Charlotte Aircraft Corporation and Subsidiaries - Page 4

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            experience in the leasing and financing of fleets of aircraft.                               
            CATCO and American Airlines (American) agreed that CATCO would                               
            purchase from American 36 Boeing Model 727-023 aircraft, each                                
            with 3 Pratt & Whitney JT8D-7B turbofan engines (36 aircraft),                               
            and executed a letter of intent, dated April 6, 1990, and an                                 
            aircraft purchase agreement, dated June 8, 1990.  The purchase                               
            price per aircraft was $733,333.33, and the aggregate purchase                               
            price was $26,400,000.  At the time of the agreement, the fair                               
            market value of an average Boeing 727-023 was $2 million, and the                            
            cost of a "D" check, a very extensive routine maintenance check,                             
            was $1.2 million.                                                                            
                  CATCO executed a secured promissory note, dated June 27,                               
            1990, with SPELI for the entire purchase price.  The promissory                              
            note provided for repayment of the loan, with interest at a rate                             
            of 12 percent per annum, in 16 installments due on the following                             
            dates:                                                                                       
            Due Dates                            Principal Payment                                       
                        9/1/92                   $733,333.33                                             
                  10/1/92                        733,333.33                                              
                        1/1/93                   1,466,666.67                                            
                        2/1/93                   1,466,666.67                                            
                        3/1/93                   1,466,666.67                                            
                        8/1/93                   1,466,666.67                                            
                        9/1/93                   2,933,333.32                                            
                  10/1/93                        1,466,666.67                                            
                  11/1/93                        1,466,666.67                                            
                        1/1/94                   1,466,666.67                                            
                        2/1/94                   733,333.33                                              
                        3/1/94                   1,466,666.67                                            
                        9/1/94                   2,199,999.99                                            
                  10/1/94                        2,933,333.34                                            
                  11/1/94                        2,933,333.32                                            
                        1/1/95                   1,466,666.68                                            



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