ADDENDUM
AGREEMENT FOR SALE AND PURCHASE
OF
AIRCRAFT
This Addendum is entered into by ▇▇▇▇▇▇▇▇ Family LLC and Alpine
Aviation, Inc., d/b/a Alpine Air, effective July 31, 2003.
WITTNESSETH
WHEREAS the parties entered into an Agreement for Sale and Purchase of
Aircraft dated July 31, 2003 (the "Agreement); and,
WHEREAS said Agreement requires technical corrections to reflect the
true nature of the transaction.
NOW THEREFORE in consideration of the mutual covenants and conditions
contained herein, and execution of the Agreement, the parties agree as
follows:
1) Paragraph 11 of said Agreement is the second sentence thereof is amended
to read as follows: "Any previous agreements between the parties with
regard to the subject aircraft are hereby rescinded including but not
limited to that certain Option Agreement dated August 1, 2002 which was
approved by the Alpine Board of Directors on August 14, 2002".
2) Exhibit "D" of said Agreement shall be amended to reflect that the
credit for debt assumption by Alpine increased from $9,663,557.00 to
$9,905,169.00 and that the credit for lease deposits made by Alpine
increased from $510,000.00 to $510,500.00. A copy of the revised
Exhibit "D" is attached hereto and the Net Purchase Price reflected in
the Note payable to ▇▇▇▇▇▇▇▇ Family LLC is $1,476,381.00.
3) The Promissory Note attached to the Agreement as Exhibit "C" is amended
to reflect a total amount due of $1,476,381.00 and the monthly
installments amended accordingly.
4) The remaining terms and conditions of the Agreement not inconsistent
with the foregoing shall remain in full force and effect.
IN WITNESS WHEREOF the parties have signed this Agreement in facsimile
counterparts effective the date written above.
▇▇▇▇▇▇▇▇ Family LLC Alpine Aviation, Inc.
D/b/a Alpine Air
By/s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By/s/▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇ ▇. ▇▇▇▇▇▇,
Managing Member Secretary and General Counsel
REVISED EXHIBIT "C"
PROMISSORY NOTE
$1,476,381.00 July 31, 2003
FOR VALUE RECEIVED, Alpine Aviation, Inc., d/b/a Alpine Air, promises to
pay to ▇▇▇▇▇▇▇▇ Family, L.L.C., of Provo, Utah, or its order, the sum of
$1,476,381.00 lawful money of the United States of America, payable to Payee
at such place as Payee may direct, together with interest at the rate of 6.5%
per annum from and after date.
SAID PRINCIPAL AND INTEREST shall be payable in fourteen (14) monthly
installments of principal and accruing interest in the amount of $33,624.29.
Said payments shall commence September 1, 2003, and shall continue on the
first day of each month thereafter, until the entire principal balance and
interest accrued thereon is paid in full in a balloon payment on November 1,
2004.
IF DEFAULT shall be made in the payment of any installments due
hereunder at the time and in the manner as provided herein and said default
shall continue for a period of ten (10) days after written notice to Makers of
such default, then and in that event, at the option of the holders hereof, the
entire amount of said Note, both principal and interest, shall at once become
immediately due and payable.
THE MAKER HEREOF and any endorser hereon waives demand, protest and
notice of nonpayment.
IN CASE SUIT OR ACTION shall be instituted to collect this Note or any
part hereof, the Maker further promises to pay a reasonable attorney's fee to
be fixed and determined by the Court in which such action may be brought and
taxed as costs in addition to such other costs and charges as may be allowed
by law.
THE MAKER HEREOF is hereby granted the right to pay all or any part of
the unpaid principal and interest on this Note at any time after date without
penalty. Any partial prepayment of principal or interest shall not excuse any
regular scheduled payments.
THIS NOTE MAY BE SECURED by certain UCC Liens, whereby the Maker is the
Debtor and the Payee is the Secured Party, and any default in the payment of
this Note shall be cause at the option of Secured Party to institute an action
on the collateral, or on this note.
ALPINE AVIATION, INC.
d/b/a Alpine Air
By/s/▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇ ▇. ▇▇▇▇▇▇, Secretary
REVISED EXHIBIT "D"
BREAKDOWN OF PURCHASE PRICE
▇▇▇▇▇▇▇▇ Family Sale Price $17,330,569.00
Add Cost of refurbishing 150,000.00
Less credit for accounts receivable ( 1,300,569.00)
Less credit for debt assumption ( 9,905,169.00)
Less credit for related party loan ( 2,937,950.00)
Less credit for rescission of option agreement ( 1,350,000.00)
Less credit for Aircraft Lease deposits paid ( 510,500.00)
---------------
NET PURCHASE PRICE $ 1,476,381.00
(Represented by Note Payable)
