EFTA01204855.pdf

PICTONII LTD. nunIon Howe, Cloutch Sum. Itarreton tIM QX, Bctmu,h To: [Bari Attention: I I Email: II Facsimile:II Dated: Dear Sirs Boeing Business Jet aircraft men 29273 registration VP-BB) Letter of Offer— Sale We refer to our discussions in relation to the above Aircraft. PICTON II Ltd., on behalf of itself and its affiliates and/or nominee (the "Seller"), hereby offers to sell the above aircraft, as more paniculady defined in the Terms below, (the "Aircraft') to [Buy* the "Buyer") for the Purchase Price, as defined in the Terms beknv, of UW5.4000,000 and otherwise on the term of this letter of offer as set out below ("Offer'). This Offer remains open for acceptance by you on behalf of the Buyer until 1800 hours London time on ITBD1 (the "Expiry Time') when, without its extension by us, it MB expire, and is subject to: (A) a Visual Inspection of the Aircraft by. the Buyer, as further provided below, and the Aircraft being found on such inspection to be satisfactory to the Buyer, in the Buyer's absolute discretion; and (B) the entering into of a definitive Aircraft Sale and Purchase Agreement in respect of the sale of the Aircraft by the Seller and its purchase by the Buyer in form and substance satisfactory to the Seller and the Buyer (the "Sale Agreement") by [TED) (the "Documentation Deadline"). The purchase of the Aircraft by the Buyer from the Seller and the sale of the Aircraft by the Seller to the Buyer are referred to in this Offer as the "transaction". ACCEPTANCE AND INITIAL DEPOSIT If you find this Offer satisfactory, please evidence your acceptance of it on behalf of the Buyer by signing and returning to the undersigned a duplicate of this letter in original, facsimile or pdf signed fonts by the Expiry Time. Within two (2) business days of the Buyer's acceptance of this Offer, the Buyer agrees to deposit with Insured Aircraft Title Service, Inc. of PO Box 19527, 6449 S. Denning St., Oklahoma City, Oklahoma 73179, the United States of America (the "Escrow Agent') the sum of USS1,000,000 (the "Initial Deposit") as a good faith indication of its intent to proceed with its purchase of the Aircraft, such Initial Deposit to be held by the Escrow Agent to the order of the Buyer. The Initial Deposit shall be paid to the EaCTOW Agent's Escrow Account details of which are set out in attachment 2 to this Offer (the "Escrow Account'). If this Offer is accepted and the Initial Deposit is received by the Escrow Agent within the time specified alone: 1 EFTA01204855 I the Seller shall withdraw the Aircraft from the market as being for sale and shall deal exclusively with the Buyer and its representatives in relation to the sale of the Aircraft; 2 neither the Buyer nor its representatives shall continence or continue discussions for the purchase of another aircraft, whether new or pre owned, similar to the Aircraft otherwise than as an additional aircraft to and not in place of the Aircraft; and 3 the Seller and the Buyer shall proceed to the Visual Inspection of the Aircraft and to negotiate in gosxl faith with a view to concluding a Sale Agreement on or before the Documentation Deadline, it being agreed that the Sale Agreement will include the terms and conditions indicated in this Offer. If, follouing the Buyer's acceptance of this Offer, the Initial Deposit is not made by the Buyer as required above, such acceptance shall he deemed not to have been made and this Offer shall accordingly he deemed to have expired without having been accepted by the Buyer and neither party shall have any further obligation to or right against the other in respect of or arising out of this Offer. VISUAL INSPECTION AND FURTHER DEPOSIT As a condition precedent to the Offer, the Seller has agreed that the Buyer may conduct a visual ground inspection of the Aircraft ("Visual Inspection') and that the Aircraft is found by the Buyer to he satisfactory to the Buyer, in the Buyer's absolute discretion. Accordingly, the Seller shall position the Aircraft at Geneva Airport, Geneva, Switzerland (the -Visual Inspection Location') where the Aircraft may he inspected by the Buyer during week of 127/D1 (or as otherwise agreed between the Seller and the Buyer) at a time to he arranged between the Seller and the Buyer. 'The Visual Inspection shall be completed by the Buyer within one day and the Buyer shall indicate formally to the Seller in writing (lay fax or email) within 4B hours of its completion of the Visual Inspection whether it wishes to proceed (an "Affirmation") or does not wish to proceed (a "Rejection") with its purchase of the Aircraft pursuant to this Offer. If the Buyer issues, or is deemed below to have issued, a Rejection, the Initial Deposit will be promptly refunded in full to the Buyer, without interest, and neither party shall have any further obligation to or right against the other in respect of or arising out of this Offer. Upon the issue by the Buyer of an Affirmation, (1) the Buyer shall place a further deposit in the amount of US$1000,000 with the Escrow Agent at the Escrow Account (the - Flusher Deposit" and, together with the Initial Deposit, the "Transaction Deposit') and (2) save as mentioned in this Offer, the Transaction Deposit will become non.refundahle to the Buyer and will he held to the credit of the Purchase Price should the sale of the Aircraft to the Buyer proceed to Delivery pursuant to the Sale Agreement. If the Seller does not receive a Rejection or an Affirmation from the Buyer within this 4B hour period, or if the Further Deposit is not made by the Buyer as required above, the Buyer shall he deemed to have indicated that it does not wish to pniceed with its purchase of the Aircraft and to have issued a Rejection. SALE AGREEMENT If the Sale Agreement is not entered into by the Seller and the Buyer by the Documentation Deadline for any reason, the Transaction Deposit, to the extent already placed by the Buyer with the Escrow Agent, will be repaid in full by the Escrow Agent to the Buyer absolutely and neither the Seller nor the Buyer shall have any further obligation to or right against the other in respect of or arising out of this Offer. Upon the entering into by the Seller and the Buyer of the Sale Agreement, the Transaction Deposit will be held upon the terms of the Sale Agreement and will be non.refundable thereunder save in the case of (1) the Aircraft proving not to be in the Delivery Condition, (2) the Aircraft suffers a total loss or damage prior to its delivery to the Buyer or (3) the Seller fails to deliver the Aircraft to the Buyer in 2 EFTA01204856 accordance with the terms of the Sale Agreement. In any of such cases, the Transaction Deposit shall he refunded to the Buyer without interest. TERMS The further terms of this Offer are: The Aircraft One preowned Boeing Business Jet aircraft manufacturer's serial number 29273 line no. VC 006 and current registration and nationality mark VP.BBJ, with the specification detailed in attachment I to this Offer (the "Specification"), together with its systems, appliances, accessories, components, pans, furnishings and equipment (including all loose, ground and safety equipment other than personalised items) belonging to, installed in or attached or relating to such aircraft ORE 'IlIERE SPECIFIC RENIS OIAT WE WANT TO islAICE SI 'RI %RI: NCI I lIDED)land all records mental., aiong_tliawatn, schematics x-rays bum et:nits-mons drawinvs rod-technical data and other documentation relating to the we mannetunre flieht oration vul nyair of sorb Aircraft and all of in avionics controls, equipment, instruments accessoric parts and snares whether in written or electronic fortotbr-xitme ("Records.). 'the "Aircraft" shall include and be delivered with all Records. Title The Seller shall transfer or procure the transfer mint DOES IT MEAN -PROCURE THE TRANSFER") IF SE( I ER DOES NOT OWN THE AISCRAIT WE SHOUT D BE ADVISED AND PERHAPS CON'IRACF wrni THE AC:11.1A1. OWNER] b' way of the issue to the Buyer of a full warranty bill of sale, the full legal, equitable and beneficial, good and marketable, title to the Aircraft to the Buyer at delivery free of all bens and encumbrances. Purchase Price U53256000,000. Payment terms The Buyer shall place a deposit, in the amount of the Transaction Deposit of US$2,500,000 with the Escrow Agent by transfer to the Escrow Account at the Gaming times and in the following amounts: within two business days of the Buyer's acceptance of the Offer, US$1,000,000 (the "Initial Deposit"); and 2. on the issue of an Affirmation, a further US$1,0500,00t) (the "Further Deposit"); together, the 'Transaction Deposit". From entry into of the Sale Agreement, the Transaction Deposit shall be non. refundable save in the case of (A) the Aircraft proving not to he in accordance with the Delivery Condition and the Buyer rejecting the Aircraft in accordance with the provisions below, (B) the Aircraft suffering a total loss or damage prior to Delivery or (C) the Seller failing to deliver the Aircraft to the Buyer in accordance with the terms of the Sale Agreement. In any of such cases, the TrallS/C00ll Deposit will be promptly refunded in full to the Buyer. The Purchase Price will be payable to the Seller at Delivery in freely available, same day funds and the Transaction Deposit will be applied towards the Purchase Price at Delivery. No withholdings or deductions shall be made by the Buyer from the Purchase Price. All soles. transfer stamp excise or simile taxes or rharres arising in EFTA01204857  relation to the sale of the Aircraft, other dem on the income or gains of the Seller, shall he fitr the account of the Buyer ("Sales Taxesnl. The Seller shall Commented [DI): We need to determine whether there ere any cooperate with the Buyer and locate the Aircraft fax its delivery to the Buyer in sump, transfer. excise or similar taxes that may be imposed. decendon on the location of delntry. We should also determine such place as shall be required by the Buyer so as to avoid any Scalesixes 'f ntetber there will be either export duties or 'upon duties in ts.set-_beig pplic bkt the . le f di Aircraft to the Buyer pursuant to the cooneetice with thecaponof the Airman and import of it to the IIS Sale Agreement. VI. Could potentially increase total con to JE. Darren b)14.11.B 13:46:00 The Aircraft and its The Aircraft shall he delivered by the Seller to the Buyer in the following Delivery Condition «manioc, (the "Delivery Condition"): the Aircraft shall have completed a Cl check in October 2014 and shall be current on the manufacturers' recommended maintenance program wok no deferments or extensions and with all items on the blaintemance Due List complied with and completed, and all systems, avionics control% equipment. and instruments. including without limitatxm those penaining to fbght, airworthiness, operating or otherwise, shall be in tnxol condi:um aod.operating fidly within the manufacturer? published specifications; 2 all applicable mandator). Ainvorthiness Directives (ADs) issued by the Lofted States Federal Aviation Administration or the Department of Civil Aviation of Bermuda ("BDCA") shall have liven complied with and all mandatory Boeing Service Bulletins (SB's) requiring termination at Delivery shall have been terminated, all at the cost of the Seller prior to Delivery; 3 the Aircraft shall have no material damage; 4 the Aircraft shall be free of materia/ minerial-corrosion; 45 the adwraft shall have no history of any accidents. i0—the Records shall be up-to.date, continuous and complete from the due of manufacture up to and including Delivery. The Records shall be in a substance and format and contain all information and data -that ft.._d)/: complies with the requirements of the BDCA and FAA imeltaling without limitation, full compliance that is required in 'inlet for the Aircraft so he issued a t.S Certificate of Airworthiness and to he registered with the FAA; the Aircraft shall have a current Certificates of Airworthiness and Release to Service, or equivalent issued by the BDCA; and 8_the Aircraft shall otherwise conform in all material respects with the Spedficationantd Zr) the Aircraft shall be delivered with an export Certificate of Airworthiness euahbrg, it t, hr exported to the I Tnited Slates and hr registered with the FAA and received a ITS. Certificate of Airworthiness. upon tninsfer of ownership and Delivery of the Aircraft to Raver Manufacturer's At no addir mil eau to Rintr—aAll I3oeing and enOne manufacturer warranties Warranties shall be transferred or made available to the Buyer from Delivery. Export Certificate of The Aircraft shall be delivered with an Export Certificate of Airworthiness Airworthiness issued by the BDCA to the United Starts P4 Nvoth ••• I., .4... .1... S.Ikr (the "State of Intended Registry"). The Seller shall be responsible fin the cost of obtaining such Export Certificate of Ainvorthiness from BDCA incluchn wee-that-the cost of EFTA01204858  any modifications, alterations or inspections that are required to be made to the Aircraft or its Records to obtain the same-which-minbficatinerseakerations-or ,f The Buyer shall ferthe-reimburse and indemnify the Seller for the cost of reinstating the Aircraft to its condition prior to the making of any such modifications or alterations should the Transaction not be concluded by the delivery of the Aircraft to the Buyer in accordance with the terms of the Sale Agreement, otherwise than by reason of any default by the Seller. Prepurchase Srpirit and in addition to th, fiord FITCCIV n (+he Buyer's obligation to Inspection purchase the Aircraft shall be contingent upon a visual and technical pre. purchase inspections of the Aircraft being undertaken on the Buyer's behalf at a Boeing approved maintenance facility agreed between the Seller and the Buyer (the "Inspection Facility") in accordance with the standard Boeing approved prepurchase inspection procedures for preowned aircraft (the "Pre-purchase Inspectkn') to determine whether the Aircraft is in the Delivery Condition. The Prepurchase Inspection shall include, if required by the Buyer, engine ground power runs, engine and APU horoscope inspections and a test flight of the Aircraft. The test flight shall be conducted in accordance with Boeing's or the Inspection Facility's written standards for pre-owned aircraft and the Aircraft shall be under the command and control of an Inspection Facility pilot at all times during the test flight evaluation. The Buyer may have up to three (3) representatives onboard the Aircraft during the test flight. All costs of the technical prepurchase inspection and test flight shall he fin- the account of the Baer. The Seller shall he responsible for positioning the Aircraft to the Inspection Location at the Seller's cost. 'the Seller shall make the Aircraft available for and the Buyer shall commence the Prepurchase Inspection within fifteca&ore-(.5) business days of entry into of the definitive Sale Agreement, unless otherwise agreed between the Seller and the Buyer. Following the completion of the Prepurchase Inspection, ri us ontion. the Buyer may either technically accept the Aircraft, subject to the rectification hi the Seller at Seller's cost and expense of any differences or divergences from the Delivery Condition ("Discrepancies1)-hy-that4e' ller, or reject the Aircraft if Discrepancies are found in the Aircraft as a result of such inspection and (1) the Buyer reasonably dewmiines that the same cannot be rectified by the Seller within sixty (60) dap of the completion of the Prepurchase Inspection or (2) the cost to the Seller of such rectification would be is-more than US$500,000. The Buyer shall not be entitled to reject the Aircraft for any other reason. The Buyer shall technically accept or reject the Aircraft within 48 hours of completion of the Prepurchase Inspection. If the Buyer so rejects the Aircraft, due to the foregoing, the Transaction Deposit shall be returned promptly to the Buyer by the Escrow Agent in full and neither the Seller nor the Buyer shall have any further obliption to or tight against the other in relation to the Aircraft and/or its sale and/or purchase pursuant to or arising out of the Sale Agreement. If the Buyer accepts the Aircraft subject to the rectificaticm of any Discrepancies found during the Prepurchase Inspection, such Discrepancies shall be rectified by the Seller at its sole cost promptly and in any event within a such—period of sixty (60) days followinv Buyer's acceptance of the Aircraft *collier< to rock rectiftcltiO0 unless sorb period is emended by a arrittnI, utherwi,e-apeed-by th Buy i I- uhkh the Transaction Deposit shall be returned promptly to the Buyer by the Escrow Agent in full and neither the Seller nor the Buyer shall have any further 5 EFTA01204859  obligation to or right against the other in relation to the Aircraft and/or its sale and/or purchase pursuant to or arising out of the Sale Agreement.. pnwided, however that if the cost to Seller to rectify the Discrepancies is not more than one million live hundred thousand dollars ($ISepeki0)• And Seller nevertheless fails o re Y hl p h h fr. I y p I then in addition (LI the refund of the transaction deposit. Seller promptly shall reimburse Buyer for all of Buyer's inn-xenon and night test costs and exnenws, and the travel and lodpint, npenses and the fres of Buyer's pills consult:MR and other professionals in connection with this Offer, the Sale Arreement and the performance of the terms hereof sod thereof The Buyer shall advise the Seller in writing within 48 hours following the completion of the Prepurchase Inspection if Buyer accepts or rejects the Aircraft in accordance with the terms of this paragraph. Delivery time and The Aircraft shall be delivered by the Seller to the Buyer promptly fidknving the location completion of the Prepurchase Inspection and the rectification of all Discrepancies by the Seller and, in any event, within five (5) business clays after the Seller's rectification of all Discrepancies found as a result of the Pre. purchase Inspection hid in no event later thin sixty (601 drays after Rupt advises Seller in writing of Buyer's acceptance of the Aircraft subject to the rectification of of such Discrepancies, unless otherwise agreed between the Seller and the Buyer. The Aircraft shall he delivered to the Buyer at a location within Europe no he• named by the Buyer, acting reasonably, so as to avoid or mitigate the imposition of Stales 'f—taxes in relation to the Prninsaction for which the Buyer is responsible hereunder (the •'Delivery Locadon"). Post•Delivery The Buyer shall indemnify the Seller in relation to all operating costs and operating costs liabilities incurred by or in relation to the Aircraft at any time after Delivery and shall add the Seller and such past owners and financier, of the Aircraft as shall be named by the Seller to the Buyer as Additional Insureds under the Third Party Legal liability insurances in respect of the Aircraft fix a period of two (2) years following Delivery or until the first major check on the Aircraft after Deliver•. Assignment This Offer is not, and the Sale Agreement between the Seller and the Buyer shall not he, assignable by either party without the consent of the other. Expenses The Seller and the Buyer shall be responsible for their own costs and expenses in relation to the Transaction unless such costs or expenses are expressly stated to he paid for h• the Buyer in this Offer. 'the Seller and the Buyer shall confirm that to the extent that they have used or retained the services of a broker or agent in connection with the Transaction, it shall he severally responsible for the fees of the brokers or agents so used or retained by it and shall indemnify and keep indemnified the other against the same and any claims that might he brought by any person for the same claiming through it. Standard terms The Sale Agreement shall contain such other normal terms as arc custonury in transactions of this nature as required by either party, including as to the• right of a party to terminate the Transaction upon Delver• not haying occurred as provided above due to the failure of the other to perform its obligations under the Sale Agreement. If the Sale Agreement is so terminated due to Seller's failure to perform its obligations the Transaction Deposit shall he returned promptly to the Buyer by the Esennv Agent in full and neither the Seller nor the 6 EFTA01204860  Buyer shall have any further obligation to or right against the other in relation to the Aircraft and/or its sale and/or purchase pursuant to or arising out of the Sale Agreement provided however that in addition to the refund of thj: Transaction Deposit, in the event of a termination due to Seller's failure to perform its ohlirations 'mein the sale kereement Seller %inn promptly reimburse Buyer for all of Buyer's inspection and flight test costs and expenses and the travel and lodging expenses and the fees in pilots. consultants and ether professtnals in esinnection with this ()fret and the Slit 41•reemenr and the nerforniance of the terms hereof and thereof. If the Sale Agreement is so terminated due to Buyer's failure to perform its obligations the Transaction Deposit shall be forfeited and paid to the Seller by the Escrow Agent. The definitive Sale Agreement shall he prepared by counsel h) the Seller and shall supersede this Offer. Governing law This Offer and the definitive Sale Agreement shall be subject to English law. Confidentiality Both the Seiler and the Buyer shall keep the terms of this Offer and the definitive Sale Agreement confidential and shall not disclose their existence or terms other than to their professional advisers or as may he required by law. Counterparts This Offer may he signed in counterparts by the Seller and Buyer, such counterparts together constituting but one and the same instrument. Such counterparts may he exchanged via facsimile or other electronic transmission. We look conned to receiving your confirmation of your acceptance of this Offer by way of the return to us of the copy of this Offer by the above Expire• Time duly signed on behalf of the Buyer. Yours truly For and on behalf ofPICTONII Ltd By Afire= FITIHADIEH, Exclusive Representative EFTA01204861 ION CON TO: Mallet ll Ltd. Clarendon House, Church Street, Hamilton HM QX, Bermuda Attention: Alireza ITOHADIEH F.mail: Facsimile: +I 917 591 3381 Dear Sirs, Boeing Business Jet aircraft man 29273 registration VP-BB) Letter of Offer— Sale [Swab the "Buyer", hereby confirms the Buyer's acceptance, in accordance with its terms, of the Offer by PiCtOrl II Ltd., the - Seller" for the sale of the Aircraft by the Seller 10 the Buyer, of which Offer, the above is a true copy. Signed, for and on behalf of [Buyer) Signature: Name: 'fide: Date: 8 EFTA01204862  Attachment I to the Letter of Offer between PICTON II Ltd and )Bure) regarding one pre-owned Boeing Business Jet aircraft man 29273 The Specification Boeing Business Jet aircraft Aircraft nationality and registration mark VP-BBJ NOTE: Times and Cycles, below are as at 13 November 2014 Airframe Serial Number: 29273 Manufacturer: The Boeing Company Model, B737.7213 Boeing Business Jet Type Aircraft. Fixed Wing Multi-Engine Milt Year: 1998 Total Time: 3756:07 Hours Total Cycles: 924 Weight Data Maximum Taxi Weight: 77,791 kg Maximum Takeoff Weight: 77.564 kg Maximum Landing Weight: 60,781 kg Maximum Zero Fuel Weight 57,152 kg Basic Operating Weight: 45,588 kg Maximum Fuel Capacity: 32,558 kg Engines Serial Numbers: 874437 (#1) and 874438 (#2) Manufacturer: Clrld International Model, CFM56.7B26/B1 Potn Serial No. i Total Hours Cycles I Left 874437 I 3756:07 888 Right 874438 3756:07 888 Auxiliary Power Unit Serial Number: Manufacturer: Honeywell Type: 131-9B TISN 3468 Flours/2955 Cycles Avionics; Comm: Collins VHF-9008 P/N 822-1047.003 Nav: Collins VOR-900 Receiver P/N 822-02974X/1 FM& FMC P/N 171497.05.01 HF: Collins HFS.900 •• P/N 822.0330.001 ADF: Collins ADF-900 -- REF PN 822.0329-001 DMF.: Collins DME-900 Interrogator P/N 066.50013-0101 ATC Trampondet Col ins TPR-901 P/N 822-1338.003 RADAR: Collins WX11-700 -- R/T P/N TCAS: Collins TTR-920 Computer change 7 P/N 622-8971-022 EGPWS: Collins GLU-920 Receiver P/N 822-1152-002 9 EFTA01204863  CVR: P/N 2100.1020.00 IDR: P/N 2100.4043410 AIRSIIOW Network. Fax / SATCOM Auxiliary Fuel Tanks Pat's 9 Tanks, S aft, 4 fwd Interior Maximum 18 Passenger Interior. Forward crew rest section at entrance. Forward lounge featuring 4 individual dub seats and 2 inward facing material divans. Aft lounge featuring 2 (4 seat) dining tables and inward facing material divan and credenza containing entertainment system. Aft section is a master bedroom with double bed and en.suite bathroom / lavatory with shower. Aft Galley area. I sward cloak room and forward airstairs. 10 EFTA01204864  Attachment 2 to the Letter of Offer between PICTON II Ltd. and punt] regarding one pre-owned Boeing Business Jet airman nun 29273 The Escrow Account details Escrow Account Details - Bank: International Bank of Commerce Branch: 1200 San Bernardo. Laredo. TX 78040 ABA: 114902528 Swift Code: IBCLUS44 Credit: Insured Aircraft Title Service Account Number: 0717213717 Phone advice: Kirk Wotord Reference: BBJ/29273NP-BBJ EFTA01204865