EXHIBIT 10.22
AIRCRAFT DRY LEASE
This Lease of aircraft is made effective as of July 1, 1997, by and between
Equipment Management Systems, LLC, a Mississippi limited liability company, with
an address of Bank of Mississippi Building, 000 Xxxx Xxxxxxx Xxxxxx, Xxxxx 000,
Xxxxxxx, Xxxxxxxxxxx 00000 (hereinafter referred to as "LESSOR") and HAM Marine,
Inc., a Mississippi corporation, with an address of 3500 Port Authority Road,
X.X. Xxx 00, Xxxxxxxxxx, Xxxxxxxxxxx 00000 (hereinafter referred to as
"LESSEE").
RECITALS
The parties recite that:
A. WHEREAS, Lessor is the registered owner of the following aircraft,
together with the Engines, APU(s) 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 such Aircraft (hereinafter
collectively referred to as the "AIRCRAFT"):
FAA Registration Number: N80BR
Aircraft Serial Number: 258012
Aircraft Manufacturer: British Aerospace BAE
Aircraft Model: 125 Hawker 800A
Aircraft Year: 1984
B. WHEREAS, Lessee desires to lease the Aircraft under such terms and
conditions as are mutually satisfactory to the parties.
The parties agree as follows:
SECTION ONE
LEASE OF AIRCRAFT
Lessor agrees to lease the Aircraft to Lessee on a nonexclusive basis.
Lessee shall pay Lessor as basic rent for the Aircraft, the amount of Fifty
Thousand and 00/100 Dollars ($50,000.00) per month, payable in advance, on the
first day of each month. The first payment of basic rent is due upon the
commencement date of this Lease. Rent for any fractional month at the beginning
or the end of the term of this Lease shall be prorated. It is the intention of
the parties and they hereby agree that this shall be an absolutely net lease and
Lessor shall have no obligation to provide any services, perform any acts or pay
any expenses, charges, obligations or costs of any kind whatsoever with respect
to the Aircraft and Lessee hereby agrees to pay any and all such expenses,
charges, obligations and costs.
It shall be conclusively presumed between the parties that Lessee has fully
inspected the Aircraft having knowledge that it is in good condition and repair
and that Lessee is satisfied with and has accepted the Aircraft in such
condition and repair. THE AIRCRAFT IS LEASED "AS IS" AND "WHERE IS." LESSOR
HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN,
INCLUDING FITNESS FOR A PARTICULAR PURPOSE.
SECTION TWO
TERM
This Lease will commence on the date first above written and continue for
one year after said date. Thereafter, this Lease will be automatically renewed
on an annual basis, unless sooner terminated by either party as hereinafter
provided. Either party may at any time terminate this Lease upon thirty (30)
days written notice to the other party, delivered
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personally or by certified mail, return receipt requested, at the address for
said other party as set forth above.
SECTION THREE
COMMERCIAL OPERATION RESTRICTION
Neither Lessee nor Lessor will make the Aircraft available for hire within
the meaning of the Federal Aviation Regulations. The Aircraft is to be operated
strictly in accordance with 14 C.F.R. Part 91.
SECTION FOUR
INSURANCE
At all times during the term of this Lease, Lessee will cause to be carried
and maintained physical damage insurance with respect to the Aircraft in the
amount set forth below:
Aircraft Physical Damage $6,500,000.00
(No Deductible While
In Motion or Not In Motion)
At all times during the term of this Lease, Lessee will also cause to be
carried and maintained third party aircraft liability insurance, passenger legal
liability insurance, property damage liability insurance, and medical expense
insurance in the amounts set forth below:
Combined Liability Coverage for
Bodily Injury and Property Damage
Including Passengers -
Each Occurrence $25,000,000.00
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Medical Expense Coverage -
Each Person $5,000.00
Lessee will also bear the cost of paying any deductible amount on any policy of
insurance in the event of a claim or loss.
Any policies of insurance carried in accordance with this Lease: (i) shall
name Lessor as an additional insured; (ii) shall contain a waiver by the
underwriter thereof of any right of subrogation against Lessor; (iii) shall
provide that in respect of the interests of Lessor, such policies of insurance
shall not be invalidated by any action or inaction of Lessee or any other person
and shall insure Lessor (subject to the limits of liability and war risk
exclusion set forth in such policies) regardless of any breach or any violation
of any warranty, declarations or conditions contained in such policies by Lessee
or any other person; and (iv) shall provide that if the insurers cancel
insurance for any reason whatsoever, or the same is allowed to lapse for non-
payment of premium, or if there is any material change in policy terms and
conditions, such a cancellation, lapse or change shall not be effective as to
Lessor. Each liability policy shall be primary without right of contribution
from any other insurance which is carried by Lessee or Lessor and shall
expressly provide that all of the provisions thereof, except the limits of
liability, shall operate in the same manner as if there were a separate policy
covering each insured.
Lessee will submit this Lease for approval to the insurance carrier for
each policy of insurance on the Aircraft. Lessee will arrange for a Certificate
of Insurance evidencing appropriate coverage as to the Aircraft and the
satisfaction of the requirements set forth above to be given by its insurance
carriers to Lessor.
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SECTION FIVE
RESTRICTIONS ON USE
Lessee may operate the Aircraft only for the purposes and within the
geographical limits set forth in the insurance policy or policies obtained in
compliance with this Lease. The Aircraft will be operated at all times in
accordance with the flight manual and all manufacturer's suggested operating
procedures. Furthermore, Lessee will not use the Aircraft in violation of any
foreign, federal, state, territorial, or municipal law or regulation and will be
solely responsible for any fines, penalties, or forfeitures occasioned by any
violation by Lessee. If such fines or penalties are imposed on Lessor and paid
by Lessor, Lessee will reimburse Lessor for the amount thereof within thirty
(30) days of receipt by Lessee of written demand from Lessor. Lessee will not
base the Aircraft, or permit it to be based, outside the limits of the United
States of America, without the written consent of Lessor.
The Aircraft will be flown only by certificated and qualified pilots and
will be maintained only by certificated and qualified mechanics. In the event
the insurance on the Aircraft would be invalidated because Lessee is unable to
obtain certificated and qualified pilots and mechanics, Lessee will not operate
the Aircraft until such time as certificated and qualified pilots and mechanics
are obtained and insurance on the Aircraft is made valid.
Lessee will not directly or indirectly create, incur, assume or suffer to
exist any lien on or with respect to the Aircraft. Lessee will promptly, at its
own expense, take such action as may be necessary to discharge any lien not
excepted above if the same will arise at any time.
SECTION SIX
INSPECTION BY LESSOR
Lessee agrees to permit Lessor or any authorized agent to inspect the
Aircraft at any
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reasonable time and to furnish any information in respect to the Aircraft and
its use that Lessor may reasonably request.
SECTION SEVEN
ALTERATIONS
Except in accordance with other written agreements entered into subsequent
to the date of this Lease between Lessee and Lessor regarding maintenance of the
Aircraft, Lessee will not have the right to alter, modify, or make additions or
improvements to the Aircraft without the written permission of Lessor. All such
alterations, modifications, additions, and improvements as are so made will
become the property of Lessor and will be subject to all of the terms of this
Lease.
SECTION EIGHT
MAINTENANCE AND REPAIR
Lessee, at Lessee's own cost and expense, will repair and maintain the
Aircraft during the term of this Lease so as to keep it in as good and safe
operating condition as when delivered by Lessor to Lessee, ordinary wear and
tear from use and ordinary deterioration excepted. Lessee will pay all costs
and expenses of replacement parts and accessories, including transportation
charges thereon. Lessee will be entitled to any and all salvage from broken or
worn out parts. The workers who inspect, maintain, and repair the Aircraft on
Lessee's behalf will not be employees of Lessor, but will at all times be
employees of Lessee or independent contractors, and Lessor will have no control
or authority to direct, employ, discharge or pay compensation to such employees.
Subject to the foregoing limitations, Lessee agrees to indemnify Lessor against
any liability arising from the negligent repair and
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maintenance of the Aircraft, as well as from failure to repair and maintain the
Aircraft, and also against any claim or liability arising out of the repair
work, and the delivery of material to and from the place where such repair and
maintenance work is performed.
All inspections, repairs, modifications, maintenance, and overhaul work to
be accomplished by Lessee will be performed by personnel certificated to perform
such work and will be performed in accordance with the standards set by the
Federal Aviation Regulations. Lessee will maintain all log books and records
pertaining to the Aircraft during the term of this Lease in accordance with the
Federal Aviation Regulations. Such records will be made available for
examination by Lessor, and Lessee, at the termination of this Lease, will
deliver such records to Lessor.
SECTION NINE
DEFAULT AND REMEDY
Lessee shall be in breach of this Lease if Lessee defaults in the
performance of any of its obligations under this Lease and such default
continues for five (5) days after receipt by Lessee of written notice thereof
from Lessor, unless such default shall be of such a nature that the same cannot
be completely remedied or cured within such five (5) day period, then such
default shall not be a breach of this Lease for the purposes of this Section if
Lessee shall have commenced curing such default within such five (5) day period
and shall proceed with reasonable diligence and in good faith to remedy the
default. In the event of any breach by Lessee, Lessee shall not fly the Aircraft
and Lessor shall have the right to repossess the Aircraft without further
demand, notice or court order, or other process of law and Lessor shall have the
right to terminate this Lease immediately. Exercise by Lessor of either or both
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of the rights specified above shall not prejudice Lessor's right to pursue any
remedy available to Lessor in law or equity.
Lessor shall be in breach of this Lease if Lessor defaults in its
obligations under this Lease and such default continues for five (5) days after
receipt by Lessor of written notice thereof from Lessee, unless such default
shall be of such a nature that the same cannot be completely remedied or cured
within such five (5) day period, then such default shall not be a breach of this
Lease for the purposes of this Section if Lessor shall have commenced curing
such default within such five (5) day period and shall proceed with reasonable
diligence and in good faith to remedy the default. In the event of any breach
by Lessor, Lessee shall have the right to terminate this Lease immediately and
to pursue any remedy available to Lessee in law or equity. Exercise by Lessee
of any of the rights specified above shall not prejudice Lessee's right to
pursue any other remedy available to Lessee in law or equity.
The failure of either party to enforce strictly any provision of this Lease
shall not be construed as a waiver thereof and shall not preclude such party
from demanding performance in accordance with the terms hereof.
SECTION TEN
TITLE
The registration of and title to the Aircraft will be in the name of the
Lessor, and the Aircraft, at all times during the term of this Lease or any
extension, will bear United States registration markings. All responsibility
and obligations in regard to the operation of the Aircraft as above owned,
registered, and marked will be borne by Lessee during the term of this Lease.
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SECTION ELEVEN
PAYMENT OF TAXES
Lessor will pay or cause to be paid all taxes incurred by reason of
ownership of the Aircraft during the term of this Lease, including personal
property taxes. Lessee shall pay its proportional share of personal property
taxes, based on Lessee's hours of use of the Aircraft as a percentage of the
entire number of hours of use of the Aircraft for the calendar year for which
the personal property taxes are imposed. Lessee will pay all taxes associated
with Lessee's use of the Aircraft on Lessee's own business, including landing
fees, fuel taxes, and any other taxes or fees which may be assessed against a
specific flight by Lessee.
SECTION TWELVE
ASSIGNMENT
Lessee shall not assign this Lease or any interest in the Aircraft, or
sublet the Aircraft, without prior written consent of Lessor. Subject to the
foregoing, this Lease inures to the benefit of, and is binding on, the heirs,
legal representatives, successors, and permitted assigns of the parties.
SECTION THIRTEEN
ACCIDENT AND CLAIM
Lessee will immediately notify Lessor of each accident involving the
Aircraft, which notification will specify the time, place, and nature of the
accident or damage, the names and addresses of parties involved, persons
injured, witnesses, and owners of properties damaged, and such other information
as may be known. Lessee will advise Lessor of all correspondence, papers,
notices, and documents whatsoever received by Lessee in connection with any
claim or demand involving or relating to the Aircraft or its operation, and will
aid in
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any investigation instituted by Lessor and in the recovery of damages from third
persons liable therefor.
SECTION FOURTEEN
INDEMNIFICATION
Lessee assumes liability for, and hereby agrees to indemnify, defend,
protect, save, keep and hold harmless Lessor, its successors, agents,
accountants, counsel, affiliates and assigns from and against any and all
claims, liabilities, demands, obligations, losses, damages, penalties, claims
(including without limitation, claims involving strict or absolute liability in
tort), actions, suits, costs, expenses and disbursements (including, without
limitation, reasonable legal fees and expenses) of any kind and nature
whatsoever ("CLAIMS") which may be imposed on, incurred by or asserted against
Lessor, in any way relating to or arising out of this Lease, and/or the
operation of the Aircraft, or the performance or enforcement of any of the terms
hereof, or in any way relating to or arising out of the manufacture, or, as
contemplated under this Lease, acceptance, rejection, ownership, delivery,
lease, possession, use, operation, maintenance, function, registration, sale,
return, storage, termination or other disposition of the Aircraft or any part
thereof or any accident in connection therewith (including, without limitation,
latent and other defects, whether or not discoverable). If any Claim is made
against Lessor, Lessor shall promptly notify Lessee and cooperate fully in the
defense or settlement. Whether the indemnity granted by Lessee to Lessor herein
is deemed subordinate or primary to any other indemnity to which each Lessor may
be entitled, Lessor may look solely to Lessee and need not pursue any Claims
against any third person prior to or subsequent to seeking the indemnity from
Lessee hereunder. Lessor
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shall have the opportunity, but not the obligation, to defend if Lessee fails to
assert a defense in any such Claim hereunder, the cost of which defense shall be
borne by Lessee. THE INDEMNITIES IN THIS SECTION SHALL CONTINUE IN FULL FORCE
AND EFFECT NOTWITHSTANDING THE EXPIRATION OR OTHER TERMINATION OF THIS LEASE.
SECTION FIFTEEN
RETURN OF AIRCRAFT TO LESSOR
On the termination of this Lease by expiration or otherwise, Lessee will
return the Aircraft to Lessor at Jackson International Airport (JAN), in as good
operating condition and appearance as when received, ordinary wear, tear and
deterioration excepted, and will indemnify Lessor against any claim for loss or
damage occurring prior to the actual physical delivery of the Aircraft to
Lessor.
SECTION SIXTEEN
MODIFICATION OF AGREEMENT
This Lease constitutes the entire understanding between the parties, and
any change or modification must be in writing and signed by both parties.
SECTION SEVENTEEN
NOTICES
All communications and notices provided for herein shall be in writing and
shall become effective when delivered by facsimile transmission (to Lessor at
000-000-0000 or to Lessee at 601-769-1826) or by Federal Express or other
overnight courier or four (4) days following deposit in the United States mail,
with correct postage for first-class mail prepaid, addressed to Lessor or
Lessee at their respective addresses set forth above, or else as
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otherwise directed by the other party from time to time in writing.
SECTION EIGHTEEN
GOVERNING LAW
This Lease is entered into under, and is to be construed in accordance
with, the laws of the State of Mississippi.
SECTION NINETEEN
TRUTH IN LEASING STATEMENT
THE AIRCRAFT, A BRITISH AEROSPACE BAE 125 HAWKER 800A MANUFACTURER'S SERIAL
NO. 258012, CURRENTLY REGISTERED WITH THE FEDERAL AVIATION ADMINISTRATION AS
N80BR, HAS BEEN MAINTAINED AND INSPECTED UNDER FAR PART 91 DURING THE 12 MONTH
PERIOD PRECEDING THE DATE OF THIS LEASE.
THE AIRCRAFT WILL BE MAINTAINED AND INSPECTED UNDER FAR PART 91 FOR
OPERATIONS TO BE CONDUCTED UNDER THIS LEASE. DURING THE DURATION OF THIS LEASE,
HAM MARINE, INC., 0000 XXXX XXXXXXXXX XXXX, X.X. XXX 00, XXXXXXXXXX, XX 00000,
IS CONSIDERED RESPONSIBLE FOR OPERATIONAL CONTROL OF THE AIRCRAFT UNDER THIS
LEASE.
AN EXPLANATION OF FACTORS BEARING ON OPERATIONAL CONTROL AND PERTINENT
FEDERAL AVIATION REGULATIONS CAN BE OBTAINED FROM THE NEAREST FAA FLIGHT
STANDARDS DISTRICT OFFICE.
THE "INSTRUCTIONS FOR COMPLIANCE WITH TRUTH IN LEASING REQUIREMENTS"
ATTACHED HERETO ARE INCORPORATED HEREIN BY
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REFERENCE.
I, THE UNDERSIGNED, XXXXXX X. XXXXXXX, AS PRESIDENT OF HAM MARINE, INC.,
0000 XXXX XXXXXXXXX XXXX, X.X. XXX 00, XXXXXXXXXX, XX 00000, CERTIFY THAT IT IS
RESPONSIBLE FOR OPERATIONAL CONTROL OF THE AIRCRAFT AND THAT IT UNDERSTANDS ITS
RESPONSIBILITIES FOR COMPLIANCE WITH APPLICABLE FEDERAL AVIATION REGULATIONS.
IN WITNESS WHEREOF, the parties have executed this Lease.
EQUIPMENT MANAGEMENT SYSTEMS, LLC
By:
-----------------------------
Name: X.X. Xxxxxxxx
---------------------------
Title: Member
--------------------------
--------------------------------
Date and Time of Execution
HAM MARINE, INC.
By:
-----------------------------
Xxxxxx X. Xxxxxxx, President
-----------------------------
Date and Time of Execution
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INSTRUCTIONS FOR COMPLIANCE WITH "TRUTH IN LEASING"
REQUIREMENTS
1. Mail a copy of the lease agreement to the following address via certified
mail, return receipt requested, immediately upon execution of the agreement
(14 C.F.R. 91.23 requires that the copy be sent within twenty-four hours
after it is signed):
Federal Aviation Administration
Aircraft Registration Branch
ATTN: Technical Section
X.X. Xxx 00000
Xxxxxxxx Xxxx, Xxxxxxxx 00000
2. Telephone the nearest Flight Standards District Office at least forty-eight
hours prior to the first flight under this lease agreement.
3. Carry a copy of the lease agreement in the aircraft at all times.
AIRCRAFT DRY LEASE
This Lease of aircraft is made effective as of July 1, 1997, by and between
Equipment Management Systems, LLC, a Mississippi limited liability company, with
an address of Bank of Mississippi Building, 000 Xxxx Xxxxxxx Xxxxxx, Xxxxx 000,
Xxxxxxx, Xxxxxxxxxxx 00000 (hereinafter referred to as "Lessor") and HAM Marine,
Inc., a Mississippi corporation, with an address of 3500 Port Authority Road,
X.X. Xxx 00, Xxxxxxxxxx, Xxxxxxxxxxx 00000 (hereinafter referred to as
"Lessee").
RECITALS
The parties recite that:
A. WHEREAS, Lessor is the registered owner of the following aircraft,
together with the Engines, APU(s) 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 such Aircraft (hereinafter
collectively referred to as the "Aircraft"):
FAA Registration Number: N80BR
Aircraft Serial Number: 258012
Aircraft Manufacturer: British Aerospace BAE
Aircraft Model: 125 Hawker 800A
Aircraft Year: 1984
B. WHEREAS, Lessee desires to lease the Aircraft under such terms and
conditions as are mutually satisfactory to the parties.
The parties agree as follows:
SECTION ONE
LEASE OF AIRCRAFT
Lessor agrees to lease the Aircraft to Lessee on a nonexclusive basis.
Lessee shall pay Lessor as basic rent for the Aircraft, the amount of Fifty
Thousand and
00/100 Dollars ($50,000.00) per month, payable in advance, on the first day of
each month. The first payment of basic rent is due upon the commencement date of
this Lease. Rent for any fractional month at the beginning or the end of the
term of this Lease shall be prorated. It is the intention of the parties and
they hereby agree that this shall be an absolutely net lease and Lessor shall
have no obligation to provide any services, perform any acts or pay any
expenses, charges, obligations or costs of any kind whatsoever with respect to
the Aircraft and Lessee hereby agrees to pay any and all such expenses, charges,
obligations and costs.
It shall be conclusively presumed between the parties that Lessee has fully
inspected the Aircraft having knowledge that it is in good condition and repair
and that Lessee is satisfied with and has accepted the Aircraft in such
condition and repair. THE AIRCRAFT IS LEASED "AS IS" AND "WHERE IS." LESSOR
HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN,
INCLUDING FITNESS FOR A PARTICULAR PURPOSE.
SECTION TWO
TERM
This Lease will commence on the date first above written and continue for
one year after said date. Thereafter, this Lease will be automatically renewed
on an annual basis, unless sooner terminated by either party as hereinafter
provided. Either party may at any time terminate this Lease upon thirty (30)
days written notice to the other party, delivered personally or by certified
mail, return receipt requested, at the address for said other party as set forth
above.
SECTION THREE
COMMERCIAL OPERATION RESTRICTION
Neither Lessee nor Lessor will make the Aircraft available for hire within
the meaning of the Federal Aviation Regulations. The Aircraft is to be operated
strictly in accordance with 14 C.F.R. Part 91.
SECTION FOUR
INSURANCE
At all times during the term of this Lease, Lessee will cause to be carried
and maintained physical damage insurance with respect to the Aircraft in the
amount set forth below:
Aircraft Physical Damage $6,500,000.00
(No Deductible While
In Motion or Not In Motion)
At all times during the term of this Lease, Lessee will also cause to be
carried and maintained third party aircraft liability insurance, passenger legal
liability insurance, property damage liability insurance, and medical expense
insurance in the amounts set forth below:
Combined Liability Coverage for
Bodily Injury and Property Damage
Including Passengers -
Each Occurrence $25,000,000.00
Medical Expense Coverage -
Each Person $5,000.00
Lessee will also bear the cost of paying any deductible amount on any policy of
insurance in the event of a claim or loss.
Any policies of insurance carried in accordance with this Lease: (i) shall
name Lessor as an additional insured; (ii) shall contain a waiver by the
underwriter thereof of any right of subrogation against Lessor; (iii) shall
provide that in respect of the interests of Lessor, such policies of insurance
shall not be invalidated by any action or inaction of Lessee or any other person
and shall insure Lessor (subject to the limits of liability and war risk
exclusion set forth in such policies) regardless of any breach or
any violation of any warranty, declarations or conditions contained in such
policies by Lessee or any other person; and (iv) shall provide that if the
insurers cancel insurance for any reason whatsoever, or the same is allowed to
lapse for non-payment of premium, or if there is any material change in policy
terms and conditions, such a cancellation, lapse or change shall not be
effective as to Lessor. Each liability policy shall be primary without right of
contribution from any other insurance which is carried by Lessee or Lessor and
shall expressly provide that all of the provisions thereof, except the limits of
liability, shall operate in the same manner as if there were a separate policy
covering each insured.
Lessee will submit this Lease for approval to the insurance carrier for
each policy of insurance on the Aircraft. Lessee will arrange for a Certificate
of Insurance evidencing appropriate coverage as to the Aircraft and the
satisfaction of the requirements set forth above to be given by its insurance
carriers to Lessor.
SECTION FIVE
RESTRICTIONS ON USE
Lessee may operate the Aircraft only for the purposes and within the
geographical limits set forth in the insurance policy or policies obtained in
compliance with this Lease. The Aircraft will be operated at all times in
accordance with the flight manual and all manufacturer's suggested operating
procedures. Furthermore, Lessee will not use the Aircraft in violation of any
foreign, federal, state, territorial, or municipal law or regulation and will be
solely responsible for any fines, penalties, or forfeitures occasioned by any
violation by Lessee. If such fines or penalties are imposed on Lessor and paid
by Lessor, Lessee will reimburse Lessor for the amount thereof within thirty
(30) days of receipt by Lessee of written demand from Lessor. Lessee will not
base the Aircraft, or permit it to be based, outside the limits of the United
States of America, without the written consent of Lessor.
The Aircraft will be flown only by certificated and qualified pilots and
will be maintained only by certificated and qualified mechanics. In the event
the insurance on
the Aircraft would be invalidated because Lessee is unable to obtain
certificated and qualified pilots and mechanics, Lessee will not operate the
Aircraft until such time as certificated and qualified pilots and mechanics are
obtained and insurance on the Aircraft is made valid.
Lessee will not directly or indirectly create, incur, assume or suffer to
exist any lien on or with respect to the Aircraft. Lessee will promptly, at its
own expense, take such action as may be necessary to discharge any lien not
excepted above if the same will arise at any time.
SECTION SIX
INSPECTION BY LESSOR
Lessee agrees to permit Lessor or any authorized agent to inspect the
Aircraft at any reasonable time and to furnish any information in respect to the
Aircraft and its use that Lessor may reasonably request.
SECTION SEVEN
ALTERATIONS
Except in accordance with other written agreements entered into subsequent
to the date of this Lease between Lessee and Lessor regarding maintenance of the
Aircraft, Lessee will not have the right to alter, modify, or make additions or
improvements to the Aircraft without the written permission of Lessor. All such
alterations, modifications, additions, and improvements as are so made will
become the property of Lessor and will be subject to all of the terms of this
Lease.
SECTION EIGHT
MAINTENANCE AND REPAIR
Lessee, at Lessee's own cost and expense, will repair and maintain the
Aircraft during the term of this Lease so as to keep it in as good and safe
operating condition as when delivered by Lessor to Lessee, ordinary wear and
tear from use and ordinary
deterioration excepted. Lessee will pay all costs and expenses of replacement
parts and accessories, including transportation charges thereon. Lessee will be
entitled to any and all salvage from broken or worn out parts. The workers who
inspect, maintain, and repair the Aircraft on Lessee's behalf will not be
employees of Lessor, but will at all times be employees of Lessee or independent
contractors, and Lessor will have no control or authority to direct, employ,
discharge or pay compensation to such employees. Subject to the foregoing
limitations, Lessee agrees to indemnify Lessor against any liability arising
from the negligent repair and maintenance of the Aircraft, as well as from
failure to repair and maintain the Aircraft, and also against any claim or
liability arising out of the repair work, and the delivery of material to and
from the place where such repair and maintenance work is performed.
All inspections, repairs, modifications, maintenance, and overhaul work to
be accomplished by Lessee will be performed by personnel certificated to perform
such work and will be performed in accordance with the standards set by the
Federal Aviation Regulations. Lessee will maintain all log books and records
pertaining to the Aircraft during the term of this Lease in accordance with the
Federal Aviation Regulations. Such records will be made available for
examination by Lessor, and Lessee, at the termination of this Lease, will
deliver such records to Lessor.
SECTION NINE
DEFAULT AND REMEDY
Lessee shall be in breach of this Lease if Lessee defaults in the
performance of any of its obligations under this Lease and such default
continues for five (5) days after receipt by Lessee of written notice thereof
from Lessor, unless such default shall be of such a nature that the same cannot
be completely remedied or cured within such five (5) day period, then such
default shall not be a breach of this Lease for the purposes of this Section if
Lessee shall have commenced curing such default within such five (5) day period
and shall proceed with reasonable diligence and in good faith to remedy the
default. In the event of any breach by Lessee, Lessee shall not fly the Aircraft
and Lessor shall have the right to repossess the Aircraft without further
demand, notice or court order, or other process of law and Lessor shall have the
right to terminate this Lease immediately. Exercise by Lessor of either or both
of the rights specified above shall not prejudice Lessor's right to pursue any
remedy available to Lessor in law or equity.
Lessor shall be in breach of this Lease if Lessor defaults in its
obligations under this Lease and such default continues for five (5) days after
receipt by Lessor of written notice thereof from Lessee, unless such default
shall be of such a nature that the same cannot be completely remedied or cured
within such five (5) day period, then such default shall not be a breach of this
Lease for the purposes of this Section if Lessor shall have commenced curing
such default within such five (5) day period and shall proceed with reasonable
diligence and in good faith to remedy the default. In the event of any breach by
Lessor, Lessee shall have the right to terminate this Lease immediately and to
pursue any remedy available to Lessee in law or equity. Exercise by Lessee of
any of the rights specified above shall not prejudice Lessee's right to pursue
any other remedy available to Lessee in law or equity.
The failure of either party to enforce strictly any provision of this Lease
shall not be construed as a waiver thereof and shall not preclude such party
from demanding performance in accordance with the terms hereof.
SECTION TEN
TITLE
The registration of and title to the Aircraft will be in the name of the
Lessor, and the Aircraft, at all times during the term of this Lease or any
extension, will bear United States registration markings. All responsibility and
obligations in regard to the operation of the Aircraft as above owned,
registered, and marked will be borne by Lessee during the term of this Lease.
SECTION ELEVEN
PAYMENT OF TAXES
Lessor will pay or cause to be paid all taxes incurred by reason of
ownership of the Aircraft during the term of this Lease, including personal
property taxes. Lessee shall pay its proportional share of personal property
taxes, based on Lessee's hours of use of the Aircraft as a percentage of the
entire number of hours of use of the Aircraft for the calendar year for which
the personal property taxes are imposed. Lessee will pay all taxes associated
with Lessee's use of the Aircraft on Lessee's own business, including landing
fees, fuel taxes, and any other taxes or fees which may be assessed against a
specific flight by Lessee.
SECTION TWELVE
ASSIGNMENT
Lessee shall not assign this Lease or any interest in the Aircraft, or
sublet the Aircraft, without prior written consent of Lessor. Subject to the
foregoing, this Lease inures to the benefit of, and is binding on, the heirs,
legal representatives, successors, and permitted assigns of the parties.
SECTION THIRTEEN
ACCIDENT AND CLAIM
Lessee will immediately notify Lessor of each accident involving the
Aircraft, which notification will specify the time, place, and nature of the
accident or damage, the names and addresses of parties involved, persons
injured, witnesses, and owners of properties damaged, and such other information
as may be known. Lessee will advise Lessor of all correspondence, papers,
notices, and documents whatsoever received by Lessee in connection with any
claim or demand involving or relating to the Aircraft or its operation, and will
aid in any investigation instituted by Lessor and in the recovery of damages
from third persons liable therefor.
SECTION FOURTEEN
INDEMNIFICATION
Lessee assumes liability for, and hereby agrees to indemnify, defend,
protect, save, keep and hold harmless Lessor, its successors, agents,
accountants, counsel, affiliates and assigns from and against any and all
claims, liabilities, demands, obligations, losses, damages, penalties, claims
(including without limitation, claims involving strict or absolute liability in
tort), actions, suits, costs, expenses and disbursements (including, without
limitation, reasonable legal fees and expenses) of any kind and nature
whatsoever ("Claims") which may be imposed on, incurred by or asserted against
Lessor, in any way relating to or arising out of this Lease, and/or the
operation of the Aircraft, or the performance or enforcement of any of the terms
hereof, or in any way relating to or arising out of the manufacture, or, as
contemplated under this Lease, acceptance, rejection, ownership, delivery,
lease, possession, use, operation, maintenance, function, registration, sale,
return, storage, termination or other disposition of the Aircraft or any part
thereof or any accident in connection therewith (including, without limitation,
latent and other defects, whether or not discoverable). If any Claim is made
against Lessor, Lessor shall promptly notify Lessee and cooperate fully in the
defense or settlement. Whether the indemnity granted by Lessee to Lessor herein
is deemed subordinate or primary to any other indemnity to which each Lessor may
be entitled, Lessor may look solely to Lessee and need not pursue any Claims
against any third person prior to or subsequent to seeking the indemnity from
Lessee hereunder. Lessor shall have the opportunity, but not the obligation, to
defend if Lessee fails to assert a defense in any such Claim hereunder, the cost
of which defense shall be borne by Lessee. THE INDEMNITIES IN THIS SECTION SHALL
CONTINUE IN FULL FORCE AND EFFECT NOTWITHSTANDING THE EXPIRATION OR OTHER
TERMINATION OF THIS LEASE.
SECTION FIFTEEN
RETURN OF AIRCRAFT TO LESSOR
On the termination of this Lease by expiration or otherwise, Lessee will
return the Aircraft to Lessor at Xxxxxxx International Airport (JAN), in as good
operating condition and appearance as when received, ordinary wear, tear and
deterioration excepted, and will indemnify Lessor against any claim for loss or
damage occurring prior to the actual physical delivery of the Aircraft to
Lessor.
SECTION SIXTEEN
MODIFICATION OF AGREEMENT
This Lease constitutes the entire understanding between the parties, and
any change or modification must be in writing and signed by both parties.
SECTION SEVENTEEN
NOTICES
All communications and notices provided for herein shall be in writing and
shall become effective when delivered by facsimile transmission (to Lessor at
000-000-0000 or to Lessee at 601-769-1826) or by Federal Express or other
overnight courier or four (4) days following deposit in the United States mail,
with correct postage for first-class mail prepaid, addressed to Lessor or Lessee
at their respective addresses set forth above, or else as otherwise directed by
the other party from time to time in writing.
SECTION EIGHTEEN
GOVERNING LAW
This Lease is entered into under, and is to be construed in accordance
with, the laws of the State of Mississippi.
SECTION NINETEEN
TRUTH IN LEASING STATEMENT
THE AIRCRAFT, A BRITISH AEROSPACE BAE 125 HAWKER 800A MANUFACTURER'S SERIAL
NO. 258012, CURRENTLY REGISTERED WITH THE FEDERAL AVIATION ADMINISTRATION AS
N80BR, HAS BEEN
MAINTAINED AND INSPECTED UNDER FAR PART 91 DURING THE 12 MONTH PERIOD PRECEDING
THE DATE OF THIS LEASE.
THE AIRCRAFT WILL BE MAINTAINED AND INSPECTED UNDER FAR PART 91 FOR
OPERATIONS TO BE CONDUCTED UNDER THIS LEASE. DURING THE DURATION OF THIS LEASE,
HAM MARINE, INC., 0000 XXXX XXXXXXXXX XXXX, X.X. XXX 00, XXXXXXXXXX, XX 00000,
IS CONSIDERED RESPONSIBLE FOR OPERATIONAL CONTROL OF THE AIRCRAFT UNDER THIS
LEASE.
AN EXPLANATION OF FACTORS BEARING ON OPERATIONAL CONTROL AND PERTINENT
FEDERAL AVIATION REGULATIONS CAN BE OBTAINED FROM THE NEAREST FAA FLIGHT
STANDARDS DISTRICT OFFICE.
THE "INSTRUCTIONS FOR COMPLIANCE WITH TRUTH IN LEASING REQUIREMENTS"
ATTACHED HERETO ARE INCORPORATED HEREIN BY REFERENCE.
I, THE UNDERSIGNED, XXXXXX X. XXXXXXX, AS PRESIDENT OF HAM MARINE, INC.,
0000 XXXX XXXXXXXXX XXXX, X.X. XXX 00, XXXXXXXXXX, XX 00000, CERTIFY THAT IT IS
RESPONSIBLE FOR OPERATIONAL CONTROL OF THE AIRCRAFT AND THAT IT UNDERSTANDS ITS
RESPONSIBILITIES FOR COMPLIANCE WITH APPLICABLE FEDERAL AVIATION REGULATIONS.
IN WITNESS WHEREOF, the parties have executed this Lease.
EQUIPMENT MANAGEMENT SYSTEMS, LLC
By:
--------------------------------------
Name: X.X. Xxxxxxxx
---------------------------
Title: Member
--------------------------
-----------------------------------------
Date and Time of Execution
HAM MARINE, INC.
By: ______________________________________
Xxxxxx X. Xxxxxxx, President
__________________________________________
Date and Time of Execution
INSTRUCTIONS FOR COMPLIANCE WITH "TRUTH IN LEASING"
REQUIREMENTS
1. Mail a copy of the lease agreement to the following address via
certified mail, return receipt requested, immediately upon execution
of the agreement (14 C.F.R. 91.23 requires that the copy be sent
within twenty-four hours after it is signed):
Federal Aviation Administration
Aircraft Registration Branch
ATTN: Technical Section
X.X. Xxx 00000
Xxxxxxxx Xxxx, Xxxxxxxx 00000
2. Telephone the nearest Flight Standards District Office at least forty-
eight hours prior to the first flight under this lease agreement.
3. Carry a copy of the lease agreement in the aircraft at all times.
