EFTA00307699.pdf

AIRCRAFT PURCHASE AGREEMENT a THIS AIRCRAFT PURCHASE AGREEMENT (this "Agreement ") is entered into as of July 2 , 2011, by and between ASI WINGS, LW, a Delaware limited liability company ("Purchaser), whose address is 151 Farmington Avenue, Hartford, Connecticut 06156, and FREEDOM AIR INTERNATIONAL, INC., a Delaware corpor ation ("Seller"), whose address is 103 Foulk Road, Suite 202, Wilmington, Delaware 19803. RECITATIONS: Subject to the terms and conditions set forth in this Agree ment, Seller desires to sell, transfer, and deliver to Purchaser, and Purchaser desires to purchase, one used Keystone (Sikorsky) S- 76C helicopter (sometimes referred to as a S-76C++) bearin g Manufacturer's Serial No. 760750 and U.S. Registration No. N722JE, with two (2) Turbomeca Arriel 2S2 engines bearing Manufacturer's Serial Nos. 42285 and 42286, together with all avioni cs, equipment (including loose equipment), systems, furnishings and accessories installed on, contai ned in or attached to said helicopter and engines, all as is more particularly described in Exhibit A and Exhibit A-I attached hereto, and also including all airframe, engine and accessory logbooks, flight and operation manuals, maintenance and overhaul records, checklists, drawings, any issued FAA Fonn 337's, warranty documents, and all other records and paperwork relating to the above-described helico pter and engines in Seller's possession (collectively, the "Aircraft"); provided, that the term Aircra ft as used herein dots not include airframe maintenance manuals and airframe illustrated parts catalo gs as the same are being retained by Seller. NOW, THEREFORE, in consideration of the mutual promis contained, and other good and valuable consideration, the es and covenants herein parties hereto agree as follows: 1. Purchase Price; Payment. Seller agrees to sell, and purchase, the Aircraft for a total purchase price of Eleve Purchaser agrees to n Million Nine Hundred Thousand U.S. Dollars (US$ 11,900,000.00) (the "Purchase Price"), which shall be paid as follows: (a) Purchaser has placed a deposit of One Hundred Thous (US$100,000.00) (the "Deposit") with Insured Aircra and U.S. Dollars ft Title Service, Inc., Oklahoma City, Oklahoma, as escrow agent (the "Escrow Agent"), which Deposit shall be held in escrow and disbursed at the Closing (as hereinafter defined and descri bed) pursuant to the conditions and requirements set forth in this Agreement; and (b) The balance of the Purchase Price in the amount of Eleve Hundred Thousand U.S. Dollars (USS11,800,000.00) (the n Million Eight "Purchase Price Balance") shall be paid at the Closing, said Purchase Price Balance to be wire transfe rred prior to the Closing into the Special Escrow Account (as defined below) of the Escrow Agent for its disbursement to Seller at the Closing upon the satisfaction of the conditions and requirement s set forth in this Agreement. EFTA00307699  IN WITNESS WHEREOF, the parties to this caused it to be executed by their duly authorized Aircraft Purchase Agreement have representatives. SELLER: FREEDOM AIR INTERNATIONAL, INC. By: Name: Ak K . 'fla n j4 Title: i ce Pre_s PURCHASER: AS1 WINOS, LLC By: Aetna Inc., Managing Member By: Name: Title: INSURED AIRCRAFT TITLE SERVICE, INC., hereby acknowledg es receipt of the Deposit in the amount of $100,000.00 USD and an executed copy of this Aircra ft Purchase Agreement, and agrees to hold and dispose of the Deposit and, if received by it, the Purch ase Price Balance and to perform the other duties specified in the various provisions of this Agree ment in accordance with said provisions, including without limitation the provisions of Sectio ns 1.1, 5 and 6 thereof. Dated this day of July, 2011. INSURED AIRCRAFT TITLE SERVICE, INC. r A By: N. vede4.t. Nam Joan Roberts Title: Vice President 569785:00136 14 EFTA00307700  IN WITNESS WHEREOF, the parties to this Aircra caused it to be executed by their duly authorized repres ft Purchase Agreement have entatives. SELLER: FREEDOM AIR INTERNATIONAL, INC. By: Name: Title: PURCHASER: ASI WINGS, LLC By: Aetna Inc., Mana ember . SC cr,_4A,.. 71 INSURED AIRCRAFT TITLE SERVICE, INC., hereby acknowledges receipt of the Deposit in the amount of $100,000.00 USD and an executed copy of this Aircra ft Purchase Agreement, and agrees to hold and dispose of the Deposit and, if received by it, the Purcha se Price Balance and to perform the other duties specified in the various provisions of this Agreement in accordance with said provisions, including without limitation the provisions of Sectio ns 1.1, 5 and 6 thereof. Dated this day of July, 2011. INSURED AIRCRAFT TITLE SERVICE, INC. By: Namdi Joan Roberts Title: Vice President 569785:00136 14 EFTA00307701