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agreement_2.md | \*\*\_Event of Loss\_\*\* with respect to the Aircraft, the Airframe or an Engine
shall mean any of the following events: (i) loss of such property or the use
thereof due to theft, disappearance, destruction, damage beyond repair or
rendition of such property permanently unfit for normal use for any reason
whatsoever; (ii) any damage to such property that results in an insurance
settlement with respect to such property on the basis of a total loss or
constructive total loss; (iii) the condemnation, confiscation or seizure of,
or requisition of title to or use of, such property by the act of any foreign
or domestic Governmental Authority (“ \*\*Requisition of Use\*\* ”); (iv) as a
result of any rule, regulation, order or other action by any foreign or
domestic Governmental Authority (including, without limitation, the FAA or any
similar foreign Governmental Authority) having jurisdiction, (A) the use of
such property shall have been prohibited, or such property shall have been
declared unfit for use, for a period of six (6) consecutive months, unless
Lessee, prior to the expiration of such six-month period, shall have
undertaken and, in the opinion of Lessor, shall be diligently carrying forward
all steps that are necessary or desirable to permit the normal use of such
property by Lessee or, in any event, if use shall have been prohibited, or
such property shall have been declared unfit for use, for a period of twelve
(12) consecutive months or such prohibition shall exist on the date on which
Lessor is required to return the Aircraft pursuant to the applicable
provisions of the Lease, (B) either Lessee or Lessor shall be required to
divest itself of its rights, title or interest in such property, or (C) the | 600 |
agreement_2.md | divest itself of its rights, title or interest in such property, or (C) the
then actual hour or cycle limits with respect to such property shall equal or
exceed any mandatory hour and cycle limits with respect to such property,
beyond which it cannot be operated; (v) with respect to an Engine, the removal
thereof from the Airframe for a period of six (6) consecutive months or
longer, whether or not such Engine is operational, or such prohibition shall
exist on the expiration or earlier cancellation or termination of the Lease;
(vi) an Engine is returned to the manufacturer thereof (any such return being
herein referred to as a “ \*\*Return to Manufacturer\*\* ”), other than for any
repair or replacement completed as and when required in accordance with the
applicable provisions of the Lease; or (vii)unless waived by Lessor in its
sole and absolute discretion, the Aircraft is not returned to Lessor upon the
expiration or earlier termination or cancellation of the Lease, unless Lessee
or a third party purchaser purchases the Aircraft pursuant to Lessee’s
exercise of an option contemplating such purchase under any applicable
provision of the Lease. The date of such Event of Loss shall be the date of
such theft, disappearance, destruction, damage, Requisition of Use,
prohibition, unfitness for use for the stated period, removal for the stated
period, or Return to Manufacturer, or (unless so waived) failure to timely
return. | 601 |
agreement_2.md | \*\*\_Excess Hour(s)\_\*\* \*\* \*\* shall mean that certain number of hours equal to
the excess of (a) the total number of Airframe hours (including any component
with hourly overhaul schedules) accumulated from the Acceptance Date to the
Expiration Date or other date of termination or cancellation, \_minus\_ (b) the
product of (i) the Estimated Annual Hours, \_times\_
(ii) the number of twelve (12) month periods and any portion thereof, from the
Acceptance Date to such expiration, termination or cancellation date.
\*\*\_Excess Use Amount\_\*\* shall mean the amount, if any, by which (A) the Fair
Market Sales Value of the Aircraft without such Excess Hours, exceeds (B) the
Fair Market Sales Value of the Aircraft with such Excess Hours (and as to this
subclause (B), without making the assumption in clause (iii)(B) of the
definition of Fair Market Sales Value).
\*\*\_FAA\_\*\* shall mean the United States Federal Aviation Administration, or
such other Governmental Authority succeeding to the functions of such
aeronautical authority.
\*\*\_FAA Bill of Sale\_\*\* shall have the meaning set forth in Section 1(b)(ii) of
the Closing Terms Addendum. | 602 |
agreement_2.md | \*\*\_Fair Market\_\*\* Sales Value shall mean those certain values determined on
the following basis: (i) the subject value shall be the amount which would be
obtained in an arm’s length transaction between an informed and willing buyer
(who is neither a lessee in possession nor a used equipment dealer), and an
informed and willing seller under no compulsion to sell; (ii) the costs of
removal of the Aircraft from its then location shall not be a deduction from
such value; and (iii) in determining any such value, it shall be assumed
(whether or not the same be true), that (A) the Aircraft has been maintained
by Lessee and is in the condition in which it is required to be returned to
Lessor, in each case, in accordance with the Lease, and (B) such value has not
been diminished due to the existence of any damage history or Excess Hours.
| A-4|
---|---|---
(Aircraft Lease MSN 42000181)
\*\* \*\*
\*\*\_FARs\_\*\* shall mean the Federal Aviation Regulations and any Special Federal
Aviation Regulations (Title 14 C.F.R. Part 1 et seq.), together with all
successor regulations thereto.
\*\*\_GAAP\_\*\* shall mean generally accepted accounting principles consistently
applied.
\*\*\_Governmental Authority\_\*\* shall mean any court, governmental or
administrative body, instrumentality, department, bureau, commission, agency
or authority.
\*\*\_Guarantor\_\*\* shall mean any guarantor or guarantors, as applicable,
identified in \_Schedule No. 2-A\_ and including any successor or permitted
assign, heir or estate. | 603 |
agreement_2.md | \*\*\_Guaranty\_\*\* shall mean any guaranty by a Guarantor in favor of Lessor,
together with all financial covenant amendments, and all other amendments,
supplements and attachments thereto.
\*\*\_Impositions\_\*\* shall have the meaning set forth in Section 8.2(b) of the
Lease.
\*\*\_Indemnified Parties\_\*\* shall have the meaning set forth in Section 8.1 of
the Lease.
\*\*\_Interested Third Party\_\*\* shall mean any Person who is a party to a
Permitted Third Party Agreement.
\*\*\_Late Payment Rate\_\*\* shall mean a monthly rate equal to the lesser of a
rate equal to the prime rate plus 4% or the highest rate permitted by
Applicable Law. The Late Payment Rate shall be computed on the basis of a
360-day year and a 30-day month.
\*\*\_Lease Documents\_\*\* shall mean the Lease (including the Lease Supplement),
any Guaranty, any Operating Consents, and all other agreements, instruments,
or documents entered into or provided by or on the behalf of Lessor, or any
Lessee Party pursuant to or in connection with the Lease.
\*\*\_Lease Supplement\_\*\* shall mean a supplement to the Lease to be entered into
as of the Acceptance Date by Lessee, which supplement shall be substantially
in the form attached to the Lease, and upon execution by Lessee shall
constitute a part of the Lease. | 604 |
agreement_2.md | \*\*\_Lessee Party\_\*\* shall mean Lessee and any Guarantor or other Person
guaranteeing, securing, or otherwise agreeing to pay, perform or be
responsible for any of the Obligations, or operating, using, or having
possession or control of all or any part of the Aircraft, and anyone claiming
by, through or under any of the same), together with each of their respective
successors, permitted assigns, heirs and estates.
\*\*\_Lessor’s Interest\_\*\* shall mean (a) Lessor’s good and marketable title to
the Aircraft (including the Airframe and each Engine), (b) the first priority
international interest, or other Lien granted to or created in favor of Lessor
pursuant to the Lease (including Section 11.3 thereof), or any of the other
Transaction Documents, in, against, under and with respect to (i) the Airframe
and Engines or any other property comprising the Aircraft, or (ii) any
Collateral now existing or hereafter acquired, and (c) any and all rights,
interests and remedies of Lessor under the Lease or any of the other
Transaction Documents relating to any of the foregoing.
\*\*\_Lessor’s Liens\_\*\* shall mean any Liens created or granted by Lessor
resulting from claims against Lessor not related to Lessor’s ownership of the
Aircraft or otherwise contemplated under the Lease.
| A-5|
---|---|---
(Aircraft Lease MSN 42000181) | 605 |
agreement_2.md | | A-5|
---|---|---
(Aircraft Lease MSN 42000181)
\*\*\_Liens\_\*\* shall mean all liens, claims, demands, charges, security
interests, leaseholds, international interests and other Registerable
Interests and encumbrances of every nature and description whatsoever,
including, without limitation, any rights of third parties under Third Party
Agreements and any registrations on the International Registry.
\*\*\_Liquidity Account\_\*\* shall mean a deposit or money market account
controlled by Lessor and otherwise acceptable to Lessor in Lessor’s reasonable
discretion.
\*\*\_Liquidity Amount\_\*\* shall be an amount as set forth on Schedule 2-A to the
Lease Supplement.
\*\*\_Loaner Engine\_\*\* shall have the meaning set forth in Section 5.5 of the
Lease.
\*\*\_Lost Item\_\*\* shall have the meaning set forth in Section 6.3 of the Lease.
\*\*\_Maintenance Program\_\*\* shall mean the manufacturer’s airframe maintenance
program to the extent covered by any applicable warranty, and thereafter,
either the manufacturer’s service program or an agreement, in form and
substance reasonably satisfactory to Lessor entered into from time to time
between Lessee and such vendor as Lessee may designate and as may be
reasonably satisfactory to Lessor, which provides for the maintenance and/or
overhaul of the airframe consistent with the manufacturer’s service program. | 606 |
agreement_2.md | \*\*\_Maintenance Requirements\_\*\* shall mean, with respect to the Airframe or the
Engines or any Part, all compliance requirements set forth in or under (A) all
maintenance manuals initially furnished with respect thereto, including any
subsequent amendments or supplements to such manuals issued by the
manufacturer or supplier thereof from time to time, (B) all mandatory service
bulletins issued, supplied, or available by or through the applicable
manufacturer with respect thereto, (C) all conditions to the enforcement of
any warranties pertaining thereto (D) Lessee’s FAA approved maintenance
program with respect to the Airframe, the Engines or Parts, and (E) any
Maintenance Program or Engine Maintenance Program.
\*\*\_Maintenance Reserve Account\_\*\* shall mean a deposit or money market account
controlled by Lessor and otherwise acceptable to Lessor in Lessor’s reasonable
discretion.
\*\*\_Maintenance Reserve Amount\_\*\* shall mean an amount as set forth on Schedule
2-A to the Lease Supplement.
\*\*\_Manufacturer\_\*\* shall mean each manufacturer identified on \_Schedule No.
1\_ and its successors and assigns.
\*\*\_Material Damage\_\*\* shall mean any damage: (a)(i) the repair of which is
required to be reported pursuant to any governmental reporting requirement on
an FAA Form 337 or (ii) to the extent that no FAA Form 337 was required or
issued in connection with any damage incident, the cost to repair or replace
all items in connection with such damage incident exceeds $100,000.00 or (b)
with respect to which an insurance claim is being made.
\*\*\_Net Proceeds\_\*\* shall have the meaning set forth in the Option Addendum. | 607 |
agreement_2.md | \*\*\_Net Proceeds\_\*\* shall have the meaning set forth in the Option Addendum.
\*\*\_Obligations\_\*\* shall mean all obligations and liabilities of any Lessee
Party under the Lease and any and all of the Transaction Documents at any time
owing to Lessor, whether direct or indirect, matured or unmatured, primary or
secondary, certain or contingent, or acquired by or otherwise created in favor
of Lessor, including without limitation any and all Rent or other periodic
payments, taxes and other Impositions, indemnities, liquidated damages,
accelerated amounts, return deficiency charges, Casualty Value Payments,
Transaction Expenses and other reimbursements, administrative charges, all
interest, including interest at the Late Payment Rate, attorneys’ fees or
enforcement and other costs, which may at any time be payable in connection
with the Transaction Documents, together with all claims for damages arising
from or in connection with the failure to punctually and completely pay or
perform such obligations.
\*\*\_Operating Consents\_\*\* shall mean any and all of the multi-party consents
whether entered into on the Closing Date, or thereafter, among Lessee and any
Interested Third Parties, in favor of Lessor; and in each case, having a form
and substance, and executed, delivered, filed and registered, as may be
required by Lessor in its sole discretion.
| A-6|
---|---|---
(Aircraft Lease MSN 42000181)
\*\*\_Organizational Document\_\*\* shall mean any certificate or articles of
incorporation or organization, by-laws, partnership certificate or agreement,
or limited liability company operating agreement or other organizational or
constitutive document or agreement. | 608 |
agreement_2.md | \*\*\_Part 135 Certificate\_\*\* shall mean an air carrier certificate, with the
associated operations specifications, issued in accordance with Part 135 of
the FARs.
\*\*\_Parts\_\*\* shall mean all appliances, avionics, parts, instruments,
appurtenances, accessories, furnishings and other equipment of whatever nature
(other than a complete Engine) that may from time to time be incorporated or
installed in or attached to the Airframe or the Engines, and any and all such
appliances, avionics, parts, instruments, appurtenances, accessories,
furnishings and other equipment removed therefrom so long as the same have not
been released from the Lessor’s Lien pursuant to the applicable terms of the
Lease. | 609 |
agreement_2.md | \*\*\_Permitted Liens\_\*\* shall mean (a) the Lessor’s Lien, (b) any Permitted
Third Party Agreements, (c) Liens for taxes either not yet due or being
contested, and (d) inchoate materialmen’s, mechanic’s, workmen’s, repairmen’s,
employee’s, or other like Liens arising in the ordinary course of business of
Lessee for sums not yet delinquent or being contested; except that any such
contest described in clauses (c) or (d) must be conducted by Lessee, in good
faith, with due diligence and by appropriate proceedings, so long as such
proceedings do not involve, in Lessor’s sole judgment, any material danger of
the sale, foreclosure, transfer, forfeiture or loss of the Aircraft or any
property comprising the Aircraft, or any Collateral, or Lessor’s title
thereto, or the respective rights or interest of Lessor or Lessee therein, and
for the payment of which adequate reserves are being maintained in accordance
with GAAP or other appropriate provisions satisfactory to Lessor have been
made; and with respect to any such Lien existing at the time the Aircraft or
any Collateral shall become subject to Lessor’s Interest, such Lien must be
effectively subordinated, as and to the extent required in any of the Lease
Documents. Notwithstanding the foregoing, in no event shall any Lien held by
any Person (other than Lessor) against or with respect to the Aircraft or any
Collateral at the time of the Lease or any advance thereof constitute a
Permitted Lien, if in the reasonable opinion of Lessor such Lien would be
deemed pursuant to Applicable Law to have priority over Lessor’s Lien with
respect to such Collateral. | 610 |
agreement_2.md | \*\*\_Permitted Replacement\_\*\* shall have the meaning provided in Section 6.3 of
the Lease.
\*\*\_Permitted Third Party Agreement\_\*\* shall have the meaning provided in
Section 5.7(b) of the Lease.
\*\*\_Person\_\*\* shall mean any individual, partnership, corporation, limited
liability company, trust, association, joint venture, joint stock company, or
non-incorporated organization or Governmental Authority, or any other entity
of any kind whatsoever. | 611 |
agreement_2.md | \*\*\_proceeds\_\*\* shall have the meaning assigned to it in the UCC, and in any
event, shall include, but not be limited to, all goods, accounts, chattel
paper, documents, instruments, general intangibles, investment property,
deposit accounts, letter of credit rights, investment property, deposit
accounts and supporting obligations (to the extent any of the foregoing terms
are defined in the UCC, any such foregoing terms shall have the meanings given
to the same in the UCC), and all of Lessee’s rights in and to any of the
foregoing, and any and all rents, payments, charter hire and other amounts of
any kind whatsoever due or payable under or in connection with the Airframe,
the Engines or any of the Collateral, including, without limitation, (A) any
and all proceeds of any insurance, indemnity, warranty or guaranty payable to
Lessee from time to time, (B) any and all payments (in any form whatsoever)
made or due and payable to Lessee from time to time in connection with any
requisition, confiscation, condemnation, seizure or forfeiture by any
Governmental Authority or any other Person (whether or not acting under color
of any Governmental Authority), and (C) any and all other rents or profits or
other amounts from time to time paid or payable.
\*\*\_Purchase Documents\_\*\* shall mean the purchase documents specified in
Section 1(b)(i) of the Closing Terms Addendum. | 612 |
agreement_2.md | \*\*\_Records\_\*\* shall mean any and all logs, manuals, certificates and data and
inspection, modification, maintenance, engineering, technical, and overhaul
records (whether in written or electronic form) with respect to the Airframe,
the Engines, all Parts or any Collateral, including, without limitation, all
records (i) required to be maintained by the FAA or any other Governmental
Authority having jurisdiction, or by any manufacturer or supplier with respect
to the enforcement of warranties or otherwise, (ii) evidencing Lessee’s
compliance with Applicable Standards, or (iii) with respect to any maintenance
service program.
A-7
(Aircraft Lease MSN 42000181)
\*\*\_Registerable Interests\_\*\* shall mean all existing and prospective
international interests and other interests, rights and/or notices, sales and
prospective sales, assignments, subordinations, and discharges, in each case,
susceptible to being registered at the International Registry pursuant to the
Cape Town Convention.
\*\*\_Registration Application\_\*\* shall have the meaning set forth in Section 2
of the Closing Terms Addendum.
\*\*\_Registration Certificate\_\*\* shall mean a currently effective Certificate of
Aircraft Registration, AC Form 8050-3, or any other certificate issued to
Lessor evidencing the currently effective registration of the Aircraft in its
name, in connection with the operation of the Aircraft in the United States
pursuant to the Registration Requirements, or any other document as may then
be required to be maintained within the Aircraft by such Registration
Requirements, either together with or in lieu of such certificate. | 613 |
agreement_2.md | \*\*\_Registration Requirements\_\*\* shall mean the requirements for registering
aircraft with the Registry under 49 U.S.C. 44101-44104, and 14 C.F.R. § 47 as
then in effect, any successor laws, rules or regulations pertaining to
applicants for and holders of a Registration Certificate, the U.S.
registration number for the Aircraft, and any such other FARs and other
Applicable Laws, in each case as and to the extent pertaining to the
registration of Lessor’s ownership of the Aircraft with the Registry,
including any renewal of such registration, or replacement of any such
Registration Certificate.
\*\*\_Registry\_\*\* shall mean the FAA, Civil Aviation Registry, Aircraft
Registration Branch, or any successor registry having an essentially similar
purpose pertinent to the ownership registration of the Aircraft pursuant to
the Registration Requirements.
\*\*\_Rent\_\*\* shall have the meaning set forth in Section 2.1 of the Lease.
\*\*\_Required Coverages\_\*\* shall mean any of the insurance coverages required
under the Lease or any of the other Lease Documents, whether being provided by
Lessee, its Affiliate, or by any party to any Permitted Third Party Agreement
or any other Third Party Agreement (other than Lessor).
\*\*\_Required Registrations\_\*\* shall have the meaning set forth in Section 2(b)
of the Closing Terms Addendum.
\*\*\_Requisition of Use\_\*\* shall have the meaning set forth in the Event of Loss
definition contained herein.
\*\*\_Return to Manufacturer\_\*\* shall have the meaning set forth in the Event of
Loss definition contained herein. | 614 |
agreement_2.md | \*\*\_Return to Manufacturer\_\*\* shall have the meaning set forth in the Event of
Loss definition contained herein.
\*\*\_Schedules No. 1, 2, 2-A or 3\_\*\* shall mean any of \_Schedules No. 1, 2,
2-A or 3\_, as applicable, to the Lease Supplement.
\*\*\_SEC\_\*\* shall mean the Securities and Exchange Commission.
\*\*\_Supplemental Rent\_\*\* shall have the meaning set forth in Section 2.1 of the
Lease.
\*\*\_Supplier\_\*\* shall mean the “Supplier” or “Suppliers”, as the case may be,
identified as such on \_Schedule No. 1\_ and their respective successors and
assigns.
\*\*\_Tax Loss\_\*\* shall have the meaning set forth in the Special Tax Indemnity
Rider.
\*\*\_Term\_\*\* shall mean, collectively, (a) the period, if any, from and
including the Acceptance Date through, but not including, the Rent
Commencement Date and (b) the Basic Term.
\*\*\_Third Party Agreements\_\*\* shall mean any and all leases, subleases,
interchange agreements, management agreements, charter agreements, pooling
agreements, timeshare agreements, engine, airframe or aircraft maintenance
programs and any other similar agreements or arrangements of any kind
whatsoever relating to the Airframe, the Engines or any of the other
Collateral.
A-8
(Aircraft Lease MSN 42000181) | 615 |
agreement_2.md | A-8
(Aircraft Lease MSN 42000181)
\*\*\_Transaction Documents\_\*\* shall mean, collectively, the Purchase Documents,
the Lease Documents, any and all Permitted Third Party Agreements, and any
other document, agreement or instrument entered into for the purposes of
effectuating the transactions contemplated in the Lease Documents, or relating
thereto.
\*\*\_Transaction Parties\_\*\* shall mean, collectively, Lessee and any other
Lessee Party, and each of the other parties to any of the Transaction
Documents, other than Lessor.
\*\*\_Transportation Code\_\*\* shall mean Subtitle VII of Title 49 of the United
States Code, as amended and recodified.
\*\*\_TSA\_\*\* shall mean the Transportation Security Administration and/or the
Administrator of the TSA, or any Person, Governmental Authority succeeding the
functions of any of the foregoing.
\*\*\_UCC\_\*\* shall mean the Uniform Commercial Code as then in effect in the
applicable jurisdiction.
\*\*\_UCC Article 2A\_\*\* shall mean that certain version of “Uniform Commercial
Code – Leases” as adopted and in effect in the applicable jurisdiction.
\*\*\_Value Impairment\_\*\* shall mean any impairment to the Fair Market Sales
Value relating to the existence of any damage history or Excess Hours with
respect to the Aircraft upon its return pursuant to the Lease.
\*\*\_Warranty Bill of Sale\_\*\* shall mean a warranty bill of sale in a form
acceptable to Lessor.
A-9
(Aircraft Lease MSN 42000181) | 616 |
agreement_2.md | A-9
(Aircraft Lease MSN 42000181)
\*\*SPECIAL TAX INDEMNITY RIDER\*\* (“ \*\*Tax Rider\*\* ”) to Aircraft Lease (MSN
42000181) dated as of November 23, 2021 (the “ \*\*Lease\*\* ”), by and between
\*\*WESTERN FINANCE COMPANY\*\* , an Arizona corporation, as lessor (“ \*\*Lessor\*\*
”), and \*\*GALILEE 1 SPV LLC\*\* , a Delaware limited liability company, as
lessee (“ \*\*Lessee\*\* ”). This Tax Rider is being entered into by and between
Lessor and Lessee concurrently with the execution and delivery of the Lease on
the Closing Date.
All capitalized terms not defined in this Tax Rider are defined in the Lease.
Execution of the Lease by Lessee and Lessor shall be deemed to constitute
execution and acceptance of the terms and conditions of this Tax Rider, and it
shall supplement and be a part of the Lease. | 617 |
agreement_2.md | 1. Lessor’s Assumptions. Lessor has assumed that: (a) Lessor will be entitled, for federal, state and local income tax purposes, to the following tax benefits (the “ \*\*Assumed Tax Benefits\*\* ”): (i)(A) cost recovery deductions under Section 168 of the Internal Revenue Code of 1986, as amended (the “Code”) commencing in Lessor’s taxable year which includes the Acceptance Date, calculated using the 200% declining balance method, switching to the straight line method for the first taxable year for which that method yields a larger deduction, (B) the half year convention, (C) a basis equal to 100% of Lessor’s Cost reduced by any amount of Bonus Depreciation (as defined herein), (D) zero salvage value, and (E) a recovery period of five years and (ii) an additional amount of depreciation in the first year of the Term in the amount of 50% of the unadjusted basis of the Aircraft (as it constitutes “qualified property” as defined in Section 168(k) of the | 618 |
agreement_2.md | (as it constitutes “qualified property” as defined in Section 168(k) of the Code, as amended by the Economic Stimulus Act of 2008 and the American Recovery and Reinvestment Act of 2009, the Small Business Jobs Act of 2010, the Tax Relief, Unemployment Insurance Reauthorization and Job Creation Act of 2010, and the American Taxpayer Relief Act of 2012) (“ \*\*Bonus Depreciation\*\* ”); (b) Lessor will be taxed for federal, state and local income tax purposes at an effective combined tax rate of 25.00% in 2021 and in each year thereafter (the “ \*\*Assumed Tax Rate\*\* ”); (c) at all times during the Term of the Lease, the Lease will constitute a “true lease” for federal income tax purposes, Lessor will be treated as the purchaser, owner and lessor of the Aircraft and the Lessee will be treated as the lessee of the Aircraft; (d) Lessor’s taxable year is the 12-month period ending December 31; (e) all items | 619 |
agreement_2.md | taxable year is the 12-month period ending December 31; (e) all items of income, deduction, loss and credit with respect to the transactions contemplated by the Lease Documents will be treated for federal income tax purposes as derived from, or allocable to, sources within the United States; (f) Lessor is a domestic corporation for federal income tax purposes; (g) Lessor will have sufficient taxable income to benefit from the full utilization of the Assumed Tax Benefits and Bonus Depreciation in the taxable year of Lessor in which such deductions are first allowable; (h) no portion of the Assumed Tax Benefits (including the Bonus Depreciation) in respect of the Aircraft shall be recaptured, at any time prior to the expiration of the Term of the Lease (without regard to any provision for earlier termination); (i) Lessor will use an accrual method of accounting; (j) the Lease will not be a “disqualified leaseback or long-term agreement” within the meaning of Section 467(b)(4) of the Code, and | 620 |
agreement_2.md | agreement” within the meaning of Section 467(b)(4) of the Code, and Lessor’s accrual of Rent; and (k) the Aircraft will be “placed in service” (within the meaning of Section 168 of the Code) by Lessor on the Acceptance Date. | 621 |
agreement_2.md | 2. \*\*Lessee’s Representations, Warranties and Covenants\*\*. Lessee represents, warrants, and covenants that: (a) neither the Aircraft nor any part thereof will constitute “property used predominantly outside the United States”, “public utility property”, or “tax-exempt use property” within the meaning of Sections 168(g), 168(h) or 168(i)(10) of the Code; (b) the recovery period of the Aircraft for federal income tax purposes is five years; and (c) neither Lessee nor any member of any group of corporations, limited liability companies, partnerships, or other organizations with which Lessee files affiliated, consolidated, combined or unitary tax returns or any other Lessee Party will file any tax return or other document which is inconsistent with the treatment of Lessor as the owner of the Aircraft for income tax purposes or any of the Lessor’s Assumptions referred to in clauses (a) through (k) of Section 1 above (including the Assumed Tax Benefits).
3. Indemnity for Lessee’s Acts or Omissions. | 622 |
agreement_2.md | 3. Indemnity for Lessee’s Acts or Omissions.
(a) \_Indemnity\_. Upon the occurrence of any Tax Loss (as defined below),
Lessee shall pay to Lessor at Lessor’s option either: (i) a lump sum amount
that, after reduction by the net amount of all federal, state and local taxes
required to be paid by Lessor with respect to the receipt of such amount,
equals, on an after-tax and net present value basis, the aggregate additional
federal, state and local income taxes payable by Lessor as a result of such
Tax Loss, plus any interest, fines, additions to tax or penalties relating to
or in connection with such Tax Loss, which amount shall be payable within
thirty days after written notice from Lessor to Lessee that a Tax Loss has
occurred, or (ii) additional Rent on each date that Basic Rent is due,
beginning on the date specified in written notice from Lessor to Lessee that a
Tax Loss has occurred, in such amounts as are necessary, on an after-tax
basis, in each such case, to maintain Lessor’s after-tax economic yield and
overall net after-tax cash flow for the entire Term at the same level that
would have been available if such Tax Loss had not occurred, plus any
interest, fees, penalties or additions to tax that may be imposed in
connection with such Tax Loss. In the event of any Tax Loss, the Casualty
Value shall be adjusted appropriately by Lessor to reflect such Tax Loss. Any
amount payable by Lessee with respect to a Tax Loss shall be calculated based
on the assumptions set forth in Section 1 above (including the Assumed Tax
Rate).
STIR-1
(Aircraft Lease MSN 42000181) | 623 |
agreement_2.md | (b) \_Tax Loss\_. For the purposes of this indemnity, any of the following
events shall constitute a “ \*\*Tax Loss\*\* ”: (i) if as the result of any act or
failure to act of Lessee or any Lessee Party or the breach of any of Lessee’s
representations, warranties, or covenants set forth in this Tax Rider or any
other Lease Document or otherwise, or any bankruptcy of Lessee or any Default
or any Event of Default, Lessor shall lose, or shall not have the right to
claim, or shall suffer a disallowance or recapture with respect to, or shall
receive a lower than anticipated economic benefit from, all or any portion of
the Assumed Tax Benefits (including in respect of Bonus Depreciation); (ii)
for federal, foreign, state or local income tax purposes, as a result of any
act or failure to act of Lessee or any Lessee Party or the breach of any of
Lessee’s representations, warranties, or covenants set forth in this Tax Rider
or any other Lease Document or otherwise, or any bankruptcy of Lessee or any
Default or any Event of Default, any item of income, gain, loss or deduction
with respect to the Aircraft or any part thereto is treated as derived from,
or allocable to, sources outside the United States, and as a result Lessor’s
allowable foreign tax credit for federal income tax purposes for any year is
less than the credit to which Lessor would have been entitled if all such
income, gain, loss and deduction had been from U.S. sources; (iii) during the
Term there shall be included in Lessor’s gross income for federal, state or
local income tax purposes any amount on account of any addition, alteration or
other modification or improvement to or in respect of the Aircraft or any part | 624 |
agreement_2.md | local income tax purposes any amount on account of any addition, alteration or
other modification or improvement to or in respect of the Aircraft or any part
thereof made or paid for by Lessee or any Lessee Party or any substitution or
exchange of the Aircraft or any part thereof; or (iv) if for any reason
whatsoever (whether as a result of a breach of Lessee’s representations,
warranties or covenants, or acts or omissions, or otherwise) Lessor shall
lose, shall not have the right to claim, or shall suffer a disallowance or
recapture or shall receive a lower than anticipated economic benefit from the
Bonus Depreciation. | 625 |
agreement_2.md | 4. \*\*Beneficiaries of the Indemnity\*\*. Lessor shall be an express third party beneficiary of the representations, warranties, indemnifications and agreements by Lessee in this Tax Rider and shall have the right to enforce the same against Lessee. For purposes of this Tax Rider:
(a) \*\*“Lessor”\*\* includes Lessor, its Affiliates, its successors in interest,
each assignee and each of their respective successors in interest and assigns,
any Consolidated Group (hereinafter defined) of which Lessor or any such
assignee or any of their respective successors in interest or assigns is, or
may become a member, and each member of such Consolidated Group; and
(b) “ \*\*Consolidated Group\*\* ” means an affiliated group (within the meaning
of Section 1504 of the Code) that files consolidated returns for federal
income tax purposes and any group filing combined, unitary or consolidated
returns pursuant to the rules of any state taxing authority.
5. \*\*Notices and Payment\*\*. Lessor shall provide Lessee with notice of any Tax Loss (including a reasonable description of the Tax Loss and the calculation of the amount due in respect of the same) for which Lessee is responsible pursuant to this Tax Rider, provided that the failure to give such notice shall not relieve Lessee of responsibility under this Tax Rider and upon such notice to Lessee, the amount due in respect of such Tax Loss shall become immediately due to Lessor.
6. \*\*Survival\*\*. The indemnification obligations of Lessee under this Tax Rider shall survive the expiration, cancellation or termination of the Lease.
\*\*[Signatures on Next Page]\*\*
STIR-2
(Aircraft Lease MSN 42000181) | 626 |
agreement_2.md | STIR-2
(Aircraft Lease MSN 42000181)
\*\*IN WITNESS WHEREOF\*\* , the parties hereto have each caused this Tax Rider to
be duly executed by their respective officers, thereunto duly authorized as of
the date first written above.
| \*\*WESTERN FINANCE COMPANY\*\*
---|---
|
| By: | /s/ Tim Brukner
| Name: Tim Brukner
| Title: President
|
| \*\*GALILEE 1 SPV LLC\*\*
|
| By: | /s/ George Murnane
| Name: George Murnane
| Title: President
\*\*[EXECUTION PAGE OF SPECIAL TAX INDEMNITY RIDER]\*\*
(Aircraft Lease MSN 42000181)
\*\*CLOSING TERMS ADDENDUM\*\* (“ \*\*Closing Terms Addendum\*\* ”) to Aircraft Lease
(MSN 42000181) dated as of November 23, 2021 (the “ \*\*Lease\*\* ”), between
\*\*WESTERN FINANCE COMPANY\*\* , an Arizona corporation, as lessor (“ \*\*Lessor\*\*
”), and \*\*GALILEE 1 SPV LLC\*\* , as lessee (“ \*\*Lessee\*\* ”).
All capitalized terms and certain other terms not defined in this Closing
Terms Addendum are defined in the Lease. Execution of the Lease by Lessee and
Lessor shall be deemed to constitute execution and acceptance of the terms and
conditions of this Closing Terms Addendum, and it shall supplement and be a
part of the Lease. | 627 |
agreement_2.md | 1. \*\*Closing Deliverables\*\*. Prior to disbursing the funds pursuant to the pay proceeds letter (referenced below) to effect Lessor’s purchase and lease of the Aircraft to Lessee pursuant to the Lease and, (if required by Lessor) at least three (3) full Business Days prior to the Acceptance Date, Lessor shall have received all of the following, in form and substance satisfactory to Lessor (the “ \*\*Closing Deliverables\*\* ”):
(a) the Lease (including the “chattel paper” original of the Lease, including
the Lease Supplement) dated as of the date hereof, together with any other
applicable Lease Documents, each duly executed by each of the applicable
Transaction Parties; | 628 |
agreement_2.md | (b) (i) the Purchase Agreement, duly executed by Lessee and the Supplier, and
the related assignment agreement duly executed among Lessee, the Supplier and
Lessor pursuant to which (among other things) Lessee is assigning to Lessor
the right to purchase the Aircraft from the Supplier, together with all
related warranties and other rights as purchaser thereunder; (ii) copies of
the warranty bill of sale and FAA Bill of Sale (AC Form 8050-2) (the “ \*\*FAA
Bill of Sale\*\* ”) conveying title to the Aircraft from the Supplier to Lessor,
and such other documents relating to the purchase or conveyance of title as
Lessor may request; (iii) a copy of the invoice relating to Lessor’s purchase
of the Aircraft from the Supplier in the amount of the Lessor’s Cost; and (iv)
a pay proceeds letter, executed by Lessee, directing Lessor to make
disbursements of the purchase price consistent with the invoice and in no
event exceeding, in the aggregate, the Lessor’s Cost (including, if
applicable, in accordance with any pre-funding agreements), as and to the
extent so agreed by Lessor, in its discretion (the “ \*\*pay proceeds letter\*\*
”);
(c) certificates of good standing for each of the Lessee Parties from their
respective states of organization and chief executive offices and principal
places of business; | 629 |
agreement_2.md | (d) a certificate for each of the Lessee Parties executed by its secretary or
other authorized representative certifying: (i) that the execution, delivery
and performance of the Lease and the other Transaction Documents and
participation in the transactions contemplated thereby have been duly
authorized; (ii) the name(s) of the person(s) authorized to execute and
deliver such documents on behalf of such Lessee Party together with specimen
signature(s) of such Person(s); and (iii) as to the completeness and accuracy
of such Lessee Party’s Organizational Documents, as applicable, attached to
the certificate;
(e) evidence as to the Required Coverages, including, but not limited to, a
certificate of insurance, copies of endorsements (including a Lessor
endorsement), and, if requested by Lessor, copies of applicable policies and
written confirmation from the insurance underwriter or broker that the
insurance coverage provided is in compliance with the requirements of Section
7 of the Lease and any other applicable provisions of the Lease Documents;
(f) a copy of the FAA Standard Airworthiness Certificate (AC Form 8100-2) for
the Aircraft; and, if required by Lessor, an inspection report and appraisal
satisfactory to Lessor with respect to the Aircraft prepared by inspector(s)
or appraiser(s) acceptable to Lessor; | 630 |
agreement_2.md | (g) (i) FAA and UCC search reports and search certificate from the
International Registry, and if the Aircraft or any of the Collateral is not
free and clear of Liens, copies of any required subordinations, releases or
terminations of any other prior Liens, and evidence of such other actions
having been taken as may then be required to cause (A) Lessor to have good and
marketable title to the Aircraft, and Lessee to have good and marketable title
to all Collateral, in each case, free and clear of Liens, except Permitted
Liens and (B) the Lessor’s Interest therein to be validly created and
perfected, and have first priority over any other Liens (other than Lessor’s
Liens) pursuant to all Applicable Laws; and (ii) if required by Lessor, title
insurance, from an issuer and having such terms, and evidenced by copies of
policies or such other assurances as may be required by Lessor;
CTA-1
(Aircraft Lease MSN 42000181)
(h) regarding the International Registry, evidence that each of Lessee and all
pertinent Persons (i) are transacting user entities (and identifying the name
of their respective administrators), (ii) have designated Aviation Counsel as
their professional user entity, and (iii) have taken all other actions which
may then be necessary (including, by providing all necessary authority to its
administrator) so that all of the Registerable Interests, including any
discharges and subordinations, required by the Lease or the other Lease
Documents can be registered with the International Registry in favor of
Lessor; | 631 |
agreement_2.md | (i) if applicable, a Declaration of International Operations if the Aircraft
is scheduled to make an international flight, including over international
waters, within thirty (30) days after the Acceptance Date (the “
\*\*Declaration\*\* ”);
(j) (i) a copy of Lessee’s Engine Maintenance Program for the Engines, if
available as of the Closing Date, or (ii) if a copy of the Engine Maintenance
Program cannot be obtained prior to the Closing Date, (A) written confirmation
from the Manufacturer, reasonably acceptable to Lessor, that the Lessee’s
Engine Maintenance Program is in effect as of the Closing Date and (B) upon
Lessee’s receipt, a copy of such Engine Maintenance Program \*\*;\*\*
(k) (i) a copy of each duly executed Permitted Third Party Agreement
(including, if any of the same constitutes a lease, the only chattel paper
original thereof) and the related Operating Consent; and (ii) if the Aircraft
is to be chartered pursuant thereto, a copy of the manager’s or other charter
operator’s Part 135 Certificate; and
(l) (i) if requested by Lessor, an opinion of Counsel for each Lessee Party
addressed to Lessor as to such matters incident to the transactions
contemplated in the Lease as Lessor may reasonably require; and (ii) such
other documents, filings, certificates, opinions, assurances and evidence of
such other matters, as Lessor, Lessor’s counsel or Aviation Counsel, may
reasonably request. | 632 |
agreement_2.md | 2. \*\*Aviation Counsel’s Escrow.\*\* Prior disbursing the funds pursuant to the pay proceeds letter and, (if required by Lessor) at least one (1) full Business Day prior to the Acceptance Date, Lessor shall have received confirmation from Aviation Counsel and from any other Person holding any Closing Deliverables in escrow (each, an “ \*\*Escrow Holder\*\* ”), that it is holding in its escrow all of the following (the “ \*\*Aviation Documents\*\* ”), if applicable, in proper form for filing with the FAA and otherwise having a form and substance satisfactory to Aviation Counsel: (a) the executed FAA Bill of Sale and a copy of the executed FAA Aircraft Registration Application (AC Form 8050- 1) (the “ \*\*Registration Application\*\* ”) for the Aircraft (except for the pink copy, which shall be available to be placed on the Aircraft upon acceptance thereof), each in Lessor’s name; (b) FAA Entry Point Filing Forms (AC Form 8050- 135) pertaining to each of the required Registerable Interests, (as determined by Aviation Counsel, and specified therein, the “ \*\*Required Registrations\*\* ”); (c) if required, executed releases and any subordinations of any Liens on the Aircraft, and all consents and other directives necessary to register any of the same; (d) such other documents, instructions and consents as are necessary, in the opinion of Lessor’s counsel or Aviation Counsel; and (e) an executed original counterpart of the Lease (including the Lease Supplement and related Schedules, but not the “chattel paper” original thereof) and (if requested by Lessor) any Permitted Third Party Agreement constituting a lease, together with any related Operating Consent. | 633 |
agreement_2.md | 3\. \*\* Other Closing Assurances. \*\*On the Acceptance Date, Lessor shall have
received:
(a) immediately prior to disbursing the funds pursuant to the pay proceeds
letter, (i) assurances from Aviation Counsel that upon making the filings and
Required Registrations contemplated herein, (A) good title to the Airframe and
the Engines is vested in Lessor, (B) the Airframe, the Engines, and any
Collateral, will be free and clear of all Liens of record with the FAA and the
International Registry (other than Permitted Liens), and (C) Lessor’s Interest
in and against the Airframe, the Engines and any Collateral will be perfected
and have first priority; and (ii) confirmation from (A) Lessee and each such
other party to any Closing Deliverables that immediately upon the disbursement
of the funds being advanced or remitted in connection with Lessor’s purchase
and lease of the Aircraft in accordance with the pay proceeds letter between
Lessor and Lessee, then automatically and without further action, (1) each
Escrow Holder is deemed authorized to complete each of the Closing
Deliverables, (2) all of the Closing Deliverables shall be deemed released
from escrow and (3) all of the Aviation Documents shall be filed and all
Required Registrations shall be made, as contemplated in the Lease and in the
order required by Lessor; and (B) Aviation Counsel, that the professional user
entity for Lessee, and each such other party required to initiate or consent
to all of Required Registrations have so initiated or consented to the same;
and
CTA-2
(Aircraft Lease MSN 42000181) | 634 |
agreement_2.md | CTA-2
(Aircraft Lease MSN 42000181)
(b) promptly after Lessor has disbursed the funds pursuant to the pay proceeds
letter, (i) confirmation by Aviation Counsel that the filing of the Lease, and
each of the other documents referenced in Section 2 above has been made (and
the filing information is reported to Lessor telephonically or
electronically); and (ii) a priority search certificate from the International
Registry addressed to Lessor evidencing that all of the Required Registrations
have been duly registered and are searchable. | 635 |
agreement_2.md | 4. \*\*All Other Conditions Satisfied\*\*. On the Acceptance Date, and prior to disbursing the funds pursuant to the pay proceeds letter, (a) the representations and warranties contained in the Lease and the other Transaction Documents shall be true and correct in all respects on and as of the date of such disbursement; and (b) any and all of the other conditions to Lessor’s purchasing and leasing the Aircraft to Lessee pursuant to the Lease have been satisfied. As and when required thereby, Lessee shall have caused the Supplier of the Aircraft to have complied with all Applicable Laws pertaining to the consummation of the sale of the Aircraft to Lessor, consistent with the title, registration and Lien status as contemplated herein. Lessee acknowledges and agrees that Lessor’s disbursement of any part or all of the purchase price or any other amounts disbursed pursuant to the pay proceeds letter or the taking of any other actions by Lessor in furtherance of consummating the transactions contemplated in connection with the Lease, shall not prejudice any of Lessor’s rights or remedies with respect to any conditions thereto which are not fully and indefeasibly satisfied as and when required in this Closing Terms Addendum; and Lessor hereby reserves all of its respective rights and remedies with respect thereto, unless and to the extent expressly waived in writing by Lessor’s authorized officer.
CTA-3
(Aircraft Lease MSN 42000181) | 636 |
agreement_2.md | CTA-3
(Aircraft Lease MSN 42000181)
\*\*OPTION ADDENDUM\*\* (“ \*\*Option Addendum\*\* ”) to Aircraft Lease (MSN 42000181)
dated as of November 23, 2021 (the “ \*\*Lease\*\* ”), between \*\*WESTERN FINANCE
COMPANY\*\* , an Arizona corporation, as lessor (“ \*\*Lessor\*\* ”), and \*\*GALILEE
1 SPV LLC\*\* , a Delaware limited liability company, as lessee (“ \*\*Lessee\*\*
”).
All capitalized terms not defined in this Option Addendum are defined in the
Lease. Execution of the Lease by Lessee and Lessor shall be deemed to
constitute execution and acceptance of the terms and conditions of this Option
Addendum, and it shall supplement and be a part of the Lease.
\*\*1.\*\* \*\*Purchase Options\*\*. | 637 |
agreement_2.md | \*\*1.\*\* \*\*Purchase Options\*\*.
(a) \_Early Purchase Option\_. So long as no Event of Default shall then exist,
Lessee may, upon providing notice to Lessor in accordance with Section 4
below, purchase the Aircraft for an amount, payable in immediately available
funds, equal to the sum of (i) the Fair Market Sales Value of the Aircraft as
of the date of Lessee’s purchase pursuant to this Section 1(a), determined in
accordance with Section 3 hereof, provided that in no event shall the Fair
Market Sales Value of the Aircraft exceed the Casualty Value of the Aircraft
as of the date of Lessee’s purchase pursuant to this Section 1(a), plus (ii)
any applicable Impositions resulting from such sale, plus (iii) any Basic Rent
due and payable on or before the purchase date and all other accrued and
unpaid Rent.
(b) \_End of Term Purchase Option\_. So long as no Event of Default shall then
exist, and Lessee shall not have elected to purchase the aircraft pursuant to
subsection (a) above or to return the Aircraft pursuant to the Return
Addendum, Lessee may, upon providing notice to Lessor in accordance with
Section 4 below, purchase the Aircraft on the Expiration Date for an amount,
payable in immediately available funds, equal to the Fair Market Sales Value
of the Aircraft as of the end of the Basic Term, determined in accordance with
Section 3 hereof, plus any applicable Impositions resulting from such sale,
together with any Basic Rent due and payable on or before the Expiration Date
and all other accrued and unpaid Rent. In no event shall the Fair Market Sales
Value of the Aircraft exceed $2,920,500 for the purpose of this Section 1. | 638 |
agreement_2.md | \*\*2.\*\* \*\*Determination of Fair Market Sales Values\*\*.
(a) If Lessee has elected the options specified in Section 1(a) above, then as
soon as practicable thereafter, Lessor and Lessee shall consult for the
purpose of determining the Fair Market Sales Value of the Aircraft as of the
end of the Basic Term, and any values agreed upon in writing between Lessor
and Lessee shall be binding on both parties. If Lessor and Lessee fail to
agree upon any such value prior to sixty (60) days before the purchase date,
Lessor shall then appoint an independent certified appraiser (reasonably
acceptable to Lessee) to determine the applicable value, and such
determination by the independent appraiser shall be made within thirty (30)
days after such appointment and shall be binding on Lessor and Lessee. The
independent appraiser shall make any such determination utilizing the
definition of Fair Market Sales Value, including all assumptions. Lessee
agrees to pay the costs and expenses of any such determination and appraisal. | 639 |
agreement_2.md | (b) If Lessee has elected the options specified in Section 1(b) above, then as
soon as practicable thereafter, Lessor and Lessee shall consult for the
purpose of determining the Fair Market Sales Value of the Aircraft as of the
end of the Basic Term, and any values agreed upon in writing between Lessor
and Lessee shall be binding on both parties. If Lessor and Lessee fail to
agree upon any such value prior to one hundred fifty (150) days before the
Expiration Date, Lessor shall then appoint an independent certified appraiser
(reasonably acceptable to Lessee) to determine the applicable value, and such
determination by the independent appraiser shall be made within thirty (30)
days after such appointment and shall be binding on Lessor and Lessee. The
independent appraiser shall make any such determination utilizing the
definition of Fair Market Sales Value, including all assumptions. Lessee
agrees to pay the costs and expenses of any such determination and appraisal.
\*\*3.\*\* \*\*Time to Exercise Option\*\*.
(a) \_Early Purchase Option Election Notice\_. Prior to November 23, 2025,
Lessee may provide Lessor with written notice pursuant to which Lessee will
indicate its irrevocable election to purchase the Aircraft pursuant to Section
1(a) above (an “ \*\*Early Purchase Election Notice\*\* ”). The Early Purchase
Election Notice shall specify the date of the purchase of the Aircraft, which
date shall be a rental payment date and shall be not less than 90 days and not
more than 180 days from the date of the Early Purchase Election Notice.
OA-1
(Aircraft Lease MSN 42000181) | 640 |
agreement_2.md | OA-1
(Aircraft Lease MSN 42000181)
(b) \_End of Term Purchase Option Election Notice\_. Prior to the Expiration
Date, Lessee shall provide Lessor with written notice pursuant to which Lessee
will indicate its irrevocable election to either purchase the Aircraft
pursuant to Section 1(b) above or return the Aircraft pursuant to the Return
Addendum (an “ \*\*End of Term Election Notice\*\* ”)
(c) \_Deemed Waiver\_. Notwithstanding the provisions of Section 1(b) above,
Lessee shall be deemed to have waived the purchase option set forth in Section
1(b) above unless Lessee provides Lessor with an End of Term Election Notice
on or before the two hundred seventieth (270th) day prior to the Expiration
Date; except that Lessee shall be deemed to have irrevocably elected to return
the Aircraft pursuant to Section 1 above if Lessee’s End of Term Election
Notice asserted its election to so return the Aircraft or if Lessee fails to
provide Lessor with written notice of Lessee’s irrevocable election to
purchase the Aircraft by the one hundred eightieth (180th) day prior to the
Expiration Date.
(d) \_Return Election\_. If Lessee elects to return the Aircraft, either by
notifying Lessor of such election by delivering its End of Term Election
Notice on a timely basis, or by failing to timely deliver an End of Term
Election Notice in accordance with the applicable provisions of this Section
4, Lessee shall return the Aircraft as and when required by the Return
Addendum. | 641 |
agreement_2.md | \*\*5. Bill of Sale\*\*. In the event Lessee exercises its option under Section 1
above, upon Lessee’s payment of the amounts required thereunder, and upon
Lessee’s written request, Lessor shall deliver to Lessee a FAA AC 8050-2 Bill
of Sale and a warranty bill of sale, in form and substance mutually acceptable
to Lessee and to Lessor, transferring to Lessee all right, title and interest,
if any, of Lessor in and to the Aircraft on an \*\*“AS IS” “WHERE IS” basis\*\*
(except as to the absence of Lessor’s Liens), and, at Lessee’s reasonable
cost, Lessor shall release its international interests in the Airframe and
Engines and consent to the registration with the International Registry of the
contract of sale to Lessee.
OA-2
(Aircraft Lease MSN 42000181)
\*\*RETURN ADDENDUM\*\* (“ \*\*Return Addendum\*\* ”) to Aircraft Lease (MSN 42000181)
dated as of November 23, 2021 (the “ \*\*Lease\*\* ”), between \*\*WESTERN FINANCE
COMPANY\*\* , an Arizona corporation, as lessor (“ \*\*Lessor\*\* ”), and \*\*GALILEE
1 SPV LLC\*\* , a Delaware limited liability company, as lessee (“ \*\*Lessee\*\*
”).
All capitalized terms not defined in this Return Addendum are defined in the
Lease. Execution of the Lease by Lessee and Lessor shall be deemed to
constitute execution and acceptance of the terms and conditions of this Return
Addendum, and it shall supplement and be a part of the Lease. | 642 |
agreement_2.md | 1. \*\*Lessee’s Obligation to Return\*\*. Unless purchased by Lessee, upon the expiration, cancellation, or other termination of the Lease, Lessee shall at its sole expense return the Aircraft to Lessor in accordance with, and otherwise pay, perform and comply with, all of the provisions of this Return Addendum, in each case as and when required hereby. | 643 |
agreement_2.md | (a) \_Aircraft Condition (Generally)\_. Upon redelivery pursuant hereto, the
Aircraft shall, (i) be fully equipped, with all Parts and both Engines
installed on the Airframe (whether such Engines were delivered with the
Airframe on the Acceptance Date, or constitute Permitted Replacements
substituted in accordance with Section 6.3 of the Lease); (ii) be registered
in Lessor’s name at the FAA, and free and clear of all Liens (other than any
Lessor’s Liens); (iii) have the same configuration, coloring and (ordinary
wear and tear excepted) appearance, and at least the same utility, in each
such case, as when delivered to Lessee on the Acceptance Date (or, solely at
Lessor’s option, Lessee shall pay to Lessor an amount equal to the actual cost
of such restoration); (iv) be in good operating and physical condition, with
all systems operating normally, and having (at least) the condition and repair
required by, and otherwise in full compliance with Sections 5.3 and 5.4 of the
Lease; (v) in accordance with the requirements set forth on Schedule RA-1
attached hereto; and (vi) without limiting the foregoing, (A) have no open
airworthiness directives, and any of the same requiring terminating action
within six (6) months after the date of return having been strictly complied
with by Lessee’s having taken such terminating action, (B) be airworthy and in
compliance with all other Applicable Standards, and (C) have a currently
effective FAA airworthiness certificate. | 644 |
agreement_2.md | (b) \_Damage History and Excess Use Compensation\_. Upon the return of the
Aircraft pursuant hereto, Lessee shall have its authorized officer certify to
Lessor as to either (as applicable) the absence of, or existence and extent
of, any Value Impairment. If any Value Impairment is so existing, Lessee shall
consult with Lessor for the purpose of determining any related Diminution
Amount and Excess Use Amount, and if the parties fail to mutually determine
the existence or extent of such amount within ten (10) days after the Aircraft
is returned, Lessor may appoint an independent appraiser to determine the
same, and Lessee shall pay all related fees and expenses of such appraiser as
and when invoiced. Any such mutual determination or appraiser’s determination,
as the case may be, shall be binding on both parties; and any such amount or
amounts as and to the extent so determined shall be paid by Lessee to Lessor
in full within ten (10) days of Lessor’s written demand. Notwithstanding the
foregoing, in the event that there is any Value Impairment resulting from
Excess Hours and such Excess Hours are less than twenty percent (20%) of the
product of (i) the Estimated Annual Hours, \_times\_ (ii) the number of twelve
(12) month periods and any portion thereof, from the Acceptance Date to such
expiration, termination or cancellation date, the Excess Use Amount payable by
Lessee to Lessor shall be set forth on Schedule 2-A to the Lease Supplement. | 645 |
agreement_2.md | (c) \_Mid-Life Condition\_. Upon return (i) the Airframe shall have remaining
not less than (aa) fifty percent (50%) of the available operating hours
allowed between major airframe inspections; and (bb) fifty percent (50%) of
the number of available operating months allowed between major airframe
inspections until the next scheduled major airframe inspection and (ii) all
life limited parts and components shall have remaining not less than fifty
percent (50%) of the available hours, cycles and/or months, as the case may
be, until the next scheduled replacement. In addition to the requirements set
forth in clauses (i) and (ii) above, all inspections and scheduled maintenance
required to be performed on the Airframe and Engines and all life limited
parts and components within one hundred twenty (120) days of the date of
return and/or one hundred (100) hours of additional operation shall have been
performed by Lessee.
(d) \_Airframe\_. If the Airframe does not comply with Section 1(c)(i) above,
Lessee shall pay to Lessor an amount equal to the sum of the product of the
current estimated cost of the next scheduled major airframe inspection
(including in such estimated cost, all required replacement of life limited
parts) multiplied by the fraction wherein the numerator shall be the greater
of (i) zero, and (ii) the difference between (x) the actual number of
respective operating hours or months of operation since previous major
airframe inspection, and (y) 50% of the respective total operating hours or
months of operation allowable between scheduled major airframe and pressure
vessel inspections, and the denominator shall be the respective total
operating hours or months of operation between scheduled major airframe
inspections.
RA-1
(Aircraft Lease MSN 42000181) | 646 |
agreement_2.md | RA-1
(Aircraft Lease MSN 42000181)
(e) \_Maintenance Contracts\_. Lessee hereby agrees that upon return to Lessor,
(i) Lessee shall (A) cause both of the Engines to be enrolled in the Engine
Maintenance Program, (B) have paid to the program provider, in full and
immediately available funds, all amounts payable with respect to such program
on or before the date of return, and (C) cause the Engines to be fully
enrolled in the Engine Maintenance Program in favor of Lessor or its designee,
by effectively transferring to Lessor or its designee, as applicable, all of
Lessee’s rights and interests thereunder; and (ii) if Lessee fails to fully
and timely comply with the requirements of sub-clause (i) with respect to
either or both of the Engines, Lessee shall (A) at its sole cost and expense,
cause such Engine or Engines to be re-enrolled in the Engine Maintenance
Program; (B) comply with the requirements of sub-subclauses (i)(B) and (i)(C)
with respect to such re- enrolled Engine, or Engines, as the case may be; and
(C) pay all amounts necessary to cause the same to be so re- enrolled in such
program. Lessee shall also immediately upon request, assign to Lessor its
rights under any manufacturer’s maintenance service contract or extended
warranty for the Aircraft, any Engine or Part. | 647 |
agreement_2.md | (f) \_Parts and Components\_. If any life limited part or component does not
comply with Section 1(c)(ii) above, Lessee shall pay to Lessor with respect to
each part or component for which said requirement is not met the dollar amount
obtained by multiplying (i) the ratio that the life expended in excess of
fifty percent (50%) of the available hours, cycles and/or months, as the case
may be, until the next scheduled replacement bears to the total allowable life
(measured in hours, cycles and/or months, as the case may be) for such part or
component by (ii) Lessor’s cost of replacement of such part or component.
Lessor’s cost of replacement of a part or component shall include Lessor’s
then current cost of purchasing the part or component itself and all of
Lessor’s then current costs associated with the replacement.
(g) \_Inspection Overhaul Charges\_. All restoration costs and prorated
inspection and/or overhaul charges, if any, shall be due upon presentation to
Lessee of an invoice setting forth in reasonable detail the calculation of
such amounts due, including the names of all sources used for the required
cost estimates. Unless both Lessor and Lessee agree to an alternative source,
or as provided herein, the Manufacturers of the Airframe and Engines, as
applicable shall be used as the sources for all cost estimates.
(h) \_Fuel\_. Upon return, each fuel tank shall contain no less than fifty
percent (50%) of its full capacity, or in the case of differences in such
quantity, an appropriate adjustment will be made at the then current market
price of fuel.
(i) \_Records\_. Lessee shall deliver all Records to Lessor, including: | 648 |
agreement_2.md | (i) \_Records\_. Lessee shall deliver all Records to Lessor, including:
(i) Originals of all of the following: (A) all records of maintenance,
preventative maintenance, alterations and major repairs, (B) all Airframe and
Engine logbooks endorsed for current total time and cycles for the airframe,
total time and cycles for each Engine and an entry for total time and cycles
since overhaul and hot section inspection for each Engine; and the Airframe
logbook must include all appropriate endorsements (i.e., maintenance releases)
verifying that the avionics have been periodically tested and inspected in
accordance with all applicable provisions of the FARs and the applicable
maintenance program, (C) a current written summary certified by a FAA-
licensed mechanic listing the status of all applicable airworthiness directive
and service bulletins for the Airframe, Engines, Parts and appliances, and (D)
a written summary certified by a FAA-licensed mechanic of the current status
of life limited and/or overhauled components for the Airframe, Engines (in
accordance with the Manufacturer’s recommended intervals), Engine accessories,
Parts and appliances as defined in the most current revision(s) of all
Manufacturers’ maintenance publications applicable to the Aircraft.
Notwithstanding the foregoing, in the event that the Lessee has enrolled the
Aircraft in a computerized maintenance program (as described in the last
paragraph of this subsection (j)), Lessee shall be deemed to have complied
with (C) and (D) above so long as Lessee causes Lessor to have full authorized
access to such computerized maintenance program pursuant to Section 10.4 of
the Lease, and the information which would have been provided pursuant to
clauses (C) and (D) is provided in all material respects by such access.
RA-2
(Aircraft Lease MSN 42000181) | 649 |
agreement_2.md | RA-2
(Aircraft Lease MSN 42000181)
(ii) The following documentation and data for each component having an
overhaul or inspection requirement of life limit, which components are
identified in pertinent sections of the maintenance program (i) applicable to
the Aircraft as follows: (A) an airworthiness release certificate or
maintenance release tag, (B) the Supplier work order or copy thereof verifying
the details of each component overhaul, and (C) an appropriate record
certifying the date and expended time status of the component when installed
(i.e., copy of log or inspection squawk card), all of which must be properly
organized and provided on board the Aircraft at the time it is returned to
Lessor.
(iii) To the extent not covered above, Lessee will also deliver to Lessor all
work cards, computerized maintenance history, component serviceability tags,
STCs, 337s, maintenance manuals, and structural repair manuals.
All manuals or other documents delivered to Lessor that are subject to
periodic revision will be fully up-to- date and current to the latest revision
standard of any particular manual or document. If the Aircraft is on a
computerized maintenance program, such program will be up-to-date in
accordance with the Manufacturer’s recommended maintenance schedule and fully
assignable to Lessor at redelivery. Lessee will provide all of the Records to
Lessor upon return of the Aircraft to Lessor, regardless of whether Lessee has
conducted its periodic inspections of the Aircraft pursuant to pertinent
sections of the Maintenance Program or in accordance with an inspection
program approved by the FAA. All Records shall be in English. In the event any
Records are missing or incomplete or otherwise do not comply with the
provisions hereof, Lessor shall have the right to cause any such Records to be
reconstructed at Lessee’s expense. | 650 |
agreement_2.md | 2. \*\*Return Location; Storage\*\*. Upon the expiration, cancellation or other termination of the Lease, Lessee will as and when requested by Lessor either (i) return the Aircraft to Lessor at a specified location within the continental U.S., or (ii) permit Lessor to store the Aircraft at the a location reasonably acceptable to Lessor for up to thirty (30) days. During such storage period Lessee will, at its own expense, keep the Aircraft properly hangared and will permit Lessor or any Person designated by Lessor, including the authorized representatives of any prospective purchaser, lessee or user of the Aircraft to inspect the same. Lessee shall bear the risk of loss and shall pay any and all expenses connected with insuring and maintaining the Aircraft during such storage period. Notwithstanding the foregoing, upon the cancellation or termination of the Lease in connection with an Event of Default, the storage period provided for in this paragraph and the obligation to hangar and insure the Aircraft shall be unlimited. | 651 |
agreement_2.md | 3. \*\*Inspections\*\*. Not more than forty-five (45) days prior to the expiration of the Lease, upon the written request of Lessor, Lessee shall certify to Lessor that the Aircraft is in the condition required by this Return Addendum, or indicate what maintenance or repair is needed to bring the Aircraft to the specified condition. Without limiting the provisions of Section 10.4 of the Lease, Lessor shall have the right, but not the duty, to inspect the Aircraft, any component thereof and/or the Records, at any reasonable time and from time to time, wherever located, upon reasonable prior written notice to Lessee except that no advance notice shall be necessary prior to any inspection conducted, and such inspection may be conducted at any time, after the occurrence of a Default or an Event of Default. Upon request of Lessor, Lessee shall promptly confirm to Lessor the location of the Aircraft and/or the Records. Lessee shall be responsible for the cost of such inspection and shall pay Lessor such amount as additional Rent within ten (10) days of demand. If the results of such inspection indicate that the Aircraft, any Engine or any Part, has not been maintained or returned in accordance with the provisions of the Lease, in addition to all other Rent due under the Lease, Lessee shall pay to Lessor within ten (10) days of demand, as liquidated damages, the estimated cost of servicing or repairing any such non-complying item so as to cause it to be in compliance therewith. Such amount shall be determined by Lessor by obtaining two quotes for such service or repair work and taking their average. Lessee shall bear the cost, if any, incurred by Lessor in obtaining such quotes. | 652 |
agreement_2.md | 4. \*\*Holdover Rent\*\*. If Lessee fails to return the Aircraft (including the Records) at the time, place and in the condition specified in this Return Addendum, (A) all of Lessee’s obligations under the Lease shall continue until it is so returned to Lessor, and (B) as liquidated damages, and not as a penalty, and, in addition to all other Rent due under the Lease, Lessee shall pay to Lessor an amount equal to the greater of the fair market rent value (which for the purposes of this Section shall be as determined by Lessor) or the Daily Rent for each day after the end of the Term to, but excluding the day the Aircraft is actually returned in accordance with this Return Addendum; provided, however, that the obligation to pay, or the payment of, any such holdover or additional rent shall neither extend the time to return, nor constitute a waiver of any Default or Event of Default arising by reason of such failure to return. Such amount shall be payable upon the earlier of Lessor’s demand or the return of the Aircraft in accordance with the Lease.
RA-3
(Aircraft Lease MSN 42000181)
5. \*\*Miscellaneous\*\*. Lessee agrees to execute, if requested by Lessor, a lease termination statement. All of the amounts payable under this Return Addendum shall constitute Supplemental Rent. The provisions of this Return Addendum shall survive the expiration, cancellation or other termination of the Lease and the return of the Aircraft to Lessor for any reason whatsoever. Without limiting any other terms or conditions of the Lease, the provisions of this Return Addendum are of the essence of the Lease, and upon application to any court of equity having jurisdiction, Lessor shall be entitled to a decree against Lessee requiring specific performance of the covenants of Lessee set forth herein.
RA-4 | 653 |
agreement_2.md | RA-4
(Aircraft Lease MSN 42000181)
\*\*SCHEDULE RA-1\*\*
\*\*Airframe Maintenance Requirements\*\*
Airframe must be current with Flight Ready, at the “P3” level, with all
amounts fully paid that are due and payable on or before the date of return
(the “ \*\*Return Date\*\* ”) (or accrued and prorated to the Return Date, if any
amount due and payable after the Return Date is attributable to a period prior
to the Return Date). Such plan shall be transferable to Lessor or its designee
at closing on the Return Date without additional cost to Lessor.
Interior and Exterior wear must be at least to standard set forth in Expected
Interior Wear/Tear and Expected Exterior Paint sections as outlined below.
\*\*Expected Interior Wear/Tear\*\*
The Interior carpet, seat covers, head Liner, plastics, etc. will wear based
on aircraft utilization, and reasonable wear is expected. The scale below
defines the corresponding expected percentage at the end of each year of use:
\*\*Year\*\* | \*\*Expected Interior Rating at lease return\*\*
---|---
New | 100%
End of Year 1 | >70% or Greater
End of Year 2 | >60% or Greater
End of Year 3 | >50% or Greater
End of Year 4 | >40% or Greater
End of Year 5 | >30% or Greater
RA-5
(Aircraft Lease MSN 42000181) | 654 |
agreement_2.md | | \*\*100%\*\* Perfect. As
good as new (in and out) w/o refurbishment. Perfect logs / history. Maintained
exclusively by one world-class shop or factory since new. For cabin-class
airplanes, flown by the same professional crew since new. Always hangared. One
U.S. owner since new who spared no expense. Almost no airplane will meet this
standard.
---|---
|
| \*\*90%\*\*
|
| \*\*80%\*\*
|
| \*\*70%\*\* Nearly
Perfect. One or two owners since new who spared no expense. Maintained by one
or two world-class shops or factory since new. Flawless logs. Cabin-class
airplanes will be flown exclusively by one or two professional crews. Always
hangared. Inspection ports and other interior areas are extremely clean and
like new. Very few airplanes meet this standard.
|
| \*\*60%\*\*
|
| \*\*50%\*\*
| | 655 |
agreement_2.md | |
| \*\*40%\*\* Excellent.
Aircraft has had one to several owners who have spared no expense. All
maintenance has been done by well-known shops or service centers. Excellent
logs and history.
|
| \*\*30%\*\*
|
| \*\*20%\*\* Superior.
Aircraft reflects a history, which is superior to others of its type and age.
|
| \*\*10%\*\*
|
| \*\*0%\*\*
| - \*\*10%\*\*
---|---
|
| \*\*-20%\*\* Below
Average. Compared to others of its type and age, the aircraft does not meet an
average standard.
|
| \*\*-30%\*\*
| | 656 |
agreement_2.md | |
| \*\*-40%\*\* Fair.
Aircraft has had numerous owners. Some obviously elected to defer maintenance.
Logbooks are complete, but not as neat and easy to read as they should be.
There are few, if any entries from well-known shops. Internal inspection
(inside wings and fuselage) reveals that aircraft is not very clean.
|
| \*\*-50%\*\*
|
| \*\*-60%\*\* Poor.
Aircraft has had a multitude of owners. One or more were outside the U.S. It
is difficult to determine if all required items have been done. There are many
entries from unknown shops, some are not in English. Aircraft has obviously
not been professionally flown or maintained. Some corrosion can easily be
found, and some areas will have to be repaired.
|
| \*\*-70%\*\*
|
| \*\*-80%\*\* Rough.
Aircraft appears rough even as it sits on the ramp. Logs are a mess. History
is questionable because of an occasional missing page from an engine and/or
airframe logbook. Aircraft is airworthy, but most owners would elect to have
some dented or scratched skins or panels replaced. | 657 |
agreement_2.md | airframe logbook. Aircraft is airworthy, but most owners would elect to have
some dented or scratched skins or panels replaced.
|
| \*\*-90%\*\*
|
| \*\*-100%\*\* Extremely
Rough. It is obvious, even to an untrained person, that the airplane will need
extensive work. Missing logbook pages are common. Many entries are suspicious
because they are incomplete or unreadable. Corrosion is widespread. Numerous
dented or cracked areas will have to be replaced. | 658 |
agreement_2.md | RA-6
(Aircraft Lease MSN 42000181)
\*\*Expected Exterior Paint\*\*
The exterior and airframe will wear based on aircraft utilization, reasonable
wear is expected. The scale below defines the corresponding expected
percentage at the end of each year of service:
\*\*Year\*\* | \*\*Expected exterior paint Rating at lease return\*\*
---|---
New | 100%
End of Year 1 | >70% or Greater
End of Year 2 | >60% or Greater
End of Year 3 | >50% or Greater
End of Year 4 | >40% or Greater
End of Year 5 | >30% or Greater
RA-7
(Aircraft Lease MSN 42000181) | 659 |
agreement_2.md | | \*\*100%\*\* Perfect. As
good as new (in and out) w/o refurbishment. Perfect logs / history. Maintained
exclusively by one world-class shop or factory since new. For cabin-class
airplanes, flown by the same professional crew since new. Always hangared. One
U.S. owner since new who spared no expense. Almost no airplane will meet this
standard.
---|---
|
| \*\*90%\*\*
|
| \*\*80%\*\*
|
| \*\*70%\*\* Nearly
Perfect. One or two owners since new who spared no expense. Maintained by one
or two world-class shops or factory since new. Flawless logs. Cabin-class
airplanes will be flown exclusively by one or two professional crews. Always
hangared. Inspection ports and other interior areas are extremely clean and
like new. Very few airplanes meet this standard.
|
| \*\*60%\*\*
|
| \*\*50%\*\*
| | 660 |
agreement_2.md | |
| \*\*40%\*\* Excellent.
Aircraft has had one to several owners who have spared no expense. All
maintenance has been done by well-known shops or service centers. Excellent
logs and history.
|
| \*\*30%\*\*
|
| \*\*20%\*\* Superior.
Aircraft reflects a history, which is superior to others of its type and age.
|
| \*\*10%\*\*
|
| \*\*0%\*\*
| - \*\*10%\*\*
---|---
|
| \*\*-20%\*\* Below
Average. Compared to others of its type and age, the aircraft does not meet an
average standard.
|
| \*\*-30%\*\*
| | 661 |
agreement_2.md | |
| \*\*-40%\*\* Fair.
Aircraft has had numerous owners. Some obviously elected to defer maintenance.
Logbooks are complete, but not as neat and easy to read as they should be.
There are few, if any entries from well-known shops. Internal inspection
(inside wings and fuselage) reveals that aircraft is not very clean.
|
| \*\*-50%\*\*
|
| \*\*-60%\*\* Poor.
Aircraft has had a multitude of owners. One or more were outside the U.S. It
is difficult to determine if all required items have been done. There are many
entries from unknown shops, some are not in English. Aircraft has obviously
not been professionally flown or maintained. Some corrosion can easily be
found, and some areas will have to be repaired.
|
| \*\*-70%\*\*
|
| \*\*-80%\*\* Rough.
Aircraft appears rough even as it sits on the ramp. Logs are a mess. History
is questionable because of an occasional missing page from an engine and/or
airframe logbook. Aircraft is airworthy, but most owners would elect to have
some dented or scratched skins or panels replaced. | 662 |
agreement_2.md | airframe logbook. Aircraft is airworthy, but most owners would elect to have
some dented or scratched skins or panels replaced.
|
| \*\*-90%\*\*
|
| \*\*-100%\*\* Extremely
Rough. It is obvious, even to an untrained person, that the airplane will need
extensive work. Missing logbook pages are common. Many entries are suspicious
because they are incomplete or unreadable. Corrosion is widespread. Numerous
dented or cracked areas will have to be replaced. | 663 |
agreement_2.md | RA-8
(Aircraft Lease MSN 42000181)
Any interior or paint damage or wear/tear exceeding the expectations set forth
above shall be considered non- compliance with the Return Conditions.
\*\*Engine Maintenance Requirements\*\*
The Aircraft Engines must be currently and continuously since delivery to
Lessor under the Purchase Agreement enrolled and maintained in in accordance
with a GHAE Engine Maintenance Care (EMC) service plan, at the “EMC2” level,
with all amounts fully paid that are due and payable on or before the Return
Date (or accrued and prorated to the Return Date, if any amount due and
payable after to the Return Date is attributable to a period prior to the
Purchase Date, in which case the Guaranty Residual Value shall be reduced by
such accrued and prorated amount). Such plan shall be transferable to Honda or
its designee without additional cost to Honda. Engines will require borescopic
inspection per the technical manual, GHAE - HF120 LMM 72-00-00 Task
72-00-00-200-802. Any findings from this inspection will be rectified to the
engine manufacturer standards at Lessor’s expense, to be paid by Lessor in
advance or, at Honda’s discretion, the cost of such reconstruction may be
deducted from the Guaranty Residual Value payable to Lessor on the Return
Date.
The aircraft must be returned with at least 50% of life (cycles, hours or
months, whichever is the more life limiting factor, as applicable) remaining
on the following:
| 1.| Hot Section Inspection (HSI)
---|---|---
| 2.| Overhaul
---|---|--- | 664 |
agreement_2.md | | 2.| Overhaul
---|---|---
| 3.| Life Limited Parts (LLP)
---|---|---
\*\*Life Limited Parts (LLP)\*\*
| | Minimum Mature|
---|---|---|---
| | Life Limit|
Engine Component| | (Cycles)|
Fan Rotor| | | 15,000|
LPC Stage 1 Booster Rotor| | | 15,000|
LPC Stage 2 Booster Rotor| | | 15,000|
LPT Stage 1 Disk| | | 15,000|
LPT Stage 2 Disk| | | 15,000|
LPT Rotor Support Disk| | | 15,000|
HP Compressor Rotor| | | 15,000|
HP Turbine Disk| | | 10,000|
HPT Blade Retainer Disk| | | 15,000|
Thrust Piston| | | 15,000|
In addition to the requirements set forth above, all inspections and scheduled
maintenance that would be required to be performed on the Airframe and Engines
and all life limited parts and components within one hundred twenty (120) days
after the Return Date or one hundred (100) hours of additional operation after
the Return Date shall have been performed by Lessee.
RA-9
(Aircraft Lease MSN 42000181)
\*\*LEASE SUPPLEMENT\*\*
(Acceptance Certificate) | 665 |
agreement_2.md | (Aircraft Lease MSN 42000181)
\*\*LEASE SUPPLEMENT\*\*
(Acceptance Certificate)
\*\*THIS LEASE SUPPLEMENT\*\* (this “ \*\*Lease Supplement\*\* ”), is being entered
into as of November 23, 2021, by \*\*GALILEE 1 SPV LLC\*\* , a Delaware limited
liability company, as lessee (“ \*\*Lessee\*\* ”), pursuant to that certain
Aircraft Lease (MSN 42000181) dated as of November 23, 2021, (the “ \*\*Lease\*\*
”) by and between \*\*WESTERN FINANCE COMPANY\*\* , an Arizona corporation, as
lessor (“ \*\*Lessor\*\* ”), and Lessee, as lessee.
1. \*\*Lease Supplement\*\*. Lessee hereby acknowledges and agrees that, for all purposes of the Lease and the other Lease Documents, this Lease Supplement shall constitute a part of the Lease and be deemed to cause the Aircraft to be leased under and subject to the terms and conditions of the Lease and the other Lease Documents at all times during the Term. All capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Lease.
| 2.| \*\*Lessee’s Acceptance\*\*. Lessee hereby acknowledges, agrees, and
certifies to Lessor that:
---|---|---
(a) The Aircraft described in \_Schedule No. 1\_ hereto is as of the
date hereof (“ \*\*Acceptance Date\*\* ”), unconditionally, irrevocably and fully
accepted by Lessee for lease under the Lease and the other Lease Documents. | 666 |
agreement_2.md | (b) The representations and warranties of Lessee set forth in the
Lease and in any of the other Lease Documents (including all certificates and
opinions delivered in connection with the Lease) were true and correct in all
material respects when made, and if by their express terms are intended to be
made as of the date hereof, remain true and correct in all material respects
as of the date hereof, with the same force and effect as if the same had been
made on this date; and without limiting the foregoing,
(i) (A) Lessee has caused Lessor to have good and marketable title
to the Aircraft, and Lessee has good and marketable title to all Collateral,
in each case, free and clear of Liens, except Permitted Liens; and (B) the
Lessor’s Interest therein is and shall remain validly created and perfected,
and has and shall continue to have first priority over any other Liens (other
than Lessor’s Liens) pursuant to all Applicable Laws; and
(ii) the facts, terms, information, description, and costs set
forth in the attached \_Schedules No. 1, No. 2, No. 2-A, and No. 3\_ are true,
complete, accurate, and correct. | 667 |
agreement_2.md | 3. \*\*Lessee’s Reaffirmation\*\*. Lessee hereby further unconditionally and irrevocably reaffirms all of its acknowledgments, grants, waivers, assurances and other agreements in the Lease and the other Lease Documents; and without limiting any of the same, (a) it hereby acknowledges and agrees that it is leasing the Aircraft from Lessor \*\*“AS-IS” and “WHERE-IS”\*\* and \*\*“WITH ALL FAULTS”\*\* , and that the Lease is and shall be deemed to be a \*\*“finance lease”\*\* under UCC Article 2A; and (b) it hereby reaffirms its grants, pledges and assignments to Lessor pursuant to the Lease Documents (including Section 11.3 of the Lease) in, against and with respect to all of the collateral described therein.
\*\*[Signature on Next Page]\*\*
SUPP-1
\*\*IN WITNESS WHEREOF\*\* , Lessee has caused this Lease Supplement to be duly
executed by its officer thereunto duly authorized.
| \*\*GALILEE 1 SPV LLC\*\*
---|---
|
| By: | /s/ George Murnane
| Name: George Murnane
| Title: President
\*\*This is Counterpart No. 1 of a total of 2 counterparts. Only Counterpart
No. 1 shall be considered chattel paper for purposes of the Uniform Commercial
Code and a security interest may be perfected only by possession of
Counterpart No. 1.\*\*
[EXECUTION PAGE OF LEASE SUPPLEMENT] | 668 |
agreement_2.md | [EXECUTION PAGE OF LEASE SUPPLEMENT]
\*\*IN WITNESS WHEREOF\*\* , Lessee has caused this Lease Supplement to be duly
executed by its officer thereunto duly authorized.
| \*\*GALILEE 1 SPV LLC\*\*
---|---
|
| By: | /s/ George Murnane
| Name: George Murnane
| Title: President
\*\*This is Counterpart No. 2 of a total of 2 counterparts. Only Counterpart
No. 1 shall be considered chattel paper for purposes of the Uniform Commercial
Code and a security interest may be perfected only by possession of
Counterpart No. 1.\*\*
[EXECUTION PAGE OF LEASE SUPPLEMENT]
(Aircraft Lease MSN 42000181)
\*\*SCHEDULE NO. 1 TO LEASE SUPPLEMENT AIRCRAFT DESCRIPTION\*\*
This \_Schedule No. 1\_ is attached to and a part of the Lease Supplement,
dated November 23, 2021, by and between \*\*WESTERN FINANCE COMPANY\*\* , an
Arizona corporation, as lessor (“ \*\*Lessor\*\* ”), and \*\*GALILEE 1 SPV LLC\*\* , a
Delaware limited liability company, as lessee (“ \*\*Lessee\*\* ”), for the
purposes contemplated therein.
1. \*\*AIRCRAFT DESCRIPTION:\*\* The Aircraft is one (1) HondaJet Model HA-420 airframe that consists of the following components: | 669 |
agreement_2.md | (a) Airframe bearing FAA Registration Mark N211PJ \*\*(\*\* to be
changed to N480TK) and manufacturer’s serial number 42000181 (International
Registry manufacturer HONDA AIRCRAFT COMPANY model HA-420); and type certified
by the FAA to transport at least eight (8) persons (including crew) or goods
in excess of 2750 kilograms.
(b) two (2) GE Honda Aero model HF120-H1A engines bearing
manufacturer’s serial numbers 883475 and 883474 (International Registry
manufacturer GE HONDA AERO ENGINES and model HF120); each having at least 550
horsepower or 1750 lbs. of thrust or its equivalent.
| Manufacturer of Airframe: | Honda Aircraft Company LLC
---|---|---
| |
| Manufacturer of Engines: | GE Honda Aero Engines
| |
| Supplier: | Honda Aircraft Company LLC
(c) Standard avionics and equipment, all other accessories,
additions, modifications and attachments to, and all replacements and
substitutions for, any of the foregoing, all as more particularly described
below (and if purchased pursuant to the Purchase Documents, are on board the
Aircraft and are in proper working condition):
See attached Schedule 1-A | 670 |
agreement_2.md | See attached Schedule 1-A
\*\*together with all additions, accessions, modifications, improvements,
replacements, substitutions, and accessories thereto and therefor, all
avionics, onboard equipment, loose equipment, manuals, documentation and
technical publications, now owned or hereafter acquired, and all records and
logbooks (in written form or as computer data, discs or tapes, whether now
existing or hereafter acquired or created, and whether in the possession of
Lessee or held on behalf of Lessee by others).\*\* None of the same were
furnished by Lessee, unless expressly disclosed to Lessor.
| LEASE SUPP SCHED. 1-1|
---|---|---
(Aircraft Lease MSN 42000181)
SCHEDULE 1-A
Flight Deck Compartment
| •| LH/RH Crew Seats
---|---|---
| •| LH/RH Control Columns with a Yoke and a Hand-Held Microphone
| •| LH/RH Rudder/ Brake Pedals
Instruments, Controls and Equipment
| •| Instrument Panel
---|---|---
| o| Electronic Flight Instrument System (EFIS)
---|---|---
| o| LH/RH Primary Flight Displays (PFDs)
| o| Multi-Function Display (MFD)
| o| Pressurization Controls
| o| Oxygen System Controls
| o| LH/RH Air Gaspers
| •| LH Knee Bolster Panel
---|---|---
| o| Landing Gear Control Module
---|---|---
| o| Electrical Power Control Panel
| o| ELT Control Panel | 671 |
agreement_2.md | | •| Glareshield Panel
---|---|---
| o| Automated Flight Control System (AFCS) Control Unit
---|---|---
| o| AFCS Servo Power Panel
| o| Electronic Standby Instrument System
| o| LH/RH Master Alert Controls
| o| LH/RH Barometric Setting Knobs
| o| LH/RH Display Reversion Switches
| o| LH/RH Engine Fire Control Switches
| o| LH/RH Push-to-Talk Switches
| o| Aircraft Radio Call Placard
| •| Center Pedestal
---|---|---
| o| LH/RH Touch screen Controllers
---|---|---
| o| LH/RH Engine Thrust Levers with TO/GA (Takeoff / Go Around) Buttons
| o| LH/RH Engine Start Controls
| o| Fuel Controls
| o| Alternate Gear Release Handle
| o| Parking / Emergency Brake Handle
| o| Flap Control Lever
| o| Standby Pitch Trim Controls
| o| Yaw Trim Controls
| o| Roll and Yaw Trim Power Switch
| o| Environmental Controls
| o| Ice Protection Controls
| •| LH/RH Yokes
---|---|--- | 672 |
agreement_2.md | | •| LH/RH Yokes
---|---|---
| o| LH/RH AFCS Disconnect Switches
---|---|---
| o| LH/RH Pitch / Roll Trim Controls
| o| LH/RH Push-to-Talk Switches
| o| LH/RH Checklist Controls
| o| LH/RH Transponder IDENT Switches
| o| LH/RH CWS (Control Wheel Steering) Switches
| o| LH/RH AP DISC (Autopilot Disconnection) / ACK (Acknowledge) Switches
| o| LH/RH System Control Switches
| LEASE SUPP SCHED. 1A-1|
---|---|---
(Aircraft Lease MSN 42000181)
| •| Overhead Panel
---|---|---
| o| LH/RH Air Gaspers
---|---|---
| o| LH/RH Assist Handles
| o| LH/RH Map Lights
| o| Overhead Light
| o| LH/RH Speakers
| •| LH/RH Cockpit Side Ledges
---|---|---
| o| LH/RH Oxygen Masks
---|---|---
| o| LH/RH Circuit Breaker Panels
| o| LH/RH Footwell Lights
| o| LH/RH Clipboards
| o| LH/RH Chart Storage
| o| LH/RH Headset Storage
| •| LH Cockpit Divider/ RH Cabinet
---|---|---
| o| LH/RH Headset Jacks
---|---|---
| o| LH/RH USB Power Outlets
| o| Fire Extinguisher
| o| Rechargeable Flashlight | 673 |
agreement_2.md | Other Avionics and Electronics
| •| Electronic Flight Instrument System (EFIS)
---|---|---
| •| Engine Indicating System (EIS) and Aircraft Systems Indication
| •| Air Data System and Attitude Information
| •| Radio Communication System
| •| Audio System
| •| Navigation System
| •| Global Positioning System (GPS)
| •| Flight Management System (FMS)
| •| Takeoff/Landing Distance (TOLD) Management
| •| Performance (PERF) Management
| •| Transponder
| •| Traffic Collision Avoidance System (TCAS I)
| •| Terrain Awareness and Warning System (TAWS-B)
| •| Weather Radar System
| •| Electronic Standby Instrument
| •| Emergency Locator Transmitter (ELT)
| •| Garmin FliteCharts® and SafeTaxi®
| •| Maintenance Diagnostics
Miscellaneous Equipment | 674 |
agreement_2.md | Miscellaneous Equipment
| •| Forward Baggage Compartment Tie Down/Netting
---|---|---
| •| Aft Cargo Compartment Tie Down/Netting
| •| Qty 2 Bose A20 Aviation Headsets
| •| Qty 1 Rechargeable Crew Flashlight w/base
| •| Qty 1 Handheld Fire Extinguisher (Cockpit)
| •| Qty 1 Gust Lock Kit
| •| Qty 1 Emergency Exit Door (EED) Internal Lock (HJ1G5220-221-001)
| •| Qty 1 External Gust Lock (AC2) (if supplied at time of delivery)
| •| Qty 7 Life Jackets
| •| Qty 1 Cleaning Kit
| •| Qty 1 Fuel Sump Jar
| •| Qty 1 Lavatory Drain/Service Adapter Kit
| •| Qty 1 Jack Pad Set ( 1 Nose Adapter/w Bolts & 2 Main Adapters)
| •| Qty 1 Engine Inlet / Exhaust Cover Set (L & R Engines) (WP41511)
| LEASE SUPP SCHED. 1A-2|
---|---|---
(Aircraft Lease MSN 42000181)
| •| Qty 6 Static Wick Protectors (SSWC-250-55)
---|---|---
| •| Qty 2 Spare Static Wicks (DG16920-3)
| •| Qty 2 Ice Detect Probe Covers
| •| Qty 2 Smart Probe Covers (KPC3-780-45)
| •| Qty 1 Standby Smart Probe Cover (KPC4-625-45)
| LEASE SUPP SCHED. 1A-3|
---|---|--- | 675 |
agreement_2.md | | LEASE SUPP SCHED. 1A-3|
---|---|---
(Aircraft Lease MSN 42000181)
\*\*SCHEDULE NO. 2 TO LEASE SUPPLEMENT\*\*
\*\* \*\*
\*\*FINANCIAL TERMS\*\*
Rent Commencement Date: | November 23, 2021
---|---
|
Basic Term: | 60 months commencing with the Rent Commencement Date through and
including the Expiration Date.
|
Basic Rent Dates: | The twenty-third (23rd) day of each and every calendar
month from and including the First Basic Rent Date through and including the
Last Basic Rent Date.
|
First Basic Rent Date: | December 23, 2021
|
Last Basic Rent Date: | November 23, 2026
|
Expiration Date: | November 23, 2026
|
Lessee’s State and Form of Organization: | Delaware
|
Lessee’s Chief Executive Offices and Principal Place of Business: | 10845
Griffith Peak Drive, Suite 200 Las Vegas, Nevada 89135
|
Federal Taxpayer ID Number: | 87-1109618
|
Third Party Agreement(s): | Executive Aircraft Management and Charter
Services Agreement between Lessee and Great Western Air, LLC
| LEASE SUPP SCHED. 2-1|
---|---|--- | 676 |
agreement_20.md | EX-8.1
2
aercap201820-fexhibit81lis.htm
EXHIBIT 8.1
Exhibit
Exhibit 8.1
List of Subsidiaries of AerCap Holdings N.V.The subsidiaries which are taken up in the consolidated financial statements are direct and indirect subsidiaries 100% owned, unless otherwise stated. | 677 |
agreement_20.md | | |
| --- |
| |
| | | |
| Consolidated | | |
| ILFC Aruba A.V.V. | | Aruba |
| ILFC Australia Holdings Pty. Ltd. | | Australia |
| ILFC Australia Pty. Ltd. | | Australia |
| Wombat 3495 Leasing Pty Ltd | | Australia |
| Wombat 3547 Leasing Pty Ltd | | Australia |
| Wombat 3668 Leasing Pty Ltd | | Australia |
| Wombat V Leasing Pty Ltd | | Australia |
| AerCap Holdings (Bermuda) Limited | | Bermuda |
| AerCap International Bermuda Limited | | Bermuda |
| AerCap Leasing 3034 (Bermuda) Limited | | Bermuda |
| AerCap Leasing MSN 2413 (Bermuda) Limited | | Bermuda |
| AerFunding 1 Limited | | Bermuda |
| AerFunding Bermuda Leasing Limited | | Bermuda |
| Aircraft Lease Securitisation II Limited | | Bermuda |
| Aquarius Aircraft Leasing Limited | | Bermuda |
| Ararat Aircraft Leasing Limited | | Bermuda |
| Belmar Bermuda Leasing Limited | | Bermuda |
| CloudFunding III Limited | | Bermuda |
| Copperstream Aircraft Leasing Limited | | Bermuda |
| Flotlease 973 (Bermuda) Limited | | Bermuda |
| Flying Fortress Bermuda Leasing Ltd. | | Bermuda |
| Genesis Portfolio Funding I Limited | | Bermuda |
| GLS Atlantic Alpha Limited | | Bermuda |
| Goldstream Aircraft Leasing Limited | | Bermuda |
| ILFC (Bermuda) 5, Ltd. | | Bermuda | | 678 |
agreement_20.md | | ILFC (Bermuda) 5, Ltd. | | Bermuda |
| ILFC (Bermuda) III, Ltd. | | Bermuda |
| International Lease Finance Corporation, Limited | | Bermuda |
| Lare Leasing Limited | | Bermuda |
| LC (BERMUDA) NO 2 L.P. | | Bermuda |
| LC (BERMUDA) NO. 2 LTD | | Bermuda |
| Poseidon Leasing (Bermuda) Limited | | Bermuda |
| Roselawn Leasing Limited | | Bermuda |
| Ross Leasing Limited | | Bermuda |
| Sierra Leasing Limited | | Bermuda |
| Silverstream Aircraft Leasing Limited | | Bermuda |
| Skylease Bermuda Limited | | Bermuda |
| Wahaflot Leasing 3699 (Bermuda) Limited | | Bermuda |
| Westpark 1 Aircraft Leasing Limited | | Bermuda |
| Whitestream Aircraft Leasing Limited | | Bermuda |
| Whitney Leasing Limited | | Bermuda | | 679 |
agreement_20.md | 1
| |
| --- |
| |
| | | |
| | | 680 |
agreement_20.md | | |
| --- |
| |
| | | |
| AerCap Aircraft Purchase Limited | | Cayman Islands |
| AerCap HK-320-A Limited | | Cayman Islands |
| AerCap HK-320-B Limited | | Cayman Islands |
| AerCap HK-320-C Limited | | Cayman Islands |
| ILFC Cayman Limited | | Cayman Islands |
| Eaststar Limited | | China |
| North Star Company Limited | | China |
| Southstar Limited | | China |
| Sunstar Limited | | China |
| Calais Location S.A.R.L. | | France |
| Grenoble Location S.A.R.L. | | France |
| ILFC France S.A.R.L. | | France |
| Mulhouse Location S.A.R.L. | | France |
| Nancy Location S.A.R.L. | | France |
| Strasbourg Location S.A.R.L. | | France |
| Whitney France Leasing S.A.R.L. | | France |
| Aerborne Funding II Limited | | Ireland |
| AerBorne Funding Limited | | Ireland |
| AerCap A330 Holdings Limited | | Ireland |
| AerCap Administrative Services Limited | | Ireland |
| AerCap Aircraft 73B-30661 Limited | | Ireland |
| AerCap Aircraft 73B-32841 Limited | | Ireland |
| AerCap Aircraft 77B-32717 Limited | | Ireland |
| AerCap Asset Finance Limited | | Ireland |
| AerCap Cash Manager Limited | | Ireland |
| AerCap Celtavia 4 Limited | | Ireland |
| AerCap Engine Leasing Limited | | Ireland | | 681 |
agreement_20.md | | AerCap Celtavia 4 Limited | | Ireland |
| AerCap Engine Leasing Limited | | Ireland |
| AerCap Finance Limited | | Ireland |
| AerCap Financial Services (Ireland) Limited | | Ireland |
| AerCap Holding & Finance Limited | | Ireland |
| AerCap Ireland Asset Investment 1 Limited | | Ireland |
| AerCap Ireland Asset Investment 2 Limited | | Ireland |
| AerCap Ireland Capital Designated Activity Company | | Ireland |
| AerCap Ireland Funding 1 Limited | | Ireland |
| AerCap Ireland Limited | | Ireland |
| AerCap Irish Aircraft Leasing 2 Limited | | Ireland |
| AerCap Leasing 3034 Limited | | Ireland |
| AerCap Leasing 8 Limited | | Ireland |
| AerCap Leasing 946 Limited | | Ireland |
| AerCap Partners 2 Holding Limited | | Ireland |
| AerCap Partners 2 Limited | | Ireland |
| AerCap Partners 3 Holding Limited | | Ireland |
| AerCap Partners 767 Holdings Limited | | Ireland |
| AerCap Partners 767 Limited | | Ireland |
| AerCap Partners I Holding Limited | | Ireland | | 682 |
agreement_20.md | 2
| |
| --- |
| |
| | | |
| | | 683 |
agreement_20.md | | |
| --- |
| |
| | | |
| AerCap Partners I Limited | | Ireland |
| AerFi Group Limited | | Ireland |
| AerVenture Export Leasing Limited | | Ireland |
| AerVenture Limited | | Ireland |
| Aircraft Portfolio Holding Company Limited | | Ireland |
| Aircraft Portfolio Holding Company No. 2 Limited | | Ireland |
| Andes Aircraft Leasing Limited | | Ireland |
| Andromeda Aircraft Leasing Limited | | Ireland |
| Annamite Aircraft Leasing Limited | | Ireland |
| Arfaj Aircraft Leasing Limited | | Ireland |
| Artemis (Delos) Limited | | Ireland |
| Artemis Aircraft 32A-3309 Limited | | Ireland |
| Artemis Aircraft 32A-3385 (Ireland) Limited | | Ireland |
| Artemis Aircraft 32A-3388 (Ireland) Limited | | Ireland |
| Artemis Aircraft 77B-32725 Limited | | Ireland |
| Artemis Ireland Leasing Limited | | Ireland |
| Ballymoon Aircraft Solutions Limited | | Ireland |
| Ballysky Aircraft Ireland Limited | | Ireland |
| Ballystar Aircraft Solutions Limited | | Ireland |
| BlowfishFunding Limited | | Ireland |
| Burgundy Aircraft Leasing Limited | | Ireland |
| Calliope Limited | | Ireland |
| Camden Aircraft Leasing Limited | | Ireland |
| Cash Manager Limited | | Ireland |
| Castletroy Leasing Limited | | Ireland |
| CelestialFunding Limited | | Ireland |
| Celtago Funding Limited | | Ireland |
| Celtago II Funding Limited | | Ireland | | 684 |
agreement_20.md | | Celtago Funding Limited | | Ireland |
| Celtago II Funding Limited | | Ireland |
| Cesium Funding Limited | | Ireland |
| Charleville Aircraft Leasing Limited | | Ireland |
| CieloFunding Holdings Limited | | Ireland |
| CieloFunding II Limited | | Ireland |
| CieloFunding Limited | | Ireland |
| Clarity Leasing Limited | | Ireland |
| CloudFunding II Limited | | Ireland |
| CloudFunding Limited | | Ireland |
| CuttlefishFunding Limited | | Ireland |
| Danang Aircraft Leasing Limited | | Ireland |
| Danang Aircraft Leasing No. 2 Limited | | Ireland |
| DartfishFunding Designated Activity Company | | Ireland |
| Delos Aircraft 76B-29387 Designated Activity Company | | Ireland |
| Delos Aircraft Limited | | Ireland |
| Eden Aircraft Holding No. 2 Limited | | Ireland |
| Electra Funding Ireland Limited | | Ireland |
| Eris Aircraft Limited | | Ireland | | 685 |
agreement_20.md | 3
| |
| --- |
| |
| | | |
| | | 686 |
agreement_20.md | | |
| --- |
| |
| | | |
| Excalibur Aircraft Leasing Limited | | Ireland |
| Fansipan Aircraft Leasing Limited | | Ireland |
| FirefishFunding Limited | | Ireland |
| Flotlease MSN 3699 Limited | | Ireland |
| Flotlease MSN 973 Limited | | Ireland |
| FlyFunding Limited | | Ireland |
| Flying Fortress Ireland Leasing Limited | | Ireland |
| Fortress Aircraft 32A-2730 Limited | | Ireland |
| Fortress Aircraft 33A-0366 Limited | | Ireland |
| Fortress Aircraft 76B-29383 Designated Activity Company | | Ireland |
| Fortress Aircraft 78B-38761 Limited | | Ireland |
| Fortress Ireland Leasing Limited | | Ireland |
| Geministream Aircraft Leasing Limited | | Ireland |
| Gladius Funding Limited | | Ireland |
| Glide Aircraft 35A-29 Ltd | | Ireland |
| Glide Aircraft 73B-41815 Limited | | Ireland |
| Glide Aircraft 78B-38765 Limited | | Ireland |
| Glide Funding Limited | | Ireland |
| Goldfish Funding Limited | | Ireland |
| Gunung Leasing Limited | | Ireland |
| Harmonic Aircraft Leasing Limited | | Ireland |
| Hyperion Aircraft Financing Limited | | Ireland |
| Hyperion Aircraft Limited | | Ireland |
| ILFC Aircraft 32A-1808 Limited | | Ireland |
| ILFC Aircraft 32A-1884 Limited | | Ireland |
| ILFC Aircraft 32A-1901 Limited | | Ireland | | 687 |
agreement_20.md | | ILFC Aircraft 32A-1901 Limited | | Ireland |
| ILFC Aircraft 32A-1905 Limited | | Ireland |
| ILFC Aircraft 32A-2064 Limited | | Ireland |
| ILFC Aircraft 32A-2076 Limited | | Ireland |
| ILFC Aircraft 32A-2279 Limited | | Ireland |
| ILFC Aircraft 32A-2707 Limited | | Ireland |
| ILFC Aircraft 32A-2726 Limited | | Ireland |
| ILFC Aircraft 32A-2797 Limited | | Ireland |
| ILFC Aircraft 32A-3065 Limited | | Ireland |
| ILFC Aircraft 32A-3070 Limited | | Ireland |
| ILFC Aircraft 32A-3114 Limited | | Ireland |
| ILFC Aircraft 32A-3116 Limited | | Ireland |
| ILFC Aircraft 32A-3124 Limited | | Ireland |
| ILFC Aircraft 32A-4619 Limited | | Ireland |
| ILFC Aircraft 32A-591 Limited | | Ireland |
| ILFC Aircraft 32A-666 Limited | | Ireland |
| ILFC Aircraft 33A-1284 Limited | | Ireland |
| ILFC Aircraft 33A-253 Limited | | Ireland |
| ILFC Aircraft 33A-272 Limited | | Ireland |
| ILFC Aircraft 33A-432 Limited | | Ireland | | 688 |
agreement_20.md | 4
| |
| --- |
| |
| | | |
| | | 689 |
agreement_20.md | | |
| --- |
| |
| | | |
| ILFC Aircraft 33A-444 Limited | | Ireland |
| ILFC Aircraft 33A-454 Limited | | Ireland |
| ILFC Aircraft 33A-469 Limited | | Ireland |
| ILFC Aircraft 33A-822 Limited | | Ireland |
| ILFC Aircraft 33A-911 Limited | | Ireland |
| ILFC Aircraft 73B-29344 Limited | | Ireland |
| ILFC Aircraft 73B-29368 Limited | | Ireland |
| ILFC Aircraft 73B-29369 Limited | | Ireland |
| ILFC Aircraft 73B-30658 Limited | | Ireland |
| ILFC Aircraft 73B-30665 Limited | | Ireland |
| ILFC Aircraft 73B-30667 Limited | | Ireland |
| ILFC Aircraft 73B-30669 Limited | | Ireland |
| ILFC Aircraft 73B-30672 Limited | | Ireland |
| ILFC Aircraft 73B-30673 Limited | | Ireland |
| ILFC Aircraft 73B-30694 Limited | | Ireland |
| ILFC Aircraft 73B-30695 Limited | | Ireland |
| ILFC Aircraft 73B-30696 Limited | | Ireland |
| ILFC Aircraft 73B-30701 Limited | | Ireland |
| ILFC Aircraft 73B-35275 Limited | | Ireland |
| ILFC Aircraft 73B-38828 Limited | | Ireland |
| ILFC Aircraft 73B-41784 Limited | | Ireland |
| ILFC Aircraft 73B-41785 Limited | | Ireland | | 690 |
agreement_20.md | | ILFC Aircraft 73B-41785 Limited | | Ireland |
| ILFC Aircraft 73B-41789 Limited | | Ireland |
| ILFC Aircraft 73B-41790 Limited | | Ireland |
| ILFC Aircraft 73B-41791 Limited | | Ireland |
| ILFC Aircraft 73B-41792 Limited | | Ireland |
| ILFC Aircraft 73B-41793 Limited | | Ireland |
| ILFC Aircraft 73B-41795 Limited | | Ireland |
| ILFC Aircraft 73B-41802 Limited | | Ireland |
| ILFC Aircraft 73B-41803 Limited | | Ireland |
| ILFC Aircraft 75B-26330 Limited | | Ireland |
| ILFC Aircraft 75B-27208 Designated Activity Company | | Ireland |
| ILFC Aircraft 75B-29381 Limited | | Ireland |
| ILFC Aircraft 76B-27610 Limited | | Ireland |
| ILFC Aircraft 76B-27616 Limited | | Ireland |
| ILFC Aircraft 76B-27958 Limited | | Ireland |
| ILFC Aircraft 76B-28111 Limited | | Ireland |
| ILFC Aircraft 76B-28207 Limited | | Ireland |
| ILFC Aircraft 76B-29435 Limited | | Ireland |
| ILFC Aircraft 77B-29908 Limited | | Ireland |
| ILFC Aircraft 78B-38785 Limited | | Ireland |
| ILFC Ireland 2 Limited | | Ireland |
| ILFC Ireland 3 Limited | | Ireland |
| ILFC Ireland Leasing Limited | | Ireland |
| ILFC Ireland Limited | | Ireland | | 691 |
agreement_20.md | 5
| |
| --- |
| |
| | | |
| | | 692 |
agreement_20.md | | |
| --- |
| |
| | | |
| Iridium Funding Limited | | Ireland |
| Jade Aircraft Leasing Limited | | Ireland |
| Jasmine Aircraft Leasing Limited | | Ireland |
| Jasper Aircraft Leasing Limited | | Ireland |
| Leostream Aircraft Leasing Limited | | Ireland |
| Librastream Aircraft Leasing Limited | | Ireland |
| Limelight Funding Limited | | Ireland |
| Lishui Aircraft Leasing Limited | | Ireland |
| Mainstream Aircraft Leasing Limited | | Ireland |
| Melodic Aircraft Leasing Limited | | Ireland |
| Menelaus I Limited | | Ireland |
| Menelaus II Designated Activity Company | | Ireland |
| Menelaus III Limited | | Ireland |
| Menelaus IV Limited | | Ireland |
| Menelaus V Limited | | Ireland |
| Menelaus VI Limited | | Ireland |
| Menelaus VII Limited | | Ireland |
| Menelaus VIII Limited | | Ireland |
| Mentes I Ireland Leasing Limited | | Ireland |
| Mentes II Ireland Leasing Limited | | Ireland |
| Mentes III Ireland Leasing Limited | | Ireland |
| Mentes IV Ireland Leasing Limited | | Ireland |
| Mentes V Ireland Leasing Limited | | Ireland |
| Mentes VI Ireland Leasing Limited | | Ireland |
| Mentes VII Ireland Leasing Limited | | Ireland |
| Monophonic Aircraft Leasing Limited | | Ireland |
| Moonlight Aircraft Leasing (Ireland) Limited | | Ireland |
| NimbusFunding Limited | | Ireland |
| Pearl Funding Limited | | Ireland | | 693 |
agreement_20.md | | NimbusFunding Limited | | Ireland |
| Pearl Funding Limited | | Ireland |
| Philharmonic Aircraft Leasing Limited | | Ireland |
| Platinum Aircraft Leasing Limited | | Ireland |
| Polyphonic Aircraft Leasing Limited | | Ireland |
| Quadrant MSN 5719 Limited | | Ireland |
| Quadrant MSN 5802 Limited | | Ireland |
| Quadrant MSN 5869 Limited | | Ireland |
| Quiescent Holdings Limited | | Ireland |
| RainbowFunding Limited | | Ireland |
| Riggs Leasing Limited | | Ireland |
| Rouge Aircraft Leasing Limited | | Ireland |
| Scandium Funding Limited | | Ireland |
| Scarlet Aircraft Leasing Limited | | Ireland |
| Serranus Funding Limited | | Ireland |
| Shrewsbury Aircraft Leasing Limited | | Ireland |
| SkyFunding II Holdings Limited | | Ireland |
| SkyFunding II Limited | | Ireland | | 694 |
agreement_20.md | 6
| |
| --- |
| |
| | | |
| | | 695 |
agreement_20.md | | |
| --- |
| |
| | | |
| SkyFunding Leasing 1 Limited | | Ireland |
| SkyFunding Limited | | Ireland |
| Skylease MSN (3365) Limited | | Ireland |
| Skylease MSN (3392) Limited | | Ireland |
| Skylease MSN 3545 Limited | | Ireland |
| Skylease MSN 3564 Limited | | Ireland |
| Skylease MSN 3574 Limited | | Ireland |
| Skylease MSN 3711 Limited | | Ireland |
| Skylease MSN 3778 Limited | | Ireland |
| Skylease MSN 3825 Limited | | Ireland |
| Skylease MSN 3859 Limited | | Ireland |
| Skylease MSN 4168 Limited | | Ireland |
| Skylease MSN 4241 Limited | | Ireland |
| Skylease MSN 4254 Limited | | Ireland |
| Skylease MSN 4267 Limited | | Ireland |
| Skyscape Limited | | Ireland |
| SoraFunding Limited | | Ireland |
| StratocumulusFunding Limited | | Ireland |
| StratusFunding Limited | | Ireland |
| Streamline Aircraft Leasing Limited | | Ireland |
| Sunflower Aircraft Leasing Limited | | Ireland |
| Symphonic Aircraft Leasing Limited | | Ireland |
| Synchronic Aircraft Leasing Limited | | Ireland |
| Temescal Aircraft 32A-2383 Limited | | Ireland |
| Temescal Aircraft 33A-0758 Limited | | Ireland | | 696 |
agreement_20.md | | Temescal Aircraft 33A-0758 Limited | | Ireland |
| TetraFunding Limited | | Ireland |
| Transversal Aircraft Holdings Limited | | Ireland |
| Transversal Aircraft Leasing Limited | | Ireland |
| Triple Eight Aircraft Holdings Limited | | Ireland |
| Triple Eight Aircraft Leasing Limited | | Ireland |
| Verde Aircraft Finance Limited | | Ireland |
| Verde Aircraft Investment Limited | | Ireland |
| Virgostream Aircraft Leasing Limited | | Ireland |
| Whitney Ireland Leasing Limited | | Ireland |
| XLease MSN 3008 Limited | | Ireland |
| XLease MSN 3420 Limited | | Ireland |
| Acorn Aviation Limited | | Isle of Man |
| AerCap Holding (IOM) Limited | | Isle of Man |
| AerCap International (Isle of Man) Limited | | Isle of Man |
| AerCap IOM 2 Limited | | Isle of Man |
| AerCap Note Purchaser (IOM) Limited | | Isle of Man |
| CRESCENT AVIATION LIMITED | | Isle of Man |
| Stallion Aviation Limited | | Isle of Man |
| AerCap Jet Limited | | Jersey |
| Delos Finance S.a.r.l. | | Luxembourg | | 697 |
agreement_20.md | 7
| |
| --- |
| |
| | | |
| | | 698 |
agreement_20.md | | |
| --- |
| |
| | | |
| ILFC Labuan ECA Ltd. | | Malaysia |
| ILFC Labuan Ltd. | | Malaysia |
| AerCap A330 Holdings B.V. | | Netherlands |
| AerCap AerVenture Holding B.V. | | Netherlands |
| AerCap Aircraft 73B-30645 B.V. | | Netherlands |
| AerCap Aviation Solutions B.V. | | Netherlands |
| AerCap B.V. | | Netherlands |
| AerCap Dutch Aircraft Leasing I B.V. | | Netherlands |
| AerCap Dutch Aircraft Leasing IV B.V. | | Netherlands |
| AerCap Dutch Aircraft Leasing VII B.V. | | Netherlands |
| AerCap Dutch Global Aviation B.V. | | Netherlands |
| AerCap Group Services B.V. | | Netherlands |
| AerCap International B.V. | | Netherlands |
| AerCap Leasing XIII B.V. | | Netherlands |
| AerCap Leasing XXX B.V. | | Netherlands |
| AerCap Netherlands B.V. | | Netherlands |
| Annamite Aircraft Leasing B.V. | | Netherlands |
| BlowfishFunding B.V. | | Netherlands |
| Clearstream Aircraft Leasing B.V. | | Netherlands |
| FodiatorFunding B.V. | | Netherlands |
| Goldfish Funding B.V. | | Netherlands |
| Harmony Funding B.V. | | Netherlands |
| Harmony Funding Holdings B.V. | | Netherlands |
| ILFC Aviation Services (Europe) B.V. | | Netherlands |
| NimbusFunding B.V. | | Netherlands | | 699 |