True Blue Air Services

DETAILS

Catalog #: 109508
Catagory: Aircraft -->Rotor (Helicopters)

Price: CONTACT US
Date Added: March 21, 2020

Sale of Nine (9) x Airbus A320-neo aircraft. 1. Aircraft: The Seller desires to sell and the Buyer desires to purchase, nine (9) new Airbus, A320-Neo, YOM 2019 /2020 MSN, TBD, all equipped with two CFM Leap-1A26, Thrust Level 26,600lbs engines each A320-Neo, (and collectively, the "Aircraft") in an "As Is, Where Is" condition and subject to delivery conditions as per clause ten (10) herein. Aircraft Specification is attached hereto as Exhibit A. MSN to be released after deposit is paid into escrow account. The Aircraft are offered subject to prior sale or removal from the market until: A) Execution of this LOI agreement by the Parties, and, B) Upon payment of Deposit of cleared funds been paid into the nominated Escrow Account of the Seller, the Aircraft will be removed from the market. 2. Inspection and Delivery: A) Subject to no force- majeure occurring, the Seller shall offer the Aircraft for delivery to the Buyer, at such tax efficient location mutually agreed. B) Seller shall transfer title of the Aircraft, free and clear of any liens, charges, leases, claims, rights, interests or any encumbrances. C) The inspection dates shall be scheduled, with the dates to be mutually agreed upon by the Parties, within Fourteen (14) days of execution of this LOI, and full deposit paid. D) Purchaser will be entitled to inspect the Aircraft before delivery at the Manufacturer’s facilities, subject to the limitations and restrictions imposed by the Manufacturer. Subject always to the limitations and restrictions of the Manufacturer, Purchaser will have ten (10) days to conduct such inspection which shall include: • Inspection of documents, records and manuals; • Demonstration flight; and • Ground inspection including examination of all components and bays and an examination of the uninstalled parts and the APU. E) The delivery date shall be on or before the ………2020 or such mutually agreed delivery date. F) Seller will support the Buyer during the inspection G) Inspection will take place at Manufacturers premises H) Delivery Inspection will include; • Physical Inspection • Full power engine runs • Acceptance test flight 3. Disclaimer: The Buyer acknowledges that the Seller has agreed to sell the Aircraft to a third party. Reseller and the Current Owner have agreed to sell the Aircraft to the final buyer in accordance with fully agreed Delivery conditions in new condition. The Buyer acknowledges that Buyers rights with respect to the Delivery. Condition to the Aircraft and Buyer’s Inspection rights are derivative of Seller’s rights under its Purchase Agreement with the Current Owner. 4. Purchase Price: The current price for each aircraft is as follow: $92,519,200 US (ninety-two million five hundred and nineteen hundred United States Dollars) per A320-Neo YOM 2019/2020 aircraft. The above price is not firm and it is subject to change without any notice until a secure deposit placed for each Unit. Cash in advance payment to be deposited with the sellers nominated escrow agent. * Depending on the design weight, engine failure and the degree of adjustment selected. 5. Taxes: The Buyer shall be solely liable for and shall indemnify and hold harmless the Seller from and against all relevant taxes. All payments by Buyer to Seller shall be made free and clear of all taxes and duties, including but not limited to, withholding tax, income tax and excise tax and VAT. This LOI does not constitute a purchase or agreement to purchase the Aircraft. No such binding agreement or offer shall exist until the parties enter into a definitive Sale and Purchase Agreement for such purchase, and no purchase shall occur until all conditions precedent as set forth in such Sale and Purchase Agreement are met or waived and a closing thereunder occurs. 6. Deposit and Payment Schedule: To reserve the Aircraft, the Buyer will transfer a cash deposit of 25% for each A320-CEO, to the nominated Escrow account on behalf of the Seller immediately upon signing of the LOI. Upon payment of Deposit of cleared funds been paid into the nominated Escrow account of the Seller within 3 days of signing the LOI, the Seller will immediately remove the Aircraft from the market. Deposit shall be promptly refunded to the Buyer upon demand within fourteen (14) business days in case of the Buyer rejects the aircraft and does not complete Acceptance Certificate. Deposit is refundable in case the aircraft and records are not in compliance with the agreed Delivery Conditions and terms of the Sales and Purchase Agreement. The balance of the Purchase Price for the Aircraft, off-set by the amount paid and referenced above, will be paid in to nominated Escrow account herein upon agreed closing delivery date. The Purchase Price for each Aircraft including the deposit shall be paid by the Purchaser to an escrow account held by the Escrow Agent on the basis of the Tripartite Escrow Agreement. On or before the Delivery Date and subject to the terms and conditions of the respective Sales- and Purchase Agreement, Purchaser and Seller will instruct the Escrow Agent to release the Purchase Price to the Sellers nominated bank account in accordance with the terms of the Escrow Agreement 7. Risk of loss: Risk of Loss or destruction of the Aircraft / Aircraft engine or damage to the Aircraft / Aircraft engine will pass from the Seller only to the Buyer upon the Scheduled Delivery Date. 8. Total loss: If before Scheduled Delivery Date the Aircraft / Aircraft engine suffers a total loss, then either party may by written notice to the other terminate this agreement forthwith. 9. Delivery Conditions: The sale agreement shall provide that the Aircraft shall be delivered to the Buyer in "as is, where is", on the applicable delivery date. The manufacturer’s warranty will be transferred from Seller to the buyer. The Seller of the Aircraft shall make no representations or warranties by himself as to the condition of the Aircraft or otherwise except as to the conveyance on the sale date of all of its right, title and interest in and to the Aircraft, free of any Seller’s lien. 10. Indemnities The Buyer shall indemnify the Seller against any losses or claims in respect of the Aircraft relating to any events after Delivery. 11. General a. The draft Sale Agreement shall be prepared by the Buyer’s Legal Counsel in accordance with industry standards and furnished to the Buyer for approval within Fourteen (14) days of the agreement herein. b. The Sale Agreement shall be governed by and construed in accordance with English law, and the Seller and the Buyer shall submit to the exclusive jurisdiction of the English courts. 12. Condition’s Precedent The conditions precedent to be satisfied by the Buyer will be set out in the draft Sale Agreement and will include: a. Transaction Documents duly executed by the buyer b. Liability Insurance Certificate 13. Liability Insurance Buyer shall maintain or procure that Aircraft Third Party, Property Damage, Passenger, Baggage, Cargo and Mail and Airline General Third Party (including Products) Legal Liability Insurance is maintained in respect of the Aircraft with the Additional Assureds each named as additional assured for two years after the Delivery Date. On or before Delivery, and upon each renewal Buyer shall deliver to Seller a certificate in a form acceptable to Seller issued by the insurance brokers to Buyer, in respect of this liability insurance over that 2 (two) year period. 14. Confidentiality The terms of this LOI and the Sale Agreement shall not be disclosed by any of the parties, other than to their professional advisers; to the Seller’s financiers and to the Buyer’s proposed financiers. This restriction shall continue to apply after the expiry/termination of this term sheet without limit in point in time but shall cease to apply to information or knowledge which may come into public domain. 15. Transaction Expenses Each party shall bear its own costs in relation to the negotiation and completion of this transaction. In the event of Escrow account being used, All Escrow transaction expenses will be borne by the Buyer. 16. Law This LOI is subject to signature of the Sale Agreement before the date of ending 20th February 2020, and it is not intended to be legally binding except for the provisions of clause 7 (Deposit and Payment Schedule), clause 15 (Confidentiality) and clause 16 (Transaction Expenses) which clauses shall be governed by and construed in accordance with English law. This LOI is valid for the acceptance of the Buyer on or before the date of ending 23th January 2020, following which it will expire unless otherwise extended by the parties in writing. The parties agree with the terms and conditions of this LOI, by way of execution of this agreement by their duly authorized representatives. This agreement, signed in original ink, and scanned / emailed shall be deemed by the parties to be an original instrument, and may be executed in one or more counterparts, each of which shall be deemed to be an original. This LOI does not constitute a purchase or agreement to purchase the Aircraft. No such binding agreement or offer shall exist until the parties enter into a definitive Sale and Purchase Agreement for such purchase, and no purchase shall occur until all conditions precedent as set forth in such Sale and Purchase Agreement are met or waived and a closing thereunder occurs. Signed for and on behalf of Seller Signed: This LOI does not constitute a purchase or agreement to purchase the Aircraft. No such binding agreement or offer shall exist until the parties enter into a definitive Sale and Purchase Agreement for such purchase, and no purchase shall occur until all conditions precedent as set forth in such Sale and Purchase Agreement are met or waived and a closing thereunder occurs. General/ Aircraft Exhibit A 320-neo YOM 2019/2020 Type A320-251 NEO MSN Registration Number Airframe Status as of Manufacturer Airbus SAS YOM 2019 TSN 0 CSN 0 #may