EXHIBIT 10.27
AIRCRAFT PURCHASE AGREEMENT
THIS PURCHASE AGREEMENT (the "Agreement"), made this 25th day of
January 2000, by and between BeautiControl, Inc., a Delaware
corporation, having principal offices at 0000 Xxxxxx Xxxx, Xxxxxxxxxx,
Xxxxx 00000 ( "Seller"), and O'Gara Aviation L.L.C., a Nevada limited
liability corporation, having principal offices at 0000 Xxxxxx Xxxxx
Xxxx, Xxxx 0, Xxxxxxx, Xxxxxxx 00000 ( "Buyer").
WHEREAS, Buyer desires to purchase from Seller and Seller desires to
sell to Buyer the Aircraft in accordance with the terms and conditions
contained herein; and
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, the parties agree as follows:
SECTION 1 PURCHASE AND SALE OF AIRCRAFT
1.0 Agreement to Buy and Sell. (a) Seller agrees to Sell and the
Buyer agrees to purchase "AS IS" except as expressly stated in
this Agreement, the following described aircraft together with any
and all existing avionics, engine covers, equipment (loose or
installed), instruments, and accessories listed in Exhibit A and
A-1attached hereto, and any and all Aircraft Documents, as defined
in Section 1.0(b) of this Agreement, (collectively, the
"Aircraft"):
AIRCRAFT MAKE AND MODEL: Hawker Siddley HS125-700A
SERIAL NUMBER: NA-207
REGISTRATION NUMBER: N33RH
ENGINE MAKE AND MODEL: Xxxxxxx TFE-731-3R
ENGINE SERIAL NUMBERS: 80127 & 80129
(b) For purposes of this Agreement, the term "Aircraft Documents"
shall include, but not be limited to, all logbooks (complete
and original), flight, maintenance and operations records and
manuals, checklists, drawings and wiring diagrams, applicable
FAA Form 337's, STC's, component overhaul documentation, and
any and all other records and paperwork associated with the
Aircraft that are in Seller's possession.
1.1 Purchase Price. Buyer agrees to pay Seller the total purchase
price of Three Million Eight Hundred Fifty Thousand-U.S. Dollars
($3,850,000) (the "Purchase Price") payable as follows:
(a) A deposit of Two Hundred Thousand U.S. Dollars ($200,000)
(the "Deposit") shall be placed in escrow at Insured Aircraft
Title Service, 0000 X. Xxxxxxx Xxxxxx, Xxxxxxxx Xxxx,
Xxxxxxxx 00000, Phone 000-000-0000, Facsimile: 000-000-0000
(the "Escrow Agent") by Buyer upon execution of this Purchase
Agreement. The Deposit shall be held by the Escrow Agent
pending consummation or termination of this Agreement, and
shall become non-refundable upon Buyer's execution of an
Aircraft Acceptance Certificate in the form of Exhibit B
attached hereto ("Exhibit B"), except as otherwise provided
in this Agreement.
(b) The balance of the purchase price, Three Million Six Hundred
Fifty Thousand U.S. Dollars ($3,650,000) (the "Balance"), to
be deposited with the Escrow Agent and payable at Closing (as
defined in Section 1.2(a)).
1.2 Delivery and Closing.
(a) Delivery of the Aircraft and closing of the transaction
(collectively the "Closing") shall be the earlier of (i) the
15th day of February, 2000, or (ii) the second business day
after notification from Seller to Buyer that the Aircraft is
ready for delivery.
(b) Buyer shall have the right to conduct a pre-delivery test
flight ("Pre-Delivery Test Flight") of the Aircraft to verify
the Aircraft is in the same condition as inspected. The Pre-
Delivery Test Flight shall be scheduled by mutual agreement
of the parties. Buyer shall also have the right to have its
representative(s) on board to observe operation of the
systems. All fuel, EMS costs, and other out-of-pocket
expenses for such flight shall be at Buyer's expense. Buyer
and Seller agree to negotiate reasonably regarding the
resolution of any maintenance discrepancies identified during
the Pre-Delivery Test Flight.
(C) Prior to the Closing, Seller shall deposit with the Escrow
Agent a FAA Form 8050-2 Aircraft Xxxx of Sale (the "Xxxx of
Sale"), undated but otherwise fully completed and any lien
release(s).
(d) Prior to the Closing, Buyer shall deposit with the Escrow
Agent the Balance, and a FAA Form 8050-1 Aircraft
Registration Application (the "Registration Application"),
undated but otherwise fully completed, and the Balance.
(e) On the Closing date, Seller shall deliver the Aircraft to
Buyer, and Buyer shall accept delivery of the Aircraft from
Seller, at Olathe, Kansas, or such other location mutually
agreeable to the parties. Delivery costs shall be at Buyer's
expense for a location other than the Pre-Purchase Inspection
location. At the time of delivery of the Aircraft, and upon
receiving confirmation from the Escrow Agent that Buyer has
deposited the Balance and the Registration Application, and
that Seller has deposited the Xxxx of Sale, Buyer shall
execute and deliver to Seller a Delivery Receipt in the form
attached hereto as Exhibit C ("Exhibit C"), and the parties
shall each instruct the Escrow Agent to (i) date and file the
Xxxx of Sale and the Registration Application in the Civil
Aircraft Registry, and (ii) immediately transfer the Purchase
Price, by wire transfer, to an account designated by Seller.
Buyer's execution and delivery of Exhibit C to Seller shall
constitute its acknowledgment that Seller has fulfilled, or
Buyer has waived Seller's obligations set forth in Section
2.1.
SECTION 2 CONDITION OF AIRCRAFT
2.1 Delivery Conditions. The Aircraft is being sold on an "AS IS"
basis except Buyer's obligation to purchase the Aircraft is
subject to Buyer verifying at the time of delivery the following:
(a) The Aircraft and systems are airworthy, in serviceable
condition according to the manufacturer, ordinary wear & tear
excepted.
(b) All Inspections, time-limited components, Airworthiness
Directives and mandatory Service Bulletins applicable to the
Aircraft are in compliance with the manufacturers' approved
maintenance program and the United States Federal Aviation
Administration (FAA).
(c) The Aircraft shall be delivered with no damage history other
than may be indicated in the logbooks or Aircraft documents
at the time of inspection.
(d) With valid FAA Certificate of Airworthiness, free and clear
of all liens and encumbrances, with good and marketable
title.
(e) The Aircraft engines enrolled in Jet Support Services, Inc.
Engine Program (EMS 100% coverage) fully paid up through the
delivery hours, with the account in good standing and
transferable to Buyer. Transfer fees, if any, shall be at
Buyer's expense.
2.2 Inspection. Buyer shall have the opportunity to conduct a pre-
purchase inspection ("Pre-Purchase Inspection") of the Aircraft
at Xxxxxxx Aviation, Houston, Texas or other mutually agreeable
location at Buyer's expense.
(a) The Pre-Purchase Inspection may include, but is not limited
to, a logbook review, engine borescope and five-point run,
systems checks and any other such tests reasonably necessary
to examine the operation and condition of the Aircraft.
Buyer shall have the opportunity during the Pre-Purchase
Inspection to have its representative(s) on board the
Aircraft during a test flight (not to exceed 90 minutes) in
order to observe operation of all systems. All fuel, EMS
costs, and other out-of-pocket expenses for such test flight
("Test Flight Expenses") shall be at Buyer's expense. During
any and all inspections, test flight(s) conducted pursuant to
this Agreement, care, custody, control and risk of loss of
the Aircraft shall remain with Seller.
(b) Seller shall position the Aircraft at Seller's expense at the
Pre-Purchase Inspection location on a mutually agreeable date
on or about January 18, 2000, However, if Buyer rejects the
Aircraft based on the findings of the Pre-Purchase
Inspection, Buyer shall pay for or reimburse Seller for Test
Flight Expenses in section 2.2 (a).
2.3 Acceptance or rejection of the Aircraft shall be at Buyer's sole
discretion. Within two (2) business days following completion of
the Pre-Purchase Inspection, Buyer will execute and deliver to
Seller the Aircraft Acceptance Certificate in the form shown in
Exhibit "B", which is attached hereto and made a part hereof for
all purposes, to document acceptance or rejection of the Aircraft.
(a) If Buyer accepts the Aircraft in its present condition or
subject to resolution of identified maintenance discrepancies
that Seller agrees to repair, the Deposit specified in
Section 1.1(a) of this Agreement shall become non-refundable
to Buyer upon execution of the Aircraft Acceptance
Certificate, except as otherwise provided in this Agreement.
(b) If the Aircraft is not in the condition required by
Section 2.1 at the time of the Pre-Purchase Inspection, Buyer
shall furnish Seller with a written notice of the maintenance
discrepancies, which notice shall set forth in detail the
Buyer's desired resolution of the discrepancies. Buyer and
Seller agree to negotiate reasonably regarding the resolution
of such maintenance discrepancies. Mutually agreed to
discrepancies shall be corrected at Seller's sole expense.
(c) If Buyer (i) rejects the Aircraft in its present
condition or (ii) if Seller and Buyer do not mutually agree
to the terms on which the identified maintenance
discrepancies are to be resolved within three (3) business
days after Seller's receipt of such notice, the parties shall
instruct the Escrow Agent to deliver to Buyer the deposit,
less the Test Flight Expenses as defined in Section 2.2(a)
above, and the parties shall have no further obligation or
liability to each other whatsoever.
2.4 Warranties by Seller. Seller hereby represents and warrants as
of the date hereof and the Closing date as follows:
(a) Seller is the owner of the Aircraft and is authorized to
convey title to the Aircraft, and that execution and
delivery of the Xxxx of Sale shall convey to Buyer good and
marketable title to the Aircraft, free of any and all liens
and encumbrances.
(b) To Seller's knowledge, there are no parts, systems, or
components on the Aircraft that are on temporary loan or
exchange.
(c) Seller has paid all taxes, duties, penalties, charges, or
invoices or statements with respect to the Aircraft incurred
on and before the Closing date or, to the extent that it has
not, agrees to pay any and all of the foregoing when due.
(d) Seller is a corporation organized and validly existing under
the laws of the State of Delaware, possessing perpetual
existence, having the capacity to xxx and be sued in its own
name, having full power and legal right to carry on its
business as currently conducted, and to execute, deliver and
perform the provisions of this Agreement.
(e) The execution, delivery, and performance by Seller of this
Agreement has been duly authorized by all necessary action on
behalf of Seller and do not conflict with or result in any
breach of any of the terms or constitute a default under any
document, instrument, or agreement to which Seller is a
party.
(f) This Agreement constitutes the legal, valid, and binding
obligations of Seller enforceable against Seller in
accordance with its terms.
2.5 Warranties by Buyer. Buyer hereby warrants as of the date hereof
and the Closing date as follows:
(a) Buyer is a Nevada limited liability corporation organized and
validly existing under the laws of the State of Nevada,
possessing perpetual existence as a legal entity, having the
capacity to xxx and be sued in its own name, having full
power and legal right to carry on its business as currently
conducted, and to execute, deliver and perform the provisions
of this Agreement.
(b) The execution, delivery, and performance by Buyer of this
Agreement has been duly authorized by all necessary action on
behalf of Buyer and do not conflict with or result in any
breach of any of the terms or constitute a default under any
document, instrument, or agreement to which Buyer is a party.
(c) This Agreement constitutes the legal, valid, and binding
obligations of Buyer enforceable against Buyer in accordance
with its terms.
2.6 DISCLAIMER: THE AIRCRAFT IS BEING SOLD HEREUNDER ON A COMPLETELY
"AS IS" AND "WHERE IS" BASIS. SELLER'S EXPRESS WARRANTIES AND
REPRESENTATIONS SET FORTH IN SECTION 2.4 ARE EXCLUSIVE AND IN LIEU
OF ALL OTHER REPRESENTATIONS OR WARRANTIES WHATSOEVER BY SELLER,
EXPRESS OR IMPLIED OR ARISING BY OPERATION OF LAW OR IN EQUITY,
AND SELLER HAS NOT MADE, AND BUYER HEREBY WAIVES, RELEASES,
DISCLAIMS, AND RENOUNCES ALL EXPECTATION OF OR RELIANCE UPON, ANY
SUCH REPRESENTATIONS OR WARRANTIES WHATSOEVER, WITH RESPECT TO THE
AIRCRAFT OR ANY PART THEREOF, WITHOUT LIMITATION, AS TO THE
AIRWORTHINESS, VALUE, CONDITION, DESIGN, MERCHANTABILITY, FITNESS
FOR A PARTICULAR USE OF THE AIRCRAFT, AND ANY OTHER REPRESENTATION
OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED (INCLUDING, WITHOUT
LIMITATION, ANY IMPLIED WARRANTY ARISING FROM A COURSE OF
PERFORMANCE OR DEALING OR USAGE OF TRADE). BUYER HEREBY WAIVES
ANY AND ALL RIGHTS, CLAIMS, AND REMEDIES OF BUYER AGAINST SELLER,
EXPRESS OR IMPLIED OR ARISING BY OPERATION OF LAW OR IN EQUITY,
ARISING FROM ANY SUCH REPRESENTATION OR WARRANTY OR FOR ANY
LIABILITY, CLAIM, OR REMEDY FOR LOSS OF OR DAMAGE TO THE AIRCRAFT,
FOR LOSS OF USE, REVENUE, OR PROFIT WITH RESPECT TO THE AIRCRAFT,
OR FOR ANY OTHER DIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES
WHATSOEVER.
SECTION 3 MISCELLANEOUS
3.1 Availability. Seller agrees to make the Aircraft available to
Buyer at a reasonable time prior to the scheduled delivery date to
enable Buyer to determine that the Aircraft and all its parts,
components and systems are intact and comply with the terms of
this Agreement.
3.2 Assignment of Warranties. Should any warranties, manufacturers'
or otherwise, still be in effect with respect to the Aircraft
(other than warranties which by their terms are unassignable and
the warranties disclaimed in Section 2.6 above), such warranties
and all rights thereunder will be irrevocably assigned to Buyer at
Closing, and all documents evidencing same shall be included with
the Aircraft Documents.
3.3 Taxes. Neither the Purchase Price nor any other payments to be
made by Buyer under this Agreement includes the amount of any
sales, use, retailer, or other taxes which may be imposed by
governmental authorities as a result of the sale, purchase, and/or
use of the Aircraft. Buyer shall be responsible for, shall
indemnify and hold harmless Seller against, and shall pay promptly
when due any and all taxes of any kind or nature whatsoever
(including, without limitation, any and all sales, use, and retail
taxes), duties, or fees assessed or levied by any federal , state,
county, local, or other governmental authority which may be
imposed on Buyer, Seller, or both, as a result of the sale,
purchase, delivery, registration, ownership, or use of the
Aircraft, in connection with the consummation of the transaction
contemplated by this Agreement, except solely for any taxes
attributed to Seller's income. Buyer shall either provide Seller
a certificate evidencing an exemption from such taxes or fees, if
applicable, or shall remit such taxes or fees to Seller.
3.4 Entire Agreement. Buyer and Seller warrant that the terms and
conditions of this Agreement including Exhibits attached hereto
were fully read and constitute the entire Agreement between the
parties and supersedes all prior negotiations, letters of intent,
agreements or understandings.
3.5 Severability. If any one or more provisions of this Agreement
shall be found to be illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions
shall not in any way be affected or impaired thereby.
3.6 Benefit and Binding Effect. This Agreement shall be binding upon
and inure to the benefit of each of the parties' hereto and their
respective successors and permitted assigns.
3.7 Applicable Law. This Agreement shall be governed and construed in
accordance with the laws of the State of Texas, without regard to
its choice of law provisions, and venue for any action arising out
of or related to this Agreement shall lie in Dallas County, Texas.
3.8 Amendments. This Agreement shall not be modified or amended
except by an instrument in writing signed by authorized
representatives of the parties.
3.9 Notices. All notices, requests, or other communications hereunder
shall be sent via registered or certified mail, express delivery
service or by facsimile with original to follow by aforementioned
means to the addresses herein above set forth (or to such other
address as may later be designated in writing).
If to Seller: Xxxxx X. Xxxxxx Phone: 000-000-0000
BeautiControl, Inc. Fax: 000-000-0000
0000 Xxxxxx Xxxx
Xxxxxxxxxx, Xxxxx 00000
If to Buyer: Xxxx X. Xxxxxx III
O'Gara Aviation L.L.C. Phone: 000-000-0000
0000 Xxxxxx Xxxxx Xxxx, Xxxx 0 Fax: 000-000-0000
Xxxxxxx, Xxxxxxx 00000
3.10 Execution in Counterparts. This Agreement may be executed in one
or more counterparts, each of which shall constitute an original
document, and all of which shall constitute a single Agreement.
3.11 Escrow Fees. Buyer and Seller agree to share equally 50/50 any
fees payable to the Escrow Agent related to the sale of the
Aircraft.
3.12 Confidentiality. The terms and conditions of this Agreement
shall remain confidential between the parties except if required
by written request from a United States Governmental entity or
agency.
3.13 Force Majeure. Seller shall not be liable for any delay of or
failure in delivery of the Aircraft for the period that such
failure or delay is due to acts of God or the public enemy; civil
war, insurrection or riots, fires, explosions or serious
accidents; governmental priorities or allocations; strikes or
labor shortages, lack of equipment or parts from vendors; or any
cause beyond Seller's reasonable control. Seller agrees to notify
Buyer promptly of the occurrence of any such cause. The foregoing
notwithstanding, in the event any such delay or failure in the
delivery of the Aircraft shall continue beyond forty-five (45)
days from the delivery date, for any reason whatsoever, either
party shall have the right to terminate this Agreement by written
notice to the other party, and upon such notice, the Escrow Agent
shall refund the Deposit, less any Test Flight Expenses as defined
in Section 2.2(a), to Buyer.
3.14 Attorney Fees. If any legal action or proceeding which 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 prevailing party shall be
entitled to recover its reasonable attorney fees and court costs.
3.15 Transaction Fees and Costs. Each party shall bear its own
transaction fees and costs, and legal fees incurred by each party
on their behalf.
3.16 Assignment. Buyer may not assign any of its rights or delegate
any of its obligations hereunder without the prior written consent
of the Seller, which shall not unreasonably be withheld.
3.17 Failure to Perform. Either party may terminate this Agreement in
the event the other party materially defaults on any of the
material terms and conditions contained herein, and fails to
timely cure such default within (10) days of receipt of written
notice from the non-defaulting party. Such termination shall be
effective ten (10) days after receipt by the defaulting party of
written notice of the non-defaulting party's intent to terminate
absent cure, and shall in no way affect the rights or liabilities
of the parties which have accrued as of the date of termination.
3.18 Time is of the Essence. In the event Buyer fails to accept
delivery of the Aircraft under the terms and conditions set forth
in this Agreement, the Seller may terminate this Agreement by
written notice to Seller, retain the Deposit as liquidated damages
and proceed to sell or otherwise dispose of the Aircraft, and the
parties shall have no further obligation or liability to each
other whatsoever.
3.19 Indemnification. Upon delivery, Buyer will assume all liability
of any nature whatsoever arising out of Buyer's use or possession
of said Aircraft and agrees to indemnify, protect, defend and save
harmless Seller, its officers, directors, representatives,
shareholders, employees, attorneys, agents, successors and assigns
with respect to any claim, suit, action or judgment of any kind
arising out of Buyer's use or possession of the Aircraft. Prior
to delivery, Seller will assume all liability of any nature
whatsoever arising out of Seller's use or possession of said
Aircraft and agrees to indemnify, protect, defend and save
harmless, Buyer, its' officers, directors, representatives,
shareholders, employees, attorneys, agents, successors and assigns
with respect to any claim, suit, action or judgment of any kind
arising out of Seller's use or possession of the Aircraft.
3.20 Non-Waiver. Any failure at any time of either party to enforce
any provision of this Agreement shall not constitute a waiver of
such provision or prejudice the right of such party to enforce
such provision at any subsequent time.
3.21 Brokers. Seller represents and warrants that Jet Aviation, Inc.,
is the only broker that has been retained by Seller in connection
with this transaction and shall be responsible for the fee.
Buyer represents that no broker is or shall be entitled to any
fee, commission or similar compensation for assisting Buyer with
this transaction.
3.22 Headings. The section and paragraph headings contained in this
Agreement are for reference purposes only and shall not affect in
any way the meaning or interpretation of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Purchase
Agreement to be executed by their authorized representatives.
SELLER: BeautiControl, Inc.
Signed: /s/
By: Xxxxxxx X. Xxxxx
Title: Chief Executive Officer
BUYER:
O'Gara Aviation L.L.C.
Signed: /s/
By: Xxxx X Xxxxxx III
Title: President
EXHIBIT "A"
0000 XXXXXX 000X
X/X XX-000, X00XX
TOTAL TIME: 8277 HOURS LANDINGS: 5263
RIGHT ENGINE: 8201 TSN LEFT ENGINE: 8201 TSN
S/N P80127 5214 CSN S/N P80129 5214 CSN
On 100% EMS 1609 CORE 209 MPI On 100% EMS 1609 CORE 209 MPI
APU: SOLAR T-39; 1593 HOURS, 3137 Cycles
COMMENTS
Engines on 100% EMS No Damage History
Factory Maintenance Program On Camps
(3) U.S. Owners since New New Exterior Paint
AVIONICS
Dual Xxxxxxx XX-109Y FLT Directors Dual Xxxxxxx ADS-80K Air Data
Dual Xxxxxxx VHF-20A Comm's Dual Sperry C-14 Compass Systems
Dual Xxxxxxx VIR-30A Nav's Dual Xxxxx 3107 RMI's
Dual Xxxxxxx DME-40 DME's Encoding Altimeter/Alerter
Dual Xxxxxxx ADF-60 ADF's Xxxxxxx APS-80 Autopilot
Dual Xxxxxxx XXX-00 Xxxxxxxxxxxx Xxxxxxx XXX-00X Radar Altimeter
Bendix RDR-1300 Color Radar Xxxxxxxxx GA-100 Cockpit Voice Rec.
Dual Global GNS-XLS FMS/GPS Jet 2" Standby Horizon
Xxxxxxx SAT/TAS Indicator Dual Wulfsberg Flitefone VI systems
ADDITIONAL FEATURES
Automatic Power Reserve (APR) Dual Davtron 811B Digital Clocks
Hawker 800 Hydraulic Pumps Fuel Totalizer
Xxxxxx Logo Lights 2" Standby Altimeter/Airspeed Ind
Xxxxxx Xxxxxx Lights Avionics Master Switch
Dual Xxxxx Audio Systems Fireblocked Interior
Heads Up Checklist Cabin Briefing System
Status as of January 19, 2000
1977 XXXXXX 000X
X/X 000, X00XX
INTERIOR
8-passenger interior with five individual chairs and aft three-place
divan finished in medium beige leather. Beige Berber carpet,
ultrasuede headliner and walnut cabinetry. Large forward baggage area
and coat closet. Three writing tables, aft refreshment center with
microwave oven, hot coffee, two ice drawers, xxxxxxx xxxxx storage and
four crystal liquor decanters. Aft enclosed lavatory with infrared
water dispenser and flushing toilet. Other interior features include
Accordia-style window shades, Vista aisle lighting system, Sony AM/FM
stereo with 10 disc CD player, Sony color TV and VHS with infrared
headphone system. Fireblocked. Excellent condition.
Refurbished in 1998.
EXTERIOR
Overall white with blue and gold metallic accent stripes. New July
1999.
INSPECTION STATUS
Type Last Completed Next Due
6 month 9/99 3/00
12 month 9/99 9/00
24 month 9/99 9/01
48 month 9/97 9/01
300 hour 8155 8455
600 hour 7865 8465
1200 hour 7599 8799
2400 hour 7599 9999
4800 hour 4799 9599
SPECIFICATIONS SUBJECT TO VERIFICATION UPON INSPECTION. THE AIRCRAFT
IS OFFERED SUBJECT TO PRIOR SALE AND/OR REMOVAL FROM THE MARKET
EXHIBIT "B"
AIRCRAFT ACCEPTANCE CERTIFICATE
The undersigned, Buyer, hereby acknowledges that, pursuant to
that certain Aircraft Purchase Agreement dated January 19, 2000,
between Buyer and Seller, Buyer has completed its pre-purchase
inspection of that certain Hawker Siddley Model HS-125-700A aircraft,
Serial Number NA-207, together with its engines installed thereon, all
appliances, parts, instruments, appurtenances, accessories, furnishings
or other equipment or property installed on, part of, or attached to
said aircraft and engines, loose equipment, manuals, wiring diagrams,
complete and accurate log books, and any other documentation or
equipment which are specific to the aircraft ("Aircraft"), and has
determined that:
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Selection Buyer's Determination
-------------------------------------------------------------------------
The condition of the Aircraft is satisfactory to Buyer
and the deposit(s) are non-refundable.
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XX Subject to Seller's timely correction and repair at
Seller's sole cost and expense of the discrepancies
listed in the attachment hereto, Buyer hereby accepts the
condition of the Aircraft and the deposit(s) are non-
refundable.
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The Aircraft is not satisfactory and is hereby rejected
by Buyer. The deposit shall be refunded less the expenses
per Section 2.2 of the Aircraft Purchase Agreement.
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Reference: Xxxxxxx Aviation work order #90695 Pre-Purchase Inspection
Squawk Sheet for Hawker 700A, Serial Number 207, N33RH.
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IN WITNESS WHEREOF, the undersigned has caused this instrument to be
executed by its duly authorized representative.
SELLER: BUYER:
BeautiControl, Inc. O'Gara Aviation L.L.C.
Signed: /s/ Signed: /s/
By: Xxxxxxx X. Xxxxx By: Xxxx X. Xxxxxx III
Title: Chief Executive Officer Title: President
Date: 2/7/00 Date: 2/1/00
EXHIBIT "C"
DELIVERY RECEIPT
AS DEFINED IN THAT CERTAIN AIRCRAFT PURCHASE AGREEMENT, BY AND BETWEEN
O'GARA AVIATION L.L.C. ("BUYER") AND BEAUTICONTROL, INC. ("SELLER"),
DATED AS OF THE 25th DAY OF January 2000 (THE "AIRCRAFT PURCHASE
AGREEMENT") BUYER HAS INSPECTED THE AIRCRAFT AND ALL AIRCRAFT
DOCUMENTS.
BUYER ACCEPTS DELIVERY OF THE AIRCRAFT DESCRIBED AS: MAKE: HAWKER
SIDDLEY; MODEL: HS125-700A; SERIAL NUMBER: NA-207; UNITED STATES
REGISTRATION NUMBER: N33RH AT XXXXXXXXXXXXXXXX XXXXXXX, XXXX XX
XXXXXXX, XXXXX XX XXXXX.
SELLER AGREES THAT THE AIRCRAFT IS FREE AND CLEAR OF ANY LIENS OR
ENCUMBRANCES WHATSOEVER CAUSED BY SELLER, HIS AGENTS OR ASSIGNS OR
OTHERWISE.
THE AIRCRAFT IS ACCEPTED ON THE TERMS AND SUBJECT TO THE AIRCRAFT
PURCHASE AGREEMENT THIS 14th DAY OF February 2000.
Buyer: O'Gara Aviation L.L.C.
By: /s/
Print: Xxxx X. Xxxxxx, III
Title: President
AMENDMENT ONE TO AIRCRAFT PURCHASE AGREEMENT
This Amendment One to Aircraft Purchase Agreement
("Agreement One") is made and entered as of February 10, 2000,
by and between BeautiControl, lnc. ("Seller") and O'Gara
Aviation L,L.C. ("Buyer")
WHEREAS, Seller and Buyer executed that certain Aircraft
Purchase Agreement dated .January 26, 2000 ("Agreement"). for
that certain Hawker Siddley Model HS.125-700A aircraft, Serial
Number NA-207; and
WHEREAS. Seller and Buyer desire to amend the Agreement as
set forth below.
NOW, THERFFORE in consideration of the premises and mutual
agreement contained herein, together with other good and
valuable consideration, the~ receipt and sufficiency of which
is hereby acknowledqed, Seller and Buyer agree as follows:
1. Definitions. All capitalized terms used herein and defined
In the Agreement shall have the respective meanings set
forth in the Agreement unless otherwise defined herein.
2. Agreement.
2.1 Section 1.2(a) shall be amended in its entirety to
read as follows:
"(a) Closing of the transaction sha1l be on or before
February 15, 2000. On the closing date, the parties
each shall instruct the Escrow Agent to (i) date and
file the Xxxx of Sale and file the Registration
Application in the Civil Aircraft Registry, and (ii)
immediately transfer the Purchase Price,, by wire
transfer, to an account designated by Seller."
2.2 Section 1.2(a) shall be amended in its entirety to
read as follows:
"(e) As soon as practicable after the Seller completes
the correction and repair of the discrepancies listed
in the "Exhibit "B" Aircraft Acceptance Certificate"
signed by Buyer on February 1 2000, and signed by
Seller on February 7. 2000. Seller shall deliver the
Aicraft to Buyer, and Buyer shall accept delivery of
the Aircraft from Seller at Olathe, Kansas. or such
other location mutually agreeable to the parties.
Delivery costs ("Delivery Costs") shall be at Buyer's
expense for a location other than the Pre-Purchase
inspection location. At the time of delivery of the
Aircraft. Buyer shall execute and deliver to Seller a
Delivery Receipt in the form Arrached herein as
Exhibit C ("Exhibit C"). Buyer's execution and
delivery of Exhibit C to Seller shall constitute its
acknowledgement~ that Seller has fulfilled, or Buyer
has waived, Seller's obligations set forth in Section
2.1"
2.3 Section 1.2 shall be amended by adding the following
subsection (f):
"(f) At the time of delivery, and in a manner as
instructed by Buyer, Seller shall pay Buyer (i)
Buyer's actual interest cost (which is calculated at
prime rate. plus one-half percent) on the principal
amount of $3,85O,00O for the period from the closing
date to the delivery date (ii) $250 transaction fee,
and (iii) the Buyer's insurance cost for the period
from the closing date to the delivery date
(collectively "Post-Closing Carrying Costs"). Buyer
agrees that Seller may deduct (i) demonstration flight
expenses, (ii) Test Flight Expenses, (iii) Delivery
Costs, and (iv) Pre-Delivery Test Flight expenses as
defined in section 1.2(b) of the Agreement from the
total Post-Closing Carrying Costs,"
3. Continuation of Agreement. Except to the extent modified
and amended by the terms and conditions of this Amendment
One, this Agreement, as amended by this Amendment One, is
hereby ratified and confirmed and shall continue in full
force, and effect as hereby modified and amended.
IN WHITNESS WHEREOF, the parties hereto execute this Amendment
One as of the dare first written above.
Seller; Buyer;
BeautiControl, Inc. O'Gara Aviation L.L.C.
By: /s/ By: /s/
Xxxxxxx X. Xxxxx Xxxx X. Xxxxxx, III
Chief Executive Officer President
