Aircraft Purchase Agreement _Partial Ownership by bobzepfel


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									                       AIRCRAFT PURCHASE AGREEMENT

       This AIRCRAFT PURCHASE AGREEMENT (“Agreement”) is entered into this
___ day of                     , by and between
       (the “Sellers”),                        (the “Buyer”) and
               (“Guarantor”) on the following terms and conditions, and in consideration
of the mutual promises and covenants contained herein, and other good and valuable
consideration, the sufficiency of which is hereby acknowledged.

       1.      Sale of Ownership Interest in Aircraft. Seller agrees to sell to Buyer and
Buyer agrees to purchase from Seller an undivided twenty-five percent (25%) interest
(the “Partial Ownership Interest”) in the following aircraft (the “Aircraft”):

       Aircraft Make:
       Aircraft Model:
       Aircraft Year:
       Aircraft Registration Number:
       Aircraft Serial Number:

       2.      Purchase Price. It is agreed that the purchase price of the Partial
Ownership Interest is                             Dollars ($            )(the
“Purchase Price”), comprised of a cash payment of                       ($
       ) (“Cash Payment”) and Buyer’s assumption of liability for twenty-five percent
(25%) of the Loan (defined below), an amount equal to $                 as of
       . The Cash Payment shall be due and payable prior to or at the time of Aircraft
Delivery (as defined below).

         3.       Title; Liens and Encumbrances. Seller warrants that Seller holds legal title
to the Aircraft, and that the Partial Ownership Interest will be transferred to Buyer free
and clear of any liens, claims, charges, or encumbrances, except: (i) the security interest
held by                                 securing a loan in the original principal amount of $
          (the “Loan”), the balance of which Loan was $                as of
         ,(ii) property taxes and assessments (which shall be prorated as of the date Buyer
first takes possession of the Aircraft); and (iii) sales tax assessments, if any, in connection
with the transfer of the Partial Ownership Interest (which shall be paid by Buyer).

        4.      Assumption of Loan Obligation. Effective upon Closing, Buyer expressly,
unconditionally and irrevocably assumes each and every obligation and liability under the
documents evidencing and/or securing the Loan. As between the parties to this
Agreement, Buyer shall be liable for twenty-five percent (25%) of the indebtedness on
the Loan, including twenty-five percent (25%) of: (i) the Loan balance outstanding at or
after the closing of this transaction; (ii) any and all Loan payments required to be made;
(iii) any and all costs, fees, charges or other expenses incurred in connection with the
Loan or performance under the documents evidencing and/or securing the Loan. Seller
shall have the right to demand payment and performance by Buyer in accordance with the

Loan documents, with respect to, and to the extent of, Buyer’s twenty-five percent (25%)
Loan obligation. Buyer shall defend, indemnify and hold harmless Seller with respect to
any and all claims for payment or performance under the Loan to the extent of Buyer’s
twenty-five percent (25%) Loan obligation. Guarantor personally guaranties payment
and performance by Buyer pursuant to thi
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