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Exhibit
10.1
AIRCRAFT DRY
LEASE
This Lease of aircraft is
made effective as of June 12, 2008, by and between BH Holdings
LLC, with an address of 700 17th St., Suite 1750, Denver, CO
80202 (“ Lessor ”) and Intrepid Potash, Inc.,
with an address of 700 17th St., Suite 1700, Denver, CO 80202
(“ Lessee ”).
RECITALS
The parties recite
that:
WHEREAS, Lessor owns and is
the registered owner of the airframe together with the Engines,
APU(s) and all appliances, parts, instruments, avionics and
appurtenances thereto, including any replacement part(s) or
engine(s) which may be installed on the Aircraft from time to time,
and all logs, manuals and other records relating to such Aircraft
(collectively, the “ Aircraft ”):
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| FAA
Registration Number: |
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N518CL |
| Aircraft
Serial Number: |
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5180 |
| Aircraft
Manufacturer: |
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Canadair,
Ltd. |
| Aircraft
Model: |
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CL-600-2B16 |
| Aircraft
Year: |
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1995 |
| Engine
Serial Numbers: |
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807282
and 807284 |
| Engine
Manufacturer: |
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GE |
| Engine
Model: |
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CF-34-1A |
WHEREAS, Lessee desires to
lease the Aircraft under such terms and conditions as are mutually
satisfactory to the parties.
The parties agree as
follows:
SECTION ONE
LEASE OF
AIRCRAFT
For Four Thousand Four
Hundred Twenty Nine Dollars ($4,429) per flight hour, Lessor agrees
to lease the Aircraft to Lessee, Lessee acknowledges that Lessor
has also entered into a management agreement with Airmax, LLC, a
limited liability company organized under the laws of the State of
Colorado with an address at 8551 Aviator Lane, Centennial, CO
80112, pursuant to which Airmax, LLC shall manage the Aircraft
according to 14 C.F.R. Part 91 and Airmax, LLC’s policies. It
shall be conclusively presumed between the parties that Lessee has
fully inspected the Aircraft having knowledge that it is in good
condition and repair and that Lessee is satisfied with and has
accepted the Aircraft in such condition and repair.
SECTION TWO
TERM
This Lease will commence on
the date first above written and continue for one year after said
date. Thereafter, this Lease will be automatically renewed on a
month to month basis, unless sooner terminated by either party as
hereinafter provided. Either party may at any time terminate this
Lease upon thirty (30) days written notice to the other party,
delivered personally or by certified mail, return receipt
requested, at the address set forth above.
SECTION
THREE
PRIVATE AND COMMERCIAL
OPERATION
Neither Lessee nor Lessor
will make the Aircraft available for hire within the meaning of the
Federal Aviation Regulations. The Aircraft must be operated in
accordance with 14 C.F.R. Part 91 at all times, Lessor and Lessee
hereby agree that Lessee shall have complete and uncompromised
operational control of the Aircraft under 14 C.R.R. Part 91 at all
times the Aircraft is operated by Lessee under this Lease. Lessee
represents and warrants that it is leasing the Aircraft for
either:
(a) the personal
transportation of Lessee and Lessee’s guests where no charge,
assessment or fee is made for such transportation; or
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(b) the transportation of
Lessee’s officers, employees, guests and property where such
transportation is within the scope of or incidental to
Lessee’s business.
Lessee represents and
warrants that it is not leasing the Aircraft for the purpose of
charter or lease to third parties which could be considered
commercial air transportation or air transportation for hire as set
out in the Federal Aviation Regulations.
SECTION
FOUR
INSURANCE
At all times during the term
of this Lease, Lessor will also cause to be carried and maintained
third party aircraft liability insurance, passenger legal liability
insurance, property damage liability insurance, and medical expense
insurance in the amounts set forth below:
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Combined Liability Coverage for Bodily
Injury and Property Damage Including Passengers -
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Each Occurrence
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$ |
250,000,000 |
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Medical Expense Coverage -
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Each Person
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$ |
50,000 |
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Lessee’s proportionate
share of the cost of the above insurance is included in
Lessee’s lease payments to Lessor. Lessee will also bear the
cost of paying any deductible amount on any policy of insurance in
the event of a claim or loss.
Any policies of insurance
carried in accordance with this Lease: (i) shall name Lessee
as an additional insured; and (ii) shall contain a waiver by
the underwriter thereof of any right of subrogation against Lessor;
and (iii) shall provide that in respect of the interests of
Lessor, such policies of insurance shall not be invalidated by any
action or inaction of Lessee or any other person and shall insure
Lessor (subject to the limits of liability and war risk exclusion
set forth in such policies) regardless of any breach or
any
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violation of any warranty, declarations
or conditions contained in such policies by Lessee or any other
person; and (iv) shall provide that if the insurers cancel
insurance for any reason whatsoever, or the same is allowed to
lapse for non-payment of premium, or if there is any material
change in policy terms and conditions, such a cancellation, lapse
or change shall not be effective as to Lessee. Each liability
policy shall be primary without right of contribution from any
other insurance which is carried by Lessee or Lessor and shall
expressly provide that all of the provisions thereof, except the
limits of liability, shall operate in the same manner as if there
were a separate policy covering each insured.
Lessor will submit this Lease
for approval to the insurance carrier for each policy of insurance
on the Aircraft. Lessor will arrange for a Certificate of Insurance
evidencing appropriate coverage as to the Aircraft and the
satisfaction of the requirements set forth above to be given by its
insurance carriers to Lessee upon Lessee’s
request.
SECTION
FIVE
RESTRICTIONS ON
USE
Lessee may operate the
Aircraft only for the purposes and within the geographical limits
set forth in the insurance policy or policies obtained in
compliance with this Lease. The Aircraft will be operated at all
times in accordance with the flight manual and all
manufacturer’s suggested operating procedures. Furthermore,
Lessee will not use the Aircraft in violation of any foreign,
federal, state, territor
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