HelicopterLeaseAgreement
EliteAviationVGT,LLC
ThisHelicopterLeaseAgreement(this"Agreement")ismadeandeffectivethis1stdayofNovember,2012(the"Effective Date") byandbetweenGeneralAircraft, Inc.(''Lessor"), located at2634AirportDrive,#103,North Las Vegas, NV89032.and EliteAviation VGTLLC(''Lessee"). Eachof Lessor andLessee is sometimeshereinafter referred toasa "Party" and as collectively the "Parties" as the context requires.
WHEREAS,Lessor ownsthatcertaintangible personal propertycommonly knownas aRobinson R44RavenII helicopter, registryN88IKE.serial #10031(the "Helicopter");
WHEREAS,Lessee isin thebusiness ofoperatingand maintaining aircraftand hastheappropriatestateand federallicenses, personneland facilities tooperate and maintain the Helicopter in compliance with state and federallaw;
WHEREAS, the Parties had previouslyagreed for Lessee toprovidemanagementand maintenance services to the Lessor pursuant to that certain Aircraft Use/Management Agreement datedSeptember 1, 2011; and
WHEREAS. Lessornow wishes to lease the Helicopter toLessee and Lessee wishes to lease the Helicopter from Lessor and both Parties wish to terminate the Aircraft Use/Management Agreement;
NOW THEREFORE, in consideration of the mutual covenants and promises hereinafter set forth,the parties agree as follow:
1.Prior Agreement Superseded. ThisAgreement supersedes andreplacesin itsentirety the Aircraft Use/ManagementAgreement datedSeptember 1,2011.
2.Grant ofLease: Term. Subject to the terms and conditionsset forth herein, Lessor grantsLessee a leasehold interest in the Helicopteras of the Effective Date, through and including the sooner of (a) December 31, 2014; (b) when the Hobbs register ontheHelicopter reaches atotaltime of 2200 hours;(c)upon termination ofthis Leaseperparagraph 12, below; or(d) upon either party terminating the agreement by delivering to the other party ninety (90)days prior written notice of termination.
3.Condition. Lessee acknowledgesand agrees that the Helicopter hasbeendeliveredto Lesseein an AIRWORTHY CONDITION with a current "Annual Inspection"or "100 HourInspection," asapplicable, with a beginningHobbs timeof1839.4and an airframe "Total Time" of1839.4.Upon the termination of this Agreement for any reason, Lessee shallreturn the Helicopter to Lessor in the same or better condition as received, save and except only reasonable and ordinary wear and tear.
4.Use.Lesseeshall usethe Helicopter inasafeand appropriatemannerand shall comply with andconform toall national, state, municipal, and other laws ordinances and regulations in any way relating to thepossession, use or maintenance of the Helicopter. Lessor understands that the Helicopter is tobeused for "rental" and "flight training", which is a highrisk activity. Lessee shallbesolelyresponsible for any damagetotheHelicopter thatmaybe experienced duringtheterm ofthis leaseand must provide appropriate insurance on the Helicopter for all uses.
5.Maintenance and Repair. Lessee shall, at its own cost and expense, repair and maintain the Helicopter so as tokeep it in good working order andoperating condition. In this regard, Lessee shallpay forall inspections, routineand nonroutine maintenance and all related labor.
Lessee shall be responsible for any damage orrepair to the Helicopter which is causedby any negligence or misuse by Lessee or its authorizedusers.Lessorshallbe responsibleonly forthecostof parts tocomply with mandatory AD's and SB's and the replacement of any timed components where replacement is not due to the actions of Lessee or its authorized users.
6.Rental Rate. Lessee shall pay toLessor ona monthly basis at the end of each month beginning on November 30, 2012 a rentalrate of $185.00perHobbs hour, with aminimum of40 hours eachmonth,regardless of actualusage and regardlessof theuse made by Lessee of the Helicopter. The minimum 40 hours of usage charge shall not accrue if unused to anysubsequent month.
Hobbs usage willbe documented andprovided toLessorby Lessee along with each payment within 10 days ofthe end of each month.
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7.Responsibilities&Fees. Lessor shall be responsible only for the following expenses relatedto the use of the Helicopter:
• Payment of all debt service, license and registration fees.
• Any applicable property taxes due for the operation of the Helicopter;
Lessee shall be responsible for all other expenses,including but not limited to the following:
• Hangar Parking (the Helicopter must be hangered when not in use);
• Insurance on the Helicopter;
• Fuel and regular operating oil; and
• Regular Maintenance and Repairs on the Helicopter, including annual, 50 and100 hourinspections.
8.Rental Payments. Rental payments shall be calculated and made on a calendarmonth. Lessee shallremit to Lessor the gross rentalrevenues for each month within ten (10) businessdays after theend ofeach month. Rental paymentsshall be calculated bymultiplying the number of Hobbshours used by $185.00,with aminimum of40 hours, as provided above. Lessee will provide monthly rental reports with each payment showing the Hobbsusage andcalculation ofpayment.
9.Surrender. Upon the expiration or earlier termination of this Agreement, Lessee shallreturn the Helicopterto Lessor in good repair, conditionand workingorder and shall pay for all parts, mechanisms, devices, ormaterialsrequired tomake it soat the time ofsurrender,keepingtheHelicopter in good mechanicalworking order and current inall ofits regularly scheduled inspections, ordinary wear&tearresulting from proper use thereof excepted, by deliveringthe Helicopter at Lessee'scostand expense to such place as Lessor shallspecify within the city orcounty in which the samewas delivered to Lessee.
10.Insurance.Lessee shallprocureandcontinuouslymaintaininsurance for allriskagainst loss of, or damageto,the Helicopter, naming the Lessor and theSecurity Holderon the Helicopteras loss payee,and liability and property damage insurance with limits as approved by Lessor, namingthe Lessor and the Security Holder on the Helicopter asadditionally named insuredandaloss payee.Lessee shall provide Lessorwith an original policy orcertificate evidencing such insurance. Hull value for this Helicopter shall be$210,000.
Unless· otherwise arranged in advance,down payments for any requiredinsurance premiumsshall bepaid upon Helicopter acceptance into the insurance policy. Premium refundscanonly be made at the end of the insurancepolicy period in the event of earlytermination of this Agreement unless otherwiseallowedby the insurance policy.
11.Reserve for Taxes. Lessor must supply all corporate reportinginformation, including a Federal Tax Id or Social Security Number, to comply with Federal vendor tax reporting (1099).
12.Default. If Lessee fails to make rentalpayments as described herein within ten (10) business days afterthe same is due andpayable, orif, Lessee fails to observe, keep orperform anyother provision of this Agreement required tobe observed,kept or performedby Lessee, Lessor shall have theright to exercise anyone or more of the following remedies: (i) take possession of the Helicopter, without demand or notice, wherever it may belocated, without court order or otherprocess of law; (ii) terminate this Agreement.
13.Ownership and Rights. TheHelicopteris, and shallat all times beandremain,the sole and exclusive property of the Lessor. Lessee shall have no right, title orinterest therein orthereto except as expressly set forthin this Agreement.
14.EntireAgreement. This Agreementconstitutestheentireagreementbetween thepartieson thesubject matterhereof and it shall not be amended, altered or changed except by a further writing signed by the parties hereto.
15.Notices. Service of all noticesunder this Agreement shallbe sufficient if givenpersonally orby certifiedmail,return receiptrequested, postage prepaid,attheaddress hereinafter set forth, or to such addressassuch partymayprovideinwriting fromtime to time or at the Parties last known address.
16.Assignment. Lessee shall not assign thisAgreementorits interest in theHelicopterwithout priorwrittenconsentof Lessor. Any such attempted assignment shallbe null and void.
17.Force Majeure. Non-performance of either party shall be excused to the extent that performanceis rendered impossible by strike,fire, flood, governmental acts,orders or restrictions, or anyother reason where failure to perform is beyond the control and not caused by the negligence of the non-conforming party.
18.Governing Law. This Agreement shall be construed and enforced according to laws of the State of Nevada.
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In Witness Whereof, the parties hereto have executed this Agreement as of the day and year first abovewritten.
General Aircraft, Inc.
/s/ Ian Johnson By: Ian Johnson Its: President | Date: Nov 1 2012 |
Elite Aviation VGT, LLC
/s/ Jason Duncan By: Jason Duncan Its: Member Manager | Date: Nov 1 2012 |
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