Exhibit 10.7
TIME SHARING AGREEMENT
This Agreement, made and entered into this 1st day of October, 1997, by
and between Data Research Associates, Inc., a corporation incorporated under
the laws of the State of Missouri, with principal offices at 0000 X. Xxxxxx
Xxxx, Xx. Xxxxx, Xxxxxxxx 00000-0000 (hereinafter referred to as "OWNER"),
and Charter Communications, Inc., a corporation under the laws of the State of
Delaware, with principal offices at 00000 Xxxxxxxxxxx Xxxxx, Xx. Xxxxx,
Xxxxxxxx 00000 (Hereinafter referred to as "LESSEE"):
WITNESSETH, that
WHEREAS, OWNER is the registered OWNER of that certain civil AIRCRAFT
bearing the United States Registration Number N441M ("the AIRCRAFT" or
"AIRCRAFT"); and of the type Cessna Conquest II;
WHEREAS, OWNER and LESSEE desire to lease said AIRCRAFT on a TIME SHARING
basis as defined in Section 91.501(c)(1)* of the Federal Aviation Regulations
[FAR].
NEW THEREFORE, OWNER AND LESSEE, declaring their intention to enter into
and be bound by this TIME SHARING AGREEMENT, and for the good and valuable
consideration set forth below, hereby covenant and agree as follows:
1. OWNER agrees to lease the AIRCRAFT to LESSEE pursuant to the
provisions of FAR 91.50(c)(1) for the period of one year, commencing on
October 1, 1997, and terminating on October 1, 1998.
2. LESSEE shall pay OWNER for each Flight conducted under this
Agreement the actual expenses of each specific flight as authorized
by FAR Part 91.501(d). These expenses include:
(a) Fuel, oil, lubricants, and other additives.
(b) Hangar and tie down costs away from the AIRCRAFT's base of
operation.
(c) Insurance obtained for the specific flight.
_______________________
*Formerly Section 91.181 et seq. FAR Part 91 has been reorganized for 1990.
The section numbers referenced in this Contract represent the newly assigned
section numbers which go into effect on August 18, 1990.
(d) Landing fees, airport taxes and similar assessments.
(e) Customs, foreign permit, and similar fees directly related to the
flight.
(f) In-flight food and beverages.
(g) Passenger ground transportation.
(h) Flight planning and weather contract services.
(i) An additional charge equal to 100% of the expenses listed in
subparagraph (a) of this paragraph.
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3. OWNER will pay all expenses related to the operation of the AIRCRAFT
when incurred, and will provide an invoice and xxxx LESSEE for the expenses
enumerated in paragraph 2 above on the last day of the month in which any
flight or flights for the account of LESSEE occur. LESSEE shall may OWNER for
said expenses within fifteen (15) days of receipt of the invoice and xxxx
therefore.
4. LESSEE will provide OWNER with requests for flight time and proposed
flight schedules as fare in advance of any given flight as possible, and in
any case, at least 48 hours in advance of LESSEE's planned departure.
Requests for flight time shall be in a form, whether oral or written, mutually
convenient to, and agreed upon by the parties.
5. OWNER shall have final authority over the scheduling of the AIRCRAFT,
provided, however, that OWNER will use its best efforts to accommodate
LESSEE's needs and to avoid conflicts in scheduling.
6. OWNER shall be solely responsible for securing maintenance,
preventative maintenance and required or otherwise necessary inspections on
the AIRCRAFT, and shall take such requirements into account in scheduling the
AIRCRAFT. No period of maintenance, preventative maintenance or inspection
shall be delayed or postponed for the purpose of scheduling the AIRCRAFT
unless said maintenance or inspection can be safely conducted at a later time
in compliance with all applicable laws and regulations, and within the
sound discretion of the pilot in command. The pilot in command shall
have final and complete authority to cancel any flight for any reason
or condition which in his judgment would compromise the safety of the flight.
7. In accordance with applicable Federal Aviation Regulations, the
qualified flight crew provided by Data Research Associates, Inc., will
exercise all of its duties and responsibilities in regard to the safety of
each flight conducted hereunder. LESSEE specifically agrees that the flight
crew, in its sole discretion, may terminate any flight, refuse to commence any
flight, or take any other action which in the considered judgment of the Pilot
in Command is necessitated by considerations of safety. No such action of the
Pilot in Command shall create or support any liability for loss, injury,
damage or delay to LESSEE or any other person. The parties further agree that
OWNER shall not be liable for delay or failure to furnish the AIRCRAFT
pursuant to this Agreement when such failure is caused by government
regulation or authority, mechanical difficulty, war, civil commotion, strikes
or labor disputes, weather conditions, or acts of God.
8. OWNER will provide such additional insurance coverage as LESSEE
shall request or require, provided, however, that the cost of such
additional insurance shall be borne by LESSEE as set forth in
paragraph 2(c) hereof.
9. LESSEE warrants that:
(a) It will use the AIRCRAFT for and on account of its own business
only, and will not use the AIRCRAFT for the purposes of providing
transportation of passengers or cargo in air commerce for
compensation or hire;
(b) it shall refrain from incurring any mechanics or other lien in
connection with the inspection, preventative maintenance or
storage of the AIRCRAFT, whether permissible or impermissible
under this Agreement, nor shall there be any attempt by any party
hereto to convey, mortgage, assign, lease or any way alienate the
AIRCRAFT or create any kind of lien or security interest
involving the AIRCRAFT or do anything or take any action that
might mature into such a lien; and
(c) during the term of this Agreement, it will abide by and conform
to all such laws, governmental and airport orders, rules and
regulations, as shall from time to time be in effect relating in
any way to the operation and use of the AIRCRAFT by a TIME
SHARING Lessee.
10. For purposes of this Agreement, the permanent base of operation of
the AIRCRAFT shall be 000 Xxxx Xxxxxx, Xxxxxx A, Spirit of St. Louis Airport.
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11. Neither this Agreement nor any party's interest herein shall be
assignable to any other party whatsoever. This Agreement shall inure to the
benefit of and be binding upon the parties hereto, their heirs,
representatives and successors.
IN WITNESS WHEREOF, the parties hereto have caused the signatures of
their authorized representatives to be affixed below on the day and year first
above written. The persons signing below warrant their authority to sign.
TRUTH IN LEASING STATEMENT UNDER SECTION 91.23 (FORMERLY 91.54) OF THE
FEDERAL AVIATION REGULATIONS.
(a) DATA RESEARCH ASSOCIATES, INC. (OWNER), HEREBY CERTIFIES THAT
THE AIRCRAFT HAS BEEN INSPECTED AND MAINTAINED WITHIN THE 12
MONTH PERIOD PRECEDING THE DATE OF THS AGREEMENT IN ACCORDANCE
WITH THE PROVISIIONS OF FAR PART 91 AND ALL APPLICABLE
REQUIREMENTS FOR THE MAINTENANCE AND INSPECTION THEREUNDER HAVE
BEEN MET.
(b) DATA RESEARCH ASSOCIATES, INC. (OWNER), AGREES, CERTIFIES AND
KNOWINGLY ACKNOWLEDGES THAT WHEN THE AIRCRAFT IS OPERATED UNDER
THIS AGREEMENT, OWNER SHALL BE KNOWN AS, CONSIDERED, AND SHALL IN
FACT BE THE OPERATOR OF THE AIRCRAFT.
(c) THE PARTIES UNDERSTAND THAT AN EXPLANATION OF FACTORS AND
PERTINENT FEDERAL AVIATION REGULATIONS BEARING ON OPERATIONAL
CONTROL CAN BE OBTAINED FROM THE ST. LOUIS FSDO (the nearest FAA
Flight Standards District Office, GADO, or ACDO). LESSEE FURTHER
CERTIFIES THAT IT WILL SEND A TRUE COPY OF THIS EXECUTED
AGREEMENT TO: FLIGHT STARDS TECHNICAL DIVISION, X.X. XXX 00000,
XXXXXXXX XXXX, XXXXXXXX 00000, WITHIN 24 HOURS OF ITS EXECUTION,
AS PROVIDED BY FAR 91.23(C)(1).
OWNER:
BY: /s/ Xxxxxxx X. Xxxxxxxxx
------------------------
President
ATTEST:
/s/ Xxxxxx Xxxxxxxxxx
---------------------
Secretary
LESSEE:
BY: /s/ Xxxxxx Xxxx
---------------
Vice Chairman
ATTEST:
/s/ Xxxxx XxXxxx
----------------
Secretary
A copy of this Agreement must be carried in the AIRCRAFT while being
operated hereunder.
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SUPPLEMENT
Charter Communications, Inc., shall pay Data Research Associates, Inc.
the sum of $750.00 per flight hour which includes the 10% transportation
tax payable to the Internal Revenue Service. Billing for deadhead time
will be for fuel burned only and based upon the time from engine start
to engine shutdown. (Average fuel consumption is 75 gallons per hour
at approximately $2.00 per gallon.)
OWNER:
BY: /s/ Xxxxxxx X. Xxxxxxxxx
------------------------
President
ATTEST:
/s/ Xxxxxx Xxxxxxxxxx
---------------------
Secretary
LESSEE:
BY: /s/ Xxxxxx Xxxx
---------------
Vice Chairman
ATTEST:
/s/ Xxxxx XxXxxx
----------------
Secretary
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