Exhibit 10.1
CHARTER
AGREEMENT
This CHARTER AGREEMENT (the
“Agreement”) is made and entered into as of
April 29, 2005, by and between PROFLITE LLC, a Delaware
limited liability company, having its principal place of business
at 233 Industrial Avenue, Teterboro, New Jersey, 07608
(“ProFlite”) and MONSTER WORLDWIDE, INC., a Delaware
corporation, having its principal place of business at 622 Third
Avenue, New York, New York, 10017
(“Customer”).
W I T N E S S E T H:
WHEREAS, ProFlite is in the business
of operating and chartering aircraft and is the holder of a valid
Air Carrier Certificate issued by the FAA under Part 135 of
the Federal Aviation Regulations (“FARs”);
WHEREAS, ProFlite has placed a
Gulfstream Aerospace G-V aircraft, manufacturer’s Serial
Number 592, Federal Aviation Administration (“FAA”)
Registration Number N90AM with two (2) BMW Rolls-Royce BR710
engines, Serial Numbers 11291 and 11292 (the
“Aircraft”) on ProFlite’s FAA Air Carrier
Certificate No. U8FA077C;
WHEREAS, Customer desires to charter
the Aircraft from ProFlite and ProFlite desires to charter the
Aircraft to Customer.
NOW, THEREFORE, in consideration of
the foregoing recitals, the mutual promises, covenants, agreements,
representations and warranties contained in this Agreement, the
parties agree as follows:
1.
Term . The term of this Agreement shall
commence on the date hereof and end on May 1, 2006
(“Expiration Date”). In the event neither party
gives the other party written notice of termination at least thirty
(30) days prior to the Expiration Date, this Agreement shall be
automatically renewed for a one (1) year period upon the same
terms and conditions. Further, this Agreement shall continue
to be automatically renewed for additional one (1) year
periods on the same terms and conditions if no notice of
termination is received by either party at least thirty (30) days
prior to the end of the preceding one (1) year extension
period. (The initial period and any extensions thereof shall
hereinafter be referred to as the “Term”.)
Notwithstanding anything to the contrary set forth above,
(i) Customer or ProFlite may terminate the Agreement at any
time upon giving the other party at least thirty (30) days written
notice and (ii) Customer may terminate this Agreement
immediately upon (a) suspension or revocation of
ProFlite’s Part 135 certificate or (b) if in any
year, aircraft operated by ProFlite are involved in more than two
(2) incidents or accidents reportable to the Federal Aviation
Administration (the “FAA”) under its rules and
regulations as incidents or accidents and as a result of the
circumstances of such incidents or accidents the FAA suspends the
ProFlite’s pilot in command’s commercial pilot
certificate or otherwise determines that the incidents or accidents
were ProFlite’s fault.
2.
Charter Services and
Operation .
a)
Charter Services
. ProFlite shall operate all
flights conducted pursuant to this Agreement in accordance with the
applicable provisions of Part 135 of the FARs. In
addition, ProFlite shall provide the following services as
requested by Customer and as appropriate: i)
schedule and dispatch flight; ii) arrange ground
transportation requirements for Aircraft passengers; iii) arrange
for catering; iv) arrange for landing permits, clearances, and
ground handling for domestic and international destinations; and v)
coordinate aircraft movements to support Customer’s travel
schedule.
b)
Operational Control
. It is hereby jointly agreed
and acknowledged between ProFlite and Customer that during all
phases of all flights conducted with the Aircraft under this
Agreement, ProFlite shall have and retain exclusive operational
control and possession, command and control over the Aircraft and
the flight crew, and shall exercise sole authority over initiating,
conducting or terminating any flight.
c)
Discretion of Pilot in
Command . ProFlite
and Customer expressly agree that the pilot-in-command of the
Aircraft may, in his or her sole discretion, terminate any flight,
refuse to commence any flight, or take any other flight-related
action which, in the judgment of the pilot-in-command, is necessary
to ensure the safety of the Aircraft, the passengers and the flight
crew. The pilot-in-command shall have final and complete
authority to postpone or cancel any flight for any reason or
condition which, in his or her judgment, would compromise the
safety of the flight.
3.
Fees and Expenses
.
a)
Charter Rate
. Customer shall be entitled
to One Hundred Fifty (150) charter hours of flight time on the
Aircraft per year during each twelve month period of the Term of
this Agreement beginning on the date hereof. Customer shall
pay a charter rate of Six Thousand United States Dollars
(US$6,000.00) per charter hour on the Aircraft (the “Charter
Rate”). The number of charter hours shall be computed
in hours and tenths of hours from the time of Aircraft liftoff at
the departure point to the time of Aircraft touchdown at the
arrival airport. If any charter flight for Customer involves
positioning or repositioning of the Aircraft, the number of charter
hours required for such positioning flights shall be i
