Exhibit 10.12
TIME-SHARING AGREEMENT
(N219FL)
This Time-Sharing Agreement (the "Agreement') is made effective as of March 15,
2004 (the "Effective Date"), by and between JOSTENS, INC., a Minnesota
corporation ("Sublessor") and ROBERT C. BURHMASTER ("Sublessee").
RECITALS
WHEREAS, Sublessor is the lessee of that certain aircraft identified as a
Citation Jet CJ2, bearing serial number 111and FAA registration number N219FL,
including two (2) Williams/Rolls Royce FJ44-2C aircraft engines, bearing
manufacturer's serial numbers 126090 and 126091 installed thereon, together with
the auxiliary power unit, avionics, equipment, components, accessories,
instruments and other items installed in or attached to the airframe, all spare
parts, any replacement part(s) or engine(s) which may be installed on the
aircraft from time to time, and all logs, manuals and other records relating to
such aircraft (collectively, the "Aircraft"); and
WHEREAS, Sublessor employs a fully qualified flight crew to operate the
Aircraft; and
WHEREAS, Sublessee desires to lease the Aircraft and flight crew from Sublessor
on a time-sharing basis, as defined in Section 91.501(c)(1)of the Federal
Aviation Regulations ("FARs").
NOW, THEREFORE, for and in consideration of the mutual promises, covenants and
conditions herein set forth, Sublessor and Sublessee agree as follows:
1.
LEASE OF AIRCRAFT.
SUBLESSOR AGREES TO
LEASE THE AIRCRAFT TO SUBLESSEE PURSUANT TO THE PROVISIONS OF FAR 91.501(C)(1)
AND TO PROVIDE A FULLY QUALIFIED FLIGHT CREW FOR ALL OPERATIONS FOR THE PERIOD
COMMENCING ON THE EFFECTIVE DATE OF THIS AGREEMENT AND TERMINATING ON MARCH 15,
2009 OR SOONER PURSUANT TO SECTION 18.
NOTHING CONTAINED IN THIS AGREEMENT
SHALL BE DEEMED TO PROHIBIT SUBLESSOR, IN ITS DISCRETION, FROM SUBSTITUTING FOR
THE AIRCRAFT ANY DIFFERENT AIRCRAFT OF ANY TYPE OR MODEL.
2.
SUBLESSEE'S PAYMENT OBLIGATIONS.
SUBLESSEE SHALL PAY SUBLESSOR FOR EACH FLIGHT CONDUCTED UNDER THIS AGREEMENT AN
AMOUNT EQUAL TO THE SUM OF EACH CATEGORY OF EXPENSE SET FORTH BELOW, PROVIDED
HOWEVER, SUCH AMOUNT SHALL IN NO EVENT EXCEED THE SUM OF THE FOLLOWING EXPENSES
AUTHORIZED BY FAR SECTION 91.501(D):
(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;
(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 SECTION 2.
3.
INVOICING FOR FLIGHTS.
SUBLESSOR SHALL
PAY ALL EXPENSES RELATED TO THE OPERATION OF THE AIRCRAFT WHEN INCURRED AND WILL
PROVIDE, OR CONTRACT WITH THIRD PARTIES TO PROVIDE, A MONTHLY INVOICE TO
SUBLESSEE SETTING FORTH THE EXPENSES OF EACH SPECIFIC FLIGHT THROUGH THE LAST
DAY OF THE MONTH IN WHICH ANY FLIGHT OR FLIGHTS FOR THE ACCOUNT OF SUBLESSEE
OCCUR, WHICH EXPENSES SHALL NOT EXCEED THE AMOUNT PERMITTED UNDER FAR SECTION
91.501(D). SUBLESSEE SHALL PAY SUBLESSOR FOR THE TOTAL AMOUNT SET FORTH ON EACH