d063021dex102






 

 

 

 

Exhibit 10.2 
 
 
 
TIME SHARING AGREEMENT 
 
This 
Time 
Sharing 
Agreement 
(the 
“
Agreement
”) 
is 
entered 
into 
as 
of 
the 
last 
date 
set 
forth 
under 
the 
signatures 
of 
the 
parties, 
by 
and 
between 
_____________
, 
with 
offices 
at 
_____________
 
(“
Lessor
”), 
and 
_____________
, 
with 
a 
business 
address 
of 
_____________
 
(“
Lessee
”). 
 
 
RECITALS 
 
 
WHEREAS 
_____________
 
(“
Owner
”) 
is 
the 
registered 
owner 
of 
the 
aircraft 
(“
Aircraft
”) listed on 
Exhibit B
 
attached hereto; and 

 
WHEREAS, Lessee desires to lease said Aircraft with flight crew from 
Lessor pursuant to 
this Agreement 
on a 
non-exclusive time-sharing 
basis as 
defined in 
14 C.F.R. 
§ 91.501(c)(1) 
of 
the Federal Aviation Regulations (“
FAR
”); 

 
The parties agree as follows: 
 
1. 
Provision of 
Aircraft; Term
. Lessor 
agrees to 
lease the 
Aircraft to 
Lessee pursuant 
to the provisions of 14 C.F.R. § 91.501(c)(1) and, in accordance with Section 7 hereof, to provide 
a fully qualified flight crew for all 
operations. This Agreement shall commence on 
the date hereof 
(the “
Effective Date
”), and continue 
for the remaining 
portion of the 
Calendar Year 
(“
Calendar 
Year
” being defined as 
the period beginning January 
1
st
 
of each year 
and ending December 31
st
 
of 
the 
same 
year). 
Thereafter, 
this 
Agreement 
shall 
automatically 
renew 
on 
January 
1
st
 
of 
each 
subsequent Calendar 
Year, 
unless and 
until terminated 
pursuant to 
the terms 
of this 
Agreement. 
Except as otherwise provided in Section 9, either party may at any time terminate this Agreement 
upon ten (10) business days’ 
written notice to the other party. 

 
2. 
Reimbursement
. 
Lessee 
shall 
pay 
Lessor 
for 
each 
flight 
conducted 
under 
this 
Agreement 
(including 
all 
applicable 
“deadhead” 
positioning 
flights) 
as 
agreed 
by 
Lessor 
and 
Lessee, but 
NOT MORE THAN
 
the amount authorized by 14 C.F.R. 
§ 91.501(d). The expenses 
authorized by 14 C.F.R. § 91.501(d) include: 
 
(a)
 
Fuel, oil, lubricants, and other additives;
 
 
(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;
 






 

 

 

Exhibit 10.2 
 
 
(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 
subsection
 
(a) 
of this Section 2. 

 
3. 
Expenses; Invoicing; Taxes
. Lessor will pay all expenses related to the 
operation 
of the Aircraft when 
incurred and will 
provide an invoice 
to Lessee for the 
expenses enumerated 
in Section 
2 as 
well as 
all applicable 
FET and 
any other 
applicable Taxes (as such 
terms are 
defined 
herein), 
and Lessee 
shall pay 
to Lessor 
all such 
invoiced amounts 
upon Lessee’s 
receipt of 
such 
invoices, all in accordance with Lessor’s internal procedures. 

 
Except 
as 
may 
otherwise 
be 
specifically 
provided 
in 
14 
C.F.R. 
§ 
91.501
, 
but 
notwithstanding anything else to the 
contrary herein, and whether or not 
such Taxes 
are invoiced 
to 
Lessee 
in 
accordance 
with 
this 
Section 
3, 
Lessee 
shall 
be 
responsible 
for, 
and 
agrees 
to 
indemnify, 
defend, 
and 
hold 
Lessor 
harmless 
from 
and 
against, 
and 
shall 
pay 
to 
Lessor 
in 
accordance with this Section 3 
(or, in all other cases, to 
the applicable authority when 
due) the full 
amount of any 
and all 
FET (as defined 
herein), sales, 
use, retail, excise, 
value added 
tax (VAT), 
or other taxes, fees, duties, claims, or charges of 
any and every kind or nature whatsoever as well 
as any penalties, interest and 
attorneys’ fees relating thereto that 
are or may be assessed, 
levied, or 
imposed by any federal, foreign, national, state, county, district, city, local, or other governmental 
authority 
or 
jurisdiction 
or 
airport 
as 
a 
result 
of 
this 
Agreement 
and/or 
any 
flights 
conducted 
pursuant to 
this Agreement. 
Without 
limiting the 
generality of 
the foregoing, 
Lessor and 
Lessee 
specifically acknowledge that 
all flights under 
this Agreement shall 
be subject to 
commercial air 
transportation excise taxes pursuant to 
26 U.S. Code § 4261 (any and all such taxes, “
FET
”)
. 

 
The 
indemnities 
and 
Lessee’s 
obligations 
set 
forth 
in 
this 
Section 
3 
shall 
survive 
the 
termination of this Agreement. 
 
4. 
Flight 
Requests
. 
Lessee 
will 
provide 
Lessor 
with 
requests 
for 
flight 
time 
and 
proposed flight schedules in 
accordance with Lessor’s internal 
procedures and as 
far in advance of 
any given 
flight as 
possible. Requests 
for flight 
time shall 
be in 
a form, 
whether written 
or oral, 
mutually convenient to, 
and agreed upon 
by the 
parties and in 
accordance with 
Lessor’s internal 
procedures. 

 
5. 

Flight 
Scheduling
. 
Lessor 
shall 
have 
final 
authority 
over 
the 
scheduling 
of 
the 
Aircraft, provided that 
Lessor will 
use reasonable 
efforts to 
accommodate Lessee’s 
needs and 
to 
avoid conflicts in scheduling, consistent 
with Lessor’s (and any other 
operator and/or lessee of 
the 
Aircraft’s) 
use 
of 
the 
Aircraft 
and 
as 
permitted 
by 
(and subject 
to 
the 
requirements 
of) 
Owner. 







 

 

 

 

Exhibit 10.2 
 
Lessor shall have no obligation under this Agreement to arrange for 
or to provide air travel in the 
event that the Aircraft 
is unavailable to satisfy 
Lessee’s requests 
for flight time 
for any reason or 
if Owner otherwise does not consent to such use. 
 
6. 

Aircraft 
Maintenance
. 
Lessor 
shall 
be 
solely 
responsible 
for 
securing 
repairs, 
maintenance, 
preventive 
maintenance 
and 
required 
or 
otherwise 
necessary 
inspections 
of 
the 
Aircraft, and 
shall take 
such requirements 
into account 
in scheduling 
the Aircraft. 
No repair, period 
of 
maintenance, 
preventive 
maintenance, 
or 
inspection 
shall 
be 
delayed 
or 
postponed 
for 
the 
purpose 
of 
scheduling 
the 
Aircraft, 
unless 
said 
repair, 
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. 

 
7. 
Flight Crew
. Lessor shall provide to 
Lessee a qualified flight crew for 
each flight 
undertaken under this Agreement. 
 
8. 
Operational 
Authority
. 
In 
accordance 
with 
the 
applicable 
FARs, 
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 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. 
The 
pilot 
in 
command 
shall 
have 
final 
and 
complete 
authority 
to 
delay 
or 
cancel 
any 
flight 
for 
any 
reason or 
condition 
which 
in 
his judgment 
would compromise 
the 
safety of 
the 
flight. 
No 
such 
action 
of 
the 
pilot 
in 
command 
shall 
create 
or 
support 
any 
liability 
for 
loss, 
injury, 
damage, or 
delay to 
Lessee or 
any other 
person. The 
parties further 
agree that 
Lessor shall 
not be 
liable for 
delay or failure 
to furnish 
the Aircraft and 
crew pursuant to 
this Agreement when 
such failure is 
caused by the demands of the Lessor’s 
(or any other operator or lessee of the 
Aircraft’s) business 
operations 
requiring 
use
 
of 
the 
Aircraft, 
actions 
or 
inactions 
(including 
the 
withdrawal 
or 
withholding 
of, 
or 
refusal 
to 
provide, 
consent) 
of 
Owner, 
government 
regulation 
or 
authority, 
mechanical difficulty, 
war, civil commotion, 
strikes or labor disputes, weather conditions, acts 
of 
God, or any other cause or occurrence beyond Lessor’s reasonable control. 
 
9. 
Insurance
. At 
all times 
during the 
term of 
this Agreement, 
Lessor shall 
maintain 
the following insurance coverages from insurance carriers acceptable to Lessee: 

 
(a)
 
Aircr
aft Physical 
Damage insurance in 
an amount 
at least equal 
to the fair 
market value of the Aircraft; and 

 
(b)
 
Aircraft 
Liability 
Insurance 
–
 
Combined 
Single 
Limit 
Bodily 
Injury 
and 
Property 
Damage, 
Including 
Passengers, 
of 
at 
least 
$100,000,000 
for 
each 
occurrence. 
Such coverage shall: 
 
i.
 
Be 
primary, 
non-contributing 
with 
any 
insurance 
maintained 
by 
Lessee; 
 
ii.
 
Name Lessee and his guests as additional insureds; 






 

 

Exhibit 10.2 
 
 
iii.
 
Expressly waive subrogation against Lessee; and 
 
iv.
 
Provide at 
least thirty 
(30) days 
advance written 
notice to 
Lessee of 
any material changes, cancellation, or non-renewal. 
 
If 
requested 
in 
writing 
by 
Lessee, 
Lessor 
shall 
furnish 
Lessee 
with 
duly 
executed 
certificates 
evidencing 
all 
required 
insurance 
coverages, 
limits 
and 
requirements, 
together 
with 
satisfactory evidence 
of the 
premium payment. 
Lessee retains 
the right 
to terminate 
this Agreement 
immediately if Lessor fails to 
provide adequate and proper evidence of required 
insurance within 
a reasonable time after Lessee’s written request for such evidence. 
 
Lessor shall also bear the 
cost of paying any deductible amount 
on any policy of insurance 
in the event of a claim or loss. 
 
Each liability 
policy shall 
be primary 
without right 
of contribution 
from any 
other insurance 
which is carried by Lessee or Lessor and shall expressly provide that all of the provisions thereof, 
except the 
limits of 
liability, 
shall operate 
in the 
same manner 
as if 
there were 
a separate 
policy 
covering each insured. 
 
10. 
Lessee Warranties
. Lessee warrants that: 
 
(a)
 
Lesse
e 
will 
use 
the 
Aircraft 
for 
and 
on 
account 
of 
Lessee 
and 
Lessee’s 
guests’ 
personal 
travel 
needs 
and 
will 
not 
use 
the 
Aircraft 
for 
the 
purpose 
of 
providing 
transportation of passengers or cargo in air commerce for compensation or hire; and 
 
(b)
 
Lessee will 
refrain from incurring any mechanics 
or other lien and shall 
not 
attempt 
to 
convey, 
mortgage, 
assign 
or 
lease 
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. 

 
The terms of this Section 10 shall survive the termination of this Agreement. 
 
11. 
Lessor Indemnity
. Lessor hereby indemnifies Lessee and agrees to hold harmless 
Lessee from and against 
any liabilities, obligations, losses 
(excluding loss of anticipated 
profits), 
damages, 
claims, 
actions, 
suits, 
costs, 
expenses 
and 
disbursements 
(“Losses”) 
imposed 
on, 
incurred 
by 
or 
asserted 
against 
Lessee 
arising 
out 
of 
or 
resulting 
from 
the 
ownership, 
lease, 
maintenance, repair, 
possession, use, 
operation, 
condition, or 
other disposition 
or application 
of 
the 
Aircraft. 
Lessor’s 
obligation 
to 
indemnify 
Lessee 
under 
this 
Section 
11 
shall 
not, 
however, 
extend to any Loss (i) 
resulting from the willful misconduct or 
gross negligence of Lessee, (ii) to 
the 
extent 
such 
Loss 
is 
a 
direct 
result 
of 
any 
failure 
of 
Lessee 
to 
comply 
with 
any 
covenants 
required to be performed 
or observed by him 
under this Agreement, or 
(iii) to the extent such 
Loss 
is a 
direct result 
of any 
breach by 
Lessee of 
any of 
Lessee’s warranties or 
representations contained 
in this Agreement. 

 






 

 

 

 

 

 

 

 

Exhibit 10.2 
 
12. 
Lessee Indemnity
. Lessee hereby indemnifies Lessor and agrees to hold harmless 
Lessor from and against any Losses imposed on, incurred by or asserted against Lessor (i) arising 
out of or 
resulting from 
the willful misconduct 
or gross 
negligence of 
Lessee, (ii) to 
the extent 
such 
Loss 
is 
a 
direct 
result 
of 
any 
failure 
of 
Lessee 
to 
comply 
with 
any 
covenants 
required 
to 
be 
performed or observed 
by him, 
or (iii) to 
the extent 
such Loss is 
a direct result 
of any breach 
by 
Lessee of any of Lessee’s warranties or representations contained in this Agreement. 

 
13. 
Permanent Base 
of Operations
. For 
purposes of 
this Agreement, 
the permanent 
base of operation of the Aircraft shall be in __________. 
 
14. 
No 
Assignment; 
Successors 
and 
Assigns; 
Entire 
Agreement
. 
Neither 
this 
Agreement nor any party’s 
interest herein shall be 
assignable. 
This Agreement shall inure 
to the 
benefit 
of 
and 
be 
binding 
upon 
the 
parties 
hereto, 
their 
representatives 
and 
successors. 
This 
Agreement 
constitutes 
the 
entire 
understanding 
between 
Lessor 
and 
Lessee, 
and 
any 
change 
or 
modification must be in writing and signed by both of Lessor and Lessee. 
 
15. 

No Joint Venture
. 
Nothing herein shall be construed to create a partnership, joint 
venture, franchise, or any relationship of principal and agent between Lessor and Lessee. 
 
16. 
Amendments; Waivers
. This Agreement 
shall not be modified 
or amended except 
by an 
instrument in 
writing signed 
by authorized 
representatives of 
Lessor and 
Lessee. Waivers 
shall not 
be effective 
except in 
writing signed 
by an 
authorized representative 
of the 
party to 
be 
bound. 

 
 
17. 

Notices
. 
All 
communications 
and 
notices 
provided 
for 
herein 
shall 
be 
in 
writing 
and shall become effective when delivered by 
electronic mail transmission or by Federal Express 
or other overnight 
courier or four 
(4) days following 
deposit in the 
United States mail, 
with correct 
postage for first-class mail prepaid, addressed to Lessor or 
Lessee at their respective addresses set 
forth under 
their signatures 
below, 
or else 
as otherwise 
directed by 
the other 
party from 
time to 
time in writing. 
 
18. 

Applicable Law; 
Counterparts
. This 
Agreement is 
entered into 
under, 
and is 
to 
be construed in accordance with, the laws of Texas and the applicable FAR. 
This Agreement may 
be 
executed 
by 
the 
parties 
by
 
digital 
signature 
or
 
electronic 
or 
facsimile 
transmission 
in 
counterparts, 
each 
of 
which, 
when 
duly 
executed, 
whether 
by 
digital 
signature 
or 
electronic 
or 
facsimile transmission, shall constitute an original hereof. 

 
19. 
TRUTH-IN-LEASING STATEMENT 
UNDER 14 C.F.R. § 91.23
. 
 
THE 
AIRCRAFT 
LISTED 
ON 
EXHIBIT 
B 
ATTACHED 
HERETO 
HA
S
 
BEEN 
MAINTAINED 
AND 
INSPECTED 
UNDER 
FAR 
PART 
91 
DURING 
THE 
12 
MONTH 
PERIOD PRECEDING THE DATE OF THIS AGREEMENT OR, IF THE AIRCRAFT IS LESS 
THAN 
12 
MONTHS 
OLD, 
SINCE 
NEW. 
__________, 
CERTIFIES 
THAT 
THE 
AIRCRAFT 
LISTED 
ON 
EXHIBIT 
B 
ATTACHED 
HERET
O 
IS
 
COMPLIANT 
WITH 
APPLICABLE 
MAINTENANCE 
AND 
INSPECTION 
REQUIREMENTS 
OF 
FAR 
PART 
91 
FOR 
THE 






Exhibit 10.2 
 
OPERATIONS 
TO BE CONDUCTED UNDER THIS AGREEMENT. 

 
THE 
AIRCRAFT 
LISTED 
ON 
EXHIBIT 
B 
ATTACHED 
HERETO 
WILL 
BE 
MAINTAINED 
AND 
INSPECTED 
UNDER 
FAR 
PART 
91 
FOR 
OPERATIONS 
TO 
BE 
CONDUCTED UNDER THIS AGREEMENT. 

 
DURING THE 
DURATION 
OF THIS 
AGREEMENT, 
__________, IS 
CONSIDERED 
RESPONSIBLE 
FOR 
OPERATIONAL 
CONTROL 
OF 
THE 
AIRCRAFT 
LISTED 
ON 
EXHIBIT B ATTACHED 
HERETO UNDER THIS AGREEMENT. 
 
AN EXPLANATION 
OF FACTORS BEARING ON OPERATIONAL 
CONTROL AND 
PERTINENT 
FEDERAL 
AVIATION 
REGULATIONS 
CAN 
BE 
OBTAINED 
FROM 
THE 
RESPONSIBLE FAA FLIGHT STANDARDS 
DISTRICT OFFICE. 
 
THE 
“INSTRUCTIONS 
FOR 
COMPLIANCE 
WITH 
TRUTH 
IN 
LEASING 
REQUIREMENTS” ATTACHED 
HERETO IN 
EXHIBIT A ARE 
INCORPORATED 
HEREIN 
BY REFERENCE. 
 
THE 
UNDERSIGNED, 
AS 
A 
DULY 
AUTHORIZED 
OFFICER 
OF 
__________, 
CERTIFIES 
THAT 
IT 
IS 
RESPONSIBLE 
FOR 
OPERATIONAL 
CONTROL 
OF 
THE 
AIRCRAFT LISTED 
ON EXHIBIT 
B ATTACHED 
HERETO AND THAT IT UNDERSTANDS 
ITS RESPONSIBILITIES 
FOR COMPLIANCE 
WITH APPLICABLE 
FEDERAL AVIATION 
REGULATIONS. 
 
 
[SIGNATURE 
BLOCK IS ON THE FOLLOWING PAGE] 






Exhibit 10.2 
 
 
IN 
WITNESS 
WHEREOF
, 
the 
parties 
have 
executed 
this 
Agreement, 
intending 
to 
be 
legally bound. 
 
 
(LESSOR) 
 
 
By
: 
____________________________
 
 
 
Name:
 
__________________________
 
 
Title: 
____________________________ 

Date: _________________ 
 

 
 
Address:
 
 
 
Phone: _________________ 
Facsimile: ______________ 
Email: _________________ 
 
 
(LESSEE) 
 
 
______________________________
 
 
 
 
Date: _________________ 
 
 
 
Address:
 
 
 
 
 
 
 






 

Exhibit 10.2 
 
EXHIBIT A 
 
INSTRUCTIONS FOR COMPLIANCE 

WITH “TRUTH IN LEASING” REQUIREMENTS 
 
 
1.
 
Mail a copy of the lease to the following address via certified mail, return 
receipt requested, immediately upon execution of the lease (14 C.F.R. § 
91.23 requires that the copy be sent within twenty-four hours after it is 
signed): 
 
Federal Aviation Administration 
Aircraft Registration Branch 
ATTN: 
Technical Section 
P.O. 
Box 25724 
Oklahoma City, Oklahoma 73125 
 
2.
 
Telephone or fax the nearest Flight Standards District Office 
at least forty
-
eight hours prior to the first flight under this lease. 
 
3.
 
Carry a copy of the lease in the aircraft at all times.