Contract
EX-10.JJJ
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g25571exv10wjjj.htm
EX-10.JJJ
Exhibit 10(jjj)
AIRCRAFT TIME SHARING AGREEMENT
(Multiple Aircraft)
Dated as of the 24th day of February, 2011,
between
Bank of America, NA,
as Time Share Lessor,
and
Xxxxx X. Xxxxxxxx,
as Time Share Lessee,
* * *
INSTRUCTIONS FOR COMPLIANCE WITH
“TRUTH IN LEASING” REQUIREMENTS UNDER FAR § 91.23
Within 24 hours after execution of this Agreement:
mail a copy of the executed document to the
following address via certified mail, return receipt requested:
Federal Aviation Administration
Aircraft Registration Branch
ATTN: Technical Section
X.X. Xxx 00000
Xxxxxxxx Xxxx, Xxxxxxxx 00000
At least 48 hours prior to the first flight of each Aircraft to be conducted under this Agreement:
provide notice, using the FSDO Notification Letter in Exhibit A,
of the departure airport and proposed time of departure of the
first flight, by facsimile, to the Flight Standards
District Office located nearest the departure airport.
Carry a copy of this Agreement in each Aircraft at all times.
* * *
To whom it may concern:
Pursuant to the requirements of Federal Aviation Regulation Section 91.23(c)(3), please accept
this letter as notification that Xxxxx X. Xxxxxxxx is being furnished the above referenced aircraft
under an Aircraft Time Sharing Agreement dated February 24, 2011, and that the first flight of the
aircraft under such Aircraft Time Sharing Agreement will depart from [airport name] on the [day of
month], 2011, at approximately [time am/pm] local time.
Should you require any additional information, please contact me at 000-000-0000.
To whom it may concern:
Pursuant to the requirements of Federal Aviation Regulation Section 91.23(c)(3), please accept
this letter as notification that Xxxxx X. Xxxxxxxx is being furnished the above referenced aircraft
under an Aircraft Time Sharing Agreement dated February 22, 2011, and that the first flight of the
aircraft under such Aircraft Time Sharing Agreement will depart from [airport name] on the [xx day
of xxxxx, 2011], at approximately [time am/pm] local time.
Should you require any additional information, please contact me at 000-000-0000.
To whom it may concern:
Pursuant to the requirements of Federal Aviation Regulation Section 91.23(c)(3), please accept
this letter as notification that Xxxxx X. Xxxxxxxx is being furnished the above referenced aircraft
under an Aircraft Time Sharing Agreement dated February 22, 2011, and that the first flight of the
aircraft under such Aircraft Time Sharing Agreement will depart from [airport name] on the [xx day
of xxxxx, 2011], at approximately [time am/pm] local time.
Should you require any additional information, please contact me at 000-000-0000.
To whom it may concern:
Pursuant to the requirements of Federal Aviation Regulation Section 91.23(c)(3), please accept
this letter as notification that Xxxxx X. Xxxxxxxx is being furnished the above referenced aircraft
under an Aircraft Time Sharing Agreement dated February 22, 2011, and that the first flight of the
aircraft under such Aircraft Time Sharing Agreement will depart from [airport name] on the [xx day
of xxxxx, 2011], at approximately [time am/pm] local time.
Should you require any additional information, please contact me at 000-000-0000.
To whom it may concern:
Pursuant to the requirements of Federal Aviation Regulation Section 91.23(c)(3), please accept
this letter as notification that Xxxxx X. Xxxxxxxx is being furnished the above referenced aircraft
under an Aircraft Time Sharing Agreement dated February 22, 2011, and that the first flight of the
aircraft under such Aircraft Time Sharing Agreement will depart from [airport name] on the [xx day
of xxxxx, 2011], at approximately [time am/pm] local time.
Should you require any additional information, please contact me at 000-000-0000.
To whom it may concern:
Pursuant to the requirements of Federal Aviation Regulation Section 91.23(c)(3), please accept
this letter as notification that Xxxxx X. Xxxxxxxx is being furnished the above referenced aircraft
under an Aircraft Time Sharing Agreement dated February 22, 2011, and that the first flight of the
aircraft under such Aircraft Time Sharing Agreement will depart from [airport name] on the [xx day
of xxxxx, 2011], at approximately [time am/pm] local time.
Should you require any additional information, please contact me at 000-000-0000.
This AIRCRAFT TIME SHARING AGREEMENT (the “Agreement”) is made and effective as of the 24th day of February, 2011 (the “Effective Date”), by and between Bank of America, NA, a national banking association (“Time Share Lessor”), and Xxxxx X. Xxxxxxxx (“Time Share Lessee”). W I T N E S S E T H : WHEREAS, Time Share Lessee desires to lease each Aircraft, with a flight crew, on a non-exclusive basis, from Time Share Lessor on a time sharing basis as defined in Section 91.501(c)(1) of the FAR; WHEREAS, Time Share Lessor is willing to lease each Aircraft, with a flight crew, on a non-exclusive basis, to Time Share Lessee on a time sharing basis; and WHEREAS, during the Term of this Agreement, each Aircraft will be subject to use by Time Share Lessor and may be subject to use by one or more other third-parties. NOW, THEREFORE, in consideration of the mutual promises herein contained and other good and valid consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. | Definitions. The following terms shall have the following meanings for all purposes of this Agreement: | |
“Aircraft” means, individually and collectively as the context may require, Aircraft 1, Aircraft 2, Aircraft 3, Aircraft 4, Aircraft 5 and Aircraft 6. | ||
“Aircraft 1” means Airframe 1, and the Engines, the Parts, and the Aircraft Documents associated with Airframe 1. The Engines associated with Aircraft 1 shall be deemed part of the “Aircraft 1” whether or not from time to time attached to the Airframe or removed from the Airframe. | ||
“Aircraft 2” means Airframe 2, and the Engines, the Parts, and the Aircraft Documents associated with Airframe 2. The Engines associated with Aircraft 2 shall be deemed part of the “Aircraft 2” whether or not from time to time attached to the Airframe or removed from the Airframe. | ||
“Aircraft 3” means Airframe 3, and the Engines, the Parts, and the Aircraft Documents associated with Airframe 3. The Engines associated with Aircraft 3 shall be deemed part of the “Aircraft 3” whether or not from time to time attached to the Airframe or removed from the Airframe. | ||
“Aircraft 4” means Airframe 4, and the Engines, the Parts, and the Aircraft Documents associated with Airframe 4. The Engines associated with Aircraft 4 shall be deemed part of the “Aircraft 4” whether or not from time to time attached to the Airframe or removed from the Airframe. | ||
“Aircraft 5” means Airframe 5, and the Engines, the Parts, and the Aircraft Documents associated with Airframe 5. The Engines associated with Aircraft 5 shall be deemed part of the “Aircraft 5” whether or not from time to time attached to the Airframe or removed from the Airframe. | ||
“Aircraft 6” means Airframe 6, and the Engines, the Parts, and the Aircraft Documents associated with Airframe 6. The Engines associated with Aircraft 6 shall be deemed part of the “Aircraft 6” whether or not from time to time attached to the Airframe or removed from the Airframe. | ||
“Aircraft Documents” means all flight records, maintenance records, historical records, modification records, overhaul records, manuals, logbooks, authorizations, drawings and data relating to any specific Airframe, any specific Engine, or any Part associated with any specific Airframe or Engine, or that are required by Applicable Law to be created or maintained with respect to the maintenance and/or operation of any specific Aircraft. | ||
“Airframe 1” means that certain Gulfstream Aerospace G-V aircraft bearing U.S. registration number |
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N754BA, and manufacturer’s serial number 5007, together with any and all Parts (including, but not limited to, landing gear and auxiliary power units but excluding Engines or engines) so long as such Parts shall be either incorporated or installed in or attached to the Airframe. | ||
“Airframe 2” means that certain Gulfstream Aerospace G-V aircraft bearing U.S. registration number N795BA, and manufacturer’s serial number 5031, together with any and all Parts (including, but not limited to, landing gear and auxiliary power units but excluding Engines or engines) so long as such Parts shall be either incorporated or installed in or attached to the Airframe. | ||
“Airframe 3” means that certain Gulfstream Aerospace G-VSP aircraft bearing U.S. registration number N837BA, and manufacturer’s serial number 5122, together with any and all Parts (including, but not limited to, landing gear and auxiliary power units but excluding Engines or engines) so long as such Parts shall be either incorporated or installed in or attached to the Airframe. | ||
“Airframe 4” means that certain Gulfstream Aerospace G-VSP aircraft bearing U.S. registration number N838BA, and manufacturer’s serial number 5140 together with any and all Parts (including, but not limited to, landing gear and auxiliary power units but excluding Engines or engines) so long as such Parts shall be either incorporated or installed in or attached to the Airframe. | ||
“Airframe 5” means that certain Dassault Aviation Falcon 2000 aircraft bearing U.S. registration number N676BA, and manufacturer’s serial number 176, together with any and all Parts (including, but not limited to, landing gear and auxiliary power units but excluding Engines or engines) so long as such Parts shall be either incorporated or installed in or attached to the Airframe. | ||
“Airframe 6” means that certain Dassault Aviation Falcon 2000 aircraft bearing U.S. registration number N620BA, and manufacturer’s serial number 220, together with any and all Parts (including, but not limited to, landing gear and auxiliary power units but excluding Engines or engines) so long as such Parts shall be either incorporated or installed in or attached to the Airframe. | ||
“Applicable Law” means, without limitation, all applicable laws, treaties, international agreements, decisions and orders of any court, arbitration or governmental agency or authority and rules, regulations, orders, directives, licenses and permits of any governmental body, instrumentality, agency or authority, including, without limitation, the FAR and 49 U.S.C. § 41101, et seq., as amended. | ||
“Business Day” means any day of the year during which Time Share Lessor’s headquarters offices in the State of North Carolina are open for business. | ||
“DOT” means the United States Department of Transportation or any successor agency. | ||
“Engines (Aircraft 1)” means two (2) Rolls-Royce BR700-700C4-11 engines bearing manufacturer’s serial numbers 15115 & 15114, together with any and all Parts so long as the same shall be either incorporated or installed in or attached to such Engine. Any engine which may be, from time to time, substituted for an Engine shall be deemed to be an Engine and subject to this Agreement for so long as it remains attached to the Airframe. | ||
“Engines (Aircraft 2)” means two (2) Rolls-Royce BR700-700C4-11 engines bearing manufacturer’s serial numbers 15165 & 15164, together with any and all Parts so long as the same shall be either incorporated or installed in or attached to such Engine. Any engine which may be, from time to time, substituted for an Engine shall be deemed to be an Engine and subject to this Agreement for so long as it remains attached to the Airframe. | ||
“Engines (Aircraft 3)” means two (2) Rolls-Royce BR700-710C4-11 engines bearing manufacturer’s serial numbers 15347 & 15346, together with any and all Parts so long as the same shall be either incorporated or installed in or attached to such Engine. Any engine which may be, from time to time, substituted for an Engine shall be deemed to be an Engine and subject to this Agreement for so long as it remains attached to the Airframe. |
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“Engines (Aircraft 4)” means two (2) Rolls-Royce BR700-710C4-11 engines bearing manufacturer’s serial numbers 15381 & 15380, together with any and all Parts so long as the same shall be either incorporated or installed in or attached to such Engine. Any engine which may be, from time to time, substituted for an Engine shall be deemed to be an Engine and subject to this Agreement for so long as it remains attached to the Airframe. | ||
“Engines (Aircraft 5)” means two (2) Honeywell CFE738-1-1B engines bearing manufacturer’s serial numbers P-105489 & P-105488, together with any and all Parts so long as the same shall be either incorporated or installed in or attached to such Engine. Any engine which may be, from time to time, substituted for an Engine shall be deemed to be an Engine and subject to this Agreement for so long as it remains attached to the Airframe. | ||
“Engines (Aircraft 6)” means two (2) Honeywell CFE738-1-1B engines bearing manufacturer’s serial numbers P-105578 & P-105579, together with any and all Parts so long as the same shall be either incorporated or installed in or attached to such Engine. Any engine which may be, from time to time, substituted for an Engine shall be deemed to be an Engine and subject to this Agreement for so long as it remains attached to the Airframe. | ||
“FAA” means the Federal Aviation Administration or any successor agency. | ||
“FAR” means collectively the Aeronautics Regulations of the FAA and the DOT, as codified at Title 14, Parts 1 to 399 of the United States Code of Federal Regulations. | ||
“Operating Base” means Charlotte Xxxxxxx International Airport, in the City of Charlotte, State of North Carolina. | ||
“Operational Control” has the same meaning given the term in Section 1.1 of the FAR. | ||
“Parts” means all appliances, components, parts, instruments, appurtenances, accessories, furnishings or other equipment of whatever nature (other than complete Engines or engines) which may from time to time be incorporated or installed in or attached to any Airframe or any Engine and includes replacement parts. | ||
“Pilot in Command” has the same meaning given the term in Section 1.1 of the FAR. | ||
“Schedule Keeper” means the person designated by the Time Share Lessor to maintain the scheduling log of the Aircraft. The name, address, telephone number, and other contact information for the Schedule Keeper are set forth in Section 27. | ||
“Taxes” means commercial air transportation excise taxes pursuant to Section 4261 of the Internal Revenue Code of 1986, as amended, regardless of whether any flight is considered “noncommercial” under the FAR. | ||
“Term” means the entire period from the Effective Date to the date this Agreement is terminated pursuant to Section 3. |
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6.1 | fuel, oil, lubricants, and other additives; | ||
6.2 | travel expenses of the crew, including food, lodging and ground transportation; | ||
6.3 | hangar and tie down costs away from the Aircraft’s Operating Base; | ||
6.4 | insurance obtained for the specific flight; | ||
6.5 | landing fees, airport taxes and similar assessments; | ||
6.6 | customs, foreign permit, and similar fees directly related to the flight; | ||
6.7 | in-flight food and beverages; | ||
6.8 | passenger ground transportation; | ||
6.9 | flight planning and weather contract services; and | ||
6.10 | an additional charge equal to 100% of the expenses listed in Section 6.1. |
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of such additional insurance shall be borne by Time Share Lessee as set forth in Section 6.4 of this Agreement. | |||
18.4 | Insurance Certificates. If requested, Time Share Lessor will provide Time Share Lessee with a copy of its Certificate of Insurance. |
19. | Representations and Warranties. Time Share Lessee represents and warrants that: |
19.1 | Time Share Lessee will use the various Aircraft solely for his own use and the use of his family and guests, and Time Share Lessee will not use any Aircraft for the purpose of providing transportation of passengers or cargo for compensation or hire. | ||
19.2 | Time Share Lessee shall refrain from incurring any mechanic’s or other lien in connection with inspection, preventative maintenance, maintenance or storage of the various Aircraft, whether permissible or impermissible under this Agreement, nor shall there be any attempt by Time Share Lessee to convey, mortgage, assign, lease, sublease, or any way alienate any Aircraft or create any kind of lien or security interest involving any Aircraft or do anything or take any action that might mature into such a lien. | ||
19.3 | During the Term of this Agreement, Time Share Lessee will abide by and conform to all Applicable 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 any Aircraft by a time sharing Time Share Lessee. |
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return receipt requested, delivery charge or postage prepaid, on the date shown on the receipt therefor, in each case at the address set forth below: |
If to Time Share Lessor: | Bank of America, NA | Tel: | 000-000-0000 | |||
000 Xxxxx Xxxxx Xxxxxx | Fax: | 000-000-0000 | ||||
Xxxxxxxxx, XX 00000 | ||||||
Attn: General Counsel | ||||||
With a copy to: | GKG, Law, P.C. | Tel: | 000-000-0000 | |||
0000 00xx Xxxxxx, X.X., Xxxxx 000 | Fax: | 000-000-0000 | ||||
Xxxxxxxxxx, X.X. 00000 | ||||||
Attn: Xxxxx X. Xxxxxxx, Esq. | ||||||
If to Time Share Lessee: | To Time Share Lessee’s home address | |||||
and/or telephone number on file with | ||||||
Time Share Lessor at the time of the notice. | ||||||
If to Schedule Keeper: | Bank of America Aircraft Scheduling | Tel: | 000-000-0000 | |||
0000 Xxxxxxx Xxxxx | Fax: | 000-000-0000 | ||||
Xxxxxxxxx, XX 00000-0000 | ||||||
Attn: Senior Vice President, Aviation Executive |
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(b) | Notwithstanding the provisions of Section 31(a) above, Time Share Lessor agrees to accept the proceeds of the hull and liability insurance required by this Agreement as its sole recourse against Time Share Lessee in the event of any claim by Time Share Lessee relating to any type of injury, death or property damage for which such insurance is being provided under this Agreement. | ||
(c) | The limitations provided for in Section 31(b) will not operate against Time Share Lessor to the extent that insurance proceeds are withheld or reduced due to the actions or inactions of Time Share Lessee. |
32. | Counterparts. This Agreement may be executed by the parties hereto in two (2) or more separate counterparts, each and all of which when so executed and delivered shall be an original, and all of which shall together constitute but one and the same instrument. | |
33. | Entire Agreement. This Agreement constitutes the entire agreement of the parties as of the Effective Date and supersedes all prior or independent, oral or written agreements, understandings, statements, representations, commitments, promises, and warranties made with respect to the subject matter of this Agreement. | |
34. | TRUTH IN LEASING. | |
WITHIN THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE OF THIS AGREEMENT, EACH AIRCRAFT HAS BEEN INSPECTED AND MAINTAINED IN ACCORDANCE WITH THE PROVISIONS OF FAR 91.409. | ||
THE PARTIES HERETO CERTIFY THAT DURING THE TERM OF THIS AGREEMENT AND FOR OPERATIONS CONDUCTED HEREUNDER, EACH AIRCRAFT WILL BE MAINTAINED AND INSPECTED IN ACCORDANCE WITH THE PROVISIONS OF FAR 91.409. | ||
TIME SHARE LESSOR ACKNOWLEDGES THAT WHEN IT OPERATES ANY AIRCRAFT ON BEHALF OF TIME SHARE LESSEE UNDER THIS AGREEMENT, TIME SHARE LESSOR SHALL BE KNOWN AS, CONSIDERED, AND IN FACT WILL BE THE OPERATOR OF SUCH AIRCRAFT. EACH PARTY HERETO CERTIFIES THAT IT UNDERSTANDS THE EXTENT OF ITS RESPONSIBILITIES, SET FORTH HEREIN, FOR COMPLIANCE WITH APPLICABLE FEDERAL AVIATION REGULATIONS. | ||
AN EXPLANATION OF FACTORS BEARING ON OPERATIONAL CONTROL AND PERTINENT FEDERAL AVIATION REGULATIONS CAN BE OBTAINED FROM THE NEAREST FEDERAL AVIATION ADMINISTRATION FLIGHT STANDARDS DISTRICT OFFICE. | ||
THE PARTIES HERETO CERTIFY THAT A TRUE COPY OF THIS AGREEMENT SHALL BE CARRIED ON EACH AIRCRAFT AT ALL TIMES, AND SHALL BE MADE AVAILABLE FOR INSPECTION UPON REQUEST BY AN APPROPRIATELY CONSTITUTED IDENTIFIED REPRESENTATIVE OF THE ADMINISTRATOR OF THE FAA. |
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IN WITNESS WHEREOF, the parties have executed this Aircraft Time Sharing Agreement as of the date and year first written above.
TIME SHARE LESSOR: | |||||
Bank of America, NA | |||||
By: | /s/ Xxxxxx X. X’Xxxxx | ||||
Print: | Xxxxxx X. X’Xxxxx | ||||
Title: | General Counsel | ||||
TIME SHARE LESSEE: | |||||
/s/ Xxxxx X. Xxxxxxxx | |||||
Xxxxx X. Xxxxxxxx |
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EXHIBIT A FSDO Notification Letter Date: [ ] Via Facsimile Fax: [ ] Federal Aviation Administration Flight Standards District Office — [city] [address] [city, state zip]
RE: | FAR Section 91.23 FSDO Notification First Flight Under Aircraft Time Sharing Agreement of Gulfstream Aerospace G-VSP aircraft bearing U.S. registration number N838BA, and manufacturer’s serial number 5140 |
Sincerely, | |||
Xxxx Xxx |
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FSDO Notification Letter Date: [ ] Via Facsimile Fax: [ ] Federal Aviation Administration Flight Standards District Office — [city] [address] [city, state zip]
RE: | FAR Section 91.23 FSDO Notification First Flight Under Aircraft Time Sharing Agreement of Gulfstream Aerospace G-V aircraft bearing U.S. registration number N754BA, and manufacturer’s serial number 5007 |
Sincerely, | |||
Xxxx Xxx |
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FSDO Notification Letter Date: [ ] Via Facsimile Fax: [ ] Federal Aviation Administration Flight Standards District Office — [city] [address] [city, state zip]
RE: | FAR Section 91.23 FSDO Notification First Flight Under Aircraft Time Sharing Agreement of Gulfstream Aerospace G-V aircraft bearing U.S. registration number N795BA, and manufacturer’s serial number 5031 |
Sincerely, | |||
Xxxx Xxx |
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FSDO Notification Letter Date: [ ] Via Facsimile Fax: [ ] Federal Aviation Administration Flight Standards District Office — [city] [address] [city, state zip]
RE: | FAR Section 91.23 FSDO Notification First Flight Under Aircraft Time Sharing Agreement of Gulfstream Aerospace G-VSP aircraft bearing U.S. registration number N837BA, and manufacturer’s serial number 5122 |
Sincerely, | |||
Xxxx Xxx |
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FSDO Notification Letter Date: [ ] Via Facsimile Fax: [ ] Federal Aviation Administration Flight Standards District Office — [city] [address] [city, state zip]
RE: | FAR Section 91.23 FSDO Notification First Flight Under Aircraft Time Sharing Agreement of Dassault Aviation Falcon 2000 aircraft bearing U.S. registration number N676BA, and manufacturer’s serial number 176 |
Sincerely, | |||
Xxxx Xxx |
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FSDO Notification Letter Date: [ ] Via Facsimile Fax: [ ] Federal Aviation Administration Flight Standards District Office — [city] [address] [city, state zip]
RE: | FAR Section 91.23 FSDO Notification First Flight Under Aircraft Time Sharing Agreement of Dassault Aviation Falcon 2000 aircraft bearing U.S. registration number N620BA, and manufacturer’s serial number 220 |
Sincerely, | |||
Xxxx Xxx |
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