EFTA01339374

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ORFA Ship DSc 21JUL11 AdWgt 1.0 LB 1006471346/NET3180 kl? e e ntNnplznrL SNIP TO: (405) (41.4663 Tonya Butler Insured Aircraft Title Service, Inc 4848 SW 36TH ST BILL SENDER OKLAHOMA CITY, OK 73179 Nti vaof Nig2n_-vitos Ref Woke P00 OWN IRK" 7973 3001 7134 X1 OKCA After printing this 1. Use On Print' tabu on all pogo t° out )au boa to your low a inka Palter. 2. Fold the pilled page along the horizontal Inc, 3. Mace Ube, in shiptiel pouch and affix It to Cur Wiegman. so Inat the bareocla portion of the label coo I. Warning: Use only tie plated orighili tsiset for slipping_ Using a plustozopy of ON tied br 1.49,: ") co. oo veldt In acidef oriel Wing chaps*. Wog WM me cancellation of yew Fee AcCescit number. Un often to ns ecnsilMes yea to en orrice wadable bray ossere Fon Sonsoo Coin. serobla en 1rnswom soarsMt rot be nionetelti• loony dein In seen $100 ;Khios Went ea milt of Ion drag. delay. non-cishory,meorennses abiniceirraikt. 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Wires In/Out 2. FAA/IR Searches 3. Disbursement Instructions & Authorization 4. Contracts & Legal 5. FM Docs & Filing 6. IR Forms & Filings 7. Closing Packet 8. AML 9. Billing Info f CONFIDENTIAL Subject to Protective Order IATS - 000007 SDNY_GM_02774112 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260752 EFTA01339380 N102AE/N722JE Subject: N 1 62AE/N722JE From: Kim Thompson Date: 5/2/2012 11:51 AM To: Darren Indyke See attached closing statement per your request. Kim Thompson Escrow Assistant for Joan F. Roberts - VP Insured Aircraft Title Service, Inc. 4848 S.W. 36th Street Oklahoma City, OK 73179 Attachments: N162AE.pdf 28.9 KB 1 ol 1 5/2/201211:S1 At CONFIDENTIAL Subject to Protective Order IATS - 000008 SDNY_GM_02774113 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260753 EFTA01339381 Fwd: RE: NS6FE Suoject Fwd: RE: N From: Joan Roberts , Date: Tue, 06 S n 7011 16.10.39 -0500 To: Katie Miller please pull this closed file and order tsar's on the airframe & engines for Jap Blankenship - n/c Joan Roberts Vice President Insured Aircraft Title Service, Inc. 4848 S.W. 36th Street Oklahoma City, OK 731 79 Original Message ------- SubjectRE: NS6FE Date: Tue, 6 Sep 2011 20:59:42 +0000 From: Jap Blankens To: 'Joan Roberts' Joan, Thanks for the IR Searches. The only item remaining is your post-closing title and lien report, which I assume yo It has been a real pleasure working with you on these matters. Best regards, Jap Jap W. Blankenship Fellers, Snider, Blankenship, Bailey & Tippens 100 N. Broadway, Suite 1 700 Oklahnma City OK 73102.8820 IRS Circular 230 Notice: Any tax advice included in the text of this message, or in any attachment, CO is not inte This message is sent from a law firm and may contain information that is privileged or confidential. If you receiv Original Messag From: Joan Roberts Sent: Tuesday, September 06, 2011 2:57 PM To: Jap Blankenship; Sharon Owen 1 of 2 9/6/2011 4:34 Pk CONFIDENTIAL Subject to Protective Order lATS - 000009 SDNY_GM_02774114 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260754 EFTA01339382 Fwd: RE: N56FE Subject: NS6FE The final IR Searches are attached. Joan F. Roberts Vice President Insured Aircraft Title Service, Inc. 4848 S.W. 36 Street Oklahoma City, Oklahoma 731 79 This message has been scanned for viruses and dangerous content by MailScanner, and is believed to be clean. This message has been scanned for viruses and dangerous content by MallScanner, and is believed to be clean. This message has been scanned for viruses and dangerous content by MailScanner, and is believed to be clean. 2 of 2 9/6/2011 4:34 PA CONFIDENTIAL Subject to Protective Order IATS - 000010 SDNY GM_02774115 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260755 EFTA01339383 N722JE/ N I62AE Subject: N722JE / N162AE From: Angie Risley <[email protected]> Date: Tue, 26 Jul 2011 13:57:42 -0500 To: Geor 'Michael J. Mikolay" , Mike Dwyer Hi! Please see post International Registry title searches for the above aircraft. Have a great day! Thanks, Angie Risley Escrow Assistant for Joan F. Roberts - VP Insured Aircraft Title Service, Inc. 484E S.W. 36th Street 7 162AE IR.pdf 722JE.pdf Content-Type: application/pdf Content-Encoding: base64 162AE IR.pdf IFC- ontent-Type: application/pdf Content-Encoding: base64 7/202011 I :57 PM CONFIDENTIAL Subject to Protective Order IATS - 000011 SDNY_GM_02774116 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260756 EFTA01339384 Closing Call Information for Tomorrow Subject: Closing Call Information for Tomorrow From: Ted Osgood <[email protected]> Date: 2:29 PM To: "Black, Joseph "Keating, John' ennis, Anthony Blankenship Irena Damnjanoska George Reenstra Tonya Butle Joan Roberts CC: Mike Mikolay Mike Dwyer "Marcroft, Coreen' ,lap In anticipation of closing on 162AE and 722JE tomorrow morning at 10:00 AM EST. below is a conference call in number. As of right now, the outstanding issues are: 1) IR registration for Freedom Air: IATS thinks this will be done today 2) Funds from both ASI and Freedom Air 3) A letter agreement, between ASI, Freedom and IATS, concerning post closing obligations from the pre buy inspection and Turbomeca letter issues, assuming all parties are in agreement over the course of action I proposed earlier today. Call in information: 877-856-3961 Code: 4672500 Ted Osgood Aircraft Sales Director Guardian .let, Lit 1445 Boston Post Road Guilford, CT 06437 This message has been scanned for viruses and dangerous content by MailScanner, and is believed to be clean. I of I 7/25/2011 2:44 PM CONFIDENTIAL Subject to Protective Order IATS - 000012 SDNY_GM_02774117 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260757 EFTA01339385 Fully Executed Letter Agreements -- N162AE Subject: Fully Executed Letter Agreements -- N162AE 1 or 2 From: Jap Blankenship Date: 11:19 AM To: Anthony Dennis "Joan Roberts "Darren Indyke "Ted Osgood CC: Irene Damnjanoska Attached are copies of the fully executed copies of the following: 1) letter agreement among MI Wings LLC, as Seller, Freedom Air International, Inc., as Purchaser and Insured Aircraft Title Service Inc., as Escrow Agent, relating to the Escrow Agent retention and subsequent distribution of $25,000.00 in connection with the Turbomeca engine matter; and 2) letter agreement between ASI Wings Lit, as Seller and Freedom Air International, Inc., as Purchaser, relating to the list of discrepancies attached to said letter agreement as Schedule 1. Best, lap Jap W. Blankenship Fellers, Snider, Blankenship, Bailey & Tippens 100 N. Broadway, Suite 1700 Oklahoma City, OK 73102-8820 IRS Circular 230 Notice: My tax advice included in the text of this message, or in any attachment, (I) Is not intended or written to be used, and cannot be used, by any taxpayer for the purpose of avoiding any tax penalties that may be imposed under the Internal Revenue Code and (II) should not be used In promoting, marketing, or recommending to another patty any transaction or matter addressed herein. This message Is sent IMM a law firm and may contain information that is privileged or conhdendal. If you received this transmission in error, please notify the sender by reply e-mail and delete the message and any attachments. This message has been scanned for viruses and dangerous content by MailScanner and is believed to be clean. Attachments: DOC.PDF 34.6 KB 7/26/2011 11:25 AM CONFIDENTIAL Subject to Protective Order IATS - 000013 SDNY_GM_02774118 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260758 EFTA01339386 Fully Executed Letter Agreements -- N 162AE DOC.PDF 25.8 KB 2 oft 7/26/2011 11:25 AM CONFIDENTIAL Subject to Protective Order IATS - 000014 SDNY_GM_02774119 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260759 EFTA01339387 Preliminary Acceptance Certificate -- N722lE Subject: Preliminary Acceptance Certificate -- N7221E From: lap Blankenship [email protected]> Date: 11:23 AM To: "Darren lndyke , "Joan Roberts CC: Irena Damnjanoska Anthony Dennis Attached is a copy of the executed Preliminary Acceptance Certificate covering N7221E. Best, Jap Jap \V. Blankenship Fellers, Snider, Blankenship, Bailey & Tippens 100 N. Broadway, Suite 1700 Oklahoma City, OK 73102.8820 IRS Circular 230 Notice: Any tax advice included in the text of this message, or in any attachment, (i) is not intended or written to be used, and cannot be used, by any taxPaYer for the purpose of avoiding any tax penalties that may be imposed under the Internal Revenue Code and Pi) should not be used In promoting. marketing, or recommending to another party any transaction or matter addressed herein. this message Is sent from a law firm and may contain information that is prMleged or confidential. If you received this transmission in error, please notify the sender by reply e.mail and delete the message and any attachments. This message has been scanned for viruses and dangerous content by MailScanner and is believed to be clean. Attachments: DOC.PDF 11.7 KB I of 1 CONFIDENTIAL Subject to Protective Order 7/26/2011 11:25 AM IATS - 000015 SDNY_GM_02774120 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260760 EFTA01339388 Preliminary Acceptance Certificate N162AE Subject: Preliminary Acceptance Certificate N162AE From: lap Blankenship < Date: 11:25 AM To: "Joan Roberts CC: Irena Damn'anoska Anthony Dennis 'Darren Indyke ([email protected]}" Attached is a copy of the executed Preliminary Acceptance Certificate covering N162AE. Best, fan Jap W. Blankenship Fellers, Snider, Blankenship, Bailey & Tippens I00 N. Broadway, Suite 1700 nkinhnnuiritv nlf 71) gfon IRS Circular 230 Notice: Any tax advice included in the text of this message, or in any attachment (i) Is not Intended or written to be used, and cannot be used, by any taxpayer for the purpose of avoiding any tax penalties that may be imposed under the Internal Revenue Code and (0) should not be used in promodng, marketing, or recommending to another party any transaction or matter addressed herein. This message Is sent from a law arm and may contain information that Is prNileged or confidential. If you received this transmission In error. please notify the sender by reply email and delete the message and any attachments. This message has been scanned for viruses and dangerous content by MailScanner and is believed to be clean. —Attachments: Preliminary Acceptance Certificate with Attached Side Letters Executed.pdf 544 KB l of l 7/26/2011 11:25 AM CONFIDENTIAL Subject to Protective Order IATS - 000016 SDNY_GM_02774121 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 0026076I EFTA01339389 N162AE Wiring Instructions Subject: N162AE -- Wiring Instructions From: lap Blankenship Date: 7/25/2011 5:37 PM To: "Joan Roberts CC: Irena Damnjanoska loan: Per our telephone conference, attached are the wiring instructions for ASI Wings LLC. Please note that, as is shown in the Aircraft Purchase Agreement, Aetna Inc. is the Managing Member of ASI Wings LLC. Best, lap Best, lap Jap W. Blankenship Fellers, Snider, Blankenship, Bailey & Tippens 100 N. Broadway, Suite 1700 Olclrilimmt rift• OK 71107 RAM IRS circular 230 Notice: Any tax advice Included in the text of this message, or In any attachment, (I) is not intended or written to be used, and cannot be used, by any taxpayer for the purpose of avoiding any tax penalties that may be imposed under the Internal Revenue Code and hi) should not be used in cramming, marketing, or recommending to another party any transaction or matter addressed herein. this message Is sent from a law firm and may contain Information that is privileged or confidential. if you received this transmission in error, please notify the sender by reply e-mail and delete the message and any attachments. This message has been scanned for viruses and dangerous content by Mailscanner and is believed to be clean. -Attachments: DOC.PDF 15.1 KB loll 7/26/2011 8:14 AM CONFIDENTIAL Subject to Protective Order IATS - 000017 SDNY_GM_02774122 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260762 EFTA01339390 N162AE Letter Agreement Subject: N162AE -- Letter Agreement From: Jap Blankenship Date: 10:01 AM To: AnthonyDennis • "Joan Roberts "Ted Osgood ( "Black, Joseph C CC: Irena Damnjanoska "Darren Indyke Ladies and Gentlemen: The form of the letter agreement among ASI Wings LLC, as Seller, Freedom Air International, Inc., as Purchaser, and IATS, as Escrow Agent, relating to the Escrow Agent's retention and subsequent distribution of $25,000 in connection with the Turbomeca engine matter, has been approved on behalf of ASI Wings and Freedom Air. A copy of the approved form of the agreement is attached hereto. The only change from the form of the agreement which was forwarded to some of you last night was to change the word "Purchaser" to "Seller" in the fourth line from the bottom of the first page of said letter agreement. On the third page, a counterpart of said letter agreement needs to be signed by each of ASI Wings, Freedom Air and IATS, and then each of you should e-mail me in PDF format the letter agreement as so executed. I will then assemble fully-executed counterparts of the executed letter agreement and forward a fully-executed copy to each of you by e-mail. Please let me know if the above should prompt any questions or comments. Best regards, lap lap W. Blankenship Fellers. Snider, Blankenship, Bailey & lippens 100 N. Broadway, Suite 1700 Ok . r ma City OK 73102M20 MS Circular 230 Notice: My tax advice included in the text of this message, or in any attachment, (i) is not intended or written to be used, and cannot be used, by any taxpayer for the purpose of avoiding any tax penalties that may be imposed under the Internal Revenue Code and (ii) should not be used in promoting, matting, or recommending to another party any transaction or matter addressed herein. This message is sent from a law firm and may contain information that is privileged or confidential. If you received this transmission in error, please notify the sender by reply equal' and delete the message and any attachments. This message has been scanned for viruses and I oft 7/26/2011 10:06 AM CONFIDENTIAL Subject to Protective Order IATS - 000018 SDNY_GM_02774123 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260763 EFTA01339391 N 162AE • • Letter Agreement dangerous ontent by MailScanner and is believed to be clean. Attachments: Letter Agreement (Turbomeca) ASI -- Freedom N162AE (Rev. 7.26)_vl.doc 32.5 KB 2 o12 7/26/2011 10:06 AM CONFIDENTIAL Subject to Protective Order IATS - 000019 SDNY_GM_02774124 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260764 EFTA01339392 Aetna/Freedom Air Subject: Aetna/Freedom Air From: "George Reenstra' Date: 7/25/2011 5:56 PM To: "Joan Roberts" CC: "Darren Indykc Looks like all the pieces are fitting together to close at 10 am your time. Please retain my 100K from Freedom Air till I figure where to send it. I have copied Freedom Air attorney, Darren Indyke George Reenstra Aircraft Services Group Inc 212 Route 94, Ste 2E Vernon, NJ 07462 This message has been scanned for viruses and dangerous content by MailScanner and is believed to be clean. 1 of 1 7/26/2011 9:05 AM CONFIDENTIAL Subject to Protective Order IATS - 000020 SDNY_GM_02774125 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260765 EFTA01339393 Re: Closing Call Information for Tomorrow Subject: Re: Closing Call Information for Tomorrow From: Ted Osgood Date: 9:49 AM To: ' CC: Mike Mikola , Mike Dwyer All We are very close, but need another hour. We would like to reschedule the call for 1200 EST using the call in information below. Ted Osgood Guardian let From: Ted Osgood Sent: Monday, July 25. 11 03:29 PM ; Marcroft, Coreen Keating, John Dennis, Anthony J < ; lrena Damnjanoska < ; George Reenstra Tonya Butler Joan Roberts Cc: Mike Mikolay; Mike Dwyer Subject: Closing Call Information for Tomorrow In anticipation of closing on 162AE and 722JE tomorrow morning at 10:00 AM EST, below is a conference call in number. As of right now, the outstanding issues are: 1) IR registration for Freedom Air; IATS thinks this will be done today 2) Funds from both ASI and Freedom Air 3) A letter agreement, between ASI, Freedom and IATS, concerning post closing obligations from the pre buy inspection and Turbomeca letter issues, assuming all parties are in agreement over the course of action I proposed earlier today. Call in information: I of 2 7/26/2011 10:00 AM CONFIDENTIAL Subject to Protective Order IATS - 000021 SDNY_GM_02774126 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260766 EFTA01339394 Re: Closing Call Information for Tomorrow Ted Osgood Aircraft Sales Director Guardian .let, LIA 1445 Boston Post Road Guilford. CT 06437 This message has been scanned for viruses and dangerous content by MailScanner and is believed to be clean. 2 of 2 7/26/2011 10:00 AM CONFIDENTIAL Subject to Protective Order IATS - 000022 SDNY_GM_02774127 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260767 EFTA01339395 Ille:///C:/Users/IA/AppData/Locaremp/Part 1.2.7.htm The information contained in this communication is confidential, may be attorney-client privileged, and is intended only for the use of the addressee. It is the property of Darren K. Indyke, PLLC. Unauthorized use, disclosure or copying of this communication or any part thereof is strictly prohibited and may be unlawful. If you have received this communication in error, please notify us immediately by return e-mail, and destroy this communication and all copies thereof, including all attachments. Copyright of Darren K. Indyke, PLLC - O 2011 Darren K. Indyke, PLLC — All rights reserved. *ft Begin forwarded message: From: Darren Indyke Date: July 25, 2011 5:54:36 PM EDT To: Jap Blankenshi Cc: "Joan Roberts Damnjanoska Subject: Re: N162AE, N722JE Mr Epstein is sole member of FSF, LLC which is sole stockholder of freedom air Sent from my iPhone On Jul 25, 2011, at 5:25 PM, Jap Blankenship Darren: wrote: , Irena We just received the following email from Joan Roberts relating to Jeffrey Epstein. As this apparently relates to your client, please follow up with Joan regarding the same. Thanks, Jap Jap W. Blankenship Fellers, Snider, Blankenship, or 3 7/26/2011 8:09 AM CONFIDENTIAL Subject to Protective Order IATS - 000023 SDNYGM_02774128 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260768 EFTA01339396 file:///ClUsersiltVAppDala/Localffemp/Pan Bailey & Tippens 100 N. Broadway, Suite 1700 Oklahoma City, OK 73102-8820 Phone Fax: E-Mai IRS Circular 230 Notice: Any tax advice included in the text of this message, or in any attachment, (i) is not intended or written to be used, and cannot be used, by any taxpayer for the purpose of avoiding any tax penalties that may be imposed under the Internal Revenue Code and (ii) should not be used in promoting, marketing, or recommending to another party any transaction or matter addressed herein. This message is sent from a law firm and may contain information that is privileged or confidential. If you received this transmission in error, please notify the sender by reply e-mail and delete the message and any attachments. ----Original Message---From: Joan Robertl Sent: Monday, July 25, 2011 4:02 PM To Subject: N162AE, N722JE Jap Blankenship We just received the $1,404,945.00 from Jeffrey Epstein. In order to do our due diligence,1 will need a copy of Mr. Epstein's passport as soon as possible. Also, I will need some explanation of of 3 7/26/2011 8:09 AM CONFIDENTIAL Subject to Protective Order IATS - 000024 SDNY_GM_02774129 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_00260769 EFTA01339397 file:///C:Msers/IA/AppDatanscalfremp/Part 1.2.7.htin who Mr. Epstein is and how he is involved in this transaction. Joan F. Roberts Vice President Insured Aircraft Title Service, Inc. 4848 S.W. 36 Street Oklahoma City, Oklahoma 73179 Phone: Fax: www.insuredaircraft.com This message has been scanned for viruses and dangerous content by MailScanner, and is believed to be clean. of 3 7O6/2011 8:09 AM CONFIDENTIAL Subject to Protective Order IATS - 000025 SDNY_GM_02774130 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260770 EFTA01339398 CONFIDENTIAL SIONATURI OF DEANA t & • GNAT LRAM( / AMA Ott TITULAR tomewatto :IMP notro'et tram!. .AA„ lxv: seviestmitasititioNO REY EDWARD tyrosocomendraws. UNWED STATES OF AMERICA Os:sten/0ot NeOctetIFtea de oxifloir10 ,:,,R0Jan 1953 . - P-.IL dtlf0FRrtudIjSt itrgeNtins.' -oasorimegoleoeogiomithOu a AMU AR dna swrWo~0pn lopridiallFecoode ono-id 2,5 May 20211 Inkcarnerb/IITIRALS*41%/Ataarare1 .11;1 SEE PAGE27 So 15.7.16So • M • ”-‘ &nosy Wolk, liacndad Lain .4 co? Department of Sf0A0.: P<USAEPSTEITI<<JEFFREY<EDWARD<<“<<“<<“<<“ Subject to Protective Order RTS - 000026 SDNY_GM_02774131 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260771 EFTA01339399 RE: ('los;: Call Information for Tomorrow relating to N722.1... Subject: RE: Closing Call Information for Tomorrow relating to N722JE and N162AE From: Jap Blankenship Date: Mon, 25 Jul 2011 20:31:35 +0000 To: "'Ted Osgood"' , "Black, Joseph C" "Marcroft, Coreen" "Keating. John" "Dennis, Anthony J" <[email protected]>, Irena Damnjanoska George Reenstra onya Butler Joan Roberts Mike Dwyer Consistent with my email to most of you last Friday afternoon, the closings tomorrow, Tuesday, July 26, are scheduled to commence at 10:00 am Oklahoma time (i.e. 11:00 am Eastern time). Best regards, Jap Jap W. Blankenship Fellers, Snider. Blankenship, Bailey & Tippens 100 N. Broadway, Suite 1700 Oklahoma City, OK 73102-8820 Phone: Fax: E-Mail: IRS Circular 230 Notice: Any tax advice Included in the tort of this message, or in any attachment, (I) Is not Intended or written to be used, and cannot be used. by any taxpayer for the purpose of avoiding any tax penalties that may be imposed under the Internal Revenue Code and iii) should not be used In promoting. madeting, or recommending to another party any transaction or matter addressed herein. This message Is sent from a law flrm and may contain Intermitter. that Is privileged or conhdendal. If you received this transrrission In error, please notify the sender by reply emall and delete the message and any attachments. From: Ted Osgood [mailto Sent: Monday, July 25, 2011 2:29 PM To: Black, Josep • een; Keating, John; Dennis, Anthony ); Jap Blankenship; Irena Damnjanoska; George Reenstra Tonya Butler; Joan Roberts Cc: Mike Mikolay; Mike Dwyer Subject: Closing Call Information for Tomorrow In anticipation of closing on 162AE and 722JE tomorrow monvng at 10:00 AM EST, below is a conference call in number. As of right now, the outstanding issues are: 1) IR registration for Freedom Air: IATS thinks this will be done today 2) Funds from both ASI and Freedom Air 3) A letter agreement, between ASI. Freedom and IATS, concerning post closing obligations from the pre buy I of 2 7/25/2011 3:32 PM CONFIDENTIAL Subject to Protective Order IATS - 000027 SDNY_GM_02774132 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260772 EFTA01339400 RE: Closii Call Information for Tomorrow relating to N722.l... inspection and Turbomeca letter issues, assuming all parties are in agreement over the course of action I proposed earlier today. Call in information: Ted Osgood Aircraft Sales Director Guardian Jet, 1,1,C 1445 Boston Post Road Guilford, Cl' 06437 ted.osizood(a)guarchamet.com vavw.GuardianJet.corn This message has been scanned for viruses and dangerous content by MailScanner, and is believed to be clean. 2 012 7/25/2011 3:32 PM CONFIDENTIAL Subject to Protective Order IATS - 000028 SDNY_GM_02774133 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260773 EFTA01339401 Closing Call Information for Tomorrow Subject: Closing Call Information for Tomorrow From: Ted Osgood Date: Mon, 25 Jul 2011 15:29:07 -0400 To: "Black, Joseph C" "Keating, John" Blankenship 1SGeorge Reenstr Tonya Butler <t — Joan Roberts Mike Mike Mikolay , Mike Dwyer "Marcroft, Coreen' nis, Anthony J" < , Irena Damnjanoska ap In anticipation of closing on 162AE and 722JE tomorrow morning at 10:00 AM EST, below is a conference call in flitter. As of right now, the outstanding issues are: 1) IR registration for Freedom Air; IATS thinks this will be done today 2) Funds from both ASI and Freedom Air 3) A letter agreement, between ASI, Freedom and IATS, concerning post closing obligations from the pre buy inspection and Turbomeca letter issues, assuming all parties are in agreement over the course of action I proposed earlier today. Can in information: Ted Osgood Aircraft Sales Director Guardian .let, LTC 1445 Boston Post Road Guilford, CT 06437 ted.osaciodeguardiamet.com www.GuardianJet.com This message has been scanned for viruses and dangerous content by MailScanner, and is believed to be clean. i of W25/20112:33 PM CONFIDENTIAL Subject to Protective Order IATS - 000029 SDNY_GM_02774134 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260774 EFTA01339402 Disbursement Instructions 162AE and 722.1E Subject: Disbursement Instructions 162AE and 722JE From: Ted Osgood Date: Mon, 25 Jul 2011 19:33:52 -0400 To: Tonya Butler Hi Tonya Closing settlements for both helicopters are attached. Thanks, Ted Ted Osgood Aircraft Sales Director Guardian Jet, LLC 1445 Boston Post Road Guilford, CT 06437 .ospoo Aguar ianict.com www.GuardianJet.com This message has been scanned for viruses and dangerous content by MailScanner, and is believed to be clean. of 2011 07 19 162AE Closing Statement.pdf 2011 07 19 162AE Content-Description: Closing Statement.pdf Content-Type: application/pdf Content-Encoding: base64 2011 07 19 722JE Closing Statement.pdf 2011 07 19 722JE Content-Description: Closing Statement.pdf 2011 07 19 722JE Closing Statement.pdfl Content-Type: application/pdf Content-Encoding: base64 7/26/2011 7:47 AM CONFIDENTIAL Subject to Protective Order IATS - 000030 SDNY_GM_02774135 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260775 EFTA01339403 Re: 147.:2JE & NO2AE-Doetiments in Escrow Subject: Re: N722JE & N162AE-Documents in Escrow From: Tonya Butler Date: Mon, 25 Jul 2011 15.37.58 -0500 To: George Reenstra CC: Darren Indyke , Ted Osgood Damn anoska < Jar Blankenship Anthony Dennis Yes, I have sent both pink slips to Aetna Hangar for delivery tomorrow morning. Sincerely, Tonya Butler Escrow Assistant for Joan F. Roberts - VP Insured Aircraft Title Service, Inc. 4848 S.W. 36th Street Oklahoma C OK 73179 Corn www.InsuredaIrcraft.com Irena On 7/25/2011 3:32 PM, George Reenstra wrote: Please include our pink slips for Freedom Air along with the pinks for Aetna that you send to the Aetna hangar George Reenstra Aircraft Services Group Inc 212 Route 94, Ste 2E MI= Website: www.youriet.epm Email: peomeepyouriet.com From: Tonya Butler [mailto:t Sent Monday, July 25, 2011 4:14 PM To: Dar n k • G e Reenstra; Ted Osgood; Irena Damnjanoska; lap Blankenship; Marcroft, Coreen Anthony Dennis Subject: - moments in Escrow Please fmd attached copies of the original documents held in escrow for N722.1F, and NI62AE. We also received the pink slips from the AFR for both aircraft. The parties will need to keep the pink slip in the cockpit of the aircraft, until the certificate of registration is completed. Please advise what address you want us to send the pink slips back to by Fed-Ex. Sincerely, Tonya Butler Esaow Assistant for I 0(2 7/25/2011 3:38 PM CONFIDENTIAL Subject to Protective Order IATS - 000031 SDNY_GM_02774136 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260776 EFTA01339404 Re: N722JE & N162AE-Documents in Escrow Joan P. Roberts - VI' Insured Aircraft Title Service, Inc. 4848 S.W. 34th Street 79 tbutlertfansuredatrcraft.com www.insuredaircraft.com This message has been scanned for viruses and dangerous content by MailScanner, and is believed to be clean. This message has been scanned for viruses and dangerous content by MailScanner, and is believed to be clean. 2 0(2 7/25/20113:38 PM CONFIDENTIAL Subject to Protective Order IATS - 000032 SDNY_GM_02774137 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260777 EFTA01339405 N722JE & Ni62AF-Documents in Escrow Subject: N722JE & N162AE-Documents in Escrow From: Tonya Butler Date: Mon, 25 Jul 2011 15:13:42 -0500 To: Darren Ind ke George Reenstra , Ted Os•ood , Irena Darnnjanoska ap Blankenship rcro oreen I Anthony Dennis Please find attached copies of the original documents held in escrow for N722JE and N162AE. We also received the pink slips from the AFR for both aircraft. The parties will need to keep the pink slip in the cockpit of the aircraft, until the certificate of registration is completed. Please advise what address you want us to send the pink slips back to by Fed-Ex. Sincerely, Tonya Butler Escrow Assistant for Joan F. Roberts - VP Insured Aircraft Tide Service, Inc. 4848 S.W. 36th Street Oklahoma City. OK 73179 nits ainraft.an www.insuredairceaft.com C N162AES N722JE-Pink Slips.pdf Content-Type: application/pdf Content-Encoding: base64 N162AE-Copies of Dots pdf N162AE-Copies of Docs.pdf 'Content-Encoding: base64 Content-Type: application/pdf N722JE-Copies of Docs.pdf N722JE-Copies of Docs.pdf Content-Type: application/pdf Content-Encoding: base64 of r 7/25/2011 3:14 PM CONFIDENTIAL Subject to Protective Order IATS - 000033 SDNY_GM_02774138 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260778 EFTA01339406 FORM APPROVED Otegi No.SUCH:042 MOOD STATES OF ALIEMICA DEPARTMENT OF TRANSPORTA11.211 ROWS a ADMINISIPATIONAIIKE DEONSONEY 011:110MEEMen. Caren :mothers REOISTRADeel APPLICATION CERT: I /../ A ' 47<ma., C ' : 1/4 IfrAla‘STATES N REGISTRATal WIAgER 722JE .A ANERAFT .V1UFACTUFIER &ACM Keystone (Sikorsky) S —76C. AIFO:PArr SERAL No. 760750 FttlIfdA USEgONLY TYPE 9411201STRA11011 Klima One taxi 4 9 ( ‘'-• - - - el/ ' 1"99.909 O I. Indnidual • 0 2. PerInership• ' el 3. Ceiporetion 04. Q5. Go% ram p a. Non•Cilizen Corpong4 on 0 9. Non-Cilinn et • I? HOME OR ARROGANT retErX(e) shown on addersOf 04,0110M/EXIIIISIS.S.111 V ASI Wings, LLC • • TELEMIONE WAVER ( 860) 273-0386 ACIICittsed. • . re MY) .7•1 nerno.ii4j",... 4) moans Aunt permitsmailing address lot Int opontorn on bn) IIIR rat So to Erc4.1J 0 151 Farmington Ave ue Rat . I I. Hartford i t ,.4 • • : .i ?:,' ZIP CODE i / 06156 . ...a. / . p CHECK HERE IF YOU ARE C EP WA-CHANG6,40F.•ADDRESS ATTENTION! Read the toll* s ate nt fordzignin6ttli ti application. This i US mpleted. ' A IBM or dblionest risme to any gusetlor; Inns anon for vv.:stmt.* lho andIcekivelsonment S. de. Til Sec. 1901) ER A 191t , NYE CERfirt ....^ • (t) Thai %oboe* 4seepit b t. yew it a ezzingnaucling4grporadcos) 01 thillnir116141cis. '). .j._ (Fat EeEnElfuel, give nIn*C4 . i ; . 1. or: a b. PI Thal pi Treiti444e TYPE A Alen. MA Anon-89am end aid edema othratly in Inspection at si or Form I •SSI) ao. I " . .ie grate ene laws oNsteuo fr‘ 44 µage stassa:;nee.cees de irght tours in* able kr/ . Lis) t " .. . the sECTErt it ef any 10114 ,40entigi 4,2 • • • ,."' I/ Is eas yeenilled wither Federal *seen seminisiraton. ' .V. , l..., • NOTE' orl N. k rshlp Al applicants rags% sign. Use reverse redo if necessary. ir ON P E 8111inIGNiAlURE its EACH PART OF THIS APPLICATION MUST SE SIONEO IN IN(si e • • i Rlihistant Cotporste ecretary 'of Aetna Inc,', P4iE inda Westbrook • ag ng em er o ASI Wings, LLC siONATURE , . ya out , • NOTE Penang 1004 a ew 914O41.ei /*gift now*" t% cast mm be operas Iota reap not In excess OW dan' du." whick.ti" ew PRPC coq of 114.1 sopii•Oxikeste: cenhelln the abet i I A4 AVM 8020-1 (1/8040690052:00428-9097)9upeniedes Preview ECM*, CONFIDENTIAL Subject to Protective Order IATS - 000034 SDNY_GM_02774139 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260779 EFTA01339407 CONFIDENTIAL FORM APPROVED OMB No 2120-0342 UNITED STATES OF PAIEPOCA DEPARTMENT Of TRANSPORTATION PIOGRAr..alentmmtmettneanotpuccNOmarafTAlarefeUnceA Cant* MCRAE,' AIRATION NON CERT: TE fa ill a ra/DED N • ARCRAFTN/LltrACTJAER A .11 I (DRS S j IGC AliCRAFT.SERIAbN7 (o 7 a..... TYPE OF of phock One DM 0 1. Alefmktual Oa PAO:SSW 3. Capotation 04. 5. I O El Noii-CAb.en Capacities. O 9. Nan 4:812en NAME OR APPLICANT (Posentte shown on oviclonc• a oAnaship. It IndlAcIat gh• Ara none. 101DIJ Fre.s.61 owl 4 i v---reckt 44% 4 a. , .c) :ADCW85394croonent ADArq Sims leo fat aasAt An 40 (. . Ideal elo be Mown) . " monbotam mum: icerta20, . Rural RAM' CITY leNI ' i i WV 1/1. iin . ZP CODE II O3 O CHECK HERE YOU ARE Or• EP NG A CHANGE OF ADDRESS - ATTENTION! Read the folio leo s 1 ili nt ore signing this application. This po iolv' IUS maimed. A Pee ot clehonatt amber to try tootoon in IN. eppbray on M tot pair/mrd by Goo teld/o. Inutvormcnt QYJ.S. do Ti e CART OCERTOrCA ION owCERTIFY i 'T4 - .0.) ma th..b.emd, I. ove... on:.enljrr t A 11a ,a, c,ncl.wanaceep,ratIont.) cone usual mom. Ave weep DtAt. 91/4 n=9° 1 r h or: _ gtfigtatkasEUICCE o. a rintatatnatin. tom Ito: or .151 or f orb 1.551) No b. A Rbo.cIttzen id business undo, the law, MUMS) aid AP aircraft rp ;Arne* N the WIWI Males %cads pilot haws s-s avail* Jot • Inspection et (2) TAO the afro/A A ed ohd °taw {outgo combs WU P/ nniloo is hao been kited with VA mama liaNtico Acknietagolscet • ( , NO 0 all applicants mug sign. Us* reverse sided Airary. TYPE OR E ennui* • thh. — und ;. , iccrires ic9t 44 - DATE .- 0 TIRE l i DATE Sate IPiE <Al TIM DATE NOTE Nulling rob*. et the Cwiltrate of Akan Rortnann. No Aura rosy be apnea, lore petted not in PPM el 90 Pa PPR~ Ante the PPP copy of INIOPPATOlkb must be CRAW In the sous AC Rem 10504 (O09)..15N0052-00-an-econ Supersede, PrOACUS ECItion Subject to Protective Order IATS - 000035 SDNY_GM_02774140 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260780 EFTA01339408 COpy Gum, , 0/ ivSE/RED - IN Rs DAT& A AGENT: WARRANTY BILL OF SALE z A The undersigned, FREEDOM AIR INTERNATIONAL, INC. ("Seller"), is the owner of the Ml legal and beneficial title in and to that certain 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 that certain Aircraft Purchase Agreement dated as of July 1g , 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 tam 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 (810.00) 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 herd?), convsyed 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. FREEDOM AIR INTERNATIONAL, MC. By: C.Z7 51 Name: a 6-re Title: t e CONFIDENTIAL Subject to Protective Order IATS - 000036 SDNYGM_02774 141 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0026078 I EFTA01339409 FORMAPPROVE0 OMB No. 2120-41042 UNITEDSTATES OF AsaRiCA DEPARTMENT OF TRANSPORTATION MUM AKATION ADaluilallfIADON.IIKE memPaitYMIIONAUlICAL COMA MRCRAFT nEtzttmatnrottnnPlanOt. CERT: ISSUE DATE REG U STRIT N ATIED STATES N OM NuTABER 722JE AFICRAFTMANVFXR/RERILMCCEL Keystone (Sikorsky) S -76C AJRCRAFT SERP/143. 760750 FOR FM USE ONLY rote OF REGISTRATION (Crock One 004 O1. Incivklual O 2. Parinenhip eg3. Corporation O1. OtuOrmer O 5. Go vernment O 9. Nco.Ciuzen Capes/pal O 9. NeruCeiren Corporatist, Co-Oone NAME OR APRICANT Pflontal sera co evideve el 0wMn• Y al yva al 45114. tnt Nine. and er•Ocre ^0.14 ASI Wings, LLC TELEPKINE PARAXR: ADDRESS persvensnt nag sedan le hat eopliere on HOW R.O. Sealsused. persical address lnnml also be ilawenl Naas and sue& 151 Farmington Avenue Real lime PO. Ele on Hartford STATE Connecticut ZIP COOS 06156 O CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Read the following statement before signing thisapplication. This portion MUST be completed. A Onset dinannt inn"' to ay claasbOa hi INS apoicmioa rnay e• wounds tot purnovneni by IOW Midler impieOnment U.S Code. Too '0. See 1009 CERTIFICATION NNE COMFY. II) That the above era., • one by Ms undesired anew* ae is • ceten Packaria ccorralionsl a TIM l'oand Sestet Pa vat,n0 Inn.. CoYa rum* o • trultee: I. or. pe 04 OW, A5 APflaillIMIE., a. A f 49•cliVil goon. won aloen .!baron fowl "S. Ca Pam T'SSIT NO, b A ile n*CilQ.. caPaalm clangor/ and clop twos, under V. Iona Med rd led noel is based and parety uses m Ma Orgies States. Meat a Nan Mt, Ye natio lee lasocclen at 42) Tnat the tiartel is na ragetered war IM teal ca any leer country:4mi a TAM SO rodeo* oloionersap Is aucned a Ns been lied WM M Federal Avtolan Arrinistalir NOTE: If executed lot ceovenerShip eA applicants MUM sign. Use reverse app el necessary. TYPE OR PRINT NAME EsEtOw SIGNAIUSIE EACH PART OP THIS ♦PPLICATION MUST BE SIGNED IN INK. stant Corporate nti etary of Aetna Inc. , ecr DATE MONA Melinda Westbrook Managing Member of ASI Wings, LLC PATE Ss:MATURE TITLE DATE NOTE Nixing !Keel al the C.Yalalt M NtaaIt Relyratiliatl the situali may be eeeraid lea • prod net ws eaves al 90 641. GoaNI*41kh Yaw Ma Me *soy a this applialion awe be caned In the acne. AC Peen 0050.1 (/09)0ISNO052.00.628.900/7 Supersedes Ready, Edeke CONFIDENTIAL Subject to Protective Order IATS - 000037 SDNY_GM_02774142 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260782 EFTA01339410 COPY OF ORIGINAL DOCUMENT ORIGINAL IN ESCROW AT INSURED/11.4.V TITLE SERVICE DATE' AGENT: JOAN ROBERTS, V.P. WARRANTY BILL OF SALE The undersigned, ("Seller"), is the owner of the full 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. N162AE, with two (2) Turbomeca Arriel 251 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 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 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, 201 I. ASI WINGS, LLC By: Aetna Inc., Managing Member By: Name: Mei ir.ck Westiar nk. Title: titsi'tkciert Corr cetrebx, Date: CONFIDENTIAL Subject to Protective Order IATS - 000038 SDNYGM_02774143 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260783 EFTA01339411 FORM APPROVED CMS No. 2120.0042 UNTED STATES OF AMERICA DEPART/OR OF 111441SPORWION flienuermaNateraSTRATINteitirealetvellOtetnCAL Meal AWICPAFT RECiSTRATICH APPLICATION CERT! ISSUE DATE REGMERsea N t (pa AE &macs AM oR,1/45 3 :7(DC NROWT FERAL Nct - 1 c'fn 41 - FOR FAA USE ONLY TYPE OF REOGIRATION 'Pock One bad O1. Indivklual 02. Pailnenthip MeCaperalion 04. C042vaner 0b. <Weinman' O EL Non.Ceizon Cdtpecation O 9. Nce-CitizenCeigaseenCo-Ormar NAM( OR APPLICANT (Permed) shown on elide.** al emereNp. II indleekol, give lest rare fret eft and aide WINO Er &ea:loon AI v---reity-m61-10‘44.1 J , =p.c. IELEPHORE IIVIOOEt ( / ADDRESS etemanani ming address- Anil tiopacant assn. Pa 00.4 Is tale Peel dens.Mula ea be Mead Runs and met 1 Cr l e FA of V ` RCA Sa i 6— ao, '- We Noe: P.O. sac COY NrNi ; I rl i k li4gat e k EWE ..1 3° E 2IP WOE S tos CI CHEacHERelf YOU ARE ONLY REPORTING A CHANGE OF' DRESS ATTENTION! Read the following statement before signing this application. This portion MUST be completed. A Wee a ettnenell arca°, de any aelarfo in dal aPperie Vie Impounds la Ovehmont OF fine endear imodionmenl NS. Calk Tide RI. Fen 1000 CERTIFICATION ME CERTIFY. pi met mato., nerds it one, by t'* volorrarrod spew. Mw al a earn AMNON ()Neatest et tne tinted Siam. (Few toting but. pm Nina& rusted I. On CIZOStEsSisatomt a A Moen alien. eh then r erarabon (Form trial a Foe I -bat) Na. b. Annn citroan core/Non Newel and &Ina Minead under the laws OP lee and mot °Raab at brood and ennienta used in Ito Lee Stet Rows or Mtn hours re setae lar dolection X . (4 le ON Myatt a not npstare0 ed. OW tern d any fowl ere: and 41 le kin dreamed encase it attache a bas been Red we, le nee Nee Acareliebox NOTE: II executed lot co-ownership all applicants must sign. Use revolts side it necessary. TYPE OR PRINT NAME BELOW SIGNATURE Pali 3 Z -. POMPOM \ D ua l/L c ( VICA-o ne-5 40esa- NATE ....g, aril. ggg .,...,IIREIts.rn.N K. 304r SCC TITLE ()ATE Leo IA; mwmum Tine DATE NOTE Penang receipt el tin Cartedele of Alma Ileptdallaid. the arctall may be ammo a:oaf/Mod not n *Ness d90 day% durairardet lar) ON OINK copy of le leratale net bo canna at Prir weft. AC km 0350.1 (I/00, MN 0052-00 S2410)2150P0litdee ',relieve Edition CONFIDENTIAL Subject to Protective Order IATS - 000039 SONYGM_02 774144 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260784 EFTA01339412 N Subject: N162AE From: Angie Risleyl Date: Mon, 25 Jul 2011 11:50:09 -0500 To: Hi! Please see attached IR searches for N162AE. Thanks, Angie Risley Escrow Assistant for Joan F. Roberts - VP Insured Aircraft Title Service, Inc. 4848 S.W. 36th Street Oklahoma City, OK 73179 anctiereinsuredaircraftmom www.insuredaircraft.com 162AE.pdf I Content-Type: applicationlpdf Content-Encoding: base64 4 I of I 7/25/2011 I I:50 AM CONFIDENTIAL Subject to Protective Order IATS - 000040 SDNY_GM_02774145 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260785 EFTA01339413 N722.11:- and 162AE. Subject: N722JE and 162AE From: Jap Blankenship <[email protected]> Date: Fri, 22 Jul 2011 19:38:14 +0000 To: Anthon Dennis Coreen Os ood CC: Irena Damnjanoska Ladies and Gentlemen: For reasons of which most of you are aware, this is to confirm that the closings on the referenced aircraft scheduled for Monday, July 25, 2011 at 10:00 am Oklahoma time have been postponed. Said closings are tentatively rescheduled for Tuesday, July 26, 2011 at 10:00 am Oklahoma time. Lets touch base with one another when additional information becomes available on Monday. Best regards, lap lap W. Blankenship Fellers, Snider, Blankenship, Bailey & Tippens 100 N. Broadway, Suite 1700 Oklahoma City, OK 73102-8820 IRS Circular 230 Notke: My tax advice Included in the text of tNs message, or in any attachment, (ills not intended a written to be used, and cannot be used. bY any taxpayer fa the purpose of avoiding any tax penalties that may be Imposed under the Internal Revenue Code and (Ii) should not be used in prompting. marketing. or recommending to another party any transactice or nutter addressed herein. This message is sent from a law firm and may contain information that is privileged or conhienttal. If you received this transmission In error, please notify the sender by reply e-mail and delete the message and any attachments. This message has been scanned for viruses and dangerous content by MailScanner, and is believed to be clean. I of I 7/22/2011 2:40 Ph CONFIDENTIAL Subject to Protective Order IATS - 000041 SDNY_GM_02774146 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260786 EFTA01339414 N72:—. tad '162A1: Subject: N722JE and N162AE From: Angie Risley Date: Fri, 22 Jul 2011 14:27:40 -0500 To: Hi! Please see attached copies of original documents currently being held in escrow. Thanks, Angie Risley Escrow Assistant for Joan F. Roberts - VP Insured Aircraft Title Service, Inc. 4848 S.W. 36th Street Oklahoma Cit OK 73179 www.Insure airc IContent-Type: application/pdf 22jE 162AE.pdf I Content-Encoding: base64 I of I 7/22/201 1 2:27 PM! CONFIDENTIAL Subject to Protective Order IATS - 000042 SDNY GM_02774147 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260787 EFTA01339415 WARRANTY BILL OF SALE The undersigned, FREEDOM AIR INTERNATIONAL, MC. ("Seller"), is the owner of the Ml legal and beneficial title in and to that certain 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 that certain Aircraft Purchase Agreement dated as of July t R , 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 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, 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. FREEDOM AIR INTERNATIONAL, MC. CA Vi O111 0014AL DOCUlAtilft lt1 ESCROW Kr 114SIIRSD PARCW'T 1111,S WOOS DOW S, ioOt o CONFIDENTIAL Subject to Protective Order IATS - 000043 SDNY_Glk02774148 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260788 EFTA01339416 FORMAN/MAW OMB NO. 2120-0042 UNTO) STATES OF Malta DEPARTMENT OF TRANSPORTATION NOM. Nemliets ACIIINOSTIMII0O4USe itiONOOKY At110.14.11191CeNTOI MITOFVOT AEOISTRATKIN APFtsC.M1011 CERT: ISSUE DATE - PEOWROWP&SR N t ito a Ae AIRCRAFT MANUMOURERE Mat. NRCPAFT SERIAL Ho ---7 (en 41 --.- FOR FM USE ONLY TYPE OF moistwaSapiroi One Wee 0 tIrreividutil 02. Pannorstip 1127. Coswaticri 04. Co-Owner O S. Government O IL Non-Citizen Corporation 0 9. NonCaizen Corporation Co-Owner NAME OR APFUCANT f tgrateit4 Shown en Seance el crailattne is I-WM[1W. gee WM name. int nano. and meld* SW) Frei...GIA/1n A t 11.- rift 4- firtAdklioiliSt I , INC., J TELEPHONE MANIEtt ( ) ACOTIESS(Pennonem ebbing adSoas lot Trig psalm on loll el PO. Eice is rem. Stress masow soma sinew awe ant %D ..; VINO* id( e R O • Ca. c..1.3ike 30 - ) i Rini Pout RO. Sot CITY \ 4 I VII 144 -at e k STATE 1::: 1 e ZIR COM IStos 0 CHECK HERelt YOU ARE ONLY REPORTING A CHANGE OF ADDRESS AlTENTIONt Read the following s atement bet ore signing this application. This portion MUST be completed. xfalle of clohtwood animal t* any quesliCa A ONO aopicalal may be gourds la pinletwneol by Sne orsVor imeiserws N.S. Cede id* it SOC. 1031). CERTIFICATION NYE CUMFY. tit MN Ito nmve moan in owned by elf undonlgaIld spokes. wane • Ohne IHOINTHEOMPmskcel Clint l/ntee Stun 0 cfletem mixt. Oat name of WANK La Cfd.Ccif CWAYTIOPAKE; ii. kinklent nem with del c ebistraton (Fon" 1.151 Of Form 1461) N. b. A nanatinn corporal:on ceo.vated and doing boyetasn untie PM was cf We) and sad heath is based and ptirnirty tiled in IPA Undo:151MM Allefled5Of fight Mori en Makin AspeCon at_ . .- _-___ _ _ -- 0 ow the erman is not regivaeci craw In. bby of any booty, (orty. and p) I FM legal trodeoce Cl ownettonp o attached of AA been bed with theF*1n' /Motion Adrnermtraiin. NOTE: Il executed OM Cb-m•YMNSITIP al applicants mint sir. Use reveille side il necessary. TYPE OR PRINT NAME BELOW SIGNATURE EACH PTF THIS APPLICATION MUST SE SIGNED IN INK. seareeltinE 11:01.MILIS • 11Tlf Vjcor—Rez @DEA ea ear SSpwMin€.yrrs, itreCilbee. TrILE DATE SIGNATURE TITLE pwE NOTE PaXillO Nag of MO Corlifesie of Mann Re:natal ton. Ise avcnit may be Opeeelbd btoponodoof in "mom 00 ems. demo YAW. time My PIN( copy of um ambcaton mom be cams in Ire slienolt. AC Fpm eons; magi:MN 0052.00nasoonSupermooy Aaron Ldcson COPY. OR/G/NAL OP ORIGINAL Docum IN ESCRO W ATasir DATE. INSURED AIRCRAFT ITLE SERVICE AGENT: JOAN ROBERTS, V.P. CONFIDENTIAL Subject to Protective Order IATS - 000044 SDNYGM_02 774 149 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260789 EFTA01339417 RE: N722JE and NI( /.AE Subject: RE: N722JE and N162AE From: Jap Blankenship <[email protected]> Date: Thu, 21 Jul 2011 18:12:59 +0000 To: "'Kim Thompson" • , "Marcroft, Coreen" ed Osgo Anthony Dennis Kim: Thank you for the title search reports and IR searches for the two above referenced aircraft and the related engines. There is one item which needs to be clarified at the outset. With respect to N162AE, the two Turbomeca Arriel 2S1 engines attached to the helicopter and being sold bear manufacturer's serial numbers 20040 and 20533TEC. In that regard, see the Aircraft Purchase Agreement and Exhibit A thereto. Although I do not recall the historical details, I do know that the engine bearing MSN 20045 is not owned by ASI Wings, tIC and, does not relate to N162AE. Thus, an engine search is needed for MSN 20533TEC. I am advised by Darren Indyke of Freedom Air International, Inc. that your IR department is assisting Freedom Air in being licensed as a transacting user entity on the IR. If you can do so through your people, please let us know the status. We are advised that both parties to these transactions have forwarded the necessary closing documents and you should receive them tomorrow. As of late this morning, the closing of these two transactions is scheduled to commence on Monday, July n th at 10:00 am Oklahoma City time. Please let me know if the above should prompt any questions. Thank you for your cooperation and assistance. Best regards, Jap Jap W. Blankenship Fellers, Snider, Blankenship, Bailey & Tippens 100 N. Broadway, Suite 1700 Oklahoma City, OK 73102.8820 IRS Circular 230 Notice: My tax advice included in the text of this message, a in any attachment, li) is not Intended or written to to used. and cannot be used, by any taxpayer for the purpose of avoiding any tax penalties that may be imposed under the Internal Revenue Code and (ii) should not be used In promoting. marketing. or recommending to another party any transaction or matter addressed herein. This message is sent from a law firm and may contain inlormation that is pnvileged or confeler0al. If you received this transmission in error, please notify the sender by reply email and delete the message and any attachments. of 2 7/21/2011 1:17 Ptv CONFIDENTIAL Subject to Protective Order IATS - 000045 SDNY_GM_o2774150 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260790 EFTA01339418 RE: N722.IE and N167Ali From: Kim Thompson [mall Sent: Thursday, July 21, 201c1 11:25 AM To: Jap Blankenship Cc: Irena Damnianoska; Maraott, Coreen; Ted Osgood Subject: N722JE and N162AE Please find attached title search reports and IR searches for these aircraft. We have not received the engine searches for N162AE. I hope to have them later today. Please note there is an outstanding lien on the IR on Engine: Turbomeca Arriel 2S1, S/N 20045 (w/N162AE). Freedom Air International Inc. is not a registered member of the international registry. In order to register a contract of sale on the IR. Both buyer and seller must be registered members. We have not received any documents for these aircraft. When is this transaction closing? Kim Thompson Escrow Assistant for Joan F. Roberts - VP Insured Aircraft Title Service, Inc. 4848 S.W. 36th Street 179 kthommon(Mhisuredaircraft.com www.insuredaircraficom This message has been scanned for viruses and dangerous content by MailSeanner, and is believed to be clean. This message has been scanned for viruses and dangerous content by MailScanner, and is believed to be clean. 2 of 2 7/21(2011 1:17 Ply CONFIDENTIAL Subject to Protective Order IATS - 000046 SDNY_GM_02774151 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_0026079 I EFTA01339419 Re: N72211; and NI62AE Subject: Re: N722JE and N162AE From: Kim Thompson Date: Thu, 21 Jul 2011 16:20:02 -0500 To: Jap Blankenship CC: Irena Damnjanosk. "Marcroft, Coreen" e. •sgoo. Anthony Dennis Jap, We will order the title search report for the correct engine (w/N162AE). I spoke with Becki in our IR department. She is working on the IR registration for Freedom Air International, Inc. I will let you know when their IR registration has been completed. Kim Thompson Escrow Assistant for Joan F. Roberts - VP Insured Aircraft Title Service, Inc. 4848 S.W. 36th Street fiklahnrna City OK 71179 kthomnsonainsuredaircraft.com wanatinsuredaircraft.com On 7/21/2011 1:12 PM, Jap Blankenship wrote: Kim: Thank you for the title search reports and IR searches for the two above referenced aircraft and the related engines. There is one item which needs to be clarified at the outset. With respect to N162AE, the two Turbomeca Arriel 251 engines attached to the helicopter and being sold bear manufacturer's serial numbers 20040 and 20533TEC. In that regard, see the Aircraft Purchase Agreement and Exhibit A thereto. Although I do not recall the historical details, I do know that the engine bearing MSN 20045 is not owned by ASI Wings, LLC and, does not relate to N162AE. Thus, an engine search is needed for MSN 20533TEC. am advised by Darren Indyke of Freedom Air International, Inc. that your IR department is assisting Freedom Air in being licensed as a transacting user entity on the IR. If you can do so through your people, please let us know the status. We are advised that both parties to these transactions have forwarded the necessary closing documents and you should receive them tomorrow. As of late this morning, the closing of these two transactions is scheduled to commence on Monday, July 25th at 10:00 am Oklahoma City time. Please let me know if the above should prompt any questions. Thank you for your cooperation and assistance. I of 3 7/21t20 I 1 4:20 P\ CONFIDENTIAL Subject to Protective Order IATS - 000047 SDNY GM_02774152 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260792 EFTA01339420 Re: N722.11:: and N162AE Best regards, lap Jap W. Blankenship Fellers, Snider. Blankenship, Bailey .t Tippetts 100 N. Broadway. Suite 1700 Oklahoma Ci , OK 73102-8820 E-Mail: IRS ClICLII3( 230 Notice: Any tax adene Included in the text of this message. or in any altachmern, III is not intended or vainen to be used, and cannot be used, by any taxpayer for the purpose of avoiding any tax penalties that may be imposed under the Internal Revenue Code and lull should not be used in promoting, marketing, or mcommending to another party any transactor) or matter addressed herein. This message is sent horn a law firm and may contain Information that is privileged or confidential. If you received this transmissial in error, please notify the sender by reply email and delete the message and any attachments. From: Klm Thompson fmallto Sent: Thursday, July 21, 2011 11:25 AM To: Jap Blankenship Cc: Irena Damnjanoska; Marcroft, Coreen; Ted Osgood Subject N722JE and N162AE Please find attached title search reports and 112 searches for these aircraft. We have not received the engine searches for N162AE. I hope to have them later today. Please note there is an outstanding lien on the IR on Engine: Turbomeca Arriel 2S1, SIN 20045 (w/N162AE). Freedom Air International Inc. is not a registered member of the international registry. In order to register a contract of sale on the IR. Both buyer and seller must be registered members. We have not received any documents for these aircraft. When is this transaction closing? Kim Thompson Escrow Assistant for Joan F. Roberts - VP Insured Aircraft Title Service, Inc. 4848 S.W. 36th Street 79 ktboininni ure wcraft.com www.insuredaircraft.com 2 of CONFIDENTIAL 7/21/2011 4:20 PA* Subject to Protective Order IATS - 000048 SDNYGht_02774153 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260793 EFTA01339421 Re: N722.11:. and N162Ali ; This message has been scanned for viruses and dangerous content by MailScanner, and is believed to he clean. This message has been scanned for viruses and dangerous content by MailScanner, and is believed to be clean. 3 of 3 7/21/2011 4:20 PA CONFIDENTIAL Subject to Protective Order IATS - 000049 SDNY_GM_02774154 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260794 EFTA01339422 N722JE and V162AI; Subject: N722JE and p162AF From: Kim Thompson Date: Thu, 21 Jul 2011 11:25:15 -0500 To: Jap Blankenship CC: Irena Damnjanoska "Marcroft, Coreen" Ted Osgood Please find attached title search reports and IR searches for these aircraft. We have not received the engine searches for N162AE. I hope to have them later today. Please note there is an outstanding lien on the IR on Engine: Turbomeca Arriel 2S1, S/N 20045 (w/N162AE). Freedom Air International Inc. is not a registered member of the international registry. In order to register a contract of sale on the IR. Both buyer and seller must be registered members. We have not received any documents for these aircraft. When is this transaction closing? Kim Thompson Escrow Assistant for Joan F. Roberts - VP Insured Aircraft Title Service, Inc. 4848 S.W. 36th Street Oklahoma City, OK 73179 kthompsonemsuredaircratt.com www.insuredaircraft.com N722JE IR.pdf N722JE title search.pdf Content-Type: application/pdf Content-Encoding: base64 (N722JE IR.pdf Content-Type: application/pdf Content-Encoding: base64 N162AE title search.pdf - I N162AE title search.pdf Content-Type: application/pdf Content-Encoding: base64 1 oft 7/21/2011 11:25AM CONFIDENTIAL Subject to Protective Order IATS - 000050 SDNY GM_02774155 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260795 EFTA01339423 N7221E and N162Ali Niti2AE IR pat N162AE IR.pdf Content-Type: application/pdf Content-Encoding: base64 2 012 7/21/2011 11:25 CONFIDENTIAL Subject to Protective Order IATS - 000051 SDNY_GM_02774156 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260796 EFTA01339424 Re: N722JE and N 162Ali Subject: Re: N722JE and N162AE From: Kim Thompson I Date: Thu, 21 Jul 2011 10:07:15 -0500 To: Jap Blankenship CC: Irena Damnjanoska Jap, The funds need to be sent to our regular escrow account. Once they are received we will transfer them to the special account. Kim Thompson Escrow Assistant for Joan F. Roberts - VP Insured Aircraft Title Service, Inc. 4848 S.W. 36th Street Oklahoma City, OK 73179 www.insuredaircraft.com On 7/21/2011 10:03 AM, Jap Blankenship wrote: Kim: Could you please forward us two separate wire instructions of IATS, both of which would refer to the special escrow account number 1603473416. One of the instructions needs to reference N722JE, and the other one needs to reference N162AE. Thanks, lap Jap W. 131ankenship Fellers, Snider, Blankenship. Bailey & Tippens IOU N. Broadway, Suite 1700 Oklahoma City, OK 73102-8820 I of 2 Phone: Fax: E-Mail: IRS Circular 230 Notice: Any tax advice included in the text of this message, or in any attachment, li) Is not intended or written to be used, and cannot be used, by any taxpayer for the purpose of avoiding any tar penalties that may be imposed under the Internal Revenue Code and hi) should not to used in promoting, marbling, or recommending to another party any transaction or matter addressed herein. This message is sent from a law firm and may contain Information that is philleged ar confolemial. II you received this transmission in errs, please notify the sender by reply email and delete the message and any attachments. 7/21/2011 10:07 AM CONFIDENTIAL Subject to Protective Order IATS - 000052 SDNY_GM_02774157 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260797 EFTA01339425 Re: N722JE and 14162AI: From: Kim Thompson [Indult Sent: Wednesday, July 20, 2L Tr.is APT To: lap Blankenship; Irena Damnjanoska Subject: N722JE See attached executed acknowledgment per your request. The account reference number is 1603473416. Kim Thompson Escrow Assistant for Joan F. Roberts - VP Insured Aircraft Title Service, Inc. 4R48 S.W. 36th Street Oklahoma City, OK 73179 This message has been scanned for viruses and dangerous content by MailScanner, and is believed to be clean. This message has been scanned for viruses and dangerous content by MailScanner, and is believed to be clean. 2 of 2 7/21/2011 10:07 Ak CONFIDENTIAL Subject to Protective Order IATS - 000053 SDNY GM_02774158 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260798 EFTA01339426 N722JE and N162AE Subject: N722JE and N1 2AE From: Jap Blankenship Date: Thu, 21 Jul 2011 To: "'Kim Thompson"' "'Katie Miller"' Kim: Could you please forward us two separate wire instructions of IATS, both of which would refer to the special escrow account number 1603473416. One of the instructions needs to reference N722JE, and the other one needs to reference N162AE. Thanks, Jap Jap W. Blankenship Fellers. Snider, Blankenship, Bailey & Tippens 100 N. Broadway, Suite 1700 Oklahoma City OK 73101-8820 Phone: Fax: &Mail IRS Circular 230 Notice: My tax advice included in the text of this message, or In any attachment Ii) is not intended or 'Mitten to be used, and cannot be used, by any taxpayer for the pumase of avoiding any tax penalties that may be Imposed under the internal Revenue Code and f i) should not be used In prompting, rnaritetIng, or recommending to another party any transaction or matter addressed herein. 'This message is sent from a law firm and may contain information that is privileged or confidential. If you received this transnsission in error, please notify the sender by reply email and delete the message and any attachments. From: Kim Thompson [mailto Sent: Wednesday, July 20, 2011 11:13 AM To: Jap Blankenship; Irena DamnJanoska Subject: N722JE Jap• See attached executed acknowledgment per your request. The account reference number Kim Thompson Escrow Assistant for Joan E Roberts - VP Insured Aircraft Title Service, Inc. 4848 S.W. 36th Street I oft 7/21/2011 10:07 AN CONFIDENTIAL Subject to Protective Order 1ATS - 000054 SDNY_GM_02774159 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260799 EFTA01339427 N722JE and N162AF. Oklahoma City, OF( 73179 kthommon(iilimuredairtraft.com %runt .ins ureda ircniftcom this message has been scanned for viruses and dangerous content by MailScanner, and is believed to be clean. This message has been scanned for viruses and dangerous content by MailScanner, and is believed to be clean. 2 of 2 7r211201 1 10:07 AN CONFIDENTIAL Subject to Protective Order IATS - 000055 SDNY GM_02774160 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260800 EFTA01339428 RE: Transfer Subject: RE: Transfer From: "JOSLIN, JENCIE" Date: Wed, 20 Jul 2011 14:36:05 -0500 To: "'Chris F' el" Chris, "MATHEWS, DARRELL" "'Kim Thompson"' These transfers have been done. Thank you, Jencie Original Message From: Chris Fiegel (mailto Sent: Wednesday, July 20, 2011 1:48 PM To: MATHEWS, DARRELL Cc: JOSLIN, JENCIE; Amy Chabiel; Kim Thompson Subject: Transfer Darrell, Please transfer 100,000 from ....717 to 1603473416. Remember to take out the 1.00 that has been holding the account open. Thanks, Chris This message has been scanned for viruses and dangerous content by MailScanner, and is believed to be clean. This message has been scanned for viruses and dangerous content by MailScanner, and is believed to be clean. I of I 7/20/20I1 2:52 PA CONFIDENTIAL Subject to Protective Order ATS-000056 SDNY_GM_02774161 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260801 EFTA01339429 N71/Jr: Subject: N722JE From: Kim Thompson' Date: Wed, 20 Jul 2011 11:13:26 -0500 To: j Jap, See attached executed acknowledgment per your request. The account reference number is 1603473416. Kim Thompson Escrow Assistant for Joan F. Roberts - VP Insured Aircraft Title Service, Inc. 4848 S.W. 36th Street Oklahoma City, OK 73179 wviw.insuredaircraft.com ' Content-Type: application/pdf signature page.pdf Content-Encoding: base64 I of I 7/20/2011 11:11 AA CONFIDENTIAL Subject to Protective Order IATS - 000057 SDNY_GM_02774162 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260802 EFTA01339430 NI62AE Subject: N162AE From: Kim Thompson Date: Wed, 20 Jul 2011 11:06:55 -0500 To Jap, See attached executed acknowledgment per your request. The account reference number is Kim Thompson Escrow Assistant for Joan F. Roberts • VP Insured Aircraft Title Service, Inc. 4848 S.W. 36th Street Oklahoma City, OK 73179 www.InsuredaIrcraft.com signature page.pdf I of 1 d Content-Type: application/pdf Content-Encoding: base64 7/20/2011 11:07 AI CONFIDENTIAL Subject to Protective Order IATS - 000058 SDNY_GM_02774163 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA _00260803 EFTA01339431 .722M-1031 CO. Subject: Re: N722JE-1031 Co. From: Tobias Kleitman Date: We 20 Jul 2011 9:4 : - 500 T " Darren, If you would like to discuss a 1031. Exchange transaction, please let me know when you are available and a number where I can reach you. I'm traveling this morning, but this afternoon is open. Tobias From: Tonya Butler [mailti: Sent: Tuesday, July 19 2011 05:05 PM To: Darren Indyke ; Tobias Kleitman Subject: N7221E-1031 Co. Hello, Darren Time Value Property Exchange - Tobias Kleitman [email protected] Tonya Butler Escrow Assistant for Joan F. Roberts - VP Insured Aircraft Tide Service, Inc. 4848 S.W. 36th Street Oklahoma City. OK 73179 w nv.tnsurtgattcrtlLcum This message has been scanned for viruses and dangerous content by MailScanner, and is believed to be clean. This message has been scanned for viruses and dangerous content by MailScanner, and is believed to be clean. or e-mail: 7/20/2011 9:46 AM CONFIDENTIAL Subject to Protective Order IATS - 000059 SDNY_GM_02774164 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260804 EFTA01339432 Wiring Instnictions-N722JE and Ni62AE Subject: Wiring Instructions-N722JE and N162AE From: Tonya Butler Date: Tue, 19 Jul 2011 11:33:54 -0500 To: Jap Blankenship Please find attached bank wire transfer instructions per your request. Sincerely, Tonya Butler Escrow Assistant for Joan F. Roberts - VP Insured Aircraft Title Service, Inc. 4848 S.W. 36th Street Oklahoma City, OK 73179 wymr.Insuredalreraft.com Wiring Instructions.pdf a of I Content-Type: application/pdf Content-Encoding: base64 7/19/201ln:34 AM CONFIDENTIAL Subject to Protective Order IATS - 000060 SDNY_GM_02774165 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260805 EFTA01339433 Purchase Agreements (Executed) — N722JE and N... Subject: Re: Aircraft Purchase Agreements (Executed) -- N722JE and N162AE From: Tonya Butler • Date: Tue, 19 Jul 2011 11:20:23 -0500 To: Jap Blankenship CC: Irena Damnjanoska Anthon Dennis "Marcroft, Coree "Darren Indyke Osgood (t Please see attached. Thank you, Tonya Butler Escrow Assistant for Joan F. Roberts - VP Insured Aircraft Title Service, Inc. 4848 S.W. 36th Street Oklahoma City, OK 73179 WWW.i nsur a c ra t.com On 7/18/2011 6:09 PM, Jap Blankenship wrote: Tanya: , "Ted Attached please find my two separate letters to you covering N722JE and N162AE. Also attached are copies of the two agreements as executed by the Seller and Purchaser under each agreement. If you should have any questions with respect to my requests set forth in the attached letters, please let me know. Best, lap Jap W. Blankenship Fellers, Snider, Blankenship, Bailey & Tippens 100 N. Broadway, Suite 1700 Oklahoma City, OK 73102-8820 E-Mail: [email protected] WS Circular DO Notice: Any tax advice Included in the text of this message. or in any attachment, (II is not Intended or written to be used, and cannot be used, by any taxpayer for the purpose of avoiding any tax penalties that may be Imposed under the internal Revenue Code and (II) should not be used in promoting, marletirg, or recce:wen:5m to another party any transaction or matter addressed herein. This message is sent from a law firm and may contain information that is privileged or conbiendal. If you received this transmission in error, please notify the sender by reply email and delete the message and arty attachments. 1 Of 2 7/19/2011 11:20 AM CONFIDENTIAL Subject to Protective Order IATS - 000061 SDNY_GM_02774166 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 011260806 EFTA01339434 •ft Purchase Agreements (Executed) -- N72241E:and N... This message has been scanned for viruses and dangerous content by MailScanner, and is believed to be clean. N722JE-AC Purchase.pdf N162AE-AC PA.pdf N162AE-AC PA.pdf Content-Type: application/pdf Content-Encoding: base64 Content-Type: application/pdf Content-Encoding: base64 2 of 2 7/19/2011 11:20 AM CONFIDENTIAL Subject to Protective Order IATS - 000062 SONYGrd_o2774167 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260807 EFTA01339435 Aircr 11 Chase Agreements (Executed) -- N722JE and N162AE Subject: Aircraft Purchase Agreements (Executed) -- N722JE and N162AE From: Jap Blankenship <I Date: Mon, 18 Jul 2011 23:09:11 +0000 To: CC: Irena Damn'anoska Anthony Dennis "Marcroft, Coreen "Darren Ind ke , "Ted Osgood ( Tanya: Attached please find my two separate letters to you covering N7221E and N162AE. Also attached are copies of the two agreements as executed by the Seller and Purchaser under each agreement. If you should have any questions with respect to my requests set forth in the attached letters, please let me know. Best, lap Jap W. Blankenship Fellers, Snider, Blankenship, Bailey & Tippens 100 N. Broadway, Suite 1700 Oklahoma City, OK 73102-8820 IRS Circular 230 Notice: My tax advice included in the ten of this message, or In any attachment. 01 Is not intended or written to be used, and cannot be used, by any taxpayer for the purpose of evoking any tax penalties that may be Imposed undo' the Internal Revenue Code and (II) should not be used in prornodng, mettle& or recormending to another parry any transaction or matter addressed herein. This message is sent from a law firm and may contain Information that Is privileged a confidential. If you received thls transmission in error, please notify the sender by reply e-mail and delete the message and any attachments. This message has been scanned for viruses and dangerous content by MailScanner, and is believed to be clean. Content-Description: Letter N722JE.pdf etter N722JE.pdf Content-Type: application/pdf Content-Encoding: base64 t of 2 7/19/2011 11:O2 AM CONFIDENTIAL Subject to Protective Order iATS - 000063 SDNY_GM_02774168 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260808 EFTA01339436 Aircr. 1 P .:hase Agreements (Executed) -- N722JE and N162AE Letter N162AE.pdf Content-Description: Letter N162AE.pdf Letter N162AE.pdf Content-Type: application/pdf Content-Encoding: base64 Aircraft Purchase Agreement N722JE — Executed.pdf r Aircraft Purchase Agreement N722JE Executed.pdf Aircraft Purchase Agreement N162AE — Executed.pdf Aircraft Purchase Agreement N162AE Executed.pdf Aircraft Purchase Content-Description: Agreement N722JE -- Executed.pdf Content-Type: application/poi Content-Encoding: base64 Aircraft Purchase Content-Description: Agreement N162AE -- Executed.pdf Content-Type: application/pd Content-Encoding: base64 2 of 2 7/19/2011 11:02 AM CONFIDENTIAL Subject to Protective Order IATS - 000064 SDNY_GM_02774169 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260809 EFTA01339437 Vwd: PIV. registered on the international registry Subject: Fwd: FW: registered on the international registry From: Kim Thompson <[email protected]> Date: Mon, 18 Jul 2011 08:13:46 -0500 To: Tonya Butler <[email protected]> Will you see if Joan did this Friday before she left. Original Message Subject: FW: registered on the international registry Date: Fri, 15 Jul 2011 17:44:53 -0400 From: George Reenstra To: Joan Roberts Darren Indyke Joan could you please send Darren bill of sale and Registration forms so he can complete and return to you to hold in escrow. He is the seller or 760750 and buyer of 760472 both Sikorsky s-76 thanks George Reenstra Aircraft Services Group Inc 212 Route 94, Ste 2E From: Darren Indyk Sent: Friday, July 15, To: George Reenstra Subject: Re: registered on the International registry Already ordered Freedom Air's Certificate of good standing which I won't get until monday. So I will send everything in on Monday. Ok? Darren K. Indyke Darren K. Indyke, PLLC 301 East 66th Street, 10B New York, New York 10065 101 4 7/18/2011 2:21 I'M CONFIDENTIAL Subject to Protective Order IATS - 000065 SDNY_GM_02774170 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260810 EFTA01339438 Fwd: FW: registered on the international registry **. The information contained in this communication is confidential, may be attorney- client privileged, and is intended only for the use of the addressee. It is the property of Darren K. Indyke, PLLC. Unauthorized use, disclosure or copying of this communication or any part thereof is strictly prohibited and may be unlawful. If you have received this communication in error, please notify us immediately by return e-mail, and destroy this communication and all copies thereof, including all attachments. Copyright of Darren K. Indyke, PLLC - 2011 Darren K. Indyke, PLLC — All rights reserved. On Jul 15, 2011, at 4:46 PM, George Recnstra wrote: In anticipation maybe we should move forward on this now...your call George Reenstra Aircraft Services Group Inc 212 Route 94, Ste 2E Vernon, NJ 07462 From: Becki Wichert Sent: Friday, July 15, 2011 4:37 PM To: George Reenstra; Darren Indyke; Cc: Joan Roberts Subject: Re: registered on the international registry Good afternoon all, I've attached the required forms along with instructions, allowing Insured Aircraft Title Service, Inc., to act as your administrator at the International Registry. If the entity you are applying for isn't a Limited Liability Company, please disregard the LLC Statement In Support form. After you review the attachments, if you have any questions do not hesitate to contact me at Upon completion, you may either email or fa the documents to my attention. It is currently averaging 2 to 3 business days for the InternationaRegistry to approve the membership application, once I've received and submitted the information. Have a good weekend! Becki Wickert 20f4 7/18/2011 2:21 PM CONFIDENTIAL Subject to Protective Order IATS - 000066 SDNY_GM_02774171 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002608I I EFTA01339439 Fwd: FW: registered on the international registry On 7/15/2011 3:13 PM, Joan Roberts wrote: I see that Freedom Air International Inc. is not a registered "FUE at the IR, so l am thinking maybe you are wanting us to sign Freedom Air up with the IR. I3ecki Wichert in our IR department will be sending all of you an email with the forms necessary to hire IATS to be the administrator for Freedom Air at the IR. Joan Roberts Vice President Insured Aircraft Title Service, Inc. 4848 S.W. 36th Street On 7/15/2011 12:09 PM, George Reenstra wrote: Joan, I am not in the ()Office but o am sure you a re familiar with the closing between Freedom Air sikorsky 760750 and Aetna ( or their Ile) for Sikorsky 760472. I know both have deposits I escrow. A condition of closing is 750 needs to be on the international register, I am fine with you acting on Freedom Air's behalf and getting it done. I have included the email address of their attorney. Would you please contact him ASAP since we may have time closing issues. Naturally Darren feel free to contact Joan she will solve this issue. Thank you both George Reenstra Aircraft Services Group Inc 212 Route 94, Ste 2E Vernon. NJ 07462 This message has been scanned for viruses and dangerous content by MailScanner, and is believed to be clean. "Ibis message has been scanned for viruses and dangerous content by MailScanner, and is believed to be clean. 3014 7/18/2011 2:21 PM CONFIDENTIAL Subject to Protective Order IATS - 000067 SDNY_GM_02774172 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260812 EFTA01339440 Fwd: I•Wk registered on the international registry Becki Wichert International Registry Specialist insured Aircraft Title Service, Inc. 4848 S.W. 36th Street Oklahoma City, OK 73179 This message has been scanned for viruses and dangerous content by MailScanncr, and is believed to be clean. This message has been scanned for viruses and dangerous content by MailScanner, and is believed to be clean. This message has been scanned for viruses and dangerous content by MailScanner, and is believed to be clean. 4 of 4 7/i8/2011 2:2! PM CONFIDENTIAL Subject to Protective Order IATS - 000068 SDNY_GM_02774173 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260813 EFTA01339441 •egistered on the international registry Subject: registered on the international registry From: "George Reenstra" Date: Fri, 15 Jul 2011 13:09:34 -0400 To: "Darren Ind ke" CC "Joan Roberts" Joan, I am not in the oOffice but o am sure you a re familiar with the closing between Freedom Air sikorsky 760750 and Aetna ( or their Ilc) for Sikorsky 760472. I know both have deposits I escrow. A condition of closing is 750 needs to be on the international register, I am fine with you acting on Freedom Air's behalf and getting it done. I have included the email address of their attorney. Would you please contact him ASAP since we may have time closing issues. Naturally Darren feel free to contact Joan she will solve this issue. Thank you both George Reenstra Aircraft Services Group Inc 212 Route 94, Ste 2E Vernon, NJ 07462 This message has been scanned for viruses and dangerous content by MailScanner, and is believed to be clean. I of I 7/15/2011 3:07 PM CONFIDENTIAL Subject to Protective Order IATS - 000069 SDNY_GM_02774174 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260x14 EFTA01339442 FM title search-N722JE N162AE Subject FAA title search-N722JE N162AE From: Katie Miller Date: Wed, 29 Jun 2011 16:45:09 -0500 To: Ted Osgood Hello, Please find attached the FAA title searches on the above referenced aircraft. If you have any questions please feel free to contact our office. Katie Miller for Joan F. Roberts, Vice President Insured Aircraft Title Service 4848 SW 36 Oklahoma City, OK 73179 Joan's email: N722JE-FAA title search.pdf Content-Type: application/pdf Content-Encoding: base64 N162AE-FAA title search.pdf N 1 62AE-FAA title search.pdf Content-Type: application/pdf Content-Encoding: base64 1 of 1 6/29/2011 4:45 Ply CONFIDENTIAL Subject to Protective Order IATS - 000070 SDNY_GM_02774175 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0026081 5 EFTA01339443 Fwd: I 62AE and 722JE From: Joan Roberts' Sent: Tuesday, June 28, 2011 3:03 PM To: Ted Osgood Subject: Re: 102KP don't have all of the money yet, but I believe we have everything else. We just received partial funds - have a total of $1,584,910.54 at this point. Joan Roberts Vice President Insured Aircraft Title Service, Inc. 4848 S.W. 36th Street Oklahoma City, OK 731 79 On 6/28/2011 1:29 PM, Ted Osgood wrote: Hi Joan We are tentatively planning the closing for this plane tomorrow at 3:00 eastern. Do you have everything you need? Ted Osgood Aircraft Sales Director Guardian Jet, LLC 1445 Boston Post Road Guilford, CT 06437 This message has been scanned for viruses and dangerous content by MailScanner, and is believed to be clean. This message has been scanned for viruses and dangerous content by M_ailScantw, and is believed to be clean. This message has been scanned for viruses and dangerous content by MailScanner, and is believed to be clean. 2 of 3 6/28/201 1 3:26 PM CONFIDENTIAL Subject to Protective Order IATS 000071 SDNY GM_02774176 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA _00260816 EFTA01339444 Fwd: 162AE and 72 2JE This message has been scanned for viruses and dangerous content by MailScanner, and is believed to be clean. r Sikorsky S-76C+ sn760472 1997 Spec.pdf Content-Type: application/pdf Content-Encoding: base64 SKMBT_C25311062814220.pdf SKMBT_C25311062814220.pdfContent-Type: application/pdf Content-Encoding: base64 3 of 3 6/28/2011 3:26 PM CONFIDENTIAL Subject to Protective Order IATS - 000072 SDNY GM_02774177 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260817 EFTA01339445 Fwd: 722JE Specs Subject: Fwd: 722JE Specs From: Joan Roberts Date: Tue, 28 Jun 2011 14:28:59 -0500 To: Katie Miller Joan Roberts Vice President Insured Aircraft Title Service, Inc. 4848 S.W. 36th Street Oklahoma City, OK 731 79 Original Message Subject: 722JE Specs Date: Tue, 28 Jun 2011 15:15:51 -0400 From: Ted Osgood To: Joan Roberts Not specs exactly but should have all the information you need. Ted Osgood Aircraft Sales Director Guardian Jet, LLC 1445 Boston Post Road Guilford, CT 06437 This message has been scanned for viruses and dangerous content by MailScanner, and is believed to be clean. This message has been scanned for viruses and dangerous content by MailScanner, and is believed to be clean. 760750 Acceptance Reportpdf Content-Type: application/pdf I Content-Encoding: base64 1 of 2 6/28/2011 3:28 Plo CONFIDENTIAL Subject to Protective Order lATS - 000073 SDNY_GM_02774178 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260818 EFTA01339446 Fwd 722JE Specs 2 of 2 6/28/2011 3:28 PM CONFIDENTIAL Subject to Protective Order IATS - 000074 SDNY_GM_02774179 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260819 EFTA01339447 1997 Sikorsky S76C+ N162AE, SIN 760472 Specifications and Summary Guardian Jet, LLC 1445 Boston post Road r_, afred rnnnoNr.,l of CONFIDENTIAL Subject to Protective Order uardian Jet IATS - 000075 SDNY_GM_02774180 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260820 EFTA01339448 Guardian Jet, LLC Tele: 203-453-0800 Fax: 203-453-4527 salestaquardianiet.com www auardianiet.com 1997 Sikorsky S76C+ N162AE- S/N 760472 TOTAL TIME: (Tines as of 092312010) TTAF: 6806.9 his MAIN GEARBOX: 2993.9 hrs TSO LANDINGS: 14751 ENGINES: (2) Turbomeca Arriel 2S1 Engines. 01 #2 Serial Number 20040 20533TEC NEW: 5595.8 2268.4 Module 1 Next Due 6290 Eng. HIS. 3500 Eng. Firs. Module 2 Next Due 8073 Eng. Hrs. 3367 Eng. Hrs. 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: N1: 7133 N1: 8374 N2: 5687 N2: 8081 HMO 6220 Eng. Hrs. 2308 Eng. Hrs. NOTE: Power Train is covered by: PAP AVIONICS: Honeywell Primus II (package) EFIS: Honeywell EDZ 756 COMMUNICATIONS: (2) RCZ 850 NAVIGATION: (2) RNZ 850 FUGHT CONTROL SYSTEM / AUTOPILOT: (2) Honeywel SPZ 7600 RADAR: Honeywell PRIMUS 700 TRANSPONDER: (2) RCZ 850 AUTOMATIC DIRECTION FINDER: RNZ 850 DISTANCE MEASURING EQUIPMENT: RNZ 850 RADAR ALTIMETER. Honeywell AA-300 GLOBAL POSITIONING SYSTEM: UNS 1D FUGHT MANAGEMENT SYSTEM: UNS 1D TRAFFIC COLLISION AVOIDANCE SYSTEM: Benda 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 static inverters Passenger Briefer HUCAB-2 ICG ICS 100 Right Phone with passenger handsel and dialer and pilots PTA-12 dialer BF Goodrich ADI 335D Standby ADI Dual Digital Clocks: Davtron 877 Keith 21.000 BTU NC System C4 Standby Altimeter/Airspeed Indicator CONFIDENTIAL Subject to Protective Order IATS - 000076 SDNY_GM_02774181 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260821 EFTA01339449 1997 Sikorsky S76C+ Specifications (Cont'd) OTHER ITEMS: Floats Cocoon Noise Reduction Upper aid Lower Anti-collision Light System Forward Facing Recognition Light System Pulse Light System Pilot Controlled Search Light Two Door Speakers Left and Right Cabin Boarding Steps Tail Rotor Pedal Lubrication Kit Engine and Gearbox Fuzz Burner Kit WEIGHTS: MAX TAKEOFF WEIGHT: 11,700 Lbs. EMPTY WEIGHT: 8.257 Lbs. MAINTENANCE & INSPECTIONS: LAST MAJOR INSPECTION LAST COMPLETED NEXT DUF 3 Year Rotor Inspection 6671 6/01/2009 6/01/2012 1500 Hour Inspection 5590 1229/2006 7090 WIN GEARBOX AND ROTOR COMPONENT NEXT DUE* Main Gearbox 7063 MR Hub 18000 MR Blades 11750 Swashplate Assembly 19200 MR Hans 21700 MGB Upper Housing 11629 Spindle/Cuff Assembly 9802 Bearing Outer Race 7293 ELsstomeric Bearings 19600 MGB Quill Shaft 12813 MR Shaft 8713 Swashptate Guide 21229 (Wore: Next Doe times based on Total Aiharro Time except Engine Overhauls and HMUs which am based on Engine Times) TAIL GEARBOX AND ROTOR INTERMAEDIATE GEARBOX AND OTHER COMPONENT NEXT DUE COMPONENT NEXT DUE' Tail Gearbox 7294 Intermediate Gearbox 8959 TR Blades 20,000 Pitch AFCS Actuator 8063/7556 TR Horns 12,000 Roll AFCS Actuator 6848/7858 Tail GB Output Shaft 7848 Yaw AFCS Actuator 7921/9362 Outboard Retaining Plate 9,380 StsdedGenerator 7453/7556 CONFIDENTIAL Subject to Protective Order lATS - 000077 SDNY_GM_02774182 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260822 EFTA01339450 INTERIOR DESCRIPTION: (Original Interior completed at Sikorsky. West Palm Beach, FL) This aircraft features the Cocoon Kit Noise Reduction Interior. The passenger compartment is configured for 6 passengers with a 3 place forward facing divan and 3 place aft facing divan. The passenger cabin features two credenzas, one forward and one aft. The passenger seats are medium blue leather and the woodwork is light oak veneer. The side walls are ivory oolor ultra-suede and the carpet is dark blue. EXTERIOR DESCRIPTION: (Painted at Keystone Helicopter in June 2004) The paint is Jet-Glo Overall White (#570-535) with Blue (#00412) and Yellow (#00160) accent stripes. HISTORY: ► One Fortune 100 owner since new NOTES: ► Aircraft was completed December 12, 1997 ► Power Train covered by Sikorsky PAP ► Equipped with Emergency Floatation System ► Maintenance Tracking by HeloTrac. AVAILABLE: Immediately ASKING PRICE: 52,900,000 (USD) litts aircraft is being arCkered by Gunmen Jet U_C Prospective purchasers an, ancowaged to conduct Mak own indeperdea PrePurthase insPOOtaan as Guardian Jet LLC makes no represadations as fo the ainsorfhiness of Me Strati or the acttuacy aline above edam:ton Sperlicaftis sutasct to venfication upon 'aspectOn. Aircraft subject to pnor sao a osavai0 SS CONFIDENTIAL Subject to Protective Order IATS - 000078 SDNY_GM_02774183 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_00260823 EFTA01339451 1997 Sikorsky S76C+ Photos CONFIDENTIAL Subject to Protective Order IATS - 000079 SDNY_GM_02774184 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260524 EFTA01339452 CONFIDENTIAL Subject to Protective Order IATS - 000080 SDNY_GM_02774185 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260825 EFTA01339453 CONFIDENTIAL Subject to Protective Order IATS - 000081 SDNY_GM_02774186 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260826 EFTA01339454 CONFIDENTIAL Subject to Protective Order IATS - 000082 SDNY_GM_02774187 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260827 EFTA01339455 FAA Registry - Aircraft - N-Number Results Page 1 of I Aircraft Inquiries N-Number Serial Number Name Make / Model Engine Reference Dealer Document Index State and County Territory and Country Pending / Expired / Canceled Registration Reports N-number Availability Request a Reserved N- Number: - Online - In Writing Reserved N-Number Renewal - Online Request for Aircraft Records - Online Help Main Menu Aircraft Registration Aircraft Downloadable Database Definitions N-Number Format Registrations at Risk Contact Aircraft Registration FAA REGISTRY N-Number Inquiry Results N722JE is Assigned Data Updated each Federal Working Day at Midnight Serial Number Manufacturer Name Model Type Aircraft Pending Number Change Date Change Authorized MFR Year Aircraft Description 760750 KEYSTONE HELICOPTER S-76C Rotorcraft None None 2008 Type Registration Certificate Issue Date Expiration Date Status Corporation 02/27/2009 12/31/2013 Valid Type Engine Turbo-shaft Dealer No 52325707 NO Mode S Code Fractional Owner Name Street City County Country Registered Owner FREEDOM AIR INTERNATIONAL INC 103 FOULK RD STE 202 WILMINGTON State DELAWARE NEW CASTLE Zip Code 19803-3742 UNITED STATES Airworthiness http://registry.faa.gov/aireraftinquiry/NNum_Results.aspx?NNumbettxt=722JE CONFIDENTIAL 6/28/2011 Subject to Protective Order IATS - 000083 SDNY_GM_02774188 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_00260828 EFTA01339456 FAA Registry - Aircraft - N-Number Results Page I of 1 Aircraft Inquiries N-Number Serial Number Name Make / Model Engine Reference Dealer Document Index State and County Territory and Country Pending / Expired / Canceled Registration Rgports N-number Availability Request a Reserved N-Number: - Online - In Writing Reserved N-Number Renewal - chills Request for Aircraft Records - Online Help Name Main Menu Street Aircraft Registration Aire City Downloadable County Database Country Definitions N-Number Format Registrations at Risk FAA REGISTRY N-Number Inquiry Results N162AE is Assigned Data Updated each Federal Working Day at Midnight Aircraft Description Serial Number 760472 Manufacturer Name SIKORSKY Model S-76C Type Aircraft Pending Number Change Date Change Authorized MFR Year Rotorcraft None None 1997 Type Registration Certificate Issue Date Expiration Date Status Valid Type Engine Turbo-shaft No 50174441 Dealer Mode S Code Fractional Owner Corporation 12/22/2009 06/30/2013 NO Registered Owner ASI WINGS LLC CP: 151 FARMINGTON AVE HARTFORD State CONNECTICUT HARTFORD Zip Code 06156-0001 UNITED STATES Airworthiness http://registry.faa.gov/aircraftinquiry/NNum_Results.aspx7NNumbertxt=162AE CONFIDENTIAL 6/28/2011 Subject to Protective Order IATS - 000084 SDNY_GM_02774189 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260829 EFTA01339457 Wires In/Out CONFIDENTIAL Subject to Protective Order IATS - 000085 SDNY_GM_02774190 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260830 EFTA01339458 lal.ovetl Sr )UEF4 v, amut.. LoLal CONFIDENTIAL CREDIT 8, 'ANc , I l i .J! 1424.6tAel_ i i ! I I ,T1 - - ---1--L!!!-Ii ,'II 117-1---7. ------ ! r. ! ! ; i : ! ! I : . fl_ i i , : ! .. i i L i ; ---r.. ,.. !--- Subject to Protective Order IATS - 000086 SDNY GM 02774.1 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260831 EFTA01339459 TEMPLATE ' NO. 6,- (1:0° I CONTROL • (FOR NINE DEPT USE 0MM ®IBC get bacImam! Cor of racc AUTHORIZATION TO TRANSFER DOMESTIC WIRE (WITHIN Revned MAR 20ro FUNDS FORM THE US) IBC CUSTOMER (ORIGINATOR) INFORMATION DATE 8-5-11 I IBC BRANCH I ITTEN AMOUNT Teen ty-Eiet. Thousad and no/100 Dollars MOUNT r $25,000.00 FEE DEBIT ACCOUNT NUMBER OR CHECK # ORIGINATOR NAME INSURED AIRCRAFT TITLE SERVICE, INC. ORIGINATOR ADDRESS 4848 SW 36TH STREET CITY/STATE/ZIP OKLAHOMA CITY. OK 73179 TEL. NO BENEFICIARY (RECEIVER) BANK INFORMATION RECEIVER BANK Bank of America ABA/ROUTING ti BRANCH CITY & STATE BENEFICIARY INFORMATION BENEFICIARY Aetna Inc. Operating BENEFICIARY ACCOUNT NUMBER BENEFICIARY ADDRESS CITY STATE ZIP CODE COUNTRY FURTHER CREDIT BENEFICIARY FURTHER CREDIT BNF ACCOUNT St FURTHER CREDIT BNF ADDRESS CITY 'STATE I ZIP CODE 'COUNTRY I OBI REFERENCE (OMER BETIEnCYRY Ira N162AE sin 760472 NOTIFY *almoner is now ponhomk SO inf mope/ Wally Open TM snob 'wrierMe %sew arms, "%maw sv alwaaalloc.0.00.• paMMYYI. •• We MI ce ••• •00A•0 00*•••••••• , •••••••••• 003 Is Papa rMr the d east 11.4•011•Pps0 Ilempenatatetpa d taimeerson an . 1 ors, wpawi lentoullS4Iss enrol isaIS a* ow Is aeon WM Celealins OUR Pawn lona 03•1M1 Ile "sal Is gni Se liallakinIllielleiliM OM Wel. etarail sainf • Oink l• WWI letrepreit CUSTOMER SIGNATURE PREPARED BY (PLEASE PRINT) "--- Judy me ,.. rts EXTENSION L./ / • CURRENT VERIFIED SIGNATURE CARD napellesbas, Meth copy of DMus Warts otPastpon BALANCE CURRENT AVAILABLE OFFICER SIGNATURF, MUST.BE FOLLOWEI/FORNON-ESTABLISHED NOTES CUSTOMERS .,OALL BACK PROCEDURES.‘ CUSTOMER WHO CALLED. ICALL BACK NUMBER: (WHO RECEIVED CALL: ICALL BACK BY: ITIME RECEIVED CALL: TIME OF CALL BACK: CONFIDENTIAL Subject to Protective Order IATS - 000087 SDNY_GM_02774192 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0026O832 EFTA01339460 TEMPLATE NO. ®IBC e - III45 ill loicruoial Dark of Worm CONTROL I (FOR VIM DEPT USE COM AUTHORIZATION TO TRANSFER FUNDS DOMESTIC WIRE (WITHIN THE us) Rewsec I MAR 10t I FORM IBC CUSTOMER (ORIGINATOR) INFORMATION DATE 7126/2011 IIBC BRANCH WRITTEN AMOUNT One Million Three Hundred Seve Three Thousand Nine Hand ed Fifty-Seven and 60/100 Dollars AMOUNT $1,373,957.50 FEE DEBIT ACCOUNT NUMBER OR CHECK X ORIGINATOR NAME INSURED AIRCRAFT TITLE SERVICE, INC. ORIGINATOR ADDRESS 4848 SW 36TH STREET CITY/STATE/ZIP OKLAHOMA CITY, OK 73179 TEL. NO BENEFICIARY (RECEIVER) BANK INFORMATION RECEIVER BANK ABA ROUTING U BRANCH CITY 8 STATE BENEFICIARY INFORMATION BENEFICIARY Aetna Inc. Operating BENEFICIARY ACCOUNT NUMBER 'BENEFICIARY ADDRESS "CITY I STATE P CODE 'COUNTRY i FURTHER CREDIT BENEFICIARY FURTHER CREDIT BNF ACCOUNT X I FURTHER CREDIT BNF ADDRESS ICITY STATE I I (ZIP PI COUNTRY I FE CROEDE B RENCE(oricsseirr ItTIFFOI N162AE, s/n 760472 NOTIFY II Main MOM NM OS bir lab En le iii• 'a ...libmitsaf se eiwrial• rdetthpoi lova gel an mono .J__ earmeslies.winntailivoriitasee. an NA Of Iler *OA CA,. • 1•40.014111101.410 SOWN WibIll Mika Snip Iv brood ISSN'S. to Ow* TM t, Ma lintlintenanaS argat406-Mriat Milano mom snags. snivel case Oreci mad al __..d sciremelipenstA of a OW 'Medea an man a Ile WO is hansitonwl as bower Ike flaidica sUs aligod Invi ISMS • 1.014Icepromed essicbse mown War% Want • shsct CUSTOMER SIGNATURE (---_ ( >7 ) .--- PREPARED BY (PLEASE PRINT) I. :y i I Intern 1 Z .SCV—PrROJerr—c — EXTENSION 7--- alligailic. VERIFIED SIGNATURE CARD vsooscava stribritrooy of Odvats Llemas of AWN. ,: CURRENT BALANCE CURRENT AVAILABLE OFFICER SIGNATURE NOTES CALL BACK PROCEDURES - MUST BE FOLLOWED FOR NON-ESTABUSHED CUSTOMERS CUSTOMER WHO CALLED: I CALL BACK NUMBER: WHO RECEIVED CALL: CALL BACK BY: TIME RECEIVED CALL: TIME OF CALL BACK: CONFIDENTIAL Subject to Protective Order IATS - 000088 SDNY_GM_02774193 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260833 EFTA01339461 [ ense0 MAR 2011 ATE ®IBC Intmutioul Raiz of Cent:Inv TEMPLATE NO. - 9: I 0 CONTROL if (FOR WRE DEPT USE OKYi AUTHORIZATION TO TRANSFER FUNDS FORM DOMESTIC WIRE (WITHIN THE US) IBC CUSTOMER (ORIGINATOR) INFORMATION 17/26/2011 IBC BRANCH 'MITTEN AMOUNT One Hundred Thousand and no/100 Dollars MOUNT ($100,000.00 FEE EBIT ACCOUNT NUMBER OR CHECK N 'ORIGINATOR NAME INSURED AIRCRAFT TITLE SERVICE, INC. ORIGINATOR ADDRESS 4848 SW 36TH STREET 'OKLAHOMA CITY. OK 73179 ITY/STATE/ZIP EL. NO BENEFICIARY (RECEIVER) BANK INFORMATION RECEIVER BANK ABA/ROUTING 'BRANDI 'Fairfield NJ CITY & STATE BENEFICIARY INFORMATION BENEFICIARY Fox Rothschild LLP - Attorney Trust Account 'BENEFICIARY ACCOUNT NUMBER BENEFICIARYADDRESS ITY STATE IP CODE COUNTRY URTHER CREDIT BENEFICIARY ircraft Services Group Inc. 017651/Loan Restructuring 00008 FURTHER CREDIT BNF ACCOUNT N FURTHER CREDIT BNF ADDRESS "CITY ZIP CODE (Valle national Bank 'STATE COUNTRY OBI REFERENCE (OTHER OrNEFCNRYR101 N722JE NOTIFY modal., of Lew rya/lit et rnF Hybl ken by o)nx•vt /4. Mt itall fp to NUt Fon' namp wet *toter to • nip iiiieartope 0421•14 nisitirsixtv.te pen 0 et, w.f.. bones ei myled Minsvitil t•fr /1•01. w.) lartw mina • •• Nit...envy...40 I *WO Di try bb or ,...t9bnern thzr ant area *Mast* 71......W.noti wryofeafanIpt Nagle* Caty & ea. WHIMNI:Ionian& •• <micros' o? Ma Ina hIner “eryi• TI. menenz. cool Ina Ile Wynn berg, CUSTOMER SIGNATURE PREPARED BY (PLEASE PRINT) EXTENSION VERIFIED SIGNATURE CARD Jul Hunt man Joan F. Roberts 110A0frablo. alladl copy Or/ &Nen ISW130 a Passport CURRENT BALANCE CURRENT AVAILABLE OFFICER SIGNATURE NOTES CALL BACK PROCEDURES - MUST BE FOLLOWED FOR NON-ESTABLISHED CUSTOMERS CUSTOMER WHO CALLED: CALL BACK NUMBER. WHO RECEIVED CALL: 'TIME RECEIVED CALL: TIME OF CALL BACK: CALL BACK BY: CONFIDENTIAL Subject to Protective Order IATS - 000089 SDNY_GM_02774194 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260834 EFTA01339462 TEMPLATE NO. ®'BC 13- 1 1 131 Ininumal Itzni of etymem CORTROL a {FOR WIRE DEPT LEE WILY) AUTHORIZATION TO TRANSFER FUNDS DOMESTIC WIRE (WITHIN THE US) *cc IMAR 2011 FORM IBC CUSTOMER (ORIGINATOR INFORMATION DATE 7/26/2011 IBC BRANCH WRITTEN AMOUNT Eleven Million E ht Hundred Thousand and no/100 Dollars AMOUNT $11,800,0060 FEE DEBIT ACCOUNT NUMBER OR CHECK ORIGINATOR NAME INSURED AIRCRAFT TITLE SERVICE. INC. ORIGINATOR ADDRESS 4848 SW 36TH STREET CITY/STATE/ZIP OK 73179 TEL. NO BENEFICIARY (RECEIVER) BANK INFORMATION RECEIVER BANK IJP Mo an Chase ABA/ROUTING# BRANCH CITY 8 STATE BENEFICIARY INFORMATION BENEFICIARY Freedom Air International. Inc 'BENEFICIARY ACCOUNT NUMBER BENEFICIARY ADDRESS CITY STATE ZIP CODE COUNTRY Panama FURTHER CREDIT BENEFICIARY IFURTHER CREDIT BNF ACCOUNT # 'FURTHER CREDIT BNF ADDRESS ICITY 'STATE I I 12; CODE ICOUNTRY I BI REFERENCE (OTHER BENEFiCIARY Iwo) N722JE, 760750 NOTIFY u:want. dohs Fairer I. wanking:, tab. lams tut tn• Atte WI, WWII' mien ass hornet, WY.,, b rib...I at maitre, Pe WO. r Two ennantelows St seta.ffiK••••••tothw. loa“•••••••th• P.4 d•M MOOT yet . nit" ."."'" "..... , t11"...* ad .0.0 I lbw. wed 01 to eat Ile takiiim. belt" SMSSIIII FOCS•I • °MON' InIngeolstattell.. Oa I rump IV P *towbar el /I won unithwi ',nor... zoom te*Wed *WO int.. Meet CUSTOMER SIGNATURE PREPARED BY (PLEASE PRINT) Judy Hun eman Joan F. Roberta EXTENSION VERIFIED SIGNATURE CARD \ fe *POW. and , coPY 0 Wears Cain of Pavia( CURRENT BALANCE CURRENT AVAILABLE OFFICER SIGNATURE NOTES CALL BACK PROCEDURES - MUST BE FOLLOWED FOR NON-ESTABLISHED CUSTOMERS CUSTOMER WHO CALLED: CALL BACK NUMBER: WHO RECEIVED CALL: CALL BACK BY: TIME RECEIVED CALL: TIME OF CALL BACK: CONFIDENTIAL Subject to Protective Order IATS - 000090 SDNY_GM_02774195 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260535 EFTA01339463 IBC I:14/n4/,ad Big ot l'carro: Rewsect MAR 2011 TEMPLATE NO. _ CONTROL 0 (FOR WIRE DEPT USE ONLY) AUTHORIZATION TO TRANSFER FUNDS FORM DOMESTIC WIRE (WITHIN THE US) IBC CUSTOMER (ORIGINATOR) INFORMATION DATE 7/26/2011 IBC BRANCH WRITTEN AMOUNT AMOUNT $100,000.00 FEE DEBIT ACCOUNT NUMBER OR CHECK ORIGINATOR NAME INSURED AIRCRAFT TITLE SERVICE, INC. ORIGINATOR ADDRESS 4848 SW 36Th STREET CITY/STATE/ZIP OKLAHOMA CITY, OK 73179 EL. NO BENEFICIARY (RECEIVER) BANK INFORMATION RECEIVER BANK ABA/ROUTING 0 BRANCH ITY 8 STATE BENEFICIARY INFORMATION BENEFICIARY BENEFICIARY ACCOUNT NUMBER BENEFICIARY ADDRESS CITY 741 BOSTON POST ROAD GUILFORD STATE ICT ZIP CODE COUNTRY FURTHER CREDIT BENEFICIARY FURTHER CREDIT BNF ACCOUNT 0 FURTHER CREDIT BNF ADDRESS ICITY 'STATE (ZIP CODE COUNTRY BI REFERENCE (0 ER 8 EKEFICIARY INFOI NI62AE, s/n 760472 NOTIFY a See a<-ans.' Wyly l Lint Mai In ...V. lea, a. 4 Y. , • 4 osiesidenem peon. Tn. ml n 'my vas wasbon wiwaniew.Seirtml••••...... yobs-, ••••[•2 ..1......d WWI, Bat. aid Perie•f Senn OM eilvg ti... any ball NO IldMity fads" MSS Or is op <lend of analiciead byway beget Ibble 1114,00* PO Weftfa••••••••1101~ MOW &M. 11,141wsisipwi baay 40.0.0••••p• IMAM tin if ea ay.,. M canna** trident ca al Man Was webbed. To pap.. I. unw Is ...ann. dams a.... otoir.r.....t...a..• k it wimps S. rpm.. CUSTOMER SIGNATURE ( .7 C\ C PREPARED BY (PLEASE PRINT) EXTENSION VERIFIED SIGNATURE CARD CURRENT BALANCE CURRENT AVAILABLE OFFICER SIGNATURE NOTES CALL BACK PROCEDURES - MUST BE FOLLOWED OR NON-ESTABLISH ED CUSTOMERS U applicable. attach py rants License Of Passport CUSTOMER WHO CALLED: CALL BACK NUMBER: WHO RECEIVED CALL: CALL BACK BY: TIME RECEIVED CALL: TIME OF CALL BACK: CONFIDENTIAL Subject to Protective Order IATS - 000091 SDNYGM_02774196 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260836 EFTA01339464 rrom: rECOVIrEtat IU.W,WW30040Uflk0 International Bank of Commerce Wire Transfer Advice Beneficiary: INSURED AIRCRAFT T ITLE SERVICE Amount: 31,404,945.00 mummy, July 40, 10:03:31 Sender Information Name ABA 9 Reference N By Order Of Received from OMAD Ref 0 JPMORGAN CHASE 33Y R1 as )e JPMCLEARING CORP JEFFREY EPSTEIN 20110725K4OLEO1C00079307251614FT03 Additional Funds Transfer Information Beneficiary Beneficiary ID Beneficiary Bank Originator Info Originator Bank Originator Bank Info Bank to Bank Info Reference for Beneficiary IMAD Ref 0 INSURED AIRCRAFT T ITLE SERVICE JEFFREY EPSTEIN JPMCLEARING CORP METROTECH CENTER BROOKLYN NY SERIAL NUMBER N162AE AND N122JE This funds transfer was received for the amount of 1,404,945.00. The funds have been credited to account OMMIONIMIX4 Thank you for doing business with IBC ! CONFIDENTIAL SubjecttoProtectiveOrder IATS - 000092 SDNY_GM_02774197 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260837 EFTA01339465 From. FmcVVire32 To: 9.1.4056845070,8 International Bank of Commerce Wire Transfer Advice Beneficiary: INSURED AIRCRAFT TITLE SERVICE Amount: $11,803,902.50 weak Tuesday. July 26. 09:27:21 2011 q :33" Sender Information Name ABA Reference 0 By Order Of Received from OMAD Ref 0 rTTTRANK N A AETNA INC.-OPERATING 20110726KM4LE01C00005207260745FT03 Additional Funds Transfer Information Beneficiary Beneficiary ID Beneficiary Bank Originator Info Originator Bank RCRAFT TITLE SERVICE AETNA INC.-OPERATING Originator Bank Info RE KEYSTONE S-76C PER DENISE COTEINVOICE NUMBER COTED7/26/11 Bank to Bank Info Reference for Beneficiary IMAD Ref 0 20110726B140021C000274 This funds transfer was received for the 003,902.50. The funds have been credited to account Thank you for doing business with IBC I CONFIDENTIAL Subject to Protective Order IATS - 000093 SDNY_GM_02774198 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260838 EFTA01339466 .)t ic,a3c175q/Co er_ 0 poto zeolektritt-t t 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). ono 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 tide 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 gm. CONFIDENTIAL Subject to Protective Order IATS - 000094 SDNYGM_02774199 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260839 EFTA01339467 From. FaxWire32 To: 9,1,4056845070,8 International Rank of Commerce Wire Transfer Advice Beneficiary: INSURED AIRCRAFT TITLE SERVICE Amount: $100,000.00 Thursday, June 30, 08:44:57 2011 1\11(.(2214E- Sender Information Name ABA M Reference 0 By order of Received from OMAD Ref FREEDOM AIR INTERNATIONAL, INC. 2011062910h2LE01C00102606291734FT03 Additional Funds Transfer Information Beneficiary Beneficiary ID Beneficiary Bank Originator Info Originator Bank INSURED AIRCRAFT TITLE SERVICE FREEDOM AIR INTERNATIONAL, INC. %;15O Originator Bank Info SERIAL NO 760472 REGISTERED N162AE Bank to Bank Info Reference for Beneficiary 0S1 OF 11/06/29 IMAD Ref if 2011062981QGCO8C009104 This funds transfer was received for the 00,000.00. The funds have been credited to account Thank you for doing business with IBC ! CONFIDENTIAL Subject to Protective Order ATS-000095 SDNY_GM_02774200 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260840 EFTA01339468 1 v. 0, a -etiatiom:JU f .1,O International Bank of Commerce Wire Transfer Advice Beneficiary: INSURED AIRCRAFT TITLE SERVICE Amount: 5100,000.00 Wednesday. June 29, 12:27:43 2011 1,),1.31 Sender Information Name ABA II Reference By order of Received from OMAD Ref IS CITIBANK N.A. AETNA INC.-OPERATING 20110629K4QLEO1C00043606291312FT03 Additional Funds Transfer Information Beneficiary Beneficiary ID Beneficiary Bank Originator Info Originator Bank RCRAFT TITLE SERVICE AETNA INC.-OPERATING Originator Bank Info KEYSTONE S-76C PER DENISE COTE Bank to Bank Info Reference for Beneficiary IMAD Ref I 2011062981Q8021C017728 This funds transfer was received for the amount of 100,000.00. The, funds have been credited to account N Thank you for doing business with IBC ! CONFIDENTIAL Subject to Protective Order IATS - 000096 SDNCGM_02774201 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 0026084I EFTA01339469 Insured Aircraft Title Service, Inc. 4848 S.W. 36. Street, Oklahoma City, OK 73179 irobert4Minsuredairrrall cgm P.O. Box 19127, Oklahoma City, OK 73144 Direct Fax: 405-682-0818 1.800.654.4882, 405.681.6663 General Fax: 405-681-9299 DEPOSIT CONFIRMATION DATE: July 21, 2011 FROM: Katie Miller Asst. to Joan Roberts, Vice President TO: Jap Blankenship RE: N162AE Sikorsky S-76C, S/N 760472 NUMBER OF PAGES: -1- (INCLUDING TRANSMITTAL SHEET). THIS WILL CONFIRM THAT INSURED AIRCRAFT TITLE SERVICE, INC. RECEIVED A DEPOSIT IN THE AMOUNT OF $100,000.00 (HELD IN A SPECIAL ESCROW ACCOUNT #1603473416) TOWARDS THE PURCHASE OF THE ABOVE REFERENCED AIRCRAFT. THIS DEPOSIT WILL BE HELD IN ESCROW PENDING FURTHER INSTRUCTIONS FROM THE DEPOSITOR OR A FULLY EXECUTED PURCHASE AGREEMENT OUTLINING THE TERMS AND CONDITIONS OF THE FUNDS HELD. IT IS OUR GOAL TO MAINTAIN CONFIDENTIALITY OF THE TRANSACTIONS. FOR THIS PURPOSE, WE DO NOT DISCLOSE THE SOURCE OF DEPOSITS OR THE IDENTITY OF ENTITIES RECEIVING DISBURSEMENTS UNLESS THE CONFIDENTIALITY IS SPECIFICALLY WAIVED IN WRITING BY AGREEMENT OF THE PARTIES. PLEASE FEEL FREE TO CONTACT OUR OFFICE IF YOU HAVE ANY QUESTIONS AT 405-681-6663. Serving the Aviation Industry for over 40 years CONFIDENTIAL Subject to Protective Order IATS - 000097 SDNY_GM_02774202 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260842 EFTA01339470 Insured Aircraft Title Service, Inc. 4848 SW. 360. Street, Oklahoma City, OK 73179 trobertsfeinsuredaircratIcom P.O. Box 19527, Oklahoma City, OK 73144 Direct Fax: 405-682-0818 1.800.654.4882, 405.681.6663 General Fax: 405-681-9299 DEPOSIT CONFIRMATION DATE: July 21, 2011 FROM: Katie Miller Asst. to Joan Roberts, Vice President TO: Jap Blankenship RE: N722JE Keystone Helicopter S-76C, S/N 760750 NUMBER OF PAGES: -1- (INCLUDING TRANSMITTAL SHEET). THIS WILL CONFIRM THAT INSURED AIRCRAFT TITLE SERVICE, INC. RECEIVED A DEPOSIT IN THE AMOUNT OF $100,000.00 (HELD IN A SPECIAL ESCROW ACCOUNT #1603473416) TOWARDS THE. PURCHASE OF THE ABOVE REFERENCED AIRCRAFT. THIS DEPOSIT WILL BE HELD IN ESCROW PENDING FURTHER INSTRUCTIONS FROM THE DEPOSITOR OR A FULLY EXECUTED PURCHASE AGREEMENT OUTLINING THE TERMS AND CONDITIONS OF THE FUNDS HELD. IT IS OUR GOAL TO MAINTAIN CONFIDENTIALITY OF THE TRANSACTIONS. FOR THIS PURPOSE, WE DO NOT DISCLOSE THE SOURCE OF DEPOSITS OR TIlE IDENTITY OF ENTITIES RECEIVING DISBURSEMENTS UNLESS THE CONFIDENTIALITY IS SPECIFICALLY WAIVED IN WRITING BY AGREEMENT OF THE PARTIES. PLEASE FEEL FREE TO CONTACT OUR OFFICE IF YOU HAVE ANY QUESTIONS AT 405-681-6663. Serving the Aviation Industry for over 40 years CONFIDENTIAL Subject to Protective Order IATS - 000098 SDNY_GM_02774203 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260843 EFTA01339471 deposit confirmation-N722.11 NI 62AE Subject: deposit confirmation-N722JE N 162AE Fiorn: Katie Milled Date: Thu, 21 Jul 2011 08:14:40 -0500 To: Hello, The attached letter will confirm funds into escrow on the above referenced aircraft. Please let me know if our office can be of further assistance or if you have any questions. Best Regards, Katie Miller for Joan F. Roberts, Vice President Insured Aircraft Title Service 4848 SW 36 Oklahoma City, OK 73179 N722.1E-dep conf.pdf Content-Type: application/pdf Content-Encoding: base64 N162AE-dep contpdf N'162AE-dep conf.pdf Content-Type: application/pdf Content-Encoding: base64 I o(1 7/21/2011 8:15 AN CONFIDENTIAL Subject to Protective Order IATS - 000099 SDNY_GM_02774204 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002 60844 EFTA01339472 kir Insured Aircraft Title Service, Inc. 4848 S.W. 36. Street. Oklahoma City. OK 73179 [email protected] P.O. Boo 14527. Oklahoma City. OK 73144 Direct Fax: 405682.0818 V800.654.4887. 405.681.6663 General Fax. 401.681.9299 DEPOSIT CONFIRMATION DATE: June 30, 2011 FROM: Katie Miller Asst. to Joan Roberts, Vice President TO: George Reenstra RE: N162AE Sikorsky S-76C, S/N 760472 NUMBER OF PAGES: -1- (INCLUDING TRANSMITTAL SHEET). THIS WILL CONFIRM THAT INSURED AIRCRAFT TITLE SERVICE, INC. RECEIVED A DEPOSIT IN THE AMOUNT OF $100,000.00 TOWARDS THE PURCHASE OF THE ABOVE REFERENCED AIRCRAFT. THIS DEPOSIT WILL BE HELD IN ESCROW PENDING FURTHER INSTRUCTIONS FROM THE DEPOSITOR OR A FULLY EXECUTED PURCHASE AGREEMENT OUTLINING THE TERMS AND CONDITIONS OF THE FUNDS HELD. IT IS OUR GOAL TO MAINTAIN CONFIDENTIALITY OF THE TRANSACTIONS. FOR THIS PURPOSE, WE DO NOT DISCLOSE THE SOURCE OF DEPOSITS OR THE IDENTITY OF ENTITIES RECEIVING DISBURSEMENTS UNLESS THE CONFIDENTIALITY IS SPECIFICALLY WAIVED IN WRITING BY AGREEMENT OF THE PARTIES. PLEASE FEEL FREE TO CONTACT OUR OFFICE IF YOU HAVE ANY QUESTIONS AT 405-681-6663. 1,71' .over 40 veA,..! CONFIDENTIAL Subject to Protective Order IATS - 000100 SDNY_GM_02774205 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260845 EFTA01339473 deposit confirmation-N162AE Subject: deposit con firmation-N162AE Fro,:i: Katie Miller <[email protected]> Date: Thu, 30 Jun 2011 O9:14:27 -0500 To: Ted Osgood Hello, The attached letter will confirm funds into escrow on the above referenced aircraft. Please let me know if our office can be of further assistance or if you have any questions. Best Regards, Katie Miller for Joan F. Roberts, Vice President Insured Aircraft Title Service 4848 SW 36 Oklahoma City, OK 73179 N162AE-dep conf.pdf Content-Type: application/pdf Content-Encoding: base64 1 of 1 6/30/2011 9:14 Alv CONFIDENTIAL Subject to Protective Order IATS - 000101 SDNY_GM_02774206 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260846 EFTA01339474 11 Insured Aircraft Title Service, Inc. 4848 Ssv. 36.Streti. Oklahoma City. OK 73179 will.° cains.rorlairrra fr row P.O. Box 19527. Oklahoma City. OK 73144 Direct Fax: 405682-0818 1.800.654.4882. 405.681.6663 General Fax: 401.681.9299 DEPOSIT CONFIRMATION DATE: June 29, 2011 FROM: Katie Miller Asst. to Joan Roberts, Vice President TO: George Reenstra RE: N722JE Keystone Helicopter S-76C, S/N 760750 -NUMBER OF PAGES: -1- (INCLUDING TRANSMITTAL SHEET). . THIS WILL CONFIRM THAT INSURED AIRCRAFT TITLE SERVICE, INC. RECEIVED A DEPOSIT IN THE AMOUNT OF S100,000.00 FROM AETNA INC. TOWARDS THE PURCHASE OF THE ABOVE REFERENCED AIRCRAFT. THIS DEPOSIT WILL BE HELD IN ESCROW PENDING FURTHER INSTRUCTIONS FROM THE DEPOSITOR OR A FULLY EXECUTED PURCHASE AGREEMENT OUTLINING THE TERMS AND CONDITIONS OF THE FUNDS HELD. IT IS OUR GOAL TO MAINTAIN CONFIDENTIALITY OF THE TRANSACTIONS. FOR THIS PURPOSE, WE DO NOT DISCLOSE THE SOURCE OF DEPOSITS OR THE IDENTITY OF ENTITIES RECEIVING DISBURSEMENTS UNLESS THE CONFIDENTIALITY IS SPECIFICALLY WAIVED IN WRITING BY AGREEMENT OF THE PARTIES. PLEASE FEEL FREE TO CONTACT OUR OFFICE IF YOU HAVE ANY QUESTIONS AT 405-681-6663. Inkitisiry tor oat?: veA:.! CONFIDENTIAL Subject to Protective Order IATS - 000102 SDNY_GM02 774207 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260847 EFTA01339475 deposit confir nation-N722JE Subject: deposit confirmation-N722JE Fran: Katie Miller < Date: Wed, 29 Jun 2011 13:13:36 -0500 To: Ted Osgood Hello, The attached letter will confirm funds into escrow on the above referenced aircraft. Please let me know if our office can be of further assistance or if you have any questions. Best Regards, Katie Miller for Joan F. Roberts, Vice President Insured Aircraft Title Service 4848 SW 36 Oklahoma City, OK 73179 N722JE-dep conf.pdf Content-Type: application/pdf Content-Encoding: base64 1 of 1 6/29/201 1 7:73 PR CONFIDENTIAL Subject to Protective Order IATS - 000103 SDNY_GM_02774208 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260848 EFTA01339476 FAA/IR Searches CONFIDENTIAL Subject to Protective Order IATS - 000104 SDNY_GM_02774209 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002 60849 EFTA01339477 Post Priority Search Certificate Issued by International Registry for International Interests In Mobile Equipment (Aircraft Equipment) This certificate was created on 26 Jul 2011 at 18:19:12 GMT Certificate Number: 15305284 Requested by: Judy Hunteman of Insured Aircraft Title Service, Inc Beneficiary of Priority Search Certificate: IATS - N722JE Search Criteria Manufacturer: Model designation: Manufacturer's serial number: Search Results SIKORSKY 5-76 760750 The International Registry system is designed to use percentages with a maximum of six decimal places when recording fractional and partial interests in aircraft objects eg. 12.123456%. Please consider that certain fractions cannot be fully represented within six decimal places. Percentages shown arc of the full aircraft object. Date/time Details of Interest 26JUL201I 18:01:37 GMT Registration Type: File number: Fractional or Partial Interest: Seller. Freedom Air International, Inc.• Buyer: ASI Wings, LUC Contract of Sale 732496 100.000000% Contact details: jrl_does@insurcdairentflcom Contact details: [email protected] End of List This document has been digitally signed by the Registrar and the signature has been filed. CONFIDENTIAL Page I of 2 Subject to Protective Order IATS - 000105 SDNY_GM_02774210 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260850 EFTA01339478 •The International Registry was notified that this entity had a change of name within the meaning set out in the Regulations and Procedures for the International Registry. Name Change History Entity Id: 293884 Old Name: Air Ghislaine, Inc. New Name: Freedom Air International, Inc. Date Changed on International Registry: 25-Jul-201 I Page 2 of 2 This document has been digitally signed by the Registrar and the signature has been filed. CONFIDENTIAL Subject to Protective Order IATS - 000106 SDNY_GM_02774211 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260851 EFTA01339479 Priority Search Certificate Issued by The International Registry for International Interests In Mobile Equipment (Aircraft Equipment) This certificate was created on 26 Jul 2011 at 18:21:42 GMT Certificate Number: 15305446 Requested by: Judy tlunteman of Insured Aircraft Tide Service, Inc. Beneficiary of Priority Search Certificate: IATS • N7221E. Search Criteria Manufacturer: TURBOMECA Model designation: ARRJEL 2S2 Manufacturer's serial number: 42286 Search Results The International Registry system is designed to use percentages with a maximum of six decimal places when recording fractional and partial interests in aircraft objects e.g. 12.123456%. Please consider that certain fractions cannot be fully represented within six decimal places. Percentages shown arc of the MI aircraft object. Date/time Details of Interest Registration 26JUL201 I Type: Contract of Sale It 11:56 GMT File number: 732512 Fractional or Partial Interest: 100.000000% Seller Freedom Air International, Inc' Buyer: ASI Wings, LW Contact details: jrl does®insuredaircrafteom Contact details: [email protected] End of List Pagel of 2 This document has been digitally signed by the Registrar and the signature has been filed. CONFIDENTIAL Subject to Protective Order IATS - 000107 SDNY_GM_02774212 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260852 EFTA01339480 'The International Registry was notified that this entity had a change of name within the meaning set out in the Regulations and Procedures for the International Registry. Name Change History Entity Id: 293884 Old Name: Air Ghislaine, Inc. New Name: Freedom Air International, Inc. Date Changed on International Registry 25-Jul-2011 Page 2 of 2 This document has been digitally signed by the Registrar and the signature has been filed. CONFIDENTIAL Subject to Protective Order IATS - 000108 SDNY_GM_02774213 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260853 EFTA01339481 Priority Search Certificate Issued by The International Registry for International Interests In Mobile Equipment (Aircraft Equipment) This certificate was created on 26 Jul 2011 at 18:25:13 GMT Certificate Number: 15305766 Requested by: Judy 11untenuin of Insured Aircraft Title Service, Inc. Beneficiary of Priority Search Certificate: 1ATS N7221F. Search Criteria Manufacturer: TURBOMF.CA Model designation: ARNIE, 252 Manufacturers serial number: 42285 Search Results The International Registry system is designed to use percentages with a maximum of six decimal places when recording factional and partial interests in aircraft objects e.g. 12.123456%. Please consider that certain fractions cannot be fully represented within six decimal places. Percentages shown arc of the full aircraft object. Date/time Details of Interest Registration 2611.1L201 I Type: Contract of Sale 18:06:15 GMT File number: 732506 Fractional or Partial Interest: 100.000000% Seller: Freedom Air International, Inc.• Buyer: AM Wings. LLC Contact details: [email protected] Contact details: SullivanifkovicCAigaetna.com End of List Page I of 2 This document has been digitally signed by the Registrar and the signature has been filed. CONFIDENTIAL Subject to Protective Order IATS - 000109 SDNY_GM_02774214 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260854 EFTA01339482 •The International Registry was notified that this entity had a change of name within the meaning set out in the Regulations and Procedures for the International Registry. Name Change History Entity Id: 293884 Old Name: Air Ghislaine, New Name: Freedom Air International. Inc. Dale Changed on International Registry: 25-Jul-2011 Page 2 of 2 This document has been digitally signed by the Registrar and the signature has been filed. CONFIDENTIAL Subject to Protective Order IATS - 000110 SDNY_GM_02774215 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260855 EFTA01339483 Priority Search Certificate Issued by he International Registry for International Interests In Mobile Equipment (Aircraft Equipment) This certificate was created on 26 Jul 2011 at 18:14:17 GMT Certificate Number 15304804 Requested by: Judy Hunteman of Insured Aircraft Title Service, Inc. Beneficiary of Priority Search Certificate: EATS - N I 62A E Search Criteria Manufacturer: Model designation: blanufaciurees serial number. Search Results SIKORSKY S-76 760472 The International Registry system is designed to use percentages with a maximum of six decimal places when recording fractional and partial interests in aircraft objects e.g. 12.123456%. Please consider that certain fractions cannot be fully represented within six decimal places. Percentages shown are of the full aircraft object. Date/time Details of Interest Registration 1 ODEC2009 Type: 21:03:17 GMT File number. Fractional or Partial Interest: Seller. Aetna Life Insurance Company Buyer: ASI Wings, LLC Contract of Sale 33902 100.000000% Contact details: [email protected] Contact details: [email protected] This document has been digitally signed by the Registrar and the signature has been filed. CONFIDENTIAL Page I of 3 Subject to Protective Order IATS - 000111 SDNY_GM_02774216 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260856 EFTA01339484 Search Criteria Manufacturer: SIKORSKY Model designation: S•76 Manufacturer's serial number 760472 Search Results The International Registry system is designed to use percentages with a maximum of six decimal places when recording fractional and partial interests in aircraft objects e.g. 12.123456%. Please consider that certain fractions cannot be fully represented within six decimal places. Percentages shown are of the full aircraft object. Date/time Details of Interest Registration 261UL2011 Type: Contract of Sale 17:43:16 GMT File number: 732484 Fractional or Partial Interest: 100.000000% Seller: ASI Wings. LLC Buyer. Freedom Air International. Inc.' Contact details: [email protected] Contact details: [email protected] End of List Page 2 of 3 This document has been digitally signed by the Registrar and the signature has been filed. CONFIDENTIAL Subject to Protective Order IATS - 000112 SDNY_GM_02774217 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260557 EFTA01339485 •The International Registry was notified that this entity had a change of name within the meaning set out in the Regulations and Procedures for the International Registry. Name Change History Entity Id: 293884 Old Name: Air Ghatbine. Inc. Ncw Name: Freedom Air International, Inc. Date Changed on International Registry: 25•Jul•2011 Page 3 of 3 This document has been digitally signed by the Registrar and the signature has been filed. CONFIDENTIAL Subject to Protective Order IATS - 000113 SDNY_GM_02774218 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260858 EFTA01339486 Priority Search Certificate Issued by The International Registry for International Interests In Mobile Equipment (Aircraft Equipment) This certificate was created on 26 Jul 2011 at 18:15:30 GMT Certificate Number: 15304964 Requested by: Judy Flunteman of Insured Aircraft Title Service, Inc. Beneficiary of Priority Search Certificate: IATS - NI 62AE Search Criteria Manufacturer: Turbomeca Model designation: Aniel 2S1 Manufacturer's serial number 20040 Search Results The International Registry system is designed to use percentages with a maximum of six decimal places when recording fractional and partial interests in aircraft objects e.g. 12.123456%. Please consider that certain fractions cannot be fully represented within six decimal places. Percentages shown arc of the full aircraft object. Date/time Details of Interest Registration I0DEC2009 Type: Contract of Sale 21:07:12 GMT Pile number: 33912 Fractional or Partial Interest: 100.000000% Seller. Aetna Lifc Insurance Company Buyer: ASI Wings, LLC Contact details: Fl.polk@mcafeaaftcom Contact details: Sullivani&ovicCA@aetacom Page I of 3 This document has been digitally signed by the Registrar and the signature has been filed. CONFIDENTIAL Subject to Protective Order IATS - 000114 SDNY_GM_02774279 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260859 EFTA01339487 Search Criteria Manufacturer: Turbomeca Model designation: Arriel 251 Manufactura's serial number: 20040 Search Results The International Registry system is designed to use percentages with a maximum of six decimal places when recording fractional and partial interests in aircraft objects e.g. 12.123456%. Please consider that certain fractions cannot be fully represented within six decimal places. Percentages shown arc of the full aircraft object Date/time Details of Interest Registration 26JUL2011 Type: Contract of Sale 17:49:56 GMT File number 732486 Fractional or Partial Interest: 100.000000% Seller ASI Wings, LW Buyer: Freedom Air International, Inc.• Contact details: SullivanifkovicCA€thetna.com Contact details: jrl_docs@insuredairaaftcom Registration 26JUL2011 Type: Contract of Sale 18:01:51 GMT File number: 732498 Fractional or Partial Interest: 100.000000% Sella: ASI Wings, LW Contact details: SullivanificovicCACthetna.com Buyer: Freedom Air International, Inc.• Contact details: jrl_docs(Dinsura.laircraft.com End of List Page 2 of 3 This document has been digitally signed by the Registrar and the signature has been filed. CONFIDENTIAL Subject to Protective Order IATS - 000115 SDNY_GM_02774220 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260860 EFTA01339488 •The International Registry• was notified that this entity had a change of name within the meaning set out in the Regulations and Procedures for the International Registry. Name Change History Entity It 2938R4 Old Name: Air Ghislaine, Inc. New Name: Freedom Air International, Inc. Date Changed on International Registry•: 25-Jul-201I Page 3 of 3 This document has been digitally signed by the Registrar and the signature has been filed. CONFIDENTIAL Subject to Protective Order IATS - 000116 SDNY_GM_02774221 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260861 EFTA01339489 Priority Search Certificate Issued by The International Registry for International Interests In Mobile Equipment (Aircraft Equipment) This certificate w•as created on 26 Jul 2011 at 18:16:57 GMT Certificate Number 15305126 Requested by: Beneficiary of Priority Search Certificate: IATS - N162AE Judy Hunteman of Insured Aircraft Title Service, Inc. Search Criteria Manufacturer. Model designation: Manufacture?, serial number: Search Results Turbomeca Arriel 2S1 20533TEC The International Registry system is designed to use percentages with a maximum of six decimal places when recording fractional and partial interests in aircraft objects e.g. 12.123456%. Please consider that certain fractions cannot be fully represented within six decimal places. Percentages shown are of the full aircraft object. Date/time Details of Interest Registration I0DEC2009 Type: 21:10:11 GMT File number: Fractional or Partial Interest: Seller: Aetna life Insurance Company Buyer. ASI Wings, LUC Contract of Sale 33920 100.000000% Contact details: [email protected] Contact details: [email protected] This document has been digitally signed by the Registrar and the signature has been filed. CONFIDENTIAL Page I of 3 Subject to Protective Order IATS - 000117 SDNY_GM_02774222 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_00260862 EFTA01339490 Search Criteria Manufacture: Model designation: Manufacturer's serial number: Search Results Turbonteca Arriel 251 205331Fr The International Registry system is designed to use percentages with a maximum of six decimal places when recording fractional and partial interests in aircraft objects e.g. 12.123456%. Please consider that certain fractions cannot be fully represented within six decimal places. Percentages shown are of the full aircraft object. Date/titne Details of Interest Registration 26JUL2011 Type: 17:57:04 GMT File number: Fractional or Partial Interest: ASI Wings, LLC Buyer: Freedom Air International, Inc.' Contract of Sale 732492 100.000000% Contact details: Sullivanifkov MALCOM Contact details: jrl_docs(4)insurcdaircraft.can End of List This document has been digitally signed by the Registrar and the signature has been fled. CONFIDENTIAL Page 2 of 3 Subject to Protective Order IATS - 000118 SDNY_GM_02774223 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260863 EFTA01339491 'The International Registry was notified that this entity had a change of name within the meaning set out in the Regulations and Procedures for the International Registry. Name Change History Entity Id: 293884 Old Name: Air Ohistaine, Inc. New Name: Freedom Air International, Inc. Date Changed on International Registry: 25•Jul•201I Page 3 of 3 This document has been digitally signed by the Registrar and the signature has been filed. CONFIDENTIAL Subject to Protective Order IATS - 000119 SDNY_GM_02774224 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260864 EFTA01339492 Priority Search Certificate Issued by International Registry for International Interests In Mobile Equipment (Aircraft Equipment) This certificate was created on 20 Jul 2011 at 20:12:39 GMT Certificate Number: 15225286 Requested by: Judy Hunteman of Insured Aircraft Title Service, Inc. Beneficiary of Priority Search Certificate: IATS Search Criteria Manufacturer: SIKORSKY Model designation: S•76 Manufacturer's serial number: 760472 Search Results The International Registry system is designed to use percentages with a maximum of six decimal places when recording fractional and partial interests in aircraft objects e.g. 12.123456%. Please consider that certain fractions cannot be fully represented within six decimal places. Percentages shown are of the full aircraft object. Date/time Details of Interest Registration IODEC2009 Type: Contract of Sale 21:03:17 GMT File number: 31902 Fractional or Partial Interest: 100000000% Seller: Aetna Life Insurance Company Buyer: ASI Wings, lit Contact details: [email protected] Contact details: SultivanifkovicCA®actna.com End of List Page I of 1 This document has been digitally signed by the Registrar and the signature has been filed. CONFIDENTIAL Subject to Protective Order IATS - 000120 SDNY_GM_02774225 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260865 EFTA01339493 Priority Search Certificate Issued by The International Registry for International Interests In Mobile Equipment (Aircraft Equipment) This certificate was created on 20 Jul 2011 at 20:13:53 GMT Certificate Number: 152252% Requested by: Beneficiary of Priority Search Certificate: IATS Judy Hunteman of Insured Aircraft Title Service, Inc. Search Criteria Manufacturer: Model designation: Manufacturer's serial number: Search Results Turbomeca Arriel 2S1 20040 The International Registry system is designed to use percentages with a maximum of six decimal places when recording fractional and partial interests in aircraft objects e.g. 12.123456%. Please consider that certain fractions cannot be fully represented within six decimal places. Percentages shown arc of the full aircraft object. Date/time Details of Interest Registration 10DEC2009 Type: 21:07:12 GMT File number. Fractional or Partial Interest: Seller. Aetna Life Insurance Company Buyer: ASI Wings, LLC Contract of Sale 33912 100.000000% Contact details: Fl.polk®mcafeetaft.com Contact details: SullivanifkovicCA®anna.com End of List This document has been digitally signed by the Registrar and the signature has been filed. CONFIDENTIAL Page I of I Subject to Protective Order IATS - 000121 SDNY_GM_02774226 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260866 EFTA01339494 Priority Search Certificate Issued by The International Registry for International Interests In Mobile Equipment (Aircraft Equipment) This certificate was created on 21 Jul 2011 at 21.24:38 GMT Certificate Number: 15250244 Requested by: Judy Hunteman of Insured Aircraft Title Service, Inc. Beneficiary of Priority Search Certificate: IATS • N162AE Search Criteria Manufacturer. Turbomcca Model designation: Artie: 2S1 Manufacturer's serial number 20533TEC Search Results The International Registry system is designed to use percentages with a maximum of six decimal places when recording fractional and partial interests in aircraft objects e.g. 12.123456%. Please consider that certain fractions cannot be fully represented within six decimal places. Percentages shown are of the full aircraft object. DateAitne Details of Interest Registration 10DEC2009 Type: Contract of Sale 21:101 1 OMIT File number: 33920 Fractional or Partial Interest: 100.000000% Seller: Aetna Life Insurance Company Buyer: ASI Wings, LLC Contact details: El.polic@rnrafeetallcom Contact details: [email protected] End of List Page I of I This document has been digitally signed by the Registrar and the signature has been filed. CONFIDENTIAL Subject to Protective Order IATS - 000122 SDNY_GM_02774227 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260867 EFTA01339495 For: Insured Aircraft Title Service. Inc Escrow Department 4848 S.W. 36th St. Oklahoma City, OK 73179 Ann: Joan Roberts AIRCRAFT 'Filly REPORT from FAA RECORDS SEARCH Account No. Phone No. D I Insured Aircraft Title Service, Inc. P 0 80% 19577 405-6814663 EKLAROMA OTY, OKLAHOMA 73144 TOLL FREE. PHONE 801-654-4882 RE: N/A FAA Records Search revealed the following TITLE information on the aircraft herein described. Object: N162AE Make: Sikorsky Model: S-76C Serial No.: 760472 Record Owner: AM Wings, LLC Address: 151 Farmington Avenue, Hartford, CT 06156 'Type: Corporation Date Registered: 12.22.09 Title: Assistant Corporate Secretary of Aetna Inc., its Managing Member Signed By: Melinda Westbrook Acquired By: Bill of Sale Date: 12-10-09 Date Filed: 12-10-09 Recorded: 12-22-09 FAA Doc. # MC005542 Previous Owner: Aetna Life Insurance Company Address: 151 Farmington Avenue, Hartford, CT 06156 Date Registered: 12-5-03 Subject To: NO LIENS OF RECORD CONFIDENTIAL Subject to Protective Order Page 1 of 2 N162AE Ser. No. 760472 Printed: Jun 29, 20114:31 PM IATS - 000123 SDNY_GM_02774228 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260868 EFTA01339496 SS.S.SS. For: Insured Aircraft Title Service, Inc. Escrow Department 4848 S.W. 36th St. Oklahoma City, OK 73179 Attn: Joan Roberts AIRCRAFT TrrI,E REPORT from FAA RECORDS SEARCH Account No. Phone No. Insured Aircraft Title Service, Inc. rTl P 0 BOX 19527 405-681.6063 OKt AHOMACITC OKLAHOMA 73144 TOLL RICE PHONE 808854.4882 RE: N/A This search is subject to the filings reflected on the index of collateral provided by the FAA and Insured Aircraft Title Service, Inc. assumes no responsibility as to the accuracy of said source, and does not guarantee, insure, or warrant that said FAA index is free of error. Report Date: 06/29/2011 7:29 a.m. Central INSURED AIRCRAFT TITLE SERVICE, INC. By E. Cotton EC/ts ThisTie Rryirt rfi iac;mla a search For intematiocel talents registered at the hecraiional Regislt Title Examiner Page 2 of 2 N162AF: Ser. No. 760472 Printed: Jun 29, 2011 4:31 PM CONFIDENTIAL Subject to Protective Order IATS - 000124 SDNY_GM_02774229 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260869 EFTA01339497 AN. 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 2 ti lllll\\ AIRCRAFT TITLE REPORT from FAA RECORDS SEARCH Account No. Phone No. For: Insured Aircraft Title Service, Inc. ID El Insured Aircraft Tine Service, Inc. Escrow Department R O BC.% 1962? 405-8616663 4848 S.W. 36th St. D D CKLAHOMA WV. H OKLAHOMA TM 4 44 11XL FREE PONE 600454M Oklahoma City, OK 73179 RE: N162AE Attn: Joan Roberts FAA Records Search revealed the following TITLE information on the aircraft herein described. Object: Engine Make: Turbomeca Model: Arricl 2S1 Serial No.: 20040 Record Owner: FAA does not rcgistcr engines by name of owner. Lien status only is subject to recordation. Subject To: NO LIENS OF RECORD This report is subject to the accuracy of the Federal Aviation Administration employees and computers in their record keeping abilities in recordation of liens regarding engines of 550 shp or over. Specifically excluded from this report are liens, security interests, or other encumbrances against engines which are not specifically noted on the engine data cards maintained by the FAA prior to September 1997, and/or on the engine serial number inquiry screen for encumbrances recorded after September 18, 1997. This search is subject to the filings reflected on the index of collateral provided by the FAA and Insured Aircraft Title Service, Inc. assumes no responsibility as to the accuracy of said source, and does not guarantee, insure, or warrant that said FAA index is free of error. Report Date: 07/21/2011 Page 1 of 2 Engine Ser. No. 20040 Printed: Jul 21, 2011 12:25 PM CONFIDENTIAL Subject to Protective Order IATS - 000125 SDNY_GM_02774230 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260870 EFTA01339498 ^."-^,-, 00 ,..." • AIRCRAFT TITLE REPORT from FAA RECORDS SEARCH Account No. Phone No. For: Insured Aircraft Title Service, Inc. Escrow Department 4848 S.W. 36th St. Oklahoma City, OK 73179 Attn: Joan Roberts A Insured Aircraft Title Service, Inc. PO BOX 19527 406-881.6683 OKLAHOMB C115'. CKLAPIOMA 73144 TOLL FREE: PHONE 8084544E82 RE: NI62AE TW/ts ;aclutic scmch Eta .• to, ,:; ]•11 inicra 'Sicced L. 7:29 a.m. Central INSURED AIRCRAFT TITLE SERVICE, INC. By T. Woody Title Examiner Page 2 of 2 Engine Ser. No. 20040 Printed: Jul 21,2011 12:25 PM CONFIDENTIAL Subject to Protective Order IATS - 000126 SDNY_GM_02774231 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260871 EFTA01339499 AIRCRAFT TITLE REPORT from FAA RECORDS SEARCH Account No. Phone No. For: Insured Aircraft Title Service, Inc. Escrow Department 4848 S.W. 36th St. Oklahoma City, OK 73179 Ann: Joan Roberts w Q Insured Aircraft Title Service, Inc. P. 0 BOX 19627 a05-61O466.1 OKIAMMACITY.CKLAHOOM 731N TOLL MEE: PHONE 8CO4164.4418.2 RE: N162AE FAA Records Search revealed the following TITLE information on the aircraft herein described. Object: Engine Make: Turbomeca Model: Arriel 2S1 Serial No.: 20533TEC Record Owner: FAA does not register engines by name of owner. Lien status only is subject to recordation. Subject To: The FAA advises that there is no encumbrance cross-reference card in existence for the above described engine indicating that the engine has never been encumbered within the FAA's recording system, therefore, there am No Liens of Record. This report is subject to the accuracy of the Federal Aviation Administration employees and computers in their record keeping abilities in recordation of liens regarding engines of 550 shp or over. Specifically excluded from this report are liens, security interests, or other encumbrances against engines which arc not specifically noted on the engine data cards maintained by the FAA prior to September 1997, and/or on the engine serial number inquiry screen for encumbrances recorded after September IS, 1997. 4 4 4 I 4 I CONFIDENTIAL Subject to Protective Order IATS - 000127 SDNY_GM_02774232 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260872 EFTA01339500 c? / / / / / / / / ? / ? / / / / / / / / This search is subject to the filings reflected on the index of collateral provided by the FAA and Insured ', .....-"CCC, -^ CCN-".--COC, -, ,,, ...M.--,00.--C ,0,7, --,00,-^C, ---0...,C, --,Z, Z, -, . -- C..- "'", ',... "Nt", --,-Thr•-m--, - 'XIX.. -_-._-._---._-,-..-._._-,-._-._---c----.-_-._-----,-._-._-,_-._---c-_-._-c-_----rc AIRCRAFT TITLE REPORT from FAA For: Insured Aircraft Title Service. Inc. Escrow Department RECORDS SEARCH Account No. I Phone No. Insured Title Service, Inc. D ID R0. 00% 19527 40641149ECI 4848 S.W. 36th St. El D OKLAHOMA CIF( OKLAHOMA 73144 TOLL FREE PIK/NE 000-654-4882 Oklahoma City. OK 73179 RE: N162AE Attn: Joan Roberts Aircraft Title Service, Inc. assumes no responsibility as to the accuracy of said source, and does not / / guarantee, insure, or warrant that said FAA index is free of error. / / This Mk Repots toes na lack& a starch for international interests registered t the lactutimal Registry. EC/ts Report Date: 07/22/2011 / 7:29 a.m. Central / / INSURED AIRCRAFT TITLE SERVICE, INC. / / By E. Cotton /// / Title Examiner / / / / / / / / / / / / / // / / / / / / / / / / ? / ? / / / / / / / / / / / / / / / / / / / / / / Page 2 of 2 Engine Ser. No. 2063317.0 Printed: Jul 22, 2011 11:29 AM / / / - -,_ -_-,-,-,---._ -,_ -_-_-, -- -..-,---„-...-_-------------,-..-...---_-_-----ccc...-_-,---------,-----,-,-...-,---,--._-,---,-_-,---._ -- I CONFIDENTIAL Subject to Protective Order IATS - 000128 SDNY_GM_02774233 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260873 EFTA01339501 AIRCRAFT TITLE REPORT from FAA RECORDS SEARCH Account No. Phone No. For: Insured Aircraft Title Service, Inc. Escrow Department 4848 S.W. 36th St. Oklahoma City, OK 73179 Attn: Joan Roberts ri Insured Aircraft Title Service, Inc. P 0 BOX 19527 405G9t•CGG3 OKLAHOMA aft OKLAHOMA 13141 TOLL FREE PHONE 830.65418eQ RE: N/A FAA Records Search revealed the following TITLE information on the aircraft herein described. Object: N722JE Make: Keystone Ilelicopter Model: S-76C Serial No.: 760750 Record Owner: Freedom Air International Inc. formerly ShmitIca Air Inc. formerly Air Ghislaine Inc. Address: 103 Foulk Road, Ste. 202, Wilmington, DE 19803 Type: Corporation Date Registered: 2.27-09 Title: Vice President Signed By: Darren K. Indyke Acquired By: Bill of Sale Date: 12-30-08 Date Filed: 12-30-08 Recorded: 1.7-09 FAA Doc. # PI1001657 Previous Owner: Sikorsky Aircraft Corporation Address: 6900 Main Street, Stratford, CT 06614 Date Registered: 1-7.09 Subject To: NO LIENS OF RECORD Page 1 of 2 N722JE Ser. No. 760750 Printed: Jun 29, 2011 2:50 PM CONFIDENTIAL Subject to Protective Order IATS - 000129 SDNY_GM_02774234 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002 60874 EFTA01339502 AIRCRAFT TITLE TITLE REPORT from FAA RECORDS SEARCH Account No. Phone No. For: Insured Aircraft Title Service, Inc. Escrow Department 4848 S.W. 36th St. Oklahoma City, OK 73179 Attn: Joan Roberts LJ Insured Aircraft Title Service, Inc. P 0 SOX 19527 4054918053 OKLAHOMA circ OKLAHOMA 73144 TOLL FREE: PHONE SC0491-4882 RE: N/A This search is subject to the filings reflected on the index of collateral provided by the FAA and Insured Aircraft Title Service, Inc. assumes no responsibility as to the accuracy of said source, and does not guarantee, insure, or warrant that said FAA index is free of error. This Tni: Rgints nei include a search for inkrnitiotial interests tegisteted at the international Re$;ir AD/ts Report Date: 06/29/2011 7:29 a.m. Central INSURED AIRCRAFT TITLE SERVICE, INC. By A. Draper Title Examiner Page 2 of 2 N722JF: Ser. No. 760750 Printed: Jun 29, 2011 2:50 PM CONFIDENTIAL Subject to Protective Order IATS - 000130 SDNY_GM_02774235 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260875 EFTA01339503 AIRCRAFT TITLE REPORT from FAA RECORDS SEARCH Account No. Phone No. For: Insured Aircraft Title Service, Inc. Escrow Department 4848 S.W. 36th St. Oklahoma City, OK 73179 Attn: loan Roberts Insured Aircraft Title Service, Inc. P.O. BCC( 19527 4054814663 °KLAN:AAACITY. OtUANOMA 73144 TOLL FREE: PHONE1)304544882 in RE: N7221E FAA Records Search revealed the following TITLE information on the aircraft herein described. Object: Engine Make: Turbomeca Model: Affiel 2S2 Serial No.: 42285 Record Owner: FAA does not register engines by name of owner. Lien status only is subject to recordation. Subject To: The FAA advises that there is no encumbrance cross-reference card in existence for the above described engine indicating that the engine has never been encumbered within the FAA's recording system, therefore, there are No Liens of Record. This report is subject to the accuracy of the Federal Aviation Administration employees and computers in their record keeping abilities in recordation of liens regarding engines of 550 shp or over. Specifically excluded from this report are liens, security interests, or other encumbrances against engines which are not specifically noted on the engine data cards maintained by the FAA prior to September 1997, and/or on the engine serial number inquiry screen for encumbrances recorded after September 18, 1997. Page 1 of 2 Engine Ser. No. 42285 Printed: Jun 29, 20112:51 PM CONFIDENTIAL Subject to Protective Order lATS - 000131 SDNY_GM_02774236 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260876 EFTA01339504 it AIRCRAFT TITLE REPORT from FAA RECORDS SEARCH Account No. Phone No. For: Insured Aircraft Title Service, Inc. IT Insured Aircraft Title Service, Inc. Escrow Department ci P 0 BOX 1W 4064614863 4848 S.W. 36th St. 17 OKLAHOMA P0NE 1081A 73144 TOLL FREE: 8366844442 Oklahoma City, OK 73179 RE: N722JE Ann: Joan Roberts This search is subject to the filings reflected on the index of collateral provided by the FAA and Insured Aircraft Title Service, Inc. assumes no responsibility as to the accuracy of said source, and does not guarantee, insure, or warrant that said FAA index is free of error. Report Date: 06/29/2011 7:29 a.m. Central INSURED AIRCRAFT TITLE SERVICE, INC. By A. Draper This Tile Report &vs Ml include AD/ts a search ler teamat-ad Egen;sts ,:gstered al re,e IrgernliortalRegisti Title Examiner CONFIDENTIAL Subject to Protective Order Page 2 of 2 Engine Ser. No. 42285 Printed: Jun 29, 20112:51 PM I I IATS - 000132 SDNY_GM_02774237 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260377 EFTA01339505 AIRCRAFT TITLE REPORT from FAA RECORDS SEARCH Account No. Phone No. For-. Insured Aircraft Title Service, Inc. Insured Aircraft Title Service, Inc. Escrow Department P. 0. BOX 19527 405-6a 1 6663 4848 S.W. 36th St. rn OKUWOMA CITY. Ole AHOMA 73144 Tell rlICC NOOK 000454-11182 Oklahoma City, OK 73179 RE: N722JE Attn: Joan Roberts FAA Records Search revealed the following TITLE information on the aircraft herein described. Object: Engine Make: Turbomeca Model: Arriel 2S2 Serial No.: 42286 Record Owner: FAA does not register engines by name of owner. Lien status only is subject to recordation. Subject To: The FAA advises that there is no encumbrance cross-reference card in existence for the above described engine indicating that the engine has never been encumbered within the FAA's recording system, therefore, there are No Liens of Record. This report is subject to the accuracy of the Federal Aviation Administration employees and computers in their record keeping abilities in recordation of liens regarding engines of 550 shp or over. Specifically excluded from this report are liens, security interests, or other encumbrances against engines which are not specifically noted on the engine data cards maintained by the FAA prior to September 1997, and/or on the engine serial number inquiry screen for encumbrances recorded after September 18, 1997. Page 1 of 2 Engine Ser. No. 42286 Printed: Jun 29, 20112:50 PM CONFIDENTIAL Subject to Protective Order IATS - 000133 SDNY_GM_02774238 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260878 EFTA01339506 AIRCRAFT TITLE REPORT from FAA RECORDS SEARCH Account No. Phone No. For: Insured Aircraft Title Service, Inc. Escrow Department 4848 S.W. 36th St. Oklahoma City, OK 73179 Attn: Joan Roberts Insured Aircraft Title Service, Inc. R O. BOX 1962? 409/614663 0121.91931.1A CM( OKLAHOMA ?3144 TOLL FREE PHONE 90041134-4N2 RE: N72216 This search is subject to the filings reflected on the index of collateral provided by the FAA and Insured Aircraft Title Service, Inc. assumes no responsibility as to the accuracy of said source, and does not guarantee, insure, or warrant that said FAA index is free of error. This Talc Rpon otos m include a search for heenotioil ins:Fes-is AD/ts regislered al the haernathor21Rtgistr- Report Date: 06/29/2011 7:29 a.m. Central INSURED AIRCRAFT TITLE SERVICE, INC. By A. Draper Title Examiner Page 2 of 2 Engine Ser. No. 42286 Printed: Jun 29, 2011 2:50 PM CONFIDENTIAL Subject to Protective Order IATS - 000134 SDNY_GM_02774239 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260879 EFTA01339507 International Registry Page 1 of I Home User Area Registration Area Search the Registry Foes and Payment Options Documentation and Information Arabic Chinese English French Russian Spanish EACH (Frequently Asked Questions) Contact Us Annual Statistical Report Help Log-in: Judy Hunleman Insured Aircraft Title Service, Inc. Logout r Search Registrations Informational Search ' 11103,.3ti INTERNATIONAL REGISTRY OF MOBILE ASSETS Ei Model Manufacturer's oboe, Type Matra current Registration Select Manufacturer Designator Serial Number Manufacturer List Exists 760750 El SIKORSKY S-76 HELICOPTER YES NO f the object you are seeking is not in the returned list above you may sal obtain a Priority Search Certificate as follows 1. Return to the first search screen 2. Enter the full cbyect details i.e. Manufacturer, Model Designator. Serial Number and object type. 3. Ensure that the format used is as provided by the manufacturer to the IR for similar objects. 4. Request an informational search and follow the subsequent inStrucliOns LPrionty Search II Downie ad 1 nfoetional Search Lis II rg I Cancel By entering this site you acknowledge and agree to all terms and conditions stated herein SC1 --<k-r- L_,- N tcNo Imns://www.intemationalrertistrv.aero/irWeb/naeeflows/work/Search/SearchReaistrations/refreshOotions.... 7/20/2011 CONFIDENTIAL Subject to Protective Order IATS - 000135 SDNY_GM_02774240 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260880 EFTA01339508 International Registry Home User Area Registration Area Search the Registry Fees and Payment Options Documentation and Information Arabic Chinese English French Russian Spanish FAQs (Frequently Asked Questions) Contact Us Annual Statistical Report Help Page I of 1 ei py 0 Ent 4 Search Registrations Informational Search INTERNATIONAL REGISTRY OF MOBILE ASSETS isai Manufacturer TURBOMECA -PRATT 8 VVilITNEY CANADA Log4n. Judy Hunleman Insured Aircraft Title Service. Inc. Logout Medea ManufacturedS Object Matches current Registration Designator Serial Number Type Manufacturer List Exists ARRIEL 252 42285 ENGINE NO NO PT6A SERIES 42285 ENGINE YES NO 111 This object was not found on the system. It is listed here only to allow you to request a Priority Search Certificate if you so wish. It is listed in the format provided by you. Please ensure that the formal is correct i.e. as provided by the manufacturer to the IR for similar objects. Moray Search II Downlmd Informat kraal Search Listing By entering tills site yOu acknowledge and agree to al terms and conditions stated herein Inips://www.internationalregistry.aerofirWeb/pageflows/work/Seareh/SearchRegistrations/refreshOptions.... 7/20/2011 CONFIDENTIAL Subject to Protective Order IATS - 000136 SDNY_GM_02774241 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260881 EFTA01339509 International Registry Page I or Pic' • j gem . at N-FERNATIONAL REGISTRY OF MOBILE ASSETS fl Home Search Registrations User Area Registration Area Search the Registry Informational Search Fees and Payment Options Documentation and Information Model Manufacturers Object Matches current Registration Arabic Manufacturer Designator Serial Number Typo Manufacturer List Exists Chinese TURBOMECA ARRIEL 2S2 42286 ENGINE NO NO English French PT6A WHITNEY SERIES 42286 CANADA ENGINE YES NO Russian Spanish FAOs (Frequently Asked Questions) Contact Us Annual Statistical Report Help Log-in: Judy Hunteman Insured Aircraft Title Service, Inc. Logout This object was not found on the system. It is listed here only to allow you to request a Priority Search Certificate if you so wish. It is ksted in the format provided by you. Please ensure tat the format is correct i.e. as provided by the manufacturer to the IR for similar objects. Priority Search I Download I °famed kinel Search lieu ng Cancel By entering this site you acknowledge and agree to all terms and conditions stated herein httns://omt.internationalreeistmacro/irWeb/naeellowshvork/Seareh/SearehReeistrationskeireshOntions.... 7/20/2011 CONFIDENTIAL Subject to Protective Order IATS - 000137 SDNY_GM_02774242 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260882 EFTA01339510 Disbursement Instructions & Authorization CONFIDENTIAL Subject to Protective Order IATS - 000138 SDNY_GM_02774243 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260883 EFTA01339511 Insured Aircraft Title Service, Inc. S 4848 S.W. 369 Street, Oklahoma City, OK 73179 P.O. Box 19527. Oklahoma City, OK 73144 1.800.654-4882, 405.681.6663 General Fax: 405.681.9299 CLOSING STATEMENT #obertseinquredaircra ft-corn Direct Fax: 405-682.0818 RE: N162AE, Sikorsky S76C+, sin 760472 N722JE, Sikorsky 576C++, s/n 760750 Funds Received: 6-29-11 - Aetna Inc. $ 100,000.00 6-30-11 - Freedom Air International 100,000.00 6-30-11 - Jeffrey Epstein 1,404,945.00 7-26-11 - Aetna Inc. 11,803,902.50 $ 13,408,847.50 Funds Disbursed: 7-26-11 - According to directions of Aetna $ 1,473,957.50 7-26-11 - Freedom Air International, Inc. 11,800,000.00 7-26-11- Aircraft Services Group 100,000.00 7-26-11 - IATS 9,890.00 8-5-11 - Aetna Inc. (release of holdback) 25,000.00 Total funds disbursed: S 13,408,847.50 ed Aircraft e Service, Inc. y: Joan F. Roberts, Vice Pres! Serving the Aviation Industry for over 40 years CONFIDENTIAL Subject to Protective Order IATS - 000139 SDNY_GM_02774244 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260884 EFTA01339512 escrow release Subject: escrow release From: "George Reenstra" <[email protected]> Date: 8/4/2011 3:41 PM To: "Joan Roberts' "Mike Dwyer" 'Ted Osgood" < You are currently holding 25k in escrow from the closing of Sikorsky 760472 on July 26. 2011. the purpose for the escrow has been satisfied and you may release the funds. I assume you will receive direction from Guardian Jet as to where they are to be sent . Thanks. George Reenstra Aircraft Services Group Inc 212 Route 94: Ste 2E This message has been scanned for viruses and dangerous content by MailScanner, and is believed to be clean. 1 oft 8/5/20118:17 AM CONFIDENTIAL Subject to Protective Order IATS - 000140 SDNY_GM_02774245 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260885 EFTA01339513 ..f Made Life Extension I 62AE Subject' PTE ,ade Life Extension 162AE From: Ted Osgood <[email protected]> Date: 11:39 AM To: George Reenstrall CC: Mike Dwyei Joan Roberts George and Larry Attached is a letter from Turbomeca granting a 300 hour extension to the life of the PT blades. Per the Letter Agreement between Freedom Air International Inc. and ASI Wings LLC, please ask Insured Aircraft Title Service to release the $25,000 held in escrow to Aetna. Thanks, Ted Ted Osgood Aircraft Sales Director Guardian Jet, 1.1,C 1445 Boston Post Road Guilford, CT 06437 wN\ w. mars oin c .cool This message has been scanned for viruses and dangerous content by MailScanner, and is believed to be clean. —Attachments: 0206-SP-2011 Aetna MO4 PT blade usage extension.pdf 42.7 KB 1 of I 7/28/2011 11:41 AM CONFIDENTIAL Subject to Protective Order IATS - 000141 SDNY_GM_02774246 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260886 EFTA01339514 SAFRAN USA ARRIEL 2 FT BLADE USAGE LIFE LMIT SPECIFIC EXTENSION 0206/SP/2011 SUBJECT REQUEST FOR: LIFE UMIT EXTENSION ON FT BADES SET SINo 49 CUSTOMER Company Mina I Request Dale 26 kly 2011 AIRCRAFT RemWebon N162AE Type'. S-76C. €LINE • Version 1 Variant: Mid 2S1 Engine Sffil • 20040 TSN :5602.4 I TSO: 2891.6 I TSR:N/A GENERAL INFORMATION :• : Sill TSN TSO I TSR Modulo 1 : 0040 Module 2: 00703TEC Mockie 3 0040 I Module 4. 0040 6682 4 2891 6 I 2891.6 Mock* 5: 0I477TEC I REASON FORREEMEST - lithe T.- . • .1.:. ''t i . III:I./. Customer is requestng TOO extensmi due to the letweing reasons To ago rrainleronce 36005 (blade terbee due to use WM wei TOO of the module as cicemy as posmie Comments . Expansian of use Suit of the PT blades to 7000 Ms is being vaadated and will be issued Shortly. at that true this concession is obscene, ANALYSIS CONCLUSION -.,)etti.• . - . pt. - - - • s .. V.:WSW:4 Using the plasmas, provided to TUROOMECA by Moto Aviation Inc and the subsequent analysis performed by TURBO/SECA TUROOMECA considers that the mooned information does not prevent Aetna from flying with an extension of 300 hours on Power Turbine Blades SIN 49 fora revised Usage Limit of 6300 hours The extension, issued in accordance with EASA Part 21, Subpart J Design °ionization Approval EASA 2IJ 070, **stied le the allowing preliminary chocks and se specific maintenanCtipmgrarn PRELIMMARYCHEM - -7,.,...... _ e The taming checks must be ocefemed on this enema havmg a T6O eAtosISMa (Men ticked)' O Cheek for abnormal noose on crank engine cold and tarn° the engine rundoan. 0 Engine vibabon check. O Engine CerfOrmanCeChee4 0 Compressor er03.3.1. 0 Rear Deanne permehheay 0 acco=0:40, 0 SOAP analysis. 0 Engine .mdown time The thane resists MAI be noted done in sawn 'E' cd the logbook of te concerned engine. Please mum the Checks rotes to lye extension wrier. My anomaly resulting horn these chocks cancels the extesion. ENR0700 EN Page 1 of 2 AV Inlonnollat aid au appeals. ea IN • dominos( a,. lib...Only@ 'roped/ a r CONFIDENTIAL Subject to Protective Order IATS - 000142 SDNY_GM_02774247 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA _002608117 EFTA01339515 -a, SAFRAN tarn:Aim a I IcA ARRIEL 2 FT BLADE USAGE LIFE LIMIT SPECIFIC EXTENSION 0206/SP/2011 (Cont.) SPECIFIC PREVENTIVE MAINTENANCE PROGRAM The following Checks/Tasks must be pealonned on this engine having a TOO erlensisn (Wien Sicked). O Check for abnorma ogee on crank engine cold and doing the engine undo*, aver the last light of the day O Ergne vibrabon amok every hours O Engine performance Ova every bass o Congener erosion every hours O Row bearing pwineablity (if applicable) ta SOAP analysis every 100 hours O Engine rundown erne I daily. El Check for be; demon in the a every toss CI Charadenno chea 01 the fuel coned system every hours. O Inspection of magnetic plugs every hours. CI Daily check kir a teaks every hours (a Comply Mg the agatiatte Arad Maatenance Manual program My anomaly found dunng this preventwe mcentenance program or any event octants? sag the sine 01 the extension must be reported to TURBOMECA It temporarily slops the extension. The extension must be re-confirmed by a 71JRBOMECA approval. Evidently the instructions given in TURSOMECA approved documentation are still applicable throughout the °sabot, of this extension (including but not fl ed to Mantenanoa Marva Service Bulletins. Service Letters. . ) EXTENSION CANCELLATION CONDfTIONS' This extension will immediately be cancelled for any of the knowing reasons - return of the equgnent(s) to a Repair Centre. - 4 his extension given by Turtoneca and the (tracks resifts enc.:Rated - in section V of the logbook of the concerned engine - AND on fie log card of tie concerned component • he MA We Of eV T90 of a component has been exceeded Maintenance Marna° • Any event. anomaly or pail removal. must be reported to Turbomoca. confirmed by a Tutomoca apaorat • Transfer of Ownersh0 or operator prior to or dorm the extension - charge of us:mating airframe This extension we invnedately be anoNal for any of the folororg reasons 0 Maintenance Manual update. 0 this use knit extension is canceled il an activity report rs not transmitted O Change of type of operation or activity area prior to or during Me 0 Change of engine configuration (example . rooglar granges). O Change of rreintencnoe procedure or maintenance centre O End of contract actmty. O GB classified 2.2 to 2.5 is (are) not embodied are not noted down : doing the peed el this extension (refer to the Chapter 5 of the It temporanly stops the extension. The extension must be re. Wen Mud) to ruffle' every 6 months a 100 how. extension. t• WanUETURWITFiagiri.r .! - c -, ,, TECHNICALSUF00RT ENGINEERING MANAGER APPROVAL Extension writer name :Steven M. Ponlicelli r . i al Signature: :AP" y Name'. Francis flatfeet fi ......A°.:.-• - :‘,.. Signature ' ENR0700_EN Page 2012 inicenstb• rag risto Appearing et INS examen an env offigislof pooptly Of TURBOYECA. AlrypNe use of WO lolonnalkof G. sofl ow* is setisce to prior wins wok TURSOILCA Tiebeenne San Betas - keit* - Ptcm •33 eir. 39 1730 OD - 41(0)5 SOS] is *2 or CONFIDENTIAL Subject to Protective Order IATS - 000143 SIDNYGM_02 774248 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260888 EFTA01339516 funds to atty escrow Subjett• -ids to atty escrow From: "George Reenstra" Date: 1:13 PM To: CC: "Michaels Eric J." "Rohrberger, Robert 1." 100k disbursement from closing of Sikorsky 760750. Please wire the funds reference the info below. Send me a confirmation. thanks George Reenstra Aircraft Services Group Inc 212 Route 94, Ste 2E 1110 Email: qeoreeavouriet cam From: Michaels, Eric ). (mailto Sent: Tuesday, July 26, 2011 2:03 PM To: Jonathan Parker; George Reenstra; Rohrberger, Robert ). Subject: FW: This is what I will be sending Jon Parker when you tell me Jon and George: This is the trust account wire instructions. The client number and matter number we have is Aircraft Services Group. Inc 017651 Loan Restructuring 00008 You should let me have a head's up when the money is wired so that I can alert the wire desk Thanks Eric J Michaels. Esq. Attorney at Law MILD LLP (New Jersey) (New York) From: Cordi, Maryann Sent: Tuesday, July 26, 2011 1:52 PM To: Michaels, Eric J. Subject: This is what I will be sending Jon Parker when you tell me 1 012 7/26/2011 1:17 PM CONFIDENTIAL Subject to Protective Order IATS - 000144 SDNv_Gm_o2774249 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260889 EFTA01339517 funds to atty escrow Rose' 'Ind Attorney Trust Account: Please provide the following to the Party who is transferring funds: 1. Valley National Bank Address: I Passaic Avenue Fairfield, NJ 07004 2. Wires ABA Number: 3. Account Number- Fox Rothschild LLP - Attorney Trust Account 4. For credit to: **please reference the Client/Matter Number Maryann Cordi Legal Administrative Assistant to Eric J. Michaels and Todd A. Palo Fox Rothschild. LLP 75 Eisenhower Parkway Roseland, NJ 07068 email - ATTENTION: IRS CIRCULAR 230 DISCLOSURE: Pursuant to Treasury Regulations, any tax advice contained in this communication (including any attachments) is not intended or written to be used, and cannot be used or relied upon by you or any other person, for the purpose of (i) avoiding penalties under the Internal Revenue Code, or (ii) promoting, marketing or recommending to another party any tax advice addressed herein. ------------------------------ This e-mail contains PRIVILEGED AND CONFIDENTIAL INFORMATION intended only for the use of the Individual(s) named above. If you are not the intended recipient of this e-mail, or the employee or agent responsible for delivering this to the intended recipient, you are hereby notified that any dissemination or copying of this e-mail is strictly prohibited. If you have received this e-mail in error, please immediately notify us by telephone at (215)-299-2167 or notify us by e-mail at [email protected]. Also, please mail a hardcopy of the e-mail to Fox Rothschild LLP, 2000 Market Street, Philadelphia PA 19103-3222 via the U.S. Postal Service. We will reimburse you for all expenses incurred. Thank you. This message has been scanned for viruses and dangerous content by MailScanner and is believed to be clean. 2 of 2 7/26/2011 1:17 PM CONFIDENTIAL Subject to Protective Order IATS - 000145 SDNY_GM_02774250 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260890 EFTA01339518 v) C cz m C)2 m 0 m Escrow Report Registration Nbr Serial Nbr Reference Escrow Agent - 0 162AE AETNA INC JR 70 Prom/To Transaction Data Amoautt Is Amount Out 0 IBC WIRE - AETNA INC 6/29/2011 5100,000.00 H IBC WIRE - FREEDOM AIR INTERNATIONAL INC 6/30/2011 5100,000.00 M IBC WIRE-JEFFREY EPSTCN 7252011 51,404,945.00 n IBC WIRE • AETNA INC OPERATING 706001! 511.803.902.50 H IBC WIRE - FREEDOM AIR INTERNATIONAL INC 7262011 SI 1,800,000.00 C IBC WIRE- AETNA INC OPERATING 7/260011 $1,373,957.50 17 1 IBC WIRE - BK AMER NYC 7/2692011 trA4 4#4- 14) C 5100,000.00 0 IBC WIRE- AIRCRAFT SERVICES GROUP NC 017651 7/292011 ,4 sa —5100,000.00 xi Co IBC WIRE - AETNA NC OPERATING 8/ 52011 525,000.00 0 171 °. -co n IBC C1(9203901ATS IBC C1(920391 IATS 7/29/2011 712W2011 59,410,00 5480.00 7J 5 I °talc SI3.408.847 50 $13,408847.50 '0 > 2.3 g Balance 50.00 (1) O -C 1-s to ul To CU t ); Tuesday, November 29, 2011 Page 1 of I V - I 0_ Nn CO EFTA01339519 CLOSING SETTLEMENT STATEMENT - SELLER Sikorsky S76C+, S/N 760472, N162AE SELLER ASI Wings LLC Selling Price $1,500,000.00 Money Received by Seller in Advance of Closing BUYER Freedom Air International inc Purchase Price $1,500,000.00 Money Paid by Buyer in Advance of Closing Deposit Rcvd (Deposit nem in escrow) $100,000.00 Deposit Sent $100,000.00 Total Money received in escrow $100,000.00 Sellers Additional Fees/Adjustments Funds Retained in Escrow ($25.000.00) Guardian Jet Commission ($100,000.00) Total Money in escrow $100,000.00 Buyers Additional Fees/Adjustments 1/2 of Escrow Fee (51.042 50) 1/2 of Escrow Fee $1.042.50 Total Sellers Adjustments ($126.042.50) Total Buyers Adjustments $1.042.50 Pre-Closing Summary Pre-Closing Summary Sale Price $1,500,000.00 Sale Price $1,500,000.00 Total Money Received in escrow ($100.000.00) Total Sellers Adjustments ($126.042.50) Total Buyers Adjustments $1,042.50 Proceeds Due at Closing $1,373,957.50 Amount Due at Closing $1,401,042.50 CLOSING FUNDS IN ESCROW Buyer's Deposit $100,000.00 Due from Buyer at Closing $1,401,042.50 Total Funds $1,501,042.50  OUTGOING FUNDS (Via Separate Wires from Escrow) Proceeds Due to Setter' $1,373,957.50 Funds to be held in escrow per Letter Agreement $25,000.00 Insured Aircraft Title Service $2,085.00 Guardian Jet $100,000.00 Total Distributed $1,501,042.50  NOTES: Proceeds we be pate to Sae( yia the to tructicns enacted ASI Wings LLC Signature Date Printed Name CONFIDENTIAL Subject to Protective Order IATS - 000147 SDNY_GM_02774252 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260892 EFTA01339520 CLOSING SETTLEMENT STATEMENT - SELLER Sikorsky S76C++, SIN 760750, N722JE SELLER Freedom Air International Inc Selling Price $11,900,000.00 BUYER ASI Wings LLC Purchase Price $11,900.000.00 Money Received by Seller in Advance of Closing Money Paid by Buyer in Advance of Closing Deposit Rcvd (Deposit held in escrow) Total Money received in escrow $100.000.00 $100,000.00 Sellers Additional Fees/Adjustments 1/2 of Escrow Fee ($3,902.501. Total Sellers Adjustments ($3.902.50) Deposit Sent Total Money in escrow $100,000.00 $100,000.00 Buyers Additional Fees/Adjustments 12 of Escrow Fee $8902.50 Total Buyers Adjustments $3,902.50 Pre-Closing Summary Pre-Closing Summary Sale Price $11.900.000 00 Sale Price $11,900,000.00 Total Money Received in escrow ($100,000.00) Total Sellers Adjustments ($3,902.50) Total Buyers Adjustments $3.902.50 Proceeds Due at Closing $11,898,097.50 Amount Duo at Closing $11,803,902.50 CLOSING FUNDS IN ESCROW Buyers Deposit $100,000.00 Due from Buyer at Closing $11,803.902.50 Total Funds $11,903,902.50  OUTGOING FUNDS (Via Separate Wires from Escrow) Proceeds Due to Seller' $11,896,097.50 Insured Aircrraft Title Service $7,805.00 Total Distributed $11,903,902.50  NOTES: ' Proceeds vall be paid to serer via the instructions attached ASI Wings LLC Signature Date Printed Name CONFIDENTIAL Subject to Protective Order IATS - 000148 SDNY_GM_02774253 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260893 EFTA01339521 S722jF Subject: N722JE From: Darren Indyke Date: 9:30 AM To: loan Roberts Joan, In connection with the anticipated closing today of Freedom Air International, Inc.'s sale to ASI Wings LLC of N7223E, I have provided below wire transfer instructions for the purchase price to be wired to Freedom Air International, Inc. upon closing. Wire Transfer instructions to Freedom Air: Bank: ase ABA U: Account name: Freedom Air International, Inc. Account U: Sincerely, Darren K. Indyke Darren K. Indyke, PLLC 301 Cast 66th Street, 10B New York, New York 10065 The information contained in this communication is confidential, may be attorney-client privileged, and is intended only for the use of the addressee. It is the property of Darren K. Indyke, PLLC. Unauthorized use, disclosure or copying of this communication or any part thereof is strictly prohibited and may be unlawful. If you have received this communication in error, please notify us immediately by return e-mail, and destroy this communication and all copies thereof, including all attachments. Copyright of Darren K. Indyke, PLLC - 0 2011 Darren K. Indyke, PLLC - All rights reserved. This message has been scanned for viruses and dangerous content by MailScanner, and is believed to be clean. loll 7/26/20119:31 AM CONFIDENTIAL Subject to Protective Order IATS - 000149 SDNY_GM_02774254 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260894 EFTA01339522 Re: Closing Call Information for Tomorrow Subject: Re: Closing Call Information for Tomorrow From: Darren Indyke Date: 11:03 AM To: Joan Roberts Confirmed. Darren K. Indyke Darren K. Indyke, PLLC 301 East 66th Street, 108 New York, New York 10065 The information contained in this communication is confidential, may be attorney-client privileged, and is intended only for the use of the addressee. It is the property of Darren K. Indyke, PLLC. Unauthorized use, disclosure or copying of this communication or any part thereof is strictly prohibited and may be unlawful. If you have received this communication in error, please notify us immediately by return e-mail, and destroy this communication and all copies thereof, including all attachments. Copyright of Darren K. Indyke, PLLC - © 2011 Darren K. Indyke, PLLC — All rights reserved. On Jul 26, 2011, at 11:12 AM, Joan Roberts wrote: Correction, please confirm that at closing from the sale proceeds I should withhold $100,000.00 as Aircraft Services Group's commission and wire the balance of $11,800,000.00 to the Freedom Air account. This will confirm that I received the amount of the escrow fees in the wire received from Jeffrey Epstein. Joan Roberts Vice President Insured Aircraft Title Service, Inc. 4848 S.W. 36th Street Oklahoma City, OK 73179 1 of 4 7/26/2011 11:05 AM CONFIDENTIAL Subject to Protective Order IATS - 000150 SDNY_GM_02774255 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260895 EFTA01339523 Re: Closing Call Information for Tomorrow On 7/26/2011 10:06 AM, Joan Roberts wrote: Darren - Please confirm that from the $11,900,000.00 sale proceeds on N722JE, Sikorsky S76C++, s/n 760750, I am authorized to withhold $3,902.50 for 1/2 of the escrow fees and also $100,000.00 as commission for Aircraft Services Group/George Reenstra and wire the balance ($11,796,097.50) to the account of Freedom Air International, Inc. in accordance with the instructions you previously provided to me. Joan Roberts Vice President Insured Aircraft Title Service, Inc. 4848 S.W. 36th Street Oklahoma City, OK 73179 www.insuredaircraft.com On 7/26/2011 9:53 AM, Darren Indyke wrote: ok by me. Darren K. Indyke Darren K. Indyke, PLLC 301 East 66th Street, 106 The information contained in this communication is confidential, may be attorney-client privileged, and is intended only for the use of the addressee. It is the property of Darren K. Indyke, PLLC. Unauthorized use, disclosure or copying of this communication or any part thereof is strictly prohibited and may be unlawful. If you have received this communication in error, please notify us immediately by return e-mail, and 2 of 4 7/26/2011 11:05 AM CONFIDENTIAL Subject to Protective Order IATS - 000151 SDNY_GM_02774256 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260896 EFTA01339524 Re: Closing Call Information for Tomorrow de >troy this communication and all copies thereof, including all attachments. Copyright of Darren K. Indyke, PLLC - C) 2011 Darren K. Indyke, PLLC — All rights reserved. **•******* On Jul 26, 2011, at 10:49 AM, Ted Osgood wrote: All We are very close, but need another hour. We would like to reschedule the call for 1200 EST using the call in information below. Ted Osgood Guardian let From: Ted Osgood Sent: Monday, July 25, 2011 03:29 PM To: Black, Joseph C Keating, Joh Cc: Mike Mikolay; Mike Dwyer Subject: Closing Call Information for Tomorrow arcroft, Coreen Anthony J Jap Irena Damnjano >; George Reenstra onya Butler Joan Robe In anticipation of closing on 162AE and 722JE tomorrow morning at 10:00 AM EST, below is a conference call in number. As of right now, the outstanding issues are: 1) IR registration for Freedom Air; IATS thinks this will be done today 2) Funds from both ASI and Freedom Air 3) A letter agreement, between ASI, Freedom and IATS, concerning post closing obligations from the pre buy inspection and Turbomeca letter issues, assuming all parties are in agreement over the course of action I proposed earlier today. Call in information: 3 of 4 7/26/2011 11:05 AM CONFIDENTIAL Subject to Protective Order IATS - 000152 SDNY_GM_02774257 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260897 EFTA01339525 Re: Closing Call Information for Tomorrow 'red Osgood Aircraft Sales Director Guardian Jet, I.I.0 1445 Boston Post Road Guilford, CT 06437 www.Guardiankt.com This message has been scanned for viruses and dangerous content by MailScanner, and is believed to be clean. This message has been scanned for viruses and dangerous content by MailScanner. and is believed to be clean. This message has been scanned for viruses and dangerous content by MailScanner and is believed to be clean. or4 7/26/2011 11:0S AM CONFIDENTIAL Subject to Protective Order IATS - 000153 SDNY_GM_02774258 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260898 EFTA01339526 .ASI WINGS, LLC 151 Farmington Avenue Hartford, Connecticut 06156 July 26, 2011 Freedom Air International, Inc. 103 Foulk Road, Suite 202 Wilmington, DE 19803 Attn: Darren K. Indyke Insured Aircraft Title Service, Inc. 4848 S.W. 361" Street Oklahoma City, OK 73179 Attn: Joan Roberts, Vice President Re: Sikorsky S-76C Helicopter, Manufacturer's Serial No. 760472, U.S. Registration No. N162AE and Two (2) Turbomeca Arriel 2S1 Engines Bearing Manufacturer's Serial Nos. 20040 and 20533 TEC Ladies and Gentleman: Reference is hereby made to that certain Aircraft Purchase Agreement dated as of July 18, 2011, between ASI Wings, LLC, as Seller, and Freedom Air International, Inc., as Purchaser, and under and pursuant to which Insured Aircraft Title Service, Inc. is serving as the Escrow Agent (the "Escrow Agent"). Capitalized terms used herein shall have the meanings assigned to said terms in the above-described Aircraft Purchase Agreement (the "Purchase Agreement"). Pursuant to the Purchase Agreement, Purchaser is placing a total purchase price of $1,500,000.00 with the Escrow Agent, consisting of a deposit of $100,000.00 previously placed with the Escrow Agent and a Purchase Price Balance of $1,400,000.00 being placed with the Escrow Agent by wire transfer prior to the Closing. The primary purpose of this letter agreement is to provide that $25,000.00 of the Purchase Price Balance which would otherwise be distributed to the Seller at the Closing shall, instead, be retained by the Escrow Agent (the "$25,000.00 Retained Funds"), and shall subsequently be distributed by the Escrow Agent in accordance with the provisions of this Letter Agreement. CONFIDENTIAL Subject to Protective Order IATS - 000154 SDNY_GM_02774259 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002 60599 EFTA01339527 Freedom Air International, Inc. Insured Aircraft Title Service, Inc. July 26, 2011 Page 2 With respect to the above, Seller is awaiting a letter from Turbomeca S.A. (hereinafter "Turbomeca") stating that Turbomeca will extend the life of the pressure turbine blades in Module M04 of engine no. 1 (MSN 20040) by 300 hours or more. With respect to the above, the parties understand and agree that the S25,000.00 Retained Funds will be retained in escrow by the Escrow Agent until the earliest of the following occurs, when the Escrow Agent shall take the action indicated: (1) If Turbomeca provides the letter to Seller, with a copy to Purchaser, stating that Turbomeca will extend the life of the pressure turbine blades in Module M04 of engine no. 1 by 300 hours or more, in which event Escrow Agent shall immediately wire the $25,000.00 Retained Funds to Seller in accordance with the wire instructions previously provided by Seller to Escrow Agent; (2) If Turbomeca produces a service letter applicable to all Arriel 2S1 engines stating that the pressure turbine blades in all such engines have been granted an extension of said engines' life limit of 300 hours or more, in which event Escrow Agent shall immediately wire the $25,000.00 Retained Funds to Seller in accordance with the wire instructions previously provided by Seller to Escrow Agent; or (3) If the date of September 30, 2011 arrives and neither item (1) nor (2) above has occurred, in which event the $25,000.00 Retained Funds shall be immediately wired by Escrow Agent to Purchaser in accordance with wire instructions previously provided by Purchaser to Escrow Agent. If the $25,000.00 Retained Funds are wired by Escrow Agent to Purchaser in accordance with this item (3), then Seller shall have no further responsibility or liability to Purchaser with respect to extending the life of the above described pressure turbine blades and Purchaser shall not pursue Seller for any other remedies with respect thereto. Any signatures on this letter agreement may be transmitted via facsimile or e-mail (in pdf format), which signatures shall be deemed originals for all purposes. This letter agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original but all of which shall together constitute one and the same instrument. CONFIDENTIAL Subject to Protective Order IATS - 000155 SDNY_GM_02774260 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 0026[1900 EFTA01339528 Freedom Air International, Inc. Insured Aircraft Title Service, Inc. July 26, 2011 Page 3 If each of you concur with the above and foregoing provisions of this letter agreement, please acknowledge your approval by signing in the spaces provided below. Sincerely yours, ASI WINGS, LLC By: AETNA INC., Managing Member By: Name: Title: The above letter agreement dated July 26, 2011, is hereby approved and agreed to by each of the following: PURCHASER: FREEDOM AIR INTERNATIONAL, INC. By: Name: Title: ESCROW AGENT: INSURED AIRCRAFT TITLE SERVICE, INC. 570399:00136 CONFIDENTIAL Subject to Protective Order IATS - 000156 SDNY_GM_02774261 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002 6090 I EFTA01339529 Freedom Air International, Inc. Insured Aircraft Title Service, Inc. July 26, 2011 Page 3 If each of you concur with the above and foregoing provisions of this letter agreement, please acknowledge your approval by signing in the spaces provided below. Sincerely yours, ASI WINGS, LLC By: AETNA INC., Managing Member By: Name: Title: The above letter agreement dated July 26, 2011, is hereby approved and agreed to by each of the following: PURCHASER: FREEDOM AIR INTERNATIONAL, INC. By"A::::CLA-4-g-,-‘- V asag-C._. Name: --Ogrir-t•-• ff:e- Title: V; c_c_ Pre ceke ESCROW AGENT: INSURED AIRCRAFT TITLE SERVICE, INC. By: Name: Title: 570399:00136 CONFIDENTIAL Subject to Protective Order IATS - 000157 SDNY_GM_02774262 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002 60902 EFTA01339530 ASI Wings LLC 151 Farmington Avenue, RT32 Hartford, CT 06156 July 26, 2011 Freedom Air International, Inc. 103 Foulk Road, Suite 202 Wilmington, Delaware 19803 Attn: Darren K. Indyke Re: Sikorsky S-76C Helicopter, Manufacturer's Serial No. 760472, U.S. Registration No. N162AE and Two (2) Turbomeca Arriel 2S1 Engines Bearing Manufacturer's Serial Nos. 20040 and 20533TEC Ladies and Gentlemen: Reference is made to the Aircraft Purchase Agreement dated as of July 18, 2011, between ASI Wings LLC, as Seller and Freedom Air International, Inc. as Purchaser (the "Agreement"). Capitalized terms used herein shall have the meanings assigned to said terms in the Agreement. The primary purpose of this letter agreement is to modify Section 3(d) of the Agreement, which provides for Seller's obligation to correct the Inspection Discrepancies identified in the Inspection Report on or before the Completion Deadline at Seller's sole cost and expense. Notwithstanding the language of Section 3(d) the Agreement, Purchaser and Seller hereby agree that the sole discrepancies to be corrected are those described in Schedule I attached hereto, and that said discrepancies will not be corrected until after the Closing. Schedule I attached hereto includes written estimates of the costs to repair certain of the discrepancies noted. Purchaser and Seller further agree that the total costs which Seller shall incur in repairing the discrepancies noted in Schedule I shall not exceed the sum of $20,000.00, and that any repair costs in excess of said limit of $20,000.00 shall solely be the obligation of Purchaser. Any signature on this letter agreement may be transmitted via facsimile or email (in pdf format), which signatures shall be deemed originals for all purposes. This letter agreement may be executed in any number of counterparts and by the parties hereto on separate counterparts, each CONFIDENTIAL Subject to Protective Order IATS - 000158 SDNY_GM_02 774263 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260903 EFTA01339531 Freedom Air International, Inc. July 26, 2011 Page 2 of which counterparts when executed and delivered shall be an original but all of which shall together constitute one and the same instrument. If you concur with the above and foregoing provisions of this letter agreement, please acknowledge your approval by signing in the spaces below. ASI WINGS, LLC By: Aetna Inc., Managing Member By: Name: Title: )vok- fi torale,arreTal The above letter agreement dated July 26, 2011, is hereby approved and agreed to by: FREEDOM AIR INTERNATIONAL, INC. By: Name: Title: 570402:00136 CONFIDENTIAL Subject to Protective Order IATS - 000159 SDNY_GM_02774264 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260904 EFTA01339532 Freedo.n Air International, Inc. July 26, 2011 Page 2 of which counterparts when executed and delivered shall be an original but all of which shall together constitute one and the same instrument. If you concur with the above and foregoing provisions of this letter agreement, please acknowledge your approval by signing in the spaces below. AS1 WINOS, LLC By: Aetna Inc., Managing Member By: Name: Title: The above letter agreement dated July 26, 2011, is hereby approved and agreed to by: FREEDOM AIR INTERNATIONAL, INC. By: • Name: a vv-c • IL Title: C ✓ecida 570402.00136 CONFIDENTIAL Subject to Protective Order IATS - 000160 SDNY_GM_02774265 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002 60905 EFTA01339533 SCHEDULE 1 to LETTER AGREEMENT N162AE 1. Number 215 gage failed to self test. Engine gage needs replacing ($1,200 to $3,000]. 2. Engine exhaust ejectors need welding ($2,000 + $1,600 if nutplates/clips need replaced as well]. 3. HEI.OTRAC needs updating, AAG has estimated 10 hours to complete this if Aetna maintenance personnel are unable to accomplish, $110.00 per hour shop rate ($1,100]. 4. Left-hand main wheel assembly needs to be changed, spare wheel assembly is located at AAG currently and ready to be installed [Aetna sent part, AAG to provide labor]. CONFIDENTIAL Subject to Protective Order IATS - 000161 SDNY_GM_02774266 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002 60906 EFTA01339534 AST Wings LLC 151 Farmington Avenue, 11132 Hartford, CT 06156 July 26, 2011 Freedom Air International, Inc. 103 Foulk Road, Suite 202 Wilmington, Delaware 19803 Ann: Darren K. Indyke Re: Sikorsky S-76C Helicopter, Manufacturer's Serial No. 760472, U.S. Registration No. N162AE and Two (2) Turbomeca Arriel 251 Engines Bearing Manufacturer's Serial Nos. 20040 and 20533TEC Ladies and Gentlemen: Reference is made to the Aircraft Purchase Agreement dated as of July 18, 2011, between ASI Wings LLC, as Seller and Freedom Air International, Inc. as Purchaser (the "Agreement"). Capitalized terms used herein shall have the meanings assigned to said terms in the Agreement. The primary purpose of this letter agreement is to modify Section 3(d) of the Agreement, which provides for Seller's obligation to correct the Inspection Discrepancies identified in the Inspection Report on or before the Completion Deadline at Seller's sole cost and expense. Notwithstanding the language of Section 3(d) the Agreement, Purchaser and Seller hereby agree that the sole discrepancies to be corrected are those described in Schedule 1 attached hereto, and that said discrepancies will not be corrected until after the Closing. Schedule 1 attached hereto includes written estimates of the costs to repair certain of the discrepancies noted. Purchaser and Seller further agree that the total costs which Seller shall incur in repairing the discrepancies noted in Schedule I shall not exceed the sum of $20,000.00, and that any repair costs in excess of said limit of $20,000.00 shall solely be the obligation of Purchaser. Any signature on this letter agreement may be transmitted via facsimile or email (in pdf format), which signatures shall be deemed originals for all purposes. This letter agreement may be executed in any number of counterparts and by the parties hereto on separate counterparts, each CONFIDENTIAL Subject to Protective Order IATS - 000162 SDNY_GM_02774267 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_00260907 EFTA01339535 Freedom Air International, Inc. July 26, 2011 Page 2 of which counterparts when executed and delivered shall be an original but all of which shall together constitute one and the same instrument. If you concur with the above and foregoing provisions of this letter agreement, please acknowledge your approval by signing in the spaces below. ASI WINGS, LLC By: Aetna Inc., Managing Member By: Name: Title: The above letter agreement dated July 26, 2011, is hereby approved and agreed to by: FREEDOM AIR INTERNATIONAL, INC. 570402:00136 CONFIDENTIAL By: Name: Title: avvr..4". IC. 3 et.. &eel Subject to Protective Order IATS - 000163 SDNYGM_02 774268 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_00260908 EFTA01339536 SCHEDULE 1 to LETTER AGREEMENT N162AE 1. Number 2 T5 gage failed to self test. Engine gage needs replacing [$1,200 to $3,000]. 2. Engine exhaust ejectors need welding [$2,000 + $1,600 if nutplates/clips need replaced as well]. 3. HELOTRAC needs updating, AAG has estimated 10 hours to complete this if Aetna maintenance personnel arc unable to accomplish, $110.00 per hour shop rate [$1,100]. 4. Left-hand main wheel assembly needs to be changed, spare wheel assembly is located at AAG currently and ready to be installed [Aetna sent part, AAG to provide labor]. CONFIDENTIAL Subject to Protective Order IATS - 000164 SDNY_GM_02774269 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002 60909 EFTA01339537 ASI WINGS, LLC 151 Farmington Avenue Hartford, Connecticut 06156 July 26, 2011 Freedom Air International, Inc. 103 Foulk Road, Suite 202 Wilmington, DE 19803 Attn: Darren K. Indyke Insured Aircraft Title Service, Inc. 4848 S.W. Street Oklahoma City, OK 73179 Attn: Joan Roberts, Vice President Re: Sikorsky S-76C Helicopter, Manufacturer's Serial No. 760472, U.S. Registration No. N162AE and Two (2) Turbomeca Arriel 2S1 Engines Bearing Manufacturer's Serial Nos. 20040 and 20533 TEC Ladies and Gentleman: Reference is hereby made to that certain Aircraft Purchase Agreement dated as of July 18, 2011, between ASI Wings, LLC, as Seller, and Freedom Air International, Inc., as Purchaser, and under and pursuant to which Insured Aircraft Title Service, Inc. is serving as the Escrow Agent (the "Escrow Agent"). Capitalized terms used herein shall have the meanings assigned to said terms in the above-described Aircraft Purchase Agreement (the "Purchase Agreemenr). Pursuant to the Purchase Agreement, Purchaser is placing a total purchase price of $1,500,000.00 with the Escrow Agent, consisting of a deposit of $100,000.00 previously placed with the Escrow Agent and a Purchase Price Balance of $1,400,000.00 being placed with the Escrow Agent by wire transfer prior to the Closing. The primary purpose of this letter agreement is to provide that $25,000.00 of the Purchase Price Balance which would otherwise be distributed to the Seller at the Closing shall, instead, be retained by the Escrow Agent (the "$25,000.00 Retained Funds"), and shall subsequently be distributed by the Escrow Agent in accordance with the provisions of this Letter Agreement. CONFIDENTIAL Subject to Protective Order IATS - 000165 SDNY_GM_02774270 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002609 10 EFTA01339538 Freedom Air International, Inc. Insured Aircraft Title Service, Inc. July 26, 2011 Page 2 With respect to the above, Seller is awaiting a letter from Turbomeca S.A. (hereinafter "Turbomeca") stating that Turbomeca will extend the life of the pressure turbine blades in Module M04 of engine no. 1 (MSN 20040) by 300 hours or more. With respect to the above, the parties understand and agree that the $25,000.00 Retained Funds will be retained in escrow by the Escrow Agent until the earliest of the following occurs, when the Escrow Agent shall take the action indicated: (1) If Turbomeca provides the letter to Seller, with a copy to Purchaser, stating that Turbomeca will extend the life of the pressure turbine blades in Module M04 of engine no. 1 by 300 hours or more, in which event Escrow Agent shall immediately wire the $25,000.00 Retained Funds to Seller in accordance with the wire instructions previously provided by Seller to Escrow Agent; (2) If Turbomeca produces a service letter applicable to all Arriel 2S1 engines stating that the pressure turbine blades in all such engines have been granted an extension of said engines' life limit of 300 hours or more, in which event Escrow Agent shall immediately wire the $25,000.00 Retained Funds to Seller in accordance with the wire instructions previously provided by Seller to Escrow Agent; or (3) If the date of September 30, 2011 arrives and neither item (1) nor (2) above has occurred, in which event the $25,000.00 Retained Funds shall be immediately wired by Escrow Agent to Purchaser in accordance with wire instructions previously provided by Purchaser to Escrow Agent. If the $25,000.00 Retained Funds are wired by Escrow Agent to Purchaser in accordance with this item (3), then Seller shall have no further responsibility or liability to Purchaser with respect to extending the life of the above described pressure turbine blades and Purchaser shall not pursue Seller for any other remedies with respect thereto. Any signatures on this letter agreement may be transmitted via facsimile or e-mail (in pdf format), which signatures shall be deemed originals for all purposes. This letter agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original but all of which shall together constitute one and the same instrument. CONFIDENTIAL Subject to Protective Order IATS - 000166 SDNY_GM_02774271 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002609 I I EFTA01339539 ASI WINGS, LLC 151 Farmington Avenue Hartford, Connecticut 06156 July 26, 2011 Freedom Air International, Inc. 103 Foulk Road, Suite 202 Wilmington, DE 19803 Attn: Darren K. Indyke Insured Aircraft Title Service, Inc. 4848 S.W. 36m Street Oklahoma City, OK 73179 Attn: Joan Roberts, Vice President Re: Sikorsky S-76C Helicopter. Manufacturer's Serial No. 760472, U.S. Registration No. N162AE and Two (2) Turbomeca Arriel 2S1 Engines Bearing Manufacturer's Serial Nos. 20040 and 20533 TEC Ladies and Gentleman: Reference is hereby made to that certain Aircraft Purchase Agreement dated as of July 18, 2011, between ASI Wings, LLC, as Seller, and Freedom Air International, Inc., as Purchaser, and under and pursuant to which Insured Aircraft Title Service, Inc. is serving as the Escrow Agent (the 'Escrow Agent"). Capitalized terms used herein shall have the meanings assigned to said terms in the above-described Aircraft Purchase Agreement (the "Purchase Agreement"). Pursuant to the Purchase Agreement, Purchaser is placing a total purchase price of $1,500,000.00 with the Escrow Agent, consisting of a deposit of $100,000.00 previously placed with the Escrow Agent and a Purchase Price Balance of $1,400,000.00 being placed with the Escrow Agent by wire transfer prior to the Closing. The primary purpose of this letter agreement is to provide that $25,000.00 of the Purchase Price Balance which would otherwise be distributed to the Seller at the Closing shall, instead, be retained by the Escrow Agent (the '525,000.00 Retained Funds"), and shall subsequently be distributed by the Escrow Agent in accordance with the provisions of this Letter Agreement. CONFIDENTIAL Subject to Protective Order IATS - 000167 SDNv_Grd_o2774272 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260912 EFTA01339540 Freedom Air International, Inc. Insured Aircraft Title Service, Inc. July 26, 2011 Page 2 With respect to the above, Seller is awaiting a letter from Turbomeca S.A. (hereinafter "Turbomeca") stating that Turbomeca will extend the life of the pressure turbine blades in Module M04 of engine no. 1 (MSN 20040) by 300 hours or more. With respect to the above, the parties understand and agree that the $25,000.00 Retained Funds will be retained in escrow by the Escrow Agent until the earliest of the following occurs, when the Escrow Agent shall take the action indicated: (1) If Turbomeca provides the letter to Seller, with a copy to Purchaser, stating that Turbomeca will extend the life of the pressure turbine blades in Module M04 of engine no. 1 by 300 hours or more, in which event Escrow Agent shall immediately wire the $25,000.00 Retained Funds to Seller in accordance with the wire instructions previously provided by Seller to Escrow Agent; (2) If Turbomeca produces a service letter applicable to all Arriel 2S1 engines stating that the pressure turbine blades in all such engines have been granted an extension of said engines' life limit of 300 hours or more, in which event Escrow Agent shall immediately wire the $25,000.00 Retained Funds to Seller in accordance with the wire instructions previously provided by Seller to Escrow Agent; or (3) If the date of September 30, 2011 arrives and neither item (1) nor (2) above has occurred, in which event the $25,000.00 Retained Funds shall be immediately wired by Escrow Agent to Purchaser in accordance with wire instructions previously provided by Purchaser to Escrow Agent. If the $25,000.00 Retained Funds are wired by Escrow Agent to Purchaser in accordance with this item (3), then Seller shall have no further responsibility or liability to Purchaser with respect to extending the life of the above described pressure turbine blades and Purchaser shall not pursue Seller for any other remedies with respect thereto. Any signatures on this letter agreement may be transmitted via facsimile or e-mail (in pdf format), which signatures shall be deemed originals for all purposes. This letter agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original but all of which shall together constitute one and the same instrument. CONFIDENTIAL Subject to Protective Order IATS - 000168 SDNY_GM_02774273 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260913 EFTA01339541 Freedom Air International, Inc. Insured Aircraft Title Service, Inc. July 26, 2011 Page 3 If each of you concur with the above and foregoing provisions of this letter agreement, please acknowledge your approval by signing in the spaces provided below. Sincerely yours, ASI WINGS, LLC By: AETNA INC., Managing Member By: Name:l egs:inn:& i s o Seationi The above letter agreement dated July 26, 2011, is hereby approved and agreed to by each of the following: PURCHASER: FREEDOM AIR INTERNATIONAL, INC. By: Name: Title: ESCROW AGENT: INSURED AIRCRAFT TITLE SERVICE, INC. By: Name: Title: 570399:00136 CONFIDENTIAL Subject to Protective Order IATS - 000169 SDNY_GM_02774274 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260914 EFTA01339542 Freedom Air International, Inc. Insured Aircraft Title Service, Inc. July 26, 2011 Page 3 If each of you concur with the above and foregoing provisions of this letter agreement, please acknowledge your approval by signing in the spaces provided below. Sincerely yours, ASI WINGS, LLC By: AETNA INC., Managing Member By: Name: Title: The above letter agreement dated July 26, 2011, is hereby approved and agreed to by each of the following: PURCHASER: FREEDOM AIR INTERNATIONAL, INC. By: CLA-Aa-vc- V \c25LZt-- Name: Tvrit- Title: V Pv-e ie Lk ESCROW AGENT: INSURED AIRCRAFT TITLE SERVICE, INC. By: Name: Title' 570399:00136 CONFIDENTIAL Subject to Protective Order IATS - 000170 SONYGrd_o2774275 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260915 EFTA01339543 Freedom Air International, Inc. Insured Aircraft Title Service, Inc. July 26, 2011 Page 3 If each of you concur with the above and foregoing provisions of this letter agreement, please acknowledge your approval by signing in the spaces provided below. Sincerely yours, ASI WINGS, LLC By: AETNA INC., Managing Member By: Name: Title: The above letter agreement dated July 26, 2011, is hereby approved and agreed to by each of the following: PURCHASER: FREEDOM AIR INTERNATIONAL, INC. By: Name: Title: ESCROW AGENT: 57039900136 INSURED AIRCRAFT TITLE SERVICE, INC. CONFIDENTIAL Subject to Protective Order IATS - 000171 SDNY_GM_02774276 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002609 1 6 EFTA01339544 Secure Message: Aetna Wire Instructions TAetna* Secured Message Page I of I Reply I From: Dennis, Anthony J <DennisAlOaetna.com, To: Date: July 25, 2011 5:18:99 PM EDT Subject: Aetna Wire Instructions Please see below. From: Even, Sharon 0 Sent: Monday, July 25, 2011 5:17 PM To: Dennis, Anthony J Cc: liemsley, Jean; Black, Joseph C Subject: FW: Closing Settlement - Wire Instructions Needed Here are the banking instructions. Sharon Even Aetna Inc. Procurernen Direaor-Finance, Strategy, & Operations 151 Farmington Ave, R1.32, Hartford, CT 06156 _ . . From: Sokolsky, Lucy Sent: Monday, July 25, 2011 S:01 PM To: Even, Sharon D Subject: RE: Closing Settlement - Wire Instructions Needed These are the instructions that had been provided: Bank. Bank of America Lucy Sokolsky Aetna Inc Accounts Pa able perating M0N I O 2000-2011 Cisco Systems, Inc. All rights reserved. file://C:Toeuntents and SettingsUalankensItiOLocal SettingMeniporary Internet Files\Co... 7/25/2011 CONFIDENTIAL Subject to Protective Order IATS - 000172 SDNY_GM_02774277 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260917 EFTA01339545 Secure hless9ge: RE: Aircraft Purchase Agreeinents (Executed) -- I47... file:///C/DOCUME.-- I/INSURE- I/I.OCAIS—I/Temp/securedoe.htinl ikettia Secured Message Reply From: Marcrott, Coreen TO: Tanya Butler CC: Ted Osgood Date: July 24, 2011 1 4: M E Subject: RE: Aircraft Purchase Agreements (Executed) -- N722JE and N162AE Tonya, Below is Aetna wire instructions once the deals are finalized and you are ready to transfer monies associated with the sale of N162AE. Thank you! Cory Bank of America Acct: Aetna Inc Operating- if it is a Wire payment the ABA # is if it is an ACH payment the ABA # i From: Tonya Butler [maincliggi Sent: Tuesday, July 19, 20 1. e To: Jap Blankenship Cc: Irena Damnianoska; Dennis, Anthony ); Marriott, Coreen; Darren Indyki Subject: Re: Aircraft Purchase Agreements (Executed) — N722JE and N162AE ); Ted Osgood I apologize for the delay. I am wrapping up a closing and will call in a few minutes. Thank you for your patience!! Sincerely, Tanya Butler Escrow Assistant for Joan F. Roberts - VP Insured Aircraft Title Service, Inc. 4848 S.W. 36th Street a ma i 7 aircratt.coin xo On 7/18/2011 6:09 PM, Jap Blankenship wrote: Tanya: Attached please find my two separate letters to you covering N7221E and N162AE. Also attached are copies of the two agreements as executed by the Seller and Purchaser under each agreement. I of 2 7/251201 I 8:29 AM CONFIDENTIAL Subject to Protective Order lATS - 000173 SDNY_GM_02774278 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002609 IS EFTA01339546 Sean MessP;e: RE: Aircraft Purchase Agreements (Executed) -- :97... file:///CIDOCUME--I/INSUIIE—I/LOCALS- I rtemp/securedoc hind If you should have any questions with respect to my requests set forth in the attached letters, please let me know. Best, lap lap W. Blankenship Fellers, Snider, Blankenship, Bailey & Tippens 100 N. Broadway, Suite 1700 Oklahoma City. OK 73102-8820 Phone: Fax: E-Mail: IRS Circular 230 Notice: Any tax advice included in the text of this message, or In any attachment. (ills not intended or written to be used, and cannot be used, by any taxpayer for the propose of avoiding any tax penalties that may be Imposed under the Internal Revenue Code and (III should not be used in promoting, no rteting, or recommending to another party any transaction or matter addressed herein. This message is sent f 'cm a law firm and may contain information that is 'Alleged or confidential. If you received this transmission in error, please notify the sender by reply e-mail and delete the message andanyattachments. This message has been scanned for viruses and dangerous content by MailScanner, and is believed to be clean. This message has been scanned for viruses and dangerous content by MailScanner, and is believed to be clean. Reply e 2000-2011 Cisco Systems, Inc. All rights reserved. 2 of 2 7/25/2011 8:29 AM CONFIDENTIAL Subject to Protective Order IATS - 000174 SDNY_GM_02774279 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002609 19 EFTA01339547 RE: Aircraft Purchase Agreements (Executed) -- N722JE and ... Subject: RE: Aircraft Purchase Agreements (Executed) -- N722lE and N162AE From: "Marcroft, Coreen" Date: Sun, 24 Jul 2011 12.1.111 To: Tonya Butler CC: Ted Osgood You have received a secure message For your protection, the content of this message has been sent securely by Aetna using encryption technology. For more information about Aetna's use of encryption please visit this website http://www.aetna.com/aboutaetna/safeguard_data.htm. Steps to open your secure message: 1. Please double dick on the attachment labeled securedoc.html to begin the process of decrypting your message. 2. When you open the attachment you will see Aetna's secure envelope. This envelope contains your encrypted message, which will automatically be displayed. If your message contains an attachment, you may be offered the opportunity to download a small application (applet) that will enable you to open the message directly on your computer (c: drive). 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Please select your email address and click the Open button to create an account. b. you have an account. Once the Open button appears, enter your password and click Open. If the Open button does not appear, please forward the original email to: [email protected] of 2 7/25/2011 8:29 AA( CONFIDENTIAL Subject to Protective Order IATS - 000175 SDNY_GM_02774280 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260920 EFTA01339548 RE: Aircraft Purchase Agreements (Executed) — N722JE and ... halo From: Marc oft, Coreen cMarcroftaaetna.con» To: tbutierOinsureclaircraft.00rn RE: Aircraft Purchase Agreements (Executed) -- Subject. N722)E and NIG2AE Password: EQMOLgaS112gali This page may take a minute to load. Please wait for the Open button to appear to open this message. Submit Query Personal Security Ph Your personal phras not enabled on this computer. More nIQ My addrnsc Submit your password above to open your mess C 2000.2011 Cisco Systems, Inc. All right I Content-Type: text/html keeurodochtml Content-Encoding: base64 2 012 7/25/2011 8:29 AM CONFIDENTIAL Subject to Protective Order IATS - 000176 SDNY_GM_02774281 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0026092 I EFTA01339549 Closing Sikorsky sn 760750 Subject: Closing Sikorsky sn 760750 From: "George Reenstra" Date: Thu, 21 Jul 2011 08:56:47 -1000 To: "Joan Roberts" CC: "Darren Indyke" I appears that the closing will now be Monday as we need to get a letter from Turbomeca. When the closing has occurred aircraft services will have earned it's fee of 100k. Please retain that money from the funds sent by Aetna to Freedom Air. I will advise where to send them shortly thereafter Sent from my iPad This message has been scanned for viruses and dangerous content by MailScanner, and is believed to be clean. I of I 7/2112011 2:07 Ph CONFIDENTIAL Subject to Protective Order IATS - 000177 SDNY_GM_02774282 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260922 EFTA01339550 CONFIDENTIAL Contracts & Legal Subject to Protective Order IATS - 000178 SDNY_GM_02774283 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260923 EFTA01339551 iul•26.20'1 02.10 OH 4etra 000.000.0000 DELIVERY RECEIPT Sikorsky S-76C (sometimes referred to as a S-76C+1 Manufacturer's Serial No. 760422 Ni62AE Pursuant to the Aircraft Purchase Agreement (the "Agreement") dated July 18, 2011 between ASI WINGS, LLC, a Delaware limited liability company ("Seller) and FREEDOM AIR INTERNATIONAL, INC., a Delaware corporation ("Purchaser"), Purchaser hereby acknowledges the delivery and acceptance of one used Sikorsky S-76C helicopter (sometimes referred to as a S-76C+) bearing Manufacturer's Serial No. 760472 and U.S. Registration No. NI62AE, with two (2) Turbomeca Ariel 251 engines bearing Manufacturer's Serial Not 20040 and 20533TEC, together with all avionics, equipment (including loose equipment), systems, furnishings and accessories installed on, contained in or attached to said helicopter and engines, all as is more particularly described in the Agreement, and also including all airframe, engine and accessory logbooks, flight and operation manuals, maintenance and overhaul records, checklists, drawings, any issued FAA Form 337's, warranty documents, and all other records and paperwork relating to the above-described helicopter and engines in Seller's possession (collectively, the "Aircraft"); provided that the term Aircraft as used herein does not include airftame maintenance manuals and airframe illustrated parts catalogs as the same are being retained by Seller. Subject to (I) Seller's obligation to repair, at its cost and expense (not to exceed $20,000), that certain list of discrepancies as provided in, and in accordance with the provisions of, that certain letter agreement (and Schedule I thereto) dated July 26, 2011 by and between Seller and Purchaser which modifies Section 3(d) of the Agreement (the "Discrepancy Letter Agreement"), and (2) the provisions of that certain letter agreement dated July 2.6, 2011 by and among Seller, Purchaser and the Escrow Agent providing additional escrow terms as to $25,000 of the Purchase Price Balance (the "Turbomeca Escrow Letter Agreement"), Purchaser accepts the Aircraft at 420 OE p.m., on July 26, 2011An an "As Is, Were Is" condition and "With all Faults" at ft-11446)/a , (1.19),Hunt and subject to the waivers and disclaimers set forth in the Agreement that are not inconsistent with the Discrepancy Letter Agreement and the Turbomeca Escrow Letter Agreement. TOTAL TIME ON AIRFRAME AT DELIVERY: kg V/ 5 hours TOTAL TIME ON ENGINES AT DELIVERY. Engine No. I (MSN 42285): 1.; hours/cycics Engine No. 2 (MSN 42286): o2 hours/cycles TOTAL LANDINGS AT DELIVERY: Piq oI (Signalize Block and Acknowledgment on Following Page) FREEDOM AIR INTERNATIONAL INC. CONFIDENTIAL Subject to Protective Order iATS - 000179 SDNY_GM_02774284 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002 60924 EFTA01339552 1u1.26.2011 02 ID P11 Aetra 300-000-0000 By: Name: L awl etre Pity v;5fr-J-1/. Title: ( tr t Date: -1 la+.1it 2/2 STATE OF CONNECTICUT ) ) ss: COUNTY OP AL 44-'nv-1 ) The foregoing instrument was acknowledged before me this 26th day of July, 2011, by Larry Visoald, Chief Pilot and Technical Representative of Freedom Air International, loc., a Delaware corporation, on behalf "of the co /VARY PUBLIC, LAURIE B. ROTARY MYCOMIMISIONE01024004$3,1014 ONNECTICUT CONFIDENTIAL Subject to Protective Order IATS - 000180 SDNY_GM_02774285 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260925 EFTA01339553 DELIVERY RECEIPT Keystone (Sikorsky) S-76C (sometimes referred to as a S-76C-i+) Manufacturer's Serial No. 760750 N722JE Pursuant to the Aircraft Purchase Agreement (the "Agreement") dated July ig, 2011 between ASI WINGS, LLC, a Delaware limited liability company ("Purchaser"), and FREEDOM AIR INTERNATIONAL, INC., a Delaware corporation ("Seller"), Purchaser hereby acknowledges the delivery and acceptance of one used Keystone (Sikorsky) S-76C helicopter (sometimes referred to as a S-76C1-+) bearing Manufacturer's Serial No. 760750 and U.S. Registration No. N722JE, with two (2) Turbomeca Arriel 2S2 engines bearing Manufacturer's Serial Nos. 42285 and 42286, together with all avionics, equipment (including loose equipment), systems, furnishings and accessories installed on, contained in or attached to said helicopter and engines, all as is more particularly described in the Agreement, and also including all airframe, engine and accessory logbooks, flight and operation manuals, maintenance and overhaul records, checklists, drawings, any issued FAA Form 337's, warranty documents, and all othcr records and paperwork relating to the above-described helicopter and engines in Seller's possession (collectively, the "Aircraft")- provided, that the term Aircraft as used herein does not include airframe maintenance manuals and airframe illustrated parts catalogs as the same are being retained by Seller. EDT Purchaser accepts the Aircraft at I: 01 p.m., on July at , 2011 in an "As Is, Where Is" condition and "With all Faults" at Bret inn.a Ai tn e t Har4 -6(d i CT AO. and subject to the waivers and disclaimers set forth in the Agreement. TOTAL TIME ON AIRFRAME AT DELIVERY: 8 3 .7 hours v. TOTAL TIME ON ENGINES AT DELIVERY: 50. Engine No. 1 (MSN 42285): S3.1 5/.8' hours/cycles Engine No. 2 (MSN 42286): IS fISIS.0 hours/cycles TOTAL LANDINGS AT DELIVERY: I" ASI WINGS, LLC By: Aetna Inc., Managing Member ettik44*-WeablArak, By: Name: iry&iss_ersibrat,_ Title: al taaftrak 5ecrealtf Date: •Zit l acr// (Acknowledgment Following Page) CONFIDENTIAL Subject to Protective Order IATS - 000181 SDNY_GM_02774286 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260926 EFTA01339554 STATE OF CONNECTICUT COUNTY OF 1-O1-4fCrC1 ) ss: The foregoing instrument was acknowledged before me this _Zr.o._ day of July, 2011, by Melinda Westbrook, Assistant Corporate Secretary of Aetna Inc., Managing Member of ASI Wings LLC, a Delaware limited liability company, on behalf of the company. OSIDLoor. Cno.."C‘C"<*-m NOTARY PUBLIC, STATE OF CM (Allison S. Madmils Notary Public, Comecticut My Commission Expires Feb. 28, 2013 CONFIDENTIAL Subject to Protective Order iATS - 000182 SDNY_GM_02774287 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260927 EFTA01339555 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/ all 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. I11..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 XX 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 SIKORSKY S-76C++ AIRCRAFT ADDTTIONAI EQUIPMENT' (COM2)wlll also be routed to the cabin headsets (ref. Oren 90037). This functon is mooned on and off by an annunciate-switch on the instrument panel. The ICS Private button n de cockµt selects whether the cabn headsets are connected to (ICS PRVT OFF) or isolated from (ICS PRVT ON) the cockpit dodoes A swath panel for the headsets a provided in each corner of the cabn. Each mach panel controls the functions for the two headsets adjacent to it. An audio source button Is providell to switch bearer Pod. Xkl. and aux audio. A cal button is provided to alert the =NO aew that ct mmunication is desked. in case the ICS PRVT function is on Rev. B 90037 Connection of audio from theft VHF radio (COM 2) to the cabin ICS cIrcu It. with onion switch in cockpit Desired to made passengers to listen to MOICOMmunication No transmit capab3ty for passengers. Rev. D 90039 Cabin Entertainment System wino -4 Audio sources: Pod dock, auxiliary s o audio input. XM Radio from Carmln OD1.459A (with remote control), and ATC audio from VHF 0/2 -Audio source selection swkoh panel and call pilot switch panel -Audio plays over headsets only. not speakers 90040 Redesign Forward cabin Bulkhead to extend lower the bottom of the standard narrow windows 000.W-dew Custom cabin imholstoryearto-DELETED 90042 Custom Cabin Interior Materials 90043-Cuskiin Fr ariederealeriermeladebraiM DELETED 90044 CustomCabin Headset Hooks (Quantity 8) 90045 Shoot leaning Mat on Boarding Steps LHlFtH 90046 HEEDS Bottle Mounts on Cockpit Side Posts (similar to ale 696& TOO) 90047 Umbrella Holders on Inside of Baggage Compartment Doors (slinks to ale 696) 90050 LED Logo Lights 90052 Custom Fonvard-Facing Bench Seat, Three to Four Place with Single Center Custom Fold- Down Arm Rost with Custom Storage Compartments 90053 Custom Upholstery Modification to Forward and Aft Seat Benches. as well as Additional Outboard Cushion Styling 90054 Move pilot seat aft slightly 1.5 inches The to liming options have bean DELETED: 90004 Relocate readmIrghts I tom tenter...bin caging to above outboa rd passengers 90006 Fight Bose headset latric fee too wan MocatriCSin Me-cabin damornimaikins) 90006-Satcom-Systorn to bo triclatiod without trio cockpit imeroom capability Insl. tom 32024) 00009 Audio input jack in cabinfor :Pod-type-device -Entertainment audio-to beaeardineil cabin. Bose headsets. No other controls. volume controlled via iPod device 90012-Bearding der to b0 eurldfied withwarsenonskd 00013-Fwd-lacing bench seat, 3.4 passenger. Vrt wide single (old down Novel for right hand Paramus.. Armrest shall be shortened fromtlio-olanclatd length and Provide storage insideuricke lid for rPorittell phone iackc and troidercroicuctmor furnished :Pod/Celt 90016-Headset pki lothrow carpet for-cabin floor 9001E Head hangenlocateklat level above all 8 cabin mad againct foraardalt bulkheads 80017—Customer Orin iMenOrmadrials Cuctomor Furnished Materials (Leather, Carpel. Silemekin, Panel Covering) CustomUpholstorY Work 90031--Cell phone-interface intotheosbiniCS system.-Connestionio be-in Melolddown armrest el the 00043 MO rasingbrinori seatioriniability to 5t40.14h0-aellithOno 0Onnaal.on10r any occupant On il.o had radio benctimat44) positions. Ned to Wolght-OnOlwae4ssw4oh to chsablo.n4loghl ono. Sikorsky Aita3t1 Ropier:3:y 17 © Hugh Redditt Company CONFIDENTIAL Subject to Protective Order IATS - 000283 SDNY_GlIA_02774388 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261028 EFTA01339656 SIKORSKY S -76C++ AIRCRAFT A DDITLONALEOl I I PIMENT 0004$-Custom Aft-Caoing43ench-Seet, 444.4-to For-Place, withShotteno4Gingte Genie. Fold- Down Padded Arm-Rest 90040-Custom Forward-Facing Bench Stolz Thee/el* Four Place, with Shortened Single Center Fold-Down Padded Arm Rest PAINTS & FINISHES See Exterior Paint Rendering and Paint Scheme Drawing for Details on Paints 8 Finishes 50002 VIP Interior Paint Prep 8 Finish 50012 VIP Exterior Paint Preparation 8 Finish INTERIORS See Interior Specification for Details on Interior arrangement and configuration 63000 Deluxe VIP Interior Group 63010 Aft Facing Bench, Three/Four Passenger w/ 3 Urder•Seat Storage Drawers ADDED 63013 Aft Facing43enish-3144-Pbee DELETED 63038 Fwd Facing Divan. ThreeMour Passenger w/ Fold Down Armrests ADDED 63071 Bulkhead Storage Compartment • Crew PHI Facing Bench) 63085 Cabin Cootakkaink-Two -DELETED 63098 Acoustic Noise Reduction- Bay Blanket Kit. Lightweight 70016 Sheepskin Seating • Crew Seats 70052 Seat Bell Extension 72063 Flight Manual Storage. LH Controls Closet 76017 Cabin Door Vents. Remove 77034 Single Action Door Release Revision Log: Original relent; January 27, 2039 (PRELVONARYI Revision -A: February 6, 2009 'PRELIMINARY) 1. ()Meted Cede 90017. Customer Flirt:010d Custom Cabn Unions. Matenals 2. Deleted Cade 90023. FonvardJacng Bench Seat, 3-4 Passengers Nth Sege. Slannvelaklath Fold-Doan Arm Rest 3. Deleted Code 63013, AR-Facing Bench Seal, 3-4 Passenger 4. Deleted Code 41030. Entertainers Package 2, Atan go-angle* & Added COCkt 63014. MI-Facing Bench Seat. 3-4 Passenger, With Foki-Down Table And Arm Rests 6. Added Code 63036. Fame:diem; Bench Seal WM Fold.Odvai km Rests And FoldOcieni Table 7. Added Code 98040. Redesign Forward Cabn BuIchead To Extend Lower, The Bottom Of The Standard Morrow Waken M Added Cede 90041, New Custirn Caton Upholder, StIe Yamaint 04 Standard %M 62 9. Added Cede 90038. IPod Dods h M RH Yagaw Reveal It Added Code 90042, Custom Cabin tierce alienate. (Leather, Carpel. Panel Covering) 11. Added Code 90041 Custoo Ferrari Wow [den Metallic Pate 12. Added Coto 90044, Cactom Caton Headset Hooks (Overtly 8) 13. Arkled Code 90045, Shoe-CleaningMal On Bowdon) Steps LH/RH 14. Charged Location Of KGHandset From LH To RH On Code $0025 It Deleted code 90012. Booming Steps to Be Sutaced WM Coarse Nan-Sod 16. Deleted code 90016. Headset Hangars boosted at ceiling Level Above All B Cab., Seats Revision -it March 6, 2009 (PRELIMINARY) 1. Deleted code 63014, Aft En:rigBark Ilyee/Fota Passenger WFolci.Doen Center Table, and Armrests 2. Deleted code 90005 Eight Bose Headset Jacks 3. Deleted code 63039 FavrankFaorg Dorm. Tine/Four Passenger mcold.Deren Center Table and Armrests 4. Re-addedcode 63013. Allaacing Bench Seat. 3-4 Passenger with Fold.Down Nm Rests S. Added code 63038. Fomond-Foong Oven. lbreeMour Passenger ye/Fold-Dom Nneests 6. Added code 90036. Cats ICS Syslem with B BOSE Headset Jacks 7. Added code 90039. Elialtalfrlen System © Hugh Redditt Compai47 CONFIDENTIAL Subject to Protective Order IATS - 000284 SDNY_GM_02774389 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261029 EFTA01339657 Rees ton -C: Jung A 2009 PRELIMINARY/ 1. Added trierace b sece cleaning m2 to bowling slap codes 60001. aid 00302 2. hated carps. a mrelernm as 'Reference OW. and addecloustarroromeldedurottent vita frecto 3. Charged :tie location cl ne ICG SATFWONF bfl to to as Relvandcw in code 90025 4. Deleted Code 30061. Cobh CS 5. Deleted Code 3001:G. Cabin Cal Salem Donned Code 63013. ANS wing Beret Seat I Deleted Code 90011. Nee Detail LiphObley Style. se the is correned Winn code 90042 8. Delete Code 90043. CtstilOm Rawl Paint Cola. as me et vandarel material and ehltle4600 9 Added Code 90014 WADS Bottles Waxes cn Corked See Posts (Swaim to AC 590 and 3001 10 Added Code 90012. Unbolts lobes on Wide al Dagger ConpaYnert Doors (Smear to AC 896) 11. P400 Code 90348, Custom An-Feting Barth Seel 12. Added Code 90049 Guest F0wad.Feorg Bench Seat 13. Added Code 90051. Cedar, Cateel. Patterned livoushoul 14. ReneeCode 90042 italenal Deaf/014ns 15. Horrocac irtaiov.ve Codes Revision -0: August 3.2009 1. Rotrweo the wand lee W'.9 h Cowed Ameremat references 2. Needed code 90051. Custom CelPel Pallerred 11904211044 Peels/on -E: August 19.2009 1. Inertia 70014 eatecler antemorAselslierf -SiloiSky Aerated Revision -F: November 5, 2009 led par Completion Change DirectIve 44 100.'12009) 1. umled coon 90018Custom Afisachg Bach Seat 2. Deltad code 90019 Custom Forwaro4 aorg Handl Sea 3. Added code 53010 Abi aong Barth. 3.4 Passage', wt' lens UnacteSem S.eagr Drawers 4. Amino coca 90052 Custom femora-Sacra Hach Sex 3-4 ;tanager wan Seigle Duda Cus:om iciatcwm Aim Rest wen Cusaam Storage Cotrpaltrents 5. Added coda 90053 Custom Ucholsievy Wankatal 10Forward cob AA Seat Batas. as was asAdcleonalChsboard Cuellar St/Ing 5. Rewire code 90039 Clescnpbon CONFIDENTIAL Barrier Filler Main Rotor Head Assembly #2 Engine 38 © Hugh Redditt Company Subject to Protective Order IATS - 000285 SDNY_GM_02774390 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261030 EFTA01339658 Landing c icar Inside Tailboom Boarding Step Face Insat Forward- Mt Facing Seat Frame Aft forward 1.acIllf Franc © Hugh Redditt Company CONFIDENTIAL Subject to Protective Order IATS - 000286 SDNY_GM_02774391 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261031 EFTA01339659 Cabin to Cockpit Divider Wall Instrument Panel - Power On 40 © Hugh Rcdditt Company N-7( eu CONFIDENTIAL Subject to Protective Order IATS - 000287 SDNY_GM_02774392 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261032 EFTA01339660 FAA Docs & Filings CONFIDENTIAL Subject to Protective Order IATS - 000288 SDNY_GM_02774393 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261033 EFTA01339661 Priority: Import: Export: Documents required from seller Need 135 Forms: Have Bill of Sale Release of Lien Security Agreement Bill of Sale Warranty Bill of Sale LLC Release of Lien Misc. Documents (liens, etc....) N# Change To: Documents required from buyer Need 1031 Forms: Buyer Seller Date Filed Have Application for Registration LW Security Agreement Leaso Agreement N# Change N# Relinquishment Flight Time Wire Closing Authorization Delivery Receipt CONFIDENTIAL Subject to Protective Order lATS - 000289 SDNY_GM_02774394 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261034 EFTA01339662 REGISTRATION NOT TRANSFERABLE SE019ZOCVJ.d3 N 2 C co r° m 4 0 -0 70 O rn n C m w o m a 70 ▪ -,443 70 g 6-) 0 a t, -a : 4 0 N N .0 2 ,UT 0 su v F. • 1.1 0_ 43 8 -4 8 UNITED STATES OF AMERICA DEPARTS/ .OF TRANSPORTATION. FEDERAL AVIATION ACIANISTRATION CERTIFICATE OF AIRCRAFT REGISTRATION This cereficate must be in the ail- craft when operated. NATIONAL'S`, AND REGISTRATION mARKS N 162AE AIRCRAFT SERIAL NO, 760472 MANUFACTURER AND MANUFACTURERS DESIGNATION OF AIRCRAFT SIKORSKY S-76C ICAO Attasft Aaron Cod: 50174441 I S 8U E D T 0 FREEDOM AIR INTERNATIONAL INC 103 FOULK RD STE 202 WILMINGTON DE 19803.3742 COrpOratiOn Ms Dente Is issed for reparation osmoses osy end 4 /vs • artifice of le. The Feeil Avtalion Administrate does not detennine dot a enelhin SS Mean pried ern V.S. DePartmont of Transportation Federal Aviation AtImInlitnetIOA It is certified dim the abOve demand aircraft has ben entered on the register of the Federal Avladon Adrrinistratran. Unadd States of America. in accordance with the Cornerean on International CM Avtadon dated December 7, 1944. Sad with TM 49. United States Code, and regulations issued thereunder. 501E OF ISSUE August 16, 2011 E(PPADON DATE August 31, 2014 O sre...Lbc -• AOAMWSTRATOR U.S. Department of Transporatian Federal Aviation Administration CM minion Resist% P.O. le 25004 Odeon* Qty. OK 7312}0506 Official Sebes Penalty for Nino Use 5100 AC Pen 1050-3 0=010) SuP•0114de• prI•10115 salon 162AE TO: FREEDOM AIR INTERNATIONAL INC 103 FOULK RD STE 202 WILMINGTON DE 19803-3742 EFTA01339663 FedEx Ship Manager - l'rint Your Label(s) Page I of I From (405)6314443 Join Roberts Inured Arudl ilk Smote. he 4348 SW 36m Sate 011atqms Cott DR zws NMI) OKCA Fat .11.10t.2022e,. SW TO IM)t64.6110 X110 George Reenstra 10 FOX RUN RD ALLENDALE, NJ 07401 Ball SENDER Shp OS, 113N)Dt1 kft(cs 1 018 CAD 13287321PINE1 IE0 Re/ Inmpo PO If NON TRNI ROI 1 ST GMVA MON - 22 AUG A2 2DAY " RES 07401 NIUS SWF Ma pimp Ws WM IUI re) Pete 24.1110n On tie 04 10 p tat lt1'0l0FM1 e 220241:n2•2 2 Feld ,. pliAid OOP. by a 2 War"'b'. 3 Pimp sew n woo, pad, ai MdtU s rut 'Wens isma r*Set00) Law. O1 S. SSW an Ss mod SS SCSnrin Wan*, Ueoefee the penes Monoism tor nµ4343 uwq s (tong, d Ise lad ke fhp003 purpossa &WSW aid Cold Amine iOntoree berg cr.,.\ tog... 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Ueda Gide https://www.fedex.com/shippingfaddressCheckerAction.do?method=doContinue 8/18/2011 CONFIDENTIAL Subject to Protective Order IATS - 000291 SDNY GM_02774396 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA _00261036 EFTA01339664 RE: certificate of registration-N162AE 'ibject RE: certificate of registration-N162AE From: "George Reenstra"' Date: Thu, 18 Aug 2011 15:44:42 -0400 To: "Katie Miller" CC: "Darren lndyke If you send it to me I will get It in the helicopter Send to george reenstra 10 fox run Allendale nj 07401 thanks George Reenstra Aircraft Services Group Inc 212 Route 94, Ste 2E Vernon, Ni 07462 Email: ueorcieftouget.com -----Original Messai From: Katie Miller Sent: Thursday, August a, zu JAZ VM To: George Reenstra Subject: certificate of registration-NI62AE Please find attached a copy of the original certificate of registration for the above referenced aircraft. Please send me the name and address of where you want it sent. Sincerely, Katie Miller forJoan F. Roberts, Vice President Insured Aircraft Title Service 4848 SW 36TH Oklahoma City, OK 73179 This message has been scanned for viruses and dangerous content by MailScanner, and is believed to be clean. This message has been scanned for viruses and of 2 8/18/2011 2:57 PM CONFIDENTIAL Subject to Protective Order iATS - 000292 SDNY_GM_02774397 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261037 EFTA01339665 RE: certificate of registration-NI 62AE chngerous content by MailScanner, and is o lieved to be clean. 2 of 2 8/18/201 12:57 PM CONFIDENTIAL Subject to Protective Order IATS - 000293 SDNY_GM_02774398 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261038 EFTA01339666 certificate of registration-N162A1 Subject certificate of registration-N 162AE From: Katie Miller Date: Thu, 18 Aug 2011 14:42.18 -050U To: [email protected] Please find attached a copy of the original certificate of registration for the above referenced aircraft. Please send me the name and address of where you want it sent. Sincerely, Katie Miller forJoan F. Roberts, Vice President Insured Aircraft Title Service 4848 SW 36TH Oklahoma City, OK 731 79 N162AE-cert of reg.pdf Content-Type: application/pdf Content-Encoding: base64 1 of 1 8/18/2011 2:42 Pk CONFIDENTIAL Subject to Protective Order IATS - 000294 SDNY_GM_02774399 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261039 EFTA01339667 Insured Aircraft Title Service, Inca Filing Time Serial Number: Return to: Tonya Butler OIL co Ass' Reedaln CONFIDENTIAL Subject to Protective Order ATS-00()295 SDNY_GM_02774400 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261040 EFTA01339668 Insured Aircraft Title Service, Inc File g Time --72zje Serial Number r: 5O x c_ tin, ?cf: rvr - : : ; 2 r z rn x O) to ---,- Return to: Tonya Elia er .:. , :2 O; = 4 .`.-1 XS a X itl )3. -) p...• ..< o p Crl z b. CO co ••I 65 Reehicon to PisS" CONFIDENTIAL Subject to Protective Order IATS - 000296 SDNY_GM_02774401 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261041 EFTA01339669 Paperwork Redutdon Act Statement: The InfMI11111O11 collected an this form is necessa-y to obtain authorrratioo to trammit tignt motion to the Internalmai Registry Ole information is a condition for the Issuance of a unique author matron code. We estimate that it will take approximately 30 minutes to complete the form. Please note that any agency may not conduct or sponsor. and a person is not required to respond to a collection of info nation unless it displays a currently valid ()MB control number OMB 2120-069'7, AUTHORIZATION CODE IRN20110726120229 FAA ENTRY POINT FILING FORM INTERNATIONAL REGISTRY PARTY: (Al least one party is required) Name ASI Wings. U.0 Address 151 Farmington Avenue. Hartford, CT 06156 Phone Electronic Address COLLATERAL: (Required) Aircraft Make/Model SIKORSKY S-76 Serial Number 760750 PARTY: Name Freedom Air International. Inc. Address Phone Electronic Address U.S. Registration Number N722JE Engine Manufacturerfalake TURB0MEDA ARRIFI 252 R O M A ARRIEL 2S2 Model Serial Number 42285 42286 K Additional collateral listed on attachment - - - - - - - - - - - - - - - - TYPE OF INTEREST: (Al least one block mini be checked) K Notice of Prospective International Interest, Prospective assignment, prospective sate K International Interest O Contract of Sale K Discharge or Release K Other (specify type) SUBMITTED BY: INSURED AIRCRAFT TITLE SERVICE. INC. 4648 S.W. 36Th ST.. OKLAHOMA CITY. OK 73179 (name, address, telephone number) 405-681-6663 (JR) AC Form 805043S (02/06) Page I of CONFIDENTIAL Subject to Protective Order IATS - 000297 GDNY_GM_02774402 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261042 EFTA01339670 Pape/wort Reduction Act Statement: The infornul ion collated on (Ins form rs necesmy mob= authorization to transmit Dior Illalt00 to the International Registry. The information is a condition for ❑e mom of a unique authorrya:on code We co nue that it ()ill Like appear:nudely 30 mimics to complete the tam Please note that any agency may not condat or sponsor. and a person is not rcquircid respond to, a collection of Information micas it displays a cuitcntly valid OMR control number. ONIII 21204697. AUTHORIZATION CODE IRN20110726121324 FAA ENTRY POINT FILING FORM INTERNATIONAL REGISTRY PARTY: (Al least one party is required) Name Freedom Air International, Inc. Address Phone Electronic Address PARTY: Name ASI Mugs. LLC Address 151 Farmington Avenue. Hanford, CT 06156 Phone 860-2734386 Electronic Address COLLATERAL: (Required) Aircraft Make/Model Serial Number U.S. Registration Number $IKORSKY S-76 760472 Nte2AE Engine Manufacturer/bloke TUREIOMECA TUREOMECA Model ARRIFL PSI ARAIFI PSI Serial Number 20040 70533TEC K Additional collateral listed on attache nt TYPE OF INTEREST: (At least one block must be checked) K Notice of Prospective International Interest, Prospective assignment, prospective sale K International Interest 0 Contract of Sale K Discharge or Release K Other (specify type) SUBMITTED BY: INSURED AIRCRAFT TITLE SERVICE. INC. 4848 S.W. 36TH ST,. OKLAHOMA CITY. OK 73179 (name, address, telephone number) 405-M-6663 (JR) AC Form 8050-135(02/06) Page 1 of CONFIDENTIAL Subject to Protective Order IATS - 000298 SDNY_GM_02774403 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261043 EFTA01339671 Re: N162AE file-stamped copies of documents are attached Subject: Re: N162AE file-stamped copies of documents are attached From: Joan Roberts <[email protected]> Date: 12:31 PM To: Ted Osgood CC: "' ike Mikolay < Mike Dwyer Corrected file-stamped copies of the documents are attached. This will also confirm that we are applying to the FAA to change N162AE (s/n 760472) to N162AD, then when N162AE is available, we are going to reserve it back to ASI Wings, LLC and ask the FAA to apply N162AE to s/n 760750. When N7221E becomes available, we will ask that it be reserved in the name of Freedom Air International, Inc. Joan Roberts Vice President Insured Aircraft Title Service, Inc. 4848 S.W. 36th Street Oklahoma city, OK 73179 www insuredairc .c •m On 7/26/2011 12:15 PM, Joan Roberts wrote: Joan Roberts Vice President Insured Aircraft Title Service, Inc. 4848 S.W. 36th Street Oklahoma City, OK 73179 i,vww.insuredaircraft.com On 7/26/2011 12:05 PM, Joan Roberts wrote: I of 4 7/26/2011 12:31 PM CONFIDENTIAL Subject to Protective Order IATS - 000299 SDNY_GM_02774404 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261044 EFTA01339672 07/26/2011 13:17 4056883711 PAGE 01/01 Paperworic Redactkm Act Mattoon: The intonation collected on this form Is reciessary k obtain authorization m tresumil information tatty Incemstioreti Registry. The information in condition far the irikknee ors unique otelasehation code. Wo estimate the It will rake kgrereallatelY 10 minute" to compkie the romi. Please note that sny agency may not condint or sponsor. and a parson is not required to respond to, a collection of information traces it displays a carrently ealid OMB control numbet. OMB 2I2.0-0697. AUTHORIZATION CODE TEN20110726121324 FAA ENTRY POINT FILING FORM INTERNATIONAL REGISTRY PARTY: (At least one party is required) Name Freedom Air International, Inc. Address Phone PARTI: Name AS/ Wigs. LLC Address 151 Rumington Avenue, Hertford, CT 06156 Phone 8804734386 Electronic Address Electronk Address COLIATEML: (Required) Aircraft Make/Model SIKORSKY S-76 Engine Manufacturer/Make Serial Number U.S. Registration Number 700472 NitrAE Model Serial Number TUARDMFrA TURBOMECA vj ARRIEL 21 20040 2053979E K Additional collateral listed on attachment TYPE OF INTEREST: (At least one black mint be checked) K Notice of Prospective International Interest, Prospective assignment, prospective sale K International Interest 0 Contract of Sale K Discharge or Release K Other (specify type) SUBMITTED BY: INSURED AIRCRAFT TITLE SERVICE. INC. 4840 S.W. 35TH ST, OKLAHOMA CITY, OK 73179 (name, address,telephone number) 4054814663 (JR) AC root 801),I3S (O/04) Page 1 of CONFIDENTIAL Subject to Protective Order IATS - 000300 SONYGM_02774 405 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261045 EFTA01339673 WARRANTY BILL OF SALE The undersigned, ("Seller"), is the owner of the full 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. N162AE, 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 of July _121_, 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.76 day of July, 2011. MI WINGS, LLC By: Aetna Inc., Managing Member By: Name: Mei index Wes-the-7 0K Title: lisi;s4o4 Claraporntx- ce.cretcv Date: jit y a 4. .adn CONFIDENTIAL Subject to Protective Order IATS - 000301 SDNY_GM..02775406 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261046 EFTA01339674 • FORM APPROVED OMB No 2120.0042 ANTED STATES OF AMENCA DEPARTMEM OF TRANSPORTATION /1WAAL ONTTION ACNINISTRATICNAINI MONTIC0/EVACPONNITICat CD/TEA *OCTOPI REGISTRATION APPIJCATION CERT: ISSUE DATE ciagglaErSaticR N ‘ (0 a AE MICFS MANUFACTUFER 8 hale ik. gigs/ORSICA3 S JI(DC AIRCRAFT No. —I Gin L{ ^I L. FOR FAA USE ONLY TYPE Of REGISTRATION COWS Cow Dui 0 1. Individual 02. Pannetenip NP rampaetion 04. Co-Ownw OS. Government De. NonDitizen CapOration O9. NOn.CetizenCorpotelka Co-Oveser NAPE On APRJOIAIT (PariONKI infra on eVklence a ospotiNp. II mama/P.9 n ha nom. NM riaTI0 anti TM -a) Fref..c/ ovv-) 4 1 v--Tin -1-cilnai oR 4 1 tit% C. ) TELEPtONI M./MEER ( I ADOPES$ reonamord ina1109 address tor fit lippleani on loll Cl PO. Da is used. enema OPOINIS run ONO be ohemMi Norte, arcei tree: ADSEC LOASICRC,Ca 1 Si/I i kit itao-) Paws PD. Sue ENV \ 4 ; I Inl ( te‘ STATE -1::)e DP CCOE ADD t3 0 CHECKNER YOU ARE ONLY REPORTING AtHANGE OF RESS ATTENTION! Read the following statement before signing this application. This portion MUST be completed. prase or Mytoemp ammo/ Ia any (women in MS SPOK4bOn may Oe prOyncls Ia punishapon bY Ire and/. nnn,40. 1'... (US. Coat Tx. le. Sac NM). CERTIFICATION VAC Cutts"( IC TA* llm abbe "Pa', M eanod by the 'dmired 'poste, yam n a dile SiNtAINg capwarimel ol mo Unit/ Slates. 'a wimp trust ewe cameo. Puss*: I or: 211.52( Caf PE_PPPW1010/NL • A reSideni alio,. min aka mgeo0On ram IASI et Pam 1.551) No. Is A ea:oaten cmppatkaul awaited and Oorq ttoMoas Under Pm Awn Cl OWN and aid eon/ft N based one save/ mom, in Ma WANE Sloss. meads a Ron haws ate avklar ION .0•00:000 a Q) Tha Ise Segal is nal spasm in'd P.O Cams ai any IMMyo 0:040Y: ad TE No le0ad valence a ~amp Is weave a has boon Ned with Me Federal ANN/al AamInbuolko NOTE: If exact/led ICI CO-NoencriNp all applicants must Sign. USE remise ads it rieCINSary. TYPE OR PAINT NAME BELOW =NATI/RE CACN PART OF THI APPLICATION MUST Of SIGNED IN INK. StGemasPE .)DteXABAnii . ‘Dt/saitLE. Vic49,-eziceed- 7-2-4-./ MuTE FE TRW DATE DATE ROIL Prong in of Me Conlon at Moen Ropluntbn. a/pagan Thy be operated prop/600nm at spoon os 00 Sys. awing NINcti re the PINK Cady Of Otis oppficaMa mai loo carved in lh Soak AC Foam 0M0.1 (1/09,049 0052-00-6284001) SuParsocIss RaMous EdMon CONFIDENTIAL Subject to Protective Order IATS - 000302 SDNY_GM_02774407 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261047 EFTA01339675 Paperwork Reduction Act Statement: The information collected on this form is necessary to obtain authorization to transmit information to the Intonational Registry The information is a condition for the Issuance of a unique authonmiron code We estimate than will take apprommately 30 minutes to complete the form. Please note that any agency nuy not cenduct or sponsor, and a prison is not required to Tettiond to, a collection of information unless it displays a currently valid OMU comtol numkr OMB 2120-0697. AUTHORIZATION CODE FAA ENTRY POINT FILING FORM INTERNATIONAL REGISTRY PARTY: (Al 'Mt one party is required) Name Freedom Air International, Inc. Address Phone Electronic Address COLLATERAL: (Required) Aircraft Make/Model SIKORSKY S-78 Serial Number 760472 PARTY: Name ASI Wings, LLC Address 151 Farmington Avenue, Hartford, CT 08156 Phone 860-273-3386 Electronic Address U.S. Registration Number N167,AE En ine Manufacturer/hi:Ike Model Serial Number kd r il. rarlint •- 0 Additional collateral listed on attachment TYPE OF INTEREST: (At Intl one block must be checked) 0 Notice of Prospective International Interest, Prospective assignment, prospective sale 0 International Interest 0 Contract of Sale 0 Discharge or Release 0 Other (specify type) SUBMITTED BY: INSURED AIRCRAFT TITLE SERVICE, INC. 4848 S.W. 36TH ST.. OKLAHOMA CITY. OK 73179 (name, address, tekphone number) 405-681-6683 OR) AC Ram 5050.135 (02/06) Page 1 of CONFIDENTIAL Subject to Protective Order IATS - 000303 SDNYGM_02775 408 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261048 EFTA01339676 7-26-11 7:30 run N722JE/ N162AE HOLD UNTIL JOAN CALLS YOU! Please date does!!! FEES: $5.00 for N722JE $5.00 for N162AE Subject to Prot.. Order IPTS- DOM. SON,,a27.0B SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFE,9_00261009 EFTA01339677 FedEx Ship Manager - Print Your label(s) https://www.fedex.conthippinp/addressCheekerActioado?method-... From (405)681-19363 Gion OKCA Lorin BMi Inured liscroA St Serve. he 4S4S SW. 3611SL 0ktiliom• Ott OK 73179 Shp OS.. 251111 &drag, 0 I LB CAD 10217321911E1311O fillP TO: CM) 1531Ille Executive Jet Management 58 LINDBERGH DR HARTFORD, CT 06114 BILL SENDER Doi • . o. o los yeti Rae NI22JE 6 NISI& Irivowe PO 0 IN't TRK0 XE KXAA TUE - 26 JUL Al PRIORITY OVERNIGHT 06114 CT US BDL MIss petty tit 1st r*Att bsanIXI NWfN9tb Pin y tbEnbyasIan, aural ten& 2. Fab to itlriled pope 'kat er loritctot V. 3. Pb Oil itdWily path WO Matt, yet *Oran It MY te bateoto pOrket d to MO Ctr. be its, ant stare" Wotan; woo* to pares Mae, WM fOr tOfflorti ()WV a ph:4-xoGY H ribs tk;CT-Ti Pscolcs ..frosTLT0 Nil CO*, f° "Wm/ tarif thine. eta, WO tie arcotafon of new < oft roc0-t. 1, 4 Ufa/ Is µMo f MOWN tat women iota Moira coition new Wort Foto Soot* OOP. .slab of Co:Oaf m tot, as rot to filtpOPOOff to soy [IS In coo. of fOCO ow Woof anew f w off" of oo. nano OW fel Oetorf natotorys• nhlterriaer, 10. *a giro via Ft en ONO rol (Soo OX0010,1yOur Waal In, atel f b lot, Otto Mayo bon toon. t Sere appit lintale tea nit Ir in Ins ra.doi Ilmsc •YlealryfratJap. Vas OW* nem roonslarol. festoys Inc onto foo awe loon d dews %Saw *to oet41/~Neel spr-4I a Mello be pillar IM In itAvige10•9m1 wit Rnertry <awl oast leloititoof wool Ices Nile, um Ice Wit el...Entity van a. $530. • jerenary,groxon mitA, ro)Otetle imtuneelt aid ens Mem Welk OW Sed(404/01. ci - a Ia. to Ow IONA att WM*. sow F PER Sink* 04). I of I 7/25/201I 3:32 PM CONFIDENTIAL Subject to Protective Order IATS - 000305 SDNY_GM_02774410 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261050 EFTA01339678 FC4IM APPROVED OMB NO. 21204042 UNITED STATES OF AMEPICADEPARTIIENT Of TRANSPCEITADEN laNALNINTIONADMISTRATIONAMICE lealgOliCYAINIMMITICALCV411.1 • AIRCRAFT DON CERT: ATE =IPA a:ISMER N E itiRefUerSt aiRER 1 . STIOC AIRCIIMT . SERIMMot c oo ....7 ...._ TYPE OF ITO)STRAllgal (Cho* Pio boa 01. Inividual 02. Partners,* O. Corpselike 04. 0 R. Non-Ciliien Ceepamtion Fl B. teen-Citizen 5. NAME OR APRJCANT Qiimeson(a) Shown on cralanee a ovnenNg. II Inclidclual. On Fre.C. el 0 tel/1 Aiv- 4-:cir OPIAL ± .11C... 4 ClItt 112UP,IONE Noun[ ( I k e ADDRESS0'0~0M Nuns. and MN* Rural Rout*: manna Andros I Mlappleani CO aal) Of P. Med. Mal .1010 be thown)• krr a i FA t A 6( 1 : Z DO -)._ an \4 ' i I IM i WO \ XP CODE is %03 0 CHECK ATTENTION! • A laho Of diShOnett Mt CallInein II) Thal Ms *cue 04 ow Unte4 ft ikdng vuu, Pelt ONE.A5APPKEIT a. . Arm:Mart b. A non-cilizen - and sde • inspaacn to That the zdrcraidt p:. That legal *V NOT TYPE OR P \1-Z)V HERS YOU Read the Watt 10 Wry inutenon *wall is owntd Slates eke Mains a aliceo.rah caierized *east el ARE N EP G ACHANGE folio g s ate nt fore signing This i US mploted. In ti, cation Y s tor wilt/mint 5 T ICON ER • A ION OF this application. by In, anat.. ccaporat an) ADDRESS Pnpriscrrntra - ), CI, .. • kr a Undoleala ;at* t a C.4atfinnc)4Y0 a ' ns 'prtmealy In St o. Form 1.551) /b. are avrAnt* business (moot the Lev( ol (alabg . ay twin Sign newel ex figla hors, aid of any loreign musky; and vvirship la has been Nal all, tn. Y.:4yd A4abon AtImInnizaece. ' t tiled A ir snip ell *Scants must sign. Use reverse side II necessary. - ME BET— SIGNATURE PART OF CATION MUST IN INK, ei . ni V iccPre. itie Ci+ f DATE teN K . aa-chr WC TIRE DATE I an Wrier g‘a TITLE DATE NOTE Panclne recelpl MAO Corlatate 04 Magi nesetrouco.lhe Leath mai be aparalad fan oetsd not In exam of SD OEM asap wild% Sr* tr.• Few caw Of dataaseesen nal be clelal al he ann. AO Pam 00504 ll/09( P45.10052-004326-9307)3upersodes ProwSaus Eddon CONFIDENTIAL Subject to Protective Order IATS - 000306 SDNY_GM_02774411 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0026 105 I EFTA01339679 FORM APPROVED OMB No. 2120.0042 UNnED SEAMS OF AMERICA DEPARTMENT OF 11EANSPORTATION sCOGAALAvIalONADOA0011447101•44PMWONAOMITAMOMAIMOU WM% • PJACPAST REGISTRAWN APPUCATON .fl,., OEFIt lE(WE DATE we 44, • ..mmAillaimm N 722JE MICRAPIMANUFACTUREIT&MOLIEL Keystone (Sikorsky) S -76C WON'T SERIAL NO. , 760750 ei . - • TYPE Cf RECTSTRMION Chock Ono tog 0 I. IrtdMOuel -02. ParInOONO • . 83. CerPorebn 04$ Co- 5. 0 8. tiOn-Citiam Oorpore;On CI El, Non-OliTen NAME Ca APPUCAHr IVa,c*1 known on inTdonai ot °PCP. If luvivkluot 0. 0 Ord I AT * ASI Wings, LIZ Ara Cla num‹,"„„fmaj8601 273-0386 k 474) on sump met ADDRESS (Patentee matg pIdepis tot litsI exam( Ow be I . 151 Farmington Ave :5::1 incl poet A.Tolobr Rog A0,* Dry , '' tnt i L Hartford ecir :0-- i VP COLE 06166' -1 • : q CHECK HERE IF YOU ARE ON EPORI4.I G'A CHANGS0F ADDRESS Es•- • ATTENTION! Read the follotpg statem£nt EiD1Ore signing this application. Ibis p is MU iSCVMplOted. :•;' A tone or denotes, wen to my quanta In eV / auc itov‘en RV puoiannt gra, Ondia Impleanmont S C. 10011 • ER4kATION\ UWE CERN', ...> ‘ Xi k (1 Tonne *NA b under $ A c,:..Ion ir4LKIN#IrparaliOng ol Ita WW1 ., Of 401WInni.giiIniarn• 1• Fa St of Conn 1451) No balms pic( No Imo of Motel enamel guilt primacy Norco siiitescassona ersiateours are lasasseay • . Y°P . .. p) Thu tho Swift is al env rails cowls): PPS ' / ... ..' ' p) ITN** hes 000,4101.011 Ow Pods! A,Iedon AdraktIsbvsbn. A.,. i... . . . . ... .. . NO enship Stet:Oltenia must sign. Use ramose Side it neonsatity. TYPE OR EIRTRNATURE EACH PART OF THIS APPLICATION MUST SE SaNER IN INte., ) • RgItistant Ccieporate ecretary of Aetna Tnc.-„ DATE 6LtY einda Westbrook , Managing Member of ASI Wings, LLC sae i ARE . • DATE NOTE Peedimermeipt el No Orticatit of Mean AntiPayon. the See men be Rented lore plebe not in excess 04 90 OTTLEKANI •PTOTINA tee AM( ten/ M MP epramiloniefrel be Solid In the Swan. • AC Faro 8050-I (1/09) (NSW C052-00128-9007)SuPersados Pmts.* RINbn CONFIDENTIAL Subject to Protective Order IATS - 000307 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, SDNY_GM_02774412 and 17 EFTA_0026105/ EFTA01339680 RE. N722,1E& Nie2AE-Docincilts in Escrow Subject: RE: N722JE & N162AE-Documents in Escrow From: Ted Osgood Date: Mon, 25 Jul 2011 16:20:04 -0400 To: Tonya Butle Darren Indyke S George Irena Damnjanoska , Jap Blankenship , Anthony Dennis "Marcroft, Coreen ac osep CC: Mike Dwyer Mike Mikolay Please send the pink slips to Aetna's hangar in Hartford, CT, since both aircraft will be there at closing: Executive Jet Management 58 Lindbergh Drive Hartford, CT 06114 Ted Osgood Aircraft Sales Director Guardian Jet, I.LC 1445 Boston Post Road Guilford, CT 06437 www.Guardiaget.com Front: Tonya Butler Sent Monday, July 25, 2011 4:14 PM T : Darren Ind ke• Geot Reenstra; Ted Osgood; Irena Damnjanoska; Jap Blankenship; Marcroft, Coreen Anthony Dennis Subject: N722JE & N162AE-Documents In Escrow Please find attached copies of the original documents held in escrow for N722JE and N162AE. We also received the pink slips from the AFR for both aircraft. The parties will need to keep the pink slip in the cockpit of the aircraft, until the certificate of registration is completed. Please advise what address you want us to send the pink slips back to by Fed-Ex. Sincerely. Tanya Butler Escrow Assistant for Joan F. Roberts - VP Insured Aircraft Title Service, Inc. 4848 S.W. 36th Street Oklahoma O OK 73179 1012 7/ 25/ 201 t 3:28 I'M CONFIDENTIAL Subject to Protective Order IATS - 000308 SDNY_GM_02774413 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261053 EFTA01339681 RE N722.Oi& Ni62AE-Docinnents in Escrow yominSULISIAralud100.1 This message has been scanned for viruses and dangerous content by MailScanner, and is believed to be clean. This message has been scanned for viruses and dangerous content by MailScanner, and is believed to be clean. 2 012 7/25/2011 3:28 PM CONFIDENTIAL Subject to Protective Order IATS - 000309 SDNY_GM_02774414 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261054 EFTA01339682 FEJ .T FRS SNIDER ATTORNEYS AND COUNSELLORS AT LAW KUM SNIDER SLANNENSOPP SNLEY 6 WORN& P.C. OKLAHOMA CITY ■ TULSA July 22, 2011 VIA HAND-DELIVERY Insured Aircraft Title Service, Inc. Attn: Kim Thompson 4848 SW 36th Street Oklahoma City, Oklahoma 73122-2116 Re: N722JE and N162AE Dear Kim: IRENA DAMNJANOSKA ASSOCATE Pursuant to Section 5(bXiiXB) of the Purchase Agreement between ASI Wings, LLC as Purchaser and Freedom Air International, Inc. as Seller covering N722JE, enclosed is an original of the application for aircraft registration executed by ASI Wings, LLC. Pursuant to Section 5(b)(iXA) of the Purchase Agreement between ASI Wings, LW as Seller and Freedom Air International, Inc. as Purchaser covering NI 62AE, enclosed is the original of the Warranty Bill of Sale executed by ASI Wings, LLC as Seller. Please let me know any questions you may have regarding any of the above. lD/tjb Enclosures S70265310XQ V truly rena njanoska Forth inn 100 NORTH BROADWAY. SUITE 1700 OKLAHOMA CRY, OKLAHOMA 73102-8820 voww.fellensnIder.com TELEPHONE 405.232.0621 ■ FAX 405.232.9059 CONFIDENTIAL Subject to Protective Order IATS - 000310 SDNY_GN1_02774415 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_00261055 EFTA01339683 DARREN K. INDYKE Darren K. Indyke, PLLC 301 East 661b Street, 10B New York, New York 10065 email: dkiesq@aolom July 21, 2011 VIA FEDERAL EXPRESS (405-681-66631 Ms. Tonya Butler Escrow Assistant for Joan F. Roberts - Vice President Insured Aircraft Title Service, Inc. 4848 S.W. 36th Street Oklahoma City, OK 73179 Re: Sale and Purchase of N722JE and N162AE Dear Ms. Butler: In connection with the Closing Escrow maintained by Insured Aircraft Title Service, Inc. for the sale by Freedom Air International, Inc. ("FAI") to ASI Wings, LLC ("AV) of N722JE and for the purchase by FAI from ASI of N162AE, I have enclosed the following executed, but undated, documents for you to hold in escrow: 1. Warranty Bill of Sale of FAI relating to sale of N722JE to ASI; and 2. FAA Aircraft Registration Application on form AC FORM 8050-1 relating to registration of N162AE on behalf of FAI. These documents are to be held in escrow subject to and in accordance with the provisions of the Aircraft Purchase Agreement entered into as of July 18, 2011 by and between SAI, as purchaser, and FAI, as seller, relating to the purchase and sale N722JE, and the Aircraft Purchase Agreement entered into as of July 18, 2011 by and between SAL as seller, FAI, as purchaser, relating to the sale and purchase of CONFIDENTIAL Subject to Protective Order IATS - 000311 SDNYGM_02774416 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_00261056 EFTA01339684 N162AE. Pleas i t of the enclosed documents by email to the to lap Blankenship, Esq. at Thank you for your assistance in these matters. Sincerely, Clut-U-0- 1( Darren K. Indyke CONFIDENTIAL Subject to Protective Order IATS - 000312 SDNY_GM_02774417 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261057 EFTA01339685 ARAUTP22 AIRCRAFT REGISTRATION SYSTEM 06/29/11 ARAUTM30 LIMITED LIABILITY INQUIRY 08:03 Phase Name : ASI WINGS LLC (DE) Effective Date : 10/29/1998 Expire Date Limit/Restrictions : NONE Authorized Signer 1. MEMBER 2. 3. 4. Accept Date : 12/22/2009 Accepting Examiner : Christine Mounger Enter-PF1---PF2---PF3---P£4---PF5---PF6---PF7---PF8---PF9---PF10--PF11--PF12--- OPT MAIN PREY CONFIDENTIAL Subject to Protective Order IATS - 000313 SDNY GM_02774418 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261058 EFTA01339686 8 0 To: Federal Aviation Administration 0 Civil Aviation Registry 0 Aircraft Registration Branch 0 P.O. Box 25504 Oklahoma City, OK 73125 8 Date: November 30, 2009 Re: Statement in Support of Registration of United States Civil Aircraft in the name of a Limited Liability Company Ladies and Gentlemen: ASI WINGS, LLC (the "LLC"), is a citizen of the United States as defined in 49 U.S.C. § 40102(a)(15), and is eligible to register aircraft in its name. In that regard, the following representations are made: I. The LLC is lawfully organized in the state of Delaware. 2. The effective date of the LLC is October 29, 1998. 3. The name of each of the members of the LLC and the type of entity of each (i.e. individual, corporation, partnership, or LLC) are as follows: Name Type of Entity U.S. Citizen Aetna Inc. Corporation Yes X No 4. The LLC is managed by the sole member and the member may ac independently. 5. The member named above is a citizen of the United States as defined in 49 U.S.C. 40102(a)(15). ASI WINGS, LLC By: Aetna Inc., Managing Member adtlejL By: Name: Mel Yid a. CS 1-b }IDOL Title JuIsi dStiVair trutieSechituy SOI 1332:03173 CONFIDENTIAL Subject to Protective Order IATS - 000314 SDNY GM_02774419 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261059 EFTA01339687 VIII0HT1)10 1.113 VW0I1V-1110 LS Z1 Wd OT OM 6002 Ii01.1.1MISI03111O21311IV VV3 H11M 03114 CONFIDENTIAL Subject to Protective Order IATS - 000315 SDNY_GM_02774420 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261060 EFTA01339688 IR Forms & Filings CONFIDENTIAL Subject to Protective Order IATS - 000316 SDNY_GM_02774421 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261061 EFTA01339689 aviareto Transaction Statement Issued by Aviareto Limited, Registrar of the International Registry for International Interests in Mobile Equipment (Aircraft Equipment) Created on 26 Jul 2011 at 17:41:59 GMT Transaction Statement No: 15816642 Services supplied to Organisation: Insured Aircraft Title Service, Inc. 4848 SW 36th Street Oklahoma City, Oklahoma 73179, United States Organisation ID: 7524 Name: Brenda K. Cobb Services Supplied Date Transaction II) Description Quantity 26 Jul 2011 1428AA1F31 INTEREST - REGISTER • SIKORSKY / S-76/ 1 760472 Price (USD) 100.00 Subtotal (USD): 100.00 VAT (USD) charged at 0%: 0.00 Total (USD): 100.00 Credit Balance: 8,440.00 Payment Method: PREPAID This is not a request for payment. Payment has been made in full. Aviareto Regjalefed Office: Aviareto Still< 3. Plaza 255. Blanchardsion Co. pond° Park Ptase 2. Olonthardtiown, Dublin 15. Republic of Ireland VAT registration number: lir:6403536Q CONFIDENTIAL Subject to Protective Order IATS - 000317 SDNYGM_02774422 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261062 EFTA01339690 aviareto Transaction Statement Issued by Aviareto Limited, Registrar of the International Registry for International Interests in Mobile Equipment (Aircraft Equipment) Created on 26 Jul 2011 at 17:50:45 GMT Transaction Statement No: 15816964 Services supplied to Organisation: Insured Aircraft Title Service, Inc. 4848 SW 36th Street Oklahoma City, Oklahoma 73179, United Stain Organisation ID: 7524 Name: Brenda K. Cobb Services Supplied Date Transaction ID Description Quantity Price (USD) 26 Jul 2011 1428B235A1 INTEREST - REGISTER • Turbomcca / Aniel I 50.00 251/20040 Subtotal (USD): VAT (USD) charged at 0%: Total (USD): 50.00 0.00 50.00 Credit Balance: 8,340.00 Payment Method: PREPAID This is not a request for payment. Payment has been made in full. A viniao Regisiered Office: AVISHCIO Limib4 Suite 3. Plaza 255. Blowhards:soon Corporate Puk Phase 2. Dlanchartlaiort. Dublin IS, Republic of Ireland. VAT registration number: 166403536Q CONFIDENTIAL Subject to Protective Order IATS - 000318 SDNY_GM_02774423 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261063 EFTA01339691 aviareto Transaction Statement Issued by Aviareto Limited, Registrar of the International Registry for International Interests in Mobile Equipment (Aircraft Equipment) Created on 26 Jul 2011 at 17:55:22 GMT Transaction Statement No: 15817284 Services supplied to Organisation: Insured Aircraft Title Service, Inc. 4848 SW 36th Street Oklahoma City, Oklahoma 73179, United States Organisation ID: 7524 Name: Brenda K. Cobb Services Supplied Date Transaction ID Description Quantity Price (USD) 26 Jul 2011 1428B66EAF INTEREST - REGISTER - Turbomcca / Arriel 1 50.00 251 / 20533TEC Subtotal (USD): 50.00 VAT (USD) charged at 0%: 0.00 Total (USD): 50.00 Credit Balance: Payment Method: This is not a request for payment. Payment has been made in full. 8,220.00 PREPAID Aviamo Remstaed Office: AViCIITIO Limited, Suite 3, Plait 255, BLancltudttown Comet-ate Pork Phase 2, filanchardsumn. Dublin IS, Republic of Ireland. VAT registration number: 166403536Q CONFIDENTIAL Subject to Protective Order IATS - 000319 SDNYGM_02775424 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261064 EFTA01339692 07/26/2011 13:10 4056883711 PAGE 01/01 Paperwork Redaction Au State/mat: The information collected on this form h necessary to obtain authorization to Irefivrvig infmnation to the Intonational Rcimry. 11w information is a conirtion for the iskalkirt ore tUtlitn authorization code. We CS0Male ihtil it win take 1pprOM Meekly JO minutes tocomplete the form. (lease rote int any spiny may MX COMM Or sponsor, and n person requited to respond M, to.. collection of infatuation untcm ft displays a eurrordly valid OMR control number. OMR 2120697, AUTHORIZATION CODE IRN20110726120229 FAA ENTRY POINT FILING FORM INTERNATIONAL REGISTRY PARTY: (At least one party is required) Name ASI Wings, LLC Address 151 Farmington Avenue, Hartford, CT an 58 Phone 880.2734388 PARTY: Name Freedom Air International, Inc. Address Phone Electronic Address Electronic Address COLLATERAL: (Repaired) Aircraft Make/Model SIKORSKY S-78 Engine Manufacturer/Make Serial Number 760750 Model Registration Number Nr4,IE Sctial Number TuReoitigedt -runsomEcA ACRIEi Pa2._ AFIRIFL282 422$5 42256 O Additional collateral listed on attachment TYPE OF INTEREST: (At least one block must he cheeks) El Nodes of Prospective international Interest, Prospective assignment, prospective sale ID International Interest I71 Contract of Sale O Discharge or Release O Other (specify type) SUBMITTED BY: INSURED AIRCRAFT TITLE SERVICE. INC. 4848 S W, 36TH ST.. OKLAHOMA CITY, OK 73179 (name, and rem, telephone number) 405-681-6663 (JR) AC Pore, 5050.13$ (02/0a) Page 1 of CONFIDENTIAL Subject RS Protective Order IATS - 000320 SDNYGM_02774425 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFUL00261065 EFTA01339693 WARRANTY BILL OF SALE The undersigned, FREEDOM AIR INTERNATIONAL MC. ("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 I R , 2011, between Seller and Purchaser, and also including all airframe, engine and accessory logbooks, night 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 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 EN 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 his caused this Warranty Bill of Sale to be executed by its duly authorized officer, as of this o day of July, 2011. FREEDOM AIR INTERNATIONAL INC. bo "3 t-- )- z co tii tad 2 p D ) ... c{ ILL:2 <F-- z< •• an I-< CONFIDENTIAL Subject to Protective Order IATS - 000321 SDNYGM_02774426 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261066 EFTA01339694 FORM APPROVED OMB No. 2120-0042 NOTED STATES Of AMERICA DEPARTMENT OF IRANSPORTADON TEITIRAT.MWICTI AOITIMISTAOTIONASTA MONTIONAY IAROKWITICAL MITES AMCRAFT REOGITIATTONAPPLICAllON CERT: ISSUE DATE REGIVIIMA TVEMOEFI N 722JE ASCRAFT MANUFACTURER & MODEL Keystone (Sikorsky) S -76C ASICRAFT SERIAL No. 760750 FOR FAA USE ONLY TYPE OP REGISTRATION fl eck One Wee O 1. InOWO.441 O 2. Partnere:11OP EIS. COrPORITIOn O 4. CO-Ovenew O 5. GOvernment O S. Non-Citizen Ceeporalion O 9. Non-Citizess Corporation Co-Owner NAME OR APPLICANT (Penorpl mown on enTesnee of ownenshie It in...duel give tel rano. Net name. and mdse mil's" ASI Wings, LLC TELEFITCHE NUMBER: I 860) 273-3386 ACCOIESS FATITAInted Malec, AMAPA lot NI acceeeni on Need P.O. Box is wed. PITY4441 Oen* vial ODA DO earn) Plonlier and stoolor 151 Farmington Avenue We Delft P.O. Roc Ott' Hartford STATE Connecticut VP COOE 06156 O CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Read the following statement before signing this application. This portion MUST be completed. A Rae at clePoosst rep. IC eny CpaitICA ET Via appplEatiy, 'nay broom:1i (Cr p,a*M'.nl by Me aniThr wrpnycoment N.S. Cos*. Tom II. Soc. TOON. CERTIFICATION ME CERTIFY. (II ThS the above pica* inorepl by the under/apnea epeeteant ate is a teem {ACACIAS oorporatceal a norms SIMee. Par vote vest. give earns el sumer A Or c4TECK (WE AS A/ ePROPII/ATP 4 A Neident Sen. web Oen nootramon "cent 1.151 or Fenn 1451) No. A A non-DADDIEEEDOETOTTO EEIWYPOS and clog wane** order so Tex al(Diais end sem eircen e Imes end peirnAlly used in the Uneed SIGN. FlecodeceMoM sours we essedale ter IfiSpeaket A III Ilan es airerS is net mestere:I ...der ihe rename toregn 0Oulary; MO MIA& MAW OVTienC• at opnennip is Ma, or Me been lied wan me Feet.* Asietice Adninlerelen. NOTE: If aima9O9 lot ca-OvisvirshiP all scoscants must sign. Use reverse side if necessary. TYPE OR PRINT NAME BELOW SIGNATURE EACH PART Of THIS APPLICATION MOST SE SIGNED IN INtc NAWAE S Alistant Corporate ecretary of Aetna Inc. DATE 9.44‘ -// -," SIDRA Melinda Westbrook Managing Member of ASI Wings, LLC DATE SIGNATURE TITLE DATE NOTE POPTAEIT TCOPPT a ITTOGoleal* 44 Reath 41•901,1411. 1. Th• *ATM max ITTE APETawynots woo not in <Ara el 90 dem S welch thee the NW COpy of INC ipPTCAPOn mull be Carrlenl the Perak AC Form90904 (/00) MST. 4052-00.621140071 Sup/soda Pne•Tows Eileen floe N zaa LLi tu ci. 2 2 FL. D OIL •t Owe? _I I- 9 < Z< • • LLI < O LI CONFIDENTIAL Subject to Protective Order IATS - 000322 SDNY_GM_02774427 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261067 EFTA01339695 Paperwork Reduction Act Simonton The information collected on Um form is necessary to obtain authorization to tlaronlit information to the Intemmional Registry. The information is a condition for the issuance of a unique authorization cede. We estimate that it will take approximately 30 menuies to complete the Tam Please note that any agency may not conduct or sponsor. and a person is not required to respond to. a collection of information unless it displays a tUffently valid OMB control number. 0082120-007. AUTHORIZATION CODE FAA ENTRY POINT FILING FORM INTERNATIONAL REGISTRY PARTY: (Al least one party is required) Name ASI Wings. LLC Address 151 Farmington Avenue, Hardord, CT 06156 Phone 860-273-3386 PARTY: Name Freedom Air International, Inc Address Phone Electronic Address Electronic Address COLLATERAL: (Required) Aircraft Make/Model Serial Number U.S. Registration Number SIKORSKY 3-76 760150 N722JE Engine Manufacturer/Make TURBOMECA TURBOMECA Model ARRIEL282 ARRIEL 282 Serial Number 42285 42286 K Additional collateral listed on attachment TYPE OF INTEREST: (At least one block must be checked) K Notice of Prospective International Interest, Prospective assignment, ',mutt-live sale K International Interest 21 Contract of Sale K Discharge or Release K Other (specify type) SUBMITTED BY: INSURED AIRCRAFT TITLE SERVICE. INC. 4848 S.W. 36TH ST.. OKLAHOMA CITY. OK 73179 (name, address, telephone number) 405.681-6663 (JR) At Form 5050433 (Mm6) Page 1 of CONFIDENTIAL Subject to Protective Order IATS - 000323 SDNY_GM_02774428 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0O261068 EFTA01339696 aviareto Transaction Statement Issued by Aviareto Limited, Registrar of the International Registry for International Interests in Mobile Equipment (Aircraft Equipment) Created on 26 Jul2011 at 17:59:59 GMT Transaction Statement No: 15817602 Services supplied to Organisation: Insured Aircraft Tide Service, Inc. 4848 SW 36th Street Oklahoma City, Oklahoma 73179, United States Organisation ID: 7524 Name: Brenda K. Cobb Services Supplied Date Transaction ID Description Quantity Price (USD) 26 Jul 201 I 1428BAA9D0 INTEREST - REGISTER - SIKORSKY / S-76/ I 100.00 760750 Subtotal (USD): 100.00 VAT (USD) charged at 0%: 0.00 Total (USD): loo.00 Credit Balance: 8.085.00 Payment Method: PREPAID This is not a request for payment. Payment has been made in full. Avarcto Registered Office: Aviattio [Amsted. Suite 3. Plan 255. Blanchardsteval Corponte Pa* Phase 2.11Inewhaubsown. Dubin IS, Republic of Inland VAT registration number: 166403336Q CONFIDENTIAL Subject to Protective Order IATS - 000324 SDNY_GM_02774429 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261069 EFTA01339697 aviareto Transaction Statement Issued by Aviareto Limited, Registrar of the International Registry for International Interests in Mobile Equipment (Aircraft Equipment) Created on 26 Jul 2011 at 18:05:10 GMT Transaction Statement No: 15817924 Services supplied to Organisation: Insured Aircraft Title Service, Inc 4848 SW 36th Street Oklahoma City, Oklahoma 73179, United States Organisation ID: 7524 Name: Brenda K. Cobb Services Supplied Date Transaction ID Description Quantity Price (USD) 26 Jul 2011 1428BF655C INTEREST - REGISTER - TURBOMECA / I 100.00 ARRIEL 2S2 / 42285 Subtotal (USD): too00 VAT (USD) charged at 0%: 000 Total (USD): too.® Credit Balance: Payment Method: This is not a request for payment. Payment has been made in full. 7,935.00 PREPAID Reelect* Repisteted Offiec Reelects Limited. Suite 3, Plan 255. fitembetteseeseet Coepoiale PAP Phase 2, abaci...Widow" Dublin I5. Republic of Ireland. VAT registration number: 1E6403536Q CONFIDENTIAL Subject to Protective Order IATS - 000325 SDNYGM_02774430 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261070 EFTA01339698 aviareto Transaction Statement Issued by Aviareto Limited, Registrar of the International Registry for International Interests in Mobile Equipment (Aircraft Equipment) Created on 26 Jul 2011 at 18:10:17 GMT Transaction Statement No: 15818082 Services supplied to Organisation: Insured Aircraft Title Service. Inc. 4848 SW 36th Street Oklahoma City, Oklahoma 73179, United States Organisation ID: 7524 Name: Brenda K. Cobb Services Supplied Date Transaction ID Description Quantity Price (USD) 26 Jul 20I I 142804132/) INTEREST - REGISTER - TURBOMECA / I 50.00 ARRIEL 2S2 /42286 Subtotal (USD): 50.00 VAT (USD) charged at (r/o: 0.00 Total (USD): 50.00 Credit Balance: Payment Method: This is not a request for payment. Payment has been made in full. 7.88500 PREPAID Aviareto Regigeted Office: AviateM Limited, Suite 3, Plaza 255, Blancharduown Comorate Park Phase 2, Blancharattown, Dublin 15. Rcpubbc of Inland. VAT registration numbs: IE6403536Q CONFIDENTIAL Subject to Protective Order IATS - 000326 SDNYGM_02775431 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261071 EFTA01339699 International Registry Page 1 of I Horne User Area Registration Area Search the Registry Fees and Payment Options Documentation and Information Arabic Chinese English French Russian Spanish FADS (Frequently Asked Questions) Contact Us Annual Statistical Report Help Login Judy iluntomen insured Aran Dee Service. Inc Logout st S nr -i2 , Fad INTERNATIONAL REGISTRY OF MOBILE ASSETS Ig Request Authorisation to work on Aircraft Objects Authorisation Request Confirmed nor ataxmaron reGJOUS ale being processed. You mil be contacted by email as each mandual request is approved Manufacturer Name Model Designate Manufacturers Serial Number SIKORSKY S-76 '760750 TURBOMECA IARRIEL 2S2 42285 12ft , 2 > TURBOMECA IARRIEL 2S2 142286 SIKORSKY S-76 760472 C rurborneca ;Atrial 2S1 20633TEC • 1 J Entity ID Elgin Nam Freedom Mr Internabenal. Inc -_aer govea 293884 Wogs. Aso W ,. U-C --appg—Chied Return to start By elating this site you aclutowledge and agree to all terms and conditions stated heron Intns:// [truncated]