Exhibit 10.22
certain confidential information contained in this document, marked by brackets, has been omitted because it (i) is not material and (ii) would be competitively harmful if publicly disclosed
Execution Version
ENGINES SALES AGREEMENT
BY
AND
BETWEEN
GE Aviation Materials, Inc.
AND
Mesa Airlines, Inc.
ENGINES SALES AGREEMENT
This Engines Sales Agreement (this “Agreement”) is dated as of this _____ day of March 2024 (the “Effective Date”), by and between GE Aviation Materials, Inc., a company organized under the laws of Delaware, and having a principal place of business located at 3001 West Airfield Drive, Suite 100, Euless TX 75261, U.S.A (“Buyer”) and Mesa Airlines, Inc., a company organized under the laws of Nevada, and having a principal place of business located at 410 North 44th Street, Suite 700, Phoenix, Arizona 85008 (“Seller”) (each a “Party” and collectively, the “Parties”).
WHEREAS, Seller is the legal owner of the Fifty Three (53) used General Electric CF34-8C Engines, (the “Engines”) as better defined in Schedule 2;
WHEREAS, Seller desires to sell the Engines to Buyer for the Purchase Price (defined below), under the terms and conditions contained in this Agreement; and
WHEREAS, Buyer desires to purchase the above referenced Engines under the terms and conditions contained in this Agreement.
NOW, THEREFORE, in consideration of the terms and conditions set forth below, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, the Parties agree as follows:
Subject to the terms and conditions of this Agreement, Seller agrees to sell to Buyer and Buyer agrees to purchase from Seller, the Engines, subject to the terms and provisions of this Agreement.
Bank: | [***] |
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ABA No. | [***] |
Acct. No.: | [***] |
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If an Event of Loss (as defined below) occurs to any Engine after the date hereof and prior to the Closing Date for such Engine, neither Party will have any further liability to the other with respect to such Engine, except that (i) any amount of the Per Engine Purchase Price in respect of such Engine that has already been paid by Buyer shall be refunded to Buyer and (ii) Seller shall promptly return to Buyer per Buyer’s written instructions the Per Engine Deposit in respect of such Engine or such Per Engine Deposit will be applied to reduce the Per Engine Purchase Price payable with respect to the next Engine to close.
“Event of Loss” means with respect to any Engine:
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Buyer and Seller shall cooperate with each other in all reasonable respects to lawfully mitigate or eliminate the imposition of any sales, use, excise, stamp, transfer, value added, gross receipts or any other taxes, duties, fees or charges (collectively, “Sales Taxes”) that may be imposed on Seller, Buyer or any Engine by any government entity in any jurisdiction as a result of the sale or purchase of such Engine under this Agreement. The Purchase Price does not include the amount of any Sales Taxes that may be imposed by any government entity in any jurisdiction as a result of the sale of the Engines under this Agreement. Buyer shall be solely responsible for and promptly pay when due, and will on demand indemnify and hold harmless Seller on an after-tax basis from and against, all Sales Taxes, and all penalties, fines, additions to tax and interest thereon, which may be levied by any government entity in any jurisdiction as a result of or in connection with the sale of any Engine with regard to any time
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period at or following transfer of title to such Engine to Buyer, excluding (a) any tax levied or imposed on the gross or net income, gross receipts, capital, net worth, accumulated earnings or conduct of business of Seller unrelated to the transactions contemplated by this Agreement (including any penalties, interest and additions to tax relating thereto), (b) any tax that would not have been imposed but for the gross negligence or willful misconduct of Seller or (c) any tax that was incurred prior to the date on which title to the applicable Engine was transferred to Buyer and that is unrelated to the transactions contemplated by this Agreement.
. Seller shall make available to Buyer, any transferable warranties received from repair facilities, distributors, or manufacturers of each Engine that are still in effect at the time title to the applicable Engine is transferred to Buyer and will, upon written request, deliver to Buyer all documentation in Seller’s possession necessary to transfer any such warranties. The Parties shall cooperate in the transfer of all such warranties.
Seller represents and warrants that it will on the Closing Date applicable to each Engine and upon payment of the applicable Per Engine Purchase Price as contemplated by Section 2.4, convey to Buyer good and marketable title to the Engine then being sold to Buyer, free and clear of any liens, claims, or encumbrances and that it will defend, hold harmless and indemnify Buyer with respect to any claims adverse to such warranted title..
Neither Party shall be liable for delays in delivery or failure to perform due to: (i) causes beyond its reasonable control; (ii) acts of God, acts of civil or military authority, fires, strikes, floods, epidemics, war, civil disorder, riot, or delays in transportation; or (iii) inability due to causes beyond its reasonable control to obtain necessary labor, material, or components. In the event of any such delay, the date of delivery shall be extended for a period equal to the time lost by reason of the delay. This provision shall not, however, relieve such delayed Party from using reasonable efforts to continue performance whenever such causes are removed. The delayed Party shall promptly notify the other Party when such delays occur or impending delays are likely to occur and shall continue to advise the other Party of new payment schedule/ shipping schedules, as applicable, and/or changes thereto.
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The obligations of Seller under this Article 9.1 shall survive the completion of the transaction contemplated by and the termination of this Agreement.
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The obligations of Buyer under this Article 9.2 shall survive the completion of the transaction contemplated by and the termination of this Agreement.
The foregoing policies of insurance shall contain terms acceptable to the Seller and shall name the Seller Indemnitees and their successors and assigns, shareholders, subsidiaries, affiliates, partners, contractors, officers, servants, agents and employees as additional insureds. Without limiting the generality of the foregoing, all such coverages shall (i) be primary and non-contributory by any additional insured, (ii) contain a severability of interests clause in favor of the additional insureds, (iii) contain waiver of subrogation and breach of warranty clauses in favor of the additional insureds and (iv) include a 30-day notice of cancellation (or such shorter period as may be customary with respect to War risk and Allied Perils coverage). Coverage up to the insured limits shall be available for each and every loss (but in the aggregate in respect of products and personal injury liability). Buyer shall (at its cost) cause any subsequent purchaser of any Engine to furnish to the Seller as soon as practicable a certificate of insurance demonstrating compliance with the requirements of this Section 9.4 and in a form acceptable to Seller.
Any notices required or permitted under this Agreement shall be in writing. Notices shall be provided to the Parties as follows, or at any other address as is subsequently designated in writing by either Party:
If to Seller: Mesa Airlines, Inc.
410 North 44th Street, Suite 700
Phoenix, Arizona 85008
Attention: [***]
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If to Buyer: GE Aviation Materials, Inc.
3001 West Airfield Drive, Suite 100, Euless TX 75261, U.S.A
Attention: [***]
Each Party shall be responsible for obtaining any required licenses or any other required governmental authorization and shall be responsible for complying with all U.S. and foreign government licensing and reporting requirements. Each Party shall restrict disclosure of all information and data furnished in connection with such authorization and shall ship the subject matter of the authorization to only those destinations that are authorized by the U.S. Governments.
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IN WITNESS HEREOF, the Parties hereto have signed this Agreement as of the Effective Date.
GE Aviation Materials, Inc.
By: _____/s/ Lee Whitehurst Name: Lee Whitehurst Title: Commercial Director
| Mesa Airlines, Inc.
By: _____/s/ Michael Lotz Name: Michael Lotz Title: President |
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Exhibit A
Form of
Bill of Sale
Pursuant to the Engines Sales Agreement, dated February ___ 2024, by and between GE Aviation Materials, Inc. (“Buyer”) and Mesa Airlines, Inc. (“Seller”) (the “Engines Sales Agreement”), and for and in consideration of the Per Engine Purchase Price (as defined therein), and other good and valuable consideration, the payment of which is described in the Engines Sales Agreement, Seller, the owner of full legal and beneficial title to:
Identification of the Engines
Engines Model | Engines Serial Number |
CF34-8C | XXXXXX
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has as of the ____ day of February 2024, sold, granted, transferred and delivered all right, title, and interest in and to the above listed Engine to Buyer, and to its successors and assigns, to have and to hold said Engine forever.
Seller hereby warrants to Buyer that at the time of delivery of the Engine to Buyer, Seller was the lawful owner of the Engine with good title thereto; that said the Engines is free from all claims, liens, encumbrances and rights of others (other than any claims, liens, encumbrances and rights of others arising by, through or under Buyer); that Seller has good and lawful right to sell the Engines; that there is hereby conveyed to Buyer on the date hereof good and marketable title to the Engines free and clear of all liens, claims, charges and encumbrances (other than any claims, liens, charges, encumbrances and rights of others arising by, through or under Buyer) and that Seller will warrant and defend such title against all claims and demands of all persons, whomsoever arising from any event or condition occurring prior to the time of delivery of this Bill of Sale by Seller to Buyer.
This Bill of Sale will be governed in accordance with the laws of the State of New York, U.S.A.; except, that New York conflict of law rules will not apply if the result would be the application of the laws of another jurisdiction.
The undersigned has caused this Bill of Sale to be signed by a duly authorized officer as of this ____ day of ________ 2024.
Mesa Airlines, Inc.
By: _________________________________
Printed Name: ________________________
Title: ________________________________
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Exhibit B
Form of
Certificate of Acceptance
GE Aviation Materials, Inc. (“Buyer”) hereby certifies that pursuant to the Engines Sales Agreement dated as of February ___ 2024, by and between Mesa Airlines, Inc. (“Seller”) and Buyer (the “Engines Sales Agreement”), in connection with the sale by Seller to Buyer of the used General Electric model CF34-8C aircraft Engine bearing the manufacturer’s serial number ESN XXXXXX (the “Engine”):
(a) Buyer has inspected the Engine, including all Engine Documents (as defined in the Engines Sales Agreement), and hereby confirms that the Engine is in all respects acceptable to Buyer for all purposes of the Engine Sales Agreement;
(b) Buyer has inspected, found to be complete and satisfactory to it and has received all of the Engine Documents relating to the Engine and confirms that such Engine Documents are in all respects acceptable to Buyer for all purposes of the Engine Sales Agreement.
This Certificate of Acceptance and any non-contractual obligations arising from or in connection with it shall be governed by the laws of the State of New York without regard to principles of conflicts of laws other than Sections 5-1401 and 5-1402 of the New York General Obligations Law.
Date: _____________
GE Aviation Materials, Inc.
By:
Name:
Title:
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EXHIBIT C
FORM OF
AIRCRAFT ENGINE DELIVERY RECEIPT
Date: ___________________________
Location: _____________________________
This is the receipt for the delivery of the used General Electric model CF34-8C aircraft Engine bearing the manufacturer’s serial number ESN XXXXXX (the “Engine”) and the related Aircraft Documents (as defined in the Engines Sales Agreement) delivered in accordance with the Engines Sales Agreement between GE Aviation Materials, Inc. and Mesa Airlines Inc, dated February __, 2024 (the “Engines Sales Agreement”).
The undersigned authorized agent of Buyer hereby acknowledges the satisfactory receipt of, and irrevocably and unconditionally accepts as delivered, the following:
. The Engine; and
2. All Engine Documents relating to the Engine which Buyer confirms have been delivered to it in accordance with the terms of the Engines Sales Agreement.
The undersigned further confirms that the Buyer has no rights or claims whatsoever against the Seller in respect of any of the matters disclaimed in Section 5.2 of the Engines Sales Agreement.
This Aircraft Engine Delivery Receipt and any non-contractual obligations arising from or in connection with it shall be governed by the laws of the State of New York without regard to principles of conflicts of laws other than Sections 5-1401 and 5-1402 of the New York General Obligations Law.
Received by _________________ on the date first above written.
GE Aviation Materials, Inc.
By:
Name:
Title:
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Exhibit D
FORM OF
NON-INCIDENT STATEMENT [BUSINESS TO REVIEW-DELIVERED SEPARATELY]
To be completed on Seller, Inc.’s letterhead
Mesa Airlines, Inc. (“Seller”) hereby certifies that, to the best of its knowledge, the used General Electric CF34-8C aircraft Engines bearing the manufacturer’s serial number ESN XXXXXX (the “Engines”):
Last Operator:
Date: _____________
Mesa Airlines, Inc.
By:
Name:
Title:
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Schedule 2
“The Engines”
Total Package x 53.
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