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EXHIBIT 10.66 AGREEMENT TO PURCHASE AND SELL PARTIAL INTEREST IN AIRCRAFT

Purchase and Sale Agreement

EXHIBIT 10.66   AGREEMENT TO PURCHASE AND SELL PARTIAL INTEREST IN AIRCRAFT | Document Parties: NELNET INC | Nelnet Corporate Services, Inc., You are currently viewing:
This Purchase and Sale Agreement involves

NELNET INC | Nelnet Corporate Services, Inc.,

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Title: EXHIBIT 10.66 AGREEMENT TO PURCHASE AND SELL PARTIAL INTEREST IN AIRCRAFT
Governing Law: Nebraska     Date: 3/16/2005
Industry: Consumer Financial Services     Sector: Financial

EXHIBIT 10.66   AGREEMENT TO PURCHASE AND SELL PARTIAL INTEREST IN AIRCRAFT, Parties: nelnet inc , nelnet corporate services  inc.
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                                                                   EXHIBIT 10.66

 

           AGREEMENT TO PURCHASE AND SELL PARTIAL INTEREST IN AIRCRAFT

 

THIS AGREEMENT TO PURCHASE AND SELL PARTIAL INTEREST IN AIRCRAFT (the

"AGREEMENT") is made and entered into as of this 27th day of September, 2004, by

and between Nelnet Corporate Services, Inc., f/k/a Nelnet Corporation (herein

referred to as "Seller"), and Crete Carrier Corporation ("Crete Carrier") and

Nebco Intermodal, Inc. ("Nebco"), (Crete Carrier and Nebco being referred to

herein individually as a "Purchaser" and collectively as the "Purchasers"), with

respect to That certain Cessna Citation Excel model aircraft, Serial No.

560-5270, Reg No. N300DA (the "Aircraft")

 

NOW, THEREFORE, in consideration of the mutual covenants hereafter contained,

the parties hereto agree as follows:

 

1.       Sale of Seller's Interest in Aircraft. Seller hereby agrees to sell,

        assign, transfer and deliver to Purchasers and Purchasers hereby

        severally agree to purchase from the Seller, under and pursuant to the

        terms and conditions hereafter set forth, Seller's undivided aggregate

        45% ownership interest in the above referenced Aircraft in the following

        proportion: (i) an undivided 30% interest in the Aircraft shall be

        transferred to Crete Carrier, and (ii) an undivided 15% in the Aircraft

        shall be transferred to Nebco.

 

2.       Purchase Price. The purchase price for the portion of Seller's ownership

        interest in the Aircraft purchased by Crete Carrier shall be Two

        Million, Three Hundred Eighty Two Thousand, One Hundred Seventeen

        Dollars ($2,382,117.00). The purchase price for the portion of Seller's

        ownership interest in the Aircraft purchase by Nebco shall be One

        Million, One Hundred Ninety One Thousand, Fifty Eight Dollars

        ($1,191,058.00).

 

3.       No Encumbrance. The Seller's interest in the Aircraft shall be

        transferred to Purchasers free and clear of all security interests,

        liens or encumbrances of any nature whatsoever.

 

4.       Closing. The Closing shall be set to occur no later than 2 business days

        after execution of this AGREEMENT. Closing shall take place as evidenced

        by executing and filing an FAA Aircraft Bill of Sale (AC Form 8050-2)

        with the FAA Aircraft Registry on behalf of Purchaser, and wire

        transfering the Purchase Price to Seller or its designated Qualified

        Intermediary, per their written instructions, and by delivery to the

        respective Purchasers of a Bill of Sale in the form attached hereto as

        Exhibit A.

 

5.       Risk of Loss. Risk of loss, damage, or destruction of the Seller's

        interest in the Aircraft shall pass from Seller to Purchasers upon

        Closing of the sale of Seller's interest in the Aircraft.

 

6.       Representations. Seller represents and warrants that it is the sole

        owner of an undivided 45% interest in the Aircraft, that it has good and

        merchantable title to an undivided 45% interst in the Aircraft, and that

        Seller's interest in the Aircraft will be transferred to the respective

        Purchasers free and clear of all security interests, liens, claims, and

        encumbrances whatsoever. Seller further represents and warrants that it

        has no knowledge of any defect or deficiency with respect to the

        Aircraft.

 

        EXCEPT FOR THE WARRANTY OF TITLE EXPRESSLY SET FORTH HEREIN, "SELLER"

        MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE REGARDING

        THE "AIRCRAFT", WHICH ARE DELIVERED HEREUNDER IN AN "AS IS, WHERE IS"

        CONDITION. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, "SELLER"

        DISCLAIMS ALL OTHER WARRANTIES, GUARANTEES OR LIABILITIES, WHETHER

        EXPRESS OR IMPLIED OR STATUTORY, SUCH AS THE CONDITION OF THE "AIRCRAFT"

        AIRWORTHINESS, DESIGN, QUALITY OF WORKMANSHIP OR MATERIALS,

        MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

 

                                       

<PAGE>

 

7.       BROKER'S COMMISSION. Seller and Purchasers each represent and warrant to

        the other that they have taken no action which would obligate the other

        parties or give rise to a valid claim for a broker's fee in connection

        with this transaction and each party agrees to indemnify and forever

        hold the other harmless from and against any claims for brokers'

        compensations, fees, or commissions arising out of the indemnifying

        party's actions.

 

8.       TAXES. Purchasers shall pay, and shall indemnify and hold the Seller

        harmless from all sales, use, property, ad valorem, value added, or

        other similar taxes, fees, or other charges of any nature (excluding

        taxes on net or gross income or gain realized by the Seller) together

        with any penalties, fines, or interest thereon which may be assessed or

        levied by the U.S. Government or other U.S. taxing authority as a result

        of the Purchasers' acquiring Seller's interest in the Aircraft. Seller

        shall be responsible for any taxes, fees, or charges assessed against

        the Aircraft prior to Closing and shall indemnify and hold Purchasers

        harmless from these taxes.

 

9.       PRIOR AGREEMENTS. This


 
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