Letter of Intent s4

LETTER OF INTENT

[ ] aircraft msn [ ] registration mark [ ]

SUBJECT TO CONTRACT

To: [ ]

Date: [ ]

1. [ ] ("Buyer") hereby offers to purchase one [ ] aircraft with manufacturer's serial number [ ] and registration mark [ ] ("Aircraft") from [ ] ("Seller") for a purchase price of [ ] ("Purchase Price").

2. This offer is made by the Buyer subject to contract and on the condition that the Aircraft is in the Delivery Condition (as defined below) at delivery.

3. The Buyer shall position a refundable deposit of [ ] ("Deposit") with [ ] ("Escrow Agent"). The Buyer shall ensure that the Escrow Agent confirms receipt of the Deposit by no later than 5.00pm (London time) on [ ]. The fees of the Escrow Agent shall be split equally between the Buyer and the Seller.

4. Upon the signature of this letter by each of the Buyer and the Seller, the Seller shall remove the Aircraft from the market on the basis it is unavailable for sale until the earlier to occur of (i) the agreed form aircraft sale and purchase agreement being signed by all parties; and (ii) the date falling [five (5)] business days following [the Buyer's confirmation of its satisfaction with] the Initial Inspection (as defined below) ("Exclusivity Period"). Upon the expiry of the Exclusivity Period, subject to the terms of the aircraft sale and purchase agreement and the Aircraft being in the Delivery Condition at delivery, the Deposit shall become non- refundable.

5. The Aircraft is based at [ ] ("Delivery Location"). The Buyer may, at its own cost and expense, conduct a pre-purchase ground and records inspection of the Aircraft at the Delivery Location within [ ] days of the date of this letter ("Initial Inspection"). The Seller shall prepare and make available the Aircraft for the Initial Inspection and shall give the Buyer every assistance it shall reasonably require in order to complete the Initial Inspection. Within [ ] days of the Buyer completing the Initial Inspection the Buyer shall inform the Seller if the Buyer wishes to proceed with the purchase of the Aircraft.

6. Upon the Buyer confirming its satisfaction with the Initial Inspection, the Buyer and the Seller shall enter into good faith negotiations with respect to the aircraft sale and purchase agreement for the Aircraft. The [Seller's] [Buyer's] legal advisers shall prepare a draft aircraft agreement for the [Seller's] [Buyer's] review and comment within [five (5)] business days of the date on which the Buyer confirms it wishes to proceed with the purchase of the Aircraft.

7. The Seller shall ensure that the engines are enrolled on [ ] and that the airframe is enrolled on [ ] and, in respect of each programme, all payments due have been made and are up-to-date, and all maintenance, repairs and overhaul required thereunder have been implemented.

1 8. The Buyer may conduct (at the Buyer’s cost and in accordance with the terms of the aircraft sale and purchase agreement) a final inspection ("Final Inspection") of the Aircraft at the Delivery Location for the purpose of ensuring the Aircraft:

(a) is in compliance with the aircraft specification set out in schedule 1; (b) is airworthy, fully serviceable with all systems and parts working normally within their required limits; (c) is free and clear of any mortgage, charge, pledge, lien or other encumbrance; (d) has no damage history; (e) is free from any [major] corrosion; (f) has all applicable airworthiness directives and mandatory service bulletins implemented (without deferment); and (g) [ ],

(collectively, "Delivery Condition").

9. The Seller shall make available the Aircraft for the Final Inspection and shall give the Buyer every assistance it shall require in order to complete the Final Inspection.

10. In order to conduct the Final Inspection and to confirm to the Buyer's satisfaction that the Aircraft meets the Delivery Condition, the Seller shall give the Buyer an opportunity to:

(a) inspect the interior and exterior of the Aircraft; (b) inspect the engines or any parts not then installed on the Aircraft or the engines or any parts which are to be installed upon the Aircraft at delivery; (c) conduct a borescope inspection of the Engines; (d) inspect the original records, logs, manuals, technical data and other materials and documents relating to the Aircraft; (e) conduct a test flight of not more than [two (2)] hours duration for the purpose of demonstrating that the Aircraft is in the Delivery Condition; and (f) [ ].

11. Within [two (2)] business days of the Buyer completing the Final Inspection the Buyer shall inform the Seller that the Aircraft is in the Delivery Condition or that the Aircraft has discrepancies in its condition and [either] inform the Seller of the discrepancies to be rectified to put the Aircraft in the Delivery Condition [or that the Aircraft is rejected].

12. The aircraft sale and purchase agreement to be agreed by the Buyer and the Seller shall provide (without limitation) that the Aircraft is sold "as is, where is" and that the Seller shall warrant that:

(a) it is the sole and absolute legal and beneficial owner of the Aircraft; (b) upon delivery, the Seller will transfer the Aircraft to the Buyer with full title guarantee; and (c) the Aircraft is not the subject of any mortgage, charge, pledge, lien or other encumbrance.

13. At Delivery, the Seller shall provide to the Buyer:

(a) bill of sale; (b) invoice; (c) [certified copies of the aircraft sale and purchase agreement and bill of sale pursuant to which the Seller took title to the Aircraft;] (d) [Certificate of Registration;]

2 (e) [Certificate of Airworthiness;] (f) [Export Certificate of Airworthiness;] (g) [evidence that the Aircraft is free from any mortgage, charge, pledge, lien or other encumbrance;] (h) [evidence that the Aircraft is in free circulation in the European Union for VAT purposes;] and (i) [ ].

14. At delivery, the Buyer shall provide an acceptance certificate to the Seller.

15. Delivery of the Aircraft shall take place at the Delivery Location no later than [ ].

16. The Purchase Price for the Aircraft shall be payable by way of the Deposit and the balance of the Purchase Price to the Escrow Agent prior to the delivery of the Aircraft to the Buyer.

18. This letter is governed by English law and is subject to the exclusive jurisdiction of the English courts.

19. The Buyer and the Seller agree that the only binding nature of this offer shall be [the Exclusivity Period and] that the parties shall proceed in good faith with the Initial Inspection and, in the event that the Buyer confirms to the Seller its satisfaction with the Initial Inspection, with the negotiation of a aircraft sale and purchase agreement with respect to the Aircraft.

This offer shall be valid until [ ] at 5.00pm (London time). If this letter is not countersigned and dated by the Seller by such time and such signed and dated letter is not received by the Buyer on or prior to such time, this offer shall be automatically revoked and of no further effect.

Yours faithfully

………………………………………. For and on behalf of: [BUYER]

Agreed, accepted and signed for and on behalf of the Seller:

………………………………………. For and on behalf of [SELLER]

Date: [ ]