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Aircraft Interest Purchase Agreement

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Sectors: Insurance
Governing Law: Kentucky, View Kentucky State Laws
Effective Date: April 30, 2004
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AIRCRAFT INTEREST PURCHASE AGREEMENT


This Aircraft Interest Purchase Agreement, dated as of April 30, 2004 (this "Agreement") is entered into by and between SMC Advisors, Incorporated, a Kentucky corporation with an address of 4350 Brownsboro Road, Suite 310, Louisville, Kentucky 40207 ("Buyer") and CITIZENS FINANCIAL CORPORATION, a Kentucky corporation with an address of The Marketplace, Suite 300, 12910 Shelbyville Road, Louisville, Kentucky 40243 ("Seller").


RECITALS


WHEREAS, Seller is the owner of a six and one-quarter percent (6.25%) undivided interest (the "Interest") in Falcon 2000 aircraft serial number 126 bearing United States Registration Number N226QS (the "Aircraft"); and


WHEREAS, Buyer is willing to purchase the Interest from Seller, and Seller is willing to sell the Interest to Buyer, subject to the rights of the owners of the remaining interests in the Aircraft as provided in the Operative Documents as herein defined (the "Additional Interest Owners"), on the terms and subject to the conditions set forth herein.


AGREEMENT


NOW, THEREFORE, in consideration of the foregoing, and the representations, warranties, and conditions set forth below, the parties hereto, intending to be legally bound, hereby agree as follows:


1. Purchase of Interest


1.1 Conveyance of Interest. Subject to the terms and conditions hereof, Seller shall, as of the Closing Date (as hereinafter defined), transfer, convey, assign, set over, bargain, sell and deliver unto Buyer, and Buyer shall purchase from Seller, the Interest (and all aircraft logbooks and inspection, modification and overhaul records, if any, relating to the Aircraft, and, to the extent assignable, all rights of Seller to service and warranty rights with respect to the Aircraft), subject to the rights of the Additional Interest Owners as provided in the Operative Documents. Seller shall deliver to Buyer, on or prior to the Closing Date, a Bill of Sale in the form prescribed by the Federal Aviation Administration (the "FAA") for the Interest (the "Bill of Sale").


1.2 Purchase Price. The total purchase price (the "Purchase Price") to be paid by Buyer to Seller for the Interest shall be Nine Hundred Seventy Thousand Six Hundred Ninety Dollars ($970,690.00), consisting of: [i] Nine Hundred Ninety Three Thousand Seven Hundred Fifty Dollars ($993,750.00), which amount the parties hereby acknowledge was independently determined to be the fair market value of the Interest by NetJets Sales, Inc., less [ii] Twenty Three Thousand Sixty Dollars ($23,060.00), which amount the parties hereby agree is a reasonable allocation of a reasonable approximation of the commission payable to


NetJets Sales, Inc. or another agent on the eventual resale of the Interest by Buyer, to be paid via wire transfer, bank cashier's or certified check, or otherwise as the parties may agree on the Closing Date.


In the event any sales, use, luxury or similar tax is assessed on Seller with respect to the purchase of the Interest, Buyer hereby covenants and agrees to pay an amount equal to the assessed tax, and any related penalties and interest, to Seller within ten (10) days of receipt of notice thereof from Seller, and Seller shall apply such amount to payment of such tax. Buyer may protest such taxes, provided that it fully indemnifies Seller therefor.


1.3 Closing. The closing of the purchase and sale of the Interest shall occur on or as of April 30, 2004 at 10:00 a.m. or such other date and time as the parties may mutually agree (the "Closing Date") at the offices of Buyer, by mail, or otherwise as the parties may mutually agree.


1.4 Operative Documents. As used herein, the term "Operative Documents" shall mean this Agreement, the Bill of Sale, that certain Assignment and Consent dated as of the Closing Date by and among NetJets Sales, Inc. ("NJS"), NetJets Aviation, Inc. ("NJA"), NetJets Service, Inc. ("Service"), Buyer and Seller (the "Assignment and Consent"), and each of the following agreements as assigned by Seller to Buyer pursuant to the Assignment and Consent and as further defined therein: the Management Agreement, the Master Interchange Agreement; and the Owners Agreement. In furtherance and not in limitation of the Assignment and Consent, Buyer hereby assumes the obligations of Seller under the Management Agreement, the Master Interchange Agreement and the Owners Agreement effective from the Closing Date, subject to the consummation of the purchase and sale contemplated hereby.


2. Representations and Warranties


2.1 Representations and Warranties of Seller. Seller represents and warrants to, and covenants and agrees with Buyer, as follows:


(a) On the Closing Date, so far as Seller shall be aware, (i) the Aircraft will be in good working order and repair and have a valid Certificate of Airworthiness issued by the FAA with all applicable airworthiness directives and inspections current; and (ii) no defaults or conditions will exist that, with the passage of time or giving of notice or both, would constitute defaults under any agreement, instrument or document to which Seller is a party relating to the Aircraft or the Interest or by which the Aircraft or the Interest is bound.


(b) On the Closing Date, Seller shall own, and by this Agreement and the Bill of Sale shall convey to Buyer, good and marketable title to the Interest free and clear of any and all leases, liens, claims, rights to purchase and encumbrances other than the rights of any Additional Interest Owners as provided in the Operative Documents.


(c) Seller is a corporation validly existing under the laws of the Commonwealth of Kentucky and has all power and authority to own or lease its properties and to carry on its business where such properties are located and such business is conducted. Seller has the power and authority to enter into this Agreement, to execute, deliver and receive all other instruments and documents executed and delivered and received in connection with the transactions herein referred to and to carry out the sale and transfer of the Interest to Buyer and the transactions contemplated hereunder and thereunder. Seller has the power and authority to execute and deliver the Operative


Documents and any other documents and instruments required to be executed and delivered by it.


(d) There is no action, suit or proceeding pending against Seller before or by any court, administrative agency or other governmental authority that brings into question the validity of, or in any way legally or financially (in the case of performance) impairs, the execution, delivery or performance by Seller of any Operative Document.


(e) The execution and delivery of the Operative Documents by Seller and the performance by it of its obligations thereunder, including, without limitation, the conveyance of the Interest and the acceptance of the Purchase Price in exchange therefor, have been duly authorized by all necessary corporate action of Seller and do not violate or conflict with (i) any prov
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