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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 included in the number of
charter hours utilized and payable by Customer at the Charter Rate.
b)
Invoice. ProFlite shall send Customer an invoice of
flat fee charter hours flown plus any applicable taxes due and payable by
Customer. Payment is due within forty (five) days of receipt of the invoice
from ProFlite.
4.
Use and Scheduling.
a)
Scheduling. Customer charter flights will be scheduled
through ProFlite by Customer’s designated representatives. Those
persons listed in Exhibit A are authorized to schedule the use of the
Aircraft under this Agreement. Customer will give ProFlite reasonable
advance notice to schedule flights, notify the flight crew, and prepare
the Aircraft for departure.
2
Notice given to ProFlite should include the following information: i) departure and destination airports; ii) departure date and time; iii) number of passengers; iv) nature and extent of baggage; and v) any other information reasonably requested by ProFlite. Upon receipt of such notice, ProFlite shall use its best efforts to assure that the Aircraft and flight crew are prepared and ready for departure at least one (1) hour prior to the proposed departure time. Customer may cancel or delay any scheduled charter flight without penalty.
b) &n
