EFTA02726337.pdf

NOV-30-201 1 WED 10:37 AM ?. 061/ 1.,ETT'ER O>F LNTENT November 29, 2011 Commonwealth Bank of Australia PO Box 336 Silverwater, NSW 2128 Australia Devereaux Holdings PTY, LTD PO Box 442 Belmont, WA 6984 Australia Re: 2000 Bell 430 Helicopter, Serial N0,49063, Austmlian Registration No. VII VGG Ladies and Gentlemen: Freedom Air International, Inc. ("Purchaser") hereby expresses its intent to purchase from Commonwealth Bank of Australia/Devereaux Holdings PTY LTD ("Seller") that certain 2000 Bell 430 helicopter bearing Manufacturer's Serial No. 49063 and Australian Registration No. VII VGG, together with its equipped engines and all avionics, equipment, systems, furnishings and accessories installed on, contained in or attached to said helicopter and engines, and also including all loose equipment that is normally or currently part of the helicopter and all aircraft records and documents associated with the helicopter, 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: 1. The total purchase price for the Aircraft shall be the sum of Two Million Three Hundred Thousand U S Dollars (US$2,300,000.00), payable as follows: (a) Within five (5) business days after Seller's acceptance of this Letter of Intent ("LOT"), 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 EFTA_R1_02214064 EFTA02726337 NOV-30-2011 WED 10:38 AM P. 002/003 (b) The balance of the purchase price for the Aircraft in the amount of Two Millitm Two Hundred Thousand U.S. Dollars (US$2,200,000.00) shall be paid at the ?:* closing provided for in the Purchase Agreement, said purchase price balance to wire transferred prior to such closing into a special escrow account of the Escrqw Agent for its disbursement to the Seller at said closing upon the satisfaction of the conditions and requirements to be set forth in the Purchase Agreement Aircraft 2. The Deposit and this LOI shall be subject to the execution of a definitive written and substance mutually satigfawtor y Purchase Agreement between Seller and Purchaser in form with this to the parties, providing for the sale and purchase of the Aircraft on terms consistent 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 Agreement". written Aircraft Purchase Agreement shall herein be referred to as the "Purchase Purchaser shall provide to Seller an initial draft of the Purchase Agreement within seven (7) business days after the acceptance of this WI by Seller, and Seller and Purchaser shall undertake to execute and deliver to each other the mutually acceptable Purchase Agreement within fifteen (15) business days after the acceptance of this LOI by Seller. The Purchase Agreement shall supersede this LOI in its entirety, and, if there should be any conflicts between the provisions, of the Purchase Agreement and this LOI, the provisions of the Purrhfice Agreement shall control for all purposes. If the parties fail to enter into the Purchase Agreement within such fifteen (15) business day period, then, unless the parties agree in writing to extend the date for execution, the Escrow Agent shall, within one (1) business day after the expiration of such fifteen (15) business day period, return the Deposit to Purchaser, and neither Seller nor Purchaser shall have lay further liability to the other party. 3. The Aircraft shall be delivered with good and marketable title and free and clear of all lieiss, claims, demands and encumbrances. 4. The Aircraft shall be delivered in an airworthy condition with a valid standard qs. Certificate of Airworthiness and shall comply in all respects with the "Delivery Condition" tolbe defined and specified in detail in the Purchase Agreement. 5. A pre-purchase inspection of the Aircraft shall be conducted at a facility to be specified in the Purchase Agreement, and the scope of the pre-purchase inspection, including mechanical and records inspections, test flights and the like will also be specified in the Purchase Agreement Closing on the purchase of the Aircraft shall be subject to Purchaser's satisfaction, in Purchaser's sole discretion, with the results of the pre-purchase inspection of the Aircraft 6. This LOI will remain in effect until 5:00 p.m. EST on December 2, 2011, after which, if not accepted by Seller, it shall expire and have no further force or effect This LOI may be accepted by Seller's returning by facsimile transmission a copy hereof, sired by an authoried representative of Seller, to Darren K. Indyke, the Vicc President of Purchaser, at facsimile rio. 212-517-7779 prior to that time. 2 EFTA R1 02214065 EFTA02726338 NOY-30-2011 WED 10:39 AM P.003/003 FREEDOM AIR INTERNATIONAL, INC. eD ACCEPTED BY: COMMONWEALTH BANK OF AUSTRALIA/DEVEREAUX HOLDINGS PTY LTD By: Name: Title: Date: 3 EFTA_R1_02214086 EFTA02726339