EXHIBIT 10.1
HELICOPTER LEASE AGREEMENT
THIS HELICOPTER LEASE AGREEMENT, dated as of November 1, 2005 (this "Lease"), is
entered into by and between U.S. HELICOPTER CORPORATION, with offices at
Downtown Manhattan Heliport, 0 Xxxx Xxxxx Xxxxx, Xxxxx 000, Xxx Xxxx, XX 00000
("Lessee") and CS HELICOPTER LLC, with offices c/o Midtown Equities LLC, 000
Xxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000 ("Lessor").
I. LEASING: In consideration of the mutual agreements herein set forth,
Lessor leases to Lessee and Lessee hereby leases from Lessor, one (1)
Sikorsky Model S-76 Helicopter, Manufacturer's Serial No.760312,
Registration No. N14CS, together with two (2) Xxxxx & Xxxxxxx PT6B-36A
engines bearing Engine Serial Numbers PC-E36013 and _PC-E36016 ,
together with all parts installed thereon and all records relating
thereto (collectively, "Helicopter") from the Delivery Date (as herein
defined) until the date preceding the third anniversary of the Delivery
Date ("Term"). The Helicopter shall be delivered to Lessee on the
Delivery Date at Belmar, New Jersey ("Delivery Location") equipped as
indicated in Exhibit A and B, which are attached hereto and made a part
hereof. "Delivery Date" shall be the date that Lessor tenders the
Helicopter to Lessee at the Delivery Location in compliance with the
terms and conditions of this Lease
II. A. FIXED RENT: Lessee shall pay to Lessor on the earlier of the
Delivery Date or fourteen days after signing the Lease, and the
first day of each following calendar month during the Term hereof
fixed rent ("Fixed Rent") in the amount of $31,500.00. Fixed Rent
for any partial month during the Term hereof shall be prorated based
on a 30-day month. Fixed Rent shall be paid to Lessor without
deduction or offset and without notice or demand at Lessor's address
set forth above.
B. SECURITY: (a) Lessee shall deliver to Lessor, as security for the
performance of Lessee's obligations under this Lease, the sum of
$100,000, in certified or official bank check (as increased pursuant
to the terms of this Lease, the "Security Deposit") on execution
hereof. Within one hundred eighty (180) days after the Delivery
Date, Lessee shall increase the Security Deposit by $50,000. Lessor
may draw on the Security Deposit to remedy defaults by Lessee in the
payment or performance of any of Lessor's obligations under this
Lease. If Lessor shall have so drawn upon the Security Deposit,
Lessee shall upon demand deposit with Lessor a sum equal to the
amount so drawn by Lessor.
(b) Provided Lessee is not in default under this Lease and
Lessee has surrendered the Helicopter to Lessor in accordance with all
of the terms and conditions of this Lease, (i) Lessor shall promptly
return to Lessee the Security Deposit then held by Lessor or (ii) if
Lessor shall have drawn upon such Security Deposit to remedy defaults
by Lessee in the payment or performance of any of Lessee's obligations
under this Lease, Lessor shall return to Lessee that portion, if any,
of such Security Deposit remaining in Lessor's possession.
C. NET LEASE TO LESSOR: All Fixed Rent and other payment obligations of
Lessee are net to Lessor. During the Term of the Lease, Lessee
agrees to pay all taxes, including sales, use, and personal property
taxes, excise tariffs, charges or assessments (including landing
fees) levied or assessed upon the use or possession of the
Helicopter, which may now or hereafter be imposed by any sovereign
or by any City, State, Federal and Local Government unit by reason
of the leasing, use, operation, importation or exportation of the
Helicopter, whether the same be assessed to Lessor or Lessee, except
for taxes attributable to Lessor's income.
D. DELIVERY CONDITIONS. On the Delivery Date the Helicopter shall be
delivered to Lessee at the Delivery Location in "as-is - where-is"
condition, except that the Helicopter shall be U.S. registered, have
a U.S. Certificate of Airworthiness, and shall comply with the
following additional delivery conditions:
Lessor shall have installed on the Helicopter Engine serial numbers
PC-E36016 and PC-E36001. Engine serial number PC-E36013 will be removed
prior to Delivery at Lessor's Cost and sent to Xxxxx & Whitney for
overhaul prior to Delivery at Lessor's cost.
Lessor shall provide to Lessee the existing twelve passenger interior
as well as the VIP interior that includes two forward Captain Seats and
Credenza..
E. ENGINES. Engine serial number PC-E36001 is on loan from Xxxxx &
Whitney (the "Loaner Engine") The Loaner Engine shall continue to be
installed on the Helicopter until such time as PC-E36013 is
refurbished by Xxxxx & Xxxxxxx, delivered and installed on the
Helicopter at the expense of Lessor.. Payment of the loaner
fee/engine lease daily rent will be made to Xxxxx & Whitney by
Lessor. Payment of the hourly charge on the Loaner engine will be
paid to Xxxxx & Xxxxxxx by Lessee.
III. INSURANCE:
A. Lessee, at its sole cost and expense, shall procure and maintain at
all times:
(i) all risk, no deductible, aircraft hull insurance for not less
than $3,150,000 insuring the Helicopter against loss or theft, or
damage to the Helicopter, including war risk and confiscation
coverage and extended coverage with respect to any engines or parts
while removed from the Helicopter naming Lessor as an additional
insured and Lessor as loss payee; and
(ii) Public liability, passenger liability endorsement, breach of
warranty endorsement and property damage insurance in amounts not
less than $50,000,000 naming Lessor, as additional insured.
(iii) Lessee shall be permitted to provide ground risk insurance
coverage during the period of from the Delivery Date until the
Helicopter enters revenue service. This insurance will cover a
limited number of ferry flights of the Helicopter. The liability
limit under this ground risk only insurance will be $50,000,000. The
aircraft hull insurance will be the amount in section III A (i)
above.
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(iv) Lessee will be permitted to supply aircraft hull insurance with
a deductible of not more than 5% if the Security Deposit is
increased by the amount of the deductible.
B. All such insurance shall be in form and with companies reasonably
satisfactory to Lessor and shall contain a breach of warranty
endorsement in favor of Lessor. Each insurer shall agree by
endorsement upon the policy or policies issued by it, or by
independent instrument furnished to Lessor that it will give Lessor
thirty (30) days written notice before the policy in question shall
be adversely materially altered or cancelled.
C. The proceeds of such aircraft hull insurance shall be paid to Lessor
or at Lessor's written direction toward the restoration or repair of
the Helicopter. Any policies of insurance carried in accordance
herewith and any policies taken out in substitution or replacement
for any such policies (1) shall name Lessor as additional insured,
(2) shall provide that if the insurers cancel such insurance for any
reason whatever, or the same is allowed to lapse for nonpayment of
premium, such cancellation or lapse shall not be effective as to
Lessor for thirty (30) days after receipt of notice by such insurers
of such cancellations or lapse and (3) shall provide that as against
Lessor, the insurers shall waive any rights of subrogation, setoff,
counterclaim or any other deduction, whether by attachment or
otherwise.
D. Each liability policy (1) shall be primary without right of
contribution from any other insurance which is carried by any other
person to the extent that such other insurance provides it with
contingent and/or excess liability insurance with respect to its
interest as such in the Helicopter and (2) 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 shall arrange for appropriate
certification to be made to Lessor as soon as practical by each
insurer with respect thereto.
IV. INDEMNITY:
Lessee hereby indemnifies and holds harmless Lessor, its members,
officers and assigns from and against any and all losses, damages
injuries, death, liability, claims, demands and expenses including
legal expenses of whatsoever kind and nature arising directly or
indirectly from, or in connection with the Helicopter, including,
without limitation, the possession, maintenance, storage, use or
operation thereof.
V. USE; CHANGES; QUIET ENJOYMENT:
A. USE: Lessor acknowledges that Lessee intends to use the Helicopter
in connection with its application for certification and operating
authority from the U.S. Department of Transportation ("DOT") and the
Federal Aviation Administration ("FAA"), and, once certified, in its
scheduled and charter operations as a Part 135 Carrier. The
responsibility for custody and control of the Helicopter is vested
in Lessee during the term of the Lease. Lessee agrees to use and
operate the Helicopter at all times in accordance with appropriate
FAA regulations, and to comply with all other laws and regulations
issued by any authority having sovereignty in the area in which the
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Helicopter is operated. In no event shall the Helicopter be operated
or located outside of North America or in any area excluded from
coverage by the terms of insurance without Lessor's written consent.
In addition, Lessee will exercise due care in the operation of
Lessee's business and will not knowingly use or permit the
Helicopter to be used or operated for any purpose for which the
Helicopter is not designed or reasonably suitable. Lessee agrees
that the Helicopter will be operated only on behalf of Lessee by
duly licensed pilots.
B. CHANGES: Lessee may paint the Helicopter and reupholster the
interior of the Helicopter (the "New Interior"), provided that
Lessor approves in writing of the paint color and such changes to
the interior, which consent shall not be unreasonably withheld.
Lessee may re-register the Helicopter with the FAA as required.
C. QUIET ENJOYMENT: Lessor covenants that so long as no default on the
part of Lessee has occurred and is continuing, Lessee shall quietly
enjoy the Helicopter and all rents, revenues, profits and income
thereto, without interference by Lessor or any other person claiming
by or through Lessor.
VI. MAINTENANCE:
A. During the Term of this Lease, Lessee at Lessee's expense:
1. Shall maintain and keep the Helicopter, its engines, components,
appliances, accessories, instruments and equipment in good order
and repair in strict compliance with FAA requirements (and without
limitation of the foregoing), cause to be performed on all parts
of the Helicopter and its engines all mandatory Airworthiness
Directive ("AD's"), Special Federal Aviation Regulations
("SFAR's") and all manufacturer's service bulletins the compliance
date of which shall fall during the Term of this Lease, and also
in accordance with all manufacturer's manuals or Lessee's FAA
approved maintenance programs.
2. Shall replace the Helicopter components, appliances, accessories,
instruments and equipment, any and all engines, parts, applicants,
instruments, or accessories which may become defective, lost,
destroyed or otherwise rendered unfit for use during the lease
period in accordance with the terms and conditions of this Lease.
3. Shall perform all overhauls, checks, inspections and maintenance
service to all parts of the helicopter and its engines required to
keep them in the condition required under this Lease.
4. May make such modifications, changes or alterations to the
Helicopter or its engines as Lessee may determine and as Lessor
shall first approve in writing. Lessor shall respond within five
days and will not unreasonably withhold such approval. Lessor
shall bear no liability for the cost of any such modification,
change or alteration to the Helicopter or its engines whether in
the event of grounding or suspension of certification or for any
other cause. At the end of the Term of this Lease, at Lessor's
option, Lessee shall (i) at its cost remove any equipment or
alterations that it installed and return the Helicopter as was
received, except that the New Interior will be maintained in the
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Helicopter or (ii) sell such alterations or equipment (provided
that Lessor shall not be obligated to pay any amount for the New
Interior) to Lessor at Lessee's cost less depreciation calculated
monthly over an assumed five year depreciable life. It is
understood that Lessor may exercise the option referred to in the
preceding sentence with respect to one or more of the pieces of
equipment or alterations installed by Lessee.
5. Shall be responsible for all required inspections of the
Helicopter and its engines and licensing or re-licensing the
Helicopter in accordance with all applicable FAA and other
applicable governmental requirements. Lessee shall at all times
cause the Helicopter to have on board a current U.S. Certificate
of Airworthiness issued by the FAA.
6. All inspections, maintenance, modifications, repairs and overhauls
of the Helicopter or its engines, components, appliances,
accessories, instruments or equipment shall be performed by
personnel authorized to perform such services by the FAA.
7. Shall at all times have the Helicopter's engines and transmission
on a "Power By the Hour" program, which is approved by Lessor.
Lessee shall use its best efforts to have the "Power By The Hour"
agreement assigned at the end of the Term.
8. Shall inspect and clean the Helicopter on a regular basis.
VII. RECORDS AND INSPECTION:
Lessor agrees to provide a copy of the Helicopter documents listed
on Exhibit D at the Delivery Date. Lessee shall maintain all log
books and historical records in accordance with industry standards
and any applicable governmental regulations. Upon return of the
Helicopter to Lessor, Lessee shall deliver to Lessor all such
historical records and logs (maintained to a current date),
together with any or all records pertaining to the Helicopter,
which may have accrued during the term of this Lease, all such
logs and records shall at all times remain the property of the
Lessor, and any which shall be acquired by Lessee during the time
that it shall have possession of the Helicopter, shall become the
property of Lessor immediately upon receipt thereof by Lessee. At
all times during the term of this Lease, reasonably consistent
with Lessee's use of the Helicopter hereunder, Lessee, upon
request of Lessor, shall make the Helicopter and any and all logs
and records available to Lessor, or its designee for inspection.
VIII. DAMAGE BY ACCIDENT:
In the event the Helicopter is damaged by accident, Lessee shall
immediately notify the Lessor thereof. Unless otherwise directed
by Lessor, Lessee shall immediately proceed to repair the damaged
Helicopter so as to restore the Helicopter to a condition
equivalent to an FAA approved airworthy condition, unless it
reasonably appears that the damage to the Helicopter may
constitute an actual or constructive total loss.
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Lessee understands and agrees that Lessor's Technical
Representative will be furnished by Lessor at Lessee's expense to
offer technical direction in the repair of the Helicopter
necessitated by reason of an accident. The amounts to be charged
Lessee for the Technical Representative's services will be the
cost of transportation to Lessee's base and return, plus
reasonable subsistence cost. Subject to applicable FAA
regulations, Lessee shall have the final authority with respect to
the placement or repair of critical parts or components which may
affect the airworthiness of the Helicopter, whether damaged by
accident or not.
All repairs shall be at Lessee's own cost and expense; provided,
however, that Lessor shall promptly reimburse Lessee, or the
maintenance provider, to the extent of insurance proceeds received
by Lessor.
IX. TOTAL LOSS:
Lessee shall bear the entire risk of loss, theft, confiscation,
damage to or destruction of the Helicopter from any cause
whatsoever, and shall promptly notify Lessor thereof. Except as
otherwise provided below, this Lease shall not terminate and the
obligations of Lessee shall not be affected by reason of damage to
or loss of the Helicopter.
In the event that a total loss of the Helicopter is sustained,
Lessee shall be obligated to pay to Lessor the sum of $3,150,000.
Upon receipt of such proceeds by Lessor, this Lease shall
terminate automatically and all of Lessee's responsibilities,
including Lessee's responsibility to pay rent shall terminate;
provided, however, that this Lease shall continue as to
indemnities, and all payments and proceeds of insurance or either
of them, payable to Lessor by Lessee under the terms of this Lease
shall be paid to Lessor.
X. GOVERNING LAWS AND JURISDICTION:
THIS LEASE AGREEMENT SHALL BE CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. LESSEE HEREBY
CONSENTS TO THE JURISDICTION OF ANY FEDERAL OR STATE COURT LOCATED
IN THE STATE OF NEW YORK IN ANY SUIT, ACTION, OR PROCEEDING
ARISING HEREUNDER AND WAIVES ANY OBJECTION TO THE VENUE IN SUCH
COURT.
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XI. ASSIGNMENT:
This Lease shall not be assigned by Lessee nor shall the
Helicopter be subleased without the prior written consent of
Lessor, and the Helicopter shall at all times be kept in the
possession of Lessee and operated by its personnel in accordance
with all governing laws and appropriate FAA regulations, as
provided elsewhere herein. Any changes in control of Lessee shall
constitute an assignment hereunder.
XII. WARRANTY:
LESSOR MAKES NO WARRANTY, EXPRESS OR IMPLIED, IN CONNECTION WITH
THE HELICOPTER EXCEPT AS SPECIFICALLY PROVIDED IN THIS LEASE AND
SAID HELICOPTER IS LEASED IN ITS "AS IS" CONDITION. WITHOUT
LIMITING THE GENERALITY OF THE FOREGOING, LESSEE SPECIFICALLY
ACKNOWLEDGES AND REPRESENTS THAT IT HAS, OR SHALL HAVE, FULL
OPPORTUNITY TO INSPECT THE HELICOPTER WHEN DELIVERED UNDER THIS
LEASE BY PERSONS WHO IT CONSIDERS COMPETENT TO DO SO, AND UPON
LESSEE'S WRITTEN ACCEPTANCE OF THE HELICOPTER IN THE FORM ATTACHED
HERETO AS EXHIBIT C. THEN LESSEE SHALL BE DEEMED TO HAVE ACCEPTED
THE HELICOPTER IN ITS PRESENT CONDITION AND WARRANTS AND
REPRESENTS TO LESSOR THAT SUCH CONDITION IS SUCH AS WILL ALLOW THE
USE OF THE HELICOPTER FOR THE PURPOSES INTENDED BY LESSEE.
XIII. DELIVERY AND RETURN OF THE HELICOPTER:
A. DELIVERY: On the Delivery Date, Lessee shall execute the Lease
Delivery Affidavit (Exhibit C-1 and C-2), and by such
execution Lessee shall confirm that the Helicopter has been
delivered to it fully assembled and in good working order and
condition and in accordance with the terms of this Lease.
Lessee confirms that the Helicopter is of the size, design,
capacity, configuration and manufacture selected by it and
irrevocably accepts said Helicopter as-is-where-is for all the
above.
Immediately prior to the Delivery, a functional test flight of
not more than one hour shall be accomplished in accordance
with Lessor's procedures and at Lessor's expense to
demonstrate the airworthiness of the Helicopter and proper
functioning of the Helicopter's systems and components. At all
times during the functional test flight, Lessor's flight crew
shall be in command of the Helicopter. Lessee shall be
entitled to have a qualified pilot and not more than two
technical representatives, compensated by Lessee, on the
flight.
B. RETURN:
A. Upon termination of Lessee's right to possession of the
Helicopter, Lessee shall return the Helicopter to Lessor and
Lessor shall accept it, in accordance with the following
provisions.
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(i) The Helicopter will be returned at Lessee's expense to
Lessor at Xxxxxxx Airport, Belmar, New Jersey ("BLM").
(ii) The Helicopter shall have a currently valid U.S.
Certificate of Airworthiness, and all mandatory AD and other
bulletins shall have been complied with in accordance with the
Lessee's FAA approved maintenance program.
(iii) The Helicopter shall have been maintained by Lessee in
accordance with the provisions of this Lease, and the
Helicopter shall be cleaned to industry standards, suitable
for flying operations in accordance with FAA requirements.
(iv) Except as may otherwise be agreed by the parties in
writing, the Helicopter shall be in the same condition as when
delivered to Lessee, except for reasonable and ordinary wear
and tear, use and depreciation, and shall be equipped with the
same or similar engines, components, appliances, accessories,
instruments and equipment as when delivered to Lessee. Lessee
shall have no obligation as to time remaining on time-limited
components or to make any adjustment in that regard except as
specifically provided in this Lease for the time flown on the
engines and other major components identified in Exhibit B
hereto.
(v)All special company markings of Lessee on the Helicopter
shall have been removed and any and all visible corrosion
shall have been repaired or removed and the Helicopter shall
be painted white.
(vi) All logs, records, manuals, and historical documents
pertaining thereto, in a current condition and as required by
this Lease, shall be delivered to Lessor.
(vii) No later than the date provided for the return of the
Helicopter, Lessee will make the Helicopter available to
Lessor at a mutually acceptable location for the purpose of
permitting Lessor to make an inspection. Prior to Lessor's
acceptance, Lessee will, at its expense, correct any condition
making the Helicopter unairworthy or otherwise not in the
condition, as determined by a an unbiased third party,
required for return hereunder, and shall demonstrate the
proper correction there of to Lessor's satisfaction.
(viii) This Lease and Lessee's obligation to pay Fixed Rent to
Lessor shall terminate upon Lessee's return of the Helicopter
in the condition required by this Lease. In the event that an
unbiased third party determines that the Helicopter was not
returned in the condition required by this Lease, Lessee shall
continue to pay Fixed Rent until such time as the Helicopter
is in compliance with the condition required by this Lease.
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XIV. MISCELLANEOUS:
(i) Lessee shall not permit any lien, claim or charge inconsistent with
Lessor's ownership of the Helicopter to accrue or be placed against the
Helicopter. Lessee at all times will give Lessor full and immediate
notice of any accident or happening to or about any such Helicopter
involving damage to it, or the property, and cooperate with all
reasonable requirements of Lessor to protect Lessor's rights and
property and Lessee will furnish all information required by policies
of insurance issued in connection with such Helicopter of which it may
have knowledge.
(ii) Each party hereto represents and warrants to the other that it has
not dealt with any broker in the negotiation of the Lease and does
hereby agree to indemnify and hold the other harmless of and from any
claim of or liability to any broker, and all expenses related thereto
(including attorney's fees and disbursements), by reason of breach of
the foregoing representation.
(iii) Any notice, the giving of which is required or permitted to this
Lease, shall be in writing and sent (i) by overnight mail, or (ii) by
hand, to the parties' respective addresses hereinabove set forth
(notices to Lessor to be sent to the attention of Xxxx Xxxxx), or at
such other address as either such party shall have provided the other
by written notice similarly given. Any notice shall be deemed given on
the date it is delivered. Notices signed by the counsel of a party
shall be binding upon such party without the signature of that party.
(iv) This Lease shall inure the benefit of the parties' respective
permitted successors and assigns and may not be modified except by a
writing signed by the party to be charged.
(v) THE PARTIES HERETO DO WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING
OR COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE
OTHER OF ANY MATTERS WHATSOEVER ARISING OUT OF IN ANY WAY CONNECTED
WITH THE LEASE.
(vi) All currency amounts in this Lease are in United States (US)
Dollars.
(vii) Each month during the Term Lessee will provide Lessor with the
hours flown and maintenance performed during the prior calendar month.
(vii) Lessor shall have the right to inspect the Helicopter at all
reasonable times, which do not interrupt Lessee's use of the equipment.
The inspections shall be performed at Lessee's facility.
XV. DEFAULT:
Except as specified below, in the event Lessor reasonably deems any
undertaking of Lessee herein to be in default, Lessor shall notify
Lessee in writing of such default and it shall be corrected by Lessee
within ten (10) days from the receipt of such notice. If not corrected
to the reasonable satisfaction of Lessor within such time, Lessor may
declare the Lease terminated and may take possession of the Helicopter
immediately. Taking possession shall not relieve Lessee from any
undertaking of Lessee, including the obligation to pay Fixed Rent for
the entire unexpired term of the Lease (subject to deduction for
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Lessor's re-letting of the Helicopter, if any, it being understood that
Lessor shall have no obligation to re-let the Helicopter), and the
Lessee shall be obligated to pay and reimburse to Lessor the reasonable
expense of taking possession, crating, packing and shipping such
property to Lessor's designated location. Rents and any other
obligations of Lessee hereunder not paid within ten (10) days of due
date shall bear a late charge equal to four percent (4%) to reimburse
Lessor for its additional administrative costs.
Upon failure to pay any installment of Fixed Rent or charge when due
Lessor shall at Lessor's option terminate the Lease, provided that
Lessor shall give Lessee ten (10) days to correct default by payment of
such installment. Failure to continuously maintain insurance or
maintain the Helicopter as required by this Lease shall be an immediate
default for which Lessor may terminate this Lease and may purchase
insurance as required, at Lessee's expense.
XVI. TRUTH IN LEASING:
LESSEE AND LESSOR EACH ACKNOWLEDGE THAT DURING THE TERM OF THIS LEASE,
LESSEE, AND NOT LESSOR, IS RESPONSIBLE FOR THE OPERATIONAL CONTROL OF
THE HELICOPTER AND FOR COMPLIANCE WITH ALL FEDERAL AVIATION REGULATIONS
APPLICABLE TO ITS OPERATION.
THE HELICOPTER WILL BE OPERATED, MAINTAINED AND INSPECTED UNDER FEDERAL
AVIATION REGULATION PART 91 OR 135, AND ANY OTHER APPLICABLE
REGULATIONS OF THE FEDERAL AVIATION ADMINISTRATION.
AN EXPLANATION OF FACTORS BEARING ON OPERATIONAL CONTROL AND PERTINENT
FEDERAL AVIATION REGULATIONS CAN BE OBTAINED FROM THE NEAREST FAA
FLIGHT STANDARDS DISTRICT OFFICE, GENERAL AVIATION DISTRICT OFFICE OR
AIR CARRIER DISTRICT OFFICE.
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IN WITNESS WHEREOF, the parties hereto have executed this Lease as of the date
set forth above.
Lessee: U.S. HELICOPTER CORPORATION Lessor: CS HELICOPTER LLC
By: /S/ XXXXXX X. XXXX, XX. /S/ XXXX XXXXX
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Name: Xxxxxx X. Xxxx, Xx. Xxxx Xxxxx
Title: Senior Vice President, Chief Managing Member
Officer and Treasurer
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Exhibit A
Model: Sikorsky S-76, Serial No. 760312, Registration No. N14CS
Helicopter is to be leased to U.S. Helicopter Corporation with the following
optional equipment:
Installed Equipment:
Will be supplied post closing.
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Exhibit B
"Exhibit B." will be a listing of all cycle and or time limited components
installed on the helicopter upon lease delivery.
Will be supplied post closing
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Exhibit C-1
LEASE DELIVERY AFFIDAVIT
Delivery of leased helicopter, Model __________ Serial No. __________ Registration No. N_____________ to:
by ________________________________________ is hereby acknowledged. The Helicopter is hereby accepted as
conforming to the requirements of the Lease Agreement dated
___________, 2005
Accepted by: ______________________________
Title: ____________________________________
Start Date: ____________ Lease Expiration Date: ________________________________________________
A/C Total Hours: _______ A/C Total End Hours: __________________________________________________
Contact: ________________ Operator: ____________________________________________________________
Phone Number: ____________
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Exhibit C-2
Serial No. ________ Registration No. N_______________
Start Date: _______________________ Lease Expiration Date: ______________________
A/C Total Hours: __________________ Location of A/C: ___________________________
Time Sentry Hours: ________________ A/C Total Hours: ___________________________
Eng. #1 Serial No.: _________________ Time Sentry Hours: _________________________
Eng. # 1 Start Hours: _______________ Eng. #1 Start Hours: ________________________
Eng. #2 Serial No.: ________________ Eng. #2 End. Hours: ________________________
Eng. #2 Start Hours: _______________ Eng. #1 Cycles: ____________________________
Eng. #1 Cycles: ___________________ Eng #2 Cycles: _____________________________
Eng. #2 Cycles: ___________________
Eng. #2 Cycles: ___________________ Total Landings: ____________________________
Total Landings: ___________________
Contact: _________________________ Operator: _________________________________
Phone No.: _______________________
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Exhibit D
Helicopter Documents
A. CERTIFICATES
o FAA Certificate of Airworthiness
B. HELICOPTER STATUS RECORDS
o Log Books, Maintenance and Flight Logs
o Helicopter Maintenance Status Report due lists
o Manufacturer's Service Bulletin Status Report
o Airworthiness Directive Compliance Report
o Last Weighing Report
o List of Life Limited Components with remaining hours/cycles
C. HELICOPTER MAINTENANCE RECORDS
o Complete access to the HELOTRAC account
o All electronic maintenance manuals included in the HELOTRAC
subscription
D. HELICOPTER HISTORY RECORDS
o Helicopter Maintenance History Cards and related documents, including
service tags, work orders, etc.
o Accident or Incident Report (Major Structural Repair) (Including FAA
Forms 337 as applicable
o Component record cards.
E. ENGINE RECORDS
o Engine time and cycle records
o Last Overhaul and repair documents (including FAA Forms 337 as
applicable)
o Airworthiness Directive Compliance Report
o Engineering Order/Service Bulletin Status Report
o List of time Controlled Components with remaining hours and cycles
o Engine Disc sheets
o Engine Build Specifications (most recent)
F. COMPONENT RECORDS
o Time Controlled Component Historical Records with Installation and
Serviceability Tags.
G. MANUALS
o Helicopter Flight Manual (Manufacturer Approved, FAA Approved)
o Weight and Balance Manual
o Wiring Diagram Manual
o Illustrated Parts Catalog
o Aircraft Maintenance Manual
o Manufacturer's Engine Maintenance Manual
o Manufacturer's Overhaul Manual
o Composite repair manual
o Corrosion repair manual
o Structural repair manual
H. MISCELLANEOUS TECHNICAL DOCUMENTS
o Interior Configuration Drawings
o Original Delivery Documents
o Loose Equipment Inventory
o Minimum Equipment List
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