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Frontier Airlines - Aircraft Lease Agreement
EXHIBIT 10.24
PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION IN A CONFIDENTAL TREATMENT REQUEST UNDER RULE 24b-2 OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. THE SYMBOL "[Redacted]" IN THIS EXHIBIT
INDICATES THAT INFORMATION HAS BEEN OMITTED.
AIRCRAFT LEASE AGREEMENT
Dated as of December 5, 2003
BETWEEN
FRONTIER
AIRLINES, INC.
as LESSEE
and
INTERNATIONAL LEASE FINANCE CORPORATION
as LESSOR
Aircraft Make and Model: New Airbus A319-111
Aircraft Manufacturer's Serial Number: 2198
Aircraft Registration Mark:
Per Exhibit G
Make and Model of Engines: CFM56-5B5/P
Serial Numbers of Engines: Per Exhibit G
NEW AIRCRAFT NO. 1
TABLE OF CONTENTS
ARTICLE 1 SUMMARY OF TRANSACTION ..................................2
ARTICLE 2 DEFINITIONS .............................................3
2.1 General Definitions .....................................3
2.2 Specific Definitions ....................................9
ARTICLE 3 PLACE AND DATE OF DELIVERY
.............................11
3.1 Place of Delivery ......................................11
3.2 Scheduled Delivery Date ................................11
3.3
Delivery Subject to Manufacturer Delivery ..............11
3.4 No LESSOR Liability ....................................11
3.5 Total Loss of Aircraft Prior to Delivery ...............11
3.6 Cancellation for Delay .................................11
3.7 Delay ..................................................12
ARTICLE 4 LEASE TERM .............................................13
4.1 Lease Term .............................................13
4.2 "Expiration Date" ......................................13
4.3 "Termination Date" .....................................13
ARTICLE 5 SECURITY DEPOSIT, TRANSACTION FEE, RENT, RESERVES
AND OTHER PAYMENTS .....................................14
5.1 Security Deposit .......................................14
5.2 [Redacted] .............................................14
5.3 Rent ...................................................14
5.4 Reserves ...............................................14
5.5 [Redacted] .............................................15
5.6 LESSOR's Bank Account ..................................15
5.7 Default Interest .......................................15
5.8 No Deductions or Withholdings ..........................15
5.9 Value Added Taxes ......................................16
5.10 Wire Transfer Disbursement Report
......................16
5.11 Net Lease ..............................................16
5.12 LESSOR Performance of LESSEE Obligation ................17
5.13 Consideration
for Rent and Other Amounts ...............18
ARTICLE 6 INVOLVEMENT WITH AIRCRAFT MANUFACTURER .................19
6.1 LESSEE Selection of Aircraft ...........................19
6.2 Participation Agreement ................................19
6.3 Procurement of BFE .....................................19
6.4 LESSEE Inspection of Aircraft
..........................19
6.5 Aircraft at Delivery ...................................19
6.6 Delivery of the Aircraft to LESSEE .....................20
6.7
LESSEE Acceptance of Aircraft ..........................20
ARTICLE 7 PRE-DELIVERY, DELIVERY AND POST-DELIVERY DOCUMENTARY
AND OTHER REQUIREMENTS .................................21
7.1 Pre-Delivery Requirements ..............................21
7.2 LESSOR's Pre-Delivery Requirements .....................21
7.3 Delivery Requirements ..................................22
7.4 Post-Delivery Requirements .............................23
ARTICLE 8 DISCLAIMERS ............................................24
8.1 "As Is, Where Is" ......................................24
8.2 Waiver of Warranty of Description ......................24
8.3 LESSEE Waiver ..........................................25
8.4 Conclusive Proof .......................................25
8.5 No LESSOR Liability for Losses .........................25
8.6 No Liability to Repair or Replace ......................25
8.7 No Waiver ..............................................26
ARTICLE 9 MANUFACTURERS' AND VENDORS' WARRANTIES .................27
9.1 Warranties .............................................27
9.2 Non-Assignable Warranties ..............................27
9.3 Reassignment ...........................................27
9.4 Warranty Claims ........................................27
ARTICLE 10 OPERATION OF AIRCRAFT ..................................28
10.1 Costs of Operation .....................................28
10.2 Compliance with Laws ...................................28
10.3 Training ...............................................28
10.4 No Violation of Insurance Policies .....................28
10.5 Flight Charges .........................................28
ARTICLE 11 SUBLEASES ..............................................30
11.1 No Sublease without LESSOR Consent .....................30
11.2 LESSOR Costs ...........................................30
11.3 Any Approved Sublease ..................................30
11.4 Assignment of Sublease .................................31
11.5 Wet Leases .............................................31
11.6 Continued Responsibility of LESSEE
.....................31
ARTICLE 12 MAINTENANCE OF AIRCRAFT ................................32
12.1 General Obligation .....................................32
12.2
Specific Obligations ...................................33
12.3 Replacement of Parts ...................................34
12.4 Removal of Engines .....................................35
12.5 Pooling of Engines and Parts ...........................35
12.6 Installation of Engines on Other aircraft ..............36
12.7 Engine Thrust Rating ...................................36
12.8 Modifications ..........................................37
12.9 Performance of Work by Third Parties ...................39
12.10 Reporting Requirements .................................39
12.11 Information Regarding Maintenance Program ..............39
12.12 LESSOR Rights to Inspect Aircraft ......................40
ARTICLE 13 USE OF RESERVES ........................................41
13.1 Airframe Reserves ......................................41
13.2 Engine Performance Restoration Reserves ................41
13.3 Engine LLP Reserves ....................................41
13.4 Landing Gear Reserves ..................................41
13.5 Reimbursement ..........................................42
13.6 Reimbursement Adjustment ...............................42
13.7 Costs in Excess of Reserves ............................43
13.8 Reimbursement after Termination Date ...................43
ARTICLE 14 TITLE AND REGISTRATION .................................44
14.1 Title to the Aircraft during Lease Term ................44
14.2 Registration of Aircraft ...............................44
14.3 Filing of This Lease ...................................44
ARTICLE 15 IDENTIFICATION PLATES ..................................45
15.1 Airframe Identification Plates .........................45
15.2 Engine Identification Plates ...........................46
ARTICLE 16 TAXES ..................................................47
16.1 General Obligation of LESSEE ...........................47
16.2 Exceptions to Indemnity ................................47
16.3 After-Tax Basis ........................................48
16.4 Timing of Payment ......................................49
16.5 Contests ...............................................49
16.6 Refunds ................................................49
16.7 Cooperation in Filing Tax Returns ......................49
16.8 Survival of Obligations ................................49
ARTICLE 17 INDEMNITIES ............................................50
17.1 General Indemnity ......................................50
17.2 Exceptions to General Indemnities
......................51
17.3 After-Tax Basis ........................................52
17.4 Timing of Payment ......................................52
17.5 Subrogation
............................................52
17.6 Notice .................................................52
17.7 Refunds ................................................53
17.8
Defense of Claims ......................................53
17.9 Survival of Obligation .................................53
ARTICLE 18 INSURANCE ..............................................54
18.1 Categories of Insurance ................................54
18.2 Third Party War Liability Insurance ....................54
18.3 Installation of Third Party Engine
.....................54
18.4 Insurance for Indemnities ..............................54
18.5 Renewal ................................................54
18.6 Assignment
of Rights by LESSOR .........................55
18.7 Deductibles ............................................55
18.8 Insurance for Wet Lease Operations .....................55
18.9 Other Insurance ........................................55
18.10 Information ............................................55
18.11 Currency ...............................................55
18.12 Grounding of Aircraft ..................................56
18.13 Failure to Insure ......................................56
18.14 Reinsurance ............................................56
18.15 Limit on Hull in Favor of LESSEE .......................56
ARTICLE 19 LOSS, DAMAGE AND REQUISITION ...........................58
19.1 Definitions ............................................58
19.2 Notice of Total Loss ...................................59
19.3 Total Loss of Aircraft or Airframe .....................59
19.4 Surviving Engine(s) ....................................60
19.5 Total Loss of Engine and Not Airframe ..................60
19.6 Other Loss or Damage ...................................61
19.7 Copy of Insurance Policy ...............................62
19.8 Government Requisition .................................62
19.9 Return of Security Deposit and other Amounts ...........62
ARTICLE 20 REPRESENTATIONS, WARRANTIES
AND COVENANTS OF LESSEE ....63
20.1 Representations and Warranties .........................63
20.2 Covenants ..............................................64
ARTICLE 21
REPRESENTATIONS, WARRANTIES AND COVENANTS OF LESSOR ....67
21.1 Representations and Warranties .........................67
21.2 Covenant of Quiet Enjoyment ............................68
21.3 Covenant of U.S. Citizenship ...........................68
ARTICLE 22 FINANCIAL AND RELATED INFORMATION ......................69
ARTICLE 23 RETURN OF AIRCRAFT .....................................70
23.1 Date of Return .........................................70
23.2 Technical Report .......................................70
23.3 Return Location ........................................70
23.4 Full Aircraft Documentation Review .....................71
23.5 Aircraft Inspection ....................................71
23.6 Certificate of Airworthiness Matters
...................72
23.7 General Condition of Aircraft at Return ................73
23.8 Checks Prior to Return .................................75
23.9 Part
Lives .............................................77
23.10 Export and Deregistration of Aircraft ..................78
23.11 LESSEE's Continuing Obligations ........................79
23.12 Airport and Navigation Charges .........................79
23.13 Return Acceptance Certificate ..........................79
23.14 Indemnities and Insurance ..............................79
23.15 Civil Reserve Air Fleet ................................80
ARTICLE 24 ASSIGNMENT .............................................82
24.1 No Assignment by LESSEE ................................82
24.2 Sale or Assignment by LESSOR ...........................82
24.3 LESSOR's Lender ........................................82
24.4 LESSEE Cooperation .....................................83
24.5 Protections ............................................83
ARTICLE 25 DEFAULT OF LESSEE ......................................84
25.1 LESSEE Notice to LESSOR ................................84
25.2 Events of Default ......................................84
25.3 LESSOR's General Rights ................................84
25.4 Deregistration and Export of Aircraft
..................85
25.5 LESSEE Liability for Damages ...........................85
25.6 Waiver of Default ......................................86
25.7 Present
Value of Payments ..............................86
25.8 Use of "Termination Date" ..............................86
25.9 LESSEE's Remedies ......................................86
25.10 Waiver of Consequential Damages ........................87
ARTICLE 26 NOTICES ................................................87
26.1 Manner of Sending Notices
..............................87
26.2 Notice Information .....................................87
ARTICLE 27 GOVERNING LAW AND JURISDICTION .........................89
27.1
California Law .........................................89
27.2 Non-Exclusive Jurisdiction in California ...............89
27.3 Service of Process .....................................89
27.4 Prevailing Party in Dispute ............................89
27.5 Waiver .................................................89
ARTICLE 28 MISCELLANEOUS ..........................................90
28.1 [Redacted] .............................................90
28.2 Press Releases .........................................90
28.3 LESSOR Performance for LESSEE
..........................90
28.4 LESSOR's Payment Obligations ...........................90
28.5 Application of Payments ................................90
28.6
Usury Laws .............................................90
28.7 Delegation by LESSOR ...................................90
28.8 Rights of Parties ......................................91
28.9 Further Assurances .....................................91
28.10 Use of Word "including" ................................91
28.11 Headings ...............................................91
28.12 Invalidity of Any Provision ............................91
28.13 Time Is of the Essence .................................91
28.14 Amendments in Writing ..................................91
28.15 Counterparts ...........................................92
28.16 Delivery of Documents by Fax ...........................92
28.17 Entire Agreement .......................................92
28.18 Expenses ...............................................92
EXHIBIT A AIRCRAFT DESCRIPTION...................................94
EXHIBIT B SUMMARY OF TRANSACTION................................106
EXHIBIT C COMMERCIAL TERMS......................................109
EXHIBIT D PARTICIPATION AGREEMENT...............................121
EXHIBIT E CERTIFICATE OF INSURANCE..............................141
EXHIBIT F BROKERS' LETTER OF UNDERTAKING........................148
EXHIBIT G ESTOPPEL AND ACCEPTANCE CERTIFICATE...................150
EXHIBIT H OPINION OF COUNSEL....................................157
EXHIBIT I ASSIGNMENT OF RIGHTS (AIRFRAME).......................158
EXHIBIT J ASSIGNMENT OF RIGHTS (ENGINES)........................165
EXHIBIT K RETURN ACCEPTANCE RECEIPT.............................168
EXHIBIT L MONTHLY REPORT........................................172
EXHIBIT M AIRCRAFT DOCUMENTATION................................175
EXHIBIT N TECHNICAL EVALUATION REPORT...........................177
AIRCRAFT LEASE AGREEMENT
THIS AIRCRAFT LEASE AGREEMENT is made and entered into as of December 5, 2003.
BETWEEN:
FRONTIER AIRLINES, INC., a Colorado
corporation whose address and principal place of business are at Frontier Center One, 7001 Tower Road, Denver, Colorado 80249 (" LESSEE ") and
INTERNATIONAL LEASE FINANCE CORPORATION, a California corporation whose address
and principal place of business are at 1999 Avenue of the Stars, 39th Floor, Los Angeles, California 90067-6049, United States of America (" LESSOR ").
The subject matter of this Lease is one (1) new Airbus A319-111 aircraft
as more particularly described on Exhibit A attached hereto. In consideration of and subject to the mutual covenants, terms and conditions contained in this Lease, LESSOR hereby agrees to lease to LESSEE and LESSEE hereby agrees to lease from LESSOR
the aircraft and the parties further agree as follows:
ARTICLE 1 SUMMARY OF TRANSACTION
SEE EXHIBIT B.
ARTICLE 2 DEFINITIONS
Except where the context otherwise requires, the following words have the following meanings for all purposes of this Lease. The definitions are equally applicable
to the singular and plural forms of the words. Any agreement defined below includes each amendment, modification, supplement and waiver thereto in effect from time to time.
2.1 General Definitions .
" Aircraft " means the Aircraft described on Exhibit A hereto, including the Airframe, two (2) Engines, Parts and Aircraft Documentation, collectively. As the context requires, "Aircraft" may also mean the Airframe, any Engine,
any Part, the Aircraft Documentation or any part thereof individually. For example, in the context of return to LESSOR the term "Aircraft" means the Airframe, Engines, Parts and Aircraft Documentation collectively, yet in the context of LESSEE not creating
any Security Interests other than Permitted Liens on the Aircraft, the term "Aircraft" means any of the Airframe, any Engine, any Part or the Aircraft Documentation individually.
" Aircraft Documentation " means
all (a) log books, Aircraft records, manuals and other documents provided to LESSEE in connection with the A3ircraft, as listed in Exhibit G, (b) all documents listed in Exhibit M and (c) any other documents required to be maintained during the Lease
Term by the Aviation Authority, LESSEE's Maintenance Program and this Lease.
" Airframe " means the airframe listed in the Estoppel and Acceptance Certificate executed at Delivery together with all Parts relating
thereto (except Engines or engines).
" Airframe Warranty Assignment " means the Assignment of Rights (Airframe) to be entered into between LESSOR and LESSEE in the form of Exhibit I.
" Airworthiness Directives " or " ADs " means all airworthiness directives (or equivalent) issued by the FAA applicable to the Aircraft.
" APU " means the auxiliary power unit of
the Aircraft.
" Aviation Authority " means the FAA or any Government Entity which under the Laws of U.S. from time to time has control over civil aviation or the registration, airworthiness
or operation of aircraft in U.S. If the Aircraft is registered in a country other than the U.S., "Aviation Authority" means the agency which regulates civil aviation in such other country.
" Aviation Documents
" means any or all of the following which at any time may be obtainable from the Aviation Authority: (a) LESSOR's application for registration of the Aircraft with the appropriate authority in the State of Registration, (b) the certificate of registration
for the Aircraft issued by the State of Registration, (c) a certificate of airworthiness for the Aircraft specifying transport category (passenger), (d) an air operator's certificate, (e) such recordation of LESSOR's title to the Aircraft and interest
in this Lease as may be available in the State of Registration and (f) all such other authorizations, approvals, consents and certificates in the State of Registration as may be required to enable LESSEE lawfully to operate the Aircraft.
" AVSA " means AVSA S.A.R.L., a societe a responsabilite limitee organized and existing under the laws of the Republic of France.
" Basic Engine " means those units and components
of the Engine which are used to induce and convert fuel/air mixture into thrust/power; to transmit power to the fan and accessory drives; to supplement the function of other defined systems external to the Engine; and to control and direct the flow of
internal lubrication, plus all essential accessories as supplied by Engine manufacturer. The nacelle, installed components related to the Aircraft systems, thrust reversers, QEC and the exhaust nozzle are excluded.
"
BFE " means any equipment which is to be provided by the purchaser of the Aircraft (whether actually provided by LESSOR as buyer-furnished equipment or Manufacturer as seller-purchased equipment).
" Business
Day " means a day other than a Saturday or Sunday on which the banks in New York City and Denver, Colorado are open for the transaction of business of the type required by this Lease.
" Certificated
Air Carrier " means any Person (except the U.S. Government) that is a "citizen of the United States of America" (as defined in Section 40102 of Title 49 of U.S.C.) and holding a Certificate of Public Convenience and Necessity issued under Section
41102 of Title 49 of U.S.C. by the Department of Transportation or any predecessor or successor agency thereto, or, in the event such certificates shall no longer be applicable, any Person (except the U.S. Government) that is a citizen of the U.S. (as
defined in Section 40102 of Title 49 of the U.S.C.) and legally engaged in the business of transporting for hire passengers or cargo by air predominantly to, from or between points within the U.S., and, in either event, operating commercial jet aircraft
capable of carrying ten or more individuals or 6,000 pounds or more of cargo, which also is certificated.
" Confidentiality Agreement " means that certain agreement between LESSOR and LESSEE executed in September
2003, concerning the confidential treatment of certain information with respect to the transaction contemplated by this Lease.
" Creditor " means any lessor, owner, bank, lender, mortgagee or other Person which
is the owner of or has any interest in an aircraft engine or aircraft operated by LESSEE.
" Creditor Agreement " means the applicable agreement between a Creditor and LESSEE or between Creditors pursuant to which
such Creditor owns, leases or has an interest in either an aircraft operated by LESSEE on which an Engine may be installed or in an aircraft engine which may be installed on the Airframe.
" Default " means any
event which, upon the giving of notice or the lapse of time would constitute an Event of Default.
" Delivery " has the meaning given to such term in Article 6.6.
" Delivery
Date " means the date on which Delivery takes place.
" DGAC " means the French Direction Generale a l'Aviation Civile or any successor thereto.
" Dollars " and
" $ " means the lawful currency of the U.S.
" Engine " means (a) each of the engines listed on the Estoppel and Acceptance Certificate; (b) any replacement engine to which title has been transferred
to LESSOR pursuant to Article 19.5 following a Total Loss of an Engine and which otherwise meets the requirements of such Article; and (c) all Parts installed in or on any of such engines at Delivery (or substituted, renewed or replacement Parts in accordance
with this Lease) so long as title thereto is or remains vested in LESSOR in accordance with the terms of Article 12.3.
" Engine Refurbishment " means all scheduled and unscheduled off wing Engine maintenance
and repair accomplished for each module of the Basic Engine in accordance with the performance restoration or full overhaul sections of the Engine manufacturer's workscope planning guide.
" Engine
Warranty Assignment " means the Assignment of Rights (Engines) to be entered into between LESSOR and LESSEE in the form of Exhibit J.
" Estoppel and Acceptance Certificate " means that certain estoppel
and acceptance certificate in the form of Exhibit G pursuant to which LESSEE accepts Delivery of the Aircraft.
" Event of Default " means any of the events referred to in Article 25.2.
" FAA " means the Federal Aviation Administration of the Department of Transportation or any successor thereto under the Laws of the U.S.
" FAR " and " FARs " refer to the U.S.
Federal Aviation Regulations embodied in Title 14 of the U.S. Code of Federal Regulations, as amended from time to time, or any successor regulations thereto.
" Geneva Convention " means the Convention on the
International Recognition of Rights in Aircraft signed in Geneva, Switzerland on June 19, 1948.
" Government Entity " means any (a) national, state or local government, (b) board, commission, department, division,
instrumentality, court, agency or political subdivision thereof and (c) association, organization or institution of which any of the entities listed in (a) or (b) is a member or to whose jurisdiction any such entity is subject.
" Landing Gear " means the installed main and nose landing gear, components and their associated actuators, side braces and parts.
" Law " means any (a) statute, decree, constitution, regulation,
order or any directive of any Government Entity, (b) treaty, pact, compact or other agreement to which any Government Entity is a signatory or party and (c) judicial or administrative interpretation or application of any of the foregoing.
" Lease " means this Aircraft Lease Agreement, together with all Exhibits hereto.
" LESSOR's Lien " means any Security Interest created by LESSOR or otherwise arising solely as a result
of any act or omission of LESSOR or any Person claiming by or through LESSOR.
" LESSOR's Taxes " means any Taxes referred to in Article 16.2.
" Maintenance
Program " means (a) LESSEE's maintenance program as approved by the Aviation Authority, (b) if applicable, the maintenance program of any Permitted Sublessee, during the term of any permitted sublease, or (c) such other maintenance program as LESSOR
may, in its reasonable discretion, accept in writing.
" Manufacturer " means Airbus Industries, G.I.E.
" MPD " means the Maintenance Planning Document published by Manufacturer
and applicable to the Aircraft. With respect to the hour/cycle/calendar time limitation of Parts and inspections, references to the MPD mean the most restrictive limitation set forth therein.
" Operative Documents
" means this Lease, the Participation Agreement, the Airframe Warranty Assignment, the Engine Warranty Assignment, the Estoppel and Acceptance Certificate and any Side Letter or other document or agreement signed by both LESSEE and LESSOR on or after
the date hereof relating to the leasing of the Aircraft hereunder or the transactions contemplated hereby.
" Overhaul " means the full reconditioning of an APU, Landing Gear, module or Part, as the case may be,
in which such equipment has been fully disassembled; cleaned; thoroughly inspected; and returned to the standard specified by the applicable manufacturer's manual. With respect to Engines, " Overhaul " means Engine Refurbishment.
" Part " means any part, component, appliance, system module, engine module, accessory, material, instrument, communications equipment, furnishing, LESSEE-furnished or LESSOR-purchased equipment, the APU, or other item of equipment
(other than complete Engines or engines) for the time being installed in or attached to the Airframe or any Engine, or which, having been removed from the Airframe or any Engine, remains the property of LESSOR.
" Participation
Agreement " means the Participation Agreement to be entered into by LESSEE, LESSOR and AVSA and the Manufacturer in the form of Exhibit D.
" Permitted Lien " means (a) LESSOR's Liens;
(b) Security Interests arising in the ordinary course of LESSEE's business for Taxes either not yet assessed or, if assessed, not yet due or being contested in good faith in accordance with Article 16.5 or (c) materialmen's, mechanics', workmen's, repairmen's,
employees' liens or similar Security Interests arising by operation of Law after the Delivery Date in the ordinary course of LESSEE's business for amounts which are either not yet due or are being contested in good faith by appropriate proceedings (and
for which adequate reserves have been made or, when required in order to pursue such proceedings, an adequate bond has been provided) so long as such proceedings do not involve any material danger of sale, forfeiture or loss of the Aircraft.
" Permitted Sublessee " has the meaning ascribed thereto in Article 11.1.1.
" Permitted Transferee " means any Person who:
(a) is a "citizen of the
United States" as defined in Section 40102 of Title
49 of the U.S.C. with the requisite power and authority to enter into and
carry out the transactions contemplated by this Lease;
(b) is not, and is not affiliated with, a Certificated Air Carrier or other
commercial air carrier;
(c) enters into a binding agreement with LESSOR and LESSEE pursuant to
which,
among other things, it agrees to be bound by the terms of this Lease and
agrees to perform all of the obligations of LESSOR hereunder; and
(d) is either (i)
a U.S. bank, insurance company or other financial institution
with a consolidated net worth, prior to the date of transfer, of at least
$30,000,000, (ii) a corporation which has (or a general partnership
whose
general partners have) a consolidated net worth, prior to the date of
transfer, of at least $30,000,000 and which is a sophisticated entity,
experienced in participating
as an equity investor in commercial aircraft
leases, (iii) the trustee or agent of an aircraft income or similar fund;
provided that such trustee or agent has a consolidated net worth, prior
to the date of transfer, of at least $30,000,000, or (iv) such other Person
as LESSEE shall approve in writing, such approval not to be unreasonably
withheld or delayed.
" Person " means any individual, firm, partnership, joint venture, trust, corporation, Government Entity, committee, department, authority or any body, incorporated or unincorporated, whether having distinct legal personality
or not.
" Prime Rate " means the rate of interest from time to time publicly quoted by JPMorgan Chase Bank in New York, New York, or its successor, as its prime commercial lending rate.
"Prohibited Country" means any country to which the export and/or use of an Airbus A319-111 aircraft with CFM56-5B5/P engines attached there...
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