Exhibit 10.1


 


PURCHASE AND SALE AGREEMENT


 


AMONG


 


BOEING CAPITAL CORPORATION,


 


BCC EQUIPMENT LEASING
CORPORATION,


 


MCDONNELL DOUGLAS OVERSEAS
FINANCE CORPORATION,


 


BOEING CAPITAL LOAN
CORPORATION


 


AND


 


GENERAL ELECTRIC CAPITAL
CORPORATION


 


Dated as of May 24, 2004


 

















 


TABLE OF CONTENTS


 


 


	
  SECTION 1 PURCHASE AND SALE
  OF ASSETS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.1

  	
  Purchase and Sale of
  Assets.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.2

  	
  Assumption of Liabilities.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.3

  	
  Purchase Price.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.4

  	
  Allocation of Purchase
  Price.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.5

  	
  Taxes.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.6

  	
  Purchase Price Adjustment.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.7

  	
  Post Closing
  Payments Received by Sellers

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.8

  	
  [Intentionally
  Omitted].

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.9

  	
  Additional
  Purchase Price Adjustment

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.10

  	
  Dispute
  Resolution — Applicable NAV, Losses/Gains, etc.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 2 CLOSING

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.1

  	
  Closing Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.2

  	
  Buyer’s Closing Date
  Deliveries.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.3

  	
  Sellers’ Closing Date
  Deliveries.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 3 REPRESENTATIONS AND WARRANTIES OF
  SELLERS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  3.1

  	
  General
  Representations and Warranties.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  3.2

  	
  Representations
  and Warranties with Respect to Specified Portfolio Assets.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  3.3

  	
  Representations
  and Warranties with respect to Equity Assets.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 4 REPRESENTATIONS AND WARRANTIES OF
  BUYER

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.1

  	
  Organization
  of Buyer

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.2

  	
  Authority of Buyer

  	
   

  



 


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  4.3

  	
  No Violation of Law
  and Agreements

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.4

  	
  No Litigation or
  Regulatory Action.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.5

  	
  No Brokers

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.6

  	
  Financial Ability

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.7

  	
  Accredited
  Investor

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 5 ACTION PRIOR TO EACH CLOSING DATE

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  5.1

  	
  Access
  to Information

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  5.2

  	
  Consents
  of Third Parties; Governmental Approvals.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  5.3

  	
  Operations Prior
  to each Closing Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  5.4

  	
  [Intentionally Omitted]

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  5.5

  	
  Confidentiality

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 6 ADDITIONAL AGREEMENTS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  6.1

  	
  Use of Names.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  6.2

  	
  Employees; Employee
  Benefits.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  6.3

  	
  Insurance

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  6.4

  	
  Federal
  Mogul Schedule

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  6.5

  	
  Unapplied Cash

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  6.6

  	
  Insurance Matters

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  6.7

  	
  [Intentionally
  Omitted]

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  6.8

  	
  [Intentionally Omitted].

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  6.9

  	
  Sellers’ Covenant

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  6.10

  	
  Buyer’s Covenant

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 7 CONDITIONS PRECEDENT TO OBLIGATIONS
  OF BUYER

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  7.1

  	
  Conditions to the
  Initial Closing

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  7.2

  	
  Conditions to
  each Subsequent Closing

  	
   

  



 


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  7.3

  	
  Conditions to
  Transfer of each Asset

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  7.4

  	
  Conditions
  Relating to Material Adverse Effect.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 8 CONDITIONS PRECEDENT TO OBLIGATIONS
  OF SELLERS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  8.1

  	
  Conditions
  to the Initial Closing

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  8.2

  	
  Conditions to each Subsequent
  Closing

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  8.3

  	
  Conditions
  to Transfer of Each Asset

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 9 INDEMNIFICATION

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 10 SPECIAL WARRANTY

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 11 TERMINATION

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  11.1

  	
  Termination.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 12 GENERAL PROVISIONS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  12.1

  	
  Survival
  of Covenants, Representations and Warranties

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  12.2

  	
  No
  Public Announcement

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  12.3

  	
  Notices

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  12.4

  	
  Successors
  and Assigns

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  12.5

  	
  Records
  after Closing.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  12.6

  	
  Entire Agreement

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  12.7

  	
  Interpretation.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  12.8

  	
  Amendments
  and Waivers

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  12.9

  	
  No Agency, Joint Venture or Partnership

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  12.10

  	
  Expenses

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  12.11

  	
  Partial
  Invalidity

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  12.12

  	
  Execution in
  Counterparts; Facsimile

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  12.13

  	
  Governing Law

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  12.14

  	
  Jurisdiction

  	
   

  



 


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  12.15

  	
  Attorneys’ Fees

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  12.16

  	
  Time of Essence

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  12.17

  	
  Disclaimer
  of Warranties

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  12.18

  	
  References to U.S. Dollars

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  12.19

  	
  Further
  Assurances.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  12.20

  	
  No Rescission

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  12.21

  	
  Dispute Resolution — Generally

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 13 DEFINITIONS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  13.1

  	
  Definitions

  	
   

  



 


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PURCHASE AND SALE AGREEMENT


 


PURCHASE AND SALE AGREEMENT,
dated as of May 24, 2004, among Boeing Capital Corporation, a Delaware
corporation (“Boeing Capital”) and each of the other sellers listed on Schedule
1.1 hereto (each a “Seller” and collectively, “Sellers”) and
General Electric Capital Corporation, a Delaware corporation (“Buyer”).


 


W I T N E S S E T H:


 


WHEREAS, Sellers are engaged
in the commercial lending and leasing business (sometimes referred to as the CFS
business) pursuant to which Sellers have provided various leases and secured
and unsecured credit facilities, including loans, leases intended as
security and other types of commercial finance facilities to various borrowers,
lessees and other obligors in the form of the Portfolio Assets (the “Business”).  For the avoidance of doubt, the Business
does not include the commercial aircraft financing business or the space and
defense financing business of Boeing Capital or any of the other Sellers or
their Affiliates; and


 


WHEREAS, Sellers desire to
sell to Buyer, and Buyer desires to purchase from Sellers, the Assets (and
excluding the Excluded Assets), and Buyer is willing to assume the Assumed
Liabilities (each as hereinafter defined), all on the terms and subject to the
conditions set forth herein.


 


NOW, THEREFORE, in
consideration of the mutual representations, covenants and agreements
hereinafter set forth and other good and valuable consideration, the receipt
and sufficiency of which are acknowledged, it is hereby agreed among Buyer and
Sellers as follows (certain initially capitalized terms used herein are defined
in Section 13):


 


SECTION 1


PURCHASE AND SALE OF ASSETS


 


1.1           Purchase
and Sale of Assets.


 


(a)           Upon the terms and subject to the conditions of this Agreement, on the
Closing Dates, Buyer shall purchase from Sellers, and Sellers shall irrevocably
sell, convey, transfer, assign and deliver to Buyer, all right, title and
interest of Sellers in and to all of the following (the “Assets”):


 


(i)            Subject to Section 5.2(d), the
Specified Portfolio Assets;


 


(ii)           The tangible personal property located at the Facilities and set forth
on Schedule 1.1(a)(ii) (the “Equipment”);


 


(iii)          All Contracts related solely to the Business set forth on Schedule
1.1(a)(iii) (the “Assigned Contracts”);


 


(iv)          All Tax refunds related to the Business that are not Excluded Assets;


 


1

















 


(v)           All rights, claims, credits, causes of action or rights of set-off of
Sellers against third parties relating to the Specified Portfolio Assets
(subject to Section 5.2(d)), including claims pursuant to all
warranties, representations and guarantees made by suppliers, manufacturers,
contractors and other third parties in connection with products or services
purchased by or furnished to Sellers affecting any of the Specified Portfolio
Assets (subject to Section 5.2(d)) (except, in any event, any such
rights, claims, credits, or causes of action or rights of set-off relating to
Excluded Liabilities);


 


(vi)          The assets set forth on Schedule 1.1(a)(vi) (the “Other
Assets”);


 


(vii)         All Retention Agreements for the Transferred Employees; and


 


(viii)        All goodwill associated with the Business.


 


(b)           Notwithstanding anything to the contrary herein, Sellers shall not
sell, contribute, convey, assign, or transfer to Buyer, and Buyer shall not
acquire or have any rights to acquire, any assets (the “Excluded Assets”)
other than those specifically set forth in Section 1.1(a).  Without limiting the generality of the
foregoing, the following shall constitute Excluded Assets:


 


(i)            All cash, cash equivalents and securities
(other than Equity Assets) owned by Sellers, including all utility,
security and other deposits;


 


(ii)           All notes, drafts and accounts receivable or other obligations for the
payment of money (other than Specified Financing and Lease Assets included as
part of the Specified Portfolio Assets in Section 1.1(a)(i)), including
the Excluded Financing and Lease Assets;


 


(iii)          All bank and other depository accounts and safe deposit boxes of
Sellers;


 


(iv)          All refunds of (A) Income Taxes imposed on any Seller, (B) other Taxes
relating to any period or portion thereof ending on or prior to the applicable
Closing Date for which the lessee with respect to any Portfolio Asset does not
have the responsibility on the applicable Closing Date to indemnify the
applicable Seller, (C) Taxes that are not Assumed Liabilities and (D) sales,
use, real estate transfer, transfer and similar Taxes imposed in connection
with the transactions contemplated by this Agreement (and any such refunds
received by Buyer shall be promptly paid over by Buyer to Sellers);


 


(v)           All insurance policies of Sellers relating to the Business (other than
those which constitute Purchased Portfolio Assets), any refunds paid or payable
in connection with the cancellation or discontinuance of any such insurance
policies and any claims made with respect to such insurance policies;


 


(vi)          [intentionally omitted];


 


2

















 


(vii)         Except with respect to the Equity Assets, all internal corporate books
and records, personnel records (except with respect to the Transferred
Employees so long as Buyer obtains an appropriate waiver), corporate charter,
taxpayer and other identification numbers, records, seals, minute books, stock
transfer books used, and all other assets solely used, in connection with the
corporate functions of Sellers;


 


(viii)        All Portfolio Property related to the Excluded Financing and Lease
Assets (other than to the extent any such Portfolio Property is subject to a
Specified Financing and Lease Agreement (whether as On-Lease Equipment or
Collateral));


 


(ix)           All rights of Sellers under this Agreement, the Seller Transaction
Documents and the Purchase Price;


 


(x)            All assets of Sellers related to all Benefit
Plans, except as set forth in Section 6.2(g);


 


(xi)           Any domain names used in the Business;


 


(xii)          The Marks;


 


(xiii)         All Governmental Permits;


 


(xiv)        All Real Estate Leases; and


 


(xv)         The assets set forth on Schedule 1.1(b)(xv).


 


(c)           In addition to the Excluded Assets described in subsection (b)
above, for the avoidance of doubt, the Excluded Assets shall also include all
assets of the commercial aircraft and space and defense financing businesses of
Sellers and their Affiliates.


 


1.2           Assumption
of Liabilities.


 


(a)           Upon the terms and subject to the conditions set forth herein, at the
relevant Closing or when a Business employee becomes a Transferred Employee,
Buyer shall assume from Sellers (and thereafter pay, perform, discharge or
otherwise satisfy in accordance with their respective terms), and Sellers shall
irrevocably convey, transfer and assign to Buyer, the Assumed Liabilities (as
defined below) that correspond to Assets conveyed as of that date or to employees
who become Transferred Employees as of that date.  Buyer shall not assume at the Initial Closing any of the Assumed
Liabilities that relate to any of the Specified Portfolio Assets to be
transferred at a Subsequent Closing, in which case Buyer shall assume such
Assumed Liabilities from Sellers and thereafter pay, perform, discharge or
otherwise satisfy in accordance with their respective terms, and Sellers shall
irrevocably convey, transfer and assign to Buyer, the Assumed Liabilities that
relate solely to the Purchased Portfolio Assets transferred at such Subsequent
Closing, in each case as of the date of such Subsequent Closing.


 


(b)           For all purposes of and under this Agreement, the term “Assumed
Liabilities” shall mean, refer to and include only the following
Liabilities of Sellers and excluding the Excluded Liabilities:


 


3

















 


(i)            Liabilities arising under (A) the Purchased
Portfolio Assets and (B) the Specified Financing and Lease Assets and Equity Assets
equitably assigned to Buyer pursuant to Section 5.2(d) after the
applicable Closing Date on which a Purchased Portfolio Asset is transferred to
Buyer or a Specified Financing and Lease Asset and Equity Asset is equitably
assigned to Buyer (excluding Liabilities arising out of defaults or breaches
occurring prior to the Closing Date on which any such Purchased Portfolio Asset
is transferred to Buyer or any such Specified Financing and Lease Asset and
Equity Asset is equitably assigned to Buyer);


 


(ii)           Liabilities relating to the Transferred Employees to the extent
required by Section 6.2;


 


(iii)          Liabilities arising under the Retention Agreements for the Transferred
Employees to the extent arising after the applicable Closing Date on which a
Retention Agreement is transferred to Buyer (excluding Liabilities arising out
of defaults or breaches occurring prior to the Closing Date on which any such
Retention Agreement is transferred to Buyer);


 


(iv)          Liabilities arising under the Assigned Contracts to the extent arising
after the applicable Closing Date on which an Assigned Contract is transferred
to Buyer (excluding Liabilities arising out of Sellers’ defaults or breaches
occurring prior to the Closing Date on which any such Assigned Contract is
transferred to Buyer); and


 


(v)           Liabilities arising under any advance rents, deposits, maintenance
reserves or other payments or deposits of any Obligor under (A) the Purchased
Portfolio Assets and (B) the Specified Financing and Lease Assets and Equity
Assets equitably assigned to Buyer pursuant to Section 5.2(d), as set
forth on Schedule 1.2(b)(v) in the amounts set forth in the Final
Closing Book Value of the Assets Statement.


 


(c)           Other than the Assumed Liabilities, Buyer shall not assume, and the
term “Assumed Liabilities” shall not mean, refer to or include any other
Liabilities of any Seller, including but not limited to the following:


 


(i)            Liabilities for Income Taxes of Sellers or
any sales, use, real estate transfer, transfer or similar Tax imposed in
connection with the transactions contemplated by this Agreement;


 


(ii)           Liabilities of Sellers in respect of transaction costs payable by it
pursuant to Section 12.10 hereof;


 


(iii)          Liabilities of Sellers related to all Benefit Plans, except as set
forth in Section 6.2;


 


(iv)          Liabilities of Sellers arising or occurring (or related to or arising
out of events occurring) prior to an applicable Closing whether with respect to
the Financing and Lease Assets or Business Agreements transferred at such
Closing;


 


4

















 


(v)           Liabilities of Sellers to an Affiliate of any Seller (other than in
such Affiliate’s capacity as an Obligor); and


 


(vi)          Liabilities relating to the Excluded Assets, including any
advance rents or other payments or deposits of any Obligor thereunder and any
liabilities arising under or in respect of any such Excluded Assets.


 


1.3           Purchase Price.


 


(a)           Buyer shall pay Sellers, and Sellers shall accept, together with the
assumption of the Assumed Liabilities provided in and pursuant to Section
1.2:


 


(x)            at the Initial Closing, an amount equal to
the result of:


 


(a)           the aggregate of:


 


(i)            the Purchase Premium and


 


(ii)           the Estimated Adjusted Book Value of the Assets, minus


 


(b)           the aggregate of the 4/30/04 NAV of the Deferred Assets.


 


(y)           on each Subsequent Closing Date, including the Final Closing
Date, the result of (without duplication for any amounts previously paid to
Sellers by Buyer at the Initial Closing or any prior Subsequent Closing):


 


(a)           the aggregate of the Deferred Asset Transfer Price for each Deferred
Asset transferred to Buyer at such Subsequent Closing, plus


 


(b)           an amount equal to the interest, at the Applicable Interest Rate, for
the period extending from the Initial Closing Date until such Subsequent
Closing Date, on the 4/30/04 NAV amount attributable to each such Deferred
Asset being transferred and sold at such Subsequent Closing.


 


(b)           For purposes of the foregoing, a Specified Financing and Lease Asset or
Equity Asset shall be deemed to be “transferred” on a Closing Date if such
Specified Financing and Lease Asset or Equity Asset is equitably assigned to
Buyer on such Closing Date pursuant to Section 5.2(d).  The Deferred Asset Premium Deposits paid to
Sellers at the Initial Closing as part of the Purchase Premium shall be held by
Sellers as deposits until such time as the applicable Deferred Asset is
transferred to Buyer as provided below. 
The Purchase Price is inclusive of, and out of the Purchase Price Sellers
shall pay or hold Buyer harmless from and against, all sales, use, real estate
transfer, documentary transfer and similar Taxes imposed solely by reason of
the sale and purchase of Assets hereunder (and any refund thereof shall be for
the benefit of Sellers and promptly paid over to Sellers by Buyer if received
by Buyer).  The 4/30/04 NAV of each of
the Specified Financing and Lease Assets and Equity Assets (other than those
interests subject to the Option Agreement) designated on an IER-by-IER basis is
set forth on Schedule 1.3 and the 4/30/04 NAV of the Assets Held for
Sale or Lease is set forth on Schedule 1.1(a)(i).  All amounts payable hereunder shall be paid
by means of a wire transfer of


 


5

















 


immediately available U.S.
funds to one or more accounts designated by the recipient thereof in writing,
to the payor.  The Deferred Asset
Premium Deposit with respect to a transferred Deferred Asset shall be deemed
released and paid to Sellers upon the date of transfer of the corresponding
Deferred Assets.  Upon sale and transfer
of any Deferred Asset at a Subsequent Closing, Sellers shall pay to Buyer at
such Subsequent Closing all amounts received by Sellers since the Initial
Closing Date with respect to the Deferred Assets being transferred at such
Subsequent Closing, plus interest at the Applicable Interest Rate on
such amounts from the date of receipt by Sellers through such Subsequent
Closing.


 


1.4           Allocation
of Purchase Price.


 


(a)           The Purchase Price, the Seller Section 467 Loan Balances and the amount
of any Assumed Liabilities that are liabilities for Income Tax purposes, shall
be allocated among the Purchased Portfolio Assets, any Lessee Section 467 Loan
Balances and the assets purchased pursuant to Section 1.1(a)(ii)-(viii)
as set forth on Schedule 1.4 (the “Allocation Schedule”) taking
into account the requirements of Section 1.4(b) and consistent with the
treatment by Sellers on their books and records of Purchased Portfolio Assets
as true leases or as interests in partnerships for federal income tax
purposes.  In addition, Schedule 1.4
shall provide in a manner which is consistent with the allocation set forth in
the first sentence above (a) the portion of the Base Purchase Price allocable
to each of the Specified Portfolio Assets plus (b) the portion, if any,
of the Purchase Premium allocable to each such Specified Portfolio Asset.  The allocation on the Allocation Schedule
shall be adjusted to reflect any adjustments to the Purchase Price.  Except as required by applicable Law, Buyer
and Sellers shall prepare and file all federal, state, local and foreign Tax
Returns in accordance with the Allocation Schedule (with appropriate changes,
if necessary, in the case of Tax Returns other than United States federal
income Tax Returns) and the treatment by Sellers on their books and records of
Purchased Portfolio Assets as true leases or as interests in partnerships for
federal income tax purposes.  Buyer and
Sellers shall each timely file a Form 8594 (and any required amendments
thereto) with the IRS in accordance with the requirements of Section 1060 of
the Code.


 


(b)           Sellers and Buyer agree that, with respect to the Purchased Portfolio
Assets, each will treat any Section 467 Loan Balance in the following manner
for federal income tax and relevant state income tax purposes:


 


(i)            Sellers will be treated as having sold the
Purchased Portfolio Assets and any Lessee Section 467 Loan Balances to Buyer
for the Purchase Price and Buyer’s assumption of the Assumed Liabilities and
any Seller Section 467 Loan Balances;


 


(ii)           Buyer will be entitled to Tax basis in any Lessee Section 467 Loan
Balances in an amount equal to the amount of such Lessee Section 467 Loan
Balances, and Buyer’s Tax basis in the related Purchased Portfolio Asset will
be reduced by such amount; and


 


(iii)          Buyer will be entitled to additional Tax basis in the related Purchased
Portfolio Asset to reflect its assumption of any Seller Section 467 Loan
Balances.


 


6

















 


(c)           Each of the parties covenants that it shall act, and shall cause any
Affiliate to act, in a manner consistent with the express requirements of the
foregoing provisions of this Section 1.4.


 


1.5           Taxes.


 


(a)           Ad Valorem Taxes.  All
state, county and local ad valorem taxes on personal property, including
the Portfolio Assets, shall be apportioned between Buyer and Sellers as of
11:59 p.m. on each Closing Date, computed on the basis of the fiscal year for
which the same are levied, without taking into account any increases as a
result of the transactions contemplated hereunder or post-Closing increases and
payment of such Taxes shall be made as follows:


 


(i)            Sellers shall pay all state, county and local
ad valorem taxes on personal property, including the Portfolio Assets,
that are assessed to Sellers.  To the
extent such Taxes are apportioned to Buyer under this Section 1.5(a) and
are not permitted or required to be billed to the applicable lessee Obligor for
reimbursement pursuant to the applicable Lease Contract, Buyer shall reimburse the
applicable Seller therefor within 10 days after request by such Seller.  Sellers shall be permitted to bill the
applicable lessee Obligor for reimbursement of any such Taxes assessed to
Sellers if reimbursement is permitted or required pursuant to the applicable
Lease Contract, whether or not the period of assessment ends before the
applicable Closing Date.  Buyer shall
cooperate with Sellers in effectuating such billings to any such lessee
Obligor.  If such a lessee Obligor fails
to pay any such Taxes apportioned to Buyer under this Section 1.5(a)
within 90 days after such billing, Buyer shall reimburse the applicable Seller
such Taxes so apportioned to Buyer within 10 days after request by such Seller.


 


(ii)           Buyer shall pay all state, county and local ad valorem taxes on
personal property, including the Portfolio Assets, that are assessed to
Buyer (and in this connection Buyer shall take commercially reasonable steps to
notify the relevant state, county and local ad valorem tax authorities of the
sale of Assets pursuant to this Agreement and arrange for assessments to be
made to Buyer as soon as commercially reasonably possible after the applicable
Closing Date).  To the extent such Taxes
are apportioned to Seller under this Section 1.5(a) and are not permitted
or required to be billed to the applicable lessee Obligor for reimbursement
pursuant to the applicable Lease Contract, Sellers shall reimburse Buyer
therefor within 10 days after request by Buyer.


 


(b)           Sales Taxes on Accrued But Unpaid Rent.  All
state, county and local sales and use Taxes (other than sales and use taxes
imposed solely by reason of the sale and purchase of Assets hereunder) shall be
apportioned between Buyer and Sellers as of 11:59 p.m. on the applicable
Closing Date, based on whether the sale or use giving rise to such sales or use
Tax occurred before or after such time; provided, however, any
such sales and use Taxes imposed on an amount included as an asset in the
calculation of Closing Book Value of the Assets shall be paid by Buyer.


 


(c)           Cooperation on Certain Tax Matters. 
Buyer and Sellers shall cooperate in minimizing Taxes and in preparing,
executing and filing use, sales, real estate, transfer and


 


7

















 


similar Tax Returns relating
to the purchase and sale of the Assets. 
Such Tax Returns shall be prepared in a manner that is consistent with
the Allocation Schedule.  Buyer agrees
to furnish Sellers with such documents and certificates as Sellers may
reasonably request in connection with any claims for exemption from the payment
of any use, sales, real estate, transfer and similar Taxes.


 


(d)           To the extent Buyer or any Seller receive a refund of Taxes (A) related
to periods on or prior to the applicable Closing Date and (B) related to Taxes
for which a lessee Obligor has indemnified Buyer or any Seller, then the
recipient of such refund shall return to the lessee Obligor the amount of such
refund which is properly attributable to the Taxes indemnified by the lessee
Obligor.


 


1.6           Purchase
Price Adjustment.


 


(a)           Within sixty (60) calendar days after the Final Closing Date, Buyer
shall prepare and deliver to Sellers a statement setting forth, as of 11:59
p.m. PDT on the Initial Closing Date, (i) the Applicable NAV Statement with
respect to each of the Specified Financing and Lease Assets, Equity Assets and
Assets Held for Sale or Lease, (ii) the calculation of the Adjusted Book Value
of the Assets with respect to the Specified Financing and Lease Assets, Equity
Assets, Assets Held for Sale or Lease and the Book Value of the Assumed
Liabilities, in each case with respect to clauses (i) and (ii),
only with respect to those assets that were transferred (including
equitable assignment pursuant to Section 5.2(d)) to Buyer on or before
the Final Closing Date and (iii) the amount of any cash that has not been
reconciled or applied as of the date that the Draft Closing Book Value of the
Assets Statement is delivered pursuant hereto (the “Unapplied Cash”)
(such statement, the “Draft Closing Book Value of the Assets Statement”).  The Draft Closing Book Value of the Assets
Statement shall also include a statement of the Applicable NAV as of 11:59
p.m.  PDT on the Initial Closing Date of
the Opt-out Assets and those Equity Assets and other interests subject to the
Option Agreement.  Sellers shall
cooperate with Buyer in connection with, and shall furnish to Buyer all such
information as Buyer may reasonably require, in the preparation of the Draft
Closing Book Value of the Assets Statement. 
The Draft Closing Book Value of the Assets Statement will be prepared
using the Accounting Principles, and will not include any changes in assets or
liabilities as a result of purchase accounting or other adjustments arising
from or resulting as a consequence of the transactions contemplated hereby.


 


(b)           Each party shall provide the other party and its representatives with
reasonable access to books and records and relevant personnel during the
preparation of the Draft Closing Book Value of the Assets Statement and the
resolution of any disputes that may arise under this Section 1.6.


 


(c)           Buyer and Seller shall jointly retain and engage McGladrey & Pullen
LLP (“McGladrey”) to perform an audit and examination of the Draft
Closing Book Value of the Assets Statement including the Applicable NAV of the
Opt-out Assets and the Equity Assets and other interests subject to the Option
Agreement.  McGladrey will perform the
audit procedures set forth on Exhibit C in order to confirm that the
Draft Closing Book Value of the Assets Statement was prepared in accordance
with the Accounting Principles and the completeness and accuracy of the Draft
Closing Book Value of the Assets Statement. 
McGladrey will deliver to


 


8

















 


Sellers and Buyer a detailed
report (i) confirming that the Draft Closing Book Value of the Assets Statement
was prepared in accordance with the standards set forth in the immediately
preceding sentence; or (ii) setting forth any items on the Draft Closing Book
Value of the Assets Statement that do not conform to the standard set forth in
the immediately preceding sentence (the “McGladrey Findings”).  The fees, expenses and costs of McGladrey
shall be borne equally by Buyer and Sellers. Based solely on the result of such
audit and examination, if either Buyer disagrees or Sellers disagree with the
McGladrey Findings, such party shall notify the other in writing of such
disagreement within forty-five (45) calendar days after delivery of the
McGladrey Findings, which notice shall be, to the extent practicable, based
upon the documents and information of which the party giving such notice had
possession and control or to which such party was afforded reasonable access by
the other party during such forty-five (45) calendar day period, describe the
nature of any such disagreement in reasonable detail, identify the specific
items involved and the dollar amount of each such disagreement (on an
item-by-item basis and including such party’s alternative amount) and provide
reasonable supporting documentation for each such disagreement.  During the forty-five (45) calendar day
review period, Buyer and Sellers shall have reasonable access to any documents,
schedules or work papers used in the preparation of the Draft Closing Book
Value of the Assets Statement or the McGladrey Findings.


 


(d)           Buyer and Sellers agree to negotiate in good faith to resolve any
disagreements regarding the Draft Closing Book Value of the Assets Statement or
the McGladrey Findings.  If Buyer and
Sellers are unable to resolve all disagreements within thirty (30) calendar
days after delivery of written notice of such disagreement, then such
disagreements shall be submitted for final and binding resolution to
PricewaterhouseCoopers LLP, or if PricewaterhouseCoopers LLP is not available,
to another nationally recognized accounting firm (PricewaterhouseCoopers LLP or
any such other accounting firm, “PwC”), to resolve such
disagreements.  PwC will only consider
those items and amounts set forth in the Draft Closing Book Value of the Assets
Statement or the McGladrey Findings as to which Buyer and Sellers have
disagreed and must resolve the matter in accordance with the terms and
provisions of this Agreement.  PwC shall
prepare and deliver to Buyer and Sellers, as promptly as practicable and in any
event within ninety (90) calendar days after its appointment, a written report
setting forth the resolution of any such disagreement and a statement setting
forth a revised Draft Closing Book Value of the Assets Statement and, if
applicable, revisions to the McGladrey Findings, which shall reflect their
resolution of any such disagreements. 
PwC shall make its determination based on presentations and supporting
material provided by the parties.  The
determination of PwC shall be final and binding upon Buyer and Sellers.  The fees, expenses and costs of PwC shall be
borne equally by Buyer and Sellers. 
Other than such fees and expenses of PwC and McGladrey as provided
herein, Buyer and Sellers shall each be responsible for their own costs and
expenses incurred in connection with any actions taken pursuant to Section
1.6(c) or (d).


 


(e)           Promptly after PwC’s final determination of the resolution of any
disagreement pursuant to Section 1.6(d), Buyer and Sellers shall cause
McGladrey to revise the Draft Closing Book Value of the Assets Statement to
reflect such final determination.  Any
such revised Draft Closing Book Value of the Assets Statement or any Draft
Closing Book Value of the Assets Statement which is not submitted to PwC pursuant
to Section 1.6(d) is hereinafter referred to as the “Final Closing
Book Value of the Assets Statement.” 
The Adjusted Book Value of the Assets reflected on such statement is
referred to as the “Closing Book Value of the


 


9

















 


Assets.” 
The Final Closing Book Value of the Assets Statement shall set forth the
Applicable NAV for each Specified Financing and Lease Asset and each Equity
Asset and Asset Held for Sale or Lease, in each case, that is assigned to Buyer
as of the Initial Closing Date.


 


(f)            If Sellers pay any Assumed Liability on the
Draft Closing Book Value of the Assets Statement before the Final Closing Book
Value of the Assets Statement is prepared, Buyer and Sellers agree that such
Assumed Liability shall not be reflected on the Final Closing Book Value of the
Assets Statement.


 


(g)           If the Purchase Price is less than the sum of (i) the Base Purchase
Price plus (ii) the Purchase Premium, Sellers shall pay to Buyer the
amount of such difference, and if the Purchase Price is greater than the sum of
(i) the Base Purchase Price plus (ii) the Purchase Premium, Buyer shall
pay to Sellers the amount of such difference. 
Any payments to be made pursuant to Section 1.6 shall be made by
wire transfer of immediately available funds to an account designated by the
party receiving payment within five (5) Business Days after the delivery of the
Final Closing Book Value of the Assets Statement plus interest, on an
Asset by Asset basis, at the Applicable Interest Rate on the amount of such
reduction or increase from the respective dates of payment of the Base Purchase
Price, on an Asset by Asset basis, to the date of payment of the amount of such
reduction or increase.  Regardless of
the changes that may occur pursuant to the foregoing, in no event shall there
be any adjustment to the Purchase Premium other than as provided in Section
1.6(h) or Section 5.2.


 


(h)           The Purchase Premium shall be subject to the following adjustments
(without duplication):


 


(i)            If the aggregate of (A) the Applicable NAV of
the Specified Financing and Lease Assets, Equity Assets and Assets Held for
Sale or Lease transferred (including equitable assignments pursuant to Section
5.2(d)) to Buyer on or before the Final Closing Date, plus (B) the Applicable
NAV of the Specified Financing and Lease Assets and Equity Assets not
transferred or otherwise equitably assigned to Buyer on or before the Final
Closing Date pursuant to Section 5.2(d)(v) (collectively, the “Opt-out
Assets”), plus (C) the Applicable NAV of those Equity Assets and other
interests subject to the Option Agreement (the assets described in the
foregoing clauses (A), (B) and (C) being collectively referred to herein as the
“Total Subject Assets”), in each case computed as of the Initial Closing Date
and as set forth in the Final Closing Book Value of the Assets Statement (in
the case of clause (A)) or as otherwise determined pursuant to Sections 1.6(c)
and (d) (in the case of clauses (B) and (C)), is less than $1,878,341,145 (the
amount of such shortfall being referred to herein as the “NAV Shortfall”),
Sellers shall pay to Buyer within ten (10) Business Days after the delivery of
the Final Closing Book Value of the Assets Statement, by wire transfer of
immediately available funds to an account designated by Buyer, an amount equal
to the product of (x) the Purchase Premium and (y) the quotient of (1) the NAV
Shortfall divided by (2) $1,878,341,145, plus interest on such product at the
Applicable Interest Rate from the Initial Closing Date to the date of such
payment; and


 


(ii)           In the event there are any Opt-out Assets, Sellers shall pay to Buyer
within ten (10) Business Days after the delivery of Final Closing Book Value of


 


10

















 


Assets Statement, by wire
transfer of immediately available funds to an account designated by Buyer the
Premium Reduction Payment plus interest at the Applicable Interest Rate on the
Premium Reduction Payment from the Initial Closing Date to the date of payment.


 


(i)            Taxes apportioned or the responsibility for
which is allocated pursuant to Section 1.5, as well as payment or
liability for payment of such Taxes, and entitlement of Sellers to any
reimbursement thereof by a lessee Obligor, shall not be taken into account as
liabilities or assets in calculating Adjusted Book Value of the Assets or
Applicable NAV.


 


1.7           Post Closing Payments Received by Sellers.  All
amounts received by Sellers after any Closing Date with respect to any of the
Purchased Portfolio Assets transferred at such a Closing shall be, except as
otherwise provided in this Agreement, received as agent in trust for the
account of Buyer and shall be forwarded by the applicable Seller to Buyer
within a reasonable time period not to exceed ten (10) Business Days.  Upon each Closing, Sellers hereby
irrevocably appoint Buyer and its authorized representatives as their
attorneys-in-fact to endorse, without recourse, Sellers’ names upon any and all
notes, checks, drafts or other instruments for the payment of money received by
Buyer which are payable to Sellers in respect of the Purchased Portfolio Assets
transferred at such Closing.


 


1.8           [Intentionally
Omitted].


 


1.9           Additional
Purchase Price Adjustment. 
Buyer and Seller acknowledge their difference of opinion as to the value
of the Assets purchased hereunder and therefore have agreed to a further, and
contingent, Purchase Price adjustment in accordance with the provisions of this
Section 1.9.  Buyer shall pay to
Sellers in respect of each calendar quarter following the Initial Closing an
amount necessary such that the aggregate amounts paid to Sellers pursuant to
this Section 1.9 equal the product of eighty percent (80%) multiplied
by the Cumulative Net Gain (if any) through the end of such calendar
quarter (each such payment, an “Earn Out Payment”; and such product, an
“Earn Out Amount”).  Buyer shall
not be required to make an Earn Out payment until the first calendar quarter
following the calendar quarter during which Sellers stop providing any services
pursuant to the Transition Service Agreement. 
The Earn Out Payment for any calendar quarter shall be determined and
paid in accordance with the following procedures:


 


(a)           Gain/Loss Statement; Other Reporting.  Not
later than thirty (30) days following the last day of each calendar quarter
commencing with the end of the first calendar quarter following the calendar
quarter during which Sellers stop providing any transition services pursuant to
the Transition Services Agreement (each a “Determination Date”), Buyer shall
prepare and deliver to Sellers the following, each in form and substance
reasonably satisfactory to Sellers:


 


(i)            A written statement (including appropriate
computations and supporting materials) (each, a “Gain/Loss Statement”)
as of such Determination Date the form of Exhibit F (x) setting forth in
reasonable detail, on an IER by IER basis (or, in the case of SPRA’s, on an
SPRA by SPRA basis), and with respect to the CFS Portfolio for such calendar
quarter, any and all (A) Realized Losses incurred by Buyer, (B) Deemed


 


11

















 


Losses that shall have
occurred, (C) Realized Gains received by Buyer, and (D) Deemed Gains that shall
have occurred and (y) setting forth (1) the Cumulative Net Gain or Cumulative
Net Loss and (2) the Quarterly Net Gain or Quarterly Net Loss.


 


(ii)           The Applicable NAV Statement as of such Determination Date.


 


(iii)          [Intentionally omitted.]


 


(iv)          As soon as practicable, and in any event within thirty (30) days after
the end of each February, May, August and November, written reports in
substantially the form of the existing reports prepared by Buyer as set forth
on Schedule 1.9(a)(iv) as such may be modified in the ordinary course of
business by Buyer, with Sellers consent, not to be unreasonably withheld.


 


(v)           As soon as practicable, and in any event within one hundred twenty
(120) days after the end of each calendar year (commencing with the year ending
December 31, 2004), a written report prepared by Sellers’ Accountants as part
of their audit of Buyer’s annual financial statements, setting forth in
reasonable detail the information (and corresponding calculations) described in
the Specialized Audit Steps.  The fees,
expenses and costs of Sellers’ Accountants in connection with such written
report shall be borne equally by Buyer and Sellers.


 


(b)           Sellers’ Gain/Loss Statement Review Period;
Settlement.  Sellers shall have a period of not less than
thirty (30) days in which to review each Gain/Loss Statement.  On or before the end of such period, Sellers
shall (i) deliver to Buyer a Notice of Disputed Amount (if any) and/or a Notice
of Disputed Gain or Loss (if any) in accordance with Section 1.10(a)
below and (ii) in the event that an Earn Out Payment is due from Buyer to
Sellers, notify Buyer in writing to pay Sellers the Earn Out Payment in the
amount set forth in such notice, such payment to be made within seven (7)
Business Days after Buyer’s receipt of such notice.


 


(c)           Access.  Without in any way limiting
the provisions of Section 6.10(f)(ii), each party shall provide the
other party and its representatives with reasonable access to books and records
and relevant personnel with respect to any applicable Gain/Loss Statement and
any dispute that may arise under this Section 1.9


 


(d)           Sellers’ Redeployed Asset Review Period. 
Buyer shall deliver to Sellers a Proposed Redeployed Asset Disclosure
Package, and upon Sellers’ receipt thereof, Sellers shall have ten (10)
calendar days during which Sellers shall be permitted to meet with (whether in
person or telephonically) authorized (and appropriate) representatives of Buyer
(and Buyer agrees to make such representatives available at a reasonable time
(or times) during such ten (10) calendar days period) to discuss the
particulars of any Proposed Redeployed Asset. 
On or before the end of such ten (10) calendar days review period,
Sellers shall deliver to Buyer a written notice specifying whether Sellers
exercise their option to treat such Proposed Redeployed Asset as an SPRA, provided
that if Sellers fail to deliver such notice within such period, then Sellers
shall be deemed to have elected not to exercise such option.  In the event that Buyer changes or agrees to
change materially any terms in the Proposed Redeployed Asset Disclosure
Package, then Buyer shall provide Sellers with a new Proposed Redeployed Asset
Disclosure Package for


 


12

















 


the Proposed Redeployed
Asset in question, regardless of whether Sellers exercised their option to
treat such Proposed Redeployed Asset as an SPRA or not, and Sellers shall then
have a new ten (10) calendar days period (and reasonable access to Buyer
representatives) in accordance with the terms of this Section 1.9(d) in
which to decide whether to treat such Proposed Redeployed Asset as an SPRA.


 


(e)           Imputed Remarketing Cost.  In
the calculation of Portfolio Gain or Portfolio Loss arising from Buyer’s
Disposition of any Portfolio Property relating to any CFS Portfolio Financing
and Lease Asset or Equity Asset, there shall be assumed to have been incurred a
remarketing cost (the “Imputed Remarketing Cost”) equal to five percent
(5%) (the “Imputed Remarketing Cost Percentage”) of the Net Disposition
Proceeds arising from Buyer’s Disposition of any Portfolio Property relating to
any CFS Portfolio Financing and Lease Asset or Equity Asset as and when such
Net Disposition Proceeds are received by Buyer if (i) at the time of
such Disposition, the Cumulative Net Loss exceeds $150,000,000 but is less than
$275,000,000, and (ii) such Disposition is to a Person other than (A) the
Obligor (or any Affiliate of the Obligor) under such CFS Portfolio Financing
and Lease Asset or (B) Buyer (or any Affiliate of Buyer), and (iii) such CFS
Portfolio Financing and Lease Asset or Equity Asset constituted a Defaulted
Asset as of the date of such Disposition If the entire amount of Net
Disposition Proceeds is not paid in a lump sum in cash (such as when such
Disposition is pursuant to a lease, or a sale where a portion of the purchase
price includes non-cash consideration), the Imputed Remarketing Cost shall
equal the Imputed Remarketing Cost Percentage multiplied by each ensuing
payment of Net Disposition Proceeds received by Buyer prior to any other
disposition of such ensuing payment of Net Disposition Proceeds.


 


(f)            Adjustments for Changes in Cumulative Net
Gain.  If as of the end of any one or more calendar
quarters there shall have occurred both a Quarterly Net Gain and a Quarterly
Net Loss, then the Earn Out Amount shall be recalculated as of the end of each
such quarter, and Sellers shall within seven (7) Business Days refund to Buyer
any excess of the aggregate amount of Earn Out Payments made to Sellers over
the Earn Out Amount as so recalculated; provided, however, in no event shall the
sum of all amounts so refunded by Sellers exceed the sum of all Earn Out
Payments previously received by Sellers under this Section 1.9.


 


(g)           Additional Provisions Regarding Certain
Assets.


 


(i)            Additional Provisions Regarding Sales of
Financing and Lease Assets.  The following provisions shall apply to
Buyer’s sale or transfer (or purported sale or transfer) of any CFS Portfolio
Financing and Lease Asset that is not a Securitization and is not a Designated
Energy Financing and Lease Asset, a  Defaulted
Asset or Redeployed Defaulted Asset that is Movable Equipment (i.e., a
sale or transfer of “paper” (and Buyer’s interest in the Portfolio
Property subject thereto) as opposed to a repossession and sale of Portfolio
Property separate and apart from the sale of the applicable CFS Portfolio
Financing and Lease Asset) (each, a “Paper Sale”):


 


(A)          Except for Paper Sales to Affiliates of Buyer, the consideration
received by Buyer (or any Affiliate of Buyer) in connection with any Paper Sale
for an amount greater than the then Applicable NAV of the subject CFS Portfolio
Financing and Lease Asset shall consist solely of cash.


 


13

















 


(B)           If a Paper Sale occurs (1) within the twenty-four (24) month period
prior to the Scheduled Termination Date (or any time thereafter with respect to
a First Amendment Lease) for any CFS Portfolio Financing and Lease Asset, that
portion of Paper Sale Net Proceeds in excess of the then Applicable NAV for
such asset shall be treated as a Realized Gain for the purposes of the
calculation of Net Portfolio Gains or Net Portfolio Losses for the calendar
quarter in which such Paper Sale occurs and (2) prior to such date (i.e.,
more than twenty-four (24) months prior to the Scheduled Termination Date) any
Paper Sale Net Proceeds in excess of the then Applicable NAV for such asset
shall be for the sole account of Buyer (and not included in the calculation of
Net Portfolio Gains or Net Portfolio Losses for the calendar quarter in which
such Paper Sale occurs), provided, however, that in the event of
any Paper Sale by Buyer to an Affiliate of Buyer within the twenty-four month
period prior to the Scheduled Termination Date (or any time thereafter with
respect to a First Amendment Lease), a condition of such sale shall be that
such Affiliate shall execute and deliver to Sellers on or before the closing
date of any such Paper Sale, an agreement, in form and substance reasonably
satisfactory to Sellers, pursuant to which such Affiliate agrees to be bound by,
and perform in accordance with, the terms of this Agreement as if such
Affiliate was an original “Buyer” party hereto with respect to the CFS
Portfolio Financing and Lease Assets purchased by, or otherwise transferred to,
such Affiliate.


 


(ii)           Additional Provisions Regarding Upgrades. 
With respect to internal purposes only for any Upgrade, (A) such Upgrade
shall be covered by a separate schedule (documented for internal purposes only
in a manner substantially equivalent to Buyer’s normal documentation policies),
with its own rental or loan payments separately identified, (B) if the
applicable Obligor makes a partial payment with respect to such Portfolio
Property, such payment shall be allocated pro rata to the original Portfolio
Property and the Upgrade, (C) the original Portfolio Property and the
investment in the Upgrade shall be amortized on a pari passu basis and (D) upon the redeployment or
liquidation of such Upgrade, Buyer will first be entitled out of the Net
Disposition Proceeds to reimbursement for the unamortized portion of the
investment in the Upgrade (which shall be subject to verification by Sellers in
any audit Sellers are entitled to conduct under the terms of this Agreement)
prior to the calculation of any Deemed Gain, Deemed Loss, Realized Gain or
Realized Loss arising out of such redeployment or liquidation.


 


(iii)          Additional Provisions Regarding Substitutions
of Property.  In the event that Buyer and any Obligor
agree to replace or substitute other property (of a material nature) for Portfolio
Property relating to a CFS Portfolio Financing and Lease Asset and the fair
market value of the replacement or substitute property at the time of such
replacement or substitution does not have a fair market value substantially
equal to the fair market value of the Portfolio Property replaced by the
replacement or substitute property, then the replacement or substitute property
will be treated as a Redeployed Asset with respect to which the particular
Seller has not elected to treat as an SPRA pursuant to Section 1.9(d), provided
that any gain or loss realized as a result of such replacement or substitution
or that is realized at any time after such replacement or substitution with
respect to the property subject to such replacement or substitution shall be
disregarded in making any calculations of Portfolio Gain and Portfolio Loss for


 


14

















 


purposes of the application
of the introductory paragraph Section 1.9(a) and Schedule 10.  In the event that Buyer and any Obligor
agree to replace or substitute other property (of a material nature) for
Portfolio Property relating to a CFS Portfolio Financing and Lease Asset and
the fair market value of the replacement or substitute property at the time of
such replacement or substitution is of substantially equal fair market value to
the fair market value of the Portfolio Property replaced by the replacement or
substitute property, then the replacement or substitute property will be
treated as a Redeployed Asset with respect to which the particular Seller has
elected to treat as an SPRA pursuant to Section 1.9(d).


 


(iv)          Additional Provisions Regarding Roll-Ups. 
With respect to any Roll-up, the promissory note, credit agreement,
lease or other similar document evidencing such Roll-up shall be treated as a
Redeployed Asset with respect to which the particular Seller has not elected to
treat as an SPRA pursuant to Section 1.9(d), provided that any
gain or loss realized as a result of such Roll-up or realized at any time after
such Roll-up with respect to the property subject to the roll-up shall be
disregarded in making any calculations of any Portfolio Gain and Portfolio Loss
for purposes of the application of the introductory paragraph of Section 1.9
and Schedule 10.


 


(h)           Additional Provision Regarding Early Buy-Outs.  In
the event that an Obligor under a CFS Portfolio Financing and Lease Asset
exercises its contractual right or option (as in effect on the Initial Closing
Date) other than as a result of a casualty to purchase the Portfolio Property
encumbered by or leased pursuant to such Asset prior to the Scheduled
Termination Date of such Asset and, as of the date of such purchase, the net
purchase price for such Portfolio Property exceeds the Applicable NAV of such
Asset (the “EBO Gain”), then, as a further, and contingent, Purchase
Price adjustment, in addition to the further, and contingent, Purchase Price
adjustment provided for in the foregoing provisions of this Section 1.9,
Buyer shall pay to Seller an amount equal to one-half of the EBO Gain within
ten (10) days after the consummation of such purchase.  EBO Gains shall not be included in any
calculation of Portfolio Gain.


 


1.10         Dispute Resolution — Applicable NAV, Losses/Gains, etc.


 


(a)           If Sellers disagree with the determination of (i) any amount shown
(whether due and owing by Sellers to Buyer or due and owing by Buyer to
Sellers) on any Applicable NAV Statement or any Gain/Loss Statement (but not
with respect to Realized Gains and Realized Losses that are not Realized Losses
pursuant to clause (d) of the definition of Realized Loss), (ii) any
proposed Stipulated Value or any proposed Restated Residual Value, (iii) any
other asset valuation of any kind submitted by Buyer to Sellers if no dispute
resolution mechanism is provided with respect to such asset valuation in this
Agreement (each, a “Disputed Amount”), (iv) any calculation by Buyer of
a Deemed Gain or a Deemed Loss (which shall include a Deemed Loss that is
treated as a Realized Loss pursuant to clause (d) of the definition of
Realized Loss) (a “Disputed Gain or Loss”) or (v) any Tentative
Portfolio Performance Warranty Payment or Tentative Portfolio Performance
Warranty Payment Refund as set forth in Schedule 10, Sellers shall
notify Buyer in writing of such disagreement within thirty (30) calendar days
after receipt of the statement containing such Disputed Amount (a “Notice of
Disputed Amount”) or Disputed Gain or Loss (a “Notice of Disputed Gain
or Loss”), which


 


15

















 


Notice shall to the extent
commercially reasonably possible based upon the documents and information of
which Sellers had possession and control or to which Sellers were afforded
reasonable access by Buyer during such thirty (30) calendar day period,
describe the nature of any such disagreement in reasonable detail, identify the
specific items involved and the dollar amount of each such disagreement and
provide reasonable supporting documentation for each such disagreement.  During the thirty (30) calendar day period
of their review, Sellers shall have reasonable access to any documents,
schedules or work papers used in the preparation of any statement containing
such Disputed Amount or Disputed Gain or Loss. 
The amount of any undisputed Deemed Gain or Deemed Loss shall be paid in
accordance with the terms of this Agreement.


 


(b)           Buyer and Sellers agree to negotiate in good faith to resolve any such
disagreement.  If the dispute relates to
valuation and if Buyer and Sellers are unable to resolve all disagreements
properly identified by Sellers pursuant to clause (a) above and relating
to a Disputed Amount within thirty (30) calendar days after delivery to Buyer
of a Notice of Disputed Amount, then within ten (10) Business Days after such
thirtieth (30th) day, Buyer and Sellers shall each deliver to the
other with respect to every asset that is the subject of a Disputed Amount the
name of an appraiser who is a nationally recognized independent appraiser
experienced in valuing the type of asset (including the relevant Portfolio
Property and, if applicable, any Portfolio Contracts relating thereto) that is
the subject of the Disputed Amount (each, an “Independent Appraiser”).  In the event that Buyer and Sellers each
select the same Independent Appraiser, such Independent Appraiser shall prepare
the appraisal described below.  In the
event that Buyer and Sellers select different Independent Appraisers, then the
two Independent Appraisers shall select a third Independent Appraiser, who
shall prepare the appraisal described below. 
To the extent practicable and permitted by the applicable Financing and
Lease Asset, the selected Independent Appraiser shall have the right to
physically inspect the asset being appraised and to examine such books and
records of Buyer and Sellers as it deems necessary, and shall then prepare a
written appraisal of the value of the asset which is the subject of the
Disputed Amount (which appraisal shall include, if requested by Sellers, a
Stipulated Value and/or a Restated Residual Value for the asset being appraised
and which appraisal shall be made using the appraisal conventions described in
the definition of Stipulated Value), which value shall be final and
binding.  Any payment required to be
made by one party to the other based upon the result of the appraisal shall be
made within ten (10) Business Days following the delivery of the appraisal to
the parties, and such Disputed Amount shall be deemed resolved and no longer
disputed for purposes of this Section 1.10.  The fees, expenses and costs of the Independent Appraiser shall
be borne equally by Buyer and Sellers.


 


(c)           If the dispute relates to accounting and if Buyer and Sellers are
unable to resolve all disagreements properly identified by Sellers pursuant to clause
(a) above in a Notice of Disputed Gain or Loss within thirty (30) calendar
days after delivery to Buyer of such Notice of Disputed Gain or Loss, and such
disagreement cannot be resolved through the application of the mechanism
provided for resolving disagreements relating to Disputed Amounts set forth in clause
(b)(ii) above, then within ten (10) Business Days after such thirtieth (30th)
day, such disagreement shall be submitted for final and binding resolution to
PwC.  PwC shall have the right to review
such books and records of Buyer and Sellers as it deems appropriate and shall
deliver to Buyer and Sellers a written report setting forth its determination
of the correct amount of Deemed Gain, Deemed Loss, Tentative Portfolio
Performance Warranty Payment or Tentative


 


16

















 


Portfolio Performance
Warranty Payment Refund, and such Disputed Gain or Loss shall be deemed
resolved and no longer disputed for purposes of this Section 1.10.  Any payment required to be made by one party
to the other based upon the result of the PwC’s determination shall be made
within ten (10) Business Days following the delivery of PwC’s report.


 


SECTION 2


CLOSING


 


2.1           Closing Date.  The Initial Closing shall actually take
place at 10:00 a.m. EDT on June 1, 2004, or at such other time or date agreed
upon by Buyer and Sellers in writing (such time and date, the “Initial
Closing Date”); provided, however, that the Initial Closing
shall not occur until after the conditions set forth in Sections 7.1 and
8.1 have been waived in writing or satisfied.  Notwithstanding the foregoing or anything to the contrary herein,
the Initial Closing and the Initial Closing Date will be deemed to have
occurred as of 11:59 p.m. PDT on May 31, 2004 for all purposes of this
Agreement.  At the Initial Closing,
Sellers, in their sole discretion, may defer until Subsequent Closings the sale
of the Deferred Assets.  As a condition
to the Initial Closing, the Specified Financing and Lease Assets, Equity Assets
and Assets Held for Sale and Lease to be sold with a transfer of title, not to
include equitable assignments pursuant to Section 5.2(d), shall have an
Estimated Adjusted Book Value of the Assets of at least $1,080,000,000.  Each Subsequent Closing shall be consummated
with respect to those Deferred Assets, and on the date, set forth in a written
notice delivered by Sellers to Buyer at least two (2) Business Days prior to
the date of such proposed Subsequent Closing, which written notice may be
modified after delivery by written notice of Sellers, in Sellers’ sole
discretion, to remove any Deferred Assets otherwise to be transferred. In no
event shall the Final Closing Date be later than sixty (60) days after the
Initial Closing.  All Deferred Assets
not yet transferred and sold (including equitable assignments pursuant
to Section 5.2(d)) shall be transferred and sold by Sellers to Buyers at
the Final Closing, except to the extent a Required Consent for a Deferred Asset
has not been obtained by such date. 
Each Closing shall take place at the offices of Gibson, Dunn &
Crutcher LLP, 200 Park Avenue, New York, New York 10166, or at such other place
as shall be agreed upon by Buyer and Sellers. 
The time and date on which a Closing is actually held or deemed to have
occurred pursuant to this Section 2.1 is referred to herein as a “Closing
Date.”  Without limiting the
foregoing, the time and date on which the last Subsequent Closing is actually
held is referred to herein as the “Final Closing Date”; provided,
that if there are no Subsequent Closings, the Initial Closing Date shall be the
Final Closing Date for purposes herein.


 


2.2           Buyer’s
Closing Date Deliveries.


 


(a)           Subject to the waiver in writing or satisfaction of the conditions set
forth in Section 7.1, at the Initial Closing Buyer shall deliver to
Sellers all of the following:


 


(i)            The payment required by Section 1.3 to
be made on the Initial Closing Date;


 


(ii)           Each of the Buyer Transaction Documents relating to the Assets
transferred on the Initial Closing Date, executed by a duly authorized
representative of Buyer; and


 


17

















 


(iii)          The certificate contemplated by Section 8.1(a), executed by a
duly authorized representative of Buyer.


 


(b)           Subject to the waiver in writing or satisfaction of the conditions set
forth in Section 7.2, at each Subsequent Closing Buyer shall deliver to
Sellers all of the following:


 


(i)            An amount in cash equal to the portion of the
Base Purchase Price for the Assets transferred on the date of such Subsequent
Closing, payable as provided in Section 1.3; and


 


(ii)           Each of the Buyer Transaction Documents relating to the Assets
transferred on the date of such Subsequent Closing, executed by a duly
authorized representative of Buyer, in form and substance satisfactory to
Sellers.


 


2.3           Sellers’
Closing Date Deliveries.


 


(a)           Subject to the waiver in writing or satisfaction of the conditions set
forth in Section 8.1, at the Initial Closing Sellers shall deliver to
Buyer all of the following:


 


(i)            Each of the Seller Transaction Documents
relating to the Assets transferred on the Initial Closing Date, executed by a
duly authorized representative of the applicable Seller;


 


(ii)           Copies of all instruments, certificates, documents and other filings
(if applicable) necessary to release the Assets from all Encumbrances other
than Business Asset Permitted Encumbrances and Portfolio Asset Permitted
Encumbrances;


 


(iii)          The certificate contemplated by Section 7.1(a), executed by a
duly authorized representative of each Seller;


 


(iv)          Sellers’ binder of sales Tax exemption certificates as compiled on the
Initial Closing Date and in accordance with Sellers’ historic practices for
maintenance of Sellers’ books and records; and


 


(v)           A schedule (the “Schedule of Pending Non-Income Tax Contests”)
that describes any governmental charges and assessments with respect to Taxes
(other than Income Taxes) relating to the Purchased Portfolio Assets that on
the Initial Closing Date are being contested in good faith.


 


(b)           Subject to the waiver in writing or satisfaction of the conditions set
forth in Section 8.2, at each Subsequent Closing Sellers shall deliver
to Buyer each of the Seller Transaction Documents relating to the Assets
transferred on the date of such Subsequent Closing, executed by a duly
authorized representative of the applicable Seller.


 


18

















 


SECTION 3


REPRESENTATIONS AND
WARRANTIES OF SELLERS


 


As an inducement to Buyer to
enter into this Agreement and to consummate the transactions contemplated
hereby, Sellers hereby jointly and severally represent and warrant to Buyer as
follows:


 


3.1           General Representations and Warranties.


 


(a)           Organization and Power and Authority of
Sellers.  Each Seller (i) is duly formed, validly
existing and in good standing under the Laws of its jurisdiction of formation,
(ii) is duly qualified or authorized to conduct business and is in good
standing as a foreign corporation or other applicable entity in all
jurisdictions in which the character or location of its properties owned or
leased by it or the nature of the business conducted by it requires such
qualification or authorization, except where the failure to be so qualified or
authorized has not had and would not have a Material Adverse Effect, and (iii) has
the power and authority to own, lease, service and administer the Assets and to
carry on the Business conducted by them, in the manner that it was conducted
immediately prior to the date of this Agreement.


 


(b)           Authority of Sellers; Conflicts.


 


(i)            Sellers have the power and authority to
execute and deliver this Agreement and the Seller Transaction Documents and to
perform their respective obligations thereunder.  The execution and delivery of this Agreement and the Seller
Transaction Documents by Sellers and the performance of their respective
Obligations thereunder have been duly authorized and approved by all necessary
action on the part of Sellers.


 


(ii)           This Agreement has been duly authorized, executed and delivered by
Sellers and (assuming the valid authorization, execution and delivery of this
Agreement by Buyer) is the legal, valid and binding obligation of Sellers
enforceable in accordance with its terms subject to Debtor Relief Laws; and
each Seller Transaction Document has been duly authorized by Sellers and upon
execution and delivery by Sellers will be (assuming the valid authorization,
execution and delivery by each other party thereto) the legal, valid and
binding obligation of Sellers enforceable in accordance with its terms, in each
case subject to Debtor Relief Laws.


 


(iii)          Except as set forth in Schedule 3.1(b), the execution and
delivery by Sellers of this Agreement and each Seller Transaction Document, and
the performance by them of their obligations hereunder or thereunder, do not
and will not:


 


(A)          Violate any provision of the Articles of Incorporation, Certificate of
Incorporation, Operating Agreement, Certificate of Formation, Bylaws,
Partnership Agreement or other organizational or formation documents of
Sellers;


 


(B)           (1) violate any provision of applicable Law relating to the Business;
(2) violate any provision of any order, arbitration award, judgment or decree
to which Sellers are subject; or (3) require a registration, filing,
application, notice, consent,


 


19

















 


approval, order,
qualification or waiver with, to or from any Governmental Authority (except any
documents required to be recorded or filed with the U.S. Coast Guard, the U.S.
Federal Aviation Authority, the Surface Transportation Board or any comparable
foreign Governmental Authorities with respect to any vessel, vehicle or
aircraft that is subject to a Specified Financing and Lease Asset); or


 


(C)           (1) require a consent, approval or waiver from, or notice to, any party
to a Business Agreement, which consent approval or waiver has not been obtained
or (2) result in a breach of or cause a default under any provision of a
Business Agreement, except in any case under this clause (C), any breach
or default that would not have a Material Adverse Effect.


 


(c)           Financial Statements.  Schedule
3.1(c) sets forth, on a consolidated basis, (i) an unaudited balance sheet
of the Business as of December 31, 2003 (the “Balance Sheet “), and (ii)
an unaudited statement of income of the Business for the twelve month period
ending December 31, 2003 (the “Income Statement” and together, with the
Balance Sheet, the “Financial Statements”).  The Financial Statements were created specially by Sellers in
connection with the transactions contemplated hereby from Sellers’ financial
records.  The Financial Statements (i)
are in accordance with the books and records of Sellers; (ii) present fairly,
in all material respects, the financial position of the Business for the period
then ended; and (iii) have been prepared in accordance with the Accounting
Principles (except (A) for the absence of footnotes and other disclosures
required by GAAP and (B) that the Financial Statements do not present the
results of operation that would have occurred if the Business had been operated
as a “stand-alone” entity).


 


(d)           Operations Since the Date of the Financial
Statements.


 


(i)            Since the date of the Financial Statements,
Sellers have conducted the Business in all material respects only in the
ordinary course and there has not occurred any event which constituted or would
reasonably be likely to constitute a Material Adverse Effect, except to the
extent Sellers have not originated or sought to originate new business.


 


(ii)           Since the date of the Financial Statements, with respect to the
Business, Sellers have not:


 


(A)          Sold, leased (as lessor or lessee), transferred or otherwise disposed
of any assets except in the ordinary course of business consistent with past
practice;


 


(B)           Undertaken or committed to undertake capital expenditures exceeding
$500,000 in the aggregate per calendar quarter, other than capital expenditures
to acquire On-Lease Equipment in the ordinary course of business consistent
with past practice;


 


(C)           Instituted any material increases in any compensation of any employee
other than salary or hourly increases in the ordinary course of business
consistent with past practices or pursuant to employment or collective
bargaining agreements, or instituted any material increase in any existing, or
instituted any new,


 


20

















 


profit sharing, bonus,
incentive, deferred compensation, severance, termination arrangement,
insurance, pension, retirement, medical, hospital, disability, welfare or other
benefits, except for the Retention Agreements, as required to comply with
applicable Requirements of Law or as may be provided in retention agreements
with employees retained by any Seller during the period commencing after the
Initial Closing Date (the “Additional Retention Agreements”);


 


(D)          To the Knowledge of Sellers, suffered any damage, destruction or
casualty loss with respect to any property (whether or not covered by
insurance) in excess of $250,000 in the case of any individual loss or $500,000
with respect to the aggregate of all such losses;


 


(E)           Waived any material rights with respect to any Business Assets;


 


(F)           Permitted any Encumbrances on any Business Assets other than Business
Asset Permitted Encumbrances; or


 


(G)           Authorized, approved, agreed or committed to do any of the foregoing.


 


(e)           Taxes.


 


(i)            Sellers have filed or will have filed on a
timely basis all material Tax Returns relating to the Business in connection
with any federal, state or local Tax required to be filed by them, all such Tax
Returns are true, correct and complete in all material respects and Sellers
have or will have timely paid all such Taxes shown thereon to be due except as
contested upon audit in good faith.


 


(ii)           None of the Assets is subject to any lien in favor of the United States
pursuant to Section 6321 of the Code for nonpayment of federal Taxes, or any
lien in favor of any state or locality pursuant to any comparable provision of
state or local Law under which transferee liability might be imposed upon Buyer
as a buyer of such Assets pursuant to Section 6323 of the Code or any
comparable provision of state or local Law except in each case liens for Taxes
and other governmental charges and assessments which are not yet due and
payable or which are being contested in good faith.


 


(iii)          All of the Purchased Portfolio Assets that are treated as true leases
for federal Income Tax purposes on the books and records of Sellers (excluding
for purposes of this representation “motor vehicle operating leases” to which
Section 7701(h) of the Code applies) are properly treated by Sellers on the
date hereof, under applicable Law in effect on the date hereof, as leases for
federal Income Tax purposes.  All of the
assets of entities the interests in which are Purchased Portfolio Assets which
assets are treated as true leases for federal Income Tax purposes on the books
and records of such entities (excluding for purposes of this representation
“motor vehicle operating leases” to which Section 7701(h) of the Code applies)
are properly treated by such entities (and by Sellers in Sellers’ capacities as
members of such entities) under applicable Law in effect on the date hereof, as
leases for federal Income Tax purposes. 
With respect to (a) the lease executed on April 18, 2004 with BCC
Equipment Leasing Corporation, as lessor,


 


21

















 


and The Boeing Company, as
lessee, of one Bombardier Challenger CL-600-2B16, Variant 604 Aircraft bearing
manufacturer’s serial number 5571 (“MSN 5571”), and (b) the proposed lease with
Boeing Capital Services Corporation, as lessor, and The Boeing Company, as
lessee, of one Bombardier Challenger CL-600-2B16, Variant 604 Aircraft bearing
manufacturer’s serial number 5573 (“MSN 5573”; and MSN 5571 and MSN together,
the “TBC Equipment”), if, in each case the date of the sale of the relevant
aircraft to Buyer is no more than three months following (A) April 27, 2004 in
the case of MSN 5571 and (B) the “Acceptance Date” for such aircraft as set
forth in such lease in the case of MSN 5573, but only if the lease for such
aircraft is executed substantially in the form of, and with substantially the
same economic terms and conditions as, the lease executed for MSN 5571; then:
(1) the original use of the TBC Equipment will commence after September 10, 2001;
(2) the TBC Equipment will have a recovery period of 20 years or less under law
in effect on the date hereof; (3) the TBC Equipment will be acquired by the
lessor after September 10, 2001; (4) the TBC Equipment will be placed in
service before January 1, 2005; (5) no election will have been made by or on
behalf of lessor pursuant to Section 168(k)(2)(C)(iii) of the Code with respect
to the TBC Equipment; (6) the TBC Equipment will be originally be placed in
service no earlier than 3 months prior to sale of the TBC Equipment to Buyer,
and (7) neither the lessor nor the lessee was, prior to May 6, 2003, obligated
under a binding contract to acquire MSN 5571 or MSN 5573.  With respect to the Wing Ventures lease listed
on Schedule 5.3, Sellers warrant that such lease, as restructured, as of
the applicable Closing Date, shall constitute a lease for federal income tax
purposes and that the rental income under such lease will accrue for such
purposes no sooner than as actually provided for in the rent schedule of such
lease, as so amended.


 


(iv)          Except as disclosed by Sellers in writing to Buyer at or before the
Final Closing, no Asset is a debt instrument (A) the interest on which is, or
purports to be, excludable, in whole or in part, from gross income for federal
Income Tax purposes, (B) that was issued with “original issue discount” as that
term is defined in Section 1273(a) of the Code, (C) that is an “applicable high
yield discount obligation” as defined in Section 163(i)(1) of the Code or (D)
that constitutes a “registration-required obligation” as defined in Section
163(f)(2) of the Code and that is not in “registered form” as such term is
defined in Temporary Treasury Regulation Section 5f.103-1(c) or Section
149(b)(3) of the Code.


 


(v)           Except as disclosed on Schedule 3.2(s), no borrower under a
Portfolio Asset that is a debt obligation for federal income tax purposes is
other than a “United States person” as such term is defined in Section
7701(a)(30) of the Code.  No Person for
whom any of the Sellers acts as a paying agent for U.S. source interest
payments or to whom any of the Sellers has  transferred a partial
participation in an Asset that is a debt obligation for U.S. federal income tax
purposes giving rise to U.S. source interest payments is other than a “United
States person” as such term is defined in Section 7701(a)(30) of the Code.


 


(vi)          None of the Assets directly or indirectly secures any debt, the
interest on which is tax-exempt under Section 103(a) of the Code.


 


22

















 


(vii)         As of the Initial Closing Date, to the knowledge of Roger J. Idnani
(Director Tax Planning Boeing Capital Corporation), Sellers have not received
official notice (i) from GATX Marine Investors Corporation or Deep Seas
Investors L.L.C. that GATX Marine Investors Corporation has sold or transferred
its interest in the Deep Seas Investors, L.L.C. or (ii) from The CIT
Group/Equipment Financing, Inc. or Portland Tube Facility, L.L.C. that The CIT
Group/Equipment Financing, Inc. has sold or transferred its interests in
Portland Tube Facility, L.L.C., or (iii) from Mitsui Leasing (U.S.A.), Inc. or
MDFC/Mitsui Leasing Partnership that Mitsui Leasing (U.S.A.) has sold or
transferred their interests in MDFC/Mitsui Leasing Partnership.


 


(f)            Governmental Permits.  Set
forth on Schedule 3.1(f) are all Permits owned, held or possessed by
Sellers relating to the Business.  To
the Knowledge of Sellers, Sellers have, and at all times have had, all Permits
necessary to entitle Sellers to own or lease, operate and use the Assets and to
carry on and conduct the Business (herein collectively called “Governmental
Permits”).


 


(g)           Real Property. 
Sellers do not own any real property used in the Business.


 


(h)           [Intentionally Omitted].


 


(i)            Software.  To the Knowledge of Sellers,
except as set forth on Schedule 3.1(i), Sellers have the right and
license to use the Software used in the conduct of the Business as presently
conducted.


 


(j)            No Violation, Litigation or Regulatory Action.


 


(i)            To the Knowledge of Sellers (after Reasonable
Inquiry), Sellers have complied with all applicable Requirements of Law
relating to the Business;


 


(ii)           To the Knowledge of Sellers (after Reasonable Inquiry), none of
Sellers, nor any of their directors, officers, employees, agents or
representatives, nor any Person acting for or on behalf of any Seller, has
violated the Foreign Corrupt Practices Act or the USA PATRIOT Act in connection
with the Business, to the extent applicable. To the Knowledge of Sellers (after
Reasonable Inquiry), all Sellers, and employees, agents, and representatives
thereof, as well as all Persons acting for or on behalf of all Sellers, are in
compliance with the Foreign Corrupt Practices Act and the USA PATRIOT Act in
connection with the Business, to the extent applicable;


 


(iii)          To the Knowledge of Sellers (after Reasonable Inquiry), no Seller has,
within the last five years, violated any Laws governing the export, re-export
and licensing of goods, services and technology in connection with the Business
and, to the Knowledge of Sellers (after Reasonable Inquiry), each Seller is in
compliance in all material respects with all aforementioned Laws in connection
with the Business;


 


(iv)          To the Knowledge of Sellers (after Reasonable Inquiry), no Seller has,
within the last five years, violated any Laws prohibiting cooperation with
unsanctioned foreign boycotts and requiring the reporting of certain requests
to cooperate with such foreign boycotts in connection with the Business and, to
the Knowledge of


 


23

















 


Sellers (after Reasonable
Inquiry),  each Seller is in compliance
in all material respects with the aforementioned Laws prohibiting cooperation
with unsanctioned foreign boycotts and requiring the reporting of certain
requests to cooperate with such foreign boycotts in connection with the
Business;


 


(v)           To the Knowledge of Sellers (after Reasonable Inquiry), no Seller has,
in connection with the Business, within the last five years, violated any Laws
administered by the U.S. Department of the Treasury, Office of Foreign Assets
Control imposing economic sanctions and trade embargoes against designated
countries, persons and entities and, to the Knowledge of Sellers (after
Reasonable Inquiry),  each Seller, in
connection with its operations with respect to the Business, is in compliance
in all material respects with the foregoing Laws imposing economic sanctions
and trade embargoes against designated countries, persons and entities;


 


(vi)          To the Knowledge of Sellers (after Reasonable Inquiry), no Seller in
connection with the Business owns, in whole or in part, manages, operates,
uses, or benefits from property in or from Cuba that was nationalized by the
Cuban Governmental Authorities after January 1, 1959;


 


(vii)         Except as set forth on Schedule 3.1(j) or on the Schedule of
Pending Non-Income Tax Contests, there are no lawsuits, claims, suits,
proceedings or investigations relating to the Business pending or, to the
Knowledge of Sellers, threatened against Sellers, with respect to which  (i) if adversely determined against any
Seller would reasonably be likely to result in Liabilities and Expenses in
excess of $500,000, (ii) seek equitable or injunctive relief against one or
more Seller, (iii) seek punitive, exemplary, special, incidental or
consequential damages against a Seller or (iv) allege fraud or bad faith by one
or more Seller, nor have Sellers received any written notice of violation of
any Law relating to the Business from any Governmental Authority which if adversely
determined against any Seller would reasonably be likely to result in
Liabilities and Expenses in excess of $250,000; and


 


(viii)        There is no lawsuit, claim or proceeding pending or, to the Knowledge
of Sellers, threatened, that questions the legality or propriety of the
transactions contemplated by this Agreement or any of the Seller Transaction
Documents.


 


(k)           Contracts.


 


(i)            Schedule 3.1(k) sets forth a list of each of the following
(collectively, the “Business Agreements”):


 


(A)          any Contract (including purchase orders) involving the
obligation of Sellers to purchase products or services pursuant to which the
aggregate of payments to become due from Sellers is equal to or exceeds
$500,000 other than loan and lease commitments made in the ordinary course of
business;


 


(B)           any commitment of Sellers relating to the Business to make a capital
expenditure or to purchase a capital asset, not contemplated by the capital
expenditure budget of Sellers for the Business; and


 


24

















 


(C)           any Assigned Contract containing any covenant or provision limiting the
freedom of Sellers to engage in any line of business or compete with any Person
in any geographic area.


 


(ii)           Except as set forth on Schedule 3.1(k), each Contract set forth
on Schedule 3.1(k) is, with respect to Sellers, valid, binding and in
full force and effect, and with respect to any other party, to the Knowledge of
Sellers, valid, binding and in full force and effect.  Except as set forth on Schedule 3.1(k), Sellers have
performed all material obligations required to be performed by them to date
under each such Contract and are not in breach or default in any material
respect thereunder and, to the Knowledge of Sellers, no other party to any of
such Contracts is in breach or default in any material respect thereunder.


 


(l)            Status of Assigned Contracts. 
Each of the Assigned Contracts is valid, binding and in full force and
effect.  Sellers are not in, have not
received written notice of, or, to the Knowledge of Sellers, alleged to be in,
breach or default under any of the Assigned Contracts in any material respect
and no event has occurred which, with notice and/or lapse of time, would
constitute a default under any of the Assigned Contracts in any material respect.


 


(m)          No Brokers.  Except for Credit Suisse
First Boston, whose fees shall be paid by Sellers, Sellers are not obligated to
pay any fee or commission to any broker, finder or intermediary for or on
account of the transactions contemplated by this Agreement.


 


(n)           ERISA.


 


(i)            Each material Benefit Plan is set forth on Schedule
3.1(n-(i)).


 


(ii)           With respect to each Benefit Plan set forth on Schedule 3.1(n-(i)):  (i) to the Knowledge of Sellers, each such
plan has been maintained and operated in material compliance with the
applicable requirements of the Code and ERISA and the regulations issued
thereunder and (ii) no material litigation or asserted claims against Sellers
exist with respect to any such plan other than claims for benefits in the
normal course of business.


 


(iii)          Except as set forth on Schedule 3.1(n-(iii)), each Benefit Plan
intended to qualify under Section 401(a) of the Code has received a favorable
currently effective determination letter that it is so qualified by the IRS,
and, to the Knowledge of the Sellers, no event has occurred since the date of
such determination letter that could reasonably be expected to result in the
tax disqualification of such Benefit Plan.


 


(o)           Environmental Compliance.


 


(i)            To the Knowledge of Sellers (after Reasonable
Inquiry), the Business is in compliance with all applicable Environmental Laws.


 


(ii)           Sellers have not received any written notice of violation, nor is any
claim or action pending or to the Knowledge of Sellers, threatened, asserting
actual or potential Liability under any Environmental Law in respect to the
Business.


 


25

















 


(iii)          Notwithstanding any other provisions of this Agreement, Buyer
acknowledges and agrees that the representations and warranties contained in
this Section 3.1(o) and Section 3.2(d) are the only
representations and warranties given by Sellers with respect to environmental
matters or compliance with Environmental Laws and Hazardous Substances and no
other provisions of this Agreement shall be interpreted as containing any
representation or warranty with respect thereto.


 


(p)           Employee Relations and Agreements.


 


(i)            There are not any collective bargaining
agreements or other agreements with any labor union or other bargaining unit directly
relating to the employees of the Business.


 


(ii)           Except as set forth on Schedule 3.1(p-(ii)) or for the
Additional Retention Agreements, no employee of the Business is a party to any
employment or other agreement that entitles him or her to compensation or other
consideration upon the acquisition by any Person of control of the Business.


 


(iii)          Sellers have terminated no more than ten (10) employees of the Business
within ninety (90) days prior to the Initial Closing Date.


 


(q)           No Undisclosed Liabilities.  The
Business does not have any Liabilities or obligations of a nature required by
GAAP to be reflected on or disclosed in the footnotes to a balance sheet of the
Business except for (i) Liabilities disclosed, reflected or reserved against in
the Financial Statements, (ii) Liabilities incurred after the date of the
Financial Statements in the ordinary course of business, (iii) the matters
disclosed in or arising out of matters set forth on Schedule 3.1(q) and
the other Schedules to this Agreement or which are the subject of other
representations and warranties set forth herein, (iv) Liabilities and
obligations incurred in connection with this Agreement and the transactions
contemplated hereby, and (v) Liabilities which constitute Excluded Liabilities.


 


(r)            Business Assets. 
Sellers are the sole and lawful owners of the Business Assets.  Upon Closing hereunder, Buyer shall receive
good and marketable title to the Business Assets transferred at such Closing
free and clear of all Encumbrances other than Business Asset Permitted
Encumbrances.


 


3.2           Representations and Warranties with Respect to Specified Portfolio
Assets.


 


(a)           Sellers or the Investment Vehicles are the sole and lawful owners of
the Specified Portfolio Assets (other than the Portfolio Property relating to
any Specified Financing and Lease Asset) and are either the sole and lawful
owners of the Portfolio Property or have a valid perfected first priority
security interest in such Portfolio Property. 
Upon each Closing hereunder, other than Portfolio Asset Permitted
Encumbrances, Buyer shall receive (i) good and marketable title to the
Specified Portfolio Assets intended to be transferred at such Closing (other
than the Portfolio Property relating to any Specified Financing and Lease
Asset) free and clear of all Encumbrances and (ii) good and marketable title or
a valid perfected first priority security interest on the Portfolio Property
transferred at such Closing free and clear of all Encumbrances.  To the extent this transaction constitutes a
secured transaction, Sellers grant to Buyer a valid


 


26

















 


perfected first priority
security interest in all of the Purchased Portfolio Assets and all proceeds of
all of the foregoing to secure any and all obligations at any time owing by
Sellers to Buyer.


 


(b)           (i) The Specified Portfolio Contracts are true, valid, genuine and
complete in all material respects; (ii) Sellers or the Investment Vehicles have
in their possession either (x) a fully executed original of any Lease Contract
or note or certificate of title (and an executed original or a true and correct
copy of all other documents) comprising each Specified Financing and Lease
Asset, Credit Enhancement and all other Portfolio Contracts required by the applicable
Seller’s or the Investment Vehicle’s credit or investment approval with respect
to each Specified Financing and Lease Asset or (y) a true and correct
electronic version of each document referred to in clause (x) above for
which Sellers or the Investment Vehicles do not have either a fully executed
original or an executed original or a true and correct copy, as called for in clause
(x) above; (iii) the documents in Sellers’ or the Investment Vehicles’
possession pursuant to clause (ii) are sufficient to enforce the
Obligor’s obligations under each Specified Financing and Lease Asset, Credit
Enhancement and all other material Portfolio Contracts and (iv) Sellers or the
Investment Vehicles have in their possession documentation sufficient to
establish the original equipment cost of all On-Lease Equipment for purposes of
determining personal property tax liability.


 


(c)           The Specified Financing and Lease Assets represent existing, valid,
binding and enforceable obligations in accordance with their written terms,
subject to any Debtor Relief Law, and constitute and arose out of bona fide
business transactions entered into in the ordinary and usual course of business
of the applicable Seller or Investment Vehicle, consistent with their
respective past practices, but in the case of any Investment Vehicle,
consistent with the applicable Seller’s past practices.


 


(d)           The Specified Financing and Lease Assets and the Asset Files relating
thereto conform in all material respects with all applicable Laws.  To the Knowledge of Sellers (after
Reasonable Inquiry), all Portfolio Property was in compliance with
Environmental Laws when each applicable Obligor took delivery thereof.


 


(e)           Signatures, names, addresses, amounts, descriptions of Collateral and
other statements and facts contained in the Specified Financing and Lease
Assets and the Asset Files relating thereto are genuine, true and accurate in
all material respects.


 


(f)            The computation of rents, interest, fees and
other charges, if any, with respect to the Specified Financing and Lease
Assets, have been accurately made and conform with all applicable Laws, in all
material respects, and neither the billing and collection nor enforcement of
any Specified Financing and Lease Asset or Credit Enhancement in accordance with
the terms thereof has resulted or will result in the violation of any Laws in
effect as of the date hereof or as of the applicable Closing Date.


 


(g)           (i) Other than as set forth on Schedule 3.2(g)(i), each
Specified Financing and Lease Asset is not more than thirty (30) days past due
with respect to its payments and no prepayments have been made thereunder; (ii)
other than as set forth on Schedule 3.2(g)(ii), neither Sellers nor the
Investment Vehicles have received any advance rents or other payments or
deposits of any Obligor under any Specified Financing and Lease Asset; (iii)
each such Specified


 


27

















 


Financing and Lease Asset requires the Obligor thereunder (and not a
Seller, Investment Vehicle or any other Person) to maintain insurance against
loss or damage with respect to the On-Lease Equipment and tangible Collateral
subject to or governed by such Specified Financing and Lease Asset in an amount
in compliance with such Seller’s or Investment Vehicle’s credit policies as of
the date of origination; (iv) such Specified Financing and Lease Asset requires
the Obligor thereunder (and not a Seller, Investment Vehicle or any other
Person) to maintain liability insurance naming the applicable Seller or Investment
Vehicle, and its successors and assigns additional insureds with respect to
such liability insurance; (v) other than as set forth on Schedule 3.2(g)(v),
neither Sellers nor the Investment Vehicles have received any notice of
cancellation, termination or non-renewal of such insurance which remains
uncured, and based thereon, Sellers further jointly and severally represent and
warrant to Buyer that all of the insurance required pursuant to such Specified
Financing and Lease Asset is in full force and effect; and (vi) neither Sellers
nor the Investment Vehicles have taken any action or omitted to take any action
that has resulted or might result in (x) the Obligor under any Specified
Financing and Lease Asset maintaining less insurance against loss or damage or
liability insurance than is required under the terms of such Specified
Financing and Lease Asset or (y) a reduction in the amount that would otherwise
be payable as proceeds with respect to a claim under any such insurance policy.


 


(h)           Other than as set forth on Schedule 3.2(h), the Specified
Portfolio Assets are in full force and effect, are not subject to any valid
defenses, setoffs or counterclaims of any kind and no suit or any legal action
or proceeding, administrative, judicial or otherwise has been brought or, to
the Knowledge of Sellers, threatened to be brought by or against Sellers or the
Investment Vehicles in connection therewith.


 


(i)            Other than as set forth on Schedule 3.2(i),
the On-Lease Equipment subject to each relevant Specified Financing and Lease
Asset has been delivered to the applicable lessee Obligor in accordance with
the terms of the applicable Lease Contract and has been accepted by such
Obligor and, to the Knowledge of Sellers, all such On-Lease Equipment is in the
actual possession of and being used by such Obligor (or a duly authorized
sublessee or other agent or designee appointed in accordance with the terms of
the relevant Specified Financing and Lease Asset) in its business operations;
and no Obligor under any Specified Financing and Lease Asset has acquired any
Portfolio Property, any interest in any Portfolio Property or the use of any
Portfolio Property pursuant to such Specified Financing and Lease Asset for any
purpose that is subject to the Truth in Lending Act and Regulation Z, as
amended, or any State consumer credit Law.


 


(j)            Unless otherwise set forth on Schedule
3.2(j), to the Knowledge of Sellers, no Obligor under any Specified
Portfolio Contract is the subject of any proceeding under any Debtor Relief
Law.


 


(k)           The Asset Files and Records relating to the Specified Portfolio Assets
are accurate in all material respects; and all information contained on the
Schedules attached to this Agreement is accurate in all material respects.


 


(l)            Other than as set forth on Schedule 3.2(l),
to the Knowledge of Sellers, no Portfolio Property relating to any of the
Specified Portfolio Contracts has been repossessed, sold


 


28

















 


or substantially damaged
without being repaired (whether or not covered by insurance) in excess of
$250,000 in the case of any individual loss or $500,000 with respect to the
aggregate of all such losses.


 


(m)          Neither Sellers nor the Investment Vehicles are in breach of or default
under any Specified Financing and Lease Asset or any Credit Enhancement.


 


(n)           No Obligor under any Specified Financing and Lease Asset is required
under any applicable Law to withhold from payment on any such Specified
Financing and Lease Asset any interest or other withholdings for the payment of
Taxes to any Governmental Authority, except to the extent that such Obligor is
obligated to indemnify the applicable Seller for the amount withheld.


 


(o)           Other than as set forth on Schedule 3.2(o), (i) all payments
pursuant to each Specified Financing and Lease Asset are made directly to
Sellers or the Investment Vehicles; (ii) no Specified Financing and Lease Asset
is subject to any debt subordination agreement, participation agreement (where
the applicable Seller or Investment Vehicle has granted a participation
interest to a third party), intercreditor agreement, owner trust agreement,
collateral sharing agreement, residual sharing agreement, remarketing agreement
or vendor recourse agreement and no Specified Financing and Lease Asset is subject
to any disposition agreement; and (iii) none of the Specified Financing and
Lease Assets will constitute a public sector financing contract.


 


(p)           Sellers or the Investment Vehicles have approved credit requests,
credit proposals, letters of intent and similar documents and otherwise entered
into commitments and Portfolio Contracts and documented the Specified Financing
and Lease Assets in a manner consistent with Sellers’ credit policies,
collateral eligibility standards, underwriting, origination and credit quality
classifications in effect at the time such Specified Financing and Lease Assets
were originated.


 


(q)           (i) no Person has an option to purchase any item of On-Lease Equipment
for a fixed amount less than the Booked Residual Value thereof; (ii) the Booked
Residual Value of any item of On-Lease Equipment is not less than the amount
set forth on the Data Tape; (iii)  all
documents required to be recorded or filed with the U.S. Coast Guard, the U.S.
Federal Aviation Authority, the Surface Transportation Board or any comparable
foreign Governmental Authorities with respect to any vessel, vehicle or
aircraft that is subject to a Specified Financing and Lease Asset have been
duly filed or recorded, and all filing fees and Taxes, if any, payable in connection
with such filings have been paid in full; and (iv) each vehicle, vessel and
aircraft that is subject to a Specified Financing and Lease Asset has been duly
registered with the appropriate Governmental Authorities, and legal title to or
the benefits of a valid first priority perfected mortgage with respect to each
such vehicle, vessel or aircraft is vested in a Seller or Investment Vehicle.


 


(r)            Schedule 3.2(r) sets forth a list of each Credit Enhancement
that is a letter of credit or certificate of deposit that has a maximum face
amount in excess of $75,000, along with (i) the issuer thereof, (ii) the
maximum amount drawable thereunder or principal amount


 


29

















 


thereof, (iii) the
expiration or maturity date thereof, if applicable and (iv) the physical
location thereof.


 


(s)           Other than as set forth on Schedule 3.2(s) each Specified
Financing and Lease Asset and Credit Enhancement is expressly governed by the
Laws of a State of the United States. 
Other than as disclosed on Schedule 3.2(s) each Obligor under a
Specified Financing and Lease Asset effects payments with respect to such
Specified Financing and Lease Asset from a location in the United States.  Except as set forth on Schedule
3.2(g)(ii), none of the Obligors identified on Schedule 3.2(g)(ii)
are located in the State of New York.


 


(t)            (i) No Specified Financing and Lease Asset
that is in the form of a Lease Contract is terminable at the option of the
Obligor thereunder except to the extent that such Obligor is required to pay to
or on behalf of the applicable Seller a termination payment in an amount not
less than the present value of all remaining scheduled payments, computed using
a discount rate equal to the contract rate, if provided for, or otherwise the
implicit rate for such Specified Financing and Lease Asset plus an
amount not less than the present value of Booked Residual Value (as
proportionately reduced for the interests subject to the Option Agreement)
plus, to the extent required to be paid pursuant to the terms of such Lease
Contract, any break funding, swap breakage or similar costs  and (ii) no Specified Financing and Lease
Asset that is in the form of a Finance Obligation is terminable at the option
of the Obligor thereunder except to the extent that the Obligor is required to
pay the applicable Seller or Investment Vehicle not less than the sum of the
outstanding principal balance plus accrued and unpaid interest
thereunder at the time of termination plus, to the extent required to be
paid pursuant to the terms of such Finance Obligation, any break funding, swap
breakage or similar costs.


 


(u)           All of the Portfolio Information set forth in the Data Tape is true,
correct, complete and accurate in all respects as of April 30, 2004, subject to
the following limitations and qualifications:


 


(i)            The Data Tape includes information in
addition to the Portfolio Information. 
No representation or warranty is made with respect to such additional
information, except as otherwise indicated in footnote * on the Addendum to Exhibit
L.


 


(ii)           The Data Tape includes information regarding certain Financing and
Lease Assets and other Portfolio Assets that are not Specified Financing and
Lease Assets, Equity Assets or Assets held for Sale or Lease.  No representation or warranty is made with
respect to the information applicable to any such assets.


 


(iii)          The Data Tape includes projected cash flows with respect to certain
Financing and Lease Assets that bear interest at a floating rate (or are Lease
Contracts that have an imputed floating interest rate).  In projecting such cash flows, Sellers
assumed a fixed rate of interest over the remaining life of such assets at a
rate equal to the most recent applicable contractual index rate plus the
current applicable contractual interest rate “spread” or “margin,” if any.


 


(iv)          The Data Tape includes contractual payment amounts, Booked Residual
Values and projected cash flows with respect to Specified Financing and Lease


 


30

















 


Assets owned by the
Investment Vehicles or with respect to which the applicable Seller owns a
beneficial interest.  Such payment
amounts, Booked Residual Values and projected cash flows have not been
bifurcated on the Data Tape into the applicable portions thereof to be
transferred to Buyer (pursuant to Buyer’s acquisition of interests in the
Investment Vehicles or a portion of such beneficial interest) from those
portions thereof applicable to the interests retained by Sellers subject to the
Option Agreement.


 


(v)           To the extent any of the Portfolio Information consists of projected
cash flows (or similar types of information consisting of projected receipts
with respect to the Specified Portfolio Assets), Sellers make no representation
with respect to the collectability of such cash flows.


 


(vi)          The Portfolio Information and Sellers’ representations and warranties
with respect thereto are further limited and/or qualified as set forth on the
Addendum to Exhibit L.


 


(v)           Other than as set forth in Schedule 3.2(v) or any documents
required to be recorded or filed with the U.S. Coast Guard, the U.S. Federal
Aviation Authority, the Surface Transportation Board or any comparable foreign
Governmental Authorities with respect to any vessel, vehicle or aircraft that
is subject to a Specified Financing and Lease Asset, the execution and delivery
by Sellers of this Agreement and each Seller Transaction Document, and the
performance by them of their obligations hereunder or thereunder, do not and
will not (i) require a consent, approval or waiver from, or notice to, any
party to a Specified Portfolio Contract or other Specified Financing and Lease
Asset, which consent approval or waiver has not been obtained, or (ii) result
in a breach of or cause a default under any provision of a Specified Portfolio
Contract or other Specified Financing and Lease Asset; except in any case under
clauses (i) and (ii) above, any violation, breach, default or
non-compliance that would not create a defense to enforcement or give rise to  material damages.  The consents, approvals, waivers and notices
set forth on Schedule 3.2(v) shall be referred to herein as the “Required
Consents”.


 


(w)          As of April 30, 2004, the total amount of Applicable NAV of Portfolio
Assets with respect to which any regularly scheduled installment of principal,
interest or base rent (as the case may be) was more than thirty (30) days past
due was not more than $75,000,000, with such delinquency determined on a
separate IER-by-IER basis such that only the Applicable NAV of delinquent IERs
shall be included in the computation of such amount.  For the avoidance of doubt, no such amount subject to
forbearance, deferral or similar agreements shall be deemed to be past due for
purposes of the foregoing.


 


(x)            Other than as set forth in Schedule 3.2(x),
since the date of the Financial Statements, with respect to the Portfolio
Assets, neither the Sellers nor the Investment Vehicles have:


 


(i)            Waived any material rights; or


 


(ii)           Except for the Portfolio Asset Permitted Encumbrances, consented to, or
otherwise, to the Knowledge of Sellers with respect to Portfolio Property,
permitted


 


31



















any Encumbrances on any
Specified Portfolio Assets intended to be transferred at a Closing.


 


3.3           Representations and Warranties with respect to Equity Assets.


 


(a)           The Equity Assets are duly authorized, validly issued, outstanding,
fully paid and nonassessable.


 


(b)           Schedule 3.3 accurately sets forth the names of the
owners of the Equity Assets, the percentage ownership thereof, and whether such
Equity Assets are certificated.


 


(c)           Each Seller listed on Schedule 3.3 owns the Equity Asset
listed thereon beneficially and of record, free and clear of all Encumbrances.


 


(d)           To the extent that any Equity Asset is certificated, the delivery of a
certificate or certificates at a Closing representing such Equity Asset in the
manner set forth in Section 2.3 will transfer to Buyer valid title
to the applicable Equity Asset, free and clear of all Encumbrances.  Upon each Closing, Buyer will be the
beneficial owner of record of the Equity Assets transferred at that Closing,
free and clear of all Encumbrances.


 


(e)           The Mitsui Partnership does not have any Liabilities and does not
engage in any trade, business or other activity, other than the ownership of
certain Specified Financing and Lease Assets, a portion of which are set forth
on the Data Tape.


 


SECTION 4


REPRESENTATIONS
AND WARRANTIES OF BUYER


 


As an inducement to Sellers
to enter into this Agreement and to consummate the transactions contemplated
hereby, Buyer hereby represents and warrants to Sellers as follows:


 


4.1           Organization
of Buyer. 
Buyer (i) is a corporation duly incorporated, validly existing and in
good standing under the Laws of the State of Delaware, (ii) is duly qualified
or authorized to conduct business and is in good standing as a foreign
corporation in all jurisdictions in which the character or location of its
properties owned or leased by it or the nature of the business conducted by it
requires such qualification or authorization, except where the failure to be so
qualified or authorized has not had and would not have a material adverse
effect on Buyer or Buyer’s ability to perform its obligations hereunder or
under the Buyer Transaction Documents, and (iii) has the corporate power and
corporate authority to own or lease and operate its assets and to carry on its
business in the manner that they were conducted immediately prior to the date
of this Agreement.


 


4.2           Authority of
Buyer. 
Buyer has the corporate power and corporate authority to execute and
deliver this Agreement and each of the Buyer Transaction Documents and to
perform its obligations thereunder.  The
execution and delivery of this Agreement and the Buyer Transaction Documents by
Buyer and the performance of its Obligations thereunder have been duly
authorized and approved by all necessary corporate action and do not require
any further authorization or consent of Buyer or its stockholders.  This Agreement has been duly authorized,


 


32

















 


executed and delivered by
Buyer and (assuming the valid authorization, execution and delivery of this
Agreement by Sellers) is the legal, valid and binding agreement of Buyer
enforceable in accordance with its terms subject to Debtor Relief Laws, and
each of the Buyer Transaction Documents has been duly authorized by Buyer and
upon execution and delivery by Buyer will be (assuming the valid authorization,
execution and delivery by each other party thereto) the legal, valid and
binding obligation of Buyer enforceable in accordance with its terms, in each
case subject to Debtor Relief Laws.


 


4.3           No
Violation of Law and Agreements.  The
execution and delivery by Buyer of this Agreement and each Buyer Transaction
Document, and the performance by Buyer of its obligations hereunder or
thereunder, does not and will not:


 


(a)           Violate any provision of the charter or bylaws of Buyer; or


 


(b)           (i) violate any provision of applicable Law, order, arbitration award,
judgment or decree relating to Buyer or to which Buyer is subject; or (iii)
require a registration, filing, application, notice, consent, approval, order,
qualification or waiver with, to or from any Governmental Authority, except any
violation that would not have a material adverse effect on Buyer’s ability to
perform its obligations hereunder or under the Buyer Transaction Documents.


 


4.4           No
Litigation or Regulatory Action.


 


(a)           There are no lawsuits, claims, suits, proceedings or investigations
pending or, to the knowledge of Buyer, threatened against Buyer which if
determined adversely to Buyer would reasonably be expected to have a material
adverse effect on Buyer’s ability to perform in a timely manner its obligations
hereunder or under the Buyer Transaction Documents; and


 


(b)           There is no lawsuit, claim or proceeding pending or, to the knowledge
of Buyer, threatened, that questions the legality or propriety of the
transactions contemplated by this Agreement or any of the Buyer Transaction
Documents.


 


4.5           No Brokers.  Buyer is not obligated to pay any fee or
commission to any broker, finder or intermediary for or on account of the
transactions contemplated by this Agreement.


 


4.6           Financial
Ability. 
Buyer has, and will have on each Closing Date, the financial ability to
consummate the transactions contemplated by this Agreement and service and
administer the Specified Portfolio Assets in accordance with the terms thereof.


 


4.7           Accredited
Investor. 
Buyer is an accredited investor as defined under the Securities Act of
1933, as amended, capable of evaluating the risks and merits relating to the
purchase of the Specified Portfolio Assets and is capable of making an informed
purchase in connection therewith.


 


SECTION 5


ACTION
PRIOR TO EACH CLOSING DATE


 


Buyer and Sellers covenant
and agree to take the following actions between the date hereof and each
Closing Date:


 


33

















 


5.1           Access to
Information. 
Subject to any and all applicable Laws and prior to the Final Closing,
Sellers shall permit Buyer and its representatives to have reasonable access to
the Assets and the Business, during regular business hours and upon reasonable
advance notice, to the extent Buyer shall reasonably deem necessary or
desirable; provided, however, that Sellers shall not be required
to violate any obligation of confidentiality to which Sellers are subject in
discharging their obligations pursuant to this Section 5.1 nor
shall the foregoing require Sellers to permit any inspection, or to disclose
any information, that would violate any attorney client privilege with respect
to privileged communications of Sellers; provided, further, that
Buyer and its representatives comply with the Confidentiality Agreement.  Buyer agrees that such investigation shall
be conducted in such a manner as not to interfere unreasonably with the
operations of Sellers, and Buyer and its representatives shall not speak to any
of the employees of Sellers other than those involved in the negotiation of the
transactions contemplated by this Agreement without the prior written consent
of Sellers.


 


5.2           Consents of Third Parties; Governmental Approvals.


 


(a)           Buyer and Sellers will act diligently and reasonably to secure, before
the Final Closing Date, the Required Consents relating to the Assets to be
transferred hereunder; provided, however, that Sellers shall not
be required to incur (unless indemnified by Buyer) any financial or other
obligation in connection therewith (other than normal and customary transaction
costs and filing fees not otherwise required hereby to be incurred by Buyer).


 


(b)           During the period prior to each Closing Date, Buyer and Sellers shall
act diligently and reasonably, and shall cooperate with each other, to secure
any consents and approvals of any Governmental Authority required to be
obtained by them in order to permit the consummation of the transactions
contemplated by this Agreement, or to otherwise satisfy the conditions set
forth in Sections 7 and 8.


 


(c)           Subject to the terms and conditions of this Agreement, each party shall
use its commercially reasonable efforts to cause each Closing to occur (including
the use of reasonable efforts to execute any documents reasonably requested by
either party hereto and to satisfy such party’s conditions to Closing set forth
herein); provided, however, that no party shall have any
obligation to dispose of, hold separate or otherwise restrict its enjoyment of
any of its assets or properties.


 


(d)


 


(i)            In the event that any Required Consent with
respect to any Specified Financing and Lease Asset or Equity Asset (excluding
interests subject to the Option Agreement), or any right or benefit arising
thereunder or resulting therefrom, is obtained at any time following the
Initial Closing Date (whether before or (unless Buyer or Sellers have elected
as provided below to refuse equitable assignment) after the Final Closing
Date), Sellers shall deliver to Buyer the related Seller Transaction Documents
with regard to such Assets, and Buyer shall deliver to Sellers the related
Buyer Transaction Documents with regard to the corresponding Assumed
Liabilities.  In the event that any
Required Consent with respect to any Specified Financing and Lease Asset or
Equity Asset (other than the Deferred Assets and interests subject to the
Option


 


34

















 


Agreement), or any right or
benefit arising thereunder or resulting therefrom, shall not have been obtained
prior to the Final Closing Date, then as of the Final Closing, unless either of
Sellers or Buyer elect in writing to refuse such equitable assignment of a
particular Specified Financing and Lease Asset or Equity Asset, this Agreement
shall and hereby does, to the extent permitted by Law, constitute full and
equitable assignment by Sellers to Buyer of all of right, title and interest of
Sellers in and to, and all Assumed Liabilities of Sellers under, each such
Specified Financing and Lease Assets and Equity Asset, and Buyer shall be
deemed Sellers’ agent with full power of attorney for purpose of completing,
fulfilling and discharging all Assumed Liabilities thereunder from and after
the Final Closing Date under any such Specified Financing and Lease Asset and
Equity Asset.


 


(ii)           On the Final Closing Date, Sellers shall transfer to Buyer all amounts
received by Sellers after the Initial Closing Date through the Final Closing
Date with respect to any Specified Financing and Lease Asset or Equity Asset
that is equitably assigned to Buyer plus interest at the Applicable
Interest Rate on such amounts from the date of Seller’s receipt thereof until
such Specified Financing and Lease Asset or Equity Asset is equitably assigned
to Buyer.


 


(iii)          The parties shall take all necessary steps (including entry into
subcontracts for the performance thereof as permitted) and actions to provide
Buyer with all of the benefits of such Specified Financing and Lease Assets and
Equity Assets, and to relieve Sellers of the obligations for all Assumed
Liabilities thereunder to the same extent as if the desired assignment,
transfer or novation had been effected. 
Buyer agrees to pay, perform and discharge, and indemnify Sellers against
and hold Sellers harmless from, all Assumed Liabilities thereunder relating to
such performance (other than failure of Sellers to perform unless such failure
to perform was at the written request of Buyer) under such Specified Financing
and Lease Assets or Equity Assets.


 


(iv)          During the eighteen (18) month period extending from the Final Closing
Date, Buyer may, but shall have no obligation to, unwind and terminate any
equitable assignment of a Specified Financing and Lease Asset or Equity Asset
by providing written notice to Sellers during such eighteen (18) month period
(an “Unwind of Equitable Assignment”), but only to the extent the
applicable Required Consent has not yet been obtained.  If Buyer elects to cause an Unwind of
Equitable Assignment, (A) the parties shall take all necessary steps to provide
Sellers with all of the benefits of such Asset, and to relieve Buyer of all
Assumed Liabilities thereunder, from and after the date Buyer provides Sellers
with written notice of its election to cause an Unwind of Equitable Assignment,
and (B) within ten (10) Business Days following receipt of Buyer’s written
notice to cause an Unwind of Equitable Assignment, Sellers shall pay to Buyer
the then Applicable NAV of such Asset and applicable Premium Reduction Payment
reduced to reflect the amortization pursuant to Buyer’s accounting policies
with respect thereto in effect on the date Buyer provides Sellers with such
notice.


 


(v)           In the event that either Sellers or Buyer elect in writing to refuse an
equitable assignment of a particular Specified Financing and Lease Asset or
Equity Asset on or prior to the Final Closing Date, Buyer shall have no
obligation to purchase such


 


35

















 


Specified Financing and
Lease Asset or Equity Asset and such Specified Financing and Lease Asset or
Equity Asset shall be deemed a Serviced Asset.


 


(e)           [Intentionally Omitted].


 


(f)            Except as otherwise provided herein, the
obligations of the parties under this Section 5.2 shall not include
any requirement of Sellers or Buyer to expend money (other than normal legal
and professional fees or filing fees), commence or participate in any
litigation or offer or grant any accommodation (financial or otherwise) to any
third party.


 


5.3           Operations
Prior to each Closing Date. 
During the period from the date hereof until the relevant Closing Date,
except as required by Law or as required by this Agreement, Sellers shall:


 


(a)           Use commercially reasonable efforts to do the following:


 


(i)            operate and carry on the Business and service
and administer the Specified Portfolio Assets that have not been transferred to
Buyer at a previous Closing in the ordinary course of business consistent with
past practice and in compliance with applicable Laws;


 


(ii)           preserve substantially intact the Assets, and preserve their present
Business relationships, including with Obligors;


 


(iii)          service in all material respects the Specified Portfolio Assets and
protect Sellers’ rights and interests therein in the ordinary course of
business consistent with Sellers’ practices in effect on the date hereof, including
billing, collection, administration and servicing policies, including
policies relating to renewal of insurance;


 


(iv)          maintain the Asset Files in the ordinary course of business consistent
with Sellers’ practices in effect on the date hereof and cause such Asset Files
to be true and complete in all material respects; and


 


(v)           preserve and transfer to Buyer at the Initial Closing the backlog for
the Business.


 


(b)           Without limiting the provisions of Section 5.3(a), except
as set forth on Schedule 5.3, as expressly contemplated by this
Agreement or with the written approval of Buyer, between the date hereof and
the relevant Closing Date, Sellers shall not do any of the following:


 


(i)            Make any material change in the Business or
its operations, except such changes as may be required to comply with any
applicable Requirements of Law;


 


(ii)           Make any capital expenditure in relation to the Business or enter into
any contract or commitment therefor in excess of $500,000 in the aggregate,
except in the ordinary course of business;


 


36

















 


(iii)          Sell, lease (as lessor), transfer or otherwise dispose of any Specified
Portfolio Asset or Business Asset, mortgage or pledge or impose any Encumbrance
(other than Portfolio Asset Permitted Encumbrances or Business Asset Permitted
Encumbrances) on any of the Specified Portfolio Assets or Business Assets;


 


(iv)          Institute any material increase in any, or adopt any new, profit
sharing, bonus, incentive, deferred compensation, insurance, pension,
retirement, medical, hospital, disability, severance, termination, welfare or
other employee benefit plan with respect to employees of the Business, other
than in the ordinary course of business as required on a non-discretionary
basis by any such existing plan, or by any employment agreements or by
Requirements of Law;


 


(v)           Make any material change in the compensation of employees of the
Business, other than increases in salary or wages made in accordance with
normal compensation practices and consistent with past practices of Sellers or
non-discretionary increases required by employment agreements or by any
Requirement of Law or as may be provided in the Additional Retention
Agreements;


 


(vi)          With respect to the Business: acquire or purchase any properties or
assets (other than in the ordinary course of business consistent with past
practices including entering into Portfolio Contracts), merge or
consolidate with, or acquire all or substantially all of the assets of, or
otherwise acquire, any Person, or make any material investment in any Person;


 


(vii)         Modify any Specified Portfolio Asset from the form contained in the
applicable Asset File in any respect nor cancel, sell, or subordinate in
writing any Specified Portfolio Asset in whole or in part, nor release all or
any portion of the Portfolio Property relating to any Specified Financing and
Lease Asset from the lien in favor of the applicable Seller, except as required
by the terms of the relevant documents contained in the applicable Asset File;


 


(viii)        Directly or indirectly in any way extend or otherwise restructure the
payment schedule, payment terms or any other term or condition of any Specified
Financing and Lease Asset or make any advance, extension, novation,
modification or other accommodation to any Obligor;


 


(ix)           Solicit any Obligor in connection with any refunding or refinancing of
any Specified Portfolio Asset;


 


(x)            Take any action (or omit to take any action)
that would breach any of Sellers’ representations, warranties or covenants
contained in this Agreement or that would reasonably be likely to cause any of
the conditions in Section 7 to be materially delayed or fail to be
satisfied;


 


(xi)           Except as set forth on Schedule 5.3, enter into any
material transaction that would be treated as a lease for federal Income Tax
purposes under which a Seller is a lessor and that, if entered into, would be a
Portfolio Asset (for the avoidance of doubt, for this purpose “Portfolio Asset”
shall not include any lease entered into in the


 


37

















 


course of the commercial
aircraft financing business or the space and defense financing business of
Boeing Capital or any of the other Sellers or their Affiliates); or


 


(xii)          Authorize, approve, agree or commit to do any of the foregoing.


 


5.4           [Intentionally Omitted]


 


5.5           Confidentiality.  The terms of the
Confidentiality Agreement (including, without limitation, those relating
to Taxes) are hereby incorporated by reference and shall continue in full force
and effect until the Final Closing Date, at which time such Confidentiality
Agreement and the obligations of Buyer under this Section 5.5 shall
terminate.  If this Agreement is, for
any reason, terminated prior to the Initial Closing Date, the Confidentiality
Agreement shall continue in full force and effect in respect of such
confidential information in accordance with its terms.  In addition to the obligations under the
Confidentiality Agreement, Buyer and Sellers hereby agree that each of them
will not disclose, nor will they permit any of their Affiliates to disclose, to
any third party any confidential or proprietary information obtained from the
other in connection with this Agreement (including without limitation
any disclosure by Sellers or their Affiliates of any information relating to
the Assets purchased by Buyer; it being acknowledged that, except for such
confidential or proprietary information that is protected from disclosure by
the attorney-client privilege or work product doctrine, such confidential or
proprietary information does not include the (i) Tax structure or Tax treatment
of the transactions contemplated by this Agreement), except as required by
applicable Law, (ii) information which (A) is or becomes generally available to
the public other than as a result of a disclosure by the party bound hereunder
to keep such information confidential, (B) was or becomes available to the
party bound hereunder on a non-confidential basis from a source other than the
other party hereto (or its representatives), provided that, to the bound
party’s knowledge, such source is not prohibited from disclosing such
information by a contractual, legal or fiduciary obligation to other party, or
(C) as required by applicable Law.


 


SECTION 6


ADDITIONAL
AGREEMENTS


 


6.1           Use of Names.


 


(a)           Nothing herein shall be construed as granting Buyer a license in or to
any trademarks, service marks or trade names belonging to Sellers or their
respective Affiliates (collectively, the “Marks”).  Notwithstanding anything to the contrary in
this Agreement, Buyer may not use the Marks, or any portion thereof, or any
mark confusingly similar thereto, except as set forth in this Section 6.1.  If any Marks remain on Assets transferred to
Buyer at any Closing, Buyer will have the limited permission to use such Marks
for so long as they remain on such Assets; provided, however,
Buyer will take commercially reasonable steps to promptly remove such Marks (to
the extent removable, it being acknowledged that Marks are not removable from
paper, documents or records) within three (3) months from the Initial Closing
Date.


 


(b)           Buyer acknowledges Sellers’ (or their respective Affiliates’) rights in
and title to the Marks and agrees that Buyer shall not acquire nor claim any
title to the Marks adverse to Sellers (or their respective Affiliates) by
virtue of this Agreement, the parties intending that all


 


38

















 


use of the Marks by Buyer
permitted hereunder shall inure to the exclusive benefit of Sellers or their
respective Affiliates.


 


(c)           In the event Buyer or any Affiliate of Buyer violates any of its
obligations under this Section 6.1, Sellers may proceed against it
in Law or in equity for such damages or other relief as a court may deem
appropriate.  Buyer acknowledges that a
violation of this Section 6.1 may cause Sellers irreparable harm
which may not be adequately compensated for by money damages.  Buyer therefore agrees that in the event of
any actual or threatened violation of this Section 6.1, Sellers
shall be entitled, in addition to other remedies that it may have, to a
temporary restraining order and to preliminary and final injunctive relief
against Buyer or such Affiliate of Buyer to prevent any violations of this Section 6.1.


 


6.2           Employees;
Employee Benefits.


 


(a)           Hiring of Employees. 
Buyer shall use commercially reasonable efforts to hire as of the
Initial Closing Date no less than eight (8) employees of the Business that
perform asset management and collection functions, and may hire any other
employees of the Business as Buyer deems necessary, all on at least the same
base salary in effect immediately prior to the Initial Closing Date and with
employee benefits and employee compensation programs that are substantially
similar in the aggregate to those provided by Buyer to its similarly-situated
employees. Buyer has delivered to Sellers a written description of such
employee benefits and aggregate data on employee compensation programs.  With respect to each such Business employee
who accepts Buyer’s offer of employment (a “Transferred Employee”),
Buyer shall (i) maintain for twelve (12) months after the Initial Closing Date
at least the same base salary as in effect immediately prior to the Initial Closing
Date and employee benefits and employee compensation programs provided by Buyer
to its similarly-situated employees (including severance benefits), and
(ii) subject to the approval of the Buyer’s Pension Committee which approval
shall not be unreasonably withheld (and Buyer hereby agrees to cause the
Pension Committee to consider granting such approval at its next meeting and
that, promptly after such meeting, Buyer shall notify Sellers whether such
approval has been granted), credit the Transferred Employees’ entire periods of
service prior to the Initial Closing for purposes of determining eligibility,
vesting, and benefit entitlement (but not benefit accruals under any pension
plan) under severance, vacation, pension benefits, retiree medical and life
insurance benefits, and all other compensation and benefit plans, programs and
policies maintained by Buyer for the benefit of such employees after the
Initial Closing.  Notwithstanding the
foregoing, Buyer shall not be prohibited by this Section 6.2(a)
from terminating the employment of any Transferred Employee following the
Initial Closing Date, subject, however to Buyer’s compliance with all
applicable Requirements of Law or agreements to which Buyer is a party or by
which it is bound.  Employees of the
Business who are on approved leaves of absence at the time they accept an offer
of employment from Buyer shall become Transferred Employees as of the date they
return from such leave of absence and accept employment with Buyer.


 


(b)           Health Coverages; Workers’ Compensation. 
Without limiting the scope of Section 6.2(a), Buyer shall
cause each Transferred Employee (and his or her “eligible dependents”, as
defined in the Benefit Plans) to be covered following the Initial Closing by a
group health plan that provides health benefits (within the meaning of
Section 5000(b)(1) of the Code) that (i) comply with the provisions of Section 6.2(a)
with respect to Transferred


 


39

















 


Employees, (ii) does not
limit or exclude coverage on the basis of any pre-existing condition of such
Transferred Employee or dependent (other than any limitation already in effect
under Sellers’ group health plan), and (iii) provides each Transferred Employee
full credit, for the year during which the Initial Closing occurs, for any
deductible already incurred by the Transferred Employee under Sellers’ group
health plan and for any other out-of-pocket expenses that count against any
maximum out-of-pocket expense provision of Sellers’ or Buyer’s group health
plan or medical plan.  In addition,
Buyer shall assume responsibility for all amounts payable by reason of, or in
connection with, any and all medical and dental claims incurred by any
Transferred Employee or his or her eligible dependents after the Initial
Closing, and shall assume responsibility for workers’ compensation claims (including
medical, disability, permanency and expense claims) incurred by any Transferred
Employee or his or her eligible dependents after the Initial Closing, and shall
take all necessary and appropriate action to adopt or designate a workers’
compensation program to cover Transferred Employees at least comparable to the
one currently provided by Sellers with respect to the Transferred Employees.  For purposes of the foregoing, a
medical/dental claim shall be considered incurred when the medical services are
rendered or medical supplies are provided, and not when the condition arose.


 


(c)           [Intentionally Omitted].


 


(d)           [Intentionally Omitted].


 


(e)           Accrued Vacation.  Sellers
shall pay the Transferred Employees all accrued vacation upon such Transferred
Employees’ terminations of employment with Sellers.


 


(f)            Savings Plan. 
Without limiting the scope of Section 6.2(a), as of the
Initial Closing, Buyer shall make available, and maintain for a period of a
least twelve (12) months, a tax-qualified defined contribution plan with a cash
or deferred feature (the “Buyer’s Savings Plan”) for the benefit of each
Transferred Employee who was eligible to participate in a tax-qualified defined
contribution plan maintained by Sellers with a cash or deferred feature (a “Sellers’
Savings Plan”).  As soon as
practicable after the Initial Closing, Sellers’ Savings Plan shall make
distributions available to Transferred Employees as permitted by
Section 401(k)(2) of the Code, and Buyer’s Savings Plan shall accept any
such distribution as a direct rollover distribution if so directed by the
Transferred Employee.  Sellers shall
make any contributions to Sellers’ Savings Plan that was due and payable by
Sellers on or before the Initial Closing Date.


 


(g)           Flexible Spending Accounts. 
Without limiting the scope of Section 6.2(a), effective as
of the Initial Closing, Buyer shall establish flexible spending accounts for
health and dependent care expenses, and Sellers shall spin-off and Buyer shall
assume the health and dependent care account balances (and related assets and
liabilities) under Sellers’ flexible benefits plan with respect to Transferred
Employees to Buyer’s flexible benefit plan. 
As soon as practicable after the Initial Closing, (i) Sellers shall pay
to Buyer in cash the amount, if any, by which aggregate contributions made to
accounts under Sellers’ flexible benefits plan exceeded the aggregate benefits
provided as of the Initial Closing, or (ii) Buyer shall pay to Sellers in cash
the amount, if any, by which aggregate benefits provided from accounts under
Sellers’ flexible benefits plan exceeded the aggregate contributions made as of
the Initial Closing Date.  Subject to
applicable Law, including, but not limited to, the Health Insurance
Portability and Accountability Act of 1996, Sellers will make available to
Buyer, not less than five (5) calendar


 


40

















 


days prior to the Initial
Closing, a list of Transferred Employees who are participating in or have
participated in the plans described in this subsection (g),
together with the elections made prior to the Initial Closing with respect to
such accounts through the Initial Closing.


 


(h)           Sick Leave.  Sellers shall pay Transferred
Employees accrued sick leave in accordance with, and subject to, Sellers’ sick
leave policy.


 


(i)            WARN Act.  Buyer agrees to provide any
required notice under the Worker Adjustment and Retraining Notification Act, as
amended (the “WARN Act”), and any similar state or other applicable law,
and to otherwise comply with any such applicable law with respect to any “plant
closing” or “mass layoff” (as defined in the WARN Act) or group termination or
similar event affecting employees of the Business (including as a result
of the consummation of the transactions contemplated by this Agreement) and
occurring after the Initial Closing Date. 
Sellers shall provide any such notice with respect to any group
termination or similar event occurring on or before the Initial Closing Date.


 


(j)            No Third Party Beneficiary. 
Nothing herein is intended to, and shall not be construed to, create any
third party beneficiary rights of any kind or nature, including the
right of any Transferred Employee or other individual to seek to enforce any
right to compensation, benefits, or any other right or privilege of employment
with Sellers or Buyer.


 


6.3           Insurance.  Sellers will keep (or cause to be kept)
insurance policies currently maintained by Sellers relating to the Assets and
current or former employees, or suitable replacements therefor, in full force
and effect through the Final Closing Date, except that Sellers may reduce,
terminate, amend or otherwise modify such policies to reflect that certain
Assets and Assumed Liabilities have been transferred at a Closing; provided,
however, that with respect to insurance maintained by Obligors, Sellers
shall not permit any reduction, termination, amendment or modification thereof
except as required by any Specified Portfolio Contract.


 


6.4           Federal
Mogul Schedule.  In
the event of any default, nonpayment or raising of any defense to enforcement
by the Obligor with respect to the Federal Mogul Schedule, Buyer shall have the
option to require Sellers by written notice within thirty (30) days of such
event to purchase the Federal Mogul Schedule for the Applicable NAV as of
the date of the consummation of such purchase.


 


6.5           Unapplied Cash.  Sellers will use commercially reasonable
efforts to reconcile and apply all cash that is reflected on the general ledger
of any of them as of the Initial Closing Date.


 


6.6           Insurance
Matters. 
Sellers have disclosed on Schedule 3.2(g)(v) that certain
Obligors are not in compliance with the insurance requirements of their respective
Specified Financing and Lease Assets (the “Insurance Deficiencies”).  Sellers shall use commercially reasonable
efforts to cause each of such Obligors to cure the Insurance Deficiencies prior
to the time that Services are no longer being provided under the Transition
Services Agreement.  With respect to
each Insurance Deficiency, until Sellers certify to Buyer in writing that such
Insurance Deficiency has been cured, Sellers shall indemnify and hold harmless each
Buyer Group


 


41

















 


Member against all
Indemnifiable Losses arising out of such Insurance Deficiency without reference
to any of the monetary limitations or time limitations set forth in Schedule 9.


 


6.7           [Intentionally Omitted]


 


6.8           [Intentionally Omitted].


 


6.9           Sellers’
Covenant. 
Sellers covenant and agree with Buyer as follows, it being understood
and agreed that each of the following covenants and agreements shall survive
all Closings:


 


(a)           Notice to Obligors. 
Sellers shall cooperate with Buyer in notifying the Obligors under the
Purchased Portfolio Assets of the assignment of such Purchased Portfolio Assets
from Sellers to Buyer, provided, however, that such notification shall not
apply in those instances when a Required Consent is to be obtained prior to the
sale of any Specified Portfolio Asset to Buyer.  Such notification shall be by letter in substantially the form
attached hereto as Exhibit G or as may otherwise be mutually agreed upon
by the applicable Seller and Buyer.


 


(b)           Closing Date Data Tape. 
After the Initial Closing (but in no event later than July 31,  2004), Sellers shall deliver to Buyer the
Closing Date Data Tape.  All of the
Portfolio Information and other data to be set forth in the Closing Date Data
Tape shall be true, correct, complete and accurate in all respects as of 11:59
p.m. PDT on May 31, 2004; provided, however, the parties
acknowledge that the Closing Date Data Tape will include certain interests that
are subject to the Option Agreement.


 


6.10         Buyer’s Covenant.  Buyer covenants and agrees
with Sellers as follows, it being understood that each of the following
covenants shall survive the Closing:


 


(a)           [Intentionally Omitted].


 


(b)           [Intentionally Omitted].


 


(c)           [Intentionally Omitted].


 


(d)           Separate Portfolio. 
Buyer shall use commercially reasonable efforts to maintain its assets
and liabilities in such a manner that it is not costly or difficult to
ascertain or otherwise identify the CFS Portfolio and any and all liabilities
associated with the CFS Portfolio from Buyer’s other assets and
liabilities.  Buyer shall maintain
separate CFS Portfolio Records with respect to the CFS Portfolio and such CFS
Portfolio Records shall be used by Buyer in the preparation of the Applicable
NAV Statements, the Gain/Loss Statements and the reports described in Schedule 1.9(a)(iv).


 


(e)           [Intentionally Omitted].


 


(f)            Audit and Access Rights.


 


(i)            Buyer acknowledges that, in addition to their
rights (and the matters) described in Section 1.9(a)(v), Sellers
shall have the right to perform periodic


 


42

















 


audits (not to exceed one
(1) in any calendar year) and examinations with respect to the CFS Portfolio
and the CFS Portfolio Records, for purposes of verifying compliance with the
covenants made in Section 1.9 and Schedule 10, and
Buyer agrees that in connection with such audits and examinations upon
reasonable (but no less than five (5) Business Days’) prior notice to Buyer,
any Seller or its authorized representatives will be permitted during normal
business hours to examine, inspect, and make copies and extracts of, the CFS
Portfolio Records and any and all other information relating to the CFS
Portfolio in the possession or under the control of Buyer and/or its
Affiliates.  Buyer also shall make
available to Sellers a knowledgeable financial, accounting and/or portfolio
management officer, as reasonably requested by Sellers, for the purpose of
answering questions in respect of the CFS Portfolio, or any applicable part
thereof.  Sellers shall pay all
out-of-pocket costs and expenses incurred by Sellers in connection with
Sellers’ activities pursuant to this Section 6.10(f) (“Audit
Costs”).


 


(ii)           Buyer further acknowledges and agrees that (A) Buyer shall reasonably
cooperate with Sellers to enable Sellers to meet and confer with Buyer’s
Accountants in connection with the report described in Section 1.9(a)(v)
above, and (B) in connection with any such meeting, Buyer shall reasonably
cooperate with Sellers to enable Sellers to be permitted to review Buyer’s
Accountants’ work papers used to prepare the report identified in Section 1.9(a)(v)).


 


(g)           CFS Portfolio Administration; Modification of
Assets.  Buyer shall administer, manage and otherwise
conduct its operations with respect to the CFS Portfolio in substantially the
same manner as Buyer administers, manages and conducts its operations with
respect to similar assets (e.g., loans, leases and other similar types
of financing assets (and the property encumbered thereby or subject thereto))
owned or serviced by Buyer that are not part of the CFS Portfolio.


 


(h)           Payments Received by Buyer – Excluded Assets.  All
amounts received by Buyer with respect to any of the Excluded Assets (including
with respect to the Zero Balance Financing and Lease Assets and related
Portfolio Property), shall be forwarded by Buyer to Boeing Capital, on behalf
of the applicable Seller, within a reasonable time, provided, however,
that payments received by Buyer with respect to any Serviced Asset shall be
handled in accordance with the terms of the Servicing Agreement.  All amounts received by Sellers with respect
to any of the Assets on or after the Closing Date on which such Asset was sold
to Buyer shall be forwarded by Sellers to Buyer within a reasonable time,
provided, however, that payments received by Sellers with respect to any Asset
subject to Transition Services Agreement pursuant to the Transition Services
Agreement shall be handled in accordance therewith.


 


(i)            [Intentionally Omitted].


 


(j)            [Intentionally Omitted].


 


43

















 


SECTION 7


CONDITIONS
PRECEDENT TO OBLIGATIONS OF BUYER


 


7.1           Conditions
to the Initial Closing.  The
obligations of Buyer to consummate the Initial Closing shall, at the option of
Buyer, be subject to the satisfaction or written waiver in whole or in part, on
or prior to the Initial Closing Date, of the following conditions:


 


(a)           No Misrepresentation or Breach of Covenants
and Warranties.  The representations and warranties of
Sellers made in this Agreement and the Seller Transaction Documents shall be
true and correct:  (i) in all material
respects (other than such representations and warranties which are qualified by
materiality, Material Adverse Effect or material adverse effect which shall be
true and correct in all respects) as of the date hereof; and (ii) on and as of
the Initial Closing Date, as though made on such date, (A) except for those
representations and warranties which refer to facts existing at a specific
date, and (B) except to the extent any breaches of such representations and
warranties would not in the aggregate have a Material Adverse Effect or a
material adverse effect on the transactions contemplated hereby.  Sellers shall have performed or complied in
all material respects with all obligations and covenants required by this
Agreement to be performed or complied with by Sellers on or before the Initial
Closing Date; there shall not have been any Material Adverse Effect from the
date hereof to the Initial Closing Date; and Sellers shall have delivered to
Buyer a certificate dated the Initial Closing Date and signed by an authorized
representative of each Seller confirming each of the foregoing.


 


(b)           Necessary Governmental Approvals.  All
approvals and actions of or by all Governmental Authorities which are necessary
to consummate the transactions contemplated by the Initial Closing shall have
been obtained or taken place (other than any such approvals and actions which
are contemplated by Section 7.3(b) for less than all of the Assets
to be transferred at the Initial Closing).


 


(c)           Deliveries by Sellers. 
Sellers shall have delivered to Buyer at the Initial Closing all the
items specified to be delivered by Sellers in Section 2.3(a).


 


(d)           No Injunction. 
There shall not be in effect on the Initial Closing Date any Court Order
restraining or enjoining the carrying out of this Agreement or the consummation
of the transactions contemplated by the Initial Closing.


 


7.2           Conditions
to each Subsequent Closing.  The
obligations of Buyer to consummate each Subsequent Closing shall, at the option
of Buyer, be subject to the satisfaction or written waiver in whole or in part,
on or prior to such the date of such Subsequent Closing, of the following
conditions:


 


(a)           No Misrepresentation or Breach of Certain
Covenants and Warranties.  The representations and warranties of
Sellers set forth in Sections 3.1(a), 3.1(b), 3.1(d), 3.1(e)(iii),
3.1(j), 3.1(m), 3.1(r), 3.2, 3.3(a), 3.3(b),
3.3(c), 3.3(d) and 3.3(e)shall be true and correct on and as of the date of such Subsequent
Closing, as though made on such date, (i) except for those representations and
warranties which refer to facts existing at a specific date, (ii) except to the
extent any breaches of such representations and warranties would not in the aggregate


 


44

















 


have a Material Adverse
Effect or a material adverse effect on the transactions contemplated hereby,
(iii) except to the extent any such representations and warranties relate to or
are made for any Assets not transferred on the date of such Subsequent Closing
and (iv) except to the extent any such representations and warranties relate to
or are made with respect to any Sellers not transferring Assets on the date of
such Subsequent Closing.  Sellers shall
have performed or complied in all material respects with all obligations and
covenants required by this Agreement to be performed or complied with by
Sellers on or before the date of such Subsequent Closing; there shall not have
been any Material Adverse Effect from the date of the immediately prior Closing
Date to the date of such Subsequent Closing; and Sellers shall have delivered
to Buyer a certificate dated the date of such Subsequent Closing and signed by
an authorized representative of each Seller confirming each of the foregoing.


 


(b)           Necessary Governmental Approvals.  All
approvals and actions of or by all Governmental Authorities which are necessary
to consummate the transactions contemplated by such Subsequent Closing shall
have been obtained or taken place (other than any such approvals and actions
which are contemplated by Section 7.3(b) for less than all of the
Assets to be transferred at such Subsequent Closing).


 


(c)           Deliveries by Sellers. 
Sellers shall have delivered to Buyer at such Subsequent Closing all the
items specified to be delivered by Sellers in Section 2.3(b).


 


(d)           No Injunction. 
There shall not be in effect on the Closing Date any Court Order
restraining or enjoining the carrying out of this Agreement or the consummation
of the transactions contemplated by such Subsequent Closing.


 


7.3           Conditions
to Transfer of each Asset.  The
obligations of Buyer to consummate the purchase of any particular Asset at any
Closing shall, at the option of Buyer, be subject to the satisfaction or
written waiver in whole or in part, on or prior to the date of such Closing, of
the following conditions:


 


(a)           All Required Consents for that particular Asset shall have been
obtained; and


 


(b)           All approvals and actions of or by all Governmental Authorities which
are necessary for Buyer’s consummation of the purchase of that particular Asset
shall have been obtained or taken place.


 


Notwithstanding the failure
of any one or more of the foregoing conditions in this Section 7,
Buyer may proceed with a Closing without satisfaction, in whole or in part, of
any one or more of such conditions with written waiver of such conditions.


 


7.4           Conditions Relating to Material Adverse Effect.


 


(a)           To the extent that at or prior to any Closing Sellers deliver to Buyer a
written notice (a “Post-Signing MAE Notice”) specifying in reasonable
detail either (i) a Material Adverse Effect or (ii) breach of a representation
or warranty of Sellers as of such Closing having a Material Adverse Effect or
material adverse effect on the transactions contemplated hereby, and which
Material Adverse Effect described in clause (i) or breach described in clause
(ii) did


 


45

















 


not exist or occur on or
before the date of this Agreement, and Buyer nevertheless proceeds with such
Closing following receipt of such notice, Buyer shall be deemed to have waived
for all purposes any rights or remedies it may have against Sellers (including
any rights or remedies under Section 9.1) by reason of the occurrence
of such events to the extent described in such Post-Signing MAE Notice.


 


(b)           To the extent that at or prior to any Closing Sellers deliver to Buyer
a written notice specifying in reasonable detail either (i) a Material Adverse
Effect or (ii) breach of a representation or warranty of Sellers as of such
Closing having a Material Adverse Effect or material adverse effect on the
transactions contemplated hereby, and which Material Adverse Effect described
in clause (i) or breach described in clause (ii) existed or
occurred on or before the date of this Agreement, Sellers shall have a period
of ninety (90) days from delivery of such notice to cure such Material Adverse
Effect or breach to the extent such Material Adverse Effect or breach is
curable.  Notwithstanding anything to
the contrary herein, during such 90-day cure period, Sellers shall have no
obligation to enter into any Closing.


 


SECTION 8


CONDITIONS
PRECEDENT TO OBLIGATIONS OF SELLERS


 


8.1           Conditions
to the Initial
Closing.  The obligations of Sellers to consummate the
Initial Closing shall, at the option of Sellers, be subject to the satisfaction
or written waiver in whole or in part, on or prior to the Initial Closing Date,
of the following conditions:


 


(a)           No Misrepresentation or Breach of Covenants
and Warranties.  The representations and warranties of Buyer
made in this Agreement and the Buyer Transaction Documents shall be true and
correct:  (i) in all material respects
(other than such representations and warranties which are qualified by materiality,
Material Adverse Effect or material adverse effect which shall be true and
correct in all respects) as of the date hereof; and (ii) on and as of the
Initial Closing Date, as though made on such date, (A) except for those
representations and warranties which refer to facts existing at a specific date
and (C) except to the extent any breaches of such representations and
warranties of Buyer would not in the aggregate have a material adverse effect
on the transactions contemplated hereby. 
Buyer shall have performed or complied in all material respects with all
obligations and covenants required by this Agreement to be performed or
complied with by Buyer on or before the Initial Closing Date; and Buyer shall
have delivered to Sellers a certificate dated the Initial Closing Date and
signed by an authorized representative of Buyer confirming the foregoing.


 


(b)           Necessary Governmental Approvals.  All
approvals and actions of or by all Governmental Authorities which are necessary
to consummate the transactions contemplated by the Initial Closing shall have
been obtained or taken place (other than any such approvals and actions which
are contemplated by Section 8.3(b) for less than all of the Assets
to be transferred at the Initial Closing).


 


(c)           Payment of Purchase Price. 
Buyer shall have paid to Sellers the portion of the Base Purchase Price
for the Assets to be transferred at the Initial Closing and the Purchase
Premium, in each case, as required to be paid pursuant to Section 1.3.


 


46

















 


(d)           Delivery by Buyer. 
Buyer shall have delivered to Sellers at the Initial Closing all the
items specified to be delivered by Buyer in Section 2.2(a).


 


(e)           No Injunction. 
There shall not be in effect on the Initial Closing Date any Court Order
restraining or enjoining the carrying out of this Agreement or the consummation
of the transactions contemplated by this Agreement.


 


8.2           Conditions to
each Subsequent
Closing.  The obligations of Sellers to consummate
each Subsequent Closing shall, at the option of Sellers, be subject to the
satisfaction or written waiver in whole or in part, on or prior to such the
date of such Subsequent Closing, of the following conditions:


 


(a)           No Misrepresentation or Breach of Certain
Covenants and Warranties.  The representations and warranties of Buyer
set forth in Sections 4.1, 4.2, 4.3, 4.4, 4.5,
4.6 and  4.7 shall be true
and correct on and as of the date of such Subsequent Closing, as though made on
such date, (i) except for those representations and warranties which refer to
facts existing at a specific date and (ii) except to the extent any breaches of
such representations and warranties would not in the aggregate have a material
adverse effect on the transactions contemplated hereby.  Buyer shall have performed or complied in
all material respects with all obligations and covenants required by this
Agreement to be performed or complied with by Buyer on or before the date of
such Subsequent Closing; and Buyer shall have delivered to Sellers a
certificate dated the date of such Subsequent Closing and signed by an
authorized representative of Buyer confirming the foregoing.


 


(b)           Necessary Governmental Approvals.  All
approvals and actions of or by all Governmental Authorities which are necessary
to consummate the transactions contemplated by such Subsequent Closing shall
have been obtained or taken place (other than any such approvals and actions
which are contemplated by Section 8.3(b) for less than all of the
Assets to be transferred at such Subsequent Closing).


 


(c)           Payment of Purchase Price. 
Buyer shall have paid to Sellers the portion of the Base Purchase Price
for the Assets to be transferred at such Subsequent Closing that is required to
be paid pursuant to Section 1.3.


 


(d)           Deliveries by Buyer. 
Buyer shall have delivered to Buyer at such Subsequent Closing all the
items specified to be delivered by Sellers in Section 2.2(b).


 


(e)           No Injunction. 
There shall not be in effect on the date of such Subsequent Closing any
Court Order restraining or enjoining the carrying out of this Agreement or the
consummation of the transactions contemplated to occur at such Subsequent
Closing.


 


8.3           Conditions
to Transfer of Each
Asset.  The obligations of Sellers to consummate the
sale of any particular Asset at any Closing shall, at the option of Sellers, be
subject to the satisfaction or written waiver in whole or in part, on or prior
to the date of such Closing, of the following conditions:


 


(a)           All Required Consents for that particular Asset shall have been
obtained.


 


47

















 


(b)           All approvals and actions of or by all Governmental Authorities which
are necessary for Sellers’ consummation of the sale of that particular Asset
shall have been obtained or taken place.


 


SECTION 9


INDEMNIFICATION


 


Sellers and Buyer hereby
agree to the covenants and agreements set forth on Schedule 9
hereto.  Reference in this Agreement or
in any of the Schedules or Exhibits hereto to any of Sections 9.1
through 9.8  shall be deemed
to be references to the corresponding Sections of Schedule 9
hereto.  Reference in this Agreement or
in any of the Schedules or Exhibits hereto to Section 9  shall be deemed to be references to Schedule 9
hereto.


 


SECTION 10


SPECIAL
WARRANTY


 


Sellers and Buyer hereby
agree to the covenants and agreements set forth on Schedule 10
hereto.  Reference in this Agreement or
in any of the Schedules or Exhibits hereto to any of Sections 10.1
through 10.4  shall be
deemed to be references to the corresponding Sections of Schedule 10
hereto.  Reference in this Agreement or
in any of the Schedules or Exhibits hereto to Section 10  shall be deemed to be references to Schedule 10
hereto.


 


SECTION 11


TERMINATION


 


11.1         Termination.


 


(a)           Notwithstanding anything contrary in this Agreement, this Agreement may
be terminated at any time prior to the Initial Closing Date:


 


(i)            by Sellers, by giving notice to Buyer on or
after ninety (90) days after the date of this Agreement, if any of the
conditions set forth in Section 8.1 is not satisfied or waived by
such date, unless such satisfaction has been frustrated or made impossible by
any act or failure to act by Sellers;


 


(ii)           by Buyer, by giving notice to Sellers on or after ninety (90) days
after the date of this Agreement, if any of the conditions set forth in Section 7.1
is not satisfied or waived by such date, unless such satisfaction has been
frustrated or made impossible by any act or failure to act by Buyer;


 


(iii)          by Sellers by giving notice to Buyer at any time, if Buyer has breached
any material representation, warranty, covenant or agreement contained in this
Agreement (except to the extent any breaches of such representations and
warranties would not in the aggregate have a Material Adverse Effect or a
material adverse effect on Buyer’s ability to perform its obligations hereunder
or under the Buyer Transaction Documents) and such breach has not been cured
within thirty (30) calendar days after Sellers’ notice to Buyer of such breach
(“Sellers’ Breach Notice”) or, if cure is not


 


48

















 


possible within thirty (30)
calendar days, if cure has not been commenced and is not being diligently
pursued within thirty (30) calendar days after Sellers’ Breach Notice;


 


(iv)          by Buyer, by giving notice to Sellers at any time, if Sellers have
breached any material representation, warranty, covenant or agreement contained
in this Agreement (except to the extent any breaches of such representations
and warranties would not in the aggregate have a Material Adverse Effect or a
material adverse effect on the transactions contemplated hereby) and such
breach has not been cured within thirty (30) calendar days after Buyer’s notice
to Sellers of such breach (“Buyer’s Breach Notice”) or, if cure is not
possible within thirty (30) calendar days, if cure has not been commenced and
is not being diligently pursued within thirty (30) calendar days after Buyer’s
Breach Notice;


 


(v)           by Buyer, by giving notice to Sellers within ten (10) Business Days of
receipt of a Post-Signing MAE Notice from Sellers; or


 


(vi)          by mutual written agreement of Sellers and Buyer.


 


(b)           In the event of termination of this Agreement pursuant to Section 11.1(a)
above:


 


(i)            Each party shall return to the other party or
destroy all documents concerning confidential information of the other party
(and, upon request, certify as to the return or destruction thereof);


 


(ii)           No party shall have any liability or further obligation to the other
party hereunder, except for obligations of confidentiality and non-use with
respect to the other party’s confidential information, which shall survive the
termination of this Agreement and no party shall be entitled to any monetary
damages or injunctive relief (including specific performance) as a
result of such termination, or any indemnification under Section 9
or 10, except as permitted in Section 11.1(b)(iv);


 


(iii)          The provisions of Sections 5.5, 11.1(b), 12.2, 12.3,
12.4, 12.6, 12.7, 12.10, 12.13, 12.14,
12.15 and 12.21 hereof shall remain in full force and effect; and


 


(iv)          In no event shall any termination of this Agreement limit or restrict
the rights and remedies of any party hereto against any other party which has
knowingly, willfully or intentionally breached any of the agreements or other
provisions of this Agreement prior to termination thereof.


 


SECTION 12


GENERAL
PROVISIONS


 


12.1         Survival of
Covenants,
Representations and Warranties.  No covenant or agreement contained herein to
be performed prior to a Closing Date shall survive that Closing Date unless
otherwise expressly agreed by the parties and any covenant and agreement to be
performed after that Closing Date shall survive the Closing occurring on that
Closing Date until


 


49

















 


the expiration of the applicable
statute of limitations, except as otherwise provided herein.  Each representation and warranty contained
herein and in the Seller Transaction Documents shall survive the Initial
Closing until, and will expire and be of no force and effect, on the conclusion
of the applicable time periods specified in, and otherwise in accordance with, Schedule 9.  THEREAFTER, THE PARTIES HERETO SHALL, BY
VIRTUE HEREOF, BE RELEASED FROM ANY LIABILITY WHATSOEVER UNDER THIS AGREEMENT,
INCLUDING ANY INDEMNIFICATION OBLIGATION UNDER SCHEDULE 9, WITH
RESPECT TO ANY SUCH REPRESENTATION OR WARRANTY.


 


12.2         No Public
Announcement. 
From the date of this Agreement, neither Buyer nor Sellers shall,
without the written approval of the other (such approval not to be unreasonably
withheld or delayed), make any press release or other public announcement
concerning the transactions contemplated by this Agreement, except as and to
the extent that any such party shall be so obligated by applicable Requirements
of Law, in which case such party shall use reasonable efforts to coordinate
with the other party with respect to the timing, form and content of such
release or announcement and the parties shall use their reasonable efforts to
cause a mutually agreeable release or announcement to be issued; provided,
however, that the foregoing shall not preclude communications or
disclosures necessary to implement the provisions of this Agreement or with
respect to the reporting and list maintenance provisions of Temp. Treas. Reg.
§ 1.6011-4 and Treas. Reg. § 301.6112-1, any successor thereto and
any comparable provision of state or local tax Law.


 


12.3         Notices.  All notices or other communications required
or permitted hereunder shall be in writing and shall be deemed given or
delivered (a) when delivered personally against written receipt, (b) if sent by
registered or certified mail, return receipt requested, postage prepaid, when
received, (c) when received by facsimile transmission if confirmed by the other
means described in clause (a), or (b), and (d) when delivered by
a nationally recognized overnight courier service, prepaid, and shall be
addressed as follows:


 


If to Sellers, to:


 


Boeing Capital Corporation


500 Naches Avenue SW


3rd Floor


Renton, WA 98055


Attention:  Chief Financial Officer


Facsimile:  (425) 393-1002


 


with a copy to:


 


Sheppard, Mullin, Richter
& Hampton LLP


333 South Hope Street, 48th
Floor


Los Angeles, CA  90071


Attention:  Lawrence M. Braun, Esq.


Facsimile:  (213) 620-1398


 


50

















 


If to Parent, to:


 


The Boeing Company


Corporate Headquarters


M/C 5003-1001


100 North Riverside


Chicago, IL  60606-1596


Attention:  Corporate Secretary


Facsimile:  (312) 544-2829


 


with a copy to:


 


Sheppard, Mullin, Richter
& Hampton LLP


 


333 South Hope Street, 48th
Floor


Los Angeles, CA  90071


Attention:  Lawrence M. Braun, Esq.


Facsimile:  (213) 620-1398


 


If to Buyer, to:


 


GE Commercial Finance


260 Long Ridge Road


Stamford, CT  06927


Attention:  Senior Strategic Transactions Counsel


Facsimile:  (203) 602-9305


 


with a copy to:


 


Gibson, Dunn & Crutcher
LLP


200 Park Avenue


New York, New York  10166-0193


Attention:  Steven R. Shoemate, Esq.


Facsimile:  (212) 351-4035


 


or to such other address as
such party may indicate by a written notice delivered to the other parties
hereto.


 


12.4         Successors
and Assigns.  The
rights of a party under this Agreement shall not be assignable by such party
without the written consent of the other parties hereto, provided that
(i) Buyer may designate any one or more of its Affiliates to take title to
and/or accept assignment or transfer of any one or more Specified Portfolio
Assets from Sellers, (ii) Buyer may assign its rights hereunder to one or more
of its Affiliates and (iii) Buyer may assign its rights hereunder to any Person
in connection with any securitization or assignment of the Financing and Lease
Assets.  Notwithstanding the foregoing,
no assignment otherwise permitted hereunder shall, without the written consent
of Sellers, relieve Buyer from any of its Liabilities hereunder. This Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
successors and permitted assigns. 
Nothing in this Agreement, expressed or implied, is intended or shall be
construed to confer upon any Person, other than the parties and successors and
assigns


 


51

















 


permitted by this Section 12.4,
and the Indemnified Parties under Schedule 9, any right, remedy or
claim under or by reason of this Agreement.


 


12.5         Records
after Closing.


 


(a)           Access.  During the period from the
Initial Closing Date until three years following the last to occur of the
Termination Date of the last remaining CFS Portfolio Financing and Lease Asset
or the sale or disposition of the last remaining Equity Asset or the
dissolution or expiration of the term (or similar event) of the entity in which
the last remaining Equity Asset represented an ownership interest, Sellers and
their representatives shall have reasonable access to all of the books and records
of the Business (including the Asset Files), to the extent that such
access may reasonably be required by Sellers in connection with matters
relating to or affected by the operations of the Business prior to the Initial
Closing Date, including Excluded Liabilities and/or Excluded Assets, the
preparation of Sellers’ financial reports or Tax returns, any Tax audits, the
defense or prosecution of litigation (including arbitration or
mediation), and any other reasonable need of Sellers to consult such books and
records.  Such access shall be afforded
by Buyer upon receipt of reasonable advance notice and during normal business
hours in a manner so as to not unreasonably interfere with the conduct of
Buyer’s business.  Sellers shall be
exclusively responsible for any costs or expenses incurred by it pursuant to
this Section 12.5(a).  If
any such books or records, Asset Files, or any other documents relating to the
Business prior to the Initial Closing Date which Sellers have the right to have
access to pursuant to this Section 12.5(a) are produced by Buyer to
an actual or potentially adverse party (e.g., in litigation or in
connection with a government investigation), Buyer shall endeavor to, as soon
as commercially reasonable, make all such books, records, Asset Files, and/or
documents produced available for inspection and copying by Sellers concurrently
with the production of such books, records, Asset Files and/or documents.  In addition, if Buyer shall desire to dispose
of any of such books or records prior to the expiration of the period specified
in the first sentence of this Section 12.5(a), Buyer shall, prior
to such disposition, give Sellers a reasonable opportunity, at Sellers’
expense, to segregate and remove such books, records and Asset Files as Sellers
may select.  Buyer shall provide Sellers
with reasonable assistance, at Sellers’ actual expense, by providing employees
to act as witnesses and preparing documents, reports and other information
reasonably requested by Sellers in support of the activities described in this Section 12.5(a).  In no event shall Buyer dispose of any such
books, records or Asset Files pertaining to the Serviced Assets without the
prior written consent of Sellers not to be unreasonably withheld.


 


(b)           Retention.  Buyer agrees that, subject to
any confidentiality obligations applicable to Sellers, Sellers may retain (i)
copies of all materials made available to Buyer in the course of its
investigation of the Business, together with a copy of all documents referred
to in such materials, (ii) all books and records prepared in connection with
the transactions contemplated by this Agreement, including bids received
from others and information relating to such bids, (iii) copies of any books
and records which may be relevant in connection with the defense of (A) the
matters referred to in Section 9 or (B) disputes or proceedings
arising under the transactions contemplated by this Agreement, with
Governmental Authorities or with other third Persons, (iv) all financial
information and all other accounting books and records prepared or used in
connection with the preparation of financial statements of Sellers, (v) copies
of any Assigned Contracts or records, and (vi) originals of all Asset Files
relating to the Serviced Assets.


 


52

















 


(c)           Tax Audits.  Subject to the provisions of Section 9.4(c),
Buyer and Sellers shall provide reasonable assistance to each other with any
tax audits or other administrative or judicial proceedings involving the Business
at no cost to the other.  Neither party
shall, without the prior written consent of the other, unless required by
applicable Law, initiate any contact or voluntarily enter into any agreement
with, or volunteer any information to, any taxing authorities with regard to
Tax Returns or declarations of the other party.  A change by either party in the method of tax reporting or the
contents of Tax Returns shall not be considered a voluntary disclosure of
information regarding Tax Returns or declarations of the other party.


 


(d)           Tax Return Information. 
Buyer and Sellers shall furnish, at no cost to the other, such data in
their possession and control relating to the Assets as the other party may
reasonably require to prepare Tax Returns. 
Such data shall be made available to support the Allocation Schedule; provided,
however, that if additional data in their possession and control is
reasonably required by Sellers or Buyer for preparation of Tax Returns or tax
examinations, such additional information (including reproduction of tax
assessments and records) shall be furnished, at no cost within a reasonable
time after requested in writing.


 


12.6         Entire Agreement.  This Agreement, the Schedules
and the Exhibits referred to herein and the documents delivered pursuant hereto
and the Confidentiality Agreement contain the entire understanding of the
parties hereto with regard to the subject matter contained herein or therein,
and supersede all other prior agreements, understandings, term sheets, heads of
terms or letters of intent between or among any of the parties hereto.  No provision contained in any conveyancing
document delivered pursuant to this Agreement shall affect in any manner
whatsoever any of the indemnification provisions contained herein.


 


12.7         Interpretation.


 


(a)           Titles and headings to sections and subsections herein are inserted for
convenience of reference only and are not intended to be a part of or to affect
the meaning or interpretation of this Agreement.


 


(b)           The Schedules referred to herein shall be construed with and as an
integral part of this Agreement to the same extent as if they were set forth
verbatim herein.  Neither the
specification of any dollar amount in any representation or warranty contained
in this Agreement nor the inclusion of any specific item in any
Schedule hereto is intended to vary the definition of “Material Adverse
Effect” or to imply that such amount, or higher or lower amounts, or the
item so included or other items, are or are not material, and no party shall
use the fact of the setting forth of any such amount or the inclusion of any
such item in any dispute or controversy between the parties as to whether any
obligation, item or matter not described herein or included in any
Schedule is or is not material for purposes of this Agreement.  Unless this Agreement specifically provides
otherwise, neither the specification of any item or matter in any
representation or warranty contained in this Agreement nor the inclusion of any
specific item in any Schedule hereto is intended to imply that such item
or matter, or other items or matters, are or are not in the ordinary course of
business, and no party shall use the fact of the setting forth or the inclusion
of any such item or matter in any dispute or controversy between the parties as
to whether any obligation, item or matter not described herein or included in
any Schedule is or is not in the ordinary course of business for purposes
of this Agreement.  Sellers shall, no
later than


 


53

















 


two (2) Business Days prior
to any Closing, by notice in accordance with the terms of this Agreement,
supplement, amend or create any Schedule to Section 3, in
order to add information or correct previously supplied information.  No such amendment shall be evidence, in and
of itself, that the representations and warranties in the corresponding
Section are no longer true and correct in all material respects.  It is specifically agreed that such Schedules
may be amended to add immaterial, as well as material, items thereto.  No such supplemental, amended or additional
Schedule shall be deemed to cure any breach or affect the rights of any
party with respect thereto for purposes of Sections 7.1, 7.2 or 9.1(a).


 


(c)           For the purposes of this Agreement, (i) words in the singular shall be
held to include the plural and vice versa and words of one gender shall be held
to include the other gender as the context requires, (ii) the terms “hereof”,
“herein” and “herewith” and words of similar import shall be construed to refer
to this Agreement in its entirety and to all of the Schedules and not to any
particular provision, unless otherwise stated, and (iii) the term “including”
shall mean “including without limitation.” 
Where the plural version of the word “Sellers” has been used in this
Agreement, if an obligation under this Agreement is not applicable to a
particular Seller, such Seller shall not be required to satisfy those
obligations.


 


(d)           This Agreement shall be construed without regard to any presumption or
rule requiring construction or interpretation against the party drafting or
causing any instrument to be drafted.


 


12.8         Amendments
and Waivers. 
This Agreement may be amended, superseded, canceled, renewed or
extended, and the terms hereof may be waived, only by a written instrument
signed by each of the parties or, in the case of a waiver, by the party waiving
compliance.  Any such waiver, including
any waiver of this Section 12.8, shall be validly and sufficiently
authorized for the purposes of this Agreement if, as to any party, it is
authorized in writing by an authorized representative of such party.  The failure of any party hereto to enforce
at any time any provision of this Agreement shall not be construed to be a
waiver of such provision, nor in any way to affect the validity of this
Agreement or any part hereof or the right of any party thereafter to enforce
each and every such provision.  No
waiver of any breach of this Agreement shall be held to constitute a waiver of
any other or subsequent breach.


 


12.9         No Agency, Joint Venture or Partnership. 
Buyer and Sellers each agree and confirm that (a) they do not intend to
create any form of partnership or joint venture with the other party hereto
with respect to any of the Assets, (b) they will not hold themselves out to the
public as a partner with the other party hereto or any other person with
respect to any of the Assets, (c) they do not have, or intend to form, a joint
profit motive with the other party hereto or any other person with respect to
any of the Assets, (d) they are not authorized to act as, or to hold themselves
out as, the agent of or to otherwise bind the other party hereto with respect
to any of the Assets, (e) unless otherwise required by the Internal Revenue
Service or like governmental authority with jurisdiction over income tax
matters, they will not file any partnership or other joint income tax return
reflecting the other party as a partner or joint venturer with respect to items
of income, loss, deduction, or credit attributable to any of the Assets, and
(f) they will report all items of income, loss, deduction and credit
attributable to Assets on their own tax returns in a manner consistent with the
terms of this Agreement.  Sellers
further agree and acknowledge that Buyer (w) intends to, and will, exercise its
rights and carry out its obligations


 


54

















 


with respect to its interest
in the Assets solely with a view to further its own best interests, (x) except
as expressly provided herein, has not waived, and does not intend to waive,
either (i) their right to encumber, alienate, mortgage, and otherwise control
its interest in each of the Assets or (ii) its right to partition each of the
Assets, (y) is not, and will not be deemed to be, under the control of the
Sellers with respect to any of the Assets, and (z) will conduct any and all
business with respect to the Assets in its own name and not in a joint name or
in the name of the Sellers.


 


12.10       Expenses.  Each party hereto will pay all costs and
expenses incident to its negotiation and preparation of this Agreement and to
its performance and compliance with all agreements and conditions contained
herein on its part to be performed or complied with, including the fees,
expenses and disbursements of its counsel, accountants, advisors and
consultants.


 


12.11       Partial Invalidity.  Wherever possible, each
provision hereof shall be interpreted in such a manner as to be effective and
valid under applicable Law.  In case any
one or more of the provisions contained herein shall, for any reason, be held
to be invalid, illegal or unenforceable in any respect, such provision or
provisions shall be ineffective to the extent, but only to the extent, of such
invalidity, illegality or unenforceability without invalidating the remainder
of such invalid, illegal or unenforceable provision or provisions or any other
provisions hereof, unless such a construction would be unreasonable.


 


12.12       Execution
in Counterparts; Facsimile. 
This Agreement may be executed in two or more counterparts and via
facsimile, each of which shall be considered an original instrument, but all of
which shall be considered one and the same agreement, and shall become binding
when one or more counterparts have been signed by each of the parties hereto
and delivered to Sellers and Buyer.


 


12.13       Governing Law.  This Agreement and all Disputes or
controversies arising hereunder or with respect to the transactions
contemplated hereby shall be governed by and construed in accordance with the
Laws of the State of New York (excluding principles of conflicts of law that
would apply the law of another jurisdiction).


 


12.14       Jurisdiction.  The parties hereby agree that any action,
suit, arbitration or other proceeding arising out of or related to this
Agreement shall be conducted only in New York, New York.  Without limiting Section 12.21,
each party hereby irrevocably consents and submits to the exclusive personal
jurisdiction of and venue in the federal and state courts located in New York,
New York and waives any claim as to such venue being an inconvenient forum.


 


12.15       Attorneys’ Fees.  If any action, suit, arbitration or other
proceeding for the enforcement of this Agreement is brought, or because of an
alleged dispute, breach, default or misrepresentation in connection with any of
the provisions hereof, the successful or prevailing party shall be entitled to
recover reasonable attorneys’ fees and other costs incurred in that proceeding,
in addition to any other relief to which it may be entitled.


 


12.16       Time of Essence.  Time is of the essence for each and every
provision of this Agreement.


 


55

















 


12.17       Disclaimer
of Warranties. 
Sellers make no representations or warranties with respect to any
projections, forecasts or forward-looking information provided to Buyer.  There is no assurance that any projected or
forecasted results will be achieved.  EXCEPT AS TO THOSE MATTERS EXPRESSLY COVERED BY THE
REPRESENTATIONS AND WARRANTIES IN THIS AGREEMENT, DOCUMENTS, DELIVERIES OR
CERTIFICATIONS REQUIRED TO BE DELIVERED HEREBY ON OR AFTER THE INITIAL CLOSING
DATE AND THE SELLER TRANSACTION DOCUMENTS, SELLERS ARE SELLING THE ASSETS AND
THE BUSINESS OF SELLERS AND ASSIGNING THE ASSUMED LIABILITIES ON AN “AS IS,
WHERE IS” BASIS AND SELLERS DISCLAIM ALL OTHER WARRANTIES, REPRESENTATIONS AND
GUARANTIES WHETHER EXPRESS OR IMPLIED. 
SELLERS MAKE NO REPRESENTATION OR WARRANTY AS TO MERCHANTABILITY OR
FITNESS FOR ANY PARTICULAR PURPOSE AND NO IMPLIED WARRANTIES WHATSOEVER.  Without limiting the generality of the
foregoing, Buyer agrees to take title to the Assets Held for Sale or Lease and
the On-Lease Equipment “AS IS” “WHERE IS” in their current conditions and state
of repair, subject to reasonable use, wear and tear and natural deterioration
between the date hereof and the Closing Date on which such asset is purchased
by Buyer.


 


12.18       References
to U.S. Dollars.  All
references in this Agreement to amounts of money expressed in dollars are
references to United States dollars, unless otherwise indicated.


 


12.19       Further Assurances.


 


(a)           At and after each applicable Closing Date, and without further
consideration therefore, (i) Sellers shall execute and deliver to Buyer such
further instruments and certificates of conveyance and transfer as Buyer may
reasonably request in order to more effectively convey and transfer the Assets
purchased by Buyer on each Closing Date and to put Buyer in operational control
of the Business, or for aiding, assisting, collecting and reducing to
possession any of the Assets purchased by Buyer on each Closing Date and
exercising Buyer’s rights with respect thereto, and (ii) Buyer shall execute,
or shall arrange the execution of, and deliver to Sellers such further
instruments and certificates of assumption, novation and release as Sellers may
reasonably request in order to effectively make Buyer responsible for all
Assumed Liabilities and release Sellers and its Affiliates therefrom to the
fullest extent permitted under applicable Law.


 


(b)           In addition, Buyer and Sellers shall cooperate to ensure prompt
conveyance by (i) Sellers to Buyer of any Asset not conveyed to Buyer at any
applicable Closing, subject to the provisions of Section 5.2(d) and (ii)
Buyer to Sellers of any asset conveyed to Buyer at any Closing that is not an
Asset.


 


12.20       No Rescission.  Neither Buyer nor Sellers shall be entitled
to rescind the purchase of the Business and the Assets by Buyer by virtue of
any failure of any party’s representations and warranties herein to have been
true or any failure by any party to perform its obligations hereunder.


 


56

















 


12.21       Dispute Resolution — Generally.  Except with regard to disputes regarding the
matters described in Sections 1.4, 1.6 and 1.10(a) and Tax
Contests, which shall be resolved in accordance with the respective terms
provided elsewhere in this Agreement, resolution of any and all disputes
arising from or in connection with this Agreement, whether based on contract,
tort, or otherwise (collectively, “Disputes”), shall be exclusively
governed by and settled in accordance with the provisions of this Section 12.21;
provided, however, that this Section 12.21 shall not
preclude any party from seeking injunctive or other equitable relief in a court
of competent jurisdiction.  The parties
hereto shall use all commercially reasonable efforts to settle all Disputes
without resorting to mediation, arbitration or otherwise.  The party asserting a Dispute shall deliver
to the other party a written notice setting forth the basis for the issue in
detail, and identifying the section of this Agreement (the “Dispute
Notice”).  Within ten (10) Business
Days of receipt of a Dispute Notice, the issue shall be elevated to a
designated panel of four individuals, two representatives from each party (one
who shall be a business representative, and the other who shall be a technical
or accounting representative, as appropriate). 
Such representatives shall be empowered and authorized to bind their
respective companies with respect to the matter in dispute, and to settle the
issue on behalf of their respective companies. 
These representatives shall, within thirty (30) Business Days of receipt
of the Dispute Notice, confer and in good faith make a reasonable effort to
resolve the issue.  If any Dispute
remains unsettled, a party hereto may commence proceedings hereunder by
delivering a written notice from a Senior Vice President or comparable
representative of such party (the “Demand”) to the other parties
providing reasonable description of the Dispute to the others and expressly
requesting arbitration hereunder.  Such
Dispute shall be submitted to arbitration under the terms hereof, which
arbitration shall be final, conclusive and binding upon the parties, their
successors and assigns.  The arbitration
shall be conducted by three neutral arbitrators acting by majority vote (the “Panel”)
selected by agreement of the parties not later than ten (10) Business Days
after delivery of the Demand or, failing such agreement, appointed from the New
York statewide panel of full-time neutral arbitrators of the American
Arbitration Association, and pursuant to the commercial arbitration rules of
the American Arbitration Association (including the supplementary
procedures for large complex disputes), as amended from time to time (the “AAA
Rules”), applying the governing law as set forth in Section 12.13.  If an arbitrator so selected becomes unable
to serve, his or her successors shall be similarly selected or appointed.  The arbitration shall be conducted pursuant
to the Federal Arbitration Act and such procedures as the parties subject to
such arbitration (each, a “Party”) may agree, or, in the absence of or
failing such agreement, pursuant to the AAA Rules.  The Panel shall have case management authority and shall resolve
the Dispute in final within one hundred eighty (180) days from the commencement
of the arbitration.  Notwithstanding the
foregoing:  (a) each Party shall have
the right to audit the books and records of the other Party that are reasonably
related to the Dispute; (b) each Party shall provide to the other, reasonably
in advance of any hearing, copies of all documents which a Party intends to
present in such hearing; (c) each Party shall be allowed to conduct reasonable
discovery through written document requests and depositions, the nature and
extent of which discovery shall be determined by the Parties; provided,
that if the Parties cannot agree on the terms of such discovery, the nature and
extent thereof shall be determined by the Panel which shall take into account
the needs of the Parties and the purposes of arbitration to make discovery
expeditious and cost effective; and (d) each Party shall be entitled to make an
oral presentation to the Panel.  The
award shall be in writing and shall specify the factual and legal basis for the
award.  Under no circumstances shall the
Panel be entitled to award special,


 


57

















 


exemplary, punitive or
consequential damages (including the loss of profit or revenue) except
to the extent that any such damages are asserted by a third Person against a
party hereto.  The Panel shall apportion
all costs and expenses of arbitration, including the Panel’s fees and expenses
and fees and expenses of experts, between the prevailing and non-prevailing
Party as the Panel deems fair and reasonable. 
The parties hereto agree that monetary damages may be inadequate and
that any party by whom this Agreement is enforceable shall be entitled to seek
specific performance of the arbitrators’ decision from a court of competent
jurisdiction.  Any arbitration award
shall be binding and enforceable against the parties hereto and judgment may be
entered thereon in any court of competent jurisdiction.


 


SECTION 13


DEFINITIONS


 


13.1         Definitions.  In this Agreement, the following terms have
the meanings specified or referred to in this Section 13.1 and
shall be equally applicable to both the singular and plural forms.  Any agreement referred to below shall mean
such agreement as amended, supplemented and modified from time to time to the
extent permitted by the applicable provisions thereof and by this Agreement.


 


“4/30/04 NAV” means,
with respect to each Specified Financing and Lease Asset and Equity Asset (other
than interests subject to the Option Agreement), that amount set forth on Schedule 1.3
opposite such asset under the column entitled “4/30/04
NAV” and with respect to each Asset Held for Sale or Lease, that
amount set forth with regard to such asset on Schedule 1.1(a)(i).


 


“AAA Rules” is
defined in Section 12.21.


 


“Accounting Principles”
means the accounting principles (including accounting methods, policies,
practices and procedures) described in Exhibit A.


 


“Accrued Vacation” is
defined in Section 6.2(e).


 


“Additional Retention
Agreements” is defined in Section 3.1(d)(ii)(C).


 


“Adjusted Book Value of
the Assets” means, as of any date, an amount equal to (x) the aggregate of,
(i) the Applicable NAV of the Specified Financing and Lease Assets, including
those equitably assigned to Buyer pursuant to Section 5.2(d), (ii)
the Applicable NAV of the Equity Assets and (iii) the Applicable NAV of the
Assets Held for Sale or Lease, minus (y) the aggregate Book Value of the
Assumed Liabilities, in each case as determined in accordance with the
Accounting Principles.  The Adjusted
Book Value of the Assets shall not include the Excluded Assets and the Excluded
Liabilities.


 


“Affected Portfolio
Property” means, in the context of determining Insurance Gain or Insurance
Loss, Portfolio Property which relates to a CFS Portfolio Financing and Lease
Asset that has suffered a casualty (whether total or partial).


 


“Affiliate” means,
with respect to any Person, any other Person, which directly or indirectly
controls, is controlled by or is under common control with such Person.


 


58

















 


“Agreement” means
this Purchase and Sale Agreement, as amended, modified or supplemented from
time to time, together with the Schedules and Exhibits attached hereto.


 


“Allocation Schedule”
is defined in Section 1.4.


 


“Applicable Interest Rate”
means the per annum rate equal to the rate announced by Citibank, N.A. in the
city of New York as its base rate in effect on the Initial Closing Date.


 


“Applicable NAV”
means as of any date of determination:


 


(i)            with respect to any CFS Portfolio Financing
and Lease Asset that qualifies on such date as a Finance Obligation the sum of
the following amounts, as reflected on the general ledger as of such date:  (A) all unpaid scheduled contractual
payments under such Finance Obligation (whether or not due); plus (B)
the Booked Residual Value, if any, of any Portfolio Property that is subject to
or governed by such Finance Obligation; plus (C) any other amounts due and
owing under such Finance Obligation, any Taxes, any amounts owed by the Obligor
thereunder in respect of any claims for any breach or default by such Obligor
under such Finance Obligation or any unpaid late charges, out-of-pocket costs
or expenses (including collection costs), in each case attributable to,
or incurred in connection with, such Finance Obligation; plus (D) after
the Initial Closing Date, any unamortized amounts incurred in connection with
the origination or acquisition of such Finance Obligation, including
commissions, incentive compensation, expenses or bonuses, but  not
including any portion of the Purchase Premium; minus (E) the
unearned finance charges, interest or other charges in the nature of finance
charges related to such Finance Obligation; minus (F) any funds held as
collateral or security for the Obligor’s performance under such Finance
Obligation; and


 


(ii)           with respect to any CFS Portfolio Financing and Lease Asset that
qualifies on such date as an Operating Lease, the sum of the following amounts,
as of such date:  (A) the applicable
Seller’s original cost of the Portfolio Property, subject to or governed by
such Operating Lease; plus (B) all billed and unpaid scheduled
contractual payments under such Operating Lease as of such date; minus
(C) the accumulated depreciation attributed to such Operating Lease and any
related Portfolio Property, as of such date; plus (D) after the Initial
Closing Date, any unamortized amounts incurred in connection with the original
or acquisition of such Operating Lease, including commissions, incentive
compensation, expenses or bonuses, but  not  including any
portion of the Purchase Premium; plus (E) any other amounts due and
owing under such Operating Lease as of such date, including, any Taxes,
any amounts owed by the Obligor thereunder in respect of any claims for any
breach or default by such Obligor under such Operating Lease or any unpaid late
charges, out-of-pocket costs or expenses (including collection costs) in
each case attributable to, or incurred in connection with, such Operating
Lease; minus (F) any funds held as of such date as collateral or
security for the Obligor’s performance under such Operating Lease.


 


“Applicable NAV Statement”
means a statement in form and substance reasonably satisfactory to Sellers
prepared by Buyer with respect to the CFS Portfolio Financing and Lease Assets,
Assets Held for Sale or Lease and Equity Assets (other than interests subject
to the Option Agreement) specifying (a) for each CFS Portfolio Financing and
Lease Asset and Equity Asset (other than interests subject to the Option
Agreement) its Applicable NAV as of the


 


59

















 


relevant Determination Date
and (b) for any applicable CFS Portfolio Financing and Lease, Assets Held for
Sale or Lease or Equity Asset (other than interests subject to the Option
Agreement) any change in its Applicable NAV from the date of Buyer’s previously
delivered Applicable NAV Statement which change occurred as a result of Buyer
reducing the Booked Residual Value of the Portfolio Property relating thereto.


 


“Assets” is defined
in Section 1.1(a).


 


“Asset Files” means,
collectively, all files in possession or control of Sellers (or as applicable
under Section 3.2, the Investment Vehicles) or their Affiliates
relating to the Portfolio Assets, including each of the Financing and
Lease Assets and all Records with respect thereto, but in each case excluding
any contents of such files that (i) contain proprietary or confidential
information and originals of internal corporate records not related to the
Business or (ii) are Tax Returns.


 


“Assets Held for Sale or
Lease” means the Assets set forth on Schedule 1.1(a)(i).


 


“Assigned Contracts”
is defined in Section 1.1(a)(iii).


 


“Assignment and Assumption
Agreement” means a master assignment and assumption agreement substantially
in the form of Exhibit B.


 


“Assumed Liabilities”
is defined in Section 1.2(b).


 


“Audit Costs” is
defined in Section 6.10(f).


 


“Balance Sheet “ is
defined in Section 3.1(c).


 


“Base Purchase Price”
means the aggregate of the payments made from Buyer to Sellers pursuant to Section 1.3
(including payments with respect to Deferred Assets) other than (i) the
Purchase Premium and (ii) the interest being paid to the Sellers from Buyer
pursuant to Section 1.3(a)(y)(b) thereof, provided that for
avoidance of doubt interest payments received by Sellers shall not reduce the
amount hereof.


 


“Benefit Plan” means
each compensation or benefits plan, program or arrangement (including,
but not limited to, those subject to ERISA, employment agreements, cash or
equity-based bonus or incentive arrangements, severance arrangements and
vacation policies) sponsored, maintained or contributed to or by Sellers for
the benefit of any Business employee or former Business employee.


 


“Bill of Sale” means
a bill of sale substantially in the form of Exhibit D.


 


“Boeing Capital” is
defined in the Preamble of this Agreement.


 


“Book Value of Assumed
Liabilities” means the book value of the Assumed Liabilities determined in
accordance with the Accounting Principles.


 


60

















 


“Booked Residual Value”
means, with respect to any item of Portfolio Property relating to any Specified  Financing and Lease Asset or Equity Asset
(other than interests subject to the Option Agreement), its estimated value
upon the Scheduled Termination Date of such Financing and Lease Asset or Equity
Asset (other than interests subject to the Option Agreement), in each case as
established and reflected on the books and records of Sellers, or the
applicable Investment Vehicle, at the inception of such Specified Financing and
Lease Asset or Equity Asset (other than interests subject to the Option
Agreement), as reduced for any write down or reductions by Sellers, or the
applicable Investment Vehicle, on or prior to the Initial Closing Date.


 


“Business” is defined
in the first “WHEREAS” clause of this Agreement.


 


“Business Agreements”
is defined in Section 3.1(k).


 


“Business Asset Permitted
Encumbrances” means (a) liens for Taxes and other governmental charges and
assessments which are not yet due and payable or which are being contested in
good faith, (b) liens of landlords and liens of carriers, warehousemen,
mechanics and materialmen and other like liens arising in the ordinary course
of business for sums not yet due and payable or which are being contested in
good faith, (c) other liens or imperfections on property which are not material
in amount or do not materially detract from the value of or materially impair
the continued use, operation or marketability of the property affected by such
lien or imperfections, (d) liens relating to deposits made in the ordinary
course of business in connection with workers’ compensation, unemployment
insurance and other types of social security or to secure the performance of
leases, trade contracts or other similar agreements, (e) purchase money liens
on personal property acquired in the ordinary course of business, (f) liens
specifically identified in the Financial Statements, (g) liens securing
executory obligations under any lease that constitutes a “capital lease” under
GAAP, (h) any and all Requirements of Law including those affecting the
Facilities relating to zoning and land use, (i) any utility company rights,
easements and franchises, and (j) the other liens set forth on Schedule 13.1.


 


“Business Assets”
means Assets other than the Specified Portfolio Assets.


 


“Business Day” means
a day other than Saturday, Sunday or any day on which banks located in the State
of New York are authorized or obligated to close.


 


“Buyer” is defined in
the preamble of this Agreement.


 


“Buyer Group Member”
means Buyer, its Affiliates, and their respective directors, officers,
employees, agents, attorneys and consultants and their successors and assigns.


 


“Buyer Transaction
Documents” means all agreements, instruments and documents being or to be
executed and delivered by Buyer under this Agreement or in connection herewith,
including each of the documents listed on Schedule 2.2 hereto.


 


“Buyer’s Accountants”
means KPMG LLP or any public accounting firm with nationally recognized
auditing experience (other than Sellers’ Accountants), selected by Buyer.


 


61

















 


“Buyer’s Asset
Restructuring Policy” means Buyer’s written asset restructuring policy
attached as Exhibit E as in effect on the Initial Closing Date and as
modified from time to time.


 


“Buyer’s Breach Notice”
is defined in Section 11.1(a)(iv).


 


“Buyer’s Costs of
Disposition” means, with respect to a Disposition, the aggregate
(without duplication) of (a) any transfer, sales, lease or similar taxes
payable as a result of such Disposition that are paid by Buyer and which are
not reimbursable by the purchaser or lessee of such Portfolio Property, (b)
reasonable professional fees and expenses, fees due to any Governmental
Authority, broker’s commissions paid to third parties unaffiliated with Buyer
or the applicable purchaser or lessee, and other reasonable out-of-pocket costs
of sale or lease actually paid by Buyer (and not reimbursable by the applicable
purchaser or lessee) attributable to such Disposition, (c) Imputed Remarketing
Costs (if applicable), (d) Buyer’s Cost of Possession of the Portfolio Property
and (e) reasonable costs of Refurbishment.


 


“Buyer’s Cost of
Possession” means an amount calculated by multiplying (i) Buyer’s
Possession Period Percentage associated with the Disposition of an item of
Portfolio Property times (ii) an amount equal to the 3-month LIBOR rate
on the first day of Buyer’s Possession Period as quoted by the British Bankers’
Association and appearing on the relevant Bloomberg quotation screen (or, if
such a rate is not then quoted by the British Bankers’ Association, the similar
rate quoted by Reuters) multiplied  by the Applicable NAV for such
item of Portfolio Property on the first day of Buyer’s Possession Period.


 


“Buyer’s Possession
Period” means the period commencing on the date Buyer or its agent takes
actual or constructive possession (whether by way of foreclosure by Buyer,
surrender or delivery by the applicable Obligor or otherwise) of an item of
Portfolio Property to be subject to Disposition, and ending on the date such
item of Portfolio Property becomes either a Liquidated Asset or a Redeployed Asset,
but in no event to exceed one hundred twenty (120) days.


 


“Buyer’s Possession
Period Percentage” means a fraction, the numerator of which is the number
of days in Buyer’s Possession Period and the denominator of which is three
hundred sixty-five (365).


 


“Buyer’s Savings Plan”
is defined in Section 6.2(f).


 


“CFS Portfolio”
means, collectively, the Purchased Portfolio Assets and the Seller Postponed
Redeployed Assets, in each case, as the same may be amended, modified, restated
or extended from time to time, unless as a result of any such amendment,
modification, restatement or extension, such asset becomes either a Liquidated
Asset or a Redeployed Asset that is itself not a Seller Postponed Redeployed
Asset.


 


“CFS Portfolio Financing
and Lease Asset” means, as of any date, a Purchased Financing and Lease
Asset or Seller Postponed Redeployed Asset that is on such date maintained in
and as part of the CFS Portfolio.


 


62

















 


“CFS Portfolio Records”
means, as of any date following the Initial Closing Date, all Records of Buyer
pertaining to the CFS Portfolio.


 


“Claim Notice” is
defined in Section 9.3(a).


 


“Closing” means the
Initial Closing and each Subsequent Closing.


 


“Closing  Book Value of the Assets” is defined in
Section 1.6(e).


 


“Closing Date” is
defined in Section 2.1.


 


“Closing Date Data Tape”
means the computer disk, computer tape or other computer format delivered to
Buyer pursuant to Section 6.9(c) setting forth, as of 11:59 p.m.
PDT May 31, 2004, the Portfolio Information for each Purchased Financing and
Lease Asset and Equity Asset (other than interests subject to the Option
Agreement).


 


“Code” means the
Internal Revenue Code of 1986, as amended.


 


“Collateral” means
all property, whether tangible or intangible, in which a Seller (or, as
applicable under Section 3.2, any Investment Vehicle) was granted a
security interest for the purpose of securing the payment or performance of any
Obligor under a Financing and Lease Asset, including any On-Lease
Equipment under a Lease Contract intended as a secured transaction for purposes
of the Uniform Commercial Code or similar purposes.


 


“Confidentiality
Agreement” means the Confidentiality Agreement dated November 24, 2003
between GE Commercial Finance and Boeing Capital.


 


“Contract” means any
written contract, agreement, license, lease, sales or purchase order or other
commitment in the nature of a contract, pertaining solely to the Business, to
which any Seller is a party or by which any of the Facilities are bound, but
shall specifically exclude all Portfolio Contracts.


 


“Court Order” means
any judgment, order, award or decree of any foreign, federal, state, local or
other court or tribunal and any ruling or award in any arbitration proceeding.


 


“Credit Enhancement” means,
with respect to any CFS Portfolio Financing and Lease Asset, any certificate of
deposit, letter of credit, guaranty or capital stock or other equity interest
pledged, assigned, mortgaged, made or delivered as security or other credit
support for the performance of any obligation under or with respect to such CFS
Portfolio Financing and Lease Asset.


 


“Cumulative Net Gain”
as of the relevant date means the amount (if any) by which Portfolio Gains
exceed Portfolio Losses as determined on a cumulative basis for all periods
from the Initial Closing through the end of the relevant date.


 


63

















 


“Cumulative Net Loss”
as of the relevant date means the amount (if any) by which Portfolio Losses
exceed Portfolio Gains as determined on a cumulative basis for all periods from
the Initial Closing through the end of the relevant date.


 


“Data Tape” means the
following spreadsheets dated as of April 30, 2004:  (i) “CFS Port Data Tape Incl 1.3 and 1.4
Sch. - 4.30.04 Sent 5.21.04.xls” delivered by Sellers to Buyer via electronic
mail by Terrence Johnson (of Boeing Capital) to Sergey Sherman (of Buyer) at
7:21 p.m. PDT on May 21, 2004; and (ii) “Adjusted Work Out 5.22.04.xls”
delivered by Sellers to Buyer via electronic mail by Stephen N. Gray (of Boeing
Capital) to Sergey Sherman (of Buyer) at 3:08 p.m. PDT on May 22, 2004.


 


“Debtor Relief Laws”
means the Bankruptcy Code of the United States of America, as amended from time
to time, any similar Law of any foreign (i.e., non-U.S.) jurisdiction,
and all other applicable liquidation, conservatorship, bankruptcy, moratorium,
rearrangement, receivership, insolvency, reorganization, or similar debtor
relief Laws or other Laws relating to general equity principles from time to
time in effect affecting the rights of creditors generally.


 


“Deemed Gain” means:


 


(a)           with respect to a Redeployed Defaulted Asset that is not a SPRA, WHERE the result
of


 


(i) the Stipulated Value for
such asset minus


 


(ii) Buyer’s Costs of
Disposition with respect to Buyer’s Disposition of the Portfolio Property
giving rise to such Redeployed Defaulted Asset, plus any Insurance Loss
(if any) not previously treated as a Deemed Loss applicable to the Affected
Portfolio Property


 


is  greater  than the amount equal to


 


(x) the Applicable NAV of
the applicable Replaced Asset as of the First Default Date minus


 


(y) any and all Recoveries
and Return Condition Payments received by Buyer in respect of such Replaced
Asset from and after the First Default Date up to and including the date on
which such Replaced Asset was converted into such Redeployed Asset (the “Redeployment
Period”), minus


 


(z) to the extent not
already deducted in the determination of such Applicable NAV, the aggregate
amount of Deemed Losses theretofore attributable to such Replaced Asset,


 


the amount
of such excess;


 


64

















 


(b)           with respect to a Redeployed Non-Defaulted Asset that is not an SPRA, WHERE the result
of


 


(i) the Stipulated Value for
such asset minus


 


(ii) Buyer’s Costs of
Disposition with respect to Buyer’s Disposition of the Portfolio Property
giving rise to such Redeployed Non-Defaulted Asset, minus any Insurance
Gain (if any) or plus any Insurance Loss (if any) that was not
previously treated as a Deemed Gain (in the case of an Insurance Gain) or a
Deemed Loss (in the case of an Insurance Loss) applicable to the Affected
Portfolio Property


 


is greater
than the amount equal
to


 


(x) the Applicable NAV of
such Redeployed Non-Defaulted Asset as of the Termination Date therefor, minus


 


(y) any and all Return
Condition Payments received by Buyer in respect of such Redeployed
Non-Defaulted Asset,


 


the amount
of such excess;


 


(c)           with respect to an Insurance Gain on Affected Portfolio Property not
previously treated as a Deemed Gain and where the CFS Portfolio Financing and Lease
Asset to which such Affected Portfolio Property relates remains in effect,


 


the amount
of such Insurance Gain;
and


 


(d)           with respect to an Insurance Gain on Affected Portfolio Property not
previously treated as a Deemed Gain and where the Replaced Asset to which such
Affected Portfolio Property relates is replaced by a Redeployed Asset,


 


the amount
of such Insurance Gain.


 


“Deemed Loss” means:


 


(a)           with respect to a Redeployed Defaulted Asset WHERE the result
of


 


(i) the Stipulated Value for
such asset minus


 


(ii) Buyer’s Costs of
Disposition with respect to Buyer’s Disposition of the Portfolio Property
giving rise to such Redeployed Defaulted Asset, plus any Insurance Loss
(if any) not previously treated as a Deemed Loss and applicable to the Affected
Portfolio Property


 


is  less  than  the amount  equal  to


 


65

















 


(x) the Applicable NAV of
the applicable Replaced Asset as of the First Default Date minus


 


(y) any and all Recoveries
and Return Condition Payments received by Buyer in respect of such Replaced
Asset during the Redeployment Period, minus


 


(z) to the extent not
already deducted in the determination of such Applicable NAV, the aggregate
amount of Deemed Losses theretofore attributable to such Replaced Asset,


 


the amount
of such shortfall;


 


(b)           with respect to a Redeployed Non-Defaulted Asset, WHERE the result
of


 


(i) the Stipulated Value for
such asset minus


 


(ii) Buyer’s Costs of Disposition
with respect to Buyer’s Disposition of the Portfolio Property giving rise to
such Redeployed Non-Defaulted Asset, minus any Insurance Gain (if any)
or plus any Insurance Loss (if any) that was not previously treated as a
Deemed Gain (in the case of an Insurance Gain) or a Deemed Loss (in the case of
an Insurance Loss) applicable to the Affected Portfolio Property


 


is  less  than  the amount equal to


 


(x) the Applicable NAV of
such Replaced Asset as of the Termination Date therefor, minus


 


(y) any Return Condition
Payments received by Buyer in respect of such Replaced Asset,


 


the amount
of such shortfall;


 


(c)           with respect to an Insurance Loss on Affected Portfolio Property not
previously treated as a Deemed Loss and where the CFS Portfolio Financing and Lease
Asset to which such Affected Portfolio Property relates remains in effect,


 


the amount
of such Insurance Loss;


 


(d)           with respect to an Insurance Loss on Affected Portfolio Property not
previously treated as a Deemed Loss and where the Replaced Asset to which such
Affected Portfolio Property relates is replaced by a Redeployed Asset,


 


the amount
of such Insurance Loss;
and


 


66

















 


(e)           for any Defaulted Asset with respect to which a Triggering Event has
occurred, an amount  equal
to (i) in the case of an asset that is not an operating lease,
either (x) the amount of the specific reserve established by Buyer or (y) the
amount of Buyer’s write-down or write-off of the Applicable NAV of such asset
in each case, as a result of such Triggering Event or (ii) in the case of an
operating lease, the amount of Buyer’s write-down or write-off of the
Applicable NAV of such lease as a result of such Triggering Event.


 


“Defaulted Asset”
means a CFS Portfolio Financing and Lease Asset with respect to which (a) the
Obligor thereunder shall have failed to pay any principal, interest, rental
expense or other  material monetary  amount payable to Buyer when due and such
failure remains uncured (or is not waived) for more than ninety (90) days or,
in the event a notice of default is required under such CFS Portfolio Financing
and Lease Asset, for more than ninety (90) days following delivery to Obligor
of such notice of default, (b) the Obligor thereunder has become subject to any
Debtor Relief Law, (c) Buyer has repossessed the related Portfolio Property
(and any available redemption period has expired), (d) the Obligor thereunder
shall have committed fraud in a manner detrimental to the holder of such
Financing and Lease Asset, (e) the Obligor thereunder has ceased operations,
(f) the Obligor thereunder has asserted a defense or claim with respect to its
obligations under such Financing and Lease Asset, (g) in the event that a
payment guaranty, letter of credit or similar Credit Enhancement is in place
with respect to such Financing and Lease Asset, a written demand under any such
guaranty, letter of credit or similar Credit Enhancement has been delivered to
the applicable Obligor or issuer and such Obligor or issuer has failed to comply
with its obligations under such demand for a period of thirty (30) days
following such demand, or (h) an event of default (after giving effect to any
applicable notice and cure periods) other than as set forth in clause (a)
above has occurred under such Financing and Lease Asset and remains uncured (or
is not waived) for more than ninety (90) days.


 


“Deferred Asset”
means any Asset set forth on Schedule 2.1.


 


“Deferred Asset Premium
Deposit” means an amount equal to the product of (x) the Purchase Premium
and (y) the quotient of (i) the aggregate 4/30/04 NAV of the Deferred Assets
divided by (ii) the Estimated Adjusted Book Value of the Assets.


 


“Deferred Asset Transfer
Price” means with respect to each Deferred Asset, the 4/30/04 NAV of such
Deferred Asset.


 


“Demand” is defined
in Section 12.21.


 


“Designated Energy
Financing and Lease Assets” means, collectively, the Specified Financing
and Lease Assets described on Schedule 13.2.


 


“Destroyed Asset”
means any Portfolio Property owned by Buyer for purposes of the Code for which
the representations and warranties set forth in Section 3.2(g)(iii)-(vi)
were true and correct on the Closing Date when title to such Portfolio Property
(or the Specified Financing and Lease Asset for which such Portfolio Property served
as On-Lease Equipment) was transferred to Buyer and that is sufficiently
destroyed by a casualty event as to be rendered,


 


67

















 


in the judgment of the
insurance company insuring such Portfolio Property against loss or damage, a
total loss.


 


“Determination Date”
is defined in Section 1.9(a).


 


“Disposition” means
Buyer’s or any Investment Vehicle’s sale, lease, transfer or other disposition
of any Portfolio Property encumbered by or leased pursuant to a CFS Portfolio
Financing and Lease Asset.


 


“Dispute” is defined
in Section 12.21.


 


“Dispute Notice” is
defined in Section 12.21.


 


“Disputed Amount” is
defined in Section 1.10(a).


 


“Disputed Gain or Loss”
is defined in Section 1.10(a).


 


“Draft Closing Book Value
of Assets Statement” is defined in Section 1.6(a).


 


“EBO Gain” is defined
in Section 1.9(h).


 


“Earn Out Amount” is
defined in Section 1.9.


 


“Earn Out Payment” is
defined in Section 1.9.


 


“Encumbrance” means
any lien, encumbrance, claim, charge, security interest, mortgage, pledge,
easement, conditional sale or other title retention agreement, defect in title
or other restriction of a similar kind.


 


“Environmental Laws”
means all federal, state, local or foreign Laws, statutes, ordinances,
regulations, rules, judgments, orders, notice requirements, court decisions,
agency guidelines or principles of law, restrictions and licenses, which (a)
regulate or relate to the protection or clean-up of the environment; the use,
treatment, storage, transportation, handling, disposal or release of Hazardous
Substances, the preservation or protection of waterways, groundwater, drinking
water, air, wildlife, plants or other natural resources; or the health and
safety of persons or property, including protection of the health and
safety of employees; or (b) impose liability with respect to any of the
foregoing, including the Federal Water Pollution Control Act (33 U.S.C.
§ 1251 et seq.), Resource
Conservation & Recovery Act (42 U.S.C. § 6901 et seq.), Safe Drinking Water Act (21
U.S.C. § 349, 42 U.S.C. §§ 201, 300f), Toxic Substances Control Act
(15 U.S.C. § 2601 et seq.),
Clean Air Act (42 U.S.C. § 7401 et seq.),
and Comprehensive Environmental Response, Compensation and Liability Act (42
U.S.C. § 9601 et seq.), or
any other similar federal, state or local Law of similar effect, each as
amended.


 


“Equipment” is
defined in Section 1.1(a)(ii).


 


“Equity Assets” means
each of the partnership interests, membership interests, shares or other equity
owned by one or more Sellers in any Investment Vehicle.


 


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“ERISA” means the
Employee Retirement Income Security Act of 1974, as amended.


 


“Estimated Adjusted Book
Value of the Assets” means (i) the aggregate of the 4/30/04 NAV of the Financing
and Lease Assets, Equity Assets set forth on Schedule 1.3 and
Assets Held for Sale or Lease set forth on Schedule 1.1(a)(i).


 


“Excluded Assets” is
defined in Section 1.1(b).


 


“Excluded Financing and
Lease Assets” means, collectively, the Serviced Assets and the Zero Balance
Financing and Lease Assets.


 


“Excluded Liabilities”
means any Liability (whether known or unknown, contingent or absolute, or
arising before, on or after the Closing Date) of any Seller or any of their
Affiliates other than the Assumed Liabilities, including, but not
limited to, the Liabilities set forth in any of clauses (c)(i) through
(c)(vii) of Section 1.2.


 


“Expenses” means any
and all reasonable expenses incurred in connection with investigating,
defending or asserting any claim, action, suit or proceeding incident to any
matter indemnified against hereunder (including court filing fees, court
costs, arbitration fees or costs, witness fees and reasonable fees and
disbursements of legal counsel, investigators, expert witnesses, accountants
and other professionals).


 


“Facilities” means
the Leasehold Property.


 


“Federal Mogul Schedule”
shall mean that certain Other Asset labeled as “Federal Mogul – Unsigned
Schedule 5” on Schedule 1.1(a)(vi).


 


“Final Closing Book Value
of the Assets Statement” is defined in Section 1.6(e).


 


“Final Closing Date”
is defined in Section 2.1.


 


“Final Closing” means
the last occurring Subsequent Closing.


 


“Finance Lease” means
any CFS Portfolio Financing and Lease Asset that, as a particular date, would
be classified as a “finance lease” under Financial Standards Board Statement
No. 13, as amended from time to time.


 


“Finance Obligation”
means any CFS Portfolio Financing and Lease Asset that is a promissory note,
loan or credit agreement, installment sale contract, financing agreement,
Finance Lease or similar financing arrangement (which is not, in any event, an
Operating Lease).


 


“Financial Statements”
is defined in Section 3.1(c).


 


“Financing and Lease
Assets” means, collectively, all Lease Contracts, loan agreements,
promissory notes, financing agreements, security agreements, other Portfolio
Contracts and chattel paper in the CFS Portfolio, together with all rights with
respect thereto, including rights to receive payments and other
receivables whether by installments, deferred


 


69

















 


payments, tax
indemnification obligations of Obligors (except to the extent (i) relating to
amounts actually incurred or paid by a Seller (or, as applicable under Section 3.2,
any Investment Vehicle) at any time prior to the Initial Closing or (ii) of the
rights of Sellers (or, as applicable under Section 3.2, any
Investment Vehicle) to indemnification or reimbursement in accordance with an
express provision of this Agreement, including  Section 1.5),
or otherwise, and including (a) any rights in Collateral, guaranties and
other agreements or arrangements of whatever character from time to time
supporting or securing payments thereunder and (b) all property and assets of
any Obligor in which any Seller (or, as applicable under Section 3.2,
any Investment Vehicle) has or may have an ownership interest, or a security
interest, lien, mortgage, encumbrance, claim or any other interest.


 


“First Amendment Lease”
means a Lease Contract in existence as of the Initial Closing Date which,
pursuant to its terms (i) provides the applicable lessee Obligor thereunder the
right to purchase the On-Lease Equipment at either (a) a fixed purchase option
price, or (b) a price equal to the greater of a stated price or the then
applicable fair market value (but not both (a) and (b)), and (ii)
provides that if the lessee Obligor does not exercise the purchase option
described in (i) above the lease shall automatically extend for a term and
rental stated in the lease.


 


“First Default Date”
means, with respect to any Defaulted Asset, the first date on which such Asset
became a Defaulted Asset.


 


“Fixed Asset” means
any asset that is not Movable Equipment.


 


“GAAP” means United
States generally accepted accounting principles, consistently applied.


 


“Gain/Loss Statement”
is defined in Section 1.9(a).


 


“Governmental Authority”
means any foreign, domestic, federal, territorial, state or local governmental
authority, quasi-governmental authority, court, commission, board, bureau,
agency or instrumentality, or any regulatory, administrative or other
department, agency, or any political or other subdivision, department or branch
of any of the foregoing.


 


“Governmental Permits”
is defined in Section 3.1(f).


 


“Hazardous Substances”
shall mean any quantity of asbestos in any form, urea formaldehyde, PCB’S,
radon gas, crude oil or any fraction thereof, all forms of natural gas,
petroleum products or by-products, any radioactive substance, any toxic,
infectious, reactive, corrosive, ignitable or flammable chemical or chemical
compound and any other hazardous substance, material or waste (as defined in or
for purposes of any Environmental Law), whether solid, liquid or gas.


 


“IER” means an
“individual equipment record” as customarily used by Sellers in connection with
their documentation of Financing and Lease Assets.


 


“Imputed Remarketing Cost”
is defined in Section 1.9(e).


 


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“Imputed
Remarketing Cost Percentage” is defined in Section 1.9(e).


 


“Income
Statement” is defined in Section 3.1(c).


 


“Income Taxes”
means Taxes imposed on or measured with respect to net income.


 


“Indemnifiable
Losses” mean losses, expenses, costs, damages, fines, penalties, claims,
obligations, judgments, equitable relief granted, settlements, awards, demands,
offsets, defenses, counter-claims, actions, proceedings, interest and Expenses.


 


“Indemnified
Party” is defined in Section 9.3(a).


 


“Indemnitor”
is defined in Section 9.3(a).


 


“Independent
Appraiser” is defined in Section 1.10(b).


 


“Initial
Closing” means the initial consummation of the transactions contemplated by
this Agreement.


 


“Initial
Closing Date” is defined in Section 2.1.


 


“Insurance
Benefits” is defined in Section 9.3(b).


 


“Insurance
Deficiencies” is defined in Section 6.6.


 


“Insurance Gain”
means the excess
resulting from the insurance proceeds retained by Buyer (i.e., not
released to, or for the benefit of, the Obligor) as a result of casualty damage
to Portfolio Property owned by Buyer for which the representations and
warranties set forth in Section 3.2(g)(iii)-(vi) were true and
correct on the Closing Date when title to such Portfolio Property (or the
Specified Financing and Lease Asset for which such Portfolio Property served as
On-Lease Equipment) was transferred to Buyer being greater than Buyer’s
out-of-pocket costs incurred to repair such Portfolio Property to the same
condition it was in prior to such casualty damage; provided, however,
that in the event that Buyer has taken any action or omitted to take any action
that resulted in the Obligor under any Specified Financing and Lease Asset
maintaining less insurance against loss or damage or liability insurance than
is required under the terms of such Specified Financing and Lease Asset (the “Insurance
Gap”), then the Insurance Gain shall be increased by the difference between
(i) the amount of insurance proceeds that Buyer would have retained
resulting from casualty damage to Portfolio Property owned by Buyer had there
been no Insurance Gap with respect to such Portfolio Property, and (ii) the
insurance proceeds, if any, actually retained by Buyer.


 


“Insurance Gap”
is defined in the definition of “Insurance Gain.”


 


“Insurance Loss”
means the shortfall
resulting from the insurance proceeds retained by Buyer (i.e., not
released to, or for the benefit of, the Obligor) resulting from casualty damage
to Portfolio Property owned by Buyer for which the representations and
warranties set forth in Section 3.2(g)(iii)-(vi) were true and
correct on the Closing Date when title to such 


 


71

















 


Portfolio Property (or the Specified Financing and Lease Asset for
which such Portfolio Property served as On-Lease Equipment) was transferred to
Buyer being less
than Buyer’s out-of-pocket costs incurred to repair such Portfolio
Property to the same condition it was in prior to such casualty damage, provided,
however, that in the event that Buyer has taken any action or omitted to
take any action that resulted in an Insurance Gap, then the Insurance Loss
shall be decreased
by the difference
between (i) the amount of insurance proceeds that Buyer would have retained
resulting from casualty damage to Portfolio Property owned by Buyer had there
been no Insurance Gap with respect to such Portfolio Property, and (ii) the
insurance proceeds, if any, actually retained by Buyer.  In the event that the calculation set forth
in the foregoing proviso results in a negative Insurance Loss, such negative
amount shall be treated as zero.


 


“Insurance
Proceeds” means (i) the proceeds paid by a casualty insurer to Buyer and
retained by Buyer (i.e., not released to, or for the benefit of, the
Obligor) with respect to the destruction of a Destroyed Asset for which the
representations and warranties set forth in Section 3.2(g)(iii)-(vi)
were true and correct on the Closing Date when title to such Portfolio Property
(or the Specified Financing and Lease Asset for which such Portfolio Property
served as On-Lease Equipment), provided, however, that in the
event that Buyer has taken any action or omitted to take any action that
resulted in an Insurance Gap, the Insurance Proceeds shall be increased
by the difference
between (i) the amount of insurance proceeds that Buyer would have retained
resulting from the destruction of a Destroyed Asset had there been no Insurance
Gap with respect to such Destroyed Asset, and (ii) the insurance proceeds, if
any, actually retained by Buyer.


 


“Intellectual
Property” consists of all items that are either (a) all computer
software and databases (the “Software”) and all related documentation;
(b) worldwide web pages and the contents thereof; or (c) Patents,
trademarks, copyrights, trade secrets, know-how, processes, procedures,
drawings, specifications, designs, plans, proposals, technical data,
copyrightable works, financial, marketing, and business data, pricing and cost
information, business and marketing plans, customer and supplier lists and
information, other confidential and proprietary information, manufacturing and
production processes and techniques, molds, dies, casts and product
configurations.


 


“Investment
Vehicle” means each of the entities set forth in the first column on Schedule 3.3
hereto.


 


“IRS” means
the United States Internal Revenue Service.


 


“Knowledge of
Sellers” means, as to a particular matter, the actual current knowledge of
Stephen N. Gray, James C. Hammersmith, Steven W. Vogeding, Steven D.
Williamson, Joseph Corff, Doby Rose, Louis Seno and Ramon Seranio (without any
duty of inquiry).


 


“Law” means
any law, statute, treaty, rule, regulation, ordinance, order, decree, consent
decree or similar instrument or determination or award of an arbitrator or a
court or any other Governmental Authority.


 


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“Lease Contract”
means each lease contract, bareboat charter or document of similar nature
together with all rights with respect thereto, including rights to receive
payments, rents, penalties, late charges and extension fees and other
receivables whether by installments, deferred payments, tax indemnification
obligations of Obligors (except to the extent (i) relating to amounts
actually incurred or paid by a Seller (or, as applicable under Section 3.2,
any Investment Vehicle ) at any time prior to the time such Asset is
transferred or equitably assigned or (ii) inconsistent with an express
provision of this Agreement, including  Section 1.5), or
otherwise, and including any guaranties and other agreements or arrangements of
whatever character from time to time supporting or securing payments of any
Lease Contract and all rights with respect to any agreements or arrangements
with its vendors, dealers and manufacturers of the On-Lease Equipment to the
extent specifically related to the Lease Contract.


 


“Lessee
Section 467 Loan Balance” means (a) a Section 467 Loan
balance owed to any Seller by any lessee Obligor as of any applicable Closing
Date or (b) any rents that are owed in arrears to any Seller by any lessee
Obligor for the rental period that includes such Closing Date.


 


“Liabilities”
means all indebtedness, obligations and other liabilities (or contingencies
that have not yet become liabilities), whether absolute, accrued, matured,
contingent (or based upon any contingency), known or unknown, fixed or
otherwise, or whether due or to become due, including any fines,
penalties, judgments, awards or settlements respecting any judicial,
administrative or arbitration proceedings or any damages, losses, claims or
demands with respect to any Law.


 


“Liquidated
Asset” means, as the context may require, a Liquidated Defaulted Asset, a
Liquidated Non-Defaulted Asset or an Asset Held for Sale or Lease with respect
to which a Disposition has occurred (and has not resulted in a SPRA).


 


“Liquidated
Defaulted Asset” means a Defaulted Asset with respect to which
(a) Buyer has repossessed the related Portfolio Property and (b) has
sold, whether by foreclosure sale or otherwise, such related Portfolio
Property.


 


“Liquidated
Non-Defaulted Asset” means a CFS Portfolio Financing and Lease Asset with
respect to which (a) the Obligor thereunder has returned such related
Portfolio Property to Buyer and (b) Buyer has sold such related Portfolio
Property.


 


“Liquidation
Proceeds” means, with respect to a Liquidated Asset, all amounts (including
all cash and non-cash consideration) received by Buyer with respect to the
Disposition of such Liquidated Asset, including the purchase price paid
for the applicable related Portfolio Property, and any and all fees, charges
and other amounts paid by the purchaser of such related Portfolio Property (or
by the applicable Obligor in connection with such Disposition) less any
amounts so received that are required to be refunded to the Obligor or any
other Person legally entitled thereto  on such Liquidated Asset.  For purposes of determining the value of
Liquidation Proceeds when all or a portion of such proceeds consists of
non-cash consideration, Buyer and Sellers shall attempt to mutually agree on
the present fair market value of such non-cash consideration, provided, however,
that if Buyer and Sellers cannot mutually agree on such present fair market
value, then such value shall be determined by an Independent Appraiser with 


 


73

















 


experience in making such determination, such Independent Appraiser to
be selected in a manner consistent with Section 1.10(a) and with
such Independent Appraisers fees paid as set forth in Section 1.10(a).


 


“Marks” is
defined in Section 6.1.


 


“Material
Adverse Effect” means any change, circumstance or effect that has a
material adverse effect on the Business, financial condition or results of
operations of the Business or on the Purchased Portfolio Assets, provided,
however, that Material Adverse Effect shall exclude any adverse changes or
conditions as and to the extent such changes or conditions relate to or result
from (i) public or industry knowledge of the transactions contemplated by
this Agreement (including but not limited to any action or inaction by
the Business’ employees and vendors), (ii) general economic conditions or
other conditions generally affecting the industry in which the Business
competes (other than changes, effects, occurrences or developments specifically
relating to or having a disproportionate effect on the Business taken as a
whole) or (iii) the NAV Shortfall, if any.  Sellers may,
however, at their option, include in the Schedules of this Agreement or
elsewhere items that would not have a Material Adverse Effect within the
meaning of the previous sentence in order to avoid any misunderstanding, and
such inclusion shall not be deemed to be an acknowledgement by Sellers that
such items would have a Material Adverse Effect or further define the meaning
of such term for the purposes of this Agreement.


 


“McGladrey”
is defined in Section 1.6(c).


 


“McGladrey
Findings” is defined in Section 1.6(c).


 


“Mitsui
Partnership” means that certain partnership between the Sellers and Mitsui.


 


“Monetary
Settlement” is defined in Section 9.4(b).


 


“Movable
Equipment” means property that is (a) Movable Equipment by Valuation,
(b) property title for which is registered with the United States Federal
Aviation Authority or a comparable foreign civil aviation authority,
(c) property title for which is registered with the United States Coast
Guard or a comparable foreign ship registry authority, or (d)  property
registered with the Surface Transportation Board or a comparable foreign
registration authority, or (e) property title for which is registered with
a state motor vehicle authority.


 


“Movable
Equipment by Valuation” means property the value of which, based upon an
open market sale between a willing seller and a willing buyer who will be
required to pay for the cost of shipping the property to the location of its
intended use and to pay for the cost of installation of the property, is equal
to or greater than 85% of the value of the same property, based upon an open
market sale between a willing seller and a willing buyer who will use the
property in its then current location.


 


“NAV Shortfall”
is defined in Section 1.6(h)(i).


 


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“Net
Disposition Proceeds” means the proceeds arising from Buyer’s Disposition
of any Portfolio Property for which an Imputed Remarketing Cost applies, less
Buyer’s Costs of Disposition (other than any Imputed Remarketing Cost included
therein).  In the event that such
proceeds are not payable in a lump sum in cash, Buyer’s Costs of Disposition
will be allocated equally to every payment of proceeds anticipated to be
received by Buyer at the time of such Disposition.


 


“Net Portfolio
Gain” means the amount, either per Gain/Loss Statement or cumulatively, by
which Undisputed Portfolio Gains exceeds Undisputed Portfolio Losses.


 


“Net Portfolio
Loss” means the amount, either per Gain/Loss Statement or cumulatively, by
which Undisputed Portfolio Losses exceeds Undisputed Portfolio Gains.


 


“Non-Assumable
Claim” means any
civil, criminal or administrative claim, action, suit, arbitration hearing,
investigation, inquiry or proceeding by or before any Governmental Authority
(a) in which one or more of the following legal theories have been
asserted:  (i) violations of (1)
any criminal Law, (2) RICO (the Racketeer Influenced and Corrupt Organizations
Act, 18 U.S.C. § § 1961-1968) or any state or federal Laws relating
to securities, antitrust or competition (or any comparable foreign Laws), or
(3) any Environmental Law or (ii) fraud by any Buyer Group Member other
than allegations of fraud by an Obligor pursuant to a counterclaim against a
Buyer Group Member in litigation arising out of the ordinary course of such
Buyer Group Member’s business, (b) in which any Governmental Authority has
instituted or asserted a claim against a Buyer Group Member, whether directly
or indirectly (including by counterclaim, cross-claim, interpleader or
otherwise) which could reasonably be expected to (i) interfere in any material
respect with the operation of any Buyer Group Member’s business in the ordinary
course, consistent with its past practices, (ii) result in any
Indemnifiable Losses, forfeiture, fine, penalty or fee in excess of $200,000 or
(iii) damage, in any material respect, the reputation or public image of any
Buyer Group Member, or (c) in connection with which injunctive relief is
sought; provided, however, that the term “Non-Assumable Claim”
shall not include any such third Person Claim to the extent such third Person
Claim (A) relates to breach of a warranty or representation set forth in Section 3.1(e)
or Section 3.2(n), (B) relates to matters described in Section 9.1(a)(iii)(A)-(D),
or (C) is governed by the provision of Section 9.4(c).


 


“Non-Assumable
Claim Offer” is defined in Section 9.4(b).


 


“Notice of
Disputed Amount” is defined in Section 1.10(a).


 


“Notice of
Disputed Gain or Loss” is defined in Section 1.10(a).


 


“Obligor”
means any borrower, lessee, buyer, debtor, guarantor or any other obligor with
respect to obligations owed to any Seller (or, as applicable under Section 3.2,
any Investment Vehicle) with respect to the Portfolio Assets.


 


“On-Lease
Equipment” means all aircraft, vessels, equipment and other property leased
to a lessee Obligor under a Lease Contract together with any replacement parts,
additions and repairs thereto, any replacements thereof, and any accessories
incorporated therein and/or affixed thereto.


 


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“Operating
Lease” means any Lease Contract that, as of a particular date, is classified
as an “operating lease” under Financial Standards Board Statement No. 13, as
amended from time to time.


 


“Option
Agreement” means each of the certain Option Agreements between Buyer and
certain Sellers in substantially the forms attached hereto as Exhibit K.


 


“Opt-out Assets”
is defined in Section 1.6(h)(i).


 


“Other Assets”
is defined in Section 1.1(a)(vii).


 


“Panel” is
defined in Section 12.21.


 


“Paper Sale”
is defined in Section 1.9(g).


 


“Paper Sale Net
Proceeds” means, with respect to a Paper Sale, the cash consideration
received by Buyer in connection with such Paper Sale less Buyer’s Costs
of Disposition (not reimbursable by the purchaser in such Paper Sale).


 


“Parent”
means The Boeing Company, a Delaware corporation.


 


“Party” is
defined in Section 12.21.


 


“Patents”
means issued U.S. and foreign patents and pending patent applications, patent
disclosures, and any and all divisions, continuations, continuations-in-part,
reissues, reexaminations, and extensions thereof, any counterparts claiming
priority therefrom, utility models, patents of importations/confirmation,
certificates of invention and similar statutory rights.


 


“Permits”
means all licenses, permits, franchises, approvals, authorizations, consents or
orders of, or filings with, any Governmental Authority, or any other person,
necessary or desirable for the past, present or anticipated conduct of, or
relating to the operation of the Business and the servicing and administration
of the Portfolio Assets.


 


“Person”
means an individual, partnership, corporation, business trust, joint stock
company, trust, unincorporated association, joint venture, Governmental
Authority or other entity of whatever nature.


 


“Portfolio Asset
Permitted Encumbrances” means, with respect to any Portfolio Property, (a) liens for
Taxes and other governmental charges and assessments which are not yet due and
payable or which are being contested in good faith (and, if such contest
involves Taxes other than Income Taxes that are being so contested as of the
Initial Closing Date, which are described on the Schedule of Pending
Non-Income Tax Contests), (b) any other Encumbrance on the related Obligor’s interest in
such Portfolio Property that is specifically permitted in accordance with the
terms of the related Financing and Lease Asset (or any applicable Portfolio
Contract), (c) any Encumbrance created by any Law applicable to real
property including rights of way, easements, sewer rights, zoning
ordinances and other similar restrictions, (d) any other imperfections of
title, licenses or encumbrances, if any, which do not materially impair the 


 


76

















 


continued use, operation or marketability of such Portfolio Property,
(e) liens of carriers, warehousemen, mechanics and materialmen and other
like liens arising in the ordinary course of business for sums not yet due and
payable or which are being contested in good faith, (f) liens or
reservations of title permitted under the related Financing and Lease Asset (or
any applicable Portfolio Contract), and (g) the rights of the Obligors
under the Financing and Lease Assets (or any applicable Portfolio Contracts).


 


“Portfolio
Assets” means, collectively, (i) the Financing and Lease Assets, (ii) the
Equity Assets, (iii) the Assets Held for Sale or Lease, and (iv) the Portfolio
Property relating to the assets described in the foregoing clauses (i), (ii)
and (iii), together with (a) all rentals, lease payments,
installments of principal, interest, residual and renewal proceeds, penalties,
late charges and extension fees or other payments due or to become due
thereunder, (b) all rights and remedies of Sellers thereunder,
(c) all insurance policies of Sellers relating specifically to the
Portfolio Assets, any refunds paid or payable in connection with the
cancellation or discontinuance of any such insurance policies and any claims
made with respect to such insurance policies, (d) all rights, claims,
credits, causes of action or rights of set-off of Sellers against third parties
relating to the Portfolio Assets, including claims pursuant to all
warranties, representations, indemnities and guarantees made by suppliers,
manufacturers, contractors and other third parties in connection with products
or services purchased by or furnished to Sellers affecting any of the Portfolio
Assets, (e) supplier, vendor franchisor, manufacturer and contractor
agreements, or other separate agreements with respect to the remarketing or
disposition of Portfolio Property or Assets Held for Sale or Lease, and (f) all
products and proceeds with respect to any of the foregoing in clauses (a)
through (e).


 


“Portfolio
Contract” means any written contract, agreement, license, lease, loan
agreement, sales or purchase order or other legally binding commitment in the
nature of a contract, or security for any of the Portfolio Assets, to which any
Seller is a party or by which any of the On-Lease Equipment or Collateral is
bound, including any owner trust agreement, intercreditor agreement,
collateral sharing agreement, security agreement, assignment of rents, pledge
agreement, guaranty, indemnification agreement, letter of credit agreement,
letters of credit, other credit enhancements and instruments and documents of
similar nature and import.


 


“Portfolio Gain”
means a Deemed Gain or Realized Gain as the context may require.  Any gain realized by Buyer from an early
termination by the Obligor pursuant to the contractual provisions of a CFS
Portfolio Financing and Lease Asset shall not constitute a Portfolio Gain under
this Agreement (although, if applicable, such gain may constitute an EBO Gain
pursuant to Section 1.9(h)). 
For the avoidance of doubt, any gain realized by Buyer (or otherwise
deemed to occur) with respect to a CFS Portfolio Financing and Lease Asset in
connection with (a) any early termination of such asset at the election of
Buyer (i.e., Buyer consents to a non-contractual early termination of a
CFS Portfolio Financing and Lease Asset prior to its Scheduled Termination
Date) or (b) any property replacement or substitution or Roll-up described in Sections 1.9(g)(iii)
and (iv) shall not constitute a Portfolio Gain under this
Agreement.


 


“Portfolio
Information” means that information set forth in Exhibit L.


 


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“Portfolio Loss”
means a Deemed Loss or a Realized Loss, as the context may require.  For the avoidance of doubt, any loss
incurred by Buyer (or otherwise deemed to occur) with respect to a CFS
Portfolio Financing and Lease Asset in connection with (a) any early
termination of such asset at the election of Buyer (i.e., Buyer consents
to a non-contractual early termination of a CFS Portfolio Financing and Lease
Asset prior to its Scheduled Termination Date as such Scheduled Termination
Date exists as of the Initial Closing Date (in the case of a Specified
Financing and Lease Asset) or (b) any Roll-up or property replacement or
substitution described in Section 1.9(g)(iv) shall not
constitute a Portfolio Loss under this Agreement.


 


“Portfolio
Performance Warranty” is defined in Section 10.1.


 


“Portfolio
Property” means all On-Lease Equipment and Collateral.


 


“Post-Signing
MAE Notice” is defined in Section 7.2.


 


“Premium
Reduction Payment” means an amount equal to the Purchase Premium multiplied
by the Retained Portfolio Asset Percentage.


 


“Proposed
Redeployed Asset” means a proposed Finance Obligation or Operating Lease
with respect to which Buyer, upon redeployment of such Asset, will be the
lender (or equivalent) or lessor.


 


“Proposed
Redeployed Asset Disclosure Package” means with respect to any Proposed
Redeployed Asset, the following: 
(a) copies of the proposed promissory note, loan or credit
agreement, installment sale contract or other financing agreement or lease and
all material financial terms of such proposed transaction (together with, in
each case, to the extent available, all applicable exhibits, riders and annexes
thereto and all ancillary documents, instruments and agreements pertaining
thereto); (b) written information identifying (with supporting calculations
and underlying data) Buyer’s proposed Stipulated Value, Restated Residual Value
(if any) and, if applicable, the present fair market value of any non-cash
consideration; (c) to the extent available, any appraisal or other
property valuation report or study obtained (or prepared) by Buyer in
connection with such Proposed Redeployed Asset (whether the value set forth in
such appraisal or other report or study was used by Buyer as its proposed
Stipulated Value or otherwise); and (d) any and all other existing documentation
and information in Buyer’s possession pertaining to such Proposed Redeployed
Asset as may be reasonably requested by Sellers.


 


“Purchase
Premium” means One Hundred Forty Million Dollars ($140,000,000).


 


“Purchase Price”
means an amount equal to the sum of: 
(a) the Closing Book Value of the Assets as reflected on the Final
Closing Book Value of the Assets Statement plus (b) the Purchase
Premium (subject to adjustment pursuant to Section 1.6(h)) minus
(c) the Unapplied Cash (in the amount set forth on the Final Closing Book
Value of the Assets Statement).


 


“Purchased
Financing and Lease Assets” means all Specified Financing and Lease Assets
actually purchased by Buyer pursuant to this Agreement.


 


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“Purchased
Portfolio Assets” means all Specified Portfolio Assets actually purchased
by Buyer pursuant to this Agreement.


 


“Purchased
Portfolio Contracts” means all Specified Portfolio Contracts actually
purchased by Buyer pursuant to this Agreement.


 


“PwC” is
defined in Section 1.6(d).


 


“Quarterly Net Gain” for a particular calendar quarter means the
amount (if any) by which Portfolio Gains exceed Portfolio Losses for such
quarter.


 


“Quarterly Net
Loss” for a particular calendar quarter means the amount (if any) by which
Portfolio Losses exceed Portfolio Gains for such quarter.


 


“Real Estate
Lease” is defined in Section 3.1(g)(i)(A).


 


“Realized Gain”
means:


 


(a)           with respect to a Liquidated Defaulted Asset, WHERE the result
of


 


(i) the Liquidation Proceeds received by Buyer in respect of such
asset minus


 


(ii) Buyer’s Costs of Disposition with respect to Buyer’s
liquidation of such asset, plus any Insurance Loss (if any) not
previously treated as a Deemed Loss applicable to the Affected Portfolio
Property


 


is  greater  than the amount equal to


 


(x) the Applicable NAV of such asset as of the First Default Date minus


 


(y) any and all Recoveries and Return Condition Payments received
by Buyer in respect of such asset from and after the First Default Date up to
and including the date on which such asset was liquidated minus


 


(z) to the extent not already deducted in the determination of
such Applicable NAV, the aggregate amount of Deemed Losses theretofore
attributable to such Replaced Asset,


 


the
amount of such excess;


 


(b)           with respect to a Liquidated Non-Defaulted Asset, WHERE the result
of


 


(i) the Liquidation Proceeds received by Buyer in respect of such
asset minus


 


(ii) Buyer’s Costs of Disposition with respect to Buyer’s
liquidation of such asset, minus any Insurance Gain (if any) or plus
any Insurance Loss (if any) that was not previously treated as a Deemed Gain
(in the case of 


 


79

















 


an Insurance Gain) or a Deemed Loss (in the case of an Insurance Loss)
applicable to the Affected Portfolio Property


 


exceeds the amount equal to


 


(x) the Applicable NAV of such asset as of the Termination Date
therefor, minus


 


(y) any Return Condition Payments received by Buyer in respect of such
asset from and after the Termination Date up to and including the date on which
such asset was liquidated,


 


the
amount of such excess;


 


(c)           with respect to an Asset Held for Sale or
Lease that has become a Liquidated Asset WHERE


 


(i) the Liquidation Proceeds received by Buyer in connection with such
sale


 


exceed an amount equal to


 


(x) the Applicable NAV of such asset as of the date such asset was
liquidated minus


 


(y) Buyer’s Costs of Disposition with respect to Buyer’s Disposition of
such asset,


 


the amount of such excess;


 


(d) with respect to a Redeployed Asset for which there
is a Deemed Gain and as to which Sellers have elected not to exercise
their option to treat such asset as an SPRA pursuant to Section 1.9(d),
an
amount  equal to the applicable Deemed Gain for such asset;


 


(e)           with respect to a Paper Sale occurring within the
twenty-four (24) month period prior to the Scheduled Termination Date of the
applicable CFS Portfolio Financing and Lease Asset (or at any time thereafter
in the case of a First Amendment Lease), WHERE the Paper Sale Net Proceeds plus any
Insurance Gain or minus any Insurance Loss not previously treated as
Deemed Gain (in the case of Insurance Gain) or Deemed Loss (in the case of
Insurance Loss) exceed the Applicable NAV of such
asset as of the date of such sale, the amount of such excess; and


 


(f)            with respect to a Destroyed Asset, WHERE the Insurance
Proceeds relating to such Destroyed Asset exceed the Applicable NAV for the
Destroyed Asset at the time of destruction of the Destroyed Asset, the amount
of such excess.


 


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“Realized Loss”
means:


 


(a)           with respect to a Liquidated Defaulted Asset WHERE the result
of


 


(i) the Liquidation Proceeds received by Buyer in respect of such
asset minus


 


(ii) Buyer’s Costs of Disposition with respect to Buyer’s
liquidation of such asset plus any Insurance Loss (if any) not
previously treated as a Deemed Loss applicable to the Affected Portfolio
Property


 


is  less  than the amount  equal  to


 


(x) the Applicable NAV of such asset as of the First Default Date minus


 


(y) any and all Recoveries and Return Condition
Payments received by Buyer in respect of such asset from and after the First
Default Date up to and including the date on which such asset was liquidated minus


 


(z) to the extent not already deducted in the
determination of such Applicable NAV, the aggregate amount of Deemed Losses
theretofore attributable to such asset,


 


the
amount of such shortfall;


 


(b)           with respect to a Liquidated Non-Defaulted Asset WHERE the result
of


 


(i) the Liquidation Proceeds received by Buyer in respect of such
asset minus


 


(ii) Buyer’s Costs of Disposition with respect to Buyer’s
liquidation of such asset, minus any Insurance Gain (if any) or plus
any Insurance Loss (if any) that was not previously treated as a Deemed Gain
(in the case of an Insurance Gain) or a Deemed Loss (in the case of an
Insurance Loss) applicable to the Affected Portfolio Property


 


is  less  than  the amount equal to


 


(x) the Applicable NAV of such asset as of the Termination Date therefor,
minus


 


(y) any and all Return Condition Payments received by Buyer in respect
of such asset from and after the Termination Date up to and including the date
on which such asset was liquidated,


 


the
amount of such shortfall;


 


(c)           with respect to an Asset Held for Sale or Lease that
has become a Liquidated Asset WHERE


 


81

















 


(i) the Liquidation Proceeds received by Buyer in connection with
such sale


 


are  less  than  an amount  equal
to


 


(x) the Applicable NAV of such asset as of the date such asset was
liquidated minus


 


(y) Buyer’s Cost of Disposition with respect to Buyer’s Disposition of
such asset,


 


the amount of such shortfall;


 


(d)           with respect to a Redeployed Asset for
which there is a Deemed Loss and as to which Sellers have elected not to
exercise their option to treat such Asset as an SPRA pursuant to Section 1.9(d),
an
amount  equal to the applicable Deemed Loss for such asset;


 


(e)           with respect to a Destroyed Asset, WHERE the Insurance
Proceeds relating to such Destroyed Asset are less than the Applicable NAV for
the Destroyed Asset at the time of destruction of the Destroyed Asset, the amount
of such shortfall; and


 


(f)            with respect to a Paper Sale of
(i) any Designated Energy Financing and Lease Asset or (ii) any
Defaulted Asset, or Redeployed Defaulted Asset that is a Fixed Asset, WHERE the Paper Sale
Net Proceeds are  less  than the Applicable NAV of such
asset as of the date of such sale, the amount of such shortfall.


 


For the avoidance
of doubt, except as set forth above regarding losses on Paper Sales of the
Designated Energy Financing and Lease Assets, Redeployed Defaulted Assets that
are Fixed Assets and Defaulted Assets, Sellers shall have no obligation to
reimburse Buyer or any of its successors, assignees or transferees for any loss
on any Paper Sale.


 


“Reasonable
Inquiry” means reasonable inquiry of Sellers’ employees who would
reasonably be expected to have facts and information relating to the underlying
question at issue.


 


“Records”
means, with respect to the CFS Portfolio (or any applicable part thereof), all
the ledgers, journals, bookkeeping memoranda, account cards, reports, computer
listings, indexes, stored computer data cards, Obligor files, credit files,
collateral records, an original or copy of all client lists and vendor (including
suppliers, manufacturers, contractors, customers, borrowers and lenders) lists,
if any, certificates of title (including vehicle titles, ownership
certificates and the like) and all other correspondence, memoranda, books and
records with respect to the CFS Portfolio or applicable part thereof (including
with respect to Financing and Lease Assets, Collateral, Equity Assets, On-Lease
Equipment, Assets Held for Sale or Lease and, from and after the Initial Closing
Date, any Seller Participating Renegotiated Assets), of Sellers or of Buyer, as
the context shall require.


 


“Recoveries”
means, with respect to any Defaulted Asset, monies collected in respect
thereof, from whatever source (including payments made under or
collected in respect of 


 


82

















 


Credit Enhancements but excluding liability insurance or
indemnities), net of any amounts required by Law to be remitted to the related
Obligor or its Affiliates; provided that Recoveries with respect to any
Defaulted Asset shall in no event be less than zero.  “Recoveries” shall not include Deemed Loss payments.


 


“Redeployed
Asset” means a Redeployed Defaulted Asset or a Redeployed Non-Defaulted
Asset, as applicable.


 


“Redeployed
Defaulted Asset” means a promissory note, loan or credit agreement or other
financing agreement or lease or similar rental or use arrangement with respect
to which Buyer is the lender (or equivalent) or lessor, which note, agreement,
lease or arrangement arose in connection with the Disposition of Portfolio
Property theretofore subject to a Defaulted Asset at the time of such
Disposition.


 


“Redeployed
Non-Defaulted Asset” means a promissory note, loan or credit agreement or
other financing agreement or lease or similar rental or use arrangement with
respect to which Buyer is the lender (or equivalent) or lessor, which note,
agreement, lease or arrangement arose in connection with the Disposition of
Portfolio Property (a) theretofore subject to a CFS Portfolio Financing and
Lease Asset that was not a Defaulted Asset at the time of such Disposition or
(b) constituting an Asset Held for Sale or Lease.


 


“Redeployment
Period” is defined in the definition of “Deemed Gain.”


 


“Refurbishment”
means, with respect to any Portfolio Property subject to a CFS Portfolio
Financing and Lease Asset, cleaning, painting or similar costs in connection
with placing such Portfolio Property in a readily marketable condition or an
improvement thereof, whether such improvement is accomplished by the
incorporation of replacement components, parts or other property, by
“adding-on” supplemental components or other property, or otherwise, which
improvement is expensed by Buyer in accordance with Buyer’s normal and
customary accounting policies in accordance with GAAP.


 


“Replaced Asset”
means, with respect to any Redeployed Asset, the CFS Portfolio Financing and
Lease Asset that, due to the termination thereof (for any reason) gave rise to
Buyer’s Disposition of the related Portfolio Property and thereby resulted in
the creation of such Redeployed Asset.


 


“Required
Consents” is defined in Section 3.2(v).


 


“Requirements
of Law” means any foreign, federal, state and local laws, statutes,
regulations, rules, codes or ordinances enacted, adopted, issued or promulgated
by any Governmental Authority or any stock exchange or national market system.


 


“Restated
Residual Value” means, with respect to any item of Portfolio Property
relating to any Redeployed Asset, its estimated value upon the Scheduled
Termination Date of such Redeployed Asset, in each case as determined in
accordance with the provisions of Section 1.9(d).


 


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“Retained
Portfolio Asset Percentage” means an amount (expressed as a percentage)
equal to (i) the aggregate Applicable NAV as of the Initial Closing Date of the
Opt-out Assets divided  by (ii) the aggregate Applicable NAV of
the Total Subject Assets, in each case as the Applicable NAV for such assets is
set forth in the Final Closing Book Value of Assets Statement.


 


“Retention
Agreements” means the agreements set forth on Schedule 3.1(p-(ii)).


 


“Return
Condition Payments” means payments received by Buyer from or on behalf of
an Obligor in connection with such Obligor’s return to Buyer (or Buyer’s
designee) of the Portfolio Property relating to a CFS Portfolio Financing and
Lease Asset in the nature of amounts due and payable as a result of such
Obligor’s failure to deliver such Portfolio Property in compliance with
required return conditions (e.g., deferred maintenance liability).


 


“Roll-up”
means, with respect to any Portfolio Property relating to an IER or SPRA
(constituting, in either case, a CFS Portfolio Financing and Lease Asset), a
transaction or series of related transactions as a result of which such IER or
SPRA is terminated and immediately replaced with a new schedule or other
similar document (of a similar nature to an IER or SPRA), which
schedule or other document covers (whether as a lease or financing device)
such Portfolio Property and other separately identifiable (i.e.
non-integrated) property.


 


“Scheduled
Termination Date” means, with respect to (a) any Finance Obligation (other
than a Finance Lease) the date set forth therein as the scheduled
maturity date for the obligations of the Obligor thereunder and (b) any
Lease Contract, the date set forth therein as the scheduled lease
termination date (whether referred to as the “maturity date,” “expiration
date,” “termination date” or words of similar meaning, in each case without,
however, giving effect to any option to extend (or automatic extension of) such
scheduled lease termination date or any “early buy-out” (i.e, an
optional equipment purchase) right). 
For the avoidance of doubt, the Scheduled Termination Date of any First
Amendment Lease shall be the first contractually scheduled termination date
thereof.


 


“Section 467
Loan” has the meaning specified in Treas. Reg. 1.467-4 (without regard to
1.467-4(a)(2)).


 


“Section 467
Loan Balance” means a Lessee Section 467 Loan Balance or a Seller
Section 467 Loan Balance.


 


“Securitization”
means any sale or assignment by Buyer of the revenue stream attributable to a
CFS Portfolio Financing and Lease Asset (but not the related Portfolio
Property) in which the accounting for Applicable NAV and Booked Residual Value
pursuant to this Agreement shall not be affected as a result of such sale or
assignment.  For the avoidance of doubt,
entering into a Securitization by Buyer shall not be considered to be a
Disposition and shall not, as a result of such transaction, affect the
calculation of Deemed Gain, Deemed Loss, Realized Gain or Realized Loss.


 


“Seller Group
Member” means Sellers, their Affiliates and their respective directors,
officers, employees, agents, attorneys and consultants and their successors and
assigns.


 


84

















 


“Seller
Postponed Redeployed Asset” means a Redeployed Asset with respect to which
the applicable Seller has elected to postpone the measurement of the Earn Out
Amount pursuant to Section 1.9(d). 



 


“Seller
Section 467 Loan Balance” means (i) a Section 467 Loan
balance owed by any Seller to any lessee Obligor as of any applicable Closing
Date or (ii) any rents that are paid in advance to any Seller by any
lessee Obligor for the rental period that includes such Closing Date.


 


“Seller
Transaction Documents” means all agreements, instruments and documents
being or to be executed and delivered by Sellers under this Agreement or in
connection herewith, including each of the documents listed on Schedule 2.3
hereto, but specifically excluding the Portfolio Assets.


 


“Sellers”
is defined in the preamble of this Agreement.


 


“Sellers’
Accountants” means Deloitte & Touche LLP or any public accounting
firm with nationally recognized auditing expertise (other than Buyer’s
Accountants), as selected by Sellers.


 


“Sellers’
Breach Notice” is defined in Section 11.1(a)(iii).


 


“Sellers’
Savings Plan” is defined in Section 6.2(f).


 


“Serviced
Assets” mean, collectively, the Financing and Lease Assets (including
those held by Investment Vehicles) subject to the Servicing Agreement from time
to time.


 


“Servicing
Agreement” means a servicing agreement between Buyer and Boeing Capital and
any of the Sellers as indicated thereon substantially in the form of Exhibit H.


 


“Software”
is defined in the definition of “Intellectual Property”.


 


“Specialized
Audit Steps” means the annual audit steps to be taken by Buyer’s
Accountants as more particularly described in Exhibit I.


 


“Specified
Financing and Lease Assets” means the Financing and Lease Assets in
existence as of the Initial Closing Date related to the IERs identified on Schedule 1.3
and, in addition, Federal Mogul Schedule.


 


“Specified
Portfolio Assets” means (i) the Specified Financing and Lease Assets, (ii)
the Equity Assets, (iii) the Assets Held for Sale or Lease and (iv) any and all
Portfolio Assets relating to the assets described in the foregoing clauses (i),
(ii) and (iii).


 


“Specified
Portfolio Contracts” means the Portfolio Contracts relating to the
Specified Financing and Lease Assets.


 


“SPRA”
means Seller Postponed Redeployed Asset.


 


85

















 


“Stipulated
Value” means:


 


(a)           with respect to any SPRA, the net asset value for such
SPRA as mutually agreed upon among Buyer and Sellers (pursuant to Sellers’
election to treat the applicable Redeployed Asset as a SPRA pursuant to Section 1.9(d)),
which net asset value shall be recorded in Buyer’s Records as the Applicable
NAV for such SPRA as of the date of its inception.


 


(b)           with respect to any Redeployed Asset that is not a
SPRA where the property
subject to such Redeployed Asset constitutes Movable Equipment, the fair market
value of such property as may be mutually agreed upon among Buyer and Sellers, provided
that if Buyer and Sellers are unable to agree upon a fair market value for such
property within thirty (30) days of Buyer’s delivery of the applicable Proposed
Redeployed Asset Disclosure Package therefor, then such fair market value shall
be determined by the Independent Appraiser in accordance with Section 1.10(b).  In determining the fair market value for
such property, the Independent Appraiser shall value the property based upon an
open market sale between a willing buyer and willing seller, assuming the
present condition of the property and that it will be sold in “as is” condition
within 270 days.


 


(c)           with respect to any Redeployed Asset that is not a
SPRA where the property
subject to such Redeployed Asset constitutes a Fixed Asset or group of Fixed
Assets, the orderly liquidation value of such property as may be mutually
agreed upon among Buyer and Sellers, provided that if Buyer and Sellers
are unable to agree upon a orderly liquidation value for such property within
thirty (30) days of Buyer’s delivery of the Proposed Redeployed Asset
Disclosure Package therefor, then such orderly liquidation value shall be
determined by the Independent Appraiser in accordance with Section 1.10(b).  In determining the orderly liquidation value
for such property, the Independent Appraiser shall value the property based on
an open market sale between a willing buyer and willing seller from its present
location on an “as is” condition, “where is” location basis in which the buyer
assumes the cost to dismantle and remove the property and that the property is
sold within 150 days.


 


“Subsequent
Closings” means the date or dates of the consummation of the transactions
contemplated by this Agreement with respect to all or some of the Portfolio
Assets not sold, conveyed, transferred, assigned and delivered to Buyer at the
Initial Closing.


 


“Tax” (and,
with correlative meaning, “Taxes”) means any federal, state, local or
foreign income, gross receipts, property, sales, use, license, excise,
franchise, employment, payroll, withholding, alternative or add-on minimum, ad
valorem, transfer or excise tax, or any other tax, custom, duty, governmental
fee or other like assessment or charge of any kind whatsoever, together with
any interest or penalty, imposed by any Governmental Authority.


 


“Tax Return”
means any return, report or similar statement required to be filed with respect
to any Tax (including any attached schedules and related workpapers), including
any information return, claim for refund, amended return or declaration of
estimated Tax and any affiliated, consolidated, combined, unitary or similar
return.


 


“Tentative
Portfolio Performance Warranty Amount” is defined in Section 10.2(a).


 


86

















 


“Tentative
Portfolio Performance Warranty Payment” is defined in Section 10.1.


 


“Tentative
Portfolio Performance Warranty Payment Refund” is defined in Section 10.2(b).


 


“Termination
Date” means, with respect to any CFS Portfolio Financing and Lease Asset,
the date upon which either (a) all of the applicable Obligor’s obligations
thereunder shall have been discharged (or deemed by Buyer to have been
discharged) in full or (b) such asset shall have become a Liquidated Asset
or a Redeployed Asset.


 


“Total Subject
Assets” is defined in Section 1.6(h)(i).


 


“Transferred
Employee” is defined in Section 6.2(a).


 


“Transition
Services Agreement” means a transition services agreement substantially in
the form of Exhibit J.


 


“Triggering
Event” means (a) with respect to a Defaulted Asset (i) if such
asset is not an Operating Lease, Buyer’s (A) posting of a specific
reserve on its books and records against the Applicable NAV of such asset or
(B) ”writedown” or “write-off” of all or any part of the Applicable NAV of
such asset and (ii) if such asset is an Operating Lease, Buyer’s
“writedown” or “write-off” of all or any part of the Applicable NAV of such
asset, and (b) with respect to any CFS Portfolio Financing and Lease Asset
(whether a Defaulted Asset or otherwise), Buyer posts a specific reserve on its
books against the Applicable NAV of such asset or to “writedown” or “write-off”
all or any part of the Applicable NAV of such asset, in each case, to the
extent any such specific reserve, “writedown” or “write-off” is posted or made
as required or permitted by GAAP and consistent with Buyer’s accounting
principles, as in effect from time to time.


 


“Undisputed
Portfolio Gain” means any Portfolio Gain reflected on a Gain/Loss Statement
with respect to which Sellers do not submit a Notice of Disputed Gain or Loss
in accordance with Section 1.10(a).


 


“Undisputed
Portfolio Loss” means any Portfolio Loss reflected on a Gain/Loss Statement
with respect to which Sellers do not submit a Notice of Disputed Gain or Loss
in accordance with Section 1.10(a).


 


“Upgrade”
means, with respect to any Portfolio Property subject to a CFS Portfolio
Financing and Lease Asset (including those held by any Investment Vehicle), an
improvement thereof, whether such improvement is accomplished by the
incorporation of replacement components, parts or other property, by
“adding-on” supplemental components or other property, or otherwise, which
improvement is capitalized by Buyer in accordance with Buyer’s normal and
customary accounting policies in accordance with GAAP.


 


“Zero Balance
Financing and Lease Assets” means, collectively, the Financing and Lease
Assets described on Schedule 1.1(b)(ii), which, as of the date
hereof, the applicable Sellers carry on their respective books of account as
“written-off” assets (i.e., assets written-down to zero) together with
any and all property encumbered by or leased pursuant to such Financing and
Lease Assets.


 


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LEFT BLANK -

SIGNATURE PAGES TO FOLLOW]


 


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IN WITNESS
WHEREOF, the parties hereto have caused this Purchase and Sale Agreement to be
executed as of the day and year first above written.


 


	
   

  	
   

  	
  BOEING CAPITAL CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Walter E.
  Skowronski

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Walter E. Skowronski

  
	
   

  	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BCC EQUIPMENT LEASING

  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Walter E.
  Skowronski

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Walter E. Skowronski

  
	
   

  	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  MCDONNELL DOUGLAS OVERSEAS

  FINANCE CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Walter E.
  Skowronski

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Walter E. Skowronski

  
	
   

  	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BOEING CAPITAL LOAN

  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Walter E.
  Skowronski

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Walter E. Skowronski

  
	
   

  	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GENERAL ELECTRIC CAPITAL

  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Mark H.S. Cohen

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Mark H.S. Cohen

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
							



 


1

















 


For good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, The Boeing Company, a Delaware corporation (“Parent”),
hereby irrevocably and unconditionally promises to pay each of the payment
obligations of the Sellers (including those related to indemnity claims)
set forth in this Agreement (each an “Obligation” and altogether the “Obligations”).


 


Parent will pay
all Obligations hereunder upon any one or more of the following:


 


(a) Sellers shall
have failed to satisfy their payment obligations pursuant to this Agreement for
at least thirty (30) Business Days;


 


(b)  Boeing Capital dissolves or otherwise ceases
to exist; or


 


(c) Boeing Capital
institutes or consents to the institution of any proceeding under a Debtor
Relief Law relating to it or to all or any material part of its property, or is
unable or admits in writing its inability to pay its debts as they mature, or
makes an assignment for the benefit or creditors; or Boeing Capital applies for
or consents to the appointment of any receiver, trustee, custodian,
conservator, liquidator, rehabilitator or similar officer for it or for all or
any material part of its property; or any receiver, trustee, custodian,
conservator, liquidator, rehabilitator or similar officer is appointed without
the application or consent of Boeing Capital and the appointment continues
undischarged or unstayed for sixty (60) calendar days; or any proceeding under
a Debtor Relief Law relating to Boeing Capital or to all or any part of its
property is instituted without its consent and continues undismissed or
unstayed for sixty (60) calendar days.


 


2

















 


Buyer Group
Members will provide notice to Parent of a claim hereunder by delivering to
Parent a written notice stating (i) that the Buyer Group Member has delivered a
claim for an Obligation to Sellers and attaching a copy thereof and (ii) the
amount of the Obligation unpaid by Sellers with respect to such claim; provided,
however, that following the occurrence of (b) or (c) above, all claims
for Obligations may be delivered directly to Parent. 


 


	
   

  	
   

  	
  THE BOEING COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Joseph T. Lower

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Joseph T. Lower

  
	
   

  	
   

  	
  Title:

  	
  Vice President –
  Corporate & Strategic

  Development

  



 


1

















 


Schedules


 


 


	
  1.1

  	
   

  	
  Sellers

  
	
  1.1(a)(i)

  	
   

  	
  Assets Held for Sale or
  Lease (included in Specified Portfolio Assets)

  
	
  1.1(a)(ii)

  	
   

  	
  Equipment

  
	
  1.1(a)(iii)

  	
   

  	
  Assigned Contracts

  
	
  1.1(a)(vi)

  	
   

  	
  Other Assets

  
	
  1.1(b)(ii)

  	
   

  	
  Zero Balance Financing
  and Lease Assets

  
	
  1.1(b)(xv)

  	
   

  	
  Designated Excluded
  Assets

  
	
  1.2(b)(v)

  	
   

  	
  Advance Rents,
  Deposits, Maintenance, Reserves or Other Payments or Deposits

  
	
  1.3

  	
   

  	
  Specified Financing and
  Lease Assets and Equity Assets (including 4/30/04 NAV Table)

  
	
  1.4

  	
   

  	
  Allocation of Purchase
  Price

  
	
  1.9(a)(iv)

  	
   

  	
  Reports

  
	
  2.1

  	
   

  	
  Deferred Assets

  
	
  2.2

  	
   

  	
  Buyer Transaction
  Documents

  
	
  2.3

  	
   

  	
  Seller Transaction
  Documents

  
	
  3.1(b)

  	
   

  	
  Sellers’ Conflicts

  
	
  3.1(c)

  	
   

  	
  Financial Statements

  
	
  3.1(f)

  	
   

  	
  Governmental Permits

  
	
  3.1(i)

  	
   

  	
  Software Contracts

  
	
  3.1(j)

  	
   

  	
  Litigation – Seller

  
	
  3.1(k)

  	
   

  	
  Contracts

  
	
  3.1(n-(i))

  	
   

  	
  Benefit Plans

  
	
  3.1(n-(iii))

  	
   

  	
  Exceptions to Benefits

  
	
  3.1(p-(ii))

  	
   

  	
  Retention Agreements

  
	
  3.1(q)

  	
   

  	
  Undisclosed Liabilities

  
	
  3.2(g)(i)

  	
   

  	
  Late
  Payments/Prepayments

  
	
  3.2(g)(ii)

  	
   

  	
  Advance Rents, Other
  Payments or Deposits

  
	
  3.2(g)(v)

  	
   

  	
  Exceptions to Insurance
  Portfolio Property Coverage

  
	
  3.2(h)

  	
   

  	
  Claims/Proceedings

  
	
  3.2(i)

  	
   

  	
  Undelivered Specified
  Financing and Lease Assets; Undelivered Portfolio Property

  
	
  3.2(j)

  	
   

  	
  Obligor Bankruptcy

  
	
  3.2(l)

  	
   

  	
  On-Lease Equipment
  Casualty

  
	
  3.2(o)

  	
   

  	
  Non-Direct Payments;
  Other Agreements

  
	
  3.2(r)

  	
   

  	
  Designated Credit
  Enhancements

  
	
  3.2(s)

  	
   

  	
  Foreign Specified
  Financing and Lease Assets/Credit Enhancement/Foreign Obligors

  
	
  3.2(v)

  	
   

  	
  Required Consents

  
	
  3.2(x)

  	
   

  	
  Waiver of Material
  Rights

  
	
  3.3

  	
   

  	
  Equity Assets

  
	
  5.3

  	
   

  	
  Operations Prior to the
  Closing Date

  
	
  9

  	
   

  	
  Indemnification

  
	
  9.1(a)(iii)(B)

  	
   

  	
  Interests Treated as
  Partnerships

  



 


i

















 


	
  10

  	
   

  	
  Special Warranty

  
	
  13.1

  	
   

  	
  Business Asset
  Permitted Encumbrances

  
	
  13.2

  	
   

  	
  Designated Energy
  Financing and Lease Assets

  



 


ii

















 


Exhibits


 


	
  Exhibit A

  	
   

  	
  Accounting
  Principles

  
	
   

  	
   

  	
   

  
	
  Exhibit B

  	
   

  	
  Assignment and
  Assumption Agreement

  
	
   

  	
   

  	
   

  
	
  Exhibit C

  	
   

  	
  Agreed Audit
  Procedures

  
	
   

  	
   

  	
   

  
	
  Exhibit D

  	
   

  	
  Bill of Sale

  
	
   

  	
   

  	
   

  
	
  Exhibit E

  	
   

  	
  Buyer’s Asset
  Restructuring Policy

  
	
   

  	
   

  	
   

  
	
  Exhibit F

  	
   

  	
  Gain/Loss
  Statement

  
	
   

  	
   

  	
   

  
	
  Exhibit G

  	
   

  	
  Notice to
  Obligors

  
	
   

  	
   

  	
   

  
	
  Exhibit H

  	
   

  	
  Servicing
  Agreement

  
	
   

  	
   

  	
   

  
	
  Exhibit I

  	
   

  	
  Specialized
  Audit Steps

  
	
   

  	
   

  	
   

  
	
  Exhibit J

  	
   

  	
  Transition
  Services Agreement

  
	
   

  	
   

  	
   

  
	
  Exhibit K

  	
   

  	
  Option Agreement

  
	
   

  	
   

  	
   

  
	
  Exhibit L

  	
   

  	
  Portfolio
  Information

  



 


iii












 








 


Schedule 1.1


 


Sellers


 


	
  Legal Name

  	
   

  	
  Jurisdiction
  of Organization

  
	
   

  	
   

  	
   

  
	
  BCC
  Equipment Leasing Corporation

  	
   

  	
  Delaware

  
	
   

  	
   

  	
   

  
	
  McDonnell
  Douglas Overseas Finance Corporation

  	
   

  	
  Delaware

  
	
   

  	
   

  	
   

  
	
  Boeing
  Capital Loan Corporation

  	
   

  	
  Delaware

  



 

















 


Schedule 1.1(a)(i)


 


Assets
Held for Sale or Lease


 


ASSETS HELD FOR SALE OR LEASE


NAV as of 4/30/04


 


	
  Customer
  Name

  	
   

  	
  Lease

  Sched

  	
   

  	
  Property
  Class Long

  	
   

  	
  Equipment
  Desc Short

  	
   

  	
  NAV  as of

  4/30/04

  	
   

  
	
  AMERICAN
  STANDARD INC.

  	
   

  	
  0031203-025

  	
   

  	
  MACHINE
  TOOLS MACHINING CENTER

  	
   

  	
  MACHINE TOOLS

  	
   

  	
  25,000.00

  	
   

  
	
  AMERICAN
  STANDARD INC.

  	
   

  	
  0031203-045

  	
   

  	
  MFG EQUIP
  OTHER

  	
   

  	
  WELDING
  ROBOT

  	
   

  	
  5,742.34

  	
   

  
	
  AMERICAN
  STANDARD INC.

  	
   

  	
  0031203-047

  	
   

  	
  MFG EQUIP
  OTHER

  	
   

  	
  WELDING
  ROBOT

  	
   

  	
  2,464.49

  	
   

  
	
  AMERICAN
  STANDARD INC.

  	
   

  	
  0031203-125

  	
   

  	
  MACHINE
  TOOLS MACHINING CENTER

  	
   

  	
  MACHINE
  TOOLS

  	
   

  	
  25,000.00

  	
   

  
	
  CARGILL,
  INC.

  	
   

  	
  0030411-072

  	
   

  	
  MATL HNDLG
  EQ FORKLIFT TRUCK

  	
   

  	
  FORKLIFT

  	
   

  	
  1.00

  	
   

  
	
  GALVPRO L.P.

  	
   

  	
  0035259-005

  	
   

  	
  MATL HNDLG
  EQ OTHER

  	
   

  	
  CASTER
  TRAILOR

  	
   

  	
  2,400.00

  	
   

  
	
  GLOBAL AIR
  CHARTER, INC

  	
   

  	
  0042045-001

  	
   

  	
  1982 LEARJET
  35A S/N472

  	
   

  	
  LEARJET 35A

  	
   

  	
  2,847,295.51

  	
   

  
	
  GREAT DANE
  AIRLINE, INC.

  	
   

  	
  0040541-001

  	
   

  	
  1979 LEARJET
  35A S/N237

  	
   

  	
  LEARJET 35A

  	
   

  	
  2,535,673.63

  	
   

  
	
  STONE
  CONTAINER CORP.

  	
   

  	
  0030791-022

  	
   

  	
  TRLRS SINGLE
  DRY VAN 48’ X102’

  	
   

  	
  DRY VAN
  TRAILERS

  	
   

  	
  6,510.00

  	
   

  
	
  STONE
  CONTAINER CORP.

  	
   

  	
  0030791-095

  	
   

  	
  1998 VOLVO
  WG42T 4X2 TRACTORS

  	
   

  	
  TRACTORS

  	
   

  	
  19,678.92

  	
   

  
	
  STONE
  CONTAINER CORP.

  	
   

  	
  0030791-195

  	
   

  	
  1998 VOLVO
  WG42T 4X2 TRACTORS

  	
   

  	
  TRACTORS

  	
   

  	
  19,678.92

  	
   

  
	
  STONE
  CONTAINER CORP.

  	
   

  	
  0030791-295

  	
   

  	
  1998 VOLVO
  WG42T 4X2 TRACTORS

  	
   

  	
  TRACTORS

  	
   

  	
  9,839.46

  	
   

  
	
  TRANSAMERICA
  EQUIPMENT LEASING

  	
   

  	
  0027474-001

  	
   

  	
  TRLRS
  PIGGYBACK 45’ X 102’

  	
   

  	
  TRAILERS

  	
   

  	
  139,724.38

  	
   

  
	
  UNC JOHNSON
  TECHNOLOGY, INC.

  	
   

  	
  0033069-017

  	
   

  	
  MACHINE
  TOOLS GRINDERS

  	
   

  	
  MACHINE
  TOOLS

  	
   

  	
  10,145.40

  	
   

  
	
  UNITED
  STATES STEEL CORP

  	
   

  	
  0035204-106

  	
   

  	
  WALDON 6000C
  FORKLIFT

  	
   

  	
  FORKLIFT

  	
   

  	
  5,500.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TOTAL*

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  5,654,654.05

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  
  

  

  

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  *Excludes
  “Excluded Asset” RAFIK KHALIFA with NAV of

  	
   

  	
   

  	
   

  	
  36,691,096.50

  	
   

  



 

















 


Schedule 1.1(a)(ii)


 


Equipment


 


None.


 

















 


Schedule 1.1(a)(iii)


 


Assigned Contracts


 


None.


 

















 


Schedule 1.1(a)(vi)


 


Other Assets


 


	
  Acct Description

  	
   

  	
  Buyer

  	
   

  
	
  Property Tax Receivable

  	
   

  	
  208,556

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Sales Tax Rec - CLAS

  	
   

  	
  156,481

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Federal Mogul - Unsigned Schedule 5

  	
   

  	
  103,772

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Total

  	
   

  	
  468,809

  	
   

  



 

















 


Schedule 1.1(b)(ii)


 


ZERO BALANCE FINANCING ASSETS


As of 4/30/04


 


	
  Customer
  Name

  	
   

  	
  Lease
  Sched

  	
   

  	
  Property
  Class Long

  	
   

  	
  Equipment
  Desc Short

  	
   

  	
  NAV

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CSU
  TRANSPORT INC.

  	
   

  	
  0039171-013

  	
   

  	
  TRACTORS
  PETERBILT OCNV/NONSLP

  	
   

  	
  TRACTOR

  	
   

  	
  —

  	
   

  
	
  CSU
  TRANSPORT INC.

  	
   

  	
  0039171-020

  	
   

  	
  TRACTORS
  PETERBILT OCNV/NONSLP

  	
   

  	
  TRACTOR

  	
   

  	
  —

  	
   

  
	
  CSU
  TRANSPORT INC.

  	
   

  	
  0039171-022

  	
   

  	
  CHEVROLET
  SERVICE TRUCK

  	
   

  	
  TRUCK

  	
   

  	
  —

  	
   

  
	
  CSU
  TRANSPORT INC.

  	
   

  	
  0039171-023

  	
   

  	
  TRACTORS
  PETERBILT OCNV/NONSLP

  	
   

  	
  TRACTORS

  	
   

  	
  —

  	
   

  
	
  PROFICIENT
  FOODS

  	
   

  	
  0030387-016

  	
   

  	
  TRLRS REEFER
  OTHER

  	
   

  	
  REEFER TRAILERS

  	
   

  	
  —

  	
   

  
	
  PROFICIENT
  FOODS

  	
   

  	
  0030387-017

  	
   

  	
  TRLRS REEFER
  OTHER

  	
   

  	
  REEFER
  TRAILERS

  	
   

  	
  —

  	
   

  
	
  PROFICIENT
  FOODS

  	
   

  	
  0030387-018

  	
   

  	
  TRLRS REEFER
  OTHER

  	
   

  	
  REEFER
  TRAILERS

  	
   

  	
  —

  	
   

  
	
  PROFICIENT
  FOODS

  	
   

  	
  0030387-019

  	
   

  	
  TRLRS REEFER
  OTHER

  	
   

  	
  REEFER
  TRAILERS

  	
   

  	
  —

  	
   

  
	
  PROFICIENT
  FOODS

  	
   

  	
  0030387-029

  	
   

  	
  TRLRS REEFER
  OTHER

  	
   

  	
  REEFER
  TRAILERS

  	
   

  	
  —

  	
   

  
	
  PROFICIENT
  FOODS

  	
   

  	
  0030387-030

  	
   

  	
  TRLRS REEFER
  OTHER

  	
   

  	
  REEFER
  TRAILERS

  	
   

  	
  —

  	
   

  
	
  PROFICIENT
  FOODS

  	
   

  	
  0030387-031

  	
   

  	
  TRLRS REEFER
  OTHER

  	
   

  	
  REEFER
  TRAILERS

  	
   

  	
  —

  	
   

  
	
  PROFICIENT
  FOODS

  	
   

  	
  0030387-032

  	
   

  	
  TRLRS REEFER
  OTHER

  	
   

  	
  REEFER
  TRAILERS

  	
   

  	
  —

  	
   

  
	
  PROFICIENT
  FOODS

  	
   

  	
  0030387-033

  	
   

  	
  TRLRS REEFER
  OTHER

  	
   

  	
  REEFER
  TRAILERS

  	
   

  	
  —

  	
   

  
	
  PROFICIENT
  FOODS

  	
   

  	
  0030387-034

  	
   

  	
  TRLRS REEFER
  OTHER

  	
   

  	
  REEFER
  TRAILERS

  	
   

  	
  —

  	
   

  
	
  PROFICIENT
  FOODS

  	
   

  	
  0030387-035

  	
   

  	
  TRLRS REEFER
  OTHER

  	
   

  	
  REEFER
  TRAILERS

  	
   

  	
  —

  	
   

  
	
  PROFICIENT
  FOODS

  	
   

  	
  0030387-036

  	
   

  	
  TRLRS REEFER
  OTHER

  	
   

  	
  REEFER
  TRAILERS

  	
   

  	
  —

  	
   

  
	
  PROFICIENT
  FOODS

  	
   

  	
  0030387-044

  	
   

  	
  TRLRS REEFER
  OTHER

  	
   

  	
  REEFER
  TRAILERS

  	
   

  	
  —

  	
   

  
	
  PROFICIENT
  FOODS

  	
   

  	
  0030387-045

  	
   

  	
  TRLRS REEFER
  OTHER

  	
   

  	
  REEFER
  TRAILERS

  	
   

  	
  —

  	
   

  
	
  PROFICIENT
  FOODS

  	
   

  	
  0030387-046

  	
   

  	
  TRLRS REEFER
  OTHER

  	
   

  	
  REEFER
  TRAILERS

  	
   

  	
  —

  	
   

  
	
  PROFICIENT
  FOODS

  	
   

  	
  0030387-047

  	
   

  	
  TRLRS REEFER
  OTHER

  	
   

  	
  REEFER
  TRAILERS

  	
   

  	
  —

  	
   

  
	
  PROFICIENT
  FOODS

  	
   

  	
  0030387-048

  	
   

  	
  TRLRS REEFER
  OTHER

  	
   

  	
  REEFER
  TRAILERS

  	
   

  	
  —

  	
   

  
	
  PROFICIENT
  FOODS

  	
   

  	
  0030387-050

  	
   

  	
  TRLRS REEFER
  OTHER

  	
   

  	
  REEFER
  TRAILERS

  	
   

  	
  —

  	
   

  
	
  PROFICIENT
  FOODS

  	
   

  	
  0030387-051

  	
   

  	
  TRLRS REEFER
  OTHER

  	
   

  	
  REEFER
  TRAILERS

  	
   

  	
  —

  	
   

  
	
  PROFICIENT
  FOODS

  	
   

  	
  0030387-052

  	
   

  	
  TRLRS REEFER
  OTHER

  	
   

  	
  REEFER
  TRAILERS

  	
   

  	
  —

  	
   

  
	
  PROFICIENT
  FOODS

  	
   

  	
  0030387-053

  	
   

  	
  TRLRS REEFER
  OTHER

  	
   

  	
  REEFER
  TRAILERS

  	
   

  	
  —

  	
   

  
	
  PROFICIENT
  FOODS

  	
   

  	
  0030387-054

  	
   

  	
  TRLRS REEFER
  OTHER

  	
   

  	
  REEFER
  TRAILERS

  	
   

  	
  —

  	
   

  
	
  PROFICIENT
  FOODS

  	
   

  	
  0030387-056

  	
   

  	
  TRLRS REEFER
  OTHER

  	
   

  	
  REEFER
  TRAILERS

  	
   

  	
  —

  	
   

  
	
  PROFICIENT
  FOODS

  	
   

  	
  0030387-058

  	
   

  	
  TRLRS REEFER
  OTHER

  	
   

  	
  REEFER
  TRAILERS

  	
   

  	
  —

  	
   

  
	
  PROFICIENT
  FOODS

  	
   

  	
  0030387-061

  	
   

  	
  MATL HNDLG
  EQ WAREHOUSE EQUIP

  	
   

  	
  RACKING

  	
   

  	
  —

  	
   

  
	
  PROFICIENT
  FOODS

  	
   

  	
  0030387-063

  	
   

  	
  WHITE GMC
  COE 6X4 SLEEPER TRAC.

  	
   

  	
  TRACTORS

  	
   

  	
  —

  	
   

  
	
  PROFICIENT
  FOODS

  	
   

  	
  0030387-068

  	
   

  	
  TRLRS REEFER
  OTHER

  	
   

  	
  REFRIGERATED
  TRAILER

  	
   

  	
  —

  	
   

  
	
  PROFICIENT
  FOODS

  	
   

  	
  0030387-070

  	
   

  	
  TRLRS REEFER
  OTHER

  	
   

  	
  REFRIGERATED
  TRAILER

  	
   

  	
  —

  	
   

  
	
  PROFICIENT
  FOODS

  	
   

  	
  0030387-071

  	
   

  	
  TRLRS REEFER
  OTHER

  	
   

  	
  REFRIGERATED
  TRAILER

  	
   

  	
  —

  	
   

  
	
  PROFICIENT
  FOODS

  	
   

  	
  0030387-072

  	
   

  	
  TRLRS REEFER
  OTHER

  	
   

  	
  REFRIGERATED
  TRAILER

  	
   

  	
  —

  	
   

  
	
  PROFICIENT
  FOODS

  	
   

  	
  0030387-073

  	
   

  	
  TRLRS REEFER
  OTHER

  	
   

  	
  REFRIGERATED
  TRAILER

  	
   

  	
  —

  	
   

  
	
  PROFICIENT
  FOODS

  	
   

  	
  0030387-074

  	
   

  	
  TRLRS REEFER
  OTHER

  	
   

  	
  REFRIGERATED
  TRAILER

  	
   

  	
  —

  	
   

  
	
  PROFICIENT
  FOODS

  	
   

  	
  0030387-075

  	
   

  	
  TRLRS REEFER
  OTHER

  	
   

  	
  REFRIGERATED
  TRAILER

  	
   

  	
  —

  	
   

  
	
  PROFICIENT
  FOODS

  	
   

  	
  0030387-076

  	
   

  	
  TRLRS REEFER
  OTHER

  	
   

  	
  REFRIGERATED
  TRAILER

  	
   

  	
  —

  	
   

  
	
  PROFICIENT
  FOODS

  	
   

  	
  0030387-085

  	
   

  	
  TRACTORS
  WHITE GMC CONV/NONSLP

  	
   

  	
  TRACTORS

  	
   

  	
  —

  	
   

  
	
  PROFICIENT
  FOODS

  	
   

  	
  0030387-183

  	
   

  	
  TRACTORS
  NAVISTAR COE SLEEPER

  	
   

  	
  TRACTORS

  	
   

  	
  —

  	
   

  
	
  STONE
  CONTAINER CORP.

  	
   

  	
  0030213-005

  	
   

  	
  TRLRS SINGLE
  DRY VAN 48’ X102’

  	
   

  	
  DRY VAN
  TRAILERS

  	
   

  	
  —

  	
   

  
	
  STONE
  CONTAINER CORP.

  	
   

  	
  0030213-009

  	
   

  	
  TRACTORS
  KENWORTH CONV/NON-SLP

  	
   

  	
  TRACTOR

  	
   

  	
  —

  	
   

  
	
  STONE
  CONTAINER CORP.

  	
   

  	
  0030213-012

  	
   

  	
  TRLRS SINGLE
  DRY VAN 48’ X102’

  	
   

  	
  DRY VAN
  TRAILERS

  	
   

  	
  —

  	
   

  
	
  STONE
  CONTAINER CORP.

  	
   

  	
  0030213-015

  	
   

  	
  TRACTORS
  NAVISTAR CONV/NON-SLP

  	
   

  	
  TRACTOR

  	
   

  	
  —

  	
   

  
	
  STONE
  CONTAINER CORP.

  	
   

  	
  0030791-061

  	
   

  	
  TRACTORS
  NAVISTAR CONV/NON-SLP

  	
   

  	
  TRACTOR

  	
   

  	
  —

  	
   

  
	
  WEIRTON
  STEEL CORPORATION

  	
   

  	
  0031484-019

  	
   

  	
  MATL HNDLG
  EQ FORKLIFT TRUCK

  	
   

  	
  MATERIAL
  HANDLING

  	
   

  	
  —

  	
   

  
	
  WEIRTON
  STEEL CORPORATION

  	
   

  	
  0031484-020

  	
   

  	
  MATL HNDLG
  EQ OTHER

  	
   

  	
  MATERIAL
  HANDLING

  	
   

  	
  —

  	
   

  



 












*Excludes “Excluded Asset” Guardian Savings
and Loan


 

















 


ACCOUNTS WITH POTENTIAL RECOVERIES OR WHERE PREFERENCE CLAIMS (P) ARE
BEING DEFENDED AGAINST


As of 4/30/04


 


	
  Customer Name

  	
   

  	
  Lease Sched

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  NAV

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ALLIED PRODUCTS

  	
   

  	
  0036859

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  —

  	
   

  
	
  AMERICAN
  STANDARD

  	
   

  	
  0031203

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  —

  	
   

  
	
  AMERISERVE

  	
   

  	
  0035604

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  —

  	
   

  
	
  BALDWINS
  LEASING

  	
   

  	
  0039728

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  —

  	
   

  
	
  BULK
  MATERIALS

  	
   

  	
  0028860

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  —

  	
   

  
	
  FURR’S
  SUPERMARKET

  	
   

  	
  0032524

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  —

  	
   

  
	
  GALVPRO

  	
   

  	
  0035259

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  —

  	
   

  
	
  GLENIOT

  	
   

  	
  0035559

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  —

  	
   

  
	
  GUARDIAN
  SAVINGS

  	
   

  	
  0029058

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  —

  	
   

  
	
  JODA
  PARTNERSHIP

  	
   

  	
  0035493

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  —

  	
   

  
	
  JOHNSTON
  INDUSTRIES (P)

  	
   

  	
  0035048

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  —

  	
   

  
	
  LOS CIPRESES

  	
   

  	
  0035726

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  —

  	
   

  
	
  NATIONAL
  PICTURE FRAME

  	
   

  	
  0034496

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  —

  	
   

  
	
  NATIONAL
  STEEL (P)

  	
   

  	
  0035204

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  —

  	
   

  
	
  NEUVANT

  	
   

  	
  0035266

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  —

  	
   

  
	
  PROGRESSIVE
  DAIRIES

  	
   

  	
  0034819

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  —

  	
   

  
	
  SHELDAHL
  EQUIPMENT

  	
   

  	
  0031229

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  —

  	
   

  
	
  TRISM
  EQUIPMENT

  	
   

  	
  0034129

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  —

  	
   

  
	
  TYLER JET

  	
   

  	
  0034861

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  —

  	
   

  
	
  VALLEY MEDIA
  (P)

  	
   

  	
  0034418

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  —

  	
   

  
	
  WELDED TUBE
  (LTV)

  	
   

  	
  0036682

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  —

  	
   

  



 

















 


As of April 30, 2004


 


Schedule
1.1(b)(xv)


Designated
Excluded Assets


 


	
  Customer Name

  	
   

  	
  Lease
  Sched

  	
   

  	
  Property
  Class Long

  	
   

  	
  Equipment
  Desc Short

  	
   

  	
  NAV as of

  4/30/04

  	
   

  
	
  BNJ SALES
  COMPANY, LLC

  	
   

  	
  1002511

  	
   

  	
  AIRCRAFT JET
  UNSECURED

  	
   

  	
  191QS

  	
   

  	
  23,335,982

  	
   

  
	
  BOEING
  COMPANY, THE

  	
   

  	
  0037137-001

  	
   

  	
  AIRCRAFT JET

  	
   

  	
  BBJ

  	
   

  	
  43,129,552

  	
   

  
	
  BOEING
  COMPANY, THE

  	
   

  	
  0037137-002

  	
   

  	
  AIRCRAFT JET

  	
   

  	
  BBJ

  	
   

  	
  1,110,750

  	
   

  
	
  BOEING
  COMPANY, THE

  	
   

  	
  0037459-001

  	
   

  	
  AIRCRAFT JET

  	
   

  	
  BBJ

  	
   

  	
  26,226,387

  	
   

  
	
  BOEING
  COMPANY, THE

  	
   

  	
  0037459-002

  	
   

  	
  AIRCRAFT JET

  	
   

  	
  BBJ

  	
   

  	
  20,680,875

  	
   

  
	
  BOEING
  COMPANY, THE

  	
   

  	
  0037459-003

  	
   

  	
  AIRCRAFT JET

  	
   

  	
  BBJ

  	
   

  	
  3,889,464

  	
   

  
	
  BOEING SPACE
  AND

  	
   

  	
  0040985-001

  	
   

  	
  AIRCRAFT
  NON-PRODUCT HELICOPTE

  	
   

  	
  EUROCOPTER

  	
   

  	
  3,201,514

  	
   

  
	
  BOEING SPACE
  AND

  	
   

  	
  0040985-002

  	
   

  	
  AIRCRAFT
  NON-PRODUCT HELICOPTE

  	
   

  	
  EUROCOPTER

  	
   

  	
  3,195,212

  	
   

  
	
  CITRUS
  WORLD, INC.

  	
   

  	
  0040774-001

  	
   

  	
  FOOD
  PROCESSING EQUIPMENT

  	
   

  	
  LAND AND
  EQUIPMENT

  	
   

  	
  962,423

  	
   

  
	
  CITRUS
  WORLD, INC.

  	
   

  	
  0040774-002

  	
   

  	
  FOOD
  PROCESSING EQUIPMENT

  	
   

  	
  LAND AND
  EQUIPMENT

  	
   

  	
  459,581

  	
   

  
	
  CITRUS
  WORLD, INC.

  	
   

  	
  0040774-003

  	
   

  	
  FOOD
  PROCESSING EQUIPMENT

  	
   

  	
  LAND AND
  EQUIPMENT

  	
   

  	
  7,960,910

  	
   

  
	
  CITRUS
  WORLD, INC.

  	
   

  	
  0040774-004

  	
   

  	
  FOOD
  PROCESSING EQUIPMENT

  	
   

  	
  LAND AND
  EQUIPMENT

  	
   

  	
  8,478,197

  	
   

  
	
  CITRUS
  WORLD, INC.

  	
   

  	
  0040774-005

  	
   

  	
  FOOD
  PROCESSING EQUIPMENT

  	
   

  	
  LAND AND
  EQUIPMENT

  	
   

  	
  8,379,195

  	
   

  
	
  CITRUS
  WORLD, INC.

  	
   

  	
  0040774-006

  	
   

  	
  FOOD
  PROCESSING EQUIPMENT

  	
   

  	
  LAND AND
  EQUIPMENT

  	
   

  	
  16,121,203

  	
   

  
	
  WARREN
  DISTRIBUTION

  	
   

  	
  0034529-001

  	
   

  	
  MISCELLANEOUS

  	
   

  	
  OIL STORAGE
  TANKS

  	
   

  	
  43,087

  	
   

  
	
  GUARDIAN
  SAVINGS AND LOAN

  	
   

  	
  1004811

  	
   

  	
  NON-EQUIPMENT

  	
   

  	
  MARKETABLE
  SECURITY

  	
   

  	
  —

  	
   

  
	
  GOLDEN GEMS

  	
   

  	
  1004511

  	
   

  	
  FOOD
  PROCESSING EQUIPMENT

  	
   

  	
  E TANK FARM

  	
   

  	
  503,729

  	
   

  
	
  GOLDEN GEMS

  	
   

  	
  1004512

  	
   

  	
  FOOD
  PROCESSING EQUIPMENT

  	
   

  	
  FOR GOLDEN
  GEM GROWERS

  	
   

  	
  —

  	
   

  
	
  RAFIK A.
  KHALIFA

  	
   

  	
  0041407-101

  	
   

  	
  AIRCRAFT JET

  	
   

  	
  BBJ

  	
   

  	
  36,691,097

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Total NAV

  	
   

  	
  204,369,157

  	
   

  



 


Please note
that the following interests are also excluded:


 


(1)  A 1% partnership interest in MDFC/Mitsui Leasing Partnership, a
California general partnership.


 


(2)  A 1% membership interest in Portland Tube Facility, L.L.C., a
Delaware limited liability company.


 


(3)  A 13% beneficial interest in Bethlehem Steel Corp 2000 Equipment
Trust No. 1.


 


(4)  A 12.684% partnership interest in Cylinder Head Line Partnership,
consisting of a portion of the “Seller’s Interest” as referenced in the
Participation Agreement, dated as of August 26, 2002, by and between
Transamerica Equipment Financial Services Corporation and BCC Equipment Leasing
Corporation, a Delaware corporation, and the Participation Agreement, dated as
of August 27, 2002, by and between UPS Capital Corporation, a Delaware
corporation, and BCC Equipment Leasing Corporation, a Delaware corporation.


 


(5)  The Color Line and Gateway interests referenced on Exhibit A to
the Servicing Agreement.


 

















 


Schedule
1.2(b)(v)


 


Advance
Rents, Deposits, Maintenance, Reserves or Other Payments or Deposits


 


See Schedule 3.2(g)(ii).


 



















Schedule 1.3


 


	
  Customer Name

  	
   

  	
  Lease
  Schedule (IER)

  	
   

  	
  Adjusted
  NAV

  @ 4/30/04

  	
   

  	
  Booked
  Residual

  	
   

  
	
  ACCESS LEASING CORPORATION

  	
   

  	
  1000111

  	
   

  	
  1,842,067

  	
   

  	
   

  	
   

  
	
  ADELPHIA COMMUNICATIONS CORP.

  	
   

  	
  0035171-001

  	
   

  	
  245,148

  	
   

  	
  63,581

  	
   

  
	
  ADELPHIA COMMUNICATIONS CORP.

  	
   

  	
  0035171-002

  	
   

  	
  3,089,255

  	
   

  	
  801,921

  	
   

  
	
  ADELPHIA COMMUNICATIONS CORP.

  	
   

  	
  0035171-003

  	
   

  	
  561,220

  	
   

  	
  135,124

  	
   

  
	
  AERO TOY STORE, INC.

  	
   

  	
  1000311

  	
   

  	
  8,615,783

  	
   

  	
   

  	
   

  
	
  AERO TOY STORE, INC.

  	
   

  	
  1000312

  	
   

  	
  5,951,131

  	
   

  	
   

  	
   

  
	
  AERO TOY STORE, INC.

  	
   

  	
  1000313

  	
   

  	
  13,719,832

  	
   

  	
   

  	
   

  
	
  AERO TOY STORE, INC.

  	
   

  	
  1000316

  	
   

  	
  2,040,110

  	
   

  	
   

  	
   

  
	
  AERO TOY STORE, INC.

  	
   

  	
  1000317

  	
   

  	
  13,920,779

  	
   

  	
   

  	
   

  
	
  AERO TOY STORE, INC.

  	
   

  	
  1000318

  	
   

  	
  4,522,377

  	
   

  	
   

  	
   

  
	
  AERODYNAMICS, INC

  	
   

  	
  0043021-001

  	
   

  	
  3,974,391

  	
   

  	
  3,832,448

  	
   

  
	
  AEROSERVICIOS CORPORATIVOS

  	
   

  	
  0039482-001

  	
   

  	
  9,347,862

  	
   

  	
  6,037,500

  	
   

  
	
  AEROSERVICIOS DINAMICOS, S.A.

  	
   

  	
  0034185-001

  	
   

  	
  5,761,920

  	
   

  	
  —

  	
   

  
	
  AEROSERVICIOS VANGUARDIA, S.A.

  	
   

  	
  1000211

  	
   

  	
  6,364,515

  	
   

  	
   

  	
   

  
	
  AEROVITRO. S.A. DE C.V.

  	
   

  	
  0038971-001

  	
   

  	
  37,789,492

  	
   

  	
  25,500,000

  	
   

  
	
  ALL ERECTION & CRANE RENTAL CO

  	
   

  	
  1000912

  	
   

  	
  178,356

  	
   

  	
   

  	
   

  
	
  ALL ERECTION & CRANE RENTAL CO

  	
   

  	
  1000921

  	
   

  	
  808,861

  	
   

  	
   

  	
   

  
	
  ALL ERECTION & CRANE RENTAL CO

  	
   

  	
  1000922

  	
   

  	
  241,694

  	
   

  	
   

  	
   

  
	
  ALL ERECTION & CRANE RENTAL CO

  	
   

  	
  1000923

  	
   

  	
  523,241

  	
   

  	
   

  	
   

  
	
  ALL ERECTION & CRANE RENTAL CO

  	
   

  	
  1000924

  	
   

  	
  452,439

  	
   

  	
   

  	
   

  
	
  ALL ERECTION & CRANE RENTAL CO

  	
   

  	
  1000925

  	
   

  	
  47,668

  	
   

  	
   

  	
   

  
	
  AMERICAN COLOR GRAPHICS

  	
   

  	
  0032684-107

  	
   

  	
  2,309,252

  	
   

  	
  —

  	
   

  
	
  AMERICAN COLOR GRAPHICS

  	
   

  	
  0032684-108

  	
   

  	
  107,575

  	
   

  	
  —

  	
   

  
	
  AMERICAN COLOR GRAPHICS

  	
   

  	
  0033365-103

  	
   

  	
  80,670

  	
   

  	
  —

  	
   

  
	
  AMERICAN COLOR GRAPHICS

  	
   

  	
  0033365-301

  	
   

  	
  192,556

  	
   

  	
  —

  	
   

  
	
  AMERICAN COLOR GRAPHICS

  	
   

  	
  0033365-401

  	
   

  	
  63,751

  	
   

  	
  —

  	
   

  
	
  AMERICAN COLOR GRAPHICS

  	
   

  	
  0033365-402

  	
   

  	
  2,029,931

  	
   

  	
  —

  	
   

  
	
  AMERICAN COLOR GRAPHICS

  	
   

  	
  0033365-501

  	
   

  	
  47,232

  	
   

  	
  —

  	
   

  
	
  AMERICAN COLOR GRAPHICS

  	
   

  	
  0033365-502

  	
   

  	
  8,967

  	
   

  	
  —

  	
   

  
	
  AMERICAN COLOR GRAPHICS

  	
   

  	
  0033365-602

  	
   

  	
  15,152

  	
   

  	
  —

  	
   

  
	
  AMERICAN COLOR GRAPHICS

  	
   

  	
  0033365-702

  	
   

  	
  112,576

  	
   

  	
  —

  	
   

  
	
  AMERICAN RAILCAR INDUSTRIES

  	
   

  	
  1001211

  	
   

  	
  6,896,017

  	
   

  	
   

  	
   

  
	
  AMERICAN RAILCAR INDUSTRIES

  	
   

  	
  1001222

  	
   

  	
  10,021,354

  	
   

  	
   

  	
   

  
	
  AMERICAN STANDARD INC.

  	
   

  	
  0031203-009

  	
   

  	
  66,541

  	
   

  	
  50,278

  	
   

  
	
  AMERICAN STANDARD INC.

  	
   

  	
  0031203-013

  	
   

  	
  38,192

  	
   

  	
  8,450

  	
   

  
	
  AMERICAN STANDARD INC.

  	
   

  	
  0031203-027

  	
   

  	
  39,104

  	
   

  	
  24,525

  	
   

  
	
  AMERICAN STANDARD INC.

  	
   

  	
  0031203-032

  	
   

  	
  6,937

  	
   

  	
  7,078

  	
   

  
	
  AMERICAN STANDARD INC.

  	
   

  	
  0031203-035

  	
   

  	
  27,497

  	
   

  	
  23,946

  	
   

  
	
  AMERICAN STANDARD INC.

  	
   

  	
  0031203-036

  	
   

  	
  36,666

  	
   

  	
  22,400

  	
   

  
	
  AMERICAN STANDARD INC.

  	
   

  	
  0031203-038

  	
   

  	
  106,444

  	
   

  	
  112,582

  	
   

  
	
  AMERICAN STANDARD INC.

  	
   

  	
  0031203-042

  	
   

  	
  17,875

  	
   

  	
  6,492

  	
   

  
	
  AMERICAN STANDARD INC.

  	
   

  	
  0031203-046

  	
   

  	
  6,256

  	
   

  	
  6,384

  	
   

  
	
  AMERICAN STANDARD INC.

  	
   

  	
  0031203-050

  	
   

  	
  26,913

  	
   

  	
  27,463

  	
   

  
	
  AMERICAN STANDARD INC.

  	
   

  	
  0031203-051

  	
   

  	
  55,506

  	
   

  	
  35,861

  	
   

  
	
  AMERICAN STANDARD INC.

  	
   

  	
  0031203-053

  	
   

  	
  374,143

  	
   

  	
  363,882

  	
   

  
	
  AMERICAN STANDARD INC.

  	
   

  	
  0031203-054

  	
   

  	
  93,092

  	
   

  	
  88,433

  	
   

  
	
  AMERICAN STANDARD INC.

  	
   

  	
  0031203-055

  	
   

  	
  93,090

  	
   

  	
  88,431

  	
   

  
	
  AMERICAN STANDARD INC.

  	
   

  	
  0031203-056

  	
   

  	
  53,024

  	
   

  	
  50,370

  	
   

  
	
  AMERICAN STANDARD INC.

  	
   

  	
  0031203-057

  	
   

  	
  53,024

  	
   

  	
  50,370

  	
   

  
	
  AMERICAN STANDARD INC.

  	
   

  	
  0031203-058

  	
   

  	
  125,263

  	
   

  	
  116,077

  	
   

  
	
  AMERICAN STANDARD INC.

  	
   

  	
  0031203-059

  	
   

  	
  512,030

  	
   

  	
  492,940

  	
   

  
	
  AMERICAN STANDARD INC.

  	
   

  	
  0031203-060

  	
   

  	
  31,889

  	
   

  	
  28,000

  	
   

  
	
  AMERICAN STANDARD INC.

  	
   

  	
  0031203-063

  	
   

  	
  422,602

  	
   

  	
  367,479

  	
   

  
	
  AMERICAN STANDARD INC.

  	
   

  	
  0031203-064

  	
   

  	
  139,562

  	
   

  	
  116,060

  	
   

  
	
  AMERICAN STANDARD INC.

  	
   

  	
  0031203-065

  	
   

  	
  106,557

  	
   

  	
  88,426

  	
   

  
	
  AMERICAN STANDARD INC.

  	
   

  	
  0031203-066

  	
   

  	
  59,193

  	
   

  	
  50,493

  	
   

  
	
  AMERICAN STANDARD INC.

  	
   

  	
  0031203-067

  	
   

  	
  57,335

  	
   

  	
  47,679

  	
   

  
	
  AMERICAN STANDARD INC.

  	
   

  	
  0031203-068

  	
   

  	
  183,341

  	
   

  	
  153,125

  	
   

  
	
  AMERICAN STANDARD INC.

  	
   

  	
  0031203-069

  	
   

  	
  177,594

  	
   

  	
  145,471

  	
   

  
	
  AMERICAN STANDARD INC.

  	
   

  	
  0031203-070

  	
   

  	
  59,773

  	
   

  	
  47,687

  	
   

  
	
  AMERICAN STANDARD INC.

  	
   

  	
  0031203-072

  	
   

  	
  118,092

  	
   

  	
  90,895

  	
   

  
	
  AMERICAN STANDARD INC.

  	
   

  	
  0031203-073

  	
   

  	
  210,487

  	
   

  	
  161,875

  	
   

  
	
  AMERICAN STANDARD INC.

  	
   

  	
  0031203-074

  	
   

  	
  65,323

  	
   

  	
  50,493

  	
   

  
	
  AMERICAN STANDARD INC.

  	
   

  	
  0031203-075

  	
   

  	
  51,657

  	
   

  	
  39,200

  	
   

  
	
  AMERICAN STANDARD INC.

  	
   

  	
  0031203-076

  	
   

  	
  456,528

  	
   

  	
  346,500

  	
   

  
	
  AMERICAN STANDARD INC.

  	
   

  	
  0031203-077

  	
   

  	
  27,678

  	
   

  	
  5,005

  	
   

  
	
  AMERICAN STANDARD INC.

  	
   

  	
  0031203-078

  	
   

  	
  126,383

  	
   

  	
  94,500

  	
   

  
	
  AMERICAN STANDARD INC.

  	
   

  	
  0031203-079

  	
   

  	
  845,672

  	
   

  	
  684,424

  	
   

  
	
  AMERICAN STANDARD INC.

  	
   

  	
  0031203-080

  	
   

  	
  60,413

  	
   

  	
  9,672

  	
   

  
	
  AMERICAN STANDARD INC.

  	
   

  	
  0031203-081

  	
   

  	
  880,892

  	
   

  	
  686,834

  	
   

  
	
  AMERICAN STANDARD INC.

  	
   

  	
  0031203-082

  	
   

  	
  471,016

  	
   

  	
  323,750

  	
   

  
	
  AMERICAN STANDARD INC.

  	
   

  	
  0031203-105

  	
   

  	
  (4,771

  	
  )

  	
  1

  	
   

  



 


1

















 


	
  Customer Name

  	
   

  	
  Lease
  Schedule (IER)

  	
   

  	
  Adjusted
  NAV

  @ 4/30/04

  	
   

  	
  Booked
  Residual

  	
   

  
	
  AMERICAN STANDARD INC.

  	
   

  	
  0031203-452

  	
   

  	
  160,748

  	
   

  	
  161,000

  	
   

  
	
  ASSOCIATED HYGIENIC PRODUCTS

  	
   

  	
  0034085-101

  	
   

  	
  1,175,456

  	
   

  	
  —

  	
   

  
	
  ATOLL HOLDINGS LIMITED

  	
   

  	
  0037304-001

  	
   

  	
  2,219,793

  	
   

  	
  2,339,956

  	
   

  
	
  AUTOCAM CORPORATION

  	
   

  	
  1001811

  	
   

  	
  3,355,085

  	
   

  	
   

  	
   

  
	
  AVPRO, INC.

  	
   

  	
  1001911

  	
   

  	
  1,265,005

  	
   

  	
   

  	
   

  
	
  BELLEVUE JET PARTNERS LLC

  	
   

  	
  1002111

  	
   

  	
  3,399,200

  	
   

  	
   

  	
   

  
	
  BENDER SHIPBUILDING & REPAIR

  	
   

  	
  1002211

  	
   

  	
  11,844,419

  	
   

  	
   

  	
   

  
	
  BENDER SHIPBUILDING & REPAIR

  	
   

  	
  1002222

  	
   

  	
  2,814,085

  	
   

  	
   

  	
   

  
	
  BETHLEHEM STEEL CORP.

  	
   

  	
  0037515-001

  	
   

  	
  10,363,395

  	
   

  	
  3,843,000

  	
   

  
	
  BETTER MATERIALS CORPORATION

  	
   

  	
  0039182-001

  	
   

  	
  91,134

  	
   

  	
  —

  	
   

  
	
  BETTER MATERIALS CORPORATION

  	
   

  	
  0039182-002

  	
   

  	
  91,134

  	
   

  	
  —

  	
   

  
	
  BETTER MATERIALS CORPORATION

  	
   

  	
  0039182-003

  	
   

  	
  89,598

  	
   

  	
  —

  	
   

  
	
  BETTER MATERIALS CORPORATION

  	
   

  	
  0039182-004

  	
   

  	
  89,598

  	
   

  	
  —

  	
   

  
	
  BETTER MATERIALS CORPORATION

  	
   

  	
  0039182-005

  	
   

  	
  101,184

  	
   

  	
  —

  	
   

  
	
  BETTER MATERIALS CORPORATION

  	
   

  	
  0039182-006

  	
   

  	
  188,513

  	
   

  	
  —

  	
   

  
	
  BETTER MATERIALS CORPORATION

  	
   

  	
  0039182-007

  	
   

  	
  94,533

  	
   

  	
  —

  	
   

  
	
  BETTER MATERIALS CORPORATION

  	
   

  	
  0039182-008

  	
   

  	
  226,116

  	
   

  	
  —

  	
   

  
	
  BETTER MATERIALS CORPORATION

  	
   

  	
  0039182-009

  	
   

  	
  171,803

  	
   

  	
  —

  	
   

  
	
  BETTER MATERIALS CORPORATION

  	
   

  	
  0039182-010

  	
   

  	
  298,887

  	
   

  	
  —

  	
   

  
	
  BETTER MATERIALS CORPORATION

  	
   

  	
  0039182-011

  	
   

  	
  213,692

  	
   

  	
  —

  	
   

  
	
  BISON AIR CORPORATION

  	
   

  	
  0034942-001

  	
   

  	
  3,263,522

  	
   

  	
  2,950,000

  	
   

  
	
  BISON AIR CORPORATION

  	
   

  	
  0034942-002

  	
   

  	
  238,907

  	
   

  	
  190,000

  	
   

  
	
  BISON AIR CORPORATION

  	
   

  	
  0034942-003

  	
   

  	
  274,870

  	
   

  	
  203,572

  	
   

  
	
  BOEING COMPANY, THE

  	
   

  	
  0038060-001

  	
   

  	
  17,607,627

  	
   

  	
  14,977,270

  	
   

  
	
  BOEING COMPANY, THE

  	
   

  	
  0038060-002

  	
   

  	
  4,966,078

  	
   

  	
  4,150,725

  	
   

  
	
  BOEING COMPANY, THE

  	
   

  	
  0038360-001

  	
   

  	
  17,847,355

  	
   

  	
  14,977,270

  	
   

  
	
  BOEING COMPANY, THE

  	
   

  	
  0038360-002

  	
   

  	
  4,771,328

  	
   

  	
  3,949,286

  	
   

  
	
  BOEING COMPANY, THE

  	
   

  	
  0043675-001

  	
   

  	
  24,786,787

  	
   

  	
  17,766,154

  	
   

  
	
  BONHAM C-P-D-J-E, INC.

  	
   

  	
  0040296-001

  	
   

  	
  443,200

  	
   

  	
  443,200

  	
   

  
	
  BRASPETRO OIL SERVICES CO.

  	
   

  	
  1011211

  	
   

  	
  28,906,721

  	
   

  	
   

  	
   

  
	
  BRASPETRO OIL SERVICES CO.

  	
   

  	
  0035659-001

  	
   

  	
  37,220,178

  	
   

  	
  27,869,410

  	
   

  
	
  BRASPETRO OIL SERVICES CO.

  	
   

  	
  0035659-002

  	
   

  	
  9,585,502

  	
   

  	
  7,473,133

  	
   

  
	
  BUCYRUS INTERNATIONAL, INC.

  	
   

  	
  0033729-001

  	
   

  	
  512,063

  	
   

  	
  284,270

  	
   

  
	
  BUCYRUS INTERNATIONAL, INC.

  	
   

  	
  0039940-001

  	
   

  	
  7,351,321

  	
   

  	
  —

  	
   

  
	
  CAE USA, INC.

  	
   

  	
  0032678-001

  	
   

  	
  4,009,118

  	
   

  	
  3,220,000

  	
   

  
	
  CAMROSE PIPE CORPORATION

  	
   

  	
  0043143-001

  	
   

  	
  11,548,120

  	
   

  	
  4,133,704

  	
   

  
	
  CENTROBE, INC.

  	
   

  	
  0033929-104

  	
   

  	
  10,323

  	
   

  	
  —

  	
   

  
	
  CERIDIAN INC.

  	
   

  	
  0034485-003

  	
   

  	
  10,309,698

  	
   

  	
  9,195,240

  	
   

  
	
  CHI AVIATION

  	
   

  	
  0042401-001

  	
   

  	
  5,695,107

  	
   

  	
  4,950,514

  	
   

  
	
  CHIQUITA PROCESSED FOODS, LLC

  	
   

  	
  0034141-001

  	
   

  	
  34,026

  	
   

  	
  7,000

  	
   

  
	
  CHIQUITA PROCESSED FOODS, LLC

  	
   

  	
  0034141-002

  	
   

  	
  116,148

  	
   

  	
  116,667

  	
   

  
	
  CHIQUITA PROCESSED FOODS, LLC

  	
   

  	
  0034141-102

  	
   

  	
  116,148

  	
   

  	
  116,667

  	
   

  
	
  CHIQUITA PROCESSED FOODS, LLC

  	
   

  	
  0034141-202

  	
   

  	
  116,148

  	
   

  	
  116,667

  	
   

  
	
  CITATION CORPORATION

  	
   

  	
  1002811

  	
   

  	
  4,778,197

  	
   

  	
   

  	
   

  
	
  COASTAL TOWING, INC.

  	
   

  	
  1002913

  	
   

  	
  1,723,775

  	
   

  	
   

  	
   

  
	
  COASTAL TOWING, INC.

  	
   

  	
  1002914

  	
   

  	
  5,067,109

  	
   

  	
   

  	
   

  
	
  COASTAL TOWING, INC.

  	
   

  	
  1002915

  	
   

  	
  643,131

  	
   

  	
   

  	
   

  
	
  COASTAL TOWING, INC.

  	
   

  	
  1002916

  	
   

  	
  1,507,506

  	
   

  	
   

  	
   

  
	
  COLEMAN CABLE ACQUISITION, INC

  	
   

  	
  1003011

  	
   

  	
  6,862,806

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CONSOLIDATED CONTAINER CO.

  	
   

  	
  0033985-001

  	
   

  	
  3,922,418

  	
   

  	
  —

  	
   

  
	
  CONTAINER APPLICATION INTL,INC

  	
   

  	
  0032631-001

  	
   

  	
  859,951

  	
   

  	
  627,162

  	
   

  
	
  CONTAINER APPLICATION INTL,INC

  	
   

  	
  0032631-002

  	
   

  	
  862,772

  	
   

  	
  580,309

  	
   

  
	
  CONTAINER APPLICATION INTL,INC

  	
   

  	
  0032631-003

  	
   

  	
  829,605

  	
   

  	
  451,699

  	
   

  
	
  CONTAINER APPLICATION INTL,INC

  	
   

  	
  0032631-004

  	
   

  	
  209,754

  	
   

  	
  115,367

  	
   

  
	
  CONTAINER APPLICATION INTL,INC

  	
   

  	
  0032631-005

  	
   

  	
  3,698,450

  	
   

  	
  1,351,216

  	
   

  
	
  CONTAINER APPLICATION INTL,INC

  	
   

  	
  0032631-006

  	
   

  	
  1,938,869

  	
   

  	
  683,377

  	
   

  
	
  CORPORATE JETS, INC.

  	
   

  	
  0037360-001

  	
   

  	
  583,174

  	
   

  	
  350,000

  	
   

  
	
  CORPORATE JETS, INC.

  	
   

  	
  0037360-002

  	
   

  	
  583,174

  	
   

  	
  350,000

  	
   

  
	
  CORPORATE JETS, INC.

  	
   

  	
  0037360-003

  	
   

  	
  1,104,828

  	
   

  	
  715,000

  	
   

  
	
  CORPORATE JETS, INC.

  	
   

  	
  0037360-004

  	
   

  	
  3,143,314

  	
   

  	
  1,811,143

  	
   

  
	
  CORPORATE JETS, INC.

  	
   

  	
  0037360-005

  	
   

  	
  538,683

  	
   

  	
  323,750

  	
   

  
	
  CORPORATE JETS, INC.

  	
   

  	
  0037360-006

  	
   

  	
  1,062,234

  	
   

  	
  687,500

  	
   

  
	
  CORPORATE JETS, INC.

  	
   

  	
  0037360-007

  	
   

  	
  2,608,414

  	
   

  	
  1,665,400

  	
   

  
	
  CORPORATE JETS, INC.

  	
   

  	
  0037360-008

  	
   

  	
  2,713,157

  	
   

  	
  1,711,446

  	
   

  
	
  CREATIVE GOLF MANAGEMENT, INC.

  	
   

  	
  0037893-001

  	
   

  	
  459,887

  	
   

  	
  407,750

  	
   

  
	
  CREDENCE CAPITAL CORPORATION

  	
   

  	
  1003311

  	
   

  	
  627,201

  	
   

  	
   

  	
   

  
	
  CREDENCE CAPITAL CORPORATION

  	
   

  	
  1003312

  	
   

  	
  603,365

  	
   

  	
   

  	
   

  
	
  CREDENCE CAPITAL CORPORATION

  	
   

  	
  1003313

  	
   

  	
  577,193

  	
   

  	
   

  	
   

  
	
  CRONOS CONTAINER

  	
   

  	
  0032591-001

  	
   

  	
  1,358,741

  	
   

  	
  1,072,614

  	
   

  
	
  CRONOS CONTAINER

  	
   

  	
  0032591-005

  	
   

  	
  496,114

  	
   

  	
  280,325

  	
   

  



 


2

















 


	
  Customer Name

  	
   

  	
  Lease
  Schedule (IER)

  	
   

  	
  Adjusted
  NAV

  @ 4/30/04

  	
   

  	
  Booked
  Residual

  	
   

  
	
  CRONOS CONTAINER

  	
   

  	
  0032591-006

  	
   

  	
  468,944

  	
   

  	
  295,417

  	
   

  
	
  CRONOS CONTAINER

  	
   

  	
  0032591-007

  	
   

  	
  1,658,910

  	
   

  	
  1,134,231

  	
   

  
	
  CRONOS CONTAINER

  	
   

  	
  0032591-008

  	
   

  	
  794,610

  	
   

  	
  507,259

  	
   

  
	
  CRONOS CONTAINER

  	
   

  	
  0032591-009

  	
   

  	
  1,753,070

  	
   

  	
  891,470

  	
   

  
	
  CRONOS CONTAINER

  	
   

  	
  0032591-010

  	
   

  	
  2,072,395

  	
   

  	
  1,078,528

  	
   

  
	
  CRONOS CONTAINER

  	
   

  	
  0032591-011

  	
   

  	
  1,055,752

  	
   

  	
  671,617

  	
   

  
	
  CRONOS CONTAINER

  	
   

  	
  0032591-012

  	
   

  	
  2,936,301

  	
   

  	
  1,863,905

  	
   

  
	
  CRONOS CONTAINER

  	
   

  	
  0032591-013

  	
   

  	
  528,849

  	
   

  	
  267,998

  	
   

  
	
  CRONOS CONTAINER

  	
   

  	
  0032591-014

  	
   

  	
  423,921

  	
   

  	
  214,825

  	
   

  
	
  CSU TRANSPORT INC.

  	
   

  	
  1011711

  	
   

  	
  118,144

  	
   

  	
   

  	
   

  
	
  CSU TRANSPORT INC.

  	
   

  	
  0039171-001

  	
   

  	
  16,332

  	
   

  	
  —

  	
   

  
	
  CSU TRANSPORT INC.

  	
   

  	
  0039171-002

  	
   

  	
  19,851

  	
   

  	
  —

  	
   

  
	
  CSU TRANSPORT INC.

  	
   

  	
  0039171-003

  	
   

  	
  142,584

  	
   

  	
  —

  	
   

  
	
  CSU TRANSPORT INC.

  	
   

  	
  0039171-004

  	
   

  	
  32,194

  	
   

  	
  —

  	
   

  
	
  CSU TRANSPORT INC.

  	
   

  	
  0039171-005

  	
   

  	
  4,194

  	
   

  	
  —

  	
   

  
	
  CSU TRANSPORT INC.

  	
   

  	
  0039171-006

  	
   

  	
  66,059

  	
   

  	
  —

  	
   

  
	
  CSU TRANSPORT INC.

  	
   

  	
  0039171-007

  	
   

  	
  79,764

  	
   

  	
  —

  	
   

  
	
  CSU TRANSPORT INC.

  	
   

  	
  0039171-008

  	
   

  	
  46,062

  	
   

  	
  —

  	
   

  
	
  CSU TRANSPORT INC.

  	
   

  	
  0039171-009

  	
   

  	
  74,108

  	
   

  	
  —

  	
   

  
	
  CSU TRANSPORT INC.

  	
   

  	
  0039171-010

  	
   

  	
  69,726

  	
   

  	
  —

  	
   

  
	
  CSU TRANSPORT INC.

  	
   

  	
  0039171-011

  	
   

  	
  17,214

  	
   

  	
  —

  	
   

  
	
  CSU TRANSPORT INC.

  	
   

  	
  0039171-012

  	
   

  	
  9,927

  	
   

  	
  —

  	
   

  
	
  CSU TRANSPORT INC.

  	
   

  	
  0039171-014

  	
   

  	
  9,926

  	
   

  	
  —

  	
   

  
	
  CSU TRANSPORT INC.

  	
   

  	
  0039171-015

  	
   

  	
  80,232

  	
   

  	
  —

  	
   

  
	
  CSU TRANSPORT INC.

  	
   

  	
  0039171-018

  	
   

  	
  4,964

  	
   

  	
  —

  	
   

  
	
  CSU TRANSPORT INC.

  	
   

  	
  0039171-019

  	
   

  	
  19,855

  	
   

  	
  —

  	
   

  
	
  CSU TRANSPORT INC.

  	
   

  	
  0039171-021

  	
   

  	
  87,016

  	
   

  	
  —

  	
   

  
	
  CSU TRANSPORT INC.

  	
   

  	
  0039171-024

  	
   

  	
  67,748

  	
   

  	
  —

  	
   

  
	
  CSU TRANSPORT INC.

  	
   

  	
  0039171-025

  	
   

  	
  16,444

  	
   

  	
  —

  	
   

  
	
  CSU TRANSPORT INC.

  	
   

  	
  0039171-026

  	
   

  	
  8,010

  	
   

  	
  —

  	
   

  
	
  DALLAS AIRMOTIVE, INC

  	
   

  	
  0033907-001

  	
   

  	
  3,343,524

  	
   

  	
  2,776,043

  	
   

  
	
  DAN RIVER, INC.

  	
   

  	
  0034752-001

  	
   

  	
  1,160,554

  	
   

  	
  995,904

  	
   

  
	
  DAN RIVER, INC.

  	
   

  	
  0034752-002

  	
   

  	
  653,605

  	
   

  	
  534,911

  	
   

  
	
  DAN RIVER, INC.

  	
   

  	
  0034752-003

  	
   

  	
  1,140,754

  	
   

  	
  933,660

  	
   

  
	
  DAN RIVER, INC.

  	
   

  	
  0034752-004

  	
   

  	
  66,851

  	
   

  	
  45,838

  	
   

  
	
  DAN RIVER, INC.

  	
   

  	
  0034752-005

  	
   

  	
  132,986

  	
   

  	
  104,975

  	
   

  
	
  DAN RIVER, INC.

  	
   

  	
  0034752-006

  	
   

  	
  396,888

  	
   

  	
  313,300

  	
   

  
	
  DAN RIVER, INC.

  	
   

  	
  0034752-007

  	
   

  	
  382,092

  	
   

  	
  301,860

  	
   

  
	
  DAN RIVER, INC.

  	
   

  	
  0034752-008

  	
   

  	
  263,512

  	
   

  	
  201,240

  	
   

  
	
  DAN RIVER, INC.

  	
   

  	
  0034918-001

  	
   

  	
  4,030,860

  	
   

  	
  3,835,250

  	
   

  
	
  DAYCO PRODUCTS, INC.

  	
   

  	
  1003511

  	
   

  	
  10,987,131

  	
   

  	
   

  	
   

  
	
  DEL MONTE FOODS CORP

  	
   

  	
  0034096-001

  	
   

  	
  42,092

  	
   

  	
  42,092

  	
   

  
	
  DEL MONTE FOODS CORP

  	
   

  	
  0034096-002

  	
   

  	
  22,081

  	
   

  	
  11,486

  	
   

  
	
  DEL MONTE FOODS CORP

  	
   

  	
  0034096-003

  	
   

  	
  8,056

  	
   

  	
  3,560

  	
   

  
	
  DEL MONTE FOODS CORP

  	
   

  	
  0034096-004

  	
   

  	
  54,183

  	
   

  	
  39,378

  	
   

  
	
  DEL MONTE FOODS CORP

  	
   

  	
  0034096-006

  	
   

  	
  30,789

  	
   

  	
  16,700

  	
   

  
	
  DEL MONTE FOODS CORP

  	
   

  	
  0034096-008

  	
   

  	
  11,920

  	
   

  	
  9

  	
   

  
	
  DEL MONTE FOODS CORP

  	
   

  	
  0034096-009

  	
   

  	
  63,287

  	
   

  	
  17,467

  	
   

  
	
  DEL MONTE FOODS CORP

  	
   

  	
  0034096-011

  	
   

  	
  9,422

  	
   

  	
  1,777

  	
   

  
	
  DEL MONTE FOODS CORP

  	
   

  	
  0034096-012

  	
   

  	
  45,837

  	
   

  	
  38,619

  	
   

  
	
  DEL MONTE FOODS CORP

  	
   

  	
  0034096-013

  	
   

  	
  50,195

  	
   

  	
  38,368

  	
   

  
	
  DEL MONTE FOODS CORP

  	
   

  	
  0034096-014

  	
   

  	
  92,615

  	
   

  	
  52,522

  	
   

  
	
  DEL MONTE FOODS CORP

  	
   

  	
  0034096-015

  	
   

  	
  83,561

  	
   

  	
  47,387

  	
   

  
	
  DEL MONTE FOODS CORP

  	
   

  	
  0034096-016

  	
   

  	
  60,316

  	
   

  	
  21,352

  	
   

  
	
  DEL MONTE FOODS CORP

  	
   

  	
  0034096-017

  	
   

  	
  32,845

  	
   

  	
  8,754

  	
   

  
	
  DELTA AIRLINES

  	
   

  	
  0043408-001

  	
   

  	
  14,854

  	
   

  	
  2,900

  	
   

  
	
  DELTA AIRLINES

  	
   

  	
  0043408-002

  	
   

  	
  153,176

  	
   

  	
  54,092

  	
   

  
	
  DELTA AIRLINES

  	
   

  	
  0043408-003

  	
   

  	
  439,423

  	
   

  	
  144,066

  	
   

  
	
  DELTA AIRLINES

  	
   

  	
  0043408-004

  	
   

  	
  72,556

  	
   

  	
  21,371

  	
   

  
	
  DELTA AIRLINES

  	
   

  	
  0043408-005

  	
   

  	
  33,265

  	
   

  	
  5,956

  	
   

  
	
  DELTA AIRLINES

  	
   

  	
  0043408-006

  	
   

  	
  83,808

  	
   

  	
  14,807

  	
   

  
	
  DELTA AIRLINES

  	
   

  	
  0043408-007

  	
   

  	
  138,623

  	
   

  	
  23,318

  	
   

  
	
  DELTA AIRLINES

  	
   

  	
  0043408-008

  	
   

  	
  189,791

  	
   

  	
  32,065

  	
   

  
	
  DELTA AIRLINES

  	
   

  	
  0043408-009

  	
   

  	
  1,064,383

  	
   

  	
  170,831

  	
   

  
	
  DELTA AIRLINES

  	
   

  	
  0043408-010

  	
   

  	
  79,241

  	
   

  	
  12,759

  	
   

  
	
  DELTA AIRLINES

  	
   

  	
  0043408-011

  	
   

  	
  127,098

  	
   

  	
  27,092

  	
   

  
	
  DELTA AIRLINES

  	
   

  	
  0043408-012

  	
   

  	
  236,772

  	
   

  	
  49,182

  	
   

  
	
  DELTA AIRLINES

  	
   

  	
  0043408-013

  	
   

  	
  52,787

  	
   

  	
  10,895

  	
   

  
	
  DELTA AIRLINES

  	
   

  	
  0043408-014

  	
   

  	
  237,683

  	
   

  	
  48,020

  	
   

  
	
  DELTA AIRLINES

  	
   

  	
  0043408-015

  	
   

  	
  55,071

  	
   

  	
  10,942

  	
   

  
	
  DELTA AIRLINES

  	
   

  	
  0043408-016

  	
   

  	
  44,414

  	
   

  	
  8,677

  	
   

  
	
  DELTA AIRLINES

  	
   

  	
  0043408-017

  	
   

  	
  11,209

  	
   

  	
  840

  	
   

  



 


3

















 


	
  Customer Name

  	
   

  	
  Lease
  Schedule (IER)

  	
   

  	
  Adjusted
  NAV

  @ 4/30/04

  	
   

  	
  Booked
  Residual

  	
   

  
	
  DELTA AIRLINES

  	
   

  	
  0043408-018

  	
   

  	
  199,168

  	
   

  	
  25,193

  	
   

  
	
  DELTA AIRLINES

  	
   

  	
  0043408-019

  	
   

  	
  25,534

  	
   

  	
  4,572

  	
   

  
	
  DELTA AIRLINES

  	
   

  	
  0043408-020

  	
   

  	
  50,916

  	
   

  	
  8,172

  	
   

  
	
  DELTA AIRLINES

  	
   

  	
  0043408-021

  	
   

  	
  19,457

  	
   

  	
  3,133

  	
   

  
	
  DELTA AIRLINES

  	
   

  	
  0043408-022

  	
   

  	
  14,824

  	
   

  	
  2,367

  	
   

  
	
  DELTA AIRLINES

  	
   

  	
  0043408-023

  	
   

  	
  25,219

  	
   

  	
  3,803

  	
   

  
	
  DELTA AIRLINES

  	
   

  	
  0043408-024

  	
   

  	
  3,594

  	
   

  	
  261

  	
   

  
	
  DELTA AIRLINES

  	
   

  	
  0043408-025

  	
   

  	
  5,025

  	
   

  	
  359

  	
   

  
	
  DELTA AIRLINES

  	
   

  	
  0043408-026

  	
   

  	
  28,742

  	
   

  	
  5,807

  	
   

  
	
  DELTA AIRLINES

  	
   

  	
  0043408-027

  	
   

  	
  59,912

  	
   

  	
  10,123

  	
   

  
	
  DELTA AIRLINES

  	
   

  	
  0043408-028

  	
   

  	
  55,648

  	
   

  	
  8,931

  	
   

  
	
  DELTA AIRLINES

  	
   

  	
  0043408-029

  	
   

  	
  18,056

  	
   

  	
  2,896

  	
   

  
	
  DELTA AIRLINES

  	
   

  	
  0043408-030

  	
   

  	
  17,724

  	
   

  	
  2,981

  	
   

  
	
  DELTA AIRLINES

  	
   

  	
  0043408-031

  	
   

  	
  50,916

  	
   

  	
  8,172

  	
   

  
	
  DELTA AIRLINES

  	
   

  	
  0043408-032

  	
   

  	
  11,595

  	
   

  	
  2,263

  	
   

  
	
  DELTA AIRLINES

  	
   

  	
  0043408-033

  	
   

  	
  108,033

  	
   

  	
  17,339

  	
   

  
	
  DELTA AIRLINES

  	
   

  	
  0043408-034

  	
   

  	
  29,204

  	
   

  	
  4,663

  	
   

  
	
  DELTA AIRLINES

  	
   

  	
  0043408-035

  	
   

  	
  30,964

  	
   

  	
  6,152

  	
   

  
	
  DELTA AIRLINES

  	
   

  	
  0043408-036

  	
   

  	
  8,211

  	
   

  	
  606

  	
   

  
	
  DELTA AIRLINES

  	
   

  	
  0043408-037

  	
   

  	
  118,677

  	
   

  	
  13,030

  	
   

  
	
  DELTA AIRLINES

  	
   

  	
  0043408-038

  	
   

  	
  15,020

  	
   

  	
  2,900

  	
   

  
	
  DELTA AIRLINES

  	
   

  	
  0043408-039

  	
   

  	
  102,124

  	
   

  	
  20,291

  	
   

  
	
  DELTA AIRLINES

  	
   

  	
  0043408-040

  	
   

  	
  60,081

  	
   

  	
  11,600

  	
   

  
	
  DELTA AIRLINES

  	
   

  	
  0043408-041

  	
   

  	
  62,430

  	
   

  	
  11,629

  	
   

  
	
  DELTA AIRLINES

  	
   

  	
  0043408-042

  	
   

  	
  42,494

  	
   

  	
  7,508

  	
   

  
	
  DELTA AIRLINES

  	
   

  	
  0043408-043

  	
   

  	
  29,178

  	
   

  	
  5,797

  	
   

  
	
  DELTA AIRLINES

  	
   

  	
  0043408-044

  	
   

  	
  16,762

  	
   

  	
  2,961

  	
   

  
	
  DELTA AIRLINES

  	
   

  	
  0043408-045

  	
   

  	
  40,681

  	
   

  	
  6,862

  	
   

  
	
  DELTA AIRLINES

  	
   

  	
  0043408-046

  	
   

  	
  42,804

  	
   

  	
  6,860

  	
   

  
	
  DELTA AIRLINES

  	
   

  	
  0043408-047

  	
   

  	
  64,122

  	
   

  	
  10,286

  	
   

  
	
  DELTA AIRLINES

  	
   

  	
  0043408-048

  	
   

  	
  70,387

  	
   

  	
  10,557

  	
   

  
	
  DELTA AIRLINES

  	
   

  	
  0043408-049

  	
   

  	
  46,923

  	
   

  	
  9,480

  	
   

  
	
  DELTA AIRLINES

  	
   

  	
  0043408-050

  	
   

  	
  10,182

  	
   

  	
  861

  	
   

  
	
  DELTA AIRLINES

  	
   

  	
  0043408-051

  	
   

  	
  10,404

  	
   

  	
  868

  	
   

  
	
  DELTA AIRLINES

  	
   

  	
  0043408-052

  	
   

  	
  10,564

  	
   

  	
  869

  	
   

  
	
  DELTA AIRLINES

  	
   

  	
  0043408-053

  	
   

  	
  21,761

  	
   

  	
  1,740

  	
   

  
	
  DELTA AIRLINES

  	
   

  	
  0043408-054

  	
   

  	
  375,186

  	
   

  	
  48,277

  	
   

  
	
  DELTA AIRLINES

  	
   

  	
  0043408-055

  	
   

  	
  189,084

  	
   

  	
  24,320

  	
   

  
	
  DELTA AIRLINES

  	
   

  	
  0043408-056

  	
   

  	
  18,523

  	
   

  	
  2,973

  	
   

  
	
  DELTA AIRLINES

  	
   

  	
  0043408-057

  	
   

  	
  28,742

  	
   

  	
  5,807

  	
   

  
	
  DELTA AIRLINES

  	
   

  	
  0043408-058

  	
   

  	
  54,341

  	
   

  	
  9,141

  	
   

  
	
  DELTA AIRLINES

  	
   

  	
  0043408-059

  	
   

  	
  59,912

  	
   

  	
  10,123

  	
   

  
	
  DELTA AIRLINES

  	
   

  	
  0043408-060

  	
   

  	
  30,167

  	
   

  	
  4,842

  	
   

  
	
  DELTA AIRLINES

  	
   

  	
  0043408-061

  	
   

  	
  33,150

  	
   

  	
  6,476

  	
   

  
	
  DELTA AIRLINES

  	
   

  	
  0043408-062

  	
   

  	
  27,856

  	
   

  	
  5,786

  	
   

  
	
  DELTA AIRLINES

  	
   

  	
  0043408-063

  	
   

  	
  54,810

  	
   

  	
  16,144

  	
   

  
	
  DELTA AIRLINES

  	
   

  	
  0043408-064

  	
   

  	
  59,912

  	
   

  	
  10,123

  	
   

  
	
  DELTA AIRLINES

  	
   

  	
  0043408-065

  	
   

  	
  74,092

  	
   

  	
  11,892

  	
   

  
	
  DELTA AIRLINES

  	
   

  	
  0043408-066

  	
   

  	
  33,565

  	
   

  	
  5,404

  	
   

  
	
  DELTA AIRLINES

  	
   

  	
  0043408-067

  	
   

  	
  58,357

  	
   

  	
  11,595

  	
   

  
	
  DELTA AIRLINES

  	
   

  	
  0043408-068

  	
   

  	
  27,305

  	
   

  	
  5,945

  	
   

  
	
  DELTA AIRLINES

  	
   

  	
  0043408-069

  	
   

  	
  16,785

  	
   

  	
  2,966

  	
   

  
	
  DELTA AIRLINES

  	
   

  	
  0043408-070

  	
   

  	
  18,195

  	
   

  	
  3,513

  	
   

  
	
  DELTA AIRLINES

  	
   

  	
  0043408-071

  	
   

  	
  95,677

  	
   

  	
  16,166

  	
   

  
	
  DELTA AIRLINES

  	
   

  	
  0043408-072

  	
   

  	
  79,352

  	
   

  	
  12,736

  	
   

  
	
  DELTA AIRLINES

  	
   

  	
  0043408-073

  	
   

  	
  49,296

  	
   

  	
  7,937

  	
   

  
	
  DELTA AIRLINES

  	
   

  	
  0043408-074

  	
   

  	
  136,115

  	
   

  	
  21,733

  	
   

  
	
  DELTA AIRLINES

  	
   

  	
  0043408-075

  	
   

  	
  64,402

  	
   

  	
  12,796

  	
   

  
	
  DELTA AIRLINES

  	
   

  	
  0043408-076

  	
   

  	
  65,354

  	
   

  	
  12,767

  	
   

  
	
  DELTA AIRLINES

  	
   

  	
  0043408-077

  	
   

  	
  33,152

  	
   

  	
  6,401

  	
   

  
	
  DELTA AIRLINES

  	
   

  	
  0043408-078

  	
   

  	
  59,912

  	
   

  	
  10,123

  	
   

  
	
  DELTA AIRLINES

  	
   

  	
  0043408-079

  	
   

  	
  58,357

  	
   

  	
  11,595

  	
   

  
	
  DELTA AIRLINES

  	
   

  	
  0043408-080

  	
   

  	
  25,534

  	
   

  	
  4,572

  	
   

  
	
  DELTA AIRLINES

  	
   

  	
  0043408-081

  	
   

  	
  30,040

  	
   

  	
  5,800

  	
   

  
	
  DELTA AIRLINES

  	
   

  	
  0043408-082

  	
   

  	
  13,052

  	
   

  	
  2,195

  	
   

  
	
  DELTA AIRLINES

  	
   

  	
  0043408-083

  	
   

  	
  2,575

  	
   

  	
  199

  	
   

  
	
  DELTA AIRLINES

  	
   

  	
  0043408-084

  	
   

  	
  59,912

  	
   

  	
  10,123

  	
   

  
	
  DELTA AIRLINES

  	
   

  	
  0043408-085

  	
   

  	
  38,914

  	
   

  	
  6,266

  	
   

  
	
  DELTA AIRLINES

  	
   

  	
  0043408-086

  	
   

  	
  50,788

  	
   

  	
  15,247

  	
   

  
	
  DELTA AIRLINES

  	
   

  	
  0043408-087

  	
   

  	
  18,773

  	
   

  	
  2,107

  	
   

  
	
  DELTA AIRLINES

  	
   

  	
  0043408-088

  	
   

  	
  59,912

  	
   

  	
  10,123

  	
   

  
	
  DELTA AIRLINES

  	
   

  	
  0043408-089

  	
   

  	
  16,294

  	
   

  	
  2,973

  	
   

  



 


4

















 


	
  Customer Name

  	
   

  	
  Lease
  Schedule (IER)

  	
   

  	
  Adjusted
  NAV

  @ 4/30/04

  	
   

  	
  Booked
  Residual

  	
   

  
	
  DELTA AIRLINES

  	
   

  	
  0043408-090

  	
   

  	
  59,912

  	
   

  	
  10,123

  	
   

  
	
  DESOTO JORDAN

  	
   

  	
  0040241-001

  	
   

  	
  521,613

  	
   

  	
  423,500

  	
   

  
	
  DOANE PET CARE COMPANY

  	
   

  	
  1003711

  	
   

  	
  2,271,566

  	
   

  	
   

  	
   

  
	
  DOANE PET CARE COMPANY

  	
   

  	
  1003712

  	
   

  	
  2,406,179

  	
   

  	
   

  	
   

  
	
  DOANE PET CARE COMPANY

  	
   

  	
  0034982-001

  	
   

  	
  416,703

  	
   

  	
  231,533

  	
   

  
	
  DOANE PET CARE COMPANY

  	
   

  	
  0034982-002

  	
   

  	
  406,553

  	
   

  	
  225,173

  	
   

  
	
  DOANE PET CARE COMPANY

  	
   

  	
  0034982-003

  	
   

  	
  181,854

  	
   

  	
  101,082

  	
   

  
	
  DOANE PET CARE COMPANY

  	
   

  	
  0034982-004

  	
   

  	
  153,747

  	
   

  	
  85,464

  	
   

  
	
  DOANE PET CARE COMPANY

  	
   

  	
  0034982-005

  	
   

  	
  520,510

  	
   

  	
  288,197

  	
   

  
	
  DOANE PET CARE COMPANY

  	
   

  	
  0034982-006

  	
   

  	
  280,390

  	
   

  	
  153,783

  	
   

  
	
  DOANE PET CARE COMPANY

  	
   

  	
  0034982-007

  	
   

  	
  126,900

  	
   

  	
  69,506

  	
   

  
	
  DOANE PET CARE COMPANY

  	
   

  	
  0034982-008

  	
   

  	
  101,217

  	
   

  	
  54,726

  	
   

  
	
  DOANE PET CARE COMPANY

  	
   

  	
  0034982-009

  	
   

  	
  246,121

  	
   

  	
  132,617

  	
   

  
	
  DOANE PET CARE COMPANY

  	
   

  	
  0034982-010

  	
   

  	
  134,924

  	
   

  	
  71,604

  	
   

  
	
  DOANE PET CARE COMPANY

  	
   

  	
  0034982-011

  	
   

  	
  102,528

  	
   

  	
  54,318

  	
   

  
	
  DOANE PET CARE COMPANY

  	
   

  	
  0034982-012

  	
   

  	
  4,179

  	
   

  	
  2,882

  	
   

  
	
  DOANE PET CARE COMPANY

  	
   

  	
  0034982-013

  	
   

  	
  3,444

  	
   

  	
  2,375

  	
   

  
	
  DOANE PET CARE COMPANY

  	
   

  	
  0034982-014

  	
   

  	
  8,159

  	
   

  	
  5,628

  	
   

  
	
  DOANE PET CARE COMPANY

  	
   

  	
  0034982-015

  	
   

  	
  3,407

  	
   

  	
  2,351

  	
   

  
	
  DOANE PET CARE COMPANY

  	
   

  	
  0034982-016

  	
   

  	
  8,387

  	
   

  	
  5,785

  	
   

  
	
  DOANE PET CARE COMPANY

  	
   

  	
  0034982-017

  	
   

  	
  5,922

  	
   

  	
  4,085

  	
   

  
	
  DOANE PET CARE COMPANY

  	
   

  	
  0034982-018

  	
   

  	
  4,110

  	
   

  	
  2,835

  	
   

  
	
  DOANE PET CARE COMPANY

  	
   

  	
  0034982-019

  	
   

  	
  3,974

  	
   

  	
  2,741

  	
   

  
	
  DOANE PET CARE COMPANY

  	
   

  	
  0034982-020

  	
   

  	
  11,820

  	
   

  	
  8,153

  	
   

  
	
  DOANE PET CARE COMPANY

  	
   

  	
  0034982-021

  	
   

  	
  4,119

  	
   

  	
  2,841

  	
   

  
	
  DOANE PET CARE COMPANY

  	
   

  	
  0034982-022

  	
   

  	
  11,811

  	
   

  	
  8,147

  	
   

  
	
  DOANE PET CARE COMPANY

  	
   

  	
  0034982-023

  	
   

  	
  491,965

  	
   

  	
  252,283

  	
   

  
	
  DOANE PET CARE COMPANY

  	
   

  	
  0034982-024

  	
   

  	
  8,751

  	
   

  	
  5,225

  	
   

  
	
  DOANE PET CARE COMPANY

  	
   

  	
  0034982-025

  	
   

  	
  80,656

  	
   

  	
  41,629

  	
   

  
	
  DOANE PET CARE COMPANY

  	
   

  	
  0034982-102

  	
   

  	
  296,813

  	
   

  	
  157,341

  	
   

  
	
  EDWARDS BAKING COMPANY

  	
   

  	
  0033752-003

  	
   

  	
  23,847

  	
   

  	
  18,491

  	
   

  
	
  EDWARDS BAKING COMPANY

  	
   

  	
  0033752-005

  	
   

  	
  284,783

  	
   

  	
  220,825

  	
   

  
	
  EDWARDS BAKING COMPANY

  	
   

  	
  0033752-006

  	
   

  	
  316,195

  	
   

  	
  245,182

  	
   

  
	
  EDWARDS BAKING COMPANY

  	
   

  	
  0033752-007

  	
   

  	
  21,514

  	
   

  	
  16,682

  	
   

  
	
  EMBRY-RIDDLE AERONAUTICAL

  	
   

  	
  0035407-001

  	
   

  	
  125,816

  	
   

  	
  111,932

  	
   

  
	
  EMBRY-RIDDLE AERONAUTICAL

  	
   

  	
  0035407-003

  	
   

  	
  41,625

  	
   

  	
  41,237

  	
   

  
	
  EMBRY-RIDDLE AERONAUTICAL

  	
   

  	
  0035407-006

  	
   

  	
  721,474

  	
   

  	
  723,856

  	
   

  
	
  EMBRY-RIDDLE AERONAUTICAL

  	
   

  	
  0035407-009

  	
   

  	
  46,718

  	
   

  	
  44,992

  	
   

  
	
  EMBRY-RIDDLE AERONAUTICAL

  	
   

  	
  0035407-012

  	
   

  	
  178,444

  	
   

  	
  225,987

  	
   

  
	
  EMBRY-RIDDLE AERONAUTICAL

  	
   

  	
  0035407-013

  	
   

  	
  43,513

  	
   

  	
  44,980

  	
   

  
	
  EMBRY-RIDDLE AERONAUTICAL

  	
   

  	
  0035407-014

  	
   

  	
  350,801

  	
   

  	
  362,158

  	
   

  
	
  EMBRY-RIDDLE AERONAUTICAL

  	
   

  	
  0035407-015

  	
   

  	
  180,683

  	
   

  	
  127,630

  	
   

  
	
  EMBRY-RIDDLE AERONAUTICAL

  	
   

  	
  0035407-016

  	
   

  	
  255,288

  	
   

  	
  243,083

  	
   

  
	
  EMBRY-RIDDLE AERONAUTICAL

  	
   

  	
  0035407-017

  	
   

  	
  180,421

  	
   

  	
  171,043

  	
   

  
	
  EMBRY-RIDDLE AERONAUTICAL

  	
   

  	
  0035407-018

  	
   

  	
  553,245

  	
   

  	
  513,130

  	
   

  
	
  EMBRY-RIDDLE AERONAUTICAL

  	
   

  	
  0035407-019

  	
   

  	
  351,499

  	
   

  	
  235,875

  	
   

  
	
  EMBRY-RIDDLE AERONAUTICAL

  	
   

  	
  0035407-020

  	
   

  	
  856,833

  	
   

  	
  631,748

  	
   

  
	
  EMBRY-RIDDLE AERONAUTICAL

  	
   

  	
  0035407-021

  	
   

  	
  108,209

  	
   

  	
  78,968

  	
   

  
	
  EMBRY-RIDDLE AERONAUTICAL

  	
   

  	
  0035407-022

  	
   

  	
  432,938

  	
   

  	
  315,874

  	
   

  
	
  EMBRY-RIDDLE AERONAUTICAL

  	
   

  	
  0035407-023

  	
   

  	
  757,642

  	
   

  	
  552,779

  	
   

  
	
  EMBRY-RIDDLE AERONAUTICAL

  	
   

  	
  0035407-024

  	
   

  	
  651,382

  	
   

  	
  440,434

  	
   

  
	
  EMBRY-RIDDLE AERONAUTICAL

  	
   

  	
  0035407-025

  	
   

  	
  184,163

  	
   

  	
  121,774

  	
   

  
	
  EMBRY-RIDDLE AERONAUTICAL

  	
   

  	
  0035407-026

  	
   

  	
  368,279

  	
   

  	
  243,547

  	
   

  
	
  EMBRY-RIDDLE AERONAUTICAL

  	
   

  	
  0035407-027

  	
   

  	
  197,595

  	
   

  	
  127,849

  	
   

  
	
  EMBRY-RIDDLE AERONAUTICAL

  	
   

  	
  0035407-028

  	
   

  	
  1,071,494

  	
   

  	
  670,000

  	
   

  
	
  EMBRY-RIDDLE AERONAUTICAL

  	
   

  	
  0035407-029

  	
   

  	
  896,042

  	
   

  	
  549,456

  	
   

  
	
  EMBRY-RIDDLE AERONAUTICAL

  	
   

  	
  0035407-030

  	
   

  	
  604,402

  	
   

  	
  366,304

  	
   

  
	
  EMBRY-RIDDLE AERONAUTICAL

  	
   

  	
  0035407-031

  	
   

  	
  601,203

  	
   

  	
  366,304

  	
   

  
	
  EMBRY-RIDDLE AERONAUTICAL

  	
   

  	
  0035407-032

  	
   

  	
  1,226,109

  	
   

  	
  747,065

  	
   

  
	
  EMBRY-RIDDLE AERONAUTICAL

  	
   

  	
  0035407-033

  	
   

  	
  901,688

  	
   

  	
  549,456

  	
   

  
	
  EMBRY-RIDDLE AERONAUTICAL

  	
   

  	
  0035407-034

  	
   

  	
  1,482,712

  	
   

  	
  894,229

  	
   

  
	
  EMBRY-RIDDLE AERONAUTICAL

  	
   

  	
  0035407-035

  	
   

  	
  696,890

  	
   

  	
  444,906

  	
   

  
	
  EMBRY-RIDDLE AERONAUTICAL

  	
   

  	
  0035407-036

  	
   

  	
  707,201

  	
   

  	
  451,506

  	
   

  
	
  EMBRY-RIDDLE AERONAUTICAL

  	
   

  	
  0035407-037

  	
   

  	
  238,403

  	
   

  	
  150,502

  	
   

  
	
  EMBRY-RIDDLE AERONAUTICAL

  	
   

  	
  0035407-038

  	
   

  	
  238,773

  	
   

  	
  150,736

  	
   

  
	
  EMBRY-RIDDLE AERONAUTICAL

  	
   

  	
  0035407-039

  	
   

  	
  238,412

  	
   

  	
  150,502

  	
   

  
	
  EMBRY-RIDDLE AERONAUTICAL

  	
   

  	
  0035407-040

  	
   

  	
  2,546,482

  	
   

  	
  1,025,101

  	
   

  
	
  EMBRY-RIDDLE AERONAUTICAL

  	
   

  	
  0035407-041

  	
   

  	
  1,596,442

  	
   

  	
  642,657

  	
   

  
	
  EMBRY-RIDDLE AERONAUTICAL

  	
   

  	
  0035407-042

  	
   

  	
  1,258,851

  	
   

  	
  501,417

  	
   

  
	
  EMBRY-RIDDLE AERONAUTICAL

  	
   

  	
  0035407-043

  	
   

  	
  240,447

  	
   

  	
  150,502

  	
   

  
	
  EMBRY-RIDDLE AERONAUTICAL

  	
   

  	
  0035407-044

  	
   

  	
  370,431

  	
   

  	
  226,454

  	
   

  
	
  EMBRY-RIDDLE AERONAUTICAL

  	
   

  	
  0035407-045

  	
   

  	
  247,446

  	
   

  	
  150,970

  	
   

  



 


5

















 


	
  Customer Name

  	
   

  	
  Lease
  Schedule (IER)

  	
   

  	
  Adjusted
  NAV

  @ 4/30/04

  	
   

  	
  Booked
  Residual

  	
   

  
	
  EMBRY-RIDDLE AERONAUTICAL

  	
   

  	
  0035407-046

  	
   

  	
  249,527

  	
   

  	
  150,970

  	
   

  
	
  EMBRY-RIDDLE AERONAUTICAL

  	
   

  	
  0035407-047

  	
   

  	
  125,596

  	
   

  	
  75,485

  	
   

  
	
  EMBRY-RIDDLE AERONAUTICAL

  	
   

  	
  0035407-048

  	
   

  	
  311,083

  	
   

  	
  185,102

  	
   

  
	
  EMBRY-RIDDLE AERONAUTICAL

  	
   

  	
  0035407-049

  	
   

  	
  155,536

  	
   

  	
  92,551

  	
   

  
	
  EMBRY-RIDDLE AERONAUTICAL

  	
   

  	
  0035407-050

  	
   

  	
  479,657

  	
   

  	
  203,929

  	
   

  
	
  EMBRY-RIDDLE AERONAUTICAL

  	
   

  	
  0035407-051

  	
   

  	
  156,804

  	
   

  	
  92,551

  	
   

  
	
  EMBRY-RIDDLE AERONAUTICAL

  	
   

  	
  0035407-052

  	
   

  	
  316,153

  	
   

  	
  185,102

  	
   

  
	
  EMBRY-RIDDLE AERONAUTICAL

  	
   

  	
  0035407-053

  	
   

  	
  316,161

  	
   

  	
  185,102

  	
   

  
	
  EMBRY-RIDDLE AERONAUTICAL

  	
   

  	
  0035407-054

  	
   

  	
  316,161

  	
   

  	
  185,102

  	
   

  
	
  EMBRY-RIDDLE AERONAUTICAL

  	
   

  	
  0035407-055

  	
   

  	
  3,711,285

  	
   

  	
  1,374,616

  	
   

  
	
  EMBRY-RIDDLE AERONAUTICAL

  	
   

  	
  0035407-056

  	
   

  	
  2,561,313

  	
   

  	
  125,618

  	
   

  
	
  EMBRY-RIDDLE AERONAUTICAL

  	
   

  	
  0035407-101

  	
   

  	
  7,538

  	
   

  	
  3,320

  	
   

  
	
  EMBRY-RIDDLE AERONAUTICAL

  	
   

  	
  0035407-112

  	
   

  	
  52,338

  	
   

  	
  39,001

  	
   

  
	
  EMBRY-RIDDLE AERONAUTICAL

  	
   

  	
  0035407-115

  	
   

  	
  12,564

  	
   

  	
  1,107

  	
   

  
	
  EMBRY-RIDDLE AERONAUTICAL

  	
   

  	
  0035407-128

  	
   

  	
  72,163

  	
   

  	
  —

  	
   

  
	
  EMBRY-RIDDLE AERONAUTICAL

  	
   

  	
  0037559-001

  	
   

  	
  2,993,732

  	
   

  	
  2,929,921

  	
   

  
	
  EQUISTAR CHEMICALS

  	
   

  	
  0042610-001

  	
   

  	
  18,022,824

  	
   

  	
  10,112,256

  	
   

  
	
  EQUISTAR CHEMICALS

  	
   

  	
  0042610-002

  	
   

  	
  19,482,470

  	
   

  	
  9,531,414

  	
   

  
	
  ESSAR SHIPPING LTD

  	
   

  	
  1003911

  	
   

  	
  14,556,841

  	
   

  	
   

  	
   

  
	
  FANCIA INVESTMENTS

  	
   

  	
  0037026-001

  	
   

  	
  8,176,556

  	
   

  	
  —

  	
   

  
	
  FANCIA INVESTMENTS

  	
   

  	
  0037026-002

  	
   

  	
  1,878,119

  	
   

  	
  —

  	
   

  
	
  FANCIA INVESTMENTS

  	
   

  	
  0037026-003

  	
   

  	
  3,030,142

  	
   

  	
  —

  	
   

  
	
  FANCIA INVESTMENTS

  	
   

  	
  0037026-004

  	
   

  	
  3,975,950

  	
   

  	
  —

  	
   

  
	
  FANCIA INVESTMENTS

  	
   

  	
  0037026-005

  	
   

  	
  1,884,406

  	
   

  	
  —

  	
   

  
	
  FANCIA INVESTMENTS

  	
   

  	
  0037026-006

  	
   

  	
  933,101

  	
   

  	
  —

  	
   

  
	
  FEDERAL-MOGUL CORPORATION

  	
   

  	
  0032079-004

  	
   

  	
  15,871,661.00

  	
   

  	
  11,237,500

  	
   

  
	
  FEDERAL-MOGUL CORPORATION

  	
   

  	
  0034730-003

  	
   

  	
  1,654,064

  	
   

  	
  1,200,000

  	
   

  
	
  FORMICA CORPORATION

  	
   

  	
  1004011

  	
   

  	
  5,159,240

  	
   

  	
   

  	
   

  
	
  FORMICA CORPORATION

  	
   

  	
  1004012

  	
   

  	
  2,961,764

  	
   

  	
   

  	
   

  
	
  FORMICA CORPORATION

  	
   

  	
  1004013

  	
   

  	
  1,974,510

  	
   

  	
   

  	
   

  
	
  FORT WAYNE FOUNDRY CORP.

  	
   

  	
  0033093-001

  	
   

  	
  644,340

  	
   

  	
  365,369

  	
   

  
	
  FORT WAYNE FOUNDRY CORP.

  	
   

  	
  0033093-002

  	
   

  	
  78,792

  	
   

  	
  44,778

  	
   

  
	
  FORT WAYNE FOUNDRY CORP.

  	
   

  	
  0033093-003

  	
   

  	
  28,595

  	
   

  	
  15,313

  	
   

  
	
  FORT WAYNE FOUNDRY CORP.

  	
   

  	
  0033093-004

  	
   

  	
  11,165

  	
   

  	
  5,494

  	
   

  
	
  FORT WAYNE FOUNDRY CORP.

  	
   

  	
  0033093-005

  	
   

  	
  19,813

  	
   

  	
  9,750

  	
   

  
	
  FORT WAYNE FOUNDRY CORP.

  	
   

  	
  0033093-006

  	
   

  	
  18,965

  	
   

  	
  9,332

  	
   

  
	
  FORT WAYNE FOUNDRY CORP.

  	
   

  	
  0033093-007

  	
   

  	
  2,517

  	
   

  	
  1,239

  	
   

  
	
  FORT WAYNE FOUNDRY CORP.

  	
   

  	
  0033093-008

  	
   

  	
  4,239

  	
   

  	
  2,103

  	
   

  
	
  FORT WAYNE FOUNDRY CORP.

  	
   

  	
  0033093-009

  	
   

  	
  20,629

  	
   

  	
  9,073

  	
   

  
	
  FORT WAYNE FOUNDRY CORP.

  	
   

  	
  0033093-011

  	
   

  	
  2,212,236

  	
   

  	
  465,000

  	
   

  
	
  FRONT PORCH DEVELOPMENT CORP.

  	
   

  	
  0037971-001

  	
   

  	
  466,270

  	
   

  	
  407,750

  	
   

  
	
  FULGHUM FIBRES, INC.

  	
   

  	
  1004111

  	
   

  	
  15,053,833

  	
   

  	
   

  	
   

  
	
  GATEWAY CONTAINER INTL., LTD.

  	
   

  	
  0035326-001

  	
   

  	
  3,252,696

  	
   

  	
  1,104,132

  	
   

  
	
  GATEWAY CONTAINER INTL., LTD.

  	
   

  	
  0035326-002

  	
   

  	
  3,066,654

  	
   

  	
  1,147,489

  	
   

  
	
  GATEWAY CONTAINER INTL., LTD.

  	
   

  	
  0035326-003

  	
   

  	
  3,854,103

  	
   

  	
  2,443,331

  	
   

  
	
  GATEWAY CONTAINER INTL., LTD.

  	
   

  	
  0035326-004

  	
   

  	
  3,937,130

  	
   

  	
  2,440,514

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GAYLORD CONTAINER

  	
   

  	
  0033918-002

  	
   

  	
  7,703,449

  	
   

  	
  3,610,383

  	
   

  
	
  GAYLORD CONTAINER

  	
   

  	
  0033918-003

  	
   

  	
  219,505

  	
   

  	
  104,522

  	
   

  
	
  GAYLORD CONTAINER

  	
   

  	
  0033918-004

  	
   

  	
  46,645

  	
   

  	
  22,211

  	
   

  
	
  GEMINI INDUSTRIES, INC.

  	
   

  	
  1004311

  	
   

  	
  2,849,227

  	
   

  	
   

  	
   

  
	
  GLENOIT CORPORATION

  	
   

  	
  1004411

  	
   

  	
  2,986,817

  	
   

  	
   

  	
   

  
	
  GLOBAL FITTNESS HOLDINGS

  	
   

  	
  0041341-001

  	
   

  	
  4,231,759

  	
   

  	
  2,675,938

  	
   

  
	
  GRAYS HARBOR PAPER, L.P.

  	
   

  	
  1004611

  	
   

  	
  5,999,184

  	
   

  	
   

  	
   

  
	
  GREAT LAKES DREDGE & DOCK CO.

  	
   

  	
  0034074-002

  	
   

  	
  4,007,917

  	
   

  	
  1,600,000

  	
   

  
	
  GREAT LAKES DREDGE & DOCK CO.

  	
   

  	
  0034074-003

  	
   

  	
  1,973,390

  	
   

  	
  760,000

  	
   

  
	
  GREAT LAKES DREDGE & DOCK CO.

  	
   

  	
  0034074-008

  	
   

  	
  7,985,662

  	
   

  	
  1,800,000

  	
   

  
	
  GREAT LAKES DREDGE & DOCK CO.

  	
   

  	
  0034074-009

  	
   

  	
  1,330,944

  	
   

  	
  300,000

  	
   

  
	
  GREAT LAKES DREDGE & DOCK CO.

  	
   

  	
  0034074-011

  	
   

  	
  1,368,800

  	
   

  	
  300,000

  	
   

  
	
  GREAT LAKES DREDGE & DOCK CO.

  	
   

  	
  0034074-012

  	
   

  	
  51,555,722

  	
   

  	
  27,298,767

  	
   

  
	
  GREAT LAKES DREDGE & DOCK CO.

  	
   

  	
  0034074-013

  	
   

  	
  4,322,439

  	
   

  	
  1,446,281

  	
   

  
	
  GREAT LAKES DREDGE & DOCK CO.

  	
   

  	
  0034074-108

  	
   

  	
  332,736

  	
   

  	
  75,000

  	
   

  
	
  GREAT LAKES DREDGE & DOCK CO.

  	
   

  	
  0034074-208

  	
   

  	
  4,859,700

  	
   

  	
  2,600,000

  	
   

  
	
  GREAT NORTHERN PAPER, INC.

  	
   

  	
  1004711

  	
   

  	
  9,596,610

  	
   

  	
   

  	
   

  
	
  GREYHOUND LINES INC

  	
   

  	
  0040230-001

  	
   

  	
  7,402,206

  	
   

  	
  4,345,350

  	
   

  
	
  GREYHOUND LINES INC

  	
   

  	
  0040230-002

  	
   

  	
  16,227,974

  	
   

  	
  9,559,770

  	
   

  
	
  GREYHOUND LINES INC

  	
   

  	
  0040230-003

  	
   

  	
  1,475,242

  	
   

  	
  869,070

  	
   

  
	
  H.J. HEINZ COMPANY

  	
   

  	
  0040918-001

  	
   

  	
  19,982,362

  	
   

  	
  19,380,000

  	
   

  
	
  HAINAN AIRLINES CO., LTD.

  	
   

  	
  0039706-004

  	
   

  	
  9,940,223

  	
   

  	
  8,046,547

  	
   

  
	
  HAINAN AIRLINES CO., LTD.

  	
   

  	
  0039706-005

  	
   

  	
  10,484,160

  	
   

  	
  8,487,882

  	
   

  
	
  HANSEN PRERO AVIATION, LLC

  	
   

  	
  0042601-001

  	
   

  	
  7,885,389

  	
   

  	
  3,862,231

  	
   

  



 


6

















 


	
  Customer Name

  	
   

  	
  Lease
  Schedule (IER)

  	
   

  	
  Adjusted
  NAV

  @ 4/30/04

  	
   

  	
  Booked
  Residual

  	
   

  
	
  HAWAIIAN AIRLINES, INC.

  	
   

  	
  0040141-001

  	
   

  	
  542,110

  	
   

  	
  276,774

  	
   

  
	
  HAWAIIAN AIRLINES, INC.

  	
   

  	
  0040141-002

  	
   

  	
  210,200

  	
   

  	
  106,112

  	
   

  
	
  HAWAIIAN AIRLINES, INC.

  	
   

  	
  0040141-003

  	
   

  	
  103,490

  	
   

  	
  52,243

  	
   

  
	
  HAWAIIAN AIRLINES, INC.

  	
   

  	
  0040141-004

  	
   

  	
  145,782

  	
   

  	
  72,689

  	
   

  
	
  HAWAIIAN AIRLINES, INC.

  	
   

  	
  0040141-005

  	
   

  	
  106,268

  	
   

  	
  52,987

  	
   

  
	
  HAWAIIAN AIRLINES, INC.

  	
   

  	
  0040141-006

  	
   

  	
  106,012

  	
   

  	
  51,848

  	
   

  
	
  HAWAIIAN AIRLINES, INC.

  	
   

  	
  0040141-007

  	
   

  	
  133,977

  	
   

  	
  66,179

  	
   

  
	
  HAWAIIAN AIRLINES, INC.

  	
   

  	
  0040141-008

  	
   

  	
  133,859

  	
   

  	
  65,849

  	
   

  
	
  HAWAIIAN AIRLINES, INC.

  	
   

  	
  0040141-009

  	
   

  	
  135,315

  	
   

  	
  66,179

  	
   

  
	
  HAWAIIAN AIRLINES, INC.

  	
   

  	
  0040141-010

  	
   

  	
  442,352

  	
   

  	
  213,414

  	
   

  
	
  HAWAIIAN AIRLINES, INC.

  	
   

  	
  0040141-011

  	
   

  	
  65,171

  	
   

  	
  31,003

  	
   

  
	
  HAWAIIAN AIRLINES, INC.

  	
   

  	
  0040141-012

  	
   

  	
  64,448

  	
   

  	
  30,849

  	
   

  
	
  HAWAIIAN AIRLINES, INC.

  	
   

  	
  0040141-013

  	
   

  	
  206,530

  	
   

  	
  96,898

  	
   

  
	
  HAWAIIAN AIRLINES, INC.

  	
   

  	
  0040141-014

  	
   

  	
  39,773

  	
   

  	
  18,229

  	
   

  
	
  HAYES LEMMERZ INTL.

  	
   

  	
  0034007-001

  	
   

  	
  11,237,143

  	
   

  	
  6,184,136

  	
   

  
	
  HAYES LEMMERZ INTL.

  	
   

  	
  0035860-001

  	
   

  	
  96,089

  	
   

  	
  44,615

  	
   

  
	
  HAYNES INTERNATIONAL

  	
   

  	
  0035593-001

  	
   

  	
  124,703

  	
   

  	
  —

  	
   

  
	
  HAYNES INTERNATIONAL

  	
   

  	
  0035593-002

  	
   

  	
  446,320

  	
   

  	
  —

  	
   

  
	
  HAYNES INTERNATIONAL

  	
   

  	
  0035593-003

  	
   

  	
  744,765

  	
   

  	
  —

  	
   

  
	
  HELIMED AERO TAXI LTDA

  	
   

  	
  0043553-001

  	
   

  	
  3,014,272

  	
   

  	
  —

  	
   

  
	
  HOP-A-JET, INC.

  	
   

  	
  1005311

  	
   

  	
  1,095,144

  	
   

  	
   

  	
   

  
	
  HORIZON OFFSHORE CONTRACTOR,

  	
   

  	
  1011011

  	
   

  	
  32,624,439

  	
   

  	
   

  	
   

  
	
  INTERNATIONAL TRUCK AND ENGINE

  	
   

  	
  0030940-003

  	
   

  	
  4,739,679

  	
   

  	
  3,914,400

  	
   

  
	
  INTERNATIONAL TRUCK AND ENGINE

  	
   

  	
  0035872-001

  	
   

  	
  15,671,985

  	
   

  	
  11,208,750

  	
   

  
	
  INTERNATIONAL TRUCK AND ENGINE

  	
   

  	
  0038304-001

  	
   

  	
  54,058,366

  	
   

  	
  12,628,624

  	
   

  
	
  INTERNATIONAL TRUCK AND ENGINE

  	
   

  	
  0038304-002

  	
   

  	
  4,114,683

  	
   

  	
  980,800

  	
   

  
	
  INTERNATIONAL TRUCK AND ENGINE

  	
   

  	
  0041018-001

  	
   

  	
  46,103,030

  	
   

  	
  29,824,089

  	
   

  
	
  INTERNATIONAL TRUCK AND ENGINE

  	
   

  	
  0041018-002

  	
   

  	
  2,416,679

  	
   

  	
  1,454,854

  	
   

  
	
  INTERNATIONAL TRUCK AND ENGINE

  	
   

  	
  0041029-001

  	
   

  	
  46,645,186

  	
   

  	
  30,174,810

  	
   

  
	
  INTERNATIONAL TRUCK AND ENGINE

  	
   

  	
  0041029-002

  	
   

  	
  2,445,098

  	
   

  	
  1,471,962

  	
   

  
	
  INTERNATIONAL TRUCK AND ENGINE

  	
   

  	
  0041030-001

  	
   

  	
  16,793,748

  	
   

  	
  14,688,090

  	
   

  
	
  J.L. FRENCH AUTOMOTIVE CASTING

  	
   

  	
  0039740-001

  	
   

  	
  3,234,310

  	
   

  	
  1,367,494

  	
   

  
	
  JAMAICA ENERGY PARTNERS

  	
   

  	
  1005611

  	
   

  	
  5,856,773

  	
   

  	
   

  	
   

  
	
  JANUS EQUITIES LLC

  	
   

  	
  1005711

  	
   

  	
  17,495,778

  	
   

  	
   

  	
   

  
	
  JEFFERSON SMURFIT

  	
   

  	
  0042743-001

  	
   

  	
  2,967,115

  	
   

  	
  488,250

  	
   

  
	
  JODA PARTNERSHIP  (LLC)

  	
   

  	
  1006111

  	
   

  	
  2,500,412

  	
   

  	
   

  	
   

  
	
  JODA PARTNERSHIP  (LLC)

  	
   

  	
  1006112

  	
   

  	
  7,233,475

  	
   

  	
   

  	
   

  
	
  JODA PARTNERSHIP  (LLC)

  	
   

  	
  1006113

  	
   

  	
  2,479,103

  	
   

  	
   

  	
   

  
	
  JOHNSTON INDUSTRIES ALABAMA,IN

  	
   

  	
  1011811

  	
   

  	
  357,038

  	
   

  	
   

  	
   

  
	
  KASGRO LEASING LLC

  	
   

  	
  0041218-001

  	
   

  	
  7,236,726

  	
   

  	
  3,459,338

  	
   

  
	
  LCI SHIPHOLDING, INC.

  	
   

  	
  0039448-001

  	
   

  	
  52,638,132

  	
   

  	
  19,687,500

  	
   

  
	
  LIDER TAXI AEREO S.A.

  	
   

  	
  1006411

  	
   

  	
  876,851

  	
   

  	
   

  	
   

  
	
  LIDER TAXI AEREO S.A.

  	
   

  	
  1006412

  	
   

  	
  858,488

  	
   

  	
   

  	
   

  
	
  LIDER TAXI AEREO S.A.

  	
   

  	
  1006413

  	
   

  	
  933,253

  	
   

  	
   

  	
   

  
	
  LIDER TAXI AEREO S.A.

  	
   

  	
  1006414

  	
   

  	
  909,643

  	
   

  	
   

  	
   

  
	
  LIDER TAXI AEREO S.A.

  	
   

  	
  1006415

  	
   

  	
  1,022,446

  	
   

  	
   

  	
   

  
	
  LIDER TAXI AEREO S.A.

  	
   

  	
  1006416

  	
   

  	
  978,506

  	
   

  	
   

  	
   

  
	
  LIDER TAXI AEREO S.A.

  	
   

  	
  0039494-001

  	
   

  	
  1,857,234

  	
   

  	
  —

  	
   

  
	
  LOS CIPRESES S.A.

  	
   

  	
  1006511

  	
   

  	
  650,638

  	
   

  	
   

  	
   

  
	
  LOWA CORP

  	
   

  	
  1006611

  	
   

  	
  38,170,582

  	
   

  	
   

  	
   

  
	
  L-S ELECTRO-GALVANIZING CO.

  	
   

  	
  0035448-002

  	
   

  	
  12,753,693

  	
   

  	
  4,032,000

  	
   

  
	
  LUCENT TECHNOLOGIES, INC.

  	
   

  	
  0039673-001

  	
   

  	
  21,274,458

  	
   

  	
  18,487,500

  	
   

  
	
  LUCENT TECHNOLOGIES, INC.

  	
   

  	
  0039684-001

  	
   

  	
  22,101,864

  	
   

  	
  19,212,500

  	
   

  
	
  LUKE DAVID, LLC

  	
   

  	
  0037660-001

  	
   

  	
  574,734

  	
   

  	
  506,250

  	
   

  
	
  MARITIME SHIPPING NV (IPC)

  	
   

  	
  1006711

  	
   

  	
  10,969,221

  	
   

  	
   

  	
   

  
	
  MARITIME SHIPPING NV (IPC)

  	
   

  	
  1006721

  	
   

  	
  8,080,495

  	
   

  	
   

  	
   

  
	
  MERRITT TOOL CO., INC.

  	
   

  	
  0036837-002

  	
   

  	
  95,672

  	
   

  	
  —

  	
   

  
	
  MICHAEL MCCULLOUGH

  	
   

  	
  0038260-002

  	
   

  	
  492,942

  	
   

  	
  423,500

  	
   

  
	
  MID-AMERICA PACKAGING, LLC

  	
   

  	
  0033918-001

  	
   

  	
  4,553,070

  	
   

  	
  2,659,074

  	
   

  
	
  NEUVANT AEROSPACE CORPORATION

  	
   

  	
  0032566-101

  	
   

  	
  250,433

  	
   

  	
  —

  	
   

  
	
  NEUVANT AEROSPACE CORPORATION

  	
   

  	
  0032566-102

  	
   

  	
  38,785

  	
   

  	
  —

  	
   

  
	
  NEUVANT AEROSPACE CORPORATION

  	
   

  	
  0032566-103

  	
   

  	
  264,181

  	
   

  	
  —

  	
   

  
	
  NEUVANT AEROSPACE CORPORATION

  	
   

  	
  0032566-104

  	
   

  	
  29,300

  	
   

  	
  —

  	
   

  
	
  NEUVANT AEROSPACE CORPORATION

  	
   

  	
  0032566-105

  	
   

  	
  48,740

  	
   

  	
  —

  	
   

  
	
  NEUVANT AEROSPACE CORPORATION

  	
   

  	
  0032566-106

  	
   

  	
  50,371

  	
   

  	
  —

  	
   

  
	
  NEUVANT AEROSPACE CORPORATION

  	
   

  	
  0032566-107

  	
   

  	
  78,588

  	
   

  	
  —

  	
   

  
	
  NORTH ATLANTIC REFINING, LTD.

  	
   

  	
  1006911

  	
   

  	
  2,975,873

  	
   

  	
   

  	
   

  
	
  OMNI FLYS,.S.A. DE C.V.

  	
   

  	
  0039004-001

  	
   

  	
  2,478,077

  	
   

  	
  —

  	
   

  
	
  OMNI FLYS,.S.A. DE C.V.

  	
   

  	
  0039015-001

  	
   

  	
  37,037,068

  	
   

  	
  —

  	
   

  
	
  PEABODY HOLDING COMPANY, INC.

  	
   

  	
  0041567-003

  	
   

  	
  12,578,150

  	
   

  	
  1,626,875

  	
   

  
	
  PEABODY WESTERN COAL CO.

  	
   

  	
  0034718-001

  	
   

  	
  2,959,456

  	
   

  	
  2,473,014

  	
   

  
	
  PEERLESS IMPORTERS, INC.

  	
   

  	
  0039348-001

  	
   

  	
  1,020,771

  	
   

  	
  847,000

  	
   

  



 


7

















 


	
  Customer Name

  	
   

  	
  Lease
  Schedule (IER)

  	
   

  	
  Adjusted
  NAV

  @ 4/30/04

  	
   

  	
  Booked
  Residual

  	
   

  
	
  PERRY JUDD’S INC

  	
   

  	
  0040263-001

  	
   

  	
  8,968,087

  	
   

  	
  2,069,126

  	
   

  
	
  POLICYD, S.A. DE C.V.

  	
   

  	
  1007412

  	
   

  	
  33,189,103

  	
   

  	
   

  	
   

  
	
  POPE & TALBOT, INC.

  	
   

  	
  1007511

  	
   

  	
  15,447,417

  	
   

  	
   

  	
   

  
	
  PRIDE AMETHYST LIMITED

  	
   

  	
  0035459-001

  	
   

  	
  19,581,564

  	
   

  	
  14,986,500

  	
   

  
	
  QUEBECOR WORLD JOHNSON&HARDIN

  	
   

  	
  0032796-001

  	
   

  	
  2,876,464

  	
   

  	
  1,727,623

  	
   

  
	
  QUEST II, LLC

  	
   

  	
  0032717-004

  	
   

  	
  3,522,935

  	
   

  	
  3,421,250

  	
   

  
	
  QUEST II, LLC

  	
   

  	
  0032717-005

  	
   

  	
  13,697

  	
   

  	
  —

  	
   

  
	
  RADIANT AVIATION SERVICES

  	
   

  	
  1007612

  	
   

  	
  4,269,212

  	
   

  	
   

  	
   

  
	
  REVERE COPPER PRODUCTS, INC.

  	
   

  	
  0032820-007

  	
   

  	
  199,406

  	
   

  	
  111,375

  	
   

  
	
  REVERE COPPER PRODUCTS, INC.

  	
   

  	
  0032820-008

  	
   

  	
  109,691

  	
   

  	
  83,875

  	
   

  
	
  REVERE COPPER PRODUCTS, INC.

  	
   

  	
  0032820-009

  	
   

  	
  379,741

  	
   

  	
  204,469

  	
   

  
	
  RIGI, INC.

  	
   

  	
  1007914

  	
   

  	
  1,788,600

  	
   

  	
   

  	
   

  
	
  RMH TELESERVICES, INC.

  	
   

  	
  0037215-001

  	
   

  	
  2,115,007

  	
   

  	
  1,939,920

  	
   

  
	
  RMH TELESERVICES, INC.

  	
   

  	
  0037215-002

  	
   

  	
  41,014

  	
   

  	
  23,876

  	
   

  
	
  ROLLS ROYCE CANADA LTD.

  	
   

  	
  0033126-001

  	
   

  	
  1,495,482

  	
   

  	
  1,375,000

  	
   

  
	
  RUSSELL-STANLEY CORP.

  	
   

  	
  0033841-001

  	
   

  	
  610,402

  	
   

  	
  377,652

  	
   

  
	
  RUSSELL-STANLEY CORP.

  	
   

  	
  0033841-002

  	
   

  	
  77,749

  	
   

  	
  29,671

  	
   

  
	
  RUSSELL-STANLEY CORP.

  	
   

  	
  0033841-003

  	
   

  	
  648,419

  	
   

  	
  481,284

  	
   

  
	
  RX CHOICE, INC.

  	
   

  	
  0037904-001

  	
   

  	
  15,146,935

  	
   

  	
  10,357,892

  	
   

  
	
  RX CHOICE, INC.

  	
   

  	
  0037904-002

  	
   

  	
  9,022,765

  	
   

  	
  5,610,751

  	
   

  
	
  RX CHOICE, INC.

  	
   

  	
  0037904-003

  	
   

  	
  9,263,822

  	
   

  	
  5,610,908

  	
   

  
	
  RX CHOICE, INC.

  	
   

  	
  0037904-004

  	
   

  	
  3,789,545

  	
   

  	
  1,801,095

  	
   

  
	
  SARGEANT MARINE, INC

  	
   

  	
  1008012

  	
   

  	
  15,384,539

  	
   

  	
   

  	
   

  
	
  SCI TEXAS FUNERAL SERVICES

  	
   

  	
  1008111

  	
   

  	
  31,589,996

  	
   

  	
   

  	
   

  
	
  SCI TEXAS FUNERAL SERVICES

  	
   

  	
  0037560-003

  	
   

  	
  11,482,923

  	
   

  	
  —

  	
   

  
	
  SERVICIOS INTEGRALES DE

  	
   

  	
  0042654-001

  	
   

  	
  10,719,761

  	
   

  	
  7,010,767

  	
   

  
	
  SERVICIOS INTEGRALES DE

  	
   

  	
  0042654-002

  	
   

  	
  8,706,110

  	
   

  	
  6,922,500

  	
   

  
	
  SEVENTH 7RANSPORT, INC.

  	
   

  	
  0039962-001

  	
   

  	
  71,736

  	
   

  	
  —

  	
   

  
	
  SEVENTH 7RANSPORT, INC.

  	
   

  	
  0039962-002

  	
   

  	
  111,664

  	
   

  	
  —

  	
   

  
	
  SKY KING, INC.

  	
   

  	
  1008211

  	
   

  	
  1,798,292

  	
   

  	
   

  	
   

  
	
  SKY KING, INC.

  	
   

  	
  1008212

  	
   

  	
  126,810

  	
   

  	
   

  	
   

  
	
  SKY KING, INC.

  	
   

  	
  1008221

  	
   

  	
  553,019

  	
   

  	
   

  	
   

  
	
  SKY KING, INC.

  	
   

  	
  1008222

  	
   

  	
  36,111

  	
   

  	
   

  	
   

  
	
  SKY KING, INC.

  	
   

  	
  1008231

  	
   

  	
  2,699,093

  	
   

  	
   

  	
   

  
	
  SKY KING, INC.

  	
   

  	
  1008232

  	
   

  	
  120,126

  	
   

  	
   

  	
   

  
	
  SKY KING, INC.

  	
   

  	
  1008233

  	
   

  	
  50,321

  	
   

  	
   

  	
   

  
	
  SKY KING, INC.

  	
   

  	
  0039717-001

  	
   

  	
  2,530,350

  	
   

  	
  —

  	
   

  
	
  SKY KING, INC.

  	
   

  	
  0039717-002

  	
   

  	
  2,639,286

  	
   

  	
  251,175

  	
   

  
	
  SOUTHERN BULK INDUSTRIES, INC.

  	
   

  	
  1008311

  	
   

  	
  4,370,542

  	
   

  	
   

  	
   

  
	
  SOUTHERN BULK INDUSTRIES, INC.

  	
   

  	
  1008312

  	
   

  	
  2,981,920

  	
   

  	
   

  	
   

  
	
  SOUTHERN BULK INDUSTRIES, INC.

  	
   

  	
  1008314

  	
   

  	
  801,550

  	
   

  	
   

  	
   

  
	
  SOUTHERN BULK INDUSTRIES, INC.

  	
   

  	
  1008315

  	
   

  	
  3,366,406

  	
   

  	
   

  	
   

  
	
  SOUTHERN BULK INDUSTRIES, INC.

  	
   

  	
  1008316

  	
   

  	
  245,043

  	
   

  	
   

  	
   

  
	
  SOUTHERN BULK INDUSTRIES, INC.

  	
   

  	
  0034541-001

  	
   

  	
  425,079

  	
   

  	
  —

  	
   

  
	
  SOUTHERN BULK INDUSTRIES, INC.

  	
   

  	
  0034541-002

  	
   

  	
  89,027

  	
   

  	
  —

  	
   

  
	
  SOUTHERN BULK INDUSTRIES, INC.

  	
   

  	
  0034541-003

  	
   

  	
  37,311

  	
   

  	
  —

  	
   

  
	
  SOUTHERN COMPANY SERVICES, INC

  	
   

  	
  0037960-001

  	
   

  	
  919,574

  	
   

  	
  798,000

  	
   

  
	
  SPRINGS INDUSTRIES, INC.

  	
   

  	
  1008411

  	
   

  	
  18,815,055

  	
   

  	
   

  	
   

  
	
  STAR LEASING COMPANY

  	
   

  	
  0032384-001

  	
   

  	
  45,394

  	
   

  	
  37,694

  	
   

  
	
  STAR LEASING COMPANY

  	
   

  	
  0032384-002

  	
   

  	
  158,416

  	
   

  	
  131,544

  	
   

  
	
  STAR LEASING COMPANY

  	
   

  	
  0032384-003

  	
   

  	
  33,992

  	
   

  	
  28,226

  	
   

  
	
  STAR LEASING COMPANY

  	
   

  	
  0032384-004

  	
   

  	
  158,204

  	
   

  	
  —

  	
   

  
	
  STAR LEASING COMPANY

  	
   

  	
  0032384-005

  	
   

  	
  120,817

  	
   

  	
  —

  	
   

  
	
  STAR LEASING COMPANY

  	
   

  	
  0032384-006

  	
   

  	
  22,362

  	
   

  	
  —

  	
   

  
	
  STAR LEASING COMPANY

  	
   

  	
  0032384-007

  	
   

  	
  44,723

  	
   

  	
  —

  	
   

  
	
  STAR LEASING COMPANY

  	
   

  	
  0032384-008

  	
   

  	
  406,395

  	
   

  	
  —

  	
   

  
	
  STAR LEASING COMPANY

  	
   

  	
  0032384-009

  	
   

  	
  137,658

  	
   

  	
  —

  	
   

  
	
  STAR LEASING COMPANY

  	
   

  	
  0032384-010

  	
   

  	
  957,876

  	
   

  	
  —

  	
   

  
	
  STONE CONTAINER CORP.

  	
   

  	
  0030213-115

  	
   

  	
  1,027

  	
   

  	
  2,408

  	
   

  
	
  STONE CONTAINER CORP.

  	
   

  	
  0030791-003

  	
   

  	
  26,797

  	
   

  	
  71,914

  	
   

  
	
  STONE CONTAINER CORP.

  	
   

  	
  0030791-011

  	
   

  	
  6,332

  	
   

  	
  13,514

  	
   

  
	
  STONE CONTAINER CORP.

  	
   

  	
  0030791-013

  	
   

  	
  23,207

  	
   

  	
  49,526

  	
   

  
	
  STONE CONTAINER CORP.

  	
   

  	
  0030791-015

  	
   

  	
  6,171

  	
   

  	
  12,382

  	
   

  
	
  STONE CONTAINER CORP.

  	
   

  	
  0030791-017

  	
   

  	
  (383

  	
  )

  	
  —

  	
   

  
	
  STONE CONTAINER CORP.

  	
   

  	
  0030791-019

  	
   

  	
  25,645

  	
   

  	
  40,034

  	
   

  
	
  STONE CONTAINER CORP.

  	
   

  	
  0030791-026

  	
   

  	
  18,008

  	
   

  	
  15,761

  	
   

  
	
  STONE CONTAINER CORP.

  	
   

  	
  0030791-030

  	
   

  	
  49,982

  	
   

  	
  70,444

  	
   

  
	
  STONE CONTAINER CORP.

  	
   

  	
  0030791-031

  	
   

  	
  49,599

  	
   

  	
  69,904

  	
   

  
	
  STONE CONTAINER CORP.

  	
   

  	
  0030791-033

  	
   

  	
  49,074

  	
   

  	
  34,088

  	
   

  
	
  STONE CONTAINER CORP.

  	
   

  	
  0030791-034

  	
   

  	
  49,248

  	
   

  	
  67,688

  	
   

  
	
  STONE CONTAINER CORP.

  	
   

  	
  0030791-038

  	
   

  	
  22,930

  	
   

  	
  18,550

  	
   

  
	
  STONE CONTAINER CORP.

  	
   

  	
  0030791-044

  	
   

  	
  66,101

  	
   

  	
  81,554

  	
   

  



 


8

















 


	
  Customer Name

  	
   

  	
  Lease
  Schedule (IER)

  	
   

  	
  Adjusted
  NAV

  @ 4/30/04

  	
   

  	
  Booked
  Residual

  	
   

  
	
  STONE CONTAINER CORP.

  	
   

  	
  0030791-045

  	
   

  	
  55,606

  	
   

  	
  68,783

  	
   

  
	
  STONE CONTAINER CORP.

  	
   

  	
  0030791-047

  	
   

  	
  52,654

  	
   

  	
  61,842

  	
   

  
	
  STONE CONTAINER CORP.

  	
   

  	
  0030791-048

  	
   

  	
  14,041

  	
   

  	
  14,041

  	
   

  
	
  STONE CONTAINER CORP.

  	
   

  	
  0030791-049

  	
   

  	
  53,827

  	
   

  	
  64,670

  	
   

  
	
  STONE CONTAINER CORP.

  	
   

  	
  0030791-069

  	
   

  	
  4,536

  	
   

  	
  5,101

  	
   

  
	
  STONE CONTAINER CORP.

  	
   

  	
  0030791-087

  	
   

  	
  24,395

  	
   

  	
  23,657

  	
   

  
	
  STONE CONTAINER CORP.

  	
   

  	
  0030791-088

  	
   

  	
  31,038

  	
   

  	
  30,409

  	
   

  
	
  STONE CONTAINER CORP.

  	
   

  	
  0030791-089

  	
   

  	
  75,343

  	
   

  	
  71,528

  	
   

  
	
  STONE CONTAINER CORP.

  	
   

  	
  0030791-090

  	
   

  	
  1,916,054

  	
   

  	
  1,751,280

  	
   

  
	
  STONE CONTAINER CORP.

  	
   

  	
  0030791-091

  	
   

  	
  125,866

  	
   

  	
  118,012

  	
   

  
	
  STONE CONTAINER CORP.

  	
   

  	
  0030791-092

  	
   

  	
  5,178

  	
   

  	
  16,470

  	
   

  
	
  STONE CONTAINER CORP.

  	
   

  	
  0030791-093

  	
   

  	
  9,541

  	
   

  	
  6,034

  	
   

  
	
  STONE CONTAINER CORP.

  	
   

  	
  0030791-094

  	
   

  	
  91,473

  	
   

  	
  83,412

  	
   

  
	
  STONE CONTAINER CORP.

  	
   

  	
  0030791-096

  	
   

  	
  27,638

  	
   

  	
  24,917

  	
   

  
	
  STONE CONTAINER CORP.

  	
   

  	
  0030791-097

  	
   

  	
  49,793

  	
   

  	
  44,892

  	
   

  
	
  STONE CONTAINER CORP.

  	
   

  	
  0030791-098

  	
   

  	
  22,988

  	
   

  	
  59,523

  	
   

  
	
  STONE CONTAINER CORP.

  	
   

  	
  0030791-099

  	
   

  	
  52,375

  	
   

  	
  45,826

  	
   

  
	
  STONE CONTAINER CORP.

  	
   

  	
  0030791-100

  	
   

  	
  22,754

  	
   

  	
  17,650

  	
   

  
	
  STONE CONTAINER CORP.

  	
   

  	
  0030791-101

  	
   

  	
  15,169

  	
   

  	
  11,766

  	
   

  
	
  STONE CONTAINER CORP.

  	
   

  	
  0030791-102

  	
   

  	
  31,200

  	
   

  	
  21,403

  	
   

  
	
  STONE CONTAINER CORP.

  	
   

  	
  0030791-103

  	
   

  	
  77,037

  	
   

  	
  59,917

  	
   

  
	
  STONE CONTAINER CORP.

  	
   

  	
  0030791-104

  	
   

  	
  8,231

  	
   

  	
  13,537

  	
   

  
	
  STONE CONTAINER CORP.

  	
   

  	
  0030791-105

  	
   

  	
  19,122

  	
   

  	
  29,834

  	
   

  
	
  STONE CONTAINER CORP.

  	
   

  	
  0030791-106

  	
   

  	
  168,963

  	
   

  	
  124,008

  	
   

  
	
  STONE CONTAINER CORP.

  	
   

  	
  0030791-107

  	
   

  	
  64,650

  	
   

  	
  42,682

  	
   

  
	
  STONE CONTAINER CORP.

  	
   

  	
  0030791-108

  	
   

  	
  557,522

  	
   

  	
  419,414

  	
   

  
	
  STONE CONTAINER CORP.

  	
   

  	
  0030791-109

  	
   

  	
  45,625

  	
   

  	
  31,017

  	
   

  
	
  STONE CONTAINER CORP.

  	
   

  	
  0030791-110

  	
   

  	
  86,474

  	
   

  	
  51,404

  	
   

  
	
  STONE CONTAINER CORP.

  	
   

  	
  0030791-111

  	
   

  	
  7,665

  	
   

  	
  3,489

  	
   

  
	
  STONE CONTAINER CORP.

  	
   

  	
  0030791-113

  	
   

  	
  98,431

  	
   

  	
  67,579

  	
   

  
	
  STONE CONTAINER CORP.

  	
   

  	
  0030791-114

  	
   

  	
  12,925

  	
   

  	
  14,177

  	
   

  
	
  STONE CONTAINER CORP.

  	
   

  	
  0030791-115

  	
   

  	
  706,096

  	
   

  	
  428,902

  	
   

  
	
  STONE CONTAINER CORP.

  	
   

  	
  0030791-116

  	
   

  	
  4,444,766

  	
   

  	
  2,610,104

  	
   

  
	
  STONE CONTAINER CORP.

  	
   

  	
  0030791-117

  	
   

  	
  2,467,247

  	
   

  	
  2,448,671

  	
   

  
	
  STONE CONTAINER CORP.

  	
   

  	
  0030791-138

  	
   

  	
  4,586

  	
   

  	
  3,710

  	
   

  
	
  STONE CONTAINER CORP.

  	
   

  	
  0030791-216

  	
   

  	
  679,641

  	
   

  	
  383,796

  	
   

  
	
  STONE CONTAINER CORP.

  	
   

  	
  0030791-226

  	
   

  	
  5,274

  	
   

  	
  3,940

  	
   

  
	
  STONE CONTAINER CORP.

  	
   

  	
  0030791-293

  	
   

  	
  15,461

  	
   

  	
  12,067

  	
   

  
	
  STONE CONTAINER CORP.

  	
   

  	
  0030791-316

  	
   

  	
  982,959

  	
   

  	
  567,651

  	
   

  
	
  STONE CONTAINER CORP.

  	
   

  	
  0030791-548

  	
   

  	
  17,933

  	
   

  	
  21,062

  	
   

  
	
  STONE CONTAINER CORP.

  	
   

  	
  0030791-648

  	
   

  	
  59,776

  	
   

  	
  70,207

  	
   

  
	
  STONE CONTAINER CORP.

  	
   

  	
  0030791-748

  	
   

  	
  23,910

  	
   

  	
  28,083

  	
   

  
	
  STONE CONTAINER CORP.

  	
   

  	
  0030791-848

  	
   

  	
  59,776

  	
   

  	
  70,207

  	
   

  
	
  STOODY COMPANY

  	
   

  	
  0033785-001

  	
   

  	
  3,386

  	
   

  	
  17,056

  	
   

  
	
  STOODY COMPANY

  	
   

  	
  0033785-002

  	
   

  	
  8,814

  	
   

  	
  23,958

  	
   

  
	
  STOODY COMPANY

  	
   

  	
  0033785-003

  	
   

  	
  25,101

  	
   

  	
  33,020

  	
   

  
	
  STOODY COMPANY

  	
   

  	
  0033785-004

  	
   

  	
  112,998

  	
   

  	
  109,350

  	
   

  
	
  STOODY COMPANY

  	
   

  	
  0033785-005

  	
   

  	
  40,114

  	
   

  	
  28,005

  	
   

  
	
  SUBIC AIR CHARTER INC.

  	
   

  	
  1008511

  	
   

  	
  4,549,629

  	
   

  	
   

  	
   

  
	
  SUNRISE ASSOCIATES, INC.

  	
   

  	
  1008611

  	
   

  	
  66,402

  	
   

  	
   

  	
   

  
	
  SYNTHETIC INDUSTRIES,INC

  	
   

  	
  1008711

  	
   

  	
  5,877,003

  	
   

  	
   

  	
   

  
	
  TCA NETWORK FUNDING, L.P.

  	
   

  	
  1008811

  	
   

  	
  12,166,837

  	
   

  	
   

  	
   

  
	
  THE BRIDGEPORT &PORT JEFFERSON

  	
   

  	
  0038071-001

  	
   

  	
  12,122,293

  	
   

  	
  7,700,000

  	
   

  
	
  THE DOE RUN RESOURCES CORP.

  	
   

  	
  1003811

  	
   

  	
  52,384

  	
   

  	
   

  	
   

  
	
  THE LEHIGH PRESS, INC.

  	
   

  	
  0034563-001

  	
   

  	
  1,228,253

  	
   

  	
  1,063,147

  	
   

  
	
  THERMAL DYNAMICS CORPORATION

  	
   

  	
  0033774-003

  	
   

  	
  27,024

  	
   

  	
  7,385

  	
   

  
	
  TOWER AUTOMOTIVE, INC.

  	
   

  	
  0043254-001

  	
   

  	
  14,958,811

  	
   

  	
  798,525

  	
   

  
	
  TOWER AUTOMOTIVE, INC.

  	
   

  	
  0043254-101

  	
   

  	
  2,170,458

  	
   

  	
  115,863

  	
   

  
	
  TOWER AUTOMOTIVE, INC.

  	
   

  	
  0043254-201

  	
   

  	
  13,311,942

  	
   

  	
  710,613

  	
   

  
	
  TRANS OCEAN LEASING CORP

  	
   

  	
  0023374-021

  	
   

  	
  1,666,278

  	
   

  	
  1,138,666

  	
   

  
	
  TRANSOCEAN HOLDING INC.

  	
   

  	
  0033192-001

  	
   

  	
  7,167,716

  	
   

  	
  4,253,750

  	
   

  
	
  TRANSOCEAN HOLDING INC.

  	
   

  	
  0033192-002

  	
   

  	
  359,336

  	
   

  	
  212,688

  	
   

  
	
  TRANSOCEAN HOLDING INC.

  	
   

  	
  0033192-003

  	
   

  	
  610,633

  	
   

  	
  351,686

  	
   

  
	
  TRANSOCEAN HOLDING INC.

  	
   

  	
  0033192-004

  	
   

  	
  316,116

  	
   

  	
  181,876

  	
   

  
	
  TRANSOCEAN HOLDING INC.

  	
   

  	
  0033192-005

  	
   

  	
  1,618,210

  	
   

  	
  833,052

  	
   

  
	
  TRANSOCEAN HOLDING INC.

  	
   

  	
  0033192-006

  	
   

  	
  907,681

  	
   

  	
  439,758

  	
   

  
	
  TRANSOCEAN HOLDING INC.

  	
   

  	
  0033192-007

  	
   

  	
  518,730

  	
   

  	
  248,771

  	
   

  
	
  TRANSOCEAN HOLDING INC.

  	
   

  	
  0033192-008

  	
   

  	
  638,356

  	
   

  	
  272,240

  	
   

  
	
  TRANSOCEAN HOLDING INC.

  	
   

  	
  0033192-009

  	
   

  	
  426,651

  	
   

  	
  251,176

  	
   

  
	
  TRAVELCENTERS OF AMERICA, INC.

  	
   

  	
  1009211

  	
   

  	
  3,528,209

  	
   

  	
   

  	
   

  
	
  TRIGEANT, L.P.

  	
   

  	
  1009311

  	
   

  	
  16,403,927

  	
   

  	
   

  	
   

  
	
  TRIGEANT, L.P.

  	
   

  	
  1009312

  	
   

  	
  1,485,410

  	
   

  	
   

  	
   

  



 


9

















 


	
  Customer Name

  	
   

  	
  Lease
  Schedule (IER)

  	
   

  	
  Adjusted
  NAV

  @ 4/30/04

  	
   

  	
  Booked
  Residual

  	
   

  
	
  TRUMP HOTELS & CASINO RESORTS

  	
   

  	
  0033941-001

  	
   

  	
  1,490,763

  	
   

  	
  1,155,155

  	
   

  
	
  TUBE CITY, INC.

  	
   

  	
  0033423-001

  	
   

  	
  471,777

  	
   

  	
  425,250

  	
   

  
	
  TUBE CITY, INC.

  	
   

  	
  0033423-002

  	
   

  	
  126,266

  	
   

  	
  113,532

  	
   

  
	
  TUBE CITY, INC.

  	
   

  	
  0033423-021

  	
   

  	
  724,090

  	
   

  	
  365,076

  	
   

  
	
  TUBE CITY, INC.

  	
   

  	
  0033423-022

  	
   

  	
  2,864

  	
   

  	
  1,444

  	
   

  
	
  TUBE CITY, INC.

  	
   

  	
  0033423-023

  	
   

  	
  10,411

  	
   

  	
  5,249

  	
   

  
	
  TUBE CITY, INC.

  	
   

  	
  0033423-024

  	
   

  	
  517,184

  	
   

  	
  260,711

  	
   

  
	
  TUBE CITY, INC.

  	
   

  	
  0033423-025

  	
   

  	
  46,916

  	
   

  	
  23,650

  	
   

  
	
  TUBE CITY, INC.

  	
   

  	
  0033423-026

  	
   

  	
  38,187

  	
   

  	
  19,250

  	
   

  
	
  TUBE CITY, INC.

  	
   

  	
  0033423-027

  	
   

  	
  53,735

  	
   

  	
  27,088

  	
   

  
	
  TUBE CITY, INC.

  	
   

  	
  0033423-028

  	
   

  	
  363,258

  	
   

  	
  180,869

  	
   

  
	
  TUBE CITY, INC.

  	
   

  	
  0033423-029

  	
   

  	
  103,487

  	
   

  	
  52,250

  	
   

  
	
  TUBE CITY, INC.

  	
   

  	
  0033423-030

  	
   

  	
  889,752

  	
   

  	
  444,813

  	
   

  
	
  TUBE CITY, INC.

  	
   

  	
  0033423-031

  	
   

  	
  61,445

  	
   

  	
  24,950

  	
   

  
	
  TUBE CITY, INC.

  	
   

  	
  0033423-032

  	
   

  	
  46,339

  	
   

  	
  22,550

  	
   

  
	
  TUBE CITY, INC.

  	
   

  	
  0033423-033

  	
   

  	
  85,716

  	
   

  	
  29,377

  	
   

  
	
  TUBE CITY, INC.

  	
   

  	
  0033423-034

  	
   

  	
  440,517

  	
   

  	
  212,109

  	
   

  
	
  TUBE CITY, INC.

  	
   

  	
  0033423-035

  	
   

  	
  6,517

  	
   

  	
  3,163

  	
   

  
	
  TUBE CITY, INC.

  	
   

  	
  0033423-036

  	
   

  	
  109,320

  	
   

  	
  53,047

  	
   

  
	
  TUBE CITY, INC.

  	
   

  	
  0033423-037

  	
   

  	
  979,456

  	
   

  	
  471,860

  	
   

  
	
  TUBE CITY, INC.

  	
   

  	
  0033423-038

  	
   

  	
  372,571

  	
   

  	
  179,956

  	
   

  
	
  TUBE CITY, INC.

  	
   

  	
  0033423-039

  	
   

  	
  99,366

  	
   

  	
  47,995

  	
   

  
	
  TUBE CITY, INC.

  	
   

  	
  0033423-040

  	
   

  	
  25,572

  	
   

  	
  9,700

  	
   

  
	
  TUBE CITY, INC.

  	
   

  	
  0033423-041

  	
   

  	
  76,187

  	
   

  	
  16,300

  	
   

  
	
  TUBE CITY, INC.

  	
   

  	
  0033423-042

  	
   

  	
  229,472

  	
   

  	
  110,550

  	
   

  
	
  TUBE CITY, INC.

  	
   

  	
  0033423-043

  	
   

  	
  496,326

  	
   

  	
  239,731

  	
   

  
	
  TUBE CITY, INC.

  	
   

  	
  0033423-044

  	
   

  	
  664,629

  	
   

  	
  268,875

  	
   

  
	
  TUBE CITY, INC.

  	
   

  	
  0033423-045

  	
   

  	
  734,312

  	
   

  	
  347,081

  	
   

  
	
  TUBE CITY, INC.

  	
   

  	
  0033423-046

  	
   

  	
  29,363

  	
   

  	
  6,100

  	
   

  
	
  TUBE CITY, INC.

  	
   

  	
  0033423-047

  	
   

  	
  368,578

  	
   

  	
  174,213

  	
   

  
	
  TUBE CITY, INC.

  	
   

  	
  0033423-048

  	
   

  	
  21,197

  	
   

  	
  10,038

  	
   

  
	
  TUBE CITY, INC.

  	
   

  	
  0033423-049

  	
   

  	
  40,158

  	
   

  	
  18,700

  	
   

  
	
  TUBE CITY, INC.

  	
   

  	
  0033423-050

  	
   

  	
  11,482

  	
   

  	
  3,792

  	
   

  
	
  TUBE CITY, INC.

  	
   

  	
  0033423-051

  	
   

  	
  18,775

  	
   

  	
  5,475

  	
   

  
	
  TUBE CITY, INC.

  	
   

  	
  0033423-052

  	
   

  	
  126,548

  	
   

  	
  46,553

  	
   

  
	
  TUBE CITY, INC.

  	
   

  	
  0033423-053

  	
   

  	
  41,221

  	
   

  	
  12,000

  	
   

  
	
  TUBE CITY, INC.

  	
   

  	
  0033423-054

  	
   

  	
  19,068

  	
   

  	
  8,855

  	
   

  
	
  TUBE CITY, INC.

  	
   

  	
  0033423-055

  	
   

  	
  378,141

  	
   

  	
  175,603

  	
   

  
	
  TUBE CITY, INC.

  	
   

  	
  0033423-056

  	
   

  	
  29,662

  	
   

  	
  13,775

  	
   

  
	
  TUBE CITY, INC.

  	
   

  	
  0033423-057

  	
   

  	
  23,657

  	
   

  	
  11,041

  	
   

  
	
  TUBE CITY, INC.

  	
   

  	
  0033423-058

  	
   

  	
  643,557

  	
   

  	
  294,911

  	
   

  
	
  TUBE CITY, INC.

  	
   

  	
  0033423-059

  	
   

  	
  446,564

  	
   

  	
  199,650

  	
   

  
	
  TUBE CITY, INC.

  	
   

  	
  0033423-060

  	
   

  	
  38,802

  	
   

  	
  17,298

  	
   

  
	
  TUBE CITY, INC.

  	
   

  	
  0033423-061

  	
   

  	
  237,660

  	
   

  	
  94,893

  	
   

  
	
  TUBE CITY, INC.

  	
   

  	
  0033423-062

  	
   

  	
  123,526

  	
   

  	
  49,321

  	
   

  
	
  TUBE CITY, INC.

  	
   

  	
  0033423-063

  	
   

  	
  138,437

  	
   

  	
  55,275

  	
   

  
	
  TUBE CITY, INC.

  	
   

  	
  0033423-064

  	
   

  	
  25,139

  	
   

  	
  10,038

  	
   

  
	
  TUBE CITY, INC.

  	
   

  	
  0033423-065

  	
   

  	
  259,472

  	
   

  	
  70,188

  	
   

  
	
  TUBE CITY, INC.

  	
   

  	
  0033423-066

  	
   

  	
  27,164

  	
   

  	
  10,846

  	
   

  
	
  TUBE CITY, INC.

  	
   

  	
  0033423-067

  	
   

  	
  136,431

  	
   

  	
  36,750

  	
   

  
	
  TUBE CITY, INC.

  	
   

  	
  0033423-068

  	
   

  	
  7,543

  	
   

  	
  3,024

  	
   

  
	
  TUBE CITY, INC.

  	
   

  	
  0033423-069

  	
   

  	
  61,675

  	
   

  	
  24,613

  	
   

  
	
  TUBE CITY, INC.

  	
   

  	
  0033423-070

  	
   

  	
  106,162

  	
   

  	
  28,525

  	
   

  
	
  TUBE CITY, INC.

  	
   

  	
  0033423-071

  	
   

  	
  156,629

  	
   

  	
  57,978

  	
   

  
	
  TUBE CITY, INC.

  	
   

  	
  0033423-121

  	
   

  	
  78,148

  	
   

  	
  39,401

  	
   

  
	
  TUBE CITY, INC.

  	
   

  	
  0033423-124

  	
   

  	
  78,284

  	
   

  	
  39,463

  	
   

  
	
  TUBE CITY, INC.

  	
   

  	
  0033423-221

  	
   

  	
  62,452

  	
   

  	
  31,488

  	
   

  
	
  TUBE CITY, INC.

  	
   

  	
  0033423-224

  	
   

  	
  67,857

  	
   

  	
  34,207

  	
   

  
	
  TUBE CITY, INC.

  	
   

  	
  0033423-324

  	
   

  	
  77,214

  	
   

  	
  38,924

  	
   

  
	
  TUBE CITY, INC.

  	
   

  	
  0033423-534

  	
   

  	
  247,918

  	
   

  	
  119,373

  	
   

  
	
  TUBE CITY, INC.

  	
   

  	
  0033423-565

  	
   

  	
  242,605

  	
   

  	
  65,625

  	
   

  
	
  TUCKAHOE LLC

  	
   

  	
  1009411

  	
   

  	
  3,529,618

  	
   

  	
   

  	
   

  
	
  UNC JOHNSON TECHNOLOGY, INC.

  	
   

  	
  0033069-012

  	
   

  	
  19,419

  	
   

  	
  15,005

  	
   

  
	
  UNC JOHNSON TECHNOLOGY, INC.

  	
   

  	
  0033069-108

  	
   

  	
  60,894

  	
   

  	
  9,986

  	
   

  
	
  UNC JOHNSON TECHNOLOGY, INC.

  	
   

  	
  0033069-110

  	
   

  	
  60,894

  	
   

  	
  9,986

  	
   

  
	
  UNC JOHNSON TECHNOLOGY, INC.

  	
   

  	
  0033069-116

  	
   

  	
  121,789

  	
   

  	
  19,971

  	
   

  
	
  UNC JOHNSON TECHNOLOGY, INC.

  	
   

  	
  0033069-117

  	
   

  	
  240,468

  	
   

  	
  70,211

  	
   

  
	
  UNC JOHNSON TECHNOLOGY, INC.

  	
   

  	
  0033069-214

  	
   

  	
  62,894

  	
   

  	
  9,986

  	
   

  
	
  UNITED STATES STEEL CORP

  	
   

  	
  0035204-003

  	
   

  	
  40,968

  	
   

  	
  110,616

  	
   

  
	
  UNITED STATES STEEL CORP

  	
   

  	
  0035204-005

  	
   

  	
  62,494

  	
   

  	
  104,658

  	
   

  
	
  UNITED STATES STEEL CORP

  	
   

  	
  0035204-016

  	
   

  	
  86,284

  	
   

  	
  95,266

  	
   

  
	
  UNITED STATES STEEL CORP

  	
   

  	
  0035204-023

  	
   

  	
  75,000

  	
   

  	
  135,069

  	
   

  



 


10

















 


	
  Customer Name

  	
   

  	
  Lease
  Schedule (IER)

  	
   

  	
  Adjusted
  NAV

  @ 4/30/04

  	
   

  	
  Booked
  Residual

  	
   

  
	
  UNITED STATES STEEL CORP

  	
   

  	
  0035204-024

  	
   

  	
  31,755

  	
   

  	
  42,701

  	
   

  
	
  UNITED STATES STEEL CORP

  	
   

  	
  0035204-027

  	
   

  	
  35,389

  	
   

  	
  66,757

  	
   

  
	
  UNITED STATES STEEL CORP

  	
   

  	
  0035204-028

  	
   

  	
  39,806

  	
   

  	
  60,057

  	
   

  
	
  UNITED STATES STEEL CORP

  	
   

  	
  0035204-029

  	
   

  	
  26,282

  	
   

  	
  38,457

  	
   

  
	
  UNITED STATES STEEL CORP

  	
   

  	
  0035204-030

  	
   

  	
  25,283

  	
   

  	
  36,630

  	
   

  
	
  UNITED STATES STEEL CORP

  	
   

  	
  0035204-032

  	
   

  	
  24,748

  	
   

  	
  34,882

  	
   

  
	
  UNITED STATES STEEL CORP

  	
   

  	
  0035204-034

  	
   

  	
  60,943

  	
   

  	
  74,931

  	
   

  
	
  UNITED STATES STEEL CORP

  	
   

  	
  0035204-035

  	
   

  	
  72,075

  	
   

  	
  79,453

  	
   

  
	
  UNITED STATES STEEL CORP

  	
   

  	
  0035204-039

  	
   

  	
  153,779

  	
   

  	
  125,716

  	
   

  
	
  UNITED STATES STEEL CORP

  	
   

  	
  0035204-040

  	
   

  	
  34,845

  	
   

  	
  22,523

  	
   

  
	
  UNITED STATES STEEL CORP

  	
   

  	
  0035204-041

  	
   

  	
  46,034

  	
   

  	
  35,955

  	
   

  
	
  UNITED STATES STEEL CORP

  	
   

  	
  0035204-042

  	
   

  	
  231,059

  	
   

  	
  188,136

  	
   

  
	
  UNITED STATES STEEL CORP

  	
   

  	
  0042754-001

  	
   

  	
  8,222,669

  	
   

  	
  4,406,396

  	
   

  
	
  VITESSE CORPORATION

  	
   

  	
  0043132-001

  	
   

  	
  4,733,318

  	
   

  	
  3,152,737

  	
   

  
	
  VOUGHT AIRCRAFT INDUSTRIES,INC

  	
   

  	
  1010011

  	
   

  	
  3,948,615

  	
   

  	
   

  	
   

  
	
  VOUGHT AIRCRAFT INDUSTRIES,INC

  	
   

  	
  1010012

  	
   

  	
  6,542,798

  	
   

  	
   

  	
   

  
	
  WATERMAN STEAMSHIP CORP.

  	
   

  	
  0039505-001

  	
   

  	
  35,901,689

  	
   

  	
  18,040,000

  	
   

  
	
  WEIRTON STEEL CORPORATION

  	
   

  	
  0031484-021

  	
   

  	
  51,669

  	
   

  	
  51,879

  	
   

  
	
  WEIRTON STEEL CORPORATION

  	
   

  	
  0031484-023

  	
   

  	
  5,752

  	
   

  	
  5,752

  	
   

  
	
  WEIRTON STEEL CORPORATION

  	
   

  	
  0031484-024

  	
   

  	
  145,196

  	
   

  	
  145,196

  	
   

  
	
  WEIRTON STEEL CORPORATION

  	
   

  	
  0031484-025

  	
   

  	
  136,483

  	
   

  	
  98,475

  	
   

  
	
  WEIRTON STEEL CORPORATION

  	
   

  	
  0031484-026

  	
   

  	
  155,154

  	
   

  	
  98,475

  	
   

  
	
  WEIRTON STEEL CORPORATION

  	
   

  	
  0031484-027

  	
   

  	
  65,874

  	
   

  	
  65,874

  	
   

  
	
  WEIRTON STEEL CORPORATION

  	
   

  	
  0031484-028

  	
   

  	
  201,208

  	
   

  	
  157,592

  	
   

  
	
  WEIRTON STEEL CORPORATION

  	
   

  	
  0031484-029

  	
   

  	
  9,925

  	
   

  	
  8,126

  	
   

  
	
  WEIRTON STEEL CORPORATION

  	
   

  	
  0031484-030

  	
   

  	
  33,062

  	
   

  	
  26,542

  	
   

  
	
  WEIRTON STEEL CORPORATION

  	
   

  	
  0031484-031

  	
   

  	
  6,132

  	
   

  	
  —

  	
   

  
	
  WEIRTON STEEL CORPORATION

  	
   

  	
  0031484-033

  	
   

  	
  32,681

  	
   

  	
  18,584

  	
   

  
	
  WEIRTON STEEL CORPORATION

  	
   

  	
  0031484-034

  	
   

  	
  472,949

  	
   

  	
  303,702

  	
   

  
	
  WEIRTON STEEL CORPORATION

  	
   

  	
  0031484-035

  	
   

  	
  13,044

  	
   

  	
  9,680

  	
   

  
	
  WEIRTON STEEL CORPORATION

  	
   

  	
  0031484-037

  	
   

  	
  28,228

  	
   

  	
  —

  	
   

  
	
  WEIRTON STEEL CORPORATION

  	
   

  	
  0031484-136

  	
   

  	
  78,802

  	
   

  	
  —

  	
   

  
	
  WHITE SWAN, INC.

  	
   

  	
  0032804-101

  	
   

  	
  11,366

  	
   

  	
  —

  	
   

  
	
  WINGS VENTURES LIMITED

  	
   

  	
  0035859-001

  	
   

  	
  16,767,797

  	
   

  	
  14,738,231

  	
   

  
	
  WINGS VENTURES LIMITED

  	
   

  	
  0035859-002

  	
   

  	
  656,153

  	
   

  	
  522,851

  	
   

  
	
  WINGS VENTURES LIMITED

  	
   

  	
  0035859-003

  	
   

  	
  650,539

  	
   

  	
  249,749

  	
   

  
	
  WINGS VENTURES LIMITED

  	
   

  	
  0035859-004

  	
   

  	
  1,101,252

  	
   

  	
  119,147

  	
   

  
	
  WORLD WIDE CONTAINER LEASING

  	
   

  	
  0042523-001

  	
   

  	
  4,578,370

  	
   

  	
  —

  	
   

  
	
  WORLD WIDE CONTAINER LEASING

  	
   

  	
  0042523-002

  	
   

  	
  1,331,447

  	
   

  	
  —

  	
   

  
	
  WORLD WIDE CONTAINER LEASING

  	
   

  	
  0042523-003

  	
   

  	
  1,089,708

  	
   

  	
  —

  	
   

  
	
  WORLD WIDE CONTAINER LEASING

  	
   

  	
  0042523-004

  	
   

  	
  2,817,356

  	
   

  	
  —

  	
   

  
	
  WORLD WIDE CONTAINER LEASING

  	
   

  	
  0042523-005

  	
   

  	
  3,225,978

  	
   

  	
  —

  	
   

  
	
  WORLD WIDE CONTAINER LEASING

  	
   

  	
  0042523-006

  	
   

  	
  5,272,648

  	
   

  	
  —

  	
   

  
	
  WORLD WIDE CONTAINER LEASING

  	
   

  	
  0042523-007

  	
   

  	
  1,240,637

  	
   

  	
  —

  	
   

  
	
  WYMAN-GORDON TITANIUM CASTING

  	
   

  	
  0033275-001

  	
   

  	
  779,313

  	
   

  	
  352,400

  	
   

  
	
  XEROX CORPORATION

  	
   

  	
  1010111

  	
   

  	
  1,136,863

  	
   

  	
   

  	
   

  
	
  XEROX CORPORATION

  	
   

  	
  0039584-001

  	
   

  	
  14,729,035

  	
   

  	
  9,913,440

  	
   

  
	
  ASSETS IN INVENTORY-

  	
   

  	
   

  	
   

  	
  —

  	
   

  	
   

  	
   

  
	
  AMERICAN STANDARD INC.

  	
   

  	
  0031203-025

  	
   

  	
  25,000

  	
   

  	
  —

  	
   

  
	
  AMERICAN STANDARD INC.

  	
   

  	
  0031203-045

  	
   

  	
  5,742

  	
   

  	
  —

  	
   

  
	
  AMERICAN STANDARD INC.

  	
   

  	
  0031203-047

  	
   

  	
  2,464

  	
   

  	
  —

  	
   

  
	
  AMERICAN STANDARD INC.

  	
   

  	
  0031203-125

  	
   

  	
  25,000

  	
   

  	
  —

  	
   

  
	
  CARGILL, INC.

  	
   

  	
  0030411-072

  	
   

  	
  1

  	
   

  	
  2,829.00

  	
   

  
	
  GALVPRO L.P.

  	
   

  	
  0035259-005

  	
   

  	
  2,400

  	
   

  	
  —

  	
   

  
	
  GLOBAL AIR CHARTER, INC

  	
   

  	
  0042045-001

  	
   

  	
  2,847,296

  	
   

  	
  2,235,359.00

  	
   

  
	
  GREAT DANE AIRLINE, INC.

  	
   

  	
  0040541-001

  	
   

  	
  2,535,674

  	
   

  	
  1,557,914.00

  	
   

  
	
  STONE CONTAINER CORP.

  	
   

  	
  0030791-022

  	
   

  	
  6,510

  	
   

  	
  13,594.00

  	
   

  
	
  STONE CONTAINER CORP.

  	
   

  	
  0030791-095

  	
   

  	
  19,679

  	
   

  	
  25,568.00

  	
   

  
	
  STONE CONTAINER CORP.

  	
   

  	
  0030791-195

  	
   

  	
  19,679

  	
   

  	
  25,568.00

  	
   

  
	
  STONE CONTAINER CORP.

  	
   

  	
  0030791-295

  	
   

  	
  9,839

  	
   

  	
  12,784.00

  	
   

  
	
  TRANSAMERICA EQUIPMENT LEASING

  	
   

  	
  0027474-001

  	
   

  	
  139,724

  	
   

  	
  519,704.00

  	
   

  
	
  UNC JOHNSON TECHNOLOGY, INC.

  	
   

  	
  0033069-017

  	
   

  	
  10,145

  	
   

  	
  79,061.00

  	
   

  
	
  UNITED STATES STEEL CORP

  	
   

  	
  0035204-106

  	
   

  	
  5,500

  	
   

  	
  28,755.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  1,873,901,461

  	
   

  	
  705,743,067

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  (22,117,711

  	
  )

  



 


 


11

















 


Schedule 1.4, Allocation Schedule


See Schedule 1.4 to Exhibit 10.2 to this Report on Form 8-K.


 

















 


Schedule 1.9 (a) (iv)


 


Quarterly Portfolio Reports


 


1.             All
GE generated delinquency reports for each portfolio asset showing 30 day, 60
day, and 90+ day delinquencies.


 


2.             All
GE generated troubled account, close watch or other credit monitoring reports
related to portfolio assets.


 


3.             All
specific reserves as of quarter end and write-offs or write downs during the
quarter for all portfolio assets.


 


4.             All
details used in justifying reserves, write-off and write downs if not covered
in other reports above for each affected portfolio asset.


 


5.             Such
other reports or data as may reasonably be requested.


 

















 


Schedule 2.1 Deferred Assets


 


	
  LEASE

  SCHEDULE

  IER

  	
   

  	
  CUSTOMER
  NAME

  	
   

  	
  NAV as of

  4/30/04

  	
   

  
	
  0039482-001

  	
   

  	
  AEROSERVICIOS CORPORATIVOS

  	
   

  	
  $

  	
  9,347,862

  	
   

  
	
  0043021-001

  	
   

  	
  AERODYNAMICS, INC

  	
   

  	
  $

  	
  3,974,391

  	
   

  
	
  0038971-001

  	
   

  	
  AEROVITRO. S.A. DE C.V.

  	
   

  	
  $

  	
  37,789,492

  	
   

  
	
  0037304-001

  	
   

  	
  ATOLL HOLDINGS LIMITED

  	
   

  	
  $

  	
  2,219,793

  	
   

  
	
  0034942-001

  	
   

  	
  BISON AIR CORPORATION

  	
   

  	
  $

  	
  3,263,522

  	
   

  
	
  0034942-002

  	
   

  	
  BISON AIR CORPORATION

  	
   

  	
  $

  	
  238,907

  	
   

  
	
  0034942-003

  	
   

  	
  BISON AIR CORPORATION

  	
   

  	
  $

  	
  274,870

  	
   

  
	
  0038060-001

  	
   

  	
  BOEING COMPANY, THE

  	
   

  	
  $

  	
  17,607,627

  	
   

  
	
  0038060-002

  	
   

  	
  BOEING COMPANY, THE

  	
   

  	
  $

  	
  4,966,078

  	
   

  
	
  0038360-001

  	
   

  	
  BOEING COMPANY, THE

  	
   

  	
  $

  	
  17,847,355

  	
   

  
	
  0038360-002

  	
   

  	
  BOEING COMPANY, THE

  	
   

  	
  $

  	
  4,771,328

  	
   

  
	
  0034485-003

  	
   

  	
  CERIDIAN INC.

  	
   

  	
  $

  	
  10,309,698

  	
   

  
	
  0042401-001

  	
   

  	
  CHI AVIATION

  	
   

  	
  $

  	
  5,695,107

  	
   

  
	
  0037360-001

  	
   

  	
  CORPORATE JETS, INC.

  	
   

  	
  $

  	
  583,174

  	
   

  
	
  0037360-002

  	
   

  	
  CORPORATE JETS, INC.

  	
   

  	
  $

  	
  583,174

  	
   

  
	
  0037360-003

  	
   

  	
  CORPORATE JETS, INC.

  	
   

  	
  $

  	
  1,104,828

  	
   

  
	
  0037360-004

  	
   

  	
  CORPORATE JETS, INC.

  	
   

  	
  $

  	
  3,143,314

  	
   

  
	
  0037360-005

  	
   

  	
  CORPORATE JETS, INC.

  	
   

  	
  $

  	
  538,683

  	
   

  
	
  0037360-006

  	
   

  	
  CORPORATE JETS, INC.

  	
   

  	
  $

  	
  1,062,234

  	
   

  
	
  0037360-007

  	
   

  	
  CORPORATE JETS, INC.

  	
   

  	
  $

  	
  2,608,414

  	
   

  
	
  0037360-008

  	
   

  	
  CORPORATE JETS, INC.

  	
   

  	
  $

  	
  2,713,157

  	
   

  
	
  0033907-001

  	
   

  	
  DALLAS AIRMOTIVE, INC

  	
   

  	
  $

  	
  3,343,524

  	
   

  
	
  0034918-001

  	
   

  	
  DAN RIVER, INC.

  	
   

  	
  $

  	
  4,030,860

  	
   

  
	
  0034185-001

  	
   

  	
  AEROSERVICIOS DINAMICOS,
  S.A.

  	
   

  	
  $

  	
  5,761,920

  	
   

  
	
  0035407-001

  	
   

  	
  EMBRY-RIDDLE AERONAUTICAL

  	
   

  	
  $

  	
  125,816

  	
   

  
	
  0035407-003

  	
   

  	
  EMBRY-RIDDLE AERONAUTICAL

  	
   

  	
  $

  	
  41,625

  	
   

  
	
  0035407-006

  	
   

  	
  EMBRY-RIDDLE AERONAUTICAL

  	
   

  	
  $

  	
  721,474

  	
   

  
	
  0035407-009

  	
   

  	
  EMBRY-RIDDLE AERONAUTICAL

  	
   

  	
  $

  	
  46,718

  	
   

  
	
  0035407-012

  	
   

  	
  EMBRY-RIDDLE AERONAUTICAL

  	
   

  	
  $

  	
  178,444

  	
   

  
	
  0035407-013

  	
   

  	
  EMBRY-RIDDLE AERONAUTICAL

  	
   

  	
  $

  	
  43,513

  	
   

  
	
  0035407-014

  	
   

  	
  EMBRY-RIDDLE AERONAUTICAL

  	
   

  	
  $

  	
  350,801

  	
   

  
	
  0035407-015

  	
   

  	
  EMBRY-RIDDLE AERONAUTICAL

  	
   

  	
  $

  	
  180,683

  	
   

  
	
  0035407-016

  	
   

  	
  EMBRY-RIDDLE AERONAUTICAL

  	
   

  	
  $

  	
  255,288

  	
   

  
	
  0035407-017

  	
   

  	
  EMBRY-RIDDLE AERONAUTICAL

  	
   

  	
  $

  	
  180,421

  	
   

  
	
  0035407-018

  	
   

  	
  EMBRY-RIDDLE AERONAUTICAL

  	
   

  	
  $

  	
  553,245

  	
   

  
	
  0035407-020

  	
   

  	
  EMBRY-RIDDLE AERONAUTICAL

  	
   

  	
  $

  	
  856,833

  	
   

  
	
  0035407-021

  	
   

  	
  EMBRY-RIDDLE AERONAUTICAL

  	
   

  	
  $

  	
  108,209

  	
   

  
	
  0035407-022

  	
   

  	
  EMBRY-RIDDLE AERONAUTICAL

  	
   

  	
  $

  	
  432,938

  	
   

  
	
  0035407-023

  	
   

  	
  EMBRY-RIDDLE AERONAUTICAL

  	
   

  	
  $

  	
  757,642

  	
   

  
	
  0035407-024

  	
   

  	
  EMBRY-RIDDLE AERONAUTICAL

  	
   

  	
  $

  	
  651,382

  	
   

  
	
  0035407-025

  	
   

  	
  EMBRY-RIDDLE AERONAUTICAL

  	
   

  	
  $

  	
  184,163

  	
   

  
	
  0035407-026

  	
   

  	
  EMBRY-RIDDLE AERONAUTICAL

  	
   

  	
  $

  	
  368,279

  	
   

  
	
  0035407-027

  	
   

  	
  EMBRY-RIDDLE AERONAUTICAL

  	
   

  	
  $

  	
  197,595

  	
   

  
	
  0035407-028

  	
   

  	
  EMBRY-RIDDLE AERONAUTICAL

  	
   

  	
  $

  	
  1,071,494

  	
   

  
	
  0035407-029

  	
   

  	
  EMBRY-RIDDLE AERONAUTICAL

  	
   

  	
  $

  	
  896,042

  	
   

  
	
  0035407-030

  	
   

  	
  EMBRY-RIDDLE AERONAUTICAL

  	
   

  	
  $

  	
  604,402

  	
   

  
	
  0035407-031

  	
   

  	
  EMBRY-RIDDLE AERONAUTICAL

  	
   

  	
  $

  	
  601,203

  	
   

  
	
  0035407-032

  	
   

  	
  EMBRY-RIDDLE AERONAUTICAL

  	
   

  	
  $

  	
  1,226,109

  	
   

  
	
  0035407-033

  	
   

  	
  EMBRY-RIDDLE AERONAUTICAL

  	
   

  	
  $

  	
  901,688

  	
   

  
	
  0035407-034

  	
   

  	
  EMBRY-RIDDLE AERONAUTICAL

  	
   

  	
  $

  	
  1,482,712

  	
   

  
	
  0035407-035

  	
   

  	
  EMBRY-RIDDLE AERONAUTICAL

  	
   

  	
  $

  	
  696,890

  	
   

  
	
  0035407-036

  	
   

  	
  EMBRY-RIDDLE AERONAUTICAL

  	
   

  	
  $

  	
  707,201

  	
   

  
	
  0035407-037

  	
   

  	
  EMBRY-RIDDLE AERONAUTICAL

  	
   

  	
  $

  	
  238,403

  	
   

  
	
  0035407-038

  	
   

  	
  EMBRY-RIDDLE AERONAUTICAL

  	
   

  	
  $

  	
  238,773

  	
   

  
	
  0035407-039

  	
   

  	
  EMBRY-RIDDLE AERONAUTICAL

  	
   

  	
  $

  	
  238,412

  	
   

  
	
  0035407-043

  	
   

  	
  EMBRY-RIDDLE AERONAUTICAL

  	
   

  	
  $

  	
  240,447

  	
   

  
	
  0035407-044

  	
   

  	
  EMBRY-RIDDLE AERONAUTICAL

  	
   

  	
  $

  	
  370,431

  	
   

  
	
  0035407-045

  	
   

  	
  EMBRY-RIDDLE AERONAUTICAL

  	
   

  	
  $

  	
  247,446

  	
   

  
	
  0035407-046

  	
   

  	
  EMBRY-RIDDLE AERONAUTICAL

  	
   

  	
  $

  	
  249,527

  	
   

  



 


1

















 


	
  LEASE

  SCHEDULE

  IER

  	
   

  	
  CUSTOMER
  NAME

  	
   

  	
  NAV as of

  4/30/04

  	
   

  
	
  0035407-047

  	
   

  	
  EMBRY-RIDDLE
  AERONAUTICAL

  	
   

  	
  $

  	
  125,596

  	
   

  
	
  0035407-048

  	
   

  	
  EMBRY-RIDDLE
  AERONAUTICAL

  	
   

  	
  $

  	
  311,083

  	
   

  
	
  0035407-049

  	
   

  	
  EMBRY-RIDDLE
  AERONAUTICAL

  	
   

  	
  $

  	
  155,536

  	
   

  
	
  0035407-051

  	
   

  	
  EMBRY-RIDDLE
  AERONAUTICAL

  	
   

  	
  $

  	
  156,804

  	
   

  
	
  0035407-052

  	
   

  	
  EMBRY-RIDDLE
  AERONAUTICAL

  	
   

  	
  $

  	
  316,153

  	
   

  
	
  0035407-053

  	
   

  	
  EMBRY-RIDDLE
  AERONAUTICAL

  	
   

  	
  $

  	
  316,161

  	
   

  
	
  0035407-054

  	
   

  	
  EMBRY-RIDDLE
  AERONAUTICAL

  	
   

  	
  $

  	
  316,161

  	
   

  
	
  0035407-101

  	
   

  	
  EMBRY-RIDDLE
  AERONAUTICAL

  	
   

  	
  $

  	
  7,538

  	
   

  
	
  0035407-112

  	
   

  	
  EMBRY-RIDDLE
  AERONAUTICAL

  	
   

  	
  $

  	
  52,338

  	
   

  
	
  0035407-115

  	
   

  	
  EMBRY-RIDDLE
  AERONAUTICAL

  	
   

  	
  $

  	
  12,564

  	
   

  
	
  0035407-128

  	
   

  	
  EMBRY-RIDDLE
  AERONAUTICAL

  	
   

  	
  $

  	
  72,163

  	
   

  
	
  0037559-001

  	
   

  	
  EMBRY-RIDDLE
  AERONAUTICAL

  	
   

  	
  $

  	
  2,993,732

  	
   

  
	
  0032079-004

  	
   

  	
  FEDERAL-MOGUL CORPORATION

  	
   

  	
  $

  	
  18,228,235

  	
   

  
	
  0034730-003

  	
   

  	
  FEDERAL-MOGUL CORPORATION

  	
   

  	
  $

  	
  2,271,674

  	
   

  
	
  0040541-001

  	
   

  	
  GREAT DANE AIRLINE, INC.

  	
   

  	
   

  	
  HFSOL

  	
   

  
	
  0042045-001

  	
   

  	
  GLOBAL AIR CHARTER, INC

  	
   

  	
   

  	
  HFSOL

  	
   

  
	
  0041341-001

  	
   

  	
  GLOBAL
  FITTNESS HOLDINGS

  	
   

  	
  $

  	
  4,231,759

  	
   

  
	
  0034074-002

  	
   

  	
  GREAT LAKES
  DREDGE & DOCK CO.

  	
   

  	
  $

  	
  4,007,917

  	
   

  
	
  0034074-003

  	
   

  	
  GREAT LAKES
  DREDGE & DOCK CO.

  	
   

  	
  $

  	
  1,973,390

  	
   

  
	
  0034074-008

  	
   

  	
  GREAT LAKES
  DREDGE & DOCK CO.

  	
   

  	
  $

  	
  7,985,662

  	
   

  
	
  0034074-009

  	
   

  	
  GREAT LAKES
  DREDGE & DOCK CO.

  	
   

  	
  $

  	
  1,330,944

  	
   

  
	
  0034074-011

  	
   

  	
  GREAT LAKES
  DREDGE & DOCK CO.

  	
   

  	
  $

  	
  1,368,800

  	
   

  
	
  0034074-012

  	
   

  	
  GREAT LAKES
  DREDGE & DOCK CO.

  	
   

  	
  $

  	
  51,555,722

  	
   

  
	
  0034074-013

  	
   

  	
  GREAT LAKES
  DREDGE & DOCK CO.

  	
   

  	
  $

  	
  4,322,439

  	
   

  
	
  0034074-108

  	
   

  	
  GREAT LAKES
  DREDGE & DOCK CO.

  	
   

  	
  $

  	
  332,736

  	
   

  
	
  0034074-208

  	
   

  	
  GREAT LAKES
  DREDGE & DOCK CO.

  	
   

  	
  $

  	
  4,859,700

  	
   

  
	
  0040918-001

  	
   

  	
  H.J. HEINZ
  COMPANY

  	
   

  	
  $

  	
  19,982,362

  	
   

  
	
  0039706-004

  	
   

  	
  HAINAN
  AIRLINES CO., LTD.

  	
   

  	
  $

  	
  9,940,223

  	
   

  
	
  0039706-005

  	
   

  	
  HAINAN
  AIRLINES CO., LTD.

  	
   

  	
  $

  	
  10,484,160

  	
   

  
	
  0042601-001

  	
   

  	
  HANSEN PRERO
  AVIATION, LLC

  	
   

  	
  $

  	
  7,885,389

  	
   

  
	
  0043553-001

  	
   

  	
  HELIMED AERO
  TAXI LTDA

  	
   

  	
  $

  	
  3,014,272

  	
   

  
	
  0039448-001

  	
   

  	
  LCI SHIPHOLDING,
  INC.

  	
   

  	
  $

  	
  52,638,132

  	
   

  
	
  0039494-001

  	
   

  	
  LIDER TAXI
  AEREO S.A.

  	
   

  	
  $

  	
  1,857,234

  	
   

  
	
  0039673-001

  	
   

  	
  LUCENT
  TECHNOLOGIES, INC.

  	
   

  	
  $

  	
  21,274,458

  	
   

  
	
  0039684-001

  	
   

  	
  LUCENT
  TECHNOLOGIES, INC.

  	
   

  	
  $

  	
  22,101,864

  	
   

  
	
  0039004-001

  	
   

  	
  OMNI
  FLYS,.S.A. DE C.V.

  	
   

  	
  $

  	
  2,478,077

  	
   

  
	
  0039015-001

  	
   

  	
  OMNI
  FLYS,.S.A. DE C.V.

  	
   

  	
  $

  	
  37,037,068

  	
   

  
	
  0034718-001

  	
   

  	
  PEABODY
  WESTERN COAL CO.

  	
   

  	
  $

  	
  2,959,456

  	
   

  
	
  0032717-004

  	
   

  	
  QUEST II,
  LLC

  	
   

  	
  $

  	
  3,522,935

  	
   

  
	
  0032717-005

  	
   

  	
  QUEST II,
  LLC

  	
   

  	
  $

  	
  13,697

  	
   

  
	
  0037215-001

  	
   

  	
  RMH
  TELESERVICES, INC.

  	
   

  	
  $

  	
  2,115,007

  	
   

  
	
  0037215-002

  	
   

  	
  RMH
  TELESERVICES, INC.

  	
   

  	
  $

  	
  41,014

  	
   

  
	
  0033126-001

  	
   

  	
  ROLLS ROYCE
  CANADA LTD.

  	
   

  	
  $

  	
  1,495,482

  	
   

  
	
  0037904-001

  	
   

  	
  RX CHOICE,
  INC.

  	
   

  	
  $

  	
  15,146,935

  	
   

  
	
  0037904-002

  	
   

  	
  RX CHOICE,
  INC.

  	
   

  	
  $

  	
  9,022,765

  	
   

  
	
  0037904-003

  	
   

  	
  RX CHOICE,
  INC.

  	
   

  	
  $

  	
  9,263,822

  	
   

  
	
  0037904-004

  	
   

  	
  RX CHOICE,
  INC.

  	
   

  	
  $

  	
  3,789,545

  	
   

  
	
  0037560-003

  	
   

  	
  SCI TEXAS
  FUNERAL SERVICES

  	
   

  	
  $

  	
  11,482,923

  	
   

  
	
  0042654-001

  	
   

  	
  SERVICIOS
  INTEGRALES DE

  	
   

  	
  $

  	
  10,719,761

  	
   

  
	
  0042654-002

  	
   

  	
  SERVICIOS
  INTEGRALES DE

  	
   

  	
  $

  	
  8,706,110

  	
   

  
	
  0039717-001

  	
   

  	
  SKY KING,
  INC.

  	
   

  	
  $

  	
  2,530,350

  	
   

  
	
  0039717-002

  	
   

  	
  SKY KING, INC.

  	
   

  	
  $

  	
  2,639,286

  	
   

  
	
  0038071-001

  	
   

  	
  THE BRIDGEPORT &PORT JEFFERSON

  	
   

  	
  $

  	
  12,122,293

  	
   

  
	
  0033941-001

  	
   

  	
  TRUMP HOTELS
  & CASINO RESORTS

  	
   

  	
  $

  	
  1,490,763

  	
   

  
	
  0043132-001

  	
   

  	
  VITESSE
  CORPORATION

  	
   

  	
  $

  	
  4,733,318

  	
   

  
	
  0039505-001

  	
   

  	
  WATERMAN
  STEAMSHIP CORP.

  	
   

  	
  $

  	
  35,901,689

  	
   

  
	
  0035859-001

  	
   

  	
  WINGS
  VENTURES LIMITED

  	
   

  	
  $

  	
  16,767,797

  	
   

  
	
  0035859-002

  	
   

  	
  WINGS
  VENTURES LIMITED

  	
   

  	
  $

  	
  656,153

  	
   

  
	
  0035859-003

  	
   

  	
  WINGS
  VENTURES LIMITED

  	
   

  	
  $

  	
  650,539

  	
   

  
	
  0035859-004

  	
   

  	
  WINGS
  VENTURES LIMITED

  	
   

  	
  $

  	
  1,101,252

  	
   

  
	
  0039584-001

  	
   

  	
  XEROX CORPORATION

  	
   

  	
  $

  	
  14,729,035

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Total

  	
   

  	
  $

  	
  652,412,324

  	
   

  



 


2

















 


SCHEDULE 2.2


 


BUYER TRANSACTION DOCUMENTS


 


A.            INITIAL
CLOSING DATE DELIVERIES:


 


1.             Master
Assignment and Assumption Agreement.


 


2.             Servicing
Agreement.


 


3.             Transition
Services Agreement.


 


4.             Option
Agreement.


 


5.             Each
agreement, instrument, certificate or other instrument as any Seller shall
reasonably request for purposes of consummating the transactions contemplated
by this Agreement, including, without limitation, any FAA document, assumption
agreement, consent agreement, purchase agreement, quiet enjoyment agreement,
non-disturbance agreement, limited power of attorney, title document or other
similar documentation.


 


B.            SUBSEQUENT
CLOSING DATE DELIVERIES:  With
respect to the Deferred Assets, each agreement, instrument, certificate or
other instrument as any Seller shall reasonably request for purposes of
consummating the transactions contemplated by this Agreement, including,
without limitation, any master assignment and assumption agreement, servicing
agreement, transition services agreement, FAA document, assumption agreement,
consent agreement, purchase agreement, quiet enjoyment agreement,
non-disturbance agreement, limited power of attorney, title document or other
similar documentation.


 


1.             Master
Assignment and Assumption Agreement.


 


1

















 


SCHEDULE 2.3


 


SELLER TRANSACTION DOCUMENTS


 


A.            INITIAL
CLOSING DATE DELIVERIES:


 


1.             Master
Assignment and Assumption Agreement.


 


2.             Bill
of Sale.


 


3.             Servicing
Agreement.


 


4.             Transition
Services Agreement.


 


5.             Option
Agreement.


 


6.             With
respect to each Seller, each agreement, instrument, certificate or other
instrument as Buyer shall reasonably request for purposes of consummating the
transactions contemplated by this Agreement, including, without limitation, any
allonge, stock power, FAA document, bill of sale, limited power of attorney,
assumption agreement, consent agreement, purchase agreement, title document or
other similar documentation.


 


B.            SUBSEQUENT
CLOSING DATE DELIVERIES:  With
respect to the Deferred Assets, each agreement, instrument, certificate or
other instrument as any Seller shall reasonably request for purposes of
consummating the transactions contemplated by this Agreement, including,
without limitation, any master assignment and assumption agreement, bill of sale,
allonge, stock power, servicing agreement, transition services agreement, FAA
document, assumption agreement, consent agreement, purchase agreement, limited
power of attorney, title document or other similar documentation.


 


1.             Master
Assignment and Assumption Agreement.


 


2.             Bill
of Sale.


 


 


2

















 


Schedule 3.1(b)


 


Sellers’ Conflicts


 


1.     All
aircraft and related title documents covered by the Agreement or by a Seller
Transaction Document will need to be registered with the proper Governmental
Authority.


 


2.     All
vessels and related title documents covered by the Agreement or by a Seller
Transaction Document will need to be registered with the proper Governmental
Authority.


 


3.     All
motor vehicles (including trucks and trailers) covered by the Agreement or by a
Seller Transaction Document will need to be registered/titled with the proper
Governmental Authority.


 


4.     All
railroad rolling stock covered by the Agreement or by a Seller Transaction
Document will need to be registered/titled with the proper Governmental Authority.


 


5.     Filing
with the Brazilian Administrative Council for Economic Defense under the
Brazilian Antitrust Law.


 


6.     Filing
with the Mexican Federal Competition Commission under the Mexican Federal Law
on Economic Competition.


 


7.     Filing
with the Canadian Commissioner of Competition under the Canadian Competition
Act, subject to further review.


 

















 


 


Schedule 3.1(c)


 


Financial Statements – Income Statement


 


BOEING CAPITAL CORPORATION

COMMERCIAL FINANCIAL SERVICES SEGMENT

INCOME STATEMENT

31-Dec-03

(Dollars in Millions)


 


	
   

  	
   

  	
  2003 YTD

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  REVENUE

  	
   

  	
   

  	
   

  
	
  Finance Lease Income

  	
   

  	
  $

  	
  63.8

  	
   

  
	
  Interest Income

  	
   

  	
  54.0

  	
   

  
	
  Operating Lease Income

  	
   

  	
  96.9

  	
   

  
	
  Gain (loss) on Disposal or Re-lease of
  Assets

  	
   

  	
  8.9

  	
   

  
	
  Other

  	
   

  	
  5.4

  	
   

  
	
  Total Revenue

  	
   

  	
  229.0

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  DIRECT EXPENSES

  	
   

  	
   

  	
   

  
	
  Interest and Debt Expense

  	
   

  	
  83.9

  	
   

  
	
  Depreciation Expense on Financing Assets

  	
   

  	
  48.1

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Spread

  	
   

  	
  97.0

  	
   

  
	
  Provision for Credit Losses

  	
   

  	
  18.4

  	
   

  
	
  Net Margin

  	
   

  	
  78.6

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  G&A AND OTHER EXPENSES

  	
   

  	
   

  	
   

  
	
  Direct

  	
   

  	
  9.4

  	
   

  
	
  Allocated

  	
   

  	
  9.6

  	
   

  
	
  Asset Impairment Expenses

  	
   

  	
  3.9

  	
   

  
	
  Other Expenses

  	
   

  	
  4.5

  	
   

  
	
  Total G&A and Other Expenses

  	
   

  	
  27.4

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Income Before Tax

  	
   

  	
  51.2

  	
   

  
	
  Provision for Income Tax

  	
   

  	
  17.2

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Net Income

  	
   

  	
  $

  	
  34.0

  	
   

  



 

















 


Schedule 3.1(c)


 


Financial Statements – Balance Sheet


 


BOEING CAPITAL CORPORATION

COMMERCIAL FINANCIAL SERVICES SEGMENT

BALANCE SHEET

AS OF December 31, 2003

(Dollars in Millions)




 


 


	
   

  	
   

  	
  December
  31,

  2003

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ASSETS

  	
   

  	
   

  	
   

  
	
  Cash and Cash Equivalents

  	
   

  	
  $

  	
  132.5

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Financing Assets:

  	
   

  	
   

  	
   

  
	
  Direct Financing Leases

  	
   

  	
  724.3

  	
   

  
	
  Notes Receivable

  	
   

  	
  750.4

  	
   

  
	
  Leveraged Leases

  	
   

  	
  —

  	
   

  
	
  Total Financing Assets

  	
   

  	
  1,474.7

  	
   

  
	
  Reserve for Credit Losses

  	
   

  	
  (48.4

  	
  )

  
	
  Total Financing Assets less Reserve for
  Credit Losses

  	
   

  	
  1,426.3

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Other Financial Assets:

  	
   

  	
   

  	
   

  
	
  Operating Leases

  	
   

  	
  729.0

  	
   

  
	
  Investments

  	
   

  	
  —

  	
   

  
	
  Equipment Held for Sale or Re-lease

  	
   

  	
  46.0

  	
   

  
	
  Total Other Financial Assets

  	
   

  	
  775.0

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Other Assets

  	
   

  	
  32.2

  	
   

  
	
  Notes and Accounts with Boeing

  	
   

  	
  —

  	
   

  
	
  Total Assets

  	
   

  	
  2,366.0

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  LIABILITIES AND SHAREHOLDER’S EQUITY

  	
   

  	
   

  	
   

  
	
  Liabilities:

  	
   

  	
   

  	
   

  
	
  Notes and Accounts with Boeing

  	
   

  	
  10.7

  	
   

  
	
  Accts Payable & Accrued Expense

  	
   

  	
  8.8

  	
   

  
	
  Interest Payable

  	
   

  	
  18.4

  	
   

  
	
  Other Liabilities

  	
   

  	
  16.7

  	
   

  
	
  Deferred Tax

  	
   

  	
  229.7

  	
   

  
	
  Debt

  	
   

  	
  1,746.8

  	
   

  
	
  Total Liabilities

  	
   

  	
  2,031.1

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Shareholder’s Equity

  	
   

  	
  334.9

  	
   

  
	
  Total Liabilities and Shareholder’s Equity

  	
   

  	
  $

  	
  2,366.0

  	
   

  



 

















 


Schedule 3.1(f)


 


Governmental Permits


 


	
  No.

  	
   

  	
  State

  	
   

  	
  JURISDICTIONS
  REGISTERED

  FOR SALES TAX

  	
   

  	
  Account

  	
   

  	
  CO

  	
   

  	
  Filing
  Frequency

  	
   

  
	
  1

  	
   

  	
  AL

  	
   

  	
  ALABAMA
  STATE DEPT. OF REV.

  	
   

  	
  7668-00804

  	
   

  	
  ELC

  	
   

  	
  MONTHLY

  	
   

  
	
  2

  	
   

  	
  AL

  	
   

  	
  CITY OF
  HUNTSVILLE, ALABAMA

  	
   

  	
  307788

  	
   

  	
  ELC

  	
   

  	
  MONTHLY

  	
   

  
	
  3

  	
   

  	
  AR

  	
   

  	
  ARKANSAS
  DEPT. OF FINANCE

  	
   

  	
  0024753-76-001

  	
   

  	
  ELC

  	
   

  	
  MONTHLY

  	
   

  
	
  4

  	
   

  	
  AZ

  	
   

  	
  ARIZONA
  DEPT. OF REVENUE

  	
   

  	
  07-096231-V

  	
   

  	
  ELC

  	
   

  	
  MONTHLY

  	
   

  
	
  5

  	
   

  	
  AZ

  	
   

  	
  CITY OF
  CHANDLER

  	
   

  	
  E126

  	
   

  	
  ELC

  	
   

  	
  MONTHLY

  	
   

  
	
  6

  	
   

  	
  AZ

  	
   

  	
  CITY OF
  FLAGSTAFF

  	
   

  	
  80221252-M

  	
   

  	
  ELC

  	
   

  	
  MONTHLY

  	
   

  
	
  7

  	
   

  	
  AZ

  	
   

  	
  CITY OF
  GLENDALE

  	
   

  	
  100007473

  	
   

  	
  ELC

  	
   

  	
  QUARTERLY

  	
   

  
	
  8

  	
   

  	
  AZ

  	
   

  	
  CITY OF
  NOGALES

  	
   

  	
  4889

  	
   

  	
  ELC

  	
   

  	
  ANNUAL

  	
   

  
	
  9

  	
   

  	
  AZ

  	
   

  	
  CITY OF
  PEORIA

  	
   

  	
  5619

  	
   

  	
  ELC

  	
   

  	
  ANNUAL

  	
   

  
	
  10

  	
   

  	
  AZ

  	
   

  	
  CITY OF
  PRESCOTT

  	
   

  	
  2-90801-10

  	
   

  	
  ELC

  	
   

  	
  ANNUAL

  	
   

  
	
  11

  	
   

  	
  AZ

  	
   

  	
  CITY OF
  SCOTTSDALE

  	
   

  	
  103428

  	
   

  	
  ELC

  	
   

  	
  QUARTERLY

  	
   

  
	
  12

  	
   

  	
  AZ

  	
   

  	
  CITY OF
  TEMPE

  	
   

  	
  9242

  	
   

  	
  ELC

  	
   

  	
  QUARTERLY

  	
   

  
	
  13

  	
   

  	
  AZ

  	
   

  	
  CITY OF
  TUCSON

  	
   

  	
  0064335

  	
   

  	
  ELC

  	
   

  	
  ANNUAL

  	
   

  
	
  14

  	
   

  	
  AZ

  	
   

  	
  CITY
  TREASURER - PHOENIX

  	
   

  	
  74021545S

  	
   

  	
  ELC

  	
   

  	
  MONTHLY

  	
   

  
	
  15

  	
   

  	
  CA

  	
   

  	
  CA. STATE
  BOARD OF EQUAL.

  	
   

  	
  SR SAB 16-638381

  	
   

  	
  ELC

  	
   

  	
  MONTHLY

  	
   

  
	
  16

  	
   

  	
  CO

  	
   

  	
  COLORADO
  DEPT. OF REVENUE

  	
   

  	
  80-20685

  	
   

  	
  ELC

  	
   

  	
  MONTHLY

  	
   

  
	
  17

  	
   

  	
  CO

  	
   

  	
  CITY OF
  ARVADA

  	
   

  	
  1598100

  	
   

  	
  ELC

  	
   

  	
  QUARTERLY

  	
   

  
	
  18

  	
   

  	
  CO

  	
   

  	
  CITY OF
  BOULDER

  	
   

  	
  0-30284-2

  	
   

  	
  ELC

  	
   

  	
  MONTHLY

  	
   

  
	
  19

  	
   

  	
  CO

  	
   

  	
  CITY OF
  BRECKENRIDGE

  	
   

  	
  7454-1-30-00

  	
   

  	
  ELC

  	
   

  	
  MONTHLY

  	
   

  
	
  20

  	
   

  	
  CO

  	
   

  	
  CITY OF
  COMMERCE

  	
   

  	
  6488

  	
   

  	
  ELC

  	
   

  	
  ANNUAL

  	
   

  
	
  21

  	
   

  	
  CO

  	
   

  	
  CITY OF
  DURANGO

  	
   

  	
  920268

  	
   

  	
  ELC

  	
   

  	
  MONTHLY

  	
   

  
	
  22

  	
   

  	
  CO

  	
   

  	
  CITY OF
  ENGLEWOOD

  	
   

  	
  10960-3

  	
   

  	
  ELC

  	
   

  	
  ANNUAL

  	
   

  
	
  23

  	
   

  	
  CO

  	
   

  	
  CITY OF FORT
  COLLINS

  	
   

  	
  24032

  	
   

  	
  ELC

  	
   

  	
  QUARTERLY

  	
   

  
	
  24

  	
   

  	
  CO

  	
   

  	
  CITY OF FORT
  LUPTON

  	
   

  	
   

  	
   

  	
  ELC

  	
   

  	
  ANNUAL

  	
   

  
	
  25

  	
   

  	
  CO

  	
   

  	
  CITY OF
  GLENDALE

  	
   

  	
  0343

  	
   

  	
  ELC

  	
   

  	
  QUARTERLY

  	
   

  
	
  26

  	
   

  	
  CO

  	
   

  	
  CITY OF
  GRAND JUNCTION

  	
   

  	
  15775-1

  	
   

  	
  ELC

  	
   

  	
  MONTHLY

  	
   

  
	
  27

  	
   

  	
  CO

  	
   

  	
  CITY OF
  LAJUNTA

  	
   

  	
  1266

  	
   

  	
  ELC

  	
   

  	
  ANNUAL

  	
   

  
	
  28

  	
   

  	
  CO

  	
   

  	
  CITY OF
  LAKEWOOD

  	
   

  	
  12499

  	
   

  	
  ELC

  	
   

  	
  QUARTERLY

  	
   

  
	
  29

  	
   

  	
  CO

  	
   

  	
  CITY OF
  LITTLETON

  	
   

  	
  2-03844

  	
   

  	
  ELC

  	
   

  	
  OCCASIONAL

  	
   

  
	
  30

  	
   

  	
  CO

  	
   

  	
  CITY OF
  LONGMONT

  	
   

  	
  1-10755-0188

  	
   

  	
  ELC

  	
   

  	
  MONTHLY

  	
   

  
	
  31

  	
   

  	
  CO

  	
   

  	
  CITY OF
  LOUISVILLE

  	
   

  	
  L0118

  	
   

  	
  ELC

  	
   

  	
  ANNUAL

  	
   

  
	
  32

  	
   

  	
  CO

  	
   

  	
  CITY OF MESA

  	
   

  	
  21765

  	
   

  	
  ELC

  	
   

  	
  ANNUAL

  	
   

  
	
  33

  	
   

  	
  CO

  	
   

  	
  CITY OF
  WHEAT RIDGE

  	
   

  	
  01440

  	
   

  	
  ELC

  	
   

  	
  ANNUAL

  	
   

  
	
  34

  	
   

  	
  CO

  	
   

  	
  CITY OF
  WOODLAND PARK

  	
   

  	
  000446

  	
   

  	
  ELC

  	
   

  	
  ANNUAL

  	
   

  
	
  35

  	
   

  	
  CO

  	
   

  	
  CITY
  WESTMINISTER

  	
   

  	
  1159701-03

  	
   

  	
  ELC

  	
   

  	
  ANNUAL

  	
   

  
	
  36

  	
   

  	
  CO

  	
   

  	
  CITY/COUNTY
  OF DENVER

  	
   

  	
  0048502

  	
   

  	
  ELC

  	
   

  	
  MONTHLY

  	
   

  
	
  37

  	
   

  	
  CO

  	
   

  	
  TOWN OF
  WINTER PARK

  	
   

  	
  6032

  	
   

  	
  ELC

  	
   

  	
  OCCASIONAL

  	
   

  
	
  38

  	
   

  	
  CT

  	
   

  	
  CONNECTICUT
  DEPT. OF REV.

  	
   

  	
  0886721-000

  	
   

  	
  ELC

  	
   

  	
  ANNUAL

  	
   

  
	
  39

  	
   

  	
  DC

  	
   

  	
  D.C.
  TREASURER/SALES TAX

  	
   

  	
  350000008707

  	
   

  	
  ELC

  	
   

  	
  ANNUAL

  	
   

  
	
  40

  	
   

  	
  DE

  	
   

  	
  DELAWARE
  DEPT. OF REVENUE

  	
   

  	
  1-952801432

  	
   

  	
  ELC

  	
   

  	
  QUARTERLY

  	
   

  
	
  41

  	
   

  	
  FL

  	
   

  	
  FLORIDA
  DEPT. OF REVENUE

  	
   

  	
  78-04-020442-61

  	
   

  	
  ELC

  	
   

  	
  MONTHLY

  	
   

  



 

















 


	
  No.

  	
   

  	
  State

  	
   

  	
  JURISDICTIONS
  REGISTERED

  FOR SALES TAX

  	
   

  	
  Account

  	
   

  	
  CO

  	
   

  	
  Filing
  Frequency

  	
   

  
	
  42

  	
   

  	
  GA

  	
   

  	
  GEORGIA
  DEPT. OF REVENUE

  	
   

  	
  175-61-12108-3

  	
   

  	
  ELC

  	
   

  	
  MONTHLY

  	
   

  
	
  43

  	
   

  	
  HI

  	
   

  	
  HAWAII DEPT.
  OF TAXATION

  	
   

  	
  10227370

  	
   

  	
  ELC

  	
   

  	
  MONTHLY

  	
   

  
	
  44

  	
   

  	
  IA

  	
   

  	
  IOWA DEPT.
  OF REVENUE

  	
   

  	
  2-00-112120

  	
   

  	
  ELC

  	
   

  	
  QUARTERLY

  	
   

  
	
  45

  	
   

  	
  ID

  	
   

  	
  IDAHO TAX
  COMMISSION

  	
   

  	
  000146884-S

  	
   

  	
  ELC

  	
   

  	
  MONTHLY

  	
   

  
	
  46

  	
   

  	
  IL

  	
   

  	
  ILLINOIS
  DEPT. OF REVENUE

  	
   

  	
  0269-5316

  	
   

  	
  ELC

  	
   

  	
  MONTHLY

  	
   

  
	
  47

  	
   

  	
  IL

  	
   

  	
  CITY OF
  CHICAGO

  	
   

  	
  213206

  	
   

  	
  ELC

  	
   

  	
  MONTHLY

  	
   

  
	
  48

  	
   

  	
  IN

  	
   

  	
  INDIANA
  DEPT. OF REVENUE

  	
   

  	
  003684733-001-0

  	
   

  	
  ELC

  	
   

  	
  MONTHLY

  	
   

  
	
  49

  	
   

  	
  KA

  	
   

  	
  KANSAS DEPT.
  OF REVENUE

  	
   

  	
  115-0777

  	
   

  	
  ELC

  	
   

  	
  MONTHLY

  	
   

  
	
  50

  	
   

  	
  KY

  	
   

  	
  COMMONWEALTH
  OF KENTUCKY

  	
   

  	
  113415

  	
   

  	
  ELC

  	
   

  	
  ANNUAL

  	
   

  
	
  51

  	
   

  	
  LA

  	
   

  	
  LOUISIANA
  DEPT. OF REV.

  	
   

  	
  0756155-001

  	
   

  	
  ELC

  	
   

  	
  MONTHLY

  	
   

  
	
  52

  	
   

  	
  LA

  	
   

  	
  ACADIA
  PARISH SCHOOL BOARD

  	
   

  	
  610257

  	
   

  	
  ELC

  	
   

  	
  ANNUAL

  	
   

  
	
  53

  	
   

  	
  LA

  	
   

  	
  BEAUREGARD
  PSH SHERIFF’S DT.

  	
   

  	
  00164140

  	
   

  	
  ELC

  	
   

  	
  OCCASIONAL

  	
   

  
	
  54

  	
   

  	
  LA

  	
   

  	
  BIENVILLE
  PARISH SALES & USE TAX

  	
   

  	
  12-04237

  	
   

  	
  ELC

  	
   

  	
  MONTHLY

  	
   

  
	
  55

  	
   

  	
  LA

  	
   

  	
  BOGALUSA SCL
  & WASH PARISH

  	
   

  	
  1762

  	
   

  	
  ELC

  	
   

  	
  OCCASIONAL

  	
   

  
	
  56

  	
   

  	
  LA

  	
   

  	
  BOSSIER
  PARISH SCH BRD

  	
   

  	
  610208

  	
   

  	
  ELC

  	
   

  	
  MONTHLY

  	
   

  
	
  57

  	
   

  	
  LA

  	
   

  	
  CADDO
  SHREVEPORT TAX COMM.

  	
   

  	
  11171

  	
   

  	
  ELC

  	
   

  	
  MONTHLY

  	
   

  
	
  58

  	
   

  	
  LA

  	
   

  	
  CALCASIEU
  PARISH SCH BRD

  	
   

  	
  00014073

  	
   

  	
  ELC

  	
   

  	
  OCCASIONAL

  	
   

  
	
  59

  	
   

  	
  LA

  	
   

  	
  CITY OF
  ABBEVILLE

  	
   

  	
  11175

  	
   

  	
  ELC

  	
   

  	
  OCCASIONAL

  	
   

  
	
  60

  	
   

  	
  LA

  	
   

  	
  CITY OF
  BATON ROUGE

  	
   

  	
  4031290-1

  	
   

  	
  ELC

  	
   

  	
  OCCASIONAL

  	
   

  
	
  61

  	
   

  	
  LA

  	
   

  	
  CITY OF
  BOGALUSA

  	
   

  	
  6877

  	
   

  	
  ELC

  	
   

  	
  OCCASIONAL

  	
   

  
	
  62

  	
   

  	
  LA

  	
   

  	
  CITY OF
  COVINGTON

  	
   

  	
  4238

  	
   

  	
  ELC

  	
   

  	
  OCCASIONAL

  	
   

  
	
  63

  	
   

  	
  LA

  	
   

  	
  CITY OF
  DERIDDER

  	
   

  	
  0164140

  	
   

  	
  ELC

  	
   

  	
  OCCASIONAL

  	
   

  
	
  64

  	
   

  	
  LA

  	
   

  	
  CITY OF
  MAMOU

  	
   

  	
  11-889-711

  	
   

  	
  ELC

  	
   

  	
  OCCASIONAL

  	
   

  
	
  65

  	
   

  	
  LA

  	
   

  	
  CITY OF
  MANDEVILLE

  	
   

  	
   

  	
   

  	
  ELC

  	
   

  	
  OCCASIONAL

  	
   

  
	
  66

  	
   

  	
  LA

  	
   

  	
  CITY OF
  MINDEN

  	
   

  	
  61051

  	
   

  	
  ELC

  	
   

  	
  OCCASIONAL

  	
   

  
	
  67

  	
   

  	
  LA

  	
   

  	
  CITY OF
  MONROE

  	
   

  	
  472205

  	
   

  	
  ELC

  	
   

  	
  MONTHLY

  	
   

  
	
  68

  	
   

  	
  LA

  	
   

  	
  CITY OF
  THIBODAUX

  	
   

  	
  292-099-02129

  	
   

  	
  ELC

  	
   

  	
  OCCASIONAL

  	
   

  
	
  69

  	
   

  	
  LA

  	
   

  	
  EAST CARROLL
  PARISH

  	
   

  	
  5-000300-M

  	
   

  	
  ELC

  	
   

  	
  OCCASIONAL

  	
   

  
	
  70

  	
   

  	
  LA

  	
   

  	
  FRANKLIN
  PARISH SCHOOL BOARD

  	
   

  	
   

  	
   

  	
  ELC

  	
   

  	
  OCCASIONAL

  	
   

  
	
  71

  	
   

  	
  LA

  	
   

  	
  H. LEE
  PARISH OF JEFFERSON

  	
   

  	
  50-05325-3

  	
   

  	
  ELC

  	
   

  	
  QUARTERLY

  	
   

  
	
  72

  	
   

  	
  LA

  	
   

  	
  IBERIA
  PARISH SCHOOL BOARD

  	
   

  	
  0793

  	
   

  	
  ELC

  	
   

  	
  OCCASIONAL

  	
   

  
	
  73

  	
   

  	
  LA

  	
   

  	
  JACKSON
  PARISH

  	
   

  	
  22-01403

  	
   

  	
  ELC

  	
   

  	
  MONTHLY

  	
   

  
	
  74

  	
   

  	
  LA

  	
   

  	
  LAYFAYETTE
  PARISH SCH BRD

  	
   

  	
  650-00-61-12806

  	
   

  	
  ELC

  	
   

  	
  OCCASIONAL

  	
   

  
	
  75

  	
   

  	
  LA

  	
   

  	
  LIVINGSTON
  PARISH SCH BRD

  	
   

  	
  650-13-06283

  	
   

  	
  ELC

  	
   

  	
  OCCASIONAL

  	
   

  
	
  76

  	
   

  	
  LA

  	
   

  	
  MADISON
  PARISH SCHOOL BOARD

  	
   

  	
  09-00437

  	
   

  	
  ELC

  	
   

  	
  OCCASIONAL

  	
   

  
	
  77

  	
   

  	
  LA

  	
   

  	
  NEW ORLEANS
  DEPT. OF FIN.

  	
   

  	
  101184471 34

  	
   

  	
  ELC

  	
   

  	
  MONTHLY

  	
   

  
	
  78

  	
   

  	
  LA

  	
   

  	
  PARISH OF
  ALLEN

  	
   

  	
  37-00938

  	
   

  	
  ELC

  	
   

  	
  OCCASIONAL

  	
   

  
	
  79

  	
   

  	
  LA

  	
   

  	
  PARISH OF
  ASCENSION

  	
   

  	
  00-0-7516

  	
   

  	
  ELC

  	
   

  	
  MONTHLY

  	
   

  
	
  80

  	
   

  	
  LA

  	
   

  	
  PARISH OF
  AVOYELLES

  	
   

  	
  316-5874

  	
   

  	
  ELC

  	
   

  	
  OCCASIONAL

  	
   

  
	
  81

  	
   

  	
  LA

  	
   

  	
  PARISH OF
  EVANGELINE / MAMOU

  	
   

  	
  0000214

  	
   

  	
  ELC

  	
   

  	
  OCCASIONAL

  	
   

  
	
  82

  	
   

  	
  LA

  	
   

  	
  PARISH OF
  JEFFERSON DAVIS

  	
   

  	
  011-6479

  	
   

  	
  ELC

  	
   

  	
  OCCASIONAL

  	
   

  
	
  83

  	
   

  	
  LA

  	
   

  	
  PARISH OF
  RICHLAND

  	
   

  	
  0909772

  	
   

  	
  ELC

  	
   

  	
  OCCASIONAL

  	
   

  
	
  84

  	
   

  	
  LA

  	
   

  	
  PARISH OF
  ST. MARY

  	
   

  	
  73A 8900 08572

  	
   

  	
  ELC

  	
   

  	
  ANNUAL

  	
   

  



 

















 


	
  No.

  	
   

  	
  State

  	
   

  	
  JURISDICTIONS
  REGISTERED

  FOR SALES TAX

  	
   

  	
  Account

  	
   

  	
  CO

  	
   

  	
  Filing
  Frequency

  	
   

  
	
  85

  	
   

  	
  LA

  	
   

  	
  PARISH OF
  ST. TAMMANY / SLIDELL

  	
   

  	
  48-03-0226

  	
   

  	
  ELC

  	
   

  	
  OCCASIONAL

  	
   

  
	
  86

  	
   

  	
  LA

  	
   

  	
  PARISH OF
  TANGIPAHOA

  	
   

  	
  0004119

  	
   

  	
  ELC

  	
   

  	
  OCCASIONAL

  	
   

  
	
  87

  	
   

  	
  LA

  	
   

  	
  PARISH OF
  TENSAS

  	
   

  	
  2-001195

  	
   

  	
  ELC

  	
   

  	
  OCCASIONAL

  	
   

  
	
  88

  	
   

  	
  LA

  	
   

  	
  PARISH OF
  TERREBONNE

  	
   

  	
  650-05G61-08915 X

  	
   

  	
  ELC

  	
   

  	
  OCCASIONAL

  	
   

  
	
  89

  	
   

  	
  LA

  	
   

  	
  PLAQUEMINES
  PARISH GOVERNMENT

  	
   

  	
  09514

  	
   

  	
  ELC

  	
   

  	
  MONTHLY

  	
   

  
	
  90

  	
   

  	
  LA

  	
   

  	
  RAPIDES
  PARISH

  	
   

  	
  12253

  	
   

  	
  ELC

  	
   

  	
  MONTHLY

  	
   

  
	
  91

  	
   

  	
  LA

  	
   

  	
  SAINT JAMES

  	
   

  	
  300-061-04199

  	
   

  	
  ELC

  	
   

  	
  OCCASIONAL

  	
   

  
	
  92

  	
   

  	
  LA

  	
   

  	
  SAINT LANDRY

  	
   

  	
  cert#499-61-13196

  	
   

  	
  ELC

  	
   

  	
  ANNUAL

  	
   

  
	
  93

  	
   

  	
  LA

  	
   

  	
  ST. CHARLES
  PARISH SCH BD

  	
   

  	
  86-06799

  	
   

  	
  ELC

  	
   

  	
  OCCASIONAL

  	
   

  
	
  94

  	
   

  	
  LA

  	
   

  	
  ST. JOHN THE
  BAPTIST PARISH

  	
   

  	
  480-761-9697

  	
   

  	
  ELC

  	
   

  	
  MONTHLY

  	
   

  
	
  95

  	
   

  	
  LA

  	
   

  	
  VERMILION
  PARISH SCHOOL

  	
   

  	
  008339

  	
   

  	
  ELC

  	
   

  	
  OCCASIONAL

  	
   

  
	
  96

  	
   

  	
  LA

  	
   

  	
  W. BATON
  ROUGE P’SH SCH BRD

  	
   

  	
  3330

  	
   

  	
  ELC

  	
   

  	
  ANNUAL

  	
   

  
	
  97

  	
   

  	
  LA

  	
   

  	
  WASHINGTON
  P’SH/POLICE JURY

  	
   

  	
  05-62000

  	
   

  	
  ELC

  	
   

  	
  MONTHLY

  	
   

  
	
  98

  	
   

  	
  LA

  	
   

  	
  WEBSTER
  PARISH SCHOOL BOARD

  	
   

  	
  01728

  	
   

  	
  ELC

  	
   

  	
  OCCASIONAL

  	
   

  
	
  99

  	
   

  	
  LA

  	
   

  	
  WINN
  PARISH-CITY WINNFELD

  	
   

  	
  11-02539

  	
   

  	
  ELC

  	
   

  	
  OCCASIONAL

  	
   

  
	
  100

  	
   

  	
  MA

  	
   

  	
  MASSACHUSETTS
  DEPT. OF REV.

  	
   

  	
  952-801-432*09*

  	
   

  	
  ELC

  	
   

  	
  QUARTERLY

  	
   

  
	
  101

  	
   

  	
  MD

  	
   

  	
  MARYLAND
  COMPTR.OF TREASURY

  	
   

  	
  02249849

  	
   

  	
  ELC

  	
   

  	
  QUARTERLY

  	
   

  
	
  102

  	
   

  	
  ME

  	
   

  	
  MAINE BUREAU
  OF TAXATION

  	
   

  	
  F053063

  	
   

  	
  ELC

  	
   

  	
  QUARTERLY

  	
   

  
	
  103

  	
   

  	
  MI

  	
   

  	
  MICHIGAN
  DEPT. OF REVENUE

  	
   

  	
  95-2801432

  	
   

  	
  ELC

  	
   

  	
  MONTHLY

  	
   

  
	
  104

  	
   

  	
  MN

  	
   

  	
  MINNESOTA
  DEPT. OF REVENUE

  	
   

  	
  6401912

  	
   

  	
  ELC

  	
   

  	
  MONTHLY

  	
   

  
	
  105

  	
   

  	
  MN

  	
   

  	
  CITY OF
  DULUTH

  	
   

  	
  53731000C

  	
   

  	
  ELC

  	
   

  	
  ANNUAL

  	
   

  
	
  106

  	
   

  	
  MN

  	
   

  	
  CITY OF
  MINNEAPOLIS

  	
   

  	
  6401912

  	
   

  	
  ELC

  	
   

  	
  MONTHLY

  	
   

  
	
  107

  	
   

  	
  MO

  	
   

  	
  MISSOURI
  DEPT. OF REVENUE

  	
   

  	
  11341874

  	
   

  	
  ELC

  	
   

  	
  MONTHLY

  	
   

  
	
  108

  	
   

  	
  MO

  	
   

  	
  MISSOURI
  MOTOR VEHICLE BUREAU

  	
   

  	
  LR1012

  	
   

  	
  ELC

  	
   

  	
  ANNUAL

  	
   

  
	
  109

  	
   

  	
  MS

  	
   

  	
  MISSISSIPPI
  TAX COMMISSION

  	
   

  	
  83-02264-0

  	
   

  	
  ELC

  	
   

  	
  MONTHLY

  	
   

  
	
  110

  	
   

  	
  NC

  	
   

  	
  NORTH
  CAROLINA DEPT. OF REV.

  	
   

  	
  711 9 101 14635

  	
   

  	
  ELC

  	
   

  	
  MONTHLY

  	
   

  
	
  111

  	
   

  	
  NC

  	
   

  	
  NC-MECKLENBURG
  PUBLIC TRANSPORTATION

  	
   

  	
  10114635

  	
   

  	
  ELC

  	
   

  	
  MONTHLY

  	
   

  
	
  112

  	
   

  	
  NC

  	
   

  	
  NC-MOTR
  VEHICLE LEASE & RENTAL TAX

  	
   

  	
  10114635

  	
   

  	
  ELC

  	
   

  	
  QUARTERLY

  	
   

  
	
  113

  	
   

  	
  ND

  	
   

  	
  NORTH DAKOTA

  	
   

  	
  117440 00

  	
   

  	
  ELC

  	
   

  	
  QUARTERLY

  	
   

  
	
  114

  	
   

  	
  NE

  	
   

  	
  NEBRASKA
  DEPT. OF REV.

  	
   

  	
  2 2467739 1 000

  	
   

  	
  ELC

  	
   

  	
  ANNUAL

  	
   

  
	
  115

  	
   

  	
  NE

  	
   

  	
  NEBRASKA
  DEPT. OF REV. - FORM 94

  	
   

  	
  -2467739

  	
   

  	
  ELC

  	
   

  	
  ANNUAL

  	
   

  
	
  116

  	
   

  	
  NJ

  	
   

  	
  NEW JERSEY
  SALES TAX

  	
   

  	
  952-801-432 / 000

  	
   

  	
  ELC

  	
   

  	
  MONTHLY

  	
   

  
	
  117

  	
   

  	
  NM

  	
   

  	
  NEW MEXICO
  DEPT. OF REVENUE

  	
   

  	
  01791279002

  	
   

  	
  ELC

  	
   

  	
  MONTHLY

  	
   

  
	
  118

  	
   

  	
  NV

  	
   

  	
  NEVADA DEPT.
  OF TAXATION - B/T

  	
   

  	
  659182109

  	
   

  	
  ELC

  	
   

  	
  QUARTERLY

  	
   

  
	
  119

  	
   

  	
  NV

  	
   

  	
  NEVADA DEPT.
  OF TAXATION - S/T

  	
   

  	
  480114432

  	
   

  	
  ELC

  	
   

  	
  MONTHLY

  	
   

  
	
  120

  	
   

  	
  NY

  	
   

  	
  NEW YORK
  DEPT. OF REVENUE

  	
   

  	
  95-28014322

  	
   

  	
  ELC

  	
   

  	
  MONTHLY

  	
   

  
	
  121

  	
   

  	
  OH

  	
   

  	
  OHIO DEPT.
  OF REVENUE

  	
   

  	
  99-006281(2)

  	
   

  	
  ELC

  	
   

  	
  MONTHLY

  	
   

  
	
  122

  	
   

  	
  OK

  	
   

  	
  OKLAHOMA TAX
  COMMISSION

  	
   

  	
  222018

  	
   

  	
  ELC

  	
   

  	
  MONTHLY

  	
   

  
	
  123

  	
   

  	
  PA

  	
   

  	
  COMMONWEALTH
  OF PENNSYLVANIA

  	
   

  	
  99-234572

  	
   

  	
  ELC

  	
   

  	
  MONTHLY

  	
   

  



 

















 


	
  No.

  	
   

  	
  State

  	
   

  	
  JURISDICTIONS
  REGISTERED

  FOR SALES TAX

  	
   

  	
  Account

  	
   

  	
  CO

  	
   

  	
  Filing
  Frequency

  	
   

  
	
  124

  	
   

  	
  PA

  	
   

  	
  PA
  DEPARTMENT OF REVENUE - MV

  	
   

  	
  99-234572

  	
   

  	
  ELC

  	
   

  	
  QUARTERLY

  	
   

  
	
  125

  	
   

  	
  RI

  	
   

  	
  RHODE ISLAND
  DIV. OF TAX.

  	
   

  	
  94666

  	
   

  	
  ELC

  	
   

  	
  QUARTERLY

  	
   

  
	
  126

  	
   

  	
  SC

  	
   

  	
  SOUTH
  CAROLINA TAX COMM.

  	
   

  	
  1394226-000-9

  	
   

  	
  ELC

  	
   

  	
  MONTHLY

  	
   

  
	
  127

  	
   

  	
  SD

  	
   

  	
  SOUTH DAKOTA
  DEPT. OF REVENUE

  	
   

  	
  73-010358-ST-4

  	
   

  	
  ELC

  	
   

  	
  Bi-ANNUAL

  	
   

  
	
  128

  	
   

  	
  TN

  	
   

  	
  TENNESSEE
  DEPT. OF REVENUE

  	
   

  	
  101761999

  	
   

  	
  ELC

  	
   

  	
  MONTHLY

  	
   

  
	
  129

  	
   

  	
  TX

  	
   

  	
  TEXAS
  COMPTROLLER OF ACCTS

  	
   

  	
  1-95-2801432-7

  	
   

  	
  ELC

  	
   

  	
  MONTHLY

  	
   

  
	
  130

  	
   

  	
  TX

  	
   

  	
  TEXAS
  SURCHARGE Heavy Duty Diesel

  	
   

  	
  1-95-2801432-7

  	
   

  	
  ELC

  	
   

  	
  MONTHLY

  	
   

  
	
  131

  	
   

  	
  UT

  	
   

  	
  UTAH STATE
  TAX COMMISSION

  	
   

  	
  C65298

  	
   

  	
  ELC

  	
   

  	
  QUARTERLY

  	
   

  
	
  132

  	
   

  	
  VA

  	
   

  	
  VIRGINIA
  DEPT. OF REVENUE

  	
   

  	
  000070092-4

  	
   

  	
  ELC

  	
   

  	
  MONTHLY

  	
   

  
	
  133

  	
   

  	
  VT

  	
   

  	
  STATE OF
  VERMONT

  	
   

  	
  14839

  	
   

  	
  ELC

  	
   

  	
  ANNUAL

  	
   

  
	
  134

  	
   

  	
  WA

  	
   

  	
  WASHINGTON
  DEPT. OF REVENUE

  	
   

  	
  600 1490 918

  	
   

  	
  ELC

  	
   

  	
  MONTHLY

  	
   

  
	
  135

  	
   

  	
  WI

  	
   

  	
  WISCONSIN
  DEPT. OF REVENUE

  	
   

  	
  UT04827

  	
   

  	
  ELC

  	
   

  	
  MONTHLY

  	
   

  
	
  136

  	
   

  	
  WV

  	
   

  	
  WEST
  VIRGINIA TAX COMM.

  	
   

  	
  95-280-1432-001

  	
   

  	
  ELC

  	
   

  	
  ANNUAL

  	
   

  
	
  137

  	
   

  	
  WV

  	
   

  	
  WEST
  VIRGINIA DIV. OF MV

  	
   

  	
  00096-001

  	
   

  	
  ELC

  	
   

  	
  MONTHLY

  	
   

  
	
  138

  	
   

  	
  WY

  	
   

  	
  STATE OF
  WYOMING

  	
   

  	
  24-0-01998

  	
   

  	
  ELC

  	
   

  	
  QUARTERLY

  	
   

  
	
  REGISTRATIONS / AUTHORITY TO DO BUSINESS

  
	
  139

  	
   

  	
  AL

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  ELC / BCC

  	
   

  	
   

  	
   

  
	
  140

  	
   

  	
  AZ

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  ELC

  	
   

  	
   

  	
   

  
	
  141

  	
   

  	
  CA

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  ELC / BCC

  	
   

  	
   

  	
   

  
	
  142

  	
   

  	
  DE

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  ELC / BCC

  	
   

  	
   

  	
   

  
	
  143

  	
   

  	
  FL

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  ELC

  	
   

  	
   

  	
   

  
	
  144

  	
   

  	
  IL

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  ELC / BCC

  	
   

  	
   

  	
   

  
	
  145

  	
   

  	
  KS

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  BCC

  	
   

  	
   

  	
   

  
	
  146

  	
   

  	
  MA

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  ELC

  	
   

  	
   

  	
   

  
	
  147

  	
   

  	
  MD

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  ELC / BCC

  	
   

  	
   

  	
   

  
	
  148

  	
   

  	
  MI

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  ELC

  	
   

  	
   

  	
   

  
	
  149

  	
   

  	
  MO

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  ELC

  	
   

  	
   

  	
   

  
	
  150

  	
   

  	
  NC

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  ELC / BCC

  	
   

  	
   

  	
   

  
	
  151

  	
   

  	
  OH

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  ELC / BCC

  	
   

  	
   

  	
   

  
	
  152

  	
   

  	
  OK

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  ELC

  	
   

  	
   

  	
   

  
	
  153

  	
   

  	
  OR

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  LLC

  	
   

  	
   

  	
   

  
	
  154

  	
   

  	
  PA

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  ELC

  	
   

  	
   

  	
   

  
	
  155

  	
   

  	
  TX

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  ELC / BCC

  	
   

  	
   

  	
   

  
	
  156

  	
   

  	
  WI

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  ELC

  	
   

  	
   

  	
   

  
	
  BUSINESS LICENSES / PERMITS

  	
   

  
	
  157

  	
   

  	
  AL

  	
   

  	
  MADISON
  COUNTY, ALABAMA

  	
   

  	
  105726

  	
   

  	
  ELC

  	
   

  	
   

  	
   

  
	
  158

  	
   

  	
  AL

  	
   

  	
  CITY OF
  HUNTSVILLE, ALABAMA

  	
   

  	
  18801

  	
   

  	
  ELC

  	
   

  	
   

  	
   

  
	
  159

  	
   

  	
  AZ

  	
   

  	
  CITY OF
  CHANDLER

  	
   

  	
  100014126

  	
   

  	
  ELC

  	
   

  	
   

  	
   

  
	
  160

  	
   

  	
  CA

  	
   

  	
  CITY OF LONG
  BEACH

  	
   

  	
  BU94061740

  	
   

  	
  MDOFC

  	
   

  	
   

  	
   

  
	
  161

  	
   

  	
  CA

  	
   

  	
  CITY OF LONG
  BEACH

  	
   

  	
  BU20101140

  	
   

  	
  ELC

  	
   

  	
   

  	
   

  
	
  162

  	
   

  	
  CA

  	
   

  	
  COUNTY OF
  ALAMEDA

  	
   

  	
  5291

  	
   

  	
  ELC

  	
   

  	
   

  	
   

  
	
  163

  	
   

  	
  CO

  	
   

  	
  CITY OF
  GLENDALE

  	
   

  	
  9-0588

  	
   

  	
  ELC

  	
   

  	
   

  	
   

  
	
  164

  	
   

  	
  CO

  	
   

  	
  CITY OF
  AURORA

  	
   

  	
  6449

  	
   

  	
  ELC

  	
   

  	
   

  	
   

  
	
  165

  	
   

  	
  CO

  	
   

  	
  COUNTY OF
  ALAMEDA

  	
   

  	
  5291

  	
   

  	
  ELC

  	
   

  	
   

  	
   

  
	
  166

  	
   

  	
  CO

  	
   

  	
  CITY OF
  WESTMINSTER

  	
   

  	
  64

  	
   

  	
  ELC

  	
   

  	
   

  	
   

  



 

















 


	
  No.

  	
   

  	
  State

  	
   

  	
  JURISDICTIONS
  REGISTERED

  FOR SALES TAX

  	
   

  	
  Account

  	
   

  	
  CO

  	
   

  	
  Filing
  Frequency

  	
   

  
	
  167

  	
   

  	
  DE

  	
   

  	
  STATE OF
  DELAWARE

  	
   

  	
  1989040277

  	
   

  	
  ELC

  	
   

  	
   

  	
   

  
	
  168

  	
   

  	
  LA

  	
   

  	
  LOUISIANA
  MOTOR VEHICLE COMMISSION

  	
   

  	
  L-8-197

  	
   

  	
  ELC

  	
   

  	
   

  	
   

  
	
  169

  	
   

  	
  NV

  	
   

  	
  STATE OF
  NEVADA

  	
   

  	
  C-0088633

  	
   

  	
  ELC

  	
   

  	
   

  	
   

  
	
  170

  	
   

  	
  OH

  	
   

  	
  MOTOR
  VEHICLE LEASING DEALER LICENSE

  	
   

  	
  LD003737

  	
   

  	
  ELC

  	
   

  	
   

  	
   

  
	
  171

  	
   

  	
  OR

  	
   

  	
  CITY OF
  PORTLAND BUSINESS LICENSE

  	
   

  	
  659200

  	
   

  	
  PORTLAND TUBE

  	
   

  	
   

  	
   

  
	
  172

  	
   

  	
  WA

  	
   

  	
  CITY OF
  BELLEVUE

  	
   

  	
  17211

  	
   

  	
  ELC

  	
   

  	
   

  	
   

  
	
  173

  	
   

  	
  WA

  	
   

  	
  CITY OF
  CENTRALIA

  	
   

  	
  5304

  	
   

  	
  ELC

  	
   

  	
   

  	
   

  
	
  174

  	
   

  	
  WA

  	
   

  	
  CITY OF
  SPOKANE

  	
   

  	
  L0405835

  	
   

  	
  ELC

  	
   

  	
   

  	
   

  



 



















 


Schedule 3.1(i)


 


Software Contracts


 


None.


 

















 


Schedule 3.1(j)


 


Litigation – Seller


 


Donald Heavrin v. BCC, MDFC,
et al.  Suit for “perjury”, fraud,
filing false claims.  Dismissed with
prejudice by the United States District Court For Western District of
Kentucky.  Plaintiff is appealing to the
6th Circuit, virtually no chance of success.


 


Include by reference
Schedule 3.2(h).


 

















 


Schedule 3.1(k)


 


Contracts


 


None.


 

















 


Schedule 3.1(n-(i))


 


Benefit Plans


 


1.                                       The Pension Value Plan for Employees of The
Boeing Company


2.                                       The Boeing Company Voluntary Investment Plan


3.                                       The Boeing Company Employee Health and
Welfare Plan


4.                                       The Boeing Company Disability, Life and
Accident Plan


5.                                       The Boeing Company Executive Life Insurance
Plan


6.                                       The Boeing Company Retiree Life Insurance
Plan


7.                                       The Boeing Company Retiree Health and Welfare
Plan


8.                                       The Boeing Company Cafeteria plan, Plan 576


9.                                       The Boeing Company Layoff Benefits Plan


10.                                 The Boeing Company Executive Layoff Benefits
Plan


11.                                 Supplemental Benefits Plan for Employees of
The Boeing Company


12.                                 Supplemental Executive Retirement Plan for
Employees of The Boeing Company


13.                                 Deferred Compensation Plan for Employees of
The Boeing Company


14.                                 Incentive Compensation Plan for Officers and
Employees of The Boeing Company and Subsidiaries


15.                                 The Boeing Company 1997 Incentive Stock Plan


16.                                 The Boeing Company 1993 Incentive Stock Plan


17.                                 The Boeing Company 1988 Stock Option Plan


18.                                 Executive Compensation Program


19.                                 Cash Award Program


20.                                 Special Incentive Awards Program


21.                                 Commission Plan for CFS Marketing Employees


22.                                 Bonus Program for Non-Marketing/Non-Executive
CFS Employees


23.                                 The Boeing Company ShareValue Plan


24.                                 Vacation Provisions for Salaried Employees
(Procedure PRO-997)


25.                                 Sick Leave Provisions for Salaried Non-Union
Employees (Procedure PRO-1004)


Holidays (Procedure
PRO-1002)


 

















 


Schedule 3.1(n-(iii))


 


Exceptions to Benefits


 


An application is pending
with the Internal Revenue Service for an initial determination letter on the
qualification of The Pension Value Plan for Employees of The Boeing Company.


 

















 


Schedule 3.1(p-(ii))


 


Retention Agreements


 


1.                                       Retention Bonus Program offered by The Boeing
Company to James C. Hammersmith, Sr. Dir – Documentation, retention date
January 20, 2004.


 


2.                                       Retention Bonus Program offered by The Boeing
Company to Ramon P. Seranio, Sr. Dir – Credit, retention date January 20,
2004.


 


3.                                       Retention Bonus Program offered by The Boeing
Company to Doby A. Rose, Dir – Equipment Portfolio, retention date
January 20, 2004.


 


4.                                       Retention Bonus Program offered by The Boeing
Company to Gary A. Willett, Sr. Dir – Equipment, retention date
January 20, 2004.


 


5.                                       Retention Bonus Program offered by The Boeing
Company to Louis C. Seno, Jr., Sr. Dir – Business Aircraft, retention date
January 20, 2004.


 


6.                                       Retention Bonus Program offered by The Boeing
Company to Terrence S. Johnson, Dir – Quantitative Analysis, retention date
January 20, 2004.


 


7.                                       Retention Bonus Program offered by The Boeing
Company to Joseph F. Corff, Manager – Special Credits, retention date
January 20, 2004.


 

















 


Schedule 3.1(q)


 


Undisclosed Liabilities


 


Off Balance sheet
arrangements disclosed in the March 31, 2004 10Q in Footnote 9


 


Asset guarantees to General
Electric Capital Corporation


 


1                                          Equipment Lease Agreement 20686 dated
June 10, 1990 between MDFC Equipment Leasing Corporation and HRB Systems,
Inc. As Lessee


a. 1990 Beachcraft Kind Air
B350 Serial Number FL-034


 


2                                          Equipment Lease Agreement 35893 dated
December 30, 1999 between MDFC Equipment Leasing Corporation and Peabody
Holding Company, Inc.


a. Corporate Jets Model
BAE-125-1000a Serial number 259031


 


3                                          Equipment Lease Agreement 35893 dated
December 30, 1999 between MDFC Equipment Leasing Corporation and Peabody
Holding Company, Inc.


a. MK-V EGPWS with windshear
and EFIS, Dual NZ-2000 with channel GPS and Primus 880 weather radar installed
on Corporate Jets Model BAE-125-1000A Serial number 259031


 

















 


Schedule 3.2(g)(i)


Late Payments


 


Boeing Capital Corporation


Accounts over 30 Days Past Due


As of 04/30/04


 


Unexpired Leases


 


Customer


Adelphia Communications


Centrobe, Inc.


CSU Transport


Dan River, Inc.


Edwards Baking Company


Embry Riddle


Quest II


Russell Stanley Corp.


Stone Container Corp.


United States Steel


Weirton Steel Corp.


World Wide Container Leasing


Xerox Corporation


Federal-Mogul Corporation


Neuvant Areospace
Corporation


Sky King


Southern Bulk Industries,
Inc.


 


LOANS


 


Customer


Aero Toy Store


Coleman Cable Acquistion


Doane Pet Care


Gemini Industries


Glenoit Corp


Golden Gems


Grays Harbor Paper


Joda Partnership


Lowa Corp.


Maritime Shipping


Policyd, S.A.DE C.V.


Sky King, Inc. 


Southern Bulk Industries,
Inc.


 

















 


PREPAYMENTS 3.2 (g)(i)


 


	
  MAY 2004 PAYMENTS 

  RECEIVED IN APRIL

  	
   

  	
   

  	
   

  	
  PREPAYMENTS
  

  3.2 (g)(i)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  RENT
  PREPAYMENTS 

  REFLECTED IN NAV

  	
   

  	
  SALES
  TAX/OTHER 

  BAL.SHEET ITEMS

  	
   

  
	
  Customer

  	
   

  	
  Invoice
  Nbr

  	
   

  	
  Due Date

  	
   

  	
  Lease

  	
   

  	
  Fee Code
  Desc

  	
   

  	
  Amount
  Applied

  	
   

  	
  Amount
  Applied

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  American Standard Industries

  	
   

  	
  298392

  	
   

  	
  5/1/2004 0:00

  	
   

  	
  31203

  	
   

  	
  RENTS

  	
   

  	
  2,447.37

  	
   

  	
   

  	
   

  
	
  American Standard Industries

  	
   

  	
  298393

  	
   

  	
  5/1/2004 0:00

  	
   

  	
  31203

  	
   

  	
  RENTS

  	
   

  	
  1,698.02

  	
   

  	
   

  	
   

  
	
  American Standard Industries

  	
   

  	
  298393

  	
   

  	
  5/1/2004 0:00

  	
   

  	
  31203

  	
   

  	
  RENTS

  	
   

  	
  5,175.63

  	
   

  	
   

  	
   

  
	
  American Standard Industries

  	
   

  	
  298393

  	
   

  	
  5/1/2004 0:00

  	
   

  	
  31203

  	
   

  	
  RENTS

  	
   

  	
  4,916.91

  	
   

  	
   

  	
   

  
	
  American Standard Industries

  	
   

  	
  298393

  	
   

  	
  5/1/2004 0:00

  	
   

  	
  31203

  	
   

  	
  RENTS

  	
   

  	
  1,723.99

  	
   

  	
   

  	
   

  
	
  American Standard Industries

  	
   

  	
  298393

  	
   

  	
  5/1/2004 0:00

  	
   

  	
  31203

  	
   

  	
  RENTS

  	
   

  	
  1,337.28

  	
   

  	
   

  	
   

  
	
  American Standard Industries

  	
   

  	
  298393

  	
   

  	
  5/1/2004 0:00

  	
   

  	
  31203

  	
   

  	
  RENTS

  	
   

  	
  1,660.40

  	
   

  	
   

  	
   

  
	
  American Standard Industries

  	
   

  	
  298393

  	
   

  	
  5/1/2004 0:00

  	
   

  	
  31203

  	
   

  	
  RENTS

  	
   

  	
  3,169.80

  	
   

  	
   

  	
   

  
	
  American Standard Industries

  	
   

  	
  298391

  	
   

  	
  5/1/2004 0:00

  	
   

  	
  31203

  	
   

  	
  ACC
  & PREP RENT

  	
   

  	
  18,787.43

  	
   

  	
   

  	
   

  
	
  American Standard Industries

  	
   

  	
  298391

  	
   

  	
  5/1/2004 0:00

  	
   

  	
  31203

  	
   

  	
  ACC
  & PREP RENT

  	
   

  	
  18,750.56

  	
   

  	
   

  	
   

  
	
  American Standard Industries

  	
   

  	
  298391

  	
   

  	
  5/1/2004 0:00

  	
   

  	
  31203

  	
   

  	
  RENTS

  	
   

  	
  10,545.00

  	
   

  	
   

  	
   

  
	
  American Standard Industries

  	
   

  	
  298393

  	
   

  	
  5/1/2004 0:00

  	
   

  	
  31203

  	
   

  	
  RENTS

  	
   

  	
  5,437.20

  	
   

  	
   

  	
   

  
	
  American Standard Industries

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  31203

  	
   

  	
   

  	
   

  	
  75,649.59

  	
   

  	
   

  	
   

  
	
  Bison Air Corporation

  	
   

  	
  298402

  	
   

  	
  5/1/2004 0:00

  	
   

  	
  34942

  	
   

  	
  ACC
  & PREP RENT

  	
   

  	
  68,558.00

  	
   

  	
   

  	
   

  
	
  Bison Air Corporation

  	
   

  	
  298402

  	
   

  	
  5/1/2004 0:00

  	
   

  	
  34942

  	
   

  	
  TAX
  ON ACC/PRPD

  	
   

  	
   

  	
   

  	
  1,513.76

  	
   

  
	
  Bison Air Corporation

  	
   

  	
  298402

  	
   

  	
  5/1/2004 0:00

  	
   

  	
  34942

  	
   

  	
  ACC
  & PREP RENT

  	
   

  	
  6,279.50

  	
   

  	
   

  	
   

  
	
  Bison Air Corporation

  	
   

  	
  298402

  	
   

  	
  5/1/2004 0:00

  	
   

  	
  34942

  	
   

  	
  TAX
  ON ACC/PRPD

  	
   

  	
   

  	
   

  	
  138.65

  	
   

  
	
  Bison Air Corporation

  	
   

  	
  298403

  	
   

  	
  5/1/2004 0:00

  	
   

  	
  34942

  	
   

  	
  ACC
  & PREP RENT

  	
   

  	
  8,305.74

  	
   

  	
   

  	
   

  
	
  Bison Air Corporation

  	
   

  	
  298403

  	
   

  	
  5/1/2004 0:00

  	
   

  	
  34942

  	
   

  	
  TAX
  ON ACC/PRPD

  	
   

  	
   

  	
   

  	
  183.39

  	
   

  
	
  Bison Air Corporation

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  34942

  	
   

  	
   

  	
   

  	
  83,143.24

  	
   

  	
  1,835.80

  	
   

  
	
  Boeing Company

  	
   

  	
  298579

  	
   

  	
  5/30/2004 0:00

  	
   

  	
  38060

  	
   

  	
  ACC
  & PREP RENT

  	
   

  	
  166,808.70

  	
   

  	
   

  	
   

  
	
  Boeing Company

  	
   

  	
  298579

  	
   

  	
  5/30/2004 0:00

  	
   

  	
  38060

  	
   

  	
  TAX
  ON ACC/PRPD

  	
   

  	
   

  	
   

  	
  15,464.83

  	
   

  
	
  Boeing Company

  	
   

  	
  298579

  	
   

  	
  5/30/2004 0:00

  	
   

  	
  38060

  	
   

  	
  ACC
  & PREP RENT

  	
   

  	
  46,038.36

  	
   

  	
   

  	
   

  
	
  Boeing Company

  	
   

  	
  298579

  	
   

  	
  5/30/2004 0:00

  	
   

  	
  38060

  	
   

  	
  TAX
  ON ACC/PRPD

  	
   

  	
   

  	
   

  	
  4,268.21

  	
   

  
	
  Boeing Company

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  38060

  	
   

  	
   

  	
   

  	
  212,847.06

  	
   

  	
  19,733.04

  	
   

  
	
  Boeing Company

  	
   

  	
  298404

  	
   

  	
  5/1/2004 0:00

  	
   

  	
  38360

  	
   

  	
  ACC
  & PREP RENT

  	
   

  	
  44,815.36

  	
   

  	
   

  	
   

  
	
  Boeing Company

  	
   

  	
  298404

  	
   

  	
  5/1/2004 0:00

  	
   

  	
  38360

  	
   

  	
  TAX
  ON ACC/PRPD

  	
   

  	
   

  	
   

  	
  4,154.83

  	
   

  
	
  Boeing Company

  	
   

  	
  298580

  	
   

  	
  5/31/2004 0:00

  	
   

  	
  38360

  	
   

  	
  ACC
  & PREP RENT

  	
   

  	
  162,532.18

  	
   

  	
   

  	
   

  
	
  Boeing Company

  	
   

  	
  298580

  	
   

  	
  5/31/2004 0:00

  	
   

  	
  38360

  	
   

  	
  TAX
  ON ACC/PRPD

  	
   

  	
   

  	
   

  	
  15,068.36

  	
   

  
	
  Boeing Company

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  38360

  	
   

  	
   

  	
   

  	
  207,347.54

  	
   

  	
  19,223.19

  	
   

  
	
  Camrose Pipe Corporation

  	
   

  	
  298407

  	
   

  	
  5/1/2004 0:00

  	
   

  	
  43143

  	
   

  	
  ACC
  & PREP RENT

  	
   

  	
  82,197.50

  	
   

  	
   

  	
   

  
	
  Camrose Pipe Corporation

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  43143

  	
   

  	
   

  	
   

  	
  82,197.50

  	
   

  	
   

  	
   

  
	
  Ceridian Inc

  	
   

  	
  298409

  	
   

  	
  5/1/2004 0:00

  	
   

  	
  34485

  	
   

  	
  ACC
  & PREP RENT

  	
   

  	
  88,689.00

  	
   

  	
   

  	
   

  
	
  Ceridian Inc

  	
   

  	
  298409

  	
   

  	
  5/1/2004 0:00

  	
   

  	
  34485

  	
   

  	
  TAX
  ON ACC/PRPD

  	
   

  	
   

  	
   

  	
  5,764.79

  	
   

  
	
  Ceridian Inc

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  34485

  	
   

  	
   

  	
   

  	
  88,689.00

  	
   

  	
  5,764.79

  	
   

  
	
  Chiquita Processed Foods

  	
   

  	
  298585

  	
   

  	
  5/16/2004 0:00

  	
   

  	
  34141

  	
   

  	
  RENTS

  	
   

  	
  2,059.40

  	
   

  	
   

  	
   

  
	
  Chiquita Processed Foods

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  34141

  	
   

  	
   

  	
   

  	
  2,059.40

  	
   

  	
   

  	
   

  
	
  Creative Golf Management

  	
   

  	
  298413

  	
   

  	
  5/1/2004 0:00

  	
   

  	
  37893

  	
   

  	
  ACC
  & PREP RENT

  	
   

  	
  6,226.93

  	
   

  	
   

  	
   

  
	
  Creative Golf Management

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  37893

  	
   

  	
   

  	
   

  	
  6,226.93

  	
   

  	
   

  	
   

  
	
  Del Monte Foods Corp

  	
   

  	
  298417

  	
   

  	
  5/7/2004 0:00

  	
   

  	
  34096

  	
   

  	
  ACC
  & PREP RENT

  	
   

  	
  7,748.00

  	
   

  	
   

  	
   

  
	
  Del Monte Foods Corp

  	
   

  	
  298417

  	
   

  	
  5/7/2004 0:00

  	
   

  	
  34096

  	
   

  	
  ACC
  & PREP RENT

  	
   

  	
  6,990.90

  	
   

  	
   

  	
   

  
	
  Del Monte Foods Corp

  	
   

  	
  298597

  	
   

  	
  5/18/2004 0:00

  	
   

  	
  34096

  	
   

  	
  ACC
  & PREP RENT

  	
   

  	
  2,504.98

  	
   

  	
   

  	
   

  
	
  Del Monte Foods Corp

  	
   

  	
  298600

  	
   

  	
  5/25/2004 0:00

  	
   

  	
  34096

  	
   

  	
  RENTS

  	
   

  	
  1,474.74

  	
   

  	
   

  	
   

  
	
  Del Monte Foods Corp

  	
   

  	
  298602

  	
   

  	
  5/29/2004 0:00

  	
   

  	
  34096

  	
   

  	
  RENTS

  	
   

  	
  1,492.04

  	
   

  	
   

  	
   

  
	
  Del Monte Foods Corp

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  34096

  	
   

  	
   

  	
   

  	
  20,210.66

  	
   

  	
   

  	
   

  
	
  Delta airlines

  	
   

  	
  298419

  	
   

  	
  5/1/2004 0:00

  	
   

  	
  43408

  	
   

  	
  ACC
  & PREP RENT

  	
   

  	
  166.17

  	
   

  	
   

  	
   

  
	
  Delta airlines

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  43408

  	
   

  	
   

  	
   

  	
  166.17

  	
   

  	
   

  	
   

  
	
  Equistar Chemicals

  	
   

  	
  298628

  	
   

  	
  5/16/2004 0:00

  	
   

  	
  42610

  	
   

  	
  ACC
  & PREP RENT

  	
   

  	
  181,848.24

  	
   

  	
   

  	
   

  
	
  Equistar Chemicals

  	
   

  	
  298628

  	
   

  	
  5/16/2004 0:00

  	
   

  	
  42610

  	
   

  	
  ACC
  & PREP RENT

  	
   

  	
  210,610.28

  	
   

  	
   

  	
   

  
	
  Equistar Chemicals

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  42610

  	
   

  	
   

  	
   

  	
  392,458.52

  	
   

  	
   

  	
   

  
	
  Gaylord Container

  	
   

  	
  298634

  	
   

  	
  5/20/2004 0:00

  	
   

  	
  33918

  	
   

  	
  RENTAL
  TAX

  	
   

  	
   

  	
   

  	
  288.24

  	
   

  
	
  Gaylord Container

  	
   

  	
  298634

  	
   

  	
  5/20/2004 0:00

  	
   

  	
  33918

  	
   

  	
  RENTS

  	
   

  	
  3,145.74

  	
   

  	
   

  	
   

  
	
  Gaylord Container

  	
   

  	
  298634

  	
   

  	
  5/20/2004 0:00

  	
   

  	
  33918

  	
   

  	
  RENTAL
  TAX

  	
   

  	
   

  	
   

  	
  61.25

  	
   

  
	
  Gaylord Container

  	
   

  	
  298634

  	
   

  	
  5/20/2004 0:00

  	
   

  	
  33918

  	
   

  	
  RENTS

  	
   

  	
  668.48

  	
   

  	
   

  	
   

  
	
  Gaylord Container

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  33918

  	
   

  	
   

  	
   

  	
  3,814.22

  	
   

  	
  349.49

  	
   

  
	
  Hayes Lemmerz Int’l

  	
   

  	
  298645

  	
   

  	
  5/31/2004 0:00

  	
   

  	
  34007

  	
   

  	
  RENTS

  	
   

  	
  102,301.05

  	
   

  	
   

  	
   

  



 

















 


	
  MAY 2004 PAYMENTS 

  RECEIVED IN APRIL

  	
   

  	
   

  	
   

  	
  PREPAYMENTS
  

  3.2 (g)(i)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  RENT
  PREPAYMENTS 

  REFLECTED IN NAV

  	
   

  	
  SALES
  TAX/OTHER 

  BAL.SHEET ITEMS

  	
   

  
	
  Customer

  	
   

  	
  Invoice
  Nbr

  	
   

  	
  Due Date

  	
   

  	
  Lease

  	
   

  	
  Fee Code
  Desc

  	
   

  	
  Amount
  Applied

  	
   

  	
  Amount
  Applied

  	
   

  
	
  Hayes Lemmerz Int’l

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  34007

  	
   

  	
   

  	
   

  	
  102,301.05

  	
   

  	
   

  	
   

  
	
  Haynes International

  	
   

  	
  298456

  	
   

  	
  5/1/2004 0:00

  	
   

  	
  35593

  	
   

  	
  PRINCIPAL

  	
   

  	
  10,649.62

  	
   

  	
   

  	
   

  
	
  Haynes International

  	
   

  	
  298456

  	
   

  	
  5/1/2004 0:00

  	
   

  	
  35593

  	
   

  	
  INTEREST

  	
   

  	
  1,186.03

  	
   

  	
   

  	
   

  
	
  Haynes International

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  35593

  	
   

  	
   

  	
   

  	
  11,835.65

  	
   

  	
   

  	
   

  
	
  Lehigh Press, Inc

  	
   

  	
  298465

  	
   

  	
  5/1/2004 0:00

  	
   

  	
  34563

  	
   

  	
  RENTS

  	
   

  	
  32,665.20

  	
   

  	
   

  	
   

  
	
  Lehigh Press, Inc

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  34563

  	
   

  	
   

  	
   

  	
  32,665.20

  	
   

  	
   

  	
   

  
	
  Lucent Technologies

  	
   

  	
  298467

  	
   

  	
  5/1/2004 0:00

  	
   

  	
  39673

  	
   

  	
  ACC
  & PREP RENT

  	
   

  	
  690,569.23

  	
   

  	
   

  	
   

  
	
  Lucent Technologies

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  39673

  	
   

  	
   

  	
   

  	
  690,569.23

  	
   

  	
   

  	
   

  
	
  Lucent Technologies

  	
   

  	
  298468

  	
   

  	
  5/1/2004 0:00

  	
   

  	
  39684

  	
   

  	
  ACC
  & PREP RENT

  	
   

  	
  718,460.61

  	
   

  	
   

  	
   

  
	
  Lucent Technologies

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  39684

  	
   

  	
   

  	
   

  	
  718,460.61

  	
   

  	
   

  	
   

  
	
  Luke David, LLC

  	
   

  	
  298469

  	
   

  	
  5/1/2004 0:00

  	
   

  	
  37660

  	
   

  	
  ACC
  & PREP RENT

  	
   

  	
  8,107.50

  	
   

  	
   

  	
   

  
	
  Luke David, LLC

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  37660

  	
   

  	
   

  	
   

  	
  8,107.50

  	
   

  	
   

  	
   

  
	
  Perry Judd’s Inc

  	
   

  	
  298667

  	
   

  	
  5/16/2004 0:00

  	
   

  	
  40263

  	
   

  	
  RENTS

  	
   

  	
  117,681.56

  	
   

  	
   

  	
   

  
	
  Perry Judd’s Inc

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  40263

  	
   

  	
   

  	
   

  	
  117,681.56

  	
   

  	
   

  	
   

  
	
  Revere Copper Production

  	
   

  	
  298493

  	
   

  	
  5/1/2004 0:00

  	
   

  	
  32820

  	
   

  	
  RENTS

  	
   

  	
  4,471.30

  	
   

  	
   

  	
   

  
	
  Revere Copper Production

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  32820

  	
   

  	
   

  	
   

  	
  4,471.30

  	
   

  	
   

  	
   

  
	
  Russell Stanley

  	
   

  	
  298675

  	
   

  	
  5/15/2004 0:00

  	
   

  	
  33841

  	
   

  	
  RENTS

  	
   

  	
  1,023.25

  	
   

  	
   

  	
   

  
	
  Russell Stanley

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  33841

  	
   

  	
   

  	
   

  	
  1,023.25

  	
   

  	
   

  	
   

  
	
  Servicios Integrales Aviacion

  	
   

  	
  298502

  	
   

  	
  5/23/2004 0:00

  	
   

  	
  42654

  	
   

  	
  LEGAL
  EXPENSES

  	
   

  	
   

  	
   

  	
  45,742.03

  	
   

  
	
  Servicios Integrales Aviacion

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  42654

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  45,742.03

  	
   

  
	
  Star Leasing Corp

  	
   

  	
  298677

  	
   

  	
  5/30/2004 0:00

  	
   

  	
  32384

  	
   

  	
  RENTS

  	
   

  	
  2,423.72

  	
   

  	
   

  	
   

  
	
  Star Leasing Corp

  	
   

  	
  298677

  	
   

  	
  5/30/2004 0:00

  	
   

  	
  32384

  	
   

  	
  RENTS

  	
   

  	
  8,458.28

  	
   

  	
   

  	
   

  
	
  Star Leasing Corp

  	
   

  	
  298677

  	
   

  	
  5/30/2004 0:00

  	
   

  	
  32384

  	
   

  	
  RENTS

  	
   

  	
  1,814.92

  	
   

  	
   

  	
   

  
	
  Star Leasing Corp

  	
   

  	
  298677

  	
   

  	
  5/30/2004 0:00

  	
   

  	
  32384

  	
   

  	
  PRINCIPAL

  	
   

  	
  9,397.98

  	
   

  	
   

  	
   

  
	
  Star Leasing Corp

  	
   

  	
  298677

  	
   

  	
  5/30/2004 0:00

  	
   

  	
  32384

  	
   

  	
  INTEREST

  	
   

  	
  8,375.76

  	
   

  	
   

  	
   

  
	
  Star Leasing Corp

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  32384

  	
   

  	
   

  	
   

  	
  30,470.66

  	
   

  	
   

  	
   

  
	
  Stone Container Corp

  	
   

  	
  298514

  	
   

  	
  5/10/2004 0:00

  	
   

  	
  30213

  	
   

  	
  TX-ACC/PPD
  EXTN

  	
   

  	
   

  	
   

  	
  28.89

  	
   

  
	
  Stone Container Corp

  	
   

  	
  298514

  	
   

  	
  5/10/2004 0:00

  	
   

  	
  30213

  	
   

  	
  EXT
  RENT-O/L

  	
   

  	
  963.00

  	
   

  	
   

  	
   

  
	
  Stone Container Corp

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  30213

  	
   

  	
   

  	
   

  	
  963.00

  	
   

  	
  28.89

  	
   

  
	
  Stone Container Corp

  	
   

  	
  298516

  	
   

  	
  5/1/2004 0:00

  	
   

  	
  30791

  	
   

  	
  ACC
  & PREP RENT

  	
   

  	
  930.62

  	
   

  	
   

  	
   

  
	
  Stone Container Corp

  	
   

  	
  298516

  	
   

  	
  5/1/2004 0:00

  	
   

  	
  30791

  	
   

  	
  TAX
  ON ACC/PRPD

  	
   

  	
   

  	
   

  	
  67.47

  	
   

  
	
  Stone Container Corp

  	
   

  	
  298538

  	
   

  	
  5/1/2004 0:00

  	
   

  	
  30791

  	
   

  	
  ACC
  & PREP RENT

  	
   

  	
  778.94

  	
   

  	
   

  	
   

  
	
  Stone Container Corp

  	
   

  	
  298538

  	
   

  	
  5/1/2004 0:00

  	
   

  	
  30791

  	
   

  	
  TAX
  ON ACC/PRPD

  	
   

  	
   

  	
   

  	
  60.37

  	
   

  
	
  Stone Container Corp

  	
   

  	
  298539

  	
   

  	
  5/1/2004 0:00

  	
   

  	
  30791

  	
   

  	
  ACC
  & PREP RENT

  	
   

  	
  519.29

  	
   

  	
   

  	
   

  
	
  Stone Container Corp

  	
   

  	
  298539

  	
   

  	
  5/1/2004 0:00

  	
   

  	
  30791

  	
   

  	
  TAX
  ON ACC/PRPD

  	
   

  	
   

  	
   

  	
  42.84

  	
   

  
	
  Stone Container Corp

  	
   

  	
  298531

  	
   

  	
  5/1/2004 0:00

  	
   

  	
  30791

  	
   

  	
  ACC
  & PREP RENT

  	
   

  	
  65,589.41

  	
   

  	
   

  	
   

  
	
  Stone Container Corp

  	
   

  	
  298536

  	
   

  	
  5/3/2004 0:00

  	
   

  	
  30791

  	
   

  	
  RENTAL
  TAX

  	
   

  	
   

  	
   

  	
  188.12

  	
   

  
	
  Stone Container Corp

  	
   

  	
  298536

  	
   

  	
  5/3/2004 0:00

  	
   

  	
  30791

  	
   

  	
  RENTS

  	
   

  	
  2,850.37

  	
   

  	
   

  	
   

  
	
  Stone Container Corp

  	
   

  	
  298537

  	
   

  	
  5/3/2004 0:00

  	
   

  	
  30791

  	
   

  	
  ACC
  & PREP RENT

  	
   

  	
  1,078.09

  	
   

  	
   

  	
   

  
	
  Stone Container Corp

  	
   

  	
  298537

  	
   

  	
  5/3/2004 0:00

  	
   

  	
  30791

  	
   

  	
  TAX
  ON ACC/PRPD

  	
   

  	
   

  	
   

  	
  78.17

  	
   

  
	
  Stone Container Corp

  	
   

  	
  298537

  	
   

  	
  5/3/2004 0:00

  	
   

  	
  30791

  	
   

  	
  ACC
  & PREP RENT

  	
   

  	
  1,942.31

  	
   

  	
   

  	
   

  
	
  Stone Container Corp

  	
   

  	
  298537

  	
   

  	
  5/3/2004 0:00

  	
   

  	
  30791

  	
   

  	
  TAX
  ON ACC/PRPD

  	
   

  	
   

  	
   

  	
  140.82

  	
   

  
	
  Stone Container Corp

  	
   

  	
  298527

  	
   

  	
  5/3/2004 0:00

  	
   

  	
  30791

  	
   

  	
  ACC
  & PREP RENT

  	
   

  	
  1,190.68

  	
   

  	
   

  	
   

  
	
  Stone Container Corp

  	
   

  	
  298527

  	
   

  	
  5/3/2004 0:00

  	
   

  	
  30791

  	
   

  	
  TAX
  ON ACC/PRPD

  	
   

  	
   

  	
   

  	
  107.16

  	
   

  
	
  Stone Container Corp

  	
   

  	
  298526

  	
   

  	
  5/3/2004 0:00

  	
   

  	
  30791

  	
   

  	
  ACC
  & PREP RENT

  	
   

  	
  2,816.16

  	
   

  	
   

  	
   

  
	
  Stone Container Corp

  	
   

  	
  298695

  	
   

  	
  5/4/2004 0:00

  	
   

  	
  30791

  	
   

  	
  ACC
  & PREP RENT

  	
   

  	
  5,604.00

  	
   

  	
   

  	
   

  
	
  Stone Container Corp

  	
   

  	
  298695

  	
   

  	
  5/4/2004 0:00

  	
   

  	
  30791

  	
   

  	
  TAX
  ON ACC/PRPD

  	
   

  	
   

  	
   

  	
  406.29

  	
   

  
	
  Stone Container Corp

  	
   

  	
  298523

  	
   

  	
  5/5/2004 0:00

  	
   

  	
  30791

  	
   

  	
  TX-ACC/PPD
  EXTN

  	
   

  	
   

  	
   

  	
  81.80

  	
   

  
	
  Stone Container Corp

  	
   

  	
  298523

  	
   

  	
  5/5/2004 0:00

  	
   

  	
  30791

  	
   

  	
  EXT
  RENT-O/L

  	
   

  	
  884.22

  	
   

  	
   

  	
   

  
	
  Stone Container Corp

  	
   

  	
  298520

  	
   

  	
  5/6/2004 0:00

  	
   

  	
  30791

  	
   

  	
  ACC
  & PREP RENT

  	
   

  	
  2,391.29

  	
   

  	
   

  	
   

  
	
  Stone Container Corp

  	
   

  	
  298517

  	
   

  	
  5/12/2004 0:00

  	
   

  	
  30791

  	
   

  	
  EXT
  RENT-O/L

  	
   

  	
  1,596.90

  	
   

  	
   

  	
   

  
	
  Stone Container Corp

  	
   

  	
  298517

  	
   

  	
  5/12/2004 0:00

  	
   

  	
  30791

  	
   

  	
  EXT
  RENT-O/L

  	
   

  	
  678.76

  	
   

  	
   

  	
   

  
	
  Stone Container Corp

  	
   

  	
  298522

  	
   

  	
  5/12/2004 0:00

  	
   

  	
  30791

  	
   

  	
  ACC
  & PREP RENT

  	
   

  	
  596.00

  	
   

  	
   

  	
   

  
	
  Stone Container Corp

  	
   

  	
  298522

  	
   

  	
  5/12/2004 0:00

  	
   

  	
  30791

  	
   

  	
  TAX
  ON ACC/PRPD

  	
   

  	
   

  	
   

  	
  55.13

  	
   

  
	
  Stone Container Corp

  	
   

  	
  298534

  	
   

  	
  5/12/2004 0:00

  	
   

  	
  30791

  	
   

  	
  ACC
  & PREP RENT

  	
   

  	
  998.09

  	
   

  	
   

  	
   

  
	
  Stone Container Corp

  	
   

  	
  298521

  	
   

  	
  5/12/2004 0:00

  	
   

  	
  30791

  	
   

  	
  ACC
  & PREP RENT

  	
   

  	
  149.00

  	
   

  	
   

  	
   

  
	
  Stone Container Corp

  	
   

  	
  298521

  	
   

  	
  5/12/2004 0:00

  	
   

  	
  30791

  	
   

  	
  TAX
  ON ACC/PRPD

  	
   

  	
   

  	
   

  	
  12.30

  	
   

  
	
  Stone Container Corp

  	
   

  	
  298530

  	
   

  	
  5/14/2004 0:00

  	
   

  	
  30791

  	
   

  	
  RENTS

  	
   

  	
  11,430.24

  	
   

  	
   

  	
   

  
	
  Stone Container Corp

  	
   

  	
  298707

  	
   

  	
  5/19/2004 0:00

  	
   

  	
  30791

  	
   

  	
  RENTS

  	
   

  	
  4,076.34

  	
   

  	
   

  	
   

  



 

















 


	
  MAY 2004 PAYMENTS 

  RECEIVED IN APRIL

  	
   

  	
   

  	
   

  	
  PREPAYMENTS
  

  3.2 (g)(i)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  RENT
  PREPAYMENTS 

  REFLECTED IN NAV

  	
   

  	
  SALES
  TAX/OTHER 

  BAL.SHEET ITEMS

  	
   

  
	
  Customer

  	
   

  	
  Invoice
  Nbr

  	
   

  	
  Due Date

  	
   

  	
  Lease

  	
   

  	
  Fee Code
  Desc

  	
   

  	
  Amount
  Applied

  	
   

  	
  Amount
  Applied

  	
   

  
	
  Stone Container Corp

  	
   

  	
  298702

  	
   

  	
  5/22/2004 0:00

  	
   

  	
  30791

  	
   

  	
  ACC
  & PREP RENT

  	
   

  	
  5,586.00

  	
   

  	
   

  	
   

  
	
  Stone Container Corp

  	
   

  	
  298702

  	
   

  	
  5/22/2004 0:00

  	
   

  	
  30791

  	
   

  	
  TAX
  ON ACC/PRPD

  	
   

  	
   

  	
   

  	
  223.44

  	
   

  
	
  Stone Container Corp

  	
   

  	
  298693

  	
   

  	
  5/22/2004 0:00

  	
   

  	
  30791

  	
   

  	
  ACC
  & PREP RENT

  	
   

  	
  668.00

  	
   

  	
   

  	
   

  
	
  Stone Container Corp

  	
   

  	
  298693

  	
   

  	
  5/22/2004 0:00

  	
   

  	
  30791

  	
   

  	
  TAX
  ON ACC/PRPD

  	
   

  	
   

  	
   

  	
  46.76

  	
   

  
	
  Stone Container Corp

  	
   

  	
  298689

  	
   

  	
  5/22/2004 0:00

  	
   

  	
  30791

  	
   

  	
  ACC
  & PREP RENT

  	
   

  	
  1,336.00

  	
   

  	
   

  	
   

  
	
  Stone Container Corp

  	
   

  	
  298689

  	
   

  	
  5/22/2004 0:00

  	
   

  	
  30791

  	
   

  	
  TAX
  ON ACC/PRPD

  	
   

  	
   

  	
   

  	
  110.22

  	
   

  
	
  Stone Container Corp

  	
   

  	
  298699

  	
   

  	
  5/28/2004 0:00

  	
   

  	
  30791

  	
   

  	
  RENTS

  	
   

  	
  74,953.39

  	
   

  	
   

  	
   

  
	
  Stone Container Corp

  	
   

  	
  298705

  	
   

  	
  5/30/2004 0:00

  	
   

  	
  30791

  	
   

  	
  TX-ACC/PPD
  EXTN

  	
   

  	
   

  	
   

  	
  195.17

  	
   

  
	
  Stone Container Corp

  	
   

  	
  298705

  	
   

  	
  5/30/2004 0:00

  	
   

  	
  30791

  	
   

  	
  EXT
  RENT-O/L

  	
   

  	
  2,409.40

  	
   

  	
   

  	
   

  
	
  Stone Container Corp

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  30791

  	
   

  	
   

  	
   

  	
  191,053.50

  	
   

  	
  1,816.06

  	
   

  
	
  US Steel Corporation

  	
   

  	
  298552

  	
   

  	
  5/1/2004 0:00

  	
   

  	
  35204

  	
   

  	
  ACC
  & PREP RENT

  	
   

  	
  3,033.95

  	
   

  	
   

  	
   

  
	
  US Steel Corporation

  	
   

  	
  298552

  	
   

  	
  5/1/2004 0:00

  	
   

  	
  35204

  	
   

  	
  ACC
  & PREP RENT

  	
   

  	
  4,204.26

  	
   

  	
   

  	
   

  
	
  US Steel Corporation

  	
   

  	
  298552

  	
   

  	
  5/1/2004 0:00

  	
   

  	
  35204

  	
   

  	
  ACC
  & PREP RENT

  	
   

  	
  3,737.74

  	
   

  	
   

  	
   

  
	
  US Steel Corporation

  	
   

  	
  298552

  	
   

  	
  5/1/2004 0:00

  	
   

  	
  35204

  	
   

  	
  ACC
  & PREP RENT

  	
   

  	
  9,501.25

  	
   

  	
   

  	
   

  
	
  US Steel Corporation

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  35204

  	
   

  	
   

  	
   

  	
  20,477.20

  	
   

  	
   

  	
   

  
	
  Wings Venture Ltd

  	
   

  	
  298796

  	
   

  	
  5/22/2004 0:00

  	
   

  	
  35859

  	
   

  	
  ACC
  & PREP RENT

  	
   

  	
  73,400.00

  	
   

  	
   

  	
   

  
	
  Wings Venture Ltd

  	
   

  	
  298797

  	
   

  	
  5/22/2004 0:00

  	
   

  	
  35859

  	
   

  	
  ACC
  & PREP RENT

  	
   

  	
  3,520.00

  	
   

  	
   

  	
   

  
	
  Wings Venture Ltd

  	
   

  	
  298798

  	
   

  	
  5/22/2004 0:00

  	
   

  	
  35859

  	
   

  	
  ACC
  & PREP RENT

  	
   

  	
  7,660.00

  	
   

  	
   

  	
   

  
	
  Wings Venture Ltd

  	
   

  	
  298799

  	
   

  	
  5/22/2004 0:00

  	
   

  	
  35859

  	
   

  	
  RENTS

  	
   

  	
  15,420.00

  	
   

  	
   

  	
   

  
	
  Wings Venture Ltd

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  35859

  	
   

  	
   

  	
   

  	
  100,000.00

  	
   

  	
   

  	
   

  
	
  Xerox Corporation

  	
   

  	
  298563

  	
   

  	
  5/1/2004 0:00

  	
   

  	
  39584

  	
   

  	
  ACC
  & PREP RENT

  	
   

  	
  133,202.60

  	
   

  	
   

  	
   

  
	
  Xerox Corporation

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  39584

  	
   

  	
   

  	
   

  	
  133,202.60

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Grand Total

  	
   

  	
   

  	
   

  	
  3,338,092.14

  	
   

  	
  94,493.29

  	
   

  



 

















 


Schedule 3.2(g)(ii)


 


Advance Rents, Other Payments and Deposits


 


 


See attached.


 

















 


Schedule 3.2(g)(ii)


Security
Deposits, Maintenance Reserves and Other Liabilities


 


Advance Rents – None


 


Security Deposits


 


	
  Customer Name

  	
   

  	
  Amount

  	
   

  	
  Description/Comment

  	
   

  	
  New York
  connection

  	
   

  
	
  Aeroservicio Dinamicos

  	
   

  	
  2,291,707.57

  	
   

  	
   

  	
   

  	
  Lease Agreement governed by NY law

  	
   

  
	
  Aero Toy Store

  	
   

  	
  2,000,000.00

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Gaylord Containers

  	
   

  	
  1,500,567.94

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Global Aviation

  	
   

  	
  60,000.00

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Helimed

  	
   

  	
  300,000.00

  	
   

  	
   

  	
   

  	
  Lease Agreement governed by NY Law

  	
   

  
	
  Jefferson Smurfit

  	
   

  	
  350,000.00

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Maritime Shipping

  	
   

  	
  362,191.48

  	
   

  	
   

  	
   

  	
  Loan Agreement governed by NY law

  	
   

  
	
  McCullough, Michael

  	
   

  	
  60,500.00

  	
   

  	
   

  	
   

  	
  Lease Agreement governed by NY law

  	
   

  
	
  Shafer, Harold

  	
   

  	
  188,000.00

  	
   

  	
  In connection with Joda restructure

  	
   

  	
   

  	
   

  
	
  Servicio Integral (SIASA)

  	
   

  	
  160,000.00

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Wings Venture

  	
   

  	
  600,334.00

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total Security
  Deposits

  	
   

  	
  7,873,300.99

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


Maintenance Reserves


 


	
  Customer Name

  	
   

  	
  Amount

  	
   

  	
  Description/Comment

  	
   

  	
   

  	
   

  
	
  Heinz, HJ

  	
   

  	
  778,914.56

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


Other Liabilities


 


	
  Description

  	
   

  	
  Amount

  	
   

  	
  Description/Comment

  	
   

  	
   

  
	
  Fancia Payable

  	
   

  	
  89,670.00

  	
   

  	
  Broker fee payable.  Paid each
  quarter from rentals

  	
   

  	
   

  
	
  Estimated Property Taxes Payable

  	
   

  	
  88,422.00

  	
   

  	
  Amt Col from Customers for Estimated Taxes

  	
   

  	
   

  
	
  Jamaica Insurance Payable

  	
   

  	
  78,867.89

  	
   

  	
   

  	
   

  	
   

  
	
  Accrued Sales Tax Payable

  	
   

  	
  177,192.64

  	
   

  	
   

  	
   

  	
   

  
	
  Sales Tax Payable

  	
   

  	
  1,659.81

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total Other
  Liabilities

  	
   

  	
  435,812.34

  	
   

  	
   

  	
   

  	
   

  



 












*Taxes subject to Section 1.5 are
governed thereby.  See
Section 1.6(j)


 

















 


Schedule 3.2(g)(v)


 


Exceptions to Insurance Portfolio Property Coverage


 


	
  Customer

  	
   

  	
  Lease /
  Loan No.

  	
   

  	
  System

  	
   

  	
  Status

  
	
  Aeroservicos Dinamicos,
  S.A.

  	
   

  	
  01-34185

  	
   

  	
  CLAS

  	
   

  	
  Customer has informed BCC
  that their broker is processing the new certificate and that it will be
  received shortly.

  
	
  Weirton Steel Corporation

  	
   

  	
  03-31484

  	
   

  	
  CLAS

  	
   

  	
  Weirton has been acquired
  by ISG and ISG has not issued insurance certificates at this point.

  
	
  Coleman Cable

  	
   

  	
  10030-1-1

  	
   

  	
  NOVA
  Term Loan

  	
   

  	
  No current insurance
  certificate on file.  Agent Bank is
  responsible for providing all loan participants with insurance covearge.

  
	
  Dayco Products

  	
   

  	
  10035-1-1

  	
   

  	
  NOVA
  Term Loan

  	
   

  	
  No current insurance
  certificate on file.  Agent Bank is
  responsible for providing all loan participants with insurance covearge.

  
	
  The Doe Run Resources
  Corp.

  	
   

  	
  10038-1-1

  	
   

  	
  NOVA
  Term Loan

  	
   

  	
  No current insurance
  certificate on file.  Agent Bank is
  responsible for providing all loan participants with insurance covearge.

  
	
  Formica Corporation

  	
   

  	
  10040-1-1

  	
   

  	
  NOVA
  Term Loan

  	
   

  	
  No current insurance
  certificate on file.  Agent Bank is
  responsible for providing all loan participants with insurance covearge.

  
	
  Gemini Industries, Inc.

  	
   

  	
  10043-1-1

  	
   

  	
  NOVA
  Term Loan

  	
   

  	
  No current insurance
  certificate on file.  Agent Bank is
  responsible for providing all loan participants with insurance covearge.

  
	
  Synthetic Ind. (SI Corp.)

  	
   

  	
  10087-1-1

  	
   

  	
  NOVA
  Term Loan

  	
   

  	
  No current insurance
  certificate on file.  Agent Bank is
  responsible for providing all loan participants with insurance covearge.

  
	
  Travel Centers of America

  	
   

  	
  10092-1-1

  	
   

  	
  NOVA
  Term Loan

  	
   

  	
  No current insurance
  certificate on file.  Agent Bank is
  responsible for providing all loan participants with insurance covearge.

  



 

















 


Schedule 3.2
(h)


 


	
  ACCOUNTS
  WITH ATTORNEYS

  	
   

  	
  3/29/2004

  



 


	
  Account

  	
   

  	
  $
  Outstanding

  	
   

  	
  Date Filed

  	
   

  	
  Type

  	
   

  	
  Attorney

  	
   

  	
  Tele #

  	
   

  	
  Comments

  	
   

  
	
  BANKRUPTCIES

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Adelphia

  	
   

  	
  $

  	
  4,322

  	
   

  	
  6/21/2002

  	
   

  	
  Ch 11

  	
   

  	
  Jeff Fine/Hughes&Luce

  	
   

  	
  214 939-5567

  	
   

  	
  On Going

  	
   

  
	
  Allied Products

  	
   

  	
  —

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Alex Terras/Piper Rudnick

  	
   

  	
  312 368-4046

  	
   

  	
  Small Unsecured Claim remains

  	
   

  
	
  Baldwins Leasing

  	
   

  	
  —

  	
   

  	
  8/26/2002

  	
   

  	
  Ch 11

  	
   

  	
  Jeff Fine

  	
   

  	
  214 939-5567

  	
   

  	
  Unsecured claim remains

  	
   

  
	
  Bethlehem Steel

  	
   

  	
  $

  	
  15,530

  	
   

  	
  10/15/2001

  	
   

  	
  Ch 11

  	
   

  	
  Tom Quirk/Lathem & Watkins

  	
   

  	
  312 876-6550

  	
   

  	
  Lease assumed by ISG

  	
   

  
	
  Dan River Inc

  	
   

  	
  $

  	
  8,284

  	
   

  	
  3/31/2004

  	
   

  	
  Ch 11

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Rejecting All BCC Leases

  	
   

  
	
  Formica

  	
   

  	
  $

  	
  10,060

  	
   

  	
  3/5/2002

  	
   

  	
  Ch 11

  	
   

  	
  Term B Paricipation

  	
   

  	
   

  	
   

  	
  Restructure Approved by Ct.

  	
   

  
	
  Furr’s

  	
   

  	
  —

  	
   

  	
   

  	
   

  	
  Ch 11

  	
   

  	
  Jeff Fine

  	
   

  	
  214 939-5567

  	
   

  	
  Clean Up Work

  	
   

  
	
  Galvpro

  	
   

  	
  —

  	
   

  	
  8/10/2001

  	
   

  	
  Ch 11

  	
   

  	
  Jeff Fine

  	
   

  	
  214 939-5567

  	
   

  	
  Small Unsecured Claim remains

  	
   

  
	
  Glenoit

  	
   

  	
  $

  	
  3,139

  	
   

  	
  Aug-00

  	
   

  	
  Ch 11

  	
   

  	
  Kramer Levin

  	
   

  	
  212 715-7651

  	
   

  	
  Restructured Secured Creditors Own Co.

  	
   

  
	
  Golden Gem

  	
   

  	
  $

  	
  474

  	
   

  	
   

  	
   

  	
  ?

  	
   

  	
  Alex Terras

  	
   

  	
  312 368-4046

  	
   

  	
  Small portion of DIP in process of collection

  	
   

  
	
  The Grand Union

  	
   

  	
  —

  	
   

  	
   

  	
   

  	
  Ch 11

  	
   

  	
  Cory Freidman

  	
   

  	
  212 879-9751

  	
   

  	
  Closed

  	
   

  
	
  Great Northern

  	
   

  	
  $

  	
  10,283

  	
   

  	
  1/9/2003

  	
   

  	
  Ch 11

  	
   

  	
  Alex Terras

  	
   

  	
  312 368-4046

  	
   

  	
  DIP loan in process of collection

  	
   

  
	
  Hawaiian Airlines

  	
   

  	
  $

  	
  2,435

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  AFS

  	
   

  	
   

  	
   

  	
  Anticipated lease assumption

  	
   

  
	
  Hayes Lemmerz

  	
   

  	
  $

  	
  11,320

  	
   

  	
  12/5/2001

  	
   

  	
  Ch 11

  	
   

  	
  Cory Friedman

  	
   

  	
  212 879-9751

  	
   

  	
  Lease Restructured and assumed

  	
   

  
	
  Haynes International

  	
   

  	
  $

  	
  1,411

  	
   

  	
  3/29/2004

  	
   

  	
  Ch 11

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Eq. Critical

  	
   

  
	
  Johnston Industries

  	
   

  	
  $

  	
  516

  	
   

  	
  1/31/2003

  	
   

  	
  Ch 11

  	
   

  	
  Alex Terras/Jason Kaplan

  	
   

  	
  312-368-3437

  	
   

  	
  Restructured through 363 Sale / Adm Claim Remains

  	
   

  
	
  Kevco, Inc.

  	
   

  	
  $

  	
  119

  	
   

  	
  2/5/2001

  	
   

  	
  Ch 11

  	
   

  	
  n/a

  	
   

  	
   

  	
   

  	
  Closed

  	
   

  
	
  LTV Steel

  	
   

  	
  —

  	
   

  	
  12/29/2000

  	
   

  	
  Ch 11

  	
   

  	
  n/a

  	
   

  	
   

  	
   

  	
  Closed

  	
   

  
	
  Morton Custom Plastics

  	
   

  	
  —

  	
   

  	
  11/1/2002

  	
   

  	
  Ch 11

  	
   

  	
  Alex Terras

  	
   

  	
  312 368-4046

  	
   

  	
  Paid in Full

  	
   

  
	
  Mulberry Phosphates

  	
   

  	
  —

  	
   

  	
   

  	
   

  	
  Ch 7

  	
   

  	
  Roger Schwenke

  	
   

  	
  813 223-7000

  	
   

  	
  Charge Off / No Further collection potential

  	
   

  
	
  National Steel

  	
   

  	
  —

  	
   

  	
  3/6/2002

  	
   

  	
  Ch 11

  	
   

  	
  Tod Burgess

  	
   

  	
  602 229-5169

  	
   

  	
  Defend Preference Claim

  	
   

  
	
  Progressive Dairies

  	
   

  	
  —

  	
   

  	
  11/13/2000

  	
   

  	
  Ch 7

  	
   

  	
  Paul Ratelle

  	
   

  	
  612 338-0115

  	
   

  	
  Closed Received Last distribtion from Trustee 2/12/04

  	
   

  
	
  Sheldahl, Inc.

  	
   

  	
  —

  	
   

  	
  5/1/2002

  	
   

  	
  Ch 11

  	
   

  	
  Jeff Grell

  	
   

  	
  612 335-1929

  	
   

  	
  Small Unsecured Claim remains

  	
   

  
	
  Stoody

  	
   

  	
  $

  	
  214

  	
   

  	
  11/19/2001

  	
   

  	
  Ch 11

  	
   

  	
  Jeff Fine

  	
   

  	
  214 939-5567

  	
   

  	
  Paying per term

  	
   

  
	
  Trism

  	
   

  	
  —

  	
   

  	
   

  	
   

  	
  Ch 11

  	
   

  	
  Jeff Fine

  	
   

  	
  214 939-5567

  	
   

  	
  Paying per term

  	
   

  
	
  Tyler Jet

  	
   

  	
  —

  	
   

  	
  2/27/2002

  	
   

  	
  Ch 11

  	
   

  	
  Jeff Fine

  	
   

  	
  214 939-5567

  	
   

  	
  Converted from Involuntary to Ch 12 / Little likelyhood of further
  recovery

  	
   

  
	
  Valley Media

  	
   

  	
  —

  	
   

  	
   

  	
   

  	
  Ch 11

  	
   

  	
  Marshall Goldberg/Glass & Goldberg

  	
   

  	
  818 715-7000

  	
   

  	
  Small Unsecured Claim remains / Defend Preference Claim

  	
   

  
	
  Weirton Steel

  	
   

  	
  $

  	
  1,474

  	
   

  	
  5/19/2003

  	
   

  	
  Ch 11

  	
   

  	
  Alex Terras

  	
   

  	
  312 368-4046

  	
   

  	
  On Going

  	
   

  
	
  Welded Tube

  	
   

  	
  —

  	
   

  	
  12/29/2000

  	
   

  	
  Ch 11

  	
   

  	
  Tom Quirk

  	
   

  	
  312 876-6550

  	
   

  	
  Closed

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  OTHER LITIGATION / LEGAL MATTERS

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Tony Davis/Baker Botts

  	
   

  	
  713 229-1547

  	
   

  	
  Restructured, Collateral Releases Ongoing

  	
   

  
	
  Coastal Towing

  	
   

  	
  $

  	
  9,049

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  David Heller

  	
   

  	
  312 876-7670

  	
   

  	
  Completed

  	
   

  
	
  Columbus Coatings

  	
   

  	
  —

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Alex Terras

  	
   

  	
  312 368-4046

  	
   

  	
  Suit filed against BCC

  	
   

  
	
  D. Heavrin vs BCC

  	
   

  	
  n/a

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  David Singer/Piper Rudnic

  	
   

  	
  312 368-3497

  	
   

  	
  Completed

  	
   

  
	
  Gateway Container

  	
   

  	
  $

  	
  22,412

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Karen Patrick/BCC

  	
   

  	
  541 929-9370

  	
   

  	
  Restrructure

  	
   

  
	
  Grays Harbor Paper

  	
   

  	
  $

  	
  5,999

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  JODA (2 a/c)

  	
   

  	
  $

  	
  12,213

  	
   

  	
   

  	
   

  	
  Workouts

  	
   

  	
  Gregory Grossman

  	
   

  	
  305-372-8282

  	
   

  	
  Hop a Jet and Jackson Restructures

  	
   

  
	
  Mainko LLC

  (1 a/c)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Workouts

  	
   

  	
  Richard Jefferies

  	
   

  	
  402-346-6000

  	
   

  	
  Potential Suit under personal guaranty/Sale of a/c

  	
   

  
	
  L-S Electro

  	
   

  	
  $

  	
  13,218

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  David Heller

  	
   

  	
  312 876-7670

  	
   

  	
  Completed

  	
   

  
	
  Northwesten Aircraft

  	
   

  	
  —

  	
   

  	
   

  	
   

  	
  Gty Suit

  	
   

  	
  Justine Suhr/Piper Rudnic

  	
   

  	
  310 595-3017

  	
   

  	
  Completed - Filed No Asset Bkrptcy

  	
   

  
	
  Policyd / Cydsa

  	
   

  	
  $

  	
  33,046

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Jeff Smith / Daniel Kuri

  	
   

  	
  860-240-2759/52-55-5294-5930

  	
   

  	
  Workout issues

  	
   

  
	
  Radiant Aviation Ser

  	
   

  	
  $

  	
  4,322

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Karen Patrick/BCC

  	
   

  	
  541 250-7422

  	
   

  	
  Restructure & Settlement

  	
   

  
	
  Sky King

  	
   

  	
  $

  	
  10,666

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Alex Terras

  	
   

  	
  312 368-4046

  	
   

  	
  Completed

  	
   

  
	
  Southern Bulk et al

  	
   

  	
  $

  	
  12,356

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Brian Cohen, PiperRud & Kevin Snyder/Parker, Hudson

  	
   

  	
  312 368-8865&404 420-5557

  	
   

  	
  Forbearance

  	
   

  
	
  Uniminas

  	
   

  	
  —

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Rita Godoy

  	
   

  	
  55 11 3291-1155

  	
   

  	
  Completed

  	
   

  
																	



 

















 


Schedule 3.2(i)


 


Undelivered Specified Financing and Leasing Assets;
Undelivered Portfolio Property


 


None.


 

















 


Schedule 3.2(j)


Obligor
Bankruptcy


 


BANKRUPTCIES


 


	
  Account

  	
   

  	
  $
  Outstanding

  	
   

  	
  Date Filed

  	
   

  	
  Type

  	
   

  	
  Comments

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Adelphia

  	
   

  	
  $

  	
  3,896

  	
   

  	
  6/21/2002

  	
   

  	
  Ch 11

  	
   

  	
  On Going

  	
   

  
	
  Allied Products

  	
   

  	
  —

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Small Unsecured Claim remains

  	
   

  
	
  Baldwins Leasing

  	
   

  	
  —

  	
   

  	
  8/26/2002

  	
   

  	
  Ch 11

  	
   

  	
  Unsecured claim remains

  	
   

  
	
  Bethlehem Steel

  	
   

  	
  $

  	
  15,009

  	
   

  	
  10/15/2001

  	
   

  	
  Ch 11

  	
   

  	
  Lease assumed by ISG

  	
   

  
	
  Dan River Inc

  	
   

  	
  $

  	
  8,228

  	
   

  	
  3/31/2004

  	
   

  	
  Ch 11

  	
   

  	
  Rejecting All BCC Leases

  	
   

  
	
  Federal Mogul

  	
   

  	
  $

  	
  20,592

  	
   

  	
   

  	
   

  	
  Ch 11

  	
   

  	
  Paying per agreed to reduction, but have not signed doc

  	
   

  
	
  Formica

  	
   

  	
  $

  	
  10,095

  	
   

  	
  3/5/2002

  	
   

  	
  Ch 11

  	
   

  	
  Restructure Approved by Ct.

  	
   

  
	
  Furr’s

  	
   

  	
  —

  	
   

  	
   

  	
   

  	
  Ch 11

  	
   

  	
  Clean Up Work

  	
   

  
	
  Galvpro

  	
   

  	
  —

  	
   

  	
  8/10/2001

  	
   

  	
  Ch 11

  	
   

  	
  Small Unsecured Claim remains

  	
   

  
	
  Glenoit

  	
   

  	
  $

  	
  2,987

  	
   

  	
  Aug-00

  	
   

  	
  Ch 11

  	
   

  	
  Restructured Secured Creditors Own Co.

  	
   

  
	
  Golden Gem

  	
   

  	
  $

  	
  504

  	
   

  	
   

  	
   

  	
  ?

  	
   

  	
  Small portion of DIP in process of collection

  	
   

  
	
  The Grand Union

  	
   

  	
  —

  	
   

  	
   

  	
   

  	
  Ch 11

  	
   

  	
  Closed

  	
   

  
	
  Great Northern

  	
   

  	
  $

  	
  9,597

  	
   

  	
  5/1/2003

  	
   

  	
  Ch 7

  	
   

  	
  DIP loan in process of collection

  	
   

  
	
  Hawaiian Airlines

  	
   

  	
  $

  	
  2,435

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Anticipated lease assumption

  	
   

  
	
  Hayes Lemmerz

  	
   

  	
  $

  	
  11,333

  	
   

  	
  12/5/2001

  	
   

  	
  Ch 11

  	
   

  	
  Lease Restructured and assumed

  	
   

  
	
  Haynes International

  	
   

  	
  $

  	
  1,316

  	
   

  	
  3/29/2004

  	
   

  	
  Ch 11

  	
   

  	
  Eq. Critical

  	
   

  
	
  Johnston Industries

  	
   

  	
  $

  	
  107

  	
   

  	
  1/31/2003

  	
   

  	
  Ch 11

  	
   

  	
  Restructured through 363 Sale / Adm Claim Remains

  	
   

  
	
  Kevco, Inc.

  	
   

  	
  —

  	
   

  	
  2/5/2001

  	
   

  	
  Ch 11

  	
   

  	
  Closed

  	
   

  
	
  LTV Steel

  	
   

  	
  —

  	
   

  	
  12/29/2000

  	
   

  	
  Ch 11

  	
   

  	
  Closed

  	
   

  
	
  Morton Custom Plastics

  	
   

  	
  —

  	
   

  	
  11/1/2002

  	
   

  	
  Ch 11

  	
   

  	
  Paid in Full

  	
   

  
	
  Mulberry Phosphates

  	
   

  	
  —

  	
   

  	
   

  	
   

  	
  Ch 7

  	
   

  	
  Charge Off / No Further collection potential

  	
   

  
	
  National Steel

  	
   

  	
  —

  	
   

  	
  3/6/2002

  	
   

  	
  Ch 11

  	
   

  	
  Defend Preference Claim

  	
   

  
	
  Progressive Dairies

  	
   

  	
  —

  	
   

  	
  11/13/2000

  	
   

  	
  Ch 7

  	
   

  	
  Closed Received Last distribtion from Trustee 2/12/04

  	
   

  
	
  Sheldahl, Inc.

  	
   

  	
  —

  	
   

  	
  5/1/2002

  	
   

  	
  Ch 11

  	
   

  	
  Small Unsecured Claim remains

  	
   

  
	
  Stoody

  	
   

  	
  $

  	
  190

  	
   

  	
  11/19/2001

  	
   

  	
  Ch 11

  	
   

  	
  Paying per term

  	
   

  
	
  Trism

  	
   

  	
  —

  	
   

  	
   

  	
   

  	
  Ch 11

  	
   

  	
  Paying per term

  	
   

  
	
  Tyler Jet

  	
   

  	
  —

  	
   

  	
  2/27/2002

  	
   

  	
  Ch 11

  	
   

  	
  $2,466,808 Unsecured Claim

  	
   

  
	
  Valley Media

  	
   

  	
  —

  	
   

  	
   

  	
   

  	
  Ch 11

  	
   

  	
  Small Unsecured Claim remains / Defend Preference Claim

  	
   

  
	
  Weirton Steel

  	
   

  	
  $

  	
  1,436

  	
   

  	
  5/19/2003

  	
   

  	
  Ch 11

  	
   

  	
  On Going

  	
   

  
	
  Welded Tube

  	
   

  	
  —

  	
   

  	
  12/29/2000

  	
   

  	
  Ch 11

  	
   

  	
  Closed

  	
   

  



 

















 


Schedule 3.2(l)


 


On-Lease Equipment Casualty


 


Repossessed equipment is
listed on Schedule 1.1(a)(i)


 


The only Specified Portfolio
Property known to have been damaged and not fully repaired is the vessel
Asphalt Victory which secures a loan to Sargeant Marine, Inc.  Reportedly the repair work has been
completed.  The insurance company has
released progress payments.  The final
payment is being negotiated at this point and should be released shortly.


 

















 


Schedule 3.2(o)


Non-Direct Payments


 


Non-Direct Payments


 


None


 


Third Party Ageements


 


	
  Name

  	
   

  	
   

  	
   

  	
  Customer Name

  	
   

  	
  Document Type Name

  	
   

  	
  Category

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  cco.trag.0601.0039337.001

  	
   

  	
   

  	
   

  	
  Access
  Leasing Corp.

  	
   

  	
  Trust
  Agreement

  	
   

  	
  Primary

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  cco.clob.1001.0039482.001.b

  	
   

  	
   

  	
   

  	
  Aeroservicios
  Corp.,SA de CV(aka Gard)

  	
   

  	
  Engine
  Maintenance Agreement

  	
   

  	
  Ancillary

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  cco.subk.0998.0035260

  	
   

  	
   

  	
   

  	
  American
  Railcar Industries, Inc.

  	
   

  	
  Subordination
  agreement

  	
   

  	
  Ancillary

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  cco.part.0395.0031203.a

  	
   

  	
   

  	
   

  	
  American
  Standard, Inc.

  	
   

  	
  Partnership
  Agreement

  	
   

  	
  Primary

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  cco.intr.06020.0035704.001

  	
   

  	
   

  	
   

  	
  Anthony
  Crane Rental, L.P.

  	
   

  	
  Intercreditor
  Agreement

  	
   

  	
  Primary

  
	
  cco.intr.0798.0035704.001

  	
   

  	
   

  	
   

  	
  Anthony
  Crane Rental, L.P.

  	
   

  	
  Intercreditor
  Agreement

  	
   

  	
  Primary

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  cco.subk.0603.0042512.001

  	
   

  	
   

  	
   

  	
  Astilleros
  Bender S. de R.L.

  	
   

  	
  Subordination
  agreement

  	
   

  	
  Ancillary

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  cco.ema.0700.0037304.001

  	
   

  	
   

  	
   

  	
  Atoll
  Holdings, Ltd.

  	
   

  	
  Equipment
  Maintenance agreement

  	
   

  	
  Primary

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  cco.1101.rmkt.0039728

  	
   

  	
   

  	
   

  	
  Baldwins
  Leasing, L.P.

  	
   

  	
  Remarketing
  agreement

  	
   

  	
  Primary

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  cco.ema.0301.0038282.001

  	
   

  	
   

  	
   

  	
  Bellevue
  Jet Partners, L.L.C.

  	
   

  	
  Equipment
  Maintenance agreement

  	
   

  	
  IER

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  cco.pa.0900.0037515.001

  	
   

  	
   

  	
   

  	
  Bethlehem
  Steel Corp.

  	
   

  	
  Participation
  agreement

  	
   

  	
  Primary

  
	
  cco.trag.0499.0037515.001

  	
   

  	
   

  	
   

  	
  Bethlehem
  Steel Corp.

  	
   

  	
  Trust
  Agreement

  	
   

  	
  Primary

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  cco.pa.1201.0040296.001

  	
   

  	
   

  	
   

  	
  Bonham
  C-P-D-J-E

  	
   

  	
  Participation
  Agreement

  	
   

  	
  Primary

  
	
  cco.rmkt.0900.0040296.001

  	
   

  	
   

  	
   

  	
  Bonham
  C-P-D-J-E

  	
   

  	
  Remarketing
  agreement

  	
   

  	
  Primary

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  cco.clob.1102.10112.1.1

  	
   

  	
   

  	
   

  	
  Braspetro
  Oil Services, Co.

  	
   

  	
  Trust
  Agreement

  	
   

  	
  Ancillary

  
	
  cco.pa.0799.0035659

  	
   

  	
   

  	
   

  	
  Braspetro
  Oil Services, Co.

  	
   

  	
  Participation
  agreement

  	
   

  	
  Primary

  
	
  cco.pa.0799.0035659

  	
   

  	
   

  	
   

  	
  Braspetro
  Oil Services, Co.

  	
   

  	
  Participation
  agreement

  	
   

  	
  Primary

  
	
  cco
  pa.1102.10112.1.1

  	
   

  	
   

  	
   

  	
  Braspetro
  Oil Services, Co.

  	
   

  	
  Participation
  agreement

  	
   

  	
  Primary

  
	
  cco.pa.0703.10112.1.1

  	
   

  	
   

  	
   

  	
  Braspetro
  Oil Services, Co.

  	
   

  	
  Participation
  agreement

  	
   

  	
  Primary

  
	
  cco.trag.0799.0035659

  	
   

  	
   

  	
   

  	
  Braspetro
  Oil Services, Co.

  	
   

  	
  Trust
  Agreement

  	
   

  	
  Primary

  
	
  cco.trag.1102.10112.1.1.
  P15

  	
   

  	
   

  	
   

  	
  Braspetro
  Oil Services, Co.

  	
   

  	
  Trust
  Agreement

  	
   

  	
  Primary

  
	
  cco.trag.1102.10112.1.1.P32

  	
   

  	
   

  	
   

  	
  Braspetro
  Oil Services, Co.

  	
   

  	
  Trust
  Agreement

  	
   

  	
  Primary

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  cco.lica.1294.0032678.001

  	
   

  	
   

  	
   

  	
  CAE
  USA, Inc (fka Reflectone Training)

  	
   

  	
  License
  Agreement

  	
   

  	
  Primary

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  cco.loca.0903.0043143.001

  	
   

  	
   

  	
   

  	
  Camrose
  Pipe Corporation

  	
   

  	
  Letter
  of Credit Agreement

  	
   

  	
  Primary

  
	
  cco.lica.0903.0043143.001

  	
   

  	
   

  	
   

  	
  Camrose
  Pipe Corporation

  	
   

  	
  License
  Agreement

  	
   

  	
  Primary

  
	
  cco.fdlo.0303.0043143.001

  	
   

  	
   

  	
   

  	
  Camrose
  Pipe Corporation

  	
   

  	
  Formation
  documents (lessor)

  	
   

  	
  Ancillary

  



 

















 


	
  Name

  	
   

  	
   

  	
   

  	
  Customer Name

  	
   

  	
  Document Type Name

  	
   

  	
  Category

  
	
  cco.esta.0902.0033963-101.102

  	
   

  	
  10029-103.104.105.106

  	
   

  	
  Coastal
  Towing, Inc.

  	
   

  	
  Escrow
  Trust Agreement

  	
   

  	
  Ancillary

  
	
  cco.intr.1002.0033963-101.102

  	
   

  	
  10029-103.104.105.106.b

  	
   

  	
  Coastal
  Towing, Inc.

  	
   

  	
  Intercreditor
  Agreement

  	
   

  	
  Primary

  
	
  cco.intr.1002.0033963-101.102

  	
   

  	
  10029-103.104.105.106.a

  	
   

  	
  Coastal
  Towing, Inc.

  	
   

  	
  Intercreditor
  Agreement

  	
   

  	
  Primary

  
	
  cco.subk.1002.0033963-101.102

  	
   

  	
  10029-103.104.105.106

  	
   

  	
  Coastal
  Towing, Inc.

  	
   

  	
  Subordination
  agreement

  	
   

  	
  Ancillary

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  cco.subk.0493.0032631

  	
   

  	
   

  	
   

  	
  Container
  Applications International, Inc.

  	
   

  	
  Subordination
  agreement

  	
   

  	
  Ancillary

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  cco.pa.1200.0037893.001

  	
   

  	
   

  	
   

  	
  Creative
  Golf Management, Inc.

  	
   

  	
  Participation
  agreement

  	
   

  	
  Primary

  
	
  cco.rmkt.0900.0037893.001

  	
   

  	
   

  	
   

  	
  Creative
  Golf Management, Inc.

  	
   

  	
  Remarketing
  agreement

  	
   

  	
  Primary

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  cco.pa.0901.0040241.001

  	
   

  	
   

  	
   

  	
  DeSoto
  Jordan

  	
   

  	
  Participation
  agreement

  	
   

  	
  Primary

  
	
  cco.rmkt.0900.0040241.001

  	
   

  	
   

  	
   

  	
  DeSoto
  Jordan

  	
   

  	
  Remarketing
  agreement

  	
   

  	
  Primary

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  cco.ema.0401.0032079.004

  	
   

  	
   

  	
   

  	
  Federal-Mogul
  Corp.

  	
   

  	
  Equipment
  Maintenance agreement

  	
   

  	
  IER

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  cco.pa.1200.0037971.001

  	
   

  	
   

  	
   

  	
  Front
  Porch Development Corp.

  	
   

  	
  Participation
  agreement

  	
   

  	
  Primary

  
	
  cco.rmkt.0900.0037971.001

  	
   

  	
   

  	
   

  	
  Front
  Porch Development Corp.

  	
   

  	
  Remarketing
  agreement

  	
   

  	
  Primary

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  cco.esta.1099.0035771.001

  	
   

  	
   

  	
   

  	
  Fulghum
  Fibres, Inc.(W.Monroe Fibre Proc. Co.)

  	
   

  	
  Escrow
  Trust Agreement

  	
   

  	
  Ancillary

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  cco.intr.0301.0035326

  	
   

  	
   

  	
   

  	
  Gateway
  Container International, Ltd

  	
   

  	
  Intercreditor
  Agreement

  	
   

  	
  Primary

  
	
  cco.intr.1203.0035326

  	
   

  	
   

  	
   

  	
  Gateway
  Container International, Ltd

  	
   

  	
  Intercreditor
  Agreement

  	
   

  	
  Primary

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  cco.intr.1002.0035559.101

  	
   

  	
   

  	
   

  	
  Glenoit
  LLC

  	
   

  	
  Intercreditor
  Agreement

  	
   

  	
  Primary

  
	
  cco.pa.1002.0035559.101

  	
   

  	
   

  	
   

  	
  Glenoit
  LLC

  	
   

  	
  Participation
  agreement

  	
   

  	
  Primary

  
	
  cco.subk.1002.0035559.101

  	
   

  	
   

  	
   

  	
  Glenoit
  LLC

  	
   

  	
  Subordination
  agreement

  	
   

  	
  Ancillary

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  cco.intr.0998.0035182.001

  	
   

  	
   

  	
   

  	
  Grays
  Harbor Paper, L.P.

  	
   

  	
  Intercreditor
  Agreement

  	
   

  	
  Primary

  
	
  cco.subk.0998.0035182.001.a

  	
   

  	
   

  	
   

  	
  Grays
  Harbor Paper, L.P.

  	
   

  	
  Subordination
  agreement

  	
   

  	
  Ancillary

  
	
  cco.subk.0998.0035182.001

  	
   

  	
   

  	
   

  	
  Grays
  Harbor Paper, L.P.

  	
   

  	
  Subordination
  agreement

  	
   

  	
  Ancillary

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  cco.pa.0702.0034074.013

  	
   

  	
   

  	
   

  	
  Great
  Lakes Dredge & Dock Company

  	
   

  	
  Participation
  agreement

  	
   

  	
  Primary

  
	
  cco.pa.0797.0034074.003

  	
   

  	
   

  	
   

  	
  Great
  Lakes Dredge & Dock Company

  	
   

  	
  Participation
  agreement

  	
   

  	
  Primary

  
	
  cco.pa.1199.0034074.012

  	
   

  	
   

  	
   

  	
  Great
  Lakes Dredge & Dock Company

  	
   

  	
  Participation
  agreement

  	
   

  	
  Primary

  
	
  cco.pa.1298.0034074

  	
   

  	
   

  	
   

  	
  Great
  Lakes Dredge & Dock Company

  	
   

  	
  Participation
  agreement

  	
   

  	
  Primary

  
	
  cco.pa.1296.0034074

  	
   

  	
   

  	
   

  	
  Great
  Lakes Dredge & Dock Company

  	
   

  	
  Participation
  agreement

  	
   

  	
  Primary

  
	
  cco.pa.0297.0034074.002

  	
   

  	
   

  	
   

  	
  Great
  Lakes Dredge & Dock Company

  	
   

  	
  Participation
  agreement

  	
   

  	
  Primary

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  cco.intr.0302.0040707.001

  	
   

  	
   

  	
   

  	
  Great
  Northern Paper, Inc.

  	
   

  	
  Intercreditor
  Agreement

  	
   

  	
  Primary

  
	
  cco.subk.0302.0040707.001

  	
   

  	
   

  	
   

  	
  Great
  Northern Paper, Inc.

  	
   

  	
  Subordination
  agreement

  	
   

  	
  Ancillary

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  cco.trag.1291.0040918

  	
   

  	
   

  	
   

  	
  H.J.
  Heinz Co.

  	
   

  	
  Trust
  Agreement

  	
   

  	
  Primary

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  cco.esta.1003.0043553.001

  	
   

  	
   

  	
   

  	
  Helimed
  Aero Taxi Ltda.

  	
   

  	
  Escrow
  Trust Agreement

  	
   

  	
  Ancillary

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  cco.agam.1299.0035872.001

  	
   

  	
   

  	
   

  	
  International
  Truck and Engine

  	
   

  	
  Agency
  Agreement

  	
   

  	
  Primary

  
	
  cco.intr.1203.0041018.001

  	
   

  	
   

  	
   

  	
  International
  Truck and Engine

  	
   

  	
  Intercreditor
  Agreement

  	
   

  	
  Primary

  



 

















 


	
  Name

  	
   

  	
   

  	
   

  	
  Customer Name

  	
   

  	
  Document Type Name

  	
   

  	
  Category

  
	
  cco.pa.0301.0038304

  	
   

  	
   

  	
   

  	
  International
  Truck and Engine

  	
   

  	
  Participation
  agreement

  	
   

  	
  Primary

  
	
  cco.pa.0602.0041018.001

  	
   

  	
   

  	
   

  	
  International
  Truck and Engine

  	
   

  	
  Participation
  agreement

  	
   

  	
  Primary

  
	
  cco.pa.0602.0041030.001

  	
   

  	
   

  	
   

  	
  International
  Truck and Engine

  	
   

  	
  Participation
  agreement

  	
   

  	
  Primary

  
	
  cco.pa.0802.0041030.001.a

  	
   

  	
   

  	
   

  	
  International
  Truck and Engine

  	
   

  	
  Participation
  agreement

  	
   

  	
  Primary

  
	
  cco.pa.0802.0041030.001

  	
   

  	
   

  	
   

  	
  International
  Truck and Engine

  	
   

  	
  Participation
  agreement

  	
   

  	
  Primary

  
	
  cco.pa.0602.0041029.001

  	
   

  	
   

  	
   

  	
  International
  Truck and Engine

  	
   

  	
  Participation
  agreement

  	
   

  	
  Primary

  
	
  cco.pa.1299.0035872.001

  	
   

  	
   

  	
   

  	
  International
  Truck and Engine

  	
   

  	
  Participation
  agreement

  	
   

  	
  Primary

  
	
  cco.fdlo.0502.0041018.001

  	
   

  	
   

  	
   

  	
  International
  Truck and Engine

  	
   

  	
  Formation
  documents (lessor)

  	
   

  	
  Ancillary

  
	
  cco.fdlo.0502.0041029.001

  	
   

  	
   

  	
   

  	
  International
  Truck and Engine

  	
   

  	
  Formation
  documents (lessor)

  	
   

  	
  Ancillary

  
	
  cco.fdlr.0598.0041030.001

  	
   

  	
   

  	
   

  	
  International
  Truck and Engine

  	
   

  	
  Formation
  documents (lender)

  	
   

  	
  Ancillary

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  cco.fdlr.0503.110115.101

  	
   

  	
   

  	
   

  	
  ISG
  Columbus Coatings Inc.

  	
   

  	
  Formation
  documents (lender)

  	
   

  	
  Ancillary

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  cco.clob.1296.0034018..001.e

  	
   

  	
   

  	
   

  	
  Jamaica
  Energy Partners

  	
   

  	
  Power
  Purchase Agreement

  	
   

  	
  Ancillary

  
	
  cco.clob.1296.0034018.001.a

  	
   

  	
   

  	
   

  	
  Jamaica
  Energy Partners

  	
   

  	
  Investment
  Agreement

  	
   

  	
  Ancillary

  
	
  cco.clob.1296.0034018.001.b

  	
   

  	
   

  	
   

  	
  Jamaica
  Energy Partners

  	
   

  	
  Subordination
  agreement

  	
   

  	
  Ancillary

  
	
  cco.subk.0897.0034018.001

  	
   

  	
   

  	
   

  	
  Jamaica
  Energy Partners

  	
   

  	
  Subordination
  agreement

  	
   

  	
  Ancillary

  
	
  cco.subk.1296.0034018.001.a

  	
   

  	
   

  	
   

  	
  Jamaica
  Energy Partners

  	
   

  	
  Subordination
  agreement

  	
   

  	
  Ancillary

  
	
  cco.subk.1296.0034018.001.b

  	
   

  	
   

  	
   

  	
  Jamaica
  Energy Partners

  	
   

  	
  Subordination
  agreement

  	
   

  	
  Ancillary

  
	
  cco.subk.1296.0034018.001

  	
   

  	
   

  	
   

  	
  Jamaica
  Energy Partners

  	
   

  	
  Subordination
  agreement

  	
   

  	
  Ancillary

  
	
  cco.subk.1296.0034018.001c

  	
   

  	
   

  	
   

  	
  Jamaica
  Energy Partners

  	
   

  	
  Subordination
  agreement

  	
   

  	
  Ancillary

  
	
  cco.trag.1296.0034018.001

  	
   

  	
   

  	
   

  	
  Jamaica
  Energy Partners

  	
   

  	
  Trust
  Agreement

  	
   

  	
  Primary

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  cco.subk.0902.0041218.001

  	
   

  	
   

  	
   

  	
  Kasgro

  	
   

  	
  Subordination
  agreement

  	
   

  	
  Ancillary

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  cco.pa.0201.0039494.001.a

  	
   

  	
   

  	
   

  	
  Lider
  Taxi Aereo, S.A.

  	
   

  	
  Purchase
  Agreement

  	
   

  	
  IER

  
	
  cco.pa.0201.0039494.001.b

  	
   

  	
   

  	
   

  	
  Lider
  Taxi Aereo, S.A.

  	
   

  	
  Purchase
  Agreement

  	
   

  	
  IER

  
	
  cco.pa.0201.0039494.001.c

  	
   

  	
   

  	
   

  	
  Lider
  Taxi Aereo, S.A.

  	
   

  	
  Purchase
  Agreement

  	
   

  	
  IER

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  cco.trag.1201.0040252

  	
   

  	
   

  	
   

  	
  Lowa
  Corp.

  	
   

  	
  Trust
  Agreement

  	
   

  	
  Primary

  
	
  cco.trag.0902.0040252.004

  	
   

  	
   

  	
   

  	
  Lowa
  Corp.

  	
   

  	
  Trust
  Agreement

  	
   

  	
  Primary

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  cco.fllr.0399.0035448.002

  	
   

  	
   

  	
   

  	
  L-S
  Electro-Galvanizing Co.

  	
   

  	
  Formation
  documents (lessor)

  	
   

  	
  Ancillary

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  cco.pa.1100.0037660.001

  	
   

  	
   

  	
   

  	
  Luke
  David, L.L.C

  	
   

  	
  Participation
  agreement

  	
   

  	
  Primary

  
	
  cco.rmkt.0900.0037660.001

  	
   

  	
   

  	
   

  	
  Luke
  David, L.L.C

  	
   

  	
  Remarketing
  agreement

  	
   

  	
  Primary

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  cco.clob.1002.0037371.002

  	
   

  	
   

  	
   

  	
  Maritime
  Shipping NV (IPC)

  	
   

  	
  Subordination
  agreement

  	
   

  	
  Ancillary

  
	
  cco.intr.1002.0037371.002

  	
   

  	
   

  	
   

  	
  Maritime
  Shipping NV (IPC)

  	
   

  	
  Intercreditor
  Agreement

  	
   

  	
  Primary

  
	
  cco.subk.0800.0037371.001

  	
   

  	
   

  	
   

  	
  Maritime
  Shipping NV (IPC)

  	
   

  	
  Subordination
  agreement

  	
   

  	
  Ancillary

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  cco.pa.0301.0038260.002

  	
   

  	
   

  	
   

  	
  Michael
  McCullough

  	
   

  	
  Participation
  agreement

  	
   

  	
  Primary

  
	
  cco.rmkt.0900.0038260.002

  	
   

  	
   

  	
   

  	
  Michael
  McCullough

  	
   

  	
  Remarketing
  agreement

  	
   

  	
  Primary

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  cco.subk.0994.0032566

  	
   

  	
   

  	
   

  	
  Neuvant
  Aerospace Corp.

  	
   

  	
  Subordination
  Agreement

  	
   

  	
  Ancillary

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  cco.clob.0598.0034926.001

  	
   

  	
   

  	
   

  	
  New
  Piper Aircraft, Inc., The

  	
   

  	
  Subordination
  Agreement

  	
   

  	
  Ancillary

  
	
  cco.intr.0598.0034926.001

  	
   

  	
   

  	
   

  	
  New
  Piper Aircraft, Inc., The

  	
   

  	
  Intercreditor
  Agreement

  	
   

  	
  Primary

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  cco.comk.0501.0039015.001

  	
   

  	
   

  	
   

  	
  Omni
  Flys, S.A. de C.V.

  	
   

  	
  Completion
  contract

  	
   

  	
  Ancillary

  



 

















 


	
  Name

  	
   

  	
   

  	
   

  	
  Customer Name

  	
   

  	
  Document Type Name

  	
   

  	
  Category

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  cco.ema.0801.0041567.003

  	
   

  	
   

  	
   

  	
  Peabody
  Holding Co., Inc.

  	
   

  	
  Equipment
  Maintenance agreement

  	
   

  	
  IER

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  cco.pa.0901.0039348.001

  	
   

  	
   

  	
   

  	
  Peerless
  Importers, Inc.

  	
   

  	
  Participation
  agreement

  	
   

  	
  Primary

  
	
  cco.rmkt.0900.003938.001

  	
   

  	
   

  	
   

  	
  Peerless
  Importers, Inc.

  	
   

  	
  Remarketing
  agreement

  	
   

  	
  Primary

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  cco.trag.0600.0036771.001.b

  	
   

  	
   

  	
   

  	
  PolicyD,
  S.A. de C.V.

  	
   

  	
  Trust
  Agreement

  	
   

  	
  Primary

  
	
  cco.trag.0600.0036771.001.a

  	
   

  	
   

  	
   

  	
  PolicyD,
  S.A. de C.V.

  	
   

  	
  Trust
  Agreement

  	
   

  	
  Primary

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  cco.ema.1201.0040330.001

  	
   

  	
   

  	
   

  	
  Pope
  and Talbot, Inc.

  	
   

  	
  Equipment
  Maintenance agreement

  	
   

  	
  Primary

  
	
  cco.intr.1201.0040330.001

  	
   

  	
   

  	
   

  	
  Pope
  and Talbot, Inc.

  	
   

  	
  Intercreditor
  Agreement

  	
   

  	
  Primary

  
	
  cco.pa.1201.0040330.001.a

  	
   

  	
   

  	
   

  	
  Pope
  and Talbot, Inc.

  	
   

  	
  Participation
  agreement

  	
   

  	
  Primary

  
	
  cco.pa.1201.0040330.001.b

  	
   

  	
   

  	
   

  	
  Pope
  and Talbot, Inc.

  	
   

  	
  Participation
  agreement

  	
   

  	
  Primary

  
	
  cco.part.1201.0040330.001

  	
   

  	
   

  	
   

  	
  Pope
  and Talbot, Inc.

  	
   

  	
  Partnership
  Agreement

  	
   

  	
  Primary

  
	
  cco.trag.1201.0040330.001

  	
   

  	
   

  	
   

  	
  Pope
  and Talbot, Inc.

  	
   

  	
  Trust
  Agreement

  	
   

  	
  Primary

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  cco.pa.0299.0035459.001.

  	
   

  	
   

  	
   

  	
  Pride
  Amethyst, Ltd

  	
   

  	
  Participation
  agreement

  	
   

  	
  Primary

  
	
  cco.trag.0299.0035459.001.

  	
   

  	
   

  	
   

  	
  Pride
  Amethyst, Ltd

  	
   

  	
  Trust
  Agreement

  	
   

  	
  Primary

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  cco.intr.0602.0035671.003

  	
   

  	
   

  	
   

  	
  Radiant
  Aviation Services

  	
   

  	
  Intercreditor
  Agreement

  	
   

  	
  Primary

  
	
  cco.lica.0701.0035671.003

  	
   

  	
   

  	
   

  	
  Radiant
  Aviation Services

  	
   

  	
  License
  Agreement

  	
   

  	
  Primary

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  cco.intr.1297.0034429.a

  	
   

  	
   

  	
   

  	
  Ravenna
  Aluminum, Inc.

  	
   

  	
  Intercreditor
  Agreement

  	
   

  	
  Primary

  
	
  cco.intr.1297.0034429.b

  	
   

  	
   

  	
   

  	
  Ravenna
  Aluminum, Inc.

  	
   

  	
  Intercreditor
  Agreement

  	
   

  	
  Primary

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  cco.intr.0995.0032820

  	
   

  	
   

  	
   

  	
  Revere
  Copper Products, Inc.

  	
   

  	
  Intercreditor
  Agreement

  	
   

  	
  Primary

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  cco.subk.0999.0035737

  	
   

  	
   

  	
   

  	
  Rigi,
  Inc.

  	
   

  	
  Subordination
  agreement

  	
   

  	
  Ancillary

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  cco.ema.1003.0037904.002

  	
   

  	
   

  	
   

  	
  RX
  Choice, Inc.

  	
   

  	
  Equipment
  Maintenance agreement

  	
   

  	
  IER

  
	
  cco.ema.0803.0037904.003

  	
   

  	
   

  	
   

  	
  RX
  Choice, Inc.

  	
   

  	
  Equipment
  Maintenance agreement

  	
   

  	
  IER

  
	
  cco.ema.0600.0037904.004

  	
   

  	
   

  	
   

  	
  RX
  Choice, Inc.

  	
   

  	
  Equipment
  Maintenance agreement

  	
   

  	
  IER

  
	
  cco.esta.0601.0037904

  	
   

  	
   

  	
   

  	
  RX
  Choice, Inc.

  	
   

  	
  Escrow
  Trust Agreement

  	
   

  	
  Ancillary

  
	
  cco.loca.0101.0037904.001.a

  	
   

  	
   

  	
   

  	
  RX
  Choice, Inc.

  	
   

  	
  Letter
  of Credit Agreement

  	
   

  	
  Primary

  
	
  cco.loca.0101.0037904.b

  	
   

  	
   

  	
   

  	
  RX
  Choice, Inc.

  	
   

  	
  Letter
  of Credit Agreement

  	
   

  	
  Primary

  
	
  cco.wary.0701.0037904.001

  	
   

  	
   

  	
   

  	
  RX
  Choice, Inc.

  	
   

  	
  Warranty

  	
   

  	
  Ancillary

  
	
  cco.wary.0701.0037904.001

  	
   

  	
   

  	
   

  	
  RX
  Choice, Inc.

  	
   

  	
  Warranty

  	
   

  	
  Ancillary

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  cco.clob.0703.0042654.001.a

  	
   

  	
   

  	
   

  	
  Servicios
  Integrales de Avaicion, SA de CV (SIASA)

  	
   

  	
  Subordination
  Agreement

  	
   

  	
  Ancillary

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  cco.esta.0399.0035471

  	
   

  	
   

  	
   

  	
  Southern
  Bulk Industries, Inc.

  	
   

  	
  Escrow
  Trust Agreement

  	
   

  	
  Ancillary

  
	
  cco.intr.0901.0035471.34541.a

  	
   

  	
   

  	
   

  	
  Southern
  Bulk Industries, Inc.

  	
   

  	
  Intercreditor
  Agreement

  	
   

  	
  Primary

  
	
  cco.intr.0901.0035471.34541.b

  	
   

  	
   

  	
   

  	
  Southern
  Bulk Industries, Inc.

  	
   

  	
  Intercreditor
  Agreement

  	
   

  	
  Primary

  
	
  cco.subk.0399.0035471.b

  	
   

  	
   

  	
   

  	
  Southern
  Bulk Industries, Inc.

  	
   

  	
  Subordination
  agreement

  	
   

  	
  Ancillary

  
	
  cco.subk.0399.0035471.a

  	
   

  	
   

  	
   

  	
  Southern
  Bulk Industries, Inc.

  	
   

  	
  Subordination
  agreement

  	
   

  	
  Ancillary

  
	
  cco.subk.0702.0035471.34541.a

  	
   

  	
   

  	
   

  	
  Southern
  Bulk Industries, Inc.

  	
   

  	
  Subordination
  agreement

  	
   

  	
  Ancillary

  
	
  cco.subk.0702.0035471.34541.b

  	
   

  	
   

  	
   

  	
  Southern
  Bulk Industries, Inc.

  	
   

  	
  Subordination
  agreement

  	
   

  	
  Ancillary

  
	
  cco.subk.0702.0035471.34541.c

  	
   

  	
   

  	
   

  	
  Southern
  Bulk Industries, Inc.

  	
   

  	
  Subordination
  agreement

  	
   

  	
  Ancillary

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  cco.pa.0101.0037960.001

  	
   

  	
   

  	
   

  	
  Southern
  Company Services, Inc.

  	
   

  	
  Participation
  agreement

  	
   

  	
  Primary

  



 

















 


	
  Name

  	
   

  	
   

  	
   

  	
  Customer Name

  	
   

  	
  Document Type Name

  	
   

  	
  Category

  
	
  cco.rmkt.0900.0037960.001

  	
   

  	
   

  	
   

  	
  Southern
  Company Services, Inc.

  	
   

  	
  Remarketing
  agreement

  	
   

  	
  Primary

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  cco.esta.0901.0039595.001

  	
   

  	
   

  	
   

  	
  Springs
  Industries, Inc.

  	
   

  	
  Escrow
  Trust Agreement

  	
   

  	
  Ancillary

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  cco.pa.0999.0035293.002

  	
   

  	
   

  	
   

  	
  TCA
  Network Funding, Limited Partnership

  	
   

  	
  Participation
  agreement

  	
   

  	
  Primary

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  cco.esta.1003.0043254.001.101.201

  	
   

  	
   

  	
   

  	
  Tower
  Automotive Madison, LLC

  	
   

  	
  Escrow
  Trust Agreement

  	
   

  	
  Ancillary

  
	
  cco.loca.1003.0043254.001.101.201

  	
   

  	
   

  	
   

  	
  Tower
  Automotive Madison, LLC

  	
   

  	
  Letter
  of Credit Agreement

  	
   

  	
  Primary

  
	
  cco.pa.1003.0043254.001.101.201

  	
   

  	
   

  	
   

  	
  Tower
  Automotive Madison, LLC

  	
   

  	
  Participation
  Agreement

  	
   

  	
  Primary

  
	
  cco.subk.1003.0043254.001.101.201

  	
   

  	
   

  	
   

  	
  Tower
  Automotive Madison, LLC

  	
   

  	
  Subordination
  agreement

  	
   

  	
  Ancillary

  
	
  cco.subk.1003.0043254.001.101.201A

  	
   

  	
   

  	
   

  	
  Tower
  Automotive Madison, LLC

  	
   

  	
  Subordination
  agreement

  	
   

  	
  Ancillary

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  cco.agam.0798.0033192

  	
   

  	
   

  	
   

  	
  Transocean
  Holdings, Inc.

  	
   

  	
  Agency
  Agreement

  	
   

  	
  Primary

  
	
  cco.agam.0797.0033192

  	
   

  	
   

  	
   

  	
  Transocean
  Holdings, Inc.

  	
   

  	
  Agency
  Agreement

  	
   

  	
  Primary

  
	
  cco.esta.1195.0033192

  	
   

  	
   

  	
   

  	
  Transocean
  Holdings, Inc.

  	
   

  	
  Escrow
  Trust Agreement

  	
   

  	
  Ancillary

  
	
  cco.trag.1195.0033192

  	
   

  	
   

  	
   

  	
  Transocean
  Holdings, Inc.

  	
   

  	
  Trust
  Agreement

  	
   

  	
  Primary

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  cco.subk.1196.0033069

  	
   

  	
   

  	
   

  	
  UNC
  Johnson Technology, Inc.

  	
   

  	
  Subordination
  Agreement

  	
   

  	
  Ancillary

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  cco.trag.0701.0039505.001

  	
   

  	
   

  	
   

  	
  Waterman
  Steamship Corp.

  	
   

  	
  Trust
  Agreement

  	
   

  	
  Primary

  



 

















 


Schedule 3.2(r)


 


Designated Credit
Enhancements


 


	
  Issuing Bank

  	
   

  	
  Dollar

  Amount

  	
   

  	
  Reduction

  Date

  	
   

  	
  Reduction

  Code

  	
   

  	
  Renewal

  Date

  	
   

  	
  Renewal

  Code

  	
   

  	
  Expiration

  Date

  	
   

  	
  Lease Term

  Date

  	
   

  	
  Letter of

  Credit No.

  	
   

  	
  Customer

  	
   

  	
  Lease

  Number

  	
   

  	
  LOC

  Number

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  (Y/N)

  	
   

  	
   

  	
   

  	
  (Y/N)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  LOC'S NOT

  AUTOMATICALLY

  RENEWED

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  FLEET BANK

  	
   

  	
  8,608,320.00

  	
   

  	
  N/A

  	
   

  	
  Yes*

  	
   

  	
  N/A

  	
   

  	
  N

  	
   

  	
  09/30/04

  	
   

  	
  02/01/09

  	
   

  	
  ASL-3011624-130ISH

  	
   

  	
  L-S ELECTRO-GALVANIZING CO.

  	
   

  	
  0035448

  	
   

  	
  002

  	
   

  
	
  WELLS FARGO

  	
   

  	
  1,800,000.00

  	
   

  	
  N/A

  	
   

  	
  N

  	
   

  	
  N/A

  	
   

  	
  N

  	
   

  	
  10/31/04

  	
   

  	
  08/05/04

  	
   

  	
  NZS472122*

  	
   

  	
  JETCRAFT (JETCOAST 6042 LLC

  	
   

  	
  10058

  	
   

  	
  001

  	
   

  
	
  WELLS FARGO

  	
   

  	
  1.00

  	
   

  	
  N/A

  	
   

  	
  N

  	
   

  	
  N/A

  	
   

  	
  N

  	
   

  	
  10/31/04

  	
   

  	
  08/05/04

  	
   

  	
  NZS472122*

  	
   

  	
  JETCRAFT (JETCOAST 6043
  LLC)

  	
   

  	
  10059

  	
   

  	
  001

  	
   

  
	
  JPMORGAN CHASE BANK

  	
   

  	
  1,500,000.00

  	
   

  	
  N/A

  	
   

  	
  N

  	
   

  	
  N/A

  	
   

  	
  N

  	
   

  	
  06/30/05

  	
   

  	
  03/29/17

  	
   

  	
  P-241628

  	
   

  	
  CAMROSE PIPE CORPORATION

  	
   

  	
  0043143

  	
   

  	
  001

  	
   

  
	
  GMAC

  	
   

  	
  930,000.00

  	
   

  	
  05/01/04

  	
   

  	
  Yes

  	
   

  	
  N/A

  	
   

  	
  N

  	
   

  	
  04/30/07

  	
   

  	
  06/01/07

  	
   

  	
  0422021047

  	
   

  	
  FORT WAYNE FOUNDRY CORP.

  	
   

  	
  0033093

  	
   

  	
  001

  	
   

  
	
   

  	
   

  	
  12,838,321.00

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  LOC'S WITH AUTOMATIC

  RENEWALS

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CITIBANK, N.A.

  	
   

  	
  1,600,000.00

  	
   

  	
  N/A

  	
   

  	
  N

  	
   

  	
  06/27/04

  	
   

  	
  Y

  	
   

  	
  06/27/11

  	
   

  	
  07/01/11

  	
   

  	
  NY-02169-30030220

  	
   

  	
  RX CHOICE, INC.

  	
   

  	
  0037904

  	
   

  	
  003

  	
   

  
	
  CITIBANK, N.A.

  	
   

  	
  1,550,000.00

  	
   

  	
  N/A

  	
   

  	
  N

  	
   

  	
  06/27/04

  	
   

  	
  Y

  	
   

  	
  06/27/11

  	
   

  	
  07/01/11

  	
   

  	
  NY-02169-30030221

  	
   

  	
  RX CHOICE, INC.

  	
   

  	
  0037904

  	
   

  	
  002

  	
   

  
	
  CITIBANK, N.A.

  	
   

  	
  911,946.00

  	
   

  	
  N/A

  	
   

  	
  N

  	
   

  	
  06/27/04

  	
   

  	
  Y

  	
   

  	
  06/27/11

  	
   

  	
  07/01/11

  	
   

  	
  NY-02169-30030222

  	
   

  	
  RX CHOICE, INC.

  	
   

  	
  0037904

  	
   

  	
  004

  	
   

  
	
  BANK OF AMERICA

  	
   

  	
  650,389.55

  	
   

  	
  N/A

  	
   

  	
  N

  	
   

  	
  06/30/04

  	
   

  	
  Y

  	
   

  	
  None stated

  	
   

  	
  06/15/07

  	
   

  	
  3058413*

  	
   

  	
  AMERICAN COLOR GRAPHICS

  	
   

  	
  0032684

  	
   

  	
  001

  	
   

  
	
  BANK OF AMERICA

  	
   

  	
  1.00

  	
   

  	
  N/A

  	
   

  	
  N

  	
   

  	
  06/30/04

  	
   

  	
  Y

  	
   

  	
  None stated

  	
   

  	
  06/15/07

  	
   

  	
  3058413*

  	
   

  	
  AMERICAN COLOR GRAPHICS

  	
   

  	
  0033365

  	
   

  	
  001

  	
   

  
	
  JP MORGAN CHASE BANK

  	
   

  	
  1,000,000.00

  	
   

  	
  N/A

  	
   

  	
  N

  	
   

  	
  09/02/04

  	
   

  	
  Y

  	
   

  	
  09/02/05

  	
   

  	
  08/01/05

  	
   

  	
  3940/IR011699STO

  	
   

  	
  BISON AIR CORPORATION

  	
   

  	
  0034942

  	
   

  	
  001

  	
   

  
	
  BANK ONE

  	
   

  	
  2,660,000.00

  	
   

  	
  N/A

  	
   

  	
  N

  	
   

  	
  09/24/04

  	
   

  	
  Y

  	
   

  	
  None stated

  	
   

  	
  11/16/07

  	
   

  	
  CLS344020

  	
   

  	
  TUBE CITY, INC.

  	
   

  	
  0033423

  	
   

  	
  001

  	
   

  
	
  COMERICA BANK

  	
   

  	
  6,500,000.00

  	
   

  	
  N/A

  	
   

  	
  N

  	
   

  	
  10/31/04

  	
   

  	
  Y

  	
   

  	
  None stated

  	
   

  	
  11/03/09

  	
   

  	
  587030-05

  	
   

  	
  TOWER AUTOMOTIVE INC.

  	
   

  	
  0043254

  	
   

  	
  001

  	
   

  
	
  WELLS FARGO

  	
   

  	
  5,205,570.00

  	
   

  	
  07/15/04

  	
   

  	
  Yes

  	
   

  	
  12/27/04

  	
   

  	
  Y

  	
   

  	
  12/27/xx

  	
   

  	
  01/16/09

  	
   

  	
  NZS425403

  	
   

  	
  GREYHOUND LINES INC

  	
   

  	
  0040230

  	
   

  	
  001

  	
   

  
	
  CITIBANK, N.A.

  	
   

  	
  1,700,000.00

  	
   

  	
  N/A

  	
   

  	
  N

  	
   

  	
  12/31/04

  	
   

  	
  Y

  	
   

  	
  03/15/11

  	
   

  	
  08/01/11

  	
   

  	
  NY-_____-30029059

  	
   

  	
  RX CHOICE, INC.

  	
   

  	
  0037904

  	
   

  	
  001

  	
   

  
	
  JP MORGAN CHASE BANK

  	
   

  	
  683,747.00

  	
   

  	
  N/A

  	
   

  	
  N

  	
   

  	
  03/15/05

  	
   

  	
  Y

  	
   

  	
  05/20/07

  	
   

  	
  04/01/07

  	
   

  	
  P-223136

  	
   

  	
  J.L. FRENCH AUTOMOTIVE
  CASTING

  	
   

  	
  0039740

  	
   

  	
  001

  	
   

  
	
   

  	
   

  	
  22,461,653.55

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  35,299,974.55

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


No Certificates of Deposit


NOTE: All LOC’s located at 3780 Kilroy Airport
Way, Long Beach, CA 90806


 

















 


Schedule 3.2(s)


Foreign Specified Financing and Lease Assets/ Credit
Enhancement/ Foreign Obligors


 


	
  Customer

  	
   

  	
  Lease/Loan Number

  	
   

  	
  Foreign

  	
   

  	
  Foreign

  Customer

  Location

  	
   

  	
  Foreign

  Equipment

  Location

  	
   

  	
  Payment

  From

  Foreign

  Source

  	
   

  	
  Billing Address

  	
   

  	
  Comments

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  AEROSERVICIOS CORPORATIVOS Total

  	
   

  	
  39482

  	
   

  	
  Y

  	
   

  	
  Mexican

  	
   

  	
  Mexico

  	
   

  	
  Y

  	
   

  	
  Mexico

  	
   

  	
   

  
	
  AEROSERVICIOS DINAMICOS, S.A. Total

  	
   

  	
  34185

  	
   

  	
  Y

  	
   

  	
  Mexican

  	
   

  	
  Mexico

  	
   

  	
  Y

  	
   

  	
  Mexico

  	
   

  	
   

  
	
  AEROSERVICIOS VANGUARDIA, S.A. (AEROSER)
  Total

  	
   

  	
  10002

  	
   

  	
  Y

  	
   

  	
  Mexican

  	
   

  	
  Mexico

  	
   

  	
  Y

  	
   

  	
  Mexico

  	
   

  	
   

  
	
  AEROVITRO. S.A. DE C.V. Total

  	
   

  	
  38971

  	
   

  	
  Y

  	
   

  	
  Mexican

  	
   

  	
  Mexico

  	
   

  	
  Y

  	
   

  	
  Mexico

  	
   

  	
   

  
	
  ATOLL HOLDINGS LIMITED Total

  	
   

  	
  37304

  	
   

  	
  Y

  	
   

  	
  Jersey,
  Channel Islands

  	
   

  	
  Switzerland

  	
   

  	
  Y

  	
   

  	
  Greece

  	
   

  	
  a/c registered in US

  
	
  BRASPETRO OIL SERVICES CO. (BRASPET) Total

  	
   

  	
  10112

  35659

  	
   

  	
  Y

  Y

  	
   

  	
  Brazil

  Brazil

  	
   

  	
  Brazil

  Brazil

  	
   

  	
  N

  Y

  	
   

  	
  New
  York

  Brazil

  	
   

  	
  Two vessels. 
  Registered in Panama

  
	
  BUCYRUS INTERNATIONAL, INC. Total

  	
   

  	
  33729, 39940

  	
   

  	
  Y

  	
   

  	
  US

  	
   

  	
  Bahama

  	
   

  	
  N

  	
   

  	
  Wisconsin

  	
   

  	
  33729 in US. 
  39940 in Bahama

  
	
  CCA FINANCIAL SERVICES INC. (CCAFINA)
  Total

  	
   

  	
  10027

  	
   

  	
  Y

  	
   

  	
  US

  	
   

  	
  Brazil

  	
   

  	
  N

  	
   

  	
  Florida

  	
   

  	
  We have a loan secured by 2 helicopters.  Our customer leases the exuipment to a
  company in Brazil.  We have a security
  interest in the lease and the helicopters

  
	
  CONTAINER APPLICATION INTL,INC Total

  	
   

  	
  32631

  	
   

  	
  Y

  	
   

  	
  US

  	
   

  	
  International

  	
   

  	
  N

  	
   

  	
  California

  	
   

  	
  Shipping containers used in international trade

  
	
  CREDENCE CAPITAL CORPORATION (CREDENC)
  Total

  	
   

  	
  10033

  	
   

  	
  Y

  	
   

  	
  US

  	
   

  	
  Korea

  	
   

  	
  N

  	
   

  	
  California

  	
   

  	
  We have a loan to a US company that leases equipment
  to a US company, who in turn subleases the equipment to their Korean
  sub.  We have a security interest in
  the equipment, the lease and the sublease.

  
	
  CRONOS CONTAINER Total

  	
   

  	
  32591

  	
   

  	
  Y

  	
   

  	
  US

  	
   

  	
  International

  	
   

  	
  N

  	
   

  	
  California

  	
   

  	
  Shipping containers used in international trade

  
	
  DEL MONTE FOODS CORP Total

  	
   

  	
   

  	
   

  	
  Y

  	
   

  	
  US

  	
   

  	
  US
  Samoa

  	
   

  	
  N

  	
   

  	
   

  	
   

  	
   

  
	
  ESSAR SHIPPING LTD (ESSARSH) Total

  	
   

  	
  10039

  	
   

  	
  Y

  	
   

  	
  India

  	
   

  	
  International

  	
   

  	
  Y

  	
   

  	
  India

  	
   

  	
  Loan secured by vessels registered and based in
  India

  
	
  FANCIA INVESTMENTS Total

  	
   

  	
  37026

  	
   

  	
  Y

  	
   

  	
  Panama

  	
   

  	
  International

  	
   

  	
  Y

  	
   

  	
  Denmark

  	
   

  	
  Shipping containers used in international
  trade.  Guarantor is Swiss

  
	
  GATEWAY CONTAINER INTL., LTD. Total

  	
   

  	
  35326, 37715

  	
   

  	
  Y

  	
   

  	
  Bermuda

  	
   

  	
  International

  	
   

  	
  N

  	
   

  	
  California

  	
   

  	
  Shipping containers used in international trade

  
	
  HAINAN AIRLINES CO., LTD. Total

  	
   

  	
  39706

  	
   

  	
  Y

  	
   

  	
  China

  	
   

  	
  China

  	
   

  	
  Y

  	
   

  	
  China

  	
   

  	
   

  
	
  HAYNES INTERNATIONAL Total

  	
   

  	
  35593

  	
   

  	
  Y

  	
   

  	
  US

  	
   

  	
  US/Mexico

  	
   

  	
  N

  	
   

  	
  Indiana

  	
   

  	
  Equipment under Lease 35593 is located in
  Mexico.  NAV of $99K

  
	
  HELIMED AERO TAXI

  	
   

  	
  43553

  	
   

  	
  Y

  	
   

  	
  Brazil

  	
   

  	
  Brazil

  	
   

  	
  Y

  	
   

  	
  Brazil

  	
   

  	
   

  
	
  HORIZON OFFSHORE CONTRACTOR, (HORIZO1)
  Total

  	
   

  	
  10110

  	
   

  	
  Y

  	
   

  	
  Cayman

  	
   

  	
  International

  	
   

  	
  N

  	
   

  	
  Texas

  	
   

  	
  Vessel used internationally and registered in
  Vanuatu.  US Guarantor

  
	
  JAMAICA ENERGY PARTNERS (JAMAICA) Total

  	
   

  	
  10056

  	
   

  	
  Y

  	
   

  	
  Jamaica

  	
   

  	
  Jamaica

  	
   

  	
  Y

  	
   

  	
  Jamaica

  	
   

  	
   

  
	
  LCI SHIPHOLDING, INC. Total

  	
   

  	
  39448

  	
   

  	
  Y

  	
   

  	
  Liberia

  	
   

  	
  International

  	
   

  	
  N

  	
   

  	
  Louisiana

  	
   

  	
  Lease of a vessel used internationally and
  registered in Panama

  
	
  LIDER TAXI AEREO S.A. Total

  	
   

  	
  10064, 39494

  	
   

  	
  Y

  	
   

  	
  Brazil

  	
   

  	
  Brazil

  	
   

  	
  Y

  	
   

  	
  Brazil

  	
   

  	
   

  
	
  LOS CIPRESES S.A. (LOSCIPR) Total

  	
   

  	
  10065

  	
   

  	
  Y

  	
   

  	
  Marshall
  Islands/ Uruguay

  	
   

  	
  Unsecured

  	
   

  	
  Y

  	
   

  	
  Uruguay

  	
   

  	
  Co-borrowers on an unsecured loan as part of a
  workout

  
	
  LOWA CORP (LOWACOR) Total

  	
   

  	
  10066

  	
   

  	
  Y

  	
   

  	
  Cayman
  Island

  	
   

  	
  International

  	
   

  	
  Y

  	
   

  	
  UK
  (London)

  	
   

  	
  Aircraft registered in Burmuda

  
	
  MARITIME SHIPPING NV (IPC) (MARITIM) Total

  	
   

  	
  10067

  	
   

  	
  Y

  	
   

  	
  Cayman
  Island

  	
   

  	
  Mexico

  	
   

  	
  Y

  	
   

  	
  Mexico

  	
   

  	
  Loan secured by vessel registered in Panama

  
	
  NORTH ATLANTIC REFINING, LTD. (NORTHAT)
  Total

  	
   

  	
  10069

  	
   

  	
  Y

  	
   

  	
  Canada

  	
   

  	
  Canada

  	
   

  	
  Y

  	
   

  	
  Canada

  	
   

  	
   

  
	
  OMNI FLYS,.S.A. DE C.V. Total

  	
   

  	
   

  	
   

  	
  Y

  	
   

  	
  Mexican

  	
   

  	
  Mexico

  	
   

  	
  Y

  	
   

  	
  Mexico

  	
   

  	
   

  
	
  PARKER DRILLING OFFSHORE INTERNATIONAL (PARKER
  D)

  	
   

  	
  10072

  	
   

  	
  Y

  	
   

  	
  Cayman
  Islands

  	
   

  	
  Nigeria

  	
   

  	
  Y

  	
   

  	
  Texas

  	
   

  	
  Loan
  secured by Panamanian flagged vessel. 
  US Guarantor.

  
	
  POLICYD, S.A. DE C.V. (POLICYD) Total

  	
   

  	
  10074

  	
   

  	
  Y

  	
   

  	
  Mexican

  	
   

  	
  Mexico

  	
   

  	
  Y

  	
   

  	
  Mexico

  	
   

  	
   

  
	
  PRIDE AMETHYST LIMITED Total

  	
   

  	
  35459

  	
   

  	
  Y

  	
   

  	
  British
  Virgin Islands

  	
   

  	
  Brazil

  	
   

  	
  N

  	
   

  	
  Texas

  	
   

  	
  Vessel registered in Netherland Antiles.  Vessel subleased to Petrobras.  Transaction guarantied by US parent

  
	
  ROLLS ROYCE CANADA LTD. Total

  	
   

  	
  33126

  	
   

  	
  Y

  	
   

  	
  Canada

  	
   

  	
  Canada

  	
   

  	
  Y

  	
   

  	
  Canada

  	
   

  	
   

  
	
  SARGEANT MARINE, INC (SARGENT) Total

  	
   

  	
  10080

  	
   

  	
  Y

  	
   

  	
  US/Cayman

  	
   

  	
  International

  	
   

  	
  N

  	
   

  	
  Florida

  	
   

  	
  2 vessels. 
  Commander is US registered and Victory is Cayman registered.

  
	
  SEAFALCON LTD TOTAL

  	
   

  	
  38093

  	
   

  	
  Y

  	
   

  	
  Bermuda

  	
   

  	
  Switzerland

  	
   

  	
  Y

  	
   

  	
  Monte
  Carlo

  	
   

  	
  Aircraft used internationally and registered in
  Switzerland

  
	
  SERVICIOS INTEGRALES DE Total

  	
   

  	
  42654

  	
   

  	
  Y

  	
   

  	
  Mexican

  	
   

  	
  Mexico

  	
   

  	
  Y

  	
   

  	
  Mexico

  	
   

  	
  Aircraft used internationally and registered in
  Mexico

  
	
  STONE CONTAINER CORP. Total

  	
   

  	
  30213

  	
   

  	
  Y

  	
   

  	
  US

  	
   

  	
  Canada
  / US

  	
   

  	
  N

  	
   

  	
  US
  Several Locations

  	
   

  	
  One piece of equipment moved to Canada.  NAV of $720K

  



 

















 


	
  SUBIC AIR CHARTER INC. (SUBICAI) Total

  	
   

  	
  10085

  	
   

  	
  Y

  	
   

  	
  Philippines

  	
   

  	
  Philippines

  	
   

  	
  Y

  	
   

  	
  Philippines

  	
   

  	
  Loan secured by aircraft used internationally
  (predominately in Philippines) and registered in Philippines.

  
	
  TRANS OCEAN LEASING CORP Total

  	
   

  	
  23374

  	
   

  	
  Y

  	
   

  	
  US

  	
   

  	
  International

  	
   

  	
  N

  	
   

  	
  New
  York

  	
   

  	
  Shipping containers used in international trade

  
	
  TRANS OCEAN HOLDING

  	
   

  	
  33192

  	
   

  	
  Y

  	
   

  	
  N

  	
   

  	
  Y

  	
   

  	
  N

  	
   

  	
  Louisiana

  	
   

  	
  Serviced by GATX

  
	
  WATERMAN STEAMSHIP CORP. Total

  	
   

  	
  39505

  	
   

  	
  Y

  	
   

  	
   

  	
   

  	
  International

  	
   

  	
  N

  	
   

  	
  Louisiana

  	
   

  	
  Vessel used internationally and registered in US

  
	
  WORLD WIDE CONTAINER LEASING Total

  	
   

  	
  42523

  	
   

  	
  Y

  	
   

  	
  Panama

  	
   

  	
  International

  	
   

  	
  Y

  	
   

  	
  Switzerland

  	
   

  	
  Shipping contatiners used in international
  trade.  Transaction guarantied by
  Guernsey company and Swiss company

  



 

















 


Schedule
3.2(v)


 


Required
Notices and Consents


 


Advance Notice Required:


 


	
  OBLIGOR

  	
   

  	
  BOEING
  ENTITY

  
	
  American Railcar
  Industries, Inc.

  	
   

  	
  Boeing Capital Corporation

  
	
  Asphalt
  International and Victory Marine (master list Sargeant Marine)

  	
   

  	
  Boeing Capital Corporation

  
	
  Braspetro Oil
  Services, Co.  (Petrobras XXXIV Trust
  LLT)

  	
   

  	
  Boeing Capital Corporation

  
	
  Camrose Pipe
  Corporation

  	
   

  	
  SPV – Portland Tube Facility LLC (Boeing member –
  BCC Equipment Leasing Corporation)

  
	
  Coastal Towing,
  Inc.

  	
   

  	
  Boeing Capital Loan Corporation

  
	
  Coastal Towing,
  Inc.

  	
   

  	
  Boeing Capital Corporation

  
	
  Container
  Applications International Inc.

  	
   

  	
  Boeing Capital Leasing Corporation

  
	
  Essar Shipping
  Limited

  	
   

  	
  Boeing Capital Corporation

  
	
  Gateway
  Container International Limited

  	
   

  	
  BCC Equipment Leasing Corporation

  
	
  Glenoit LLC

  	
   

  	
  Boeing Capital Corporation

  
	
  Horizon Vessels International
  Ltd. (master list Horizon Offshore Contractor)

  	
   

  	
  Boeing Capital Corporation

  
	
  Jefferson
  Smurfit Corporation

  	
   

  	
  BCC Equipment Leasing Corporation

  
	
  Los Cipreses
  S.A.

  	
   

  	
  Boeing Capital Corporation

  
	
  Maritime
  Shipping Ltd., Cayman Islands

  	
   

  	
  Boeing Capital Corporation

  
	
  Russell-Stanley
  Corp.

  	
   

  	
  BCC Equipment Leasing Corporation

  
	
  The Bridgeport
  and Port Jefferson Steamboat Company

  	
   

  	
  BCC Equipment Leasing Corporation

  
	
  U.S. Food
  Service, Inc.

  	
   

  	
  BCC Equipment Leasing Corporation

  
	
  World Wide
  Container Leasing, S.A.

  	
   

  	
  BCC Equipment Leasing Corporation

  



 


Prior
Consent Required:


 


	
  OBLIGOR

  	
   

  	
  BOEING
  ENTITY

  
	
  Access Facilities Corporation

  	
   

  	
  Boeing Capital Corporation

  
	
  American
  Standard, Inc.

  	
   

  	
  BCC Equipment Leasing Corporation

  
	
  Autocam
  Corporation and Autocam France

  	
   

  	
  Boeing Capital Corporation

  



 


1

















 


	
  OBLIGOR

  	
   

  	
  BOEING
  ENTITY

  
	
  Access Facilities Corporation

  	
   

  	
  Boeing Capital Corporation

  
	
  Bethlehem Steel
  Corporation

  	
   

  	
  BCC Equipment Leasing Corporation

  
	
  Boeing Company,
  The

  	
   

  	
  BCC Equipment Leasing Corporation

  
	
  Boeing Space and
  Communications

  	
   

  	
  BCC Equipment Leasing Corporation

  
	
  Citation
  Corporation

  	
   

  	
  Boeing Capital Corporation

  
	
  Coleman Cable
  Acquisition, Inc.

  	
   

  	
  Boeing Capital Corporation

  
	
  Dayco Products
  LLC, MIV Acquisition Corporation, MIV Holdings SA, Mark IV Industries Inc.,
  Dayco Europe SRL and Lombardini SRL (master list Dayco Products)

  	
   

  	
  Boeing Capital Corporation

  
	
  Doane Pet Care
  Company

  	
   

  	
  Boeing Capital Corporation

  
	
  Edwards Baking
  Company

  	
   

  	
  Boeing Capital Corporation

  
	
  Formica
  Corporation, Formica Limited, Formica Holdco (UK) Limited, Formica Canada
  Inc., Formica S.A. and Formica Espanola S.A. (master list Formica Corp.)

  	
   

  	
  Boeing Capital Corporation

  
	
  Great Lakes
  Dredge & Dock Co.

  	
   

  	
  McDonnell Douglas Overseas Finance Corporation

  
	
  Greyhound Lines,
  Inc.

  	
   

  	
  BCC Equipment Leasing Corporation

  
	
  Great Lakes
  Dredge & Dock Co.

  	
   

  	
  BCC Equipment Leasing Corporation;

  
	
  H.J. Heinz
  Company

  	
   

  	
  BCC Equipment Leasing Corporation

  
	
  Helimed Aero
  Taxi Ltda (Brazil) LLC

  	
   

  	
  Boeing Capital Corporation

  
	
  Ispat Sidbec
  Inc.

  	
   

  	
  Boeing Capital Corporation

  
	
  Janus Equities,
  LLC (assignment from AE Reverse Co.)

  	
   

  	
  Boeing Capital Corporation

  
	
  Lider Taxi Aero
  S.A. Air Brazil

  	
   

  	
  Boeing Capital Corporation

  
	
  LCI Shipholdings

  	
   

  	
  BCC Equipment Leasing Corporation

  
	
  L-S
  Electro-Galvanizing Company

  	
   

  	
  SPV – Cleveland Steel Facility, LLC (Boeing member –
  BCC Equipment Leasing Corporation)

  
	
  Lucent
  Technologies, Inc.

  	
   

  	
  BCC Equipment Leasing Corporation

  
	
  National Steel
  Corporation (master list United States Steel Corporation)

  	
   

  	
  BCC Equipment Leasing Corporation

  
	
  North Atlantic
  Refining Limited

  	
   

  	
  Boeing Capital Corporation

  
	
  Pride Amethyst
  Ltd.

  	
   

  	
  BCC Equipment Leasing Corporation

  
	
  R & B Falcon
  Drilling Co. fka Reading & Bates Drilling Co. (master list Transocean
  Holdings)

  	
   

  	
  SPV – Deep Sea Investors LLC (Boeing member – BCC Equipment
  Leasing Corporation)

  
	
  Revere Cooper
  Products, Inc.

  	
   

  	
  BCC Equipment Leasing Corporation

  



 


2

















 


	
  OBLIGOR

  	
   

  	
  BOEING
  ENTITY

  
	
  Access Facilities Corporation

  	
   

  	
  Boeing Capital Corporation

  
	
  Springs Industries Inc.

  	
   

  	
  Boeing Capital Corporation

  
	
  Stoody Company

  	
   

  	
  BCC Equipment Leasing Corporation

  
	
  Synthetic Industries, Inc.

  	
   

  	
  Boeing Capital Corporation

  
	
  TCA Network Funding, Limited Partnership

  	
   

  	
  Boeing Credit Corporation

  
	
  The Boeing Company

  	
   

  	
  BCC Equipment Leasing Corporation

  
	
  Trans Ocean Leasing Corporation

  	
   

  	
  BCC Equipment Leasing Corporation

  
	
  Travelcenters of America, Inc.

  	
   

  	
  Boeing Capital Corporation

  
	
  Vought Aircraft Industries, Inc.

  	
   

  	
  Boeing Capital Corporation

  
	
  Waterman Steamship Corporation

  	
   

  	
  BCC Equipment Leasing Corporation

  
	
  Wyman-Gordon
  Titanium Castings, LLC (assignee from Wyman-Gordon Investment Castings)

  	
   

  	
  BCC Equipment Leasing Corporation

  



 


 


Equity
Asset Notice or Consent:


 


	
  BOEING ENTITY

  	
   

  	
  EQUITY
  ASSET

  	
   

  	
  REQUIRED
  CONSENT OR

  NOTICE

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BCC Equipment Leasing Corporation

  	
   

  	
  Portland Tube Facility, L.L.C.

  	
   

  	
  Heller Financial Leasing, Inc. – to sale/option

  
	
  BCC Equipment Leasing Corporation

  	
   

  	
  MDFC/Mitsui Leasing Partnership

  	
   

  	
  Mitsui Leasing (U.S.A.) Inc. – to sale/option

  



 












*  Required
transfer or assignment fees are not indicated on this schedule.


 


**  In the case
of syndicated transactions, some Assets may be removed from this schedule if
Buyer is already a member of the syndicate.


 


3

















 


Schedule 3.2(x)


 


Waiver of Material Rights


 


As
part of the terms of the Forbearance Agreement entered into with Sky King, Inc.
the applicable Seller’s right to proceed against the guarantor’s portion of his
jointly owned residence is waived at the 91st day after perfection of the
additional collateral pledged under the Forbearance Agreement.  Part of
the additional collateral consists of an assignment of the guarantor’s portion
of the excess cash flow in his Walgreens Store (jointly owned with his wife who
is not a guarantor).  The Forbearance Agreement further provides that
this assignment will be released at the 2nd anniversary of the Forbearance
Agreement if no defaults have occurred.


 

















 


Schedule 3.3


 


List
of Partnership/LLC Affiliations


 


A
sale of 50% or more of the total interest in partnership capital and profits
within a 12-month period shall terminate the partnership for tax purposes.

May require Consent from the other Partners


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Percent to be

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  ACRO-

  	
   

  	
  PARTNERS

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Sold as an

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  FEIN

  	
   

  	
  NYM

  	
   

  	
  (* Tax Matter Partner)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  TOTAL

  	
   

  	
  Equity Asset

  	
   

  	
  TOTAL NAV

  	
   

  	
  BCC NAV

  	
   

  
	
  MDFC/Mitsui Leasing Partnership

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  BCC-ELC

  	
   

  	
  Mitsui

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  as of 4/30/04

  	
   

  
	
  3780
  Kilroy Airport Way, Suite 750, Long Beach, CA 90806

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (American Standard - non aircraft) - Equipment
  Leasing

  	
   

  	
  33-0695795

  	
   

  	
  MCE

  	
   

  	
  50.0

  	
  %

  	
  50.00

  	
  %

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  100

  	
  %

  	
  49

  	
  %

  	
  8,395,944.00

  	
   

  	
  4,197,972.00

  	
   

  
	
  Joint ownership of
  manufacturing eqpt

  	
   

  	
  General
  Partnership Agreement effective as of March 31, 1995 by BCC-ELC and Mitsui
  Leasing.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Contact: Maria Santiago (212) 883-3023,
  Fax (212) 490-1684

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Contract #31203-027 to 078 and 452

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Deep Sea Investors,
  L.L.C.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  BCC-ELC

  	
   

  	
  GATX

  	
   

  	
  Heller

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Four Embarcadero Center, Suite 2200

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  San Francisco, CA 94111

  	
   

  	
  13-3860286

  	
   

  	
  R&B

  	
   

  	
  34.03

  	
  %

  	
  44.70

  	
  %

  	
  21.27

  	
  %

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
  36,918,686.00

  	
   

  	
  12,563,429.00

  	
   

  
	
  (Readings and Bates) - Leasing Industrial
  Equipment

  	
   

  	
  Amended
  and Restated Limited Liability Company Agreement dated as of July 1, 1998. 

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  34.03% owned by BCC-ELC - Joint ownership
  in Drilling Rig

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (Return Prepared by Colleen Cheong (415)
  955-3317)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  11/08/1995 Date of Incorp.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Contract #33192-001 to 009

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Corporate Aircraft 1997-
  1, LLC

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  BCC-ELC

  	
   

  	
  GECC

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3780 Kilroy Airport Way, Suite 750, Long
  Beach, CA 90806

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (GECC - private aircraft) - Equipment
  Leasing

  	
   

  	
  06-1499111

  	
   

  	
  GE2

  	
   

  	
  95.0

  	
  %

  	
  5.00

  	
  %

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
  16,700,945.26

  	
   

  	
  15,865,898.00

  	
   

  
	
  95% owned by BCC-ELC - Joint ownership of
  private aircraft

  	
   

  	
  Limited
  Liability Company Agreement effective December 1, 1997 between BCC-ELC and
  GECC of Tennessee

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Xerox Aircraft and Note

  	
   

  	
   

  	
   

  
	
  12/1/97 Date of Incorp. (Delaware)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Contact #39584-001 and 002

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cleveland Steel Facility,
  LLC

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  BCC-ELC

  	
   

  	
  Heller

  	
   

  	
  Transam.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3780 Kilroy Airport Way, Suite 750, Long
  Beach, CA 90806

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Leasing equipment

  	
   

  	
  33-0838502

  	
   

  	
  LTV

  	
   

  	
  40.0

  	
  %

  	
  40.00

  	
  %

  	
  20.0

  	
  %

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
  31,884,232.50

  	
   

  	
  12,753,693.00

  	
   

  
	
  1/25/99
  Date of Incorp. (Delaware)

  	
   

  	
  Amended
  and Restated Limited Liability Company Agreement dated as of January 25, 1999
  as amended and restated, March 5, 1999

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sold BCC share (40%) to Heller Financial
  on 3/5/99

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sold portion of ELC share (20%) to
  Transamerica Eqpt 4/99

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cotract #35448-002

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Petrobras XXXIV Trust LLT

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  BCC-ELC

  	
   

  	
  FPSO

  	
   

  	
  CIT Group

  	
   

  	
  GECC

  	
   

  	
  Transam.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  120 Long Ridge Rd., Stamford, CT 06927

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Leasing equipment

  	
   

  	
  52-7017915

  	
   

  	
  PET

  	
   

  	
  37.82100

  	
  %

  	
  18.91

  	
  %

  	
  11.34630

  	
  %

  	
  22.46700

  	
  %

  	
  9.45520

  	
   

  	
   

  	
   

  	
  100

  	
  %

  	
   

  	
   

  	
  123,755,797.00

  	
   

  	
  46,805,680.00

  	
   

  
	
  GECC is the TMP

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Partnership Return prepared by Donald R.
  Sklar & Assoc

  	
   

  	
  PETROBRAS
  XXXIV Trust LLT Agreement dated as of July 28, 1999 among the above partners
  as Owner Participants and State Street Bank as Owner Trustee.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Contact - Donald Sklar Ph 404-832-0886 Fax
  404-525-1120

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Contract #35659-001 and 002

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  (GECC)

  	
   

  	
  The

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Portland Tube Facility, LLC

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  BCC-ELC

  	
   

  	
  Heller

  	
   

  	
  CIT Group

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3780 Kilroy Airport Way, Suite 750, Long
  Beach, CA 90806

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Leasing equipment (Welded Tube)

  	
   

  	
  95-4801301

  	
   

  	
  WTC

  	
   

  	
  50.0

  	
  %

  	
  23.00

  	
  %

  	
  27.0

  	
  %

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  100

  	
  %

  	
  49

  	
  %

  	
  23,567,592.00

  	
   

  	
  11,783,796.00

  	
   

  
	
  3/30/00
  Date of Incorp.

  	
   

  	
  Limited
  Liability Company as of March 30, 2000

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Contact: Tom Kramer (312) 441-7462

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Contract #43143-001

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  General

  	
   

  	
  Trans-

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cylinder Head Line (Title owned by BCC-ELC)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  BCC-ELC

  	
   

  	
  UPS

  	
   

  	
  Transamerica

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3780 Kilroy Airport Way, Suite 750

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  *

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Long Beach, CA 90806

  	
   

  	
  61-1431776

  	
   

  	
  CYL

  	
   

  	
  47.68

  	
  %

  	
  38.05

  	
  %

  	
  14.27

  	
  %

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  100.0

  	
  %

  	
  34.999

  	
   

  	
  47,987,619.55

  	
   

  	
  22,880,497.00

  	
   

  
	
  Leasing Manufacturing Equipment

  	
   

  	
  Participation
  Agreement dated August 26, 2002 between Transamerica Equipment Financial
  Services Corp and BCC-ELC.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Formed: 8/26/2002 (Delaware)

  	
   

  	
  Participation
  Agreement dated August 27, 2002 between UPS Capital Corporation and BCC-ELC.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Contract # 41030-001

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


BCC-ELC owns
100% membership interests in the following LLCs. Since these are single member
LLCs they are disregarded for income tax purposes:


 


	
  Assembly and Test Line, LLC

  	
   

  	
   

  	
   

  	
  ATL

  	
   

  	
  100.00

  	
  %

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  48,519,709.00

  	
   

  	
  48,519,709.00

  	
   

  
	
  Crankcase Finishing End Line, LLC

  	
   

  	
   

  	
   

  	
  CFL

  	
   

  	
  100.00

  	
  %

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  49,090,284.00

  	
   

  	
  49,090,284.00

  	
   

  
	
  Contract #10112

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  BCC

  	
   

  	
  Other Lenders

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BCC has a 10% interest in a $300 million Petrobras Loan
  secured by oil drilling platforms evidenced by a trust certificate in the
  following Special Lender Participants entities PB Platforms 2001-P8, PB
  Platforms 2001-P16, PB Platforms 2001-P32

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  10.00

  	
  %

  	
  90.00

  	
  %

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  289,067,210.00

  	
   

  	
  28,906,721.00

  	
   

  



 


* None of these assets are certificated


 

















 


Schedule 5.3


Operations Prior to the Closing Date


 


	
  Customer

  	
   

  	
  Date

  	
   

  	
  Action

  
	
   

  	
   

  	
  Backlog Related

  
	
  Aero Toy Store

  	
   

  	
  19-May

  	
   

  	
  Expect
  payoff of $2M loan secured by Security Deposit and funding of $1.5M loan
  secured by 2 helicopters

  
	
  The
  Boeing Corporation

  	
   

  	
  24-May

  	
   

  	
  Intend
  to fund $24,710,000 lease of a Challenger 604

  
	
  Rigi

  	
   

  	
  26-May

  	
   

  	
  Expect
  to fund $2.6M loan secured by Pilatus a/c

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Other Actions

  
	
  Autocam
  

  	
   

  	
   

  	
   

  	
  Customer
  is attempting to refinance this Term B loan. 
  Loan docs give them this right. 
  We would be paid in full.

  
	
  Citation
  Corporation

  	
   

  	
  -

  	
   

  	
  Approved
  Sale at 90%of Principal or Higher

  
	
  Dan
  River

  	
   

  	
   

  	
   

  	
  Transferred
  to HFLOS

  
	
  Formica

  	
   

  	
  30-Jun

  	
   

  	
  Bankruptcy
  Reorg. Approved calling for 60-65% cash pay down and remainder amortized over
  6 yrs.

  
	
  Gemini

  	
   

  	
  30-Jun

  	
   

  	
  Potential
  sale of company in process

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Grays
  Harbor

  	
   

  	
  31-May

  	
   

  	
  Deferral
  of 5 payments approved in process of documentation Sale and financing of GIII
  (Mainko) approved (closing subject to final negotiations with JODA.  Completion of restructure of Hop-

  
	
  JODA

  	
   

  	
  31-May

  	
   

  	
  A-Jet
  in process.

  
	
  Kasgro
  Leasing

  	
   

  	
  31-May

  	
   

  	
  Anticipate
  Declining of proposal to amend lease terms

  
	
  Los
  Cipreses (Buquebus)

  	
   

  	
  30-Jun

  	
   

  	
  Extension
  of Forbearance Agreement for additional year Customer is attempting to
  refinance this Term B loan.  Loan docs
  give them this right.  We would be
  paid in full.

  
	
  Mark
  IV Policyd S.A. (Cydsa)

  	
   

  	
  30-Jun

  	
   

  	
  Anticipate
  restructuring with principal payments reduced 

  
	
  Aeroservicio
  (Cydsa)

  	
   

  	
  30-Jun

  	
   

  	
  Anticipate
  request to terminate lease and return airplane under existing terms of
  documents

  
	
  RMH
  Teleservices

  	
   

  	
  31-May

  	
   

  	
  Respond
  to request to Terminate Lease and accept a reduced amount under the
  documents.

  
	
  Sky
  King

  	
   

  	
  -

  	
   

  	
  Respond
  to requests required under Forbearance Agreement requiring 2 working day
  turnaround.

  
	
  Southern
  Bulk

  	
   

  	
  7-Jun

  	
   

  	
  Per
  Forbearance Agreement either it will be automatically extended to 9/30 or
  sale of collateral will commence.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Trigeant,
  Ltd.

  	
   

  	
  31-May

  	
   

  	
  Decision
  to pursue remedies, restructure or forbear pending meeting of May 18.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Wings
  Venture

  	
   

  	
  20-May

  	
   

  	
  Expect
  to restructure lease to increase rent from $100,000 per month to $150,000 per
  month and extend term

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Great
  Dane Airlines

  0040541-001

  	
   

  	
  28-May

  	
   

  	
  Expect
  to lease Lear 35A S/N 237 to Hansen Perero Aviation, LLC.Rent $14,000 monthly
  advance, 48 month term, FMV purchase/ renewal or return at end of term.
  Current NAV $2,535,674

  



 

















 


	
  Global
  Air Charter

  0042045-001

  	
   

  	
  28-May

  	
   

  	
  $131,000 Will be payable for contracted upgrade
  work for Lear 35A S/N 472. Current NAV $2,590.333.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Transamerica

  0027474-001

  	
   

  	
  28-May

  	
   

  	
  Agreement
  in place to sell the 113 trailers remaining in inventory. Net sale proceeds
  of $90,720 is slightly in excess of NAV

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Dan
  River Textile Equipment

  0034752-001-008

  	
   

  	
  28-May

  	
   

  	
  Conducting
  sealed bid sale of textile equipment being rejected in Bankruptcy. Current
  NAV $4.2 Million less specific reserve of $3.0 Million = $1.2 Million
  exposure Bids in excess of $1.2 Million are anticipated.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  US
  Steel

  0035204-003

  	
   

  	
  28-May

  	
   

  	
  Selling
  Cat D7R Tractor, NAV $40,968. Net sale price $58,500 plus deferred
  maintenance of approx. $16,000.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  American
  Standard (Trane)

  0031203-046

  	
   

  	
  28-May

  	
   

  	
  Selling
  (1) Haas HS-1RP Hor. Machining Center, NAV $6,384.02. Net sale price
  $16,500.  This schedule is in
  partnership with Mitsui Leasing (50% each). These figures represent BCC’s 50%
  portion.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CSU
  Transport

  0039171-003

  	
   

  	
  28-May

  	
   

  	
  May
  sell 2 Spectec tipper trailers. Anticipated net sale proceeds $20,000. Total
  NAV $13,297

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CSU
  Transport

  0039171-023

  	
   

  	
  28-May

  	
   

  	
  May
  sell 1995 Peterbilt tractor. 
  Anticipated net sale price $10,000. Current NAV 0.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Embry
  Riddle Aeronautical

  0037559-001

  	
   

  	
   

  	
   

  	
  Upgrades
  to aircraft for re-lease to customer $31,250. Cost to be capitalized into the
  NAV.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Quest
  II

  0032717-004

  	
   

  	
   

  	
   

  	
  Upgrades
  to aircraft for re-lease to customer $195,000. Cost to be capitalized into
  the NAV.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Worldwide
  Containers - All IERs

  	
   

  	
  28-May

  	
   

  	
  Customer
  indicated intent to prepay in accordance with lease due to our plan to sell
  the portfolio.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fancia
  Investments - All IERs

  	
   

  	
  28-May

  	
   

  	
  Sister
  company of Worldwide.  Has asked
  permission to prepay on same basis for same reason.

  



 

















 


SCHEDULE 9


 


INDEMNIFICATION


 


9.1           Indemnification by Sellers.


 


(a)           After the Initial Closing Date, and
subject to the limitations set forth herein, Sellers jointly and severally  agree
to indemnify, defend and hold harmless each Buyer Group Member from and against
any and all Indemnifiable Losses incurred by such Buyer Group Member in
connection with or arising from:  (i) any
breach of any warranty or the inaccuracy of any representation of Sellers
contained in this Agreement (other than a warranty or representation in Section 3.1(e)(iii) or
Section 3.1(e)(vii)), the Seller Transaction Documents or any
certificate delivered by or on behalf of Sellers pursuant hereto, (ii) any
breach by Sellers of, or failure by Sellers to perform, any of its covenants or
obligations contained in this Agreement other than under Section 9.1(a)(iii))
or any Seller Transaction Document, including the failure to pay any
Excluded Liability, and (iii) (A) a breach of the representation of
Sellers set forth in Section 3.1(e)(iii), (B) any
determination that, for U.S. federal Income Tax purposes, a portion of
any of the federal Income Tax attributes of ownership of a Asset must be
allocated to any of the Sellers for any period or portion of a period beginning
on or after the applicable Closing Date with respect to such Asset as a result
of a determination by the IRS that Buyer and Sellers have formed a partnership
for federal Income Tax purposes as a result of this Agreement or the
transactions effected hereby (provided, however, this clause (B)
of this Section 9.1(a)(iii) shall not impose any obligation as a
result of any entity identified on Schedule 9.1(a)(iii)(B) being
treated as a partnership), (C) any liability for sales, use or other
similar Taxes
assessed in respect of any Purchased Portfolio Asset after the Closing Date to
the extent such Taxes were erroneously paid at the inception of such Purchased
Portfolio Asset, (D) any and all sales, use or other similar Taxes
required to be collected by Buyer in respect of any Purchased Portfolio Asset
during the first six (6) months following the applicable Closing Date if
(1) Taxes of such type were not being collected before the applicable
Closing by any Seller with respect to such Purchased Portfolio Asset,
(2) exemption from collection of Taxes of such type was dependent upon
receipt by a Seller of a properly executed exemption certificate, and
(3) such exemption is not in fact available as of the applicable Closing
Date by reason of the failure of a Seller to have received such a properly
executed exemption certificate, (E) any Business Asset Permitted
Encumbrance, (F) any Portfolio Asset Permitted Encumbrance which resulted
from (1) any act (or omission to act) of, or any claim against, any Seller
or (2) any Tax owed by any Seller, except for any Tax required to be paid
by any applicable Obligor under the CFS Portfolio Financing and Lease Asset to
which such Portfolio Asset Permitted Encumbrance pertains, and (G) any
breach or inaccuracy of the representations and warranties of Sellers set forth
in Section 3.2(s).  For purposes of
clause (i) of this Section 9.1(a), a breach of such
representation or warranty shall be deemed to exist either if such
representation or warranty is actually inaccurate or breached or if such
representation or warranty would have been breached or been inaccurate if such
representation or warranty had not contained any limitation or qualification as
to materiality, Material Adverse Effect, knowledge or Knowledge of Sellers in
any such representation or warranty, it being the intention of the parties
hereto that the Buyer Group Members shall be indemnified and held harmless from
and against any and all Indemnifiable Losses incurred by any of them in
connection with or arising from the failure of any such representation or
warranty to be true, correct and complete in any respect, determined in each 


 


1

















 


case without regard to any qualification as
to materiality, Material Adverse Effect, knowledge or Knowledge of Sellers in
any such representation or warranty.


 


(b)           Each Buyer Group Member entitled to indemnification
for any Indemnifiable Losses suffered or incurred by such Buyer Group Member in
connection with or arising from a breach of any representation or warranty in Sections 3.1(b)(i),
3.1(b)(ii), 3.1(b)(iii)(A), 3.1(e), 3.1(o) and 3.3(e) shall be entitled to
such indemnification for the full amount of such Indemnifiable Losses
regardless of the amount of such Indemnifiable Losses.  The indemnification provided for in Section 9.1(a)(i)
in connection with or arising from a breach of any representation or warranty
in Sections 3.1(b)(i), 3.1(b)(ii), 3.1(b)(iii)(A),  3.1(e), 3.1(o) and 3.3(e)  shall survive until ninety (90) days after
expiration of the relevant statutory period of limitations applicable to the
underlying claim, giving effect to any waiver, mitigation or extension thereof
(and no claims shall be made by any Buyer Group Member under Section 9.1(a)(i)
thereafter for any such breach).


 


(c)           Sellers shall be liable pursuant to Section 9.1(a)(i)
with respect to breaches of Sellers’ representations or warranties set forth in
Section 3.2(a) only to the extent that (i) the
aggregate amount of Indemnifiable Losses suffered by Buyer Group Members
related to each individual claim or series of related individual claims exceeds
$20,000, of which the full amount shall then be indemnifiable hereunder
(subject to the immediately succeeding clause (ii)) and shall be
recorded against the $1,500,000 amount specified in the immediately succeeding clause
(ii), and (ii) the aggregate amount of such Indemnifiable Losses
suffered by Buyer Group Members exceeds $1,500,000, and then Sellers shall be
liable with respect to all such claims in excess of such $1,500,000; provided,
however, that the aggregate amount required to be paid with respect to
such breaches of Sellers’ representations or warranties set forth in Section 3.2(a) shall not exceed
$750,000,000.  The indemnification
provided for in Section 9.1(a)(i) in connection with or arising
from a breach of any representation or warranty in Section 3.2(a)  shall survive until five
(5) yearsafter the Final Closing Date (and no claims shall be made by any
Buyer Group Member under Section 9.1(a)(i) thereafter for any such
breach).


 


(d)           Sellers shall be liable pursuant to Section 9.1(a)(i)
with respect to breaches of Sellers’ representations or warranties set forth in
Sections 3.2 (other than 3.2(a) and 3.2(p))  and
3.3 (other than 3.3(e)) only to the extent that (i) the
aggregate amount of Indemnifiable Losses suffered by Buyer Group Members
related to each individual claim or series of related individual claims exceeds
$20,000, of which the full amount shall then be indemnifiable hereunder
(subject to the immediately succeeding clause (ii)) and shall be
recorded against the $4,000,000 amount specified in the immediately succeeding clause
(ii), and (ii) the aggregate amount of such Indemnifiable Losses
suffered by Buyer Group Members exceeds $4,000,000, and then with respect to
all such claims in excess of such $4,000,000; provided, however,
that the aggregate amount required to be paid with respect to such breaches of
Sellers’ representations or warranties set forth in Section 3.2 (other than 3.2(a) and 3.2(p) and 3.3 (other than 3.3(e))
in the aggregate with all other breaches of Sellers’ representations or
warranties referenced in Sections 9.1(e)
and (f), shall not exceed $350,000,000.  The indemnification provided for in Section 9.1(a)(i)
in connection with or arising from a breach of any representation or warranty
in Sections 3.2 (other than 3.2(a) and 3.2(p)) and 3.3  (other
than 3.3(e)) shall survive until five (5) years  after the Final Closing Date
(and no claims shall be made by any Buyer Group Member under Section 9.1(a)(i)
thereafter for any such breach).


 


2

















 


(e)           Sellers shall be liable pursuant to Section 9.1(a)(i)
with respect to breaches of Sellers’ representations or warranties set forth in
Sections 3.1(b)(iii)(B) and 3.1(j)(i)-(vi)  only
to the extent that (i) the aggregate amount of Indemnifiable Losses
suffered by Buyer Group Members related to each individual claim or series of
related individual claims exceeds $20,000, of which the full amount shall then
be indemnifiable hereunder (subject to the immediately succeeding clause
(ii)) and shall be recorded against the $12,000,000 amount specified in the
immediately succeeding clause (ii), and (ii) the aggregate amount
of all Indemnifiable Losses suffered by Buyer Group Members and referenced in
this Section 9.1(e) or in Sections 9.1(b), (c), (d) or (f))
exceeds $12,000,000, and then with respect to all such claims in excess of such
$12,000,000; provided, however, that the aggregate amount
required to be paid by Sellers pursuant to Section 9.1(a)(i) with
respect to breaches of Sellers’ representations or warranties set forth in Sections 3.1(b)(iii)(B)
and 3.1(j)(i)-(vi), in the
aggregate with all other Indemnifiable Losses referenced in Section 9.1(d)
and (f) for which amounts are required to be paid under Section 9.1(a)(i),
shall not exceed $350,000,000.  The
indemnification provided for in Section 9.1(a)(i) in connection
with or arising from a breach of any representation or warranty in Sections 3.1(b)(iii)(B)
and 3.1(j)(i)-(vi) shall survive until five (5) years after the Final
Closing Date (and no claims shall be made by any Buyer Group Member under Section 9.1(a)(i)
thereafter for any such breach).


 


(f)            Sellers shall be liable pursuant to Section 9.1(a)(i)
with respect to breaches of Sellers’ representations or warranties set forth in
Section 3.2(p)  and
Sellers’ representations and warranties not otherwise referenced in Sections 9.1(b)
through (e)  only to the extent that (i) the aggregate amount of
Indemnifiable Losses suffered by Buyer Group Members related to each individual
claim or series of related individual claims exceeds $20,000, of which the full
amount shall be indemnifiable hereunder (subject to the immediately succeeding clause
(ii)) and shall be recorded against the $12,000,000 amount specified
in the immediately succeeding clause (ii), and (ii) the aggregate
amount of all Indemnifiable Losses suffered by Buyer Group Members and
referenced in this Section 9.1(f) or in Sections 9.1 (b),
(c), (d) or (e)) exceeds $12,000,000, and then with respect to all such
claims in excess of such $12,000,000; provided, however, that the
aggregate amount required to be paid by Sellers pursuant to Section 9.1(a)(i)
with respect to breaches of Sellers’ representations or warranties set forth in
Section 3.2(p)  and
Sellers’ representations and warranties not otherwise referenced in Sections 9.1(b)
through (e), in the aggregate with
all other Indemnifiable Losses referenced in Sections 9.1(d) and (e)
for which amounts are required to be paid under Section 9.1(a)(i),
shall not exceed $350,000,000.  The
indemnification provided for in Section 9.1(a)(i) in connection
with or arising from a breach of any representation or warranty in Section 3.2(p)  shall survive until three
(3) yearsafter the Final  Closing Date (and no claims shall be made
by any Buyer Group Member under Section 9.1(a)(i) thereafter for
any such breach).  The indemnification
provided for in Section 9.1(a)(i) in connection with or arising
from a breach of any representation or warranty not otherwise referenced in Sections 9.1(b)
through (e) (other than Section 3.2(p)) shall survive until eighteen (18) months after the
Final  Closing
Date (and no claims shall be made by any Buyer Group Member under Section 9.1(a)(i)
thereafter for any such breach).


 


(g)           Notwithstanding the provisions of Sections 9.1(a)-(f)
above, if Buyer does not elect to refuse an equitable assignment or to cause an
Unwind of Equitable Assignment as provided in Section 5.2(d), then
no Buyer Group Member shall be entitled to indemnification for 


 


3

















 


any Indemnifiable Losses arising under or relating to any claim by an
Obligor with respect to a lack of a Required Consent to such equitable
assignment.


 


9.2           Indemnification by Buyer.


 


(a)           After the Initial Closing Date, and subject to the limitations set
forth herein, Buyer agrees to indemnify, defend and hold harmless each Sellers
Group Member from and against any and all Indemnifiable Losses incurred by such
Sellers Group Member in connection with or arising from:  (i) any breach of any warranty or the
inaccuracy of any representation of Buyer contained in this Agreement, the
Buyer Transaction Documents or in any certificate delivered by or on behalf of
Buyer pursuant hereto, (ii) any breach by Buyer of, or failure by Buyer to
perform, any of its covenants and obligations contained in this Agreement or
any Buyer Transaction Document, and (iii) Buyer’s agreement to assume and
satisfy the Assumed Liabilities under Section 1.2 of this
Agreement.  For purposes of clause (i)
of this Section 9.2(a), a breach of such representation or warranty
shall be deemed to exist either if such representation or warranty is actually
inaccurate or breached or if such representation or warranty would have been
breached or been inaccurate if such representation or warranty had not
contained any limitation or qualification as to materiality, material adverse
effect or knowledge in any such representation or warranty, it being the
intention of the parties hereto that the Sellers Group Members shall be
indemnified and held harmless from and against any and all Indemnifiable Losses
incurred by any of them in connection with or arising from the failure of any
such representation or warranty to be true, correct and complete in any
respect, determined in each case without regard to any qualification as to
materiality, material adverse effect or knowledge of Sellers in any such
representation or warranty.


 


(b)           The indemnification provided for in Section 9.2(a)(i) shall
terminate eighteen (18) months after
the FinalClosing Date (and no claims shall be made by any Sellers Group Member
under Section 9.2(a)(i) thereafter).


 


9.3           Notice of Claims.


 


(a)           Any Buyer Group Member or Sellers Group Member seeking
indemnification hereunder (the “Indemnified Party”) shall give promptly
to the party obligated to provide indemnification to such Indemnified Party
(the “Indemnitor”) a written notice (a “Claim Notice”) describing
in reasonable detail the facts giving rise to the claim for indemnification
hereunder and shall include in such Claim Notice (if then known) the amount or
the method of computation of the amount of such claim, and a reference to the
provision of this Agreement or any other agreement, document or instrument
executed hereunder or in connection herewith upon which such claim is based; provided,
however, that the failure of any Indemnified Party to give the Claim
Notice promptly as required by this Section 9.3(a) shall not affect
such Indemnified Party’s rights under this Section 9 except to the
extent such failure is actually prejudicial to the rights and obligations of
the Indemnitor.  The delivery of a Claim
Notice within the time limitations set forth in Schedule 9 shall
cause the claims subject to such Claim Notice to survive the expiration of the
applicable survival periods.


 


(b)           In calculating any Indemnifiable Losses (i) there
shall be deducted any insurance benefits and proceeds actually received net of
any amount that must be reimbursed, 


 


4

















 


charged back, or that
otherwise is not permanently received for the benefit of the Indemnified Party
as a result of any self-insurance, retention, deductible or otherwise
(collectively, “Insurance Benefits”) in respect thereof (and no right of
subrogation shall accrue hereunder to any insurer); (ii) there shall be
deducted any indemnification, contribution or other similar payment actually
recovered by the Indemnified Party from any third party (including a
lessee) with respect thereto; and (iii) other than in connection with a
Tax Claim, any Tax benefit (including, without limitation, any benefit
attributable to a decrease in income, increase in deduction or credit, increase
in basis, or refund) or
Tax cost actually realized by the Indemnified Party as a result of such
Indemnifiable Losses or the receipt of indemnity payments hereunder  shall not be
taken into account in calculating the amount of any indemnification required of
the Sellers hereunder.  Except for
Expenses incurred by the Indemnified Party in connection with an Income Tax
audit and in connection with a Tax Contest conducted in accordance with Section 9.4(c)
hereof, indemnification required with respect to a Tax Claim shall be limited
by the following provisions of this Section 9.3(b).


 


(1)           Indemnification
pursuant to Section 9.1(a)(iii)(A) shall be limited to the net
increase in Income Tax liability actually incurred by the Buyer by reason of
the loss of depreciation, cost recovery or amortization allowances or the
change in the accrual of income, in each case resulting from the breach of Section 3.1(e)(iii)
with respect to which indemnification pursuant to Section 9.1(a)(iii)(A)
is so required.  Such net increase in
Income Tax liability shall be determined for each relevant taxable year taking
into account correlative adjustments for such year and will be payable
periodically only if, as and when such net increase is actually incurred.  The indemnification so required shall be
reduced by any reduction in such net increase in Income Tax liability if, as
and when incurred by the Buyer as so determined, either by reduction of payments
in respect of such indemnification requirement otherwise due from Sellers or,
if no such payment is due, by way of reimbursement to Sellers.


 


(2)           Indemnification
required pursuant to Section 9.1(a)(iii)(B) shall be limited to the
net decrease in actual Income Tax liability realized by the Sellers, taken as a
whole, by reason of allocations to Sellers of tax items as a result of a
determination described in Section 9.1(a)(iii)(B).  Such net decrease in Income Tax liability
shall be determined for each relevant taxable year taking into account
correlative adjustments for such year and will be payable periodically only if,
as and when such net reduction is actually realized by the Sellers.  The indemnification required pursuant to Section 9.1(a)(iii)(B)
shall be reduced by any reduction in such net decrease in Income Tax liability
if, as and when realized by the Sellers as so determined, either by reduction
of payments in respect of such indemnification otherwise due from Sellers or,
if no such payment is due, by way of reimbursement to Sellers.


 


(3)           For purposes of
determining the amount of any indemnification pursuant to a Tax Claim,
(i) for purposes of indemnification pursuant to Section 9.1(a)(iii)(A),
the actual Income Tax liability incurred by the Buyer for each relevant taxable
year shall be compared with the Income Tax liability that the Buyer would have
incurred determined by assuming the breach of Section 3.1(e)(iii)
had not taken place; (ii) for purposes of indemnification pursuant to Section 9.1(a)(iii)(B),
the actual Income Tax liability incurred by the Sellers for each relevant
taxable year and shall be compared with the Income Tax liability that the
Sellers would have incurred determined by assuming the allocations required
pursuant to a determination described in Section 9.1(a)(iii)(B)
were not made; (iii) the Buyer or the Sellers, as 


 


5

















 


the
case may be, shall be deemed to have “actually incurred” or “actually realized”
an increase or decrease in Income Tax liability to the extent that, and at such
time or times as, the amount of Income Taxes payable by such Person or Persons
are increased or decreased or reduced (including in connection with the
resolution of an Income Tax audit, examination or contest);
(iv) determination of the amount of any such increase or decrease in
Income Tax liability shall be based on the Tax Returns filed by the Buyer or
the Sellers, as the case may be, subject to any subsequent adjustments to those
Tax Returns (provided that nothing herein shall give any Person the
right to obtain or review such Tax Returns, and provided further that
Buyer and each Seller agree to provide as part of any Tax Claim or
determination of any limitation of a Tax Claim pursuant to Section 9.1(a)(iii),
a worksheet summary of the relevant information from such Tax Returns,
certified by an authorized officer as correctly reflecting such Tax Returns);
(v) upon written request of the Sellers or the Buyer, respectively, the
other shall provide appropriate support for its calculation of an increase,
decrease, net increase, or net decrease in Income Tax liability or reduction
thereof in accordance herewith; (vi) the Buyer or the Sellers, as the case
may be, may, at its or their sole cost and expense and at its or their
discretion require the other to provide support for its or their calculation of
its or their increase, decrease, net increase or net decrease in Income Tax
liability or reduction thereof in the form of a certificate of a nationally
recognized accounting firm attesting to the accuracy of the calculation (which
accounting firm shall be selected by the party that so bears the cost and
expense of obtaining such a certificate and be reasonably acceptable to the
other party, who shall be entitled to object on the ground that the selected
firm is either party’s auditor); (vii) the tax liability of Sellers and
Buyer shall be determined by reference to the affiliated group of corporations
of which each of the Seller and Buyer, respectively is or shall become a member
if consolidated returns shall be filed for such affiliated group for U.S.
federal income tax purposes; and (viii) the state and local income tax
consequences to Buyer and Sellers of the event giving rise to a Tax Claim
pursuant to Section 9.1(a)(iii)(A) and (B) shall be determined by
assuming that such consequences are identical to the U.S. federal income tax
consequences for such Person, but with a state and local income tax rate
(before giving effect to the U.S. federal income tax consequences of the
payment of such taxes, which shall be deemed for purposes of calculations
pursuant to this Section 9.3(b) to have been made) for Sellers of
2.0 percent and for Buyer of 7.0 percent.


 


(4)           In the event
that (i) Buyer makes a Tax Claim for indemnification pursuant to Section 9.1(a)(iii)(B), or
(ii) Buyer notifies the Sellers that the IRS has given written notice to Buyer
that it has made the determination described in Section 9.1(a)(iii)(B),
or (iii) the IRS gives written notice to any of the Sellers that it has made
the determination described in Section 9.1(a)(iii)(B) (in which
case Sellers will promptly notify Buyers in writing within a reasonable time
period), then at the request of Buyer, Sellers promptly will take reasonable
actions to claim any federal income Tax benefits reasonably available to
Sellers as a consequence of such determination, provided, unless the IRS
has issued a final partnership administrative adjustment that is binding upon
Sellers, that Sellers shall have received an opinion reasonably acceptable to
Sellers of tax counsel reasonably acceptable to Seller selected by Buyer to the
effect that there is a reasonable basis for claiming such Income Tax benefits
(and in the case of an appeal from an adverse determination, an opinion from
such counsel to the effect that there is substantial authority for believing
such adverse determination will be reversed or substantially modified upon
appeal in a manner that would allow the Sellers to obtain such Income Tax
benefits) and the Sellers shall seek such Income Tax benefits in the forum and
in the manner of Sellers’ choosing considering, however, in good faith such
request as the Buyer shall 


 


6

















 


make
concerning the most appropriate forum in which to proceed and as to other
matters related to such claim for Income Tax benefits.  Notwithstanding anything hereunder to the
contrary, but subject to Sellers’ obligation set forth in the following sentence
to treat certain foregone Income Tax benefits and detriments as actually
realized by Sellers, Sellers shall have full control over any such action and
shall determine, in their sole discretion, the nature of all actions to be
taken in connection with any claim for such Income Tax benefits, including
whether to pursue or forego any administrative proceedings, provided, however,
that the Sellers’ counsel shall consult in good faith with the Buyer’s counsel
in the action seeking such Income Tax benefits and shall keep counsel
reasonably informed regarding such proceedings.  Nothing contained herein shall require the Sellers to take any
position on their Tax Returns or filings or to take any other action or
continue any such actions or proceedings in order to obtain any Income Tax
benefits, and Sellers may cease to seek any such Income Tax benefits that it would otherwise be required to seek
hereunder had this and the preceding sentence not been included in this
Agreement,  if, in each case, the
Sellers treat any such foregone Income Tax benefits (as reduced by any
correlative Income Tax detriments) that would have resulted from claiming such
Income Tax benefits for all purposes of this Section 9.3(b) as an
amount that was obtained by Sellers. 
Sellers shall not be required to pursue any appeal to the United States
Supreme Court.


 


9.4           Third Person Claims.


 


(a)           In order for a party to be entitled to any indemnification
provided for under this Agreement in respect of, arising out of or involving a
claim or demand made by any third Person against the Indemnified Party, such
Indemnified Party must notify the Indemnitor in writing, and in reasonable
detail, of the third Person claim promptly after receipt by such Indemnified
Party of written notice of the third Person claim.  Thereafter, the Indemnified Party shall deliver to the
Indemnitor, within five (5) calendar days after the Indemnified Party’s receipt
thereof, copies of all notices and documents (including court papers)
received by the Indemnified Party relating to the third Person claim.  Notwithstanding the foregoing, should a
party be physically served with a complaint with regard to a third Person
claim, the Indemnified Party must notify the Indemnitor with a copy of the
complaint within five (5) calendar days after receipt thereof and shall deliver
to the Indemnitor within five (5) calendar days after the receipt of such
complaint copies of notices and documents (including court papers)
received by the Indemnified Party relating to the third Person claim (or in
each case such earlier time as may be necessary to enable the Indemnitor to
respond to the court proceedings on a timely basis).  The failure of any Indemnified Party to give notice or copies as
required by this Section 9.4(a) shall not affect such Indemnified
Party’s rights under this Section 9 except to the extent such
failure is actually prejudicial to the rights and obligations of the
Indemnitor.


 


(b)           Subject to Section 9.4(d)(i) in the event
of the initiation of any legal proceeding against the Indemnified Party by a
third Person, the Indemnitor shall have the sole and absolute right after the
receipt of notice and written acknowledgement to the Indemnified Party of the
Indemnitor’s obligations to indemnify, defend and hold harmless the Indemnified
Party pursuant to Section 9.1(a) with respect to any and all
Indemnifiable Losses incurred by the Indemnified Party arising from any such
proceeding, at its option and at its own expense, to be represented by counsel
of its choice and to control, defend against, negotiate, settle or otherwise
deal with any proceeding, claim, or demand which relates to any loss, liability
or damage indemnified against hereunder; provided, however, that
the Indemnified Party may participate in 


 


7

















 


any such proceeding with counsel of its choice and at its expense.  The parties hereto agree to cooperate fully
with each other in connection with the defense, negotiation or settlement of
any such legal proceeding, claim or demand. 
Such cooperation shall include the retention and the provision of
records and information which is reasonably relevant to such third Person
claim, and making employees available on a mutually convenient basis to provide
additional information and explanation of any material provided hereunder.  To the extent the Indemnitor elects not to
defend such proceeding, claim or demand, and the Indemnified Party defends
against or otherwise deals with any such proceeding, claim or demand, the
Indemnified Party may retain counsel, at the expense of the Indemnitor, and
control the defense of such proceeding. 
Neither the Indemnitor nor the Indemnified Party may settle any such
proceeding if such settlement obligates the other party to pay money, to
perform obligations or to admit liability without the written consent of the
other party, such consent not to be unreasonably withheld or delayed; provided
that the consent of the Indemnified Party shall not be required if the
Indemnitor agrees in writing to pay any amounts payable pursuant to such
settlement and such settlement includes an unconditional release of the
Indemnified Party.


 


(c)           Notwithstanding anything in this
Agreement to the contrary, the following provisions shall control the conduct
of any contest relating to a Tax Claim (a “Tax Contest”).  If an
adjustment shall be proposed by the IRS in a notice of proposed adjustment
that, if sustained, would result in a Tax Claim for which the Sellers could be
required to indemnify the Buyer under this Agreement, the Buyer agrees promptly
to notify the Sellers in writing of such proposed adjustment; provided, however,
that the failure of Buyer to give the notice promptly as required by
this Section 9.4(c) shall not affect the Buyer’s rights under this Section 9
except to the extent such failure is actually prejudicial to the rights and
obligations of the Sellers.  If, (i) within 30 days after receipt of such
notice the Sellers shall request that the Buyer contest such proposed
adjustment and (ii) the Sellers shall have received at their cost an opinion
reasonably acceptable to the Buyer of tax counsel reasonably acceptable to the
Buyer, to the effect that there is a reasonable basis for contesting the
proposed adjustment (and, in the case of an appeal from an adverse
determination, an opinion from such counsel, to the effect that there is
substantial authority for believing that such adverse determination will be
reversed or substantially modified upon appeal in a manner favorable to the
taxpayer) the Buyer shall contest such proposed adjustment in the forum of the
Buyer’s choosing, considering, however, in good faith such requests as the
Sellers shall make concerning the most appropriate forum in which to proceed
and other matters related to such contest. 
Notwithstanding anything herein to the contrary:


 


(1)           The Buyer shall have full
control over any Tax Contest and shall determine in its sole discretion the
nature of all actions to be taken in connection with any such Tax Contest, including
the right to pursue or forego any administrative
proceedings; provided, however, that, the Buyer’s counsel shall consult in good
faith with the Sellers’ counsel in the contest of any claim and shall keep such counsel
reasonably informed regarding such Tax Contest.


 


8

















 


(2)           The Buyer shall not be required
to pursue any Tax Contest not involving a Tax Claim under clause (B)
of Section 9.1(a)(iii) unless (x) the Sellers
shall have agreed in writing to pay and shall pay the Buyer on demand all
reasonable costs and expenses that the Buyer shall incur in connection with
contesting such proposed adjustment, including, without limitation,
reasonable attorneys’, accountants’ and investigatory  fees and disbursements (but
only until such time, if any, that the Buyer receives a written request from the
Sellers to discontinue the Tax Contest of such proposed adjustment), (y) the
proposed adjustment could result in a payment by the Sellers, taking into
account the amount of all similar and logically related adjustments with
respect to the transactions contemplated by this Agreement that could be raised
in an audit of any other taxable year of the Buyer (including any future
taxable year) not barred by the statute of limitations under
section 6501(a) of the Code, plus any interest, penalties and
additions to tax that could be imposed with respect to all such adjustments, of
at least $125,000, and (z) if the Buyer shall determine to
pay the tax proposed and sue for a refund, the Sellers shall advance to the
Buyer on an interest free basis and with no additional net after-tax cost to
the Buyer sufficient funds to pay the tax and interest, penalties and additions
to tax payable with respect thereto. 
Nothing contained in this subsection (ii) shall require
(i) the Buyer to contest a proposed adjustment that it would otherwise be
required to contest if the Buyer (A) waives the payment by the Sellers of any
amount that might otherwise be payable by the Sellers under this Agreement by
way of indemnity in respect of such proposed adjustment and (B) pays to the Sellers
any amount of taxes, interest, penalties and additions to tax previously paid
or advanced by the Sellers pursuant to this Agreement with respect to such
proposed adjustment, or (ii) the Buyer to pursue any appeal to the United
States Supreme Court.


 


(d)


 


(i)            (Notwithstanding anything in this
Agreement to the contrary, Buyer shall have the sole right, with counsel
reasonably acceptable to Sellers, to defend any claim that is a Non-Assumable
Claim and that is indemnifiable pursuant to Section 9.1, and Sellers
shall not be entitled to assume the defense thereof.  With respect to any Non-Assumable Claim that Buyer is defending,
Sellers shall be permitted to participate at their own expense in the defense
of such Non-Assumable Claim but shall not be entitled to assume the defense
thereof.  Except as otherwise provided
in Section 9.4(d)(iii), Sellers, on the one hand, and Buyer, on the
other hand, shall each bear fifty percent (50%) of the Expenses incurred by
Buyer in defending any Non-Assumable Claim.


 


(ii)           Buyer shall conduct the defense of all
Non-Assumable Claims diligently and in good faith, shall keep Sellers timely
apprised of the status of all Non-Assumable Claims, and shall notify Sellers
promptly of any material developments relating to any Non-Assumable Claim.  Without limiting the foregoing, no more
frequently than once a fiscal quarter, Buyer shall provide Sellers with a
written report 


 


9

















 


summarizing
in reasonable detail the status of any pending Non-Assumable Claims (including
a summary of any material settlement discussions).


 


(iii)          Buyer shall consult with Sellers prior to
proffering any offer of compromise to a third party claimant in respect of a
Non-Assumable Claim for which Sellers have acknowledged sole liability to
Buyer.  Notwithstanding the foregoing,
in the event (A) Buyer proffers any offer of compromise to a third Person
claimant in respect of a Non-Assumable Claim for which Sellers have acknowledged
sole liability to Buyer and Sellers have not approved such offer in writing, or
(B) Buyer settles or compromises a Non-Assumable Claim for which Sellers
have acknowledged sole liability to Buyer and Sellers have not approved such
settlement or compromise in writing, Sellers shall not be bound, in each case,
by any prior acknowledgement of liability to Buyer in respect of such
Non-Assumable Claim or the amount of the resultant Indemnifiable Loss, and
Sellers shall be deemed to have reserved all of their rights to contest their
liability with respect to such Non-Assumable Claim (including the
reasonableness of any such settlement).


 


(iv)          Upon the receipt by Buyer of a written
offer of compromise relating to a Non-Assumable Claim that includes an
unconditional release of each Buyer Group Member and requires only (A) the
payment of money for which Sellers have sole liability (a “Monetary
Settlement”) or (B) a Monetary Settlement and (1) action by
Sellers or any of their Affiliates or (2) action by Buyer that, in Buyer’s
judgment, does not adversely impact the ongoing business of Buyer or any of its
Affiliates and does not require any admission of liability or wrongdoing on the
part of Buyer or its Affiliates (collectively, a “Non-Assumable Claim Offer”),
Buyer shall promptly inform Sellers of such Non-Assumable Claim Offer, together
with a description of the material terms thereof.  Sellers shall have the right to terminate their liability for all
Indemnifiable Losses in respect of any Non-Assumable Claim that is the subject
of such a Non-Assumable Claim Offer upon Sellers’ irrevocable agreement to pay
the amount contained in such Non-Assumable Claim Offer and to take any action
require to be taken by Sellers or any of their Affiliates by the terms of such
Non-Assumable Claim Offer.  Upon receipt
by Buyer of (x) the amount contained in such Non-Assumable Claim Offer and
payment by Sellers of all other Indemnifiable Losses suffered or incurred by
any Buyer Group Member in respect of such Non-Assumable Claim, and (y) an
executed agreement of Sellers and the third Person claimant agreeing to the
non-cash terms of such Non-Assumable Claim Offer including an unconditional
release of each Buyer Group Member, Sellers shall have no further liability to
any Buyer Group Member in respect of such Non-Assumable Claim.


 


(v)           At any time during the defense by Buyer
of a Non- Assumable Claim, Sellers shall have the right to require Buyer
(A) to proffer to any third Person claimant under such Non-Assumable Claim
a Non-Assumable Claim Offer, and (B) if such Non-Assumable Claim Offer is
accepted by such third Person claimant, to settle such Non-Assumable Claim on
the terms of such Non-Assumable Claim Offer and in accordance with the last
sentence of clause (iv) above.


 


10

















 


9.5           Limitations.


 


(a)           Any indemnity payment hereunder shall be treated for Tax purposes
as an adjustment of the Purchase Price to the extent such characterization is
proper or permissible under relevant Tax Law, including court decisions,
statutes, regulations and administrative promulgations.  Buyer shall prepare any amended Form 8594 that is required as a
result of such treatment and shall deliver a copy of such form to Sellers no
later than thirty (30) days before the due date of their Tax Returns for the relevant
taxable years.


 


(b)           Except for remedies that cannot be waived as a matter
of Law and injunctive and provisional relief, and claims for Indemnifiable
Losses or contribution arising under any Environmental Law, if the Initial
Closing occurs, this Section 9 (and the provisions of Sections 6.1
and 6.2 with respect to the matters covered therein) shall be the
exclusive remedy for breaches of this Agreement (including any covenant,
obligation, representation or warranty contained in this Agreement or in any
certificate delivered pursuant to this Agreement) or otherwise in respect of
the sale of the Assets contemplated hereby.


 


(c)           No party hereto shall have any liability for any incidental,
special, exemplary, multiple, punitive or consequential damages (including
loss of profit or revenue) or any equitable equivalent thereof or substitute
therefore suffered or incurred by any Buyer Group Member or Sellers Group
Member, as the case may be; provided, however, that all such
damages asserted by a third Person against an Indemnified Party shall be
Liabilities subject to indemnification by the Indemnitor hereunder.


 


9.6           Mitigation.  Each of the
parties agrees to take all reasonable steps to mitigate their respective
Indemnifiable Losses in accordance with applicable Law.


 


9.7           Subrogation.  Upon making
any payment to the Indemnified Party for any indemnification claim pursuant to
this Section 9, the Indemnitor shall be subrogated, to the extent
of such payment, to any rights which the Indemnified Party may have against any
third-parties with respect to the subject matter underlying such
indemnification claim and the Indemnified Party shall assign any such rights to
the Indemnitor; provided, that the Indemnitor shall not be subrogated as
to rights against an Obligor unless the Obligor has satisfied all of its
obligations under its applicable Portfolio Assets.


 


9.8           No Offset.  The
obligations hereunder of Sellers, on the one hand, and Buyer, on the other
hand, are independent of the obligations of the other hereunder and shall not
be subject to any right of offset, counterclaim or deduction.


 


11

















SCHEDULE
9.1(a)(iii)(B)


List of Entities
treated as Partnerships for federal Income Tax purposes


 


	
   

  	
   

  	
  FEIN

  	
   

  	
  ACRO-

  NYM

  	
   

  	
  PARTNERS

  (Tax Matters Partner)

  	
   

  	
  TOTAL

  	
   

  
	
  MDFC/Mitsui Leasing Partnership

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  BCC-ELC

  	
   

  	
  Mitsui

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  33-0695795

  	
   

  	
  MCE

  	
   

  	
  50.0

  	
  %

  	
  50.00

  	
  %

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Deep Sea Investors, L.L.C.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  BCC-ELC

  	
   

  	
  GATN

  	
   

  	
  Heller

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  13-3860286

  	
   

  	
  R&B

  	
   

  	
  34.03

  	
  %

  	
  44.70

  	
  %

  	
  21.27

  	
  %

  	
   

  	
   

  	
   

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Corporate Aircraft 1997- 1, LLC

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  BCC-ELC

  	
   

  	
  GECC

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  06-1499111

  	
   

  	
  GE2

  	
   

  	
  95.0

  	
  %

  	
  5.00

  	
  %

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cleveland Steel Facility, LLC

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  BCC-ELC

  	
   

  	
  Heller 

  	
   

  	
  Transam.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  33-0838502

  	
   

  	
  LTV

  	
   

  	
  40.0

  	
  %

  	
  40.00

  	
  %

  	
  20.0

  	
  %

  	
   

  	
   

  	
   

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Petrobras XXXIV Trust LLT

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  BCC-ELC

  	
   

  	
  FPSO

  	
   

  	
  CIT Group

  	
   

  	
  GECC

  	
   

  	
  Transam.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  52-7017915

  	
   

  	
  PET

  	
   

  	
  37.82100

  	
  %

  	
  18.91

  	
  %

  	
  11.34630

  	
  %

  	
  22.46700

  	
  %

  	
  9.45520

  	
  %

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Portland Tube Facility, LLC

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  BCC-ELC

  	
   

  	
  (GECC)

  Heller

  	
   

  	
  The

  CIT Group

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  95-4801301

  	
   

  	
  WTC

  	
   

  	
  50.0

  	
  %

  	
  23.00

  	
  %

  	
  27.0

  	
  %

  	
   

  	
   

  	
   

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cylinder Head Line (Title owned
  by BCC-ELC)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  BCC-ELC

  	
   

  	
  UPS

  	
   

  	
  Transamerica

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  61-1431776

  	
   

  	
  CYL

  	
   

  	
  47.68

  	
  %

  	
  38.05

  	
  %

  	
  14.27

  	
  %

  	
   

  	
   

  	
   

  	
   

  	
  100.0

  	
  %

  



 


BCC-ELC
owns 100% membership interests in the following LLCs, Since these are single
member LLCs they are disregarded for income tax purposes:


 


	
  Assembly and Test Line, LLC

  	
   

  	
   

  	
   

  	
  ATL

  	
   

  	
  100.00

  	
  %

  
	
  Crankcase Finishing End Line, LLC

  	
   

  	
   

  	
   

  	
  CFL

  	
   

  	
  100.00

  	
  %

  



 

















 


SCHEDULE 10


 


SPECIAL WARRANTY


 


10.1         CFS Portfolio Loss Warranty. 
Sellers acknowledge that a material inducement in Buyer’s decision to
enter into this Agreement and to purchase the Assets from Sellers is Sellers’
agreement to provide the special warranty provided for in this Schedule 10.  In furtherance of the foregoing, Sellers
hereby jointly and severally agree to make payments in accordance with this Section 10
in the event of a Cumulative Net Loss (the “Portfolio Performance Warranty”),
such payments to commence starting with the first calendar quarter following
the calendar quarter during which Sellers stop providing any services pursuant
to the Transition Services Agreement. 
As the sole and exclusive remedy for Sellers’ breach of the Portfolio
Performance Warranty, Sellers shall pay to Buyer for each calendar quarter an
amount necessary (the “Tentative Portfolio Performance Warranty Payment”)
to cause the aggregate amount of all Tentative Portfolio Performance Warranty
Payments to equal the Tentative Portfolio Performance Warranty Amount.


 


10.2         Tentative Portfolio Performance Warranty Amount;
Payment Procedures.


 


(a)           “Tentative Portfolio Performance Warranty Amount”
shall mean an amount equal to the sum of: (i) Eighty percent (80%) of any
Quarterly Net Loss to the extent that such Quarterly Net Loss results in or
increases the Cumulative Net Loss, but does not cause the Cumulative Net Loss
to exceed $150,000,000; plus (ii) One hundred percent (100%) of any
Quarterly Net Loss to the extent such Quarterly Net Loss causes the Cumulative
Net Loss to increase above $150,000,000, but not above $275,000,000.  Notwithstanding any provision contained in
this Agreement to the contrary, none of Sellers will be required to pay any
Tentative Portfolio Performance Warranty Amount attributable to Cumulative Net
Loss in excess of $275,000,000.


 


(b)           If as of the end of any one or more calendar
quarters there shall have occurred both a Quarterly Net Loss and a Quarterly
Net Gain, then the Tentative Portfolio Performance Warranty Amount shall be
recalculated as of the end of each such quarter, and Buyer shall promptly refund (the “Tentative
Portfolio Performance Warranty Payment Refund”) to Sellers any excess of
the aggregate amount of Tentative Portfolio Performance Warranty Payments made
by Sellers over the Tentative Portfolio Performance Warranty Amount as so
recalculated; provided, however, in no event shall the sum of
all amounts so refunded by Buyer exceed the sum of all Tentative Portfolio
Performance Warranty Payments previously received by Buyer under this Section 10.


 


(c)           Payment of the Tentative Portfolio Performance
Warranty Payment by Sellers and the Tentative Portfolio Performance Warranty
Payment Refund by Buyer shall be based upon the information provided to Sellers
in the Gain/Loss Statement provided pursuant to Section 1.9, and
Sellers shall have the same review period and opportunity to provide a Notice
of Disputed Amount (if any) and a Notice of Disputed Gain or Loss (if any) as
provided in Section 1.9. 
Sellers or Buyer (as the case may be) shall pay all amounts not
pertaining to any Disputed Amount or Disputed Gain or Loss within seven (7)
Business Days following the thirty (30) day review period.  To the extent that there are Disputed
Amounts or Disputed Gain or 


 


1

















 


Loss, the resolution of such disputes shall be resolved using the
procedures set forth in Section 1.9.


 


10.3         Final Calculation and Payment. 
The final calculation of Tentative Portfolio Performance Warranty Amount
(if any) and Tentative Portfolio Performance Warranty Amount Refund (if any)
and payment, if any, in connection therewith shall be made for the calendar
quarter following the calendar quarter in which the last Specified Portfolio
Asset is disposed of.


 


10.4         No Duplicative Warranty Payments. 
Notwithstanding any provisions in this Agreement to the contrary, no
Tentative Portfolio Performance Warranty Payment made by Sellers pursuant to
this Schedule 10 shall be duplicative of any indemnification
payments made by Sellers pursuant to the provisions of Schedule 9.


 


2

















 


Schedule 13.1


 


Business Asset Permitted
Encumbrances


 


None.


 

















 


Schedule 13.2


 


Designated Energy Financing and Lease Assets


 


	
  Lease Schedule

  	
   

  	
  Customer

  	
   

  	
  NAV ($)
  4/30/2004

  	
   

  
	
  10112001001

  	
   

  	
  BRASPETRO OIL SERVICES CO.

  	
   

  	
  $

  	
  28,906,721

  	
   

  
	
  0035659-001

  	
   

  	
  BRASPETRO OIL SERVICES CO.

  	
   

  	
  37,220,178

  	
   

  
	
  0035659-002

  	
   

  	
  BRASPETRO OIL SERVICES CO.

  	
   

  	
  9,585,502

  	
   

  
	
  0035459-001

  	
   

  	
  PRIDE AMETHYST LIMITED

  	
   

  	
  19,581,564

  	
   

  
	
   

  	
   

  	
  Total

  	
   

  	
  95,293,964

  	
   

  
							



 



















EXHIBIT A




ACCOUNTING PRINCIPLES


 


The following accounting
principles (including accounting methods, practices and procedures) shall be
used for purposes of preparing the Adjusted Book Value of the Assets, the Draft
Closing Book Value of the Assets Statement and the Final Closing Book Value of
the Assets Statement.


 


If the accounting
principles (including accounting methods, practices and procedures) set forth
herein do not specifically address a particular matter necessary to prepare
Adjusted Book Value of the Assets, the Draft Closing Book Value of the Assets
Statements or the Final Closing Book Value of the Assets Statement, then they
shall be supplemented in accordance with GAAP, applied consistently with the
past practices and procedures of Boeing Capital as set forth in the Financial
Statements.


 


The Final Closing Book
Value of the Assets Statement shall (i) reflect all Assumed Liabilities
assumed by Buyer and all Specified Financing and Lease Assets, Equity Assets,
Assets Held For Sale or Lease transferred to Buyer and the existence of which
are known on the date the McGladrey Findings are delivered to Sellers and Buyer
pursuant to Section 1.6(c) and, in each case, which, as of the Effective
Time (defined as of 5:00 p.m., May 31, 2004) were assets or liabilities,
as the case may be, of a type properly to have been reflected on the Final
Closing Book Value of the Assets Statement, irrespective of whether such asset
or liability is deemed not to be material (ii) remove any goodwill
associated with the Business and any other asset or liability which should not
have been reflected on the Final Closing Book Value of the Assets Statement
including any such assets or liabilities that were, in fact, reflected on the
Draft Closing Book Value of the Assets Statement (including any Excluded
Assets or Excluded Liabilities), irrespective of whether any such asset or
liability is deemed not to be material and (iii) with respect to the Equity
Assets transferred to Buyer, shall only reflect the actual ownership interests transferred
to Buyer on or prior to the Final Closing Date and shall not reflect any
interest in such Equity Assets that are subject to the Option Agreement.


 


Applicable NAV of Equity
Assets shall not include any value in excess of the Applicable NAV related to
the underlying Specified Finance and Lease Asset (without duplication).


 


Direct Finance Leases.  At lease
commencement, Sellers (the “BCC Group”) records the aggregate future minimum
lease payments, estimated residual value of the leased equipment, deferred
initial direct costs and unearned income (“net investment”).  Income is recognized over the life of the
lease to approximate a level rate of return on the net investment.  Residual values, which are reviewed
periodically, represent the estimated amount to be received at lease
termination from the disposition of leased equipment. Actual residual values
realized could differ from these estimates.


 


Notes and Other Receivables.  At note
commencement, the BCC Group records the note receivable and any unamortized
discounts. Interest income is accrued and related discounts are amortized at a
constant rate over the related term of the note.  Impaired notes are notes on which the BCC Group estimates it may
not be able to collect all amounts due under the contractual terms, excluding
insignificant delays and shortfalls.  A
specific impairment


 


1

















 


allowance is recorded for collateral dependent notes
and other receivables based on the difference between the estimated net fair
value of the collateral and the carrying value of the note and other
receivables.


 


Equipment Under Operating Leases, Net of Accumulated
Depreciation.  Equipment leased under operating leases is
recorded at cost and depreciated over the lease term to an estimated residual
or salvage value, on a straight-line basis. 
Revenue from rentals is recorded to income on a straight-line basis over
the term of the lease.


 


Equity Assets.  Partnership
and joint venture interests in which the BCC Group does not have a controlling
interest or a majority ownership are recorded as the BCC Group’s proportionate
share of the interests held by such partnerships or joint ventures in their
underlying loans or leases.


 


Equipment Held for Sale or Re-lease, Net of Accumulated
Depreciation.  When collateral is repossessed or returned
in satisfaction of a receivable, the carrying value of the receivable, if
greater than the estimated fair value of the asset, is written down against the
allowance for losses to the estimated fair value of the asset, less costs to
sell, and is transferred to equipment held for sale or re-lease.  Equipment held for sale is subsequently
carried at the lower of cost or estimated fair value less costs to sell.  Equipment held for re-lease is depreciated
over the remaining useful life of the equipment to an estimated residual or
salvage value, on a straight-line basis. 
Fair value for equipment held for sale is determined by using both
internal and external equipment valuations, including information developed
from the sale of similar equipment in the secondary market.


 


Asset Valuation.  The BCC Group
periodically assesses the fair value of assets that it owns, including
equipment under operating leases and assets held for sale or re-lease, and collateral
on receivables to determine if the fair value is less than the carrying value.
Differences between carrying value and fair value are considered in determining
the allowance for losses on receivables and, in certain circumstances, recorded
as impairment for owned assets.


 


The BCC Group uses the
average published fair value from multiple sources based on the type and age of
the aircraft to determine the fair value of aircraft. Under certain
circumstances, the BCC Group’s judgment is based on the attributes of the
specific aircraft or equipment to determine fair value, usually when the
features or use of the aircraft varies significantly from the more generic
aircraft attributes covered by outside publications.


 


Impairment Review for Equipment Under Operating Leases, Held
for Sale or Re-lease.  The BCC Group reviews its
equipment under operating leases, held for sale or re-lease for impairment when
events or circumstances indicate, and no less than annually, that the carrying
amount of these assets may not be recoverable. An asset held for sale is
considered impaired if the carrying value exceeds the fair value less costs to
sell. An asset under operating lease or held for re-lease is considered
impaired when the expected undiscounted cash flows over the remaining useful
life is less than the carrying value.


 


The BCC Group uses
various assumptions when determining the expected undiscounted cash flow of
these assets. These assumptions include:


 


2

















 


•    lease rates,


 


•    lease term(s),


 


•    periods in which the asset may be held in preparation
for a follow-on lease,


 


•    maintenance costs,


 


•    remarketing costs, and


 


•    the remaining useful life of the asset.


 


The determination of
expected lease rates is generally based on outside publications.  The BCC Group uses historical information
and current economic trends to determine the remaining assumptions.  When the BCC Group determines that an asset
is impaired, the amount of impairment loss recorded is the excess of carrying
value over fair value.


 


Allowance for Losses on Receivables. 
The allowance for losses on receivables is a valuation account used to
provide for potential impairment of receivables in the BCC Group
portfolio.  The balance is an accounting
estimate of probable but unconfirmed losses in the receivables portfolio.  The allowance for losses on receivables
relates to two components of receivables: 
(a) specifically identified receivables that are evaluated
individually for impairment and (b) pools of receivables that are
evaluated for impairment.


 


The BCC Group reviews a
receivable for impairment when, based on current information and events, it is
probable that the BCC Group will be unable to collect amounts due according to
the original contractual terms of the receivable agreement, without regard to
any subsequent restructurings.  Factors
considered in assessing uncollectibility include a customer’s extended
delinquency, requests for restructuring and filings for bankruptcy.  The BCC Group determines a specific
impairment allowance based on the difference between the carrying value of the
receivable and the estimated fair value of the related collateral.


 


The BCC Group reviews the
adequacy of the general allowance attributable to the remaining pool of
receivables by assessing both the collateral exposure and the applicable
default rate.  Collateral exposure for a
particular receivable is the excess of the carrying value over the applicable
fair value of the related collateral.  A
receivable with an estimated fair value in excess of the carrying value is
considered to have no collateral exposure. 
The applicable default rate is determined using two components:  customer credit ratings and weighted-average
remaining contract term. Credit ratings are identified for each customer in the
portfolio.  Customer credit ratings are
updated based on current rating agency information or our internal credit
reviews.


 


For each credit rating
category, the collateral exposure is multiplied by an applicable historical
default rate, yielding a credit-adjusted collateral exposure.  Historical default rates are those published
by Standard & Poor’s reflecting both the customer credit rating and the
weighted-average remaining contract term. 
The sum of the credit-adjusted collateral exposures generates an initial
estimate of the general allowance.  In
recognition of the uncertainty of the ultimate loss experience and relatively
long duration of the portfolio, a range


 


3

















 


of reasonably possible outcomes of the portfolio’s
credit-adjusted collateral exposure is calculated by varying the applicable
default rate by approximately plus or minus 15%.  The allowance recorded represents the best estimate within the
resulting range of credit-adjusted collateral exposure, factoring in
considerations of risk of individual credits, current and projected economic
and political conditions and prior loss experience.


 


Lease Residual Values.  Equipment
under operating lease is carried at original equipment cost less accumulated
depreciation and is depreciated to estimated residual value of the equipment at
the end of lease term using the straight-line method over the lease term.  Financing leases are recorded at the aggregated
future minimum lease payments plus estimated residual values of the equipment
at the end of lease term less unearned finance income. The BCC Group performs
periodic reviews of the estimated residual values and, for financing leases,
recognizes other than temporary impairments in the current period.


 


Nonaccrual Receivables.  Income
recognition on an accrual basis is generally suspended for leases and notes and
other receivables at the earlier of when a full recovery of income and
principal becomes doubtful or when such account becomes 90 days
delinquent.  Income recognition is
resumed when the lease or notes and other receivables become contractually
current and performance is demonstrated to be resumed.  To the extent that income is accruable under
contractual terms, any cash received in the interim is recorded to income.


 


4

















 


EXHIBIT B


 


MASTER ASSIGNMENT AND ASSUMPTION AGREEMENT


 


This MASTER ASSIGNMENT
AND ASSUMPTION AGREEMENT (this “Assignment”) is made by and among Boeing
Capital Corporation, BCC Equipment Leasing Corporation, McDonnell Douglas
Overseas Finance Corporation and Boeing Capital Loan Corporation (collectively,
“Seller”), and General Electric Capital Corporation, AVN Air, LLC, Heller
Financial Leasing, Inc., CEF 2002 Aircraft, LLC and CEF 2002, LLC
(collectively, “Purchaser”), as of [[                   ,
2004]].  All capitalized
terms used and not otherwise defined herein shall have the meanings given to
them in the Purchase and Sale Agreement, dated as of May
    , 2004, by and among Seller and General Electric
Capital Corporation  (the “Purchase and Sale Agreement”).  This Assignment is made with reference to
the following facts:


 


RECITALS


 


(a)           Pursuant to the terms of the Purchase and Sale
Agreement, each Purchaser (pursuant to the exercise by General Electric Capital
Corporation of its rights pursuant to Section 12.4 thereunder) has agreed to
(i) purchase from Seller, all of Seller’s right, title and interest in and to
each of the Specified Portfolio Assets listed on the attached Schedule A
set forth opposite each such Purchaser’s name (collectively, the “Transferred
Assets”) and (ii) assume from Seller, all of Seller’s obligations under each of
the Transferred Assets, in each case on the terms and for the consideration set
forth in the Purchase and Sale Agreement.


 


(b)           Pursuant to the Purchase and Sale Agreement, Seller
desires to sell, transfer, assign and set over to Purchaser (i) all of Seller’s
right, title and interest in and to, and (ii) all of Seller’s obligations
under, the Transferred Assets.


 


AGREEMENT


 


NOW, THEREFORE, for good
and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, Seller hereby sells, transfers, assigns and sets over to
Purchaser, and Purchaser expressly purchases and assumes from Seller, subject
to the terms of the Purchase and Sale Agreement and with only such
representations and warranties as are expressly stated in the Purchase and Sale
Agreement, all of Seller’s right, title and interest in and to, and each and
every obligation under, the Transferred Assets.  The terms of this Assignment shall not supersede the terms of the
Purchase and Sale Agreement.


 


[This space
intentionally left blank ]


 


1

















 


Each of Purchaser and Seller
hereby agree that it shall execute each agreement, instrument, certificate or
other instrument as the other party shall from time to time reasonably request
for purposes of consummating the transactions contemplated by this Assignment
and the Purchase and Sale Agreement, including, without limitation, any master
assignment and assumption agreement, bill of sale, individual bill of sale for
any one or more Transferred Assets, allonge, stock power, servicing agreement,
transition services agreement, FAA document, assumption agreement, consent
agreement, purchase agreement, title document, quiet enjoyment agreement,
non-disturbance agreement,  powers of
attorney or other similar documentation.


 


	
   

  	
  BOEING
  CAPITAL CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  BCC
  EQUIPMENT LEASING CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  MCDONNELL
  DOUGLAS OVERSEAS FINANCE

  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  BOEING
  CAPITAL LOAN CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
					



 


2

















 


	
   

  	
  GENERAL
  ELECTRIC CAPITAL CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  AVN AIR, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  HELLER
  FINANCIAL LEASING, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  CEF 2002
  AIRCRAFT, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  CEF 2002,
  LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


3

















 


SCHEDULE A


 


[SPECIFIED PORTFOLIO
ASSETS – TO BE LISTED ON A TRANSACTION BY

TRANSACTION BASIS BY OBLIGOR]


 


4

















 


EXHIBIT C


 


Agreed Audit Procedures


 


Loans


 


•       Select a sample of loans and perform the
following*:


 


•        Trace the following information from the data
tape or operating system (where applicable) to the original loan documentation
file.


 


•        Borrower’s name


 


•        Original loan balance
(Funding Amount)


 


•        Interest rate (Index and
Spread)


 


•        Loan term


 


•        Periodic payment amount


 


•        Due date


 


•        Equipment type and model
& year


 


•        Loan start date


 


•        Balloon Payment


 


•        Equipment Location (state,
city & county)


 


•        Confirm terms including remaining payments,
outstanding balance and other pertinent information.


 


•        Recalculate the unearned income amount from the
last payment received and agree to the data tape.


 


•


 


•        Validate property tax filing and payment for
most recent year.


 


•        Reconcile all data tape ending balances to the
general ledger.


 


Financing Leases


 


•       Select a sample of direct finance leases and
perform the following*:


 


•        Trace the following information from the data
tape or operating system (where applicable) to the original lease documentation
file.


 


•        Lessee’s name


 


•        Capitalized costs


 


•        Interest rate (for quasi
lease only)


 


•        Lease term


 


•        Monthly payment amount


 


1

















 


•        Monthly due date


 


•        Equipment type and model
& year


 


•        Security Deposit


 


•        Lease start date


 


•        Residual value


 


•        End of lease purchase
option or Early Buyout Option (EBO)


 


•      If lease has EBO, determine
if EBO is greater than NAV at the EBO date


 


•        Equipment location (state,
city & county)


 


•        ID tax rate being used and
recalculate monthly/quarterly use tax


 


•        Validate property tax
reporting base amount


 


•        If non-taxable for sales
tax, inspect sales/use tax exemption certificate


 


•        If non-taxable for
property tax, inspect property tax exemption certificate


 


•        Determine how the
sales/use tax is computed: Upfront, or rental stream


 


•        If paid upfront, inspect
proof of payment (e.g. invoice, title)


 


•        Confirm terms including remaining payments,
outstanding balance and other pertinent information.


 


•        Recalculate the unearned income amount from the
last payment received and agree to the data tape.


 


•        Recalculate lease classification under SFAS No.
13, as amended.


 


•        Reconcile all data tape ending balances to the
general ledger.


 


Operating Leases


 


•       Select a sample of
operating leases and perform the following*:


 


•        Trace the following information from the data
tape or operating system (where applicable) to the original lease documentation
file.


 


•        Lessee’s name


 


•        Original equipment cost
including capitalized costs


 


•        Lease term


 


•        End of lease purchase
option or Early Buyout Option (EBO)


 


•      If lease has EBO, determine
if EBO is greater than NAV at the EBO date


 


•        Monthly payment amount


 


•        Monthly due date


 


•        Security Deposit


 


•        Equipment type and model
& year


 


2

















 


•        Lease start date


 


•        ID tax rate being used and
recalculate monthly/quarterly use tax


 


•        If non taxable for sales
tax, inspect the sales/use tax exemption certificate


 


•        If non-taxable for
property tax, inspect property tax exemption certificate


 


•        Residual value


 


•        Equipment Location (State,
City & County)


 


•        Confirm terms including remaining payments and
other pertinent information.


 


•        Trace the last payment received for each lease
from the check, lockbox report or cash report to the data tape.


 


•        Recalculate the monthly depreciation amount and
the accumulated depreciation balance from the data tape.


 


•        Recalculate any accrued and earned rents in
accordance with the underlying lease contract.


 


•        Recalculate lease classification under SFAS No.
13, as amended.


 


•        Determine how the sales/use tax is computed:
Upfront or rental stream.


 


•        If paid upfront, inspect proof of payment (e.g.
invoice, title)


 


•        Confirm who is responsible for reporting and
paying property tax (e.g. lessor or lessee).


 


•        Validate property tax filing and payment for
most recent year.


 


•        Validate property tax reporting base amount.


 


•        Reconcile all data tape ending balances to the
general ledger.


 


Security Deposits


 


•       Compare the amounts in the data tape to the
original file documentation.


 


•       Reconcile to the general ledger


 


•       Determine state location for each security
deposit.


 


Other


 


•        For any suspense or unapplied cash balances


•      Obtain account analysis and reconcile to
General Ledger


•      Identify suspense and unapplied cash to
specific customer accounts


•        Obtain schedules of other assets purchased and
liabilities assumed


•        Reconcile to the general ledger.


•        Test the accounting principles, as discussed in
the APA, for consistent application.


 


3

















 












* The number of loans and
leases to be tested will be selected using a nonstatistical sample and will
approximate 60 in total.


 


4

















 


EXHIBIT D


 


BILL OF SALE


 


BILL OF SALE,
dated
             ,
200    , from Boeing Capital Corporation, BCC Equipment
Leasing Corporation, McDonnell Douglas Overseas Finance Corporation and Boeing
Capital Loan Corporation (collectively, the “Seller”) to General Electric
Capital Corporation, AVN Air, LLC, Heller Financial Leasing, Inc., CEF 2002
Aircraft, LLC and CEF 2002, LLC (collectively, the “Purchaser”).  All capitalized terms used and not otherwise
defined herein shall have the meanings given to them in the Purchase and Sale
Agreement, dated as of May       , 2004, by and
among Seller and General Electric Capital Corporation (the “Purchase and Sale
Agreement”).


 


WHEREAS,
pursuant to the Purchase and Sale Agreement, Seller agreed to sell, assign, and
deliver to Purchaser, among other things, all of the Specified Portfolio Assets
owned by Seller and listed on Schedule I hereto (the “Transferred Assets”).


 


NOW,
THEREFORE, in consideration of payment by Purchaser to Seller on or prior to
the date hereof of the amounts set forth in the Purchase and Sale Agreement,
and other good and valuable consideration, the receipt of which is hereby
acknowledged, Seller does hereby sell, assign, and set over to Purchaser, all
of the Seller’s right, title and interest in and to each of the Transferred
Assets set forth opposite each Purchaser’s name on Schedule I hereto.  


 


To Have and to
Hold the same unto Purchaser, its successors and assignors forever, absolutely
and unconditionally, and Seller hereby warrants, covenants and agrees that it
will defend the title of the Transferred Assets conveyed by this Bill of Sale
against all persons making any claim thereto in accordance with and subject to
the terms of the Purchase and Sale Agreement.


 


This Bill of
Sale shall be governed by and construed in accordance with the laws of the
State of New York.


 


1

















 


IN WITNESS WHEREOF, Seller has
caused this Bill of Sale to be executed as of the date first written above.


 


 


	
   

  	
  BOEING
  CAPITAL CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  BCC
  EQUIPMENT LEASING CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  MCDONNELL
  DOUGLAS OVERSEAS FINANCE

  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  BOEING
  CAPITAL LOAN CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


2

















 


SCHEDULE I


 


 


SPECIFIED PORTFOLIO ASSETS BEING TRANSFERRED


 


3

















 


Exhibit E


 


I.              OVERVIEW


 


The purpose of this
policy is to provide guidance on accounting for impairment of certain assets
and the implications of asset restructurings under generally accepted
accounting principles.


 


II.            POLICY GUIDELINES


 


A.            Loans


 


Recognition
of Impairment


 


A loan is deemed impaired when,
based on current information and events*, it is probable (80% or greater
likelihood) that GECF will be unable to collect all amounts due (principal and
interest) under the contractual terms of the loan agreement. FAS 5 provides the
basic guidance for recognition of impairment losses for all receivables.  FAS 114 provides more specific guidance on
measurement and disclosure for a subset of the population of loans.  This subset consists of loans that are
identified for evaluation and that are individually deemed to be impaired
(because it is probable that the creditor will be unable to collect all the
contractual interest and principal payments as scheduled in the loan
agreement).  It also includes all loans
that are restructured in a troubled debt restructuring involving a modification
of terms.


 


Multiple loans with the
same customer shall be evaluated separately for purposes of impairment testing
and disclosure as either impaired or nonearning.


 












* Existing “environmental”
factors (for example, existing industry, geographical, economic, and political
factors) should be considered as part of current information and events.


 


 


Measurement
of Impairment


 


Impairment can be measured in 2
ways:


 


•      Present value of the expected future cash flows
discounted at the loan’s effective interest rate. The effective interest rate
of a loan is the rate of return implicit in the loan (that is, the contractual
interest rate adjusted for any net deferred loan fees or costs, premium, or
discount existing at the origination or acquisition of a loan).


 


•      All available information reflecting past events and
current conditions should be considered when developing the estimate of future
cash flows.  All


 




















 


available information includes existing “environmental” factors (for
example, industry, geographical, economic, and political factors).


•      Estimated costs to sell shall also be included if
those costs are expected to reduce the cash flows available to repay the loan.


•      The weight given to the evidence should be commensurate
with the extent to which the evidence can be verified objectively.


•      The likelihood of possible outcomes should be
considered in developing the best estimate of expected future cash flows.


 


•      The fair value of the loan’s
collateral. If foreclosure is probable, the fair value of the collateral must
be used to measure impairment


 


Refer
to the Reserves Policy for additional instructions regarding the calculation of
general and specific reserves. (See  Exhibit A)


 


 


Loan
Modifications/Restructures


 


a.             Determination of
Troubled Debt Restructuring


 


A restructuring of debt
is considered a troubled debt restructuring (TDR) under SFAS No. 15 if the
creditor, for economic or legal reasons related to the debtor’s financial
difficulties grants a concession to the debtor that it would not otherwise
consider.  The concession may extend
from an agreement between the debtor and creditor, or it may be imposed by a
law or court.


 


If the effective interest
rate is reduced primarily to reflect a decrease in market rates to maintain a
relationship with a debtor that can readily obtain funds from other sources at
the current interest rate, a troubled debt restructuring may not be involved.


 


Accounting for all loan
modifications/restructures must be documented in a Memorandum for Record (MFR)
and signed off by GECF’s Controller’s Office.


 


A TDR includes (but not
necessarily limited to):


 


2

















 


1.     Transfer from debtor to creditor of
receivables from third parties, real estate or other assets to satisfy fully or
partially a debt. (includes a transfer from resulting from foreclosure or
repossession).


2.     Issuance of equity interest to the
creditor


3.     Modification of terms of debt such as any
one or combination of the following:


 


•      Reduction of the stated
interest rate for the remaining original life of the debt


•      Extension of the maturity date or dates at a stated
interest rate lower than the current market rate for new debt with similar risk


•      Reduction (absolute or contingent) of the fact amount
or maturity amount of the debt as stated in the instrument or other agreement.


•      Reduction (absolute or
contingent) of accrued interest


 


Recognition
and Measurement of Impairment


 


Impairment is required to
be assessed when GECF becomes aware of the borrower’s financial
difficulties.  A loan may be identified
as impaired due to a pending restructuring but not require a reserve.


 


Estimated cash flows may
consider a proposed restructuring in determining the amount of the impairment
to record.  Cash flows must be
discounted at the loan’s original effective interest rate, not the rate
provided in the restructured agreement. 
If the loan is a variable rate loan, the rate shall be fixed (for
purposes of calculating impairment) at the rate in effect at the date the loan
meets the impairment recognition criteria noted in (A) above.  Projections of an anticipated rate change
may not be made.  Existing FAS 91
capitalized costs and deferred fees are maintained since the loan is not
considered a new loan.  Fees received in
connection with a troubled debt restructuring shall be applied as a reduction
of the recorded investment in the loan and additional FAS 91 costs shall be
expensed.


 


Disclosure
of the Loan as Impaired


 


A loan that has a specific
reserve recorded against it under FAS 114 must be disclosed as an impaired
loan. A loan that is part of a troubled debt restructuring is considered an
impaired loan even if there is no reserve requirement.   If circumstances change that enable release
of the reserve or if a portion of the account is written off and the remainder
is deemed collectible under FAS 114, it may be removed from the impaired loan
schedule provided that the account is considered current based on its original
terms.  An impaired loan that has been
restructured in a TDR involving modification of terms need not be included in
the impaired loan schedule if (a) the restructuring agreement specifies an
interest rate equal to or greater than the rate that the creditor was willing
to accept at the time of the restructuring for a new loan with comparable risk
and (b) the loan is not impaired based on the terms specified by the
restructuring agreement


 


3

















 


Disclosure
of the Loan as Nonearning


 


Nonearning loans are those (either principal, interest
or both) that are 90 days or more delinquent (or for which collection has
otherwise become doubtful).  A loan may be removed from the nonearning
schedule provided the loan is current per its original terms or in case of a
TDR (a) the restructuring agreement specifies an interest rate equal to or
greater than the rate that the creditor was willing to accept at the time of
the restructuring for a new loan with comparable risk and (b) the loan is not
nonearning based on the terms specified by the restructuring agreement (see
exception under Day 2 Accounting for
Impaired Loans below).


 


In cases where repossession is deemed probable and the
loan is otherwise nonearning, it may not be removed from the nonearning
schedule until we have possession of the collateral.


 


Reduced earning accounts must be recorded on the
nonearning schedule (all times) since collection of the original amount is
doubtful.


 


A loan may be impaired
but not listed on the nonearning schedule. This is possible when a lender is
not expected to recover the loaned amount per the stipulated terms of the
agreement due to a temporary liquidity crisis of the borrower but does not
expect to lose their principal or interest.


 


Day 2
Accounting for Impaired Loans


 


Income accrual should stop at the earlier of the time at which
collection of an account becomes doubtful or the account becomes 90 days
delinquent. Interest income on impaired loans is to be recognized as cash is
collected.


 


If a loan is restructured
and does not require principal or interest payments for a period of months but
interest continues to accrue (so called PIK interest), as a general rule,  no income should be recognized and the loan
shall continue to be classified as a nonearning receivable until at least
interest payments are received. 
However, cash flows resulting from future payments of PIK interest may
be considered in determining the reserve requirement under FAS 114.


 


Loans that have been
restructured to a below market interest rate will have a FAS 114 reserve
recorded representing the difference between the loan balance and the estimated
future cash flows discounted at the loans effective rate.  As payments are made on the


 


4

















 


restructured loan, the
valuation allowance may be adjusted so as to produce a yield based on the
original interest rate.


 


Subsequent to the initial
measurement of impairment, if there is a significant change in the amount or
timing of an impaired loan’s expected future cash flows, impairment shall be
recalculated following the same procedures described above.


 


 


Troubled
Debt Restructuring – Example


 


At December 31, 2001,
GECF and XYZ Company agree to modify the terms of their existing loan agreement
because it is unlikely that XYZ Company (the borrower) will be able to make its
contractual loan payments during the next few years due to severe cash flow
difficulties arising from the closure of a significant production plant.  The restructuring agreement is going to be
formally signed between the two parties on January 5, 2002.  The recorded investment in the loan is $12.5
MM and it has a historical effective interest rate, based on the loan’s
original contractual interest rate, of 9.5% and is due to mature on December
31, 2005.


 


Under the terms of the
restructured agreement, cash flows of $7.5 MM, $3.75 MM and $3.75 MM are
due at the end of 2003, 2004 and 2005 (the original contractual maturity of the
loan) respectively.  The payment made at
the end of 2003 is intended to represent the aggregate of principal and
interest repayments for both 2002 and 2003. At the time of the restructuring,
GECF believes it is probable that XYZ will be able to make all of the
restructured payments.   The terms of
the restructuring also require the borrower to issue preferred stock to GECF in
an amount equal to the cash flows forgiven under the restructuring.  However, the preferred stock has negligible
value because the borrower has a negative net worth.


 


 


Response:


 


In the example above,
there are two points in time to consider. 
First, at December 31, 2001, GECF must assess whether the loan is
impaired.  At that time, the
restructuring agreement is not yet in place, however GECF is aware of the
borrower’s economic situation and restructuring discussions are under way and
finalization is imminent.  The loan
would be impaired if based on current information and events, it is probably
that GECF will be unable to collect all amounts due according to the
contractual terms of the loan agreement. 
As used in FAS 114, all amounts due according to the contractual terms
means that both the contractual interest payments and the contractual principal
payments of a loan will be collected as scheduled in the loan agreement.


 


5

















 


Under SFAS No. 114, ¶15, “all
available evidence should be considered in developing the estimate of expected
future cash flows”.  In this case, in
making its assessment of impairment, GECF should take into account the expected
future cash flows, including any evidence provided to date from the ongoing
efforts to restructure the loan.  The
loan’s impairment would be calculated based on the difference between the
recorded investment and the measure of the impaired loan (which in this example
is calculated as the net present value of the cash flows expected to be
received, because the loan is not deemed to be collateral dependent).  The impairment charge at December 31, 2001
would be $0.77 MM ($12.5 MM less $11.73MM — the present value of the three cash
flows received discounted using the effective interest rate of 9.5%).


 


The second point in time to
consider is January 5, 2002.  At that
point, the loan is considered a troubled debt restructuring (TDR).  Based on SFAS No. 15, ¶2, insofar as GECF “for
economic or legal reasons related to [XYZ Company’s] financial difficulties
grants a concession to [XYZ Company] that it would not otherwise consider”.


 


Under SFAS No. 114,
impairment is measured based on the present value of expected future cash flows
discounted at the loan’s effective interest rate, based on the original
contractual rate, not the restructuring agreement.  However, because an impairment measurement was performed at
December 31, 2001 based on the expected future cash flows under the restructuring
plan, no further impairment is required to be recorded at this point in time.


 


SFAS No. 15, as amended
by SFAS No. 114, requires a creditor to account for a troubled debt
restructuring involving a partial satisfaction or modification of terms as prescribed
in SFAS No. 114, except that, first, the recorded investment in the loan shall
be reduced by the fair value of assets received.  In this case, the preferred stock is deemed to have a negligible
fair value; therefore, the recorded investment is not adjusted prior to the
impairment charged calculated above. 
However, if the preferred stock had value, the recorded investment would
have been reduced by the preferred stock’s fair value.  This new value would form the basis for the
impairment assessment above.


 


In the above example,
GECF restructured the loan to defer payments, including the payment of
interest, into future periods (referred to as “Paid in Kind” (PIK) interest)
received interest paid in kind (“PIK”) as it received a lump-sum payment at the
end of 2003 representing interest and principal for payments for both 2002 and
2003.  During 2002, interest should not
be accrued on this loan and the loan should be classified as non-earning for
the year.  Only when payment is received
at the end of 2003 should any related interest income be recorded.


 


6

















 


B.            Finance Leases


 


Recognition
of Impairment


 


There are two components of a
finance lease with different impairment provisions as follows:


 


•      Minimum Lease Payments Receivable (credit risk) –
Although not included in the scope of FAS 114, a finance lease is considered
impaired when based on current information and events, it is probable (80% or
greater likelihood) that GECF will be unable to collect all amounts due under
the contractual terms of the lease agreement.


•      Residual Value (asset risk)
– The estimated residual value shall be reviewed quarterly by major collateral
type and if the review results in a lower estimate than previously established,
a determination must be made as to whether the decline in estimated residual
value is judged to be other than temporary (controller’s office needs to be
notified of the results). A presumption exists that an other than temporary
impairment shall have occurred for residual value exposures that are within 5
quarters of the end of the lease term.


 


Impairment
Measurement


 


Refer to the procedures under
Impairment Measurement under Section I (Loans) and below under Troubled
Lease Restructurings.  Estimated
cash flows must be discounted using the interest rate implicit in the lease.


 


Additionally, residual
impairment is measured as the difference between the revised estimate and the
original estimate.  The new estimate
shall be substituted for the old and the resulting reduction in the net
investment shall be recognized as a loss in the period in which the estimate is
changed.  Upward adjustments shall not
be made.


 


Troubled
Lease Restucturings


 


Although finance leases
do not meet either the scope of FAS 15 or the scope of FAS 114, we believe the
concessions made to the lessee as a result of the lessee’s financial
difficulties should be accounted for similarly to a loan (since finance leases
are similar in nature to a loan).


 


A key consideration in
analyzing the accounting implications of a lease restructuring is whether the
restructuring results in a new lease agreement.  Below are the guidelines for determining a new lease versus a
lease modification.


 


Lease Modification
includes:


 


•      A change in minimum lease
payments without an extension or renewal


 


7

















 


•      Action:  Step
1:  Reconsider the classification of the
lease as of the original inception date. 
Use the revised payments, but keep all other assumptions constant.  Step 2: 
If lease classification would have changed, the changes result in a new
lease agreement.  Determine
classification of the new agreement using current assumptions (may be different
from Step 1)


 


•      Accounting
Implications:  Modified lease agreement
is a finance lease:  discount the
revised cash flows using the original implicit rate.  The decrease in balance is recorded as a
valuation allowance.


 


•      Modified lease agreement is an Operating Lease:  lessor records the asset on the books at the
lower of its original cost, present fair value or carrying amount (which would
be the lease receivable).  Any
difference in value recognized immediately


 


 


New
Lease includes:


 


•      Any change that extends the
lease term


 


•      Action:  New
lease agreement includes the remaining term of the original lease agreement
plus the extension and is reclassified using current assumptions (residual
value, economic life, implicit rate, etc.)


 


•      Accounting
Implications:  If new agreement
classified as a finance lease:  discount
the revised cash flows using the original implicit rate.  The decrease in balance is recorded as a
valuation allowance.


 


•      If the new agreement is classified as an operating
lease, lessor records the asset on the books at the lower of its original cost,
present fair value or carrying amount (which would be the lease
receivable).  Any difference in value
recognized immediately.


 


•      If the modification of provisions of a finance lease
results in its classification as an operating lease, residual value insurance
may be purchased for purposes of classifying the agreement as a finance lease
based on the modified terms.


 


 


Disclosure
as Nonearning


 


A lease shall be considered a
nonearning asset when payments are delinquent for 90 days or greater (or
collection has otherwise become doubtful)


 


8

















 


If a lease is
restructured and is classified as a “new” lease agreement under FAS 13, it
shall not be included on the Nonearning Schedule.  The terms of a modified lease shall be examined – a modified
lease shall be excluded from the Nonearnings Schedule if the modified lease
terms are similar to or more favorable than the lease terms the lessor would
normally lease at the time of restructuring and also the lease payments are
being made according to the restructured agreement.


 


Disclosure
as Impaired


 


There is no requirement
to report finance leases that are considered impaired.


 


 


Operating
Leases


 


Impairment
Recognition


 


Assets subject to
operating lease shall be subject to impairment testing under FAS 144’s “held
and used” model which requires impairment recognition if the carrying amount of
the asset is not recoverable and exceeds its fair value.  The carrying amount of an asset is not
recoverable if it exceeds the sum of the undiscounted cash flows expected to
result from the use and eventual disposition of that asset.  This assessment is to be performed at the
lowest level of identifiable cash flows that are largely independent of the
cash flows of other asset groups.  For
purposes of this policy, the customer level will be used to make this
assessment.  Therefore, cash flows from
multiple leases with the same customer may be grouped together to make this
assessment.


 


Estimates of future cash
flows used to test the recoverability of a long-lived asset shall include only
the future cash flows (i.e., cash inflows, less associated cash outflows) that
are directly associated with and that are expected to arise as a direct result
of the use and eventual disposition of the asset.


 


Under FAS 144, we are
required to test an asset or group for recoverability whenever circumstances
indicate that the entity may not be able to recover the asset’s carrying
amount.  For example, such circumstances
may include:


 


•      A significant decrease in
market price


•      A significant adverse change in the extent or manner
in which the asset is being used or its physical condition


•      A significant adverse change
in legal factors or in the business climate that could affect its value or an
adverse action or assessment by a regulator


•      A current expectation that it is more likely than not
that the asset will be sold or disposed of significantly before the end of its
previously estimated useful life.


 


9

















 


The businesses shall make
an annual assessment of their operating lease portfolio (including ELTOOL held
for use) and report to GECF’s Office of the Controller the results of that
assessment (whether impairment testing was necessary on any lease agreements,
and if so, the results)


 


Further, the business shall
perform an annual review of the asset’s useful life and the residual value
assigned to the asset (based on collateral type).  Any resulting downward adjustments shall be reflected prospectively
in depreciation expense.


 


Impairment
Measurement


 


Impairment is measured as
the excess of the carrying amount of the asset over its fair value.  The fair value of a long-lived asset shall
be based on quoted market prices.  If no
quoted market prices are available, consult with GECF Corporate accounting
staff to determine an alternate basis for fair value.


 


 


C.            Investments


 


Impairment Recognition


 


The accounting model that
applies to the investment will be a factor in recognizing impairment.  Most investments are classified under APB
Opinion 18 or under FAS 115.


 


APB Opinion 18


 


APB 18 applies to nonmarketable
equity securities that are accounted for under the cost method and under the
equity method.  Paragraph 19h of APB 18
discusses impairment as follows:


 


A loss in value of an investment which is other than a temporary
decline should be recognized.  Evidence
of a loss in value might include, but would not necessarily be limited to,
absence of an ability to recover the carrying amount of the investment or
inability of the investee to sustain an earnings capacity which would justify
the carrying amount of the investment. 
A current fair value of an investment that is less than its carrying
amount may indicate a loss in value of the investment.  However, a decline in the quoted market
price below the carrying amount or the existence of operating losses is not
necessarily indicative of a loss in value that is other than temporary.  All are factors to be evaluated.


 


Thus, the principal focus of
APB 18 is recovery based.  In other
words, one needs to determine whether investment recovery is possible within a
reasonable period of time.  Cash flow
analysis may be performed to determine recoverability:


 


10

















 


•      All available information reflecting past events and
current conditions should be considered when developing the estimate of future
cash flows.  All available information
includes existing “environmental” factors (for example, industry, geographical,
economic, and political factors).


•      Estimated costs to sell shall also be included if
those costs are expected to reduce the cash flows available to recover the
investment.


•      The weight given to the evidence should be
commensurate with the extent to which the evidence can be verified objectively.


•      The likelihood of possible outcomes should be
considered in developing the best estimate of expected future cash flows.


 


The determination of a
reasonable period of time involves judgment and impairment analyses under APB
18 should be presented to the GECF’s controller’s office.


 


FAS 115


 


FAS 115 applies to all investments in debt securities
(as distinquished from lending arrangements under FAS 114) and investments in
marketable equity securities.  FAS 115
requires use of a fair value model to determine other than temporary
impairment.  Marketable equity and debt
securities are to be evaluated based on quoted market prices.  Marketable debt securities are further
evaluated to determine whether the contractual principal and interest will be
collected.


 


For investments in bonds and other investments with
fixed maturity amounts, market declines may be considered temporary unless the
evidence indicates that the investments will be disposed of before they mature
or the carrying value of the security will not be realized.  There are four criteria that should be
considered in the evaluation of potential impairment:


 


•      The issuer is in default or
default appears imminent


•      Market value has declined
substantially below cost for reasons other than increases in interest rates in
general


•      In order to meet projected
cash flow needs or settlement of certain liabilities, the security will likely
be disposed of at a price below fair market value


 


Recovery of value is key when performing an impairment
assessment.  For equity securities, this
refers to the likelihood of experiencing an increase in price back to the book
value recorded.  In the case of debt
securities, it refers to the likelihood of receiving all the interest and face
value per contract terms.  A reasonable
timeframe for recovery is taken to be 18 months.  Where recoverability is in doubt, an other-than-temporary
impairment has occurred and the business must write the book value of such an


 


11

















 


investment down to the fair value (which becomes the
new book value).  The resulting realized
loss is reflected in the earnings of the period it was incurred.


 


Impairment
Measurement


 


Investments under the APB 18 model shall have their
potential impairment measured as the estimated shortfall in the expected cash
flows when compared to the recorded investment.  As noted, the model is not a fair value model, therefore,
recovery of the investment in a reasonable period of time using undiscounted cash
flows is acceptable.


 


Investments under the FAS 115 model shall have their
potential impairment measured as the amount by which the estimated fair value
of the investment is below the recorded book value.  Quoted market prices are used for marketable equity and debt
securities.  Regarding nonmarketable
debt securities, a reasonable estimate of fair value should be made using a
discounted cash flow model.  Assumptions
should reflect realistic expectations of growth, capital requirements to
facilitate that growth as well as a reasonable period in which the investment
is expected to be recovered.  Further,
the discount rate used  should not
be the coupon rate on the security, rather it should be the rate that is
commensurate with the with the current level of risk given the current
environment.  In most instances, if
there has been a deterioration in the industry or in the specific business, the
discount rate used should be higher than the coupon rate.  Selection of the discount rate is a matter
of judgment.


 


Investments must be assessed quarterly to determine
whether impairment has become other than temporary.  Watchlists should be maintained and tollgates should be
established and if they are not met, a determination should be made whether
impairment should be recalculated based on revised estimates.  An MFR must be completed for all impairment
issues and must be submitted to the Controller’s Office at least 2 weeks prior
to quarter end so that we have ample time to review the information with
Corporate.


 


 


D.            Securitizations


 


Background:


 


Investments in debt securities
that are backed by securitized assets and all retained interests in GE
securitizations that are subject to prepayment or credit risk such that GE may
not recover substantially all of its recorded investment are required to be
accounted for under EITF 99-20.   Under
EITF 99-20, 1) Impairment: unrealized losses are deemed to be
other-than-temporary (impairment charged to earnings under SFAS No. 115) when
an adverse change in the timing or amount of cash flows is deemed to have
occurred.  “Other Than Temporary
Impairment” losses become a permanent adjustment to the “Amortized Cost”
(basis) of the security. 2) Income recognition: determined on a
prospective level yield basis.


 


12

















 


Application of the Impairment
Test


 


•      Determine Fair Value of the
security


•      Compare the Fair Value to the amortized cost.  For available for sale securities,
unrealized gains or losses are recorded on the asset side of the ledger with a
corresponding entry to Other Comprehensive Income (OCI Equity), net of
tax.  Deferred taxes are provided for
the unrealized gains or losses.


•      Determine whether an other than temporary impairment
exists.  Are any unrealized losses the
result of an adverse change in the timing or amount of cash flows (other than
for interest rate resets on plain vanilla variable rate securities)?  If due in part to an adverse change, the
entire unrealized loss is taken as a charge against current period earnings, net
of tax.  Otherwise, the unrealized loss
remains in OCI.


 


 


Step
1 – Determine Fair Value of the security (FV)


 


•      The best estimate of fair value is a price quoted in
an actively traded market.  If such a
market exists, that price should be used as the fair value.


•      If a price in an actively traded market is not
available, alternative methods should be used including obtaining a bid from a
broker or dealer that makes a market in this or similar securities.


•      If a credible bid cannot be obtained from a
broker/dealer (illiquid issue), then an internal valuation should be done that
employs a discounted cash flows approach using market assumptions.  Such a method should use assumptions
reasonably expected to be used by a third party willing to purchase the subject
security.  The following illustrates steps
that might be followed to perform such an internal valuation: 


 


A.  Obtain Market yields for
each rating and WAL of security.  This
is usually done through an Investment Bank with a Trading Desk and familiarity
with the asset type and deal structure. This part of the process is quite
subjective and different banks have been known to provide significantly
different yields.


 


B.  Calculate the PV of the
current estimated cashflows using the latest assumptions and the yield obtained
from the Investment Bank.  For this
step, for the Floating Rate Securities, use the current estimate of the
floating rate index .


 


C.  This calculated PV is the
estimate of the Fair Value of the security


 


13

















 


Step
2.  Compare the Fair Value to the
amortized cost.


 


Compare the fair value from step 1 to the
amortized cost of the security. 
Amortized cost is the net book value (excluding unrealized gains or losses)
and includes the par value, any purchase/issue premium or discount, any
accretion of yield taken to-date (if separately accounted for) and any
other-than-temporary impairment previously taken.  Unrealized gains and losses on Available For Sale securities are
recorded to OCI.  Unrealized gains are
present when the FV is greater than the amortized cost basis (regardless of
whether there is an other than temporary impairment, or not), and unrealized
losses are present when there is no other than temporary impairment (see Step
3), but the FV is lower than the amortized cost basis.


 


Step
3 – Determine whether an other than temporary impairment exists


 


The
following computations should be made (excerpted from D+T publication,
Securitization Accounting under FASB 140 (2nd Edition, January
2002):


 


1 ] Calculate
the present value of the newly estimated remaining cash flows discounted at the
last rate used to recognize accretable yield on the security. Changes in cash
flow resulting from resets on plain-vanilla floating rate securities are not
taken into account in this test provided the security is not a super-floater or
an inverse floater.


2 ] Compare
the present value in step 1 to the present value of the previously estimated
remaining cash flows discounted at the last rate used to recognize accretable
yield on the security [adjusted for cash receipts during the intervening
period].


3 ] If
the present value has decreased (i.e., step 1 result is less than step 2
result), then an adverse change and an other-than-temporary impairment has
occurred.  The EITF 99-20 impairment
analysis must be done on a security- by -security basis, not on an overall
portfolio basis. This can cause unfortunate income statement results if certain
securities are deemed to be impaired, while other securities are appreciating
in value.


 


 


Income
Recognition 


 


•      General rule:  Income is recognized on a level yield basis with prospective
adjustments to the book yield at each quarter point.


•      For securities that have
been written down in Step 3 (Impairment taken to current period earnings and
Cost basis written down to current FV), the yield will be the IRR of the
written down cost basis and the current estimate of cash flows (for vanilla
floaters these cashflows would be at the current estimated floating
rates).  This will equal the estimated
current market yield on the securities


 


14

















 


•      For securities that have no
impairment charge taken because either they passed the Other-than-temporary
Impairment test (the PV of the current estimated cashflows are greater than the
PV of the previously estimated cashflows from the current date forwards) or
because they have unrealized gains (FV > Amortized Cost basis), the revised
book yield will be the IRR calculated using the newly projected cashflows and
the current Amortized Cost basis.


 


 


Example of
application of EITF 99-20


 


You purchase a B-piece on
January 1, 2001 for $106.08.  It has a
face amount of $100 and is also entitled to all of the excess interest from the
net coupon on the loans over the interest paid to the senior class, subject to
reimbursing the senior class for credit losses.


The assumed pre-tax yield
at the date of purchase is 10.77% per annum based on an assumed prepayment rate
of 5 CPR and assumed losses of 100 basis points per annum on the outstanding
principal amount of the loans (the “Base Case”).


As of the end of year 1,
there are five alternative scenarios presented in the following table.  The first is tat the base case prepayment,
loss and market yield for the B-piece assumptions do not change.  The other scenario involves an increase or
decrease in one or more of the assumptions as to prepayments, losses, and
market yield for the B-piece.


 


 


	
   

  	
   

  	
   

  	
   

  	
  Base

  Case

  	
   

  	
   

  	
   

  
	
   

  	
  Scenarios
  for Years 2 through 5

  
	
   

  	
  ONE

  	
   

  	
  TWO

  	
   

  	
  THREE

  	
   

  	
  FOUR

  
	
  1

  	
   

  	
  Prepayment
  Assumption

  	
   

  	
  5 CPR

  	
   

  	
  7 CPR

  	
   

  	
  7 CPR

  	
   

  	
  3 CPR

  	
   

  	
  3 CPR

  	
   

  
	
  2

  	
   

  	
  Credit Loss
  Assumption

  	
   

  	
  100 bp

  	
   

  	
  200 bp

  	
   

  	
  200 bp

  	
   

  	
  50 bp

  	
   

  	
  50 bp

  	
   

  
	
  3

  	
   

  	
  Market Yield
  for B-piece

  	
   

  	
  10.77

  	
  %

  	
  12

  	
  %

  	
  8

  	
  %

  	
  12

  	
  %

  	
  8

  	
  %

  
	
  4

  	
   

  	
  Cash Flows
  to B-piece

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5

  	
   

  	
  Year 1

  	
   

  	
  $

  	
  15.70

  	
   

  	
  $

  	
  15.70

  	
   

  	
  $

  	
  15.70

  	
   

  	
  $

  	
  15.70

  	
   

  	
  $

  	
  15.70

  	
   

  
	
  6

  	
   

  	
  Year 2

  	
   

  	
  $

  	
  13.30

  	
   

  	
  $

  	
  11.19

  	
   

  	
  $

  	
  11.19

  	
   

  	
  $

  	
  14.64

  	
   

  	
  $

  	
  14.34

  	
   

  
	
  7

  	
   

  	
  Year 3

  	
   

  	
  $

  	
  28.08

  	
   

  	
  $

  	
  31.70

  	
   

  	
  $

  	
  31.70

  	
   

  	
  $

  	
  24.51

  	
   

  	
  $

  	
  24.51

  	
   

  
	
  8

  	
   

  	
  Year 4

  	
   

  	
  $

  	
  52.23

  	
   

  	
  $

  	
  49.24

  	
   

  	
  $

  	
  49.24

  	
   

  	
  $

  	
  54.44

  	
   

  	
  $

  	
  54.44

  	
   

  
	
  9

  	
   

  	
  Year 5

  	
   

  	
  $

  	
  42.89

  	
   

  	
  $

  	
  38.52

  	
   

  	
  $

  	
  38.52

  	
   

  	
  $

  	
  46.65

  	
   

  	
  $

  	
  46.65

  	
   

  
	
  10

  	
   

  	
  Total Years
  1 thru 5

  	
   

  	
  $

  	
  152.20

  	
   

  	
  $

  	
  146.35

  	
   

  	
  $

  	
  146.35

  	
   

  	
  $

  	
  155.94

  	
   

  	
  $

  	
  155.64

  	
   

  
	
  11

  	
   

  	
  Present
  value of Yr. 2 thru 5 Cash Flows discounted at accretable yield rate of
  10.77%

  	
   

  	
  $

  	
  101.80

  	
   

  	
  $

  	
  97.75

  	
   

  	
  $

  	
  97.75

  	
   

  	
  $

  	
  103.96

  	
   

  	
  $

  	
  103.96

  	
   

  
	
  12

  	
   

  	
  Fair Value at
  End of Year 1 (PV of lines 6 thru 9 discounted at market yield in line 3

  	
   

  	
  $

  	
  101.80

  	
   

  	
  $

  	
  94.79

  	
   

  	
  $

  	
  104.94

  	
   

  	
  $

  	
  100.74

  	
   

  	
  $

  	
  111.80

  	
   

  
	
  13

  	
   

  	
  Interest
  Income-Year 1 (investment of $106/08 times the base case yield of 10.77%)

  	
   

  	
  $

  	
  11.43

  	
   

  	
  $

  	
  11.43

  	
   

  	
  $

  	
  11.43

  	
   

  	
  $

  	
  11.43

  	
   

  	
  $

  	
  11.43

  	
   

  
	
  14

  	
   

  	
  Amortized
  Cost-end of Yr. 1 (initial investment plus interest income less year 1 cash
  flow

  	
   

  	
  $

  	
  101.80

  	
   

  	
  $

  	
  101.80

  	
   

  	
  $

  	
  101.80

  	
   

  	
  $

  	
  101.80

  	
   

  	
  $

  	
  101.80

  	
   

  
	
  15

  	
   

  	
  Has there
  been a decrease in the present value of estimated remaining cash flows in line
  11?

  	
   

  	
  NA

  	
   

  	
  YES

  	
   

  	
  YES

  	
   

  	
  NO

  	
   

  	
  NO

  	
   

  
	
  16

  	
   

  	
  Is Fair
  Value (line 12 below Amortized Cost (line 14)?

  	
   

  	
  NO

  	
   

  	
  YES

  	
   

  	
  NO

  	
   

  	
  YES

  	
   

  	
  NO

  	
   

  
	
  17

  	
   

  	
  Impairment
  to be Recorded (if line 15 and 16 are YES then line 14 minus line 12)?

  	
   

  	
  NO

  	
   

  	
  $

  	
  7.01

  	
   

  	
  NO

  	
   

  	
  NO

  	
   

  	
  NO

  	
   

  
	
  18

  	
   

  	
  Adjusted
  Carrying value at end of Year 1

  	
   

  	
  $

  	
  101.80

  	
   

  	
  $

  	
  94.79

  	
   

  	
  $

  	
  101.80

  	
   

  	
  $

  	
  101.80

  	
   

  	
  $

  	
  101.80

  	
   

  
	
  19

  	
   

  	
  Revised
  Yield for Year 2 (IRR of lines 6 thru 9 discounted back to line 18)

  	
   

  	
  10.77

  	
  %

  	
  12.00

  	
  %

  	
  9.17

  	
  %

  	
  11.59

  	
  %

  	
  11.59

  	
  %

  
	
  20

  	
   

  	
  Interest
  Income-Year 2 (line 19 times line 18)

  	
   

  	
  $

  	
  10.96

  	
   

  	
  $

  	
  11.38

  	
   

  	
  $

  	
  9.34

  	
   

  	
  $

  	
  11.80

  	
   

  	
  $

  	
  11.80

  	
   

  



 


15

















 












* For reverse –engineers
only: The deal structure used to generate the cash flows going to the B-piece
was a pool of five-year loans with a principal amount of $250 amortizing with
five annual payments of $50.  Gross
coupon of 12 percent on the outstanding principal (after charge-offs) less
servicing fee of 1 percent of the outstanding principal (before charge-offs).  The senior class had a principal amount of
$150, an interest rate of 6 percent, and was entitled to 100 percent of all
scheduled and unscheduled principal payments and liquidations until retired.


 


F.             Goodwill


 


Goodwill will be
aggregated and evaluated for impairment at the GECF level.  Individual businesses do not need to perform
impairment testing on goodwill.


 


16

















 


EXHIBIT A


 


Allowance
Methodology


 


GECF generally
has two types of loss reserves and related previsions as follows:


 


1. General
reserves;


2. Specific
reserves.


 


The sections
that follow detail the methodology employed to calculate each type of reserve.


 


General Reserves


 


A general
reserve is recorded based upon the loss-to-collections (LTC) ratio of the
receivable portfolio. The LTC ratio is calculated as follows:


 


	
  LTC Ratio =

  	
  Losses (last 2 years actual + actual year estimated)

  	
   

  
	
  Collections (last 2 years actual + current year estimated)

  	
   

  



 


Losses should be net of any recoveries and collections should be gross
collections on outstanding receivables.


 


The LTC ratio is applied to the current net portfolio balance (less any
accounts with specific reserves) to determine the applicable general reserve
balance. The required reserve balance is then compared to the general ledger
balance and any adjustment made to the general ledger reserve balance has a
corresponding entry to loss provisions. 
This ratio is periodically updated and is applied to GECF’s portfolio on
an individual portfolio basis.


 


Specific Reserves


 


A specific reserve is recorded when an individual account is deemed
impaired and the finance receivable is greater than $250,000. Ifs specific
reserve is required on a finance receivable in a accordance with either SFAS
Nos. 5 or 114 the net investment in such finance receivable is deducted from
the portfolio balance for purposes of the loss to collection reserve balance as
discussed above.


 


Additionally, when an account becomes 90 days delinquent the account is
placed in a non-earning status (NEA) and no income is recognized.


 


In the event an account becomes 360 days delinquent or more, and a
specific reserve has not been recorded, GECF records a general 50% reserve of
the outstanding balance.


 

















 


EXHIBIT
F


 


QUARTERLY GAIN/LOSS
STATEMENT


 


A.            Quarterly Gain/Loss
Statement should include for the quarter and on a cumulative basis the
following totals for Undisputed Portfolio Gains and Losses:


 


1.             Current quarter losses


2.             Current quarter gains


3.             Current Quarterly Net Gain or Loss


4.             Cumulative quarterly losses


5.             Cumulative quarterly gains


6.             Cumulative Net Gain or Loss


7.             Net cumulative sharing of gains and losses in
accordance with Section 1.9 and Schedule 10 of the Agreement


8.             Net payment due to (from) Boeing Capital


9.             Cumulative payments to (from) Boeing Capital


 


B.            Quarterly Gain/Loss
Statement should include on a quarterly basis the following information
regarding Portfolio Losses for each IER/SPRA where a loss is indicated:


 


1.             All Deemed Losses


2.             All Realized Losses


3.             For all Deemed Losses, indicate the source of the loss
and its calculation for:


a.             Redeployed Defaulted Assets


b.             Redeployed Non-defaulted Assets


c.             Insurance losses


d.             Defaulted Assets where a Triggering Event
has occurred


4.             For all Deemed Losses, indicate the nature of the
Triggering Event.  Losses or adjustment
to losses may occur from quarter to quarter and should not be double counted.


5.             For all Realized Losses, indicate the source of loss
and its calculation for:


a.             Liquidated Defaulted Assets


b.             Liquidated Non-Defaulted Assets


c.             Assets Held for Sale or Lease


d.             Losses where Stipulated Value used for
final determination


e.             Insurance losses


f.              Paper Sale Losses


6.             Realized Losses may have originally been Deemed Losses
and should not be double counted and could result in adjustments to previously
reported losses.


 


C.            Quarterly Gain/Loss
Statement should include on a quarterly basis the following information
regarding Portfolio Gains for each IER/SPRA where a gain is indicated:


 


1.             All Deemed Gains


2.             All Realized Gains


3.             For all Deemed Gains, indicate the source of the gain
and its calculation for:


 


1

















 


a.             Redeployed Defaulted Assets


b.             Redeployed Non-Defaulted Assets


c.             Insurance Gains


4.             For all Realized Gains, indicate the source of the
gain and its calculation for:


a.             Liquidated Defaulted Assets


b.             Liquidated Non-Defaulted Assets


c.             Liquidated Held for Sale or Lease Assets


d.             Gains where Stipulated Value used to
determine amount of gain


e.             Paper Sales


f.              Insurance gains


5.             Realized Gains may have originally been Deemed Gains
and should not be double counted and could result in adjustments to previously
reported Gains.


 


D.            EBO Gains and Imputed
Remarketing Costs also should be summarized for the quarter on the Gain/Loss
Statement.


 


E.             Gain/Loss Statement should
include description (with supporting materials) of each Paper Sale (to the
extent not covered above), Upgrade, Collateral or On-Lease Equipment
substitution and Roll-up that occurred during such quarter.


 


2

















 


EXHIBIT G


 


Form of


 


NOTICE OF ASSIGNMENT


 


 


 


[Date]


 


[]


 


Dear []:


 


Reference is
made to the Equipment Lease Agreement (Lease No. []), dated as of [] between
BCC Equipment Leasing Corporation and [], as amended, supplemented or modified
from time to time (and together with all Individual Equipment Records executed
and delivered pursuant to the terms thereof, the “Lease”).


 


We hereby give
notice to you that BCC Equipment Leasing Corporation has agreed to assign all
of its right, title, interest and obligations under the Lease to [name of
purchaser to be completed later] (the “Assignee”) and the Assignee has agreed
to assume all right, title, interest and obligations as lessor under the Lease.


 


Notwithstanding
the foregoing, all future rent payments and all notices and other information
required to be delivered under the Lease shall continue to be given to BCC
Equipment Leasing Corporation until further notice from us.


 


 


Yours truly,


 


 


BCC EQUIPMENT LEASING CORPORATION


 


 


	
  By:

  	
   

  	
   

  
	
  Name:

  
	
  Title:

  



 


1

















 


Form of


 


NOTICE OF ASSIGNMENT


 


 


 


[Date]


 


[Address of Lessee]


 


Dear [Sir or Madam/Contact
Name]:


 


Reference is
made to the [Loan Agreement/Loan and Security Agreement/Aircraft Floorplan
Security Agreement/ Promissory Note], dated as of [date] between Boeing Capital
Corporation and [name of borrower] (Loan No. [insert 5-digit number], as
amended, supplemented or modified from time to time, [and together with the
Aircraft Floorplan Standard Terms dated as of [date],](1) the “Loan
Agreement”).


 


We hereby give
notice to you that Boeing Capital Corporation has agreed to assign all of its
right, title, interest and obligations under the Loan Agreement, including any
promissory notes issued pursuant to the Loan Agreement, to [name of purchaser
to be completed later] (the “Assignee”) and the Assignee has agreed to assume
all right, title, interest and obligations as lender under the Loan Agreement.


 


Notwithstanding
the foregoing, all future payments, including all payments of principal and
interest, and all notices and other information required to be delivered under
the Loan Agreement shall continue to be delivered to Boeing Capital Corporation
until further notice from us.


 


 


Yours truly,


 


BOEING CAPITAL CORPORATION


 


 


	
  By:

  	
   

  	
   

  
	
  Name:

  
	
  Title:

  



 


 












(1) Insert only if main
document is the Aircraft Floorplan Security Agreement.


 


2

















 


EXHIBIT
H


 


SERVICING AGREEMENT


 


THIS SERVICING AGREEMENT (this “Agreement”), dated as of May
      , 2004, is entered into by and among Boeing
Capital Corporation, a Delaware corporation (“Boeing”), and General Electric
Capital Corporation, a Delaware corporation (“GECC”).


 


W I T N E S S E T
H:


 


WHEREAS, GECC is pursuant to a Purchase and Sale
Agreement dated as of May        , 2004 (the
“Purchase Agreement”) (capitalized terms contained and not defined herein shall
have the meanings defined in the Purchase Agreement) purchasing certain assets
and assuming certain liabilities related to the Business of Boeing and certain
of its affiliates;


 


WHEREAS, the Purchase
Agreement provides that GECC and Boeing shall enter into this Agreement and, in
accordance therewith, the parties hereto desire that GECC provide certain
services, upon the terms and conditions hereinafter set forth;


 


NOW THEREFORE, the
parties hereto, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and intending to be mutually
bound hereby, do hereby agree as follows:


 


1.             SERVICES.  GECC shall
provide the services set forth in Exhibit A hereto (the “Services”) for the
term set forth therein for each Service.


 


2.             STANDARD OF CARE.


 


(a)           Except as otherwise
expressly provided in this Agreement (including subsection 2(b)), GECC
shall perform the Services with the same diligence and care as if GECC owned
the accounts or equipment being serviced hereunder.  Notwithstanding anything herein to the contrary, for purposes of
the Citrus World & Warren Assets set forth on Exhibit A, GECC shall have no
obligation to act (or refrain from acting), nor shall GECC have any liability
for its inactions or acts, respectively, if GECC reasonably determines that
such acts or inactions may expose GECC to any liability under or with respect
to Environmental Laws howsoever arising.


 


(b)           GECC and Boeing shall
consult from time to time concerning the operational adequacy of the procedures
relating to the Services provided by GECC and shall make such modifications as
are mutually agreed by them.  Within the
foregoing parameters, GECC shall have the right from time to time to alter its
practices, policies and procedures and any such alteration may affect the
manner in which GECC provides the Services. 
GECC undertakes to make reasonable good faith efforts to inform Boeing
of material alterations in such practices, policies and procedures and in the
manner in which GECC provides the Services. 
If at any time during the term of this Agreement, GECC proposes to make
modifications to its practices, policies or procedures with respect to any
leasing or loan transactions it originates after the date of this Agreement,
beyond the foregoing parameters, which enhance or improve the practices,
policies or procedures applied by GECC to such transactions, it shall offer to
provide such enhanced or improved practices, policies or procedures to Boeing
with respect to the Accounts at a price equal to its cost of providing such
enhanced or improved practices, policies or procedures to Boeing.  If Boeing declines to accept such enhanced
or improved practices,


 


1

















 


policies or procedures, then
GECC shall continue to provide the Services in accordance with the practices,
policies and procedures used by GECC prior to the time it improved the
practices, policies and procedures applicable to its own financing transactions
except that GECC shall only be required not to discriminate against Boeing in
favor of the Purchased Portfolio Assets.


 


3.             SERVICES FEES AND COSTS.


 


(a)           As consideration for
the Services to be performed by GECC, Boeing shall pay the charges set forth on
Exhibit A.  In addition to the other
costs and fees to be paid by Boeing to GECC, Boeing shall pay all reasonable
out-of-pocket costs and expenses incurred in connection with, or as a result of,
GECC providing the Services.


 


(b)           GECC shall invoice
Boeing for all amounts due and payable hereunder. All payments in respect of
such invoices, to the extent not discharged pursuant to Section 3 hereof,
shall be made not more than thirty (30) days after receipt by Boeing of any
such invoices.


 


(c)           Upon the reasonable request and with prior written notice, during normal
business hours and in such a manner as shall not unduly interfere with or
interrupt the operation and conduct of GECC’s other businesses, GECC shall
provide representatives of Boeing (including its internal and external
auditors) with reasonable access to (i) the books, records, files and papers,
whether in hard copy or computer format, used or held for use in the provision
of the Services, and (ii) applicable employees of the GECC who provide or
manage provision of the Services, to permit an audit of the Services or any
out-of-pocket costs required to be reimbursed pursuant to this Agreement.


 


4.             ACCESS TO RECORDS.  From the
date hereof through the date which is the later of (a) the date which is at least 4 years after the termination of the
Agreement and (b) the date that the books and records relating to the Services
are returned to Boeing
upon receipt of a reasonable request by Boeing, GECC will provide Boeing and
its representatives, at no additional cost to Boeing, with reasonable access
during normal business hours to the books and records relating to the Services
provided for the purposes of inspection or the preparation of any Tax or Income
Tax returns or information statements. 
Such access shall be exercised in such manner as not to interfere
unreasonably with GECC’s operations. 
Boeing shall be entitled to make copies of, and extracts from, such
books and records, at its own cost and expense, in such manner as not to
interfere unreasonably with GECC’s operations.   Boeing shall be entitled to access to the books and records
relating to the Services provided for the purposes of tax audits.


 


5.             EARLY TERMINATION.


 


(a)           Upon fifteen (15) days prior written
notice by Boeing to GECC, Boeing shall have the right to terminate any or all
specific Services, whereupon GECC shall no longer be obligated to provide such
Services.


 


(b)           In the event Boeing has failed to timely
pay any amounts due and owing to GECC under this Agreement or Boeing is
otherwise in material default of its obligations under this Agreement, and such
failure to pay or material default remains uncured thirty (30) days after
GECC has provided written notice thereof to Boeing, then, upon five (5) days
prior written


 


2

















 


notice, GECC shall
have the right to terminate this Agreement with respect to all of the Services
that, as of the time of such termination, are subject to this Agreement.


 


(c)           In the event (i) GECC has failed to
timely pay any amounts due and owing to Boeing under this Agreement or GECC is
otherwise in material default of its obligations under this Agreement, and such
failure to pay or material default remains uncured thirty (30) days after
Boeing has provided written notice thereof to GECC, then, upon five (5) days
prior written notice, Boeing shall have the right to terminate this Agreement
with respect to all of the Services that, as of the time of such termination,
are subject to this Agreement.


 


(d)           In the event that Boeing transfers
ownership of any of the accounts or the equipment that are the subject of the
Services to any Person other than an Affiliate of Boeing, GECC shall have no
obligation to continue to provide the Services with respect to such transferred
account or equipment.


 


6.             DISCLAIMER OF WARRANTIES. 
THE WARRANTIES, CONDITIONS, REPRESENTATIONS, OBLIGATIONS, LIABILITIES
AND REMEDIES OF THE PARTIES SET FORTH IN THIS AGREEMENT ARE EXCLUSIVE AND IN
SUBSTITUTION FOR, AND EACH PARTY HEREBY WAIVES, RELEASES AND RENOUNCES, ALL
OTHER WARRANTIES, OBLIGATIONS AND LIABILITIES OF THE OTHER PARTY, AND ANY OTHER
RIGHTS, CLAIMS AND REMEDIES, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE,
WITH RESPECT TO ANY NONCONFORMANCE OR DEFECT IN ANY OF THE SERVICES, TRAINING,
DATA, DOCUMENTATION OR OTHER THINGS PROVIDED UNDER THIS AGREEMENT, INCLUDING
BUT NOT LIMITED TO:


 


A.            ANY
IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS;


 


B.            ANY
IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE
OF TRADE; OR


 


C.            ANY
OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT ARISING
FROM THE NEGLIGENCE OF GECC (BUT EXCLUDING THE GROSS NEGLIGENCE OR RECKLESS OR
WILLFUL MISCONDUCT OF GECC, FOR WHICH NO RIGHTS OF BOEING ARE WAIVED, LIMITED
OR DISCLAIMED HEREUNDER HOWSOEVER);


 


PROVIDED, HOWEVER, THAT THE PARTIES DO NOT
WAIVE, LIMIT OR DISCLAIM THEIR RIGHTS TO ENFORCE THE TERMS OF THIS AGREEMENT.


 


7.             INDEMNIFICATION.


 


(a)           In consideration for the Services to be
performed by GECC hereunder, Boeing shall indemnify and hold harmless GECC
(including the directors, officers, employees and agents of GECC) from and
against any and all Damages (as defined below) suffered or incurred by GECC
resulting from, arising out of, based on or related to GECC’s performance of
the Services hereunder (including, without limitation any action taken, or any
failure to take any


 


3

















 


action, by GECC
(i) consistent with Boeing’s past practices or (ii) with the
authorization or at the instruction, direction or requirement of Boeing) and
will promptly reimburse GECC for all Damages as they are incurred in connection
with investigating, preparing or defending any action or claim which gives rise
to a right of indemnification hereunder; provided, however, that GECC shall not
be entitled to indemnification for any Damages to the extent such Damages
result from, arise out of, are based upon or relate to GECC’s willful
misconduct or GECC’s gross negligence (unless such Damages result from, arise
out of, are based upon or relate to any action, or any failure to take any
action, by GECC that is (A) consistent with Boeing’s past practices or
(B) rendered by GECC as authorized or instructed, directed or required by
Boeing, in which case such actions or failures to take any action shall be
indemnifiable by Boeing).  Each party to
this Agreement shall use its commercially reasonable efforts to cause its
employees to cooperate with and assist the other party in connection with any
third party claim, action or proceeding for which indemnity is sought
hereunder.


 


(b)           “Damages” means any and all losses
(including liquidated damages and Environmental Losses), costs, claims,
damages, liabilities, obligations, judgments, equitable relief granted,
settlements, awards, demands, offsets, defenses, counterclaims, actions,
proceedings, deficiency, fine, penalty or expense, out-of-pocket costs,
expenses and attorneys’ fees (including any such reasonable costs, expenses and
attorneys’ fees incurred in enforcing any right of indemnification against any
indemnitor or with respect to any appeal) and interest and penalties, if
any.  “Environmental Losses” means any
and all losses, costs, damages, liabilities, obligations, judgments, equitable
relief granted, settlements, awards, demands, offsets, defenses, counterclaims,
actions, proceedings, deficiency, fine, penalty or expense, out-of-pocket
costs, expenses and attorneys’ fees (including any such reasonable costs,
expenses and attorneys’ fees incurred in enforcing any right of indemnification
against any indemnitor or with respect to any appeal) and interest and
penalties, if any, the cost of any Remedial Action (voluntarily or
involuntarily incurred) arising under or with respect to any Environmental
Law.  “Remedial Action” shall mean any
action required by any Governmental Entity or law to (A) clean up, remove,
treat or in any other way address any Hazardous Substances; (B) prevent the
release of any Hazardous Substances so it does not endanger or threaten to
endanger public health or welfare or the indoor or outdoor environment; or (C)
perform pre-remedial studies and investigations or post-remedial monitoring and
care.


 


8.             LIMITATION ON LIABILITY.


 


(a)           Neither GECC nor any of its directors or
officers or employees or agents shall have any liability to Boeing or any other
Person for any activity taken or for refraining from the taking of any activity
(A) consistent with Boeing’s past practices, (B) with the authorization,
or at the instruction, direction or requirement, of Boeing, or (C) due to
the failure of Boeing to approve any expense or costs hereunder.  GECC and any director, officer, employee or
agent of GECC may rely in good faith on any document of any kind prima facie
properly executed and submitted by Boeing respecting any matters arising
hereunder.


 


(b)           Other than with respect to GECC’s failure
to remit to Boeing money that GECC has collected on Boeing’s behalf, GECC’s
total liability under this Agreement is limited to the aggregate amount of the
fees and other net amounts paid to GECC hereunder.  Notwithstanding anything else to the contrary set forth herein,
GECC shall not have any liability


 


4

















 


to any Person in
connection with GECC’s performance of the Services hereunder unless the Person
seeking to recover from GECC has proven that in providing the Services, GECC
failed at that time to use at least the same diligence and care as that
employed by Boeing when the accounts or equipment were owned and/or serviced by
Boeing on the date of this Agreement without regard or reference to the
diligence and care exercised by GECC with respect to financing transactions
owned by it on such date.


 


(c)           Notwithstanding anything to the contrary
set forth in this Agreement, GECC will not be obligated to take any action or
fail to take any action that in the reasonable opinion of GECC, upon the advice
of its counsel, would cause GECC to violate, or otherwise fail to comply with,
any applicable Law or incur any liability to a third Person whether or not
Boeing shall have directed, instructed, requested or otherwise purported to
require GECC or any of its officers, directors, employees or agents to take any
action or fail to take any such action.


 


9.             POWER OF ATTORNEY; AGENCY. 
Boeing hereby constitutes and appoints GECC as its true and lawful agent
and attorney in fact, irrevocably, with the power of substitution and
delegation and with full power and authority to the extent necessary or
appropriate for GECC to perform the Services as contemplated hereby, including
the power to make, execute, acknowledge, make oaths as to, publish, deliver,
file and/or record certificates, instruments, pleadings, motions, other items
undertaken in connection with litigation, bankruptcy or dispute resolution
proceeding and documents in the name and on behalf of Boeing.  GECC and Boeing each agree and confirm that
(a) they do not intend to create any form of partnership or joint venture
with the other party with respect to any of the Services or accounts and
equipment serviced hereunder, (b) they will not hold themselves out to the
public as a partner with the other party hereto or any other person with
respect to any of the Services or accounts and equipment serviced hereunder,
(c) they do not have, or intend to form, a joint profit motive with the
other party hereto or any other person with respect to any of the Services or
accounts and equipment serviced hereunder, (d) they are not authorized to
act as, or to hold themselves out as, the agent of or to otherwise bind the
other party hereto with respect to any of the Services or accounts and
equipment serviced hereunder, (e) unless otherwise required by the
Internal Revenue Service or like governmental authority with jurisdiction over
income tax matters, they will not file any partnership or other joint income
tax return reflecting the other party as a partner or joint venturer with
respect to items of income, loss, deduction, or credit attributable to the Services
or accounts and equipment serviced hereunder, and (f) they will report all
items of income, loss, deduction and credit attributable to the Services or
accounts and equipment serviced hereunder on their own tax returns in a manner
consistent with the terms of this Agreement. 
GECC further agrees and acknowledges that Boeing (w) intends to, and
will, exercise its rights and carry out its obligations with respect to its
interest in the accounts and equipment serviced hereunder solely with a view to
further its own best interests, (x) except as expressly provided herein, has
not waived, and does not intend to waive, either (i) their right to
encumber, alienate, mortgage, and otherwise control its interest in each of
such accounts and equipment or (ii) its right to partition each of such
accounts and equipment, (y) is not, and will not be deemed to be, under
the control of GECC with respect to any of the Services or accounts and
equipment serviced hereunder, and (z) will conduct any and all business
with respect to the Services or accounts and equipment serviced hereunder in
its own name and not in a joint name or in the name of GECC.


 


5

















 


10.             FORCE MAJEURE.  Neither Party shall have liability for any interruption of
Services, delay or failure to perform under this Agreement when such
interruption, delay or failure results from causes beyond its reasonable
control or from any act or failure to act of the other Party or any
Governmental Authority, or as the result of strikes, lock-outs or other labor
difficulties; riot, insurrection or other hostilities; embargo, fuel or energy
shortage, fire, flood, acts of God, wrecks or transportation delays; acts of
war or terrorism; or inability to obtain necessary labor, materials or
utilities as a result thereof.  In such
event, a Party’s obligations hereunder shall be postponed for such time as its
performance is suspended or delayed on account thereof.  Each Party will promptly notify the other
upon learning of the occurrence of such event of force majeure.  Upon the cessation of the force majeure
event, the delayed Party will use all commercially reasonable efforts to resume
its performance with all reasonable speed.


 


11.           MISCELLANEOUS.


 


(a)           Incorporation by Reference. 
The following provisions of the Purchase Agreement are incorporated
herein by reference and shall apply to this Agreement in the same manner such
provisions apply to the APA:  Sections
12.3, 12.4, 12.6, 12.7(a), 12.7(c), 12.7(d), 12.8, 12.10, 12.11, 12.12, 12.13
12.14, 12.15, 12.16, 12.18, and 12.21.


 


(b)           Further Assurances: 
Each party shall, whenever and as often as reasonably requested to do so
by the other party, do, execute, acknowledge and deliver any and all such other
and further acts, assignments, transfers and any instruments of further
assurance, approvals and consents as are necessary or proper in order to
complete, ensure and perfect the transactions contemplated herein.


 


(c)           Survival:  Sections 4,
7, 8 and 11 hereof shall survive the termination of this Agreement.


 


(d)           Confidentiality: 
Boeing and GECC each hereby agrees that it shall not, and shall not
permit any of its Affiliates to, directly or indirectly, disclose (except as
required by Law) or use any confidential information or trade secrets of the
other (including, but not limited to, the identity and particular needs of any
customer of the other and the methods, techniques, marketing plans and
objectives of the other), except (i) disclosure or use of such confidential
information or trade secrets that exclusively pertain to the accounts or
equipment serviced hereunder in order to fulfill the obligations under this
Agreement, (ii) if such information is readily available in the public domain
(other than as a result of a breach of this Agreement or (iii) pursuant to
applicable Law, it being
acknowledged that, except for confidential or proprietary information that is
protected from disclosure by the attorney-client privilege or work product
doctrine, such confidential or proprietary information does not include the
(i) Tax structure or Tax treatment of the transactions contemplated by
this Agreement), except as required by applicable Law.  Boeing and GECC each agrees to use the same
degree of care (but not less than a reasonable degree of care) in protecting
such confidential information or trade secrets of the other as it uses with
respect to its own confidential information or trade secrets.  Boeing and GECC each hereby recognizes that
a breach of this subsection would result in Damages to GECC or Boeing as
the case may be and that GECC or Boeing as the case may be could not adequately
be compensated for such Damages by monetary award alone.  Accordingly, the


 


6

















 


parties hereto
agree that in the event of any such breach, in addition to any other remedies
available to GECC or Boeing at law or otherwise, GECC or Boeing as the case may
be shall be entitled to apply to a court of competent jurisdiction for
relief by way of preliminary and permanent injunction, restraining order,
decree or otherwise as may be appropriate to ensure compliance by Boeing or
GECC and recover from Boeing or GECC an amount at least equal to all reasonable
costs and expenses (including legal fees) incurred by GECC or Boeing as the
case may be to enforce any provision of this subsection.


 


(e)           Ingress and Egress.    Each Party shall
grant to the other Party, at all times during the Services Period, subject to
the granting Party’s reasonable security requirements, the right to ingress to
and egress from the premises of the granting Party for reasonable purposes
necessary to the delivery of Services hereunder or the exercise of any right
under this Agreement or the performance of any obligations required by this
Agreement.


 


(f)            Authorization.  GECC and Boeing each shall designate
individuals who shall be vested with all the requisite power and authority to
approve on behalf thereof, and whose express written approval shall be required
for, all settlements, extensions, waivers, amendments, terminations or other
modifications hereunder, and an alternate in case that individual is not
available from time to time.  As of the
date hereof, the GECC designees shall be Lauren Pura (203/790-2762) or her successor as
Syndications Manager, and in the
alternate the Manager, Contracts Administration, each at
44 Old Ridgebury Rd., Danbury, CT 06810, and the Boeing designees shall be
                                              and                                              [address].


 


7

















 


IN WITNESS
WHEREOF, the parties have caused this Agreement to be executed by their duly
authorized representatives effective as of the date set forth above.


 


 


	
  BOEING CAPITAL CORPORATION

  	
  GENERAL ELECTRIC CAPITAL

  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name: 

  	
   

  	
  Name:

  
	
   

  	
  Title:

  	
   

  	
  Title:

  
						



 


8

















 


SERVICING
AGREEMENT


EXHIBIT
A


 


[INSERT
MATRIX HERE]


 

















 


The following
Services shall be provided solely with respect to the various Serviced Assets
as indicated by a ‘Yes’ in the corresponding column/row on the foregoing
table.  For avoidance of doubt, with
respect to the table caption “Equitable Assignment Failures, Opt-Outs and
Unwinds (APA 5.2(d)), the Serviced Assets do not include Assets equitably
assigned as of the Final Closing Date as to which neither Buyer nor Sellers
exercise their right to refuse equitable assignment pursuant to Section
5.2(d)(i) of the Purchase Agreement, unless and until Buyer exercises its
“Unwind” rights pursuant to Section 5.2(d)(iv) of the Purchase Agreement.


 


(a)           Invoicing.  GECC shall invoice the Obligors as required
by the terms of the Financing and Lease Assets for the Serviced Assets.  Invoices shall be issued by GECC, as agent
for Boeing, and shall set forth the amount of the rent or other installment,
Taxes, late charges, penalties and any other sums which may be due and owing
under the applicable account and shall be in a form used by GECC, from time to
time, in connection with its own accounts; provided, that such form is
reasonably satisfactory to Boeing.


 


(b)           Taxes.


 


(i)            Billing
& Collecting.  GECC shall (i)
invoice each Obligor for sales and use Taxes on a basis consistent with the
terms of such Obligor’s account and Boeing’s past practices, and (ii) as directed
in writing by Boeing, GECC shall bill each Obligor for personal property
Taxes.  In no event shall GECC be
required to make any payment of Taxes to any Person (other than to remit to
Boeing amounts collected from Obligors in respect of any Taxes), nor shall GECC
be liable hereunder to Boeing or any other Person for any amounts not actually
received by GECC in respect of such Taxes.


 


(ii)           Reporting
& Filing.    GECC shall timely prepare and file all sales and
use Tax Returns and personal property Tax Returns in the name of Boeing as
Agent for Boeing as required by the appropriate Governmental Authority with
respect to the Serviced Assets and making all payments due thereunder on behalf
of Boeing to the extent received from Obligors or Boeing in a manner consistent
with GECC’s current practices.  GECC
shall prepare and submit to Boeing promptly a complete set of the monthly
filings of any such applicable Tax Returns by the tenth Business Day of the
following month, but no later than fifteen (15) days following the termination
of this Agreement a copy of the Tax Returns, checks and detailed listings of
the sales or use Taxes and personal property Taxes collected and remitted by
jurisdiction for the Serviced Assets. 
GECC shall not be required to remit any payment of
Taxes to a Governmental Authority unless and until monies in respect thereof
have been received from the applicable Obligor or Boeing.


 


(c)           Collections.


 


(i)            Accounts
Less than 90 Days Delinquent. 
On any account less than 90 days delinquent, GECC shall undertake
normal and customary routine collection services with respect to such account,
including, without limitation, (A) contacting the


 


1

















 


applicable Obligor by mail (normally within
fifteen (15) days of the non-payment of any scheduled payment) seeking
collection of past-due payments and (B) contacting the applicable Obligor
by telephone (normally within thirty (30) days of non-payment of any
scheduled payment) to identify the cause of such non-payment and seek payment
of any past-due amounts.


 


(ii)           Accounts
90 Days Delinquent or More.  For any
account 90 days delinquent or more, GECC shall continue the normal and
customary routine collection services described in subsection (c)(i)
hereof and, upon receipt of Boeing’s written direction, GECC shall undertake
additional collection services including, without limitation, one or more of
(A) seeking to effect repossession of the Collateral relating to such
account, (B) instituting and administering, in the name of Boeing,
litigation, collection proceedings and/or foreclosure proceedings with respect
to any Collateral relating to such account against the applicable obligor
thereunder (including, without limitation, assertion of claims against any vendor,
broker or portfolio seller (or any guarantor thereof) against whom Boeing may
have rights) and (C) managing outside collection agencies.


 


(iii)          Bankrupt
Obligors.  For any account with
respect to which the Obligor thereunder has become a debtor in a case or
proceeding under a Debtor Relief Law, GECC shall, upon receipt of Boeing’s
written direction, undertake additional services including, without limitation;
(A) filing a proof of claim, (B) monitoring the progress of the
bankruptcy case or insolvency proceeding (including, without limitation,
monitoring the acceptance or rejection of such account by the Obligor),
(C) filing motions seeking adequate protection if the Obligor seeks to use
or sell the Collateral related to such account and (D) filing motions
voting or compromising any claim related to such account.


 


(d)           Reporting.


 


(i)            GECC shall provide to
Boeing the following reports (certified by an officer, the finance manager or
the operations manager of GECC and in a form reasonably satisfactory to Boeing),
on a monthly basis summarizing the following activity relating to the Serviced
Assets in the prior month: (A) receivables aging (including Taxes), the status
of any Serviced Asset over 90 days delinquent, notices received by GECC of
bankruptcy or insolvency proceedings involving any of the Obligors and a list
of Collateral or On-Lease Equipment repossessed by GECC, (B) cash receipts and
any amendments, extensions or terminations of the Serviced Assets and a
reconciliation of such activity to the GECC computer facilities, (C)
information concerning the type and amount of Taxes collected, reported by
Vertex code and allocated to each applicable Serviced Asset, and to the extent
contained in GECC’s books and records, such other data and information (including
Tax data and information) with respect to the Serviced Assets required by
Boeing and its Affiliates for income tax calculation and reporting purposes
(including but not limited to depreciation of the


 


2

















 


Collateral and On-Lease Equipment subject to
such Serviced Assets), such data and information in each case to be of a type
and, subject to subsection 1(d) hereof, in the form previously prepared by
GECC, and (D) other reporting services that may be reasonably requested by
Boeing and reasonably agreed by GECC.


 


(ii)           GECC shall not be obligated to provide any
reports or information concerning the Serviced Assets to any Person other than
Boeing.  All information contained in
any report provided to Boeing by GECC pursuant to this Agreement or obtained by
Boeing pursuant to this Agreement shall be for the sole use and benefit of
Boeing.  GECC shall have no liability to
any Person to whom Boeing may disclose such information or report and no such
information or report shall be attributed to GECC without the prior written
approval of GECC.


 


(iii)          Notwithstanding anything
to the contrary set forth in this Agreement, in no event shall GECC be required
to prepare on behalf of Boeing or any Affiliate any Tax returns or information
statements required to be filed by Boeing or any Affiliate with any taxing
authority of any nation, state, municipality or any political subdivision of
any of the foregoing.


 


(e)           Customer
Service.  GECC shall and shall be entitled to provide
to Obligors normal and customary routine Obligor services such as responding to
requests for information concerning the status of an Obligor’s account and,
upon receipt of Boeing’s written direction, GECC shall (i) provide
Obligors with payoff figures, (ii) provide Obligors with information as to
fair market for purposes of an Obligor’s purchase of property and
(iii) respond to an Obligor’s request for information and adjustments
concerning Taxes or other payments under an Obligor’s Account.


 


(f)            Access to Records.  Boeing shall make available
to GECC all books and records relating to the accounts and/or the equipment in
the possession of, or available to, Boeing. 
GECC shall maintain such books and records during any period in which
GECC has possession of any such books and records and shall maintain all books
and records relating to each Serviced Asset for a period of not less than
four (4) years after termination, expiration or discontinuance of the
servicing by GECC of such Serviced Asset hereunder.  In the event that GECC thereafter desires to dispose of any of
such books and records, GECC shall give Boeing thirty (30) days prior
written notice of its intention to do so and within thirty (30) days of
the date of such notice, Boeing may, at its own expense, arrange for taking
possession of any such books and records.


 


(g)           Remittance. 
All sums received by GECC that are payments in respect of Serviced
Assets shall be for the account of Boeing and held by GECC in trust for the
benefit of Boeing. GECC shall remit to Boeing all payments received by it in
respect of the Serviced Assets, net of (i) any amounts owed to GECC by Boeing
under this Agreement, (ii) any amounts due from and uncontested by Boeing under
the Purchase Agreement and (iii) any items received by GECC and returned
uncollected due to insufficient funds. Remittances shall be made weekly on Wednesday of the week following the
week in which payments are received by GECC from Obligors, such remittance to
be by wire transfer to Boeing (or its designee) at such accounts as Boeing
shall


 


3

















 


have designated in writing to GECC prior to such date and shall include a
reference to a specific Serviced Asset with respect to which payment was made.


 


(h)           Remarketing. 
Upon return or repossession of any item of Collateral or On-Lease
Equipment, GECC shall, upon receipt of Boeing’s written direction, remarket
such equipment in a manner consistent with GECC’s past practices and upon such
terms and conditions (including the purchase price and other payment terms) as
may be approved by Boeing.  Boeing
hereby agrees that GECC may subcontract the remarketing of equipment to a
person (the “Remarketer”) on terms agreed to by Boeing (which agreement
shall not be unreasonably withheld or delayed) at the sole cost and expense of
Boeing, and GECC shall have no liability with respect to the Remarketer’s
performance of such remarketing services.


 


4



















[The Services indicated below are described
in detail on the following pages.]


 


	
  Serviced Assets

  	
   

  	
  Citrus
  World

  & Warren*

  	
   

  	
  Equitable
  Assignment

  Failures, Opt-Outs and

  Unwinds (APA 5.2(d))

  	
   

  	
  Assets
  Subject to

  Option

  Agreements

  	
   

  	
  Zero-Balance

  Accounts (APA

  Sch. 1.1(b)(ii))

  	
   

  	
  Irish
  Assets

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Services

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  a) Invoicing

  	
   

  	
  Yes

  	
   

  	
  Yes

  	
   

  	
  Yes

  	
   

  	
  No

  	
   

  	
  Yes

  
	
  b) Taxes:

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
   

  
	
  i) Billing &
  Collecting

  	
   

  	
  Yes

  	
   

  	
  Yes

  	
   

  	
  Yes

  	
   

  	
  No

  	
   

  	
  Yes

  
	
  ii) Reporting &
  Filing

  	
   

  	
  No

  	
   

  	
  Yes

  	
   

  	
  Yes

  	
   

  	
  No

  	
   

  	
  Yes

  
	
  c) Collections:

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  
	
  i) < 90 day
  collections

  	
   

  	
  Yes

  	
   

  	
  Yes

  	
   

  	
  Yes

  	
   

  	
  No

  	
   

  	
  Yes

  
	
  ii) > 90 day
  collection

  	
   

  	
  No***

  	
   

  	
  Yes

  	
   

  	
  Yes

  	
   

  	
  No

  	
   

  	
  Yes

  
	
  iii) Bankruptcy

  	
   

  	
  No***

  	
   

  	
  Yes

  	
   

  	
  Yes

  	
   

  	
  No

  	
   

  	
  Yes

  
	
  d) Reporting

  	
   

  	
  Yes

  	
   

  	
  Yes

  	
   

  	
  Yes

  	
   

  	
  No

  	
   

  	
  Yes

  
	
  e) Customer Service

  	
   

  	
  Yes

  	
   

  	
  Yes

  	
   

  	
  Yes

  	
   

  	
  No

  	
   

  	
  Yes

  
	
  f) Access to records

  	
   

  	
  Yes

  	
   

  	
  Yes

  	
   

  	
  Yes

  	
   

  	
  No

  	
   

  	
  Yes

  
	
  g) Remittance of Funds to BCC/Partners

  	
   

  	
  Yes

  	
   

  	
  Yes

  	
   

  	
  Yes

  	
   

  	
  Yes

  	
   

  	
  Yes

  
	
  h) Remarketing (as requested)

  	
   

  	
  No***

  	
   

  	
  Yes

  	
   

  	
  Yes

  	
   

  	
  Yes

  	
   

  	
  Yes

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Term (subject to any
  extension that may be agreed to by the parties)

  	
   

  	
  Remaining term of Financing & Lease Asset.

  	
   

  	
  18 months from opt-out or unwind.

  	
   

  	
  Until acquisition.

  	
   

  	
  18 months from Final Closing Date.

  	
   

  	
  Earlier of acquisition and 18 months from Final
  Closing Date.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fees (in addition to
  reasonable out-of-pocket expenses)

  	
   

  	
  None.

  	
   

  	
  None, subject to Remarketing Fee of 5% of sales
  proceeds.

  	
   

  	
  None, subject to Remarketing Fee of 5% of sales
  proceeds.

  	
   

  	
  None, subject to Remarketing Fee of 5% of sales
  proceeds.

  	
   

  	
  None, subject to Remarketing Fee of 5% of sales
  proceeds.

  



 












* Services will not include any activities
that, in GE’s reasonable discretion, could result in environmental liability.


 


** Including after termination of the option
right or exercise of the unwind rights thereunder.


 


*** 
Upon, and in accordance with the terms of, prior written consent of GECC,
Boeing may consult with former Boeing employees who are employees of GECC at
the time of request.


 

















 


EXHIBIT I


 


ANNUAL SPECIALIZED AUDIT STEPS RELATING TO

QUARTERLY GAIN/LOSS STATEMENTS


 


A.                                   Objective:  Render a written opinion whether the quarterly Gain/Loss
Statements for any year are materially in compliance with the Terms and
Conditions of the Purchase and Sale Agreement (the “Agreement”), including any
adjustments made as a result of the audit steps performed.


 


B.                                     Minimum Audit Procedures


 


1.             Quarterly Summaries


 


a.                                       Trace cumulative totals to prior
quarters, support any adjustments to prior periods not appearing on the current
Quarterly Summary.


 


b.                                      Recompute gains or losses for the quarter
and cumulative to date.


 


c.                                       Test the sharing ratio of gains or losses
to the sharing ratios included in the Agreement.


 


d.                                      Recompute the amounts payable or
receivable to Boeing Capital et al. (Sellers) and cumulative amounts
paid or received.


 


2.             Quarterly Losses or Gains (for each IER and SPRA
listed):


 


a.                                       Trace current NAV to Buyer’s (GE’S)
accounting records as of the default or liquidation date.


 


b.                                      Trace loss or gain amount to detailed
calculations required by the Agreement. 
Determine if such calculations are in accordance with the Agreement.


 


c.                                       Trace any Stipulated Values to written
documentation as to agreement of such amount by Boeing Capital or to appraisals
by Independent Appraisers.


 


d.                                      Trace Buyer’s costs of disposition to
appropriate cash disbursement or other appropriate accounting records for
material amounts.


 


e.                                       Support all Triggering Events by
reference to Defaults, Specific Reserves, Write-Downs or Write-offs or other
appropriate support as contemplated by the Agreement.


 


f.                                         Support material cash received related to
disposition proceeds or any payments by or on behalf of Obligors to cash
receipt or other appropriate accounting records.


 


g.                                      For adjustments to NAV as a result of
lease or loan restructuring, test such material adjustments for compliance with
GE’s accounting policies.


 


1

















 


EXHIBIT J


 


TRANSITION SERVICES AGREEMENT


 


This
Transition Services Agreement (“Agreement”) is entered into as of the
   day of May, 2004, by and among Boeing Capital Corporation, a
Delaware corporation (“Provider”), and General Electric Capital
Corporation, a Delaware corporation (“Recipient”) (each a “Party”
and collectively, the “Parties”).


 


WHEREAS,
Recipient is pursuant to a Purchase and Sale Agreement dated as of May
   , 2004 (the “APA”) (capitalized terms contained and not
defined herein shall have the meanings defined in the APA) purchasing certain
assets and assuming certain liabilities related to the Business;


 


WHEREAS,
Recipient is interested in purchasing the Services (as defined below) from
Provider during a Services Period (as defined below) from the date hereof;


 


WHEREAS,
Recipient intends to migrate during the Services Period from the Services and
systems provided hereunder to services and systems independent of Provider; and


 


NOW,
THEREFORE, the Parties, intending to become legally bound, agree as follows:


 


1.             SERVICES


 


1.1                                 Services. Provider hereby agrees to perform certain services as
described in Exhibit A (the “Services”) for Recipient for a period
commencing on the Initial Closing Date and ending five (5) months following the
Final Closing Date (subject to earlier termination pursuant to Section 6.1)
(the “Services Period”). The Services listed on Exhibit A may be amended
from time to time and upon mutual agreement by the Parties. The Parties agree
to conduct reviews at least once a month to ensure a timely completion of all
tasks and to conduct an evaluation of the continued need for each Service being
provided to Recipient by Provider. The Parties hereby acknowledge that one of
the primary purposes of the provision of the Services is to enable Recipient to
develop during the Services Period either independently or through
relationships with third party vendors, services in addition to and in
replacement of all of the Services provided by Provider hereunder.


 


1.2                                 Standard of Delivery.  In providing the
Services, Provider will use commercially reasonable efforts to provide such
services consistent with its past practice and at substantially the same level
and quality as performed by it for the Business during the twelve-month period
immediately preceding the Initial Closing Date.


 


1.3                                 Consultation/Cooperation.  During the
Services Period and upon reasonable request of a Party, during normal business
hours and in such a manner as shall not unduly interfere with or disrupt the
operation and conduct of the other Party’s other businesses, such Party shall
permit the other Party to consult on a reasonable periodic basis with the
applicable employees of Provider providing Services or who were involved in
Provider’s operation of the Business prior to the Initial Closing Date.  The Parties agree to cooperate as reasonably
required to assist Provider in performing the Services.


 


1

















 


2.                CONTRACT PRICE AND
PAYMENT SCHEDULE


 


2.1                                 Contract Price.  Recipient shall
pay for the Services an amount equal to the charges for each service rendered
as defined in Exhibit A hereto and subject to the terms and conditions defined
in Exhibit A hereto.


 


2.2           Calculation
and Payment Schedule.


 


2.2.1        Invoices.  On a monthly basis, Provider shall invoice
Recipient for Services provided under this Agreement. Each monthly statement
will identify the categories of Services used based on Exhibit A.


 


2.2.2        Taxes.  Each Party shall assume the cost of any
sales, use, privilege and other sales or similar taxes, but excluding any
interest and penalties (“Taxes”), imposed upon that Party as a result of
the transactions contemplated hereby. 
To the extent any exemptions from such Taxes are available, the Parties
shall cooperate to prepare any certificates or other documents necessary to
claim such exemptions.


 


2.2.3        Payment.  Recipient will pay all amounts due pursuant
to this Agreement within thirty (30) days after the date of each invoice
statement hereunder. If any amounts due hereunder have not been received by the
due date, such overdue amounts shall bear interest from the due date at the
rate of one percent (1%) per month, or portion thereof, until received.  Recipient shall timely make each payment in
the amount invoiced, notwithstanding any dispute in connection with services
not covered by such invoice, by wire transfer to an account at a financial
institution designated in writing by Provider.


 


2.2.4        Audit.  Upon the reasonable request and with prior written notice, during
normal business hours and in such a manner as shall not unduly interfere with
or interrupt the operation and conduct of Provider’s other businesses, Provider
shall provide representatives of Recipient (including its internal and external
auditors) with reasonable access to (i) the books, records, files and papers,
whether in hard copy or computer format, used or held for use in the provision
of the Services, and (ii) applicable employees of the Provider who provide or
manage provision of the Services, to permit an audit of the Services or any
out-of-pocket costs required to be reimbursed pursuant to this Agreement.


 


3.             FORCE MAJEURE


 


Neither
Party shall have liability for any interruption of Services, delay or failure
to perform under this Agreement when such interruption, delay or failure
results from causes beyond its reasonable control or from any act or failure to
act of the other Party or any Governmental Authority, or as the result of
strikes, lock-outs or other labor difficulties; riot, insurrection or other
hostilities; embargo, fuel or energy shortage, fire, flood, acts of God, wrecks
or transportation delays; acts of war or terrorism; or inability to obtain
necessary labor, materials or


 


2

















 


utilities
as a result thereof.  In such event, a
Party’s obligations hereunder shall be postponed for such time as its
performance is suspended or delayed on account thereof.  Each Party will promptly notify the other
upon learning of the occurrence of such event of force majeure.  Upon the cessation of the force majeure
event, the delayed Party will use all commercially reasonable efforts to resume
its performance with all reasonable speed.


 


4.             WARRANTY


 


Provider
warrants that, at the time of delivery, the Services will be performed as
specified in Article 1 of this Agreement. 
In the event of any breach of this warranty, Provider will either
re-perform the work capable of being reperformed in accordance with the
applicable requirements at no charge, or refund the price paid for the
nonconforming Service, provided Provider is given written notice of the
breach, describing the nonconformity in detail, within ninety (90) days after
performance of the nonconforming Service.


 


5.             DISCLAIMER OF WARRANTIES


 


5.1           THE
WARRANTIES, CONDITIONS, REPRESENTATIONS, OBLIGATIONS, LIABILITIES AND REMEDIES
OF THE PARTIES SET FORTH IN THIS AGREEMENT ARE EXCLUSIVE AND IN SUBSTITUTION
FOR, AND EACH PARTY HEREBY WAIVES, RELEASES AND RENOUNCES, ALL OTHER
WARRANTIES, OBLIGATIONS AND LIABILITIES OF THE OTHER PARTY, AND ANY OTHER
RIGHTS, CLAIMS AND REMEDIES, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE,
WITH RESPECT TO ANY NONCONFORMANCE OR DEFECT IN ANY OF THE SERVICES, TRAINING,
DATA, DOCUMENTATION OR OTHER THINGS PROVIDED UNDER THIS AGREEMENT, INCLUDING
BUT NOT LIMITED TO:


 


A.            ANY IMPLIED WARRANTY OF MERCHANTABILITY OR
FITNESS;


 


B.            ANY IMPLIED WARRANTY ARISING FROM COURSE OF
PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE; OR


 


C.            ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR
REMEDY IN TORT, WHETHER OR NOT ARISING FROM THE NEGLIGENCE OF PROVIDER (BUT
EXCLUDING THE GROSS NEGLIGENCE OR RECKLESS OR WILLFUL MISCONDUCT OF PROVIDER,
FOR WHICH NO RIGHTS OF RECIPIENT ARE WAIVED, LIMITED OR DISCLAIMED HEREUNDER
HOWSOEVER);


 


PROVIDED, HOWEVER, THAT THE PARTIES DO NOT
WAIVE, LIMIT OR DISCLAIM THEIR RIGHTS TO ENFORCE THE TERMS OF THIS AGREEMENT.


 


5.2           Negotiated
Agreement.  Recipient and Provider agree that this
Article 5 has been the subject of discussion and negotiation and is fully understood
by the Parties, and that this 


 


3

















 


Agreement
was arrived at in consideration of this Article.


 


6.             CANCELLATION FOR DEFAULT AND
TERMINATION FOR CONVENIENCE


 


6.1           Termination for Convenience.  Recipient may terminate this Agreement as to
any Service under this Agreement by delivering to Provider a fifteen (15) day written Notice of
Termination specifying the extent of termination and the effective date.


 


6.2           Termination of Entire Agreement.  Either Party shall have the right to
terminate this Agreement effective upon delivery of notice to the other Party
if the other Party: (a) makes an assignment for the benefit of creditors, or
becomes bankrupt or insolvent, or is petitioned into bankruptcy, or takes advantage
of any state, federal or foreign bankruptcy or insolvency act, or if a receiver
or receiver/manager is appointed for all or any substantial part of its
property and business and such receiver or receiver/manager remains
undischarged for a period of 15 days or (b) materially defaults in the
performance of any of its covenants or obligations contained in this Agreement
and such default is not remedied to the nondefaulting Party’s reasonable
satisfaction within thirty (30) days following written notice of such default.


 


6.3           Procedures on Termination.  Following any termination of this Agreement
in whole or in part, each Party will cooperate with the other Party as
reasonably necessary to avoid disruption of the ordinary course of the other
Party’s business. Termination shall not affect any right to payment for
Services provided prior to termination.


 


6.4           Authorization and Direction.  Notwithstanding anything to the contrary set
forth in this Agreement, Provider will not be obligated to take any action or
fail to take any action that in the reasonable opinion of Provider, upon the
advice of its counsel, would cause Provider to violate, or otherwise fail to
comply with, any applicable Law or incur any liability to a third Person
whether or not Recipient shall have directed, instructed, requested or
otherwise purported to require Provider or any of its officers, directors,
employees or agents to take any action or fail to take any such action


 


7.             INDEMNIFICATION


 


7.1           In consideration for the Services to be performed by
Provider hereunder, Recipient shall indemnify and hold harmless Provider
(including the directors, officers, employees and agents of Provider) from and
against any and all Damages (as defined below) suffered or incurred by Provider
resulting from, arising out of, based on or related to Provider’s performance
of the Services hereunder (including, without limitation any action taken, or
any failure to take any action, by Provider (i) consistent with
Recipient’s past practices or (ii) with the authorization or at the
instruction, direction or requirement of Recipient) and will promptly reimburse
Provider for all Damages as they are incurred in connection with investigating,
preparing or defending any action or claim which gives rise to a right of indemnification
hereunder; provided, however, that Provider shall not be entitled to
indemnification for any Damages to the extent such Damages result from, arise
out of,


 


4

















 


are based upon or relate to Provider’s willful
misconduct or Provider’s gross negligence (unless such Damages result from,
arise out of, are based upon or relate to any action, or any failure to take
any action, by Provider that is (A) consistent with Recipient’s past
practices or (B) rendered by Provider as authorized or instructed,
directed or required by Recipient, in which case such actions or failures to
take any action shall be indemnifiable by Recipient).  Each party to this Agreement shall use its commercially
reasonable efforts to cause its employees to cooperate with and assist the
other party in connection with any third party claim, action or proceeding for
which indemnity is sought hereunder.


 


7.2           “Damages” means any and all losses (including
liquidated damages and Environmental Losses), costs, claims, damages,
liabilities, obligations, judgments, equitable relief granted, settlements,
awards, demands, offsets, defenses, counterclaims, actions, proceedings,
deficiency, fine, penalty or expense, out-of-pocket costs, expenses and attorneys’
fees (including any such reasonable costs, expenses and attorneys’ fees
incurred in enforcing any right of indemnification against any indemnitor or
with respect to any appeal) and interest and penalties, if any.  “Environmental Losses” means any and all
losses, costs, damages, liabilities, obligations, judgments, equitable relief
granted, settlements, awards, demands, offsets, defenses, counterclaims,
actions, proceedings, deficiency, fine, penalty or expense out-of-pocket costs,
expenses and attorneys’ fees (including any such reasonable costs, expenses and
attorneys’ fees incurred in enforcing any right of indemnification against any
indemnitor or with respect to any appeal) and interest and penalties, if any,
the cost of any Remedial Action (voluntarily or involuntarily incurred) arising
under or with respect to any Environmental Law.  “Remedial Action” shall mean any action required by any
Governmental Entity or law to (A) clean up, remove, treat or in any other way
address any Hazardous Substances; (B) prevent the release of any Hazardous
Substances so it does not endanger or threaten to endanger public health or
welfare or the indoor or outdoor environment; or (C) perform pre-remedial
studies and investigations or post-remedial monitoring and care.


 


8.             LIMITATION
ON LIABILITY


 


8.1           Neither Provider nor any of its directors or officers
or employees or agents shall have any liability to Recipient or any other
Person for any activity taken or for refraining from the taking of any activity
(A) consistent with Recipient’s past practices, (B) with the
authorization, or at the instruction, direction or requirement, of Recipient,
or (C) due to the failure of Recipient to approve any expense or costs
hereunder.   Provider and any director,
officer, employee or agent of Provider may rely in good faith on any document
of any kind prima
facie properly executed and submitted by Recipient respecting any
matters arising hereunder.


 


8.2           Other than with respect to Provider’s failure to remit
to Recipient money that Provider has collected on Recipient’s behalf,
Provider’s total liability under this Agreement is limited to the aggregate
amount of the fees paid to Provider hereunder.


 


5

















 


8.3           Neither Party shall have any obligation or liability
to the other with respect to the subject matter hereof, whether arising in
contract (including warranty), tort (including active, passive or imputed
negligence (but excluding gross negligence or reckless or willful misconduct,
for which no rights are waived, limited or disclaimed hereunder howsoever)) or
otherwise, for loss of revenue or profit, or for any punitive, incidental,
special or consequential damages, whether foreseeable or not.  Claims by either Party against the other for
contribution toward third party damage, injury or loss are not waived, limited
or disclaimed.


 


9.             PROPRIETARY INFORMATION


 


9.1           Definition.  The term “Proprietary Information”
means all confidential or proprietary information, including but not limited to
code or intellectual property information, which relates to and is disclosed by
one Party (the “Originating Party”) to the other (the “Receiving Party”) in
connection with this Agreement, it being acknowledged that, except for
Proprietary Information that is protected from disclosure by the
attorney-client privilege or work product doctrine, such Proprietary
Information does not include the (i) Tax structure or Tax treatment of the
transactions contemplated by this Agreement), except as required by applicable
Law.


 


9.2           Disclosure and Use.  The Receiving Party shall preserve
Proprietary Information received from the Originating Party in confidence and
shall refrain from disclosing Proprietary Information to any third party
without written authorization from the Originating Party.  Except for software in source code form,
these obligations will terminate five (5) years after receipt.  During the term of this Agreement, the
Receiving Party shall use Proprietary Information received from the Originating
Party solely in connection with the performance of this Agreement. The
disclosure and use obligations set forth above shall be considered satisfied by
the Receiving Party through the exercise of the degree of care, but in no event
less than reasonable care, used to restrict disclosure and use of its own
information of like kind and importance.


 


9.3           Protection of Recipient’s Systems.  Without Recipient’s written permission,
Provider agrees to use its commercially reasonable efforts not to access or
manipulate Recipient data during the term of this Agreement except as required
to perform Provider’s obligations under this Agreement or as agreed in writing
between the Parties.


 


9.4           Injunctive Relief.  Both Parties acknowledge that breach of this
Article 9 may cause damage of an irreparable and continuing nature to the
Originating Party for which monetary damages may not provide adequate
relief.  Therefore, in addition to any
monetary damages, the Originating Party is also entitled to seek an injunction,
including if applicable, a temporary restraining order, to prohibit continued
breach of this Agreement.


 


9.5         Exceptions.  This Agreement shall not restrict disclosure or use of
Proprietary Information that is:


 


6

















 


9.5.1        known to the Receiving Party without
restriction when received or thereafter is developed independently by the
Receiving Party without reference to Proprietary Information of the Originating
Party; or


 


9.5.2        obtained without restriction from a source
other than the Originating Party through no breach of confidence by the
Receiving Party; or


 


9.5.3        in the public domain when received, or
thereafter enters the public domain through no fault of the Receiving Party; or


 


9.5.4        disclosed by the Originating Party to a third
party without restriction; or


 


9.5.5        Required by applicable Law or regulation, provided
the Receiving Party notifies the Originating Party of the requirement promptly,
and cooperates with the Originating Party (at the request and expense of the
Originating Party) in contesting the requirement.


 


9.6           No Other Rights Granted.  Proprietary Information shall remain the
property of the Originating Party. 
Except for the rights expressly granted under this Agreement, neither
this Agreement nor disclosure of Proprietary Information hereunder shall be
construed as granting any right or license under any trade secrets, copyrights,
inventions, or patents now or hereafter owned or controlled by either
Party.  Nor does this Agreement grant
any right or license, or impose any restriction on use of disclosure with
respect to information, other than Proprietary Information, disclosed or
received by either Party in connection with this Agreement.


 


9.7           Wind-up Activities.  Upon completion or termination of the
Services and unless instructed in writing to do otherwise by the Originating
Party, the Receiving Party shall use commercially reasonable efforts to cease
use of and return or destroy all of the Proprietary Information, if any,
received from the Originating Party.  The
Originating Party may request, within sixty (60) days after termination of this
Agreement, and the Receiving Party shall provide, written certification of the
return or destruction. Notwithstanding the foregoing, each Party may retain one
copy of each permanent record of the Proprietary Information disclosed to it
under this Agreement solely as a record of the disclosure.  In the event that information not related to
the sale or operation of the Business is discovered by the Recipient, the
Recipient shall contact Provider for instructions as to the disposition of that
information and protect that information at the level of “Proprietary” in
accordance with this Article 9.


 


10.          MISCELLANEOUS


 


10.1         Ingress and Egress.  Each Party shall grant to the other Party,
at all times during the Services Period, subject to the granting Party’s
reasonable security requirements, the right to ingress to and egress from the
premises of the granting Party for reasonable purposes 


 


7

















 


necessary to the delivery of Services hereunder or the exercise of any
right under this Agreement or the performance of any obligations required by
this Agreement.


 


10.2         Further Assurances.  Each Party shall, from time to time after
the Closing Date, at the request of any other Party and without further
consideration, execute and deliver such other instruments of conveyance,
assignments, transfer and assumption, and take such other actions, as such
other Party may reasonably request to effect the transactions contemplated by
this Agreement.


 


10.3         Power of Attorney; Agency.  Recipient hereby constitutes and appoints
Provider as its true and lawful agent and attorney in fact, irrevocably, with
the power of substitution and delegation and with full power and authority to
the extent necessary or appropriate for Provider to perform the Services as
contemplated hereby, including the power to make, execute, acknowledge, make
oaths as to, publish, deliver, file and/or record certificates, instruments,
pleadings, motions, other items undertaken in connection with litigation,
bankruptcy or dispute resolution proceeding and documents in the name and on
behalf of Recipient.  Provider and
Recipient each agree and confirm that (a) they do not intend to create any
form of partnership or joint venture with the other party with respect to any
of the Services, (b) they will not hold themselves out to the public as a
partner with the other party hereto or any other person with respect to any of
the Services, (c) they do not have, or intend to form, a joint profit
motive with the other party hereto or any other person with respect to any of
the Services, (d) they are not authorized to act as, or to hold themselves
out as, the agent of or to otherwise bind the other party hereto with respect
to any of the Services, (e) unless otherwise required by the Internal
Revenue Service or like governmental authority with jurisdiction over income
tax matters, they will not file any partnership or other joint income tax
return reflecting the other party as a partner or joint venturer with respect
to items of income, loss, deduction, or credit attributable to the Services,
and (f) they will report all items of income, loss, deduction and credit
attributable to the Services on their own tax returns in a manner consistent
with the terms of this Agreement. 
Provider further agrees and acknowledges that Recipient will conduct any
and all business with respect to the Services in its own name and not in a
joint name or in the name of Provider.


 


10.4         Incorporation by Reference.  The following provisions of the APA are
incorporated herein by reference and shall apply to this Agreement in the same
manner such provisions apply to the APA: 
Sections 12.3, 12.4, 12.6, 12.7(a), 12.7(c), 12.7(d), 12.8, 12.10,
12.11, 12.12, 12.13 12.14, 12.15, 12.16, 12.18, and 12.21.


 


10.5         Competing Provisions.  The Parties acknowledge and agree that
certain provisions of this Agreement may be inconsistent with the provisions of
the APA or any of the ancillary agreements contemplated to be executed by the
Parties in connection therewith.  To the
extent that any provision hereof is inconsistent with the provisions of such
other agreements, the provisions of such other agreements shall govern the
subject of such inconsistencies in all respects.


 


8

















 


10.6         Survival:  Sections 7, 8, 9 and 10 hereof shall survive
the termination of this Agreement.


 


[The
remainder of this page is intentionally left blank.]


 


 


9

















 


IN WITNESS WHEREOF,
the Parties have executed this Agreement as of the date first written above.


 


	
  Boeing Capital Corporation

  	
  General Electric Capital Corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
  Name:

  	
  Name:

  
	
  Title:

  	
  Title:

  
						



 


10

















 


EXHIBIT A


SERVICES


 


11

















 


Exhibit A


TO
TRANSITION SERVICES AGREEMENT


 


1.       Services. 


 


(a)           Invoicing.


 


(i)            Provider shall invoice the Obligors as required by the
terms of the applicable Purchased Portfolio Assets, including invoices with
respect to payments due on or before the date that is 30 days after the end of
the Service Period but not including any invoices with respect to payments due
after the date that is 30 days after the end of the Service Period.  Invoices shall be in the same format
(including billing headers) and, except as provided in (ii), shall direct
payments to Provider’s lockboxes, as used by Provider immediately prior to the
Closing Date.  No changes shall be made
to the invoice formats without the prior written approval of the Buyer.


 


(ii)           Upon request of Buyer, Provider shall, in connection
with its final invoice to an Obligor as Provider hereunder, send a notice to
each Obligor in the form provided in advance by Buyer directing such Obligor to
remit payments to the lockboxes (or equivalents) designated by the Buyer prior
to the date of such notice (the “GE Lockboxes”).  Provider shall send a second notice to an Obligor in the event
Provider receives any payment from such Obligor with respect to the applicable
Purchased Portfolio Asset after the date of the first notice.


 


(b)           Collections.


 


(i)            Purchased Portfolio Assets Less than 60 Days
Delinquent.  For any Purchased Portfolio
Asset that is less than 60 Days Delinquent, Provider shall undertake normal and
customary routine collection services with respect to such Purchased Portfolio
Asset, including, without limitation, (A) contacting the applicable Obligor by
mail within thirty (30) days of the non-payment of any scheduled payment to
seek collection of past-due payments and (B) contacting the applicable Obligor
by telephone within sixty (60) days of non-payment of any scheduled payment to
seek to identify the cause of such non-payment and collect any past-due
amounts.


 


(ii)           Purchased Portfolio Assets 60 Days Delinquent or
Greater.  For any Purchased Portfolio
Asset that is 60 Days Delinquent, Provider shall (A) continue the normal and
customary routine collection services described in clause (i) above, (B) notify
the applicable Owner Representative promptly of such delinquency and (C) upon
request, turn over all special servicing of such Purchased Portfolio Asset to
the applicable Buyer.


 


(iii)          Obligors in Bankruptcy.  For any Purchased Portfolio Asset that Provider knows or receives
notice that the Obligor thereunder has become a debtor in a case or proceeding
under Debtor Relief Laws, Provider shall (A) notify the Buyer promptly of
commencement of such proceedings and (B) turn over all further servicing of the
related Purchased Portfolio Asset to the Buyer.


 

















 


(iv)          In no event shall Provider undertake any collection
activities with respect to Purchased Portfolio Assets referred to in subsection
1(b)(ii) or subsection 1(b)(iii) other than as provided therein without (A)
Provider’s written consent, (B) express written direction of Buyer and (C)
additional compensation and indemnification of the Provider.


 


(c)           Reporting.  Provider shall provide to the Buyer reports in substantially the
form, and of the type, set forth on Schedule 1 hereto in the form which
the Provider’s current computer programs and/or systems are capable of
generating such reports on or before the dates set forth thereon.  In addition, Provider shall provide to the
Buyer such other reports on the dates, with the frequency and with the
collection information as may be reasonably requested by the Buyer and agreed
to by Provider from time to time.  In
addition to any other compensation payable hereunder, Buyer shall pay to
Provider costs and expenses incurred by Provider in connection with the
preparation and delivery of reports that are not typically generated by
Provider.


 


(d)           Administration; Customer Service.


 


(i)            Basic Customer Service.  Provider shall provide to Obligors normal and customary routine
informational customer services (which shall be determined based on the type,
kind and quality of customer services provided by Provider for the CFS
Portfolio prior to the Initial Closing Date, including telephone etiquette and
issue-resolution guidelines) using the toll-free customer services telephone
number used in connection with the management of the CFS Portfolio prior to the
Closing Date or any new telephone number established by the Buyer.  Such services shall include responding to
requests for information concerning the status of an Obligor’s Purchased
Portfolio Asset or invoicing information and, subject to receipt by Provider of
express written directions from the Buyer pursuant to the Agreement, Provider
shall respond to Obligor requests for adjustments concerning Taxes or other
Obligor payments under such Obligor’s Purchased Portfolio Asset.


 


(ii)           Other Inquiries.  Provider shall forward to the Buyer within
two (2) Business Days following the receipt by Provider of any Obligor request,
whether written or by phone, including, without limitation, a request for a
quotation or a request relating to a possible upgrade, equipment return, end of
term option negotiation, cancellation, extension, waiver, modification,
settlement or restructuring of any Purchased Portfolio Asset or a request for
new financing or remarketing of any equipment and Provider shall not, and shall
not be obligated to, take any action with respect to any such matter unless
expressly directed in writing to do so by the Buyer.


 


(e)           Purchased Portfolio Asset Updates.  Provider shall process all collections and
other updates, modifications, cancellations or restructuring, if any, to the
Purchased Portfolio Assets, which modifications, cancellations or restructuring
have been approved in writing by the Buyer, on Provider’s operating system.


 


(f)            Cash Application.  All sums received by Provider after the date
hereof that are payments in respect of the Purchased Portfolio Assets shall be
applied by Provider to the proper Purchased Portfolio Assets.  Provider shall apply each payment as
directed by the Obligor, or if the Obligor does not direct the application of a
payment, Provider will use cash application systems and procedures similar to
those used by it in connection with the CFS Portfolio immediately prior to the
Closing Date, 


 

















 


subject to further
instruction by Buyer.  Notwithstanding
the foregoing, Provider shall not be responsible for reporting or remitting
payments made to the GE Lockboxes.


 


(g)           Remittance to Buyer.  Except as otherwise provided in the Purchase
Agreement, all sums received by Provider after the Closing Date that are
payments in respect of any Purchased Portfolio Asset shall be for the account
of the Buyer and shall be held by Provider in trust for the benefit of the
Buyer.  Provider shall remit to the
Buyer (or its designee) all payments received by Provider in respect of the CFS
Portfolio after the Closing Date.  All
payments made by Provider pursuant to the foregoing sentence may be made net of
any previously credited uncollectible payments received by Provider (such as
checks subsequently returned for insufficient funds) and net of any payments in
respect of taxes, which such payments shall be remitted to the appropriate
Governmental Authority.  Provider shall
be entitled to apply undesignated payments made by an Obligor with respect to
multiple contracts or schedules on a pro rata basis but shall not be entitled
to set off against amounts to be paid by it to any Buyer pursuant to this
Section 2(g), any amount owing to Provider or by any Buyer pursuant to this
Agreement, the APA or otherwise. 
Remittances shall be made weekly on Wednesday of the week following the
week in which payments are received by Provider from Obligors, such remittance
to be by wire transfer to the Buyer (or its designee) at such accounts as the
Buyer shall have designated in writing to Provider prior to such date and shall
include a reference to a specific Purchased Portfolio Asset with respect to
which payment was made.


 


(h)           Mutually Agreed Services.  Provider shall provide such other services
to the Buyer with respect to the Purchased Portfolio Assets on such terms and
subject to such conditions as may be mutually agreed upon by Provider and Buyer.


 


(i)            Tax Services.  During the Service Period, Provider shall provide to the Buyer as
an agent of Buyer the services with respect to sales, use, personal property
and income taxes that are set forth on Schedule 2 hereto and reporting
with respect to such services as described on Schedule 3 hereto.


 


2.       Transition. 
Prior to the end of the Service Period, Provider shall provide the Buyer
with assistance necessary to permit an orderly transition of the Asset Files
and the servicing records regarding the CFS Portfolio to the Buyer, or to a
successor service provider designated by the applicable Buyer, such as (i)
developing a transition schedule and appropriate interfaces for, and allowing
the transfer, in a prompt and timely manner, of documents (to extent required
under the APA or data relating to collections or Tax payments (before or during
the Service Period)) related to the Purchased Portfolio Assets from the systems
owned, controlled or utilized by Provider or its Affiliates with respect to the
Purchased Portfolio Assets to the applicable Buyer, (ii) assistance in
extracting such data relating to the Purchased Portfolio Assets from Provider’s
files and providing documentation adequate to permit data mapping and data
extraction and (iii) delivering a conversion data file containing to the extent
practicable the information reasonably requested by Buyer within 5 Business
Days following the applicable Closing Date and within 5 days after any
subsequent data request in writing is received by Provider.


 


3.       Access to Records.


 


(a)           During the Service Period, Buyer shall
permit and provide Provider access to the information in a format mutually
agreed upon by the Parties hereto (electronic or otherwise) with respect to
remittances from Obligors received into GE Lockboxes (or equivalent accounts of
Buyer) that is reasonably necessary to enable Provider to service the Purchased
Portfolio Assets in accordance herewith; provided,


 

















 


however, in no event shall Provider have the
right to withdraw any funds from such GE Lockboxes (or equivalent accounts).


 


(b)           Upon receipt of a request of any Buyer
and subject to the terms of the Purchase Agreement, applicable Law and prior
notice, Provider shall provide the Buyer with access during regular business
hours to those records that constitute Purchased Portfolio Assets or servicing
records that are held by Provider and or that are under its control and that
are necessary to enable such Buyer to respond to Obligor inquiries or otherwise
manage the Purchased Portfolio Assets and other CFS Portfolio Assets that are
being serviced under this Agreement. 
Buyer shall be entitled to make copies of, and extracts from, such
records.  Provider shall, from time to
time, designate individuals (and an alternate in case such individuals are not
available from time to time) to be the primary contacts with the Buyer for this
purpose, and as of the Initial Closing Date such persons shall be
              
and                 .


 


(c)           Upon or prior to the end of the Service
Period, Provider shall, as soon as reasonably practicable, deliver to the
applicable Buyer the Asset Files and all servicing records related to the
Purchased Portfolio Assets during the Service Period in the possession or under
control of Provider, including those which are reasonably necessary to enable
such Buyer to respond to Obligor inquiries or otherwise manage the Purchased
Portfolio Assets, with an inventory listing of records delivered.  Provider acknowledges and agrees that from
and after the date hereof such records are the property of the Buyer as
provided in the APA and other documents and instruments executed and delivered
in connection therewith and that Provider holds such records during the Service
Period for the benefit of Buyer.


 


4.       Authorization. 
Buyer shall designate individuals who shall be vested with all the
requisite power and authority to approve on behalf of the Buyer, and whose
express written approval shall be required for, all settlements, extensions,
waivers, amendments, terminations or other modifications to any of the
Purchased Portfolio Assets, and an alternate in case that individual is not
available from time to time.  As of the
Initial Closing Date, the designees shall be Ivette Muniz (203/796-2448) and in
the alternate, Kate Bartlet (203/796-1458), both at  44 Old Ridgebury Rd., Danbury, CT 06810.


 


5.       Payment.  Buyer
shall pay Provider for the Services in an amount equal to Provider’s costs,
which are defined as (i) all out-of-pocket expenses paid by Provider (which may
not exceed $2,500 per month without the prior written approval of Buyer), (ii)
the monthly salary and health benefit costs for each of Provider’s employees
pro rated for the time spent in that month engaged in providing the Services,
(iii) 20% of the retention amounts (as set forth on Schedule 4 hereto)
paid by Provider to each employee for each month (not to exceed five months)
that such employee is engaged in providing the Services, and (iv) a reasonable
allocation of overhead costs for each employee pro rated for the time spent
engaged in providing the Services.


 

















 


SCHEDULE 1


REPORTING


 


	
   

  	
   

  	
  Reports

  	
   

  	
  Frequency

  	
   

  	
  Delivery Date

  
	
  1.

  	
   

  	
  Cash Received (including Name, Account Number, Total Received, Due
  date and specific items applied).

  	
   

  	
                  and
  weekly thereafter

  	
   

  	
                  and
  last Business Day of each week thereafter

  
	
  2.

  	
   

  	
  Suspense Items Report (including Customer Name, Account Number, Total
  Cash Received, Total Cash Remaining (unapplied), Date Cash Received, Any
  Comments, Customer Direction as to Application of Cash and if none provided,
  Copies of Back-up Media)

  	
   

  	
  Monthly

  	
   

  	
  Fifth
  Business Day of succeeding month

  
	
  3

  	
   

  	
  Account Changes/Modifications Report (s) (including Customer Name,
  Account Number, Date of Modification, Change/Modification, Description, Cash
  Received (if applicable), Cash Applied and to What Items (if applicable),
  Back up and System Print Screens Showing Before and After, Copies of any
  Related Documentation)

  	
   

  	
  Monthly

  	
   

  	
  Fifth
  Business Day of succeeding month

  
	
  4

  	
   

  	
  Delinquency Report

  	
   

  	
  Monthly

  	
   

  	
  Fifth
  Business Day of succeeding month

  



 

















 


SCHEDULE 2


TAXES


 


A.            Sales
and Use Taxes


 


Solely in connection with the CFS Portfolio and except as otherwise
provided in the APA, Provider shall be responsible for:


 


(1)           Calculating
and determining the amount of any sales or use Taxes payable by an Obligor in
respect of the Purchased Portfolio Assets and determining when any such amounts
should be paid in compliance with all applicable Laws enacted by the
appropriate Governmental Authority.


 


(2)           Timely
preparing and filing all relevant Tax Returns or other filings in the name of
Provider as Agent for Buyer as required by the appropriate Governmental
Authority with respect to the Purchased Portfolio Assets and making all
payments due thereunder on behalf of the Buyer in a manner consistent with
Provider’s current practices.


 


(3)           Preparing
and submitting to the Buyer promptly a complete set of the monthly filings of
any such applicable Tax Returns by the tenth Business Day of the following
month, but no later than fifteen (15) days following the termination of this
Agreement a copy of the Tax Returns, checks and detailed listings of the sales
or use Taxes collected and remitted by jurisdiction for the Purchased Portfolio
Assets.


 


(4)           Upon
the reasonable request of the Buyer, during normal business hours and in such a
manner as shall not unduly interfere with or disrupt the operation and conduct
of Provider’s other businesses, providing the applicable Buyer with supporting
documentation and assistance in any sales or use Tax audits of the Purchased
Portfolio Assets.


 


(5)           The
Provider shall not be required to remit any payment of Taxes to a Governmental
Authority unless and until monies in respect thereof have been received from
the applicable Obligor or Buyer.


 


B.            Personal
Property Taxes


 


Solely in connection with the CFS Portfolio and except as otherwise
provided in the APA, Provider shall be responsible for:


 


1.             Maintaining personal property Tax data
with respect to the Purchased Portfolio Assets.  Provider shall provide to the Buyer no later than five (5)
Business Days after any assessment date during the Service Period all relevant
personal property Tax information on the Purchased Portfolio Assets for Buyer
to file a personal property Tax Return. 
Buyer will provide Provider with a list of required information that
will be needed to file the Tax Return.


 

















 


2.             Upon the reasonable request of the Buyer,
during normal business hours and in such a manner as shall not unduly interfere
with or disrupt the operation and conduct of Provider’s other businesses,
provide Buyer with supporting documentation and assistance in any personal
property Tax audits of the Purchased Portfolio Assets.


 


C.            Income
Tax Reporting


 


Provider shall be responsible for providing on a monthly basis the
following information in respect of any Purchased Portfolio Assets that are
classified as leases for federal Income Tax purposes:


 


•      Assets disposed of during
the applicable period


i.      Disposition
proceeds


ii.     Dates
of dispositions


•      Rental collection per asset


•      Depreciation methods and
lives


•      ADR Class


•      Location codes (Vertex) per
asset


•      Other pertinent fields to be
agreed upon


 

















 


SCHEDULE 3


TAX
REPORT


 


Buyer


Property Tax Extract
File Format as of 12-02-03


 


	
  Field Length

  	
   

  	
  Field Type

  	
   

  	
  Field
  Format

  	
   

  	
  Field Name

  	
   

  	
  Field
  Description & Format

  
	
  14

  	
   

  	
   

  	
  Numeric

  	
   

  	
   

  	
   

  	
  Asset

  	
   

  	
  Asset/Property Number Unique for Each Property.

  
	
  8

  	
   

  	
   

  	
  Numeric

  	
   

  	
  CCYYMMDD

  	
   

  	
  acq_date

  	
   

  	
  Acquisition Date (date seller is using on property tax return for
  Acquisition Date)

  
	
  25

  	
   

  	
   

  	
  Alpha/Numeric

  	
   

  	
   

  	
   

  	
  Address1

  	
   

  	
  Asset/Property Location Address 1

  
	
  25

  	
   

  	
   

  	
  Alpha/Numeric

  	
   

  	
   

  	
   

  	
  Address2

  	
   

  	
  Asset/Property Location Address 2

  
	
  25

  	
   

  	
   

  	
  Alpha/Numeric

  	
   

  	
   

  	
   

  	
  Address3

  	
   

  	
  Asset/Property Location Address 3

  
	
  1

  	
   

  	
   

  	
  Numeric

  	
   

  	
   

  	
   

  	
  asset_cat

  	
   

  	
  Default value: 2

  
	
  4

  	
   

  	
   

  	
  Alpha

  	
   

  	
   

  	
   

  	
  Branch_id

  	
   

  	
  Default value: XXXX

  
	
  25

  	
   

  	
   

  	
  Alpha

  	
   

  	
   

  	
   

  	
  city_name

  	
   

  	
  Asset/Property Location:  City
  Name

  
	
  3

  	
   

  	
   

  	
  Numeric

  	
   

  	
   

  	
   

  	
  Cmpny_code

  	
   

  	
  Leave this Field Blank

  
	
  25

  	
   

  	
   

  	
  Alpha

  	
   

  	
   

  	
   

  	
  cnty_name

  	
   

  	
  Asset/Property Location: 
  County Name

  
	
  30

  	
   

  	
   

  	
  Alpha/Numeric

  	
   

  	
   

  	
   

  	
  descript

  	
   

  	
  Asset Description

  
	
  8

  	
   

  	
   

  	
  Numeric

  	
   

  	
  CCYYMMDD

  	
   

  	
  dispos_dte

  	
   

  	
  Actual Disposition Date of Asset (if none, leave blank)

  
	
  4

  	
   

  	
   

  	
  Alpha

  	
   

  	
   

  	
   

  	
  div_id

  	
   

  	
  Default value:  XXXX

  
	
   

  	
   

  	
   

  	
  Numeric

  	
   

  	
   

  	
   

  	
  glacctno

  	
   

  	
  Leave this Field Blank

  
	
  8

  	
   

  	
   

  	
  Numeric

  	
   

  	
  CCYYMMDD

  	
   

  	
  lease_end

  	
   

  	
  Projected Purchased Portfolio Asset End Date

  
	
  14

  	
   

  	
   

  	
  Alpha/Numeric

  	
   

  	
   

  	
   

  	
  lease_id

  	
   

  	
  Purchased Portfolio Asset Schedule Number

  
	
  3

  	
   

  	
   

  	
  Numeric

  	
   

  	
   

  	
   

  	
  lease_term

  	
   

  	
  Service Period of the Original Purchased Portfolio Asset in Days

  
	
  2

  	
   

  	
   

  	
  Numeric

  	
   

  	
   

  	
   

  	
  lease_type

  	
   

  	
  Default value:  03

  
	
  1

  	
   

  	
   

  	
  Numeric

  	
   

  	
   

  	
   

  	
  lease_fix

  	
   

  	
  Default Value:  1

  
	
  25

  	
   

  	
   

  	
  Alpha/Numeric

  	
   

  	
   

  	
   

  	
  cust_addr1

  	
   

  	
  Same as Field Name:  address1

  
	
  25

  	
   

  	
   

  	
  Alpha/Numeric

  	
   

  	
   

  	
   

  	
  cust_addr2

  	
   

  	
  Same as Field Name:  address2

  
	
  25

  	
   

  	
   

  	
  Alpha/Numeric

  	
   

  	
   

  	
   

  	
  cust_city

  	
   

  	
  Same as Field Name:  city_name

  
	
  12

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  lese_id

  	
   

  	
  If seller has a specific code used for each of its customers property
  tax location enter that code in this field, otherwise GE to Assign.

  
	
  30

  	
   

  	
   

  	
  Alpha/Numeric

  	
   

  	
   

  	
   

  	
  cust_name

  	
   

  	
  Customer Name

  
	
  2

  	
   

  	
   

  	
  Alpha

  	
   

  	
   

  	
   

  	
  cust_state

  	
   

  	
  Asset/Property Location: 
  State

  
	
  9

  	
   

  	
   

  	
  Numeric

  	
   

  	
   

  	
   

  	
  cust_zip

  	
   

  	
  Asset/Property Location:  Zip
  Code (9 digits with no “-”)

  
	
  1

  	
   

  	
   

  	
  Alpha

  	
   

  	
   

  	
   

  	
  Make

  	
   

  	
  Default to a “Y” if all assets reportable for property tax purposes,
  default to a “I” if property has been returned and is in Lessor’s inventory
  (normally used to identify if a contracts is active for property tax
  reporting if it is past its projected termination date i.e. renewal, holdover
  rent etc.).

  
	
  13.2

  	
   

  	
   

  	
  Alpha/Numeric

  	
   

  	
   

  	
   

  	
  Model

  	
   

  	
  Asset Model Number

  



 


	
  Field Length

  	
   

  	
  Field Type

  	
   

  	
  Field
  Format

  	
   

  	
  Field Name

  	
   

  	
  Field
  Description & Format

  
	
  13.2

  	
   

  	
   

  	
  Numeric

  	
   

  	
   

  	
   

  	
  month_rent

  	
   

  	
  Monthly Rent

  
	
  15

  	
   

  	
   

  	
  Numeric

  	
   

  	
   

  	
   

  	
  eqp_cost

  	
   

  	
  Equipment Cost

  
	
  3

  	
   

  	
   

  	
  Numeric

  	
   

  	
   

  	
   

  	
  own_class

  	
   

  	
  GE to Map based on Equipment Type

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  userfield1

  	
   

  	
  default value  (blank)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  userfield2

  	
   

  	
  default value  (blank)

  



 

















 


	
  15

  	
   

  	
   

  	
  Alpha/Numeric

  	
   

  	
   

  	
   

  	
  glgrp_id

  	
   

  	
  default value VF3945109001003

  
	
  1

  	
   

  	
   

  	
  Alpha

  	
   

  	
   

  	
   

  	
  taxrptcode

  	
   

  	
  Property Tax Reporting Code: 
  G=Lessor reports and pays tax; 
  C=Customer reports and pays tax; 
  E=Exempt;  D=Do not report and
  pay (i.e. 3rd party reporting and paying as agent);  T=Terminated Asset;

  
	
  13.2

  	
   

  	
   

  	
  Numeric

  	
   

  	
   

  	
   

  	
  rptd_cost

  	
   

  	
  Property Tax Reporting Equipment Cost

  
	
  20

  	
   

  	
   

  	
  Alpha/Numeric

  	
   

  	
   

  	
   

  	
  serial_no

  	
   

  	
  If motor vehicle, enter VIN here.

  
	
  30

  	
   

  	
   

  	
  Alpha/Numeric

  	
   

  	
   

  	
   

  	
  bill_name

  	
   

  	
  Same as cust_name field

  
	
  2

  	
   

  	
   

  	
  Numeric

  	
   

  	
   

  	
   

  	
  user_state

  	
   

  	
  Two digit numeric state code (GE will map this to their coding-leave
  blank)

  
	
  9

  	
   

  	
   

  	
  Numeric

  	
   

  	
   

  	
   

  	
  Zip

  	
   

  	
  Same as cust_zip field

  
	
  8

  	
   

  	
   

  	
  Numeric

  	
   

  	
  CCYYMMDD

  	
   

  	
  lease_date

  	
   

  	
  Same as acq_date field

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  userfield3

  	
   

  	
  default value  (blank)

  
	
  6

  	
   

  	
   

  	
  Alpha

  	
   

  	
   

  	
   

  	
  Usefield5

  	
   

  	
  default value SGLINV

  
	
  Additional fields:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  50

  	
   

  	
   

  	
  Alpha/Numeric

  	
   

  	
   

  	
   

  	
  equip_type

  	
   

  	
  Equipment Type Name i.e. computer, trucks, trailers, copier,
  telephone etc.  (GE will map this to
  the numeric coding for equipment type)

  



 


Note:  Add any other fields your system contains
that will be helpful in reporting this equipment for property tax purposes.


 

















 


SCHEDULE
4


RETENTION
PAYMENTS


 


	
  Name

  	
   

  	
  Total
  Retention Payment

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  [***to be completed by Boeing***]

  	
   

  	
   

  	
   

  



 

















 


EXHIBIT K


 


PURCHASE OPTION
AGREEMENT


 


THIS PURCHASE OPTION AGREEMENT (this “Agreement”)
is dated as of
            , 2004
by and between BCC EQUIPMENT LEASING CORPORATION, a Delaware corporation (the “Seller”),
and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (the “Buyer”).



 


WHEREAS, the Seller is the holder of a 13% beneficial
interest in Bethlehem Steel Corp 2000 Equipment Trust No. 1, as referenced in
Trust Supplement No. 3, dated September 29, 2000, under and pursuant to
the Master Trust Agreement, dated as of April 14, 1999, between the CIT
Group/Equipment Financing, Inc., as Trustor and Beneficiary, and First Security
Bank, National Association, as Owner Trustee, and the Lease Participation
Agreement dated as of September 29, 2000 among Bethlehem Steel Corporation, as
Lessee, The CIT Group/Equipment Financing, Inc., Transamerica Equipment
Financial Services Corporation, Safeco Credit Company, Inc. and MDFC Equipment
Leasing Corporation, as Owner Participants, and First Security Bank, National
Association, as Owner Trustee (such 13% beneficial interest, the “Bethlehem
Interest”; such Trust Supplement No. 3 and such Master Trust
Agreement, collectively, the “Bethlehem Trust Agreement”; and such Lease
Participation Agreement, the “Bethlehem Lease Agreement”);


 


WHEREAS, the Seller is the holder of a 12.684%
partnership interest in Cylinder Head Line Partnership, consisting of a portion
of the “Seller’s Interest” as referenced in the Participation Agreement, dated
as of August 26, 2002, by and between Transamerica Equipment Financial
Services Corporation and Seller, and the Participation Agreement, dated as of
August 27, 2002, by and between UPS Capital Corporation, a Delaware
corporation, and Seller (such 12.684% partnership interest, the “Cylinder
Head Interest”; and such Participation Agreements, the “Cylinder Head
Agreements”);


 


WHEREAS, the Seller and the Buyer are among the
parties to that certain Purchase and Sale Agreement dated as of May
   , 2004 (the “Purchase Agreement”) (each capitalized
term used in this Agreement which is not defined herein shall have the meaning
ascribed to such term in the Purchase Agreement); and


 


WHEREAS, pursuant to the Purchase Agreement, the
Seller has agreed to grant to the Buyer the rights provided for under this
Agreement with respect to the Bethlehem Interest and the Cylinder Head Interest
(collectively, the “Seller Interests”, and each individually, a “Seller
Interest”) as a condition precedent to the Buyer’s obligation to close
under the Purchase Agreement.


 


NOW, THEREFORE, for good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties agree
as follows:


 


1

















 


SECTION 1            PURCHASE
OPTION


 


1.1           Purchase Option.  The Seller hereby grants to the Buyer the
right to purchase from the Seller (the “Purchase Option”) on March 21,
2005 (the “Purchase Date”) all (but not less than all) of the Seller’s
right, title and interest in, to and under either or both of the Seller
Interests in accordance with and subject to the terms and conditions of this
Section 1.


 


1.2           Exercise of Purchase Option.  


 


(a)   If the Buyer elects to exercise the Purchase Option with respect to one
or more of the Seller Interests, the Buyer shall deliver written notice of such
election (a “Buyer Election Notice”) to the Seller during the period
beginning sixty (60) days prior to the Purchase Date and ending thirty (30)
days prior to the Purchase Date (the “Buyer Exercise Period”) indicating
which of the Seller Interests it is electing to purchase.


 


(b)   Any Buyer Election Notice shall be delivered to the Seller in the manner
and at the address for notices for the Seller set forth in Section 12.3 of the
Purchase Agreement.


 


(c)   The Purchase Option will become null and void with respect to a Seller
Interest if the Buyer does not include such Seller Interest in a Buyer Election
Notice during the Buyer Election Period or if the Purchase Option Closing (as
defined below) does not occur with respect to such Seller Interest on the
Purchase Date.  The Purchase Option
shall be deemed to be null and void ab initio (i) as to the Bethlehem
Interest in the event that either Buyer or Seller has elected in writing,
pursuant to Section 5.2(d)(i) of the Purchase Agreement, to refuse an
equitable assignment of the Specified Financing and Lease Asset or Equity Asset
that consists of an interest in the same underlying asset or entity as the Bethlehem
Interest (the “Related Bethlehem Asset”), and (ii) as to the
Cylinder Head Interest in the event that either Buyer or Seller has elected in
writing, pursuant to Section 5.2(d)(i) of the Purchase Agreement, to
refuse an equitable assignment of the Specified Financing and Lease Asset or
Equity Asset that consists of an interest in the same underlying asset or
entity as the Cylinder Head Interest (the “Related Cylinder Head Asset”).


 


1.3           Purchase Price.  If the Buyer exercises the Purchase Option
with respect to a Seller Interest in accordance with this Section 1, the
purchase price payable by the Buyer for such Seller Interest (the “Purchase
Price”) shall be the greater of (i) the Applicable NAV for such Seller
Interest as of March 1, 2005, as determined pursuant to the Purchase Agreement,
or (ii) the amount that would have been received with respect to such
Seller Interest (A) in the case of the Bethlehem Interest, upon a sale for
fair market value (determined as provided hereinbelow) of all assets held pursuant
to the Bethlehem Trust Agreement, including all related assets held in any
separate trust thereunder for the benefit of any Person other than Seller, and
the application and distribution of all proceeds of such a sale in accordance
with the Bethlehem Trust Agreement, and (B) in the case of the Cylinder
Head Interest, upon a sale for fair market value (determined as provided
hereinbelow) of all assets held pursuant to the Cylinder Head Agreements and
the application and distribution of all proceeds of such a sale in accordance
with the Cylinder Head Agreements.  For
this purpose, “fair market value” is the amount that would be established by a
willing buyer and a willing seller, operating at arms-length in an open and
unrestricted market, where the buyer was under no compulsion to buy and the
seller was under no compulsion to sell


 


2

















 


and both parties were reasonably knowledgeable of
the relevant facts (the “Fair Market Value”), and shall be determined as
follows:


 


(a)   Within ten (10) Business Days after the date of a
Buyer Election Notice, the Seller shall notify the Buyer in writing of the
Seller’s determination of the then current Fair Market Value of each Seller
Interest to which the Buyer Election Notice relates.


 


(b)   Within five (5) Business Days after the date of such
notice, the Buyer shall notify the Seller in writing as to whether the Buyer
accepts or rejects the Seller’s determination of Fair Market Value.


 


(c)   If the Buyer and the Seller are unable to agree upon
the Fair Market Value with respect to such Seller Interest, the Fair Market
Value of such Seller Interest shall be determined by a nationally recognized
appraiser selected by the Buyer and reasonably acceptable to the Seller (the “Appraiser”).


 


(d)   The Fair Market Value established by the Appraiser
with respect to such Seller Interest shall be binding upon both the Buyer and
the Seller.


 


1.4           Closing of Purchase Option.  The closing of the Purchase
Option (the “Purchase Option Closing”) with respect to each Seller
Interest that the Buyer elects to purchase shall take place at 10:00 a.m. New
York time at the offices of Gibson, Dunn & Crutcher LLP, 200 Park Avenue,
New York, New York 10166 on the Purchase Date or such other date as the Buyer
and the applicable Sellers shall mutually agree.  On the Purchase Date, the Buyer shall deliver to the Seller, the
Purchase Price with respect to such Seller Interests, in cash, and the Seller
shall deliver to the Buyer the certificates (if any) representing such Seller
Interests (if any), free of any liens or encumbrances (other than
(i) Portfolio Asset Permitted Encumbrances, determined as though each
Seller Interest were a Portfolio Asset, (ii) restrictions imposed by the
Bethlehem Trust Agreement, the Bethlehem Lease Agreement or the Cylinder Head
Agreement, and (iii) restrictions imposed by applicable securities Law),
together with such powers, transfer tax stamps, assignment agreements and other
documentation and certificates reasonably required by the Buyer to effect the
transfer of all of the Seller’s right, title and interest in, to and under such
Seller Interests.  In addition,
(i) the Seller shall deliver to the Buyer the certificate of a duly
authorized officer of the Seller, certifying that the representations and
warranties set forth in Section 2.2(a) are true and correct as of the Purchase
Date, and (ii) the Buyer and the Seller shall execute and deliver such
documents and instruments to each other, and to such other Persons, as are
required under the Bethlehem Trust Agreement (including Section 8.1
thereof), the Bethlehem Lease Agreement (including Section 6.01 thereof)
and the Cylinder Head Agreements (including Sections 9 thereof as though
Seller were the “Participant” referred to therein) and otherwise reasonably
required under applicable Law in order to consummate the assignment, sale,
purchase, and delivery of the Seller Interests to the Buyer on the Purchase
Date.


 


1.5           Certain Unwind Rights.


 


(a)           If Buyer elects to cause an
Unwind of Equitable Assignment as to an equitable assignment of the Related
Bethlehem Asset pursuant to Section 5.2(d)(iv) of the Purchase Agreement,
then (i) if the Purchase Option with respect to the Bethlehem
Interest shall 


 


3

















 


not have
been exercised at the time Buyer so elects to cause such Unwind of Equitable
Assignment as to the Related Bethlehem Asset, then the Purchase Option shall be
deemed to be null and void with respect to the Bethlehem Interest when Buyer so
elects to cause an Unwind of Equitable Assignment as to the Related Bethlehem
Asset, and (ii) if the Purchase Option with respect to the Bethlehem
Interest shall have been exercised at the time Buyer so elects to cause such
Unwind of Equitable Assignment of the Related Bethlehem Asset, then
(A) the parties shall take all necessary steps to provide Seller with all
of the benefits of the Bethlehem Interest, and to relieve Buyer of all Assumed
Liabilities thereunder, from and after the date Buyer provides Sellers with
written notice of its election to cause the Unwind of Equitable Assignment as
to the Related Bethlehem Asset, (B) within ten (10) Business Days
following receipt of Buyer’s written notice to cause the Unwind of Equitable
Assignment as to the Related Bethlehem Asset, Seller shall pay to Buyer the
then Applicable NAV of the Bethlehem Interest as of the date of Buyer’s
election to cause the Unwind of Equitable Assignment as to the Related
Bethlehem Asset (the Applicable NAV to be determined in the same manner as
though the Bethlehem Interest had been a Specified Financing and Lease Asset or
Equity Asset), and (C) the Bethlehem Interest shall thereupon become
subject to the Servicing Agreement.


 


(b)           If Buyer elects to cause an
Unwind of Equitable Assignment as to an equitable assignment of the Related
Cylinder Head Asset pursuant to Section 5.2(d)(iv) of the Purchase
Agreement, then (i) if the Purchase Option with respect to the
Cylinder Head Interest shall not have been exercised at the time Buyer so elects
to cause such Unwind of Equitable Assignment as to the Related Cylinder Head
Asset, then the Purchase Option shall be deemed to be null and void with
respect to the Cylinder Head Interest when Buyer so elects to cause an Unwind
of Equitable Assignment as to the Related Cylinder Head Asset, and (ii) if
the Purchase Option with respect to the Cylinder Head Interest shall have been
exercised at the time Buyer so elects to cause such Unwind of Equitable
Assignment of the Related Cylinder Head Asset, then (A) the parties shall
take all necessary steps to provide Seller with all of the benefits of the
Cylinder Head Interest, and to relieve Buyer of all Assumed Liabilities
thereunder, from and after the date Buyer provides Sellers with written notice
of its election to cause the Unwind of Equitable Assignment as to the Related
Cylinder Head Asset, (B) within ten (10) Business Days following receipt
of Buyer’s written notice to cause the Unwind of Equitable Assignment as to the
Related Cylinder Head Asset, Seller shall pay to Buyer the then Applicable NAV
of the Cylinder Head Interest as of the date of Buyer’s election to cause the
Unwind of Equitable Assignment as to the Related Cylinder Head Asset (the
Applicable NAV to be determined in the same manner as though the Cylinder Head
Interest had been a Specified Financing and Lease Asset or Equity Asset), and
(C) the Cylinder Head Interest shall thereupon become subject to the
Servicing Agreement.


 


SECTION 2  REPRESENTATIONS AND WARRANTIES; COVENANTS


 


2.1             Representations and Warranties of the Buyer.  The Buyer represents and warrants that as of
the date hereof:


 


(a)   it is a
corporation, duly organized, validly existing and in good standing under the
laws of the Delaware with all requisite power and authority to own, lease and
operate its properties and to carry on its business as now being conducted;


 


4

















 


(b)   it is
duly licensed or qualified to do business as a foreign corporation and is in
good standing in all jurisdictions in which the property owned or leased by it
or the activities conducted by it requires it to be so qualified (except where
the failure to so qualify would not have a material adverse effect on the
ability of the Buyer to perform its obligations hereunder); 


 


(c)   (i) it
has the necessary and appropriate power and authority to execute and deliver
this Agreement and to carry out its obligations hereunder and to consummate the
transactions contemplated hereby, (ii) the execution and delivery by
the Buyer of this Agreement and the consummation of the transactions
contemplated hereby have been duly authorized by the Board of Directors of the
Buyer, (iii) no other action on the part of the Buyer or any other person
or entity, whether pursuant to the organizational documents of the Buyer or by
law or otherwise, are necessary to authorize the Buyer to enter into this
Agreement or to consummate the transactions contemplated hereby, (iv) this
Agreement has been duly executed and delivered by the Buyer and (v) this Agreement
is the legal, valid and binding obligation of the Buyer, enforceable against
the Buyer in accordance with its terms (except to the extent that enforcement
is affected by laws pertaining to bankruptcy, reorganization, insolvency and
creditors’ rights and by the availability of injunctive relief, specific
performance and other equitable remedies); and


 


(d)   neither
the execution, delivery of this Agreement nor the consummation of the
transactions contemplated hereby (i) requires any filing or registration with,
notification to, permission of or any action or order by any governmental or
regulatory authority with respect to the Buyer except any such filing,
registration, notification or permission that has been or will be obtained at
the time of the consummation of the transactions contemplated hereby, (ii) (A)
violates or will violate any order, writ, injunction, judgment, decrees or
award or (B) to the knowledge of the Buyer, violates or will violate or
conflict with any law, in either case, of any governmental or regulatory
authority to which the Buyer or any of its properties or its businesses are
subject as of the date hereof, (iii) violates or will violate, or conflicts
with or will conflict with any provision of, or constitutes a default under, the
certificate of incorporation or bylaws of the Buyer or (iv)(A) conflicts
with, violates, breaches or constitutes a material default (or an event which,
with notice or lapse of time or both, would constitute a material default)
under, requires any consent under, or gives rise to a right to terminate,
amend, accelerate, suspend, revocate or cancel any mortgage, contract,
agreement, deed of trust, license, lease or other instrument, arrangement,
commitment, obligation, understanding or restriction of any kind to which the
Buyer is a party or by which its properties may be bound or (B) will cause, or
give any person grounds to cause, an acceleration (with notice or lapse of time
or both) of the maturity of, or will increase, any liability or obligation of
such party and in the case of either clause (iv)(A) or (iv)(B) above, which
conflict, violation, breach, default, liability or obligation, individually or
in the aggregate, has or would have a material adverse effect on the ability of
the Buyer to perform its obligations hereunder.


 


2.2           Representations and Warranties of the Seller.  The Seller represents and
warrants that as of the date hereof:


 


(a)   the
Seller (i) is the direct owner, beneficially and of record, of the Seller
Interests and (ii) has not made any assignment, pledge, hypothecation or
transfer of, and has not created, or permitted to exist, any security interest
in or other Encumbrance on, the Seller Interests;


 


5

















 


(b)   the
Seller is a corporation, duly organized, validly existing and in good standing
under the laws of the State of Delaware with all requisite corporate power and
authority to own, lease and operate its properties and to carry on its business
as now being conducted;


 


(c)   the
Seller is duly licensed or qualified to do business as a foreign corporation
and is in good standing in all jurisdictions in which the property owned or
leased by it or the activities conducted by it requires it to be so qualified
(except where the failure to so qualify would not have a material adverse
effect on the ability of the Seller to perform its obligations hereunder);


 


(d)   (i) the
Seller has the necessary and appropriate power and authority to execute and
deliver this Agreement and to carry out its obligations hereunder and to
consummate the transactions contemplated hereby, (ii) the execution
and delivery by the Seller of this Agreement and the consummation of the
transactions contemplated hereby have been duly authorized by the Board of
Directors of the Seller, (iii) no other corporate action on the part of
the Seller or any other person or entity, whether pursuant to the certificate
of incorporation or bylaws of the Seller or by law or otherwise, are necessary
to authorize the Seller to enter into this Agreement or to consummate the
transactions contemplated hereby, (iv) this Agreement has been duly executed
and delivered by the Seller and (v) this Agreement is the legal, valid and
binding obligation of the Seller, enforceable against the Seller in accordance
with its terms (except to the extent that enforcement is affected by laws
pertaining to bankruptcy, reorganization, insolvency and creditors’ rights and
by the availability of injunctive relief, specific performance and other
equitable remedies); and


 


(e)   neither
the execution, delivery of this Agreement nor the consummation of the
transactions contemplated hereby (i) requires any filing or registration with,
notification to, permission of or any action or order by any governmental or
regulatory authority with respect to the Seller except any such filing,
registration, notification or permission that has been or will be obtained at
the time of the consummation of the transactions contemplated hereby, (ii) (A)
violates or will violate any order, writ, injunction, judgment, decrees or
award or (B) to the knowledge of the Seller, violates or will violate or
conflict with any law, in either case, of any governmental or regulatory
authority to which the Seller or any of its properties or its businesses are
subject as of the date hereof, (iii) violates or will violate, or conflicts
with or will conflict with any provision of, or constitutes a default under,
the certificate of incorporation or bylaws of the Seller or
(iv)(A) conflicts with, violates, breaches or constitutes a material
default (or an event which, with notice or lapse of time or both, would
constitute a material default) under, requires any consent under, or gives rise
to a right to terminate, amend, accelerate, suspend, revoke or cancel any
mortgage, contract, agreement, deed of trust, license, lease or other
instrument, arrangement, commitment, obligation, understanding or restriction
of any kind to which the Seller is a party or by which its properties may be
bound or (B) will cause, or give any person grounds to cause, an acceleration
(with notice or lapse of time or both) of the maturity of, or will increase,
any liability or obligation of such party and in the case of either clause
(iv)(A) or (iv)(B) above, which conflict, violation, breach, default, liability
or obligation, individually or in the aggregate, has or would have a material
adverse effect on the ability of the Seller party to perform its obligations
hereunder.


 


6

















 


2.3           Restriction on Transfer.  Until after expiration of the Buyer Election
Period (determined without regard to any extension thereof), Seller shall not
make any sale or exchange (within the meaning of Section 708(b)(1)(B) of
the Code) of a Seller Interest or any interest therein.


 


2.4           Consents.  The Seller agrees that to the extent that the consents of any
third parties are required prior to the transfer by the Seller of the Seller
Interests, the Seller will obtain such consent on or prior to the Purchase
Date; provided, the sole consequences under this Agreement of the
failure of Seller so to obtain such consents shall be the application (to
the extent relevant under the circumstances) of the provisions of the last
sentence of Section 1.2(c) of this Agreement and Section 1.5 of this
Agreement.  Until expiration of the
Buyer Exercise Period, if Seller’s agreement, approval, consent or vote would
have been required immediately before the Initial Closing with respect to an
action by or concerning the Related Bethlehem Asset, the Related Cylinder Head
Asset, or the underlying assets thereof, then Buyer shall obtain Seller’s
consent with respect to agreement, approval, consent or vote by Buyer with
respect to such action in Buyer’s capacity as holder of an interest in the
Related Bethlehem Asset or the Related Cylinder Head Asset; provided,
Seller
shall not unreasonably withhold or delay such consent, and Seller shall
exercise this right to grant or deny such consent in good faith and reasonably
in light of the relative economic positions of the parties.


 


SECTION 3            MISCELLANEOUS.


 


3.1           Confidentiality.  The terms of Section 5.5 of the Purchase
Agreement and the terms of the Confidentiality Agreement (including the
exclusion, except for items protected from disclosure by the attorney-client privilege
or work product doctrine, of information relating to the Tax structure or Tax
treatment of the transactions contemplated, by this Agreement) are hereby
incorporated by reference and both the Buyer and the Seller agree to be bound
thereby as if such terms were set forth herein in their entirety.


 


3.2           Headings.  The headings in this Agreement are for convenience of reference
only and shall not control or affect the meaning or construction of any
provisions hereof.


 


3.3           Entire Agreement.  This Agreement constitutes the entire
agreement and understanding of the parties hereto in respect of the subject
matter hereof, and there are no restrictions, promises, representations,
warranties, covenants, or undertakings with respect to the subject matter
hereof, other than those expressly set forth or referred to herein.


 


3.4           Notices. Any notice, request,
instruction or other document to be given hereunder by any party to the other
parties shall be in writing and shall be deemed given or delivered when
delivered in the manner and to the address set forth in Section 12.3 of the
Purchase Agreement or to such other place and with such other copies as either
party may designate as to itself by written notice to the others.  Any failure by any party to deliver copies
of any notice shall not, in itself, affect the validity of such notice if
otherwise properly made to the other party.


 


7

















 


3.5           Successors and Assigns.  The provisions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their
respective heirs, successors and permitted assigns.  Except as provided in this Section 3.5, neither Seller nor
Buyer may assign its rights under this Agreement.  Either the Seller (subject to compliance by Seller with
Section 2.3) or the Buyer may, without consent, assign its rights
hereunder to one or more of its Affiliates, and Buyer may, without consent,
assign its rights hereunder to, (a)  in the case of the Bethlehem
Interest, any purchaser of an interest in the Bethlehem Steel Corp. 2000
Equipment Trust No. 1 that the Buyer owned at any time prior to the Purchase
Date, or (b) in the case of the Cylinder Head Interest, any purchaser of
an interest in the Cylinder Head Line partnership that the Buyer owned at any
time prior to the Purchase Date. 


 


3.6           Specific Performance.  Each of the parties hereto acknowledges and
agrees that in the event of any breach of this Agreement, the non-breaching
party or parties would be irreparably harmed and could not be made whole by
monetary damages.  It is accordingly
agreed that the parties hereto shall and do hereby waive the defense in any
action for specific performance that a remedy at law would be adequate and that
the parties hereto, in addition to any other remedy to which they may be
entitled at law or in equity, shall be entitled to compel specific performance
of this Agreement.


 


3.7           Amendments.  This Agreement may not be amended, modified or supplemented
without the prior written consent of all the parties hereto.


 


3.8           Counterparts.  This Agreement may be executed in two or more counterparts, each
of which shall be deemed an original but all of which shall constitute one and
the same Agreement.


 


3.9           Governing Law.  This Agreement and all Disputes or controversies arising
hereunder or with respect to the transactions contemplated hereby shall be
governed by and construed in accordance with the Laws of the State of New York
(excluding principles of conflicts of law that would apply the law of another
jurisdiction). 


 


3.10         Expenses.  Except as expressly provided herein, the parties to this
Agreement shall bear their respective expenses incurred in connection with the
preparation, execution and performance of this Agreement and the transactions
contemplated hereby, including, without limitation, all fees and expenses of
agents, representatives, counsel and accountants.


 


(Signatures on following page)


 


8

















 


IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
first above written.


 


	
   

  	
  BCC EQUIPMENT LEASING CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GENERAL ELECTRIC CAPITAL CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


9



















Draft


 


PURCHASE
OPTION AGREEMENT


 


THIS PURCHASE OPTION AGREEMENT (this “Agreement”)
is dated as of
                 ,
2004 by and between BCC EQUIPMENT LEASING CORPORATION, a Delaware corporation
(the “Seller”), and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware
corporation (the “Buyer”).


 


WHEREAS, the Seller is a member in Portland Tube
Facility, L.L.C., a Delaware limited liability company (the “Company”);


 


WHEREAS, Seller and Heller Financial Leasing, Inc., a
Delaware corporation (“Heller”), are parties to that certain Portland
Tube Facility, L.L.C. Limited Liability Company Agreement, dated as of
March 30, 2000 (the “LLC Agreement”);


 


WHEREAS, Seller holds a membership interest in the
Company as referenced in the LLC Agreement;


 


WHEREAS, the Seller and the Buyer are
among the parties to that certain Purchase and Sale Agreement dated as of May
   , 2004 (the “Purchase Agreement”) (each capitalized
term used in this Agreement which is not defined herein shall have the meaning
ascribed to such term in the Purchase Agreement); and


 


WHEREAS, pursuant to the Purchase Agreement, the
Seller has agreed to grant to the Buyer the rights provided for under this
Agreement as a condition precedent to the Buyer’s obligation to close under the
Purchase Agreement.


 


NOW, THEREFORE, for good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties agree
as follows:


 


I.                                                                                         PURCHASE OPTION


 


A.            Purchase Option. 
The Seller hereby grants to the Buyer the right to purchase from the
Seller (the “Purchase Option”) on the Purchase Date (as hereinafter
defined) all (but not less than all) of the Seller’s right, title and interest
in, to and under a 1% membership interest in the Company as referenced in the
LLC Agreement (the “Seller Interest”), in accordance with and subject to
the terms and conditions of this Section 1.


 


B.            Exercise of Purchase Option.


 


1.     If the Buyer elects to exercise the
Purchase Option with respect to the Seller Interest, the Buyer shall deliver
written notice of such election (a “Buyer Election Notice”) to the
Seller during the period beginning sixty (60) days prior to the Purchase Date
and ending thirty (30) days prior to the Purchase Date (the “Buyer Exercise
Period”).


 


1

















 


2.     Any Buyer Election Notice shall be
delivered to the Seller in the manner and at the address for notices for the
Seller set forth in Section 12.3 of the Purchase Agreement.


 


3.     The Purchase Option will become null and
void if the Buyer does not provide a Buyer Election Notice during the Buyer
Election Period or if the Purchase Option Closing (as defined below) does not
occur with respect to the Seller Interest on the Purchase Date.  The Purchase Option shall be deemed to be
null and void ab initio as to the Seller Interest in the event that either
Buyer or Seller has elected in writing, pursuant to Section 5.2(d)(v) of
the Purchase Agreement, to refuse an equitable assignment of the Specified
Financing and Lease Asset or Equity Asset that consists of an interest in the
Company (such Specified Financing and Lease Asset or Equity Asset, herein the “Related
Asset”).


 


3.11         Purchase Date. 
The “Purchase Date” shall be that calendar day which is the first
business day following the date that is one year plus 60 days after the date
upon which the Buyer consummated the purchase from Seller of the Related Asset,
provided that if, following the purchase of the Related Asset, the Buyer
retains the right to elect to cause an Unwind of Equitable Assignment as to an
equitable assignment of the Related Asset pursuant to Section 5.2(d)(iv) of the
Purchase Agreement, then the Purchase Date shall be the calendar day that is
the first business day that is 60 days after the date upon which such right
terminates (but in no event earlier than the day determined under this
Section 1.3 without regard to this proviso).


 


3.12         Purchase Price. 
If the Buyer exercises the Purchase Option with respect to the Seller
Interest in accordance with this Section 1, the purchase price payable
by the Buyer for the Seller Interest (the “Purchase Price”) shall be the
greater of (i) the Applicable NAV for the Seller Interest, as determined
pursuant to the Purchase Agreement, as of the Purchase Date or (ii) the
amount that would have been received with respect to the Seller Interest upon a
dissolution and liquidation of the Company following a sale of all the assets
of the Company at the fair market value (determined as provided hereinbelow)
and the application and distribution of all proceeds of such a sale upon such
dissolution and liquidation in accordance with the LLC Agreement.  For this purpose, “fair market value” is the
amount that would be established by a willing buyer and a willing seller,
operating at arms-length in an open and unrestricted market, where the buyer
was under no compulsion to buy and the seller was under no compulsion to sell
and both parties were reasonably knowledgeable of the relevant facts (the “Fair
Market Value”), and shall be determined as follows:


 


(a)   Within ten (10) Business Days after the
date of a Buyer Election Notice, the Seller shall notify the Buyer in writing
of the Seller’s determination of the then current Fair Market Value of the
Seller Interest.


 


(b)   Within five (5) Business Days after the
date of such notice, the Buyer shall notify the Seller in writing as to whether
the Buyer accepts or rejects the Seller’s determination of Fair Market Value.


 


(c)   If the Buyer and the Seller are unable to
agree upon the Fair Market Value with respect to such Seller Interest, the Fair
Market Value of such Seller Interest shall be determined by a nationally
recognized appraiser selected by the Buyer and reasonably acceptable to the
Seller (the “Appraiser”).


 


2

















 


(d)   The Fair Market Value established by the
Appraiser with respect to such Seller Interest shall be binding upon both the
Buyer and the Seller.


 


C.            Closing of Purchase Option. 
The closing of the Purchase Option (the “Purchase Option Closing”)
with respect to the Seller Interest shall take place at 10:00 a.m. New York
time at the offices of Gibson, Dunn & Crutcher LLP, 200 Park Avenue, New
York, New York 10166 on the Purchase Date or such other date as the Buyer and
the applicable Sellers shall mutually agree. 
On the Purchase Date, the Buyer shall deliver to the Seller, the
Purchase Price with respect to the Seller Interest, in cash, and the Seller
shall deliver to the Buyer the certificate (if any) representing the Seller
Interest, free of any liens or encumbrances (other than (i) Portfolio
Asset Permitted Encumbrances, determined as though the Seller Interest were a
Portfolio Asset, (ii) restrictions imposed by the LLC Agreement, and
(iii) restrictions imposed by applicable securities Law), together with
such powers, transfer tax stamps, assignment agreements and other documentation
and certificates reasonably required by the Buyer to effect the transfer of all
of the Seller’s right, title and interest in, to and under the Seller Interest.  In addition, (i) the Seller shall
deliver to the Buyer the certificate of a duly authorized officer of the
Seller, certifying that the representations and warranties set forth in Section
2.2(a) are true and correct as of the Purchase Date, and (ii) the Buyer
and the Seller shall execute and deliver such documents and instruments to each
other, and to such other Persons, as are required under the LLC Agreement and
otherwise reasonably required under applicable Law in order to consummate the
assignment, sale, purchase, and delivery of the Seller Interest to the Buyer on
the Purchase Date.


 


D.            Relationship to Unwind Rights. 
If Buyer elects to cause an Unwind of Equitable Assignment as to an
equitable assignment of the Related Asset pursuant to Section 5.2(d)(iv)
of the Purchase Agreement and the Purchase Option with respect to the Seller
Interest shall not have been exercised at the time Buyer so elects to cause
such Unwind of Equitable Assignment, then the Purchase Option shall be deemed
to be null and void when Buyer so elects to cause an Unwind of Equitable
Assignment as to the Related Asset.  The
right of Buyer to elect to cause an Unwind of Equitable Assignment as to an
equitable assignment of the Related Asset pursuant to Section 5.2(d)(iv)
of the Purchase Agreement shall be deemed to have terminated and be null and
void upon any exercise of the Purchase Option.


 


II.                  REPRESENTATIONS AND WARRANTIES; COVENANTS


 


3.13           Representations and Warranties of the
Buyer.  The Buyer represents and
warrants that as of the date hereof:


 


(a)   it is a corporation, duly organized,
validly existing and in good standing under the laws of the Delaware with all
requisite power and authority to own, lease and operate its properties and to
carry on its business as now being conducted;


 


(b)   it is duly licensed or qualified to do
business as a foreign corporation and is in good standing in all jurisdictions
in which the property owned or leased by it or the activities conducted by it
requires it to be so qualified (except where the failure to so qualify would not
have a material adverse effect on the ability of the Buyer to perform its
obligations hereunder);


 


3

















 


(c)   (i) it has the necessary and appropriate
power and authority to execute and deliver this Agreement and to carry out its
obligations hereunder and to consummate the transactions contemplated hereby,
(ii) the execution and delivery by the Buyer of this Agreement and
the consummation of the transactions contemplated hereby have been duly authorized
by the Board of Directors of the Buyer, (iii) no other action on the part
of the Buyer or any other person or entity, whether pursuant to the
organizational documents of the Buyer or by law or otherwise, are necessary to
authorize the Buyer to enter into this Agreement or to consummate the
transactions contemplated hereby, (iv) this Agreement has been duly executed
and delivered by the Buyer and (v) this Agreement is the legal, valid and
binding obligation of the Buyer, enforceable against the Buyer in accordance
with its terms (except to the extent that enforcement is affected by laws
pertaining to bankruptcy, reorganization, insolvency and creditors’ rights and
by the availability of injunctive relief, specific performance and other
equitable remedies); and


 


(d)   neither the execution, delivery of this
Agreement nor the consummation of the transactions contemplated hereby (i)
requires any filing or registration with, notification to, permission of or any
action or order by any governmental or regulatory authority with respect to the
Buyer except any such filing, registration, notification or permission that has
been or will be obtained at the time of the consummation of the transactions
contemplated hereby, (ii) (A) violates or will violate any order, writ, injunction,
judgment, decrees or award or (B) to the knowledge of the Buyer, violates or
will violate or conflict with any law, in either case, of any governmental or
regulatory authority to which the Buyer or any of its properties or its
businesses are subject as of the date hereof, (iii) violates or will violate,
or conflicts with or will conflict with any provision of, or constitutes a
default under, the certificate of incorporation or bylaws of the Buyer or
(iv)(A) conflicts with, violates, breaches or constitutes a material
default (or an event which, with notice or lapse of time or both, would
constitute a material default) under, requires any consent under, or gives rise
to a right to terminate, amend, accelerate, suspend, revocate or cancel any
mortgage, contract, agreement, deed of trust, license, lease or other
instrument, arrangement, commitment, obligation, understanding or restriction
of any kind to which the Buyer is a party or by which its properties may be
bound or (B) will cause, or give any person grounds to cause, an acceleration
(with notice or lapse of time or both) of the maturity of, or will increase,
any liability or obligation of such party and in the case of either clause
(iv)(A) or (iv)(B) above, which conflict, violation, breach, default, liability
or obligation, individually or in the aggregate, has or would have a material
adverse effect on the ability of the Buyer to perform its obligations
hereunder.


 


A.            Representations and Warranties of the
Seller.  The Seller represents and warrants that as
of the date hereof:


 


(e)   the Seller (i) is the direct owner,
beneficially and of record, of the Seller Interest and (ii) has not made any
assignment, pledge, hypothecation or transfer of, and has not created, or
permitted to exist, any security interest in or other Encumbrance on, the
Seller Interest;


 


(f)    to the knowledge of the Seller, the
Seller Interest has been duly authorized and validly issued;


 


4

















 


(g)   the Seller is a corporation, duly
organized, validly existing and in good standing under the laws of the State of
Delaware with all requisite corporate power and authority to own, lease and
operate its properties and to carry on its business as now being conducted;


 


(h)   the Seller is duly licensed or qualified
to do business as a foreign corporation and is in good standing in all
jurisdictions in which the property owned or leased by it or the activities
conducted by it requires it to be so qualified (except where the failure to so
qualify would not have a material adverse effect on the ability of the Seller
to perform its obligations hereunder);


 


(i)    (i) the Seller has the necessary and
appropriate power and authority to execute and deliver this Agreement and to
carry out its obligations hereunder and to consummate the transactions
contemplated hereby, (ii) the execution and delivery by the Seller of
this Agreement and the consummation of the transactions contemplated hereby
have been duly authorized by the Board of Directors of the Seller,
(iii) no other corporate action on the part of the Seller or any other
person or entity, whether pursuant to the certificate of incorporation or
bylaws of the Seller or by law or otherwise, are necessary to authorize the
Seller to enter into this Agreement or to consummate the transactions
contemplated hereby, (iv) this Agreement has been duly executed and delivered
by the Seller and (v) this Agreement is the legal, valid and binding
obligation of the Seller, enforceable against the Seller in accordance with its
terms (except to the extent that enforcement is affected by laws pertaining to
bankruptcy, reorganization, insolvency and creditors’ rights and by the
availability of injunctive relief, specific performance and other equitable
remedies); and


 


(j)    neither the execution, delivery of this
Agreement nor the consummation of the transactions contemplated hereby (i)
requires any filing or registration with, notification to, permission of or any
action or order by any governmental or regulatory authority with respect to the
Seller except any such filing, registration, notification or permission that
has been or will be obtained at the time of the consummation of the
transactions contemplated hereby, (ii) (A) violates or will violate any order,
writ, injunction, judgment, decrees or award or (B) to the knowledge of the
Seller, violates or will violate or conflict with any law, in either case, of
any governmental or regulatory authority to which the Seller or any of its
properties or its businesses are subject as of the date hereof, (iii) violates
or will violate, or conflicts with or will conflict with any provision of, or
constitutes a default under, the certificate of incorporation or bylaws of the
Seller or (iv)(A) conflicts with, violates, breaches or constitutes a material
default (or an event which, with notice or lapse of time or both, would
constitute a material default) under, requires any consent under, or gives rise
to a right to terminate, amend, accelerate, suspend, revoke or cancel any
mortgage, contract, agreement, deed of trust, license, lease or other
instrument, arrangement, commitment, obligation, understanding or restriction
of any kind to which the Seller is a party or by which its properties may be
bound or (B) will cause, or give any person grounds to cause, an acceleration
(with notice or lapse of time or both) of the maturity of, or will increase,
any liability or obligation of such party and in the case of either clause
(iv)(A) or (iv)(B) above, which conflict, violation, breach, default, liability
or obligation, individually or in the aggregate, has or would have a material
adverse effect on the ability of the Seller party to perform its obligations
hereunder.


 


5

















 


B.            Restriction on Transfer. 
Until after expiration of the Buyer Election Period (determined without
regard to any extension thereof), Seller shall not make any sale or exchange
(within the meaning of Section 708(b)(1)(B) of the Code) of the Seller
Interest or any interest therein.


 


C.            Consents.  The Seller
agrees that to the extent that the consents of any third parties are required
prior to the transfer by the Seller of the Seller Interest, the Seller will
obtain such consent on or prior to the Purchase Date; provided, the sole
consequences under this Agreement of the failure of Seller so to obtain such
consents shall be (i) the adjustment in calculation of when the Purchase
Date falls pursuant to Section 1.3 of this Agreement and the corresponding
extension of the Buyer Exercise Period as defined in Section 1.2(a) of
this Agreement, and (ii) the application 
(to the extent relevant under the circumstances) of the provisions of
the last sentence of Section 1.2(c) of this Agreement and Section 1.6
of this Agreement.


 


III.                                                                                 MISCELLANEOUS.


 


A.            Confidentiality. 
The terms of Section 5.5 of the Purchase Agreement and the terms
of the Confidentiality Agreement (including the exclusion, except for items
protected from disclosure by the attorney-client privilege or work product
doctrine, of information relating to the Tax structure or Tax treatment of the
transactions contemplated, by this Agreement) are hereby incorporated by
reference and both the Buyer and the Seller agree to be bound thereby as if
such terms were set forth herein in their entirety.


 


B.            Headings.  The headings
in this Agreement are for convenience of reference only and shall not control
or affect the meaning or construction of any provisions hereof.


 


C.            Entire Agreement. 
This Agreement constitutes the entire agreement and understanding of the
parties hereto in respect of the subject matter hereof, and there are no
restrictions, promises, representations, warranties, covenants, or undertakings
with respect to the subject matter hereof, other than those expressly set forth
or referred to herein.


 


D.            Notices. Any notice, request, instruction or other document
to be given hereunder by any party to the other parties shall be in writing and
shall be deemed given or delivered when delivered in the manner and to the
address set forth in Section 12.3 of the Purchase Agreement or to such other
place and with such other copies as either party may designate as to itself by
written notice to the others.  Any
failure by any party to deliver copies of any notice shall not, in itself,
affect the validity of such notice if otherwise properly made to the other
party.


 


E.             Successors and Assigns. 
The provisions of this Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective heirs, successors and
permitted assigns.  Except as provided
in this Section 3.5, neither Seller nor Buyer may assign its rights under
this Agreement.  Either Seller (subject
to compliance by Seller with Section 2.3) or Buyer may, without consent,
assign its rights hereunder to one or more of its


 


6

















 


Affiliates.  Buyer may, without consent, assign its
rights hereunder to any purchaser of an interest in the Company that the Buyer
owned at any time prior to the Purchase Date.


 


F.             Specific Performance. 
Each of the parties hereto acknowledges and agrees that in the event of
any breach of this Agreement, the non-breaching party or parties would be
irreparably harmed and could not be made whole by monetary damages.  It is accordingly agreed that the parties
hereto shall and do hereby waive the defense in any action for specific
performance that a remedy at law would be adequate and that the parties hereto,
in addition to any other remedy to which they may be entitled at law or in
equity, shall be entitled to compel specific performance of this Agreement.


 


G.            Amendments.  This
Agreement may not be amended, modified or supplemented without the prior
written consent of all the parties hereto.


 


H.            Counterparts. 
This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original but all of which shall constitute one and the
same Agreement.


 


I.              Governing Law. 
This Agreement and all Disputes or controversies arising hereunder or
with respect to the transactions contemplated hereby shall be governed by and
construed in accordance with the Laws of the State of New York (excluding
principles of conflicts of law that would apply the law of another
jurisdiction).


 


J.             Expenses.  Except as
expressly provided herein, the parties to this Agreement shall bear their
respective expenses incurred in connection with the preparation, execution and
performance of this Agreement and the transactions contemplated hereby,
including, without limitation, all fees and expenses of agents, representatives,
counsel and accountants.


 


(Signatures
on following page)


 


7

















 


IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the date first above written.


 


	
   

  	
  BCC EQUIPMENT LEASING CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GENERAL ELECTRIC CAPITAL
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


8

















 


Draft


 


PURCHASE
OPTION AGREEMENT


 


THIS PURCHASE OPTION AGREEMENT (this “Agreement”)
is dated as of
                   ,
2004 by and between BCC EQUIPMENT LEASING CORPORATION, a Delaware corporation
(the “Seller”), and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware
corporation (the “Buyer”).


 


WHEREAS, the Seller is a partner in MDFC/Mitsui
Leasing Partnership, a California general partnership (the “Partnership”);


 


WHEREAS, Seller and Mitsui Leasing (U.S.A.) Inc., a
                     
corporation (“Mitsui”), are parties to that certain MDFC/Mitsui Leasing
Partnership General Partnership Agreement, dated as of March 31, 1995, between
MDFC Equipment Leasing Corporation and Mitsui (the “Partnership Agreement”);


 


WHEREAS, Seller holds a partnership interest in the
Partnership as referenced in the Partnership Agreement;


 


WHEREAS, the Seller and the Buyer are
among the parties to that certain Purchase and Sale Agreement dated as of May
   , 2004 (the “Purchase Agreement”) (each capitalized
term used in this Agreement which is not defined herein shall have the meaning
ascribed to such term in the Purchase Agreement); and


 


WHEREAS, pursuant to the Purchase Agreement, the
Seller has agreed to grant to the Buyer the rights provided for under this
Agreement as a condition precedent to the Buyer’s obligation to close under the
Purchase Agreement.


 


NOW, THEREFORE, for good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties agree
as follows:


 


IV.                                                                                 PURCHASE OPTION


 


A.            Purchase Option. 
The Seller hereby grants to the Buyer the right to purchase from the
Seller (the “Purchase Option”) on the Purchase Date (as hereinafter
defined) all (but not less than all) of the Seller’s right, title and interest
in, to and under a 1% partnership interest in the Partnership, as referenced in
the Partnership Agreement (the “Seller Interest”), in accordance with and
subject to the terms and conditions of this Section 1.


 


B.            Exercise of Purchase Option.


 


1.     If the Buyer elects to exercise the
Purchase Option with respect to the Seller Interest, the Buyer shall deliver
written notice of such election (a “Buyer Election Notice”) to the
Seller during the period beginning sixty (60) days prior to the Purchase Date
and ending thirty (30) days prior to the Purchase Date (the “Buyer Exercise
Period”).


 


1

















 


2.     Any Buyer Election Notice shall be
delivered to the Seller in the manner and at the address for notices for the
Seller set forth in Section 12.3 of the Purchase Agreement.


 


3.     The Purchase Option will become null and
void if the Buyer does not provide a Buyer Election Notice during the Buyer
Election Period or if the Purchase Option Closing (as defined below) does not
occur with respect to the Seller Interest on the Purchase Date.  The Purchase Option shall be deemed to be
null and void ab initio as to the Seller Interest in the event that either
Buyer or Seller has elected in writing, pursuant to Section 5.2(d)(i) of
the Purchase Agreement, to refuse an equitable assignment of the Specified
Financing and Lease Asset or Equity Asset that consists of an interest in the
Company (such Specified Financing and Lease Asset or Equity Asset, herein the “Related
Asset”).


 


3.14         Purchase Date. 
The “Purchase Date” shall be that calendar day which is the first
business day following the date that is one year plus 60 days after the date
upon which the Buyer consummated the purchase from Seller of the Related Asset,
provided that if, following the purchase of the Related Asset, the Buyer
retains the right to elect to cause an Unwind of Equitable Assignment as to an
equitable assignment of the Related Asset pursuant to Section 5.2(d)(iv) of the
Purchase Agreement, then the Purchase Date shall be the calendar day that is
the first business day that is 60 days after the date upon which such right
terminates (but in no event earlier than the day determined under this
Section 1.3 without regard to this proviso).


 


C.            Purchase Price. 
If the Buyer exercises the Purchase Option with respect to the Seller
Interest in accordance with this Section 1, the purchase price payable by the
Buyer for the Seller Interest (the “Purchase Price”) shall be the
greater of (i) the Applicable NAV for the Seller Interest, as determined
pursuant to the Purchase Agreement, as of the Purchase Date or (ii) the
amount that would have been received with respect to the Seller Interest upon a
dissolution and liquidation of the Partnership following a sale of all the
assets of the Partnership at the fair market value (determined as provided
hereinbelow) and the application and distribution of all proceeds of such a
sale upon such dissolution and liquidation in accordance with the Partnership
Agreement.  For this purpose, “fair
market value” is the amount that would be established by a willing buyer and a
willing seller, operating at arms-length in an open and unrestricted market,
where the buyer was under no compulsion to buy and the seller was under no
compulsion to sell and both parties were reasonably knowledgeable of the
relevant facts (the “Fair Market Value”), and shall be determined as
follows:


 


(a)   Within ten (10) Business Days after the
date of a Buyer Election Notice, the Seller shall notify the Buyer in writing
of the Seller’s determination of the then current Fair Market Value of the
Seller Interest.


 


(b)   Within five (5) Business Days after the
date of such notice, the Buyer shall notify the Seller in writing as to whether
the Buyer accepts or rejects the Seller’s determination of Fair Market Value.


 


(c)   If the Buyer and the Seller are unable to
agree upon the Fair Market Value with respect to such Seller Interest, the Fair
Market Value of such Seller Interest shall be determined by a nationally
recognized appraiser selected by the Buyer and reasonably acceptable to the
Seller (the “Appraiser”).


 


2

















 


(d)   The Fair Market Value established by the
Appraiser with respect to such Seller Interest shall be binding upon both the
Buyer and the Seller.


 


D.            Closing of Purchase Option. 
The closing of the Purchase Option (the “Purchase Option Closing”)
with respect to the Seller Interest shall take place at 10:00 a.m. New York
time at the offices of Gibson, Dunn & Crutcher LLP, 200 Park Avenue, New
York, New York 10166 on the Purchase Date or such other date as the Buyer and
the applicable Sellers shall mutually agree. 
On the Purchase Date, the Buyer shall deliver to the Seller, the
Purchase Price with respect to the Seller Interest, in cash, and the Seller
shall deliver to the Buyer an assignment of the Seller Interest, free of any
liens or encumbrances (other than (i) Portfolio Asset Permitted
Encumbrances, determined as though the Seller Interest were a Portfolio Asset,
(ii) restrictions imposed by the Partnership Agreement or the California
Uniform Partnership Act of 1994, as amended, and (iii) restrictions
imposed by applicable securities Law), together with such powers, transfer tax
stamps, assignment agreements and other documentation and certificates
reasonably required by the Buyer to effect the transfer of all of the Seller’s
right, title and interest in, to and under the Seller Interest.  In addition, (i) the Seller shall
deliver to the Buyer the certificate of a duly authorized officer of the
Seller, certifying that the representations and warranties set forth in Section
2.2(a) are true and correct as of the Purchase Date, and (ii) the Buyer
and the Seller shall execute and deliver such documents and instruments to each
other, and to such other Persons, as are required under the Partnership
Agreement and otherwise reasonably required under applicable Law in order to
consummate the assignment, sale, purchase, and delivery of the Seller Interest
to the Buyer on the Purchase Date.


 


E.             Relationship to Unwind Rights. 
If Buyer elects to cause an Unwind of Equitable Assignment as to an
equitable assignment of the Related Asset pursuant to Section 5.2(d)(iv)
of the Purchase Agreement and the Purchase Option with respect to the Seller
Interest shall not have been exercised at the time Buyer so elects to cause
such Unwind of Equitable Assignment, then the Purchase Option shall be deemed
to be null and void when Buyer so elects to cause an Unwind of Equitable
Assignment as to the Related Asset.  The
right of Buyer to elect to cause an Unwind of Equitable Assignment as to an
equitable assignment of the Related Asset pursuant to Section 5.2(d)(iv)
of the Purchase Agreement shall be deemed to have terminated and be null and
void upon any exercise of the Purchase Option.


 


V.                  REPRESENTATIONS AND WARRANTIES; COVENANTS


 


3.15           Representations and Warranties of the
Buyer.  The Buyer represents and
warrants that as of the date hereof:


 


(a)   it is a corporation, duly organized,
validly existing and in good standing under the laws of the Delaware with all
requisite power and authority to own, lease and operate its properties and to
carry on its business as now being conducted;


 


(b)   it is duly licensed or qualified to do
business as a foreign corporation and is in good standing in all jurisdictions
in which the property owned or leased by it or the activities conducted by it
requires it to be so qualified (except where the failure to so qualify would
not have a material adverse effect on the ability of the Buyer to perform its
obligations hereunder);


 


3

















 


(c)   (i) it has the necessary and appropriate
power and authority to execute and deliver this Agreement and to carry out its
obligations hereunder and to consummate the transactions contemplated hereby,
(ii) the execution and delivery by the Buyer of this Agreement and the
consummation of the transactions contemplated hereby have been duly authorized
by the Board of Directors of the Buyer, (iii) no other action on the part
of the Buyer or any other person or entity, whether pursuant to the
organizational documents of the Buyer or by law or otherwise, are necessary to
authorize the Buyer to enter into this Agreement or to consummate the
transactions contemplated hereby, (iv) this Agreement has been duly executed
and delivered by the Buyer and (v) this Agreement is the legal, valid and
binding obligation of the Buyer, enforceable against the Buyer in accordance
with its terms (except to the extent that enforcement is affected by laws
pertaining to bankruptcy, reorganization, insolvency and creditors’ rights and
by the availability of injunctive relief, specific performance and other
equitable remedies); and


 


(d)   neither the execution, delivery of this
Agreement nor the consummation of the transactions contemplated hereby (i)
requires any filing or registration with, notification to, permission of or any
action or order by any governmental or regulatory authority with respect to the
Buyer except any such filing, registration, notification or permission that has
been or will be obtained at the time of the consummation of the transactions contemplated
hereby, (ii) (A) violates or will violate any order, writ, injunction,
judgment, decrees or award or (B) to the knowledge of the Buyer, violates or
will violate or conflict with any law, in either case, of any governmental or
regulatory authority to which the Buyer or any of its properties or its
businesses are subject as of the date hereof, (iii) violates or will violate,
or conflicts with or will conflict with any provision of, or constitutes a
default under, the certificate of incorporation or bylaws of the Buyer or
(iv)(A) conflicts with, violates, breaches or constitutes a material
default (or an event which, with notice or lapse of time or both, would
constitute a material default) under, requires any consent under, or gives rise
to a right to terminate, amend, accelerate, suspend, revocate or cancel any
mortgage, contract, agreement, deed of trust, license, lease or other
instrument, arrangement, commitment, obligation, understanding or restriction
of any kind to which the Buyer is a party or by which its properties may be
bound or (B) will cause, or give any person grounds to cause, an acceleration
(with notice or lapse of time or both) of the maturity of, or will increase,
any liability or obligation of such party and in the case of either clause
(iv)(A) or (iv)(B) above, which conflict, violation, breach, default, liability
or obligation, individually or in the aggregate, has or would have a material
adverse effect on the ability of the Buyer to perform its obligations
hereunder.


 


A.            Representations and Warranties of the
Seller.  The Seller represents and warrants that as
of the date hereof:


 


(e)   the Seller (i) is the direct owner,
beneficially and of record, of the Seller Interest and (ii) has not made any
assignment, pledge, hypothecation or transfer of, and has not created, or
permitted to exist, any security interest in or other Encumbrance on, the
Seller Interest;


 


(f)    to the knowledge of the Seller, the
Seller Interest has been duly authorized and validly issued;


 


4

















 


(g)   the Seller is a corporation, duly
organized, validly existing and in good standing under the laws of the State of
Delaware with all requisite corporate power and authority to own, lease and
operate its properties and to carry on its business as now being conducted;


 


(h)   the Seller is duly licensed or qualified
to do business as a foreign corporation and is in good standing in all
jurisdictions in which the property owned or leased by it or the activities
conducted by it requires it to be so qualified (except where the failure to so
qualify would not have a material adverse effect on the ability of the Seller
to perform its obligations hereunder);


 


(i)    (i) the Seller has the necessary and
appropriate power and authority to execute and deliver this Agreement and to
carry out its obligations hereunder and to consummate the transactions
contemplated hereby, (ii) the execution and delivery by the Seller of
this Agreement and the consummation of the transactions contemplated hereby have
been duly authorized by the Board of Directors of the Seller, (iii) no
other corporate action on the part of the Seller or any other person or entity,
whether pursuant to the certificate of incorporation or bylaws of the Seller or
by law or otherwise, are necessary to authorize the Seller to enter into this
Agreement or to consummate the transactions contemplated hereby, (iv) this
Agreement has been duly executed and delivered by the Seller and (v) this
Agreement is the legal, valid and binding obligation of the Seller, enforceable
against the Seller in accordance with its terms (except to the extent that
enforcement is affected by laws pertaining to bankruptcy, reorganization,
insolvency and creditors’ rights and by the availability of injunctive relief,
specific performance and other equitable remedies); and


 


(j)    neither the execution, delivery of this
Agreement nor the consummation of the transactions contemplated hereby (i)
requires any filing or registration with, notification to, permission of or any
action or order by any governmental or regulatory authority with respect to the
Seller except any such filing, registration, notification or permission that
has been or will be obtained at the time of the consummation of the
transactions contemplated hereby, (ii) (A) violates or will violate any order,
writ, injunction, judgment, decrees or award or (B) to the knowledge of the
Seller, violates or will violate or conflict with any law, in either case, of
any governmental or regulatory authority to which the Seller or any of its
properties or its businesses are subject as of the date hereof, (iii) violates
or will violate, or conflicts with or will conflict with any provision of, or
constitutes a default under, the certificate of incorporation or bylaws of the
Seller or (iv)(A) conflicts with, violates, breaches or constitutes a
material default (or an event which, with notice or lapse of time or both,
would constitute a material default) under, requires any consent under, or
gives rise to a right to terminate, amend, accelerate, suspend, revoke or
cancel any mortgage, contract, agreement, deed of trust, license, lease or
other instrument, arrangement, commitment, obligation, understanding or
restriction of any kind to which the Seller is a party or by which its
properties may be bound or (B) will cause, or give any person grounds to cause,
an acceleration (with notice or lapse of time or both) of the maturity of, or
will increase, any liability or obligation of such party and in the case of
either clause (iv)(A) or (iv)(B) above, which conflict, violation, breach,
default, liability or obligation, individually or in the aggregate, has or
would have a material adverse effect on the ability of the Seller party to
perform its obligations hereunder.


 


5

















 


B.            Restriction on Transfer. 
Until after expiration of the Buyer Election Period (determined without
regard to any extension thereof), Seller shall not make any sale or exchange
(within the meaning of Section 708(b)(1)(B) of the Code) of the Seller
Interest or any interest therein.


 


C.            Consents.  The Seller
agrees that to the extent that the consents of any third parties are required
prior to the transfer by the Seller of the Seller Interest, the Seller will
obtain such consent on or prior to the Purchase Date; provided, the sole
consequences under this Agreement of the failure of Seller so to obtain such
consents shall be (i) the adjustment in calculation of when the Purchase
Date falls pursuant to Section 1.3 of this Agreement and the corresponding
extension of the Buyer Exercise Period as defined in Section 1.2(a) of
this Agreement, and (ii) the application 
(to the extent relevant under the circumstances) of the provisions of
the last sentence of Section 1.2(c) of this Agreement and Section 1.6
of this Agreement.


 


VI.                                                                                 MISCELLANEOUS.


 


A.            Confidentiality. 
The terms of Section 5.5 of the Purchase Agreement and the terms of the
Confidentiality Agreement (including the exclusion, except for items protected
from disclosure by the attorney-client privilege or work product doctrine, of
information relating to the Tax structure or Tax treatment of the transactions
contemplated, by this Agreement) are hereby incorporated by reference and both
the Buyer and the Seller agree to be bound thereby as if such terms were set
forth herein in their entirety.


 


B.            Headings.  The headings
in this Agreement are for convenience of reference only and shall not control
or affect the meaning or construction of any provisions hereof.


 


C.            Entire Agreement. 
This Agreement constitutes the entire agreement and understanding of the
parties hereto in respect of the subject matter hereof, and there are no
restrictions, promises, representations, warranties, covenants, or undertakings
with respect to the subject matter hereof, other than those expressly set forth
or referred to herein.


 


D.            Notices. Any notice, request, instruction or other document
to be given hereunder by any party to the other parties shall be in writing and
shall be deemed given or delivered when delivered in the manner and to the
address set forth in Section 12.3 of the Purchase Agreement or to such other
place and with such other copies as either party may designate as to itself by
written notice to the others.  Any
failure by any party to deliver copies of any notice shall not, in itself,
affect the validity of such notice if otherwise properly made to the other
party.


 


E.             Successors and Assigns. 
The provisions of this Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective heirs, successors and
permitted assigns.  Except as provided
in this Section 3.5, neither Seller nor Buyer may assign its rights under
this Agreement.  Either Seller (subject
to compliance by Seller with Section 2.3) or Buyer may, without consent,
assign its rights hereunder to one or more of its


 


6

















 


Affiliates.  Buyer may, without consent, assign its
rights hereunder to any purchaser of an interest in the Partnership that
the Buyer owned at any time prior to the Purchase Date.


 


F.             Specific Performance. 
Each of the parties hereto acknowledges and agrees that in the event of
any breach of this Agreement, the non-breaching party or parties would be
irreparably harmed and could not be made whole by monetary damages.  It is accordingly agreed that the parties
hereto shall and do hereby waive the defense in any action for specific
performance that a remedy at law would be adequate and that the parties hereto,
in addition to any other remedy to which they may be entitled at law or in
equity, shall be entitled to compel specific performance of this Agreement.


 


G.            Amendments.  This
Agreement may not be amended, modified or supplemented without the prior
written consent of all the parties hereto.


 


H.            Counterparts. 
This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original but all of which shall constitute one and the
same Agreement.


 


I.              Governing Law. 
This Agreement and all Disputes or controversies arising hereunder or
with respect to the transactions contemplated hereby shall be governed by and
construed in accordance with the Laws of the State of New York (excluding
principles of conflicts of law that would apply the law of another jurisdiction).


 


J.             Expenses.  Except as
expressly provided herein, the parties to this Agreement shall bear their
respective expenses incurred in connection with the preparation, execution and
performance of this Agreement and the transactions contemplated hereby, including,
without limitation, all fees and expenses of agents, representatives, counsel
and accountants.


 


(Signatures
on following page)


 


7

















 


IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the date first above written.


 


	
   

  	
  BCC EQUIPMENT LEASING CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GENERAL ELECTRIC CAPITAL
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


8

















 


Exhibit L


 


Data Tape Fields


 


	
  Data File:

  	
  CFS Port Data Tape Incl 1.3 and
  1.4 Sch. - 4.30.04 Sent 5.21.04.xls

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Tab:

  	
  Entire Port excluding notes

  	
  FL

  	
  CSA

  	
  PmtFactor Templ. Navistar Float

  	
  Sec Dep

  	
  04-2004 Altered Cash Flows

  	
  04-2004 Notes Proj

  	
  04-2004 Altered Cash Flows

  	
   

  
	
   

  	
   

  	
  OL

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  FL-FA Short Case

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  OL-FA Short Case

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  FL FA Long Case

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  OL FA Long Case

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fields:

  	
  Schedule

  	
  LeaseSchedule

  	
  LeaseSchedule

  	
  Payment Factor Adjustment

  	
  ACCT NO

  	
  CustContSch

  	
  CustContSch

  	
  CustContSch

  	
   

  
	
   

  	
  Customer

  	
  Customer

  	
  Customer

  	
  Original Payment Factor

  	
  CUSTOMER

  	
  CustNm

  	
  CustNm

  	
  CustNm

  	
   

  
	
   

  	
  Start Date

  	
  Product

  	
  Product

  	
  IER

  	
  1ST DEP REC’D

  	
  LstInvIntCalcDetails

  	
  ExpDate

  	
  LstInvintCalcDetails

  	
   

  
	
   

  	
  Term Date

  	
  Start Date

  	
  Start Date

  	
  OEC BCC’s Prorata Share

  	
  LEASE NO

  	
  AssetCost

  	
  FixFloat

  	
  AssetCost

  	
   

  
	
   

  	
  Lease Term

  	
  Term Date

  	
  Term Date

  	
  BCC Portion

  	
  AMOUNT

  	
  dtProjEff

  	
  Spread

  	
  dtProjEff

  	
   

  
	
   

  	
  Product

  	
  Trans Date

  	
  Trans Date

  	
  Treasury Index

  	
   

  	
  cIntAmt

  	
  AllinRate

  	
  cIntAmt

  	
   

  
	
   

  	
  Purchase Option

  	
  Pmt

  	
  Pmt

  	
   

  	
   

  	
  cPrinAmt

  	
  RecType

  	
  cPrinAmt

  	
   

  
	
   

  	
  EQ Type

  	
  Book RV

  	
  Purchase Option

  	
   

  	
   

  	
  cTotalAmt

  	
  dtProjEff

  	
  cTotalAmt

  	
   

  
	
   

  	
  Funding Amount

  	
  Purchase Option

  	
  NAV

  	
   

  	
   

  	
  EOM NAV

  	
  Interest

  	
  EOM NAV

  	
   

  
	
   

  	
  NAV

  	
  Adj NAV

  	
  Adj NAV

  	
   

  	
   

  	
  430 NAV

  	
  Principal

  	
  430 NAV

  	
   

  
	
   

  	
  Adj NAV

  	
  NAV

  	
  Adv/Arr

  	
   

  	
   

  	
  Adj Interest

  	
  430 NAV

  	
  Adj Interest

  	
   

  
	
   

  	
  Book RV

  	
  Adv/Arr

  	
  Non-Earning

  	
   

  	
   

  	
  Adjust Princ

  	
  430 Adj NAV

  	
  Adjust Princ

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  EBO Date

  	
  Non-Earning

  	
  Past Due Amount

  	
   

  	
   

  	
  Adj Tot Pmt

  	
  Index

  	
  Adj Tot Pmt

  	
   

  
	
   

  	
  EBO Amount

  	
  Past Due Amount

  	
  Special Credits Comment

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Restructure and partnership Comments

  	
  Tax Life

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  NOTE

  	
  Tax Depr

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Data File:

  	
  Adjusted Work Out 5.22.04.xls

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Tab:

  	
  Souhtern Bulk CSA Revised CF

  	
  Federal Mogul Revised CF

  	
  SKY King Revised CF

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fields:

  	
  LeaseSchedule

  	
  LeaseSchedule

  	
  LeaseSchedule

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Customer

  	
  Customer

  	
  Customer

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Product

  	
  Product

  	
  4/30/04 NAV

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Start Date

  	
  Start Date

  	
  PMT (columns F to CH for rows 3 to 11)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Term Date

  	
  Term Date

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Trans Date

  	
  Trans Date

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Pmt

  	
  Pmt

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Purchase Option

  	
  Book RV

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  NAV

  	
  Purchase Option

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Adv/Arr

  	
  Adj NAV

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Non-Earning

  	
  NAV

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Past Due Amount

  	
  Adv/Arr

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Special Credits Comment

  	
  Non-Earning

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Past Due Amount

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Tax Life

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Tax Depr

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
											



 

















 


ADDENDUM
TO EXHIBIT L


 


PORTFOLIO
INFORMATION EXCEPTIONS/LIMITATIONS


 


A.                                   Sellers make no representation or
warranty with respect to the following Portfolio Information reflected on the
data tape file named “CFS Port Data Tape Incl 1.3 and 1.4 Sch. – 4.30.04 sent
5.21.04.xls” (identified by Tab and/or Column reference):


 


Tab:  CSA*


 


The cash flows for Neuvant are being rebooked in May
via restructure and will be depicted as described in footnote on tab:  Entire Port. Excl Notes.  IERs are 0032566-101-107 payment column
H.  IER 0034541-001.  (Southern Bulk) data is superseded by data
file “Adjusted Workout 5.22.04.xls”


 


Tab:  FL FA Long Case


 


Cash flows which reflect follow on long case rents
subject to float


IER 0041018-001 row 6788 to 6848


IER 0041018-002 row 6910 to 6970


IER 0041029-001 row 7032 to 7092


IER 0041029-002 row 7154 to 7214


IER 0041030-001 row 7276 to 7336


All numbers in payment column H


 


Tab:  Sky King Revised CF*


 


Superseded by file “Adjusted Workout
5.22.04.xls”.  The
assumptions regarding cash flows at such Tab have been based on the applicable
obligor(s) making non-contractual payments or exercising purchase and/or
options.  No assurance can be made that
such payments will be made or made in the time frame indicated or that such
options will be exercised


 


Tab:  Federal Mogul Revised CF*


 


Superseded by file “Adjusted Workout 5.22.04.xls”


 


Tab:  04-2004 Altered Cash Flows*


 


All cash flows shown in Columns L, M, and N are
estimates.  The assumptions
regarding cash flows at such Tab have been based on the applicable obligors
making non-contractual payments or exercising purchase and/or options.  No assurance can be made that such payments
will be made or made in the time frame indicated or that such options will be
exercised


 


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Tab:  PmtFactor Templ. Navistar Float


 


Treasury yield depicted in row 3, column B


 


Tab:  Sec Dep


 


Data Tape not updated.  Updated deposits shown in Schedule 3.2 (g)(ii) to the
Purchase and Sale Agreement dated May 24, 2004 (the “P&SA”)


 


Tab:
1.3 Nav @ 4-30


 


Data Tape not updated.  Updated in Schedule 1.3 attached to P&SA


 


Tab:
1.4 Allocation


 


Data Tape not updated.  Updated in Schedule 1.4 attached to P&SA


 


 


B.                                     Sellers make no representation or
warranty with respect to the following Portfolio Information reflected on the
data tape file named “Adjusted Workout 5.22.04.xls” (identified by Tab and/or
Column reference):


 


Tab:  Federal Mogul Revised CF*


 


Unsigned restructure. 
No representation (other than with respect to the assumptions to the
extent described below in footnote *) regarding cash flows as Federal Mogul has
not signed restructured agreement. 
Payments shown in Column I.  The
adjusted NAV supercedes the adjusted NAV in “CFS Port Data Tape Incl. 1.3 and
1.4 Sch. – 4.30.04 sent 5.21.04.xls” by $2.9 million write-down which is
depicted in Column AO


 


Tab:  Sky King Revised CF*


 


Cash flows after 12/05 located in columns Z through CG


 


Tab:  Southern Bulk Revised CSA CF*


 


Cash flows in Column H


 


C.                                     Sellers make no representation or
warranty with respect to the expected payment date or collectability of past
due amounts referenced (and to the extent specifically set forth) in the Data
Tape


 


 












*  Sellers represent that the assumptions used in deriving this
information are reasonable under the applicable circumstances and are consistent
with Sellers’ historical practices in the ordinary course of business


 


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