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Aircraft Lease Agreement

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Date: 7/15/2009

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THIS AIRCRAFT MANAGEMENT AGREEMENT is entered into as of July 10, 2009, by and between CSC TRANSPORT, INC. , a Delaware corporation with an office at 8000 Republic Airport, Hangar 5, Farmingdale, New York 11735 (“CSC”) on the one hand; and DOLAN FAMILY OFFICE, LLC , a Delaware limited liability company with an office at 340 Crossways Park Drive, Woodbury, New York 11771 and CHARLES F. DOLAN , with a mailing address at 1111 Stewart Avenue, Bethpage, New York 11714 (Charles F. Dolan, together with Dolan Family Office, LLC, “Client”), on the other hand.

CSC will manage Client’s aircraft described below (the “Aircraft”) in accordance with the terms and conditions of this Agreement.



Aircraft Identification



Aircraft Make and Model:

Gulfstream GIV-SP






Manufacturer’s Serial Number:







Aircraft Registration Number:




Management Fee





Annual Management f ee:










Effective Date:

July 10, 2009





Expiration Date and Time:

12:00 pm Eastern, July 9, 2010






To Client:



Dolan Family Office, LLC

CSC Transport, Inc.


340 Crossways Park Drive

8000 Republic Airport, Hangar 5


Woodbury, New York 11797

Farmingdale, New York 11735


Attention: William A. Frewin

Attention: Don Menard





Telephone: (516) 803-9200

Telephone: (516) 803-5910


Fax: (516) 364-4592

Fax: (516) 694-6923














Charles F. Dolan

Cablevision Systems Corporation


c/o Dolan Family Office, LLC

1111 Stewart Avenue


340 Crossways Park Drive

Bethpage, New York 11714


Woodbury, New York 11797

Attn: General Counsel


Telephone: (516) 803-9200

Telephone: (516) 803-2300


Fax: (516) 364-4592

Fax: (516) 803-2575



Aircraft Operating Base




The Aircraft will be based at Hangar 5, Republic Airport, Farmingdale, New York.







Management Services . In consideration of the fees paid by Client, CSC will perform the following functions on behalf of Client:




Employment and supervision of flight and maintenance personnel assigned to the Aircraft;






Aircraft maintenance at the Operating Base, maintenance management at contract facilities, and related maintenance support functions;






Advice regarding insurance for the Aircraft;






FAA liaison;






Aircraft hangar, office, and shop facilities at the Operating Base and other airport locations, as required;






Record keeping, reporting, budgeting, payment on behalf of Client of Aircraft-related invoices and other administrative requirements;






Aircraft, passenger, and Flight Support Personnel (as defined in Paragraph 2.1) scheduling support services for Client and Client’s passengers; and






Management supervision of the operation and maintenance of the Aircraft by Client.


Part 91 Operations . All flight operations by Client under this Agreement will be conducted under Part 91 of the Federal Aviation Regulations, as amended (the “FAR’s”), and in accordance with any other laws and rules pertaining to the operation of the Aircraft. Client acknowledges that services to be provided by CSC to Client under this Agreement are intended to assist Client in the operation by Client of its Aircraft under Part 91 of the FAR’s in the conduct of Client’s business, and shall be undertaken by CSC consistent with such intentions and only for such purposes.




Operational Control . In compliance with Part 91 of the FAR’s, at all times during the term of this Agreement, Client will have and retain exclusive operational control, and exclusive possession, command and control, of the Aircraft. Client will have and retain complete and exclusive responsibility for scheduling, dispatching and flight following of the Aircraft on all flights conducted under this Agreement, which responsibility includes the sole and exclusive right over initiating, conducting and terminating any such flights, subject to the pilot-in-command’s authority for all safety-of-flight matters. Client will have complete and absolute control of the crewmembers in preparation for and in connection with the operation of all flights conducted under this Agreement.




Flight Support Personnel




General . Pilots, mechanics, and flight attendants for the Aircraft (collectively, “Flight Support Personnel”) will be appropriately certified, rated and trained as required by the FAR’s and the insurance required by Section 9. All Flight Support Personnel will be employed by CSC and carried on CSC’s payroll, and CSC shall be responsible for and shall timely pay and withhold all payroll and employment-related taxes (including, without limitation, Social Security, Medicare and unemployment taxes) relating to such Flight Support Personnel and shall timely file returns with respect to such taxes with proper taxing authorities. Without duplicative effect, CSC shall pay the entire cost of salary, benefits, employer payroll taxes, training and testing for Flight Support Personnel.




Availability . Flight Support Personnel will be available, as required, to support the flight schedule. If Flight Support Personnel are unable to support a requested flight due to such circumstances as sickness, training, vacation, personal emergency, or crew duty limits, CSC will use commercially reasonable efforts to obtain the services of substitute personnel meeting the standards set forth in this Agreement. Client acknowledges that CSC may utilize the services of substitute qualified personnel, as required, to support the Aircraft’s flight schedule, and that applicable FAR’s and CSC’s crew duty limits will be used to determine when Flight Support Personnel relief is required. The incremental out-of-pocket cost of substitute personnel will be the responsibility of Client and shall be paid in accordance with Paragraph 8.5.




Monitoring and Reviews . CSC will monitor the qualifications and performance of Flight Support Personnel through a process of record keeping, performance reviews, direct supervision and flight checks. Client will provide reasonable access to the Aircraft, subject to Client’s prior permission, for CSC supervisory personnel to conduct required training and flight checks to observe Flight Support Personnel performance.




Termination or Replacement . CSC reserves the right to terminate or replace Flight Support Personnel for any reason. If the credentials or performance of any Flight Support Personnel are unsatisfactory to Client, CSC agrees that upon notice to that effect from Client, it shall reassign and replace such Flight Support Personnel as quickly as possible with another qualified individual acceptable to Client.




Flight Support Personnel Training and Qualification




Training . CSC will conduct or contract for Flight Support Personnel training that meets or exceeds the requirements of the FAR’s governing the type of operation being conducted. Training will include, but not be limited to:




(a)    Pilots : (i) initial aircraft qualification, if required; (ii) Aircraft-specific recurrent training; (iii) policy and procedures recurrent training; (iv) emergency situations training; and (v) professional qualifications enhancement training, as required, such as cockpit resource management, international operations, and cabin medical safety.




(b)    Mechanics : (i) initial aircraft qualification, if required; (ii) biennial aircraft-specific recurrent training; and (iii) biennial system-specific recurrent training (engines, avionics, etc.).




(c)    Flight Attendants : (i) initial qualification training, if required; (ii) policy and procedures training; (iii) cabin medical training; and (iv) emergency situations training.




Training Flights . Client shall make available at its expense a reasonable amount of Aircraft time to accomplish pilot training, proficiency checks and line checks as required by the FAR’s; provided, however, that simulators shall be used to the extent practicable. In addition to required FAA pilot checkrides, CSC supervisory personnel will observe line operation of Flight Support Personnel to confirm crew performance and adherence to company procedures. Client will provide reasonable access to the Aircraft, subject to Client’s prior permission, for CSC supervisory personnel to conduct this observation. CSC will maintain a current training record for Flight Support Personnel documenting satisfactory completion of FAA and CSC training and currency requirements.


Aircraft Maintenance




Maintenance Obligations . Notwithstanding anything in this Agreement to the contrary, CSC shall, on Client’s behalf, cause the Aircraft to be maintained at Client’s expense in a manner that satisfies all of the requirements of the Aircraft Lease, dated as of July __, 2009, as amended, between CEF Aircraft 2002, LLC, as lessor, and Sterling Aviation, LLC, as lessee (the “Headlease”), and the Aircraft Sublease Agreement, dated as of July __, 2009, as amended, between Sterling Aviation, LLC, as sublessor, and Client, as sublessee (the “Lease”), each as currently in effect on the Effective Date.




Maintenance Program . On Client’s behalf and at Client’s expense, CSC will cause the Aircraft to be enrolled on an FAA-approved inspection program under Part 91 of the FAR’s, and will conduct, contract for and/or supervise Aircraft maintenance services to cause the Aircraft to be maintained in accordance with the requirements of the approved inspection program, the FAR’s, and the Headlease and the Lease, each as currently in effect on the Effective Date hereof.




MEL . On Client’s behalf, CSC will obtain an FAA approved Minimum Equipment List (MEL) for the Aircraft.




Records . On Client’s behalf, CSC will maintain records on the Aircraft, engines and systems in accordance with the applicable FAR’s, CSC’s maintenance procedures, and the Headlease and the Lease, each as currently in effect on the Effective Date hereof.




Maintenance Scheduling . Client will cooperate with CSC to schedule all maintenance requirements. CSC will schedule maintenance, to the extent practicable, to minimize conflicts with Client’s use of the Aircraft. CSC will keep Client apprised of the Aircraft’s maintenance schedule.




Maintenance Service Plans . On Client’s behalf, CSC shall provide to JSSI, Honeywell and Gulfstream, respectively, any periodic reports required in order to maintain in full force and effect the JSSI Select contract for the Aircraft’s engines, the Honeywell APU MSP contract as required by the terms of the Headlease and the Lease, each as currently in effect on the Effective Date hereof, as well as the CMP contract. Client shall maintain each such program contract in full force and effect. All amounts payable under such contracts shall be the responsibility of Client and shall be paid in accordance with Paragraph 8.5.




Appointment as Agent . Subject in all respects to the Headlease and the Lease (each as in effect on the Effective Date hereof), Client appoints CSC as its agent for the purpose of executing, for and behalf of Client, any documentation required in connection with any


maintenance program, maintenance service plan and/or maintenance inspection agreements as may be necessary in order for CSC to fulfill its maintenance obligations under this Agreement. Client agrees to indemnify and hold CSC harmless from and against any claims, damages, losses and expenses arising pursuant to any maintenance program, maintenance service plan and/or maintenance inspection agreements entered into in accordance with the terms of this Agreement.




Flight Scheduling




Services . On behalf of Client, CSC will perform the following services related to scheduling by Client of the Aircraft:




Assist Client in scheduling the Aircraft;






Receive trip notices from Client and produce an itinerary for each trip giving the pertinent details of the trip;






Arrange ground transportation requirements for Aircraft passengers;






Schedule Flight Support Personnel;






Arrange for Aircraft catering per Client’s request;






Arrange for landing permits, clearances, and ground handling for domestic and international destinations; and






Coordinate the Aircraft’s movements to support Client’s travel schedule.



Hours of Service . CSC will provide the above-listed services 24 hours per day, seven days per week.




Client Information . Client will give CSC the most up-to-date and complete information available on the Aircraft’s proposed travel schedule. CSC agrees to hold in confidence any information that it may gain regarding Client’s travel, business and security arrangements, subject in all respects to applicable laws, regulations and rules of the New York Stock Exchange.




Records and Administration




Record Keeping . CSC will maintain facilities and personnel at its office for Aircraft record keeping, operations supervision, scheduling assistance, and accounting support. CSC will


keep all flight, passenger, maintenance, operational, logbook, tax, and cost records up to date and in accordance with good accounting practice and all of the requirements of the FAR’s, the Headlease and the Lease (each as in effect on the Effective Date hereof), and all other applicable laws and regulations.




Reports . CSC will supply Client with an annual budget and monthly reports summarizing financial and flight activity.




Record Retention . All records pertaining to the performance of CSC’s services hereunder will be open for inspection and audit by Client at CSC’s office upon not less than 48 hours’ notice throughout the term of this Agreement, and for the period ending four (4) years after the termination hereof. CSC will not destroy such records prior to the time when Client’s right to inspect and audit terminates. The provisions of this Paragraph 6.3 will survive the termination or expiration of this Agreement.




Hangar and Office at Operating Base




Hangarage. CSC will provide Client with appropriate hangar, office, and shop space at the Aircraft’s Operating Base (as specified in Section V of the Specific Terms) and at other airport locations as may be required from time to time. Client shall be responsible for the cost of hangarage at locations other than the Aircraft’s Operating Base, payable in accordance with Paragraph 8.5.




Provisioning. CSC will provision the Operating Base to support the operation and maintenance of the Aircraft, subject to budget approval by Client.




Fees, Expenses, Deposits and Billing Procedures




Management Fee . The annual Management Fee to be charged to Client specified in Section II of the Specific Terms will be billed to and payable by Client in monthly installments in advance.




Certain Fixed Expenses . Client shall pay directly all amounts payable under the Lease and the cost of the insurance coverage required to be maintained by Client under Paragraph 9.


Operating Expenses . Client shall be responsible for all Operating Expenses relating to the Aircraft (to be paid in accordance with Paragraph 8.5). Operating Expenses include,

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