EFTA01203605.pdf

WINDSTAR CAPITAL CORPORATION Georgewirn, Grand Cayman Letter Of Intent This Letter of Intent (hereinafter the "Letter") is made th 13 day of September, 2005 y and between 0) BERONTA TRADING LIMITED, hereinafter referred to as "PURCHASER" and/or its assignee and (2) WINDSTAR CAPITAL CORPORATION, hereinafter referred to as "SELLER" NOW, THEREFORE, in consideration of the mutual covenants herein contained, the panics agree as follows: The PURCHASER agrees to purchase and the SELLER agrees to sell the following Aircraft: Make and Model: Boeing Business Jet BBJ-2 Serial Number: 32777 Registration Number: G-OBBJ Left Engine Serial Number: Right Engine Serial Number: The aircraft is equipped with standard accessories and equipment as specified by the manufacturer. 2. The PURCHASER agrees to pay to the SELLER the total price of USD (e.100.0111Slithr ii$1@iiird.)-US Dollars. A deposit of USD 1,000,000.00 (one million) US Dollars shall be paid by the PURCHASER upon execution of this Offer to Purchase. A further USD 10,000.000 00 (ten million) US Dollars shall be transferred to the escrow account once the aircraft is delivered to the Pre-Purchase Inspection facility. The balance of the total price shall be due and payable in U S. Funds upon delivery of said Aircraft to the PURCHASER The PURCHASER will wire transfer the deposit to Insured Aircraft Title Service (TATS) in Oklahoma City. INTERNATIONAL BANK OF COMMERCE 1200 SAN BERNARDO LAREDO, TX 78040 ABA: 114902528 CREDIT: INSURED AIRCRAFT TITLE SERVICE 4848 SW 36TH OKLAHOMA CITY, OK 73179 ACCOUNT NUMBER: 0717213717 PHONE ADVISE: KIRK IVOFORD EFTA01203605  or before September 14, The SELLER will deliver the Aircraft to the PURCHASER on be mutually agreed 2005 to Jet Aviation in Basel, Switzerland or such other place as may operating costs to ferry upon, for a pre-purchase inspection. Purchaser will pay all direct the aircraft to Basel, Switzerland. an airworthy condition and all The SELLER represents that Aircraft and engines are in of delive ry of the Aircraft to the systems are to be properly operational at the time PURCHASER inspection, test flight, and 5. The Letter is subject to Purchaser performing a technical Inspection shall be acceptance of the aircraft, to Purchasers sole satisfaction. shall include, but not limited accomplished on or before September 30, 2005. Inspection boroscope inspection. All to, an airframe inspection and an ENGINE and APU be responsible for the inspections to be performed at Purchasers cost and Seller shall deliver the aircraft with all rectification of all airworthiness discrepancies. Seller shall ance with manufacturers' systems functional and in proper working order in accord ft with all spare pans, records, minimum specifications. Seller will also deliver the aircra Purch aser agrees to deliver the manuals, and documentation pertaining to the aircraft aircraft with an Export C.0 A to be determined. nt of the total price by the 6. At the time of delivery of the Aircraft and full payme R all documents necessary to PURCHASER, the SELLER will deliver to the PURCHASE and clear of all liens. charges or convey title to said Aircraft to the PURCHASER free e to the said Aircraft by fire encumbrances. This risk of loss, injury, destniction or damag PURCHASER at the time of delivery or other casualty or occurrence shall transfer to the last occur. or upon transfer of title documents, whichever event shall taxes, duties or fees assessed or 7. The PURCHASER hereby agrees to pay any and all rity as a result of this sale, delivery, levied by and Federal, State or local taxing autho HASER. Closing shall take place registration or ownership of the Aircraft by the PURC on or before October 15, 2005 in Basel, Switzerland. acturers and supplier warranties to 8. The SELLER agrees to assign all existing manuf transfer of title to the Aircraft. PURCHASER at time of delivery and closing and the time of delivery of the Aircraft any 9 The SELLER will deliver to the PURCHASER at ls, wiring diagrams, check lists, and all log books, flight manuals, maintenance manua and angle of attack covers and any engine covers, landing gear locks, jack-pads, pitot normally is considered a pan of the other records, paperwork or minor equipment as Aircraft acceptable definitive Aircraft Purchase 10. The Letter is subject to the execution of a mutually use their good faith efforts to enter and Sale Agreement by the parties. The parties will ing the execution of this agreement. into such definitive agreement within 20 days follow ISignalure page follows) EFTA01203606  day and year first above IN WITNESS WHEREOF, the Parties have executed this Letter the written. BERONTA TRADING LIMITED • Pm • A. Maximov irector EFTA01203607  A Insured Aircraft Title Service, Inc. ■ Box 19527 • Oklahoma City, Oklahoma 73144 • (405) 681-6663 (800) 654.4882 FAX #405-681-9299 DEPOSIT CONFIRMATION RE: BOEING BBJ-2, SERIAL NUMBER 32777, G-OBBJ. TO: MR. STEVE BARROWDALE FROM: KIRK WOFORD SEPTEMBER 14, 2005 (1) PAGE DEAR BARROWDALE: THIS WILL CONFIRM ON BEHALF OF WINDSTAR CAPITAL CORPORATION I.A.T.S. HAS THIS DATE RECEIVED INTO ESCROW THE SUM OF $1,000,000.00 AS A DEPOSIT ON THE ABOVE REFERENCED AIRCRAFT. THIS DEPOSIT WILL BE HELD IN ESCROW AND WILL BE CONSIDERED REFUNDABLE PENDING OUR RECEIPT OF FURTHER INSTRUCTIONS FROM THE DEPOSITOR. PLEASE FEEL FREE TO CONTACT ME DIRECT AT 800-654-4882 WITH ANY QUESTIONS OR IF YOU DESIRE ADDITIONAL INFORMATION. BEST EGARDS, KIRK L. WOFORD PRESIDENT CC: MR. PETER CAMPBE CC: MR. ROBERT PEERI. SS Serving the Aviation Industry for over 40 years EFTA01203608  EXHIBIT E TO AIRCRAFT PURCHASE AGREEMENT BETWEEN WINDSTAR CAPITAL CORPORATION AND AKER FIANCE LIMITED Technical Acceptance AKER FINANCE LIMITED ("Purchaser") having completed to its full and complete satisfaction a Pre-purchase Inspection, including a review of all manuals, logbooks, wiring diagrams, documents and records relating to the Airframe and Engines as herein after defined ("Aircraft Records") and a Test Flight, of one Boeing Business Jet 2 aircraft with manufacturer's serial number 32777 together with all parts, items of avionics, equipment, instruments, components and accessories installed therein and thereon, including two (2) GE CFM56-7B27 engines having manufacturer's serial numbers 888428 and 888429 installed ("Airframe and Engines") and all Aircraft Records (collectively the Airframe and Engines and Aircraft Records shall be referred to as the "Aircraft") hereby agrees to accept delivery of the Aircraft on an AS IS basis, but subject to the Discrepancy List attached, in accordance with the Aircraft Purchase Agreement executsci by Purchaser and WINDSTAR CAPITAL CORPORATION. ("Seller") on October Li, 2005 (the "Agreement"). Purchaser hereby acknowledges that the Deposit of $11,000,000.00 currently on deposit with Insured Aircraft Title Services, Inc. shall be considered non-refundable and applied at closing to the Purchase Price, except as otherwise specifically provided in the Agreement and subject to Seller having performed all of its obligations under the Agreement and having tendered to Purchaser delivery of the Aircraft in the condition required under the Agreement. By: ___V,I,Wkancc).-A-LS4AM- O)\1 Lkt.A --- U‘kAt\-C Name: ahtW5 Title: A ltif ■ M52 :5 12 9,$)s0 utnCu - 14-O.101,c(•2111;i EFTA01203609  EXHIBIT C TO AIRCRAF T PURCHA SE AGREEMENT BETWEEN WINDSTAR CAPITAL CORPORATION AND HORIZON CAPITAL A.V.V. RECEIPT AND ACCEPTANCE OF AIRCRAFT HORIZON CAPITAL A.V.V. hereby acknowledges to have received and accepted at Jet Aviation, Basel, Switzerland, on the t4`"" day of NOVEMBER, 2005, at the hour of \O1%\k:c., o'clock, one (1) Boeing Business Jet 2 aircraft, Serial Number 32777, CAA Registration No. G-OBBJ (the "Airframe"), with (2) Two GE CFM56-7B27 engines with Serial Numbers L/FI 888428 and 12/14 888429 (the "Engines"), and the equipment, appliances, parts, accessories, furnishings and other property installed on or attached to the Aircraft. Total Airframe Hours: 814:45 hours Landings: 405 Left Engine, S/N 888428 Hours: 814:45 Cycles: 405 Right Engine, S/N 888429 Hours: 814:45 Cycles: 405 RECEIVING PARTY: At it U') WITNESSED BY: EFTA01203610  HORIZON CAPITAL A.V.V. Mr. Kirk Woford Insured Aircraft Tide Service, Inc Fax +1 405 681 5356 REF ESCROW AGENT AGREEMENT DATED 19 OCTOBER 2005 BBJ2 serial number 32777 Registration number P4BBJ Dear Mr. Woford, We hereby authorize you to close the transaction and disburse the funds as per the Aircraft Purchase Agreement dated 19 October 2005, subsequent Deed of Novation dated 9 November 2005 and the Escrow Agent Agreement dated 19 October 2005. Sincerply,136Utx. HORIZON. TAL A.V.V. Ms Andrl Chartlaou on behalf of Ledra Fiduciaries Limited Managing Director Concessielaan 8. Aruba Correspondence to: Fokkerweg 26, Unit 301, Curacao, Netherlands Antilles Registration "slumber Chamber of Commerce Awe° no 34092 EFTA01203611