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Airplane Purchase Agreement

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EXHIBIT 10.22


LEARJET 60


AIRPLANE PURCHASE AGREEMENT


This Agreement is made by and between Learjet Inc., a Delaware corporation with its principal offices in Wichita, Kansas ("Learjet"), and Pediatrix Medical Group, Inc. or its Assignee ("Buyer") and shall be effective as of the date of its acceptance by Learjet.


In consideration of the mutual covenants made herein and subject to the following terms and conditions, Learjet agrees to sell and Buyer agrees to buy the new Learjet airplane (the "Airplane") described below.


SECTION I. AIRPLANE DESCRIPTION


A. The Airplane is a new Learjet 60, Serial Number 075, more fully described in the Specification and Description dated 2/96 (the "Specification") attached hereto as Exhibit "A" and made a part hereof by reference, together with the avionics, other equipment, and interior and exterior installations as specified on Exhibit "B" ("Options").


B. The Options are described and the price of the Options is set forth in the Optional Equipment Description & Pricing List dated 2/96.


SECTION II. PRICE AND PAYMENT AND DELIVERY SCHEDULE


A. Subject to adjustment for the price of the Options and Additional Options (as hereinafter defined) selected by Buyer after the date hereof, the purchase price of the Airplane ("Purchase Price") shall be:


Base Price.................................................. $9,795,000 U.S.
Price of Options and Other Charges:......................... 796,150 U.S.
Special Sales Allowance..................................... (750,225) U.S.
Total Purchase Price:.................................. $9,840,925 U.S.


B. The Purchase Price shall be payable in U.S. Dollars as follows:


*1. A non-refundable deposit of $2,000,000 at the time of the
execution of this Agreement, or delivery of the Aircraft Lease Agreement
per Exhibit "E", whichever is later, to be applied toward the Total
Purchase Price.


2. The balance of the Purchase Price in the amount of $7,840,925
U.S., plus applicable taxes and other charges, by cashier's check drawn on
a U.S. bank or wire transfer at the time of delivery of the Airplane.


C. Learjet anticipates that the Airplane will be ready for delivery on or about July 31, 1996 but no later than September 30, 1996 (the "Anticipated Delivery Date"), although the actual date for delivery cannot be ascertained as the date of this Agreement. The date of delivery shall be the date of actual delivery of the Airplane, unless Learjet and Buyer agree in writing to another date ("Delivery Date").


SECTION III. SPECIAL PROVISIONS (IF ANY)


*A refundable $100,000.00 received by Learjet shall become non-refundable and credited toward the $2,000,000 deposit in Section II.B.1 upon execution of this Purchase Agreement.


Exhibits "B", Aircraft Profile, Exhibit "C" Special Conditions, Exhibit "D" Learjet 60 Total Learjet Coverage Plan, and Exhibit "E" Aircraft Lease Agreement are attached hereto and made a part hereof by reference.


EXCEPT FOR THE EXPRESS TERMS OF THE LEARJET AIRPLANE WARRANTY POLICY SET FORTH IN THE SPECIFICATION, LEARJET MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR OTHERWISE. SUCH WRITTEN WARRANTY IS MADE IN LIEU OF ALL OTHER WARRANTIES, OBLIGATIONS OR LIABILITIES OF LEARJET WITH RESPECT TO THE MANUFACTURE, SALE,


1 2


LEASE, OPERATION OR USE OF THE AIRPLANE AND, EXCEPT AS SET FORTH THEREIN, LEARJET SHALL NOT BE LIABLE IN WARRANTY, NEGLIGENCE, OR STRICT LIABILITY FOR ANY DEFECTS, FAILURES OR MALFUNCTIONS IN PERFORMANCE, DESIGN, MANUFACTURE OR OTHERWISE, WHETHER PATENT OR LATENT. THE EXTENT OF LEARJET'S LIABILITY UNDER SUCH WARRANTY IS LIMITED TO THE REPAIR OR REPLACEMENT OR DEFECTS IN THE MANNER DESCRIBED IN SUCH WARRANTY, AND ALL OTHER REMEDIES AGAINST LEARJET FOR INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES ARISING OUT OF THE MANUFACTURE, SALE, LEASE OPERATION OR USE OF THE AIRPLANE ARE EXPRESSLY EXCLUDED.


In the event the Buyer is a natural person or sole proprietorship the, notwithstanding anything herein to the contrary, the limits on warranties or on remedies for breach shall not apply to the extent (but only to the extent) such limitations are prohibited by Kansas Law.


Buyer and Learjet agree that this transaction is governed solely by the terms and conditions set forth (1) above, (2) on the reverse side hereof, (3) in the exhibits referenced and incorporated herein, and (4) in all amendments hereto, all of which together constitute the complete agreement between Buyer and Learjet with respect to the Airplane. Buyer acknowledges that Buyer has read and understands the complete agreement, and that this Agreement shall be not binding upon Learjet until it has been executed by both an authorized officer of Learjet and an authorized representative of Learjet's Marketing Administration Department at the address set forth below.


BUYER HEREBY ACKNOWLEDGES AND AGREES THAT NONE OF LEARJET'S SALESMEN ARE AUTHORIZED TO WAIVE OR ALTER ANY TERM, PROVISION OR CONDITION OF THIS AGREEMENT, OR TO MAKE ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THIS AGREEMENT OR THE AIRPLANE.


BUYER LEARJET Name: Pediatrix Medical Group, Inc. or P.O. BOX 7707 Assignee Wichita, KS 67277-7707 - ---------------------------------------------- By:
---------------------------------------------- Address: 1455 North Park Drive Title: Vice President, North American Sales - --------------------------------------------- ----------------------------------------------
Ft. Lauderdale, FL 33326 - --------------------------------------------- By: By: - ---------------------------------------------- ---------------------------------------------- Title: President Title: Vice President, Marketing & Sales - ---------------------------------------------- ---------------------------------------------- Date: 3/22/96 Date: March 22, 1996 - ---------------------------------------------- ----------------------------------------------


SECTION IV. DELIVERY


A. Delivery Period. Learjet may tender delivery of the Airplane anytime between July 31, 1996 and September 30, 1996 (the "Delivery Period"); provided, however, that in the event (1) Buyer selects, with the approval of Learjet, additional or alt
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