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Gulfstream
Aerospace
GULFSTREAM IV AIRCRAFT PURCHASE AGREEMENT
AND
AMENDMENT TO OUTFITTED GULFSTREAM V SALES AGREEMENT
THIS AGREEMENT made and entered into this _______ day of August, 1997 by
and between
SELLER:
Please include: MR. ALLEN E. PAULSON
Street & Mailing 6001 CLUBHOUSE DRIVE
Address, City, State, RANCHO SANTA FE, CA 92067
Zip Code and Country:
and GULFSTREAM:
Please include: GULFSTREAM AEROSPACE CORPORATION
Street & Mailing 500 GULFSTREAM ROAD
Address, City, State, SAVANNAH, GA 31408
Zip Code and Country:
WHEREAS, SELLER owns the following described Aircraft:
Manufacturer, Model: GIV
Airframe Serial Number: 1042
Aircraft Registration Number: TBD
With the following attached engines together with the equipment items
listed in Attachment A together referred to as the "Aircraft":
Manufacturer, Model: ROLLS-ROYCE TAY MK611-8
Engine Serial Numbers: LEFT: 16189, RIGHT: 16190
NOW, THEREFORE, in consideration of the mutual covenants and
representations herein contained, and other good and valuable
consideration, the parties hereby agree as follows:
ARTICLE 1 SUBJECT MATTER OF SALE
Equipment
The items listed in Attachment A, "Equipment Items" will be delivered with
the Aircraft at the Delivery Time, in a condition consistent with the
representations stated therein.
ARTICLE II DELIVERY
A. Tender and Condition of Aircraft for Delivery
SELLER shall tender the Aircraft to GULFSTREAM in Savannah Georgia, or a
mutually agreed upon location, on or about August 15, 1997 (the "Scheduled
Delivery Date"), in the following condition:
(1) The Aircraft shall be fully serviceable and in an airworthy condition
in accordance with the Federal Aviation Administration ("FAA") Part 135
Regulations for Civil Aircraft, normal wear and tear excepted.
(2) All Aircraft systems shall be fully functional and operational as
required by the Airframe or Engine manufacturers maintenance manuals.
(3) The Aircraft must be delivered with a current FAA Standard Certificate
of Airworthiness.
(4) The Aircraft maintenance shall be current and in complete
compliance with GULFSTREAM's recommended maintenance schedule for such
aircraft model which will include but may not be limited to:
(a) Airframe, Engine, and APU component overhaul periods shall be
complied with. Any replacement items will have been completely
overhauled and at zero time when installed, with complete and
accurate supporting technical documentation, such as log book
entries and serviceable tags that verify the component(s) origin
and its condition at installation.
(b) All Airframe, Engine, APU and Accessory FAA Airworthiness
Directives applicable to the Aircraft shall be incorporated prior
to the Delivery Time.
(c) All Airframe, Engine, APU, and Component Mandatory Service
Bulletins or "Active" Customer Bulletins applicable to the Aircraft
shall be embodied prior to the Delivery Time.
(5) The Aircraft's Weight and Balance Schedule shall be current and
represent the Aircraft's configuration at the Delivery Time.
(6) The Aircraft will have no known corrosion and will have suffered no
structural damage that requires an entry to be placed within the Aircraft's
maintenance records.
(7) The Aircraft will not have incurred any reduction to either its
specified fatigue life or routine maintenance inspections as determined by
the Engineering Department of GULFSTREAM.
(8) CMP must be paid in full, current, and assignable at no cost to
GULFSTREAM.
(9) All applicable maintenance engine maintenance service plans including
but not limited to, Power by the Hour, MSP, and JSS must be paid in full,
current, and assignable at no cost to GULFSTREAM.
(10) All airframe, engine, APU, component, and associated equipment
maintenance records and manuals shall be surrendered by SELLER to
GULFSTREAM which shall include but not be limited to:
(a) Log books, work cards NDT radiographs, computerized maintenance
history and any engineering instructions issued by the Aircraft
manufactuer's Engineering Department.
(b) Component serviceability tags or Certificates of Conformity
(c) Copies of FAA approved STC's, 337 alteration forms, and interior
burn certifications.
(d) All manuals conveyed to GULFSTREAM which are subject to periodic
revision shall be fully up to date and current to the latest revision
standard.
(11) Prior to the Tender of the Aircraft SELLER shall allow GULFSTREAM
access to the Aircraft and its records to perform a preliminary assessment.
SELLER will also supply GULFSTREAM an inventory list of all loose
equipment, tools, manuals, log books and any other associated Aircraft
records or documentation which will be conveyed to GULFSTREAM at delivery.
B. Inspection of Aircraft and Correction of Discrepancies
Prior to acceptance by GULFSTREAM, the Aircraft shall be subject to the
following inspections by GULFSTREAM and at GULFSTREAM's expense:
(1) A flight test by GULFSTREAM (or approved Designee) of at least three
hours duration.
(2) A ground inspection and records review in accordance with GULFSTREAM's
procedures.
(3) Any routine maintenance that GULFSTREAM considers necessary which may
not be due but could result in the discovery of discrepant conditions.
If the Aircraft does not conform to the specifications in Article I, or
does not meet the standards and conditions as set forth in Article II,
Section A, or has discrepancies discovered by the inspection and flight
test, then GULFSTREAM shall not be obligated to accept the Aircraft unless
SELLER corrects, at its expense, any discrepancies disclosed by such flight
test and ground inspection. Upon the correction of the discrepancies as
verified by follow-on inspections or flight tests, if any, GULFSTREAM shall
accept the Aircraft.
C. Failure of SELLER to Correct Discrepancies
If SELLER does not correct the discrepancies disclosed by GULFSTREAM's
inspection to the satisfaction of GULFSTREAM, this Agreement shall be
terminated, and, if applicable, title transferred back to SELLER, and
neither Party shall have any obligation to the other or liability resulting
from this Agreement.
D. Delivery Time
When the Aircraft is tendered to GULFSTREAM in the condition required of it
by Article II Section (A) with an FAA Standard Airworthiness Certificate
and upon correction of any discrepancies identified under Section B of this
Article II to GULFSTREAM's satisfaction, this shall be referred to herein
as the "Delivery Time."
E. GULFSTREAM's Acceptance
At the Delivery Time:
(i) the parties shall execute a Memorandum of Delivery, identified as
"Attachment B," attached hereto,
(ii) GULFSTREAM shall pay to SELLER the Purchase Price for the Aircraft as
set forth in Article III A and B,
(iv) the parties shall execute a Warranty Bill of Sale, identified as
"Attachment C," attached hereto, and
(iii) SELLER shall cause an FAA Bill of Sale to be filed with the FAA
Aircraft Registry.
This exchange of documents and payment of the Purchase Price shall
constitute acceptance of the Aircraft by GULFSTREAM. Upon GULFSTREAM's
acceptance, title to the Aircraft shall pass from SELLER to GULFSTREAM and
all risk of loss or damage to the Aircraft shall thereafter be borne by
GULFSTREAM.
ARTICLE III AIRCRAFT PURCHASE PRICE
A. Purchase Price
The Purchase Price for the Aircraft shall be: TWENTY-ONE MILLION U.S.
DOLLARS ($21,000,000.00), subject to GULFSTREAM's receipt and written
acceptance of an Attachment A for this Agreement.
B. Form of Payment
The Purchase Price shall be paid by GULFSTREAM at the Delivery Time by wire
transfer to a bank specified by SELLER .
ARTICLE IV TECHNICAL DATA
Prior to execution of this Agreement, SELLER shall furnish a complete and
accurate Aircraft Specification Sheet which will include the interior floor
plan of the Aircraft. The Aircraft Specification information supplied by
SELLER as Attachment A to the Agreement determines the Purchase Price of
the Aircraft as shown in Article III, Section A above.
ARTICLE V WARRANTIES
A. Title
SELLER warrants that it has clear and indefeasible title to the Aircraft,
the right to transfer the Aircraft to GULFSTREAM, and that the Aircraft is
free and clear of all liens, charges, and encumbrances and claims. If the
SELLER cannot produce clear and indefeasible title to GULFSTREAM at the
Delivery Time then this Agreement shall be terminated. In addition, SELLER
warrants that it has no knowledge of any undisclosed defects in the
Aircraft.
B. Assignment of Other Warranties
In the event any warranties remain in effect with respect to the Aircraft,
SELLER shall assign them to GULFSTREAM without recourse to SELLER to the
extent such warranties are assignable by SELLER .
C. Disclaimer of Other Warranties
ALL WARRANTIES WHETHER EXPRESS, IMPLIED, OR STATUTORY, SUCH AS WARRANTIES
OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OF PURPOSE ARE HEREBY
EXCLUDED AND DISCLAIMED EXCEPT ONLY FOR THE WARRANTY OF GOOD TITLE PROVIDED
UNDER THIS ARTICLE V WHICH WARRANTY COMPRISES SELLER'S EXCLUSIVE AND ENTIRE
RESPONSIBILITY WITH RESPECT TO THE AIRCRAFT OR ANY FAILURE OR DEFECT
THEREIN, TO THE EXCLUSION OF ALL LIABILITY IN TORT (WHETHER FOR NEGLIGENCE
OR OTHERWISE) OR IN CONTRACT, INCLUDING WITHOUT LIMITATION, ANY LIABILITY
OF SELLER WITH RESPECT TO INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES
FOR LOSS OF USE.
ARTICLE VI MISCELLANEOUS
A. Taxes
(1) State Sales Taxes
GULFSTREAM indemnifies and holds SELLER harmless from the payment of or
assessment of any sales tax, related penalties, and attorney's fees which
results from the application of the provisions of the Georgia Sales Tax or
any other similar state sales tax law to the transaction contemplated
herein, at the place and time of delivery of the Aircraft; provided
however, that GULFSTREAM shall receive timely notice of any proposed
assessment and shall have the opportunity at its option and expense to
contest the collection of such sales taxes. At Delivery Time, GULFSTREAM
shall provide SELLER a valid certificate of exemption as a dealer under
Georgia Sales Tax Law, if the Aircraft is delivered in the state of
Georgia.
(2) Other Taxes
SELLER indemnifies and holds GULFSTREAM harmless from the payment or
assessment of any other tax applicable to the sale and normally imposed
upon SELLER, related penalties and attorney's fees, including all duties,
imposts, tariffs, or other similar levies applicable to the sale of the
Aircraft or to the use, ownership, or transportation of the Aircraft before
the Delivery Time; provided however, that SELLER shall receive timely
notice of any proposed assessment and shall have the opportunity at its
option and expense to contest the collection of such taxes.
B. Notice
Any notice given under this Agreement shall be sent by registered mail,
certified mail, or facsimile to the recipient Party at the address shown on
page one. A notice shall be deemed given when received. For purposes of
this agreement, any notice sent to GULFSTREAM shall be sent to Vice
President, Pre-Owned Aircraft, 500 Gulfstream Road, Savannah GA 31408.
Telephone 912-965-3118, facsimile 912-965-3986.
C. Assignment
This Agreement shall inure to the benefit of and be binding upon the
Parties, their successors and assigns, provided however, that GULFSTREAM
shall have right of assignment prior to the Delivery Time.
D. Scope of Agreement
The terms and conditions contained in this Agreement constitute the entire
Agreement between the parties with respect to the purchase and sale of the
Aircraft and shall supersede all communications, representations, or
agreements, either oral or written, between the Parties.
E. Modification of Agreement
This Agreement may not be changed or modified except by an instrument in
writing executed subsequent to the date hereof by authorized
representatives of both parties.
F. Section Headings
Section headings used herein are merely descriptive and used for
convenience only. No amplification or limitation of language contained in
a particular section shall be implied from the section heading thereof.
G. Governing Law
This Agreement shall be construed and interpreted in accordance with the
laws of the State of Georgia.
H. Arbitration
Any controversy or claim between the parties arising out of or relating to
this Agreement, or breach thereof, shall be settled by arbitration in
Savannah, Georgia by three (3) arbitrators under the Commercial Arbitration
Rules of the American Arbitration Association ("AAA") and administered by
the AAA. Each party shall appoint one (1) arbitrator. The two (2)
arbitrators thus appointed shall choose the third arbitrator, who shall act
as chairman. If within thirty (30) days after the receipt of a party's
notification of the appointment of its arbitrator the other party has not
notified the first party of the arbitrator he has appointed, the first
party may request the AAA to appoint the second arbitrator. If within
thirty (30) days after the appointment of the second arbitrator the two
arbitrators have not agreed on the choice of the third arbitrator, either
party may request the AAA to appoint the third arbitrator from the panel of
the AAA pursuant to the Rule 15 of the Commercial Arbitration Rules of the
AAA. Any award issued under this Section shall be entitled to enforcement
in any court having jurisdiction.
I. Counterparts
This Agreement may be executed in counterparts, each of which when
executed, shall, irrespective of the date of its execution and delivery, be
deemed an original, and said counterparts together shall constitute one and
the same agreement.
ARTICLE VII AMENDMENT TO OUTFITTED
GULFSTREAM V SALES AGREEMENT
The parties hereby agree to amend Addendum I Terms of the Outfitted
Gulfstream V Sales Agreement, as follows:
A. Section 2.3(B) is amended by deleting the last sentence thereof.
B. Sections 8 and 12 are deleted.
IN WITNESS WHEREOF, the Parties have caused this GULFSTREAM IV
Aircraft Purchase Agreement and Amendment to Outfitted Gulfstream V Sales
Agreement to be signed by their duly authorized representatives on the date
first written above.
GULFSTREAM AEROSPACE CORPORATION MR. ALLEN E. PAULSON
BY: /s/Mike Ellis BY: /s/Allen E. Paulson
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TITLE: V.P. Pre-Owned Sales TITLE: Owner
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DATE: July 31, 1997 DATE: Aug. 1, 1997
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