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AIRCRAFT TIME SHARING AGREEMENT

Aircraft Lease Agreement

AIRCRAFT TIME SHARING AGREEMENT | Document Parties: DREAMWORKS ANIMATION SKG, INC. | DREAMWORKS ANIMATION SKG, INC | INTELLECTUAL VENTURES MANAGEMENT, LLC | Teratorn, LLC You are currently viewing:
This Aircraft Lease Agreement involves

DREAMWORKS ANIMATION SKG, INC. | DREAMWORKS ANIMATION SKG, INC | INTELLECTUAL VENTURES MANAGEMENT, LLC | Teratorn, LLC

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Title: AIRCRAFT TIME SHARING AGREEMENT
Date: 10/29/2008
Industry: Motion Pictures     Sector: Services

AIRCRAFT TIME SHARING AGREEMENT, Parties: dreamworks animation skg  inc. , dreamworks animation skg  inc , intellectual ventures management  llc , teratorn  llc
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Exhibit 10.5

AIRCRAFT TIME SHARING AGREEMENT

This Aircraft Time Sharing Agreement (“Agreement”) is made and entered into as of the 27th day of October, 2008, by and between INTELLECTUAL VENTURES MANAGEMENT, L.L.C. , a Washington limited liability company (“IVM”), and DREAMWORKS ANIMATION SKG, INC. , a Delaware corporation (“DWA”).

WHEREAS, IVM, a company engaged primarily in the business of managing private equity investment funds, is the lessee and operator of one Gulfstream Aerospace Model G-V aircraft bearing Federal Aviation Administration Registration No. N5000X and Manufacturer’s Serial No. 611 (“the Aircraft”) and owned by Teratorn, LLC (the “Aircraft Owner”); and

WHEREAS, DWA, from time to time, desires use of the Aircraft for its own account solely for the carriage of one or more DWA officials, employees and guests traveling on DWA business; and

WHEREAS, IVM desires to make the Aircraft available to DWA for the above operations on a time sharing basis in accordance with § 91.501 of the Federal Aviation Regulations, 14 CFR § 91.501.

NOW, THEREFORE, in consideration of the mutual covenants herein set forth, the parties agree as follows:

1. Provision of the Aircraft. IVM agrees to provide the Aircraft to and operate the Aircraft for DWA on a time sharing basis in accordance with the provisions of §§ 91.501(b)(6), 91.501(c)(1) and 91.501(d) of the Federal Aviation Regulations (FARs) for the period commencing upon execution of this Agreement and terminating upon permanent cessation of IVM’s operation of the Aircraft, unless earlier terminated pursuant to Paragraph 15 below or by mutual agreement of the parties.

2. Reimbursement of Expenses. For each flight conducted under this Agreement, DWA shall pay to IVM the amount invoiced to DWA by IVM for such flight, provided that in no case shall such amount exceed the sum of the expenses set forth in subparagraphs (a)-(j) below:

 

 

(a)

Fuel, oil, lubricants, and other additives;

 

 

(b)

Travel expenses of the crew, including food, lodging, and ground transportation;

 

 

(c)

Hangar and tie-down costs away from the Aircraft’s base of operation;

 

 

(d)

Insurance obtained for the specific flight;

 

 

(e)

Landing fees, airport taxes, and similar assessments;

 

 

(f)

Customs, foreign permit, and similar fees directly related to the flight;

 

 

(g)

In-flight food and beverages;

 

 

(h)

Passenger ground transportation;

 

 

(i)

Flight planning and weather contract services; and

 

 

(j)

An additional charge equal to one hundred percent (100%) of the expenses listed in subparagraph (a) above.


3. Invoicing and Payment. All payments to be made to IVM by DWA hereunder shall be paid in the manner set forth in this Paragraph 3. IVM will pay to suppliers, employees, contractors and governmental entities all expenses related to the operation of the Aircraft hereunder in the ordinary course. As to each flight operated hereunder, IVM shall provide to DWA an invoice for the charges specified in Paragraph 2 of this Agreement (plus air transportation excise taxes, as applicable, imposed by the Internal Revenue Code), such invoice to be issued within thirty (30) days after the completion of each such flight. DWA shall pay IVM the full amount of such invoice within thirty (30) days of the date of the invoice. In the event IVM has not received supplier invoices for reimbursable charges relating to such flight prior to such invoicing, IVM shall issue supplemental invoice(s) for such charge(s) to DWA, and DWA shall pay such charge(s) within thirty (30) days of the date of each supplemental invoice.

4. Flight Requests. DWA (or its official) will provide IVM with flight requests and proposed flight schedules as far in advance as possible. Flight requests shall be in a form, whether oral or written, mutually convenient to and agreed upon by the parties. DWA shall provide at least the following information for each proposed flight reasonably in advance of the desired departure time as required by IVM or its flight crew:

 

 

(a)

departure point;

 

 

(b)

destination;

 

 

(c)

proposed date and time of flight;

 

 

(d)

number and identity of anticipated passengers;

 

 

(e)

nature and extent of baggage and/or cargo to be carried;

 

 

(f)

proposed date and time of return flight, if any; and

 

 

(g)

any other information concerning the proposed flight that may be pertinent to or required by IVM or its flight crew.

5. Aircraft Scheduling. IVM shall have final authority over all scheduling of the Aircraft, including determination of whether the Aircraft can be made available for a particular flight, provided however that IVM will use reasonable efforts to accommodate DWA’s requests.

6. Aircraft Maintenance. IVM shall be solely responsible for securing all maintenance (including scheduled and unscheduled maintenance, preventive maintenance, and required or otherwise necessary inspections) of the Aircraft, and shall take such requirements into account in scheduling the Aircraft. Performance of maintenance or inspection shall not be postponed for the purpose of scheduling the Aircraft to accommodate DWA’s request unless such maintenance or inspection can safely be conducted at a later time in compliance with applicable laws, regulations and requirements, and such postponement is consistent with the sound discretion of the pilot-in-command.

7. Flight Crew. IVM shall employ, pay for and provide a qualified flight crew for all flight operations under this Agreement.

8. Operational Authority and Control. IVM shall be responsible for all aspects of the physical and technical operation of the Aircraft and the safe performance of all flights, and shall retain full authority and control including exclusive operational control and possession of the Aircraft, at all times during

 

2


flights operated under this Agreement. In accordance with applicable FARs, the qualified flight crew provided by IVM will exercise all required and/or appropriate duties and responsibilities in regard to the safety of each flight conducted hereunder. The pilot-in-command shall have absolute discretion in all matters concerning preparation of the Aircraft for flight and the flight itself, the load carried and its distribution, the decision whether or not a flight shall be undertaken, the route to be flown, the place where landings shall be made, and all other matters relating to operation of the Aircraft. DWA specifically agrees that the flight crew shall have final and complete aut


 
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