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Exhibit 10.1
TIME SHARING AGREEMENT
This Time
Sharing Agreement (this "AGREEMENT") is made, effective as of
March 29, 2005 (the "EFFECTIVE DATE"), by
and between Liberty Media Corporation,
a corporation incorporated under the laws
of the State of Delaware, with
principal offices at 12300 Liberty Blvd.,
Englewood, CO 80112 ("LESSOR"), and
Robert R. Bennett, with an address of 12300
Liberty Blvd., Englewood, CO 80112
("LESSEE");
RECITALS
A. Lessor is the
owner of an undivided 75% interest in the civil aircraft
bearing the United States Registration
Number N730LM and Manufacturer's Serial
Number 101, and of the type of a Dassault
Falcon 900EX ("AIRCRAFT");
B. Lessor
employs a fully qualified flight crew to operate the Aircraft;
C. Liberty Media
International, Inc. ("LMI") owns the remaining undivided
25% interest in the Aircraft;
D. Lessor and
LMI are parties to an Agreement for Aircraft Joint Ownership
and Management dated as of May 21, 2004,
the terms and conditions of which
govern the ownership and operation of the
Aircraft (the "MANAGEMENT AGREEMENT");
and
E. Lessor
desires to lease the Aircraft and flight crew to Lessee on a
time
sharing basis as defined in Section
91.501(c)(1) of the Federal Aviation
Regulations ("FARS").
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 pursuant to this Agreement. This
Agreement shall commence on the
Effective Date and continue until the first
anniversary of the Effective Date.
Thereafter, this Agreement shall be
automatically renewed on a month-to-month
basis, unless sooner terminated by either
party as provided in this Agreement.
Either party may terminate this Agreement
at any time (including during the
initial one-year term) upon 30 days'
written notice to the other party,
delivered personally or by certified mail,
return receipt requested, at the
address for the other party as set forth in
the preamble to this Agreement.
2. Lessee shall
pay Lessor an amount equal to the fair market value of each
flight conducted under this Agreement, as
determined by Lessor, which in no
event shall exceed the following actual
expenses of each specific flight as
authorized by FAR Part 91.501(d):
(a) Fuel, oil,
lubricants, and other additives;
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(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, including
any federal excise tax that may be imposed under IRC Section
4261
or any similar excise taxes, if any;
(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 bill Lessee on a
monthly basis as soon as practically
possible after the last day of each
calendar month for the fair market value of
any and all flights for the account of
Lessee under this Agreement during the
preceding month, as determined by Lessor,
but in no event more than an amount
equal to the expenses enumerated in
paragraph 2 for each such flight. Lessee
shall pay Lessor for all flights for the
account of Lessee pursuant to this
Agreement within 30 days after receipt by
Lessee of the invoice therefor. If
requested by Lessee, Lessor will provide
Lessee with a detailed accounting of
the expenses enumerated in paragraph 2 for
each flight for the account of Lessee
pursuant to this Agreement.
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 24 hours in advance of
Lessee's planned departure unless Lessor
otherwise agrees. Requests for flight time
shall be in a form, whether written
or oral, agreed upon by the parties. In
addition to the proposed schedules and
flight times, Lessee shall provide at least
the following information for each
proposed flight prior to scheduled
departure at such time as required by Lessor
or Lessor's flight crew:
(a) departure
point;
(b) destination;
(c) date and time of
flight;
(d) number of
anticipated passengers;
(e) nature and extent
of luggage and/or cargo to be carried;
(f) date and time of
return flight, if any; and
(g) any other
information concerning the proposed flight that may be
reasonably required by Lessor or Lessor's flight crew.
5. Lessor shall
have final authority over the scheduling of the Aircraft,
including any limitations on the number of
passengers on any flight for the
account of Lessee pursuant to this
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Agreement; provided, however, that Lessor
will use commercially reasonable
efforts to accommodate Lessee's needs and
to avoid conflicts in scheduling.
6. As between
Lessor and Lessee, 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, preventive maintenance or
inspection shall be delayed or postponed
for the purpose of scheduling the
Aircraft, 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. The pilot in command shall have
final and complete authority to cancel any
flight for any reason or condition
that in his judgment would compromise the
safety of the flight.
7. Lessor shall
employ, pay for and provide to Lessee a qualified flight
crew for each flight undertaken under this
Agreement.
8. In accordance
with applicable Federal Aviation Regulations, the
qualified flight crew provided by Lessor
will exercise all of its duties and
responsibilities in regard to the safety of
each flight conducted hereunder.
Lessee specifically agrees that t
