EXHIBIT 10.68
AIRCRAFT JOINT OWNERSHIP AGREEMENT
THIS AIRCRAFT JOINT OWNERSHIP AGREEMENT (the "Agreement") is made
and
entered into as of the 30th day of
September, 2004, by and between Nelnet
Corporate Services, Inc. ("Nelnet"), and
Union Financial Services, Inc. ("UFS")
(Nelnet and UFS being referred to herein
individually as a "Joint Owner" and
collectively as the "Joint Owners") and is
made with reference to the following:
A. Joint Owners are the registered joint owners, as tenants in
common in
the proportions provided for herein, of
that certain Cessna Citation VI model
aircraft, Serial No. 650-0232_, U.S.
Registration No. N711LV (the "Aircraft").
B. Joint Owners wish to enter into an agreement pursuant to the
provisions of Section 91.501 of the Federal
Aviation Regulations for the use,
operation and maintenance of the Aircraft
and for the allocation of the costs
associated therewith.
NOW,
THEREFORE, in consideration of the premises and of the mutual
covenants contained herein, and intending
to be legally bound hereby, the
parties agree as follows:
1. JOINT OWNERSHIP.
(a) ALLOCATION. Notwithstanding the designation of any Joint
Owner as a registered joint owner of the
Aircraft on the records of the Federal
Aviation Administration, the parties agree
that all of their respective rights
and obligations with respect to the
Aircraft shall be determined solely and
entirely by the terms of this Agreement.
Each of the Joint Owners is the owner,
as a tenant in common, of the following
undivided interest in the Aircraft (such
interest being referred to herein as the
"Ownership Percentage"):
Nelnet
74.753%
UFS
25.247%
(b) RIGHTS TO AIRCRAFT. Joint Owners hereby acknowledge that,
upon consummation of the Aircraft Sales
Agreement dated as of October 1, 2004
(the "Purchase Agreement") between Mobek
Investments, LLC as seller and the
Joint Owners as purchasers, the Joint
Owners will, to the extent of their
respective Ownership Percentages own the
Aircraft, free and clear of any lien,
security interest or encumbrance of any
nature. Nelnet and UFS hereby accept and
assume (to the extent of their respective
Ownership Percentages) the duties,
burdens, obligations and liabilities
contained in the terms of the Purchase
Agreement. Nelnet and UFS shall each pay to
Mobek Investments, LLC their
respective Ownership Percentages of the
purchase price to be paid for the
Aircraft pursuant to the Purchase
Agreement. Each of the Joint Owners shall be
registered as joint owners of the Aircraft
on the records of the Federal
Aviation Administration. Each of the Joint
Owners represents that the Purchase
Agreement is in full force and effect and
that neither of the Joint Owners is in
default on any of its duties or obligations
contained therein.
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2. RELATIONSHIP OF PARTIES. The relationship among the parties is
as
tenants in common of a chattel (the
Aircraft). Notwithstanding the foregoing,
each Joint Owner waives any right it may
have to demand the partition, or sale
for partition, of the Aircraft under any
law of the State of Nebraska, or any
other jurisdiction, and hereby agrees that
the sole means by which a Joint Owner
may divest itself of its interest in the
Aircraft is as provided for in Section
10 hereof. No partnership, joint venture or
other relationship between the
parties whereby any party may be held
liable for the acts or omissions of any
other party is intended or created by this
Agreement or by virtue of the
designation of any party as a registered
joint owner of the Aircraft. Each Joint
Owner shall be entitled to its pro rata
share (based on its Ownership
Percentage) of the depreciation, gain, loss
or deduction with respect to the
Aircraft and shall be severally liable for
all costs and expenses chargeable to
such Joint Owner under the Management
Agreement (as defined herein) and incurred
with respect to the Aircraft.
3. MANAGEMENT AGREEMENT. Each Joint Owner agrees that it will enter
into
an agreement with Duncan Aviation, Inc.
("Duncan") to operate and manage the
Aircraft on the Joint Owners' behalf (the
"Management Agreement"). Each Joint
Owner shall perform their respective
obligations pursuant to the Management
Agreement during the term of this
Agreement. Each Joint Owner hereby
acknowledges that, in order to provide each
Joint Owner with sufficient use of
the Aircraft, no Joint Owner shall be
entitled to utilize the Aircraft in excess
of such Joint Owner's Allocated Flight
Hours (as defined in Section 5(b) hereof)
during any given year, except to the extent
provided for herein or in the
Management Agreement. Each Joint Owner
further acknowledges that in the event
any Joint Owner fails to utilize its
Allocated Flight Hours during any year
hereunder, such Joint Owner will be deemed
to have waived its rights to such
hours thereafter.
4. REPRESENTATIONS, WARRANTIES AND COVENANTS. Each Joint Owner
represents, warrants and covenants to the
other Joint Owners that the:
(a) Joint Owner is, and for so long as this Agreement remains
in
effect will be, a citizen of the United
States as described in 49 U.S.C. ss.
40101, et seq., as amended;
(b) Joint Owner will not utilize the Aircraft for any illegal
purposes or for purposes of providing
transportation of passengers or cargo in
air commerce for compensation or hire
except as permitted under Section 91.501
of the Federal Aviation Regulations;
(c) Joint Owner shall not operate the Aircraft unless
appropriate
insurance coverage, as detailed in the
Management Agreement, is in effect.
5. SCHEDULING. Duncan shall have the exclusive right to schedule
use of
the Aircraft in accordance with the
following criteria:
(a) Use will be scheduled among the Joint Owners, on a
"first-come, first served" basis.
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(b) Each Joint Owner will be entitled to use the Aircraft for
the
following number of flight hours (the
"Allocated Flight Hours") during each
twelve-month period commencing with the
date of this Agreement:
Nelnet
300 hours
UFS
100 hours
Allocated Flight Hours not utilized during
any twelve-month period may not be
carried over to subsequent periods.
Use of the Aircraft shall be deemed to
commence at the time the Aircraft takes
off and shall terminate when the Aircraft
lands at the destination Airport. In
addition, one tenth (1/10) of an hour shall
be added to each take-off and
landing to account for taxi time. Each such
hour of use of the Aircraft
(including such one-tenth (1/10) hour for
each take-off and landing) and rounded
to the nearest one-tenth (1/10) of an hour
is referred to herein as a "Flight
Hour". Flight Hours for one-way trips shall
include, as applicable, the time
required to return
