Trust Deed For Shares

EXECUTION VERSION
Agreement for Sale

and Purchase of
Business and Assets
Helicopters (N.Z.) Limited
(the Vendor)
Helicopter Nominees Limited
(in Receivership) (the HNL Vendor)
Kerryn Downey and William Black as
receivers of Helicopter Nominees
Limited (in Receivership)
(the Receivers)
Southbound Helicopters Limited (the
Purchaser)
Canadian Helicopters Limited (the
Guarantor)
CONTENTS
1
1.1
1.2
1.3
1.4
DEFINITIONS AND CONSTRUCTION

Defined Terms
Construction
Related Companies
Ownership
1
1
10
11
11
2
2.1
2.2
2.3
2.4
SALE AND PURCHASE OF THE BUSINESS AND THE ASSETS

Vendor to Sell
HNL Vendor to Sell
Purchaser to Buy
No Encumbrances
12
12
12
12
12
3
3.1
3.2
3.3
3.4
3.5
3.6
3.7
THE PURCHASE PRICE

The Purchase Price
Payment
Allocation of the HNZ Purchase Price
Allocation of the HNL Purchase Price
Lowest Price
GST
Default Interest - Default by Purchaser
12
12
12
13
13
14
14
15
4
4.1
4.2
4.3
4.4
4.5
4.6
4.7
4.8
PRE-SETTLEMENT OBLIGATIONS
Pre-Settlement Investigations
Conduct of the Business during the Interim Period
HNZ Debt and HNL Debt
Purchasers Nominee and board appointees
Glacier JV [Heading removed]
HNI Helicopter
Disposal of assets in the interim period
Power by the hour contracts
15
15
15
17
18
18
19
19
19
5
5.1
5.2
5.3
5.4
5.5
5.6
5.7
CONDITIONS
Overseas Investment Act
Civil Aviation Authority
Key Contracts [Heading removed]
HNL Vendor Lease Agreements
Key Leases [Heading removed]
Material Adverse Change
FIRB Approval
20
20
20
20
20
20
21
21
6
6.1
6.2
6.3
6.4
SATISFACTION OF CONDITIONS
Date for Satisfaction of Conditions
Reasonable endeavours
Waiver
Effect of Failure of Conditions:
21
21
21
21
21
7
7.1
SETTLEMENT
Time and Place of Settlement
22
22
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7.2
7.3
7.4
7.5
7.6
7.7
7.8
7.9
Vendors Obligations
HNL Vendors Obligations
Deemed Delivery
Possession and Risk
Purchasers Obligations
Escrow Agent to hold HNZ Retention Amount
Escrow Agent to hold HNL Retention Amount
Outstanding Claims
22
24
24
24
25
25
25
26
8
8.1
8.2
ASSUMED LIABILITIES
Assumption of Liabilities
Indemnity
26
26
26
INSURANCE
26
10
10.1
10.2
10.3
10.4
POST-SETTLEMENT ADJUSTMENT
Parties to co-operate
Preparation of Settlement Statement
Disputes
Adjustment
27
27
27
28
28
11
TRANSFER OF CONTRACTS INCLUDING LEASES
11.1 Contracts
11.2 Purchasers Indemnities
29
29
30
12
12.1
12.2
12.3
12.4
EMPLOYMENT ISSUES
Notice and Offer of New Employment
Co-operation
Liability for Employee-Related Expenses
No Third Party Beneficiaries
31
31
31
31
32
13
PURCHASER TO TAKE OVER RECEIVABLES
32
14
WARRANTIES
14.1 Vendor and HNL Vendor give warranties
14.2 Vendor warranties
14.3 HNL Vendor warranties
14.4 Exceptions
14.5 Minimum Claim
14.6 Vendors Total Liability
14.7 Operation of Warranties
14.8 Breach of Warranties
14.9 Purchaser Relies on Own Judgment
14.10 No warranty as to accuracy
14.11 No warranty as to future prospects
14.12 No Claim
14.13 Excluded Liability
14.14 Warranty payments reduce price
14.15 Benefit
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32
32
32
33
33
34
34
34
34
34
34
35
35
35
35
35
15
VENDORS DEFAULT ON SETTLEMENT
15.1 Settlement Notice
15.2 Remedies
35
35
36
16
DEFAULT BY THE PURCHASER
16.1 Default Notice
16.2 Remedies
36
36
36
17
17.1
17.2
17.3
RECEIVERS LIABILITY LIMITED

Receivers not Personally Liable
Limit on Receivers Liability
Further acknowledgement
36
36
37
37
18
18.1
18.2
18.3
NOTICES
Written notice
Delivery
Deemed receipt
37
37
37
37
19
MISCELLANEOUS CLAUSES
19.1 No Merger
19.2 Confidentiality
19.3 Further Assurances
19.4 Access to Historical Materials
19.5 Announcements
19.6 No Waiver
19.7 No Assignment
19.8 Severability
19.9 Entire Agreement
19.10 Governing Law/Jurisdiction
19.11 Process Agent
19.12 Counterparts
19.13 Costs
38
38
38
38
38
38
39
39
39
39
39
39
40
40
20
40
GUARANTEE OF PURCHASERS PERFORMANCE
SCHEDULE 1: PARTIES DIRECTORY
44
SCHEDULE 2: WORKING CAPITAL STATEMENT

Specific Accounting Policies
46
48
APPENDIX 1A: FIXED ASSETS
52
APPENDIX 1B: BUSINESS PREMISES/LEASES
54
APPENDIX 1C: KEY CONTRACTS/IMPORTANT CONTRACTS[Heading removed]
55
APPENDIX 1D: DOMAIN NAMES
57
APPENDIX 1E: HNL ASSETS
58
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APPENDIX 1F: EXCLUDED CONTRACTS
59
APPENDIX 2: EXCLUDED ASSETS
60
APPENDIX 3: LIST OF EXISTING EMPLOYEES
61
1796347
AGREEMENT FOR SALE AND PURCHASE OF BUSINESS AND ASSETS

Date:
day of April 2011
PARTIES
Helicopters (N.Z.) Limited, an incorporated company (Company Number 124541)
having its registered office at Nelson Airport, Nelson, New Zealand (the Vendor)
Helicopter Nominees Limited (in Receivership), an incorporated company
(Company Number 140827) having its registered office at Level 17, 34 Shortland
Street, Auckland 1010, New Zealand (the HNL Vendor)
Kerryn Downey and William Black in their capacity as receivers of Helicopter
Nominees Limited (in Receivership) (the Receivers)
Southbound Helicopters Limited, an incorporated company having its registered
office at 88 Shortland Street, Auckland 1010, New Zealand (the Purchaser)
Canadian Helicopters Limited, an incorporated company having its registered office
at 1215 Montee Pilon, Les Cedres, Quebec J7T1G1, Canada (the Purchasers Guarantor)
BACKGROUND
A
The Vendor, in its own right and/or through its subsidiaries, carries on business
as an owner and commercial operator of helicopters in New Zealand, Australia
and South-East Asia.
The HNL Vendor owns a number of helicopters that are leased to the Vendor and
used by the Vendor in the Business.
The Vendor wishes to sell, and the Purchaser wishes to purchase, the Business
and the Assets on the terms and conditions set out in this Agreement.
The HNL Vendor wishes to sell, and the Purchaser wishes to purchase, the HNL
Assets on the terms and conditions set out in the Agreement.
The Purchasers Guarantor has agreed to guarantee the Purchasers obligations

hereunder.
THE PARTIES AGREE as follows:

1
DEFINITIONS AND CONSTRUCTION
1.1
Defined Terms
In this Agreement, unless the context otherwise requires:
Adjustment Date means the date falling two Business Days after the date on
which either:
(a)
the Settlement Statement is declared final under clause 10.2(e); or
(b)
a dispute relating to the Settlement Statement is determined by an

independent person under clause 10.3.
Agreement means this Agreement, including the Background, and the

Schedule(s) and Appendices to it.
Assets means the Goodwill, Fixed Assets, Inventory, Prepayments, Shares and
Receivables and any other assets employed in the Business at Settlement, other
than the Excluded Assets.
Assumed Liabilities means the following liabilities, whether actual or contingent:
(a)
all amounts owing by any member of the Vendor Group to third party trade
creditors of the Business at Settlement in respect of goods or services
supplied or provided to or for the benefit of any member of the Vendor
Group on credit up to Settlement in the course of conducting the Business
but does not include any indebtedness or liability relating to:
(i)
the Excluded Assets; or
(ii)
any liability or obligation of the Vendor Group expressly retained

under this Agreement or arising from a breach by, or default of, a
member of the Vendor Group in respect of its obligations to any
third party trade creditor of the Business;
(b)
the burden of the Contracts to the extent they are due to be performed (or
relate to the period) from Settlement in accordance with clause
11(however, the Purchaser shall not assume liability in respect of Contracts
to the extent obligations were due to be performed (or related to the
period) prior to Settlement or incurred as a result of a breach of a Contract
by a member of the Vendor Group prior to Settlement);
(c)
all liabilities to Transferring Employees assumed by the Purchaser under

clause 12.3 ;
(d)
to the extent the Business Premises are transferred to the Purchaser, all
liabilities relating to the Business Premises which are due to be performed
(or relate to the period) after Settlement in accordance with clause 11
(however, the Purchaser shall not assume liability in respect of a Business
Premises to the extent obligations were due to be performed (or related to
the period) prior to Settlement or were incurred as a result of a breach of a
Lease or any other legal obligation by a member of the Vendor Group prior
to Settlement; and
(e)
any other liabilities of the Vendor at the Settlement Date that the
Purchaser agrees to accept, in writing.
Black Box Documents means the documents withheld by the Vendor from the
Purchaser in connection with the Business prior to the Purchaser entering into
this Agreement.
Business means the business as referred to in paragraph A and B of the
Background, including the Goodwill.
Business Day means a day (other than Saturday or Sunday) on which registered
banks are open for business in Auckland, New Zealand and Montreal, Canada.
Business Names means the names under which the Vendor carries on the
Business, being Helicopters New Zealand, Helicopters NZ and HNZ.
Business Premises means all the land and buildings occupied or used by the
Vendor in connection with the Business, and listed in Appendix 1B.
Business Records means all records of, and information relating to, the Business
and the Assets which are held by or on behalf of the Vendor including with
respect to each aircraft all technical data, manuals, computer records, log books
(including flight logbooks and maintenance log books) and other records,
including any records regarding aircraft parts or replacement aircraft parts and
the operation of the same, but excluding the HNL Business Records.
Claim means any claim:
(a)
for breach of Warranty; and/or
(b)
for breach of any term of, or in connection with, this Agreement,
in each case, whether in tort, contract or otherwise.

Contracts means Supplier Contracts, Equipment Leases, Customer Contracts,
Employment Contracts, Other Contracts and Leases but excludes the Excluded
Contracts.
Customer Contracts means all contracts for the provision of services by the
Vendor entered into by or for the benefit of the Vendor for the purpose of the
Business before Settlement.
Default Rate means 12% per annum.
Default Payment means any interest, penalty or other sum payable by the
Vendor or HNL Vendor under the GST Act or the Tax Administration Act 1994 by
reason of the non or under or late payment of any GST in respect of a supply
made under this Agreement; but does not include any such amount which is
attributable to the period after payment to the Vendor or HNL Vendor by the
Purchaser of the proper amount of GST and the Default Payment.
Determined means Purchaser and the Vendor or HNL Vendor (as applicable)
reaching a binding agreement or the determination of a court with jurisdiction
over the Claim.
Domain Names means all the domain names of the Business listed in
Appendix 1D and any others which exist as at the Settlement Date.
Due Diligence Material means the due diligence materials and other written data
provided by or on behalf of the Vendor, the HNL Vendor, SCF and/or the
Receivers to the Purchaser or any of its representatives or advisers, a complete
list of which has been agreed between, and initialled for the purposes of
identification by, the Vendor, the HNL Vendor and/or the Receivers and the
Purchaser.
Employment Contracts means all employment contracts between a member of
the Vendor Group and the Transferring Employees.
Encumbrance means:
(a)
any mortgage, charge, encumbrance, lien, pledge, finance lease, sale (or
lease) and lease-back, sale and repurchase, assignment by way of
security, title retention arrangement or similar interest imposed by statute,
or other arrangement of any nature having similar economic effect; and
(b)
any present or future right or interest in personal property that is a

security interest for the purposes of the PPSA,
but excludes:
(c)
(d)
any security in relation to personal property acquired by any member of

the Vendor Group in the ordinary course of its normal business:
(i)
given (as buyer) in favour of a seller of the personal property other

than where the secured party is UDC Finance Limited, Capital
Finance Australia Limited, GE Commercial Corporation (Australia) Pty
Limited or SCF[identity of parties removed]; and
(ii)
securing all or part of the purchase price for that personal property;
any security in relation to personal property that is created or provided for

by:
(i)
a transfer of an account receivable or chattel paper registered on the

PPSR;
(i)
a lease for a term of more than 1 year registered on the PPSR; or
(ii)
a commercial consignment registered on the PPSR,
that does not secure payment or performance of an obligation; and
(e)
any right of set-off, netting or combination of account entered into in the

ordinary course of banking arrangements for the purposes of netting debit
or credit balances.
Equipment Leases means the equipment leases, hire purchase agreements,

conditional purchase agreements and other hiring arrangements entered into by
the Vendor or HNL Vendor in relation to assets used in the Business, but
excluding the Leases.
Escrow Agent means Minter Ellison Rudd Watts.
Escrow Deed means the escrow deed in the agreed form.
Excluded Assets means those assets listed in Appendix 2 not being acquired by
the Purchaser.
Excluded Contracts means those contracts listed in Appendix 1F.
Existing Employees means those employees of the Vendor or Related Companies
of the Vendor employed in the Business including those specified in the list
attached as Appendix 3 who have not given notice of resignation effective before
Settlement.
Fixed Assets means all fixed and movable plant, equipment, aircraft, machinery,
tools, vehicles, furniture, fixtures and fittings owned by the Vendor for the
purpose of carrying on the Business as at date of this agreement, including those
listed in Appendix 1A.
Goodwill means the goodwill, trading reputation and all intangible assets of the
Business as at Settlement Date and includes the benefit and burden of and all the
Vendors rights and interest in:
(a)
the Contracts;
(b)
the Intellectual Property;
(c)
all arrangements for the manufacture, distribution or marketing of goods

or provision of services used in the Business;
(d)
all customer and supplier lists used in the Business;
(e)
the benefit of any overhaul, maintenance, manufacturing or other sales

warranties in connection with any Assets; and
(f)
all other Business Records.
Governmental Agency includes any government, any department or agency of

any government, any statutory or regulatory agency or authority and any local
government entity.
Governmental Approvals means all approvals, authorisations, consents,

clearances, dispensations, exemptions, licences and waivers of any Governmental
Agency.
GST means goods and services tax chargeable in accordance with the GST Act.
GST Act means the Goods and Services Tax Act 1985.
Helicopters Australia means Helicopters Australia Pty Ltd.
HNL Assets means the HNL Fixed Assets and the HNL Goodwill.
HNL Business means the business of owning the HNL Assets.
HNL Business Records means all records of, and information relating to the HNL
Assets which are held by or on behalf of the Vendor or the HNL Vendor including
with respect to each aircraft all technical data, manuals, computer records, log
books (including flight logbooks and maintenance log books) and other records,
including any records regarding aircraft parts or replacement aircraft parts and
the operation of the same.
HNL Debt means the amount of all indebtedness owed by the HNL Vendor to SCF
at Settlement or any lesser amount, [reference to amount removed], the
repayment of which will result in all security interests held by SCF in respect of
the HNL Assets being unconditionally released and discharged.
HNL Fixed Assets means the aircraft listed in Appendix 1E along with any
movable plant, equipment, machinery, tools, spare parts, fixtures and fittings
used in the HNL Business.
HNL Goodwill means the HNL Vendors rights and interest in::
(a)
the HNL Business Records;
(b)
the HNL Technical Information; and
(c)
the benefit of any overhaul, maintenance, manufacturing or other sales

warranties in connection with any HNL Assets.
HNL Retention Amount means the amount equal to 10% of the HNL Purchase
Price.
HNL Technical Information means all formulae, methods, plans, data, drawings,
specifications, characteristics, equipment designs, inventions, discoveries,
improvements, know-how, experience, trade secrets, confidential information or
other information used by the HNL Vendor or the Vendor in connection with the
Business and/or the HNL Business but excluding the Technical Information.
HNZ Debt means the SCF-HNZ Debt and HNZ Third Party Debt.
HNL Purchase Price means the amount stated in clause 3.1(a).

HNZ Purchase Price means the amount stated in clause 3.1(b).
HNZ Retention Amount means the amount equal to 10% of the HNZ Purchase
Price.
HNZ Third Party Debt means the amount of all indebtedness owing as at
Settlement by HNZ and/or any other member of the Vendor Group to each of the
following secured creditors:
(a)
UDC Finance Limited [identity of party removed];
(b)
Capital Finance Australia Limited [identity of party removed];
(c)
GE Commercial Corporation (Australia) Pty Limited [identity of party

removed];
but, for the avoidance of doubt, does not include the facility from UDC Finance
Limited relating to Glacier Helicopters Limited [identity of party removed].
Important Contracts means the Contracts listed in Part 2 of Appendix
1C[reference to contracts removed].
Intellectual Property means all intellectual property rights and interests
(including common law rights and interests) owned or held by or on behalf of the
Vendor and used by it in connection with the Business including:
(a)
patents, trade marks, service marks, copyrights, registered designs, trade

names, Domain Names, symbols, Business Names and logos;
(b)
patent applications and applications to register trade marks, service marks

and designs;
(c)
Technical Information and Know How;
(d)
licences or similar user rights in respect of any such rights and interests;
(e)
the source code and ownership rights in connection with the REAP software
application; and
(f)
in respect of operating systems for Nimbus, Skytrack and Winair.
Interim Period means the period from the date of this Agreement to Settlement
(both dates inclusive).
Inventory means all inventory, raw materials, stationery, consumables, stores,
promotional materials, components, work in progress, purchase orders, finished
goods and spare parts held by or on behalf of the Vendor solely for the purpose
of the Business (either at the Business Premises or elsewhere) or for resale or in

transit to the Vendor, in each case as at Settlement Date.
Key Contracts means the Contracts listed in Part 1 of Appendix 1C [term relating
to closing conditions removed].
Key Employees means Brian McDonald, Denis Laird and Paul McGuinness. [term
relating to closing conditions removed]
Know How means the information or knowhow owned by, or in the possession or
control of, the Vendor relating to the Assets, the HNL Assets and the, systems,
technology and affairs of the Business (whether written or unwritten) including:
(a)
financial, technological, strategic or business information, concepts, plans,

strategies, directions or systems;
(b)
research, development, operational, legal, marketing or accounting

information, concepts, plans, strategies, directions or systems; and
(c)
customer and supplier information.
Key Leases means the leases and licences relating to the Business Premises at
Nelson, New Plymouth and Perth [term relating to closing conditions removed].
Leases means the leases and licences relating to the Business Premises, including
those listed in Appendix 1B.
Loss means loss, costs, damages and expenses incurred by a party or for which
a party may be or become liable, as a direct or indirect result of a breach by the
other party of its obligations under this Agreement (including, all loss, costs,
damages and expenses resulting from the enforcement or attempted
enforcement, or preservation or attempted preservation of the partys rights
under this Agreement, including legal costs and expenses on a full indemnity
basis).
Material Adverse Change means in relation to the Business (including the HNL
Assets) an event, circumstance or effect which has, or is likely to have, a material
adverse effect on the financial condition, business, operations, prospects or
performance of the Business taken as a whole provided that a geeral economic
downturn that does not adversely impact the Business in a greater proportion
than the wider economy shall not be deemed to be a Material Adverse Change..
Net Working Capital means the total amount of net working capital of the Vendor
as disclosed in the Working Capital Statement and the Settlement Statement.
Other Contracts means any contract entered into by or for the benefit of the
Vendor in connection with the Business, Business Premises and/or Assets and/or
the HNL Assets before Settlement other than Supplier Contracts, Customer
Contracts, Employment Contracts, Leases and Excluded Contracts.
Outstanding Claim has the meaning given to it in clause 7.9.

Outstanding Claim Amount means the maximum amount which the Purchaser
believes (acting reasonably and having taken advice) could be awarded by a
court as a result of an Outstanding Claim,
Parties means the parties to this Agreement.
PPSA means Personal Property Securities Act 1999.
PPSR means the Personal Property Securities Register in New Zealand.
Prepayments means all rights and benefits associated with payments made by
the Vendor before Settlement in respect of:
(a)
goods or services agreed to be supplied to the Vendor in the ordinary

course of conducting the Business (for the avoidance of doubt including,
but not limited to, deposits paid on aircraft agreements), to the extent that
such goods or services have not been supplied as at Settlement or to the
extent that the Vendor has not received the full benefit of the relevant
goods or services by Settlement; and
(b)
any obligation, whether imposed by contract, law or otherwise, referable to

the Business and to a period current at Settlement.
Purchasers Nominee means any Related Company of the Purchaser, as

nominated by the Purchaser in accordance with clause 4.4(a), to whom certain of
the Assets are to be transferred in accordance with clause 7.2(c).
Receivables means the debts owing to the Vendor in relation to the Business
(whether or not yet due and payable) at Settlement.
Related Company means:
(a)
in relation to the Vendor, any member of the Vendor Group; and
(b)
in relation to the Purchaser, any company which is a related company of

the Purchaser for the purposes of section 2(3) of the Companies Act 1993.
Retention Payment Date has the meaning given to it in clause 7.7.

SCF means South Canterbury Finance Limited (in Receivership).
SCF-HNZ Debt means the amount of all indebtedness owed by the Vendor Group
to SCF at Settlement or any lesser amount [reference to amount removed], the
repayment of which will result in all indebtedness owed by subsidiaries of the
Vendor to SCF being repaid and all security interests held by SCF in respect of
the Assets being unconditionally released and discharged.
Settlement means the settlement of the purchase of the Assets, the HNL Assets,
and the Business by the Purchaser and means the time at which such settlement
takes place.
Settlement Date means the date which is 10 Business Days after the conditions
in clause 5 have been satisfied or waived in accordance with clauses 5 and 6 or
such other date as the Vendor and the Purchaser may agree in writing.
Settlement Statement means the account balances of the Vendor Group as at the
Settlement Date, to be prepared in the same form and include the same line
items as the Working Capital Statement and to be prepared in accordance with
the provisions of clause 10.2 and subject to clause 10.3.
Shares means all of the shares held by the Vendor in each other member of the
Vendor Group other than any shares which are Excluded Assets.
Supplier Contracts means all contracts for the purchase of goods by or provision
of services to the Vendor for the purpose of the Business entered into by or for
the benefit of the Vendor before Settlement, to the extent that the goods or
services purchased or to be provided have not been delivered or provided at
Settlement including all service centre agreements with Agusta, Bell,
Turbomecca, Pratt & Whitney and Eurocopter and all software licence agreements
in respect of Nimbus and Winair [identity of parties and certain supplier contracts
removed].
Tax Invoice has the meaning given in the GST Act.
Technical Information means all formulae, methods, plans, data, drawings,
specifications, characteristics, equipment designs, inventions, discoveries,
improvements, know-how, experience, trade secrets, confidential information or
other information used in the Business but excluding the HNL Technical
Information.
Transferring Employees means those Existing Employees who have accepted the
Purchasers offer of employment with effect from Settlement.
Vendor Group means the Vendor and each of its subsidiaries.
Warranties means the warranties and representations given by the Vendor under
clause 14.2 and by the HNL Vendor under clause 14.3.
Working Capital Statement means the statement of net working capital of the
HNZ Group as set out in Schedule 2.
1.2
Construction
In the construction of this Agreement, unless the context otherwise requires:
(a)
Background, clauses, Schedules and Appendices: references to

Background, clauses, Schedules and Appendices are to background and
clauses of, and schedules and appendices to, this Agreement, and unless
10
stated otherwise, a reference in a schedule to a clause is a reference to a

clause in that schedule.
(b)
Business Days: anything required by this Agreement to be done on a day

which is not a Business Day may be done on the next Business Day.
(c)
Close of business: references to the close of business are to 5 p.m.
(d)
Currency: a reference to any monetary amount is to New Zealand

currency.
(e)
Headings: headings appear as a matter of convenience and do not affect

the construction of this Agreement.
(f)
Joint and Several Liability: any provision of this Agreement to be

performed or observed by two or more persons binds those persons jointly
and severally.
(g)
Parties: a reference to a party to this Agreement or any other document

includes that partys personal representatives/successors and permitted
assigns.
(h)
Person: a reference to a person includes a reference to a body corporate,

to a Governmental Agency and to an unincorporated body of persons.
(i)
Singular, Plural and Gender: the singular includes the plural and vice
versa, and words importing one gender includes the other gender.
(j)
Statutes and Regulations: a reference to an enactment or any regulations

is a reference to that enactment or those regulations as amended, or to
any enactment or regulations substituted for them.
(k)
Writing: a reference to written or in writing includes all modes of

presenting or reproducing words, figures and symbols in a tangible form.
(l)
Including: a reference to including or similar words will include a reference

to without limitation.
(m)
Dates and times: a reference to any date or time is to New Zealand time.
1.3
Related Companies
Where any provision of this Agreement is expressed to place a Related Company
of a Party under an obligation, that Party must procure that Related Company to
perform that obligation in accordance with the relevant provision.
1.4
Ownership
As at the date of this Agreement the Vendor is the beneficial, but may not be the
legal, owner of certain of the Assets. In such cases, legal title is held by Related
Companies of the Vendor. The Vendor will therefore, to the extent applicable,
procure that the Related Companies transfer legal title to such Assets to the
11
Vendor or, at the direction of the Vendor, to the Purchaser so as to enable the
Vendor to satisfy its obligation to transfer the Assets to the Purchaser pursuant to
this Agreement.
2
SALE AND PURCHASE OF THE BUSINESS AND THE ASSETS
2.1
Vendor to Sell
The Vendor will sell and transfer the Business and the Assets to the Purchaser on
the terms of this Agreement on the Settlement Date.
2.2
HNL Vendor to Sell

The HNL Vendor will sell and transfer the HNL Assets to the Purchaser on the
terms of this Agreement on the Settlement Date.
2.3
Purchaser to Buy
The Purchaser will purchase and take the Business and the Assets and the HNL
Assets and will assume the Assumed Liabilities on the terms of this Agreement on
the Settlement Date.
2.4
No Encumbrances
The Business, the Assets and the HNL Assets will pass to the Purchaser free of all
Encumbrances.
THE PURCHASE PRICE
3.1
(a)
The Purchase Price

The HNZ Purchase Price, being the purchase price for the Business and the
Assets, is $112,155,000 [purchase price allocation removed] (subject to the
adjustments provided for in clauses 4.5, 4.6, 4.7, 4.8 and 10) plus GST (if any)
less an amount equal to the liability assumed by the Purchaser under clause
12.3(a).
(b)
The HNL Purchase Price, being the Purchase Price for the HNL Assets, is
$47,845,000 [purchase price allocation removed] plus GST (if any).
3.2
Payment
The Purchaser will pay:
(a)
the HNZ Purchase Price in accordance with clause 7.6 at Settlement on the
Settlement Date; and
(b)
the HNL Purchase Price in accordance with clause 7.6 at Settlement on the
Settlement Date;
(c)
the HNZ Retention Amount and the HNL Retention Amount in accordance
with clause 7.6(a); and
(d)
any amount payable pursuant to clause 10 will be paid in accordance with

clause 10.4,
12
13
and in each case, payment will be free of all conditions, withholdings and
deductions (except to the extent it is in respect of the HNZ Retention Amount or
the HNL Retention Amount, in which case such monies will be held on the terms
set out in this Agreement) and made in cleared funds immediately available for
disbursement.
3.3
Allocation of the HNZ Purchase Price

Subject to the adjustments provided for in clauses 4.5, 4.6, 4.7, 4.8 and 10, the
HNZ Purchase Price for the Business and the Assets will be allocated as follows:
(a)
(b)
3.4
the Fixed Assets:

(i)
Helicopters
(ii)
Other
$40,789,000
$6,500,000
the Shares:
(i)
in Helicopters Australia
$50,000,000
(ii)
in Glacier Helicopters Limited
(iii)
in Helicopters Cambodia Pte Ltd
(iv)
in Lao Westcoast Helicopter Company
$4,500,000
$42,000
$200,000
(c)
the Inventory
$8,317,000
[purchase price allocation removed]
(d)
the amount determined in the Settlement Statement for the Receivables;
(e)
the amount determined in the Settlement Statement for the Prepayments;
(f)
Less: the amount determined in the Settlement Statement for the trade
creditor amounts of Assumed Liabilities (being an estimated amount solely
for the purposes of the allocation of value pursuant to this clause 3.3);
(g)
with the balance being attributable to Goodwill.
Allocation of the HNL Purchase Price

The HNL Purchase Price for the HNL Assets will be allocated as follows:
(a)
(b)
the HNL Fixed Assets

the HNL Goodwill
$47,844,999
$1
[purchase price allocation removed]
3.5
Lowest Price
For purposes of the financial arrangement rules in the Income Tax Act 2007, the
parties agree that each of the HNZ Purchase Price (subject to the adjustments
provided for in clause 10) and the HNL Purchase Price:
(a)
is the lowest price denominated in NZ$ they would have agreed for the
Assets, the Business and the HNL Assets (as appropriate) on the date this
Agreement was entered into, if payment would have been required in full
at the time the first right in the Assets, the Business or the HNL Assets was
transferred; and
(b)
is the value of the Assets, the Business and the HNL Assets.
3.6
(a)
GST
For the purposes of this clause 3.6 the terms debit note, going concern,
registered person, supply, tax invoice, taxable activity and time of
supply have the same meanings as in the GST Act.
(b)
Registration under GST Act: The Vendor and Purchaser each warrant that they
are or will be a registered person at the time of supply of the Business, the
Assets and the HNL Assets under this Agreement, and the Purchaser shall advise
the Vendor of its GST number before the Settlement Date.
(c)
Supply by Vendor of Business and Assets to the Purchaser is a supply of a going

concern: The Vendor and Purchaser agree that:
(d)
(i)
the sale of the Business and the Assets is the supply of a going concern;
(ii)
they intend that the sale of the Business and the Assets is of a taxable
activity or part of a taxable activity that is capable of being carried on as a
going concern by the Purchaser;
(iii)
the sale of the Business and the Assets is a supply that is zero-rated under
section 11(1)(m) of the GST Act; and
(iv)
if for any reason the sale of the Business and the Assets is a supply that is
not properly zero-rated for GST purposes, neither party will have any
liability or obligation to the other in respect of the GST treatment of the
supply except as expressly provided in this Agreement.
Payment of GST and Default Payment: If the Inland Revenue Department

determines that the whole or any part of the sale of the Business and the Assets
by the Vendor under this Agreement is not properly zero rated for GST purposes,
the Purchaser will pay to the Vendor an amount equal to the GST chargeable on
the supply plus any Default Payment before the expiry of five Business Days after
demand in writing has been made by the Vendor to the Purchaser for such GST;
provided that the Purchaser is not required to pay any amount under this clause
until the Vendor provides to the Purchaser a tax invoice in respect of the supply
(or, where the Vendor has previously issued a tax invoice in respect of the
supply, a debit note).
14
(e)
Supply by HNL Vendor of HNL Assets to the Purchaser: In addition to the

consideration payable or to be provided for the HNL Assets, in accordance with
clause 7.6(d) the Purchaser must pay to the Receivers an amount (GST
Amount) equal to the GST charged on the supply of the HNL Assets. If the
Purchaser fails to pay a GST Amount in full to the Receivers when due, the
Purchaser must pay to the Receivers an additional amount equal to the Default
Payment.
(f)
Obligation to make payment: The Vendor and the Receivers are not obliged to
pay any GST or Default Payment to the Inland Revenue Department or to take
any additional steps to minimise the liability in respect of such GST or Default
Payment until the corresponding payment is received in full from the Purchaser.
3.7
Default Interest - Default by Purchaser

If for any reason, other than the default of the Vendor or the HNL Vendor, the
Purchaser fails to pay any part of the Purchase Price or any other payment under
this Agreement on the date it is due, then the Purchaser will pay interest at the
Default Rate to the Vendor and the HNL Vendor on the unpaid amount calculated
on a daily basis from the due date until payment. This provision is without
prejudice to any of the Vendors and/or the HNL Vendors other rights or
remedies. Interest payable under this clause will be calculated and accrue on a
daily basis and will be capitalised every 30 days.
PRE-SETTLEMENT OBLIGATIONS
4.1
Pre-Settlement Investigations
The Vendor agrees to allow the Purchaser and its representatives at the
Purchasers own expense, and at reasonable times during normal business hours
on each Business Day during the Interim Period, to investigate the Business and
inspect the Assets (including the HNL Assets) in order to become familiar with the
Business. To facilitate the Purchasers investigation the Vendor will make
available to the Purchaser, following a reasonable request, all the books, files and
records of the Business and the Assets (including the HNL Assets) during normal
business hours on each Business Day. The Vendor will also allow the Purchaser
reasonable access during normal business hours on each Business Day to the
Vendors officers and employees for the purpose of discussing the Business and
the Assets. The Vendor will also procure access for the Purchaser to key
customers and suppliers of the Business (provided that the Purchaser does not
contact such customers and suppliers except in consultation with the Vendor).
4.2
Conduct of the Business during the Interim Period
(a)
During the Interim Period the Vendor will, and will procure that each of its
subsidiaries will:
(i)
Conduct of Business: operate and conduct the Business and use the
Assets and the assets of its subsidiaries in the ordinary course of business
and in substantially the same manner as it has done so to date and consult
the Purchaser on the conduct of the Business (for the avoidance of doubt,
this consultation obligation shall not, unless expressly provided elsewhere
15
in this Agreement, impose a requirement to obtain the consent of the

Purchaser to any decision or action of the Vendor);
(ii)
Sale of Assets: not acquire any assets or dispose of any of the Assets (or
any assets in the case of subsidiaries) other than:
(A)
acquisitions and disposals that (i) have a value of not more

than $10,000 each and $100,000 in aggregate and (ii) are in
the ordinary course of business;
(B)
acquisitions of Inventory items with a value of not more than

$100,000 each and in a manner consistent with the Vendors
past practice where that Inventory is needed on an urgent
basis; or
(C)
the disposal contemplated by clause 4.6;
(iii)
No Encumbrances: not create or permit to arise any Encumbrance over

any of the Assets or assets of subsidiaries without first obtaining the
Purchasers written consent;
(iv)
Maintenance of Fixed Assets: maintain the Fixed Assets of the Business

(including the HNL Fixed Assets) and in as good a state of operating
condition, order and repair as they were in at the date of this Agreement,
having regard to the age and book value of such fixed assets, except for
ordinary depreciation and fair wear and tear;
(v)
Insurance: maintain all current insurance policies of the Business and the
Assets;
(vi)
Compliance with laws: conduct the Business in material compliance with all
applicable laws and regulations;
(vii)
Employees: use reasonable endeavours to ensure the Existing Employees

remain employed by the Vendor until Settlement;
(viii) Contracts: not of its own volition, terminate or adversely vary or fail to
enforce the terms of any Key Contract, Important Contract or Key Lease or
accept or agree to any variations to services to be performed or goods to
be supplied under any Key Contract, Important Contract or Key Lease or,
without first obtaining the Purchasers written consent (not to be
unreasonably withheld), enter into any new Contract which involves
income or expenditure in excess of $50,000 per annum; [reference to
closing condition removed]
(ix)
CASA approvals: procure Helicopters (Australia) Pty Limited to take all

steps necessary to apply for renewal of any air operating certificate due to
expire in 2011 with the Civil Aviation Safety Authority so that a new
certificate is in place prior to expiry of any current certificate and to liaise
and co-operate fully with the Purchaser in this regard; and
16
(x)
(b)
HNZ Cougar: use reasonable endeavours to (i) have the name of HNZ
Cougar Helicopters Pty Limited changed to remove the word HNZ, (ii)
terminate the joint venture known as HNZ Cougar in all respects with no
liability or ongoing commitment by a party to the other and (iii) procure
that HNZ Cougar Helicopters Pty Limited is wound up prior to Settlement.
To the extent any of these are not completed by Settlement, the Vendor
agrees to use its reasonable endeavours to complete them as soon as
reasonably practicable thereafter. [reference to closing condition removed]
During the Interim Period the HNL Vendor will:

(i)
Sale of Assets: not dispose of any of the HNL Assets;
(ii)
No Encumbrances: not create or permit to arise any Encumbrance over

any of the HNL Assets without first obtaining the Purchasers written
consent;
(iii)
Compliance with laws: conduct the HNL Business in material compliance

with all applicable laws and regulations; and
(iv)
Insurance: maintain all current insurance policies of the HNL Assets.
4.3
HNZ Debt and HNL Debt

Not later than 48 hours prior to Settlement, the Vendor must deliver to the
Purchaser:
(a)
a statement from each of:

(i)
UDC Finance Limited;
(ii)
Capital Finance Australia Limited; and
(iii)
GE Commercial Corporation (Australia) Pty Limited, [identity of parties

removed]
stating the balance of the debt owing by HNZ and/or any other members of the
Vendor Group (excluding amounts owing in respect of the facility from UDC
Finance Limited relating to Glacier Helicopters Limited) [reference to parties
removed] as at the Settlement Date and confirming that upon receipt of such
amount, all security interests held by that lender over the Assets will be
unconditionally discharged and released;
(b)
a statement from SCF of the amount that needs to be paid to it at Settlement in

order to satisfy:
(i)
the SCF-HNZ Debt; and
17
(ii)
the HNL Debt,
and confirmation from the Receivers that upon receipt of such amount all security
interests held by SCF over the Assets and the HNL Assets will be unconditionally
discharged and released; and
(c)
bank account details for each of the repayments referred to in paragraphs (a) and
(b) above.
4.4
Purchasers Nominee and board appointees

Not later than 48 hours prior to Settlement, the Purchaser must notify the Vendor
of:
(a)
the name, address of registered office and company registration number of the
Purchasers Nominee to whom the Shares are to be transferred at Settlement;
and
(b)
the name of each person the Purchaser wishes to appoint as a director of a

Vendor Group company (other than the Vendor) with effect from Settlement and
deliver to the Purchaser a letter signed by each nominee giving his or her consent
to act as a director of the relevant Vendor Group Company.
The parties acknowledge that for the purposes of any Claim that may be made by
the Purchaser under this Agreement, any Loss suffered by the Purchasers
Nominee shall be treated as Loss suffered by the Purchaser and the Purchaser
shall be entitled to make a Claim as if that Loss had been suffered by the
Purchaser.
4.5
(a)
Glacier JV
The Vendor agrees that as soon as practicable after the date of this Agreement it
will enter discussions with Totally Tourism Limited to determine whether Totally
Tourism Limited wishes to purchase the Vendors shares in Glacier Helicopters
Limited (Glacier Shares).
(b)
Unless, prior to Settlement, either:

(i)
Totally Tourism Limited has waived all rights of pre-emption it has in

relation to the Glacier Shares; or
(ii)
the Purchaser is satisfied, acting reasonably, that the period in which

Totally Tourism Limited has to exercise its pre-emptive rights over the
Glacier Shares has lapsed and those shares can be validly transferred to
the Purchaser,
then the HNZ Purchase Price will be reduced by an amount which is equal to the
greater of the: ,
18
(iii)
amount actually paid or payable by Totally Tourism Limited to HNZ for

those shares and the amount of the debt due from Glacier Helicopters
Limited to the Vendor; and
(iv)
$4,500,000, being the aggregate of the value attributed by the Purchaser

to the Glacier Shares and the debt due from Glacier Helicopters Limited to
the Vendor,
and the Glacier Shares (and any sale proceeds received by the Vendor for those
shares) and the debt due from Glacier Helicopters Limited to the Vendor will be
deemed to be Excluded Assets under this Agreement and all contracts of the
Vendor relating to Glacier Helicopters Limited will be deemed to be Excluded
Contracts.
(c)
where either one of clauses 4.5(b)(i) or (ii) is satisfied prior to Settlement, then
the Glacier Shares, the debt due from Glacier Helicopters Limited to the Vendor
and all contracts relating to Glacier Helicopters Limited to which the Vendor is a
party will be deemed to be Assets under this Agreement and will transfer to the
Purchaser at Settlement. [reference to closing condition removed]
4.6
HNI Helicopter
The parties acknowledge that the Vendor is in discussions regarding the potential
sale of the aircraft with registration ZK-HNI (ZK-HNI). The Vendor agrees that
the written consent of the Purchaser shall be required before a binding sale
agreement is entered into and in particular before any agreement is reached in
relation to the price to be paid for ZK-HNI. The Vendor agrees that where the
sale of ZK-HNI has not completed prior to Settlement, then ZK-HNI will be
included within the Assets sold pursuant to this Agreement and the benefit of the
ZK-HNI sale agreement shall be assigned to the Purchaser. If the sale of the ZKHNI helicopter is completed prior to Settlement, the HNZ Purchase Price will be
reduced by the purchase price for that helicopter and any sale proceeds received
by the Vendor will be deemed to be Excluded Assets under this Agreement.
4.7
Disposal of assets in the interim period

Without limitation to the rights of the Purchaser under clause 4.2(a)(ii), where
the Vendor disposes of any aircraft prior to Settlement (other than as anticipated
pursuant to clauses 4.6), the HNZ Purchase Price shall be reduced by the amount
paid or payable for those assets. Without limitation to the rights of the
Purchaser under clause 4.2(b)(i), where the HNL Vendor disposes of any HNL
Assets prior to Settlement, the HNL Purchase Price shall be reduced by the
amount paid or payable for those HNL Assets.
4.8
Power by the hour contracts

The parties acknowledge that it is their intention that at Settlement the Purchaser
will receive the benefit of all prepayments made on power by the hour contracts
and the parties agree that where any prepayment in respect of a power by the
hour contract is refunded prior to Settlement:
19
(a)
to the Vendor, then the HNZ Purchase Price shall be reduced by the amount of
any cash paid or payable to the Vendor in respect of such power by the hour
contract; and
(b)
to any member of the Vendor Group other than the Vendor, then amount of any
cash paid or payable to that member of the Vendor Group in respect of such
power by the hour contract shall remain with that member of the Vendor Group
at Settlement and there shall be no adjustment in the Settlement Statement to
take into account that extra cash or payable.
CONDITIONS
This Agreement is conditional on:
5.1
Overseas Investment Act

the Purchaser obtaining the consent, on terms which are reasonably acceptable
to the Purchaser, of the Overseas Investment Office under the Overseas
Investment Act 2005 and its regulations to the Purchaser acquiring the Business
and the Assets and the HNL Assets and carrying on the Business in New Zealand;
5.2
Civil Aviation Authority

(a)
the Purchaser obtaining, on terms which are reasonably satisfactory to the
Purchaser, an Air Operating Certificate from the New Zealand Civil Aviation
Authority authorising the Purchaser to carry on the Business in New
Zealand; and
(b)
Helicopters (Australia) Pty Limited holding at Settlement all required

aircraft operator certificates and certificates of approval from the Australian
Civil Aviation Safety Authority;
5.3
Key Contracts
the Purchaser having obtained, in accordance with clauses 11.1(b) and 11.1(c),
the consent of the counterparties (on terms reasonably acceptable to the
Purchaser and the Vendor) under each Key Contract, either to an assignment of
that Key Contract to the Purchaser (or its nominee), or to the substitution of the
Purchaser (or its nominee) as a party to that Key Contract as from Settlement, or
in the case of Key Contracts entered into by any company being acquired
pursuant to this agreement, in respect of the change of control of that entity as a
result of this agreement; [reference to closing condition removed]
5.4
HNL Vendor Lease Agreements

the lease agreements between the HNL Vendor and the Vendor in respect of the
HNL Assets being terminated on terms reasonably acceptable to the Purchaser so
that both parties are fully released and discharged from their obligations
thereunder;
5.5
Key Leases
the consents of the lessors to (a) the assignment of the Key Leases from the
Vendor to the Purchaser, or (b) in respect of Key Leases entered into by any
company being acquired pursuant to this agreement, the change of control of
20
that entity as a result of this agreement, in each case on terms reasonably

acceptable to the Purchaser and the Vendor (including with respect to the waiver
of any pre-emptive rights which may be triggered by such assignment or change
of control); [reference to closing condition removed]
5.6
Material Adverse Change

There being no Material Adverse Change between the date of this Agreement and
Settlement; and
5.7
FIRB Approval
The Purchaser obtaining any required approvals to the transaction from the
Australian Foreign Investment Review Board on terms which are reasonably
satisfactory to the Purchaser.
SATISFACTION OF CONDITIONS
6.1
Date for Satisfaction of Conditions

The date for satisfaction of the conditions in clause 5 will be the date falling six
months after the date of this Agreement or such later date as the Vendor and the
Purchaser either generally or in any particular case may agree upon in writing.
6.2
Reasonable endeavours
Each of the Purchaser, the Vendor and the HNL Vendor will use reasonable
commercial endeavours to procure the satisfaction of the conditions in clause 5
and each will upon request from one of the others and/or the Receivers keep
them fully informed as to progress in procuring the satisfaction of the conditions.
6.3
Waiver
The conditions in clause 5 have been inserted for the sole benefit of the
Purchaser and may accordingly be waived by the Purchaser by giving written
notice to the other parties. Any such waiver of a condition may not be retracted
and the condition which has been waived will be deemed to have been satisfied
on the date of waiver.
6.4
Effect of Failure of Conditions:

If:
(a)
any of the conditions in clause 5 is not satisfied in the timeframe

prescribed or agreed under clause 6.1; or
(b)
any consent, approval, authorisation or licence that is to be obtained under

any of those conditions, is obtained subject to conditions which the
Purchaser reasonably considers to be unacceptable,
then this Agreement shall be voidable at the election of the Purchaser by notice in
writing to the other parties.
21
SETTLEMENT
7.1
Time and Place of Settlement

Settlement will take place prior to the close of business on the Settlement Date at
the Auckland Offices of Chapman Tripp, Level 35, ANZ Centre, 23-29 Albert
Street, Auckland or any other place agreed upon by the Vendor and the
Purchaser.
7.2
Vendors Obligations
At Settlement on the Settlement Date:
(a)
the Vendor will transfer, or procure the transfer of, the Assets to the
Purchaser or the Purchasers Nominee (where applicable) free of all
Encumbrances;
(b)
the Vendor will deliver to the Purchaser:

(i)
subject to clause 7.4, those of the Assets capable of transfer by

delivery, the title to which will pass to the Purchaser on delivery;
(ii)
a bill of sale in respect of each of the aircraft listed in Appendix 1A;
(iii)
all documents of title relating to the Assets or the HNL Assets to the
extent held by the Vendor;
(iv)
releases and discharges of any Encumbrances over any of the Assets

(in a form suitable for registration under the PPSA, the Land
Transfer Act 1952, or any other Act, where applicable) or evidence
that such Assets have been released and discharged as at the
Settlement Date from any Encumbrances;
(v)
an original executed copy of each Key Contracts (other than for any
Key Contract in respect of which the Purchaser has waived the
condition in clause 5.3); [reference to closing condition removed]
(vi)
original executed copies of all Contracts (other than Key Contracts)

[reference to contracts removed] to the extent held by the Vendor,
together with any consents of third parties to the assignment or
novation of such Contracts to the Purchaser or its nominee that are
received prior to Settlement Date;
(vii)
a copy of a signed valid resolution of the directors of each Vendor

Group Company (other than the Vendor) approving:
(A)
the transfer of the Shares and directing that the name of the
Purchasers Nominee be entered in the relevant Vendor Group
Companys share register once the duly executed transfers
have been delivered to the relevant Vendor Group Company;
and
22
(B)
the appointment of the Purchasers nominees (as notified by

the Purchaser under clause 4.4(b)) as directors of each
relevant Vendor Group Company effective from Settlement;
(viii) a resignation in writing from each director of each Vendor Group

Company (other than the Vendor), effective from Settlement;
(ix)
the Business Records;
(x)
duly executed assignments or transfers of the Intellectual Property

(in registrable form if required to record a change of ownership) that
the Purchaser reasonably requires in order to take ownership of the
Intellectual Property;
(xi)
all codes, passwords, personal identification numbers, customer

account details, authorisation keys and UDAIs, as the case may be,
for each of the Domain Names, and any other information necessary
to transfer to the Purchaser each of the Domain Names;
(xii)
evidence that the benefit of any overhaul, maintenance,

manufacturing or other sales warranties in connection with any
Assets owned by the Vendor has been transferred to the Purchaser
with effect from Settlement, to the extent that the benefit of any
such warranties is transferrable and/or relevant counterparty
consent has been obtained provided the Vendor has used reasonable
endeavours to obtain any required consents;
(xiii) evidence that the Vendor and the HNL Vendor have changed their
names so as not to include any Intellectual Property or anything
confusingly similar;
(xiv) evidence reasonably satisfactory to the Purchaser that all amounts
due to Existing Employees at or prior to Settlement in respect of the
agreed employee retention package (including any performance
bonuses payable) have been, or will be after the payment referred
to in clause 7.6(c), paid; [reference to employee matters removed]
(xv)
evidence reasonably satisfactory to the Purchaser that all amounts

due from each member of the Vendor Group to any Related
Company and to SCF have been repaid and that no such debts
remain outstanding (other than an amount due by HNZ to SCF to
the extent that the payments made pursuant to clause 7.6 do not
fully repay the amount due by HNZ to SCF) [reference to debt
removed]; and
(xvi) valid certificates of airworthiness in respect of each aircraft owned

by a member of the Vendor Group or the HNL Vendor (and in the
case of aircraft operated by Helicopters (Australia) Pty Limited,
evidence that they are registered under the Civil Aviation Safety
Regulations 1998 (Cth)), other than in respect of the one Eurocopter
23
AS350 "Squirrel" hull aircraft with registration ZK-IMS owned by the

Vendor which is currently grounded for significant modification.
(c)
7.3
the Vendor will deliver to the Purchasers Nominee:

(i)
executed transfers of the Shares in registrable form to the

Purchasers Nominee;
(ii)
the share certificates for the Shares, or if no share certificates have

been issued, a certificate to that effect signed by a director of the
relevant Vendor Group Company;
HNL Vendors Obligations

At Settlement on the Settlement Date the HNL Vendor will:
(a)
transfer the HNL Assets to the Purchaser free of all Encumbrances and will
deliver to the Purchaser all documents of title relating to the HNL Assets to
the extent held by the HNL Vendor;
(b)
deliver to the Purchaser a bill of sale in respect of each of the aircraft listed
in Appendix 1E;
(c)
deliver to the Purchaser releases and discharges of any Encumbrances over

any of the HNL Assets (in a form suitable for registration under the PPSA or
any other Act, where applicable) or evidence that such HNL Assets have
been released and discharged as at the Settlement Date from any
Encumbrances;
(d)
deliver to the Purchaser evidence that the benefit of any overhaul,

maintenance, manufacturing or other sales warranties in connection with
any Assets owned by the HNL Vendor has been transferred to the
Purchaser with effect from Settlement, to the extent that the benefit of any
such warranties is transferrable and/or relevant counterparty consent has
been obtained provided the Vendor has used reasonable endeavours to
obtain any required consents;
(e)
(f)
will deliver to the Purchaser the HNL Business Records; and

issue a Tax Invoice to the Purchaser in respect of GST charged on the
supply of the HNL Assets.
7.4
Deemed Delivery
The Vendor and the HNL Vendor may deliver to the Purchaser any item required
to be delivered at Settlement under clauses 7.2 and 7.3 by placing that item
under the effective control of the Purchaser.
7.5
Possession and Risk

Possession of and title to the Business and the Assets and the HNL Assets will be
given and taken at Settlement with effect from the time that the Purchaser pays
the Purchase Price.
24
7.6
Purchasers Obligations
At Settlement on the Settlement Date, subject to the Vendors compliance with
clause 7.2 and the HNL Vendors compliance with clause 7.3, the Purchaser will
pay the HNZ Purchase Price and the HNL Purchase Price as follows:
(a)
first, the HNZ Retention Amount and the HNL Retention Amount to the
Escrow Agent to be held in accordance with the terms of the Escrow Deed;
(b)
then, on behalf of the Vendor, all amounts required to repay the HNZ Third
Party Debt as set out in the statements provided to the Purchaser under
clause 4.3(a);
(c)
then, on behalf of the Vendor, pay to the relevant Transferring Employees

the amount due to them at Settlement in respect of the second instalment
of the agreed employee retention package; [reference to employee matters
removed]
(d)
then, the GST owing under clause 3.6(e) to the Receivers;
(e)
then, to the extent there is any excess of the HNZ Purchase Price, on
behalf of the Vendor, the amount required to repay the SCF-HNZ Debt as
set out in the statement provided to the Purchaser under clause 4.3(b)(i);
(f)
then, to the extent there is any excess of the HNL Purchase Price, on
behalf of the HNL Vendor, the amount required to repay the HNL Debt as
set out in the statement provided to the Purchaser under clause 4.3(b)(ii);
(g)
then, to the extent there is any excess of the HNZ Purchase Price, the
balance of the HNZ Purchase Price to the Vendors nominated bank
account; and
(h)
then, to the extent there is any excess of the HNL Purchase Price, the
balance of the HNL Purchase Price to the HNL Vendors nominated bank
account.
7.7
Escrow Agent to hold HNZ Retention Amount

In accordance with clause 7.6(a) the HNZ Retention Amount will on Settlement
be paid to the Escrow Agent to hold on the terms of the Escrow Deed. Subject to
the terms of clause 7.9, on the date that is 60 days after the Adjustment Date
(the Retention Payment Date), the Purchaser and the Vendor must jointly
instruct the Escrow Agent to pay the balance of the HNZ Retention Amount to
HNZ (following any payment to the Purchaser on the Adjustment Date made in
accordance with clause 10.4(b) and/or any payment made to the Purchaser prior
to the Retention Payment Date in accordance with clause 14.14)..
7.8
Escrow Agent to hold HNL Retention Amount

In accordance with clause 7.6(a) the HNL Retention Amount will on Settlement be
paid to the Escrow Agent to hold on the terms of the Escrow Deed. Subject to
the terms of clause 7.9, on the Retention Payment Date, the Purchaser and the
HNL Vendor must jointly instruct the Escrow Agent to pay the balance of the HNL
25
Retention Amount to HNL (following any payment to the Purchaser on the

Adjustment Date made in accordance with clause 10.4(b) and/or any payment
made to the Purchaser prior to the Retention Payment Date in accordance with
clause 14.14).
7.9
Outstanding Claims
If the Purchaser has notified the Vendor in writing of a bona fide Claim against
the Vendor and/or the HNL Vendor which has not been Determined prior to the
Retention Payment Date (an Outstanding Claim), the Purchaser shall be
entitled to require that the Outstanding Claim Amount in respect of that
Outstanding Claim shall remain with the Escrow Agent until that Outstanding
Claim is Determined and the amount that the Escrow Agent is instructed to pay
from the HNZ Retention Amount and/or the HNL Retention Amount pursuant to
clause 7.7 and/or 7.8 shall be reduced to that extent. Once all such Outstanding
Claims are Determined, the Vendor and the Purchaser shall instruct the Escrow
Agent to pay the amount Determined as being payable to the Purchaser, to the
Purchaser from the HNZ Retention Amount and/or the HNL Retention Amount (as
applicable), and then to pay the balance of the HNZ Retention Amount (if any) to
the Vendor and the balance of the HNL Retention Amount (if any) to the HNL
Vendor.
ASSUMED LIABILITIES
8.1
Assumption of Liabilities
On Settlement, the Purchaser assumes all the obligations under the Assumed
Liabilities, and must pay all amounts payable in respect of, and perform any
obligations in relation to, the Assumed Liabilities as and when required or as they
fall due. The Purchaser shall not assume any liabilities of the Vendor or the HNL
Vendor other than the Assumed Liabilities. For the avoidance of doubt, the
Purchaser shall not assume any liability for the HNZ Debt (which shall remain a
liability of HNZ to be discharged pursuant to clause 7.6) or taxation or amounts
due to any relevant taxation authority by the Vendor or HNL.
8.2
Indemnity
The Purchaser indemnifies on demand the Vendor and each of its Related
Companies against all and any Loss incurred by the Vendor or its Related
Companies due to any breach by the Purchaser of its obligations under
clause 8.1.
INSURANCE
9.1
The Vendor and the HNL Vendor agree and the Purchaser acknowledges that as
from the date of this Agreement:
(a)
the Vendor and the HNL Vendor will hold, respectively, all insurance
policies over the Assets and the HNL Assets in trust (but subject to the
terms of such policies) for the Purchaser and itself;
(b)
if any of the Assets or the HNL Assets is lost, damaged or destroyed before
Settlement, the Vendor or the HNL Vendor (as the case may be) will hold
26
the proceeds of any policy relating to those Assets of HNL Assets in trust
for the Purchaser until Settlement and will pay any such amounts to the
Purchaser on Settlement.
9.2
Subject to condition 5.6, the Purchaser acknowledges that it will not be entitled
to cancel this Agreement because of any damage to, or loss or destruction of, any
of the Assets or the HNL Assets.
9.3
The Purchaser will be responsible for insuring the Assets and the HNL Assets from
Settlement.
10
POST-SETTLEMENT ADJUSTMENT
10.1
Parties to co-operate
Immediately after Settlement, the Vendor and the Purchaser or their
representatives will co-operate and do all things reasonably necessary and
desirable to facilitate preparation and finalisation of the Settlement Statement in
accordance with this Agreement, including providing access to premises, working
papers and assistance with any necessary stocktake.
10.2
(a)
Preparation of Settlement Statement

Immediately before the Settlement Date the Vendor and the Purchaser will
instruct the Chief Financial Officer of the Business and a representative appointed
by the Receivers to prepare the Settlement Statement so that any adjustment to
the HNZ Purchase Price can be determined.
(b)
The Settlement Statement shall be prepared:

(i)
on a basis consistent with the policies and principles set out in the Working
Capital Statement; and
(ii)
subject to sub-paragraph (i) (which is to prevail in the event of any

inconsistency) in accordance with the Vendors accounting practices as
applied in respect of the audited financial statements for the year ending
30 June 2010; and
(iii)
to the extent not reflected in (i) and (ii) (which are to prevail in that order
in the event of any inconsistency) in accordance with the prevailing
accounting principles, standards and practices generally accepted in New
Zealand.
(c)
The Chief Financial Officer of the Business and the Receivers representative will
each endorse a certificate on the Settlement Statement to the effect that it has
been properly prepared on the basis provided for in this Agreement.
(d)
As soon as practicable, but no later than 20 Business Days after Settlement, the
Chief Financial Officer of the Business and the Receivers representative will
deliver the Settlement Statement to the Vendor and Purchaser for review.
27
(e)
The Vendor and the Purchaser will, subject to clause 10.3, declare the Settlement
Statement to be final within 10 Business Days of receipt. The Vendor and the
Purchaser will co-operate with each other during this period and will take all
reasonable steps necessary to address any issues and resolve any disagreements
relating to the Settlement Statement.
(f)
Subject to clause 10.3, once declared final, the Settlement Statement will be
used as the basis for an adjustment to the Purchase Price in accordance with
clause 10.4.
10.3
(a)
Disputes
If a dispute arises relating to any aspect of the Settlement Statement, such
dispute will at the instigation of either of the Vendor or Purchaser be determined
by a person to be agreed between them, and if they cannot agree, then on
application by either of the Vendor or Purchaser, by an independent person
appointed by the President for the time being of the Auckland branch of the
Institute of Chartered Accountants of New Zealand as an expert.
(b)
Failure to prepare the Settlement Statement, or to obtain a certificate on the

Settlement Statement under clause 10.2(c), or to declare the Settlement
Statement final under clause 10.2(e) for any reason whatever may be deemed, at
the election of the Vendor or the Purchaser, to constitute a dispute within the
meaning of this clause 10.3.
(c)
The independent person acting under this clause acts as an expert and the
determination of that person will be binding on the Vendor and the Purchaser.
(d)
The costs of an expert acting under this clause shall be borne by the Party whose
position after the matter is referred for determination under this clause 10.3 and
before the commencement of the work of the expert, is further from the position
represented by the expert's decision, as determined by the expert at the request
of either of the Vendor or Purchaser and paid upon demand. If it is not possible
to make a determination under this paragraph (d) those costs will be shared
equally.
10.4
Adjustment
On the Adjustment Date, if required, one of the following payments will be made:
(a)
if the amount of Net Working Capital disclosed in the Settlement Statement

exceeds the aggregate of the target Net Working Capital amounts disclosed
in the Working Capital Statement, then the Purchaser will pay the amount
of the excess to the Vendor (or to SCF if and to the extent the terms of the
release of SCFs Encumbrance over the Assets and/or the HNL Assets so
requires); [reference to payment terms removed]
(b)
if the amount of Net Working Capital disclosed in the Settlement Statement

is less than the aggregate of the target Net Working Capital amounts
disclosed in the Working Capital Statement, then the Vendor will refund the
amount of the shortfall, to the Purchaser. The Purchaser and Vendor agree
that such a refund shall be implemented by the Purchaser and the Vendor
28
immediately instructing the Escrow Agent in writing to pay the amount of

such shortfall to the Purchaser from the HNZ Retention Amount and the
HNL Retention Amount. Where the shortfall exceeds the balance of the
HNZ Retention Amount and the HNL Retention Amount, the Vendor shall be
liable to immediately pay to the Purchaser the amount of such excess.
Any payment will be an adjustment to the Purchase Price.
11
TRANSFER OF CONTRACTS INCLUDING LEASES
11.1
(a)
Contracts
From Settlement the Purchaser will perform the obligations of the Vendor under
the Contracts which are due to be performed (or relate to the period) after
Settlement (other than in respect of any liability or Loss arising from an act or
omission of the Vendor prior to Settlement). The Purchaser shall not assume
liability, or bear any Loss, for the performance of any Contract to the extent
obligations were due to be performed (or related to the period) prior to
Settlement.
(b)
The Purchaser and the Vendor will use all reasonable endeavours to obtain, from
the date of this Agreement but with effect from Settlement, the consent of the
counterparties (on terms reasonably acceptable to the Purchaser and the Vendor)
under each Key Contract and Important Contract, either to an assignment of that
Key Contract or Important Contract to the Purchaser, or to the substitution of the
Purchaser as a party to that Key Contract or Important Contract, or in the case of
Key Contracts or Important Contract entered into by any company being acquired
pursuant to this agreement, in respect of the change of control of that entity as a
result of this agreement, in each case as from Settlement. [reference to contracts
removed]
(c)
The Purchaser will:
(d)
(i)
provide such financial and other information (in respect of itself and any of
its Related Companies) as may be reasonably required to obtain the
consents to assignment or agreement to substitution; and
(ii)
if required by the relevant counterparty, procure a guarantee of the

Purchasers obligations in respect of the relevant Key Contract or
Important Contract from such Related Company of the Purchaser as the
counterparty to that Key Contract or Important Contract may reasonably
require. [reference to contracts removed]
As soon as possible following Settlement, the Purchaser will use all reasonable
endeavours to obtain the consent or agreement of counterparties to the other
Contracts (not being the Key Contracts or Important Contracts) either to an
[reference to contracts removed] assignment of each Contract to the Purchaser,
or to the substitution of the Purchaser as a party to each Contract, or in the case
of Contracts entered into by any company being acquired pursuant to this
agreement, in respect of the change of control of that entity as a result of this
agreement, in each case as from Settlement. The Purchaser will:
29
(e)
(i)
provide such financial and other information (in respect of itself and any of
its Related Companies) as may be reasonably required to obtain the
consents to assignment or agreement to substitution; and
(ii)
if required by the relevant counterparty, procure a guarantee of the

Purchasers obligations in respect of the relevant Contract from such
Related Company of the Purchaser as the counterparty to that Contract
may reasonably require. [reference to contracts removed]
From Settlement if a counterpartys consent under clause 11.1(b) or clause

11.1(d) is not forthcoming, or until the consent is obtained pursuant to this
clause 11, the Vendor will:
(i)
hold the benefit of the Contract on trust for the Purchaser and account to
the Purchaser promptly after receipt by it for the value of any benefit of
the Contract that arises (or relates to the period) after the Settlement
Date;
(ii)
enforce the Contract against any counterparty to it in the manner that the
Purchaser directs (and promptly following such direction) from time to
time, at the expense of the Purchaser; and
(iii)
not agree to any termination, amendment or variation of, or waiver of any

of the Vendor's rights under, the Contract without the prior written
approval of the Purchaser.
(f)
The Purchaser is not entitled to cancel this Agreement due to a failure to

effectively transfer, assign or substitute parties in relation to any Contract (other
than a Key Contract, in which case clause 6.4 will apply). [reference to contracts
removed]
(g)
If an Equipment Lease, Intellectual Property licence, Lease or other real property

licence has not been transferred to the Purchaser by Settlement, the Vendor
must, to the extent it lawfully can, allow the Purchaser to use or occupy the
property or intellectual property rights (as applicable) the subject of the
Equipment Lease, Intellectual Property licence, Lease or other real property
licence as licensee from Settlement until the transfer is completed.
(h)
If, despite their reasonable endeavours, the Vendor and the Purchaser are unable
to (including because any third party consent required cannot be obtained)
transfer a Contract under this clause 11 within three months from Settlement,
the Purchaser may, by written notice to the Vendor, require the Vendor and the
Purchaser to use their respective reasonable endeavours to procure that the
Contract is terminated with, in so far as reasonably practicable, no additional
liability to either of them.
11.2
Purchasers Indemnities
The Purchaser indemnifies, on demand, the Vendor and each other member of
the Vendor Group against all Losses, claims, liabilities and expenses (including
those incurred by a member of the Vendor Group) arising because of or in
30
connection with any failure to perform or any breach by the Purchaser of the
Contracts which is due to be performed (or relates to the period) after the
Settlement Date or the Purchasers obligations under this clause 11 after
Settlement except to the extent that any such Losses, claims, liabilities and
expenses are suffered, paid or incurred from acts, omissions of or events caused
or contributed to by the Vendor (other than at the direction of the Purchaser).
12
EMPLOYMENT ISSUES
12.1
(a)
Notice and Offer of New Employment

The Vendor or its Related Companies (if one of those Related Companies is the
employer) (in this clause 10.1 the Employer) will terminate the employment of
each of the Existing Employees by notice in writing (the Vendors Notice) with
effect from Settlement.
(b)
The Purchaser will make a written offer (the Purchasers Offer) to each Existing
Employee employed by the Vendor, offering employment with the Purchaser as
from Settlement in the same capacity and on terms and conditions which are the
same as or are no less favourable than those applying to his or her existing
employment. In particular, the Purchasers Offer will confirm that years of
service recognised by the Vendor or the Employer for each of the Existing
Employees will also be recognised by the Purchaser.
(c)
The Vendors Notice and the Purchasers Offer will be delivered together to each
of the applicable Existing Employees.
12.2
Co-operation
The Vendor and the Purchaser agree to co-operate as far as reasonably possible
in negotiations with the Existing Employees and any trade unions over
employment-related issues arising in connection with the settlement of this
Agreement.
12.3
Liability for Employee-Related Expenses

The Purchaser assumes all liability for:
(a)
any liabilities in respect of the final instalment of the agreed employee retention
package to be paid on the anniversary of Settlement; [reference to employee
matters removed]; and
(b)
an amount of the sum of all unpaid salary and benefits, and all holiday pay and
long service leave entitlements, accrued to Settlement in respect of the
Transferring Employees;
and on demand indemnifies the Vendor and each Employer against any Loss or
cost related to a Transferring Employee arising after Settlement (other than for
any Loss arising from any act or omission of the Vendor at or prior to Settlement)
or related to the Purchasers failure to comply with its obligations under this
Agreement.
31
12.4
No Third Party Beneficiaries

No provision in this clause 12 will create any third party beneficiary rights in any
employee or former employee of the Vendor or any Employer in respect of
continued employment, or in respect of any benefits that may be provided under
any employee plan or benefit arrangement established by either the Vendor, the
Purchaser or their Related Companies.
13
PURCHASER TO TAKE OVER RECEIVABLES
13.1
From Settlement, the Vendor assigns all Receivables to the Purchaser.
13.2
The Purchaser must, within 5 Business Days of Settlement, give notice to each
person who owes a Receivable advising of the sale of the Business to the
Purchaser in a form approved by the Vendor (such approval not to be
unreasonably withheld).
13.3
Following Settlement Date if the Vendor receives payment of a Receivable it must

hold that payment on trust for the Purchaser and account to the Purchaser for
those payments on a monthly basis.
14
WARRANTIES
14.1
Vendor and HNL Vendor give warranties

The Vendor gives the warranties set out in clause 14.2 to the Purchaser and HNL
gives the warranties set out in clause 14.3 to the Purchaser.
14.2
Vendor warranties
The Vendor warrants to the Purchaser as follows:
(a)
the Assets are legally and beneficially owned by the Vendor, and will pass
to the Purchaser at Settlement free of all Encumbrances, all assets
disclosed as being assets of members of the Vendor Group other than the
Vendor are legally and beneficially owned by the relevant member of the
Vendor Group;
(b)
the Vendor:
(c)
(i)
is duly incorporated and validly exists under the laws of

New Zealand;
(ii)
has been duly authorised by its directors and, to the extent required,
by its shareholders to enter into and perform this Agreement and to
carry out the transactions contemplated by this Agreement; and
(iii)
has full power, authority and legal right to enter into this Agreement
and each document contemplated by this Agreement and to perform
and observe all of its obligations contemplated by this Agreement.
so far as the Vendor is aware, the factual information contained in the Due
Diligence Materials is true and accurate in all material respects and not
32
misleading in any material respect and there is no information which

renders any of the factual information referred to in this paragraph
misleading, provided that:
14.3
(i)
it is expressly acknowledged and agreed that the Vendor is not

giving any warranty regarding forecasts, financial projections,
estimates or any other statement which relates to the future;
(ii)
the Vendor does not give any warranties in relation to reports

prepared by third parties; and
(iii)
so far as the Vendor is aware shall mean the actual awareness and
knowledge of the directors of the Vendor and the Key Employees.
[reference to warranties of the Vendor removed]
HNL Vendor warranties

The HNL Vendor warrants to the Purchaser as follows:
(a)
the HNL Assets are be legally and beneficially owned by the Vendor, and
will pass to the Purchaser at Settlement free of all Encumbrances;
(b)
the HNL Vendor has full power, authority and legal right to enter into this
Agreement and to perform and observe all of its obligations contemplated
by this Agreement; and
(c)
the HNL Vendor is duly incorporated and validly exists under the laws of
New Zealand.
The Receivers warrant that they have full power, authority and legal right to
enter into this Agreement and to perform their obligations contemplated by this
Agreement.
14.4
Exceptions
The Warranties are given on the basis that they will take effect subject to:
(a)
the disclosure by way of email to the Purchasers solicitors dated 11 April

2011 relating to the legal ownership of Helicopters Cambodia Pte Ltd;
[reference to warranties removed]
(b)
any item contained in the Settlement Statement;
(c)
any matter, circumstance, or information disclosed by public records

relating to the Vendor, the Business and Assets, the HNL Vendor and/or
the HNL Assets held at the companies office, any court registry and Land
Information New Zealand;
(d)
any exceptions expressly provided for under the terms of this Agreement;
(e)
anything done or omitted at the request, or with the approval, of the

Purchaser in writing after the date of this Agreement.
33
14.5
Minimum Claim
Neither the Vendor nor the HNL Vendor has any liability for any Claim unless the
amount of that Claim:
(a)
when aggregated with claims arising from the same set of facts or
circumstances exceeds $100,000; and
(b)
when aggregated with other Claims for which the Vendor and/or the HNL
Vendor is liable under this agreement exceeds $1,000,000.
If the aggregated amount of Claims exceeds $1,000,000 the Vendors liability for
any valid Claims shall be for the whole amount of such Claims, not just the
amount by which those Claims exceed $1,000,000.
14.6
Vendors Total Liability

Total liability for all and/or any Claims shall in no event exceed:
(a)
100% of the HNZ Purchase Price in respect of Claims against the Vendor
except for Claims made against the Vendor under clause 14.2(c) in which
case the liability for Claims shall not exceed 50% of the HNZ Purchase
Price; and
(b)
100% of the HNL Purchase Price in respect of Claims against the HNL
Vendor.
14.7
Operation of Warranties
The Warranties are deemed to be repeated at Settlement with reference to the
facts then existing.
14.8
Breach of Warranties
No breach of any of the Warranties or other obligations of the Vendor or the HNL
Vendor, expressed or implied in this Agreement or otherwise in relation to the
sale of the Business and Assets and the HNL Assets to the Purchaser, entitles the
Purchaser to cancel this Agreement or to exercise any remedies conferred by law.
14.9
Purchaser Relies on Own Judgment

The Purchaser acknowledges that it is entering into this Agreement solely in
reliance on its own judgment and due diligence investigation, and not in reliance
on any statements, warranties or representations (other than the Warranties)
made to it or to any other person by or on behalf of the Vendor or the HNL
Vendor. Accordingly, with the exception of the Warranties, all express or implied
warranties and representations are excluded from this Agreement to the
maximum extent permitted by the law.
14.10 No warranty as to accuracy

None of the Vendor, the HNL Vendor, the Receivers or their respective Related
34
otherwise) directly or indirectly provided or made available to or used by the

Purchaser in connection with the transactions evidenced by this Agreement and
the Purchaser unconditionally waives any claim (other than for breach of
Warranty) (whether arising in tort, in contract, statute, by operation of law or
otherwise) it may have against any of them in respect of such information or,
with the exception of the Vendor and the HNL Vendor, otherwise under or in
connection with this Agreement, the Business, Assets and/or HNL Assets.
14.11 No warranty as to future prospects
None of the Vendor, the HNL Vendor, the Receivers or any of their respective
Related Companies, advisers, employees, officers or agents have given, or will
give, any representation or warranty as to the future prospects of the Business.
14.12 No Claim
Neither the Vendor nor the HNL Vendor will be liable to the Purchaser for any
Claim for Loss to the extent that:
(a)
the relevant Loss relates to a liability that is contingent, unless and until
the liability becomes due and payable;
(b)
the relevant Loss has been made good without cost or liability to the
Purchaser, or
(c)
in respect of a Claim made under clause 14.2(c), written notice of that

Claim is not given to the Vendor prior to the date falling 18 months after
the Settlement Date.
14.13 Excluded Liability

The Vendor and the HNL Vendor exclude all liability for indirect and/or
consequential loss or damage.
14.14 Warranty payments reduce price
Any payment to the Purchaser in respect of any breach of Warranty will constitute
a repayment and reduction of the Purchase Price. To the extent a Claim is
Determined in favour of the Purchaser prior to the Retention Payment Date, the
Purchaser and the HNL Vendor or Vendor (as applicable), shall instruct the
Escrow Agent to pay the amount so Determined to the Purchaser from the HNL
Retention Amount or the HNZ Retention Amount (as applicable).
14.15 Benefit
This clause 14 is also for the benefit of those persons, in addition to the
Purchaser and the Vendor, as set out in it.
15
VENDORS DEFAULT ON SETTLEMENT
15.1
Settlement Notice
If the Vendor or the HNL Vendor (for reasons other than the default of the
Purchaser) fails to settle the sale on the Settlement Date, then the Purchaser, by
notice in writing, may require the Vendor and/or the HNL Vendor (as applicable)
to settle the sale within 10 Business Days of receipt of the notice. The notice will
35
be effective only if the Purchaser is at the time of service in all material respects
ready, able and willing (apart from the default of the Vendor and/or the HNL
Vendor) to proceed to settle in accordance with the notice.
15.2
Remedies
If the Vendor or the HNL Vendor fails to comply with the terms of a settlement
notice under clause 14.1 (time being of the essence) then without further notice
and without prejudice to any other rights or remedies available to the Purchaser
at law or in equity, the Purchaser may:
(a)
sue the Vendor and/or the HNL Vendor (as applicable) for specific
performance; or
(b)
cancel this Agreement.
16
DEFAULT BY THE PURCHASER
16.1
Default Notice
If the Purchaser fails to comply with clause 7.6 on the Settlement Date then the
Vendor, by notice in writing, may notify the Purchaser of the default and require
the Purchaser to remedy the default within 10 Business Days of receipt of the
notice. The notice will be effective only if the Vendor and the HNL Vendor is at the
time of service in all material respects ready, able and willing (apart from the
default of the Purchaser) to proceed to settle in accordance with the notice.
16.2
Remedies
If the Purchaser fails to remedy the default within 10 Business Days of receipt of
the Vendors notice (time being of the essence) then without further notice and
without prejudice to any other rights or remedies available to the Vendor at law
or in equity, the Vendor (for itself and, to the extent applicable, as agent for the
HNL Vendor) may:
(a)
sue the Purchaser for specific performance; or
(b)
cancel this Agreement; or
(c)
resell the Business or any part of the Business either by public auction or
private contract on such terms and conditions as the Vendor thinks fit. In
this case the Purchaser will pay on demand to the Vendor as liquidated
damages a sum equal to the Loss (if any) incurred on any resale or
attempted resale, plus all costs and expenses reasonably incurred in that
resale or attempted resale provided that the Vendor uses all reasonable
endeavours to obtain the best price achievable on such sale or resale.
17
RECEIVERS LIABILITY LIMITED
17.1
Receivers not Personally Liable

The Purchaser acknowledges that the Receivers are entering into and signing this
Agreement as agents for the HNL Vendor and neither they, nor their firm,
36
partners, or Representatives, will incur any personal liability whatsoever in

respect of any matter referred to in this Agreement.
17.2
Limit on Receivers Liability

If a court of competent jurisdiction holds the Receivers or their firm, partners or
Representatives personally liable in respect of any matters arising under or
incidental to this Agreement then:
(a)
that liability will be limited to $5,000; and
(a)
the Purchaser will not have recourse to either or both of the Receivers
personal assets or to the personal assets of their firm, partners or
Representatives, nor will they petition or otherwise seek adjudication for
bankruptcy of either or both of the Receivers or of their firm, partners or
Representatives in respect of any liability, claim or judgment thereon
under, pursuant to, or in connection with this Agreement.
17.3
Further acknowledgement
The parties to this Agreement also acknowledge and agree that this clause is not
severable from this Agreement and under no circumstances will any party to this
Agreement (or any person claiming through any of them) claim or support any
claim that this clause is unenforceable or should be excluded or severed from this
Agreement in any way.
18
NOTICES
18.1
Written notice
Any notice produced under this Agreement must be in writing addressed to the
Party to whom it is to be sent at the address or facsimile number from time to
time designated by that Party in writing to the other Party. Until any other
designation is given the address and facsimile number of each Party is as set out
in Schedule 1.
18.2
Delivery
Delivery may be effected by hand, by fastpost or airmail with postage prepaid, or
by facsimile.
18.3
Deemed receipt
Any notice given under this Agreement is deemed to have been received:
(a)
at the time of delivery, if delivered by hand;
(b)
on the 2nd Business Day after the date of mailing, if sent by fastpost or
airmail with postage prepaid;
(c)
on the day on which the transmission is sent, if sent by facsimile.

However, if the date of transmission is not a Business Day or the
transmission is sent after 4pm on a Business Day then the notice will be
deemed to have been received on the next Business Day after the date of
transmission. If there is any dispute or difference between the Parties over
37
the fact of transmission in any particular case, production by the sender of

a confirmation of clear transmission will be conclusive evidence of
transmission and will bind the Parties accordingly.
19
MISCELLANEOUS CLAUSES
19.1
No Merger
The agreements, obligations, warranties and undertakings of the Parties are not
to merge with the sale and purchase of the Assets and the Business but (to the
extent that they have not been completed by performance at Settlement) remain
enforceable to the fullest extent notwithstanding any rule of law to the contrary.
19.2
Confidentiality
The Purchaser must treat all information made available by or on behalf of or at
the request of the Vendor in connection with this Agreement as strictly private
and confidential until Settlement and may not disclose such information except as
may be required by law or by any stock exchange. If Settlement does not
proceed the Purchaser will return such information to the Vendor, and agrees not
to divulge it to any third party or use it in any way for profit, unless and until it
becomes public knowledge otherwise than by the Purchasers own disclosure. This
clause does not limit any other relevant confidentiality agreement between the
Vendor and the Purchaser.
19.3
Further Assurances
Each of the Parties agrees to execute and deliver any documents, including
transfers of title, and to do all things as may reasonably be required by the other
Party or Parties to obtain the full benefit of this Agreement according to its true
intent. This obligation continues for a period of six months after Settlement and
survives the termination of this Agreement.
19.4
Access to Historical Materials

In the event that it becomes reasonably necessary for a party to this Agreement
(or any of its Related Companies) to obtain access to or copies of any materials
or documents of the Business or the HNL Business relating to periods prior to
Settlement, the other party will on request provide such materials or documents
(to the extent it is able) as the requesting party reasonably requires, subject to
the requesting party meeting all reasonable out of pocket costs incurred by the
other party. Subject to any other agreement between the Vendor and the
Purchaser (and other than to the extent requested in order to respond to a legal
claim, and then only where such disclosure is necessary to so respond), all
materials and documents provided pursuant to this clause shall be treated and
held confidential by the requesting party.
19.5
Announcements
The Parties will not (except as may be required by law or by any stock exchange)
make any announcement or disclosure regarding this Agreement or its subject
matter except in a form and manner and at such time as the Parties may agree
upon.
38
19.6
No Waiver
No failure, delay or indulgence by any Party in exercising any power or right
conferred on that Party by this Agreement operates as a waiver of such power or
right. No single exercise of any such power or right precludes further exercises of
that power or right or the exercise of any other power or right under this
Agreement.
19.7
No Assignment
(a)
Subject to subclause (b), no Party may transfer, assign, create any
Encumbrance over or deal in any manner with the benefit or burden of this
Agreement without first obtaining the written consent of the other Party or
Parties, such consent not to be unreasonably withheld.
(b)
The Purchaser and/or the Guarantor may grant an Encumbrance over this
Agreement in favour of its financiers.
19.8
Severability
If any part of this Agreement is held by any court or administrative body of
competent jurisdiction to be illegal, void or unenforceable, such determination will
not impair the enforceability of the remaining parts of this Agreement which will
remain in full force.
19.9
Entire Agreement
This Agreement constitutes the entire agreement between the Parties on the sale
and purchase of the Assets and the Business; it supersedes and extinguishes all
earlier negotiations, understandings and agreements, whether oral or written,
between the Parties relating to the sale and purchase of the Assets and/or the
Business.
19.10 Governing Law/Jurisdiction

This Agreement will be governed by, and construed in accordance with, the laws
of New Zealand. The Parties submit to the non-exclusive jurisdiction of the
courts of New Zealand in relation to all disputes arising out of or in connection
with this Agreement.
19.11 Process Agent
(a)
The Purchasers Guarantor will maintain an agent or representative in
New Zealand to accept service of any document required to be served on
Purchasers Guarantor in relation to proceedings under or in connection with this
Agreement which are commenced in the courts of New Zealand.
(b)
The Purchasers Guarantor appoints the Purchaser whose address is as notified in

the Recitals to this Agreement as its agent for service and undertakes to notify
the Vendor promptly of any change of address of a current agent or
representative and of the name and address of any substitute agent or
representative.
(c)
Any document will be sufficiently served on the Purchasers Guarantor if delivered

to the most recently notified agent or representative at its notified address.
39
19.12 Counterparts
This Agreement may be executed in two or more counterparts, each of which will
be deemed an original, but all of which together will constitute the same
instrument.
19.13 Costs
Except as otherwise provided in this Agreement, the Parties will meet their own
costs relating to the negotiation, preparation and implementation of this
Agreement.
20
GUARANTEE OF PURCHASERS PERFORMANCE
(a)
In consideration of the Vendor and the HNL Vendor entering into this Agreement
with the Purchaser at the request of the Purchasers Guarantor (as the
Purchasers Guarantor acknowledges by signing this Agreement) the Purchasers
Guarantor unconditionally and irrevocably guarantees to the Vendor, the HNL
Vendor and the Receivers:
(i)
the due and punctual payment of the Purchase Price and any other amount
payable by the Purchaser under this Agreement;
(ii)
the due and punctual observance and performance by the Purchaser of all
the terms and conditions, whether expressed or implied, that the Purchaser
is required to observe or perform under this Agreement;
(iii)
performance by the Purchaser of the Purchasers obligations under any

judgment or award relating to this Agreement.
(b)
The Purchasers Guarantor acknowledges and agrees that although as between

the Purchaser and the Purchasers Guarantor the latter may only be a surety yet
as between the Purchasers Guarantor and the Vendor the Purchasers Guarantor
will be deemed a principal debtor.
(c)
The Purchasers Guarantor acknowledges and agrees that its liability under this
guarantee will not be released or in any way prejudicially affected by:
(i)
the Vendor or the HNL Vendor granting to the Purchaser and the
Purchasers Guarantor, or either of them, or any other person further time,
indulgence or other concessions for the observance and performance of the
Purchasers obligations contained or implied in this Agreement;
(ii)
the Vendors or the HNL Vendors exercise or failure to exercise any of its
rights, powers or remedies against the Purchaser;
(iii)
the variation of any term of this Agreement, or assignment of the benefit

of it or novation of it (in whole or in part);
(iv)
any other act, matter, circumstance or law whereby the Purchasers

Guarantor as a surety only would but for the provision of this clause have
been released from liability under this guarantee.
40
(d)
As long as this guarantee continues the Purchasers Guarantor will not:

(i)
claim any set-off or make any counter-claim against the Purchaser; or
(ii)
make any claim or enforce any right against the Purchaser, (including any
right of proof in competition with the Vendor if the Purchaser becomes
insolvent);
(iii)
be entitled to, or to share in, the benefit of any security or agreement now
or at any later date held by the Vendor or the HNL Vendor for the payment
of the Purchase Price and performance of the Purchasers obligations under
this Agreement;
(iv)
claim or enforce any right of contribution against any co-surety.
41
THIS AGREEMENT takes effect on the date shown at the top of page 1.
EXECUTION
Helicopters (N.Z) Limited by:
For and on behalf of Helicopter Nominees

Limited (in Receivership) by:
/s/_________________________
Director
/s/ Kerryn Downey

Kerryn Downey
/s/_________________________
Director
/s/ William Black

William Black
Kerryn Downey in his capacity as

receiver of Helicopter Nominees
Limited (in Receivership:
William Black in his capacity as

receiver of Helicopter Nominees
Limited (in Receivership:
/s/ Kerryn Downey
/s/ William Black
in the presence of:
in the presence of:
/s/ Kare Johnstone___________
/s/ Kare Johnstone___________
Name: Kare Johnstone
Name: Kare Johnstone
Occupation: Chartered Accountant
Occupation: Chartered Accountant
Address: [address removed]
42
43
Southbound Helicopters Limited by:
Canadian Helicopters Limited by:
/s/ Don Wall__________________

Director
/s/ Don Wall

Director
in the presence of:
in the presence of:
/s/ Robert McKay__________
/s/ Robert McKay__________
Name: Robert McKay
Name: Robert McKay
Occupation: Business Executive
Occupation: Business Executive
____________
AGREEMENT FOR SALE AND PURCHASE OF BUSINESS AND ASSETS - SCHEDULE 1 (PARTIES DIRECTORY)
ARTICLE I.
SCHEDULE 1: PARTIES DIRECTORY

(Clause 18.1)
VENDOR:
HNL VENDOR:
Name
Address
Helicopters (N.Z.) Limited

HNZ Building
Trent Drive, Nelson Airport
Nelson 7011
Telephone
Fax
Contact person(s)
removed]
+64 9 366 4655

+64 9 366 4656
Kerryn Downey [Contact information
Name
Helicopter Nominees Limited (in

Receivership)
Level 17, 34 Shortland Street
Auckland 1010
Address
RECEIVERS:
Telephone
Fax
Contact person(s)
removed]
+64 9 366 4655

+64 9 366 4656
Kerryn Downey [Contact information
Name
Address
Kerryn Downey and William Black

McGrathNicol
Level 17, 34 Shortland Street
Auckland 1010
Telephone
+64 9 366 4655
Fax
+64 9 366 4656
Contact person(s)
Kerryn Downey / William Black [Contact
information removed]
PURCHASER:
Name
Address
Southbound Helicopters Limited

C/- Minter Ellison Rudd Watts
Lumley Centre
88 Shortland Street
Auckland 1010
Telephone
Fax
Contact person(s)
removed]
+64 9 353 9700

+64 9 353 9701
Cathy Quinn [Contact information
44
AGREEMENT FOR SALE AND PURCHASE OF BUSINESS AND ASSETS - SCHEDULE 1 (PARTIES DIRECTORY)
GUARANTOR:
Name
Address
Canadian Helicopters Limited

1215 Montee Pilon,
Les Cedres,
Quebec J7T1G1,
CANADA
Telephone
Fax
Contact person(s)
+ 1 780 429 6919

+1 450 452 3057
Don Wall, President and CEO
45
AGREEMENT FOR SALE AND PURCHASE OF BUSINESS AND ASSETS SCHEDULE 2 (WORKING CAPITAL STATEMENT)
ARTICLE II.
46
SCHEDULE 2: WORKING CAPITAL STATEMENT

(Clause 10.2)
Entity
Item
Notes
Dec-10
adjust
adjusted
Dec-10
Target
Settlement
Difference
LC$000
LC$000
LC$000
LC$000
LC$000
n.a.
n.a.
n.a.
6,589.3
6,132.3
724.1
724.1
724.1
1.0000
-`
0.7353
HNZ
Cash amount
currency NZ$
Aircraft parts
Warranty claims
included in
Inventory
Capital work in
progress - ZK-IMS
Accounts
Receivable
6,357.0
2,867.0
3,490.0
3,942.2
Prepayments
1,547.0
242.6
1,304.4
148.9
Trade creditors
(4,599.6)
(2,192.9)
(2,406.7)
(1,030.0)
Sundry creditors
(51.6)
(98.0)
46.5
(275.7)
Interest accrued
(127.5)
(127.5)
Holiday pay
Net working
capital
9,124.3
2,535.0
(945.6)
(945.6)
(980.0)
12,028.2
8,802.0
8,661.8
FX rate
Adjustment
NZ$000
Source: HNZ Dec10 balance sheet, HNZ Group - stock and maintenance analysis note, HNZ working cap
forecast march 11
HA
currency A$
Cash amount
Aircraft parts &
fuel
n.a.
n.a.
n.a.
1,290.3
1,290.3
1,257.5
Trade debtors
3,791.0
171.0
3,620.0
1,350.0
Sundry debtors
492.0
136.0
356.0
34.0
Prepayments
Trade creditors
Accounts payable
other
Interest payable to
HNZ
Income in advance
Provision for
holiday pay
GST payable
Tax Provision - HA
Net working
capital
193.0
193.0
217.0
(735.0)
(735.0)
(260.0)
(1,450.0)
(166.8)
(1,283.2)
(459.0)
10
(2,089.0)
(2,089.0)
11
(200.0)
(200.0)
(893.0)
(893.0)
(975.0)
(331.0)
(331.0)
(50.0)
n.a.
n.a.
n.a.
68.3
2,017.1
1,114.5
Source: HA Dec10 Balance sheet, HNZ Group - stock and maintenance analysis note, HAPL working cap
analysis worksheet
LWCH
Cash amount
n.a.
n.a.
n.a.
currency US$
Trade debtors
105.0
105.0
73.3
Prepayments
Trade creditors
Net working
capital
25.0
25.0
25.0
(152.0)
(152.0)
(146.0)
(22.0)
(22.0)
(47.7)
47
0.7587
0.7587
Source: Group cashflow worksheet
HC
Cash amount
n.a.
n.a.
n.a.
currency US$
Trade debtors
219.0
219.0
67.8
8.0
8.0
8.0
(106.0)
(106.0)
(44.3)
121.0
121.0
31.5
Prepayments
Trade creditors
Net working
capital
Source: Group cashflow worksheet
Net completion adjustment
Notes
1.
Adjustment relates to potential consignment arrangement with Agusta for US$1.8m outstanding
2.
Excludes interest receivable from HA (NZ$2,753k) & Trade receivable from Cougar (NZ$114k). No amount from Cougar
included in target
3.
Excludes prepayments to HNL for aircraft as this should not be applicable on completion
4.
Reflects consignment adjustment (refer1.)
5.
Removal of a tax amount that relates to 2010
6.
Removal of UDC and SCF interest accruals as should not be applicable on a debt free transaction
7.
Excludes trade receivable from Cougar (A$171k). No amount from Cougar included in target
8.
Rental bonds to be treated as cash
9.
Exclude GE Finance and Capital Finance interest accrual as should not be applicable on a debt free transaction
10.
11.
Exclude interest payable to HNZ

Contract ended in January 2011 thus not included in target
[Financial information removed]
Section 2.01 Specific Accounting Policies
General
1.1
The Working Capital Statement shall be prepared so as to include no charge,

provision, reserve or write-off in respect of any costs, liabilities or charges to be
incurred after the date to which the Draft Settlement Statement is made up as a
consequence of the change of ownership of the Vendor or any change in
management strategy, direction or priority whether or not resulting from the
change of ownership (it being agreed that the valuation of a business, and its
assets, shall be conducted in the context of the relevant business at the
Settlement Date without taking into account any change in ownership thereof or
the Purchasers intentions with respect to the conduct of any business after the
Settlement Date).
1.2
The net working capital statement for Helicopters Australia will be stated in
Australian dollars and the net working capital statements for each of Lao
Westcoast Helicopter Company and Helicopters Cambodia Pte Ltd will be stated
in US dollars. The difference between the target net working capital and actual
net working capital at Settlement, for each of the entities, shall be converted
into New Zealand dollars in the Working Capital Statement using the exchange
rates as set out in the working capital schedule.
1.3
The Working Capital Statement shall be prepared so as to take no account of the

costs of the Vendor or the Purchaser or otherwise in relation to this Agreement
(including, without limitation, the costs of the preparation, delivery, review and
resolution of the Draft Working Capital Statement.
1.4
There shall be no double counting of assets or liabilities included in the

calculation of Working Capital or Cash.
Inventory (Aircraft parts and fuel)
2.1
In order to derive the valuation of Inventory the following policies shall be

applied:
2.2
Physical Inventory
(a)
Volumes of inventories held at the Settlement Date will be recorded in the

calculation of Net Working Capital based on book stock records at the
Settlement Date as adjusted, where applicable, for any differences
identified between book records of Inventory and actual physical Inventory
observed during the full physical Inventory counts which are to be carried
out as at a time to be mutually agreed by the by the Vendor and the
Purchaser. The physical Inventory counts shall be undertaken in
accordance with the Vendors usual stocktaking procedures;
(b)
The Vendor and/or the Vendors accountants and Buyer and/or Buyers
accountants shall each be entitled to attend and observe the Inventory
48
counts to be undertaken in accordance with this Paragraph as at the

Calculation Time
2.3
For the purposes of the Working Capital Statement, Inventory shall be valued
based on the cost recorded in the Winair or Nimbus inventory systems or, for
goods in transit and outstanding purchase orders in the ordinary course of
business, valued at cost.
2.4
No provision to reduce Inventory to the lower of cost and net realisable value
shall be made in the Working Capital Statement.
2.5
The valuation of parts in the Working Capital Statement at Settlement shall

include parts issued to an aircraft in respect of a major overhaul during the
period commencing on 1 March 2011 and ending on the Settlement Date. A
major overhaul refers to scheduled maintenance programmes in respect of the
following aircraft; WCN, WCQ and HNZ, which are expected to occur between
May and July and if required the scheduled maintenance on HDA. [reference to
valuation of parts removed]
2.6
Suppliers warranty claims will be included within Inventory except to the extent
they have been disputed by Suppliers (where those suppliers are acting in good
faith). A schedule detailing each of the amounts claimed, together with all
correspondence with Agusta Westland will be prepared at Settlement date.
[reference to inventory removed]
2.7
Capital work in progress ZK IMS, refers to the rebuild of a damaged hull,

purchased by HNZ, utilising the Eurocopter-authorised capability in Nelson.
[reference to capital expenditures removed] This is expected to occur between
April and August 2011.
Accounts receivable
3.1
Provision for doubtful debts shall be made for trade debtors as at Settlement
date for amounts which remain unpaid at as follows:
(a)
the provision against PT National Utility will remain at NZ$340,670

[reference to doubtful accounts removed] in the accounts of the Vendor,
consistent with the historical monthly management accounts;
(b)
all amounts outstanding prior to 30 June 2009 in Helicopters Cambodia Pte

Ltd [identity of party removed] will be fully provided for, consistent with
the historical monthly management accounts;
No other provisions for debtors shall be recorded in the Working Capital

Statement.
3.2
Receivables due from HNZ Cougar Helicopters Pty Ltd to the Vendor or
Helicopters Australia [identity of party removed] will be excluded from the
working capital statement.
3.3
Interest payable by Helicopters Australia to the Vendor will be excluded in the

working capital statement from accounts receivable in the Vendor and as a
creditor of Helicopters Australia.
Prepayments
49
4.1
Prepayments shall be amortised on straight-line basis over life of contract. The

unamortised balance at the Settlement Date shall be included in prepayments in
the Settlement Statement.
Creditors
5.1
Save as otherwise provided in this Schedule, trade creditors and accruals shall
be included in the Working Capital Statement to the extent that a liability exists
and is still outstanding at the settlement date for goods and services that have
been ordered, received or supplied prior to the preparation of the Working
Capital Statement and which are payable by the Vendor after this date.
5.2
Payables due to HNZ Cougar Helicopters Pty Ltd from the Vendor or Helicopters
Australia [identity of party removed] will be excluded from the working capital
statement.
5.3
The provision for holiday pay and long service leave (only relevant to Helicopters
Australia) will be based on the output from the payroll system in respect of the
Vendor and consistent with the calculation of the monthly provisions for
Helicopters Australia.
5.4
Any accrued interest payable by the vendor group will be excluded from the
Working Capital Statement.
Cash amount
6.1
The cash amount to be included in the Working Capital Statement will be the
cash-book balance, excluding amounts related to Vendor as referred to in
Appendix 2: Excluded Assets and Glacier Helicopters Limited [identity of party
removed], which for the avoidance of doubt will be calculated as follows:
(a)
cleared cash balances shown on the bank statements at the completion

date; plus
(b)
cheques received and/or cash in transit paid into the bank account on or
before the completion date and cleared post the completion date; plus
(c)
Petty cash / cash-on-hand as at the completion date; less
(d)
Cheques issued on or before the completion date which have not cleared
through the bank account on or before the completion date
For avoidance of doubt, cash amount does not include any cash amount related to
Vendor and Glacier Helicopters Limited [identity of party removed], nor any
amounts that have been paid in relation to Power by the Hour contracts being
cashed out prior to Settlement.
6.2
In addition the following amounts will be classified as cash:

(a)
Security deposits Helicopters Australia has deposits with Capital Finance,

GE and an NAB USD included in investments [specifics of security deposits
removed]
(b)
Rental deposits Helicopters Australia has rental bonds of approximately

A$136k as at 31 December 2010 [specifics of rental deposits removed]
50
Deposit for EC175s the Vendor has NZ$201k (100k) classified as capital WIP
to the extent they are assigned to the Purchaser. [reference to deposits
removed]
7
Tax Provision HAPL
7.1
The tax provision in respect of Helicopters Australia will represent the amount of
tax payable in respect of the year ended 30 June 2011 (or the period 1 July to
settlement date, where settlement date is prior to 30 June) after utilizing any
prior year tax losses and offsetting for any tax instalments made in respect of
the 30 June 2011 tax year.
Excluded items
8.1
For the avoidance of doubt, no amounts shall be included in the calculation of

Net Working Capital in respect of:
(a)
Fixed assets;
(b)
Provision for overhaul of helicopters;
(c)
Deferred tax assets or liabilities;
(d)
Intercompany liabilities;
(e)
Investments in subsidiaries or joint ventures;
(f)
Retention payments [information with respect to working capital removed]
51
52
AGREEMENT FOR SALE AND PURCHASE OF BUSINESS AND ASSETS APPENDIX 1A (FIXED ASSETS)
APPENDIX 1A: FIXED ASSETS

(Clause 1.1)
Helicopters
TYPE
REG
S/N
YEAR
AS350B2
ZK-IBH
2469
1991
AS350B2
ZK-HNR
2486
1991
AS350B2
VH-WDH
2286
1989
AS350B2
ZK-HDB
2518
1991
AS350B2
ZK-HJY
2005
1987
AS350B2
ZK-HNW
3908
2005
AS350B2
ZK-HDO
2463
1991
AS350B2
VH-WDQ
2132
1988
AB350BA
ZK-HUK
2532
1991
AS350BA
ZK-HUQ
1558
1982
AS350BA
ZK-HNX
1828
1985
BELL412
ZK-HDA
33066
1982
BELL412SP
ZK-HNI
33204
1993
AW139
ZK-HNZ
31103
2007
EC130B4
ZK-HNF
4361
2007
[references to aircraft registration removed]

Nelson Buildings
Office, store shed, dangerous goods store, portacom office unit, hangar improvement,
airport building, leasehold improvements
New Plymouth Buildings
Hangar 1 (including Store Shed, spray booth, composite booth and dangerous goods
store)
AGREEMENT FOR SALE AND PURCHASE OF BUSINESS AND ASSETS APPENDIX 1A (FIXED ASSETS)
Hangar 2 (including office block, car park, concrete apron, office extension and security
card access system)
Hangar 3 (including building, phone connection, light connection, shelving, concrete
apron and generator shed)
Motor Vehicles
Motor vehicles in Nelson
Motor vehicles in New Plymouth
Plant and Equipment
Office Equipment
Capital Work in Progress
53
AGREEMENT FOR SALE AND PURCHASE OF BUSINESS AND ASSETS APPENDIX 1B (BUSINESS PREMISES/LEASES)
ARTICLE III.
APPENDIX 1B: BUSINESS PREMISES/LEASES

(Clause 1.1)
The Vendors premises located at the Nelson airport at the address 1 Trent Drive,
Nelson (including any areas subleased);
The Vendors premises located at Hangar 3 at the Nelson Airport with the address at
Dakota Street, Nelson (including any areas subleased);
The four hangars leased by the Vendor at the New Plymouth Airport (including any
areas subleased);
To the extent the Glacier Shares are sold to the Purchaser, the premises leased by or
licensed to Glacier Helicopters Limited (or its affiliated companies) at Franz Joseph and
Fox Glacier;
The properties leased by or licensed to the Vendor Group at Perth Airport (Australia)
including the parking licence, the hangar leas, the apron licence, the building office
lease and the car parking licence;
The lease of the premise at Karratha Airport (Australia); and
The licence over the property at the Gove Airport (Australia)
[reference to business premises/leases removed]
54
AGREEMENT FOR SALE AND PURCHASE OF BUSINESS AND ASSETS - APPENDIX 1C (KEY/IMPORTANT CONTRACTS)
ARTICLE IV.
APPENDIX 1C: KEY CONTRACTS/IMPORTANT CONTRACTS

(Clause 1.1)
Part 1 Key Contracts
Aircraft Services Contract between Shell Todd Oil Services Limited, AWE Taranaki
Limited, OMV New Zealand Limited and HNZ (coming into effect no later than 1 April
2011);
Marine Pilot Transfer Agreement between Pilbara Iron Pty Ltd and Helicopters (Australia)
Pty Ltd dated 2 March 2010;
Part 2 Important Contracts
Helicopter Services Agreement between HNZ and Origin Energy Resources (Kupe)
Limited (undated);
Services Agreement between HNZ and The New Zealand Antarctic Institute, dated 15
October 2006;
Agreement for the Provision of Helicopter Support Services for JPAC between the U.S.
Navy and Helicopters Cambodia Limited, dated 20 December 2010;
Service Level Agreement for Software Support between HNZ and TaylorMade Solutions
Limited Date 17 February 2011;
Helicopter Lease Agreement between HNZ and PT National Utility Helicopters dated 6
September 2010;
Aerial Firefighting Services Contract for the Provision of Aerial Firefighting Services
between Helicopters (Australia) Pty Limited and The National Aerial Firefighting Centre
Limited dated 21 October 2009;
Helicopter Hire and Technology Acquisition for the Surveillance and Gathering of
Intelligence over Emergency Incidents between Helicopters (Australia) Pty Limited and
Fire and Emergency Services of Western Australia dated 13 April 2006;
Service Outline Agreement covering Helicopter Pilots and Related Services Agreement
Nbr 4600007052 between Helicopters (Australia) Pty Limited and Esso Australia Pty
Limited dated 27 August 2008;
The agreement with The National Aerial Firefighting Centre Limited relating to VIH-S-61
Aircraft leased from Canada; and
HNZ AW139 Dry Lease Agreement between HNZ and SFS Aviation Co Ltd dated 9 March
2011;
All power by the hour agreements including all service centre agreements with
Agusta, Bell, Turbomecca, Pratt & Whitney and Eurocopter
55
AGREEMENT FOR SALE AND PURCHASE OF BUSINESS AND ASSETS - APPENDIX 1C (KEY/IMPORTANT CONTRACTS)
Renewed contracts for:

Agreement for the Provision of Helicopters and Personnel between HNZ and ENEA
(Agenzia nazionale per le nuove tecnologie, lenergie e lo sviluppo economic sostenibile)
dated 11 October 2010; and
Charter Agreement between HNZ and Korea Polar Research Institute, dated on or about
15 October 2010. [reference to closing conditions removed]
56
AGREEMENT FOR SALE AND PURCHASE OF BUSINESS AND ASSETS - APPENDIX 1D (DOMAIN NAMES)
ARTICLE V.
APPENDIX 1D: DOMAIN NAMES
helicoptersnz.co.nz
hnzglobal.co.nz
hnzglobal.com
helicoptersnewzealand.co.nz
hnzcougar.co.nz
laowestcoast.com
helicopterscambodia.com
glacierhelicopters.co.nz
heli-flights.co.nz
[specifics of domain names removed]
57
58
AGREEMENT FOR SALE AND PURCHASE OF BUSINESS AND ASSETS - APPENDIX 1E (HNL ASSETS)
ARTICLE VI.
APPENDIX 1E: HNL ASSETS

(Clause 1.1)
Helicopters
TYPE
REG
S/N
YEAR
AS350B2
ZK-HMQ
9045
2002
AS350B2
PK-TVC
2846
1995
AS350B2
ZK-HNK
2349
1990
BELL412EP
ZK-HDY
36099
1994
BELL412EP
PK-URL
36313
2003
AW139
VH-NZE (now HSSFH)
31146
2008
AW139
VH-NZF
31156
2008
[references to aircraft registration removed]
AGREEMENT FOR SALE AND PURCHASE OF BUSINESS AND ASSETS - APPENDIX 1F (EXCLUDED CONTRACTSASSETS)
ARTICLE VII.
APPENDIX 1F: EXCLUDED CONTRACTS

(Clause 1.1)
Lease agreements between the HNL Vendor and the Vendor relating to each of the
aircraft listed in Appendix 1E
All agreements between HNZ and third party creditors relating to the HNZ Debt
All contracts relating to HNZ Cougar Helicopters Pty Ltd. [identity of party removed]
59
AGREEMENT FOR SALE AND PURCHASE OF BUSINESS AND ASSETS - APPENDIX 2 (EXCLUDED ASSETS)
ARTICLE VIII.
APPENDIX 2: EXCLUDED ASSETS

(Clause 1.1)
Cash held by the Vendor on hand or in a bank account of the Vendor at Settlement
All of the shares in HNZ Cougar Helicopters Pty Ltd [identity of party removed]
All shares in dormant HNZ subsidiaries, being Helicopters (N.Z.) Holdings Limited and
Southern Lakes Helicopters (Queenstown) Limited
The balance of the outstanding shareholder loan from the Vendor to HNZ Cougar
Helicopters Pty Ltd. [identity of party removed]
The total amount of trade receivables owing by HNZ Cougar Helicopters Pty Ltd.
[identity of party removed] to the Vendor
60
AGREEMENT FOR SALE AND PURCHASE OF BUSINESS AND ASSETS - APPENDIX 3 (LIST OF EXISTING EMPLOYEESS)
ARTICLE IX.
APPENDIX 3: LIST OF EXISTING EMPLOYEES

(Clauses 1.1 and 12)
Nelson
Surname
First Names
Location
Title
Function
Laird
DenisMervyn
Nelson
GeneralManager
Executive
Management
McDonald
BrianPeter
Nelson
CEO
Executive
Management
McGuinness
PaulJohn
Nelson
CFO
Executive
Management
Mudford
LyalEdward
Nelson
OffshoreManager
Executive
Management
Wilson
JamesHugh
Nelson
GroupChiefPilot
Executive
Management
Williams
KerryJohn
Nelson
SupplyManager
Integrated
Logistics
Bond
Shane
Nelson
Engineer
Engineers
Denton
EleanorJoan
Nelson
FinancialAnalyst
Finance&
Accounting
Dyson
EstherJackson
Nelson
Secretary
Administration
Feasey
JeremyEric
Nelson
GroupQuality
Engineer
Quality&Safety
Henley
DavidThomas
Nelson
GroupSafetyOfficer
Quality&Safety
Marwick
Nicholas
Nelson
GroupEngineering
Manager
Engineers
Sowman
DavidRoger
Nelson
ManagerUtility
Operations
Executive
Management
Tocker
PatriciaAnne
Nelson
TechnicalRecords
Manager
Maintenance
Control
61
Surname
First Names
Location
Title
Function
Todd
MartinJohn
Nelson
AvionicsSenior
Engineer
Engineers
Talbot
HamishLeonard
Nelson
Engineer
Engineers
Adam
LouieBrian
Nelson
TraineeEngineer
Engineers
Annable
Luanne
Genevieve
Nelson
TechnicalLibrarian
Administration
Bascand
NathanRichard
Nelson
Engineer
Engineers
Galpin
JenniferAnn
Nelson
Accounts
Administrator
Finance&
Accounting
Hackett
GarryJohn
Nelson
Maintenance
Controller
Maintenance
Control
Hildreth
BrianWillian
Nelson
Engineer
Engineers
Hobden
IanJohn
Nelson
Engineer
Engineers
Hooper
Brionny
Nelson
HumanFactors
Consultant
Quality&Safety
Johnston
NikkiAnne
Nelson
AssistantAccountant
Finance&
Accounting
Lawson
Bibbi
Nelson
Accounts
Administrator
Finance&
Accounting
McCall
ReneeRima
Nelson
TechnicalAssistant
Maintenance
Control
Mercer
PeterGordon
Nelson
TechnicalRecords
Assistant
Maintenance
Control
Moreton
Hollie
Nelson
SupplyOfficer
Supply
Park
RichardJohn
Nelson
Pilot
Pilots
Parkes
BradleyGeorge
Nelson
Engineer
Engineers
Perry
KentRaymond
Nelson
Loader/Driver
Despatch
Surname
First Names
Location
Title
Function
Ryder
Ryan
Nelson
TraineeEngineer
Engineers
Saunders
GrahamBrian
Nelson
PurchasingOfficer
Supply
VandeVooren
Niek
Nelson
Engineer
Engineers
Wallace
StephenGraeme
Nelson
SupplyOfficer
Supply
Wills
VincentJames
Nelson
PurchasingOfficer
Supply
Aldred
StevenJohn
Nelson
ContractEngineer
Engineers
Armstrong
LeeDavid
Nelson
Pilot(AdHoc)
Pilots
Clarke
Ashley
Nelson
Pilot(AdHoc)
Pilots
Day
JulianCharles
Nelson
Pilot(AdHoc)
Pilots
Lewis
DavidGlynne
Nelson
Engineer(AdHoc)
Engineers
Manion
Carl
Nelson
Pilot(AdHoc)
Pilots
McElhinney
RobertJames
Nelson
Pilot(AdHoc)
Pilots
McGowan
TrevorFrancis
Nelson
ProjectSpecialist
Business
Development
McPhail
RobinBruce
Nelson
Pilot(AdHoc)
Pilots
Phillips
WadeKahuPiripi
Nelson
Tradesperson
Engineers
Robinson
PhilipLesley
Nelson
Pilot(AdHoc)
Pilots
Soderberg
Margaret
Nelson
FinanceContractor
Finance&
Accounting
Spooner
StephenMaxwell
Nelson
Pilot(AdHoc)
Pilots
Nelson Finance Contractors

Surname
Dean
First Names
Andrew
Location
Title
Function
Nelson
ITManager(p/time)
Information
Technology
Surname
First Names
Location
Title
Function
Wilson
Tom
Nelson
FinancialAccountant
Finance&
Accounting
Service
Ngaire
Nelson
FinancialAccountant
Finance&
Accounting
Weir
Christine
Nelson
Accounts
Administrator
Finance&
Accounting
Donlon
Philomena
Nelson
SystemsSpecialist
Information
Technology
New Plymouth
Surname
First Names
Location
Title
Function
Pirihi
RussellGraeme
New
Plymouth
Captain
Pilots
Scott
PaulEdward
New
Plymouth
Despatcher
Despatch
Richardson
Trudy
New
Plymouth
Receptionist
Despatch
Robinson
JoyleneAnne
New
Plymouth
SecuritySupervisor
Despatch
Souness
PeterWatson
New
Plymouth
GeneralHand
Engineers
Wilton
DianaLouise
New
Plymouth
SecurityOfficer
Despatch
Thompson
KarenMichelle
New
Plymouth
SupplyOfficer
Maintenance
Control
Williams
DevlinJames
New
Plymouth
SupplyOfficer
Supply
Anderson
JohnLee
New
Plymouth
Captain
Pilots
Anderson
CraigJohn
Engineer
Engineers
New
Surname
First Names
Location
Title
Function
Plymouth
Bone
StephenGeffrey
New
Plymouth
Captain
Pilots
Carino
Anthony
Cabotaje
New
Plymouth
Captain
Pilots
Carroll
AlenanderPeter
New
Plymouth
Captain
Pilots
Cave
BradRichard
New
Plymouth
Engineer
Engineers
Clarke
Owen
New
Plymouth
Engineer
Engineers
Cook
MarkDavid
New
Plymouth
Captain
Pilots
Cooper
BrianJoseph
New
Plymouth
Engineer
Engineers
Darling
PeterCrawford
New
Plymouth
Captain
Pilots
Devescovi
StevenJohn
New
Plymouth
CoPilot
Pilots
Dore
FraserSteven
New
Plymouth
CoPilot
Pilots
Dravitzki
BrianVincent
New
Plymouth
Engineer
Engineers
Lord
RichardWilliam
New
Plymouth
Captain
Pilots
Phipps
StephenPaul
New
Plymouth
Engineer
Engineers
Smith
Murray
New
Plymouth
GeneralHand
Engineers
Suliman
Michael
Engineer
Engineers
New
Surname
First Names
Location
Title
Function
Plymouth
RobertStephen
New
Plymouth
CoPilot
Pilots
Willetts
JohnMichael
New
Plymouth
Engineer
Engineers
Yeates
KelvinDonald
New
Plymouth
AvionicsTechnician
Engineers
Young
MarkShane
New
Plymouth
Captain
Pilots
Dobson
PeterJoseph
New
Plymouth
Despatcher(Casual)
Despatch
VanLieshout
[employee information removed]

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EXECUTION VERSION

Agreement for Sale

DEFINITIONS AND CONSTRUCTION

SALE AND PURCHASE OF THE BUSINESS AND THE ASSETS

THE PURCHASE PRICE

PURCHASER TO TAKE OVER RECEIVABLES

RECEIVERS LIABILITY LIMITED

GUARANTEE OF PURCHASERS PERFORMANCE

SCHEDULE 1: PARTIES DIRECTORY

SCHEDULE 2: WORKING CAPITAL STATEMENT

APPENDIX 1A: FIXED ASSETS

APPENDIX 1B: BUSINESS PREMISES/LEASES

APPENDIX 1C: KEY CONTRACTS/IMPORTANT CONTRACTS[Heading removed]

APPENDIX 1D: DOMAIN NAMES

APPENDIX 1E: HNL ASSETS

APPENDIX 1F: EXCLUDED CONTRACTS

APPENDIX 2: EXCLUDED ASSETS

APPENDIX 3: LIST OF EXISTING EMPLOYEES

AGREEMENT FOR SALE AND PURCHASE OF BUSINESS AND ASSETS

day of April 2011

The Purchasers Guarantor has agreed to guarantee the Purchasers obligations

THE PARTIES AGREE as follows:

DEFINITIONS AND CONSTRUCTION

AGREEMENT FOR SALE AND PURCHASE OF BUSINESS AND ASSETS

the Settlement Statement is declared final under clause 10.2(e); or

a dispute relating to the Settlement Statement is determined by an

Agreement means this Agreement, including the Background, and the

the Excluded Assets; or

any liability or obligation of the Vendor Group expressly retained

all liabilities to Transferring Employees assumed by the Purchaser under

AGREEMENT FOR SALE AND PURCHASE OF BUSINESS AND ASSETS

for breach of Warranty; and/or

for breach of any term of, or in connection with, this Agreement,

in each case, whether in tort, contract or otherwise.

AGREEMENT FOR SALE AND PURCHASE OF BUSINESS AND ASSETS

any present or future right or interest in personal property that is a

any security in relation to personal property acquired by any member of

given (as buyer) in favour of a seller of the personal property other

any security in relation to personal property that is created or provided for

a transfer of an account receivable or chattel paper registered on the

a lease for a term of more than 1 year registered on the PPSR; or

a commercial consignment registered on the PPSR,

that does not secure payment or performance of an obligation; and

AGREEMENT FOR SALE AND PURCHASE OF BUSINESS AND ASSETS

any right of set-off, netting or combination of account entered into in the

Equipment Leases means the equipment leases, hire purchase agreements,

the Intellectual Property;

all arrangements for the manufacture, distribution or marketing of goods

all customer and supplier lists used in the Business;

the benefit of any overhaul, maintenance, manufacturing or other sales

all other Business Records.

Governmental Agency includes any government, any department or agency of

AGREEMENT FOR SALE AND PURCHASE OF BUSINESS AND ASSETS

Governmental Approvals means all approvals, authorisations, consents,

the HNL Business Records;

the HNL Technical Information; and

the benefit of any overhaul, maintenance, manufacturing or other sales

AGREEMENT FOR SALE AND PURCHASE OF BUSINESS AND ASSETS

HNL Purchase Price means the amount stated in clause 3.1(a).

UDC Finance Limited [identity of party removed];

Capital Finance Australia Limited [identity of party removed];

GE Commercial Corporation (Australia) Pty Limited [identity of party

patents, trade marks, service marks, copyrights, registered designs, trade