Exhibit 10.01
IRREVOCABLE OPTION TO PURCHASE
THIS OPTION AGREEMENT dated effective the 1st day of August, 2002, by and
between Alpine Air Express, Inc., d/b/a Alpine Air, of 0000 Xxxxxx Xxx Xxx,
Xxxxx, Xxxx 00000, (hereinafter referred to as "Alpine"), and Xxxxxxxx Family,
L.L.C., of 0000 Xxxxx Xxxxx, Xxxxxx Xxxxxxxx 00000, (hereinafter referred to
as "Xxxxxxxx").
W I T N E S S E T H
WHEREAS, Xxxxxxxx is willing to grant an option to purchase and Alpine is
willing to take an option for the purchase of the planes described herein;
NOW THEREFORE, for and in consideration of the mutual covenants and
conditions contained herein, Xxxxxxxx hereby grants to Alpine the exclusive
right of option to purchase five (5) aircraft described as two (2) BE 1900
aircraft SN UB-6 and SN UB-7, and three (3) BE 1900C aircraft SN UC-17, SN
UC-53 and SN UC-70, owned by Xxxxxxxx (the "subject property") in accordance
with the terms and conditions set forth as follows:
1. TERMS OF PURCHASE:
a. In the event Alpine shall properly exercise this Irrevocable Option to
Purchase the subject property within the option term (as defined herein), then
from the date of such exercise Xxxxxxxx agrees to sell and Alpine agrees to
purchase the subject property upon the terms and conditions contained in this
Paragraph 1.
b. The total purchase price for the subject property shall be the sum of
$4,440,000 cash which is the price paid for the aircraft by Xxxxxxxx in the
purchase by Xxxxxxxx from Raytheon.
2. TERM OF OPTION: The term of this option shall commence and end on
August 1, 2003. If Alpine fails to exercise this option strictly in
accordance with the terms and conditions hereof within the option term, this
option and all rights granted hereunder shall automatically and immediately
terminate without notice. There shall be no extension of the option term.
Time is expressly made of the essence.
3. OPTION PAYMENT: As and for an option payment Alpine has paid to
Xxxxxxxx the non-refundable deposit of $1,350,000, which sum shall be applied
to the purchase price of the aircraft at time of closing.
4. TITLE: Xxxxxxxx warrants to give Alpine clear and merchantable
title to the subject aircraft, at time of closing, free of all encumbrances.
5. EXERCISE; CLOSING: This option may be exercised by Alpine on
August 1, 2003 by written notice to Xxxxxxxx and not otherwise, given either
in person or by registered or certified mail, postage prepaid, addressed to
Xxxxxxxx. Within fifteen (15) days after such exercise by Alpine, the parties
shall execute duplicate counterparts of an Agreement for Purchase and Sale of
Aircraft and Alpine shall make the payments therein receipted for. Xxxxxxxx
shall provide such evidence of title as is required to be given by Xxxxxxxx.
From and after the date of such execution and delivery of title to the
aircraft, this option shall be null and void and the rights of the parties
shall be governed by the terms of such agreement.
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6. FAILURE TO EXERCISE: In the event Alpine fails to exercise its
option to acquire all five of the subject aircraft, Xxxxxxxx Family L.L.C.
shall immediately convey all its right title and interest in aircraft UB-6 and
UB-7 to Alpine. During the term of this option agreement, Xxxxxxxx shall give
to Alpine a first lien position in aircraft UB-6 and UB-7.
7. ASSIGNMENT: Alpine shall not assign this option to purchase
without the express written consent of Xxxxxxxx.
8. LITIGATION: In the event it is necessary for either party to take
any legal action to enforce any of the terms and covenants of this Agreement,
it is agreed that the prevailing party shall be entitled to a reasonable
attorney's fee to be set by a Court of competent jurisdiction and all costs of
such legal action.
IN WITNESS WHEREOF, the parties have executed this agreement the day and
year first above written.
ALPINE AIR EXPRESS, INC. XXXXXXXX FAMILY, L.L.C.
By /s/ By /s/
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Xxxx Xxxxxxxxx Its Managing Member
Its President
