EXHIBIT 10.2
FORM OF CAPE TOWN ADDENDUM TO
AIRCRAFT LEASE AGREEMENT
FAA Authorization
Code:_______________
International Registry File
Numbers:
(Airframe): __________________
(Engine No.
1):
__________________
(Engine No.
2): __________________
THIS ADDENDUM
(this “ Addendum
”) dated as of September 1, 2008 amends and supplements
that certain Aircraft Lease Agreement (as amended to the date
hereof and as may be amended from time to time and as more
particularly described in Annex I attached hereto, the
“Lease” ) with respect to the Aircraft as more
particularly described in Annex I attached hereto (the
“Aircraft” ) between CFS Air, LLC , with
an office at 44 Old Ridgebury Road, Danbury, CT 06810-5105
(together with its successors and assigns, if any
“Lessor” ) and Air Logistics, L.L.C. , a
limited liability company organized and existing under the laws of
the State of Louisiana with its mailing address and chief place of
business at 4605 Industrial Drive, New Iberia, LA 70560
(“ Lessee ”). Capitalized terms not
otherwise defined herein shall have the meanings set forth in the
Lease.
1.
Preconditions to the
Addendum. Lessor shall
have received: (a) an AC Form 8050-135 FAA Entry Point Filing Form
International Registry for filing with the FAA and the
international registry (the “International
Registry” ) established pursuant to the Cape Town
Convention on International Interests in Mobile Equipment (the
“Convention” ) and the Protocol thereto On
Matters Specific To Aircraft Equipment (the
“Protocol” ) concluded in Cape Town in November
2001 (the Convention and the Protocol, each, in the official
English language text thereof, are collectively referred to herein
as the “Cape Town Convention” ) and any other
form proscribed by the International Registry or the FAA, (b)
evidence that Lessee is a registered “transacting user
entity” with the International Registry, has identified its
“administrator” to Lessor, has appointed a
“professional user entity” satisfactory to Lessor, has
filed all necessary documentation and paid all required user fees
to enable Lessor to register its “international
interests” (as such term is used in the Cape Town Convention)
created hereby with the International Registry, (c) a
“priority search certificate” (as such term is used in
the procedures of the International Registry) from the
International Registry indicating that no international interests
with respect to the Aircraft are currently registered therein; (d)
evidence any or all filings required or advisable to protect or
perfect Lessor’s “international interests”
created by the Lease, this Addendum, and the related documents are
filed with the International Registry; and (e) confirmation
satisfactory to Lessor that Lessee has consented to the
registration of the “international interests” created
by this Amendment and any of the other Documents in favor of
Lessor.
2.
AMENDMENTS TO THE
LEASE:
So long as the preconditions have been fulfilled
to the satisfaction of the Lessor, the Lease is hereby amended by
adding the following thereto:
|
|
Section 20(f)
of the Lease is hereby amended by inserting the following at the
end thereof:
|
“LESSEE IRREVOCABLY SUBMITS
TO THE NON-EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS
LOCATED IN THE STATE OF CONNECTICUT TO HEAR AND DETERMINE ANY SUIT,
ACTION OR PROCEEDING AND TO SETTLE ANY DISPUTES, WHICH MAY ARISE
OUT OF OR IN CONNECTION HEREWITH (COLLECTIVELY, THE
“PROCEEDINGS” ), AND LESSEE FURTHER IRREVOCABLY
WAIVES ANY RIGHT IT MAY HAVE TO REMOVE ANY SUCH PROCEEDINGS FROM
ANY SUCH COURT (EVEN IF REMOVAL IS SOUGHT TO ANOTHER OF THE
ABOVE-NAMED COURTS). Notwithstanding the foregoing, Lessor shall
have the right to apply to a court of competent jurisdiction in the
United States or abroad for equitable relief as is necessary to
preserve, protect and enforce its rights under this Lease,
including but not limited to orders of attachment or injunction
necessary to maintain the status quo pending litigation or to
enforce judgments against Lessee, any Guarantor or the Aircraft or
to gain possession of the Aircraft.”
|
|
Section 20(h)
is hereby deleted in its entirety and replaced with the words
“Intentionally Reserved”.
|
|
|
The Amended and
Restated Annexes B and F attached hereto amend and restate the
original annexes B and F and replace and supercede them in their
entirety. Annex A is hereby amended by changing Capitalized
Lessor’s Cost to reflect the Capitalized Lessor’s Cost
on Amended and Restated Annex B.
|
3.
MISCELLANEOUS
PROVISIONS.
|
|
This Addendum
may be executed in any number of counterparts and by the different
parties hereto on separate counterparts, each of which counterparts
when executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument.
|
|
|
Except as
expressly modified hereby, all terms and provisions of the Lease
shall remain in full force and effect. This Addendum is not binding
nor effective with respect to the Lease or the Aircraft until
executed on behalf of Lessor and Lessee by authorized
representatives of Lessor and Lessee.
|
|
|
From and after
the date hereof, all references in the Lease and any other
documents related thereto shall be deemed to be a reference to the
Lease as modified pursuant to the terms of this
Addendum.
|
IN WITNESS WHEREOF,
Lessee and Lessor have caused this
Addendum to be executed by their duly authorized representatives as
of the date first above written.
|
LESSOR:
|
LESSEE:
|
|
|
|
|
CFS Air,
LLC
|
Air
Logistics, L.L.C.
|
|
By Its
Manager
|
|
|
General
Electric Capital Corporation
|
|
|
|
|
|
|
|
|
By:
_______________________________________________
|
By:________________________________________________________
|
|
|
|
|
Name:____________________________________________________
|
Name:______________________________________________________
|
|
|
|
|
Title:_____________________________________________________
|
Title:_______________________________________________________
|
Annex I
Aircraft Lease Agreement (SN ________) dated as
of December 30, 2005 between CFS Air, LLC, as lessor, and Air
Logistics, L.L.C., as lessee, which was recorded by the Federal
Aviation Administration on January 25, 2006 and assigned Conveyance
No. [Intentionally Deleted], as supplemented and amended by the
following described instruments:
|
Instrument
|
Date of
Instrument
|
FAA
Recording Date
|
FAA
Conveyance No.
|
Certificate of
Acceptance
(SN [Intentionally
Deleted])
|
[Intentionally Deleted]
|
[Intentionally Deleted]
|
[Intentionally Deleted]
|
Amendment to
Aircraft Lease Agreement (SN [Intentionally
Deleted])
|
[Intentionally Deleted]
|
[Intentionally Deleted]
|
[Intentionally Deleted]
|
A.Airframe: [Intentionally
Deleted].
B.Engines: [Intentionally
Deleted].
AMENDED AND RESTAT
