AGREEMENT FOR SALE AND PURCHASE OF AIRCRAFT
THIS AGREEMENT made this 31st day of July, 2003, by Xxxxxxxx Family,
L.L.C. ("Xxxxxxxx Family"), hereinafter referred to as "Seller" or "Xxxxxxxx
Family", and Alpine Aviation, Inc., d/b/a Alpine Air, hereinafter referred to
as "Buyer".
W I T N E S S E T H
WHEREAS, Xxxxxxxx Family, is the record owner of certain Beechcraft Model
1900 aircraft and two (2) Beechcraft Model 99 aircraft, which are also
described in Exhibit "A" attached hereto; and
WHEREAS, Xxxxxxxx Family is willing to sell said aircraft to Buyer; and,
WHEREAS, the parties have been advised as to the value of said aircraft
and acknowledge that, under all the circumstances, the value has been properly
determined and represents the fair market value.
NOW THEREFORE, in consideration of the mutual covenants and conditions
contained herein, the parties hereby agree as follows:
1. TRANSFER OF AIRCRAFT: Xxxxxxxx Family agrees to sell and Buyer
agrees to buy all the aircraft owned by Xxxxxxxx Family, and described in
Exhibit "A" attached hereto.
2. CONSIDERATION:
a. The total purchase price for the aircraft of Xxxxxxxx Family shall
be Sixteen Million Thirty Thousand and No/100 Dollars ($16,030,000.00).
Buyer shall receive various credits against the purchase price as more
fully set forth in Exhibit "D" attached hereto. The remaining balance of
the said purchase price after taking into account said credits shall be
evidenced by a Promissory Note in the same form as that attached hereto
as Exhibit "C".
b. The valuations which are the basis for the purchase prices set
forth above are more fully set forth in Exhibit "B" attached hereto. To
the extent that obligations remain due and owing by Xxxxxxxx Family on
said aircraft at the time of closing, Alpine shall assume such existing
indebtedness and receive a credit against the purchase price in the
amount of such assumed indebtedness. The calculation of credits for
option monies paid and assumption of existing indebtedness is summarized
in Exhibit "D" attached hereto.
3. REPRESENTATIONS AND WARRANTY: Xxxxxxxx Family represents and
warrants that all of the aircraft are free and clear of any liens,
encumbrances and charges except those liens of the primary lenders as shown on
Exhibit "A". Each of the aircraft have a certificate of airworthiness.
4. CLOSING AND DELIVERY OF AIRCRAFT: At the time of closing, Buyer
shall execute the Promissory Note and other loan documents required by
Xxxxxxxx Family. It is the intent of the parties that the acquisitions
described herein are to close as a consolidated transaction. At such time,
the Buyer shall take possession of the aircraft.
5. INSURANCE: During the entire term of this Agreement, Buyer shall
procure and maintain insurance coverage on the subject aircraft of the same
type and limits currently maintained by Xxxxxxxx Family. The parties shall be
listed as named insureds as their respective interests appear. In the event
any aircraft are damaged or destroyed during the term of this Agreement, the
parties agree that the insurance proceeds shall be paid first to the existing
lienholder(s) and then to Buyer to the extent of any Buyer's equity.
6. ESCROW: At the time of closing, the parties shall establish an
escrow account at Central Bank and Trust Company, of Provo, Utah, for the
purpose of retaining engine reserves for the subject aircraft. Said engine
reserves for the aircraft shall be paid on a monthly basis and shall be
retained by the escrow agent until the total purchase price provided for
herein is paid in full and the preferred stock is retired, or shall be used to
pay for bonafide engine, component or propeller expenses on said aircraft.
The escrow agent shall deliver said escrowed funds to Buyer upon and only
upon the full payment and performance of all the terms and conditions of this
Agreement. In the event of default by Buyer and termination of this
Agreement, said funds shall be paid over to Sellers. The parties may execute
an escrow agreement with the escrow agent and the terms thereof shall be
incorporated herein.
7. SECURITY INTEREST: At the time of closing, Buyer shall execute such
documents as are necessary to provide Xxxxxxxx Family with a perfected
security interest and lien on the subject aircraft, subordinate only to the
primary loans which are being assumed by Buyer. The terms of such security
agreements and financing statements are incorporated herein.
8. ATTORNEY'S FEES: In the event that any action is instituted in
relation to this Agreement, the unsuccessful party in the action shall pay at
that time to the successful party, in addition to all of the sums that either
of the parties may be called upon to pay, a reasonable sum for the successful
party's attorney's fees and costs.
9. ARBITRATION: In case of disagreement on any matter between the
parties, on the request of either party, the matter shall be submitted to
arbitration to one disinterested person agreeable to each party, or if the
parties cannot agree, to three disinterested persons, one of whom shall be
selected by each party and the third to be selected by the other two
arbitrators. Said arbitration shall be conducted pursuant to the rules of the
American Arbitration Association. The decisions of the arbitrator or
arbitrators shall be binding on the parties to this Agreement.
10. CHOICE OF LAW: This Agreement shall be construed according to the
laws of the State of Utah.
11. EXECUTION AND BINDING EFFECT: This Agreement embodies the entire
Agreement between the parties and may not be modified or terminated except by
an agreement in writing. Any previous agreements between the parties with
regard to the subject aircraft are hereby rescinded. This Agreement shall be
executed in three (3) counterparts, each of which shall have the full force
and effect of an original. This Agreement shall be binding on the successors
and assigns of each of the respective parties.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in
multiple copies the day and year first herein above written.
SELLER: BUYER:
XXXXXXXX FAMILY, L.L.C. ALPINE AVIATION, INC.
d/b/a Alpine Air
By/s/Xxxxxx X. Xxxxxxxx By/s/Xxx X. Xxxxxx
Xxxxxx X. Xxxxxxxx, Managing Member Xxx X. Xxxxxx, Secretary
EXHIBIT "A"
Beechcraft Model 1900 and 99 cargo configured airliners owned by Xxxxxxxx
Family, L.L.C.:
Serial No. Registration No. Loan Amount Lien Holder
UB-1 N-190GA $ 0.00 n/a
UB-5 N198GA / CC-CAS 1,045,343.00 Xxxxx Fargo
UB-6 N-125BA 0.00 n/a
UB-7 N-127BA 0.00 n/a
UB-8 N-194GA / CC-CAF 1,136,952.00 CB&T
UB-11 N-172GA 1,045,343.00 Xxxxx Fargo
UB-16 N-197GA 0.00 n/a
UB-17 N-192GA 0.00 n/a
UB-25 N-154GA 1,197,387.00 Xxxxx Fargo
UB-34 N-153GA 1,197,387.00 Xxxxx Fargo
UB-65 N195GA / CC-CAK 1,197,387.00 Raytheon
UC-17 N-17ZV 947,919.00 Raytheon
UC-53 N-31764 947,919.00 Raytheon
UC-70 N-410UB 947,920.00 Raytheon
U-236 N-236AL 0.00 n/a
U-238 N-238AL 0.00 n/a
-------------
TOTAL: $9,663,557.00
EXHIBIT "B"
Beech 1900 Fleet
AIRCRAFT VALUATIONS
Orderly Fair
Liquidation Market
Aircraft Value Value
N125BA(2) 1,100,000 1,290,000
N127BA(2) 1,065,000 1,255,000
N153GA 1,195,000 1,405,000
N154GA 1,200,000 1,415,000
N17ZV(1) 1,155,000 1,360,000
N172GA 1,150,000 1,355,000
N190GA(3) 1,230,000 1,450,000
N192GA(2) 1,150,000 1,350,000
N194GA 1,080,000 1,270,000
N195GA 1,260,000 1,485,000
N197GA(2) 1,215,000 1,430,000
N198GA 1,155,000 1,360,000
N31764(4) 1,380,000 1,625,000
N410UB(4) 1,425,000 1,625,000
---------- ----------
Total 16,760,000 19,675,000
========== ==========
FOOTNOTES
(1) If engines were overhauled the value would result in $1,400,000 Orderly
Liquidation Value and $1,645,000 Fair Market Value.
(2) If engines were overhauled the value would result in $1,335,000 Orderly
Liquidation Value and $1,570,000 Fair Market Value.
(3) If the aircraft interior is completed the value would result in
$1,275,000 Orderly Liquidation Value and $1,500,000 Fair Market Value.
(4) If engines were overhauled the value would result in $1,635,000 Orderly
Liquidation Value and $1,925,000 Fair Market Value.
EXHIBIT "C"
PROMISSORY NOTE
$1,718,493.00 July 31, 2003
FOR VALUE RECEIVED, Alpine Aviation, Inc., d/b/a Alpine Air, promises to
pay to Xxxxxxxx Family, L.L.C., of Provo, Utah, or its order, the sum of
$1,718,493.00 lawful money of the United States of America, payable to Payee
at such place as Payee may direct, together with interest at the rate of 6.5%
per annum from and after date.
SAID PRINCIPAL AND INTEREST shall be payable in fourteen (14) monthly
installments of principal and accruing interest in the amount of $33,624.29.
Said payments shall commence September 1, 2003, and shall continue on the
first day of each month thereafter, until the entire principal balance and
interest accrued thereon is paid in full in a balloon payment on November 1,
2004.
IF DEFAULT shall be made in the payment of any installments due
hereunder at the time and in the manner as provided herein and said default
shall continue for a period of ten (10) days after written notice to Makers of
such default, then and in that event, at the option of the holders hereof, the
entire amount of said Note, both principal and interest, shall at once become
immediately due and payable.
THE MAKER HEREOF and any endorser hereon waives demand, protest and
notice of nonpayment.
IN CASE SUIT OR ACTION shall be instituted to collect this Note or any
part hereof, the Maker further promises to pay a reasonable attorney's fee to
be fixed and determined by the Court in which such action may be brought and
taxed as costs in addition to such other costs and charges as may be allowed
by law.
THE MAKER HEREOF is hereby granted the right to pay all or any part of
the unpaid principal and interest on this Note at any time after date without
penalty. Any partial prepayment of principal or interest shall not excuse any
regular scheduled payments.
THIS NOTE MAY BE SECURED by certain UCC Liens, whereby the Maker is the
Debtor and the Payee is the Secured Party, and any default in the payment of
this Note shall be cause at the option of Secured Party to institute an action
on the collateral, or on this note.
ALPINE AVIATION, INC.
d/b/a Alpine Air
By/s/Xxx X. Xxxxxx
Xxx X. Xxxxxx, Secretary
EXHIBIT "D"
BREAKDOWN OF PURCHASE PRICE
Xxxxxxxx Family Sale Price $16,030,000.00
Add Cost of refurbishing 150,000.00
Less credit for debt assumption ( 9,663,557.00)
Less credit for related party loan ( 2,937,950.00)
Less credit for option money paid ( 1,350,000.00)
Less credit for Aircraft Lease deposits paid ( 510,000.00)
---------------
NET PURCHASE PRICE $ 1,718,493.00
(Represented by Note Payable)
