STOCK PURCHASE AGREEMENT by and between RIVER HAWK AVIATION, INC., a Nevada Corporation and SOUTHLAND HOLDING CORP., a Nevada Corporation
Exhibit
10.9
by
and between
RIVER
HAWK AVIATION, INC.,
a
Nevada Corporation
and
SOUTHLAND
HOLDING CORP.,
a
Nevada Corporation
THIS
STOCK PURCHASE AGREEMENT dated May 9, 2007, is by and among River Hawk Aviation,
Inc., Nevada corporation (“River Hawk”) and Southland Holding Corp., a Nevada
corporation (“Southland”) (the “Agreement”).
WHEREAS,
River Hawk desires to sell all of its equity interests held in Eastern Caribbean
Airlines Corporation (“EC Air”) and Viva
Air
Dominicana, S.A. (“VAD”) (collectively, the “Subsidiary Shares”) on the terms
and subject to the conditions set forth herein;
WHEREAS,
Southland desires to purchase all of the Subsidiary Shares held by River Hawk
on
the terms and subject to the conditions set forth herein;
WHEREAS,
the purchase price paid by Southland for the Subsidiary Shares will be the
assumption of certain liabilities including, but not limited to, current and
future litigation;
WHEREAS,
Southland, its authorized agent, Xxx Xxxxxx (“Xx. Xxxxxx”), and River Hawk
(collectively, the “Parties”) desire to resolve any claims between themselves,
including, but not limited to, all issues between themselves with respect to
Xx.
Xxxxxx’x association with River Hawk (collectively, the “Settlement Issues”);
and
WHEREAS,
it is intended that this Agreement be construed in the broadest possible manner,
in accordance with the Parties’ express intention that all disputes between them
arising out of or in any way connected to the Settlement Issues be forever
resolved.
NOW,
THEREFORE, in consideration of the premises and the mutual and independent
covenants hereinafter set forth, the parties hereto agree as
follows:
ARTICLE
I
AMOUNT
AND TERMS OF PURCHASE
1.1 Sale
As consideration for receiving the Subsidiary Shares, and subject to the terms and conditions hereof, Southland hereby agrees to assume those liabilities of River Xxxx, XX Air and VAD listed on Schedules 1.1 through 1.6 (the “Assumed Liabilities”). Southland also agrees to assume responsibility for all current and future litigation matters where EC Air and/or VAD is or may be a party.
As consideration for receiving the Subsidiary Shares, and subject to the terms and conditions hereof, Southland hereby agrees to assume those liabilities of River Xxxx, XX Air and VAD listed on Schedules 1.1 through 1.6 (the “Assumed Liabilities”). Southland also agrees to assume responsibility for all current and future litigation matters where EC Air and/or VAD is or may be a party.
1.2 Closing Date
The
sale
of the Subsidiary Shares shall take place on May 16, 2007 at the offices of
River Hawk, 000 Xxxxxxxx Xxxx Xxxxx, Xxxxx 0, Xxxxxxxx Xxxx, XX 00000 or another
location at River Hawk’s request (the “Closing”).
1.3 Conditions
Precedent to Closing by Southland
The
obligations hereunder of Southland to receive the Subsidiary Shares are subject
to the satisfaction of each of the following conditions at or prior to Closing
unless waived by Southland in writing:
| 1.3.1 |
The
representations and warranties of River Hawk contained in this Agreement
shall be deemed to have been made at and as of the Closing and shall
then
be true in all material respects.
|
| 1.3.2 |
River
Hawk
shall have performed and complied in all material respects with the
agreements and conditions required by this Agreement to be performed
or
complied with prior to or at the Closing, including without limitation
the
delivery of documents referred to elsewhere in this Agreement as
being
required to be delivered prior to or at the
Closing.
|
| 1.3.3 |
Southland
shall have received, in form and content satisfactory to Southland’s
counsel, an Officer’s Certification executed by the Chief Executive
Officer of River Hawk indicating that River Hawk has commenced the
steps
necessary to produce:
|
| (a) |
Stock
certificates duly executed by River Hawk evidencing ownership by
Southland
of that number of shares of EC Air common stock set out on Schedule
1.7
hereto; and
|
| (b) |
Stock
certificates duly executed by River Hawk evidencing ownership by
Southland
of that number of shares of VAD common stock set out on Schedule
1.7
hereto;
|
| 1.3.4 |
As
additional consideration for River Hawk entering into this Agreement,
Southland, on behalf of itself, its officers, directors, shareholders,
employees, affiliates, successors and assigns, hereby fully, forever,
irrevocably and unconditionally settles, releases, remises and discharges
River Hawk, and each of its former, current and future officers,
directors, consultants, stockholders, attorneys, agents, spouses,
administrators, employees, heirs, successors and assigns and all
persons
acting by, through, under, or in concert with them (the “River Hawk
Released Parties”) from any and all claims, charges, complaints, demands,
actions, causes of action, suits, rights, debts, sums of money, costs,
accounts, reckonings, covenants, contracts, agreements, promises,
doings,
omissions, damages, executions, obligations, liabilities, and expenses
(including attorneys’ fees and costs), of every kind and nature, known or
unknown, which Southland ever had or now has, including, but not
limited
to, the Assumed Liabilities and all common law claims including,
but not
limited to, actions in tort, defamation, breach of contract, and
any
claims under federal, state or local statutes or ordinances not expressly
referred to above.
|
1.4 Conditions Precedent to Closing by River Hawk
The
obligations hereunder of River Hawk to sell the Subsidiary Shares to Southland
are subject to the satisfaction of each of the following conditions at or prior
to Closing unless waived by River Hawk in writing:
| 1.4.1 |
The
representations and warranties of Southland contained in this Agreement
shall be deemed to have been made at and as of the Closing and shall
then
be true in all material respects.
|
| 1.4.2 |
Xx.
Xxxxxx shall have entered into a shareholder agreement (the “Shareholder
Agreement”), whereby certain convertible promissory notes (the “Notes”)
held by Xx. Xxxxxx and/or Chesscom Consultants, Inc., convertible
into
shares of River Hawk’s common stock (the “Common Stock”), will be placed
into an escrow account maintained by The Xxxx Law Group, PLLC, such
that
1) the Notes will be subject to certain restrictions on the amount
of
Common Stock which may be converted and sold per month; and 2) upon
conversion of the Notes by Xx. Xxxxxx and/or his assigns into shares
of
Common Stock, Xx. Xxxxxx and/or his assigns, must give the right
of first
refusal to purchase the Common Stock at the conversion price to the
following, in order: 1) River Hawk; and 2) River Hawk’s officers and board
of directors.
|
| 1.4.3 |
Southland
shall have performed and complied in all material respects with the
agreements and conditions required by this Agreement to be performed
or
complied with prior to or at the Closing, including without limitation
the
delivery of documents referred to elsewhere in this Agreement as
being
required to be delivered prior to or at the
Closing.
|
| 1.4.4 |
As
additional consideration for Southland entering into this Agreement,
River
Hawk, on behalf of itself, its officers, directors, shareholders,
employees, affiliates, successors and assigns, hereby fully, forever,
irrevocably and unconditionally settles, releases, remises and discharges
Southland, attorneys, agents, spouses, administrators, employees,
heirs,
successors and assigns and all persons acting by, through, under,
or in
concert with them (the “Southland Released Parties”) from any and all
claims, charges, complaints, demands, actions, causes of action,
suits,
rights, debts, sums of money, costs, accounts, reckonings, covenants,
contracts, agreements, promises, doings, omissions, damages, executions,
obligations, liabilities, and expenses (including attorneys’ fees and
costs), of every kind and nature, known or unknown, which River Hawk
ever
had or now has, including, but not limited to, all common law claims
including, but not limited to, actions in tort, defamation, breach
of
contract, and any claims under federal, state or local statutes or
ordinances not expressly referred to
above.
|
ARTICLE
II
REPRESENTATIONS
AND WARRANTIES
2.1 Representations
and Warranties of River Hawk
River
Hawk hereby represents and warrants that the following are true and correct
as
of the date hereof:
| 2.1.1 |
Organization,
Qualification and Corporate Power
River Hawk is a corporation duly organized and existing in good standing
under the laws of the State of Nevada without limit as to the duration
of
its existence and has corporate power and authority, rights and franchises
to own its property and to carry on its business as now conducted.
River
Hawk has the corporate power and authority to make and carry out
this
Agreement and to issue the Subsidiary Shares as herein provided.
River
Hawk has the corporate power, permits and other authorizations necessary
to own and operate its properties and, except where the failure to
do so
would not materially adversely affect River Hawk’s business, to carry on
the business currently conducted by it, including all licenses, permits
and authorizations of any and all applicable federal, state and local
governmental agencies and is duly qualified as a foreign corporation
authorized to do business and in good standing in each other jurisdiction
in which such qualification and good standing may be required by
applicable law.
|
| 2.1.2 |
EC
Air Common Stock
The shares of EC Air Common Stock are not subject to preemptive rights
and, when issued and sold at the Closing in accordance with this
Agreement, will be duly and validly authorized, issued, outstanding,
fully
paid and non-assessable. The shares of EC Air Common Stock at Closing
will
be free of any and all encumbrances, claims or security interests
whatsoever.
|
| 2.1.3 |
VAD
Common Stock
The shares of VAD Common Stock are not subject to preemptive rights
and,
when issued and sold at the Closing in accordance with this Agreement,
will be duly and validly authorized, issued, outstanding, fully paid
and
non-assessable. The shares of VAD Common Stock at Closing will be
free of
any and all encumbrances, claims or security interests
whatsoever.
|
| 2.1.4 |
Authorization
of Agreement and Subsidiary Shares; Validity
The execution, delivery and performance of this Agreement, and the
sale of
the Subsidiary Shares, have been duly authorized by River Xxxx, XX
Air and
VAD and do not require the consent or approval of any governmental
body or
other regulatory authority of the United States or of any other party
(except the issuance of the Subsidiary Shares may require notice
filings
under one or more state securities laws), and are not in contravention
of
or in conflict with any law or regulation of the United States, or
of any
state thereof, or any political subdivision of the foregoing, or
any term
or provision of the Certificate of Incorporation or Bylaws of River
Xxxx,
XX Air or VAD. This Agreement is the valid, binding and legally
enforceable obligation of River Hawk in accordance with its
terms.
|
| 2.1.5 |
Conflict
The execution, delivery and performance of this Agreement, and the
sale
and delivery of the Subsidiary Shares, are not, in any material respect,
in contravention of or in conflict with any material agreement, indenture
or undertaking to which River Hawk is a party or by which it or any
of its
property may be bound or affected, and do not cause any security
interest,
lien or other encumbrance to be created or imposed upon any such
property
by reason thereof.
|
2.2 Representations
and Warranties of Southland
| 2.2.1 |
Organization,
Qualification and Corporate Power
Southland is a corporation duly organized and existing in good standing
under the laws of the State of Nevada without limit as to the duration
of
its existence and has corporate power and authority, rights and franchises
to own its property and to carry on its business as now conducted.
Southland has the corporate power and authority to make and carry
out this
Agreement as herein provided. Southland has the corporate power,
permits
and other authorizations necessary to own and operate its properties
and,
except where the failure to do so would not materially adversely
affect
River Hawk’s business, to carry on the business currently conducted by it,
including all licenses, permits and authorizations of any and all
applicable federal, state and local governmental agencies and is
duly
qualified as a foreign corporation authorized to do business and
in good
standing in each other jurisdiction in which such qualification and
good
standing may be required by applicable law.
|
| 2.2.2 |
Authorization
of Agreement; Validity
Southland’s execution, delivery and performance of this Agreement has been
duly authorized by Southland and Southland has all requisite power
and
authority to enter into this Agreement, and such execution, delivery
and
performance is not in contravention of or in conflict with any
law or
regulation of the United States, or any political subdivision thereof,
or
any agreement or document binding upon Southland. This Agreement,
when
delivered, will be the valid, binding and legally enforceable obligation
of Southland in accordance with its
terms.
|
| 2.2.3 |
Conflict
The execution, delivery and performance of this Agreement is not
in any
material respect, in contravention of or in conflict with any material
agreement, indenture or undertaking to which Southland is a party
or by
which its property may be bound or affected, and does not cause any
security interest, lien or other encumbrance to be created or imposed
upon
any such property by reason
thereof.
|
| 2.2.4 |
Southland
is an “Accredited Investor” as defined in Rule 501(a) of the Securities
Act of 1933, as amended (the “Securities
Act”).
|
| 2.2.5 |
Southland
has not been formed for the specific purpose of acquiring the Subsidiary
Shares.
|
| 2.2.6 |
Southland
understands that (i) the Subsidiary Shares have not been registered
under
the Securities Act by reason of their issuance in a transaction exempt
from the registration requirements of the Securities Act pursuant
to
Section 4(2) thereof or any applicable state securities laws, (ii)
the
Subsidiary Shares must be held indefinitely unless a subsequent
disposition thereof is registered under the Securities Act or is
exempt
from such registration and such state laws, (iii) the Subsidiary
Shares
will bear a legend to such effect and (iv) River Xxxx, XX Air and
VAD will
make a notation on its transfer books to such
effect.
|
| 2.2.7 |
Southland
understands that the exemption from registration afforded by Rule
144
under the Securities Act depends on the satisfaction of various conditions
and that, if applicable, Rule 144 affords the basis of sales of the
Subsidiary Shares in limited amounts under certain conditions and
in
unlimited amounts under certain
conditions.
|
| 2.2.8 |
Southland
understands that no public market now exists for any of the securities
issued by River Hawk and that there is no assurance that a public
market
will ever exist for the securities of EC Air and/or
VAD.
|
| 2.2.9 |
Southland
has had a full opportunity to request from River Xxxx, XX Air and
VAD and
to review and has reviewed all information which it deems relevant
in
making a decision to purchase the Subsidiary Shares and Southland
will
comply with any of the restrictions on transferability of the Subsidiary
Shares.
|
ARTICLE
III
COVENANTS
3.1 Legend
To
assist
in effectuating the provisions of Section 2.2.6, Southland hereby consents
to
the placement of the following legends:
| 3.1.1 |
on
all certificates certifying ownership of any shares of EC Air Common
Stock
or VAD Common Stock:
|
THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 AND
MAY
NOT BE SOLD OR TRANSFERRED IN THE UNITED STATES OR ANY OF ITS TERRITORIES OR
POSSESSIONS OR AREAS SUBJECT TO ITS JURISDICTION OR TO ANY PERSON WHO IS A
NATIONAL, CITIZEN OR RESIDENT THEREOF OR PERSON NORMALLY RESIDENT THEREIN OR
TO
ANY PERSON PURCHASING FOR RESALE TO ANY SUCH PERSON IN THE ABSENCE OF SUCH
REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT.
IN
ADDITION THE
SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE PROVISIONS OF A
STOCKHOLDERS AGREEMENT AMONG THE COMPANY AND CERTAIN STOCKHOLDERS OF THE COMPANY
AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED
OF
EXCEPT IN ACCORDANCE THEREWITH. A COPY OF SUCH AGREEMENT IS ON FILE AT THE
OFFICE OF THE SECRETARY OF THE COMPANY.
3.2 Indemnification
| 3.2.1 |
Subject
to the provisions of Section 4.1
and of this Section 3.2,
River Xxxx, XX Air and VAD shall severally but not jointly indemnify
and
hold harmless Southland against all losses, liabilities, costs, reasonable
legal fees and other expenses of River Xxxx, XX Air and VAD and its
partners, members, officers, directors and controlling persons resulting
from any material breach of any warranty, representation, covenant,
agreement or obligation of Southland contained herein (“River Hawk
Damages”).
|
| 3.2.2 |
Subject
to the provisions of Section 4.1
and of this Section 3.2,
Southland shall severally but not jointly indemnify and hold harmless
River Xxxx, XX Air and VAD against all losses, liabilities, costs,
reasonable legal fees and the expenses of Southland and its officers,
directors and controlling persons resulting from any material breach
of
any warranty, representation, covenant, agreement or obligation of
such
one of River Xxxx, XX Air and VAD contained herein (“Southland
Damages”).
|
| 3.2.3 |
Promptly
after receipt by an indemnified party under this Section 3.2
of
a third party claim or notice of the commencement of any action (including
any governmental action), such indemnified party will, if a claim
in
respect thereof is to be made against any indemnifying party under
this
Section 3.2,
deliver to the indemnifying party a written notice thereof and the
indemnifying party shall have the right to participate in and, to
the
extent the indemnifying party so desires, jointly with any other
indemnifying party similarly notified, to assume the defense thereof
with
counsel mutually satisfactory to the indemnifying parties; provided,
however, that an indemnified party (together with all other indemnified
parties which may be represented without conflict by one counsel)
shall
have the right to retain one separate counsel, with the fees and
expenses
to be paid by the indemnifying party, if representation of such
indemnified party by the counsel retained by the indemnifying party
would
be inappropriate due to actual or potential differing interests between
such indemnified party and any other party represented by such counsel
in
such proceeding. The failure to deliver written notice to the indemnifying
party within a reasonable time of the commencement of any such action,
if
materially prejudicial to its ability to defend such action, shall
relieve
such indemnifying party of any liability to the indemnified party
under
this Section 3.2,
but the omission so to deliver written notice to the indemnifying
party
will not relieve it of any liability that it may have to any indemnified
party otherwise than under this Section 3.2.
|
| 3.2.4 |
The
indemnifying party shall advance the expenses of the indemnified
party as
they are incurred, provided that the indemnified party shall give
the
indemnifying party an undertaking to reimburse the indemnifying party
for
any amounts so advanced should it be determined that indemnification
is
not available under this Section 3.2.
|
| 3.2.5 |
If
the indemnification provided for in this Section 3.2
is
held by a court of competent jurisdiction to be unavailable to an
indemnified party with respect to any loss, liability, claim, damage
or
expense referred to herein, then the indemnifying party, in lieu
of
indemnifying such indemnified party hereunder, shall contribute to
the
amount paid or payable by such indemnified party as a result of such
loss,
liability, claim, damage or expense in such proportion as is appropriate
to reflect the relative fault of the indemnifying party on the one
hand
and of the indemnified party on the other in connection with the
breach of
any warranty, representation, covenant, agreement or obligation that
resulted in such loss, liability, claim, damage or expense as well
as any
other relevant equitable
considerations.
|
| 3.2.6 |
A
claim for indemnity shall be effective only after the aggregate amount
of
River Hawk Damages or Southland Damages, as the case may be, exceeds
$50,000.
|
ARTICLE
IV
MISCELLANEOUS
4.1 Survival
and Expiration of Representations and Warranties
The
representations and warranties made herein shall survive the execution and
delivery of this Agreement and the Closing for a period of eighteen months
from
the date of Closing unless notice of a claim thereunder shall have been given
by
one party to the other within such eighteen month period.
4.2 No
Waiver of Rights
No
failure or delay on the part of any party in the exercise of any power, right
or
privilege hereunder shall operate as a waiver thereof, nor shall any single
or
partial exercise of any such power, right or privilege preclude other or further
exercise thereof or of any other right, power or privilege. All rights and
remedies existing under this Agreement are cumulative to, and not exclusive
of,
any rights or remedies otherwise available.
4.3 Notice
Any
notice herein required or permitted to be given shall be in writing and may
be
sent by hand delivery, facsimile, email or registered or certified mail, return
receipt requested, and shall be deemed to have been given: if by hand delivery,
on the date of delivery; if by facsimile or email, on the business day after
transmission thereof to the proper facsimile number or email address; or if
mailed, on the date indicated as the date of delivery on the return receipt
or
the date of attempted delivery if refused. For purposes hereof, the addresses
of
the parties hereto (until notice of a change thereof is given as provided in
this Section 4.3)
shall
be as follows:
To
Southland Holding Corp.:
|
With
a copy to:
|
|
|
Xxxxxx
Xxxxxx
|
Xxxxxx
Xxxxxxxxx
|
|
000
Xxxxxx Xx.
|
X.X.
Xxx 0000
|
|
Xxxxxxxx
Xxxx, XX 00000
|
Xxxxxxxx
Xxxx, XX 00000
|
|
Telephone:
(000) 000-0000
|
Telephone:
(000) 000-0000
|
|
Facsimile:
(000) 000-0000
|
|
|
The
Xxxx Law Group, PLLC
|
|
|
Attn:
Xxxxx X. Xxxx
|
|
|
000
Xxxxx Xx., Xxxxx 0000
|
|
|
Xxxxxxx,
XX 00000
|
|
|
Telephone:
(000) 000-0000
|
|
|
Facsimile:
(000) 000-0000
|
|
|
To
River Hawk Aviation, Inc.:
|
With
a copy to:
|
|
River
Hawk Aviation, Inc.
|
The
Xxxx Law Group, PLLC
|
|
Attn:
Xxx Xxxxxxxx
|
Attn:
Xxxxx X. Xxxx
|
|
000
Xxxxxxxx Xxxx Xxxxx, Xxxxx 0
|
000
Xxxxx Xx., Xxxxx 0000
|
|
Xxxxxxxx
Xxxx, XX 00000
|
Xxxxxxx,
XX 00000
|
|
Telephone:
(000) 000-0000
|
Telephone:
(000) 000-0000
|
|
Facsimile:
(000) 000-0000
|
4.4 Governing
Law
This
Agreement shall be construed and enforced in accordance with the laws of
United
States and the State of Washington (as applicable),
without
regard to the rules governing conflict of laws.
4.5 Counterpart Originals
This
Agreement may be executed simultaneously in two or more counterparts each of
which shall be deemed an original but all of which together shall constitute
one
and the same instrument.
4.6 Consent
to
Jurisdiction
The
Parties agree to submit any claim, suit or proceeding hereunder to the
jurisdiction of the courts of the State of Washington located in King County,
and further consent to waive their right to trial by jury in any such
action.
4.7 Assignment;
Successors
No
party
may assign this Agreement without the written consent of the other
parties.
4.8 Pronouns
Whenever
pronouns are used herein, they shall be interpreted in the neuter, masculine,
feminine, singular or plural as the context may require.
4.9 Further Assurances
The
parties hereto agree that, from time to time hereafter, and upon request, each
of them will execute, acknowledge and deliver such other documents and
instruments as may be reasonably required more effectively to carry out the
terms and conditions of this Agreement.
| 4.10 |
Entire
Agreement
|
This
Agreement, together with the other agreements referred to herein, constitutes
the entire agreement among the parties pertaining to the subject matter hereof
and supersedes all prior and contemporaneous agreements, representations and
understandings of the parties.
Dated
as
of the date first written above in Traverse City, Michigan.
River
Hawk Aviation, Inc., Southland
Holding Corp.
|
By:
|
/s/
Xxx Xxxxxxxx
|
By:
|
/s/
Xxxxxx Xxxxxx
|
|
Name:
Xxx Xxxxxxxx
|
Name:
Xxxxxx Xxxxxx
|
||
|
Title:
Chief Executive Officer
|
Title:
Authorized Agent
|
||
|
|
|||
|
By:
|
/s/
Xxxxxx Xxxxxxxxx
|
||
|
Name:
Xxxxxx Xxxxxxxxx
|
|||
|
Title:
President
|
Schedule
1.1
Schedule
of Liabilities of Eastern Caribbean Corporation
|
Accounts
Payable/Creditor
|
Approximate
Amount
|
|||
|
Accrued
Expenses and Reserves
|
$
|
39,423.56
|
||
|
Xxxx
Xxxxxx
|
$
|
181.63
|
||
|
Accrued
Payroll
|
$
|
16,166.11
|
||
|
Accrued
Interest
|
$
|
1,451.60
|
||
|
Chesscom
Consultants, Inc.
|
$
|
14,580.00
|
||
|
|
|
|||
|
Total
|
$
|
71,802.90
|
||
Schedule
1.2
Schedule
of Liabilities of Viva Air Dominicana, S.A.
|
Accounts
Payable/ Creditor
|
|
|
Approximate
Amount
|
|
|
Accrued
payroll taxes
|
|
$
|
6,590.71
|
|
|
Accrued
payroll
|
|
$
|
13,713.81
|
|
|
Payable
to Chesscom Consultants, Inc.
|
|
$
|
25,360.00
|
|
|
Payable
to Xxxxxx Xxxxxx
|
|
$
|
858.63
|
|
|
Accrued
interest expense
|
|
$
|
2,501.86
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
49,025.01
|
|
Schedule
1.3
Schedule
of Liabilities of Viva International, Inc.
|
Creditor
|
|
|
Approximate
Amount
|
|
Current
Payables
|
|
|
|
|
|
Xxxxx
Prior
|
|
$2,033.89
|
|
|
Xxxxxxxxx
Xxxxxxxx
|
|
$15,542.53
|
|
|
Print
Masters
|
|
$1,838.98
|
|
|
Sky
Vantage
|
|
$12,095.00
|
|
|
Xxxxxxx
Xxxxxxxx
|
|
$402.33
|
|
|
Wall
Street Worldwide
|
|
$298.74
|
|
|
Xxxxxx
Xxxxxx
|
|
$45,000.00
|
|
|
Khali
Xxxxx
|
|
$9,250.00
|
|
|
Xxxxxxx
Xxxxxxx
|
|
$12,250.00
|
|
|
X.
Xxxxxx Septembre
|
|
$90,742.501
|
|
|
Xxxx
Xxxxx
|
|
$78,360.002
|
|
|
Xxxxxxx
Xxxxxxxxx
|
|
$46,875.003
|
|
|
|
Sub-Total
|
$314,688.97
|
|
|
|
|
|
|
Older
Payables
|
|
|
|
|
|
As
per schedule 1.4
|
Sub-Total
|
$272,879.73
|
|
|
|
|
|
|
Adjustments
|
|
|
|
|
|
Accrued
rents for offices and hangars in Puerto Rico
|
|
$1,000.00
|
|
|
Xxxxxxxxx
Xxxxxxxx
|
|
$9,986.13
|
|
|
Xxxxxxx
Xxxxxx
|
|
$25,000.00
|
|
|
|
Sub-Total
|
$35,986.13
|
|
|
|
|
|
|
Total
|
|
|
$623,554.83
|
_______________________________________
1
Southland has agreed to assume 50% of the total amount of the settled claim
with
Mr. Septembre, up to a maximum amount of $90,742.50.
2
Southland has agreed to assume 50% of the total amount of the settled claim
with
Xx. Xxxxx, up to a maximum amount of $78,360.00.
3
Southland has agreed to assume 50% of the total amount of the settled claim
with
Xx. Xxxxxxxxx, up to a maximum amount of
$46,875.00.
Schedule
1.4
Schedule
of Miscellaneous Liabilities
|
Creditor
|
|
Estimated
Amount
|
|
Xxxxxxx
Xxxxx/Xxxxxx Aviation
|
|
$35,000.00
|
|
Sheltair
Aviation/Ft. Lauderdale
|
|
$10,691.16
|
|
XX
Xxxxxx & Related Parties
|
|
$75,000.00
|
|
Toro,
Colon & Mullet
|
|
$3,822.68
|
|
Xxxxxxxx
Xxxxxxx
|
|
$39,075.00
|
|
Xxxxxxx
Xxxxx
|
|
$3,963.00
|
|
Xxxxxx
Xxxxxx
|
|
$30,796.00
|
|
Xxxx
Xxxxxxxx
|
|
$38,500.00
|
|
Sheltair
Aviation/Puerto Rico
|
|
$3,000.00
|
|
Isle
Grande Flying School
|
|
$2,407.92
|
|
EX
Tax Service
|
|
$1,350.00
|
|
Puerto
Rico Telephone
|
|
$958.12
|
|
DGAC
|
|
$15,000.00
|
|
Communidad
do Inquillinos
|
|
$1,209.02
|
|
Xxxx
Xxxxxx
|
|
$674.22
|
|
Verizon
|
|
$236.51
|
|
Jam
& Sons, Inc.
|
|
$7,800.00
|
|
Autoridad
De Energia
|
|
$88.10
|
|
Nat.
Assoc. of Drug Free
|
|
$1,074.00
|
|
USIC
|
|
$750.00
|
|
Expressway
Graphics
|
|
$1,130.00
|
|
DHL/Puerto
Rico
|
|
$323.00
|
|
USPS-Puerto
Rico
|
|
$31.00
|
|
|
|
|
|
Total
|
|
$272,879.73
|
Schedule
1.5
Recorded
Consultant Fees to Xxxxxx Xxxxxx
|
Year
|
Estimated
Amount
|
|
|
2003
|
$172,500
|
|
|
2004
|
$180,000
|
|
|
2005
|
$180,000
|
|
|
2006
|
$105,000
|
|
|
Sub-total
|
$637,500
|
|
|
Credit
(S-8 stock)
|
$120,000
|
|
|
Net
Total
|
$517,500
|
Schedule
1.6
Schedule
of Litigation Issues and Expenses to be assumed by Southland
|
Litigation
|
Estimated
Amount in Controversy
|
|
Xxxx
Xxxxxxxx v. Eastern Caribbean Airlines Corporation and Viva International,
Inc.
|
$5,000,000.004
|
|
TOTAL
|
$5,000,000.00
|
______________________________________________
4
Southland agrees to indemnify River Hawk for any amounts it pays resulting
from
this litigation.
Schedule
1.7
|
Entity
|
Number
of Shares held by River Hawk
|
Percentage
of Total Issued and Outstanding
|
|
Eastern
Caribbean Airlines Corporation
|
41,067,944
|
100%
|
|
Viva
Air Dominicana, S.A.
|
14,700*
|
49%
|
*Represented
by 7,350 shares held by Xxxxxx Xxxxx Xxxxx and 7,350 shares held by Xxxxx Xxxx
Xxxxxx Xxxxxxx
