AIRCRAFT PURCHASE AGREEMENT
THIS AIRCRAFT PURCHASE AGREEMENT ("Agreement") is made
as of the 1st day of October, 1997 by and between Rifton
Enterprises, Inc. (the "Purchaser"), a New York corporation whose
principal address is Xxxxx 000, Xxxxxx, Xxx Xxxx, and Golden
Nugget Aviation Corp. (the "Seller"), a Nevada corporation whose
principal address is 0000 Xxx Xxxxx Xxxxxxxxx Xxxxx, Xxx Xxxxx,
Xxxxxx, with reference to the following facts:
A. Seller is the owner and operator of a Gulfstream
G-IV aircraft, with engines more specifically described below.
B. Seller desires to sell, and Purchaser to pur-
chase, said aircraft upon the terms and conditions set forth
below.
NOW THEREFORE, the parties hereto agree as follows:
I
PURCHASE AND SALE OF AIRCRAFT
1.01 PURCHASE AND SALE OF AIRCRAFT AND ENGINES. The
Seller hereby agrees to sell, grant, convey, and set over to
Purchaser, and Purchaser agrees to purchase from Seller, at the
Closing, the aircraft and engines described below (collectively
with all equipment, manuals, log books and other records and
documents pertaining to their operation referred to as the
"Aircraft"), upon the terms and conditions set forth herein:
(a) Make & Model: Gulfstream G-IV
Serial Number: 1170
Registration Number: N711SW
Make & Model of Engines: Rolls Xxxxx Xxx 611-8
Serial Numbers of Engines: 16445 & 16446
- 1 -
EXHIBIT 10.17
together with all of the equipment, including avionics, set forth
in greater detail in the schedule which is annexed hereto and
made a part hereof as Exhibit "A" (the "Equipment"); together
with
(b) All manuals, log books, system and component
manuals, flight and operation manuals, checklists and other
records and documents pertaining to the operation and maintenance
of the Aircraft currently in the possession of Seller including,
without limitation, any Federal Aviation Administration ("FAA")
certificates (including the certificate of airworthiness, which
will be on board the Aircraft at delivery), all service tags
relating to components that may be on board the Aircraft, and all
records required by the Federal Aviation Regulations ("FAR") to
be maintained by the operator and those specified in FAR 91.419
(the "Books and Records").
1.02 PURCHASE PRICE. Purchaser agrees to pay to
Seller, and Seller agrees to accept from Purchaser, a total
purchase price of Twenty-Two Million Seven Hundred Fifty Thousand
Dollars ($22,750,000) (the "Purchase Price"), upon the transfer
of title to the Aircraft and delivery and transfer of possession
of the Aircraft to Purchaser at the Closing, in accordance with
the terms and conditions of this Agreement.
1.03 DEPOSIT AND DEMONSTRATION FLIGHTS.
Seller acknowledges that Purchaser has deposited the sum of
$3,000,000 ("Deposit") in escrow with AIC Title Service ("Escrow
Agent"), whose address is 0000 Xxxx Xxxxxx Xxxxxxx, Xxxxx 000,
Xxxxxxxx Xxxx, Xxxxxxxx 00000. This Agreement shall constitute
- 2 -
the primary escrow instructions to Escrow Agent, and upon
execution of this Agreement Seller shall transmit an executed
copy to Escrow Agent, which shall acknowledge that it is holding
the Deposit as provided in this Agreement. Except as otherwise
provided for in this Agreement, in the event Purchaser shall
accept, or shall be deemed to have accepted the Aircraft pursuant
to the provisions of subsection 1.04(c) of this Agreement
following Purchaser's Pre-Purchase Inspection, the Deposit shall
become non-refundable.
1.04 PRE-PURCHASE INSPECTION AND ACCEPTANCE.
(a) Not later than October 3, 1997, Purchaser, at its
expense, shall be entitled to conduct an inspection ("Pre-
Purchase Inspection") of the Aircraft by KC Aviation in Appleton,
Wisconsin. Seller's crew have already flown the Aircraft on a
demonstration flight for Purchaser, and the cost for such flight
and any other demonstration flights or flight test(s) shall be
paid by Purchaser to Seller upon submission of Seller's invoice
at the rate of $2,500 per flight hour, the cost of fuel included
therein. Seller agrees to provide the Purchaser with all
necessary records for Purchaser's review and inspection including
all log books, yellow tags and maintenance records required to be
maintained by the FAA, CMP information and record review,
airframe, avionics, and engine inspections and functional tests
to verify, inter alia, the following:
(i) All FAA Airworthiness Directives and Mandatory
Service Bulletins have been complied with.
(ii) The Aircraft is in an airworthy condition and
- 3 -
all systems and installed equipment are opera-
tional and functional per manufacturers' speci-
fications.
(iii) A flight test to be conducted by a Gulfstream
test pilot.
(iv) The status of life-limited parts.
(v) The compliance of maintenance and aircraft
records with applicable FARS.
The Pre-Purchase Inspection will be completed within ten (10)
business days after its commencement.
(b) Within three (3) business days following completion of
the Pre-Purchase Inspection, Purchaser will advise Seller in
writing whether it accepts or rejects the Aircraft, and disclose
the results of the Pre-Purchase Inspection to Seller. Purchaser
may reject the Aircraft only in the event that:
(i) the Aircraft does not comply with the
specifications attached hereto as Exhibit "A";
(ii) the Aircraft cannot be delivered by Seller: with
all systems functioning normally and within
manufacturers' specifications and specified limits; in
an airworthy condition with a current FAA certificate
of airworthiness; all ACB's, Mandatory CB's and AD's
complied with; all logs and records in accordance with
FAA requirements; current with all inspections; and no
record of accidents or damage;
(iii) the entity conducting the Pre-Purchase Inspec-
- 4 -
tion identifies "squawks," the cost of which exceeds
$100,000 to rectify; or
(iv) there is any evidence of corrosion, other than
small amounts of surface corrosion typically found on
any used aircraft.
If Purchaser rejects the Aircraft pursuant to this
subsection, the Escrow Agent shall release and return the Deposit
to Purchaser, within 48 hours after Purchaser provides notice
thereof to Seller and the Escrow Agent, less the following: (i)
the escrow fee; and (ii) the amounts invoiced by Seller to
Purchaser pursuant to subsection 1.04(a), which shall be paid by
the Escrow Agent to Seller. Upon such payments this Agreement
shall terminated and the obligations of the respective parties
hereto shall cease. In the event of termination of this Agreement
pursuant to this subsection, any escrow fees incurred shall be
paid by the Purchaser.
(c) In the event the Purchaser accepts the Aircraft after
the Pre-Purchase Inspection, or Purchaser fails timely to reject
the Aircraft as permitted in subsection 1.04(b) and is thereby
deemed to have accepted the Aircraft, Seller shall correct at its
expense all discrepancies discovered during the Pre-Purchase
Inspection (i) affecting airworthiness and (ii) of systems or
components whose operations are not within manufacturers'
specifications. Purchaser and Seller shall complete Exhibit "B"
annexed hereto and made a part hereof. Upon such acceptance or
deemed acceptance of the Aircraft, the Deposit shall become non-
refundable.
- 5 -
1.05 CLOSING AND DELIVERY.
(a) The closing of the transaction contemplated by this
Agreement and the delivery of the Aircraft (the "Closing") shall
be held in a timely manner (on the "Closing Date") on or after
October 9, 1997, but no later than November 4, 1997, except in
the event Seller shall not have corrected the discrepancies as
provided in subsection 1.04(c), in which case the time for
payment and Closing shall be extended until two (2) business days
after such discrepancies are corrected and Seller advises
Purchaser in writing thereof. The Closing shall be held at such
place as is mutually acceptable to Seller and Purchaser.
(b) Provided the Conditions Precedent in Article II have
been complied with, Purchaser agrees that if for any reason it
has not made all of the payments specified herein by November 4,
1997 and after Purchaser's acceptance or deemed acceptance of the
Aircraft after Pre-Purchase Inspection, Seller shall have the
right to place the Aircraft on the market free and clear of any
claim of Purchaser, and the Escrow Agent shall release the
Deposit to Seller. Purchaser and Seller acknowledge and agree
that the amount of the Deposit represents reasonable liquidated
damages and that Seller's actual damages would be extremely
difficult or impossible to ascertain. In such event, any escrow
fees incurred shall be paid by the Seller.
(c) The Aircraft shall be delivered to Purchaser at KC
Aviation, Appleton, Wisconsin, on the Closing Date free and clear
of all liens, security interests and encumbrances affecting title
thereto or possession thereof along with the Equipment and the
- 6 -
Books and Records. Possession shall be delivered immediately
after the Escrow Agent confirms that it has recorded the FAA Xxxx
of Sale with the FAA.
(d) Receipt of the Aircraft by Purchaser at Closing shall be
signified by the execution of a receipt acknowledging delivery of
the Aircraft in the form set forth in Exhibit "C", which is
annexed hereto and made a part hereof.
(e) At the Closing, Purchaser shall pay the balance of the
Purchase Price, Nineteen Million Seven Hundred Fifty Thousand
Dollars ($19,750,000), to the Escrow Agent by wire transfer of
immediately available funds or other means mutually acceptable to
Purchaser and Seller. The Escrow Agent shall wire the Purchase
Price, less one-half the escrow fees, which are to be borne
equally by Purchaser and Seller, to Seller immediately upon
recording the FAA Xxxx of Sale with the FAA.
1.06 FAA REGISTRATION.
Notwithstanding any provision to the contrary herein,
the current FAA Registration Number of the Aircraft, N711SW,
shall remain the property of Seller.
II
CONDITIONS PRECEDENT TO PURCHASER'S
OBLIGATION TO CLOSE
The following shall be conditions precedent to
Purchaser's obligation to purchase the Aircraft:
2.01 SELLER'S WARRANTIES, REPRESENTATIONS AND
COVENANTS. All of the Seller's warranties and representations
made herein shall be true, accurate and correct on the Closing
- 7 -
Date as when made on the date of the execution of this Agreement,
and Seller shall have complied with all of its covenants
contained herein.
2.02 XXXX OF SALE. Seller shall have caused to be
executed and delivered to Purchaser a warranty xxxx of sale and
an FAA Xxxx of Sale for the Aircraft in a form acceptable for
filing and recording with the FAA, conveying free, good, clear,
unencumbered and defensible title to the Aircraft.
2.03 FAA AIRWORTHINESS CERTIFICATE. Seller shall have
delivered to Purchaser a current FAA Certificate of Airworthiness
for the Aircraft and the Aircraft shall have all ACBs, Mandatory
CBs, mandatory manufacturer's bulletins and ADs due as of the
date of commencement of the Pre-Purchase Inspection complied
with.
2.04 AIRCRAFT MAINTENANCE AND INSPECTION PROGRAM. The
Seller shall have assigned to Purchaser without recourse its
interest in any FAA-approved manufacturers' maintenance and
inspection program to which the Aircraft is subject.
2.05 ADDITIONAL MAINTENANCE PERFORMED. Any additional
maintenance required to be performed by Seller pursuant to the
terms of this Agreement shall have been satisfactorily completed.
Seller shall make the Aircraft available to Purchaser for
inspection at or prior to Closing to ensure that any such
additional maintenance has been satisfactory completed and
Purchaser shall immediately advise Seller in writing of any such
additional maintenance that has not been satisfactorily
completed.
- 8 -
III
WARRANTIES, REPRESENTATIONS AND COVENANTS OF SELLER
Seller hereby warrants, covenants and represents to
Purchaser that:
3.01 ORGANIZATION AND STANDING. Seller is a corpor-
ation duly organized, validly existing and in good standing under
the laws of the State of Nevada.
3.02 CORPORATE AUTHORITY. The execution of this
Agreement by Seller, the delivery thereof to Purchaser and the
consummation by Seller of the transaction contemplated herein are
within Seller's corporate powers, have been duly authorized by
all necessary corporate action of Seller, have received all
necessary governmental approval (if any shall be required) and do
not and will not contravene or conflict with any provision of law
or of the charter or by-laws of Seller, and Seller has full
right, power and authority to execute this Agreement and to
consummate the transaction contemplated herein.
3.03 OWNERSHIP OF AIRCRAFT AND GOOD TITLE THERETO.
Seller is the sole owner of the Aircraft, and has not heretofore
transferred or sold the Aircraft or any of the rights in or to
the Aircraft, nor has Seller heretofore encumbered, mortgaged,
hypothecated or pledged the Aircraft or any of its rights
thereto. At the Closing, Seller shall transfer, or cause to be
transferred, to Purchaser free, good, clear, unencumbered and
defensible title in and to the Aircraft, free from any and all
liens, mortgages, encumbrances, pledges and charges of any kind
whatsoever.
- 9 -
3.04 AIRCRAFT SPECIFICATIONS AND RECORDS. All of the
specifications, descriptions and other information set forth in
Exhibit "A" have been provided by Seller and are true and correct
in all material respects to the best of Seller's knowledge.
3.05 LOG BOOKS. Seller has maintained all manuals,log
books and other records and documents pertaining to the operation
and maintenance of the Aircraft as required by law and FAA
regulations. Said manuals, log books and other records and
documents to be delivered to Purchaser pursuant hereto, the Books
and Records, and the entries and information contained therein
are current, true and correct in all material respects to the
best of Seller's knowledge.
3.06 BINDING OBLIGATION. This Agreement, when execut-
ed, shall be a valid and binding obligation of Seller and shall
be enforceable in accordance with its terms, subject to applic-
able bankruptcy, insolvency, reorganization and other laws
affecting creditors' rights generally and to general equitable
principles. Neither the execution, delivery nor the performance
of this Agreement by Seller will constitute a default under any
covenant or agreement to which Seller is a party or by which
Seller is bound.
3.07 SAME CONDITION. The Aircraft is, and shall be
maintained until delivery of the Aircraft, in substantially the
same condition, reasonable wear and tear accepted, as it was at
the time of Seller's demonstration flight for Purchaser.
3.08 TAXES AND OTHER CHARGES. No governmental author-
ity has or will at the date of the Closing have a lien or charge
- 10 -
with respect to the Aircraft which accrued prior to the Closing
for which Purchaser is liable or to which the Aircraft is
subject. Seller will indemnify and hold Purchaser harmless from
any such lien or charge.
3.09 NO HIDDEN DEFECTS. There are no hidden defects
affecting airworthiness in the Aircraft of which Seller has
knowledge.
3.10 DISCLAIMERS AND LIMITATIONS.
EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED FOR HEREIN, SELLER
HEREBY DISCLAIMS ALL WARRANTIES RELATING TO IT, TO ITS BUSINESS
OR PROPERTY OR TO THE AIRCRAFT, THE EQUIPMENT OR THE BOOKS AND
RECORDS. PURCHASER HAS HAD AND WILL HAVE AMPLE OPPORTUNITY TO
INSPECT THE AIRCRAFT, THE EQUIPMENT AND THE BOOKS AND RECORDS
PRIOR TO DELIVERY OF THE AIRCRAFT. PURCHASER AGREES THAT IT IS
PURCHASING THE AIRCRAFT, THE EQUIPMENT AND THE BOOKS AND RECORDS
"AS IS." PURCHASER HEREBY RELEASES, RENOUNCES AND DISCLAIMS ALL
WARRANTIES, OBLIGATIONS AND LIABILITIES OF SELLER AND ALL RIGHTS,
CLAIMS AND REMEDIES OF PURCHASER AGAINST SELLER, EXPRESS OR
IMPLIED, ARISING BY LAW OR OTHERWISE, WITH RESPECT TO ANY
NONCONFORMITY OR DEFECT (WHETHER LATENT OR DISCOVERABLE) IN THE
AIRCRAFT, INCLUDING, BUT NOT LIMITED TO: (i) ANY WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, (ii) ANY
WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR
USAGE OF TRADE, (iii) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR
REMEDY IN TORT OR STRICT-LIABILITY, WHETHER OR NOT ARISING FROM
THE NEGLIGENCE OF SELLER OR ANY PREDECESSOR TO SELLER, ACTUAL OR
IMPUTED AND (iv) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR
- 11 -
REMEDY FROM LOSS OR DAMAGE TO THE AIRCRAFT, FOR LOSS OF USE,
REVENUE OR PROFIT WITH RESPECT TO THE AIRCRAFT OR FOR ANY
INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES RESULTING FROM ANY
SUCH NONCONFORMITY OR DEFECT.
IV
CONDITIONS PRECEDENT TO SELLER'S
OBLIGATION TO CLOSE
The following shall be conditions precedent to Seller's
obligation to deliver the Aircraft:
4.01 PURCHASER'S WARRANTIES, REPRESENTATIONS AND
COVENANTS. All of the Purchaser's warranties and representations
made herein shall be true, accurate and correct on the Closing
Date as when made on the date of the execution of this Agreement,
and Purchaser shall have complied with all of its covenants
contained herein.
4.02 PAYMENT. Escrow Agent shall have wired the
Purchase Price to Seller as provided for in subsection 1.05(e).
V
WARRANTIES, REPRESENTATIONS AND COVENANTS OF
PURCHASER
Purchaser hereby warrants, represents and covenants to
Seller that:
5.01 CORPORATE STANDING. Purchaser is a corporation
duly organized, validly existing and in good standing under the
laws of the State of New York.
- 12 -
5.02 CORPORATE AUTHORITY. The execution of this
Agreement and the consummation by Purchaser of the transaction
contemplated herein are within the Purchaser's corporate powers,
have been duly authorized by all necessary corporate action of
Purchaser, have received all necessary governmental approval (if
any shall be required) and do not and will not contravene or
conflict with any provision of law or of the charter or by-laws
of Purchaser, and Purchaser has full right, power and authority
to execute this Agreement and to consummate the transaction
contemplated herein.
5.03 BINDING OBLIGATION. This Agreement, when execut-
ed, shall be a valid and binding obligation of Purchaser and
shall be enforceable in accordance with its terms, subject to
applicable bankruptcy, insolvency, reorganization and other laws
affecting creditors' rights generally, and to general equitable
principles. Neither the execution, delivery nor the performance
of this Agreement by Purchaser will constitute a default under
any covenant or agreement to which Purchaser is a party or by
which Purchaser is bound.
5.04 TAXES AND OTHER CHARGES. Purchaser will pay all
taxes, assessments and penalties due and payable for the period
from and after the date of the Closing, if any, within the time
and manner prescribed by law as to this transaction, and
specifically, Purchaser will pay all sales, use, transfer, ad
valorem or similar tax, if any, due to any local, state or
federal agency arising out of this transaction and will indemnify
and hold Seller harmless therefrom. Notwithstanding the
- 13 -
foregoing, nothing herein contained shall constitute an
acknowledgment that any taxes, assessments or penalties are due
as a result of this transaction.
VI
INDEMNIFICATION
6.01 INDEMNIFICATION. Each of the parties hereto
shall protect, indemnify and save the other party harmless from
and against any and all losses, costs and expenses, including
reasonable attorneys' fees, arising out of or relating to the
breach of any of the covenants, warranties or representations
made by said party hereunder.
VII
SURVIVAL OF COVENANTS, WARRANTIES AND REPRESENTATIONS
7.01 SURVIVAL. All of the covenants, warranties,
representations and agreements of the parties hereto made herein
shall survive the Closing of this transaction.
VIII
MANUFACTURERS' AND SERVICE WARRANTIES
8.01 MANUFACTURERS' AND SERVICE WARRANTIES. Seller
agrees, at Purchaser's expense, to assign, transfer, and set over
unto Purchaser upon Closing, without recourse, any and all
manufacturers' warranties pertaining to the Aircraft or any
equipment or components thereof, and to the extent that such
warranties are assignable they are hereby assigned upon Closing.
- 14 -
Seller shall advise Purchaser of any such warranties of which it
is aware, but Purchaser shall be responsible for determining the
availability of and applying for any such warranties. Seller
agrees to execute all documents reasonably requested by Purchaser
to effect such assignments.
IX
MISCELLANEOUS
9.01 NOTICES. All notices, requests, demands and
other communications permitted or required hereunder shall be in
writing and shall be deemed to have been duly given if personally
delivered, sent by confirmed facsimile transmission, overnight
courier or mailed, postage prepaid via certified mail, return
receipt requested, as follows:
If to Purchaser: Rifton Enterprises, Inc.
Xxxxx 000
Xxxxxx, Xxx Xxxx 00000-0000
Attn: Xxxxxxxxx X. Xxxxx
If to Seller: Golden Nugget Aviation Corp.
0000 Xxx Xxxxx Xxxxxxxxx Xxxxx
Xxx Xxxxx, Xxxxxx 00000
Attn: Xxxxxx X. Xxxxx, Chief Pilot
Fax: (000) 000-0000
with a copy to: Mirage Resorts, Incorporated
0000 Xxxxx Xxxxxxxxxx Xxxx
Xxx Xxxxx, Xxxxxx 00000
Attn: Xxxxx X. Xxxxx, Esq.
Fax: (000) 000-0000
and to such other parties or addresses as the parties from time
to time designate in writing. Such notices, requests, demands
and other communications shall be deemed to have been duly given
and received on the date of delivery when personally delivered,
or on the date received if sent by confirmed facsimile
- 15 -
transmission, overnight courier or certified mail.
9.02 TITLE AND RISK OF LOSS. Title and risk of loss
shall remain in Seller until delivery of the Aircraft and
recording of the FAA Xxxx of Sale, at which time and place title
and risk of loss shall pass to the Purchaser.
9.03 BROKERAGE FEES. Each party hereto shall be
responsible for its own brokerage fees, if any, in connection
with the sale and purchase of the Aircraft pursuant to this
Agreement, and shall indemnify and hold the other party harmless
from and against any brokerage or similar fees claimed to have
been incurred by or on behalf of such party.
9.04 APPLICABLE LAW. This Agreement shall be governed
by and construed in accordance with the laws of the State of New
York, without regard to the choice or conflict of law rules
thereof.
9.05 ENTIRE AGREEMENT. All of the Exhibits to this
Agreement are hereby incorporated by reference and this Agreement
and the Exhibits annexed hereto constitute the entire agreement
of the parties with respect to the subject matter hereof and
supersede any prior understandings, arrangements, commitments or
undertakings of the parties, whether written or oral, express or
implied.
9.06 ASSIGNMENT. This Agreement may not be assigned
by either party, by operation of law or otherwise, without the
prior written consent of the other, which consent shall not
be unreasonably withheld. A permitted assignment shall not
relieve Purchaser of its obligations hereunder.
- 16 -
9.07 SEVERABILITY. If any one or more provisions of
this Agreement shall be found to be illegal or unenforceable in
any respect, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired
thereby and any such provisions shall be enforced as near as may
be permitted by law.
9.08 FORCE MAJEURE AND EXCUSABLE DELAYS. Except as
otherwise noted in this Agreement, neither the Seller nor
Purchaser shall be considered to be in default or breach of this
Agreement for delays in performance or failure or inability to
perform for reasons or causes totally out of their respective
control, including but not limited to, unscheduled maintenance or
repairs, lack of parts or service availability, war, embargo,
insurrection, natural disasters, riots, acts of God or the public
enemy, acts of terrorism, strikes, labor disturbances, or
compliance with federal, state or local law, regulation or court
order. Should any such delay continue for thirty (30) days, then
either party hereto shall have the option to terminate this
Agreement and the Deposit paid in escrow hereunder shall be
promptly returned to Purchaser with the escrow fees split evenly
between Seller and Purchaser.
9.09 AMENDMENT. This Agreement may not be amended,
nor shall any waiver, change, modification, consent or dis-
charge be effected, except by an instrument in writing executed
by the party against whom enforcement of any such amendment,
waiver, change, modification, consent or discharge is sought.
9.10 ADDITIONAL ACTIONS. The parties hereto will take
- 17 -
any and all further actions and execute any and all additional
documents which may be necessary or desirable to carry out the
terms of this Agreement.
9.11 SECTION AND PARAGRAPH HEADINGS. The headings
contained in this Agreement are for reference only and shall have
no effect upon the meaning or interpretation of the Agreement.
9.12 COUNTERPARTS AND FACSIMILE SIGNATURES. This
Agreement may be executed in counterparts and each such
counterpart shall constitute one agreement. A confirmed facsimile
transmission of an executed signature page shall be effective as
an original.
- 18 -
INTENDING TO BE LEGALLY BOUND, the parties have executed this
Agreement on the day and year first above written.
RIFTON ENTERPRISES, INC.
(Signature
Illegible)
------------------
Witness
By /s/ XXXXXXXXX X. XXXXX
--------------------------------
Xxxxxxxxx X. Xxxxx, President
GOLDEN NUGGET AVIATION CORP.
XXXXX X. XXXXXX
------------------
Witness
By /s/ XXXXX X. XXXXX
--------------------------------
Title Asst. Secretary
-----------------------------
Name Xxxxx X. Xxxxx
------------------------------
- 19 -
