EFTA01109725.pdf

LETTER OF INTENT December 28, 2011 WNP Aviation, Inc. P.O. Box 8702 Wilmington, DE 19899 Re: Gulfstream G-IV Aircraft, Serial No. 1030. U.S. Registration No. N1WP Gentlemen: JEGE, Inc. ("Purchaser") hereby expresses its intent to purchase from WNP Aviation, Inc. ("Seller") that certain Gulfstream G-IV aircraft bearing Manufacturer's Serial No. 1030 and U.S. Registration No. N1WP, together with its equipped engines and all avionics, equipment, systems, furnishings and accessories installed on, contained in or attached to said aircraft and engines, and also including all loose equipment that is normally or currently part of the aircraft and all aircraft records and documents associated with the aircraft, all as is to be more particularly described in the definitive written Aircraft Purchase Agreement described below (collectively, the "Aircraft"), subject to the following terms and conditions: I. The total purchase price for the Aircraft shall be the sum of Six Million U.S. Dollars (US$6,000,000.00), payable as follows: (a) Within five (5) business days after Seller's acceptance of this Letter of Intent ("LOI"), Purchaser shall wire transfer a fully refundable One Hundred Thousand U.S. Dollar (US$100,000.00) deposit (the "Deposit") to Insured Aircraft Title Service, Inc., Oklahoma City, Oklahoma, Attn: Joan Roberts, Vice President (the "Escrow Agent"), which Deposit shall be held in escrow and disbursed in accordance with the terms and conditions set forth in the definitive written Aircraft Purchase Agreement described below (the "Purchase Agreement"); and (b) The balance of the purchase price for the Aircraft in the amount of Five Million Nine Hundred Thousand U.S. Dollars (US$5,900,000.00) shall be paid at the closing provided for in the Purchase Agreement, said purchase price balance to be wire transferred prior to such closing into a special escrow account of the Escrow Agent for its disbursement to Seller at said closing upon the satisfaction of the conditions and requirements to be set forth in the Purchase Agreement. 2. The Deposit and this LOI shall be subject to the execution of a definitive written Aircraft Purchase Agreement between Seller and Purchaser in form and substance mutually satisfactory to the parties, providing for the sale and purchase of the Aircraft on terms consistent with this LOI, such other terms as are typically found in transactions of the type contemplated herein and such other terms and conditions as may be mutually agreeable to the parties. Said definitive EFTA01109725  referred to as the "Purchase Agreement". written Aircraft Purchase Agreement shall herein be the Purchase Agreement within seven (7) Purchaser shall provide to Seller an initial draft of and Purchaser shall undertake business days after the acceptance of this LOT by Seller, and Seller ase Agreement within fifteen to execute and deliver to each other the mutually acceptable Purch Purchase Agreement shall Seller. The (15) business days after the acceptance of this LOI by supersede this LOI in its entirety, and, if there shoul d be any conflicts between the provisions of of the Purchase Agreement shall control for the Purchase Agiccaient and this LOI, the provisions Purchase Agreement within such fifteen (15) all purposes. If the parties fail to enter into the writing to extend the date for execution, the business day period, then, unless the parties agree in the expiration of such fifteen (15) business Escrow Agent shall, within one (1) business day after r Seller nor Purchaser shall have any day period, return the Deposit to Purchaser, and neithe further liability to the other party. title and free and clear of all liens, 3. The Aircraft shall be delivered with good and marketable claims, demands and encumbrances. lly agreed upon by Seller and 4. The Aircraft shall be delivered at a location to be mutua rthy condition with a valid airwo Purchaser (as specified in the Purchase Agreement) in an all respects with the "Delivery standard U.S. Certificate of Airworthiness and shall comply in ment. Condition" to be defined and specified in detail in the Purchase Agree facility to be mutually 5. A pre-purchase inspection of the Aircraft shall be conducted at a ment, and the scope of agreed upon by Seller and Purchaser and specified in the Purchase Agree , test flights and the the pre-purchase inspection, including mechanical and records inspections purchase of the Aircraft like will also be specified in the Purchase Agreement. Closing on the tion, with the results of the shall be subject to Purchaser's satisfaction, in Purchaser's sole discre pre-purchase inspection of the Aircraft 30, 2011, after which, if not 6. This LO1 will remain in effect until 5:00 p.m. EST on December may be accepted accepted by Seller, it shall expire and have no further force or effect. This LOI hereo f, signed by an by Seller's returning by email transmission prior to that time a copy authorized ntative of Seller, to Darren K. Indyke, Purchaser's legal counsel, at JEGE, INC. EFTA01109726 WNP AVIATION, INC. By: Name: Title: Date: 3 EFTA01109727