USED AIRCRAFT PURCHASE AGREEMENT



USED AIRCRAFT PURCHASE AGREEMENT

GEODYNAMICS, INC. ("Purchaser") and 499 BS LEASING, LLC, a Florida limited liability company ("Seller"), agree as follows:

RECITALS

Seller is the owner of a used 1978 Learjet 25D, manufacturer serial number 239. Such aircraft (together with its engines, loose equipment, systems, flight and maintenance manuals, manufacturers’ warranties and maintenance service plans and agreements (to the extent assignable), logbooks and other equipment listed in the attached Exhibit A) is referred to in this agreement (the "Agreement") as the "Aircraft."

Seller desires to sell the Aircraft to Purchaser, and Purchaser desires to purchase the Aircraft from Seller, each on the terms and subject to the conditions of this Agreement.

1. SALE OF AIRCRAFT. Seller hereby agrees to sell and deliver the Aircraft to Purchaser and Purchaser hereby agrees to purchase and accept the Aircraft from Seller, each on the terms and subject to the conditions of this Agreement.

2. DELIVERY AND ACCEPTANCE.

a. Seller shall tender possession of the Aircraft to Purchaser at Centennial Airport, Colorado or other mutually agreeable location on or before the sixth month anniversary hereof provided Purchaser has complied with all obligations hereunder and under the Lease (as hereinafter defined) (the "Delivery Date").

b. As a condition of closing, Seller shall, at the time of delivery of possession of the Aircraft to Purchaser, deliver to Purchaser a commercial Bill of Sale in the form of the attached Exhibit B, and an executed FAA Bill of Sale transferring title and ownership in the Aircraft to Purchaser free and clear of all liens, claims or encumbrances (the "Transfer Documents"). In connection with the execution and delivery hereof, duly executed but undated originals of the Transfer Documents will be deposited with International Aircraft Title Service, Inc., Attn: Ms. Mary Miller, 10007 S. Pennsylvania, Suite F, Oklahoma City, OK 73159 (the "Escrow Agent") pursuant to the Terms of the Escrow Agreement dated the date hereof among Purchaser, Seller and the Escrow Agent.

3. RISK OF LOSS. Risk of loss, damage or destruction to the Aircraft shall pass from Seller to Purchaser on the Delivery Date.

4. PURCHASE PRICE AND PAYMENT.

a. The purchase price for the Aircraft (the "Purchase Price") is Seven Hundred Thousand United States Dollars ($700,000).

b. The Purchaser Price shall be paid in seven installments as follows:

i. $100,000 upon execution and delivery of this Agreement, which the parties shall direct the Escrow Agent to deliver to Seller from the funds deposited with the Escrow Agent, less $5,200 previously advanced by the Purchaser; and

ii. Six additional payments of $100,000 due and payable on the 24th of each month commencing with June 24, 2010.

c. In the event that Purchaser does not make any payments when due: (i) Seller's obligation to sell the Aircraft shall terminate; (ii) Purchaser shall surrender all any rights to reimbursement of amounts paid to Seller hereunder; and (iii) Purchaser shall be entitled to any other remedy available at law or in equity as a result of Purchaser's breach of its obligations hereunder.

5. TAXES. Purchaser shall be responsible for the payment of any franchise, sales, use or other taxes or assessments which may be imposed by any governmental authority as a result of the sale of the Aircraft or arising out of the ownership, operation or use of the Aircraft from and after the Delivery Date.

6. LIMITED WARRANTY; DISCLAIMER.

a. SELLER REPRESENTS AND WARRANTS THAT IT HAS GOOD AND MARKETABLE TITLE TO THE AIRCRAFT AND SHALL CONVEY SUCH TO PURCHASER FREE AND CLEAR OF ALL LIENS, CLAIMS AND ENCUMBRANCES AT THE TIME OF DELIVERY.

b. EXCEPT AS SET FORTH IN SECTION 6(a), AND EXCEPT FOR ANY OTHER REPRESENTATIONS, WARRANTIES, AND/OR COVENANTS MADE BY SELLER IN THIS AGREEMENT AND/OR ANY OTHER DOCUMENTS EXECUTED BY SELLER IN CONNECTION WITH THIS AGREEMENT, SELLER DOES NOT MAKE AND HEREBY EXPRESSLY DISCLAIMS ANY OTHER EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE AIRCRAFT, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND THE AIRCRAFT SHALL BE SOLD TO PURCHASER "AS IS, WHERE IS."

c. SELLER SHALL NOT BE LIABLE TO PURCHASER FOR ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING OUT OF THE SALE, USE OR OPERATION OF THE AIRCRAFT AFTER THE DELIVERY DATE AND SUCH DAMAGES ARE HEREBY EXPRESSLY AND UNCONDITIONALLY WAIVED BY PURCHASER.

7. COMMISSIONS. Seller and Purchaser each represent and warrant to the other that no person or entity is entitled to any broker’s, finders or similar fee or commission arising out of the transactions contemplated by this Agreement. Each of Seller and Purchaser agree to indemnify and hold harmless the other from any liability for any such fee or commission.

8. OWNER FINANCE PERIOD. During the period commencing on the date hereof and continuing through the Delivery Date, unless earlier terminated, Purchaser shall lease the Aircraft pursuant to the terms of the Aircraft Lease Agreement (the "Lease") dated the date hereof between Purchaser and Seller.

9. EXPENSES. Except as otherwise provided herein, each of Purchaser and Seller shall be responsible for its own transaction costs and expenses.

10. CONFIDENTIALITY. Each party shall use their best efforts to keep this Agreement and the transactions contemplated hereby strictly confidential, provided that it may disclose this Agreement and the transactions hereby contemplated if required to do so:

a. for the purpose of legal proceedings, administrative or regulatory requirements or as otherwise required by law;

b. to affect any registrations, filings or recordations required by or pursuant to this Agreement;

c. for the purpose of disclosure to its auditors or to its legal or other professional advisers; or

d. for performance of it s obligations under this Agreement.

11. MISCELLANEOUS.

a. All notices or other communications provided for hereunder shall be in writing addressed to the party in question at the address or addresses mentioned for it on the last page of this Agreement, or to such other address as the parties may agree upon in writing and shall be effective upon receipt. All such notices shall be sent by certified mail, return receipt requested, postage prepaid, by receipted overnight courier or by telefax.

b. This Agreement may be modified only by a written instrument executed by both parties.

c. Time is of the essence in this Agreement.

d. The terms of this Agreement shall be governed by and interpreted in accordance with the laws of the State of Florida. Any action, suit or proceeding arising out of or related to this Agreement or the performance by either of the parties shall be held in a court of competent jurisdiction within the State of Florida and the parties hereby consent to the exclusive jurisdiction and venue in any such court.

e. This Agreement may not be assigned or delegated in whole or in part without the prior written consent of the other party.

f. This Agreement shall be binding upon the parties and their respective successors, legal representatives and permitted assigns.

g. This Agreement (along with the Exhibits hereto) is the complete agreement between the parties and supersedes any and all prior communications whether oral or written with respect to the subject matter of this Agreement.

h. No waiver by either party of a breach or default by the other party shall be deemed to be a waiver of a subsequent waiver or default.

i. If any provision of the Agreement shall to any extent be unenforceable, such provision shall be reformed to the minimum degree necessary to make it enforceable, or if such reformation is not permitted, then such provision shall be deemed omitted and the remainder of this Agreement shall not be affected and shall remain in full force and effect.

j. The Exhibits attached hereto are incorporated in this Agreement as if fully contained in this Agreement.

k. If any law or governmental regulation or any requirement of the United States Federal Aviation Administration or any interpretation thereof affecting Aircraft or any equipment applicable thereto is issued between the date of this Agreement and the Delivery Date that has the effect of requiring any change, alteration, addition or modification to Aircraft or any work already done to Aircraft, such modification(s) shall be the responsibility of the Purchaser, and any change or expense which Seller or any other party incurs as the result of any such modification(s) shall be paid for by Purchaser. In addition, any such modification(s) shall be deemed an excusable delay and an extension of the Delivery Date.

l. The division of this Agreement into Sections, and the insertion of headings, are for convenience of reference only and shall not affect the construction of interpretation of this Agreement.

m. This Agreement may be executed in one or more counterparts, each of which shall constitute an original.

The parties have executed this Agreement as of the _____ day of _____ 20__.

GEODYNAMICS, INC.

By:_________________________________

Jeffory Shields, Chief Executive Officer

88 Inverness Circle East, Unit J

Centennial, CO 80112

499 BS LEASING, LLC

By:_________________________________

William O. Brisben, Managing Member

23 North Beach Road

Jupiter Island, FL 33455

EXHIBIT A

Specifications

1. Aircraft - 1978 Learjet 25D, U.S. Registration No. N499BS, Serial No. 239

2. Engines: Two (2) General Electric CJ-610-8A S/N LH 211-037A and RH 211-038A

EXHIBIT B

BILL OF SALE

KNOW ALL MEN BY THESE PRESENTS that the undersigned, 499 BS LEASING, LLC ("Seller") for and in consideration of One Dollar ($1.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, does hereby grant, convey, bargain and sell, transfer, set over and deliver to GEO DYNAMICS, INC. ("Purchaser"), its successors and assigns forever, all of Seller's right, title and interest in and to the aircraft described in the Schedule attached hereto, including without limitation, all engines, appliances, parts, instruments, accessories, appurtenances, manufacturers’ warranties and maintenance service plans and agreements (to the extent assignable), furnishings and equipment (collectively, the "Aircraft").

Seller hereby warrants to Purchaser and its successors and assigns that there is hereby conveyed good and marketable title to the Aircraft free and clear of all liens, claims and encumbrances and that Seller will defend and warrant such title forever.

IN WITNESS WHEREOF, the undersigned has executed this bill of sale this ____ day of ________________, 2010 in ________________.

"SELLER"

499 BS LEASING, LLC

By:_________________________________

Its:_________________________________

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