TIME SHARING AGREEMENT
Exhibit 10.28
This Time Sharing Agreement (this “Agreement”) is made and entered into as of October 2, 2006 among ROSEMONT PROJECT MANAGEMENT, L.L.C., a Delaware limited liability company (the “Owner”) and the following parties (each individually a “Lessee” and collectively the “Lessees”): XXXXXX HOLDINGS, INC., a Delaware corporation, GLOBAL HYATT CORPORATION, a Delaware corporation, PRITZKER REALTY GROUP, L.P., a Delaware limited partnership, TRANS UNION CORP., a Delaware corporation, CC-DEVELOPMENT GROUP, INC., a Delaware corporation, H GROUP HOLDING, INC., a Delaware corporation, THE PRITZKER ORGANIZATION, L.L.C, a Delaware limited liability company, INTERNATIONAL FINANCIAL ADVISORS, INC., an Illinois corporation, U.S. FINANCIAL ADVISORS, INC., an Illinois corporation, DIVERSIFIED FINANCIAL MANAGEMENT CORP., a Delaware corporation, and Xxxx X. Xxxxxx, Xxxxxxxx X. Xxxxxxxxx, and Xxxxxx X. Xxxxxxxx, not individually but as Co-Trustees of each of the trusts described on the attached Schedule A.
W I T N E S S E T H:
WHEREAS, Owner is the registered owner of that certain Daussault-Breguet Falcon 900EX aircraft bearing the United States Registration Number N312P (the “Aircraft”);
WHEREAS, Owner contracts to provide a fully qualified flight crew to operate the Aircraft (the “Flight Crew”); and
WHEREAS, from time to time, each Lessee desires to lease the Aircraft and the Flight Crew from Owner on a time sharing basis as defined in Section 91.501(c)(1) of the Federal Aviation Regulations (the “FAR”).
NOW THEREFORE, Owner and Lessees, declaring their intention to enter into and be bound by this Agreement, and for the good and valuable consideration set forth below, hereby covenant and agree as follows:
1. Term; Lease. This Agreement shall become effective as of October 2, 2006 (the “Effective Date”) and shall continue in effect until Owner delivers to the Lessees at least 45 days prior written notice of termination of this Agreement. Each Lessee may terminate its participation in this Agreement by delivering written notice to the other Lessees and Owner at least 45 days prior to the effective date of such termination. From and after the Effective Date until the termination of this Agreement, Owner hereby agrees to lease the Aircraft to each Lessee pursuant to the provisions of Section 91.501(c)(1) of the FAR and to provide the services of the Flight Crew for all operations.
2. Scheduling. Each Lessee shall provide Owner with requests for flights and proposed flight schedules as far in advance of any given flight as possible, and in any case, at least (a) 24 hours in advance of the Lessee’s planned departure, with respect to flights within the continental United States, and (b) three (3) days in advance of the Lessee’s planned departure, with respect to all other flights, provided that Owner may waiver the required notice provisions in its sole discretion. One or more Lessees may request a “joint flight” whereby the costs of such flight will be shared among two or more Lessees, which combined costs will not exceed the Flight Fee described in Paragraph 3. Requests for flight time shall be in a written form that shall be provided to the Lessees by Owner, and shall include:
(a) | proposed departure point; |
(b) | destination; |
(c) | date and time of flight; |
(d) | the number of anticipated passengers; |
(e) | the names of the anticipated passengers; |
(f) | the nature and extent of luggage and/or cargo to be carried; and |
(g) | the date and time of a return flight, if any. |
In addition, the Lessee(s) shall provide any other information concerning the proposed flight that may be pertinent or required by Owner or the Flight Crew. Owner shall have final authority over the scheduling of the Aircraft; provided, however, that Owner shall use its best efforts to accommodate Lessee’s needs and to avoid conflicts in scheduling. The pilot in command shall have final and complete authority to cancel any flight for any reason or condition that, in his or her judgment, would compromise the safety of the flight.
3. Flight Fee. For each flight provided for Lessee under this Agreement, Lessee shall pay Owner an amount (the “Flight Fee”) equal to the “Direct Cost Rate” published annually by Xxxxxxx & xx Xxxxxx (or any comparable publication if Xxxxxxx & xx Xxxxxx is no longer available or no longer appropriate to use for this purpose) for operating a Daussault-Breguet Falcon 900EX aircraft for the applicable Flight Time, but in no event shall the amount paid exceed the actual expenses incurred for the flight, determined as authorized by FAR Part 91.501(d)(1)-(10) as the sum of the following costs and expenses:
(a) | fuel, oil, lubricants and other additives; |
(b) | travel expenses of the Flight Crew, including food, lodging and ground transportation; |
(c) | hangar and tie down costs away from the Aircraft’s base of operation; |
(d) | insurance obtained for the specific flight; |
(e) | landing fees, airport taxes and similar assessments; |
(f) | customs, foreign permits, and similar fees directly related to the flight; |
(g) | in-flight food and beverages; |
(h) | passenger ground transportation; |
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(i) | flight planning and weather contract services; and |
(j) | an additional charge equal to 100 percent of the fuel, oil, lubricants and other additives expense listed in item (a) above. |
The Direct Cost Rate shall be determined as provided herein at the beginning of each calendar year based on the information available at that time, and shall apply to all flights provided for Lessee under this Agreement for that calendar year.
For purposes of this Agreement, the term “Flight Time” shall mean actual flight time (in hours and minutes) entered into the aircraft flight log for each flight segment, but shall not include taxi time or waiting time.
If a joint flight is requested, each of the Lessees requesting such joint flight (the “Requesting Lessees”) shall be responsible for its ratable share of the Flight Fee, based solely on the number of Requesting Lessees unless the Requesting Lessees provide Owner with a percentage allocation of the Flight Fee for a flight among the Requesting Lessees within a reasonable time after completion of the joint flight, in which case each Requesting Lessee shall be responsible solely for its proportionate share of the Flight Fee for such flight.
4. Expenses. Owner shall pay for and provide the Flight Crew for each flight undertaken under this Agreement. Owner shall pay all expenses related to the maintenance and operation of the Aircraft. All liability relating to maintenance and operation of the Aircraft, regardless of whether operated pursuant to this Agreement or otherwise, will be and shall remain with Owner.
5. Maintenance. Owner shall be solely responsible for securing operating maintenance, preventive maintenance and required or otherwise necessary inspections on the Aircraft and shall take such requirements into account in scheduling the Aircraft. No period of operations maintenance, preventive maintenance or inspection shall be delayed or postponed for the purpose of scheduling a flight under this Agreement unless such 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.
6. Flight Crew Authority. In accordance with the applicable FAR, the Flight Crew shall exercise all of its duties and responsibilities in regard to the safety of each flight conducted hereunder. Each Lessee specifically agrees that the Flight Crew, in its sole discretion, may terminate any flight, refuse to commence any flight, or take 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 any loss, injury, damage or delay to the Lessee(s) who requested such flight or any other person. The Lessees further agree that Owner shall not be liable for any delay or failure to furnish the Aircraft and the Flight Crew 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, acts of God or other causes outside the reasonable control of Owner.
7. Insurance. Owner shall provide such additional insurance coverage with respect to a given flight as the Lessee(s) requesting such flight insurance shall request or require.
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8. Lessees’ Representations. Each Lessee hereby represents and warrants to Owner that:
(a) it shall use the Aircraft for and on account of its and its subsidiaries own business only and shall 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 inspection, preventative maintenance, 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 shall abide by and conform to all such laws, governmental and airport orders, and rules and regulations as shall be in effect from time to time that relate in any way to the operation and use of the Aircraft by a time sharing lessee.
9. Base of Operations. For purposes of this Agreement, the permanent base of operation of the Aircraft shall be in Chicago, Illinois.
10. Assignment. 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.
11. Notices. All notices required or permitted hereunder shall be in writing and shall be delivered by personal service, by the United States mail (registered or certified mail), by prepaid overnight courier or by confirmed facsimile transmission, in any case addressed to the intended recipient as set forth below such recipient’s name on the signature pages hereto. Any such communication shall be deemed received by the addressee thereof (i) when delivered by personal service, (ii) three business days after it is sent by registered or certified mail, return receipt requested, (iii) two business days after it is sent via a reputable overnight courier service, or (iv) upon receipt by the sender of confirmation of transmittal via facsimile. Any party may change its address for receipt of notice of such change by sending a notice to the other party in the manner prescribed above.
12. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same agreement.
13. Truth In Leasing. THE FOLLOWING CONSTITUTE THE TRUTH IN LEASING STATEMENTS REQUIRED UNDER SECTION 91.23 OF THE FAR:
(a) OWNER HEREBY CERTIFIES THAT THE AIRCRAFT HAS BEEN INSPECTED AND MAINTAINED WITHIN THE 12 MONTH PERIOD PRECEDING THE DATE OF THIS AGREEMENT IN ACCORDANCE WITH ALL APPLICABLE PROVISIONS OF FAR PART 91 AND ALL APPLICABLE REQUIREMENTS FOR THE MAINTENANCE AND INSPECTION THEREUNDER HAVE BEEN MET.
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(b) 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 SUCH AIRCRAFT.
(c) THE PARTIES UNDERSTAND THAT AN EXPLANATION OF FACTORS AND PERTINENT FEDERAL AVIATION REGULATIONS BEARING ON OPERATIONAL CONTROL CAN BE OBTAINED FROM THE FEDERAL AVIATION ADMINISTRATION, FSDO #3, XXXXXXX, XX 00000. EACH LESSEE FURTHER CERTIFIES THAT IT SHALL SEND A TRUE COPY OF THIS EXECUTED AGREEMENT TO:
AIRCRAFT REGISTRATION BRANCH
ATTN: TECHNICAL SECTION
X.X. XXX 00000
XXXXXXXX XXXX, XXXXXXXX 00000
WITHIN 24 HOURS OF ITS EXECUTION, AS PROVIDED BY SECTION 91.23(c)(1) OF THE FAR.
A COPY OF THIS AGREEMENT MUST BE CARRIED IN THE
AIRCRAFT WHILE IT IS BEING OPERATED HEREUNDER.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. The persons signing below warrant their authority to sign.
Owner:
ROSEMONT PROJECT MANAGEMENT, L.L.C, a Delaware limited liability company | ||
By: | /s/ Xxxx Xxxx | |
Name: Its: |
Xxxx Xxxx Vice President | |
00 Xxxxx Xxxxxx Xxxxx, Xxxxx 0000 Xxxxxxx, Xxxxxxxx 00000 Telephone: 312/000-0000 Facsimile: 312/780-5281 Attention: Xxxx Xxxx |
[SIGNATURE PAGE TO TIME SHARING AGREEMENT]
Lessees:
Xxxxxx Holdings, Inc., a Delaware corporation | ||
By: | /s/ Xxxxxx X. Xxxxx | |
Name: Its: |
Xxxxxx X. Xxxxx Vice President and Chief Financial Officer | |
000 Xxxx Xxxxxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxx, XX 00000 Telephone: 312/000-0000 Facsimile: 312/845-8769 Attention: Xxxxxx X. Xxxx, Esq. |
[SIGNATURE PAGE TO TIME SHARING AGREEMENT]
Global Hyatt Corporation, a Delaware corporation | ||
By: | /s/ Xxxx Xxxx | |
Name: Its: |
Xxxx Xxxx Senior Vice President | |
00 Xxxxx Xxxxxx Xxxxx, Xxxxx 0000 Xxxxxxx, XX 00000 Telephone: 312/000-0000 Facsimile: 312/780-5281 Attention: Xxxx Xxxx |
[SIGNATURE PAGE TO TIME SHARING AGREEMENT]
Pritzker Realty Group, L.P., a Delaware limited partnership | ||||
By: | PRGP CORP., a Delaware corporation, its general partner | |||
By: | /s/ J. Xxxxx Xxxxxxx | |||
Name: Its: |
J. Xxxxx Xxxxxxx Executive Vice President | |||
00 Xxxxx Xxxxxx Xxxxx, Xxxxx 0000 Xxxxxxx, XX 00000 Telephone: 312/000-0000 Facsimile: 312/873-4891 Attention: J. Xxxxx Xxxxxxx |
[SIGNATURE PAGE TO TIME SHARING AGREEMENT]
Trans Union Corp., a Delaware corporation | ||
By: | /s/ Xxxx X. Xxxxxx | |
Name: Its: |
Xxxx X. Xxxxxx Corporate Secretary | |
000 Xxxx Xxxxx Xxxxxx Xxxxxxx, XX 00000 Telephone: 312/000-0000 Facsimile: 312/466-7706 Attention: Xxxx Xxxxxx |
[SIGNATURE PAGE TO TIME SHARING AGREEMENT]
CC-Development Group, Inc. | ||
By: | /s/ Xxxx Xxxxx | |
Name: Its: |
Xxxx Xxxxx Vice President/Treasurer | |
00 Xxxxx Xxxxxx Xxxxx, Xxxxx 000 Xxxxxxx, XX 00000 Telephone: 312/000-0000 Facsimile: 312/873-4496 Attention: Xxxx Xxxxx |
[SIGNATURE PAGE TO TIME SHARING AGREEMENT]
H Group Holding, Inc., a Delaware corporation | ||
By: | /s/ Xxxx Xxxxxxxx | |
Name: Its: |
Xxxx Xxxxxxxx Vice President | |
00 Xxxxx Xxxxxx Xxxxx, Xxxxx 0000 Xxxxxxx, XX 00000 Telephone: 312/000-0000 Facsimile: 312/873-4949 Attention: Xxxx Xxxxxxxx |
[SIGNATURE PAGE TO TIME SHARING AGREEMENT]
The Pritzker Organization, L.L.C., a Delaware limited liability company | ||
By: | /s/ Xxxx X. Xxxxxxxxxxx | |
Name: Its: |
Xxxx X. Xxxxxxxxxxx President | |
00 Xxxxx Xxxxxx Xxxxx, Xxxxx 0000 Xxxxxxx, XX 00000 Telephone: 312/000-0000 Facsimile: 312/873-4984 Attention: Xxxx X. Xxxxxxxxxxx |
[SIGNATURE PAGE TO TIME SHARING AGREEMENT]
International Financial Advisors, Inc., an Illinois corporation | ||
By: | /s/ Xxxx Xxxxxx | |
Name: Its: |
Xxxx Xxxxxx President | |
00 Xxxxx Xxxxxx Xxxxx, Xxxxx 0000 Xxxxxxx, XX 00000 Telephone: 312/000-0000 Facsimile: 312/577-2619 Attention: Xxxx Xxxxxx |
[SIGNATURE PAGE TO TIME SHARING AGREEMENT]
U.S. Financial Advisors, Inc., an Illinois corporation | ||
By: | /s/ Xxxx Xxxxxx | |
Name: Its: |
Xxxx Xxxxxx President | |
00 Xxxxx Xxxxxx Xxxxx, Xxxxx 0000 Xxxxxxx, XX 00000 Telephone: 312/000-0000 Facsimile: 312/577-2619 Attention: Xxxx Xxxxxx |
[SIGNATURE PAGE TO TIME SHARING AGREEMENT]
Diversified Financial Management Corp., a Delaware corporation | ||
By: | /s/ Xxxx Xxxxxx | |
Name: Its: |
Xxxx Xxxxxx President | |
00 Xxxxx Xxxxxx Xxxxx, Xxxxx 0000 Xxxxxxx, XX 00000 Telephone: 312/000-0000 Facsimile: 312/577-2619 Attention: Xxxx Xxxxxx |
[SIGNATURE PAGE TO TIME SHARING AGREEMENT]
Those trusts described on attached Schedule A | ||
By: | /s/ Xxxxxxxx X. Xxxxxxxxx | |
Xxxxxxxx X. Xxxxxxxxx, not individually, but solely as co-trustee of each of the aforementioned separate and distinct trusts | ||
By: | /s/ Xxxxxx X. Xxxxxxxx | |
Xxxxxx X. Xxxxxxxx, not individually, but solely as co-trustee of each of the aforementioned separate and distinct trusts | ||
By: | /s/ Xxxx X. Xxxxxx | |
Xxxx X. Xxxxxx, not individually, but solely as co-trustee of each of the aforementioned separate and distinct trusts | ||
Co-trustees of Pritzker Family Ancestor Trusts 00 Xxxxx Xxxxxx Xxxxx, Xxxxx 0000 Xxxxxxx, XX 00000 Telephone: 312/000-0000 Facsimile: 312/577-2619 Attention: Xxxx Xxxxxx |
[SIGNATURE PAGE TO TIME SHARING AGREEMENT]
Schedule A
Amarillo Residuary Trust #1 Amarillo Residuary Trust #2 Amarillo Residuary Trust #3 Amarillo Residuary Trust #4 Amarillo Residuary Trust #5 Amarillo Residuary Trust #6 Amarillo Residuary Trust #7 Amarillo Residuary Trust #8 Amarillo Residuary Trust #9 Amarillo Residuary Trust #10 A.N.P. Trust #1 A.N.P. Trust #2 A.N.P. Trust #3 A.N.P. Trust #6 A.N.P. Trust #7A-Xxx A.N.P. Trust #7B-Xxxx A.N.P. Trust #7C-Gigi A.N.P. Trust #7D-Xxx A.N.P. Trust #8 A.N.P. Trust #9 A.N.P. Trust #10 A.N.P. Trust #11 A.N.P. Trust #12 A.N.P. Trust #13A-Xxx A.N.P. Trust #13B-Xxxx A.N.P. Trust #13C-Gigi A.N.P. Trust #13D-Xxx A.N.P. Trust #14 A.N.P. Trust #15 A.N.P. Trust #16 A.N.P. Trust #17 A.N.P. Trust #19 A.N.P. Trust #20 A.N.P. Trust #21 A.N.P. Trust #25 A.N.P. Trust #26 A.N.P. Trust #27 A.N.P. Trust #31 A.N.P. Trust #32 A.N.P. Trust #33 A.N.P. Trust #37 A.N.P. Trust #38 A.N.P. Trust #39 A.N.P. Trust #4-Xxxxxx A.N.P. Trust #4-Xxxx A.N.P. Trust #5-Xxxxxx A.N.P. Trust #5-Xxxx A.N.P. Trust #18-Xxxx A.N.P. Trust #18-Xxxxxx A.N.P. Trust #22-Xxxxx A.N.P. Trust #22-Xxxxx A.N.P. Trust #23-Xxxxx A.N.P. Trust #23-Xxxxx A.N.P. Trust #24-Xxxxx A.N.P. Trust #24-Xxxxx A.N.P. Trust #28-Xxxxx A.N.P. Trust #28-Xxxxx |
A.N.P. Trust #29-Xxxxx A.N.P. Trust #29-Xxxxx A.N.P. Trust #30-Xxxxx A.N.P. Trust #30-Xxxxx A.N.P. Trust #34-Xxxxxxx A.N.P. Trust #34-Xxxxx A.N.P. Trust #35-Xxxxxxx A.N.P. Trust #35-Xxx Xxxxxx A.N.P. Trust #36-Xxx Xxxxxx A.N.P. Trust #36-Xxxxx A.N.P. Trust #40-Xxxxxxx A.N.P. Trust #40-Xxxxx A.N.P. Trust #41-Xxxxxxx A.N.P. Trust #41-Xxx Xxxxxx A.N.P. Trust #42-Xxx Xxxxxx A.N.P. Trust #42-Xxxxx A.N.P. #4A Trust A.N.P. #4B Trust A.N.P. #4C Trust A.N.P. #4D Trust A.N.P. #4E Trust A.N.P. #4F Trust A.N.P. #5A Trust A.N.P. #5B Trust A.N.P. #5C Trust A.N.P. #5D Trust A.N.P. #6A Trust A.N.P. #6B Trust A.N.P. #6C Trust A.N.P. #6D Trust A.N.P. #6E Trust A.N.P. #6F Trust A.N.P. #8A Trust A.N.P. #8B Trust A.N.P. #8C Trust A.N.P. #8D Trust A.N.P. #9A Trust A.N.P. #9B Trust A.N.P. #9C Trust A.N.P. #9D Trust A.N.P. #10A Trust A.N.P. #10B Trust A.N.P. #10C Trust A.N.P. #10D Trust A.N.P. #10E Trust A.N.P. #10F Trust A.N.P. #11A Trust A.N.P. #11B Trust A.N.P. #11C Trust A.N.P. #11D Trust A.N.P. #11E Trust A.N.P. #11F Trust A.N.P. #12A Trust A.N.P. #12B Trust A.N.P. #12C Trust A.N.P. #12D Trust A.N.P. #12E Trust |
A.N.P. #12F Trust A.N.P. #14A Trust A.N.P. #14B Trust A.N.P. #14C Trust A.N.P. #14D Trust A.N.P. #15A Trust A.N.P. #15B Trust A.N.P. #15C Trust A.N.P. #15D Trust A.N.P. #16A Trust A.N.P. #16B Trust A.N.P. #16C Trust A.N.P. #16D Trust A.N.P. #16E Trust A.N.P. #16F Trust A.N.P. #17A Trust A.N.P. #17B Trust A.N.P. #17C Trust A.N.P. #17D Trust A.N.P. #17E Trust A.N.P. #17F Trust A.N.P. #18A Trust A.N.P. #18B Trust A.N.P. #18C Trust A.N.P. #18D Trust A.N.P. #18E Trust A.N.P. #18F Trust A.N.P. #19A Trust A.N.P. #19B Trust A.N.P. #19C Trust A.N.P. #19D Trust A.N.P. #19E Trust A.N.P. #19F Trust A.N.P. #20A Trust A.N.P. #20B Trust A.N.P. #20C Trust A.N.P. #20D Trust A.N.P. #20E Trust A.N.P. #20F Trust A.N.P. #21A Trust A.N.P. #21B Trust A.N.P. #21C Trust A.N.P. #21D Trust A.N.P. #21E Trust A.N.P. #21F Trust A.N.P. #22A Trust A.N.P. #22B Trust A.N.P. #22C Trust A.N.P. #22D Trust A.N.P. #22E Trust A.N.P. #22F Trust A.N.P. #23A Trust A.N.P. #23B Trust A.N.P. #23C Trust A.N.P. #23D Trust A.N.P. #23E Trust A.N.P. #23F Trust |
Schedule A (con’t)
A.N.P. #24A Trust A.N.P. #24B Trust A.N.P. #24C Trust A.N.P. #24D Trust A.N.P. #24E Trust A.N.P. #24F Trust A.N.P. #25A Trust A.N.P. #25B Trust A.N.P. #25C Trust A.N.P. #25D Trust A.N.P. #26A Trust A.N.P. #26B Trust A.N.P. #26C Trust A.N.P. #26D Trust A.N.P. #26E Trust A.N.P. #26F Trust A.N.P. #27A Trust A.N.P. #27B Trust A.N.P. #27C Trust A.N.P. #27D Trust A.N.P. #27E Trust A.N.P. #27F Trust A.N.P. #28A Trust A.N.P. #28B Trust A.N.P. #28C Trust A.N.P. #28D Trust A.N.P. #28E Trust A.N.P. #28F Trust A.N.P. #29A Trust A.N.P. #29B Trust A.N.P. #29C Trust A.N.P. #29D Trust A.N.P. #29E Trust A.N.P. #29F Trust A.N.P. #30A Trust A.N.P. #30B Trust A.N.P. #30C Trust A.N.P. #30D Trust A.N.P. #30E Trust A.N.P. #30F Trust A.N.P. #31A Trust A.N.P. #31B Trust A.N.P. #31C Trust A.N.P. #31D Trust A.N.P. #31E Trust A.N.P. #31F Trust A.N.P. #32A Trust A.N.P. #32B Trust A.N.P. #32C Trust A.N.P. #32D Trust A.N.P. #32E Trust A.N.P. #32F Trust A.N.P. #33A Trust A.N.P. #33B Trust A.N.P. #33C Trust A.N.P. #33D Trust |
A.N.P. #33E Trust A.N.P. #33F Trust A.N.P. #34A Trust A.N.P. #34B Trust A.N.P. #34C Trust A.N.P. #34D Trust A.N.P. #34E Trust A.N.P. #34F Trust A.N.P. #35A Trust A.N.P. #35B Trust A.N.P. #35C Trust A.N.P. #35D Trust A.N.P. #35E Trust A.N.P. #35F Trust A.N.P. #36A Trust A.N.P. #36B Trust A.N.P. #36C Trust A.N.P. #36D Trust A.N.P. #36E Trust A.N.P. #36F Trust A.N.P. #37A Trust A.N.P. #37B Trust A.N.P. #37C Trust A.N.P. #37D Trust A.N.P. #37E Trust A.N.P. #37F Trust A.N.P. #38A Trust A.N.P. #38B Trust A.N.P. #38C Trust A.N.P. #38D Trust A.N.P. #38E Trust A.N.P. #38F Trust A.N.P. #39A Trust A.N.P. #39B Trust A.N.P. #39C Trust A.N.P. #39D Trust A.N.P. #39E Trust A.N.P. #39F Trust A.N.P. #40A Trust A.N.P. #40B Trust A.N.P. #40C Trust A.N.P. #40D Trust A.N.P. #40E Trust A.N.P. #40F Trust A.N.P. #41A Trust A.N.P. #41B Trust A.N.P. #41C Trust A.N.P. #41D Trust A.N.P. #41E Trust A.N.P. #41F Trust A.N.P. #42A Trust A.N.P. #42B Trust A.N.P. #42C Trust A.N.P. #42D Trust A.N.P. #42E Trust A.N.P. #42F Trust |
CTC Trust D.N.P. Family Trust No. 2 D.N.P. Family Trust No. 3 D.N.P. Family Trust No. 4 D.N.P. Family Trust No. 5 D.N.P. Family Trust No. 6 D.N.P. Family Trust No. 7 D.N.P. Family Trust No. 8 D.N.P. Family Trust No. 14 D.N.P. Family Trust No. 15 D.N.P. Family Trust No. 16 D.N.P. Family Trust No. 17 D.N.P. Family Trust No. 19 D.N.P. Family Trust No. 20 D.N.P. Family Trust No. 21 D.N.P. Family Trust No. 22 D.N.P. Family Trust No. 23 D.N.P. Family Trust No. 24 D.N.P. Family Trust No. 25 D.N.P. Family Trust No. 26 D.N.P. Family Trust No. 27 D.N.P. Family Trust No. 28 D.N.P. Family Trust Xx. 00X X.X.X. Xxxxxx Xxxxx Xx. 00 X.X.X. Residuary Trust No. 1 D.N.P. Residuary Trust No. 2 D.N.P. Residuary Trust No. 3 D.N.P. Residuary Trust No. 4 D.N.P. Residuary Trust No. 5 D.N.P. Residuary Trust No. 6 D.N.P. Residuary Trust No. 7 D.N.P. Residuary Trust No. 8 D.N.P. Residuary Trust No. 9 Don Trust #25 Don G.C. Trust #1 Don G.C. Trust #2 Don G.C. Trust #3 Don G.C. Trust #4 Don G.C. Trust #5 Don G.C. Trust #6 Don G.C. Trust #7 Don G.C. Trust #8 Don G.C. Trust #9 Don G.C. Trust #10 ECI Family Trust #1 ECI Family Trust #2 ECI Family Trust #3 ECI Family Trust #4 ECI Family Trust #5 ECI Family Trust #6 ECI QSST Trust #1 ECI QSST Trust #2 ECI QSST Trust #3 ECI QSST Trust No. 4 ECI QSST Trust No. 5 ECI QSST Trust No. 6 |
Page 2 of 6
Schedule A (con’t)
F.L.P. Trust #10 F.L.P. Trust #11 F.L.P. Trust #12 F.L.P. Trust #13 F.L.P. Trust #14 F.L.P. Trust #15 F.L.P. Trust #16 F.L.P. Trust #17 F.L.P. Trust #19 F.L.P. Trust #20 F.L.P. Trust #21 F.L.P. Residuary Trust #1 F.L.P. Residuary Trust #5 F.L.P. Residuary Trust #6 F.L.P. Residuary Trust #9 F.L.P. Residuary Trust #11 F.L.P. Residuary Trust #12 F.L.P. Residuary Trust #13 F.L.P. Residuary Trust #14 F.L.P. Residuary Trust #15 F.L.P. Residuary Trust #16 F.L.P. Residuary Trust #17 F.L.P. Residuary Trust #18 F.L.P. Residuary Trust #19 F.L.P. Residuary Trust #20 F.L.P. Residuary Trust #21 F.L.P. Residuary Trust #22 F.L.P. Residuary Trust #23 F.L.P. Residuary Trust #24 F.L.P. Residuary Trust #25 F.L.P. Residuary Trust #26 F.L.P. Residuary Trust #27 F.L.P. Residuary Trust #28 F.L.P. Residuary Trust #29 F.L.P. Residuary Trust #30 F.L.P. Residuary Trust #31 F.L.P. Residuary Trust #32 F.L.P. Residuary Trust #33 F.L.P. Residuary Trust #34 F.L.P. Residuary Trust #35 F.L.P. Residuary Trust #36 F.L.P. Residuary Trust #37 F.L.P. Residuary Trust #38 F.L.P. Residuary Trust #39 F.L.P. Residuary Trust #40 F.L.P. Residuary Trust #41 F.L.P. Residuary Trust #42 F.L.P. Residuary Trust #43 F.L.P. Residuary Trust #44 F.L.P. Residuary Trust #45 F.L.P. Residuary Trust #46 F.L.P. Residuary Trust #47 F.L.P. Residuary Trust #48 F.L.P. Residuary Trust #49 F.L.P. Residuary Trust #50 F.L.P. Residuary Trust #51 |
F.L.P. Residuary Trust #52 F.L.P. Residuary Trust #53 F.L.P. Residuary Trust #54 J.N.P. Residuary Trust No. 1 J.N.P. Residuary Trust No. 2 J.N.P. Residuary Trust No. 3 J.N.P. Residuary Trust No. 4 J.N.P. Residuary Trust No. 5 J.N.P. Residuary Trust No. 6 J.N.P. Residuary Trust No. 7 J.N.P. Residuary Trust No. 8 J.N.P. Residuary Trust No. 9 J.N.P. Residuary Trust No. 10 J.N.P. Residuary Trust No. 11 J.N.P. Residuary Trust No. 12 J.N.P. Residuary Trust No. 13 J.N.P. Residuary Trust No. 14 LaSalle Trust #13 LaSalle Trust #14 LaSalle Trust #15 LaSalle Trust #17 LaSalle Trust #18 LaSalle Trust #19 LaSalle Trust #27 LaSalle Trust #41 LaSalle Trust #42 LaSalle Trust #43 LaSalle Trust #44 LaSalle Trust #45 LaSalle Trust #46 LaSalle Trust #47 LaSalle Trust #48 LaSalle Trust #49 LaSalle Trust #50 LaSalle Trust #51 LaSalle Trust #52 LaSalle Trust #53 LaSalle Trust #54 LaSalle Trust #55 LaSalle Trust #56 LaSalle Trust #57 LaSalle Trust #58 LaSalle Trust #59 LaSalle Trust #60 LaSalle Trust #61 LaSalle Trust #62 LaSalle Trust #63 LaSalle Trust #64 LaSalle G.C. Trust #2 LaSalle G.C. Trust #3
|
LaSalle G.C. Trust #4 LaSalle G.C. Trust #5 LaSalle G.C. Trust #6 LaSalle G.C. Trust #7 LaSalle G.C. Trust #8 LaSalle G.C. Trust #9 LaSalle G.C. Trust #10 LaSalle G.C. Trust #11 N.F.P. Trust Xx. 0 X.X.X. Xxxxx Xx. 0 N.F.P. Trust Xx. 0 X.X.X. Xxxxx Xx. 0 N.F.P. Trust Xx. 00 X.X.X. Xxxxx Xx. 00 N.F.P. Trust Xx. 00 X.X.X. Xxxxx Xx. 00 N.F.P. Trust Xx. 00 X.X.X. Xxxxx Xx. 00 N.F.P. Trust No. 22 N.F.P. QSST Trust No. 1 N.F.P. QSST Trust No. 3 N.F.P. QSST Trust No. 5 N.F.P. QSST Trust No. 7 N.F.P. QSST Trust No. 9 N.F.P. QSST Trust No. 11 N.F.P. QSST Trust No. 13 N.F.P. QSST Trust No. 15 N.F.P. QSST Trust No. 17 N.F.P. QSST Trust No. 19 N.F.P. QSST Trust No. 21 Bandon Trust Barview Trust Brownsville Trust Carlton Trust Clakamas Trust Clatskanie Trust Xxxxxxxx Trust Drain Trust Eastside Trust Elgin Trust Enterprise Trust Estacada Trust Fairview Trust Garibaldi Trust Green Trust Harrisburg Trust Fossil Trust Xxxxxxxx Trust Gearhart Trust Xxxxxxx Trust Xxxxxxxxx Trust Glendale Trust Glenmorrie Trust Glide Trust Harbor Trust Xxxxxxx Trust |
Page 3 of 6
Schedule A (con’t)
Huntington Trust Xxxxxx Trust Kinzua Trust Lafayette Trust Lewisburg Trust Xxxxxx Trust Amity Trust Applegate Trust Athena Trust Aumsville Trust Belleview Trust Xxx Trust Canyonville Trust Charleston Trust Chiloquin Trust Coburg Trust Xxxxxx Trust Dayton Trust Xxxxxxx Trust Dundee Trust Dunes Trust Elmira Trust Canyon Trust Beech Trust Battle Trust Blue Trust Sebastian Trust Camas Trust Low Trust Alsea Trust Xxxxxx Trust Burnt Trust Xxxxx Trust Xxxxxx Trust Grass Trust Necanium Trust Siskiyou Trust Willamette Trust Beaverton Trust Corvallis Trust Eugene Trust Medford Trust Parkrose Trust Portland Trust Salem Trust Springfield Trust Albany Trust Altamont Trust Bend Trust Xxxxxxx Trust Hillsboro Trust Keizer Trust Milwaukie Trust Xxxxxxxxx Trust Dallas Trust Gladstone Trust |
Hayesville Trust Lebanon Trust Newberg Trust Powellhurst Trust Rockwood Trust Woodburn Trust Antelope Trust Drewsey Trust Granite Trust Greenhorn Trust Xxxxxxx Trust Juntura Trust Lonerock Trust Shaniko Trust Arago Trust Bayshore Trust Xxxxxx Trust Xxxxxxxxxx Trust Xxxxxxxx Trust Xxxxxxxxx Trust Burlington Trust Cheshire Trust Cooston Trust Xxxxxx Trust Drew Trust Xxxxxx Trust Englewood Trust Firwood Trust Xxxxxx Trust Xxxxxxxx Trust Aloha Trust Xxxxxx Trust Brookings Trust Xxxxx Trust Canby Trust Coquille Trust Xxxxxxx Trust Glendoveer Trust Xxxxxxxxx Trust Hermiston Trust Xxxxxxx Trust Xxxxxxx Trust Monmouth Trust Newport Trust Oakridge Trust Ontario Trust Xxxxx Trust Xxxxxx Trust Xxxxx Trust Xxxxxxx Trust Xxxxx Trust Lake Trust Xxxxxx Trust Polk Trust Columbia Trust Xxxxxxx Trust |
Clerk Trust Xxxxxxx Trust Jefferson Trust Klamath Trust Linn Trust Xxxxxx Trust Clatsop Trust Coos Trust Xxxxxxxxx Trust Lane Trust Malheur Trust Xxxxxxx Trust Union Trust Wasco Trust Crescent Trust Summit Trust Xxxxxx Trust Xxxxx Trust Owyhee Trust Cow Trust Xxxxxx Trust Oswego Trust Rider Trust Wallowa Trust Xxxxxx Trust Xxxxx Trust Crater Trust Summer Trust Xxxxx Trust Alkali Trust Xxxxx Trust Xxxxxx Trust Alvadore Trust Azalea Trust Ballston Trust Xxxxxx Trust Beaver Trust Xxxx Trust Bonneville Trust Boring Trust Brickerville Trust Bridge Trust Brightwood Trust Xxxxxxx Trust Xxxxxx Trust Xxxxxx Trust Astoria Trust Prineville Trust Roseburg Trust Lakeview Trust Vale Trust Heppner Trust Moro Trust Tillamook Trust Idanha Trust Idaville Trust |
Page 4 of 6
Schedule A (con’t)
Imbler Trust Independence Trust Interlachen Trust Xxxx Trust Irrigon Trust Irving Trust Oakland Trust Oceanside Trust Xxxxx Trust Xxxxx Trust Ophir Trust Orenco Trust Orient Trust Oxbow Trust Xxx Xxxxxx Trust Gigi Trust Xxx Trust Xxxxxx Trust Xxxxx Trust Xxxxx Trust Xxxxxxxx Trust Xxxxx Trust Xxx Trust Xxxx Trust Xxxxxx Trust P.P.C. Trust #2-Xxx P.P.C. Trust #2-Gigi P.P.C. Trust #3-Xxxxx P.P.C. Trust #3-Xxx Xxxxxx P.P.C. Trust #4-Xxx P.P.C. Trust #4-Xxxxxxx P.P.C. Trust #4-Xxx Xxxxxx P.P.C. Trust #5-Xxxxx P.P.C. Trust #5-Xxxxxxx P.P.C. Trust #6-Xxxxxx P.P.C. Trust #6-Gigi P.P.C. Trust #6-Xxxxx P.P.C. Trust #6-Xxxxxxx P.P.C. Trust #7-Xxxx P.P.C. Trust #7-Xxxxx Xxxxxxxx Educational Trust #1 Pritzker Educational Trust #2 Pritzker Educational Trust #3 Pritzker Educational Trust #4 Pritzker Educational Trust #5 Pritzker Educational Trust #6 Pritzker Educational Trust #7 Pritzker Educational Trust #8 Pritzker Educational Trust #11 Pritzker Educational Trust #12 Pritzker Family Trust #1 Pritzker Family Trust #2 Pritzker Family Trust #3 Pritzker Family Trust #4 Pritzker Family Trust #5 Pritzker Family Trust #6 |
Pritzker Family Trust #7 Pritzker Family Trust #8 Pritzker Family Trust #9 Pritzker Family Trust #10 Pritzker Family Trust #11 Pritzker Family Trust #12 Pritzker Family Trust #19 Pritzker Family Trust #20 Pritzker Family Trust #21 Pritzker Family Trust #22 Pritzker Family Trust #23 Pritzker Family Trust #24 Pritzker Medical Trust #1 Pritzker Medical Trust #2 Pritzker Medical Trust #3 Pritzker Medical Trust #4 Pritzker Medical Trust #7 Pritzker Medical Trust #8 Pritzker Medical Trust #10 Pritzker Medical Trust #11 Pritzker Medical Trust #12 R.A. Trust #25 R.A. G.C. Trust #1 R.A. G.C. Trust #2 R.A. G.C. Trust #3 R.A. G.C. Trust #4 R.A. G.C. Trust #5 R.A. G.C. Trust #6 R.A. G.C. Trust #7 R.A. G.C. Trust #8 R.A. G.C. Trust #9 R.A. G.C. Trust #10 RP Trust #1 RP Trust #2 RP Trust #3 RP Trust #4 RP Trust #5 RP Trust #6 RP Trust #7 RP Trust #8 RP Trust #9 RP Trust #10 RP Trust #11 Rainer Trust Slide Trust Crystal Trust Xxxxx Trust Olympus Trust Xxxxxx Trust Elk Trust Xxxxxxxxx Trust Xxxxxxxxx Trust Xxxxxxxx Trust Twin Trust Haystack Trust Pilchuck Trust |
Index Trust Bearhead Trust Strawberry Trust Simcoe Trust Clifty Trust Cashmere Trust Xxxxx Trust Bonanza Trust Xxxxx Trust Xxxxx Trust Xxxx Trust Okanogan Trust Colville Trust Kaniksu Trust Umatilla Trust Pinchot Trust Xxxxxxx Trust Xxxxxxx Trust Xxxx Trust Olympic Trust Bremerton Trust Vancouver Trust Xxxxxxxxxx Trust Keechelus Trust Federation Trust Hanford Trust Pauls Trust Butte Trust Steptoe Trust Xxxxxxxxx Trust Coulee Trust Xxxxxx Trust XxXxxx Trust Maryhill Trust Pastime Trust Chelan Trust Moses Trust Entiat Trust Wallola Trust Banks Trust Xxxxx Trust Sacajewea Trust Xxxxx Trust Xxxxxx Trust Rock Trust Roosevelt Trust Xxxxxxx Trust Xxxxxxx Trust Spectacle Trust Galispell Trust West Trust Marengo Trust Spangle Trust Packwood Trust Xxxxx Trust Xxxxxx Trust |
Page 5 of 6
Schedule A (con’t)
Grandview Trust Malden Trust Tekoa Trust Pack Trust Fairfield Trust Ritzville Trust Warden Trust Bridgeport Trust Quincy Trust Penawowa Trust Almota Trust Quiet Trust Lemei Trust Soda Trust Boistfort Trust Snag Trust Windy Trust Mica Trust Gypsy Trust Glacier Trust Xxxxx Xxxxxx Trust Wenatchee Trust Vesper Trust Xxxx Trust Pyramid Trust Mission Trust Signal Trust Under Trust Saddle Trust Abercrombie Trust Hall Trust Molybenite Trust Chewelah Trust Xxxxx Trust Cougar Trust Redtop Trust Chimney Trust July Trust Star Trust Pinnacle Trust Xxxxxx Trust Mile Trust Zebra Trust Iron Trust Foot Trust Bells Trust Badger Trust Yearling Trust King Trust Ant Trust Aix Trust Snoqualmie Trust Twisp Trust Rainy Trust Washington Trust Harts Trust |
Cascade Trust Austin Trust Stampede Trust Swauk Trust Xxxxxxx Trust Cayuse Trust By Trust Over Trust Satus Trust Copper Trust Snowy Trust Ozette Trust Skokomich Trust Cherokee Trust Spokane Trust Lummi Trust Shoalwater Trust Hoh Trust Quillayute Trust Nooksack Trust Suiattle Trust White Trust Icicle Trust Klickitat Trust Willapa Trust Snow Trust Xxxxxx Trust Toutle Trust Salmon Trust Yellow Trust Chehalis Trust Wynoochee Trust Quimalt Trust Queets Trust Wind Trust Marysville Trust Lynwood Trust Xxxxxxx Trust Wine Trust Seattle Trust Burien Trust Xxxxxxxx Trust Flagler Trust Angeles Trust Aberdeen Trust Hoquiam Trust Zesty Trust Bellingham Trust Xxxxxx Trust Chuckanut Trust Anacortes Trust |
Page 6 of 6
TERMINATION OF PARTICIPATION IN
TIME SHARING AGREEMENT
This Termination of Participation in Time Sharing Agreement (this “Termination Agreement”) is made and entered into as of March 18, 2008 between ROSEMONT PROJECT MANAGEMENT, L.L.C., a Delaware limited liability company (the “Owner”), and XXXXXX HOLDINGS, INC., a Delaware corporation (“MHI”). Capitalized terms used herein without definition are used as defined in the Time Sharing Agreement (as defined below).
W I T N E S S E T H:
WHEREAS, the parties hereto (among others) entered into that certain Time Sharing Agreement, dated as of October 2, 2006 (as amended, the “Time Sharing Agreement”), with respect to that certain Daussault-Breguet Falcon 900EX aircraft bearing the United States Registration Number N312P; and
WHEREAS, the parties hereto desire to terminate the Time Sharing Agreement solely with respect to MHI.
NOW THEREFORE, the parties hereto, declaring their intention to enter into and be bound by this Termination Agreement, and for the good and valuable consideration set forth below, hereby covenant and agree as follows:
1. Termination of MHI’s Participation in the Time Sharing Agreement. Effective as of the date hereof, the participation of MHI as a Lessee under the Time Share Agreement is hereby terminated and of no further force or effect. Further, the parties hereby waive any and all notice provisions applicable to the termination of said Time Sharing Agreement with respect to MHI’s participation.
2. Payment of Outstanding Fees. Owner shall invoice MHI for any amounts due to Owner from MHI under the Time Sharing Agreement for flights taken at the request of MHI through the date hereof. MHI hereby acknowledges that it remains liable to Owner for such amounts notwithstanding the termination of the Time Sharing Agreement with respect to MHI. MHI shall pay all amounts due within fifteen (15) days of receiving Owner’s invoice.
3. Counterparts. This Termination Agreement may be executed in several counterparts and all so executed shall constitute one agreement binding on all the parties hereto, notwithstanding that all the parties are not signatories to the original or the same counterpart.
[REST OF PAGE INTENTIONALLY BLANK]
- 1 -
IN WITNESS WHEREOF, the parties hereto have executed this Termination Agreement as of the date first above written. The persons signing below warrant their authority to sign.
Owner:
Rosemont Project Management, L.L.C., a Delaware limited liability company | ||
By: | /s/ Xxxx Xxxx | |
Xxxx Xxxx Vice President & Treasurer | ||
00 Xxxxx Xxxxxx Xxxxx, Xxxxx 0000 Xxxxxxx, Xxxxxxxx 00000 Telephone: 312/000-0000 Facsimile: 312/780-5281 Attention: Xxxx Xxxx |
[SIGNATURE PAGE TO TERMINATION OF PARTICIPATION IN TIME SHARING AGREEMENT (N312P)]
MHI:
Xxxxxx Holdings, Inc., a Delaware corporation | ||
By: | /s/ Xxxxx X. Xxxx | |
Xxxxx X. Xxxx President & Chief Executive Officer | ||
000 Xxxx Xxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxx, XX 00000 Telephone: 312/000-0000 Facsimile: 312/845-8769 Attention: Xxxxxx X. Xxxx, Esq. |
[SIGNATURE PAGE TO TERMINATION OF PARTICIPATION IN TIME SHARING AGREEMENT (N312P)]