EFTA00085979¶
FIRST AMENDMENT TO AIRCRAFT PURCHASE AGREEMENT¶
This FIRST AMENDMENT TO AIRCRAFT PURCHASE AGREEMENT (this “Amendment”) is made and entered into as of the 20th day of April, 2021 (the “Effective Date”), by and between Hyperion Air, LLC (“Seller”) and Industrial Integrity Solutions, LLC (“Purchaser”), and amends that certain Aircraft Purchase Agreement by and between Seller and Purchaser entered into as of April 16, 2021 (the “Agreeement”) governing the purchase and the sale of that certain 2008 Keystone Helicopter (Sikorsky) model S-76C++ aircraft, bearing manufacturer’s serial number 760750, and currently registered with the United States Federal Aviation Administration as N722JE (the “Aircraft”). All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to those terms in the Agreement.¶
WHEREAS, Section 4(a) of the Agreement provides in relevant part that “…in no event shall the Closing take place later than April 20, 2021 (the “Closing Date”)”;¶
WHEREAS, the Parties desire to extend the April 20, 2021 Closing deadline provided for in Section 4(a) until May 7, 2021, so that May 7, 2021 is the absolute latest date by which Purchaser must close under the Agreement;¶
NOW, THEREFORE, in consideration of these premises and the mutual covenants and agreements herein contained, the parties agree as follows:¶
- Section 4(a) of the Agreement is hereby amended in its entirety to read as follows:
(a) The closing of this transaction (“the Closing”) and delivery of the Aircraft to Purchaser shall take place at Fort Lauderdale Executive Airport KFXE, Florida (“the Closing Place”) by not later than the Closing Date (as hereinafter defined), unless the parties subsequently agree upon a later date in writing, in which case such agreed upon date shall be deemed the “Closing Date”. The Closing shall take place promptly after: (i) Purchaser’s delivery of the Certificate of Technical Acceptance indicating Purchaser’s Unconditional Acceptance of the Aircraft in accordance with Sections 3(f) and (h) hereof; and (2) confirmation from the Escrow Agent that the Escrow Agent has received the Purchase Price Balance from Purchaser and all Escrow Documents (as defined below), but in no event shall the Closing take place later than May 7, 2021 (the “Closing Date”). Seller and Purchaser hereby acknowledge that the passing of title, possession and delivery of the Aircraft shall take place within the state in which the Closing Place is located. The fuel costs and the expenses of Seller’s flight crew, if any, in flying the Aircraft from the Inspection Facility to the Closing Place shall be the sole responsibility of and paid for by Purchaser.¶
- In the event of any inconsistencies between the provisions of the Agreement and the provisions of this Amendment, the provisions of this Amendment shall control in all respects. Except as expressly amended hereby, the provisions of the Agreeement shall remain unchanged, valid and in full force and effect.
EFTA00085980¶
- This Amendment may be fully executed in separate counterparts by each of the parties hereto. Any signatures on this Amendment may be transmitted via facsimile or e-mail (in pdf format), which signatures shall be deemed originals for all purposes.
IN WITNESS WHEREOF, the parties hereto have executed this FIRST AMENDMENT TO AIRCRAFT PURCHASE AGREEMENT as of the day and year first written above.¶
Seller:¶
Hyperion Air, LLC¶
By: Daven Studyhe¶
Print: Darren Indyke¶
Title: Authorized Representative¶
Purchaser:¶
Industrial Integrity Solutions, LLC¶
By:¶
Print: Rick Munkvold¶
Title: Chief Financial Officer¶
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