EFTA02442345.pdf

VIA EMAIL May 6, 2009 Cargill, Inc. Mr. Gregory R. Page CEO P.O. Box 9300 Minneapolis, MN 55440-9300 CIO Antony Thies Central Business Jets Inc. Authorized Agent of the Seller RE: Gulfstream V Manufacturer's Serial Number 610 Gentlemen: Hyperion Air, Inc. (the "Purchaser") hereby tenders its offer to purchase Gulfstream V Serial # 610 (the "Aircraft") from Cargill Inc. (the "Seller") under the following terms and conditions: 1. The purchase price shall be Twenty Two Million Dollars and No/100 ($22,000,000.00 U.S.D.) payable by wire transfer of immediately available funds at time of delivery. 2. Within one (1) business day of receipt of written notice of Seller's execution of this letter, Purchaser shall wire transfer to an escrow account with Insured Aircraft Title Service in Oklahoma City care of Brenda Cobb, a Good Faith deposit (the "Deposit") of $500,000.00 pending satisfactory contracting and Purchaser's initial inspection of the Aircraft. If (i) the results of Purchaser's inspection are unsatisfactory to Purchaser, in its sole discretion, or (ii) Purchaser and Seller are unable to reach agreement on the Definitive Purchase Contract, or (iii) Seller is unable to prove to Purchaser's satisfaction that Seller holds good and marketable title to the Aircraft, the $500,000.00 Deposit shall be refunded to Purchaser by Insured Aircraft Title Service. The Deposit shall become non-refundable only by the terms of the final contract. The Aircraft shall be removed from the marketplace upon execution of this letter by Seller. EFTA_R1_01517328 EFTA02442345 May 6. 2009 Page 2 3. Seller shall deliver the Aircraft to Purchaser free and clear of all liens, claims, taxes and encumbrances of every description whatsoever. 4. This letter agreement is subject to Purchaser's (a) initial inspection and acceptance of the Aircraft as provided in paragraph 6 below; and (b) execution of a Definitive Purchase Agreement in a form acceptable to Seller and Purchaser and their respective Counsel within ten (10) working days of execution of this letter agreement. In the event the contract has not been finalized within ten (10) working days, and Seller and Purchaser shall not have mutually agreed to extend the time, then the Deposit made hereunder shall be returned to Purchaser and this letter agreement, and any resulting obligations between the Parties shall immediately terminate. 5. Seller agrees to deliver the Aircraft to Purchaser in an airworthy condition, including but not limited to the following items: The Aircraft shall conform to, and include the equipment listed on, the specifications attached hereto. B. The Aircraft shall be airworthy in all respects and shall be current on the factory maintenance program. C. All issued airworthiness directives, mandatory service bulletins, and service bulletins incorporated by reference by the manufacturer shall be complied with prior to delivery. D. The Aircraft shall have all systems functioning within normal manufacturers limitations. E. The Aircraft shall have no major corrosion and no material damage history. F. The Aircraft shall include an FAA-approved aircraft flight manual, manufacturers maintenance and inspection manual, a parts catalog, engine and airframe logs, all of which shall be current and complete from date of manufacture to date of closing, all interior and wiring diagrams and supporting technical publication, and all other documentation and technical information in Seller's possession or under its control relating to the Aircraft. G. Seller shall include with the Aircraft all available spare parts and tooling. EFTA_R1_01517329 EFTA02442346 May 6, 2009 Page 3 6. As soon as is reasonably practicable after the execution of the Definitive Purchase Agreement, Seller shall move the Aircraft to a maintenance facility of Purchasers choice where Purchaser, at its sole cost and discretion, shall cause the pre-purchase maintenance facility to perform such a pre-purchase inspection as purchaser may require to determine that the Aircraft is in compliance with the terms and conditions of this letter agreement and that the Aircraft is acceptable to Purchaser in Purchaser's sole discretion. Said inspection shall include an acceptable flight test to determine that all systems are functioning properly in accordance with the manufacturers operational criteria. Purchaser, at its sole discretion, shall either accept or reject the Aircraft by 5:00 P.M. Eastern Time on the third working day following Purchasers receipt of the pre-purchase maintenance facility's written report of results of the pre-purchase inspection. Should the pre- purchase facility discover any discrepancies whose repair would be required in order for the Aircraft to comply with the Purchasers acceptance of the Aircraft, then Purchasers acceptance of the Aircraft shall so note, and Seller shall be responsible for the correction of those discrepancies at its sole cost and responsibility prior to delivery of the Aircraft at closing. 7. Purchaser and Seller agree that all aspects of this transaction including the pre-purchase inspection, the terms and conditions and parties of this agreement and any ensuing purchase agreement shall remain confidential between the parties and their agents. 8. This letter agreement shall expire if not accepted in writing by 5:00 PM Eastern Time on May 11th, 2009 Very truly yours, AGREED AND ACCEPTED THIS DAY OF PURCHASER: SELLER: BY: BY: EFTA_R1_01517330 EFTA02442347