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Frontier Airlines - Aircraft Sublease Agreement
AIRCRAFT SUBLEASE AGREEMENT
between
INDIGO AVIATION AB (publ)
as Sublessor
and
FRONTIER AIRLINES, INC.
as Sublessee
Dated as of October 11th, 1999
Aircraft Make and Model: One Boeing 737-3L9
Aircraft Manufacturer's Serial Number: 26442
Aircraft Registration Mark: N313FL
Engines Make and Model: CFM International CFM56-3B2
Engine Serial Numbers: 856183 and 857192
To the extent, if any, that this Agreement constitutes chattel paper under the Uniform Commercial Code in any jurisdiction, no security interest in this Agreement may be created through the transfer and possession of any counterpart other than the original counterparts of this Agreement, so identified by the signature of Lender on the receipt set forth on the signature page of such original counterpart.
(Portions of this exhibit have been excluded from the publicly available document and an application for an order granting confidential treatment of the excluded material has been made. These items are maked with (*).)
TABLE OF CONTENTS
1. DEFINITIONS; CONSTRUCTION.............................................1
1.1 Definitions..................................................1
1.2 Construction................................................10 2. REPRESENTATIONS AND WARRANTIES.......................................12
2.1 Sublessee's Representations and Warranties..................12
2.2 Sublessor's Representations and Warranties..................14
2.3 Survival of Representations and Warranties..................15 3. CONDITIONS PRECEDENT.................................................16
3.1 Sublessor's Conditions Precedent............................16
3.2 Waiver......................................................17
3.3 Sublessee's Conditions Precedent............................17
3.4 Waiver......................................................18 4. DELIVERY CONDITION AND INSPECTION OF AIRCRAFT........................18
4.1 Sublessee Selection of Aircraft.............................18
4.2 Condition at Delivery.......................................18
4.3 Sublessee Inspection and Acceptance Flight..................18
4.4 Delivery of Aircraft to Sublessee...........................18
4.5 Sublessee's Failure to take Delivery........................19 5. SUBLEASE TERM........................................................19
5.1 Sublease Term...............................................19
5.2 Expiry Date.................................................19
5.3 Survival of Certain Sublessee Obligations...................20
5.4 Risk........................................................20 6. DELIVERY 20
6.1 Location and Time of Delivery...............................20
6.2 Delay or Failure in Delivery................................20 7. RENT 21
7.1 Basic Rent Period...........................................21
7.2 Time of Payment of Basic Rent...............................21
7.3 Amount of Basic Rent........................................21
7.4 Maintenance Reserves........................................21
7.5 Supplemental Rent for Excess Cycles.........................22 8. SECURITY DEPOSIT.....................................................22
8.1 Security Deposit............................................22
8.2 Letter of Credit............................................22
8.3 Sublessor's Rights..........................................22 9. MAINTENANCE RESERVES.................................................23
9.1 Amount......................................................23
9.2 Payments....................................................23
9.3 Adjustment..................................................23
9.4 Release of Maintenance Reserves.............................23
9.5 Costs in Excess of Maintenance Reserves.....................24
9.6 Reimbursement after ExpiryDate..............................25 10. PAYMENTS 25
10.1 Account for Sublessee Payments..............................25
10.2 Default Interest............................................25
10.3 Absolute Obligations........................................26
10.4 Application of Payments to Sublessor........................26
10.5 Currency Indemnity..........................................26
10.6 Set-Off.....................................................27
10.7 Time for Payments...........................................27 11. SUBLESSOR'S COVENANTS................................................27
11.1 Quiet Enjoyment.............................................27
11.2 Sublessor Obligations Following Expiry Date.................27 12. SUBLESSEE'S COVENANTS................................................28
12.1 Duration....................................................28
12.2 Information.................................................28
12.3 Sublessor Visits............................................30
12.4 Periodic Estoppel Certificates..............................30
12.5 Airport and Navigation Charges..............................30
12.6 Operation of Aircraft.......................................31
12.7 Areas of Operation..........................................31
12.8 Non-Prejudicial Action......................................31
12.9 Non-Representation of Sublessor.............................32
12.10 Inspection..................................................32
12.11 Registration................................................32
12.12 Name Plates.................................................33
12.13 Geneva Convention...........................................33
12.14 Merger and Shareholding.....................................33
12.15 Ownership...................................................34
12.16 Maintenance of Principal Business Place.....................34
12.17 Maintenance of Flight Records...............................34 13. POSSESSION...........................................................35
13.1 No Relinquishment of Possession.............................35
13.2 Copy of Sublease............................................37
13.3 Sublessee Primarily Liable..................................37
13.4 Recognition of Rights.......................................38 14. SECURITY INTERESTS...................................................38
14.1 Title.......................................................38
14.2 No Security Interests.......................................38
14.3 Base of Aircraft............................................38
14.4 Notice to Sublessor.........................................38
14.5 Procure Release.............................................39 15. MAINTENANCE AND REPAIR...............................................39
15.1 General Obligations.........................................39
15.2 Specific Obligations........................................40 16. REPLACEMENT OF PARTS.................................................41
16.1 Replacement of Parts........................................41
16.2 Title to Replacement Parts..................................41
16.3 Pooling of Parts............................................42
16.4 Alterations.................................................42
16.5 Removal of Parts............................................43
16.6 Substitution of Engine......................................43
16.7 Temporary Removal of parts..................................44
16.8 Parts Incapable of Transfer.................................45 17. MANUFACTURER'S WARRANTIES............................................45
17.1 Authorization...............................................45
17.2 Proceeds....................................................45
17.3 Agreements with Manufacturers...............................46
17.4 No Operation Contrary to Warranties.........................46 18. DISCLAIMERS..........................................................46
18.1 General.....................................................46
18.2 AS IS, WHERE IS.............................................47
18.3 Waiver of Warranty of Description...........................47
18.4 No Liability Under UCC......................................48
18.5 Sublessee Acknowledgment....................................48
18.6 Sublessee Waiver............................................48
18.7 Sublessee Examination of Aircraft...........................48
18.8 No Sublessor Liability for Losses...........................48
18.9 Exclusion...................................................49
18.10 Waiver......................................................49
18.11 No Waiver...................................................49
18.12 Confirmation................................................49 19. INDEMNITIES..........................................................50
19.1 General Indemnity...........................................50
19.2 Exception to General Indemnity..............................50
19.3 Time of Payment.............................................51
19.4 Survival of General Indemnity...............................51
19.5 Notice to Sublessee.........................................51 20. TAXATION 51
20.1 Gross-up....................................................51
20.2 Tax Indemnity...............................................52
20.3 Value Added Taxes...........................................53
20.4 Taxation of Indemnity Payments..............................53
20.5 Benefit of Indemnities......................................53
20.6 Sublessor Indemnification...................................53
20.7 Survival of Tax Indemnities.................................54
20.8 Mitigation and Co-operation.................................54
20.9 Furnishing Forms............................................54 21. INSURANCE............................................................54
21.1 Insurances..................................................54
21.2 Reinsurance.................................................55
21.3 Requirements................................................55
21.4 Insurance Covenants.........................................55
21.5 Renewal of Insurances.......................................56
21.6 Failure to Insure...........................................57
21.7 Continuation of Insurances..................................57
21.8 Application of Insurance Proceeds...........................58
21.9 Pursuit of Claims...........................................58 22. TOTAL LOSS AND REQUISITION...........................................58
22.1 Total Loss Prior to Delivery................................58
22.2 Total Loss After Delivery...................................58
22.3 Total Loss of Engines.......................................59
22.4 Requisition.................................................60 23. REDELIVERY...........................................................61
23.1 Redelivery of Aircraft......................................61
23.2 Final Inspection............................................61
23.3 Discrepancies...............................................62
23.4 Non-compliance..............................................62
23.5 Acknowledgment..............................................63
23.6 Storage.....................................................63 24. EVENTS OF DEFAULT....................................................63
24.1 Notice......................................................63
24.2 Events......................................................63
24.3 Sublessor's Rights..........................................66
24.4 Default Payments............................................67
24.5 Cumulative Rights...........................................68 25. ASSIGNMENT AND TRANSFER..............................................68
25.1 By Sublessee................................................68
25.2 By Sublessor................................................68
25.3 Assignment to Lender........................................69
25.4 Sublessee Co-operation......................................69
25.5 Sublessor Includes Sublessor's Assignee and Lender..........69 26. MISCELLANEOUS PROVISIONS.............................................70
26.1 Rights Cumulative, Waivers..................................70
26.2 Delegation..................................................70
26.3 Expenses....................................................70
26.4 Time of Essence.............................................71
26.5 Entire Agreement............................................71
26.6 Further Assurances..........................................71
26.7 Language....................................................71
26.8 Variation...................................................71
26.9 Invalidity of Any Provision.................................71
26.10 Survival....................................................71
26.11 Reimbursement...............................................72
26.12 Press Releases..............................................72
26.13 Power of Attorney...........................................72
26.14 Usury Laws..................................................72
26.15 Confidentiality.............................................72
26.16 Counterparts................................................73
26.17 Bankruptcy..................................................73 27. NOTICES 73
28. GOVERNING LAW AND JURISDICTION.......................................74
28.1 New York Law................................................74
28.2 Non-exclusive Jurisdiction in New York......................74
28.3 Service of Process..........................................75
28.4 Prevailing Party in Dispute.................................75
28.5 Waiver......................................................75 SIGNATURE PAGE 76
SCHEDULE 1 - Aircraft Specification...........................................77 SCHEDULE 2 - Certain Business Terms...........................................82 SCHEDULE 3 - Insurance Requirements...........................................85 SCHEDULE 4 - Delivery Conditions..............................................90 SCHEDULE 5 - Acceptance Certificate...........................................93 SCHEDULE 6 - Certificate of Officer of Frontier Airlines, Inc.................96 SCHEDULE 7 - Form of Letter of Authority......................................98 SCHEDULE 8 - Power of Attorney................................................99 SCHEDULE 9 - Form of Opinion of Sublessee Counsel............................100 SCHEDULE 10 - Monthly Aircraft Utilization and Status Report.................105 SCHEDULE 11 - Form of Quiet Enjoyment Letter.................................107 SCHEDULE 12 - Return Conditions..............................................108 SCHEDULE 13 - Return Acceptance Certificate..................................111 SCHEDULE 14 - Sublease Supplement............................................117
THIS AGREEMENT is made as of October 11th, 1999.
BETWEEN:
(1) INDIGO AVIATION AB (publ), a Swedish limited liability company whose address and principal place of business is at Sodra Forstadsgatan 4, S-211 43 Malmo, Sweden, ("Sublessor"); and
(2) FRONTIER AIRLINES, INC., a Colorado corporation whose address and principal place of business is at 12015 E. 46th Avenue, Denver, Colorado, United States of America (Sublessee").
WHEREAS
Owner Trustee holds title to the Aircraft for the benefit of Sublessor;
Owner Trustee, as headlessor, leases the Aircraft to Sublessor under the terms of the Headlease Agreement;
NOW, THEREFORE, in consideration of and subject to the mutual covenants, terms and conditions contained in this Agreement, and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Sublessor agrees to sublease to Sublessee and Sublessee agrees to sublease from Sublessor the Aircraft for the Sublease Term and the parties further agree as follows:
1. DEFINITIONS; CONSTRUCTION
1.1 Definitions
In this Agreement the following words and expressions have the following meanings unless the context otherwise requires:
Acceptance Certificate means a certificate of acceptance substantially in the form set out in Schedule 5;
Agreed Value has the meaning ascribed to it in Schedule 2;
Aircraft means the Airframe, the Engines, the Parts and the Aircraft Documents, collectively. As the context requires, the Aircraft may also mean the Airframe, any Engine, any Part, the Aircraft Documents or any part thereof, individually;
Aircraft Documents means the documents, data and records referred to in Annexure 1 to Schedule 1 of this Agreement and, at Delivery, more closely identified in Annexure 1 to the Acceptance Certificate and all additions, renewals, revisions and replacements from time to time made to any of the foregoing in accordance with this Agreement;
Airframe means the airframe described in Schedule1 together with all Parts relating thereto (except Engines or engines);
Air Navigation Charges means all charges incurred with the furnishing, issue or provision of information, directions and other facilities in connection with the navigation or movement of the Aircraft (including the control or movement of vehicles in any part of any airport used for the movement of aircraft);
Airport Charges means all charges incurred in connection with the landing, parking or taking-off of aircraft at airports or for the use of, or for services provided at, airports;
Airworthiness Directive means an airworthiness directive or other mandatory requirement issued by the FAA or any other Aviation Authority or Government Entity;
APU means the auxiliary power unit installed on the Aircraft on the Delivery Date and any replacement auxiliary power unit installed in accordance with this Agreement, title to which is transferred to Owner Trustee;
Aviation Authority means all and any of the authorities, government departments, committees or agencies which under the laws of the State of Registration shall from time to time:
(a) have control or supervision of civil aviation in that state; or
(b) have jurisdiction over the registration, airworthiness or operation of, or other matters relating to the Aircraft;
Basic Rent has the meaning ascribed to it in Schedule 2;
Basic Rent Period means each period ascertained in accordance with Clause 7.1;
Business Day means any day (other than a Saturday or Sunday or holidays scheduled by law) on which banks are open for foreign exchange business in London, New York and Stockholm;
"C" Check means a "C" check (a complete zonal and systems check and the corresponding lower "A" and "B" checks or equivalent in accordance with the MPD) in accordance with the Maintenance Program;
Conditions Precedent means the conditions specified in Clause 3;
CPCP means corrosion prevention control program;
Cycle means one take-off and landing of the Airframe or, in relation to an Engine or Part, one take-off and landing of the airframe to which that Engine or Part may be attached;
"D" Check means a "C7" Check plus Structural Inspection (a complete system, zonal, corrosion and structural inspection in accordance with the MPD);
Damage Notification Threshold has the meaning ascribed to it in Schedule 2;
Default means any Event of Default or any event which with the lapse of time or giving of notice or making of any determination, would constitute an Event of Default;
Default Rate means, for the relevant period, three percent (3%) above the rate of interest at the start of that relevant period publicly quoted by Chase Manhattan Bank N.A. as its prime rate;
Delivery means delivery of the Aircraft by Sublessor to Sublessee pursuant to Clause 6;
Delivery Date means the date on which Delivery occurs;
Delivery Location means Munich, Germany or such other location as Sublessor and Sublessee may agree;
Dollars and US$ means the lawful currency of the United States of America;
Engine means, whether or not for the time being installed on the Aircraft:
(a) each engine of the manufacture, model and serial number
specified in Schedule 1 which Sublessor elects to tender to
Sublessee, whether or not installed on the Airframe on this
Delivery Date, such engines being described as to serial
numbers on the Acceptance Certificate; or
(b) any engine that has replaced that engine, title to which has,
or should have, passed to Owner Trustee in accordance with
this Agreement,
and in each case includes all modules and Parts from time to time belonging to or installed in that engine but excludes any properly replaced engine title to which has, or should have, passed to Sublessee pursuant to this Agreement;
Engine Agreed Value has the meaning ascribed to it in Schedule 2;
Engine Manufacturer means CFM International;
Engine Performance Restoration Visit means any Overhaul, refurbishment, hot section inspection, replacement of internal life limited parts, disassembly, assembly and testing required thereof during an engine shop visit which requires, as a minimum, a major disassembly of an Engine and the removal and reinstallation of internal rotating parts;
Engine Total Loss means the occurrence with respect to an Engine only, whether or not installed on the Airframe, of any of those events described in the definition of Total Loss;
Event of Default means any event specified in Clause 24;
Expiry Date means the date determined in accordance with Clause 5.2;
Extension Sublease Expiry Date has the meaning ascribed to it in Schedule 2;
FAA means the Federal Aviation Administration of the Department of Transportation of the United States of America and any successor thereof;
FAR means the Federal Aviation Regulations set forth in Title 14 of the United States Code of Federal Regulations, as amended, modified or replaced from time to time and any successor regulation thereto;
Federal Aviation Act means Title 49 Subtitle VII of the U.S. Code, as amended, modified or replaced from time to time;
Final Inspection has the meaning given to it in Clause 23.2;
Financial Indebtedness means any indebtedness in respect of:
(a) moneys borrowed or raised;
(b) payments due under finance or operating leases;
(c) any guarantee or indemnity in respect of obligations of the
type referred to in paragraphs (a) or (b)
Flight Hour means each hour or part thereof (rounded up to two decimal places) elapsing from the moment the wheels of the Aircraft leave the ground at take off until the wheels of the Aircraft next touch the ground at landing;
Geneva Convention means the Convention on the International Recognition of Rights in Aircraft signed in Geneva, Switzerland on 19 June 1948, and amended from time to time, but excluding the terms of any adhesion thereto or ratification thereof containing reservations to which the State of Registration does not accede;
Government Entity means:
(a) any national, state or local government, political subdivision
thereof, or local jurisdiction therein;
(b) any instrumentality, board, commission, court, or agency of
any thereof, however constituted including, for the avoidance
of doubt, the Aviation Authority; and
(c) any association, organization, or institution of which any of
the above is a member or to whose jurisdiction any thereof is
subject or in whose activities any of the above is a
participant;
Head Lease Agreement means the aircraft Head Lease Agreement entered into between Owner Trustee and Sublessor dated as of October 11th, 1999 and which is being filed with the FAA simultaneously herewith;
Indemnitees means Sublessor, Owner Trustee, Lender, or any parts or equipment vendor or Maintenance Facility as identified by Sublessor from time to time and any other person identified by Sublessor to have an interest in the Transaction Documents and their respective successors and assigns, shareholders, subsidiaries, affiliates, partners, contractors, directors, officers, servants, agents and employees; Insurances has the meaning ascribed to it in Clause 21.1;
Landing Gear means the landing gear assembly of the Aircraft, including all life limited parts;
Lender means any person or persons notified by Sublessor to Sublessee as providing financing to Owner Trustee or Sublessor in respect of the acquisition, ownership or leasing of the Aircraft from time to time (including any successors in title or assignees of any such persons);
Letter of Credit has the meaning ascribed to it in Schedule 2;
LLP means life limited part;
Loss means any and all loss, liability, obligation, action, claim, suits, proceeding, judgement, penalty, fine, damages, fee, cost, disbursement and expense and Losses shall be construed accordingly;
Maintenance Facility means a FAA approved maintenance facility or such other maintenance facility as Sublessor may, in its absolute discretion, from time to time approve in writing;
Maintenance Program means Sublessee's maintenance program as approved by the FAA provided in compliance with the MPD or such other maintenance program as Sublessor may, in its absolute discretion, approve in writing;
Maintenance Reserves means all amounts payable pursuant to Clause 9;
Manufacturer means the Boeing Company, a Delaware Corporation with its principal office in the City of Seattle, State of Washington, United States of America;
Minimum Liability Coverage has the meaning ascribed to it in Schedule 2;
Monthly Report means a report substantially in the form of Schedule 10;
Mortgage means a mortgage over the Aircraft created for the benefit of Lender;
MPD mean the Maintenance Planning Document published by the Manufacturer and applicable to the Aircraft;
Other Agreements means any other aircraft lease or sublease agreement or other agreement from time to time entered into between Sublessor (or any parent company, subsidiary, associate or affiliate of Sublessor) and Sublessee (or any subsidiary, associate or affiliate of Sublessee);
Overhaul means the full refurbishment of the Aircraft, an Engine, the APU, a Landing Gear, a module or a Part, as the case may be, in which such equipment has been disassembled, cleaned, thoroughly inspected, repaired, reworked or had a replacement of parts, reassembled, and tested to the tolerances and standards specified by the applicable manufacturer's overhaul procedures manual or equivalent;
Owner Trustee means First Security Bank, National Association;
Part means, whether or not for the time being installed in or attached to the Airframe or any Engine:
(a) any component, furnishing or equipment (other than a complete
Engine) installed or attached to the Airframe or any Engine on
the Delivery Date; and
(b) any other component, furnishing or equipment (other than a
complete Engine) title to which has, or should have, passed to
Owner Trustee pursuant to this Agreement;
but excludes any such items title to which has, or should have, passed to Sublessee pursuant to this Agreement;
Permitted Air Carrier has the meaning ascribed to it in Clause 13.1;
Permitted Liens means:
(a) any lien for Sublessee Taxes not assessed or, if assessed, not
yet due and payable, or being contested in good faith by
appropriate proceedings;
(b) any inchoate liens of a repairer, materialman, workman,
employee, mechanic, carrier, hangar keeper or other similar
lien arising in the ordinary course of business in respect of
obligations which are not overdue or are being contested in
good faith by appropriate proceedings;
(c) any Sublessee liens arising out of judgments or awards with
respect to which at the time (i) an appeal proceeding for
review is being contested diligently and in good faith and
(ii) a stay of execution shall have been secured (and remains
in force);
(d) any lien of the Owner Trustee as Owner Trustee or as
Headlessor;
(e) any Sublessor Lien; and
(f) any Security Interest over the Aircraft created by Sublessee
with the written consent of Sublessor;
but only if (in the case of (a), (b) and (c)) (i) adequate resources are available for the payment of those Taxes or obligations and (ii) such proceedings, or the continue existence of the lien, do not involve any danger (in the reasonable opinion of Sublessor or Lender) of the sale, forfeiture or other loss of the Aircraft or any interest therein;
Redelivery Date means the Expiry Date or the earlier date of termination of the leasing of the Aircraft in accordance with the terms of this Agreement;
Redelivery Location means a location in the continental US reasonably requested by Sublessor or such other location as Sublessor and Sublessee may agree;
Rent means Basic Rent and Supplemental Rent;
Rent Date means the day preceding each Basic Rent Period;
Replacement Engine means an engine complying with Clause 16;
Return Conditions means the conditions specified in Schedule 12;
Scheduled Delivery Date has the meaning ascribed to it in Schedule 2;
Security Deposit has the meaning ascribed to it in Schedule 2;
Security Interest means any encumbrance or security interest, however and wherever created or arising, including without limitation, any right of ownership, security, mortgage, charge, pledge, lien, encumbrance, assignment, hypothecation or any other agreement or arrangement conferring security;
State of Incorporation means the State of Colorado, United States of America;
State of Registration means in relation to the Aircraft, the United States of America or any other state or territory in which the Aircraft is, in accordance with the provisions hereof, registered from time to time;
Sublease Expiry Date has the meaning ascribed to it in Schedule 2;
Sublease Extension Option has the meaning ascribed to it in Schedule 2;
Sublease Term has the meaning ascribed to it in Schedule 2;
Sublessor Lien means:
(a) any Security Interest from time to time created by or throug
Sublessor in connection with the financing of the Aircraft;
(b) any other Security Interest in respect of the Aircraft that
results from acts of or claims against Sublessor not related
to the transactions contemplated by or permitted under this
Agreement;
(c) any Security Interest in respect of the Aircraft for Sublessor
Taxes;
(d) any Security Interest in respect of the Aircraft existing
prior to Delivery;
(e) any Security Interest arising as a result of any act or
omission of Sublessor that constitutes a breach by Sublessor
of this Agreement; or
(f) any Security Interest that results from any indebtedness,
liability or other obligation arising by, through or under
Sublessor or any of the Indemnitees and that is not
indemnified against by Sublessee under this Agreement;
Sublessor Taxes means Taxes:
(a) imposed as a result of activities of Sublessor in the
jurisdiction imposing the liability unrelated to this
Agreement or the operation of the Aircraft by Sublessee;
(b) imposed on the net income, profits or gains of Sublessor (but
excluding for the avoidance of doubt, taxes directly related
to payment made under this Agreement); or
(c) imposed with respect to (i) any event occurring prior to the
Delivery Date or after the Expiry Date or (ii) any period
commencing and ending prior to the Delivery Date or any period
commencing after the Expiry Date;
Supplemental Rent means any and all amounts, liabilities and obligations (other than Basic Rent) which Sublessee assumes, agrees or is otherwise obligated to pay Sublessor hereunder including Maintenance Reserves, Total Loss Proceeds, payment of Indemnity, interest or Default Interest;
Taxes means all present and future taxes, imports, levies, duties or charges, deductions, withholdings of any nature (including without limiting the foregoing any value added, franchise, transfer, sales, gross receipts, business, excise, personal property, stamp, documentary, registration or other tax of whatsoever nature) together with any assessments, fines, additions to tax or interest thereon included and Tax and Taxation shall be construed accordingly;
Total Loss means with respect to the Aircraft (including for the purposes of this definition the Airframe):
(a) the actual, constructive, compromised, arranged or agreed
total loss of the Aircraft; or
(b) the Aircraft being destroyed, damaged beyond economic repair
or permanently rendered unfit for normal use for any reason
whatsoever; or
(c) the requisition of title, confiscation, sequestration
restraint, detention, forfeiture or any compulsory acquisition
or seizure or requisition for hire by or under the order of
any government (whether civil, military or de facto) or public
or local authorities or courts; or
(d) the hi-jacking, theft or disappearance of the Aircraft or any
other occurrence resulting in loss of possession by Sublessee
and/or operation thereof for a period of thirty (30)
consecutive days or longer;
(e) any sale of the Aircraft in connection with a Sublessee
bankruptcy wh...
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