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.
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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