XXXX 2065 JET RANGER III
HELICOPTER LEASE AGREEMENT
THIS HELICOPTER LEASE AGREEMENT (the "LEASE"), made and entered into
as of the 14th day of September, 1989, by and between BETACO, INC., a Delaware
corporation whose mailing address is X.X. Xxx 00000, Xxxxxxxxxxxx, Xxxxxxx
00000 (hereinafter referred to as "LESSOR"), and AMERICAN TRANS AIR, INC., an
Indiana corporation, with its office at 0000 Xxxx Xxxxxxxxxx Xxxxxx,
Xxxxxxxxxxxx, Xxxxxxx 00000 (hereinafter referred to as "LESSEE").
W I T N E S S E T Hi
WHEREAS, LESSOR desires to LEASE to LESSEE a certain Hell 206B Jet
Ranger III Helicopter, Serial Xx. 0000, Xxxxxxxxxxxx Xx. X00000, including the
Xxxxxxx 250C- 208 engine and other appliances, communications equipment,
accessories, instruments, parts and other items of equipment installed therein
and all logs and records pertaining thereto (the "AIRCRAFT"); and
WHEREAS, LESSEE desires to lease the AIRCRAFT from LESSOR;
NOW, THEREFORE, in consideration of the mutual covenants and
agreements herein contained, the parties hereto do hereby agree as follows:
1. TERM
LESSOR does hereby lease AIRCRAFT to the LESSEE and said LEASE of
said AIRCRAFT shall commence on the 14th day of September, 1989, and shall
continue indefinitely thereafter subject to cancellation by either party on
not less than six months' prior written notice.
2. RENTAL AND OTHER CHARGES
The LESSEE agrees to pay for the full term of this LEASE for the
above-described AIRCRAFT as follows:
A. The sum of Seven Thousand Dollars ($7,000.00) per month in advance
for each month during the term hereof.
B. Said rental sums shall be paid on or before the first business day
of each calendar month to LESSOR at the above-stated address, or as
otherwise directed by LESSOR. The first monthly payment shall be due
on or before October 1, 1989, which payment shall include the pro
rata amount due for September, 1989.
C. In addition to the above, Lessee shall make a security deposit with
Lessor equal to one month's rent. Such payment shall be made on or
before October 1, 1989.
D. The AIRCRAFT will have a current U.S. registration and U.S.
Certificate of Airworthiness and will have all applicable current
mandatory airworthiness directives performed on it.
4. TERMINATION
Upon termination of this LEASE, LESSEE shall return the AIRCRAFT to
LESSOR at Indianapolis, Indiana, or at some other point to be mutually agreed.
Upon such return, the AIRCRAFT shall be in the same condition as when
delivered to LESSEE, and equipped with the same or better equipment, except
for reasonable wear and tear for ordinary use subject to the provisions
herein.
LESSEE shall, not less than one (1) day or more than four (4) days
prior to the termination of the LEASE, make the AIRCRAFT available to LESSOR
at Indianapolis, Indiana, or at such other airport as shall be agreeable to
LESSOR, for the purpose of permitting LESSOR to make an inspection of the
AIRCRAFT. At such inspection, LESSOR shall be entitled to an acceptance flight
check of not more than one hour's duration, at LESSEE'S expense, and LESSEE
will at its own expense and at LESSOR'S request, correct any condition of said
AIRCRAFT discovered on such acceptance check, which condition makes the
AIRCRAFT unairworthy. In the event rehabilitation and repairs are necessary to
return the AIRCRAFT to the prescribed condition, the terms of this LEASE shall
be deemed extended for the period required to enable LESSEE to make such
rehabilitation, repairs, and correction (herein referred to as "Correction").
In the event the LESSEE does not proceed promptly to make such Correction, the
LESSOR may retake possession. of the AIRCRAFT and rental shall thereafter
continue to be payable to the LESSEE for the period reasonably required for
the making of such Correction. Rent shall be paid by the LESSEE to the LESSOR
on a pro-rata basis per day for such additional periods.
In the event the AIRCRAFT during the term of this LEASE should be
lost or totally destroyed and LESSOR shall have received payment in full for
all loss or damage sustained by LESSOR by reason of said total destruction,
then this LEASE shall automatically be cancelled and terminated as of the date
of such loss and LESSEE shall be obligated to pay only the pro rata rental due
to the date of such loss. In the event of a partial loss, the rental shall be
unabated, and if the time necessary to repair the AIRCRAFT goes beyond the
termination date of the LEASE, this LEASE shall be extended to provide
sufficient time to repair the AIRCRAFT and full rental shall be paid during
this extended period.
5. MAINTENANCE AND OTHER EXPENSES
LESSEE shall, at LESSEE's sole cost and expense, perform all
required maintenance on the AIRCRAFT during the term hereof.
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6. LOG BOOKS AND RECORDS
LESSEE shall maintain all log books and records pertaining to said
AIRCRAFT during the term of this LEASE and will return and deliver said log
books and records to LESSOR upon return of said AIRCRAFT to LESSOR, and will
during the term of this LEASE make them available for inspection by LESSOR or
its duly authorized agents or representatives.
7. COSTS OF INSPECTION, DIRECTIVES, ETC.
Except as provided elsewhere in this LEASE, all inspection, repairs,
modifications, directives and overhaul work shall be accomplished by the
LESSEE and shall be performed at LESSEE's expense by personnel duly licensed
to perform such work and shall be in accordance with the standards of the
manufacturer and with all applicable governmental regulations.
8. ALTERATIONS AND MODIFICATIONS
Subject to the terms of this LEASE, LESSEE shall have the right to
alter, modify or make additions and improvements to the AIRCRAFT after having
obtained the prior consent of LESSOR, provided that such alterations,
modifications, additions, or improvements do not reduce the value of the
AIRCRAFT.
9. USE OF AIRCRAFT
LESSEE may operate the AIRCRAFT only by pilots holding valid Federal
Aviation licenses, certificates and qualifications, and shall not use the
AIRCRAFT in violation of any foreign, federal, state, territorial, or
municipal law or regulation and shall be solely responsible for any fines,
penalties or forfeitures and taxes occasioned by any violation thereof, and if
such fines or penalties are imposed upon LESSOR and paid by it, LESSEE shall
reimburse it therefore within ten (10) days after demand by LESSOR. LESSEE
agrees that in the event of seizure of the AIRCRAFT under the provisions of
Title 49 of the United States Code, Section 1473, it will indemnify the LESSOR
for the payment of any civil penalty assessed under such title and section and
shall, in the event of such seizure post bond in such amount and with such
terms as shall be required to cause the immediate release of the AIRCRAFT of
LESSOR.
10. NO LIENS OR ENCUMBRANCES
LESSEE shall have no right to consent to, allow, or permit any liens
or encumbrances on the AIRCRAFT. LESSEE shall promptly pay and discharge all
taxes, assessments, and governmental charges or levies imposed upon the
AIRCRAFT. Upon LESSEE's default in the discharge of any such taxes,
assessments or encumbrances, LESSOR may
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do so at LESSEE'S expense and charge same to LESSEE, and such cost and expense
thereof shall become due and payable on demand of LESSOR.
LESSEE shall have absolute control, direction and responsibility
for, and shall bear and pay all costs of operating and maintaining the
AIRCRAFT, subject to LESSOR'S responsibilities as noted in paragraph 5 above,
including excise taxes, gasoline taxes, licensing fees, landing fees, or any
other airport fees, or any other operating expenses of whatever nature and
kind as set out herein. LESSEE shall have responsibility for and shall
promptly, on a pro rata basis, reimburse LESSOR for Federal use taxes incurred
by the AIRCRAFT during the term of this LEASE. The taxes, levies and charges
which LESSEE undertakes to pay under this paragraph are, except with respect
to the Federal use tax, limited to those arising out of LESSEE'S operation
only and shall exclude such costs which relate to LESSOR'S interest, ownership
or income from the AIRCRAFT or from this LEASE.
11. INDEMNIFICATION
LESSEE agrees and covenants to indemnify, hold harmless and defend
LESSOR, its directors, officers, agents and employees and any mortgagees of
the AIRCRAFT against any and all expenses, loss or damages, including
reasonable attorneys' fees, caused by or arising out of, in whole or in part,
the possession, management or operation of the AIRCRAFT by LESSEE and/or its
sublessees, bailees, agents, or representatives. The expenses, loss or damages
referred to in this paragraph do not include loss of earnings or income of
LESSOR.
12. INSPECTION
LESSEE agrees to permit LESSOR or its duly authorized agent to
inspect the AIRCRAFT at any reasonable time, and to furnish to LESSOR or its
duly authorized agent any information in respect to the AIRCRAFT and its use
that LESSOR may reasonably request.
13. ASSIGNMENT
LESSEES shall not assign its rights under this LEASE or delegate its
duties under this LEASE without the prior written consent of the LESSOR. Any
sublease, if agreed to in writing by LESSOR, shall contain the same terms and
conditions as this LEASE, and nothing therein shall relieve LESSEE of its
liability to LESSOR hereunder.
14. INSURANCE
LESSOR shall at all times during the term of this LEASE and any
extensions thereof, carry and maintain insurance with such insurers and
brokers as shall be satisfactory to LESSEE; and the LESSOR, LESSEE and First
of America - Indianapolis, or any other
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lending institution designated by LESSOR, shall be named as loss payees as
their interests may appear in the following amounts:
A. General liability insurance of not less than Fifty Million Dollars
($50,000,000.00) per occurrence.
X. XXXXXX shall provide LESSEE with proof of the above insurance on
demand.
C. In the event of the occurrence of any loss or accident affecting the
rights of either party under said insurance policies, LESSEE and
LESSOR, their agents, or employees shall comply with all the terms
and conditions of said insurance policies and do all things
necessary or proper to protect and preserve the other party's rights
as named insured on said policies.
D. LESSEE agrees to pay the cost of carrying and maintaining insurance
on the AIRCRAFT subject to the reimbursement provisions of paragraph
5 above.
15. 90 WARRANTIES OR REPRESENTATIONS
LESSOR MAKES NO WARRANTIES OR REPRESENTATIONS AS TO THE CONDITION,
MERCHANTABILITY OR FITNESS OF THE AIRCRAFT FOR ANY PARTICULAR PURPOSE. LESSOR
SHALL NOT BE LIABLE ?OR ANY DEFECTS, EITHER LATENT OR PATENT, IN SAID
AIRCRAFT, OR FOR ANY CONSEQUENTIAL DAMAGE THEREFROM, AND LESSEE WAIVES ALL
WARRANTIES AND ALL OBLIGATIONS AND LIABILITIES THEREUNDER, EXPRESS OR IMPLIED,
AND ALL OTHER OBLIGATIONS AND LIABILITIES OF LESSOR WITH RESPECT TO THE
CONDITION OR AIRWORTHINESS OF SAID AIRCRAFT OR FOR CONSEQUENTIAL DAMAGE
RESULTING THEREFROM. NOTHING HEREUNDER SHALL EXCLUDE LESSOR'S OBLIGATIONS
UNDER ITS EXPRESS REPRESENTATIONS AND UNDERTAKINGS OF THIS LEASE AGREEMENT.
16. TITLE OF LESSOR
LESSOR warrants that it has sufficient title to said AIRCRAFT and
has the right and power to enter into this LEASE.
17. NOTICES
Service of all notices under this LEASE shall be sufficient if given
in writing and delivered personally to the parties subscribing below, or sent
by certified mail to the parties at their addresses herein above set forth, or
at such addresses as the parties may provide for in writing from time to time.
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18. NO WAIVER OF BREACH
The failure of LESSOR or LESSEE instances to insist upon strict
performance more of the covenants or conditions hereof, or to remedy,
privilege or option herein conferred upon LESSOR or LESSEE, shall not be
construed as a waiver of any future breach of any covenants or conditions or
of the right to enforce the same or to exercise such privilege, option, or
remedy, but the same shall continue in full force and effect.
19. TIME IS OF THE ESSENCE
Time is of the essence of this LEASE and each and every, of its
provisions herein. This LEASE shall be binding upon and inure to the benefit
of the parties hereto and their respective successors and assigns.
20. GOVERNING LAWS
This LEASE, regardless of where construed and performance shall be
determined laws of the State of Indiana.
21. DEFAULT
If LESSEE defaults in any terms, covenants and conditions of this
LEASE, LESSOR at its option, upon ten (10) days' prior written notice to
LESSEE, may elect to terminate this LEASE, and said LEASE shall be terminated
at the end of said ten (10) day period unless LESSEE shall correct the default
within said period. In the event of such termination, LESSEE shall return said
AIRCRAFT to LESSOR at the place designated hereinbefore for return at the end
of said LEASE term, and the LESSOR shall further have the right:
A. To declare the entire amount of rent hereunder immediately due and
payable without further notice or demand to LESSEE.
B. To xxx for and recover all rents and other payments it has accrued
or will thereafter accrue with respect to the AIRCRAFT.
C. To take possession of the AIRCRAFT without further demand or notice
wherever same may be located, without any court Order or other
process of law and LESSEE hereby waives any and all damages
occasioned by said possession.
D. To pursue any other remedy either in law or equity.
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22. INSOLVENCY OF LESSEE
In the event of any act of insolvency by the LESSEE, including the
application for or consent to the appointment of a receiver, trustee or
liquidator for all or for a substantial part of its assets; or if the LESSEE
shall be unable, or admit in writing its inability to pay its debts as they
mature; or make a general assignment for the benefit of creditors; or be
adjudicated as bankrupt or insolvent; or file a voluntary petition in
bankruptcy or a petition or answer seeking reorganization or an arrangement
with creditors or to take advantage of any insolvency law; or file an answer
admitting the material allegations of, or consent to, or default in answering,
a petition filed against it in any bankruptcy reorganization or insolvency
proceeding; or take any action under the laws of any applicable jurisdiction
analogous to any of the foregoing; or if corporate action shall be taken by it
for the purpose of effecting any of the foregoing, then and in that event
LESSOR shall have and may exercise any one or more of the remedies set forth
herein, and at the option of LESSOR, this LEASE may be terminated without
prior notice.
IN WITNESS WHEREOF, the parties have authorized this LEASE to be
executed by their respective officers as of the day and year first-above
written.
LESSOR:
BETACO, INC.
By
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J. Xxxxxx Xxxxxxxxx, President
LESSEE:
AMERICAN TRANS AIR, INC.
By
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Xxxxx X. XxXxxxx, Secretary
