Exhibit 10.44
AIRCRAFT LEASE
This
Lease Agreement (“Lease” or “Agreement”) is
executed this 22nd day of August, 2004 by and between EAGLE III,
LLC, a Montana limited liability company (“Lessor”) and
SEMITOOL, INC., a Montana corporation, with its principal place of
business at 655 West Reserve Drive, Kalispell, Montana
(“Lessee”).
RECITALS
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A.
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Lessor is the owner of a 1994
Cessna Citation 525 (the “Aircraft”) with a serial
number of 525-0074 and a registration number of N511TC.
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B.
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Lessor has agreed to lease the
Aircraft to the Lessee pursuant to the terms hereof.
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NOW,
THEREFORE, in consideration of the mutual promises and covenants
exchanged herein and for other good and valuable consideration, the
parties hereto agree as follows:
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1.
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Term . The term of this Lease shall
be month to month (“Term”).
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2.
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Rental . Effective October 1, 2004,
Lessee hereby covenants and agrees to pay Lessor, during the Term,
a monthly rental of TWENTY-FIVE THOUSAND AND NO/100 DOLLARS
($25,000). All rental payments shall be made to Lessor, at a place
designated by Lessor, on or before the first day of each monthly
period of the Lease.
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3.
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Taxes . Lessee shall pay all taxes,
assessments, and charges imposed by any national, state, municipal
government or other public or airport authority on the Aircraft or
on its use during the Term and until re-delivery of the Aircraft to
the Lessor; and to save the Lessor free and harmless therefrom, and
reimburse the Lessor on a pro rata basis for any such taxes or
charges payable subsequent to the Term of this Lease.
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4.
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Maintenance and
Repair . Lessee shall maintain and
keep the Aircraft and all its components in good order and repair,
in accordance with the requirements of the Federal Aviation Agency
(“FAA”), or any other governmental authority having
jurisdiction, and within reasonable time replace in or on the
Aircraft any and all parts, equipment, appliances, instruments, or
accessories which may be worn out, lost, destroyed, confiscated, or
otherwise rendered unsatisfactory or unavailable for use in or on
the Aircraft. Any replacements on the Aircraft shall be (a) in good
operating condition and have a value, utility, and quality, at
least equal to that which the property replaced originally had, and
(b) at the time affixed to the Aircraft and made subject to this
Lease, owned by the Lessee free and clear of all liens and
encumbrances, it being understood that the Lessee shall have the
same protection as the Lessor under the standard warranty clause of
the manufacturer of the Aircraft the terms and provisions of said
warranty being incorporated herein; perform all major overhaul on
the Aircraft, whenever deemed necessary and as may be required by
the FAA or any other governmental authority during the Term of this
Lease, and all engine overhaul and inspection and maintenance
service.
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5.
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Insurance
. During the Term,
Lessee agrees to keep the Aircraft insured, at Lessee’s
expense, with companies acceptable to the Lessor and which are
qualified to do business in the State of Montana, for such amounts
and against such hazards as the Lessor may require, including, but
not limited to, hull damage and liability for personal injuries,
death or Aircraft damages, arising from or in any manner occasioned
by the acts or negligence of the Lessee or others in custody,
operation or use of the Aircraft, with losses under the hull damage
policies payable to the Lessor, in terms satisfactory to the
Lessor, and deliver the policies, or evidence of insurance
satisfactory to the Lessor, to Lessor with premium receipts. The
Lessee hereby appoints Lessor as the Lessee’s
attorney-in-fact to make proof of loss, and claim for, receive
payment of, and execute or endorse all documents, checks or drafts
for hull damage or return premium under the insurance
policies.
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6.
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Conforming Use
. Lessee shall
only use the Aircraft for the purposes and in the manner set forth
in any application for insurance executed by Lessee in connection
with the leased property and shall abide by and conform to, and
cause others to abide by and to, all laws, ordinances, orders,
rules and regulations, national, state, municipal, or otherwise,
now existing or hereafter enacted, controlling or in any way
affecting the operation, use, or occupancy of the Aircraft or the
use of any airport premises by Lessee.
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7.
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No Lien or
Assignment . Lessee shall keep safely,
and use carefully, the Aircraft, and shall not sell, or assign or
dispose of the Aircraft, or any interest therein, or any part
thereof, or equipment necessary thereto, or suffer or permit any
charge, lien, or encumbrance of any nature upon the Aircraft, or
any part thereof, or lend or rent the same.
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8.
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Sublease
. Upon prior
written approval of the Lessor, the Lessee shall have the right to
sublease the Aircraft, provided, however, the Aircraft is
maintained in conformance with all applicable rules and regulations
pertaining to the use to which the Aircraft shall be subjected. In
the event Lessee subleases the Aircraft, Lessee shall continue to
be responsible for the performance of its covenants and obligations
under this Agreement.
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9.
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Indemnification
. Lessee shall be
responsible for and liable to the Lessor for, and indemnify the
Lessor against, all damage to the Aircraft which occurs in any
manner from any cause or causes during the Term or until
re-delivery of the Aircraft. Lessee shall indemnify and save Lessor
harmless from and against all claims, cost, expenses, damages, and
liabilities, including personal injury, death, or Aircraft damage
claims arising out of, or in any manner occasioned by the operation
or use of the Aircraft, during the Term or until re-delivery of the
Aircraft to the Lessor, regardless of whether a claim occurs during
or after the Term.
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10.
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Licensed Pilotage
. Lessee shall not
permit the Aircraft to be operated by anyone other than a currently
certificated pilot having at least the minimum total pilot hours
required by the applicable insurance required by this
Lease.
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11.
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Lessor’s Right of
Inspection . Lessee shall permit the
Lessor, or its duly authorized agent or representative, to inspect
the Aircraft at any reasonable time, either on the land or aloft,
and to furnish any information in respect to the Aircraft and its
use that the Lessor may reasonably request.
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12.
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Delivery Upon
Termination . Lessee shall return, upon
demand, at the expiration of the Term, the Aircraft to the Lessor,
at such place as may be designated as when received, excepting only
for reasonable wear and tear, and damage by any cause covered by
collectible insurance; provided, however, that the designated place
shall not be more than one hundred fifty (150) miles from the home
airport at the outset of this Lease.
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13.
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Further Assurances
. Lessee and
Lessor each agree to execute and deliver to the other party any
additional or supplemental instruments or documents as may be
requested by either Lessor or Lessee in connection with this
Lease.
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14.
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Assignment of
Warranty . Lessor hereby assigns to the
Lessee, for and during the Term, any warranty of the manufacturer,
express or implied, issued on or relating to the Aircraft, and
hereby authorizes the Lessee to obtain the customary service
furnished by the m
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