This Time Sharing
Agreement is effective as of April 21, 2005 by and between
Cozzens and Cudahy Air Inc., with an address of 9100 N Swan Rd.,
Milwaukee Wisconsin 53224 (“ Lessor ”) and
Tomotherapy Inc. with an address of 1240 Deming Way, Madison,
Wisconsin 53717 (“ Lessee ”).
WHEREAS, Lessor is
the owner of that certain Raytheon Hawker Aircraft HS125-800-XP
bearing the United States Registration Number N317CC and
Manufacturer’s Serial Number 258532 (“ Aircraft
”);
WHEREAS, Lessor
employs a fully qualified flight crew to operate the Aircraft;
and
WHEREAS, Lessor
and Lessee desire to lease said Aircraft with flight crew on a
non-exclusive time sharing basis as defined in Section 91.501
(c) (1) of the Federal Aviation Regulations (“
FAR ”).
The parties agree
as follows:
1. Lessor
agrees to lease the Aircraft to Lessee pursuant to the provisions
of FAR 91.501 (c) (1) and to provide a fully qualified flight
crew for all operations. This Agreement shall commence on the date
that it is signed and continue for one year after said date.
Thereafter, this Agreement shall be automatically renewed on a
month to month basis, unless sooner terminated by either party as
hereinafter provided. Either party may at any time terminate this
Agreement upon thirty (30) days written notice to the other
party.
2. Lessee
shall pay Lessor for each flight conducted under this Agreement an
amount up to the actual expenses of each specific flight as
authorized by FAR Part 91.501 (d). These expenses
include:
(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 100% of the expenses listed in subparagraph
(a) of this paragraph.
3. Lessor
will pay all expenses related to the operation of the Aircraft when
incurred, and will provide an invoice to Lessee for the expenses
listed in paragraph 2. Lessee shall pay Lessor within fifteen
(15) days after receipt of each invoice.
4. Lessee
will provide Lessor with requests for flight time and proposed
flight schedules as far in advance of any given flight as possible,
and in any case, at least twenty-four (24) hours in advance of
Lessee’s planned departure. Requests for flight time shall be
in a form, whether written or oral, mutually convenient to, and
agreed upon by the parties.
5. Lessor
shall have final authority over the scheduling of the Aircraft,
provided however, that Lessor will use its best efforts to
accommodate Lessee’s needs and to avoid conflicts in
scheduling.
2
6. Lessor
shall be solely responsible for securing maintenance, preventive
maintenance and required or otherwise necessary inspections on the
Aircraft, and shall take such requirements into account in
scheduling the Aircraft. No period of maintenance, preventative
maintenance or inspection shall be delayed or postponed for the
purpose of scheduling the Aircraft, unless said maintenance or
inspection can be safely conducted at a later time in compliance
with all applicable laws and regulations, and within the sound
discretion of the pilot in command. The pilot in command shall
have
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