SALE PROSPECTUS B737-400 SIMULATOR - Turkish Airlines

SALE PROSPECTUSB737-400 SIMULATOR

SALE PROSPECTUSThis Sale Prospectus concerns the proposed sale of one B737-400 simulator (the “B734 Simulator”)which is owned by Turkish Airlines Inc. (the “Seller”). The B734 Simulator was originally received frommanufacturer new by the Seller in 1994 and has been operated under Turkish Airlines registrythroughout this period. Currently, it is used for internal as well as outside training requirements.This document contains an outline of proposed sale terms set out in section 1 and summary details ofthe B734 Simulator specification in section 2. Interested parties are invited to send proposals for theB734 Simulator to the address given below until 24 th September, 2010 at local time 17:30, Istanbul.The Seller reserves the right to make or cancel the sale or make partial or full sale which the Sellerdeems appropriate and the Seller is free to choose appropriate price proposal.Any enquiries for additional information or requests for inspection of the B734 Simulator should beaddressed to Turkish Airlines as follows:Ahmet BOLAT, PhD.SVP of Investment ManagementTÜRK HAVA YOLLARI A.O. (TURKISH AIRLINES INC.)Yatırım Yönetimi Başkanlığı (Investment Management)Genel Yönetim Binası Kat: 12Atatürk Havalimanı 34149Istanbul/TURKEYabolat@thy.com, lkonukcu@thy.com

1. Sale ConditionsThe basic conditions for the sale and purchase of the B734 Simulator will be as follows:SellerDelivery LocationEstimated Delivery DateTurkish Airlines Inc.Turkish Airlines Flight Training Academy, Istanbul, TURKEYWithin 30 days of the execution of the Sale & PurchaseAgreementThe above delivery date is an estimated date and Seller maychange such date by notification to buyer. Seller shall not beresponsible for any delay in delivery.PaymentDepositLetter of IntentSale & Purchase AgreementTransaction CostsAll payments are absolute and unconditional in cash in USD infull without any deduction or witholding on or prior to thedelivery date.A non-refundable Deposit of 10% of the purchase will bepayable on execution of the Letter of Intent.Seller & Buyer will enter into a Letter of Intent for the sale andpurhase of the B734 Simulator promptly after Seller’sacceptance of Buyer’s purchase price offer. The Letter of Intentwill be binding on the parties subject only to the receipt of theDeposit by Seller, each party’s board and any other necessaryapprovals B734 Simulator availability is subject to prior sale orwithdrawal until a Letter of Intent is signed and the Deposit isreceived by Seller. Purchaser shall be deemed to haveinspected the B734 Simulator before the delivery of his offer.Within 30 days of the execution of the Letter of Intent theparties will endeavour in good faith to enter into a Sale &Purchase Agreement in respect of the B734 Simulator. For theavoidance of doubt, should the Sale & Purchase Agreement notexecuted within 30 days from the execution of the Letter ofIntent the parties shall be released from their obligations underthe LOI and the deposit is retained and booked as income bythe Seller.Each party will be responsible for its own costs. Seller’s counselwill prepare the Letter of Intent and the Sale & PurchaseAgreement.Interest Any late payments will be charged interest at the rate of 1Month US LIBOR (displayed on the LIBOR 01 page of theReuters screen). +5% p.a for actual number of days delayedfrom due date to the actual payment date over 360 day year. Ifthe agreed page is replaced or service ceases to be available,Seller may specify another page or service displaying theappropriate rate.Governing LawDelivery ConditionIndemnityTurkish Law“As is where is”Buyer shall provide indemnities satisfactory to Seller.

2. B737-400 Simulator Technical SpecificationsOperator/Sponser : Turkish AirlinesSimulator : THY 737–400Aircraft Manufacturer : BoeingAircraft Model Number : 737 – 4Y0 (EFIS)Aerodynamic Data Revision : D6 – 38231 Rev BEngine Model : CFM56 – 3C – 1Engine Model Data Revision : D6 – 37461 Rev KFlight Controls Data Revision : D6 – 38231 Rev BFMS Identification : Boeing 10-62044FMS Revision : Update 5TCAS Fitted : TCAS CHANGE 7EGPWS Fitted : YESCargo Fire Panel : Cargo Fire Panel mod fitted.Simulator Manufacturer : Thales Training and Simulation Ltd.Simulator Model : RISCDate of Manufacture : 1994Simulator Computer : Harris Nighthawk 4800Visual System Manufacturer : Thales Training and Simulation Ltd.Visual System Model : IMAGE 600PT AWARDS 180Motion System Manufacturer : Thales Training and Simulation Ltd.Motion System Type : 6 DOF (6 Degrees Of Freedom)Current Certification : Turkish DGCA Level DTotal Flying Hours : 81418 Hours