EXHIBIT 10
TIME SHARING
AGREEMENT
Dated as of the 20 th day of June 2005.
between
Alberto-Culver USA, Inc.,
as Lessor,
and
the Individual named on Schedule A, as Time
Sharing Lessee,
as Lessee,
concerning one Gulfstream Aerospace G-IV-SP
aircraft bearing
U.S. registration number N18AC and
manufacturer’s serial number 1344,
and one undivided interest in a Gulfstream
Aerospace G-IV-SP bearing U.S.
Registration Number N495QS and
manufacturer’s serial number 1295.
* * *
INSTRUCTIONS FOR COMPLIANCE
WITH
“TRUTH IN LEASING”
REQUIREMENTS UNDER FAR § 91.23
Within 24 hours of execution
of this Time Sharing Agreement:
Mail a copy of the executed document to
the
following address via certified mail, return
receipt requested:
Federal Aviation Administration
Aircraft Registration Branch
ATTN: Technical Section
P.O. Box 25724
Oklahoma City, Oklahoma 73125
At least 48 hours prior to the
first flight to be conducted under this
Agreement:
deliver a completed Schedule B containing
the departure airport and proposed
time of departure of said first flight by
facsimile to the FAA Flight Standards
District Office located nearest the departure
airport.
Carry a copy of this Time
Sharing Agreement in the aircraft at all times.
* * *
This Time Sharing Agreement
(this “Agreement”) is made, effective as of the
20 th day of June 2005 (the
“Effective Date”), by and between ALBERTO-CULVER
USA, INC. , a Delaware corporation (“Lessor”), and
the Person listed on Schedule A
(“Lessee”).
R E C I T A L S :
WHEREAS , Lessor is the operator under a lease with an
affiliate of that certain Gulfstream Aerospace G-IV-SP civil
aircraft bearing manufacturer’s serial number 1344 and the
United States Registration Number N18AC, and owns and operates an
undivided twelve and one-half percent (12.5%) interest in that
certain Gulfstream Aerospace G-IV-SP bearing manufacturer’s
serial number 1295 and the United States Registration Number
N495QS_(collectively, the “Aircraft”);
WHEREAS , Lessor employs/contracts for the services of a
fully qualified flight crew, consisting of a pilot in command and
second in command, to operate the Aircraft;
WHEREAS , Lessor operates the Aircraft within the scope
of and incidental to its own business; and
WHEREAS , Lessor and Lessee desire to lease said
Aircraft and flight crew, from time to time, on a time sharing
basis as authorized in Section 91.501(b)(6) of the Federal Aviation
Regulations (“FAR”) and defined in Section 91.501 (c)
(1) of the FAR.
NOW, THEREFORE
, in consideration of the mutual
covenants contained herein, and for other good and valuable
consideration, the parties agree as follows:
1. Term . The Term of this
Agreement shall commence on the Effective Date and shall continue
for a period of twelve (12) months (the “Initial
Term”).
2. Renewal . This Agreement
shall be automatically renewed for successive twelve (12) month
terms unless terminated in writing by either of the parties as
provided in Section 3.
3. Termination . This
Agreement may be terminated, with or without cause, by either party
upon thirty (30) days written notice to the other party.
4. Aircraft Lease . From time
to time during the Term, Lessee may request that Lessor lease the
Aircraft with crew to Lessee on a timesharing basis. Lessor agrees
to make its best efforts to accommodate such requests, but it shall
have no obligation to lease the Aircraft to Lessee if the Aircraft
is needed for the business of Lessor or is otherwise
unavailable.
5. Lease Term . The term of
each lease period under this Agreement shall begin upon the
commencement of the flight or series of flights requested by Lessee
and shall end upon the conclusion of such flight or series of
flights.
6. Applicable Regulations .
The parties agree that for all flights under this Agreement, the
Aircraft shall be operated under the pertinent provisions of
Subpart F of Part 91 of the FAR. If any provision of this Agreement
is determined to be inconsistent with any of the requirements of
those regulations, it shall be deemed amended in any respect
necessary to bring it into compliance with such
requirements.
7.1 Flight Expenses . Lessee
shall reimburse Lessor for each flight, or series of flights,
conducted under this Agreement. Such reimbursement shall be the
lesser of:
7.1.1 the amount calculated for such
flight, or series of flights, in accordance with 26 CFR
§§ 1.61-21 (the “SIFL Rules”), or
7.1.2 all of the actual expenses of
each specific flight, or series of flights, as are authorized by
Section 91.501 (d) of the FAR. These expenses include and are
limited to:
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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 the 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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Insurance
obtained for the specific flight;
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(e)
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Landing fees,
airport taxes and similar assessment;
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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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(j)
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An additional
charge equal to 100% of the expenses listed in subparagraph (a) of
this paragraph.
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7.2 Use by More than One
Lessee . In the event that more than one Lessee shall use the
Aircraft for the same flight, or series of flights, the expenses
calculated in paragraph 7.1 shall be pro-rated between or among all
such Lessees, unless some other arrangement is agreed to by such
Lessees and communicated to the Lessor.
8. Federal Excise Tax . In
addition to Lessor’s expenses listed in paragraph 7.1 herein,
for each flight under this Agreement, Lessee shall pay to Lessor
the amount of the federal excise tax imposed by IRC Section
4261.
9. Invoices . Lessor will pay
all expenses related to the operation of the Aircraft when
incurred, and will provide an invoice to Lessee in accordance with
paragraphs 7 and 8 herein by the 5 th business day of each month for all
flights for Lessee that occurred during the preceding calendar
month. Lessee shall pay Lessor for said expenses and excise taxes
within twenty days of receipt of such invoice.
10. Flight Information .
Lessee will provide Lessor with requests for flight time and
proposed flight schedules as far in advance of any given flight as
reasonably possible. Requests for flight time shall be in a form,
whether written or oral, mutually convenient to, and agreed upon by
the parties and un