TIME SHARING
AGREEMENT
THIS TIME SHARING AGREEMENT is entered into effective as of
the 10th day of July, 2009, by and between DOLAN FAMILY
OFFICE, LLC a New York limited liability company with an address at
340 Crossways Drive, Woodbury, New York 11771
(“Lessor”), and CSC HOLDINGS, INC., a Delaware
corporation with an address at 1111 Stewart Avenue, Bethpage, New
York 11714 (“Lessee”).
W I T N E S S E T H:
WHEREAS, Lessor is a sublessee and an operator of a Gulfstream
Aerospace GIV-SP aircraft, manufacturer’s serial number 1313,
United States registration N100DF (the “Aircraft”);
and
WHEREAS, Lessor employs or engages a fully-qualified and
credentialed flight crew to operate the Aircraft; and
WHEREAS, Lessor has agreed to lease the Aircraft, with flight crew,
to Lessee on a “time sharing” basis as defined in
Section 91.501(c)(l) of the Federal Aviation Regulations
(“FAR”) upon the terms and subject to the conditions
set forth herein;
NOW, THEREFORE, in consideration of the foregoing premises, and the
covenants and agreements set forth herein, and for other good and
valuable consideration, the receipt and sufficiency of which are
acknowledged, Lessor and Lessee, intending to be legally bound,
hereby agree as follows:
1. Lease of Aircraft . Lessor
agrees to lease the Aircraft to Lessee pursuant to the provisions
of FAR Section 91.501(b)(6) and Section 91.501(c)(1) and this
Agreement, and to provide a fully-qualified and credentialed flight
crew for all flights to be conducted hereunder during the Term (as
defined in Section 13) hereof. The parties acknowledge and agree
that this Agreement did not result in any way from any direct or
indirect advertising, holding out or soliciting on the part of
Lessor or any person purportedly acting on behalf of Lessor. Lessor
and Lessee intend that the lease of the Aircraft effected by this
Agreement shall be treated as a “wet lease” pursuant to
which Lessor provides transportation services to Lessee in
accordance with FAR Section 91.501(b)(6) and Section
91.501(c)(1).
2. Payment for Use of Aircraft
. Lessee shall pay Lessor the following actual expenses of each
flight conducted under this Agreement, not to exceed the maximum
amount legally payable for such flight under FAR Section
91.501(d)(1)-(10):
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(a)
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fuel, oil, lubricants
and other additives;
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(b)
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travel expenses of
crew, including food, lodging and ground transportation;
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(c)
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hangar and tie-down
costs away from the Aircraft’s base of operation;
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(d)
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additional insurance
obtained for the specific flight at the request of Lessee;
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(e)
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landing fees, airport
taxes and similar assessments;
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(f)
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customs, foreign permit
and similar fees directly related to the flight;
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(g)
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in-flight food and
beverages;
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(h)
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passenger ground
transportation;
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(i)
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flight planning and
weather contract services; and
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(i)
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an additional charge
equal to 100% of the expenses listed in Section 2(a).
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3. Operational Control of
Aircraft . Lessor and Lessee intend and agree that on all
flights conducted under this Agreement, Lessor shall have complete
and exclusive operational control over the Aircraft, its flight
crews and maintenance, and complete and exclusive possession,
command and control of the Aircraft. Lessor shall have 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 such flights.
Lessee shall have no responsibility for scheduling, dispatching or
flight following on any flight conducted under this Agreement, nor
any right over initiating, conducting or terminating any such
flight. Nothing in this Agreement is intended or shall be construed
so as to convey to Lessee any operational control over, or
possession, command and control of, the Aircraft, all of which are
expressly retained by Lessor.
4. Scheduling .
(a) Lessee will provide Lessor with
requests for flight time and proposed flight schedules as far in
advance of any given flight as possible. The designated authorized
representative(s) of Lessee shall submit scheduling requests under
this Agreement to the designated authorized representative(s) of
Lessor. Requests for flight time shall be in such form (whether
oral or written) mutually convenient to, and agreed upon by, the
parties. In addition to proposed schedules and flight times, Lessee
shall upon request provide Lessor with the following information
for each proposed flight prior to scheduled departure: (i) proposed
departure point;
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(ii) destination; (iii) date and time of flight; (iv) the number of
anticipated passengers; (v) the nature and extent of luggage to be
carried; (vi) the date and time of a return flight, if any; and
(vii) any other pertinent information concerning the proposed
flight that Lessor or the flight crew may request.
(b) Subject to Aircraft and crew
availability, Lessor shall use its good faith efforts, consistent
with Lessor’s approved policies, in order to accommodate the
needs of Lessee, to avoid conflicts in scheduling, and to enable
Lessee to enjoy the benefits of this Agreement; however, Lessee
acknowledges and agrees that notwithstanding anything in this
Agreement to the contrary, (i) Lessor shall have sole and exclusive
final authority over the scheduling of the Aircraft; and (ii) the
needs of Lessor for the Aircraft shall take precedence over
Lessee’s rights and Lessor’s obligations under this
Agreement.
(c) Although every good faith effort
shall be made to avoid its occurrence, any flight scheduled under
this Agreement is subject to cancellation by either party without
incurring liability to the other party. In the event that
cancellation is necessary, the canceling party shall provide the
maximum notice practicable.
5. Billing . Lessor shall pay
all expenses relating to the operation of the Aircraft under this
Agreement on a monthly basis. As soon as possible after the end of
each monthly period during the Term, Lessor shall provide to Lessee
an invoice showing all use of the Aircraft by Lessee under this
Agreement during that month and a complete accounting detailing all
amounts payable by Lessee pursuant to Section 2 for that month,
including such detail supporting all expenses paid or incurred by
Lessor for which reimbursement is sought as Lessee may reasonably
request. Lessee shall pay all amounts due to Lessor under this
Section 5 not later than 30 days after receipt of the invoice
therefore.
6. Maintenance of Aircraft .
Lessor shall be solely responsible for securing maintenance,
preventive maintenance and inspections of the Aircraft (utilizing
an inspection program listed in FAR Section 91.409(f)), and shall
take such requirements into account in scheduling the Aircraft
hereunder.
7. Flight Crew .
(a) Lessor shall employ or engage and
pay all salaries, benefits and and/or compensation for a
fully-qualified flight crew with appropriate credentials to conduct
each flight undertaken under this Agreement. Lessor may use
temporary flight crewmembers for a flight under this Agreement only
if any such temporary crewmember is FlightSafety (or SimuFlite)
trained, is current on the Aircraft and satisfies all of the
requirements and conditions under the insurance coverage for the
Aircraft. All flight crewmembers shall be included on any insurance
policies that Lessor is required to maintain hereunder.
(b) The qualified flight crew provided
by Lessor shall exercise all of its duties and responsibilities
with regard to the safety of each flight conducted hereunder in
accordance with applicable FAR’s. The Aircraft shall be
operated under the standards and policies established by Lessor.
Final authority to initiate or terminate each flight, and otherwise
to decide
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all matters relating to the safety of any given flight or requested
flight, shall rest with the pilot-incommand of that flight. The
flight crew may, in its sole discretion, terminate any flight,
refuse to commence any flig