Back to top

TIME SHARING AGREEMENT

Aircraft Lease Agreement

TIME SHARING AGREEMENT | Document Parties: HYATT HOTELS CORP | CC-DEVELOPMENT GROUP, INC | DIVERSIFIED FINANCIAL MANAGEMENT CORP | GLOBAL HYATT CORPORATION | H GROUP HOLDING, INC | INTERNATIONAL FINANCIAL ADVISORS, INC | MARMON HOLDINGS, INC | PRGP CORP | PRITZKER ORGANIZATION, LLC | PRITZKER REALTY GROUP, LP | ROSEMONT PROJECT MANAGEMENT, LLC | TRANS UNION CORP | US FINANCIAL ADVISORS, INC You are currently viewing:
This Aircraft Lease Agreement involves

HYATT HOTELS CORP | CC-DEVELOPMENT GROUP, INC | DIVERSIFIED FINANCIAL MANAGEMENT CORP | GLOBAL HYATT CORPORATION | H GROUP HOLDING, INC | INTERNATIONAL FINANCIAL ADVISORS, INC | MARMON HOLDINGS, INC | PRGP CORP | PRITZKER ORGANIZATION, LLC | PRITZKER REALTY GROUP, LP | ROSEMONT PROJECT MANAGEMENT, LLC | TRANS UNION CORP | US FINANCIAL ADVISORS, INC

. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here.
Title: TIME SHARING AGREEMENT
Date: 8/5/2009

TIME SHARING AGREEMENT, Parties: hyatt hotels corp , cc-development group  inc , diversified financial management corp , global hyatt corporation , h group holding  inc , international financial advisors  inc , marmon holdings  inc , prgp corp , pritzker organization  llc , pritzker realty group  lp , rosemont project management  llc , trans union corp , us financial advisors  inc
50 of the Top 250 law firms use our Products every day

Exhibit 10.28

TIME SHARING AGREEMENT

This Time Sharing Agreement (this “Agreement”) is made and entered into as of October 2, 2006 among ROSEMONT PROJECT MANAGEMENT, L.L.C., a Delaware limited liability company (the “Owner”) and the following parties (each individually a “Lessee” and collectively the “Lessees”): MARMON HOLDINGS, INC., a Delaware corporation, GLOBAL HYATT CORPORATION, a Delaware corporation, PRITZKER REALTY GROUP, L.P., a Delaware limited partnership, TRANS UNION CORP., a Delaware corporation, CC-DEVELOPMENT GROUP, INC., a Delaware corporation, H GROUP HOLDING, INC., a Delaware corporation, THE PRITZKER ORGANIZATION, L.L.C, a Delaware limited liability company, INTERNATIONAL FINANCIAL ADVISORS, INC., an Illinois corporation, U.S. FINANCIAL ADVISORS, INC., an Illinois corporation, DIVERSIFIED FINANCIAL MANAGEMENT CORP., a Delaware corporation, and Karl J. Breyer, Marshall E. Eisenberg, and Thomas J. Pritzker, not individually but as Co-Trustees of each of the trusts described on the attached Schedule A .

W I T N E S S E T H :

WHEREAS, Owner is the registered owner of that certain Daussault-Breguet Falcon 900EX aircraft bearing the United States Registration Number N312P (the “Aircraft”);

WHEREAS, Owner contracts to provide a fully qualified flight crew to operate the Aircraft (the “Flight Crew”); and

WHEREAS, from time to time, each Lessee desires to lease the Aircraft and the Flight Crew from Owner on a time sharing basis as defined in Section 91.501(c)(1) of the Federal Aviation Regulations (the “FAR”).

NOW THEREFORE, Owner and Lessees, declaring their intention to enter into and be bound by this Agreement, and for the good and valuable consideration set forth below, hereby covenant and agree as follows:

1. Term; Lease . This Agreement shall become effective as of October 2, 2006 (the “Effective Date”) and shall continue in effect until Owner delivers to the Lessees at least 45 days prior written notice of termination of this Agreement. Each Lessee may terminate its participation in this Agreement by delivering written notice to the other Lessees and Owner at least 45 days prior to the effective date of such termination. From and after the Effective Date until the termination of this Agreement, Owner hereby agrees to lease the Aircraft to each Lessee pursuant to the provisions of Section 91.501(c)(1) of the FAR and to provide the services of the Flight Crew for all operations.

2. Scheduling . Each Lessee shall provide Owner with requests for flights and proposed flight schedules as far in advance of any given flight as possible, and in any case, at least (a) 24 hours in advance of the Lessee’s planned departure, with respect to flights within the continental United States, and (b) three (3) days in advance of the Lessee’s planned departure, with respect to all other flights, provided that Owner may waiver the required notice provisions in its sole discretion. One or more Lessees may request a “joint flight” whereby the costs of such flight will be shared among two or more Lessees, which combined costs will not exceed the Flight Fee described in Paragraph 3. Requests for flight time shall be in a written form that shall be provided to the Lessees by Owner, and shall include:

 

 

(a)

proposed departure point;


 

(b)

destination;

 

 

(c)

date and time of flight;

 

 

(d)

the number of anticipated passengers;

 

 

(e)

the names of the anticipated passengers;

 

 

(f)

the nature and extent of luggage and/or cargo to be carried; and

 

 

(g)

the date and time of a return flight, if any.

In addition, the Lessee(s) shall provide any other information concerning the proposed flight that may be pertinent or required by Owner or the Flight Crew. Owner shall have final authority over the scheduling of the Aircraft; provided, however, that Owner shall use its best efforts to accommodate Lessee’s needs and to avoid conflicts in scheduling. The pilot in command shall have final and complete authority to cancel any flight for any reason or condition that, in his or her judgment, would compromise the safety of the flight.

3. Flight Fee . For each flight provided for Lessee under this Agreement, Lessee shall pay Owner an amount (the “Flight Fee”) equal to the “Direct Cost Rate” published annually by Conklin & de Decker (or any comparable publication if Conklin & de Decker is no longer available or no longer appropriate to use for this purpose) for operating a Daussault-Breguet Falcon 900EX aircraft for the applicable Flight Time, but in no event shall the amount paid exceed the actual expenses incurred for the flight, determined as authorized by FAR Part 91.501(d)(1)-(10) as the sum of the following costs and expenses:

 

 

(a)

fuel, oil, lubricants and other additives;

 

 

(b)

travel expenses of the Flight 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 permits, and similar fees directly related to the flight;

 

 

(g)

in-flight food and beverages;

 

 

(h)

passenger ground transportation;

 

- 2 -


 

(i)

flight planning and weather contract services; and

 

 

(j)

an additional charge equal to 100 percent of the fuel, oil, lubricants and other additives expense listed in item (a) above.

The Direct Cost Rate shall be determined as provided herein at the beginning of each calendar year based on the information available at that time, and shall apply to all flights provided for Lessee under this Agreement for that calendar year.

For purposes of this Agreement, the term “Flight Time” shall mean actual flight time (in hours and minutes) entered into the aircraft flight log for each flight segment, but shall not include taxi time or waiting time.

If a joint flight is requested, each of the Lessees requesting such joint flight (the “Requesting Lessees”) shall be responsible for its ratable share of the Flight Fee, based solely on the number of Requesting Lessees unless the Requesting Lessees provide Owner with a percentage allocation of the Flight Fee for a flight among the Requesting Lessees within a reasonable time after completion of the joint flight, in which case each Requesting Lessee shall be responsible solely for its proportionate share of the Flight Fee for such flight.

4. Expenses . Owner shall pay for and provide the Flight Crew for each flight undertaken under this Agreement. Owner shall pay all expenses related to the maintenance and operation of the Aircraft. All liability relating to maintenance and operation of the Aircraft, regardless of whether operated pursuant to this Agreement or otherwise, will be and shall remain with Owner.

5. Maintenance . Owner shall be solely responsible for securing operating 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 operations maintenance, preventive maintenance or inspection shall be delayed or postponed for the purpose of scheduling a flight under this Agreement unless such 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.

6. Flight Crew Authority . In accordance with the applicable FAR, the Flight Crew shall exercise all of its duties and responsibilities in regard to the safety of each flight conducted hereunder. Each Lessee 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 judgment 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 any loss, injury, damage or delay to the Lessee(s) who requested such flight or any other person. The Lessees further agree that Owner shall not be liable for any delay or failure to furnish the Aircraft and the Flight Crew pursuant to this Agreement when such failure is caused by government regulation or authority, mechanical difficulty, war, civil commotion, strikes or labor disputes, weather conditions, acts of God or other causes outside the reasonable control of Owner.

7. Insurance . Owner shall provide such additional insurance coverage with respect to a given flight as the Lessee(s) requesting such flight insurance shall request or require.

 

- 3 -


8. Lessees’ Representations . Each Lessee hereby represents and warrants to Owner that:

(a) it shall use the Aircraft for and on account of its and its subsidiaries own business only and shall not use the Aircraft for the purposes of providing transportation of passengers or cargo in air commerce for compensation or hire;

(b) it shall refrain from incurring any mechanics or other lien in connection with inspection, preventative maintenance, maintenance or storage of the Aircraft whether permissible or impermissible under this Agreement, nor shall there be any attempt by any party hereto to convey, mortgage, assign, lease or any way alienate the aircraft or create any kind of lien or security interest involving the Aircraft or do anything or take any action that might mature into such a lien; and

(c) during the term of this Agreement, it shall abide by and conform to all such laws, governmental and airport orders, and rules and regulations as shall be in effect from time to time that relate in any way to the operation and use of the Aircraft by a time sharing lessee.

9. Base of Operations . For purposes of this Agreement, the permanent base of operation of the Aircraft shall be in Chicago, Illinois.

10. Assignment . Neither this Agreement nor any party’s interest herein shall be assignable to any other party whatsoever. This Agreement shall inure to the benefit of and be binding upon the parties hereto, their heirs, representatives and successors.

11. Notices . All notices required or permitted hereunder shall be in writing and shall be delivered by personal service, by the United States mail (registered or certified mail), by prepaid overnight courier or by confirmed facsimile transmission, in any case addressed to the intended recipient as set forth below such recipient’s name on the signature pages hereto. Any such communication shall be deemed received by the addressee thereof (i) when delivered by personal service, (ii) three business days after it is sent by registered or certified mail, return receipt requested, (iii) two business days after it is sent via a reputable overnight courier service, or (iv) upon receipt by the sender of confirmation of transmittal via facsimile. Any party may change its address for receipt of notice of such change by sending a notice to the other party in the manner prescribed above.

12. Counterparts . This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same agreement.

13. Truth In Leasing . THE FOLLOWING CONSTITUTE THE TRUTH IN LEASING STATEMENTS REQUIRED UNDER SECTION 91.23 OF THE FAR:

(a) OWNER HEREBY CERTIFIES THAT THE AIRCRAFT HAS BEEN INSPECTED AND MAINTAINED WITHIN THE 12 MONTH PERIOD PRECEDING THE DATE OF THIS AGREEMENT IN ACCORDANCE WITH ALL APPLICABLE PROVISIONS OF FAR PART 91 AND ALL APPLICABLE REQUIREMENTS FOR THE MAINTENANCE AND INSPECTION THEREUNDER HAVE BEEN MET.

 

- 4 -


(b) OWNER AGREES, CERTIFIES AND KNOWINGLY ACKNOWLEDGES THAT WHEN THE AIRCRAFT IS OPERATED UNDER THIS AGREEMENT, OWNER SHALL BE KNOWN AS, CONSIDERED, AND SHALL IN FACT BE THE OPERATOR OF SUCH AIRCRAFT.

(c) THE PARTIES UNDERSTAND THAT AN EXPLANATION OF FACTORS AND PERTINENT FEDERAL AVIATION REGULATIONS BEARING ON OPERATIONAL CONTROL CAN BE OBTAINED FROM THE FEDERAL AVIATION ADMINISTRATION, FSDO #3, CHICAGO, IL 60185. EACH LESSEE FURTHER CERTIFIES THAT IT SHALL SEND A TRUE COPY OF THIS EXECUTED AGREEMENT TO:

AIRCRAFT REGISTRATION BRANCH

ATTN: TECHNICAL SECTION

P.O. BOX 25724

OKLAHOMA CITY, OKLAHOMA 73125

WITHIN 24 HOURS OF ITS EXECUTION, AS PROVIDED BY SECTION 91.23(c)(1) OF THE FAR.

A COPY OF THIS AGREEMENT MUST BE CARRIED IN THE

AIRCRAFT WHILE IT IS BEING OPERATED HEREUNDER.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

 

- 5 -


IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. The persons signing below warrant their authority to sign.

 

Owner:

 

ROSEMONT PROJECT MANAGEMENT, L.L.C, a Delaware limited liability company

By:

 

/s/ Kirk Rose

Name:

Its:

 

Kirk Rose

Vice President

71 South Wacker Drive, Suite 1200

Chicago, Illinois 60606

Telephone: 312/780-5472

Facsimile: 312/780-5281

Attention: Kirk Rose

[SIGNATURE PAGE TO TIME SHARING AGREEMENT]


Lessees:

 

Marmon Holdings, Inc., a Delaware corporation

By:

 

/s/ Robert K. Lorch

Name:

Its:

 

Robert K. Lorch

Vice President and Chief Financial Officer

225 West Washington Street, 19 th Floor

Chicago, IL 60606

Telephone: 312/845-5326

Facsimile: 312/845-8769

Attention: Robert W. Webb, Esq.

[SIGNATURE PAGE TO TIME SHARING AGREEMENT]


Global Hyatt Corporation, a Delaware corporation

By:

 

/s/ Kirk Rose

Name:

Its:

 

Kirk Rose

Senior Vice President

71 South Wacker Drive, Suite 1200

Chicago, IL 60606

Telephone: 312/780-5472

Facsimile: 312/780-5281

Attention: Kirk Rose

[SIGNATURE PAGE TO TIME SHARING AGREEMENT]


Pritzker Realty Group, L.P., a Delaware limited partnership

By:

 

PRGP CORP., a Delaware corporation, its general partner

 

By:

 

/s/ J. Kevin Poorman

 

Name:

Its:

 

J. Kevin Poorman

Executive Vice President

71 South Wacker Drive, Suite 4700

Chicago, IL 60606

Telephone: 312/873-4802

Facsimile: 312/873-4891

Attention: J. Kevin Poorman

[SIGNATURE PAGE TO TIME SHARING AGREEMENT]

 


Trans Union Corp., a Delaware corporation

By:

 

/s/ John W. Blenke

Name:

Its:

 

John W. Blenke

Corporate Secretary

555 West Adams Street

Chicago, IL 60661

Telephone: 312/466-7730

Facsimile: 312/466-7706

Attention: John Blenke

[SIGNATURE PAGE TO TIME SHARING AGREEMENT]


CC-Development Group, Inc.

By:

 

/s/ Gary Smith

Name:

Its:

 

Gary Smith

Vice President/Treasurer

71 South Wacker Drive, Suite 900

Chicago, IL 60606

Telephone: 312/803-8575

Facsimile: 312/873-4496

Attention: Gary Smith

[SIGNATURE PAGE TO TIME SHARING AGREEMENT]


H Group Holding, Inc., a Delaware corporation

By:

 

/s/ John Stellato

Name:

Its:

 

John Stellato

Vice President

71 South Wacker Drive, Suite 4700

Chicago, IL 60606

Telephone: 312/873-4942

Facsimile: 312/873-4949

Attenti


 
SITE SEARCH

AGREEMENTS / CONTRACTS

Document Title:

Entire Document: (optional)

Governing Law:(optional)


Try our advanced search >>
 

CLAUSES

Search Contract Clauses >>

Browse Contract Clause Library>>

Get Email Updates
Email:
This is only a partial view of this document. We have millions of legal documents and clauses drafted by top law firms. learn more search for free browse for free learn more