EXHIBIT 10.3
AIRCRAFT LEASE
Between
Ventures Acquisition Company, LLC
3850 Three Mile Lane, McMinnville OR 97128
And
Evergreen International Airlines, Inc.,
3850 Three Mile Lane, McMinnville OR 97128
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LESSEE:
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Evergreen
International Airlines, Inc.
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LESSOR:
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Ventures
Acquisition Company, LLC
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|
|
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Term of
Lease:
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36
months
|
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Effective
Date:
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7/11/05
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Rentals
Payable:
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11th day of
each month
|
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Number of
Rental Payments:
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36
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Aircraft Type
& S/N:
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Boeing
747-230SF msn 23286
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|
Engine Type
& ESN:
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GE CF6-50E2
esn 530286, 530261, 530410, 517456
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|
Aircraft
Registration Number:
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N487EV
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Operations:
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Worldwide
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Terms and Conditions of Lease
1.
Lease : Lessor hereby leases to Lessee, and Lessee hereby
hires from Lessor, the aircraft described above with all
replacement parts, repairs, additions and accessories incorporated
therein and/or affixed thereto, all referred to herein as "the
Aircraft". Each of Lessor and Lessee expressly acknowledges and
agrees that this lease is and shall be subject and subordinate to
all the terms of the Loan Agreement dated as of July 11, 2005 (the
"Loan Agreement") between Lessor, Evergreen Holdings, Inc., as
Guarantor, and Landsbanki Íslands hf., as lender (the
"Lender"), and the Mortgage and Security Agreement executed in
connection therewith, in each case as in effect from time to time,
and Lender's right to repossess the Aircraft and void this lease
upon such repossession. In addition to Lessee's agreements
hereunder with respect to insurance, maintenance, operation, and
possession of the Aircraft, Lessee agrees to comply with Sections
7.07, 7.10, 7.11, 8.03, 8.04, 8.05 and 8.06 of the Loan Agreement
(as in effect from time to time) as if each of such provisions were
set forth herein in their entirety as obligations of the Lessee.
Lessee acknowledges that it has received a copy of, and is familiar
with the terms of, the Loan Agreement and the Mortgage and Security
Agreement.
2.
Term : This lease is for the original period of time shown
above beginning on July 11, 2005 and terminating on July 10, 2008.
This Lease shall automatically continue in effect on the terms and
conditions set forth herein month to month unless either party is
provided with Ten (10) days notice to terminate.
3.
Rentals : Lessee agrees to pay lease charges as set forth in
Exhibit A. attached hereto and incorporated herein as though fully
set forth.
-1-
4. No
Warranties by Lessor and Compliance with Laws : Lessee
acknowledges that Lessor is not the manufacturer of the Aircraft,
nor manufacturer's agent, and that Lessor MAKES NO WARRANTY OR
REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS TO THE FITNESS,
DESIGN OR CONDITION, THE MERCHANTABILITY OF THE AIRCRAFT OR ITS
FITNESS FOR ANY PARTICULAR PURPOSE, QUALITY OR CAPACITY OF THE
MATERIALS IN THE AIRCRAFT OR WORKMANSHIP IN THE AIRCRAFT. No oral
agreement, guarantee, promise, condition, representation or
warranty nor any oral modification hereof shall be binding. All
prior conversations, agreements, or representations related to this
lease or to the Aircraft are integrated herein. Lessee shall, at
its own expense and cost: (a) pay all charges and expenses in
connection with the operation of the Aircraft; (b) comply with all
laws, ordinances, regulations, requirements and rules with respect
to the use, maintenance, and operation of the Aircraft,
5.
MAINTENANCE : At LESSEE'S sole expense, LESSEE shall take
good care of the Aircraft, maintain a valid and current FAA
standard airworthiness certification for the Aircraft, follow the
manufacturer's useful life, comply with all mandatory laws and
regulations relating to the use, operation and maintenance of the
Aircraft, keep the Aircraft in good repair, condition and working
order, reasonable wear and tear excepted, and maintain all
mandatory logs, records, documents, manuals and other materials
required by the FAA to be maintained with respect to the Aircraft,
All service, maintenance, modification repair and overhaul of the
Aircraft shall be performed only by FAA certified mechanics,
repairmen or repair stations, or certificated operators and shall
be accomplished in accordance with all mandatory FAA requirements,
including, maintenance, modification, repair and overhaul manuals,
and manufacturer service bulletins, and all mandatory FAA
regulations, directives, instructions and service
bulletins.
6.
Des