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EXHIBIT 10.22
LEARJET 60
AIRPLANE PURCHASE AGREEMENT
This Agreement is made by and between Learjet Inc., a Delaware corporation
with its principal offices in Wichita, Kansas ("Learjet"), and Pediatrix Medical
Group, Inc. or its Assignee ("Buyer") and shall be effective as of the date of
its acceptance by Learjet.
In consideration of the mutual covenants made herein and subject to the
following terms and conditions, Learjet agrees to sell and Buyer agrees to buy
the new Learjet airplane (the "Airplane") described below.
SECTION I. AIRPLANE DESCRIPTION
A. The Airplane is a new Learjet 60, Serial Number 075, more fully
described in the Specification and Description dated 2/96 (the "Specification")
attached hereto as Exhibit "A" and made a part hereof by reference, together
with the avionics, other equipment, and interior and exterior installations as
specified on Exhibit "B" ("Options").
B. The Options are described and the price of the Options is set forth in
the Optional Equipment Description & Pricing List dated 2/96.
SECTION II. PRICE AND PAYMENT AND DELIVERY SCHEDULE
A. Subject to adjustment for the price of the Options and Additional
Options (as hereinafter defined) selected by Buyer after the date hereof, the
purchase price of the Airplane ("Purchase Price") shall be:
Base Price.................................................. $9,795,000 U.S.
Price of Options and Other Charges:......................... 796,150 U.S.
Special Sales Allowance..................................... (750,225) U.S.
Total Purchase Price:.................................. $9,840,925 U.S.
B. The Purchase Price shall be payable in U.S. Dollars as follows:
*1. A non-refundable deposit of $2,000,000 at the time of the
execution of this Agreement, or delivery of the Aircraft Lease Agreement
per Exhibit "E", whichever is later, to be applied toward the Total
Purchase Price.
2. The balance of the Purchase Price in the amount of $7,840,925
U.S., plus applicable taxes and other charges, by cashier's check drawn on
a U.S. bank or wire transfer at the time of delivery of the Airplane.
C. Learjet anticipates that the Airplane will be ready for delivery on or
about July 31, 1996 but no later than September 30, 1996 (the "Anticipated
Delivery Date"), although the actual date for delivery cannot be ascertained as
the date of this Agreement. The date of delivery shall be the date of actual
delivery of the Airplane, unless Learjet and Buyer agree in writing to another
date ("Delivery Date").
SECTION III. SPECIAL PROVISIONS (IF ANY)
*A refundable $100,000.00 received by Learjet shall become non-refundable
and credited toward the $2,000,000 deposit in Section II.B.1 upon execution of
this Purchase Agreement.
Exhibits "B", Aircraft Profile, Exhibit "C" Special Conditions, Exhibit "D"
Learjet 60 Total Learjet Coverage Plan, and Exhibit "E" Aircraft Lease Agreement
are attached hereto and made a part hereof by reference.
EXCEPT FOR THE EXPRESS TERMS OF THE LEARJET AIRPLANE WARRANTY POLICY SET
FORTH IN THE SPECIFICATION, LEARJET MAKES NO REPRESENTATIONS OR WARRANTIES,
EXPRESS OR IMPLIED, OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR
OTHERWISE. SUCH WRITTEN WARRANTY IS MADE IN LIEU OF ALL OTHER WARRANTIES,
OBLIGATIONS OR LIABILITIES OF LEARJET WITH RESPECT TO THE MANUFACTURE, SALE,
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LEASE, OPERATION OR USE OF THE AIRPLANE AND, EXCEPT AS SET FORTH THEREIN,
LEARJET SHALL NOT BE LIABLE IN WARRANTY, NEGLIGENCE, OR STRICT LIABILITY FOR ANY
DEFECTS, FAILURES OR MALFUNCTIONS IN PERFORMANCE, DESIGN, MANUFACTURE OR
OTHERWISE, WHETHER PATENT OR LATENT. THE EXTENT OF LEARJET'S LIABILITY UNDER
SUCH WARRANTY IS LIMITED TO THE REPAIR OR REPLACEMENT OR DEFECTS IN THE MANNER
DESCRIBED IN SUCH WARRANTY, AND ALL OTHER REMEDIES AGAINST LEARJET FOR
INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES ARISING OUT OF THE MANUFACTURE, SALE,
LEASE OPERATION OR USE OF THE AIRPLANE ARE EXPRESSLY EXCLUDED.
In the event the Buyer is a natural person or sole proprietorship the,
notwithstanding anything herein to the contrary, the limits on warranties or on
remedies for breach shall not apply to the extent (but only to the extent) such
limitations are prohibited by Kansas Law.
Buyer and Learjet agree that this transaction is governed solely by the
terms and conditions set forth (1) above, (2) on the reverse side hereof, (3) in
the exhibits referenced and incorporated herein, and (4) in all amendments
hereto, all of which together constitute the complete agreement between Buyer
and Learjet with respect to the Airplane. Buyer acknowledges that Buyer has read
and understands the complete agreement, and that this Agreement shall be not
binding upon Learjet until it has been executed by both an authorized officer of
Learjet and an authorized representative of Learjet's Marketing Administration
Department at the address set forth below.
BUYER HEREBY ACKNOWLEDGES AND AGREES THAT NONE OF LEARJET'S SALESMEN ARE
AUTHORIZED TO WAIVE OR ALTER ANY TERM, PROVISION OR CONDITION OF THIS AGREEMENT,
OR TO MAKE ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THIS AGREEMENT OR THE
AIRPLANE.
BUYER LEARJET
Name: Pediatrix Medical Group, Inc. or P.O. BOX 7707
Assignee Wichita, KS 67277-7707
- ---------------------------------------------- By:
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Address: 1455 North Park Drive Title: Vice President, North American Sales
- --------------------------------------------- ----------------------------------------------
Ft. Lauderdale, FL 33326
- ---------------------------------------------
By: By:
- ---------------------------------------------- ----------------------------------------------
Title: President Title: Vice President, Marketing & Sales
- ---------------------------------------------- ----------------------------------------------
Date: 3/22/96 Date: March 22, 1996
- ---------------------------------------------- ----------------------------------------------
SECTION IV. DELIVERY
A. Delivery Period. Learjet may tender delivery of the Airplane anytime
between July 31, 1996 and September 30, 1996 (the "Delivery Period"); provided,
however, that in the event (1) Buyer selects, with the approval of Learjet,
additional or alternative avionics, other equipment, interior or exterior
installations or furnishings or other changes in the Airplane ("Additional
Options"); (2) installation of any Additional Options affects Learjet's ability
to timely deliver the Airplane; (3) delivery is delayed due to causes beyond
Learjet's control; or (4) defects are noted during the inspection and acceptance
flight provided for under Section V.A. hereof, then the Delivery Period shall be
extended for the period of time reasonably
B. Place of Delivery. Delivery of the Airplane to Buyer shall be in
Wilmington, Delaware following technical acceptance in Tucson, Arizona, unless a
different location is agreed upon in writing by Buyer and Learjet.
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SECTION V. LEARJET'S OBLIGATIONS
A. Delivery and Acceptance. Learjet will notify Buyer when the Airplane is
ready for delivery and permit Buyer to inspect the Airplane and participate in
an acceptance flight of not more than two (2) hours duration which shall be
controlled by Learjet. If no defects are noted during the inspection and
acceptance flight, Buyer shall accept and pay for the Airplane on the Delivery
Date. If any defects are noted during such inspection and acceptance flight,
Learjet shall correct the same within a reasonable time and, if necessary, and
as provided in Section VI.C. hereof, the Delivery Period shall be extended to
permit Learjet to correct such defects.
B. Transfer of Title. At the time of delivery, Learjet shall transfer, or
cause to be transferred, title to the Airplane, free and clear of all liens and
encumbrances, by means of a Bill of Sale duly prepared and executed on the
appropriate U.S. Federal Aviation Administration ("FAA") form.
C. Certificate of Airworthiness. At the time of delivery, Learjet shall
furnish the Buyer with a valid, effective Standard Certificate of Airworthiness
issued by the FAA certifying that, as of the date of issuance, the Airplane has
been inspected and found to conform in all respects to the applicable FAA Type
Certificate.
D. Publications. Learjet shall furnish the Buyer with one copy each of the
applicable Flight Manual, Maintenance Manual, Parts Catalog, two sets of wiring
diagrams, flight supplements for all installed equipment and Wiring Manual and,
for a period of one (1) year after delivery of the Airplane, Learjet shall
furnish to the Buyer, without charge, any revisions to such publications.
E. Training. The price of the Airplane includes, and Learjet shall make
available to Buyer, training by Learjet's designated trainer, Flight Safety
International, for two (2) qualified pilots and ground maintenance training for
two (2) mechanics in accordance with the terms of the Crew Training Agreement
set forth in the Specification. All training described in the Specification
shall be available from the execution of this Purchase Agreement until twelve
(12) calendar months after delivery of the Airplane, subject to availability.
SECTION VI. BUYER'S OBLIGATIONS
A. Payments. Buyer agrees to make all deposits and payments required to be
made pursuant to Section II. hereof as and when the same are due. Late payments
shall be subject to interest charges from the date due until paid at a rate
equal to the prime rate as reported from time to time by the Wall Street Journal
PLUS 2%.
B. Specification of Options and Changes. Buyer agrees to specify the
Options on or before the Option Date in accordance with Section I. hereof. Any
Additional Options requested by Buyer after the Option Date shall be subject to
Learjet's approval. Buyer understands and agrees that such changes may result in
additional charges and/or delays in the Delivery Date.
C. Inspection. Within seven (7) business days after Learjet notifies Buyer
that the Airplane is ready for delivery, Buyer agrees to inspect the Airplane,
and if the Airplane meets the Specification, is free of mechanical and cosmetic
defects, is equipped per Exhibit B, and the conditions of Section V.C. and V.D.
are met, to accept and pay for the Airplane on the Delivery Date. If Buyer has
not accepted the Airplane within ten (10) days after the date Learjet notifies
Buyer that the Airplane is ready for delivery, then Buyer agrees to immediately
notify Learjet, in writing, of the reasons for Buyer's failure to accept the
Airplane. The unpaid balance of the Purchase Price shall be subject to interest
charges from the date the Airplane is ready for delivery until paid at the rate
described in Paragraph A. of this Section VI; provided, however, that if Buyer's
failure to accept and pay for the Airplane is due to the fact that the Airplane
does not meet the Specification, that the Airplane is not equipped as set forth
in Exhibit B, or the conditions of Section V.C. and V.D. are not met, or the
Airplane has mechanical or cosmetic defects, then no interest shall accrue
unless and until such time as the Airplane meets the Specification, the criteria
of Exhibit B and the conditions of Section V.C. and V.D., and is free of
mechanical and cosmetic defects and is tendered for delivery by Learjet and
Buyer refuses acceptance.
If for any reason the Airplane tendered for delivery by Learjet does not
meet the above criteria, and Buyer refuses to accept delivery thereof, Buyer
agrees to specify, in writing, the basis of Buyer's refusal to accept delivery
and to give Learjet the reasonable opportunity or opportunities to cure any
defect and thereafter, deliver the Airplane to Buyer. If defects in the Airplane
are discovered by Buyer subsequent to delivery, Buyer agrees to
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immediately notify Learjet, in writing, of such defects and further agrees to
provide Learjet the reasonable opportunity or opportunities to cure the same in
accordance with the terms of the Learjet Airplane Warranty Policy set forth in
the Specification.
D. Taxes. At the time of delivery of the Airplane, Buyer shall remit to
Learjet, in addition to any other amounts due Learjet hereunder, (1) any and all
federal, state, or local sales or other taxes applicable to the sale and
delivery of the Airplane which Learjet is required to collect and (2) any and
all import duties, import taxes, or other import charges levied by other than
the United States Government. Buyer hereby agrees to indemnify and hold Learjet
harmless from and against any and all applicable sales, use or other taxes
which, inadvertently or for any other reason, are not collected by Learjet at
the time of delivery.
SECTION VII. GENERAL TERMS AND CONDITIONS
A. Loss, Damage or Destruction of the Airplane. In the event of loss,
damage or destruction of the Airplane prior to delivery, Learjet shall be
excused from and not be liable for any delay or failure in the performance of
this Agreement. In such event Buyer shall have the right to accept delivery of
the next available airplane, as determined by Learjet, or to terminate this
Agreement. Buyer shall notify Learjet of its decision within fifteen (15) days
from the date of receipt of notice from Learjet of the loss, damage or
destruction of the Airplane and the anticipated delivery date and price of the
next available airplane. In the event of termination of this Agreement
hereunder, Buyer shall be entitled to recover all amounts paid to Learjet on
account of the Airplane together with interest thereon at the prime rate as
reported from time to time by the Wall Street Journal.
B. Title and Risk of Loss. Title and risk of loss to the Airplane shall
pass from Learjet to Buyer at the time of delivery.
C. Failure or Delay in Delivery. Learjet shall not be liable for any
failure to deliver or delay in delivery of the Airplane due to causes beyond its
control and the Delivery Period shall be extended by a period of time equal to
such delay. Such causes include, but are not limited to, acts of God or public
enemy, war, civil commotion, insurrection, riot, embargo, fire, explosion,
earthquake, lightning, flood, drought, windstorm, tornado, other action of the
elements, epidemics, governmental acts, regulations or directives, labor strikes
or work stoppages or slowdown, delays in vendor deliveries, failure after due
diligence to obtain type approval or airworthiness certification, or any other
cause beyond Learjet's control or not attributable to Learjet's negligence.
D. Termination.
(1) Learjet may terminate this Agreement immediately at any time prior
to delivery of the Airplane by written notice to the Buyer in the event (a)
Buyer makes an assignment for the benefit of creditors, admits an inability
to pay its debts as they become due, (b) a receiver or trustee is appointed
for Buyer or for substantially all of Buyer's assets and, if appointed
without Buyer's consent, such appointment is not discharged or stayed
within thirty (30) days, or (c) proceeding under any law of bankruptcy,
insolvency, or reorganization or relief of debtors is instituted by or
against Buyer and, if not contested by Buyer, not dismissed or stayed
within thirty (30) days.
(2) Learjet may terminate this Agreement immediately upon written
notice to Buyer in the event Buyer (a) fails to make any payment required
to be made by Buyer hereunder when due or (b) fails or refuses to accept
delivery of the Airplane within seven (7) days (i) after the date the
Airplane is ready for delivery or (ii) after Learjet has cured, within a
reasonable time, any defects noted during Buyer's inspection of the
Airplane. In the event of termination of this Agreement by Learjet under
either subparagraph (1) or subparagraph (2) of this Paragraph D. of Section
VII., all of Buyer's right, title and interest in, to and under this
Agreement and the Airplane shall be extinguished, and all amounts paid by
Buyer on account of the Airplane under this Agreement shall be retained by
Learjet, not as a penalty, but as liquidated damages for default.
(3) Buyer may terminate this Agreement at any time prior to delivery
of the Airplane by giving not less than ten (10) days written notice to
Learjet in the event Learjet (a) fails to tender delivery of the Airplane
within the Delivery Period and such failure is not excused pursuant to
Paragraph C. of this Section VII, or
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(b) Learjet fails for any reason whatsoever to tender delivery of the
Airplane within six (6) months after the end of the Delivery Period. In the
event of termination of this Agreement by Buyer under subparagraph (3) of
this Paragraph D. of Section VII. Learjet shall promptly refund all amounts
paid by Buyer on account of the Airplane, together with interest thereon at
the prime rate as reported from time to time by the Wall Street Journal,
which shall be Buyer's sole and exclusive remedy for Learjet's failure to
deliver the Airplane as set forth in subparagraph (3) of this Paragraph D.
of Section VII.
(4) Buyer recognizes, understands and agrees that Buyer shall not have
the right to terminate this Agreement because of any change or fluctuation
in the value of any currency.
E. Assignment. This Agreement may be assigned by Buyer to a subsidiary or
other affiliate owned and controlled by, or under common ownership or control
with, Buyer, or to a leasing company for purposes of financing after written
notification to Learjet. Any other assignment by Buyer of this Agreement may be
made only with Learjet's prior written consent, which shall not be unreasonably
withheld. Learjet reserves the right to assign and transfer its rights under
this Agreement to financing institutions for financial and accounting purposes.
Any such assignment and transfer shall not relieve Learjet of its obligations
under the Purchase Agreement. Buyer agrees to acknowledge its consent hereto by
executing and delivering such documents or instruments as Learjet may reasonably
request.
F. Notices. Any notice to be given hereunder shall be sent by certified or
registered mail, commercial courier, telegram, or telecopier to the party to
which such notice is to be given at the address set forth above or such other
address as the party to receive such notice shall designate in writing. Notice
so sent shall be deemed to be received upon actual receipt.
G. Entire Agreement. This Agreement and the matters referred to herein
constitute the entire agreement of Learjet and Buyer with respect to the
Airplane and supersede and cancel all prior statements, representations,
negotiations, understandings, agreements, undertakings, and communications,
whether verbal or written, with respect to or in connection with the subject
matter hereof. This Agreement may only be amended or changed by a written
instrument signed by both parties hereto.
H. Applicable Law. This Agreement shall be governed by and interpreted in
accordance with the laws of the State of Kansas.
I. Arbitration. All disputes arising under this Agreement which cannot be
settled amicably between Learjet and Buyer shall be resolved by arbitration
conducted in Wichita, Kansas, in accordance with the rules of the American
Arbitration Association. The decision of the arbitrators shall be final and
binding upon both parties.
J. Severability. If any of the terms or provisions of this Agreement are
determined or held to be illegal or unenforceable under applicable law, such
terms and provisions shall be deemed to be ineffective and severed from the
remaining terms and provisions hereof which shall be unimpaired and remain in
full force and effect.
K. Acceptance in Wichita. This Agreement shall become a binding contract
upon its acceptance and execution by Learjet at its principal offices in
Wichita, Kansas.
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