Re: Closing Call Information for Tomorrow Subject: Re: Closing Call Information for Tomorrow From: Darren Indyke Date: 11:03 AM To: Joan Roberts Confirmed. Darren K. Indyke Darren K. Indyke, PLLC 301 East 66th Street, 108 New York, New York 10065 The information contained in this communication is confidential, may be attorney-client privileged, and is intended only for the use of the addressee. It is the property of Darren K. Indyke, PLLC. Unauthorized use, disclosure or copying of this communication or any part thereof is strictly prohibited and may be unlawful. If you have received this communication in error, please notify us immediately by return e-mail, and destroy this communication and all copies thereof, including all attachments. Copyright of Darren K. Indyke, PLLC - @ 2011 Darren K. Indyke, PLLC — All rights reserved. On Jul 26, 2011, at 11:12 AM, Joan Roberts wrote: Correction, please confirm that at closing from the sale proceeds I should withhold $100,000.00 as Aircraft Services Group's commission and wire the balance of $11,800,000.00 to the Freedom Air account. This will confirm that I received the amount of the escrow fees in the wire received from Jeffrey Epstein. Joan Roberts Vice President Insured Aircraft Title Service, Inc. 4848 S.W. 36th Street Oklahoma City, OK 73179 1 of 4 7/26/2011 11:05 AM CONFIDENTIAL Subject to Protective Order IATS - 000150 SDNY_GM_02774255 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260895 EFTA01339523
Re: Closing Call Information for Tomorrow On 7/26/2011 10:06 AM, Joan Roberts wrote: Darren - Please confirm that from the $11,900,000.00 sale proceeds on N722JE, Sikorsky S76C++, s/n 760750, I am authorized to withhold $3,902.50 for 1/2 of the escrow fees and also $100,000.00 as commission for Aircraft Services Group/George Reenstra and wire the balance ($11,796,097.50) to the account of Freedom Air International, Inc. in accordance with the instructions you previously provided to me. Joan Roberts Vice President Insured Aircraft Title Service, Inc. 4848 S.W. 36th Street Oklahoma City, OK 73179 www.insuredaircraft.com On 7/26/2011 9:53 AM, Darren Indyke wrote: ok by me. Darren K. Indyke Darren K. Indyke, PLLC 301 East 66th Street, 106 The information contained in this communication is confidential, may be attorney-client privileged, and is intended only for the use of the addressee. It is the property of Darren K. Indyke, PLLC. Unauthorized use, disclosure or copying of this communication or any part thereof is strictly prohibited and may be unlawful. If you have received this communication in error, please notify us immediately by return e-mail, and 2 of 4 7/26/2011 11:05 AM CONFIDENTIAL Subject to Protective Order IATS - 000151 SDNY_GM_02774256 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260896 EFTA01339524
Re: Closing Call Information for Tomorrow de >troy this communication and all copies thereof, including all attachments. Copyright of Darren K. Indyke, PLLC - C) 2011 Darren K. Indyke, PLLC — All rights reserved. **•******* On Jul 26, 2011, at 10:49 AM, Ted Osgood wrote: All We are very close, but need another hour. We would like to reschedule the call for 1200 EST using the call in information below. Ted Osgood Guardian let From: Ted Osgood Sent: Monday, July 25, 2011 03:29 PM To: Black, Joseph C Keating, Joh Cc: Mike Mikolay; Mike Dwyer Subject: Closing Call Information for Tomorrow arcroft, Coreen Anthony J Jap Irena Damnjano >; George Reenstra onya Butler Joan Robe In anticipation of closing on 162AE and 722JE tomorrow morning at 10:00 AM EST, below is a conference call in number. As of right now, the outstanding issues are: 1) IR registration for Freedom Air; IATS thinks this will be done today 2) Funds from both ASI and Freedom Air 3) A letter agreement, between ASI, Freedom and IATS, concerning post closing obligations from the pre buy inspection and Turbomeca letter issues, assuming all parties are in agreement over the course of action I proposed earlier today. Call in information: 3 of 4 7/26/2011 11:05 AM CONFIDENTIAL Subject to Protective Order IATS - 000152 SDNY_GM_02774257 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260897 EFTA01339525
Re: Closing Call Information for Tomorrow 'red Osgood Aircraft Sales Director Guardian Jet, I.I.0 1445 Boston Post Road Guilford, CT 06437 www.Guardiankt.com This message has been scanned for viruses and dangerous content by MailScanner, and is believed to be clean. This message has been scanned for viruses and dangerous content by MailScanner. and is believed to be clean. This message has been scanned for viruses and dangerous content by MailScanner and is believed to be clean. or4 7/26/2011 11:0S AM CONFIDENTIAL Subject to Protective Order IATS - 000153 SDNY_GM_02774258 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260898 EFTA01339526
.ASI WINGS, LLC 151 Farmington Avenue Hartford, Connecticut 06156 July 26, 2011 Freedom Air International, Inc. 103 Foulk Road, Suite 202 Wilmington, DE 19803 Attn: Darren K. Indyke Insured Aircraft Title Service, Inc. 4848 S.W. 361" Street Oklahoma City, OK 73179 Attn: Joan Roberts, Vice President Re: Sikorsky S-76C Helicopter, Manufacturer's Serial No. 760472, U.S. Registration No. N162AE and Two (2) Turbomeca Arriel 2S1 Engines Bearing Manufacturer's Serial Nos. 20040 and 20533 TEC Ladies and Gentleman: Reference is hereby made to that certain Aircraft Purchase Agreement dated as of July 18, 2011, between ASI Wings, LLC, as Seller, and Freedom Air International, Inc., as Purchaser, and under and pursuant to which Insured Aircraft Title Service, Inc. is serving as the Escrow Agent (the "Escrow Agent"). Capitalized terms used herein shall have the meanings assigned to said terms in the above-described Aircraft Purchase Agreement (the "Purchase Agreement"). Pursuant to the Purchase Agreement, Purchaser is placing a total purchase price of $1,500,000.00 with the Escrow Agent, consisting of a deposit of $100,000.00 previously placed with the Escrow Agent and a Purchase Price Balance of $1,400,000.00 being placed with the Escrow Agent by wire transfer prior to the Closing. The primary purpose of this letter agreement is to provide that $25,000.00 of the Purchase Price Balance which would otherwise be distributed to the Seller at the Closing shall, instead, be retained by the Escrow Agent (the "$25,000.00 Retained Funds"), and shall subsequently be distributed by the Escrow Agent in accordance with the provisions of this Letter Agreement. CONFIDENTIAL Subject to Protective Order IATS - 000154 SDNY_GM_02774259 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002 60599 EFTA01339527
Freedom Air International, Inc. Insured Aircraft Title Service, Inc. July 26, 2011 Page 2 With respect to the above, Seller is awaiting a letter from Turbomeca S.A. (hereinafter "Turbomeca") stating that Turbomeca will extend the life of the pressure turbine blades in Module M04 of engine no. 1 (MSN 20040) by 300 hours or more. With respect to the above, the parties understand and agree that the S25,000.00 Retained Funds will be retained in escrow by the Escrow Agent until the earliest of the following occurs, when the Escrow Agent shall take the action indicated: (1) If Turbomeca provides the letter to Seller, with a copy to Purchaser, stating that Turbomeca will extend the life of the pressure turbine blades in Module M04 of engine no. 1 by 300 hours or more, in which event Escrow Agent shall immediately wire the $25,000.00 Retained Funds to Seller in accordance with the wire instructions previously provided by Seller to Escrow Agent; (2) If Turbomeca produces a service letter applicable to all Arriel 2S1 engines stating that the pressure turbine blades in all such engines have been granted an extension of said engines' life limit of 300 hours or more, in which event Escrow Agent shall immediately wire the $25,000.00 Retained Funds to Seller in accordance with the wire instructions previously provided by Seller to Escrow Agent; or (3) If the date of September 30, 2011 arrives and neither item (1) nor (2) above has occurred, in which event the $25,000.00 Retained Funds shall be immediately wired by Escrow Agent to Purchaser in accordance with wire instructions previously provided by Purchaser to Escrow Agent. If the $25,000.00 Retained Funds are wired by Escrow Agent to Purchaser in accordance with this item (3), then Seller shall have no further responsibility or liability to Purchaser with respect to extending the life of the above described pressure turbine blades and Purchaser shall not pursue Seller for any other remedies with respect thereto. Any signatures on this letter agreement may be transmitted via facsimile or e-mail (in pdf format), which signatures shall be deemed originals for all purposes. This letter agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original but all of which shall together constitute one and the same instrument. CONFIDENTIAL Subject to Protective Order IATS - 000155 SDNY_GM_02774260 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 0026[1900 EFTA01339528
Freedom Air International, Inc. Insured Aircraft Title Service, Inc. July 26, 2011 Page 3 If each of you concur with the above and foregoing provisions of this letter agreement, please acknowledge your approval by signing in the spaces provided below. Sincerely yours, ASI WINGS, LLC By: AETNA INC., Managing Member By: Name: Title: The above letter agreement dated July 26, 2011, is hereby approved and agreed to by each of the following: PURCHASER: FREEDOM AIR INTERNATIONAL, INC. By: Name: Title: ESCROW AGENT: INSURED AIRCRAFT TITLE SERVICE, INC. 570399:00136 CONFIDENTIAL Subject to Protective Order IATS - 000156 SDNY_GM_02774261 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002 6090 I EFTA01339529
Freedom Air International, Inc. Insured Aircraft Title Service, Inc. July 26, 2011 Page 3 If each of you concur with the above and foregoing provisions of this letter agreement, please acknowledge your approval by signing in the spaces provided below. Sincerely yours, ASI WINGS, LLC By: AETNA INC., Managing Member By: Name: Title: The above letter agreement dated July 26, 2011, is hereby approved and agreed to by each of the following: PURCHASER: FREEDOM AIR INTERNATIONAL, INC. By"A::::CLA-4-g-,-‘- V asag-C._. Name: --Ogrir-t•-• ff:e- Title: V; c_c_ Pre ceke ESCROW AGENT: INSURED AIRCRAFT TITLE SERVICE, INC. By: Name: Title: 570399:00136 CONFIDENTIAL Subject to Protective Order IATS - 000157 SDNY_GM_02774262 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002 60902 EFTA01339530
ASI Wings LLC 151 Farmington Avenue, RT32 Hartford, CT 06156 July 26, 2011 Freedom Air International, Inc. 103 Foulk Road, Suite 202 Wilmington, Delaware 19803 Attn: Darren K. Indyke Re: Sikorsky S-76C Helicopter, Manufacturer's Serial No. 760472, U.S. Registration No. N162AE and Two (2) Turbomeca Arriel 2S1 Engines Bearing Manufacturer's Serial Nos. 20040 and 20533TEC Ladies and Gentlemen: Reference is made to the Aircraft Purchase Agreement dated as of July 18, 2011, between ASI Wings LLC, as Seller and Freedom Air International, Inc. as Purchaser (the "Agreement"). Capitalized terms used herein shall have the meanings assigned to said terms in the Agreement. The primary purpose of this letter agreement is to modify Section 3(d) of the Agreement, which provides for Seller's obligation to correct the Inspection Discrepancies identified in the Inspection Report on or before the Completion Deadline at Seller's sole cost and expense. Notwithstanding the language of Section 3(d) the Agreement, Purchaser and Seller hereby agree that the sole discrepancies to be corrected are those described in Schedule I attached hereto, and that said discrepancies will not be corrected until after the Closing. Schedule I attached hereto includes written estimates of the costs to repair certain of the discrepancies noted. Purchaser and Seller further agree that the total costs which Seller shall incur in repairing the discrepancies noted in Schedule I shall not exceed the sum of $20,000.00, and that any repair costs in excess of said limit of $20,000.00 shall solely be the obligation of Purchaser. Any signature on this letter agreement may be transmitted via facsimile or email (in pdf format), which signatures shall be deemed originals for all purposes. This letter agreement may be executed in any number of counterparts and by the parties hereto on separate counterparts, each CONFIDENTIAL Subject to Protective Order IATS - 000158 SDNY_GM_02 774263 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260903 EFTA01339531
Freedom Air International, Inc. July 26, 2011 Page 2 of which counterparts when executed and delivered shall be an original but all of which shall together constitute one and the same instrument. If you concur with the above and foregoing provisions of this letter agreement, please acknowledge your approval by signing in the spaces below. ASI WINGS, LLC By: Aetna Inc., Managing Member By: Name: Title: )vok- fi torale,arreTal The above letter agreement dated July 26, 2011, is hereby approved and agreed to by: FREEDOM AIR INTERNATIONAL, INC. By: Name: Title: 570402:00136 CONFIDENTIAL Subject to Protective Order IATS - 000159 SDNY_GM_02774264 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260904 EFTA01339532
Freedo.n Air International, Inc. July 26, 2011 Page 2 of which counterparts when executed and delivered shall be an original but all of which shall together constitute one and the same instrument. If you concur with the above and foregoing provisions of this letter agreement, please acknowledge your approval by signing in the spaces below. AS1 WINOS, LLC By: Aetna Inc., Managing Member By: Name: Title: The above letter agreement dated July 26, 2011, is hereby approved and agreed to by: FREEDOM AIR INTERNATIONAL, INC. By: • Name: a vv-c • IL Title: C ✓ecida 570402.00136 CONFIDENTIAL Subject to Protective Order IATS - 000160 SDNY_GM_02774265 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002 60905 EFTA01339533
SCHEDULE 1 to LETTER AGREEMENT N162AE 1. Number 215 gage failed to self test. Engine gage needs replacing ($1,200 to $3,000]. 2. Engine exhaust ejectors need welding ($2,000 + $1,600 if nutplates/clips need replaced as well]. 3. HEI.OTRAC needs updating, AAG has estimated 10 hours to complete this if Aetna maintenance personnel are unable to accomplish, $110.00 per hour shop rate ($1,100]. 4. Left-hand main wheel assembly needs to be changed, spare wheel assembly is located at AAG currently and ready to be installed [Aetna sent part, AAG to provide labor]. CONFIDENTIAL Subject to Protective Order IATS - 000161 SDNY_GM_02774266 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002 60906 EFTA01339534
AST Wings LLC 151 Farmington Avenue, 11132 Hartford, CT 06156 July 26, 2011 Freedom Air International, Inc. 103 Foulk Road, Suite 202 Wilmington, Delaware 19803 Ann: Darren K. Indyke Re: Sikorsky S-76C Helicopter, Manufacturer's Serial No. 760472, U.S. Registration No. N162AE and Two (2) Turbomeca Arriel 251 Engines Bearing Manufacturer's Serial Nos. 20040 and 20533TEC Ladies and Gentlemen: Reference is made to the Aircraft Purchase Agreement dated as of July 18, 2011, between ASI Wings LLC, as Seller and Freedom Air International, Inc. as Purchaser (the "Agreement"). Capitalized terms used herein shall have the meanings assigned to said terms in the Agreement. The primary purpose of this letter agreement is to modify Section 3(d) of the Agreement, which provides for Seller's obligation to correct the Inspection Discrepancies identified in the Inspection Report on or before the Completion Deadline at Seller's sole cost and expense. Notwithstanding the language of Section 3(d) the Agreement, Purchaser and Seller hereby agree that the sole discrepancies to be corrected are those described in Schedule 1 attached hereto, and that said discrepancies will not be corrected until after the Closing. Schedule 1 attached hereto includes written estimates of the costs to repair certain of the discrepancies noted. Purchaser and Seller further agree that the total costs which Seller shall incur in repairing the discrepancies noted in Schedule I shall not exceed the sum of $20,000.00, and that any repair costs in excess of said limit of $20,000.00 shall solely be the obligation of Purchaser. Any signature on this letter agreement may be transmitted via facsimile or email (in pdf format), which signatures shall be deemed originals for all purposes. This letter agreement may be executed in any number of counterparts and by the parties hereto on separate counterparts, each CONFIDENTIAL Subject to Protective Order IATS - 000162 SDNY_GM_02774267 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_00260907 EFTA01339535
Freedom Air International, Inc. July 26, 2011 Page 2 of which counterparts when executed and delivered shall be an original but all of which shall together constitute one and the same instrument. If you concur with the above and foregoing provisions of this letter agreement, please acknowledge your approval by signing in the spaces below. ASI WINGS, LLC By: Aetna Inc., Managing Member By: Name: Title: The above letter agreement dated July 26, 2011, is hereby approved and agreed to by: FREEDOM AIR INTERNATIONAL, INC. 570402:00136 CONFIDENTIAL By: Name: Title: avvr..4". IC. 3 et.. &eel Subject to Protective Order IATS - 000163 SDNYGM_02 774268 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_00260908 EFTA01339536
SCHEDULE 1 to LETTER AGREEMENT N162AE 1. Number 2 T5 gage failed to self test. Engine gage needs replacing [$1,200 to $3,000]. 2. Engine exhaust ejectors need welding [$2,000 + $1,600 if nutplates/clips need replaced as well]. 3. HELOTRAC needs updating, AAG has estimated 10 hours to complete this if Aetna maintenance personnel arc unable to accomplish, $110.00 per hour shop rate [$1,100]. 4. Left-hand main wheel assembly needs to be changed, spare wheel assembly is located at AAG currently and ready to be installed [Aetna sent part, AAG to provide labor]. CONFIDENTIAL Subject to Protective Order IATS - 000164 SDNY_GM_02774269 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002 60909 EFTA01339537
ASI WINGS, LLC 151 Farmington Avenue Hartford, Connecticut 06156 July 26, 2011 Freedom Air International, Inc. 103 Foulk Road, Suite 202 Wilmington, DE 19803 Attn: Darren K. Indyke Insured Aircraft Title Service, Inc. 4848 S.W. Street Oklahoma City, OK 73179 Attn: Joan Roberts, Vice President Re: Sikorsky S-76C Helicopter, Manufacturer's Serial No. 760472, U.S. Registration No. N162AE and Two (2) Turbomeca Arriel 2S1 Engines Bearing Manufacturer's Serial Nos. 20040 and 20533 TEC Ladies and Gentleman: Reference is hereby made to that certain Aircraft Purchase Agreement dated as of July 18, 2011, between ASI Wings, LLC, as Seller, and Freedom Air International, Inc., as Purchaser, and under and pursuant to which Insured Aircraft Title Service, Inc. is serving as the Escrow Agent (the "Escrow Agent"). Capitalized terms used herein shall have the meanings assigned to said terms in the above-described Aircraft Purchase Agreement (the "Purchase Agreemenr). Pursuant to the Purchase Agreement, Purchaser is placing a total purchase price of $1,500,000.00 with the Escrow Agent, consisting of a deposit of $100,000.00 previously placed with the Escrow Agent and a Purchase Price Balance of $1,400,000.00 being placed with the Escrow Agent by wire transfer prior to the Closing. The primary purpose of this letter agreement is to provide that $25,000.00 of the Purchase Price Balance which would otherwise be distributed to the Seller at the Closing shall, instead, be retained by the Escrow Agent (the "$25,000.00 Retained Funds"), and shall subsequently be distributed by the Escrow Agent in accordance with the provisions of this Letter Agreement. CONFIDENTIAL Subject to Protective Order IATS - 000165 SDNY_GM_02774270 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002609 10 EFTA01339538
Freedom Air International, Inc. Insured Aircraft Title Service, Inc. July 26, 2011 Page 2 With respect to the above, Seller is awaiting a letter from Turbomeca S.A. (hereinafter "Turbomeca") stating that Turbomeca will extend the life of the pressure turbine blades in Module M04 of engine no. 1 (MSN 20040) by 300 hours or more. With respect to the above, the parties understand and agree that the $25,000.00 Retained Funds will be retained in escrow by the Escrow Agent until the earliest of the following occurs, when the Escrow Agent shall take the action indicated: (1) If Turbomeca provides the letter to Seller, with a copy to Purchaser, stating that Turbomeca will extend the life of the pressure turbine blades in Module M04 of engine no. 1 by 300 hours or more, in which event Escrow Agent shall immediately wire the $25,000.00 Retained Funds to Seller in accordance with the wire instructions previously provided by Seller to Escrow Agent; (2) If Turbomeca produces a service letter applicable to all Arriel 2S1 engines stating that the pressure turbine blades in all such engines have been granted an extension of said engines' life limit of 300 hours or more, in which event Escrow Agent shall immediately wire the $25,000.00 Retained Funds to Seller in accordance with the wire instructions previously provided by Seller to Escrow Agent; or (3) If the date of September 30, 2011 arrives and neither item (1) nor (2) above has occurred, in which event the $25,000.00 Retained Funds shall be immediately wired by Escrow Agent to Purchaser in accordance with wire instructions previously provided by Purchaser to Escrow Agent. If the $25,000.00 Retained Funds are wired by Escrow Agent to Purchaser in accordance with this item (3), then Seller shall have no further responsibility or liability to Purchaser with respect to extending the life of the above described pressure turbine blades and Purchaser shall not pursue Seller for any other remedies with respect thereto. Any signatures on this letter agreement may be transmitted via facsimile or e-mail (in pdf format), which signatures shall be deemed originals for all purposes. This letter agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original but all of which shall together constitute one and the same instrument. CONFIDENTIAL Subject to Protective Order IATS - 000166 SDNY_GM_02774271 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002609 I I EFTA01339539
ASI WINGS, LLC 151 Farmington Avenue Hartford, Connecticut 06156 July 26, 2011 Freedom Air International, Inc. 103 Foulk Road, Suite 202 Wilmington, DE 19803 Attn: Darren K. Indyke Insured Aircraft Title Service, Inc. 4848 S.W. 36m Street Oklahoma City, OK 73179 Attn: Joan Roberts, Vice President Re: Sikorsky S-76C Helicopter. Manufacturer's Serial No. 760472, U.S. Registration No. N162AE and Two (2) Turbomeca Arriel 2S1 Engines Bearing Manufacturer's Serial Nos. 20040 and 20533 TEC Ladies and Gentleman: Reference is hereby made to that certain Aircraft Purchase Agreement dated as of July 18, 2011, between ASI Wings, LLC, as Seller, and Freedom Air International, Inc., as Purchaser, and under and pursuant to which Insured Aircraft Title Service, Inc. is serving as the Escrow Agent (the 'Escrow Agent"). Capitalized terms used herein shall have the meanings assigned to said terms in the above-described Aircraft Purchase Agreement (the "Purchase Agreement"). Pursuant to the Purchase Agreement, Purchaser is placing a total purchase price of $1,500,000.00 with the Escrow Agent, consisting of a deposit of $100,000.00 previously placed with the Escrow Agent and a Purchase Price Balance of $1,400,000.00 being placed with the Escrow Agent by wire transfer prior to the Closing. The primary purpose of this letter agreement is to provide that $25,000.00 of the Purchase Price Balance which would otherwise be distributed to the Seller at the Closing shall, instead, be retained by the Escrow Agent (the '525,000.00 Retained Funds"), and shall subsequently be distributed by the Escrow Agent in accordance with the provisions of this Letter Agreement. CONFIDENTIAL Subject to Protective Order IATS - 000167 SDNv_Grd_o2774272 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260912 EFTA01339540
Freedom Air International, Inc. Insured Aircraft Title Service, Inc. July 26, 2011 Page 2 With respect to the above, Seller is awaiting a letter from Turbomeca S.A. (hereinafter "Turbomeca") stating that Turbomeca will extend the life of the pressure turbine blades in Module M04 of engine no. 1 (MSN 20040) by 300 hours or more. With respect to the above, the parties understand and agree that the $25,000.00 Retained Funds will be retained in escrow by the Escrow Agent until the earliest of the following occurs, when the Escrow Agent shall take the action indicated: (1) If Turbomeca provides the letter to Seller, with a copy to Purchaser, stating that Turbomeca will extend the life of the pressure turbine blades in Module M04 of engine no. 1 by 300 hours or more, in which event Escrow Agent shall immediately wire the $25,000.00 Retained Funds to Seller in accordance with the wire instructions previously provided by Seller to Escrow Agent; (2) If Turbomeca produces a service letter applicable to all Arriel 2S1 engines stating that the pressure turbine blades in all such engines have been granted an extension of said engines' life limit of 300 hours or more, in which event Escrow Agent shall immediately wire the $25,000.00 Retained Funds to Seller in accordance with the wire instructions previously provided by Seller to Escrow Agent; or (3) If the date of September 30, 2011 arrives and neither item (1) nor (2) above has occurred, in which event the $25,000.00 Retained Funds shall be immediately wired by Escrow Agent to Purchaser in accordance with wire instructions previously provided by Purchaser to Escrow Agent. If the $25,000.00 Retained Funds are wired by Escrow Agent to Purchaser in accordance with this item (3), then Seller shall have no further responsibility or liability to Purchaser with respect to extending the life of the above described pressure turbine blades and Purchaser shall not pursue Seller for any other remedies with respect thereto. Any signatures on this letter agreement may be transmitted via facsimile or e-mail (in pdf format), which signatures shall be deemed originals for all purposes. This letter agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original but all of which shall together constitute one and the same instrument. CONFIDENTIAL Subject to Protective Order IATS - 000168 SDNY_GM_02774273 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260913 EFTA01339541
Freedom Air International, Inc. Insured Aircraft Title Service, Inc. July 26, 2011 Page 3 If each of you concur with the above and foregoing provisions of this letter agreement, please acknowledge your approval by signing in the spaces provided below. Sincerely yours, ASI WINGS, LLC By: AETNA INC., Managing Member By: Name:l egs:inn:& i s o Seationi The above letter agreement dated July 26, 2011, is hereby approved and agreed to by each of the following: PURCHASER: FREEDOM AIR INTERNATIONAL, INC. By: Name: Title: ESCROW AGENT: INSURED AIRCRAFT TITLE SERVICE, INC. By: Name: Title: 570399:00136 CONFIDENTIAL Subject to Protective Order IATS - 000169 SDNY_GM_02774274 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260914 EFTA01339542
Freedom Air International, Inc. Insured Aircraft Title Service, Inc. July 26, 2011 Page 3 If each of you concur with the above and foregoing provisions of this letter agreement, please acknowledge your approval by signing in the spaces provided below. Sincerely yours, ASI WINGS, LLC By: AETNA INC., Managing Member By: Name: Title: The above letter agreement dated July 26, 2011, is hereby approved and agreed to by each of the following: PURCHASER: FREEDOM AIR INTERNATIONAL, INC. By: CLA-Aa-vc- V \c25LZt-- Name: Tvrit- Title: V Pv-e ie Lk ESCROW AGENT: INSURED AIRCRAFT TITLE SERVICE, INC. By: Name: Title' 570399:00136 CONFIDENTIAL Subject to Protective Order IATS - 000170 SONYGrd_o2774275 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260915 EFTA01339543
Freedom Air International, Inc. Insured Aircraft Title Service, Inc. July 26, 2011 Page 3 If each of you concur with the above and foregoing provisions of this letter agreement, please acknowledge your approval by signing in the spaces provided below. Sincerely yours, ASI WINGS, LLC By: AETNA INC., Managing Member By: Name: Title: The above letter agreement dated July 26, 2011, is hereby approved and agreed to by each of the following: PURCHASER: FREEDOM AIR INTERNATIONAL, INC. By: Name: Title: ESCROW AGENT: 57039900136 INSURED AIRCRAFT TITLE SERVICE, INC. CONFIDENTIAL Subject to Protective Order IATS - 000171 SDNY_GM_02774276 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002609 1 6 EFTA01339544






