Dated 20 December 2006 RAYTHEON AIRCRAFT SERVICES LIMITED and

Exhibit 10.4

EXECUTION COPY

Dated 20 December 2006

RAYTHEON AIRCRAFT SERVICES LIMITED

and

GREENBULB LIMITED

ASSET AND

BUSINESS TRANSFER AGREEMENT

KIRKLAND & ELLIS INTERNATIONAL LLP

30 St Mary Axe

London EC3A 8AF

www.kirkland.com

Table of Contents

THIS AGREEMENT is made on 20 December 2006

BETWEEN:

RECITALS

NOW IT IS AGREED as follows:

In this Agreement:

“Agreement” means this Agreement, including the Recitals and Schedules;

“Asset Purchase Price” has the meaning given to it in clause 3;

“Assets” means right, title and interest of the Seller in all of its assets other than (i) the assets held by the Raytheon Corporate Jets Pension Scheme and (ii) Cash;

“Business” means the assets, liabilities and operations of the Seller, including the assets, liabilities and operations primarily related to the RAC brands currently and previously in production or development as of the Closing Date; provided that in no event does the Business include the assets, liabilities and operations of Raytheon Aircraft Credit Corporation and its subsidiaries, Raytheon Travel Air Company or Flight Options, LLC;

“Business Day” means a day (other than a Saturday or Sunday) when banks are open for business in the City of London, England and New York, USA;

“Cash” has the meaning given to it in the SPA.

“Charges” has the meaning given to it in clause 5.3;

“Competent Authority” means; (i) any person (whether autonomous or not) having legal and/or regulatory authority and/or enforcement powers; (ii) any court of law or tribunal in any jurisdiction; and/or (iii) any taxation authority;

“Completion” means completion of both the sale and purchase of the Business and the Assets pursuant to this Agreement and the closing as defined in the SPA, such events to occur simultaneously;

“Completion Date” means the Closing Date as such term is defined in the SPA;

“Employees” means the persons employed by the Seller in the Business at the Completion Date and whose names and details of employment are set out in Schedule 1, together with any individual whose contract of employment or contract for services shall have effect (or would have had such effect but for the termination of employment or engagement of such individual) as if originally made between the Buyer and the individual concerned as a result of the provisions of the Employment Regulations and/or any judicial decision interpreting the same;

“Employment Liabilities” means all and any Liabilities and expenses (including legal expenses) relating to or arising out of the employment of the Employees or the termination of their employment including, without prejudice to the foregoing generality, negligence claims by any of the Employees or any third party, breach of the Employment Regulations, unfair dismissal, redundancy, unlawful discrimination, breach of contract, unlawful deduction of wages and equal pay but excluding any liability for or in respect of tax or National Insurance contributions;

“Employee Liability Information” has the meaning given to it in Regulation 11 of the Employment Regulations;

“Employment Regulations” means the Transfer of Undertakings (Protection of Employment) Regulations 2006;

“Encumbrance” means a mortgage, security, charge, pledge, lien or other document of a similar type or effect;

“Excluded Liabilities” means all liabilities and obligations of the Seller, whether known or unknown, asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated and whether due or to become due, whether arising before, on or after the Completion Date under the Raytheon Corporate Jets Pension Scheme (including but without limitation in respect of any financial support direction or contribution notice or other debt or claim arising under or relating to Section 75 and 75A of the Pension Act 2004 and excluding, for the avoidance of doubt, any liability in respect of the Buyer’s obligation to provide replacement benefits following the transfer contemplated by Clause 5.1) (the “Pension Plan Liabilities”) and any liability for or in respect of taxes and National Insurance contributions or similar charges or levies.

“Liabilities” means all liabilities and obligations of the Seller, whether known or unknown, asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated and whether due or to become due other than the Excluded Liabilities.

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“Parties” means the Buyer and the Seller (and “Party” shall be construed accordingly);

“Pension Plan” means the Raytheon Corporate Jets Pension Scheme;

“Proceedings” means any proceeding, suit or action (including arbitration) arising out of or in connection with this Agreement;

“SPA” means that certain Stock Purchase Agreement dated as of the date hereof among the Buyer, the Seller, Raytheon Company and certain other parties;

“VAT” means value added tax; and

“VATA” means the Value Added Tax Act 1994.

3

The consideration for the sale of the Business and the Assets shall be the amount allocated to the sale by Seller under Section 2.2 of the SPA (the “Asset Purchase Price”), which shall be payable in accordance with the SPA, and the assumption of the Liabilities.

The Seller and the Buyer acknowledge and agree it is their intention that by virtue of the transactions anticipated in this Agreement and the SPA, pursuant to the Employment Regulations, the contracts of employment between the Seller and the Employees will have effect after the Completion Date as if originally made between the Buyer and the Employees but the parties agree that the provisions of this clause 5 shall apply irrespective of whether or not the Employment Regulations do apply as anticipated in this clause 5.1.

4

Before the Completion Date, the Seller and the Buyer shall jointly communicate to each Employee a notice (in a form approved by the Seller and the Purchaser) to the effect that their contract of employment will have effect after the Completion Date as specified in clause 5.1.

Except for the Pension Plan Liabilities (which liabilities are being retained by the Seller in full), all liabilities, costs, expenses and outgoings in relation to each Employee (including, but not limited to salaries, wages, bonus (even if not due and payable at that time), (together referred to in this clause as “Charges”) but excluding National Insurance Contributions, PAYE remittances and payments in respect of any other emoluments) shall be borne and discharged by the Buyer, subject to any provisions of the SPA.

Subject to the provisions of the SPA, the Buyer hereby undertakes to indemnify and keep indemnified the Seller on demand from and against any Employment Liabilities, or any liabilities arising under the Employment Regulations, suffered or incurred by the Seller in relation to the Employees which relate to or arise out of such Employees’ employment in the Business or the termination thereof or any other event or occurrence, in each case whether on or after or prior to the Transfer Date, save that the Buyer shall have no liability hereunder with respect to the Pension Plan Liabilities.

The Seller hereby undertakes to indemnify and keep indemnified the Buyer on demand from and against the Pension Plan Liabilities.

The Seller agrees to cooperate with the Buyer to effectuate transfer of the Employees and use its commercially reasonable efforts to comply with Regulation 11 of the Employment Regulations.

On or prior to the Closing Date, the Seller shall pay $2 million to the Buyer, to be held in trust by the Buyer and then paid on or as soon as practicable following the Closing Date to a registered pension scheme (as defined for the purposes of Part 4 of the Finance Act 2004). This sum shall be applied (following its allocation between Employees in the proportions reasonably directed by the Seller (in consultation with the Buyer) on or prior to the Closing Date) for the purpose of providing additional benefits to Employees who choose to join the registered pension scheme. These benefits shall be additional to any benefits which the Buyer is obliged to provide by virtue of the Employment Regulations, section 257 and 258 of the Pensions Act 2004, or otherwise.

5

No right, power or remedy provided by law or under this Agreement shall be waived, impaired or precluded by:

Any waiver of any right, power or remedy under this Agreement must be in writing and may be given subject to any conditions thought fit by the grantor. No waiver will take effect if the person seeking the waiver has failed to disclose to the grantor every material fact or circumstance which (so far as the person seeking the waiver is aware) has a bearing on its subject matter. Unless otherwise expressly stated, any waiver shall be effective only in the instance and only for the purpose for which it is given.

No variation to this Agreement shall be of any effect unless it is agreed in writing and signed by or on behalf of each Party.

Each of the provisions of this Agreement is severable. If any such provision is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction:

No party may assign, or grant any Encumbrance or security interest over, any of its rights under this Agreement or any document referred to in it without the prior written consent of the other party, or in accordance with the SPA.

6

Except as otherwise stated in this Agreement or the SPA, each Party shall bear its own costs and expenses in relation to the negotiation, preparation, execution and carrying into effect of this Agreement and all other agreements forming part of the transactions contemplated by this Agreement.

In this clause, references to this Agreement include all other written agreements and arrangements between the Parties which are expressed to be supplemental to this Agreement or which this Agreement expressly preserves or requires to be executed.

This Agreement, the SPA and the Ancillary Agreements (as such term is defined in the SPA), constitute the whole and only agreement and understanding between the Parties in relation to its subject matter.

Nothing in this Agreement shall be read or construed as excluding any liability or remedy in respect of fraud.

Except as provided in Section 9.3 above, the Buyer and the Seller agree that their sole remedy for breaches of this Agreement shall be as provided in Article VIII of the SPA.

Any communication to be given in connection with the matters contemplated by this Agreement shall except where expressly provided otherwise be in writing and shall either be delivered by hand or sent by first class pre-paid post or facsimile transmission. Delivery by courier shall be regarded as delivery by hand.

Such communication shall be sent to the address of the relevant Party referred to in this Agreement or the facsimile number set out below or to such other address or facsimile number as may previously have been communicated to the sending Party in accordance with this clause. Each communication shall be marked for the attention of the relevant person.

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IN WITNESS WHEREOF:

IN WITNESS WHEREOF:

SCHEDULE 1 - THE EMPLOYEES