Exhibit 10.10


 


ANNEX “H”


 


AIRCRAFT DRY LEASE


 


This lease
(the “Lease”) of aircraft is made and entered into as of September 14,
2001, by and between Jstar Corporation, a Utah corporation, with principal
offices at 500 Huntsman Way, Salt Lake City, Utah, 84108 (hereinafter referred
to as “Lessor”), and Airstar Corporation, a Utah Corporation, with an address
at 500 Huntsman Way, Salt Lake City, Utah, 84108 (hereinafter referred to as
“Lessee”).


 


RECITALS


 


The parties
recite that:


 


A.            WHEREAS, Lessor has
leased the herein described aircraft from the registered owner of the aircraft,
together with the engines 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 (hereinafter collectively referred to as the
“Aircraft”):


 


	
  FAA
  Registration Number:

  	
  N620Jh

  
	
  Aircraft
  Serial Number:

  	
  1272

  
	
  Aircraft
  Manufacturer

  	
  Gulfstream

  
	
  Aircraft
  Model:

  	
  G-IVSP

  
	
  Aircraft
  Year:

  	
  1995

  
	
  Engine
  Serial Numbers:

  	
  (R) 16658;
  (L) 16657

  
	
  Engine
  Manufacturer:

  	
  Rolls Royce

  
	
  Engine
  Model:

  	
  Tay 611-8

  



 


B.            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 ONE
HUNDRED NINETY THREE THOUSAND, TWO HUNDRED EIGHTY SIX UNITED STATES DOLLARS AND
TWENTY-NINE UNITED STATES CENTS (US$193,286.29) per month, Lessor agrees to
lease the Aircraft to Lessee.  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
shall commence on the date first noted above and, unless sooner terminated as
hereinafter provided, shall continue for one hundred twenty (120) months after
said date.  Thereafter, this Lease shall
be automatically renewed on a month-to-month basis, unless sooner terminated as
hereinafter provided.  Either Lessor or
Lessee may at any time, with or without cause, terminate this Lease by giving
at least thirty (30) days prior written notice of such termination to the other
party.  In addition, the parties to this
Lease may at any time terminate this Lease upon mutual consent.


 


SECTION
THREE


 


COMMERCIAL
OPERATION RESTRICTION


 


Neither Lessee
nor Lessor will make the Aircraft available for hire within the meaning of the
Federal Aviation Regulations.  The
Aircraft is to be operated strictly in accordance with 14 C.F.R.  Part 91. 
Lessee hereby agrees that it will have operational control of the
Aircraft at all times while the Aircraft is operated under this Lease.


 


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SECTION
FOUR


 


INSURANCE


 


Lessor shall
secure and maintain in effect throughout the Term of the Lease
(i) liability insurance covering public liability and property, cargo and
environmental damage, in amounts not less than FIFTY MILLION UNITED STATES
DOLLARS (US$50,000,000.00) for any single occurrence, (ii) all-risk
aircraft hull and engine insurance (including, without limitation, foreign
object damage insurance) in an amount which is not less than the higher of the
Stipulated Loss Value, as defined in the Aircraft Lease Agreement by and
between Zions Credit Corporation and Lessor, signed on even dated herewith or
the MI replacement cost of the Aircraft and (iii) confiscation,
expropriation and war risk insurance.  Lessee shall reimburse Lessor for any and all such costs,
including, but not limited to premiums for all of such insurance policies,
payable at 500 Huntsman Way, Salt Lake City, Utah, 84108, no later than ten
(10) business days following notice that such insurance payment is due or has
been paid by Lessor.


 


Lessee hereby
appoints Lessor as Lessee’s attorney-in-fact to make proof of loss and claim
for and to receive payment of and to execute or endorse all documents, checks
or drafts in connection with all policies of insurance in respect of the
Aircraft.  Lessor shall not act as
Lessee’s attorney-in-fact unless Lessee is in default.  Lessee shall pay any reasonable expenses of
Lessor in adjusting or collecting insurance proceeds.  Lessor may, at its option, apply proceeds of insurance, in whole
or in part, to (A) repair the Aircraft, or repair or replace any part
thereof, or (B) satisfy any obligation of Lessee to Lessor then due under
this Lease.  In the event of a claim or
loss, Lessee shall bear the cost of paying any deductible amount on any policy
of insurance.


 


Any policies
of insurance carried in accordance with this Lease shall name Lessee as an
additional insured.  Each liability
policy shall be primary without right of contribution from any other


 


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insurance that 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.  Each liability policy shall waive any right of set-off against
Lessor or Lessee, and any rights of subrogation against Lessor.


 


Lessor shall
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.


 


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
Section Four of this Lease.  The
Aircraft shall be operated at all times in accordance with the flight manual
and all manufacturer’s suggested operating procedures.  Furthermore, Lessee shall not use the
Aircraft in violation of any foreign, federal, state, territorial, or municipal
law or regulation and shall be solely responsible for any fines, penalties, or
forfeitures occasioned by any violation by Lessee.  If such fines or penalties are imposed on Lessor and paid by
Lessor, Lessee shall reimburse Lessor for the amount thereof within thirty (30)
days of receipt by Lessee of written demand from Lessor.  Lessee will not base the Aircraft, or permit
it to be based, outside the limits of the United States of America, without the
written consent of Lessor.


 


The Aircraft
shall be flown only by certificated and qualified pilots and shall be
maintained only by certificated and qualified mechanics.  In the event the insurance on the Aircraft
would be invalidated because Lessee is unable to obtain certificated and
qualified pilots and mechanics, Lessee


 


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shall not operate the Aircraft
until such time as certificated and qualified pilots and mechanics are obtained
and insurance on the Aircraft is made valid.


 


Lessee will
not directly or indirectly create, incur, assume or suffer to exist any lien on
or with respect to the Aircraft.  Lessee
will promptly, at its own expense, take such action as may be necessary to
discharge any lien not excepted above if the same shall arise at any time.


 


SECTION
SIX


 


INSPECTION
BY LESSOR


 


Lessee agrees
to permit Lessor or any authorized agent to inspect the Aircraft at any
reasonable time and to furnish any information in respect to the Aircraft and
its use that Lessor may reasonably request.


 


SECTION
SEVEN


 


ALTERATIONS


 


Except in
accordance with other written agreements entered into subsequent to the date of
this Lease between Lessee and Lessor regarding maintenance of the Aircraft,
Lessee shall not have the right to alter, modify, or make additions or
improvements to the Aircraft without the written permission of Lessor.  All such alterations, modification;
additions, and improvements as are so made shall become the property of Lessor
and shall be subject to all of the terms of this Lease.


 


SECTION
EIGHT


 


MAINTENANCE
AND REPAIR


 


Lessor shall
repair and maintain the Aircraft during the term of this Lease so as to keep it
in as good and safe operating condition as when delivered by Lessor to Lessee,
ordinary wear, tear, and deterioration excepted.  Lessee shall reimburse Lessor for all of such maintenance and
repair expenses.  Lessee shall pay all
costs and expenses of replacement parts and accessories, including 


 


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transportation charges
thereon.  Lessor shall be entitled to
any and all salvage from broken or worn out parts.  The workmen who inspect, maintain, and repair the Aircraft on Lessor’s
behalf shall not be employees of Lessor, but shall at all times be employees of
Lessee or independent contractors, and Lessor shall have no control or
authority to direct, employ, discharge or pay compensation to such employees.


 


All
inspections, repairs, modifications, maintenance, and overhaul work to be
accomplished by Lessor shall be performed by personnel certificated to perform
such work and shall be performed in accordance with the standards set by the
Federal Aviation Regulations.  Lessor
shall maintain all logbooks and records pertaining to the Aircraft during the
term of this Lease in accordance with the Federal Aviation Regulations.


 


SECTION
NINE


 


TITLE


 


The
registration of and title to the Aircraft shall be in the name of the
registered owner, and the Aircraft, at all times during the term of this Lease
or any extension, shall bear United States registration markings.  All responsibility and obligations in regard
to the operation of the Aircraft as above owned, registered, and marked shall
be borne by Lessee during the term of this Lease.


 


SECTION
TEN


 


PAYMENT
OF TAXES


 


Lessor shall
be responsible for the collection of any applicable sales taxes or other taxes
and shall pay such taxes to the proper entity. 
Lessor shall also be responsible for filing or causing to be filed all
applicable sales and other tax forms and reports to the proper entity and shall
be responsible for any and all applicable taxes owed to the State of Utah, the
United States Government, or for any


 


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applicable taxes to any other
taxing authority.  Notwithstanding the
foregoing, Lessee shall reimburse Lessor for any and all taxes owing, due, or
paid to the registered owner of the Aircraft or to the appropriate taxing authority
resulting from the ownership and usage of the Aircraft.


 


SECTION
ELEVEN


 


ASSIGNMENT


 


Lessee shall
not assign this Lease or any interest in the Aircraft, or sublet the Aircraft,
without prior written consent of Lessor. 
Subject to the foregoing, this Lease inures to the benefit of; and is
binding on, the heirs, legal representatives, successors, and assigns of the
parties.


 


SECTION
TWELVE


 


ACCIDENT
AND CLAIM


 


Lessee shall
immediately notify Lessor of each accident involving the Aircraft, which
notification shall specify the time, place, and nature of the accident or
damage, the names and addresses of parties involved, persons injured,
witnesses, and owners of properties damaged, and such other information as may
be known.  Lessee shall advise Lessor of
all correspondence, papers, notices, and documents whatsoever received by
Lessee in connection with any claim or demand involving or relating to the
Aircraft or its operation, and shall aid in any investigation instituted by
Lessor and in the recovery of damages from third persons liable therefor.


 


SECTION
THIRTEEN


 


RETURN
OF AIRCRAFT TO LESSOR


 


On the
termination of this Lease by expiration or otherwise, Lessee shall return the
Aircraft to Lessor at Globe Ground at Salt Lake City International Airport, 470
North, 2400 West, Salt Lake City, Utah, 84116, in as good operating condition
and appearance as when received, ordinary wear, tear and


 


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deterioration excepted, and
shall indemnify Lessor against any claim for loss or damage occurring prior to the
actual physical delivery of the Aircraft to Lessor.


 


SECTION
FOURTEEN


 


MODIFICATION
OF AGREEMENT


 


This Lease
constitutes the entire understanding between the parties, and any change or
modification must be in writing and signed by both parties.


 


SECTION
FIFTEEN


 


GOVERNING
LAW


 


This Lease is
entered into under, and is to be construed in accordance with, the laws of the
State of Utah, without regard to the choice of law rules of such state.


 


SECTION
SIXTEEN


 


TRUTH
IN LEASING STATEMENT


 


(a)           LESSEE HAS REVIEWED THE
AIRCRAFT’S MAINTENANCE AND OPERATING LOGS SINCE ITS DATE OF MANUFACTURE AND HAS
FOUND THAT THE AIRCRAFT HAS BEEN MAINTAINED AND INSPECTED UNDER PART 91 OF THE
FEDERAL AVIATION REGULATIONS.  LESSEE
CERTIFIES THAT THE AIRCRAFT PRESENTLY COMPLIES WITH THE APPLICABLE MAINTENANCE
AND INSPECTION REQUIREMENTS OF PART 91 OF THE FEDERAL AVIATION REGULATIONS.


 


(b)           LESSEE CERTIFIES THAT
LESSEE, AND NOT LESSOR, IS RESPONSIBLE FOR OPERATIONAL CONTROL OF THE AIRCRAFT
UNDER THIS LEASE DURING THE TERM HEREOF. 
LESSEE FURTHER CERTIFIES THAT LESSEE UNDERSTANDS ITS RESPONSIBILITY FOR
COMPLIANCE WITH APPLICABLE FEDERAL AVIATION REGULATIONS.


 


(c)           LESSEE CERTIFIES THAT
THE AIRCRAFT WILL BE MAINTAINED AND INSPECTED UNDER PART 91 OF THE FEDERAL
AVIATION REGULATIONS OF OPERATIONS TO BE CONDUCTED UNDER THIS LEASE.  LESSEE UNDERSTANDS THAT AN EXPLANATION OF
FACTORS BEARING IN OPERATIONAL CONTROL AND PERTINENT FEDERAL AVIATION
REGULATIONS CAN BE OBTAINED FROM THE NEAREST FAA FLIGHT STANDARDS DISTRICT
OFFICE, GENERAL AVIATION DISTRICT OFFICE, OR AIR CARRIER DISTRICT OFFICE.


 


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IN WITNESS
WHEREOF, the parties have executed this Lease.


 


	
   

  	
   

  	
  JSTAR
  CORPORATION, as LESSOR

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  Sean Douglas

  	
   

  
	
  Dated this
  14th day of Sep., 2001

  	
   

  	
  Its:

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  Samuel D. Scruggs

  	
   

  
	
  Dated this
  14th day of Sep., 2001

  	
   

  	
  AIRSTAR
  CORPORATION, as LESSEE

  



 


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INSTRUCTIONS FOR COMPLIANCE WITH “TRUTH IN LEASING”

REQUIREMENTS


 


1.                                       Mail
a copy of the lease agreement to the following address via certified mail,
return receipt requested, immediately upon execution of the agreement (14
C.F.R. 91.23 requires that the copy be sent within twenty-four hours after it
is signed):


 


Federal Aviation Administration


Aircraft Registration Branch


ATTN:  Technical Section


P.O. Box 25724


Oklahoma City, Oklahoma  73125


 


2.                                       Telephone
the nearest Flight Standards District Office at least forty-eight hours prior
to the first flight under this lease agreement.


 


3.                                       Carry
a copy of the lease agreement in the Aircraft at all times.


 


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