Executed and Notarized Aircraft Delivery Receipt Subjec : Executed and Notarized Aircraft Delivery Receipt From: 'Dennis, Anthony Y <[email protected]> Date: 1:07 PM To: George Reenstra Ted Osgood CC: Mike Mikola Mike Dwyer Please see attached. This e-mail may contain confidential or privileged information. If you think you have received this e-mail in error, please advise the sender by reply e-mail and then delete this e-mail immediately. Thank you. Aetna This message has been scanned for viruses and dangerous content by AailScanner, and is believed to be clean. —Attachments: [Untitled].pdf lot" 63.9 KB 7/26/2011 1:16 PM CONFIDENTIAL Subject to Protective Order IATS - 000183 SDNY_GM_02774288 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260928 EFTA01339556
PRELIMINARY ACCEPTANCE CERTIFICATE Sikorsky S-76C (sometimes referred to as a S-76C+) Manufacturer's Serial No. 760472 NI62AE Pursuant to the Aircraft Purchase Agreement dated July 18, 2011 (the "Agreement") between AM WINOS, LLC, a Delaware limited liability company ("Seller"), and FREEDOM AIR INTERNATIONAL, INC., a Delaware corporation ("Purchaser"), Purchaser hereby confirms that Purchaser has completed its Pre-Purchase Inspection of the Aircraft in accordance with the Agreement on the date written below, and Purchaser has (check one): Accented the Aircraft as is. ba Accepted the Aircraft subject to (1) 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 agiceuient dated July 26, 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"). fteiected the Aircraft. FREEDOM AIR INTERNATIONAL, INC. By: e: Title: Date: v. a. CONFIDENTIAL Subject to Protective Order IATS - 000184 SDNYGM_02 774289 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_00260929 EFTA01339557
PRELIMINARY ACCEPTANCE CERTIFICATE Keystone (Sikorsky) S-76C (sometimes referred to as a S-76O1-1-1 km ilLifind i nj aaftgisl N722.1E Pursuant to the Aircraft Purchase Agreement dated July la , 2011 (the "Agreement") between ASI WINGS, LLC, a Delaware limited liability company ("Purchaser'), and FREEDOM AIR INTERNATIONAL, INC., a Delaware corporation ("Seller), Purchaser hereby confirms that Purchaser has completed its Pre-Purchase Inspection of the Aircraft in accordance with the Agreement on the date written below, and Purchaser has (check one): Accented the Aircraft as is. Accented the Aircraft subject to Seller's repairing the discrepancies necessary for Seller to deliver the Aircraft to Purchaser in the condition required by Section 2 of the Agreemert. Said discrepancies are itemized on the attachment to this Preliminary Acceptance Certificate. Egjggtal the Aircraft. ASI WINGS, LLC By: Aetna Inc., Managing Member By: `'( -1(1t, Cal\reArtkifttrileC) Name: Clif4A Title: Date: CONFIDENTIAL Subject to Protective Order IATS - 000185 SDNY_GM_02774290 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260930 EFTA01339558
FELLERS SNIDER ATTORNEYS AND COUNSELLORS AT LAW FELLERS WAWA AL ANKENSRO RAM" L IOgNS.IC OKLAHOMA CITY • TULSA JAP W. EILAMIENSHIP OF MAIM W0SI 27 7-0621 PRRATATTWOAMWTorwAs cow July 18, 2011 VIA E-MAIL Ms. Tanya Butler Insured Aircraft Title Service, Inc. 4848 S.W. 36th Street Oklahoma City, OK 73179 Re: Keystone (Sikorsky) S-76C Helicopter, U.S. Registration No. N722JE MSN 760750 Dear Tanya: Pursuant to our telephone conference this afternoon, attached is a copy of the Aircraft Purchase Agreement dated as of July 18, 2011, entered into between our client, ASI Wings, LLC, as Purchaser, and Freedom Air International, Inc., as Seller (the 'Agreement"). As you know, your Company is holding in escrow the deposit of $100,000.00 described in Section 1(a) of the Agreement. The duties of your Company, as Escrow Agent, are set forth in various provisions of the Agreement, including, without limitation, the provisions of Sections 1.1, 5 and 6 thereof. Please cause the Agreement to be executed on behalf of Insured Aircraft Title Services, Inc. on page 14 and forward me a pdf copy of that page as dated and executed. If you or others should have any questions regarding the above or the attachment, please let me know. Thank you for your assistance and cooperation. JWB:nv:sessetoolas Attachment Sincerely, p W. Blankenship For the Firm 100 NORTH BROADWAY, SUITE 1700 OKLAHOMA WY, OKLAHOMA 731024820 www.lellerssnider. corn TELEPHONE 405.232.0821 ■ FAX 405.232.9859 CONFIDENTIAL Subject to Protective Order IATS - 000186 SDNY_GM_02774291 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0026093 EFTA01339559
Ms. Tanya Butler July 18, 2011 Page 2 xc: Ms. Coreen Marcroft (copy of letter and Aircraft Purchase Agreement via e-mail) Mr. Todd Osgood (copy of letter and Aircraft Purchase Agreement via e-mail) Darren Indyke, Esq. (copy of letter and Aircraft Purchase Agreement via e-mail) Anthony Dennis, Esq. (copy of letter and Aircraft Purchase Agreement via e-mail) Irena Damnjanoska, Esq. CONFIDENTIAL Subject to Protective Order IATS - 000187 SDNY_GM_02774292 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260932 EFTA01339560
AIRCRAFT PURCHASE AGREEMENT THIS AIRCRAFT PURCHASE AGREEMENT (this "Agreement") is entered into as of July i2 2011, by and between ASI WINGS, LLC, a Delaware limited liability company ("Purchaser"), whose address is 151 Farmington Avenue, Hanford, Connecticut 06156, and FREEDOM AIR INTERNATIONAL INC., a Delawarecorporation("Seller"), whose address is 103 Foulk Road, Suite 202, Wilmington, Delaware 19803. RECITATIONS' Subject to the 'emu and conditions set forth in this Agreement, Seller desires to sell, transfer, anddeliver to Purchaser, and Purchaser desires to purchase,one used Keystone (Sikorsky) S- 76C helicopter (sometimes referred to as a S-76C++) bearing Manufacturer's Serial No. 760750 and U.S. Registration No. N722JE, with two (2) Thrbomeca Arnel 2S2 engines bearing Manufacturer's Serial Nos. 42285 and 42286, together with all avionics, equipment (including loose equipment), systems, furnishings and accessories Stalled on, contained 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 Form 337's, warranty documents, and al I 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 airframe maintenance manuals and airframe illustrated parts catalogs as the same are being retained by Seller. NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, and other good and valuable consideration, the parties hereto agree as follows: 1. Purchase Price; Payment. Seller agrees to sell, and Purchaser agrees to purchase, the Aircraft for a total purchase price of Eleven Million Nine Hundred Thousand U.S. Dollars (USS 11,900,000.00) (the "Purchase Price"), which shall be paid as follows: (a) Purchaser has placed a deposit of One Hundred Thousand U.S. Dollars (USS100,000.00) (the "Deposit") with Insured Aircraft 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 described) pursuant to the conditions and requirements set forth in this Agreement; and (b) The balance of the Purchase Price in the amount of Eleven Million Eight Hundred Thousand U.S. Dollars (USSI 1,800,000.00) (the "Purchase Price Balance") shall be paid at the Closing, said Purchase Price Balance to be wire transferred 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 requirements set forth in this Agreement. CONFIDENTIAL Subject to Protective Order IATS - 000188 SDNY_GM_02774293 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260933 EFTA01339561
1.1 Establishment of Special Escrow Account. The Deposit has been wire transferred to the general escrow account of Escrow Agent maintained at International Bank of Commerce, 3817 N.W. Expressway, Suite 100, Oklahoma City, Oklahoma 73112. Upon the execution of this Agreement, the Escrow Agent shall promptly cause the Deposit to be transferred to, and maintained in, a special escrow account at said Bank created and maintained solely and exclusively for the purpose of this transaction (the "Special Escrow Account"); and Escrow Agent shall thereupon provide Seller and Purchaser with the number of the Special Escrow Account and any other information pertinent thereto. The Deposit shall be held in escrow by Escrow Agent in the Special Escrow Account, and shall be refundable to Purchaser unless the same becomes nonrefundable in accordance with the express provisions of this Agreement. The Escrow Agent shall not place or hold any funds in the Special Escrow Account except for the funds received in connection with this transaction (namely, the Deposit and the Purchase Price Balance). 2. Condition of the Aircraft. (a) At the time of Seller's delivery of the Aircraft at the Closing, the Aircraft shall be in the following condition (the "Delivery Condition"): (i) The Aircraft shall be in an airworthy condition, with a current and valid U.S. Certificate of Airworthiness, and with all systems, components, installed equipment, and engines in operating condition and functioning in accordance with manufacturer's specifications. (ii) The Aircraft shall be current on the manufacturer's recommended maintenance program with all hourly and calendar inspections current through the date of delivery. (iii) The Aircraft shall be in compliance with all applicable FAA Airworthiness Directives and Manufacturer's Mandatory Service Bulletins. (iv) The Aircraft shall be free of damage history and corrosion except as otherwise disclosed on Exhibit B attached hereto. (v) Title to the Aircraft shall be free and clear of all liens, claims and encumbrances at the time title is transferred at the Closing with Seller able to convey good and marketable title to the Aircraft. (vi) The Aircraft shall have current, complete and continuous logbooks from the date of manufacture to the Closing Date, and with all manuals, data, technical records, task cards and information back-to-manufacturer on all life limited parts of the Aircraft. (vii) The Aircraft shall conform to the specifications set forth on Exhibit A attached hereto. (viii) The Aircraft shall be registered on the United States Civil Aviation 2 CONFIDENTIAL Subject to Protective Order IATS - 000189 SDNY_GM_02774294 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260934 EFTA01339562
Registry. (ix) The Aircraft shall be in the same condition as it was upon completion of the Pre-Purchase Inspection and after the correction of any Inspection Discrepancies (as hereinafter defined). 3. Pre-Purchase Inspection. (a) Purchaser,or its agent, shall have a right to perform a pre-purchase inspection of the Aircraft at the facility of Associated Aircraft Group, Inc. located in Poughkeepsie, New York, or, if not there, at another Sikorsky service center agreed upon by the parties in writing (the "Inspection Facility"). Seller, at Seller's sole cost and expense, shall position the Aircraft at the Inspection Facility no later than three (3) business days after this Agreement is executed by both Purchaser and Seller. Such pre-purchase inspection shall consist of a Sikorsky Airframe 100-hour Inspection and a Turbomeca Arriel 252 Engines 100-hour Inspection, an initial test flight of not more than two (2) hours duration, and such other inspections as may be requested by Purchaser and agreed to by Seller which are necessary to determine that the Aircraft is in the Delivery Condition required in Section 2 above (collectively, the "Pre-Purchase Inspection"). The Pre-Purchase Inspection shall commence within three (3) days after the Aircraft is positioned at the Inspection Facility. The costs of the Pre-Purchase Inspection and fuel costs for the test flight will be at Purchaser's expense. (b) Upon completion of the Pre-Purchase Inspection, and the issuance of a written report thereof by the Inspection Facility to both Purchaser and Seller (the "Inspection Report"), Purchaser shall, in its sole discretion, accept or reject the Aircraft not later than three (3) business days after Purchaser's receipt of the Inspection Report from the Inspection Facility. The Inspection Report shall include written estimates of the costs to repair each of the discrepancies noted. Such acceptance or rejection shall be evidenced by Purchaseescompletion and execution of a preliminary acceptance certificate in the form of that attached hereto as Exhibit C (the "Preliminary Acceptance Certificate"). (c) If, pursuant to subsection (b) above, Purchaser, in its sole discretion, rejects the Aircraft, Purchaser shall be responsible for and shall pay the costs ofthe Pre-Purchase Inspection and also Seller's fuel costs and pilot expense incurred in returning the Aircraft from the Inspection Facility to Seller's home base (unless Purchaser rejects the Aircraft due to the Aircraft's having any damage history other than the damage history, if any, disclosed on Exhibit El hereto, in which event Seiler shall pay all of the foregoing costs), the Escrow Agent shall immediately reftmd, in full, the Deposit to Purchaser, this Agreement shall terminate and neither party shall have any further liability or obligation to the other. (d) If Purchaser accepts the Aircraft, as evidenced by Purchaser's execution and delivery of the Preliminary Acceptance Certificate to both Escrow Agent and Seller, the Deposit shall become nonrefundable to Purchaser except as provided in Section 10(b) below and subject to Seller's causing to be corrected at Seller's sole cost and expense at the Inspection Facility, or such other facility as shall be approved in writing by both Purchaser and Seller, all discrepancies identified in the Inspection Report (the "Inspection Discrepancies") that must be corrected in order 3 CONFIDENTIAL Subject to Protective Order IATS - 000190 SDNY_GM_02774295 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260935 EFTA01339563
for Seller to deliver the Aircraft to Purchaser at the Closing (as hereinafter defined) in the Delivery Condition prescribed in Section 2 above. Seller agrees in such event to cause such Inspection Discrepancies to be so corrected in accordance herewith on or before the Completion Deadline (as hereinafter defined), at Seller's sole cost and expense. As used herein, the Completion Deadline shall mean within ten (10) business days after Seller's receipt of an executed Preliminary Acceptance Certificate from Purchaser (as such deadline may be extended by Purchaser from time-to-time by written notice to Seller). (e) Upon completion of the work required as reflected in the InspectionReport, if any, Purchaser shall have the right, at its expense, to require an additional test flight of the Aircraft, with a duration not to exceed two (2) hours, to determine if the Inspection Discrepancies identified in the Inspection Report have been corrected. 4. International Reeistry At least five (5) days prior to the Closing, Seller and Purchaser shall have each, at their own expense, obtained approval on the International Registry at bflos:llwww.intemationalreeistry.aerg to be a Transacting User Entity and such approvals shall be a condition for closing. Prior to the Closing, Seller and Purchaser shall each designate the Escrow Agent as Seller's and Purchaser's Professional User Entity for purposes of requesting and providing consent to the registration of a searchable Contract of Sale (which is the parlance of the International Registry for a Bill of Sale) evidencing the transfer of title to the airframe and the two (2) engines of the Aircraft from Seller to Purchaser. 5. Closing and Delivery. (a) The closing of this transaction ("the Closing") and delivery of the Aircraft to Purchaser shall take place at Purchaser's hanger facility at Brainard Airport in Hartford, Connecticut or at such other place as the parties may subsequently agree upon in writing ("the Closing Place"), within three (3) business days after the Completion Deadline, but in no event later than August 3I, 2011, unless the panicssubsequentlyagree upon a later date in writing ("the Closing Date"). Seller and Pu rchascr hereby acknowledge that the passing of title, possession and delivery of the Aircraft shall take place within the state in which the Closing Place is located. The fuel costs and the expenses of Seller's flight crew in flying the Aircraft from the Inspection Facility to the Closing Place shall be borne by Purchaser. (b) Prior to the Closing, the following deliveries shall be made to the Escrow Agent by the responsible party indicated: (i) At least two (2) days prior to the Closing Date, Sellershall deliver the following to Escrow Agent: (A) A Warranty Bill of Sale in the form attached hereto as Exhibit D transferring title to the Aircraft to Purchaser duly executed by an officer or manager of Seller, with his or her title shown, but undated (the "Warranty Bill of Sale"); and 4 CONFIDENTIAL Subject to Protective Order IATS - 000191 SDNY_GM_02774296 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260936 EFTA01339564
(B) All releases of liens, terminations or other documents which may be necessary to enable Seller to transfer good and marketable title to the Aircraft to Purchaser free and clear of all liens, claims and encumbrances (the "Curative Documents"). (ii) On or before the Closing Date, Purchaser shall deliver or cause to be delivered to Escrow Agent the following: (A) The Purchase Price Balance, which Purchase Price Balance shall be wire transferred into the Special Escrow Account of Escrow Agent in accordance with wire transfer instructions to be provided to Purchaser by Escrow Agent prior to the Closing Date; and (B) An Application for Aircraft Registration (AC Form 8050.1) covering the airframe of the Aircraft duly executed by Purchaser but undated (the "Application for Registration"). (iii) In addition to the documents described above, Seller and/or Purchaser may deliver or cause to be delivered to Escrow Agent such other documents and with such instructions as may be subsequently agreed upon in writing by the parties hereto and the Escrow Agent. The documents described in subparagraphs (i), (ii) and (iii) of this paragraph 5(b) are hereinafter referred to collectively as the "Escrow Documents". (c) Prior to the Closing Date, each of Seller, Purchaser and Escrow Agent shall notify each of the others in writing (either by correspondence, fax or e-mail) of the name or names and telephone number of each representative of the respective panics which is to participate in the conference call to be conducted in connection with the Closing (haeinafter the"Closing Conference Call"). The Closing Conference Call shall be originated by Purchaser on the Closing Date at on or about 10:00 a.m.,U.S. Central Daylight Time, so as to complete the Closing, including the filing of the Escrow Documents with the FAA Registry in Oklahoma City, Oklahoma, prior to the closing of that office on the Closing Date. (d) At the Closing, and after the representatives of each of Seller, Purchaser and Escrow Agent have each announced their attendance on the Closing Conference Call, then the following shall occur (i) If (A) the records of the FAA then reflect that Seller is the record owner of the airframe of the Aircraft and that said airframe and the two (2) engines of the Aircraft are free and clear of all recorded liens, claims and encumbrances (or will be upon the filing of the Curative Documents held by the Escrow Agent), (B) the records of the International Registry do not reflect the registration of any liens, claims or encumbrances against the airframe of the Aircraft or against the two (2) engines, and there are no registrations on the International Registry reflecting ownership of the airframe of the Aircraft or of either of the engines in the name of 5 CONFIDENTIAL Subject to Protective Order IATS - 000192 SDNY_GM_02774297 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260937 EFTA01339565
any third party, (C) Escrow Agent has not otherwise received notice of any other lien, claim or encumbrance asserted by any third party with respect to the Aircraft, and (D) Escrow Agent has received all of the items required to close the S-76C+ Agreement [as described in Section I 2(p) below) immediately following the Closing of this Agreement, then Escrow Agent shall so advise the participants on the Closing Conference Call and then, but only then, Escrow Agent shall immediately wire the Purchase Price to Seller in accordance with wire transfer instructions which shall be provided to Escrow Agent by Seller prior to the Closing Date. As promptly as possible, Escrow Agent shall obtain and provide the participants with the Federal ReferenceNumber for said wireand, immediately thereafter, Escrow Agent shall file the Warranty Bill of Saleand any other necessary Escrow Documents with the FAA Registry for recordation and, upon doing so, shall then notify each of the participants on the Closing Conference Call of the time of filing of each such Escrow Document. Immediately following the above, the following shall occur at the Closing Place: (A) Seller's representative shall deliver possession of the Aircraft to Purchaser, and (B) Purchaser shall execute and deliver to Seller a Delivery Receipt in the form attached hereto as Exhibit E. (ii) Immediately following the above, the Escrow Agent, as the Professional User Entity for each of Sellerand Purchaser, shall electronically initiate and consent to the registrations with the International Registry of the interests created by the Warranty Bill of Sale (the same being referred to as a contract of sale for purposes of the International Registry) with respect to the airframe of the Aircraft and each of the two (2) engines. (e) Following completion of theClosing as prescribed above, Escrow Agent shall mail the Warranty Bill of Sale to the address specified by Purchaser. (f) If all of the conditions and requirements specified in this Section 5 are not satisfied on or before August 31, 2011 (or such later date as Seller and Purchaser may agree upon in writing and provide to Escrow Agent), then Escrow Agent shall do the following: (i) The Escrow Documents shall be returned by Escrow Agent to Seller, and any other documents which may be held by Escrow Agent on behalf of Purchaser shall be returned to Purchaser, (ii) If earlier received by Escrow Agent, the Balance of the Purchase Price shall be returned to Purchaser, or in accordance with Purchaser's instructions to Escrow Agent; and (iii) Escrow Agent shall retain the Deposit until Seller and Purchaser furnish Escrow Agent with a written agreement which gives Escrow Agent instructions for payment of said funds or, if Escrow Agent is not furnished with such 6 CONFIDENTIAL Subject to Protective Order IATS - 000193 SDNY_GM_02774298 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260938 EFTA01339566
a written agreement, Escrow Agent shall retain the Deposit until Escrow Agent is ordered to pay said funds in accordance with the final order of a court of competent jurisdiction. (g) The escrow requirements and procedures set forth in this Section 5 shall be subject to such reasonable modifications as may be required by any lender to Seller or Purchaser, or by any holder of a lien upon the Aircraft, and which are subsequently agreed upon by the parties hereto and the Escrow Agent. 6. Fee of Escrow Agent. The fee of the Escrow Agent (which fee also includes any out-of-pocket expenses incurred by the Escrow Agent) for performing its duties specified herein shall be in the amount of 57,805.00 and shall be bonne equally by Purchaser and Seller. Their respective portions of said fee shall be paid by them to the Escrow Agent as and when required by the Escrow Agent. In addition to its duties specified above, the duties of the Escrow Agent shall also include (a) delivering a written preliminary title and lien report and also a written post-closing title and lien report to each of Purchaser and Seller, and (b) as Seller's and Purchaser's Professional User Entity, making registrations with the International Registry of the Warranty Bill of Sale (Contract of Sale in the parlance of the International Registry) with respect to the transfer of title to the airframe of the Aircraft and the two (2) engines of the Aircraft from the Seller to the Purchaser, and obtaining and providing Seller and Purchaser with post-closing Priority Search Certificates issued by the International Registry with respect to the airframe of the Aircraft and the two (2) engines. 7. DLO. (a) Seller warrants that there are no outstanding or delinquent taxes or duties attributable to the Aircraft as of the Closing Date. Seller shall be responsible for and shall pay, or reimburse Purchaser for, any and all sales, excise, gross receipts, use, personal property, transfer or similar taxes, assessments or duties, including interest or penalties imposed thereon, and any costs incurred in defense of the nonpayment thereof, including reasonable attorney's fees and expenses, arising out of, or incurred in connection with the use, ownership, possession, maintenance or operation of the Aircraft prior to the Closing including, without limitation, any income, capital gains or other similar taxes based on the income of Seller or personal property or other similar taxes assessed or based upon Seller's ownership or use of the Aircraft. (b) Purchaser shall be responsible for and shall pay, or reimburse Seller for, any and all sales, excise, gross receipts, use, personal property, transfer or similar taxes, assessments or duties including interest or penalties imposed thereon and any costs incurred in defense of the nonpayment thereof, including reasonable attorney's fees and expenses, arising out of, or incurred in connection with, the sale and del ivay of the Aircraft to Purchaser or the use, ownership, possession, maintenance or operation of the Aircraft after the Closing, but specifically excluding any income, capital gains or other similar taxes based on the income of Seller or personal property or other similar taxes assessed or based upon Seller's ownership or use of the Aircraft prior to the Closing. (c) The provisions of this Section 7 shall survive Closing. 7 CONFIDENTIAL Subject to Protective Order IATS - 000194 SDNY_GM_02774299 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260939 EFTA01339567
8. Seller's Representations and Warranties. Seller hereby represents and warrants to (or where so stated, Seller agrees in favor of) Purchaser as follows, which representations and warranties (or agreements) shall survive the Closing: (a) To the best of Seller's knowledge, all log books, maintenance records and other records delivered or to be delivered to Purchaser, and the entries therein, arc true, correct, complete and up to date. (b) All existing and unexpired manufacturers' warranties and other warranties pertaining to the Aircraft and the Engines are in full force and effect, and to the extent they are assignable, are hereby assigned to Purchaser effective as of the completion of the Closing. Seller shall, at Seller's expense, use its reasonable efforts to assist Purchaser in maintaining continuity of the warranties for Purchaser's benefit. Seller shall, at the request of Purchaser, give written notice of each assignment to the relevant counterparty and use its reasonable efforts to procure acknowledgment of such notice and to obtain the counterparty's consent to such assignment. (c) Seller has good and marketable title to the Aircraft and on the Closing Date Seller will convey to Purchaser good and marketable title to the Aircraft free and clear of any and all leases, liens, claims, rights to purchase and encumbrances of any kind or nature. (d) Seller is duly organized, existing and in good standing under the laws of thc State of Delaware and has full power and authority to execute and deliver this Agreement, to transfer title of the Aircraft to Purchaser, and to perform all of the other actions contemplated hereby, and this Agreement does not conflict with, result in a breach of, constitute a default underor result in the creation of a lien or encumbrance under, any other agreement or instrument to which Seller is a PartY. (e) Seller has paid all charges, invoices, statements, taxes, duties and penalties with respect to the Aircraft incurred on or before the Closing, and Seller hereby indemnifies Purchaser from any such charges or expenses. (0 There are no judgments, actions, suits, claims or legal, administrative, arbitration or other proceedings or governmental investigations or examinations pending or threatened or injunctions or orders entered, pending or threatened against Seller or its members or managers or its business, property or assets, at law or in equity, before or by any federal, state, municipal or other governmental department, court, commission, board, bureau, agency or instrumentality, domestic or foreign, to restrain or prohibit the consummation of the transaction contemplated hereby or to obtain damages which if decided adversely would adversely affect the ability of Seller to consummate the transaction provided for in this Agreement. 9. LIMITATION OF WARRANTIES. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER SET FORTH IN SECTION 8, ELSEWHERE IN THIS AGREEMENT OR IN THE WARRANTY BILL OF SALE (THE "EXPRESS CONTRACT WARRANTIES"), THE AIRCRAFT AND EACH PART THEREOF IS BEING SOLD TO PURCHASER HEREUNDER IN ITS "AS IS, WHERE IS" CONDITION AND "WITH ALL FAULTS" EFFECTIVE AT THE CLOSING. EXCEPT FOR THE EXPRESS 8 CONFIDENTIAL Subject to Protective Order IATS - 000195 SDNY_GM_02774300 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002 60940 EFTA01339568
CONTRACT WARRANTIES, NEITHER SELLER NOR ITS AGENTS, REPRESENTATIVES OR EMPLOYEES MAKE ANY WARRANTIES, EXPRESS OR IMPLIED. OF ANY KIND OR NATURE WHATSOEVER TO PURCHASER. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING DISCLAIMER OF REPRESENTATIONS AND WARRANTIES, THERE IS (I) NO WARRANTY BY SELLER, ITS AGENTS, REPRESENTATIVES OR EMPLOYEES AS TO THE AIRWORTHINESS OR PHYSICAL CONDITION OF THE AIRCRAFT, (II) NO IMPLIED WARRANTY BY SELLER, ITS AGENTS, REPRESENTATIVES OR EMPLOYEES OF MERCHANTABILITY OR FITNESS FOR A PARTICULARPURPOSE OF THE AIRCRAFT, (III) NO IMPLIED WARRANTY BY SELLER, ITS AGENTS, REPRESENTATIVES OR EMPLOYEES ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE, AND (IV) NO WARRANTY BY SELLER, ITS AGENTS, REPRESENTATIVES OR EMPLOYEES AGAINST PATENT INFRINGEMENT OR THE LIKE. IN NO EVENT SHALL EITHER PARTY HERETO BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND. 10. Breaches and Remedjes. (a) Failure by Purchaser to pay the Purchase Price at Closing in accordance with this Agreement, or any other failure or refusal by Purchaser to perform any of its obligations under this Agreement, or any material misrepresentation by Purchaser pursuant to this Agreement, as a result of which Closing does not take place, shall, upon the actual or offered performance by Seller of all its obligations, constitute a breach of this Agreement by Purchaser and the parties hereto expressly agree that in the event of such breach, the Deposit shall be forfeited by Purchaser, and the Deposit shall be distributed by Escrow Agent to Seller as liquidated damages and as its sole and exclusive remedy, all other remedies, including but not limited to incidental and consequential damages, being hereby WAIVED by Seller. Purchaser and Seller hereby agree that actual damages, if any, to Seller would be speculative and difficult to ascertain, and the Deposit shall serve as complete liquidated damages to Seller, and that the Deposit amount is a reasonable forecast of Seller's actual damages in such event, and Purchaser shall have no further or other liability in connection herewith. The limitation of Seller's remedies as set forth in this Section 10(a) shall not be construed to limit or otherwise adversely affect Seller's post-closing remedies, should the Closing occur, for breach of any express warranties by Purchaser set forth in this Agreement or the breach of any post-closing obligations of Purchaser set forth in this Agreement. (b) Failure by Seller to deliver the Aircraft in the condition required by this Agreement, the Warranty Bill of Sale or any other Closing documents required hereby, or any other failure or refusal by Seller to perform any of its obligations under this Agreement, or any material misrepresentation by Seller pursuant to this Agreement, as a result of which Closing does not take place, shall, upon the actual or offered perfonnance by Purchaserof all of its obligations, constitute a breach of this Agreement by Seller. The parties hereto expressly agree that in the event of such breach, Purchaser shall be entitled to the immediate return of the Deposit and Seller also shall pay Purchaser the sum of USSI00,000 as liquidated damages and as Purchaser's sole and exclusive remedy, all other remedies, including but not limited to incidental and consequential damages, being hereby WAIVED by Purchaser. Purchaser and Seller hereby agree that actual damages, if any, to Purchaser would be speculative and difficult to ascertain, and that said sum of USS100,000 shall save as complete liquidated damages to Purchaser, and that said sum of US$100,000 is a reasonable 9 CONFIDENTIAL Subject to Protective Order IATS - 000196 SDNY_GM_02774301 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0026094 I EFTA01339569
forecast of Purchaser's actual damages in such event, and Seller shall have no further or other liability in connection with such breach. The limitation of Purchaser's remedies as set forth in this Section I 0(b) shall not be construed to limit or otherwise adversely affect Purchaset's post-closing remedies, should the Closi ng occur, for breach of Seller's title warranties and other Express Contract Warranties or the breach of any post-closing obligations of Purchaser set forth in this Agreement. (c) If either party hereto commences a legal proceeding to enforce any of the terms of this Agreement, the prevailing party in such action shall also have the right to recover reasonable attorneys' fees and costs from the other party to be fixed by the court in the same action, notwithstanding the limitations in Sections 10(a) and I0(b) above. I I. Performance, Force Maieure and Risk of Loss. (a) In the event that the Aircraft is destroyed or damaged prior to the Closing Date, this Agreement may be terminated in its entirety by either party without liability to the other party, except that the Deposit shall be promptly refunded to Purchaser. (b) Neither Seller nor Purchaser shall be responsible for any delay beyond the Closing Date due to any cause beyond its control, including but not limited to the following causes: civil wars, insurrections, strikes, riots, fires, floods, explosions, earthquakes, any act of govenunent or governmental priorities, allocations, regulation, or orders affecting materials, act of God, or the public enemy, failure of transportation, epidemics, or labor trouble causing slowdown or interruption of work. (c) Exclusive care, custody and control of the Aircraft and all risks of loss, damage or destruction to the Aircraft and any other property sold hereunder from any cause whatsoever, including but without limiting the generality of the foregoing, risks of damage to or loss or destruction of the Aircraft and liability to third parties for property damages, personal injury or death, shall pass to and be assumed by Purchaser upon the filing of the Warranty Bill of Sale with the FAA and delivery of the Aircraft to Purchaser in accordance with the provisions of this Agreement. Upon delivery of the Aircraft in accordance with the provisions of this Agreement, Purchaser shall assume and, effective as of the completion of the Closing, hereby assumes, all responsibility in connection with the Aircraft and all risks incident to ownership, maintenance, repair, use and modification thereof. 12. Other Matters. (a) Neither party hereto may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other party. Notwithstanding the preceding sentence, both parties hereto reserve the right to assign this Agreement to a third party in order to qualify this transaction as part of a like-kind exchange under Section 1031 o f the Internal Revenue Code of 1986, as amended and Revenue Procedure 2000-37. Such assignment, however, shall not release the assigning party from its obligations to perform hereunder. The non-assigning party agrees to cooperate with the assigning party to effect such transaction with no additional costs to the non-assigning party. 10 CONFIDENTIAL Subject to Protective Order IATS - 000197 SDNY_GM_02774302 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260942 EFTA01339570
IN WITNESS WHEREOF, the parties to this Aircraft Purchase Agreement have caused it to be executed by their duly authorized representatives. SELLER: FREEDOM AIR INTERNATIONAL, INC. By: Name: Title: K . -La n let : c. PURCI LASER: AS1 WINOS, LLC By: Aetna Inc., Managing Member By: Name: Title: 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 Aircraft Purchase Agreement, and agrees to hold and dispose of the Deposit and, if received by it, the Purchase 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 Sections 1.1, 5 and 6 thereof. Dated this I day of July, 2011. INSURED AIRCRAFT TITLE SERVICE, INC. By: Nam Title: 7 Joan Roberts Vice President 569785:00136 14 CONFIDENTIAL Subject to Protective Order IATS - 000198 SDNY_GM_02774303 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260943 EFTA01339571
IN WITNESS WHEREOF, the parties to this Aircraft Purchase Agreement have caused it to be executed by their duly authorized representatives. FREEDOM AIR INTERNATIONAL, INC. By: Name: Title: PURCHASER• ASI WINGS, LLC By: Aetna Inc., Man INSURED AIRCRAFT TITLE SERVICE, INC., hereby acknowledges receipt of the Deposit in the amount of S100,000.00 USD and an executed copy of this Aircraft Purchase Agreement, and agrees to hold and dispose of the Deposit and, if received by it, the Purchase 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 Sections 1.1, 5 and 6 thereof. Dated this . t day of July, 2011. INSURED AIRCRAFT TITLE SERVICE, INC. Name Joan Roberts Title: Vice President 569785:00136 14 Secnfk, 1 CONFIDENTIAL Subject to Protective Order IATS - 000199 SDNY_GM_02774304 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260941 EFTA01339572
(b) Each party hereto agrees to execute and deliver such additional documents and take such further actions as may be reasonably requested by the other party to fully effectuate and carry out the purposes of this Agreement. (c) The provisions of this Agreement which by their terms are to be performed and observed after the Closing, and the several representations, warranties and agreements of the parties herein contained, shall survive the Closing. (d) This Agreement sets forth the entire understanding of the parties hereto and supersedes any and all prior agreements, arrangements and understandings relating to the subject matter hereof. No representation, promise, inducement or statement of intention has been made by either party which is not embodied in this Agreement, and neither party shall be bound by, or be liable for, any alleged representation, promise, inducement, or statement of intention not embodied herein. (e) This Agreement may be executed in one or more counterparts, and all such counterparts shall constitute one and the same instrument. No modification or amcndmcnt of this Agreement shall bc binding unless it is in writing and signed by each of the parties hereto. (g) All notices required orpermitted hereunder shall be in writing and, except as may otherwise be provided herein, shall be deemed to be given when delivered personally, or mailed by registered or certified mail, return receipt requested, postage prepaid, or sent by facsimile or e- mail addressed to the other party for whom it is intended at the address set forth below, or to such other address as may hereafter be designated in writing by a party to the other party: If to Purchaser: ASI Wings, LLC 151 Farmington Avenue, RT32 Hartford, CT 06156 Attn: Corcen L. Macron Fax: Email: with a copy to: Anthony J. Dennis Aetna Inc. Law & Regulatory Affairs, RW61 151 Farmington Avenue Hartford. CT 06156 Fax: Email CONFIDENTIAL Subject to Protective Order IATS - 000200 SDNY_GM_02774305 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260945 EFTA01339573
If to Seller: Freedom Air International, Inc. 103 Foulk Road, Suite 202 Wilmington, Delaware 19803 Attn: Darren K. Indyke Fax: Email with a copy to: Darren K. Indyke 301 East 66th Street, I OR New York, New York 10065 Fax: Email (h) Any signatures on this Agreement may be transmitted via facsimile or e-mail (in pdf format), which signatures shall be deemed originals for all purposes if transmitted in accordance with Section 12(g) above. (i) Neither any failure nor any delay on the pan of either party hereto in exercising any right hereunder shall operate as a waiver thereof, nor shall any single or partial waiver or exercise of any right hereunder preclude any other future single or partial waiver or exercise of any right hereunder. (j) The descri ptive headings of the several sections of this Agreement are inserted for convenience only and do not constitute a part of this Agreement. (k) All terms, covenants and conditions contained herein are, and shall be, binding upon, and inure to the benefit of, the respective parties hereto and their respective legal representatives, successors and assigns. (I) This Agreement shall be construed and enforced in accordance with the laws of the State of Connecticut, excluding its conflicts of laws rules, and, to the extent applicable, the laws of the United States of America. (m) I f any clause, provision or section of this Agreement is found by any court of competent jurisdiction to be invalid or unenforceable for any reason whatsoever, such invalidity or unenforceability shall not in itself affect the remaining clauses, provisions and sections hereof, so long as the rights or obligations of the parties shall not be materially and adversely affected thereby. Dollars. (n) All payments provided for in this Agreement are to be made in United States 12 CONFIDENTIAL Subject to Protective Order 1ATS - 000201 SDNY_GM_02774306 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260946 EFTA01339574
(o) In connection with any litigation arising out of this Agreement, the prevailing party in such litigation shall be entitled to recover all costs incurred therein from the other party, including reasonable attorneys fees. following: (P) The purchase of the Aircraft under this Agreement is conditioned upon the (i) The simultaneous execution by the parties hereto of a separate aircraft purchase agreement wherein Purchaser herein, as seller, shall sell to Seller herein, as purchaser, that certain Sikorsky S-76C helicopter (sometimes referred to as a S- 76C+) bearing Manufacturer's Serial No. 760472 and U.S. Registration No. NI 62AE for a purchase price of One Million Five Hundred Thousand U.S. Dollars (USSI,500,000.00) (the "S-76C+ Agreement); and (ii) The satisfaction of all of the requirements set forth in the S-76C+ Agreement which are prerequisite to the closing of the S-76C+ Agreement on the same date as, and immediately following, the Closing provided for in this Agreement. (q) The Aircraft currently bears the registration number set forth above, namely N722.1E. Sellerdesires to retain said registration number for its own use and, accordingly, Purchaser agrees to file the appropriate documents required by §§47.I5(d) and (f) of the Federal Aviation Regulations (14 C.F.R.) at the FAA within thirty (30) days of Closing to have the Aircraft re- registered with the FAA under a different registration number, with Purchaser paying all costs and expenses associated therewith, including, but not limited to, all fling foes and the cost of painting the new registration number on the Aircraft. Purchaser further agrees to execute such additional documents and take such further actions as may be reasonably required to release said registration number to Seller for the exclusive use of Seller. Purchaser shall promptly notify Seller after making the FAA filings required by this Section 12(q). (Signature Blocks Appear on Following Pages) 13 CONFIDENTIAL Subject to Protective Order IATS - 000202 SDNY_GM_02774307 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260947 EFTA01339575
AIRCRAFT PURCHASE AGREEMENT a THIS AIRCRAFT PURCHASE AGREEMENT (this"Agreement") is entered into as of July 13 , 2011, by and between ASI WINGS, LLC, a Delaware limited liability company ("Seller"), whoseaddress is 151 Famtington Avenue, Hartford, Connecticut 06156, and FREEDOM AIR INTERNATIONAL INC., a Delaware corporation ("Purchaser"), whose address is 103 Foulk Road, Suite 202, Wilmington, Delaware 19803. RECITATIONS: Subject to the terms and conditions set forth in this Agreement, Seller desires to sell, transfer, and deliver to Purchaser, and Purchaser desires to purchase, 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) Turbomcca Arriel 2S1 engines bearing Manufacturer's Serial Nos. 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 Exhibit A and Exhibit A-1 attached hereto, 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-dewribed helicopter and engines in Seller's possession (collectively, the "Aircraft"); provided, that the tent Aircraft as used herein does not include airframe maintenancemanuals and airframe illustrated parts catalogs as the same are being retained by Seller. NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, and other good and valuable consideration, the parties hereto agree as follows: I. Purchase Price: Payment, Seller agrees to sell, and Purchaser agrees to purchase, the Aircraft fora total purchase price of One Million Five Hundred Thousand U.S. Dollars (US$ I,500,000.00) (the "Purchase Price"), which shall be paid as follows: (a) Purchaser has placed a deposit of One Hundred Thousand U.S. Dollars (USS100,000.00) (the "Deposit") with Insured Aircraft 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 described) pursuant to the conditions and requirements set forth in this Agreement; and (b) The balance of the Purchase Price in the amount of One Million Four Hundred Thousand U.S. Dollars (US$1,400,000.00) (the "Purchase Price Balance") shall be paid at the Closing, said Purchase Price Balance to be wire transferred 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 requirements set forth in this Agreement. CONFIDENTIAL Subject to Protective Order IATS - 000203 SDNY_GM_02774308 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260948 EFTA01339576
1.1 Establishment of Special Escrow Account. The Deposit has been wire transferred to the general escrow account of Escrow Agent maintained at International Bank of Commerce, 3817 N.W. Expressway, Suite 100, Oklahoma City, Oklahoma 73112. Upon the execution of this Agreement, the Escrow Agent shall promptly cause the Deposit to be transferred to, and maintained in, a special escrow account at said Bank created and maintained solely and exclusively for the purpose of this transaction (the "Special Escrow Account"); and Escrow Agent shall thereupon provide Seller and Purchaser with the number of the Special Escrow Account and any other information pertinent thereto. The Deposit shall be held in escrow by Escrow Agent in the Special Escrow Account, and shall be refundable to Purchaser unless the same becomes nonrefundable in accordance with the express provisions of this Agreement. The Escrow Agent shall not place or hold any funds in the Special Escrow Account except for the funds received in connection with this transaction (namely, the Deposit and the Purchase Price Balance). 2. Condition of the Aircraft. (a) At the time of Seller'sdeliveryof the Aircraft at the Closing, theAircraft shall be in the following condition (the "Delivery Condition"): (i) The Aircraft shall be in an airworthy condition, with a current and valid U.S. Certificate of Airworthiness, and with all systems, components, installed equipment, and engines in operating condition and functioning in accordance with manufacturer's specifications. (ii) The Aircraft shall be current on the manufacturer's recommended maintenance program with all hourly and calendar inspections current through the date of delivery. (iii) The Aircraft shall be in compliance with all applicable FAA Airworthiness Directives and Manufacturer's Mandatory Service Bulletins. (iv) The Aircraft shall be free of damage history and corrosion except as otherwise disclosed on Exhibit B attached hereto. (v) Title to the Aircraft shall be free and clear of all liens, claims and encumbrances at the time title is transferred at the Closing with Seller able to convey good and marketable title to the Aircraft. (vi) The Aircraft shall have current, complete and continuous logbooks from the date of manufacture to the Closing Date, and with all manuals, data, technical records, task cards and information back-to-manufacturer on all life limited parts of the Aircraft. (vii) The Aircraft shall conform to the specifications set forth on Exhibit A attached hereto. (viii) The Aircraft shall be registered on the United States Civil Aviation 2 CONFIDENTIAL Subject to Protective Order IATS - 000204 SDNY_GM_02774309 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002 60949 EFTA01339577
Registry. (ix) The Aircraft shall be in the same condition as it was upon completion of the Pre-Purchase Inspection and after the correction of any Inspection Discrepancies (as hereinafter defined). 3. Pre-Purchase Inspection. (a) Purchaser, or its agent, shall have a right to perform a pre-purchase inspection of the Aircraft at the facility of Associated Aircraft Group, Inc. located in Poughkeepsie, New York, or, if not there, at another Sikorsky service center agreed upon by the parties in writing (the "Inspection Facility"). Seller, at Seller's sole cost and expense, shall position the Aircraft at the Inspection Facility no later than three (3) business days after this Agreement is executed by both Purchaser and Seller. Such pre-purchase inspection shall consist of a Sikorsky Airframe 100-hour Inspection and a Turbomeca Arriel 2S1 Engines 100-hour Inspection, and will include, without limitation, a bore-scope examination of internal engines, an initial test flight of not more than two (2) hours duration, and such other inspections as may be requested by Purchaser and agreed to by Seller which are necessary to determine that the Aircraft is in the Delivery Condition required in Section 2 above (collectively, the "Pre-Purchase Inspection"). The Pre-Purchase Inspection shall commence within three (3) days after the Aircraft is positioned at the Inspection Facility. The costs of the Pre-Purchase Inspection and fuel costs for the test flight will be at Purchasers expense. (b) Upon completion of the Pre-Purchase Inspection, and the issuance of a written report thereof by the Inspection Facility to both Purchaser and Seller (the "Inspection Report"), Purchaser shall, in its sole discretion, accept or reject the Aircraft not later than three (3) business days after Purchaser's receipt of the Inspection Report from the Inspection Facility. The Inspection Report shall include written estimates of the costs to repair each of the discrepancies noted. Such acceptanceor rejection shall be evidenced by Purchaserscompletion and execution of a preliminary acceptance certificate in the form of that attached hereto as Exhibit C (the "Preliminary Acceptance Certificate"). (c) If, pursuant to subsection (b) above, Purchaser, in its sole discretion, rejects the Aircraft, Purchaser shall be responsible for and shall pay the costs of the Pm-Purchase Inspection and also Seller's fuel costs and pilot expense incurred in returning the Aircraft from the Inspection Facility to Seller's home base (unless Purchaser rejects the Aircraft due to the Aircraft's having any damage history other than the damage history, if any, disclosed on Exhibit D hereto, in which event Seller shall pay all of the foregoing costs), the Escrow Agent shall immediately refund, in full, the Deposit to Purchaser, this Agreement shall terminate and neither party shall have any further liability or obligation to the other. (d) If Purchaser accepts the Aircraft, as evidenced by Purchaser's execution and delivery of the Preliminary Acceptance Certificate to both Escrow Agent and Seller, the Deposit shall become nonrefundable to Purchaser except as provided in Section 10(b) below and subject to Seller's causing to be corrected at Seller's sole cost and expense at the Inspection Facility, or such other facility as shall be approved in writing by both Purchaser and Seller, all discrepancies identified in the Inspection Report (the "Inspection Discrepancies") that must be corrected in order 3 CONFIDENTIAL Subject to Protective Order IATS - 000205 SDNY_GM_02774310 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260950 EFTA01339578
for Seller to deliver the Aircraft to Purchaser at the Closing (as hereinafter defined) in the Delivery Condition prescribed in Section 2 above. Seller agrees in such event to cause such Inspection Discrepancies to be so corrected in accordance herewith on or before the Completion Deadline (as hereinafter defined), at Seller's sole cost and expense. As used herein, the Completion Deadline shall mean within ten ( 10) business days after Seller's receipt of an executed Preliminary Acceptance Certificate from Purchaser (as such deadline may be extended by Purchaser from time-to-time by written notice to Seller). (e) Upon completion of the work required as reflected in the Inspection Report, if any, Purchaser shall have the right, at its expense, to require an additional test flight of the Aircraft, with a duration not to exceed two (2) hours, to determine if the Inspection Discrepancies identified in the Inspection Report have been corrected. 4. Jntcmational Reizistrt At least five (5) days prior to thc Closing, Seller and Purchaser shall have each, at their own expense, obtained approval on the International Registry at II( as.//www.intemationalreeistry ago to be a Transacting User Entity and such approvals shall be a condition for closing. Prior to the Closing, Seller and Purchaser shall each designate the Escrow Agent as Seller's and Purchaser's Professional User Entity for purposes of requesting and providing consent to the registration of a searchable Contract of Sale (which is the parlance of the International Registry fora Bill of Sale) evidencing the transfer of title to the airframe and the two (2) engines of the Aircraft from Seller to Purchaser. 5. Closing and Delivery. (a) The closing of this transaction ("the Closing") and delivery of the Aircraft to Purchaser shall take place at Seller's hanger facility at Brainard Airport in Hartford, Connecticut or at such other place as the parties may subsequently agree upon in writing ("the Closing Place"), within three (3) business days after the Completion Deadline, but in no event later than August 31, 2011, unless the parties subsequently agree upon a later date in writing(" the Closing Date"). Seller and Purchaser hereby acknowledge that the passing of title, possession and delivery of the Aircraft shall take place within the state in which the Closing Place is located. The fuel costs and the expenses of Seller's flight crew in flying the Aircraft from the Inspection Facility to the Closing Place shall be borne by Purchaser. (b) Prior to the Closing, the following deliveries shall be made to the Escrow Agent by the responsible party indicated: (i) At least two (2) days prior to the Closing Date, Seller shall deliver the following to Escrow Agent: (A) A Warranty Bill of Sale in the form attached hereto as Exhibit D transferring title to the Aircraft to Purchaser duly executed by an officer or manager of Seller, with his or her title shown, but undated (the "Warranty Bill of Sale"); and 4 CONFIDENTIAL Subject to Protective Order IATS - 000206 SDNY_GM_02774311 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 0026095I EFTA01339579
(B) All releases of liens, terminations or other documents which may be necessary to enable Seller to transfer good and marketable title to the Aircraft to Purchaser free and clear of all liens, claims and encumbrances (the "Curative Documents"). (ii) On or before the Closing Date, Purchaser shall deliver or cause to be delivered to Escrow Agent the following: (A) The Purchase Price Balance, which Purchase Price Balance shall be wire transferred into the Special Escrow Account of Escrow Agent in accordance with wire transfer instructions to be provided to Purchaser by Escrow Agent prior to the Closing Date; and (B) An Application for Aircraft Registration (AC Form 8050-I) covering the airframe of the Aircraft duly executed by Purchaser but undated (the "Application for Registration"). (iii) In addition to the documents described above, Seller and/or Purchaser may deliver or cause to be delivered to Escrow Agent such other documents and with such instructions as may be subsequently agreed upon in writing by the parties hereto and the Escrow Agent. The documents described in subparagraphs (i), (ii) and (iii) of this paragraph 5(b) are hereinafter referred to collectively as the "Escrow Documents". (c) Prior to the Closing Date, each of Seller, Purchaser and Escrow Agent shall notify each of the others in writing (tither by correspondence, fax or c-mail) of the name or names and telephone number of each representative of the respective parties which is to participate in the conference call to be conducted in connection with the Closing (hereinafter the "Closing Conference Call"). The Closing Conference Call shall be originated by Purchaser on the Closing Date at on or about 10:00 a.m., U.S. Central Daylight Time, so as to complete the Closing, including the filing of the Escrow Documents with the FAA Registry in Oklahoma City, Oklahoma, prior to the closing of that office on the Closing Date. (d) At the Closing, and after the representatives of each of Seller, Purchaser and Escrow Agent have each announced their attendance on the Closing Conference Call, then the following shall occur (i) If (A) the records of the FAA then reflect that Seller is the record owner of the airframe of the Aircraft and that said airframe and the two (2) engines of the Aircraft arc free and clear of all recorded liens, claims and cncumbranccs (or will be upon the filing of the Curative Documents held by the Escrow Agent), (B) the records of the International Registry do not reflect the registration of any liens, claims or encumbrances against the airframe of the Aircraft or against the two (2) engines, and there are no registrations on the International Registry reflecting ownership of the airframe of the Aircraft or of either of the engines in the name of 5 CONFIDENTIAL Subject to Protective Order IATS - 000207 SDNY_GM_02774312 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260952 EFTA01339580
any third party, (C) Escrow Agent has not otherwise received notice of any other lien, claim or encumbrance asserted by any third party with respect to the Aircraft, and (D) the closing of the S-76C-H- Agreement [as described in Section 12(p) below! has previously been completed, then Escrow Agent shall so advise the participants on the Closing Conference Call and then, but only then, Escrow Agent shall immediately wire the Purchase Price to Seller in accordance with wire transfer instructions which shall be provided to Escrow Agent by Seller prior to the Closing Date. As promptly as possible, Escrow Agent shall obtain and provide the participants with the Federal Reference Number for said wire and, immediately thereafter, Escrow Agent shall file the Warranty Bill of Sale and any other necessary Escrow Documents w ith the FAA Registry for recordation and, upon doing so, shall then notify each of the participants on the Closing Conference Call of the time of filing of each such Escrow Document. Immediately following the above, the following shall occur at the Closing Place: (A) Seller's representative shall deliver possession of the Aircraft to Purchaser, and (B) Purchaser shall execute and deliver to Seller a Delivery Receipt in the form attached hereto as Exhibit E. (ii) Immediately following the above, the Escrow Agent, as the Professional User Entity for each of Seller and Purchaser, shall electronically initiate and consent to the registrations with the International Registry of the interests created by the Warranty Bill of Sale (the same being referred to as a contract of sale for purposes of the International Registry) with respect to the airframe of the Aircraft and each of the two (2) engines. (e) Following completion of the Closing as prescribed above, Escrow Agent shall mail the Warranty Bill of Sale to the address specified by Purchaser. (f) If all of the conditions and requirements specified in this Section 5 are not satisfied on or before August 31, 2011 (or such later date as Seller and Purchaser may agree upon in writing and provide to Escrow Agent), then Escrow Agent shall do the following: (i) The Escrow Documents shall be returned by Escrow Agent to Seller, and any other documents which may be held by Escrow Agent on behalf of Purchaser shall be returned to Purchaser; (ii) If earlier received by Escrow Agent, the Balance of the Purchase Price shall be returned to Purchaser, or in accordance with Purchaser's instructions to Escrow Agent and (iii) Escrow Agent shall retain the Deposit until Seller and Purchaser furnish Escrow Agent with a written agreement which gives Escrow Agent instructions for payment of said funds or, if Escrow Agent is not furnished with such 6 CONFIDENTIAL Subject to Protective Order IATS - 000208 SDNYGM_02774313 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260953 EFTA01339581
a written agreement, Escrow Agent shall retain the Deposit until Escrow Agent is ordered to pay said funds in accordance with the final order of a court of competent jurisdiction. (g) The escrow requirements and procedures set forth in this Section 5 shall be subject to such reasonable modifications as may be required by any lender to Seller or Purchaser, or by any holder of a lien upon the Aircraft, and which are subsequently agreed upon by the panics hereto and the Escrow Agent. 6. Fee of Escrow Agent. The fee of the Escrow Agent (which fee also includes any out-of-pocket expenses incurred by the Escrow Agent) for performing its duties specified herein shall be in the amount of 52,085.00 and shall be borne equally by Purchaser and Seller. Their respective portions of said fee shall be paid by them to the Escrow Agent as and when required by the Escrow Agent. In addition to its duties specified above, the duties of the Escrow Agent shall also include (a) delivering a written preliminary title and lien report and also a written post-closing title and lien report to each of Purchaser and Seller, and (b) as Sellers and Purchaser's Professional User Entity, making registrations with the International Registry of the Warranty Bill of Sale (Contract of Sale in the parlance of the International Registry) with respect to the transfer of title to the airframe of the Aircraft and the two (2) engines of the Aircraft from the Seller to the Purchaser, and obtaining and providing Seller and Purchaser with post-closing Priority Search Certificates issued by the International Registry with respect to the airframe of the Aircraft and the two (2) engines. 7. Taxes. (a) Seller warrants that there are no outstanding or delinquent taxes or duties attributable to the Aircraft as of the Closing Date. Seller shall be responsible for and shall pay, or reimburse Purchaser for, any and all sales, excise, gross receipts, use, personal property, transfer or similar taxes, assessments or duties, including interest or penalties imposed thereon, and any costs incurred in defense of the nonpayment thereof, including reasonable attorney's fees and expenses, arising out of, or incurred in connection with the use, ownership, possession, maintenance or operation of the Aircraft prior to the Closing including, without limitation, any income, capital gains or other similar taxes based on the income of Seller or personal property or other similar taxes assessed or based upon Seller's ownership or use of the Aircraft (b) Purchaser shall be responsible for and shall pay, or reimburse Seller for, any and all sales, excise, gross receipts, use, personal property, transfer or similar taxes, assessments or duties including interest or penalties imposed thereon and any costs incurred in defense of the nonpayment thereof, including reasonable attorney's fees and expenses, arising out of, or incurred in connection with, the sale and delivery of the Aircraft to Purchaser or the use, ownership, possession, maintenance or operation of the Aircraft after the Closing, but specifically excluding any income, capital gains or other similar taxes based on the income of Seller or personal property or other similar taxes assessed or based upon Sellers ownership or use of the Aircraft prior to the Closing. (c) The provisions of this Section 7 shall survive Closing. 7 CONFIDENTIAL Subject to Protective Order IATS - 000209 SDNY_GM02774314 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260954 EFTA01339582
8. Seller's Representations and Warranties. Seller hereby represents and warrants to (or where so stated, Seller agrees in favor of) Purchaser as follows, which representations and warranties (or agreements) shall survive the Closing: (a) To the best of Seller's knowledge, all log books, maintenance records and other records delivered or to be delivered to Purchaser, and the entries therein, are true, correct, complete and up to date. (b) All existing and unexpired manufacturers' warranties and other warranties pertaining to the Aircraft and the Engines are in full force and effect, and to the extent they are assignable, are hereby assigned to Purchaser effective as of the completion of the Closing. Seller shall, at Seller's expense, use its reasonable efforts to assist Purchaser in maintaining continuity of the warranties for Purchaser's benefit. Seller shall, at the request of Purchaser, give written notice of each assignment to the relevant counterparty and use its reasonable efforts to procure acknowledgment of such notice and to obtain the counterparty's consent to such assignment. (c) Seller has good and marketable title to the Aircraft and on the Closing Date Seller will convey to Purchaser good and marketable title to the Aircraft free and clear of any and all leases, liens, claims, rights to purchase and encumbrances of any kind or nature. (d) Seller is duly organized, existing and in good standing under the laws of the State of Delaware and has aril power and authority to execute and deliver this Agreement, to transfer title of the Aircraft to Purchaser, and to perform all of the other actions contemplated hereby, and this Agreement does not conflict with, result in a breach of, constitute a default under or result in the creation of a lien or encumbrance under, any other agreement or instrument to which Seller is a PanY. (e) Seller has paid all charges, invoices, statements, taxes, duties and penalties with respect to the Aircraft incurred on or before the Closing, and Seller hereby indemnifies Purchaser from any such charges or expenses. (0 There are no judgments, actions, suits, claims or legal, administrative, arbitration or other proceedings or governmental investigations or examinations pending or threatened or injunctions or orders entered, pending or threatened against Seller or its members or managers or its business, property or assets, at law or in equity, before or by any federal, state, municipal or other governmental department, court, commission, board, bureau, agency or instrumentality, domestic or foreign, to restrain or prohibit the consummation of the transaction contemplated hereby or to obtain damages which if decided adversely would adversely affect the ability of Seller to consummate the transaction provided for in this Agreement. 9. LIMITATION OF WARRANTIES EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER SET FORTH IN SECTION 8, ELSEWHERE IN THIS AGREEMENT OR IN THE WARRANTY BILL OF SALE (THE "EXPRESS CONTRACT WARRANTIES"), THE AIRCRAFT AND EACH PART THEREOF IS BEING SOLD TO PURCHASER HEREUNDER IN ITS "AS IS, WHERE IS"CONDMON AND "WITH ALL FAULTS" EFFECTIVE AT THE CLOSING. EXCEPT FOR THE EXPRESS 8 CONFIDENTIAL Subject to Protective Order IATS - 000210 SDNY_GM02774315 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260955 EFTA01339583
CONTRACT WARRANTIES, NEITHER SELLER NOR ITS AGENTS, REPRESENTATIVES OR EMPLOYEES MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND OR NATURE WHATSOEVER TO PURCHASER. WITHOUT LIMMNG THE GENERALITY OF THE FOREGOING DISCLAIMER OF REPRESENTATIONS AND WARRANTIES, THERE IS (I) NO WARRANTY BY SELLER, ITS AGENTS, REPRESENTATIVES OR EMPLOYEES AS TO THE AIRWORTHINESS OR PHYSICAL CONDITION OF THE AIRCRAFT, (II) NO IMPLIED WARRANTY BY SELLER, ITS AGENTS, REPRESENTATIVES OR EMPLOYEES OF MERCHANTABILITY OR FITNESS FORA PARTICULAR PURPOSE OF THE AIRCRAFT, (III) NO IMPLIED WARRANTY BY SELLER, ITS AGENTS, REPRESENTATIVES OR EMPLOYEES ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE, AND (IV) NO WARRANTY BY SELLER, ITS AGENTS, REPRESENTATIVES OR EMPLOYEES AGAINST PATENT INFRINGEMENT OR THE LIKE. IN NO EVENT SHALL EITHER PARTY HERETO BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND. 10. Breaches and Remedies. (a) Failure by Purchaser to pay the Purchase Price at Closing in accordance with this Agreement, or any other failure or refusal by Purchaser to perform any of its obligations under this Agreement, or any material misrepresentation by Purchaser pursuant to this Agreement, as a result of which the Closing does not take place, shall, upon the actual or offered performance by Seller of all its obligations, constitute a breach of this Agreement by Purchaserand the parties hereto expressly agree that in the event of such breach, the Deposit shall be forfeited by Purchaser, and the Deposit shall be distributed by Escrow Agent to Seller as liquidated damages and as its sole and exclusive remedy, all other remedies, including but not limited to incidental and consequential damages, being hereby WAIVED by Seller. Purchaser and Seller hereby agree that actual damages, if any, to Seller would be speculative and difficult to ascertain, and the Deposit shall serve as complete liquidated damages to Seller, and that the Deposit amount is a reasonable forecast of Seller's actual damages in such event, and Purchaser shall have no further or other liability in connection herewith. The limitation of Seller's remedies as set forth in this Section I 0(a) shall not be construed to limit or otherwise adversely affect Seller's post-closing remedies, should the Closing occur, for breach of any express warranties by Purchaser set forth in this Agreement or the breach of any post-closing obligations of Purchaser set forth in this Agreement. (b) Failure by Seller to deliver the Aircraft in the condition required by this Agreement, the Warranty Bill of Sale or any other Cbsing documents required hereby, orany other failure or refusal by Seller to perform any of its obligations under this Agreement, or any material misrepresentation by Seller pursuant to this Agreement, as a result of which the Closing does not take place, shall, upon the actual or offered performance by Purchaser of all of its obligations, constitute a breach of this Agreement by Seller. The parties hereto expressly agree that in the event of such breach, Purchaser shall be entitled to the immediate return of the Deposit and Seller also shall pay Purchaser the sum of USSI00,000 as liquidated damages and as Purchaser's sole and exclusive remedy, all other remedies, including but not limited to incidental and consequential damages, being hereby WAIVED by Purchaser. Purchaser and Seller hereby agree that actual damages, if any, to Purchaser would be speculative and difficult to ascertain, and that said sum of USSI00,000 shall serve as complete liquidated damages to Purchaser, and that said sum of 9 CONFIDENTIAL Subject to Protective Order IATS - 000211 SDNY_GM_02774316 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260956 EFTA01339584
USS100,000 is a reasonable forecast of Purchaser's actual damages in such event, and Seller shall have no further or other liability in connection with such breach. The limitation of Purchaser's remedies as set forth in this Section 10(b) shall not be construed to limit or otherwise adversely affect Purchaser's post-closing remedies, should the Closing occur, for breach of Seller's title warranties and other Express Contract Warranties or the breach of any post-closing obligations of Purchaser set forth in this Agreement (c) If either party hereto commences a legal proceeding to enforce any of the terms of this Agreement, the prevailing party in such action shall also have the right to recover reasonable attorneys' fees and costs from the other party to be fixed by the court in the same action, notwithstanding the limitations in Sections 10(a) and 10(b) above. II. Performance, Force Maieurc and Risk of Loss. (a) In the event that the Aircraft is destroyed or damaged prior to the Closing Date, this Agreement may be tenninated in its entirety by either party without liability to the other party, except that the Deposit shall be promptly refunded to Purchaser. (b) Neither Seller nor Purchaser shall be responsible for any delay beyond the Closing Date due to any cause beyond its control, including but not limited to the following causes: civil wars, insurrections, strikes, riots, fires, floods, explosions, earthquakes, any act of govenunent or governmental priorities, allocations, regulation, or orders affecting materials, act of God, or the public enemy, failure of transportation, epidemics, or labor trouble causing slowdown or interruption of work. (c) Exclusive care, custody and control of the Aircraft and all risks of loss, damage or destruction to the Aircraft and any other property sold hereunder from any cause whatsoever, including but without limiting the generality of the foregoing, risks of damage to or loss or destruction of the Aircraft and liability to third parties for property damages, personal injury or death, shall pass to and be assumed by Purchaser upon the filing of the Warranty Bill of Sale with the FAA and delivery of the Aircraft to Purchaser in accordance with the provisions of this Agreement. Upon delivery of the Aircraft in accordance with the provisions of this Agreement, Purchaser shall assume and, effective as of the completion of the Closing, hereby assumes, all responsibility in connection with the Aircraft and all risks incident to ownership, maintenance, repair, use and modification thereof. 12. Other Matters. (a) Neither party hereto may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other party. Notwithstanding the preceding sentence, both parties hereto reserve the right to assign this Agreement to a third party in order to qualify this transaction as pan of a like-kind exchange under Section 1031 of the Internal Revenue Code of 1986, as amended and Revenue Procedure 2000-37. Such assignment, however, shall not release the assigning party from its obligations to perfonn hereunder. The non-assigning party agrees to cooperate with the assigning party to effect such transaction with no additional costs to the non-assigning party. 10 CONFIDENTIAL Subject to Protective Order IATS - 000212 SDNY_GM_02774317 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260957 EFTA01339585
(b) Each party hereto agrees to execute and deliver such additional documents and take such further actions as may be reasonably requested by the other party to fully effectuate and carry out the purposes of this Agreement. (c) The provisions of this Agreement which by their terms are to be performed and observed after the Closing, and the several representations, warranties and agreements of the parties herein contained, shall survive the Closing. (d) This Agreement sets forth the entire understanding of the parties hereto and supersedes any and all prior agreements, arrangements and understandings relating to the subject matter hereof. No representation, promise, inducement or statement of intention has been made by either party which is not embodied in this Agreement, and neither party shall be bound by, or be liable for, any alleged representation, promise, inducement, or statement of intention not embodied herein. (e) This Agreement may be executed in one or more counterparts, and all such counterparts shall constitute one and the same instrument. (f) No modificationor amendment of this Agreement shall be binding unless it is in writing and signed by each of the parties hereto. (g) All notices required or perrnitted hereunder shall be in writing and, except as may otherwise be provided herein, shall be deemed to be given when delivered personally, or mailed by registered or certified mail, return receipt requested, postage prepaid, or sent by facsimile ore- mail addressed to the other party for whom it is intended at the address set forth below, or to such other address as may hereafter be designated in writing by a party to the other party: If to Purchaser: Freedom Air International, Inc. 103 Foulk Road, Suite 202 Wilmington, Delaware 19803 Atm: Darren K. Indyke Fax: Email. with a copy to: Darren K. Indyke 301 East 66th Street, 10B New Fax: Email I 1 CONFIDENTIAL Subject to Protective Order IATS - 000213 SDNY_GM_02774318 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260958 EFTA01339586
If to Seller. ASI Wings, LLC 151 Farmington Avenue, RT32 Hanford, Cr 06156 Atm: Coreen L. Marcroft Fax: Email: with a copy to: Anthony J. Dennis Aetna Inc. Law & Regulatory Affairs, RW6I 151 Farmington Avenue Hartford, CT 06156 Fax: Email: (h) Any signatures on this Agreement may be transmitted via facsimile or e-mail (in pdf format), which signatures shall be deemed originals for all purposes if transmitted in accordancc with Section 12(g) above. (i) Neither any failure nor any delay on the part of either party hereto in exercising any right hereunder shall operate as a waiver thereof, nor shall any single or partial waiver or exercise of any right hereunder preclude any other future single or partial waiver or exercise of any right hereunder. (j) The descriptive headings of the several sections of this Agreement are inserted for convenience only and do not constitute a part of this Agreement. (k) All terms, covenants and conditions contained herein are, and shall be, binding upon, and inure to the benefit of, the respective parties hereto and their respective legal representatives, successors and assigns. (I) This Agreement shall be construed and enforced in accordance with the laws of the State of Connecticut, excluding its conflicts of laws rules, and, to the extent applicable, the laws of the United States of America. (m) If anyclause, provision or section of this Agrccmcnt is found by any court of competent jurisdiction to be invalid or unenforceable for any reason whatsoever, such invalidity or unenforceability shall not in itself affect the remaining clauses, provisions and sections hereof, so long as the rights or obligations of the parties shall not be materially and adversely affected thereby. 12 CONFIDENTIAL Subject to Protective Order IATS - 000214 SDNY_GM_02774319 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260959 EFTA01339587
(n) All payments provided for in this Agreement are to be made in United States Dollars. (o) In connection with any litigation arising out of this Agreement, the prevailing party in such litigation shall be entitled to recover all costs incurred therein from the other party, including reasonable attorney's fees. (p) The purchase of the Aircraft under this Agreement is conditioned upon the following: (i) The simultaneous execution by the parties hereto of a separate aircraft purchase agreement wherein Purchaser herein, as seller, shall sell to Seller herein, as purchaser, that certain Keystone (Sikorsky) S-76C helicopter (sometimes refereed to as a S-76C++) bearing Manufacturer's Serial No. 760750 and U.S. Registration No. N722JE fora purehaseprice of EJeven Million Nine HundredThousand U.S. Dollars (US$11,900,000.00) (the "S-76C++ Agreement); and (ii) The 5-76Oi-l- Agreement shall have closed prior to the Closing provided for in this Agreement. (q) The Aircraft currently bears the registration number set forth above, namely N 162AE. Seller desires to retain said registration number for its own use and, accordingly, Purchaser agrees to file the appropriate documents required by §§47.15(d) and (f) of the Federal Aviation Regulations (14 C.F.R.) at the FAA within thirty (30) days of Closing to have the Aircraft re-registered with the FAA under a different registration number, with Purchaser paying all costs and expenses associated therewith, including, but not limited to, all filing fees and the cost of painting the new registration number on the Aircraft Purchaser further agrees to execute such additional documents and take such further actions as may be reasonably required to release said registration number to Seller for the exclusive use of Seller. Purchaser shall promptly notify Seller after making the FAA filings required by this Section 12(q). (r) Seller represents and agrees that the main, intermediate and tail gearboxes of the Aircraft are enrolled, and through the Closing Date shall be paid up, in the Sikorsky Powertrain Assurance Program (the "Program"). Seller agrees, at no additional cost to Purchaser, to instruct and authorize Sikorsky Aircraft Corporation to cause said three (3) gearboxes of the Aircraft to continue to be enrolled in the Program, to Purchaser's Account, after the Closing of the sale of the Aircraft to Purchaser. (Signature Blocks Appear on Following Pages) 13 CONFIDENTIAL Subject to Protective Order IATS - 000215 SDNY_GM_02774320 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260960 EFTA01339588
IN WITNESS WHEREOF, the parties to this Aircraft Purchase Agreement have caused it to be executed by their duly authorized representatives. PURCHASER: FREEDOM AIR INTERNATIONAL, INC. By: Name: Title: SELLER: ASI WINGS, LLC By: Aetna Inc., Managing Member By: Name: Title: 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 Aircraft Purchase Agreement, and agrees to hold and dispose of the Deposit and, if received by it, the Purchase 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 Sections 1.1, 5 and 6 thereof. Dated this day of July, 2011. INSURED AIRCRA_TIT L RVICE, INC. By: Name: Joan Roberts Title: Vice President 560572:00136 14 CONFIDENTIAL Subject to Protective Order IATS - 000216 SDNY_GM_02774321 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0026096 EFTA01339589
IN WITNESS WHEREOF, the parties to this Aircraft Purchase Agreement have caused it to be executed by their duly authorized representatives. PURCHASER: FREEDOM AIR INTERNATIONAL, INC. By: Name: Title: SELLER. ASI WINGS, LLC By: Aetna Inc., Man 'ng Member By: Nam Title: INSURED AIRCRAFT TITLE SERVICE, INC., hereby aclwowledges receiptof the Deposit in the amount of $100,000.00 USD and an executed copy of this Aircraft Purchase Agreement, and agrees to hold and dispose of the Deposit and, if received by it, the Purchase 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 Sections 1.1, 5 and 6 thereof. Dated this cilit—day of July, 2011. INSURED AIRCRAFT TITLE SERVICE, INC. By: Name: Joan Roberts Title: Vice President 600172:00134 14 Sec raw.[ CONFIDENTIAL Subject to Protective Order IATS - 000217 SDNY_GM_02774322 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002 60962 EFTA01339590
EXHIBIT A Sikorsky S76C+ N162AE - S/N 760472 TOTAL TIME: (ranes as of 09/23/2010) TTAF: 6806.9 hrs MAIN GEARBOX: 2993.9 las TSO LANDINGS: 14751 ENGNES: (2) Turbomace Arrtel 2S1 Engines. Al a2 Sextal Number: 20040 20533TEC NEW: 5595.8 2268.4 Module 1 Neid Due 6290 Eng. Hrs 3500 Eng. Hrs. Module 2 Next Due 8073 Eng. Hrs. 3367 Eng. Fes. Module 3 Next Due 6343 Eng. Hrs. 3367 Eng. Hrs. Module 4 Next Due 6290 Eng Hrs. 4500 Eng. Hrs. Module 5 Next Due 8614 Eng. Hrs. 3500 Eng Hrs. CYCLES: HMU NI: 7133 N1:8374 N2:5687 112:8081 6220 Eng. Hrs. 2308 Eng. Hrs. NOTE' Power Train Is rotred br. PAP AVIONICS: Honeywell Primus II (pacaage) EFIS: Honeywell EDZ 756 COMMUNICATIONS: (2) RCZ 850 NAVIGATION: (2)RNZ 850 FLIGHT CONTROL SYSTEM/ AUTOPILOT: (2) Honeywell $PZ 7600 RADAR: Honeywell PRIMUS 700 TRANSPONDER: (2) RCZ 850 AUTOMATIC DIRECT1ON FINDER: RNZ 850 DISTANCE MEASURING EQUIPMENT: RNZ 850 RADAR ALTI METER: Honeywell AA-300 GLOBAL POSITIONING SYSTEM: UNS 1D FLIGHT MANAGEMENT SYSTEM: UNS 10 TRAFFIC COLLISION AVOIDANCE SYSTEM: Bendix TCAS-1 CAS 66 TERRAIN AWARENESS AND WARNING SYSTEM: N/A ELT: Artex ELT-110-406HM STORMSCOPE: Honeywell LSZ-860 COCKPIT VOICE RECORDER: Universal CVR-30A ADDITIONAL AVIONICS: Dual 375 VA KGS dato inverlers Passenger Eineler HUCAB-2 ICG ICS 100 Fight Phone With passenger handset and dialer and rallots PTA-12 dialer BF Goodrich ADI 3350 Standby ADI Dual Digital elmeits: Daytron 877 Keith 21.000 BTU NC System C4 Standby Attmeter/Airspeed Incicatoe CONFIDENTIAL Subject to Protective Order IATS - 000218 SDNY_GAL02 774323 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002 60963 EFTA01339591
OTHER ITEMS: Floats Cocoon Noise Reduction Upper and Lower Anti-collision Light System Forward Facing Recognition Light System Pulse Light System Pitt Controlled Search Light Two Door Speakers Left and Right Cabin Boarding Steps TM Rotor Pedal lubrication Kit Engine and Gearbox Fuzz Butner Kit WEIGHTS: MAX TAKEOFF WEIGHT: 11,700 Lbs. EMPTY WEIGHT: 8,257 Lbs. CONFIDENTIAL Subject to Protective Order IATS - 000219 SDNY_GM_02774324 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002 60964 EFTA01339592
EXHIBIT A-I Loose Equipment Sikorsky S-76C (sometimes referred to as a S-76C+) Manufacturer's Serial No. 760472 N162AE Main rotor blade tic-downs (qty 4) Left and right intermediate gearbox plugs Left and right engine cowling air inlet plugs Left and right engine exhaust plugs Left and right engine inlet plugs Left and right main landing gear door covers Left and right horizontal stabilizer covers Left and right side fuselage maintenance covers Spare cabin carpet CONFIDENTIAL Subject to Protective Order IATS - 000220 SDNY_GM_02774325 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002 60965 EFTA01339593
EXHIBIT B DAMAGE AND CORROSION HISTORY To the best of Seller's knowledge, there is no damage history except the following: • August 5, 1998: Bird strike to radome. Ring frame at station 35 repaired and radome replaced; • November 13, 1998: Puncture inside right fuel cell. Aluminum honeycomb panel repaired with doubler bonded and riveted in place; and • April 8, 2002: Bird strike to race car fairing. Replaced race car fairing, lateral servo pushrod, and number 2 engine. To the best of Seller's knowledge, no corrosion has been noted. CONFIDENTIAL Subject to Protective Order IATS - 000221 SDNY_GM_02774326 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002 60966 EFTA01339594
C PRELIMINARY ACCEPTANCE CERTIFICATE Sikorsky S-76C (sometimes referred to as a S-76C+) Manufacturer's Serial No. 760472 NI62AE Pursuant to the Aircraft Purchase Agreement dated July , 2011 (the "Agreement') between ASI WINGS, LLC, a Delaware limited liability company ("Seller"), and FREEDOM AIR INTERNATIONAL, INC., a Delaware corporation ("Purchaser"), Purchaser hereby confirms that Purchaser has completed its Pre-Purchase Inspection of the Aircraft in accordance with the Agreement on the date written below, and Purchaser has (check one): Accented the Aircraft as is. Accepted the Aircraft subject to Seller's repairing the discrepancies necessary for Seller to deliver the Aircraft to Purchaser in the condition required by Section 2 of the Agreement. Said discrepancies are itemized on the attachment to this Preliminary Acceptance Certificate. Reiected the Aircraft. FREEDOM AIR INTERNATIONAL, INC. By: Name: Title: Date: CONFIDENTIAL Subject to Protective Order IATS - 000222 SDNY_GM_02 774327 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002 60967 EFTA01339595
EXIIIBIT D WARRANTY BILL OF SALE The undersigned, ("Seller"), is the owner of the flail legal and beneficial title in and to that certain 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 Arriel 2S1 engines bearing Manufacturer's Serial Nos. 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 that certain Aircraft Purchase Agreement dated as °fluty 2011, between Seller and Purchaser, 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 airframe maintenance manuals and airframe illustrated parts catalogs as the same are being retained by Seller. For and in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller does hereby grant, bargain, sell, convey, transfer and deliver unto Freedom Air International, Inc. ("Purchaser"), all of Seller's right, title and interest in and to the Aircraft. Seller hereby warrants to Purchaser, its successors and assigns, that Seller is the lawful owner of the Aircraft and that there is hereby conveyed to Purchaser good and marketable title to the Aircraft, free and clear of any and all liens, claims and encumbrances whatsoever, and Seller will warrant and defend such title forever, at the sole expense of Seller, against all claims and demands whatsoever. EXCEPT FOR THE WARRANTIES OF SELLER SET FORTH IN THE PRECEDING SENTENCE, THE AIRCRAFT IS HEREBY SOLD TO PURCHASER IN ITS "AS IS, WHERE IS" CONDITION AND "WITH ALL FAULTS." IN WITNESS WHEREOF, Seller has caused this Warranty Bill of Sale to be executed by its duly authorized officer, as of this _ day of July, 2011. ASI WINGS, LLC By: Aetna Inc., Managing Member By: Name: Title: Date: CONFIDENTIAL Subject to Protective Order IATS - 000223 SDNY_GM_02774328 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260968 EFTA01339596
EXHIBIT E DELIVERY RECEIPT Sikorsky S-76C Isomer imes referred to as a S-76C+) Manufacturer's Serial No. 760472 NI62AE Pursuant to the Aircraft Purchase Agreement (the "Agreement") dated July , 2011 between ASI WINGS, LW, 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. N 162AE, with two (2) Turbomeca Arriel2S1 engines bearing Manufacturer's Serial Nos. 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, Hight 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 tenn Aircraft as used herein does not include airframe maintenance manuals and airframe illustrated parts catalogs as the same are being retained by Seller. Purchaser accepts the Aircraft at p.m., on July , 2011 in an "As Is, Where Is" condition and"With all Faults" at and subject to the waivers and disclaimers set forth in the Agreement. TOTAL TIME ON AIRFRAME AT DELIVERY: hours TOTAL TIME ON ENGINES AT DELIVERY: Engine No. I (MSN 42285): hours/cycles Engine No. 2 (MSN 42286): hours/cycles TOTAL LANDINGS AT DELIVERY: FREEDOM AIR INTERNATIONAL INC. By: Name: Title: Date: (Acknowledgment Following Page) CONFIDENTIAL Subject to Protective Order IATS - 000224 SDNY_GM_02774329 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002 60969 EFTA01339597
STATE OF CONNECTICUT ) ss: COUNTY OF The foregoing instrument was acknowledged before me this day of July, 2011, by _ [title) of Freedom Air International, Inc., a Delaware corporation, on behalf of the company. NOTARY PUBLIC, STATE OF 560119.120X0 CONFIDENTIAL Subject to Protective Order IATS - 000225 SDNY_GM_02774330 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260970 EFTA01339598
FELLERS SNIDER ATTORNEYS AND COUNSELLORS AT LAW FELLERS SVDER 6...10414911. 0•111V • IIPPIPIS PC. OKLAHOMA MY • TULSA JAP W. BLANKENSHIP O COCA& L July 18, 2011 VIA E-MAIL Ms. Tanya Butler Insured Aircraft Title Service, Inc. 4848 S.W. 36th Street Oklahoma City, OK 73179 Re: Sikorsky S-76C Helicopter, U.S. Registration No. N162AE MSN 760472 Dear Tanya: Pursuant to our telephone conference this afternoon, attached is a copy of the Aircraft Purchase Agreement dated as of July 18, 2011, entered into between our client, ASI Wings, LLC, as Seller, and Freedom Air International, Inc., as Purchaser (the "Agreement"). As you know, your Company is holding in escrow the deposit of $100,000.00 described in Section 1(a) of the Agreement. The duties of your Company, as Escrow Agent, are set forth in various provisions of the Agreement, including, without limitation, the provisions of Sections 1.1, 5 and 6 thereof. Please cause the Agreement to be executed on behalf of Insured Aircraft Title Services, Inc. on page 14 and forward me a pdf copy of that page as dated and executed. If you or others should have any questions regarding the above or the attachment, please let me know. Thank you for your assistance and cooperation. JWB:nv:56986000136 Attachment Sincerely, Jap W. lankenship For the Firm 100 NORTH BROADWAY, SUITE 1700 OKLAIIONtA, CITY, OKLAHOMA 73102-8820 follarcenYlre rnm CONFIDENTIAL Subject to Protective Order IATS - 000226 SDNY_GM_02774331 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0026097 EFTA01339599
Ms. Tanya Butler July 18, 2011 Page 2 xc: Ms. Coreen Marcroft (copy of letter and Aircraft Purchase Agreement via e-mail) Mr. Todd Osgood (copy of letter and Aircraft Purchase Agreement via e-mail) Darren Indyke, Esq. (copy of letter and Aircraft Purchase Agreement via e-mail) Anthony Dennis, Esq. (copy of letter and Aircraft Purchase Agreement via e-mail) Irena Damnjanoska, Esq. CONFIDENTIAL Subject to Protective Order IATS - 000227 SDNY_GM_02774332 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260972 EFTA01339600
EXHIBIT A Sikorsky S76C++ N722JE- SIN 760750 TOTAL TIME: (Tomes as of 0623/201U TTAF: 90 hrs MAIN GEARBOX: 90 hrs TSO LANDINGS: ENGINES: (2) Turbomeos Aniel 2S2 Engines. #1 02 Serial Number: 42285 42286 Time since NEW: 90 90 AVIONICS: EFTS: Honeywell EIDZ 756 COMMUNICATIONS: (2) Collins VHF-22A NAVIGATION: (2)Colins VIR-32A FLIGHT CONTROL SYSTEM / AUTOPILOT: (2) Honeywell SPZ 7600 DAFCS RADAR: Honeywell PRISAUS 880 TRANSPONDER: (2) COLLINS TDR-9413 'MODE V AUTOMATIC DIRECTION FINDER: COLONS ADF-462 DISTANCE MEASURING EQUIPMENT: (2) COLUNS OME-42 RADAR ALTIMETER: COLLINS ALT-55B GLOBAL POSITIONING SYSTEM: UNS 1FW FLIGHT MANAGEMENT SYSTEM: UNS 1FW • TRAFFIC COLLISION AVOIDANCE SYSTEM: Benda TCAS-1 CAS 66A TERRAIN AWARENESS AND WARNING SYSTEM: HONEYWELL EGPWS MK XXII ELT: Artex ELT 406NHM STORMSCOPE: N/A COCKPIT VOICE RECORDER: Universal CVR-120 ADDITIONAL AVIONICS: Gamin GMX-200 IIDS System Honeywel AL-300 Altitude Nester Truenorth SATCOM Phone Jet ADI-335D Standby Attitude Indicator Aerosonic 20020-11293 Standby Airspeed Indicator Aerosonic 101720-11810 Standby Altimeter Dukane 120 Underwater Locator dB Systems 380 Audio Panel [Whim M877 Digital Clock CONFIDENTIAL Subject to Protective Order IATS - 000228 SDNY_GM_02774333 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260973 EFTA01339601
OTHER ITEMS: Heated Glass WindsNekl Left and Right quick boarding steps C4 environmental system Lett and right fixed landing lights Cabin paging/chime system Engine wash fittings Recognition lights Cockpit 9ooserieck lights Overhead lateral absorber Hydraulic quick disconnect fittings Rotating landing light Engine zappers chip detectors Cabin ice system Pulselite Electric door locks Emergency notation system Manual rotor brake Logo lights Hinged fuel caps Chadwick-Helmuth provisions 5P Bifilar Ipod dock/audio connection Cabin WM 4 110 and 12 volt outlets WEIGHTS: MAX TAKEOFF WEIGHT: 11,700 Lbs. EMPTY WEIGHT: 8.353 Lbs. MAINTENANCE & INSPECTIONS: LAST MAJOR INSPECTION LAST COMPLETED NEXT OW Annual Inspection March. 2011 3/3112012 CONFIDENTIAL Subject to Protective Order IATS - 000229 SDNY_GM_02774334 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002 60974 EFTA01339602
EXHIBIT A-I Loose Equipment Keystone (Sikorsky) S-76C (sometimes referred to as a S-76C++) Manufacturer's Serial No. 760750 N722JE • spare silk carpet kit for cockpit and passenger compartment • maintenance covers and blade lie down kit • One David Clark maintenance headset • 6 Bose Headsets • maintenance power cord for passenger compartment (walk around cord). • spare NM Radio remote control for passenger compartment. • Data loader for Universal FMS. • spare gear pin set. • Three rubber tail rotor boots. • touch up paint kit. • spare fabric for interior groves point material • 10 life vest • two new EEDS O2 bottles for crew • Paper maintenance manuals and parts books IPC • wiring diagrams for completion and Data book • Vinyl maintenance runner for cockpit • Turbomeca engine maintenance manuals and parts books CONFIDENTIAL Subject to Protective Order IATS - 000230 SDNY_GM_02774335 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260975 EFTA01339603
EXHIBIT B DAMAGE AND CORROSION HISTORY To the best of Seller's knowledge, there is no damage history. To the best of Seller's knowledge, no corrosion has been noted. CONFIDENTIAL Subject to Protective Order IATS - 000231 SDNY_GM_02774336 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260976 EFTA01339604
EXHIBIT C PRELIMINARY ACCEPTANCE. CERTIFICATE Keystone (Sikorsky) S-76C (sometimes referred to as a S-76O-4-) Manufacturer's Serial No. 760750 N722JE Pursuant to the Aircraft Purchase Agreement dated July __, 2011 (the "Agreement") between ASI WINGS, LLC, a Delaware limited liability company ("Purchaser"), and FREEDOM AIR INTERNATIONAL, INC., a Delaware corporation ("Seller"), Purchaser hereby confirms that Purchaser has completed its Pre-Purchase Inspection of the Aircraft in accordance with the Agreement on the date written below, and Purchaser has (check one): Accented the Aircraft as is. Accepted the Aircraft subject to Seller's repairing the discrepanc iesnecessary for Seller to deliver the Aircraft to Purchaser in the condition required by Section 2 of the Agreement. Said discrepancies are itemized on the attachment to this Preliminary Acceptance Certificate. Iteiected the Aircraft. ASI WINGS, LW By: Aetna Inc., Managing Member By: Name: Title: Date: CONFIDENTIAL Subject to Protective Order IATS - 000232 SDNY_GM_02 774337 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260977 EFTA01339605
EXHIBIT D WARRANTY BILL OF SALE The undersigned, FREEDOM AIR INTERNATIONAL INC. ("Seller), is the owner of the full legal and beneficial title in and to that certain used Keystone (Sikorsky) S-76C helicopter (sometimes referred to as a S-76C-H-) 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 that certain Aircraft Purchase Agreement dated as of July 2011, between Seller and Purchaser, 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 uscd herein does not include airframe maintenance manuals and airframe illustrated parts catalogs as the same are being retained by Seller. For and in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller does hereby grant, bargain, sell, convey, transfer and deliver unto ASI WINGS, LLC ("Purchaser"), all of Seller's right, title and interest in and to the Aircraft. Seller hereby warrants to Purchaser, its successors and assigns, that Seller is the lawful owner of the Aircraft and that there is hereby conveyed to Purchaser good and marketable title to the Aircraft, free and clear of any and all liens, claims and encumbrances whatsoever, and Seller will warrant and defend such title forever, at the sole expense of Seller, against all claims and demands whatsoever. EXCEPT FOR THE WARRANTIES OF SELLER SET FORTH IN THE PRECEDING SENTENCE, TIM AIRCRAFT IS HEREBY SOLD TO PURCHASER IN ITS "AS IS, WHERE IS" CONDITION AND "WITH ALL FAULTS." IN WITNESS WHEREOF, Seller has caused this Warranty Bill of Sale to be executed by its duly authorized officer, as of this day of July, 2011. FREEDOM AIR INTERNATIONAL INC. By: Name: Title: CONFIDENTIAL Subject to Protective Order IATS - 000233 SDNY_GM_02774338 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260978 EFTA01339606
EXIIIBIT E DELIVERY RECEIPT Keystone (Sikorsky) S-76C (sometimes referred to as a S-76C-i-±1 Manufacturer's Serial No. 760750 N722JE Pursuant to the Aircraft Purchase Agreement (the "Agreement") dated July 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-76C++) 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 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 airframe maintenance manuals and airframe illustrated parts catalogs as the same are being retained by Seller. Purchaser accepts the Aircraft at p.m., on July .2011 in an "As Is, Where Is" condition and "With all Faults" at and subject to the waivers and disclaimers set forth in the Agreement. TOTAL TIME ON AIRFRAME AT DELIVERY: hours TOTAL TIME ON ENGINES AT DELIVERY: Engine No. 1 (MSN 42285): hours/cycles Engine No. 2 (MSN 42286): hours/cycles TOTAL LANDINGS AT DELIVERY: ASI WINGS, LLC By: Aetna Inc., Managing Member By: Name: Title: Date: (Acknowledgment Following Page) CONFIDENTIAL Subject to Protective Order IATS - 000234 SDNY_GM_02774339 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260979 EFTA01339607
STATE OF CONNECTICUT ) ss: COUNTY OF The foregoing instrument was acknowledged before me this day of July, 2011, by [title] of ASI Wings, LLC, a Delaware limited liability company, on behalf of the company. NOTARY PUBLIC, STATE OF sa114. I80101 CONFIDENTIAL Subject to Protective Order IATS - 000235 SDNY_GM_02774340 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002 60980 EFTA01339608
LETTER OF INTENT June hi, 2011 Freedom Air International, inc. 103 Foulk Road, Suite 200 Wilmington, DE 19803 Re: Sikorsky 5-76C+ Aircraft, Serial No, 760472, U.S. Registration No. NI 62/r& Ladies and Gentlemen: AS! Wings, LLC ("Seller') hereby expresses its Intent to sell to Freedom Air International, Inc. ("Purchase?') that certain Sikorsky S-76C helicopter (sometimes referred to as a S-76C+) bearing Manufacturer's Serial No. 760472 and U.S. Registration No. N162AE and two (2) Turborneca Arriel 251 engines hearing Manufacturer's Serial Nos. 20040 and 20045, together with 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 pan of the helicopter and all aircraft records and documents associated with the helicopter, all as is to be more particularly described in the definitive Aircraft Purchase Agreement described below (collectively, the "Aircraft"), subject to the following terms and conditions: I. The total purchase price shall be the sum of One Million Five Hundred Thousand U.S. Dollars (USSI,500,000.00) payable as follows: (a) Within three (3) business days after Purchaser's acceptance of this Letter of Intent ("LO1"), Purchaser shall wire transfer a fully refundable US$100,000.00 deposit (the "Deposit") to Insured Aircraft Tide Service. Inc., Oklahoma City, Oklahoma, Attn: ICirk Woford, President (the -Enna,/ Agent"), which Deposit shall be held in escrow and disbursed in accordance with the terms and conditions set forth in the definitive Aircraft Purchase Agreement described below (the 'Purchase Agreement"); and CONFIDENTIAL Subject to Protective Order IATS - 000236 SDNYGM_02774341 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260981 EFTA01339609
(b) 'Ile balance of the purchase price in the amount of USS1,400,000.00 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 Escmw Agent for its disbursement to the Seller at said closing upon the satisfaction of the conditions and requirements to he set forth in the Purchase Agreement. 2. The Deposit and this 1.O1 shall be subject to the execution or n Purchase Agreement between Sella 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 1.O1, 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 (he parties. Seller shall provide an initial draft of the Purchase Agreement within seven (7) business days after the acceptance of this 1.O1 by Purchaser and the Purchase Agreement shall be entered into by Seller and Purchaser within fifteen (IS) business days after the acceptance of this 1,O1 by Purchaser. The Purchase Agreement shall supersede this WI in its entirety and if there should be any conflicts between the provisions of the Purchase Agreement and this LO1, the provisions of the Purchase Agreement shall control for all purposes. If the parties fail to enter into a Purchase Agreement by such date, then, unless the parties agree in writing to extend the dale for execution, the Escrow Agent shall, within one (1) business day, reimburse the Deposit to Purchaser and neither Seller nur Purchaser shall have any liability to the other party. 3. The Aircraft shall be delivered with good and marketable title and free and clear of all liens, claims, demands and encumbrances. 4. The Aircraft shall be delivered in an airworthy condition with a valid standard U.S. certificate of airworthiness and shall in all respects comply with the Delivery Condition to be 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 prepurchase inspection, including mechanical and records inspections, test flights and the like will also be specified in the Purchase Agreement. 6. The tights and obligations of the parties under the Purchase Agreement shall be made subject to the simultaneous execution by the parties of a separate aircraft purchase agreement wherein Seller herein, as purchaser, shall purchase from Purchaser herein, as seller, that certain Keystone (Sikorsky) S-76C helicopter (sometimes referred to as a S-76C++) bearing Manufacturer's Serial No. 760750 and U.S. Registration No. N722.IE for a purchase price of Eleven Million Nine Hundred Thousand U.S. Dollars (lISS11,900,000.00). 2 CONFIDENTIAL Subject to Protective Order IATS - 000237 SDNYGM_02774342 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 110260982 EFTA01339610
7. This LOI will remain in effect until 5:00 p.m. EDT on Junc3P, 2011, after which. if not accepted by Purchaser, it shall expire nix' have no further fume or effect. This WI may be accepted by Purehnxr's returning by f •girnile a rnnv there signed by an authorized representative to "CC! on.) prior to that lime. (fax number) ACCEPTED: FREEDOM AIR INTE Al., INC. By: Name: 1.10 .5 tie Title: O _cc dor Date: 29- 20/L r, 7 3 2 1 ASI WINGS, LLC 3 CONFIDENTIAL Subject to Protective Order IATS - 000238 SDNY_GM_02774343 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260983 EFTA01339611
LETTER OF INTENT )uncdt.2011 Freedom Air International. Inc. 103 Foulk Road, Suite 200 Wilmington, DE 19803 Re: Keystone (Sikorsky) S-76C++ Aircraft, Serial No. 760750.13.5. Ratistmtkm No. N722.1F Ladies and Gentlemen: ASI Wings, LI-C: ("Purclutscr") hereby expresses its intent to purchase from Freedom Air International, Inc. ("Seller') that certain Keystone (Sikorsky) S-76C helicopter (sometimes referred to as a S-76C++) bearing Manufacturer's Serial No. 760750 and U.S. Registration No. N722JE and two (2) Turborneca Arriel 252 engines bearing Manufacturer's Serial Nos. 42285 and 42286, together with all avionics. equipment, systems, furnishings and memories 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 Aircraft Purchase Agreement described below (collectively, the "Aircraft"), subject to the following icons and conditions: I. The total purchase price shall be the sum of Eleven Million Nine I kindred Thousand U.S. Dollars ((1S$11,900,000.00) payable as follows: (a) (b) Within three (3) business days after Seller's acceptance of this Letter of Intent ("Win, Purchaser shall wire transfer a fully refundable 085100,000.00 deposit (the "Deposit") to Insured Aircraft Title Service. Inc., Oklahoma City, Oklahoma, Attn: Kirk Woford, President (the "Escrow Agent"), which Deposit shall be held in escmw and disbursed in accordance with the terms and conditions set forth in the definitive Aircraft Purchase Agreement described below (the 'Purchase Agreement"); and The balance of the purchase price in the amount of USSI 1,800,000.00 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 esemw account of the Escrow Agent for its disbursement to the Seller at said closing upon the CONFIDENTIAL Subject to Protective Order IATS - 000239 SDNY_GM_02774344 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0026O984 EFTA01339612
satisfaction of the conditions and. requirements to be set forth in the Purchase Agreement. 2. The Deposit and this 101 shall be subject to the execution of a Purchase Agreement between Seller and Purchaser in loon and substance mutually satisfactory to the parties, providing for the sale and purchase of the Aircraft on tams consistent with this WI, such other terms as arc typically found in transactions of the type contemplated herein and such other terms and conditions as may be mutually agreeable to the parties. Purchaser shall provide an initial draft of the Purchase Agreement within seven (7) business days after the acceptance of this WI by Seller and the Purchase Agreement shalt be entered into by Seller and Purchaser within fifteen (15) business days after the eczema= of this WI by Seller. The Purchase Agreement shall supersede this 1.O1 in its entirety and if there should be any conflicts between the provisions of the Purchase Agreement and this LOI, the provisions of the Purchase Agreement shall control for all purposes. If the parties fail to enter into a Purchase Agreement by such dale, then, unless the parties agree in writing to extend the date for execution, the Escrow Agent shall, within one (I) business day, reimburse the Deposit to Purchaser and neither Seller nor Purchaser shall have any liability to the other party. 3. The Aircraft shrill be delivered with good and marketable title and free and clear of all Hens, claims, demands and encumbrances. 4. The Aircraft shall be delivered in an airworthy condition with a valid standard 11.5. certificate of airworthiness and shall in all respects comply with the Delivery Condition to he defined and specified in detail in the Purchase Agreement. 5. A pre-purchase inspection of the Aircraft shall be conducted at a facility to he specified in the Purchase Agreement and the save of the pre-purchase inspection, including mechanical and records inspections, test flights and the like will also be specified in the Purchase Agreement. 6. The rights and obligations of the patties under the Purchase Agreement shall be made subject to the simultaneous execution by the parties of a separate airmail purchase agreement wherein Purchaser herein, as seller, shall sell to Seller herein, as pumhaser, that certain Sikorsky S-76C helicopter (sometimes referred to as a S•76C+) bearing Manufacturer's Serial No. 760472 and U.S. Registration No. NI 62AE for a purchase price of One Million Five Hundred Thousand U.S. Dollars ISSI,5(t,000.00). 7. Unless completed prior to the acceptance of this LOI by Seller, this LOI and the placing of the Deposit with the Escrow Agent shall be subject to the completion era demonstration flight of the Aircraft to be provided by Seller with an executive of Purchaser or Aetna, Inc. being on board, and the aftirmative approval of the Ararat% by said executive upon the completion of said dentonstration flight. 2 CONFIDENTIAL Subject to Protective Order IATS - 000240 SDNY_GM_02774345 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260985 EFTA01339613
8. This WI will remain in effect until 5:00 p.m. EDT on June 30. 2011, after which, if not accepted by Seller, it shall expire and have no Whey force or effect. This WI may be accepted by Seller's returning by facsimile a copy thereof signed by an authorized rcpcsentativc to ^g,i OS;Feet/ al l_ prior to that time. (lax number) ASI WINGS, LLC ACCEPTED: FREEDOM AIR INTE3N4TIONAL, MC. By: Name: Title: Date: 567571v2:321115 CONFIDENTIAL Subject to Protective Order IATS - 000241 SDNY_GM_02774346 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260986 EFTA01339614
LETTER OF INTENT June 21, 201) Freedom Air International, fns. 103 Foulk Road, Suite 200 Wilmington, DE 19803 Re: Sikorsky S-76C+ Aircraft, serial No. 760472. U.S. Registration No. N162AF Ladies and Gentlemen: ASI Wings, LLC ("Seller') hereby expresses its intent to sell to Freedom Air International, Inc. ("Purchase•") that certain Sikorsky S-76C helicopter (sometimes referred to as a S-76C+) bearing Manufacturer's Serial No. 760472 and U.S. Registration Nu. N162Ali and two (2) Turbomeca Artie] 2S1 engines bearing Manufacturer's Serial Nos. 20040 and 20045, together with 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 pan of the helicopter and all aircraft records and documents associated with the helicopter, all as is to be more particularly described in the definitive Aircraft Pun:base Agreement described below (collectively, the "Aircraft"), subject to the following terms and conditions: I. The total purchase price shall be the sum of One Million Five Hundred Thousand U.S. Dollars (US$1,500,000.00) payable us follows: (a) Within three (3) business days after Purchaser's acceptance of this Letter or Intent ("LO1"), Purchaser shall wire transfer a fully refundable US$100,000.00 deposit (the "Deposit" to Insured Aircraft Title Service, Inc., Oklahoma City, Oklahoma, Attn: Kirk Woford, 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 Aircraft Purchase Agreement described below (the 'Pure!rase Agreement"); and CONFIDENTIAL Subject to Protective Order IATS - 000242 SDNY_GM_02774347 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260987 EFTA01339615
(b) The balance of the purchase price in the amount of USS1,400,000.00 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 the 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 lel shall be subject to the execution of a 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 terrors consistent with this 1O1, such other terms as are typically found in transactions of the type contemplated herein and such other team and conditions as may he mutually agreeable to the panics. Seller shall provide an initial draft of the Purchase Agreement within seven (7) business days after the acceptance of this Lel by Purchaser and the Purchase Agreement shall he entered into by Seller and Purchaser within fifteen (15) business days after the acceptance of this 1.O1 by Purchaser. 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 Purchase Agreement shall control for all purposes. lithe parties fail to cater into a Purchase Agreement by such date, then, unless the parties agree in writing to extend the date for execution, the Escrow Agent shall, within one (1) business day, reimburse the Deposit to Purchaser and neither Seller nor Purchestr shall have any liability to the other party. 3. The Aircraft shall be delivered with good and marketable title and free and clear of all liens, claims, demands and encumbrances. 4. The Aircraft shall be delivered in an airworthy condition with a valid standard 11.S. certificate of ainvorthintws and shall in all respects comply with the Delivery Condition to be defined and specified in detail in the Purchase Agreement. 5. A pre-purchase inspection oldie Aircraft shall be conducted at a (Utility 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. 6. The rights and obligations of the parties under the Purchase Agreement shall be made subject to the simultaneous execution by the parties of a separate aircraft purchase agreement wherein Seller herein, as purchaser, shall purchase tom Purchaser herein, as seller, that certain Keystone (Sikorsky) S-76C helicopter (sometimes referred to es a S-76C++) bearing Manufacturer's Serial No. 760750 and U.S. Registration No. N72216 for a purchase price of' Blown Million Nino Hundred Thousand U.S. Dollars (I MS11,900,000.00). 2 CONFIDENTIAL Subject to Protective Order IATS - 000243 SDNYGM_02774348 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260988 EFTA01339616
7. This LOI will remain in effect until 5:00 p.m. EDT on Sunc30, 2011, after which, if not accepted by Purchaser, it shall expire and have no further force or effect. This I.01 may be accepted by Purchaser's returning by facsimile a thereof signed by an authorized reptescrdative to "rct Os) --1 oo... at prior to that time. (fax number) ACCEPTED: FREEDOM MR INTE Etv• Name: Title: 0 itr, Dalgaa AL, INC. St,ThatillUS MI WINGS, LW 3 CONFIDENTIAL Subject to Protective Order IATS - 000244 SDNYGM_02774349 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260989 EFTA01339617
I.ETTER OF INTENT lune (22., 2011 Freedom Alr Unemotional. Inc. 103 Faulk Road, Suite 200 Wilmington, DE 19803 Re: Keystone (Sikorsky) S-76C+t• Aircraft. Serial No. 760750.1LS. Reitistration No. N7221E. ladies and Gentlemen: MI Wings, LIC ("Purchaser") hereby expresses its intent to purchase from Freedom Air International, 1m. ("Seller") that certain Keystone (Sikorsky) S-76C helicopter (sometimes referred to as a 3-76C++) bearing Manufacturer's Serial Nu 760750 and U.S. Registration No. N722JE and two (2) Turboiner.a Arriel 232 engines bearing Manufacturer's Serial Nos. 42285 and 42286, together with 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 pan of the helicopter and all aircraft records and documents associated with the helicopter, all as is to be more particularly described in the definitive Aircraft Purchase Agreement described below (collectively, the "Aircraft"), subject to the following terms and conditions: I. The total purchase price shall he the sum of Eleven Million Nine I lundred Thousand U.S. Dollars ((JSS11,900,000.00) payable as follows: (a) Within three (3) business days after Seller's acceptance of this letter of Intent ("1.O1"), Purchaser shall wire transfer a fully refundable USS100,000.00 deposit (the "Deposit") to Insured Aircraft Title Service, Inc., Oklahoma City, Oklahoma, Attn: Kirk Woford, 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 Aircreft Purchnse Agreement described below (the "Purchase Agrosnent"); and (b) 'the balance of the purchase price in the amount of USS11,800,000.00 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 the Seller at said closing upon the CONFIDENTIAL Subject to Protective Order IATS - 000245 SDNY_GM_02774350 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260990 EFTA01339618
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 Purchase Agreement between Seller and Purchaser in form and substance mutually satisthctory to the panics, providing for the sale and purchase of the Aircraft on tams consistent with this LOT, such other terms as are typically found in transactions of the type contemplated herein and such other terms and conditions as nary be mutually agreeable to the parties. Purchaser shall provide an initial draft of the Purchase Agreement within seven (7) business days after the acceptance of this LOI by Seller and the Purelase Agreement shall be entered into by Seller and Purchaser within fifteen (IS) business days after the acceptance of this LOI by Seller. 'Tito 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 Purchase Agreement shall control for all purposes. If the parties fail to enter into a Purchase Agreement by such date, then, unless the parties agree in writing to extend the date for execution, the Escrow Agent shall, within one (I) business day, reimburse the Deposit to Purchaser and neither Seller nor Purchaser shall have any liability to the other pony. 3. The Aircraft shall be delivered with good and marketable title and free and clear of all lions, claims. demands and encumbrances. 4. The Aircraft shall be delivered in an airworthy condition with a valid standard 1I.S. certificate of airworthiness and shall in all respects comply with the Delivery Condition to he defined and specified in detail io the Purchase Agreement. 5. A prepurchase inspection of the Aircraft shall be conducted at a facility to he 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. 6. The rights and obligations of the panics under the Purchase Agreement shall he made subject to the simultaneous execution by the parties of a separate aircraft purchase agreement wherein Purchaser herein, as seller, shall sell to Seller herein, as purchaser, that certain Sikorsky S-76C helicopter (sometimes referred to as a 8.76C+) bearing Manufacturer's Serial No. 760472 and 11.S. Itegistration No. N I62Ali fin a purchase price of One Million Five Hundred Thousand U.S. Dollars (t tss I ,500,000.00). 7. Unless completed prior to the acceptance of this LOI by Seller, this LOI and the placing of the Deposit with the Escrow Agent shall be subject to the completion of a demonstration flight of the Aircraft to be provided by Seller with en executive of Purchaser or Aetna, Inc. being on hoard, and the affurnative approval of the Aircraft by mid executive upon the completion of said demonstration flight. 2 CONFIDENTIAL Subject to Protective Order IATS - 000246 SDNY_GM_02774351 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0026099 I EFTA01339619
8. This 1.01 will remain in Oleos until 5:00 p.m. EDT on June 30 2011, after which, if not accepted by Seller. it shall expire and have no further force or effect. This LOt may be accepted by Seller's returning by fisigalgaddaglampl signed by an authorized representative to "V d dsy e j at prior to that time. (fax number) MI WINGS, LLC ACCEPTED: FREEDOM AIR INTE TIONAL, By: Name: Title: Date: 567571v2:32015 CONFIDENTIAL Subject to Protective Order IATS - 000247 SDNY_GM_02774352 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260992 EFTA01339620
S-76C++ S/N 760750, N750A (N722JE) Acceptance Keystone Helicopter Company / Sikorsky Global Helicopters Coatesville, Pennsylvania For Larry P. Visoski AIR GHISLAINE February 9, 2010 @ Hugh Redditt Company CONFIDENTIAL Subject to Protective Order IATS - 000248 SDNY_GM_02774353 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260993 EFTA01339621
S-76C++, Serial Number Audit Report Table of Contents 760750 Helicopter Audit Checklist PAGE Avionic & Equipment 4 Aircraft & Equipment 6 Aircraft Documents 6 Maintenance Program 8 Aircraft Evaluation 9 Interior Inspection 9 Exterior Inspection 11 List Of FAA Form 337'S & STC'S 15 Aircraft Component List 16 AD Compliance Report 23 Acoustic Data Report 26 Track & Balance Report (4P & I P) 27 Weight & Balance Sheet 29 Installed Equipment 30 760749 Photographs 38 @ Hugh Redditt Compan; CONFIDENTIAL Subject to Protective Order IATS - 000249 SDNYGM_02774354 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260994 EFTA01339622
Helicopter Audit Checklist Sikorsky S-16 Date: January 27. 2010. CONFIDENTIAL A/C: S-76C++ SA4: A/C TT: 19.0 hours, DATE OF FIRST SERVICE ENGINES: rUfbOillre.R 760750 Reg.#: N75 OA Mfg Dale: 8 DEC 2008 Total Landings: 30 .111 Engine N2 Engine MAKE/MODES DATE OF MPG SERIAL NUMBER TOTAL TIME SINCE. NEW TOTAL CYCLES SINCE. NF.W NI: 41.1 /142: 46.0 cycles TOTAL STARTS RE-MARKS: Both engines installed on 26 November 2008 — aircraft and both engines total time: 0.0 hours. Arriel 252 30 OCT 2008 42285 19.0 hours 58 Arriel 282 30 OCT 2008 42286 19.0 hours NI:40.1 /912: 44.4 cycles 56 MAIN GEARBOX INTERMEDIATE-7/4- GEARBOX 31. t"' TAN; GEARBOX, PART NUMBER 76351-09600445 76357.05600.041 7635845600.041 SERIAL NUMBER A231-00485 A242-00472 A23B-00477 T.T. SINCE. NEW 19.0 19.0 19.0 T.T. SINCE 0/H - - POWER-BY-HOUR No No No I. Airworthiness Certification Date8 DEC 2008. Transoon. Registration Certificate: k.27-2009 isms sansers.~.. COMManir or riwnromAnOn-rtoulm MmTKINICabratTIMIS STANDARD AIRWORTHINESS CERTIFICATE Cr rat ott6 trOfTS4 11750/4 t 86, SI: 6C • ..."666.• ^-'- 9- - etc•••••- knar warenneWtnell. r - EARFEH600/ NE tfatt. To: a zoos labs 00•00041• •••• Or SO WIT/40 It lo.44 1•41tArtAiny 0.40141.1•1=MIXM.MILCAL% trier •••PC••••CmitS1 FAA Fenn 111(134 Oa Gay as waren erromenaniema mint MY ea arra SN POMOlin tees WY oni impaled la nctionc•Wit. Wane Deep Dalt, unlit 01. ProtlociblCrlerate 12 Iht ore ••• byte tO to a'. . coadke lot sob eponilot. hive deenvuntera. NC In•els re ..4.0 Weed. Ter re coital* rt4utikid ON I hen lingFAA bra Ilona me ONOTte. O. ?Me to arrnaiNA•s% lon corneae Oen not Own IIPcheefre At iriNtlen MOM INet in )2 mS Total laden I Hugh Redditt Company oleise um , He WalnInelnaln S antroo-w• re .14 2e/I K.it . r64405INE, Subject to Protective Order IATS - 000250 SDNY_GM_02774355 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260995 EFTA01339623
2. Date of Last Annual Insp.: N/A , Due: N/A . 3. Radio License Date: N/A Expiration: N/A . 4. Flight Manual - Weight & Balance Date: 24 JAN 2010. Corrected Thru: N/A. -Empty Weight: 8353.0 lbs. C.G.: 208 2 Moment: 1739175.0. -Maximum Gross Weight: 11.70Q lbs. CONFIDENTIAL 12000 11203 GOO) 110/14) WEIGHT AND CENTER OE GRAVITY ENVELOPE -0 -06•0 1000 • Pan 00.0.00 ti - M 2rs, ho tan. AA Yon Atom& 04 IM.m0 .4. 14AIII0. ,1/4.6.•••••••••••••••? —0 - $'••••0D•al.0.1.0,1•••••• • 80‘. 1•4 —o-- It to ma oator est...0M IMO MAO 21090 MAO an 5. Airframe Logbooks Review: I FEB 2010. 6. Engine Logbooks Review: I FEB 2010, 7. Airframe AD, CSN, CSB/ASB, T.B., etc. Compliance Review: J FEB 2010 8. Engine AD, CSL, CET, CSB/ASB, etc... Compliance Review: 1 FEB 2010. 9. Aircraft Inventory, (Equipment & Option), List Copy: AV IONIC & EQUIPMENT SYSTEM •'"-- 7 I:. TYPE QTY COMMUNICATION SYSTEM NAVIGATION SYSTEM RADIO TUNING UNITS FLIGHT DIRECTOR AUTO PILOT SYSTEM DISTANCE MEASURING EQUIPMENT SYS. AUTOMATIC DIRECTION FINDER SYSTEM TRANSPONDER COMPASS SYSTEM COLLINS VIIF-22A COLLINS VIR-32A, GSIMB COLLINS RTU-4200 HONEYWELL SPZ-7600 DAFCS Same as Flight Director COLLINS DME-42 COLLINS ADF-462 COLLINS TDR-94D"Mode S" LITRE LCR-I00 @ Hugh Redditt Company Subject to Protective Order 2 2 2 2 2 2 2 IATS - 000251 SDNY_GM_02774356 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260996 EFTA01339624
RADIO ALTIMETF.R SYSTEM RADAR LONG RANGE NAVIGATION SYSTEM GI DRAT. POSITIONING SYSTEM COLUNS ALT-55B HONEYWELL PRIMUS 880 UNIVERSAL. UNS-IFw (WAAS FMS) Pavlof UNS-IFtv EELS HONEYWELL ED& 7564 Tube 2 MULTI-FUNCTION MOVING MAP DISPLAY GARMIN GMX-200 MULTIFUNCTION DISPLAY - 'IDS SYSTEM (IDS -3 Tube STOFtMSCOPE 0 ALTITUDE ALERTER HONEYWELL AL-300 AIRBORNE 1 ELEPHONE TRUENORTH SATCOM 1 COCK PI 17CAITIN INTERPHONE SYSTEM MULTIFUNCTION DISPLAY HONEYWELL MFRD MULTIFUNCTION DISPLAY IIDS - 3 Tube 3T TCAS BENDIX KING CAS-66A TCAS 1 STANDBY ATTITUDE INDICATOR JET ADI-335D STANDBY AIRSPEED INDICATOR AEROSONIC 20020-11293 STANDBY ALTIMETER AEROSONIC 101720-11810 STANDBY POWER SUPPLY JET PS 855A GROUND PROXIMITY WARNING SYSTEM HONEYWELL EGPWS MK XXII EMERGENCY LOCATOR TRANSMITTER ARTEXELT-406NIIM COCKPIT VOICE RECORDER UNIVERSAL CVR-I20 UNDERWATER LOCATOR DUKANE 120 AUDIO PANEL dB SYSTEMS 380 2 DIGITAL CLOCK DAVTRON M877 2 STEREO ELT BATTERY REPLACEMENT DATE DEC 2013 UUT FtEPIACEMENT DATE AUG 2014 (WEE SC47042) SINGLE PILOT IER Yes XX No REMARKS: F.FIS Displays ED-800.4 ea), Emergency ICS System, Honeywell LSZ-860 Lightning Strike Sensor System. leppView Option Tor the Gamin GMX-200, Penny & Giks ADC 2 ea., PC-251-I23KA Static Inverters 2 ea, 3 IIDS Displays, Gamin GDL-69A XM Weather Receiver wFXM Radio, Emergency ICS (COM) Panel @ Hugh Redditt Compan; CONFIDENTIAL Subject to Protective Order IATS - 000252 SDNY_GM_02774357 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260997 EFTA01339625
AIRCRAFT & EQUIPMENT CONFIDENTIAL =Ea MICROPHONE. CAPTAIN: No HEADSET CAPTAIN: Yes FLASHLIGHT CAPTAIN: Yes CABIN: FIRST OFFICER: FIRST OFFICER: FIRST OFFICER: COCKPIT FIRE EXTINGUISHER & LOCATION: RAI Broom Closet SUN VISORS: APPROACH PLATE HOLDER (PLT & CPLCPLT): No Yes Yes CABIN FIRE. EXTINGUISHER & LOCATION: Aft Right Iowa cabinet. LIFE LINES LIFT JACKET LIFE RAFT & ELT SURVIVAL KIT X FIRST AID KIT, CABIN X KEYS X SMOKE DETECTOR BAGGAGE COMPARTMENT Yes GENERAL EQUIPMENT INSTALLED. X HEATED GLASS WINDSHIELD X ROTATING LANDING LIGHT X LAI & PM QUICK BOARDING STEP BLEED AIR CABIN HEATER X C4 ENVIROMENTAL SYSTEM X ENGINE.7.A PREPS CHIP DETECTORS FREON AIR CONDMONER X CABIN ICS SYSTEM WHELEN STROBES X PULSELITE X FIXED LANDING LIGHTS LH & RH X ELECTRIC DOOR LOCKS HEATED FOOT PADS (cockpit) CABIN DISPLAY (B&D) HAM. STAND. AIR CYCLE MACH. X EMERGENCY FLOATATION SYS CARGO HOOK/ NET RESCUE HOIST! BASKET SNOW KIT SEARCH UGIIT RAT CABIN SLIDING DOOR X ROTOR BRAKE, MANUAL SYSTEM X CABIN PAGING/CHIME SYSTEM X LOGO LIGHTS RECOGN. LIGHTS PROVISIONS - AUX FUEL TANK X ENGINE WASH FITTINGS AUX FUEL TANK X RECOGN. LIGHTS X FUEL CAPS, HINGED ICE PROBE- ROSEMOUNT X CHADWICK-HELMUTH - PROV. X COCKPIT GOOSENECK LIGHTS X SP BIFILAR X OVERHEAD LATERAL ABSORBER X IPOD DOCK 1 AUDIO CONNECTION X HYDRAULIC QUICK DISCONNECT FITTINGS Remarks: LED Lights, 4ea. 110 Volt AC Outlets in Cabin, 4 ea. 12 Volt DC Automotive Outlets in Cabin, Cabin ICS System with 8 ea. Bose Headset Jacks and Call Button INVENTORY OF LOOSE EQUIPMENT TO GO WITH TILE A/C: Keference Inventory Sheets 10. Copy of Complete Electrical Load Analysis Data Package For the A/C: Report p EL01859 Key. B dated 12 JAN 2010 II. A/C Manuals and Documents: AIRCRAFT DOCUMENTS: C of A: Yes RADIO STATION LICENSE: No FLIGHT MANUAL: Yes REVISION STATUS Current EQUIPMENT LIST: Yes @ Hugh Redditt Company REGISTRATION CERTIFICATE: Yes TELEPHONE STATION LICENCE: No FLIGHT MANUAL SUPPLEMENTS: Yes COCKPIT CHECK LIST: WEIGHT & BALANCE MANUAUSECTION: Yes Subject to Protective Order IATS - 000253 SDNY_GM_02774358 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260998 EFTA01339626
OPERATING MANUAL: WA PERFORMAMANCE MANUAL: N/A A/C LOGBOOK: Yes ENGINE LOGBOOKS: Yes 337'S: Yes APU LOGBOOK WA MAINT MANUAL: Yes We Yes MFG WIRING MANUAL: Yes OUTFITTING WIRING MANUAL: Yes ELECT WAD ANALYSIS: Yes STRUCTURAL REPAIR MANUAL: TOOL & EQUIPMENT LIST: NON DESTRUCTIVE TEST MANUAL: A/C SB's: Yes A/C CSN's: Yes ENG SB's: Yes STC: Yes COMPASSCALIBRATION CARDS: Yes ALT CALIBRATION CARDS: AVIONICS HANDBOOKS: Yes JEPPESEN MANUALS: N/A WARRANTY CERTIFICATE: Yes PLACARDS: Yes VENDOR COMPONENT COMPUTER LISTING FOR COMPLETE A/C: WA REMARKS: Maintenance Manuals were sent directly to owner. Aircraft Data Books (Books I thru 6), 1 ea. Instructions for Continued Airworthiness (ICA) Binder; lea. Approval Log Binder 12. Copy of Wiring Prints: yet, 13. Serial Number Verification Check: 30 JAN 2010. 14. Marathon SP-376, 40 Amp NiCad Battery, P/N: 30596-001 S/N: 10802197 15. Pitot-Static System Leak Check, (FAR 91.411, 2yr test), - Date: 2 JAN 2010 Next Due: JAN 2012. CONFIDENTIAL 16. Air Data Computer (ADC) Calibmtion, FAR 91.411: • Pilots: SM: 006836-001 Date: 2 JAN 201Q - Copilots S/N: 006837-002 Date: 2JAN 201Q - Standby Altimeter. S/N: 291256 Date: 2 JAN 201Q Next Due: JAN 2012 Next Due: JAN 2012. Next Due: JAN 2012. 17. Transponder Test, FAR 91.413: (TDR-94D) - NI S/N: a Date: 2 JAN 2010 Next Due: JAN 2012. - N2 S/N: 30MLF Date: 2 JAN 2010 Next Due: JAN 2012. IS. Compass System Type: Liter AHRS I.C1t- 100 Swing Date: 13 JAN 2010 - Standby Compass Swing Date: 13 JAN 2010. 19. Ground powercheck of all systems, (electric, hydraulic, eight Control): Aircraft was static - 1QIAN M, Flight Test: 9 FEB 2010 20. Emergency Float Insp. Date: JAN 2010, Next Due: JAN 2011 - R/H Nose Float Cartridge Removal Date: APR 2014 (6070) - Ml Nose Float Cartridge Removal Date: APR 2014. (6061) - Rill Main Float Cartridge Removal Date: APR 2014 (6054) - 1/H Main Float Cartridge Removal Date: APR 2014. (5586) Float Bottles: Valve & Cylinder Assy. (P/N 76251-01103-102) - R/H Nose F.B. S/N: 2O2, R&R Date: JAN 2020 - L/H Nose F.B. SIN: 5761 R&R Date: JAN 2020 - /UN Main F.B. S/N: $.1¢3, R&R Date: IAN 2020. -1/H Main F.B. S/N: R&R Date: JAN 2020. Main Landing Gear Explosive Links: (76251-00707-042) 7 @ Hugh Redditt Company Subject to Protective Order IATS - 000254 SDNY_GM_02774359 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260999 EFTA01339627
- Rill SIN: M11518, R&R Date: FEB 2007. • L44 SIN: AA' 1457 R&R Date: FEB 2007. 21. #1 Eng Fire Bottle Wt Check Due: 31 DEC 2010 Hyd Test: MAY 2013 Retire: MAY 2023 S/N: 17 - Main Cartridge Removal Date: I APR 2018. (00935) - Res. Cartridge Removal Date: I APR 2018. (00941) #2 Eng Fire Bottle WA Check Due: 31 DEC 2010. Hyd Test: MAY 2013. Retire: MAY 2023. S/N: 0472 - Main Cartridge Removal Date: 1 APR 201 , (00931) - Ra. Cartridge Removal Date: I APR 2018 (00963) 22. M.L.G. Blowdown Bottle Last Service Date: J I NOV 2008 Due Ilyd. Test: NOV 2011 Ret. Date: JO 2023 S/N: 23. ECU Type: Keith C4 (Freon C34a1 24. ELT Make: NCI EX C406 NUM P/N: 453-5061 S/N: 06990. Battery Expiration Date: DEC 2013 25. Type Oil: #1 Engine: MOBIL 254, #2 Engine: MOBIL 254 MOB: DOD-L-85734 (BP-25), IGB: DOD-L-85734 (BP-25) TGB: DOD-L-85734 (BP-251. 26. Chadwick Provisions: 1.4/R: Yes, T/R yst 27. Hoist, (if installed): WA, Cable Insp.: MA, Hook: Eta, Insp.: NLA, 28. Maintenance Program and Next Major Inspection Due: MAINTENANCE PROGRAM: Sikorsky Recommended Program PART 91:409(F)(31 135: , 121: 125: - COMPUTER MAINTENANCE PROGRAM: Hal - LAST MAJOR AIRFRAME INSP/PI IASE TYPE INSP: 100 Airframe Inspection. ACTT: 14 hrs., DATE: 1 I JAN 2011. - NEXT INSP DUE: 25 Hour Insp. Due: € 30.4 hrs. 50 Hour Insp. Due: € 55.4 hrs. MO Hour Insp. Due: @ 105.4 hrs. 200 !bur Insp. Due: @ 200 hrs. 300 Hour Insp. Due: @ 300 hrs. 500 Hour Insp. Due: € 500 hrs. 900 Hour Insp. Due: @ 900 hrs. 1250 Hour Insp. Due: @ 1.250 hrs. Zone I Insp. Due: € 1,500 hrs. Zone 2 Insp. Due: € 1,500 hrs. Zone 3 Insp. Due: € 1.500 hrs. 7.one 4 Insp. Due: @ 1,500 hrs. Zone 5 Insp. Due: € 1,500 hrs. 3000 Hour Insp. Due: € 3.000 lus. 50 Hour Eng. Insp. Due: € 50.0 /50.0 hrs. F.ng. Hours ISO Hour Eng. Insp. Due: @ 150 / ISO hrs. Eng. I lours @ Hugh Redditt Company CONFIDENTIAL Subject to Protective Order 1ATS - 000255 SDNY_GM_02774360 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0O26100O EFTA01339628
300 Hour Fte, Insp. Due: @ 300 / 300 hrs. Eng. Flours 12 Month Insp. Due: Q 11 JAN 2011 3 Year swashplare lnsp. Due: Q II JAN 2013 3 Year M/R flub Insp. Due: 4)) 11JAN 2013 1250 Spindle Insp. Due: Q 1,250 hrs. Remarks: I Ian ..Wood MY At mails IN inialteakiets Re me cattle 'weed and I 1 hewn FM 440(1.2, ad Ogaisby 4.2003 be Salad diercathass. TIM cellos% doss nacho. I <SOWS NC tespedbn. Moab:64*w 12 TOW LaMar • tavola elm 104•0••••••••• .0.1•4WASASIO•Onr• WWI Fs/ pews Wel to aro, Fe. tes.!" blepOpnlotinteral. 01µ00 loOSIS w at 'arm egiNunp cottenvi Mei be . 4 , 4.11, Ma. I1..0* le LIM Sionleg 034 Rao IA191 e.NO .L1WOn.1 es lent.M.1 1 E .:7400-•• l•C 04 100.0 11114001 16,4_12 'Wald IS/ IOC C. CO1 I t14,..7:00 29. Items due TBO Limits or SLL in the next 500 hrs.: N/A. helicopter new. 30. General Condition Statement: (General description about condition of the fuselage and components, deterioration, insecure attachments, improper component installation, component operation. List of discrepancies optional.) * This is a strong visual inspection using this Audit Checklist as a guide. This Is an AIRWORTHINESS INSPECTION (i.e. 25 hr., 50 hr. 100 hr. inspection, etc.) * Remove: Tail drive shafting cowling, IGB cowling, TUB cowling, Tail cone access panel. fwd "E" bay panels, Battery access panel, Minton° access panel and Race car cowl. AIRCRAFT EVA Ill AT ION DAMAGE HISTORY: None INTERIOR INSPECTION. INTERIOR CONDITION: JN # of PASSENGER SEATS: IL. COLORS: _Mica Ultrasuade (Off-whitel. Seats arc Paprika Colored Wool Flannel Medium Bronp• Plated Hardware. Walnut Burl Wood Veneer. FLAME TESTED - FAR: 25.853(a)( I). (a)(2). (a)(3) & (a)(4) - Reference Keystone Helicopter Ration # ER01859.8 dated: 29 JAN 2010 EMERGENCY EXIT LIGHTS & MARKINGS: Yes. SHOULDER HARNESS CREW: 1st CABIN SEATS: yam, EQUIPMENT LOCATION PLACARDS: lei CABIN NOISE LEVEL CHECK, COPY OF dB SOUND SIGNATURE: 81.2 dBA Reference 760750's Interior Cabin Acoustic Data Report. REMARKS: Aircraft interior is new and in excellent condition. It is in a eight place VIP with storage under the fore and aft bench seats, these bench scats have full length cushions, and a cockpit/cabin divider configuration. (It is a deluxe VIP Interior, featuring: cocoonrSilencer" interior shell with isolator mounting, cabin/cockpit divider bulkhead, leather upholstery, cabin door threshold lighting, cabin switches, cabin decorative plating, cabin dome lights with cockpit control, cabin reading lights. It has a lightweight Acoustic Noise Reduction — Bay Blanket Kit installed.) The interior window panels arc tinted. The basic seat frames, overhead panels, and side panels are sound (new). No torn or frayed leather is apparent. The interior is designed to meet the following load criteria: 6 G down, 4 G fwd, 3 G aft, 3 G side or any combination of such loads with a vector sum of 6 G (max) in any direction. Attach and support structure must exceed these loads by a factor Hugh Redditt Compan; CONFIDENTIAL Subject to Protective Order IATS - 000256 SDNY_GM_02774361 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261001 EFTA01339629
of 1.33. The "Silencer" interior has been difficult to fit properly. Much rework done on panels. REFERENCE: Interior specification. • Cabin Seats: All facing Forward bench seat with full length cushions (bottom & back) with three (3) under scat storage drawers. The forward facing all bench scat cushions arc contoured similar to the front bench seat. A stiffener has been added to the bottom cushion. There is a shortened center fold down ann rest with internal storage located in the middle of the aft bench seat. A fuel extension cabinet with three fold down doors is located under the all bench scat. Scat cushions covered in "paprika" colored Wool Flannel. Seat cushions styled similar to a Rolls Royce Phantom type seats. • Crew Seats: New, mounting secure, sheepskin seat face insects. First aid kit located below copilot scat. OK. Headliner: The headliner fit is OK — minor gaps noted on close inspection where panels fit together. (Mica colored Ultra-suede) Takes skill and patience to install and remove. Scat Belts: New, plated hardware and beige earth tone color. Operate properly. • Cabin Floor: OK. • Carpet: New off-white wool carpet with geometric pattern, a spare is provided for the cabin and cockpit. • Side Walls: Ok, Keystone/Sikorsky had difficult time getting these to fit correctly. The wood veneer pieces do not appear to fit snuggly at seams. (Small gaps by door seams.). • Credenza: N/A - Not installed. • Fixed Cockpit/ Cabin Bulkhead Divider: Serviceable - A bulkhead dividing the cockpit and cabin is provided in the forward cabin. This bulkhead is integral with the "Silencer" wall panel system and cannot be removed. • Inst. Panel: Serviceable, good condition. All gauges, switches and panels secure no broken or loose instrument glass. All switches, circuit breakers and knobs OK. Placards are serviceable. The panel and console paint was detailed. Four (4) EFIS Tubes, LIDS, digital radio master and weather radar. • Door Latches: Operates correctly. All doors were reworked to have their door latch upper pin to fit/operate correctly. • Interior Window Panels: Ok - serviceable, optically clear - tinted inner plastic panels. @ Hugh Redditt Compan; CONFIDENTIAL Subject to Protective Order IATS - 000257 SDNY_GM_02774362 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261002 EFTA01339630
EXTERIOR INSPECTION: A/C CONDITION: aw, PAINT COND: New, DATED PAINTED: DEC 2009. PAINT MODIFICATION CENTER: Sikorsky Global lielicomers (Keystone). Coatesville. PA. PAINT COLORS: DuPont IMRON Phantom Grey Effect (P1251 EP-400) and Silver Platinum (P17.53Ell EMERGENCY EXIT MARKINGS: YE T/R DANGER MARKINGS: ,112, STROBE LIGHT: Xga EXIT LIGHT: Yes ANTI-COLLISION LIGHTS: ill, LIFE RAFT TIE LINE FITTING: 5 EXTERNAL A/C PROTECTIVE COVER KIT: (ENG, prior, BLADE TIE DOWN, ETC.): X21, Overall Airframe: (Hangar Rash, Corrosion, Leading & Trailing Edges, Etc.) • Overall the aircraft is in new condition. The aircraft is painted Phantom Grey Effect overall. All components and engines are new and serviceable. It has the "3" P & "5" P bifilars installed. The engine cowling, metal exhaust section are serviceable. No corrosion areas noted on the airframe. There were no running leaks or major seeps or obvious damage noted. The flight controls arc serviceable. The MGB, transverse and engine machinery decks were dry. The engine wash connections arc located in the baggage compartment overhead. It has a heated glass windshield, pitot tubes and static ports. Pilot and copilot windshield wipers are installed. The vertical stabilizer inspection access panels arc incorporated. The modification for cold working T/R Pylon Aft Spar Assembly fastener holes and replacing fasteners in accordance with Sikorsky CSN 76.237A, has been accomplished. The aircraft brakes and tires are new/ serviceable. Landing gear mechanisms arc new/ serviceable. The Sikorsky emergency flotation system is installed. It has the standard short radomc. The aircraft has a Ull & Rill "quick step" retracting boarding steps for the cabin doors. @ Hugh Radcliff Company CONFIDENTIAL Subject to Protective Order IATS - 000258 SDNY_GM_02774363 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261003 EFTA01339631
The doors now operate smoothly and shut properly. Latches work OK. All door seals arc serviceable. The forward "E" Bays arc OK, rain covers installed and Avionic mounting secure. The baggage compartment is clean, no oil dripping from ceiling, which is caused by any oil leaking from machinery deck. The baggage door seals arc serviceable. The baggage compartment wall panels arc in good (new) condition. The historical records and aircrall and engine logbooks arc complete. Itikorsky , _ NOT TORE USED FOR MANUNACTVRING NA 4141GAIMI A re Rev t 0 rst-Yutt.1 "-- r,— ocnot_aitti: i.triretakkAnaseritrgactrtenklalfirCaremtisokrattOPirratitsuipt artmarawratJ Windshield: I leauxl glass windshield new. The windshield and windows are optically clear. Windshield wipers installed. The top of the windshields have a green tinted 3M Film applied. • Windows: Replaced VII cabin door window. • Doors: R/ti cabin & Rill cockpit doors operate properly. NACA Scoops (ram fresh air vent) on cockpit doors and removed from cabin doors. Need to adjust both LAI & R/H cabin doors. (All 12 @ Hugh Redditt Company CONFIDENTIAL Subject to Protective Order IATS - 000259 SDNY_GM_02774364 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261004 EFTA01339632
doors adjusted) Single Action- Cabin & Cockpit Emergency Door Release one link is added to the Emergency Door Release Pull-Lever that simultaneously raises the Door Lock, thus permitting a single release of the cabin and cockpit door locks in an emergency condition. • Quickstep: Op-checked OK. • Nose & Radome: No obvious defects noted. Fwd "E" Bay: Clean — OK. Pulselites/recognition lights installed to shine through forward chin bubbles. • Aft "E" Bay: Clean — OK. • No defects noted, - floor protector incorporated. • Flight Controls: Ok, no obvious discrepancies noted. • Servos: Ok, mounting secure — no leaks. • Hydraulic System: Ok, Properly serviced, quick disconnects relocated to baggage compartment overhead. • MAI Head: "3" P & "5" Bililars installed, bonding straps installed, Serviceable. Spot paint P/C Rods. Spindles: Ok — bonding straps installed. Dampers: Ok. Ok — serial numbers on "5" P weights difficult to read. Rotating Scissors: Ok. Stationary Scissors: Ok. Swashplate: Ok, dirty. @ Hugh Redditt. Company CONFIDENTIAL Subject to Protective Order IATS - 000260 SDNY_GM_02774365 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261005 EFTA01339633
• M/R Blades: New. Paint scheme #2. full-length titanium erosion strip. All M/R blade root end spindle attachment shims edges pm-sealed. All blades are P/N 76150-09100-053. There is no hangar rash or wear marks on the blades. M/R Blade sequence red, black, yellow, and blue. Red (A086.03958): Serviceable - new, this blade is a replacement for A086-03771 which was replaced due to tracking difficulties and the inability to get a smooth ride with the original blade. Blue (A086-03769): Serviceable - new 10 Yellow (A086-03768): Serviceable - new > Black (A086-03773): Serviceable - new • MGB & MGB Deck Area: Clean, no leaks noted, properly serviced and mourning secure. The wires, hoses and lines in vicinity of the MOB are properly mounted and secure. Lower MOB transverse deck area clean. • Rotor Brake: OK - New, actuator properly serviced. • Engine Area: Overall clean, lines and harness secure. Firewalls OK. No major fuel or oil leaks noted. No major discrepancies noted with wiring harness, lines and hoses, except minor oil seeps on #1 & 02 engine. (corrected). Inlet filters clean. Eaton pulse electric Chip detector system (FUZZ Burner). Engines and Airframe total time 0.0 hours at installation. No borescope inspection done at this time. Shafting: OK. MI Eng: Serviceable (new), Turbomeca has accepted the engine operating parameters and power margins. Mounting secure. Passed power assurance check. Replaced "Harley" Tube. #2 Eng: Serviceable (new), Turbomeca has accepted the engine operating parameters and power margins. Mounting secure. Passed power assurance check. Corrected oil seeps. Replaced Generator vent tube. • Intermediate Gearbox (1GB): OK, properly serviced, mounting secure. • Trail Drive Shaft: Ok. > Viscous Dampen & Bearings: OK, properly serviced viscous dampers. • Tailboom Arca: OK. 17K Cables & Fairleads: OK. • TM Gearbox: Serviceable, properly serviced and mounting secure. • T/R Blades: New. Bonding straps installed. • Horizontal & Vertical Stabilizers: OK. Inspection panel installed per CSN 76.207. Static wicks installed on Horizontal Stabilizer. Cold worked T/R Pylon AR Spar Assembly fastener holes and replaced fasteners in accordance with Sikorsky CSN 76-237A. • Wheelwells & Landing Gear: Properly serviced, emergency flotation system installed. Right Main: New, properly serviced. > Left Main: New, properly serviced. Nose: New, properly serviced. Brakes & Tires: New, serviceable. > Emergency Flotation System: New Installation, Properly serviced - serviceable. • A/C Belly: OK, antennas secure. All antennas sealed at the base. • Fuel Tanks: OK • No leaks or seeps, locking hinged fuel caps. • Cowling: OK, fit fair. • Corrosion: None noted. • Leaks: No running leaks, seeps or stains noted. • Hangar Rash: New. @ Hugh Redditt Company CONFIDENTIAL Subject to Protective Order IATS - 000261 SDNY_GM_02774366 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261006 EFTA01339634
MAINTENANCE INSPECTION: • CHECK OUT ALL INTERNAL & EXTERNAL LIGHTING: Yes. ACCEPTANCE TEST FLIGHT: Februa ,ry 910I0 REFERENCE SIKORSKY ACCEPTANCE CHECKLIST SHEETS Acceptance Test Flight: 9 FEB 2010 ECU IN FLIGHT CHECK OUT: 1 HEATNENT IN-FLIGHT CHECK OUT: / IN-FLIGHT CHECK OUT: Weadia Radar: / COMM'S: / NAV:— / — EMS: 1 GLIDE SCOPE / MARKER BEACON ____ -7 --- LIDS: i VORf VOT accuracy check: NI / / #2 1 ADP. 1 DME: 7 — XPON DER NI &N2: / ADCS I 1 ADC12: 1 Standby ALT: —/— RAD ALT: I EGPWS: / TCAS I: / Standby MS: —1 — GARMIN 200: 1 NI AHRS: / S2 AHRS: / Standby ADE 7 — ALT ALERTER: —1 — UNS-I F FMS: / ILS: 1 PASSENGER BREIFER: WA ICS SYSTEM: 1 AC WEIGHT: I FLIGHT IMAGE RECORDER (DYES): WA CV R: 1 AUTO-PILOT TEST: 1 FUEL QTY TEST: No Remarks: CONWLETE POST FLIGHT INST.& LEAK CHECK OF ALL COMPONENTS, GEARBOXS AND SYSTEMS: SUMMARY I. LED Landing Lights, Strobe Lights, Anti-collision Lights, Logo Lights and Recognition Lights. 2. The Red Main Rotor Blade was replaced. 3. CAW CSN 76-237A - Vertical Stabilizer Aft Spa assembly - Cold worked T/R Pylon AR Spar Assembly fastener holes and replaced fasteners. 4. C/W ASB 76.76.5 — Engine Power Control Levers (ECL) In-Track Force Adjustment 5. Replaced UH cabin door window — was not optically clear. LIST OF FAA FORM 33TS & STUB S-T6C++. SIN 760750 Ent RECORD OF MAJOR REPAIRS AND ALTERATIONS PO' Mt TOMO Ne DM 81337 Rae NM besoraca Me mimamdcw I 11 January 2010 X twa Celicat• Renton. 11 January 2010 X Inalls 11 Janua-.2010 = Item Ian.* 4 11 Jame, 2010 1•40mAcCiddi S IIJanuary:2010 X Cabal Now m Wit 8/6147b4Y min*, 20 PYS 11 23,08n/2010 X 10IC NW IMO 8 11 AV..): V 3010 X ROC Cabo CS* aawdnmem %stem 611 6 11 Janusre 2010 X KNC IISVACt 0ONZ. IKVA Convene 8110 10 II Aviary 2010 a Sm21•UNS.IfwFUSv41.1.PV SVCS: 810:12461NY 11 22 JanAwy_2010 X TED Z;(14841114* $2O1: $I01414NY-D , 12 , 22 Janua_2010 X car o GO. s* l em arcs: sivigumad 11 22 anon 2010 K Teu to AMCOM &tom. WIIII U OPS 8641 ISTCP: Sit02S10NY41 eNa @ Hugh Redditt Comport? CONFIDENTIAL Subject to Protective Order IATS - 000262 SDNY_GM_02774367 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261007 EFTA01339635
DATE: January 27.201Q S•76 COMPONENT LIST 5-76C4-s SIN: #1 ENGINE: Artie' 760750 NC TT: 19.0 FIRS TOTAL LANDINGS: HRS 2) 252 5/N. 42285 ENG TT: 19.0 #2 ENGINE Artie' 252 5/14: 42285 ENG TT: 19.0 HRS NOMENCLATURE PART NUMBERCr SfN I T.T. T50 1 T.REMAIN I TBMSLL WE Blade red 76150-09100-053 A086-03958 15.9 27,994.1 28,000.. Mitt Blade black 76130.09100-053 A086.03773 19.0 21,981.0 28,000.. AVE Blade yellow 76150-09100-043 A086-03768 19.0 27,981.0 28,000.. AYR Blade blue 76150-09100-049 A086-03769 19.0 27,981.0 28,000.. Mat Head Assy 76000-09300-546 marmorean 19.0 19,581.0 19,600. AVE flub 76103.08010449 8027-00368 19.0 -• 17.9810 18,000. Spindle rod 76102-08001-045 G134-00766 19.0 4, 981.0 I 5000. Spindle blue 76102-08001.043 0134-00716 19.0 4,981.0 5000. Spindle yellow 76102-08001-043 0134-00775 19.0 4, 981.0 5000. Spindle black 76102-08001443 0134-00754 19.0 4,981.0 5000. Horn red 76102-08011-046 A050-04087 19.0 21,681.0 21,700. Hom blue 76102-08011-046 A050-04085 19.0 21,681.0 21,700. Horn Yellow 76102-08011.016 A050-04107 19.0 21.681.0 21,700. Horn Black 76102-08011-046 A050-04091 19.0 21,681.0 21,700. Spindle Nut red 76102418001.102 D186-03918 19.0 4,981.0 5,000. Spindle Nut blue 76102-08003-102 D186-04107 19.0 4,981.0 5,000. Spindle Nut yellow 76102-08003-102 D186-04056 19.0 4,981.0 5,000. Spindle Nut black 76102-08003-102 D186-04104 19.0 4, 981.0 5,000. Kahr Bearing red SB 5206-202 B199-21436 19.0 1,231.0 1,250 Kahr Bearing blue SB 5206-202 B199-21437 19.0 1,231.0 1,250 Kahr Beating yello SB 5206-202 B199-21444 19.0 1,231.0 1,250 Kahr Bearing black SO 5206-202 B199-21395 19.0 1,231.0 1,250 Mat Swashplate 76104-08500-044 A238-00476 19.0 19.181.0 19.200. Blau MW. 76107-08100-013 Upper Arm Amy. 76107-08001.101 D173-00100 13.6 29,386.4 29,400. Lower Aim Assy. 76107-08001-104 D173-00075 19.0 -- 29,381.0 29,400. Bitibs Weight Amy 76107-08004-057 E187-00935 19.0 -- 29,381.0 29,400. Bifilu Weigh Assy 76107-08004-057 E187-00924 19.0 • • 29,381.0 29,400. 29,400. Bifilar Weight Assy 76107-08004-057 8187-00908 19.0 -- 29,381.0 Bifibf Weight Amy 176107-08004-057 E187-00912 19.0 -- 29,381.0 29,400. Bifilar Weight Any 76107-08004458 11188-00133 13.6 - • 29,386.4 29,400. Sillier Weight Any 76107-08004-058 H188-00158 13.6 -- 29,386.4 29,400. Bifilar Weight Assy 76107-08004-058 H188-00154 13.6 29.386A 29.400. Bilibr Weight Any 76107-080W-058 11188-00159 13.6 29,386.4 29,400. Main Gearbox 76351.09600-045 A231-00485 19.0 3,731.0 3,750. 1GB 76357-05600-041 A242-00472 19.0 4,481.0 4,500. TOR 76358-05600-041 A239-00477 19.0 4,481.0 4,500. @ Hugh Redditt Compan3r6 CONFIDENTIAL Subject to Protective Order IATS - 000263 SDNY_GM_02774368 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261008 EFTA01339636
P& 2, S-76C++, S/N 760750 S-76 COMPONENT IAST NOMENCLATURE PARTPRWABER, - -3,7., • SRI T.T. TS0 T.REMALN TBO/SLL MOB Suppon Fit. 76209-03001-057 1102140336 1 19.0 -- 23,381.0 23.400. MOB Support Fit. 76209-03001-058 11021.00309 119.0 -- 23,381.0 23,400. T/R Blade Assy. (I) 76101-05501.042 A245-01026 19.0 •- -- Blade 76101-05020-048 A334-04676 19.0 -- 19,981.0 20,000. Blade 76101-05020-048 A334-04677 19.0 •• 19,981.0 20,000. Spar 76101.05017445 A293-05289 19.0 -- On Cond. On Cond. T/R Horn 76101-05006-042 B361-01051 19.0 •• 11,981.0 12,000. UR Horn 76101-05006-042 8361-00990 19.0 -- 11,981.0 12,000. T/R Blade Assy. (0) 76101-05501-042 A245-01027 19.0 -- -- - - Blade 7610145020-048 8334-00124 19.0 - 19,981.0 20,000. Blade 76101.05020-048 A334-04678 19.0 -- 19,981.0 20.000. Spar 76101-05017-045 A293-05293 19.0 -- On Cond. On Cond. T/R nom 76101-05006-042 B361.01039 19.0 -- 11,981.0 12000. T/R Dom 76101-05006442 8361-00949 19.0 -. 11,981.0 12,000. MosbordRommens 76102-05001447 A131-00749 19.0 -- 9,081.0 9,100. T/R D/S Brg Sot Assy. 7636144007-042 04840376 19.0 -- 2, JAN 201 981.0 5 3,000. 5 Years 'caring 5B1138-1011-102 -- 19.0 .. 2,981.0 JAN 2015 3,000. 5 Years Tat INS Big Spt Assy. 76361-04007-041 048-00372 19.0 -- 2,981.0 JAN 2015 3,000. 5 Years Bearing S131138-101/-102 -- 19.0 .. 2,981.0 JAN 2015 3,000. 5 Years T/R D/S Bra Sat May. 76361-04007-041 048-00385 19.0 - • 2.961.0 JAN 2015 3,000. 5 Years Bearing S81138-101/-102 -- 19.0 -- 2,981.0 JAN 2015 3,000. 5 Years Servo, FWD 76650-09805-Ill B345-02101 19.0 •- 2,981.0 3,000. Servo. Aft 76650-09805-Ill B345-02097 19.0 -. 2,981.0 3,000. Servo, LAT 76650-09805411 B345-02102 19.0 -- 2,981.0 3,000. Savo, TA 76650-05801-114 13346-00902 19.0 -- 1.981.0 2,000. Tail Cone 76000-04000-041 -• 19.0 -- -- - - Stabilizer Rain. Fit 76200-81004-046 0355-00249 19.0 -- 13,981.0 14.000. I Slats Support Fitting 76209-240IM-049 017-00243 19.0 -- 13,981.0 14,000. Stabilion Assy. 76200-06003-055 B253-02518 19.0 • - 37,681.0 37.700. DC Stan/Gen. 76550-09006-108 6479 19.0 •- 981.0 1,000. DC Star/Gen. 76550-09006-108 9170 19.0 -- 981.0 1.000. Bleed Air Shol-Off VS 176500-07903-103 2328 19.0 -. -- On Cond. Bleed Air Shut-ott Val 7650047903.102 2315 19.0 -- -- On Cond. @ Hugh Redditt Company CONFIDENTIAL Subject to Protective Order IATS - 000264 SDNY_GM_02774369 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261009 EFTA01339637
Pg. 3, S-76C++, SIN 760750 S-76 COMPONF.A LIST NOMENCLATURE' PART NUMBER • SIN TM T.REMA1N YBO/SULii.s- Actuator. Pitch 76900-01802-106 0818129 19.0 2,981.0 3,000. Actuator, Pitch 76900.01802-106 0815123 19.0 2,981.0 3,000. Actuator, Roll 76900-01802-106 0815124 19.0 • - 2,981.0 3.000. Actuator, Roll 76900-01802-106 0820149 19.0 • - 2,981.0 3,000. Actuator, Yaw 76900-01802-106 0813072 19.0 2,981.0 3,000. Actuator. Yaw 76900-01802-106 0837269 19.0 2,981.0 3,000. Lill Main I/0 76250-02500-109 131627 19.0 - - Cylinder 2071.2 IISM3883 30C -- 107,970C 108.000C Piston 2071.4 LISM3835 30C - - 128 670 C 128.7000 Ask Support. Fining 2071Al2 HSM3954 30 C 33,270C 33,300 C PigUniversal to CyL 2071.29 IISM 1831 30C 71,970C 72,000C Brag Brace. Iota 2071-74 115M3560 30 C • 206,970 C 207,000 C ontrace Rod Fad 2071.35 LISM31351 30 C - - 107,358 C 107,388 C Up. Torque Arm 2071-46 IISM3622 30C -- 120,700 C 120,730 C Pin, Rod/Up Tug Arm 2071-32 IISM1646 30C •• 112,470C 112,500C Lower Torque Arm 2071-47 HSM3667 30 C -- 53,646C 53,6760 P/Rog Rod End 2071A235 IISM0401 30 C • - 61,170C 61.2000 Axle 2071-85 IISM3724 30C -- 105,180C 105,210C Liii SILO Actuator 19450200-01 BIC55119 19.0 - • -- - - Outer Cylinder 1945F302 IISM4145 30C -- 31,920C 31,950C Piston 19456314 IISM0611 30C -- 148,470C 148,500C Ret. Actuator Piston 1945-210 IISM1900 30C • - 35.970 C 36,000C RetractionBrace 2071-76-01/-02 IISM13424 30C -- 184,443 C 184,473 C RAI Main I/0 76250-02500-110 BI628 19.0 • - - - Cylinder 2071-2 IISM3826 30C -- 107,970C 108,000C Piston 2071.4 IISM3810 30C • - 128,670C 128,700C AI% Surged. Filling 2071Al2 IISM3959 30C - - 33,270 C 33,300 C PigUniversal toCyl. 2071-29 11514 1817 30C - - 71970C 72.000C Drag Brace, Iowa 2071-74 FISM3578 30 C - - 206,970 C 207,000 C D/Brace Rod End 2071-35 IISM3834 30C - • 107,358 C 107,388 C Up. Torque Arm 2071.46 IISM3634 30C -- 120,7000 120,730 C Pin. Rod/Up TN Ann 2071.32 IISMI657 30C -- 112,470C 112,500C Lower Torque Arm 2071.47 IISM3640 30 C -- 53,646 C 53,676C P/Ftod, Rod End 2071A235 IISM0394 30C -- 61,170 C 61,200C Axle 2071.85 IISM3719 30C -- 105,180C 105,210C 1111 MLG Actuator 19450200-01 B1055% 1 19.0 I -- -- - - Outer Cylinder 1945F302 IISM4143 30C • - 31,920C 31,9500 Piston 1945E314 HISM0622 30 C • • 148,470 C 148,500 C Reg Actuator Piston 1945-210 IISM1853 30C -- 35,970C 36.0000 Retraction Brace 2071.76-01/-02 115M23404 30 C • - 184,443 C 184,473 C Nose L/G 76250-01000-III I 1310659 19.0 -- •- - - Axle 2070-85 I HSM3390 30C -- 204,218C 204,248C Hugh Redditt Company CONFIDENTIAL Subject to Protective Order IATS - 000265 SDNY_GM_02774370 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0026 10 I 0 EFTA01339638
Pg. 4, S-76Cr r, SiN 760750 S-76 COMPONENT UST NOMENCLATURE PAWNUMBER; SIN it ISO I T.EEMA1N'' TECVSLL Fork 2070-60 1151.15343 30 C • - 143,970 C 144,0C° C Cylinder 2070-2 115M3301 30C -• 60,720C 60,750C Piston 2070-4 HSM3380 30C -- 161,421 Q 161.451 C MUG Actuator 20700200 B1C10O9 19.0 -- -- - - D. Mace Cylinder 2070-201 HSM5337 -- 103,470C 103,500C D. Blum Piston 2070-212 HSM3407 - - 139.970 C 140.000 C Piston Rod 194411204 IISM3337 -- 98,970C 99,000C ENGINESEETIONI 02922529303San i a R i i i 4 : 1 14,000 C fl Engine ARR1EL 2S2 4228571.0 19.0 -- 2,981.0 Oct 2023 3,000. 15 Veers ears Assy. 0292907340 5204 19.0 -- 2,981.0 3,000. Accessory GB MO1 70BM017800 7116 19.0 • - 2,981.0 3,000. Compressor MO2 70BM027800 7918 19.0 -- 2,981.0 3,000. Gas Generator MO3 70B14037800 10511 19.0 41 C - - 2,981.0 9,959 C 3,000. 10,000 C Free Turbine MO4 70BM041750 7386 19.0 41 C -- 2,981.0 9.959 C 3,000. 10,000 C Reduction GB MO5 70MB057800 11416 19.0 - - 2,981.0 3.000. mu havemew. Vag 0292860930 243TEC 19.0 -- 2.981.0 3.000. Oil Cooler Blower VCT-1518C 01(112 19.0 -- 2,981.0 3,000. Barrier Filter, Fax 76302-07800-104 0560 7.4 - • - - On Cond. Barrier Filter, Main 76302-07800-103 0565 7.4 -- -- On Cond. 92 Engine ARR1EL 282 42286TEC 19.0 -• Oct 202 2,981.0 000. 3, 3 IS Years Elector Assy. 0292907340 5203 19.0 -- 2,981.0 3.000. Accessory GB MO1 700M017800 7117 19.0 I -- 2.981.0 3,000. I Compressor MO2 709M027800 7919 -- 2.981.0 I 3,000. Gas Generator MO3 70[1%1037800 10512 19. 0 40.1 C - - 2,981.0 3,000. 9,959.9 C 10,000 C Free Turbine11O4 70BM041750 7387 19. 0 40.1 C -- 2,981.0 3,000. 9,959.9 C 10,000 C Reduction GB MO5 I 70103057800 11417 -- 2,981.0 3,000. 1.42"" S " lia I 0292860930 i 250TEC 19.0 -- 2,981.0 3,000. Oil Cooler Blower VCT-1518C 01027 19.0 -- 2,981.0 3,000. Barrier Filter, Fax 76302-07800-104 0559 7.4 -- -- On Cond. Bather Filter, Main 76302-07800-103 0564 7.4 - - - - On Cond. Fuel Selector Valve 65317-03006-109 1202 19.0 -- DEC 2018 10 Years I Fuel Selector Valve I 65317-03006-110 1217 19.0 I -- DEC 2018 10 Years O Hugh Redditt Company CONFIDENTIAL Subject to Protective Order IATS - 000266 SDNY_GM_02774371 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0O26101 I EFTA01339639
FLIGHT CONTROLS raw OsemerVes Ton ROWS • TO Reed Cad Na Gabel OA* Colinine/Ptich ANCS• Roil fl yers Canto, Dampen Coantrettyck /Rano Smite Tan New gado Pncl. Ono (OKInsinslalaboal CONAIRflog Mew flatnal Load, •d~ Sedanl LANDING GEAR SYSTEM Actuator ROW Pod NOSE LANDING GEAR Locking Speen.. Universal PAM Posthoning Rod Thdown Ring @ Hugh Redditt Company MAIN LANDING GEAR Rey/idiom flea LAndlno 6411 DOW Linkage Upper D. ON.441 Charging And Fie Valve Lower Ong wnce Shoe Sinn CONFIDENTIAL Subject to Protective Order IATS - 000267 SDNY_GN1_02774372 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002610 I 2 EFTA01339640
MAIN ROTOR BLADE Luring Edge Erosion Slip Maw Mots for M4nene Hoel•Townb Con Obis Nest Sw OVOOM<OMMer Aasth MI @ Hugh Redditt Company' Fiber Ole*. Coon Sitio TM wC CONFIDENTIAL Subject to Protective Order IATS - 000268 SDNYGM_02774373 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002610 I 3 EFTA01339641
STA110111•111•1 11•I'lll'Ill '1 11•I'1 1 1; 4; 1.1.1 . 1. 1 ' l' 1' 11 '1'4;1 '1MT 1,4 IN o 100 400 STATIONS AND WATERLINES @ Hugh Redditt Company CONFIDENTIAL Subject to Protective Order IATS - 000269 SDNY_GM_02774374 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0026 10 I4 EFTA01339642
S1019ZOCVJ-43 0 C CO ri?i m n r 0 -0 0 m m C o m a 7 "e) 2.3 > 70 g <1 • 9 >• - -io so O ..CD -c I" I° iV V • N I-1 8 n monk, MODEL NO. STIC AIRWORTHINESS DIRECTIVES REGISTRATION NO: . SERIAL NO: 760750 SECTION: 73 PAGE I AD NO. AD DATE DESCRIPTION .7.:•-: E SIGN.11) CO!.'F.IED On. G,'•.^41?:.; c:,?: r 8947-12 27-07/49 TM HORN LIFE LIMITS- REFER. T.R. BLADE LOG CARO - TIME COMPLIANCE ro 96-17-15 01-Feb-99 INSP.CAR SWASHPLATE BRG RETAINING BOLTS • (REF. SWASHPLATE LOG D) • WA 01-09c-06 (IV L Dolph VII A•• Keyslene NOONAN' PO 99-01-09 03-Mar-99 TEST FUEL SUPPLY LINES -WA BY NC SERIAL NO. 01-Dec-Ce L poen (fIthk Keystene Helicoote/ r) 99-0741 07-Apr-99 CelE ENGINE INOP PERFORIAANCE • NA BY PM ENGINE LUAU INSTALLED 01-ENK-06 L DoNn Ralik, Keystone IlOcconer r 99.1943 31•Aup-00 INSP. TOP. MO FAIRING ANGLES- INSPECTED AS PER ASB 7646- 14A NEXT INSP. WE: 1500 IRS. 01-Dec-06 L. Dotn (Act" Keystone Netccoler AD 20004142 31-Aug-00 M.R. BLADE ROOT POCKET INSPECTION- (REFERENCE MR BLADE LOG) • WA 01-Dec-0e L. ONO CII.P21 IA Keystone Net IN AD 2000-2342 16-Feb-01 REPETITIVE INSP. M.R. SHAFT - (REFERENCE MOB LOO CARD) NOTE: SUPERSEDED BY AD2001-104, DATED. JUNE 21, 2001- WA owetax....Doto WI ,c i 4' " Keystone Heteeptes AD 20014144 132-Feb4I NW. M.L G. POSITIONING ROOS AND ROD ENDS - INSPECTED AS PER B.F. GOOORICI4 SB76/142-03 -(REFER TO MLG LOG CAFtD)- WA a 01-0•540 IA b L DoMh Keys-one Heecopter SD 20014341 01-Met-01 INSP. CERTNN M R. SHAFT - (REFERENCE nt G.B. LOG CARD) -INC 01-Dec-08 L Dolph (414 it Keystone Neneople SA ?31S-II Ramon OVIS,2001 @ Hugh Redditt Company VERIFY CURRENT REVISION OF PORNO 23 EFTA01339643
91019ZOCVJ.d3 N c F2 m 4 0 -o 70 0 m m C f 0 m a 70 -t7 <1 GI 70 8- 90 .93 00 ,C$ O -c IC) -V, 0 a.) ti el O- zig I-1 8 OSikorsky AIRWORTHINESS DIRECTIVES MODEL NO- STSC REGISTRALIONNCe . SERIAL NO: 760760 SECTION: 13 PAGE 2 AD NO. AD DATE DESCRIPTION DATE COMPLIW SIGNED ORGANIZATION AD 2004104)6 214en.01 'REPLACE CERTAIN MR SHAFTS. (REFERENCE M.G.B LOG CARDS WA 01-00405 L. Dope (Ak t‘ *wolfing HelIcepW AD 2001-2405 10-0/*Oi AHRS MODIFICATION Of et T. 02- (NA THIS AIRCRAFT> 01•Dec44 L. Dow. W5?‘ Keystone Helcoper AD 200142-14 10-Dec.01 OVERLAND AVIATION SERVICES FIRE EXTINGUISHING SYS. BOTTLE CARTRiOGE - (NA THIS AIRCRAFT) 01-Dec-08 I. Dope t44 \ A Keystone Helkoster AO 2002-1601 264t102 PREVENT FAILURE OF A MAIN ROTOR BLADE - (REFER TOM RS. LOG CARD). N/A 01-Doc-00 L. Do101 W‘Itt" Kolatele Meepopter A02002-1425 INSP. OF FUEL METER** HP/LP PUMP ASSY 4 ON ARRIEL MODEL 251 ENGINES - (NOT APPLICABLE TO ENG Mil INSTALLED) 01.0.006 L Dolce !Ai ( \ % Keystone letkomer AD 2002-2147 AYR SPINDLE INSPECTION • (REFER TO LOG CARD) • NM 0143a448 L. DoW1 I jt4(k \ KeyMone NelcoresT AD 20010412 TURBOMECA ENGINE - TU 54 a TU 70A MOOIFICATION INCORPORATION OF 01-0m48 US L. Doth k \ 4 Keystone Pekoes AD 2003-0415 ROTOR BRAKE DISC INSPECTION a REMOVAL OF - plA THIS AIRCRAFT) AFT) L Dolph (1411YA Keystone He10op*r AD 2003-14.18 Mit G BRAKE ASSY INSP 01-0oc•08 L. Dote Ksystone H :yS e SA 71.1, RraolmOVINOZO @ Hugh Redditt Company vEritry CUiRFrvT RPASC.i OF FCRil 24 EFTA01339644
L.1019ZOCVJ.d3 N c m 4 0 7a 0 m m C o m a 70 10 IV > 70 a N 9 > 70 8- 0 1p P 1-1 IC) *sin IE tal : V s ;3 gaig Sikorsky ..my If.0.9.• MODEL NO. S76C AIRWORTHINESS DIRECTIVES REGISTRATION NO: . SERIAL NO: 740760 SECTION: 13 PAGE 3 AD NO. AD DATE DESCRIPTION DATE COMPLIED SIGNED ORGANIZATION I AD 200146-CA AIRCRAFT MATH DUAL CHANNEL AUTOPILOT .5 WITH DUAL ISP/F_RTERS - (NOTAPPLICASLE PER NC SERIAL NUMBER) C 10ec.C6 14 i .1 L Dolph $ )(emcee Hee:opts, AD 2403.04.C6 HONEYWELL PRIMUS II FtNZ•6641651 INIEGRATED NAVIGATION UNITS - (NIA • SYSTEM NOT INSTALLED) Cl-0!006 Cl-0!006 L Dolea 2Lii: Keynes* AD 2405-22-01 17-Oct-05 MR HUB PILOT FITTING- N/A TO THIS PILOT FITTING cia.ca 1' 04tk , I. each wv Keystone Hee:Opfer HAD 2C05-72-CS HONEYWELL PRIMUS II RN2•8504151 INTEGRATED NAVIGATION UNITS. (N/A • SYSTEM NOT INSTALLED) Cl-0e400 L. ONO 14 1/4 Keystone HeltOpler FACI 2007-G2-17 47-Mar-0/ TURBOMECA - 15, ENGINES . (NOT APPLICABLE THIS AIRCRAFT) G1.06,06 L Opch 14..11 Keystone He er IAD 2007-11-05 16•May07 MAIN ROTOR SHAFT INSPECTION. ,NOT APP_ICABLE THIS SIN SHAFT-I CI-Dec-06 ii/i, L 000h te 'V I Keystone lieleopler A0 2007-24-1C HMU FUEL FILTER DRAIN SCREW REPLACEMENT (WA THIS C1.0.2c-e L. Dap AL K00431. HOINOW unariS CIA6100 @ Hugh Redditt Company CurePENT Prosy,/ OF /COM 25 EFTA01339645
SIKORSKY AIRCRAFT CORPORATION S-76 INTERIOR CABIN ACOUSTIC DATA REPORT CONFIDENTIAL /Verret Model: Altframe Namger, Reg...Witten No: Cuatomr, glade, Tyfrc Date Act:Area: ArcaIrcd B ri An.tude M51: Net Data; Cm. GM* Test Mots: Test location: Skonky S-76C44. 760750 N72238 Air als1Mne VIP Febrile 2010 2. 3% 143 knots 2000 It Ak 7 0 C 1670 Os No. of Pax: 4 souls 8353IW TesIGVW: 1072310s T. beret, S. She Coatesville PA )his A rct4i. tcctAttraft: hgEglatOlital deA. 81.2 OBA: 83.0 i 000: •1.8 : 68.6 511.4: 71.9 1511.4: •3.3 ildit • 77.0 t 141 • 78.4 jkHz: -1.4 tutalyge Onto Receacter:I racrogatoned that twtl DE.thiCODIS Test IOC-12043AL 535365 BBC 4192 2686211 ProAmplftert I t/D i 902 Power Spot:AY:I VD I 2221 Calibrator:, eii 4231 AralyZer: I HP I 35670A 4503 n3 2691596 5125.462 tr# o4C+.46c vinef nod lw,so ..t,* envied htlennonfrater aid aci.to:C&W in [Cocked N Llt-S04470 an aoar(7 end SAE ARP lgoa 1M clMa roVo 4CQuive 0.org sfrayv 4 tenor Alga with Y WM art Mit,. ebsel no Vire >bar, ECS wd Hair sputa .Peet M A byft,;)9 ,4Inm M cab', waffiree coneod cam motels Se and ''',(44,t'u IT, .11,40 ..W neon MO*" .2C.* ease Typo InterIce: n Ceiling Cover: &Sewall Cooer Forward Bulkhead' Sestina Artangengent: cabin Door Type: Po,h Main Tremens/am S/N: Silencer Ulna Suede Ultra Suede 2 Small SlIderS _ FISR A231-00455 TSfli 19.5 7•30: 40 twoortap.sta...Y Sikorsky @ Hugh Redditt Company Cockp t Dma ELM 099141 3/ 106.1 _ 98.5 125 95.0 250 89.1 500 87.6 ,11/31 84.0 WIZ 79.6 4144 72.2 CIO/ 66.1 OEM I 89.4 ri.4 I 80.9 Eau Dal Et= 31 97.4 97.2 63 93.5 92.4 125 89.7 250 8E.; 500 75.2 1831.2 76.5 2144 65.3 %Pt 56.4 811% 49.7 06A 80.6 _ 82.4 _ 80.7 _ SILO 68.4 69.0 684 not 208.5 102.9 97.8 90.4 90.4 80.6 68.668.6 92.6 83,4 5100 96.5 92.2 90.5 82.3 75.8 76.1 65.5 56.2 49.2 87.8 83.1 76.0 78.2 65.7 55.0 49.5 Eros EMI 31 96.9 63 92.9 125 250 ratan Ski 97.6 97.0 92.9 92.3 85.0 83.4 88.0 81.3 75.9 76.2 89.6 82.2 76 76.5 67.4 57.7 50.6 80.9 69.5 _stlft 75.6 76.6 21Pli 65.2 64.5 4104 81411 411.4 114 57.2 50.2 56.1 49.7 80.4 68.5 Aft C.:, II Data Nit [DUD 98,7 98.7 96.1 95.7 92.0 89.1 82.S 83.0 73.7 74.5 76.2 06.4 55 _7 55.0 57.0 49.2 48.5 49.3 81.2 80.8 82.5 68,0 67.7 70.0 68.4 E32 63 125 250 500 LP is 21012 41441 81012 ODA 5114 Stlx1 97.2 95.9 92.5 83.0 76.7 78.4 67.7 76.8 64.6 Subject to Protective Order IATS - 000273 SDNY_GM_02774378 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261018 EFTA01339646
\\ 5 4 ggA . S-76C++ DELUXE VIP Aircraft Informaticn• Operator: Air Ghlalalno Serial Number: 760750 4/Rov Controls: 3P & 5P Millar. Lateral Absorber and Nose Absorber Locatton MEASURED Fleet Average Limit Pilot Heal Vertical 1 0.37 0 33 0 60 Copilot Vertical 2 0.00 0.13 0 40 Pilot Vertical 3 0 25 0.20 0 40 Pilot Lateral 4 C47 0.35 05G L•11413441 AR Cabin Vertreal Wahl-nano Mt Cabin Vortical Rig ht.haad Att Cabin Lateral • • - Ei AA 514 140 0.33 0.17 c c52 0.40 0.41 0.27 SIa 91 I _ Final Absorber Scaling* rU Vo c:11 - 11.9 fx L:414: - 25354A' @ Hugh Redditt Company 7 5,4(3 RCv al. :1.03 CONFIDENTIAL Subject to Protective Order IATS - 000274 SDNY_GM_02774379 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261019 EFTA01339647
S-76C++ MAIN & TAIL ROTOR 1/REV VIBRATION LEVELS Aircraft Information: Operator: Air GhiaIrene Serial Number; 760750 • r COCKPIT DATA (Floor Sutton 9?) Test Condition genic IPS I (MEG Dan. Roo IPS (A.BI Dag. Not ustorai IPS Dog. _ LIMIT Ground 0.07 241 0.03 123 0.20 343 0.20 How 0.07 216 0.03 168 --....."........ -...„............N 0.20 125 Kb 0.18 248 006. 179 \ N N -\...,................... 0.20 145 Kt; 0.16 244 0.07 Ile N......... 0.20 155 Kts 0.13 256 00$ 245 H 7e,.....:'7,„ ._ 0.20 MAIN ROTOR BLADE TRACK (mm) Test Condition Wale Corot ILK YEE KU RED Ground -6 2 3 Hover a 10 1251(b 44 7 1 0 145 Kt, .15 8 2 6 155 Kts 45 7 4 4 TAIL ROTOR MEV" ": MAIN ROTOR WEIGHT (OUNCES) mann Cotyr MK YEL I BTU RED 37 52 Ir 0 TAIL ROTOR BLADE WEIGHT (GRAMS) diaJo Color RIO I DI It YLL I WA/ 27 0 0 10 28 @ Hugh Rcdditt Company CONFIDENTIAL Subject to Protective Order IATS - 000275 SDNY_GM_02774380 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261020 EFTA01339648
FLIGHT MANUAL BF: M. WIFIN AIRCRAFT ACTUAL WEIGHT APID HORIZONTAL BALANCE FOR 5.75 MODEL HELICOPTER Kennone HoScooters Dab: 24-Jan-2010 Shod Serial No 760750 REACTON %HEEL OR JACK POINT SCALE 00. SCALE REROMO MA TARE SCALE ERROR SVIIBOL le WEIGHT LEFT mat BS 3067.0 0 AL 3067.0 RICM Iffilm Rod 2997.0 0 w 2997.0 HOW Yel 2291.0 0 vm 2291.0 TOTAL WBOHT W 8355.0 WEIGHING WEIGHING VERTICAL mow C 1 o) II ler ) I OAINICTOR MARCO 4 V Or Iz II Kr I T @ IE 0 ler ON JACKS ON 'WHEEL 5 k c 92- AWN • - WEIGHT NIGHORLZONTRL (WL • WRI it 2$2” 6.G. I.C. G. W Er • L CORRECTED W (WPM J) W ORLIWEE IMO 0.01:40 £9WTRACTEO %TIGHT (ta HORIZONTAL MT (0/ Ea TO /WO CAWS MST OA NJ I //wan as wowed 8355.0 208.1 1738900.0 nu. -ubbla Ant 25.0 5450.0 lbw.. bob.. 3 27.0 5175.0 tme,v TOTAL boom GROSS 8353.0 206.2 17391754 CALAACE 205.21 faroc•odi cam ilontemIDm •• 8.2 ova Rotel MAINid Mx Oa Scab SIN: 08280000024 Caliblation Duo: Jul 2010 Figure 24. Chan B (Sheet 1 of 2) APRIL 12, 1501 29 @ Hugh Redditt Company waani4a or M. Wile. Sri Um/ 2.23 CONFIDENTIAL Subject to Protective Order IATS - 000276 SDNY_GM_02774381 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261021 EFTA01339649
CONFIDENTIAL SIKORSKY S-76C++AmcRAFT GENERAL SPECIFICATION§ PROPULSION Two Turd:meta Arra 252 Engines Full AvIlonly Digilal Engine Control (FADEC)wf Pict end Coplot op Ights (two) DisPlayad on IIDS Pertamance Displays 75 - Power Turd. INel Tonperahro 141 • Gas To w/ 30 sot and 2 mit indication TO- TOWpOrneter tighlp • Triple Tachornetor CMS • Engine Overspoork By . Wood Vaasa Poston. OFCU condom' Dieptilyed on ICS Engine Display Fuel Flow - digital rasa* 01 Torrperaheanossuro Hydraulic Pressure Ewan° wake wash vat a:smock:as in Baggage Corrotemore Engine leo dotoction systole with flame data:tors and we arthlifer per &oho Engem fro extngehng, Mc ON system (MO) Dual flout main gewbox 1605 Shp fa takeoff Intermediate and tail gowboxes with plercameollig drive shahs magnetic chip dorpobtswth fuzz turnoff capatety (four) eaten-7380PaboOa(dk-L-23690) Mote 254 Synthetic Jet Oil (MIL-PRF-23699) Engine net banns friers ail Donato moniboring depay in cockpit MAIN ROTOR SYSTEM Fountiado arboutated ran color system WI ono P.C. aluminum tub and dal:ammo bOa'nOs Man roof Nadas litantan Was. Fiberglass skins, honeycomb cores. tigh Wittily pant "oaing edge asionwoloction, and ighInng *Ike proroctea Marrilty aclualed rota braba system 3P Ban vibralionsiSprOSsiOn system Ovorhaid loath atiorbor provisions Four-bade Ilexbeamtai rotor wl trfning Witt) and loath.) edge abrasion prolocten 01 Tanporaluro/Prossure • display on IIDS SON gauges for oil lad in nan. Lao and inkarmahato transmissions FVovesens for rack and balance w/ 5 acre. 2 mag. motors (RADS/A7 . Gimcrack 8500- Falk*) Free wheel units on main konsmosion Eiview4.180-Taba0t(M1L-L-23609) BP Turbo 01 25 Gearbox Lubricat (000-1-857341 FLIGHT INSTRUMENTS Airspeed - refer to Avionics Package Altimeter - refer to Avionics Package IVSI. refer to Avionics Package Prot-Static system. NMI Digital elate Oa Damon 677 (two) Staxby magnetic conpass (Iluminaled) IIDS (InteNotod Instrument Display System) - pratel warned Dual Engine Pedonnance Display (tan). En9n0 DiSpley. RerrotO Data AccialitiOn Ur* Sikorsky Aircraft Proprietary @ Hugh Redditt Company STANDARD EOUIPMENT Dual Tomperalwe Probe. IIDS REV Salthgtato (Not Stroll Swlch in Cows Console, Static Pal connoction Master wlrnnglCauion Panel, mounted in low polo GlareshrOd. Pilot aid Cciabl Outside An Tormoraturo • methane* IIDS (ow) Caution/naming/Advisory - asplw on IIDS COCKPIT. FLIGHT S GROUND CONTROLS Primary tight - annum* ratting, and drocliona contras a aided A Plot and Copra Haan. coloctrio aid Cyd}C Mac contras mitt rotor pedal type controls Overhead WOMB Outbdnint wt mixed mode bands (WW1 Cyck and coleckve stick Tim boards Slick Ian control and Dual ha/pendent fight contra servo systems Dual independent 3.003 psi trydratic systems vAth Quick disconnects for gourd SONKilla Lending gear - NM, retradable "Hyde type wl pooling nose gear. strutrernote service tine and main Wee, bakes. posibon ingewitas. Tow up waning indicator (mot Cockpit coning Pnournate ornorgency Itnang gear oulonsion system a oxiernay Ws** prossuro gaup MiliStat:40 adder pedals - foadall. Pia/Coda Search Ighl d,rocbonal ward on conative Overhead iwaStOr switch panels - Plot (Iwo), Copilot (one) Cabin dome hyds musks control OF I (ono engine nag Pacing Satoh and 14 4 Provisons for emergency relation systemIWO nose foal bola. wows corer ELECTRICAL SYSTEM Battery show 25.2 volt Marten SuperPowor nickei.caurn. 44 afrirtiOtr. 1008100 aft Of Baiter Conpadment Battery krnpwaturo yearning system DC Genarators • too 28 UDC 200 amps oath DC Generator Control Unit (CCU1- Mates voltage legiabon. reverS0 Current and groundfait proluction, aid ova-voltage protection (two) AC Gait...for - ono 10KVA. 115VAC Taw Phase AC Genongor Control Unit - provides VOLItyl rogsalion, load proloclive brats for overvosage. urdeivo gage. and °attune*. External power stoma receptacle-28 kVC. AN NM/ Pi Haase *laity and ova-voltage proration Stabc kwedef rotate Mentos Package Power monite on IlD5 (volts. asps, kat) Emergoncy Power Sway- PS 1155A (2.5 All) ROSetbt40 490 trail bonded FUEL SYSTEM Dual !Xi taitS W graufty Na Bbd. 261 US patting YNa CaPtC4y Dual akpentkint suction fuel systems vi cross-lied casaba., Fuel Quantity displayed on ICS wl test and Egli total of tali and right tanks Came:0nm type gauging probes Los kneel fool waning system (MO) Ilog(41.as filler cap ath key lock (two) Sub,ect to Protective Order IATS - 000277 SONY_GM_02774382 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261022 EFTA01339650
CONFIDENTIAL SIKORSKY S-76C++ AIRCRArr \Meng provians for auxiliary fuel ICE & RAIN PROTECTION Healed Goss Was/secIs (N.o) Heated pilot and state (tmo) Engine pm oce (eM) Wines-red melds. etecInc • Iwo speed /Mak (stol and copilot), masa 'Menus LIGHTING Cafack Inellimmenl panel. Pa and copied Nondlgon ornaments Oaresoued Canon Wily eked coed on canines closet (Imo) Cabin Exil Wes, ienTirrolod Ono) Na smokisgetaslen seal ben signs • see Wale( Dreigency 11ghb (Mo)weballery pack Baggage M osowitinment (Iwo) Enema° Position -Wald Ankcollkon. Mee sleobes • Mee Fix red beacon - Fore° 'mend (ono) • ripe man gear Convotable 'atidav (Seven) • nose Iropecbm for :GB and TOG sight gauges CABIN COMFORT SYSTEM Cocked and cabin eta as hoeing (25000 BTU) whenesNeld delogpng system Healer coned pone Ran, as venllalen syslem, side mourned Meek ('oat). Cabo anima and veves.att(Ikm) COMIC MOWS/ tamer Caine gasper - carpeldna ale (two), Min gee to nitric* pone/ PAINS CORROSION PROTECTION Rea to Penis and Finishes section Carbide black named panel pea !WO COCKPlaCABIN APPOINTMENTS prawcopini seals - venally °Ginseng. 5 POill feSIIIIINMEIMCSS. %Altar skoPOGI Cannon. We vest stooge damsons. fen upholstery 204 oboe nod cabal van 75 PSF noof and girds foe up io lwe've (12)so0b Cabal Sneed edam:tem victor locks and meth key lock and hold open dente (M) Cocked hinged entrance eta mIkey ack (ao) and dew' A- paledMalt hash Conran key Iola -cockpit cabin baggage.(sa); hid rho caps (Mo) boor open marring panclamencirAws • CKPT Gm). CABIN (MaX BAGG (Iwo) and EXT PY/R Floe eargoshers No) • cockpit on RH sided dose. cabin, bleed on ova' Mena First NO lot vaever. On leg sided cards dose Skorsky AYtran Propnetery @ Hugh Redditt Company STANDARD FODIPMENT Flame blocking on atm ma agleam Flooring - 75 OM Wend atioad la (English slandaed) Life vat prance for an passenge. Iowans Mame Folder et lover ea cockpit door IMO) BAGGAGFJCARGO COMPARTMENTS Separate 38 etc ad baggage compartment wth lentrigN doom pointed rade le nolch Smoke dote for micakpl indweila Lockelde doe *Rhumb Ire. (two) Fleeing • 75 MN' Cargo he down points Mandl roof covering Finish tensed Mile epoxy slindoe. 'Melo of dooes painted b =throe:aft keens< AVIONC-.5 Nese mounted calcine Marla COmpartrants. Mee and lad LOOSE TOOLS S EQUIPMENT Mode ninakey kit anionic' HEADSET/MICROPHONE E<KAUST COVER. ENGINE. LEFT EXHAUST COVER ENGINE RIGHT WALX-AROUND CORD, ICS. 30 FEET WAULAROUND CORD. ICS. B FEET ADAPTER. ENGINE WASH TAM( JUMPER ASSY. ICS MAINTENANCE P2294 PIN ASSY. MLG PIN ASSY. NLG SHIELD ASSY, ENGINE INLET, RM SHIELD ASSY, ENGINE INLET, UH SHIELD ASSY, IGO REEL Rill SHIELD ASSY. IGO INLET, ten SHIELD ASSY, AFT COWL INLET. Rail SHIELD ASSY. AFT COWL INLET. LM COVER ASSY, PROTTUBE TIE DOWN. MAIN ROTOR BLADE COVER ASSY.ACCEL BLEED VALVE TUBE MOUNT 2 Subject to Protective Order IATS - 000278 SDNY_GM_02774383 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261023 EFTA01339651
SIKORSKY S-76C++ AIRCRAFT BASELINE AVIONICS PACKAGE ADDITIONAL EODIPMENT COMM 1 Collins VHF 22A (16w mouton') wah cm 22 (118 000 136.975 MHz. 4 channel preset digital display). bottom mounted VHF antenna COMM 2 Collins VHF 22A (lEar minrnum) web Cll 22(118000. 136.975 MHz, 4 channel preset dgibl display). lop mounted V/IF antenna NAV 1 Collins VIR 32 with CTI 32 (108 00 . 117.95 mitt. 4 channel preset. digital display). DMN4-17/A all weather blade antenna GS / Included in No. I VIR 32 (40 channels). internal nose mounted antenna MB 1 Included in No. 1 VIR 32 (75 MHz), with I li-lo Sense switch volume control. displayed on EADI I. bottom fuselage mounted antenna EHSI 1 Honeywell EDZ 756 EFIS System, mollifies. ED 800 - Electronic x r HSI with ivst state 50 705 708 • Symbol Generator, DC 811 • Display Control Panel. RI 206 • Heading/Course (dual) Panel, Annunciator/Switch • FD CMD BARS. E .T.. SG REV, ADC REV. COMP MON RESET EADI 1 Honeywell ED 600 - Electronic r x 6" ADI with airspeed and altimeter scales, 'manometry. Bare Sel Panel, Airspeed Bug Sal Panel MRS I Liter LCFt-100 ICRO2S - Altitude Heading Reference System. System includes: LCR 92S Fiber Optic Gyro with rate gyro oulptd, Sikorsky Dual Compass Control Panel, Honeywell FX 220 - Flux Detector, Annunciators -AHRS/1/2, MRS TEST NAV 2 Codns VIR 32. 108.00 - 117.95 MHz, Nay Delmer GS 2 Included In No. 2 VIR 32 (40 channels). GS Diotexer MB 2 incluied in No. 2 VIR 32(75 MHz), with Ili-Lo Sense switch, volume control, displayed on SAD! 2, marker beacon Dolexer ENV 2 Honeywell EDZ 756 EFIS System. includes: ED 800 - Electronic 5- a 6- HSI with NSI scale. SG 705 708 - Symbol Generator. DC 811 - Display Control Panel. Hag and Cars control Is included in EHSI 1 panel, Annunciator/Switch - FD CMD BARS. E T.. SG REV. ADC REV. COMP MON RESET EADI 2 Honeywell ED 800- Electronic r x AD: with atspood and Omelet scales, 'norm:meter, Baron Set Panel NIBS 2 litet 1CR 92S- Altitude Heading Reference System. System includes: LCR 92S Fiber Optic Gyro with rale gyro output, Honeywell FX 220 - Flux Detector, Annuncelor/Swolcn MRS TEST ADF Coatis ADF 462, 190 - 1799 KHz, and 2179 - 2185 KHz, ANT 462A - Combination Loop/Sense Antenna TRANSPONDER Collins TOR 90 • ATCRBSTransponder. • Digital Control Head. CAD 62 (.001) • Control Adapter, bey mounted 1-band antenna DME Collins DME 42 (300 w mimmum) with IND 42A. belly moulted1-band antenna. Tracks throestations simultaneously for instantaneous display selection. providing: distance and ground speed or time.to-go or station identifier (2.3. or 4 letters). DME Hold feature is incorporated in both the Nay 1 and Nay 2 controls heads. belly mounted 1-band antenna AIR DATA I Penny and Giles- Air Data Computer. %/encoding output to transpander(s) AIR DATA 2 Penny and Giles -Nn Data Computer. mancoding output to transponder(s) Dual AtiloploVFD SPZ MOO - Dual Digital Automatic Fight Control System, nclixlesfZ 706 -Digital Flight Guidance Computer. two MS 700 - Mode Selector. PC 700 - Autopilot Controller, AFCS Indicator Panel, Linear Pad) Actuator (MC), Linea/ Roll Actuator (two), Linear Yaw Servo (two), Pilch Trim Actuator. Rol Trm Actuator, Collective Trim Actuator, Pedal Darriperrnm Actuator (hydraulic). Annunciator Lights. AP 1/AP 2/C1TV/DCPL. TRIM FAIL, FD Decouple with Chime Backup Airspeed Airspeed Indicator - Backup Altimeter Sensate Altimeter ( in 8 Mb) Angtvde Netter Honeywell N. 300 - Ar Data (Altitude Resoled) Distgay, Annunciator • single ALT ALERT Radio /Omelet Collins ALT 550 . Receiver/Transmitter. ALI 55 - 3 tooth Inercalor (0 - 2500 fool). bottom fuselage mounted Antennas (Iwo) Sikersxy Aircraft Proprietary 3 @ Hugh Redditt Company CONFIDENTIAL Subject to Protective Order IATS - O00279 SONY_GM_02774 384 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261024 EFTA01339652
CONFIDENTIAL SIKORSKY S-76C Wombat Radar Static Inverter Standby ADI Stby Power Supply ELT CUR Dual Audio ICS ICS VOX ICS Foot With Headsets ICS Jacks ICS Cords Passenger Briefer Cabin Paging Collechwa Switches Cyclic &retches Avoncs Mater EFIS Master Master By-Pass Cooling Fans TAWS -I-I- AIRCRAFT ADDITIONAL EQUIPMENT Honeywell Primus 440. VN 440 - TransmineriReceiverlAmenna Unit with t2 inch Antenna Radiator. Honeywell NALCO Radar-Only Display (upgradable to display additional data) Two Marathon Model PC-251-123K 115 VAC, 250 VA lightweight Inverters (wl integral 26 VAC transformers), Annunciators (in IDS) • NO 1 INV FAIL, NO 2 INV FAIL 8FGoodridt ADI 335D - 34nch Stand-by Atlitudo Indicator providing Nay (VORA.OGGIdeslope). DME. and FMS data. Urst Is installed on the center instrument panel as a backup to the EFIS system. Features include: eight character LED display; COVVORAocalizer and GlitleSIO9e crosspointers with appropriate validityflags; navigation modes of - en route VOR with manuat 0135: 0135 auto-centering and TOTROM ambiguity indicator; preoson approach IL5 and back course: DME distance: groundspeed. and time- to-station, manual last erection caging: and FMS display. Gyro is automaticasy tied to a dedicated power supply (30 minute mirsmisn) during a total aircraft power loss. Upon deptaton of the dedicated power supply. the ADI 3350 provides approximately nine minutes of additionaluseful attitude information during its spn down. There Is also a NAV 1/NAV 2 AnnunciatodSwitch that adds Nav 2 display capability Into the ADI 3350 Indicator mounted next to the ADI 335D indicator. J.ET. PS 855A - 2.5 NI lead acid standby power supply with Annunciator/Switch - G000/BATTERY TEST, BAER PWRIOFRARM ARTEX ELT 406-Ni0A with remote switch and 'al' indicator. beacon transmits on 121.5, 243.0 and 4C6.025 MHz, two year Alkaline Batboy. tail boom mounted VHF anomie Universal Navigation CUR 120: CVR Recorder with ultrasonic Underwater Locator Beacon: Control Panel with Headphone Jacks Signal Level LEO Display. Pass and Fail LCD Indicators and an Erase Button. Two dB Systems 360 - Audio Selector/Amplifier/ICS Panels ICS with volume control included in dB Systems 380 Maki Panels for Cockpit. plus Cabin and Baggage Cayman:nem maintenance Jacks Cockpit ICS VOX - Voioe activated keying. Included in dB Systems 380 Audio Panels Sikorsky 45' pedestal mounted switch (two). permits fool keying of ICS or airtrah radios with selecton on dB Systems 380 audio panels Davkl Clark H10-26 (three) - high impedance headsets Cockpit - TJT-120 type (two). Cabin - MS connector type (one). Baggage Canparbnent - MS connect( type (two) Cabin Maintenance - 6'; Baggage Maintenance - 30 • (two): ad with MS connector and push.to-talk switch Heads Up Technobgies. PBS 250 Passenger Beeler wl Takeoff. Turbulence, and Lancing Briefings Page/Chime Amplifier. dB Systems 251w/ intef ace to pilot and copilot audio Go Around. Trim Release, Servos 1/2 Off. Collective/YawBeep. Search Light Control. Engine Trim. OEIAACP (30 sec-2 min) Push-to-tale, Tnin Release. Cyclic Beep. Decouple. Floats (opt.). Cargo Hook (opt.) Sikorsky single Radio Muter rocker switch in Overhead Switch Panel Sikorsky EFIS Master rocker switches in Overhead Switch Panel Storsky Radio Master By.Pass, EFIS By-Pass (Pilot and Copilot) CRT fans (two). mnuncotor (in ICS)- CRT FAN FAIL X Honeywell Mc XXII Enhanced Ground Proximity Warning System (EGPWS). Features include: terrain display on EFISIt Sx Modes: Mode 1 Excessive Rate of Descent. Mode 2 Excessive Terrain Closure Rate. Mode 3 Inadvertent Descent After TeAeoll Mode 4 Unsafe Terrain Clearance. Mode 5 Below Glideslope. Mode 6 Altitude CalloAs Sikorsky Moan Proprietary 4 @ Hugh Redditt Company Subject to Protective Order IATS - 000280 SDNY_GM_02774385 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261025 EFTA01339653
Document Revision History REV CHANGE° BY REVIEWED BY DESCRIPTION DATE TEL MS, ONilii Release. Prepared IAW PWA 911903 • Updated eartsmakm baad on edda an delete. kam Cantate Amerdment 1 (es Ma m CCO) • Reformetted and innam« layouts and bales in 'wand halt d doneert • Corrected smaal Sens InHond/wo Easement mime a Engna el NOB cd, EMS meid gewoon ARS • Echted database mat/Ix to opmeet* lia all dala leansfa hardware • Edited descrolen of 86054 • *Wed diademen re 90037 • Ediled Database Mam to sper* CM/Men repen lo te roedel pm bo ddee/Y BROM T/20/09 D OK • Edna maan 90025 to smok hal 'Poe bes0 sal oom amern e to be ~d • Edited manra 90336. 37 to change badlo toom han Can1 lo Corn2 • Edda re/raamloos on pleng edlch panda (P. IS) • Call2ded opbon 90039 by altlno Irma mbo saam (VHF 112) C R TSI, Doleted 90051, Gaarne MI supbSY MMS 8)309 O TV. • Updated ocn4Cureban ot aten MeniMment system (amich panels) hemt ai nidesIgn pel talmer pi der weet • Balata coseMmaion items pattaano to aam baned on CCD6aied 1026/09 lift PIET> 90048 Deken All-Fmng Denen Saai, Thee lo Fors Maa. — Denen« MaYe Genie( FoldDown Padded Arm Rem 90049 Custorn Fornerd-FacMg Benen Beat. Thea lo Fes %oe wil, ~Mei Smtaa Center FoldrOom Padded Mn Reel Mrt& 90048 Cualom AllrFacing Back Sak Vree to Fors Place. mar Shoderred Serie Center FolcIrDoen Paddel Arm Reel 90049 Crelom rotaram.FacIng Beach Seal, rem re Fes Ram arm shersleMb Smr/e Cate PckhDown Padded Ann Ral 1/25/. 10 EilANDED In 9003T, change 20 VbIr to 112 VIJF In 90099, change desalMon 90039 can Entertainment Meteen MOT -4 Aalio encres. iPod dock auelery stereo atde inplA. Va Radio hm Garen GOL-69A(willb /ermee contra). avd ATC aucbo kom VHF 112 -Auclio Bouma Maan switch pand and colt Mot batch panel -Meesters OM Madam only. not spaan • Edited ScasmerDabbase Maas per Input @ Hugh Redditt Company CONFIDENTIAL Subject to Protective Order IATS - 000281 SDNYGM_02774386 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261026 EFTA01339654
SIKORSKY S-76C++ AIRCRAFT Rev. A Here to one of list 1 Rev. 8 Rev B CUSTOMER SPECIFIC ITEMS ADDITIONAL ROHIPMENT 90001 Cabin reading light master ON/Of F switch in the cockpit 90002 Clear Coat Exterior Paint (over metallic) 90001 Replace exterior fairing/access panel hardware with stainless steel hardware 90007 GMX-200 display to be installed on the right and the MF RD on the kill 90010 Audio input Jack In cockpit for Mod type device. Entertainment audio to be heard in both cockpit Bose and David Clark headsets only. No other controls. volume controlled via Mod device 90019 Do not install the 83000 magazine storage's lower cabin doors 90020 Custom upholsterylcushion fabrication requiring customer approval via pro-production prototype. The following options ate ADDED- 90022 Customize ceiling reading lights. Relocate one reading light Itom each group to the outboard area of the ceiling, to be centered on outboard passenger seats. 90024 Relocate the reading light switches to the overhead area, adjacent to the reading lights. Relocate the dome ligM switches on the same panel as I he relocated outboard lights, in the outboard position 90025 Truenorth Satellite phone system with VAS Saver to support Blackberry email. Includes cabin handset and cockpit dialer. TMs system provides satellite phOne capabilitythrough the Indium network. as well as ccimeolinty for lityckberry and other likruenabled deices at data speeds sufficient to support email. Since the saltine phone system Ins two channels. one will be available for phone calls coon while the other Is being used tor 1VM). Iridium calls can be Nixed and received from the cabin handset and the codicil headsets. through use of the dater panel moused in the center console. The system also provides an ink:scorn imam between the cabin and the cockpZ. (Noto Insets zignelarrif teclacal end cetbSceflon Ask with the VAR pookon of flus Instelfantn. If IMA function has to be abandon* only the sereille phone porton wie be nstakx0 90029 LED Landing Lights, left and right, with pulse capability The baseline banding light on the right main tenting gear is replaced with an LED landing light. and a second omits added on the left main landing gear. Thine are connected to a Rasher box. alitming them to operate In PULSE mode. An owtheed switch In the cockpit is used to select ON-OFF-PULSE. 90030 LEO Recognition Lights. with pulse capability Forward lacing high powered recogrition lights. one on each side. Lights are located in the left and right lonvard E-bays. lust forward of tall rotor pedals. Includes: two LED keno units vdth integrated lenses, blockoul bulkheads to minimizellght leakage into cockpit. intogratket with rasher unit for pulse function. overhead snitch with ON-OFF-PULSE selections, 90031 Garman GDL-69A XM weather receiver with XM radio receive capability. XM radio audio output will be connected to cabin headsets only (Ref. Option 90039). In addition to normal XM weather function. the )OA ;ado audio output wil be connected to the cabin headsets. Two GarrNn GRC-10 radio frequency remote controls are provided to control the )0.I redo. 90032 Four 110 Volt AC outlets In cabin, powered by 1000 VA convertor hooked to AC generator. Outlets to include flip covers. 90033 Four 12 Volt DC automotive-typejacks in cabin, with covers 90034 Modify cabin interior door handle lighting per customer preference. Remove the standard strip of LED lights and replace with single, concealed light source to provide a wit orm illumination of the handle area 90036 Cabin ICS system vnth 8 Bose headset jacks, with Call function. Headsets not connectable to satellite phone. Eight headset lacks are mantled t the cabin tor Bose noise-cancelling headsets. These headsets can be used to communion° with other cabin passengers. communicate With the cockpit crew, and to listen b the iPod, MA Radio. or aux audb (these audio sources are part of the cabin entenanment syStem. 0pton 90030) Audo from tie 42 Communications radio Sikorsky Aircraft Proprelary 16 @ Hugh Redditt Company CONFIDENTIAL Subject to Protective Order IATS - O00282 SDNY_GM_02774387 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261027 EFTA01339655



















