Exhibit 4.37
LEASE SUPPLEMENT AND ACCEPTANCE CERTIFICATE NO. 1
(Steelcase Trust No. 2000-1)
LEASE SUPPLEMENT AND ACCEPTANCE CERTIFICATE NO. 1 (Steelcase Trust No.
2000-1) dated as of May 26, 2000 (as amended, modified, supplemented, restated
and/or replaced from time to time, the "Lease Supplement") between FIRST
SECURITY BANK, NATIONAL ASSOCIATION, not in its individual capacity except as
expressly provided herein, but solely as Certificate Trustee under Steelcase
Trust No. 2000-1 (together with its successors and assigns permitted hereunder,
the "Lessor"), and Steelcase Inc., a Michigan corporation (together with its
successors and assigns permitted under the Lease referred to below, the
"Lessee");
W I T N E S S E T H:
Lessor and Lessee have heretofore entered into that certain Master
Aircraft Lease Agreement (Steelcase Trust No. 2000-1) dated as of May 26, 2000
(as amended, modified, supplemented, restated and/or replaced from time to time,
the "Lease"). The Lease provides for the execution and delivery of a Lease
Supplement substantially in the form hereof for the purpose of confirming the
acceptance and lease of the Aircraft under the Lease as and when delivered by
Lessor to Lessee in accordance with the terms thereof. Unless otherwise defined
herein, capitalized terms used herein shall have the meanings specified in or by
reference in, the Lease. For purposes of this Lease Supplement, "Aircraft" shall
refer to the Aircraft identified on Schedule 1 attached hereto.
NOW, THEREFORE, in consideration of the premises and other good and
sufficient consideration, Lessor and Lessee hereby agree as follows:
1. Lessee hereby acknowledges and confirms Section 5 of the
Lease, with respect to the Aircraft.
2. Lessor hereby confirms delivery and lease to Lessee, and
Lessee hereby confirms acceptance and lease from Lessor, under the Lease as
hereby supplemented, the Aircraft.
3. Lessee hereby represents and warrants that to the best of its
knowledge no Event of Loss has occurred with respect to the Aircraft set forth
on Schedule 1 hereto as of the date hereof.
4. The Equipment Cost of the Aircraft leased hereunder is set
forth in Schedule 1 herein.
5. The Base Term Commencement Date for the Aircraft is May 26,
2000. The Base Term Expiration Date for the Aircraft is May 26, 2003. The Fixed
Basic Rent for the Aircraft is set forth in Schedule 2 attached hereto.
6. The Sale Recourse Amount, for the Aircraft subject to this
Lease Supplement is an amount equal to the Equipment Cost for such Aircraft
multiplied by 80.29% on the Base Term Expiration Date; 79.64%, on last day of
the first Renewal Term, if any; and 78.59% on the last day of the second Renewal
Term, if any.
7. The Delivery Date for the Aircraft subject to this Lease
Supplement is the date hereof.
8. All of the terms and provisions of the Lease are hereby
incorporated by reference into this Lease Supplement and Lessee hereby confirms
its agreement, in accordance with the Lease as supplemented by this Lease
Supplement, to pay Rent to Lessor or such other Person, as appropriate, as
provided for in the Lease.
9. Any and all notices, requests, certificates and other
instruments executed and delivered after the execution and delivery of this
Lease Supplement may refer to the "Master Aircraft Lease Agreement, dated as of
May 26, 2000", the "Lease Agreement, dated as of May 26, 2000," or the "Lease,
dated as of May 26, 2000," or may identify the Lease in any other respect
without making specific reference to this Lease Supplement, but nevertheless all
such references shall be deemed to include this Lease Supplement, unless the
context shall otherwise require.
10. This Lease Supplement shall be construed in connection with
and as part of the Lease, and all terms, conditions and covenants contained in
the Lease (a) are hereby incorporated herein by reference as though restated in
their entirety and (b) shall be and remain in full force and effect.
11. This Lease Supplement may be executed in any number of
counterparts, each executed counterpart constituting an original but all
together one and the same instrument.
12. This Lease Supplement shall in all respects, including without
limitation all matters of construction, validity and performance, be governed by
and construed in accordance with the internal laws of the State of New York
without regard to conflict of laws principles of such state (except Title 14 of
Article 5 of the New York General Obligations Laws).
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IN WITNESS WHEREOF, Lessor and Lessee have caused this Lease Supplement
No. 1 to be duly executed and delivered by their respective officers as of the
day and year first above written.
LESSOR:
FIRST SECURITY BANK, NATIONAL
ASSOCIATION, not in its individual
capacity except as expressly provided
herein, but solely as Certificate Trustee
under Steelcase Trust No. 2000-1
By: /s/ Val T. Orton
-------------------------------------
Name: Val T. Orton
Title: Vice President
LESSEE:
STEELCASE INC.,
By: /s/ Alwyn Rougier-Chapman
-------------------------------------
Name: Alwyn Rougier-Chapman
Title: Sr. VP - Finance and CFO
*Receipt of the original counterpart of the foregoing Lease Supplement
is hereby acknowledged on this 26th day of May, 2000.
FIRST SECURITY TRUST COMPANY OF NEVADA,
as Administrative Agent
By: /s/ Val T. Orton
-------------------------------------
Name: Val T. Orton
Title: Trust Officer
- ------------------
* This acknowledgment is executed in the original counterpart only.
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Schedule 1 to
Lease Supplement No. 1
(Steelcase Trust No. 2000-1)
Description of the Aircraft/Equipment Cost
One 1996 Dassault Aviation Falcon 2000 aircraft bearing manufacturer's serial
number 24 and U.S. Registration No. N376SC with two (2) CFE Model 738-1-1B
engines installed thereon, bearing manufacturer's serial numbers P105163 and
P105160, respectively.
Equipment Cost: $19,000,000.00
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Schedule 2 to
Lease Supplement No. 1
(Steelcase Trust No. 2000-1)
Fixed Basic Rent Schedule
Lease
Year Rent Number Fixed Basic Rent Balance
- ---- ----------- ---------------- -----------
1 1 $19,792 $18,980,208
2 $19,792 $18,960,417
3 $19,792 $18,940,625
4 $19,792 $18,920,833
5 $19,792 $18,901,042
6 $19,792 $18,881,250
7 $19,792 $18,861,458
8 $19,792 $18,841,667
9 $19,792 $18,821,875
10 $19,792 $18,802,083
11 $19,792 $18,782,292
12 $19,792 $18,762,500
2 13 $19,792 $18,742,708
14 $19,792 $18,722,917
15 $19,792 $18,703,125
16 $19,792 $18,683,333
17 $19,792 $18,663,542
18 $19,792 $18,643,750
19 $19,792 $18,623,958
20 $19,792 $18,604,167
21 $19,792 $18,584,375
22 $19,792 $18,564,583
23 $19,792 $18,544,792
24 $19,792 $18,525,000
3 25 $19,792 $18,505,208
26 $19,792 $18,485,417
27 $19,792 $18,465,625
28 $19,792 $18,445,833
29 $19,792 $18,426,042
30 $19,792 $18,406,250
31 $19,792 $18,386,458
32 $19,792 $18,366,667
33 $19,792 $18,346,875
34 $19,792 $18,327,083
35 $19,792 $18,307,292
36 $19,792 $18,287,500
4 37 $19,792 $18,267,708
Schedule II-1
Lease
Year Rent Number Fixed Basic Rent Balance
- ---- ----------- ---------------- -----------
38 $19,792 $18,247,917
39 $19,792 $18,228,125
40 $19,792 $18,208,333
41 $19,792 $18,188,542
42 $19,792 $18,168,750
43 $19,792 $18,148,958
44 $19,792 $18,129,167
45 $19,792 $18,109,375
46 $19,792 $18,089,583
47 $19,792 $18,069,792
48 $19,792 $18,050,000
5 49 $19,792 $18,030,208
50 $19,792 $18,010,417
51 $19,792 $17,990,625
52 $19,792 $17,970,833
53 $19,792 $17,951,042
54 $19,792 $17,931,250
55 $19,792 $17,911,458
56 $19,792 $17,891,667
57 $19,792 $17,871,875
58 $19,792 $17,852,083
59 $19,792 $17,832,292
60 $17,832,292 $17,812,500
Schedule II-2