Lease Supplement and Acceptance Certificate No. 2
EX-4.38 4 k84627exv4w38.txt LEASE SUPPLEMENT AND ACCEPTANCE CERTIFICATE NO. 2 Exhibit 4.38 LEASE SUPPLEMENT AND ACCEPTANCE CERTIFICATE NO. 2 (Steelcase Trust No. 2000-1) LEASE SUPPLEMENT AND ACCEPTANCE CERTIFICATE NO. 2 (Steelcase Trust No. 2000-1) dated as of August 23, 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"), a counterpart of which was recorded by the FAA on July 17, 2000 and assigned conveyance number H099653. 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 August 23, 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 78.39% on the Base Term Expiration Date; 77.17%, on last day of the first Renewal Term, if any; and 75.35% 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). [The remainder of this page is intentionally left blank] 2 IN WITNESS WHEREOF, Lessor and Lessee have caused this Lease Supplement No. 2 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/ Gary P. Malburg ------------------------------------- Name: Gary P. Malburg Title: VP - Finance and Treasurer *Receipt of the original counterpart of the foregoing Lease Supplement is hereby acknowledged on this 23rd day of August, 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. 3 Schedule 1 to Lease Supplement No. 2 (Steelcase Trust No. 2000-1) Description of the Aircraft/Equipment Cost One Dassault Aviation Falcon 900EX aircraft bearing manufacturer's serial number 66 and U.S. Registration No. N377SC with three (3) AlliedSignal Model TFE 731-60 engines installed thereon, bearing manufacturer's serial numbers P112311, P112312 and P112313, respectively, and all logs, manuals and data, and inspection, maintenance, modification and overhaul records as are required to be maintained with respect to such Aircraft pursuant to Section 8 of the Lease. Equipment Cost: $32,308,650.00 4 Schedule 2 to Lease Supplement No. 2 (Steelcase Trust No. 2000-1) Fixed Basic Rent Schedule Lease Rent Number Principal Balance - ----------- --------- ---------- 1 0 32,308,650 2 58,046 32,250,604 3 58,046 32,192,557 4 58,046 32,134,511 5 58,046 32,076,464 6 58,046 32,018,418 7 58,046 31,960,371 8 58,046 31,902,325 9 58,046 31,844,278 10 58,046 31,786,232 11 58,046 31,728,185 12 58,046 31,670,139 13 58,046 31,612,092 14 58,046 31,554,046 15 58,046 31,495,999 16 58,046 31,437,953 17 58,046 31,379,906 18 58,046 31,321,860 19 58,046 31,263,813 20 58,046 31,205,767 21 58,046 31,147,720 22 58,046 31,089,674 23 58,046 31,031,627 24 58,046 30,973,581 25 58,046 30,915,534 26 58,046 30,857,488 27 58,046 30,799,441 28 58,046 30,741,395 29 58,046 30,683,348 30 58,046 30,625,302 31 58,046 30,567,255 32 58,046 30,509,209 33 58,046 30,451,162 34 58,046 30,393,116 35 58,046 30,335,069 36 58,046 30,277,023 37 58,046 30,218,976
Schedule II-1 Lease Rent Number Principal Balance - ----------- --------- ---------- 38 58,046 30,160,930 39 58,046 30,102,883 40 58,046 30,044,837 41 58,046 29,986,790 42 58,046 29,928,744 43 58,046 29,870,697 44 58,046 29,812,651 45 58,046 29,754,604 46 58,046 29,696,558 47 58,046 29,638,511 48 58,046 29,580,465 49 58,046 29,522,418 50 58,046 29,464,372 51 58,046 29,406,325 52 58,046 29,348,279 53 58,046 29,290,232 54 58,046 29,232,186 55 58,046 29,174,140 56 58,046 29,116,093 57 58,046 29,058,047 58 29,058,047 0
Schedule II-2
