Invitation for Expression of Interest for change in control and management of Jet Airways

INTRODUCTION AND REQUEST FOR EXPRESSION OF INTEREST

1. Introduction
1.1 Jet Airways (India) Limited, a scheduled airline company, is engaged in the business of
providing air transport services in India and abroad.
1.2 The Company has availed of various credit facilities (the "Existing Facilities") from a
consortium of domestic Indian lenders, led by State Bank of India (details of which are
specifically set out in Appendix hereto, collectively referred to as the "Lenders").
1.3 The Company has subsequently come under financial stress and not been able to service its
payment/repayment obligations, inter alia, in relation to the Facilities.
1.4 Accordingly, the Lenders, pursuant to the guidelines issued by the Reserve Bank of India
(from time to time) (the "RBI Guidelines"), are in the process of formulation of a resolution
plan for resolving stress in the Company, inter alia, involving change in control and
management of the Company (the "Resolution Plan").
1.5 Further to undertaking the process of resolution, as aforesaid, the Lenders have appointed SBI
Capital Markets Limited as advisor/consultant to the Lenders (the "Authorised
Representative") to assist and advise the Lenders on formulation and implementation of the
Resolution Plan including assisting the Lenders in undertaking an a competitive bid process
for identification of a suitable investor to acquire Ownership of the Company, on as is where
is basis, and thereby, effect change in control and management of the Company and for
settlement of the obligations of Company in relation to the Existing Facilities (the "Proposed
Transaction").
1.6 The bid process comprises of two stages viz. (the "Bid Process"):
(i) the EOI Stage - comprising of submission and evaluation of the EOIs and selection
of the "Qualified Bidders" (as defined hereinafter); and
(ii) the Bid Stage - comprising of submission and evaluation of the Bids and selection of
the "Successful Bidder" (as defined hereinafter).

2. Request for Expression of Interest

2.1 In light of the background set out in paragraph 1 above, the Authorized Representative and
the Lead Bank, acting on behalf of the Lenders, through this EOI Document, invite
expressions of interest, including (and preferably) an indicative term-sheet, if any (each an
"EOI") from investor(s)/ consortium of investors ("Bidder(s)") having adequate capabilities
as more particularly set out in Chapter IV (Qualifications and Disqualifications) to effect the
Proposed Transaction.
2.2 Bidder meeting the requirements of the EOI Documents and selected as the "Qualified
Bidder" in the EOI Stage, shall thereafter be required to submit their Bid in accordance with
the Bid Document.
2.3 Pursuant thereto, and upon selection of the Successful Bidder in the terms of the Bid
Document, the Successful Bidder shall enter into, subject to: (i) the approval from the MOCA and DGCA, as the case may be; (ii) such other approvals as may be required to effect the
Proposed Transaction, definitive agreements in the form and manner prescribed by the
Lenders (the "Definitive Agreements"), to give effect to the Proposed Transaction.