EXHIBIT 10.57
LEASE SUPPLEMENT NUMBER TWO
THIS LEASE SUPPLEMENT NUMBER TWO (the "Lease Supplement"),
dated October 9, 2002, among WACHOVIA BANK, NATIONAL ASSOCIATION, as successor
to FIRST UNION NATIONAL BANK, not in its individual capacity but solely as
Trustee ("Lessor"), AIRLEASE LTD., a California limited partnership ("Owner
Participant") and CSI AVIATION SERVICES, INC., a New Mexico corporation
("Lessee"; and together with Lessor and Owner Participant, the "Parties").
W I T N E S S E T H
WHEREAS, the Parties have heretofore entered into those two
certain Aircraft Lease Agreements, each dated as of November 21, 2001 and
pertaining to two McDonnell Douglas DC-9 Series 82 aircraft with respective
registration numbers N806US and N807US and respective manufacturer's serial
numbers 48038 and 48039 (each, as amended, modified or supplemented prior to the
date hereof, herein called a "Lease" and collectively the "Leases" and the terms
defined therein being herein used with the same meanings unless otherwise
defined herein); and
WHEREAS, the Parties desire to amend the Leases as set forth
herein;
NOW, THEREFORE, in consideration of the premises and other
good and sufficient consideration, the Parties hereby agree as follows:
1. Clause (b) of Section 3.1 in each Lease shall be deleted
and replaced with the following text:
Lessee shall have the right to terminate the leasing
of the Aircraft under this Lease on any date on or
after March 1, 2003 and the date on which the USMS
Agreement is terminated by delivering to Lessor and
Owner Participant not later than 30 days before such
date a written notice specifying that the leasing of
the Aircraft is to terminate on such date pursuant to
this Section 3.1(b).
2. Clause (c) of Section 3.1 in each Lease shall be deleted
and replaced with the following text:
Lessor and/or Owner Participant shall have the right
to terminate the leasing of the Aircraft under this
Lease on any date on or after March 1, 2003 by
delivering to Lessee not later than 30 days before
such date a written notice specifying that the
leasing of the Aircraft is to terminate on such date
pursuant to this Section 3.1(c).
3. The definition of "Basic Rent Amount" in Schedule 2 of each
Lease shall be amended to read as set forth on Schedule 1 hereto.
4. Lessee hereby makes the following representations and
warranties:
(a) Lessee is a corporation duly organized and validly
existing in good standing under the laws of the State of New Mexico and has the
corporate power and authority to carry on its business as presently conducted
and to perform its obligations under the Leases and this Lease Supplement and
the other Lessee Documents and is duly qualified to do business as a foreign
corporation in each jurisdiction in which the nature of its business makes such
qualification necessary;
(b) this Lease Supplement has been duly authorized by all
necessary corporate action on the part of Lessee, does not require any approval
of the stockholders of Lessee or any trustee or any holder of any indebtedness
of Lessee, and neither the execution and delivery hereof nor the consummation of
the transactions contemplated hereby nor compliance by Lessee with any of the
terms and provisions hereof will contravene its organizational documents or any
law or governmental rule or regulation applicable to Lessee or result in any
breach of, or constitute any default under, or result in the creation of any
Lien upon any property of Lessee under any indenture, mortgage, credit agreement
or other agreement or instrument to which Lessee is a party or by which Lessee
or its properties or assets may be bound;
(c) this Lease Supplement has been, and upon execution and
delivery of such Lease Supplement will be, duly executed and delivered by Lessee
and constitutes or will constitute the legal, valid, and binding obligations of
Lessee, enforceable in accordance with its terms; and
(d) no Lease Event of Default or Lease Default has occurred
and is continuing under either Lease.
5. Lessor hereby makes the following representations and
warranties:
(a) Trust Company is a national banking association duly
organized and validly existing under the laws of the United States of America,
and this Lease Supplement has been executed by an officer of Trust Company who
is duly authorized to do so in accordance with the terms of the Trust Agreement.
(b) The Trust Agreement is in full force and effect and Lessor
is duly and properly authorized to execute and deliver this Lease under the
Trust Agreement.
(c) This Lease Supplement has been, and upon execution and
delivery of such Lease Supplement will be, duly executed and delivered by Lessor
and constitutes or will constitute the legal, valid, and binding obligations of
Lessor, enforceable in accordance with its terms.
6. Sections 16 and 20 of each Lease are hereby incorporated by
reference in this Lease Supplement mutatis mutandis, on and as of the date of
this Lease Supplement, to the same extent as if fully set forth herein.
7. Save as expressly amended herein, the Leases as amended
hereby shall continue to be, and shall remain, in full force and effect in
accordance with their terms.
* * *
IN WITNESS WHEREOF, the Parties have caused this Lease
Supplement to be duly executed and delivered as of the date and year first above
written.
WACHOVIA BANK, NATIONAL ASSOCIATION,
as successor to First Union
National Bank, not in its
individual capacity, but solely
as Trustee, as Lessor
By: /s/ ANITA M. ROSELI
____________________________
Name: Anita M. Roseli
Title: Trust Officer
AIRLEASE, LTD.
as Owner Participant
By: /s/ DAVID B. GEBLER
____________________________
Name: David B. Gebler
Title: President
CSI AVIATION SERVICES, INC.
as Lessee
By: /s/ ALLEN E. WEH
____________________________
Name: Allen E. Weh
Title: President
- Signature Page -
[Lease Supplement No. 2]
SCHEDULE 1
"Basic Rent Amount" means $125,000 on each Rent Payment Date before September
10, 2002, $108,500 on September 10, 2002 and $70,000 on each Rent Payment Date
after September 10, 2002.
* * *
SCHEDULE 1