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AIRCRAFT TIMESHARE AGREEMMENT

Aircraft Lease Agreement

AIRCRAFT TIMESHARE AGREEMMENT | Document Parties: LAS VEGAS SANDS CORP | Interface Operations LLC You are currently viewing:
This Aircraft Lease Agreement involves

LAS VEGAS SANDS CORP | Interface Operations LLC

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Title: AIRCRAFT TIMESHARE AGREEMMENT
Governing Law: Massachusetts     Date: 11/15/2005

AIRCRAFT TIMESHARE AGREEMMENT, Parties: las vegas sands corp , interface operations llc
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EXHIBIT 10.3

AIRCRAFT TIME SHARING AGREEMENT

 

This AIRCRAFT TIME SHARING AGREEMENT (the "Agreement") is made and entered into as of January 1, 2005, by and between Interface Operations LLC, a Delaware limited liability company ("Provider"), and Las Vegas Sands Corp., a Nevada corporation ("Recipient").

In consideration of the mutual promises, agreements, covenants, warranties, representations and provisions contained herein, the parties agree as follows:

1.           Time Sharing of the Aircraft . Subject to the terms and conditions of this Agreement, Provider shall provide Recipient with transportation services on a non-exclusive basis using Provider's aircraft identified as a Gulfstream G-III59A, serial number 351, U.S. registration number N623MS (the "Aircraft"). This Agreement is intended to be a time sharing agreement within the meaning of 14 C.F.R. Section 91.501(c)(1).

2.           Term . The term of this Agreement (the "Term") shall commence on the date of this Agreement and end on December 31, 2006 (the "Expiration Date"). The Expiration Date (as it may be extended) shall be automatically extended by one year if neither party has given notice of non-renewal to the other at least thirty (30) days before the then Expiration Date. Notwithstanding anything to the contrary in this section 2, either party may terminate this Agreement on thirty (30) days' notice, provided that such party is not then in default, and this Agreement shall terminate automatically upon termination of the Lease (as defined in section 6(f).

3.           Delivery to Recipient . Upon the request of Recipient, subject to the availability of the Aircraft as determined by Provider, Provider shall make the Aircraft available to Recipient at such location as Recipient may reasonably request. Recipient acknowledges that Provider currently bases the Aircraft at McCarran International Airport, Las Vegas, Nevada (the "Base").

4.

Fee .

(a)        Recipient shall pay to Provider, for Recipient's use of the Aircraft during the Term the following amounts (referred to collectively as the “Fee”) within 30 days of receipt of an invoice from Provider or its representative with respect to such use:

(i)

twice the cost of the fuel, oil and other additives consumed;

(ii)         all fees, including fees for landing, parking, hangar, tie-down, handling, customs, use of airways and permission for overflight;

(iii)

all expenses for catering and in-flight entertainment materials;

(iv)

all expenses for flight planning and weather contract services;

 

(v)        all travel expenses for pilots, flight attendants and other flight support personnel, including food, lodging and ground transportation; and

 

 

 

 

 

 

 

 

 

(vi)

all communications charges, including in-flight telephone.

(b)        Recipient shall be responsible for arranging and paying for all passenger ground transportation and accommodation in connection with Recipient's use of the Aircraft.

(c)        For the sake of clarification, flights to ferry the Aircraft to the delivery location specified by Recipient pursuant to section 3, and flights to return the Aircraft to the Base or such other location as the parties agree pursuant to section 5, shall be deemed to be use of the Aircraft by Recipient.

5.           Return to Base . On the earlier of the Expiration Date or the termination of this Agreement pursuant to section 16(a)(i) and, unless Provider agrees to the contrary, upon the conclusion of each flight of the Aircraft by Recipient under this Agreement, the Aircraft shall be returned to the Base or such other location as Provider and Recipient may agree.

6.

Use of Aircraft .

(a)        Recipient shall use the Aircraft only for the transportation of its directors, officers, employees and guests and shall not obtain compensation for such transportation from any person.

(b)        Recipient shall not violate, and shall not permit any of its employees, agents or guests to violate, any applicable law, regulation or rule of the United States, or any state, territory or local authority thereof, or any foreign government or subdivision thereof, and shall not bring or cause to be brought or carried on board the Aircraft, or permit any employee, agent or guest to bring or cause to be brought or carried on board the Aircraft, any contraband or unlawful articles or substances, or anything that is contraband or is an unlawful article of substance in any jurisdiction into or over which the Aircraft is to operate on behalf of Recipient.

(c)        Recipient shall, and shall cause its employees, agents and guests to, comply with all lawful instructions and procedures of Provider and its agents and employees regarding the Aircraft, its operation or flight safety.

(d)        Recipient acknowledges that its discretion in determining the origin and destination of flights under this Agreement shall be subject to the following limitations: (i) such origin and destination, and the routes to reach such origin and destination, are not within or over (A) an area of hostilities, (B) an area excluded from coverage under the insurance policies maintained by Provider with respect to the Aircraft or (C) a country or jurisdiction for which exports or transactions are subject to specific restrictions under any United States export or other law or United Nations Security Council Directive, including without limitation, the Trading With the Enemy Act, 50 U.S.C. App. Section 1 et seq., the International Emergency Economic Powers Act, 50 U.S.C. Sections 1701 et seq. and the Export Administration Act, 50 U.S.C. App. Sections 2401 et seq.; (ii) the flights proposed by Recipient shall not cause (A) the Aircraft or any part thereof (1) to be used predominately outside of the United States within the meaning of the Section 168(g)(1)(A) of the Internal Revenue Code of 1986, as amended (the "Code"), and (2) to fail to be operated to and from

 

 

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the United States within the meaning of Section 168(g)(4)(A) of the Code; or (B) any item of income, gain, deduction, loss or credit with respect to the transactions contemplated by this Agreement to be treated as derived from, or allocable to, sources without the United States within the meaning of Section 862 of the Code; (iii) the proposed flights do not require the flight crew to exceed any flight or duty time limitations that Provider imposes upon its flight crews; and (iv) in the judgment of Provider, the safety of flight is not jeopardized.

(e)        Recipient acknowledges that, if, in the view of Provider (including, its pilot-in-command), flight safety may be jeopardized, Provider may terminate a flight or refuse to commence it without liability for loss, injury or damage occasioned by such termination or refusal. Recipient further acknowledges that, in accordance with applicable Federal Aviation Regulations (“FAR”), the qualified flight crew provided by Provider will exercise all of its duties and responsibilities in regard to the safety of each flight conducted hereunder and Recipient specifically agrees that the flight crew, in its sole discretion, may terminate any flight, refuse to commence any flight, or take other action which in the considered judgement of the pilot-in-command is necessitated by considerations of safety. No such action of the pilot-in-command shall create or support any liability for loss, injury, damage or delay to Recipient or any other person. Recipient acknowledges and agrees that Provider shall not be liable under any circumstances for delay or failure to furnish the Aircraft and crew pursuant to this Agreement or for any loss, damage, cost or expense arising from or related to, directly or indirectly, any delay, cancellation or failure to furnish any transportation pursuant to this Agreement, including, but not limited to, when caused by government regulation, law or authority, mechanical difficulty or breakdown, war, civil commotion, strikes or other labor disputes, weather conditions, acts of God, public enemies or any other cause beyond Provider’s control.

(f)         Recipient acknowledges that (i) the Aircraft is owned by Yona Aviation Corp., ("Owner"), and is leased to Provider pursuant to that certain Aircraft Lease Agreement by and between Owner and Provider (the "Lease") and (ii) the rights of Recipient in and to the Aircraft are subject and subordinate to all terms of the Lease and all rights of Owner in and to the Aircraft under the Lease, including without limitation the right of Owner to inspect and take possession of the Aircraft from time to time in accordance with the Lease and applicable law.

Accordingly, Recipient (i) waives any right that it might have to any notice of Owner's intention to inspect, take possession or exercise any other right or remedy in respect of the Aircraft or under the Lease, (ii) waives, as against Owner, all rights to any set-off, defense, counterclaim or cross-claim that it may hold against Provider and (iii) acknowledges that, upon a default of Provider under the Lease, Recipient shall have no further rights in and to the Aircraft.

Recipient acknowledges that Owner has not made any warranty or representation, either express or implied, as to the design, compliance with specifications, operation, or condition of, or as to the quality of the material, aircraft, or workmanship in, the Aircraft or any component thereof, and Owner makes no warranty of merchantability or fitness of the Aircraft or any component thereof for any particular purpose or as to title to the Aircraft or

 

 

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component thereof, or any other representation or warranty, express or implied, with respect to the Aircraft or component thereof.

7.           Pilots . For all flights of the Aircraft by Recipient pursuant to this Agreement, Provider shall cause the Aircraft to be operated by pilots who are duly qualified under the Federal Aviation Regulations, including without limitation, with respect to currency and type-rating, and who meet all other requirements established and specified by the insurance policies required hereunder.

8.           Operation and Maintenance Responsibilities of Provider . Provider shall be in operational control of the Aircraft at all times during the Term and shall operate the Aircraft under FAR Part 91. Provider shall be solely responsible for the operation and maintenance of the Aircraft.

9.           Liens . Recipient shall not directly or indirectly create or incur any liens on or with respect to (i) the Aircraft or any part thereof, (ii) Owner's title thereto, (iii) any interest of Provider or Owner therein, (and Recipient will promptly, at its own expense, take such action as may be necessary to discharge any such lien), except (a) the respective rights of Provider and Recipient as herein provided and (b) liens created by or caused to be created by Owner or Provider.

10.

Taxes .

(a)        Except for any taxes on, or measured by, the net income of Provider imposed by the United States government or any state or local government or taxing authority in the United States, which shall be the sole responsibility of Provider, Recipient shall pay to and indemnify Provider and its employees and agents (collectively, the "Indemnitees") for, and hold each Indemnitee harmless from and against, on an after-tax basis, all other income, personal property, ad valorem, franchise, gross receipts, rental, sales, use, excise, value-added, leasing, leasing use, stamp, landing, airport use, or other taxes, levies, imposts, duties, charges, fees or withholdings of any nature, together with any penalties, fines, or interest thereon ("Taxe


 
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