ESCROW AGREEMENT. ‘THIS ESCROW AGREEMENT, dated as of April 18,2012 (this “Agreement”, is by and among WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, a national banking association formed under the Federal laws of the United States of America, not in its individual capacity but solely as owner trustee under that certain Trust Agreement [MSN 53041] dated as of December 30, 2010 (“Seller”), INCHATSAVANE COMPANY (PTY) LTD, a company incorporated under the laws of ‘Swaziland (Company No. $81/2010) (“Purchaser”), and McAFEE & TAFT, a professional corporation organized under the laws of the State of Oklahoma (‘M&T"), solely in its capacity as escrow agent pursuant to this Agreement ("Escrow Agent”) and is as follows: WHEREAS, Seller and Purchaser have entered into an Aircraft Sale Agreement dated as of April 18, 2012 (the “Sale Agreement”) for the sale by Seller to Purchaser of one used McDonnell Douglas MD-87 (a/k/a DC-9-87) aircraft bearing the manufacturer's serial number 53041 and Federal Aviation Administration (“FAA”) No. N871SG, with two Pratt & Whitney JI8D-217C turbine engines bearing respective serial numbers of 728022 and 726999, along with all available operating, repair, and maintenance records pertaining to the foregoing (collectively, the “Aireraft”) WHEREAS, the purchase price for the Aircraft is US$9,500,000.00 (the “Purchase Price”) and the Sale Agreement requires that the Purchaser deposit the Purchase Price with the Fscrow Agent prior to the commencement of the ferry flight to the delivery location and the subsequent transfer of title to the Aireraft to the Purchaser (the “Eserowed Funds”). WHEREAS, in connection with the Sale Agreement and the related closing of the transaction regarding the Aircraft, Seller and Purchaser desire that Escrow Agent hold the Escrowed Funds in escrow and disburse the Escrowed Funds pursuant to the Purchaser's and Seller’s obligations under the Sale Agreement and the terms of this Agreement; WHEREAS, Seller and Purchaser intend to instruct the Escrow Agent with respect to the disposition of the Escrowed Funds and delivery and/or filing of the Escrow Documents. NOW, THEREFORE, Seller, Purchaser and Escrow Agent agree as follows: 1. Appointment of Escrow Agent, Each of Seller and Purchaser irrevocably appoints, MALT to serve as escrow agent in respect of the Escrow Documents, and the Escrowed Funds, subject to and in accordance with the terms and conditions of this Agreement and the Sale Agreement. By its execution of this Agreement, Escrow Agent agrees to accept its appointment under this Agreement and to perform its obligations in accordance with this Agreement. 2. Deposit. Purchaser, Seller, and Escrow Agent further agree:@ ) 3 Purchaser will deliver the Purchase Price to Escrow Agent in accordance with the terms of the Sale Agreement, ‘The Purchase Price is non-refundable except as set forth in the Sale Agreement. The wire transfer information for sending the Purchase Price to the Escrow Agent is as follows: ABA# 026009593 Account # 071601562059 McAfee & Taft Escrow Account ‘Attn: Judy Webb - (405) 235-9621 Re: N871SG / MD-87 Escrow Agent shall, upon receipt of the Escrowed Funds, notify Purchaser and Seller of the receipt (such notice shall include the amount and the time of Escrow ‘Agent’s receipt, which notice shall be effected in accordance with Section 7 of this, Agreement), and Escrow Agent shall retain the Escrowed Funds in an account at Bank of America, N.A. located at Leadership Square in Oklahoma City, Oklahoma, and shall have no further investment duties or other obligations regarding the Escrowed Funds except as specifically set forth in this Agreement, ‘The Escrowed Funds will be held in a trust account regulated under Rule 1.15(4) of the Oklahoma Rules of Professional Conduct, 5 O.8.A. Chi, App. 3-A. As such, interest, if any, gained on said Escrowed Funds will be remitted to the Oklahoma Bar Association pursuant to Rule 1.15(d), and none of the parties to this Agreement will receive the benefit of any interest accruing on the Escrowed Funds. Seller and Purchaser agree that Escrow Agent shall not be liable or responsible in any respect for any losses or damages that may result or allegedly result from any act or omission of Bank of America, N.A., inchiding any failure of Bank of America, N.A, to correctly follow any instructions of the Seller, the Purchaser, or the Escrow Agent, or the failure, insolveney, or bankruptcy of Bank of America, N.A., of the appointment of any receiver or similar official for Bank of America, N.A.. Escrow Instructions, Purchaser and Seller agree that instructions to Escrow Agent will be given solely in accordance with this Agreement and the Sale Agreement. Escrow ‘Agent agrees to act in accordance with the instructions given solely in accordance with this Agreement, The parties further agree: @) ) If @ the Escrow Agent has received the Escrow Funds; (ii) the Escrow Agent has received a written confirmation from Seller that the Aircraft has landed at the Delivery Location (as defined in the Sale Agreement); and has received an irrevocable authorization from Seller to date and release the bill of sale and cause the transfer of ttle to the Aircraft from Seller to Purchaser, then the Escrow Agent shall release the Escrowed Funds to the Seller to the account or accounts specified in writing by the Seller to the Escrow Agent, without notice to ‘or consent from the Purchaser. Ifthe conditions specified in items () and (i) of the first sentence of paragraph (a) of 2 Escrow Agreementthis Section 3 have not occurred on or before May 31, 2012, Escrow Agent will not take any action with regard to retuming the Escrowed Funds or Escrow Documents unless expressly authorized in a writing executed by both Purchaser and Seller and conveyed as described in Section 7 of this Agreement. The parties further agree that if any of the Escrowed Funds are to be retumed to the Purchaser in accordance with Section 3 (b) above, the transfer of the Escrowed Funds under this Agreement shall be distributed to the Purchaser in accordance with the wiring instructions set forth on Exhibit A attached hereto, which shall be the same bank account from which the Escrowed Funds were sent by Purchaser to the Escrow Agent. 4, US.A, Patriot Act Compliance. The “Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (U.S.A. Patriot) ‘Act of 2001,” Pub. L. No. 107-56 (the “Patriot Act") requires certain due diligence in connection with transactions involving “financial institutions” as defined therein. The Escrow Agent believes that it is not a “financial institution” as defined in the Patriot Act and that this transaction is otherwise specifically exempt from the requirements of the Patriot ‘Act, and in support of such: (@ Any funds wired to the Escrow Agent must come directly from the Purchaser and from an account held in the name of Purchaser (not a parent, subsidiary, related company, officer, governor or director), all funds must be funds which are an integral part of the transaction, and Escrow Agent may only wire funds at closing to persons or entities that are an integral part of the transaction; and (&) As a precautionary matter, the Escrow Agent also maintains a Customer Identification Program (“CIP”) in accordance with the Patriot Act. In accordance with the CIP, each of Purchaser and Seller hereby acknowledges that the name of such party as noted above is accurate and the address noted herein or in the Sale ‘Agreement is its principal place of business. Further, the parties hereby confirm that neither they nor their affiliates appear on the following lists of known or suspected terrorist organizations: @ Financial Action Task Force on Money Laundering (hitp:/fwww fatf-gafi.org); (i) United States Department of State Intemational Narcotics Control Strategy ‘Report (http:siwmw. state. gov/pfinUs/nrerpt); Gil) United States Department of the Treasury, Office of Foreign Assets Control {http:/twww.treas.govioffices/enforcementiofactindex html); Gv) United States Department of Commerce, Bureau of Industry and Security (http://www. bis.doc.govidplithedeniallist asp); () United States Department of Commerce, Bureau of Industry and Security {http:iiwww.bis.doc.gov/Entities/Default. htm). 5. Escrow Agent Fees. Escrow Agent shall be paid its normal hourly rate and shall be 3 Escrow Agreementreimbursed for all reasonable costs and expenses incurred when acting in such capacity. Purchaser and Seller agree to bear equally the Escrow Agent’s fees for holding the Escrow Funds and Escrow Documents but each of Purchaser and Seller will pay for any reasonable fees and expenses of McAfee & Taft or other counsel in preparation of documents, title searches and recordings and registrations for its interest. 6. Limitation of Escrow Agent's Liability, The parties to this Agreement further agree: (a) Escrow Agent shall not be liable for any action taken or omitted to be taken by it ‘while acting in good faith and in the exercise of its judgment under this Agreement, any instrument executed pursuant to this Agreement, or in connection with either or both, except for its own willful or criminal misconduct, or gross negligence. (b) Escrow Agent shall not be responsible for the effectiveness, enforceability, validity, or due execution of this Agreement, or any instrument executed pursuant to this ‘Agreement, including, without limitation, the escrow instructions of Purchaser and Seller. (©) Escrow Agent shall be entitled to rely upon advice of counsel conceming legal ‘matters and upon any notice, consent, certificate, statement, signature, ot writing which it believes to be genuine and to have been presented by a proper person under this Agreement. Any document or instrument delivered to the Escrow Agent which purports o have been signed or executed by any of the parties and/or other persons shall be conclusive evidence (absent the Bscrow Agent’s willful misconduct or gross negligence) that the person or entity signing on behalf of the parties and/or other person, as applicable, had full and complete authority to sign and deliver the document or instrument on bebalf of such party and/or person, and the Escrow ‘Agent shall be entitled to rely, without investigation, upon the authenticity thereof. @ In the event of any disagreement between the Seller and Purchaser resulting in divergent or adverse claims or demands being made in connection with the subject matter of this Agreement, or in the event the Escrow Agent, in good faith, is in doubt as to What action should be taken under this Agreement, the Escrow Agent may, at its option, refuse to comply with any claims or demands on it, or refuse to take any other action under this Agreement so long as such disagreement continues or such doubt exists, and in any such event, the Escrow Agent shall not be or become liable in any way or to any person for its good faith failure or refusal to act; and the Escrow Agent shall be entitled to continue to so refrain from acting until () the rights of the parties shall have been fully and finally adjudicated by a court of competent jurisdiction or, with respect to disputes as to the Warranty Fund, by an Expert as provided in the Sale Agreement, or (ii) all differences shall have been adjusted and all doubt resolved to the satisfaction of the Escrow Agent by agreement among the Seller and Purchaser and the Escrow Agent shall be notified thereof in ‘writing signed by the Seller and Purchaser. 4 Escrow Agreement© ® 1 In the event of any such dispute or controversy, the Escrow Agent may, in its sole discretion, institute an interpleader action, a declaratory judgment, or other appropriate legal action in any court of competent jurisdiction to determine the rights of the parties involved in such dispute or controversy. Should action be instituted, or should the Escrow Agent become involved in legal proceedings in any manner whatsoever on account of this Agreement, the Escrow Documents, the Escrow Funds, the parties hereby bind and obligate themselves, their heirs, personal representatives, successors, and assigns to pay Escrow Agent the reasonable attorneys’ fees incurred by Escrow Agent to retain legal counsel, as well as any other disbursements, expenses, losses, costs or damages in connection with or resulting from such litigation, except such as may have been caused by the gross negligence or willful or criminal misconduct of the Escrow Agent. ‘As between themselves and the Escrow Agent, the parties agree to indemnify and hold the Escrow Agent harmless from all losses, costs, damages, expenses, and reasonable attorneys’ fees suffered or incurred by Escrow Agent arising from acts ot ‘omissions of the Escrow Agent in the good faith performance of or pursuant to or in connection with this Agreement, except such acts or omissions as may be the result of the Escrow Agent's gross negligence or willful or criminal misconduct. Seller and Purchaser agree to split such cost on a 50-50 basis. ‘The parties agree that any and all of the rights, protections, indemnifications and limitations of liability extended to the Escrow Agent under this Section 6 extend to the officers, shareholders, employees, and agents of the Escrow Agent. The rights of the Escrow Agent, its officers, shareholders, employees, and agents under this Section 6 are cumulative of all other rights which it may have by law or otherwise. Notices. Any and all notices under this Agreement shall be in writing and sent, as simultaneously as is reasonably possible, by fax or by an electronically scanned document via electronic mail message, to all of the parties at the addresses set forth below and in the Sale Agreement: To Seller: ‘Wells Fargo Bank Northwest, National Association 260 N. Charles Lindbergh Dr. MAC: U1240-026 Salt Lake City, UT 84116 Attention: Jon Croasmun E-mail: jon.croasmun@wellsfargo.com Facsimile: 801 246-7142 5 Escrow Agreement@ (b) © (@) © To Purchaser: Inchatsavane Company (PTY) LTD Clo P.O. BOX 1 Kwaluseni M201 Kingdom of Swaziland Attention: Sible F. Dlamini Email: forwardsihle@yahoo.co.uk Fax: 00268 25101468 To Escrow Agent: McAfee & Taft, a Professional Corporation ‘Two Leadership Square, Tenth Floor 211 North Robinson Oklahoma City, OK 73102-7103 ‘Attention: Erin M. Van Laanan Phone: (405) 235-9621 Fax: (405) 235-0439 Direct Dial: (405) 552-2208 Email: crin.vanlaanen@meafeetaft.com Miscellaneous. The parties to this Agreement further agree: ‘This Agreement shall not create any right in any person or entity other than the parties to this Agreement and their respective successors and permitted assigns, and no third party shall have the right to enforce or benefit fiom the terms of this Agreement. ‘This Agreement shall be construed, interpreted and applied in accordance with, and shall be governed by, the laws of the State of New York, without regard to the conflict of laws principles other than Section 5-1401 of the New York General Obligations Law. ‘This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same Agreement. ‘This Agreement shall automatically terminate upon disbursement by Escrow ‘Agent of all moneys and documents held by it under this Agreement. ‘This Agreement (as amended from time to time pursuant to this terms of this Agreement) constitutes the entire agreement of the parties relating to the subject ‘matter of this Agreement. 6 Escrow Agreement(To the extent permitted by law, the terms of this Agreement shall not be waived altered, modified, supplemented or amended in any manner whatsoever except by written instrument signed by all of the parties to this Agreement, and then such waiver, consent, modification, or change shall be effective only in the specific instance and for the specific purpose given. IN WITNESS WHEREOF, the parties hereto have executed this as of the date set forth above. Escrow Agreement SELLER: WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, not in its individual capacity but solely as owner trustee ‘Name: David Wall Tile: Assistant Vice President PURCHASER: INCHATSAVANE COMPANY (PTY) LTD. By Name: MSWATI IIT Title: Sole Shareholder / Owner ESCROW AGENT: MCAFEE & TAFT, a Professional Corporation By: __ Name! 7 Escrow Agreement() To the extent permitted by law, the terms of this Agreement shall not be waived altered, modified, supplemented or amended in any manner whatsoever except by ‘writien instrument signed by all of the parties to this Agreement, and then such waiver. consent, modification, or change shall be effective only in the specific instance and for the specific purpose given. IN WITNESS WHEREOF, the parties hereto have executed this Escrow Agreement as of the date set forth above. SELLER: WELLS FARGO BANK NORTHWEST. NATIONAL ASSOCIATION, not in its individual capacity but solely as owner trustee INCHATSAVANE/COMPANY (PTY) LTD. ESCROW AGENT: MCAFEE & TAFT. a Professional Corporation Title: 7 Escrow Agreement(OT the extent permitted by law, the terms of this Agreement shall not be waived altered, modified, supplemented or amended in any manner whatsoever except by written instrument signed by all of the parties to this Agreement, and then such waiver, consent, modification, or change shall be effective only in the specific instance and for the specific purpose given. IN WITNESS WHEREOE, the parties hereto have executed this Escrow Agreement as of the date set forth above. SELLER: WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, not in its individual capacity but solely as owner trustee By: PURCHASER: INCHATSAVANE COMPANY (PTY) LTD. By; Name: MSWATI I ‘Title: Sole Shareholder / Owner ESCROW AGENT: MCAFEE & TAET, a Professional Corporation 7 Escrow Agreement