Looking for an agreement? Search from over 1 million agreements now.

Non-exclusive Aircraft DRY Lease Dated 3/1/02

This is an actual contract by Pierre Foods.

Save time and money with our Premium Packages.
Buy all (8) recommended agreements for
$140.00 (50% savings)
Agreement Preview
Sectors: Food, Beverages and Tobacco
Governing Law: North Carolina, View North Carolina State Laws
Effective Date: March 01, 2002
Related Agreement Types:
Search This Document
EXHIBIT 10.44


NON-EXCLUSIVE AIRCRAFT DRY LEASE


BETWEEN


COLUMBIA HILL AVIATION, LLC
as Lessor


AND


PIERRE FOODS, INC.
as Lessee


Dated as of March 1, 2002


Lease of British Aerospace BAe 125 Series 800A
Serial No. 258049
FAA Registration No. N796CH


TABLE OF CONTENTS


1. Lease.....................................................................1 2. Definitions...............................................................1 3. Term......................................................................2 4. Rent; Unconditional Obligations; Grant of Security Interest...............3 5. Disclaimer; Assignment of Warranties......................................4 6. Return....................................................................4 7. Representations and Warranties............................................5 8. Liens.....................................................................5 9. Insurance.................................................................5 10. Compliance with Laws; Location, Operation and Maintenance; Additions......6 11. Certain Transactions......................................................7 12. Loss or Damage............................................................7 13. General Indemnity.........................................................8 14. Events of Default.........................................................8 15. Remedies..................................................................9 16. Lessor's Right to Perform.................................................9 17. Assignment or Sublease...................................................10 18. Further Assurances; Financial Information................................10 19. Notices..................................................................10 20. Miscellaneous............................................................10 21. Truth-in-Leasing.........................................................11


EXHIBIT A - BASIC RENT/SECURITY DEPOSIT


NON-EXCLUSIVE AIRCRAFT DRY LEASE


This Non-exclusive Aircraft Dry Lease, dated as of March 1, 2002, between COLUMBIA HILL AVIATION, LLC, a North Carolina limited liability company ("Lessor"), and PIERRE FOODS, INC., a North Carolina corporation ("Lessee").


1. Lease. Lessor agrees to lease to Lessee and Lessee agrees to lease from Lessor hereunder, the aircraft ("Aircraft") which is described in Section 2 hereof. 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.


2. Definitions. As used in this Lease, the following terms shall have the following meanings (such definitions to be equally applicable to both the singular and plural forms of the terms defined):


"Aircraft" shall mean the Airframe to be leased hereunder together with the Engine(s) to be leased hereunder whether or not any of the Engines may at the time of determination be installed on the Airframe or any other airframe.


"Airframe" shall mean one (1) British Aerospace BAe Series 800A aircraft, manufacturer's serial number 258049, FAA Registration No. N796CH, together with any and all Parts thereof.


"Aviation Act" means Subtitle VII of Title 47 of the United States Code, as amended from time to time, or any similar legislation of the United States enacted to supersede, amend or supplement such Act.


"Business Day" shall mean a day other than a Saturday, Sunday or legal holiday under the laws of the State of North Carolina or New York.


"Commencement Date" shall mean March 1, 2002.


"Default" shall mean any event or condition which with notice, lapse of time or both would constitute an Event of Default.


"Engine(s)" shall mean two Garrett TFE 731-5R-1H jet engines, manufacturer's serial numbers P-91201 and P-91202, which shall be installed on the Airframe as of the Commencement Date, together with any and all Parts thereof. Each engine is rated at seven hundred fifty (750) or more take off horsepower or its equivalent.


"Event of Default" shall have the meaning specified in Section 14 hereof.


"FAA" shall mean the Federal Aviation Administration or any applicable successor governmental authority.


1


"Late Charge Rate" shall mean an interest rate per annum equal to the Reference Rate plus four percent (4%) per annum but not to exceed the highest rate permitted by applicable law.


"Lease" and the terms "hereof," "herein," "hereto" and "hereunder," when used in this Non-exclusive Aircraft Dry Lease, shall mean and include this Non-exclusive Aircraft Dry Lease, as the same may from time to time be amended, modified or supplemented.


"Lessor's Liens" shall mean any mortgage, pledge, lien, security interest, charge, encumbrance, financing statement, title retention, taxes or any other right or claim of any person claiming through or under Lessor other than the interest of the Lessor as owner and Lessor of the Aircraft hereunder.


"Liens" shall mean any mortgages, pledge, lien, security interest, charge, encumbrance, financing statement, title retention or any other right or claim of any person with respect to the Aircraft, other than any Lessor's Liens.


"Parts" shall mean any and all avionics, instruments, appliances, furnishings, repairs, parts, appurtenances, accessories and other equipment and attachments incorporated or installed in or attached to the Airframe or any Engine and from time to time incorporated or installed in or attached to the Airframe or any Engine, together with all additions, attachments or accessions to any of the foregoing and all replacements and substitutions for any of the foregoing.


"Person" shall mean an individual, partnership, corporation, business trust, joint stock company, trust, incorporated association, joint venture, governmental authority or other entity of whatever nature.


"Reference Rate" shall mean an interest rate per annum equal to (i) the one (1) month London Interbank Offered Rate (LIBOR), as published in the Money Rates section of The Wall Street Journal from time to time; provided, however, in no event shall LIBOR be less than two per cent (2.0%), plus (ii) three and forty-nine hundredths percent (3.49%).


"Rent Payment Date" shall mean each date on which an installment of rent is due and payable pursuant to Section 4(a) and (b) hereof.


"Security Deposit" shall have the meaning specified in Section 4 hereof.


"Term" shall mean the term of the Lease of the Aircraft hereunder specified in Section 3 hereof and any renewal period.


3. Term.


a. Initial Term. The lease term of this Lease shall commence on the Commencement Date and shall continue until February 28, 2006. This Lease shall not terminate for any reason, except as expressly provided herein.


2


b. Renewal Option. The initial term of this Lease may be renewed for one (1) additional term upon the same terms and conditions, which shall commence upon March 1, 2006, and shall continue until December 11, 2008. Lessee shall give Lessor at least ninety (90) days prior written notice of Lessee's intent to exercise its option to renew this Lease for the renewal period.


4. Rent; Deposit; Unconditional Obligations .


a. Lessee shall pay rent in the manner set forth in Exhibit "A" attached hereto.


b. Lessee shall also pay to Lessor, on demand, interest at a rate per annum equal to the Late Charge Rate on any installment of rent and on any other amount owing hereunder which is not paid when due, for any period for which the same shall be overdue. Each payment made under this Lease shall be applied first to the payment of interest then owing and then to rent or other amounts owing hereunder. Interest shall be computed on the basis of a three hundred sixty (360) day year and actual days elapsed.


c. Prior to the Commencement Date, Lessee shall remit to Lessor a security deposit in an amount set forth in Exhibit "A" hereto. Such amount shall constitute a security deposit (the "Security Deposit") under this Lease, shall be non-refundable during the Term of this Lease, and shall be held by Lessor as security for the timely and faithful performance by Lessee of all of Lessee's obligations under this Lease and for any damage or excessive wear and tear upon the Aircraft caused by Lessee. Lessee hereby grants Lessor a continuing security interest in the Security Deposit. Any interest accruing on the Security Deposit shall be the income and property of Lessor. If Lessee fails to pay rent hereunder or to pay any other sums due or to perform any of the other terms and provisions of this Lease or is otherwise in Default hereunder, Lessor may (but is not obligated to) use, apply or retain all or any portion of the Security Deposit in partial payment for sums due to Lessor by Lessee, to compensate Lessor for any sums it may in its discretion advance as a result of a Default by Lessee, or to apply toward losses or expenses Lessor may suffer or incur as a result of Lessee's Default hereunder. If Lessor uses or applies all or any portion of such Security Deposit, such application shall not be deemed a cure of any Default, and Lessee shall within five (5) days after written demand therefor deposit with Lessor in cash an amount sufficient to restore the Security Deposit to its original sum and the failure of Lessee to do so shall be a material breach of this Lease by Lessee. Provided Lessee is not in Default under this Lease and subject to the rights of Lessor to offset against amounts owed to Lessor as set forth above, the Security Deposit shall be returned to Lessee upon the expiration of the Term.


d. This Lease is a dry lease, and Lessee's obligation to pay all rent and all other amounts payable hereunder is ABSOLUTE AND UNCONDITIONAL under any and all circumstances, except as expressly provided herein and shall not be effected by any circumstances of any character whatsoever, including, without limitation, (i) any set-off, counterclaim, recoupment, defense, abatement or reduction or any right which Lessee may have against Lessor, the manufacturer or supplier of the Aircraft or anyone else for any reason whatsoever; (ii) any defect in the condition, design or operation of, or lack of fitness for use of, for any damage to, or loss of, all or any part of the Aircraft from any cause whatsoever; (iii) the existence of any Liens with respect to the Aircraft; (iv) the invalidity, unenforceability or disaffirmance of this Lease or any


3


other document related hereto; or (v) the prohibition of or interference with the use of possession by Lessee of all or any part of the Aircraft, for any reason whatsoever, including without limitation, by reason of (1) use of the Aircraft by another lessee; (2) claims for patent, trademark or copyright infringement; (3) present or future governmental laws, rules or orders; (4) the insolvency, bankruptcy, or reorganization of any person; and (5) any other cause whether similar or dissimilar to the foregoing, any present or future law to the contrary notwithstanding. Provided, the foregoing shall not be construed as a waiver of the Lessee to assert a claim against the Lessor for breach of this Lease under a separate action.


5. Disclaimer. LESSOR NEITHER MAKES NOR SHALL BE DEEMED TO HAVE MADE AND LESSEE HEREBY EXPRESSLY WAIVES ANY WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS TO THE AIRCRAFT INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OR REPRESENTATION AS TO THE DESIGN, QUALITY OR CONDITION OF THE AIRCRAFT OR ANY WARRANTY OF MERCHANTABILITY OR FITNESS OF THE AIRCRAFT FOR ANY PARTICULAR PURPOSE OR TO AS TO ANY OTHER MATTER RELATING TO THE AIRCRAFT OR ANY PART THEREOF, EXCEPT THAT LESSOR WARRANTS THAT ON THE COMMENCEMENT DATE LESSOR HAS GOOD AND MARKETABLE TITLE TO THE AIRCRAFT AND THAT IT HAS THE RIGHT TO LEASE THE AIRCRAFT TO LESSEE PURSUANT TO THIS AGREEMENT. LESSOR WARRANTS THAT THE AIRCRAFT SHALL BE FREE AND CLEAR OF LESSOR'S LIENS DURING THE LEASE TERM.


LESSEE CONFIRMS THAT IT HAS SELECTED THE AIRCRAFT AND EACH PART THEREOF ON THE BASIS OF ITS OWN JUDGMENT AND EXPRESSLY DISCLAIMS RELIANCE UPON ANY STATEMENTS, REPRESENTATIONS OR WARRANTIES MADE BY LESSOR, AND LESSEE ACKNOWLEDGES THAT LESSOR IS NOT A MANUFACTURER OR A VENDOR OF ANY PART OF THE AIRCRAFT.


LESSOR NEITHER MAKES NOR SHALL BE DEEMED TO HAVE MADE ANY REPRESENTATION OR WARRANTY AS TO THE ACCOUNTING TREATMENT TO BE ACCORDED TO THE TRANSACTIONS CONTEMPLATED BY THIS LEASE OR AS TO ANY TAX CONSEQUENCES AND/OR TAX TREATMENT THEREOF.


6. Flight Requests. Lessee shall use its best efforts
-- End of Preview --
Home| About Us| FAQ| Subscription | Contact Us |

Privacy Policy   Terms of Service  3.88.220.93