Aviation VGT, LLC
Helicopter Lease Agreement
(this "Agreement") is
made and effective
this 1st day
of November, 2012 (the "Effective
Date") by and between General
Aircraft, Inc. (''Lessor"), located at 2634 Airport
Drive, #103, North Las Vegas, NV
89032. and Elite Aviation VGT LLC
(''Lessee"). Each of Lessor and Lessee
is sometimes hereinafter referred to as
a "Party" and as collectively the "Parties" as the context requires.
owns that certain tangible
personal property commonly known as a Robinson
R44 Raven II helicopter,
registry N88IKE. serial # 10031 (the
Lessee is in the business of
operating and maintaining aircraft and
has the appropriate
state and federal licenses, personnel
and facilities to operate and maintain the Helicopter in compliance with state
and federal law;
the Parties had previously agreed for Lessee to
provide management and maintenance
services to the Lessor pursuant to that certain Aircraft Use/Management Agreement dated September
1, 2011; and
now wishes to lease the Helicopter to Lessee 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:
Agreement Superseded. This Agreement supersedes and replaces in
its entirety the Aircraft Use/Management Agreement
dated September 1, 2011.
2. Grant of Lease:
Term. Subject to the terms and conditions set forth herein, Lessor grants Lessee
a leasehold interest in the Helicopter as of the Effective Date, through and
including the sooner of (a) December 31, 2014; (b) when the Hobbs register on the Helicopter
reaches a total time of 2200
hours; (c) upon termination of this
Lease per paragraph 12, below;
or (d) upon either party terminating the agreement by delivering to the other party
ninety (90) days prior written notice of termination.
Lessee acknowledges and agrees that the Helicopter has been delivered to
Lessee in an AIRWORTHY CONDITION with a current "Annual
Inspection" or "100 Hour Inspection,"
as applicable, with a beginning Hobbs
time of 1839.4 and an airframe "Total Time" of 1839.4. Upon
the termination of this Agreement for any reason, Lessee shall return the
Helicopter to Lessor in the same or better condition as received, save and except only reasonable and ordinary wear and
Use. Lessee shall use
the Helicopter in a safe
and appropriate manner and shall
comply with and conform to all national,
state, municipal, and other laws ordinances and regulations in any way relating to the possession,
use or maintenance of the Helicopter. Lessor understands that the Helicopter is to be
used for "rental" and "flight training", which is a high risk
activity. Lessee shall be solely
responsible for any damage to the
Helicopter that may be experienced
during the term of
this lease and must provide appropriate insurance on the Helicopter for all uses.
Maintenance and Repair. Lessee shall, at its own cost and expense, repair and maintain the Helicopter so as to
keep it in good working order and operating condition. In this regard, Lessee
shall pay for all inspections, routine
and non routine maintenance and all related labor.
Lessee shall be responsible
for any damage or repair to the Helicopter which is caused
by any negligence or misuse by Lessee or its authorized users.
Lessor shall be responsible
only for the cost
of parts to comply 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.
Rental Rate. Lessee shall pay to Lessor on
a monthly basis at the end of each month beginning on November 30, 2012 a rental rate
of $185.00 per Hobbs hour,
with a minimum of 40 hours each
month, regardless of actual usage
and regardless of the use made by Lessee
of the Helicopter. The minimum 40 hours of usage charge shall not accrue if unused to any
Hobbs usage will
be documented and provided to Lessor
by Lessee along with each payment within 10 days of the end of each month.
7. Responsibilities & Fees.
Lessor shall be responsible only for the following expenses related to the use of
• 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
• Fuel and regular
operating oil; and
• Regular Maintenance
and Repairs on the Helicopter, including annual, 50 and 100 hour
Rental Payments. Rental payments shall be calculated and made on a calendar
month. Lessee shall remit to Lessor the gross rental
revenues for each month within ten (10) business days after the
end of each month. Rental payments shall
be calculated by multiplying the number of Hobbs
hours used by $185.00, with a minimum
of 40 hours, as provided above. Lessee will provide monthly rental reports with each
payment showing the Hobbs usage and calculation
Surrender. Upon the expiration or earlier termination of this Agreement, Lessee
shall return the Helicopter to Lessor in
good repair, condition and working order
and shall pay for all parts, mechanisms, devices, or materials
required to make it so at the time
of surrender, keeping
the Helicopter in good mechanical working
order and current in all of its regularly
scheduled inspections, ordinary wear &
tear resulting from
proper use thereof excepted, by delivering the Helicopter at Lessee's
cost and expense to such place as Lessor shall
specify within the city or county in which the same
was delivered to Lessee.
Insurance. Lessee shall
procure and continuously
maintain insurance for all risk
against loss of, or damage to, the Helicopter,
naming the Lessor and the Security Holder on
the Helicopter as loss payee, and liability
and property damage insurance with limits as approved by Lessor, naming the Lessor and
the Security Holder on the Helicopter as additionally named insured and a loss
payee. Lessee shall provide Lessor with an original policy or
certificate evidencing such insurance. Hull value for this Helicopter shall be $210,000.
otherwise arranged in advance, down payments for any required
insurance premiums shall be paid
upon Helicopter acceptance into the insurance policy. Premium refunds can
only be made at the end of the insurance policy period in the event of early
termination of this Agreement unless otherwise allowed
by the insurance policy.
11. Reserve for Taxes.
Lessor must supply all corporate reporting information, including a Federal Tax Id
or Social Security Number, to comply with Federal vendor tax reporting (1099).
Default. If Lessee fails to make rental payments as described herein within
ten (10) business days after the same is due and
payable, or if, Lessee fails to observe, keep or
perform any other provision of this Agreement required to
be observed, kept or performed by
Lessee, Lessor shall have the right to exercise any
one or more of the following remedies: (i) take possession of the Helicopter, without demand or notice, wherever it may
be located, without court order or other process
of law; (ii) terminate this Agreement.
13. Ownership and Rights.
The Helicopter is, and shall
at all times be and remain,
the sole and exclusive property of the Lessor. Lessee shall have no right, title or
interest therein or thereto except as expressly set forth
in this Agreement.
Entire Agreement. This Agreement constitutes
the entire agreement
between the parties on the
subject matter hereof and it shall not be amended, altered or changed except
by a further writing signed by the parties hereto.
Notices. Service of all notices under this Agreement shall
be sufficient if given personally or by
certified mail, return receipt
requested, postage prepaid, at the
address hereinafter set forth, or to such address as
such party may provide
in writing from time to time or
at the Parties last known address.
Lessee shall not assign this Agreement or
its interest in the Helicopter without
prior written consent
of Lessor. Any such attempted assignment shall be null and void.
Majeure. Non-performance of either party shall be excused to the extent that performance
is rendered impossible by strike, fire, flood, governmental acts,
orders or restrictions, or any other 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.
In Witness Whereof, the parties hereto have
executed this Agreement as of the day and year first above written.
General Aircraft, Inc.
/s/ Ian Johnson
By: Ian Johnson
|Date: Nov 1 2012|
Elite Aviation VGT, LLC
/s/ Jason Duncan
By: Jason Duncan
Its: Member Manager
|Date: Nov 1 2012|