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Exhibit 10.31    
    


 
  QWEST BUSINESS RESOURCES, INC.
  AIRCRAFT TIME SHARING AGREEMENT    
    


        This Aircraft Time Sharing Agreement ("Agreement") by and between Qwest Business Resources, Inc. ("Lessor"), a Delaware corporation whose address is 1801
California Street, Denver, Colorado 80202 and Richard C. Notebaert ("Lessee"), whose address is 106 South University Boulevard, Number 12, Denver, Colorado 80209 (collectively the "Parties"), is
effective January 1, 2005 and shall terminate on December 31, 2006, unless terminated sooner by either party pursuant to Article 1 below. 


        WHEREAS,
Lessor is legal owner of an aircraft ("Aircraft"), equipped with engines and components as described in the Aircraft Subject to the Time Sharing Agreement attached hereto and
made a part hereof, as Exhibit A; 


        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"); 


        WHEREAS,
this Agreement sets forth the understanding of the Parties as to the terms under which Lessor will provide Lessee with the use, on a periodic basis, of the Aircraft as described
in Exhibit A hereto, currently owned by Lessor. 


        WHEREAS,
the use of the Aircraft will at all times be pursuant to and in full compliance with the requirements of Federal Aviation Regulations ("FAR") 91.501(b)(6), 91.501(c)(1), and
91.501(d); 


        NOW,
THEREFORE, in consideration of the mutual covenants and agreements herein contained, the Parties agree as follows: 



1.     Termination.  


        Either party may terminate this Agreement for any reason upon written notice to the other, such termination to become effective ten (10) days from the date
of the notice; provided that this Agreement may be terminated on such shorter notice as may be required to comply with applicable laws, regulations, the requirements of any financial institution with
a security or other interest in the Aircraft, insurance requirements or in the event the insurance required hereunder is not in full force and effect. 


2.     Use of Aircraft.  



        (a)   Lessee
may use the Aircraft from time to time, with the permission and approval of Lessor's Flight Operations Department, for any and all purposes allowed by FAR
91.501(b)(6). Lessee's use shall include the use of the Aircraft by his Spouse or related family member (including children or grandchildren) ("Related Family") if they accompany him on the flight. 


        (b)   Lessee
represents, warrants and covenants to Lessor that: 




	1.
	Lessee
will use each Aircraft for and on his own account only and will not use any Aircraft for the purposes of providing transportation of passengers or cargo in air commerce for
compensation or hire;



	2.
	Lessee
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, and Lessee shall not attempt 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; 

 



	3.
	during
the term of this Agreement, Lessee will abide by and conform to all such laws, governmental, and airport orders, rules, and regulations as shall from time to time be in effect
relating in any way to the operation and use of the Aircraft by a time-sharing Lessee; 





        (c)   Lessee
shall provide Lessor's Flight Operations Department with notice of his desire to use the Aircraft and proposed flight schedules as far in advance of any given
flight as possible, and in any case, at least forty-eight (48) 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. In addition to the proposed schedules and flight times Lessee shall provide at least the following information for each proposed flight at some time
prior to scheduled departure as required by the Lessor or Lessor's flight crew: 




	1.
	proposed
departure point;



	2.
	destination;



	3.
	date
and time of flight;



	4.
	the
number and identity of anticipated passengers and relationship to the Lessee;



	5.
	the
nature and extent of luggage and/or cargo to be carried;



	6.
	the
date and time of return flight, if any; and



	7.
	any
other information concerning the proposed flight that may be pertinent or required by Lessor or Lessor's flight crew. 





        (c)   Lessor
shall notify Lessee as to whether or not the requested use of the Aircraft can be accommodated and, if not, the Parties shall discuss alternatives. 



        (d)   Lessor's
prior planned utilization of the Aircraft will take precedence over Lessee's use. Additionally, any maintenance and inspection of the Aircraft takes precedence
over scheduling of the Aircraft unless such maintenance or inspection can be safely deferred in accordance with applicable laws and regulations and within the sound discretion of the
Pilot-In-Command. 


        (e)   Lessor
shall have sole and exclusive authority over the scheduling of the Aircraft, including which Aircraft is used for any particular flight. 



        (f)    Lessor
shall not be liable to Lessee or any other person for loss, injury, or damage occasioned by the delay or failure to furnish the Aircraft and crew pursuant to this
Agreement for any reason. 


3.     Time-Sharing Arrangement.


        It
is intended that this Agreement will meet the requirements of a "Time Sharing Agreement" as that term is defined in FAR Part 91.501(c)(1) whereby Lessor will lease its Aircraft
and flight crew to Lessee. 


4.     Cost of Use of Aircraft.



        (a)   In
exchange for use of the Aircraft, Lessee shall pay the direct operating costs of the Aircraft permitted pursuant to FAR 91.501 for any flight conducted under this
Agreement or a lesser amount as mutually agreed to by the Parties. Pursuant to FAR 91.501(d), those direct operating costs shall be limited to the following expenses for each use of the Aircraft: 




	(1)
	Cost
of Fuel, Oil, Lubricants and Other Additives;



	(2)
	Travel
expenses of the crew, including food, lodging, and ground transportation. 


 



	(3)
	Hangar
and tie-down costs away from the Aircraft's base of operation.



	(4)
	Insurance
obtained for the specific flight.



	(5)
	Landing
fees, airport taxes, and similar assessments.



	(6)
	Customs,
foreign permit, and similar fees directly related to the flight.



	(7)
	In
flight food and beverages.



	(8)
	Passenger
ground transportation.



	(9)
	Flight
planning and weather contract services.



	(10)
	An
additional charge equal to 100 percent of the expenses listed in sub-paragraph (a)(1) of this section. 





        (b)   Lessor
will invoice, and Lessee will pay, for all appropriate charges. 


        (c)   In
addition to the rental rate referenced in Section 4(a) above, Lessee shall also be assessed the Federal Excise Taxes as imposed under Section 4261 of
the Internal Revenue Code, and any segment and landing fees associated with such flight(s). 


5.     Invoicing and Payment.


        All
payments to be made to Lessor by Lessee hereunder shall be paid in the manner set forth in this Paragraph 5. Lessor will pay to suppliers, employees, contractors and
government entities all expenses related to the operations of the Aircraft hereunder in the ordinary course. As to each flight operated hereunder, Lessor shall provide to Lessee an invoice for the
charges specified in Paragraph 4 of this Agreement (plus domestic or international air transportation Excise Taxes, as applicable, imposed by the Internal Revenue Code and collected by Lessor),
such invoice to be issued within thirty (30) days after the completion of each such flight. Lessee shall pay Lessor the full amount of such invoice upon receipt of the invoice. In the event
Lessor has not received a supplier invoice for reimbursable charges relating to such flight prior to such invoicing, Lessor shall issue a supplemental invoice for such charges to Lessee within thirty
(30) days of the date of receipt of the supplier invoice and Lessee shall pay such supplemental invoice amount upon receipt thereof. All such invoices shall separately itemize the expenses in
items (1) through (10) of paragraph 4(a) for each flight included in that invoice. Delinquent payments, defined as payments received more than thirty (30) days after
invoice, to Lessor by Lessee hereunder shall bear interest at the rate of ten percent (10%) per annum from the due date until the date of payment. Lessee shall further pay all costs incurred by Lessor
in collecting any amounts due from Lessee pursuant to the provisions of this Paragraph 5 after delinquency, including court costs and reasonably attorneys' fees. 


6.     Insurance and Limitation of Liability.  


        Lessor represents that the flight operations for the Aircraft as contemplated in this Agreement will be covered by the Lessor's aircraft all-risk
physical damage insurance (hull Coverage), aircraft bodily injury and property damage liability insurance, passenger, pilot and crew voluntary settlement insurance and statutory workers compensation
and employer's liability insurance. 


        (a)   Insurance.





	1.
	Lessor
will maintain or cause to be maintained in full force and effect throughout the term of this Agreement aircraft liability insurance in respect of the Aircraft in an amount at
least equal to $100 million combined single limit for bodily injury to or death of persons (including passengers) and property damage liability. Lessor will retain all rights and benefits with
respect to the proceeds payable under policies of hull insurance 

 


maintained
by Lessor that may be payable as a result of any incident or occurrence while an Aircraft is being operated on behalf of Lessee under this Agreement. 



	2.
	Lessor
shall use best efforts to procure such additional insurance coverage as Lessee may request naming Lessee as an additional insured; provided, that the cost of such additional
insurance shall be borne by Lessee pursuant to Paragraph 4(a)(4) hereof. 





        (b)   Limitation
of Liability. Lessee agrees that the insurance specified in paragraph 6(a) shall provide its sole recourse for all claims, losses, liabilities,
obligations, demands, suits, judgments or causes of action, penalties, fines, costs and expenses of any nature whatsoever, including attorneys' fees and expenses for or on account of or arising out
of, or in any way connected with the use of the Aircraft by Lessee or its guests, including injury to or death of any persons, including Lessee and its guests which may result from or arise out of the
use or operation of the Aircraft during the term of this Agreement ("Claims"). This Section 6 shall survive termination of this Agreement. 



        (c)   Lessee
agrees that when, in the reasonable view of Lessor's Flight Operations Department or the pilots of the Aircraft, safety may be compromised, Lessor or the pilots
may terminate a flight, refuse to commence a flight, or take other action necessitated by such safety considerations without liability for loss, injury, damage, or delay. Lessee agrees that Lessor's
operation of aircraft is within the operation guidelines of the Lessor's Flight Operations Department Manual the crews are responsible to operate within the guidelines of FAR 91 and the Lessor's
Flight Operations Department Manual. 


        (d)   In
no event shall Lessor be liable to Lessee or his employees, agents, representatives, guests, or invitees for any claims or liabilities, including property damage or
injury and death, and expenses, including attorney's fees, in excess of the amount paid by Lessor's insurance carrier in the event of such loss. 


        (e)   LESSOR
SHALL IN NO EVENT BE LIABLE TO LESSEE OR HIS EMPLOYEES, AGENTS, REPRESENTATIVES, GUESTS, OR INVITEES FOR ANY INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES AND/OR
PUNITIVE DAMAGES OF ANY KIND OR NATURE UNDER ANY CIRCUMSTANCES OR FOR ANY REASON INCLUDING ANY DELAY OR FAILURE TO FURNISH THE AIRCRAFT OR CAUSED OR OCCASIONED BY THE PERFORMANCE OR
NON-PERFORMANCE OF ANY SERVICES COVERED BY THIS AGREEMENT. 



7.     Covenants Regarding Aircraft Maintenance.  


        The Aircraft has been inspected and maintained in the twelve-month period preceding the date hereof in accordance with the provisions of FAR Part 91.
Lessor shall, at its own expense, inspect, maintain, service, repair, overhaul, and test the Aircraft in accordance with FAR Part 91. The Aircraft will remain in good operating condition and in
a condition consistent with its airworthiness certification, including all FAA-issued airworthiness directives and mandatory service bulletins. In the event that any
non-standard maintenance is required during any applicable lease term, Lessor, or Lessor's Pilot-In-Command, shall immediately notify Lessee of the maintenance
required, the effect on the ability to comply with Lessee's dispatch requirements and the manner in which the Parties will proceed with the performance of such maintenance and conduct of the balance
of the planned flight(s). 


8.     No Warranty.  


        NEITHER LESSOR (NOR ITS AFFILIATES) MAKES, HAS MADE OR SHALL BE DEEMED TO MAKE OR HAVE MADE ANY WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, WRITTEN OR
ORAL, WITH RESPECT TO ANY AIRCRAFT TO BE USED HEREUNDER OR ANY ENGINE OR COMPONENT THEREOF INCLUDING, WITHOUT LIMITATION, ANY WARRANTY AS TO DESIGN, COMPLIANCE WITH


 
SPECIFICATIONS, QUALITY OF MATERIALS OR WORKMANSHIP, MERCHANTABILITY, FITNESS FOR ANY PURPOSE, USE OR OPERATION, AIRWORTHINESS, SAFETY, PATENT, TRADEMARK OR COPYRIGHT INFRINGEMENT OR TITLE. 


9.     Operational Control.  


        Lessor shall be responsible for the physical and technical operation of the Aircraft and the safe performance of all flights and shall retain full authority and
control, including exclusive operational control, and possession of the Aircraft at all times during the term of this Agreement. In accordance with applicable FARs, the qualified flight crew provided
by Lessor will exercise all required and/or appropriate duties and responsibilities in regard to the safety of each flight conducted hereunder. The Pilot-In-Command shall have
absolute discretion in all matters concerning the preparation of the Aircraft for flight and the flight itself, the load carried and its distribution, the decision whether or not a flight shall be
undertaken, the route to be flown, the place where landings shall be made and all other matters relating to operation of the Aircraft. Lessee specifically agrees that the flight crew shall have final
and complete authority to delay or cancel any flight for any reason or condition which, in sole judgment of the Pilot-In-Command, could compromise the safety of the flight and
to take any other action which, in the sole 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 to Lessee or any other person for loss, injury, damages or delay. The Parties further agree that Lessor shall not be
liable for delay or failure to furnish the Aircraft and crew pursuant to this Agreement which such failure is caused by government regulation or authority, mechanical difficulty or breakdown, war,
civil commotion, strikes or labor disputes, weather conditions, acts of God or other circumstances beyond Lessor's reasonable control. Lessee agrees that Lessor's operation of aircraft is within the
operation guidelines of the Lessor's Flight Operations Department manual the crews are responsible to operate within the guidelines of FAR 91 and the Lessor's Flight Operations Department manual. 


10.   Governing Law.  


        The Parties hereto acknowledge that this Agreement shall be governed by and construed in all respects in accordance with the laws of the State of Colorado. 


11.   Counterparts.  



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


12.   Entire Agreement.  


        This Time Sharing Agreement constitutes the entire understanding among the Parties with respect to its subject matter, and there are no representations,
warranties, rights, obligations, liabilities, conditions, covenants, or agreements other than as expressly set forth herein. 



13.   Notices and Communications.  


        All notices, requests, demands and other communications required or desired to be given hereunder shall be in writing (except as permitted pursuant to
Paragraph 2(c)) and shall be deemed to be given: (i) if personally delivered, upon such delivery; (ii) if mailed by certified mail, return receipt requested, postage
pre-paid, addressed as follows (to the extent applicable for mailing), upon the earlier to occur of actual receipt, refusal to accept receipt or three (3) days after such mailing;
(iii) if sent by regularly scheduled overnight delivery carrier with delivery fees either prepaid or an arrangement, satisfactory with such carrier, made for the payment of such fees, addressed
(to the extent applicable for overnight delivery) as follows, upon the earlier to occur of actual receipt or the next

 
"Business Day" (as hereafter defined) after being sent by such delivery; or (iv) upon actual receipt when sent by fax, mailgram, telegram or telex: 



If
to LESSOR: 



QWEST
BUSINESS RESOURCES, INC.

1801 California Street

Denver, Colorado 80202 


	Copy:
	Qwest
Legal Department

1801 California Street, 49th Floor

Denver, Colorado 80202 




If
to LESSEE: 



Richard
C. Notebaert

106 South University Boulevard, Number 12

Denver, Colorado 80209 





        Notices
given by other means shall be deemed to be given only upon actual receipt. Addresses may be changed by written notice given as provided herein and signed by the party giving the
notice. 



14.   Further Acts.  


        LESSOR and LESSEE shall from time to time perform such other and further acts and execute such other and further instruments as may be required by law or may be
reasonably necessary to: (i) carry out the intent and purpose of this Agreement; and (ii) establish, maintain and protect the respective rights and remedies of the other party. 


15.   Successors and Assigns.  


        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. 


16.   Severability.  


        In the event that any one or more of the provisions of the Agreement shall for any reason be held to be invalid, illegal, or unenforceable, those provisions shall
be replaced by provisions acceptable to both Parties to this Agreement. 


17.   Flight Crew.  


        Lessor shall employ, pay for and provide a qualified flight crew for all flight operations under this Agreement. 



18.   Base of Operations.  


        For purposes of this Agreement, the base of operation of the Aircraft is Centennial Airport, Denver, Colorado; provided, that such base may be changed permanently
upon notice from Lessor to Lessee. 


19.   Taxes.  


        The Parties acknowledge that reimbursement of all items specified in Paragraph 4, except for subsections (7) and (8) thereof, are subject to
the Federal Excise Tax imposed under Internal Revenue Code 4261 (the "Commercial Transportation Tax"). Lessee shall pay to Lessor (for payment to the

 
appropriate governmental agency) any Commercial Transportation Tax applicable to flights of the Aircraft conducted hereunder. Lessee shall indemnify Lessor for any claims related to the Commercial
Transportation Tax to the extent that Lessee has paid Lessor the amounts necessary to pay such taxes. 


20.   Title.  


        Legal title to the Aircraft shall remain in the Lessor at all times. 


21.   Truth-in-Leasing.  


        The Lessor shall mail a copy of this Agreement for and on behalf of both Parties to: Flight Standards Technical Division, P.O. Box 25724, Oklahoma City,
Oklahoma 73125, within twenty-four (24) hours of its execution, as provided by FAR 91.23(c)(1). Additionally, Lessor agrees to comply with the notification requirements of FAR
Section 91.23 by notifying by telephone or in person the Rocky Mountain FAA Flight Standards District Office at least forty-eight (48) hours prior to the first flight under this
Agreement. 


        (a)   LESSOR
CERTIFIES THAT THE AIRCRAFT HAS BEEN INSPECTED AND MAINTAINED WITHIN THE 12-MONTH PERIOD PRECEDING THE DATE OF THIS AGREEMENT IN ACCORDANCE WITH THE
PROVISIONS OF PART 91 OF THE FEDERAL AVIATION REGULATIONS AND THAT ALL APPLICABLE REQUIREMENTS FOR THE AIRCRAFT'S MAINTENANCE AND INSPECTION THEREUNDER HAVE BEEN MET AND ARE VALID FOR THE OPERATIONS
TO BE CONDUCTED UNDER THIS AGREEMENT. 


        (b)   LESSOR,
WHOSE ADDRESS APPEARS IN PARAGRAPH 13 ABOVE AND WHOSE AUTHORIZED SIGNATURE APPEARS BELOW, AGREES, CERTIFIES AND ACKNOWLEDGES THAT WHENEVER THE AIRCRAFT IS
OPERATED UNDER THIS AGREEMENT, LESSOR SHALL BE KNOWN AS, CONSIDERED AND SHALL IN FACT BE THE OPERATOR OF THE AIRCRAFT AND THAT LESSOR UNDERSTANDS ITS RESPONSIBILITIES FOR COMPLIANCE WITH APPLICABLE
FEDERAL AVIATION REGULATIONS. 


        (c)   THE
PARTIES UNDERSTAND THAT AN EXPLANATION OF FACTORS AND PERTINENT FEDERAL AVIATION REGULATIONS BEARING ON OPERATIONAL CONTROL CAN BE OBTAINED FROM THE NEAREST FAA
FLIGHT STANDARDS DISTRICT OFFICE. 




 


        IN
WITNESS WHEREOF, the Parties hereto have each caused this Agreement to be duly executed on November 2, 2004. 



	

LESSOR:	
 	

 	

 
	

Qwest Business Resources, Inc.	
 	

 	

 
	

 	

/s/  STEVEN W. BLOOM      
	
 	

 	

 
	By:	Steven W. Bloom
	 	 	 
	Its:	Director Flight Operations
	 	 	 
	

LESSEE:	
 	

 	

 
	

Richard C. Notebaert	
 	

 	

 
	

 	

/s/  RICHARD C. NOTEBAERT      
	
 	

 	

 







 


EXHIBIT A  


Qwest Business Resources, Inc.

Aircraft Subject to Time Sharing Agreement  


        Each of the undersigned is a party to the Time Sharing Agreement dated November 2, 2004, by and between Qwest Business Resources, Inc. ("Lessor"),
and Richard C. Notebaert ("Lessee") (collectively the "Parties"), and agrees that from and after January 1, 2005, until this Exhibit A shall be superseded and replaced through agreement
of the Parties or the Time Sharing Agreement shall be terminated pursuant to its terms, the Aircraft described below shall constitute the "Aircraft" described in and subject to the terms of the Time
Sharing Agreement. 


1999
Dassault Falcon Jet Corp. Falcon 50EX 


Manufacturer's
Serial Number 278 


FAA
Registration Number N623QW 


Engine
Model TFE 731-40-1C, Serial Numbers P115183, P115243 and P115185 



	

Dated: November 2, 2004	
 	

 	

 
	

LESSOR:	
 	

 	

 
	

Qwest Business Resources, Inc.	
 	

 	

 
	

 	

/s/  STEVEN W. BLOOM      
	
 	

 	

 
	By:	Steven W. Bloom
	 	 	 
	Its:	Director Flight Operations
	 	 	 
	

LESSEE:	
 	

 	

 
	

Richard C. Notebaert	
 	

 	

 
	

 	

/s/  RICHARD C. NOTEBAERT      
	
 	

 	

 














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Exhibit 10.31


QWEST BUSINESS RESOURCES, INC. AIRCRAFT TIME SHARING AGREEMENT