AIRCRAFT LEASE AGREEMENT
THIS AIRCRAFT LEASE AGREEMENT is made and entered into as of July 16, 2001.
HAWAIIAN AIRLINES, INC., a Hawaii corporation whose address and principal place of business is at 3375 Koapaka Street, Suite G350, Honolulu, Hawaii 96819 ("LESSEE") and
INTERNATIONAL LEASE FINANCE CORPORATION, a California corporation whose address and principal place of business is at 1999 Avenue of the Stars, 39th Floor, Los Angeles, California 90067 ("LESSOR").
The subject matter of this Lease is one (1) used B767-3G5ER aircraft. In consideration of and subject to the mutual covenants, terms and conditions contained in this Lease, LESSOR hereby agrees to lease to LESSEE and LESSEE hereby agrees to lease from LESSOR the Aircraft (as defined below) and the parties further agree as follows:
ARTICLE 1 DEFINITIONS
Except where the context otherwise requires, the following words have the following meanings for all purposes of this Lease. The defi1nitions are equally applicable to the singular and plural forms of the words. Any agreement defined below includes each amendment, modification, supplement and waiver thereto in effect from time to time.
1.1 General Definitions.
"Aircraft" means the Airframe, two (2) Engines, Parts and Aircraft Documentation, collectively. As the context requires, "Aircraft" may also mean the Airframe, any Engine, any Part, the Aircraft Documentation or any part thereof individually. For example, in the context of return to LESSOR the term "Aircraft" means the Airframe, Engines, Parts and Aircraft Documentation collectively, yet in the context of LESSEE not creating any Security Interests other than Permitted Liens on the Aircraft, the term "Aircraft" means any of the Airframe, any Engine, any Part or the Aircraft Documentation individually.
"Aircraft Documentation" means all (a) log books, Aircraft records, manuals and other documents provided to LESSEE in connection with the Aircraft, (b) documents listed in Exhibits G and M and (c) any other documents required to be maintained during the Lease Term by the Aviation Authority, LESSEE's Maintenance Program and this Lease.
"Airframe" means the airframe listed in the Estoppel and Acceptance Certificate executed at Delivery together with all Parts relating thereto (except Engines or engines).
"Airworthiness Directives" or "ADs" means all airworthiness directives of the FAA.
"APU" means the auxiliary power unit of the Aircraft.
"Aviation Authority" means the FAA or any Government Entity which under the Laws of the U.S. from time to time has control over civil aviation or the registration, airworthiness or operation of aircraft in the U.S. If the Aircraft is registered in a country other than the U.S., "Aviation Authority" means the agency which regulates civil aviation in such other country.
"Aviation Documents" means any or all of the following which at any time may be obtainable from the Aviation Authority: (a) the certificate of registration for the Aircraft issued by the State of Registration, (b) a full certificate of airworthiness for the Aircraft specifying transport category (passenger), (c) an air transport license, (d) an air operator's certificate, (e) such recordation of LESSOR's title to the Aircraft and interest in this Lease as may be available in the State of Registration and (f) all such other authorizations, approvals, consents and certificates in the State of Registration as may be required to enable LESSEE lawfully to operate the Aircraft.
"Basic Engine" means those units and components of the Engine which are used to induce and convert fuel/air mixture into thrust/power; to transmit power to the fan and accessory drives; to supplement the function of other defined systems external to the Engine; and to control and direct the flow of internal lubrication, plus all essential accessories as supplied by the Engine manufacturer. The nacelle, installed components related to the Aircraft systems, thrust reversers, QEC and the primary exhaust nozzle are excluded.
"Business Day" means a day other than a Saturday or Sunday on which the banks in the city where LESSOR's Bank is located are open for the transaction of business of the type required by this Lease.
"Creditor" means any lessor, owner, bank, lender, mortgagee or other Person which is the owner of or has any interest in an aircraft engine or aircraft operated by LESSEE.
"Creditor Agreement" means the applicable agreement between a Creditor and LESSEE or between Creditors pursuant to which such Creditor owns, leases or has an interest in either an aircraft operated by LESSEE on which an Engine may be installed or in an aircraft engine which may be installed on the Airframe.
"Default" means any event which, upon the giving of notice, the lapse of time and/or a relevant determination, would constitute an Event of Default.
"Delivery" means the delivery of the Aircraft from LESSOR to LESSEE pursuant to Articles 2 and 5.
AIRCRAFT LEASE AGREEMENT
AIRCRAFT LEASE AGREEMENT (?Agreement? or ?Lease?) made and dated for reference as of the 17th day of January 2007, at Carlsbad, California.
W I T N E S S E T H:
Lessee has requested Lessor to provide, and Lessor is willing to provide the aircraft described in Appendix A annexed hereto for the purpose of leasing the same to Lessee for the Term identified in Section 1.
Lessee shall lease the described . . .
AIRCRAFT LEASE(S/N 525-0497)
DATED AS OF October 5, 2007,
BANC OF AMERICA LEASING & CAPITAL, LLCas Lessor
Ahern Rentals, Inc. and Don F. Ahernas Lessee
TABLE OF CONTENTS
SECTION 1. LEASE OF AIRCRAFT
SECTION 2. CLOSING CONDITIONS
SECTION 3. TERM AND RENT
SECTION 4. TITLE; QUIET ENJOYMENT
SECTION 5. DISCLAIMER AND ASSIGNMENT OF WARRANTIES
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