Aircraft Purchase/Sales Agreement

(Form 06062007)



AN AGREEMENT, made and executed this _______ day of ___________________, by


and between ___________________________ (hereinafter “buyer”), and


Houston Helicopters, Inc. (hereinafter “seller”).


1.  Seller agrees to sell to Buyer and Buyer agrees to purchase from seller the following aircraft:


Aircraft Make ____________________________________


Aircraft Model ______________________________________


Aircraft Year __________________________________


Aircraft Tail Number ____________________________________


Aircraft Serial Number _______________________________________


Seller warrants that Seller owns legal title to the above Aircraft and that title will be assigned to Buyer free and clear of any liens, claims, or encumbrances.  Seller acknowledges that presently this airplane is not encumbered.  Upon delivery of the Aircraft and payment of the balance of the said price in accordance with this Agreement, Seller shall execute a bill of sale granting good and marketable title to said Aircraft free and clear of all claims and encumbrances.



2.  It is agreed that the purchase price of the Aircraft is $__________________________________________________ and no/100 dollars (US)   ($____________) which sum is due on the delivery of the Aircraft.  Any money paid pursuant to this Agreement shall be paid by cash, cashiers check, certified checks, or wire transfer.



3.  It is agreed that within one (1) business day after the execution of this Agreement, an earnest money deposit, and the following documents pertaining to this transaction, shall be deposited with the escrow agent: (a) Bill of Sale for the Aircraft executed by the Seller to the Buyer; and (b) Application for Registration of the Aircraft to the Buyer. 



4.  Buyer shall pay Seller the sum of $25,000.00 earnest money deposit, which sum shall be credited to the purchase price of the airplane.  If buyer refuses for any reason to complete the purchase, other than: 1.) Seller not presenting a clear title, 2.) Seller not being able to present an “Airworthiness Certificate” or 3.) Seller not being able to present aircraft with a current annual inspection, Buyer’s earnest money deposit shall be forfeited.



5.  Prior to the execution of this Agreement and the payment of earnest money deposit into escrow, or to the Seller as the case may be, the Buyer shall have the right to perform a pre-purchase inspection upon the Aircraft.  The pre-purchase inspection mechanic shall be the Buyer’s exclusive decision, so long as the mechanic possesses a current Airframe and Powerplant mechanic certificate issued by the Federal Aviation Administration.  The pre-purchase inspection shall be performed at HHI Airport. 


It is understood by all concerned that all aircraft are offered for sale “as is”.  Any adds, changes or corrections will be paid for by the Buyer if performed by HHI.


6.  It is agreed that the Aircraft and its logbooks can be inspected on: ___________, 2008 (date) at HHI Airport.


Payment in full, is a condition of delivery.  Title and risk of loss or damage to the Aircraft shall pass to Buyer at the moment of delivery.  The Aircraft will be delivered to Buyer in present condition, normal wear and tear excepted, with a valid FAA Certificate of Airworthiness.


Seller warrants that: (a) the Aircraft is in airworthy condition; (b) the Aircraft has a current annual inspection; (c) the Aircraft has a currently effective Standard air worthiness certificate issued by the Federal Aviation Administration; (d) all of the Aircraft’s logbooks are accurate and current; (e) all applicable Airworthiness Directives have been complied with; (f) the Aircraft has a clear title.



7.  If the Aircraft is destroyed, or in Seller’s opinion damaged or beyond repair, prior to Buyer’s acceptance of the aircraft, Seller shall notify Buyer immediately and this Agreement shall be terminated and the Seller return all payments to Buyer and Seller will be relieved of any obligation to replace or repair the Aircraft.  Seller will not be responsible or deemed to be in default for delays in performance of the Agreement due to reasonable causes beyond Seller’s control.



8.  If for any reason, the Buyer is unable to pay the price of the Aircraft, as specified in this Agreement, the Seller shall return all documents to the Buyer except for the deposit which will be retained as liquidated damages.



9.  The Buyer shall pay any sales or use tax imposed by any state or local government, which results from the sale of the Aircraft.



10.  All notices and requests required or authorized pursuant to this Agreement shall be in writing by certified mail, return receipt requested.



11.  This agreement is a contract executed pursuant to the laws of the state of Texas.


12.  In the event any action is filed relation to this Agreement, each party shall be responsible for his own attorney’s fees.



13. This Agreement constitutes the entire Agreement between the parties.  No statements, promises, or inducements made by any party to this agreement or any agent or employees of either party, which are not contained in this written contract shall be valid or binding.  This Agreement may not be enlarged, modified, or altered unless in writing by the signed parties.





IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written.


Houston Helicopters, Inc.



Seller Signature



Buyer Printed Company Name



Buyer Signature