NOTICE IS HEREBY GIVEN that on June 15, 2022 at 10 a.m. (New York time) (the “Date of Sale”) in the offices of Clifford Chance US LLP at 31 West 52nd Street, New York, NY 10019-6131, United States of America, Wilmington Trust, National Association, a national banking association, solely in its capacity as security trustee (the “Security Trustee”), will hold a public auction pursuant to section 9-610 of the New York Uniform Commercial Code and that certain aircraft mortgage and security agreement dated as of October 31, 2017 (the “Mortgage”) to offer for sale all right, title and interest of FLIP No.168 Co., Ltd. & FLIP No.169 Co., Ltd., as owner (the “Borrower”), in and to (i) one (1) Boeing 787-8 airframe with manufacturer’s serial number 39407 (the “Airframe”) equipped with two (2) Rolls-Royce Deutschland Ltd & Co KG Trent 1000-D2 engines bearing manufacturer’s serial numbers 10596 and 10591 (each an “Engine”); and (ii) any and all manuals, logs, records, technical and operational data and other materials and documents with respect to the Airframe and each Engine described above which are in the possession of the Borrower (the “Documents”). The Airframe together with its attached Engines and the Documents is referred to as the “Aircraft.”
Information relating to the Aircraft and its current leasing arrangements may be obtained by contacting mba Asset Management, as remarketing agent (the “Remarketing Agent”) (contact details below) and all bidders and others receiving or examining such information will be required to sign a confidentiality agreement and keep such information strictly confidential. The Aircraft shall be registered with the Federal Aviation Administration up to the Date of Sale but the winning bidder must make arrangements for the registration of the Aircraft after the closing of the sale.
Terms and Conditions of Sale: The Aircraft will be sold to the bidder with the highest bid (as determined by the Security Trustee), for cash (in U.S. Dollars) except as otherwise provided herein, and on other such commercially reasonable terms as the Security Trustee may determine in accordance with the bid procedures (the “Bid Procedures”), a copy of which are available upon request from the Remarketing Agent, “AS IS/WHERE IS” with all faults and without any express or implied representations or warranties whatsoever, including, without limitation, representations or warranties relating to: (i) title, merchantability, possession, quiet enjoyment, fitness for a particular purpose, or the like; or (ii) the value or quality of the Aircraft; or (iii) freedom from security interests or liens, other than the security interests created by the Borrower. Potential bidders are encouraged to perform such due diligence as they deem necessary.
Please take notice that the foregoing public auction sale does not include certain other collateral held by the Security Trustee that is not listed above. The Security Trustee informs you that any Financing Party (as such term is defined in the Mortgage) reserves the right to bid at the sale and to credit bid all or any part of the total amount of its secured claim in satisfaction or partial satisfaction of the purchase price. The Security Trustee further reserves the right: (i) on or prior to the Date of Sale, to modify, waive, or amend any terms or conditions of the sale or impose any other terms or conditions of the sale; and (ii) if the Security Trustee deems appropriate, to adjourn, delay, or terminate the sale.
Those wishing to bid must register their interest in writing with the Security Trustee no later than two (2) days prior to the Date of Sale (the “Registration Date”) and:
(i) provide, as of the Registration Date, “know-your-customer” documents in a prescribed form detailed in the Bid Procedures acceptable and satisfactory to the Security Trustee;
(ii) deliver, no later than the Registration Date, a cash deposit in an amount equal to US$100,000 into the Security Trustee’s account (details of which are specified in the Bid Procedures); and
(iii) as of the Registration Date, provide evidence, satisfactory in the sole and absolute judgment and discretion of the Security Trustee, of their creditworthiness and ability to consummate the proposed sale transaction if their bid(s) are successful.
All bidders must comply with all applicable law and export regulations (including, without limitation, United States, European Union, United Kingdom and United Nations laws and regulations). Any person wishing to attend the auction must notify the Remarketing Agent of their proposed attendance not later than the Registration Date. Bids will continue to be entertained until the Security Trustee has determined that it has received the highest bid. Closing of the sale will take place within ten (10) days after the Date of Sale or such later date as determined by the Security Trustee. Details of the KYC requirements, requirements to be met as to creditworthiness and ability to bid and the form of the sale and purchase agreement referred to above are specified in the Bid Procedures available from the Remarketing Agent on request. If any winning bidder fails to close, it will lose its cash deposit and may be held liable for the full price it bid. Any sale agreement and all other matters connected with the auction will be governed by the laws of the State of New York.
2101 Wilson Boulevard, Suite 1001
Arlington, Virginia 22201
Attention: Michael Rubinett, Vice President