EFTA00285809.pdf

death. shall pass to and be assumed by Purchaser upon the filing of' the FAA 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 .Nircma and all risks incident to ownership, maintenance. repair, use and modification thereof 12 Other Matters (a) Except as otherwise provided herein, neither party hereto may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other party. Notwithstanding anything to the contrary provided in this Section 12, Purchaser may assign this Agreement or any rights or obligations hereunder to any affiliate of Purchaser without the prior written consent of Seller, provided that the assignee shall assume all liabilities hereunder Notwithstanding anything to the contrary provided in this Section 12, both parties hereto shall be entitled to assign this Agreement (without the consent of the other party hereto) to a third party but solely for the purpose of qualifying this transaction as part of a like-kind exchange under Section 1031 of the Internal Revenue Code of 1986, as amended and Revenue Procedure 2000-37. Such assignment to a third party, 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. (in 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 betel it. (e) This Agreement may be executed in one or more counterparts. and all such counterparts shall constitute one and the same instrument. EFTA00285809 (0 No modification or 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 permitted hereunder shall be in writing and, except as may otherwise be provided herein, shall be deemed to be given when delivered personally, or sent by internationally-utilized overnight delivery service on a priority basis, or sent by facsimile or c-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 part}: If to Seller: Royale Developments. Inc. Co Heritage Corporate Service' Limited Heritage Hall Le Marchant Street Guernsey Attention: 'Ferry (Mille Email: and Bovale Developments Culcommon Hatterstomi Co Meath Ireland Attention: Michael Bailey Email: If to Purchaser: IlyperMn Air, Inc. 103 Foulk Road, Suite 202 Wilmington, DE 19803 Attention: Darren K. Indyke Fax: Email: with a copy to: Darren K. Indyke Darren K. Indyke. P1.1 C EFTA00285810 301 East 66th Street, 108 New York, NY 10065 Fax: (h) Any signatures on this Agreement may be transmitted via facsimile ore-nail Including without limitation in .pdf commit kvhich signatures shall be deemed originals for all purposes if transmitted in accordance with Section 12(g) above (1) 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 descriptive headings of the several sections of this Agreement are inserted for convenience of reference 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 panics hereto and their respective legal representatives, successors and permitted assigns. This Agreement shall be construed and enforced in accordance with the laws of the State of Delaware. excluding its conflicts of laws rules, and, to the extent applicable. the laws of the United States of America. (m) If any clause, provision or section of this Agreement is found by any court of competent Jurisdiction to he 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 panics shall not be materially and adversely affected thereby. (n) All payments pros idcd for in this Agreement are to be made in United States Dollars. (o) Purchaser and Seller each agree to indemnity and hold the other harmless in respect of any claims for brokerage fees, finders fees, agent's commissions or other similar payments or forms orcompensabon which may be mane against the other parry as a result of the other parry's involvement in the purchase or sale of the Aircraft. Seller represents and warrants that the only person or entity with whom Seller has any such arrangement and for which Seller shall be solely responsible Is Premutir Global. Purchase represents and warrants that It has no such arrangement with any person or entity. EFTA00285811 (Signatun: Blocks Appear un Following l'agcs) EFTA00285812 IN WITNESS WHEREOF, the panics to this Aircmll Purchase Agreement have caused it to be executed by their duly authorized representatives sfit,ER: BOVALE Dizap.0/ ILN/SINt titusTEL By: _ Name • Title: John Wright Secretary B Alf 1)1 \ 1 1 4 11", \I '• i F i y:. " 1 C -14 4 _25%9 -14 e' Title 0 6----s• dae-0, 4497,7 puRt HYPERION AIR, INC By:_ _ _ Name: fiat 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 hereof. Dated this day of February, 2012 INSURED AIRCRAFT TITLE SERVICE, INC. By: Name: Joan Roberts Title: Vice President 14 EFTA00285813 EXHIBIT A Serial Number: Registration: Manufacturer Date: Total Time Airframe: 2001 1,660 bra Equipment • Retractable Undercarriage • Pilot and Co-pilot Brakes • Dual Controls • Air Conditioning • VIP Step Rill passenger side • Panicle Separator • Bleed Air Environmental Control System • Cockpit Boost Fan for ECS • Dual Flight Controls • Retractable Wheel Gear • Co-Pilot Wheel Brakes • Shadin Fuel Flow Indicators on LIDS • 48 Gal. Auxiliary Fuel Tank • Heated Glass Windshield • IcedRefreshment Drawers • Wool Carpet • Custom cockpit storage • Quiet Zone Interior • Engine Plugs and Covers • Forward recognition lights with pulse • W'helen Strobe Light System with end lights on honzontal stabilizer • LED Lower Anti-Collision light • Des ore tail rotor floodlight system • Dual Pane Windows • ThermoliAcoustic Insulation System for soundproofing cabin, • Cabin door activated overhead dome lights Exterior! Interior Flag blue exterior with Gold accent stripes. Cream leather upholstery in a 5 seat configuration with cabinet bar (Edwards & Associates interior). EFTA00285814 F.XIIIBII Avionics • Avionics Master Switch • Gold Crown Wiring I larness • Dual AFCS wiflight Director • Four Tube ENS • Dual King Gold Crown K I R-908 • Dual Nay KNR-634 • DMEICDM-706 • Garmin GNS 500 • ADF KM: 806 • Transponder MS I -67A • PS Engineering PAC 24 Audio Panel • RDR 2000 Weather Radar • Radar Altimeter • ELT- 406 mhz • Standby Attitude Ind. 3- • Honeywell K I I\1170 I AS S> stem • Bose Headsets Engines Two Allison 250-GLOB engines EFTA00285815 EXHIBIT B WARRANTY BILL OF SALE The undersigned. Bovale Developments, Inc., 'trustee. a Delaware corporation and Bovale Developments. Trustor, a Irish company (together the "Seller"). is the owner of the full legal and beneficial title in e Bell 430 helicopter bearing Manufacturer's Serial No= and U.S. Registration No. , together with two (2) Rolls Royce model 250-C40B engines bearing Manufacturer's Serial Nos. and all avionics, equipment. systems. furnishings and accessories installed on, contained in or attached to said aircraft and engines, and also including all loose (liniment that is normally or currently part of or associated with said aircraft and engines, and all aircraft rrconls and documents associated with said aircraft, engines, avionics, equipment (including loose equipment), systems, furnishing and/or accessories, all as is more particularly described in Exhibit A and Exhibit A-I attached to that certain Aircraft Purchase Agreement dated February . 2012 by and between Seller and Hyperion Air. Inc.. a Delaware corporation ("Purchaser"). and albs.> 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 map envork in Seller's possession relating to the above-described aircraft. engines, avionics, equipment (including loose equipment), systems. funushings and/or accessories (collectively, the "Aircraft"). For and in consideration of the sum of Ten Dollars (SI 0.00i and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. Seiler does hereby grant, bargain, sell, convey, transfer and deliver unto 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 legal 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 claims, leases, trusts. liens, security interests, mortgages. encumbrances, Prospective International Interests, International Interests, Contracts of Sale, Prospective Sales and any other rights of others, including, without limitation, any outstanding or delinquent taxes or fees or duties attributable to or imposed on or asserted against the Aircraft by any taxing jurisdict ion, 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 FIER.LBY SOLD TO PURCHASER IN ITS "AS IS, WHERE IS" CONIADON AND "Will I ALL FAULTS." IN WITNESS WHEREOF, Seller has caused this Warrants Bill of Sale to be executed by its duly authorized officer, as of this day _ _ . 2012. Hoy Dr121.50 nu iS fOR /-6 cnclacx-- 3 0 yA4elvehof% BOVAI.E DEVELOPMENTS. INC. TR I.!S By: Mune. John Wright Title: Secretor`, EFTA00285816 Elate: EXHIBIT C DELIVERY RECEIPT Bell 430 helicopter Manuf ct rer's Se ial • Pursuant to the Aircraft Purchase Agreement (the "Agreement") dated February 2012 (the "Agreement") by and between BOVALE DEVELOPMENTS. INC.. TRUSTEE. a Delaware corporation ("Seller"), and HYPE.RION AIR. INC., a Delaware corporation ("Purchaser"), Purchaser hereby acknowledges the delivery and acceptance of one Bell 430 helicopter bearing Manufacturer's Serial No and U.S. Registration No. to ether with two (2) Rolls Royce model 250- C.40B engines bearing Manufacturer's Serial Nos. and and all avionics. equipment, systems. furnishings and accessories installed on, contained in or attached to said aircraft and/or engines, and also including all loose equipment that is nornially or CUM:Idlypan of or associated with said aircraft and/or engines. and all aircraft records and documents associated with said aircraft. engines. avionics. equipment (including loose equipment). systems, furnishing andlot a:cessories. all as is more particularly described in Exhibit A and Exhibit A-1 attached to 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 in Seller's possession relating to the above-described airc rail, engines, avionics. equipment (including loose equipment), systems, furnishings and/or accessories (collectively. the "Aircraft"), Purchaser accepts the Aircraft at _ p.m., on .2012 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.ENGENES AT DELIVERY: Engine No. I (MSN CAE Engine No. 2 (MSN CAE TOTAL IANDINOS AT DELIVERY' bourse) cies hours'cycles HYPERION AIR, INC. By: Name: Title: Date: EFTA00285817 WELD STATES OF AMERICA IRnaTMFNrP tILA•01AIRTAII0A it a RAI. AVIATION 4SMINISIIAIICY, AIRCRAFT SILL OF SALE I OR AND IN CONSIDERATION OF S IAN & OTHER VALUABLE CONSIDERATIONS THE UNDERSIGNED OWNERiST OF AN Nolvion.) INTEREST IN THE LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS TARED STATES REGISTRATION NUMBER AIRCRAFT MANUFACTURER & MODEL L. ;so - AIRCRAFT SERLAL No, _ _ DOES THIS DAY OF 200 HEREBY SELL GRANT 1RANSFER AND DELIVER ALLRIGHTS TITLE. AND INTERESTS IN AND TO AN UNDIVIDED 100% INTEREST IN SUCH AIRCRAFT UNTO. 14 M II As/ It 1/4. 'ATE AND ADDRESS AMP GIVE I. %1.4w • my I h‘k.i i4•4 VE R‘c., Cloa I 02. Few...cc g.,-7er rrE 'AO Uoi mt Ner-ro N -DELA ImPiliC 19g03 ti 5 Ft Do No yea Ir Tine*, FOR FAA USE ONLY OWNING an WIT% Ided 100% Interest NIALkll (TMTMICAW NIJAWM ANT) 2 NECI rI(114..0 INISTRAllilt. Ate %SS/Q. . 10 IIANF ANT) III POW SI II API YTR SAID AIRCRAII /NI VEII AM/ V. AIMANTSTIli IN ILATIMONY WHEREOF WE NAVE SET OUR NAM) AND SEAL 71113 DAY OF 200 •-. S %MEM OF SELLER NIP/1201 I. ut Jise VIM/. t.31•• %Ne Director SIGNATURE Iw isloiR MEMO 70/1(0.0110•015...ALLIIINT %lc / rrrt.r. TrnUI1R PithrThrit William P Mernarr Jnr SI KNOB Libt./.%IL,; I (Nei at :coon I-OK 'Altura I /RUA\ %I k e'WE% I: rt. !...AY 1.”..'9.1 D Ire Li 0. A- tt/l< II.: I..., I kr EFTA00285818 Ircland.com Mail: N901R.L. Bovale Developments inc Page I of 5 Ireland.com Mail N9OIRL Bovale Developments inc From : Terry Guille Subject : N901FtL Bovale Developments inc To : 'Michael Bailey' < Dear Mick Tue, 21 Feb, 2012 10:18 Please sec below where I have advised the Title Agents. Joan Roberts at IATS, that the release of sale documents signed by the Owner Trustee is dependent on transfer by them from sale proceeds of the amount outstanding to Heritage. If need he please would you authorise Joan Roberts to make this payment. The outstanding amount due to heritage is made up as follows: Courier £55.00 Sale £250.00 Late payment charges to 01/02/12 £385.20 Dissolution £300.00 Delaware Agents Fee & State Taxes £262.00 Annual Fee 2011 £1,605.00 Paid on account -£930.90 Annual Fee 2012 £1,450.00 £3,376.30 Thanks Ibr dealing with this and also the earlier payment at the end of Dett.mhtcrib ditlituh circumstances tbr vou. Kind regards Terry https://mail.ireland.com/zimbra/h/message?si=2&so=0&sc=27179&sfi=2&st=messag... 21/02/2012 EFTA00285819