FLOOR PLAN FINANCE AGREEMENT
This Floor Plan
Finance Agreement (“Agreement”) is between AVANTAIR,
INC., 4311 General Howard Drive, Clearwater, FL 33762,
Telephone: 727-539-0071, Fax: 727-539-7007, hereinafter referred to
as the "Borrower," and MIDSOUTH SERVICES, INC., or assigns, 800
Druid Road West, Clearwater, FL 33756,
Telephone: 727-461-0635, Fax: 727-461-0734, hereinafter
referred to as the "Lender." Escrow agent will be
INSURED AIRCRAFT TITLE SERVICE, 4848 S.W. 36
th Street, Oklahoma City, OK 73179,
Telephone: 800-654-4882, Fax: 405-681-9299,
hereinafter referred to as the "Escrow Agent."
WHEREAS , the Borrower has certain Piaggio P-180
Aircraft beginning with Unit #47 with Serial Number 1181 and U.S.
Registration Number 189SL (“Aircraft”) that they elect
to finance pursuant to this Agreement beginning on or about April
24, 2009 (“Initial Delivery”). The Net
Purchase Price for the Aircraft is attached as “Attachment
A”;
WHEREAS , Lender shall loan Borrower the Net Purchase
Price on the actual delivery date of each Aircraft listed on
Attachment A (“Delivery Date”) pursuant to the terms
and conditions of this Agreement.
Now therefore,
in consideration of the terms and conditions herein contained, the
parties agree as follows:
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Term. The term of this Agreement shall
commence on the actual date of the Initial Delivery for N189SL and
shall terminate twelve (12) months thereafter
(“Term”). Borrower shall also have to sole
option to terminate this Agreement at any time and for any reason
during the Term by giving Lender ninety (90) days advance written
notice (“Early
Termination”). Notwithstanding the foregoing, in
the event that Borrower elects to terminate this Agreement solely
because they receive a bona fide offer with more favorable
financing from an alternate lending institution, the termination
shall be subject to Section 8 below.
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Purchase
Price .
On or before each
Delivery Date, Lender agrees to pay an amount up to the Net
Purchase Price as specified on Attachment A for the applicable
Aircraft. Borrower shall provide Lender with an invoice from
Piaggio America indicating the balance due for the purchase of the
Aircraft. Lender shall have the option to wire the Net
Purchase Price directly to Piaggio America on the Delivery Date in
lieu of using the Escrow Account, which shall be determined at
their sole discretion. Borrower shall notify Lender at
least ten (10) days prior to the anticipated Delivery Date of their
intention to have Lender loan the Net Purchase Price for an
Aircraft. In addition, it is agreed between the parties that Lender
shall only be required to loan the Net Purchase Price for one
Aircraft at a time pursuant to this Floor Plan Finance
Agreement. However, Lender agrees to loan the Net
Purchase Price for each Aircraft listed on Attachment A assuming
that Borrower relinquishes the debt for the prior Aircraft prior to
Lender loaning the Net Purchase Price for the subsequent
Aircraft.
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Transaction Fee . As consideration for Lender
providing the Net Purchase Price for the Aircraft during the Term
of this Agreement, Borrower agrees to pay Lender a monthly fee in
the amount of Eighty Two Thousand Five Hundred U.S. Dollars
($82,500.00) (“Transaction Fee”). The
initial Transaction Fee shall be due in arrears one month after the
Delivery Date of N189SL, which shall be on or around May 24,
2009. After the Delivery Date of N189SL, the payment of
the Transaction Fee shall be due each month thereafter for the
remainder of the Term or until the date of the Early Termination,
whichever occurs first. Borrower shall remit the
Transaction Fee to Lender via wire transfer.
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Insurance . Borrower shall maintain adequate
insurance on the Aircraft and provide Lender and Lender’s
financial institution with a Certificate of Insurance listing
Lender’s financial institution as lien holder and Lender as
an additional insured.
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Title and
Liens .
Borrower agrees that on
the Actual Delivery Date, Lender shall be permitted to file a lien
on the Aircraft securing the amount of the Net Purchase Price paid
to manufacturer. On the Actual Delivery Date, Borrower
and Lender may agree to allow title to transfer from Piaggio
America to MidSouth Services, Inc, instead of from Piaggio America
to Avantair, Inc. All liens imposed on the Aircraft by
Lender must be removed on or before the date that Borrower repays
the Net Purchase Price to Lender so that Borrower has free and
clear title to the Aircraft, unless Borrower is in default by not
paying the Transaction Fee after given a ten (10) day period to
cure the default as set forth in Section 7 below.
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Release
of Liens . Prior to the date that Borrower
repays the Net Purchase Price to Lender (“Avantair Actual
Delivery Date”), Lender will place any required Release(s) of
Lien with Escrow Agent. Lender shall be notified at
least seven (7) days prior to the Avantair Actual Delivery
Date. Lender hereby agrees to fully cooperate with
Borrower and Escrow Agent to effect, amend, discharge and/or
consent to registrations with respect to the Aircraft on the
Internationa
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