EQUIPMENT LEASE

 

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                                                                  Exhibit 10.120

 

                                 EQUIPMENT LEASE

 

         LEASE made as of the 4th day of April, 2004, by and between LJH, LTD.,

a Texas Limited Partnership, of 377 Neva Lane, Denison, Texas 75020, hereinafter

referred to as the Lessor, and TIMCO Aviation Services, Inc., a Delaware

Corporation, 623 Radar Road, Greensboro, North Carolina 27410, hereinafter

referred to as the Lessee. In consideration of the mutual promises herein

contained, the parities hereto agree as follows:

 

                                    ARTICLE I

                                      LEASE

 

                                EQUIPMENT LEASED

 

         The Lessor hereby leases to the Lessee and the Lessee hereby leases and

hires from the Lessor, the equipment and other property described in Exhibit "A"

attached hereto. All said equipment and other property is hereinafter called

"Equipment". Exhibit "A" shall be supplemented as additional equipment is

acquired by Lessor and included as Equipment leased hereunder.

 

                                   ARTICLE II

                                      TERM

 

                                    DURATION

 

         The term of this Lease commences on the date hereof and ends February

28, 2006.

 

                                  ARTICLE III

                                      RENT

 

         3.01     Amount. The Rent for all items of Equipment shall be the sum

of $74,076.67 per month. The Lessee shall pay said Rent monthly on the 19th day

of each month beginning April 19, 2004, at the office of the Lessor, or at such

other place as the Lessor may from time to time designate in writing.

 

         3.02     Security Deposit. Lessee has made no security deposit in

connection with this Lease.

 

         3.03     Default. If the Lessee with regard to any item or items of

Equipment fails to pay Rent or other amount herein provided within TEN (10) days

after the same is due and payable, or if any execution or any other writ or

process shall be issued in any action or proceeding against the Lessee whereby

said Equipment may be seized, taken, or distrained, or if a proceeding in

bankruptcy, receivership, or insolvency shall be instituted by or against the

Lessee or its property, or if the Lessee shall enter into any arrangement or

composition with its creditors, or if Lessee, with regard to any item or items

of Equipment, fails to observe, keep, or perform any other provision of this

Lease required to be observed, kept, or performed by the Lessee, the Lessor

shall, if such default shall continue for FIVE (5) days after written notice

thereof, have the right to exercise any one or more of the following remedies:

 

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                  (1)      To declare the entire amount of Rent hereunder

         immediately due and payable as to any or all items of Equipment,

         without notice or demand to the Lessee.

 

                  (2)      To sue for and recover all Rent and other payments

         then accrued or thereafter accruing, with respect to any or all items

         of Equipment.

 

                  (3)      To take possession of any or all items of Equipment,

         without demand or notice, wherever the same may be located, without any

         court order or other process of law. The Lessee hereby waives any and

         all damages occasioned by such taking of possession. Any said taking of

         possession shall not constitute a termination of this Lease as to any

         or all items of Equipment unless the Lessor expressly so notifies the

         Lessee in writing.

 

                  (4)      To terminate this Lease as to any or all items of

         Equipment.

 

                  (5)      To pursue any other remedy at law or in equity.

 

         Notwithstanding any said repossession, or any other action which the

Lessor may take, the Lessee shall be and remain liable for the full performance

of all obligations to be performed by the Lessee under this Lease.

 

         All such remedies are cumulative, and may be exercised concurrently or

separately.

 

         3.04     Interest. If the Lessee fails to pay any part of the Rent

herein reserved or any other sum required by the Lessee to be paid to the Lessor

within TEN (10) days after the due date thereof, the Lessee shall pay to the

Lessor interest on such delinquent payment from the expiration of said TEN (10)

days until paid at the rate of 18 percent per annum.

 

         3.05     Offset. The Lessee may not assert, any existing or future

claims, defenses, and offsets against any Rent or other payments due hereunder.

The Lessee agrees to pay the Rent and other amounts hereunder before deducting

any claim, defense or offset which may be asserted by the Lessee or on its

behalf.

 

                                   ARTICLE IV

                                       USE

 

         4.01     Manner of Use. The Lessee shall use the Equipment in a careful

and proper manner and shall comply with all laws, ordinances, and regulations

relating to the possession, use, or maintenance of the Equipment.

 

         4.02     Markings. If at any time during the term of this Lease, the

Lessor supplies the Lessee with labels, plates or other markings, stating that

the Equipment is owned by the Lessor, the Lessee shall affix and keep the same

in a prominent place on the Equipment

 

                                    ARTICLE V

                                   INSPECTION

 

         5.01     Lessee's Inspection. The Lessee acknowledges that he has

inspected the Equipment and finds that the Equipment is in good condition and

repair.

 

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         5.02     Lessor's Inspection. The Lessor shall, at any and all times

during business hours, have the right to enter into and on the premises where

the Equipment may be located for the purpose of inspection the same or observing

its use. The Lessee shall give the Lessor immediate notice of any attachment or

other judicial process affecting any item of Equipment and shall, whenever

requested by the Lessor, advise the Lessor o