AIRCRAFT DRY LEASE
This Lease of aircraft is made, effective as of December 28, 1996, by and
between Wyoming Associates, Inc., a corporation incorporated under the laws of
the State of South Carolina, with principal offices at 000 Xxxx Xxxx Xxxxxx,
Xxxxxxxxxxx, Xxxxx Xxxxxxxx 00000 (hereinafter referred to as "Lessor") and ESA
Management, Inc., a corporation incorporated under the laws of the State of
Delaware, with principal offices at 000 Xxxx Xxx Xxxx Xxxxxxxxx, Xxxxx 0000, Xx.
Xxxxxxxxxx, Xxxxxxx 00000 (hereinafter referred to as "Lessee").
RECITALS
The parties recite that:
A. Lessor owns a 1985 Canadair Challenger Model 601-1A aircraft, Serial
No. 3042, and currently registered as N900CC (hereinafter referred to as the
"Aircraft"). The Aircraft is available for use by a qualified Lessee; and
B. 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
For Four Thousand Dollars and No/100 ($4,000.00) per flight hour, Lessor
agrees to lease the Aircraft to Lessee without crew. Said amount shall include
and fully cover Lessee's responsibility for the cost of maintenance and
insurance for the Aircraft. The Aircraft shall be delivered to Lessee at
Spartanburg Downtown Airport in Spartanburg, South Carolina on December 28,
1996, at which time Lessee shall inspect the Aircraft to the extent deemed
necessary. Lessee shall have ten (10) flight hours following delivery of the
aircraft in which to
notify Lessor in writing of any defects in the Aircraft or its equipment or
accessories. If, at the end of such period, Lessor has not received such
notification, 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.
SECTION TWO
TERM
This Lease shall commence on December 28, 1996 and continue for one year
after said date. Thereafter, this Lease shall be automatically renewed on a
month to month 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, Lessor shall cause to be
carried and maintained, at Lessee's cost and expense, as set forth in Section
One, physical damage insurance with respect to the Aircraft in the amount set
forth below:
Aircraft Physical Damage $10,500,000.00
(No Deductible While
In Motion or Not in Motion)
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At all times during the term of this Lease, Lessor shall also cause to be
carried and maintained, at Lessee's cost and expense, as set forth in Section
One, 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 $100,000,000.00
Medical Expense Coverage -
Each Person $5,000.00
Lessee shall 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; and (ii) shall contain a waiver by the
underwriter thereof of any right of subrogation against 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.
Lessor shall submit this Lease for approval to the insurance carrier for
each policy of insurance on the Aircraft. Lessor shall 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 Lessee.
SECTION FIVE
RESTRICTIONS ON USE
Lessee may operate and Aircraft only for the purposes and within the
geographical limits set forth in the insurance policy or policies obtained in
compliance with Section Four of this
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Lease. The Aircraft shall be operated at all times in accordance with the flight
manual and all manufacturer's suggested operating procedures. Furthermore,
Lessee 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 occasioned by any violation by Lessee. If
such fines or penalties are imposed on Lessor and paid by Lessor, Lessee shall
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 shall be flown only by certificated and qualified pilots and
shall 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 shall 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 shall 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.
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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 shall 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 shall
become the property of Lessor and shall be subject to all of the terms of this
Lease.
SECTION EIGHT
TITLE
The registration of and title to the Aircraft shall be in the name of the
Lessor, and the Aircraft, at all times during the term of this Lease or any
extension, shall bear United States registration markings. All responsibility
and obligations in regard to the operation of the Aircraft as above owned,
registered, and marked shall be borne by Lessee during the term of this Lease.
SECTION NINE
PAYMENT OF TAXES
Lessee shall 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 TEN
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 assigns of the parties.
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SECTION ELEVEN
ACCIDENT AND CLAIM
Lessee shall immediately notify Lessor of each accident involving the
Aircraft, which notification shall 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 shall 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
shall aid in any investigation instituted by Lessor and in the recovery of
damages from third persons liable therefore.
SECTION TWELVE
RETURN OF AIRCRAFT TO LESSOR
On the termination of this Lease by expiration or otherwise, Lessee shall
return the Aircraft to Lessor at Spartanburg Downtown Airport in Spartanburg,
South Carolina, in as good operating condition and appearance as when received,
ordinary wear, tear and deterioration excepted, and shall indemnify Lessor
against any claim for loss or damage occurring prior to the actual physical
delivery of the Aircraft to Lessor.
SECTION THIRTEEN
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 FOURTEEN
GOVERNING LAW
This Lease is entered into under, and is to be construed in accordance
with, the laws of the State of South Carolina.
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SECTION FIFTEEN
TRUTH IN LEASING STATEMENT
THE AIRCRAFT, A 1985 CANADAIR CHALLENGER MODEL 601-1A MANUFACTURER'S SERIAL
NO. 3042, CURRENTLY REGISTERED WITH THE FEDERAL AVIATION ADMINISTRATION AS
N900CC, 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,
ESA MANAGEMENT, INC., 000 XXXX XXX XXXX XXXXXXXXX, XXXXX 0000, XX. XXXXXXXXXX,
XXXXXXX 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.
1, THE UNDERSIGNED, XXXXXX X. XXXXXXX, AS VICE PRESIDENT OF ESA MANAGEMENT,
INC., 000 XXXX XXX XXXX XXXXXXXXX, XXXXX 0000, XX. XXXXXXXXXX, XXXXXXX 00000,
CERTIFY THAT I AM RESPONSIBLE FOR OPERATIONAL CONTROL OF THE AIRCRAFT AND THAT I
UNDERSTAND MY RESPONSIBILITIES FOR COMPLIANCE WITH APPLICABLE FEDERAL AVIATION
REGULATIONS.
IN WITNESS WHEREOF, the parties have executed this Lease.
WYOMING ASSOCIATES, INC.
____________________________________ _____________________________________
Xxx X. Xxxxxxx, Xx., Vice President Date and Time of Execution
ESA MANAGEMENT, INC.
____________________________________ _____________________________________
Xxxxxx X. Xxxxxxx, Vice 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. 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.
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