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AIRCRAFT LEASE AGREEMENTMade and entered into by and betweenWings Over Africa Aviation Limited P.o box 46487-00100,Nairobi, Kenya, Development House, 8th Floor, Suite 814A duly incorporated company in terms of the laws of The Republic of Kenya(Herein represented by Mr. Anthony A Mmeri, Managing Director/CEO duly authorized)(Hereinafter referred to as the “LESSOR/AGENT”)And(Herein represented by ( )(Hereinafter referred to as the “LESSEE”)RECORDALWhereas is desirous to lease from the LESSOR One Aircraft Type:REG: or tons SERIAL Number (the“AIRCRAFT”) for Commuter cargo and passengers.AND WHEREAS the LESSEE is desirous of renting the AIRCRAFT for purpose oftransporting cargo, passengers and luggage between various Locations in South Sudanbased at Juba International airport.AND WHEREAS Wings over Africa Aviation Limited andwish to set forth terms and conditions upon which thehire of the Aircraft is to be governed:NOW THEREFORE the parties agree as follows:ARTICLE 1 - DEFINITIONS.“Aircraft” shall mean the aircraft of the type and quantity specified in Annex 1 and theproperty or in the management of the Lessor or for which Lessor acts as agent.“Agreement” shall mean this lease agreement incorporating any Annexes attached heretoand any future Amendments in writing introduced.“Base” shall mean .1
“Commencement Date” shall mean the date when the Aircraft is delivered to the Lesseeat the Delivery Airport.“Convention” shall mean the Warsaw Convention for the Unification of Certain Rulesrelating to International Carriage by Air signed at Warsaw 12th October 1929 as amendedby Hague Protocol signed at The Hague on 28th September 1955.“Delivery Airport” shall mean the airport at which the Lessor delivers to the Lessee theAircraft complete with all necessary personnel equipment to satisfy the requirements ofthis Agreement.“Event of Default” shall mean any breach by Lessor or Lessee of its obligations asspecified in this Agreement.“Lease Price” means the minimum amount which shall be paid by the Lessee to theLessor for the Minimum Guaranteed Block Hours at the Block Hour Rate for eachcalendar month.“Lease Term” shall mean the period commencing on the Commencement Date andTerminating on the Termination Date.“Termination Date” shall mean the earliest date on which this Agreement may beterminated in accordance with the provisions of Article 4 of this Agreement.ARTICLE 2 – OBLIGATIONS OF THE LESSOR2.1 Subject to the Lessee fulfilling all its undertakings under this Agreement the Lessorundertakes to deliver the Aircraft to the Lessee at Mogadishu International Airport withcrew on date of commencement.2.2 The Aircraft shall be in an airworthy condition in accordance with the regulations ofthe State of Registry as appropriate.2.3 The Lessor will cause the Aircraft to be maintained in accordance with themanufacturer’s recommendations, the flight manual and the applicable laws andregulations of the State of Registration.2.4 The lessor shall ensure that the Less or’s personnel follow the reasonable instructionsof the duly authorized representatives of the Lessee in accordance with the terms andconditions of this Agreement.2.5 The Lessor and the Lessee shall agree a mutually convenient program me for therostering of the technicians in accordance with flight programme required.2
2.6 The Lessor shall provide flight crew for the aircraft as specified in Annex 1.Replacement or additional crews are available from Base if required by the Lessee.2.7 The Lessor will ensure the aircraft is maintained according to the Manufacturer withthe Maintenance organizations authorized and the Lessor will give notice of at least 4days to Lessee when aircraft is due for maintenance to enable the Lessee makecontingency plans.2.8 The Lessor will ensure the aircraft carries the weight authorized by manufacturerand lands at airstrips suitable and Captains discretion is final on acceptance of flight.ARTICLE 3 – OBLIGATIONS OF THE LESSEE.3.1The Lessee undertakes to secure all licenses to operate in includingcrew visas, work permits and show copies certified by the authorities or has toshow original and Lessor/Agent to take copies before the aircraft is delivered atLiberia Airport.3.2The Lessee will be responsible for all documents required to operate this aircraftpassenger manifest, General declarations, cargo manifest and air waybills for anycargo airlifted.3.3The Lessee will arrange and pay for throughout the lease warehouse, customsdocumentation, and ground handling, cleaning and loading of aircraft at Jubainternational airport and any other destinations the aircraft will operate into.3.4 The Lessee undertakes to make payments free of the bank charges when theguaranteed hours are almost exhausted for example left with 10 hrs otherwise theLessor will return aircraft to Nairobi.3.5 The Lessee undertakes and guarantees that the Aircraft shall be used for the carriageof cargo, mail and passengers and that the Aircraft shall not be used for any illegalpurpose.3.6 The Lessee undertakes to ensure that any Dangerous Goods as defined in the ICAOTechnical Instructions for the Safe Transport of Dangerous Goods by Air shall benotified to Lessor prior to carriage and agrees that carriage shall be subject toapproval of the Lessor.3.7 The Lessee undertakes that munitions of war shall not be carried without the expressapproval of the Lessor, the written approval of the countries of origin and destinationand the country of registration of the Aircraft.3.8 The Lessee shall observe at all times the regulations of the Lessor regarding the workand rest requirements of the flight crews and technicians.3
3.9 The Lessee will be responsible for aircraft security, crew accommodation as perICAO standards, ground transport, 3 meal plan, mineral water, cleaner, storage ofspare parts, per diem Captain USD 50 00 Co-Pilot USD 50 00 and Engineer USD50 00 per day per crew The Lessee will cater and pay for all licenses and clearancesto operate in and provide copies to the Lessor at their cost.3.10 The Lessee will guarantee minimum 0 50 hrs @ USD per block hours.3.11 There will be positioning and repositioning costs will be USD .ARTICLE 4 – TERM AND TERMINATION4.1 The Lease term shall be as specified in Annex 1.4.2 The lease Term may be extended for an additional period under terms which shall bemutually agreed between the Parties subject to continued availability of the Aircraft.Should the aircraft continue operations for the lessee, all terms and conditions containedherein shall remain in full force and effect unless otherwise agreed in writing.4.3 In all events when the Agreement is terminated in less than one month notice fullmonth guaranteed hours will be paid by either party that has terminated the contract.4.4 The operations will only commence once the contract is signed by authorizedpersonnel of the Lessor and Lessee stamped or sealed and each party to provide copy ofcertificate of registration, memorandum and articles of association and directors list fromregistrar of companies. The Lessee will pay one-month security deposit and one monthupfront of the guaranteed hours, positioning and repositioning fees and crew one monthper diem before delivery of aircraft.4.5 If the Lessee is fails to make lease rentals when they fall due the Lessor will give anotice of one week thereafter the security deposit will be utilized and when exhaustedwithout the Lessee paying arrears then the aircraft will be reposed by Lessor. And if thepayments are not made when they fall due there will be 25% interest charged per month.ARTICLE 5 – ACMI PER BLOCK HOUR.5.1 The ACMI rate will be based on minimum 50 hrs per month.5.3 The contract will be for 3-month renewable based on performance.5.4 Payments will be made to Wings Over Africa Aviation Limited cleared free of bankcharges as per below bank details in US dollars.Account Name: Wings Over Africa Aviation LimitedBank Name: Equity Bank LimitedAccount Number USD: 0020298837224Branch Code: 002Bank Code: 68Swift Code: EQBLKENA4
ARTICLE 6 - INSURANCE6.1 The Lessor is responsible for the hull and Lessee extra war risk insurance at cost fromthe insurance company of the Lessor.6.2 Lessee to ensure the thirty party passenger liability for the aircraft which will be inthe name of the Less or, owner and Lessee which will be paid by Lessee at cost plus extrawar risk insurance.ARTICLE 7 – PAYMENT TERMS AND CONDITIONS7.1 The Lessee shall make all payment cleared free of bank charges on Lessors/Agentaccount when it falls due and with any extra hour flown above the minimumguaranteed hours.7.2 The Lessee agrees that the Lessor and/or Agent is under no obligation to continueoperations of the Aircraft should any payment not be made when due.7.3 Payment of guaranteed hours is paid whether flown or not per month.7.4 Should the fuel prices or spare parts increase then we will adjust the above ACMIrates accordingly.7.5 Crew per Diem to be paid on a monthly basis direct to the Lessor.7.6 The above ACMI rate is valid one week from date of signing and if Lessee will nothave made payment then this contract will be null and void and new ACMI rate willbe renegotiated and all administration costs recovered from security deposit paid andbalance paid to the Lessee.ARTICLE 8– LIMITATIONS OF LIABILITY8.1 The Captain of the Aircraft shall have complete discretion concerning the load carriedon board the Aircraft, the amount of freight to be carried and its effective distribution, asto whether or not any flight should be made and as to all other matters relating tooperation of the Aircraft in respect of the relevant weather conditions, airport facilities,flight and operations manual of the Aircraft and the Lessee shall accept all such decisionsof the Captain as being final and binding.8.2 If the Aircraft is grounded because of any malfunction or lack of spare parts and theLessor informs the Lessee before the cargo is harvested, then the Lessor will not beresponsible for any compensation. But in the event the cargo is brought and theaircraft develops a technical problem in flight and the Lessor is unable to execute theflight then the Lessor will compensate the Lessee the cost of the cargo, transport,warehouse, custom documentation and ground handling at cost.5
8.3 The Lessor is not responsible for any loss suffered by the lessee due any grounding,lack of availability or serviceability of the aircraft as long the Lessor informs theLessor before the cargo is harvested and it has to be in good time unless otherwisestated.8.4 For all international carriage by air to which the Convention is applicable, the Lesseeshall ensure that the provisions of the Convention, as relevant to the flight concerned,and all obligations of the Lessor there under are duly observed. If the transportationroutes involve an ultimate destination or stop in a country other than the country ofdestination, the Convention may be applicable and the Convention governs and inmost cases limits the liability of carriers for death or bodily injury and in respect ofloss or damage to baggage.8.5 The Lessor shall assume all liability and responsibility for and shall indemnify theLessor and/or Agent, its officers, servants and agents and any independentcontractors, to the extent not covered by the aircrafts insurance, free and harmlessfrom an against all claims and expenses incidental thereto in respect of:1.Loss or Damage to the Aircraft;2.Death or injury of flight crew or technical staff and/or third parties whetherin the air or on the ground caused by the Aircraft or any part thereof;Except where such death, injury or damage occurs due to the willful misconductof the Lessor and/or Agent, its officer, servants or agents as the case may be andthe same is not covered by the insurance’s effected by the Lessor.8.6 The Lessee shall assume all liability for and shall indemnify and hold the Lessorand/or Agent, its officers, servants and agents and independent contractors free andharmless from any and all claims and expenses incidental thereto in respect of:1.Loss or delay of or damage to cargo to be carried, including duringloading and off-loading to and from the Aircraft;2.Delay, injury or death of the cargo attendants while on board beforeembarkation and/or disembarkation to/from the aircraft.ARTICLE 9 – TAXATION9.1 If any national or local jurisdiction or authority should require any deduction orwithholding from any payment due by the Lessee to the Lessor and/or Agent underthis Agreement, then the Lessee shall pay to the Agent such additional amounts asare sufficient to produce for and be received by the Lessor that amount which wouldotherwise have been received without such withholding or deduction.6
9.2 The Lessee shall not be responsible for any liability for the taxes (including butnot limited to income tax, licenses, customs and other duties or assessments includingthe amount of interest and penalties in connection therewith) imposed, assessedwithheld by the government or authorities in the country of registration of theAircraft.9.3 The Lessor shall pay any taxes or fees payable in respect of the execution, registrationor translation of this Agreement for any purpose. Following any such translation, thisEnglish language version shall take precedence.ARTICLE 10 – FORCE MAJEURE10.1 Circumstances of force majeure shall relieve the parties of their obligationsunder this Agreement during such time as the effect of the event of force majeurlasts.10.2 Circumstances of force majeure under this Article 11 are fire, serious flooding,earthquake or other natural calamities, war or military actions of any kind, orany other circumstances beyond the reasonable control of the parties.10.3 The Party affected by the event of force majeure shall immediately notify theother Party of the beginning of the effect of the event of force majeure and theoccurrence of such an event shall be confirmed within fourteen (14) days of suchnotice by a certificate issued by the relevant Chamber of Commerce.10.4 The Party affected by the event of force Majeure shall immediately notify theother Party of the end of the effect of the event of force majeure.ARTICLE 11 – MISCELLANEOUS PROVISIONS11.1The headings in this Agreement are for convenience only and shall not govern theinterpretation of any of the provisions of this Agreement.11.2 This Agreement contains the entire agreement between the parties dealing withthe subject matter hereof and cancels and invalidates all other commitments orrepresentations which may have been made by the parties either orally or inwriting prior to the date hereof. There are no representations, warranties,conditions, guarantees or understandings other than those expressly set forthherein.11.3If any provision of this Agreement is invalid, ineffective, unenforceable of illegalfor any reason, such decision shall not affect the validity or enforceability of anyor all of the remaining provisions hereof. The parties agree that should anyprovision of this Agreement be invalid or unenforceable then they shall forthwithenter into good faith negotiations to amend such provision in such a way that, asamended, it is valid and legal and to the maximum extent possible carries out theoriginal intent of the parties as to the point or points in question.11.4 The failure of one of the parties under this Agreement to exercise any right,7
power or option given to it under this Agreement or to insist upon strictcompliance with the terms of this Agreement by any other Party shall not constitute awaiver of the terms and conditions of this Agreement with respect to any subsequentbreach thereof, nor a waiver by each of the parties of its rights at any time thereafterto require strict compliance with all the terms of this Agreement.11.5 Any amendment of or addition to the terms of this Agreement shall only bevalid if made in writing and signed by authorized representatives of the parties.11.6Any notice required or permitted by this Agreement shall be written in English andshall be sent by fax or to the address set out in Annex 1. All such notices shall bedeemed to have been received by the addressee within twenty-four (24) hours if sentto the correct fax number of the addressee.11.7The Lessor may upon notification to the Lessee assign the benefits of thisAgreement to a third party. The Lessee may not assign or otherwise transfer any ofits rights or obligations under this Agreement without the prior written consent of theLessor.11.8The Parties hereby agree that the contents of this Agreement shall be regarded asconfidential and shall not be disclosed to any other enterprise, organization or agencywithout the prior agreement of both parties or unless compelled by operation of law.The parties hereby expressly acknowledge and confirm that the said contentsconstitute trade secrets of value to both Parties.ARTICLE 12 – GOVERING LAW12.1 All disputes or differences which arise out of or in connection with this Agreementor its construction, operation, termination or cancellation shall be settled by means ofnegotiation between the Parties.12.2 If the parties can not settle any such dispute or difference within seven (7) days afterfirst conferring then such dispute or difference shall be settled under the lawgoverning the law of Kenya.12.3Any dispute arising in connection with this contract shall be finally resolved inaccordance with the Rules and Arbitration Foundation of Kenya; by arbitratorsaccredited by the Foundation if not then the courts will not be excluded asadjudicators.This Agreement is thus entered into on this the ,.Lessor/Agent SignatureSIGNED by a duly authorized representative for and on behalf of Lessor.Company: Wings Over Africa Aviation LimitedP.o Box 46487-00100 Nairobi,KenyaDevelopment House,8th Floor,Suite 8148
Moi Avenue opposite Coop Bank BuildingEmail: .co.keTelephone: 25420221885/86/92 Mobile 254775532509 254734403235Whatsapp: 254722599185Skype: anthony mmeriName: Anthony A MmeriDesignation: Managing Director/CEOSignature & Company Rubber Stamp:WITNESS:Name: Violet Nyatundo NgoloDesignation: Executive DirectorDate:Lessee SignatureSIGNED by a duly authorised representative for and on behalf of & Company Rubber StampWITNESS:Name: Designation:Signature: Date:9
"Aircraft" shall mean the aircraft of the type and quantity specified in Annex 1 and the property or in the management of the Lessor or for which Lessor acts as agent. "Agreement" shall mean this lease agreement incorporating any Annexes attached hereto and any future Amendments in writing introduced. "Base" shall mean _.
