EXHIBIT 10.37
FIRST AMENDMENT TO AIRCRAFT LEASE AGREEMENT
(N262SK)
THIS FIRST AMENDMENT TO AIRCRAFT LEASE AGREEMENT (N262SK) (this
"Amendment") is dated as of the 14th day of January, 2000 between FINOVA CAPITAL
CORPORATION, a Delaware corporation ("Lessor"), as lessor, and CHAUTAUQUA
AIRLINES, INC., a New York corporation ("Lessee"), as lessee.
WITNESSETH:
WHEREAS, Lessor, as lessor, and Lessee, as lessee, are parties to that
certain Aircraft Lease Agreement (N262SK) dated as of September 2, 1999 (the
"Lease Agreement"), as supplemented by Lease Supplement No. 1 (N262SK) dated as
of September 2, 1999 (the "Lease Supplement"), with such Lease Agreement and
Lease Supplement (collectively, the "Lease") being filed with the Federal
Aviation Administration ("FAA") on September 2,1999 and recorded by the FAA on
October 5, 1999 at Conveyance Number JJ31743; and
WHEREAS, all capitalized terms not otherwise defined herein shall have the
same meaning as provided in the Lease; and
WHEREAS, pursuant to the Lease (with all capitalized terms not otherwise
defined herein having the same meaning as ascribed to such terms in the Lease),
Lessor and Lessee agreed that, upon the parties making a final determination of
the actual amount of the Transaction Expenses associated with the Delivery, the
parties would adjust (a) the amount of the Basic Rent and (b) the Stipulated
Loss Value (in both cases so as to preserve Lessor's Net Economic Return); and
WHEREAS, Lessor and Lessee have agreed upon the actual amount of the
Transaction Expenses associated with the Delivery; and
WHEREAS, Lessor and Lessee wish to amend the Lease to reflect the adjusted
Basic Rent and Stipulated Loss Value amounts.
NOW, THEREFORE, in consideration of the mutual covenants contained herein
and for other good and valuable consideration, the receipt and adequacy of which
the parties hereto acknowledge, Lessor and Lessee hereby agree as follows:
1. DEFINITIONS. Unless otherwise defined in this Agreement, all
capitalized terms set forth in this Amendment shall have the same meaning as
ascribed to such terms in the Lease.
2. INCORPORATION OF THIS AMENDMENT. All references to "this Agreement,"
"this Lease," and similar references in the Lease shall be deemed to refer to
the Lease as amended by this Amendment.
3. AMENDMENT OF AMOUNT OF BASIC RENT. The amount of Basic Rent is hereby
adjusted by deleting, in its entirety, APPENDIX B to the Lease, and replacing
such appendix with APPENDIX B hereto. The adjustment in the amount of Basic Rent
pursuant to this Section 3 shall be applied retroactively from the Delivery
Date.
4. AMENDMENT OF STIPULATED LOSS VALUE. The Stipulated Loss Value is hereby
adjusted by deleting, in its entirety, APPENDIX H to the Lease, and replacing
such appendix with APPENDIX H hereto. The adjustment in the amount of the
Stipulated Loss Value pursuant to this Section 4 shall be applied retroactively
from the Delivery Date.
5. CAPTIONS. The captions or headings in this Amendment are for
convenience only and in no way define, limit or describe the scope or intent of
any provision of this Amendment.
6. COUNTERPARTS. This Amendment may be signed in any number of
counterparts with the same effect as if the signatures thereto were upon the
same instrument.
7. SEVERABILITY. Any provision of this Amendment which is prohibited or
unenforceable shall be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof.
8. SURVIVAL OF NON-AMENDED TERMS. Except as expressly amended pursuant to
this Amendment, all of the terms of the Lease shall survive the effectiveness of
this Amendment, remaining in full force and effect.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties hereto have executed this First
Amendment to Aircraft Lease Agreement (N262SK) as of the day and year first
herein written.
FINOVA CAPITAL CORPORATION, a
Delaware corporation
BY: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇
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NAME: ▇▇▇ ▇. ▇▇▇▇▇▇
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TITLE: Vice President
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CHAUTAUQUA AIRLINES, INC., a New
York corporation
BY: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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NAME: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
TITLE: VP / CFO
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APPENDIX B
TO
FIRST AMENDMENT TO AIRCRAFT LEASE AGREEMENT (N262SK)
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PARTICULAR COMMERCIAL CONDITIONS
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1. Basic Rent:
During the Term, Basic Rent shall be payable monthly in advance
commencing on the Delivery Date and thereafter on each Rent Date in the
following amounts:
On the Delivery Date, the initial payment of Basic Rent shall be in
an amount equal to:
[*]
(the "Base Lease Rent Amount") times a fraction, the numerator
of which shall be the number of days which shall transpire
from the Delivery Date through the last day of the month in
which the Delivery Date occurs, and the denominator of which
shall be the number thirty (30)
Commencing on the first day of the month immediately following the
month in which the Delivery Date occurs, and continuing through the
last day of the month immediately preceding the month in which the
Initial Expiration Date occurs, Basic Rent shall be in the amount of
the Base Lease Rent Amount;
The amount of Basic Rent owing for the month in which the Initial
Expiration Date occurs shall equal one of the following two amounts,
depending upon whether Lessee has exercised its Renewal Option:
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* Confidential
If Lessee has not exercised its Renewal Option, the Basic
Rent for such month shall be equal to the following amount
(the "Final Base Lease Rent Amount"): the Base Lease Rent
Amount times a fraction, the numerator of which shall be the
number of days which shall transpire from the first day of
such month through the Initial Expiration Date, and the
denominator of which shall be the number thirty (30); and
If Lessee has exercised its Renewal Option, the Basic Rent
for such month shall be equal to the sum of (a) the Final
Base Lease Rent Amount plus (b) an amount equal to [*]
(the "Renewal Period Rent Amount") times a fraction, the
numerator of which shall equal the number of days which
shall transpire from the Initial Expiration Date through the
last day of the month in which the Initial Expiration Date
occurs, and the denominator of which shall be the number
thirty (30).
During the Renewal Period, if any, Basic Rent shall be in the
following amounts:
Commencing with the first day of the month immediately
following the month in which the Initial Expiration Date
occurs, and continuing through the last day of the month
immediately prior to the end of the Renewal Period, Basic
Rent shall equal the Renewal Period Rent Amount; and
During the final month of the Term, the amount of Basic Rent
shall equal the Renewal Period Rent Amount times a fraction,
the numerator of which shall be the number of days which
shall transpire from the first day of such month through the
end of the Renewal Period, and the denominator of which shall
be the number thirty (30).
2. AMOUNT OF PURCHASE PRICE PURSUANT TO PURCHASE AGREEMENT:
[*]
3. PURSUANT TO PURCHASE OPTION UNDER SECTION 3.9, AMOUNTS OF BASE TERM
PURCHASE PRICE AND RENEWAL PERIOD PURCHASE PRICE:
Base Term Purchase Price: [*]
Dollars [*]
Renewal Period Purchase Price: [*]
[*] Dollars [*]
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* Confidential
4. INTEREST RATE:
Overdue amounts shall bear interest at a floating PER ANNUM rate
(computed on the basis of a 365-day year and actual days elapsed) equal to
(a) the interest rate announced from time to time by Citibank, N.A. in New
York, New York as its "base rate" plus (b) [*].
5. LESSOR'S BANK ACCOUNT:
Unless Lessor otherwise directs in writing, all payments payable to
Lessor hereunder shall be made by wire transfer of same-day federal funds
to the bank account of Lessor described as follows:
BANK: Citibank, NA., New York, New York
FOR THE ACCOUNT OF: FINOVA Capital Corporation
ACCOUNT NO. [*]
ABA ROUTING NO.: [*]
REFERENCE: Chautauqua -- N262SK
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* Confidential
Appendix H
[CONFIDENTIAL MATERIAL OMITTED
AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL
TREATMENT]
NOTE TO EXHIBIT 10.37
The three additional First Amendments to Aircraft Lease Agreements are
substantially identical in all material respects to the filed First Amendment
to Aircraft Lease Agreement except as follows:
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TAIL NUMBER CLOSING DATE OWNER-PARTICIPANT
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N262SK September, 1999 Finova Capital Corp.
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N263SK October, 1999 Finova Capital Corp.
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N264SK February, 2000 Finova Capital Corp.
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