Abercrombie & Fitch 2010 Annual Report Download - page 115

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EXHIBIT 10.10
AIRCRAFT TIME SHARING AGREEMENT
THIS AIRCRAFT TIME SHARING AGREEMENT (this "Agreement") is made and entered into to be effective as of the 12th day of November, 2010
(the "Effective Date"), by and between Abercrombie & Fitch Management Co., a Delaware corporation having a mailing address of 6301 Fitch Path, New
Albany, Ohio 43054, as lessor (the "LESSOR") and Michael S. Jeffries, an individual with a mailing address c/o The Jeffries Family Office, 2 Easton Oval,
Columbus, Ohio 43219-6036 (the "LESSEE"; and LESSOR and LESSEE, collectively, the "Parties").
Recitals
WHEREAS, the LESSOR is the authorized fractional owner and operator of the Aircraft as described in Exhibit A attached hereto, as the same may be
replaced or substituted from time to time (the "Aircraft"), pursuant that certain Fractional Interest Purchase Agreement, dated as of April 23, 2008 (the
"Lease") by and between the LESSOR and NetJets Sales, Inc., a Delaware corporation, as owner.
WHEREAS, the LESSOR has engaged NetJets Aviation, Inc., a Delaware corporation, to provide fractional ownership program management of the
Aircraft pursuant to a Fractional Ownership Owners Agreement, dated as of April 23, 2008 (the "Owners Agreement"), between NJA and the LESSOR.
WHEREAS, the Owners Agreement recognizes that the LESSOR and each other fractional owner of the Aircraft may desire, from time to time, to use
other aircraft owned by other persons, firms or entities in the event the Aircraft is not available and accordingly, the LESSOR has entered the Aircraft into a
Master Dry-Lease Aircraft Exchange Agreement, dated April 23, 2008, between NetJets Services, Inc., a Delaware corporation ("Services"), and the LESSOR
(the "Dry-Lease Aircraft Exchange Agreement")
WHEREAS, the LESSOR conducts significant business operations in interstate commerce, other than the business of providing transportation by air.
WHEREAS, the LESSOR and the LESSEE desire to lease the Aircraft (including other aircraft that are subject to the Dry-Lease Aircraft Exchange
Agreement) and flight crew on a time sharing basis as defined in Section 91.501(c)(1) (14 C.F.R. § 91.501(c)(1)) of the Federal Aviation Regulations
("FARs"), as amended or replaced from time to time, with respect to the Aircraft on an "as-needed, as available" basis under the terms and conditions of this
Agreement.
NOW, THEREFORE, for valuable consideration, the sufficiency of which is hereby acknowledged, the Parties, intending to be legally bound, hereby
recite and agree as follows:
Section 1. Time Share of Aircraft.
1.1. Subject Matter of Agreement. LESSOR agrees to lease the Aircraft pursuant to the terms of the Fractional Interest Purchase Agreement, Fractional
Interest Owners Agreement, Fractional Ownership Program Management Services Agreement, and Master Dry-Lease Aircraft Exchange Agreement (the
"NetJets Program Documents") (including other aircraft that are subject to the Dry-Lease Aircraft Exchange Agreement) to LESSEE, on as "as needed — as
available" basis, pursuant to the provisions of FAR 91.501(b)(6), (b)(10) and (c)(1) and to cause NJA to provide a fully qualified flight crew for all operations
for flights scheduled during the Term (as hereinafter defined).
1.2. Operational Control. LESSOR shall possess "operational control" of the Aircraft as defined in FAR 1.1 at all times during the Term.