EXHIBIT 10.69
AIRCRAFT SALES AGREEMENT
THIS AIRCRAFT SALES AGREEMENT (the
"AGREEMENT") is made and entered into as of
this 1st day of October, 2004, by and
between Nelnet Corporate Services, Inc.,
121 South 13th Street, Suite 201, Lincoln,
Nebraska 68508, and Union Financial
Services, Inc. (herein collectively
referred to as "Purchaser"), and Mobek
Investments, LLC, 2501 Expedition Court,
Sioux City, Iowa 51111, (herein
referred to as "Seller"), with respect to
the following Aircraft and Engines
(collectively, the "Aircraft") as
represented per Exhibit A. attached hereto.
MANUFACTURER
Cessna Aircraft Company
MODEL
Citation VI
SERIAL NUMBER.
650-0232
REGISTRATION NUMBER
N711LV
ENGINES SERIAL NUMBERS
P-108115 / P-108128
NOW, THEREFORE, in consideration of the
mutual covenants hereafter contained,
the parties hereto agree as follows:
1. Seller
hereby agrees to sell, assign, transfer and deliver to
Purchaser
and Purchaser hereby agrees to purchase from the Seller, under
and
pursuant
to the terms and conditions hereafter set forth, the above
referenced Aircraft.
2. The
Purchase Price is agreed upon by the parties to be Four Million
Eight Hundred Thousand US Dollars ($4,800,000.00USD).
3. The
Purchaser has remitted a refundable deposit in the amount of
$100,000.00 USD, (One Hundred Thousand U. S. Dollars), to
Insured
Aircraft Title Service (herein after referred to as "IATS") at
4848
Southwest 36th Street, Oklahoma City, OK, 73179, Attn: Mr. Kirk
Woford,
(800)654-4882, as Escrow Agent.
4. This
Agreement is subject to a Test Flight and Prepurchase
Inspection,
to be performed at Duncan Aviation, Lincoln, NE, to start on or
about
September 21, 2004. Seller at its expense will deliver the Aircraft
to
Duncan Aviation, Lincoln, NE. The Prepurchase Inspection shall be
at
Purchaser's sole expense, and shall be comprised of an industry
standard
Pre-purchase Inspection, including but not limited to engine
boroscope,
windshield thickness check, under potty area check for corrosion,
fuel
leak check, pressurization check, etc. All such inspections are
hereby
approved by the Seller. Acceptance or rejection of the Aircraft
shall be
at the sole discretion of the Purchaser. Purchaser shall advise
both
Seller and Escrow Agent of the results of the Prepurchase
Inspection
within 24 hours after its completion. The Prepurchase
Inspection
facility shall provide Purchaser with a list of discrepancies
noted. The
Purchaser and its representative reserve the right to perform a
Post
Prepurchase Inspection Test Flight (PPITF) if the Prepurchase
Inspection
Facility determines that a discrepancy or multiple discrepancies
noted
during the Prepurchase Inspection warrant that a PPITF be
performed. If
the PPITF is performed, it is not to exceed two hours in duration,
and
the cost of the fuel and MSP expenses are to be paid by the
Purchaser.
Aircraft shall remain in the care and custody and be flown by
the
Seller's pilot (as PIC) during the PPITF. Purchaser and Seller
shall
execute Exhibit B, Notification of Results of Aircraft
Prepurchase
Inspection, on the later of (i) within 24 hours following the
completion
of the Prepurchase Inspection and (ii) October 1, 2004.
(a) Rejection. Upon receipt of notification from Purchaser that
the Prepurchase Inspection has been completed and that the Aircraft
has
been rejected, Seller shall cause the Escrow Agent to
immediately
refund, in full, the deposit to Purchaser (minus fuel and MSP
expense
incurred by Seller to return the aircraft to its base airport in
Sioux
City, IA), and this Agreement will be terminated.
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(b) Acceptance. Upon receipt by the Escrow Agent of
notification
from Purchaser that the Prepurchase Inspection has been completed
and
that
the Aircraft has been accepted, subject to Seller at its
expense
repairing the discrepancies noted, Purchaser and Seller shall
execute
Exhibit B, Aircraft Acceptance/Rejection Form, the deposit will
become
non refundable, except as provided herein, and should Purchaser
thereafter fail to complete the purchase, unless such failure is
the
result of Seller's failure to perform or the breach of Seller's
obligations or warranties, the Seller shall be entitled to receive
the
escrow deposit as its sole and exclusive remedy as liquidated
damages in
satisfaction of any and all claims and in lieu of any other damages
or
remedies. The aggregate cost of correcting the discrepancies set
forth
in Exhibit B shall reduce the Purchase Price by the amount of such
cost.
5. The
Purchaser and its representative shall be permitted to perform
a
Post Prepurchase Inspection Test Flight, if required, as per
Paragraph 4
above, not to exceed two hours in duration, upon the conclusion of
the
Prepurchase Inspection and the repair of noted discrepancies,
to
determine that the Aircraft conforms to the delivery requirements
per
Paragraph 6 below. Seller shall correct, at Seller's sole expense,
any
airworthiness discrepancies which may be noted during the PPITF
prior to
closing and delivery to Purchaser. The cost of the fuel and MSP
expenses
are to be paid by the Purchaser. Aircraft shall remain in the care
and
custody and be flown by the Seller's pilot (as PIC) during the
PPITF.
SIC must meet open pilot warranty of Sellers Insurance Co.
6. The
Aircraft will be delivered free and clear of all security
interests,
liens or encumbrances of any nature whatsoever to Purchaser in
Lincoln,
Nebraska, with a US FAA Certificate of Airworthiness, in an
airworthy
condition, with: all systems operating normally and meeting
manufacturers specifications; no damage history or corrosion
history
which requires or has required a repair that has entailed the
completion
of an FAA Form 337; 8110-3, or Cessna Engineering Repair Order
through
delivery, all Airworthiness Directives and Mandatory Service
Bulletins
complied with, complete, continuous, up-to-date set of original
aircraft
and engine logbooks; loose equipment; a paid in full and
transferable
MSP engine program; and fully in compliance with current
maintenance and
inspection requirements per the US Federal Aviation Administration
(FAA)
and the Manufacturers approved maintenance program with all
required
time and calendar actions completed through closing without
deferment or
extension, or
increased frequency of any inspections, whether cycles,
calendar, or hours; and recommendations thereof.
7. The
Closing and Delivery shall be set to occur no later than 2
business
days after the Aircraft has been returned to service as per
this
agreement, and the Purchaser has conducted the PPITF, if required,
as
per Paragraph 4 above. Prior to Closing, Seller will forward to
IATS all
document(s) necessary or required to convey a clear, free and
marketable
title to the "Aircraft", to include but not be limited to a Bill
of
Sale, FAA Form 8050-2, Warranty Bill of Sale (as per Exhibit C),
and
applicable Lien Release(s), the Purchaser will make, through
escrow, a
final payment in full for the Aircraft in the amount of
$4,700,000.00
US. Dollars. Delivery shall take place as evidenced by
executing
Appendix 1, Aircraft Delivery Receipt, and being sent via facsimile
to
IATS, IATS will then proceed to simultaneously file the Bill of
Sale and
Lien release with the FAA Registry on behalf of Purchaser, and
wire
transfer the Purchase Price to Seller, per their written
instructions,
and send Purchaser via overnight mail the Warranty Bill of
Sale.
8. With
Seller's full and complete compliance with the terms and
conditions
contained herein and with written notification that the Aircraft
is
ready for delivery, should the Purchaser fail to close for any
reason
other than provided
for herein, then, Seller may retain the deposit of
$100,000.00, as its sole and exclusive remedy as liquidated damages
in
satisfaction of any and all claims and in lieu of any other damages
or
remedies. If Seller fails to provide the Aircraft pursuant to the
terms
and conditions herein and not close for any reason, Seller
shall
immediately refund the deposit to Purchaser, and reimburse
Purchaser the
cost of the Prepurchase Inspection.
2
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9. Seller
shall not disclose the price or terms of this AGREEMENT to
third
parties except as required to complete the purchase, or as may
be
required by law.
10. Risk of loss,
damage, or destruction of the Aircraft shall pass from
Seller to Purchaser upon Delivery and Closing of the sale of
the
Aircraft.
11. Seller
represents and warrants that it is the sole owner of the
Aircraft, that it has good and merchantable title to the Aircraft,
and
that the Aircraft upon delivery will be 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 and that all records
maintained
with respect thereto are true, accurate and complete.
12. EXCEPT FOR THE
WARRANTY OF TITLE EXPRESSLY SET FORTH HEREIN, "SELLER"
MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE
REGARDING
THE "AIRCRAFT" OR RECORDS, 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" OR RECORDS AIRWORTHINESS, DESIGN, QUALITY OF WORKMANSHIP
OR
MATERIALS, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
13. Seller
