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EXHIBIT 10.52
AIRCRAFT PURCHASE AGREEMENT
THIS AIRCRAFT PURCHASE AGREEMENT (the "Agreement") is entered into as of
September 24, 1996, by and between Intrepid Aviation Partners, LLC of 0000
Xxxxxx Xxx Xxxx, Xxxxxxxxxx, Xxxxxxxxx, 00000 (hereinafter referred to as the
"Seller") and Kitty Hawk Aircargo, Inc. of P.O. Box 612787, 0000 Xxxx 00xx,
Xxxxxx, Xxxxx, 00000 (hereinafter referred to as the "Buyer").
W I T N E S S E T H
In consideration of the mutual promises and covenants contained herein, the
parties hereto agree as follows:
1. Description of Aircraft. The Seller shall sell and the Buyer shall
purchase, on the terms and conditions hereinafter set forth, two B727-200
aircraft, and their engines and specific equipment more particularly described
in Exhibit A attached hereto, together with all other components and equipment
installed thereon, and all manuals, logs and records relating thereto
(collectively, the "Aircraft"). The Aircraft are currently owned by ALG
Leasing (Gibraltar), Ltd. ("ALG, Ltd."), an affiliate of ALG, Inc. ("ALG"), and
are being operated under Jamaican registry by Air Jamaica Limited ("Air
Jamaica") under lease (the "Air Jamaica Lease") from ALG, Ltd. Seller
represents and warrants to the Buyer that the Seller has a contractual right to
buy the Aircraft from ALG, which in turn has the contractual right to purchase
the Aircraft from ALG, Ltd., and that the Air Jamaica Lease term will end at
times and under conditions that will enable the Seller to comply with its
closing obligations hereunder.
2. A. Price, Methods of Payment, and Delivery. The total purchase
price for each Aircraft is $3,500,000.00 (the "Purchase Price"), for a total
price of $7,000,000.00.
B. The Purchase Price shall be paid as follows:
1. $700,000.00 (the "Deposit") which the Buyer has,
concurrently with the execution of this Agreement,
caused to be deposited in escrow with Federal
Aviation Title and Guaranty Company, Oklahoma City,
Oklahoma ("FATCO"). This Deposit shall be
non-refundable, except as otherwise provided for in
this Agreement.
2. The balance of the Purchase Price of each Aircraft
($3,150,000.00) shall be paid by the Buyer at the
Closing (as defined below) of each Aircraft.
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3. The Buyer shall make payment of all funds owed by it
hereunder in U.S. Dollars in escrow to FATCO and all
payments delivered to the Seller shall be in
immediately available funds remitted to:
Intrepid/Seller
c/o First Tennessee Bank National Association
ABA # 000000000
AC # 00-0201545
ATTENTION: Xxxxxx Xxxxx
C. At Closing of each Aircraft, the Seller shall deliver in
escrow to FATCO a duly executed xxxx of sale for that Aircraft in the form of
Exhibit B attached hereto, and a duly executed FAA Form 8050-2 xxxx of sale
sufficient to convey to the Buyer good and unencumbered title to the Aircraft.
D. The first Aircraft shall be delivered on or before January 5,
1997, and the second Aircraft shall be delivered on or before January 6, 1997
(the "Closing" or "Closing Dates"); provided, however, notwithstanding anything
to the contrary herein, the Seller shall have the right to deliver the first
Aircraft prior to January 5, 1997, upon giving thirty (30) days prior written
notice to the Buyer of the new Closing Date for such Aircraft. At delivery of
each Aircraft, the Seller shall deliver to the Buyer all manuals, logs and
records relating to that Aircraft.
3. Taxes. In addition to the Purchase Price set forth in Section 2
hereof, the Buyer shall promptly pay to the Seller, upon demand, the amount of
any tax (excluding any tax upon the Seller's net income, any franchise tax, or
any gross receipts tax levied on the Seller in lieu of, or in the nature of, a
tax upon net income, but including, without limitation, any sales, use or value
added taxes or taxes in the nature thereof), duty, license, or other fee
imposed upon the Seller as a direct result of the purchase, delivery, transfer,
or any use of the Aircraft by or to the Buyer, pursuant to the provisions of
this Agreement. If any claim is made against the Seller for any such tax, the
Seller shall promptly notify the Buyer of the amount thereof.
4. Conditions Precedent and Covenants. The obligation of the Buyer to
purchase each Aircraft pursuant to this Agreement is subject to the
fulfillment, at or before the time of the Closing for that Aircraft hereunder,
of the following conditions precedent and compliance by the Seller with the
following covenants:
A. FATCO issues its commitment, conditioned only on the Buyer's
payment of the required premium and on filing and recording of the FAA form
8050-2 xxxx of sale and the Buyer's application for registration, to insure
Buyer's good and unencumbered title to the Aircraft (except for any liens,
claims, or encumbrances created by, through or under the Buyer).
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B. The Buyer promises to execute and deliver to the Seller a
technical acceptance certificate in the form of Exhibit "C" attached hereto
upon fulfillment of the covenants and conditions in the remainder of this
subparagraph. Prior to the Closing, the Buyer, shall have the right to inspect
each Aircraft and records to verify that they are in the condition as described
in this section. Each Aircraft shall be delivered with all systems operational
and cleared of all discrepancies. Each Aircraft shall be airworthy at the
Closing with airworthiness as defined in the applicable manufacturer's manual.
All airworthiness directives and mandatory service bulletins requiring
compliance at the time of the Closing shall have been complied with at the
Seller's expense.
C. The Seller shall furnish a Jamaican Export Certificate of
Airworthiness and a Jamaican Certificate of Deregistration for the Aircraft and
such other documents as may be reasonably required by the Buyer.
D. The Seller shall furnish the documents listed in Exhibit A for
each Aircraft.
E. All engines on each Aircraft shall be video boroscoped
immediately prior to the Closing and the Seller shall cause ALG to correct all
discrepancies which are not within the manufacturer's applicable limits;
provided, however, in the event that the cost of the boroscoping exceeds Air
Jamaica's obligations under the Air Jamaica Lease, then, in such event, the
Buyer shall have the option to require that the boroscoping be completed at the
Buyer's cost. If for any reason ALG fails or refuses to correct any discovered
deficiencies, the Buyer may, as its sole remedy, either terminate this
Agreement and recover that portion of its Deposit that has not been applied in
a Closing, or close and accept the Aircraft to be delivered, but with the
Seller's assignment of all of its rights against ALG and Air Jamaica (if any as
to Air Jamaica), and the Seller's covenant to use its best efforts to assist
the Buyer in enforcing those rights.
F. The Seller shall assign all applicable or unexpired
manufacturer's, supplier and vendor warranties to the Buyer if any such
warranties exist.
G. The Seller shall provide the opinion of counsel (Xxx Xxxxxx or
other counsel acceptable to the Buyer) received from ALG, such opinion to be in
form and substance satisfactory to the Buyer, that the Aircraft are not subject
to the non-addition rules as provided for in the Federal Aviation Regulations.
If the Federal Aviation Administration refuses within thirty (30) days after
the applicable Closing to permit the Buyer's operation of either Aircraft as a
Stage 2 Aircraft because of the non-addition rule (the "FAA Refusal"), the
Buyer shall have the option to rescind the purchase of that Aircraft by giving
written notice of such recision to the Seller within ten (10) days after the
receipt of notice of the FAA Refusal. In such event, the Seller must within
thirty (30) days after receipt of such notice, tender reimbursement of the
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Purchase Price for that Aircraft conditioned upon the Buyer's reconveyance to
the Seller of good and merchantable title to that Aircraft, free and clear of
all liens, claims and encumbrances, and redelivery to the Seller of that
Aircraft in the same condition as received by the Buyer at the applicable
Closing.
5. Destruction of Aircraft Prior to Delivery or Other Non-Delivery. In
the event of destruction of, significant damage to, or material change in the
condition of either Aircraft prior to the Closing Dates, the Seller is unable
to deliver the Aircraft on the applicable Closing Dates for reasons other than
the Seller's wrongful conduct or the Seller's waiver of any obligations of ALG
or Air Jamaica (and the Seller shall not hereafter waive or relinquish any
claim against ALG or Air Jamaica under the Seller's contract with ALG (the "ALG
Contract") or the Air Jamaica Lease without the Buyer's written consent), the
Buyer, at its option, shall have the right, as its sole remedy, to elect not to
proceed with the purchase of the Aircraft pursuant to this Agreement (except as
to any Aircraft as to which the Closing has occurred). Notwithstanding
anything to the contrary herein, in such an event, the Seller shall refund all
or part of the Deposit received from the Buyer that has not been applied in a
Closing to Buyer within 72 hours after the exercise by the Buyer of such right.
If the Buyer elects in such case to proceed to close, the Buyer must elect to
close and accept the unencumbered assignment of the Seller's rights under the
ALG Contract and the Air Jamaica Lease (if any as to Air Jamaica), and the
Seller's covenant to exert its best efforts to assist the Buyer in enforcing
those rights, in lieu of all other performances by the Seller.
6. Seller's Representations. The Seller represents and warrants that it
is a limited liability company validly existing under the laws of the State of
Tennessee and has full power and authority to execute, deliver and comply with
the terms of this Agreement, which has been duly and properly authorized,
executed and delivered by the Seller, and that this Agreement constitutes the
legal, valid and binding obligation of the Seller, enforceable against the
Seller in accordance with its terms and the Seller has obtained any and all
third party or governmental consents required for the Seller to consummate the
sale of the Aircraft pursuant to this Agreement.
7. Buyer's Representations. The Buyer represents and warrants that it is
a corporation validly existing in accordance with the laws of Texas and has
full power and authority to execute, deliver and comply with the terms of this
Agreement, which has been duly and properly authorized, executed and delivered
by the Buyer, that this Agreement constitutes a legal, valid and binding
obligation of the Buyer enforceable against the Buyer in accordance with its
terms, and no third party or governmental consents are required in order for
the Buyer to consummate the purchase of the Aircraft.
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8. Brokers. Each party represents and warrants to the other party that
it has not had any contracts, communications, or dealings regarding the subject
matter of the transactions contemplated herein with any finder, agent or
broker, whether or not licensed as such. In the event that any finder, agent
or broker brings a claim for a commission or finder's fee based upon any
contracts, dealings or communications relating to this transaction, the party
whose acts or omissions gave rise to such claim shall indemnify, hold harmless
and defend the other party from and against said claim and all costs, expenses
and other liabilities (including attorneys' fees) incurred by the other party
in defending itself against the same.
9. Delivery. The Aircraft will be delivered on the Closing Dates in
Miami, Florida, at the Seller's expense, or at such other location as the
parties may mutually agree, at the Buyer's expense. Upon the Seller's tender
of delivery of each Aircraft complying herewith, the Buyer will execute an
acceptance receipt for such Aircraft in the form of Exhibit D attached hereto.
10. A. Warranty of Seller. The Seller warrants that, on the Closing
Dates, the Seller will have good and marketable title to the Aircraft in
question, and that such Aircraft will be free and clear of all liens, claims
and encumbrances other than liens, claims or encumbrances created by, through
or under the Buyer. The Seller will warrant and defend forever such title
against all claims and demands whatsoever.
B. IT IS EXPRESSLY AGREED THAT THE AIRCRAFT, ACCESSORIES, PARTS
AND EQUIPMENT SUPPLIED HEREUNDER ARE SOLD "AS IS, WHERE IS, HOW IS, WITH ALL OF
THEIR DEFECTS, BOTH LATENT OR PATENT, KNOWN OR UNKNOWN AND WITH THE BUYER
HAVING FULL OPPORTUNITY OF INSPECTION PRIOR TO ACCEPTANCE". THE SELLER MAKES
NO EXPRESS WARRANTIES OR REPRESENTATIONS EXCEPT AS SET FORTH IN PARAGRAPH (A)
ABOVE. WITHOUT LIMITING THE FOREGOING, THE SELLER DOES NOT MAKE, HAS NOT MADE,
SHALL NOT BE DEEMED TO MAKE OR HAVE MADE, AND HAS AND WILL BE DEEMED EXPRESSLY
TO HAVE DISCLAIMED, ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO
THE DESIGN, OPERATION, MERCHANTABILITY OR FITNESS OR SUITABILITY FOR PARTICULAR
USE OR PURPOSE OF THE AIRCRAFT OR ANY PART THEREOF, AS TO THE ABSENCE OF LATENT
OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE, AS TO THE ABSENCE OF ANY
INFRINGEMENT OF ANY PATENT, TRADEMARK OR COPYRIGHT, OR AS TO THE ABSENCE OF ANY
OBLIGATION BASED ON STRICT LIABILITY IN TORT, WITH RESPECT TO THE AIRCRAFT OR
ANY PART THEREOF.
11. Buyer's Insurance Requirements. On and after the Closing Dates, the
Buyer shall obtain and keep in force policies of comprehensive general
liability insurance with respect to the Aircraft with insurers of recognized
responsibility reasonably acceptable to the Seller, and deliver to the Seller
on each Closing Date a certificate
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of insurance evidencing compliance with this Section. Such liability policies
shall be in combined single limits of not less than U.S. $5,000,000.00 when the
Aircraft are not being utilized for passenger service or any other operation,
U.S. $20,000,000.00 in the event of a ferry flight of the Aircraft and, if the
Aircraft or any engine thereof is/are placed into operational or revenue
service or used in any other way U.S. $200,000,000.00, which coverage shall
automatically apply without any further act by the Seller or the Buyer. All
liability policies shall cover the Buyer's contractual liability hereunder
including, without limitation, the indemnity obligations of the Buyer under
Section 12 hereof and shall name the Indemnitees (as defined below) as
additional insureds. All such policies shall provide that if such insurance is
canceled for any reason whatsoever, or there is any substantial change in such
policies which affect the coverage required hereunder, or if such insurance is
allowed to lapse for nonpayment of premium, such cancellation, change or lapse
shall not be effective as to the Seller for thirty days after receipt by it of
written notice from such insurers of such cancellation, change or lapse.
The Buyer's insurance obligations as set forth above shall continue with
respect to the Aircraft for a period ending the earlier of (i) two years after
the applicable Closing Date, (ii) the date the Aircraft undergo a complete "D"
check or its equivalent with an FAA approved maintenance facility, or (iii) the
date the Aircraft are scrapped and deregistered by the FAA or other
aeronautical authority with jurisdiction.
If the Buyer sells or otherwise disposes of the Aircraft before two years from
the applicable Closing Date, it shall cause the new owner or operator of the
Aircraft to comply with the requirements of this Section.
12. Indemnity. The Buyer shall indemnify the Seller, its officers,
directors, employees and agents (collectively, the "Indemnitees") and hold them
harmless from and against liability, loss and cost of defense upon any claim
for injury to or death of any person or damage to or destruction of any
property, including the Aircraft, arising out of the ownership, management,
possession, use, control, maintenance, or operation of the Aircraft occurring
after the Buyer accepts delivery of the Aircraft, even if such injury, death,
damage or destruction is caused by any or all of the Indemnitees' actual or
imputed negligence. This indemnity shall not, however, extend to any claim for
injury, death, damage or destruction (i) caused by any or all of the
Indemnitees' gross negligence or willful misconduct or (ii) as to which the
Buyer is not given prompt notice by the Indemnitees and such failure results in
prejudice to the Buyer.
13. Notices. Any notice required hereunder shall be in writing and
delivered to the Buyer and to the Seller at their respective addresses first
stated herein or to such other addresses as subsequently specified in writing
by either party as provided herein. Such notices may be given by Federal
Express or other air courier, U.S. mail, facsimile, or other delivery, and
shall be deemed received at the end of two (2)
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business days in the jurisdiction of the recipient after being sent, properly
addressed, by Federal Express or other air courier, or by U.S. certified mail,
postage pre-paid, return receipt requested.
14. Further Assurances. The Seller and the Buyer will promptly and duly
execute and deliver to each other and to such other persons as may reasonably
be requested such further documents and assurances, and take such further
action as may from time to time be reasonably requested, in order to carry out
more effectively the intent and purpose of this Agreement. The foregoing
sentence does not impose upon the Seller or the Buyer any additional
liabilities not otherwise contemplated by this Agreement.
15. Other Material Terms.
A. Parties-in-Interest. This Agreement shall inure to the
benefit of and be binding upon the parties, and their respective heirs,
executors, administrators, successors and permitted assigns.
B. Severability. If any one or more of the provisions contained
in this Agreement shall for any reason be held invalid, illegal or
unenforceable for any reason, such invalidity, illegality or unenforceability
shall not affect any other provisions of this Agreement, which shall be
construed as if such invalid, illegal, or unenforceable provision had never
been contained herein. It is the intention of the parties that if any
provision of this Agreement is capable of two interpretations, one of which
would render the provision void and the other of which would render the
provision valid, then the provision shall have the meaning which renders it
valid.
C. Amendments. Each and every modification and amendment of this
Agreement must be in writing and signed by all of the parties hereto. Each and
every waiver of any covenant, representation, warranty or other provision of
this Agreement must be in writing and signed by each party whose interests are
adversely affected by such waiver. No waiver granted in any one instance shall
be construed as a continuing waiver applicable in any other instance.
D. Sections and Other Headings. The sections and other headings
contained in this Agreement are for reference purposes only and shall not
affect the interpretation of this Agreement.
E. Entire Agreement. This Agreement, contains a complete
statement of the agreement by and between the parties hereto with respect to
the subject matter hereof and supersedes all existing agreements among them
concerning the subject matter hereof.
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F. Assignment. The rights and obligations of the Buyer hereunder
are personal and shall not be assigned, in whole or in part, to any other party
without the prior written consent of the Seller, except that the Buyer may
assign its rights hereunder to an affiliated corporation without the Seller's
consent, but no such assignment will release or reduce the Buyer's obligations
hereunder. Any attempt at an unpermitted assignment without the prior written
consent of the Seller shall be null and void.
G. Attorneys' Fees. If any legal action or other proceeding is
brought for the enforcement of this Agreement, or because of an alleged
dispute, breach, default or misrepresentation in connection with any provisions
of this Agreement, the successful or prevailing party or parties shall be
entitled to recover reasonable attorneys' fees, court costs and all expenses
even if not taxable as court costs (including, without limitation, all such
fees, costs and expenses incident to appeals), incurred in that action or
proceeding, in addition to any other relief to which such party or parties may
be entitled.
H. Remedies. Except as otherwise provided herein, no remedy
referred to in this Agreement is intended to be exclusive, each shall be
cumulative and in addition to any other remedy referred to herein or otherwise
available to either party at law or in equity, and the exercise or beginning of
exercise by either party of any one or more of such remedies shall not preclude
the simultaneous or later exercise by either party of any or all such remedies.
I. Governing Law. This Agreement shall be governed by,
interpreted, performed and enforced solely in accordance with the laws of the
State of Tennessee without reference to principles of conflicts of law;
provided, however, notwithstanding anything to the contrary herein, the
arbitration provisions set forth herein, and the initiation and conduct of any
arbitration thereunder, shall be governed in all respects exclusively by the
Commercial Arbitration Rules of the American Arbitration Association and by the
Federal Arbitration Act, Title IX, United States Code.
J. Survival. All representations, warranties, and covenants
hereunder shall survive the Closing and delivery of closing documents.
K. Force Majeure. The Seller shall not be liable to the Buyer,
any third party, or customer of the Buyer for any delay in delivery,
performance of, or failure to perform or to deliver due to military authority,
strikes, floods, epidemics, war, riots, delays in transportation or shortages
thereof, or due to other causes beyond its control, including, but not limited
to, defaults of ALG, ALG, Ltd. and/or Air Jamaica.
L. Arbitration. It is agreed between the parties that any
controversy or claim between them arising out of, in connection with or
relating to the enforcement, non-enforcement, interpretation, performance or
breach of any provision of this
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Agreement shall be settled exclusively by arbitration pursuant to the
Commercial Arbitration Rules of the American Arbitration Association ("AAA") in
effect at the time any arbitration proceeding is commenced, with arbitration to
be in the locale of the party against whom arbitration is first sought by
demand for arbitration delivered to the AAA. The arbitration award shall be
final and binding on both parties and judgment upon such arbitration award may
be entered in any court having jurisdiction.
Either party may, without inconsistency with this agreement to arbitrate, seek
from a court any provisional remedy that may be necessary to protect its rights
or property pending the establishment of the arbitration panel or its
determination of the merits of the controversy.
IN WITNESS WHEREOF, the Seller and the Buyer have caused this Agreement to be
duly executed and delivered as of the date first above written.
Buyer: Seller:
KITTY HAWK AIRCARGO, INC. INTREPID AVIATION PARTNERS, LLC
By:/s/ Xxxxxxx X. Xxxxxxxxx By:/s/ Xxxxxx X. Xxxxxxxx
------------------------------- ------------------------------
XXXXXXX X. XXXXXXXXX, XX. XXXXXX X. XXXXXXXX
Vice President President
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EXHIBIT "A"
AIRCRAFT COMPONENTS AND EQUIPMENT
Registration No.: #6YJMM #6YJMP
Make: Boeing Boeing
Model: 727-2J0 727-2J0
S/N: 21105 21108
ENGINES
Make: Xxxxx & Xxxxxxx Same
Model: JT8D-15 Same
Serial #'s: 700451 648762
695230 687659
687698 700619
APU Serial: 71 PF1488
LDG Gear #'s: 1490-Q1486 0836Q1160
00460-Q1148 HP0234
SELLER SHALL DELIVER ALL ENGINES WITH AT LEAST 1,000 CYCLES AND 2,000 HOURS
REMAINING AND SHALL NOT REPLACE ENGINES ON EITHER AIRCRAFT UNLESS TO COMPLY
WITH THE TERMS IN THIS AGREEMENT.
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REQUIRED RECORDS, RECORDS REVIEW, RETRIEVAL TASKS, AND
ENGINE WORK PACKAGES
AIRCRAFT AND ENGINE MANUALS
Aircraft Maintenance Manual
Illustrated Parts Catalogue
Aircraft Wiring Diagram Manual and Equipment List
FAA/CAA Approved Airplane Flight Manual and AFM Supplements
Boeing Weight and Balance Control and Loading Manual
Aircraft Operations Manual
Detailed Specifications (-2JO)
Structural Repair Manual
STATEMENTS/LETTERS FROM AIR JAMAICA
Letter certifying delivery total hours and cycles on airframe, engines
and APU.
Letter certifying date of accomplishment and hours/cycles since last
overhaul ("D" Check) and "C" check.
Letter listing all major repairs and alterations.
Letter certifying that airworthiness directives issued by the FAA/CAA
for airframe, appliances and engines have been complied which
currently require compliance.
Letter certifying that all components supplied and fitted to the
aircraft and engines have been inspected, repaired, modified or
overhauled in accordance with applicable approved vendor overhaul
manuals and specifications.
Letter stating that the aircraft has been maintained in accordance
with Air Jamaica's approved maintenance program.
Letter detailing any major incidents and/or accidents.
Letter authenticating each computer generated report by date, title
and number of pages.
Copy of Maintenance Program certification and approval.
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Copy of Maintenance Program scheduled/summary as prescribed by
Jamaican CAA.
AIRCRAFT RECORDS
All airframe, engine and APU log books.
All historical airframe inspection records.
All historical engine inspection records including complete repair
agency shop visit work packages.
All component records including Air Jamaica serviceable tags and
vendor/repair agency certificate and teardown/inspection reports.
Detailed airframe, appliance and engine airworthiness directives
listing providing date and method of compliance.
Detailed list of all repetitive and open airworthiness directives
providing last accomplishment date, hour and cycles or due date, hour
or cycle requirement.
Detailed list and status of all hard time and life limited components.
In-service history of all airframe and engine life limited components.
Detailed list of all manufacturer's service bulletins incorporated on
the airframe, engine and appliances, providing detailed level of
accomplishment.
All engineering for modification/alterations associated with all
repair orders including FAA Form 337's, FAA Form 8110-3's or
appropriate/similar CAA forms. Boeing telex's relating to repairs,
engineering repair instructions and associated drawings shall also be
provided.
Copies of all Supplemental Type Certificates (STC's) incorporated and
associated installation data.
Last weighing report and equipment list.
Copy of Original U.S. Export Certificate of Airworthiness.
Copy of Certificate of Airworthiness.
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Copy of Aircraft Registration.
Two year history of flight and maintenance logs.
Flight time log.
Current engine condition monitoring data and reports.
Current component and engine reliability report.
Original Boeing delivery documents.
RECORDS REVIEW AND RETRIEVAL TASKS (TO BE PERFORMED JOINTLY BY INTREPID AS
ASSISTED BY ALG/AIR JAMAICA)
Review, assemble, inventory and prepare for shipment all airframe, component
and engines records. This includes, but is not limited to, the following:
Research and prepare airframe, appliance and engine airworthiness
directive compliance and repetitive inspection status reports.
Assemble airworthiness directive backup documentation.
Assemble FAR/CAA compliance status report and documentation.
Research and prepare an Aging Airplane - Structural Modification
Program status report and assemble all backup supporting
documentation.
Assemble and prepare a Corrosion Prevention and Control Program task
accomplishment record.
Assemble all supporting backup documentation for time controlled
components.
Assemble all supporting backup documentation of life limited
components.
Assemble and inventory all historical work packages/records.
Request and obtain letters verifying the following:
Letter certifying current total hours and cycles on the
airframe, engines and APU and detailing maintenance and
inspection status, as a minimum, to include the return flight
to ALG.
Letter listing all major repairs and alterations.
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Letter detailing any major incidents and/or accidents.
Letter authenticating each computer generated reports.
Letter certifying that all Airworthiness Directives issued by
the FAA or CAA as applicable for the airframe, appliances and
engines have been complied which currently require compliance.
Letter certifying that all components supplied and fitted to
the aircraft and engines have been inspected, repaired,
modified or overhauled in accordance with applicable approved
vendor overhaul manuals and specifications.
Letter stating that the airplane has been maintained in
accordance with the operators maintenance program.
Request any special computer generated reports such as cross reference
listing, flight time log, etc.
Perform a physical cursory inspection of time controlled components to
ensure accuracy of computer generated reports.
Request a copy of the operators maintenance specification manuals and
associated documentation to assist in maintenance program transitions.
Research, request and obtain all engineering related documentation
related to modifications and/or repairs that may not be kept with the
aircraft/engine historical records.
Research, map and assure compliance of external fuselage repair
documentation.
Assemble and inventory all airframe, appliance, and engine manuals to
include all operations, maintenance, structural repair, overhaul,
illustrated parts and wiring diagram manuals, and ensure latest
revisions are included.
Perform a detailed physical avionics and loose equipment inventory.
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ENGINE WORK PACKAGES
JT8D-15 ENGINE SERIAL NUMBER 700451
Complete shop visit work package from Celma accomplished in
July 1994.
Complete shop visit work package from Aviall accomplished in
April 1990.
JT8D-15 ENGINE SERIAL NUMBER 695230
Complete shop visit work package from Celma accomplished in
October 1994.
JT8D-15A ENGINE SERIAL NUMBER 648762
Complete shop visit work package from Aviall accomplished in
February 1994.
JT8D-15 ENGINE SERIAL NUMBER 687659
Complete shop visit work package from Celma accomplished in
October 1995.
JT8D-15 ENGINE SERIAL NUMBER 700619
Complete shop visit work package from Celma accomplished in
November 1995.
Complete shop visit work package from Celma accomplished in
June 1995.
Complete shop visit work package from Aviall accomplished in
March 1990.
JT8D-15 ENGINE SERIAL NUMBER 687698
Complete shop visit packages since the last ESV #2.
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EXHIBIT "B"
XXXX OF SALE
For and in consideration of the sum of Ten Dollars ($10.00), the
receipt and sufficiency of which is hereby acknowledged, Intrepid Aviation
Partners, LLC (hereinafter referred to as the "Seller"), as owner of the
following Aircraft and engines:
(collectively the "Aircraft"), does hereby sell, grant, transfer, and deliver
all of its right, title and interest in and to the Aircraft unto Kitty Hawk
Aircargo, Inc. (hereinafter referred to as the "Buyer"), and to its successors
and assigns, to have and to hold the Aircraft forever. THE AIRCRAFT, AND ALL
PARTS THEREOF, ARE SOLD "AS IS, WHERE IS" AND THE DESCRIPTION OF THE AIRCRAFT
HEREIN SET FORTH IS FOR THE SOLE PURPOSE OF IDENTIFICATION AND IS NOT PART OF
THE BASIS OF THE BARGAIN.
The Seller hereby warrants and covenants that the Seller has and
hereby conveys to the Buyer good and marketable title to the Aircraft, and that
the Aircraft is free and clear of all liens, claims and encumbrances, except
those created by, through or under the Buyer.
THE WARRANTY SET FORTH IN THE FOREGOING PARAGRAPH IS EXCLUSIVE AND IN LIEU OF
ALL OTHER WARRANTIES OF THE SELLER, WHETHER WRITTEN, ORAL OR IMPLIED. WITHOUT
LIMITING THE FOREGOING, THE SELLER DOES NOT MAKE, HAS NOT MADE, SHALL NOT BE
DEEMED TO MAKE OR HAVE MADE, AND HAS AND WILL BE DEEMED EXPRESSLY TO HAVE
DISCLAIMED, ANY REPRESENTATION OR WARRANTY, EXPRESSED OR IMPLIED, AS TO THE
DESIGN, OPERATION, MERCHANTABILITY OR FITNESS OR SUITABILITY FOR PARTICULAR USE
OR PURPOSE OF THE AIRCRAFT, OR ANY PART THEREOF, AS TO THE ABSENCE OF LATENT OR
OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE, AS TO THE ABSENCE OF ANY
INFRINGEMENT OF ANY PATENT, TRADEMARK OR COPYRIGHT, OR AS TO THE ABSENCE OF ANY
OBLIGATIONS BASED ON STRICT LIABILITY IN TORT, WITH RESPECT TO THE AIRCRAFT OR
ANY PART THEREOF.
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IN WITNESS WHEREOF, we have set our hands this ____ day of
____________________________, 199__.
Seller:
INTREPID AVIATION PARTNERS, LLC
By:__________________________________
XXXXXX X. XXXXXXXX
President
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EXHIBIT "C"
TECHNICAL ACCEPTANCE CERTIFICATE
Relating to one Boeing 727-2JO Aircraft, manufacturer's serial number
_________________ and three Xxxxx & Whitney model JT8D-15 engines bearing
manufacturer's serial numbers _______________________________________________
____ , Kitty Hawk Aircargo, Inc. (the "Buyer"), hereby certifies that it accepts
the condition of the Aircraft as set forth in the Purchase Agreement dated as of
September ____, 1996, between INTREPID AVIATION PARTNERS, LLC, as Seller, and
the Buyer.
KITTY HAWK AIRCARGO, INC.
By:_______________________________________
XXXXXXX X. XXXXXXXXX, XX.
Vice President
Date:_____________________________
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EXHIBIT "D"
ACCEPTANCE RECEIPT
The Buyer hereby accepts delivery of one Boeing 727-2J0 Aircraft,
manufacturer's serial number __________________________ and three Xxxxx &
Whitney model JT8D-15 engines bearing manufacturer's serial numbers
_____________________________.
Dated _________________________, 1996.
KITTY HAWK AIRCARGO, INC.
_______________________________
XXXXXXX X. XXXXXXXXX, XX.
Vice President
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