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Equipment Purchase Agreement

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Date:
2006
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24K
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#2629187

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EQUIPMENT PURCHASE AGREEMENT




Between



Kellstrom Commercial Aerospace, Inc.
3701 Flamingo Road, Miramar, FL 33027



and




MMC Mid-Sun, LLC
26 Broadway, Suite 907
New York City, New York 10004


 
 

 

EQUIPMENT PURCHASE AGREEMENT


THIS EQUIPMENT PURCHASE AGREEMENT (“Agreement”), is made this 5th day of October, 2006, by and between Kellstrom Commercial Aerospace, Inc., a Delaware corporation (“Seller”); and MMC Mid-Sun, LLC, a Delaware limited liability company (“Buyer”).
 
RECITALS

1.
WHEREAS, Buyer desires to purchase a LM2500 Gas Turbine engine, model number: LM2500 PE-MGW, Gas Generator SN: 691-098, Power Turbine SN: 481-402 (the “Equipment”, also defined in section 1.2 below).

2.
WHEREAS, Seller owns the Equipment and is ready, willing and able to deliver and sell the Equipment to Buyer pursuant to the terms and subject to the conditions set forth in this Agreement.

NOW, THEREFORE, based upon of the mutual covenants herein contained and other good and valuable consideration, the parties agree as follows:

1.
DEFINITIONS

1.1
Primary Definitions

In addition to words and terms elsewhere defined in this Agreement, the following words and terms as used in this Agreement shall have the following meanings unless some other meaning is apparent from the context in which the words and terms are used:

1.2
Equipment

One LM2500 Gas Turbine Engine, model number: LM2500 PE-MGW, Gas Generator SN: 691-098, Power Turbine SN: 481-402, with QEC as listed in attachment A and in “serviceable” condition, without engine stand, along with all engine records, manuals, and data pertaining to the engine that are in the possession of the Seller on the date of Delivery.

1.3
Equipment Purchase Price

The price for the Equipment, as provided in Section 2.2. below.
 
1.4
Equipment Bill of Sale

A Bill of Sale conveying title to the Equipment shall be in the form attached as Exhibit A.
 
 
 

 
 
1.5
Equipment Acceptance Receipt

A Equipment Acceptance Receipt evidencing Buyer’s acceptance of the Equipment shall be in the form attached as Exhibit B.

1.6
Warranties

The warranties provided by Seller to Buyer are described in Section 4 below.

2.
PURCHASE OF EQUIPMENT

2.1
Purchase of Equipment

Seller agrees to sell the Equipment to Buyer and Buyer agrees to purchase the Equipment from Seller pursuant to the terms and subject to the conditions set forth in this Agreement.

2.2
Purchase Price

Buyer shall pay Seller for the Equipment the sum of USD $3,150,000.00 (three million one hundred fifty thousand dollars) (the “Purchase Price”) in accordance with section 2.3 below.

2.3
Payment for Equipment

All payments hereunder to Seller will be in immediately available funds within two business days of execution of this Agreement. Buyer shall send funds to Seller in accordance with the following wiring instructions:

Kellstrom Commercial Aerospace, Inc.  
Bank - JP Morgan Chase
Routing/ABA# 021000021
Account # 114-731829 

3.
DELIVERY, TITLE & RISK OF LOSS

3.1
Delivery

Seller agrees to deliver the Equipment to Jet Turbine Services, Inc’s Florida location on behalf of Buyer. Terms of delivery shall be FOB-Jet Turbine Services, Inc’s Florida location (the “Delivery Point”), pursuant to the procedure set forth in Section 3.2 on or before October 10, 2006 (the “Delivery Date”).
 
 
 

 
 
3.2
Delivery Procedure

On the Delivery Date:

a) Buyer shall execute and deliver to Seller the Acceptance Receipt for the Equipment and shall pay the Purchase Price as set forth in Section 2.2 and Section 2.3 hereof.

b) Seller shall execute and deliver to Buyer the Bill of Sale for the Equipment.
 
3.3
Risk of Loss

Title to and risk of loss, damage and destruction of the Equipment shall transfer from Seller to Buyer upon Delivery of the Equipment to Buyer at Delivery Point as set forth in Section 3.1. If the Equipment is damaged in any way after Buyer takes Delivery at the Delivery Point, and if said damage in any way impacts the performance of said Equipment, then Final Acceptance, as defined in 4(c) below, shall be deemed to have been successfully completed.

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