PURCHASE AND SALE AGREEMENT AMONG BOEING CAPITAL CORPORATION, BCC EQUIPMENT LEASING CORPORATION, MCDONNELL DOUGLAS OVERSEAS FINANCE CORPORATION, BOEING CAPITAL LOAN CORPORATION AND GENERAL ELECTRIC CAPITAL CORPORATION Dated as of May 24, 2004
Exhibit 10.1
AMONG
BOEING CAPITAL CORPORATION,
BCC EQUIPMENT LEASING CORPORATION,
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ OVERSEAS FINANCE CORPORATION,
BOEING CAPITAL LOAN CORPORATION
AND
GENERAL ELECTRIC CAPITAL CORPORATION
Dated as of May 24, 2004
TABLE OF CONTENTS
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Representations and Warranties with Respect to Specified Portfolio Assets. |
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Representations and Warranties with respect to Equity Assets. |
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iv
PURCHASE AND SALE AGREEMENT, dated as of May 24, 2004, among Boeing Capital Corporation, a Delaware corporation (“Boeing Capital”) and each of the other sellers listed on Schedule 1.1 hereto (each a “Seller” and collectively, “Sellers”) and General Electric Capital Corporation, a Delaware corporation (“Buyer”).
W I T N E S S E T H:
WHEREAS, Sellers are engaged in the commercial lending and leasing business (sometimes referred to as the CFS business) pursuant to which Sellers have provided various leases and secured and unsecured credit facilities, including loans, leases intended as security and other types of commercial finance facilities to various borrowers, lessees and other obligors in the form of the Portfolio Assets (the “Business”). For the avoidance of doubt, the Business does not include the commercial aircraft financing business or the space and defense financing business of Boeing Capital or any of the other Sellers or their Affiliates; and
WHEREAS, Sellers desire to sell to Buyer, and Buyer desires to purchase from Sellers, the Assets (and excluding the Excluded Assets), and Buyer is willing to assume the Assumed Liabilities (each as hereinafter defined), all on the terms and subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual representations, covenants and agreements hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, it is hereby agreed among Buyer and Sellers as follows (certain initially capitalized terms used herein are defined in Section 13):
SECTION 1
1.1 Purchase and Sale of Assets.
(a) Upon the terms and subject to the conditions of this Agreement, on the Closing Dates, Buyer shall purchase from Sellers, and Sellers shall irrevocably sell, convey, transfer, assign and deliver to Buyer, all right, title and interest of Sellers in and to all of the following (the “Assets”):
(i) Subject to Section 5.2(d), the Specified Portfolio Assets;
(ii) The tangible personal property located at the Facilities and set forth on Schedule 1.1(a)(ii) (the “Equipment”);
(iii) All Contracts related solely to the Business set forth on Schedule 1.1(a)(iii) (the “Assigned Contracts”);
(iv) All Tax refunds related to the Business that are not Excluded Assets;
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(v) All rights, claims, credits, causes of action or rights of set-off of Sellers against third parties relating to the Specified Portfolio Assets (subject to Section 5.2(d)), including claims pursuant to all warranties, representations and guarantees made by suppliers, manufacturers, contractors and other third parties in connection with products or services purchased by or furnished to Sellers affecting any of the Specified Portfolio Assets (subject to Section 5.2(d)) (except, in any event, any such rights, claims, credits, or causes of action or rights of set-off relating to Excluded Liabilities);
(vi) The assets set forth on Schedule 1.1(a)(vi) (the “Other Assets”);
(vii) All Retention Agreements for the Transferred Employees; and
(viii) All goodwill associated with the Business.
(b) Notwithstanding anything to the contrary herein, Sellers shall not sell, contribute, convey, assign, or transfer to Buyer, and Buyer shall not acquire or have any rights to acquire, any assets (the “Excluded Assets”) other than those specifically set forth in Section 1.1(a). Without limiting the generality of the foregoing, the following shall constitute Excluded Assets:
(i) All cash, cash equivalents and securities (other than Equity Assets) owned by Sellers, including all utility, security and other deposits;
(ii) All notes, drafts and accounts receivable or other obligations for the payment of money (other than Specified Financing and Lease Assets included as part of the Specified Portfolio Assets in Section 1.1(a)(i)), including the Excluded Financing and Lease Assets;
(iii) All bank and other depository accounts and safe deposit boxes of Sellers;
(iv) All refunds of (A) Income Taxes imposed on any Seller, (B) other Taxes relating to any period or portion thereof ending on or prior to the applicable Closing Date for which the lessee with respect to any Portfolio Asset does not have the responsibility on the applicable Closing Date to indemnify the applicable Seller, (C) Taxes that are not Assumed Liabilities and (D) sales, use, real estate transfer, transfer and similar Taxes imposed in connection with the transactions contemplated by this Agreement (and any such refunds received by Buyer shall be promptly paid over by Buyer to Sellers);
(v) All insurance policies of Sellers relating to the Business (other than those which constitute Purchased Portfolio Assets), any refunds paid or payable in connection with the cancellation or discontinuance of any such insurance policies and any claims made with respect to such insurance policies;
(vi) [intentionally omitted];
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(vii) Except with respect to the Equity Assets, all internal corporate books and records, personnel records (except with respect to the Transferred Employees so long as Buyer obtains an appropriate waiver), corporate charter, taxpayer and other identification numbers, records, seals, minute books, stock transfer books used, and all other assets solely used, in connection with the corporate functions of Sellers;
(viii) All Portfolio Property related to the Excluded Financing and Lease Assets (other than to the extent any such Portfolio Property is subject to a Specified Financing and Lease Agreement (whether as On-Lease Equipment or Collateral));
(ix) All rights of Sellers under this Agreement, the Seller Transaction Documents and the Purchase Price;
(x) All assets of Sellers related to all Benefit Plans, except as set forth in Section 6.2(g);
(xi) Any domain names used in the Business;
(xii) The Marks;
(xiii) All Governmental Permits;
(xiv) All Real Estate Leases; and
(xv) The assets set forth on Schedule 1.1(b)(xv).
(c) In addition to the Excluded Assets described in subsection (b) above, for the avoidance of doubt, the Excluded Assets shall also include all assets of the commercial aircraft and space and defense financing businesses of Sellers and their Affiliates.
1.2 Assumption of Liabilities.
(a) Upon the terms and subject to the conditions set forth herein, at the relevant Closing or when a Business employee becomes a Transferred Employee, Buyer shall assume from Sellers (and thereafter pay, perform, discharge or otherwise satisfy in accordance with their respective terms), and Sellers shall irrevocably convey, transfer and assign to Buyer, the Assumed Liabilities (as defined below) that correspond to Assets conveyed as of that date or to employees who become Transferred Employees as of that date. Buyer shall not assume at the Initial Closing any of the Assumed Liabilities that relate to any of the Specified Portfolio Assets to be transferred at a Subsequent Closing, in which case Buyer shall assume such Assumed Liabilities from Sellers and thereafter pay, perform, discharge or otherwise satisfy in accordance with their respective terms, and Sellers shall irrevocably convey, transfer and assign to Buyer, the Assumed Liabilities that relate solely to the Purchased Portfolio Assets transferred at such Subsequent Closing, in each case as of the date of such Subsequent Closing.
(b) For all purposes of and under this Agreement, the term “Assumed Liabilities” shall mean, refer to and include only the following Liabilities of Sellers and excluding the Excluded Liabilities:
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(i) Liabilities arising under (A) the Purchased Portfolio Assets and (B) the Specified Financing and Lease Assets and Equity Assets equitably assigned to Buyer pursuant to Section 5.2(d) after the applicable Closing Date on which a Purchased Portfolio Asset is transferred to Buyer or a Specified Financing and Lease Asset and Equity Asset is equitably assigned to Buyer (excluding Liabilities arising out of defaults or breaches occurring prior to the Closing Date on which any such Purchased Portfolio Asset is transferred to Buyer or any such Specified Financing and Lease Asset and Equity Asset is equitably assigned to Buyer);
(ii) Liabilities relating to the Transferred Employees to the extent required by Section 6.2;
(iii) Liabilities arising under the Retention Agreements for the Transferred Employees to the extent arising after the applicable Closing Date on which a Retention Agreement is transferred to Buyer (excluding Liabilities arising out of defaults or breaches occurring prior to the Closing Date on which any such Retention Agreement is transferred to Buyer);
(iv) Liabilities arising under the Assigned Contracts to the extent arising after the applicable Closing Date on which an Assigned Contract is transferred to Buyer (excluding Liabilities arising out of Sellers’ defaults or breaches occurring prior to the Closing Date on which any such Assigned Contract is transferred to Buyer); and
(v) Liabilities arising under any advance rents, deposits, maintenance reserves or other payments or deposits of any Obligor under (A) the Purchased Portfolio Assets and (B) the Specified Financing and Lease Assets and Equity Assets equitably assigned to Buyer pursuant to Section 5.2(d), as set forth on Schedule 1.2(b)(v) in the amounts set forth in the Final Closing Book Value of the Assets Statement.
(c) Other than the Assumed Liabilities, Buyer shall not assume, and the term “Assumed Liabilities” shall not mean, refer to or include any other Liabilities of any Seller, including but not limited to the following:
(i) Liabilities for Income Taxes of Sellers or any sales, use, real estate transfer, transfer or similar Tax imposed in connection with the transactions contemplated by this Agreement;
(ii) Liabilities of Sellers in respect of transaction costs payable by it pursuant to Section 12.10 hereof;
(iii) Liabilities of Sellers related to all Benefit Plans, except as set forth in Section 6.2;
(iv) Liabilities of Sellers arising or occurring (or related to or arising out of events occurring) prior to an applicable Closing whether with respect to the Financing and Lease Assets or Business Agreements transferred at such Closing;
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(v) Liabilities of Sellers to an Affiliate of any Seller (other than in such Affiliate’s capacity as an Obligor); and
(vi) Liabilities relating to the Excluded Assets, including any advance rents or other payments or deposits of any Obligor thereunder and any liabilities arising under or in respect of any such Excluded Assets.
1.3 Purchase Price.
(a) Buyer shall pay Sellers, and Sellers shall accept, together with the assumption of the Assumed Liabilities provided in and pursuant to Section 1.2:
(x) at the Initial Closing, an amount equal to the result of:
(a) the aggregate of:
(i) the Purchase Premium and
(ii) the Estimated Adjusted Book Value of the Assets, minus
(b) the aggregate of the 4/30/04 NAV of the Deferred Assets.
(y) on each Subsequent Closing Date, including the Final Closing Date, the result of (without duplication for any amounts previously paid to Sellers by Buyer at the Initial Closing or any prior Subsequent Closing):
(a) the aggregate of the Deferred Asset Transfer Price for each Deferred Asset transferred to Buyer at such Subsequent Closing, plus
(b) an amount equal to the interest, at the Applicable Interest Rate, for the period extending from the Initial Closing Date until such Subsequent Closing Date, on the 4/30/04 NAV amount attributable to each such Deferred Asset being transferred and sold at such Subsequent Closing.
(b) For purposes of the foregoing, a Specified Financing and Lease Asset or Equity Asset shall be deemed to be “transferred” on a Closing Date if such Specified Financing and Lease Asset or Equity Asset is equitably assigned to Buyer on such Closing Date pursuant to Section 5.2(d). The Deferred Asset Premium Deposits paid to Sellers at the Initial Closing as part of the Purchase Premium shall be held by Sellers as deposits until such time as the applicable Deferred Asset is transferred to Buyer as provided below. The Purchase Price is inclusive of, and out of the Purchase Price Sellers shall pay or hold Buyer harmless from and against, all sales, use, real estate transfer, documentary transfer and similar Taxes imposed solely by reason of the sale and purchase of Assets hereunder (and any refund thereof shall be for the benefit of Sellers and promptly paid over to Sellers by Buyer if received by Buyer). The 4/30/04 NAV of each of the Specified Financing and Lease Assets and Equity Assets (other than those interests subject to the Option Agreement) designated on an IER-by-IER basis is set forth on Schedule 1.3 and the 4/30/04 NAV of the Assets Held for Sale or Lease is set forth on Schedule 1.1(a)(i). All amounts payable hereunder shall be paid by means of a wire transfer of
5
immediately available U.S. funds to one or more accounts designated by the recipient thereof in writing, to the payor. The Deferred Asset Premium Deposit with respect to a transferred Deferred Asset shall be deemed released and paid to Sellers upon the date of transfer of the corresponding Deferred Assets. Upon sale and transfer of any Deferred Asset at a Subsequent Closing, Sellers shall pay to Buyer at such Subsequent Closing all amounts received by Sellers since the Initial Closing Date with respect to the Deferred Assets being transferred at such Subsequent Closing, plus interest at the Applicable Interest Rate on such amounts from the date of receipt by Sellers through such Subsequent Closing.
1.4 Allocation of Purchase Price.
(a) The Purchase Price, the Seller Section 467 Loan Balances and the amount of any Assumed Liabilities that are liabilities for Income Tax purposes, shall be allocated among the Purchased Portfolio Assets, any Lessee Section 467 Loan Balances and the assets purchased pursuant to Section 1.1(a)(ii)-(viii) as set forth on Schedule 1.4 (the “Allocation Schedule”) taking into account the requirements of Section 1.4(b) and consistent with the treatment by Sellers on their books and records of Purchased Portfolio Assets as true leases or as interests in partnerships for federal income tax purposes. In addition, Schedule 1.4 shall provide in a manner which is consistent with the allocation set forth in the first sentence above (a) the portion of the Base Purchase Price allocable to each of the Specified Portfolio Assets plus (b) the portion, if any, of the Purchase Premium allocable to each such Specified Portfolio Asset. The allocation on the Allocation Schedule shall be adjusted to reflect any adjustments to the Purchase Price. Except as required by applicable Law, Buyer and Sellers shall prepare and file all federal, state, local and foreign Tax Returns in accordance with the Allocation Schedule (with appropriate changes, if necessary, in the case of Tax Returns other than United States federal income Tax Returns) and the treatment by Sellers on their books and records of Purchased Portfolio Assets as true leases or as interests in partnerships for federal income tax purposes. Buyer and Sellers shall each timely file a Form 8594 (and any required amendments thereto) with the IRS in accordance with the requirements of Section 1060 of the Code.
(b) Sellers and Buyer agree that, with respect to the Purchased Portfolio Assets, each will treat any Section 467 Loan Balance in the following manner for federal income tax and relevant state income tax purposes:
(i) Sellers will be treated as having sold the Purchased Portfolio Assets and any Lessee Section 467 Loan Balances to Buyer for the Purchase Price and Buyer’s assumption of the Assumed Liabilities and any Seller Section 467 Loan Balances;
(ii) Buyer will be entitled to Tax basis in any Lessee Section 467 Loan Balances in an amount equal to the amount of such Lessee Section 467 Loan Balances, and Buyer’s Tax basis in the related Purchased Portfolio Asset will be reduced by such amount; and
(iii) Buyer will be entitled to additional Tax basis in the related Purchased Portfolio Asset to reflect its assumption of any Seller Section 467 Loan Balances.
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(c) Each of the parties covenants that it shall act, and shall cause any Affiliate to act, in a manner consistent with the express requirements of the foregoing provisions of this Section 1.4.
1.5 Taxes.
(a) Ad Valorem Taxes. All state, county and local ad valorem taxes on personal property, including the Portfolio Assets, shall be apportioned between Buyer and Sellers as of 11:59 p.m. on each Closing Date, computed on the basis of the fiscal year for which the same are levied, without taking into account any increases as a result of the transactions contemplated hereunder or post-Closing increases and payment of such Taxes shall be made as follows:
(i) Sellers shall pay all state, county and local ad valorem taxes on personal property, including the Portfolio Assets, that are assessed to Sellers. To the extent such Taxes are apportioned to Buyer under this Section 1.5(a) and are not permitted or required to be billed to the applicable lessee Obligor for reimbursement pursuant to the applicable Lease Contract, Buyer shall reimburse the applicable Seller therefor within 10 days after request by such Seller. Sellers shall be permitted to ▇▇▇▇ the applicable lessee Obligor for reimbursement of any such Taxes assessed to Sellers if reimbursement is permitted or required pursuant to the applicable Lease Contract, whether or not the period of assessment ends before the applicable Closing Date. Buyer shall cooperate with Sellers in effectuating such ▇▇▇▇▇▇▇▇ to any such lessee Obligor. If such a lessee Obligor fails to pay any such Taxes apportioned to Buyer under this Section 1.5(a) within 90 days after such billing, Buyer shall reimburse the applicable Seller such Taxes so apportioned to Buyer within 10 days after request by such Seller.
(ii) Buyer shall pay all state, county and local ad valorem taxes on personal property, including the Portfolio Assets, that are assessed to Buyer (and in this connection Buyer shall take commercially reasonable steps to notify the relevant state, county and local ad valorem tax authorities of the sale of Assets pursuant to this Agreement and arrange for assessments to be made to Buyer as soon as commercially reasonably possible after the applicable Closing Date). To the extent such Taxes are apportioned to Seller under this Section 1.5(a) and are not permitted or required to be billed to the applicable lessee Obligor for reimbursement pursuant to the applicable Lease Contract, Sellers shall reimburse Buyer therefor within 10 days after request by Buyer.
(b) Sales Taxes on Accrued But Unpaid Rent. All state, county and local sales and use Taxes (other than sales and use taxes imposed solely by reason of the sale and purchase of Assets hereunder) shall be apportioned between Buyer and Sellers as of 11:59 p.m. on the applicable Closing Date, based on whether the sale or use giving rise to such sales or use Tax occurred before or after such time; provided, however, any such sales and use Taxes imposed on an amount included as an asset in the calculation of Closing Book Value of the Assets shall be paid by Buyer.
(c) Cooperation on Certain Tax Matters. Buyer and Sellers shall cooperate in minimizing Taxes and in preparing, executing and filing use, sales, real estate, transfer and
7
similar Tax Returns relating to the purchase and sale of the Assets. Such Tax Returns shall be prepared in a manner that is consistent with the Allocation Schedule. Buyer agrees to furnish Sellers with such documents and certificates as Sellers may reasonably request in connection with any claims for exemption from the payment of any use, sales, real estate, transfer and similar Taxes.
(d) To the extent Buyer or any Seller receive a refund of Taxes (A) related to periods on or prior to the applicable Closing Date and (B) related to Taxes for which a lessee Obligor has indemnified Buyer or any Seller, then the recipient of such refund shall return to the lessee Obligor the amount of such refund which is properly attributable to the Taxes indemnified by the lessee Obligor.
1.6 Purchase Price Adjustment.
(a) Within sixty (60) calendar days after the Final Closing Date, Buyer shall prepare and deliver to Sellers a statement setting forth, as of 11:59 p.m. PDT on the Initial Closing Date, (i) the Applicable NAV Statement with respect to each of the Specified Financing and Lease Assets, Equity Assets and Assets Held for Sale or Lease, (ii) the calculation of the Adjusted Book Value of the Assets with respect to the Specified Financing and Lease Assets, Equity Assets, Assets Held for Sale or Lease and the Book Value of the Assumed Liabilities, in each case with respect to clauses (i) and (ii), only with respect to those assets that were transferred (including equitable assignment pursuant to Section 5.2(d)) to Buyer on or before the Final Closing Date and (iii) the amount of any cash that has not been reconciled or applied as of the date that the Draft Closing Book Value of the Assets Statement is delivered pursuant hereto (the “Unapplied Cash”) (such statement, the “Draft Closing Book Value of the Assets Statement”). The Draft Closing Book Value of the Assets Statement shall also include a statement of the Applicable NAV as of 11:59 p.m. PDT on the Initial Closing Date of the Opt-out Assets and those Equity Assets and other interests subject to the Option Agreement. Sellers shall cooperate with Buyer in connection with, and shall furnish to Buyer all such information as Buyer may reasonably require, in the preparation of the Draft Closing Book Value of the Assets Statement. The Draft Closing Book Value of the Assets Statement will be prepared using the Accounting Principles, and will not include any changes in assets or liabilities as a result of purchase accounting or other adjustments arising from or resulting as a consequence of the transactions contemplated hereby.
(b) Each party shall provide the other party and its representatives with reasonable access to books and records and relevant personnel during the preparation of the Draft Closing Book Value of the Assets Statement and the resolution of any disputes that may arise under this Section 1.6.
(c) Buyer and Seller shall jointly retain and engage McGladrey & ▇▇▇▇▇▇ LLP (“McGladrey”) to perform an audit and examination of the Draft Closing Book Value of the Assets Statement including the Applicable NAV of the Opt-out Assets and the Equity Assets and other interests subject to the Option Agreement. McGladrey will perform the audit procedures set forth on Exhibit C in order to confirm that the Draft Closing Book Value of the Assets Statement was prepared in accordance with the Accounting Principles and the completeness and accuracy of the Draft Closing Book Value of the Assets Statement. McGladrey will deliver to
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Sellers and Buyer a detailed report (i) confirming that the Draft Closing Book Value of the Assets Statement was prepared in accordance with the standards set forth in the immediately preceding sentence; or (ii) setting forth any items on the Draft Closing Book Value of the Assets Statement that do not conform to the standard set forth in the immediately preceding sentence (the “McGladrey Findings”). The fees, expenses and costs of McGladrey shall be borne equally by Buyer and Sellers. Based solely on the result of such audit and examination, if either Buyer disagrees or Sellers disagree with the McGladrey Findings, such party shall notify the other in writing of such disagreement within forty-five (45) calendar days after delivery of the McGladrey Findings, which notice shall be, to the extent practicable, based upon the documents and information of which the party giving such notice had possession and control or to which such party was afforded reasonable access by the other party during such forty-five (45) calendar day period, describe the nature of any such disagreement in reasonable detail, identify the specific items involved and the dollar amount of each such disagreement (on an item-by-item basis and including such party’s alternative amount) and provide reasonable supporting documentation for each such disagreement. During the forty-five (45) calendar day review period, Buyer and Sellers shall have reasonable access to any documents, schedules or work papers used in the preparation of the Draft Closing Book Value of the Assets Statement or the McGladrey Findings.
(d) Buyer and Sellers agree to negotiate in good faith to resolve any disagreements regarding the Draft Closing Book Value of the Assets Statement or the McGladrey Findings. If Buyer and Sellers are unable to resolve all disagreements within thirty (30) calendar days after delivery of written notice of such disagreement, then such disagreements shall be submitted for final and binding resolution to PricewaterhouseCoopers LLP, or if PricewaterhouseCoopers LLP is not available, to another nationally recognized accounting firm (PricewaterhouseCoopers LLP or any such other accounting firm, “PwC”), to resolve such disagreements. PwC will only consider those items and amounts set forth in the Draft Closing Book Value of the Assets Statement or the McGladrey Findings as to which Buyer and Sellers have disagreed and must resolve the matter in accordance with the terms and provisions of this Agreement. PwC shall prepare and deliver to Buyer and Sellers, as promptly as practicable and in any event within ninety (90) calendar days after its appointment, a written report setting forth the resolution of any such disagreement and a statement setting forth a revised Draft Closing Book Value of the Assets Statement and, if applicable, revisions to the McGladrey Findings, which shall reflect their resolution of any such disagreements. PwC shall make its determination based on presentations and supporting material provided by the parties. The determination of PwC shall be final and binding upon Buyer and Sellers. The fees, expenses and costs of PwC shall be borne equally by Buyer and Sellers. Other than such fees and expenses of PwC and McGladrey as provided herein, Buyer and Sellers shall each be responsible for their own costs and expenses incurred in connection with any actions taken pursuant to Section 1.6(c) or (d).
(e) Promptly after PwC’s final determination of the resolution of any disagreement pursuant to Section 1.6(d), Buyer and Sellers shall cause McGladrey to revise the Draft Closing Book Value of the Assets Statement to reflect such final determination. Any such revised Draft Closing Book Value of the Assets Statement or any Draft Closing Book Value of the Assets Statement which is not submitted to PwC pursuant to Section 1.6(d) is hereinafter referred to as the “Final Closing Book Value of the Assets Statement.” The Adjusted Book Value of the Assets reflected on such statement is referred to as the “Closing Book Value of the
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Assets.” The Final Closing Book Value of the Assets Statement shall set forth the Applicable NAV for each Specified Financing and Lease Asset and each Equity Asset and Asset Held for Sale or Lease, in each case, that is assigned to Buyer as of the Initial Closing Date.
(f) If Sellers pay any Assumed Liability on the Draft Closing Book Value of the Assets Statement before the Final Closing Book Value of the Assets Statement is prepared, Buyer and Sellers agree that such Assumed Liability shall not be reflected on the Final Closing Book Value of the Assets Statement.
(g) If the Purchase Price is less than the sum of (i) the Base Purchase Price plus (ii) the Purchase Premium, Sellers shall pay to Buyer the amount of such difference, and if the Purchase Price is greater than the sum of (i) the Base Purchase Price plus (ii) the Purchase Premium, Buyer shall pay to Sellers the amount of such difference. Any payments to be made pursuant to Section 1.6 shall be made by wire transfer of immediately available funds to an account designated by the party receiving payment within five (5) Business Days after the delivery of the Final Closing Book Value of the Assets Statement plus interest, on an Asset by Asset basis, at the Applicable Interest Rate on the amount of such reduction or increase from the respective dates of payment of the Base Purchase Price, on an Asset by Asset basis, to the date of payment of the amount of such reduction or increase. Regardless of the changes that may occur pursuant to the foregoing, in no event shall there be any adjustment to the Purchase Premium other than as provided in Section 1.6(h) or Section 5.2.
(h) The Purchase Premium shall be subject to the following adjustments (without duplication):
(i) If the aggregate of (A) the Applicable NAV of the Specified Financing and Lease Assets, Equity Assets and Assets Held for Sale or Lease transferred (including equitable assignments pursuant to Section 5.2(d)) to Buyer on or before the Final Closing Date, plus (B) the Applicable NAV of the Specified Financing and Lease Assets and Equity Assets not transferred or otherwise equitably assigned to Buyer on or before the Final Closing Date pursuant to Section 5.2(d)(v) (collectively, the “Opt-out Assets”), plus (C) the Applicable NAV of those Equity Assets and other interests subject to the Option Agreement (the assets described in the foregoing clauses (A), (B) and (C) being collectively referred to herein as the “Total Subject Assets”), in each case computed as of the Initial Closing Date and as set forth in the Final Closing Book Value of the Assets Statement (in the case of clause (A)) or as otherwise determined pursuant to Sections 1.6(c) and (d) (in the case of clauses (B) and (C)), is less than $1,878,341,145 (the amount of such shortfall being referred to herein as the “NAV Shortfall”), Sellers shall pay to Buyer within ten (10) Business Days after the delivery of the Final Closing Book Value of the Assets Statement, by wire transfer of immediately available funds to an account designated by Buyer, an amount equal to the product of (x) the Purchase Premium and (y) the quotient of (1) the NAV Shortfall divided by (2) $1,878,341,145, plus interest on such product at the Applicable Interest Rate from the Initial Closing Date to the date of such payment; and
(ii) In the event there are any Opt-out Assets, Sellers shall pay to Buyer within ten (10) Business Days after the delivery of Final Closing Book Value of
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Assets Statement, by wire transfer of immediately available funds to an account designated by Buyer the Premium Reduction Payment plus interest at the Applicable Interest Rate on the Premium Reduction Payment from the Initial Closing Date to the date of payment.
(i) Taxes apportioned or the responsibility for which is allocated pursuant to Section 1.5, as well as payment or liability for payment of such Taxes, and entitlement of Sellers to any reimbursement thereof by a lessee Obligor, shall not be taken into account as liabilities or assets in calculating Adjusted Book Value of the Assets or Applicable NAV.
1.7 Post Closing Payments Received by Sellers. All amounts received by Sellers after any Closing Date with respect to any of the Purchased Portfolio Assets transferred at such a Closing shall be, except as otherwise provided in this Agreement, received as agent in trust for the account of Buyer and shall be forwarded by the applicable Seller to Buyer within a reasonable time period not to exceed ten (10) Business Days. Upon each Closing, Sellers hereby irrevocably appoint Buyer and its authorized representatives as their attorneys-in-fact to endorse, without recourse, Sellers’ names upon any and all notes, checks, drafts or other instruments for the payment of money received by Buyer which are payable to Sellers in respect of the Purchased Portfolio Assets transferred at such Closing.
1.9 Additional Purchase Price Adjustment. Buyer and Seller acknowledge their difference of opinion as to the value of the Assets purchased hereunder and therefore have agreed to a further, and contingent, Purchase Price adjustment in accordance with the provisions of this Section 1.9. Buyer shall pay to Sellers in respect of each calendar quarter following the Initial Closing an amount necessary such that the aggregate amounts paid to Sellers pursuant to this Section 1.9 equal the product of eighty percent (80%) multiplied by the Cumulative Net Gain (if any) through the end of such calendar quarter (each such payment, an “Earn Out Payment”; and such product, an “Earn Out Amount”). Buyer shall not be required to make an Earn Out payment until the first calendar quarter following the calendar quarter during which Sellers stop providing any services pursuant to the Transition Service Agreement. The Earn Out Payment for any calendar quarter shall be determined and paid in accordance with the following procedures:
(a) Gain/Loss Statement; Other Reporting. Not later than thirty (30) days following the last day of each calendar quarter commencing with the end of the first calendar quarter following the calendar quarter during which Sellers stop providing any transition services pursuant to the Transition Services Agreement (each a “Determination Date”), Buyer shall prepare and deliver to Sellers the following, each in form and substance reasonably satisfactory to Sellers:
(i) A written statement (including appropriate computations and supporting materials) (each, a “Gain/Loss Statement”) as of such Determination Date the form of Exhibit F (x) setting forth in reasonable detail, on an IER by IER basis (or, in the case of SPRA’s, on an SPRA by SPRA basis), and with respect to the CFS Portfolio for such calendar quarter, any and all (A) Realized Losses incurred by Buyer, (B) Deemed
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Losses that shall have occurred, (C) Realized Gains received by Buyer, and (D) Deemed Gains that shall have occurred and (y) setting forth (1) the Cumulative Net Gain or Cumulative Net Loss and (2) the Quarterly Net Gain or Quarterly Net Loss.
(ii) The Applicable NAV Statement as of such Determination Date.
(iii) [Intentionally omitted.]
(iv) As soon as practicable, and in any event within thirty (30) days after the end of each February, May, August and November, written reports in substantially the form of the existing reports prepared by Buyer as set forth on Schedule 1.9(a)(iv) as such may be modified in the ordinary course of business by Buyer, with Sellers consent, not to be unreasonably withheld.
(v) As soon as practicable, and in any event within one hundred twenty (120) days after the end of each calendar year (commencing with the year ending December 31, 2004), a written report prepared by Sellers’ Accountants as part of their audit of Buyer’s annual financial statements, setting forth in reasonable detail the information (and corresponding calculations) described in the Specialized Audit Steps. The fees, expenses and costs of Sellers’ Accountants in connection with such written report shall be borne equally by Buyer and Sellers.
(b) Sellers’ Gain/Loss Statement Review Period; Settlement. Sellers shall have a period of not less than thirty (30) days in which to review each Gain/Loss Statement. On or before the end of such period, Sellers shall (i) deliver to Buyer a Notice of Disputed Amount (if any) and/or a Notice of Disputed Gain or Loss (if any) in accordance with Section 1.10(a) below and (ii) in the event that an Earn Out Payment is due from Buyer to Sellers, notify Buyer in writing to pay Sellers the Earn Out Payment in the amount set forth in such notice, such payment to be made within seven (7) Business Days after Buyer’s receipt of such notice.
(c) Access. Without in any way limiting the provisions of Section 6.10(f)(ii), each party shall provide the other party and its representatives with reasonable access to books and records and relevant personnel with respect to any applicable Gain/Loss Statement and any dispute that may arise under this Section 1.9
(d) Sellers’ Redeployed Asset Review Period. Buyer shall deliver to Sellers a Proposed Redeployed Asset Disclosure Package, and upon Sellers’ receipt thereof, Sellers shall have ten (10) calendar days during which Sellers shall be permitted to meet with (whether in person or telephonically) authorized (and appropriate) representatives of Buyer (and Buyer agrees to make such representatives available at a reasonable time (or times) during such ten (10) calendar days period) to discuss the particulars of any Proposed Redeployed Asset. On or before the end of such ten (10) calendar days review period, Sellers shall deliver to Buyer a written notice specifying whether Sellers exercise their option to treat such Proposed Redeployed Asset as an SPRA, provided that if Sellers fail to deliver such notice within such period, then Sellers shall be deemed to have elected not to exercise such option. In the event that Buyer changes or agrees to change materially any terms in the Proposed Redeployed Asset Disclosure Package, then Buyer shall provide Sellers with a new Proposed Redeployed Asset Disclosure Package for
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the Proposed Redeployed Asset in question, regardless of whether Sellers exercised their option to treat such Proposed Redeployed Asset as an SPRA or not, and Sellers shall then have a new ten (10) calendar days period (and reasonable access to Buyer representatives) in accordance with the terms of this Section 1.9(d) in which to decide whether to treat such Proposed Redeployed Asset as an SPRA.
(e) Imputed Remarketing Cost. In the calculation of Portfolio Gain or Portfolio Loss arising from Buyer’s Disposition of any Portfolio Property relating to any CFS Portfolio Financing and Lease Asset or Equity Asset, there shall be assumed to have been incurred a remarketing cost (the “Imputed Remarketing Cost”) equal to five percent (5%) (the “Imputed Remarketing Cost Percentage”) of the Net Disposition Proceeds arising from Buyer’s Disposition of any Portfolio Property relating to any CFS Portfolio Financing and Lease Asset or Equity Asset as and when such Net Disposition Proceeds are received by Buyer if (i) at the time of such Disposition, the Cumulative Net Loss exceeds $150,000,000 but is less than $275,000,000, and (ii) such Disposition is to a Person other than (A) the Obligor (or any Affiliate of the Obligor) under such CFS Portfolio Financing and Lease Asset or (B) Buyer (or any Affiliate of Buyer), and (iii) such CFS Portfolio Financing and Lease Asset or Equity Asset constituted a Defaulted Asset as of the date of such Disposition If the entire amount of Net Disposition Proceeds is not paid in a lump sum in cash (such as when such Disposition is pursuant to a lease, or a sale where a portion of the purchase price includes non-cash consideration), the Imputed Remarketing Cost shall equal the Imputed Remarketing Cost Percentage multiplied by each ensuing payment of Net Disposition Proceeds received by Buyer prior to any other disposition of such ensuing payment of Net Disposition Proceeds.
(f) Adjustments for Changes in Cumulative Net Gain. If as of the end of any one or more calendar quarters there shall have occurred both a Quarterly Net Gain and a Quarterly Net Loss, then the Earn Out Amount shall be recalculated as of the end of each such quarter, and Sellers shall within seven (7) Business Days refund to Buyer any excess of the aggregate amount of Earn Out Payments made to Sellers over the Earn Out Amount as so recalculated; provided, however, in no event shall the sum of all amounts so refunded by Sellers exceed the sum of all Earn Out Payments previously received by Sellers under this Section 1.9.
(g) Additional Provisions Regarding Certain Assets.
(i) Additional Provisions Regarding Sales of Financing and Lease Assets. The following provisions shall apply to Buyer’s sale or transfer (or purported sale or transfer) of any CFS Portfolio Financing and Lease Asset that is not a Securitization and is not a Designated Energy Financing and Lease Asset, a Defaulted Asset or Redeployed Defaulted Asset that is Movable Equipment (i.e., a sale or transfer of “paper” (and Buyer’s interest in the Portfolio Property subject thereto) as opposed to a repossession and sale of Portfolio Property separate and apart from the sale of the applicable CFS Portfolio Financing and Lease Asset) (each, a “Paper Sale”):
(A) Except for Paper Sales to Affiliates of Buyer, the consideration received by Buyer (or any Affiliate of Buyer) in connection with any Paper Sale for an amount greater than the then Applicable NAV of the subject CFS Portfolio Financing and Lease Asset shall consist solely of cash.
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(B) If a Paper Sale occurs (1) within the twenty-four (24) month period prior to the Scheduled Termination Date (or any time thereafter with respect to a First Amendment Lease) for any CFS Portfolio Financing and Lease Asset, that portion of Paper Sale Net Proceeds in excess of the then Applicable NAV for such asset shall be treated as a Realized Gain for the purposes of the calculation of Net Portfolio Gains or Net Portfolio Losses for the calendar quarter in which such Paper Sale occurs and (2) prior to such date (i.e., more than twenty-four (24) months prior to the Scheduled Termination Date) any Paper Sale Net Proceeds in excess of the then Applicable NAV for such asset shall be for the sole account of Buyer (and not included in the calculation of Net Portfolio Gains or Net Portfolio Losses for the calendar quarter in which such Paper Sale occurs), provided, however, that in the event of any Paper Sale by Buyer to an Affiliate of Buyer within the twenty-four month period prior to the Scheduled Termination Date (or any time thereafter with respect to a First Amendment Lease), a condition of such sale shall be that such Affiliate shall execute and deliver to Sellers on or before the closing date of any such Paper Sale, an agreement, in form and substance reasonably satisfactory to Sellers, pursuant to which such Affiliate agrees to be bound by, and perform in accordance with, the terms of this Agreement as if such Affiliate was an original “Buyer” party hereto with respect to the CFS Portfolio Financing and Lease Assets purchased by, or otherwise transferred to, such Affiliate.
(ii) Additional Provisions Regarding Upgrades. With respect to internal purposes only for any Upgrade, (A) such Upgrade shall be covered by a separate schedule (documented for internal purposes only in a manner substantially equivalent to Buyer’s normal documentation policies), with its own rental or loan payments separately identified, (B) if the applicable Obligor makes a partial payment with respect to such Portfolio Property, such payment shall be allocated pro rata to the original Portfolio Property and the Upgrade, (C) the original Portfolio Property and the investment in the Upgrade shall be amortized on a pari passu basis and (D) upon the redeployment or liquidation of such Upgrade, Buyer will first be entitled out of the Net Disposition Proceeds to reimbursement for the unamortized portion of the investment in the Upgrade (which shall be subject to verification by Sellers in any audit Sellers are entitled to conduct under the terms of this Agreement) prior to the calculation of any Deemed Gain, Deemed Loss, Realized Gain or Realized Loss arising out of such redeployment or liquidation.
(iii) Additional Provisions Regarding Substitutions of Property. In the event that Buyer and any Obligor agree to replace or substitute other property (of a material nature) for Portfolio Property relating to a CFS Portfolio Financing and Lease Asset and the fair market value of the replacement or substitute property at the time of such replacement or substitution does not have a fair market value substantially equal to the fair market value of the Portfolio Property replaced by the replacement or substitute property, then the replacement or substitute property will be treated as a Redeployed Asset with respect to which the particular Seller has not elected to treat as an SPRA pursuant to Section 1.9(d), provided that any gain or loss realized as a result of such replacement or substitution or that is realized at any time after such replacement or substitution with respect to the property subject to such replacement or substitution shall be disregarded in making any calculations of Portfolio Gain and Portfolio Loss for
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purposes of the application of the introductory paragraph Section 1.9(a) and Schedule 10. In the event that Buyer and any Obligor agree to replace or substitute other property (of a material nature) for Portfolio Property relating to a CFS Portfolio Financing and Lease Asset and the fair market value of the replacement or substitute property at the time of such replacement or substitution is of substantially equal fair market value to the fair market value of the Portfolio Property replaced by the replacement or substitute property, then the replacement or substitute property will be treated as a Redeployed Asset with respect to which the particular Seller has elected to treat as an SPRA pursuant to Section 1.9(d).
(iv) Additional Provisions Regarding Roll-Ups. With respect to any Roll-up, the promissory note, credit agreement, lease or other similar document evidencing such Roll-up shall be treated as a Redeployed Asset with respect to which the particular Seller has not elected to treat as an SPRA pursuant to Section 1.9(d), provided that any gain or loss realized as a result of such Roll-up or realized at any time after such Roll-up with respect to the property subject to the roll-up shall be disregarded in making any calculations of any Portfolio Gain and Portfolio Loss for purposes of the application of the introductory paragraph of Section 1.9 and Schedule 10.
(h) Additional Provision Regarding Early Buy-Outs. In the event that an Obligor under a CFS Portfolio Financing and Lease Asset exercises its contractual right or option (as in effect on the Initial Closing Date) other than as a result of a casualty to purchase the Portfolio Property encumbered by or leased pursuant to such Asset prior to the Scheduled Termination Date of such Asset and, as of the date of such purchase, the net purchase price for such Portfolio Property exceeds the Applicable NAV of such Asset (the “EBO Gain”), then, as a further, and contingent, Purchase Price adjustment, in addition to the further, and contingent, Purchase Price adjustment provided for in the foregoing provisions of this Section 1.9, Buyer shall pay to Seller an amount equal to one-half of the EBO Gain within ten (10) days after the consummation of such purchase. EBO Gains shall not be included in any calculation of Portfolio Gain.
1.10 Dispute Resolution — Applicable NAV, Losses/Gains, etc.
(a) If Sellers disagree with the determination of (i) any amount shown (whether due and owing by Sellers to Buyer or due and owing by Buyer to Sellers) on any Applicable NAV Statement or any Gain/Loss Statement (but not with respect to Realized Gains and Realized Losses that are not Realized Losses pursuant to clause (d) of the definition of Realized Loss), (ii) any proposed Stipulated Value or any proposed Restated Residual Value, (iii) any other asset valuation of any kind submitted by Buyer to Sellers if no dispute resolution mechanism is provided with respect to such asset valuation in this Agreement (each, a “Disputed Amount”), (iv) any calculation by Buyer of a Deemed Gain or a Deemed Loss (which shall include a Deemed Loss that is treated as a Realized Loss pursuant to clause (d) of the definition of Realized Loss) (a “Disputed Gain or Loss”) or (v) any Tentative Portfolio Performance Warranty Payment or Tentative Portfolio Performance Warranty Payment Refund as set forth in Schedule 10, Sellers shall notify Buyer in writing of such disagreement within thirty (30) calendar days after receipt of the statement containing such Disputed Amount (a “Notice of Disputed Amount”) or Disputed Gain or Loss (a “Notice of Disputed Gain or Loss”), which
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Notice shall to the extent commercially reasonably possible based upon the documents and information of which Sellers had possession and control or to which Sellers were afforded reasonable access by Buyer during such thirty (30) calendar day period, describe the nature of any such disagreement in reasonable detail, identify the specific items involved and the dollar amount of each such disagreement and provide reasonable supporting documentation for each such disagreement. During the thirty (30) calendar day period of their review, Sellers shall have reasonable access to any documents, schedules or work papers used in the preparation of any statement containing such Disputed Amount or Disputed Gain or Loss. The amount of any undisputed Deemed Gain or Deemed Loss shall be paid in accordance with the terms of this Agreement.
(b) Buyer and Sellers agree to negotiate in good faith to resolve any such disagreement. If the dispute relates to valuation and if Buyer and Sellers are unable to resolve all disagreements properly identified by Sellers pursuant to clause (a) above and relating to a Disputed Amount within thirty (30) calendar days after delivery to Buyer of a Notice of Disputed Amount, then within ten (10) Business Days after such thirtieth (30th) day, Buyer and Sellers shall each deliver to the other with respect to every asset that is the subject of a Disputed Amount the name of an appraiser who is a nationally recognized independent appraiser experienced in valuing the type of asset (including the relevant Portfolio Property and, if applicable, any Portfolio Contracts relating thereto) that is the subject of the Disputed Amount (each, an “Independent Appraiser”). In the event that Buyer and Sellers each select the same Independent Appraiser, such Independent Appraiser shall prepare the appraisal described below. In the event that Buyer and Sellers select different Independent Appraisers, then the two Independent Appraisers shall select a third Independent Appraiser, who shall prepare the appraisal described below. To the extent practicable and permitted by the applicable Financing and Lease Asset, the selected Independent Appraiser shall have the right to physically inspect the asset being appraised and to examine such books and records of Buyer and Sellers as it deems necessary, and shall then prepare a written appraisal of the value of the asset which is the subject of the Disputed Amount (which appraisal shall include, if requested by Sellers, a Stipulated Value and/or a Restated Residual Value for the asset being appraised and which appraisal shall be made using the appraisal conventions described in the definition of Stipulated Value), which value shall be final and binding. Any payment required to be made by one party to the other based upon the result of the appraisal shall be made within ten (10) Business Days following the delivery of the appraisal to the parties, and such Disputed Amount shall be deemed resolved and no longer disputed for purposes of this Section 1.10. The fees, expenses and costs of the Independent Appraiser shall be borne equally by Buyer and Sellers.
(c) If the dispute relates to accounting and if Buyer and Sellers are unable to resolve all disagreements properly identified by Sellers pursuant to clause (a) above in a Notice of Disputed Gain or Loss within thirty (30) calendar days after delivery to Buyer of such Notice of Disputed Gain or Loss, and such disagreement cannot be resolved through the application of the mechanism provided for resolving disagreements relating to Disputed Amounts set forth in clause (b)(ii) above, then within ten (10) Business Days after such thirtieth (30th) day, such disagreement shall be submitted for final and binding resolution to PwC. PwC shall have the right to review such books and records of Buyer and Sellers as it deems appropriate and shall deliver to Buyer and Sellers a written report setting forth its determination of the correct amount of Deemed Gain, Deemed Loss, Tentative Portfolio Performance Warranty Payment or Tentative
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Portfolio Performance Warranty Payment Refund, and such Disputed Gain or Loss shall be deemed resolved and no longer disputed for purposes of this Section 1.10. Any payment required to be made by one party to the other based upon the result of the PwC’s determination shall be made within ten (10) Business Days following the delivery of PwC’s report.
CLOSING
2.1 Closing Date. The Initial Closing shall actually take place at 10:00 a.m. EDT on June 1, 2004, or at such other time or date agreed upon by Buyer and Sellers in writing (such time and date, the “Initial Closing Date”); provided, however, that the Initial Closing shall not occur until after the conditions set forth in Sections 7.1 and 8.1 have been waived in writing or satisfied. Notwithstanding the foregoing or anything to the contrary herein, the Initial Closing and the Initial Closing Date will be deemed to have occurred as of 11:59 p.m. PDT on May 31, 2004 for all purposes of this Agreement. At the Initial Closing, Sellers, in their sole discretion, may defer until Subsequent Closings the sale of the Deferred Assets. As a condition to the Initial Closing, the Specified Financing and Lease Assets, Equity Assets and Assets Held for Sale and Lease to be sold with a transfer of title, not to include equitable assignments pursuant to Section 5.2(d), shall have an Estimated Adjusted Book Value of the Assets of at least $1,080,000,000. Each Subsequent Closing shall be consummated with respect to those Deferred Assets, and on the date, set forth in a written notice delivered by Sellers to Buyer at least two (2) Business Days prior to the date of such proposed Subsequent Closing, which written notice may be modified after delivery by written notice of Sellers, in Sellers’ sole discretion, to remove any Deferred Assets otherwise to be transferred. In no event shall the Final Closing Date be later than sixty (60) days after the Initial Closing. All Deferred Assets not yet transferred and sold (including equitable assignments pursuant to Section 5.2(d)) shall be transferred and sold by Sellers to Buyers at the Final Closing, except to the extent a Required Consent for a Deferred Asset has not been obtained by such date. Each Closing shall take place at the offices of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by Buyer and Sellers. The time and date on which a Closing is actually held or deemed to have occurred pursuant to this Section 2.1 is referred to herein as a “Closing Date.” Without limiting the foregoing, the time and date on which the last Subsequent Closing is actually held is referred to herein as the “Final Closing Date”; provided, that if there are no Subsequent Closings, the Initial Closing Date shall be the Final Closing Date for purposes herein.
2.2 Buyer’s Closing Date Deliveries.
(a) Subject to the waiver in writing or satisfaction of the conditions set forth in Section 7.1, at the Initial Closing Buyer shall deliver to Sellers all of the following:
(i) The payment required by Section 1.3 to be made on the Initial Closing Date;
(ii) Each of the Buyer Transaction Documents relating to the Assets transferred on the Initial Closing Date, executed by a duly authorized representative of Buyer; and
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(iii) The certificate contemplated by Section 8.1(a), executed by a duly authorized representative of Buyer.
(b) Subject to the waiver in writing or satisfaction of the conditions set forth in Section 7.2, at each Subsequent Closing Buyer shall deliver to Sellers all of the following:
(i) An amount in cash equal to the portion of the Base Purchase Price for the Assets transferred on the date of such Subsequent Closing, payable as provided in Section 1.3; and
(ii) Each of the Buyer Transaction Documents relating to the Assets transferred on the date of such Subsequent Closing, executed by a duly authorized representative of Buyer, in form and substance satisfactory to Sellers.
2.3 Sellers’ Closing Date Deliveries.
(a) Subject to the waiver in writing or satisfaction of the conditions set forth in Section 8.1, at the Initial Closing Sellers shall deliver to Buyer all of the following:
(i) Each of the Seller Transaction Documents relating to the Assets transferred on the Initial Closing Date, executed by a duly authorized representative of the applicable Seller;
(ii) Copies of all instruments, certificates, documents and other filings (if applicable) necessary to release the Assets from all Encumbrances other than Business Asset Permitted Encumbrances and Portfolio Asset Permitted Encumbrances;
(iii) The certificate contemplated by Section 7.1(a), executed by a duly authorized representative of each Seller;
(iv) Sellers’ binder of sales Tax exemption certificates as compiled on the Initial Closing Date and in accordance with Sellers’ historic practices for maintenance of Sellers’ books and records; and
(v) A schedule (the “Schedule of Pending Non-Income Tax Contests”) that describes any governmental charges and assessments with respect to Taxes (other than Income Taxes) relating to the Purchased Portfolio Assets that on the Initial Closing Date are being contested in good faith.
(b) Subject to the waiver in writing or satisfaction of the conditions set forth in Section 8.2, at each Subsequent Closing Sellers shall deliver to Buyer each of the Seller Transaction Documents relating to the Assets transferred on the date of such Subsequent Closing, executed by a duly authorized representative of the applicable Seller.
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REPRESENTATIONS AND WARRANTIES OF SELLERS
As an inducement to Buyer to enter into this Agreement and to consummate the transactions contemplated hereby, Sellers hereby jointly and severally represent and warrant to Buyer as follows:
3.1 General Representations and Warranties.
(a) Organization and Power and Authority of Sellers. Each Seller (i) is duly formed, validly existing and in good standing under the Laws of its jurisdiction of formation, (ii) is duly qualified or authorized to conduct business and is in good standing as a foreign corporation or other applicable entity in all jurisdictions in which the character or location of its properties owned or leased by it or the nature of the business conducted by it requires such qualification or authorization, except where the failure to be so qualified or authorized has not had and would not have a Material Adverse Effect, and (iii) has the power and authority to own, lease, service and administer the Assets and to carry on the Business conducted by them, in the manner that it was conducted immediately prior to the date of this Agreement.
(b) Authority of Sellers; Conflicts.
(i) Sellers have the power and authority to execute and deliver this Agreement and the Seller Transaction Documents and to perform their respective obligations thereunder. The execution and delivery of this Agreement and the Seller Transaction Documents by Sellers and the performance of their respective Obligations thereunder have been duly authorized and approved by all necessary action on the part of Sellers.
(ii) This Agreement has been duly authorized, executed and delivered by Sellers and (assuming the valid authorization, execution and delivery of this Agreement by Buyer) is the legal, valid and binding obligation of Sellers enforceable in accordance with its terms subject to Debtor Relief Laws; and each Seller Transaction Document has been duly authorized by Sellers and upon execution and delivery by Sellers will be (assuming the valid authorization, execution and delivery by each other party thereto) the legal, valid and binding obligation of Sellers enforceable in accordance with its terms, in each case subject to Debtor Relief Laws.
(iii) Except as set forth in Schedule 3.1(b), the execution and delivery by Sellers of this Agreement and each Seller Transaction Document, and the performance by them of their obligations hereunder or thereunder, do not and will not:
(A) Violate any provision of the Articles of Incorporation, Certificate of Incorporation, Operating Agreement, Certificate of Formation, Bylaws, Partnership Agreement or other organizational or formation documents of Sellers;
(B) (1) violate any provision of applicable Law relating to the Business; (2) violate any provision of any order, arbitration award, judgment or decree to which Sellers are subject; or (3) require a registration, filing, application, notice, consent,
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approval, order, qualification or waiver with, to or from any Governmental Authority (except any documents required to be recorded or filed with the U.S. Coast Guard, the U.S. Federal Aviation Authority, the Surface Transportation Board or any comparable foreign Governmental Authorities with respect to any vessel, vehicle or aircraft that is subject to a Specified Financing and Lease Asset); or
(C) (1) require a consent, approval or waiver from, or notice to, any party to a Business Agreement, which consent approval or waiver has not been obtained or (2) result in a breach of or cause a default under any provision of a Business Agreement, except in any case under this clause (C), any breach or default that would not have a Material Adverse Effect.
(c) Financial Statements. Schedule 3.1(c) sets forth, on a consolidated basis, (i) an unaudited balance sheet of the Business as of December 31, 2003 (the “Balance Sheet “), and (ii) an unaudited statement of income of the Business for the twelve month period ending December 31, 2003 (the “Income Statement” and together, with the Balance Sheet, the “Financial Statements”). The Financial Statements were created specially by Sellers in connection with the transactions contemplated hereby from Sellers’ financial records. The Financial Statements (i) are in accordance with the books and records of Sellers; (ii) present fairly, in all material respects, the financial position of the Business for the period then ended; and (iii) have been prepared in accordance with the Accounting Principles (except (A) for the absence of footnotes and other disclosures required by GAAP and (B) that the Financial Statements do not present the results of operation that would have occurred if the Business had been operated as a “stand-alone” entity).
(d) Operations Since the Date of the Financial Statements.
(i) Since the date of the Financial Statements, Sellers have conducted the Business in all material respects only in the ordinary course and there has not occurred any event which constituted or would reasonably be likely to constitute a Material Adverse Effect, except to the extent Sellers have not originated or sought to originate new business.
(ii) Since the date of the Financial Statements, with respect to the Business, Sellers have not:
(A) Sold, leased (as lessor or lessee), transferred or otherwise disposed of any assets except in the ordinary course of business consistent with past practice;
(B) Undertaken or committed to undertake capital expenditures exceeding $500,000 in the aggregate per calendar quarter, other than capital expenditures to acquire On-Lease Equipment in the ordinary course of business consistent with past practice;
(C) Instituted any material increases in any compensation of any employee other than salary or hourly increases in the ordinary course of business consistent with past practices or pursuant to employment or collective bargaining agreements, or instituted any material increase in any existing, or instituted any new,
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profit sharing, bonus, incentive, deferred compensation, severance, termination arrangement, insurance, pension, retirement, medical, hospital, disability, welfare or other benefits, except for the Retention Agreements, as required to comply with applicable Requirements of Law or as may be provided in retention agreements with employees retained by any Seller during the period commencing after the Initial Closing Date (the “Additional Retention Agreements”);
(D) To the Knowledge of Sellers, suffered any damage, destruction or casualty loss with respect to any property (whether or not covered by insurance) in excess of $250,000 in the case of any individual loss or $500,000 with respect to the aggregate of all such losses;
(E) Waived any material rights with respect to any Business Assets;
(F) Permitted any Encumbrances on any Business Assets other than Business Asset Permitted Encumbrances; or
(G) Authorized, approved, agreed or committed to do any of the foregoing.
(e) Taxes.
(i) Sellers have filed or will have filed on a timely basis all material Tax Returns relating to the Business in connection with any federal, state or local Tax required to be filed by them, all such Tax Returns are true, correct and complete in all material respects and Sellers have or will have timely paid all such Taxes shown thereon to be due except as contested upon audit in good faith.
(ii) None of the Assets is subject to any lien in favor of the United States pursuant to Section 6321 of the Code for nonpayment of federal Taxes, or any lien in favor of any state or locality pursuant to any comparable provision of state or local Law under which transferee liability might be imposed upon Buyer as a buyer of such Assets pursuant to Section 6323 of the Code or any comparable provision of state or local Law except in each case liens for Taxes and other governmental charges and assessments which are not yet due and payable or which are being contested in good faith.
(iii) All of the Purchased Portfolio Assets that are treated as true leases for federal Income Tax purposes on the books and records of Sellers (excluding for purposes of this representation “motor vehicle operating leases” to which Section 7701(h) of the Code applies) are properly treated by Sellers on the date hereof, under applicable Law in effect on the date hereof, as leases for federal Income Tax purposes. All of the assets of entities the interests in which are Purchased Portfolio Assets which assets are treated as true leases for federal Income Tax purposes on the books and records of such entities (excluding for purposes of this representation “motor vehicle operating leases” to which Section 7701(h) of the Code applies) are properly treated by such entities (and by Sellers in Sellers’ capacities as members of such entities) under applicable Law in effect on the date hereof, as leases for federal Income Tax purposes. With respect to (a) the lease executed on April 18, 2004 with BCC Equipment Leasing Corporation, as lessor,
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and The Boeing Company, as lessee, of one Bombardier Challenger CL-600-2B16, Variant 604 Aircraft bearing manufacturer’s serial number 5571 (“MSN 5571”), and (b) the proposed lease with Boeing Capital Services Corporation, as lessor, and The Boeing Company, as lessee, of one Bombardier Challenger CL-600-2B16, Variant 604 Aircraft bearing manufacturer’s serial number 5573 (“MSN 5573”; and MSN 5571 and MSN together, the “TBC Equipment”), if, in each case the date of the sale of the relevant aircraft to Buyer is no more than three months following (A) April 27, 2004 in the case of MSN 5571 and (B) the “Acceptance Date” for such aircraft as set forth in such lease in the case of MSN 5573, but only if the lease for such aircraft is executed substantially in the form of, and with substantially the same economic terms and conditions as, the lease executed for MSN 5571; then: (1) the original use of the TBC Equipment will commence after September 10, 2001; (2) the TBC Equipment will have a recovery period of 20 years or less under law in effect on the date hereof; (3) the TBC Equipment will be acquired by the lessor after September 10, 2001; (4) the TBC Equipment will be placed in service before January 1, 2005; (5) no election will have been made by or on behalf of lessor pursuant to Section 168(k)(2)(C)(iii) of the Code with respect to the TBC Equipment; (6) the TBC Equipment will be originally be placed in service no earlier than 3 months prior to sale of the TBC Equipment to Buyer, and (7) neither the lessor nor the lessee was, prior to May 6, 2003, obligated under a binding contract to acquire MSN 5571 or MSN 5573. With respect to the Wing Ventures lease listed on Schedule 5.3, Sellers warrant that such lease, as restructured, as of the applicable Closing Date, shall constitute a lease for federal income tax purposes and that the rental income under such lease will accrue for such purposes no sooner than as actually provided for in the rent schedule of such lease, as so amended.
(iv) Except as disclosed by Sellers in writing to Buyer at or before the Final Closing, no Asset is a debt instrument (A) the interest on which is, or purports to be, excludable, in whole or in part, from gross income for federal Income Tax purposes, (B) that was issued with “original issue discount” as that term is defined in Section 1273(a) of the Code, (C) that is an “applicable high yield discount obligation” as defined in Section 163(i)(1) of the Code or (D) that constitutes a “registration-required obligation” as defined in Section 163(f)(2) of the Code and that is not in “registered form” as such term is defined in Temporary Treasury Regulation Section 5f.103-1(c) or Section 149(b)(3) of the Code.
(v) Except as disclosed on Schedule 3.2(s), no borrower under a Portfolio Asset that is a debt obligation for federal income tax purposes is other than a “United States person” as such term is defined in Section 7701(a)(30) of the Code. No Person for whom any of the Sellers acts as a paying agent for U.S. source interest payments or to whom any of the Sellers has transferred a partial participation in an Asset that is a debt obligation for U.S. federal income tax purposes giving rise to U.S. source interest payments is other than a “United States person” as such term is defined in Section 7701(a)(30) of the Code.
(vi) None of the Assets directly or indirectly secures any debt, the interest on which is tax-exempt under Section 103(a) of the Code.
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(vii) As of the Initial Closing Date, to the knowledge of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (Director Tax Planning Boeing Capital Corporation), Sellers have not received official notice (i) from GATX Marine Investors Corporation or Deep Seas Investors L.L.C. that GATX Marine Investors Corporation has sold or transferred its interest in the Deep Seas Investors, L.L.C. or (ii) from The CIT Group/Equipment Financing, Inc. or Portland Tube Facility, L.L.C. that The CIT Group/Equipment Financing, Inc. has sold or transferred its interests in Portland Tube Facility, L.L.C., or (iii) from Mitsui Leasing (U.S.A.), Inc. or MDFC/Mitsui Leasing Partnership that Mitsui Leasing (U.S.A.) has sold or transferred their interests in MDFC/Mitsui Leasing Partnership.
(f) Governmental Permits. Set forth on Schedule 3.1(f) are all Permits owned, held or possessed by Sellers relating to the Business. To the Knowledge of Sellers, Sellers have, and at all times have had, all Permits necessary to entitle Sellers to own or lease, operate and use the Assets and to carry on and conduct the Business (herein collectively called “Governmental Permits”).
(g) Real Property. Sellers do not own any real property used in the Business.
(h) [Intentionally Omitted].
(i) Software. To the Knowledge of Sellers, except as set forth on Schedule 3.1(i), Sellers have the right and license to use the Software used in the conduct of the Business as presently conducted.
(j) No Violation, Litigation or Regulatory Action.
(i) To the Knowledge of Sellers (after Reasonable Inquiry), Sellers have complied with all applicable Requirements of Law relating to the Business;
(ii) To the Knowledge of Sellers (after Reasonable Inquiry), none of Sellers, nor any of their directors, officers, employees, agents or representatives, nor any Person acting for or on behalf of any Seller, has violated the Foreign Corrupt Practices Act or the USA PATRIOT Act in connection with the Business, to the extent applicable. To the Knowledge of Sellers (after Reasonable Inquiry), all Sellers, and employees, agents, and representatives thereof, as well as all Persons acting for or on behalf of all Sellers, are in compliance with the Foreign Corrupt Practices Act and the USA PATRIOT Act in connection with the Business, to the extent applicable;
(iii) To the Knowledge of Sellers (after Reasonable Inquiry), no Seller has, within the last five years, violated any Laws governing the export, re-export and licensing of goods, services and technology in connection with the Business and, to the Knowledge of Sellers (after Reasonable Inquiry), each Seller is in compliance in all material respects with all aforementioned Laws in connection with the Business;
(iv) To the Knowledge of Sellers (after Reasonable Inquiry), no Seller has, within the last five years, violated any Laws prohibiting cooperation with unsanctioned foreign boycotts and requiring the reporting of certain requests to cooperate with such foreign boycotts in connection with the Business and, to the Knowledge of
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Sellers (after Reasonable Inquiry), each Seller is in compliance in all material respects with the aforementioned Laws prohibiting cooperation with unsanctioned foreign boycotts and requiring the reporting of certain requests to cooperate with such foreign boycotts in connection with the Business;
(v) To the Knowledge of Sellers (after Reasonable Inquiry), no Seller has, in connection with the Business, within the last five years, violated any Laws administered by the U.S. Department of the Treasury, Office of Foreign Assets Control imposing economic sanctions and trade embargoes against designated countries, persons and entities and, to the Knowledge of Sellers (after Reasonable Inquiry), each Seller, in connection with its operations with respect to the Business, is in compliance in all material respects with the foregoing Laws imposing economic sanctions and trade embargoes against designated countries, persons and entities;
(vi) To the Knowledge of Sellers (after Reasonable Inquiry), no Seller in connection with the Business owns, in whole or in part, manages, operates, uses, or benefits from property in or from Cuba that was nationalized by the Cuban Governmental Authorities after January 1, 1959;
(vii) Except as set forth on Schedule 3.1(j) or on the Schedule of Pending Non-Income Tax Contests, there are no lawsuits, claims, suits, proceedings or investigations relating to the Business pending or, to the Knowledge of Sellers, threatened against Sellers, with respect to which (i) if adversely determined against any Seller would reasonably be likely to result in Liabilities and Expenses in excess of $500,000, (ii) seek equitable or injunctive relief against one or more Seller, (iii) seek punitive, exemplary, special, incidental or consequential damages against a Seller or (iv) allege fraud or bad faith by one or more Seller, nor have Sellers received any written notice of violation of any Law relating to the Business from any Governmental Authority which if adversely determined against any Seller would reasonably be likely to result in Liabilities and Expenses in excess of $250,000; and
(viii) There is no lawsuit, claim or proceeding pending or, to the Knowledge of Sellers, threatened, that questions the legality or propriety of the transactions contemplated by this Agreement or any of the Seller Transaction Documents.
(k) Contracts.
(i) Schedule 3.1(k) sets forth a list of each of the following (collectively, the “Business Agreements”):
(A) any Contract (including purchase orders) involving the obligation of Sellers to purchase products or services pursuant to which the aggregate of payments to become due from Sellers is equal to or exceeds $500,000 other than loan and lease commitments made in the ordinary course of business;
(B) any commitment of Sellers relating to the Business to make a capital expenditure or to purchase a capital asset, not contemplated by the capital expenditure budget of Sellers for the Business; and
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(C) any Assigned Contract containing any covenant or provision limiting the freedom of Sellers to engage in any line of business or compete with any Person in any geographic area.
(ii) Except as set forth on Schedule 3.1(k), each Contract set forth on Schedule 3.1(k) is, with respect to Sellers, valid, binding and in full force and effect, and with respect to any other party, to the Knowledge of Sellers, valid, binding and in full force and effect. Except as set forth on Schedule 3.1(k), Sellers have performed all material obligations required to be performed by them to date under each such Contract and are not in breach or default in any material respect thereunder and, to the Knowledge of Sellers, no other party to any of such Contracts is in breach or default in any material respect thereunder.
(l) Status of Assigned Contracts. Each of the Assigned Contracts is valid, binding and in full force and effect. Sellers are not in, have not received written notice of, or, to the Knowledge of Sellers, alleged to be in, breach or default under any of the Assigned Contracts in any material respect and no event has occurred which, with notice and/or lapse of time, would constitute a default under any of the Assigned Contracts in any material respect.
(m) No Brokers. Except for Credit Suisse First Boston, whose fees shall be paid by Sellers, Sellers are not obligated to pay any fee or commission to any broker, finder or intermediary for or on account of the transactions contemplated by this Agreement.
(n) ERISA.
(i) Each material Benefit Plan is set forth on Schedule 3.1(n-(i)).
(ii) With respect to each Benefit Plan set forth on Schedule 3.1(n-(i)): (i) to the Knowledge of Sellers, each such plan has been maintained and operated in material compliance with the applicable requirements of the Code and ERISA and the regulations issued thereunder and (ii) no material litigation or asserted claims against Sellers exist with respect to any such plan other than claims for benefits in the normal course of business.
(iii) Except as set forth on Schedule 3.1(n-(iii)), each Benefit Plan intended to qualify under Section 401(a) of the Code has received a favorable currently effective determination letter that it is so qualified by the IRS, and, to the Knowledge of the Sellers, no event has occurred since the date of such determination letter that could reasonably be expected to result in the tax disqualification of such Benefit Plan.
(o) Environmental Compliance.
(i) To the Knowledge of Sellers (after Reasonable Inquiry), the Business is in compliance with all applicable Environmental Laws.
(ii) Sellers have not received any written notice of violation, nor is any claim or action pending or to the Knowledge of Sellers, threatened, asserting actual or potential Liability under any Environmental Law in respect to the Business.
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(iii) Notwithstanding any other provisions of this Agreement, Buyer acknowledges and agrees that the representations and warranties contained in this Section 3.1(o) and Section 3.2(d) are the only representations and warranties given by Sellers with respect to environmental matters or compliance with Environmental Laws and Hazardous Substances and no other provisions of this Agreement shall be interpreted as containing any representation or warranty with respect thereto.
(p) Employee Relations and Agreements.
(i) There are not any collective bargaining agreements or other agreements with any labor union or other bargaining unit directly relating to the employees of the Business.
(ii) Except as set forth on Schedule 3.1(p-(ii)) or for the Additional Retention Agreements, no employee of the Business is a party to any employment or other agreement that entitles him or her to compensation or other consideration upon the acquisition by any Person of control of the Business.
(iii) Sellers have terminated no more than ten (10) employees of the Business within ninety (90) days prior to the Initial Closing Date.
(q) No Undisclosed Liabilities. The Business does not have any Liabilities or obligations of a nature required by GAAP to be reflected on or disclosed in the footnotes to a balance sheet of the Business except for (i) Liabilities disclosed, reflected or reserved against in the Financial Statements, (ii) Liabilities incurred after the date of the Financial Statements in the ordinary course of business, (iii) the matters disclosed in or arising out of matters set forth on Schedule 3.1(q) and the other Schedules to this Agreement or which are the subject of other representations and warranties set forth herein, (iv) Liabilities and obligations incurred in connection with this Agreement and the transactions contemplated hereby, and (v) Liabilities which constitute Excluded Liabilities.
(r) Business Assets. Sellers are the sole and lawful owners of the Business Assets. Upon Closing hereunder, Buyer shall receive good and marketable title to the Business Assets transferred at such Closing free and clear of all Encumbrances other than Business Asset Permitted Encumbrances.
3.2 Representations and Warranties with Respect to Specified Portfolio Assets.
(a) Sellers or the Investment Vehicles are the sole and lawful owners of the Specified Portfolio Assets (other than the Portfolio Property relating to any Specified Financing and Lease Asset) and are either the sole and lawful owners of the Portfolio Property or have a valid perfected first priority security interest in such Portfolio Property. Upon each Closing hereunder, other than Portfolio Asset Permitted Encumbrances, Buyer shall receive (i) good and marketable title to the Specified Portfolio Assets intended to be transferred at such Closing (other than the Portfolio Property relating to any Specified Financing and Lease Asset) free and clear of all Encumbrances and (ii) good and marketable title or a valid perfected first priority security interest on the Portfolio Property transferred at such Closing free and clear of all Encumbrances. To the extent this transaction constitutes a secured transaction, Sellers grant to Buyer a valid
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perfected first priority security interest in all of the Purchased Portfolio Assets and all proceeds of all of the foregoing to secure any and all obligations at any time owing by Sellers to Buyer.
(b) (i) The Specified Portfolio Contracts are true, valid, genuine and complete in all material respects; (ii) Sellers or the Investment Vehicles have in their possession either (x) a fully executed original of any Lease Contract or note or certificate of title (and an executed original or a true and correct copy of all other documents) comprising each Specified Financing and Lease Asset, Credit Enhancement and all other Portfolio Contracts required by the applicable Seller’s or the Investment Vehicle’s credit or investment approval with respect to each Specified Financing and Lease Asset or (y) a true and correct electronic version of each document referred to in clause (x) above for which Sellers or the Investment Vehicles do not have either a fully executed original or an executed original or a true and correct copy, as called for in clause (x) above; (iii) the documents in Sellers’ or the Investment Vehicles’ possession pursuant to clause (ii) are sufficient to enforce the Obligor’s obligations under each Specified Financing and Lease Asset, Credit Enhancement and all other material Portfolio Contracts and (iv) Sellers or the Investment Vehicles have in their possession documentation sufficient to establish the original equipment cost of all On-Lease Equipment for purposes of determining personal property tax liability.
(c) The Specified Financing and Lease Assets represent existing, valid, binding and enforceable obligations in accordance with their written terms, subject to any Debtor Relief Law, and constitute and arose out of bona fide business transactions entered into in the ordinary and usual course of business of the applicable Seller or Investment Vehicle, consistent with their respective past practices, but in the case of any Investment Vehicle, consistent with the applicable Seller’s past practices.
(d) The Specified Financing and Lease Assets and the Asset Files relating thereto conform in all material respects with all applicable Laws. To the Knowledge of Sellers (after Reasonable Inquiry), all Portfolio Property was in compliance with Environmental Laws when each applicable Obligor took delivery thereof.
(e) Signatures, names, addresses, amounts, descriptions of Collateral and other statements and facts contained in the Specified Financing and Lease Assets and the Asset Files relating thereto are genuine, true and accurate in all material respects.
(f) The computation of rents, interest, fees and other charges, if any, with respect to the Specified Financing and Lease Assets, have been accurately made and conform with all applicable Laws, in all material respects, and neither the billing and collection nor enforcement of any Specified Financing and Lease Asset or Credit Enhancement in accordance with the terms thereof has resulted or will result in the violation of any Laws in effect as of the date hereof or as of the applicable Closing Date.
(g) (i) Other than as set forth on Schedule 3.2(g)(i), each Specified Financing and Lease Asset is not more than thirty (30) days past due with respect to its payments and no prepayments have been made thereunder; (ii) other than as set forth on Schedule 3.2(g)(ii), neither Sellers nor the Investment Vehicles have received any advance rents or other payments or deposits of any Obligor under any Specified Financing and Lease Asset; (iii) each such Specified
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Financing and Lease Asset requires the Obligor thereunder (and not a Seller, Investment Vehicle or any other Person) to maintain insurance against loss or damage with respect to the On-Lease Equipment and tangible Collateral subject to or governed by such Specified Financing and Lease Asset in an amount in compliance with such Seller’s or Investment Vehicle’s credit policies as of the date of origination; (iv) such Specified Financing and Lease Asset requires the Obligor thereunder (and not a Seller, Investment Vehicle or any other Person) to maintain liability insurance naming the applicable Seller or Investment Vehicle, and its successors and assigns additional insureds with respect to such liability insurance; (v) other than as set forth on Schedule 3.2(g)(v), neither Sellers nor the Investment Vehicles have received any notice of cancellation, termination or non-renewal of such insurance which remains uncured, and based thereon, Sellers further jointly and severally represent and warrant to Buyer that all of the insurance required pursuant to such Specified Financing and Lease Asset is in full force and effect; and (vi) neither Sellers nor the Investment Vehicles have taken any action or omitted to take any action that has resulted or might result in (x) the Obligor under any Specified Financing and Lease Asset maintaining less insurance against loss or damage or liability insurance than is required under the terms of such Specified Financing and Lease Asset or (y) a reduction in the amount that would otherwise be payable as proceeds with respect to a claim under any such insurance policy.
(h) Other than as set forth on Schedule 3.2(h), the Specified Portfolio Assets are in full force and effect, are not subject to any valid defenses, setoffs or counterclaims of any kind and no suit or any legal action or proceeding, administrative, judicial or otherwise has been brought or, to the Knowledge of Sellers, threatened to be brought by or against Sellers or the Investment Vehicles in connection therewith.
(i) Other than as set forth on Schedule 3.2(i),
the On-Lease Equipment subject to each relevant Specified Financing and Lease
Asset has been delivered to the applicable lessee Obligor in accordance with
the terms of the applicable Lease Contract and has been accepted by such
Obligor and, to the Knowledge of Sellers, all such On-Lease Equipment is in the
actual possession of and being used by such Obligor (or a duly authorized
sublessee or other agent or designee appointed in accordance with the terms of
the relevant Specified Financing and Lease Asset) in its business operations;
and no Obligor under any Specified Financing and Lease Asset has acquired any
Portfolio Property, any interest in any Portfolio Property or the use of any
Portfolio Property pursuant to such Specified Financing and Lease Asset for any
purpose that is subject to the Truth in Lending Act and Regulation Z, as
amended, or any State consumer credit Law.
(j) Unless otherwise set forth on Schedule 3.2(j), to the Knowledge of Sellers, no Obligor under any Specified Portfolio Contract is the subject of any proceeding under any Debtor Relief Law.
(k) The Asset Files and Records relating to the Specified Portfolio Assets are accurate in all material respects; and all information contained on the Schedules attached to this Agreement is accurate in all material respects.
(l) Other than as set forth on Schedule 3.2(l), to the Knowledge of Sellers, no Portfolio Property relating to any of the Specified Portfolio Contracts has been repossessed, sold
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or substantially damaged without being repaired (whether or not covered by insurance) in excess of $250,000 in the case of any individual loss or $500,000 with respect to the aggregate of all such losses.
(m) Neither Sellers nor the Investment Vehicles are in breach of or default under any Specified Financing and Lease Asset or any Credit Enhancement.
(n) No Obligor under any Specified Financing and Lease Asset is required under any applicable Law to withhold from payment on any such Specified Financing and Lease Asset any interest or other withholdings for the payment of Taxes to any Governmental Authority, except to the extent that such Obligor is obligated to indemnify the applicable Seller for the amount withheld.
(o) Other than as set forth on Schedule 3.2(o), (i) all payments pursuant to each Specified Financing and Lease Asset are made directly to Sellers or the Investment Vehicles; (ii) no Specified Financing and Lease Asset is subject to any debt subordination agreement, participation agreement (where the applicable Seller or Investment Vehicle has granted a participation interest to a third party), intercreditor agreement, owner trust agreement, collateral sharing agreement, residual sharing agreement, remarketing agreement or vendor recourse agreement and no Specified Financing and Lease Asset is subject to any disposition agreement; and (iii) none of the Specified Financing and Lease Assets will constitute a public sector financing contract.
(p) Sellers or the Investment Vehicles have approved credit requests, credit proposals, letters of intent and similar documents and otherwise entered into commitments and Portfolio Contracts and documented the Specified Financing and Lease Assets in a manner consistent with Sellers’ credit policies, collateral eligibility standards, underwriting, origination and credit quality classifications in effect at the time such Specified Financing and Lease Assets were originated.
(q) (i) no Person has an option to purchase any item of On-Lease Equipment for a fixed amount less than the Booked Residual Value thereof; (ii) the Booked Residual Value of any item of On-Lease Equipment is not less than the amount set forth on the Data Tape; (iii) all documents required to be recorded or filed with the U.S. Coast Guard, the U.S. Federal Aviation Authority, the Surface Transportation Board or any comparable foreign Governmental Authorities with respect to any vessel, vehicle or aircraft that is subject to a Specified Financing and Lease Asset have been duly filed or recorded, and all filing fees and Taxes, if any, payable in connection with such filings have been paid in full; and (iv) each vehicle, vessel and aircraft that is subject to a Specified Financing and Lease Asset has been duly registered with the appropriate Governmental Authorities, and legal title to or the benefits of a valid first priority perfected mortgage with respect to each such vehicle, vessel or aircraft is vested in a Seller or Investment Vehicle.
(r) Schedule 3.2(r) sets forth a list of each Credit Enhancement that is a letter of credit or certificate of deposit that has a maximum face amount in excess of $75,000, along with (i) the issuer thereof, (ii) the maximum amount drawable thereunder or principal amount
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thereof, (iii) the expiration or maturity date thereof, if applicable and (iv) the physical location thereof.
(s) Other than as set forth on Schedule 3.2(s) each Specified Financing and Lease Asset and Credit Enhancement is expressly governed by the Laws of a State of the United States. Other than as disclosed on Schedule 3.2(s) each Obligor under a Specified Financing and Lease Asset effects payments with respect to such Specified Financing and Lease Asset from a location in the United States. Except as set forth on Schedule 3.2(g)(ii), none of the Obligors identified on Schedule 3.2(g)(ii) are located in the State of New York.
(t) (i) No Specified Financing and Lease Asset that is in the form of a Lease Contract is terminable at the option of the Obligor thereunder except to the extent that such Obligor is required to pay to or on behalf of the applicable Seller a termination payment in an amount not less than the present value of all remaining scheduled payments, computed using a discount rate equal to the contract rate, if provided for, or otherwise the implicit rate for such Specified Financing and Lease Asset plus an amount not less than the present value of Booked Residual Value (as proportionately reduced for the interests subject to the Option Agreement) plus, to the extent required to be paid pursuant to the terms of such Lease Contract, any break funding, swap breakage or similar costs and (ii) no Specified Financing and Lease Asset that is in the form of a Finance Obligation is terminable at the option of the Obligor thereunder except to the extent that the Obligor is required to pay the applicable Seller or Investment Vehicle not less than the sum of the outstanding principal balance plus accrued and unpaid interest thereunder at the time of termination plus, to the extent required to be paid pursuant to the terms of such Finance Obligation, any break funding, swap breakage or similar costs.
(u) All of the Portfolio Information set forth in the Data Tape is true, correct, complete and accurate in all respects as of April 30, 2004, subject to the following limitations and qualifications:
(i) The Data Tape includes information in addition to the Portfolio Information. No representation or warranty is made with respect to such additional information, except as otherwise indicated in footnote * on the Addendum to Exhibit L.
(ii) The Data Tape includes information regarding certain Financing and Lease Assets and other Portfolio Assets that are not Specified Financing and Lease Assets, Equity Assets or Assets held for Sale or Lease. No representation or warranty is made with respect to the information applicable to any such assets.
(iii) The Data Tape includes projected cash flows with respect to certain Financing and Lease Assets that bear interest at a floating rate (or are Lease Contracts that have an imputed floating interest rate). In projecting such cash flows, Sellers assumed a fixed rate of interest over the remaining life of such assets at a rate equal to the most recent applicable contractual index rate plus the current applicable contractual interest rate “spread” or “margin,” if any.
(iv) The Data Tape includes contractual payment amounts, Booked Residual Values and projected cash flows with respect to Specified Financing and Lease
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Assets owned by the Investment Vehicles or with respect to which the applicable Seller owns a beneficial interest. Such payment amounts, Booked Residual Values and projected cash flows have not been bifurcated on the Data Tape into the applicable portions thereof to be transferred to Buyer (pursuant to Buyer’s acquisition of interests in the Investment Vehicles or a portion of such beneficial interest) from those portions thereof applicable to the interests retained by Sellers subject to the Option Agreement.
(v) To the extent any of the Portfolio Information consists of projected cash flows (or similar types of information consisting of projected receipts with respect to the Specified Portfolio Assets), Sellers make no representation with respect to the collectability of such cash flows.
(vi) The Portfolio Information and Sellers’ representations and warranties with respect thereto are further limited and/or qualified as set forth on the Addendum to Exhibit L.
(v) Other than as set forth in Schedule 3.2(v) or any documents required to be recorded or filed with the U.S. Coast Guard, the U.S. Federal Aviation Authority, the Surface Transportation Board or any comparable foreign Governmental Authorities with respect to any vessel, vehicle or aircraft that is subject to a Specified Financing and Lease Asset, the execution and delivery by Sellers of this Agreement and each Seller Transaction Document, and the performance by them of their obligations hereunder or thereunder, do not and will not (i) require a consent, approval or waiver from, or notice to, any party to a Specified Portfolio Contract or other Specified Financing and Lease Asset, which consent approval or waiver has not been obtained, or (ii) result in a breach of or cause a default under any provision of a Specified Portfolio Contract or other Specified Financing and Lease Asset; except in any case under clauses (i) and (ii) above, any violation, breach, default or non-compliance that would not create a defense to enforcement or give rise to material damages. The consents, approvals, waivers and notices set forth on Schedule 3.2(v) shall be referred to herein as the “Required Consents”.
(w) As of April 30, 2004, the total amount of Applicable NAV of Portfolio Assets with respect to which any regularly scheduled installment of principal, interest or base rent (as the case may be) was more than thirty (30) days past due was not more than $75,000,000, with such delinquency determined on a separate IER-by-IER basis such that only the Applicable NAV of delinquent IERs shall be included in the computation of such amount. For the avoidance of doubt, no such amount subject to forbearance, deferral or similar agreements shall be deemed to be past due for purposes of the foregoing.
(x) Other than as set forth in Schedule 3.2(x), since the date of the Financial Statements, with respect to the Portfolio Assets, neither the Sellers nor the Investment Vehicles have:
(i) Waived any material rights; or
(ii) Except for the Portfolio Asset Permitted Encumbrances, consented to, or otherwise, to the Knowledge of Sellers with respect to Portfolio Property, permitted
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any Encumbrances on any Specified Portfolio Assets intended to be transferred at a Closing.
3.3 Representations and Warranties with respect to Equity Assets.
(a) The Equity Assets are duly authorized, validly issued, outstanding, fully paid and nonassessable.
(b) Schedule 3.3 accurately sets forth the names of the owners of the Equity Assets, the percentage ownership thereof, and whether such Equity Assets are certificated.
(c) Each Seller listed on Schedule 3.3 owns the Equity Asset listed thereon beneficially and of record, free and clear of all Encumbrances.
(d) To the extent that any Equity Asset is certificated, the delivery of a certificate or certificates at a Closing representing such Equity Asset in the manner set forth in Section 2.3 will transfer to Buyer valid title to the applicable Equity Asset, free and clear of all Encumbrances. Upon each Closing, Buyer will be the beneficial owner of record of the Equity Assets transferred at that Closing, free and clear of all Encumbrances.
(e) The Mitsui Partnership does not have any Liabilities and does not engage in any trade, business or other activity, other than the ownership of certain Specified Financing and Lease Assets, a portion of which are set forth on the Data Tape.
REPRESENTATIONS AND WARRANTIES OF BUYER
As an inducement to Sellers to enter into this Agreement and to consummate the transactions contemplated hereby, Buyer hereby represents and warrants to Sellers as follows:
4.1 Organization of Buyer. Buyer (i) is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware, (ii) is duly qualified or authorized to conduct business and is in good standing as a foreign corporation in all jurisdictions in which the character or location of its properties owned or leased by it or the nature of the business conducted by it requires such qualification or authorization, except where the failure to be so qualified or authorized has not had and would not have a material adverse effect on Buyer or Buyer’s ability to perform its obligations hereunder or under the Buyer Transaction Documents, and (iii) has the corporate power and corporate authority to own or lease and operate its assets and to carry on its business in the manner that they were conducted immediately prior to the date of this Agreement.
4.2 Authority of Buyer. Buyer has the corporate power and corporate authority to execute and deliver this Agreement and each of the Buyer Transaction Documents and to perform its obligations thereunder. The execution and delivery of this Agreement and the Buyer Transaction Documents by Buyer and the performance of its Obligations thereunder have been duly authorized and approved by all necessary corporate action and do not require any further authorization or consent of Buyer or its stockholders. This Agreement has been duly authorized,
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executed and delivered by Buyer and (assuming the valid authorization, execution and delivery of this Agreement by Sellers) is the legal, valid and binding agreement of Buyer enforceable in accordance with its terms subject to Debtor Relief Laws, and each of the Buyer Transaction Documents has been duly authorized by Buyer and upon execution and delivery by Buyer will be (assuming the valid authorization, execution and delivery by each other party thereto) the legal, valid and binding obligation of Buyer enforceable in accordance with its terms, in each case subject to Debtor Relief Laws.
4.3 No Violation of Law and Agreements. The execution and delivery by Buyer of this Agreement and each Buyer Transaction Document, and the performance by Buyer of its obligations hereunder or thereunder, does not and will not:
(a) Violate any provision of the charter or bylaws of Buyer; or
(b) (i) violate any provision of applicable Law, order, arbitration award, judgment or decree relating to Buyer or to which Buyer is subject; or (iii) require a registration, filing, application, notice, consent, approval, order, qualification or waiver with, to or from any Governmental Authority, except any violation that would not have a material adverse effect on Buyer’s ability to perform its obligations hereunder or under the Buyer Transaction Documents.
4.4 No Litigation or Regulatory Action.
(a) There are no lawsuits, claims, suits, proceedings or investigations pending or, to the knowledge of Buyer, threatened against Buyer which if determined adversely to Buyer would reasonably be expected to have a material adverse effect on Buyer’s ability to perform in a timely manner its obligations hereunder or under the Buyer Transaction Documents; and
(b) There is no lawsuit, claim or proceeding pending or, to the knowledge of Buyer, threatened, that questions the legality or propriety of the transactions contemplated by this Agreement or any of the Buyer Transaction Documents.
4.5 No Brokers. Buyer is not obligated to pay any fee or commission to any broker, finder or intermediary for or on account of the transactions contemplated by this Agreement.
4.6 Financial Ability. Buyer has, and will have on each Closing Date, the financial ability to consummate the transactions contemplated by this Agreement and service and administer the Specified Portfolio Assets in accordance with the terms thereof.
4.7 Accredited Investor. Buyer is an accredited investor as defined under the Securities Act of 1933, as amended, capable of evaluating the risks and merits relating to the purchase of the Specified Portfolio Assets and is capable of making an informed purchase in connection therewith.
ACTION PRIOR TO EACH CLOSING DATE
Buyer and Sellers covenant and agree to take the following actions between the date hereof and each Closing Date:
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5.1 Access to Information. Subject to any and all applicable Laws and prior to the Final Closing, Sellers shall permit Buyer and its representatives to have reasonable access to the Assets and the Business, during regular business hours and upon reasonable advance notice, to the extent Buyer shall reasonably deem necessary or desirable; provided, however, that Sellers shall not be required to violate any obligation of confidentiality to which Sellers are subject in discharging their obligations pursuant to this Section 5.1 nor shall the foregoing require Sellers to permit any inspection, or to disclose any information, that would violate any attorney client privilege with respect to privileged communications of Sellers; provided, further, that Buyer and its representatives comply with the Confidentiality Agreement. Buyer agrees that such investigation shall be conducted in such a manner as not to interfere unreasonably with the operations of Sellers, and Buyer and its representatives shall not speak to any of the employees of Sellers other than those involved in the negotiation of the transactions contemplated by this Agreement without the prior written consent of Sellers.
5.2 Consents of Third Parties; Governmental Approvals.
(a) Buyer and Sellers will act diligently and reasonably to secure, before the Final Closing Date, the Required Consents relating to the Assets to be transferred hereunder; provided, however, that Sellers shall not be required to incur (unless indemnified by Buyer) any financial or other obligation in connection therewith (other than normal and customary transaction costs and filing fees not otherwise required hereby to be incurred by Buyer).
(b) During the period prior to each Closing Date, Buyer and Sellers shall act diligently and reasonably, and shall cooperate with each other, to secure any consents and approvals of any Governmental Authority required to be obtained by them in order to permit the consummation of the transactions contemplated by this Agreement, or to otherwise satisfy the conditions set forth in Sections 7 and 8.
(c) Subject to the terms and conditions of this Agreement, each party shall use its commercially reasonable efforts to cause each Closing to occur (including the use of reasonable efforts to execute any documents reasonably requested by either party hereto and to satisfy such party’s conditions to Closing set forth herein); provided, however, that no party shall have any obligation to dispose of, hold separate or otherwise restrict its enjoyment of any of its assets or properties.
(d)
(i) In the event that any Required Consent with respect to any Specified Financing and Lease Asset or Equity Asset (excluding interests subject to the Option Agreement), or any right or benefit arising thereunder or resulting therefrom, is obtained at any time following the Initial Closing Date (whether before or (unless Buyer or Sellers have elected as provided below to refuse equitable assignment) after the Final Closing Date), Sellers shall deliver to Buyer the related Seller Transaction Documents with regard to such Assets, and Buyer shall deliver to Sellers the related Buyer Transaction Documents with regard to the corresponding Assumed Liabilities. In the event that any Required Consent with respect to any Specified Financing and Lease Asset or Equity Asset (other than the Deferred Assets and interests subject to the Option
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Agreement), or any right or benefit arising thereunder or resulting therefrom, shall not have been obtained prior to the Final Closing Date, then as of the Final Closing, unless either of Sellers or Buyer elect in writing to refuse such equitable assignment of a particular Specified Financing and Lease Asset or Equity Asset, this Agreement shall and hereby does, to the extent permitted by Law, constitute full and equitable assignment by Sellers to Buyer of all of right, title and interest of Sellers in and to, and all Assumed Liabilities of Sellers under, each such Specified Financing and Lease Assets and Equity Asset, and Buyer shall be deemed Sellers’ agent with full power of attorney for purpose of completing, fulfilling and discharging all Assumed Liabilities thereunder from and after the Final Closing Date under any such Specified Financing and Lease Asset and Equity Asset.
(ii) On the Final Closing Date, Sellers shall transfer to Buyer all amounts received by Sellers after the Initial Closing Date through the Final Closing Date with respect to any Specified Financing and Lease Asset or Equity Asset that is equitably assigned to Buyer plus interest at the Applicable Interest Rate on such amounts from the date of Seller’s receipt thereof until such Specified Financing and Lease Asset or Equity Asset is equitably assigned to Buyer.
(iii) The parties shall take all necessary steps (including entry into subcontracts for the performance thereof as permitted) and actions to provide Buyer with all of the benefits of such Specified Financing and Lease Assets and Equity Assets, and to relieve Sellers of the obligations for all Assumed Liabilities thereunder to the same extent as if the desired assignment, transfer or novation had been effected. Buyer agrees to pay, perform and discharge, and indemnify Sellers against and hold Sellers harmless from, all Assumed Liabilities thereunder relating to such performance (other than failure of Sellers to perform unless such failure to perform was at the written request of Buyer) under such Specified Financing and Lease Assets or Equity Assets.
(iv) During the eighteen (18) month period extending from the Final Closing Date, Buyer may, but shall have no obligation to, unwind and terminate any equitable assignment of a Specified Financing and Lease Asset or Equity Asset by providing written notice to Sellers during such eighteen (18) month period (an “Unwind of Equitable Assignment”), but only to the extent the applicable Required Consent has not yet been obtained. If Buyer elects to cause an Unwind of Equitable Assignment, (A) the parties shall take all necessary steps to provide Sellers with all of the benefits of such Asset, and to relieve Buyer of all Assumed Liabilities thereunder, from and after the date Buyer provides Sellers with written notice of its election to cause an Unwind of Equitable Assignment, and (B) within ten (10) Business Days following receipt of Buyer’s written notice to cause an Unwind of Equitable Assignment, Sellers shall pay to Buyer the then Applicable NAV of such Asset and applicable Premium Reduction Payment reduced to reflect the amortization pursuant to Buyer’s accounting policies with respect thereto in effect on the date Buyer provides Sellers with such notice.
(v) In the event that either Sellers or Buyer elect in writing to refuse an equitable assignment of a particular Specified Financing and Lease Asset or Equity Asset on or prior to the Final Closing Date, Buyer shall have no obligation to purchase such
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Specified Financing and Lease Asset or Equity Asset and such Specified Financing and Lease Asset or Equity Asset shall be deemed a Serviced Asset.
(e) [Intentionally Omitted].
(f) Except as otherwise provided herein, the obligations of the parties under this Section 5.2 shall not include any requirement of Sellers or Buyer to expend money (other than normal legal and professional fees or filing fees), commence or participate in any litigation or offer or grant any accommodation (financial or otherwise) to any third party.
5.3 Operations Prior to each Closing Date. During the period from the date hereof until the relevant Closing Date, except as required by Law or as required by this Agreement, Sellers shall:
(a) Use commercially reasonable efforts to do the following:
(i) operate and carry on the Business and service and administer the Specified Portfolio Assets that have not been transferred to Buyer at a previous Closing in the ordinary course of business consistent with past practice and in compliance with applicable Laws;
(ii) preserve substantially intact the Assets, and preserve their present Business relationships, including with Obligors;
(iii) service in all material respects the Specified Portfolio Assets and protect Sellers’ rights and interests therein in the ordinary course of business consistent with Sellers’ practices in effect on the date hereof, including billing, collection, administration and servicing policies, including policies relating to renewal of insurance;
(iv) maintain the Asset Files in the ordinary course of business consistent with Sellers’ practices in effect on the date hereof and cause such Asset Files to be true and complete in all material respects; and
(v) preserve and transfer to Buyer at the Initial Closing the backlog for the Business.
(b) Without limiting the provisions of Section 5.3(a), except as set forth on Schedule 5.3, as expressly contemplated by this Agreement or with the written approval of Buyer, between the date hereof and the relevant Closing Date, Sellers shall not do any of the following:
(i) Make any material change in the Business or its operations, except such changes as may be required to comply with any applicable Requirements of Law;
(ii) Make any capital expenditure in relation to the Business or enter into any contract or commitment therefor in excess of $500,000 in the aggregate, except in the ordinary course of business;
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(iii) Sell, lease (as lessor), transfer or otherwise dispose of any Specified Portfolio Asset or Business Asset, mortgage or pledge or impose any Encumbrance (other than Portfolio Asset Permitted Encumbrances or Business Asset Permitted Encumbrances) on any of the Specified Portfolio Assets or Business Assets;
(iv) Institute any material increase in any, or adopt any new, profit sharing, bonus, incentive, deferred compensation, insurance, pension, retirement, medical, hospital, disability, severance, termination, welfare or other employee benefit plan with respect to employees of the Business, other than in the ordinary course of business as required on a non-discretionary basis by any such existing plan, or by any employment agreements or by Requirements of Law;
(v) Make any material change in the compensation of employees of the Business, other than increases in salary or wages made in accordance with normal compensation practices and consistent with past practices of Sellers or non-discretionary increases required by employment agreements or by any Requirement of Law or as may be provided in the Additional Retention Agreements;
(vi) With respect to the Business: acquire or purchase any properties or assets (other than in the ordinary course of business consistent with past practices including entering into Portfolio Contracts), merge or consolidate with, or acquire all or substantially all of the assets of, or otherwise acquire, any Person, or make any material investment in any Person;
(vii) Modify any Specified Portfolio Asset from the form contained in the applicable Asset File in any respect nor cancel, sell, or subordinate in writing any Specified Portfolio Asset in whole or in part, nor release all or any portion of the Portfolio Property relating to any Specified Financing and Lease Asset from the lien in favor of the applicable Seller, except as required by the terms of the relevant documents contained in the applicable Asset File;
(viii) Directly or indirectly in any way extend or otherwise restructure the payment schedule, payment terms or any other term or condition of any Specified Financing and Lease Asset or make any advance, extension, novation, modification or other accommodation to any Obligor;
(ix) Solicit any Obligor in connection with any refunding or refinancing of any Specified Portfolio Asset;
(x) Take any action (or omit to take any action) that would breach any of Sellers’ representations, warranties or covenants contained in this Agreement or that would reasonably be likely to cause any of the conditions in Section 7 to be materially delayed or fail to be satisfied;
(xi) Except as set forth on Schedule 5.3, enter into any material transaction that would be treated as a lease for federal Income Tax purposes under which a Seller is a lessor and that, if entered into, would be a Portfolio Asset (for the avoidance of doubt, for this purpose “Portfolio Asset” shall not include any lease entered into in the
37
course of the commercial aircraft financing business or the space and defense financing business of Boeing Capital or any of the other Sellers or their Affiliates); or
(xii) Authorize, approve, agree or commit to do any of the foregoing.
5.4 [Intentionally Omitted]
5.5 Confidentiality. The terms of the Confidentiality Agreement (including, without limitation, those relating to Taxes) are hereby incorporated by reference and shall continue in full force and effect until the Final Closing Date, at which time such Confidentiality Agreement and the obligations of Buyer under this Section 5.5 shall terminate. If this Agreement is, for any reason, terminated prior to the Initial Closing Date, the Confidentiality Agreement shall continue in full force and effect in respect of such confidential information in accordance with its terms. In addition to the obligations under the Confidentiality Agreement, Buyer and Sellers hereby agree that each of them will not disclose, nor will they permit any of their Affiliates to disclose, to any third party any confidential or proprietary information obtained from the other in connection with this Agreement (including without limitation any disclosure by Sellers or their Affiliates of any information relating to the Assets purchased by Buyer; it being acknowledged that, except for such confidential or proprietary information that is protected from disclosure by the attorney-client privilege or work product doctrine, such confidential or proprietary information does not include the (i) Tax structure or Tax treatment of the transactions contemplated by this Agreement), except as required by applicable Law, (ii) information which (A) is or becomes generally available to the public other than as a result of a disclosure by the party bound hereunder to keep such information confidential, (B) was or becomes available to the party bound hereunder on a non-confidential basis from a source other than the other party hereto (or its representatives), provided that, to the bound party’s knowledge, such source is not prohibited from disclosing such information by a contractual, legal or fiduciary obligation to other party, or (C) as required by applicable Law.
ADDITIONAL AGREEMENTS
6.1 Use of Names.
(a) Nothing herein shall be construed as granting Buyer a license in or to any trademarks, service marks or trade names belonging to Sellers or their respective Affiliates (collectively, the “Marks”). Notwithstanding anything to the contrary in this Agreement, Buyer may not use the Marks, or any portion thereof, or any ▇▇▇▇ confusingly similar thereto, except as set forth in this Section 6.1. If any Marks remain on Assets transferred to Buyer at any Closing, Buyer will have the limited permission to use such Marks for so long as they remain on such Assets; provided, however, Buyer will take commercially reasonable steps to promptly remove such Marks (to the extent removable, it being acknowledged that Marks are not removable from paper, documents or records) within three (3) months from the Initial Closing Date.
(b) Buyer acknowledges Sellers’ (or their respective Affiliates’) rights in and title to the Marks and agrees that Buyer shall not acquire nor claim any title to the Marks adverse to Sellers (or their respective Affiliates) by virtue of this Agreement, the parties intending that all
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use of the Marks by Buyer permitted hereunder shall inure to the exclusive benefit of Sellers or their respective Affiliates.
(c) In the event Buyer or any Affiliate of Buyer violates any of its obligations under this Section 6.1, Sellers may proceed against it in Law or in equity for such damages or other relief as a court may deem appropriate. Buyer acknowledges that a violation of this Section 6.1 may cause Sellers irreparable harm which may not be adequately compensated for by money damages. Buyer therefore agrees that in the event of any actual or threatened violation of this Section 6.1, Sellers shall be entitled, in addition to other remedies that it may have, to a temporary restraining order and to preliminary and final injunctive relief against Buyer or such Affiliate of Buyer to prevent any violations of this Section 6.1.
6.2 Employees; Employee Benefits.
(a) Hiring of Employees. Buyer shall use commercially reasonable efforts to hire as of the Initial Closing Date no less than eight (8) employees of the Business that perform asset management and collection functions, and may hire any other employees of the Business as Buyer deems necessary, all on at least the same base salary in effect immediately prior to the Initial Closing Date and with employee benefits and employee compensation programs that are substantially similar in the aggregate to those provided by Buyer to its similarly-situated employees. Buyer has delivered to Sellers a written description of such employee benefits and aggregate data on employee compensation programs. With respect to each such Business employee who accepts Buyer’s offer of employment (a “Transferred Employee”), Buyer shall (i) maintain for twelve (12) months after the Initial Closing Date at least the same base salary as in effect immediately prior to the Initial Closing Date and employee benefits and employee compensation programs provided by Buyer to its similarly-situated employees (including severance benefits), and (ii) subject to the approval of the Buyer’s Pension Committee which approval shall not be unreasonably withheld (and Buyer hereby agrees to cause the Pension Committee to consider granting such approval at its next meeting and that, promptly after such meeting, Buyer shall notify Sellers whether such approval has been granted), credit the Transferred Employees’ entire periods of service prior to the Initial Closing for purposes of determining eligibility, vesting, and benefit entitlement (but not benefit accruals under any pension plan) under severance, vacation, pension benefits, retiree medical and life insurance benefits, and all other compensation and benefit plans, programs and policies maintained by Buyer for the benefit of such employees after the Initial Closing. Notwithstanding the foregoing, Buyer shall not be prohibited by this Section 6.2(a) from terminating the employment of any Transferred Employee following the Initial Closing Date, subject, however to Buyer’s compliance with all applicable Requirements of Law or agreements to which Buyer is a party or by which it is bound. Employees of the Business who are on approved leaves of absence at the time they accept an offer of employment from Buyer shall become Transferred Employees as of the date they return from such leave of absence and accept employment with Buyer.
(b) Health Coverages; Workers’ Compensation. Without limiting the scope of Section 6.2(a), Buyer shall cause each Transferred Employee (and his or her “eligible dependents”, as defined in the Benefit Plans) to be covered following the Initial Closing by a group health plan that provides health benefits (within the meaning of Section 5000(b)(1) of the Code) that (i) comply with the provisions of Section 6.2(a) with respect to Transferred
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Employees, (ii) does not limit or exclude coverage on the basis of any pre-existing condition of such Transferred Employee or dependent (other than any limitation already in effect under Sellers’ group health plan), and (iii) provides each Transferred Employee full credit, for the year during which the Initial Closing occurs, for any deductible already incurred by the Transferred Employee under Sellers’ group health plan and for any other out-of-pocket expenses that count against any maximum out-of-pocket expense provision of Sellers’ or Buyer’s group health plan or medical plan. In addition, Buyer shall assume responsibility for all amounts payable by reason of, or in connection with, any and all medical and dental claims incurred by any Transferred Employee or his or her eligible dependents after the Initial Closing, and shall assume responsibility for workers’ compensation claims (including medical, disability, permanency and expense claims) incurred by any Transferred Employee or his or her eligible dependents after the Initial Closing, and shall take all necessary and appropriate action to adopt or designate a workers’ compensation program to cover Transferred Employees at least comparable to the one currently provided by Sellers with respect to the Transferred Employees. For purposes of the foregoing, a medical/dental claim shall be considered incurred when the medical services are rendered or medical supplies are provided, and not when the condition arose.
(c) [Intentionally Omitted].
(d) [Intentionally Omitted].
(e) Accrued Vacation. Sellers shall pay the Transferred Employees all accrued vacation upon such Transferred Employees’ terminations of employment with Sellers.
(f) Savings Plan. Without limiting the scope of Section 6.2(a), as of the Initial Closing, Buyer shall make available, and maintain for a period of a least twelve (12) months, a tax-qualified defined contribution plan with a cash or deferred feature (the “Buyer’s Savings Plan”) for the benefit of each Transferred Employee who was eligible to participate in a tax-qualified defined contribution plan maintained by Sellers with a cash or deferred feature (a “Sellers’ Savings Plan”). As soon as practicable after the Initial Closing, Sellers’ Savings Plan shall make distributions available to Transferred Employees as permitted by Section 401(k)(2) of the Code, and Buyer’s Savings Plan shall accept any such distribution as a direct rollover distribution if so directed by the Transferred Employee. Sellers shall make any contributions to Sellers’ Savings Plan that was due and payable by Sellers on or before the Initial Closing Date.
(g) Flexible Spending Accounts. Without limiting the scope of Section 6.2(a), effective as of the Initial Closing, Buyer shall establish flexible spending accounts for health and dependent care expenses, and Sellers shall spin-off and Buyer shall assume the health and dependent care account balances (and related assets and liabilities) under Sellers’ flexible benefits plan with respect to Transferred Employees to Buyer’s flexible benefit plan. As soon as practicable after the Initial Closing, (i) Sellers shall pay to Buyer in cash the amount, if any, by which aggregate contributions made to accounts under Sellers’ flexible benefits plan exceeded the aggregate benefits provided as of the Initial Closing, or (ii) Buyer shall pay to Sellers in cash the amount, if any, by which aggregate benefits provided from accounts under Sellers’ flexible benefits plan exceeded the aggregate contributions made as of the Initial Closing Date. Subject to applicable Law, including, but not limited to, the Health Insurance Portability and Accountability Act of 1996, Sellers will make available to Buyer, not less than five (5) calendar
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days prior to the Initial Closing, a list of Transferred Employees who are participating in or have participated in the plans described in this subsection (g), together with the elections made prior to the Initial Closing with respect to such accounts through the Initial Closing.
(h) Sick Leave. Sellers shall pay Transferred Employees accrued sick leave in accordance with, and subject to, Sellers’ sick leave policy.
(i) WARN Act. Buyer agrees to provide any required notice under the Worker Adjustment and Retraining Notification Act, as amended (the “WARN Act”), and any similar state or other applicable law, and to otherwise comply with any such applicable law with respect to any “plant closing” or “mass layoff” (as defined in the WARN Act) or group termination or similar event affecting employees of the Business (including as a result of the consummation of the transactions contemplated by this Agreement) and occurring after the Initial Closing Date. Sellers shall provide any such notice with respect to any group termination or similar event occurring on or before the Initial Closing Date.
(j) No Third Party Beneficiary. Nothing herein is intended to, and shall not be construed to, create any third party beneficiary rights of any kind or nature, including the right of any Transferred Employee or other individual to seek to enforce any right to compensation, benefits, or any other right or privilege of employment with Sellers or Buyer.
6.3 Insurance. Sellers will keep (or cause to be kept) insurance policies currently maintained by Sellers relating to the Assets and current or former employees, or suitable replacements therefor, in full force and effect through the Final Closing Date, except that Sellers may reduce, terminate, amend or otherwise modify such policies to reflect that certain Assets and Assumed Liabilities have been transferred at a Closing; provided, however, that with respect to insurance maintained by Obligors, Sellers shall not permit any reduction, termination, amendment or modification thereof except as required by any Specified Portfolio Contract.
6.4 Federal Mogul Schedule. In the event of any default, nonpayment or raising of any defense to enforcement by the Obligor with respect to the Federal Mogul Schedule, Buyer shall have the option to require Sellers by written notice within thirty (30) days of such event to purchase the Federal Mogul Schedule for the Applicable NAV as of the date of the consummation of such purchase.
6.5 Unapplied Cash. Sellers will use commercially reasonable efforts to reconcile and apply all cash that is reflected on the general ledger of any of them as of the Initial Closing Date.
6.6 Insurance Matters. Sellers have disclosed on Schedule 3.2(g)(v) that certain Obligors are not in compliance with the insurance requirements of their respective Specified Financing and Lease Assets (the “Insurance Deficiencies”). Sellers shall use commercially reasonable efforts to cause each of such Obligors to cure the Insurance Deficiencies prior to the time that Services are no longer being provided under the Transition Services Agreement. With respect to each Insurance Deficiency, until Sellers certify to Buyer in writing that such Insurance Deficiency has been cured, Sellers shall indemnify and hold harmless each Buyer Group
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Member against all Indemnifiable Losses arising out of such Insurance Deficiency without reference to any of the monetary limitations or time limitations set forth in Schedule 9.
6.7 [Intentionally Omitted]
6.8 [Intentionally Omitted].
6.9 Sellers’ Covenant. Sellers covenant and agree with Buyer as follows, it being understood and agreed that each of the following covenants and agreements shall survive all Closings:
(a) Notice to Obligors. Sellers shall cooperate with Buyer in notifying the Obligors under the Purchased Portfolio Assets of the assignment of such Purchased Portfolio Assets from Sellers to Buyer, provided, however, that such notification shall not apply in those instances when a Required Consent is to be obtained prior to the sale of any Specified Portfolio Asset to Buyer. Such notification shall be by letter in substantially the form attached hereto as Exhibit G or as may otherwise be mutually agreed upon by the applicable Seller and Buyer.
(b) Closing Date Data Tape. After the Initial Closing (but in no event later than July 31, 2004), Sellers shall deliver to Buyer the Closing Date Data Tape. All of the Portfolio Information and other data to be set forth in the Closing Date Data Tape shall be true, correct, complete and accurate in all respects as of 11:59 p.m. PDT on May 31, 2004; provided, however, the parties acknowledge that the Closing Date Data Tape will include certain interests that are subject to the Option Agreement.
6.10 Buyer’s Covenant. Buyer covenants and agrees with Sellers as follows, it being understood that each of the following covenants shall survive the Closing:
(a) [Intentionally Omitted].
(b) [Intentionally Omitted].
(c) [Intentionally Omitted].
(d) Separate Portfolio. Buyer shall use commercially reasonable efforts to maintain its assets and liabilities in such a manner that it is not costly or difficult to ascertain or otherwise identify the CFS Portfolio and any and all liabilities associated with the CFS Portfolio from Buyer’s other assets and liabilities. Buyer shall maintain separate CFS Portfolio Records with respect to the CFS Portfolio and such CFS Portfolio Records shall be used by Buyer in the preparation of the Applicable NAV Statements, the Gain/Loss Statements and the reports described in Schedule 1.9(a)(iv).
(e) [Intentionally Omitted].
(f) Audit and Access Rights.
(i) Buyer acknowledges that, in addition to their rights (and the matters) described in Section 1.9(a)(v), Sellers shall have the right to perform periodic
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audits (not to exceed one (1) in any calendar year) and examinations with respect to the CFS Portfolio and the CFS Portfolio Records, for purposes of verifying compliance with the covenants made in Section 1.9 and Schedule 10, and Buyer agrees that in connection with such audits and examinations upon reasonable (but no less than five (5) Business Days’) prior notice to Buyer, any Seller or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the CFS Portfolio Records and any and all other information relating to the CFS Portfolio in the possession or under the control of Buyer and/or its Affiliates. Buyer also shall make available to Sellers a knowledgeable financial, accounting and/or portfolio management officer, as reasonably requested by Sellers, for the purpose of answering questions in respect of the CFS Portfolio, or any applicable part thereof. Sellers shall pay all out-of-pocket costs and expenses incurred by Sellers in connection with Sellers’ activities pursuant to this Section 6.10(f) (“Audit Costs”).
(ii) Buyer further acknowledges and agrees that (A) Buyer shall reasonably cooperate with Sellers to enable Sellers to meet and confer with Buyer’s Accountants in connection with the report described in Section 1.9(a)(v) above, and (B) in connection with any such meeting, Buyer shall reasonably cooperate with Sellers to enable Sellers to be permitted to review Buyer’s Accountants’ work papers used to prepare the report identified in Section 1.9(a)(v)).
(g) CFS Portfolio Administration; Modification of Assets. Buyer shall administer, manage and otherwise conduct its operations with respect to the CFS Portfolio in substantially the same manner as Buyer administers, manages and conducts its operations with respect to similar assets (e.g., loans, leases and other similar types of financing assets (and the property encumbered thereby or subject thereto)) owned or serviced by Buyer that are not part of the CFS Portfolio.
(h) Payments Received by Buyer – Excluded Assets. All amounts received by Buyer with respect to any of the Excluded Assets (including with respect to the Zero Balance Financing and Lease Assets and related Portfolio Property), shall be forwarded by Buyer to Boeing Capital, on behalf of the applicable Seller, within a reasonable time, provided, however, that payments received by Buyer with respect to any Serviced Asset shall be handled in accordance with the terms of the Servicing Agreement. All amounts received by Sellers with respect to any of the Assets on or after the Closing Date on which such Asset was sold to Buyer shall be forwarded by Sellers to Buyer within a reasonable time, provided, however, that payments received by Sellers with respect to any Asset subject to Transition Services Agreement pursuant to the Transition Services Agreement shall be handled in accordance therewith.
(i) [Intentionally Omitted].
(j) [Intentionally Omitted].
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CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER
7.1 Conditions to the Initial Closing. The obligations of Buyer to consummate the Initial Closing shall, at the option of Buyer, be subject to the satisfaction or written waiver in whole or in part, on or prior to the Initial Closing Date, of the following conditions:
(a) No Misrepresentation or Breach of Covenants and Warranties. The representations and warranties of Sellers made in this Agreement and the Seller Transaction Documents shall be true and correct: (i) in all material respects (other than such representations and warranties which are qualified by materiality, Material Adverse Effect or material adverse effect which shall be true and correct in all respects) as of the date hereof; and (ii) on and as of the Initial Closing Date, as though made on such date, (A) except for those representations and warranties which refer to facts existing at a specific date, and (B) except to the extent any breaches of such representations and warranties would not in the aggregate have a Material Adverse Effect or a material adverse effect on the transactions contemplated hereby. Sellers shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Sellers on or before the Initial Closing Date; there shall not have been any Material Adverse Effect from the date hereof to the Initial Closing Date; and Sellers shall have delivered to Buyer a certificate dated the Initial Closing Date and signed by an authorized representative of each Seller confirming each of the foregoing.
(b) Necessary Governmental Approvals. All approvals and actions of or by all Governmental Authorities which are necessary to consummate the transactions contemplated by the Initial Closing shall have been obtained or taken place (other than any such approvals and actions which are contemplated by Section 7.3(b) for less than all of the Assets to be transferred at the Initial Closing).
(c) Deliveries by Sellers. Sellers shall have delivered to Buyer at the Initial Closing all the items specified to be delivered by Sellers in Section 2.3(a).
(d) No Injunction. There shall not be in effect on the Initial Closing Date any Court Order restraining or enjoining the carrying out of this Agreement or the consummation of the transactions contemplated by the Initial Closing.
7.2 Conditions to each Subsequent Closing. The obligations of Buyer to consummate each Subsequent Closing shall, at the option of Buyer, be subject to the satisfaction or written waiver in whole or in part, on or prior to such the date of such Subsequent Closing, of the following conditions:
(a) No Misrepresentation or Breach of Certain Covenants and Warranties. The representations and warranties of Sellers set forth in Sections 3.1(a), 3.1(b), 3.1(d), 3.1(e)(iii), 3.1(j), 3.1(m), 3.1(r), 3.2, 3.3(a), 3.3(b), 3.3(c), 3.3(d) and 3.3(e)shall be true and correct on and as of the date of such Subsequent Closing, as though made on such date, (i) except for those representations and warranties which refer to facts existing at a specific date, (ii) except to the extent any breaches of such representations and warranties would not in the aggregate
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have a Material Adverse Effect or a material adverse effect on the transactions contemplated hereby, (iii) except to the extent any such representations and warranties relate to or are made for any Assets not transferred on the date of such Subsequent Closing and (iv) except to the extent any such representations and warranties relate to or are made with respect to any Sellers not transferring Assets on the date of such Subsequent Closing. Sellers shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Sellers on or before the date of such Subsequent Closing; there shall not have been any Material Adverse Effect from the date of the immediately prior Closing Date to the date of such Subsequent Closing; and Sellers shall have delivered to Buyer a certificate dated the date of such Subsequent Closing and signed by an authorized representative of each Seller confirming each of the foregoing.
(b) Necessary Governmental Approvals. All approvals and actions of or by all Governmental Authorities which are necessary to consummate the transactions contemplated by such Subsequent Closing shall have been obtained or taken place (other than any such approvals and actions which are contemplated by Section 7.3(b) for less than all of the Assets to be transferred at such Subsequent Closing).
(c) Deliveries by Sellers. Sellers shall have delivered to Buyer at such Subsequent Closing all the items specified to be delivered by Sellers in Section 2.3(b).
(d) No Injunction. There shall not be in effect on the Closing Date any Court Order restraining or enjoining the carrying out of this Agreement or the consummation of the transactions contemplated by such Subsequent Closing.
7.3 Conditions to Transfer of each Asset. The obligations of Buyer to consummate the purchase of any particular Asset at any Closing shall, at the option of Buyer, be subject to the satisfaction or written waiver in whole or in part, on or prior to the date of such Closing, of the following conditions:
(a) All Required Consents for that particular Asset shall have been obtained; and
(b) All approvals and actions of or by all Governmental Authorities which are necessary for Buyer’s consummation of the purchase of that particular Asset shall have been obtained or taken place.
Notwithstanding the failure of any one or more of the foregoing conditions in this Section 7, Buyer may proceed with a Closing without satisfaction, in whole or in part, of any one or more of such conditions with written waiver of such conditions.
7.4 Conditions Relating to Material Adverse Effect.
(a) To the extent that at or prior to any Closing Sellers deliver to Buyer a written notice (a “Post-Signing MAE Notice”) specifying in reasonable detail either (i) a Material Adverse Effect or (ii) breach of a representation or warranty of Sellers as of such Closing having a Material Adverse Effect or material adverse effect on the transactions contemplated hereby, and which Material Adverse Effect described in clause (i) or breach described in clause (ii) did
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not exist or occur on or before the date of this Agreement, and Buyer nevertheless proceeds with such Closing following receipt of such notice, Buyer shall be deemed to have waived for all purposes any rights or remedies it may have against Sellers (including any rights or remedies under Section 9.1) by reason of the occurrence of such events to the extent described in such Post-Signing MAE Notice.
(b) To the extent that at or prior to any Closing Sellers deliver to Buyer a written notice specifying in reasonable detail either (i) a Material Adverse Effect or (ii) breach of a representation or warranty of Sellers as of such Closing having a Material Adverse Effect or material adverse effect on the transactions contemplated hereby, and which Material Adverse Effect described in clause (i) or breach described in clause (ii) existed or occurred on or before the date of this Agreement, Sellers shall have a period of ninety (90) days from delivery of such notice to cure such Material Adverse Effect or breach to the extent such Material Adverse Effect or breach is curable. Notwithstanding anything to the contrary herein, during such 90-day cure period, Sellers shall have no obligation to enter into any Closing.
CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLERS
8.1 Conditions to the Initial Closing. The obligations of Sellers to consummate the Initial Closing shall, at the option of Sellers, be subject to the satisfaction or written waiver in whole or in part, on or prior to the Initial Closing Date, of the following conditions:
(a) No Misrepresentation or Breach of Covenants and Warranties. The representations and warranties of Buyer made in this Agreement and the Buyer Transaction Documents shall be true and correct: (i) in all material respects (other than such representations and warranties which are qualified by materiality, Material Adverse Effect or material adverse effect which shall be true and correct in all respects) as of the date hereof; and (ii) on and as of the Initial Closing Date, as though made on such date, (A) except for those representations and warranties which refer to facts existing at a specific date and (C) except to the extent any breaches of such representations and warranties of Buyer would not in the aggregate have a material adverse effect on the transactions contemplated hereby. Buyer shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Buyer on or before the Initial Closing Date; and Buyer shall have delivered to Sellers a certificate dated the Initial Closing Date and signed by an authorized representative of Buyer confirming the foregoing.
(b) Necessary Governmental Approvals. All approvals and actions of or by all Governmental Authorities which are necessary to consummate the transactions contemplated by the Initial Closing shall have been obtained or taken place (other than any such approvals and actions which are contemplated by Section 8.3(b) for less than all of the Assets to be transferred at the Initial Closing).
(c) Payment of Purchase Price. Buyer shall have paid to Sellers the portion of the Base Purchase Price for the Assets to be transferred at the Initial Closing and the Purchase Premium, in each case, as required to be paid pursuant to Section 1.3.
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(d) Delivery by Buyer. Buyer shall have delivered to Sellers at the Initial Closing all the items specified to be delivered by Buyer in Section 2.2(a).
(e) No Injunction. There shall not be in effect on the Initial Closing Date any Court Order restraining or enjoining the carrying out of this Agreement or the consummation of the transactions contemplated by this Agreement.
8.2 Conditions to each Subsequent Closing. The obligations of Sellers to consummate each Subsequent Closing shall, at the option of Sellers, be subject to the satisfaction or written waiver in whole or in part, on or prior to such the date of such Subsequent Closing, of the following conditions:
(a) No Misrepresentation or Breach of Certain Covenants and Warranties. The representations and warranties of Buyer set forth in Sections 4.1, 4.2, 4.3, 4.4, 4.5, 4.6 and 4.7 shall be true and correct on and as of the date of such Subsequent Closing, as though made on such date, (i) except for those representations and warranties which refer to facts existing at a specific date and (ii) except to the extent any breaches of such representations and warranties would not in the aggregate have a material adverse effect on the transactions contemplated hereby. Buyer shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Buyer on or before the date of such Subsequent Closing; and Buyer shall have delivered to Sellers a certificate dated the date of such Subsequent Closing and signed by an authorized representative of Buyer confirming the foregoing.
(b) Necessary Governmental Approvals. All approvals and actions of or by all Governmental Authorities which are necessary to consummate the transactions contemplated by such Subsequent Closing shall have been obtained or taken place (other than any such approvals and actions which are contemplated by Section 8.3(b) for less than all of the Assets to be transferred at such Subsequent Closing).
(c) Payment of Purchase Price. Buyer shall have paid to Sellers the portion of the Base Purchase Price for the Assets to be transferred at such Subsequent Closing that is required to be paid pursuant to Section 1.3.
(d) Deliveries by Buyer. Buyer shall have delivered to Buyer at such Subsequent Closing all the items specified to be delivered by Sellers in Section 2.2(b).
(e) No Injunction. There shall not be in effect on the date of such Subsequent Closing any Court Order restraining or enjoining the carrying out of this Agreement or the consummation of the transactions contemplated to occur at such Subsequent Closing.
8.3 Conditions to Transfer of Each Asset. The obligations of Sellers to consummate the sale of any particular Asset at any Closing shall, at the option of Sellers, be subject to the satisfaction or written waiver in whole or in part, on or prior to the date of such Closing, of the following conditions:
(a) All Required Consents for that particular Asset shall have been obtained.
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(b) All approvals and actions of or by all Governmental Authorities which are necessary for Sellers’ consummation of the sale of that particular Asset shall have been obtained or taken place.
INDEMNIFICATION
Sellers and Buyer hereby agree to the covenants and agreements set forth on Schedule 9 hereto. Reference in this Agreement or in any of the Schedules or Exhibits hereto to any of Sections 9.1 through 9.8 shall be deemed to be references to the corresponding Sections of Schedule 9 hereto. Reference in this Agreement or in any of the Schedules or Exhibits hereto to Section 9 shall be deemed to be references to Schedule 9 hereto.
SPECIAL WARRANTY
Sellers and Buyer hereby agree to the covenants and agreements set forth on Schedule 10 hereto. Reference in this Agreement or in any of the Schedules or Exhibits hereto to any of Sections 10.1 through 10.4 shall be deemed to be references to the corresponding Sections of Schedule 10 hereto. Reference in this Agreement or in any of the Schedules or Exhibits hereto to Section 10 shall be deemed to be references to Schedule 10 hereto.
TERMINATION
11.1 Termination.
(a) Notwithstanding anything contrary in this Agreement, this Agreement may be terminated at any time prior to the Initial Closing Date:
(i) by Sellers, by giving notice to Buyer on or after ninety (90) days after the date of this Agreement, if any of the conditions set forth in Section 8.1 is not satisfied or waived by such date, unless such satisfaction has been frustrated or made impossible by any act or failure to act by Sellers;
(ii) by Buyer, by giving notice to Sellers on or after ninety (90) days after the date of this Agreement, if any of the conditions set forth in Section 7.1 is not satisfied or waived by such date, unless such satisfaction has been frustrated or made impossible by any act or failure to act by Buyer;
(iii) by Sellers by giving notice to Buyer at any time, if Buyer has breached any material representation, warranty, covenant or agreement contained in this Agreement (except to the extent any breaches of such representations and warranties would not in the aggregate have a Material Adverse Effect or a material adverse effect on Buyer’s ability to perform its obligations hereunder or under the Buyer Transaction Documents) and such breach has not been cured within thirty (30) calendar days after Sellers’ notice to Buyer of such breach (“Sellers’ Breach Notice”) or, if cure is not
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possible within thirty (30) calendar days, if cure has not been commenced and is not being diligently pursued within thirty (30) calendar days after Sellers’ Breach Notice;
(iv) by Buyer, by giving notice to Sellers at any time, if Sellers have breached any material representation, warranty, covenant or agreement contained in this Agreement (except to the extent any breaches of such representations and warranties would not in the aggregate have a Material Adverse Effect or a material adverse effect on the transactions contemplated hereby) and such breach has not been cured within thirty (30) calendar days after Buyer’s notice to Sellers of such breach (“Buyer’s Breach Notice”) or, if cure is not possible within thirty (30) calendar days, if cure has not been commenced and is not being diligently pursued within thirty (30) calendar days after Buyer’s Breach Notice;
(v) by Buyer, by giving notice to Sellers within ten (10) Business Days of receipt of a Post-Signing MAE Notice from Sellers; or
(vi) by mutual written agreement of Sellers and Buyer.
(b) In the event of termination of this Agreement pursuant to Section 11.1(a) above:
(i) Each party shall return to the other party or destroy all documents concerning confidential information of the other party (and, upon request, certify as to the return or destruction thereof);
(ii) No party shall have any liability or further obligation to the other party hereunder, except for obligations of confidentiality and non-use with respect to the other party’s confidential information, which shall survive the termination of this Agreement and no party shall be entitled to any monetary damages or injunctive relief (including specific performance) as a result of such termination, or any indemnification under Section 9 or 10, except as permitted in Section 11.1(b)(iv);
(iii) The provisions of Sections 5.5, 11.1(b), 12.2, 12.3, 12.4, 12.6, 12.7, 12.10, 12.13, 12.14, 12.15 and 12.21 hereof shall remain in full force and effect; and
(iv) In no event shall any termination of this Agreement limit or restrict the rights and remedies of any party hereto against any other party which has knowingly, willfully or intentionally breached any of the agreements or other provisions of this Agreement prior to termination thereof.
GENERAL PROVISIONS
12.1 Survival of Covenants, Representations and Warranties. No covenant or agreement contained herein to be performed prior to a Closing Date shall survive that Closing Date unless otherwise expressly agreed by the parties and any covenant and agreement to be performed after that Closing Date shall survive the Closing occurring on that Closing Date until
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the expiration of the applicable statute of limitations, except as otherwise provided herein. Each representation and warranty contained herein and in the Seller Transaction Documents shall survive the Initial Closing until, and will expire and be of no force and effect, on the conclusion of the applicable time periods specified in, and otherwise in accordance with, Schedule 9. THEREAFTER, THE PARTIES HERETO SHALL, BY VIRTUE HEREOF, BE RELEASED FROM ANY LIABILITY WHATSOEVER UNDER THIS AGREEMENT, INCLUDING ANY INDEMNIFICATION OBLIGATION UNDER SCHEDULE 9, WITH RESPECT TO ANY SUCH REPRESENTATION OR WARRANTY.
12.2 No Public Announcement. From the date of this Agreement, neither Buyer nor Sellers shall, without the written approval of the other (such approval not to be unreasonably withheld or delayed), make any press release or other public announcement concerning the transactions contemplated by this Agreement, except as and to the extent that any such party shall be so obligated by applicable Requirements of Law, in which case such party shall use reasonable efforts to coordinate with the other party with respect to the timing, form and content of such release or announcement and the parties shall use their reasonable efforts to cause a mutually agreeable release or announcement to be issued; provided, however, that the foregoing shall not preclude communications or disclosures necessary to implement the provisions of this Agreement or with respect to the reporting and list maintenance provisions of Temp. Treas. Reg. § 1.6011-4 and Treas. Reg. § 301.6112-1, any successor thereto and any comparable provision of state or local tax Law.
12.3 Notices. All notices or other communications required or permitted hereunder shall be in writing and shall be deemed given or delivered (a) when delivered personally against written receipt, (b) if sent by registered or certified mail, return receipt requested, postage prepaid, when received, (c) when received by facsimile transmission if confirmed by the other means described in clause (a), or (b), and (d) when delivered by a nationally recognized overnight courier service, prepaid, and shall be addressed as follows:
If to Sellers, to:
Boeing Capital Corporation
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇
▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Chief Financial Officer
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to:
Sheppard, Mullin, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP
▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq.
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
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If to Parent, to:
The Boeing Company
Corporate Headquarters
M/C 5003-1001
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: Corporate Secretary
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to:
Sheppard, Mullin, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP
▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq.
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
If to Buyer, to:
GE Commercial Finance
▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Senior Strategic Transactions Counsel
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to:
▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esq.
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
or to such other address as such party may indicate by a written notice delivered to the other parties hereto.
12.4 Successors and Assigns. The rights of a party under this Agreement shall not be assignable by such party without the written consent of the other parties hereto, provided that (i) Buyer may designate any one or more of its Affiliates to take title to and/or accept assignment or transfer of any one or more Specified Portfolio Assets from Sellers, (ii) Buyer may assign its rights hereunder to one or more of its Affiliates and (iii) Buyer may assign its rights hereunder to any Person in connection with any securitization or assignment of the Financing and Lease Assets. Notwithstanding the foregoing, no assignment otherwise permitted hereunder shall, without the written consent of Sellers, relieve Buyer from any of its Liabilities hereunder. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their successors and permitted assigns. Nothing in this Agreement, expressed or implied, is intended or shall be construed to confer upon any Person, other than the parties and successors and assigns
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permitted by this Section 12.4, and the Indemnified Parties under Schedule 9, any right, remedy or claim under or by reason of this Agreement.
12.5 Records after Closing.
(a) Access. During the period from the Initial Closing Date until three years following the last to occur of the Termination Date of the last remaining CFS Portfolio Financing and Lease Asset or the sale or disposition of the last remaining Equity Asset or the dissolution or expiration of the term (or similar event) of the entity in which the last remaining Equity Asset represented an ownership interest, Sellers and their representatives shall have reasonable access to all of the books and records of the Business (including the Asset Files), to the extent that such access may reasonably be required by Sellers in connection with matters relating to or affected by the operations of the Business prior to the Initial Closing Date, including Excluded Liabilities and/or Excluded Assets, the preparation of Sellers’ financial reports or Tax returns, any Tax audits, the defense or prosecution of litigation (including arbitration or mediation), and any other reasonable need of Sellers to consult such books and records. Such access shall be afforded by Buyer upon receipt of reasonable advance notice and during normal business hours in a manner so as to not unreasonably interfere with the conduct of Buyer’s business. Sellers shall be exclusively responsible for any costs or expenses incurred by it pursuant to this Section 12.5(a). If any such books or records, Asset Files, or any other documents relating to the Business prior to the Initial Closing Date which Sellers have the right to have access to pursuant to this Section 12.5(a) are produced by Buyer to an actual or potentially adverse party (e.g., in litigation or in connection with a government investigation), Buyer shall endeavor to, as soon as commercially reasonable, make all such books, records, Asset Files, and/or documents produced available for inspection and copying by Sellers concurrently with the production of such books, records, Asset Files and/or documents. In addition, if Buyer shall desire to dispose of any of such books or records prior to the expiration of the period specified in the first sentence of this Section 12.5(a), Buyer shall, prior to such disposition, give Sellers a reasonable opportunity, at Sellers’ expense, to segregate and remove such books, records and Asset Files as Sellers may select. Buyer shall provide Sellers with reasonable assistance, at Sellers’ actual expense, by providing employees to act as witnesses and preparing documents, reports and other information reasonably requested by Sellers in support of the activities described in this Section 12.5(a). In no event shall Buyer dispose of any such books, records or Asset Files pertaining to the Serviced Assets without the prior written consent of Sellers not to be unreasonably withheld.
(b) Retention. Buyer agrees that, subject to any confidentiality obligations applicable to Sellers, Sellers may retain (i) copies of all materials made available to Buyer in the course of its investigation of the Business, together with a copy of all documents referred to in such materials, (ii) all books and records prepared in connection with the transactions contemplated by this Agreement, including bids received from others and information relating to such bids, (iii) copies of any books and records which may be relevant in connection with the defense of (A) the matters referred to in Section 9 or (B) disputes or proceedings arising under the transactions contemplated by this Agreement, with Governmental Authorities or with other third Persons, (iv) all financial information and all other accounting books and records prepared or used in connection with the preparation of financial statements of Sellers, (v) copies of any Assigned Contracts or records, and (vi) originals of all Asset Files relating to the Serviced Assets.
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(c) Tax Audits. Subject to the provisions of Section 9.4(c), Buyer and Sellers shall provide reasonable assistance to each other with any tax audits or other administrative or judicial proceedings involving the Business at no cost to the other. Neither party shall, without the prior written consent of the other, unless required by applicable Law, initiate any contact or voluntarily enter into any agreement with, or volunteer any information to, any taxing authorities with regard to Tax Returns or declarations of the other party. A change by either party in the method of tax reporting or the contents of Tax Returns shall not be considered a voluntary disclosure of information regarding Tax Returns or declarations of the other party.
(d) Tax Return Information. Buyer and Sellers shall furnish, at no cost to the other, such data in their possession and control relating to the Assets as the other party may reasonably require to prepare Tax Returns. Such data shall be made available to support the Allocation Schedule; provided, however, that if additional data in their possession and control is reasonably required by Sellers or Buyer for preparation of Tax Returns or tax examinations, such additional information (including reproduction of tax assessments and records) shall be furnished, at no cost within a reasonable time after requested in writing.
12.6 Entire Agreement. This Agreement, the Schedules and the Exhibits referred to herein and the documents delivered pursuant hereto and the Confidentiality Agreement contain the entire understanding of the parties hereto with regard to the subject matter contained herein or therein, and supersede all other prior agreements, understandings, term sheets, heads of terms or letters of intent between or among any of the parties hereto. No provision contained in any conveyancing document delivered pursuant to this Agreement shall affect in any manner whatsoever any of the indemnification provisions contained herein.
12.7 Interpretation.
(a) Titles and headings to sections and subsections herein are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.
(b) The Schedules referred to herein shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein. Neither the specification of any dollar amount in any representation or warranty contained in this Agreement nor the inclusion of any specific item in any Schedule hereto is intended to vary the definition of “Material Adverse Effect” or to imply that such amount, or higher or lower amounts, or the item so included or other items, are or are not material, and no party shall use the fact of the setting forth of any such amount or the inclusion of any such item in any dispute or controversy between the parties as to whether any obligation, item or matter not described herein or included in any Schedule is or is not material for purposes of this Agreement. Unless this Agreement specifically provides otherwise, neither the specification of any item or matter in any representation or warranty contained in this Agreement nor the inclusion of any specific item in any Schedule hereto is intended to imply that such item or matter, or other items or matters, are or are not in the ordinary course of business, and no party shall use the fact of the setting forth or the inclusion of any such item or matter in any dispute or controversy between the parties as to whether any obligation, item or matter not described herein or included in any Schedule is or is not in the ordinary course of business for purposes of this Agreement. Sellers shall, no later than
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two (2) Business Days prior to any Closing, by notice in accordance with the terms of this Agreement, supplement, amend or create any Schedule to Section 3, in order to add information or correct previously supplied information. No such amendment shall be evidence, in and of itself, that the representations and warranties in the corresponding Section are no longer true and correct in all material respects. It is specifically agreed that such Schedules may be amended to add immaterial, as well as material, items thereto. No such supplemental, amended or additional Schedule shall be deemed to cure any breach or affect the rights of any party with respect thereto for purposes of Sections 7.1, 7.2 or 9.1(a).
(c) For the purposes of this Agreement, (i) words in the singular shall be held to include the plural and vice versa and words of one gender shall be held to include the other gender as the context requires, (ii) the terms “hereof”, “herein” and “herewith” and words of similar import shall be construed to refer to this Agreement in its entirety and to all of the Schedules and not to any particular provision, unless otherwise stated, and (iii) the term “including” shall mean “including without limitation.” Where the plural version of the word “Sellers” has been used in this Agreement, if an obligation under this Agreement is not applicable to a particular Seller, such Seller shall not be required to satisfy those obligations.
(d) This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing any instrument to be drafted.
12.8 Amendments and Waivers. This Agreement may be amended, superseded, canceled, renewed or extended, and the terms hereof may be waived, only by a written instrument signed by each of the parties or, in the case of a waiver, by the party waiving compliance. Any such waiver, including any waiver of this Section 12.8, shall be validly and sufficiently authorized for the purposes of this Agreement if, as to any party, it is authorized in writing by an authorized representative of such party. The failure of any party hereto to enforce at any time any provision of this Agreement shall not be construed to be a waiver of such provision, nor in any way to affect the validity of this Agreement or any part hereof or the right of any party thereafter to enforce each and every such provision. No waiver of any breach of this Agreement shall be held to constitute a waiver of any other or subsequent breach.
12.9 No Agency, Joint Venture or Partnership. Buyer and Sellers each agree and confirm that (a) they do not intend to create any form of partnership or joint venture with the other party hereto with respect to any of the Assets, (b) they will not hold themselves out to the public as a partner with the other party hereto or any other person with respect to any of the Assets, (c) they do not have, or intend to form, a joint profit motive with the other party hereto or any other person with respect to any of the Assets, (d) they are not authorized to act as, or to hold themselves out as, the agent of or to otherwise bind the other party hereto with respect to any of the Assets, (e) unless otherwise required by the Internal Revenue Service or like governmental authority with jurisdiction over income tax matters, they will not file any partnership or other joint income tax return reflecting the other party as a partner or joint venturer with respect to items of income, loss, deduction, or credit attributable to any of the Assets, and (f) they will report all items of income, loss, deduction and credit attributable to Assets on their own tax returns in a manner consistent with the terms of this Agreement. Sellers further agree and acknowledge that Buyer (w) intends to, and will, exercise its rights and carry out its obligations
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with respect to its interest in the Assets solely with a view to further its own best interests, (x) except as expressly provided herein, has not waived, and does not intend to waive, either (i) their right to encumber, alienate, mortgage, and otherwise control its interest in each of the Assets or (ii) its right to partition each of the Assets, (y) is not, and will not be deemed to be, under the control of the Sellers with respect to any of the Assets, and (z) will conduct any and all business with respect to the Assets in its own name and not in a joint name or in the name of the Sellers.
12.10 Expenses. Each party hereto will pay all costs and expenses incident to its negotiation and preparation of this Agreement and to its performance and compliance with all agreements and conditions contained herein on its part to be performed or complied with, including the fees, expenses and disbursements of its counsel, accountants, advisors and consultants.
12.11 Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such a manner as to be effective and valid under applicable Law. In case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision or provisions shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.
12.12 Execution in Counterparts; Facsimile. This Agreement may be executed in two or more counterparts and via facsimile, each of which shall be considered an original instrument, but all of which shall be considered one and the same agreement, and shall become binding when one or more counterparts have been signed by each of the parties hereto and delivered to Sellers and Buyer.
12.13 Governing Law. This Agreement and all Disputes or controversies arising hereunder or with respect to the transactions contemplated hereby shall be governed by and construed in accordance with the Laws of the State of New York (excluding principles of conflicts of law that would apply the law of another jurisdiction).
12.14 Jurisdiction. The parties hereby agree that any action, suit, arbitration or other proceeding arising out of or related to this Agreement shall be conducted only in New York, New York. Without limiting Section 12.21, each party hereby irrevocably consents and submits to the exclusive personal jurisdiction of and venue in the federal and state courts located in New York, New York and waives any claim as to such venue being an inconvenient forum.
12.15 Attorneys’ Fees. If any action, suit, arbitration or other proceeding for the enforcement of this Agreement is brought, or because of an alleged dispute, breach, default or misrepresentation in connection with any of the provisions hereof, the successful or prevailing party shall be entitled to recover reasonable attorneys’ fees and other costs incurred in that proceeding, in addition to any other relief to which it may be entitled.
12.16 Time of Essence. Time is of the essence for each and every provision of this Agreement.
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12.17 Disclaimer of Warranties. Sellers make no representations or warranties with respect to any projections, forecasts or forward-looking information provided to Buyer. There is no assurance that any projected or forecasted results will be achieved. EXCEPT AS TO THOSE MATTERS EXPRESSLY COVERED BY THE REPRESENTATIONS AND WARRANTIES IN THIS AGREEMENT, DOCUMENTS, DELIVERIES OR CERTIFICATIONS REQUIRED TO BE DELIVERED HEREBY ON OR AFTER THE INITIAL CLOSING DATE AND THE SELLER TRANSACTION DOCUMENTS, SELLERS ARE SELLING THE ASSETS AND THE BUSINESS OF SELLERS AND ASSIGNING THE ASSUMED LIABILITIES ON AN “AS IS, WHERE IS” BASIS AND SELLERS DISCLAIM ALL OTHER WARRANTIES, REPRESENTATIONS AND GUARANTIES WHETHER EXPRESS OR IMPLIED. SELLERS MAKE NO REPRESENTATION OR WARRANTY AS TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AND NO IMPLIED WARRANTIES WHATSOEVER. Without limiting the generality of the foregoing, Buyer agrees to take title to the Assets Held for Sale or Lease and the On-Lease Equipment “AS IS” “WHERE IS” in their current conditions and state of repair, subject to reasonable use, wear and tear and natural deterioration between the date hereof and the Closing Date on which such asset is purchased by Buyer.
12.18 References to U.S. Dollars. All references in this Agreement to amounts of money expressed in dollars are references to United States dollars, unless otherwise indicated.
12.19 Further Assurances.
(a) At and after each applicable Closing Date, and without further consideration therefore, (i) Sellers shall execute and deliver to Buyer such further instruments and certificates of conveyance and transfer as Buyer may reasonably request in order to more effectively convey and transfer the Assets purchased by Buyer on each Closing Date and to put Buyer in operational control of the Business, or for aiding, assisting, collecting and reducing to possession any of the Assets purchased by Buyer on each Closing Date and exercising Buyer’s rights with respect thereto, and (ii) Buyer shall execute, or shall arrange the execution of, and deliver to Sellers such further instruments and certificates of assumption, novation and release as Sellers may reasonably request in order to effectively make Buyer responsible for all Assumed Liabilities and release Sellers and its Affiliates therefrom to the fullest extent permitted under applicable Law.
(b) In addition, Buyer and Sellers shall cooperate to ensure prompt conveyance by (i) Sellers to Buyer of any Asset not conveyed to Buyer at any applicable Closing, subject to the provisions of Section 5.2(d) and (ii) Buyer to Sellers of any asset conveyed to Buyer at any Closing that is not an Asset.
12.20 No Rescission. Neither Buyer nor Sellers shall be entitled to rescind the purchase of the Business and the Assets by Buyer by virtue of any failure of any party’s representations and warranties herein to have been true or any failure by any party to perform its obligations hereunder.
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12.21 Dispute Resolution — Generally. Except with regard to disputes regarding the matters described in Sections 1.4, 1.6 and 1.10(a) and Tax Contests, which shall be resolved in accordance with the respective terms provided elsewhere in this Agreement, resolution of any and all disputes arising from or in connection with this Agreement, whether based on contract, tort, or otherwise (collectively, “Disputes”), shall be exclusively governed by and settled in accordance with the provisions of this Section 12.21; provided, however, that this Section 12.21 shall not preclude any party from seeking injunctive or other equitable relief in a court of competent jurisdiction. The parties hereto shall use all commercially reasonable efforts to settle all Disputes without resorting to mediation, arbitration or otherwise. The party asserting a Dispute shall deliver to the other party a written notice setting forth the basis for the issue in detail, and identifying the section of this Agreement (the “Dispute Notice”). Within ten (10) Business Days of receipt of a Dispute Notice, the issue shall be elevated to a designated panel of four individuals, two representatives from each party (one who shall be a business representative, and the other who shall be a technical or accounting representative, as appropriate). Such representatives shall be empowered and authorized to bind their respective companies with respect to the matter in dispute, and to settle the issue on behalf of their respective companies. These representatives shall, within thirty (30) Business Days of receipt of the Dispute Notice, confer and in good faith make a reasonable effort to resolve the issue. If any Dispute remains unsettled, a party hereto may commence proceedings hereunder by delivering a written notice from a Senior Vice President or comparable representative of such party (the “Demand”) to the other parties providing reasonable description of the Dispute to the others and expressly requesting arbitration hereunder. Such Dispute shall be submitted to arbitration under the terms hereof, which arbitration shall be final, conclusive and binding upon the parties, their successors and assigns. The arbitration shall be conducted by three neutral arbitrators acting by majority vote (the “Panel”) selected by agreement of the parties not later than ten (10) Business Days after delivery of the Demand or, failing such agreement, appointed from the New York statewide panel of full-time neutral arbitrators of the American Arbitration Association, and pursuant to the commercial arbitration rules of the American Arbitration Association (including the supplementary procedures for large complex disputes), as amended from time to time (the “AAA Rules”), applying the governing law as set forth in Section 12.13. If an arbitrator so selected becomes unable to serve, his or her successors shall be similarly selected or appointed. The arbitration shall be conducted pursuant to the Federal Arbitration Act and such procedures as the parties subject to such arbitration (each, a “Party”) may agree, or, in the absence of or failing such agreement, pursuant to the AAA Rules. The Panel shall have case management authority and shall resolve the Dispute in final within one hundred eighty (180) days from the commencement of the arbitration. Notwithstanding the foregoing: (a) each Party shall have the right to audit the books and records of the other Party that are reasonably related to the Dispute; (b) each Party shall provide to the other, reasonably in advance of any hearing, copies of all documents which a Party intends to present in such hearing; (c) each Party shall be allowed to conduct reasonable discovery through written document requests and depositions, the nature and extent of which discovery shall be determined by the Parties; provided, that if the Parties cannot agree on the terms of such discovery, the nature and extent thereof shall be determined by the Panel which shall take into account the needs of the Parties and the purposes of arbitration to make discovery expeditious and cost effective; and (d) each Party shall be entitled to make an oral presentation to the Panel. The award shall be in writing and shall specify the factual and legal basis for the award. Under no circumstances shall the Panel be entitled to award special,
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exemplary, punitive or consequential damages (including the loss of profit or revenue) except to the extent that any such damages are asserted by a third Person against a party hereto. The Panel shall apportion all costs and expenses of arbitration, including the Panel’s fees and expenses and fees and expenses of experts, between the prevailing and non-prevailing Party as the Panel deems fair and reasonable. The parties hereto agree that monetary damages may be inadequate and that any party by whom this Agreement is enforceable shall be entitled to seek specific performance of the arbitrators’ decision from a court of competent jurisdiction. Any arbitration award shall be binding and enforceable against the parties hereto and judgment may be entered thereon in any court of competent jurisdiction.
DEFINITIONS
13.1 Definitions. In this Agreement, the following terms have the meanings specified or referred to in this Section 13.1 and shall be equally applicable to both the singular and plural forms. Any agreement referred to below shall mean such agreement as amended, supplemented and modified from time to time to the extent permitted by the applicable provisions thereof and by this Agreement.
“4/30/04 NAV” means, with respect to each Specified Financing and Lease Asset and Equity Asset (other than interests subject to the Option Agreement), that amount set forth on Schedule 1.3 opposite such asset under the column entitled “4/30/04 NAV” and with respect to each Asset Held for Sale or Lease, that amount set forth with regard to such asset on Schedule 1.1(a)(i).
“AAA Rules” is defined in Section 12.21.
“Accounting Principles” means the accounting principles (including accounting methods, policies, practices and procedures) described in Exhibit A.
“Accrued Vacation” is defined in Section 6.2(e).
“Additional Retention Agreements” is defined in Section 3.1(d)(ii)(C).
“Adjusted Book Value of the Assets” means, as of any date, an amount equal to (x) the aggregate of, (i) the Applicable NAV of the Specified Financing and Lease Assets, including those equitably assigned to Buyer pursuant to Section 5.2(d), (ii) the Applicable NAV of the Equity Assets and (iii) the Applicable NAV of the Assets Held for Sale or Lease, minus (y) the aggregate Book Value of the Assumed Liabilities, in each case as determined in accordance with the Accounting Principles. The Adjusted Book Value of the Assets shall not include the Excluded Assets and the Excluded Liabilities.
“Affected Portfolio Property” means, in the context of determining Insurance Gain or Insurance Loss, Portfolio Property which relates to a CFS Portfolio Financing and Lease Asset that has suffered a casualty (whether total or partial).
“Affiliate” means, with respect to any Person, any other Person, which directly or indirectly controls, is controlled by or is under common control with such Person.
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“Agreement” means this Purchase and Sale Agreement, as amended, modified or supplemented from time to time, together with the Schedules and Exhibits attached hereto.
“Allocation Schedule” is defined in Section 1.4.
“Applicable Interest Rate” means the per annum rate equal to the rate announced by Citibank, N.A. in the city of New York as its base rate in effect on the Initial Closing Date.
“Applicable NAV” means as of any date of determination:
(i) with respect to any CFS Portfolio Financing and Lease Asset that qualifies on such date as a Finance Obligation the sum of the following amounts, as reflected on the general ledger as of such date: (A) all unpaid scheduled contractual payments under such Finance Obligation (whether or not due); plus (B) the Booked Residual Value, if any, of any Portfolio Property that is subject to or governed by such Finance Obligation; plus (C) any other amounts due and owing under such Finance Obligation, any Taxes, any amounts owed by the Obligor thereunder in respect of any claims for any breach or default by such Obligor under such Finance Obligation or any unpaid late charges, out-of-pocket costs or expenses (including collection costs), in each case attributable to, or incurred in connection with, such Finance Obligation; plus (D) after the Initial Closing Date, any unamortized amounts incurred in connection with the origination or acquisition of such Finance Obligation, including commissions, incentive compensation, expenses or bonuses, but not including any portion of the Purchase Premium; minus (E) the unearned finance charges, interest or other charges in the nature of finance charges related to such Finance Obligation; minus (F) any funds held as collateral or security for the Obligor’s performance under such Finance Obligation; and
(ii) with respect to any CFS Portfolio Financing and Lease Asset that qualifies on such date as an Operating Lease, the sum of the following amounts, as of such date: (A) the applicable Seller’s original cost of the Portfolio Property, subject to or governed by such Operating Lease; plus (B) all billed and unpaid scheduled contractual payments under such Operating Lease as of such date; minus (C) the accumulated depreciation attributed to such Operating Lease and any related Portfolio Property, as of such date; plus (D) after the Initial Closing Date, any unamortized amounts incurred in connection with the original or acquisition of such Operating Lease, including commissions, incentive compensation, expenses or bonuses, but not including any portion of the Purchase Premium; plus (E) any other amounts due and owing under such Operating Lease as of such date, including, any Taxes, any amounts owed by the Obligor thereunder in respect of any claims for any breach or default by such Obligor under such Operating Lease or any unpaid late charges, out-of-pocket costs or expenses (including collection costs) in each case attributable to, or incurred in connection with, such Operating Lease; minus (F) any funds held as of such date as collateral or security for the Obligor’s performance under such Operating Lease.
“Applicable NAV Statement” means a statement in form and substance reasonably satisfactory to Sellers prepared by Buyer with respect to the CFS Portfolio Financing and Lease Assets, Assets Held for Sale or Lease and Equity Assets (other than interests subject to the Option Agreement) specifying (a) for each CFS Portfolio Financing and Lease Asset and Equity Asset (other than interests subject to the Option Agreement) its Applicable NAV as of the
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relevant Determination Date and (b) for any applicable CFS Portfolio Financing and Lease, Assets Held for Sale or Lease or Equity Asset (other than interests subject to the Option Agreement) any change in its Applicable NAV from the date of Buyer’s previously delivered Applicable NAV Statement which change occurred as a result of Buyer reducing the Booked Residual Value of the Portfolio Property relating thereto.
“Assets” is defined in Section 1.1(a).
“Asset Files” means, collectively, all files in possession or control of Sellers (or as applicable under Section 3.2, the Investment Vehicles) or their Affiliates relating to the Portfolio Assets, including each of the Financing and Lease Assets and all Records with respect thereto, but in each case excluding any contents of such files that (i) contain proprietary or confidential information and originals of internal corporate records not related to the Business or (ii) are Tax Returns.
“Assets Held for Sale or Lease” means the Assets set forth on Schedule 1.1(a)(i).
“Assigned Contracts” is defined in Section 1.1(a)(iii).
“Assignment and Assumption Agreement” means a master assignment and assumption agreement substantially in the form of Exhibit B.
“Assumed Liabilities” is defined in Section 1.2(b).
“Audit Costs” is defined in Section 6.10(f).
“Balance Sheet “ is defined in Section 3.1(c).
“Base Purchase Price” means the aggregate of the payments made from Buyer to Sellers pursuant to Section 1.3 (including payments with respect to Deferred Assets) other than (i) the Purchase Premium and (ii) the interest being paid to the Sellers from Buyer pursuant to Section 1.3(a)(y)(b) thereof, provided that for avoidance of doubt interest payments received by Sellers shall not reduce the amount hereof.
“Benefit Plan” means each compensation or benefits plan, program or arrangement (including, but not limited to, those subject to ERISA, employment agreements, cash or equity-based bonus or incentive arrangements, severance arrangements and vacation policies) sponsored, maintained or contributed to or by Sellers for the benefit of any Business employee or former Business employee.
“▇▇▇▇ of Sale” means a ▇▇▇▇ of sale substantially in the form of Exhibit D.
“Boeing Capital” is defined in the Preamble of this Agreement.
“Book Value of Assumed Liabilities” means the book value of the Assumed Liabilities determined in accordance with the Accounting Principles.
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“Booked Residual Value” means, with respect to any item of Portfolio Property relating to any Specified Financing and Lease Asset or Equity Asset (other than interests subject to the Option Agreement), its estimated value upon the Scheduled Termination Date of such Financing and Lease Asset or Equity Asset (other than interests subject to the Option Agreement), in each case as established and reflected on the books and records of Sellers, or the applicable Investment Vehicle, at the inception of such Specified Financing and Lease Asset or Equity Asset (other than interests subject to the Option Agreement), as reduced for any write down or reductions by Sellers, or the applicable Investment Vehicle, on or prior to the Initial Closing Date.
“Business” is defined in the first “WHEREAS” clause of this Agreement.
“Business Agreements” is defined in Section 3.1(k).
“Business Asset Permitted Encumbrances” means (a) liens for Taxes and other governmental charges and assessments which are not yet due and payable or which are being contested in good faith, (b) liens of landlords and liens of carriers, warehousemen, mechanics and materialmen and other like liens arising in the ordinary course of business for sums not yet due and payable or which are being contested in good faith, (c) other liens or imperfections on property which are not material in amount or do not materially detract from the value of or materially impair the continued use, operation or marketability of the property affected by such lien or imperfections, (d) liens relating to deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security or to secure the performance of leases, trade contracts or other similar agreements, (e) purchase money liens on personal property acquired in the ordinary course of business, (f) liens specifically identified in the Financial Statements, (g) liens securing executory obligations under any lease that constitutes a “capital lease” under GAAP, (h) any and all Requirements of Law including those affecting the Facilities relating to zoning and land use, (i) any utility company rights, easements and franchises, and (j) the other liens set forth on Schedule 13.1.
“Business Assets” means Assets other than the Specified Portfolio Assets.
“Business Day” means a day other than Saturday, Sunday or any day on which banks located in the State of New York are authorized or obligated to close.
“Buyer” is defined in the preamble of this Agreement.
“Buyer Group Member” means Buyer, its Affiliates, and their respective directors, officers, employees, agents, attorneys and consultants and their successors and assigns.
“Buyer Transaction Documents” means all agreements, instruments and documents being or to be executed and delivered by Buyer under this Agreement or in connection herewith, including each of the documents listed on Schedule 2.2 hereto.
“Buyer’s Accountants” means KPMG LLP or any public accounting firm with nationally recognized auditing experience (other than Sellers’ Accountants), selected by Buyer.
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“Buyer’s Asset Restructuring Policy” means Buyer’s written asset restructuring policy attached as Exhibit E as in effect on the Initial Closing Date and as modified from time to time.
“Buyer’s Breach Notice” is defined in Section 11.1(a)(iv).
“Buyer’s Costs of Disposition” means, with respect to a Disposition, the aggregate (without duplication) of (a) any transfer, sales, lease or similar taxes payable as a result of such Disposition that are paid by Buyer and which are not reimbursable by the purchaser or lessee of such Portfolio Property, (b) reasonable professional fees and expenses, fees due to any Governmental Authority, broker’s commissions paid to third parties unaffiliated with Buyer or the applicable purchaser or lessee, and other reasonable out-of-pocket costs of sale or lease actually paid by Buyer (and not reimbursable by the applicable purchaser or lessee) attributable to such Disposition, (c) Imputed Remarketing Costs (if applicable), (d) Buyer’s Cost of Possession of the Portfolio Property and (e) reasonable costs of Refurbishment.
“Buyer’s Cost of Possession” means an amount calculated by multiplying (i) Buyer’s Possession Period Percentage associated with the Disposition of an item of Portfolio Property times (ii) an amount equal to the 3-month LIBOR rate on the first day of Buyer’s Possession Period as quoted by the British Bankers’ Association and appearing on the relevant Bloomberg quotation screen (or, if such a rate is not then quoted by the British Bankers’ Association, the similar rate quoted by Reuters) multiplied by the Applicable NAV for such item of Portfolio Property on the first day of Buyer’s Possession Period.
“Buyer’s Possession Period” means the period commencing on the date Buyer or its agent takes actual or constructive possession (whether by way of foreclosure by Buyer, surrender or delivery by the applicable Obligor or otherwise) of an item of Portfolio Property to be subject to Disposition, and ending on the date such item of Portfolio Property becomes either a Liquidated Asset or a Redeployed Asset, but in no event to exceed one hundred twenty (120) days.
“Buyer’s Possession Period Percentage” means a fraction, the numerator of which is the number of days in Buyer’s Possession Period and the denominator of which is three hundred sixty-five (365).
“Buyer’s Savings Plan” is defined in Section 6.2(f).
“CFS Portfolio” means, collectively, the Purchased Portfolio Assets and the Seller Postponed Redeployed Assets, in each case, as the same may be amended, modified, restated or extended from time to time, unless as a result of any such amendment, modification, restatement or extension, such asset becomes either a Liquidated Asset or a Redeployed Asset that is itself not a Seller Postponed Redeployed Asset.
“CFS Portfolio Financing and Lease Asset” means, as of any date, a Purchased Financing and Lease Asset or Seller Postponed Redeployed Asset that is on such date maintained in and as part of the CFS Portfolio.
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“CFS Portfolio Records” means, as of any date following the Initial Closing Date, all Records of Buyer pertaining to the CFS Portfolio.
“Claim Notice” is defined in Section 9.3(a).
“Closing” means the Initial Closing and each Subsequent Closing.
“Closing Book Value of the Assets” is defined in Section 1.6(e).
“Closing Date” is defined in Section 2.1.
“Closing Date Data Tape” means the computer disk, computer tape or other computer format delivered to Buyer pursuant to Section 6.9(c) setting forth, as of 11:59 p.m. PDT May 31, 2004, the Portfolio Information for each Purchased Financing and Lease Asset and Equity Asset (other than interests subject to the Option Agreement).
“Code” means the Internal Revenue Code of 1986, as amended.
“Collateral” means all property, whether tangible or intangible, in which a Seller (or, as applicable under Section 3.2, any Investment Vehicle) was granted a security interest for the purpose of securing the payment or performance of any Obligor under a Financing and Lease Asset, including any On-Lease Equipment under a Lease Contract intended as a secured transaction for purposes of the Uniform Commercial Code or similar purposes.
“Confidentiality Agreement” means the Confidentiality Agreement dated November 24, 2003 between GE Commercial Finance and Boeing Capital.
“Contract” means any written contract, agreement, license, lease, sales or purchase order or other commitment in the nature of a contract, pertaining solely to the Business, to which any Seller is a party or by which any of the Facilities are bound, but shall specifically exclude all Portfolio Contracts.
“Court Order” means any judgment, order, award or decree of any foreign, federal, state, local or other court or tribunal and any ruling or award in any arbitration proceeding.
“Credit Enhancement” means, with respect to any CFS Portfolio Financing and Lease Asset, any certificate of deposit, letter of credit, guaranty or capital stock or other equity interest pledged, assigned, mortgaged, made or delivered as security or other credit support for the performance of any obligation under or with respect to such CFS Portfolio Financing and Lease Asset.
“Cumulative Net Gain” as of the relevant date means the amount (if any) by which Portfolio Gains exceed Portfolio Losses as determined on a cumulative basis for all periods from the Initial Closing through the end of the relevant date.
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“Cumulative Net Loss” as of the relevant date means the amount (if any) by which Portfolio Losses exceed Portfolio Gains as determined on a cumulative basis for all periods from the Initial Closing through the end of the relevant date.
“Data Tape” means the following spreadsheets dated as of April 30, 2004: (i) “CFS Port Data Tape Incl 1.3 and 1.4 Sch. - 4.30.04 Sent 5.21.04.xls” delivered by Sellers to Buyer via electronic mail by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (of Boeing Capital) to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (of Buyer) at 7:21 p.m. PDT on May 21, 2004; and (ii) “Adjusted Work Out 5.22.04.xls” delivered by Sellers to Buyer via electronic mail by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ (of Boeing Capital) to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (of Buyer) at 3:08 p.m. PDT on May 22, 2004.
“Debtor Relief Laws” means the Bankruptcy Code of the United States of America, as amended from time to time, any similar Law of any foreign (i.e., non-U.S.) jurisdiction, and all other applicable liquidation, conservatorship, bankruptcy, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws or other Laws relating to general equity principles from time to time in effect affecting the rights of creditors generally.
“Deemed Gain” means:
(a) with respect to a Redeployed Defaulted Asset that is not a SPRA, WHERE the result of
(i) the Stipulated Value for such asset minus
(ii) Buyer’s Costs of Disposition with respect to Buyer’s Disposition of the Portfolio Property giving rise to such Redeployed Defaulted Asset, plus any Insurance Loss (if any) not previously treated as a Deemed Loss applicable to the Affected Portfolio Property
is greater than the amount equal to
(x) the Applicable NAV of the applicable Replaced Asset as of the First Default Date minus
(y) any and all Recoveries and Return Condition Payments received by Buyer in respect of such Replaced Asset from and after the First Default Date up to and including the date on which such Replaced Asset was converted into such Redeployed Asset (the “Redeployment Period”), minus
(z) to the extent not already deducted in the determination of such Applicable NAV, the aggregate amount of Deemed Losses theretofore attributable to such Replaced Asset,
the amount of such excess;
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(b) with respect to a Redeployed Non-Defaulted Asset that is not an SPRA, WHERE the result of
(i) the Stipulated Value for such asset minus
(ii) Buyer’s Costs of Disposition with respect to Buyer’s Disposition of the Portfolio Property giving rise to such Redeployed Non-Defaulted Asset, minus any Insurance Gain (if any) or plus any Insurance Loss (if any) that was not previously treated as a Deemed Gain (in the case of an Insurance Gain) or a Deemed Loss (in the case of an Insurance Loss) applicable to the Affected Portfolio Property
is greater than the amount equal to
(x) the Applicable NAV of such Redeployed Non-Defaulted Asset as of the Termination Date therefor, minus
(y) any and all Return Condition Payments received by Buyer in respect of such Redeployed Non-Defaulted Asset,
the amount of such excess;
(c) with respect to an Insurance Gain on Affected Portfolio Property not previously treated as a Deemed Gain and where the CFS Portfolio Financing and Lease Asset to which such Affected Portfolio Property relates remains in effect,
the amount of such Insurance Gain; and
(d) with respect to an Insurance Gain on Affected Portfolio Property not previously treated as a Deemed Gain and where the Replaced Asset to which such Affected Portfolio Property relates is replaced by a Redeployed Asset,
the amount of such Insurance Gain.
“Deemed Loss” means:
(a) with respect to a Redeployed Defaulted Asset WHERE the result of
(i) the Stipulated Value for such asset minus
(ii) Buyer’s Costs of Disposition with respect to Buyer’s Disposition of the Portfolio Property giving rise to such Redeployed Defaulted Asset, plus any Insurance Loss (if any) not previously treated as a Deemed Loss and applicable to the Affected Portfolio Property
is less than the amount equal to
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(x) the Applicable NAV of the applicable Replaced Asset as of the First Default Date minus
(y) any and all Recoveries and Return Condition Payments received by Buyer in respect of such Replaced Asset during the Redeployment Period, minus
(z) to the extent not already deducted in the determination of such Applicable NAV, the aggregate amount of Deemed Losses theretofore attributable to such Replaced Asset,
the amount of such shortfall;
(b) with respect to a Redeployed Non-Defaulted Asset, WHERE the result of
(i) the Stipulated Value for such asset minus
(ii) Buyer’s Costs of Disposition with respect to Buyer’s Disposition of the Portfolio Property giving rise to such Redeployed Non-Defaulted Asset, minus any Insurance Gain (if any) or plus any Insurance Loss (if any) that was not previously treated as a Deemed Gain (in the case of an Insurance Gain) or a Deemed Loss (in the case of an Insurance Loss) applicable to the Affected Portfolio Property
is less than the amount equal to
(x) the Applicable NAV of such Replaced Asset as of the Termination Date therefor, minus
(y) any Return Condition Payments received by Buyer in respect of such Replaced Asset,
the amount of such shortfall;
(c) with respect to an Insurance Loss on Affected Portfolio Property not previously treated as a Deemed Loss and where the CFS Portfolio Financing and Lease Asset to which such Affected Portfolio Property relates remains in effect,
the amount of such Insurance Loss;
(d) with respect to an Insurance Loss on Affected Portfolio Property not previously treated as a Deemed Loss and where the Replaced Asset to which such Affected Portfolio Property relates is replaced by a Redeployed Asset,
the amount of such Insurance Loss; and
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(e) for any Defaulted Asset with respect to which a Triggering Event has occurred, an amount equal to (i) in the case of an asset that is not an operating lease, either (x) the amount of the specific reserve established by Buyer or (y) the amount of Buyer’s write-down or write-off of the Applicable NAV of such asset in each case, as a result of such Triggering Event or (ii) in the case of an operating lease, the amount of Buyer’s write-down or write-off of the Applicable NAV of such lease as a result of such Triggering Event.
“Defaulted Asset” means a CFS Portfolio Financing and Lease Asset with respect to which (a) the Obligor thereunder shall have failed to pay any principal, interest, rental expense or other material monetary amount payable to Buyer when due and such failure remains uncured (or is not waived) for more than ninety (90) days or, in the event a notice of default is required under such CFS Portfolio Financing and Lease Asset, for more than ninety (90) days following delivery to Obligor of such notice of default, (b) the Obligor thereunder has become subject to any Debtor Relief Law, (c) Buyer has repossessed the related Portfolio Property (and any available redemption period has expired), (d) the Obligor thereunder shall have committed fraud in a manner detrimental to the holder of such Financing and Lease Asset, (e) the Obligor thereunder has ceased operations, (f) the Obligor thereunder has asserted a defense or claim with respect to its obligations under such Financing and Lease Asset, (g) in the event that a payment guaranty, letter of credit or similar Credit Enhancement is in place with respect to such Financing and Lease Asset, a written demand under any such guaranty, letter of credit or similar Credit Enhancement has been delivered to the applicable Obligor or issuer and such Obligor or issuer has failed to comply with its obligations under such demand for a period of thirty (30) days following such demand, or (h) an event of default (after giving effect to any applicable notice and cure periods) other than as set forth in clause (a) above has occurred under such Financing and Lease Asset and remains uncured (or is not waived) for more than ninety (90) days.
“Deferred Asset” means any Asset set forth on Schedule 2.1.
“Deferred Asset Premium Deposit” means an amount equal to the product of (x) the Purchase Premium and (y) the quotient of (i) the aggregate 4/30/04 NAV of the Deferred Assets divided by (ii) the Estimated Adjusted Book Value of the Assets.
“Deferred Asset Transfer Price” means with respect to each Deferred Asset, the 4/30/04 NAV of such Deferred Asset.
“Demand” is defined in Section 12.21.
“Designated Energy Financing and Lease Assets” means, collectively, the Specified Financing and Lease Assets described on Schedule 13.2.
“Destroyed Asset” means any Portfolio Property owned by Buyer for purposes of the Code for which the representations and warranties set forth in Section 3.2(g)(iii)-(vi) were true and correct on the Closing Date when title to such Portfolio Property (or the Specified Financing and Lease Asset for which such Portfolio Property served as On-Lease Equipment) was transferred to Buyer and that is sufficiently destroyed by a casualty event as to be rendered,
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in the judgment of the insurance company insuring such Portfolio Property against loss or damage, a total loss.
“Determination Date” is defined in Section 1.9(a).
“Disposition” means Buyer’s or any Investment Vehicle’s sale, lease, transfer or other disposition of any Portfolio Property encumbered by or leased pursuant to a CFS Portfolio Financing and Lease Asset.
“Dispute” is defined in Section 12.21.
“Dispute Notice” is defined in Section 12.21.
“Disputed Amount” is defined in Section 1.10(a).
“Disputed Gain or Loss” is defined in Section 1.10(a).
“Draft Closing Book Value of Assets Statement” is defined in Section 1.6(a).
“EBO Gain” is defined in Section 1.9(h).
“Earn Out Amount” is defined in Section 1.9.
“Earn Out Payment” is defined in Section 1.9.
“Encumbrance” means any lien, encumbrance, claim, charge, security interest, mortgage, pledge, easement, conditional sale or other title retention agreement, defect in title or other restriction of a similar kind.
“Environmental Laws” means all federal, state, local or foreign Laws, statutes, ordinances, regulations, rules, judgments, orders, notice requirements, court decisions, agency guidelines or principles of law, restrictions and licenses, which (a) regulate or relate to the protection or clean-up of the environment; the use, treatment, storage, transportation, handling, disposal or release of Hazardous Substances, the preservation or protection of waterways, groundwater, drinking water, air, wildlife, plants or other natural resources; or the health and safety of persons or property, including protection of the health and safety of employees; or (b) impose liability with respect to any of the foregoing, including the Federal Water Pollution Control Act (33 U.S.C. § 1251 et seq.), Resource Conservation & Recovery Act (42 U.S.C. § 6901 et seq.), Safe Drinking Water Act (21 U.S.C. § 349, 42 U.S.C. §§ 201, 300f), Toxic Substances Control Act (15 U.S.C. § 2601 et seq.), Clean Air Act (42 U.S.C. § 7401 et seq.), and Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. § 9601 et seq.), or any other similar federal, state or local Law of similar effect, each as amended.
“Equipment” is defined in Section 1.1(a)(ii).
“Equity Assets” means each of the partnership interests, membership interests, shares or other equity owned by one or more Sellers in any Investment Vehicle.
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“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.
“Estimated Adjusted Book Value of the Assets” means (i) the aggregate of the 4/30/04 NAV of the Financing and Lease Assets, Equity Assets set forth on Schedule 1.3 and Assets Held for Sale or Lease set forth on Schedule 1.1(a)(i).
“Excluded Assets” is defined in Section 1.1(b).
“Excluded Financing and Lease Assets” means, collectively, the Serviced Assets and the Zero Balance Financing and Lease Assets.
“Excluded Liabilities” means any Liability (whether known or unknown, contingent or absolute, or arising before, on or after the Closing Date) of any Seller or any of their Affiliates other than the Assumed Liabilities, including, but not limited to, the Liabilities set forth in any of clauses (c)(i) through (c)(vii) of Section 1.2.
“Expenses” means any and all reasonable expenses incurred in connection with investigating, defending or asserting any claim, action, suit or proceeding incident to any matter indemnified against hereunder (including court filing fees, court costs, arbitration fees or costs, witness fees and reasonable fees and disbursements of legal counsel, investigators, expert witnesses, accountants and other professionals).
“Facilities” means the Leasehold Property.
“Federal Mogul Schedule” shall mean that certain Other Asset labeled as “Federal Mogul – Unsigned Schedule 5” on Schedule 1.1(a)(vi).
“Final Closing Book Value of the Assets Statement” is defined in Section 1.6(e).
“Final Closing Date” is defined in Section 2.1.
“Final Closing” means the last occurring Subsequent Closing.
“Finance Lease” means any CFS Portfolio Financing and Lease Asset that, as a particular date, would be classified as a “finance lease” under Financial Standards Board Statement No. 13, as amended from time to time.
“Finance Obligation” means any CFS Portfolio Financing and Lease Asset that is a promissory note, loan or credit agreement, installment sale contract, financing agreement, Finance Lease or similar financing arrangement (which is not, in any event, an Operating Lease).
“Financial Statements” is defined in Section 3.1(c).
“Financing and Lease Assets” means, collectively, all Lease Contracts, loan agreements, promissory notes, financing agreements, security agreements, other Portfolio Contracts and chattel paper in the CFS Portfolio, together with all rights with respect thereto, including rights to receive payments and other receivables whether by installments, deferred
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payments, tax indemnification obligations of Obligors (except to the extent (i) relating to amounts actually incurred or paid by a Seller (or, as applicable under Section 3.2, any Investment Vehicle) at any time prior to the Initial Closing or (ii) of the rights of Sellers (or, as applicable under Section 3.2, any Investment Vehicle) to indemnification or reimbursement in accordance with an express provision of this Agreement, including Section 1.5), or otherwise, and including (a) any rights in Collateral, guaranties and other agreements or arrangements of whatever character from time to time supporting or securing payments thereunder and (b) all property and assets of any Obligor in which any Seller (or, as applicable under Section 3.2, any Investment Vehicle) has or may have an ownership interest, or a security interest, lien, mortgage, encumbrance, claim or any other interest.
“First Amendment Lease” means a Lease Contract in existence as of the Initial Closing Date which, pursuant to its terms (i) provides the applicable lessee Obligor thereunder the right to purchase the On-Lease Equipment at either (a) a fixed purchase option price, or (b) a price equal to the greater of a stated price or the then applicable fair market value (but not both (a) and (b)), and (ii) provides that if the lessee Obligor does not exercise the purchase option described in (i) above the lease shall automatically extend for a term and rental stated in the lease.
“First Default Date” means, with respect to any Defaulted Asset, the first date on which such Asset became a Defaulted Asset.
“Fixed Asset” means any asset that is not Movable Equipment.
“GAAP” means United States generally accepted accounting principles, consistently applied.
“Gain/Loss Statement” is defined in Section 1.9(a).
“Governmental Authority” means any foreign, domestic, federal, territorial, state or local governmental authority, quasi-governmental authority, court, commission, board, bureau, agency or instrumentality, or any regulatory, administrative or other department, agency, or any political or other subdivision, department or branch of any of the foregoing.
“Governmental Permits” is defined in Section 3.1(f).
“Hazardous Substances” shall mean any quantity of asbestos in any form, urea formaldehyde, PCB’S, radon gas, crude oil or any fraction thereof, all forms of natural gas, petroleum products or by-products, any radioactive substance, any toxic, infectious, reactive, corrosive, ignitable or flammable chemical or chemical compound and any other hazardous substance, material or waste (as defined in or for purposes of any Environmental Law), whether solid, liquid or gas.
“IER” means an “individual equipment record” as customarily used by Sellers in connection with their documentation of Financing and Lease Assets.
“Imputed Remarketing Cost” is defined in Section 1.9(e).
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“Imputed Remarketing Cost Percentage” is defined in Section 1.9(e).
“Income Statement” is defined in Section 3.1(c).
“Income Taxes” means Taxes imposed on or measured with respect to net income.
“Indemnifiable Losses” mean losses, expenses, costs, damages, fines, penalties, claims, obligations, judgments, equitable relief granted, settlements, awards, demands, offsets, defenses, counter-claims, actions, proceedings, interest and Expenses.
“Indemnified Party” is defined in Section 9.3(a).
“Indemnitor” is defined in Section 9.3(a).
“Independent Appraiser” is defined in Section 1.10(b).
“Initial Closing” means the initial consummation of the transactions contemplated by this Agreement.
“Initial Closing Date” is defined in Section 2.1.
“Insurance Benefits” is defined in Section 9.3(b).
“Insurance Deficiencies” is defined in Section 6.6.
“Insurance Gain” means the excess resulting from the insurance proceeds retained by Buyer (i.e., not released to, or for the benefit of, the Obligor) as a result of casualty damage to Portfolio Property owned by Buyer for which the representations and warranties set forth in Section 3.2(g)(iii)-(vi) were true and correct on the Closing Date when title to such Portfolio Property (or the Specified Financing and Lease Asset for which such Portfolio Property served as On-Lease Equipment) was transferred to Buyer being greater than Buyer’s out-of-pocket costs incurred to repair such Portfolio Property to the same condition it was in prior to such casualty damage; provided, however, that in the event that Buyer has taken any action or omitted to take any action that resulted in the Obligor under any Specified Financing and Lease Asset maintaining less insurance against loss or damage or liability insurance than is required under the terms of such Specified Financing and Lease Asset (the “Insurance Gap”), then the Insurance Gain shall be increased by the difference between (i) the amount of insurance proceeds that Buyer would have retained resulting from casualty damage to Portfolio Property owned by Buyer had there been no Insurance Gap with respect to such Portfolio Property, and (ii) the insurance proceeds, if any, actually retained by Buyer.
“Insurance Gap” is defined in the definition of “Insurance Gain.”
“Insurance Loss” means the shortfall resulting from the insurance proceeds retained by Buyer (i.e., not released to, or for the benefit of, the Obligor) resulting from casualty damage to Portfolio Property owned by Buyer for which the representations and warranties set forth in Section 3.2(g)(iii)-(vi) were true and correct on the Closing Date when title to such
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Portfolio Property (or the Specified Financing and Lease Asset for which such Portfolio Property served as On-Lease Equipment) was transferred to Buyer being less than Buyer’s out-of-pocket costs incurred to repair such Portfolio Property to the same condition it was in prior to such casualty damage, provided, however, that in the event that Buyer has taken any action or omitted to take any action that resulted in an Insurance Gap, then the Insurance Loss shall be decreased by the difference between (i) the amount of insurance proceeds that Buyer would have retained resulting from casualty damage to Portfolio Property owned by Buyer had there been no Insurance Gap with respect to such Portfolio Property, and (ii) the insurance proceeds, if any, actually retained by Buyer. In the event that the calculation set forth in the foregoing proviso results in a negative Insurance Loss, such negative amount shall be treated as zero.
“Insurance Proceeds” means (i) the proceeds paid by a casualty insurer to Buyer and retained by Buyer (i.e., not released to, or for the benefit of, the Obligor) with respect to the destruction of a Destroyed Asset for which the representations and warranties set forth in Section 3.2(g)(iii)-(vi) were true and correct on the Closing Date when title to such Portfolio Property (or the Specified Financing and Lease Asset for which such Portfolio Property served as On-Lease Equipment), provided, however, that in the event that Buyer has taken any action or omitted to take any action that resulted in an Insurance Gap, the Insurance Proceeds shall be increased by the difference between (i) the amount of insurance proceeds that Buyer would have retained resulting from the destruction of a Destroyed Asset had there been no Insurance Gap with respect to such Destroyed Asset, and (ii) the insurance proceeds, if any, actually retained by Buyer.
“Intellectual Property” consists of all items that are either (a) all computer software and databases (the “Software”) and all related documentation; (b) worldwide web pages and the contents thereof; or (c) Patents, trademarks, copyrights, trade secrets, know-how, processes, procedures, drawings, specifications, designs, plans, proposals, technical data, copyrightable works, financial, marketing, and business data, pricing and cost information, business and marketing plans, customer and supplier lists and information, other confidential and proprietary information, manufacturing and production processes and techniques, molds, dies, casts and product configurations.
“Investment Vehicle” means each of the entities set forth in the first column on Schedule 3.3 hereto.
“IRS” means the United States Internal Revenue Service.
“Knowledge of Sellers” means, as to a particular matter, the actual current knowledge of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇ (without any duty of inquiry).
“Law” means any law, statute, treaty, rule, regulation, ordinance, order, decree, consent decree or similar instrument or determination or award of an arbitrator or a court or any other Governmental Authority.
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“Lease Contract” means each lease contract, bareboat charter or document of similar nature together with all rights with respect thereto, including rights to receive payments, rents, penalties, late charges and extension fees and other receivables whether by installments, deferred payments, tax indemnification obligations of Obligors (except to the extent (i) relating to amounts actually incurred or paid by a Seller (or, as applicable under Section 3.2, any Investment Vehicle ) at any time prior to the time such Asset is transferred or equitably assigned or (ii) inconsistent with an express provision of this Agreement, including Section 1.5), or otherwise, and including any guaranties and other agreements or arrangements of whatever character from time to time supporting or securing payments of any Lease Contract and all rights with respect to any agreements or arrangements with its vendors, dealers and manufacturers of the On-Lease Equipment to the extent specifically related to the Lease Contract.
“Lessee Section 467 Loan Balance” means (a) a Section 467 Loan balance owed to any Seller by any lessee Obligor as of any applicable Closing Date or (b) any rents that are owed in arrears to any Seller by any lessee Obligor for the rental period that includes such Closing Date.
“Liabilities” means all indebtedness, obligations and other liabilities (or contingencies that have not yet become liabilities), whether absolute, accrued, matured, contingent (or based upon any contingency), known or unknown, fixed or otherwise, or whether due or to become due, including any fines, penalties, judgments, awards or settlements respecting any judicial, administrative or arbitration proceedings or any damages, losses, claims or demands with respect to any Law.
“Liquidated Asset” means, as the context may require, a Liquidated Defaulted Asset, a Liquidated Non-Defaulted Asset or an Asset Held for Sale or Lease with respect to which a Disposition has occurred (and has not resulted in a SPRA).
“Liquidated Defaulted Asset” means a Defaulted Asset with respect to which (a) Buyer has repossessed the related Portfolio Property and (b) has sold, whether by foreclosure sale or otherwise, such related Portfolio Property.
“Liquidated Non-Defaulted Asset” means a CFS Portfolio Financing and Lease Asset with respect to which (a) the Obligor thereunder has returned such related Portfolio Property to Buyer and (b) Buyer has sold such related Portfolio Property.
“Liquidation Proceeds” means, with respect to a Liquidated Asset, all amounts (including all cash and non-cash consideration) received by Buyer with respect to the Disposition of such Liquidated Asset, including the purchase price paid for the applicable related Portfolio Property, and any and all fees, charges and other amounts paid by the purchaser of such related Portfolio Property (or by the applicable Obligor in connection with such Disposition) less any amounts so received that are required to be refunded to the Obligor or any other Person legally entitled thereto on such Liquidated Asset. For purposes of determining the value of Liquidation Proceeds when all or a portion of such proceeds consists of non-cash consideration, Buyer and Sellers shall attempt to mutually agree on the present fair market value of such non-cash consideration, provided, however, that if Buyer and Sellers cannot mutually agree on such present fair market value, then such value shall be determined by an Independent Appraiser with
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experience in making such determination, such Independent Appraiser to be selected in a manner consistent with Section 1.10(a) and with such Independent Appraisers fees paid as set forth in Section 1.10(a).
“Marks” is defined in Section 6.1.
“Material Adverse Effect” means any change, circumstance or effect that has a material adverse effect on the Business, financial condition or results of operations of the Business or on the Purchased Portfolio Assets, provided, however, that Material Adverse Effect shall exclude any adverse changes or conditions as and to the extent such changes or conditions relate to or result from (i) public or industry knowledge of the transactions contemplated by this Agreement (including but not limited to any action or inaction by the Business’ employees and vendors), (ii) general economic conditions or other conditions generally affecting the industry in which the Business competes (other than changes, effects, occurrences or developments specifically relating to or having a disproportionate effect on the Business taken as a whole) or (iii) the NAV Shortfall, if any. Sellers may, however, at their option, include in the Schedules of this Agreement or elsewhere items that would not have a Material Adverse Effect within the meaning of the previous sentence in order to avoid any misunderstanding, and such inclusion shall not be deemed to be an acknowledgement by Sellers that such items would have a Material Adverse Effect or further define the meaning of such term for the purposes of this Agreement.
“McGladrey” is defined in Section 1.6(c).
“McGladrey Findings” is defined in Section 1.6(c).
“Mitsui Partnership” means that certain partnership between the Sellers and Mitsui.
“Monetary Settlement” is defined in Section 9.4(b).
“Movable Equipment” means property that is (a) Movable Equipment by Valuation, (b) property title for which is registered with the United States Federal Aviation Authority or a comparable foreign civil aviation authority, (c) property title for which is registered with the United States Coast Guard or a comparable foreign ship registry authority, or (d) property registered with the Surface Transportation Board or a comparable foreign registration authority, or (e) property title for which is registered with a state motor vehicle authority.
“Movable Equipment by Valuation” means property the value of which, based upon an open market sale between a willing seller and a willing buyer who will be required to pay for the cost of shipping the property to the location of its intended use and to pay for the cost of installation of the property, is equal to or greater than 85% of the value of the same property, based upon an open market sale between a willing seller and a willing buyer who will use the property in its then current location.
“NAV Shortfall” is defined in Section 1.6(h)(i).
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“Net Disposition Proceeds” means the proceeds arising from Buyer’s Disposition of any Portfolio Property for which an Imputed Remarketing Cost applies, less Buyer’s Costs of Disposition (other than any Imputed Remarketing Cost included therein). In the event that such proceeds are not payable in a lump sum in cash, Buyer’s Costs of Disposition will be allocated equally to every payment of proceeds anticipated to be received by Buyer at the time of such Disposition.
“Net Portfolio Gain” means the amount, either per Gain/Loss Statement or cumulatively, by which Undisputed Portfolio Gains exceeds Undisputed Portfolio Losses.
“Net Portfolio Loss” means the amount, either per Gain/Loss Statement or cumulatively, by which Undisputed Portfolio Losses exceeds Undisputed Portfolio Gains.
“Non-Assumable Claim” means any civil, criminal or administrative claim, action, suit, arbitration hearing, investigation, inquiry or proceeding by or before any Governmental Authority (a) in which one or more of the following legal theories have been asserted: (i) violations of (1) any criminal Law, (2) RICO (the Racketeer Influenced and Corrupt Organizations Act, 18 U.S.C. § § 1961-1968) or any state or federal Laws relating to securities, antitrust or competition (or any comparable foreign Laws), or (3) any Environmental Law or (ii) fraud by any Buyer Group Member other than allegations of fraud by an Obligor pursuant to a counterclaim against a Buyer Group Member in litigation arising out of the ordinary course of such Buyer Group Member’s business, (b) in which any Governmental Authority has instituted or asserted a claim against a Buyer Group Member, whether directly or indirectly (including by counterclaim, cross-claim, interpleader or otherwise) which could reasonably be expected to (i) interfere in any material respect with the operation of any Buyer Group Member’s business in the ordinary course, consistent with its past practices, (ii) result in any Indemnifiable Losses, forfeiture, fine, penalty or fee in excess of $200,000 or (iii) damage, in any material respect, the reputation or public image of any Buyer Group Member, or (c) in connection with which injunctive relief is sought; provided, however, that the term “Non-Assumable Claim” shall not include any such third Person Claim to the extent such third Person Claim (A) relates to breach of a warranty or representation set forth in Section 3.1(e) or Section 3.2(n), (B) relates to matters described in Section 9.1(a)(iii)(A)-(D), or (C) is governed by the provision of Section 9.4(c).
“Non-Assumable Claim Offer” is defined in Section 9.4(b).
“Notice of Disputed Amount” is defined in Section 1.10(a).
“Notice of Disputed Gain or Loss” is defined in Section 1.10(a).
“Obligor” means any borrower, lessee, buyer, debtor, guarantor or any other obligor with respect to obligations owed to any Seller (or, as applicable under Section 3.2, any Investment Vehicle) with respect to the Portfolio Assets.
“On-Lease Equipment” means all aircraft, vessels, equipment and other property leased to a lessee Obligor under a Lease Contract together with any replacement parts, additions and repairs thereto, any replacements thereof, and any accessories incorporated therein and/or affixed thereto.
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“Operating Lease” means any Lease Contract that, as of a particular date, is classified as an “operating lease” under Financial Standards Board Statement No. 13, as amended from time to time.
“Option Agreement” means each of the certain Option Agreements between Buyer and certain Sellers in substantially the forms attached hereto as Exhibit K.
“Opt-out Assets” is defined in Section 1.6(h)(i).
“Other Assets” is defined in Section 1.1(a)(vii).
“Panel” is defined in Section 12.21.
“Paper Sale” is defined in Section 1.9(g).
“Paper Sale Net Proceeds” means, with respect to a Paper Sale, the cash consideration received by Buyer in connection with such Paper Sale less Buyer’s Costs of Disposition (not reimbursable by the purchaser in such Paper Sale).
“Parent” means The Boeing Company, a Delaware corporation.
“Party” is defined in Section 12.21.
“Patents” means issued U.S. and foreign patents and pending patent applications, patent disclosures, and any and all divisions, continuations, continuations-in-part, reissues, reexaminations, and extensions thereof, any counterparts claiming priority therefrom, utility models, patents of importations/confirmation, certificates of invention and similar statutory rights.
“Permits” means all licenses, permits, franchises, approvals, authorizations, consents or orders of, or filings with, any Governmental Authority, or any other person, necessary or desirable for the past, present or anticipated conduct of, or relating to the operation of the Business and the servicing and administration of the Portfolio Assets.
“Person” means an individual, partnership, corporation, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Authority or other entity of whatever nature.
“Portfolio Asset Permitted Encumbrances” means, with respect to any Portfolio Property, (a) liens for Taxes and other governmental charges and assessments which are not yet due and payable or which are being contested in good faith (and, if such contest involves Taxes other than Income Taxes that are being so contested as of the Initial Closing Date, which are described on the Schedule of Pending Non-Income Tax Contests), (b) any other Encumbrance on the related Obligor’s interest in such Portfolio Property that is specifically permitted in accordance with the terms of the related Financing and Lease Asset (or any applicable Portfolio Contract), (c) any Encumbrance created by any Law applicable to real property including rights of way, easements, sewer rights, zoning ordinances and other similar restrictions, (d) any other imperfections of title, licenses or encumbrances, if any, which do not materially impair the
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continued use, operation or marketability of such Portfolio Property, (e) liens of carriers, warehousemen, mechanics and materialmen and other like liens arising in the ordinary course of business for sums not yet due and payable or which are being contested in good faith, (f) liens or reservations of title permitted under the related Financing and Lease Asset (or any applicable Portfolio Contract), and (g) the rights of the Obligors under the Financing and Lease Assets (or any applicable Portfolio Contracts).
“Portfolio Assets” means, collectively, (i) the Financing and Lease Assets, (ii) the Equity Assets, (iii) the Assets Held for Sale or Lease, and (iv) the Portfolio Property relating to the assets described in the foregoing clauses (i), (ii) and (iii), together with (a) all rentals, lease payments, installments of principal, interest, residual and renewal proceeds, penalties, late charges and extension fees or other payments due or to become due thereunder, (b) all rights and remedies of Sellers thereunder, (c) all insurance policies of Sellers relating specifically to the Portfolio Assets, any refunds paid or payable in connection with the cancellation or discontinuance of any such insurance policies and any claims made with respect to such insurance policies, (d) all rights, claims, credits, causes of action or rights of set-off of Sellers against third parties relating to the Portfolio Assets, including claims pursuant to all warranties, representations, indemnities and guarantees made by suppliers, manufacturers, contractors and other third parties in connection with products or services purchased by or furnished to Sellers affecting any of the Portfolio Assets, (e) supplier, vendor franchisor, manufacturer and contractor agreements, or other separate agreements with respect to the remarketing or disposition of Portfolio Property or Assets Held for Sale or Lease, and (f) all products and proceeds with respect to any of the foregoing in clauses (a) through (e).
“Portfolio Contract” means any written contract, agreement, license, lease, loan agreement, sales or purchase order or other legally binding commitment in the nature of a contract, or security for any of the Portfolio Assets, to which any Seller is a party or by which any of the On-Lease Equipment or Collateral is bound, including any owner trust agreement, intercreditor agreement, collateral sharing agreement, security agreement, assignment of rents, pledge agreement, guaranty, indemnification agreement, letter of credit agreement, letters of credit, other credit enhancements and instruments and documents of similar nature and import.
“Portfolio Gain” means a Deemed Gain or Realized Gain as the context may require. Any gain realized by Buyer from an early termination by the Obligor pursuant to the contractual provisions of a CFS Portfolio Financing and Lease Asset shall not constitute a Portfolio Gain under this Agreement (although, if applicable, such gain may constitute an EBO Gain pursuant to Section 1.9(h)). For the avoidance of doubt, any gain realized by Buyer (or otherwise deemed to occur) with respect to a CFS Portfolio Financing and Lease Asset in connection with (a) any early termination of such asset at the election of Buyer (i.e., Buyer consents to a non-contractual early termination of a CFS Portfolio Financing and Lease Asset prior to its Scheduled Termination Date) or (b) any property replacement or substitution or Roll-up described in Sections 1.9(g)(iii) and (iv) shall not constitute a Portfolio Gain under this Agreement.
“Portfolio Information” means that information set forth in Exhibit L.
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“Portfolio Loss” means a Deemed Loss or a Realized Loss, as the context may require. For the avoidance of doubt, any loss incurred by Buyer (or otherwise deemed to occur) with respect to a CFS Portfolio Financing and Lease Asset in connection with (a) any early termination of such asset at the election of Buyer (i.e., Buyer consents to a non-contractual early termination of a CFS Portfolio Financing and Lease Asset prior to its Scheduled Termination Date as such Scheduled Termination Date exists as of the Initial Closing Date (in the case of a Specified Financing and Lease Asset) or (b) any Roll-up or property replacement or substitution described in Section 1.9(g)(iv) shall not constitute a Portfolio Loss under this Agreement.
“Portfolio Performance Warranty” is defined in Section 10.1.
“Portfolio Property” means all On-Lease Equipment and Collateral.
“Post-Signing MAE Notice” is defined in Section 7.2.
“Premium Reduction Payment” means an amount equal to the Purchase Premium multiplied by the Retained Portfolio Asset Percentage.
“Proposed Redeployed Asset” means a proposed Finance Obligation or Operating Lease with respect to which Buyer, upon redeployment of such Asset, will be the lender (or equivalent) or lessor.
“Proposed Redeployed Asset Disclosure Package” means with respect to any Proposed Redeployed Asset, the following: (a) copies of the proposed promissory note, loan or credit agreement, installment sale contract or other financing agreement or lease and all material financial terms of such proposed transaction (together with, in each case, to the extent available, all applicable exhibits, riders and annexes thereto and all ancillary documents, instruments and agreements pertaining thereto); (b) written information identifying (with supporting calculations and underlying data) Buyer’s proposed Stipulated Value, Restated Residual Value (if any) and, if applicable, the present fair market value of any non-cash consideration; (c) to the extent available, any appraisal or other property valuation report or study obtained (or prepared) by Buyer in connection with such Proposed Redeployed Asset (whether the value set forth in such appraisal or other report or study was used by Buyer as its proposed Stipulated Value or otherwise); and (d) any and all other existing documentation and information in Buyer’s possession pertaining to such Proposed Redeployed Asset as may be reasonably requested by Sellers.
“Purchase Premium” means One Hundred Forty Million Dollars ($140,000,000).
“Purchase Price” means an amount equal to the sum of: (a) the Closing Book Value of the Assets as reflected on the Final Closing Book Value of the Assets Statement plus (b) the Purchase Premium (subject to adjustment pursuant to Section 1.6(h)) minus (c) the Unapplied Cash (in the amount set forth on the Final Closing Book Value of the Assets Statement).
“Purchased Financing and Lease Assets” means all Specified Financing and Lease Assets actually purchased by Buyer pursuant to this Agreement.
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“Purchased Portfolio Assets” means all Specified Portfolio Assets actually purchased by Buyer pursuant to this Agreement.
“Purchased Portfolio Contracts” means all Specified Portfolio Contracts actually purchased by Buyer pursuant to this Agreement.
“PwC” is defined in Section 1.6(d).
“Quarterly Net Gain” for a particular calendar quarter means the amount (if any) by which Portfolio Gains exceed Portfolio Losses for such quarter.
“Quarterly Net Loss” for a particular calendar quarter means the amount (if any) by which Portfolio Losses exceed Portfolio Gains for such quarter.
“Real Estate Lease” is defined in Section 3.1(g)(i)(A).
“Realized Gain” means:
(a) with respect to a Liquidated Defaulted Asset, WHERE the result of
(i) the Liquidation Proceeds received by Buyer in respect of such asset minus
(ii) Buyer’s Costs of Disposition with respect to Buyer’s liquidation of such asset, plus any Insurance Loss (if any) not previously treated as a Deemed Loss applicable to the Affected Portfolio Property
is greater than the amount equal to
(x) the Applicable NAV of such asset as of the First Default Date minus
(y) any and all Recoveries and Return Condition Payments received by Buyer in respect of such asset from and after the First Default Date up to and including the date on which such asset was liquidated minus
(z) to the extent not already deducted in the determination of such Applicable NAV, the aggregate amount of Deemed Losses theretofore attributable to such Replaced Asset,
the amount of such excess;
(b) with respect to a Liquidated Non-Defaulted Asset, WHERE the result of
(i) the Liquidation Proceeds received by Buyer in respect of such asset minus
(ii) Buyer’s Costs of Disposition with respect to Buyer’s liquidation of such asset, minus any Insurance Gain (if any) or plus any Insurance Loss (if any) that was not previously treated as a Deemed Gain (in the case of
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an Insurance Gain) or a Deemed Loss (in the case of an Insurance Loss) applicable to the Affected Portfolio Property
exceeds the amount equal to
(x) the Applicable NAV of such asset as of the Termination Date therefor, minus
(y) any Return Condition Payments received by Buyer in respect of such asset from and after the Termination Date up to and including the date on which such asset was liquidated,
the amount of such excess;
(c) with respect to an Asset Held for Sale or Lease that has become a Liquidated Asset WHERE
(i) the Liquidation Proceeds received by Buyer in connection with such sale
exceed an amount equal to
(x) the Applicable NAV of such asset as of the date such asset was liquidated minus
(y) Buyer’s Costs of Disposition with respect to Buyer’s Disposition of such asset,
the amount of such excess;
(d) with respect to a Redeployed Asset for which there is a Deemed Gain and as to which Sellers have elected not to exercise their option to treat such asset as an SPRA pursuant to Section 1.9(d), an amount equal to the applicable Deemed Gain for such asset;
(e) with respect to a Paper Sale occurring within the twenty-four (24) month period prior to the Scheduled Termination Date of the applicable CFS Portfolio Financing and Lease Asset (or at any time thereafter in the case of a First Amendment Lease), WHERE the Paper Sale Net Proceeds plus any Insurance Gain or minus any Insurance Loss not previously treated as Deemed Gain (in the case of Insurance Gain) or Deemed Loss (in the case of Insurance Loss) exceed the Applicable NAV of such asset as of the date of such sale, the amount of such excess; and
(f) with respect to a Destroyed Asset, WHERE the Insurance Proceeds relating to such Destroyed Asset exceed the Applicable NAV for the Destroyed Asset at the time of destruction of the Destroyed Asset, the amount of such excess.
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“Realized Loss” means:
(a) with respect to a Liquidated Defaulted Asset WHERE the result of
(i) the Liquidation Proceeds received by Buyer in respect of such asset minus
(ii) Buyer’s Costs of Disposition with respect to Buyer’s liquidation of such asset plus any Insurance Loss (if any) not previously treated as a Deemed Loss applicable to the Affected Portfolio Property
is less than the amount equal to
(x) the Applicable NAV of such asset as of the First Default Date minus
(y) any and all Recoveries and Return Condition Payments received by Buyer in respect of such asset from and after the First Default Date up to and including the date on which such asset was liquidated minus
(z) to the extent not already deducted in the determination of such Applicable NAV, the aggregate amount of Deemed Losses theretofore attributable to such asset,
the amount of such shortfall;
(b) with respect to a Liquidated Non-Defaulted Asset WHERE the result of
(i) the Liquidation Proceeds received by Buyer in respect of such asset minus
(ii) Buyer’s Costs of Disposition with respect to Buyer’s liquidation of such asset, minus any Insurance Gain (if any) or plus any Insurance Loss (if any) that was not previously treated as a Deemed Gain (in the case of an Insurance Gain) or a Deemed Loss (in the case of an Insurance Loss) applicable to the Affected Portfolio Property
is less than the amount equal to
(x) the Applicable NAV of such asset as of the Termination Date therefor, minus
(y) any and all Return Condition Payments received by Buyer in respect of such asset from and after the Termination Date up to and including the date on which such asset was liquidated,
the amount of such shortfall;
(c) with respect to an Asset Held for Sale or Lease that has become a Liquidated Asset WHERE
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(i) the Liquidation Proceeds received by Buyer in connection with such sale
are less than an amount equal to
(x) the Applicable NAV of such asset as of the date such asset was liquidated minus
(y) Buyer’s Cost of Disposition with respect to Buyer’s Disposition of such asset,
the amount of such shortfall;
(d) with respect to a Redeployed Asset for which there is a Deemed Loss and as to which Sellers have elected not to exercise their option to treat such Asset as an SPRA pursuant to Section 1.9(d), an amount equal to the applicable Deemed Loss for such asset;
(e) with respect to a Destroyed Asset, WHERE the Insurance Proceeds relating to such Destroyed Asset are less than the Applicable NAV for the Destroyed Asset at the time of destruction of the Destroyed Asset, the amount of such shortfall; and
(f) with respect to a Paper Sale of (i) any Designated Energy Financing and Lease Asset or (ii) any Defaulted Asset, or Redeployed Defaulted Asset that is a Fixed Asset, WHERE the Paper Sale Net Proceeds are less than the Applicable NAV of such asset as of the date of such sale, the amount of such shortfall.
For the avoidance of doubt, except as set forth above regarding losses on Paper Sales of the Designated Energy Financing and Lease Assets, Redeployed Defaulted Assets that are Fixed Assets and Defaulted Assets, Sellers shall have no obligation to reimburse Buyer or any of its successors, assignees or transferees for any loss on any Paper Sale.
“Reasonable Inquiry” means reasonable inquiry of Sellers’ employees who would reasonably be expected to have facts and information relating to the underlying question at issue.
“Records” means, with respect to the CFS Portfolio (or any applicable part thereof), all the ledgers, journals, bookkeeping memoranda, account cards, reports, computer listings, indexes, stored computer data cards, Obligor files, credit files, collateral records, an original or copy of all client lists and vendor (including suppliers, manufacturers, contractors, customers, borrowers and lenders) lists, if any, certificates of title (including vehicle titles, ownership certificates and the like) and all other correspondence, memoranda, books and records with respect to the CFS Portfolio or applicable part thereof (including with respect to Financing and Lease Assets, Collateral, Equity Assets, On-Lease Equipment, Assets Held for Sale or Lease and, from and after the Initial Closing Date, any Seller Participating Renegotiated Assets), of Sellers or of Buyer, as the context shall require.
“Recoveries” means, with respect to any Defaulted Asset, monies collected in respect thereof, from whatever source (including payments made under or collected in respect of
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Credit Enhancements but excluding liability insurance or indemnities), net of any amounts required by Law to be remitted to the related Obligor or its Affiliates; provided that Recoveries with respect to any Defaulted Asset shall in no event be less than zero. “Recoveries” shall not include Deemed Loss payments.
“Redeployed Asset” means a Redeployed Defaulted Asset or a Redeployed Non-Defaulted Asset, as applicable.
“Redeployed Defaulted Asset” means a promissory note, loan or credit agreement or other financing agreement or lease or similar rental or use arrangement with respect to which Buyer is the lender (or equivalent) or lessor, which note, agreement, lease or arrangement arose in connection with the Disposition of Portfolio Property theretofore subject to a Defaulted Asset at the time of such Disposition.
“Redeployed Non-Defaulted Asset” means a promissory note, loan or credit agreement or other financing agreement or lease or similar rental or use arrangement with respect to which Buyer is the lender (or equivalent) or lessor, which note, agreement, lease or arrangement arose in connection with the Disposition of Portfolio Property (a) theretofore subject to a CFS Portfolio Financing and Lease Asset that was not a Defaulted Asset at the time of such Disposition or (b) constituting an Asset Held for Sale or Lease.
“Redeployment Period” is defined in the definition of “Deemed Gain.”
“Refurbishment” means, with respect to any Portfolio Property subject to a CFS Portfolio Financing and Lease Asset, cleaning, painting or similar costs in connection with placing such Portfolio Property in a readily marketable condition or an improvement thereof, whether such improvement is accomplished by the incorporation of replacement components, parts or other property, by “adding-on” supplemental components or other property, or otherwise, which improvement is expensed by Buyer in accordance with Buyer’s normal and customary accounting policies in accordance with GAAP.
“Replaced Asset” means, with respect to any Redeployed Asset, the CFS Portfolio Financing and Lease Asset that, due to the termination thereof (for any reason) gave rise to Buyer’s Disposition of the related Portfolio Property and thereby resulted in the creation of such Redeployed Asset.
“Required Consents” is defined in Section 3.2(v).
“Requirements of Law” means any foreign, federal, state and local laws, statutes, regulations, rules, codes or ordinances enacted, adopted, issued or promulgated by any Governmental Authority or any stock exchange or national market system.
“Restated Residual Value” means, with respect to any item of Portfolio Property relating to any Redeployed Asset, its estimated value upon the Scheduled Termination Date of such Redeployed Asset, in each case as determined in accordance with the provisions of Section 1.9(d).
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“Retained Portfolio Asset Percentage” means an amount (expressed as a percentage) equal to (i) the aggregate Applicable NAV as of the Initial Closing Date of the Opt-out Assets divided by (ii) the aggregate Applicable NAV of the Total Subject Assets, in each case as the Applicable NAV for such assets is set forth in the Final Closing Book Value of Assets Statement.
“Retention Agreements” means the agreements set forth on Schedule 3.1(p-(ii)).
“Return Condition Payments” means payments received by Buyer from or on behalf of an Obligor in connection with such Obligor’s return to Buyer (or Buyer’s designee) of the Portfolio Property relating to a CFS Portfolio Financing and Lease Asset in the nature of amounts due and payable as a result of such Obligor’s failure to deliver such Portfolio Property in compliance with required return conditions (e.g., deferred maintenance liability).
“Roll-up” means, with respect to any Portfolio Property relating to an IER or SPRA (constituting, in either case, a CFS Portfolio Financing and Lease Asset), a transaction or series of related transactions as a result of which such IER or SPRA is terminated and immediately replaced with a new schedule or other similar document (of a similar nature to an IER or SPRA), which schedule or other document covers (whether as a lease or financing device) such Portfolio Property and other separately identifiable (i.e. non-integrated) property.
“Scheduled Termination Date” means, with respect to (a) any Finance Obligation (other than a Finance Lease) the date set forth therein as the scheduled maturity date for the obligations of the Obligor thereunder and (b) any Lease Contract, the date set forth therein as the scheduled lease termination date (whether referred to as the “maturity date,” “expiration date,” “termination date” or words of similar meaning, in each case without, however, giving effect to any option to extend (or automatic extension of) such scheduled lease termination date or any “early buy-out” (i.e, an optional equipment purchase) right). For the avoidance of doubt, the Scheduled Termination Date of any First Amendment Lease shall be the first contractually scheduled termination date thereof.
“Section 467 Loan” has the meaning specified in Treas. Reg. 1.467-4 (without regard to 1.467-4(a)(2)).
“Section 467 Loan Balance” means a Lessee Section 467 Loan Balance or a Seller Section 467 Loan Balance.
“Securitization” means any sale or assignment by Buyer of the revenue stream attributable to a CFS Portfolio Financing and Lease Asset (but not the related Portfolio Property) in which the accounting for Applicable NAV and Booked Residual Value pursuant to this Agreement shall not be affected as a result of such sale or assignment. For the avoidance of doubt, entering into a Securitization by Buyer shall not be considered to be a Disposition and shall not, as a result of such transaction, affect the calculation of Deemed Gain, Deemed Loss, Realized Gain or Realized Loss.
“Seller Group Member” means Sellers, their Affiliates and their respective directors, officers, employees, agents, attorneys and consultants and their successors and assigns.
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“Seller Postponed Redeployed Asset” means a Redeployed Asset with respect to which the applicable Seller has elected to postpone the measurement of the Earn Out Amount pursuant to Section 1.9(d).
“Seller Section 467 Loan Balance” means (i) a Section 467 Loan balance owed by any Seller to any lessee Obligor as of any applicable Closing Date or (ii) any rents that are paid in advance to any Seller by any lessee Obligor for the rental period that includes such Closing Date.
“Seller Transaction Documents” means all agreements, instruments and documents being or to be executed and delivered by Sellers under this Agreement or in connection herewith, including each of the documents listed on Schedule 2.3 hereto, but specifically excluding the Portfolio Assets.
“Sellers” is defined in the preamble of this Agreement.
“Sellers’ Accountants” means Deloitte & Touche LLP or any public accounting firm with nationally recognized auditing expertise (other than Buyer’s Accountants), as selected by Sellers.
“Sellers’ Breach Notice” is defined in Section 11.1(a)(iii).
“Sellers’ Savings Plan” is defined in Section 6.2(f).
“Serviced Assets” mean, collectively, the Financing and Lease Assets (including those held by Investment Vehicles) subject to the Servicing Agreement from time to time.
“Servicing Agreement” means a servicing agreement between Buyer and Boeing Capital and any of the Sellers as indicated thereon substantially in the form of Exhibit H.
“Software” is defined in the definition of “Intellectual Property”.
“Specialized Audit Steps” means the annual audit steps to be taken by Buyer’s Accountants as more particularly described in Exhibit I.
“Specified Financing and Lease Assets” means the Financing and Lease Assets in existence as of the Initial Closing Date related to the IERs identified on Schedule 1.3 and, in addition, Federal Mogul Schedule.
“Specified Portfolio Assets” means (i) the Specified Financing and Lease Assets, (ii) the Equity Assets, (iii) the Assets Held for Sale or Lease and (iv) any and all Portfolio Assets relating to the assets described in the foregoing clauses (i), (ii) and (iii).
“Specified Portfolio Contracts” means the Portfolio Contracts relating to the Specified Financing and Lease Assets.
“SPRA” means Seller Postponed Redeployed Asset.
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“Stipulated Value” means:
(a) with respect to any SPRA, the net asset value for such SPRA as mutually agreed upon among Buyer and Sellers (pursuant to Sellers’ election to treat the applicable Redeployed Asset as a SPRA pursuant to Section 1.9(d)), which net asset value shall be recorded in Buyer’s Records as the Applicable NAV for such SPRA as of the date of its inception.
(b) with respect to any Redeployed Asset that is not a SPRA where the property subject to such Redeployed Asset constitutes Movable Equipment, the fair market value of such property as may be mutually agreed upon among Buyer and Sellers, provided that if Buyer and Sellers are unable to agree upon a fair market value for such property within thirty (30) days of Buyer’s delivery of the applicable Proposed Redeployed Asset Disclosure Package therefor, then such fair market value shall be determined by the Independent Appraiser in accordance with Section 1.10(b). In determining the fair market value for such property, the Independent Appraiser shall value the property based upon an open market sale between a willing buyer and willing seller, assuming the present condition of the property and that it will be sold in “as is” condition within 270 days.
(c) with respect to any Redeployed Asset that is not a SPRA where the property subject to such Redeployed Asset constitutes a Fixed Asset or group of Fixed Assets, the orderly liquidation value of such property as may be mutually agreed upon among Buyer and Sellers, provided that if Buyer and Sellers are unable to agree upon a orderly liquidation value for such property within thirty (30) days of Buyer’s delivery of the Proposed Redeployed Asset Disclosure Package therefor, then such orderly liquidation value shall be determined by the Independent Appraiser in accordance with Section 1.10(b). In determining the orderly liquidation value for such property, the Independent Appraiser shall value the property based on an open market sale between a willing buyer and willing seller from its present location on an “as is” condition, “where is” location basis in which the buyer assumes the cost to dismantle and remove the property and that the property is sold within 150 days.
“Subsequent Closings” means the date or dates of the consummation of the transactions contemplated by this Agreement with respect to all or some of the Portfolio Assets not sold, conveyed, transferred, assigned and delivered to Buyer at the Initial Closing.
“Tax” (and, with correlative meaning, “Taxes”) means any federal, state, local or foreign income, gross receipts, property, sales, use, license, excise, franchise, employment, payroll, withholding, alternative or add-on minimum, ad valorem, transfer or excise tax, or any other tax, custom, duty, governmental fee or other like assessment or charge of any kind whatsoever, together with any interest or penalty, imposed by any Governmental Authority.
“Tax Return” means any return, report or similar statement required to be filed with respect to any Tax (including any attached schedules and related workpapers), including any information return, claim for refund, amended return or declaration of estimated Tax and any affiliated, consolidated, combined, unitary or similar return.
“Tentative Portfolio Performance Warranty Amount” is defined in Section 10.2(a).
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“Tentative Portfolio Performance Warranty Payment” is defined in Section 10.1.
“Tentative Portfolio Performance Warranty Payment Refund” is defined in Section 10.2(b).
“Termination Date” means, with respect to any CFS Portfolio Financing and Lease Asset, the date upon which either (a) all of the applicable Obligor’s obligations thereunder shall have been discharged (or deemed by Buyer to have been discharged) in full or (b) such asset shall have become a Liquidated Asset or a Redeployed Asset.
“Total Subject Assets” is defined in Section 1.6(h)(i).
“Transferred Employee” is defined in Section 6.2(a).
“Transition Services Agreement” means a transition services agreement substantially in the form of Exhibit J.
“Triggering Event” means (a) with respect to a Defaulted Asset (i) if such asset is not an Operating Lease, Buyer’s (A) posting of a specific reserve on its books and records against the Applicable NAV of such asset or (B) ”writedown” or “write-off” of all or any part of the Applicable NAV of such asset and (ii) if such asset is an Operating Lease, Buyer’s “writedown” or “write-off” of all or any part of the Applicable NAV of such asset, and (b) with respect to any CFS Portfolio Financing and Lease Asset (whether a Defaulted Asset or otherwise), Buyer posts a specific reserve on its books against the Applicable NAV of such asset or to “writedown” or “write-off” all or any part of the Applicable NAV of such asset, in each case, to the extent any such specific reserve, “writedown” or “write-off” is posted or made as required or permitted by GAAP and consistent with Buyer’s accounting principles, as in effect from time to time.
“Undisputed Portfolio Gain” means any Portfolio Gain reflected on a Gain/Loss Statement with respect to which Sellers do not submit a Notice of Disputed Gain or Loss in accordance with Section 1.10(a).
“Undisputed Portfolio Loss” means any Portfolio Loss reflected on a Gain/Loss Statement with respect to which Sellers do not submit a Notice of Disputed Gain or Loss in accordance with Section 1.10(a).
“Upgrade” means, with respect to any Portfolio Property subject to a CFS Portfolio Financing and Lease Asset (including those held by any Investment Vehicle), an improvement thereof, whether such improvement is accomplished by the incorporation of replacement components, parts or other property, by “adding-on” supplemental components or other property, or otherwise, which improvement is capitalized by Buyer in accordance with Buyer’s normal and customary accounting policies in accordance with GAAP.
“Zero Balance Financing and Lease Assets” means, collectively, the Financing and Lease Assets described on Schedule 1.1(b)(ii), which, as of the date hereof, the applicable Sellers carry on their respective books of account as “written-off” assets (i.e., assets written-down to zero) together with any and all property encumbered by or leased pursuant to such Financing and Lease Assets.
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IN WITNESS WHEREOF, the parties hereto have caused this Purchase and Sale Agreement to be executed as of the day and year first above written.
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BOEING CAPITAL LOAN |
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/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ |
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Name: |
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ |
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President |
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GENERAL ELECTRIC CAPITAL |
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/s/ ▇▇▇▇ ▇.▇. ▇▇▇▇▇ |
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Title: |
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1
For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, The Boeing Company, a Delaware corporation (“Parent”), hereby irrevocably and unconditionally promises to pay each of the payment obligations of the Sellers (including those related to indemnity claims) set forth in this Agreement (each an “Obligation” and altogether the “Obligations”).
Parent will pay all Obligations hereunder upon any one or more of the following:
(a) Sellers shall have failed to satisfy their payment obligations pursuant to this Agreement for at least thirty (30) Business Days;
(b) Boeing Capital dissolves or otherwise ceases to exist; or
(c) Boeing Capital institutes or consents to the institution of any proceeding under a Debtor Relief Law relating to it or to all or any material part of its property, or is unable or admits in writing its inability to pay its debts as they mature, or makes an assignment for the benefit or creditors; or Boeing Capital applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of Boeing Capital and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under a Debtor Relief Law relating to Boeing Capital or to all or any part of its property is instituted without its consent and continues undismissed or unstayed for sixty (60) calendar days.
2
Buyer Group Members will provide notice to Parent of a claim hereunder by delivering to Parent a written notice stating (i) that the Buyer Group Member has delivered a claim for an Obligation to Sellers and attaching a copy thereof and (ii) the amount of the Obligation unpaid by Sellers with respect to such claim; provided, however, that following the occurrence of (b) or (c) above, all claims for Obligations may be delivered directly to Parent.
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THE BOEING COMPANY |
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By: |
/s/ ▇▇▇▇▇▇ ▇. Lower |
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Name: |
▇▇▇▇▇▇ ▇. Lower |
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Title: |
Vice President –
Corporate & Strategic |
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1
Schedules
|
1.1 |
|
Sellers |
|
1.1(a)(i) |
|
Assets Held for Sale or Lease (included in Specified Portfolio Assets) |
|
1.1(a)(ii) |
|
Equipment |
|
1.1(a)(iii) |
|
Assigned Contracts |
|
1.1(a)(vi) |
|
Other Assets |
|
1.1(b)(ii) |
|
Zero Balance Financing and Lease Assets |
|
1.1(b)(xv) |
|
Designated Excluded Assets |
|
1.2(b)(v) |
|
Advance Rents, Deposits, Maintenance, Reserves or Other Payments or Deposits |
|
1.3 |
|
Specified Financing and Lease Assets and Equity Assets (including 4/30/04 NAV Table) |
|
1.4 |
|
Allocation of Purchase Price |
|
1.9(a)(iv) |
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Reports |
|
2.1 |
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Deferred Assets |
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2.2 |
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Buyer Transaction Documents |
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2.3 |
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Seller Transaction Documents |
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3.1(b) |
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Sellers’ Conflicts |
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3.1(c) |
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Financial Statements |
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3.1(f) |
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Governmental Permits |
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3.1(i) |
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Software Contracts |
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3.1(j) |
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Litigation – Seller |
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3.1(k) |
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Contracts |
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3.1(n-(i)) |
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Benefit Plans |
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3.1(n-(iii)) |
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Exceptions to Benefits |
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3.1(p-(ii)) |
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Retention Agreements |
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3.1(q) |
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Undisclosed Liabilities |
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3.2(g)(i) |
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Late Payments/Prepayments |
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3.2(g)(ii) |
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Advance Rents, Other Payments or Deposits |
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3.2(g)(v) |
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Exceptions to Insurance Portfolio Property Coverage |
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3.2(h) |
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Claims/Proceedings |
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3.2(i) |
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Undelivered Specified Financing and Lease Assets; Undelivered Portfolio Property |
|
3.2(j) |
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Obligor Bankruptcy |
|
3.2(l) |
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On-Lease Equipment Casualty |
|
3.2(o) |
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Non-Direct Payments; Other Agreements |
|
3.2(r) |
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Designated Credit Enhancements |
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3.2(s) |
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Foreign Specified Financing and Lease Assets/Credit Enhancement/Foreign Obligors |
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3.2(v) |
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Required Consents |
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3.2(x) |
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Waiver of Material Rights |
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3.3 |
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Equity Assets |
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5.3 |
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Operations Prior to the Closing Date |
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9 |
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Indemnification |
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9.1(a)(iii)(B) |
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Interests Treated as Partnerships |
i
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10 |
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Special Warranty |
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13.1 |
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Business Asset Permitted Encumbrances |
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13.2 |
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Designated Energy Financing and Lease Assets |
ii
Exhibits
|
Exhibit A |
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Accounting Principles |
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Exhibit B |
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Assignment and Assumption Agreement |
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Exhibit C |
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Agreed Audit Procedures |
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Exhibit D |
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▇▇▇▇ of Sale |
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Exhibit E |
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Buyer’s Asset Restructuring Policy |
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Exhibit F |
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Gain/Loss Statement |
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Exhibit G |
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Notice to Obligors |
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Exhibit H |
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Servicing Agreement |
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Exhibit I |
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Specialized Audit Steps |
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Exhibit J |
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Transition Services Agreement |
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Exhibit K |
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Option Agreement |
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Exhibit L |
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Portfolio Information |
iii
Schedule 1.1
Sellers
|
Legal Name |
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Jurisdiction of Organization |
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BCC Equipment Leasing Corporation |
|
Delaware |
|
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▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Overseas Finance Corporation |
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Delaware |
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Boeing Capital Loan Corporation |
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Delaware |
Schedule 1.1(a)(i)
Assets Held for Sale or Lease
ASSETS HELD FOR SALE OR LEASE
NAV as of 4/30/04
|
Customer Name |
|
Lease |
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Property Class Long |
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Equipment Desc Short |
|
NAV as of |
|
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AMERICAN STANDARD INC. |
|
0031203-025 |
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MACHINE TOOLS MACHINING CENTER |
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MACHINE TOOLS |
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25,000.00 |
|
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AMERICAN STANDARD INC. |
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0031203-045 |
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MFG EQUIP OTHER |
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WELDING ROBOT |
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5,742.34 |
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AMERICAN STANDARD INC. |
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0031203-047 |
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MFG EQUIP OTHER |
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WELDING ROBOT |
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2,464.49 |
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AMERICAN STANDARD INC. |
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0031203-125 |
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MACHINE TOOLS MACHINING CENTER |
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MACHINE TOOLS |
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25,000.00 |
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▇▇▇▇▇▇▇, INC. |
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0030411-072 |
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MATL HNDLG EQ FORKLIFT TRUCK |
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FORKLIFT |
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1.00 |
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GALVPRO L.P. |
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▇▇▇▇▇▇▇-▇▇▇ |
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▇▇▇▇ ▇▇▇▇▇ ▇▇ OTHER |
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CASTER TRAILOR |
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2,400.00 |
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GLOBAL AIR CHARTER, INC |
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0042045-001 |
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1982 LEARJET 35A S/N472 |
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LEARJET 35A |
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2,847,295.51 |
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GREAT DANE AIRLINE, INC. |
|
0040541-001 |
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1979 LEARJET 35A S/N237 |
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LEARJET 35A |
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2,535,673.63 |
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STONE CONTAINER CORP. |
|
0030791-022 |
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TRLRS SINGLE DRY VAN 48’ X102’ |
|
DRY VAN TRAILERS |
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6,510.00 |
|
|
STONE CONTAINER CORP. |
|
0030791-095 |
|
1998 VOLVO WG42T 4X2 TRACTORS |
|
TRACTORS |
|
19,678.92 |
|
|
STONE CONTAINER CORP. |
|
0030791-195 |
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1998 VOLVO WG42T 4X2 TRACTORS |
|
TRACTORS |
|
19,678.92 |
|
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STONE CONTAINER CORP. |
|
0030791-295 |
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1998 VOLVO WG42T 4X2 TRACTORS |
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TRACTORS |
|
9,839.46 |
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TRANSAMERICA EQUIPMENT LEASING |
|
0027474-001 |
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TRLRS PIGGYBACK 45’ X 102’ |
|
TRAILERS |
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139,724.38 |
|
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UNC ▇▇▇▇▇▇▇ TECHNOLOGY, INC. |
|
0033069-017 |
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MACHINE TOOLS GRINDERS |
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MACHINE TOOLS |
|
10,145.40 |
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UNITED STATES STEEL CORP |
|
0035204-106 |
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▇▇▇▇▇▇ 6000C FORKLIFT |
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FORKLIFT |
|
5,500.00 |
|
|
|
|
|
|
|
|
|
|
|
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TOTAL* |
|
|
|
|
|
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5,654,654.05 |
|
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*Excludes “Excluded Asset” ▇▇▇▇▇ KHALIFA with NAV of |
|
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36,691,096.50 |
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Schedule 1.1(a)(ii)
Equipment
None.
Schedule 1.1(a)(iii)
Assigned Contracts
None.
Schedule 1.1(a)(vi)
Other Assets
|
Acct Description |
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Buyer |
|
|
Property Tax Receivable |
|
208,556 |
|
|
|
|
|
|
|
Sales Tax Rec - CLAS |
|
156,481 |
|
|
|
|
|
|
|
Federal Mogul - Unsigned Schedule 5 |
|
103,772 |
|
|
|
|
|
|
|
Total |
|
468,809 |
|
Schedule 1.1(b)(ii)
ZERO BALANCE FINANCING ASSETS
As of 4/30/04
|
Customer Name |
|
Lease Sched |
|
Property Class Long |
|
Equipment Desc Short |
|
NAV |
|
|
|
|
|
|
|
|
|
|
|
|
|
CSU TRANSPORT INC. |
|
0039171-013 |
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TRACTORS PETERBILT OCNV/NONSLP |
|
TRACTOR |
|
— |
|
|
CSU TRANSPORT INC. |
|
0039171-020 |
|
TRACTORS PETERBILT OCNV/NONSLP |
|
TRACTOR |
|
— |
|
|
CSU TRANSPORT INC. |
|
0039171-022 |
|
CHEVROLET SERVICE TRUCK |
|
TRUCK |
|
— |
|
|
CSU TRANSPORT INC. |
|
0039171-023 |
|
TRACTORS PETERBILT OCNV/NONSLP |
|
TRACTORS |
|
— |
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PROFICIENT FOODS |
|
0030387-016 |
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TRLRS REEFER OTHER |
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REEFER TRAILERS |
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— |
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PROFICIENT FOODS |
|
0030387-017 |
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TRLRS REEFER OTHER |
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REEFER TRAILERS |
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— |
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PROFICIENT FOODS |
|
0030387-018 |
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TRLRS REEFER OTHER |
|
REEFER TRAILERS |
|
— |
|
|
PROFICIENT FOODS |
|
0030387-019 |
|
TRLRS REEFER OTHER |
|
REEFER TRAILERS |
|
— |
|
|
PROFICIENT FOODS |
|
0030387-029 |
|
TRLRS REEFER OTHER |
|
REEFER TRAILERS |
|
— |
|
|
PROFICIENT FOODS |
|
0030387-030 |
|
TRLRS REEFER OTHER |
|
REEFER TRAILERS |
|
— |
|
|
PROFICIENT FOODS |
|
0030387-031 |
|
TRLRS REEFER OTHER |
|
REEFER TRAILERS |
|
— |
|
|
PROFICIENT FOODS |
|
0030387-032 |
|
TRLRS REEFER OTHER |
|
REEFER TRAILERS |
|
— |
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|
PROFICIENT FOODS |
|
0030387-033 |
|
TRLRS REEFER OTHER |
|
REEFER TRAILERS |
|
— |
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|
PROFICIENT FOODS |
|
0030387-034 |
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TRLRS REEFER OTHER |
|
REEFER TRAILERS |
|
— |
|
|
PROFICIENT FOODS |
|
0030387-035 |
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TRLRS REEFER OTHER |
|
REEFER TRAILERS |
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— |
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|
PROFICIENT FOODS |
|
0030387-036 |
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TRLRS REEFER OTHER |
|
REEFER TRAILERS |
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— |
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|
PROFICIENT FOODS |
|
0030387-044 |
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TRLRS REEFER OTHER |
|
REEFER TRAILERS |
|
— |
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|
PROFICIENT FOODS |
|
0030387-045 |
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TRLRS REEFER OTHER |
|
REEFER TRAILERS |
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— |
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|
PROFICIENT FOODS |
|
0030387-046 |
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TRLRS REEFER OTHER |
|
REEFER TRAILERS |
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— |
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|
PROFICIENT FOODS |
|
0030387-047 |
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TRLRS REEFER OTHER |
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REEFER TRAILERS |
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— |
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|
PROFICIENT FOODS |
|
0030387-048 |
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TRLRS REEFER OTHER |
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REEFER TRAILERS |
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— |
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|
PROFICIENT FOODS |
|
0030387-050 |
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TRLRS REEFER OTHER |
|
REEFER TRAILERS |
|
— |
|
|
PROFICIENT FOODS |
|
0030387-051 |
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TRLRS REEFER OTHER |
|
REEFER TRAILERS |
|
— |
|
|
PROFICIENT FOODS |
|
0030387-052 |
|
TRLRS REEFER OTHER |
|
REEFER TRAILERS |
|
— |
|
|
PROFICIENT FOODS |
|
0030387-053 |
|
TRLRS REEFER OTHER |
|
REEFER TRAILERS |
|
— |
|
|
PROFICIENT FOODS |
|
0030387-054 |
|
TRLRS REEFER OTHER |
|
REEFER TRAILERS |
|
— |
|
|
PROFICIENT FOODS |
|
0030387-056 |
|
TRLRS REEFER OTHER |
|
REEFER TRAILERS |
|
— |
|
|
PROFICIENT FOODS |
|
0030387-058 |
|
TRLRS REEFER OTHER |
|
REEFER TRAILERS |
|
— |
|
|
PROFICIENT FOODS |
|
▇▇▇▇▇▇▇-▇▇▇ |
|
▇▇▇▇ ▇▇▇▇▇ ▇▇ WAREHOUSE EQUIP |
|
RACKING |
|
— |
|
|
PROFICIENT FOODS |
|
0030387-063 |
|
WHITE GMC ▇▇▇ 6X4 SLEEPER TRAC. |
|
TRACTORS |
|
— |
|
|
PROFICIENT FOODS |
|
0030387-068 |
|
TRLRS REEFER OTHER |
|
REFRIGERATED TRAILER |
|
— |
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|
PROFICIENT FOODS |
|
0030387-070 |
|
TRLRS REEFER OTHER |
|
REFRIGERATED TRAILER |
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— |
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|
PROFICIENT FOODS |
|
0030387-071 |
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TRLRS REEFER OTHER |
|
REFRIGERATED TRAILER |
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— |
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PROFICIENT FOODS |
|
0030387-072 |
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TRLRS REEFER OTHER |
|
REFRIGERATED TRAILER |
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— |
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PROFICIENT FOODS |
|
0030387-073 |
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TRLRS REEFER OTHER |
|
REFRIGERATED TRAILER |
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— |
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|
PROFICIENT FOODS |
|
0030387-074 |
|
TRLRS REEFER OTHER |
|
REFRIGERATED TRAILER |
|
— |
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|
PROFICIENT FOODS |
|
0030387-075 |
|
TRLRS REEFER OTHER |
|
REFRIGERATED TRAILER |
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— |
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|
PROFICIENT FOODS |
|
0030387-076 |
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TRLRS REEFER OTHER |
|
REFRIGERATED TRAILER |
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— |
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|
PROFICIENT FOODS |
|
0030387-085 |
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TRACTORS WHITE GMC CONV/NONSLP |
|
TRACTORS |
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— |
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PROFICIENT FOODS |
|
0030387-183 |
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TRACTORS NAVISTAR ▇▇▇ SLEEPER |
|
TRACTORS |
|
— |
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STONE CONTAINER CORP. |
|
0030213-005 |
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TRLRS SINGLE DRY VAN 48’ X102’ |
|
DRY VAN TRAILERS |
|
— |
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|
STONE CONTAINER CORP. |
|
0030213-009 |
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TRACTORS KENWORTH CONV/NON-SLP |
|
TRACTOR |
|
— |
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|
STONE CONTAINER CORP. |
|
0030213-012 |
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TRLRS SINGLE DRY VAN 48’ X102’ |
|
DRY VAN TRAILERS |
|
— |
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STONE CONTAINER CORP. |
|
0030213-015 |
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TRACTORS NAVISTAR CONV/NON-SLP |
|
TRACTOR |
|
— |
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|
STONE CONTAINER CORP. |
|
0030791-061 |
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TRACTORS NAVISTAR CONV/NON-SLP |
|
TRACTOR |
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— |
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WEIRTON STEEL CORPORATION |
|
0031484-019 |
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MATL HNDLG EQ FORKLIFT TRUCK |
|
MATERIAL HANDLING |
|
— |
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WEIRTON STEEL CORPORATION |
|
0031484-020 |
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MATL HNDLG EQ OTHER |
|
MATERIAL HANDLING |
|
— |
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*Excludes “Excluded Asset” Guardian Savings and Loan
ACCOUNTS WITH POTENTIAL RECOVERIES OR WHERE PREFERENCE CLAIMS (P) ARE BEING DEFENDED AGAINST
As of 4/30/04
|
Customer Name |
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Lease Sched |
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|
|
|
|
NAV |
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|
|
|
|
|
|
|
|
|
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ALLIED PRODUCTS |
|
0036859 |
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— |
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AMERICAN STANDARD |
|
0031203 |
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|
— |
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AMERISERVE |
|
0035604 |
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— |
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BALDWINS LEASING |
|
0039728 |
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|
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|
|
— |
|
|
BULK MATERIALS |
|
0028860 |
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|
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|
|
— |
|
|
FURR’S SUPERMARKET |
|
0032524 |
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|
|
|
|
— |
|
|
GALVPRO |
|
0035259 |
|
|
|
|
|
— |
|
|
GLENIOT |
|
0035559 |
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|
|
|
|
— |
|
|
GUARDIAN SAVINGS |
|
0029058 |
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|
|
|
|
— |
|
|
JODA PARTNERSHIP |
|
0035493 |
|
|
|
|
|
— |
|
|
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ (▇) |
|
▇▇▇▇▇▇▇ |
|
|
|
|
|
— |
|
|
LOS CIPRESES |
|
0035726 |
|
|
|
|
|
— |
|
|
NATIONAL PICTURE FRAME |
|
0034496 |
|
|
|
|
|
— |
|
|
NATIONAL STEEL (P) |
|
0035204 |
|
|
|
|
|
— |
|
|
NEUVANT |
|
0035266 |
|
|
|
|
|
— |
|
|
PROGRESSIVE DAIRIES |
|
0034819 |
|
|
|
|
|
— |
|
|
▇▇▇▇▇▇▇▇ EQUIPMENT |
|
0031229 |
|
|
|
|
|
— |
|
|
TRISM EQUIPMENT |
|
0034129 |
|
|
|
|
|
— |
|
|
TYLER JET |
|
0034861 |
|
|
|
|
|
— |
|
|
VALLEY MEDIA (P) |
|
0034418 |
|
|
|
|
|
— |
|
|
WELDED TUBE (LTV) |
|
0036682 |
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
— |
|
As of April 30, 2004
Schedule 1.1(b)(xv)
Designated Excluded Assets
|
Customer Name |
|
Lease Sched |
|
Property Class Long |
|
Equipment Desc Short |
|
NAV as of |
|
|
BNJ SALES COMPANY, LLC |
|
1002511 |
|
AIRCRAFT JET UNSECURED |
|
191QS |
|
23,335,982 |
|
|
BOEING COMPANY, THE |
|
0037137-001 |
|
AIRCRAFT JET |
|
BBJ |
|
43,129,552 |
|
|
BOEING COMPANY, THE |
|
0037137-002 |
|
AIRCRAFT JET |
|
BBJ |
|
1,110,750 |
|
|
BOEING COMPANY, THE |
|
0037459-001 |
|
AIRCRAFT JET |
|
BBJ |
|
26,226,387 |
|
|
BOEING COMPANY, THE |
|
0037459-002 |
|
AIRCRAFT JET |
|
BBJ |
|
20,680,875 |
|
|
BOEING COMPANY, THE |
|
0037459-003 |
|
AIRCRAFT JET |
|
BBJ |
|
3,889,464 |
|
|
BOEING SPACE AND |
|
0040985-001 |
|
AIRCRAFT NON-PRODUCT HELICOPTE |
|
EUROCOPTER |
|
3,201,514 |
|
|
BOEING SPACE AND |
|
0040985-002 |
|
AIRCRAFT NON-PRODUCT HELICOPTE |
|
EUROCOPTER |
|
3,195,212 |
|
|
CITRUS WORLD, INC. |
|
0040774-001 |
|
FOOD PROCESSING EQUIPMENT |
|
LAND AND EQUIPMENT |
|
962,423 |
|
|
CITRUS WORLD, INC. |
|
0040774-002 |
|
FOOD PROCESSING EQUIPMENT |
|
LAND AND EQUIPMENT |
|
459,581 |
|
|
CITRUS WORLD, INC. |
|
0040774-003 |
|
FOOD PROCESSING EQUIPMENT |
|
LAND AND EQUIPMENT |
|
7,960,910 |
|
|
CITRUS WORLD, INC. |
|
0040774-004 |
|
FOOD PROCESSING EQUIPMENT |
|
LAND AND EQUIPMENT |
|
8,478,197 |
|
|
CITRUS WORLD, INC. |
|
0040774-005 |
|
FOOD PROCESSING EQUIPMENT |
|
LAND AND EQUIPMENT |
|
8,379,195 |
|
|
CITRUS WORLD, INC. |
|
0040774-006 |
|
FOOD PROCESSING EQUIPMENT |
|
LAND AND EQUIPMENT |
|
16,121,203 |
|
|
▇▇▇▇▇▇ DISTRIBUTION |
|
0034529-001 |
|
MISCELLANEOUS |
|
OIL STORAGE TANKS |
|
43,087 |
|
|
GUARDIAN SAVINGS AND LOAN |
|
1004811 |
|
NON-EQUIPMENT |
|
MARKETABLE SECURITY |
|
— |
|
|
GOLDEN GEMS |
|
1004511 |
|
FOOD PROCESSING EQUIPMENT |
|
E TANK FARM |
|
503,729 |
|
|
GOLDEN GEMS |
|
1004512 |
|
FOOD PROCESSING EQUIPMENT |
|
FOR GOLDEN GEM GROWERS |
|
— |
|
|
▇▇▇▇▇ ▇. KHALIFA |
|
0041407-101 |
|
AIRCRAFT JET |
|
BBJ |
|
36,691,097 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total NAV |
|
204,369,157 |
|
Please note that the following interests are also excluded:
(1) A 1% partnership interest in MDFC/Mitsui Leasing Partnership, a California general partnership.
(2) A 1% membership interest in Portland Tube Facility, L.L.C., a Delaware limited liability company.
(3) A 13% beneficial interest in Bethlehem Steel Corp 2000 Equipment Trust No. 1.
(4) A 12.684% partnership interest in Cylinder Head Line Partnership, consisting of a portion of the “Seller’s Interest” as referenced in the Participation Agreement, dated as of August 26, 2002, by and between Transamerica Equipment Financial Services Corporation and BCC Equipment Leasing Corporation, a Delaware corporation, and the Participation Agreement, dated as of August 27, 2002, by and between UPS Capital Corporation, a Delaware corporation, and BCC Equipment Leasing Corporation, a Delaware corporation.
(5) The Color Line and Gateway interests referenced on Exhibit A to the Servicing Agreement.
Schedule 1.2(b)(v)
Advance Rents, Deposits, Maintenance, Reserves or Other Payments or Deposits
See Schedule 3.2(g)(ii).
Schedule 1.3
|
Customer Name |
|
Lease Schedule (IER) |
|
Adjusted
NAV |
|
Booked Residual |
|
|
ACCESS LEASING CORPORATION |
|
1000111 |
|
1,842,067 |
|
|
|
|
ADELPHIA COMMUNICATIONS CORP. |
|
0035171-001 |
|
245,148 |
|
63,581 |
|
|
ADELPHIA COMMUNICATIONS CORP. |
|
0035171-002 |
|
3,089,255 |
|
801,921 |
|
|
ADELPHIA COMMUNICATIONS CORP. |
|
0035171-003 |
|
561,220 |
|
135,124 |
|
|
AERO TOY STORE, INC. |
|
1000311 |
|
8,615,783 |
|
|
|
|
AERO TOY STORE, INC. |
|
1000312 |
|
5,951,131 |
|
|
|
|
AERO TOY STORE, INC. |
|
1000313 |
|
13,719,832 |
|
|
|
|
AERO TOY STORE, INC. |
|
1000316 |
|
2,040,110 |
|
|
|
|
AERO TOY STORE, INC. |
|
1000317 |
|
13,920,779 |
|
|
|
|
AERO TOY STORE, INC. |
|
1000318 |
|
4,522,377 |
|
|
|
|
AERODYNAMICS, INC |
|
0043021-001 |
|
3,974,391 |
|
3,832,448 |
|
|
AEROSERVICIOS CORPORATIVOS |
|
0039482-001 |
|
9,347,862 |
|
6,037,500 |
|
|
AEROSERVICIOS DINAMICOS, S.A. |
|
0034185-001 |
|
5,761,920 |
|
— |
|
|
AEROSERVICIOS VANGUARDIA, S.A. |
|
1000211 |
|
6,364,515 |
|
|
|
|
AEROVITRO. S.A. DE C.V. |
|
0038971-001 |
|
37,789,492 |
|
25,500,000 |
|
|
ALL ERECTION & CRANE RENTAL CO |
|
1000912 |
|
178,356 |
|
|
|
|
ALL ERECTION & CRANE RENTAL CO |
|
1000921 |
|
808,861 |
|
|
|
|
ALL ERECTION & CRANE RENTAL CO |
|
1000922 |
|
241,694 |
|
|
|
|
ALL ERECTION & CRANE RENTAL CO |
|
1000923 |
|
523,241 |
|
|
|
|
ALL ERECTION & CRANE RENTAL CO |
|
1000924 |
|
452,439 |
|
|
|
|
ALL ERECTION & CRANE RENTAL CO |
|
1000925 |
|
47,668 |
|
|
|
|
AMERICAN COLOR GRAPHICS |
|
0032684-107 |
|
2,309,252 |
|
— |
|
|
AMERICAN COLOR GRAPHICS |
|
0032684-108 |
|
107,575 |
|
— |
|
|
AMERICAN COLOR GRAPHICS |
|
0033365-103 |
|
80,670 |
|
— |
|
|
AMERICAN COLOR GRAPHICS |
|
0033365-301 |
|
192,556 |
|
— |
|
|
AMERICAN COLOR GRAPHICS |
|
0033365-401 |
|
63,751 |
|
— |
|
|
AMERICAN COLOR GRAPHICS |
|
0033365-402 |
|
2,029,931 |
|
— |
|
|
AMERICAN COLOR GRAPHICS |
|
0033365-501 |
|
47,232 |
|
— |
|
|
AMERICAN COLOR GRAPHICS |
|
0033365-502 |
|
8,967 |
|
— |
|
|
AMERICAN COLOR GRAPHICS |
|
0033365-602 |
|
15,152 |
|
— |
|
|
AMERICAN COLOR GRAPHICS |
|
0033365-702 |
|
112,576 |
|
— |
|
|
AMERICAN RAILCAR INDUSTRIES |
|
1001211 |
|
6,896,017 |
|
|
|
|
AMERICAN RAILCAR INDUSTRIES |
|
1001222 |
|
10,021,354 |
|
|
|
|
AMERICAN STANDARD INC. |
|
0031203-009 |
|
66,541 |
|
50,278 |
|
|
AMERICAN STANDARD INC. |
|
0031203-013 |
|
38,192 |
|
8,450 |
|
|
AMERICAN STANDARD INC. |
|
0031203-027 |
|
39,104 |
|
24,525 |
|
|
AMERICAN STANDARD INC. |
|
0031203-032 |
|
6,937 |
|
7,078 |
|
|
AMERICAN STANDARD INC. |
|
0031203-035 |
|
27,497 |
|
23,946 |
|
|
AMERICAN STANDARD INC. |
|
0031203-036 |
|
36,666 |
|
22,400 |
|
|
AMERICAN STANDARD INC. |
|
0031203-038 |
|
106,444 |
|
112,582 |
|
|
AMERICAN STANDARD INC. |
|
0031203-042 |
|
17,875 |
|
6,492 |
|
|
AMERICAN STANDARD INC. |
|
0031203-046 |
|
6,256 |
|
6,384 |
|
|
AMERICAN STANDARD INC. |
|
0031203-050 |
|
26,913 |
|
27,463 |
|
|
AMERICAN STANDARD INC. |
|
0031203-051 |
|
55,506 |
|
35,861 |
|
|
AMERICAN STANDARD INC. |
|
0031203-053 |
|
374,143 |
|
363,882 |
|
|
AMERICAN STANDARD INC. |
|
0031203-054 |
|
93,092 |
|
88,433 |
|
|
AMERICAN STANDARD INC. |
|
0031203-055 |
|
93,090 |
|
88,431 |
|
|
AMERICAN STANDARD INC. |
|
0031203-056 |
|
53,024 |
|
50,370 |
|
|
AMERICAN STANDARD INC. |
|
0031203-057 |
|
53,024 |
|
50,370 |
|
|
AMERICAN STANDARD INC. |
|
0031203-058 |
|
125,263 |
|
116,077 |
|
|
AMERICAN STANDARD INC. |
|
0031203-059 |
|
512,030 |
|
492,940 |
|
|
AMERICAN STANDARD INC. |
|
0031203-060 |
|
31,889 |
|
28,000 |
|
|
AMERICAN STANDARD INC. |
|
0031203-063 |
|
422,602 |
|
367,479 |
|
|
AMERICAN STANDARD INC. |
|
0031203-064 |
|
139,562 |
|
116,060 |
|
|
AMERICAN STANDARD INC. |
|
0031203-065 |
|
106,557 |
|
88,426 |
|
|
AMERICAN STANDARD INC. |
|
0031203-066 |
|
59,193 |
|
50,493 |
|
|
AMERICAN STANDARD INC. |
|
0031203-067 |
|
57,335 |
|
47,679 |
|
|
AMERICAN STANDARD INC. |
|
0031203-068 |
|
183,341 |
|
153,125 |
|
|
AMERICAN STANDARD INC. |
|
0031203-069 |
|
177,594 |
|
145,471 |
|
|
AMERICAN STANDARD INC. |
|
0031203-070 |
|
59,773 |
|
47,687 |
|
|
AMERICAN STANDARD INC. |
|
0031203-072 |
|
118,092 |
|
90,895 |
|
|
AMERICAN STANDARD INC. |
|
0031203-073 |
|
210,487 |
|
161,875 |
|
|
AMERICAN STANDARD INC. |
|
0031203-074 |
|
65,323 |
|
50,493 |
|
|
AMERICAN STANDARD INC. |
|
0031203-075 |
|
51,657 |
|
39,200 |
|
|
AMERICAN STANDARD INC. |
|
0031203-076 |
|
456,528 |
|
346,500 |
|
|
AMERICAN STANDARD INC. |
|
0031203-077 |
|
27,678 |
|
5,005 |
|
|
AMERICAN STANDARD INC. |
|
0031203-078 |
|
126,383 |
|
94,500 |
|
|
AMERICAN STANDARD INC. |
|
0031203-079 |
|
845,672 |
|
684,424 |
|
|
AMERICAN STANDARD INC. |
|
0031203-080 |
|
60,413 |
|
9,672 |
|
|
AMERICAN STANDARD INC. |
|
0031203-081 |
|
880,892 |
|
686,834 |
|
|
AMERICAN STANDARD INC. |
|
0031203-082 |
|
471,016 |
|
323,750 |
|
|
AMERICAN STANDARD INC. |
|
0031203-105 |
|
(4,771 |
) |
1 |
|
1
|
Customer Name |
|
Lease Schedule (IER) |
|
Adjusted
NAV |
|
Booked Residual |
|
|
AMERICAN STANDARD INC. |
|
0031203-452 |
|
160,748 |
|
161,000 |
|
|
ASSOCIATED HYGIENIC PRODUCTS |
|
0034085-101 |
|
1,175,456 |
|
— |
|
|
ATOLL HOLDINGS LIMITED |
|
0037304-001 |
|
2,219,793 |
|
2,339,956 |
|
|
AUTOCAM CORPORATION |
|
1001811 |
|
3,355,085 |
|
|
|
|
AVPRO, INC. |
|
1001911 |
|
1,265,005 |
|
|
|
|
BELLEVUE JET PARTNERS LLC |
|
1002111 |
|
3,399,200 |
|
|
|
|
▇▇▇▇▇▇ SHIPBUILDING & REPAIR |
|
1002211 |
|
11,844,419 |
|
|
|
|
▇▇▇▇▇▇ SHIPBUILDING & REPAIR |
|
1002222 |
|
2,814,085 |
|
|
|
|
BETHLEHEM STEEL CORP. |
|
0037515-001 |
|
10,363,395 |
|
3,843,000 |
|
|
BETTER MATERIALS CORPORATION |
|
0039182-001 |
|
91,134 |
|
— |
|
|
BETTER MATERIALS CORPORATION |
|
0039182-002 |
|
91,134 |
|
— |
|
|
BETTER MATERIALS CORPORATION |
|
0039182-003 |
|
89,598 |
|
— |
|
|
BETTER MATERIALS CORPORATION |
|
0039182-004 |
|
89,598 |
|
— |
|
|
BETTER MATERIALS CORPORATION |
|
0039182-005 |
|
101,184 |
|
— |
|
|
BETTER MATERIALS CORPORATION |
|
0039182-006 |
|
188,513 |
|
— |
|
|
BETTER MATERIALS CORPORATION |
|
0039182-007 |
|
94,533 |
|
— |
|
|
BETTER MATERIALS CORPORATION |
|
0039182-008 |
|
226,116 |
|
— |
|
|
BETTER MATERIALS CORPORATION |
|
0039182-009 |
|
171,803 |
|
— |
|
|
BETTER MATERIALS CORPORATION |
|
0039182-010 |
|
298,887 |
|
— |
|
|
BETTER MATERIALS CORPORATION |
|
0039182-011 |
|
213,692 |
|
— |
|
|
BISON AIR CORPORATION |
|
0034942-001 |
|
3,263,522 |
|
2,950,000 |
|
|
BISON AIR CORPORATION |
|
0034942-002 |
|
238,907 |
|
190,000 |
|
|
BISON AIR CORPORATION |
|
0034942-003 |
|
274,870 |
|
203,572 |
|
|
BOEING COMPANY, THE |
|
0038060-001 |
|
17,607,627 |
|
14,977,270 |
|
|
BOEING COMPANY, THE |
|
0038060-002 |
|
4,966,078 |
|
4,150,725 |
|
|
BOEING COMPANY, THE |
|
0038360-001 |
|
17,847,355 |
|
14,977,270 |
|
|
BOEING COMPANY, THE |
|
0038360-002 |
|
4,771,328 |
|
3,949,286 |
|
|
BOEING COMPANY, THE |
|
0043675-001 |
|
24,786,787 |
|
17,766,154 |
|
|
BONHAM C-P-D-J-E, INC. |
|
0040296-001 |
|
443,200 |
|
443,200 |
|
|
BRASPETRO OIL SERVICES CO. |
|
1011211 |
|
28,906,721 |
|
|
|
|
BRASPETRO OIL SERVICES CO. |
|
0035659-001 |
|
37,220,178 |
|
27,869,410 |
|
|
BRASPETRO OIL SERVICES CO. |
|
0035659-002 |
|
9,585,502 |
|
7,473,133 |
|
|
BUCYRUS INTERNATIONAL, INC. |
|
0033729-001 |
|
512,063 |
|
284,270 |
|
|
BUCYRUS INTERNATIONAL, INC. |
|
0039940-001 |
|
7,351,321 |
|
— |
|
|
CAE USA, INC. |
|
0032678-001 |
|
4,009,118 |
|
3,220,000 |
|
|
CAMROSE PIPE CORPORATION |
|
0043143-001 |
|
11,548,120 |
|
4,133,704 |
|
|
CENTROBE, INC. |
|
0033929-104 |
|
10,323 |
|
— |
|
|
CERIDIAN INC. |
|
0034485-003 |
|
10,309,698 |
|
9,195,240 |
|
|
CHI AVIATION |
|
0042401-001 |
|
5,695,107 |
|
4,950,514 |
|
|
▇▇▇▇▇▇▇▇ PROCESSED FOODS, LLC |
|
0034141-001 |
|
34,026 |
|
7,000 |
|
|
▇▇▇▇▇▇▇▇ PROCESSED FOODS, LLC |
|
0034141-002 |
|
116,148 |
|
116,667 |
|
|
▇▇▇▇▇▇▇▇ PROCESSED FOODS, LLC |
|
0034141-102 |
|
116,148 |
|
116,667 |
|
|
▇▇▇▇▇▇▇▇ PROCESSED FOODS, LLC |
|
0034141-202 |
|
116,148 |
|
116,667 |
|
|
CITATION CORPORATION |
|
1002811 |
|
4,778,197 |
|
|
|
|
COASTAL TOWING, INC. |
|
1002913 |
|
1,723,775 |
|
|
|
|
COASTAL TOWING, INC. |
|
1002914 |
|
5,067,109 |
|
|
|
|
COASTAL TOWING, INC. |
|
1002915 |
|
643,131 |
|
|
|
|
COASTAL TOWING, INC. |
|
1002916 |
|
1,507,506 |
|
|
|
|
▇▇▇▇▇▇▇ CABLE ACQUISITION, INC |
|
1003011 |
|
6,862,806 |
|
|
|
|
|
|
|
|
|
|
|
|
|
CONSOLIDATED CONTAINER CO. |
|
0033985-001 |
|
3,922,418 |
|
— |
|
|
CONTAINER APPLICATION INTL,INC |
|
0032631-001 |
|
859,951 |
|
627,162 |
|
|
CONTAINER APPLICATION INTL,INC |
|
0032631-002 |
|
862,772 |
|
580,309 |
|
|
CONTAINER APPLICATION INTL,INC |
|
0032631-003 |
|
829,605 |
|
451,699 |
|
|
CONTAINER APPLICATION INTL,INC |
|
0032631-004 |
|
209,754 |
|
115,367 |
|
|
CONTAINER APPLICATION INTL,INC |
|
0032631-005 |
|
3,698,450 |
|
1,351,216 |
|
|
CONTAINER APPLICATION INTL,INC |
|
0032631-006 |
|
1,938,869 |
|
683,377 |
|
|
CORPORATE JETS, INC. |
|
0037360-001 |
|
583,174 |
|
350,000 |
|
|
CORPORATE JETS, INC. |
|
0037360-002 |
|
583,174 |
|
350,000 |
|
|
CORPORATE JETS, INC. |
|
0037360-003 |
|
1,104,828 |
|
715,000 |
|
|
CORPORATE JETS, INC. |
|
0037360-004 |
|
3,143,314 |
|
1,811,143 |
|
|
CORPORATE JETS, INC. |
|
0037360-005 |
|
538,683 |
|
323,750 |
|
|
CORPORATE JETS, INC. |
|
0037360-006 |
|
1,062,234 |
|
687,500 |
|
|
CORPORATE JETS, INC. |
|
0037360-007 |
|
2,608,414 |
|
1,665,400 |
|
|
CORPORATE JETS, INC. |
|
0037360-008 |
|
2,713,157 |
|
1,711,446 |
|
|
CREATIVE GOLF MANAGEMENT, INC. |
|
0037893-001 |
|
459,887 |
|
407,750 |
|
|
CREDENCE CAPITAL CORPORATION |
|
1003311 |
|
627,201 |
|
|
|
|
CREDENCE CAPITAL CORPORATION |
|
1003312 |
|
603,365 |
|
|
|
|
CREDENCE CAPITAL CORPORATION |
|
1003313 |
|
577,193 |
|
|
|
|
CRONOS CONTAINER |
|
0032591-001 |
|
1,358,741 |
|
1,072,614 |
|
|
CRONOS CONTAINER |
|
0032591-005 |
|
496,114 |
|
280,325 |
|
2
|
Customer Name |
|
Lease Schedule (IER) |
|
Adjusted
NAV |
|
Booked Residual |
|
|
CRONOS CONTAINER |
|
0032591-006 |
|
468,944 |
|
295,417 |
|
|
CRONOS CONTAINER |
|
0032591-007 |
|
1,658,910 |
|
1,134,231 |
|
|
CRONOS CONTAINER |
|
0032591-008 |
|
794,610 |
|
507,259 |
|
|
CRONOS CONTAINER |
|
0032591-009 |
|
1,753,070 |
|
891,470 |
|
|
CRONOS CONTAINER |
|
0032591-010 |
|
2,072,395 |
|
1,078,528 |
|
|
CRONOS CONTAINER |
|
0032591-011 |
|
1,055,752 |
|
671,617 |
|
|
CRONOS CONTAINER |
|
0032591-012 |
|
2,936,301 |
|
1,863,905 |
|
|
CRONOS CONTAINER |
|
0032591-013 |
|
528,849 |
|
267,998 |
|
|
CRONOS CONTAINER |
|
0032591-014 |
|
423,921 |
|
214,825 |
|
|
CSU TRANSPORT INC. |
|
1011711 |
|
118,144 |
|
|
|
|
CSU TRANSPORT INC. |
|
0039171-001 |
|
16,332 |
|
— |
|
|
CSU TRANSPORT INC. |
|
0039171-002 |
|
19,851 |
|
— |
|
|
CSU TRANSPORT INC. |
|
0039171-003 |
|
142,584 |
|
— |
|
|
CSU TRANSPORT INC. |
|
0039171-004 |
|
32,194 |
|
— |
|
|
CSU TRANSPORT INC. |
|
0039171-005 |
|
4,194 |
|
— |
|
|
CSU TRANSPORT INC. |
|
0039171-006 |
|
66,059 |
|
— |
|
|
CSU TRANSPORT INC. |
|
0039171-007 |
|
79,764 |
|
— |
|
|
CSU TRANSPORT INC. |
|
0039171-008 |
|
46,062 |
|
— |
|
|
CSU TRANSPORT INC. |
|
0039171-009 |
|
74,108 |
|
— |
|
|
CSU TRANSPORT INC. |
|
0039171-010 |
|
69,726 |
|
— |
|
|
CSU TRANSPORT INC. |
|
0039171-011 |
|
17,214 |
|
— |
|
|
CSU TRANSPORT INC. |
|
0039171-012 |
|
9,927 |
|
— |
|
|
CSU TRANSPORT INC. |
|
0039171-014 |
|
9,926 |
|
— |
|
|
CSU TRANSPORT INC. |
|
0039171-015 |
|
80,232 |
|
— |
|
|
CSU TRANSPORT INC. |
|
0039171-018 |
|
4,964 |
|
— |
|
|
CSU TRANSPORT INC. |
|
0039171-019 |
|
19,855 |
|
— |
|
|
CSU TRANSPORT INC. |
|
0039171-021 |
|
87,016 |
|
— |
|
|
CSU TRANSPORT INC. |
|
0039171-024 |
|
67,748 |
|
— |
|
|
CSU TRANSPORT INC. |
|
0039171-025 |
|
16,444 |
|
— |
|
|
CSU TRANSPORT INC. |
|
0039171-026 |
|
8,010 |
|
— |
|
|
DALLAS AIRMOTIVE, INC |
|
0033907-001 |
|
3,343,524 |
|
2,776,043 |
|
|
▇▇▇ RIVER, INC. |
|
0034752-001 |
|
1,160,554 |
|
995,904 |
|
|
▇▇▇ RIVER, INC. |
|
0034752-002 |
|
653,605 |
|
534,911 |
|
|
▇▇▇ RIVER, INC. |
|
0034752-003 |
|
1,140,754 |
|
933,660 |
|
|
▇▇▇ RIVER, INC. |
|
0034752-004 |
|
66,851 |
|
45,838 |
|
|
▇▇▇ RIVER, INC. |
|
0034752-005 |
|
132,986 |
|
104,975 |
|
|
▇▇▇ RIVER, INC. |
|
0034752-006 |
|
396,888 |
|
313,300 |
|
|
▇▇▇ RIVER, INC. |
|
0034752-007 |
|
382,092 |
|
301,860 |
|
|
▇▇▇ RIVER, INC. |
|
0034752-008 |
|
263,512 |
|
201,240 |
|
|
▇▇▇ RIVER, INC. |
|
0034918-001 |
|
4,030,860 |
|
3,835,250 |
|
|
DAYCO PRODUCTS, INC. |
|
1003511 |
|
10,987,131 |
|
|
|
|
DEL MONTE FOODS CORP |
|
0034096-001 |
|
42,092 |
|
42,092 |
|
|
DEL MONTE FOODS CORP |
|
0034096-002 |
|
22,081 |
|
11,486 |
|
|
DEL MONTE FOODS CORP |
|
0034096-003 |
|
8,056 |
|
3,560 |
|
|
DEL MONTE FOODS CORP |
|
0034096-004 |
|
54,183 |
|
39,378 |
|
|
DEL MONTE FOODS CORP |
|
0034096-006 |
|
30,789 |
|
16,700 |
|
|
DEL MONTE FOODS CORP |
|
0034096-008 |
|
11,920 |
|
9 |
|
|
DEL MONTE FOODS CORP |
|
0034096-009 |
|
63,287 |
|
17,467 |
|
|
DEL MONTE FOODS CORP |
|
0034096-011 |
|
9,422 |
|
1,777 |
|
|
DEL MONTE FOODS CORP |
|
0034096-012 |
|
45,837 |
|
38,619 |
|
|
DEL MONTE FOODS CORP |
|
0034096-013 |
|
50,195 |
|
38,368 |
|
|
DEL MONTE FOODS CORP |
|
0034096-014 |
|
92,615 |
|
52,522 |
|
|
DEL MONTE FOODS CORP |
|
0034096-015 |
|
83,561 |
|
47,387 |
|
|
DEL MONTE FOODS CORP |
|
0034096-016 |
|
60,316 |
|
21,352 |
|
|
DEL MONTE FOODS CORP |
|
0034096-017 |
|
32,845 |
|
8,754 |
|
|
DELTA AIRLINES |
|
0043408-001 |
|
14,854 |
|
2,900 |
|
|
DELTA AIRLINES |
|
0043408-002 |
|
153,176 |
|
54,092 |
|
|
DELTA AIRLINES |
|
0043408-003 |
|
439,423 |
|
144,066 |
|
|
DELTA AIRLINES |
|
0043408-004 |
|
72,556 |
|
21,371 |
|
|
DELTA AIRLINES |
|
0043408-005 |
|
33,265 |
|
5,956 |
|
|
DELTA AIRLINES |
|
0043408-006 |
|
83,808 |
|
14,807 |
|
|
DELTA AIRLINES |
|
0043408-007 |
|
138,623 |
|
23,318 |
|
|
DELTA AIRLINES |
|
0043408-008 |
|
189,791 |
|
32,065 |
|
|
DELTA AIRLINES |
|
0043408-009 |
|
1,064,383 |
|
170,831 |
|
|
DELTA AIRLINES |
|
0043408-010 |
|
79,241 |
|
12,759 |
|
|
DELTA AIRLINES |
|
0043408-011 |
|
127,098 |
|
27,092 |
|
|
DELTA AIRLINES |
|
0043408-012 |
|
236,772 |
|
49,182 |
|
|
DELTA AIRLINES |
|
0043408-013 |
|
52,787 |
|
10,895 |
|
|
DELTA AIRLINES |
|
0043408-014 |
|
237,683 |
|
48,020 |
|
|
DELTA AIRLINES |
|
0043408-015 |
|
55,071 |
|
10,942 |
|
|
DELTA AIRLINES |
|
0043408-016 |
|
44,414 |
|
8,677 |
|
|
DELTA AIRLINES |
|
0043408-017 |
|
11,209 |
|
840 |
|
3
|
Customer Name |
|
Lease Schedule (IER) |
|
Adjusted
NAV |
|
Booked Residual |
|
|
DELTA AIRLINES |
|
0043408-018 |
|
199,168 |
|
25,193 |
|
|
DELTA AIRLINES |
|
0043408-019 |
|
25,534 |
|
4,572 |
|
|
DELTA AIRLINES |
|
0043408-020 |
|
50,916 |
|
8,172 |
|
|
DELTA AIRLINES |
|
0043408-021 |
|
19,457 |
|
3,133 |
|
|
DELTA AIRLINES |
|
0043408-022 |
|
14,824 |
|
2,367 |
|
|
DELTA AIRLINES |
|
0043408-023 |
|
25,219 |
|
3,803 |
|
|
DELTA AIRLINES |
|
0043408-024 |
|
3,594 |
|
261 |
|
|
DELTA AIRLINES |
|
0043408-025 |
|
5,025 |
|
359 |
|
|
DELTA AIRLINES |
|
0043408-026 |
|
28,742 |
|
5,807 |
|
|
DELTA AIRLINES |
|
0043408-027 |
|
59,912 |
|
10,123 |
|
|
DELTA AIRLINES |
|
0043408-028 |
|
55,648 |
|
8,931 |
|
|
DELTA AIRLINES |
|
0043408-029 |
|
18,056 |
|
2,896 |
|
|
DELTA AIRLINES |
|
0043408-030 |
|
17,724 |
|
2,981 |
|
|
DELTA AIRLINES |
|
0043408-031 |
|
50,916 |
|
8,172 |
|
|
DELTA AIRLINES |
|
0043408-032 |
|
11,595 |
|
2,263 |
|
|
DELTA AIRLINES |
|
0043408-033 |
|
108,033 |
|
17,339 |
|
|
DELTA AIRLINES |
|
0043408-034 |
|
29,204 |
|
4,663 |
|
|
DELTA AIRLINES |
|
0043408-035 |
|
30,964 |
|
6,152 |
|
|
DELTA AIRLINES |
|
0043408-036 |
|
8,211 |
|
606 |
|
|
DELTA AIRLINES |
|
0043408-037 |
|
118,677 |
|
13,030 |
|
|
DELTA AIRLINES |
|
0043408-038 |
|
15,020 |
|
2,900 |
|
|
DELTA AIRLINES |
|
0043408-039 |
|
102,124 |
|
20,291 |
|
|
DELTA AIRLINES |
|
0043408-040 |
|
60,081 |
|
11,600 |
|
|
DELTA AIRLINES |
|
0043408-041 |
|
62,430 |
|
11,629 |
|
|
DELTA AIRLINES |
|
0043408-042 |
|
42,494 |
|
7,508 |
|
|
DELTA AIRLINES |
|
0043408-043 |
|
29,178 |
|
5,797 |
|
|
DELTA AIRLINES |
|
0043408-044 |
|
16,762 |
|
2,961 |
|
|
DELTA AIRLINES |
|
0043408-045 |
|
40,681 |
|
6,862 |
|
|
DELTA AIRLINES |
|
0043408-046 |
|
42,804 |
|
6,860 |
|
|
DELTA AIRLINES |
|
0043408-047 |
|
64,122 |
|
10,286 |
|
|
DELTA AIRLINES |
|
0043408-048 |
|
70,387 |
|
10,557 |
|
|
DELTA AIRLINES |
|
0043408-049 |
|
46,923 |
|
9,480 |
|
|
DELTA AIRLINES |
|
0043408-050 |
|
10,182 |
|
861 |
|
|
DELTA AIRLINES |
|
0043408-051 |
|
10,404 |
|
868 |
|
|
DELTA AIRLINES |
|
0043408-052 |
|
10,564 |
|
869 |
|
|
DELTA AIRLINES |
|
0043408-053 |
|
21,761 |
|
1,740 |
|
|
DELTA AIRLINES |
|
0043408-054 |
|
375,186 |
|
48,277 |
|
|
DELTA AIRLINES |
|
0043408-055 |
|
189,084 |
|
24,320 |
|
|
DELTA AIRLINES |
|
0043408-056 |
|
18,523 |
|
2,973 |
|
|
DELTA AIRLINES |
|
0043408-057 |
|
28,742 |
|
5,807 |
|
|
DELTA AIRLINES |
|
0043408-058 |
|
54,341 |
|
9,141 |
|
|
DELTA AIRLINES |
|
0043408-059 |
|
59,912 |
|
10,123 |
|
|
DELTA AIRLINES |
|
0043408-060 |
|
30,167 |
|
4,842 |
|
|
DELTA AIRLINES |
|
0043408-061 |
|
33,150 |
|
6,476 |
|
|
DELTA AIRLINES |
|
0043408-062 |
|
27,856 |
|
5,786 |
|
|
DELTA AIRLINES |
|
0043408-063 |
|
54,810 |
|
16,144 |
|
|
DELTA AIRLINES |
|
0043408-064 |
|
59,912 |
|
10,123 |
|
|
DELTA AIRLINES |
|
0043408-065 |
|
74,092 |
|
11,892 |
|
|
DELTA AIRLINES |
|
0043408-066 |
|
33,565 |
|
5,404 |
|
|
DELTA AIRLINES |
|
0043408-067 |
|
58,357 |
|
11,595 |
|
|
DELTA AIRLINES |
|
0043408-068 |
|
27,305 |
|
5,945 |
|
|
DELTA AIRLINES |
|
0043408-069 |
|
16,785 |
|
2,966 |
|
|
DELTA AIRLINES |
|
0043408-070 |
|
18,195 |
|
3,513 |
|
|
DELTA AIRLINES |
|
0043408-071 |
|
95,677 |
|
16,166 |
|
|
DELTA AIRLINES |
|
0043408-072 |
|
79,352 |
|
12,736 |
|
|
DELTA AIRLINES |
|
0043408-073 |
|
49,296 |
|
7,937 |
|
|
DELTA AIRLINES |
|
0043408-074 |
|
136,115 |
|
21,733 |
|
|
DELTA AIRLINES |
|
0043408-075 |
|
64,402 |
|
12,796 |
|
|
DELTA AIRLINES |
|
0043408-076 |
|
65,354 |
|
12,767 |
|
|
DELTA AIRLINES |
|
0043408-077 |
|
33,152 |
|
6,401 |
|
|
DELTA AIRLINES |
|
0043408-078 |
|
59,912 |
|
10,123 |
|
|
DELTA AIRLINES |
|
0043408-079 |
|
58,357 |
|
11,595 |
|
|
DELTA AIRLINES |
|
0043408-080 |
|
25,534 |
|
4,572 |
|
|
DELTA AIRLINES |
|
0043408-081 |
|
30,040 |
|
5,800 |
|
|
DELTA AIRLINES |
|
0043408-082 |
|
13,052 |
|
2,195 |
|
|
DELTA AIRLINES |
|
0043408-083 |
|
2,575 |
|
199 |
|
|
DELTA AIRLINES |
|
0043408-084 |
|
59,912 |
|
10,123 |
|
|
DELTA AIRLINES |
|
0043408-085 |
|
38,914 |
|
6,266 |
|
|
DELTA AIRLINES |
|
0043408-086 |
|
50,788 |
|
15,247 |
|
|
DELTA AIRLINES |
|
0043408-087 |
|
18,773 |
|
2,107 |
|
|
DELTA AIRLINES |
|
0043408-088 |
|
59,912 |
|
10,123 |
|
|
DELTA AIRLINES |
|
0043408-089 |
|
16,294 |
|
2,973 |
|
4
|
Customer Name |
|
Lease Schedule (IER) |
|
Adjusted
NAV |
|
Booked Residual |
|
|
DELTA AIRLINES |
|
0043408-090 |
|
59,912 |
|
10,123 |
|
|
DESOTO JORDAN |
|
0040241-001 |
|
521,613 |
|
423,500 |
|
|
▇▇▇▇▇ PET CARE COMPANY |
|
1003711 |
|
2,271,566 |
|
|
|
|
▇▇▇▇▇ PET CARE COMPANY |
|
1003712 |
|
2,406,179 |
|
|
|
|
▇▇▇▇▇ PET CARE COMPANY |
|
0034982-001 |
|
416,703 |
|
231,533 |
|
|
▇▇▇▇▇ PET CARE COMPANY |
|
0034982-002 |
|
406,553 |
|
225,173 |
|
|
▇▇▇▇▇ PET CARE COMPANY |
|
0034982-003 |
|
181,854 |
|
101,082 |
|
|
▇▇▇▇▇ PET CARE COMPANY |
|
0034982-004 |
|
153,747 |
|
85,464 |
|
|
▇▇▇▇▇ PET CARE COMPANY |
|
0034982-005 |
|
520,510 |
|
288,197 |
|
|
▇▇▇▇▇ PET CARE COMPANY |
|
0034982-006 |
|
280,390 |
|
153,783 |
|
|
▇▇▇▇▇ PET CARE COMPANY |
|
0034982-007 |
|
126,900 |
|
69,506 |
|
|
▇▇▇▇▇ PET CARE COMPANY |
|
0034982-008 |
|
101,217 |
|
54,726 |
|
|
▇▇▇▇▇ PET CARE COMPANY |
|
0034982-009 |
|
246,121 |
|
132,617 |
|
|
▇▇▇▇▇ PET CARE COMPANY |
|
0034982-010 |
|
134,924 |
|
71,604 |
|
|
▇▇▇▇▇ PET CARE COMPANY |
|
0034982-011 |
|
102,528 |
|
54,318 |
|
|
▇▇▇▇▇ PET CARE COMPANY |
|
0034982-012 |
|
4,179 |
|
2,882 |
|
|
▇▇▇▇▇ PET CARE COMPANY |
|
0034982-013 |
|
3,444 |
|
2,375 |
|
|
▇▇▇▇▇ PET CARE COMPANY |
|
0034982-014 |
|
8,159 |
|
5,628 |
|
|
▇▇▇▇▇ PET CARE COMPANY |
|
0034982-015 |
|
3,407 |
|
2,351 |
|
|
▇▇▇▇▇ PET CARE COMPANY |
|
0034982-016 |
|
8,387 |
|
5,785 |
|
|
▇▇▇▇▇ PET CARE COMPANY |
|
0034982-017 |
|
5,922 |
|
4,085 |
|
|
▇▇▇▇▇ PET CARE COMPANY |
|
0034982-018 |
|
4,110 |
|
2,835 |
|
|
▇▇▇▇▇ PET CARE COMPANY |
|
0034982-019 |
|
3,974 |
|
2,741 |
|
|
▇▇▇▇▇ PET CARE COMPANY |
|
0034982-020 |
|
11,820 |
|
8,153 |
|
|
▇▇▇▇▇ PET CARE COMPANY |
|
0034982-021 |
|
4,119 |
|
2,841 |
|
|
▇▇▇▇▇ PET CARE COMPANY |
|
0034982-022 |
|
11,811 |
|
8,147 |
|
|
▇▇▇▇▇ PET CARE COMPANY |
|
0034982-023 |
|
491,965 |
|
252,283 |
|
|
▇▇▇▇▇ PET CARE COMPANY |
|
0034982-024 |
|
8,751 |
|
5,225 |
|
|
▇▇▇▇▇ PET CARE COMPANY |
|
0034982-025 |
|
80,656 |
|
41,629 |
|
|
▇▇▇▇▇ PET CARE COMPANY |
|
0034982-102 |
|
296,813 |
|
157,341 |
|
|
▇▇▇▇▇▇▇ BAKING COMPANY |
|
0033752-003 |
|
23,847 |
|
18,491 |
|
|
▇▇▇▇▇▇▇ BAKING COMPANY |
|
0033752-005 |
|
284,783 |
|
220,825 |
|
|
▇▇▇▇▇▇▇ BAKING COMPANY |
|
0033752-006 |
|
316,195 |
|
245,182 |
|
|
▇▇▇▇▇▇▇ BAKING COMPANY |
|
0033752-007 |
|
21,514 |
|
16,682 |
|
|
▇▇▇▇▇-▇▇▇▇▇▇ AERONAUTICAL |
|
0035407-001 |
|
125,816 |
|
111,932 |
|
|
▇▇▇▇▇-▇▇▇▇▇▇ AERONAUTICAL |
|
0035407-003 |
|
41,625 |
|
41,237 |
|
|
▇▇▇▇▇-▇▇▇▇▇▇ AERONAUTICAL |
|
0035407-006 |
|
721,474 |
|
723,856 |
|
|
▇▇▇▇▇-▇▇▇▇▇▇ AERONAUTICAL |
|
0035407-009 |
|
46,718 |
|
44,992 |
|
|
▇▇▇▇▇-▇▇▇▇▇▇ AERONAUTICAL |
|
0035407-012 |
|
178,444 |
|
225,987 |
|
|
▇▇▇▇▇-▇▇▇▇▇▇ AERONAUTICAL |
|
0035407-013 |
|
43,513 |
|
44,980 |
|
|
▇▇▇▇▇-▇▇▇▇▇▇ AERONAUTICAL |
|
0035407-014 |
|
350,801 |
|
362,158 |
|
|
▇▇▇▇▇-▇▇▇▇▇▇ AERONAUTICAL |
|
0035407-015 |
|
180,683 |
|
127,630 |
|
|
▇▇▇▇▇-▇▇▇▇▇▇ AERONAUTICAL |
|
0035407-016 |
|
255,288 |
|
243,083 |
|
|
▇▇▇▇▇-▇▇▇▇▇▇ AERONAUTICAL |
|
0035407-017 |
|
180,421 |
|
171,043 |
|
|
▇▇▇▇▇-▇▇▇▇▇▇ AERONAUTICAL |
|
0035407-018 |
|
553,245 |
|
513,130 |
|
|
▇▇▇▇▇-▇▇▇▇▇▇ AERONAUTICAL |
|
0035407-019 |
|
351,499 |
|
235,875 |
|
|
▇▇▇▇▇-▇▇▇▇▇▇ AERONAUTICAL |
|
0035407-020 |
|
856,833 |
|
631,748 |
|
|
▇▇▇▇▇-▇▇▇▇▇▇ AERONAUTICAL |
|
0035407-021 |
|
108,209 |
|
78,968 |
|
|
▇▇▇▇▇-▇▇▇▇▇▇ AERONAUTICAL |
|
0035407-022 |
|
432,938 |
|
315,874 |
|
|
▇▇▇▇▇-▇▇▇▇▇▇ AERONAUTICAL |
|
0035407-023 |
|
757,642 |
|
552,779 |
|
|
▇▇▇▇▇-▇▇▇▇▇▇ AERONAUTICAL |
|
0035407-024 |
|
651,382 |
|
440,434 |
|
|
▇▇▇▇▇-▇▇▇▇▇▇ AERONAUTICAL |
|
0035407-025 |
|
184,163 |
|
121,774 |
|
|
▇▇▇▇▇-▇▇▇▇▇▇ AERONAUTICAL |
|
0035407-026 |
|
368,279 |
|
243,547 |
|
|
▇▇▇▇▇-▇▇▇▇▇▇ AERONAUTICAL |
|
0035407-027 |
|
197,595 |
|
127,849 |
|
|
▇▇▇▇▇-▇▇▇▇▇▇ AERONAUTICAL |
|
0035407-028 |
|
1,071,494 |
|
670,000 |
|
|
▇▇▇▇▇-▇▇▇▇▇▇ AERONAUTICAL |
|
0035407-029 |
|
896,042 |
|
549,456 |
|
|
▇▇▇▇▇-▇▇▇▇▇▇ AERONAUTICAL |
|
0035407-030 |
|
604,402 |
|
366,304 |
|
|
▇▇▇▇▇-▇▇▇▇▇▇ AERONAUTICAL |
|
0035407-031 |
|
601,203 |
|
366,304 |
|
|
▇▇▇▇▇-▇▇▇▇▇▇ AERONAUTICAL |
|
0035407-032 |
|
1,226,109 |
|
747,065 |
|
|
▇▇▇▇▇-▇▇▇▇▇▇ AERONAUTICAL |
|
0035407-033 |
|
901,688 |
|
549,456 |
|
|
▇▇▇▇▇-▇▇▇▇▇▇ AERONAUTICAL |
|
0035407-034 |
|
1,482,712 |
|
894,229 |
|
|
▇▇▇▇▇-▇▇▇▇▇▇ AERONAUTICAL |
|
0035407-035 |
|
696,890 |
|
444,906 |
|
|
▇▇▇▇▇-▇▇▇▇▇▇ AERONAUTICAL |
|
0035407-036 |
|
707,201 |
|
451,506 |
|
|
▇▇▇▇▇-▇▇▇▇▇▇ AERONAUTICAL |
|
0035407-037 |
|
238,403 |
|
150,502 |
|
|
▇▇▇▇▇-▇▇▇▇▇▇ AERONAUTICAL |
|
0035407-038 |
|
238,773 |
|
150,736 |
|
|
▇▇▇▇▇-▇▇▇▇▇▇ AERONAUTICAL |
|
0035407-039 |
|
238,412 |
|
150,502 |
|
|
▇▇▇▇▇-▇▇▇▇▇▇ AERONAUTICAL |
|
0035407-040 |
|
2,546,482 |
|
1,025,101 |
|
|
▇▇▇▇▇-▇▇▇▇▇▇ AERONAUTICAL |
|
0035407-041 |
|
1,596,442 |
|
642,657 |
|
|
▇▇▇▇▇-▇▇▇▇▇▇ AERONAUTICAL |
|
0035407-042 |
|
1,258,851 |
|
501,417 |
|
|
▇▇▇▇▇-▇▇▇▇▇▇ AERONAUTICAL |
|
0035407-043 |
|
240,447 |
|
150,502 |
|
|
▇▇▇▇▇-▇▇▇▇▇▇ AERONAUTICAL |
|
0035407-044 |
|
370,431 |
|
226,454 |
|
|
▇▇▇▇▇-▇▇▇▇▇▇ AERONAUTICAL |
|
0035407-045 |
|
247,446 |
|
150,970 |
|
5
|
Customer Name |
|
Lease Schedule (IER) |
|
Adjusted
NAV |
|
Booked Residual |
|
|
▇▇▇▇▇-▇▇▇▇▇▇ AERONAUTICAL |
|
0035407-046 |
|
249,527 |
|
150,970 |
|
|
▇▇▇▇▇-▇▇▇▇▇▇ AERONAUTICAL |
|
0035407-047 |
|
125,596 |
|
75,485 |
|
|
▇▇▇▇▇-▇▇▇▇▇▇ AERONAUTICAL |
|
0035407-048 |
|
311,083 |
|
185,102 |
|
|
▇▇▇▇▇-▇▇▇▇▇▇ AERONAUTICAL |
|
0035407-049 |
|
155,536 |
|
92,551 |
|
|
▇▇▇▇▇-▇▇▇▇▇▇ AERONAUTICAL |
|
0035407-050 |
|
479,657 |
|
203,929 |
|
|
▇▇▇▇▇-▇▇▇▇▇▇ AERONAUTICAL |
|
0035407-051 |
|
156,804 |
|
92,551 |
|
|
▇▇▇▇▇-▇▇▇▇▇▇ AERONAUTICAL |
|
0035407-052 |
|
316,153 |
|
185,102 |
|
|
▇▇▇▇▇-▇▇▇▇▇▇ AERONAUTICAL |
|
0035407-053 |
|
316,161 |
|
185,102 |
|
|
▇▇▇▇▇-▇▇▇▇▇▇ AERONAUTICAL |
|
0035407-054 |
|
316,161 |
|
185,102 |
|
|
▇▇▇▇▇-▇▇▇▇▇▇ AERONAUTICAL |
|
0035407-055 |
|
3,711,285 |
|
1,374,616 |
|
|
▇▇▇▇▇-▇▇▇▇▇▇ AERONAUTICAL |
|
0035407-056 |
|
2,561,313 |
|
125,618 |
|
|
▇▇▇▇▇-▇▇▇▇▇▇ AERONAUTICAL |
|
0035407-101 |
|
7,538 |
|
3,320 |
|
|
▇▇▇▇▇-▇▇▇▇▇▇ AERONAUTICAL |
|
0035407-112 |
|
52,338 |
|
39,001 |
|
|
▇▇▇▇▇-▇▇▇▇▇▇ AERONAUTICAL |
|
0035407-115 |
|
12,564 |
|
1,107 |
|
|
▇▇▇▇▇-▇▇▇▇▇▇ AERONAUTICAL |
|
0035407-128 |
|
72,163 |
|
— |
|
|
▇▇▇▇▇-▇▇▇▇▇▇ AERONAUTICAL |
|
0037559-001 |
|
2,993,732 |
|
2,929,921 |
|
|
EQUISTAR CHEMICALS |
|
0042610-001 |
|
18,022,824 |
|
10,112,256 |
|
|
EQUISTAR CHEMICALS |
|
0042610-002 |
|
19,482,470 |
|
9,531,414 |
|
|
ESSAR SHIPPING LTD |
|
1003911 |
|
14,556,841 |
|
|
|
|
FANCIA INVESTMENTS |
|
0037026-001 |
|
8,176,556 |
|
— |
|
|
FANCIA INVESTMENTS |
|
0037026-002 |
|
1,878,119 |
|
— |
|
|
FANCIA INVESTMENTS |
|
0037026-003 |
|
3,030,142 |
|
— |
|
|
FANCIA INVESTMENTS |
|
0037026-004 |
|
3,975,950 |
|
— |
|
|
FANCIA INVESTMENTS |
|
0037026-005 |
|
1,884,406 |
|
— |
|
|
FANCIA INVESTMENTS |
|
0037026-006 |
|
933,101 |
|
— |
|
|
FEDERAL-MOGUL CORPORATION |
|
0032079-004 |
|
15,871,661.00 |
|
11,237,500 |
|
|
FEDERAL-MOGUL CORPORATION |
|
0034730-003 |
|
1,654,064 |
|
1,200,000 |
|
|
FORMICA CORPORATION |
|
1004011 |
|
5,159,240 |
|
|
|
|
FORMICA CORPORATION |
|
1004012 |
|
2,961,764 |
|
|
|
|
FORMICA CORPORATION |
|
1004013 |
|
1,974,510 |
|
|
|
|
FORT ▇▇▇▇▇ FOUNDRY CORP. |
|
0033093-001 |
|
644,340 |
|
365,369 |
|
|
FORT ▇▇▇▇▇ FOUNDRY CORP. |
|
0033093-002 |
|
78,792 |
|
44,778 |
|
|
FORT ▇▇▇▇▇ FOUNDRY CORP. |
|
0033093-003 |
|
28,595 |
|
15,313 |
|
|
FORT ▇▇▇▇▇ FOUNDRY CORP. |
|
0033093-004 |
|
11,165 |
|
5,494 |
|
|
FORT ▇▇▇▇▇ FOUNDRY CORP. |
|
0033093-005 |
|
19,813 |
|
9,750 |
|
|
FORT ▇▇▇▇▇ FOUNDRY CORP. |
|
0033093-006 |
|
18,965 |
|
9,332 |
|
|
FORT ▇▇▇▇▇ FOUNDRY CORP. |
|
0033093-007 |
|
2,517 |
|
1,239 |
|
|
FORT ▇▇▇▇▇ FOUNDRY CORP. |
|
0033093-008 |
|
4,239 |
|
2,103 |
|
|
FORT ▇▇▇▇▇ FOUNDRY CORP. |
|
0033093-009 |
|
20,629 |
|
9,073 |
|
|
FORT ▇▇▇▇▇ FOUNDRY CORP. |
|
0033093-011 |
|
2,212,236 |
|
465,000 |
|
|
FRONT PORCH DEVELOPMENT CORP. |
|
0037971-001 |
|
466,270 |
|
407,750 |
|
|
▇▇▇▇▇▇▇ FIBRES, INC. |
|
1004111 |
|
15,053,833 |
|
|
|
|
GATEWAY CONTAINER INTL., LTD. |
|
0035326-001 |
|
3,252,696 |
|
1,104,132 |
|
|
GATEWAY CONTAINER INTL., LTD. |
|
0035326-002 |
|
3,066,654 |
|
1,147,489 |
|
|
GATEWAY CONTAINER INTL., LTD. |
|
0035326-003 |
|
3,854,103 |
|
2,443,331 |
|
|
GATEWAY CONTAINER INTL., LTD. |
|
0035326-004 |
|
3,937,130 |
|
2,440,514 |
|
|
|
|
|
|
|
|
|
|
|
▇▇▇▇▇▇▇ CONTAINER |
|
0033918-002 |
|
7,703,449 |
|
3,610,383 |
|
|
▇▇▇▇▇▇▇ CONTAINER |
|
0033918-003 |
|
219,505 |
|
104,522 |
|
|
▇▇▇▇▇▇▇ CONTAINER |
|
0033918-004 |
|
46,645 |
|
22,211 |
|
|
GEMINI INDUSTRIES, INC. |
|
1004311 |
|
2,849,227 |
|
|
|
|
GLENOIT CORPORATION |
|
1004411 |
|
2,986,817 |
|
|
|
|
GLOBAL FITTNESS HOLDINGS |
|
0041341-001 |
|
4,231,759 |
|
2,675,938 |
|
|
GRAYS HARBOR PAPER, L.P. |
|
1004611 |
|
5,999,184 |
|
|
|
|
GREAT LAKES DREDGE & DOCK CO. |
|
0034074-002 |
|
4,007,917 |
|
1,600,000 |
|
|
GREAT LAKES DREDGE & DOCK CO. |
|
0034074-003 |
|
1,973,390 |
|
760,000 |
|
|
GREAT LAKES DREDGE & DOCK CO. |
|
0034074-008 |
|
7,985,662 |
|
1,800,000 |
|
|
GREAT LAKES DREDGE & DOCK CO. |
|
0034074-009 |
|
1,330,944 |
|
300,000 |
|
|
GREAT LAKES DREDGE & DOCK CO. |
|
0034074-011 |
|
1,368,800 |
|
300,000 |
|
|
GREAT LAKES DREDGE & DOCK CO. |
|
0034074-012 |
|
51,555,722 |
|
27,298,767 |
|
|
GREAT LAKES DREDGE & DOCK CO. |
|
0034074-013 |
|
4,322,439 |
|
1,446,281 |
|
|
GREAT LAKES DREDGE & DOCK CO. |
|
0034074-108 |
|
332,736 |
|
75,000 |
|
|
GREAT LAKES DREDGE & DOCK CO. |
|
0034074-208 |
|
4,859,700 |
|
2,600,000 |
|
|
GREAT NORTHERN PAPER, INC. |
|
1004711 |
|
9,596,610 |
|
|
|
|
GREYHOUND LINES INC |
|
0040230-001 |
|
7,402,206 |
|
4,345,350 |
|
|
GREYHOUND LINES INC |
|
0040230-002 |
|
16,227,974 |
|
9,559,770 |
|
|
GREYHOUND LINES INC |
|
0040230-003 |
|
1,475,242 |
|
869,070 |
|
|
▇.▇. ▇▇▇▇▇ COMPANY |
|
0040918-001 |
|
19,982,362 |
|
19,380,000 |
|
|
HAINAN AIRLINES CO., LTD. |
|
0039706-004 |
|
9,940,223 |
|
8,046,547 |
|
|
HAINAN AIRLINES CO., LTD. |
|
0039706-005 |
|
10,484,160 |
|
8,487,882 |
|
|
▇▇▇▇▇▇ PRERO AVIATION, LLC |
|
0042601-001 |
|
7,885,389 |
|
3,862,231 |
|
6
|
Customer Name |
|
Lease Schedule (IER) |
|
Adjusted
NAV |
|
Booked Residual |
|
|
HAWAIIAN AIRLINES, INC. |
|
0040141-001 |
|
542,110 |
|
276,774 |
|
|
HAWAIIAN AIRLINES, INC. |
|
0040141-002 |
|
210,200 |
|
106,112 |
|
|
HAWAIIAN AIRLINES, INC. |
|
0040141-003 |
|
103,490 |
|
52,243 |
|
|
HAWAIIAN AIRLINES, INC. |
|
0040141-004 |
|
145,782 |
|
72,689 |
|
|
HAWAIIAN AIRLINES, INC. |
|
0040141-005 |
|
106,268 |
|
52,987 |
|
|
HAWAIIAN AIRLINES, INC. |
|
0040141-006 |
|
106,012 |
|
51,848 |
|
|
HAWAIIAN AIRLINES, INC. |
|
0040141-007 |
|
133,977 |
|
66,179 |
|
|
HAWAIIAN AIRLINES, INC. |
|
0040141-008 |
|
133,859 |
|
65,849 |
|
|
HAWAIIAN AIRLINES, INC. |
|
0040141-009 |
|
135,315 |
|
66,179 |
|
|
HAWAIIAN AIRLINES, INC. |
|
0040141-010 |
|
442,352 |
|
213,414 |
|
|
HAWAIIAN AIRLINES, INC. |
|
0040141-011 |
|
65,171 |
|
31,003 |
|
|
HAWAIIAN AIRLINES, INC. |
|
0040141-012 |
|
64,448 |
|
30,849 |
|
|
HAWAIIAN AIRLINES, INC. |
|
0040141-013 |
|
206,530 |
|
96,898 |
|
|
HAWAIIAN AIRLINES, INC. |
|
0040141-014 |
|
39,773 |
|
18,229 |
|
|
▇▇▇▇▇ LEMMERZ INTL. |
|
0034007-001 |
|
11,237,143 |
|
6,184,136 |
|
|
▇▇▇▇▇ LEMMERZ INTL. |
|
0035860-001 |
|
96,089 |
|
44,615 |
|
|
▇▇▇▇▇▇ INTERNATIONAL |
|
0035593-001 |
|
124,703 |
|
— |
|
|
▇▇▇▇▇▇ INTERNATIONAL |
|
0035593-002 |
|
446,320 |
|
— |
|
|
▇▇▇▇▇▇ INTERNATIONAL |
|
0035593-003 |
|
744,765 |
|
— |
|
|
HELIMED AERO TAXI LTDA |
|
0043553-001 |
|
3,014,272 |
|
— |
|
|
HOP-A-JET, INC. |
|
1005311 |
|
1,095,144 |
|
|
|
|
HORIZON OFFSHORE CONTRACTOR, |
|
1011011 |
|
32,624,439 |
|
|
|
|
INTERNATIONAL TRUCK AND ENGINE |
|
0030940-003 |
|
4,739,679 |
|
3,914,400 |
|
|
INTERNATIONAL TRUCK AND ENGINE |
|
0035872-001 |
|
15,671,985 |
|
11,208,750 |
|
|
INTERNATIONAL TRUCK AND ENGINE |
|
0038304-001 |
|
54,058,366 |
|
12,628,624 |
|
|
INTERNATIONAL TRUCK AND ENGINE |
|
0038304-002 |
|
4,114,683 |
|
980,800 |
|
|
INTERNATIONAL TRUCK AND ENGINE |
|
0041018-001 |
|
46,103,030 |
|
29,824,089 |
|
|
INTERNATIONAL TRUCK AND ENGINE |
|
0041018-002 |
|
2,416,679 |
|
1,454,854 |
|
|
INTERNATIONAL TRUCK AND ENGINE |
|
0041029-001 |
|
46,645,186 |
|
30,174,810 |
|
|
INTERNATIONAL TRUCK AND ENGINE |
|
0041029-002 |
|
2,445,098 |
|
1,471,962 |
|
|
INTERNATIONAL TRUCK AND ENGINE |
|
0041030-001 |
|
16,793,748 |
|
14,688,090 |
|
|
▇.▇. ▇▇▇▇▇▇ AUTOMOTIVE CASTING |
|
0039740-001 |
|
3,234,310 |
|
1,367,494 |
|
|
JAMAICA ENERGY PARTNERS |
|
1005611 |
|
5,856,773 |
|
|
|
|
JANUS EQUITIES LLC |
|
1005711 |
|
17,495,778 |
|
|
|
|
JEFFERSON SMURFIT |
|
0042743-001 |
|
2,967,115 |
|
488,250 |
|
|
JODA PARTNERSHIP (LLC) |
|
1006111 |
|
2,500,412 |
|
|
|
|
JODA PARTNERSHIP (LLC) |
|
1006112 |
|
7,233,475 |
|
|
|
|
JODA PARTNERSHIP (LLC) |
|
1006113 |
|
2,479,103 |
|
|
|
|
▇▇▇▇▇▇▇▇ INDUSTRIES ALABAMA,IN |
|
1011811 |
|
357,038 |
|
|
|
|
KASGRO LEASING LLC |
|
0041218-001 |
|
7,236,726 |
|
3,459,338 |
|
|
LCI SHIPHOLDING, INC. |
|
0039448-001 |
|
52,638,132 |
|
19,687,500 |
|
|
LIDER TAXI AEREO S.A. |
|
1006411 |
|
876,851 |
|
|
|
|
LIDER TAXI AEREO S.A. |
|
1006412 |
|
858,488 |
|
|
|
|
LIDER TAXI AEREO S.A. |
|
1006413 |
|
933,253 |
|
|
|
|
LIDER TAXI AEREO S.A. |
|
1006414 |
|
909,643 |
|
|
|
|
LIDER TAXI AEREO S.A. |
|
1006415 |
|
1,022,446 |
|
|
|
|
LIDER TAXI AEREO S.A. |
|
1006416 |
|
978,506 |
|
|
|
|
LIDER TAXI AEREO S.A. |
|
0039494-001 |
|
1,857,234 |
|
— |
|
|
LOS CIPRESES S.A. |
|
1006511 |
|
650,638 |
|
|
|
|
LOWA CORP |
|
1006611 |
|
38,170,582 |
|
|
|
|
L-S ELECTRO-GALVANIZING CO. |
|
0035448-002 |
|
12,753,693 |
|
4,032,000 |
|
|
LUCENT TECHNOLOGIES, INC. |
|
0039673-001 |
|
21,274,458 |
|
18,487,500 |
|
|
LUCENT TECHNOLOGIES, INC. |
|
0039684-001 |
|
22,101,864 |
|
19,212,500 |
|
|
▇▇▇▇ ▇▇▇▇▇, LLC |
|
0037660-001 |
|
574,734 |
|
506,250 |
|
|
MARITIME SHIPPING NV (IPC) |
|
1006711 |
|
10,969,221 |
|
|
|
|
MARITIME SHIPPING NV (IPC) |
|
1006721 |
|
8,080,495 |
|
|
|
|
▇▇▇▇▇▇▇ TOOL CO., INC. |
|
0036837-002 |
|
95,672 |
|
— |
|
|
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ |
|
0038260-002 |
|
492,942 |
|
423,500 |
|
|
MID-AMERICA PACKAGING, LLC |
|
0033918-001 |
|
4,553,070 |
|
2,659,074 |
|
|
NEUVANT AEROSPACE CORPORATION |
|
0032566-101 |
|
250,433 |
|
— |
|
|
NEUVANT AEROSPACE CORPORATION |
|
0032566-102 |
|
38,785 |
|
— |
|
|
NEUVANT AEROSPACE CORPORATION |
|
0032566-103 |
|
264,181 |
|
— |
|
|
NEUVANT AEROSPACE CORPORATION |
|
0032566-104 |
|
29,300 |
|
— |
|
|
NEUVANT AEROSPACE CORPORATION |
|
0032566-105 |
|
48,740 |
|
— |
|
|
NEUVANT AEROSPACE CORPORATION |
|
0032566-106 |
|
50,371 |
|
— |
|
|
NEUVANT AEROSPACE CORPORATION |
|
0032566-107 |
|
78,588 |
|
— |
|
|
NORTH ATLANTIC REFINING, LTD. |
|
1006911 |
|
2,975,873 |
|
|
|
|
OMNI FLYS,.S.A. DE C.V. |
|
0039004-001 |
|
2,478,077 |
|
— |
|
|
OMNI FLYS,.S.A. DE C.V. |
|
0039015-001 |
|
37,037,068 |
|
— |
|
|
PEABODY HOLDING COMPANY, INC. |
|
0041567-003 |
|
12,578,150 |
|
1,626,875 |
|
|
PEABODY WESTERN COAL CO. |
|
0034718-001 |
|
2,959,456 |
|
2,473,014 |
|
|
PEERLESS IMPORTERS, INC. |
|
0039348-001 |
|
1,020,771 |
|
847,000 |
|
7
|
Customer Name |
|
Lease Schedule (IER) |
|
Adjusted
NAV |
|
Booked Residual |
|
|
▇▇▇▇▇ ▇▇▇▇’▇ INC |
|
0040263-001 |
|
8,968,087 |
|
2,069,126 |
|
|
POLICYD, S.A. DE C.V. |
|
1007412 |
|
33,189,103 |
|
|
|
|
▇▇▇▇ & TALBOT, INC. |
|
1007511 |
|
15,447,417 |
|
|
|
|
PRIDE AMETHYST LIMITED |
|
0035459-001 |
|
19,581,564 |
|
14,986,500 |
|
|
QUEBECOR WORLD JOHNSON&HARDIN |
|
0032796-001 |
|
2,876,464 |
|
1,727,623 |
|
|
QUEST II, LLC |
|
0032717-004 |
|
3,522,935 |
|
3,421,250 |
|
|
QUEST II, LLC |
|
0032717-005 |
|
13,697 |
|
— |
|
|
RADIANT AVIATION SERVICES |
|
1007612 |
|
4,269,212 |
|
|
|
|
REVERE COPPER PRODUCTS, INC. |
|
0032820-007 |
|
199,406 |
|
111,375 |
|
|
REVERE COPPER PRODUCTS, INC. |
|
0032820-008 |
|
109,691 |
|
83,875 |
|
|
REVERE COPPER PRODUCTS, INC. |
|
0032820-009 |
|
379,741 |
|
204,469 |
|
|
RIGI, INC. |
|
1007914 |
|
1,788,600 |
|
|
|
|
RMH TELESERVICES, INC. |
|
0037215-001 |
|
2,115,007 |
|
1,939,920 |
|
|
RMH TELESERVICES, INC. |
|
0037215-002 |
|
41,014 |
|
23,876 |
|
|
ROLLS ROYCE CANADA LTD. |
|
0033126-001 |
|
1,495,482 |
|
1,375,000 |
|
|
▇▇▇▇▇▇▇-▇▇▇▇▇▇▇ CORP. |
|
0033841-001 |
|
610,402 |
|
377,652 |
|
|
▇▇▇▇▇▇▇-▇▇▇▇▇▇▇ CORP. |
|
0033841-002 |
|
77,749 |
|
29,671 |
|
|
▇▇▇▇▇▇▇-▇▇▇▇▇▇▇ CORP. |
|
0033841-003 |
|
648,419 |
|
481,284 |
|
|
RX CHOICE, INC. |
|
0037904-001 |
|
15,146,935 |
|
10,357,892 |
|
|
RX CHOICE, INC. |
|
0037904-002 |
|
9,022,765 |
|
5,610,751 |
|
|
RX CHOICE, INC. |
|
0037904-003 |
|
9,263,822 |
|
5,610,908 |
|
|
RX CHOICE, INC. |
|
0037904-004 |
|
3,789,545 |
|
1,801,095 |
|
|
▇▇▇▇▇▇▇▇ MARINE, INC |
|
1008012 |
|
15,384,539 |
|
|
|
|
SCI TEXAS FUNERAL SERVICES |
|
1008111 |
|
31,589,996 |
|
|
|
|
SCI TEXAS FUNERAL SERVICES |
|
0037560-003 |
|
11,482,923 |
|
— |
|
|
SERVICIOS INTEGRALES DE |
|
0042654-001 |
|
10,719,761 |
|
7,010,767 |
|
|
SERVICIOS ▇▇▇▇▇▇▇▇▇▇ ▇▇ |
|
▇▇▇▇▇▇▇-▇▇▇ |
|
8,706,110 |
|
6,922,500 |
|
|
SEVENTH 7RANSPORT, INC. |
|
0039962-001 |
|
71,736 |
|
— |
|
|
SEVENTH 7RANSPORT, INC. |
|
0039962-002 |
|
111,664 |
|
— |
|
|
SKY KING, INC. |
|
1008211 |
|
1,798,292 |
|
|
|
|
SKY KING, INC. |
|
1008212 |
|
126,810 |
|
|
|
|
SKY KING, INC. |
|
1008221 |
|
553,019 |
|
|
|
|
SKY KING, INC. |
|
1008222 |
|
36,111 |
|
|
|
|
SKY KING, INC. |
|
1008231 |
|
2,699,093 |
|
|
|
|
SKY KING, INC. |
|
1008232 |
|
120,126 |
|
|
|
|
SKY KING, INC. |
|
1008233 |
|
50,321 |
|
|
|
|
SKY KING, INC. |
|
0039717-001 |
|
2,530,350 |
|
— |
|
|
SKY KING, INC. |
|
0039717-002 |
|
2,639,286 |
|
251,175 |
|
|
SOUTHERN BULK INDUSTRIES, INC. |
|
1008311 |
|
4,370,542 |
|
|
|
|
SOUTHERN BULK INDUSTRIES, INC. |
|
1008312 |
|
2,981,920 |
|
|
|
|
SOUTHERN BULK INDUSTRIES, INC. |
|
1008314 |
|
801,550 |
|
|
|
|
SOUTHERN BULK INDUSTRIES, INC. |
|
1008315 |
|
3,366,406 |
|
|
|
|
SOUTHERN BULK INDUSTRIES, INC. |
|
1008316 |
|
245,043 |
|
|
|
|
SOUTHERN BULK INDUSTRIES, INC. |
|
0034541-001 |
|
425,079 |
|
— |
|
|
SOUTHERN BULK INDUSTRIES, INC. |
|
0034541-002 |
|
89,027 |
|
— |
|
|
SOUTHERN BULK INDUSTRIES, INC. |
|
0034541-003 |
|
37,311 |
|
— |
|
|
SOUTHERN COMPANY SERVICES, INC |
|
0037960-001 |
|
919,574 |
|
798,000 |
|
|
SPRINGS INDUSTRIES, INC. |
|
1008411 |
|
18,815,055 |
|
|
|
|
STAR LEASING COMPANY |
|
0032384-001 |
|
45,394 |
|
37,694 |
|
|
STAR LEASING COMPANY |
|
0032384-002 |
|
158,416 |
|
131,544 |
|
|
STAR LEASING COMPANY |
|
0032384-003 |
|
33,992 |
|
28,226 |
|
|
STAR LEASING COMPANY |
|
0032384-004 |
|
158,204 |
|
— |
|
|
STAR LEASING COMPANY |
|
0032384-005 |
|
120,817 |
|
— |
|
|
STAR LEASING COMPANY |
|
0032384-006 |
|
22,362 |
|
— |
|
|
STAR LEASING COMPANY |
|
0032384-007 |
|
44,723 |
|
— |
|
|
STAR LEASING COMPANY |
|
0032384-008 |
|
406,395 |
|
— |
|
|
STAR LEASING COMPANY |
|
0032384-009 |
|
137,658 |
|
— |
|
|
STAR LEASING COMPANY |
|
0032384-010 |
|
957,876 |
|
— |
|
|
STONE CONTAINER CORP. |
|
0030213-115 |
|
1,027 |
|
2,408 |
|
|
STONE CONTAINER CORP. |
|
0030791-003 |
|
26,797 |
|
71,914 |
|
|
STONE CONTAINER CORP. |
|
0030791-011 |
|
6,332 |
|
13,514 |
|
|
STONE CONTAINER CORP. |
|
0030791-013 |
|
23,207 |
|
49,526 |
|
|
STONE CONTAINER CORP. |
|
0030791-015 |
|
6,171 |
|
12,382 |
|
|
STONE CONTAINER CORP. |
|
0030791-017 |
|
(383 |
) |
— |
|
|
STONE CONTAINER CORP. |
|
0030791-019 |
|
25,645 |
|
40,034 |
|
|
STONE CONTAINER CORP. |
|
0030791-026 |
|
18,008 |
|
15,761 |
|
|
STONE CONTAINER CORP. |
|
0030791-030 |
|
49,982 |
|
70,444 |
|
|
STONE CONTAINER CORP. |
|
0030791-031 |
|
49,599 |
|
69,904 |
|
|
STONE CONTAINER CORP. |
|
0030791-033 |
|
49,074 |
|
34,088 |
|
|
STONE CONTAINER CORP. |
|
0030791-034 |
|
49,248 |
|
67,688 |
|
|
STONE CONTAINER CORP. |
|
0030791-038 |
|
22,930 |
|
18,550 |
|
|
STONE CONTAINER CORP. |
|
0030791-044 |
|
66,101 |
|
81,554 |
|
8
|
Customer Name |
|
Lease Schedule (IER) |
|
Adjusted
NAV |
|
Booked Residual |
|
|
STONE CONTAINER CORP. |
|
0030791-045 |
|
55,606 |
|
68,783 |
|
|
STONE CONTAINER CORP. |
|
0030791-047 |
|
52,654 |
|
61,842 |
|
|
STONE CONTAINER CORP. |
|
0030791-048 |
|
14,041 |
|
14,041 |
|
|
STONE CONTAINER CORP. |
|
0030791-049 |
|
53,827 |
|
64,670 |
|
|
STONE CONTAINER CORP. |
|
0030791-069 |
|
4,536 |
|
5,101 |
|
|
STONE CONTAINER CORP. |
|
0030791-087 |
|
24,395 |
|
23,657 |
|
|
STONE CONTAINER CORP. |
|
0030791-088 |
|
31,038 |
|
30,409 |
|
|
STONE CONTAINER CORP. |
|
0030791-089 |
|
75,343 |
|
71,528 |
|
|
STONE CONTAINER CORP. |
|
0030791-090 |
|
1,916,054 |
|
1,751,280 |
|
|
STONE CONTAINER CORP. |
|
0030791-091 |
|
125,866 |
|
118,012 |
|
|
STONE CONTAINER CORP. |
|
0030791-092 |
|
5,178 |
|
16,470 |
|
|
STONE CONTAINER CORP. |
|
0030791-093 |
|
9,541 |
|
6,034 |
|
|
STONE CONTAINER CORP. |
|
0030791-094 |
|
91,473 |
|
83,412 |
|
|
STONE CONTAINER CORP. |
|
0030791-096 |
|
27,638 |
|
24,917 |
|
|
STONE CONTAINER CORP. |
|
0030791-097 |
|
49,793 |
|
44,892 |
|
|
STONE CONTAINER CORP. |
|
0030791-098 |
|
22,988 |
|
59,523 |
|
|
STONE CONTAINER CORP. |
|
0030791-099 |
|
52,375 |
|
45,826 |
|
|
STONE CONTAINER CORP. |
|
0030791-100 |
|
22,754 |
|
17,650 |
|
|
STONE CONTAINER CORP. |
|
0030791-101 |
|
15,169 |
|
11,766 |
|
|
STONE CONTAINER CORP. |
|
0030791-102 |
|
31,200 |
|
21,403 |
|
|
STONE CONTAINER CORP. |
|
0030791-103 |
|
77,037 |
|
59,917 |
|
|
STONE CONTAINER CORP. |
|
0030791-104 |
|
8,231 |
|
13,537 |
|
|
STONE CONTAINER CORP. |
|
0030791-105 |
|
19,122 |
|
29,834 |
|
|
STONE CONTAINER CORP. |
|
0030791-106 |
|
168,963 |
|
124,008 |
|
|
STONE CONTAINER CORP. |
|
0030791-107 |
|
64,650 |
|
42,682 |
|
|
STONE CONTAINER CORP. |
|
0030791-108 |
|
557,522 |
|
419,414 |
|
|
STONE CONTAINER CORP. |
|
0030791-109 |
|
45,625 |
|
31,017 |
|
|
STONE CONTAINER CORP. |
|
0030791-110 |
|
86,474 |
|
51,404 |
|
|
STONE CONTAINER CORP. |
|
0030791-111 |
|
7,665 |
|
3,489 |
|
|
STONE CONTAINER CORP. |
|
0030791-113 |
|
98,431 |
|
67,579 |
|
|
STONE CONTAINER CORP. |
|
0030791-114 |
|
12,925 |
|
14,177 |
|
|
STONE CONTAINER CORP. |
|
0030791-115 |
|
706,096 |
|
428,902 |
|
|
STONE CONTAINER CORP. |
|
0030791-116 |
|
4,444,766 |
|
2,610,104 |
|
|
STONE CONTAINER CORP. |
|
0030791-117 |
|
2,467,247 |
|
2,448,671 |
|
|
STONE CONTAINER CORP. |
|
0030791-138 |
|
4,586 |
|
3,710 |
|
|
STONE CONTAINER CORP. |
|
0030791-216 |
|
679,641 |
|
383,796 |
|
|
STONE CONTAINER CORP. |
|
0030791-226 |
|
5,274 |
|
3,940 |
|
|
STONE CONTAINER CORP. |
|
0030791-293 |
|
15,461 |
|
12,067 |
|
|
STONE CONTAINER CORP. |
|
0030791-316 |
|
982,959 |
|
567,651 |
|
|
STONE CONTAINER CORP. |
|
0030791-548 |
|
17,933 |
|
21,062 |
|
|
STONE CONTAINER CORP. |
|
0030791-648 |
|
59,776 |
|
70,207 |
|
|
STONE CONTAINER CORP. |
|
0030791-748 |
|
23,910 |
|
28,083 |
|
|
STONE CONTAINER CORP. |
|
0030791-848 |
|
59,776 |
|
70,207 |
|
|
STOODY COMPANY |
|
0033785-001 |
|
3,386 |
|
17,056 |
|
|
STOODY COMPANY |
|
0033785-002 |
|
8,814 |
|
23,958 |
|
|
STOODY COMPANY |
|
0033785-003 |
|
25,101 |
|
33,020 |
|
|
STOODY COMPANY |
|
0033785-004 |
|
112,998 |
|
109,350 |
|
|
STOODY COMPANY |
|
0033785-005 |
|
40,114 |
|
28,005 |
|
|
SUBIC AIR CHARTER INC. |
|
1008511 |
|
4,549,629 |
|
|
|
|
SUNRISE ASSOCIATES, INC. |
|
1008611 |
|
66,402 |
|
|
|
|
SYNTHETIC INDUSTRIES,INC |
|
1008711 |
|
5,877,003 |
|
|
|
|
TCA NETWORK FUNDING, L.P. |
|
1008811 |
|
12,166,837 |
|
|
|
|
THE BRIDGEPORT &PORT JEFFERSON |
|
0038071-001 |
|
12,122,293 |
|
7,700,000 |
|
|
THE DOE RUN RESOURCES CORP. |
|
1003811 |
|
52,384 |
|
|
|
|
THE LEHIGH PRESS, INC. |
|
0034563-001 |
|
1,228,253 |
|
1,063,147 |
|
|
THERMAL DYNAMICS CORPORATION |
|
0033774-003 |
|
27,024 |
|
7,385 |
|
|
TOWER AUTOMOTIVE, INC. |
|
0043254-001 |
|
14,958,811 |
|
798,525 |
|
|
TOWER AUTOMOTIVE, INC. |
|
0043254-101 |
|
2,170,458 |
|
115,863 |
|
|
TOWER AUTOMOTIVE, INC. |
|
0043254-201 |
|
13,311,942 |
|
710,613 |
|
|
TRANS OCEAN LEASING CORP |
|
0023374-021 |
|
1,666,278 |
|
1,138,666 |
|
|
TRANSOCEAN HOLDING INC. |
|
0033192-001 |
|
7,167,716 |
|
4,253,750 |
|
|
TRANSOCEAN HOLDING INC. |
|
0033192-002 |
|
359,336 |
|
212,688 |
|
|
TRANSOCEAN HOLDING INC. |
|
0033192-003 |
|
610,633 |
|
351,686 |
|
|
TRANSOCEAN HOLDING INC. |
|
0033192-004 |
|
316,116 |
|
181,876 |
|
|
TRANSOCEAN HOLDING INC. |
|
0033192-005 |
|
1,618,210 |
|
833,052 |
|
|
TRANSOCEAN HOLDING INC. |
|
0033192-006 |
|
907,681 |
|
439,758 |
|
|
TRANSOCEAN HOLDING INC. |
|
0033192-007 |
|
518,730 |
|
248,771 |
|
|
TRANSOCEAN HOLDING INC. |
|
0033192-008 |
|
638,356 |
|
272,240 |
|
|
TRANSOCEAN HOLDING INC. |
|
0033192-009 |
|
426,651 |
|
251,176 |
|
|
TRAVELCENTERS OF AMERICA, INC. |
|
1009211 |
|
3,528,209 |
|
|
|
|
TRIGEANT, L.P. |
|
1009311 |
|
16,403,927 |
|
|
|
|
TRIGEANT, L.P. |
|
1009312 |
|
1,485,410 |
|
|
|
9
|
Customer Name |
|
Lease Schedule (IER) |
|
Adjusted
NAV |
|
Booked Residual |
|
|
▇▇▇▇▇ HOTELS & CASINO RESORTS |
|
0033941-001 |
|
1,490,763 |
|
1,155,155 |
|
|
TUBE CITY, INC. |
|
0033423-001 |
|
471,777 |
|
425,250 |
|
|
TUBE CITY, INC. |
|
0033423-002 |
|
126,266 |
|
113,532 |
|
|
TUBE CITY, INC. |
|
0033423-021 |
|
724,090 |
|
365,076 |
|
|
TUBE CITY, INC. |
|
0033423-022 |
|
2,864 |
|
1,444 |
|
|
TUBE CITY, INC. |
|
0033423-023 |
|
10,411 |
|
5,249 |
|
|
TUBE CITY, INC. |
|
0033423-024 |
|
517,184 |
|
260,711 |
|
|
TUBE CITY, INC. |
|
0033423-025 |
|
46,916 |
|
23,650 |
|
|
TUBE CITY, INC. |
|
0033423-026 |
|
38,187 |
|
19,250 |
|
|
TUBE CITY, INC. |
|
0033423-027 |
|
53,735 |
|
27,088 |
|
|
TUBE CITY, INC. |
|
0033423-028 |
|
363,258 |
|
180,869 |
|
|
TUBE CITY, INC. |
|
0033423-029 |
|
103,487 |
|
52,250 |
|
|
TUBE CITY, INC. |
|
0033423-030 |
|
889,752 |
|
444,813 |
|
|
TUBE CITY, INC. |
|
0033423-031 |
|
61,445 |
|
24,950 |
|
|
TUBE CITY, INC. |
|
0033423-032 |
|
46,339 |
|
22,550 |
|
|
TUBE CITY, INC. |
|
0033423-033 |
|
85,716 |
|
29,377 |
|
|
TUBE CITY, INC. |
|
0033423-034 |
|
440,517 |
|
212,109 |
|
|
TUBE CITY, INC. |
|
0033423-035 |
|
6,517 |
|
3,163 |
|
|
TUBE CITY, INC. |
|
0033423-036 |
|
109,320 |
|
53,047 |
|
|
TUBE CITY, INC. |
|
0033423-037 |
|
979,456 |
|
471,860 |
|
|
TUBE CITY, INC. |
|
0033423-038 |
|
372,571 |
|
179,956 |
|
|
TUBE CITY, INC. |
|
0033423-039 |
|
99,366 |
|
47,995 |
|
|
TUBE CITY, INC. |
|
0033423-040 |
|
25,572 |
|
9,700 |
|
|
TUBE CITY, INC. |
|
0033423-041 |
|
76,187 |
|
16,300 |
|
|
TUBE CITY, INC. |
|
0033423-042 |
|
229,472 |
|
110,550 |
|
|
TUBE CITY, INC. |
|
0033423-043 |
|
496,326 |
|
239,731 |
|
|
TUBE CITY, INC. |
|
0033423-044 |
|
664,629 |
|
268,875 |
|
|
TUBE CITY, INC. |
|
0033423-045 |
|
734,312 |
|
347,081 |
|
|
TUBE CITY, INC. |
|
0033423-046 |
|
29,363 |
|
6,100 |
|
|
TUBE CITY, INC. |
|
0033423-047 |
|
368,578 |
|
174,213 |
|
|
TUBE CITY, INC. |
|
0033423-048 |
|
21,197 |
|
10,038 |
|
|
TUBE CITY, INC. |
|
0033423-049 |
|
40,158 |
|
18,700 |
|
|
TUBE CITY, INC. |
|
0033423-050 |
|
11,482 |
|
3,792 |
|
|
TUBE CITY, INC. |
|
0033423-051 |
|
18,775 |
|
5,475 |
|
|
TUBE CITY, INC. |
|
0033423-052 |
|
126,548 |
|
46,553 |
|
|
TUBE CITY, INC. |
|
0033423-053 |
|
41,221 |
|
12,000 |
|
|
TUBE CITY, INC. |
|
0033423-054 |
|
19,068 |
|
8,855 |
|
|
TUBE CITY, INC. |
|
0033423-055 |
|
378,141 |
|
175,603 |
|
|
TUBE CITY, INC. |
|
0033423-056 |
|
29,662 |
|
13,775 |
|
|
TUBE CITY, INC. |
|
0033423-057 |
|
23,657 |
|
11,041 |
|
|
TUBE CITY, INC. |
|
0033423-058 |
|
643,557 |
|
294,911 |
|
|
TUBE CITY, INC. |
|
0033423-059 |
|
446,564 |
|
199,650 |
|
|
TUBE CITY, INC. |
|
0033423-060 |
|
38,802 |
|
17,298 |
|
|
TUBE CITY, INC. |
|
0033423-061 |
|
237,660 |
|
94,893 |
|
|
TUBE CITY, INC. |
|
0033423-062 |
|
123,526 |
|
49,321 |
|
|
TUBE CITY, INC. |
|
0033423-063 |
|
138,437 |
|
55,275 |
|
|
TUBE CITY, INC. |
|
0033423-064 |
|
25,139 |
|
10,038 |
|
|
TUBE CITY, INC. |
|
0033423-065 |
|
259,472 |
|
70,188 |
|
|
TUBE CITY, INC. |
|
0033423-066 |
|
27,164 |
|
10,846 |
|
|
TUBE CITY, INC. |
|
0033423-067 |
|
136,431 |
|
36,750 |
|
|
TUBE CITY, INC. |
|
0033423-068 |
|
7,543 |
|
3,024 |
|
|
TUBE CITY, INC. |
|
0033423-069 |
|
61,675 |
|
24,613 |
|
|
TUBE CITY, INC. |
|
0033423-070 |
|
106,162 |
|
28,525 |
|
|
TUBE CITY, INC. |
|
0033423-071 |
|
156,629 |
|
57,978 |
|
|
TUBE CITY, INC. |
|
0033423-121 |
|
78,148 |
|
39,401 |
|
|
TUBE CITY, INC. |
|
0033423-124 |
|
78,284 |
|
39,463 |
|
|
TUBE CITY, INC. |
|
0033423-221 |
|
62,452 |
|
31,488 |
|
|
TUBE CITY, INC. |
|
0033423-224 |
|
67,857 |
|
34,207 |
|
|
TUBE CITY, INC. |
|
0033423-324 |
|
77,214 |
|
38,924 |
|
|
TUBE CITY, INC. |
|
0033423-534 |
|
247,918 |
|
119,373 |
|
|
TUBE CITY, INC. |
|
0033423-565 |
|
242,605 |
|
65,625 |
|
|
TUCKAHOE LLC |
|
1009411 |
|
3,529,618 |
|
|
|
|
UNC ▇▇▇▇▇▇▇ TECHNOLOGY, INC. |
|
0033069-012 |
|
19,419 |
|
15,005 |
|
|
UNC ▇▇▇▇▇▇▇ TECHNOLOGY, INC. |
|
0033069-108 |
|
60,894 |
|
9,986 |
|
|
UNC ▇▇▇▇▇▇▇ TECHNOLOGY, INC. |
|
0033069-110 |
|
60,894 |
|
9,986 |
|
|
UNC ▇▇▇▇▇▇▇ TECHNOLOGY, INC. |
|
0033069-116 |
|
121,789 |
|
19,971 |
|
|
UNC ▇▇▇▇▇▇▇ TECHNOLOGY, INC. |
|
0033069-117 |
|
240,468 |
|
70,211 |
|
|
UNC ▇▇▇▇▇▇▇ TECHNOLOGY, INC. |
|
0033069-214 |
|
62,894 |
|
9,986 |
|
|
UNITED STATES STEEL CORP |
|
0035204-003 |
|
40,968 |
|
110,616 |
|
|
UNITED STATES STEEL CORP |
|
0035204-005 |
|
62,494 |
|
104,658 |
|
|
UNITED STATES STEEL CORP |
|
0035204-016 |
|
86,284 |
|
95,266 |
|
|
UNITED STATES STEEL CORP |
|
0035204-023 |
|
75,000 |
|
135,069 |
|
10
|
Customer Name |
|
Lease Schedule (IER) |
|
Adjusted
NAV |
|
Booked Residual |
|
|
UNITED STATES STEEL CORP |
|
0035204-024 |
|
31,755 |
|
42,701 |
|
|
UNITED STATES STEEL CORP |
|
0035204-027 |
|
35,389 |
|
66,757 |
|
|
UNITED STATES STEEL CORP |
|
0035204-028 |
|
39,806 |
|
60,057 |
|
|
UNITED STATES STEEL CORP |
|
0035204-029 |
|
26,282 |
|
38,457 |
|
|
UNITED STATES STEEL CORP |
|
0035204-030 |
|
25,283 |
|
36,630 |
|
|
UNITED STATES STEEL CORP |
|
0035204-032 |
|
24,748 |
|
34,882 |
|
|
UNITED STATES STEEL CORP |
|
0035204-034 |
|
60,943 |
|
74,931 |
|
|
UNITED STATES STEEL CORP |
|
0035204-035 |
|
72,075 |
|
79,453 |
|
|
UNITED STATES STEEL CORP |
|
0035204-039 |
|
153,779 |
|
125,716 |
|
|
UNITED STATES STEEL CORP |
|
0035204-040 |
|
34,845 |
|
22,523 |
|
|
UNITED STATES STEEL CORP |
|
0035204-041 |
|
46,034 |
|
35,955 |
|
|
UNITED STATES STEEL CORP |
|
0035204-042 |
|
231,059 |
|
188,136 |
|
|
UNITED STATES STEEL CORP |
|
0042754-001 |
|
8,222,669 |
|
4,406,396 |
|
|
VITESSE CORPORATION |
|
0043132-001 |
|
4,733,318 |
|
3,152,737 |
|
|
▇▇▇▇▇▇ AIRCRAFT INDUSTRIES,INC |
|
1010011 |
|
3,948,615 |
|
|
|
|
▇▇▇▇▇▇ AIRCRAFT INDUSTRIES,INC |
|
1010012 |
|
6,542,798 |
|
|
|
|
▇▇▇▇▇▇▇▇ STEAMSHIP CORP. |
|
0039505-001 |
|
35,901,689 |
|
18,040,000 |
|
|
WEIRTON STEEL CORPORATION |
|
0031484-021 |
|
51,669 |
|
51,879 |
|
|
WEIRTON STEEL CORPORATION |
|
0031484-023 |
|
5,752 |
|
5,752 |
|
|
WEIRTON STEEL CORPORATION |
|
0031484-024 |
|
145,196 |
|
145,196 |
|
|
WEIRTON STEEL CORPORATION |
|
0031484-025 |
|
136,483 |
|
98,475 |
|
|
WEIRTON STEEL CORPORATION |
|
0031484-026 |
|
155,154 |
|
98,475 |
|
|
WEIRTON STEEL CORPORATION |
|
0031484-027 |
|
65,874 |
|
65,874 |
|
|
WEIRTON STEEL CORPORATION |
|
0031484-028 |
|
201,208 |
|
157,592 |
|
|
WEIRTON STEEL CORPORATION |
|
0031484-029 |
|
9,925 |
|
8,126 |
|
|
WEIRTON STEEL CORPORATION |
|
0031484-030 |
|
33,062 |
|
26,542 |
|
|
WEIRTON STEEL CORPORATION |
|
0031484-031 |
|
6,132 |
|
— |
|
|
WEIRTON STEEL CORPORATION |
|
0031484-033 |
|
32,681 |
|
18,584 |
|
|
WEIRTON STEEL CORPORATION |
|
0031484-034 |
|
472,949 |
|
303,702 |
|
|
WEIRTON STEEL CORPORATION |
|
0031484-035 |
|
13,044 |
|
9,680 |
|
|
WEIRTON STEEL CORPORATION |
|
0031484-037 |
|
28,228 |
|
— |
|
|
WEIRTON STEEL CORPORATION |
|
0031484-136 |
|
78,802 |
|
— |
|
|
WHITE SWAN, INC. |
|
0032804-101 |
|
11,366 |
|
— |
|
|
WINGS VENTURES LIMITED |
|
0035859-001 |
|
16,767,797 |
|
14,738,231 |
|
|
WINGS VENTURES LIMITED |
|
0035859-002 |
|
656,153 |
|
522,851 |
|
|
WINGS VENTURES LIMITED |
|
0035859-003 |
|
650,539 |
|
249,749 |
|
|
WINGS VENTURES LIMITED |
|
0035859-004 |
|
1,101,252 |
|
119,147 |
|
|
WORLD WIDE CONTAINER LEASING |
|
0042523-001 |
|
4,578,370 |
|
— |
|
|
WORLD WIDE CONTAINER LEASING |
|
0042523-002 |
|
1,331,447 |
|
— |
|
|
WORLD WIDE CONTAINER LEASING |
|
0042523-003 |
|
1,089,708 |
|
— |
|
|
WORLD WIDE CONTAINER LEASING |
|
0042523-004 |
|
2,817,356 |
|
— |
|
|
WORLD WIDE CONTAINER LEASING |
|
0042523-005 |
|
3,225,978 |
|
— |
|
|
WORLD WIDE CONTAINER LEASING |
|
0042523-006 |
|
5,272,648 |
|
— |
|
|
WORLD WIDE CONTAINER LEASING |
|
0042523-007 |
|
1,240,637 |
|
— |
|
|
▇▇▇▇▇-▇▇▇▇▇▇ TITANIUM CASTING |
|
0033275-001 |
|
779,313 |
|
352,400 |
|
|
XEROX CORPORATION |
|
1010111 |
|
1,136,863 |
|
|
|
|
XEROX CORPORATION |
|
0039584-001 |
|
14,729,035 |
|
9,913,440 |
|
|
ASSETS IN INVENTORY- |
|
|
|
— |
|
|
|
|
AMERICAN STANDARD INC. |
|
0031203-025 |
|
25,000 |
|
— |
|
|
AMERICAN STANDARD INC. |
|
0031203-045 |
|
5,742 |
|
— |
|
|
AMERICAN STANDARD INC. |
|
0031203-047 |
|
2,464 |
|
— |
|
|
AMERICAN STANDARD INC. |
|
0031203-125 |
|
25,000 |
|
— |
|
|
▇▇▇▇▇▇▇, INC. |
|
0030411-072 |
|
1 |
|
2,829.00 |
|
|
GALVPRO L.P. |
|
0035259-005 |
|
2,400 |
|
— |
|
|
GLOBAL AIR CHARTER, INC |
|
0042045-001 |
|
2,847,296 |
|
2,235,359.00 |
|
|
GREAT DANE AIRLINE, INC. |
|
0040541-001 |
|
2,535,674 |
|
1,557,914.00 |
|
|
STONE CONTAINER CORP. |
|
0030791-022 |
|
6,510 |
|
13,594.00 |
|
|
STONE CONTAINER CORP. |
|
0030791-095 |
|
19,679 |
|
25,568.00 |
|
|
STONE CONTAINER CORP. |
|
0030791-195 |
|
19,679 |
|
25,568.00 |
|
|
STONE CONTAINER CORP. |
|
0030791-295 |
|
9,839 |
|
12,784.00 |
|
|
TRANSAMERICA EQUIPMENT LEASING |
|
0027474-001 |
|
139,724 |
|
519,704.00 |
|
|
UNC ▇▇▇▇▇▇▇ TECHNOLOGY, INC. |
|
0033069-017 |
|
10,145 |
|
79,061.00 |
|
|
UNITED STATES STEEL CORP |
|
0035204-106 |
|
5,500 |
|
28,755.00 |
|
|
|
|
|
|
1,873,901,461 |
|
705,743,067 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(22,117,711 |
) |
11
Schedule 1.4, Allocation Schedule
See Schedule 1.4 to Exhibit 10.2 to this Report on Form 8-K.
Schedule 1.9 (a) (iv)
Quarterly Portfolio Reports
1. All GE generated delinquency reports for each portfolio asset showing 30 day, 60 day, and 90+ day delinquencies.
2. All GE generated troubled account, close watch or other credit monitoring reports related to portfolio assets.
3. All specific reserves as of quarter end and write-offs or write downs during the quarter for all portfolio assets.
4. All details used in justifying reserves, write-off and write downs if not covered in other reports above for each affected portfolio asset.
5. Such other reports or data as may reasonably be requested.
Schedule 2.1 Deferred Assets
|
LEASE |
|
CUSTOMER NAME |
|
NAV as of |
|
|
|
0039482-001 |
|
AEROSERVICIOS CORPORATIVOS |
|
$ |
9,347,862 |
|
|
0043021-001 |
|
AERODYNAMICS, INC |
|
$ |
3,974,391 |
|
|
0038971-001 |
|
AEROVITRO. S.A. DE C.V. |
|
$ |
37,789,492 |
|
|
0037304-001 |
|
ATOLL HOLDINGS LIMITED |
|
$ |
2,219,793 |
|
|
0034942-001 |
|
BISON AIR CORPORATION |
|
$ |
3,263,522 |
|
|
0034942-002 |
|
BISON AIR CORPORATION |
|
$ |
238,907 |
|
|
0034942-003 |
|
BISON AIR CORPORATION |
|
$ |
274,870 |
|
|
0038060-001 |
|
BOEING COMPANY, THE |
|
$ |
17,607,627 |
|
|
0038060-002 |
|
BOEING COMPANY, THE |
|
$ |
4,966,078 |
|
|
0038360-001 |
|
BOEING COMPANY, THE |
|
$ |
17,847,355 |
|
|
0038360-002 |
|
BOEING COMPANY, THE |
|
$ |
4,771,328 |
|
|
0034485-003 |
|
CERIDIAN INC. |
|
$ |
10,309,698 |
|
|
▇▇▇▇▇▇▇-▇▇▇ |
|
▇▇▇ AVIATION |
|
$ |
5,695,107 |
|
|
0037360-001 |
|
CORPORATE JETS, INC. |
|
$ |
583,174 |
|
|
0037360-002 |
|
CORPORATE JETS, INC. |
|
$ |
583,174 |
|
|
0037360-003 |
|
CORPORATE JETS, INC. |
|
$ |
1,104,828 |
|
|
0037360-004 |
|
CORPORATE JETS, INC. |
|
$ |
3,143,314 |
|
|
0037360-005 |
|
CORPORATE JETS, INC. |
|
$ |
538,683 |
|
|
0037360-006 |
|
CORPORATE JETS, INC. |
|
$ |
1,062,234 |
|
|
0037360-007 |
|
CORPORATE JETS, INC. |
|
$ |
2,608,414 |
|
|
0037360-008 |
|
CORPORATE JETS, INC. |
|
$ |
2,713,157 |
|
|
0033907-001 |
|
DALLAS AIRMOTIVE, INC |
|
$ |
3,343,524 |
|
|
0034918-001 |
|
▇▇▇ RIVER, INC. |
|
$ |
4,030,860 |
|
|
0034185-001 |
|
AEROSERVICIOS DINAMICOS, S.A. |
|
$ |
5,761,920 |
|
|
0035407-001 |
|
▇▇▇▇▇-▇▇▇▇▇▇ AERONAUTICAL |
|
$ |
125,816 |
|
|
0035407-003 |
|
▇▇▇▇▇-▇▇▇▇▇▇ AERONAUTICAL |
|
$ |
41,625 |
|
|
0035407-006 |
|
▇▇▇▇▇-▇▇▇▇▇▇ AERONAUTICAL |
|
$ |
721,474 |
|
|
0035407-009 |
|
▇▇▇▇▇-▇▇▇▇▇▇ AERONAUTICAL |
|
$ |
46,718 |
|
|
0035407-012 |
|
▇▇▇▇▇-▇▇▇▇▇▇ AERONAUTICAL |
|
$ |
178,444 |
|
|
0035407-013 |
|
▇▇▇▇▇-▇▇▇▇▇▇ AERONAUTICAL |
|
$ |
43,513 |
|
|
0035407-014 |
|
▇▇▇▇▇-▇▇▇▇▇▇ AERONAUTICAL |
|
$ |
350,801 |
|
|
0035407-015 |
|
▇▇▇▇▇-▇▇▇▇▇▇ AERONAUTICAL |
|
$ |
180,683 |
|
|
0035407-016 |
|
▇▇▇▇▇-▇▇▇▇▇▇ AERONAUTICAL |
|
$ |
255,288 |
|
|
0035407-017 |
|
▇▇▇▇▇-▇▇▇▇▇▇ AERONAUTICAL |
|
$ |
180,421 |
|
|
0035407-018 |
|
▇▇▇▇▇-▇▇▇▇▇▇ AERONAUTICAL |
|
$ |
553,245 |
|
|
0035407-020 |
|
▇▇▇▇▇-▇▇▇▇▇▇ AERONAUTICAL |
|
$ |
856,833 |
|
|
0035407-021 |
|
▇▇▇▇▇-▇▇▇▇▇▇ AERONAUTICAL |
|
$ |
108,209 |
|
|
0035407-022 |
|
▇▇▇▇▇-▇▇▇▇▇▇ AERONAUTICAL |
|
$ |
432,938 |
|
|
0035407-023 |
|
▇▇▇▇▇-▇▇▇▇▇▇ AERONAUTICAL |
|
$ |
757,642 |
|
|
0035407-024 |
|
▇▇▇▇▇-▇▇▇▇▇▇ AERONAUTICAL |
|
$ |
651,382 |
|
|
0035407-025 |
|
▇▇▇▇▇-▇▇▇▇▇▇ AERONAUTICAL |
|
$ |
184,163 |
|
|
0035407-026 |
|
▇▇▇▇▇-▇▇▇▇▇▇ AERONAUTICAL |
|
$ |
368,279 |
|
|
0035407-027 |
|
▇▇▇▇▇-▇▇▇▇▇▇ AERONAUTICAL |
|
$ |
197,595 |
|
|
0035407-028 |
|
▇▇▇▇▇-▇▇▇▇▇▇ AERONAUTICAL |
|
$ |
1,071,494 |
|
|
0035407-029 |
|
▇▇▇▇▇-▇▇▇▇▇▇ AERONAUTICAL |
|
$ |
896,042 |
|
|
0035407-030 |
|
▇▇▇▇▇-▇▇▇▇▇▇ AERONAUTICAL |
|
$ |
604,402 |
|
|
0035407-031 |
|
▇▇▇▇▇-▇▇▇▇▇▇ AERONAUTICAL |
|
$ |
601,203 |
|
|
0035407-032 |
|
▇▇▇▇▇-▇▇▇▇▇▇ AERONAUTICAL |
|
$ |
1,226,109 |
|
|
0035407-033 |
|
▇▇▇▇▇-▇▇▇▇▇▇ AERONAUTICAL |
|
$ |
901,688 |
|
|
0035407-034 |
|
▇▇▇▇▇-▇▇▇▇▇▇ AERONAUTICAL |
|
$ |
1,482,712 |
|
|
0035407-035 |
|
▇▇▇▇▇-▇▇▇▇▇▇ AERONAUTICAL |
|
$ |
696,890 |
|
|
0035407-036 |
|
▇▇▇▇▇-▇▇▇▇▇▇ AERONAUTICAL |
|
$ |
707,201 |
|
|
0035407-037 |
|
▇▇▇▇▇-▇▇▇▇▇▇ AERONAUTICAL |
|
$ |
238,403 |
|
|
0035407-038 |
|
▇▇▇▇▇-▇▇▇▇▇▇ AERONAUTICAL |
|
$ |
238,773 |
|
|
0035407-039 |
|
▇▇▇▇▇-▇▇▇▇▇▇ AERONAUTICAL |
|
$ |
238,412 |
|
|
0035407-043 |
|
▇▇▇▇▇-▇▇▇▇▇▇ AERONAUTICAL |
|
$ |
240,447 |
|
|
0035407-044 |
|
▇▇▇▇▇-▇▇▇▇▇▇ AERONAUTICAL |
|
$ |
370,431 |
|
|
0035407-045 |
|
▇▇▇▇▇-▇▇▇▇▇▇ AERONAUTICAL |
|
$ |
247,446 |
|
|
0035407-046 |
|
▇▇▇▇▇-▇▇▇▇▇▇ AERONAUTICAL |
|
$ |
249,527 |
|
1
|
LEASE |
|
CUSTOMER NAME |
|
NAV as of |
|
|
|
0035407-047 |
|
▇▇▇▇▇-▇▇▇▇▇▇ AERONAUTICAL |
|
$ |
125,596 |
|
|
0035407-048 |
|
▇▇▇▇▇-▇▇▇▇▇▇ AERONAUTICAL |
|
$ |
311,083 |
|
|
0035407-049 |
|
▇▇▇▇▇-▇▇▇▇▇▇ AERONAUTICAL |
|
$ |
155,536 |
|
|
0035407-051 |
|
▇▇▇▇▇-▇▇▇▇▇▇ AERONAUTICAL |
|
$ |
156,804 |
|
|
0035407-052 |
|
▇▇▇▇▇-▇▇▇▇▇▇ AERONAUTICAL |
|
$ |
316,153 |
|
|
0035407-053 |
|
▇▇▇▇▇-▇▇▇▇▇▇ AERONAUTICAL |
|
$ |
316,161 |
|
|
0035407-054 |
|
▇▇▇▇▇-▇▇▇▇▇▇ AERONAUTICAL |
|
$ |
316,161 |
|
|
0035407-101 |
|
▇▇▇▇▇-▇▇▇▇▇▇ AERONAUTICAL |
|
$ |
7,538 |
|
|
0035407-112 |
|
▇▇▇▇▇-▇▇▇▇▇▇ AERONAUTICAL |
|
$ |
52,338 |
|
|
0035407-115 |
|
▇▇▇▇▇-▇▇▇▇▇▇ AERONAUTICAL |
|
$ |
12,564 |
|
|
0035407-128 |
|
▇▇▇▇▇-▇▇▇▇▇▇ AERONAUTICAL |
|
$ |
72,163 |
|
|
0037559-001 |
|
▇▇▇▇▇-▇▇▇▇▇▇ AERONAUTICAL |
|
$ |
2,993,732 |
|
|
0032079-004 |
|
FEDERAL-MOGUL CORPORATION |
|
$ |
18,228,235 |
|
|
0034730-003 |
|
FEDERAL-MOGUL CORPORATION |
|
$ |
2,271,674 |
|
|
0040541-001 |
|
GREAT DANE AIRLINE, INC. |
|
|
HFSOL |
|
|
0042045-001 |
|
GLOBAL AIR CHARTER, INC |
|
|
HFSOL |
|
|
0041341-001 |
|
GLOBAL FITTNESS HOLDINGS |
|
$ |
4,231,759 |
|
|
0034074-002 |
|
GREAT LAKES DREDGE & DOCK CO. |
|
$ |
4,007,917 |
|
|
0034074-003 |
|
GREAT LAKES DREDGE & DOCK CO. |
|
$ |
1,973,390 |
|
|
0034074-008 |
|
GREAT LAKES DREDGE & DOCK CO. |
|
$ |
7,985,662 |
|
|
0034074-009 |
|
GREAT LAKES DREDGE & DOCK CO. |
|
$ |
1,330,944 |
|
|
0034074-011 |
|
GREAT LAKES DREDGE & DOCK CO. |
|
$ |
1,368,800 |
|
|
0034074-012 |
|
GREAT LAKES DREDGE & DOCK CO. |
|
$ |
51,555,722 |
|
|
0034074-013 |
|
GREAT LAKES DREDGE & DOCK CO. |
|
$ |
4,322,439 |
|
|
0034074-108 |
|
GREAT LAKES DREDGE & DOCK CO. |
|
$ |
332,736 |
|
|
0034074-208 |
|
GREAT LAKES DREDGE & DOCK CO. |
|
$ |
4,859,700 |
|
|
▇▇▇▇▇▇▇-▇▇▇ |
|
▇.▇. ▇▇▇▇▇ COMPANY |
|
$ |
19,982,362 |
|
|
0039706-004 |
|
HAINAN AIRLINES CO., LTD. |
|
$ |
9,940,223 |
|
|
0039706-005 |
|
HAINAN AIRLINES CO., LTD. |
|
$ |
10,484,160 |
|
|
0042601-001 |
|
▇▇▇▇▇▇ PRERO AVIATION, LLC |
|
$ |
7,885,389 |
|
|
0043553-001 |
|
HELIMED AERO TAXI LTDA |
|
$ |
3,014,272 |
|
|
0039448-001 |
|
LCI SHIPHOLDING, INC. |
|
$ |
52,638,132 |
|
|
0039494-001 |
|
LIDER TAXI AEREO S.A. |
|
$ |
1,857,234 |
|
|
0039673-001 |
|
LUCENT TECHNOLOGIES, INC. |
|
$ |
21,274,458 |
|
|
0039684-001 |
|
LUCENT TECHNOLOGIES, INC. |
|
$ |
22,101,864 |
|
|
0039004-001 |
|
OMNI FLYS,.S.A. DE C.V. |
|
$ |
2,478,077 |
|
|
0039015-001 |
|
OMNI FLYS,.S.A. DE C.V. |
|
$ |
37,037,068 |
|
|
0034718-001 |
|
PEABODY WESTERN COAL CO. |
|
$ |
2,959,456 |
|
|
0032717-004 |
|
QUEST II, LLC |
|
$ |
3,522,935 |
|
|
0032717-005 |
|
QUEST II, LLC |
|
$ |
13,697 |
|
|
0037215-001 |
|
RMH TELESERVICES, INC. |
|
$ |
2,115,007 |
|
|
0037215-002 |
|
RMH TELESERVICES, INC. |
|
$ |
41,014 |
|
|
0033126-001 |
|
ROLLS ROYCE CANADA LTD. |
|
$ |
1,495,482 |
|
|
0037904-001 |
|
RX CHOICE, INC. |
|
$ |
15,146,935 |
|
|
0037904-002 |
|
RX CHOICE, INC. |
|
$ |
9,022,765 |
|
|
0037904-003 |
|
RX CHOICE, INC. |
|
$ |
9,263,822 |
|
|
0037904-004 |
|
RX CHOICE, INC. |
|
$ |
3,789,545 |
|
|
▇▇▇▇▇▇▇-▇▇▇ |
|
▇▇▇ ▇▇▇▇▇ FUNERAL SERVICES |
|
$ |
11,482,923 |
|
|
0042654-001 |
|
SERVICIOS INTEGRALES DE |
|
$ |
10,719,761 |
|
|
0042654-002 |
|
SERVICIOS INTEGRALES DE |
|
$ |
8,706,110 |
|
|
0039717-001 |
|
SKY KING, INC. |
|
$ |
2,530,350 |
|
|
0039717-002 |
|
SKY KING, INC. |
|
$ |
2,639,286 |
|
|
0038071-001 |
|
THE BRIDGEPORT &PORT JEFFERSON |
|
$ |
12,122,293 |
|
|
0033941-001 |
|
▇▇▇▇▇ HOTELS & CASINO RESORTS |
|
$ |
1,490,763 |
|
|
0043132-001 |
|
VITESSE CORPORATION |
|
$ |
4,733,318 |
|
|
0039505-001 |
|
▇▇▇▇▇▇▇▇ STEAMSHIP CORP. |
|
$ |
35,901,689 |
|
|
0035859-001 |
|
WINGS VENTURES LIMITED |
|
$ |
16,767,797 |
|
|
0035859-002 |
|
WINGS VENTURES LIMITED |
|
$ |
656,153 |
|
|
0035859-003 |
|
WINGS VENTURES LIMITED |
|
$ |
650,539 |
|
|
0035859-004 |
|
WINGS VENTURES LIMITED |
|
$ |
1,101,252 |
|
|
0039584-001 |
|
XEROX CORPORATION |
|
$ |
14,729,035 |
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
652,412,324 |
|
2
SCHEDULE 2.2
BUYER TRANSACTION DOCUMENTS
A. INITIAL CLOSING DATE DELIVERIES:
1. Master Assignment and Assumption Agreement.
2. Servicing Agreement.
3. Transition Services Agreement.
4. Option Agreement.
5. Each agreement, instrument, certificate or other instrument as any Seller shall reasonably request for purposes of consummating the transactions contemplated by this Agreement, including, without limitation, any FAA document, assumption agreement, consent agreement, purchase agreement, quiet enjoyment agreement, non-disturbance agreement, limited power of attorney, title document or other similar documentation.
B. SUBSEQUENT CLOSING DATE DELIVERIES: With respect to the Deferred Assets, each agreement, instrument, certificate or other instrument as any Seller shall reasonably request for purposes of consummating the transactions contemplated by this Agreement, including, without limitation, any master assignment and assumption agreement, servicing agreement, transition services agreement, FAA document, assumption agreement, consent agreement, purchase agreement, quiet enjoyment agreement, non-disturbance agreement, limited power of attorney, title document or other similar documentation.
1. Master Assignment and Assumption Agreement.
1
SCHEDULE 2.3
SELLER TRANSACTION DOCUMENTS
A. INITIAL CLOSING DATE DELIVERIES:
1. Master Assignment and Assumption Agreement.
2. ▇▇▇▇ of Sale.
3. Servicing Agreement.
4. Transition Services Agreement.
5. Option Agreement.
6. With respect to each Seller, each agreement, instrument, certificate or other instrument as Buyer shall reasonably request for purposes of consummating the transactions contemplated by this Agreement, including, without limitation, any allonge, stock power, FAA document, ▇▇▇▇ of sale, limited power of attorney, assumption agreement, consent agreement, purchase agreement, title document or other similar documentation.
B. SUBSEQUENT CLOSING DATE DELIVERIES: With respect to the Deferred Assets, each agreement, instrument, certificate or other instrument as any Seller shall reasonably request for purposes of consummating the transactions contemplated by this Agreement, including, without limitation, any master assignment and assumption agreement, ▇▇▇▇ of sale, allonge, stock power, servicing agreement, transition services agreement, FAA document, assumption agreement, consent agreement, purchase agreement, limited power of attorney, title document or other similar documentation.
1. Master Assignment and Assumption Agreement.
2. ▇▇▇▇ of Sale.
2
Schedule 3.1(b)
Sellers’ Conflicts
1. All aircraft and related title documents covered by the Agreement or by a Seller Transaction Document will need to be registered with the proper Governmental Authority.
2. All vessels and related title documents covered by the Agreement or by a Seller Transaction Document will need to be registered with the proper Governmental Authority.
3. All motor vehicles (including trucks and trailers) covered by the Agreement or by a Seller Transaction Document will need to be registered/titled with the proper Governmental Authority.
4. All railroad rolling stock covered by the Agreement or by a Seller Transaction Document will need to be registered/titled with the proper Governmental Authority.
5. Filing with the Brazilian Administrative Council for Economic Defense under the Brazilian Antitrust Law.
6. Filing with the Mexican Federal Competition Commission under the Mexican Federal Law on Economic Competition.
7. Filing with the Canadian Commissioner of Competition under the Canadian Competition Act, subject to further review.
Schedule 3.1(c)
Financial Statements – Income Statement
BOEING CAPITAL CORPORATION
COMMERCIAL FINANCIAL SERVICES SEGMENT
INCOME STATEMENT
31-Dec-03
(Dollars in Millions)
|
|
|
2003 YTD |
|
|
|
|
|
|
|
|
|
REVENUE |
|
|
|
|
|
Finance Lease Income |
|
$ |
63.8 |
|
|
Interest Income |
|
54.0 |
|
|
|
Operating Lease Income |
|
96.9 |
|
|
|
Gain (loss) on Disposal or Re-lease of Assets |
|
8.9 |
|
|
|
Other |
|
5.4 |
|
|
|
Total Revenue |
|
229.0 |
|
|
|
|
|
|
|
|
|
DIRECT EXPENSES |
|
|
|
|
|
Interest and Debt Expense |
|
83.9 |
|
|
|
Depreciation Expense on Financing Assets |
|
48.1 |
|
|
|
|
|
|
|
|
|
Spread |
|
97.0 |
|
|
|
Provision for Credit Losses |
|
18.4 |
|
|
|
Net Margin |
|
78.6 |
|
|
|
|
|
|
|
|
|
G&A AND OTHER EXPENSES |
|
|
|
|
|
Direct |
|
9.4 |
|
|
|
Allocated |
|
9.6 |
|
|
|
Asset Impairment Expenses |
|
3.9 |
|
|
|
Other Expenses |
|
4.5 |
|
|
|
Total G&A and Other Expenses |
|
27.4 |
|
|
|
|
|
|
|
|
|
Income Before Tax |
|
51.2 |
|
|
|
Provision for Income Tax |
|
17.2 |
|
|
|
|
|
|
|
|
|
Net Income |
|
$ |
34.0 |
|
Schedule 3.1(c)
Financial Statements – Balance Sheet
BOEING CAPITAL CORPORATION
COMMERCIAL FINANCIAL SERVICES SEGMENT
BALANCE SHEET
AS OF December 31, 2003
(Dollars in Millions)
|
|
|
December
31, |
|
|
|
|
|
|
|
|
|
ASSETS |
|
|
|
|
|
Cash and Cash Equivalents |
|
$ |
132.5 |
|
|
|
|
|
|
|
|
Financing Assets: |
|
|
|
|
|
Direct Financing Leases |
|
724.3 |
|
|
|
Notes Receivable |
|
750.4 |
|
|
|
Leveraged Leases |
|
— |
|
|
|
Total Financing Assets |
|
1,474.7 |
|
|
|
Reserve for Credit Losses |
|
(48.4 |
) |
|
|
Total Financing Assets less Reserve for Credit Losses |
|
1,426.3 |
|
|
|
|
|
|
|
|
|
Other Financial Assets: |
|
|
|
|
|
Operating Leases |
|
729.0 |
|
|
|
Investments |
|
— |
|
|
|
Equipment Held for Sale or Re-lease |
|
46.0 |
|
|
|
Total Other Financial Assets |
|
775.0 |
|
|
|
|
|
|
|
|
|
Other Assets |
|
32.2 |
|
|
|
Notes and Accounts with Boeing |
|
— |
|
|
|
Total Assets |
|
2,366.0 |
|
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDER’S EQUITY |
|
|
|
|
|
Liabilities: |
|
|
|
|
|
Notes and Accounts with Boeing |
|
10.7 |
|
|
|
Accts Payable & Accrued Expense |
|
8.8 |
|
|
|
Interest Payable |
|
18.4 |
|
|
|
Other Liabilities |
|
16.7 |
|
|
|
Deferred Tax |
|
229.7 |
|
|
|
Debt |
|
1,746.8 |
|
|
|
Total Liabilities |
|
2,031.1 |
|
|
|
|
|
|
|
|
|
Shareholder’s Equity |
|
334.9 |
|
|
|
Total Liabilities and Shareholder’s Equity |
|
$ |
2,366.0 |
|
Schedule 3.1(f)
Governmental Permits
|
No. |
|
State |
|
JURISDICTIONS
REGISTERED |
|
Account |
|
CO |
|
Filing Frequency |
|
|
1 |
|
AL |
|
ALABAMA STATE DEPT. OF REV. |
|
7668-00804 |
|
ELC |
|
MONTHLY |
|
|
▇ |
|
▇▇ |
|
▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ |
|
▇▇▇▇▇▇ |
|
ELC |
|
MONTHLY |
|
|
3 |
|
AR |
|
ARKANSAS DEPT. OF FINANCE |
|
0024753-76-001 |
|
ELC |
|
MONTHLY |
|
|
4 |
|
AZ |
|
ARIZONA DEPT. OF REVENUE |
|
07-096231-V |
|
ELC |
|
MONTHLY |
|
|
5 |
|
AZ |
|
CITY OF ▇▇▇▇▇▇▇▇ |
|
E126 |
|
ELC |
|
MONTHLY |
|
|
6 |
|
AZ |
|
CITY OF FLAGSTAFF |
|
80221252-M |
|
ELC |
|
MONTHLY |
|
|
7 |
|
AZ |
|
CITY OF GLENDALE |
|
100007473 |
|
▇▇▇ |
|
▇▇▇▇▇▇▇▇▇ |
|
|
▇ |
|
▇▇ |
|
▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ |
|
▇▇▇▇ |
|
ELC |
|
ANNUAL |
|
|
9 |
|
AZ |
|
CITY OF PEORIA |
|
5619 |
|
ELC |
|
ANNUAL |
|
|
10 |
|
AZ |
|
CITY OF PRESCOTT |
|
▇-▇▇▇▇▇-▇▇ |
|
ELC |
|
ANNUAL |
|
|
11 |
|
AZ |
|
CITY OF SCOTTSDALE |
|
103428 |
|
ELC |
|
QUARTERLY |
|
|
12 |
|
AZ |
|
CITY OF TEMPE |
|
9242 |
|
ELC |
|
QUARTERLY |
|
|
13 |
|
AZ |
|
CITY OF TUCSON |
|
0064335 |
|
ELC |
|
ANNUAL |
|
|
14 |
|
AZ |
|
CITY TREASURER - PHOENIX |
|
74021545S |
|
ELC |
|
MONTHLY |
|
|
15 |
|
CA |
|
CA. STATE BOARD OF EQUAL. |
|
SR SAB 16-638381 |
|
ELC |
|
MONTHLY |
|
|
16 |
|
CO |
|
COLORADO DEPT. OF REVENUE |
|
80-20685 |
|
ELC |
|
MONTHLY |
|
|
17 |
|
CO |
|
CITY OF ARVADA |
|
1598100 |
|
ELC |
|
QUARTERLY |
|
|
18 |
|
CO |
|
CITY OF BOULDER |
|
▇-▇▇▇▇▇-▇ |
|
ELC |
|
MONTHLY |
|
|
19 |
|
CO |
|
CITY OF BRECKENRIDGE |
|
7454-1-30-00 |
|
ELC |
|
MONTHLY |
|
|
20 |
|
CO |
|
CITY OF COMMERCE |
|
6488 |
|
ELC |
|
ANNUAL |
|
|
21 |
|
CO |
|
CITY OF DURANGO |
|
920268 |
|
ELC |
|
MONTHLY |
|
|
22 |
|
CO |
|
CITY OF ENGLEWOOD |
|
10960-3 |
|
ELC |
|
ANNUAL |
|
|
▇▇ |
|
▇▇ |
|
▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ |
|
▇▇▇▇▇ |
|
ELC |
|
QUARTERLY |
|
|
24 |
|
CO |
|
CITY OF FORT ▇▇▇▇▇▇ |
|
|
|
ELC |
|
ANNUAL |
|
|
25 |
|
CO |
|
CITY OF GLENDALE |
|
0343 |
|
ELC |
|
QUARTERLY |
|
|
26 |
|
CO |
|
CITY OF GRAND JUNCTION |
|
15775-1 |
|
ELC |
|
MONTHLY |
|
|
27 |
|
CO |
|
CITY OF LAJUNTA |
|
1266 |
|
ELC |
|
ANNUAL |
|
|
28 |
|
CO |
|
CITY OF LAKEWOOD |
|
12499 |
|
ELC |
|
QUARTERLY |
|
|
29 |
|
CO |
|
CITY OF LITTLETON |
|
2-03844 |
|
ELC |
|
OCCASIONAL |
|
|
30 |
|
CO |
|
CITY OF LONGMONT |
|
▇-▇▇▇▇▇-▇▇▇▇ |
|
ELC |
|
MONTHLY |
|
|
▇▇ |
|
▇▇ |
|
▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇ |
|
▇▇▇▇▇ |
|
ELC |
|
ANNUAL |
|
|
32 |
|
CO |
|
CITY OF MESA |
|
21765 |
|
ELC |
|
ANNUAL |
|
|
33 |
|
CO |
|
CITY OF WHEAT RIDGE |
|
01440 |
|
ELC |
|
ANNUAL |
|
|
34 |
|
CO |
|
CITY OF WOODLAND PARK |
|
000446 |
|
ELC |
|
ANNUAL |
|
|
35 |
|
CO |
|
CITY WESTMINISTER |
|
1159701-03 |
|
ELC |
|
ANNUAL |
|
|
36 |
|
CO |
|
CITY/COUNTY OF DENVER |
|
0048502 |
|
ELC |
|
MONTHLY |
|
|
37 |
|
CO |
|
TOWN OF WINTER PARK |
|
6032 |
|
ELC |
|
OCCASIONAL |
|
|
38 |
|
CT |
|
CONNECTICUT DEPT. OF REV. |
|
0886721-000 |
|
ELC |
|
ANNUAL |
|
|
39 |
|
DC |
|
D.C. TREASURER/SALES TAX |
|
350000008707 |
|
ELC |
|
ANNUAL |
|
|
40 |
|
DE |
|
DELAWARE DEPT. OF REVENUE |
|
1-952801432 |
|
ELC |
|
QUARTERLY |
|
|
41 |
|
FL |
|
FLORIDA DEPT. OF REVENUE |
|
78-04-020442-61 |
|
ELC |
|
MONTHLY |
|
|
No. |
|
State |
|
JURISDICTIONS
REGISTERED |
|
Account |
|
CO |
|
Filing Frequency |
|
|
42 |
|
GA |
|
GEORGIA DEPT. OF REVENUE |
|
175-61-12108-3 |
|
ELC |
|
MONTHLY |
|
|
43 |
|
HI |
|
HAWAII DEPT. OF TAXATION |
|
10227370 |
|
ELC |
|
MONTHLY |
|
|
44 |
|
IA |
|
IOWA DEPT. OF REVENUE |
|
▇-▇▇-▇▇▇▇▇▇ |
|
ELC |
|
QUARTERLY |
|
|
45 |
|
ID |
|
IDAHO TAX COMMISSION |
|
000146884-S |
|
ELC |
|
MONTHLY |
|
|
46 |
|
IL |
|
ILLINOIS DEPT. OF REVENUE |
|
0269-5316 |
|
ELC |
|
MONTHLY |
|
|
47 |
|
IL |
|
CITY OF CHICAGO |
|
213206 |
|
ELC |
|
MONTHLY |
|
|
48 |
|
IN |
|
INDIANA DEPT. OF REVENUE |
|
003684733-001-0 |
|
ELC |
|
MONTHLY |
|
|
49 |
|
KA |
|
KANSAS DEPT. OF REVENUE |
|
115-0777 |
|
ELC |
|
MONTHLY |
|
|
50 |
|
KY |
|
COMMONWEALTH OF KENTUCKY |
|
113415 |
|
ELC |
|
ANNUAL |
|
|
51 |
|
LA |
|
LOUISIANA DEPT. OF REV. |
|
0756155-001 |
|
ELC |
|
MONTHLY |
|
|
52 |
|
LA |
|
ACADIA PARISH SCHOOL BOARD |
|
610257 |
|
ELC |
|
ANNUAL |
|
|
53 |
|
▇▇ |
|
▇▇▇▇▇▇▇▇▇▇ PSH SHERIFF’S DT. |
|
00164140 |
|
ELC |
|
OCCASIONAL |
|
|
54 |
|
LA |
|
BIENVILLE PARISH SALES & USE TAX |
|
12-04237 |
|
ELC |
|
MONTHLY |
|
|
▇▇ |
|
▇▇ |
|
▇▇▇▇▇▇▇▇ ▇▇▇ & ▇▇▇▇ ▇▇▇▇▇▇ |
|
▇▇▇▇ |
|
ELC |
|
OCCASIONAL |
|
|
▇▇ |
|
▇▇ |
|
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ |
|
▇▇▇▇▇▇ |
|
ELC |
|
MONTHLY |
|
|
57 |
|
LA |
|
CADDO SHREVEPORT TAX COMM. |
|
11171 |
|
ELC |
|
MONTHLY |
|
|
58 |
|
LA |
|
CALCASIEU PARISH SCH BRD |
|
00014073 |
|
ELC |
|
OCCASIONAL |
|
|
▇▇ |
|
▇▇ |
|
▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ |
|
▇▇▇▇▇ |
|
ELC |
|
OCCASIONAL |
|
|
▇▇ |
|
▇▇ |
|
▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ |
|
4031290-1 |
|
ELC |
|
OCCASIONAL |
|
|
▇▇ |
|
▇▇ |
|
▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ |
|
▇▇▇▇ |
|
ELC |
|
OCCASIONAL |
|
|
62 |
|
LA |
|
CITY OF ▇▇▇▇▇▇▇▇▇ |
|
4238 |
|
ELC |
|
OCCASIONAL |
|
|
63 |
|
LA |
|
CITY OF DERIDDER |
|
0164140 |
|
ELC |
|
OCCASIONAL |
|
|
64 |
|
LA |
|
CITY OF MAMOU |
|
▇▇-▇▇▇-▇▇▇ |
|
ELC |
|
OCCASIONAL |
|
|
65 |
|
LA |
|
CITY OF MANDEVILLE |
|
|
|
ELC |
|
OCCASIONAL |
|
|
▇▇ |
|
▇▇ |
|
▇▇▇▇ ▇▇ ▇▇▇▇▇▇ |
|
▇▇▇▇▇ |
|
ELC |
|
OCCASIONAL |
|
|
▇▇ |
|
▇▇ |
|
▇▇▇▇ ▇▇ ▇▇▇▇▇▇ |
|
▇▇▇▇▇▇ |
|
ELC |
|
MONTHLY |
|
|
68 |
|
LA |
|
CITY OF THIBODAUX |
|
▇▇▇-▇▇▇-▇▇▇▇▇ |
|
ELC |
|
OCCASIONAL |
|
|
▇▇ |
|
▇▇ |
|
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ |
|
▇-▇▇▇▇▇▇-▇ |
|
ELC |
|
OCCASIONAL |
|
|
▇▇ |
|
▇▇ |
|
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ SCHOOL BOARD |
|
|
|
ELC |
|
OCCASIONAL |
|
|
71 |
|
LA |
|
▇. ▇▇▇ PARISH OF JEFFERSON |
|
▇▇-▇▇▇▇▇-▇ |
|
▇▇▇ |
|
▇▇▇▇▇▇▇▇▇ |
|
|
▇▇ |
|
▇▇ |
|
▇▇▇▇▇▇ ▇▇▇▇▇▇ SCHOOL BOARD |
|
0793 |
|
ELC |
|
OCCASIONAL |
|
|
▇▇ |
|
▇▇ |
|
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ |
|
▇▇-▇▇▇▇▇ |
|
ELC |
|
MONTHLY |
|
|
▇▇ |
|
▇▇ |
|
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ SCH BRD |
|
650-00-61-12806 |
|
ELC |
|
OCCASIONAL |
|
|
75 |
|
▇▇ |
|
▇▇▇▇▇▇▇▇▇▇ PARISH SCH BRD |
|
▇▇▇-▇▇-▇▇▇▇▇ |
|
ELC |
|
OCCASIONAL |
|
|
▇▇ |
|
▇▇ |
|
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ SCHOOL BOARD |
|
09-00437 |
|
ELC |
|
OCCASIONAL |
|
|
77 |
|
LA |
|
NEW ORLEANS DEPT. OF FIN. |
|
101184471 34 |
|
ELC |
|
MONTHLY |
|
|
▇▇ |
|
▇▇ |
|
▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ |
|
▇▇-▇▇▇▇▇ |
|
ELC |
|
OCCASIONAL |
|
|
79 |
|
LA |
|
PARISH OF ASCENSION |
|
00-0-7516 |
|
ELC |
|
MONTHLY |
|
|
80 |
|
LA |
|
PARISH OF AVOYELLES |
|
316-5874 |
|
ELC |
|
OCCASIONAL |
|
|
▇▇ |
|
▇▇ |
|
▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇ / ▇▇▇▇▇ |
|
▇▇▇▇▇▇▇ |
|
ELC |
|
OCCASIONAL |
|
|
▇▇ |
|
▇▇ |
|
▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ |
|
▇▇▇-▇▇▇▇ |
|
ELC |
|
OCCASIONAL |
|
|
83 |
|
LA |
|
PARISH OF RICHLAND |
|
0909772 |
|
ELC |
|
OCCASIONAL |
|
|
▇▇ |
|
▇▇ |
|
▇▇▇▇▇▇ ▇▇ ▇▇. ▇▇▇▇ |
|
73A 8900 08572 |
|
ELC |
|
ANNUAL |
|
|
No. |
|
State |
|
JURISDICTIONS
REGISTERED |
|
Account |
|
CO |
|
Filing Frequency |
|
|
▇▇ |
|
▇▇ |
|
▇▇▇▇▇▇ ▇▇ ▇▇. TAMMANY / SLIDELL |
|
48-03-0226 |
|
ELC |
|
OCCASIONAL |
|
|
▇▇ |
|
▇▇ |
|
▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇ |
|
▇▇▇▇▇▇▇ |
|
ELC |
|
OCCASIONAL |
|
|
▇▇ |
|
▇▇ |
|
▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ |
|
▇-▇▇▇▇▇▇ |
|
ELC |
|
OCCASIONAL |
|
|
▇▇ |
|
▇▇ |
|
▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇ |
|
▇▇▇-▇▇▇▇▇-▇▇▇▇▇ X |
|
ELC |
|
OCCASIONAL |
|
|
▇▇ |
|
▇▇ |
|
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ |
|
▇▇▇▇▇ |
|
ELC |
|
MONTHLY |
|
|
▇▇ |
|
▇▇ |
|
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ |
|
▇▇▇▇▇ |
|
ELC |
|
MONTHLY |
|
|
91 |
|
LA |
|
SAINT ▇▇▇▇▇ |
|
▇▇▇-▇▇▇-▇▇▇▇▇ |
|
ELC |
|
OCCASIONAL |
|
|
92 |
|
LA |
|
SAINT ▇▇▇▇▇▇ |
|
cert#▇▇▇-▇▇-▇▇▇▇▇ |
|
ELC |
|
ANNUAL |
|
|
▇▇ |
|
▇▇ |
|
▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ SCH BD |
|
86-06799 |
|
ELC |
|
OCCASIONAL |
|
|
▇▇ |
|
▇▇ |
|
▇▇. ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ |
|
▇▇▇-▇▇▇-▇▇▇▇ |
|
ELC |
|
MONTHLY |
|
|
95 |
|
LA |
|
VERMILION PARISH SCHOOL |
|
008339 |
|
ELC |
|
OCCASIONAL |
|
|
▇▇ |
|
▇▇ |
|
▇. ▇▇▇▇▇ ▇▇▇▇▇ P’SH SCH BRD |
|
3330 |
|
ELC |
|
ANNUAL |
|
|
97 |
|
LA |
|
WASHINGTON P’SH/POLICE JURY |
|
05-62000 |
|
ELC |
|
MONTHLY |
|
|
▇▇ |
|
▇▇ |
|
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ SCHOOL BOARD |
|
01728 |
|
ELC |
|
OCCASIONAL |
|
|
▇▇ |
|
▇▇ |
|
▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇ |
|
▇▇-▇▇▇▇▇ |
|
ELC |
|
OCCASIONAL |
|
|
100 |
|
MA |
|
MASSACHUSETTS DEPT. OF REV. |
|
▇▇▇-▇▇▇-▇▇▇*09* |
|
ELC |
|
QUARTERLY |
|
|
101 |
|
MD |
|
MARYLAND COMPTR.OF TREASURY |
|
02249849 |
|
ELC |
|
QUARTERLY |
|
|
102 |
|
ME |
|
MAINE BUREAU OF TAXATION |
|
F053063 |
|
ELC |
|
QUARTERLY |
|
|
103 |
|
MI |
|
MICHIGAN DEPT. OF REVENUE |
|
▇▇-▇▇▇▇▇▇▇ |
|
ELC |
|
MONTHLY |
|
|
104 |
|
MN |
|
MINNESOTA DEPT. OF REVENUE |
|
6401912 |
|
ELC |
|
MONTHLY |
|
|
105 |
|
MN |
|
CITY OF DULUTH |
|
53731000C |
|
ELC |
|
ANNUAL |
|
|
106 |
|
MN |
|
CITY OF MINNEAPOLIS |
|
6401912 |
|
ELC |
|
MONTHLY |
|
|
107 |
|
MO |
|
MISSOURI DEPT. OF REVENUE |
|
11341874 |
|
ELC |
|
MONTHLY |
|
|
108 |
|
MO |
|
MISSOURI MOTOR VEHICLE BUREAU |
|
LR1012 |
|
ELC |
|
ANNUAL |
|
|
109 |
|
MS |
|
MISSISSIPPI TAX COMMISSION |
|
▇▇-▇▇▇▇▇-▇ |
|
ELC |
|
MONTHLY |
|
|
110 |
|
NC |
|
NORTH CAROLINA DEPT. OF REV. |
|
711 9 101 14635 |
|
ELC |
|
MONTHLY |
|
|
111 |
|
NC |
|
NC-MECKLENBURG PUBLIC TRANSPORTATION |
|
10114635 |
|
ELC |
|
MONTHLY |
|
|
112 |
|
NC |
|
NC-MOTR VEHICLE LEASE & RENTAL TAX |
|
10114635 |
|
▇▇▇ |
|
▇▇▇▇▇▇▇▇▇ |
|
|
▇▇▇ |
|
▇▇ |
|
▇▇▇▇▇ ▇▇▇▇▇▇ |
|
▇▇▇▇▇▇ 00 |
|
ELC |
|
QUARTERLY |
|
|
▇▇▇ |
|
▇▇ |
|
▇▇▇▇▇▇▇▇ DEPT. OF REV. |
|
2 2467739 1 000 |
|
ELC |
|
ANNUAL |
|
|
▇▇▇ |
|
▇▇ |
|
▇▇▇▇▇▇▇▇ DEPT. OF REV. - FORM 94 |
|
-2467739 |
|
ELC |
|
ANNUAL |
|
|
116 |
|
NJ |
|
NEW JERSEY SALES TAX |
|
▇▇▇-▇▇▇-▇▇▇ / 000 |
|
ELC |
|
MONTHLY |
|
|
117 |
|
NM |
|
NEW MEXICO DEPT. OF REVENUE |
|
01791279002 |
|
ELC |
|
MONTHLY |
|
|
118 |
|
NV |
|
NEVADA DEPT. OF TAXATION - B/T |
|
659182109 |
|
ELC |
|
QUARTERLY |
|
|
119 |
|
NV |
|
NEVADA DEPT. OF TAXATION - S/T |
|
480114432 |
|
ELC |
|
MONTHLY |
|
|
120 |
|
NY |
|
NEW YORK DEPT. OF REVENUE |
|
95-28014322 |
|
ELC |
|
MONTHLY |
|
|
121 |
|
OH |
|
OHIO DEPT. OF REVENUE |
|
99-006281(2) |
|
ELC |
|
MONTHLY |
|
|
122 |
|
OK |
|
OKLAHOMA TAX COMMISSION |
|
222018 |
|
ELC |
|
MONTHLY |
|
|
123 |
|
PA |
|
COMMONWEALTH OF PENNSYLVANIA |
|
99-234572 |
|
ELC |
|
MONTHLY |
|
|
No. |
|
State |
|
JURISDICTIONS
REGISTERED |
|
Account |
|
CO |
|
Filing Frequency |
|
|
124 |
|
PA |
|
PA DEPARTMENT OF REVENUE - MV |
|
99-234572 |
|
ELC |
|
QUARTERLY |
|
|
▇▇▇ |
|
▇▇ |
|
▇▇▇▇▇ ▇▇▇▇▇▇ DIV. OF TAX. |
|
94666 |
|
ELC |
|
QUARTERLY |
|
|
126 |
|
SC |
|
SOUTH CAROLINA TAX COMM. |
|
1394226-000-9 |
|
ELC |
|
MONTHLY |
|
|
127 |
|
SD |
|
SOUTH DAKOTA DEPT. OF REVENUE |
|
73-010358-ST-4 |
|
ELC |
|
Bi-ANNUAL |
|
|
128 |
|
TN |
|
TENNESSEE DEPT. OF REVENUE |
|
101761999 |
|
ELC |
|
MONTHLY |
|
|
129 |
|
TX |
|
TEXAS COMPTROLLER OF ACCTS |
|
1-95-2801432-7 |
|
ELC |
|
MONTHLY |
|
|
130 |
|
TX |
|
TEXAS SURCHARGE Heavy Duty Diesel |
|
1-95-2801432-7 |
|
ELC |
|
MONTHLY |
|
|
131 |
|
UT |
|
UTAH STATE TAX COMMISSION |
|
C65298 |
|
ELC |
|
QUARTERLY |
|
|
132 |
|
VA |
|
VIRGINIA DEPT. OF REVENUE |
|
000070092-4 |
|
ELC |
|
MONTHLY |
|
|
▇▇▇ |
|
▇▇ |
|
▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ |
|
▇▇▇▇▇ |
|
ELC |
|
ANNUAL |
|
|
▇▇▇ |
|
▇▇ |
|
▇▇▇▇▇▇▇▇▇▇ DEPT. OF REVENUE |
|
600 1490 918 |
|
ELC |
|
MONTHLY |
|
|
▇▇▇ |
|
▇▇ |
|
▇▇▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇ ▇▇▇▇▇▇▇ |
|
▇▇▇▇▇▇▇ |
|
ELC |
|
MONTHLY |
|
|
136 |
|
WV |
|
WEST VIRGINIA TAX COMM. |
|
95-280-1432-001 |
|
ELC |
|
ANNUAL |
|
|
▇▇▇ |
|
▇▇ |
|
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇. ▇▇ ▇▇ |
|
▇▇▇▇▇-▇▇▇ |
|
ELC |
|
MONTHLY |
|
|
▇▇▇ |
|
▇▇ |
|
▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ |
|
▇▇-▇-▇▇▇▇▇ |
|
ELC |
|
QUARTERLY |
|
|
REGISTRATIONS / AUTHORITY TO DO BUSINESS |
|||||||||||
|
139 |
|
AL |
|
|
|
|
|
ELC / BCC |
|
|
|
|
140 |
|
AZ |
|
|
|
|
|
ELC |
|
|
|
|
141 |
|
CA |
|
|
|
|
|
ELC / BCC |
|
|
|
|
142 |
|
DE |
|
|
|
|
|
ELC / BCC |
|
|
|
|
143 |
|
FL |
|
|
|
|
|
ELC |
|
|
|
|
144 |
|
IL |
|
|
|
|
|
ELC / BCC |
|
|
|
|
145 |
|
KS |
|
|
|
|
|
BCC |
|
|
|
|
146 |
|
MA |
|
|
|
|
|
ELC |
|
|
|
|
147 |
|
MD |
|
|
|
|
|
ELC / BCC |
|
|
|
|
148 |
|
MI |
|
|
|
|
|
ELC |
|
|
|
|
149 |
|
MO |
|
|
|
|
|
ELC |
|
|
|
|
150 |
|
NC |
|
|
|
|
|
ELC / BCC |
|
|
|
|
151 |
|
OH |
|
|
|
|
|
ELC / BCC |
|
|
|
|
152 |
|
OK |
|
|
|
|
|
ELC |
|
|
|
|
153 |
|
OR |
|
|
|
|
|
LLC |
|
|
|
|
154 |
|
PA |
|
|
|
|
|
ELC |
|
|
|
|
155 |
|
TX |
|
|
|
|
|
ELC / BCC |
|
|
|
|
156 |
|
WI |
|
|
|
|
|
ELC |
|
|
|
|
BUSINESS LICENSES / PERMITS |
|
||||||||||
|
▇▇▇ |
|
▇▇ |
|
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ |
|
▇▇▇▇▇▇ |
|
ELC |
|
|
|
|
▇▇▇ |
|
▇▇ |
|
▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ |
|
▇▇▇▇▇ |
|
ELC |
|
|
|
|
159 |
|
AZ |
|
CITY OF ▇▇▇▇▇▇▇▇ |
|
100014126 |
|
▇▇▇ |
|
|
|
|
▇▇▇ |
|
▇▇ |
|
▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ |
|
BU94061740 |
|
MDOFC |
|
|
|
|
161 |
|
CA |
|
CITY OF LONG BEACH |
|
BU20101140 |
|
ELC |
|
|
|
|
162 |
|
CA |
|
COUNTY OF ALAMEDA |
|
5291 |
|
ELC |
|
|
|
|
163 |
|
CO |
|
CITY OF GLENDALE |
|
9-0588 |
|
ELC |
|
|
|
|
164 |
|
CO |
|
CITY OF AURORA |
|
6449 |
|
ELC |
|
|
|
|
165 |
|
CO |
|
COUNTY OF ALAMEDA |
|
5291 |
|
ELC |
|
|
|
|
166 |
|
CO |
|
CITY OF WESTMINSTER |
|
64 |
|
ELC |
|
|
|
|
No. |
|
State |
|
JURISDICTIONS
REGISTERED |
|
Account |
|
CO |
|
Filing Frequency |
|
|
▇▇▇ |
|
▇▇ |
|
▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ |
|
1989040277 |
|
ELC |
|
|
|
|
▇▇▇ |
|
▇▇ |
|
▇▇▇▇▇▇▇▇▇ MOTOR VEHICLE COMMISSION |
|
L-8-197 |
|
ELC |
|
|
|
|
169 |
|
NV |
|
STATE OF NEVADA |
|
C-0088633 |
|
ELC |
|
|
|
|
170 |
|
OH |
|
MOTOR VEHICLE LEASING DEALER LICENSE |
|
LD003737 |
|
ELC |
|
|
|
|
171 |
|
OR |
|
CITY OF PORTLAND BUSINESS LICENSE |
|
659200 |
|
PORTLAND TUBE |
|
|
|
|
▇▇▇ |
|
▇▇ |
|
▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ |
|
▇▇▇▇▇ |
|
ELC |
|
|
|
|
▇▇▇ |
|
▇▇ |
|
▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ |
|
▇▇▇▇ |
|
ELC |
|
|
|
|
174 |
|
WA |
|
CITY OF SPOKANE |
|
L0405835 |
|
ELC |
|
|
|
Schedule 3.1(i)
Software Contracts
None.
Schedule 3.1(j)
Litigation – Seller
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ v. BCC, MDFC, et al. Suit for “perjury”, fraud, filing false claims. Dismissed with prejudice by the United States District Court For Western District of Kentucky. Plaintiff is appealing to the 6th Circuit, virtually no chance of success.
Include by reference Schedule 3.2(h).
Schedule 3.1(k)
Contracts
None.
Schedule 3.1(n-(i))
Benefit Plans
1. The Pension Value Plan for Employees of The Boeing Company
2. The Boeing Company Voluntary Investment Plan
3. The Boeing Company Employee Health and Welfare Plan
4. The Boeing Company Disability, Life and Accident Plan
5. The Boeing Company Executive Life Insurance Plan
6. The Boeing Company Retiree Life Insurance Plan
7. The Boeing Company Retiree Health and Welfare Plan
8. The Boeing Company Cafeteria plan, Plan 576
9. The Boeing Company Layoff Benefits Plan
10. The Boeing Company Executive Layoff Benefits Plan
11. Supplemental Benefits Plan for Employees of The Boeing Company
12. Supplemental Executive Retirement Plan for Employees of The Boeing Company
13. Deferred Compensation Plan for Employees of The Boeing Company
14. Incentive Compensation Plan for Officers and Employees of The Boeing Company and Subsidiaries
15. The Boeing Company 1997 Incentive Stock Plan
16. The Boeing Company 1993 Incentive Stock Plan
17. The Boeing Company 1988 Stock Option Plan
18. Executive Compensation Program
19. Cash Award Program
20. Special Incentive Awards Program
21. Commission Plan for CFS Marketing Employees
22. Bonus Program for Non-Marketing/Non-Executive CFS Employees
23. The Boeing Company ShareValue Plan
24. Vacation Provisions for Salaried Employees (Procedure PRO-997)
25. Sick Leave Provisions for Salaried Non-Union Employees (Procedure PRO-1004)
Holidays (Procedure PRO-1002)
Schedule 3.1(n-(iii))
Exceptions to Benefits
An application is pending with the Internal Revenue Service for an initial determination letter on the qualification of The Pension Value Plan for Employees of The Boeing Company.
Schedule 3.1(p-(ii))
Retention Agreements
1. Retention Bonus Program offered by The Boeing Company to ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇, ▇▇. Dir – Documentation, retention date January 20, 2004.
2. Retention Bonus Program offered by The Boeing Company to ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. Dir – Credit, retention date January 20, 2004.
3. Retention Bonus Program offered by The Boeing Company to ▇▇▇▇ ▇. ▇▇▇▇, Dir – Equipment Portfolio, retention date January 20, 2004.
4. Retention Bonus Program offered by The Boeing Company to ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. Dir – Equipment, retention date January 20, 2004.
5. Retention Bonus Program offered by The Boeing Company to ▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇., Sr. Dir – Business Aircraft, retention date January 20, 2004.
6. Retention Bonus Program offered by The Boeing Company to ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Dir – Quantitative Analysis, retention date January 20, 2004.
7. Retention Bonus Program offered by The Boeing Company to ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Manager – Special Credits, retention date January 20, 2004.
Schedule 3.1(q)
Undisclosed Liabilities
Off Balance sheet arrangements disclosed in the March 31, 2004 10Q in Footnote 9
Asset guarantees to General Electric Capital Corporation
1 Equipment Lease Agreement 20686 dated June 10, 1990 between MDFC Equipment Leasing Corporation and HRB Systems, Inc. As Lessee
a. 1990 Beachcraft Kind Air B350 Serial Number FL-034
2 Equipment Lease Agreement 35893 dated December 30, 1999 between MDFC Equipment Leasing Corporation and Peabody Holding Company, Inc.
a. Corporate Jets Model BAE-125-1000a Serial number 259031
3 Equipment Lease Agreement 35893 dated December 30, 1999 between MDFC Equipment Leasing Corporation and Peabody Holding Company, Inc.
a. MK-V EGPWS with windshear and EFIS, Dual NZ-2000 with channel GPS and Primus 880 weather radar installed on Corporate Jets Model BAE-125-1000A Serial number 259031
Schedule 3.2(g)(i)
Late Payments
Boeing Capital Corporation
Accounts over 30 Days Past Due
As of 04/30/04
Unexpired Leases
Customer
Adelphia Communications
Centrobe, Inc.
CSU Transport
▇▇▇ River, Inc.
▇▇▇▇▇▇▇ Baking Company
▇▇▇▇▇ ▇▇▇▇▇▇
Quest II
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Corp.
Stone Container Corp.
United States Steel
Weirton Steel Corp.
World Wide Container Leasing
Xerox Corporation
Federal-Mogul Corporation
Neuvant Areospace Corporation
Sky King
Southern Bulk Industries, Inc.
LOANS
Customer
Aero Toy Store
▇▇▇▇▇▇▇ Cable Acquistion
▇▇▇▇▇ Pet Care
Gemini Industries
Glenoit Corp
Golden Gems
Grays Harbor Paper
Joda Partnership
Lowa Corp.
Maritime Shipping
Policyd, ▇.▇.▇▇ C.V.
Sky King, Inc.
Southern Bulk Industries, Inc.
PREPAYMENTS 3.2 (g)(i)
|
MAY 2004 PAYMENTS |
|
|
|
PREPAYMENTS
|
|
|
|
|
|
RENT
PREPAYMENTS |
|
SALES
TAX/OTHER |
|
|
Customer |
|
Invoice Nbr |
|
Due Date |
|
Lease |
|
Fee Code Desc |
|
Amount Applied |
|
Amount Applied |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
American Standard Industries |
|
298392 |
|
5/1/2004 0:00 |
|
31203 |
|
RENTS |
|
2,447.37 |
|
|
|
|
American Standard Industries |
|
298393 |
|
5/1/2004 0:00 |
|
31203 |
|
RENTS |
|
1,698.02 |
|
|
|
|
American Standard Industries |
|
298393 |
|
5/1/2004 0:00 |
|
31203 |
|
RENTS |
|
5,175.63 |
|
|
|
|
American Standard Industries |
|
298393 |
|
5/1/2004 0:00 |
|
31203 |
|
RENTS |
|
4,916.91 |
|
|
|
|
American Standard Industries |
|
298393 |
|
5/1/2004 0:00 |
|
31203 |
|
RENTS |
|
1,723.99 |
|
|
|
|
American Standard Industries |
|
298393 |
|
5/1/2004 0:00 |
|
31203 |
|
RENTS |
|
1,337.28 |
|
|
|
|
American Standard Industries |
|
298393 |
|
5/1/2004 0:00 |
|
31203 |
|
RENTS |
|
1,660.40 |
|
|
|
|
American Standard Industries |
|
298393 |
|
5/1/2004 0:00 |
|
31203 |
|
RENTS |
|
3,169.80 |
|
|
|
|
American Standard Industries |
|
298391 |
|
5/1/2004 0:00 |
|
31203 |
|
ACC & PREP RENT |
|
18,787.43 |
|
|
|
|
American Standard Industries |
|
298391 |
|
5/1/2004 0:00 |
|
31203 |
|
ACC & PREP RENT |
|
18,750.56 |
|
|
|
|
American Standard Industries |
|
298391 |
|
5/1/2004 0:00 |
|
31203 |
|
RENTS |
|
10,545.00 |
|
|
|
|
American Standard Industries |
|
298393 |
|
5/1/2004 0:00 |
|
31203 |
|
RENTS |
|
5,437.20 |
|
|
|
|
American Standard Industries |
|
|
|
|
|
31203 |
|
|
|
75,649.59 |
|
|
|
|
Bison Air Corporation |
|
298402 |
|
5/1/2004 0:00 |
|
34942 |
|
ACC & PREP RENT |
|
68,558.00 |
|
|
|
|
Bison Air Corporation |
|
298402 |
|
5/1/2004 0:00 |
|
34942 |
|
TAX ON ACC/PRPD |
|
|
|
1,513.76 |
|
|
Bison Air Corporation |
|
298402 |
|
5/1/2004 0:00 |
|
34942 |
|
ACC & PREP RENT |
|
6,279.50 |
|
|
|
|
Bison Air Corporation |
|
298402 |
|
5/1/2004 0:00 |
|
34942 |
|
TAX ON ACC/PRPD |
|
|
|
138.65 |
|
|
Bison Air Corporation |
|
298403 |
|
5/1/2004 0:00 |
|
34942 |
|
ACC & PREP RENT |
|
8,305.74 |
|
|
|
|
Bison Air Corporation |
|
298403 |
|
5/1/2004 0:00 |
|
34942 |
|
TAX ON ACC/PRPD |
|
|
|
183.39 |
|
|
Bison Air Corporation |
|
|
|
|
|
34942 |
|
|
|
83,143.24 |
|
1,835.80 |
|
|
Boeing Company |
|
298579 |
|
5/30/2004 0:00 |
|
38060 |
|
ACC & PREP RENT |
|
166,808.70 |
|
|
|
|
Boeing Company |
|
298579 |
|
5/30/2004 0:00 |
|
38060 |
|
TAX ON ACC/PRPD |
|
|
|
15,464.83 |
|
|
Boeing Company |
|
298579 |
|
5/30/2004 0:00 |
|
38060 |
|
ACC & PREP RENT |
|
46,038.36 |
|
|
|
|
Boeing Company |
|
298579 |
|
5/30/2004 0:00 |
|
38060 |
|
TAX ON ACC/PRPD |
|
|
|
4,268.21 |
|
|
Boeing Company |
|
|
|
|
|
38060 |
|
|
|
212,847.06 |
|
19,733.04 |
|
|
Boeing Company |
|
298404 |
|
5/1/2004 0:00 |
|
38360 |
|
ACC & PREP RENT |
|
44,815.36 |
|
|
|
|
Boeing Company |
|
298404 |
|
5/1/2004 0:00 |
|
38360 |
|
TAX ON ACC/PRPD |
|
|
|
4,154.83 |
|
|
Boeing Company |
|
298580 |
|
5/31/2004 0:00 |
|
38360 |
|
ACC & PREP RENT |
|
162,532.18 |
|
|
|
|
Boeing Company |
|
298580 |
|
5/31/2004 0:00 |
|
38360 |
|
TAX ON ACC/PRPD |
|
|
|
15,068.36 |
|
|
Boeing Company |
|
|
|
|
|
38360 |
|
|
|
207,347.54 |
|
19,223.19 |
|
|
Camrose Pipe Corporation |
|
298407 |
|
5/1/2004 0:00 |
|
43143 |
|
ACC & PREP RENT |
|
82,197.50 |
|
|
|
|
Camrose Pipe Corporation |
|
|
|
|
|
43143 |
|
|
|
82,197.50 |
|
|
|
|
Ceridian Inc |
|
298409 |
|
5/1/2004 0:00 |
|
34485 |
|
ACC & PREP RENT |
|
88,689.00 |
|
|
|
|
Ceridian Inc |
|
298409 |
|
5/1/2004 0:00 |
|
34485 |
|
TAX ON ACC/PRPD |
|
|
|
5,764.79 |
|
|
Ceridian Inc |
|
|
|
|
|
34485 |
|
|
|
88,689.00 |
|
5,764.79 |
|
|
▇▇▇▇▇▇▇▇ Processed Foods |
|
298585 |
|
5/16/2004 0:00 |
|
34141 |
|
RENTS |
|
2,059.40 |
|
|
|
|
▇▇▇▇▇▇▇▇ Processed Foods |
|
|
|
|
|
34141 |
|
|
|
2,059.40 |
|
|
|
|
Creative Golf Management |
|
298413 |
|
5/1/2004 0:00 |
|
37893 |
|
ACC & PREP RENT |
|
6,226.93 |
|
|
|
|
Creative Golf Management |
|
|
|
|
|
37893 |
|
|
|
6,226.93 |
|
|
|
|
Del Monte Foods Corp |
|
298417 |
|
5/7/2004 0:00 |
|
34096 |
|
ACC & PREP RENT |
|
7,748.00 |
|
|
|
|
Del Monte Foods Corp |
|
298417 |
|
5/7/2004 0:00 |
|
34096 |
|
ACC & PREP RENT |
|
6,990.90 |
|
|
|
|
Del Monte Foods Corp |
|
298597 |
|
5/18/2004 0:00 |
|
34096 |
|
ACC & PREP RENT |
|
2,504.98 |
|
|
|
|
Del Monte Foods Corp |
|
298600 |
|
5/25/2004 0:00 |
|
34096 |
|
RENTS |
|
1,474.74 |
|
|
|
|
Del Monte Foods Corp |
|
298602 |
|
5/29/2004 0:00 |
|
34096 |
|
RENTS |
|
1,492.04 |
|
|
|
|
Del Monte Foods Corp |
|
|
|
|
|
34096 |
|
|
|
20,210.66 |
|
|
|
|
Delta airlines |
|
298419 |
|
5/1/2004 0:00 |
|
43408 |
|
ACC & PREP RENT |
|
166.17 |
|
|
|
|
Delta airlines |
|
|
|
|
|
43408 |
|
|
|
166.17 |
|
|
|
|
Equistar Chemicals |
|
298628 |
|
5/16/2004 0:00 |
|
42610 |
|
ACC & PREP RENT |
|
181,848.24 |
|
|
|
|
Equistar Chemicals |
|
298628 |
|
5/16/2004 0:00 |
|
42610 |
|
ACC & PREP RENT |
|
210,610.28 |
|
|
|
|
Equistar Chemicals |
|
|
|
|
|
42610 |
|
|
|
392,458.52 |
|
|
|
|
▇▇▇▇▇▇▇ Container |
|
298634 |
|
5/20/2004 0:00 |
|
33918 |
|
RENTAL TAX |
|
|
|
288.24 |
|
|
▇▇▇▇▇▇▇ Container |
|
298634 |
|
5/20/2004 0:00 |
|
33918 |
|
RENTS |
|
3,145.74 |
|
|
|
|
▇▇▇▇▇▇▇ Container |
|
298634 |
|
5/20/2004 0:00 |
|
33918 |
|
RENTAL TAX |
|
|
|
61.25 |
|
|
▇▇▇▇▇▇▇ Container |
|
298634 |
|
5/20/2004 0:00 |
|
33918 |
|
RENTS |
|
668.48 |
|
|
|
|
▇▇▇▇▇▇▇ Container |
|
|
|
|
|
33918 |
|
|
|
3,814.22 |
|
349.49 |
|
|
▇▇▇▇▇ Lemmerz Int’l |
|
298645 |
|
5/31/2004 0:00 |
|
34007 |
|
RENTS |
|
102,301.05 |
|
|
|
|
MAY 2004 PAYMENTS |
|
|
|
PREPAYMENTS
|
|
|
|
|
|
RENT
PREPAYMENTS |
|
SALES
TAX/OTHER |
|
|
Customer |
|
Invoice Nbr |
|
Due Date |
|
Lease |
|
Fee Code Desc |
|
Amount Applied |
|
Amount Applied |
|
|
▇▇▇▇▇ Lemmerz Int’l |
|
|
|
|
|
34007 |
|
|
|
102,301.05 |
|
|
|
|
▇▇▇▇▇▇ International |
|
298456 |
|
5/1/2004 0:00 |
|
35593 |
|
PRINCIPAL |
|
10,649.62 |
|
|
|
|
▇▇▇▇▇▇ International |
|
298456 |
|
5/1/2004 0:00 |
|
35593 |
|
INTEREST |
|
1,186.03 |
|
|
|
|
▇▇▇▇▇▇ International |
|
|
|
|
|
35593 |
|
|
|
11,835.65 |
|
|
|
|
Lehigh Press, Inc |
|
298465 |
|
5/1/2004 0:00 |
|
34563 |
|
RENTS |
|
32,665.20 |
|
|
|
|
Lehigh Press, Inc |
|
|
|
|
|
34563 |
|
|
|
32,665.20 |
|
|
|
|
Lucent Technologies |
|
298467 |
|
5/1/2004 0:00 |
|
39673 |
|
ACC & PREP RENT |
|
690,569.23 |
|
|
|
|
Lucent Technologies |
|
|
|
|
|
39673 |
|
|
|
690,569.23 |
|
|
|
|
Lucent Technologies |
|
298468 |
|
5/1/2004 0:00 |
|
39684 |
|
ACC & PREP RENT |
|
718,460.61 |
|
|
|
|
Lucent Technologies |
|
|
|
|
|
39684 |
|
|
|
718,460.61 |
|
|
|
|
▇▇▇▇ ▇▇▇▇▇, LLC |
|
298469 |
|
5/1/2004 0:00 |
|
37660 |
|
ACC & PREP RENT |
|
8,107.50 |
|
|
|
|
▇▇▇▇ ▇▇▇▇▇, LLC |
|
|
|
|
|
37660 |
|
|
|
8,107.50 |
|
|
|
|
▇▇▇▇▇ ▇▇▇▇’▇ Inc |
|
298667 |
|
5/16/2004 0:00 |
|
40263 |
|
RENTS |
|
117,681.56 |
|
|
|
|
▇▇▇▇▇ ▇▇▇▇’▇ Inc |
|
|
|
|
|
40263 |
|
|
|
117,681.56 |
|
|
|
|
Revere Copper Production |
|
298493 |
|
5/1/2004 0:00 |
|
32820 |
|
RENTS |
|
4,471.30 |
|
|
|
|
Revere Copper Production |
|
|
|
|
|
32820 |
|
|
|
4,471.30 |
|
|
|
|
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ |
|
298675 |
|
5/15/2004 0:00 |
|
33841 |
|
RENTS |
|
1,023.25 |
|
|
|
|
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ |
|
|
|
|
|
33841 |
|
|
|
1,023.25 |
|
|
|
|
Servicios Integrales Aviacion |
|
298502 |
|
5/23/2004 0:00 |
|
42654 |
|
LEGAL EXPENSES |
|
|
|
45,742.03 |
|
|
Servicios Integrales Aviacion |
|
|
|
|
|
42654 |
|
|
|
|
|
45,742.03 |
|
|
Star Leasing Corp |
|
298677 |
|
5/30/2004 0:00 |
|
32384 |
|
RENTS |
|
2,423.72 |
|
|
|
|
Star Leasing Corp |
|
298677 |
|
5/30/2004 0:00 |
|
32384 |
|
RENTS |
|
8,458.28 |
|
|
|
|
Star Leasing Corp |
|
298677 |
|
5/30/2004 0:00 |
|
32384 |
|
RENTS |
|
1,814.92 |
|
|
|
|
Star Leasing Corp |
|
298677 |
|
5/30/2004 0:00 |
|
32384 |
|
PRINCIPAL |
|
9,397.98 |
|
|
|
|
Star Leasing Corp |
|
298677 |
|
5/30/2004 0:00 |
|
32384 |
|
INTEREST |
|
8,375.76 |
|
|
|
|
Star Leasing Corp |
|
|
|
|
|
32384 |
|
|
|
30,470.66 |
|
|
|
|
Stone Container Corp |
|
298514 |
|
5/10/2004 0:00 |
|
▇▇▇▇▇ |
|
▇▇-▇▇▇/▇▇▇ ▇▇▇▇ |
|
|
|
28.89 |
|
|
Stone Container Corp |
|
298514 |
|
5/10/2004 0:00 |
|
30213 |
|
EXT RENT-O/L |
|
963.00 |
|
|
|
|
Stone Container Corp |
|
|
|
|
|
30213 |
|
|
|
963.00 |
|
28.89 |
|
|
Stone Container Corp |
|
298516 |
|
5/1/2004 0:00 |
|
30791 |
|
ACC & PREP RENT |
|
930.62 |
|
|
|
|
Stone Container Corp |
|
298516 |
|
5/1/2004 0:00 |
|
30791 |
|
TAX ON ACC/PRPD |
|
|
|
67.47 |
|
|
Stone Container Corp |
|
298538 |
|
5/1/2004 0:00 |
|
30791 |
|
ACC & PREP RENT |
|
778.94 |
|
|
|
|
Stone Container Corp |
|
298538 |
|
5/1/2004 0:00 |
|
30791 |
|
TAX ON ACC/PRPD |
|
|
|
60.37 |
|
|
Stone Container Corp |
|
298539 |
|
5/1/2004 0:00 |
|
30791 |
|
ACC & PREP RENT |
|
519.29 |
|
|
|
|
Stone Container Corp |
|
298539 |
|
5/1/2004 0:00 |
|
30791 |
|
TAX ON ACC/PRPD |
|
|
|
42.84 |
|
|
Stone Container Corp |
|
298531 |
|
5/1/2004 0:00 |
|
30791 |
|
ACC & PREP RENT |
|
65,589.41 |
|
|
|
|
Stone Container Corp |
|
298536 |
|
5/3/2004 0:00 |
|
30791 |
|
RENTAL TAX |
|
|
|
188.12 |
|
|
Stone Container Corp |
|
298536 |
|
5/3/2004 0:00 |
|
30791 |
|
RENTS |
|
2,850.37 |
|
|
|
|
Stone Container Corp |
|
298537 |
|
5/3/2004 0:00 |
|
30791 |
|
ACC & PREP RENT |
|
1,078.09 |
|
|
|
|
Stone Container Corp |
|
298537 |
|
5/3/2004 0:00 |
|
30791 |
|
TAX ON ACC/PRPD |
|
|
|
78.17 |
|
|
Stone Container Corp |
|
298537 |
|
5/3/2004 0:00 |
|
30791 |
|
ACC & PREP RENT |
|
1,942.31 |
|
|
|
|
Stone Container Corp |
|
298537 |
|
5/3/2004 0:00 |
|
30791 |
|
TAX ON ACC/PRPD |
|
|
|
140.82 |
|
|
Stone Container Corp |
|
298527 |
|
5/3/2004 0:00 |
|
30791 |
|
ACC & PREP RENT |
|
1,190.68 |
|
|
|
|
Stone Container Corp |
|
298527 |
|
5/3/2004 0:00 |
|
30791 |
|
TAX ON ACC/PRPD |
|
|
|
107.16 |
|
|
Stone Container Corp |
|
298526 |
|
5/3/2004 0:00 |
|
30791 |
|
ACC & PREP RENT |
|
2,816.16 |
|
|
|
|
Stone Container Corp |
|
298695 |
|
5/4/2004 0:00 |
|
30791 |
|
ACC & PREP RENT |
|
5,604.00 |
|
|
|
|
Stone Container Corp |
|
298695 |
|
5/4/2004 0:00 |
|
30791 |
|
TAX ON ACC/PRPD |
|
|
|
406.29 |
|
|
Stone Container Corp |
|
298523 |
|
5/5/2004 0:00 |
|
▇▇▇▇▇ |
|
▇▇-▇▇▇/▇▇▇ ▇▇▇▇ |
|
|
|
81.80 |
|
|
Stone Container Corp |
|
298523 |
|
5/5/2004 0:00 |
|
30791 |
|
EXT RENT-O/L |
|
884.22 |
|
|
|
|
Stone Container Corp |
|
298520 |
|
5/6/2004 0:00 |
|
30791 |
|
ACC & PREP RENT |
|
2,391.29 |
|
|
|
|
Stone Container Corp |
|
298517 |
|
5/12/2004 0:00 |
|
30791 |
|
EXT RENT-O/L |
|
1,596.90 |
|
|
|
|
Stone Container Corp |
|
298517 |
|
5/12/2004 0:00 |
|
30791 |
|
EXT RENT-O/L |
|
678.76 |
|
|
|
|
Stone Container Corp |
|
298522 |
|
5/12/2004 0:00 |
|
30791 |
|
ACC & PREP RENT |
|
596.00 |
|
|
|
|
Stone Container Corp |
|
298522 |
|
5/12/2004 0:00 |
|
30791 |
|
TAX ON ACC/PRPD |
|
|
|
55.13 |
|
|
Stone Container Corp |
|
298534 |
|
5/12/2004 0:00 |
|
30791 |
|
ACC & PREP RENT |
|
998.09 |
|
|
|
|
Stone Container Corp |
|
298521 |
|
5/12/2004 0:00 |
|
30791 |
|
ACC & PREP RENT |
|
149.00 |
|
|
|
|
Stone Container Corp |
|
298521 |
|
5/12/2004 0:00 |
|
30791 |
|
TAX ON ACC/PRPD |
|
|
|
12.30 |
|
|
Stone Container Corp |
|
298530 |
|
5/14/2004 0:00 |
|
30791 |
|
RENTS |
|
11,430.24 |
|
|
|
|
Stone Container Corp |
|
298707 |
|
5/19/2004 0:00 |
|
30791 |
|
RENTS |
|
4,076.34 |
|
|
|
|
MAY 2004 PAYMENTS |
|
|
|
PREPAYMENTS
|
|
|
|
|
|
RENT
PREPAYMENTS |
|
SALES
TAX/OTHER |
|
|
Customer |
|
Invoice Nbr |
|
Due Date |
|
Lease |
|
Fee Code Desc |
|
Amount Applied |
|
Amount Applied |
|
|
Stone Container Corp |
|
298702 |
|
5/22/2004 0:00 |
|
30791 |
|
ACC & PREP RENT |
|
5,586.00 |
|
|
|
|
Stone Container Corp |
|
298702 |
|
5/22/2004 0:00 |
|
30791 |
|
TAX ON ACC/PRPD |
|
|
|
223.44 |
|
|
Stone Container Corp |
|
298693 |
|
5/22/2004 0:00 |
|
30791 |
|
ACC & PREP RENT |
|
668.00 |
|
|
|
|
Stone Container Corp |
|
298693 |
|
5/22/2004 0:00 |
|
30791 |
|
TAX ON ACC/PRPD |
|
|
|
46.76 |
|
|
Stone Container Corp |
|
298689 |
|
5/22/2004 0:00 |
|
30791 |
|
ACC & PREP RENT |
|
1,336.00 |
|
|
|
|
Stone Container Corp |
|
298689 |
|
5/22/2004 0:00 |
|
30791 |
|
TAX ON ACC/PRPD |
|
|
|
110.22 |
|
|
Stone Container Corp |
|
298699 |
|
5/28/2004 0:00 |
|
30791 |
|
RENTS |
|
74,953.39 |
|
|
|
|
Stone Container Corp |
|
298705 |
|
5/30/2004 0:00 |
|
30791 |
|
TX-ACC/PPD EXTN |
|
|
|
195.17 |
|
|
Stone Container Corp |
|
298705 |
|
5/30/2004 0:00 |
|
30791 |
|
EXT RENT-O/L |
|
2,409.40 |
|
|
|
|
Stone Container Corp |
|
|
|
|
|
30791 |
|
|
|
191,053.50 |
|
1,816.06 |
|
|
US Steel Corporation |
|
298552 |
|
5/1/2004 0:00 |
|
35204 |
|
ACC & PREP RENT |
|
3,033.95 |
|
|
|
|
US Steel Corporation |
|
298552 |
|
5/1/2004 0:00 |
|
35204 |
|
ACC & PREP RENT |
|
4,204.26 |
|
|
|
|
US Steel Corporation |
|
298552 |
|
5/1/2004 0:00 |
|
35204 |
|
ACC & PREP RENT |
|
3,737.74 |
|
|
|
|
US Steel Corporation |
|
298552 |
|
5/1/2004 0:00 |
|
35204 |
|
ACC & PREP RENT |
|
9,501.25 |
|
|
|
|
US Steel Corporation |
|
|
|
|
|
35204 |
|
|
|
20,477.20 |
|
|
|
|
Wings Venture Ltd |
|
298796 |
|
5/22/2004 0:00 |
|
35859 |
|
ACC & PREP RENT |
|
73,400.00 |
|
|
|
|
Wings Venture Ltd |
|
298797 |
|
5/22/2004 0:00 |
|
35859 |
|
ACC & PREP RENT |
|
3,520.00 |
|
|
|
|
Wings Venture Ltd |
|
298798 |
|
5/22/2004 0:00 |
|
35859 |
|
ACC & PREP RENT |
|
7,660.00 |
|
|
|
|
Wings Venture Ltd |
|
298799 |
|
5/22/2004 0:00 |
|
35859 |
|
RENTS |
|
15,420.00 |
|
|
|
|
Wings Venture Ltd |
|
|
|
|
|
35859 |
|
|
|
100,000.00 |
|
|
|
|
Xerox Corporation |
|
298563 |
|
5/1/2004 0:00 |
|
39584 |
|
ACC & PREP RENT |
|
133,202.60 |
|
|
|
|
Xerox Corporation |
|
|
|
|
|
39584 |
|
|
|
133,202.60 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Grand Total |
|
|
|
3,338,092.14 |
|
94,493.29 |
|
Schedule 3.2(g)(ii)
Advance Rents, Other Payments and Deposits
See attached.
Schedule 3.2(g)(ii)
Security Deposits, Maintenance Reserves and Other Liabilities
Advance Rents – None
Security Deposits
|
Customer Name |
|
Amount |
|
Description/Comment |
|
New York connection |
|
|
Aeroservicio Dinamicos |
|
2,291,707.57 |
|
|
|
Lease Agreement governed by NY law |
|
|
Aero Toy Store |
|
2,000,000.00 |
|
|
|
|
|
|
▇▇▇▇▇▇▇ Containers |
|
1,500,567.94 |
|
|
|
|
|
|
Global Aviation |
|
60,000.00 |
|
|
|
|
|
|
Helimed |
|
300,000.00 |
|
|
|
Lease Agreement governed by NY Law |
|
|
Jefferson Smurfit |
|
350,000.00 |
|
|
|
|
|
|
Maritime Shipping |
|
362,191.48 |
|
|
|
Loan Agreement governed by NY law |
|
|
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ |
|
60,500.00 |
|
|
|
Lease Agreement governed by NY law |
|
|
▇▇▇▇▇▇, ▇▇▇▇▇▇ |
|
188,000.00 |
|
In connection with Joda restructure |
|
|
|
|
Servicio Integral (SIASA) |
|
160,000.00 |
|
|
|
|
|
|
Wings Venture |
|
600,334.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Security Deposits |
|
7,873,300.99 |
|
|
|
|
|
Maintenance Reserves
|
Customer Name |
|
Amount |
|
Description/Comment |
|
|
|
|
▇▇▇▇▇, ▇▇ |
|
778,914.56 |
|
|
|
|
|
Other Liabilities
|
Description |
|
Amount |
|
Description/Comment |
|
|
|
Fancia Payable |
|
89,670.00 |
|
Broker fee payable. Paid each quarter from rentals |
|
|
|
Estimated Property Taxes Payable |
|
88,422.00 |
|
Amt Col from Customers for Estimated Taxes |
|
|
|
Jamaica Insurance Payable |
|
78,867.89 |
|
|
|
|
|
Accrued Sales Tax Payable |
|
177,192.64 |
|
|
|
|
|
Sales Tax Payable |
|
1,659.81 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Other Liabilities |
|
435,812.34 |
|
|
|
|
*Taxes subject to Section 1.5 are governed thereby. See Section 1.6(j)
Schedule 3.2(g)(v)
Exceptions to Insurance Portfolio Property Coverage
|
Customer |
|
Lease / Loan No. |
|
System |
|
Status |
|
Aeroservicos Dinamicos, S.A. |
|
01-34185 |
|
CLAS |
|
Customer has informed BCC that their broker is processing the new certificate and that it will be received shortly. |
|
Weirton Steel Corporation |
|
03-31484 |
|
CLAS |
|
Weirton has been acquired by ISG and ISG has not issued insurance certificates at this point. |
|
▇▇▇▇▇▇▇ Cable |
|
▇▇▇▇▇-▇-▇ |
|
NOVA Term Loan |
|
No current insurance certificate on file. Agent Bank is responsible for providing all loan participants with insurance covearge. |
|
Dayco Products |
|
▇▇▇▇▇-▇-▇ |
|
NOVA Term Loan |
|
No current insurance certificate on file. Agent Bank is responsible for providing all loan participants with insurance covearge. |
|
The Doe Run Resources Corp. |
|
▇▇▇▇▇-▇-▇ |
|
NOVA Term Loan |
|
No current insurance certificate on file. Agent Bank is responsible for providing all loan participants with insurance covearge. |
|
Formica Corporation |
|
▇▇▇▇▇-▇-▇ |
|
NOVA Term Loan |
|
No current insurance certificate on file. Agent Bank is responsible for providing all loan participants with insurance covearge. |
|
Gemini Industries, Inc. |
|
▇▇▇▇▇-▇-▇ |
|
NOVA Term Loan |
|
No current insurance certificate on file. Agent Bank is responsible for providing all loan participants with insurance covearge. |
|
Synthetic Ind. (SI Corp.) |
|
▇▇▇▇▇-▇-▇ |
|
NOVA Term Loan |
|
No current insurance certificate on file. Agent Bank is responsible for providing all loan participants with insurance covearge. |
|
Travel Centers of America |
|
▇▇▇▇▇-▇-▇ |
|
NOVA Term Loan |
|
No current insurance certificate on file. Agent Bank is responsible for providing all loan participants with insurance covearge. |
Schedule 3.2 (h)
|
ACCOUNTS WITH ATTORNEYS |
|
3/29/2004 |
|
Account |
|
$ Outstanding |
|
Date Filed |
|
Type |
|
Attorney |
|
Tele # |
|
Comments |
|
|||
|
BANKRUPTCIES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Adelphia |
|
$ |
4,322 |
|
6/21/2002 |
|
Ch 11 |
|
▇▇▇▇ Fine/Hughes&Luce |
|
▇▇▇ ▇▇▇-▇▇▇▇ |
|
On Going |
|
||
|
Allied Products |
|
— |
|
|
|
|
|
▇▇▇▇ ▇▇▇▇▇▇/▇▇▇▇▇ ▇▇▇▇▇▇▇ |
|
▇▇▇ ▇▇▇-▇▇▇▇ |
|
Small Unsecured Claim remains |
|
|||
|
Baldwins Leasing |
|
— |
|
8/26/2002 |
|
Ch 11 |
|
▇▇▇▇ Fine |
|
▇▇▇ ▇▇▇-▇▇▇▇ |
|
Unsecured claim remains |
|
|||
|
Bethlehem Steel |
|
$ |
15,530 |
|
10/15/2001 |
|
Ch 11 |
|
▇▇▇ ▇▇▇▇▇/▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ |
|
▇▇▇ ▇▇▇-▇▇▇▇ |
|
Lease assumed by ISG |
|
||
|
▇▇▇ River Inc |
|
$ |
8,284 |
|
3/31/2004 |
|
Ch 11 |
|
|
|
|
|
Rejecting All BCC Leases |
|
||
|
Formica |
|
$ |
10,060 |
|
3/5/2002 |
|
▇▇ ▇▇ |
|
▇▇▇▇ ▇ Paricipation |
|
|
|
Restructure Approved by Ct. |
|
||
|
Furr’s |
|
— |
|
|
|
Ch 11 |
|
▇▇▇▇ Fine |
|
▇▇▇ ▇▇▇-▇▇▇▇ |
|
Clean Up Work |
|
|||
|
Galvpro |
|
— |
|
8/10/2001 |
|
Ch 11 |
|
▇▇▇▇ Fine |
|
▇▇▇ ▇▇▇-▇▇▇▇ |
|
Small Unsecured Claim remains |
|
|||
|
Glenoit |
|
$ |
3,139 |
|
▇▇▇-▇▇ |
|
▇▇ ▇▇ |
|
▇▇▇▇▇▇ ▇▇▇▇▇ |
|
▇▇▇ ▇▇▇-▇▇▇▇ |
|
Restructured Secured Creditors Own Co. |
|
||
|
Golden Gem |
|
$ |
474 |
|
|
|
? |
|
▇▇▇▇ ▇▇▇▇▇▇ |
|
▇▇▇ ▇▇▇-▇▇▇▇ |
|
Small portion of DIP in process of collection |
|
||
|
The Grand Union |
|
— |
|
|
|
Ch 11 |
|
▇▇▇▇ ▇▇▇▇▇▇▇▇ |
|
212 879-9751 |
|
Closed |
|
|||
|
Great Northern |
|
$ |
10,283 |
|
1/9/2003 |
|
Ch 11 |
|
▇▇▇▇ ▇▇▇▇▇▇ |
|
▇▇▇ ▇▇▇-▇▇▇▇ |
|
DIP loan in process of collection |
|
||
|
Hawaiian Airlines |
|
$ |
2,435 |
|
|
|
|
|
AFS |
|
|
|
Anticipated lease assumption |
|
||
|
▇▇▇▇▇ Lemmerz |
|
$ |
11,320 |
|
12/5/2001 |
|
Ch 11 |
|
▇▇▇▇ ▇▇▇▇▇▇▇▇ |
|
212 879-9751 |
|
Lease Restructured and assumed |
|
||
|
▇▇▇▇▇▇ International |
|
$ |
1,411 |
|
3/29/2004 |
|
Ch 11 |
|
|
|
|
|
Eq. Critical |
|
||
|
▇▇▇▇▇▇▇▇ Industries |
|
$ |
516 |
|
1/31/2003 |
|
Ch 11 |
|
▇▇▇▇ ▇▇▇▇▇▇/▇▇▇▇▇ ▇▇▇▇▇▇ |
|
▇▇▇-▇▇▇-▇▇▇▇ |
|
Restructured through 363 Sale / Adm Claim Remains |
|
||
|
Kevco, Inc. |
|
$ |
119 |
|
2/5/2001 |
|
Ch 11 |
|
n/a |
|
|
|
Closed |
|
||
|
LTV Steel |
|
— |
|
12/29/2000 |
|
Ch 11 |
|
n/a |
|
|
|
Closed |
|
|||
|
▇▇▇▇▇▇ Custom Plastics |
|
— |
|
11/1/2002 |
|
Ch 11 |
|
▇▇▇▇ ▇▇▇▇▇▇ |
|
▇▇▇ ▇▇▇-▇▇▇▇ |
|
Paid in Full |
|
|||
|
Mulberry Phosphates |
|
— |
|
|
|
Ch 7 |
|
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ |
|
▇▇▇ ▇▇▇-▇▇▇▇ |
|
Charge Off / No Further collection potential |
|
|||
|
National Steel |
|
— |
|
3/6/2002 |
|
Ch 11 |
|
▇▇▇ ▇▇▇▇▇▇▇ |
|
▇▇▇ ▇▇▇-▇▇▇▇ |
|
Defend Preference Claim |
|
|||
|
Progressive Dairies |
|
— |
|
11/13/2000 |
|
Ch 7 |
|
▇▇▇▇ ▇▇▇▇▇▇▇ |
|
▇▇▇ ▇▇▇-▇▇▇▇ |
|
Closed Received Last distribtion from Trustee 2/12/04 |
|
|||
|
▇▇▇▇▇▇▇▇, Inc. |
|
— |
|
5/1/2002 |
|
Ch 11 |
|
▇▇▇▇ ▇▇▇▇▇ |
|
▇▇▇ ▇▇▇-▇▇▇▇ |
|
Small Unsecured Claim remains |
|
|||
|
Stoody |
|
$ |
214 |
|
11/19/2001 |
|
Ch 11 |
|
▇▇▇▇ Fine |
|
▇▇▇ ▇▇▇-▇▇▇▇ |
|
Paying per term |
|
||
|
Trism |
|
— |
|
|
|
Ch 11 |
|
▇▇▇▇ Fine |
|
▇▇▇ ▇▇▇-▇▇▇▇ |
|
Paying per term |
|
|||
|
Tyler Jet |
|
— |
|
2/27/2002 |
|
Ch 11 |
|
▇▇▇▇ Fine |
|
▇▇▇ ▇▇▇-▇▇▇▇ |
|
Converted from Involuntary to Ch 12 / Little likelyhood of further recovery |
|
|||
|
Valley Media |
|
— |
|
|
|
Ch 11 |
|
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇/Glass & ▇▇▇▇▇▇▇▇ |
|
818 715-7000 |
|
Small Unsecured Claim remains / Defend Preference Claim |
|
|||
|
Weirton Steel |
|
$ |
1,474 |
|
5/19/2003 |
|
Ch 11 |
|
▇▇▇▇ ▇▇▇▇▇▇ |
|
312 368-4046 |
|
On Going |
|
||
|
Welded Tube |
|
— |
|
12/29/2000 |
|
Ch 11 |
|
Tom Quirk |
|
312 876-6550 |
|
Closed |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
OTHER LITIGATION / LEGAL MATTERS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
Tony Davis/Baker Botts |
|
713 229-1547 |
|
Restructured, Collateral Releases Ongoing |
|
|||
|
Coastal Towing |
|
$ |
9,049 |
|
|
|
|
|
David Heller |
|
312 876-7670 |
|
Completed |
|
||
|
Columbus Coatings |
|
— |
|
|
|
|
|
Alex Terras |
|
312 368-4046 |
|
Suit filed against BCC |
|
|||
|
D. Heavrin vs BCC |
|
n/a |
|
|
|
|
|
David Singer/Piper Rudnic |
|
312 368-3497 |
|
Completed |
|
|||
|
Gateway Container |
|
$ |
22,412 |
|
|
|
|
|
Karen Patrick/BCC |
|
541 929-9370 |
|
Restrructure |
|
||
|
Grays Harbor Paper |
|
$ |
5,999 |
|
|
|
|
|
|
|
|
|
|
|
||
|
JODA (2 a/c) |
|
$ |
12,213 |
|
|
|
Workouts |
|
Gregory Grossman |
|
305-372-8282 |
|
Hop a Jet and Jackson Restructures |
|
||
|
Mainko LLC |
|
|
|
|
|
Workouts |
|
Richard Jefferies |
|
402-346-6000 |
|
Potential Suit under personal guaranty/Sale of a/c |
|
|||
|
L-S Electro |
|
$ |
13,218 |
|
|
|
|
|
David Heller |
|
312 876-7670 |
|
Completed |
|
||
|
Northwesten Aircraft |
|
— |
|
|
|
Gty Suit |
|
Justine Suhr/Piper Rudnic |
|
310 595-3017 |
|
Completed - Filed No Asset Bkrptcy |
|
|||
|
Policyd / Cydsa |
|
$ |
33,046 |
|
|
|
|
|
Jeff Smith / Daniel Kuri |
|
860-240-2759/52-55-5294-5930 |
|
Workout issues |
|
||
|
Radiant Aviation Ser |
|
$ |
4,322 |
|
|
|
|
|
Karen Patrick/BCC |
|
541 250-7422 |
|
Restructure & Settlement |
|
||
|
Sky King |
|
$ |
10,666 |
|
|
|
|
|
Alex Terras |
|
312 368-4046 |
|
Completed |
|
||
|
Southern Bulk et al |
|
$ |
12,356 |
|
|
|
|
|
Brian Cohen, PiperRud & Kevin Snyder/Parker, Hudson |
|
312 368-8865&404 420-5557 |
|
Forbearance |
|
||
|
Uniminas |
|
— |
|
|
|
|
|
Rita Godoy |
|
55 11 3291-1155 |
|
Completed |
|
|||
Schedule 3.2(i)
Undelivered Specified Financing and Leasing Assets; Undelivered Portfolio Property
None.
Schedule 3.2(j)
Obligor Bankruptcy
BANKRUPTCIES
|
Account |
|
$ Outstanding |
|
Date Filed |
|
Type |
|
Comments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adelphia |
|
$ |
3,896 |
|
6/21/2002 |
|
Ch 11 |
|
On Going |
|
|
Allied Products |
|
— |
|
|
|
|
|
Small Unsecured Claim remains |
|
|
|
Baldwins Leasing |
|
— |
|
8/26/2002 |
|
Ch 11 |
|
Unsecured claim remains |
|
|
|
Bethlehem Steel |
|
$ |
15,009 |
|
10/15/2001 |
|
Ch 11 |
|
Lease assumed by ISG |
|
|
Dan River Inc |
|
$ |
8,228 |
|
3/31/2004 |
|
Ch 11 |
|
Rejecting All BCC Leases |
|
|
Federal Mogul |
|
$ |
20,592 |
|
|
|
Ch 11 |
|
Paying per agreed to reduction, but have not signed doc |
|
|
Formica |
|
$ |
10,095 |
|
3/5/2002 |
|
Ch 11 |
|
Restructure Approved by Ct. |
|
|
Furr’s |
|
— |
|
|
|
Ch 11 |
|
Clean Up Work |
|
|
|
Galvpro |
|
— |
|
8/10/2001 |
|
Ch 11 |
|
Small Unsecured Claim remains |
|
|
|
Glenoit |
|
$ |
2,987 |
|
Aug-00 |
|
Ch 11 |
|
Restructured Secured Creditors Own Co. |
|
|
Golden Gem |
|
$ |
504 |
|
|
|
? |
|
Small portion of DIP in process of collection |
|
|
The Grand Union |
|
— |
|
|
|
Ch 11 |
|
Closed |
|
|
|
Great Northern |
|
$ |
9,597 |
|
5/1/2003 |
|
Ch 7 |
|
DIP loan in process of collection |
|
|
Hawaiian Airlines |
|
$ |
2,435 |
|
|
|
|
|
Anticipated lease assumption |
|
|
Hayes Lemmerz |
|
$ |
11,333 |
|
12/5/2001 |
|
Ch 11 |
|
Lease Restructured and assumed |
|
|
Haynes International |
|
$ |
1,316 |
|
3/29/2004 |
|
Ch 11 |
|
Eq. Critical |
|
|
Johnston Industries |
|
$ |
107 |
|
1/31/2003 |
|
Ch 11 |
|
Restructured through 363 Sale / Adm Claim Remains |
|
|
Kevco, Inc. |
|
— |
|
2/5/2001 |
|
Ch 11 |
|
Closed |
|
|
|
LTV Steel |
|
— |
|
12/29/2000 |
|
Ch 11 |
|
Closed |
|
|
|
Morton Custom Plastics |
|
— |
|
11/1/2002 |
|
Ch 11 |
|
Paid in Full |
|
|
|
Mulberry Phosphates |
|
— |
|
|
|
Ch 7 |
|
Charge Off / No Further collection potential |
|
|
|
National Steel |
|
— |
|
3/6/2002 |
|
Ch 11 |
|
Defend Preference Claim |
|
|
|
Progressive Dairies |
|
— |
|
11/13/2000 |
|
Ch 7 |
|
Closed Received Last distribtion from Trustee 2/12/04 |
|
|
|
Sheldahl, Inc. |
|
— |
|
5/1/2002 |
|
Ch 11 |
|
Small Unsecured Claim remains |
|
|
|
Stoody |
|
$ |
190 |
|
11/19/2001 |
|
Ch 11 |
|
Paying per term |
|
|
Trism |
|
— |
|
|
|
Ch 11 |
|
Paying per term |
|
|
|
Tyler Jet |
|
— |
|
2/27/2002 |
|
Ch 11 |
|
$2,466,808 Unsecured Claim |
|
|
|
Valley Media |
|
— |
|
|
|
Ch 11 |
|
Small Unsecured Claim remains / Defend Preference Claim |
|
|
|
Weirton Steel |
|
$ |
1,436 |
|
5/19/2003 |
|
Ch 11 |
|
On Going |
|
|
Welded Tube |
|
— |
|
12/29/2000 |
|
Ch 11 |
|
Closed |
|
|
Schedule 3.2(l)
On-Lease Equipment Casualty
Repossessed equipment is listed on Schedule 1.1(a)(i)
The only Specified Portfolio Property known to have been damaged and not fully repaired is the vessel Asphalt Victory which secures a loan to Sargeant Marine, Inc. Reportedly the repair work has been completed. The insurance company has released progress payments. The final payment is being negotiated at this point and should be released shortly.
Schedule 3.2(o)
Non-Direct Payments
Non-Direct Payments
None
Third Party Ageements
|
Name |
|
|
|
Customer Name |
|
Document Type Name |
|
Category |
|
|
|
|
|
|
|
|
|
|
|
cco.trag.0601.0039337.001 |
|
|
|
Access Leasing Corp. |
|
Trust Agreement |
|
Primary |
|
|
|
|
|
|
|
|
|
|
|
cco.clob.1001.0039482.001.b |
|
|
|
Aeroservicios Corp.,SA de CV(aka Gard) |
|
Engine Maintenance Agreement |
|
Ancillary |
|
|
|
|
|
|
|
|
|
|
|
cco.subk.0998.0035260 |
|
|
|
American Railcar Industries, Inc. |
|
Subordination agreement |
|
Ancillary |
|
|
|
|
|
|
|
|
|
|
|
cco.part.0395.0031203.a |
|
|
|
American Standard, Inc. |
|
Partnership Agreement |
|
Primary |
|
|
|
|
|
|
|
|
|
|
|
cco.intr.06020.0035704.001 |
|
|
|
Anthony Crane Rental, L.P. |
|
Intercreditor Agreement |
|
Primary |
|
cco.intr.0798.0035704.001 |
|
|
|
Anthony Crane Rental, L.P. |
|
Intercreditor Agreement |
|
Primary |
|
|
|
|
|
|
|
|
|
|
|
cco.subk.0603.0042512.001 |
|
|
|
Astilleros Bender S. de R.L. |
|
Subordination agreement |
|
Ancillary |
|
|
|
|
|
|
|
|
|
|
|
cco.ema.0700.0037304.001 |
|
|
|
Atoll Holdings, Ltd. |
|
Equipment Maintenance agreement |
|
Primary |
|
|
|
|
|
|
|
|
|
|
|
cco.1101.rmkt.0039728 |
|
|
|
Baldwins Leasing, L.P. |
|
Remarketing agreement |
|
Primary |
|
|
|
|
|
|
|
|
|
|
|
cco.ema.0301.0038282.001 |
|
|
|
Bellevue Jet Partners, L.L.C. |
|
Equipment Maintenance agreement |
|
IER |
|
|
|
|
|
|
|
|
|
|
|
cco.pa.0900.0037515.001 |
|
|
|
Bethlehem Steel Corp. |
|
Participation agreement |
|
Primary |
|
cco.trag.0499.0037515.001 |
|
|
|
Bethlehem Steel Corp. |
|
Trust Agreement |
|
Primary |
|
|
|
|
|
|
|
|
|
|
|
cco.pa.1201.0040296.001 |
|
|
|
Bonham C-P-D-J-E |
|
Participation Agreement |
|
Primary |
|
cco.rmkt.0900.0040296.001 |
|
|
|
Bonham C-P-D-J-E |
|
Remarketing agreement |
|
Primary |
|
|
|
|
|
|
|
|
|
|
|
cco.clob.1102.10112.1.1 |
|
|
|
Braspetro Oil Services, Co. |
|
Trust Agreement |
|
Ancillary |
|
cco.pa.0799.0035659 |
|
|
|
Braspetro Oil Services, Co. |
|
Participation agreement |
|
Primary |
|
cco.pa.0799.0035659 |
|
|
|
Braspetro Oil Services, Co. |
|
Participation agreement |
|
Primary |
|
cco pa.1102.10112.1.1 |
|
|
|
Braspetro Oil Services, Co. |
|
Participation agreement |
|
Primary |
|
cco.pa.0703.10112.1.1 |
|
|
|
Braspetro Oil Services, Co. |
|
Participation agreement |
|
Primary |
|
cco.trag.0799.0035659 |
|
|
|
Braspetro Oil Services, Co. |
|
Trust Agreement |
|
Primary |
|
cco.trag.1102.10112.1.1. P15 |
|
|
|
Braspetro Oil Services, Co. |
|
Trust Agreement |
|
Primary |
|
cco.trag.1102.10112.1.1.P32 |
|
|
|
Braspetro Oil Services, Co. |
|
Trust Agreement |
|
Primary |
|
|
|
|
|
|
|
|
|
|
|
cco.lica.1294.0032678.001 |
|
|
|
CAE USA, Inc (fka Reflectone Training) |
|
License Agreement |
|
Primary |
|
|
|
|
|
|
|
|
|
|
|
cco.loca.0903.0043143.001 |
|
|
|
Camrose Pipe Corporation |
|
Letter of Credit Agreement |
|
Primary |
|
cco.lica.0903.0043143.001 |
|
|
|
Camrose Pipe Corporation |
|
License Agreement |
|
Primary |
|
cco.fdlo.0303.0043143.001 |
|
|
|
Camrose Pipe Corporation |
|
Formation documents (lessor) |
|
Ancillary |
|
Name |
|
|
|
Customer Name |
|
Document Type Name |
|
Category |
|
cco.esta.0902.0033963-101.102 |
|
10029-103.104.105.106 |
|
Coastal Towing, Inc. |
|
Escrow Trust Agreement |
|
Ancillary |
|
cco.intr.1002.0033963-101.102 |
|
10029-103.104.105.106.b |
|
Coastal Towing, Inc. |
|
Intercreditor Agreement |
|
Primary |
|
cco.intr.1002.0033963-101.102 |
|
10029-103.104.105.106.a |
|
Coastal Towing, Inc. |
|
Intercreditor Agreement |
|
Primary |
|
cco.subk.1002.0033963-101.102 |
|
10029-103.104.105.106 |
|
Coastal Towing, Inc. |
|
Subordination agreement |
|
Ancillary |
|
|
|
|
|
|
|
|
|
|
|
cco.subk.0493.0032631 |
|
|
|
Container Applications International, Inc. |
|
Subordination agreement |
|
Ancillary |
|
|
|
|
|
|
|
|
|
|
|
cco.pa.1200.0037893.001 |
|
|
|
Creative Golf Management, Inc. |
|
Participation agreement |
|
Primary |
|
cco.rmkt.0900.0037893.001 |
|
|
|
Creative Golf Management, Inc. |
|
Remarketing agreement |
|
Primary |
|
|
|
|
|
|
|
|
|
|
|
cco.pa.0901.0040241.001 |
|
|
|
DeSoto Jordan |
|
Participation agreement |
|
Primary |
|
cco.rmkt.0900.0040241.001 |
|
|
|
DeSoto Jordan |
|
Remarketing agreement |
|
Primary |
|
|
|
|
|
|
|
|
|
|
|
cco.ema.0401.0032079.004 |
|
|
|
Federal-Mogul Corp. |
|
Equipment Maintenance agreement |
|
IER |
|
|
|
|
|
|
|
|
|
|
|
cco.pa.1200.0037971.001 |
|
|
|
Front Porch Development Corp. |
|
Participation agreement |
|
Primary |
|
cco.rmkt.0900.0037971.001 |
|
|
|
Front Porch Development Corp. |
|
Remarketing agreement |
|
Primary |
|
|
|
|
|
|
|
|
|
|
|
cco.esta.1099.0035771.001 |
|
|
|
Fulghum Fibres, Inc.(W.Monroe Fibre Proc. Co.) |
|
Escrow Trust Agreement |
|
Ancillary |
|
|
|
|
|
|
|
|
|
|
|
cco.intr.0301.0035326 |
|
|
|
Gateway Container International, Ltd |
|
Intercreditor Agreement |
|
Primary |
|
cco.intr.1203.0035326 |
|
|
|
Gateway Container International, Ltd |
|
Intercreditor Agreement |
|
Primary |
|
|
|
|
|
|
|
|
|
|
|
cco.intr.1002.0035559.101 |
|
|
|
Glenoit LLC |
|
Intercreditor Agreement |
|
Primary |
|
cco.pa.1002.0035559.101 |
|
|
|
Glenoit LLC |
|
Participation agreement |
|
Primary |
|
cco.subk.1002.0035559.101 |
|
|
|
Glenoit LLC |
|
Subordination agreement |
|
Ancillary |
|
|
|
|
|
|
|
|
|
|
|
cco.intr.0998.0035182.001 |
|
|
|
Grays Harbor Paper, L.P. |
|
Intercreditor Agreement |
|
Primary |
|
cco.subk.0998.0035182.001.a |
|
|
|
Grays Harbor Paper, L.P. |
|
Subordination agreement |
|
Ancillary |
|
cco.subk.0998.0035182.001 |
|
|
|
Grays Harbor Paper, L.P. |
|
Subordination agreement |
|
Ancillary |
|
|
|
|
|
|
|
|
|
|
|
cco.pa.0702.0034074.013 |
|
|
|
Great Lakes Dredge & Dock Company |
|
Participation agreement |
|
Primary |
|
cco.pa.0797.0034074.003 |
|
|
|
Great Lakes Dredge & Dock Company |
|
Participation agreement |
|
Primary |
|
cco.pa.1199.0034074.012 |
|
|
|
Great Lakes Dredge & Dock Company |
|
Participation agreement |
|
Primary |
|
cco.pa.1298.0034074 |
|
|
|
Great Lakes Dredge & Dock Company |
|
Participation agreement |
|
Primary |
|
cco.pa.1296.0034074 |
|
|
|
Great Lakes Dredge & Dock Company |
|
Participation agreement |
|
Primary |
|
cco.pa.0297.0034074.002 |
|
|
|
Great Lakes Dredge & Dock Company |
|
Participation agreement |
|
Primary |
|
|
|
|
|
|
|
|
|
|
|
cco.intr.0302.0040707.001 |
|
|
|
Great Northern Paper, Inc. |
|
Intercreditor Agreement |
|
Primary |
|
cco.subk.0302.0040707.001 |
|
|
|
Great Northern Paper, Inc. |
|
Subordination agreement |
|
Ancillary |
|
|
|
|
|
|
|
|
|
|
|
cco.trag.1291.0040918 |
|
|
|
H.J. Heinz Co. |
|
Trust Agreement |
|
Primary |
|
|
|
|
|
|
|
|
|
|
|
cco.esta.1003.0043553.001 |
|
|
|
Helimed Aero Taxi Ltda. |
|
Escrow Trust Agreement |
|
Ancillary |
|
|
|
|
|
|
|
|
|
|
|
cco.agam.1299.0035872.001 |
|
|
|
International Truck and Engine |
|
Agency Agreement |
|
Primary |
|
cco.intr.1203.0041018.001 |
|
|
|
International Truck and Engine |
|
Intercreditor Agreement |
|
Primary |
|
Name |
|
|
|
Customer Name |
|
Document Type Name |
|
Category |
|
cco.pa.0301.0038304 |
|
|
|
International Truck and Engine |
|
Participation agreement |
|
Primary |
|
cco.pa.0602.0041018.001 |
|
|
|
International Truck and Engine |
|
Participation agreement |
|
Primary |
|
cco.pa.0602.0041030.001 |
|
|
|
International Truck and Engine |
|
Participation agreement |
|
Primary |
|
cco.pa.0802.0041030.001.a |
|
|
|
International Truck and Engine |
|
Participation agreement |
|
Primary |
|
cco.pa.0802.0041030.001 |
|
|
|
International Truck and Engine |
|
Participation agreement |
|
Primary |
|
cco.pa.0602.0041029.001 |
|
|
|
International Truck and Engine |
|
Participation agreement |
|
Primary |
|
cco.pa.1299.0035872.001 |
|
|
|
International Truck and Engine |
|
Participation agreement |
|
Primary |
|
cco.fdlo.0502.0041018.001 |
|
|
|
International Truck and Engine |
|
Formation documents (lessor) |
|
Ancillary |
|
cco.fdlo.0502.0041029.001 |
|
|
|
International Truck and Engine |
|
Formation documents (lessor) |
|
Ancillary |
|
cco.fdlr.0598.0041030.001 |
|
|
|
International Truck and Engine |
|
Formation documents (lender) |
|
Ancillary |
|
|
|
|
|
|
|
|
|
|
|
cco.fdlr.0503.110115.101 |
|
|
|
ISG Columbus Coatings Inc. |
|
Formation documents (lender) |
|
Ancillary |
|
|
|
|
|
|
|
|
|
|
|
cco.clob.1296.0034018..001.e |
|
|
|
Jamaica Energy Partners |
|
Power Purchase Agreement |
|
Ancillary |
|
cco.clob.1296.0034018.001.a |
|
|
|
Jamaica Energy Partners |
|
Investment Agreement |
|
Ancillary |
|
cco.clob.1296.0034018.001.b |
|
|
|
Jamaica Energy Partners |
|
Subordination agreement |
|
Ancillary |
|
cco.subk.0897.0034018.001 |
|
|
|
Jamaica Energy Partners |
|
Subordination agreement |
|
Ancillary |
|
cco.subk.1296.0034018.001.a |
|
|
|
Jamaica Energy Partners |
|
Subordination agreement |
|
Ancillary |
|
cco.subk.1296.0034018.001.b |
|
|
|
Jamaica Energy Partners |
|
Subordination agreement |
|
Ancillary |
|
cco.subk.1296.0034018.001 |
|
|
|
Jamaica Energy Partners |
|
Subordination agreement |
|
Ancillary |
|
cco.subk.1296.0034018.001c |
|
|
|
Jamaica Energy Partners |
|
Subordination agreement |
|
Ancillary |
|
cco.trag.1296.0034018.001 |
|
|
|
Jamaica Energy Partners |
|
Trust Agreement |
|
Primary |
|
|
|
|
|
|
|
|
|
|
|
cco.subk.0902.0041218.001 |
|
|
|
Kasgro |
|
Subordination agreement |
|
Ancillary |
|
|
|
|
|
|
|
|
|
|
|
cco.pa.0201.0039494.001.a |
|
|
|
Lider Taxi Aereo, S.A. |
|
Purchase Agreement |
|
IER |
|
cco.pa.0201.0039494.001.b |
|
|
|
Lider Taxi Aereo, S.A. |
|
Purchase Agreement |
|
IER |
|
cco.pa.0201.0039494.001.c |
|
|
|
Lider Taxi Aereo, S.A. |
|
Purchase Agreement |
|
IER |
|
|
|
|
|
|
|
|
|
|
|
cco.trag.1201.0040252 |
|
|
|
Lowa Corp. |
|
Trust Agreement |
|
Primary |
|
cco.trag.0902.0040252.004 |
|
|
|
Lowa Corp. |
|
Trust Agreement |
|
Primary |
|
|
|
|
|
|
|
|
|
|
|
cco.fllr.0399.0035448.002 |
|
|
|
L-S Electro-Galvanizing Co. |
|
Formation documents (lessor) |
|
Ancillary |
|
|
|
|
|
|
|
|
|
|
|
cco.pa.1100.0037660.001 |
|
|
|
Luke David, L.L.C |
|
Participation agreement |
|
Primary |
|
cco.rmkt.0900.0037660.001 |
|
|
|
Luke David, L.L.C |
|
Remarketing agreement |
|
Primary |
|
|
|
|
|
|
|
|
|
|
|
cco.clob.1002.0037371.002 |
|
|
|
Maritime Shipping NV (IPC) |
|
Subordination agreement |
|
Ancillary |
|
cco.intr.1002.0037371.002 |
|
|
|
Maritime Shipping NV (IPC) |
|
Intercreditor Agreement |
|
Primary |
|
cco.subk.0800.0037371.001 |
|
|
|
Maritime Shipping NV (IPC) |
|
Subordination agreement |
|
Ancillary |
|
|
|
|
|
|
|
|
|
|
|
cco.pa.0301.0038260.002 |
|
|
|
Michael McCullough |
|
Participation agreement |
|
Primary |
|
cco.rmkt.0900.0038260.002 |
|
|
|
Michael McCullough |
|
Remarketing agreement |
|
Primary |
|
|
|
|
|
|
|
|
|
|
|
cco.subk.0994.0032566 |
|
|
|
Neuvant Aerospace Corp. |
|
Subordination Agreement |
|
Ancillary |
|
|
|
|
|
|
|
|
|
|
|
cco.clob.0598.0034926.001 |
|
|
|
New Piper Aircraft, Inc., The |
|
Subordination Agreement |
|
Ancillary |
|
cco.intr.0598.0034926.001 |
|
|
|
New Piper Aircraft, Inc., The |
|
Intercreditor Agreement |
|
Primary |
|
|
|
|
|
|
|
|
|
|
|
cco.comk.0501.0039015.001 |
|
|
|
Omni Flys, S.A. de C.V. |
|
Completion contract |
|
Ancillary |
|
Name |
|
|
|
Customer Name |
|
Document Type Name |
|
Category |
|
|
|
|
|
|
|
|
|
|
|
cco.ema.0801.0041567.003 |
|
|
|
Peabody Holding Co., Inc. |
|
Equipment Maintenance agreement |
|
IER |
|
|
|
|
|
|
|
|
|
|
|
cco.pa.0901.0039348.001 |
|
|
|
Peerless Importers, Inc. |
|
Participation agreement |
|
Primary |
|
cco.rmkt.0900.003938.001 |
|
|
|
Peerless Importers, Inc. |
|
Remarketing agreement |
|
Primary |
|
|
|
|
|
|
|
|
|
|
|
cco.trag.0600.0036771.001.b |
|
|
|
PolicyD, S.A. de C.V. |
|
Trust Agreement |
|
Primary |
|
cco.trag.0600.0036771.001.a |
|
|
|
PolicyD, S.A. de C.V. |
|
Trust Agreement |
|
Primary |
|
|
|
|
|
|
|
|
|
|
|
cco.ema.1201.0040330.001 |
|
|
|
Pope and Talbot, Inc. |
|
Equipment Maintenance agreement |
|
Primary |
|
cco.intr.1201.0040330.001 |
|
|
|
Pope and Talbot, Inc. |
|
Intercreditor Agreement |
|
Primary |
|
cco.pa.1201.0040330.001.a |
|
|
|
Pope and Talbot, Inc. |
|
Participation agreement |
|
Primary |
|
cco.pa.1201.0040330.001.b |
|
|
|
Pope and Talbot, Inc. |
|
Participation agreement |
|
Primary |
|
cco.part.1201.0040330.001 |
|
|
|
Pope and Talbot, Inc. |
|
Partnership Agreement |
|
Primary |
|
cco.trag.1201.0040330.001 |
|
|
|
Pope and Talbot, Inc. |
|
Trust Agreement |
|
Primary |
|
|
|
|
|
|
|
|
|
|
|
cco.pa.0299.0035459.001. |
|
|
|
Pride Amethyst, Ltd |
|
Participation agreement |
|
Primary |
|
cco.trag.0299.0035459.001. |
|
|
|
Pride Amethyst, Ltd |
|
Trust Agreement |
|
Primary |
|
|
|
|
|
|
|
|
|
|
|
cco.intr.0602.0035671.003 |
|
|
|
Radiant Aviation Services |
|
Intercreditor Agreement |
|
Primary |
|
cco.lica.0701.0035671.003 |
|
|
|
Radiant Aviation Services |
|
License Agreement |
|
Primary |
|
|
|
|
|
|
|
|
|
|
|
cco.intr.1297.0034429.a |
|
|
|
Ravenna Aluminum, Inc. |
|
Intercreditor Agreement |
|
Primary |
|
cco.intr.1297.0034429.b |
|
|
|
Ravenna Aluminum, Inc. |
|
Intercreditor Agreement |
|
Primary |
|
|
|
|
|
|
|
|
|
|
|
cco.intr.0995.0032820 |
|
|
|
Revere Copper Products, Inc. |
|
Intercreditor Agreement |
|
Primary |
|
|
|
|
|
|
|
|
|
|
|
cco.subk.0999.0035737 |
|
|
|
Rigi, Inc. |
|
Subordination agreement |
|
Ancillary |
|
|
|
|
|
|
|
|
|
|
|
cco.ema.1003.0037904.002 |
|
|
|
RX Choice, Inc. |
|
Equipment Maintenance agreement |
|
IER |
|
cco.ema.0803.0037904.003 |
|
|
|
RX Choice, Inc. |
|
Equipment Maintenance agreement |
|
IER |
|
cco.ema.0600.0037904.004 |
|
|
|
RX Choice, Inc. |
|
Equipment Maintenance agreement |
|
IER |
|
cco.esta.0601.0037904 |
|
|
|
RX Choice, Inc. |
|
Escrow Trust Agreement |
|
Ancillary |
|
cco.loca.0101.0037904.001.a |
|
|
|
RX Choice, Inc. |
|
Letter of Credit Agreement |
|
Primary |
|
cco.loca.0101.0037904.b |
|
|
|
RX Choice, Inc. |
|
Letter of Credit Agreement |
|
Primary |
|
cco.wary.0701.0037904.001 |
|
|
|
RX Choice, Inc. |
|
Warranty |
|
Ancillary |
|
cco.wary.0701.0037904.001 |
|
|
|
RX Choice, Inc. |
|
Warranty |
|
Ancillary |
|
|
|
|
|
|
|
|
|
|
|
cco.clob.0703.0042654.001.a |
|
|
|
Servicios Integrales de Avaicion, SA de CV (SIASA) |
|
Subordination Agreement |
|
Ancillary |
|
|
|
|
|
|
|
|
|
|
|
cco.esta.0399.0035471 |
|
|
|
Southern Bulk Industries, Inc. |
|
Escrow Trust Agreement |
|
Ancillary |
|
cco.intr.0901.0035471.34541.a |
|
|
|
Southern Bulk Industries, Inc. |
|
Intercreditor Agreement |
|
Primary |
|
cco.intr.0901.0035471.34541.b |
|
|
|
Southern Bulk Industries, Inc. |
|
Intercreditor Agreement |
|
Primary |
|
cco.subk.0399.0035471.b |
|
|
|
Southern Bulk Industries, Inc. |
|
Subordination agreement |
|
Ancillary |
|
cco.subk.0399.0035471.a |
|
|
|
Southern Bulk Industries, Inc. |
|
Subordination agreement |
|
Ancillary |
|
cco.subk.0702.0035471.34541.a |
|
|
|
Southern Bulk Industries, Inc. |
|
Subordination agreement |
|
Ancillary |
|
cco.subk.0702.0035471.34541.b |
|
|
|
Southern Bulk Industries, Inc. |
|
Subordination agreement |
|
Ancillary |
|
cco.subk.0702.0035471.34541.c |
|
|
|
Southern Bulk Industries, Inc. |
|
Subordination agreement |
|
Ancillary |
|
|
|
|
|
|
|
|
|
|
|
cco.pa.0101.0037960.001 |
|
|
|
Southern Company Services, Inc. |
|
Participation agreement |
|
Primary |
|
Name |
|
|
|
Customer Name |
|
Document Type Name |
|
Category |
|
cco.rmkt.0900.0037960.001 |
|
|
|
Southern Company Services, Inc. |
|
Remarketing agreement |
|
Primary |
|
|
|
|
|
|
|
|
|
|
|
cco.esta.0901.0039595.001 |
|
|
|
Springs Industries, Inc. |
|
Escrow Trust Agreement |
|
Ancillary |
|
|
|
|
|
|
|
|
|
|
|
cco.pa.0999.0035293.002 |
|
|
|
TCA Network Funding, Limited Partnership |
|
Participation agreement |
|
Primary |
|
|
|
|
|
|
|
|
|
|
|
cco.esta.1003.0043254.001.101.201 |
|
|
|
Tower Automotive Madison, LLC |
|
Escrow Trust Agreement |
|
Ancillary |
|
cco.loca.1003.0043254.001.101.201 |
|
|
|
Tower Automotive Madison, LLC |
|
Letter of Credit Agreement |
|
Primary |
|
cco.pa.1003.0043254.001.101.201 |
|
|
|
Tower Automotive Madison, LLC |
|
Participation Agreement |
|
Primary |
|
cco.subk.1003.0043254.001.101.201 |
|
|
|
Tower Automotive Madison, LLC |
|
Subordination agreement |
|
Ancillary |
|
cco.subk.1003.0043254.001.101.201A |
|
|
|
Tower Automotive Madison, LLC |
|
Subordination agreement |
|
Ancillary |
|
|
|
|
|
|
|
|
|
|
|
cco.agam.0798.0033192 |
|
|
|
Transocean Holdings, Inc. |
|
Agency Agreement |
|
Primary |
|
cco.agam.0797.0033192 |
|
|
|
Transocean Holdings, Inc. |
|
Agency Agreement |
|
Primary |
|
cco.esta.1195.0033192 |
|
|
|
Transocean Holdings, Inc. |
|
Escrow Trust Agreement |
|
Ancillary |
|
cco.trag.1195.0033192 |
|
|
|
Transocean Holdings, Inc. |
|
Trust Agreement |
|
Primary |
|
|
|
|
|
|
|
|
|
|
|
cco.subk.1196.0033069 |
|
|
|
UNC Johnson Technology, Inc. |
|
Subordination Agreement |
|
Ancillary |
|
|
|
|
|
|
|
|
|
|
|
cco.trag.0701.0039505.001 |
|
|
|
Waterman Steamship Corp. |
|
Trust Agreement |
|
Primary |
Schedule 3.2(r)
Designated Credit Enhancements
|
Issuing Bank |
|
Dollar |
|
Reduction |
|
Reduction |
|
Renewal |
|
Renewal |
|
Expiration |
|
Lease Term |
|
Letter of |
|
Customer |
|
Lease |
|
LOC |
|
|
|
|
|
|
|
|
(Y/N) |
|
|
|
(Y/N) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LOC'S NOT |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FLEET BANK |
|
8,608,320.00 |
|
N/A |
|
Yes* |
|
N/A |
|
N |
|
09/30/04 |
|
02/01/09 |
|
ASL-3011624-130ISH |
|
L-S ELECTRO-GALVANIZING CO. |
|
0035448 |
|
002 |
|
|
WELLS FARGO |
|
1,800,000.00 |
|
N/A |
|
N |
|
N/A |
|
N |
|
10/31/04 |
|
08/05/04 |
|
NZS472122* |
|
JETCRAFT (JETCOAST 6042 LLC |
|
10058 |
|
001 |
|
|
WELLS FARGO |
|
1.00 |
|
N/A |
|
N |
|
N/A |
|
N |
|
10/31/04 |
|
08/05/04 |
|
NZS472122* |
|
JETCRAFT (JETCOAST 6043 LLC) |
|
10059 |
|
001 |
|
|
JPMORGAN CHASE BANK |
|
1,500,000.00 |
|
N/A |
|
N |
|
N/A |
|
N |
|
06/30/05 |
|
03/29/17 |
|
P-241628 |
|
CAMROSE PIPE CORPORATION |
|
0043143 |
|
001 |
|
|
GMAC |
|
930,000.00 |
|
05/01/04 |
|
Yes |
|
N/A |
|
N |
|
04/30/07 |
|
06/01/07 |
|
0422021047 |
|
FORT WAYNE FOUNDRY CORP. |
|
0033093 |
|
001 |
|
|
|
|
12,838,321.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LOC'S WITH AUTOMATIC |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CITIBANK, N.A. |
|
1,600,000.00 |
|
N/A |
|
N |
|
06/27/04 |
|
Y |
|
06/27/11 |
|
07/01/11 |
|
NY-02169-30030220 |
|
RX CHOICE, INC. |
|
0037904 |
|
003 |
|
|
CITIBANK, N.A. |
|
1,550,000.00 |
|
N/A |
|
N |
|
06/27/04 |
|
Y |
|
06/27/11 |
|
07/01/11 |
|
NY-02169-30030221 |
|
RX CHOICE, INC. |
|
0037904 |
|
002 |
|
|
CITIBANK, N.A. |
|
911,946.00 |
|
N/A |
|
N |
|
06/27/04 |
|
Y |
|
06/27/11 |
|
07/01/11 |
|
NY-02169-30030222 |
|
RX CHOICE, INC. |
|
0037904 |
|
004 |
|
|
BANK OF AMERICA |
|
650,389.55 |
|
N/A |
|
N |
|
06/30/04 |
|
Y |
|
None stated |
|
06/15/07 |
|
3058413* |
|
AMERICAN COLOR GRAPHICS |
|
0032684 |
|
001 |
|
|
BANK OF AMERICA |
|
1.00 |
|
N/A |
|
N |
|
06/30/04 |
|
Y |
|
None stated |
|
06/15/07 |
|
3058413* |
|
AMERICAN COLOR GRAPHICS |
|
0033365 |
|
001 |
|
|
JP MORGAN CHASE BANK |
|
1,000,000.00 |
|
N/A |
|
N |
|
09/02/04 |
|
Y |
|
09/02/05 |
|
08/01/05 |
|
3940/IR011699STO |
|
BISON AIR CORPORATION |
|
0034942 |
|
001 |
|
|
BANK ONE |
|
2,660,000.00 |
|
N/A |
|
N |
|
09/24/04 |
|
Y |
|
None stated |
|
11/16/07 |
|
CLS344020 |
|
TUBE CITY, INC. |
|
0033423 |
|
001 |
|
|
COMERICA BANK |
|
6,500,000.00 |
|
N/A |
|
N |
|
10/31/04 |
|
Y |
|
None stated |
|
11/03/09 |
|
587030-05 |
|
TOWER AUTOMOTIVE INC. |
|
0043254 |
|
001 |
|
|
WELLS FARGO |
|
5,205,570.00 |
|
07/15/04 |
|
Yes |
|
12/27/04 |
|
Y |
|
12/27/xx |
|
01/16/09 |
|
NZS425403 |
|
GREYHOUND LINES INC |
|
0040230 |
|
001 |
|
|
CITIBANK, N.A. |
|
1,700,000.00 |
|
N/A |
|
N |
|
12/31/04 |
|
Y |
|
03/15/11 |
|
08/01/11 |
|
NY-_____-30029059 |
|
RX CHOICE, INC. |
|
0037904 |
|
001 |
|
|
JP MORGAN CHASE BANK |
|
683,747.00 |
|
N/A |
|
N |
|
03/15/05 |
|
Y |
|
05/20/07 |
|
04/01/07 |
|
P-223136 |
|
J.L. FRENCH AUTOMOTIVE CASTING |
|
0039740 |
|
001 |
|
|
|
|
22,461,653.55 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
35,299,974.55 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
No Certificates of Deposit
NOTE: All LOC’s located at 3780 Kilroy Airport Way, Long Beach, CA 90806
Schedule 3.2(s)
Foreign Specified Financing and Lease Assets/ Credit Enhancement/ Foreign Obligors
|
Customer |
|
Lease/Loan Number |
|
Foreign |
|
Foreign |
|
Foreign |
|
Payment |
|
Billing Address |
|
Comments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AEROSERVICIOS CORPORATIVOS Total |
|
39482 |
|
Y |
|
Mexican |
|
Mexico |
|
Y |
|
Mexico |
|
|
|
AEROSERVICIOS DINAMICOS, S.A. Total |
|
34185 |
|
Y |
|
Mexican |
|
Mexico |
|
Y |
|
Mexico |
|
|
|
AEROSERVICIOS VANGUARDIA, S.A. (AEROSER) Total |
|
10002 |
|
Y |
|
Mexican |
|
Mexico |
|
Y |
|
Mexico |
|
|
|
AEROVITRO. S.A. DE C.V. Total |
|
38971 |
|
Y |
|
Mexican |
|
Mexico |
|
Y |
|
Mexico |
|
|
|
ATOLL HOLDINGS LIMITED Total |
|
37304 |
|
Y |
|
Jersey, Channel Islands |
|
Switzerland |
|
Y |
|
Greece |
|
a/c registered in US |
|
BRASPETRO OIL SERVICES CO. (BRASPET) Total |
|
10112 |
|
Y |
|
Brazil |
|
Brazil |
|
N |
|
New
York |
|
Two vessels. Registered in Panama |
|
BUCYRUS INTERNATIONAL, INC. Total |
|
33729, 39940 |
|
Y |
|
US |
|
Bahama |
|
N |
|
Wisconsin |
|
33729 in US. 39940 in Bahama |
|
CCA FINANCIAL SERVICES INC. (CCAFINA) Total |
|
10027 |
|
Y |
|
US |
|
Brazil |
|
N |
|
Florida |
|
We have a loan secured by 2 helicopters. Our customer leases the exuipment to a company in Brazil. We have a security interest in the lease and the helicopters |
|
CONTAINER APPLICATION INTL,INC Total |
|
32631 |
|
Y |
|
US |
|
International |
|
N |
|
California |
|
Shipping containers used in international trade |
|
CREDENCE CAPITAL CORPORATION (CREDENC) Total |
|
10033 |
|
Y |
|
US |
|
Korea |
|
N |
|
California |
|
We have a loan to a US company that leases equipment to a US company, who in turn subleases the equipment to their Korean sub. We have a security interest in the equipment, the lease and the sublease. |
|
CRONOS CONTAINER Total |
|
32591 |
|
Y |
|
US |
|
International |
|
N |
|
California |
|
Shipping containers used in international trade |
|
DEL MONTE FOODS CORP Total |
|
|
|
Y |
|
US |
|
US Samoa |
|
N |
|
|
|
|
|
ESSAR SHIPPING LTD (ESSARSH) Total |
|
10039 |
|
Y |
|
India |
|
International |
|
Y |
|
India |
|
Loan secured by vessels registered and based in India |
|
FANCIA INVESTMENTS Total |
|
37026 |
|
Y |
|
Panama |
|
International |
|
Y |
|
Denmark |
|
Shipping containers used in international trade. Guarantor is Swiss |
|
GATEWAY CONTAINER INTL., LTD. Total |
|
35326, 37715 |
|
Y |
|
Bermuda |
|
International |
|
N |
|
California |
|
Shipping containers used in international trade |
|
HAINAN AIRLINES CO., LTD. Total |
|
39706 |
|
Y |
|
China |
|
China |
|
Y |
|
China |
|
|
|
HAYNES INTERNATIONAL Total |
|
35593 |
|
Y |
|
US |
|
US/Mexico |
|
N |
|
Indiana |
|
Equipment under Lease 35593 is located in Mexico. NAV of $99K |
|
HELIMED AERO TAXI |
|
43553 |
|
Y |
|
Brazil |
|
Brazil |
|
Y |
|
Brazil |
|
|
|
HORIZON OFFSHORE CONTRACTOR, (HORIZO1) Total |
|
10110 |
|
Y |
|
Cayman |
|
International |
|
N |
|
Texas |
|
Vessel used internationally and registered in Vanuatu. US Guarantor |
|
JAMAICA ENERGY PARTNERS (JAMAICA) Total |
|
10056 |
|
Y |
|
Jamaica |
|
Jamaica |
|
Y |
|
Jamaica |
|
|
|
LCI SHIPHOLDING, INC. Total |
|
39448 |
|
Y |
|
Liberia |
|
International |
|
N |
|
Louisiana |
|
Lease of a vessel used internationally and registered in Panama |
|
LIDER TAXI AEREO S.A. Total |
|
10064, 39494 |
|
Y |
|
Brazil |
|
Brazil |
|
Y |
|
Brazil |
|
|
|
LOS CIPRESES S.A. (LOSCIPR) Total |
|
10065 |
|
Y |
|
Marshall Islands/ Uruguay |
|
Unsecured |
|
Y |
|
Uruguay |
|
Co-borrowers on an unsecured loan as part of a workout |
|
LOWA CORP (LOWACOR) Total |
|
10066 |
|
Y |
|
Cayman Island |
|
International |
|
Y |
|
UK (London) |
|
Aircraft registered in Burmuda |
|
MARITIME SHIPPING NV (IPC) (MARITIM) Total |
|
10067 |
|
Y |
|
Cayman Island |
|
Mexico |
|
Y |
|
Mexico |
|
Loan secured by vessel registered in Panama |
|
NORTH ATLANTIC REFINING, LTD. (NORTHAT) Total |
|
10069 |
|
Y |
|
Canada |
|
Canada |
|
Y |
|
Canada |
|
|
|
OMNI FLYS,.S.A. DE C.V. Total |
|
|
|
Y |
|
Mexican |
|
Mexico |
|
Y |
|
Mexico |
|
|
|
PARKER DRILLING OFFSHORE INTERNATIONAL (PARKER D) |
|
10072 |
|
Y |
|
Cayman Islands |
|
Nigeria |
|
Y |
|
Texas |
|
Loan secured by Panamanian flagged vessel. US Guarantor. |
|
POLICYD, S.A. DE C.V. (POLICYD) Total |
|
10074 |
|
Y |
|
Mexican |
|
Mexico |
|
Y |
|
Mexico |
|
|
|
PRIDE AMETHYST LIMITED Total |
|
35459 |
|
Y |
|
British Virgin Islands |
|
Brazil |
|
N |
|
Texas |
|
Vessel registered in Netherland Antiles. Vessel subleased to Petrobras. Transaction guarantied by US parent |
|
ROLLS ROYCE CANADA LTD. Total |
|
33126 |
|
Y |
|
Canada |
|
Canada |
|
Y |
|
Canada |
|
|
|
SARGEANT MARINE, INC (SARGENT) Total |
|
10080 |
|
Y |
|
US/Cayman |
|
International |
|
N |
|
Florida |
|
2 vessels. Commander is US registered and Victory is Cayman registered. |
|
SEAFALCON LTD TOTAL |
|
38093 |
|
Y |
|
Bermuda |
|
Switzerland |
|
Y |
|
Monte Carlo |
|
Aircraft used internationally and registered in Switzerland |
|
SERVICIOS INTEGRALES DE Total |
|
42654 |
|
Y |
|
Mexican |
|
Mexico |
|
Y |
|
Mexico |
|
Aircraft used internationally and registered in Mexico |
|
STONE CONTAINER CORP. Total |
|
30213 |
|
Y |
|
US |
|
Canada / US |
|
N |
|
US Several Locations |
|
One piece of equipment moved to Canada. NAV of $720K |
|
SUBIC AIR CHARTER INC. (SUBICAI) Total |
|
10085 |
|
Y |
|
Philippines |
|
Philippines |
|
Y |
|
Philippines |
|
Loan secured by aircraft used internationally (predominately in Philippines) and registered in Philippines. |
|
TRANS OCEAN LEASING CORP Total |
|
23374 |
|
Y |
|
US |
|
International |
|
N |
|
New York |
|
Shipping containers used in international trade |
|
TRANS OCEAN HOLDING |
|
33192 |
|
Y |
|
N |
|
Y |
|
N |
|
Louisiana |
|
Serviced by GATX |
|
WATERMAN STEAMSHIP CORP. Total |
|
39505 |
|
Y |
|
|
|
International |
|
N |
|
Louisiana |
|
Vessel used internationally and registered in US |
|
WORLD WIDE CONTAINER LEASING Total |
|
42523 |
|
Y |
|
Panama |
|
International |
|
Y |
|
Switzerland |
|
Shipping contatiners used in international trade. Transaction guarantied by Guernsey company and Swiss company |
Schedule 3.2(v)
Required Notices and Consents
Advance Notice Required:
|
OBLIGOR |
|
BOEING ENTITY |
|
American Railcar Industries, Inc. |
|
Boeing Capital Corporation |
|
Asphalt International and Victory Marine (master list Sargeant Marine) |
|
Boeing Capital Corporation |
|
Braspetro Oil Services, Co. (Petrobras XXXIV Trust LLT) |
|
Boeing Capital Corporation |
|
Camrose Pipe Corporation |
|
SPV – Portland Tube Facility LLC (Boeing member – BCC Equipment Leasing Corporation) |
|
Coastal Towing, Inc. |
|
Boeing Capital Loan Corporation |
|
Coastal Towing, Inc. |
|
Boeing Capital Corporation |
|
Container Applications International Inc. |
|
Boeing Capital Leasing Corporation |
|
Essar Shipping Limited |
|
Boeing Capital Corporation |
|
Gateway Container International Limited |
|
BCC Equipment Leasing Corporation |
|
Glenoit LLC |
|
Boeing Capital Corporation |
|
Horizon Vessels International Ltd. (master list Horizon Offshore Contractor) |
|
Boeing Capital Corporation |
|
Jefferson Smurfit Corporation |
|
BCC Equipment Leasing Corporation |
|
Los Cipreses S.A. |
|
Boeing Capital Corporation |
|
Maritime Shipping Ltd., Cayman Islands |
|
Boeing Capital Corporation |
|
Russell-Stanley Corp. |
|
BCC Equipment Leasing Corporation |
|
The Bridgeport and Port Jefferson Steamboat Company |
|
BCC Equipment Leasing Corporation |
|
U.S. Food Service, Inc. |
|
BCC Equipment Leasing Corporation |
|
World Wide Container Leasing, S.A. |
|
BCC Equipment Leasing Corporation |
Prior Consent Required:
|
OBLIGOR |
|
BOEING ENTITY |
|
Access Facilities Corporation |
|
Boeing Capital Corporation |
|
American Standard, Inc. |
|
BCC Equipment Leasing Corporation |
|
Autocam Corporation and Autocam France |
|
Boeing Capital Corporation |
1
|
OBLIGOR |
|
BOEING ENTITY |
|
Access Facilities Corporation |
|
Boeing Capital Corporation |
|
Bethlehem Steel Corporation |
|
BCC Equipment Leasing Corporation |
|
Boeing Company, The |
|
BCC Equipment Leasing Corporation |
|
Boeing Space and Communications |
|
BCC Equipment Leasing Corporation |
|
Citation Corporation |
|
Boeing Capital Corporation |
|
Coleman Cable Acquisition, Inc. |
|
Boeing Capital Corporation |
|
Dayco Products LLC, MIV Acquisition Corporation, MIV Holdings SA, Mark IV Industries Inc., Dayco Europe SRL and Lombardini SRL (master list Dayco Products) |
|
Boeing Capital Corporation |
|
Doane Pet Care Company |
|
Boeing Capital Corporation |
|
Edwards Baking Company |
|
Boeing Capital Corporation |
|
Formica Corporation, Formica Limited, Formica Holdco (UK) Limited, Formica Canada Inc., Formica S.A. and Formica Espanola S.A. (master list Formica Corp.) |
|
Boeing Capital Corporation |
|
Great Lakes Dredge & Dock Co. |
|
McDonnell Douglas Overseas Finance Corporation |
|
Greyhound Lines, Inc. |
|
BCC Equipment Leasing Corporation |
|
Great Lakes Dredge & Dock Co. |
|
BCC Equipment Leasing Corporation; |
|
H.J. Heinz Company |
|
BCC Equipment Leasing Corporation |
|
Helimed Aero Taxi Ltda (Brazil) LLC |
|
Boeing Capital Corporation |
|
Ispat Sidbec Inc. |
|
Boeing Capital Corporation |
|
Janus Equities, LLC (assignment from AE Reverse Co.) |
|
Boeing Capital Corporation |
|
Lider Taxi Aero S.A. Air Brazil |
|
Boeing Capital Corporation |
|
LCI Shipholdings |
|
BCC Equipment Leasing Corporation |
|
L-S Electro-Galvanizing Company |
|
SPV – Cleveland Steel Facility, LLC (Boeing member – BCC Equipment Leasing Corporation) |
|
Lucent Technologies, Inc. |
|
BCC Equipment Leasing Corporation |
|
National Steel Corporation (master list United States Steel Corporation) |
|
BCC Equipment Leasing Corporation |
|
North Atlantic Refining Limited |
|
Boeing Capital Corporation |
|
Pride Amethyst Ltd. |
|
BCC Equipment Leasing Corporation |
|
R & B Falcon Drilling Co. fka Reading & Bates Drilling Co. (master list Transocean Holdings) |
|
SPV – Deep Sea Investors LLC (Boeing member – BCC Equipment Leasing Corporation) |
|
Revere Cooper Products, Inc. |
|
BCC Equipment Leasing Corporation |
2
|
OBLIGOR |
|
BOEING ENTITY |
|
Access Facilities Corporation |
|
Boeing Capital Corporation |
|
Springs Industries Inc. |
|
Boeing Capital Corporation |
|
Stoody Company |
|
BCC Equipment Leasing Corporation |
|
Synthetic Industries, Inc. |
|
Boeing Capital Corporation |
|
TCA Network Funding, Limited Partnership |
|
Boeing Credit Corporation |
|
The Boeing Company |
|
BCC Equipment Leasing Corporation |
|
Trans Ocean Leasing Corporation |
|
BCC Equipment Leasing Corporation |
|
Travelcenters of America, Inc. |
|
Boeing Capital Corporation |
|
Vought Aircraft Industries, Inc. |
|
Boeing Capital Corporation |
|
Waterman Steamship Corporation |
|
BCC Equipment Leasing Corporation |
|
Wyman-Gordon Titanium Castings, LLC (assignee from Wyman-Gordon Investment Castings) |
|
BCC Equipment Leasing Corporation |
Equity Asset Notice or Consent:
|
BOEING ENTITY |
|
EQUITY ASSET |
|
REQUIRED
CONSENT OR |
|
|
|
|
|
|
|
BCC Equipment Leasing Corporation |
|
Portland Tube Facility, L.L.C. |
|
Heller Financial Leasing, Inc. – to sale/option |
|
BCC Equipment Leasing Corporation |
|
MDFC/Mitsui Leasing Partnership |
|
Mitsui Leasing (U.S.A.) Inc. – to sale/option |
* Required transfer or assignment fees are not indicated on this schedule.
** In the case of syndicated transactions, some Assets may be removed from this schedule if Buyer is already a member of the syndicate.
3
Schedule 3.2(x)
Waiver of Material Rights
As part of the terms of the Forbearance Agreement entered into with Sky King, Inc. the applicable Seller’s right to proceed against the guarantor’s portion of his jointly owned residence is waived at the 91st day after perfection of the additional collateral pledged under the Forbearance Agreement. Part of the additional collateral consists of an assignment of the guarantor’s portion of the excess cash flow in his Walgreens Store (jointly owned with his wife who is not a guarantor). The Forbearance Agreement further provides that this assignment will be released at the 2nd anniversary of the Forbearance Agreement if no defaults have occurred.
Schedule 3.3
List of Partnership/LLC Affiliations
A
sale of 50% or more of the total interest in partnership capital and profits
within a 12-month period shall terminate the partnership for tax purposes.
May require Consent from the other Partners
|
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Percent to be |
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||||||
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|
|
ACRO- |
|
PARTNERS |
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|
Sold as an |
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||||||
|
|
|
FEIN |
|
NYM |
|
(* Tax Matter Partner) |
|
|
|
|
|
TOTAL |
|
Equity Asset |
|
TOTAL NAV |
|
BCC NAV |
|
||||||
|
MDFC/Mitsui Leasing Partnership |
|
|
|
|
|
BCC-ELC |
|
Mitsui |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
as of 4/30/04 |
|
|
3780 Kilroy Airport Way, Suite 750, Long Beach, CA 90806 |
|
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* |
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|
|
(American Standard - non aircraft) - Equipment Leasing |
|
33-0695795 |
|
MCE |
|
50.0 |
% |
50.00 |
% |
|
|
|
|
|
|
|
|
100 |
% |
49 |
% |
8,395,944.00 |
|
4,197,972.00 |
|
|
Joint ownership of manufacturing eqpt |
|
General Partnership Agreement effective as of March 31, 1995 by BCC-ELC and Mitsui Leasing. |
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||||||||||
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Contact: Maria Santiago (212) 883-3023, Fax (212) 490-1684 |
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|
Contract #31203-027 to 078 and 452 |
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|
Deep Sea Investors, L.L.C. |
|
|
|
|
|
BCC-ELC |
|
GATX |
|
Heller |
|
|
|
|
|
|
|
|
|
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|
Four Embarcadero Center, Suite 2200 |
|
|
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|
* |
|
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|
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|
|
|
|
|
|
|
|
|
|
|
San Francisco, CA 94111 |
|
13-3860286 |
|
R&B |
|
34.03 |
% |
44.70 |
% |
21.27 |
% |
|
|
|
|
|
|
100 |
% |
|
|
36,918,686.00 |
|
12,563,429.00 |
|
|
(Readings and Bates) - Leasing Industrial Equipment |
|
Amended and Restated Limited Liability Company Agreement dated as of July 1, 1998. |
|
|
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|
||||||||
|
34.03% owned by BCC-ELC - Joint ownership in Drilling Rig |
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|
(Return Prepared by Colleen Cheong (415) 955-3317) |
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|
11/08/1995 Date of Incorp. |
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|
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|
|
|
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|
Contract #33192-001 to 009 |
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|
|
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|
|
|
Corporate Aircraft 1997- 1, LLC |
|
|
|
|
|
BCC-ELC |
|
GECC |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3780 Kilroy Airport Way, Suite 750, Long Beach, CA 90806 |
|
|
|
|
|
* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(GECC - private aircraft) - Equipment Leasing |
|
06-1499111 |
|
GE2 |
|
95.0 |
% |
5.00 |
% |
|
|
|
|
|
|
|
|
100 |
% |
|
|
16,700,945.26 |
|
15,865,898.00 |
|
|
95% owned by BCC-ELC - Joint ownership of private aircraft |
|
Limited Liability Company Agreement effective December 1, 1997 between BCC-ELC and GECC of Tennessee |
|
|
|
|
|
|
|
|
|
|
|
Xerox Aircraft and Note |
|
|
|
||||||||
|
12/1/97 Date of Incorp. (Delaware) |
|
|
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|
|
|
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|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
Contact #39584-001 and 002 |
|
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|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cleveland Steel Facility, LLC |
|
|
|
|
|
BCC-ELC |
|
Heller |
|
Transam. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3780 Kilroy Airport Way, Suite 750, Long Beach, CA 90806 |
|
|
|
|
|
* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Leasing equipment |
|
33-0838502 |
|
LTV |
|
40.0 |
% |
40.00 |
% |
20.0 |
% |
|
|
|
|
|
|
100 |
% |
|
|
31,884,232.50 |
|
12,753,693.00 |
|
|
1/25/99 Date of Incorp. (Delaware) |
|
Amended and Restated Limited Liability Company Agreement dated as of January 25, 1999 as amended and restated, March 5, 1999 |
|
||||||||||||||||||||||