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OCT ^ m3 

Lesli e H. Arps, Esq. 

Skadden, Arps, Slate, Meagher 6 Flom 

Counsel for Executive M r Fleet > 

Corporation 

919 Third Avenue 

New York, New. York 10022 

Dear Mr. Arps: 

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In your September 6, 1973 letter you have asked for our opinion as to 

whether,, in the circjomstanceB described-in. your letter, -EiecuClve Air 

Fleet Corporation' (£AF)-has "exclusive use" of the aircraft lliated on 

Its operations specifications pursuant to'fi 121.155(d) of the Federal 

Aviation Regulations, In your letter you provide the following facts: 

EAF is a Delaware corporation, wltli Its principal place of 

business at Teterboro Airport, Teterboro, New Jersey; 

It holds an Air Taxi/Coinnerclal Operator certificate 

("Certificate'"^ Issued under the Federal Aviation 

Regulations Part 135 .and,- among other things, conducts an -^/^ 

. air taxi charter operation under an.exemption from the Civil CL 

Aeronautics Board pursuant to Part 298 of the Board's Economic |& 

Regulations. 

EAF perforas management and consulting services for its 

clients (^'Clients") who own [or have, a long-term dry lease 

of an] executive. JGt aircraft. i.The CltcntB consist of large 

corporations., and. wealthy individuals-, who own aircraft for 

the purpose of transporting their own-corporate'executives 

or themselves,..as. the case may. be, and' their guests. The 

Clients operate their aircraft under the Federal Aviation 

Hegulatlons Part 91. Pursuant to contracts between EAF 

and suchiClients, EAF performs a:multitude of advisory 

functions related to the Clients* operation of their aircraft. 

Four of EAF's present Clients have detenulned that in order to 

utilize their aircraft ,efficiently It would be desirable to have 

their aircraft**chartered to chird parties from time to tinje 

when not being used by them. In order to accomplish this, EAF 

charters the aircraft for the owners under Its Certificate. *** 

CONCURRENCES 

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In order to obtain control of the airctrafc aa required In 

121.155'for the purpose of conducting such charter flights, 

EAF amended the bdslc management contracts with such Clients 

to provide, among other things, as follows: 

(a) The Client rellnqulahes control of all operaclona 

of the aircraft to EAF with respect to charter flights 

and EAF has cxclualve control over the operation of the 

charter flights. 

(b) In order for EAF to gain control of the maintenance 

program as required by the FAA In connection with charter 

operations, the Client grants Co EAF the right to adopt 

the required maintenance program. This maintenance program 

adopted by EAF" le continuous whether EAT is operating a 

• charter- or whether the Client Is operating the aircraft 

for his own account. 

(c) The Client.agrees to pay any and all costs of the 

operations of the aircraft for the charter flights, 

including any additional costs of the maintenance program 

adopted by EAF or additional crew coats due to EAF's 

decision to assign t o such charter fllghts» crews other 

than the one ordinarily assigned to the Client's use of 

hia aircraft. 

Under the.present agreements consisting of the Aircraft Management 

Agreement and the Charter Amendment, the Client yields control of 

the aircraft to EAF for the sole purpose of conducting charter 

flights under EAF's Certificate and at all other timea the aircraft 

is under the control of the Client for hie own operation and use 

under FAR Pert 91. 

Section 121.155(a)(1) requires that each aupplemental air carrier or 

commercial operator, have exclusive use of any aircraft It uses. 

Paragraph (d) of % 121.155 defines exclusive use as the sole possession,-

control, and use of the aircraft for flights, aa oimer, or under a 

written agreement (including agreements for the performance of required 

maintenance) giving the certificate holder that posaession, control, arid 

use for at least six months. 

CONCURHENa 

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You state that at all times other than during charter flights conducted 

under EAF's Air Taxl/Coimnercial Operator Operating Certificate the aircraft will be "under the control of the client for his own operation 

under FAR Part 91." Accordingly, EAF would not have sole possession, 

control, and use of the aircraft during the period of the written agree' 

raent between It and Its client. . 

It is the opinion of this office that, under the circumstances you have 

described. Executive Air Fleet Corporation ifl^uld hot have "exclusive 

use" of the subject aircraft within the meaning of i 121,155. 

Sincerely, 

ORIGINAL SIGNED BY 

R' G. LEARY ^ . . 

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DEWEY R. ROARK, JR. • 

Assistan t Chief Counse l 

Regulation s and Codificatio n Divisio n 

Offic e of the Chie f Counsel 

c c : 

AGC-1 AF3-40 

AGC-3 AFS-400 

AGC-20 

AGC-22 

AGC-26 

Mr. Byrne 

AGC-22:DPByrne:lr:63080:25SEP73 

CONCURRENCE' 

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