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Citigroup - Aircraft Time Sharing Agreement
AIRCRAFT TIME SHARING AGREEMENT
THIS AIRCRAFT TIME SHARING AGREEMENT (the "AGREEMENT") is made and entered into as of this 10th day of August, 2006 by and between Citiflight, Inc., a corporation existing under the laws of the State of Delaware ("OPERATOR"), and Robert Rubin, an individual ("LESSEE"), who together are sometimes also referred to herein individually as a "PARTY" or collectively as the "PARTIES."
WITNESSETH:
WHEREAS, Operator has possession and ownership of the aircraft described in Section 20 of this agreement (individually and collectively, the "Aircraft");
WHEREAS, Operator desires to lease from time-to-time the Aircraft to Lessee for Lessee's use on a time sharing basis in accordance with 91.501 of the FAA's federal aviation regulations, 14 C.F.R. Parts 1-199 as amended (the "FARS");
WHEREAS, Operator employs fully qualified flight crews to operate the Aircraft on such basis; and
WHEREAS, subject to the terms and conditions herein, Lessee desires to lease Operator's Aircraft with flight crew supplied by Operator on a time sharing basis;
NOW THEREFORE, in consideration of the mutual covenants herein set forth, the Parties agree as follows:
SECTION 1 PROVISION OF PROGRAM AIRCRAFT. Operator agrees to lease the Aircraft to Lessee on a time sharing basis in accordance with the provisions of Sections 91.501(b)(6), 91.501(c)(1) and 91.501(d) of the FARs and solely at Operator's discretion, including, without limitation, Operator's determination of Aircraft availability according to Section 5 hereof, for the period commencing on the date of execution hereof and terminating on the earlier of (1) the first anniversary hereof; (2) the date the Parties elect to terminate this Agreement as hereinafter provided; or (3) a final determination that there has been a total loss of all of the Aircraft (the "TERM"); provided, however, that (x) this Agreement shall be extended automatically on a year to year basis following the first (1st) anniversary hereof; (y) either Party shall have the right and option to cancel this Agreement at any time upon thirty (30) days prior written notice to the other Party for any reason or for no reason; and (z) this Agreement shall automatically terminate on the date that Lessee ceases to be employed by Operator, whether as a result of resignation, retirement, death or other termination, provided, however, that the Term shall be extended to permit the Lessee or Lessee's invitees to complete any previously scheduled return flight for which the initial flight was begun during the Term.
AIRCRAFT TIME SHARING AGREEMENT__ PAGE 1 OF 7
SECTION 2 REIMBURSEMENT OF EXPENSES. For each flight conducted under this Agreement, Lessee shall pay Operator an amount (as determined by Operator) equal to the sum of the expenses of operating such flight that is permitted by FAR 91.501(d), i.e. an amount not to exceed the sum of the expenses set forth in subparagraphs (a)-(j) below for each such flight:
(a) Fuel, oil, lubricants, and other additives;
(b) Travel expenses of the crew, including food, lodging, and ground
transportation;
(c) Hangar and tie-down costs away from the Program Aircraft's base of
operation;
(d) Insurance obtained for the specific flight;
(e) Landing fees, airport taxes, and similar assessments;
(f) Customs, foreign permit, and similar fees directly related to the
flight;
(g) In-flight food and beverages;
(h) Passenger ground transportation;
(i) Flight planning and weather contract services; and
(j) An additional charge equal to one hundred percent (100%) of the
expenses listed in subparagraph (a) above.
SECTION 3 INVOICING AND PAYMENT. All payments to be made to Operator by Lessee hereunder (regardless of the manner in which such payments are calculated pursuant to Section 2 above) shall be limited to the categories of costs identified in Items (a) through (j) of Section 2 above. Operator will pay all expenses related to the operations of the Aircraft hereunder (including all those listed in clauses (a) through (i) of Section 2 above) in the ordinary course of operator's business. Operator shall provide to Lessee an invoice for the appropriate amount to be charged as specified in Section 2 above for each flight Lessee and his guests have taken under this Agreement (plus domestic or international air transportation excise taxes, as applicable, imposed on Lessee and his guests by the Internal Revenue Code for collection by Operator) (the "TIME SHARING INVOICE"). Operator shall issue the Time Sharing Invoice within fifteen (15) days after the completion of said flight or flights. Lessee shall pay Operator the full amount of such Time Sharing Invoice within thirty (30) days of the date of that invoice.
SECTION 4 FLIGHT REQUESTS. Lessee will provide Operator with flight requests and proposed flight schedules as far in advance as possible, and in any case at least twenty-four (24) hours in advance of Lessee's desired departure, and Operator shall in turn coordinate said flight requests. Flight requests shall be in a form, whether oral or written, mutually convenient to and agreed upon by the Parties. In addition to proposed schedules and departure times, Lessee shall provide at least the following information for each proposed flight reasonably in advance of the desired departure time as required by Operator or its flight crew:
(a) departure point;
(b) destination;
(c) date and time of flight;
(d) number and identity of anticipated passengers;
(e) nature and extent of luggage and/or cargo to be carried;
(f) date and time of return flight, if any; and
(g) any other information concerning the proposed flight that may be
pertinent to or required by Operator or its flight crew.
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SECTION 5 AIRCRAFT SCHEDULING. As between Operator and Lessee, Operator shall have final authority and discretion over all scheduling of the Aircraft, and Operator shall, at no time, be under any obligation to provide the Aircraft to Lessee for a particular flight or series of flights.
SECTION 6 AIRCRAFT MAINTENANCE. As between Operator and Lessee, Operator shall be solely responsible for securing scheduled and unscheduled maintenance, preventive maintenance, and required or otherwise necessary inspections of the Aircraft, and shall take such requirements into account in scheduling the Aircraft. Performance of maintenance, preventive maintenance or inspection shall not be delayed or postponed for the purpose of scheduling the Aircraft unless, in the sole discretion of Operator and the pilot-in-command, such maintenance or inspection can safely be conducted at a later time in compliance with applicable laws, regulations and requirements.
SECTION 7 FLIGHT CREW. Operator shall employ, pay for and provide a qualified flight crew for all flight operations under this Agreement.
SECTION 8 OPERATIONAL AUTHORITY AND CONTROL. OPERATOR SHALL BE RESPONSIBLE FOR THE PHYSICAL AND TECHNICAL OPERATION OF THE AIRCRAFT AND THE SAFE PERFORMANCE OF ALL FLIGHTS, AND SHALL RETAIN FULL AUTHORITY AND CONTROL, INCLUDING EXCLUSIVE OPERATIONAL CONTROL, AND POSSESSION OF THE AIRCRAFT AT ALL TIMES AT WHICH THE AIRCRAFT IS BEING OPERATED ON BEHALF OF LESSEE PURSUANT TO THIS AGREEMENT. In accordance with applicable FARs, the qualified flight crew provided by Operator will exercise all required and/or appropriate duties and responsibilities in regard to the safety of each flight conducted hereunder. The pilot-in-command shall have absolute discretion in all matters concerning the preparation of the Aircraft for flight and the flight itself, the load carried and its distribution, the decision whether or not a flight shall be undertaken, the route to be flown, the place where landings shall be made, and all other matters relating to operation of the Aircraft. Lessee specifically agrees that the flight crew shall have final and complete authority to delay or cancel any flight for any reason or condition which in the sole judgment of the pilot-in-command could compromise the safety of the flight, and to take any other action which in the sole 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 to Lessee or any other person for loss, injury, dama...
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