Exhibit 10.1
AIRCRAFT PURCHASE AGREEMENT
THIS AIRCRAFT PURCHASE AGREEMENT (this "Agreement") is entered into as
of the 10th day of September, 1999, by and between Perpetual Corporation and
Lazy Lane Farms, Inc., or their respective assigns ("Buyer"), and Xxxxx Bank
N.A. ("Seller").
RECITALS
WHEREAS, the Seller desires to sell the Aircraft (as defined in Section
1.1 (a)) to the Buyer and the Buyer desires to purchase the Aircraft from the
Seller on the terms and conditions contained herein; and
WHEREAS, the Seller has sought three market appraisals of the Aircraft,
and Buyer has agreed to pay to Seller the highest appraised value of such three
appraisals; and
WHEREAS, it is the intention of Buyer that the acquisition by Buyer of
title in the Aircraft qualify as an exchange within the meaning of Section 1031
of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations
promulgated thereunder ("IRC"); and
WHEREAS, it is the intention of the Seller that the sale by Seller of
title in the Aircraft qualify as an exchange within the meaning of Section 1031
of the IRC.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained and for other good and valuable consideration, the parties
hereto agree as follows:
ARTICLE 1. SUBJECT MATTER OF SALE
1.1 (a) Subject to the provisions of this Agreement, the Seller agrees to
sell and to deliver to the Buyer and the Buyer agrees to buy and take
delivery from the Seller all of the Seller's right, title and interest
in and to that certain 1982 Gulfstream III (G-1159A) model aircraft
bearing manufacturer's serial number 362 and FAA Registration Number
N800AR, together with two Rolls Royce Spey MK-511-8 model engines
bearing manufacturer's serial numbers 11140 and 11141, and all
equipment, features, accessories, instruments, and components, and
other parts installed thereon or appurtenant thereto, all loose
equipment and spare parts, and all Aircraft Documents as defined in
Section 1.1(b), and as additionally described on Attachment A hereto
(all of the foregoing items collectively referred to as the
"Aircraft").
(b) For purposes hereof, the term "Aircraft Documents" shall mean and
include records, overhaul records, maintenance manuals, repair
manuals, flight manuals, crew manuals, warranty documents, logbooks,
authorizations, wiring diagrams, drawings and data required or
recommended by the manufacturer of the airframe, engines or any
component or part of the Aircraft, or required with respect to the
Aircraft, and all issued FAA Form 337's.
1.2 (a) With respect to Buyer, this Agreement, and Buyer's agreement to
sell a certain Hawker 700 (the "Hawker Sale Agreement"), are mutually
interdependent.
(b) With respect to Seller, this Agreement, and Seller's agreement to
purchase a certain replacement aircraft are mutually interdependent.
1.3 Each Buyer hereunder shall acquire a 50% undivided ownership
interest in the Aircraft.
ARTICLE 2. PURCHASE PRICE
2.1 All prices, amounts and payments referred to herein shall be in United
States Dollars. The total purchase price for the Aircraft shall be Ten
Million Three Hundred Fifty-Seven Thousand Four Hundred Thirty Dollars
($10,357,430) (the "Purchase Price") payable at the Closing pursuant to
Article 3 of this Agreement.
ARTICLE 3. INSPECTION; CLOSING; DELIVERY OF AIRCRAFT, ETC.
3.1 Inspection.
(a) Prior to closing, Seller shall provide the Buyer full access to
the Aircraft and the records (including without limitation the
Aircraft Documents) relating thereto for the purpose of
inspection (the "Inspection") by Buyer and/or the Buyer's duly
authorized technical representatives; in order to determine that
each item of the Aircraft is acceptable to Buyer and in
accordance with the provisions of this Agreement. Buyer may have
its authorized representatives on the Aircraft for its flight to
the Inspection Facility. The Inspection shall be conducted at
Buyer's expense, and may include such tests and investigations as
Buyer may consider under the circumstances to be necessary to
satisfy itself that the general condition of the Aircraft and
Aircraft Documents is satisfactory and complies with the
provisions of this Agreement. The foregoing shall not affect any
warranty claim of Buyer under the terms of this Agreement. Prior
to and as part of the Inspection, Buyer may conduct test and
acceptance flights and shall bear the cost of any fuel utilized
in connection therewith.
(b) Within two (2) Business Days (defined as any weekday which is not
a bank holiday in Buyer's principal place of business) after
conclusion of the Inspection or, Buyer's determination that the
Aircraft is satisfactory, whichever first occurs, Buyer shall
execute and deliver to Seller Exhibit A (the "Aircraft Inspection
Report") reporting in detail any airworthy items, or deficiencies
which do not meet the delivery requirement of Article 5 herein,
whereupon the Seller shall, promptly and expeditiously following
receipt of such report from Buyer, remedy such deficiencies. Time
is of the essence in the commencement and completion of repair
work to resolve any deficiencies. Buyer may conduct such tests
and investigations as it deems reasonably necessary, to confirm
that Seller has remedied all such deficiencies.
(c) Notwithstanding the foregoing, if at any time prior to the
Closing Time (as defined in Section 3.2(c)), the Aircraft is
destroyed or suffers substantial damage which, in Buyer's
reasonable opinion, renders it of lower economic value than the
Purchase Price, Buyer shall have the right to terminate this
Agreement upon written notice from Buyer to Seller and the
parties shall have no further obligation to each other with
respect to the transaction contemplated hereunder.
3.2 Closing.
(a) Within one (1) Business Day after completion of the Inspection
and confirmation by Buyer of remediation of deficiencies by
Seller with respect thereto:
(i) Seller shall deposit with the Insured Aircraft Title
Services, X.X. Xxx 00000, Xxxxxxxx Xxxx, XX 00000
("Escrow Agent") a Federal Aviation Administration
Aeronautical Center Form 8050-2 Xxxx of Sale
(hereinafter "FAA Xxxx of Sale") acceptable for
filing with the Federal Aviation Administration,
undated but otherwise fully completed, and executed
on behalf of Seller, together with a Warranty Xxxx of
Sale in the form attached hereto as Exhibit B, either
of which shall be in a form sufficient to effect
vesting of title in Buyer; and
(ii) Buyer shall deposit with the Escrow Agent an
Application for Registration for the Aircraft fully
completed (except for date) and executed on behalf of
Buyer.
(b) Within one (1) Business Day of receipt by the parties of
confirmation from Escrow Agent that all of the actions and
deliveries required in subparagraph (a) have been completed,
Seller shall position the Aircraft at Washington Xxxxxx
National Airport (the "Delivery Location") for transfer of
title and consummation of the transaction (the "Closing").
Delivery of the Aircraft shall occur simultaneously with the
Closing. Buyer may have its authorized representatives on the
Aircraft for its flight to the Delivery Location.
(c) Upon the proper and timely positioning of the Aircraft at the
Delivery Location and upon fulfillment of all of Seller's
obligations and agreements contained herein, (i) Buyer shall
deposit the Purchase Price with the Qualified Intermediary
appointed by Seller (as referenced in Section 9.11 hereof) by
wire transfer, and then (ii) Seller and Buyer shall immediately
instruct the Escrow Agent to: (a) date and file the FAA Xxxx of
Sale in the Civil Aircraft Registry, (b) date and file the
Application for Registration with respect to the Aircraft, and
(c) release the Warranty Xxxx of Sale to Buyer. Contemporaneously
therewith, Buyer shall execute and deliver (via facsimile and
mail) to Seller an Aircraft Delivery Receipt in the form attached
hereto as Exhibit C. Risk of loss, casualty, liability or damage
with respect to the Aircraft shall be deemed to pass to Buyer
upon Buyer's delivery to Seller of the Aircraft Delivery Receipt
(such time being the "Closing Time" and the date of the Closing
Time being the "Closing Date").
ARTICLE 4. CONDITION OF AIRCRAFT
4.1 Seller covenants and agrees:
(a) that the Aircraft shall be delivered with any and all
manufacturer's recommended inspections (calendar, hourly, or
otherwise) and inspection items up to date and current;
(b) that the Aircraft shall be delivered with any and all
manufacturer's recommended maintenance programs current and
fully paid up to the Closing Time by Seller, with account in
good standing and transferable to Buyer without cost to the
Buyer;
(c) that the Aircraft shall be delivered in an airworthy and fully
operational condition, fit for operations under Parts 91 and
135 of the Federal Aviation Regulations, with all systems,
components, engines, and installed equipment airworthy, fully
functional and operative, with no leaky fluids, meeting
manufacturer's recommended specifications, and with no damage
or corrosion, or history thereof;
(d) that the Aircraft shall be delivered with a current and valid
United States Standard Airworthiness Certificate, and all FAA
Airworthiness Directives and all mandatory and recommended
Service Bulletins with effective dates on or prior to the
Closing Date complied with, including those Service Bulletins
that are mandatory for enrollment on the Closing Date in any
and all maintenance or parts programs for the Aircraft;
(e) that the Aircraft shall be delivered with APU in a service
program, fully paid up to the Closing Time by Seller, with
account in good standing and transferable to Buyer without
cost to the Buyer;
(f) that the Aircraft shall be delivered with all Aircraft
Documents printed or published in English, original and
complete, continuous and up-to-date, and maintained in
accordance with industry standards and the Federal Aviation
Regulations.
ARTICLE 5. THIRD PARTY WARRANTIES
5.1 To the extent that any warranties from manufacturers, service providers
or suppliers are still in effect with respect to the Aircraft, such
warranties and all rights thereunder are hereby irrevocably assigned to
the Buyer and all documents evidencing same are included within the
Aircraft Documents; and Seller will assist Buyer in maintaining
continuity of the warranties and shall take all reasonable steps to
assist Buyer in asserting and processing warranty claims directly with
the manufacturers, service providers or suppliers.
ARTICLE 6. REPRESENTATIONS, WARRANTES AND LIMITATIONS
6.1 Representations and Warranties of the Seller. The Seller hereby represents
and warrants as of the date hereof and the
Closing Date as follows:
(a) Seller is a national bank chartered under the laws of the
United States of America, possessing perpetual existence as a
legal entity, having the capacity to xxx and be sued in its
own name, having full power, legal right and authority to
carry on its business as currently conducted, and to execute,
deliver and perform the provisions of this Agreement.
(b) The execution, delivery, and performance by Seller of this
Agreement have been duly authorized by all necessary action on
behalf of Seller and do not conflict with or result in any
breach of any of the terms or constitute a default under any
document, instrument, or agreement to which Seller is a party.
(c) This Agreement constitutes the legal, valid and binding
obligations of Seller enforceable against Seller in accordance
with its terms.
(d) Seller has (and on the Closing Date shall have) exclusive,
marketable, legal and equitable title to the Aircraft and all
equipment, components and parts thereof, free and clear of any
and all claims, liens, mortgages or other encumbrances of any
kind.
(e) Seller is the owner of the Aircraft and is authorized to
convey title to the Aircraft; and execution and delivery of
the FAA Xxxx of Sale and Warranty Xxxx of Sale shall convey to
Buyer exclusive, marketable, legal and equitable title to the
Aircraft, free of any and all liens, claims and encumbrances
of any kind.
(f) There are no parts, systems or components on the Aircraft
which are on temporary loan or exchange.
(g) Seller agrees to indemnify and hold Buyer harmless from and
against any claims made by any broker or other party claiming
an interest in the Aircraft or the purchase price arising from
an actual or alleged relationship or agreement with Seller.
(h) Seller has paid all taxes, duties, penalties, charges,
invoices, and statements with respect to the Aircraft incurred
on or before the Closing Date, or if not paid, Seller hereby
indemnifies Buyer from any such expenses.
(i) All representations and warranties hereunder shall run to
Buyer, its successors, and to all persons to whom title to the
Aircraft may be transferred.
6.2 Representations and Warranties of the Buyer. The Buyer hereby
represents and warrants as of the date hereof and the Closing
Date as follows:
(a) Buyer, Perpetual Corporation, is a corporation duly formed,
validly existing, and in good standing under the laws of the
State of Delaware, possessing perpetual existence as a legal
entity, having the capacity to xxx and be sued in its own
name, having full power, legal right and authority to carry on
its business as currently conducted, and to execute, deliver
and perform the provisions of this Agreement.
(b) Buyer, Lazy Lane Farms, Inc., is a corporation duly formed,
validly existing, and in good standing under the laws of the
State of Delaware, possessing perpetual existence as a legal
entity, having the capacity to xxx and be sued in its own
name, having full power, legal right and authority to carry on
its business as currently conducted, and to execute, deliver
and perform the provisions of this Agreement.
(c) The execution, delivery, and performance by Buyer of this
Agreement have been duly authorized by all necessary action on
behalf of Buyer and do not conflict with or result in any
breach of any of the terms or constitute a default under any
document, instrument, or agreement to which Buyer is a party.
(d) This Agreement constitutes the legal, valid and binding
obligations of Buyer enforceable against Buyer in accordance
with its terms.
6.3 EXCEPT AS OTHERWISE PROVIDED IN SECTION 6.1, THE AIRCRAFT IS HEREBY
SOLD "AS IS" AND "WHERE IS." ALL OTHER WARRANTIES AND AGREEMENTS,
EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, INCLUDING BUT NOT
LIMITED TO, ANY OBLIGATION OR LIABILITY OF SELLER, WITH RESPECT TO THE
IMPLIED WARRANTY OF MERCHANTABILITY, ANY IMPLIED WARRANTY ARISING FROM
COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE, AND ANY
IMPLIED WARRANTY OF FITNESS, ACTUAL OR IMPUTED, OR OTHER LIABILITY OF
SELLER FOR LOSS OF USE, REVENUE OR PROFIT WITH RESPECT TO THE OPERATION
OF THE AIRCRAFT AND THE WORK THEREON, ARE HEREBY EXCLUDED AND
DISCLAIMED. NO AGREEMENT EXTENDING THIS WARRANTY SHALL BE BINDING UPON
SELLER UNLESS IN WRITING AND SIGNED BY ITS DULY AUTHORIZED OFFICER OR
REPRESENTATIVE.
ARTICLE 7. COSTS AND SALES TAXES
7.1 Aircraft Costs and Expenses. Buyer shall bear all operating costs
and expenses of the Aircraft for flights to or from the
Inspection Facility, and to the Delivery Location.
7.2 Transaction Costs and Expenses. Except as expressly provided for
herein, each of the parties hereto shall be responsible for its own
transaction costs and expenses, including brokerage fees and legal
fees. Buyer shall pay Escrow Agent's escrow fees and expenses.
7.3 Sales Taxes. Any sales, use, or similar taxes, and any interest or
penalties on such taxes (unless such interest or penalty is a result of
any act or omission by or on behalf of Seller, not otherwise authorized
or directed by Buyer) arising from the sale of the Aircraft to Buyer,
excluding income, capital gain or similar taxes imposed on Seller,
shall be borne by Buyer. In the event Seller receives notice of any
proposed sales, use or similar tax, audit, claim, assessment or
proposed liability for which Buyer may be liable under this section,
Seller shall promptly notify Buyer of such potential tax liability.
Buyer shall have the right to control, manage or defend any audit,
claim, assessment, proposed liability or litigation with respect to any
sales use or similar tax for which Buyer bears responsibility under
this section.
ARTICLE 8. MISCELLANEOUS
8.1 Notices. All communications and notices required or permitted by this
Agreement shall be in writing and shall be deemed to have been duly
given or made when delivered by hand, or five Business Days after being
sent by registered mail, return receipt requested, postage prepaid, or
on the next Business Day when sent by overnight courier or when
transmitted by means of telecopy or other wire transmission (with
request for assurance of receipt in a manner typical with respect to
communications of that type and followed promptly with the original
thereof) in each case at the address set forth below:
If to Buyer: Perpetual Corporation Tel:(000) 000-0000
000 00xx Xxxxxx, X.X., Xxxxx 000 Fax:(000) 000-0000
Xxxxxxxxxx, X.X. 00000
Attn: Xxxxx X. Xxxx, Vice President
Lazy Lane Farms, Inc. Tel:(000) 000-0000
000 00xx Xxxxxx, X.X., Xxxxx 000 Fax:(000) 000-0000
Xxxxxxxxxx, X.X. 00000
Attn: Xxxxx X. Xxxx
If to Seller: Xxxxx Bank N.A. Tel:(000) 000-0000
000 00xx Xxxxxx, X.X., 0xx floor Fax:(000) 000-0000
Xxxxxxxxxx, X.X. 00000
Attn: Xxxxx Xxxxx
Group Vice President
8.2 Amendments. The provisions of this Agreement may not be waived,
altered, modified, amended, supplemented or terminated in any manner
whatsoever except by written instrument signed by an authorized
signatory of each party hereto.
8.3 Entire Agreement. Buyer and Seller agree that the terms and conditions
of this Agreement, including all exhibits hereto, constitute the entire
agreement between the parties.
8.4 Assignment. Seller may assign its rights, but not its obligations
hereunder as provided in Section 8.11. Buyer may assign its rights, but
not its obligations, as provided in Section 8.12 hereunder. This
Agreement shall inure to the benefit of and be binding upon each of the
parties hereto and their respective successors and assigns.
8.5 Headings and References. The division of this Agreement into Sections,
and the insertion of headings, are for convenience of reference only
and shall not affect the construction or interpretation of this
Agreement.
8.6 Counterparts. This Agreement may be fully executed in any number of
separate counterparts by each of the parties hereto, all such
counterparts together constituting but one and the same instrument.
8.7 Governing Law. This Agreement shall be governed, interpreted, and
construed in accordance with the laws of the District of Washington,
without regard for its conflict of laws provisions.
8.8 Non-Waiver. Any failure at any time of either party to enforce any
provision of this Agreement shall not constitute a waiver of such
provision or prejudice the right of such party to enforce such
provision at any subsequent time.
8.9 Time is of the Essence. Unless specifically stated to the contrary
herein, time shall be of the essence for all events
contemplated hereunder.
8.10 Survival. The representations, warranties, covenants and
agreements of Buyer and Seller shall survive the Closing in
perpetuity.
8.11 Seller's Tax-Free Exchange. Seller hereunder desires to exchange all of
Seller's right, title, and interest in the Aircraft for other property
of like kind and qualifying use within the meaning of Section 1031 of
the IRC. In furtherance thereof, Seller expressly reserves the right to
assign its rights, but not its obligations, hereunder to a Qualified
Intermediary as provided in IRC Reg. 1.103l(k)-l(g)(4) on or before the
Closing Date.
8.12 Buyer's Tax-Free Exchange. Buyer hereunder desires to exchange other
property of like kind and qualifying use within the meaning of Section
1031 of the IRC, for all of Seller's right, title and interest in the
Aircraft. In furtherance thereof, Buyer expressly reserves the right to
assign its rights, but not its obligations, hereunder to a Qualified
Intermediary as provided in IRC Reg. 1.10310(k)-1(g)(4) on or before
the Closing Date.
8.13 Confidentiality. Subject to any federal or state regulatory provisions
applicable to Seller, the terms and conditions of this Agreement and
all writings, discussions, and negotiations in connection with the
transaction contemplated by this Agreement shall remain strictly
confidential and shall not be discussed by either party without the
prior written consent of the other party.
IN WITNESS WHEREOF, the undersigned have entered into this Agreement as
of the date first indicated above.
SELLER:
XXXXX BANK N.A.
By:/s/ XXXX X. XXXXX
-------------------------------------
Print: Xxxx X. Xxxxx
Title: Executive Vice President and
Chief Financial Officer
BUYER: BUYER:
PERPETUAL CORPORATION LAZY LANE FARMS, INC.
By: /s/ XXXXXXXX X. XXXXXX By: /s/ XXXXXXXX X. XXXXXX
--------------------------- ---------------------------
Print: Xxxxxxxx X. Xxxxxx Print: Xxxxxxxx X. Xxxxxx
Title: President Title: Vice President
ATTACHMENT A
Attach a specification sheet for the Aircraft.
EXHIBIT A
AIRCRAFT INSPECTION REPORT
DATE:15 September, 1999
------------------
TO: Xxxxx Bank N.A.
000 00xx Xxxxxx, X.X., 0xx Xxxxx
Xxxxxxxxxx, X.X. 00000
Attn: Xxxxx X. Xxxxx,
Group Vice President
Re: 1982 Gulfstream III (G-1159A) aircraft bearing
manufacturer's serial number 362 and United
States registration number N800AR
Dear Xx. Xxxxx:
Pursuant to that certain Aircraft Purchase Agreement (the
"Agreement") dated as of the 10th day of September, 1999, by and between
Perpetual Corporation and Lazy Lane Farms, Inc. (collectively "Buyer") and Xxxxx
Bank N.A. ("Seller"), with regard to the above-referenced aircraft (the
"Aircraft"), this letter confirms that Buyer has completed its inspection of
the Aircraft on this date.
CHECK ONE:
|x| The inspection of the Aircraft revealed no airworthiness items, or
discrepancies which do not meet manufacturer's tolerances. The Aircraft
is satisfactory and in the inspection condition required for delivery
on the Closing Date, and is hereby accepted in accordance with the
terms thereof.
|_| Subject to Seller's timely remediation, at Seller's sole cost and
expense, of the airworthiness items, or discrepancies which do not meet
manufacturer's tolerances listed in the attachment
*****
hereto, the Aircraft is satisfactory and in the inspection condition
required for delivery on the Closing Date and is hereby accepted in
accordance with the terms thereof.
SINCERELY, AGREED AND ACCEPTED
BUYER: SELLER:
PERPETUAL CORPORATION XXXXX BANK N.A.
By:/s/ XXXXXXXX X. XXXXXX By:/s/ XXXX X. XXXXX
--------------------------- ----------------------
Print: Xxxxxxxx X. Xxxxxx Print: Xxxx X. Xxxxx
Title: President Title: Executive Vice President and
Chief Financial Officer
Date: 9/15/99
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LAZY LANE FARMS, INC.
By: /S/ XXXXXXXX X. XXXXXX
-----------------------
Print: Xxxxxxxx X. Xxxxxx
Title: Vice President
EXHIBIT B
WARRANTY XXXX OF SALE
KNOW ALL MEN BY THESE PRESENTS:
THAT, Xxxxx Bank N.A. ("Seller"), is the lawful owner of the full legal
and beneficial title to:
That certain 1982 Gulfstream III (G-1159A) model aircraft bearing
United States Registration Number N800AR and manufacturer's serial
number 362, together with two Rolls Royce Spey MK-511-8 model engines,
bearing manufacturer's serial numbers 11140 and 11141, and all other
appliances, data, parts, instruments, appurtenances, accessories,
furnishings, or other equipment or property installed on or attached to
said aircraft and engines as well as loose equipment and the Aircraft
Documents associated with the above, as defined in that certain
Aircraft Purchase Agreement (the "Agreement") between Seller and
Perpetual Corporation/Lazy Lane Farms, Inc. (collectively "Buyer"),
dated the 10TH day of September, 1999, all of which shall be
hereinafter referred to collectively as the "Aircraft".
THAT, for good and valuable consideration as provided in this Agreement, receipt
and adequacy of which is hereby acknowledged, Seller does as of the date
provided below, grant, convey, transfer, deliver and set over all of Seller's
right, title and interest in and to the Aircraft unto Buyer and unto its
successors and assigns forever, as follows:
1. Perpetual Corporation - 50% undivided ownership interest
2. Lazy Lane Farms, Inc. - 50% undivided ownership interest
THAT, Seller hereby warrants to Buyer, its successors and assigns, that there is
hereby conveyed to Buyer on the date hereof, exclusive, marketable, legal and
equitable title to the Aircraft free and clear of any and all liens,
encumbrances and rights of others, and that it will warrant and defend such
title forever against all claims and demands whatsoever.
THAT, this Xxxx of Sale is to be read together with, and does not supersede a
xxxx of sale delivered with respect to the Aircraft on a form suitable for
recordation with the Federal Aviation Administration.
IN WITNESS WHEREOF, Seller has caused this instrument to be executed and
delivered by its duly authorized signatory as of this 15TH day of September,
1999.
SELLER:
XXXXX BANK N.A.
By: /s/ XXXX X. XXXXX
-----------------
Print: Xxxx X. Xxxxx
Title: Executive Vice President and
Chief Financial Officer
EXHIBIT C
AIRCRAFT DELIVERY RECEIPT
As of this 15th day of September,1999, Perpetual Corporation/
Lazy Lane Farms, Inc. (collectively "Buyer") accepts delivery at
Washington Xxxxxx National Airport, of the aircraft described below:
That certain 1982 Gulfstream III (G-1159A) model aircraft bearing
United States Registration Number NS800AR and manufacturer's serial number 362,
together with two Rolls Royce Spey MK-511-8 model engines, bearing
manufacturer's serial numbers 11140 and 11141, and all other appliances, data,
parts, instruments, appurtenances, accessories, furnishings, or other equipment
or property installed on or attached to said aircraft and engines as well as
loose equipment and the aircraft documents associated with the above, as defined
in that certain Aircraft Purchase Agreement (the "Agreement") by and between
Buyer and Xxxxx Bank N.A. ("Seller"), dated the 10th day of September, 1999,
all of which shall be hereinafter referred to collectively as the "Aircraft".
Buyer has inspected the Aircraft and all Aircraft Documents, as defined
in the Agreement.
The Aircraft is accepted as meeting the terms and conditions of the
Agreement this 15th day of September, 1999.
BUYER:
PERPETUAL CORPORATION LAZY LANE FARMS, INC.
By: /s/ XXXXXXXX X. XXXXXX By: /S/ XXXXXXXX X. XXXXXX
---------------------- -----------------------
Print: Xxxxxxxx X. Xxxxxx Print: Xxxxxxxx X. Xxxxxx
Title: President Title: Vice President
ACKNOWLEDGED AND AGREED:
SELLER:
XXXXX BANK N.A.
By: /S/ XXXX X. XXXXX
-----------------
Print: Xxxx X. Xxxxx
Title: Executive Vice President and
Chief Financial Officer
Date: 9/15/99
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