Exhibit 2(d)
AIRCRAFT CONTRIBUTION AGREEMENT
AIRCRAFT CONTRIBUTION AGREEMENT, dated as of April 15, 1997,
among Garden L.P. Holding Corp., a Delaware corporation ("GHC"), MSG
Eden Corporation, a Delaware corporation ("MSGE"), ITT MSG, Inc., a
Delaware corporation ("ITT MSG"), ITT Flight Operations, Inc., a
Pennsylvania corporation ("ITTF"), and Madison Square Garden, L.P.,
a Delaware limited partnership ("MSG").
WHEREAS MSG is the general partner of MSG;
WHEREAS GHC is a 49.5% limited partner in MSG;
WHEREAS ITT MSG is a 49.5% limited partner in MSG;
WHEREAS MSGE, ITT MSG and GHC are entering into an amended and
restated agreement of limited partnership dated as of the date hereof (the
"Partnership Agreement"), to set forth, among other things, each partner's
rights and obligations with respect to MSG and to provide for the operation of
the business of MSG;
WHEREAS ITTF owns and operates the Aircraft (as defined herein) and
the parties hereto desire to cause all of ITTF's right, title and interest in
and to the Aircraft to be contributed as a capital contribution to MSG; and
WHEREAS the parties hereto desire to set forth the terms of, and
certain representations, warranties,
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conditions, covenants and agreements relating to, the contribution of the
Aircraft as a capital contribution to MSG.
NOW, THEREFORE, in consideration of the premises and of the
representations, warranties, conditions, covenants and agreements set forth
herein, the parties hereto hereby agree as follows:
1. Definitions. For purposes of this Agreement:
"Aircraft" shall mean the following aircraft together with all
appliances, units, components, instruments, appurtenances, accessories,
furnishings, and other equipment of whatever nature installed thereon or
attached thereto, all as more fully described in the specifications provided to
GHC's representatives on or prior to the date hereof:
Make and Model: Boeing 737-400
Manufacturer's Serial Number: 23976
U.S. Registration Number: N37NY
Country of Registration: United States
Make and Model of Engines: CFM International
CFM-56-3-C1
Engine Serial Numbers: Left: 725144
Right: 725163
"FAA" shall mean the Federal Aviation Administration.
"person" shall mean any natural person, corporation, business trust,
joint venture, association, company, partnership or government, or any agency or
political subdivision thereof.
2. Aircraft Contribution. (a) Upon the terms and subject to the
conditions set forth in this Agreement, on the date agreed by the parties for
the consummation of the Aircraft Contribution but in any event not earlier than
the effective date of the Partnership Agreement (the "Aircraft Contribution
Date"), ITTF and ITT MSG shall cause
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to be contributed as a capital contribution to MSG or, at the election of MSG, a
wholly owned subsidiary corporation to be formed by MSG ("Aircraft Sub"), all of
ITTF's right, title and interest in and to the Aircraft (the "Aircraft
Contribution").
(b) The Aircraft contributed to MSG or Aircraft Sub pursuant to
Section 2(a) shall be deemed a capital contribution of property by ITT MSG to
MSG with a value of $0 until the expiration unexercised of the Third Year Call
Right (as referred to in Section 3.3 of the Partnership Agreement) and $38
million thereafter.
(c) Manner of Effecting the Aircraft Contribution. On the Aircraft
Contribution Date, the Aircraft Contribution shall be effected by the delivery
by ITTF to MSG or Aircraft Sub of possession of the Aircraft and a duly executed
xxxx of sale in a form approved by the FAA so as to vest good and marketable
title to the Aircraft in MSG, in such form as to permit registration of the
Aircraft by MSG or Aircraft Sub in the United States (the "FAA Xxxx of Sale")
and the xxxx of sale (the "ITTF Xxxx of Sale") in the form attached hereto as
Appendix A, and such other documents and instruments as MSG shall reasonably
request, to effect the contribution of the Aircraft as contemplated hereby.
Title to the Aircraft shall pass from ITTF to MSG or Aircraft Sub at the place
of delivery thereof. ITTF confirms that the foregoing contribution of the
Aircraft includes the transfer and assignment to MSG or Aircraft Sub of all
rights of ITTF in, to or under all covenants, conditions, warranties,
representations and guarantees of manufacturers, suppliers and the like relating
to or benefitting the Aircraft. ITTF shall reasonably assist MSG or Aircraft Sub
to maintain continuity of warranties for MSG's benefit.
3. Representations and Warranties of MSG. MSG hereby, represents and
warrants to ITTF as follows:
MSG is a limited partnership duly organized and validly existing
under the laws of the State of Delaware. MSG has all necessary power and
authority to enter into this
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Agreement, to carry out its obligations hereunder and to consummate the
transactions contemplated hereby. The execution and delivery of this Agreement
by MSG, the performance by MSG of its obligations hereunder and the consummation
by MSG of the transactions contemplated hereby have been duly authorized by all
requisite action on the part of MSG. This Agreement has been duly executed and
delivered by MSG, and this Agreement constitutes a legal, valid and binding
obligation of MSG enforceable against it in accordance with its terms.
4. Representations and Warranties of ITTF and ITT MSG. Each of ITTF
and ITT MSG hereby represents and warrants to MSG as follows:
Each of ITTF and ITT MSG is a corporation duly organized, validly
existing and in good standing under the laws of the jurisdiction of its
incorporation. Each of ITTF and ITT MSG has all necessary corporate power and
authority to enter into this Agreement, to carry out its obligations hereunder
and to consummate the transactions contemplated hereby. The execution and
delivery of this Agreement by each of ITTF and ITT MSG, the performance by each
of ITTF and ITT MSG of its obligations hereunder and the consummation by each of
ITTF and ITT MSG of the transactions contemplated hereby have been duly
authorized by all requisite corporate action on the part of each of ITTF and ITT
MSG. This Agreement has been duly executed and delivered by each of ITTF and ITT
MSG, and this Agreement constitutes a legal, valid and binding obligation of
each of ITTF and ITT MSG enforceable against each of ITTF and ITT MSG in
accordance with its terms.
5. Representations and Warranties of ITTF. ITTF hereby represents
and warrants to MSG as follows:
(a) Aircraft Condition. Except as provided in the next sentence, the
Aircraft is delivered and sold hereunder "as-is", and neither ITTF nor any of
its Affiliates nor any of its officers, directors, employees or agents have
made, nor shall any of them be deemed to have made, any representations or
warranty, express or implied,
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as to the airworthiness, value, condition, design, operation, merchantability or
fitness for use of the Aircraft or engines or any other thing to be delivered
hereunder, or as to the quality of the material or workmanship of the Aircraft
or any part thereof or as to any other representation or warranty whatsoever,
expressed or implied. The Aircraft (i) is and shall be delivered in good
operating condition, (ii) has incorporated all United States Airworthiness
Directives and manufacturer's mandatory service bulletins with respect to the
Aircraft and (iii) has been maintained up to the time of delivery in accordance
with FAA Standards for this class of aircraft and Part 91 of the existing FAA
regulations.
(b) The Aircraft. ITTF has good and valid title to the Aircraft free
and clear of all liens, claims, encumbrances, security interests, options,
charges and restrictions of any kind. At the Aircraft Contribution Date, upon
delivery to MSG or Aircraft Sub of the Aircraft and the FAA Xxxx of Sale and the
ITT Xxxx of Sale in accordance with the terms hereof, good and valid title to
the Aircraft will pass to MSG or Aircraft Sub free and clear of any pledges,
liens, claims, encumbrances, security interests, options, charges and
restrictions of any kind, other than those arising from the acts of MSG,
Aircraft Sub, RGC, GHC or any of their respective Affiliates.
6. Covenants. (a) Antitrust Notification. If necessary in connection
with the transactions contemplated hereby, each of MSG, ITTF and ITT MSG
covenants and agrees to file or cause to be filed with the Federal Trade
Commission (the "FTC") and the United States Department of Justice (the "DOJ")
the notification and report form, if any, required for the transactions
contemplated hereby and any supplemental information requested in connection
therewith pursuant to the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000
(xxx "XXX Xxx"). Any such notification and report form and supplemental
information shall be in substantial compliance with the requirements of the HSR
Act. Each of MSG, ITTF and ITT MSG shall furnish to each other such necessary
information and reasonable assistance as the others may reasonably request in
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connection with the preparation of any filing or submission pursuant to this
Section 6. Each of MSG, ITTF and ITT MSG shall keep each other apprised of the
status of any communications with, and any inquiries or requests for additional
information from, the FTC and the DOJ and shall comply promptly with any such
inquiry or request. Each of MSG, ITTF and ITT MSG shall use all reasonable
efforts to obtain any necessary clearance required under the HSR Act for the
transactions contemplated hereby; provided that MSG shall be solely responsible
for any filing fees payable under the HSR Act.
(b) Delivery of Aircraft; Risk of Loss. Delivery of the Aircraft
shall be made to MSG on the Aircraft Contribution Date at Wilmington, Delaware
or such other location as shall be agreed upon by the parties. Delivery of the
Aircraft shall be evidenced by the execution of a delivery receipt by MSG or
Aircraft Sub in customary form reasonably acceptable to ITTF and MSG. Once MSG
or Aircraft Sub has executed the delivery receipt and delivered it to ITTF, all
risk of loss, damage or destruction to the Aircraft shall pass from ITTF and ITT
MSG to MSG or Aircraft Sub. On delivery of the Aircraft, ITTF shall deliver to
MSG or Aircraft Sub a valid U.S. Certificate of Airworthiness, and any and all
log books, flight manuals, maintenance manuals, writing diagrams, checklists and
any other records, paperwork or minor equipment as is normally considered a part
of the Aircraft and its records.
(c) Inspection. Upon receipt of written notice from MSG, ITTF shall
make the Aircraft available to MSG at a reasonable time and at a location as
agreed among the parties, for a pre-purchase inspection. Such inspection shall
be a normal and customary inspection of the Aircraft as to condition, use and
operation and the records maintained in connection therewith, by any person
designated by MSG, at the expense of MSG.
(d) Citizenship Affidavit. MSG or Aircraft Sub agrees to, prior to
the Aircraft Contribution Date, execute and cause to be filed, an affidavit
swearing to its status
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as a United States citizen in compliance with and as contemplated by the rules
and regulations of the FAA.
7. Conditions to Closing. (a) Conditions to the Obligations of MSG.
The obligations of MSG to consummate the transactions contemplated to occur on
the Aircraft Contribution Date is subject to the satisfaction (or waiver by MSG)
as of the Aircraft Contribution Date of the following conditions:
(i) The representations and warranties of each of ITT MSG and ITTF
made in this Agreement shall be true and correct in all material respects,
as of the date hereof and as of the Aircraft Contribution Date as though
made as of such time, except to the extent such representations and
warranties expressly relate to an earlier date (in which case such
representations and warranties shall be true and correct in all material
respects on and as of such earlier date). ITT MSG and ITTF shall have
performed or complied in all material respects with all obligations and
covenants required by this Agreement to be performed or complied with by
each of them by the Aircraft Contribution Date.
(ii) The parties shall have received all authorizations, consents,
orders and approvals of all Federal, state, local or foreign governments
or any court of competent jurisdiction, administrative agency or
commission or other nongovernmental authority or instrumentality, domestic
or foreign (a "Governmental Entity") required in order to consummate the
transactions contemplated hereby to occur on the Aircraft Contribution
Date. No statute, rule, regulation, executive order, decree, temporary
restraining order, preliminary or permanent injunction or other order
enacted, entered, promulgated, enforced or issued by any Governmental
Entity or other legal restraint or prohibition shall be in force and have
the effect of (A) preventing the consummation of the transactions
contemplated hereby to occur on the Aircraft Contribution Date or (B)
prohibiting or materially limiting the ownership by MSG or Aircraft Sub
of, or compelling MSG or Aircraft
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Sub to dispose of or hold separate, the Aircraft, as a result of the
transactions contemplated to occur on the Aircraft Contribution Date.
(iii) There shall not be pending or threatened by any Governmental
Entity any action, suit, arbitration, inquiry, proceeding or investigation
(an "Action") (or by any other person any Action which has a reasonable
likelihood of success), (A) challenging or seeking to restrain or prohibit
consummation of the transactions contemplated hereby to occur on the
Aircraft Contribution Date, (B) seeking to prohibit or materially limit
the ownership by MSG or Aircraft Sub of the Aircraft, or the operation of
the Aircraft as contemplated by the parties, or to compel MSG or
Aircraft Sub to dispose of or hold separate the Aircraft or (C) seeking to
obtain from GHC, MSGE, MSG or any of their subsidiaries or affiliates in
connection with such transactions any damages that are material in
relation to the value of the Aircraft, in each case as a result of the
transactions contemplated hereby to occur on the Aircraft Contribution
Date; provided, however, that this condition shall be deemed to be waived
by MSG as to any Action (except for any Action by any Governmental Entity)
if the sole potential impact of such Action would be a judgment for money
damages and ITT MSG and ITTF provides to MSG and its Affiliates complete
indemnification in form and substance reasonably satisfactory to MSG with
respect to any such Action.
(b) Conditions to the Obligations of ITTF and ITT MSG. The
obligations of ITTF and ITT MSG to consummate the transactions contemplated to
occur on the Aircraft Contribution Date is subject to the satisfaction (or
waiver by ITTF and ITT MSG) as of the Aircraft Contribution Date of the
following conditions:
(i) The representations and warranties of MSG made in this Agreement
shall be true and correct in all material respects, as of the date hereof
and as of the
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Aircraft Contribution Date as though made as of such time, except to the
extent such representations and warranties expressly relate to an earlier
date (in which case such representations and warranties shall be true and
correct in all material respects on and as of such earlier date). MSG
shall have performed or complied in all material respects with all
obligations and covenants required by this Agreement to be performed or
complied with by it by the Aircraft Contribution Date.
(ii) The parties shall have received all authorizations, consents,
orders and approvals of all Governmental Entities required in order to
consummate the transactions contemplated to occur on the Aircraft
Contribution Date. No statute, rule, regulation, executive order, decree,
temporary restraining order, preliminary or permanent injunction or other
order enacted, entered, promulgated, enforced or issued by any
Governmental Entity or other legal restraint or prohibition shall be in
force and have the effect of preventing the consummation of the
transactions contemplated hereby to occur on the Aircraft Contribution
Date.
(iii) There shall not be pending or threatened by any Governmental
Entity any Action (or by any other person any Action which has a
reasonable likelihood of success), challenging or seeking to restrain or
prohibit consummation of the transactions contemplated hereby to occur on
the Aircraft Contribution Date or seeking to obtain from ITTF or ITT MSG
or any of their respective Subsidiaries or Affiliates in connection with
such transactions any damages that are material in relation to the value
of the Aircraft.
(c) Frustration of Closing Conditions. None of MSG, on the one hand,
nor ITTF and ITT MSG, on the other hand, may rely on the failure of any
condition set forth in Section 7(a) or 7(b), respectively, to be satisfied if
such failure was caused by it or its Affiliate's failure to act in good faith.
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8. Miscellaneous. (a) Assignment. Other than the assignment to
Aircraft Sub of the right to take title to the Aircraft, this Agreement and the
rights and obligations hereunder shall not be assignable by any of the parties
hereto without the prior written consent of each other party. Notwithstanding
the foregoing sentence, ITTF and ITT MSG shall be entitled to assign all its
rights and obligations hereunder to any majority owned Subsidiary or
Subsidiaries of ITT Corporation or of ITT Sheraton Corporation, or any direct or
indirect parent of ITTF or ITT MSG, if such Subsidiary or Subsidiaries or such
parent agrees in writing to be bound by all of the provisions of this Agreement
as if such Subsidiary or Subsidiaries or such parent were ITTF or ITT MSG, as
the case may be, and upon such assignment the assignee shall be forever
discharged and released from any liability or further obligation under this
Agreement. Any attempted assignment in violation of this Section 8(a) shall be
void.
(b) No Third-Party Beneficiaries. This Agreement is for the sole
benefit of the parties hereto and their permitted assigns and nothing herein
expressed or implied shall give or be construed to give to any person, other
than the parties hereto and such permitted assigns, any legal or equitable
rights hereunder.
(c) Survival of Representations. The representations and warranties
in this Agreement and in any certificate delivered pursuant hereto shall survive
the Aircraft Contribution Date. ITTF agrees to indemnify, defend and hold
harmless GHC, MSGE, MSG, each affiliate of GHC, MSGE and MSG, each of their
respective directors, officers, employees and agents and each of the heirs,
executors, successors and assigns of any of the foregoing from and against, and
pay or reimburse such persons for, any and all losses, liabilities, claims,
damages, demands, costs or expenses (including attorneys' fees and any and all
out-of-pocket expenses) whatsoever, arising out of, by reason of or otherwise
related to any breach of this Agreement by ITTF or ITT MSG.
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(d) Expenses. Whether or not the transactions contemplated hereby
are consummated, and except as otherwise specifically provided in this
Agreement, all costs and expenses incurred in connection with this Agreement and
the transactions contemplated hereby shall be paid by the party incurring such
costs or expenses.
(e) Attorney Fees. If any party to this Agreement shall breach any
provision of this Agreement (a "breaching party"), such breaching party shall,
on demand, indemnify and hold harmless the other parties and their respective
Affiliates for and against all reasonable out-of-pocket expenses, including
legal fees, incurred by such other party or such Affiliates by reason of the
enforcement and protection of its rights under this Agreement in respect of such
breach. The payment of such expenses is in addition to any other relief to which
such other party may be entitled.
(f) Amendments. No amendment, modification or waiver in respect of
this Agreement shall be effective unless it shall be in writing and signed by
the party against which it is enforced.
(g) Notices. All notices or other communications required or
permitted to be given hereunder shall be in writing and shall be deemed to have
been duly given (i) on the date of delivery if delivered personally, or by
telecopy or telefacsimile, upon confirmation of receipt, (ii) on the second
business day following the date of dispatch if delivered by Federal Express or
other nationally reputable next-day courier service or (iii) on the third
business day following the date of mailing if delivered by registered or
certified mail, return receipt requested, postage prepaid. All notices hereunder
shall be delivered as set forth below,
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or pursuant to such other instructions as may be designated in writing by the
party to receive such notice, as follows:
(i) if to MSG,
Madison Square Garden, L.P.
Xxx Xxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telefacsimile: (000) 000-0000
Attention: President
with copies to:
Cablevision Systems Corporation
Xxx Xxxxx Xxxxxxxxx
Xxxxxxxx, Xxx Xxxx 00000
Telefacsimile: (000) 000-0000
Attention: Xxxxxx X. Xxxxx, Esq.
Xxxxxxxx & Xxxxxxxx
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telefacsimile: (000) 000-0000
Attention: Xxxx X. Xxxx, Esq.; and
(ii) if to ITTF or ITT MSG,
ITT Corporation
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Telefacsimile: (000) 000-0000
Attention: Xxxxxxx X. Xxxxxxxx, Esq.
(h) Interpretation; Appendixes and Schedules. The headings contained
in this Agreement, in any Appendix or Schedule hereto are for reference purposes
only and shall not affect in any way the meaning or interpretation of this
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Agreement. All Appendixes and Schedules annexed hereto or referred to herein are
hereby incorporated in and made a part of this Agreement as if set forth in full
herein. Any capitalized terms used in any Appendix but not otherwise defined
therein, shall have the meaning given to such term by this Agreement.
(i) Counterparts. This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement, and
shall become effective when one or more such counterparts have been signed by
each of the parties and delivered to the other parties.
(j) Entire Agreement. This Agreement shall contain the entire
agreement and understanding between the parties hereto with respect to the
subject matter hereof and supersedes all prior agreements and understandings
relating to such subject matter.
(k) Brokers' or Finders' Fees. Each party hereto hereby represents
and warrants that no brokers or finders have acted for such party in connection
with this Agreement or the transactions contemplated hereby and that no
brokerage fee, finder's fee or commission is or will become payable in respect
thereof and agrees to indemnify the other parties against any claim for any such
fee or commission based on such party's actions or alleged actions.
(l) Severability. If any provision of this Agreement (or any portion
thereof) or the application of any such provision (or any portion thereof) to
any person or circumstance shall be held invalid, illegal or unenforceable in
any respect by a court of competent jurisdiction, such invalidity, illegality or
unenforceability shall not affect any other provision hereof (or the remaining
portion thereof) or the application of such provision to any other persons or
circumstances.
(m) Specific Performance. In the event of any actual or threatened
default in, or breach of, any of the terms, covenants, conditions and provisions
of this
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Agreement, the party or parties who are or are to be thereby adversely affected,
in addition to any and all other rights and remedies at law or in equity, shall
have the right of specific performance and injunctive relief giving effect to
its or their rights under this Agreement and all such rights and remedies shall
be cumulative. The parties agree that the remedies at law for any breach or
threatened breach, including monetary damages, are inadequate compensation for
any loss, that the adversely affected party or parties shall be entitled to
obtain specific performance and injunctive relief without the necessity of
proving irreparable injury or posting bond or other security, and that any
defense in any action for specific performance or injunctive relief that a
remedy at law would be adequate is waived.
(n) Consent to Jurisdiction. Each of the parties hereto irrevocably
submits to the exclusive jurisdiction of (a) the Supreme Court of the State of
New York, New York County, and (b) the United States District Court for the
Southern District of New York, for the purposes of any suit, action or other
proceeding arising out of this Agreement or any transaction contemplated hereby.
Each of the parties hereto agrees to commence any action, suit or proceeding
relating hereto either in the United States District Court for the Southern
District of New York or if such suit, action or other proceeding may not be
brought in such court for jurisdictional reasons, in the Supreme Court of the
State of New York, New York County. Each of the parties hereto further agrees
that service of any process, summons, notice or document by U.S. registered mail
to such party's respective address set forth above shall be effective service of
process for any action, suit or proceeding in New York with respect to any
matters to which it has submitted to jurisdiction in this Section 8(n). Each of
the parties hereto irrevocably and unconditionally waives any objection to the
laying of venue of any action, suit or proceeding arising out of this Agreement
or the transactions contemplated hereby in (i) the Supreme Court of the State of
New York, New York County, or (ii) the United States District Court for the
Southern District of New York, and hereby further irrevocably and
unconditionally waives and agrees not to plead or claim in any such court that
any such
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action, suit or proceeding brought in any such court has been brought in an
inconvenient forum.
(o) Termination. This Agreement may be terminated and the
transactions contemplated hereby abandoned (i) at the election of ITTF or ITT
MSG at any time prior to the Aircraft Contribution Date or (ii) by any party
hereto 180 days after the effective date of the Partnership Agreement; provided
that no party hereto may terminate this Agreement if it has failed to act in
good faith or to cooperate to cause the Aircraft Contribution to occur.
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(p) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO
AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
duly executed as of the date first written above.
GARDEN L.P. HOLDING CORP.,
by /s/ XXXX XXXXXXXXXX
------------------------------
Name: Xxxx Xxxxxxxxxx
Title: Vice Chairman
MSG EDEN CORPORATION,
by /s/ XXXXXXX X. XXXXX
-----------------------------
Name: Xxxxxxx X. Xxxxx
Title: Executive Vice
President
ITT MSG INC.,
by /s/ XXXXXXX X. XXXX
-----------------------------
Name: Xxxxxxx X. Xxxx
Title: President
ITT FLIGHT OPERATIONS, INC.,
by /s/ XXXXXXX X. XXXX
------------------------------
Name: Xxxxxxx X. Xxxx
Title: President
MADISON SQUARE GARDEN, L.P.,
by MSG Eden Corporation, as
general partner
by /s/ XXXXXXX X. XXXXX
------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Executive Vice
President
Appendix A
Xxxx of Sale
For valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, ITT Flight Operations, Inc., a Pennsylvania corporation
("ITTF"), owner of the full legal and beneficial right, title and interest in
and to the Boeing 737-400 aircraft bearing manufacturer's serial number 23976
together with the two (2) CFM56-3C-1 engines bearing manufacturer's serial
numbers 725144 and 725163 and all appliances, parts and equipment installed on
or furnished with such aircraft and engines (hereinafter collectively referred
to as the "Aircraft"), does hereby sell, grant, transfer and deliver all its
legal and beneficial right, title and interest in and to the Aircraft, unto
[Madison Square Garden L.P., a Delaware limited partnership,] having an office
at 0 Xxxxxxxxxxxx Xxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 ("MSG") and its
successors and assigns, to have and to hold the Aircraft forever. This Xxxx of
Sale is executed and delivered to MSG by ITTF pursuant to the terms of an
Aircraft Contribution Agreement dated as of April 15, 1997, among ITTF, ITT MSG,
Inc. and MSG.
ITTF does hereby transfer full legal and beneficial right, title and
interest in and to the Aircraft unto MSG, free and clear of any and all liens,
claims, charges or encumbrances.
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This Xxxx of Sale shall be governed by and shall be construed in
accordance with the laws of the State of New York.
IN WITNESS WHEREOF, ITTF has caused this Xxxx of Sale to be duly
executed the __th day of ______, 1997.
ITT FLIGHT OPERATIONS, INC.
By:
----------------------------------------
Name:
Title:
