Exhibit 10.1


 


AMENDMENT NO. 1 TO LEASE
AGREEMENT N475HA


AND RELATED AMENDMENTS


 


This Amendment No. 1 to Lease Agreement
N475HA and Related Amendments (this “Amendment”), is entered into as of September 30,
2004, between (1) Wells Fargo Bank Northwest, National Association, a
national banking association (“WFBN”), not in its individual capacity (except
as expressly provided herein) but solely as Owner Trustee (“Lessor”), and (2) Hawaiian
Airlines, Inc. (“Lessee”), a Hawaii corporation, acting by and through Joshua
Gotbaum, as Chapter 11 Trustee for the Lessee (the “Trustee”), and consented
and agreed to by BCC Equipment Leasing Corporation (formerly MDFC Equipment
Leasing Corporation), a Delaware corporation (“Owner Participant”).


 


RECITALS


 


A.            Lessor
and Lessee have heretofore entered into that certain Lease Agreement N475HA,
dated as of February 28, 2001, as supplemented by that certain Lease
N475HA Supplement No. 1, dated February 28, 2001, which were both
recorded with the Federal Aviation Administration as one document on March 22,
2001, and assigned Conveyance Number Q67231 (together, the “Lease”), pursuant
to which Lessor has leased to Lessee one Boeing Model 717-200 aircraft bearing
manufacturer’s serial number 55121 and US Registration Number N475HA, together
with two Rolls-Royce Deutschland Ltd & Co KG Model BR 700-715 A1-30
engines installed thereon bearing manufacturer’s serial numbers 13218 and
13219, respectively.  Lessor and Lessee,
together with “Owner Participant, have also heretofore entered into that
certain Participation Agreement, dated as of February 28, 2001 (the “Participation
Agreement”), relating to the Lease and the described aircraft; and Owner
Participant and Lessee have also heretofore entered into that certain Tax
Indemnity Agreement, dated as of February 28, 2001 (the “Tax Indemnity
Agreement”), relating to the Lease and the described aircraft.


 


B.            On March 21,
2003, Lessee commenced a bankruptcy case, Bankruptcy Case No. 03-00817, in
the United States Bankruptcy Court for the District of Hawaii (the “Bankruptcy
Court”) seeking relief under Chapter 11 of Title 11 of the United States Code
(the “Pending Case”).


 


C.            In connection with
the Pending Case, Lessor and Lessee, together with Owner Participant, wish to
amend the terms of the Lease, as well as certain terms of the Participation
Agreement and the Tax Indemnity Agreement, and, in consideration thereof,
Lessee wishes to assume all of the rights, benefits and obligations of the
Lease, the Participation Agreement and the Tax Indemnity Agreement, each as
amended hereby, together with all of the other Operative Agreements, and to
obtain the necessary approval of the Bankruptcy Court approving the terms of
this Amendment and the assumption of the Lease, as amended hereby, together
with all of the other Lessee Operative Agreements, by Lessee.


 





















 


TERMS AND CONDITIONS


 


In consideration of the foregoing premises, and for other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto hereby agree as follows:


 


1.             DEFINITIONS AND CONSTRUCTION


 


Capitalized terms used herein and not otherwise defined herein shall
have the meanings assigned to such terms in the Lease and, unless otherwise
specifically noted, reference to “Sections” herein shall be construed to refer
to Sections of the Lease.  The rules or
usage and construction set forth in the “General Provisions” of Part 1 of
Annex A to the Lease shall also apply to this Amendment (including the
capitalized terms defined herein), and this Amendment shall be a Lessee
Operative Agreement.


 


2.                                      AMENDMENT TO BASIC RENT PROVISIONS AND ADDITION OF 467 LOAN PROVISIONS


 


(a)           Section 3.2.1(a) of
the Lease is hereby amended by deleting the existing text thereof in its
entirety and inserting in lieu thereof the following:


 


“(a)         (i)  During the Base Term, Lessee
shall pay to Lessor, on each Payment Date, Basic Rent in the amount specified
in Column 1 of Schedule 2 for such Payment Date.  The amounts and periods of Lessee’s liability
for Basic Rent during the Base Term shall be as allocated in accordance with
the column entitled “Rent Allocable for Period From and Including Payment Date
To and Excluding Specified Date” in Column 2 of Schedule 2.  Notwithstanding anything to the contrary
herein, Lessor and Lessee agree that, irrespective of Lessee’s payment
obligations as shown on Column 1 of Schedule 2, Lessee’s liability for
Basic Rent for the use of the Aircraft shall be allocated as stated in the
column with the heading “Rent Allocable for Period From and Including Payment
Date To and Excluding Specified Date” in Column 2 of Schedule 2.


 


(ii)           The allocation of
Basic Rent as provided in § 3.2.1(a)(i) constitutes a specific
allocation of fixed rent within the meaning of Treasury Regulation § 1.467-1(c)(2)(ii)(A),
with the effect that, pursuant to Treasury Regulation § § 1.467-1(d) and
1.467-2, Lessor and Lessee, on any federal income tax returns filed by them (or
on any return on which their income is included), shall accrue the amounts of
rental income and rental expense, respectively, set forth for each period under
the column entitled “Rent Allocable for Period From and Including Payment Date
To and Excluding Specified Date” on Schedule 2.  Because there shall be from time to time a
difference between (A) the cumulative amount of Basic Rent paid by Lessee
(as provided in § 3.2.1(a)(i)) and (B) the cumulative amount of Basic
Rent allocated (as provided in § 3.2.1(a)(i)), there shall be considered
to exist a loan for purposes of Code § 467 (the “Section 467
Loan”).  If there is an amount
in excess of zero set forth under the column entitled “Lessor 467 Loan Balance”
on Schedule 2(b), such amount (the “Lessor 467 Loan”)


 


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represents a loan from Lessee to Lessor.  If there is an amount in excess of zero set
forth under the column entitled “Lessee 467 Loan Balance” on Schedule 2(b),
such amount (the “Lessee 467 Loan”) represents a
loan from Lessor to Lessee.  If there
shall be a Lessor 467 Loan, then Lessor shall deduct interest expense and
Lessee shall accrue interest income, in each case, in an amount equal to the
amount set forth under the caption entitled “Lessor 467 Loan Interest” for the
applicable period identified on Schedule 2(b) (the “Lessor 467 Loan Interest”). 
If there shall be a Lessee 467 Loan, then Lessor shall accrue interest
income and Lessee shall deduct interest expense, in each case, in an amount
equal to the amount set forth under the caption entitled “Lessee 467 Loan
Interest” for the applicable period identified on Schedule 2(b) (the “Lessee 467 Loan Interest”). 
Interest shall accrue on any Lessor 467 Loan or Lessee 467 Loan at the
applicable rate set forth on Schedule 1 as the “467 Loan Interest Rate”.


 


(iii)          Each of Lessee and
Lessor agree that, solely for purposes of the Section 467 Regulations, on
any federal income tax returns filed by them (or on any return on which their
income is included) it will treat, (a) the Lease as two leases with one
lease being the Pre-Modification Lease beginning on the first day of the Lease
Term ending the day before the Section 467 Effective Date and the other
lease being the Post-Modification Lease beginning on the Section 467
Effective Date and ending on the last day of the Lease Term; and (b) the
Lessor Section 467 Loan Balance outstanding on the Section 467
Effective Date as an amount required to be paid as rent under the
Post-Modification Lease and deemed paid on the Section 467 Effective
Date.  The “Section 467 Effective
Date” is January 1, 2004.”


 


(b)           Section 15 of
the Lease is hereby amended by adding a new paragraph (e) at the end
thereof as follows:


 


“(e)         Each of the amounts
that may at any time constitute Scheduled Stipulated Loss Value, Scheduled
Termination Value or Scheduled Special Termination Value, as the same appear in
the various Schedules hereto, has been computed without taking into account the
existence of any Lessor 467 Loan Balance or Lessee 467 Loan Balance that may be
outstanding at the time that any such amount may be payable hereunder; and,
accordingly, in determining the amount of any Stipulated Loss Value,
Termination Value or Special Termination Value that may at any time be payable
hereunder, (i) any Lessor 467 Loan Balance then outstanding shall be
deducted from the Scheduled Stipulated Loss Value, Scheduled Termination Value
or Scheduled Special Termination Value, as the case may be (and the resulting
amount shall be the Stipulated Loss Value, Termination Value or Special
Termination Value so payable), and (ii) any Lessee 467 Loan Balance then
outstanding shall be added to the Scheduled Stipulated Loss Value, Scheduled
Termination Value or Scheduled Special Termination Value, as the case may be
(and the resulting amount shall be the Stipulated Loss Value, Termination Value
or Special Termination Value so payable).”


 


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(c)           Each of the Owner
Participant, Lessee and Lessor agree that solely for purposes of the Section 467
Regulations, (i) it will treat the Lease, as amended hereby, as two leases
with one lease being the Pre-Modification Lease and ending the day before the Section 467
Effective Date and the other lease being the Post-Modification Lease and
beginning on the Section 467 Effective Date; (ii) it will treat the
Lessor Section 467 Loan Balance outstanding on the Section 467
Effective Date as an amount required to be paid as rent under the
Post-Modification Lease and deemed paid on the Modification Date; and (iii) the
Basic Rent listed on Column 1 of Schedule 2 to the Lease will constitute
fixed rent payable (as such term is used in the Section 467 Regulations,
including Section 1.467-1(c)(2)(ii)(A) thereof) under the Post
Modification Lease from the Section 467 Effective Date to the end of the
Term and the allocation of Basic Rent as listed on Column 2 of Schedule 2
to the Lease shall constitute Lessee’s liability for Basic Rent for use of the
Aircraft under the Post Modification Lease as allocated therein and a specific
allocation of fixed rent within the meaning of Treasury Regulation § 1.467-1(c)(2)(ii)(A),
with the effect that, pursuant to Treasury Regulation § § 1.467-1(d) and
1.467-2, Lessor and Lessee, on any federal income tax returns filed by them (or
on any return on which their income is included), shall accrue the amounts of
rental income and rental expense, respectively, set forth for each period under
Column 2 of Schedule 2 hereto entitled “Rent Allocable for Period From and
Including Payment Date To and Excluding Specified Date”.


 


Each of the Owner Participant and the Lessee agrees that if the changes
to the allocation of Basic Rent from the Section 467 Effective Date to October 1,
2004 change the amount of income, deduction or other item for US federal income
tax purposes, it will take into account, in the taxable year in which such
modification occurs, any adjustment necessary to prevent duplication with
respect to such Basic Rent or the omission of interest thereon for such period.


 


3.             ADDITION
OF SECURITY DEPOSIT


 


(a)           Section 3 of
the Lease is hereby amended by adding a new Section 3.2.3 as follows:


 


“3.2.3     Security
Deposit


 


(a)           On
or before October 1, 2004, Lessee shall pay to Lessor a security deposit
(the “Security Deposit”) in the amount set forth on Schedule 1- Part A
hereto.  The Security Deposit will be
held by Lessor for the entire remaining Term of this Lease and may be
commingled with other amounts of Lessor.


 


(b)           The Security Deposit
shall be held by Lessor as security for the due and punctual payment by Lessee
of all amounts payable by it, and the due and punctual observance and
performance by Lessee of all of its obligations, hereunder and under each other
Operative Agreement.  Lessee hereby
assigns, transfers and pledges to Lessor, and hereby grants to Lessor, a
first-priority security interest in, the Security Deposit to secure such
payment, observance and performance.  Any
interest earned on the Security Deposit shall be solely for the account of
Lessor.  If an Event of Default shall
occur and be continuing, then in addition to any other rights Lessor may have
under applicable Law as a lessor,


 


4





















 


secured party or otherwise, or under this Lease or any other Operative
Agreement, Lessor may set off against, use, apply or retain all or any portion
of the Security Deposit in full or partial payment for amounts payable by
Lessee under this Lease or any other Operative Agreement or for amounts
necessary to compensate Lessor and the Indemnitees for their Expenses arising
in connection with such Event of Default. 
Any such use or application shall not, however, be deemed a cure by
Lessee, or waiver by Lessor, of any Event of Default, unless so agreed by
Lessor in writing.


 


(c)           So long as no
Default or Event of Default shall have occurred and be continuing, that
portion, if any, of the Security Deposit that has not previously been used or
applied, or set off against, as provided for in this Lease, shall be returned
to Lessee by wire transfer of immediately available Dollars to an account of
Lessee located in the United States of America, specified in writing by Lessee
to Lessor at least 10 Business Days prior to the date of such transfer, (A) on
or before the date that is 20 Business Days after and excluding the date upon
which the Aircraft is returned to Lessor in the condition, and in the manner,
required under Annex B to this Lease and otherwise in accordance with the terms
of this Lease, or (B) if an Event of Loss shall have occurred, and Lessee
shall have elected, or shall be deemed to have elected, the option set forth in
Section 9.1.2 hereof, then on or before the date that is 20 Business Days
after and excluding the date upon which Lessor has been paid all amounts
required to be paid under, and as provided in, Section 9.1.2(a) hereof.”


 


(b)           Section 14.1.6
of the Lease is hereby amended by adding a new sentence, at the end thereof, as
follows:


 


“Without limiting, and notwithstanding, any other provision or the
Lease or any other Operative Agreement, 
Lessor shall be entitled to use and apply all or any portion of the Security
Deposit for the purposes, and in the manner, set forth in Section 3.2.3(b) hereof.”


 


(c)           Schedule 1 – Part A
to the Lease is hereby amended as set forth in Section 1 of Appendix A
hereto.


 


(d)           That certain Letter
Agreement No. 1-1005-JSW-1500, dated as of February 28, 2001, among, inter alios, Lessor and Lessee, insofar as it relates to the
Lease and the Aircraft, is hereby terminated and shall be of no further force
or effect; and all of the obligations and liabilities of each of the parties to
such Letter Agreement are hereby unconditionally and irrevocably released and
discharged in full and in all respects.


 


4.             ADDITION
OF MAINTENANCE RESERVES


 


Annex C to the Lease is hereby amended as set forth on Appendix B
hereto.


 


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5.             AMENDMENTS
TO SCHEDULES


 


(a)           Schedules 2, 3, 4
(both Part A and Part B) and 5 to the Lease are hereby amended by
deleting each in their respective entireties and replacing the same with
Schedules 2, 3, 4 (both Part A and Part B) and 5 attached hereto (and
as so denominated), with each deleted Schedule (or Part) being replaced by
the Schedule (or Part), attached hereto, bearing the same numerical
designation.


 


 (b)          The Lease is hereby amended by adding thereto a new Schedule 2(b),
entitled “467 Loan Schedule”, in the form attached hereto (and as so
denominated).


 


6.                                      AMENDMENTS TO ANNEX A


 


(a)           Annex A – Part 1
to the Lease, and as the same Annex is attached to the Participation Agreement,
is hereby amended by adding the following new terms and definitions:


 


“Lessee 467 Loan: has the meaning set
forth in § 3.2.1(a)(ii) of the Lease.”


 


“Lessee 467 Loan Balance: with
respect to any specified date means the amount set forth opposite such date in Schedule 2(b) to
the Lease in the column with the heading “Lessee 467 Loan Balance” (as adjusted
from time to time in accordance with § 3.2.1 of the Lease).


 


“Lessee 467 Loan Interest: has the
meaning set forth in § 3.2.1(a)(ii) of the Lease.”


 


“Lessor 467 Loan: has the meaning set forth in Section 3.2.1(a)(ii) of
the Lease.”


 


“Lessor 467 Loan Balance: with respect
to any specified date means the amount set forth opposite such date in Schedule 2(b) to
the Lease in the column with the heading “Lessor 467 Loan Balance” (as adjusted
from time to time in accordance with § 3.2.1 of the Lease).”


 


“Lessor 467 Loan Interest: has the
meaning set forth in § 3.2.1(a)(ii) of the Lease.”


 


“Maintenance Reserves:  defined in Section F of Annex
C to the Lease.”


 


“Section 467 Effective Date:  has the meaning set forth in §3.2.1(a)(iii) of
the Lease.”


 


“Section 467 Loan: has the
meaning set forth in § 3.2.1(a)(ii) of the Lease.”


 


“Section 467 Regulations: shall mean
the U.S. Treasury Regulations promulgated pursuant to Section 467 of the
Code.”


 


“Security Deposit: 
defined in Section 3.2.3 of the Lease.”


 


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(b)           Annex A – Part 1
to the Lease, and as the same Annex is attached to the Participation Agreement,
is hereby further amended by adding, in the definition of the term “Supplemental Rent”, immediately after the word “including”,
the words “the Security Deposit and the Maintenance Reserves, and”.


 


(c)           Annex A – Part 1
to the Lease, and as the same Annex is attached to the Participation Agreement,
is hereby further amended by adding, at the end of the definition of the term “Stipulated Loss Value” and before the “.”, the following
words:


 


“(and such scheduled amount shall be referred to herein as the “Scheduled Stipulated Loss Value”), provided that at any time
a payment is required pursuant to this Lease of Stipulated Loss Value, such
payment (i) shall be reduced by the amount of any Lessor 467 Loan Balance
then outstanding, plus a pro rata portion of the Lessor 467 Loan Interest for
the relevant period, or (ii) shall be increased by the amount of any
Lessee 467 Loan Balance then outstanding, plus a pro rata portion of the Lessee
467 Loan Interest for the relevant period (and the term “Stipulated
Loss Value” shall mean the Scheduled Stipulated Loss Value as so
adjusted).


 


(d)           Annex A – Part 1
to the Lease, and as the same Annex is attached to the Participation Agreement,
is hereby further amended by adding, at the end of the definition of the term “Termination Value” and before the “.”, the following words:


 


“(and such scheduled amount shall be referred to herein as the “Scheduled Termination Value”), provided that at any time a
payment is required pursuant to this Lease of Termination Value, such payment (i) shall
be reduced by the amount of any Lessor 467 Loan Balance then outstanding, plus
a pro rata portion of the Lessor 467 Loan Interest for the relevant period, or (ii) shall
be increased by the amount of any Lessee 467 Loan Balance then outstanding,
plus a pro rata portion of the Lessee 467 Loan Interest for the relevant period
(and the term “Termination Value” shall mean the
Scheduled Termination Value as so adjusted).


 


(e)           Annex A – Part 2
to the Lease, and as the same Annex is attached to the Participation Agreement,
is hereby amended as set forth in Section 2 of Appendix A hereto.


 


(f)            Annex A – Part 3
to the Lease, and as the same Annex is attached to the Participation Agreement,
is hereby amended as set forth in Section 3 of Appendix A hereto.


 


7.             OTHER
AMENDMENTS


 


(a)           Section 4.4.1
of the Lease is hereby amended by adding a new sentence, at the end thereof, as
follows:


 


“Notwithstanding the foregoing, this Section 4.4.1 shall not apply
in any respect to (i) the Security Deposit (Sections 3.2.3 and 14.1.6
hereof shall govern the payment, possession, use, application and repayment of
the Security Deposit), or (ii) the Maintenance Reserves (Section F or
Annex C hereto shall govern the


 


7





















 


payment, possession, use, application and repayment of the Maintenance
Reserves).


 


(b)           Section 7.2.7(c) of
the Lease is hereby amended by deleting the existing text thereof in its
entirety and inserting in lieu thereof the following:


 


“(c)         any such sublease
shall provide for payment of rent, or any amount in lieu of rent, no less
frequently than monthly and all such rent shall be payable in advance;”


 


(c)           Section 13.7 of
the Lease is hereby amended by adding a new provision at the end thereof, as
follows:


 


“Notwithstanding the foregoing, no Event of Default shall be deemed to
occur or exist solely as a result of the existence or continuation of Lessee’s
bankruptcy case, Bankruptcy Case No. 03-00817, in the United States
Bankruptcy Court for the District of Hawaii seeking relief under Chapter 11 of
Title 11 of the United States Code.”


 


(d)           Annex E – Part 1
to the Lease is hereby amended as set forth in Section 4 of Appendix A
hereto.


 


(e)           Annex E – Part 2
to the Lease is hereby amended as set forth in Section 5 of Appendix A
hereto.


 


(f)            The Tax Indemnity
Agreement is hereby amended as set forth in Section 6 of Appendix A
hereto.


 


8.                                      REPRESENTATIONS AND WARRANTIES


 


(a)           Lessee represents
and warrants to Lessor, on the date this Amendment is executed and delivered by
Lessor and Lessee, and on and as of the date hereof and the Effective Date,
that:


 


(i)            Lessee (1) is
a corporation duly organized and validly existing in good standing (except to
the extent such good standing may be affected solely as a consequence of the
Pending Case) under the laws of Hawaii, has full power, authority and legal
right to own its properties and to carry on its business as presently conducted
and to perform its obligations under the Lease, as amended hereby, and under
the other Lessee Operative Agreements, (2) holds all licenses,
certificates and permits from all governmental authorities necessary for the
conduct of its business, and (3) is duly qualified to do business as a
corporation in good standing (except to the extent such good standing may be
affected solely as a consequence of the Pending Case) in each jurisdiction in
which the failure to be so qualified would have a materially adverse effect on
Lessee or on its ability to perform its obligations under the Lease, as amended
hereby, or under the other Lessee Operative Agreements.


 


(ii)           This Amendment has
been duly authorized by all necessary action on the part of Lessee, and neither
the execution and delivery hereof nor the consummation of the


 


8





















 


transactions contemplated hereby nor compliance by Lessee with any of
the terms and provisions hereof does or will violate any provision of the
articles of incorporation or by-laws of Lessee or any law, rule, regulation,
judgment, order or decree of any government or governmental instrumentality or
court having jurisdiction over Lessee, or any of its activities or properties,
or does or will result in any breach of, or constitute any default under, or
result in the creation of any Lien upon any property of Lessee under, any
indenture, mortgage, deed of trust, conditional sale contract, loan or credit
agreement, or other agreement or instrument to which Lessee is a party or by
which Lessee or its properties may be bound or affected.


 


(iii)          Neither the
execution and delivery by Lessee of this Amendment nor the performance by
Lessee of any of the transactions contemplated hereby require the consent,
approval, order or authorization of, or registration with, or the giving of
notice to, the Aeronautics Authority or any other domestic or foreign
governmental authority, except for the approvals, authorizations and consents
that have heretofore been obtained, including the order of the Bankruptcy Court
approving the terms hereof and the transactions contemplated hereby, true and
complete copies of which have been delivered to Lessor and Owner Participant.


 


(iv)          This Amendment has
been duly executed and delivered by Trustee for and on behalf of Lessee and,
subject to obtaining the order of the Bankruptcy Court contemplated herein,
constitutes the legal, valid, binding and enforceable obligation of Lessee (as
such enforceability may be affected by applicable bankruptcy, insolvency or
other similar laws affecting creditors’ rights generally).


 


(v)           Lessee is a
Certificated Air Carrier within the meaning of Section 41102 of Title 49
of the United States Code Annotated, and Lessor is entitled to the benefits and
protections of Section 1110 of the Bankruptcy Code (11 U.S.C. Section 1110)
in respect of the Lease, as amended hereby, and in respect of the Aircraft
leased to Lessee under the Lease, as amended hereby.


 


(vi)          On and as of the
Effective Date, and after giving effect to the terms of that certain Memorandum
of Understanding, dated as of September 15, 2004 (the “MOU”), by and
between, inter alios, Lessor and Lessee, and the
amendments to the Lease, the Related Leases and the Companion Leases (as
defined herein) being effected as of the date hereof, (i) no Default or
Event of Default, under and as defined in the Lease, as amended hereby, has
occurred and is continuing, and (ii) no Default (or Event) or Event of
Default has occurred and is continuing, under and as defined in any Related
Lease, as amended hereby, or under and as defined in any of the three leases
(each relating to a Boeing Model 767-33AER aircraft), between Owner
Participant, as lessor, and Lessee, as lessee, as such leases are described in
Attachment B to the MOU, and as such leases are amended pursuant to separate
agreements between Owner Participant and Lessee entered into contemporaneously
herewith as contemplated in the MOU (each such lease a “Companion Lease”, and
collectively the “Companion Leases”).


 


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(b)           WFBN and Lessor, as
applicable, represents and warrants to Lessee, on the date this Amendment is
executed and delivered by Lessor and Lessee, and on and as of the date hereof
and the Effective Date, that:


 


(i)            WFBN (1) is a
national banking association duly organized and validly existing in good
standing under the laws of the United States of America, has full power,
authority and legal right to own its properties and to carry on its business as
presently conducted and to perform its obligations under the Lease, as amended
hereby, and under the other Operative Agreements, and (2) holds all
licenses, certificates and permits from all governmental authorities necessary
for the conduct of its business.


 


(ii)           This Amendment has
been duly authorized by all necessary action on the part of WFBN, and neither
the execution and delivery hereof nor the consummation of the transactions
contemplated hereby nor compliance by WFBN or Lessor with any of the terms and
provisions hereof does or will violate any provision of the articles of
association or by-laws of WFBN or any law, rule, regulation, judgment, order or
decree of any governmental authority of the United States of America governing
the banking or trust powers of WFBN, or any governmental authority of the State
of Utah, or of any court having jurisdiction over WFBN or Lessor , or any of
their respective activities or properties, or does or will result in any breach
of, or constitute any default under, or result in the creation of any Lien upon
any property of WFBN or Lessor under, any indenture, mortgage, deed of trust,
conditional sale contract, loan or credit agreement, or other agreement or
instrument to which WFBN or Lessor is a party or by which WFBN or Lessor or any
of their respective properties may be bound or affected.


 


(iii)          Neither the
execution and delivery by WFBN or Lessor of this Amendment nor the performance
by WFBN or Lessor of any of the transactions contemplated hereby require the
consent, approval, order or authorization of, or registration with, or the
giving of notice to, any governmental authority of the United States of America
governing the banking or trust powers of WFBN, or any governmental authority of
the State of Utah, except for the approvals, authorizations and consents that
have heretofore been obtained.


 


(iv)          This Amendment has
been duly executed and delivered by WFBN and Lessor and, subject to obtaining
the order of the Bankruptcy Court contemplated herein, constitutes the legal,
valid, binding and enforceable obligation of WFBN and Lessor (as such
enforceability may be affected by applicable bankruptcy, insolvency or other
similar laws affecting creditors’ rights generally).


 


 (c)          Owner Participant represents and warrants to Lessee, on the
date this Amendment is executed and delivered by Lessor and Lessee, and on and
as of the date hereof and the Effective Date, that:


 


(i)            Owner Participant (1) is
a corporation duly organized and validly existing in good standing under the
laws of the State of Delaware, has full power, authority and legal right to own
its properties and to carry on its business as presently conducted and to
perform its obligations under the Operative Agreements to which it is a party, (2) holds


 


10





















 


all licenses, certificates and permits from all governmental
authorities necessary for the conduct of its business, and (3) is duly
qualified to do business as a corporation in good standing in each jurisdiction
in which the failure to be so qualified would have a materially adverse effect
on Owner Participant or on its ability to perform its obligations under the
Operative Agreements to which it is a party.


 


(ii)           This Amendment has
been duly authorized by all necessary action on the part of Owner Participant,
and neither the execution and delivery hereof nor the consummation of the
transactions contemplated hereby nor compliance by Owner Participant with any
of the terms and provisions hereof does or will violate any provision of the
articles of incorporation or by-laws of Owner Participant or any law, rule,
regulation, judgment, order or decree of any government or governmental
instrumentality or court having jurisdiction over Owner Participant, or any of
its activities or properties, or does or will result in any breach of, or
constitute any default under, or result in the creation of any Lien upon any
property of Owner Participant under, any indenture, mortgage, deed of trust,
conditional sale contract, loan or credit agreement, or other agreement or
instrument to which Owner Participant is a party or by which Owner Participant
or any of its properties may be bound or affected.


 


(iii)          Neither the execution
and delivery by Owner Participant of this Amendment nor the performance by
Owner Participant of any of the transactions contemplated hereby require the
consent, approval, order or authorization of, or registration with, or the
giving of notice to, the Aeronautics Authority or any other domestic or foreign
governmental authority, except for the approvals, authorizations and consents
that have heretofore been obtained, including the order of the Bankruptcy Court
approving the terms hereof and the transactions contemplated hereby.


 


(iv)          This Amendment has
been duly executed and delivered by Owner Participant and, subject to obtaining
the order of the Bankruptcy Court contemplated herein, constitutes the legal,
valid, binding and enforceable obligation of Owner Participant (as such
enforceability may be affected by applicable bankruptcy, insolvency or other
similar laws affecting creditors’ rights generally).


 


9.             CONDITIONS
PRECEDENT


 


This Amendment shall become effective, and Lessee will be deemed to
have assumed the rights and obligations of and under the Lease, as amended
hereby, and of and under the other Lessee Operative Agreements, as one or more
of such Lessee Operative Documents are amended hereby, all as contemplated in
the MOU, on the date (the “Effective Date”) that all of the following
conditions have been satisfied, to the reasonable satisfaction of Lessor:


 


(a)           The Bankruptcy Court
shall have entered an order, in form and substance satisfactory to Lessor, (i) approving
this Amendment and the transactions contemplated hereby, (ii) approving
the amendments to each of the Related Leases and to each of the Companion
Leases, each such amendment dated the date hereof and entered into
contemporaneously herewith (each such amendment, a “Lease Amendment”), between
Lessee and Lessor (or Owner Participant acting as lessor) and the transactions


 


11





















 


contemplated thereby, (iii) approving the terms of the MOU and the
transactions contemplated thereby, (iv) confirming and effectuating the
assumption by Lessee of the Lease, as amended by this Amendment, and (v) confirming
and effectuating the assumption by Lessee of each of the Related Leases and
each of the Companion Leases, each as amended by the applicable Lease Amendment;
and such order shall not have been reversed, stayed, modified or amended;


 


(b)           Lessor shall have
received satisfactory legal opinions from FAA counsel, and New York and Hawaii
counsel as to the matters referred to in paragraphs (a)(i) through (a)(v) of
Section 8 above (or, if the matters referred to in paragraphs (a)(i) through
(a)(iii) are covered, to Lessor’s reasonable satisfaction, in the
Bankruptcy Court order described above, such opinion shall address only the
matters referred to in paragraphs (a)(iv) and (a)(v)), and in paragraph
(l) of Section 12 below, and as to such other matters as Lessor may
reasonably request;


 


(c)           Lessee shall have
paid the Security Deposit, as required pursuant to Section 3.2.3 of the
Lease, as amended hereby;


 


(d)           All of Lessee’s
representations and warranties set forth in Section 8 hereof and in Section 9
of the MOU shall be true and correct;


 


(e)           All conditions
precedent to the effectiveness of each of the Lease Amendments shall have been
fulfilled and each of such Lease Amendments same shall be in full force and
effect; and


 


(f)            All of the events
described in Section 8 of the MOU shall have occurred.


 


If the conditions set forth in the foregoing clauses (a) through (f) are
not satisfied to the reasonable satisfaction of Lessor, on or before September 30,
2004, this Amendment shall become null and void.


 


10.          LEASE
ASSUMED, RATIFIED AND CONFIRMED


 


On and after the Effective Date of this Amendment, (i) each
reference in the Lease to “this Lease”, “hereunder”, “hereof”, or words of like
import referring to the Lease shall be deemed to mean, and be a reference to,
the Lease as amended by this Amendment, (ii) the Lease, as amended hereby,
shall be deemed to be ratified and confirmed in all respects and in full force
and effect, and (iii) the Lease shall be deemed to be, and shall be
(pursuant to the order of the Bankruptcy Court described in paragraph (a) of
Section 9 hereof) assumed for all purposes by Lessee, all as contemplated
in the MOU.


 


11.          MUTUAL
RELEASES


 


Lessor and Lessee have also agreed, as set forth in Section 6 of
the MOU (as defined in Section 8(a)(vi) hereof), to release certain
claims in connection with (i) the execution and delivery of this
Amendment, and of the amendments to the Related Leases and to the Companion
Leases, and the assumption by Lessee of the Lease, the Related Leases and the
Companion Leases, and (ii) the other matters described in the MOU; and
each of Lessor and Lessee


 


12





















 


acknowledges that such releases of claims constitute an integral part
of the consideration between Lessor and Lessee to enter into this Amendment.


 


12.                               MISCELLANEOUS


 


(a)           No
provision of this Amendment may be modified, amended or supplemented, or
waived, released or discharged, except in a writing signed by Lessor and Lessee
and specifying the provision intended to be modified, amended, supplemented,
waived, released or discharged.


 


(b)           All
notices, requests, demands, authorizations, directions, consents, waivers and
other communications relating to this Amendment shall be made, given,
furnished, or filed, and shall become effective, in the manner prescribed in § 14.7
of the Participation Agreement.


 


(c)           If
any provision of this Amendment shall be invalid, inoperative or unenforceable
as applied in any particular case in any jurisdiction because it conflicts with
any other provision hereof or any constitution or statute or rule or
public policy, or for any other reason, such circumstance shall not have the
effect of rendering the provision in question inoperative or unenforceable in
any other case or circumstance or in any other jurisdiction or of rendering any
other provision herein contained invalid, inoperative, or unenforceable to any
extent whatever.  The parties agree that they
shall promptly replace any invalid, inoperative or unenforceable provision with
a valid, operative and enforceable provision.


 


(d)           The
headings of the sections and clauses of this Amendment are inserted for
convenience only and shall not affect the interpretation hereof.


 


(e)           This
Amendment shall be binding upon, and
shall inure to the benefit of and shall be enforceable by, the parties hereto and their respective permitted
successors and assigns; and for purposes of determining permitted successors and
assigns, the terms of the Participation Agreement, the Lease and the other
Operative Agreements shall govern and control.


 


(f)            The failure of any party hereto to
exercise any right, power, or remedy provided under this Amendment or otherwise
available in respect hereof at law or in equity, or to insist upon compliance
by any other party hereto with its obligations hereunder, and any custom or
practice of the parties at variance with the terms hereof, shall not constitute
a waiver by such party of its right to exercise any such or other right, power,
or remedy or to demand such compliance.


 


(g)           This
Amendment may be executed in one or more counterparts, each of which shall be
deemed an original and all of which together shall constitute one and the same
agreement.  Delivery of an executed
signature page of this Amendment by facsimile or e-mail shall be as
effective as delivery of a manually executed signature page of this
Amendment.  Any party hereto
delivering an executed counterpart of this Amendment by facsimile shall also
deliver an originally executed counterpart but the failure to so deliver a
manually executed counterpart shall not affect the validity, enforceability or
binding effect hereof.


 


(h)           This
Amendment shall be solely for the benefit of the parties hereto and the Owner
Participant, and no other person or entity shall be a third-party beneficiary
hereof.


 


13





















 


(i)            The specific terms of the Lease that
are amended and supplemented by this Amendment, shall be subject to the
confidentiality restrictions set forth in § 8
of the Participation Agreement and in Section 23 of the MOU.  Notwithstanding the foregoing, each party
hereto acknowledges and agrees that the terms of this Amendment may be
summarized in the Subject Motion and in the Plan and the Disclosure Statement
accompanying the Plan (as such terms are defined in the MOU).


 


(j)            All of the Appendices and Schedules
attached to this Amendment are by this reference incorporated herein and made a
part of this Amendment as though, and with the same force and effect as if,
fully set forth herein.


 


(k)           For purposes of the last sentence of § 17.7(g) of
the Lease, this Amendment, and the terms and provisions hereof, shall
constitute an amendment, supplement and modification to the Operative
Agreements.


 


(l)            Lessee shall cause this Amendment,
so far as required or permitted by applicable law or regulation, to be kept,
filed, registered and recorded at all times in accordance with § 7.1.3 of
the Participation Agreement and the other applicable provisions of the
Operative Agreements.


 


(m)          This Amendment constitutes, on and as
of the date hereof, the full and entire understanding and agreement among the
parties hereto with regard to the subject matter hereof, and supersedes all
prior or contemporaneous understandings and agreements, whether written or
oral, between or among any of the parties hereto with respect to the subject
matter hereof.


 


(Signature Page Follows)


 


14





















 


IN WITNESS WHEREOF, the parties hereto have
caused this Amendment to be duly executed by their respective authorized
officers or representatives as of the date first written above.


 


 


	
  WELLS FARGO BANK NORTHWEST,

  NATIONAL ASSOCIATION, not in its individual

  capacity but solely as Owner Trustee, as Lessor

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Nancy M. Dahl

  	
   

  
	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  HAWAIIAN AIRLINES, INC., as Lessee

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Joshua Gotbaum

  	
   

  
	
   

  	
   

  
	
  Title:

  	
  Trustee

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  CONSENTED AND AGREED TO BY

  	
   

  
	
   

  	
   

  
	
  BCC EQUIPMENT LEASING CORPORATION, 

  as Owner Participant

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ John A. Catron

  	
   

  
	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
						



 


15





















 


APPENDIX A


 


1.             AMENDMENTS TO SCHEDULE 1- PART A


 


(a)           Schedule 1 - Part A to the
Lease is hereby amended by adding (i) under the heading “Defined Term”,
the term “Security Deposit”, and (ii) under the heading “Definition”, and
corresponding to the term “Security Deposit”, the amount of “[***]”.


 


(b)           Schedule 1 - Part A to the
Lease is hereby amended by adding (i) under the heading “Defined Term”,
the term “467 Loan Interest Rate”, and (ii) under the heading “Definition”,
and corresponding to the term “467 Loan Interest Rate”, the words “[***]for the
calculation of Lessee 467 Loan Interest, and [***] for the calculation of
Lessor 467 Loan Interest, in each case, compounded monthly”.


 


(c)           Schedule 1 - Part A to the
Lease is hereby amended by deleting the definition for the defined term “Payment
Date” and inserting in lieu thereof the following:


 


“The first day of each calendar month, commencing October 1,
2004 and continuing up to and including February 1, 2019, as set forth on Schedule 2
to the Lease.”


 


(d)           Schedule 1 - Part A to the
Lease is hereby amended by deleting the definition for the defined term “Adjustment
Amount” and inserting in lieu thereof the amount of “[***]”.


 


2.             AMENDMENTS TO ANNEX A - PART 2


 


(a)           Annex A - Part 2 to the Lease,
and as the same Annex is attached to the Participation Agreement, is hereby
further amended by adding, at the end of the definition of the term “Termination Value for the Aircraft” and before the “.”, the
following words:


 


“(and such scheduled amount shall be referred to
herein as the “Scheduled Termination Value”),
provided that at any time a payment is required pursuant to this Lease of
Termination Value, such payment (i) shall be reduced by the amount of any
Lessor 467 Loan Balance then outstanding, plus a pro rata portion of the Lessor
467 Loan Interest for the relevant period, or (ii) shall be increased by
the amount of any Lessee 467 Loan Balance then outstanding, plus a pro rata
portion of the Lessee 467 Loan Interest for the relevant period (and the term “Termination Value for the Aircraft” shall mean the Scheduled
Termination Value as so adjusted).


 


3.  [***]


 










[***] Intentionally omitted as containing confidential information,
which has been filed separately with the Securities and Exchange Commission.


 


1





















 


4.             AMENDMENTS TO ANNEX E - PART 1


 


(a)           Section 2.2.2 of Part 1 of
Annex E to the Lease is hereby amended by adding, at the end thereof, a new
paragraph (f) as follows:


 


“(f)          If
Lessee shall have paid to Lessor and Lessor shall have received, by the
Termination Date and in immediately available funds, all amounts due and
payable to Lessor as set forth above in this Section 2.2.2 and all other
Supplemental Rent due and payable, only then shall Lessor be obligated to pay
to Lessee the amount, if any, equal to the lesser of (i) the Lessor 467
Loan Balance then outstanding, and (ii) the excess, if any, of (1) the
amount of the proceeds of the sale of the Aircraft (net of all Expenses of
Sale) that were received by the Lessor over (2) the Termination Value for
the Aircraft.”


 


(b)           Section 2.3 of Part 1 of
Annex E to the Lease is hereby amended by adding, at the end thereof, a new
paragraph (d) as follows:


 


“(d)         If
Lessee shall have paid to Lessor and Lessor shall have received, by the
Termination Date in immediately available funds, all amounts due and payable to
Lessor as set forth above in this §2.3 and all other Supplemental Rent due and
payable, only then shall Lessor be obligated to pay to Lessee the amount, if
any, equal to the lesser of (i) the Lessor 467 Loan Balance then
outstanding, and (ii) the excess, if any, of (1) the amount of the
highest bona fide cash bid described in
§2.3(a)(2)(bb) over (2) the Termination Value for the Aircraft.”


 


5.             AMENDMENTS TO ANNEX E - PART 2


 


(a)           [***]


 


(b)           [***]


 


(c)           Section 2.2 of Annex E - Part 2
to the Lease is hereby amended by adding at the end thereof a new paragraph (c) as
follows:


 


“(c)         If
and for so long as the original Owner Participant, or any of its Affiliates, is
and continues to be the Owner Participant, then § 13.8 of the Lease is
hereby deemed to be further amended by (1) deleting, at the end of clause (c) thereof,
the “.” and inserting, in lieu thereof, the words “,or”, and (2) by adding
a new clause (d) reading as follows:


 


“(d) The “Joint Plan Of Joshua Gotbaum as chapter
11 trustee for Hawaiian Airlines, Inc., The Official Committee of
Unsecured Creditors, Hawaiian Holdings, Inc. And RC Aviation, LLC, Dated
As Of August 30, 2004” (as amended, the “Plan”), fails to provide for the
affirmation of certain of Lessee’s obligations and liabilities as set forth in
paragraph (f) of Section 2 of that certain Memorandum of
Understanding, dated as of September 15, 2004 (the


 


2





















 


“MOU”), among, inter alios, Lessor and Lessee; or the Plan at any time
provides for the rejection of this Lease or any of the Related Leases or any of
the three leases (each relating to a Boeing Model 767-33AER aircraft), between
Owner Participant, as lessor, and Lessee, as lessee, as such leases are
described in Attachment B to the MOU (and as such leases are amended pursuant
to separate agreements between Owner Participant and Lessee entered into
contemporaneously herewith as contemplated in the MOU).”


 


6.             AMENDMENTS TO TAX INDEMNITY
AGREEMENT


 


(a)           Section 1.9 of the Tax Indemnity
Agreement is hereby amended by re-designating clause (i) thereof as clause
(j) and inserting, after clause (h) and before the word “or”, a new clause
(i) as follows:


 


“(i) the entering into by the parties thereto of
Amendment No. 1 to Lease Agreement N475HA and Related Amendments,”


 


(b)           Section 1 of the Tax Indemnity
Agreement is hereby amended by adding a new subsection 1.13 as follows:


 


“1.13 “467 Loan Structure” shall have the meaning
given it in Section 2.11 hereof.”


 


Each of the subsections
of said Section 1 following this new subsection 1.13 shall be deemed
to be renumbered accordingly, and any cross-references in the Tax Indemnity
Agreement or in any of the other Operative Agreements to any of such
subsections shall be deemed to refer to such subsections as renumbered hereby.


 


(c)           Section 1.18 of the Tax Indemnity
Agreement is hereby amended by inserting, at the end thereof and before the “.”,
the following words:


 


“provided that any breach of the representation set
forth in the second sentence of Section 3.10 hereof shall only be a “Lessee
Act” if and to the extent that such breach occurs prior to, or in respect of
any period prior to, the Section 467 Effective Date (other than any such
breach resulting from that certain “Amendment No. 1 to Lease Agreement
N475HA and Related Amendments”, dated as of October 1, 2004, between
Lessor and Lessee and consented to by Owner Participant)”


 


(d)           Section 2.5 of the Tax Indemnity
Agreement is hereby amended by inserting, after the phrase “with respect to”
and before the phrase “any debt incurred by the Lessor”, the designation “(i)”;
and by inserting, after the phrase “Operative Agreements” and before the phrase
“(the “Interest Deductions”)” the following phrase:


 


“and (ii) any Lessor Section 467 Loan
Balance shown on Schedule 2(b) to the Lease will be deductible by the
Owner Participant at the times and in the amounts set


 


3





















 


forth under the caption
entitled “Lessor 467 Loan Interest” on Schedule 2(b) to the Lease”


 


(e)           Section 2.7 of the Tax Indemnity
Agreement is hereby amended by inserting, at the end of clause (e) thereof,
after the comma, and before the word “or” the following clause:


 


“(f) any Lessee 467 Loan Interest at the times
and in the amounts set forth under the caption “Lessee 467 Loan Interest” on Schedule 2(b) to
the Lease.”


 


The two references, in
said Section 2.7, following such new insert to clause “(f)” shall be
amended to refer to clause “(g)”.


 


(f)            Section 3.10 of the Tax
Indemnity Agreement is hereby amended by inserting, at the end thereof and
before the “.”, the following words:


 


“; provided that, with respect to Inclusion Events
arising as a result of the application of Section 467 of the Code, this
representation and warranty shall only apply to Inclusion Events arising prior
to, or in respect of any period prior to, the Section 467 Effective Date
(other than any such Inclusion Event resulting from that certain “Amendment No. 1
to Lease Agreement N475HA and Related Amendments”, dated as of October 1,
2004, between Lessor and Lessee and consented to by Owner Participant)”


 


(g)           Section 7 of the Tax Indemnity
Agreement is hereby amended (i) by deleting at the end of clause (u)
thereof the word “or”, (ii) by deleting at the end of clause (v) thereof
the “.” and inserting in lieu thereof the word “; or”, and (iii) by
inserting a new clause (w) at the end thereof as follows:


 


“(w) The application of Section 467 of the Code
unless resulting from a Lessee Act.”


 


(h)           Section 10 of the Tax Indemnity
Agreement is hereby amended by inserting, at the end thereof, the following new
paragraph:


 


“All adjustments (1) shall be made so as to avoid
characterization of the Lease as a “disqualified leaseback or long-term
agreement” within the meaning of Code § 467 and Treasury Regulations
thereunder, and (2) shall be in compliance with the requirements of § 4.01
and § 4.06 of Revenue Procedure 2001-28 and § 4.02(5) and § 4.07
of Revenue Procedure 2001-29, except to the extent that on the Delivery Date
the Lease constituted a “disqualified leaseback or long-term agreement” or was
not in compliance with the Revenue Procedure sections referred to in clause
(2).”


 


4





















 


APPENDIX B


 


There shall be added to
Annex C to the Lease a new Section F as follows:


 


“F.
Maintenance Reserves


 


1.             Payment of Maintenance Reserves. In addition to
the Basic Rent required to be paid for the Aircraft pursuant to Section 3.2.1
of the Lease, Lessee shall pay to Lessor (or to Owner Participant as the
delegate of Lessor) as Supplemental Rent, on or before the 15th day of each
calendar month commencing May 15, 2005, maintenance reserves ( the “Maintenance
Reserves”) in respect of the Airframe, Engines, APU and Landing Gear as
follows:


 


(a)           in
respect of the Airframe, [***] for each Airframe Flight Hour that the Airframe
is operated during the immediately preceding Reserve Period (all amounts paid
from time to time, pursuant to this clause (a), shall constitute the “Airframe
Reserves”);


 


(b)           in
respect of each Engine, [***] for each Engine Flight Hour that each Engine is
operated during the immediately preceding Reserve Period (all amounts paid from
time to time, pursuant to this clause (c), shall constitute the “Engine
Reserves”);


 


(c)           in
respect of life-limited Part installed on each Engine, [***] for each
Engine Flight Hour that each Engine is operated during the immediately
preceding Reserve Period (all amounts paid from time to time, pursuant to this
clause (b), shall constitute the “Engine LLP Reserves”);


 


(d)           in
respect of the APU, [***] for each Airframe Flight Hour that the Airframe is
operated during the immediately preceding Reserve Period (all amounts paid from
time to time, pursuant to this clause (d), shall constitute the “APU Reserves”);
and


 


(e)           in
respect of the Landing Gear, [***] for each Airframe Flight Hour that the
Airframe is operated during the immediately preceding Reserve Period (all
amounts paid from time to time, pursuant to this clause (e), shall constitute
the “Landing Gear Reserves”; and the Airframe Reserves, the Engine Reserves,
the Engine LLP Reserves, the APU Reserves and the Landing Gear Reserves shall
together constitute the “Maintenance Reserves”).


 


Maintenance Reserves
shall be payable through and including the month in which the Lease is
terminated or expires and the Aircraft and the Returnable Records are returned
to Lessor in accordance with the terms of the Lease. [***]


 










[***] Intentionally omitted as containing confidential information,
which has been filed separately with the Securities and Exchange Commission.


 


5





















 


2.             Adjustment of Maintenance Reserves. The amounts
of the Airframe Reserves, Engine Reserves, Engine LLP Reserves, APU Reserves
and Landing Gear Reserves are based on an average annual sector flight time of [***]
Flight Hours. The amounts of any one or more of such elements of the
Maintenance Reserves shall be increased if, at any time, in Lessor’s reasonable
judgment and taking into account Lessee’s operation of the Aircraft, Lessee’s
operational environment and Lessee’s actual maintenance cost experience, such
Maintenance Reserves are not sufficient to cover the related maintenance costs;
similarly, the amounts of any one or more of such elements of the Maintenance
Reserves shall be reduced if, at any time, upon Lessee’s request for review,
Lessor shall be reasonably satisfied that such Maintenance Reserves are in
excess of the amounts needed to cover the related maintenance costs, taking
into account Lessee’s operation of the Aircraft, Lessee’s operating environment
and Lessee’s actual maintenance cost experience. Lessor shall supply Lessee
with the information on which Lessor bases its conclusion that any such
increase or decrease is warranted.


 


In addition, at the time
an Engine undergoes a shop visit for Performance Restoration during the Term or
the APU undergoes “off the fuselage maintenance” (as defined in clause (d) of
paragraph 3, below) during the Term, the rate for the Performance Restoration
Payments or APU Payments, as the case may be, thereafter payable by Lessee in
respect of the Engines or the APU shall be increased or decreased by Lessor as
necessary to ensure payment by Lessee of an hourly rate sufficient to meet the
projected costs of future Performance Restoration for the Engines and future “off
the fuselage maintenance” for the APU. The amount of such increase or decrease
shall be determined, after taking into account any unused balance of applicable
Performance Restoration Payments or APU Payments, as the case may be, by
reference to the amount obtained by dividing (A) the projected total cost
of the Performance Restoration to be performed for each Engine or “off the
fuselage maintenance” of the APU, as the case may be (which will be based, in
part, on the actual total cost of the Performance Restoration of the Engine
that has undergone a shop visit for Performance Restoration or the actual total
cost of the “off the fuselage maintenance” of the APU, as the case may be, but
escalated as necessary for inflation and adjusted for other cost increases
anticipated for the next Performance Restoration shop visit of each of the
Engines or the “off the fuselage maintenance” of the APU, as the case may be)
by (B) the number of Flight Hours that will, in respect of the next
Performance Restoration shop visit anticipated for the relevant Engine, or the
number of Flight Hours that will, in respect of the next “off the fuselage
maintenance” anticipated for the APU, constitute the industry mean time between
removals for engines or auxiliary power units (as the case may be) of similar
type, age, thrust, characteristics, maintenance status and histories and
operating conditions as such Engine or the APU, as the case may be, as
determined from records maintained by the manufacturer of such equipment on the
basis of the average of the industry mean time between removals over the
immediately preceding twelve (12) months. For example, in respect of the
Engines (but subject to any necessary adjustments to give effect to the other
relevant circumstances), if the total cost incurred for a shop visit for
Performance Restoration for an Engine is [***] and the industry mean time
between removals for similar engines at the time of the next anticipated shop
visit for Performance Restoration for such Engine is [***] Flight


 


6





















 


Hours, the hourly
rate that Lessee will thereafter be required to pay for Performance Restoration
Payments for each Engine will be [***] per Flight Hour.


 


Lessee has advised Lessor
that Lessee has entered into one or more “power by the hour” maintenance
agreements for the Engines and APU with one or more engine and auxiliary power
unit maintenance providers (which may be the Engine manufacturer and the
manufacturer of the APU, but, in any event, will be maintenance providers
reasonably satisfactory to Lessor) and may enter into one or more “power by the
hour” maintenance agreements for the Landing Gear with one or more maintenance
providers (which may be the Landing Gear manufacturer, but in any event, will
be maintenance providers reasonably satisfactory to Lessor). Lessee has
requested Lessor to waive Lessee’s obligation to pay Engine Reserves, Engine
LLP Reserves, APU Reserves and Landing Gear Reserves (if subject to a power by
the hour agreement) for so long as such “power by the hour” maintenance
agreements for the Engines, the APU and the Landing Gear, respectively, are in
force and effect; and Lessor is willing to do [***]


 


7





















 


3.             Drawdowns of Maintenance Reserves. Maintenance
Payments paid by Lessee to Lessor will be reimbursed to Lessee as follows:


 


(a)           if
the Airframe undergoes a scheduled “4C” systems/zonal/structural check, as
defined in the then latest revision of the Boeing Maintenance Planning
Document, or equivalent, performed by an Approved Maintenance Performer, Lessor
will reimburse Lessee, from the then-existing Airframe Reserves, for the actual
cost incurred by Lessee for such check performed on the Airframe and identified
in the then latest revision of the Boeing Maintenance Planning Document;


 


(b)           if
an Engine undergoes a shop visit for Performance Restoration pursuant to Lessee’s
Maintenance Program and the then latest revision of the engine management
program approved by the Engine Manufacturer, performed by an Approved
Maintenance Performer, Lessor will reimburse Lessee, from the then-existing
Engine Reserves in respect of such Engine, for the actual cost incurred by
Lessee for such shop visit for Performance Restoration, excluding the cost of
any life-limited Parts for such Engine or any other costs not constituting
Performance Restoration and, for the avoidance of doubt, Performance
Restoration will not include the cost of removal, shipment or re-installation
of such Engine or any maintenance of components associated with an installed
engine, e.g., quick engine change kits, nose cowls, thrust reversers,
line replaceable units;


 


(c)           if
pursuant to Lessee’s Maintenance Program and the then latest revision of the
engine management program approved by the Engine manufacturer a life-limited Part of
an Engine is required to be replaced, Lessor will reimburse Lessee, from the
then-existing Engine LLP Reserves in respect of such Engine, for the actual
cost incurred by Lessee for the purchase of such replacement life-limited Part,
excluding any credits, rebates or other allowances for any Cycles or time
remaining on the replaced life-limited Part;


 


(d)           if
the APU undergoes “off the fuselage” maintenance (as hereinafter defined)
pursuant to Lessee’s Maintenance Program performed by an Approved Maintenance
Performer, subject to the last sentence of this clause (d), Lessor will
reimburse Lessee, from the then-existing APU Reserves, for the actual cost
incurred by Lessee for such off the fuselage maintenance. “Off the fuselage”
maintenance of the APU means any heavy maintenance of the APU performed by an
Approved Maintenance Performer during a shop visit that requires
teardown/disassembly, to the extent the same results in performance
restoration; provided, however, such maintenance will not include the cost of
removal, shipment or re-installation of the APU or any maintenance of
components associated with an installed auxiliary power unit. Lessor will make
such APU Reserves available to Lessee for the cost of off the fuselage
maintenance of the removed APU: (x) when Lessee reinstalls such APU in the
Airframe following such maintenance or (y) when Lessee replaces such APU with
an auxiliary power unit that meets all requirements of this Lease, including Section B
of this Annex C (determined


 


8





















 


immediately after such
off the fuselage maintenance of the removed APU and on the assumption that the
removed APU had been reinstalled in the Airframe); and


 


(e) if the Landing Gear undergoes a Landing Gear
Overhaul, performed by an Approved Maintenance Performer, Lessor will reimburse
Lessee, from the then-existing Landing Gear Reserves, for the actual costs
incurred by Lessee for such Landing Gear Overhaul.


 


4.             Additional Exclusions from Reimbursement.
Notwithstanding anything in this Section F to the contrary, none of the
Maintenance Reserves will be available to pay for: (A) any maintenance or
Parts replacement required as the result of foreign object damage, operational
misuse, mishandling, faulty maintenance, accidental damage, abuse, modification
or alteration, whether as the result of airworthiness directives, service
bulletins or otherwise, or any cost which is reimbursable from insurance after
due diligence or claims against the manufacturer or repairer of any item of
equipment, or part thereof, in respect of the condition or performance of such
item of equipment, or part thereof, whether based on warranty claims or
otherwise, (B) replacement, repair or rental of engine line replaceable
units (regardless of whether or not such units must be operational for the
repair facility to return an Engine to service), (C) labor at premium
rates, or (D) taxes or shipping and handling charges or the like incurred
in connection with any of the foregoing maintenance or overhaul or purchase of
life-limited Parts; provided that, if, coincident with any repairs necessitated
by foreign object damage, other repairs or maintenance (reimbursable under this
Agreement) are performed, then drawdowns for such other repairs and maintenance
shall be permitted. If Maintenance Reserves are used to pay for the cost of any
maintenance or Life-Limited Parts replacement contemplated in this Section F,
any recoveries from Airframe Manufacturer or Engine Manufacturer, or any
subcontractor, vendor or supplier in respect thereof, shall be paid to Lessor
and added to the appropriate Maintenance Reserves held by Lessor.


 


5.             Procedures for Reimbursement. Prior to performing
any maintenance or overhaul for which Lessee will seek reimbursement under this
Section F, Lessee shall submit to Lessor for approval an estimate of the
cost of such maintenance or overhaul to be performed by an Approved Maintenance
Performer. If Lessor has not objected to the estimate in writing within five Business
Days of receiving such estimates, Lessee may treat such estimate as having been
approved for all purposes hereunder. Estimates and invoices submitted for
maintenance and overhaul work to be paid for out of the applicable Maintenance
Reserves shall contain billing only in respect of the Airframe, the Engine(s),
the APU or the Landing Gear, and shall contain or be accompanied with the
following substantiating data or reasonable equivalent (to the extent such data
is applicable):


 


Invoice


 


(a)                                  work
scope (routine, non-routine, hard time items, materials)


(b)                                 vendor
repair and overhaul instructions


(c)                                  engine
removal message and report


(d)                                 vendor
invoice and billing summary


 


9





















 


(e)                                  customer
engine information


(f)                                    list
of airworthiness directives and service bulletins accomplished during
maintenance visit


(g)                                 insurance
claims submitted


(h)                                 date
of removal


(i)                                     reason
for removal


(j)                                     Flight
Hours and Cycles since last shop visit


(k)                                  data
supporting Lessee payment of invoices must be submitted for reimbursement


(l)                                     FAA
Form 337


(m)                               FAA
8130 Release Tag


(n)                                 vendor
tear down report


(o)                                 current
disk sheet for engine


(p)                                 total
Flight Hours and Cycles since new


 


Provided no Default or
Event of Default has occurred and is continuing, within fifteen (15) Business
Days after receipt of the invoice for such maintenance or overhaul work for the
Airframe, an Engine, the Landing Gear or APU, or for the purchase of an Engine
Life-Limited Part, with the required accompanying data, Lessor will pay the
invoice amount for such maintenance or overhaul, or for the purchase of such
Engine Life-Limited Part, out of the applicable Maintenance Reserves, except
for any amounts which are materially inconsistent with the estimate previously approved
by Lessor (and as to such amounts Lessor and Lessee agree to seek to resolve
any such disputes as expeditiously as possible). In the event the cost of such
overhaul or maintenance, or purchase, exceeds the unused balance of the
applicable Maintenance Reserves theretofore paid to Lessor (determined as of
the date of the applicable reimbursement payment by Lessor), Lessee shall be
solely responsible for and shall promptly pay such excess amount, without
affecting any of Lessee’s other obligations hereunder. [***].


 


LESSOR SHALL HAVE NO DUTY
TO DETERMINE WHETHER ANY ITEM OF EQUIPMENT OR THE APU IS REQUIRED TO BE
OVERHAULED OR MAINTAINED, OR TO OBSERVE OR INSPECT THE MAINTENANCE OF ANY ITEM
OF EQUIPMENT OR APU, AND LESSOR SHALL NOT INCUR ANY LIABILITY OR OBLIGATION BY
REASON OF THE FAILURE OF ANY EQUIPMENT TO BE PROPERLY MAINTAINED OR BY REASON
OF LESSOR’S ELECTION TO OBSERVE OR INSPECT OR NOT TO OBSERVE OR INSPECT ANY
OVERHAUL OR MAINTENANCE OF ANY EQUIPMENT.


 


10





















 


6.                                       [***]


 


7.                                       Monthly
Reports. Together with each monthly payment of Maintenance Reserves, Lessee
shall notify Lessor of the number of Flight Hours and Cycles which have been
accumulated on the Airframe, each Engine and the APU, respectively, during the
preceding calendar month, and Lessee shall provide Lessor with such supporting
or other information and documentation as Lessor may from time to time request.


 


8.                                       Non-Payment
in Event of Default. Any amount referred to in this Section F which is
payable to Lessee shall not be paid to Lessee if at the time of such payment a
Default or an Event of Default shall have occurred and be continuing. In such
event, all such amounts shall continue to be held by Lessor as security for the
performance by Lessee of its obligations under this Lease or, at Lessor’s
option, applied by Lessor toward payment of any of such obligations of Lessee
at the time due hereunder as Lessor may elect. At such time as Lessee shall
have cured all Defaults and Events of Default, all such amounts at the time
held by Lessor which should have been distributed to Lessee under this Section F,
in excess of the amounts, if any, which Lessor shall have elected to apply as
above provided, shall be paid to Lessee.


 


9.                                       Return
of Unused Maintenance Reserves. Upon full performance by Lessee of all its
obligations under this Lease and each of the Related Leases and under each of
the three leases (each relating to a Boeing Model 767-33AER aircraft), between
Owner Participant, as lessor, and Lessee, as lessee, as such leases are
described in Attachment B to the MOU (and as such leases are amended pursuant
to separate agreements between Owner Participant and Lessee entered into
contemporaneously herewith as contemplated in the MOU), and provided that no
Default or Event of Default shall have occurred and be continuing, Lessor shall
return to Lessee, without interest, any Maintenance Reserves then held by
Lessor and remaining unused and unapplied, [***].


 


10.                                 Definitions.
For purposes of the Section F, the following terms shall have the noted
definitions:


 


(a) ”Approved Maintenance Performer” means any
maintenance performer chosen by Lessee and approved by Lessor, which approval
shall not be unreasonably withheld, and holding all necessary approvals of the
Aeronautics Authority for the maintenance tasks to be performed in respect of
the Airframe, Engines, APU or Landing Gear and for the same type airframe,
engine, auxiliary power unit and landing gear, as the case may be, as the
Airframe, Engines, APU and Landing Gear.


 


(b)                                 “Flight
Hour” means: (i) with respect to the Airframe, each hour or part thereof
which elapses from the time the wheels of the Airframe leave the ground on
take-off to the time when the wheels of the Airframe touch the ground on
landing, and (ii) with respect to an Engine or other engine or any Part or
part, including the APU, each hour or part thereof which elapses from the time
the wheels of the airframe, whether or not the Airframe leased hereunder, on
which such Engine or other engine or Part or part


 


11





















 


is installed, leave the
ground on takeoff to the time when the wheels of such airframe touch the ground
on landing.


 


(c)                                  “Landing
Gear” means (a) each of the following landing gear assemblies,
identified by serial number UNJ050 and (b) any landing gear assembly
substituted for any such identified landing gear assembly in accordance with
this Agreement.


 


(d)                                 “Landing
Gear Overhaul” means any full overhaul of any Landing Gear to essentially
full manufacturer specification and operating condition, and, for the avoidance
of doubt, “full overhaul” does not mean only the replacement, repair or
overhaul of any rotable components, any cleaning or replacement of seals, any
repair of brakes, wheels or tires, brake rods, struts or braces, in each case,
that occurs any more frequently than a full overhaul.


 


(e)                                  “Performance
Restoration” of an Engine means heavy maintenance for such Engine performed
by an Approved Maintenance Performer during a shop visit that requires the
teardown/disassembly and refurbishment of the HPC and HPT modules of such
Engine, and the inspection, teardown/disassembly and repair or refurbishment as
and if required of each of the other modules of such Engine, that results in
full performance restoration (within Engine manufacturer’s limits) of such
Engine.


 


(f)                                    “Reserve
Period” means (a) in the case of the first payment of Maintenance
Reserves, the calendar month of April, 2005, (b) in the case of each
succeeding required payment of Maintenance Reserves (other than the last such
payment), the calendar month immediately preceding the month in which such
payment of Maintenance Reserves is required to be made, and (c) in the
case of the last payment of Maintenance Reserves, the period from the end of
the preceding calendar month to, and including, the last day of the Lease Term.


 


12





















 


Schedule 2


Basic Rent Payments


AMENDMENT NO. 1 TO


LEASE AGREEMENT N475HA


 


BASIC RENT PAYMENTS


 


	
   

  	
   

  	
  Column 1

  	
   

  	
  Column 2

  	
   

  
	
  Payment Date

  	
   

  	
  Basic Rent

  	
   

  	
  Rent Allocable for Period From
  and

  Including Last Preceding Payment

  Date Through and Excluding

  Specified Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  January 1, 2004

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  March 15, 2004

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  April 16, 2004

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  June 2, 2004

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  July 1, 2004

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  August 1, 2004

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  September 1, 2004

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  October 1, 2004

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  November 1, 2004

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  December 1, 2004

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  January 1, 2005

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  February 1, 2005

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  March 1, 2005

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  April 1, 2005

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  May 1, 2005

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  June 1, 2005

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  July 1, 2005

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  August 1, 2005

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  September 1, 2005

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  October 1, 2005

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  November 1, 2005

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  December 1, 2005

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  January 1, 2006

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  February 1, 2006

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  March 1, 2006

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  April 1, 2006

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  May 1, 2006

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  June 1, 2006

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  July 1, 2006

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  August 1, 2006

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  September 1, 2006

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  October 1, 2006

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  November 1, 2006

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  December 1, 2006

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  January 1, 2007

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  February 1, 2007

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  March 1, 2007

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  April 1, 2007

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  May 1, 2007

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  June 1, 2007

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  July 1, 2007

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  August 1, 2007

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  September 1, 2007

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  October 1, 2007

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  



 










[***] Intentionally omitted as containing confidential information,
which has been filed separately with the Securities and Exchange Commission.


 


1





















 


	
   

  	
   

  	
  Column 1

  	
   

  	
  Column 2

  	
   

  
	
  Payment Date

  	
   

  	
  Basic Rent

  	
   

  	
  Rent Allocable for Period From
  and

  Including Last Preceding Payment

  Date Through and Excluding

  Specified Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  November 1, 2007

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  December 1, 2007

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  January 1, 2008

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  February 1, 2008

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  March 1, 2008

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  April 1, 2008

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  May 1, 2008

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  June 1, 2008

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  July 1, 2008

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  August 1, 2008

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  September 1, 2008

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  October 1, 2008

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  November 1, 2008

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  December 1, 2008

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  January 1, 2009

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  February 1, 2009

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  March 1, 2009

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  April 1, 2009

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  May 1, 2009

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  June 1, 2009

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  July 1, 2009

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  August 1, 2009

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  September 1, 2009

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  October 1, 2009

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  November 1, 2009

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  December 1, 2009

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  January 1, 2010

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  February 1, 2010

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  March 1, 2010

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  April 1, 2010

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  May 1, 2010

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  June 1, 2010

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  July 1, 2010

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  August 1, 2010

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  September 1, 2010

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  October 1, 2010

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  November 1, 2010

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  December 1, 2010

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  January 1, 2011

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  February 1, 2011

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  March 1, 2011

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  April 1, 2011

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  May 1, 2011

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  June 1, 2011

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  



 


2





















 


	
   

  	
   

  	
  Column 1

  	
   

  	
  Column 2

  	
   

  
	
  Payment Date

  	
   

  	
  Basic Rent

  	
   

  	
  Rent Allocable for Period From
  and

  Including Last Preceding Payment

  Date Through and Excluding

  Specified Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  July 1, 2011

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  August 1, 2011

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  September 1, 2011

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  October 1, 2011

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  November 1, 2011

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  ‘ December 1, 2011

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  January 1, 2012

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  February 1, 2012

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  March 1, 2012

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  April 1, 2012

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  May 1, 2012

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  June 1, 2012

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  July 1, 2012

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  August 1, 2012

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  September 1, 2012

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  October 1, 2012

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  November 1, 2012

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  December 1, 2012

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  January 1, 2013

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  February 1, 2013

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  March 1, 2013

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  April 1, 2013

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  May 1, 2013

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  June 1, 2013

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  July 1, 2013

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  August 1, 2013

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  September 1, 2013

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  October 1, 2013

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  November 1, 2013

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  December 1, 2013

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  January 1, 2014

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  February 1, 2014

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  March 1, 2014

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  April 1, 2014

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  May 1, 2014

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  June 1, 2014

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  July 1, 2014

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  August 1, 2014

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  September 1, 2014

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  October 1, 2014

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  November 1, 2014

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  December 1, 2014

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  January 1, 2015

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  February 1, 2015

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  



 


3





















 


	
   

  	
   

  	
  Column 1

  	
   

  	
  Column 2

  	
   

  
	
  Payment Date

  	
   

  	
  Basic Rent

  	
   

  	
  Rent Allocable for Period From
  and

  Including Last Preceding Payment

  Date Through and Excluding

  Specified Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  March 1, 2015

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  April 1, 2015

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  May 1, 2015

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  June 1, 2015

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  July 1, 2015

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  August 1, 2015

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  September 1, 2015

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  October 1, 2015

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  November 1, 2015

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  December 1, 2015

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  January 1, 2016

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  February 1, 2016

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  March 1, 2016

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  April 1, 2016

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  May 1, 2016

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  June 1, 2016

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  July 1, 2016

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  August 1, 2016

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  September 1, 2016

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  October 1, 2016

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  November 1, 2016

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  December 1, 2016

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  January 1, 2017

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  February 1, 2017

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  March 1, 2017

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  April 1, 2017

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  May 1, 2017

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  June 1, 2017

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  July 1, 2017

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  August 1, 2017

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  September 1, 2017

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  October 1, 2017

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  November 1, 2017

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  December 1, 2017

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  January 1, 2018

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  February 1, 2018

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  March 1, 2018

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  April 1, 2018

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  May 1, 2018

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  June 1, 2018

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  July 1, 2018

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  August 1, 2018

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  September 1, 2018

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  October 1, 2018

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  



 


4





















 


	
   

  	
   

  	
  Column 1

  	
   

  	
  Column 2

  	
   

  
	
  Payment Date

  	
   

  	
  Basic Rent

  	
   

  	
  Rent Allocable for Period From
  and

  Including Last Preceding Payment

  Date Through and Excluding

  Specified Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  November 1, 2018

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  December 1, 2018

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  January 1, 2019

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  February 1, 2019

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  February 28, 2019

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  



 


5





















 


Schedule 2(b)


467 LOAN SCHEDULE


AMENDMENT NO. 1 TO


LEASE AGREEMENT N475HA


 


467 LOAN SCHEDULE


 


	
  Date

  	
   

  	
  Lessor 467

  Loan Balance

  	
   

  	
  Lessor 467

  Loan Interest

  	
   

  	
  Lessee 467

  Loan Balance

  	
   

  	
  Lessee 467

  Loan Interest

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  January 1, 2004

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  March 15, 2004

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  April 16, 2004

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  June 2, 2004

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  July 1, 2004

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  August 1, 2004

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  September 1, 2004

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  October 1, 2004

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  November 1, 2004

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  December 1, 2004

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  January 1, 2005

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  February 1, 2005

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  March 1, 2005

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  April 1, 2005

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  May 1, 2005

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  June 1, 2005

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  July 1, 2005

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  August 1, 2005

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  September 1, 2005

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  October 1, 2005

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  November 1, 2005

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  December 1, 2005

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  January 1, 2006

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  February 1, 2006

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  March 1, 2006

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  April 1, 2006

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  May 1, 2006

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  June I, 2006

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  July 1, 2006

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  August 1, 2006

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  September 1, 2006

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  October 1, 2006

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  November 1, 2006

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  December 1, 2006

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  January 1, 2007

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  February 1, 2007

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  March 1, 2007

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  April 1, 2007

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  May 1, 2007

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  June 1, 2007

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  July 1, 2007

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  August 1, 2007

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  September 1, 2007

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  October 1, 2007

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  November 1, 2007

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  December 1, 2007

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  January 1, 2008

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  



 










[***] Intentionally omitted as containing confidential information,
which has been filed separately with the Securities and Exchange Commission.


 


1





















 


	
  Date

  	
   

  	
  Lessor 467

  Loan Balance

  	
   

  	
  Lessor 467

  Loan Interest

  	
   

  	
  Lessee 467

  Loan Balance

  	
   

  	
  Lessee 467

  Loan Interest

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  February 1, 2008

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  March 1, 2008

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  April 1, 2008

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  May 1, 2008

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  June 1, 2008

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  July 1, 2008

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  August 1, 2008

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  September 1, 2008

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  October 1, 2008

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  November 1, 2008

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  December 1, 2008

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  January 1, 2009

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  February 1, 2009

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  March 1, 2009

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  April 1, 2009

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  May 1, 2009

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  June 1, 2009

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  July 1, 2009

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  August 1, 2009

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  September 1, 2009

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  October 1, 2009

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  November 1, 2009

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  December 1, 2009

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  January 1, 2010

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  February 1, 2010

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  March 1, 2010

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  April 1, 2010

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  May 1, 2010

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  June 1, 2010

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  July 1, 2010

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  August 1, 2010

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  September 1, 2010

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  October 1, 2010

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  November 1, 2010

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  December 1, 2010

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  January 1, 2011

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  February 1, 2011

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  March 1, 2011

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  April 1, 2011

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  May 1, 2011

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  June 1, 2011

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  July 1, 2011

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  August 1, 2011

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  September 1, 2011

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  October 1, 2011

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  November 1, 2011

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  December 1, 2011

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  



 


2





















 


	
  Date

  	
   

  	
  Lessor 467

  Loan Balance

  	
   

  	
  Lessor 467

  Loan Interest

  	
   

  	
  Lessee 467

  Loan Balance

  	
   

  	
  Lessee 467

  Loan Interest

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  January I, 2012

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  February 1, 2012

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  March 1, 2012

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  April 1, 2012

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  May 1, 2012

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  June 1, 2012

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  July 1, 2012

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  August 1, 2012

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  September 1, 2012

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  October 1, 2012

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  November 1, 2012

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  December 1, 2012

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  January 1, 2013

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  February 1, 2013

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  March 1, 2013

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  April 1, 2013

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  May 1, 2013

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  June 1, 2013

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  July 1, 2013

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  August 1, 2013

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  September 1, 2013

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  October 1, 2013

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  November 1, 2013

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  December 1, 2013

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  January 1, 2014

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  February 1, 2014

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  March 1, 2014

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  April 1, 2014

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  May 1, 2014

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  June 1, 2014

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  July 1, 2014

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  August 1, 2014

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  September 1, 2014

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  October 1, 2014

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  November 1, 2014

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  December 1, 2014

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  January 1, 2015

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  February 1, 2015

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  March 1, 2015

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  April 1, 2015

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  May 1, 2015

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  June 1, 2015

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  July 1, 2015

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  August 1, 2015

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  September 1, 2015

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  October 1, 2015

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  November 1, 2015

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  



 


3





















 


	
  Date

  	
   

  	
  Lessor 467

  Loan Balance

  	
   

  	
  Lessor 467

  Loan Interest

  	
   

  	
  Lessee 467

  Loan Balance

  	
   

  	
  Lessee 467

  Loan Interest

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  December 1, 2015

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  January 1, 2016

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  February 1, 2016

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  March 1, 2016

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  April 1, 2016

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  May 1, 2016

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  June 1, 2016

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  July 1, 2016

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  August 1, 2016

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  September 1, 2016

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  October 1, 2016

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  November 1, 2016

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  December 1, 2016

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  January 1, 2017

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  February 1, 2017

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  March 1, 2017

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  April 1, 2017

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  May 1, 2017

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  June 1, 2017

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  July 1, 2017

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  August 1, 2017

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  September 1, 2017

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  October 1, 2017

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  November 1, 2017

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  December 1, 2017

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  January 1, 2018

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  February I, 2018

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  March 1, 2018

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  April 1, 2018

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  May 1, 2018

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  June 1, 2018

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  July 1, 2018

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  August 1, 2018

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  September 1, 2018

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  October 1, 2018

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  November 1, 2018

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  December 1, 2018

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  January 1, 2019

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  February 1, 2019

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  February 28, 2019

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  



 


4





















 


Schedule 3


STIPULATED LOSS VALUE


AMENDMENT NO. 1 TO


LEASE AGREEMENT N475HA


 


STIPULATED LOSS VALUE


 


	
  Stipulated

  Loss Value Date

  	
   

  	
  Stipulated

  Loss Value

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  October 1, 2004

  	
   

  	
  [***]

  	
   

  
	
  November 1, 2004

  	
   

  	
  [***]

  	
   

  
	
  December 1, 2004

  	
   

  	
  [***]

  	
   

  
	
  January 1, 2005

  	
   

  	
  [***]

  	
   

  
	
  February 1, 2005

  	
   

  	
  [***]

  	
   

  
	
  March 1, 2005

  	
   

  	
  [***]

  	
   

  
	
  April 1, 2005

  	
   

  	
  [***]

  	
   

  
	
  May 1, 2005

  	
   

  	
  [***]

  	
   

  
	
  June 1, 2005

  	
   

  	
  [***]

  	
   

  
	
  July 1, 2005

  	
   

  	
  [***]

  	
   

  
	
  August 1, 2005

  	
   

  	
  [***]

  	
   

  
	
  September 1, 2005

  	
   

  	
  [***]

  	
   

  
	
  October 1, 2005

  	
   

  	
  [***]

  	
   

  
	
  November 1, 2005

  	
   

  	
  [***]

  	
   

  
	
  December 1, 2005

  	
   

  	
  [***]

  	
   

  
	
  January 1, 2006

  	
   

  	
  [***]

  	
   

  
	
  February 1, 2006

  	
   

  	
  [***]

  	
   

  
	
  March 1, 2006

  	
   

  	
  [***]

  	
   

  
	
  April 1, 2006

  	
   

  	
  [***]

  	
   

  
	
  May 1, 2006

  	
   

  	
  [***]

  	
   

  
	
  June 1, 2006

  	
   

  	
  [***]

  	
   

  
	
  July 1, 2006

  	
   

  	
  [***]

  	
   

  
	
  August 1, 2006

  	
   

  	
  [***]

  	
   

  
	
  September 1, 2006

  	
   

  	
  [***]

  	
   

  
	
  October 1, 2006

  	
   

  	
  [***]

  	
   

  
	
  November 1, 2006

  	
   

  	
  [***]

  	
   

  
	
  December 1, 2006

  	
   

  	
  [***]

  	
   

  
	
  January 1, 2007

  	
   

  	
  [***]

  	
   

  
	
  February 1, 2007

  	
   

  	
  [***]

  	
   

  
	
  March 1, 2007

  	
   

  	
  [***]

  	
   

  
	
  April 1, 2007

  	
   

  	
  [***]

  	
   

  
	
  May 1, 2007

  	
   

  	
  [***]

  	
   

  
	
  June 1, 2007

  	
   

  	
  [***]

  	
   

  
	
  July 1, 2007

  	
   

  	
  [***]

  	
   

  
	
  August 1, 2007

  	
   

  	
  [***]

  	
   

  
	
  September 1, 2007

  	
   

  	
  [***]

  	
   

  
	
  October 1, 2007

  	
   

  	
  [***]

  	
   

  
	
  November 1, 2007

  	
   

  	
  [***]

  	
   

  
	
  December 1, 2007

  	
   

  	
  [***]

  	
   

  
	
  January 1, 2008

  	
   

  	
  [***]

  	
   

  
	
  February 1, 2008

  	
   

  	
  [***]

  	
   

  
	
  March 1, 2008

  	
   

  	
  [***]

  	
   

  
	
  April 1, 2008

  	
   

  	
  [***]

  	
   

  
	
  May 1, 2008

  	
   

  	
  [***]

  	
   

  
	
  June 1, 2008

  	
   

  	
  [***]

  	
   

  
	
  July 1, 2008

  	
   

  	
  [***]

  	
   

  



 


The amount of any outstanding Lessor 467 Loan Balance and/or any
outstanding Lessee 467 Loan Balance are not included in Stipulated Loss Value
amounts


 










[***] Intentionally omitted as containing confidential information,
which has been filed separately with the Securities and Exchange Commission.


 


1





















 


	
  Stipulated

  Loss Value Date

  	
   

  	
  Stipulated

  Loss Value

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  August 1, 2008

  	
   

  	
  [***]

  	
   

  
	
  September 1, 2008

  	
   

  	
  [***]

  	
   

  
	
  October 1, 2008

  	
   

  	
  [***]

  	
   

  
	
  November 1, 2008

  	
   

  	
  [***]

  	
   

  
	
  December 1, 2008

  	
   

  	
  [***]

  	
   

  
	
  January 1, 2009

  	
   

  	
  [***]

  	
   

  
	
  February 1, 2009

  	
   

  	
  [***]

  	
   

  
	
  March 1, 2009

  	
   

  	
  [***]

  	
   

  
	
  April 1, 2009

  	
   

  	
  [***]

  	
   

  
	
  May 1, 2009

  	
   

  	
  [***]

  	
   

  
	
  June 1, 2009

  	
   

  	
  [***]

  	
   

  
	
  July 1, 2009

  	
   

  	
  [***]

  	
   

  
	
  August 1, 2009

  	
   

  	
  [***]

  	
   

  
	
  September 1, 2009

  	
   

  	
  [***]

  	
   

  
	
  October 1, 2009

  	
   

  	
  [***]

  	
   

  
	
  November 1, 2009

  	
   

  	
  [***]

  	
   

  
	
  December 1, 2009

  	
   

  	
  [***]

  	
   

  
	
  January 1, 2010

  	
   

  	
  [***]

  	
   

  
	
  February 1, 2010

  	
   

  	
  [***]

  	
   

  
	
  March 1, 2010

  	
   

  	
  [***]

  	
   

  
	
  April 1, 2010

  	
   

  	
  [***]

  	
   

  
	
  May 1, 2010

  	
   

  	
  [***]

  	
   

  
	
  June 1, 2010

  	
   

  	
  [***]

  	
   

  
	
  July 1, 2010

  	
   

  	
  [***]

  	
   

  
	
  August 1, 2010

  	
   

  	
  [***]

  	
   

  
	
  September 1, 2010

  	
   

  	
  [***]

  	
   

  
	
  October 1, 2010

  	
   

  	
  [***]

  	
   

  
	
  November 1, 2010

  	
   

  	
  [***]

  	
   

  
	
  December 1, 2010

  	
   

  	
  [***]

  	
   

  
	
  January 1, 2011

  	
   

  	
  [***]

  	
   

  
	
  February 1, 2011

  	
   

  	
  [***]

  	
   

  
	
  March 1, 2011

  	
   

  	
  [***]

  	
   

  
	
  April 1, 2011

  	
   

  	
  [***]

  	
   

  
	
  May 1, 2011

  	
   

  	
  [***]

  	
   

  
	
  June 1, 2011

  	
   

  	
  [***]

  	
   

  
	
  July 1, 2011

  	
   

  	
  [***]

  	
   

  
	
  August 1, 2011

  	
   

  	
  [***]

  	
   

  
	
  September 1, 2011

  	
   

  	
  [***]

  	
   

  
	
  October 1, 2011

  	
   

  	
  [***]

  	
   

  
	
  November 1, 2011

  	
   

  	
  [***]

  	
   

  
	
  December 1, 2011

  	
   

  	
  [***]

  	
   

  
	
  January 1, 2012

  	
   

  	
  [***]

  	
   

  
	
  February 1, 2012

  	
   

  	
  [***]

  	
   

  
	
  March 1, 2012

  	
   

  	
  [***]

  	
   

  
	
  April 1, 2012

  	
   

  	
  [***]

  	
   

  
	
  May 1, 2012

  	
   

  	
  [***]

  	
   

  



 


The amount of any outstanding Lessor 467 Loan Balance and/or any
outstanding Lessee 467 Loan Balance are not included in Stipulated Loss Value
amounts


 


2





















 


	
  Stipulated

  Loss Value Date

  	
   

  	
  Stipulated

  Loss Value

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  June 1, 2012

  	
   

  	
  [***]

  	
   

  
	
  July 1, 2012

  	
   

  	
  [***]

  	
   

  
	
  August 1, 2012

  	
   

  	
  [***]

  	
   

  
	
  September 1, 2012

  	
   

  	
  [***]

  	
   

  
	
  October 1, 2012

  	
   

  	
  [***]

  	
   

  
	
  November 1, 2012

  	
   

  	
  [***]

  	
   

  
	
  December 1, 2012

  	
   

  	
  [***]

  	
   

  
	
  January 1, 2013

  	
   

  	
  [***]

  	
   

  
	
  February 1, 2013

  	
   

  	
  [***]

  	
   

  
	
  March I, 2013

  	
   

  	
  [***]

  	
   

  
	
  April 1, 2013

  	
   

  	
  [***]

  	
   

  
	
  May 1, 2013

  	
   

  	
  [***]

  	
   

  
	
  June 1, 2013

  	
   

  	
  [***]

  	
   

  
	
  July 1, 2013

  	
   

  	
  [***]

  	
   

  
	
  August 1, 2013

  	
   

  	
  [***]

  	
   

  
	
  September 1, 2013

  	
   

  	
  [***]

  	
   

  
	
  October 1, 2013

  	
   

  	
  [***]

  	
   

  
	
  November 1, 2013

  	
   

  	
  [***]

  	
   

  
	
  December 1, 2013

  	
   

  	
  [***]

  	
   

  
	
  January 1, 2014

  	
   

  	
  [***]

  	
   

  
	
  February 1, 2014

  	
   

  	
  [***]

  	
   

  
	
  March 1, 2014

  	
   

  	
  [***]

  	
   

  
	
  April 1, 2014

  	
   

  	
  [***]

  	
   

  
	
  May 1, 2014

  	
   

  	
  [***]

  	
   

  
	
  June 1, 2014

  	
   

  	
  [***]

  	
   

  
	
  July 1, 2014

  	
   

  	
  [***]

  	
   

  
	
  August 1, 2014

  	
   

  	
  [***]

  	
   

  
	
  September 1, 2014

  	
   

  	
  [***]

  	
   

  
	
  October 1, 2014

  	
   

  	
  [***]

  	
   

  
	
  November 1, 2014

  	
   

  	
  [***]

  	
   

  
	
  December 1, 2014

  	
   

  	
  [***]

  	
   

  
	
  January 1, 2015

  	
   

  	
  [***]

  	
   

  
	
  February 1, 2015

  	
   

  	
  [***]

  	
   

  
	
  March 1, 2015

  	
   

  	
  [***]

  	
   

  
	
  April 1, 2015

  	
   

  	
  [***]

  	
   

  
	
  May 1, 2015

  	
   

  	
  [***]

  	
   

  
	
  June 1, 2015

  	
   

  	
  [***]

  	
   

  
	
  July 1, 2015

  	
   

  	
  [***]

  	
   

  
	
  August 1, 2015

  	
   

  	
  [***]

  	
   

  
	
  September 1, 2015

  	
   

  	
  [***]

  	
   

  
	
  October 1, 2015

  	
   

  	
  [***]

  	
   

  
	
  November 1, 2015

  	
   

  	
  [***]

  	
   

  
	
  December 1, 2015

  	
   

  	
  [***]

  	
   

  
	
  January 1, 2016

  	
   

  	
  [***]

  	
   

  
	
  February 1, 2016

  	
   

  	
  [***]

  	
   

  
	
  March 1, 2016

  	
   

  	
  [***]

  	
   

  



 


The amount of any outstanding Lessor 467 Loan Balance and/or any
outstanding Lessee 467 Loan Balance are not included in Stipulated Loss Value
amounts


 


3





















 


	
  Stipulated

  Loss Value Date

  	
   

  	
  Stipulated

  Loss Value

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  April 1, 2016

  	
   

  	
  [***]

  	
   

  
	
  May 1, 2016

  	
   

  	
  [***]

  	
   

  
	
  June 1, 2016

  	
   

  	
  [***]

  	
   

  
	
  July 1, 2016

  	
   

  	
  [***]

  	
   

  
	
  August 1, 2016

  	
   

  	
  [***]

  	
   

  
	
  September 1, 2016

  	
   

  	
  [***]

  	
   

  
	
  October 1, 2016

  	
   

  	
  [***]

  	
   

  
	
  November 1, 2016

  	
   

  	
  [***]

  	
   

  
	
  December 1, 2016

  	
   

  	
  [***]

  	
   

  
	
  January 1, 2017

  	
   

  	
  [***]

  	
   

  
	
  February 1, 2017

  	
   

  	
  [***]

  	
   

  
	
  March 1, 2017

  	
   

  	
  [***]

  	
   

  
	
  April 1, 2017

  	
   

  	
  [***]

  	
   

  
	
  May 1, 2017

  	
   

  	
  [***]

  	
   

  
	
  June 1, 2017

  	
   

  	
  [***]

  	
   

  
	
  July 1, 2017

  	
   

  	
  [***]

  	
   

  
	
  August 1, 2017

  	
   

  	
  [***]

  	
   

  
	
  September 1, 2017

  	
   

  	
  [***]

  	
   

  
	
  October 1, 2017

  	
   

  	
  [***]

  	
   

  
	
  November 1, 2017

  	
   

  	
  [***]

  	
   

  
	
  December 1, 2017

  	
   

  	
  [***]

  	
   

  
	
  January 1, 2018

  	
   

  	
  [***]

  	
   

  
	
  February 1, 2018

  	
   

  	
  [***]

  	
   

  
	
  March 1, 2018

  	
   

  	
  [***]

  	
   

  
	
  April 1, 2018

  	
   

  	
  [***]

  	
   

  
	
  May 1, 2018

  	
   

  	
  [***]

  	
   

  
	
  June 1, 2018

  	
   

  	
  [***]

  	
   

  
	
  July 1, 2018

  	
   

  	
  [***]

  	
   

  
	
  August 1, 2018

  	
   

  	
  [***]

  	
   

  
	
  September 1, 2018

  	
   

  	
  [***]

  	
   

  
	
  October 1, 2018

  	
   

  	
  [***]

  	
   

  
	
  November 1, 2018

  	
   

  	
  [***]

  	
   

  
	
  December 1, 2018

  	
   

  	
  [***]

  	
   

  
	
  January 1, 2019

  	
   

  	
  [***]

  	
   

  
	
  February 1, 2019

  	
   

  	
  [***]

  	
   

  
	
  February 28, 2019

  	
   

  	
  [***]

  	
   

  



 










[***] Intentionally omitted as containing confidential information,
which has been filed separately with the Securities and Exchange Commission.


 


The amount of any outstanding Lessor 467 Loan Balance and/or any
outstanding Lessee 467 Loan Balance are not included in Stipulated Loss Value
amounts


 


4





















 


Schedule 4 - Part A


TERMINATION VALUE


AMENDMENT NO. 1 TO


LEASE AGREEMENT N475HA


 


TERMINATION VALUE


 


	
  Termination

  Value Date

  	
   

  	
  Column 1

  Termination

  Value

  	
   

  	
  Column 2

  Termination

  Value

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  October 1, 2004

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  November 1, 2004

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  December 1, 2004

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  January 1, 2005

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  February 1, 2005

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  March 1, 2005

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  April 1, 2005

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  May 1, 2005

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  June 1, 2005

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  July 1, 2005

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  August 1, 2005

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  September 1, 2005

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  October 1, 2005

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  November 1, 2005

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  December 1, 2005

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  January 1, 2006

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  February 1, 2006

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  March 1, 2006

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  April 1, 2006

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  May 1, 2006

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  June 1, 2006

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  July 1, 2006

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  August 1, 2006

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  September 1, 2006

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  October 1, 2006

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  November 1, 2006

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  December 1, 2006

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  January 1, 2007

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  February 1, 2007

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  March 1, 2007

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  April 1, 2007

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  May 1, 2007

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  June 1, 2007

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  July 1, 2007

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  August 1, 2007

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  September 1, 2007

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  October 1, 2007

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  November 1, 2007

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  December 1, 2007

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  January 1, 2008

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  February 1, 2008

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  March 1, 2008

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  April 1, 2008

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  May 1, 2008

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  June 1, 2008

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  July 1, 2008

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  



 


The amount of any
outstanding Lessor 467 Loan Balance and/or any outstanding Lessee 467 Loan
Balance are not included


in Termination Value amounts


 










[***] Intentionally omitted as containing confidential information,
which has been filed separately with the Securities and Exchange Commission.


 


1





















 


	
  Termination

  Value Date

  	
   

  	
  Column 1

  Termination

  Value

  	
   

  	
  Column 2

  Termination

  Value

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  August 1, 2008

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  September 1, 2008

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  October 1, 2008

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  November 1, 2008

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  December 1, 2008

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  January 1, 2009

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  February 1, 2009

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  March 1, 2009

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  April 1, 2009

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  May 1, 2009

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  June 1, 2009

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  July 1, 2009

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  August 1, 2009

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  September 1, 2009

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  October 1, 2009

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  November 1, 2009

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  December 1, 2009

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  January 1, 2010

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  February 1, 2010

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  March 1, 2010

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  April 1, 2010

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  May 1, 2010

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  June 1, 2010

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  July 1, 2010

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  August 1, 2010

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  September 1, 2010

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  October 1, 2010

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  November 1, 2010

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  December 1, 2010

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  January 1, 2011

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  February 1, 2011

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  March 1, 2011

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  April I, 2011

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  May 1, 2011

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  June 1, 2011

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  July 1, 2011

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  August 1, 2011

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  September 1, 2011

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  October 1, 2011

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  November 1, 2011

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  December 1, 2011

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  January 1, 2012

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  February 1, 2012

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  March 1, 2012

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  April 1, 2012

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  May 1, 2012

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  



 


The amount of any
outstanding Lessor 467 Loan Balance and/or any outstanding Lessee 467 Loan
Balance are not included


in Termination Value amounts


 


2





















 


	
  Termination

  Value Date

  	
   

  	
  Column 1

  Termination

  Value

  	
   

  	
  Column 2

  Termination

  Value

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  June 1, 2012

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  July 1, 2012

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  August 1, 2012

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  September 1, 2012

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  October 1, 2012

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  November 1, 2012

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  December 1, 2012

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  January 1, 2013

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  February 1, 2013

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  March 1, 2013

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  April 1, 2013

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  May I, 2013

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  June 1, 2013

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  July 1, 2013

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  August 1, 2013

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  September 1, 2013

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  October 1, 2013

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  November 1, 2013

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  December 1, 2013

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  January 1, 2014

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  February 1, 2014

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  March 1, 2014

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  April 1, 2014

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  May 1, 2014

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  June 1, 2014

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  July 1, 2014

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  August 1, 2014

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  September 1, 2014

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  October 1, 2014

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  November 1, 2014

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  December 1, 2014

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  January 1, 2015

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  February 1, 2015

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  March 1, 2015

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  April 1, 2015

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  May 1, 2015

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  June 1, 2015

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  July 1, 2015

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  August 1, 2015

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  September 1, 2015

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  October 1, 2015

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  November 1, 2015

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  December 1, 2015

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  January 1, 2016

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  February 1, 2016

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  March 1, 2016

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  



 


The amount of any
outstanding Lessor 467 Loan Balance and/or any outstanding Lessee 467 Loan
Balance are not included


in Termination Value amounts


 


3





















 


	
  Termination

  Value Date

  	
   

  	
  Column 1

  Termination

  Value

  	
   

  	
  Column 2

  Termination

  Value

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  April 1, 2016

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  May 1, 2016

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  June 1, 2016

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  July 1, 2016

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  August 1, 2016

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  September 1, 2016

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  October 1, 2016

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  November 1, 2016

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  December 1, 2016

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  January 1, 2017

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  February 1, 2017

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  March 1, 2017

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  April 1, 2017

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  May 1, 2017

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  June 1, 2017

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  July 1, 2017

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  August 1, 2017

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  September 1, 2017

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  October 1, 2017

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  November 1, 2017

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  December 1, 2017

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  January 1, 2018

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  February 1, 2018

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  March 1, 2018

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  April 1, 2018

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  May 1, 2018

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  June 1, 2018

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  July 1, 2018

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  August 1, 2018

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  September 1, 2018

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  October 1, 2018

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  November 1, 2018

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  December 1, 2018

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  January 1, 2019

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  February 1, 2019

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  February 28, 2019

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  



 


The amount of any
outstanding Lessor 467 Loan Balance and/or any outstanding Lessee 467 Loan
Balance are not included


in Termination Value amounts


 


4





















 


Schedule 4 - Part B


 


Intentionally omitted as containing confidential information, which has
been filed separately with the Securities and Exchange Commission.


 





















 


Schedule 5


NOTIONAL DEBT AMORTIZATION


AMENDMENT NO. 1 TO


LEASE AGREEMENT N475HA


 


NOTIONAL DEBT AMORTIZATION


 


Interest Rate:                         [***]


 


	
  Date

  	
   

  	
  Takedown

  	
   

  	
  Interest

  	
   

  	
  Principal

  	
   

  	
  Debt Service

  	
   

  	
  Balance

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  October 1, 2004

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  November 1, 2004

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  December 1, 2004

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  January 1, 2005

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  February 1, 2005

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  March 1, 2005

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  April 1, 2005

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  May 1, 2005

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  June 1, 2005

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  July 1, 2005

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  August 1, 2005

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  September 1, 2005

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  October 1, 2005

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  November 1, 2005

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  December 1, 2005

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  January 1, 2006

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  February 1, 2006

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  March 1, 2006

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  April 1, 2006

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  May 1, 2006

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  June 1, 2006

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  July 1, 2006

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  August 1, 2006

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  September 1, 2006

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  October 1, 2006

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  November 1, 2006

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  December 1, 2006

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  January 1, 2007

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  February 1, 2007

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  March 1, 2007

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  April 1, 2007

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  May 1, 2007

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  June 1, 2007

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  July 1, 2007

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  August 1, 2007

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  September 1, 2007

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  October 1, 2007

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  November 1, 2007

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  December 1, 2007

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  January 1, 2008

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  February 1, 2008

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  March 1, 2008

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  April 1, 2008

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  May 1, 2008

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  



 










[***] Intentionally omitted as containing confidential information,
which has been filed separately with the Securities and Exchange Commission.


 


1





















 


	
  Date

  	
   

  	
  Takedown

  	
   

  	
  Interest

  	
   

  	
  Principal

  	
   

  	
  Debt Service

  	
   

  	
  Balance

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  June 1, 2008

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  July 1, 2008

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  August 1, 2008

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  September 1, 2008

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  October 1, 2008

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  November 1, 2008

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  December 1, 2008

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  January 1, 2009

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  February 1, 2009

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  March 1, 2009

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  April 1, 2009

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  May 1, 2009

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  June 1, 2009

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  July 1, 2009

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  August 1, 2009

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  Sep*ae wber 1, 2009

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  October 1, 2009

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  November 1, 2009

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  December 1, 2009

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  January 1, 2010

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  February 1, 2010

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  March 1, 2010

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  April 1, 2010

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  May 1, 2010

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  June 1, 2010

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  July 1, 2010

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  August 1, 2010

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  September 1, 2010

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  October 1, 2010

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  November 1, 2010

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  December 1, 2010

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  January 1, 2011

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  February 1; 2011

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  March 1, 2011

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  April 1, 2011

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  May 1,2011

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  June 1, 2011

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  July 1, 2011

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  August 1, 2011

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  September 1, 2011

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  October 1, 2011

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  November 1, 2011

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  December 1, 2011

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  January 1, 2012

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  February 1, 2012

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  March 1, 2012

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  April 1, 2012

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  



 


2





















 


	
  Date

  	
   

  	
  Takedown

  	
   

  	
  Interest

  	
   

  	
  Principal

  	
   

  	
  Debt Service

  	
   

  	
  Balance

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  May 1, 2012

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  June 1, 2012

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  July 1, 2012

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  August 1, 2012

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  September I, 2012

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  October 1, 2012

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  November 1, 2012

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  December 1, 2012

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  January 1, 2013

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  February 1, 2013

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  March 1, 2013

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  April 1, 2013

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  May 1, 2013

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  June 1, 2013

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  July 1, 2013

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  August 1, 2013

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  September 1, 2013

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  October 1, 2013

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  November 1, 2013

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  December 1, 2013

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  January 1, 2014

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  February 1, 2014

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  March 1, 2014

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  April 1, 2014

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  May 1, 2014

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  June 1, 2014

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  July 1, 2014

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  August 1, 2014

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  September 1, 2014

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  October 1, 2014

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  November 1, 2014

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  December 1, 2014

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  January 1, 2015

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  February 1, 2015

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  March 1, 2015

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  April 1, 2015

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  May 1, 2015

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  June 1, 2015

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  July 1, 2015

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  August 1, 2015

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  September 1, 2015

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  October 1, 2015

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  November 1, 2015

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  December 1, 2015

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  January 1, 2016

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  February 1, 2016

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  March 1, 2016

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  



 


3





















 


	
  Date

  	
   

  	
  Takedown

  	
   

  	
  Interest

  	
   

  	
  Principal

  	
   

  	
  Debt Service

  	
   

  	
  Balance

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  April 1, 2016

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  May 1, 2016

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  June 1, 2016

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  July 1, 2016

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  August 1, 2016

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  September 1, 2016

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  October 1, 2016

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  November 1, 2016

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  December 1, 2016

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  January 1, 2017

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  February 1, 2017

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  March 1, 2017

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  April 1, 2017

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  May 1, 2017

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  June 1, 2017

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  July 1, 2017

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  August 1, 2017

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  September 1, 2017

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  October 1, 2017

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  November 1, 2017

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  December 1, 2017

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  January 1, 2018

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  February 1, 2018

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  March 1, 2018

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  April 1, 2018

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  May 1, 2018

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  June 1, 2018

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  July 1, 2018

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  August 1, 2018

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  September 1, 2018

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  October 1, 2018

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  November 1, 2018

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  December 1, 2018

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  January 1, 2019

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  February 1, 2019

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  February 28, 2019

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Totals

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  



 


4