EXECUTION COPY
AMENDMENT NO. 3
TO
AIRCRAFT LEASE AGREEMENT
This AMENDMENT NO. 3 TO AIRCRAFT LEASE AGREEMENT (this "Amendment
No. 3"), dated as of May 3, 2000, is by and among FIRST SECURITY BANK, N.A., not
in its individual capacity (except as expressly provided herein) but solely as
owner trustee, a national banking association organized and existing under the
laws of the United States of America with its principal place of business at ▇▇
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇.▇.▇. ("Owner Trustee" or
"Lessor"), SCANDINAVIAN AIRLINES SYSTEM Denmark-Norway-Sweden, a consortium
organized and existing under the laws of Denmark, Norway and Sweden, with its
principal office at ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇, ▇▇▇▇▇, ▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇
("Lessee") and SAS CAPITAL B.V., a company organized and existing under the laws
of The Netherlands with its principal office at ▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇,
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ("SAS BV"). Capitalized terms not defined herein are used as
defined in the Lease (as defined below).
RECITALS
A. Pursuant to the Aircraft Lease Agreement dated 29 December, 1993, among
CIT Leasing (Bermuda), Ltd., as lessor, Lessee and SAS BV, as amended by
the Deed of Novation and Amendment dated 28 August 1997 by and among
Lessee, SAS BV, Lessor, AFG Investment Trust C ("Trust C"), AFG Investment
Trust D ("Trust D"), CIT Leasing (Bermuda), Ltd. and C.I.T. Leasing
Corporation ("Lender") and by Amendment No. 2 dated as of December 23,
1998 among Lessor, Lessee and SAS BV ("Amendment No. 2" and collectively,
the "Lease"), Lessor leased to Lessee one Boeing 767-300ER Aircraft
bearing manufacturer's serial number 24475 and Norwegian Registration ▇▇▇▇
LN-RCG (as more particularly described in the Lease, the "Aircraft");
B. Pursuant to Amendment No. 2, the Lease Term was extended for an additional
period of two (2) years, commencing on December 30, 1998 and terminating
on December 29, 2000 (the "Existing Lease Term"). Lessee and Lessor desire
to amend the Lease to extend the Lease Term for an additional period of
two (2) years and eleven (11) months, commencing on December 30, 2000 and
terminating on November 29, 2003, subject to the terms and conditions
contained herein; and
C. Lender has agreed to consent to this Amendment No. 3, as such consent is
required under the Aircraft Lease Assignment dated 28 August 1997, by and
among Lessor, Trust C, Trust D, AFG ▇▇▇▇ Corp. and Lender;
NOW, THEREFORE, in consideration of the premises and other good and
sufficient consideration, Lessee, SAS BV and Lessor agree that the Lease shall
be amended as follows:
1. Extension of Term. Provided that no Termination Event shall have occurred
and be continuing on the last day of the Existing Lease Term or the first
day of the Extended Term as defined below, the Lease Term shall be
extended for a period of two (2) years and eleven (11) months, commencing
on December 30, 2000 and ending on November 29, 2003 (the "Extended
Term").
2. Rent. Notwithstanding anything to the contrary in the Lease, including,
without limitation clause 7.1(b) of the Lease, the Rent payable on
December 30, 2000 and on each monthly Payment Date thereafter during the
Extended Term shall be U.S.$550,000.00 (the "Extension Rental Amount").
3. Agreed Value. The Agreed Value for the Aircraft during the Extended Term
shall be as set forth in Schedule 1 attached hereto.
4. Extension Options. Notwithstanding anything to the contrary in the Lease,
Lessee shall be entitled, provided no Termination Event has occurred and
is continuing, on giving Lessor written notice (which notice, when given
shall be irrevocable) not less than one hundred and eighty (180) days
prior to the end of the Extended Term to extend the Lease Term for one
twelve (12) month period (the "Renewal Term"). During the Renewal Term the
provisions of the Lease shall remain in full force and effect, provided
that notwithstanding anything to the contrary in the Lease, including,
without limitation clause 7.1(b) of the Lease, the Rent payable on each
Payment Date during the Renewal Term shall be the Extension Rental Amount.
5. Aircraft Modifications. Lessor hereby consents to the modifications to the
Aircraft performed substantially in accordance with Schedule 2 attached
hereto (the "Modifications"), but only to the extent that the
Modifications comply with all requirements set forth in the Lease,
including without limitation, clauses 13 and 19 thereof. Lessor agrees
that in the event that the Modifications are completed in accordance with
the preceding sentence, Lessor shall, upon the return of the Aircraft in
accordance with the provisions of clause 19 of the Lease and so long as no
Termination Event shall have occurred and be continuing, pay Lessee in a
lump sum an amount equal to the product of (a) the lower of (i)
US$1,400,000.00 or (ii) the actual cost of the Modifications incurred by
Lessee and (b) the quotient obtained by dividing (i) the number of
calendar months from the date the Modifications are completed to the
expiration or termination of the Lease Period (as extended hereby and as
may be further extended pursuant to paragraph 4 above or terminated in
accordance with the Lease, including, without limitation, pursuant to
clause 21.1 thereof) by (ii) eighty four (84). Lessee will notify Lessor
promptly after the Modifications have been completed, including the date
of completion, the costs incurred by Lessee, and documentation of the
costs incurred reasonably satisfactory to Lessor.
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6. Representations and Warranties. Each party represents and warrants to the
other that (i) it is duly organized, validly existing and in good standing
under the laws of its jurisdiction of incorporation or organization, (ii)
it has the full power, authority and legal right to execute, deliver and
perform its obligations under this Amendment No. 3, (iii) such execution,
delivery and performance have been duly authorized by all necessary
action, are not inconsistent with its organizational documents, do not
violate any provision of any law, rule or regulation applicable to it, or
any judgment or order binding on it, and do not contravene any provision
of, or constitute a default under, any material indenture, mortgage,
contract, or other instrument to which it is a party or by which it or its
properties are bound, and (iv) this Amendment No. 3 has been duly executed
and delivered by it and constitutes its legal, valid and binding
obligation, enforceable in accordance with its terms.
Lessee represents and warrants to the Lessor that, to the best of its
knowledge and belief, no Relevant Event has occurred and is continuing.
7. Effectiveness of the Lease. Except as specifically amended by this
Amendment No. 3, the Lease remains in full force and effect and has not
otherwise been amended or modified.
8. Counterparts. This Amendment No. 3 may be executed by the parties in
separate counterparts, each of which when so executed and delivered shall
be an original, but all such counterparts shall together constitute but
one and the same instrument.
9. Governing Law; Effectiveness. This Amendment No. 3 shall be governed by
and construed in accordance with English law and shall be effective upon
the last to occur of (i) the execution hereof by Lessor, Lessee and SAS BV
and (ii) the receipt by Lessor of the written consent of Lender hereto.
10. Expenses. Each party shall pay its own costs and expenses in connection
with the preparation, execution and delivery of this Amendment No. 3.
11. Registration. Each party agrees to any registration or filing under the
laws of Norway in respect of this Amendment No. 3 necessary or appropriate
to cause the Aircraft to remain duly registered in the Register of
Aircraft in accordance with the laws of Norway during the Extended Term as
required under clause 15.2 of the Lease.
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IN WITNESS WHEREOF, Lessor, Lessee and SAS BV have caused this
Amendment No. 3 to be duly executed as of the date and year first above written.
FIRST SECURITY BANK, NA,
not in its individual capacity but
solely as Owner Trustee
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
SCANDINAVIAN AIRLINES SYSTEM
Denmark, Norway, Sweden
Lessee
By: /s/ CHRISTER EK
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Name: Christer Ek
Title: Director Aircraft Trading
SAS CAPITAL BV
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title:
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title:
[Signature Page to Amendment No. 3]
AGREED VALUE
SCANDINAVIAN AIRLINE SYSTEMS
Schedule 1--Agreed Value
(Stated as a Percentage of Equipment Cost)
AFTER AGREED
PAYMENT DUE VALUE %*
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30-Dec-00 85.31
30-Jan-01 84.73
28-Feb-01 84.15
30-Mar-01 83.56
30-Apr-01 82.97
31-May-01 82.37
30-Jun-01 81.76
30-Jul-01 81.15
30-Aug-01 80.53
30-Sep-01 79.91
30-Oct-01 79.28
30-Nov-01 78.64
30-Dec-01 78.00
30-Jan-02 77.34
28-Feb-02 76.69
30-Mar-02 76.02
30-Apr-02 75.35
30-May-02 74.67
30-Jun-02 73.98
30-Jul-02 73.29
30-Aug-02 72.59
30-Sep-02 71.88
30-Oct-02 71.16
30-Nov-02 70.44
30-Dec-02 69.71
30-Jan-03 68.97
28-Feb-03 68.22
30-Mar-03 67.46
30-Apr-03 66.70
30-May-03 65.93
30-Jun-03 65.15
30-Jul-03 64.36
30-Aug-03 63.56
30-Sep-03 62.75
30-Oct-03 61.94
30-Nov-03 61.00
*The Agreed Value for each date set forth in this Schedule 1 shall equal the
product of the Agreed Value % set forth opposite such date multiplied by
$65,000,000.
Schedule 2
MODIFICATIONS