EXHIBIT 10.01
AIRCRAFT PURCHASE AGREEMENT
This Aircraft Purchase Agreement, made and executed this 1st
day of June, 1998, by and between N & MD Investment Corp., a
Delaware corporation, with offices at Xxx Xxxxxx Xxxxxx, X.X. Xxx
000, Xxxxxxxxxx, Xxxxxxxx 00000; (hereinafter "SELLER") and Rio
Leasing, Inc., a Nevada corporation, with offices at 0000 Xxxx
Xxxxxxxx Xxxx, Xxx Xxxxx, Xxxxxx 00000; (hereinafter "BUYER").
IN CONSIDERATION of the mutual covenants contained herein,
the parties hereto agree as follows:
ARTICLE I
SALE OF USED AIRCRAFT
Subject to the terms and conditions set forth herein,
Seller hereby agrees to sell and deliver, and Buyer hereby agrees
to buy and accept, that certain used 1993 Gulfstream IV-SP
aircraft, bearing manufacturer's serial number 1217 together with
it engines, systems and equipment, listed on Exhibit "A" attached
hereto (hereinafter the "AIRCRAFT"). Seller shall retain the FAA
Registration Number N711MC and Seller shall pay all costs
incurred to change the FAA Registration Number and to remove the
existing Number from the Aircraft and replace it with the new FAA
Registration Number.
ARTICLE II
DELIVERY, INSPECTION, AND ACCEPTANCE
2.1 The Aircraft shall be ready for delivery to Buyer
within sixty (60) days of January 31, 2000.
2.2 Before the end of the period of Article 2.1, Seller
shall give Buyer reasonable notice of the date on which the
Aircraft will be ready for Buyer's inspection and/or flight test
and delivery to Buyer (the "Readiness Date") in accordance with
this Agreement. Buyer, at its expense, shall commence that
inspection and/or flight test within ten (10) days of the
Readiness Date, such ten (10) day period being the "Delivery
Period". If no Aircraft defect or discrepancy is revealed by that
inspection and/or flight test, Buyer shall accept delivery of the
Aircraft on or before the last day of the Delivery Period (the
time of the acceptance of delivery of the Aircraft being the
"Delivery Date"). Two (2) representatives of Buyer may
participate in the foregoing inspection and/or flight test. Such
flight test shall not exceed four (4) hours duration.
2.3 Any aircraft defect or discrepancy revealed by Buyer's
inspection and/or flight test referred to in Article 2.2 shall be
corrected by Seller before the delivery of the Aircraft to Buyer
which, in the case of this Article 2.3, may occur during or after
the Delivery Period depending on the nature of the defect or
discrepancy and time required for correction. Such correction
shall be made at no cost to Buyer. If such correction requires an
additional flight test it will be conducted according to Article
2.2. When this Article 2.3 applies, Buyer shall accept delivery
of the Aircraft within three (3) days after the Aircraft defect
or discrepancy has been corrected.
2.4 If Buyer does not accept delivery of the Aircraft
according to Article 2.2 or 2.3, as applicable, Buyer shall be
deemed to be in default of the terms of this Agreement and (i)
the unpaid balance of the Purchase Price (as defined in Article
4.1) shall immediately become due and payable, (ii) the Aircraft
shall thereafter be provided with suitable outside storage at the
expense of Buyer, and (iii) all risk of loss or damage to the
Aircraft shall pass to and be borne by Buyer. Should Buyer not
accept delivery of the Aircraft within thirty (30) days after the
date for delivery as established according to Article 2.2 or 2.3,
as applicable, Seller, at its election and upon giving ten (10)
days written notice to Buyer, may terminate this Agreement in
accordance with Article 9.1.
2.5 Buyer, by its acceptance of the Aircraft at Delivery
Date and signature of a receipt for the Aircraft in the form of
Exhibit "B" attached hereto, shall be deemed to have examined the
Aircraft and found it in conformity with the provisions of this
Agreement.
ARTICLE III
RISK OF LOSS
Risk of loss, damage or destruction to the aircraft shall
pass from Seller to Buyer upon Buyer's execution of the Delivery
Receipt. In the event of the loss, destruction or damage of the
Aircraft prior to the Delivery Date, Buyer shall have the right
to terminate this agreement. In the event of termination, Buyer's
rights shall be governed by Article 9.3. Buyer shall notify
Seller of its decision within fifteen (15) days from receipt by
Buyer of written notice from Seller of the loss, destruction or
damage of the Aircraft.
ARTICLE IV
PURCHASE PRICE AND PAYMENT SCHEDULE
4.1 The purchase price of the Aircraft is Twenty Seven
Million and no/100ths Dollars (US$27,000,000.00). The purchase
price of the Aircraft shall be decreased One Thousand and
no/100ths Dollars (US$1,000.00) for each flight hour logged on
the Aircraft as of the Readiness Date in excess of Two Thousand
Five Hundred (2,500) hours. (The purchase price, net of any
adjustment required herein, is hereinafter the "PURCHASE PRICE").
4.2 The Purchase Price shall be paid by Buyer in accordance
with the following schedule:
AMOUNT TIMING
------ ------
U.S.$1,000,000.00 "Deposit" due ninety (90)
days after execution of
this Agreement.
Balance of Purchase Upon Closing and Delivery
Price of Aircraft
4.3 The Closing transaction will go through Aero Records &
Title Co., 0000 Xxxxx Xxxxxxxx Xxxxx, Xxxxxxxx Xxxx, Xxxxxxxx
00000, Attention: Xxxx Xxxxx ("ESCROW AGENT") with Seller and
Buyer paying all escrow fees. Seller shall pay all
filing/recording fees for the Xxxx of Sale and Registration
Application and the release of any liens. Buyer shall furnish all
funds by wire transfer to the account of Escrow Agent pursuant to
the wiring instructions attached hereto as Exhibit C. Seller
shall execute the Xxxx of Sale and deliver it to Escrow Agent on
or before the Delivery Date. On the Delivery Date, Buyer shall
wire transfer the balance of the Purchase Price, and its share of
the escrow fees, to the account of Escrow Agent and Seller shall
direct the Escrow Agent to file the Xxxx of Sale with the FAA.
4.4 Seller and Buyer agree that the Deposit shall be held
as security for Buyer's performance under this Agreement. The
Deposit shall be deposited in an interest bearing account with
Escrow Agent with interest accruing to the benefit of Buyer so
long as Buyer is not in default of this Agreement. The Deposit
shall be disbursed to Seller after Seller has signed and
delivered to Escrow Agent all documents and instruments that must
be signed by Seller to complete the sale of the Aircraft to
Buyer.
ARTICLE V
TAXES
5.1 Seller warrants that there are no outstanding or
delinquent taxes attributable to the Aircraft as of the date of
Delivery except as specifically stated herein. This warranty
shall survive Delivery and acceptance of the Aircraft by Buyer.
5.2 Buyer hereby agrees to pay the sales, use, or similar
taxes or assessments and duties or fees, which may be imposed by
any taxing authority in connection with the delivery,
registration or its ownership of the Aircraft, but specifically
excluding any capital gains, income, personal property or other
similar taxes which may be assessed against Seller.
ARTICLE VI
LIMITED WARRANTY
6.1 The Aircraft is being sold on an "AS-IS" basis, and
there are no warranties which extend beyond the description of
the Aircraft except as set forth herein. Seller disclaims all
expressed or implied warranties or representation of any kind or
nature whatsoever including merchantability and fitness except
that Seller warrants that the Aircraft will be delivered in good
working order and repair and have a valid Certificate of
Airworthiness issued by the FAA with the required Xxxx of Sale
and other title document free and clear of all liens and
encumbrances. The documents conveying the Aircraft shall be the
usual U.S. Government AC Form No. 8050-2 (Xxxx of Sale), and a
warranty Xxxx of Sale defending title to the Aircraft, and
attached hereto as Exhibit D. Both Bills of Sale shall be duly
executed and acknowledged by Seller to Buyer so as to convey to
the Buyer all of the Seller's right, title and interest in the
Aircraft. The Bills of Sale shall be accompanied, if applicable,
by properly executed release of lien and lease termination
documents acceptable to the U.S. Federal Aviation Administration.
6.2 Seller shall deliver to Buyer good and merchantable
title to the Aircraft and shall convey such to Buyer free and
clear of all liens, claims and encumbrances, at the time of
Delivery. This warranty shall survive Delivery and acceptance of
the Aircraft by Buyer.
6.3 Seller agrees to indemnify, reimburse and hold Buyer,
and its respective successors, assigns, shareholders, directors,
representatives, employees, agents and servants (collectively
"INDEMNITEES") harmless from any and all liabilities,
obligations, damages, injuries, penalties, claims, demands,
actions, suits, judgment, and any and all costs, expenses or
disbursements (including reasonable attorney's fees and
expenses)(collectively "EXPENSES") of whatsoever kind and nature
imposed on, asserted against or incurred by any of the
Indemnitees in any way relating to or arising out of the
ownership of the Aircraft by Seller, its respective predecessors
or agents (including, without limitation, latent or other
defects, whether or not discoverable); provided that no
Indemnitee shall be indemnified for Expenses to the extent caused
by the gross negligence or willful misconduct of such Indemnitee.
Seller agrees upon written notice by any Indemnitee of the
assertion of such a liability, obligation, damage, injury,
penalty, claim, demand, action, suit or judgment, Seller shall at
the request of such Indemnitee assume full responsibility for the
defense thereof.
ARTICLE VII
REPRESENTATIONS AND WARRANTIES
7.1 Seller hereby represents and warrants to Buyer as
follows, which representations and warranties shall survive the
Delivery Date:
a. On the Delivery Date, the Aircraft will be in good
working order and repair and have a valid Certificate of
Airworthiness issued by the FAA with all Airworthiness Directives
and inspections current;
b. On the Delivery Date, the Aircraft will have been
inspected and maintained within the preceding twelve (12) month
period in accordance with the provision of FAR Part 91 with all
applicable requirements for maintenance and inspection thereunder
complied with;
c. All log books, maintenance records and other records to
be delivered to Buyer are true and correct and the numbers on the
Xxxxx meter of the Aircraft are true and accurate;
d. All existing service agreement, maintenance
subscriptions and existing manufacturer warranties pertaining to
the Aircraft listed or described on Exhibit E are binding, in
full force and effect and will be paid through and up-to-date
through the Delivery Date.
e. Seller has good and marketable title to the Aircraft
and on the Delivery Date, Seller will convey to Buyer good and
marketable title to the Aircraft free and clear of any and all
leases, liens, claims, rights to purchase and encumbrances;
f. Seller is duly and validly organized and existing in
good standing under the laws of the State of Delaware. Seller has
the power, authority and legal capacity to enter into this
Agreement and to carry out the transaction contemplated hereby
without consent from any other party. The execution and delivery
of this Agreement by Seller and the performance of its
obligations hereunder have been duly authorized by all necessary
action and do not violate or conflict with (i) any provision of
any of its Certificate of Incorporation/Organization or By-Laws;
(ii) any law or any order, writ, injunction, decree, rule or
regulation of any court, administrative agency or any other
governmental authority; or (iii) contravene, result in a material
breach or termination of or constitute a default under any
provision of any agreement to which Seller is a party or by the
Aircraft is bound; and (iv) will not result in the creation of
any lien, restriction or encumbrance of the Aircraft. There is no
action, suit or proceeding pending or threatened against Seller
before any court, administrative agency or other governmental
authority which brings into question the validity of, or might in
any way impair, the execution, delivery or performance by the
Seller of this Agreement. Seller is not subject to any
restriction or agreement which, with or without the giving of
notice, the passage of time, or both, prohibits or would be
violated by the execution, delivery and consummation of this
Agreement and the transaction contemplated herein;
g. This Agreement constitutes a legally valid and binding
obligation of Seller, enforceable according to its terms, subject
to bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and similar laws affecting the enforceability of
contractual obligations and creditors' rights generally and by
the applicable of equitable principles or courts of competent
jurisdiction, sitting at law or in equity.
h. On the Delivery Date, no representation or warranty of
Seller will contain any untrue statement of material fact or omit
a material fact necessary to make the statements contained herein
not misleading. To the best knowledge of Seller, there is no fact
which Seller has not disclosed in writing to Buyer which
materially adversely affects, or may materially adversely affect
the Seller or the Aircraft.
i. There are no actions, suits, claims or legal,
administrative, arbitration or other proceedings or governmental
investigations or examinations pending or threatened or
injunctions or order entered, pending or threatened against
Seller or its business, property or assets, at law or in equity,
before or by any federal, state, municipal or other governmental
department, court, commission, board, bureau, agency or
instrumentality, domestic or foreign, to restrain or prohibit the
consummation of the transactions contemplated hereby or to obtain
damages which if decided would adversely affect the ability of
Seller to consummate the transactions provided for in this
Agreement.
7.2 Buyer hereby represents and warrants to Seller as
follows, which representations and warranties shall survive the
Delivery Date:
a. Buyer is duly and validly organized and existing in
good standing under the laws of the State of Nevada. Buyer has
the power, authority and legal capacity to enter into this
Agreement and to carry out the transaction contemplated hereby
without consent from any other party. The execution and delivery
of this Agreement by Buyer and the performance of its obligations
hereunder have been duly authorized by all necessary action and
do not violate or conflict with (i) any provision of any of its
certificate of incorporation/organization or by-laws; (ii) any
law or any order, writ injunction, decree, rule or regulation of
any court, administrative agency or any other governmental
authority; or (iii) contravene, result in a material breach or
termination of or constitute a default under any provision of any
agreement to which Buyer is a party. Buyer is not subject to any
restriction or agreement which, with or without the giving of
notice, the passage of time, or both, prohibits or would be
violated by the execution, delivery and consummation of this
Agreement and the transaction contemplated herein;
b. This Agreement constitutes a legally valid and binding
obligation of Buyer, enforceable according to its terms, subject
to bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and similar laws affecting the enforceability of
contractual obligations and creditors' rights generally and by
the application of equitable principles by courts of competent
jurisdiction, sitting at law or in equity.
c. On the Delivery Date, no representation or warranty of
Buyer contained herein will contain any untrue statement of
material fact or omit a material fact necessary to make the
statements contained herein not misleading. Buyer makes no
representation or warranty of any kind, express or implied, other
than those contained in this Agreement.
ARTICLE VIII
EXCUSABLE DELAYS
Seller and Buyer shall be excused from, and shall not be
liable in any manner for, any delay or failure in performance
under this Agreement if occasioned by cause or causes beyond its
control and fault including, but not necessarily limited to,
vendor delays, acts of God or the public enemy, weather, war,
insurrection, riots, hostilities, acts of government, strikes,
explosions, or serious accidents, governmental priorities or
allocations, or any other cause beyond such party's reasonable
control. Either party agrees to notify the other promptly of the
occurrence of any such cause and carry out this Purchase
Agreement as promptly as practicable after such cause is
terminated. In the event Seller cannot deliver the Aircraft until
180 or more days after the occurrence and notification of such
delay, then Buyer shall have the right to terminate this
Agreement as provided in Article 9.3, upon written notice to
Seller, with no further obligations.
ARTICLE IX
TERMINATION
9.1 a. This Agreement may be terminated before the
Delivery Date by either party by notice of termination to the
other party upon the occurrence of any of the following events:
i) the other party makes an assignment for the
benefit of creditors, or admit in writing its inability to pay
its debts;
ii) a receiver or trustee is appointed for the
other party or for substantially all of such party's assets and,
if appointed without such party's consent, such appointment is
not discharged or stayed within thirty (30) days;
iii) proceedings under any law relating to
bankruptcy, insolvency or the reorganization or relief of debtors
are instituted by or against the other party and, if contested by
such party, are not dismissed or stayed within thirty (30) days;
or
iv) any writ of attachment or execution or any
similar process is issued or levied against the other party or
any significant part of its property and is not released, stayed,
bonded or vacated within thirty (30) days after it issue or levy.
b. In addition, Seller may terminate this Agreement
before Delivery Date (i) as provided in Article 2.4 hereof; or
(ii) if Buyer is in default or breach of any material term or
condition of this Agreement and does not cure such default or
breach promptly after receipt of notice from Seller specifying
such default or breach.
c. In addition, Buyer may terminate this Agreement
before Delivery Date if Seller is in default or breach of any
material term or condition of this Agreement.
9.2 In case of termination of this Agreement by Seller
pursuant to and in accordance with Article 9.1:
i) all rights (including property rights) which
Buyer may have or may have had in or to this Agreement or the
Aircraft shall be extinguished;
ii) all rights (including property rights and the
right to sell the Aircraft to another party) in and to the
Aircraft shall be vested with Seller free and clear of any
ownership or title rights, prior to claims, liens, charges or
encumbrances; and
iii) all amounts previously paid to Seller shall
be retained by Seller and shall be applied against the costs and
damages incurred by Seller as a result of the termination of this
Agreement. Buyer hereby acknowledges and recognizes that in any
event, such costs and damages will aggregate not less than the
amounts previously paid to Seller.
9.3 Upon termination of this Agreement by Buyer pursuant to
and in accordance with Article 3; Article 8; or Article 9.1,
Buyer's sole right, remedy and recourse against Seller and
Seller's obligation to Buyer shall be limited to the following:
Buyer shall be entitled to recover from Seller only those amounts
previously paid to Seller together with interest at the prime
rate as published by the Bank of America, Nevada.
ARTICLE X
NOTICES
10.1Any notice required to be given under this Agreement,
or by any applicable provision of law, shall be made by telecopy
and followed by certified mail addressed by the respective
parties as set forth in the initial cause of this Agreement.
10.2 All notices shall be deemed given as of the date of
sending of the certified mail.
ARTICLE XI
MODIFICATION AND ASSIGNMENT
11.1No modification, amendment or termination of this
Agreement shall be effective unless it is in writing and signed
by the party to be bound or its authorized representative.
11.2 The obligations of the parties under this Agreement may
not be delegated in whole or in part.
11.3 The headings contained in this Agreement are for
reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement.
ARTICLE XII
APPLICABLE LAW
The laws of the State of Delaware shall govern this
Agreement. In the event of any dispute or claim arising out of
this Agreement, the parties hereby agree that any legal action
may be litigated in courts having situs within the State of
Delaware. The parties hereby consent and submit to the non-
exclusive jurisdiction of any local, state or federal court
located within said State.
ARTICLE XIII
WAIVER
13.1 All rights of the parties hereunder are separate and
cumulative.
13.2 No waiver by either party of any default hereunder
shall be deemed waiver of any subsequent default.
ARTICLE XIV
ENTIRE AGREEMENT
14.1 This Agreement sets forth the entire contract between
the parties and supersedes all previous communication,
representation, or Agreements whether oral or written, between
the parties with respect to the sale and purchase of the
Aircraft.
14.2 Should any provision of the Agreement be void or
unenforceable, such provision shall be deemed omitted, and this
Agreement, with such provision omitted, shall remain in full
force and effect.
14.3 This Agreement may be executed in multiple originals,
each of which shall be deemed an original but all of which
together shall constitute but one and the same instrument.
14.4 All of the exhibits attached hereto are incorporated
herein and made a part of this Agreement by this reference
thereto.
14.5 The parties hereto represent that in the negotiation
and drafting of this Agreement they have been represented by and
have relied upon the advise of counsel of their choice. The
parties affirm that their counsel have both had a substantial
role in the drafting and the negotiation of this Agreement and,
therefore, this Agreement shall be deemed drafted by all of the
parties hereto and the rule of construction that any ambiguities
are to be resolved against the drafting party shall not be
employed in the interpretation of this Agreement or any exhibit
attached hereto.
ARTICLE XV
BROKERS
Neither Seller nor Buyer have employed or retained any
broker, agent, finder or other party or incurred any obligation
for brokerage fees, finder's fees or commissions with respect to
the transactions contemplated by this Agreement or otherwise
dealt with anyone purporting to act in the capacity of a finder
or broker with respect thereto whereby Buyer or Seller may be
obligated to pay such a fee or a commission.
ARTICLE XVI
CONFIDENTIALITY
In connection with the Agreement, Seller, Buyer and their
agents agree that their terms of this Agreement shall be
maintained in strict confidence and shall not be disclosed to any
prospective third party principal or other interested person(s),
except (i) to assignees or transferees of a party or to their
counsel, accountants, auditors, other agents or third parties,
all of whom shall agree to keep the same confidential; (ii) to a
party's counsel, accountants, auditors or other agents; (iii) as
may be required by statue, court or administrative order or
decree or governmental ruling or regulation in any applicable
jurisdiction; (iv) to the extent such information is publicly
available; or (v) to the Lessee (as defined hereafter) and its
counsel, accountants, auditors and other agents.
ARTICLE XVII
1031 EXCHANGE
Buyer is aware that Seller is to perform a 1031 tax-deferred
exchange. Buyer agrees to reasonably cooperate in such an
exchange, at Seller's sole cost and expense. It is Seller's
intent, and Buyer agrees to cooperate in such regard, that this
transaction qualify as a like-kind exchange of property pursuant
to Section 1031 of the United States Internal Revenue Code and
Regulations. Buyer agrees to execute such documents which may be
necessary to affect the like-kind exchange.
IN WITNESS WIIEREOF, the parties have executed this
Agreement by their duly authorized agents.
N & MD INVESTMENT CORP., RIO LEASING, INC.,
A DELAWARE CORPORATION, A NEVADA CORPORATION,
/s/ Xxxxx X. Xxxxxxx, Xx. /s/ Xxxxxx X. Xxxxxxxxx
----------------------------- ---------------------------
Name: Xxxxx X. Xxxxxxx, Xx. Name: Xxxxxx X. Xxxxxxxxx
---------------------- --------------------
Title: Treasurer Title: Treasurer
---------------------- --------------------
Date: 6/1/98 Date: 6/1/98
---------------------- --------------------
AIRCRAFT PURCHASE AGREEMENT
XXXXXXXXXX XX XX, X/X 0000
XXXXXXX A
ENGINES
-------
ROLLS-XXXXX XXX ENGINES MK611-8
7000 Hrs. TBO
LEFT RIGHT
---- -----
Serial Number 16534 16535
Time Since New 1317 Hours 1317 Hours
APU SERIAL NUMBER - P-595
-------------------------
INTERIOR
--------
12 Passenger Interior (10 Place Installed) Five Single Chairs
One Four Place Conference Group One Three-Place Divan
Aft Galley, Fwd Crew Galley, Fwd & Aft Lav Three Video Monitors and CD Player
Airshow 400 with Genesis Light Colored Interior
Flite Phone Magna Star Flite Phone
with Facsimile
EXTERIOR
--------
White with Black and Grey Trim
AVIONICS
--------
Honeywell EDZ-884 EDS
Triple Xxxxxxx VHF-422B VHF COMM
Dual Xxxxxxx VIR-432 VHF NAV
Dual Xxxxxxx ADF-462 ADF
Dual Xxxxxxx DME-42 DME
Dual Xxxxxxx TDR 94D Transponder Mode "S"
Dual Xxxxxxx XX-900 HF COMM
Triple Honeywell Laser Ref II IRS
Triple Honeywell FMZ-800 FMS 4.1D Software
Motorola Selcal
Honeywell Primus 870 Color Radar
MISCELLANEOUS
-------------
Honeywell DL-900 Data Locker Dorne/Xxxxxxxx ELT
Secure Plane Security System Dual Global GPS Sensors
Aerial View Camera System Honeywell TCAS II
X.X. Xxxxxxxx Stormscope Loral FDR F-1000
Loral CVR A-1OOA RVSM Approved
Xxxxxx Tel-Tail Lights 10 Line Cabin Display
AIRCRAFT PURCHASE AGREEMENT
XXXXXXXXXX XX XX, X/X 0000
XXXXXXX B
BUYER: Rio Leasing, Inc.
------ 0000 Xxxx Xxxxxxxx Xxxx
Xxx Xxxxx, Xxxxxx 00000
This acknowledges full and satisfactory delivery and
acceptance of the following described aircraft and/or equipment
subject to the inspection rights described in the Aircraft
Purchase Agreement for the Purchase of Gulfstream IV Serial
Number 1217 by and between BUYER and N&MD INVESTMENT CORP. dated
the____________day of______________, 1998.
GULFSTREAM IV SP, S/N 1217
The aircraft and/or equipment referred to above was
received by us on the date and at the location set forth below
and was determined by us to be in good order and condition and
acceptable to us.
IN WITNESS WHEREOF this instrument has been duly signed by
the undersigned authorized parties.
RIO LEASING, INC. N&MD INVESTMENT CORP.
(BUYER)
By:__________________________ By:________________________
Its:_________________________ Its:_______________________
Date:________________________ Date:______________________
Location:____________________ Location:__________________
AIRCRAFT PURCHASE AGREEMENT
XXXXXXXXXX XX XX, X/X 0000
XXXXXXX C
WIRING INSTRUCTIONS
-------------------
N&MD INVESTMENT CORP.
c/o AERO RECORDS & TITLE CO.
NATIONAL CITY BANK/CLEVE/TRUST
Cleveland, Ohio
ABA: 04 1000 1 24
Beneficiary Name: Trust Department
Beneficiary Account Number: 217115
For Further Credit To: Aero Records & Title Co.
Escrow No. 75-R064-009
Contact: Xxxxxx Xxxxxxx at Ext. 2640
Reference: 71 IMC/Xxxx (IMPORTANT)
(It is imperative that the N# be shown on the incoming wire for
property credit)
N&MD INVESTMENT CORP.
XXX XXXXXX XXXXXX
X.X. XXX 000
XXXXXXXXXX, XXXXXXXX 00000
WARRANTY XXXX OF SALE
EXHIBIT D
KNOW ALL MEN BY THESE PRESENTS, that N&MD INVESTMENT CORP.,
a Delaware corporation (hereinafter "N&MD"), in consideration of
the sum of One Dollar ($1.00) and other good and valuable
consideration to it paid by:
RI0 LEASING, INC., A NEVADA CORPORATION
(hereinafter "BUYER"), the receipt whereof is hereby
acknowledged, hereby sells, grants, transfers and delivers to the
BUYER, its successors and assigns, all of N&MD's right, title and
interest in and to the Aircraft (Gulfstream IV-SP, Serial Number
1217), together with the engines installed thereon, described as
Rolls-Xxxxx Xxx engines, Serial Numbers 16534 (left) and 16535
(right), together also with all appliances, parts, instruments,
appurtenances, accessories, furnishings and other equipment of
whatever nature installed on the Aircraft pursuant to that
Gulfstream IV-SP Purchase Agreement dated the _____ day of
__________, 1998 (said aircraft, engines, appliances, parts,
instruments, appurtenances, accessories, furnishings, and other
equipment being hereinafter collectively called the "Aircraft").
N&MD hereby represents, warrants and agrees that it is the
lawful owner of the full legal and beneficial title to the
Aircraft; that the Aircraft is free from all liens and
encumbrances; that N&MD has the right to sell the same as
aforesaid; and that N&MD will warrant and defend the sale of the
Aircraft and BUYER'S title thereto against the claims and demands
of all persons.
IN WITNESS WHEREOF, N&MD has caused this Warranty Xxxx of
Sale to be signed by its duly authorized officer this _____ day
of __________, 1998.
N&MD INVESTMENT CORP.,
A DELAWARE CORPORATION,
_________________________
By:______________________
Its:_____________________
Date:____________________
N&MD INVESTMENT CORP.
XXX XXXXXX XXXXXX
X.X. XXX 000
XXXXXXXXXX, XXXXXXXX 00000
WARRANTY XXXX OF SALE
EXHIBIT D
KNOW ALL MEN BY THESE PRESENTS, that N&MD INVESTMENT CORP.,
a Delaware corporation (hereinafter "N&MD"), in consideration of
the sum of One Dollar ($1.00) and other good and valuable
consideration to it paid by:
RIO LEASING, INC., A NEVADA CORPORATION
(hereinafter "BUYER"), the receipt whereof is hereby
acknowledged, hereby sells, grants, transfers and delivers to the
BUYER, its successors and assigns, all of N&MD's right, title and
interest in and to the Aircraft (Gulfstream IV-SP, Serial Number
1217), together with the engines installed thereon, described as
Rolls-Xxxxx Xxx engines, Serial Numbers 16534 (left) and 16535
(right), together also with all appliances, parts, instruments,
appurtenances, accessories, furnishings and other equipment of
whatever nature installed on the Aircraft pursuant to that
Gulfstream IV-SP Purchase Agreement dated March ________, 1998
(said aircraft, engines, appliances, parts, instruments,
appurtenances, accessories, furnishings, and other equipment
being hereinafter collectively called the "Aircraft").
N&MD hereby represents, warrants and agrees that it is the
lawful owner of the full legal and beneficial title to the
Aircraft; that the Aircraft is free from all liens and
encumbrances; that N&MD has the right to sell the same as
aforesaid; and that N&MD will warrant and defend the sale of the
Aircraft and BUYER'S title thereto against the claims and demands
of all persons.
IN WITNESS WHEREOF, N&MD has caused this Warranty Xxxx of
Sale to be signed by its duly authorized officer this _____ day
of __________, 1998.
N&MD INVESTMENT CORP.,
A DELAWARE CORPORATION,
_________________________
By:______________________
Its:_____________________
Date:____________________
AIRCRAFT PURCHASE AGREEMENT
XXXXXXXXXX XX XX, X/X 0000
XXXXXXX E
I. SERVICE AGREEMENTS
------------------
None
II. MAINTENANCE SUBSCRIPTIONS
-------------------------
None
III. MANUFACTURER'S WARRANTY
-----------------------
PRIMARY & SECONDARY STRUCTURE 15 years / 15,000 hours commencing
September 15, 1993
Labor included through the entire
warranty period.
