EXHIBIT 10.42
AIRCRAFT LEASE
THIS AIRCRAFT LEASE (the "Lease") is made as of January 1, 1998, by and
between CAMBRIDGE INDUSTRIES, INCORPORATED, a Michigan corporation with its
principal place of business located at 555 Horace Brown Drive, Madison Heights,
Michigan 48071 ("Lessor"), and RICHARD CRAWFORD, whose address is 237 Lake Shore
Drive, Grosse Pointe Farms, Michigan 48236 ("Lessee").
RECITALS:
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A. Lessor has possession of and the right to use a certain aircraft more
particularly described in Exhibit "A" attached hereto and incorporated herein by
reference (the "Aircraft").
B. Lessee desires to lease from Lessor, and Lessor is willing to lease to
Lessee, the use of the Aircraft, upon the terms and subject to the conditions of
this Lease.
NOW THEREFORE, the parties agree as follows:
1. Lease. On the terms and subject to all of the conditions set forth in
this Lease, Lessor hereby agrees to lease the Aircraft to Lessor, and Lessee
hereby agrees to hire and lease from Lessor, the use of the Aircraft for a
maximum of thirty (30) hours during each month during the Term (defined in
Section 2 below). Every six (6) months during the Term, Lessee may increase the
maximum hours which Lessee may use the Aircraft in subsequent months during the
Term by written notice to Lessor, which written notice shall serve as an
amendment to this Lease.
2. Term; Termination. The term of the Lease (the "Term") shall commence
on the date hereof and shall end on the fifth anniversary of the date hereof.
3. Rentals.
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(a) During the Term, Lessee shall pay to Lessor at Lessor's address as
above indicated or at such other place as Lessor shall designate in writing an
hourly usage charge payment of Seven Hundred Ten and no/100 Dollars ($710.00)
for each hour that Lessee uses the Aircraft.
(b) Within ten (10) days following the end of each month during the Term,
Lessor shall send to Lessee a detailed invoice setting forth the aggregate hours
that Lessee used the Aircraft for such month and the aggregate usage charges
therefor. Lessee shall pay such charges to Lessor within fifteen (15) days
after Lessee's receipt of such invoice. The accuracy of each monthly invoice
shall be conclusive and binding upon Lessee unless Lessee provides Lessor with
written notice to the contrary within ten (10) days after Lessee's receipt of
such invoice.
4. Aircraft Base.
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(a) Lessor and Lessee agree that the Aircraft shall be based at Oakland
International Airport or, if Lessee elects by written notice to Lessor, at
Detroit City Airport (the "Home Base"), and at no other locations without
Lessor's prior written consent. Lessee shall not remove the Aircraft from the
Continental United States or from the Home Base for a period in excess of thirty
(30) calendar days, without Lessor's express, prior written consent. Whenever
the Aircraft is not in use at the Home Base, Lessor shall be responsible for
tie-down of the Aircraft or, at Lessor's option, storage in a suitable hangar.
(b) Subject to the provisions of Section 4(c) below, Lessor shall be
entitled to the complete use and operation of the Aircraft in the ordinary
course of Lessor's business during the Term. All maintenance, avionics,
inspections and Airworthiness Directive compliances shall be the responsibility
of and paid for by Lessor. In addition, whenever the Aircraft is not in use by
Lessee and once Lessee has utilized the Aircraft for the maximum hours allotted
to Lessee in any month hereunder, Lessor shall have the right to the complete
use and operation of the Aircraft.
(c) Subject to the provisions of Section 4(b) above, Lessor and Lessee
agree that Lessee shall be entitled to the exclusive use of the Aircraft for any
lawful purpose at any time upon delivery of twenty-four (24) hours advance
written notice to Lessor up to and including the maximum hours allotted to
Lessee hereunder.
5. Rights to Aircraft. Lessee shall keep the Aircraft free from all liens
and claims and shall not do or permit any act or thing whereby Lessor's right to
possess or use the Aircraft may be encumbered or impaired.
6. Taxes. Lessor shall be responsible to pay when due any and all
federal, state and local taxes assessed against the Aircraft, whether assessed
as a result of Lessor's ownership of the Aircraft or as a result of the
operation of the Aircraft (including operations by Lessee), including, without
limitation, all income, sales, use and/or excise taxes.
7. Insurance. Lessor shall keep the Aircraft, including all additions
thereto and all replacements or repairs thereof, insured against loss or damage
by fire, crash, and other hazards, casualties and contingencies, and Lessor
shall carry any other insurances in such amounts and for such periods as may
from time to time be required to insure the airworthiness and use of the
Aircraft for the benefit of Lessor and Lessee. Prior to the expiration of any
policy of insurance, Lessor shall renew or purchase new policies in like amounts
covering the same risks. All insurance policies shall carry a provision making
loss payable and breach of warranty endorsement to Lessor and to any party with
a secured interest in the Aircraft, as their interests shall appear. Such
policies shall be delivered to and held by Lessor and Lessor shall pay promptly
when due, all premiums for such insurance. Lessee will promptly give written
notice of any loss or damage to the Aircraft to Lessor and shall not adjust or
settle any such loss without Lessor's prior written consent. Lessor and Lessee
shall use the Aircraft only for the purposes and in the manner set forth in the
application for the various insurance policies required to be obtained by Lessor
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hereunder. Lessor shall permit the Aircraft to be operated only by currently
certified pilots having the minimum total pilot hours required by such insurance
companies and a current medical certificate. Each insurer shall agree, by
endorsement or by separate instrument furnished Lessor, that it will give Lessor
thirty (30) days written notice before the policy in question shall be altered
or canceled.
8. Maintenance; Inspection; Operation
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(a) Subject to the provisions of Section 8(b) below, Lessor shall be solely
responsible, at its sole cost and expense, for the completion and payment of all
maintenance, repair and inspection work required pursuant to the Federal
Aviation Administration (the "FAA") regulations and any airworthiness directives
pertaining to the Aircraft, including, without limitation, all engine and
airframe overhauls, hot sections and engine failure repairs. Lessee shall be
solely responsible for authorizing and supervising all such maintenance repair
and inspection work such that the Aircraft is at all times kept completely
airworthy and in operating condition in compliance with all FAA regulations and
all regulations of any other federal, state or local government agency having
power to regulate or supervise the Aircraft or Lessee's maintenance, use or
operation of the Aircraft.
(b) Notwithstanding the provisions of Section 8(a) above, Lessee shall be
responsible for and shall pay for all maintenance, repair and inspection work
required to be performed on the Aircraft as a result of its negligence in the
operation of the Aircraft as well as all repairs required to be made to the
interior of the Aircraft as a result of its operation of the Aircraft, due to
Lessee's negligence.
(c) Lessor may, without notice, at any and all reasonable times enter upon
any place where the Aircraft is located and inspect the Aircraft and its
logbooks, airframe and engine records and other records. Lessee agrees to allow
Lessor (or any authorized representative of Lessor) to inspect and examine the
Aircraft and any of its records and to make copies or extracts therefrom for any
lawful purpose, including the purpose of determining the amount of rent due
under this Lease at any reasonable time and as often as may be reasonably
requested by Lessor.
(d) Lessor agrees that the Aircraft shall, at all times during the Term, be
operated by duly qualified pilots employed by Lessor. Lessor represents and
warrants to Lessee that each of the pilots will be operating the Aircraft on
Lessee's behalf or who will operate the Aircraft in connection with the
performance of maintenance, repair and inspection work on the Aircraft will be
duly licensed and meet all requirements established and specified under any
insurance policies required to be obtained under this Lease.
9. No Warranty. Lessor is not the manufacturer of the Aircraft nor the
agent for such manufacturer and makes no warranty, either express or implied, as
to any matter whatsoever, including without limitation, the Aircraft's
condition, merchantability or fitness for any purpose, nor against defects in
material, workmanship or capacity of the Aircraft or otherwise, whether
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patent or latent, nor any warranty that the Aircraft will comply with any law,
specification or contract of any kind or nature.
10. Alterations. Lessee shall not make any alterations, additions, or
improvements to the Aircraft without Lessor's express, prior written consent.
All additions and improvements of whatsoever kind or description made to the
Aircraft shall belong to Lessor and become Lessor's property upon their creation
and Lessee shall have no interest therein.
11. Return of Aircraft. Upon the termination of this Lease, the Aircraft
shall be returned unencumbered to Lessor at the Home Base in the same condition
as when received by Lessee, reasonable wear and tear and additional engine hours
from proper use thereof excepted.
12. Assignment. Neither party shall assign, transfer, or convey its
interest in this Lease without the other party's prior, written consent.
13. Notices. All notices required hereunder shall be sent by regular mail
to Lessor or Lessee at its respective address first above shown or to the last
known address thereof. Where reasonable notice is required by applicable law,
such requirement shall be met if such notice is sent by regular mail to the
person entitled to such notice within five (5) calendar days before the
occurrence of the event for which such notice is given.
14. Entire Agreement; Waiver. No party's failure at any time or times to
require strict performance by the other party of any of the terms or provisions
of this Lease shall not waive, affect or diminish any such party's right to
demand strict compliance and performance thereof, and any waiver of any default
shall not waive or affect any other or subsequent default. None of the
conditions, provisions, and terms contained herein shall be deemed to have been
waived by any act or knowledge of any party, his or its agents, officers, or
employees, as the case may be. No waiver shall be effective unless in writing
specifically identifying such waiver and signed by the waiving party. This
Lease constitutes the entire Agreement between the parties and, except as
otherwise provided herein, may not be altered or amended except by an agreement
in writing signed by the parties.
15. Governing Law. The interpretation, enforcement, and validity of this
Lease shall be governed and controlled by the laws of the State of Michigan.
Any provision of this Lease prohibited by law shall be ineffective to the extent
of such prohibition without invalidating the remaining provisions in this Lease
and the rights given the parties under this Lease shall be in addition to all
rights given to the parties by virtue of any statute or rule of law.
16. Miscellaneous.
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(a) The headings to the sections of this Lease are solely for the
convenience of the parties and are not to be construed as a part of the Lease or
an aid in the interpretation of the instrument.
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(b) Lessee agrees to execute and deliver to Lessor all instruments,
documents and other writings as may be necessary to carry out the intent and
purposes of this Lease.
(c) All charges relating to the delivery of the Aircraft to Lessee or to
the return of same to Lessor, including costs, expenses, and attorney fees,
shall be borne by Lessee and shall be paid to Lessor forthwith. If Lessee holds
the Aircraft beyond the termination date of this Lease, Lessee shall pay rent
therefor at the rate provided for in this Lease until the Aircraft arrives at
Lessor's premises.
(d) This Lease shall be binding upon and inure to the benefit of the
parties and their successors and assigns.
(e) This Lease may be executed in counterparts and each such counterpart
when taken together shall constitute one and the same agreement, fully binding
upon the parties.
IN WITNESS WHEREOF, the parties have executed this Lease as of the date
first set forth above.
LESSOR
CAMBRIDGE INDUSTRIES, INCORPORATED
By:___________________________________
Its:__________________________________
LESSEE
______________________________________
RICHARD CRAWFORD
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