NETJETS 0895
System
CITATION V ULTRA
PURCHASE AGREEMENT
THIS PURCHASE AGREEMENT (the "Agreement") made and entered into
between Executive Jet Sales, Inc. ("EJS" or "Seller"), a Delaware corporation
having its principal office and place of business at 000 Xxxxx Xxxxxxxx Xx.,
Xxxxxxxx, Xxxx 00000, and the individual or entity whose signature and address
appears below ("Buyer").
WITNESSETH;
WHEREAS, Seller is in the business of purchasing and selling aircraft;
and
WHEREAS, Seller owns the aircraft equipment, warranty rights and log
books (the "Aircraft") listed and described on the Schedule attached hereto (the
"Schedule"). The Aircraft will be sold in up to sixteen (16) undivided
interests of at least six and one quarter percent (6.25%) each; and
WHEREAS, Buyer desires to purchase from Seller, and Seller desires to
sell to Buyer an undivided interest in the Aircraft as set forth on the Schedule
(the "Interest") subject to the rights of the owners of the remaining interests
in the Aircraft as provided in the Operative Documents as herein defined (the
"Additional Interest Owners").
NOW, THEREFORE, in consideration of the premises contained herein, the
parties hereto, desiring legally to be bound, hereby agree as follows:
1. Purchase of Interest
1.1 Conveyance of Interest. Subject to the terms and conditions
hereof, Seller shall, on the Closing Date (as hereinafter defined), transfer,
convey, assign, set over, bargain, sell and deliver unto Buyer, and Buyer shall
purchase from Seller, the Interest consisting of an undivided percentage
interest as set forth in the Schedule in and to the Aircraft (and all aircraft
logbooks and inspection, modification and overhaul records, if any, relating to
the Aircraft, and, to the extent assignable, all rights of Seller to service and
warranty rights with respect to the Aircraft), subject to the rights of the
Additional Interest Owners as provided in the Operative Documents. Seller shall
deliver to Buyer, on or prior to the Closing Date, a Xxxx of Sale in the form
prescribed by the Federal Aviation Administration (the "FAA") for the Interest
(the "Xxxx of Sale").
1.2 Purchase Price. The total purchase price (the "Purchase Price")
to be paid by Buyer to Seller for the Interest shall be as set forth in the
Schedule, payable as follows:
(a) The balance of the Purchase Price by wire transfer to Seller on
the execution of the Operative Documents; and,
(b) In the event any sales, use, luxury or similar tax is assessed
on Seller with respect to the purchase of the Interest, Buyer hereby
covenants and agrees to pay an amount equal to the assessed tax, and any
related penalties and interest, to Seller within ten (10) days of receiving
notice thereof from Seller, and Seller shall apply such amount to payment
of the tax. Buyer may protest such taxes provided it fully indemnifies
Seller therefor.
1.3 Operative Documents. As used herein the term Operative Documents
or Documents shall mean the Management Agreement, this Agreement, the Owner's
Agreement, the Master Interchange Agreement, the Aircraft Acceptance Form and
the Xxxx of Sale.
1.4 Anticipated Delivery Date. Seller anticipates that the Aircraft
will be ready for delivery on the anticipated delivery date (the "Anticipated
Delivery Date") set forth on the Schedule although the actual date for delivery
cannot be ascertained at this time. In the event that the Aircraft will not be
available for delivery within sixty (60) days after the Anticipated Delivery
Date, Buyer may notify Seller, in writing, of its desire to terminate this
Agreement, in which event Seller shall promptly refund the Deposit to Buyer and
this Agreement shall be null and void and without further effect. In the event
Seller notifies Buyer that the Aircraft is available for delivery on or before a
date which is not more than sixty (60) days after the Anticipated Delivery Date
or such other date as is mutually agreeable to Buyer and Seller and thereafter
Buyer unreasonably withholds or delays Buyer's acceptance of the Aircraft or
fails to execute the Operative Documents and pay the balance of the Purchase
Price for a period of ten (10) days after such date then Seller may retain the
deposit as liquidated damages, and not as a penalty, and this Agreement shall be
null and void and without further effect.
2. Representations and Warranties
2.1 Representations and Warranties of the Seller. Seller represents
and warrants to, and covenants and agrees with Buyer, as follows:
(a) (i) On the Closing Date the Aircraft shall be in a new
condition, purchased from its manufacturer within the last sixty (60) days,
in good working order and repair and have a valid Certificate of
Airworthiness issued by the FAA with all applicable airworthiness
directives and inspections
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current, (ii) no defaults or conditions which, with the passage of time or
giving of notice or both, would constitute defaults, exist under any
agreement, instrument or document to which Seller is a party, or by which
the Aircraft or the Interest is bound.
(b) On the Closing Date Seller shall own, and by this Agreement and
the Xxxx of Sale shall convey to Buyer, good and marketable title to the
Interest free and clear of any and all leases, liens, claims, rights to
purchase and encumbrances other than the rights of any Additional Interest
Owners as provided in the Operative Documents.
(c) Seller is a corporation duly and validly organized and existing
in good standing under the laws of the state of its incorporation and has
all power and authority to own or lease its properties and carry on its
business where such properties are located and such business is conducted.
Seller has the power and authority to enter into this Agreement, to
execute, deliver and receive all other instruments and documents executed
and delivered and received in connection with the transactions herein
referred to carry out the sale and transfer of the Interest to Buyer and
the transactions contemplated hereunder and thereunder. Seller has the
power and authority to execute and deliver this Agreement, the Xxxx of Sale
and any other documents and instruments required to be executed and
delivered by it.
(d) There is no action, suit or proceeding pending against Seller
before or by any court, administrative agency or other governmental
authority which brings into question the validity of, or in any way legally
or financially (in the case of performance) impairs, the execution,
delivery or performance by Seller of any Document.
(e) The execution and delivery of the Documents by Seller and the
performance by it of its obligations thereunder, including, without
limitation, the conveyance of the Interest and the acceptance of the
Purchase Price in exchange therefor, have been duly authorized by all
necessary corporate action of Seller and do not violate or conflict with
(i) any provision of Seller's Certificate of Incorporation or By-Laws, or
(ii) any law or any order, writ, injunction, decree, rule or regulation of
any court, administrative agency or any other governmental authority.
(f) The Documents to be executed and delivered by Seller constitute
the valid and binding obligations of Seller enforceable in accordance with
their respective terms, subject, however, to (i) laws of general
application affecting creditors' rights and (ii) judicial discretion, to
which equitable remedies are subject.
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(g) Seller is not subject to any restriction (which has not been
complied with) or agreement which, with or without the giving of notice,
the passage of time, or both, prohibits or would be violated by, or be in
conflict with, the execution, delivery and consummation of the Documents
and transactions therein referred to.
(h) The Aircraft has been inspected and maintained within the twelve
(12) month period preceding the date hereof in accordance with the
provisions of FAR 91.409 except to the extent the Aircraft is less than
twelve (12) months old and all applicable requirements for maintenance and
inspection thereunder have been complied with. Seller acknowledges that
Buyer will rely exclusively upon this representation in making a similar
representation under the Master Interchange Agreement dated of even date
herewith.
(i) Seller represents the total time on the aircraft and engines is
the number of hours listed on the Schedule.
(j) Seller has not employed, engaged or otherwise dealt with any
broker or agent in connection with this Agreement and any commissions
payable as a result thereof shall be the sole responsibility of Seller
unless such broker or agent has been retained by written agreement by
Buyer.
(k) EXCEPT AS SPECIFICALLY SET FORTH IN THIS SECTION 2.1 OR IN THE
XXXX OF SALE THERE ARE NO WARRANTIES OR REPRESENTATIONS OF ANY KIND OR
NATURE, EXPRESS OR IMPLIED, CONCERNING THE TRANSACTION CONTEMPLATED BY THIS
AGREEMENT, OR THE AIRCRAFT, ITS CONDITION, ITS FITNESS FOR A PARTICULAR
PURPOSE, ITS AIRWORTHINESS, ITS DESIGN, ITS OPERATION, ITS MERCHANTABILITY
OR WITH RESPECT TO PATENT INFRINGEMENT OR THE LIKE. SELLER SHALL, IN NO
EVENT, BE LIABLE TO BUYER FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL
DAMAGES CAUSED, DIRECTLY OR INDIRECTLY, BY THE AIRCRAFT OR ANY INADEQUACY
THEREOF FOR ANY PURPOSE, OR ANY DEFICIENCY THEREIN, OR THE USE OR
MAINTENANCE THEREOF, OR ANY REPAIRS, SERVICING OR ADJUSTMENTS THERETO
EXCEPT AS PROVIDED IN THE OPERATIVE DOCUMENTS.
2.2. Representations and Warranties of the Buyer. The Buyer
represents and warrants to, and agrees with, the Seller as follows:
(a) Buyer, if a corporation, is duly and validly organized and
existing in good standing under the laws of the state of its incorporation.
(b) Buyer has the power and the authority to enter into the
Documents to be executed and delivered by Buyer, and to carry out the
transactions contemplated thereunder.
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(c) The execution and delivery of the Documents by Buyer, and the
performance of its obligations thereunder have been duly authorized by all
necessary action of Buyer and do not violate or conflict with (i) any
provision of Buyer's Certificate of Incorporation or By-Laws, if Buyer is a
corporation, or (ii) any law or any order, writ, injunction, decree, rule
or regulation of any court, administrative agency or any other governmental
authority. There is no action, suit or proceeding pending or threatened
against Buyer 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 Buyer of any Document.
(d) The Documents to be executed and delivered by Buyer constitute
the valid and binding obligations of Buyer enforceable in accordance with
their respective terms, subject, however, to (i) laws of general
application affecting creditors' rights and (ii) judicial discretion, to
which equitable remedies are subject.
(e) 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 the
Documents and the transactions therein referred to other than restrictions
and agreements as to which it has obtained the necessary consents for such
execution, delivery and consummation by Buyer.
(f) Buyer is a citizen of the United States (as defined in U.S.C.
(S) 40101, et seq., as amended) and covenants and agrees that it will
remain such for so long as it retains the Interest, and further covenants
and agrees that the Aircraft will be registered in the United States
throughout the term of this Agreement.
(g) Buyer has not employed, engaged or otherwise dealt with any
broker or agent in connection with this Agreement and any commissions
payable as a result thereof shall be the sole responsibility of Buyer
unless such broker or agent has been retained by Seller.
(h) Buyer hereby specifically acknowledges, for the benefit of
Seller, that neither Seller nor any employee or agent of (or counsel to)
Seller has made any representation or warranty to Buyer as to (i) the
future sale value or rental value of the Aircraft or the Interest, or (ii)
any tax consequence to Buyer of its participation in any transaction
contemplated by this Agreement or otherwise related in any way to the
Aircraft, the Interest, or the purchase, sale, management, use or financing
thereof.
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3. Indemnification
Each of Seller and Buyer will indemnify the other and protect, defend and
hold it harmless from and against any and all loss, cost, damage, injury or
expense, including, without limitation, reasonable attorney's fees, wheresoever
and howsoever arising which the indemnified party or its stockholders, or any or
its, or their, directors, officers, agents, employees, stockholders or partners,
may incur by reason of any breach by the indemnifying party of any of its
representations or obligations set forth in the Documents. In the event any
claim for indemnification hereunder arises on account of a claim or action made
or instituted by a third person against the non-indemnifying party, the non-
indemnifying party shall notify the indemnifying party promptly after the
receipt of notice by the non-indemnifying party that such claim was made or that
such action was commenced. The indemnifying party shall be entitled to
participate in the defense of any such claim or action by counsel of its own
choosing. If the indemnifying party shall participate in the defense of such
claim or action, the same shall not be settled without its prior written consent
(which consent shall not be unreasonably withheld) unless the indemnifying party
shall deny or fail to confirm after written request the other's right to
indemnification. Each of Seller and Buyer also hereby indemnifies and shall
hold the other harmless against any loss sustained or reasonable expense
incurred by the other as the direct result of or arising out of the imposition
on the Aircraft or the Interest of any Federal or other tax lien or the
foreclosure thereof by virtue of the failure to pay or underpayment by the
indemnifying party of the Federal or other taxes payable by such indemnifying
party.
4. Benefits of Representations, Warranties, Etc.
Seller hereby assigns to Buyer (to the extent assignable) the benefits of
all warranties, representations, covenants and indemnities made to Seller by, or
which Seller is entitled to enforce against, the manufacturer of the Aircraft.
5. Conditions Precedent to Closing
(a) Seller's obligations to sell the Interest to Buyer shall be
subject to the performance by Buyer of all of its agreements hereunder to
be performed on or prior to the Closing Date including the obligation of
Buyer to make the payments set forth in Section 1.2 hereof.
(b) Buyer's obligations to purchase the Interest from Seller shall be
subject to the performance by Seller of all of its agreements hereunder to
be performed on or prior to the Closing Date and to the satisfaction of the
following conditions:
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(1) Execution and delivery by Seller to Buyer of the Xxxx of Sale;
(2) Arrangements satisfactory to Buyer shall have been made with
respect to the registration of Buyer's Interest with the FAA;
(3) Seller shall present Buyer with evidence of Seller's title to
the Aircraft to the extent of the Interest subject only to the rights
of the Additional Interest Owners; and,
(4) Executive Jet Aviation, Inc., a Delaware corporation and
affiliate of Seller ("EJA"), shall have agreed to manage the Aircraft
on behalf of Buyer and the Additional Interest Owners pursuant to the
terms of a management agreement typically used by EJA (the "Management
Agreement") and shall have agreed to administer an interchange program
among Buyer, the Additional Interest Owners and certain owners of
other aircraft pursuant to the terms of a master interchange agreement
(the "Master Interchange Agreement"), copies of which agreements Buyer
acknowledges have been previously delivered to and reviewed by Buyer.
(c) Buyer agrees that, at such time as Seller and EJA mutually agree
that the Aircraft is operational, in good working order and ready to use,
Buyer will execute and deliver to Seller and EJA, an Aircraft Acceptance
Form, Owner's Agreement, Master Interchange Agreement and Management
Agreement in the forms previously delivered to and reviewed by Buyer, which
shall be dated the date of such mutual agreement. Buyer hereby
specifically appoints EJA as Buyer's agent to accept delivery of the
Aircraft. Buyer agrees not to unreasonably withhold or delay its
acceptance of the Aircraft. Buyer hereby agrees to execute and deliver the
Aircraft Acceptance Form within five (5) days from the date of such
agreement, and further agrees to indemnify and hold Seller harmless from
and against any and all claims, charges, costs or expenses arising out of
or relating to Buyer's failure to so execute and deliver such Aircraft
Acceptance Form. The transaction contemplated hereunder shall be deemed to
commence, and the Management Agreement, Owner's Agreement, Master
Interchange Agreement and other Operative Documents shall be dated, as of
the commencement date specified on the Aircraft Acceptance Form (the
"Closing Date" or "Commencement Date").
6. Repurchase by Seller
(a) Seller hereby acknowledges and agrees that in the event of a
material default by EJA in the performance of any of its substantive
obligations under the Operative Documents or upon any breach of any
material representations or
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warranties made by Seller hereunder which default shall continue for ten
(10) days after receipt of written notice or in the event Buyer terminates
the Management Agreement for any of the events specified in Section 16 of
the Management Agreement which entitles Buyer to terminate the Management
Agreement, then upon written notice, and provided no material default by
Buyer has occurred and is continuing under any of the Operative Documents,
Buyer shall have the right and the option to cause Seller to repurchase
Buyer's Interest in the Aircraft for the then Fair Market Value of the
Aircraft (determined by mutual agreement of Buyer and Seller, or absent
such agreement, by an independent appraiser mutually agreed upon by the
parties, or, absent such agreement, by a majority of three independent
appraisers, one selected by the Buyer, one selected by the Seller, and the
third selected by the other two) multiplied by the percentage equivalent of
the Interest, utilizing the assumption, in calculating such repurchase
price, that the Aircraft is in the condition required to be maintained
under the Management Agreement, the engines on the Aircraft are mid-life
(pre Hot Section inspections) and utilizing the actual number of hours on
the airframe, and without regard to or consideration of any maintenance
reserves established by EJA under the Management Agreement. Seller shall be
entitled to deduct from the amount payable as the repurchase price all
unpaid sums due under the Operative Documents, which sums if any, shall be
retained by EJS if due EJS or remitted to the party to whom such sums are
owing pursuant to the Operative Documents, and, in the event the repurchase
price is insufficient to deduct therefrom all such sums due and owing, then
Buyer shall remain liable to Seller for the payment of such sums to the
extent of the deficiency. In the event Buyer notifies Seller of its desire
to cause Seller to repurchase Buyer's Interest in the Aircraft as herein
described, Seller shall have ninety (90) days after receipt of such notice
to cause such repurchase to occur and Buyer agrees that upon any such
repurchase Buyer will transfer to Seller good and marketable title to the
Interest free and clear of any and all liens or encumbrances caused by
Buyer other than mechanics liens to be discharged in the ordinary course of
business.
(b) Seller hereby acknowledges and agrees that Buyer shall have the
right and option, upon at least thirty (30) days written notice and
provided no material default by Buyer has occurred and is continuing under
any of the Operative Documents, to cause Seller to repurchase Buyer's
Interest in the Aircraft at any time after twenty-four (24) months from the
date hereof for the then Fair Market Value of the Aircraft (determined by
mutual agreement of Buyer and Seller, or absent such agreement, by an
independent appraisers, appraiser mutually agreed upon by the parties, or,
absent such agreement, by a majority of three independent appraisers one
selected by the Buyer, one
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selected by the Seller, and the third selected by the other two) multiplied
by the percentage equivalent of the Interest net of a seven percent (7%)
brokerage commission to be reserved by Seller, utilized the assumption, in
calculating such repurchase price, that the Aircraft is in the condition
required to be maintained under the Management Agreement, the engines on
the Aircraft are mid-life (pre Hot Section inspections) and utilizing the
actual number of hours on the airframe and without regard to or
consideration of any maintenance reserves established by EJA under the
Management Agreement. Seller shall be entitled to deduct from the amount
payable as the repurchase price all unpaid sums due under the Operative
Documents, which sums if any shall be retained by EJS if due EJS or
remitted to the party to whom such sums are owing pursuant to the Operative
Documents, and, in the event the repurchase price is insufficient to deduct
therefrom all such sums due and owing, then Buyer shall remain liable to
Seller for the payment of such sums to the extent of the deficiency. In the
event Buyer notifies Seller of its desire to cause Seller to repurchase
Buyer's Interest in the Aircraft as herein described, Seller shall have
ninety (90) days after receipt of such notice to cause such repurchase to
occur and Buyer agrees that upon any such repurchase Buyer will transfer to
Seller good and marketable title to the Interest free and clear of any and
all liens or encumbrances caused by Buyer other than mechanics liens to be
discharged in the ordinary course of business.
(c) Buyer hereby acknowledges and agrees that Seller shall have the
right and option, in addition to any other remedies Seller may be entitled
to, upon a material default by Buyer under any of the Operative Documents
which results in the termination of the Management Agreement by EJA, to
repurchase Buyer's Interest in the Aircraft for the then Fair Market Value
of the Aircraft (determined by mutual agreement of Buyer and Seller, or,
absent such agreement, by an independent appraiser mutually agreed upon by
the parties, or absent such agreement, by a majority of three independent
appraisers, one selected by Buyer, one selected by Seller and the third
selected by the other two) multiplied by the percentage equivalent of the
Interest, in each case net of a seven percent (7%) brokerage commission to
be reserved by Seller, utilizing the assumption, in calculating such
repurchase price, that the Aircraft is in the condition required to be
maintained under the Management Agreement, the engines on the Aircraft are
mid-life (pre Hot Section inspections) and utilizing the actual number of
hours on the airframe and without regard to or consideration of any
maintenance reserves established by EJA under the Management Agreement.
Seller shall be entitled to deduct from the amount payable as the
repurchase price all unpaid sums due under the Operative Documents, which
sums if any, shall be retained by EJS if due EJS or remitted to the party
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to whom such sums are owing pursuant to the Operative Documents, and, in
the event the repurchase price is insufficient to deduct therefrom all such
sums due and owing, then Buyer shall remain liable to Seller for the
payment of such sums to the extent of the deficiency. In the event Seller
notifies Buyer of its desire to repurchase Buyer's Interest in the Aircraft
as herein described, Seller shall have ninety (90) days after receipt of
such notice by Buyer to cause such repurchase to occur and Buyer agrees
that upon any such repurchase Buyer shall transfer to Seller good and
marketable title to the interest free and clear of any and all liens or
encumbrances caused by Buyer other than mechanics liens to be discharged in
the ordinary course of business.
(d) Notwithstanding the foregoing, in the event Seller repurchases
Buyer's Interest in the Aircraft, such repurchase by Seller shall not be
deemed a waiver of EJA's, Seller's or Buyer's right to pursue all remedies
at law and in equity to which it may otherwise be entitled against the
other party(ies) for any default under the Operative Documents, each
acknowledging that it shall retain the right to proceed against the other
party(ies) after the repurchase for any such default.
7. Transferability of Aircraft
Buyer shall not, for so long as the Aircraft is being operated under the
terms of the Management Agreement and the Master Interchange Agreement, sell or
otherwise transfer Buyer's Interest in the Aircraft to any other person, firm or
entity (the "New Purchaser"), other than an affiliate of Buyer or pursuant to
Section 20 of the Management Agreement, or to a Bank as security as set forth in
Section 1 of the Owners Agreement, without the prior written consent of Seller
and EJA, which consent shall not be unreasonably withheld, provided that such
New Purchaser (i) meets Seller's and EJA's credit criteria or Buyer agrees to
guaranty such New Purchaser's obligations under the Operative Documents, and
(ii) is approved by EJA as to geographic location and flying patterns, and (iii)
assumes the obligations of Buyer under the Operative Documents.
8. Sale of Additional Interests
Seller hereby specifically reserves the right to sell additional interests
in the Aircraft for the remaining unsold portion of the Aircraft to such
persons, firms or entities as Seller, in its sole discretion, deems acceptable,
provided that such Additional Interest Owners execute a management agreement
substantially similar to the Management Agreement as well as execute the Owner's
Agreement and Master Interchange Agreement, and Buyer shall have no right to
object to any such sale by Seller. Upon any such sale by Seller to Additional
Interest
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Owners a tenancy-in-common shall arise among Buyer and such Additional Interest
Owners.
9. Miscellaneous
9.1. Survival. The representations and warranties made herein shall
survive the execution and delivery of this Agreement and the consummation of the
transactions described herein.
9.2. Successors and Assigns. The rights and obligations of the parties
hereunder shall inure to the benefit of, and be binding and enforceable upon,
the respective successors, assigns and permitted transferees of either party.
9.3. Notices. Any notice, request or other communication to either
party by the other hereunder shall be given in writing and shall be deemed given
on the earlier of the date the same is (i) personally delivered with receipt
acknowledged, or (ii) telecopied at time of transmission or (iii) three (3) days
after mailed by certified mail, return receipt requested, postage prepaid and
addressed to the party for which it is intended at the address as set forth at
the head of this Agreement and on the signature page, together with a copy to
any addressee as may be designated by a party by notice hereunder. The place to
which notices or copies of notices are to be given to either party may be
changed from time to time by such party by written notice to the other party.
9.4. Governing Law. This Agreement constitutes the entire
understanding among the parties and there are no representations or warranties,
conditions, covenants or agreements other than as set forth expressly herein and
in the Documents, and any changes or modifications hereto must be in writing and
signed by authorized representatives of both parties. The parties hereto further
agree that the courts of the United States and State of Ohio shall have
jurisdiction over the parties with regard to any disputes arising under this
Agreement or arising out of the operation, maintenance, inspection, servicing or
occupancy of the Aircraft during the term of the Agreement and that this
Agreement shall be interpreted and governed by the laws of the State of Ohio.
9.5. Captions. Captions used herein are inserted for reference
purposes only and shall not affect the interpretation or construction of this
Agreement.
9.6. Counterparts. This Agreement may be executed in one or more
counterparts each of which shall be deemed an original, but all of which
together shall constitute one and the same agreement.
9.7. Amendments. This Agreement may be amended or varied only by
documents, in writing, of even or subsequent date hereof, executed by Buyer and
Seller.
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9.8. Further Assurances. Each party hereto shall execute and deliver
all such further instruments and documents as may reasonably be requested by the
other party in order to fully carry out the intent and accomplish the purposes
of the Documents and the transactions referred to therein.
9.9. Severability. In the event that any one or more of the provisions
of this Agreement shall for any reason be held to be invalid, illegal or
unenforceable, the remaining provisions of this Agreement shall be unimpaired
and the invalid, illegal or unenforceable provision shall be replaced by a
mutually acceptable provision, which, being valid, legal and enforceable, comes
closest to the intention of the parties underlying the invalid, illegal or
unenforceable provision.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day and year set forth below opposite their signatures.
BUYER: WEST TELEMARKETING CORPORATION, a Delaware corporation
SIGNATURE: /s/ Xxxx X. Xxxxx
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BY: Xxxx X. Xxxxx 3-14-96
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Please print or type (date)
TITLE: Chief Executive Officer
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ADDRESS: 0000 Xxxxx Xxxxxx, Xxxxx, XX 00000
SELLER: EXECUTIVE JET SALES, INC.
SIGNATURE: /s/ Xxxxx X. Beach 3-14-96
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(date)
BY: Xxxxx X. Beach 3-14-96
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(date)
TITLE: Vice President
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ADDRESS: 000 Xxxxxxxx Xxxx, Xxxxxxxx, Xxxx 00000
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SCHEDULE
Description of Equipment and Interest
A 12.5% undivided interest in the following aircraft, together with all
engines, appurtenances, appliances, parts, instruments, accessions, furnishings
and other equipment of whatever nature incorporated in or contained in or
attached to the same:
Aircraft Cessna Citation V Ultra
Engines - Xxxxx & Whitney JT15D-5D
Manufacturer's Serial No. 560-0352
Engine Serial #'s Left PCE 500193
Right PCE 500192
FAA Registration No. N 352 QS
Total time on Aircraft 9
Total Time on Engines Left 9
Right 9
PURCHASE PRICE: $ 755,000
ANTICIPATED DELIVERY DATE: ________________
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