20080122Notice affiliate transaction.pdf

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PacifiCorp Notice of Afliate Trasaction Case No. PAC-E-05-8 Page lof2
20\18 JAN 22
..~l MOUNTAIN~"~Ol~
10: 58
One Utah Center, 23rd Floor
201 South Main
Salt Lake City, UT 84111
Pleae Reply To:
Jordan A. White, Senior Counsel
Direct Dial (801) 220- 4640
Fax [phone]
email: jordan.white~pacificorp.com
DECr::l'\.....,."-=
Janua 22, 2008
Idao Public Utilities Commssion
472 West Washigton
Boise, ID 83702-5983
Attention:Jean D. Jewell
Commission Secretar
Re:PacifiCorp Notice of Affliate Transaction
Case No. P AC-E-05-08
Dear Ms. Jewell:
This letter will serve as notice pursuat to Commtment I 17(2), incorporated in the
Idaho Public Utilties Commission Order No. 29973 issued Febru 13,2006, as supplemented
by Order No. 29998 March 14, 2006, in the above-referenced proceeding, approving the
acquisition of PacifiCorp by MidAerican Energy Holdings Company ("MEHC"), that MEHC
has commenced business transactions with the following affliates: NetJets Sales, Inc., NetJets
Aviation, Inc., and NetJet Services, Inc. (collectively "NetJets"). The transactions are supported
by the documents listed below, which set fort the terms and conditions with respect to MEHC's
purchase from NetJets of an undivided 12.5% interest in an airplane. Rocky Mountan Power
curently has no intention of utilzing the aircraf available under the fractional ownership
agreement. Circumstaces may arse, however, where the need to transport an emergency repai
par or crew to a location that is otherwse unavailable on a timely basis by other transporttion
may justify the service.
· Fractional Interest Purchase Agreement between MidAerican Energy Holdigs
Company and NetJets Sales, Inc., atthed hereto as Exhbit "A."
· Fractional Ownership Owners Agreement executed by MidAerican Energy Holdings
Company, attched hereto as Exhbit "B."
· Fractional Ownership Program Management Services Agreement between MidAerican
Energy Holdings Company and NetJets Aviation, Inc., attched hereto as Exhbit "C."
· Master Dry Lease Aircra Exchange Agreement between MidAerican Energy Holdings
Company and NetJet Services, Inc., attached hereto as Exhibit "D."
PacifiCorp Notice of Afliate Trasaction Case No. PAC-E-05-8 Page2of2
The transactions listed above were negotiated at ars-lengt as between MEHC and
NetJets. However, this notice is provided in the event that Rocky Mountan Power actualy
utilizes the services ofNetJets under these agreements and thus, trggers an afliate transaction.
Please call me at the above number or Brian Dickman at [phone] if you have any
questions regarding this filing.
Sincerely,
Jo2:
Enclosures
Il
EXHIBIT A
Fractional Interest Purchase Agreement
"Il
NI!JET
Sym 121
crrAWNXL
FRCTONAL INTEREST PURCHASE AGREEMNT
THIS FRACTINA INTERST PURCHASE AGREEM (th "Agre) is ma andentere int beee Netet Sales, Inc ("NJSn or "Se. a Dewa coti havi it pnncpal
ofic and pl of busines at 4111 Brew Avenue, Columbu, Ohio 4319-188 an th Inviual or
entit whose sinare an addres apprs bel ("BrW).
WIESET
WHREA. SeIJ Is in '! business of purcasing and seng aira and
WH, Sell ow th airc equipmen wananty rihts an lobo (th "AI lisedand de on the Scheule athed he (th .Scheule"). The Air wi be so in up to sbee
(16) undivided ineres of at le si and onuart pent (6.2) eø: and
WH, Buyer desire to purchae fro Sell, an Seer desire to seJi to Bur an und
intere in th Aircra as se forh on th Scdule (the "Intt" su to th right of th owners of the
rening interts In the Airc as provi in the OperatM Domen as herein dein (th "Adonl
Inter Owrs").
NOW, THERE in cosidran of th prmises coind her the par heto, deiri
lega to be boll, here agree as follos:
1. Purch.. of Intest
1.1 Coveyace af Jnte. Subj to th ter an conditio he, Seller sha on th Cling
Da (as heinfter define), trnsfer, cove, asign. set ovr. bargain, sell and deve uno Bu. an
Bur shall purchase from Seller, th Inere in and to th Aircft (and aU airc lo an inio,modifn an ovl record if any. rela to th Aircraft, an, to th exten asignale, all right of
seler to sece an warry right with re to th Airc), subjec to the rights of th AdditiIntere Owrs as prid In the Opra Dome. Seler shll delvr to Bur, on or pr to th
Closing Dae, a aii of Sae in the fan prrid by th Federa Aviation Admira1i (th nFM, for the
Inter (the "Bin of Sal").
. 1.2 Puue Pr. The to purchae prce (the 'Purdse Pri") to be pad by Buyer to Sel
for th Intres shan be as set forh In the Sçed. payae as folws
(a) A depoit of $100.00 (Incudng, if aplible, th $100,00 prevly paid on executn of a
Binder Agremet by Buye) upon the exn of this Agremen by Buyr (th "Depos,;
(b) Th balanc of the Purcha Price by wir tr to seler on the Cloing Dat (as dehern);
(c) In the event any sale. use, luxury or slmDar ta is as on Seller wi re to the
pue of the Interst Buyer hereby covent and agre to pay an amri equa to the assesse ta
and any reated penaltie an iner to Seller wiin ten (10) days of reivng noice ther fr seler,
and Seller shaD apply such amount to payment of the ta. Buye may proes such taes pred it lully
indemnifies Seller therefon an
(d) .CIoIn shall occur in a muuaRy EKeptabie lotion which includes Oregon. Mona, Souh
caolina, Delae. Conecut. Maacuset and New Hampshire.
1.3 Opve Donts. As use herein the ten Operae Douments shall men th Fractioal
Ownership Proram Management Services Agreement 1hAgreemt, th Fraonal Ownership Owne
Agreement. the Master Dry-Le Aircraft Exchang Agreem, th Aircraf Acptnc Form and the Bni
of Sal.
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1.4 Antiipaled Deivry Date. Seller anates th th Aift wil be ready for deiver on the
anti deliver date (the "Anicipd Deliry Dat") se fort on th Scedule afthogh th ae dae
fo deli cannot be asrtined at this time In the even that th Airraft wiD no be availa for delivry
win ai (60) days aft th Aniced Delivry Date, Buyer may noif Seler. in wr, of Its deire to
tennna th Agrmen in which evnt Seller shall propty reun the Depo to Buyr and this
Agremet shall be nul and voi an without further efec In th event Seller noties Buyr th th Aircra
Is availe fo deer on or be a dae which is no more than sixt (60) days af th Antlcpate
Dativ Da or such ot date as Is mutally agreea to Buye an Selle and thereafter Burunreasna withholds or deays Buys acept of th Aircaft or fails to execute th Operat
Dome an pay the balnc of th Purchas Pri 101 a peri of ten (10) days af su date th
Seler Wi rein th Deposi as liquidd damges, and no as a pelt, and this Ag shall be nuand void and wtut furt efec. .
1.5 Cape Tow Cove. Th Convntn on Internl Inre In Moe Equip an th
Procol on Matrs Speciic to Aircraft Ob (th "Ce Tow Coenti,. ef Ma 1, 20.
esli an Inerntinal retry ("Inttional Reisry) for it reisn of cein Inter in
Aircra. Neitr Sele nor Buyer sha reiser any sale (as dene by th ~ Tow Conen) in thIntma Reis unl such time as Seie pro notice th in SeRer's so discr, such
reisran is pessible. If Selr prvies noic that reisration of a sale is pennisslb. Buyer shal havethe opon to registe the sa at it so co and expnse. In the evt Buye exerces this op Selle
wi' initiate or consent to th regisn of a sale on th Internaonal Registry as such reistratin pertinto the sa of th Intere in th Aira to Buyr.
Z. Repretana an Warr
2.1 Rel8sents an WSl1nti of th SeIk seRe rereent and warrnts to. and cona
and agres wih Bu. as foll
(a) (i) On the ct Da th Aircra shall be in new codit in go workg or an rer
and ha a vali Certe of Airwin isued by the FAA wit all apll airwrtines direivan inspe cure (ii) no deult or coions which. wi the page of tie or ging of noti or
bo wold constiute deful exst undr any agremen, insment or document to wh Seller is a
pa, or by whic th Airc or th Interest is bond.
(b) On th Cloing Date seii sha own, an by this Agrmen an th Bil of Sale shall convey to
Buyer, go an markle ti to the Inte free and clr of an and aU le, He clims. ri to
purcha an encmbra otr than th riht of any Adtil Intere Ow as provied in th
Opra Doumen
(c) Ser is a corpra duly and valily organized an exing in go stnämg und the lawsof th sl of It inrptio and ha all power an au to ow or le its proertes an carry on it
bines where such prort are lote and suc busies is concted Seller has the powe anauthority to entr int ths Agement, to exute, dever an re al other Insme an do
execte an delivered and reiv in coneon wi th tracions hen reerr to and to carr outh sale an trfer of the Inter to Buye and th trct contmplated hereder an thund.
Seler ha the pow an autory to exee and deliver this Agreet, the BIU of Sae and an oU
documnt and instrment reuire to be execut and delivred by It
(d) There is no acn, sui or proeeing pedin agains SeI beOÆl or by any cortadmiisttive agen or other governmental author whi brigs Int ques the valiit of, or in any
way legaly or ficially (in the cae of performnc) impairs th execuon. delivry or peifmi bySeller of an Opeiv Docmet .
(e) The exectin and dever of the Opve Documents by Seller and th perforanc by it ofit obligtins theun, including, without limtan, the coveyae of the Intert an the acnc of
the Purc Pri in exchage therefor, have ben duly autri by aH nesary corpe act of
Seler and do not violate or conlic with (i) any pris of Seller's Certicte of Incrpti or By-lws,
or (ii) an law or any orr, wr inunction. decre, rule or reula of any cour adminitrive agenc or
any oter goermental authori.
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(t) The Operativ Doum to be execed an defive by Seler consti th va and
binding obrigio of Seller enrceae in accrdan with thir reive tem, subec ho. to (I)laws of general applition afecng creit' rits and (ií) jud dision, to whic eqtae reedes
are subjec.
(g) Sellr is no subj to an reicion (whih has no ben compled wi) or agreen wh,
wi or wiou the givng of notice. the passage of ti. or bo, prohibit or woud be vied by, or be inooet with, th execion deivery an consummatio of th Opratie Domets and trthein rerr to.
Ch) The Aircraft ha been (i) eir mantined in acor wi the proviio d Fe Avia
Reulat ("FARj § 91.405 or main in acoo wi th prision of FAR § 91.1411, an (10either inspeed witin the twel (12) mo perod preeding th date he In accrdan wi the
proisio of FAR § 91.40 excet to the ex th Airc is le than tw (12) mohs ol and all
applicabl requiremen for mainnanc and inspeion thereunder have ben complie wi, or in
in accordanc wi the provisi of FAR § 91.1109, or the Ai Is maintin und a co
airwrthines mainenae pram as pred in FAR, § 91.1411. Seller acknle th Bu will reexclusively upo this repreentation in makig a similr rereentio under th Mar DryLs Airc
Exhange Agrent date of even da heewl.
(i) sener rent th to tie on 1h Airc and its engin is the number of hours lied onthe SCheule.
0) Selle ha no emlo, eng or otherw dea wi any broker Or agen In connnwi this Agreeent
(k) EXCEP AS SPECIFICALLY SET FORTH IN THIS SECTIO 2.1 OR IN THE BILL OF SAlTHERE ARE NO WARRANTS OR REPRESENTATIONS OF AN KIND OR NATURE, EXPRES OR
IMPLIED, CONCERNING THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT. OR THE
AIRCRAFT. rrs CONDmON, ITS FITNES FOR A PARICULA PURPOSE. IT AIRWORTHINESS,
IT DESIGN, rrs OPERATION. IT MERCNTABILITY OR WITH RESPECT TO PATE
INFRINGEMENT OR THE LIKE. SELLER SHAL, IN NO EVEN. BE LIE TO BUYR FO AN
INDIRECT. SPECIA OR COSEQUENTIAL DAMAGES CAUSED. DIRECTY OR INDIRECTY, BY THE
AIRCRAFT OR ANY INADEQUACY THEREOF FOR ANY PURPE, OR ANY DEFICIENCY THREIN,
OR THE USE OR MAINTENANCE THEREOF, OR ANY REPAIRS, SERVICING OR ADSTMENTS
THERETO.
2.2 Reresentas an Wanntl of th Buyer. The Buyer reresent and wa to. and
agre with, the SeHr as follo:
(a) Buyer, if a corprati is dul and varid organiz an ex in goo stin under thlaws of th st of its incrpti.
(b) Buy, if a limited liabilit compa, is du and vaid organize and exis in go stuner the la of the stte of its foratn;
(c) Bur ha the po and th autri to entr into the Opra Docume to be execand delivere by Buyer, an to carr out the trns cotempled theeunr.
(d) The exeuton an delry of th OpraiVe Documets by Buye, an the peormnc of it
obgations thereunder have been duly authoed by all necssry acon of Buyer an do no vi or
coflic wih (I) any prision of Buyr' Cericate of Incorati or By-Laws. if Buyer is a co. Gi)
any provio of Buyets Certat of Formion or Operating Ageem if Buye Is 8 timitd rialí1
company, or (iIQ any law or any ordr, wrIt. injuncn, decre, rule or regulati of any cort administrtiv
agenc or an other goverment auri. There is no action, suit or proceeg pending or thenaganst Buyer bef any court, adminiratie agnc or othe gornental autnty whh brng int
quesion the validit of, or might in any wa impair, th executon. deivør or performnc by Buyer of any
Oprative Documen.
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(8) Th Operatie Do to be execued and delivered by Bu consute the va an
biin oblig of Buyer enon: in acane wi th ree term, su howeve, to (i)
la of genel applicati afec creditors' ri and (Ii) judil diti. to whh equitable remedies
are subjec
(f) Buy Is not subjec to an ree or agree which wi or wi th giv of noic,th paage of tie, or boh, prohib or wod be vilated by, the exec delive an consmati of
the Oprative Doumen and th traecns threin refrr to oter than l'eeons and agrent as
to which It ha obtIned the necery conts for su execti deli and consmmatin by Buy.
(g) Buyer is a cin of 1l United State (as de in 49 U.S.C. § 4001, at S9, as amended)and conats and agre tht it will reain suc for so lo as It rein th Interes and furter covenan
an agrees tht th Airft wil be reisred in the United Stes througut the tem of ths Ag.
(h) Buyer has not em engaged or otrwe de wit a brer or agnt in conen wihth Agrent
(ij Bu hli"by specally ackledg, for the beneit of Sellr, tha neir Selle no any
empye or agan of (or cons 10) Selr ha ma any repreon or waty to Buy as to (i) thefuture sale value or rent vaue of th Aircra or th Interes or (i) any ta coneqenc to Buyer of it
partcipn in an transon coempled by this Agreeme or oterwise related in any way to thAircraft, the Inre or th puas sale, maage, use or fiancg theo.
3. Indemnif
Each of Seer an Buye willnd the other an prtec, deen and hod it hamles fro and
ag any and all los. co daage, Inwy or exse, incng, witho limio, rena attrnysfee. whereoeve an hows ariing whic th inemniie pa or it stockher, or any of it or
their, c:re, oficrs, age, emloyees, mebers. maner, stckho or pars, may inur byreas of any brh by th inmnJ part of any eX It reentati or obig se fort in the
Oprati Doumen. In the evnt any clai for Indemnllc hereunde ares on acunt of a claim or
ae ma or ined by a thir pen agat the nolfg pay, the non-inning part
shal no the Indnifng part pr afer the recip of no by the noindeifng part that such
clam wa mae or tht suc act wa comenc The inemnif part shall be entile to partpain th defene of any such cla or acn by cons of it ow chong. If th indning part shl
particpae in the deense of such claim or ac th same sh' no be sø wihout it pr writenco (which consent sha. not be unraso wiheld) unl th indemning part shal dey or failto corm aft wren reuet the othets ri 10 indicion. Ea of Seller an Buyer alo heindemnifs an shll ho th other ha agins any lo sUSed or reasonale exns incrr by
the other as th dire reult of or aring out of the impoition on th Aircft or the Interet of any Federal orother ta ~en or the forelosre the by virtue of the falure topsy or unerpyment by th indeni
pa of the Fedel or other taes payable by su indening part.
4. Be of Repreenta, Warrie, Et
Se hereby asigns to Buyer (to the exten of Buyefs Intere an to th extent assignale) th
beefit of aD warrnties. represntns, covenants and indemniti ma to Selle by, or whic Ser is
ened to enforc agin th mafactrer of the Aircraft
50 Conditns Precedent to Cloing
(a) Seler's obgatios to sell the Interes to Buye sha be subjec to th perfnc by Buyer ofall of it agreement herun to be perfored on or prr to the Cling Date (as deined heren) inclng
the obligation of Buyr to make the paymts set fort in seion 1.2 here.
(b) Buyer's obations to purcha the Interes from Seller shal be subjec to the performane bySeile of all of it agreeent heunder to be perfrmed on or prior to th Clin Da (as defied herei)
and to the satiacn of the folowng coditions:
(1) Executin and delve by Selle to Bur of the Bil of Sae;
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(2) Arrgemets saacry to Buyer shall have ben mad wi repe to th regisraon of
Buyer's Interes wih the FAA;
(3) Seller shd pr Bur wi evidence of Seer's tie to th Aircraft to the exten of the
Intere sub only to the right of 1h Aditnal Intre Owrs;
(4) Netet Avia Inc., a Delaware cooration and corpra afte of Ser ("JA'), sha
have agred to manage th Airaft on behalf of Buyer and th Adnal Intere Own pursuato th te ot a Frali Ownershi Prom Managemen Serv Agr tyy used by
NJA (the "Management Agreen, a copy of such agrement Buyr acnoedes ha ben
previously delivere to and revew by Bir; an,
(5) Netet Service, Inc. a Delawa cooration and corrae afte of Seler ("Serv.),shl have agreed to adinier a dr leae ai exhange MTge among Buyr, th
Aditna Interest Ownl' and cein ow of other aircra pui to th te of th Ma
DryLee Aircraft Exnge Agrement (the 'Exchng Agre'), a CO of suc agrJ*en
Buyer acknóledes has been preusy delvere to and reewe by Buye.
(c) Buyer agre th at such ti as seier and NJ muly agree that the Airaft Isoperanal, in go workng orr and re to use, Buyr wi execute and deiver to Seller an NJ anAirc Aceptan Form, Fraio Owrsip Owners Agr, Ma Dr-Lease Aift Ex
Agreent and Manaemnt Agrment in th fo previously delivered to and revi by Buyr, whic
shaI be da th date of such mutul agrement. Bur hereby spciUyappont NJA as Buyr's agent
to accpt defivery of the Aircra Buye agrees no to unreasonbl wi or dely acepnc of th
Airra Bur heby agre to execute an delir the Aircra Acnce For wiin fl (5) days from
th date of such mutal agrmen, and furthe agre to indemy an hold Sele ha fro anaga any an all clms, eha. co or exes arsing ou of or f9ng to Bus faiure to soexe an delivr such Airc Actanc Form. The tra corlplated heeunder shll bedee to comence, and the Manant Agrement, Owers Agreent Masr Oryease Airc
Excge Agrmen and oter Oprative Docmen shal be dat as of th cling da spie on
th Aircraft Acptanc Form (1 .CIing Date").
6. Rerchase by Selle
(8) SeUer hereby ackri an agres th in the event of a ma deau by Selr, NJA orSeres in th peance of any of it obligati under th Oprativ Do or up any br ofany marial rereio or waes ma by Selr hereder whic deflt shll coue uncre
for ten (10) days afer recip of writn noti or in th evt Buye termnaes th Manageen Agrefor any of the event spciied In Se 15 of th Managemen Agret whic enes Bur to
terminate the Management Ageemeri thn upon wr notic, and pr no ma deault by Bur
ha ocurred an Is connuing uncure under any of th Operaive Docume, Bur sha have the rihtand the option to cause Seller to rerce Buyr's Inter in th A1rcft for th the Fair Ma Valu of
the Aircra (deteimined by mut agrment of Buyr and Seller, or ab suc agreem by an
indepent appraiser mutu agreed up. by the parts, or, absen such agreent by a mari of
th (3) indepent apprais, on (1) seleced bytte Buyer, one (1) seleced by th Sell, and th thrd
selec by th oter tw (2)) muhipfie by the percent equlle of th Int, utling thas, in calclating su rerc pr, that the Airc is in the co reir to bemantained undr th Mangemen Agemt, the engin on the Airaft are mid-life (p Ho Sec
inspe) and utilizin 'te acual number of hors on the airframe, and wi regrd to or conlderan
of any mantenanc reervs establishe by NJA under the Managemnt Agreent Seller shan be ent
to deuc fro the amunt paable as th reprce prce all unpaid sum due under th Ope
Doument. which sums if any, shall be retine to Seie if due Seller or remitd to the pay to whom suc
sums are owing pursan to the Opeate Docment, an in the event th rerchas pr is insufien
to deuct threfrom all such sums due and owing, then Buyer shall rema liabl to Seller for the paym of
such sums to the extent of the deficiency. In the evnt Buyer noties Seller of it desire to ca se to
repurce Buyer's Interest in the Aircraft as _ herein described, SeDer shal have niety (90) days afr
receip of suc noce to cause such repurcha to ocr and Buer agre tha upon any such repurchae
Buyer wiD trasfer to Seler god and marketable tite to the Interest free and clea of any an all lîens or
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encumbranc caused by Buyer ot thn mecnics liens to be dischared in the orinar cours ofbus.
(b) Sell heeb acknes and agrees th Buyer shaD have th right and opn, upon wrnoice and provided no materi default by Bu ha ocrre an is cotinuin und any of the Opeve
Docume to caus Sellr to repurc Buyer's Inte in the Aira at any time afer twent-four (24)
month fr th dae hereo for th th Fai Maret Value of the Air (derm by mutual agreemen
of Buyr and Seier, or absent suc agreemnt by an indepndnt apiaiser mutuaRy agr upo by 1h
part or, abent such agreem by a maor of the indepnd aprs. on (1) seled by thBuye, on (1) sel by the Seer, and th third selected by th ot tw (2)) multipli by th
percntge equivale of th Inter ne of a seen percnt (7%) broer commisio to be reerv bySeUr, utilzi the assumpln, in calculng suc repurchas pri, that th Aircra Is In th condn
required to be mane undr the Mangemnt Agrent th enne on th Airc are midife (p
Hot Secion inspens) and utlng the actua numbr of hour on th airra an wit re to or
coidraio of any maintenan re esed by NJA uner th Manage Agreemen Ser
shan be enited to deuc from th amun payale as th repurhase prce all unp su due under th
Operive Documes, whh sum If an, shl be reined to Seller if due Seler or reit to the pa to
. who such sums are owng pursnt to the Operatie Doument, and, In the event 1he reprc pri is
inffient to deuc theefrom II such sum due an owg, thn Bur shall remain lie to Selle for the
payment of su $Urn to the ext of th deficiency. In th eve Buye notes Seller of it desire to caus
Seller to reuras Buyr's Intst in the Aircra as hein descried, Seler shal have nine (90) daysafter reeip of suh noti 10 case such rerchase to ocur and Buyr agres th up an such
repure Bu wiD transfer to Seler good an markete tit to the Intere fre an cl of any and aJ
liens or enmbrace caused by Buyer otr th rn lins to be äischargec in th otar coof bu
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(e) Buyr hereby acknowledge and agre that Sel shal have th riht and opn, In addito any other remdies Seier may be entle to, up a maerl defaul by Buyer under any of th Opiv
Documents which result in th tennintin of th Manen Agrent by NJA or expiti of th
Manaemnt Agreem in acconc wih it te, to reurc Bur's Inter in th Airaf for ththn Fair Ma Val of the Aircni (deerined by mutal agre of Bu and Se, or, ab su
agreemen, by an indepnden apraisr mutally agre up by th partes, or abt such agee,
by a mari of th (3) indeent apers, one (1) seeced by Buye, one (1) sele by Seier andthe third sele by the otr tw (2)) multlie by the peentage equiv of the Intere in ea canet of a seen perc (7) brerae coission to be reerv by Selle (exce if suh term is as
a relt of a matri deult by Selle or NJA In the psnormance of their sutanti oblions uner the
Opra Documnt), utilizing the assumpn, in calcg su repurc pri, tha the Airc is In
th condion reuired to be mainine under th Mangement Agre. the enines on th Aift ar
mid-e (pre Ho Secio Inspens) an utzing the acua number of hours on the airme and wi
regar to or considertion of an matenanc reser esblishe by NJA und the Mangeme
Agreemen ser shl be entitl to deduct frm the amount paable as the reurcha pri aJ unpid
sums due under the Oprati Document. whic surn if any, sha be reined by Seler If due Sel or
remi to the part to whom suc sums are ow puruant to the Oprae Docum, and, in the ev
th repurcha pri is insuffic to dedct therrom al such $Urn du and owing, then Buyer shal
røn lile to Seller for th paymnt of su sums to the exten of th deienc. In the evet Søler
noies Buyr of it desir to reurcha Buyes Inte in the Airraft as heIn derh, Selle shall
have ninety (90) days after rept of such noti by Buyr to cause suc rerc to oc and Buyer
agree tht upon any such repuice Buyer shaU trnsfer to Seller goo and marktable tit to the Interfre an cl of any and all liens or enmbnc caed by Bu otr than mecics lins to be
dischrg in the ordary course of buines
(d) Notwithsandng the foregoing, in the event sener reurcha Bur' Intrest in th Airra,
suc repurchase by Seller shaD not be deeed a waiver of NJA's. Seller's or Bus ri to pursue all
remed at law and in equity to which it may oterwe be entited aganst the other partyOes) for any
defult under the Operive Doument, each acknoledgin that it shall rein th riht to pro agast
the other party(les) after the repurc for any such defailt.
(a) If Seller prvides noic th reisration of a sal is permisible) Sell may. in it so
discren, reuire as a codition prent 10 tt cloing of the repurcha conempled by this Se 6 i :1
and the payment of the repurcase price fro Seier to Buyer, the registraion of a sa. or a prospee
6
sal, as applable, in the Interntio Regis, reecng the sale of the Interest in the Aircra fro Buy
to seer. ln connecn wit such regisn, bot Buye and Seler shaH (I) bear th ow costs and fees,
and (ö) ac with reasonable diigence to complet such registr in th Intetil Rery prr to or
conemporasl wi the closing of such repurohae.
7. Trarait of Alrd
Bur shall not, for so lo as the Airraf is being oprated utr th tenn of th Manageent
Agreemen and the Excange Agreemen sell or otrwe trfer Buyers Intst in th Aircra to anyothe person, fi or enit (the "N Purcser), ot thn an affiate of Bur or puant to Seion 22of th Maagement Agrent or to a Ba as secur as set for In Seio 1 of th Ow Agre
All of the abov reir prir wrien cosent (except for th chang in contro Dr affia tr as proed
in Secton 22 of the Management Agrement) of Sener and NJA, wh consent sha no be unrenab
co, deye or withheld, provied tha such New Puraser CO mets Se an NJA's crcrieri or Buy agee to gurant such New Purchaers obligaions unde th Optie Dome an
(fi) asum th obliti of Buyer under the Operative Doumen. In th ev th sale or trnsf is toan enit which is no an afiate of Buye. then Buyr shalf pay to Seller a transer fee of $10,00 plancliary adminirative costinClng poitonin th Aircra ("ra Fee") to acch su sa or
trnsfer.
8. Siie of Addital Int...
Seller hery spiflly reerv th riht to sen adional inre of at le six an onuar
percnt (6.25%) each in th Airra for the reinng unsld porn of the Aircaf to such pe, finns orenties as SeDer. in its sole discreon. de accepta pro that suc Add Intrest Ow
execute a magemen agreemen subsntly simlar to the Management Agrem às well as exec
th Ownrs Agreemet and Exchange Agreent an Buyr sha have no righ to objec to any suc sale
by Selle. Upon any such sale by SeHe to Aditl Inter Owne a tenain-como shall ar
am Bu and such Addlt Intet Owers.
9. Opn..
9.1 Train. Seller heby confirm to Buyer that Buyr shan have th opn to tra thIntere for an Intrest in anoher airc ty of eq or greater vaue an interest siz ofere witin th
NetJ~ prram. Th trade value proide for th Interes wiD be not Ie than the far Mark Value (as
deenrne puruant to Secion 6 hereo, hower, th seve percen (7%) brokera coisn sh no
apy. Upon tre-in, Buyer shall tranfer to Seler go an market ti to th Intre fre and clear of
any an allins or enmbrnces caus by Bur other th mecha li to be dihaed in the
ornary cors of buiness.
9.2 Transfe Furthe to Buyer's right to transer the Intert purs to Secion 7 he an
Seon 22 of the Management Agreeme, in the event of suc trnsfer, Sel he conrm th the
seven per (7) commission deile in Sen 6 hef shl no aply.
9.3 Registratr unde Cape Tow Cove. If SeBer pr noic th regis of a
sae is pennsse, Seller may, in it so disretion, reuire as a conditn preceden to the cloing of any
suc tr fro Buye to Selle, as cotemplated by ths sect 9, the registrn of a sae, Dr a
prospee sale for the tr-in, as applicle. in the Interntial Reis, refecing th sale of the Inte
in the AIraft fr Buyr to SeUer. In conecon wi such regstraion, bo Buyer and Ser shal (î beartheir own costs and fes, and (ñ) ac wi reaonble dRlgence to coplete suc retion In the
IntemaUonal Regist prior to or contmporasly wih th closg of suc tradein.
10. Mislaneous
10.1 Survaf. The representtions an warrntie made herein shall surv the executn and
deUvery of thi Agreent and the conummaion of th trsactions decri herein.
10.2 Sussors and Assis. The ri and oblgations of the par heunder shall inre to
th bene of, an be binding and enforceae upon, the respecte sucesso, asgns and permited
tranerees of ei part.
7
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10.3 Nots. Any notice, reqes or otr comunicaon to either part by th oter herender
shl be givn in writing and shaR be deme given on th eai1ier of th date th sa is (I) personlydeliv wi receip ackledged, (ii) telecopied at ti of trsmission by elecro facsmil
trnsmision equipment, whic equipmen shall furnsh wrien confrmtion of succsful and comped
trisio of aU pages witho erro in trami or (iiij th next business day afer deliveed to a
reputable overnht courir for whih It is intend at 1he address as se for at th he of this Agreent
and on the siature pae, to wi a coy to any addreee as may be designa by a pa bynot hereundr. The place to wh noices or coie of notic are to be gien to eiter part may be
chge fro time to time by such pa by wrien noti to th other part.
10.4 Govemfn La and Jursdtion. This Agent an the other Op .Ooumøn
coit the en understa among the partes and thre are no reprenti or warrnt.co, covena or agrements other th as se fo exrey hereln an in th Operave
Docen, and any chng or moieans hereo must be In wrg an sine by auri
representti of boh partie. This Agreement sha. be governed by an interpret in acane wi
th laws of the State of Oh. wi r'Pard to such state's or any other st's cho of law plOYiione.
Any acon or other lel proceeding of any. ki, leg or equitble, baed upon or in any way relaed to
the sujet maer of this Agr&ent, including bu no limit to th sa, operatin, maintenance,
mangement, inpeion, servicig or occupacy of th Airraft sha be brought exclusivel in an
appropriate cort of competen juridicon locted in FrankØn Cont, Ohio (if the acn is brought in
state court) or In the United Stte Dirict Court for the Soutern Distic of Ohi (if the acton is broght
in federal cort). The paie furthe agree tht 8 final judment in any such ac shaD be conclusiv and
ma be enforcd in othe jurisions by suit on th Judgment or In any ot manne pred by law.
10.5 Capts. captions us herein are inerd for reer purp only an sha noaffec the intel1ati or coruct of this Agreme
10.6 Count. This Agrement may be exec in one or more cont ea of whh
shl be deme an original, but ai of whic together sha cout one an th sa agrment.
10.7 Amdm Thi Ageeme may be amended or varied only by docts, in writ, ofeven or subseuent da here, exete by Buye an Seller.
10.8 Furr Ass. Each pa he shl exece and del all such further
insten and dont as may reanaly be requesd by the oth part in ord to fUØ carr ou th
innt an accomplh the purpes of th Opra Douments an th trnsacon reer to thin.
10.9 Forc Iisjure. Neitr Buy nor SeDer shall be lile for an failre or delay in
peiloiance und this Agreement (oter th for delay in th payment of mone du an payalehereunder) to the extent said failure or delays are proxJately caused by causes bend tht par's
reasonable oont and occurring witt its fault or negligenc. prided th, as a codlon to the claim
that a part is not liable, the part exriencing the dicult shan give the other promp wrtten noice,
with full detail following the ocrrnc of the caus reed upon.
10.10 ca Tow Conveti. If, in the sqle dermination of the Seller, the registratin of an
interests in th Airraf In th Internal Registr by Buyer ha cred a clou or enumbnc on the
tite to the Aircr Buyr shan be obigated to, at it ow cost and expens, (i exece a subordinatn
agreeme prded by Seller, whi sets forth Buyer's Interest in th Aircft (and disclams an other
intere In the Aircra) and (ii) takes all actions necessary to initiae or complte the registion of such
subordnation agrement in the Intrntional Reglstiy.
10.11 Severbiit. In the ev th any one or more of the prio of this Agreement shlt for
any reaon be held to be invalid, iUegal or unenoreabl, the remainin prns of th Agrent shal
be unimpd an the invalid, illegal or unenforceable provision shH be replaced by a mually acctae
provision, whic, being valid, legal an enforcable, coes cloes to the intentn of th par undrlying
the invalid, illegl or unefoceale prviio.
10.12 Liabilit IN NO EVENT SHALL EITHER BUYER OR SELLER HAVE ANY OBLIGATION
OR LIABILIY WHTSOEVR TO THE OTHER, WHETHER ARISING IN CONTRACT (INCLUDING
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WARRNT. TORT (WHETHER OR NOT ARISING FROM THE NEGLIGeNC OF THE OTHER
PARTY), STRCT LIAILI OR OTHERISE, FOR LOSS OF USE, DIMINUAnoN IN VALUE
FOLLOWING LOSS, LOSS OF REVENUE OR PROFIT OR FOR ANY OTHE INDIRCT,
INCIDENTAL, CONSEQUENTIL, SPECIAL, EXEMPLAY, PUNrrlV, OR SIMILR DAMAGES WI
RESPECT TO, RELATE OR ARISING OUT OF OR UNDER THIS AGREEMENT OR THE
OPERTIVE DOUMENTS OR THE PERFORMANCE OF THIS AGREEMENT.
(REMAINDER OF PAGE INTENTIONY LEF BLK)
9
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IN WITNESS WHEREOF, the partes here have execute this Agemen on th day and ye setfo belo oppoe th sinatres.
BUYR:
Signature:
Nae:
Iowa
Tä~: SePior Vice President
Addres: 666 Grad Avenue, PO Box 65. De Moines, Iow 503-07
SELLR: S SALES, INC~, a Delaare corpti
Na
Tit:
Adre:
Davi S. Bech
Seni Vic Pres
4111 Bndeway Avenue. Coum, Ohi 4319-188
10
3/15/07
(dae)
cotin
SCHEDULE
Decrpton of Equipment and Intere
A '12.5% uncided intere in the fol aircra togeter wit all engines. appurtenanc,appliances. parts, ins, acc, fumishings and otr equipent of whatever nat
incorprated in or contained in or attched to th same:
Aircra
Engln..:
M.nuf... Serial No.:
enine Seril No
FAA Regisb'tl No.:
Totl Time on Aircl8ft:
Total Time on Enes:
PURCHAE PRE:
ANTICIPATED OELERY DATE:
Cena 56XLS (Citin XL)
Pratt & Whi Cada. inc. PW545B
5656n
Løf PCE-00036
RJ PC-DD08
N86ias
90.6 HOURS
Lef 90.6 HOURS
90.6 HOURRiht
$1,43,190 if derivred by June SO, 207. Th purchae prf tor
airaft delivere afr Jun 30, 207 will be esc toth Netet Sal Inc pubed pri for such a1r
Marc 13, 2007
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EXHIBITB
Fractional Ownership Owners Agreement
NETJE
Sym 121
crrAnONXLS
FRCTIONAL OWNERSHIP OWNERS AGREEMENT
THS FRCTIONAL OWERSHIP OWNRS AGREMENT (this "Agreement) is mad and
enerd ino by an among the undrsignec indivuals an corptl, partneps, trusts, Hmiedlibili companie or other such enitle whse signatu and seals apea on th signature pes)
affIX here (hereinafter coecvely referr to as the "Own" and individuUy as an "O) as of th
date set fort beside eac of the signare
WIESSETH:
WHREAS, each of th Owrs ha a need for th exclusiv us of a corpe airc, bu does
no reir the us of such aircraft on a ful tie bais: an
WHREA, ea of the Owners owns an undivided intet equato th pege set for betheir reive signaure (the .Inter") In that certin Cena 56XL ("Cittion XLAircraft") airc
beari maacurer Serial No. 56S6n and Fedl Aviion Administrti Regstra No. N661QS,
equipd wih two Pratt & Whiey Canada, Inc. PW545B enines (the airframe and engins tor
hereinr caned th .Air,; an
WHRE, each Owner wishes to parte In the NetJet Fractnal Owip Proram (th
"Nelebl Proram': and
WHERS, ea Ownewlhe to engage Net Aviti, In., a Deaware corptin ("NAi,
to prde fract owrship progra manaemen serv to Ownr an to ac as th program
mar for the Net Progra to ensure the operaon and maintenae of the Air und the teof th agreement subs in the form preusly delre to and reviwed by Owner as the Fnietl
Ownershi Progr Management Servce Agremen (th "Managem Agremen); an
WHEREAS, Owners are desirs of eslishin a scdule of use of the Aira to pride ea
Owner wi suficie use therf am establisin amon themlv certin terms rerdng the use an
opion of th Aircra by, and for the be of, Ow; and
WHEREA, eac Ow may deire, from time to h, to use other air owed by oter
person, firms or entie in th evnt th Airra Is no availle at ce ti, and therefor Owers are
deiro of enenng the Aircra Into the Master Oryas Aircra Exhan Agremen that is pa of the
Nelet Program, as th agre was prouly delred to and revwe by Ownr, whic proid tor
th use by Ower of other aircraf and the use by oters of th Aircra (th "Exnge Agreeme.
NOW, THERFORE, in consiration of th mu covena contined herei and ot go
and valuable consn, the paes heto her agre as follows:
1. Ea Ower agr tht it shal execute and delive the Managem Agreemen Owne
heeby acknge tht as a reult of each Ow enering in a Manageme Agrement, NJA shal
prde fractnal ownership pro maagent serves for the AlrClft an eah Owr agrees for thbenit of eah o1er Own tht it shll mant It Intrest in the Aircra pursan to th Magemen
Agremt wiou deault thrghou th term thereof. Each Ower furtr agre for the benefit of ever
ot Own that it shall not place or sufer to exi any nen or encumbrance upon it Intert or the Airc
throughout the term heref excep for (0 a lea (the "Bnk Lea") beten a renized fiania
inutn (or other source of finncing (collti, the -Bank) and it custmer in for and subste
actabl to NJA and (ii) a lie (the "Bank Li") in favo of the Bak In form and subanc acceple to
NJA which Bank Lien or Bank lease, amng other things (a) is limied to the Intere of such Ow, (b)
recogzes th rights of the ot Owers unde this Agret, inluding without Hmltln, the proision
of Seion 7 here, (c) recognizes the right of NJA uner th Managent Agreemen an its corporate
affHie, NetJ Servic, Inc. ("Services-) unr the Exchange Ageemnt, (d) contin the agrement of
the Bank notwithsandin the ocurrnce of an event of default under the Ban lien or 8ank leae, to aHow
the Aircraft to continue to be opered unde the Magemen Agreement and the Exchang Agremen, (e)
contas the agreeent of the Bank that it wll, up the request of NJA, and In the soe disretion of NJA,
make suc registrati In th Intertional Regisry, as defin bel, to claify that the Bank Uen or Ban
Leas is limited, as set forth in subection (a) through (d) above, and (1) contins the agreeme of the Bank
to file all appropriate releases wit th FAA and to regisr aU apate discrg in the Inional
Reistr prompty upon the exiran or canceltion of the Bank Leas or the receipt of paymen of aU ofth indebtedness, liabilities an otr obligans secred by the Bak Lie
2. Eah Owne hereby acknowledge tht, in ord to provid each Owne wi sUficent use of
the Aircra, no Owner shall be entited 10 utili tli Aircft in exce of such Owner's availle fligh hors
(detennned by multiplying such Owrs Intrest by 80 hours and heina reerr to as suc Owner's"Flight Hours") during any giv ye (wit rect to eac Ower. comening wi th dae such Own
extes this Agremet) excep to the exent permed by the Federal Aviation Regul ("FAA") and
the Manageme Agremen. Each Owner furter acknowedge tht in th even any Owr fails to ulUze
it Flght Hours dunng any yer hereundr. such Owner will be deem to have waied li ri to suchours there except as proided in th Maemnt Agreemen Ow hereby agre th the te of
the Manement Agrent shall govm the hourly usage of the AIr by Ower, th ea ha re th
Magemen Agrement. is faiBr wit sam. an has no objecns to th ter theo an tht to th
extent the terms thre may exd upon or conf wih the ter èontaine heein, th term co
in the Management Agreemnt shaH gom. Ea Owner herey fur agres th th Air shH be
used an opra on beha of it preminantly in th Coinntl Unte St.
3. Owners hereby agree that thy will partipate In th Netet Prom and entr th Airraft inoth Netet Progrm dry-leas aircra exchae arrngemen by execting the Exhan Agreent for
th purp of providi each Ow wit an aircraft as and when ned In the ev the Aircra is
acually beng utiized by aner Owner, is beg mained, is bein utilized by NJA pwnt to th te
of the Management Agrement or is being utilzed by ano particnt pursuant to the tes of the
Exange Agrement oris unvailaeforanyothereandOwner he ag to ke1hAlras pa of the NetJet Progr thou th term he.
4. Eac Ow her ag to desigte pilots fro the pilo apov by NJ, as mo fulydescribe in Sectio 4 of the Management Agreen
5. Owners hereby acnoge and agre th as a relt of ea Owr owning en unded
Interest in the Airft and ea Owner being severaUy lia tor the applicble manageen fee payae
pursua to eah Owners Management Agr, each Owr is reyig up th o1er Ow to
perf each an every obligaion of an Owne uner th Manamen Agre the Ex
Agreemen and this Agrement and the Owner heeby agree th in th even any Owner mari
deault or fails to perform or 1hro it act or omiion caes a materil deault un any of said
agreemens, such Ower shY forfei all of Is right to th use of th Airraft or anhe air unde any of
sa agrment untl such fare or default ha been cure. Owers ackle th as speical se
fort in the Manageme Agreem. in th even of a faOure to perform or deul and a foeiure of righ to
the use of the Airft as a result threo, any such defulted Owner shall be attbued wih a per mo use
during su peiod of time th su faure or deflt rens unure up to th Allo HoIS pe mo
whic Owne is entitled to hereundr (I.e.. such Ower' annual Allott HoUI di by 12) an th
notandlng th cure by such Ownr of any such falure or deault such Owr shall have threfter lost
it riht to such Alloted Hour pe month allo and charged againt It during th peri of suc fare or
default In addition, ea Ower hey acnoled that it has grantd to Net Sa. Inc., the rihtpursUBnt to the tes of it repec fractional inere purc agre (th "Purohas Ag")wi Netet sales, Inc., to repurc Ows Inter In the Ai upn th tetion (inc
teinati becuse of Owrs default) or expation of the Magem Agrem in ord to insre th
contnue operation of th Netet Prora, inuding the proisions of th Exhange Agen
6. Owers hereby acknodge and agre that each Intes shall rent an unded Inter
in th Aircft, shall be indivisibl. and sha. be subjec to an of the ten an condit of th Owrs
Agreement the Manageme Agreement an th Exchane Agreent. Each Ow shall be en to it
pro rata share of the deprti gain, los, deduc, crit or an tax benefit with rect to the Aift
and shn be severally liable for all costs and expenses chargeable to suh Owr. undr the Managemnt
Agreement and th Purchase Agreent and incurr witi respec to th Aircra. This Agreemnt shaU
continue In efect wit respec to any Owne for such peri of time as suh Owner cotinues to ow an
Interest in the Airra
7. The reionship of the Owners amog themselve shall be that of tena-in-cmmon of a
chattel (the Aircra). Notwitstanding the forg, each Owner waive whatever right it may have to
2
demand the paon, or sale tor partti, of the Aircraft und any law of the Ste of Ohio. or any ot
juriicon, and hereby agrees th th 80le an adequate me by which an Ower may diest itel of its
Interes In the Aircraft shall be th transfer of a seuri intre to a Bank as set to in Sec 1 of the
owne Agrement and trnsfer of th inter to such purc as Owner shll
locat (in the Bak
or Netet Sale, Inc. pursuan to Secon 6 of the Purcha Agrement). prde, hower, that any such
purc, as a condition to it pu. shaD exece thi Agreemen and the agremen contemplat
here and be subec to th terms th.
8. lt Is not th purpe or intent of this Agrme to cre, and ths Agee shall not be
consider as creting, a joint venture, palnershi, or ot relanship whby any part shall be held
lie for th omissions or comisions of ar oter part. No parnersip, legal pel'on, asti, or jur
enites are inende or hereb creatd by th partes.
9. each Own on it beha repre, warr an coven to th otr ow th
(a) Owne is, and for so log as th Agrent rema in efec wil be, a ci~ of th United
States (as de In 49 U.S.C. § 40101, et seq., as amen (t · Ac));
(b) Owr agrees that It wl do noting to impair the reisratin of th Aircra in the Unitd Stathugh th tenn of th Agree
(c) Owner sha. no utlze th Airc or other aircft suppied pursuant to the Excane
Agrement for any illegal puros or for purp of proing trnsporttion of passeng or cao In ai
come for compnsat or hi expt B$ per und Sød 91.501 and 91.100 of the FAR;
(d) Ow shal no opra th AIra or oUer aira supd pursuant to the Exchan
Agrement unles approriate Inse coverage, as detle in the Maagemen Agremen is in efec
and
(e) Owr agre th. ex for the registraion of a Bame Lie or Bank Le descri in thAgreme it shll not ta any acn to regter, no will it knogl allo the reistin of, Bny Interesin th Aircraft in th interntina re ("Intatial Re) created by the Covent on
Intemati Intere in MobU Equipmnt an the Proocol on Maers Speif to Aircra Ob (th"Cpe Tow Conventioj,uni suc tie as the Interntil Re Is moifie to ace
hallnterests in airra and/or engines (wheren Owr an It seUer shll be ent to reis thsa of th ineres beeen th partie at Ow's exns).
10. This Agremet and the oter Oprati Docme. as dened in pagra 1.3 of th
purce Ageeent. consite the enre underaning among the parties an there are no
rereentons or warranties. condit, covean or agreem ot than as se forh exe&y herenan In the Operve Douments, an any changes or modificti here must be in wrg and si by
authorized representatis of th partes. Th Agreement shaH be goerned by and interpreted In
accorance wih th laws of the Stte of Ohio, wiut rel' to such stte's or any otr state's choice of
law provisio. Any ac or oth lel prong of any kind, legal or eqitable. base upon or in any
way related to th subjec mattr of this Agreemen, incldin but no limited to the sate, operati,
maintenance, management inspen, serving or ocupan of the Aircraft shall be brougt exclusively
in an apppriate court of competen juridicn loted in Frakl Couy, Ohio (if th ac is brogh
in st court) or in th United Stes Distrct Cort for the Southem Distri of Ohio (If th act is
brought in federa court). The parts furtr agree that a final judgmen in any suc actio shall be
conusive and may be enforce in other junsdlcions by suIt on th judgmt or in any other manner
proided by law.
11. Any notie, reue or oter comunicion to any pa by an other herender shall be
made In writg and shall be deemed given. on th earler of the date (i) persnaly delivere wi reip
ackedge, (10 teleced at time of transisio by eleroni facsimle trnsmissio equipent, whh
equipment shaM furnh written confrmation of succfu and coeted trnsmiss of aU paes wihout
error in trnsio or (iii) the next busines day after delivered to a reputable overnight courir at the
address set forth on the signare pages affixed heo, toeter with a coy to any addresee as may be
deignated by a part beneath its resecive signature below or by notic hereunder. The adre of a pary
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to which noces or copi of notic are to be given may be changed frm time to tim by such part by
wrtten noice to the ot partes.
12. If, in the sole detinan of Net Sales, Inc., the registion of intrets in Aircft in th
Internatinal Reg by any Owner or any person or entity claiming an interest In th Aircaft throug
such Owner has creted a cloud or encumbranc on th title to the Aircraft, suh Ower shan beobligated to, at it ow cost and exns, (i) exec and us its reanable eforts to caUSe any person
or entity claiming an interest in th Aircrft thro such Owner to exec a subrdinatn agreement
provided by NetJet Sa, Inc, which se fort ea repec Owner's and reated pen's or entis
interet in the Aircraft (and discaims any other intrest In the Airft) and (iij take and us it reasoable
efort to cause any person or entit claiming an interest in the Aircraft thugh suc Owner to take all
acion necessary to initiate or coplete the registratio of such subordination agrent In the
Interntional Registry.
13. Thi Agrement may be execut in counrprt whh sha~ singly or in the agregae,coe a fuly execed and binin agrmen
. i 4.' in th event tht anyone or mor of the provisions of this Agreement shall for an reaso behel to be inalid, illegal or unenforc, the reing prisons of this Agnt shall be unipaired
an the Invuc illegal or unenorcable proviio shal be replace by a mutaRy accptbl pro.
whi, being valid, legal and enforcble, co clos to the intention of the partes unrlyng th invalid,
illeal or unenforceabl proon.
(REMAINDER OF PAGE lNTE~nONAl Y LEFT BLANK)
4
'Ill, f
IN WITNESS WHEREOF. the partie here have caused thee preen to be excut as of the
day and year set fort below oposite their reClive signature.
Owner.
Signature:
Nae:
Iowa corporaion
3 15/07
(dat)
Tma: SlDior Vice President
Adre: 666 Grand Avee. PO Box 657, Des Mone, Iow 5030-0657
Interet 12.5%
Coes of not to:
Signature:
Name:
Tit:
Addre:
(da)
PI88 pmi or ty
Intert:
Copie of notic to:
Signature:
Nae:
Title:.
Adds:
Interes
(date)
Pleae pi or ty
Co of noties to:
5
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EXHIBITC
Fractional Ownership Program Management Services
Agreement
NEJETS~121
CIATION XLS
FRACTONAL OWNERSHIP PROGRAM MANAGEMEN SERVCES AGREEM
THIS FRACTIONAL OWNERSHIP PROGRA MANGEMENT SERVICES AGRMEN (th
-Agreemer) is made and enter in beee Netet Avia, Inc. ("NJA"). a Delaware corptin
having it princip of and plac of busine at 4111 Brdgewy Avenue. Columbus, Ohio -4219-1882,
and the jndvidual or ent whe signature and address appear bew ("Oer).
WIESSET
WHEA, Owner owns the percge intere set fort on th SCheule her (th "Intert" in
that certn Cesna 56XL aircraft ("Cition XLS Aircra beri 'te manufcturers Sanal Number an
Federa Avi Administion Regisration Numr set fort on the Schedule hereto, eqiped wi tw (2)
Prtt & Whitney Canaa. Inc. PW548 engin as more particularly descri In the applbl Fraio
Interest Purcase Agrement (herenaft calle the ~Aircraft; an
WHEREAS. Owner togr wi such other pa which own the reni undivi ineres in
th Airc (th lIAdditllnteres Owrs.) have agreed pursuant to the terms of a Fractional Owhi
Owrs Agreeme executed amng thm (th "Oer Agreemenl) to parte In the Netts Fral
Owersip Proram (the "NetJets Prora"); and
WHEREAS, Ow togetr wi th Adiol Inter Owner have agr pursan to the
Own "Agmen to engage NJA to proid fractonal ownership proram manaeme servic and to
ac as the progr manager for th NetJet Progr to ensure th oprati and maitence of th
Aircraft to act as the pro manager for the Nelet Progr an to utifiz th Airra for the beneft, an
under the direon, of Ower and th Addit Intere Owrs: and
WHEREA, Owr together wi the Addital Intres Owne have agr pursua to th
Owners Agreemnt to enter a Maser Dryeae AI Exchange Agrement wit ow of ot aircraas part of the Netets Prora (the "Ex Agrmen); an
WHEREA. NJA is deiros of managing th us. mainnance an aU other matters pertning to
the Airraft delivere by Ower and th Aditiol Inter Ow to NJA pursuant here, an acng as
th fraional owership proram manager for the Netet Pro on the temis and condits se fo
heren.
NOW, THEREOR in consideratin of the mutl covnts herein containe and otr goo
and valuable considertion, the parie heret hereby agre as foll:
1. Ower hereby engag NJA. and NJA hereby agre. to manage for the beef of the Owne
the Interes in th Aimr and to proide fractnal ownership prra managmen serv on Ownr's
behalf in conecon wi Ownes partcipaon in the Netet Proam an NJA here acpt poio
of the Aircra in good workng orr and condition fro Owr and from the Additona Inert Own forthe pu set forh hein.
2. NJA hereby agres for th bene and at the dire of Owr th it sh use, mae anmain th Airaf with all due reonabl car and in acrdance wit applicable insu co an
wiin the standard and guidelines estalishe by the Federe Aviti AdminIstration (the "FAA") and sh
comply with all laws, ordinans or reulans relatng to th use, opeon and mainnanc of th
Aircft. NJA shal pemiíl th Airc to be used only as contte by th maacr thereof as
spie In the owners maua and oter technicl maters regarding th Airra provi by thmanre to Own.
3. (a) Thrgh the ter of thi Agreem NJA shll, at it own co an expse. (1) inspe
maintin, servce, repa, overhaul and tes the Aircraft by duly copetent persnnel, in ac with
both th Aircraft manfactures and the FAA's appr maintenance and prevent reair prora
therefor, so as to keep th Aircraft in goo oprating conditon, orinary wear and tear excepted. and in
suc conditn as may be necessa to enable the airworthines certicatio of th Airc to be mainined
in goo standing a1 all times undr 49 U.S.C. §401 01, et seq, as in efect 1rom time to time; (2) as often as
necesary in the reasonale disreion of NJA to th extent requir to keep the Aircra in go comeic
aparanc, repaint the extrior and refurbis the interir of the Aircft (3) maintin all re, lo and
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other materials requird by the FAA to be majntned in res of th Aircra and make the same avail
to Owr or to Owner's designe for the Owne(s or the OWners designe's inpectn or auditing or bo,
as more fully described in paragra 4(t) of this Agreme; (4) act as the proram manager for th Ne
Program, (5) enure tht th Netet6 Program satis the definiions of Federal Aviation Regula
,FAR § 91.1001 and meet the applicable reuireme of FAR Part 91, Subpart K; (6) maintain
mangeent speifios as require by FAR Part 91, Subprt K; (7) ma the Netet Proram and
th Airc in acrdnce wit any magent speclficns issued to NJA; (8) no Owner in wr or
by telephon in advance of Ownrs flight when no aircft is avaIlale tht is pa of th dry-lea aircraft
exchange arngnt such th a non-Netet Progra aircra mut be prided as a sube, an (9)copl wih all laws of each and every juridícon, do an fogn, in which the Airraft may be
operated, inluding all applic FAR, and eah and every other legislave, execu, adminisve or
judicil bo exerising any por or juriicio over the Airc and shan maiin the Aircraf ii proroondit for opon uner suc laws and I1les inud, without liitation, al maufctre!'.
remmended mainnae. NJA als agrees no to operate or lote th AIraft or sufer the Airc to be
operated or lod, In any are.exclded fro coverage by an insuance reuired by the te of this
Agreement NJA further agree to pay for the serves of the Admintraor of the Excha Agreent and
at Owner's dirion bu at NJA'I sol cost and expense kep the Aircraft inure and mainined as
reuire by the tenn of th Exchange Agrement.
(b) Notitndng an of the provision of Sectn 3(a) abov to the contrry, th cost of
colia of an ais Dr oter clreive or regultion isue by the FAA or ot gol
agenc ("Dire' and th co of complyig wi an mandto or reend seic bullet or
Iers, to th exen NJA ha no ben reimburs fo suc co fro the manufurer or oter
apro part, shall be born by Ow and Additioal Inter Owrs on a pr ra ba exce thfor a perio of fi (5) ye fr and after purchae of the Airraft fro th manufacure Owr's liy
uner this Sec shall be liited to its pro rata share of the cost of ooianc wi any Direive that are
generi to general aviation turb powered airraft an no solely applicae to Citn XL Aircra~ NJAagre to use it be efort to see reimbur for suc co from the manre or oter
aproriate pa. Owr ag to pay its shre of such co to NJA protly upon rec of an
apprpriate Invoice threor. In additio to the fogong, in the ev NJA In it reasle judgen
dermines that an upgrade is necesary to improe th saet of th Airra, NJA reser th right to see
rembursement for such co from th Ow and Addilallnter Ower on a pr rat bais; provided
that Owner's pro ra sha of suh cost shaJl no exceed $5.00 per 6.25%.
(e) Throughout the term of th Agreeent NJA shall, at It own co an expnse, wo wi an
proram mana th has bee deterined by th FAA to be an aft_ia of NJA as dene in FAR §
91.1001 (b)(1), so long as NJA an any oter suc progra manager ar reognized by th FAA as affiled
prora manaers, to enure tht any such affliated prom mager comples wit all laws, reulat,and rules applicable to a fractioal ownrship proram maer uner FAR Part 91, SUrt K, and to
Owr's use of an aircraft from the afiliated prgra mas fraonl owership progra.
4. (a) NJA hereby agrees to identif and mae availab to Ow at the inc of th
Agreemen and on Janary 1st of eah year of the term her, certn pits, fro a grop of proesy
quaifed pilo who shn be famHiar wit and licensd to operate the Aircrafl fro whh Owne shan. in it
own disren, designate eight (8) of su pil to operte the Aircraft for Owr, and thre su
deignated pilo1 shall be Owr's pilot of the Aircraft. Th pilot designation shall be In writg and signe
by Owr, which writíng shan be bindng upo Owne. It is hereby acknoge tht Owner Is relyig onNJA's represtations as to eac pilo's quaUfiatios and experienc. In the even Ow fall to designa
eight (8) pilo as pro herein wiin five (5) days after reei of the lis of candidte from NJA. Ow
agrees 1hat NJA shall be entit to deignat such pilots unt such time as Owr shall make the .
designation as provied for herein.
(b) Owne shal be peitted to re any of such pUet by proving wren no to NJA anddesignate new pilot, who shall thereaf be Ownr's pilos of the Aircraft.
(c) Notwndng the foring, the pilo deignated by Owner shaft be subject to (í) avalhy,
(ii) the rules and regulatio promulgated by the FAA. an (ii) stkes and laor disput. In th event a
designated pilot is unavailabl, NJA shaN supply a pilot quafie in accrdance with th terms here who
NJA deems, in it sole discn, to be a suite relacement provded that such pi me the
reqrements of any insurnc policy covering the Aircraft and of the FAA and has no previus bee
remove by Owner pursuant to Secio 4(b) abo.
2
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(d) Owr may at any tie provie it own pilots upn twnty-four (24) OOU1 pri noce to NJA,
provid that such pilot met NJA's suhalily reuireme and ar qualified and lic in acrd
wi the FAA to operate th Airra, and provided further 1h same do not vì th ten and
prviions of any inuranc poic cove th Aircraft
(e) Owr herby dicts NJA and NJA hereby agrees to make all necess taff. flight andlanding arrgemen for fligh oprated by Ower. Owr consnts tha call beteen Owr and NJA's
Owner Services personnel may be monitore or record by NJA for quaUty asranc. Exce as
provid in this Agreemen or the Operaiv Documents as deine in the Frana Intst Purcha
Agreement (th "Purchase Agremenf) of even date here, NJA shall at Owers dire be respsible. for the operating expense relating to the Aircft. incding but not limit to travel. sala and lodng
8Jes for th cre, hagar an tie-ow cots. domest landing fee. reasonabl infl fo anbeve considering the numb of passengers abord and trip duraion, flht plnnin and weather
contract serves; provided, hover, that Owner shal be and remain repoibe for any an ali fedl.stte an locl ta, charg (includng for the avo of doubt user fees, acce fee an simir
chares imposed by any goernmentl authri), impo. dutes and excis taes relating to Ows use
and the managemerr services prvided to Owner by NJA and with re to flight ou the 48
coguos stes of the conetal United States (th .Continen Unit Sttes") fo foreign pe,
comunictin, handli, ovght navigation, and air spe fee, customs, head taes and simBa
asesments relati to the ownersip. operation, maintenanc or the use of 1he Aift by th Owr.
NJA agrees, at Owner' reque, to cordina all ground transorttion reuire by Ow, whic shaD be
at Owner's expnse plus a fiv .pernt (5%) handling fee. Owner shaH, at al reonabl t1ri, hae th
rit to inpect and to audit NJAts re, or to have a designe of Owr inec and audi NJA's re,pertning to the operatioal safet of the proram and thoe recrds required to sho copl wi the
managemet speifcations an all apUcale regula (including, bu not limit to, the maname
speccaions, manuals. lo boks, and all maienanc rerds mantined by NJA) and to vefy NJA's
actal frigt hours in operati th Aircft.
(1) Ow here designates NJA, an NJA he acpt th Ows designaio of NJA, asthe Owner's agent to reiv service of notices pertining to the Netet Progr that the FAA see to
provide to Neet Program owners.
(g) Ower hereby authñzes the FAA to send any noties pertaining to the Netet Pro to
NJA in it capa~ as Owr's agent for such serce.
(h) Owr and NJA eah hereby ackndge the FAA's ñg to coct the Owne dlrec it 1he
FAA Administrar deermin that dire coct is nece. .
0) Owner here acknoedge th Ow ha reviewd and signe the Acnowedgeent ofFractnal Ower's Opetional Corol Reponsilities that is inde wih this Agreem
5. (a) Owner hereby direc an NJA hereby agre to arrnge for an ob at NJA's exnse,
with insurer of regniz reputtin, reposibili and havig at le an A.M. Be raing of an aN' or
beter:
(1) aircra physicl damage inura (excluding war rik coverage and other aUie
pe coverag) as commercUy avaible wit no deuctle wih respe to the Airft
against LO, theft or damge. extnded coverage wi repe to any enin or pa wh
removed fro the Aircft. as deed in the terms an coditions of your airc huH and liab
po. for the fair maJet value of th Airoraf naming NJA, Ower and the Adna InteresOwrs as named insureds, Bank (as defined in the Owners Agreemt). Ow and the
Adltonal Intere Owners shal be nam as loss payees with los payable as their
respeive iner may apper in the even of an acl or construcive total lo.
(2) NJA shall likewi arrange to proure passenger and third pa liait inranc
(excludlng war risk coverage and othr alli perils coverage) as commercly available for th
Aircraf which it operate in an amoun not le than Three Hundred Mllßon Dolars
($300,000,000) combined single rim liabili coverage and shaH cause Ower. NJA, an
Additinal Intere Owers to be nad insures. .
(b) Owner hereby dire and NJA hereby agre to arrnge for an obtain as commercll
available, at Ower's expense, War Risk and Oter Alled Peris Coverage for aircraft physical damge in an
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amunt not less thn the fair maret vae of the aircra, panger liaili in an amont no less than Thre
Hund MUlion DoRars ($300,00,000) combined single timit liabilit covrage an th part liabili in an
amount not les thn Fif MiirlOn Dola ($5,000,00) annual aggrete.
(e) Expt (i) in the ca of gros neligence or wilfl misconduc by NJA or any of It
affilia, emplye or agent, nQ as provided in Secton 20 hereo, or (iiQ if th inure does no pay
an
claim or porton therf due to an ac or omision of NJA or any of It affiliates, emplo or agents, Ow
agre to acep the prods of suc air physicl damage insurance policy or liablity inrance poley,
as applicable, as it sole recour agains NJA fo any Jo or damage susained to the Airc or fo anycl under the lialit insurance poficy so lon as NJA ha ob and mainin airraf physic
damage, riabill, war ñsk, and oter insurance coverage wit repet to the Air in acrde wi thi
Agremen. Wit repe to it (I) an (inì abve, NJA's tiabl to Owr. in any ca, shaU no exc
the limits of th insuranc coerage reqre by this Agrement less any amots pad to Ow for such
ocur by the insura compie. AU suc inurance shal contn a Brch of WarrEndemnt In favor of Bank and an invlidan clau in favo of Owr and th Addna Interes
Ower. In additn, any inurance poicies earred In accrdanc wi th Se 5 covering th Aircra
an an poic taken out in subon or replaement for any suc policie, as appHcabl (i sha be
prry witut any right,of ooib frm an other insurence whi is carr by or may be lMllaie topro Owner, Ba or any Additnal Intere Owners, (I sha reqire th inurers to wa an nghl of
subrogaion set-o or countercaim again Owr and Bank. (i shl contn severbil proisns, (iv)
shaD provide th an Owner, Ba or any Addiiol Intret Own wil not be li for any insuranc
prium excep OWer an Additonal Intert Owner sh be reible for War Risk premiumspertai to ìt reecve in in the Aira
(d) In no event shall eìer Ower or NJA (its parent affes and the respe employees,ofrs and dir) be li to the otr for an inrect specil or conequent dam inudin loof pro, lo of us, depren 'fllowig lo or punlle da.
(e) Copies of such poic an certictes of Insran shatl be fumihe to th Ownr
propt upo the executn of this Agrem. Suc Insurance shal be maitaind by NJA in full foro and
efec thughot the tenl hereof and th insurer shaH proide Owr thir (30) days advanc no of
canlatin or matenal aleran. provided. howver. Owner not for War Ri and Oter AlHed Per
coverage are as se fort in the terms an condiion of the policy. A sumary of th above coverages and
currnt War Ris and Oter AJl Pen1s anual priu is athe heret as Attchment A.
6. At Owner's direcion, NJA herey agrees that it wi prde asstanc to, and coult with,
OWer in aU maers regaing th Airc inclding but no Hml to:
(a) Administve an aviation supprt serv. inding tho listed in FAR §
91.1001 (b)(8).
(b) Acnce of th deliei of th Aircft sped heei;
(c) FAA and manufacurers corrpondenc an dieces;
(d) Enforcment of warranty clims
(e) Enforcement. rrtlgation and sétlement of insurance maers; and
(f) Part replacen. service and manten amgemem.
7. As compesation for the serves to be pe0nd by NJA hereunder, Ower hereby agrees to
pay to NJA a Monthly Manageme Fee in th amo set foh on th Schedule, payae on th firs day of
each month throllhout the tenT of th Agrement (except if thi Agreement start on any day of th mont,
other than the firs then th fit and last mont's Monthly Management Fee wil be chrged on a pro-rated
bais) and an Ocupied Horly Rate Charge in the amount se fort on the Sched multied by th
number of Passenger OCupie Hors (as defin in Section 10) acly flown by
Ower during the
previous mo wh chrge shal be payae withi ten (10) days af recipt of an Invo therefor. In
th event the Mony Management Fee or Occupied Hourl Ra Chage shal not be prmpy paid whn
due, Owr shall pay all cost of enforcement and collection of such tees including reasonab atomey's
fees and interet fro the date the fee were due at the rate of twelve percnt (12%) per annum (but no in
excess of the maxum rate perited by law). Owner herey acknowleges that the Oced Hourly Rate4
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Chae, Suppment Chrg and the Ferr Charge shan each be adjusted on Janu 1, 2008 an on
Jan 1 of ea follong calndar yer during th term hereo by 1h percnta etng in th
Consumr Price In for al Urban consumers - U.S. ci average, all items (1982-8100) ("Consum
Price Index") during the immediately preeding calendar year (compued from Decmbe 1 to Novemb 30)
and that in addition thre (ij the OCupied Horly Rete Charg will ince by $48 commencg on the
firs day of the thirt-fir (31 st) month from and after th date the Aircft was purchaed fr th
manufacturer to rele the exiraion of certin warranty beefit and (II th OCuped Hourl Ra Chrg
and the Ferr Charge (as defed in Section 10) wil increase or derease as a reult of adjustnt to th
compoent of such chrg whic relate to ful (excluding any federal taes im on fuel that exceed
th rae containe in Intemal Revnue Code secio 4081 (a)(2)(B an (C) to the extent th such taes ar
critale or rendable to NJA) by the am set forh on the Schdule (the "Fuel Vari") for ea $.01
per gallon that NJA's average co for fuel and the administrati of It fuel prgra in any moth is mo orless per gallon thn the Esblisd Average Rate Per Gallon se fort on th SChedul and (ii) the Mo
Management Fee shall be adjusted on January 1, 20 and on ~nuar 1 of each foHowin caendr yer
durig the term hereo by the grer of the perctage chang in the Consumer Pri Index or 3.75%.
Ower shal~ for flight penonn at Ownets reues, be and remain responsibl tor co se fort 8$
Ower expenses in Section 4(e), oter than income taes of NJA. As additIonal comns for th
manen serv to be peifrmed hereunder. Owner herey agrs that NJA shH have 1M ri,
ciûring su periods of time that th Aircft Is no act beng utilizd by Own or by an Acl
Intere Owner or uner the Exchnge Agreent to utilize the Aircra uner NJAts FAA AirTaxilrcia Opeiato Certic to provid charter air trnsprtoon to the pubic an fo recuen
flight trinin for NJA pilts. and NJA shall be enttled to rein for it own accnt any moes acally
eamed by NJ in su us of th Airo
Upon execution of this Agreeent Owr WIL advanc to NJA a sum equ to one mo's
esmated Occpi Hourly Rate charge (i.e., Ocupied Hour Rate Charg x Allott HOU pe yer +12) (the "Operang Fund) to be us by NJA to deiay th cos of maintennc, fuel and mlscus
exnses inrre by NJA for opeti the Aircra and as a reul of invoicng Oc Horly Rate
Ch in ail'. Such amount shaH be reurned to Owne at the expirti of th Agreme afr
payment by Ower of an sums due to NJA
a Owner and NJA herey agre that Owner shaH be entltl to the us of the Aircaft an NJA
agrees to make th Aircra availle, for th number of Passenger Ocpi Hours ea year se forth on
the Schedule (the "Alot Hors") plus all unusd Alloted Hours carrd over fr pr yers (up to
the Annal Availale Hou lited on the Schedule hereto) at no cos other than the Montly Mageme
Fee and the OCupied Hourly Rat Charge multiplie by the number of Passengr Oced Hours acutilzed by Owne. Ownr agrees and acknowleges that, due to It participaon In th Ex
Agreement. Owner ha autd NJA to obain for Owr the use of anth airra pursuant to th
Exchange Agreement in the event the Aircraft is being used by an Aditna Intere Owr, by anor
participa in the Exchang Agemen, is in maintenanc or is otheiwe unavailable for Ows us;
provi, howevr, th NJA shaU use reasonable effort to obtan for Owner the Aircra beor prin
Ower wih any oter Cittion XL or Cittion Excel aircraft availabe under the Exchnge Agrement;
provided furter, however, tht NJA shal not be liae in th event that th Aircraft or an aircrft unde th
Exchange Agrement are unvailble at any given tie; and proided furtr, hor, th in th eve th
Aircraft and all airra undr the Exchae Agreement ar unavalable at any gien time, NJA will anange
at NJA's soe cost an exense to chaer for Ownets use a compble aircraft, incudng amenitie and
confguration, which mayor may na be a Citaion XL or Citatio Excel aircraf Owner agree an
acknowled that for the purp of th Neets prora a Cition XLS and a Cition Excl shl be
equivalnt aircaft an ownr doe no have the right to rejec a Citio Ex aircraft as.a coparabaircraft When a non-Netets Pro aircft is being subitutd for the Air NJA will adv Owr of
that tac and the tact that tha flight will be operated by the chartr opera under th FAR ap to suc
chaner opertio. Any aircra so prvided by NJA shall be deemd an Airc when us by Ower tor the
purpe of ths Agrement an for asessing Monthly Managert Fees and OCpied Horly Rate
Charges Furtherore, in the even Owner reuests the use of an aircra under the Exchage Agrent of
a dieren make or model fro th Aircra,. NJA agre to prvie to Owner th same mangement
servce wi res to Owner's flght on such aircraft as it prvides to Owr with respec to flig on the
Aircraft and in consideration of such additial serv and as adclonal compensati to NJA, Ower
agrees tht with respect to suc fligh, Ownr shall be deeme to have used the numbe of PassengerOcupie Hours equal to actual Passenger Occupied Hours used tor such flight muliplied by the
percntage set fort on the Scheule ne to th tye of aircraft Ower has requested for suc fliht
Notltstandng the foreing, In the event Owner reue and is granted a diferent make or model from
the Airciaft owned and the NetJets Program for the aircraft requeed do not Include reaonale catering,
5
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then all cateri and additional inflgh foo an beverage wîl be at Owner' exens exæ fo stndrd
stock item. Owner agre that it shall provie NJA with a flht scedule as far in advanc as poibl an
in any case Owner shall give NJA the minimum numbr of hors telphonic noic set fort on the SCule
poor to the anpated ftight unle th proosed desnaio or depart point is outide the Coinent
United States or Ower desires to scedule such flight on a "Peak Period Day", in which event Owner shan
give NJA a minimum of fortgh (48) hours telehonic noe. NJA shall be ented to delay or accelerat
reuesed departre times on flight. onglna or terminating in the Mexic Cit of Ca San Lu
(MMSD) or on Peak Perio Days by up to thre (3) hours. Pea Peri Days shan be as publihe from
time to time by NJA and shall not exceed ten (10) days in any calendr ye. In addit, in ord to insure
th availabilit of the Aircraft and pOots to Owner and Additiol Interest Owrs aD reues for flht
originati or terminaing more than 1,00 miles outsid of th Coinentl Unied Sttes shall be subject to
avaDabTit. In addition, Ower agees that it shall proide NJA wi the folwig inrmat for ea
proed flight:
(a) pred dep poin
(b) desinati
(e) da an ti of fl
(d) the num of anicipated page:
(e) the natu an extnt of luggage to be cari;
(f) the dat and time of 8 return ftight, if an an
(g) any other inmion conceming the propoed mght that may be pene or is
reanably reuire by NJA.
In additio to the foregoi, in the event Owner shaM reire use of th Airc in an year othe
than duri the final yer of this Agrent, in exess of th Annual AUo Hours Ower has agreed to
use the Airft for such ye, Owner shall be permited to us the Aircra at the Ocpie Houy Rate
Chrg for up to an addiional numbe of hours in such yea (the "Aditiona Hors") as set fo in th
SCule, and such Additional Hours shal be charged agains Ows ADoted Hours for th folwi yer
dung th term hereo, therey reducing accordingl the Alloed Hours to wh Owr is ened to use th
Aircraft in such subsequent yer. Simllai1y. in the event Own fail to use the Airft in any Qln year for
the fun Allotd Hours to wh it is entied thn Owr shall be entit to us the Alrc is quem ar or ea n e ter here for the amo n s) ("Ca Ovr
urs in addition to Owner's Alloed Hours attiP1e to such subsequent yer or ~. Notwnd
anyhing to the contrary contine herein, ,per's to use of the Aircft (..e., Aliôï Hours plus Carry
Ovr Hours plus Additona Hors) in any yer of th Agreemen shal!. unde no circmstnc. excee th
number of Anual Available Hors šei fort on the Schedul. If Owner sha deire to use the Air Inexces of th lesser of (0 Allottd Hours per year plus Additinal Hours plus Carr Ovr Hours in an given
yer, or (i~ tot Annual Availale HoutS or (ii) Allotted Hors available to Ower dunng th fi (5) ye
term of this Agreement, Owner shall pay In addltbn to the Monthly Managemen Fee th amo per hor
set forth in the Schedule (the .Supplemental Hourly Charge") for each hour of use (as calated pursan to
Sectio 10 hereof) of the Aircr in exces of such "mi. Prov th if at the expir, reducn or
earUr terminion of this Agreement Owner has exceeded the Alloed Hors to which It wa ent pri to
the expiraion or termination of thi Agreement (I.e., Allottd Ho per ye divided by twe (12),
mulplie by the number of month th Agreemen wa in efec). the Ownr shan pay to NJA the
Supplemal Hourly Charge wi reect to ea excess hor of use and reiv a crdit fo all Occpied
Hourly Ra Charges prevsly pad with resec to such excess hors. Furtr proed th, if at th
expiration, reducion or ea terminaton of th Agreement Ownr ha no used all of the Aled Hours to
which it was entitled to prior to th expiration, reductio or terminatin of th Agreement (i.e. Alloted Hors
per year divded by twelve. multiplied by th number of mont thi Agreement wa in efec), the Ower
shall foreit all of the remaing hours or In th case of a reducio, the pr rata share of the hors. In the
event Ownr elects to trade-n th Intere for an interet in anothe airraft of equal or greater size. th
Ower may carr forwrd an unused Allotted Hours based up Owr's pro ra time of owrshi. The
hours carried foird shall be exchanged at th approriate exchage rae pursuan to the exchnge
schedul for the new aircraft, when applicle. and addd to the tol Alloed Hours ov the term of the
new contract. However, Owne may never excee the new contract's Annual Availale Hours per yer
witout additnal cost
6
9. For the purpes of this Agreem -year" shall mean th peri. of time beinni on th
Cloing Date (as defid in the Purchase Agreement betwen Owner and Neets sale, Inc. ("NJSj) and
on the same date for each subsequent year durig th term hereof, and ending at 12: midniht on th day
before the same date of the yer ne foUowng.
10. NJA and Owner agr that the use of the Airraft shaD be deeme 10 comenc at th tim
Owner ta of on th Aircraft and shaH terminae when the Airraft land at the destination airrt. In
additi one tent (1/10) of an ho shal be added to eah take- and each lading to cote NJA
for ta time on tae- an landing. Eac such hour of use of the Aircraft (including suc one te (1110) of
an hour for eah take- an landing). and ronded to the neret onten (1/10) of an hour shal be
defned herein as a .Passenger Ocpied Hour". Notwhsding th foring, Owner agre tht all flgh
segment shall be deemed to be a minimum of on (1) houts dura; excep tha for ea twelve and on
half pel't (12.5%) Inret It ow, Owner shall be entitled to 3 flight segment per yer which shaD not be
subjct to the abe reerence mlnum fligh seent durati and the ab reerenced one (1) hor
minm flight segmen duraon shal not apply to any ffight segmen dunng a calendr day during whic
Owner's use of the Aircra equa at leas four (4) Pasenger OCpid Hors. Owne acowleges and
agrees that on all flight segment originating or terminatng outide the 48 coiguou stes of the
Coinent United Stes. Owner shaD be charg a fany charge In the amount se fo on th SCheule'
per 16ght hour (te RFerr Chrge") reuir to ferr the Airra to or from such orinatio or terminti
point outide the 48 contiguus states of the Conentl United State, to or fro 8$ th cae may be, thneare suiable inerntio airrt wiin the 4B conguous sttes of the Coine Unit Stte. Fen
Charg apie rerdless of wh or no NJA shaD actally ferr the Aircra 10 or fr the ContnentUni Stes, bu suc terr hours shal not be chargd agains Owets A11o Ho. Noithsnd
the foregong, there sha be no Ferr Charge. for (i) flights originatig or terminatng in the Caian ciie
of Toroo (airpor CYV and CYKZ, Windsr (airprt CYOG),Klon (air CYGK), Ot (airp
CYOW), Montrel (airp CYU an CYM an Vanuver (airport CYV); (i flight ongina or
termin in the Bahamian Islan north of 24° north laitde and we of 76° wes lonitude; and (II
flights originating or terminating in the Mexic Cit of Cab San Luca (MMSD) (provided hor th fee
descnbed In Secion 4 (e) of this Agreement shaD be applicble regard of Fer Ch war
described anywhere heren). For flights oriinaing or termtig in Berma, the Ferr Chae shal be
caped at one (1) hour per flight segmnt. In those instances wher an Owers flig itinera bohonginate and terinates in the Conti United Sttes or is deemed to origina an terminat in th
Contnent United Stte, as an altemat to the Owner's paying the FelT Char for such fer flight to
or from th ContInentl Unied Stes, Owner shal be entled to keep the Airc outde th Conneal
United States for a maxmum of five (5) days. In the evnt Owner so elec to keep th Airraft outs th
Connent United Sttes, Owner shal be deemed to have used the Aircraf for the grea of an averae of
three (3) Passeger Occupie Hours per day (inluin day of dert and day of rem) or th numbr of
Pasenger OCupi Hours actuaUy used per day and Owner shl be surharged $3 for eaå night the
flight crew remains outde the Continent United Stes.
There sha be no charge to Ower in the event Ower is late or canc a scheduled flt; ex
that 0) the Aircraft shaD be permitd to leave in the event Owner is mo than one (1) hour late tor 1Ie nigh
and has not notiied NJA tha Owner wil be late and (ii) if NJA ha pre-pitioned an aircraft speiclly fo
such flight, Owr shall remburse NJA for all crew and aircaft repoitning expenses (no to exce th
estimated cos of the cancled tnp) unle it has given NJA 10 hours prio noic for domti trps an 24
hours for intemaal trips of any suc canolation. Th Aircraft may be used at any time dunng any day of
th week and sha be availabe at any airrt suitable tor landing in accordance wit th FAR uner which
the Aircraft is then being operated and for which NJA ca obtn a landing slot and prode th same do
no violate the tenn of applicbl insuranc coage.
11. NJA agrees tht, through th term of ths Agreeme it sh not cause or peit, through
any of it own act or failure to ac any liens, claims or encbranc to att to th Airc or 1Ie
Interet, other th 0) mechanics liens to be dichrged In the orinary cors of business, 01) the right of
an Additiona Interes Owner pursuant to the terms of Owrs Agreement. Owne and NJA acethat Own or NJA shaH opeate the Aircft at all times in accordnc wih applicale FAR.
12. Owner agrees that, throughout the term of thi Agreement It shall not cause or permit, through
any of it own act or faures to act. any liens, claims or encmbraes to attch to the Aircraft or the
Interes, other th (i) mechanics liens to be dischrged In the ordnary cors of busines. (ii) the rihts of
any Additnal Intere Owr (i1Q the Bank Leases or Bank Usns permited in the Owns Agremen
execu by Owner wih respe 10 the Interet and (iv as otherWise contemplated by this Agrement
7
13. Owr acknowledge that NJA shll have no lia for dely or failure to furnish th Airft
and pilots pursuant to this Agrement when such failure is caused by gomment reulti or auhori,
sudden or unexpeced mechancal difficult (provi tht such diicul is not due to NJA's negligen.
brch of this Agreemen or otr failure to comply with applicale FAR), wa, civi coio stries or
laor disputes, weathr coition or ac of God. In the event NJA is more than sixy (60) min la in
fumishig the Airc at any time du to any reason other thn the foreoin, Owne shal be grant
additional fliht tie at no additional co in the monh of Owner's choie duri the tenn hereo equal to th
leng of the delay, up to a maximum of tw (2) hours per ocurrence. Th foregoing sh be Owner's sol
reme for delay or failure to fumish the Aircaft by NJA (except as pride In Sec 15 heeo an NJA
shall no be liale to Ower for any indire, spial or consequental daages ca direly or indirely
by such delay or faUure to furish the Aira. Own and NJA further agree tha wh In th review of Ow, NJA or the pilots of the Aira saet may be compromised, Ower, NJA or the pi may
tanninat. a flht, rese to comen a fliht, or take other actio necesited by suh sa
considerions without liabilit for loss. injry, damge or delay. Owner ca also dic lintio of flight.
prded, ho, that notwhsng the foreing, any pow of Owr to Umlt or tenate a flightshall be confined to the flgh beng made at the direon of Ow as part of Owns use 01 th Alrcl8
under Secn 8 here.
14. Nothstaing th remedies prvi for in Secion 6 of th Purhase Agement, upo the
occurrnce of an Event of Defalt (as hereinafter defned) under this Agreeme whi Is no cured within
thir (30) days, or an event of default unr the Owne Agrme or Exchange Agreent which is no
cured wiin thir (30) days after wren not to Owner, NJA wi" cease al manageme acivie relaed
to the Owr's use of the Aircft. In adition to the foregoing, NJA shaD have all right to bring an ac or
claim against Owner for all sums whh may be due and owig herendr and to pursue all other re
avaBab to it at law or in equit. NJA hereby furter reserv the ri in it sole diset, to not fumlh
the Aircra or any other aircraft hereuer or under th Exchange Agre to Owne duri th thrt (30)
day period provided tor curing the default Ower and NJA herey fuiter acknowledge tht NJS. ha the
right under the Puroe Agre to repurchae Owner' Interest in th event of a default by Owne
hereunder. For pures heref the term "Event of Default" shll mea the ocurr an contuaton of
any of the followng event 01 defau herunder;
(a) The faiure of Ow to pay wh due the Monly Management Fee, OCcupie Horl RaeCharges or Feny Charges set fort In Secon 7 and 10 her or any other chares du heeundr
inluding taxes or simUar asments levie or impose aganst compoent of such fe, as set for In
said Secion 7 wih a ten (10) day period of gra after wrien no of nopaymnt;
(b) The causing or periting by Owner, thugh any of it own acs or fallure to ac, of an lie.
claim or enumbra ("Lien") to attach to or be aserted again the Airc or the Intere other than thoe
permited in the Owners Agreemen executed by Ower with respe to the Inerest or th reisratin of anycurrnt or prospectve Lien. internional interest or saJa (as dened by the Conventon on Internationl
Interests in Mobile Equipmnt and the Prool on Matters Specifc to Airraft Objec (the "Cape Tow
Coventn")) In th interntionl registry (-International Regis) creted pursua to th ca TownContn, witho NJ cons
(0) The maeril brach by Owr of any otr material provsion of this Agreem, whih malbreach shan contnue for thirt (30) days after wien noice to Ower;
(d) If Owr shal:
(1) admit in wri it inabilit to pay, or fail to pay, debt generaUy 8S the bee due;
(2) file a petition in bankruptcy or a petition to take adage of any insoly act or
file an answer admiting or failng to deny the maeril alations of suc petiion;
(3) make an assignment for the befi of it creitrs;
(4) consent to the appointmt of, or possesion by, a custodia for itel or for the
whole or substantia aU of it prpert
(5) on a petiton in bankruptcy fild against it, beadjudicaed or have an ordr forrelief granted as, a bankpt; or,
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(6) file a peitio or answer seeking reoranization or arragement or oter ai or rele
under any bankrupt or insolvncy laws or any oter law for the reli of debto
or file an answer admitin, orJai to deny, th ma allegion of a peitio filed
against l for any such relie.
(e) If a cort of compett juridicion shal enter an ordr, jument or dee appontng, wi
the consent of Ower, a custian for Ownr or the whole or subsntial1 aU of it prort, or appng a
peio flied again It seeking reorgnizati or arrangement of Owner under any bakr or ins
laws or any oter law fo the relie of debtors, and such order, judgment or decree shaD not be vacated or
se aside or stayed wiin si (60) days fr the date of entr th or,
(f) If, undr the provision of any law for the relief of debtrs, an co of cotent juriic or
custan shaH assume custody or cont of Owner or of the whol or any substant par of it pro
wiut the consen of Ower, and suc cuody or contro shan not be temiìnatec or stayed wihin sixt (60)
days frm th date of assump of such cu or cont.
15. For puipses hereo the te ~JA Event of Defaul" shaD men the occurr an
contìnuation of any of the following evnt of defult herender;
(a) The causing or permiting by NJA, through any of It ow ac or failure to ac of any lin. clm
or encumbranc to attach to th Aircraft or the Interet other th as se fort in Seio 11 here;
(b) The causing or permg by NJA, throh any of it ow act or failure to ac. to void thinsrace prvided for hein.
(e) If in any year aircraft in the NetJts Proram are involved in mo than thre (8) acenrepoble to th FAA under it rule and reulatons as an acciden an as a reult of the circmsnc of
the accident the FAA suspends th NJA pilot in coman's comrnrcallise or oterwe detennin th
acid were NJA's falt
(d) NJA is more th tw (2) hors late in furnishing the Airra to Owr on four (4). or moresepara occasion during any ye of the term here under cirmstnc which ent the Ow to fr
additonl flight tim pursuant to Se 13 here.
(e) The materi brech by NJ of any other matenal proviio of this Agreem, which matril
brech shaH contnue for thirt (30) days afr wrin notice to NJA:
(1) If NJ sha:
(1) admi in wring it inabillto pay, orfal to pay, debts generalyas they be due;
(2) file a petition in bankrupt or B peition to take advantge of any insolveny ac or
file an answer admiting or failing to deny th mateal allegations of suc petition;
(3) make an assignt for the benefit of it crediors;
(4) consent to the appointment of, or posio by, a cu for itel or fo thwhole or subsll all of it proper;
(5) on a petit in bankpty filed agast it, be adjudiced, or have an ord forreief granted as a bankrt or,
(6) fHe a pettin or anwer seking rerganition or argement or othe aid or relef
under any bankruptcy or Inslvency laws or any other law for the reli of debto
or fil an answer admiting, or fai to deny, the materia allegati of a peion filed
agans it for any such retiat.
(g) If a con of competent juridicion shall enter an orr, juden or dece appointing, wihout
the consent of NJA. a custodian for NJA or the wh or substially all of it pro, or aproving a
petilion filed against it seeking rerganization or arrngement of NJA undr any bankrupt or ínolvency
9
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laws or any otr law for the reUef 01 debtrs. and such order, judment or deree sh not be vacate or
set ase or stye win sixt (60) days fro the date of ent thre; or,
(h) If, under the provision of any law for the relief of debt1', any cort of comnt juriic orcustodia shal assume cust or con of NJA or of the whole or any substnti pan of It pmpert
without the consent of NJA, and suc custody or control shall not be tenninatec or styed within six (60)
days fro th dae of assumptn of such cutody or corol
16. Owner acknowlege tht. in considraion of the mutual covenan set for in 1h Agrent,
ai oter Additional Inret Owrs of th Aircra are thir part beneri of this Agrent
17. Thi Agreemen sha commençe on the Cloing Date (as such term is defed in th Aircra
Acptance Form) and shall temilnate on the earlier of (i) th fif (5~ anniversar here, (ii) th dat
Owner, or on default by Owner. NJS exercises the repurcse opton puruant to the Purc Agreement
an title to the Interet passe fr Owr to NJS, (iii) the date Ower elec to cal this Agreeme as
hereinfter proided or (iv) Upon a final deermintion th there ha be a total loss of the Aircraf and NJA
has not elec to subtitute th Aircraft with a Replacemnt Airra in acconc wi the provions of
Section 20(0). Nothstanding the foreoing, this Agreemnt shall automlly rene for a peno of two
years on th mosiawre. teJ th being offere to renewin Owne of an equíie SIZ Rar ofsimHar aircra age and ty, unless either part ha proided wren noic nine (90) days pr to
exiration th states thet the pary does no wish to renew the contra In the event nether part prvidewrin not of their exress innt no to rene, then NJA wil send to Owr. at leat ninet (90) days
prior to expiration, a terms sheet whic wi deta the changes to be efec upo rene. Should Own
chooe to no renew, Owr shH have thir (30) days from reei of th term she to no NJA an toma alterte arrngement.
1 B. NJA represent and warr to Owr as fol
(a) NJ is a corpration dul and valid orgnizd and exng in go stg undr th laws of
the state of It incorpora. NJA has the pow and autrity to ener Into this Agrent and to execute,delir and recive all other insme an document exec and delivre and reiv. in
connecon wih the transactions contempated herender
(b) Th Is no acn, sui or preeng pending aga NJA beor or by any cour
administrative agency or other goernent autriy. or threatene, which brings in quesion the vaity
of. or ir any way legally or financly (in th case of penonnance) Impai1' or would if advrsely determin
impair th executon. delivery or perormanc by NJA of this Agrem
(e) Th execution and de6very of this Agreent by NJA and the penormnce by it of It
obligatios hereunder, have be duly autorzed by all nessry corrate acn of NJA and do not
violate or conflict wit (I) any proion of NJA's Certificate of Incorporation or By-Laws, (û) any la or anyorder, wr injunctio, dere. rule or reulati of any cort administtive agenc or any ot
governmental authorit or (ii) any agrement entered in or binding on NJA or it corpor affilites,
whether relating to the AIra or oterse;
(d) Thi Agrement coes th vali an binding obligation of NJA enforo in acconc
wit its terms, subject, however. to (I) laws of general applicti afecng crditrs' right and (Ii) judicil
disreion, to which equitle reie are subjec; an.
(e) NJA Is not subjec to any restnetion (which has no been complied with) or agreement whiwih or wi the giv of notce, the pae of time, or both, prohibits or would be vioed by, or be in
conflict with, the execution, deliver and consummtion of this Agremen.
19. Owner represent and waant to NJA as follow:
(a) Owner, if a cooraio. is duly and vallel oranized and existing in good stding unde thelaws of the stte of its incrprati
(b) Owne, if a limied lIabllty company. is duly and vali fanned and existing in go stnding
under the laws of th ste of it fonatin~
10
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(c) Owner has the power and the. autri to enter into this Agreement. and to carr out the
transactns contlated hereunder;
(d) The executin and delivery of this Agreement by Ower, and th peormnc of it obliations
hereunder have been duly authorize by all near ac of Owner and do not violate or confic wit (Q
any prosion of Owners Ceicate of Incrprati or By-Laws, if Owner is a corpio (U) any proviion
of Owne"a certfication of Fonntion or Operating Agreement. If Buyer is a Hmited lillty compay or (iQ
any law or any orer, wri, injuncio, decre. rule or reulation of any court. administive agency or any
otr government auhority. There is no action. suit or proedng pendin or thretened agains Ow
befre any cour administrative agency or other goernmentl autho whic brng into questin the
validi of, or migh In any way impar, the execution, delivery or peifonance by Ow of ths Agreement;an
(e) This Agreement constites the vaid an bindng obligation of th Own enoreable inaccordance with it repe terms, subjec however, to (i) laws of general appican afecing credtor'
rights and (D) judicial discreon to which equitle re are subjec
20. (a) In the event of any damage to or LO, th or desction of, the Aircraft by any cause
whatsoer ("Los or Damge"), ncn ìl'Mng an ac or cove (Le.. the Airc canno be properl
or economically repaire totl los. al inranc proeds in respet thereo shaH be paid to NJA in trt fo
the repair and restoratio of the Aircft to god repair, condion and workin orer;
(b) Nothstadlng an event of lo or Daage to the Ain: uner subpragra (a) abe,
NJA shan continue to provide Ower with the use of an aircraft In accord wih th tenn of Sect 8
here whle th AIrcft is being repaire and
(c) In the evt of an acal or const tol lo of th Airc (rrot Loss"), NJA shhave the opon. but not the ob&gation, to sustitte a Citio XLS aircra rReplacemen Airc"), havi
a fair mark value at lea equal to th fair maet vaue of the Aircra immedy precin such Totl
Los (assuming the Airaft was In th condition require to be maintine herender), fo th Airc. Such
opn shall be ex, in wrig, witin thir (30) days after a fina determtio Is made by thinsurnce company that the Aircraf ha sufere a Totl Loss. In th even 6Uch subon option Is
exercised, Owr shall be entited to enjy all the benef of this Agreement dunng th peri fro loss to
replcement wiou interrupton and NJA shaH be entled to use the pr0 of insura to purcha the
Replaceent Airraft and retain any excess proed for li own ac If the Insurace proce are
Insuficent to purchase such Replacemen Aircraf, NJA shaH fund th diferece. Ea of NJA and Owner
agrees to execte aU docment incluing appprlae bills of sae. reisraion applicon, pro of LO,
an chks to acmplish the forgoing. In the event of a Totl Loss whn NJA elec no to puras th
Receme Aircraft Owner shall be entitled to th Fair Market Value of the AIrcaft based on the Aircscondition immediately pri to th Tota Lo of the Aircraft (determined by mutl agrment of Owner and
NJS, or aben such agrement by an independnt apraiser mutall agreed upon by the partie. or.
abent suc agrement. by a maor of three (3) indeendent appraisers, one (1) seled by th Ower,
one (1) seleed by the NJS. and the third sele by the other tw (2)) multiplie by the percente
equivlent of the Intere utilzing the assumpt, in calcating such Fair Market Value, tha the Aircraft is
In th conditin reuired to be maintained undr this Agrement, the engin on the Airc are mid-lie (pre
Ho Seion inspecions) and utilizing the actual number of hours on the airframe, and wihout regard to or
conseration of any mantenace reserves estished by NJA under this Agrement
21. In order to insure th availait of Citti XLS aircra to Owr. Additio Intere Ow
and paricpant in the Exhage Agreement, Owner ackwlges that NJA may deem it deble to
substiute Owner's Interet in the Aircra (the "Releaed Interest" for an intere in anoer Citon XL
aircra (the -Replacement Intrest" of eqal value. In the event NJA reques Owr to efecate suc
substitution, Ower agrees that it will no unreonably withold it consen thereo. If Owr cose to
suc substitut and in conideraion of the coeyanc of the Replant Interes to Ower, Owner
agre tht it will take th following acions wiin tsn (10) business days after receMng notice from NJA of
it intent to substitue the Replaoemnt Interet for the Relased Interest
(a) Execte and deliver amendment to all agrements relating to the Netet Proram, asprovied by NJS, to release the Released Inter from. and subjec the Repacement Intert to. suh
agreements;
11
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(b) Execute and deliver to NJA an AC Form 800-2 Aircft BiB of sale, conveying tile to th
Releaed Intre to NJA or It asgns or designe; and
(0) Initte th registtion of a sale at the International Registr wit regard to th conveanc
otthe Relesed Interes by Owner to NJA or it assign or designee shoul NJS, in Its sole discreio 80
rere, as a conditio preeden to the closng.
22 Thi Agreeme shall be bing upo and shall inure to the benefi of th parie here, thei
reprsentti, sucssors and assigns. This Agreeme shll no be assignabl by Owner except. to a
Bak. as serity as set fort In Seclion 1 of the Owers Agrement or upo th expre wren cosen of
NJA. whicl consnt shall not be unrsonably conditioned, delaye or wihheld, provide, hover, tha
such propoed asignmen is for all of Owner's Inter and tht such asignee is aped by NJA as 10
creitrtiness and proed further that the Owr ha offere to NJS, a ten (10) day righ of firs real
to purcase Ower's Intrest on the same terms and conditons as ofered to sucl prpo asignee.
Nothsanding the foreoing, this Agreemen shal be assignale upo pror wren notice to NJA by
Owr to any enti to which Ower may trfer all or substantall all of its asse and busness pursuant
to a merger, acquition, or other suc reorniza or to any afWate of Owner. Owr agr to pay to
NJS the Transfer Fee (as defined in the Pur Agrement) In the even th assignme of this
Agrement is not covered by the foreg sen.
23. Neitr Owner nor NJA shal be liable for any failure or delay in peormance und this
Agreement (otr than for delay in the payment of money due and payable hereunde) to the extent said
failures or delays are proximately caed by causes bend that parts reaonble cont and ocuring
witt it fault or negligence, prided that as a condition to th claim that a part Is not lia. th part
experiencing the dificult shaH give tha other prompt writlen notice. wit fuJI detHs foHowin th
occurrence of the cause reied upo.
24. IN NO EVENT SHALL EITHER PART HAVE ANY OBLIGATIN OR LIABILIT
WHATSOEVER TO THE OTHER PARTY, WHETHER ARISING. IN CONTRACT (INCLUDI
WARRANT TORT (WHER OR NOT ARISING FROM THE NEGLIGENCE OF THE OTH
PARTY), STRIC LlAJLIT OR OTHERWISE, FOR LOSS OF USE, OlMlNUAnON IN VALUE
FOLLOWING LOSS. LOSS OF REVENUE OR PROFIT OR FOR AN OTHER INDIRECT.
INCIDENTAL, CONSEQUENTIAL, SPECIA EXEMPLARY, PUNITIVE, OR SIMILAR DAMAGES WIH
RESPECT TO, RELATED OR ARISING OUT OF OR UNDER THIS AGREEMENT OR THE
PERFORMANCE OF THIS AGREEMEN.
25. This Agreement an th other Operativ Docment, as defined in pagraph 1.3 of th
Purchase Agreement constitte the entire undersing among the parties and there are no
representtions or warrnties. conditions, covenants or agreement other than as set for expresly
herein and In the Operative Documents, an any changs or modifictions hereto mus be in writing andsignd by authorized reprentativ of bot parties. This Agreemen shall be gomed by an
~nterpreted in accrdance with the laws of the Stte of Ohio. wihout regard to such state's or any other
state's choice of law provisions. Any actn or oter legal proding of any kind, legal or equitble,
baed upon or in any way related to the subject matter of this Agreement. Includng but no limited to th
sale, operation, maintenanc, management, Inpecion, serving or occpancy of the Aircra sha be
brought exclusel in an appropriate court of competent jurisdicton loated In Frankin County. Ohio (if
the acton is brought in state court) or in the United Sttes Dlstñc Court for the Souhern Dis of Ohi
(if the act is brought in federal court). The part furter agree that a final judgmet In an such aenshall be concusive an may be enfor in other juridicns by suit on the judgment or in any other
manner proded by law.
2S. Any notice, reues or oter communiction to either part by th other hereude shal be
made in. wring and shall be deemed givn on the earlier of th date (I) persnally delivered wi reip
acknowledged. (iO telecopled at time of transmission by electronic facsimile trnsissi equipment. whih
equipment shaH fumlsh wren coirmation of succesfu and completed transmlsslon of all pages wit
err in trsmission or (ûi) the next busness day after delivre to a reputle ovght couri at the
addres set for In th firs paragrap of thi Agreent and on the signa1ure page, toeter with a co to
any addresee as may be designated by a part by noice hereunder. The addres of a pa to wh
noices or copies of notices are to be givn may be change from ti to time by such pary by wren
noe to the other part.
12
IIi
I
'Z. This Agreement may be execued in one or more counterprt each 01 whic $hall be deemed
an original, all of whic toether shall constitute on an th same agremen.
28. In the event that anyone or more of the proions of this Agreement shall for any reaon be
held to be InvaJd, illegal or unenforcable, the remaining provllons of th Agrement shal be unimpaired
and the invalid. ilegal or unenforcle provision she. be replce by 8 mutlly accepble proision.
which, being valid, legal and enforcabl, comes oloses to the intnti of the part underlyi the invalid,
inegl or unenforceable proviio.
(REMAINDER OF PAGE INTENONALLY LEFT BLAK)
13
II
1'1
IN WINESS WHEROF, the part hereto have cause the preent to be exeuted the day
and year set forth nex to their respecive signatures. The pers signing- bel warr their autty tos~n. '
Owner:
Signature:
Name:
T~e: Senior Vice President
Iowa
3 15/07
(dae)
Address: 66 Gra Avenue, PO Box 657, Des Moines, Iow 50303-06
NmE~~
Signare:
Name:
Tite:
David S. Beach
Senio Vice Presit
14
3115/01
(date)
corporaio
..
SCHEDUL
Interest Percntage
Montly Management Fee
Estblishe Avg. Rate per Galon tor Fuel
Fuel Varile Rate
Minimum Telehon Notice
Alloted Hours
Occup Hourly Raté Charge
Adit Hours pe yer
Amua Available Hours per year
FenyChae
12.5%
$16,774 (subjec to Annual Eslaon).
$1.60
$4.20 per OCcupied Hour per $.01 DIerntial
8Houl'
100 hou p9ryear
50 hOU per fiv year period
$2,096 (subject to Annul Estin).
25 hours per year
150 hors peryear
$1,467 per hour (subject to Annul Esca)*
Suplemel Houry Che:
$6,33 per Ocpied Hour (subjec to AMual Escalati). fo the fnt 25 Ocupied Hour per ye flow In
exces of the ler of (~ Allo Hours plus Additional Hours plus Cany Ovr Hors pe yer or (ii) Annu
Availa Hors per year and $6,96 per Occupied Hour (subje to Annual Eslaion). tor each hour fl
in exces ther. In '! even Owr uses Additional Hours in any year, suc Adäitnal Hors shal be
subtract from the Alloed Hours availble to Owr dunn the subequent year as se fort in Secio Bhere.
Cena 56XLS (Citti XL)Senal No. 56FAA Regation No. N66QS
"Annual Eslation. Eac of th applic Occupied Hourly Rate Charge. Ferr Charg and Supplementl
Hourly Charge shall be adjusted by the Consumer Prie Inde and the Mon Manage Fee shall be
adjused by the greeer of the Consumer Pri Index or 3.75% (on a cumulave bais) on Januar 1 of each
year commenng January 1, 20. In additon, th OCupi Hourly Rate Chare wil incr by $4 per
Passenger Ocupied Hour commncig on the fi day of the thïrfìrs (31st) month afer accptnce of
the Aircraft by NJS. from the maufacure to reec the expiratio of cern wa beefit.
15
! 11
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EXCHANGE SCHEDULE PURSUANT TO SECTION 8
In the event Owner reques use of an Aircft other than a Cittion XLS atr then the Pasengr Occupied Ho
applicle for. such trp shan be adjused as foHow
IYe of Aircraft
Citti V Ultra
Hawker 4QP
Cittion Ene
C~on ~II Cmd~n XLS
Hawkr 80XP
Citation X
Gulfsteam 20
Falcon 200/ Falco 2000EX EA
Gulfre IV.SP I Gulfstream 400 I Gultam 45
Gulfstrm V I GuHst sse
Bong 737-700
Percente Equivlent to Use of a clltjon XLS
909293100
1300160
170%19525030
39%
NJA rese the right in It so discreton to amend th above petages and to add or delete tye of aisixt (60) da pri wrn notic.
16
. !
~.
Aircraft Hull and Liability Attachment A
Aircraft Physica Damage Coverage
(Excluding War Risk and Allie Penls)
Liability Coverage for Physical Damge
to Non-Oned Airc
(Excluding War Ris and Allie Peri)
Physicl Damge Coera for Spae
Engines/ar
Aircft Boly Injury and Propert
Damage Lialit Coverage
(Excluding War Risk and Alled Perils)
for Owned and Non-Qned Aircra up
Aircra up to 40 Seat.
Perslnlury Liability Corage
Voluntry Settment Coverage
for Ow & Non-Owned Aircraf
Medl Payments Coverage tor OWed
and Non.Qd Aircraft (incuding Crew)
liabli Corage for Persnal
Effecs and Baggage
Carg LIabli Covrage
Stated Value - Fair Market Value of Alro
$ 50,000,000 Each Occrrence
$ 6,00,00 Eah Occurrence
$ 500,00.000 Each Oce. Boing
$ 400,000,00 Each Oc. Gulfstream IV & V, 40, 450, 550
$ 400,00,00 Each Oce. Falon 2000, Falcon 200 E
$ 30,000,000 Each Qo. All Others
$ 25,00,00 Each Occrrnce and Annual Aggrega
$ 1,00,00 Each Passenger
$ 500,000 Each crewmemr
$ 50,00 Each Pel'
$ 100,00 Eah Pasenger
$ 50,00 Eac Qcurnce
Liabilit Covrae for Damage to $ 10,00,000 Each Ocurrence
Non-Cneeased Hangars and Content
Airport Premises Uabllit Coverage Same as Lim for AlTcraft Uabllit
Premises Meical Payment Coverage
Proucs Liabilty Covege for
Incident Opraio and Sale of
Aircraft and Part
Owner's Ground Hangarkeepers' Uability
Coverage
$50,000 Each Persn
Same as L1mlt for Aircra Uabilit
$ 50,000,00 Each Ocrrence
$ 1.00,000 Eac OccurrenceReimbursement of Emergency Expenses
Coverage
"Te tenns on this Attachment A are subject to change, except as set forh specifically in Section 5 of the
Management Agreement
17
ANNUAL WAR RISK PREMIUMS
Aircraft Type
Boeing 737-700
Gulfstream V I Gulfstream 55
Gulfstream IVMSP I Gulfstream 400 I Gulfstream 450
Falcn 20EX EASyl Falcn 2000
Gulfstream 200
Cition X
Hawker 1000
Sovereign
Hawker 800XP
Citatin vn
Citation Excel I Citation XLS
Citation Enre
Hawkr 400XP
Citation Ultra
Per Aircraft
$ 47,2
$ 27,900
$ 23.976
$ 22,530
$ 13,637
$ 12,910
$ 10,814
$ 8,882
$ 11,722
$ 6.830
$ 7,488
$ 6,890
$ 6,445
$ 5925
Per 1/8 Share
$ 5,90.00
$ 3,487.50
$ 2,997.00
$ 2,816.25
$ 1,704.63
$ 1,613.75
$ 1,351.75
$ 1,110.25
$ 1,46525
$ 853.70
$ 936.62
$ 861.25
$ 80.63
740.63
l ~
j
These Annual War Risk Premium are subjec to change upo th (30) days writen notice to Owr In the ethe rates fro the Insurance proider(s) Increa or derease. .
18
.. ..
ADDENDUM TO FRACTIONAL OWNERSHIP PROGRA MAAGEMENT sERvices AGREMT
.'PEA PERI DAYS"
The folowng days are to be the "Piak Period Day" for the next 12 months. Any chang or additon to
fOllog lis wil be published and dletrbut8d by NJA wl subsntia, notce to all NelJet owne
Dl
Tuesday January 2, 2007 Tueday aftr New Yea""s Day
Thursda February 15,2007 Thursday before preident' Day
Friay February 16. 2007 friday befote PMsident. Day
Monday February 19, 2007 preident'. oay
Thursday April 5, 2007 Thuraday before Eatir
Tueay November 20. 2007 Tuesda bere Thanksivin
Wedneday November 21,200 Wedneday be Thanksiving
Sunday November 25, 2007 Sunday aftr Thanksivng
Monday Noember 26, 2007 Monday after Thinøglvlng
Wednesday Deember 26, 207 Wednesday aftr Christ
19
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EXHIBITD
Master Dry-Lease Exchange Agreement
.
121
NI!JET~CrrATION XLS
MATER DRV..EASE AIRCRA EXCHANGE AGREEMENT
THIS MASTER DRY -LEASE AIRCRAFT EXCHANGE AGREEMENT ("'.. Agreement"), Ie
made end entered into by. and among Netets Servics. Inc., a Delaware corportion having It prpa
ofice and plac of business at 4111 Briway Avenue, coiumbus. Ohio 43219-188 ("Sers. ancor
"Administto"), and each of those indivials andor entties whose signature and sea appar on the
signature page(s) affbeed hereo (hereinfter colleely referr to as the .Ownrs" anor "Particpant-
and indiviuaRy as an .Owne and/or "Partip'). as of the dates set lort ne to thr respect
signature:
WINESET:
WHEREAS, each Participant ows an undivided inerest (th "Interest") In an airc se iort
next to Participant's name on the Schedule atthe hereto (all of said aircraft being together reerre to
as the 'Program Aircra" and eah individua aircaf as to the paricipant thereof on, bein relerr to
as the · Air'1: an
WHEREAS, each Participant togeter wih such oter partes Which own the reining unlvde
ineres In the Airraft have agred pursuant to the terms of an agreement execte among thm (th"Owners Agreement") to participte in the NetJets Fractial Ownership Prom (the "NtJ
Proram;, and to engage Netts Aviati, Inc., a Delaware corpotion ("NAj, to pro fractalownrsip progr managemen servce and to ac as th prgram manager for th NsUet Prra
and
WHEREAS. each Partcipnt together with such other parties which own the remalnng undiv
inte in the Aircra, desre to enter a diyIease aircraft exchange arrangemen tht Is par of th
NetJet Program, and as suc argements are.define in Secion 91.1001(b) of th Federal AviatnRegulatio, and as wil be. more fuly d8$bed here (the "Netets DrLeas Aiaf Ex
Arrngem); and
WHERES, the Partpant of a Proram Aircaf desire to engge Service to prov
administtie servces to administer th NetJet Dry-Lea Aircraft Exchange Arrngnt and
WHERE. Particant are desirous of participting in the NetJe1s DryLeas Aircraft Exhange
Arrngemnt, both by dry leasing thir Aircraft to othr Participnts, an by dry leng Prom Air
fro other Partipnt in the Net prora; an
WHEREAS, Servces is willin to provid administrativ service to enable the Partnt to
participate In th NetJets Dry-Lease Airoraft Exchane Arragement
NOW, THEREFORE, the partie hereto, declaring their intention to enter iio and be bound by
the terms of this Agreement and in consideration of the mutual coveant, warres. promises,
agreement and goo and valuable coideratio set fort herein, hereby coenant and agree as LOI:
1. (a) Participas hereby agree to participa in the NetJet Dry-Leas Aircra Exch
Arrngemnt, boh as lesors of the repee Aircraft and as lesees of ot Program Aircra
prvid by other Participant in the Prram on an equal time basis, and to be boun by aU of thprovisis of this Agreement, and to dry lease the Aircraft to aU other Particiants in goo ¡taing un
th Agreement Each Participa sha. be entitled to the use of another prora Airc on an as
avalabe, firs come, firs serv, equa time bais, in th event such Particiant is unable to use fo any
reson the Aircraft in which It own an Interest, but in no even shall any Participant be entile to the us
of more than the lesser of (a) one (1) aircraft per day fo eah twentfour percnt (24%) or leser Intre
owned or (b) five (5) aircraft per day, nor shall any Participant be permitted to use any Program Aircraft
outside of the Contínen11 United States, Mexico, cada and the paribbean Island witut prir
consent of the Administrator. No charge shall be made for the dry lease of anoter Partpant's Ai
under this Agreemen. Each Participan agree to make it Aircraft available, on an eqal time bais tor
dry lease to al other Participant in the Netets Dry-Lease Aircraft Exchange Arrangement. In no evt
sha Participant be provided wih the dry lease of an aircraf of a äiferent make or mol from the Aircraft
it owns unless speclficaUy requeste or aprovd by Partcipnt.
: I. II l
.
. I
(b) Partcipants hereby agree tht this Agreent inludes as participnts fraional owership
proram own that participate in a frctioal owrship progra that is. manged by 8 proram mana
determined by the FAA to be an affillete of NJA, as defined in FAR § 91.1001
(b). incing partcipants in
the NetJets Gulfstrem frctl owrship pram, as managed by NeUets Intematinal, Inc. (NJI).
2. Administrator shal manage and administer the Netet Dry-Lease Aircra Exchange
Arrangement contemplated hereunder for an annual fee of $20 per Partician
3. Partipa shall be reponsible for the securing of maintenance. preventive maintenanc,
and require or otherwse necessa inspions of their Aircraf. Participants may delegate so or all of
the tasks asociatd with this responsibirit to NJA. as prra manager for the Nelet Prra. No
period of maintenanc, preventive maintnance, or inspection sha be delayed or po for th
purpose of schedulin the Aircra under the NetJets DryLease Aircft Exchnge Arragemet
Adminitrator and each Partcipant acknowledge th each Particip ha coraed wi NJA undr a
separate Fractna Ownership Proram Management services Agreeme (the "Magement
Agrement) to secure such maintenanc, prentie maintnace,
or otherwis reired mantena of
their Aircft and th Insnce reuired under Secn 5 here.
4. Each Partipat hereby agree to proe qualified pilots for eac fliht undertake by that
Partclpa under th Agrement. The pilo providd by Participnt (wiD be approvd by Administraor)
will exercis their dutie and responsibiltie in regard to th safety of each flight couced herender. in
accordnce with the applicable Federa Aviatl Regulations. The Pacipan agre th when, in the
view at the pilo of th Aircaft safet may be compromi, th piot may tenninate a flight rese to
commence a fligt. or take other action neceitated by saety considerations wit lialit for lo or
delay except for negligenc. Further. it Is agreed that Partcipnt shan no be li for delay or faiure to
furnish the Aircft to an Partipant pursuant to this Agreen for any reas
5. Participant agree to keep or cause their Aircft to be kep coered by ali-risk aircraft hull
insuranc against th los or dage to the Aircraft and extnded coera wi repec to any engin
or part whIle remov from the Aircraft, for the fai market value of the Aircraft Partnt shal fikewise
ensure that their Aircraft is covered by Uabnity insurance in the for an subanc and wit such insurers
as are reasly acceptabl to Adminitrator in an amunt no les thn Three Hund Mlfion Dollrs
($3,00,00). Partcipnt shaU furtr agre to obtain as commercally avaUable, War Ri and OtherAlled Penis Coverge for aiaft phyical dama.
6. Each Participant hereby repre, warrts and covenant to the otr Partpant and th$
Administraor that
(a) lt will utiize 1h Program Aircraft only for purpoes authorized by FAR § 91.501
(b) (1 0) and
will no use such Program Aircraft for any mega1 purpose or for th purpose of proviing transporttin of
passenger or cargo in air commerc, for compnstion or hire except in accrd wit the proisions
of Sectn 91.1 005(a) of the Federal Avition Reula;
(b) During th term of this Agreemnt it will abid by and conorm to aU laws. governmenta and
airport orrs rules and regulations, incding any further amenment thereo, contolling or in any
manner affecting operatis, use or ocpancy of such Prgrm Airc or use of airprt prmis by
such Proram Airraf;
(e) lt shaH reran fro the incurrnce of any mecnic' or simllr Uan in conneion with theinspeon. preventive maintenance, maintenae or stage of su Proram Aircra whher
permisible or imermissible under this Agreeent. Except for the Bank Lien or Bank Lease, as defind
in the Owners Agreement. there shall not be any attempt by any part hereto to cove, mortgage.
assign, lease or in any way alienate such Progra Aircaft or create any kind of lien or security intert
attaching to such Program Aircraft or do anying to take or fail to take any acton tht miht reult in such
a Den or security interet attaching to such program Airc
(d) If Paricipant is a corration. partnership, tn.st, limited libility compny or other enit. sa'
Participant hereby warrnts that the person executing this Agreement on its belf is the duly autoriz
representative of said Participant with ful authori to execute this Agrement
2
.
(e) It will maintai proper Aircraft registration wit th FAA; an
(l) 11 shaR not take any actn to regiser, nor will It knowingly allow the registra of, any
interest in th Aircraft in the interntional registr ("Intmational Aegistr created by the Convent on
Intemationallntersts in Mobile Equipment and the prool on Maters Specific to Aircft Objec (the
"Cape Tow Conventionj, ulln such time as th Intemational Registry is moified to aemodte
fractio interes In aircft and/or engines (whereupon Partcipants and Net sale. Inc. shal be
entle to register th sa of th Interet been those partes at Participnls exns).
7. Nohstanding anyting to.the contrary contind herein. to the extent any Partipnt shall
have &mited li nght to utilze it Air under an agreement amongt suc Partic an the
Partipant of the remaining interes in such Aircraft, or to the extent Participant shal be in default of
any other agreement covering Participants Aircraft, and as a reult thereof, Partic is no permlt to
use it Aircraft, then it is herey acknowleged and agreed tha Participant sha not be ent to use any
other proram Aircraft hereundr for such penod of time as Participant is not permit to use its Aircraft.
8. In considerati of the mutal coenants set fort in this Agreement Partnt herey
agre tht aU other Participnt in good standing unr thl Agreemem $hali be thirdar beefiarie
of this Agreeent.
9. In the event any sal. use. luury or similr ta is asssed on Participnt wi re to th
use or exchnge of the Interet, Participant heeb coenant and agr to pay an amont equa to th
assessed ta, and any related penaltis and ineres, within.ten (10) days of reivin no. Participant
may pre su taxes provided they fuBy Indmni aR other Partpant.
10. This Agreement shall commence wi respec to Partican on the da of exut hereo
by such Participnt an shall terminate on the sale of Partipls Interes in it Ai
11. Ths Agreemen shal be binding up and shaU enure to the benefit of th parties here,
their heirs repenttives and asign. Th Agreement sh not be assigna by Partpant. except
to a Bank as secunty as set forth in Secn 1 of th Owners Agreement an excep upon th expreswritten consen of the Administrator and th only if such asgn has acqui Parpas en
interest and exected such doument as the Adintrator shall deem necessary to eviden assigne's
assumpton of Partcipnts obligaions wih repect to the Aircraft. Notithsndg th foregoin, this
Agreement sha be assignable upon prir wrin notice to Administrato by Partcints wh are
corprations, parnership. trust. limited liabUit companis or similar entites to an entty to which su
Particpant may transer all or substaially all 01 Its assS an busines pursuant to a merer.
acquisit, or oter such reorganization or to an affliae of Particlpant
12. This Agrement an the other Operative Documen. as define in paragra 1.3 of th
purchae Agreement. constite the entire understanding among th part and there are no
repreenttion or warrntie, conditions. covenants or agreements otr than as set fort expresly
herein and In the Operative Doument. and any changes or moificatis hereo mus be In writng and
signed by authorized repreentatives of the part. This Agreement shall be govmed by an interpreed
1n accordanc wit the laws of the State of Ohio, witut regard to such stte's or any other stae's choic
of law proions. Any acio or oter legal proceeding of any kind. legal or equitbl, ba up or In
any way related to the subjec matter of this Agreemen, including but no limit to th sale. operaion,
maintenance, management. Inspecon, servicin or occupanc of the Aircraft shan be brough exclusivy
in an appropriate court of cometent jurisdicn lote in Franklin Coun, Ohio (if th ac Is brght
in state court) Of in the United States Distr Court for the Southe Distr of Ohi (If the ac is
brought in federa court). The partie further agre that a final judgent in any suc acn shall be
conolusive and may be enfor in othr jurisdictons by suit on the judgment or In any otr manner
proded by law.
13. Any notice, request or other comunication to either party by th other hereunder shall be
made in writing and shall be deemed given on th earlier of the date (i) persna deliver wit receip
acknowedged, (ii) telecopied at time of transmissio by eleconic facsimile transission equipnt. . .
equipmt shall fumish wrien confirmati of sucessful and complet trasmission of aU pages with
error in transmission or (iii) the next business day after delivred to a reputabl overnight couri at th
address set fort in th first paragra
of th Agreement and on the signature pag affixed hereto
3
.,: I. i
together wih a copy to any addressee as may be designated by a par by noe hereunder. The
address of a part to which noces or copes of notice are to be given may be clanged from time to tie
by such pay by wrltten no to the oter part.
14. Neither Participnt nor Services shall be liable fo any failure or delay in penormnce under
this Agreement (other ttian for dely In the payment of money due Bnd payable hennndr) to the extnt
said failus or delays are proximately caused by causes beyon that party's reona cotrol and
occurring wllout it fault or negUgenc, provid th as a conditin to the clai tht a part Is no liabl.
the party exriencing 1h dificulty shall give the othr prompt wrtten notice. wih fun deta toiing th
ocrrence of th cause relied up.
15. This Agreemen ma be executed In conterp which shal. singly or in the aggregate.
constitue a fully executed and bindin agreme
16. In the event th anyone or more of 1he prvisions of this Agremen sha for any reas be
held to be ¡nvaRd, ilegal or unenforeable, the remaining provisios of this Agreement shan be
unimpare and the invaUd, ilegal or unenforceable proviion shal be replaced by a mutually accep1e
proision. which. being valid, legal and enforceabl, co closes to thìnn ci the partes
underlying the invalid. illegal or unenforceable pro.
17. Notin contined herein shal be deem to consit a partnersip or jo venture amog
the partie heeto.
18. TRUTH IN LEASING STATEMENT UNDER SECTION 91.23 OF THE FEERAL AVIATION
REGULATIONS.
(a) EACH PARTICIPANT HEREBY CERTiFIES THAT ITS AIRCRA HA BEEN (i) EIHER
MAINTAINED IN ACCORDANCE WITH THE PROV\SIONS OF FAR § 91.405 OR MAINTAINED IN
ACCRDANCE WITH THE PROVISIONS OF FAR § 91.1411. AND (il) EITHER INSPECTED WITHIN
THE TWELVE (12) MONTH PERIOD PRECEOING THE DATE OF THIS AGREEMENT IN
ACCORDANCE WITH THE PROVISIONS OF FAR 91.409. EXCEPT TO THE EXNT THE AIRCRAFT
IS LESS THAN TWELVE (12) MONTHS OL. AND All APPLICABLE REQUIREMENTS FOR
MAINTENANCE AND INSPECION THEREUNDER HAVE BEEN COMPLIED WIT, OR INSPECTED
IN ACCORDANCE WrrH THE PROVISIONS OF FAR § 91.1109. OR THE AIRCRA IS MAINTAINED
UNDER A CONTINUOU AIRWORTHINESS MA1NTENANCE PROGRAM AS PROVIDED IN FAR §
91.1411.
(b) EACH PARTICIPAN AGREES, CERTIFIES AND KNOWINGLY ACKNOWLEDGES THAT
WHEN IT OPERATES ANY AIRCRAFT UNDER THIS AGREEMENT. IT SHL BE KNOWN AS,
CONSIDERED, AND IN FACT WILL BE THE OPERATOR OF SUCH AIRCRA.
(e) AN EXPLANATION OF FACTORS BEARING ON OPERATIONAL CONTROL AND
PERTINENT fEDERAL AVIATION REGULATIONS CAN BE OBTAINED fROM THE NEAREST FAA
FLIGHT STANDARDS DISTRICT OfFICE, GENERA AVIATION DISTRICT OFFICE, OR AIR CARRlER
DISTRICT OFFICE
(d) THE PARTIES HERETO CERTIFY THAT A TRUE COpy OF THlS AGREEMENT SHALL BE
CARRIED ON THE AIRCRAFT AT AL TIMES OR OTHERWISE COPLIES Wrr THE
REQUIREMENTS OF THE FAA. AND SHAL BE MADE AVAILALE FOR INSPECTION UPON
REQUES BY AN APPROPRIATEY CONSTITUTED IDENIFIED REPRESENTATIVE OF THE
ADMINISTRATOR OF THE FAA
4
..
IN WIESS WHEREOF, the partes hereto have caused this Agreement to be elCeeued as of
the day and year set fort nex to thei respecive signatures below.
Partcipant:
Sinaure:
Name:
T"~: Senior Vice President
Iowa
3/15/07
(date)
Adre: 666 Gra Avee, PO Box 65, De Molnes,low 50303-0657
NETJE r,.t.~.:
Signature;~
Name: David S.Beac
Tit: senio Vice Prent
5
3l15/07
(date)
co~ti
.. V' ro . I
!
SCHEDULE
Partcipant: MIDAMERICAN ENERGY HOLDINGS COMPANY
Percent Interes 12.5%
AIrcra Cessna 56XL (Citati XLS)
Manufaet1''-s seri No.: 565877 IlInR Ql
FAA Registration No.: NeeiaS
6
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