EFTA01071583.pdf

PICTONII LTD. altC1141O1% lloute, timt<h &r.«. Itarrdon ttat QX, Bermuda To: Plan D, LIX: liaaZiadaftral Attention: Darren K. hakke, lira. F.mail: Facsimile: Dated: November , 2014 near Sirs Boeing Business Jet aircraft man 29273 registradon VP-BB) Letter of Offer— Sale \te refer to tiur discussions in relation to the above Aircraft PICTON II li d., on tehalf of indi and it< affdiates and/or nominet (the "Seiler"), hereby offer% to seil the abort aircraft, as more panicularly defined in the Tenns beknv, (the - Aircraft") to Plan D, Ll.0 (the - Boyer') for the Purchase Price, as defined in the Tenns belta, of USS2~00treQj and otherwise on the ICTIF of this letter of offer as set out bant ("Offer"). This Offer resnains open kw acceptance by you on bohalf of the Boyer unn] 1800 hom, London time on I 773/71 (the "Expity Time') when, without it, extension by us, it MI1expire, and is naskt n>: (A) a Vintal Inspection of the Aircraft by the Bulet as further provided below, and the Aircraft being found on such inspection to be satisfactory to the Buyer, in the Fliner', absolutt discrttion; and (B) the entering inni of a definitive Aircraft Sale and Purchase Agreement in respect of the sak of the Aircraft by the Seiler and in purchase by the Burer in form and suhstance satisfactory to the Serier and the Buyer (the - Sale Agreement") by [73D! (the "Documentadon Deadline"). The porthase of the Airauft In the Baner from the Seiler and the sale of the Aircraft by the Seiler to the Buyer are referred to in this Offer as the -Transaction". ACCEPTANCE AND INITIAL DRPOSIT If you and this Offer satisfactory, please evidente your acceptance of it on tehalf of the Buyer signing and retuming to the undersigned a dupbcate of this kuer in original, Haimile or pdf signed kum by the Expiry Time. Within rwo (2) business dans after the Butte% acceptance of this Offer, the Boyer agrees to deposit with with Tammi Hear at Alf. Tide Service, lir, 6350 \Vest Ren°, Oklahoma City, OK 73127 , the United States of America (the 13scrow Agent') the sum of USSI,000,000 (the - Initial Deposit') as a good faith indication of it, intet m pnweed with in purchase of the Aircraft, such Initial Deposit to be held by the F-scrow Agent to the order of the Buyer. The Initial Deposit Mali be paid to the Escniw Agen?' Esennv Accoura &lada of which are set out in anachment 2 to this Offer (the '13scrow Account.). If this Offer is accepted and the Initial Deposit is received by the F-scniw Agent within the time 5N-ei fted alxwe: 1 EFTA01071583 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 Altera/tag, 2 the Seller and the Buyer shall proceed to the Visual Inspection of the Aircraft and to negotiate in gomi faith with a view to concluding a Sale Agreement on or before the Documentations Deadline, it being agreed that the Sale Agreement will include the terms and conditions indicated in this Offer. if, following the Buyer's acceptance of this Offer, the Initial Deposit is not made by the Buyer as required above, such acceptance shall be 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 tight 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, Suitxerland (the "Visual Inspection Location') where the Aircraft may be inspected by the Buyer during week of 1773DJ (or as otherwise agreed between the Seller and the Buyer) at a time to be arranged between the Seller and the Buyer. The Visual Inspection shall be completed by the Buyer within two (2) days and the Buyer shall indicate formally to the Seller in writing (Ip fax or email) within 48 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. Within two (2) business days after the Buyer's issuance of an Affirmation, (1) the Buyer shall place a further deposit in the amount of USSL000,000 with the Escrow Agent into the Rscnnv Account (the "Further Deposit" and, together with the Initial Deposit, the "Transaction Deposit") and (2) as and when provided for in this Offer, and subject to the exceptions provided for herein and in the Sale Agreement, the Transaction Deposit will become non.refundable to the Buyer and will be 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 48 hour period, or if the Further Deposit is not made by the Buyer as required above, the Buyer shall be deemed to have indicated that it does not wish to proceed 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 (I) Buyer rejecting the Aircraft after the Prepurchase Inspection (as hereinafter defined) oFthe witted' the Buyer entitled to reject the same in acconlance with the semis of the Sale Agreement, or the of Oiscrepancies_within_thetiow_prescrihnkunder the Sale Agreement, (2) the Aircraft suffering material loss or damage prior to its delivery to the Buyer or (3) the Seller failing II I deliver the Aircraft to the Buyer in 2 EFTA01071584 accordance with the terns of the Sale Agreement or otherwise defaulting in its obligations under 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 pre.owned Boeing Business Jet aircraft manufacturer's serial number 29273 line no. VC 006 and current registration and nationality mark \P-BBJ, with the specification detailed in attachment I to this Offer (the "Specification"), together with its systems, appliances, accessories, components, parts, 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 and all records, manuals, logs, log books, wiring diagrams, schematics, x.rays, bum certifications, drawings, technical data and other documentation relating to any of the use, maintenance, flight, operation and repair of such Aircraft or any of its systems, 2V101110, «numb, equipment, instruments, accessories, parts and spares, whether in written or electronic form (-Records"). The 'Aircraft" shall include and be delivered with all Records. Title The Seller shall transfer to the Buyer, by way of the issuance to the Buyer of a full warranty bill of sale, full legal, equitable and beneficial title, and good and marketable title, to the Aircraft at delivery free of all liens, claims and encumbrances. Purchase Price US$2:0•00;00617BDI. Payment terms The Buyer shall place a deposit, in the amount of the Transaction Deposit of US$24000,000 with the Escrow Agent by transfer to the Escrow Account at the following times and in the following amounts: 1. within two (2) business days after the Buyers acceptance of the Offer, US$1,000,000 (the - Initial Deposit'); and 2. within two (2) business days after the Buyer's issuance of an Affirmation, a further US$1,000,000 (the "Further Dermal(); together, the 'Transaction Deposit". From entry into of the Sale Agreement, the Transaction Deposit shall be nom refundable save in the case of (A) the Buyer rejecting the Aircraft after the Pre. purchase Inspection 1 L- the Buyer is entitled to rvicet the same_in ACCInilalter with the terms of the Sale Avreement, or the Airoraft-pniving-noe-to theilmetSeller failinr to rectify Discrepancies within the time prescribed under the Sale Agreement, (B) the Aircraft suffering a material loss or damage prior to Delivery tit (C) the Seller failing to deliver the Aircraft to the Buyer in accordance with the terms of the Sale Agreement or otherwise defaulting in its obligations under the Sale Agreement. In any of such cases, the Transaction 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 he applied towards the Purchase Price at Delivery. No withholdings or deductions shall be made by the Buyer from the Purchase Price. All sales, transfer, stamp, excise or similar taxes or charges arising in 3 EFTA01071585  relation to the sale of the Aircraft, taker than on the income or gains of the Seller, shall be for the account of the Buyer ("Sales Taxes"). The Seller shall cooperate with the Buyer and locate the Aircraft for in delivery to the Buyer in such place as shall he required by the Buyer so as to avoid any Sales Taxes being applicable to the sale of the Aircraft to the Buyer pursuant to the Sale Agreement. The Aircraft and its The Aircraft shall he delivered by the Seller to the Buyer in the following Delivery Condition condition (the "Delivery Condition"): 1 the Aircraft shall have completed a CI check in October 2014 and shall he current on the manufacturer"' recommended maintenance pro)tram with no deferments or extensions and with all items on the Maintenance Due last complied with and completed, and all systems, avionics, controls, equipment, and instruments, L pertaining to flight, operations or ainvonhinessr operating-or-otharwisa, shall be in Commentett (1/P1): Delierty Condition requirement it intended good condition and (operating fully within Mc manufacturers' published .o relax to night systems. mimicstic. rot to items such as IFE. Vedder Pace sptcificatioru; 2014.11.16 IS:19X0 2 all applicable mandatory Airworthiness Directives (ADs) issued by the United States Federal Aviation Administration ('FAA') or the Department of Civil Aviation of Bermuda ("BDCA') shall have been complied with and all mandatory Boeing Service Bulletins (SB's) requiring temunation or completion at Delivery shall have been terminated or completed, 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 material corrosion; 5 the Aircraft shall have no history of any accidents; 6 the Records shall be up-to.date, continuous and complete from the date of manufacture up to and including the date of Delivery. The Records shall be in substance and a format, and shall contain all infiamation and data, that fully complies with the requirements of the BDCA and FAA (including, without limitation, full compliance that is required in order kw the Aircraft immediately fonowing Delivery to be issued a US. Certiticate of Airworthiness and to he Twinned with the FAA; 7 the Aircraft shall have a current Certificates of Airworthiness and Release to Service, or equivalent issued by the BDCA; and the Aircraft shall otherwise conform in all material respects with the Speciticationnitti FAA-eliti-meeiee-e 1'.S. 4-Airrambinnet-topt C of Commented (VP2j: Export CofA net required for US. manufactured Aircraft returning to N.register. Vedder Price Manufacturer's At no additional cost to Buyer, ail_ >ukining Boeing and engine manufacturer 2014.11.18 IS:19100 Warranties warranties shall be transferred or made available to the Buyer from Delivery. Airworthiness, J.. tin IAA tisteri-Stnce-fthe ttare-of-Intereded Regiarry lw-Ssiler L arbls-for-the-cosi-of-obrarning-mich EFTA01071586  Ancsaft-or-ra-Recore-to-nlitaan-alie-tarnor oseapt-that-Bieerall-pay-to-SeUer 4-frritrettrishtion-ptior en uctorslance-with the 4CFITI• .4 the-Sale Agitement, otherwise than In reason Prepurchase Separate and in addition to the Visual Inspection, the Buyer's obligation us Inspection purchase the Aircraft shall be contingent upon a visual and technical pre- purchase inspections of the Aircraft bring undertaken on the Buyer's behalf at a Boeing approved maintenance facility within Europe to he agreed between the Seller and the Buyer (the "Inspection Facility") in accordance with the standard Boring approved pre-purchase inspection procedures for pre-owned aircraft (the "Pre-purchase Inspection") 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 API' horoscope inspections and a test flight of the Aircraft. The test flight shall he conducted in accordance with Boeing's or the Inspection Facility's written standards for pre- owned aircraft and the Aircraft shall be under the coininand 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 pre-purchase inspection and test flight shall be for the account of the Buyer, subject to reimhurseinent in the events and at the times hereinafter provided. 'the Seller shall be responsible for positioning the Aircraft to the Inspection IJICA11011 at the Seller's cost. the Seller shall make the Aircraft available for and the Buyer shall commence the Pre-Purchase Inspection within fintert-fiurteen I,,.... ..-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, at its option, the Buyer may either technically accept the Aircraft, subject to the rectification by the Seller, at Seller's cost and expense, of any differences or divergences from the Delivery Condition ("Discrepancies'), or reject the Aircraft if Discrepancies are found in the Aircraft a, a result of such inspection and the Buyer reasonably determines that (I) such Discrepancies will not hr able to he rectified by the Seller within sixty (60) days after the completion of the Pre- purchase Inspection or (2) the cost to the Seller of such rectification would be more than US$500,000. 'the Buyer shall not hr 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, the Transaction Deposit shall he returned promptly to the Buyer by the Fscrow Agent in full and neither the Seller nor the 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. If the Buyer accepts the Aircraft subject to the rectification 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 period of sixty (64 days following Buyer's acceptance of the Aircraft subject to such rectification, unless such period is extended In a writing signed by the Buyer, failing which the 'Transaction Deposit shall he returned promptly to the Buyer by the Fscrow Agent in full and neither the Seller nor the Buyer shall EFTA01071587  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; pnwided, however, that if the cost to Seller to rectify the Discrepancies is not more than one million dollars ($1,000,000), and Seller nevertheless fails to rectify such aLliscremncies within such el' period, then in addition to the refund of the Transaction Deposit, Seller shall promptly-40S reimburse Buyer fiat all of Buyer's reasonably incurred and nrtmedv thsauncatca . ts and expenses in condos-sr the Pre-purchase Inspection (including test flight) and the travel and lodging expenses and the fees of Buyer's pilots, consultants and other professionals incurred or billed in connection with any of this Offer, the Sale Agreement and the performance of the terms hereof and thereof; provided further that the Sells shall not he mcpired to reimburse any curb coos armee or fen in excess of USS50,000 in negate The Buyer shall advise the Seller in writing Comments [VP3): We are swum of instances where e buyer within 48 hours following the completion of the Prepurchase Inspection if tars mak outrascou, claims in resifei of "00ffillitled" feet and therefore require a cop. Buyer accepts or rejects the Aircraft in accordance with the terms of this Vedder Price paragraph. 20141MS IS,14:00 Delivery time and The Aircraft shall be delivered by the Seller to the Buyer promptly following 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, but in no event later than sixty (6o)days after Buyer advises Seller in writing of Buyer's acceptance of the Aircraft subject to the rectification of such Discrepancies, unless otherwise agreed to in writing by the Barr*. The Aircraft shall be delivered to the Buyer at a location within Ponape to he named by the Buyer, acting reasonably, so as to avoid or mitigate the imposition of Sales Taxes in relation to the Transaction fiat which the Buyer is responsible hereunder (the "Delivery Locadon"). Post-Delivery Provided that it may he accomplished at no add nal cost to the Buyer, the Insurance Buyer shall add the Seller as an Additional Insured under the Buyer's Third Party Legal Liability insurances in respect of the Aircraft for a period of two (2) years following Delivery or until the raga major check on the Aircraft after Delivery, if that occurs earlier. Assignment This Offer is not, and the Sale Agreement between the Seller and the Buyer shall not be, assignable by either party without the consent of the other. Expenses The Seller and the Buyer shall he responsible for their own costs and expenses in relation to the Transaction unless such costs or expenses are expressly stated to be paid for by one of the parties to 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 be severally responsible fin 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 be brought by any person for the same claiming through it. Standard terms The Sale Agreement shall contain such other normal terms as are customary in transactions of this nature as required by either party, including as to the right of a party to terminate the Transaction upon Delivery not having occurred as provided above due III the failure of the other to perform its obligations under the Sale Agreement. If the Sale Agreynt,,n: I. mi Tom= mcd du,- no the Seller failure to deliver the Aircraft to the Ic. • • ,. ,nis of the EFTA01071588  Sale Agreement or otherwise defaulting in its obligations under the Sale Aercementcl-ll c Ju u..-perfrni-ini-oWipatiorw-or-othanatisotis-a-rotailt-a.4 returned promptly to the Buyer by the Escrow Agent in full and neither the Seller nor the 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 if the Sale Agreernem is .411 rennin-Red due to the Cfier failing no deliver the Airrraft w the Buyer in acconlance with the terms of the Sale Agreement or otherwise dthuhut in its obligations under the Sue Agreement then in addition to the failure-to-perlomi-n.-obligrains-uncler-abc-Sak—Agivenberie ice otherwise reimburse Buyer Gar all of Buyer's reasonably incurred and properly d teal AFL, . u and expense. c I i the Fee:purchase Inspuggg (including test flight), and the travel and lodging expenses and the fees of its pilots, consultants and other professionals incurred or billed in connection with any of this Offer, the Sale Agreement and the perfiarmance of the terms hereof and thereof provided further that the Seller shall not he required to relinhor.e my such coos expenses or fees in excess of IISSCO 000 in 191,7f4Pitt. If the Sale Agreement is so terminated due to Buyer's failure to perform or otherwise defaulting in its ohbgations under the Sale Agreement (other than as a result of the Seller failing to deliver the Aircraft tit the Buyer in accordance with the tempi of the Sale Agreement or otherwise defaulting in its obligations under the Sale Arrcemennelay-Sallaea-failairso-o. Sok. the Transaction Deposit shall be forfeited and paid to the Seller by the Escrow Agent. The definitive Sale Agreement shall he prepared by counsel to the Seller and shall supersede this Offer. Governing law This Offer and the definitive Sale Agreement shall he subject to linglish-Nta York law. Confidentiality Both the Seiler and the Buyer shall keep the terms of this Offer and the definitive Sale Agreement confidential and shall nut disclose their existence or terms other than to their professional advisers or as may be required by law. Counterparts This Offer may he signed in counterparts by the Seller and the Buyer, such counterparts together constituting but tine and the same instrument. Such counterparts may be exchanged via facsimile or other electronic transmission. We look Coward tin 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 Expiry Time duly signed on behalf of the Buyer. Yours truly For and on behalf ofPICTONII Ltd By Afire= ITTIHADIEH, Exclusive Representative EFTA01071589 ION COPY) To: Picton II Ltd. Clarendon House, Church Street, Hamilton HM QX, Bermuda Attention: Mireza ITTIHADIEH Email: Facsimile: +I 917 591 3381 Dear Sirs, Boeing Business Jet aircraft nun 29273 registration VP-BB) Letter of Offer — Sale Plan D, LLC, the "Buyer", hereby confirms the Buyer's acceptance, in accordance with in terms, of the Offer by PIM In II Ltd., the "Seller" fin- the sale of the Aircraft by the Seller to the Buyer, of which Offer, the above is a true copy. Signed, ftir and on behalf of Phn O,12.0 Signature: Name: 'fide: Date: EFTA01071590  Attachment 1 to the Letter of Offer between PICTON II Ltd and fan, vlPLAN D, 1.1.0 regarding one pre-owned Boeing Business Jet aircraft man 29273 The Specification Boeing Business Jet aircraft Aircraft nationality and registration mark VP-BBJ Nam Times and Cycles below are as at 13 November 2014 Airframe Serial Number: 29273 Manufacturer: The Boeing Company Model: 8737.7213 Boeing Business let Type Aircraft. Fixed Wing Multi-Engine MFR Year: 1998 Total Time: 3756:07 Hours To NA Cycles: 924 Weight Data Maximum Taxi Weight: 77,791 kg Maximum 'Takeoff Weight: 77.564 kg Maximum landing Weight: 60,781 kg Maximum Vero Rid 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: CBI International Model: CFM56.7B26/B1 Posn. Serial No. Total Hours Cocks Left 8'74437 3756:07 888 Right 874438 3756:07 888 Auxiliary Power Unit Serial Number: Manufacturer: Honeywell Tyr: 131-9B 'I'TSN 3468 Hours/2955 Cycles Avionics; Comm: Collins VHF-900B P/N 822.1047.003 Nav: Collins VOR-900 Receiver P/N BM-0297401 FMS: FMC. P/N 171497-05-01 HF: Collins IIFS.900 P/N 8210330.001 ADF: Collins ADF-900 R/T PN 822-0329401 DMF.: Collins DME-900 — Interrogator P/N 066-50013-0101 ATC 'Franspondet Collins TPR-901 P/N 822-1338.003 RADAR: Collins WXR-700 R/T P/N TCAS: Collins TIR-920 -- Computer change 7 P/N 622.8971-022 EGPWS: Collins GLU-920 Receiver P/N 822-1152-002 9 EFTA01071591  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 EFTA01071592  Attachment 2 to the Letter of Offer between PICTON II Ltd. and [Bey riBLA/9_EL_LLC regarding one pre-owned Boeing Business Jet aircraft ntsn 29273 The Escrow Account details Escrow Account Details - [THESE NEED TO BE CHANGED TO DETAILS FORA DIFFERENT ESCROW AGENT) Bank: Branch: ABA: Swift Code: Credit: Account Number: Phone advice: Reference: BBJ/29273NP-BBJ EFTA01071593