Letter of Intent
Jet Crew Services LLC ("JCS"), a Wyoming limited liability company, 1309 Coffeen Ave Suite 2352, Sheridan, WY 82801, USA, on behalf of itself and/or its nominated purchaser (together, the "Purchaser"), offers to purchase the Aircraft described below from the Seller named above (the "Seller") on the following terms.
The Purchaser named in Step 1 (the "Purchaser") offers to purchase the Aircraft described below from its registered owner (the "Seller"), represented by Jet Crew Services LLC ("JCS"), a Wyoming limited liability company, 1309 Coffeen Ave Suite 2352, Sheridan, WY 82801, USA, on the following terms.
1. Aircraft
One (1) aircraft described in Step 2, manufacturer's serial number TBA, registration TBA, with its engines, APU, avionics, installed and loose equipment, and all logbooks, manuals and maintenance records (together, the "Aircraft"). Any serial number or registration shown as TBA will be disclosed to the Purchaser on acceptance of this Letter of Intent and stated in the Aircraft Purchase Agreement.
2. Purchase Price
The purchase price is the price entered in Step 3, payable in cleared funds through the Escrow Agent at Closing, less the Deposit.
3. Deposit
Within three (3) business days of the Seller's acceptance of this Letter of Intent, the Purchaser will wire a refundable deposit of the amount entered in Step 3 (the "Deposit") to the escrow agent (the "Escrow Agent"). The Deposit is held in escrow, is fully refundable until the Purchaser's written technical acceptance of the Aircraft, and is applied to the purchase price at Closing. The Purchaser will confirm the wire instructions by telephone directly with the Escrow Agent before sending funds. Escrow fees are shared equally by the Purchaser and the Seller.
4. Aircraft Purchase Agreement
The parties will negotiate in good faith and sign a definitive Aircraft Purchase Agreement within ten (10) business days of the Seller's acceptance of this Letter of Intent. The Aircraft Purchase Agreement will replace this Letter of Intent.
5. Pre-Purchase Inspection
The Purchaser may carry out a pre-purchase inspection of the Aircraft and its records, at its own cost, at an agreed service center. The inspection may include a full records review, a borescope inspection of the engines and APU, and a demonstration flight of up to two (2) hours. The inspection will begin within ten (10) business days of signing the Aircraft Purchase Agreement. The Seller pays for positioning the Aircraft to the inspection facility.
6. Acceptance or Rejection
Within five (5) business days of completing the inspection, the Purchaser will, in writing, either:
- accept the Aircraft as is;
- accept the Aircraft subject to the Seller correcting airworthiness discrepancies at the Seller's cost; or
- reject the Aircraft, in which case the Deposit is returned to the Purchaser in full.
7. Delivery Condition
At Closing the Aircraft will be delivered:
- in airworthy condition, with all systems functioning normally;
- with a valid Certificate of Airworthiness, or eligible for one in the Purchaser's state of registration;
- with all mandatory Airworthiness Directives and manufacturer's mandatory Service Bulletins complied with;
- with any engine, APU and airframe maintenance programs in good standing and transferred to the Purchaser where transferable;
- with complete, original and continuous logbooks and maintenance records since new;
- with no damage history, unless disclosed in writing before the Aircraft Purchase Agreement is signed; and
- with good and marketable title, free of all liens, claims and encumbrances, including any interests registered on the International Registry.
8. Closing and Delivery
Closing will take place within five (5) business days of technical acceptance, at a location agreed by the parties. Title and risk pass to the Purchaser at Closing against release of the purchase price by the Escrow Agent. The Seller arranges deregistration from its current registry; the Purchaser arranges its new registration and any import.
9. Taxes and Costs
The Purchaser pays any sales, use, import or similar taxes and duties arising from the sale, other than taxes on the Seller's income. Each party pays its own legal and advisory costs.
10. Conditions
This offer is subject to:
- the Purchaser's satisfactory pre-purchase inspection of the Aircraft and its records;
- the Purchaser passing JCS's Know Your Customer checks;
- signature of an Aircraft Purchase Agreement acceptable to both parties; and
- the Aircraft remaining available and unsold at the time of the Seller's acceptance.
11. Confidentiality and Non-Circumvention
Each party will keep the terms of this Letter of Intent, and all information about the Aircraft and its owner, confidential, except to its advisers, financiers and the Escrow Agent. The Purchaser will deal for the Aircraft only through Jet Crew Services LLC and will not approach the owner, operator or any other broker of the Aircraft directly.
12. Non-Binding Effect
This Letter of Intent is a statement of intent only and creates no obligation to buy or sell the Aircraft. Only Sections 3 (as to the refund of the Deposit), 11, 12, 13 and 15 are binding. Binding obligations to buy and sell arise only under a signed Aircraft Purchase Agreement.
13. Governing Law
The binding sections of this Letter of Intent are governed by the laws of the State of Wyoming, USA.
14. Expiry and Acceptance
This offer lapses if it has not been accepted in writing by 5:00 pm (US Mountain Time) on the date entered in Step 3. It is accepted when Dale Hillin or Wayne, as authorized representative of Jet Crew Services LLC acting for the Seller, countersigns it. JCS will email the Purchaser the countersigned copy.
15. Electronic Signature
The parties agree to sign and keep this Letter of Intent electronically. Electronic signatures and records have the same effect as handwritten signatures and paper originals under the U.S. Electronic Signatures in Global and National Commerce Act and the Uniform Electronic Transactions Act.