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i

AIRCRAFT LEASE AGREEMENT

BETWEEN

AERO TOY STORE, LLC

as Lessor

AND

PRIVATE CLASS AIR, LLC

as Lessee

Dated as ol the 6th day of July, 2006

Lease of One (1) 1971 Haurfter Siddeley HS-12S-4O0AS jet aircraft

Manufacturers Serial Number 26264

FAA Registration No. NS3TS

ATTACHMENT.I

00016683

Case No. 1:11-cr-00355-MSK Document 286-4 filed 05/30/13 USDC Colorado pg 1 of 6
1)

AIRCRAFT LEASE AGREEMENT

This Aircraft Lease Agreement, dated as of the 6th day of July, 2006

between Aero Toy Slore, LLC a Florida lirnited liability company ("Lessor") and Private

Class Air, LLC, a Delaware limited liability company ("Lessee"), and Mrs. Waun

Weingart (Guarantor').

1. Lease.

a. Lessor agrees to lease to Lessee and Lessee agrees to lease from

Lessor hereunder, the aircraft which is described in Section 2(a) hereof (the "Aircraft").

The Alrcraft shall be subjected to this Lease by the execution by the parties hereto o, an

Acceptance Supplemenl in the fom of Exhibil "A" aftached hereto (the "Supplemenl").

Lessee's o<ecution and delivery to Lessor of the Supplement with respecf to the Airoafl

shall conslitule Lessee's irrevocable acceptance of the Aircraft br all purposes of this

Leaso. The Supplement shall incorporate therein all of the terms and conditions of this

Lease and shall constitute a part of this Lease to the same extent as if the provisions

thereof were set forth in full harein.

The Supplement shall be erecuted and the Aircraft subjected to lhis Lease

on or bfore the 6th day of July, 2006. Lessor shall have no oblQation after such date

to accept he Supplement hereunder or comrnen@ the Lease of the Aircrafl. Lessor

shall have no obligation to accept more lhan one Supplement hereunder.

b. The total Lessor's Cost (as hereinafrer defined) of the Aircraft leased

pursuant herelo shall not exceed One Million Eight Hundred Fifty Thousand US Dollars

(US $1,850,000.00) United States Dollars.

c. Lessor shall not be oblisated to accept or execute the Supplement

unless all of the conditions set forth in Section 23 hereof shall have been fulfilled to lhe

satisfaction of Lessor.

2. Definitions.

a. As used in this Lease, the following terms shall have the following

meanings (such definilions to be equally applicable to both the singular and plural forms

of the terms defined):

"Affiliate" shall rnean with respect to any Person, any Person which,

direcfly or indirectly, controls, ls controlled by, or is under common c,ontrol with such

Person. For purposes of this definilion, 'bontrol" of a Person means the poner, direc,t or

indirect, to vote ten porcent (10%) or more of the securities having voting power for the

election of directors of such Person; or otheMise to direct or cause the direction of the

managernent and policies oI such person, whether by contract or otherwise.

"Aircraff' shall mean the Airframe to be leased hereunder together with the

Engine(s) to be leased hereunder whether or not any of the Engines may at the time of

determination be installed on the Airframe or any other airframe.

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Case No. 1:11-cr-00355-MSK Document 286-4 filed 05/30/13 USDC Colorado pg 2 of 6
sale, forfeiture or loss of the Airframe or any Engine or interest therein; (f) salvage rights

of insurers under insurance policies maintained pursuant to Section 9; (g) Lieng arbing

out of ,udgments or awards against Lessee or a sublessee with respect to which at the

time there shall have been secured a stay of execution and; (h) any other Lien with

resp€ct to which Lessee or sublessee shall have provided a bord or oth€r security in an

amount ard under lerms reasonably satisfactory to Lessor. Lessee will promptly at ils

own expense, take such action as may be ne@ssary duly to discharge (by bonding or

olherwise) any such Lien nol accepted above if the same shall arise al any time.

"Person" shall mean an individual, parlnership, corporalion, limited liability

company, business trust, joint sbck company, tnst irrcorporated association, joint

venture, govemmental authority or other entity of whatever nafure.

'Protocol" shall rnean the protocol to the Convention on Matters Specific to

Aircraft Equipment.

'BefereleCAAlg" shall mean an implicit interest rate of eight and one-half

Percent (8.57o).

"Rent Pavmenl Datd' shall mean each date on which an installment of

rent is due and payable pursuant to Section 4(a) and (b) hereof.

'S-!pU!a!Cd_LQss--Va!ue" shall mean One Million Eight Hundred Fifty

Thousand (US $1,850,000.00) United States Dollars; provided, that for purposes of

Section 15(b) and Section 18(c) hereof, any determinalion of Stipulated Loss Value as

of a date occurring after the final Rent Payment Date shall be made as of such final

Rent Paymenl Date.

'Tg@" shall mean the term of the Lease of the Aircraft hereunder

specifled ln S€ction 3 hereof.

b, All accounting terms not specifically defined herein shall be construed

in accordance with generally accepted accounting principals C'GAAP) consistently

applied.

3. Term. The term of the Lease of the Aircraft hereunder shall

comrnen@ on the Commencemenl Date and, unless earller terminated pursuant to the

provisions hereof, shall continue for a term of sixty (60) months frorn such

Commencernent Date. Upon expiration of the Term, Lessee shall purchase the Aircraft

from Lessor for a cash purchase price to be determined in the manner described in, and

the on terms specified in, Section 6(d) hereunder or Lessee shall have the option to

extend the lease for an additional term of thirty-six (36) rnonths under the same lerms

and condilions provided all payments have been made on a timely basis and no event

of default has occurred has defined in Section '17 below or retum the Aircraft to Lessor

in accordance wilh the terms of Section 6 hereunder.

4. Rent: Unconditional Obliqations: Securltv.

a. Lessee shall pay to Lessor base rsnt, excluding taxes and oth€r

charges payable by Lessee hereunder, monthly in arrears for the Aircraft in sixty (60)

consecutive monthly installments in lhe amount of ffieen thousand United States

Dollars (U.S.$l5,000,00) each, plus applicable sales tax (if any), with the first

installment of rent with respect to the Aircraft being due thirty days from the

Commencement Date and succ€ec,ing installments being due on the same date of each

monlh thereafter or, if such date does not fall on a Business Day, on the Business Day

00016688

Case No. 1:11-cr-00355-MSK Document 286-4 filed 05/30/13 USDC Colorado pg 3 of 6
immediaiely preceding such date; and, one (1) final installment which Lessee must pay to

Lessor, in lhe amount of Eight Hunded Fifty Five Thousand Seven Hundred Eighty Two ard

1 1/100 (US$855,782.11) Uniled States Dollars, more or less, including all due but unpaid sums

owed Lcasor as set forth herein (lhe "Balloon), due thirty days after the sixtireth monthly

paymenl. upon the payment by Lessee of all of lhe lnstallmenls of rent payable hereunder

(including, without limilalion, lhe Balloon), Lessor shall transfor tiue to tho Aircraft to Lessea on

an 'AS lS" basis, withor.rt recourae and without repreBentation or warranty of any kind, express

or implied, other than a representation and wananly that the Aircraft is free and clear of any and

all Lesso/s Liens, by the execution of a FAA Bill of Sale and wananty till of sale for the Aircraft.

Each installment of rent shall be payable via wir6 transfer per the following instruclions:

To:

Credit to the Account Of

Bank ofAmerica (800) 645-1045

401 E. Las Olas Blvd., 8n Floor

Forl Lauderdale, FL 33301

U. S. A.

ABA # 0260-@59-3

Aero Toy Store, LLC

171 0 West Cypress Creek Road

Ft, Lauderdale. Florlja 33309

U.S.A

Account# 5498557131

b. Security: Upon execution hereof Lessee shall pay and deliver to

Lessor: (i) the sum of U.S. $0 as security for Lessee's performance of all terms and

conditions of this Lease (wtrich shall not bear or accrue interest), and which shall be

retumed to Lessee at iermination hereof, provided Lessee is nol then in default.

c. Lessee shall also pay to Lessor, on demand, interest at a rate per

annum equal to the Late Charge Rate on any installment of rent and on any other

amount owhg hereunder which is not paid when due, for any period for which lhe same

shall be overdue. Each paynent made under this Lease shall be applied first to the

payment of interest then owing and then b renl or olher amounls owing hereunder.

lnterest shall be computed on ihe basis of a three hundred sixty (360) day year and

actual days elapsed.

d. This Lease is a net lease, and Lessee's obligation to pay all rent and all

other amounts payable hereunder ls ABSOLUTE AND UNCONDITIONAL under any

and all circumstances, and shall not be effected by any circumslances of any character

whalsoev€r, includlng, without limitation, (i) any set-off, counterclaim, rocoupm€nl,

defense, abalement or reduction or any right which Lessee may have against L€ssor,

the manufacturer or supplier of the Aircraft or anyone else for any reason whatsoever;

(ii) any defect in the condilion, design or operation of, or lack of fitness for use ol for

any damage to, or loss of, all of any part of the Aircraft from any cause u/habo€ver; (iii)

the exlstence of any Llens wllh respect to the Alrcrat (lv) the lnvaltdlty, unenforceablllty

or disaffirrnance of this Lease or any olher document related hereb; or (v) the

00016689

Case No. 1:11-cr-00355-MSK Document 286-4 filed 05/30/13 USDC Colorado pg 4 of 6
lN WITNESS WHEREOF, Lessor and Lessee have each caused this

Aircrafr Lease Agreemont to be duly executed as of the day and year first above written.

Aero Toy Store, LLC

Bv: A*,ULE*. 't'fti"W

Lessee: Private Class Air, LLC

Guarantor:

r4"&tr"

Mrs. Waun Weingart

00016714

Case No. 1:11-cr-00355-MSK Document 286-4 filed 05/30/13 USDC Colorado pg 5 of 6
) SCHEDULE 1

To the Acceptance Supplement to the Aircraft Lease dated the 6th day of

July, 2006 between Aero Toy Store, LLC, as Lessor and Prlvate Class AIr, LLC, as

Lessee.

One (1) Hawker Siddeley HS-125-{00AS jet aircraft,

Manufacturers Serial No. 252U, FM Registration Number

N93TS (the "Aircraft) togetherwilh two (2) Honeytell TFE731-3R-1 H iet aircraft englnes respectively bearing

manufacturers serial numbers P84459 and P84463 (the

"Engines") and any and all Parts to lhe Aircmft or the

Engines as defined in he Aircraft Lease Agreement.

0001 67 I 7

Case No. 1:11-cr-00355-MSK Document 286-4 filed 05/30/13 USDC Colorado pg 6 of 6