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EXHIBIT 10.44
PURCHASE AGREEMENT
DATED AS OF NOVEMBER 15, 1996
BETWEEN
INTERNATIONAL AERO COMPONENTS, INC.
AS SELLER
AND
KITTY HAWK AIRCARGO INC.
AS PURCHASER
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One (1) Boeing model 727-200 aircraft, bearing U.S. Registration Number
N252US, and MSN 19971
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TABLE OF CONTENTS
PAGE
SECTION 1 DEFINITIONS 1
SECTION 2 SALE AND PURCHASE; OTHER AGREEMENTS 3
SECTION 3 CLOSING; CONDITIONS TO CLOSING 4
SECTION 4 REPRESENTATIONS, WARRANTIES AND AGREEMENTS 6
SECTION 5 INDEMNIFICATION; FILINGS 8
SECTION 6 MISCELLANEOUS 9
EXHIBITS
EXHIBIT A AIRCRAFT DESCRIPTION
1. SPECIFICATIONS
2. AVIONICS
3. SPECIFIC INSTALLED PARTS LIST
EXHIBIT B AIRCRAFT DOCUMENTS
EXHIBIT C BILLS OF SALE
EXHIBIT D DELIVERY RECEIPT
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PURCHASE AGREEMENT
THIS AGREEMENT, dated as of November 15, 1996 (the "Agreement"), is by
and between INTERNATIONAL AERO COMPONENTS, INC., an Arizona corporation (the
"Seller"), and KITTY HAWK AIRCARGO INC., a Delaware corporation, (the
"Purchaser").
WITNESSETH
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WHEREAS, Seller is the legal and beneficial owner of that Boeing model
727-200 aircraft, bearing U.S. Registration N252US, and MSN 19971; and
WHEREAS, Seller desires to sell to Purchaser, and Purchaser desires to
purchase from Seller, all of Seller's right, title and interest in and to the
Aircraft on the terms and conditions, and subject to the limitations and
exclusions, set forth herein.
NOW, THEREFORE, for and in consideration of the premises, and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows.
ARTICLE I
DEFINITIONS
SECTION 1.1. DEFINED TERMS.
(a) Unless the context otherwise requires, the following terms shall
have the following respective meanings for all purposes of this Agreement and
shall be equally applicable to both the singular and the plural forms of the
terms herein defined:
AIRCRAFT shall mean the Airframe, more particularly described in
Exhibit A, together with: (i) all Parts and all components thereof (see Exhibit
A); (ii) all ancillary equipment or devices furnished with the Aircraft under
this Agreement; (iii) all Aircraft Documents, and (iv) all substitutions,
replacements and renewals of any and all thereof.
AIRCRAFT DOCUMENTS shall mean the maintenance and inspection records
and all other current and historical records and documentation pertaining to
the Aircraft, and all such documents and records required to be maintained
under Applicable Law and in accordance with the requirements of the FAA and/or
Boeing or any other manufacturer of the Aircraft or Part.
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AIRFRAME shall mean: (a) the Boeing model 727-200 aircraft (excluding
the Engines) bearing manufacturer's serial number 19971 and U.S. Registration
N252US; and (b) any and all Parts applicable or pertaining thereto.
APPLICABLE LAW shall mean: (i) any law, statute, decree, constitution,
regulation, order, judgment, rule, license, permit, injunction or other
directive of any Governmental Entity; (ii) any treaty, pact, compact or other
agreement to which any Governmental Entity is a signatory or party; (iii) any
judicial interpretation or application of those described in (i) or (ii) above;
(iv) any administrative interpretation or application of those described in (i)
or (ii) above; and (v) any amendment or revision of any of those described in
(i), (ii), (iii) or (iv) above.
BILLS OF SALE shall mean the warranty xxxx of sale and a duly executed
FAA Form 8050-2, in the form attached as Exhibit C hereto, to be delivered by
Seller to Purchaser for the Aircraft.
BUSINESS DAY shall mean any day other than a Saturday, Sunday or other
day on which banking institutions in Tucson, Arizona are authorized or required
by law to be closed.
DELIVERY DATE shall mean the date on which Seller is obligated to
tender title to the Aircraft to Purchaser, and Seller accepts delivery of the
Aircraft, all as further provided in Section 3.1 hereof.
DELIVERY RECEIPT shall mean the delivery and acceptance receipt, dated
the Delivery Date, in the form of Exhibit D hereto.
EVENT OF LOSS shall mean any of the following events with respect to
the Aircraft or Airframe: (a) Loss of such property or its use due to theft or
disappearance, damage economic repair, or rendition of such property permanently
unfit for normal use by Lessee for any reason whatsoever; (b) any damage to such
property which results in an insurance settlement with respect to such property
on the basis of a total loss, or; (c) the condemnation, confiscation,
appropriation or seizure of, or requisition of title to, such condemnation,
confiscation, appropriation or seizure of, or requisition of title to, such
property; or the use of such property by any Governmental Entity. In the event
of a partial loss event which is insured against by Seller, Purchaser shall have
the discretion to elect that if such insurance provides for proceeds to be
applied to correct the partial loss, that such partial loss be corrected and not
be treated as an Event of Loss.
GOVERNMENTAL ENTITY shall mean and include: (i) the FAA; (ii) any
national, state, or local government (whether domestic or foreign), any
political subdivision thereof or local jurisdiction therein; (iii) any board,
commission, department, division, organ, instrumentality, court or agency of
any entity described in (ii) above, however
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constituted, and those of the United States of America; and (iv) any
association, organization or institution of which any entity described in (ii)
or (iii) above is a member or to whose jurisdiction any such entity is subject
or in whose activities any such entity is a participant but only (except for
purposes of defining "Applicable Law" above) to the extent that any entity
described in (i) through (iv) above has jurisdiction over this Agreement, or the
Aircraft and its operations, or any of the parties hereto or the transactions
contemplated hereby.
INDEMNITEES shall mean, collectively, Purchaser and its officers,
directors, shareholders, controlling persons, agents, employees and their
respective successors and assigns.
LIEN shall mean any mortgage, pledge, security interest, encumbrance,
lien, easement, servitude or charge of any kind or nature whatsoever.
OPERATIVE DOCUMENTS shall mean this Agreement, the Xxxx of Sale and all
of the agreements, instruments, certificates and other documents of any nature
executed in connection therewith, including any amendments, modifications or
supplements thereto from time to time.
PARTS shall mean all appliances components, parts, instruments,
appurtenances, avionics, accessories, furnishings and other equipment of
whatever nature which may now or from time to time prior to the Delivery Date
be incorporated or installed in or attached to (or if not then attached or
installed, which pertain thereto and would be so attached or installed but for
repairs and/or inspection as of the Delivery Date) the Airframe, including
those described in Exhibit A.
PERSON shall mean any individual, corporation, partnership, joint
venture, business association, joint-stock company, trust or unincorporated
organization or any government or political subdivision thereof or any
governmental agency.
TAXES shall mean any and all sales, use, business, gross income,
personal property, transfer, fuel, leasing, occupational, value added, excess
profits, excise, gross receipts, franchise, stamp, documentation, registration,
income, levies, imposts, withholdings or other taxes or duties of any nature,
together with any penalties, fines, charges or interest thereon.
(b) All references in this Agreement to sections, paragraphs, clauses,
schedules, appendices and exhibits are to sections, paragraphs, clauses,
schedules, appendices and exhibits in and to this Agreement unless otherwise
indicated.
ARTICLE II
SALE AND PURCHASE; OTHER AGREEMENTS
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SECTION 2.1. SALE AND PURCHASE; TERMINATION.
(a) Subject to the terms and conditions set forth herein, on the
Delivery Date, Seller agrees to sell, convey, transfer and assign to Purchaser,
and Purchaser agrees to purchase and accept from Seller, all of the Seller's
right, title and interest in and to the Aircraft, free and clear of any and all
Liens and other encumbrances whatsoever.
(b) EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, THE AIRCRAFT IS
BEING SOLD BY SELLER TO PURCHASER "AS IS, WHERE IS" AND SELLER MAKES NO
WARRANTIES OR GUARANTIES, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AS
TO THE CONDITION OF THE AIRCRAFT OR ANY PART THEREOF.
SECTION 2.2. DEPOSIT; PURCHASE PRICE, RENT ADJUSTMENT; PAYMENT.
(a) Purchaser shall deposit an amount equal to One Hundred Thousand
Dollars (US$100,000) with Seller upon signing this Agreement, such amount to be
fully credited against the purchase price. Such amount is to be fully and
promptly reimbursed to Purchaser if Seller defaults in its obligations
hereunder or this Agreement becomes otherwise unperformable.
(b) The purchase price payable by Purchaser to Seller for the
Aircraft on the Delivery Date (the "Purchase Price") is an amount equal to Six
Hundred and Seventy Five Thousand Dollars (US$675,000.00) less the amount of
Purchaser's US$100,000 Deposit. The Purchase Price shall be payable by
Purchaser in lawful currency of the United States of America in the manner
contemplated by paragraph (b) of this Section 2.2.
(c) Payment of the purchase price on the Delivery Date shall be
made by Purchaser by wire transfer of immediately available funds, to such
account as Seller may direct in writing.
SECTION 2.3. TAXES. Purchaser shall be responsible for payment of any
Taxes and similar charges lawfully imposed by any Governmental Entity upon the
sale and Purchase of the Aircraft as contemplated hereby.
ARTICLE III
CLOSING; CONDITIONS TO CLOSING
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SECTION 3.1. CLOSING/DELIVERY OF THE AIRCRAFT. The Seller shall deliver
the Aircraft to Purchaser in Tucson, Arizona on such date as the parties shall
mutually agree, but no later than November 29, 1996.
Seller shall have completely assembled the Airframe at Seller's cost,
performed an A and B check on the Airframe, performed a landing gear swing, and
performed a weight and balance calculation.
Purchaser shall have provided three (3) JT8D-7B engines in Quick Engine
Change configuration ("QEC") and installed such engines on the Airframe at
Purchaser's expense. Purchaser shall be responsible for obtaining a Ferry
Permit from the U.S. FAA, and Seller and Buyer will use their reasonable best
efforts to work together to obtain the Ferry Permit. If either party, in its
sole and reasonable judgment, believes that obtaining ferry permit is not an
economically feasible alternative, the sale will be terminated. If Purchaser is
unable to provide such ferry engines, Seller shall use its best efforts to
assist Purchaser in locating such ferry engines, including lending Purchaser
appropriate ferry engines in Seller's possession on commercial terms, including
commercial price for such loan.
Seller hereby warrants to Purchaser that it has good and marketable
title to the Aircraft free and clear of any and all Liens whatsoever, and upon
execution and delivery of the Bills of Sale to Purchaser hereunder, Seller shall
have transferred good and marketable title to such Aircraft to Purchaser,that
Purchaser shall be fully vested with the same; and further that Seller shall
forever defend such title against any and all claims and demands whatsoever, at
Seller's sole cost and expense.
SECTION 3.2. SELLER'S CONDITIONS TO CLOSING. The obligation of Seller
to sell the Aircraft on the Delivery Date as provided herein is subject to the
compliance (to the reasonable satisfaction of Seller) on or before the Delivery
Date with, or the waiver by Seller on or before the Delivery Date of, the
following conditions precedent:
(a) Litigation. No action, proceeding or investigation shall have been
instituted or threatened before any Governmental Entity, nor shall any order,
writ, judgment or decree have been issued or proposed to be issued by any
Governmental Entity, which in any case questions the validity or legality of
this Agreement, the Operative Documents, the transactions contemplated hereby
and thereby, or the ability of either party to consummate any of such
transactions.
(b) Purchase Price / Delivery Receipt. Purchaser shall have paid the
Purchase Price as contemplated by Section 2.2 hereof, and executed and tendered
the Delivery Receipts.
SECTION 3.3. PURCHASER'S CONDITIONS TO CLOSING. The obligation of
Purchaser to purchase the Aircraft, and to pay the Purchase Price on the
Delivery Date as provided herein is subject to the compliance by Seller on or
before the Delivery Date
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with, or the express waiver by Purchaser on or before the Delivery Date of, the
following conditions precedent:
(a) Consents Under Other Obligations; Governmental Authority
Notices and Approvals. All approvals and consents of, or notices to, any
Governmental Authority, which are required in connection with the transactions
contemplated by the Operative Documents, shall to the reasonable satisfaction
of Purchaser have been duly obtained, given or accomplished.
(b) Litigation. No action, proceeding or investigation shall have
been instituted or threatened before any Governmental Entity, nor shall any
order, writ, judgment or decree have been issued or proposed to be issued by
any Governmental Entity, which in any case questions the validity or legality
of this Agreement, the Operative Documents, the transactions contemplated hereby
and thereby or the ability of either party hereto to consummate any of such
transactions.
(c) Bills of Sale. The Bills of Sale shall have been duly
authorized, executed and tendered by Seller.
(d) Event of Loss. No Event of Loss, or any event which, with
notice, lapse of time, or both, would become an Event of Loss, shall have
occurred.
(e) Tender of Aircraft. Seller shall have tendered delivery and
possession of the Aircraft.
(f) Proceedings Satisfactory. All proceedings taken in connection
with the transactions contemplated hereby and all documents and papers
relating thereto shall be reasonably satisfactory to Purchaser, and Purchaser
shall have received copies of such documents and papers as Purchaser may
reasonably request in connection therewith, all in form and substance
satisfactory to Purchaser.
ARTICLE IV
REPRESENTATIONS, WARRANTIES AND AGREEMENTS
SECTION 4.1. REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF SELLER.
Seller represents, warrants and covenants to, and agrees with, Purchaser as
follows, such representations, warranties and covenants to survive the
execution and delivery of this Agreement and the Operative Documents.
(a) Organization, Corporate Authority, Etc. Seller is a corporation
duly incorporated, validly existing and in good standing under the laws of the
State of Arizona, and is duly qualified to own its properties and carry on its
business in each jurisdiction where the failure to be so qualified would have
a material adverse effect on
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Seller's business. Seller has all requisite corporate power and authority to
enter into and perform its obligations under this Agreement and the Operative
Documents executed and delivered by it in connection herewith.
(b) Authorization, Etc. This Agreement and the transactions
contemplated hereby have been duly authorized, executed and delivered by
Seller. This Agreement constitutes the legal, valid and binding obligations of
Seller enforceable against Seller in accordance with its terms, except as
enforcement of the terms hereof and thereof may be limited by applicable
bankruptcy, insolvency, reorganization, liquidation, moratorium or similar laws
affecting enforcement of creditors' rights generally.
(c) No Violation. Neither execution, delivery or performance by
Seller of this Agreement or any other Operative Document or agreement related
hereto, or the consummation by Seller of any of the transactions contemplated
hereby or thereby, will contravene any Applicable Law binding on Seller or any
of its property, or any provision of the charter or bylaws of Seller, or will
result in a breach of, or constitute a default under, or contravene any
provision of, any agreement or instrument to which Seller is a party or by
which Seller or any of its property is bound (which breach, default or
contravention would have a material adverse effect on such execution, delivery
or performance).
(d) No Consents and Approvals. Neither the execution, delivery or
performance by Seller of this Agreement or any other document or agreement
related hereto, nor the consummation by Seller of any of the transactions
contemplated hereby or thereby, requires the consent or approval of, the giving
of notice to, the registration, recording or filing of any documents with, or
the taking of any other action in respect of, any Governmental Entity or the
terms and provisions of any thereof, except such as have been obtained or
effected on or prior to the Closing Date.
(e) Prior Transfers; Title. Seller is the sole legal and
beneficial owner of the Aircraft and registered owner of the Aircraft with the
FAA. There are no Liens on the Aircraft, and Seller will convey to Purchaser
good and marketable title to the Aircraft, free and clear of any and all other
Liens.
(f) No Defaults. Seller is not in default with respect to any of
its obligations hereunder nor does any condition exist, the existence of which,
upon the giving of notice or the lapse of time, or both, would constitute such
a default. In addition, no Event of Default, or other similar event or
condition giving rise to substantially the same consequences hereunder or
thereunder has occurred and is continuing.
(g) No Material Litigation. There are no pending or, to the best of
Seller's knowledge, threatened investigations, suits or proceedings against
Seller or affecting Seller, the Aircraft or its properties, which would
materially adversely affect the consummation of the transactions contemplated
by, or the performance by Seller of its obligations under, this Agreement and
the other Operative Documents.
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SECTION 4.2. REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF PURCHASER.
Purchaser represents, warrants and covenants to Seller as follows, such
representations, warranties and covenants to survive the execution and
delivery of this Agreement:
(a) Organization, Corporate Authority, Etc. Purchaser is a
corporation duly organized, validly existing and in good standing under the
laws of the State of Delaware. The purchase and sale of property similar to the
Aircraft is within the ordinary course of business conducted by Purchaser and
Purchaser has all requisite corporate power and authority to enter into and
perform its obligations under this Agreement and the other Operative Documents
to which it is a party.
(b) Authorization, Etc. This Agreement has been duly authorized,
executed and delivered by Purchaser. This Agreement constitutes the legal,
valid and binding obligations of Purchaser, enforceable against it in accordance
with its respective terms, except as enforcement of the terms hereof and
thereof may be limited by applicable bankruptcy, insolvency, reorganization,
liquidation, moratorium or similar laws affecting enforcement of creditors'
rights generally.
(c) No Violation. Neither the execution, delivery or performance
by Purchaser of this Agreement or the other Operative Documents to which it is
a party, or the consummation of any of the transactions contemplated hereby or
thereby, will contravene any Applicable Law binding on Purchaser or any of its
property, or any provision of the articles of incorporation or bylaws of
Purchaser, or will result in a breach of, or constitute a default under, or
contravene any provision of, any agreement or instrument to which Purchaser is
a party or by which Purchaser or any of its property is bound (which breach,
default, or contravention would have a material adverse effect on such
execution, delivery or performance)
ARTICLE V
INDEMNIFICATION; FILINGS
SECTION 5.1. INDEMNIFICATION.
(a) Seller agrees to indemnify, defend and hold Purchaser, its
officers, directors, employees and shareholders harmless from any and all
liabilities, damages, losses, expenses, demands, claims, suits or judgments by,
or on behalf of, any third party or parties, including reasonable attorneys
fees and expenses, arising out of: (i) the breach of any representation,
warranty, or covenant of Seller set forth herein; (ii) any breach or other
default by Seller under this Agreement or the other Operative Documents; and
(iii) any act or event occurring prior to delivery of the Aircraft to
Purchaser on the Closing Date and related to the Aircraft and Seller's
ownership of the
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same.
(b) Purchaser hereby agrees to indemnify, defend and hold Seller, its
officers, directors and employees, harmless from any and all liabilities,
damages, losses, expenses, demands, claims, suits or judgments by, or on behalf
of, any third party or parties, including reasonable attorneys fees and
expenses arising out of: (i) the breach of any representation, warranty or
covenant of Purchaser set forth herein; (ii) any breach or other default by
Purchaser hereunder; and (iii) any act or event occurring after delivery of the
Aircraft to Purchaser on the Closing Date and related to the Aircraft and
Purchaser's ownership of the same.
ARTICLE VI
MISCELLANEOUS
SECTION 6.1. TRANSACTION COSTS. Each party hereto agrees to pay the fees
and expenses of its own counsel and/or special counsel in connection with the
transactions contemplated hereby.
SECTION 6.2. BROKERS, FINDERS, ETC. Except with respect to Purchaser's
arrangement with Fieldstone, each party represents to the other that it has
dealt with no broker or finder in connection with the transactions contemplated
hereby, and no broker or person acting on such a party's behalf is entitled to
any brokerage fee, financial advisory fee, commission or finder's fee in
connection with such transactions. Seller and Purchaser each agree to indemnify
and hold harmless the other from and against any and all loss, liability,
damage, cost, claim or expense (including without limitation attorneys' fees)
incurred by reason of any such commission, brokerage fee, financial advisory
fee or finder's fee alleged to be payable because of any act, omission or
statement of the indemnifying party.
SECTION 6.3. COUNTERPARTS; EFFECTIVE DATE. This Agreement may be
executed by the parties hereto in separate counterparts, each of which when so
executed and delivered shall be an original, but all such counterparts shall
together constitute but one and the same instrument.
SECTION 6.4. AMENDMENTS, ETC.; ENTIRE AGREEMENT. This Agreement
contains the entire agreement of the parties with respect to the subject matter
hereof, and supersede all prior agreements and understandings between the
parties, whether written or oral. Neither this Agreement, nor any of the terms
hereof or thereof may be terminated, amended, supplemented, waived or modified
orally, but only by an instrument which purports to terminate, amend,
supplement, waive or modify this Agreement, or any of the terms hereof or
thereof, signed by the party against which the enforcement of the termination,
amendment, supplement, waiver or modification is sought. The schedules,
exhibits and appendices attached to this Agreement constitute
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a part of this Agreement and are incorporated herein by reference as if set
forth in full in the main body of this Agreement.
SECTION 6.5. SUCCESSORS AND ASSIGNS. This Agreement shall be binding
upon and inure to the benefit of the parties hereto and their successors and
assigns. Neither party hereto shall assign its rights hereunder without the
consent of the other party unless required to do so by Applicable Law.
SECTION 6.6. GOVERNING LAW. This Agreement, including all matters of
construction, validity and performance, shall in all respects be governed by,
and construed in accordance with, the law of the State of Arizona applicable to
contracts made in such state and to be performed entirely within such state,
without giving effect to principles relating to conflicts of law. Any dispute
under this Agreement shall be settled exclusively by arbitration under the
commercial arbitration rules of the American Arbitration Association. The
locale of arbitration shall, at the request of either party, be in the State of
Arizona. Judgment upon an arbitration award may be entered in any court
having jurisdiction. The prevailing party in arbitration or in litigation to
enforce an arbitration award shall be entitled to recover reasonable attorney's
fees and costs.
SECTION 6.7. NOTICES. All notices, offers, acceptances, approvals,
waivers, requests, demands and other communications hereunder or under any
instrument, certificate or other instrument delivered in connection with the
transactions described herein shall be in writing, shall be addressed as
provided below and shall be considered as properly given (a) if delivered in
person, (b) if sent by FedEx or DHL, (c) if mailed by first class United States
mail, postage prepaid, registered or certified with return receipt requested,
(d) if sent by prepaid telegram or by telex and confirmed, or (e) if sent by
any electronic data transmission facility and confirmed. Notice so given shall
be effective upon receipt; provided, that if any notice is tendered to an
addressee and the delivery thereof is refused by such addressee, such notice
shall be effective upon such tender. For the purpose of notice, the address of
the parties shall be as set forth below; provided, that any party shall have
the right to change its address for notice hereunder to any other location by
the giving of prior notice to the other party in the manner set forth
hereinabove. The initial addresses of the parties hereto are as follows:
Purchaser: Kitty Hawk Aircargo, Inc.
0000 Xxxx 00xx Xxxxxx
XXX Xxxxxxx, Xxxxx 00000
Attn: Xxxxxxx Xxxxxxxxx
Fax: 000-000-0000
Seller: International Aero Components, Inc.
0000 Xxxx Xxxxxx
Xxxxxx, Xxxxxxx 00000
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Attention: General Manager
Fax: (000) 000-0000
SECTION 6.8. SEVERABILITY OF PROVISIONS. Any provision of this
Agreement which is prohibited or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof or
affecting the validity or enforceability of such provision in any other
jurisdiction.
SECTION 6.9. HEADINGS. The headings used herein are for convenience of
reference only and shall not define or limit any of the term or provisions
hereof.
SECTION 6.10. SURVIVAL. The representations, warranties and covenants
of the parties contained in this Agreement, or in any instrument, certificate
or other document delivered in connection herewith or therewith, shall survive
execution and delivery hereof.
SECTION 6.11. FURTHER ASSURANCES. Seller and Purchaser shall do and
perform such further acts and execute and deliver such further instruments as
may be required by law or reasonably requested by either party to carry out and
effectuate the purposes of this Agreement.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered by their respective officers thereunto duly
authorized as of the day and year set forth above.
SELLER: INTERNATIONAL AERO COMPONENTS, INC.
By: /s/ XXXXXXX X. XXXXX
Name: Xxxxxxx X. Xxxxx
Title: Director
PURCHASER: KITTY HAWK AIRCARGO INC.
By: /s/ XXXXXXX X. XXXXXXXXX
Name: Xxxxxxx X. Xxxxxxxxx
Title: Vice President CFO
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