Closing Sikorsky sn 760750 Subject: Closing Sikorsky sn 760750 From: "George Reenstra" Date: Thu, 21 Jul 2011 08:56:47 -1000 To: "Joan Roberts" CC: "Darren Indyke" I appears that the closing will now be Monday as we need to get a letter from Turbomeca. When the closing has occurred aircraft services will have earned it's fee of 100k. Please retain that money from the funds sent by Aetna to Freedom Air. I will advise where to send them shortly thereafter Sent from my iPad This message has been scanned for viruses and dangerous content by MailScanner, and is believed to be clean. I of I 7/2112011 2:07 Ph CONFIDENTIAL Subject to Protective Order IATS - 000177 SDNY_GM_02774282 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260922 EFTA01339550
CONFIDENTIAL Contracts & Legal Subject to Protective Order IATS - 000178 SDNY_GM_02774283 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260923 EFTA01339551
iul•26.20'1 02.10 OH 4etra 000.000.0000 DELIVERY RECEIPT Sikorsky S-76C (sometimes referred to as a S-76C+1 Manufacturer's Serial No. 760422 Ni62AE Pursuant to the Aircraft Purchase Agreement (the "Agreement") dated July 18, 2011 between ASI WINGS, LLC, a Delaware limited liability company ("Seller) and FREEDOM AIR INTERNATIONAL, INC., a Delaware corporation ("Purchaser"), Purchaser hereby acknowledges the delivery and acceptance of one used Sikorsky S-76C helicopter (sometimes referred to as a S-76C+) bearing Manufacturer's Serial No. 760472 and U.S. Registration No. NI62AE, with two (2) Turbomeca Ariel 251 engines bearing Manufacturer's Serial Not 20040 and 20533TEC, together with all avionics, equipment (including loose equipment), systems, furnishings and accessories installed on, contained in or attached to said helicopter and engines, all as is more particularly described in the Agreement, and also including all airframe, engine and accessory logbooks, flight and operation manuals, maintenance and overhaul records, checklists, drawings, any issued FAA Form 337's, warranty documents, and all other records and paperwork relating to the above-described helicopter and engines in Seller's possession (collectively, the "Aircraft"); provided that the term Aircraft as used herein does not include airftame maintenance manuals and airframe illustrated parts catalogs as the same are being retained by Seller. Subject to (I) Seller's obligation to repair, at its cost and expense (not to exceed $20,000), that certain list of discrepancies as provided in, and in accordance with the provisions of, that certain letter agreement (and Schedule I thereto) dated July 26, 2011 by and between Seller and Purchaser which modifies Section 3(d) of the Agreement (the "Discrepancy Letter Agreement"), and (2) the provisions of that certain letter agreement dated July 2.6, 2011 by and among Seller, Purchaser and the Escrow Agent providing additional escrow terms as to $25,000 of the Purchase Price Balance (the "Turbomeca Escrow Letter Agreement"), Purchaser accepts the Aircraft at 420 OE p.m., on July 26, 2011An an "As Is, Were Is" condition and "With all Faults" at ft-11446)/a , (1.19),Hunt and subject to the waivers and disclaimers set forth in the Agreement that are not inconsistent with the Discrepancy Letter Agreement and the Turbomeca Escrow Letter Agreement. TOTAL TIME ON AIRFRAME AT DELIVERY: kg V/ 5 hours TOTAL TIME ON ENGINES AT DELIVERY. Engine No. I (MSN 42285): 1.; hours/cycics Engine No. 2 (MSN 42286): o2 hours/cycles TOTAL LANDINGS AT DELIVERY: Piq oI (Signalize Block and Acknowledgment on Following Page) FREEDOM AIR INTERNATIONAL INC. CONFIDENTIAL Subject to Protective Order iATS - 000179 SDNY_GM_02774284 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002 60924 EFTA01339552
1u1.26.2011 02 ID P11 Aetra 300-000-0000 By: Name: L awl etre Pity v;5fr-J-1/. Title: ( tr t Date: -1 la+.1it 2/2 STATE OF CONNECTICUT ) ) ss: COUNTY OP AL 44-'nv-1 ) The foregoing instrument was acknowledged before me this 26th day of July, 2011, by Larry Visoald, Chief Pilot and Technical Representative of Freedom Air International, loc., a Delaware corporation, on behalf "of the co /VARY PUBLIC, LAURIE B. ROTARY MYCOMIMISIONE01024004$3,1014 ONNECTICUT CONFIDENTIAL Subject to Protective Order IATS - 000180 SDNY_GM_02774285 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260925 EFTA01339553
DELIVERY RECEIPT Keystone (Sikorsky) S-76C (sometimes referred to as a S-76C-i+) Manufacturer's Serial No. 760750 N722JE Pursuant to the Aircraft Purchase Agreement (the "Agreement") dated July ig, 2011 between ASI WINGS, LLC, a Delaware limited liability company ("Purchaser"), and FREEDOM AIR INTERNATIONAL, INC., a Delaware corporation ("Seller"), Purchaser hereby acknowledges the delivery and acceptance of one used Keystone (Sikorsky) S-76C helicopter (sometimes referred to as a S-76C1-+) bearing 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 avionics, equipment (including loose equipment), systems, furnishings and accessories installed on, contained in or attached to said helicopter and engines, all as is more particularly described in the Agreement, and also including all airframe, engine and accessory logbooks, flight and operation manuals, maintenance and overhaul records, checklists, drawings, any issued FAA Form 337's, warranty documents, and all othcr records and paperwork relating to the above-described helicopter and engines in Seller's possession (collectively, the "Aircraft")- provided, that the term Aircraft as used herein does not include airframe maintenance manuals and airframe illustrated parts catalogs as the same are being retained by Seller. EDT Purchaser accepts the Aircraft at I: 01 p.m., on July at , 2011 in an "As Is, Where Is" condition and "With all Faults" at Bret inn.a Ai tn e t Har4 -6(d i CT AO. and subject to the waivers and disclaimers set forth in the Agreement. TOTAL TIME ON AIRFRAME AT DELIVERY: 8 3 .7 hours v. TOTAL TIME ON ENGINES AT DELIVERY: 50. Engine No. 1 (MSN 42285): S3.1 5/.8' hours/cycles Engine No. 2 (MSN 42286): IS fISIS.0 hours/cycles TOTAL LANDINGS AT DELIVERY: I" ASI WINGS, LLC By: Aetna Inc., Managing Member ettik44*-WeablArak, By: Name: iry&iss_ersibrat,_ Title: al taaftrak 5ecrealtf Date: •Zit l acr// (Acknowledgment Following Page) CONFIDENTIAL Subject to Protective Order IATS - 000181 SDNY_GM_02774286 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260926 EFTA01339554
STATE OF CONNECTICUT COUNTY OF 1-O1-4fCrC1 ) ss: The foregoing instrument was acknowledged before me this _Zr.o._ day of July, 2011, by Melinda Westbrook, Assistant Corporate Secretary of Aetna Inc., Managing Member of ASI Wings LLC, a Delaware limited liability company, on behalf of the company. OSIDLoor. Cno.."C‘C"<*-m NOTARY PUBLIC, STATE OF CM (Allison S. Madmils Notary Public, Comecticut My Commission Expires Feb. 28, 2013 CONFIDENTIAL Subject to Protective Order iATS - 000182 SDNY_GM_02774287 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260927 EFTA01339555



