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We are pleased to provide a sample aircraft sale and purchase agreement for your use. While every effort has been made to provide a comprehensive, accurate and current agreement, Sykes Anderson does not warrant or guarantee the content or accuracy of the agreement in any way.

THIS AGREEMENT is made on [2008]

BETWEEN:

(A) [SELLER], a company incorporated in [England] under company number [NUMBER] and whose registered office is at [ADDRESS] (Seller); and

(B)[BUYER], a company incorporated in [England] under company number [NUMBER] and whose registered office is at [ADDRESS] (Buyer).

AGREED TERMS

1 Interpretation

The definitions and rules of interpretation in this clause apply in this Agreement:-

1.1 Aircraft means the following aircraft:

1.1.1 Manufacturer:

1.1.2 Model:

1.1.3 Series:

1.1.4 Manufacturer's serial number:

1.1.5 Year of manufacture:

1.1.6 Aircraft TSN:

1.1.7 Current registration mark:

1.1.8 Certificate of airworthiness (type and date):

1.1.9 Number of engines:

1.1.10 Engine type and model:

1.1.11 Engine serial number[s]:

1.1.12 Engine TSN/TSO:

1.1.13 [Number of propellers]:

1.1.14 [[Rotor] [Propeller] type and model]:

1.1.15 [[Rotor] [Propeller] serial number[s]]:

1.1.16 Configuration:

1.1.17 Livery:

1.1.18 Interior:

together with any and all other parts, equipment and documents listed in the schedule to this Agreement;

1.2 Bill of Sale means a bill of sale [to be governed by and construed in accordance with English law and] granting good and marketable title to the Aircraft to the Buyer free and clear of all claims and encumbrances;

1.3 Delivery means delivery of the Aircraft in accordance with clause 7, as qualified by clause 8;

1.4 Delivery Date means [ ];

1.5 Delivery Place means [ ];

1.6 Deposit means the amount of [ ];

1.7 [Escrow Agent means [ ]];

1.8 Inspection Place means [ ];

1.9 Purchase Price means the purchase price for the Aircraft of [ ] and does not include any taxes, duties, levies, import or export charges or similar charges (including without limitation VAT but excluding any tax on the Seller's income or capital gains) payable in connection with the sale, Delivery or use after Delivery of the Aircraft or with this Agreement, all of which the Buyer shall bear and, upon demand, pay to the Seller;

1.10 a reference to the Seller or the Buyer includes its permitted successors and assigns;

1.11 a reference to a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);

1.12 a reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated;

1.13 a reference to any document (including this Agreement) includes such document as from time to time varied or supplemented in accordance with its terms;

1.14 clause, schedule and paragraph headings do not affect the interpretation of this Agreement;

1.15 words in the singular include the plural and in the plural include the singular;

1.16 a reference to one gender includes a reference to the other gender;

1.17 writing or written includes faxes but not email.

2 Sale and purchase of the Aircraft

2.1 The Seller hereby agrees to sell with full title guaranteeand deliver and the Buyer hereby agrees to buy and take delivery of the Aircraft on the terms and conditions of this Agreement.

2.2 [Within [ten] business days after the execution of this Agreement, all monies payable under this Agreement and all documents required to transfer title to the Aircraft from the Seller to the Buyer and any other documents to be handed over on Delivery in accordance with this Agreement shall be deposited with [the Escrow Agent] OR [an escrow agent acceptable to both parties (Escrow Agent)] whose costs shall be paid by the Buyer.]

3 Purchase Price

3.1 The Deposit is payable by the Buyer to [the Escrow Agent] OR [the Seller] on signature of this Agreement.

3.2 The balance of the Purchase Price shall be paid on or before Delivery by the Buyer to [the Escrow Agent] OR [the Seller] in full without any withholding, deduction, set-off or counterclaim whatever and shall be paid by telegraphic transfer

3.3 Time for payment of the Deposit and the balance of the Purchase Price shall be of the essence.

4 Warranties

4.1 The Seller warrants that on Delivery:-

4.1.1 the Seller will pass good title to the Aircraft to the Buyer free and clear of all liens, charges, mortgages and encumbrances;

4.1.2 [the Aircraft log books are complete and begin with the date of manufacture of the Aircraft to the present] OR [the Aircraft log books are incomplete and begin on [ ] and end on [ ]];

4.1.3 [the Aircraft is in airworthy condition];

4.1.4 the Aircraft will have a valid [certificate of airworthiness for export] [certificate of airworthiness in the standard category [and airworthiness review certificate]] issued by the [United Kingdom Civil Aviation Authority];

4.1.5 the Aircraft will conform with its description in this Agreement.

4.2 Save as expressly provided in this Agreement the Aircraft is sold 'as is', i.e. with all present faults and in its actual state and condition at the time of Delivery, and the Buyer acknowledges that it has had the opportunity to inspect and test the Aircraft before the date of this Agreement.

4.3 Save as expressly provided in this Agreement the Seller makes no warranty, representation or condition of any kind concerning the Aircraft and, in particular (without limitation), the Seller makes no warranty or representation as to airworthiness, fitness for purpose, value, condition, design, operation or performance and all warranties, representations, conditions, obligations and liability of any kind whatever, whether in contract or tort, whether express or implied, or otherwise in respect of the Aircraft are expressly excluded and in no circumstances shall the Seller be liable for any indirect, economic or consequential loss or damage. Nothing in this clause shall in any way excuse or limit the liability of the Seller in the event of fraud.

5 Indemnity

5.1 The Buyer shall indemnify and keep indemnified the Seller, its employees and agents at all times after Delivery from and against any liabilities, penalties, claims, proceedings, judgments, damages, obligations, costs and expenses of any nature whatever arising directly or indirectly out of the ownership, management, control, use or operation of the Aircraft after Delivery whether or not the Aircraft is in the ownership or possession of the Buyer and whether arising out of any defect in the Aircraft or its testing, design, use, maintenance, service, repair or modification (either before or after the date of this Agreement) or otherwise, provided that such indemnity shall not extend to any liability which would otherwise be assumed by the Seller as a result of the warranties given in clause 4.1.

5.2 The Seller will not be responsible or deemed to be in default for delays in performance of the Agreement due to reasonable causes beyond the Seller's control.

6 Inspection

6.1 Subsequent to the execution of this Agreement and the payment of the Deposit the Buyer (at its expense) shall have the right to:-

6.1.1 carry out a reasonable inspection of the Aircraft during usual business hours on the ground at the Inspection Place; and

6.1.2 request the Seller to arrange a test flight of the Aircraft with the Seller's crew and under the command of a pilot appointed by the Seller.

6.2 The Buyer shall immediately after completion of the inspection and the test flight notify the Seller of any failure of the Aircraft to comply with the terms of this Agreement and the Seller shall remedy such failure as soon as reasonably practicable.

7 Delivery

7.1 Title and risk in the Aircraft shall pass from the Seller to the Buyer on Delivery.

7.2 Delivery shall take place on the Delivery Date at the Delivery Place.

7.3 The Seller shall not be required to deliver the Aircraft to the Buyer until the Seller is satisfied that it has received or will receive the Purchase Price in full from the Buyer.

7.4 On Delivery:-

7.4.1 the Buyer shall sign and give to the Seller a delivery receipt; and

7.4.2 the Seller shall assign to the Buyer the benefit of any assignable warranties which have been given to the Seller by any manufacturer or maintainer or repairer for the Aircraft and upon reasonable request and at the Buyer's expense, the Seller shall give notice to any such other party of any such assignment, and shall give the Buyer reasonable assistance, at the Buyer's expense, in enforcing any rights of the Buyer thus arising.

7.5 [Immediately following Delivery the Seller shall give the Buyer reasonable assistance (at the Buyer's cost) to enable the Buyer to be registered as owner of the Aircraft.

8 Loss of the Aircraft or delay in Delivery

8.1 If prior to the Delivery Date the Aircraft is destroyed or in the Seller's opinion damaged beyond repair, the Seller shall notify the Buyer immediately and this Agreement shall be terminated automatically and with immediate effect and the Seller shall be released from any obligation whatever to replace or repair the Aircraft.

8.2 If prior to the Delivery Date the Aircraft is damaged in a way which does not amount to destruction, total loss or damage beyond repair, the Seller shall not be liable or deemed to be in default but the Seller shall promptly notify the Buyer of any expected delay in Delivery and its cause and estimated duration whereupon the Delivery Date shall be suspended for a period equal to the period of the expected delay for the Seller to repair the Aircraft. If Delivery is thus delayed for more than [90] days after the original Delivery Date, the Buyer may [- after such [90] day period -] OR [- after the original Delivery Date -] terminate this Agreement by [10] days’ written notice to the Seller unless the Seller effects Delivery during this period.

8.3 If Delivery does not take place on:-

8.3.1 the Delivery Date for any reason other than the Aircraft being destroyed or damaged; or

8.3.2 any postponed date notified by the Seller in accordance with clause 8.2

8.4 the Buyer may terminate this Agreement by [10] days’ written notice to the Seller unless the Seller effects Delivery during this period.

8.5 In the event of termination pursuant to this clause 8 neither party shall have any further obligation or liability to the other under this Agreement save that the Deposit and any other monies already paid and any documents already handed over shall be returned to the other party as soon as practicable.

9 Buyer’s default

9.1 If, for any reason other than the default of the Seller, the Buyer fails to fulfil its obligations when due under this Agreement (including without limitation that of paying the Deposit) the Seller [after giving [10] days’ written notice to the Buyer] shall be entitled:-

9.1.1 either to terminate this Agreement; or

9.1.2 in addition to payment demand interest at the rate of [4]% above base rate of [National Westminster Bank plc] compounded monthly from the date such monies become due until the date of payment.

9.2 If the Seller terminates this Agreement pursuant to clause 9.1.1 above, the Seller shall be entitled, at its option and without prejudice to any other rights it might have, to receive from the Buyer the amount of the Deposit as liquidated damages.

10 Notices

10.1 Any notice required to be given under this Agreement, shall be in writing and shall be delivered personally, or sent by pre-paid first-class post or recorded delivery or by commercial courier, to each party required to receive the notice as set out below:-

10.1.1 In the case of the Seller:

For the attention of:

Address:

10.1.2 In the case of the Buyer:

For the attention of:

Address:

or as otherwise specified by the relevant party by notice in writing to the other party.

10.2 Any notice shall be deemed to have been duly received:-

10.2.1 if delivered personally, when left at the address and for the contact referred to in this clause; or

10.2.2 if sent by pre-paid first-class post or recorded delivery, at 10.00 am on the second business day after posting; or

10.2.3 if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed.

10.3 A notice required to be given under this Agreement shall not be validly given if sent by email.

10.4 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

11 General

11.1 This Agreement constitutes the entire agreement between the parties in relation to its subject matter.

11.2 The Buyer acknowledges that it has placed no reliance on any statement or representation whether oral or written made by the Seller or on its behalf during the negotiations prior to the signing of this Agreement and that it has satisfied itself, in accordance with the worldwide custom in the sale and purchase of used aircraft, engines and spare parts, and by taking appropriate legal advice and in the light of the Purchase Price, that clause 4.3 is reasonable.

11.3 This Agreement may not be enlarged, modified or altered unless in writing and signed, by a person duly authorised, on behalf of each of the Seller and the Buyer.

11.4 Any part of this Agreement found by any court or other competent authority to be unenforceable shall be considered severable so as not in any way to affect the remainder of this Agreement.

11.5 The Buyer may not assign, delegate or otherwise deal with any of its rights or obligations under this Agreement but the Seller may do so upon written notice to the Buyer.

11.6 Each party agrees at the request of the other at its own cost to do anything further, or execute or deliver any further document, which is necessary to give effect to this Agreement.

11.7 The rights of neither party shall be prejudiced or restricted by any indulgence or forbearance extended by such party or by any delay in exercising or failure to exercise any right and no waiver by either party of any breach shall operate as a waiver of any other or further breach.

11.8 Each party agrees to pay their own costs in connection with the preparation, negotiation, execution and performance of this Agreement, including any costs connected with obtaining the consent of any other party with an interest in the Aircraft.

11.9 A person who is not a party to this Agreement shall not have any rights under or in connection with it by virtue of the Contracts (Rights of Third Parties) Act 1999 (or any or re-enactment thereof).

12 Law and jurisdiction

12.1 This Agreement shall be governed by and construed in accordance with English law.

12.2 The parties agree that the English courts have exclusive jurisdiction to adjudicate any dispute which arises out of or in connection with this Agreement.

13 Counterparts

This Agreement may be executed in any number of counterparts, each of which is an original and which together have the same effect as if each party had signed the same document.

Schedule

Equipment and Documents

1. Equipment

(specify)

2. Safety and survival equipment

(specify)

3. Avionics

(specify)

4. Loose equipment

(specify giving description and quantity)

5. Documents

5.1 Technical log book

5.2 Maintenance schedule

5.3 Maintenance manual (hard copy)

5.4 Illustrated parts catalogue

5.5 Wiring diagram

5.6 Fuse and circuit breaker index

5.7 Flight manual

5.8 Certificate of airworthiness

5.9 Radio licence and certificate of approval of radio installation

5.10 Weight and balance report

or such other manuals, handbooks, logs and record books relating to the Aircraft as are in the possession of the Seller at Delivery.

This Agreement has been entered into on the date stated at the beginning of it.

Signed by [DIRECTOR] .........................................

for and on behalf of Director

[SELLER]

Signed by [DIRECTOR] .........................................

for and on behalf of Director

[BUYER]

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