EFTA01109708.pdf

LETTER OF INTENT To: Tunisair Date: January 13, 2014 PLEASE ACCEPT OUR LETTER OF INTENT TO PURCHASE THE AIRCRAFT PRODUCTS AND/OR OTHER ITEMS SPECIFIED BELOW SUBJET TO THE TERMS AND CONDITIONS OUTLINED IN THE SPECIFICATIONS SECTION. YEAR MAKEIMODEL REGISTRATION NUMBER AIRCRAFT SERIAL. NUMBER ENGINE SERIAL. NUMBERS 1999 Boeing / BBJ TS-100 29149 8758.51 / 874864 SPECIFICATIONS: 1. A mutually acceptable definitive Purchase Agreement and Terms & Conditions to be completed on or about January 29. 2014. 2. Visual inspection, Flight Check (of no more than 4 hours in duration) and Log Book review on the aircraft, acceptable to Purchaser, at Purchaser's expense. 3. Offer subject to a Pre-Purchase Inspection, the scope of which shall be defined in the Purchase Agreement, to be completed at AMAC Aerospace, Basel (the "Faciltyl. at Purchaser's expense. Within three (3) business days of the completion of the Pre-Purchase Inspection, Purchaser shall provide written acceptance or rejection of the aircraft to Seller. Upon written acceptance of the aicraft. the deposit shall be deemed non-refundable, subject to Seiler fuffiling its obligations hereunder. In the event Purchaser rejects the aircraft upon completion of the Pm-Purchase Inspection, the deposit shall be returned to Purchaser. 4. Title shall be free and dear of all liens and encumbrances whatsoever, including clear title on the International Registry. 5. At Seller's expense, the aircraft shall be delivered to purchaser at dosing: in an airworthy and operational condition with all airworthy systems of each and every kind functioning normally to manufacturer's specifications: with all Ms and mandatory SBs complied with (without deferment); current on the manufacturer's maintenance program; with all applicable airframe and engine DELIVERY: programs (currently in force) current and paid up-to-date through the day of dosing, and with all airworthiness discrepancies identified during the Pre- Purchase Inspection and Flight Check, which are required by the Facility to return the aircraft to service rectified. Closing shall occur within two (2) business days of completion of the airworthiness discrepancy repairs and return of the aircraft to service by the Facility, which shall be on or about March 1. 2014. 6. Should Seller for any reason refuse to repair, or is unable to repair airworthiness discrepancies or comply with requied AD's or SB's after Purchaser has accepted the aircraft in writing. Seller agrees to reimburse Purchaser for all costs incurred by Purchaser to perform the Pre•Purchase Inspection and Flight Check. 7. Aircraft shall have complete and continuous log books (in English) and no known damage history. 8. Upon mutual acceptance of this Offer, Seller agrees to remove Aircraft from any and all advertising. 9. Parties agree that the terms of this Offer may not be disclosed, either in whole or in part, to any third party except as requied to complete this transaction. 10. Within two (2) business days of mutual acceptance of this Offer. Purchaser will place a refundable $1,000,000.00 deposit with the escrow agent. Mention Kirk Wolford President. Insured Aircraft Title Service. Inc. Oklahoma City OK. 11. This offer is valid until 5:00 PM EDT. January 15, 2014 AIRCRAFT DESCRIPTION: As described in attached Schedtte(s) A. Please Initial and 'mum with this offer. EFTA01109708  SPECIAL AMENDMENTS: PURCHASE PRICE $15,000,000.0 DEPOSIT $1,000,000.0 ,CASH DUE ON DELIVERY $14,000,000.00 Signature: Signature: Agreement Accepted by seller this day of January 2014 Agreement Accepted by Purchaser this day of January 2014 Name: Mr. Rabah Jerad Name: Title: Chief Executive Officer Title: Company: Tunisair Company: Plan D, LLC Address: Societe Tunislenne De L' Air Chargula 2 Address: 8100 Red Hook Quarter, B3, St. City/State/Zip: 2035 Tunis-Carthage Tunisia City/State/Zip: Thomas, USVI 00802 EFTA01109709