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EXHIBIT 10.4
ASSIGNMENT AND ASSUMPTION AGREEMENT
ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement") dated as of
January 9, 1997, among XXXXXX XXXXX & ASSOCIATES, INC., a California
corporation (the "Assignor"), SUMMIT AVIATION, INC., a California corporation
(the "Assignee"), and NATIONSBANC LEASING CORPORATION OF NORTH CAROLINA, a
North Carolina corporation ("Secured Party").
Reference is made to (a) the Aircraft Security Agreement (the "Security
Agreement") dated as of April 25, 1996, among the Assignor, as Debtor, and
Secured Party, as Secured Party as more particularly described on Annex I
attached hereto, (b) the Secured Promissory Note (the "Note") dated April 25,
1996, from the Assignor to the Secured Party, (c) the Guarantees (the
"Guarantees") dated April 25, 1996, from Mr. Xxxxxx Xxxxx and Xxx. Xxxxx Xxxxx
(each a "Guarantor" collectively, the "Guarantors") to the Secured Party and
(d) the Aircraft (the "Aircraft") described in the Security Agreement. Loans
made to the Assignor by the Secured Party under the Security Agreement in the
aggregate principal amount of $4,962,248.28 are outstanding as of the date
hereof.
The Assignor and the Assignee are proposing that Assignor sell the
Aircraft to Assignee (the "Transaction"), and in connection therewith, the
Assignee will assume the due and punctual payment of all amounts payable by the
Assignor under, and the due and punctual performance and observance of all the
terms, covenants, agreements and conditions of, the Security Agreement and the
Note to the same extent as if the Assignee had been the original party to the
Security Agreement and the Note. As a condition to the Transaction, the Secured
Party has required that such assumption be separately evidenced by this
Agreement and that the Guarantors each enter into a new guarantee (a "New
Guarantee") in substantially the form of the Guarantees.
Accordingly, the Assignor and the Assignee, intending to be legally bound,
hereby agree with the Secured Party as follows:
SECTION 1. Definitions. All capitalized terms not otherwise defined
herein shall have the respective meanings set forth in the Security Agreement.
SECTION 2. Assignment and Assumption. The Assignor hereby assigns,
transfers and conveys to the Assignee, as the new owner of the Aircraft, all of
the Assignor's rights, interests, duties, obligations and liabilities in, to
and arising under the Security Agreement and the Note. The Assignee hereby
accepts and acknowledges its assumption of the Security Agreement and the Note
and assumes all of the obligations of the Assignor under the Security Agreement
and the Note, including the due and punctual payment of the principal of and
interest on the Loan, when and as due, and the due and punctual performance and
observance of all the terms, covenants, agreements and conditions of the
Security Agreement and the Note to be performed or observed by the Assignor, to
the same extent as if the Assignee had been the original party the Security
Agreement and the Note (collectively, the "Assigned Obligations"). Upon the
execution and delivery hereof by the Assignor, the Assignee and the Secured
Party and upon the
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satisfaction of all the conditions set forth in Exhibit "A" hereto, the
Assignee shall, as of the date hereof, succeed to the rights and be obligated
to perform the Assigned Obligations. The filing of this Agreement with the FAA
shall be deemed evidence of the satisfaction of the conditions set forth in
Exhibit "A" hereto.
SECTION 3. Release. Upon the assignment to, and assumption by, Assignee
of all of the rights and Assigned Obligations, Assignor shall be released of
its duties, obligations and liabilities under the Security Agreement and the
Note.
SECTION 4. Representations and Warranties. Each of the Assignor and the
Assignee represents and warrants with respect to itself to the Secured Party
that (a) all representations and warranties made by it in the Security
Agreement, before the Transaction with respect to Assignor, and after the
Transaction with respect to Assignee, are and will be true and correct in all
material respects, except to the extent such representations and warranties
expressly relate to an earlier date, in which case they will be true and
correct as of such specific date, and (b) all conditions set forth in Exhibit
"A" hereto have been satisfied.
SECTION 5. Indemnification. Each of the Assignor and the Assignee agrees
to indemnify the Secured Party, its affiliates and its directors, officers,
agents and employees (each an "Indemnitee") and hold each Indemnitee harmless
from and against any and all liabilities, losses, damages, costs and expenses
of any kind, including, without limitation, the reasonable fees and
disbursements of counsel, which may be incurred by such Indemnitee by reason of
any breach of or inaccuracy in the representations, warranties and covenants
made by the Assignor or Assignee in this Agreement on and as of the date hereof.
SECTION 6. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of North Carolina.
SECTION 7. Counterparts; Effectiveness. This Agreement may be signed in
any number of counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument.
SECTION 8. Consent of the Secured Party. Secured Party hereby consents
to the transfer of the Aircraft to the Assignee, the charter of the Aircraft by
the Assignee to the Assignor and the assignment and assumption of the Security
Agreement and the Note pursuant to the terms hereof. Secured Party hereby
waives the requirements of Section 4.3(a) of the Security Agreement solely for
this transfer but not for any other transfers.
SECTION 9. Amendment of Security Agreement. Section 4.3(a) of the
Security Agreement is hereby amended in its entirety to read as follows:
"(a) Conveyance of Interest in Collateral. Sell, lease, assign,
transfer, convey, Grant an interest in, exchange or otherwise dispose of
any of the Collateral, any part thereof or any interest therein or
otherwise cause or permit any of the foregoing to occur; provided, that
Debtor may enter into an aircraft charter agreement with a carrier
appropriately certified under Part 135 of FAR so long as such charter
agreement is subject and subordinate to the Security
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Agreement; provided further, that the Aircraft and Debtor are at all
times in compliance with all statutes, laws, ordinances, regulations
and standards or directives relating to the Aircraft and the use or
operation thereof issued by any governmental agency with jurisdiction
over Debtor or the Aircraft, the non-compliance with which would have
a material adverse effect on the Aircraft, the Secured Party or the
Secured Party's security interest in the Aircraft."
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
and delivered by their duly authorized officers as of the date first above
written.
XXXXXX XXXXX & ASSOCIATES, INC.,
as Assignor
By /s/ XXXXXX X. XXXXX
-----------------------------------
Name: Xxxxxx X. Xxxxx
Title: President
SUMMIT AVIATION, INC.,
as Assignee
By /s/ XXXXXX X. XXXXX
-----------------------------------
Name: Xxxxxx X. Xxxxx
Title: President
NATIONSBANC LEASING CORPORATION OF
NORTH CAROLINA,
as Secured Party
By /s/ XXXXXXX X. XXXXXX
-----------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Senior Vice President
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EXHIBIT "A"
CONDITIONS TO ASSIGNMENT AND ASSUMPTION
In order to be entitled to the rights and be obligated to perform the
Assumed Obligations, Assignee must provide, at Assignee's sole cost and
expense, to the Secured Party, the following documentation:
1. Assignment and Assumption Agreement executed by the parties thereto;
2. Federal Aviation Administration ("FAA") Xxxx of Sale from Assignor to
Assignee;
3. the New Guarantees;
4. Uniform Commercial Code filings as deemed appropriate by the Secured
Party's counsel duly executed by Assignee;
5. the FAA Aircraft Registration Application in the name of the Assignee
regarding the Aircraft;
6. evidence of payment of any and all sales, transfer, use, documentation
or similar taxes due in connection with the acquisition of the
Aircraft by Assignee;
7. certificates of insurance required under Section 5.1 of the Security
Agreement amended to reflect the change in ownership of the Aircraft;
8. Opinion of FAA counsel;
9. Opinion of counsel to Assignee;
10. good standing certificates from the Secretary of State of Assignee's
state of incorporation and for the state where the home airport for
the Aircraft is located; and
11. an officer's certificate from Assignee (A) certifying as to
Assignee's articles of incorporation, by-laws and resolutions (B)
containing an incumbency certificate of Assignee including the
name(s), title(s) and specimen signature(s) of the person(s)
authorized on behalf of Assignee to execute the Assignment and
Assumption Agreement, (C) stating that no material adverse change has
occurred in the condition of the Assignee (financial or otherwise)
since the most recent financial statements of Assignee were delivered
to Secured Party that would impair the ability of Assignee to pay or
perform its obligations hereunder and (D) stating that no Default or
Event of Default shall have occurred and be continuing as of the date
hereof.
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ANNEX I
DESCRIPTION OF SECURITY AGREEMENT
Aircraft Loan and Security Agreement dated as of April 25, 1996 between
Xxxxxx Xxxxx & Associates, Inc., as debtor, and NationsBanc Leasing Corporation
of North Carolina, as secured party, which was recorded by the Federal
Aviation Administration on May 1, 1996 and assigned Conveyance No. P06580.
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GUARANTEE
FOR VALUE RECEIVED and in consideration of any financial accommodations now or
hereafter made to Summit Aviation, Inc. (together with its successors and
assigns, "Obligor"), which accommodations will be to the direct interest and
advantage of the undersigned, by NationsBanc Leasing Corporation of North
Carolina ("NationsBanc"), and to induce NationsBanc from time to time to make
any such accommodations to Obligor and/or enter into any loan or lease
agreement with Obligor with regard to any such accommodations, the undersigned
and NationsBanc agree as follows:
I. CHARACTER OF OBLIGATION.
The undersigned hereby unconditionally guarantees the full payment and
performance by Obligor of all such financial accommodations, including all
interest and other charges with respect thereto, and including all obligations
of Obligor under any promissory note, loan agreement, lease, conditional sales
contract, security agreement, instrument of lien, security deed or other
security device in favor of NationsBanc, and all other obligations of Obligor
to NationsBanc, however and whenever incurred or evidenced, whether direct or
indirect, absolute or contingent, or due or to become due (hereafter the
"Obligations"). The obligation of the undersigned hereunder is primary and
unconditional and shall be enforceable before, concurrently or after any claim
or demand made or suit filed against Obligor or any other guarantor or surety,
and before, concurrently or after any proceeding by NationsBanc against any
security. The obligation of the undersigned shall be effective regardless of
(i) the solvency or insolvency of Obligor at any time, (ii) the extension or
modification of the Obligations by operation of law or (iii) any other change
in Obligor's composition, nature, personnel or location. The obligation
hereunder may be considered by NationsBanc either as a guaranty or an agreement
of surety. All sums owing hereunder shall be deemed to become immediately due
and payable if (a) Obligor defaults in any of the Obligations or under any
material agreement with NationsBanc; (b) Obligor or the undersigned becomes
insolvent or unable to pay debts as they mature or admits in writing to such
effect, makes a conveyance fraudulent as to creditors under any state or federal
law, makes an assignment for the benefit of creditors, or any proceeding is
instituted by or against Obligor or the undersigned alleging that Obligor or
the undersigned is insolvent or unable to pay debts as they mature, or a
petition under any provision of Title 11 of the United States Code as amended,
is brought by or against Obligor or the undersigned and, in the case of a
petition or proceeding which is brought by a third party, such petition or
proceeding is not removed within thirty (30) days; (c) a receiver is appointed
for any part of the property or assets of Obligor or the undersigned; (d) there
occurs the sale, transfer or exchange, either directly or indirectly, of a
controlling interest of the Obligor other than as permitted under the Guarantee
dated December __, 1996 by Xxxxxx Xxxxx to NationsBanc for the benefit of
Obligor; or (e) any statement, representation or warranty at any time furnished
or made by Obligor or the undersigned to NationsBanc is untrue in any material
respect as of the date made or furnished. Payment of any sum or sums due to
NationsBanc hereunder will then be made by the undersigned immediately upon
demand by NationsBanc. To the extent that NationsBanc receives payment of the
Obligations, which payment is thereafter set aside or required to be repaid in
whole or in part, then, to the extent of any sum not finally retained by
NationsBanc, the obligation of the undersigned hereunder shall remain in full
force and effect (or be reinstated).
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The undersigned agrees to pay all costs of NationsBanc of collection of any sum
or sums due hereunder, and, if collected by or through an attorney, all
attorneys' fees together with all other legal and court expenses. The
undersigned hereby transfers and conveys to NationsBanc any and all of its
balances, credits, deposits, accounts, items and monies now or hereafter in
possession or control of, or otherwise with NationsBanc, and NationsBanc is
hereby given a security interest upon and in all property of the undersigned of
every kind and description now or hereafter in the possession or control of
NationsBanc for any reason, including all dividends and distributions or other
rights in connection therewith.
II. CONSENT AND WAIVER.
The undersigned waives notice of acceptance hereof, creation of any of the
Obligations, or nonpayment or default by Obligor under any of the Obligations or
any agreement now or hereafter existing between Obligor and NationsBanc,
presentment, demand, notice of dishonor, protest and any other notices whatever.
The undersigned, without affecting its liability hereunder, consents to and
waives notice of all changes of terms of the Obligations, the withdrawal or
extension of credit or time to pay, the release of the whole or any part of the
Obligations, renewal, indulgence, settlement, compromise or failure to exercise
due diligence in collection, the acceptance or release of security, extension of
the time to pay for any period or periods whether or not longer than the
original period, or any surrender, substitution or release of any other person
directly or indirectly liable for any of the Obligations or any collateral
security given by Obligor. The undersigned waives any provisions of North
Carolina law, including any and all rights under Section 26-7 through Section
26-9 of the North Carolina General Statutes (or any similar provisions of other
jurisdictions), relating to the undersigned's rights to discharge upon the
undersigned's giving notice to NationsBanc to proceed against Obligor for
collection after the Obligations are due and payable and the failure or refusal
of NationsBanc thereupon to commence an action or foreclose any collateral
within any specified time period or at any time. The undersigned also consents
to and waives notice of any arrangements of settlements made in or out of court
in the event of receivership, liquidation, readjustment, any proceeding under
Title 11 of the United States Code, as amended, or assignment for the benefit of
creditors of Obligor, and anything whatever whether or not herein specified
which may be done or waived by or between NationsBanc and Obligor, or Obligor
and any other person whose claim against Obligor has been or shall be assigned
or transferred to NationsBanc. The undersigned agrees that it shall have no
right of subrogation, reimbursement or indemnity, whatsoever and no right or
recourse to or with respect to any assets or property of Obligor or to any
collateral for the Obligations, even upon payment in full of the Obligations.
The undersigned agrees that if any notification of intended disposition of
collateral or of any other act by NationsBanc is required by law and a specific
time period is not stated therein, such notification, if mailed by first class
mail at least five (5) days before such disposition or act, postage prepaid,
addressed to the undersigned either at the address shown below or at any other
address of the undersigned appearing on the records of NationsBanc, shall be
deemed reasonably and properly given. NationsBanc may, without notice of any
kind, sell, assign or transfer any or all of the Obligations and the Guarantee
and in such event each and every immediate and successive assignee, transferee
or holder of any of the Obligations shall have the right to enforce this
Guarantee, by suit or otherwise for the benefit of such assignee, transferee or
holder, as fully as if such assignee, transferee or holder were herein, by name
specifically given such rights, powers and benfits; NationsBanc shall have an
unimpaired right prior and superior to
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that of any such assignee, transferee or holder to enforce this Guarantee for
the benefit of NationsBanc as to such of the Obligations as is not sold,
assigned or transferred.
III. CONSTRUCTION.
This Guarantee shall be governed by and constructed and enforced in accordance
with the laws of the State of North Carolina. Wherever possible, each provision
of this Guarantee shall be interpreted in such manner as to be effective and
valid under applicable law, but if any provision of this Guarantee shall be
prohibited by or invalid under applicable law, said provision shall be
ineffective only to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of
this Guarantee. This Guarantee does not supersede any other guaranty, jointly
or severally, in favor of NationsBanc. If more than one party shall execute
this Guarantee, the term undersigned shall mean all and each of them, who shall
be jointly and severally liable hereunder.
IV. Benefit.
This Guarantee shall bind the undersigned, its successors and assigns, and the
rights and privileges of NationsBanc hereunder shall inure to the benefit of
its successors and assigns, and this Guarantee shall be effective with respect
to accommodations made by NationsBanc's successors and assigns to Obligor.
[Signatures appear on the following page.]
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Signed and sealed this _____ day of December, 1996.
/s/ XXXXX X. XXXXX
---------------------------
Xxxxx Xxxxx
Address: 0 Xxxxxx
Xxxxxx XX 00000
Acceptance:
The foregoing Guarantee is accepted in Charlotte, North Carolina this
__________ day of December, 1996.
NATIONSBANC LEASING CORPORATION
OF NORTH CAROLINA
By:
-----------------------------
Name:
---------------------------
Title:
--------------------------
11
GUARANTEE
FOR VALUE RECEIVED and in consideration of any financial accommodations now or
hereafter made to Summit Aviation, Inc. (together with its successors and
assigns, "Obligor"), which accommodations will be to the direct interest and
advantage of the undersigned, by NationsBanc Leasing Corporation of North
Carolina ("NationsBanc"), and to induce NationsBanc from time to time to make
any such accommodations to Obligor and/or enter into any loan or lease
agreement with Obligor with regard to any such accommodations, the undersigned
and NationsBanc agree as follows:
I. CHARACTER OF OBLIGATION.
The undersigned hereby unconditionally guarantees the full payment and
performance by Obligor of all such financial accommodations, including all
interest and other charges with respect thereto, and including all obligations
of Obligor under any promissory note, loan agreement, lease, conditional sales
contract, security agreement, instrument of lien, security deed or other
security device in favor of NationsBanc, and all other obligations of Obligor
to NationsBanc, however and whenever incurred or evidenced, whether direct or
indirect, absolute or contingent, or due or to become due (hereafter the
"Obligations"). The obligation of the undersigned hereunder is primary and
unconditional and shall be enforceable before, concurrently or after any claim
or demand made or suit filed against Obligor or any other guarantor or surety,
and before, concurrently or after any proceeding by NationsBanc against any
security. The obligation of the undersigned shall be effective regardless of
(i) the solvency or insolvency of Obligor at any time, (ii) the extension or
modification of the Obligations by operation of law or (iii) any other change
in Obligor's composition, nature, personnel or location. The obligation
hereunder may be considered by NationsBanc either as a guaranty or an agreement
of surety. All sums owing hereunder shall be deemed to become immediately due
and payable if (a) Obligor defaults in any of the Obligations or under any
material agreement with NationsBanc; (b) Obligor or the undersigned becomes
insolvent or unable to pay debts as they mature or admits in writing to such
effect, makes a conveyance fraudulent as to creditors under any state or
federal law, makes an assignment for the benefit of creditors, or any proceeding
is instituted by or against Obligor or the undersigned alleging that Obligor or
the undersigned is insolvent or unable to pay debts as they mature, or a
petition under any provision of Title 11 of the United States Code, as amended,
is brought by or against Obligor or the undersigned and, in the case of a
petition or proceeding which is brought by a third party, such petition or
proceeding is not removed within thirty (30) days; (c) a receiver is appointed
for any part of the property or assets of Obligor or the undersigned; (d) there
occurs the sale, transfer or exchange, either directly or indirectly, of a
controlling interest of the Obligor other than as permitted hereunder; or (e)
any statement, representation or warranty at any time furnished or made by
Obligor or the undersigned to NationsBanc is untrue in any material respect as
of the date made or furnished. Payment of any sum or sums due to NationsBank
hereunder will then be made by the undersigned immediately upon demand by
NationsBanc. To the extent that NationsBanc receives payment of the
Obligations, which payment is thereafter set aside or required to be repaid in
whole or in part, then, to the extent of any sum not finally retained by
NationsBanc, the obligation of the undersigned hereunder shall remain in full
force and effect (or be reinstated). The undersigned agrees to pay all costs
of NationsBanc of collection of any sum or sums due
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hereunder, and, if collected by or through an attorney, all attorneys' fees
together with all other legal and court expenses. The undersigned hereby
transfers and conveys to NationsBanc any and all of its balances, credits,
deposits, accounts, items and monies now or hereafter in possession or control
of, or otherwise with NationsBanc, and NationsBanc is hereby given a security
interest upon and in all property of the undersigned of every kind and
description now or hereafter in the possession or control of NationsBanc for any
reason, including all dividends and distributions or other rights in connection
therewith.
II. CONSENT AND WAIVER.
The undersigned waives notice of acceptance hereof, creation of any of the
Obligations, or nonpayment or default by Obligor under any of the Obligations
or any agreement now or hereafter existing between Obligor and NationsBanc,
presentment, demand, notice of dishonor, protest and any other notices
whatever. The undersigned, without affecting its liability hereunder, consents
to and waives notice of all changes of terms of the Obligations, the withdrawal
or extension of credit or time to pay, the release of the whole or any part of
the Obligations, renewal, indulgence, settlement, compromise or failure to
exercise due diligence in collection, the acceptance or release of security,
extension of the time to pay for any period or periods whether or not longer
than the original period, or any surrender, substitution or release of any
other person directly or indirectly liable for any of the Obligations or any
collateral security given by Obligor. The undersigned waives any provisions of
North Carolina law, including any and all rights under Section 26-7 through
Section 26-9 of the North Carolina General Statutes (or any similar provisions
of other jurisdictions), relating to the undersigned's rights to discharge upon
the undersigned's giving notice to NationsBanc to proceed against Obligor for
collection after the Obligations are due and payable and the failure or refusal
of NationsBanc thereupon to commence an action or foreclose any collateral
within any specified time period or at any time. The undersigned also consents
to and waives notice of any arrangements of settlements made in or out of court
in the event of receivership, liquidation, readjustment, any proceeding under
Title 11 of the United States Code, as amended, or assignment for the benefit
of creditors of Obligor, and anything whatever whether or not herein specified
which may be done or waived by or between NationsBanc and Obligor, or Obligor
and any other person whose claim against Obligor has been or shall be assigned
or transferred to NationsBanc. The undersigned agrees that it shall have no
right of subrogation, reimbursement or indemnity, whatsoever and no right or
recourse to or with respect to any assets or property of Obligor or to any
collateral for the Obligations, even upon payment in full of the Obligations.
The undersigned agrees that if any notification of intended disposition of
collateral or of any other act by NationsBanc is required by law and a specific
time period is not stated therein, such notification, if mailed by first class
mail at least five (5) days before such disposition or act, postage prepaid,
addressed to the undersigned either at the address shown below or at any other
address of the undesigned appearing on the records of NationsBanc, shall be
deemed reasonably and properly given. NationsBanc may, without notice of any
kind, sell, assign or transfer any or all of the Obligations and the Guarantee
and in such event each and every immediate and successive assignee, transferee
or holder of any of the Obligations shall have the right to enforce this
Guarantee, by suit or otherwise for the benefit of such assignee, transferee or
holder, as fully as if such assignee, transferee or holder were herein, by name
specifically given such rights, powers and benefits; NationsBanc shall have an
unimpaired right prior and superior to
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that of any such assignee, transferee or holder to enforce this Guarantee for
the benefit of NationsBanc as to such of the Obligations as is not sold,
assigned or transferred.
III. COVENANTS.
(a) The undersigned agrees to maintain the insurance subject to the Life
Insurance Assignment (as such term is defined in the Aircraft Loan and Security
Agreement dated as of April 25, 1996, as amended, by and between Xxxxxx Xxxxx &
Associates, Inc. and NationsBanc, and assigned to Obligor) and to pay on a
timely basis all premiums relating to such insurance. Failure to maintain such
insurance and pay such premiums shall be a default under this Guarantee.
(b) The undesigned shall not sell, assign, convey, transfer or exchange,
either directly or indirectly, a controlling interest in Obligor to anyone
other than a family trust or other entity, in each case controlled by the
undersigned.
IV. CONSTRUCTION.
This Guarantee shall be governed by and constructed and enforced in accordance
with the laws of the State of North Carolina. Wherever possible, each
provision of this Guarantee shall be interpreted in such manner as to be
effective and valid under applicable law, but if any provision of this
Guarantee shall be prohibited by or invalid under applicable law, said
provision shall be ineffective only to the extent of such prohibition or
invalidity, without invalidating the remainder of such provision or the
remaining provisions of this Guarantee. This Guarantee does not supersede any
other guaranty or other agreement executed by the undersigned, or any of them,
or any other guaranty, jointly or severally, in favor of NationsBanc. If more
than one party shall execute this Guarantee, the term undersigned shall mean all
and each of them, who shall be jointly and severally liable hereunder.
V. BENEFIT.
This Guarantee shall bind the undersigned, its successors and assigns, and the
rights and privileges of NationsBanc hereunder shall inure to the benefit of
its successors and assigns, and this Guarantee shall be effective with respect
to accommodations made by NationsBanc's successors and assigns to Obligor.
[Signatures appear on the following page.]
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Signed and sealed this ____ day of December, 1996.
/s/ XXXXXX X. XXXXX
--------------------------------
Xxxxxx Xxxxx
Address: 0 Xxxxxx
Xxxxxx, XX 00000
Acceptance:
The foregoing Guarantee is accepted in Charlotte, North Carolina this ____ day
of December, 1996.
NATIONSBANC LEASING CORPORATION
OF NORTH CAROLINA
By:
-------------------------------
Name:
------------------------------
Title:
------------------------------
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UNITED STATES OF AMERICA FORM APPROVED
U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION OMB NO. 2120-0042
AIRCRAFT XXXX OF SALE
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FOR AND IN CONSIDERATION OF $ THE
UNDERSIGNED OWNER(S) OF THE FULL LEGAL
AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED
AS FOLLOWS:
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UNITED STATES
REGISTRATION NUMBER N 850SM
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AIRCRAFT MANUFACTURER & MODEL
British Aerospace BAe12S Series 800A
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AIRCRAFT SERIAL No.
258074
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DOES THIS DAY OF DECEMBER 1996
HEREBY SELL, GRANT, TRANSFER AND
DELIVER ALL RIGHTS, TITLE, AND INTERESTS Do Not Write in This Block
IN AND TO SUCH AIRCRAFT UNTO: FOR FAA USE ONLY
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P NAME AND ADDRESS
U (IF INDIVIDUAL(S), GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL)
R
C Summit Aviation
H 0000 Xxxx Xxxxxx, Xxxxx 000
X Xxxxxxx Xxxxx, Xxxxxxxxxx 92660
S
E
R ------------------------------------------------------------------------------------------
DEALER CERTIFICATE NUMBER
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AND TO its successors XXXXXXXXXXXXXXXXXX AND ASSIGNS TO HAVE AND TO HOLD
SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF.
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IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS DAY OF Dec. 1997
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NAME(S) OF SELLER SIGNATURE(S) TITLE
(TYPED OR PRINTED) (IN INK) (IF EXECUTED (TYPED OR PRINTED)
FOR CO-OWNERSHIP, ALL
MUST SIGN)
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S Xxxxxx Xxxxx & /s/ XXXXXX X. XXXXX President
E Associates, Inc.
L ---------------------------------------------------------------------------
L
E
R ---------------------------------------------------------------------------
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ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING; HOWEVER, MAY BE
REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT)
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ORIGINAL: TO FAA |
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AC Form 8050-2 (9/92) (NSN 0052-00-629-000S) Supersedes Previous Edition
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SIGN
HERE
