TIME SHARING AGREEMENT
This Agreement is made by and between Xxxxx Bank N.A.
("Lessor") and Perpetual Corporation/Lazy Lane Farms, Inc. and Xxxxxxxxxx
Communications Company ("Lessee").
R E C I T A L S :
WHEREAS, Lessor is the owner of that certain civil aircraft
known as one (1) Gulfstream V model aircraft bearing manufacturer's serial
number 556 and the United States Registration Number N556AR ("the Aircraft");
WHEREAS, Lessor employs/contracts for the services of a
fully qualified flight crew to operate the Aircraft;
WHEREAS, Lessor and Lessee desire to lease said Aircraft and
flight crew on a time sharing basis as defined in Section 91.501 (c) (1) of the
Federal Aviation Regulations ("FAR"); and
NOW, THEREFORE, in consideration of the mutual covenants
contained herein, and for other good and valuable consideration, the parties
agree as follows:
1. Lessor agrees to lease the Aircraft to Lessee, on as "as needed -- as
available" basis, pursuant to the provisions of FAR 91.501 (c) (1) and
to provide a fully qualified flight crew for all operations for flights
scheduled from the date hereof until August 1, 2002. Notwithstanding
the foregoing, Lessee shall not be entitled to use the Aircraft more
than one hour for every two hours, on average, that Lessor uses any
aircraft owned by Lessee, under the terms of a separate Time Sharing
Agreements. Credit may be carried forward from previous use of
Perpetual Corporation/Lazy Lane Farms, Inc.'s aircraft by Lessor under
Time Sharing Agreement executed December 9, 1999.
2. Lessee shall pay Lessor for each flight conducted under this Agreement
all or so much of the actual expenses of each specific flight as
authorized by FAR Part 91.501 (d) as may be requested for payment by
Lessor. These expenses include and are limited to:
(1) Fuel, oil, lubricants, and other additives;
(2) Travel expenses of the crew, including food, lodging and
ground transportation;
(3) Hangar and tie down costs away from, the Aircraft's base of
operation;
(4) Insurance obtained for the specific flight;
(5) Landing fees, airport taxes and similar assessments
including, but not limited to, IRC Section 4261
and related excise taxes;
(6) Customs, foreign permit, and similar fees directly related to
the flight;
(7) In-flight food and beverages;
(8) Passenger ground transportation;
(9) Flight planning and weather contract services; and
(10) An additional charge equal to 100% of the expenses listed in
subparagraph (1) of this paragraph.
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3. Lessor will pay all expenses related to the operation of the Aircraft
when incurred, and will provide an invoice and xxxx Lessee in
accordance with paragraph 2 above on the last day of the month in which
any flight for the account of Lessee occurs. Lessee shall pay Lessor
for said expenses within thirty days of receipt of the invoice and xxxx
therefor.
4. Lessee will provide Lessor with requests for flight time and proposed
flight schedules as far in advance of any given flight as possible, and
in any case, at least 3 hours in advance of Lessee's planned departure.
Requests for flight time shall be in a form, whether written or oral,
mutually convenient to, and agreed upon by the parties and unless
accepted by Lessor, shall be deemed rejected. In addition to the
proposed schedules and flight times Lessee shall provide at least the
following information for each proposed flight at some time prior to
scheduled departure as required by the Lessor or Lessor's flight crew:
(a) proposed departure point;
(b) destination;
(c) date and time of flight;
(d) the number of anticipated passengers;
(e) the nature and extent of luggage and/or cargo to be carried;
(f) the date and time of return flight, if any; and
(g) any other information concerning the proposed flight that
may be pertinent or required by Lessor or Lessor's flight
crew.
5. Lessor shall have final authority over the scheduling of the Aircraft,
provided, however, that Lessor will try to accommodate Lessee's needs
and avoid conflicts in scheduling.
6. Lessor shall be solely responsible for seeking 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 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 with 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 judgement would
compromise the safety of the flight.
7. Lessor shall contract for or employ, pay for and provide to Lessee
a qualified flight crew for each flight undertaken under this
Agreement.
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8. In accordance with applicable Federal Aviation Regulations, the
qualified flight crew provided by Lessor 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 other action which in the considered
judgement 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 Lessor shall not
be liable for delay or failure to furnish the Aircraft and 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 unforeseen circumstances.
9. Lessor will make its best efforts to 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(d) hereof.
10. Lessee warrants that:
(a) Lessee will solely use the Aircraft for and on account of its
own personal or business use, and will not use the Aircraft
for the purpose of providing transportation of passengers or
cargo for compensation or hire;
(b) Lessee shall refrain from incurring any mechanic's 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 Lessee 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, Lessee 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 timesharing Lessee.
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.
12. TRUTH IN LEASING STATEMENT UNDER SECTION 91.23 OF THE FAR's.
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WITHIN THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE OF THIS AGREEMENT, EXCEPT
TO THE EXTENT THE AIRCRAFT IS LESS THAN TWELVE (12) MONTHS OLD, THE AIRCRAFT HAS
BEEN INSPECTED AND MAINTAINED AND IN ACCORDANCE WITH THE FOLLOWING PROVISIONS OF
FAR:
CHECK ONE:
_ 91.409 (f) (1): A continuous airworthiness inspection program that is
part of a continuous airworthiness maintenance program currently in use
by a person holding an air carrier operating certificate or an
operating certificate issued under FAR Part 121, 127, or 135 and
operating that make and model aircraft under FAR Part 121 or operating
that make and model under FAR Part 135 and maintaining it under FAR
135.411(a)(2).
_ 91.409 (f) (2): An approved aircraft inspection program approved
under FAR 135.419 and currently in use by a person holding an operating
certificate issued under FAR Part 135.
_ 91.409 (f) (3): A current inspection program recommended by the
manufacturer.
_ 91.409 (f) (4): Any other inspection program established by the
registered owner or operator of the Aircraft and approved by the
Administrator of the Federal Aviation Administration in accordance with
FAR 91.409 (g).
THE PARTIES HERETO CERTIFY THAT DURING THE TERM OF THIS AGREEMENT AND FOR
OPERATIONS CONDUCTED HEREUNDER, THE AIRCRAFT WILL BE MAINTAINED AND INSPECTED IN
ACCORDANCE WITH THE PROVISIONS OF FAR:
THE PARTIES HERETO CERTIFY THAT DURING THE TERM OF THIS AGREEMENT AND FOR
OPERATIONS CONDUCTED HEREUNDER, THE AIRCRAFT WILL BE MAINTAINED AND INSPECTED
IN ACCORDANCE WITH THE PROVISIONS OF FAR:
CHECK ONE:
_ 91.409 (F)(1) _ 91.409 (F)(2) _ 91.409 (F)(3) _ 91.409 (F)(4)
LESSOR SHALL HAVE AND RETAIN OPERATIONAL CONTROL OF THE AIRCRAFT DURING
ALL OPERATIONS CONDUCTED PURSUANT TO THIS LEASE. 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, GENERAL AVIATION DISTRICT
OFFICE, OR AIR CARRIER DISTRICT OFFICE.
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THE PARTIES HERETO CERTIFY THAT A TRUE COPY OF THIS AGREEMENT SHALL BE CARRIED
ON THE 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.
IN WITNESS WHEREOF, the, parties have executed this Agreement
as of the date and year written below.
Lessor: Lessee:
XXXXX BANK N.A. PERPETUAL CORPORATION
By:/S/XXXXXX X. XXXXX By:/S/XXXXXXXX X. XXXXXX
================== =====================
Xxxxxx X. Xxxxx Xxxxxxxx X. Xxxxxx
Title:Executive Vice President and Title:President
Chief Operating Officer
Date:1/29/01
Date: 1/29/01 =======
=======
LAZY LANE FARMS, INC.
By:/S/XXXXXXXX X. XXXXXX
=====================
Xxxxxxxx X. Xxxxxx
Title: Vice President
Date:1/29/01
=======
XXXXXXXXXX COMMUNICATIONS COMPANY
By:/S/XXXXXXXX X. XXXXXX
=====================
Xxxxxxxx X. Xxxxxx
Title:Chairman and
Chief Executive Officer
Date:1/29/01
=======
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INSTRUCTIONS FOR COMPLIANCE WITH
"TRUTH IN LEASING" REQUIREMENTS
1. Mail a copy of the lease to the following address via certified mail,
return receipt requested, immediately upon execution of the lease (14
C.F.R. 91.23 requires that the copy be sent within twenty-four hours
after it is signed):
Federal Aviation Administration
Aircraft Registration Branch
ATTN: Technical Section
X.X. Xxx 00000
Xxxxxxxx Xxxx, Xxxxxxxx 00000
2. Telephone the nearest Flight Standards District Office at least
forty-eight hours prior to the first flight under this lease.
3. Carry a copy of the lease in the aircraft at all times.
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