FN>
FINANCING AGREEMENT
This FINANCING AGREEMENT (this "Agreement"), dated as of
December 13, 2000, is entered into by and between AMERICAN TRANS AIR, INC.
("ATA"), an Indiana corporation, and GENERAL ELECTRIC CAPITAL CORPORATION
("GECC"), a New York corporation.
WHEREAS, ATA and GECC wish to set forth their understanding
regarding the leveraged lease financings or single investor lease financings of
(Confidential Material Omitted) new Boeing B737-800 aircraft, each equipped with
two CFM56-7 engines (collectively, the "Aircraft") to be delivered pursuant to
the Purchase Agreement No. 2262 dated as of June 30, 2000, as amended, between
ATA and The Boeing Company (the "ATA Purchase Contract") or pursuant to the
Purchase Agreement No. 1905 dated as of April 25, 1996, as amended, between GECC
and The Boeing Company (the "GE Purchase Contract" and, together with the ATA
Purchase Contract, the "Purchase Contracts"); and
WHEREAS, in furtherance thereof, ATA and GECC wish to commit
to execute and deliver certain agreed documents relating to such financing of
each Aircraft on or before the date (the "Tender Date") that such Aircraft is
tendered for delivery by The Boeing Company under the applicable Purchase
Contract (which date will, if the closing of the applicable financing
transaction as described herein occurs on such date, be the Delivery Date for
such Aircraft).
NOW, THEREFORE, the parties hereto agree as follows:
1. Leveraged Transactions. (a) ATA and GECC agree to enter into a leveraged
lease financing transaction, on and subject to the terms and conditions
described herein (a "Leveraged Transaction"), with respect to each of the
(Confidential Material Omitted) Aircraft identified on Exhibit A (the "Firm
Aircraft").
(b) (Confidential Material Omitted).
(c) Each of the Firm Aircraft. (Confidential Material Omitted) is referred
to herein as a "Leveraged Aircraft".
- 7 -
2. Single-Investor Transactions. ATA and GECC agree to enter into a single
investor lease financing transaction, on and subject to the terms and conditions
described herein (a "SIL Transaction"), with respect to each of the
(Confidential Material Omitted) Aircraft identified on Exhibit B (the "SIL
Aircraft"). The SIL Transactions and the Leveraged Transactions are referred to
collectively as the "Transactions".
3. Leveraged Documents. Attached as Exhibit C are the forms of the agreements
and other documents (collectively, the "Leveraged Documents") which the parties
have negotiated and agreed to utilize to effect each of the Leveraged
Transactions. Capitalized terms used in this Agreement without definition in
relation to the Leveraged Transactions shall have the meanings set forth in the
Leveraged Documents. Subject to the terms and conditions of this Agreement, ATA
agrees that, on or before the Tender Date of each Leveraged Aircraft, it shall,
with respect to such Aircraft, (a) execute and deliver, as Lessee, each of the
Leveraged Documents to which Lessee is to be a party as provided therein and (b)
procure that the parties identified therein as Owner Trustee and as Mortgagee
and Loan Participant, respectively (or other institutions reasonably acceptable
to GECC) execute and deliver the applicable Leveraged Documents in such
capacities. GECC agrees that, on the Tender Date of each Leveraged Aircraft, it
shall (or shall cause an Affiliate that is a Permitted Institution to), with
respect to such Aircraft, execute and deliver, as Owner Participant, each of the
Leveraged Documents to which Owner Participant is to be party as provided
therein.
The parties agree that the Leveraged Documents for each
Leveraged Aircraft shall be in the form set forth in Exhibit C, except as
modified only to incorporate (a) the Delivery Date (and other dates measured
with reference thereto), serial numbers and registration number applicable to
such Aircraft; (b) the actual Lessor's Cost, as determined in accordance with
Section 5 below; (c) the Actual Pricing, as determined in accordance with
Section 6 below; (d) changes to reflect the terms of the Debt Financing, to
the extent agreed by the parties, as contemplated in Section 7 below; (e)
changes, if requested by GECC, to effect a like kind exchange as described in
Exhibit E; and (f) the actual Payment Dates (which will correspond to the
interest payment dates under the Debt Financing).
4. SIL Documents. Attached as Exhibit D are the forms of agreements and other
documents (collectively, the "SIL Documents") which the parties have negotiated
and agreed to utilize to effect each of the SIL Transactions. Capitalized terms
used in this Agreement without definition in relation to the SIL Transactions
shall have the meanings set forth in the SIL Documents. Subject to the terms and
conditions of this Agreement, ATA agrees that, on the Tender Date of each SIL
Aircraft, it shall (a) execute, deliver and perform, as Lessee, each of the SIL
Documents to which Lessee is to be a party as provided therein and (b) procure
that the party identified therein as Owner Trustee (or another institution
reasonably acceptable to GECC) execute and deliver the applicable SIL Documents
in such capacity. GECC agrees that, on the Tender Date of each SIL Aircraft, it
shall (or shall cause a Permitted Institution to), with respect to such
Aircraft, execute, deliver and perform, as Owner Participant, each of the SIL
Documents to which Owner Participant is to be a party as provided therein.
The parties agree that the SIL Documents for each SIL Aircraft
shall be in the form set forth in Exhibit D, except as modified only to
incorporate (a) the Delivery Date (and other dates measured with reference
thereto), serial numbers and registration number applicable to such Aircraft;
(b) the actual Lessor's Cost, as determined in accordance with Section 5 below;
(c) the Actual Pricing, as determined in accordance with Section 6 below; (d)
changes, if requested by GECC, to effect a like kind exchange as described in
Exhibit E; and (e) the actual Payment Dates; provided that with respect to the
Aircraft identified on Exhibit B as "GE Purchase Contract" aircraft, the
additional changes described in Exhibit F shall be made.
5. Lessor's Cost. In the Pricing Assumptions, Lessor's Cost has been assumed to
be (Confidential Material Omitted) for each Aircraft to be delivered under the
ATA Purchase Contract and (Confidential Material Omitted) for each Aircraft to
be delivered under the GE Purchase Contract. Lessor's Cost for each Aircraft
shall be adjusted to be equal to the sum of (a) the actual purchase price of
such Aircraft under the applicable Purchase Contract (including any price
escalation provided for therein) and (b) capitalized interest.
6. Pricing. (a) The Basic Rent payments and allocations, Stipulated Loss Values,
Termination Values and EBO Price (collectively, the "Pricing") for each
Aircraft, based on the pricing assumptions set forth in Exhibit G (the "Pricing
Assumptions"), are set forth in Exhibit H (the "Assumed Pricing") for the
Leveraged Aircraft and the SIL Aircraft respectively. The actual Pricing
("Actual Pricing") for each Aircraft will be the Assumed Pricing adjusted as
provided in the following provisions of this Section 6.
(b) The Net Economic Return shall be adjusted by changing
the net after-tax book yield component thereof to reflect any difference between
(1) (Confidential Material Omitted) as quoted on the (Confidential Material
Omitted) page (ask side based on a 30/360 day convention) as of the second
Business Day prior to the Delivery Date and (2) (Confidential Material Omitted).
(c) The Assumed Pricing shall be recalculated (upwards or
downwards) as of the Delivery Date by GECC, in order to (i) maintain the Net
Economic Return (adjusted as provided in Secton 6(b) above) and (ii) to the
extent possible consistent with clause (i), to minimize the Net Present Value of
Rents to Lessee, to reflect (A) any change in:
(1) the Delivery Date; (2) the amount of Lessor's Cost; (3) the amount of
Transaction Expenses; or (4) in respect of the Leveraged Transactions, the
original principal amount, interest rate or amortization schedule of the Debt
Financing from that set forth in the Pricing Assumptions; (Confidential Material
Omitted)and (C) any Change in Tax Law enacted, adopted, issued or (to the extent
described as a "proposed change" in the following definition of a "Change in Tax
Law") proposed on or prior to the Delivery Date. "Change in Tax Law" means (i)
any change, or any proposed change that has a proposed effective date that is on
or prior to the Delivery Date, in the Code (provided that, in the case of a
proposed change in the Code, such change must have been "reported favorably" by
the House Ways and Means Committee or the Senate Finance Committee) or the
Treasury Regulations (provided that, in the case of a proposed change in the
Treasury Regulations, such change must have been issued by the Department of the
Treasury) or (ii) any change in the interpretation of the Code or Treasury
Regulations in a decision by the United States Supreme Court, the United States
Tax Court, the United States Court of Claims or any of the United States Courts
of Appeal or District Courts, or any issuance of a revenue ruling, revenue
procedure or any pronouncement by the Internal Revenue Service or the Department
of the Treasury (other than a change in the alternative minimum tax or other
change that results in Owner Participant's being subject to alternative minimum
tax or unable to use all tax benefits because of its particular tax situation).
Subject to the following paragraph, in the event of any such proposed change,
the parties hereto shall cooperate in order to determine the methodology for
taking into account in such recalculation the effect of such proposed change.
Any such recalculation shall be prepared by GECC, in compliance with the
provisions of ss. 3.2.1(e) of the Lease and subject to verification in the
manner provided in ss. 3.2.1(d) of the Lease, on the basis of the same
methodology and assumptions used by GECC in determining the Assumed Pricing,
except as such assumptions have been modified to reflect the events giving rise
to such recalculation and taking into account the law applicable at the time of
such recalculation (and, in respect of the EBO Price, subject to the constraints
set forth in ss. 3.2.1(b)(3) of the Lease). All recalculations (1) shall be made
so as to avoid characterization of the Lease as a "disqualified leaseback or
long-term agreement" within the meaning of Code ss. 467 and Treasury Regulations
thereunder and (2) shall be in compliance with the requirements of ss.4(1) and
ss. 4(6) of Revenue Procedure 75-21 and ss.ss. 4.02(5), 4.07(1) and 4.07(2) of
Revenue Procedure 75-28. In connection with any such recalculations to payments
and allocations of Basic Rent, appropriate corresponding adjustments shall be
made to the percentages set forth on the Schedules of Stipulated Loss Values and
Termination Values in the columns headed "Deferred Basic Rent Amount" and
"Prepaid Basic Rent Amount."
(d) In the event that any adjustment to the Pricing for an Aircraft
occasioned by a Change In Tax Law pursuant to clause (B) of Section 6(c) would
cause the Net Present Value of Rents (as defined in the applicable Lease) to
increase by more than (Confidential Material Omitted) in the case of an Aircraft
delivered under the GE Purchase Contract or (Confidential Material Omitted) in
the case of an Aircraft delivered under the ATA Purchase Contract, ATA may
terminate this Agreement with respect to such Aircraft by written notice to
GECC, unless GECC, in its sole discretion, by written notice to ATA given within
four Business Days after ATA gives such termination notice, agrees to revise
such adjustment so that such present value increase shall be (Confidential
Material Omitted) or (Confidential Material Omitted), respectively, or less. If
ATA terminates this Agreement with respect to any Aircraft pursuant to this
Section 6(d), ATA shall not effect any lease or other financing of such Aircraft
that would reflect a Net Present Value of Rents (or the equivalent) equal to or
greater than the Net Present Value of Rents that would have applied in the
transaction contemplated by this Agreement with respect to such Aircraft.
(e) In the event that any recalculation pursuant to Section
6(c) results in a "back-ended rent profile" for purposes of ss. 467 of the Code
and the Treasury Regulations thereunder, (i) the (Confidential Material Omitted)
requirement set forth in clause (A) of the definition of "Applicable Percentage"
shall apply to the first two Renewal Terms, and (ii) the provisions of Section
17 of the Lease shall be modified accordingly.
(Confidentail Material Omitted)
8. Dates. ATA shall give to GECC not less than five Business Days' prior notice
of the scheduled Delivery Date of each Aircraft, provided that ATA shall be
entitled to postpone the scheduled Delivery Date for an Aircraft by written
notice to GECC given at any time prior to 2:00 PM (New York time) on the
scheduled Delivery Date for such Aircraft, which notice may specify a new
scheduled Delivery Date on a subsequent Business Day. If notice of a
postponement does not specify a new scheduled Delivery Date, ATA shall give GECC
not less than two Business Days' notice of the new scheduled Delivery Date with
respect to such Aircraft.
9. Return of Funds. If the closing of a Transaction with respect to an Aircraft
fails to occur on the scheduled Delivery Date and GECC shall have made funds
available for such closing, ATA shall cause such funds to be returned to GECC in
immediately available funds by 3:30 p.m. (New York time) on such scheduled
Delivery Date, unless GECC shall have agreed otherwise in writing.
10. Expenses. If the applicable Transaction with respect to an Aircraft fails to
close for any reason prior to the termination of this Agreement, pursuant to
Section 12 below, ATA will pay all fees and expenses (including the reasonable
legal fees and expenses of GECC's counsel) incurred in connection with such
Transaction; provided that if the Transaction fails to close by reason of a
breach by GECC of its obligations under this Agreement or by the Owner
Participant of any of its obligations under the applicable Participation
Agreement, GECC shall pay all reasonable fees and expenses incurred in
connection with such Transaction (including the reasonable legal fees and
expenses of ATA's counsel) but excluding in any event any fees and expenses
related to the Debt Financing.
11. Conditions.
(a) The obligation of GECC to participate in the Transactions
with respect to each Aircraft as contemplated by this Agreement shall be subject
to the fulfillment or the waiver by GECC, on or before the Delivery Date of such
Aircraft, of the conditions set forth in ss. 5.1 (except subsections 5.1.15 and
5.1.16 thereof) of the applicable Participation Agreement with respect to such
Transaction and the further conditions that (Confidential Material Omitted) (ii)
the Delivery Date for such Aircraft shall have occurred on or before the date
contemplated by clause (ii) of Section 12 hereof and (Confidential Material
Omitted).
(b) The obligations of ATA to participate in the Transaction with respect
to each Aircraft as contemplated by this Agreement shall be subject to (i) the
satisfaction, or waiver by ATA, on or before the Delivery Date of such Aircraft,
of the conditions set forth in ss. 5.4 of the applicable Participation Agreement
and (ii) with respect to the Leveraged Transactions, the agreement of GECC and
the debt providers on debt/equity matters (to the extent different from those
reflected in the form of Mortgage included in Exhibit C) by the date set
contemplated by clause (ii) of Section 12 hereof.
12. Termination. The obligations of ATA and GECC under this Agreement with
respect to any Aircraft shall terminate and be of no further force or effect on
the earlier of (i) the consummation of the Transactions with respect to all of
the Aircraft and (ii) the Outside Date (as defined below) applicable to such
Aircraft, provided that the obligations of ATA and GECC under Section 10 hereof
shall survive, and remain in full force and effect following, the termination of
this Agreement. For purposes of this Section 12, "Outside Date" means December
31, 2002 with respect to the Firm Aircraft and the SIL (Confidential Material
Omitted) (such date, in each case, the "Expiry Date"), provided that if a labor
strike or similar event occurs at The Boeing Company prior to the applicable
Expiry Date and such strike or event causes the date of delivery under the
Purchase Agreement in respect of any of the Aircraft to be delayed, the "Outside
Date" shall be deemed to mean the earlier of (x) the date which follows the
applicable Expiry Date by the number of days that such strike or event has
continued in effect and (y) the date which is six months after the applicable
Expiry Date.
13. Related Matters. (a) Upon execution and delivery of this Agreement by
ATA, GECC shall return to ATA the letter of credit provided by ATA in connection
with leveraged lease transaction [ATA 1996 B] covering the Boeing 757-23N
aircraft having manufacturer's serial number 27974 and shall execute and deliver
an appropriate amendment to the Participation Agreement dated as of December 16,
1996 in such transaction releasing ATA from the provisions of Section 8(ee)
thereof that require such letter of credit.
(Confidential Material Omitted)
14. GE Purchase Contract. GECC confirms that the purchase price for each
Aircraft to be delivered under the GE Purchase Contract (with the specifications
set forth in Boeing Detail Specification Ref. (Confidential Material Omitted)
GECC agrees that it will not, in respect of any Aircraft that
is subject to this Agreement, further amend the price, specifications or other
terms of the GE Purchase Contract without ATA's written consent. GECC also
agrees that it will agree to reasonable change orders and amendments to the GE
Purchase Contract, with respect to any Aircraft that is subject to this
Agreement, that are requested by ATA and accepted by the Boeing Company.
15. Entire Agreement. This Agreement, as of the date hereof, constitutes
the entire agreement of the parties hereto with respect to the subject matter
hereof, and all prior understandings, written or oral (including without
limitation the letter of intent dated May 3, 2000 insofar as it relates to the
Aircraft), between the parties hereto with respect to such subject matter are
hereby superseded in their entireties.
16. Notices. All notices and other communications contemplated hereby shall
be in writing and shall be effective when delivered addressed to a party at its
address or facsimile number set forth under its signature hereto, or to such
other address or facsimile number as any such party shall specify.
17. Miscellaneous. This Agreement may be executed in any number of
counterparts, and each fully-executed counterpart of this Agreement shall be an
original and all of such counterparts together shall constitute one instrument.
Neither this Agreement nor any of the terms hereof may be amended, supplemented,
waived or modified orally, but only by an instrument in writing signed by the
party against which the enforcement of the amendment, supplement, waiver or
modification is sought. The parties intend that this Agreement shall be a
binding agreement with respect to matters set forth herein. The rights and
obligations of the parties hereto shall not be assignable, and any purported
assignment shall be voided.
18. Governing Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York applicable to contracts made
and to be performed wholly within such State.
IN WITNESS WHEREOF, the parties have executed and delivered
this Agreement as of the date first written above.
AMERICAN TRANS AIR, INC.
By: ____________________________
Name:
Title:
Address: 7337 West Washington Street
Indianapolis, IN 46231
Attention: Treasurer
Facsimile: 317-240-7091
GENERAL ELECTRIC CAPITAL CORPORATION
By: ____________________________
Name:
Title:
Address: 201 High Ridge Road
Stamford, CT 06927
Attention: Contracts Leader
Facsimile: 203-357-3201
Exhibit A
Leveraged Aircraft
Aircraft Under ATA Purchase Contract Month of Scheduled Delivery
(Confidential Material Omitted)
Exhibit B
Single-Investor Lease Aircraft
Aircraft Under ATA Purchase Contract Month of Scheduled Delivery
(Confidential Material Omitted)
Aircraft Under GE Purchase Contract
(Confidential Material Omitted)
Exhibit B-1
(Confidential Material Omitted)
Exhibit C
Leveraged Lease Documents
Attached are forms of the following Leveraged Documents:
1. Participation Agreement (including Annex A - Definitions)
2. Lease
3. Trust Agreement
4. Tax Indemnity Agreement
5. Guarantee
6. Purchase Agreement Assignment
7. Consent and Agreement
8. Mortgage and Equipment Notes
Exhibit D
Single-Investor Lease Documents
Attached are forms of the following Single Investor Lease
Documents:
1. Participation Agreement (including Annex A - Definitions)
2. Lease
3. Trust Agreement
4. Tax Indemnity Agreement
5. Guarantee
6. Purchase Agreement Assignment
7. Consent and Agreement
Exhibit E
Like Kind Exchange
The Owner Participant may elect, with respect to any of the Aircraft, to fund
its equity investment pursuant to a like kind exchange arranged by the Owner
Participant with a qualified intermediary. If such an election is made, the
following new ss. 10.3 will be added to the applicable Participation Agreement:
"10.3 Like Kind Exchange
Notwithstanding anything to the contrary contained in any
of the Operative Agreements, upon notice to Lessee, each of Owner
Trustee's and Owner Participant's rights (but not any of its
obligations other than the obligation to pay Owner Participant's
Commitment for the Aircraft) under this Agreement to acquire the
Aircraft may be assigned to [the Intermediary] in connection with
a like kind exchange under Section 1031 of the Code and pursuant
to the Like Kind Exchange Documents (as defined in Schedule 3 to
this Agreement). Notwithstanding the first sentence of this
Section 10.3, Owner Participant shall be responsible to make its
Commitment available in accordance with the provisions of this
Agreement if the Intermediary fails to make such Commitment
available, and any such assignment shall not release Owner
Participant or Owner Trustee from any of their respective
obligations hereunder or under any other Operative Agreement. Any
Lessor Lien attributable to the Intermediary shall be deemed
attributable to Owner Participant for purposes of the Operative
Agreements."
The Like Kind Exchange Documents will consist of the following:
1. Assignment and Acceptance Replacement Property Contract, dated the
Delivery Date, among Owner Participant, Owner Trustee and Intermediary.
2. Notice of Assignment to Qualified Intermediary of Certain Rights in
Participation Agreement and Purchase Agreement, dated the Delivery Date, from
Owner Participant and Owner Trustee, with acknowledgment of receipt by Lessee,
Manufacturer, Mortgagee and Loan Participant.
3. Direction of Title Transfer dated the Delivery Date from the
Intermediary and acknowledged and agreed by Lessee and Manufacturer.
4. Reassignment and Reacceptance Replacement Property Contract dated the
Delivery Date among the Intermediary, Owner Participant and Owner Trustee,
acknowledged by Lessee and Manufacturer.
The Owner Participant shall indemnify Lessee, on a net after-tax basis, against
any obligation, liability, loss or expense (including legal fees) of any kind
that Lessee pays or incurs as a result of any like-kind exchange described in
this Exhibit E, and such like-kind exchange shall be excluded from the indemnity
obligations of Lessee under the applicable transaction documents.
ATA shall not be required to adjust the timing of delivery of any Aircraft in
order to permit GECC to effect any such like-kind exchange.
Exhibit F
GE PURCHASE CONTRACT AIRCRAFT
The Purchase Agreement Assignment and the Consent and
Agreement, as set forth in Exhibit D, with respect to the SIL Aircraft
identified on Exhibit B as Aircraft under the GE Purchase Contract, shall be
modified to reflect the fact that GECC, rather than ATA, is the purchaser under
the GE Purchase Contract and will be the party assigning rights under that
contract to the Owner Trustee, and references thereto in the Participation
Agreement shall be modified accordingly.
Exhibit G
Pricing Assumptions
SIL Transactions
Leveraged ATA GE
Assumptions Transactions Purchase Contract Purchase Contract
1. Delivery Date (Confidential Material Omitted)
2. Lessor's Cost
($ million)
3. Transaction
Expenses
(% of Lessor's
Cost)
4. Basic Lease Term
5. Tax Rate
(Confidential Material
Omitted)
7. Foreign Source
Usage
8. Pricing Files
Exhibit H
Assumed Pricing
The Assumed Pricing consists of the following:
For the Leveraged Aircraft:
1. Basic Rent Payments:
As set forth in Exhibit H-1
2. Basic Rent Allocations:
As set forth in Exhibit H-2
(Confidential Material Omitted)
5. Termination Values:
As set forth in Exhibit H-5
6. Stipulated Loss Values:
Identical to Termination Values as set forth in Exhibit
H-5
7. EBO:
As set forth in Exhibit H-6
For the SIL Aircraft (GE Contract):
1. Basic Rent Payments:
As set forth in Exhibit H-7
2. Basic Rent Allocations:
As set forth in Exhibit H-8
3. Termination Values:
As set forth in Exhibit H-9
4. Stipulated Loss Values:
Identical to Termination Values as set forth in Exhibit
H-9
5. EBO:
As set forth in Exhibit H-10
For the SIL Aircraft (ATA Contract):
1. Basic Rent Payments:
As set forth in Exhibit H-11
2. Basic Rent Allocations:
As set forth in Exhibit H-12
3. Termination Values:
As set forth in Exhibit H-13
4. Stipulated Loss Values:
Identical to Termination Values as set forth in
Exhibit H-13
5. EBO:
As set forth in Exhibit H-14
Exhibit H-1
Rent Schedule in Percentages of Total Cost
Rental Date Total Rent
(Confidential Material Omitted)
Jun 15 2001
Jul 15 2001
Oct 15 2001
Jan 15 2002
Apr 15 2002
Jul 15 2002
Oct 15 2002
Jan 15 2003
Apr 15 2003
Jul 15 2003
Oct 15 2003
Jan 15 2004
Apr 15 2004
Jul 15 2004
Oct 15 2004
Jan 15 2005
Apr 15 2005
Jul 15 2005
Oct 15 2005
Jan 15 2006
Apr 15 2006
Jul 15 2006
Oct 15 2006
Jan 15 2007
Apr 15 2007
Jul 15 2007
Oct 15 2007
Jan 15 2008
Apr 15 2008
Jul 15 2008
Oct 15 2008
Jan 15 2009
Apr 15 2009
Jul 15 2009
Oct 15 2009
Jan 15 2010
Apr 15 2010
Jul 15 2010
Oct 15 2010
Jan 15 2011
Apr 15 2011
Jul 15 2011
Oct 15 2011
Jan 15 2012
Apr 15 2012
Jul 15 2012
Oct 15 2012
Jan 15 2013
Apr 15 2013
Jul 15 2013
Oct 15 2013
Jan 15 2014
Apr 15 2014
Jul 15 2014
Oct 15 2014
Jan 15 2015
Apr 15 2015
Jul 15 2015
Oct 15 2015
Jan 15 2016
Apr 15 2016
Jul 15 2016
Oct 15 2016
Jan 15 2017
Apr 15 2017
Jul 15 2017
Oct 15 2017
Jan 15 2018
Apr 15 2018
Jul 15 2018
Oct 15 2018
Jan 15 2019
Apr 15 2019
Jul 15 2019
Oct 15 2019
Jan 15 2020
Apr 15 2020
Jul 15 2020
Oct 15 2020
Jan 15 2021
Apr 15 2021
Jun 15 2021
Exhibit H-2
Allocation to Cash Rent Report
Allocation Year Allocation Cash Rent Cash Rent Date
2001 (Confidential Material Omitted) 15-Jul-01
15-Oct-01
2002 15-Oct-01
15-Jan-02
15-Apr-02
2003 15-Apr-02
15-Jul-02
15-Oct-02
15-Jan-03
2004 15-Jan-03
15-Apr-03
15-Jul-03
15-Oct-03
15-Jan-04
2005 15-Jan-04
15-Apr-04
15-Jul-04
15-Oct-04
2006 15-Jan-05
15-Apr-05
15-Jul-05
15-Oct-05
2007 15-Jan-06
15-Apr-06
15-Jul-06
15-Oct-06
2008 15-Jan-07
15-Apr-07
15-Jul-07
15-Oct-07
2009 15-Jan-08
15-Apr-08
15-Jul-08
15-Oct-08
2010 15-Jan-09
15-Apr-09
15-Jul-09
15-Oct-09
2011 15-Jan-10
15-Apr-10
15-Jul-10
15-Oct-10
2012 15-Jan-11
15-Apr-11
15-Jul-11
15-Oct-11
2013 15-Jan-12
15-Apr-12
15-Jul-12
15-Oct-12
2014 15-Jan-13
15-Apr-13
15-Jul-13
15-Oct-13
2015 15-Jan-14
15-Apr-14
15-Jul-14
15-Oct-14
2016 15-Jan-15
15-Apr-15
15-Jul-15
15-Oct-15
2017 15-Jan-16
15-Apr-16
15-Jul-16
15-Oct-16
2018 15-Jan-17
15-Apr-17
15-Jul-17
15-Oct-17
2019 15-Jan-18
15-Apr-18
15-Jul-18
15-Oct-18
2020 15-Jan-19
15-Apr-19
15-Jul-19
15-Oct-19
2021 15-Jan-20
15-Apr-20
15-Jul-20
15-Oct-20
15-Jan-21
15-Apr-21
Exhibit H-3
(Confidential Material Omitted)
Exhibt H-4
(Confidential Material Omitted
Exhibit H-5
Termination Values
Date TV Rent Adjustment Net TV
Jun 15 2001 (Confidential Material Omitted)
Jul 15 2001
Oct 15 2001
Jan 15 2002
Apr 15 2002
Jul 15 2002
Oct 15 2002
Jan 15 2003
Apr 15 2003
Jul 15 2003
Oct 15 2003
Jan 15 2004
Apr 15 2004
Jul 15 2004
Oct 15 2004
Jan 15 2005
Apr 15 2005
Jul 15 2005
Oct 15 2005
Jan 15 2006
Apr 15 2006
Jul 15 2006
Oct 15 2006
Jan 15 2007
Apr 15 2007
Jul 15 2007
Oct 15 2007
Jan 15 2008
Apr 15 2008
Jul 15 2008
Oct 15 2008
Jan 15 2009
Apr 15 2009
Jul 15 2009
Oct 15 2009
Jan 15 2010
Apr 15 2010
Jul 15 2010
Oct 15 2010
Jan 15 2011
Apr 15 2011
Jul 15 2011
Oct 15 2011
Jan 15 2012
Apr 15 2012
Jul 15 2012
Oct 15 2012
Jan 15 2013
Apr 15 2013
Jul 15 2013
Oct 15 2013
Jan 15 2014
Apr 15 2014
Jul 15 2014
Oct 15 2014
Jan 15 2015
Apr 15 2015
Jul 15 2015
Oct 15 2015
Jan 15 2016
Apr 15 2016
Jul 15 2016
Oct 15 2016
Jan 15 2017
Apr 15 2017
Jul 15 2017
Oct 15 2017
Jan 15 2018
Apr 15 2018
Jul 15 2018
Oct 15 2018
Jan 15 2019
Apr 15 2019
Jul 15 2019
Oct 15 2019
Jan 15 2020
Apr 15 2020
Jul 15 2020
Oct 15 2020
Jan 15 2021
Apr 15 2021
Jun 15 2021
Exhibit H-6
EBO Amount
EBO EBO Price Rent Adjustment EBO Amount*
Payment Date (Percentage of (Percentage of (Percentage of
Lessor's Cost) Lessor's Cost) Lessor's Cost)
(Confidential Material Omitted)
Exhibit H-7
Rent Schedule in Percentages of Total Cost
Rental Date Total Rent
Jun 15 2001 (Confidential Material Omitted)
Jul 15 2001
Oct 15 2001
Jan 15 2002
Apr 15 2002
Jul 15 2002
Oct 15 2002
Jan 15 2003
Apr 15 2003
Jul 15 2003
Oct 15 2003
Jan 15 2004
Apr 15 2004
Jul 15 2004
Oct 15 2004
Jan 15 2005
Apr 15 2005
Jul 15 2005
Oct 15 2005
Jan 15 2006
Apr 15 2006
Jul 15 2006
Oct 15 2006
Jan 15 2007
Apr 15 2007
Jul 15 2007
Oct 15 2007
Jan 15 2008
Apr 15 2008
Jul 15 2008
Oct 15 2008
Jan 15 2009
Apr 15 2009
Jul 15 2009
Oct 15 2009
Jan 15 2010
Apr 15 2010
Jul 15 2010
Oct 15 2010
Jan 15 2011
Apr 15 2011
Jul 15 2011
Oct 15 2011
Jan 15 2012
Apr 15 2012
Jul 15 2012
Oct 15 2012
Jan 15 2013
Apr 15 2013
Jul 15 2013
Oct 15 2013
Jan 15 2014
Apr 15 2014
Jul 15 2014
Oct 15 2014
Jan 15 2015
Apr 15 2015
Jul 15 2015
Oct 15 2015
Jan 15 2016
Apr 15 2016
Jul 15 2016
Oct 15 2016
Jan 15 2017
Apr 15 2017
Jul 15 2017
Oct 15 2017
Jan 15 2018
Apr 15 2018
Jul 15 2018
Oct 15 2018
Jan 15 2019
Apr 15 2019
Jul 15 2019
Oct 15 2019
Jan 15 2020
Apr 15 2020
Jul 15 2020
Oct 15 2020
Jan 15 2021
Apr 15 2021
Jun 15 2021
Exhibit H-8
Allocation to Cash Rent Report
Allocation Allocation Cash Rent Cash Rent Date
Year
(Confidential Material Omitted)
2001 15-Jul-01
15-Oct-01
2002 15-Oct-01
15-Jan-02
2003 15-Jan-02
15-Apr-02
15-Jul-02
15-Oct-02
15-Jan-03
2004 15-Jan-03
15-Apr-03
15-Jul-03
15-Oct-03
15-Jan-04
2005 15-Jan-04
15-Apr-04
15-Jul-04
15-Oct-04
15-Jan-05
2006 15-Jan-05
15-Apr-05
15-Jul-05
15-Oct-05
15-Jan-06
2007 15-Jan-06
15-Apr-06
15-Jul-06
15-Oct-06
2008 15-Jan-07
15-Apr-07
15-Jul-07
15-Oct-07
2009 15-Jan-08
15-Apr-08
15-Jul-08
15-Oct-08
2010 15-Jan-09
15-Apr-09
15-Jul-09
15-Oct-09
2011 15-Jan-10
15-Apr-10
15-Jul-10
15-Oct-10
2012 15-Jan-11
15-Apr-11
15-Jul-11
15-Oct-11
2013 15-Jan-12
15-Apr-12
15-Jul-12
15-Oct-12
2014 15-Jan-13
15-Apr-13
15-Jul-13
15-Oct-13
2015 15-Jan-14
15-Apr-14
15-Jul-14
15-Oct-14
2016 15-Jan-15
15-Apr-15
15-Jul-15
15-Oct-15
2017 15-Jan-16
15-Apr-16
15-Jul-16
15-Oct-16
2018 15-Jan-17
15-Apr-17
15-Jul-17
15-Oct-17
2019 15-Jan-18
15-Apr-18
15-Jul-18
15-Oct-18
2020 15-Jan-19
15-Apr-19
15-Jul-19
15-Oct-19
2021 15-Jan-20
15-Apr-20
15-Jul-20
15-Oct-20
15-Jan-21
15-Apr-21
Exhibit 9
Termination Values
Date TV Rent Adjustment Net TV
Jun 15 2001 (Confidential Material Omitted)
Jul 15 2001
Oct 15 2001
Jan 15 2002
Apr 15 2002
Jul 15 2002
Oct 15 2002
Jan 15 2003
Apr 15 2003
Jul 15 2003
Oct 15 2003
Jan 15 2004
Apr 15 2004
Jul 15 2004
Oct 15 2004
Jan 15 2005
Apr 15 2005
Jul 15 2005
Oct 15 2005
Jan 15 2006
Apr 15 2006
Jul 15 2006
Oct 15 2006
Jan 15 2007
Apr 15 2007
Jul 15 2007
Oct 15 2007
Jan 15 2008
Apr 15 2008
Jul 15 2008
Oct 15 2008
Jan 15 2009
Apr 15 2009
Jul 15 2009
Oct 15 2009
Jan 15 2010
Apr 15 2010
Jul 15 2010
Oct 15 2010
Jan 15 2011
Apr 15 2011
Jul 15 2011
Oct 15 2011
Jan 15 2012
Apr 15 2012
Jul 15 2012
Oct 15 2012
Jan 15 2013
Apr 15 2013
Jul 15 2013
Oct 15 2013
Jan 15 2014
Apr 15 2014
Jul 15 2014
Oct 15 2014
Jan 15 2015
Apr 15 2015
Jul 15 2015
Oct 15 2015
Jan 15 2016
Apr 15 2016
Jul 15 2016
Oct 15 2016
Jan 15 2017
Apr 15 2017
Jul 15 2017
Oct 15 2017
Jan 15 2018
Apr 15 2018
Jul 15 2018
Oct 15 2018
Jan 15 2019
Apr 15 2019
Jul 15 2019
Oct 15 2019
Jan 15 2020
Apr 15 2020
Jul 15 2020
Oct 15 2020
Jan 15 2021
Apr 15 2021
Jun 15 2021
Exhibit H-10
EBO Amount
EBO EBO Price Rent Adjustment EBO Amount*
Payment Date (Percentage of (Percentage of (Percentage of
Lessor's Cost) Lessor's Cost) Lessor's Cost)
(Confidential Material Omitted)
Exhibit H-11
Rent Schedule in Percentages of Total Cost
Rental Date Total Rent
Jun 15 2001 (Confidential Material Omitted)
Jul 15 2001
Oct 15 2001
Jan 15 2002
Apr 15 2002
Jul 15 2002
Oct 15 2002
Jan 15 2003
Apr 15 2003
Jul 15 2003
Oct 15 2003
Jan 15 2004
Apr 15 2004
Jul 15 2004
Oct 15 2004
Jan 15 2005
Apr 15 2005
Jul 15 2005
Oct 15 2005
Jan 15 2006
Apr 15 2006
Jul 15 2006
Oct 15 2006
Jan 15 2007
Apr 15 2007
Jul 15 2007
Oct 15 2007
Jan 15 2008
Apr 15 2008
Jul 15 2008
Oct 15 2008
Jan 15 2009
Apr 15 2009
Jul 15 2009
Oct 15 2009
Jan 15 2010
Apr 15 2010
Jul 15 2010
Oct 15 2010
Jan 15 2011
Apr 15 2011
Jul 15 2011
Oct 15 2011
Jan 15 2012
Apr 15 2012
Jul 15 2012
Oct 15 2012
Jan 15 2013
Apr 15 2013
Jul 15 2013
Oct 15 2013
Jan 15 2014
Apr 15 2014
Jul 15 2014
Oct 15 2014
Jan 15 2015
Apr 15 2015
Jul 15 2015
Oct 15 2015
Jan 15 2016
Apr 15 2016
Jul 15 2016
Oct 15 2016
Jan 15 2017
Apr 15 2017
Jul 15 2017
Oct 15 2017
Jan 15 2018
Apr 15 2018
Jul 15 2018
Oct 15 2018
Jan 15 2019
Apr 15 2019
Jul 15 2019
Oct 15 2019
Jan 15 2020
Apr 15 2020
Jul 15 2020
Oct 15 2020
Jan 15 2021
Apr 15 2021
Jun 15 2021
Exhibit H-12
Allocation to Cash Rent Report
Allocation Year Allocation Cash Rent Cash Rent Date
(Confidential Material Omitted)
2001 15-Jul-01
15-Oct-01
2002 15-Oct-01
15-Jan-02
2003 15-Jan-02
15-Apr-02
15-Jul-02
15-Oct-02
15-Jan-03
2004 15-Jan-03
15-Apr-03
15-Jul-03
15-Oct-03
15-Jan-04
2005 15-Jan-04
15-Apr-04
15-Jul-04
15-Oct-04
15-Jan-05
2006 15-Jan-05
15-Apr-05
15-Jul-05
15-Oct-05
) 15-Jan-06
2007 15-Jan-06
15-Apr-06
15-Jul-06
15-Oct-06
2008 15-Jan-07
15-Apr-07
15-Jul-07
15-Oct-07
2009 15-Jan-08
15-Apr-08
15-Jul-08
15-Oct-08
2010 15-Jan-09
15-Apr-09
15-Jul-09
15-Oct-09
2011 15-Jan-10
15-Apr-10
15-Jul-10
15-Oct-10
2012 15-Jan-11
15-Apr-11
15-Jul-11
15-Oct-11
2013 15-Jan-12
15-Apr-12
15-Jul-12
15-Oct-12
2014 15-Jan-13
15-Apr-13
15-Jul-13
15-Oct-13
2015 15-Jan-14
15-Apr-14
15-Jul-14
15-Oct-14
2016 15-Jan-15
15-Apr-15
15-Jul-15
15-Oct-15
2017 15-Jan-16
15-Apr-16
15-Jul-16
15-Oct-16
2018 15-Jan-17
15-Apr-17
15-Jul-17
15-Oct-17
2019 15-Jan-18
15-Apr-18
15-Jul-18
15-Oct-18
2020 15-Jan-19
15-Apr-19
15-Jul-19
15-Oct-19
2021 15-Jan-20
15-Apr-20
15-Jul-20
15-Oct-20
15-Jan-21
15-Apr-21
Exhibit H-13
Termination Values
Date TV Rent Adjustment Net TV
Jun 15 2001 (Confidential Material Omitted)
Jul 15 2001
Oct 15 2001
Jan 15 2002
Apr 15 2002
Jul 15 2002
Oct 15 2002
Jan 15 2003
Apr 15 2003
Jul 15 2003
Oct 15 2003
Jan 15 2004
Apr 15 2004
Jul 15 2004
Oct 15 2004
Jan 15 2005
Apr 15 2005
Jul 15 2005
Oct 15 2005
Jan 15 2006
Apr 15 2006
Jul 15 2006
Oct 15 2006
Jan 15 2007
Apr 15 2007
Jul 15 2007
Oct 15 2007
Jan 15 2008
Apr 15 2008
Jul 15 2008
Oct 15 2008
Jan 15 2009
Apr 15 2009
Jul 15 2009
Oct 15 2009
Jan 15 2010
Apr 15 2010
Jul 15 2010
Oct 15 2010
Jan 15 2011
Apr 15 2011
Jul 15 2011
Oct 15 2011
Jan 15 2012
Apr 15 2012
Jul 15 2012
Oct 15 2012
Jan 15 2013
Apr 15 2013
Jul 15 2013
Oct 15 2013
Jan 15 2014
Apr 15 2014
Jul 15 2014
Oct 15 2014
Jan 15 2015
Apr 15 2015
Jul 15 2015
Oct 15 2015
Jan 15 2016
Apr 15 2016
Jul 15 2016
Oct 15 2016
Jan 15 2017
Apr 15 2017
Jul 15 2017
Oct 15 2017
Jan 15 2018
Apr 15 2018
Jul 15 2018
Oct 15 2018
Jan 15 2019
Apr 15 2019
Jul 15 2019
Oct 15 2019
Jan 15 2020
Apr 15 2020
Jul 15 2020
Oct 15 2020
Jan 15 2021
Apr 15 2021
Jun 15 2021
Exhibit H-14
EBO Amount
EBO EBO Price Rent Adjustment EBO Amount*
Payment Date (Percentage of (Percentage of (Percentage of
Lessor's Cost) Lessor's Cost) Lessor's Cost)
(Confidential Material Omitted)