Exhibit 10.1
AIRCRAFT DRY LEASE
This Lease of aircraft is made effective as of January 9, 2009, by and between Intrepid Production Holdings LLC , a Colorado limited liability company, with an address of 700 17th St., Suite 1700, Denver, CO 80202 (" Lessor" ), and Intrepid Potash, Inc., a
Delaware corporation, with an address of 700 17th St., Suite 1700, Denver, CO 80202 (" Lessee" ).
RECITALS The parties recite that:
WHEREAS, Lessor owns and is the registered owner of the airframe together with the Engines, APU(s) and all appliances, parts, instruments, avionics and appurtenances thereto, including any replacement part(s) or engine(s) which may be installed on the Aircraft from time to time, and all logs, manuals and other records relating to such Aircraft (collectively, the " Aircraft" ):
FAA Registration Number: N944AL Aircraft Serial Number: 4124 Aircraft Manufacturer: Gulfstream Aerospace Aircraft Model: GIV-X (G450) Aircraft Year: 2008 Engine Serial Numbers: 85249 and 85250 Engine Manufacturer: Rolls-Royce Engine Model: TAY MK 611-8C
WHEREAS, 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 $5,950 per flight hour, Lessor agrees to lease the Aircraft to Lessee. Lessee acknowledges that Lessor has also entered into a management agreement with Airmax, LLC, a
limited liability company organized under the laws of the State of Colorado with an address at 13000 E. Control Tower Road, Box K 7, Englewood, CO 80112, pursuant to which Airmax, LLC shall manage the Aircraft according to 14 C.F.R Part 91 and Airmax, LLC' s policies. 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 will commence on the date first above written and continue for one year after said date. Thereafter, this Lease will 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 set forth above.
SECTION THREE
PRIVATE AND COMMERCIAL OPERATION Neither Lessee nor Lessor will make the Aircraft available for hire within the meaning of the Federal Aviation Regulations. The Aircraft must be operated in accordance with 14 C.F.R. Part 91 at all times. Lessor and Lessee hereby agree that Lessee shall have complete and uncompromised operational control of the Aircraft under 14 C.F.R. Part 91 at all times the Aircraft is operated by Lessee under this Lease. Lessee represents and warrants that it is leasing the Aircraft for either:
(a) the personal transportation of Lessee and Lessee' s guests where no charge, assessment or fee is made for such transportation; or
2 (b) the transportation of Lessee' s officials, employees, guests and property where such transportation is within the scope of or incidental to Lessee' s business. Lessee represents and warrants that it is not leasing the Aircraft for the purpose of charter or lease to third parties which could be considered commercial air transportation or air transportation for hire as set out in the Federal Aviation Regulations.
SECTION FOUR
INSURANCE
At all times during the term of this Lease, Lessor will also cause to be carried and maintained 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 $ 200,000,000
Medical Expense Coverage - Each Person $ 50,000
Lessee' s proportionate share of the cost of the above insurance is included in Lessee' s lease payments to Lessor. Lessee will 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 Lessee as an additional insured; and (ii) shall contain a waiver by the underwriter thereof of any right of subrogation against Lessor; and (iii) shall provide that in respect of the interests of Lessor,
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such policies of insurance shall not be invalidated by any action or inaction of Lessee or any other person and shall insure Lessor (subject to the limits of liability and war risk exclusion set forth in such policies) regardless of any breach or any violation of any warranty, declarations or conditions contained in such policies by Lessee or any other person; and (iv) sha ...