MASTER AIRCRAFT LEASE AGREEMENT
WITH OPTION TO PURCHASE
This MASTER AIRCRAFT LEASE AGREEMENT WITH OPTION TO PURCHASE (hereinafter
referred to as the "Agreement") is made and entered into as of the 30th day of
September, 2001 (the "Effective Date") by and among Global Air Rescue, Inc.
("GAR"), a Delaware Corporation, and Air Response North, Inc. ("ARN"), a Florida
Corporation (hereinafter collectively referred to as "Lessors") and Global Air
Charter, Inc., (hereinafter referred to as "Lessee"), together, the "Parties."
WHEREAS, Lessee desires to lease aircraft for use in its business, and
is a licensed and certificated air carrier under the provisions of Federal
Aviation Regulations Part 135, 14 C.F.R. Section 135 ET. SEQ. (hereinafter
"Part 135" or "135"); and
WHEREAS, Lessors desire to lease to Lessee and Lessee desires to lease
from Lessors any number of those certain aircraft (collectively referred to
herein as the "Aircraft") described herein below, subject to the requirements
of Federal Aviation Regulations 14 C.F.R. Sections 91 and/or 135 and the
provisions and conditions contained herein, and
WHEREAS, Lessors desire to grant Lessee an option to purchase the
Aircraft, and Lessors wish to sell, convey, or otherwise transfer to Lessee
all of Lessors' right, title, and interest in the Aircraft should Lessee
exercise said right to purchase, at Lessee's sole and absolute discretion; and
WHEREAS, Lessors are the registered owner of the Aircraft, and have the
right to lease and/or convey the Aircraft, together with the engines, and all
appliances, parts, instruments, avionics and appurtenances thereto, including
any replacement part(s) or engine(s) which may be installed on the Aircraft
from time to time, and all logs, manuals, and other records relating to the
Aircraft,
NOW THEREFORE, the Parties hereby agree as follows:
1. DEFINITIONS
1.1 "Flight Hours" as used herein shall mean those flight hours
during which the Aircraft are used in flight as recorded in the Aircrafts'
flight log and maintenance records for each flight leg, segment, or daily
accrued total of flight hours.
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1.2 "Flight" as used herein shall mean any flight during which
any of the Aircraft are operated pursuant to this Agreement.
1.3 "FAA" as used herein means the Federal Aviation
Administration.
2. AIRCRAFT
2.1 Pursuant to the terms stated herein, Lessors hereby lease to
Lessee and Lessee hereby leases from Lessors that certain aircraft described
as follows:
FAA Registration No.: N700FC
Manufacturer: Learjet, Inc.
Aircraft Serial No.: 25B-082
Model: 25B
Engines: General Electric CJ-610-6
251-244A 251-238A
Hourly Rate: $400.00 USD per Flight
Hour. This Aircraft shall be
operated by Lessee for twenty
(20) minimum Flight Hours
("Minimum Flight Hours") in the
aggregate per month for each
month, provided, however, that
the Aircraft is available,
airworthy, and operational for
at least fifteen (15) days of
each calendar month.
FAA Registration No.: N444WW
Manufacturer: Learjet, Inc.
Aircraft Serial No.: 25D-283
Model: 25D
Engines: General Electric CJ-610-8A
E211-149A E211-144A
Hourly Rate: $400.00 USD per Flight
Hour. This Aircraft shall be
operated by Lessee for twenty
(20) Minimum Flight Hours in the
aggregate per month for each
month, provided, however, that
the Aircraft is available,
airworthy, and operational for
at least fifteen (15) days of
each calendar month.
FAA Registration No.: N140GC
Manufacturer: Learjet, Inc.
Aircraft Serial No.: 25D-225
Model: 25D
Engines: General Electric CJ-610-6
251-788A 251-790A
Hourly Rate: $400.00 USD per Flight
Hour. This Aircraft shall be
operated by Lessee for twenty
(20) Minimum Flight Hours in the
aggregate per month for each
month, provided, however, that
the Aircraft is available,
airworthy, and operational for
at least fifteen (15) days of
each calendar month.
FAA Registration No.: N75GC
Manufacturer: Beechcraft, Inc.
Aircraft Serial No.: LJ-727
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Model: C-90
Engines: Xxxxx & Xxxxxxx PT6A-21
24430, 24425
Rate: Lessee shall pay to Lessors the
fixed Monthly Payment charges
described in Exhibit "A"
attached hereto, which is
incorporated herein by reference
as if fully copied and set forth
at length, provided, however,
that this Aircraft is available,
airworthy, and operational for
at least twenty (20) days of
each calendar month. Said
monthly charges shall be
apportioned pro-rata in
accordance with this Aircraft's
availability for any month
during which this Aircraft is
leased pursuant to this
Agreement and this Aircraft is
not available, airworthy, and
operational for any reason for
the twenty (20) days required
herein. Lessee may make such
payments directly to any person
or entity that has provided
financing in connection with
Lessors' acquisition and/or
financing of the Aircraft with
notice to Lessors.
(Collectively the "Aircraft")
2.3 Lessee has examined the Aircraft and accepts the Aircraft in
its present condition and acknowledges that the Aircraft is suitable for the
purposes for which Lessee has leased the Aircraft.
2.4 During the term of this Agreement the Aircraft shall be
stored by Lessee at Lessee's sole discretion, and shall be available for
Lessee for operation at Lessee's sole discretion. Lessee shall keep Lessor
reasonably apprised of the Aircraft's location.
2.5 Minimum Flight Hours may be attained individually in
connection with each Aircraft or in the aggregate. For example, but without
limitation, Lessee shall operate the twenty (20) hours required for each
Aircraft that is available as follows: If one (1) of the following Aircraft is
available as required by paragraph 2.1 herein (N700FC, N444WW, N140GC), Lessee
shall operate 20 Minimum Flight Hours total with all or any of the three
Aircraft; if two (2) of the foregoing Aircraft are available as required by
paragraph 2.1 herein, Lessee shall operate 40 Minimum Flight Hours total with
all or any of the three Aircraft; and if three (3) of the foregoing Aircraft
are available as required by paragraph 2.1 herein, Lessee shall operate a
minimum of 60 Minimum Flight Hours with all or any of the three Aircraft.
2.6 Minimum Flight Hours shall not apply to Beechcraft N75GC.
3. LEASE TERM
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3.1 The Agreement term shall begin on October 1, 2001, and shall
end on March 31, 2004, unless terminated by Lessee upon written notice
provided pursuant to this Agreement.
3.2 This Agreement shall become effective upon its execution by
the Parties. Thereafter, all obligations contained in this Agreement shall be
conclusive and binding upon all of the Parties. Accordingly, this Agreement
shall no longer be considered executory as of the date that all Parties have
affixed their signatures hereto.
3.3 Lessee may terminate this Agreement upon written notice to
Lessors if Lessors are in default of this Agreement, notice of said default
has been provided to Lessors in accordance with this Agreement, and Lessors
have failed to cure such default within 30 calendar days.
4. LEASE PAYMENTS, FEES AND TIME OF PAYMENT
4.1 FLIGHTS
Lessee shall pay to Lessors the hourly and/or other charges for each
Aircraft as described in Section 2.1 herein for each Flight during which an
Aircraft is operated pursuant to this Agreement. Any amounts due Lessors shall
be subject to offset and/or credit for any amounts paid on behalf of Lessors by
Lessee.
4.2 TIME OF PAYMENT
Lessee shall pay to Lessors no later than the tenth (10th) day of
each calendar month following the month during which the Aircraft was operated
under this Agreement the charges due under this Agreement, subject to the
provisions of paragraph 4.1 herein. All amounts and payments shall be paid to
Lessors in care of CyberCare, Inc., 0000 Xxxxxxx Xxxxx Xxxxx, Xxxxx 0000,
Xxxxxxx Xxxxx, Xxxxxxx, Attn.: Xx. Xxxxxx Xxxxxx, or at such other place or
places as Lessors may from time to time designate by written notice to Lessee.
4.3 MAINTENANCE AND OPERATING COSTS
4.3.1 Lessors shall ensure that the Aircraft is enrolled and
maintained on an FAA approved inspection program as required for the Aircraft to
be maintained in accordance with the requirements of the manufacturer's approved
inspection program, Federal Aviation Regulations, and Lessee's Part 135
Operating Certificate, using FAA and the manufacturer's approved components and
procedures.
4.3.2 The Parties hereto shall ensure that records on the
Aircraft, engines, and systems are maintained in accordance with applicable FAA
Regulations and the manufacturer's requirements. Such records shall be
considered part of the Aircraft.
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4.3.3 Records pertaining to the performance of the Parties
obligations hereunder shall be open for inspection and audit wherever such
records are maintained in the normal course of business upon reasonable notice
throughout the term of this Agreement and for the period ending two (2) years
after the termination thereof. The Parties agree not to destroy such records
prior to the time when any other Parties right to inspect and audit terminates,
and each further agrees to retain such records in accordance with any applicable
Federal Aviation Regulation.
4.3.4 Lessee shall be financially responsible for the direct
costs of operating the Aircraft, including, but not limited to, crew salary and
benefits, fuel, oil, and additives, consumable parts and supplies (excluding
shipping costs and core charges for replacement parts and components), Aircraft
hull and liability insurance, inspection, maintenance and repair, labor, engine
and airframe maintenance fees, as applicable, landing, parking, handling,
customs, airways, and overflight fees, hangar fees, computer flight plans,
navigation, operations, and maintenance publications, catering, supplies, and
in-flight entertainment materials, flight support personnel travel expenses
incurred in support of the operation of the Aircraft, communications charges and
outside computer services related to Aircraft operations and maintenance,
passenger ground transportation, and substitute flight support personnel.
4.3.5 Lessor shall be responsible, subject to the limitations
contained in this Section and in Section 4.3.6 following, for the inspection,
maintenance, and repair of the Aircraft, replacement of any defective
components, and any expense associated therewith, including the rectification of
any discrepancies that are found to exist with respect to the Aircraft. Lessee
shall have sole and exclusive discretion in determining what inspection,
maintenance, and repair, and the expense associated therewith, shall be
conducted with respect to the Aircraft, and the scheduling related thereto.
4.3.6 Lessor shall only be responsible under this Agreement
for inspection, maintenance, and repair of the Aircraft resulting from normal
operations under 14 C.F.R. Sections 43, 91 and 135 ET. SEQ., which shall be
deemed to include for the purposes of this Agreement the Aircraft manufacturer's
300, 600, 1200, 1800, 2400 hour interval inspections. Specifically excluded from
Lessee's obligations under this Agreement is any obligation, financial or
otherwise, to perform or pay for any inspection, maintenance, or repair of the
Aircraft that involves, by way of example but without limitation, any major
structural repair or alteration of the Aircraft, any
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inspection maintenance or repair of the Aircraft involving the disassembly or
"demate" of the Aircraft fuselage/wing structures, and any modification or
alteration of the Aircraft required in connection with modified or newly
enacted regulatory requirements of any governmental entity having jurisdiction
hereof, such as Reduced Vertical Separation Minima ("RVSM"), unless due to
Lessee's, its agents or employees, negligence or misuse in the operation of
the aircraft.
5. LIMITATIONS ON USE AND OPERATIONAL CONTROL
5.1 At all times at which the Aircraft is operated by or on
behalf of Lessee pursuant to this Agreement, the Aircraft shall be used for
operating and conducting flight operations pursuant to the provisions of Federal
Aviation Regulations Part 91, 14 C.F.R. Sections 91 and/or 135.
5.2 Lessee shall not use or allow the Aircraft to be used for
the transportation of any substance not approved by any applicable operations
specifications.
5.3 Lessee acknowledges and agrees that it is the holder of a
Part 135 operating certificate and is the operator, as that term is defined
within Part 135 of the Aircraft by reason of this Agreement
5.4 Lessee shall have operational control for all flights
conducted under this Agreement. Operational control, as defined in 14 C.F.R.
Paragraph 1.1, means the exercise of authority over initiating, conducting, or
terminating a flight, subject to the Pilot-in-Command's authority for all
safety of flight matters.
6. SPECIAL PROVISIONS
Lessee hereby agrees to comply with the provisions of 14 C.F.R.
Section 91.23, including but not limited to, the following:
6.1 Prior to operating the Aircraft pursuant to this Agreement,
and within six (6) business days after the execution of this Agreement, Lessee
shall forward a true and correct copy of this Agreement to:
Aircraft Registration Branch
Attention: Technical Section
X.X. Xxx 00000
Xxxxxxxx Xxxx, XX 00000
6.2 Lessee shall carry a copy of this Agreement aboard the
Aircraft at all times and Lessee shall make such copy available to the
Administrator of the Federal Aviation Administration upon request.
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6.3 No later than forty-eight (48) hours prior to the first
flight of the Aircraft pursuant to this Agreement, unless otherwise authorized
by such office, Lessee shall notify by telephone or in person the FAA Flight
Standards District Office nearest the airport where the first flight of the
Aircraft pursuant to this Agreement will originate of the location of the
airport of departure, the departure time, and the registration number of the
Aircraft.
7. INSURANCE
Prior to the operating of the Aircraft pursuant to this Agreement,
Lessee shall purchase public liability, property damage, liability and hull
insurance for the Aircraft. Lessee shall maintain at all times during the term
of this Agreement, at no cost or expense to Lessor, single limit public
liability and property damage, liability and hull insurance in a minimum amount
of Twenty Five Million Dollars ($25,000,000.00) and all such insurance shall
name Lessor as an additional insured party and shall waive subrogation rights.
The geographic limits set out in such insurance shall include, at a minimum, all
territories over which the Aircraft may be operated. The Parties shall not be
liable to each other for consequential or incidental damages in connection with
this Agreement nor for an insured loss to the Aircraft.
8. COMPLIANCE WITH LAWS AND REGULATIONS
At their own expense, except as otherwise stated herein,
Lessors and Lessee shall comply with all laws, orders, and requirements of all
governmental entities applicable to them with reference to the use of the
Aircraft. Lessors' and Lessee's agents, employees, and invitees shall fully
comply with any and all rules and regulations governing the use of the Aircraft.
Notwithstanding any other terms of this Agreement, Lessee shall be solely
responsible and liable for any and all fines, penalties or forfeitures imposed
by any and all governmental entities or agencies for violations of any law,
order, regulation or requirement which may occur on any Flight.
9. LIENS
Lessee shall be solely liable for and hereby agrees to discharge
promptly any liens, claims, or demands that may attach to the Aircraft in
connection with or as a result of Lessee's operation or storage of the Aircraft.
However, Lessee shall not be responsible for any liens, claims, or demands
resulting from any act or omission of Lessors.
10. CORPORATE AUTHORITY
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The Parties to this Agreement, being corporations, each represent to
the other that this Agreement and the transactions contemplated herein and the
execution and delivery hereof have been duly authorized by all necessary
corporate actions, including, but not limited to, actions on the part of the
directors, officers, and agents of the corporation. Furthermore, the Parties
represent that all appropriate and necessary corporate actions were taken to
authorize the obligations set forth herein.
11. GENERAL PROVISIONS
11.1 APPLICABLE LAW.
This Agreement shall be construed and enforced under and in
accordance with and shall be governed by the laws of the State of Colorado, and
applicable laws of the United States. The Parties agree that venue for purposes
of any and all lawsuits, causes of action, or other disputes shall be in
Arapahoe County, Colorado.
11.2 ASSIGNMENT
11.2.1 Lessee shall not assign this Agreement without first
obtaining the written consent of Lessors, which consent shall not be
unreasonably withheld.
11.2.2. All provisions of this Agreement shall extend to and
bind, or insure to the benefit of each and every one of the representatives,
successors and assigns of each Lessor and the Lessee.
11.2.3. In the event Lessor should default in any of its
obligations to Textron, as that entity is defined in Section 14.2 herein, then,
in that event, Lessor shall assign this Agreement, its rights and obligations
hereunder, to Textron.
11.3 WAIVER OF BREACH.
The waiver by Lessor of any breach of any provision of this Agreement
shall not constitute a continuing waiver or a waiver of any subsequent breach of
the same or different provision of this Agreement.
11.4 RIGHTS AND REMEDIES CUMULATIVE.
The rights and remedies created by this Agreement are
cumulative and the use of any one right or remedy by the Parties hereto shall
not preclude or waive their rights to use any or all other remedies. Said rights
and remedies are given in addition to any other rights which the Parties may
have by law, statute, ordinance, or otherwise.
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11.5 LEGAL CONSTRUCTION.
In case any one or more of the provisions contained in this
Agreement shall for any reason be held to be invalid, illegal, or unenforceable
in any respect, such invalidity, illegality, or unenforceability shall not
affect any other provision hereof and this agreement shall be construed as if
such invalid, illegal, or unenforceable provision had never been contained
herein.
11.6 COMPLETE AGREEMENT.
This Agreement contains the entire agreement of the Parties
and there are no representations, inducements, promises, agreements,
arrangements, or undertakings, oral or written, between the Parties to this
Agreement other than those set forth in this Agreement and that certain Purchase
Agreement dated October 19, 2001, all duly executed in writing. No agreement of
any kind shall be binding upon either party unless and until the agreement has
been made in writing and duly executed by both Parties. Upon execution of this
Agreement and that certain Purchase Agreement dated October 19, 2001, by the
Parties, all previous agreements, contracts, oral understandings,
representations, arrangements, or undertakings of any kind, oral or written,
respecting the subject matter of this Agreement are hereby superseded and
cancelled and all claims and demands not contained in this Agreement are deemed
fully completed and satisfied.
11.7 AMENDMENT.
No amendment, modification, or alteration of the terms hereof
shall be binding unless it is in writing, dated subsequent to the date hereof,
and signed by the Parties hereto.
11.8 NOTICES.
Notices required to be given to either party under this
Agreement shall be considered to have been delivered on the date on which such
notice is personally delivered to the other party, or three (3) days after such
notice is deposited with the United States Postal Service, first-class,
registered or certified mail, return receipt requested, postage prepaid,
addressed to the party at the following address:
If to Lessors:
Global Air Rescue, Inc., and/or
Air Response North, Inc.
c/o CyberCare, Inc.
0000 Xxxxxxx Xxxxx Xxxxx, Xxx. 0000
Xxxxxxx Xxxxx, XX 00000
Attn.: President
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Attn.: Xxxxxx Xxxxxx
If to Lessee:
Global Air Charter, Inc.
0000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxx, Xxxxxxxx 00000
Attn: Xxxxx Xxxxx
Either of the Parties may change the address to which notices are to be
sent by giving the other party written notice as provided in this Paragraph.
11.9 ATTORNEYS' FEES.
Any signatory to this Agreement who is the prevailing party in
any legal proceeding against any other signatory brought under or with relation
to this Agreement or this transaction shall be additionally entitled to recover
costs of court, reasonable attorneys' fees, and all other costs of litigation,
including, but not limited to, deposition, travel, and witness costs, from the
non-prevailing party.
11.10 REPRESENTATIONS.
No representations, promises, guarantees or warranties were
made to induce either party to execute this Agreement other than those expressly
stated in this Agreement.
11.11 MULTIPLE COUNTERPARTS.
This Agreement may be executed in counterparts, each of which
shall be deemed an original and all of which when taken together shall
constitute but one and the same Agreement. In the event a comparison of the
multiple agreements reveals that the Agreement contains differences or
inconsistencies, then the Agreement which is first executed and signed by the
Parties shall be deemed the original Agreement and all other Agreements,
although duly signed by the Parties, shall be deemed inferior and subordinate to
the first signed Agreement.
11.12 FURTHER ASSURANCES.
The Parties agree that they shall take any and all necessary
steps, sign and execute any and all necessary documents or agreements required
to implement the terms of this Agreement, and each party hereby agrees to
refrain from taking any action, either expressly or impliedly, directly or
indirectly, which would have the effect of prohibiting or hindering any other
party to this Agreement in its performance of its obligations hereunder.
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11.13 FORCE MAJEURE.
11.13.1 Lessors and Lessee shall not be liable or responsible
to each other for any delay, loss, failure, or inability to perform its
obligations as described herein which is caused by "force majeure." The term
"force majeure" includes but is not limited to acts of God, strikes, acts of a
public enemy, wars, mines or other items of ordinance, blockages, public
rioting, lightning, fire, hurricanes, floods, storms, explosions, inability to
obtain materials, supplies, labor permits, servitudes, or rights of way, acts or
restraints of any governmental authority, epidemics, landslides, lightning
storms, earthquakes, washouts, arrests, restraints of rulers and peoples, civil
disturbances, breakage or accident to machinery or lines of equipment, temporary
failures of equipment, freezing of equipment, and any other causes, whether of
the kinds specifically enumerated above or otherwise, which are not reasonably
within the control of the Parties and which by the exercise of due diligence
could not reasonably be prevented or overcome.
11.13.2 In the event time limits are not met under this
Agreement as a result of "force majeure," the party whose performance is due
shall have an extension of the time limit or deadline equal to the number of
days for which the "force majeure" condition existed, but not to exceed thirty
(30) days from the date upon which the "force majeure" first manifested. After
the "force majeure" condition has ended, the Agreement shall continue under the
same operations and circumstances as existed prior to the "force majeure" event.
11.13.3 Events reasonably within the control of the respective
party shall not constitute "force majeure" and shall be remedied with the
exercise of due diligence. The Parties shall use all reasonable means to remove
all contingencies affecting the performance of this Agreement as quickly as is
reasonably possible. This clause does not relieve any party from its obligations
to make any payments of amounts then due for previous work or obligations
contemplated and performed under this Agreement, and neither Parties' time for
performance shall be extended for any event which is reasonably within the
control of such party.
11.14 NO JOINT VENTURE.
Nothing contained in this Agreement shall in any way create
any association, partnership, or joint venture relationship between the Parties
hereto or be construed to evidence the intention of the Parties to constitute
such.
11.15 CONFIDENTIALITY.
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The Parties agree to use commercially reasonable efforts to
hold in confidence any information they may gain regarding the other party's
security or business plans.
12. FLIGHT CREW
During the term of this Agreement, Lessee shall have sole and
exclusive discretion in assigning and utilizing flight crew members qualified
under applicable rules and regulations to perform flight operations under this
Agreement. Lessee shall be responsible for the providing of and compliance with
all chart requirements, weather information, recurrent training requirements,
employee benefits, worker's compensation expenses, rules, regulations,
bulletins, or other procedures required by the manufacturer of the Aircraft, the
Federal Aviation Administration or any other governmental entity having
jurisdiction hereof. Nothing shall be construed herein to create or otherwise
establish an employer/employee relationship between Lessors and any entity
and/or person providing pilot services by reason of this Agreement.
13. TAXES
Each party hereto shall be responsible for any and all taxes or
other similar charges incurred by such party in connection with this Agreement,
including, without limitation, all income, sales, use, franchise, excise, gross
receipts or business personal property taxes, imposed by national, state,
municipal or other political subdivision or taxing authority or governmental
agency which relate in any way to the ownership and/or operation of the
Aircraft, other than those associated with Lessee's operation of the Aircraft
hereunder, including, without limitation, income, sales, use, excise, gross
receipts, business personal property, franchise, stamp or other taxes, imposts,
duties, and charges together with any penalties, fines or interests thereon,
which are solely the responsibility of Lessee.
14. OPTION TO PURCHASE/FIRST RIGHT OF REFUSAL
14.1 At any time during the term of this Agreement, with written
notice from Lessee to Lessor, and at Lessee's sole and exclusive discretion,
Lessor agrees to sell and to deliver to Lessee, all of Lessor's right, title
and interest in and to any Aircraft, and all equipment, spare parts,
accessories, instruments, components, flight records, maintenance records,
manuals, logbooks, diagrams, drawings and data in Lessor's actual or
constructive possession (collectively "Aircraft Documents") (all of the
foregoing items shall be collectively referred to herein as
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the "Aircraft"). Lessor further agrees and acknowledges that the foregoing
represents an unequivocal obligation to sell the Aircraft to Lessee should
Lessee elect to exercise its option to purchase the Aircraft.
14.2 The total purchase price for the Aircraft shall be the
"Payoff" amount, to be determined by Textron, Inc. ("Textron"), in United
States Dollars, calculated for the month during which Lessee elects to
exercise its option to purchase the Aircraft. The payoff amount shall be equal
to the amount required to payoff any indebtedness owed by Lessor to Textron,
including all principal, interest, and pre-payment penalties, if any, in
connection with Lessor's financing and/or acquisition of the Aircraft.
14.3 Should Lessee elect to purchase the Aircraft, Lessors shall
be solely responsible for ensuring that the Aircraft is delivered with all
systems, engines and installed equipment in airworthy condition as defined in
this paragraph 14.3 herein, and title to the Aircraft purchased, which shall
be free and clear of any and all liens, encumbrances and/or claims whatsoever.
Further, the Aircraft shall be delivered with the aircraft log books (original
and complete), engine covers, loose equipment, maintenance records, 337
records, STC and component overhaul documentation, wiring diagrams, manuals,
accessories, spare parts, and all other ancillary parts and equipment
associated with the Aircraft, which Lessors have in their actual or
constructive possession or are required by applicable laws to possess and
maintain. "Airworthy condition" and "airworthiness" in connection with this
Agreement means, without limitation, that the Aircraft has a current and valid
Certificate of Airworthiness issued by the Federal Aviation Administration,
that the Aircraft and the Engines are in compliance with all maintenance and
inspection requirements of the Federal Aviation Administration and the
Aircraft manufacturer, including Airworthiness Directives and mandatory
Service Bulletins that have been issued with respect to the Aircraft and the
Engines, that no airworthiness discrepancies exist that require rectification
prior to the Aircraft and the Engines being returned to service by Lessee,
that the Aircraft and the Engines meet the respective manufacturer's minimum
requirements for airworthiness per the manufacturer's maintenance manuals, and
that the Aircraft and the Engines meet the manufacturer's required inspection
criteria as defined by the appropriate factory inspection procedures manuals.
14.4 Should Lessee elect to purchase the Aircraft, Lessor will
use commercially reasonable efforts to transfer any ancillary operational or
maintenance related contracts to Lessee, paid to delivery date (e.g.
computerized aircraft maintenance programs, for example but without limitation
any applicable manufacturer's
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maintenance program applicable to the Aircraft), as well as any pilot and/or
maintenance training programs of any kind. Any and all subscription services
related to equipment installed on the Aircraft, such as electronic database
updates, and maintenance plans of any kind, etc., will be paid by Lessor to
delivery date and thereafter transferred to Lessee. All warranties which are
in existence and assignable shall then also be assigned to Lessee.
14.5 Lessor may elect to sell the Aircraft to a third party
purchaser (the "Third Party") during the term of this Agreement. Following
Lessor's acceptance of an offer from a Third Party, Lessor may not make any
sale of the Aircraft or its interest therein, or any rights relating thereto,
without Lessor first offering the Aircraft to Lessee on the same terms and
conditions as those offered to and accepted by the Third Party and the
Lessors. Such terms and conditions shall include a proposed purchase price
equal to or in excess of the Payoff amount for the Aircraft proposed to be
sold. Such offering to the Lessee shall be in writing and shall be subject to
acceptance for no more than thirty (30) days from the date of receipt of the
offer by Lessee. Should Lessee decline to exercise its right to accept the
offer, Lessor shall have the option to sell the Aircraft to the original
proposed Third Party; provided, however, that such sale is on the same terms
and conditions as originally offered to such Third Party and to Lessee. Any
attempted sale made in violation of this Agreement shall be null and void, and
the party to whom any prohibited sale is made shall not be entitled to have an
FAA Xxxx of Sale recorded with the FAA.
15. REPRESENTATIONS AND WARRANTIES OF LESSORS
Lessors hereby represents and warrants as follows:
15.1 Lessors represents that they are the owners of the Aircraft
and are authorized to lease and to convey title to the Aircraft, and that,
should Lessee elect to purchase the Aircraft, that the execution and delivery
of an FAA Xxxx of Sale shall convey to Lessee good and marketable title to the
Aircraft, free and clear of any and all liens and encumbrances of any kind.
15.2 Lessors are corporations organized and validly existing under
the laws of the states of Florida and Delaware, possessing perpetual
existence, having the capacity to xxx and be sued in their own name, has full
power, legal right and authority in all respects to carry on their business as
currently conducted, and to execute, deliver and perform and observe the
provisions of this Agreement.
15.3 The execution, delivery, and performance by Lessors of this
Agreement have been duly authorized by all necessary actions of any legal
entity on behalf of Lessors and do not conflict with or result in any
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breach of any of the terms or constitute a default under any document,
instrument, or agreement to which Lessors are a party.
15.4 This Agreement constitutes the legal, valid, and binding
obligations of Lessors enforceable against Lessors in accordance with its
terms.
16. REPRESENTATIONS AND WARRANTIES OF LESSEE
Lessee hereby represents and warrants as follows:
16.1 Lessee is a corporation organized and validly existing under
the laws of the state of Florida, possessing perpetual existence, having the
capacity to xxx and be sued in its own name, has full power, legal right and
authority in all respects to carry on its business as currently conducted, and
to execute, deliver and perform and observe the provisions of this Agreement.
16.2 The execution, delivery, and performance by Lessee of this
Agreement have been duly authorized by all necessary actions of any legal
entity on behalf of Lessee and do not conflict with or result in any breach of
any of the terms or constitute a default under any document, instrument, or
agreement to which Lessee is a party.
16.3 This Agreement constitutes the legal, valid, and binding
obligations of Lessee enforceable against Lessee in accordance with its terms.
17. EXECUTION
This Agreement is signed, accepted and agreed to by the Parties by and
through the Parties or their agents or authorized representatives. The Parties
hereby acknowledge that they have read and understood each provision, term, and
obligation contained in this Agreement. This Agreement, although drawn by one
party, shall be construed fairly and reasonably and not more strictly against
the drafting party than the non-drafting party. The Parties further acknowledge
that they have executed this legal document voluntarily and of their own free
will.
18. TRUTH IN LEASING
18.1 The Aircraft has been maintained and inspected pursuant to
the provisions of Federal Aviation Regulations Parts 43, 91 and/or 135, 14
C.F.R. Sections 43, 91 Subpart E, and 135, during the twelve (12) months
preceding the execution of this Agreement. In contemplation of and pursuant to
the provisions of this
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Agreement, the Aircraft shall be brought into compliance with or continue to
be maintained in accordance with the applicable maintenance and inspection
requirements of 14 C.F.R. Sections 91 and/or 135.
18.2 The person/entity responsible for operational control of the
Aircraft while operating under the provisions of 14 C.F.R. Sections 91 and/or
135 ET. SEQ. pursuant to this Agreement is:
Global Air Charter, Inc.
0000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxx, Xxxxxxxx 00000
Attn: Xxxxx Xxxxx
18.3 The entity identified in preceding paragraph 18.2 is
responsible for operational control of the Aircraft under this Agreement; and
further certifies and understands that it is responsible for compliance with
all applicable Federal Aviation Regulations.
18.4 An explanation of factors bearing on operational control and
pertinent Federal Aviation Regulations can be obtained from the nearest
Federal Aviation Administration Flight Standards District Office.
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IN WITNESS WHEREOF,
The Parties hereto have executed this Master Aircraft Lease Agreement with
Option to Purchase to be effective as of the Effective Date.
LESSORS
GLOBAL AIR RESCUE, INC.
By: /s/ Xxxxxx Xxxxxx
------------------------------
Print: Xxxxxx Xxxxxx
---------------------------
Title: President
---------------------------
Date: 9-30-01
----------------------------
AIR RESPONSE NORTH, INC.
By: /s/ Xxxxxx Xxxxxx
------------------------------
Print: Xxxxxx Xxxxxx
---------------------------
Title: President
---------------------------
Date: 9-30-01
----------------------------
LESSEE
GLOBAL AIR CHARTER, INC.
By: /s/ Xxxxxx Xxxxxx
------------------------------
Print: Xxxxxx Xxxxxx
---------------------------
Title: President
---------------------------
Date: 9-30-01
----------------------------
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