COVERAGE,
IN THE AMOUNT OF FIVE
MILLION DOLLARS ($5,000,000) PER OCCURRENCE, AND PRODUCTS AND COMPLETED
OPERATIONS COVERAGE IN THE AMOUNT OF TEN MILLION DOLLARS ($10,000,000) COMBINED
SINGLE LIMIT PER OCCURRENCE AND IN THE AGGREGATE.
10
(B)
FIRE AND EXTENDED COVERAGE INSURANCE ON
KRAFT'S PERSONAL PROPERTY, TRADE FIXTURES AND EQUIPMENT LOCATED IN OR AT THE
HANGAR FACILITY, IN AN AMOUNT EQUAL TO THE FULL REPLACEMENT VALUE THEREOF.
(C)
"ALL RISK PROPERTY" INSURANCE COVERAGE FOR
THE HANGAR FACILITY VALUED ON A "REPLACEMENT COST" BASIS.
5.5
INSURANCE VALIDITY. IN THE EVENT THAT ANY
INSURANCE ON THE AIRCRAFT WHICH IS REQUIRED BY THIS ARTICLE 5 IS INVALIDATED FOR
ANY REASON, THE AIRCRAFT SHALL NOT BE OPERATED UNTIL SUCH TIME AS ALL SUCH
INSURANCE IS AGAIN VALID AND IN FULL FORCE AND EFFECT.
ARTICLE SIX
INDEPENDENT CONTRACTOR
6.1
INDEPENDENT CONTRACTOR. MANAGER SHALL BE
DEEMED TO BE AN INDEPENDENT CONTRACTOR.
MANAGER SHALL BE FREE TO DEVOTE TO ITS
OTHER BUSINESS SUCH PORTION OF ITS ENTIRE TIME, ENERGY, EFFORTS AND SKILL, AS IT
SEES FIT.
MANAGER SHALL HAVE NO MANDATORY DUTIES, EXCEPT THOSE WHICH ARE
SPECIFICALLY SET OUT IN THIS AGREEMENT.
NOTHING CONTAINED IN THIS AGREEMENT
SHALL BE REGARDED AS CREATING ANY RELATIONSHIP (EMPLOYER/EMPLOYEE, JOINT
VENTURE, PARTNERSHIP) BETWEEN THE PARTIES OTHER THAN AS SET FORTH HEREIN.
6.2
NO AGENT STATUS. EXCEPT AS SPECIFICALLY SET
FORTH IN ARTICLE 2.3, MANAGER SHALL NEVER AT ANY TIME DURING THE TERM BECOME THE
AGENT OF KRAFT AND KRAFT SHALL NOT BE RESPONSIBLE FOR THE ACTS OR OMISSIONS OF
MANAGER OR ITS AGENTS EXCEPT AS SET FORTH HEREIN.
6.3
NO EMPLOYEE STATUS. NO EMPLOYEE OF MANAGER
WILL, AT ANY TIME, REPRESENT HIMSELF OR HERSELF TO BE AN EMPLOYEE OF KRAFT.
ARTICLE SEVEN
ALTERATIONS
7.1
ALTERATIONS.
MANAGER SHALL NOT HAVE THE
RIGHT TO ALTER, MODIFY OR MAKE ANY ADDITIONS OR IMPROVEMENTS TO THE AIRCRAFT OR
ENGINES, OTHER THAN THOSE NECESSARY TO OBTAIN AND MAINTAIN FAA CERTIFICATION, TO
MAINTAIN THE AIRCRAFT IN ACCORDANCE WITH THE TERMS HEREOF OR TO ENSURE THE
AIRCRAFT CONFORMS TO MANAGER'S CRITERIA AND GUIDELINES FOR AIRCRAFT OWNED AND
OPERATED BY MANAGER INCLUDING ALTERATIONS TO THE AIRCRAFT NECESSARY TO ENSURE
THAT THE AIRCRAFT ARE SUBSTANTIALLY SIMILAR TO THE AIRCRAFT OF THE SAME MAKE AND
MODEL FLOWN BY THE FLIGHT CREW FOR THE AIRCRAFT, WITHOUT PRIOR WRITTEN
PERMISSION FROM KRAFT. ALL SUCH ALTERATIONS, MODIFICATIONS, ADDITIONS AND
IMPROVEMENTS AS ARE SO MADE SHALL BECOME THE PROPERTY OF KRAFT AND SHALL BE
SUBJECT TO THE TERMS OF THIS AGREEMENT.
ARTICLE EIGHT
TITLE
8.1
TITLE.
KRAFT HAS THE RIGHT TO OPERATE THE
AIRCRAFT PURSUANT TO THAT CERTAIN DRY LEASE DATED AS OF DECEMBER 22, 2004
BETWEEN KRAFT AND KRAFT FOODS AVIATION, LLC, THE BENEFICIAL OWNER OF THE
AIRCRAFT, AND HAS FULL RIGHT, POWER AND AUTHORITY AND HAS SECURED ALL NECESSARY
CONSENTS TO ENTER INTO THIS AGREEMENT WITH MANAGER.
KRAFT ACQUIRED THE HANGAR
FACILITY FROM
11
MANAGER PURSUANT TO THE PURCHASE AND SALE AGREEMENT DATED AS OF DECEMBER 15,
2005 BETWEEN MANAGER AND KRAFT.
KRAFT BECAME THE LESSEE UNDER THE GROUND LEASE
PURSUANT TO