SALE PROSPECTUS RJ SIMULATOR SALE PROSPECTUS This Sale Prospectus concerns the proposed sale of one RJ simulator (the “RJ Simulator”) which is owned by Turkish Airlines Inc. (the “Seller”). The RJ Simulator was originally received from manufacturer new by the Seller in 1997 and has been operated under Turkish Airlines registry throughout this period. Currently, it is used for outside training requirements. This document contains an outline of proposed sale terms set out in section 1 and summary details of the RJ Simulator specification in section 2. Interested parties are invited to send proposals for the RJ Simulator to the address given below until 24th 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 Seller deems appropriate and the Seller is free to choose appropriate price proposal. Any enquiries for additional information or requests for inspection of the RJ Simulator should be addressed to Turkish Airlines as follows: Ahmet BOLAT, PhD. SVP of Investment Management TÜRK HAVA YOLLARI A.O. (TURKISH AIRLINES INC.) Yatırım Yönetimi Başkanlığı (Investment Management) Genel Yönetim Binası Kat: 12 Atatürk Havalimanı 34149 Istanbul/TURKEY abolat@thy.com, lkonukcu@thy.com 1. Sale Conditions The basic conditions for the sale and purchase of the RJ Simulator will be as follows: Seller Turkish Airlines Inc. Delivery Location Turkish Airlines Flight Training Academy, Istanbul, TURKEY Estimated Delivery Date Within 30 days of the execution of the Sale & Purchase Agreement The above delivery date is an estimated date and Seller may change such date by notification to buyer. Seller shall not be responsible for any delay in delivery. Payment All payments are absolute and unconditional in cash in USD in full without any deduction or witholding on or prior to the delivery date. Deposit A non-refundable Deposit of 10% of the purchase will be payable on execution of the Letter of Intent. Letter of Intent Seller & Buyer will enter into a Letter of Intent for the sale and purhase of the RJ Simulator promptly after Seller’s acceptance of Buyer’s purchase price offer. The Letter of Intent will be binding on the parties subject only to the receipt of the Deposit by Seller, each party’s board and any other necessary approvals RJ Simulator availability is subject to prior sale or withdrawal until a Letter of Intent is signed and the Deposit is received by Seller. Purchaser shall be deemed to have inspected the RJ Simulator before the delivery of his offer. Sale & Purchase Agreement Within 30 days of the execution of the Letter of Intent the parties will endeavour in good faith to enter into a Sale & Purchase Agreement in respect of the RJ Simulator. For the avoidance of doubt, should the Sale & Purchase Agreement not executed within 30 days from the execution of the Letter of Intent the parties shall be released from their obligations under the LOI and the deposit is retained and booked as income by the Seller. Transaction Costs Each party will be responsible for its own costs. Seller’s counsel will prepare the Letter of Intent and the Sale & Purchase Agreement. Interest Any late payments will be charged interest at the rate of 1 Month US LIBOR (displayed on the LIBOR 01 page of the Reuters screen). +5% p.a for actual number of days delayed from due date to the actual payment date over 360 day year. If the agreed page is replaced or service ceases to be available, Seller may specify another page or service displaying the appropriate rate. Governing Law Turkish Law Delivery Condition “As is where is” Indemnity Buyer shall provide indemnities satisfactory to Seller. 2. RJ Simulator Technical Specifications Operator/Sponser : Turkish Airlines Simulator : THY RJ 100 Aircraft Manufacturer : British Aerospace Aircraft Model Number : RJ-100 (EFIS) Aerodynamic Data Revision : ADE-469-R-460-00-029 Issue 2 Engine Model : TEXTRON LYCOMING Engine Model Data Revision : EMC 32R. 108672 Rev J. Flight Controls Data Revision : HDO. M. 460. 270156 FMS Identification : DFGS 4068300-905 FMS Revision : REV 4 TCAS fitted : YES TCAS II Change 7 EGPWS fitted : YES Steep Approach fitted : YES Simulator Manufacturer : Reflectone Inc. Simulator Model : RISC Date of Manufacture : 1997 Simulator Computer : Harris Nighthawk 5800 Visual System Manufacturer : Evans&Sutherland (E&S) Visual System Model : E&S ESIG 3350-GT SEOS 180 X 40 Display System Motion System Manufacturer : 6 Axis Reflectone Motion System Type : 6 DOF (6 Degrees Of Freedom) Current Certification : UK CAA and Turkish DGCA Total Flying Hours : 39073 Hours LF507-1F