EFTA00587262.pdf

LETTER OF INTENT January 17, 2014 ACASS Canada Ltd. 6700 Cote-de-Liesse, Suite 206 Montreal, Quebec, CANADA 1-14T 2B5 Attention: Andre Khury Re: 1997 Gulfstream Aerospace GV Serial No. •. U.S. Registration No. Gentlemen: PLAN D, LLC ("Purchaser") hereby expresses to ACASS Canada Ltd., acting as agent for an undisclosed principal ("Seller"), Purchaser's intent to purchase from Seller that certain Gulfstream Aerospace GV aircraft bearing serial number and United States registration number together with its equipped engines and all avionics, equipment, systems, furnishings and accessories installed on, contained in, attached to or included with said aircraft and engines, all items set forth on Schedule A attached hereto and all loose equipment that is normally or currently part of or included with said aircraft and engines, and also including all aircraft records and documents associated with the aircraft, all as is to be more particularly described in the definitive written Aircraft Purchase Agreement described below (collectively, the "Aircraft"), subject to the following terms and conditions: I. The total purchase price for the Aircraft shall be the sum of Thirteen Million U.S. Dollars (US$13,000,000.00), payable as follows: (a) (b) Within three (3) business days after Seller's acceptance of this Letter of Intent ("LOI"), Purchaser shall wire transfer a fully refundable Two Hundred Fifty Thousand U.S. Dollar (US$250,000.00) deposit (the "Deposit") to Insured Aircraft Title Service, Inc., Oklahoma City, Oklahoma, Attn: Joan Roberts, Vice President (the "Escrow Agent"), which Deposit shall be held in escrow and disbursed in accordance with the terms and conditions set forth in the definitive written Aircraft Purchase Agreement described below (the "Purchase Agreement"); and The balance of the purchase price for the Aircraft in the amount of Twelve Million Seven Hundred Fifty Thousand U.S. Dollars (US$12,750,000.00) shall be paid at the closing provided for in the Purchase Agreement, said purchase price balance to be wire transferred prior to such closing into a special escrow account of the Escrow Agent for its disbursement to Seller at said closing upon the EFTA00587262 satisfaction of the conditions and requirements to be set forth in the Purchase Agreement. 2. The Deposit and this LOI shall be subject to the execution of a definitive written Aircraft Purchase Agreement between Seller and Purchaser in form and substance mutually satisfactory to Seller and Purchaser, providing for the sale and purchase of the Aircraft on terms consistent with this LOI, such other terms as are typically found in transactions of the type contemplated herein and such other terms and conditions as may be mutually agreeable to Seller and Purchaser. Said definitive written Aircraft Purchase Agreement shall herein be referred to as the "Purchase Agreement". Purchaser shall provide to Seller an initial draft of the Purchase Agreement within five (5) business days after the acceptance of this LOI by Seller, and Seller and Purchaser shall undertake to execute and deliver to each other the mutually acceptable Purchase Agreement within ten (10) business days after the acceptance of this LOI by Seller. The Purchase Agreement shall supersede this LOI in its entirety, and, if there should be any conflicts between the provisions of the Purchase Agreement and this LOI, the provisions of the Purchase Agreement shall control for all purposes. If the parties fail to enter into the Purchase Agreement within such ten (10) business day period, then, unless the parties agree in writing to extend the date for execution, the Escrow Agent shall, within one (1) business day after the expiration of such ten (10) business day period, return the Deposit to Purchaser, and neither Seller nor Purchaser shall have any further liability to the other party, except as provided in paragraph 5 hereof. 3. The Aircraft shall be delivered with good and marketable title and free and clear of all liens, claims, demands and encumbrances. 4. The Aircraft shall be delivered at a location to be mutually agreed upon by Seller and Purchaser (as specified in the Purchase Agreement) in an airworthy condition with a current U.S. Certificate of Airworthiness and shall in all respects comply with the Delivery Condition to be defined and specified in detail in the Purchase Agreement. 5. A pre-purchase inspection of the Aircraft shall be conducted at a facility to be mutually agreed upon by Seller and Purchaser and specified in the Purchase Agreement, and the scope of the pre-purchase inspection, including mechanical and records inspections, test flights and the like will also be specified in the Purchase Agreement. Closing on the purchase of the Aircraft shall be subject to Purchaser's satisfaction, in Purchaser's sole discretion, with the results of the pre-purchase inspection of the Aircraft. Purchaser's acceptance or rejection of the Aircraft shall be in writing, and any acceptance by Purchaser may be conditional on Seller's correction of discrepancies identified by Purchaser in its written acceptance as a result of the pre-purchase inspection. In the event that Seller fails to correct any discrepancies identified by Purchaser in any such conditional acceptance, all costs and expenses of Purchaser's pre-purchase inspection shall be borne by Seller, and shall be paid by Seller to Purchaser in addition to the return to Purchaser of the Deposit. 6. This LOI will remain in effect until 5:00 p.m. EST on January 24, 2014, after which, if not accepted by Seller, it shall expire and have no further force or effect. This LOI may be accepted by Seller's returning by email transmission prior to that time a copy hereof, signed by an 2 EFTA00587263 authorized representative of Seller, to Darren K. Indyke, Purchaser's legal counsel, at PLAN D, LLC By: Larry Visoski Manager ACCEPTED BY: Name of Seller: By: Name: Title: Date: 3 EFTA00587264 SCHEDULE A Sec Attached ACASS Marketing Description of Aircraft 4 EFTA00587265