November 12, 2010
EXHIBIT 10.11
November 12, 2010
Xxxxxxx X. Xxxxxxxx
c/o The Xxxxxxxx Family Xxxxxx
0 Xxxxxx Xxxx
Xxxxxxxx, XX 00000-0000
c/o The Xxxxxxxx Family Xxxxxx
0 Xxxxxx Xxxx
Xxxxxxxx, XX 00000-0000
| Re: | Aircraft Time Sharing Agreements |
Dear Xxxx:
Abercrombie & Fitch Management Co. (“LESSOR”) and Xxxxxxx X. Xxxxxxxx (“LESSEE”), are parties
to an Aircraft Time Sharing Agreement, dated as of June 1, 2010 (the “Gulfstream Agreement”) with
respect to a Gulfstream Aerospace G-V aircraft, Serial Number 524, U.S. Registration Number N1892
(the “Gulfstream Aircraft”). Capitalized terms used but not defined in this letter of
understanding that are defined in the Gulfstream Agreement shall have the meaning given to them in
the Agreement. LESSOR and LESSEE entered into a letter of understanding, dated as of June 1, 2010,
that supplemented the Gulfstream Agreement with respect to the details of LESSEE’s payments to
LESSOR for LESSEE’s personal use of the Gulfstream Aircraft (the “June 1, 2010 Letter of
Understanding”).
LESSOR and LESSEE are parties to an Aircraft Time Sharing Agreement, dated as of September 24,
2010 (the “NetJets Agreement”), with respect to a Cessna 560XL (Citation Excel) aircraft, serial
number 560-5305, U.S. Registration Number N628QS and each other aircraft that is subject to the
Dry-Lease Aircraft Exchange Agreement, as defined in the NetJets Agreement (all such aircraft, the
“NetJets Aircraft”).
LESSOR and LESSEE wish to amend and restate the June 1, 2010 Letter of Understanding in its
entirety, effective as of the effective date of the NetJets Agreement, to supplement the NetJets
Agreement and the Gulfstream Agreement (as a result of the NetJets Agreement) with respect to the
details of LESSEE’s payments to LESSOR for LESSEE’s personal use of the Gulfstream Aircraft and the
NetJets Aircraft, in the aggregate.
During each fiscal year period of LESSOR during the Term, commencing June 1, 2010, LESSOR
shall be responsible for the first $200,000 of incremental costs, as determined for purposes of
Item 402(c) of Regulation S-K promulgated by the U.S. Securities and Exchange Commission, to the
LESSOR for LESSEE’s personal use of the Gulfstream Aircraft and the NetJets Aircraft, in the
aggregate, during such period (the “Incremental Costs”). If the Incremental Costs in the aggregate
for such period (the “Aggregate Incremental Costs”) exceed $200,000, then LESSOR shall charge to
LESSEE, and LESSEE shall pay to LESSOR, all Aggregate Incremental Costs in excess of $200,000
during such twelve month period, provided that the maximum amount that LESSEE shall pay LESSOR as
compensation for each flight conducted under each of the Gulfstream Agreement and the NetJets
Agreement after the Aggregate Incremental Costs exceed $200,000 shall not exceed the maximum charge
allowed for such flight under a time-sharing agreement as set forth in 14 C.F.R. § 91.501(d), as
amended or replaced from time to time. All such payments shall be billed and paid in accordance
with the Agreement.
LESSOR shall charge LESSEE an amount equal to LESSOR’s actual variable operating costs for any
flight on which neither LESSEE is a passenger nor any of LESSEE’s property is on board, but which
flight (a “Deadhead Flight”) is required to position or ferry the Aircraft immediately prior to or
after a flight on which LESSEE is a passenger or LESSEE’s property is on board that does not
otherwise serve a business purpose.
This letter of understanding amends and restates the June 1, 2010 Letter of Understanding in
its entirety, effective as of the effective date of the NetJets Agreement.
If you are in agreement with this letter of understanding, please sign in the appropriate
place below and return a signed original to me. Let me know if you have questions.
| ABERCROMBIE & FITCH MANAGEMENT CO. | ||||||
| By: | /s/ Xxxxx X. Xxxxx | |||||
| Title: | SVP | |||||
I,
Xxxxxxx X. Xxxxxxxx, agree to the terms of the foregoing letter of understanding.
/s/ Xxxxxxx Xxxxxxxx
Xxxxxxx X. Xxxxxxxx
|
