Exhibit 10.14
SUBLEASE AGREEMENT
THIS SUBLEASE AGREEMENT ("Agreement"), dated as of the date below and
effective as of January 1, 2004, is entered into by Greenhill Aviation Co., LLC,
a New York limited liability company, with offices located at Westchester County
Airport, 00 Xxxxxx Xxxx, Xxxxx Xxxxxx, Xxx Xxxx 00000 ("Permittee"), and
Riversville Aircraft Corporation, a New York corporation ("Tenant"):
BACKGROUND
Pursuant to that certain Hangar and Office/Shop Use Permit dated as of June
25, 2003 ("Permit") between Signature Flight Support Corporation ("Signature")
and Permittee, Signature has authorized Permittee to use and occupy hangar space
of approximately 7,100 square feet in Signature's C-2 hangar storage facility
(the "Permitted Space"). Capitalized terms not defined herein shall have the
meaning attributable to them in the Permit.
Tenant desires to sublease 2,521 square feet of the Permitted Space (the
"Sublease Space") to be used and occupied by Tenant for the storage of its
Pilatus aircraft, registration number N922RG. Permittee desires to sublease the
Sublease Space to Tenant, subject to the Permit.
The parties agree as follows:
1. Lease of Sublease Space. Subject to the Permit, Permittee hereby
subleases to Tenant the Sublease Space. Notwithstanding anything to the contrary
contained herein, Tenant accepts the Sublease Space "AS IS, WHERE IS AND WITH
ALL FAULTS."
2. Permitted Use. Tenant may use the Sublease Space for any other use
permitted under the Permit and applicable law. Subject to the terms and
conditions of the Permit. Tenant agrees to comply with all applicable
governmental laws, rules, statutes and regulations, relating to its use of the
Sublease Space.
3. Term.
A. The term of this Agreement shall commence on the date herein below
written, and shall terminate on June 30, 2006 (the "Term"), provided that
Permittee and Tenant may terminate this Agreement upon 30 days prior
written notice to the other party.
B. Notwithstanding anything to the contrary herein, Tenant hereby
acknowledges and agrees that it shall not have the right to possession of
the Sublease Space beyond the term of the Permit, and this Agreement shall
immediately terminate upon the termination or cancellation of the Permit.
If Tenant remains in possession of the Sublease Space after the termination
or expiration of this Agreement, then Tenant will be deemed to be occupying
the Sublease Space on a month-to-month basis as a holdover tenant, subject
to the terms and conditions of this Agreement and the Permit (including
holdover rent).
4. Rent; Additional Rent.
A. Commencing on the date of this Agreement (the Commencement Date"),
Tenant will pay the Permittee, on or before the first (1st) day of each
calendar month in advance, to Permittee, at the address set forth above,
the amount of three thousand nine hundred dollars ($3,900).
B. Commencing on the Commencement Date, Tenant will be responsible to
pay, as additional rent, any and all expenses and costs arising out of
Tenant's use of the Sublease Space.
5. Approvals. Tenant, at Tenant's sole cost and expense, shall obtain and
maintain during the entire Term of the Permit all governmental licenses,
permits, approvals or other relief required of or deemed necessary by Tenant for
its use of the Sublease Space, including without limitation applications for
zoning variances, zoning ordinances, amendments, special use permits, and
construction permits (collectively referred to as "Governmental Approvals").
Permittee agrees to reasonably assist Tenant with such applications at no cost
to Permittee or Signature.
6. Indemnification and Insurance.
A. Tenant agrees to indemnify, defend and hold Permittee harmless from
and against any injury, loss, damage or liability (or any claims in respect
of the foregoing), costs or expenses (including reasonable attorneys' fees
and court costs) arising directly from the installation, use, maintenance
or repair of the Sublease Space or the breach of any provision of this
Agreement, except to the extent attributable to the gross negligence or
willful misconduct of Permittee, its employees or agents.
B. Tenant shall comply with all insurance requirements set forth in
the Permit. Tenant shall name Permittee and Signature as additional
insureds on all insurance policies required under the Permit.
7. Warranties.
A. Tenant and Permittee each acknowledge and represent that it is duly
organized, validly existing and in good standing and has the right, power
and authority to enter into this Agreement and bind itself hereto through
the party set forth as signatory for the party below.
B. Permittee represents and warrants that as long as Tenant is not in
default, then Permittee grants to Tenant sole, actual, quiet and peaceful
use, enjoyment and possession of the Sublease Space.
8. Environmental.
A. Tenant will be responsible for compliance with any and all
environmental and industrial hygiene laws, including any regulations,
guidelines, standards, or policies of any governmental authorities
regulating or imposing standards of liability or standards of conduct with
regard to any environmental or industrial hygiene condition or matters as
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may now or at any time hereafter be in effect, that are now or were related
to Tenant's activity conducted in, or on, the Sublease Space.
B. Tenant agrees to hold harmless and indemnify Permittee and
Signature from and to assume all duties, responsibilities, and liabilities
at its sole cost and expense, for all duties, responsibilities and
liability (for payment of penalties, sanctions, forfeitures, losses, costs,
or damages), and for responding to any action, notice, claim, order,
summons, citation, directive, litigation, investigation or proceeding which
is related to Environmental Damages, as defined in Section 10b of the
Permit, that arise directly or indirectly in connection with the presence,
suspected presence, relapse or suspected or threatened release of any
Hazardous and Regulated Substances arising from or caused by Tenant's use
of the Hangar.
C. To Permittee's current actual knowledge, neither Permittee nor any
third party has generated, disposed of, released, nor found any hazardous
materials on or about the Sublease Space in violation of any environmental
laws. It is understood by Tenant, however, that Permittee has not made any
independent investigations to confirm the accuracy of the foregoing
representation.
9. Tenant shall have access to the Sublease Space under the same terms and
conditions set forth in the Permit.
10. Removal. All personal property brought onto the Sublease Space by
Tenant will be and remain Tenant's personal property and, at Tenant's option,
may be removed by Tenant at any time during the Term; provided, that Tenant, at
its own cost, repairs any damages. Any alterations or improvements made by
Tenant to the Sublease Space shall be removed by Tenant prior to the end of the
Term and Tenant will restore the Sublease Space to its original condition.
11. Maintenance; Utilities.
A. Tenant will keep and maintain the Sublease Space in good condition,
reasonable wear and tear excepted.
B. Tenant will be responsible for an annual payment of its
proportionate share, equal to thirty percent (30%), of any maintenance or
utilities charged to Permittee.
12. Default and Right to Cure.
A. The following will be deemed a default by Tenant and a breach of
this Agreement: (i) nonpayment of Rent if such rents remain unpaid for more
than ten (10) days after the first day of each month; or (ii) Tenant's
failure to perform any other term or condition under this Agreement or
under the Permit within thirty (30) days after receipt of written notice
from Permittee or Signature specifying the failure. If Tenant remains in
default beyond any applicable cure period, Permittee will have the right to
exercise any and all rights and remedies available to it under law and
equity, including the right to cure Tenant's default and to deduct the
costs of cure from any moneys owed to Permittee by Tenant.
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B. The following will be deemed a default by Permittee and a breach of
this Agreement. Permittee's failure to perform any term or condition under
this Agreement within forty-five (45) days after receipt of written notice
from Tenant specifying the failure. No such failure, however, will be
deemed to exist if Permittee has commenced to cure the default within such
period and provided such efforts are prosecuted to completion with
reasonable diligence. Delay in curing a default will be excused if due to
causes beyond the reasonable control of Permittee. If Permittee remains in
default beyond any applicable cure period, Tenant will have the right to
exercise any and all rights available to it under law and equity.
13. Assignment/Sublease. Tenant may not assign or sublease this Agreement,
in whole or in part, without Permittee's and Signature's consent, which may be
withheld in each such parties sole discretion.
14. Notices. All notices, requests, demands and communications hereunder
will be given by first class certified or registered mail, return receipt
requested, or by a recognized overnight courier, postage prepaid, to be
effective when properly sent and received, refused or returned undelivered.
Notice will be addressed to the following:
Tenant: Riversville Aircraft Corporation
Permittee: Greenhill Aviation Co., LLC
00 Xxxxxx Xxxx
Xxxxxxxxxxx Xxxxxx Airport
White Plains, New York
Attn: Xxxx Xxxxx
and
Xxx Xxxxxxxxx
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
with a copy to: Xxxxxxxxxxxx Xxxx & Xxxxxxxxx LLP
0000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxx Xxxx, Xxxxxxxx 00000
Attn: Xxxxx Xxxxxxxx-Xxxxx, Esq.
Signature: Signature Flight Support Corporation
Westchester Xxxxxx Xxxxxxx
Xxxxx Xxxxxx, Xxx Xxxx 00000
Attn: General Manager
and
Signature Flight Support Corporation
000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxx 00000
Attn: Contracts
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Either party hereto may change the place for the giving of notice to it by
thirty (30) days' written notice to the other party as provided herein.
15. Severability. If any term or condition of this Agreement is found
unenforceable, the remaining terms and conditions will remain binding upon the
parties as though said unenforceable provision were not contained herein.
However, if the invalid, illegal or unenforceable provision materially affects
this Agreement, then the Agreement may be terminated by either party on ten (10)
days' prior written notice to the other party hereto.
16. Permit Terms.
A. This Agreement is subject to and Tenant accepts this Agreement
subject to all of the terms, covenants, provisions, conditions and
agreements contained in the Permit. This Agreement shall also be subject to
and Tenant accepts this Agreement also subject to any amendments and
supplements to the Permit hereafter made.
B. This Agreement expressly incorporates by reference, as if set forth
in full in this Agreement, all of the terms, covenants and conditions of
the Permit, unless clearly inapplicable.
C. In the event of and upon the termination or cancellation of the
Permit by Permittee or Signature pursuant to the terms and provisions
thereof, this Agreement shall automatically cease and terminate. In such
event Tenant shall have no claims whatsoever against Permittee or
Signature.
D. The terms, conditions and obligations imposed upon Tenant hereunder
shall be deemed supplementary to all terms, conditions, and obligations of
the Permit, which Tenant has assumed hereunder. In the event of any
inconsistency between this Agreement and the Permit, this Agreement shall
be construed so as to impose on Tenant the obligations of Permittee under
the Permit, unless such obligation has been expressly altered by the
provisions of this Agreement.
17. Miscellaneous.
A. Amendment; Waiver. This Agreement cannot be amended, modified or
revised unless done in writing and signed by an authorized agent of the
Permittee and an authorized agent of the Tenant, with the consent of
Signature. No provision may be waived except in a writing signed by both
parties.
B. Bind and Benefit. The terms and conditions contained in this
Agreement will be binding upon and will inure to the benefit of the
parties, their respective heirs, executors, administrators, successors and
assigns.
C. Entire Agreement. This Agreement and the exhibits attached hereto,
all being a part hereof, constitute the entire agreement of the parties
hereto and will supersede all prior offers, negotiations and agreements.
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D. Governing Law. This Agreement will be governed by the laws of the
state in which the Sublease Space are located, without regard to conflicts
of law.
E. Interpretation. Unless otherwise specified, the following rules of
construction and interpretation apply: (i) captions are for convenience and
reference only and in no way define or limit the construction of the terms
and conditions hereof; (ii) use of the term "including" will be interpreted
to mean "including but not limited to"; (iii) whenever a party's consent is
required under this Agreement, except as otherwise stated in the Agreement
or as same may be duplicative, such consent will not be unreasonably
withheld, conditioned or delayed; (iv) exhibits are an integral part of the
Agreement and are incorporated by reference into this Agreement; (v) use of
the terms "termination" or "expiration" are interchangeable, and (vi)
reference to a default will take into consideration any applicable notice,
grace and cure periods.
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IN WITNESS WHEREOF, the undersigned have caused this Agreement to be
executed this ______ day of April, 2004.
PERMITTEE:
XXXXXXXXX AVIATION CO., LLC
By:
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Name:
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Title:
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TENANT:
RIVERSVILLE AIRCRAFT CORPORATION
By:
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Name:
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Title:
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