EFTA00151853

OMB Control Number 2120.0729 ExpiresOS/30M Paperwork Reduction Act Statement: The information COlleCted on this form 6 necessary to mantain aircraft registration. We estimate that it will lake approximately 30 minutes to complete the form. Pease note that an agency may not conduct or sponsor. and a person is not required to respond to. a collection of information unless it displays a valid CMS control number. Form Approved, OMB No. 2120-0729 'Comments concerning the accuracy of this burden and suggestions for reducing the burden should be directed to the FAA at: 800 independence Avenue SW, Washington, DC 20591. ATTN: Information Collection Clearance Officer. AES-200.- FAILURE TO RENEW REGISTRATION WILL DEPARTMENT OF TRANSPORTATION - FEDERAL AVIATION ADMINISTRATION RESULT IN CANCELLATION OF REGISTRATION AIRCRAFT REGISTRATION RENEWAL APPLICATION AND REGISTRATION NUMBER ASSIGNMENT /See 10 C.F.R. 59 47.15(1), 47.40 and 47.41) AIRCRAFT REGISTRATION NUMBER SERIAL NUMBER N 331,1E 49078 MANUFACTURER MODEL BELL 430 DATE OF ISSUANCE DATE OF EXPIRATION TYPE OF REGISTRATION 09/06/2013 09/30/2019 CORPORATION ENTER REGISTERED OWNER(S) & ADDRESS FROM FAA FILE HELPFUL INFORMATION (Owner 1) HYPERION AIR LLC Review Aircraft Registration File Information for this aircraft at: http://registry.faa.00v/aircraftinouirv. (Owner 2) :Mt Enter any additional owner names on page two. Assistance may be obtained at our web page: htt0://regiStrv.faa.00v/renewregistration. (Address) by e-mail at: faa.aintregi,1O.1" (Address) by telephone at. City ST THOMAS State VI rip 00802.1348 When mailing fees, please use a check or money order made Country VIRGIN ISLANDS USA payable to the Federal Aviation Administration. Physical Address: Required when mailing address is a P.O. Box or mail drop. Signature and Title Requirements for Common Registration Types: (Address) Individual owner must sign. title would be 'miner'. - Partnership general partner signs showing 'general partner" as (Address) title. City State Zip - Corporation corporate officer or manager signs, showing full title. Country - Limited Liability Co authorized member, manager, a officer identified in the LLC organization document signs, showing full title. -C each co-owner must sign; showing -coovmer as title TO RENEW REGISTRATION: REVIEW aircraft registration information. gt: wnrn et t authorized person must sign and show their full title. SELECT the appropriate statement. ENTER any change in address in the spaces below, SIGN DATE. & SEND form with the $5 renewal fee to the: Note: All signatures must be In Ink, or other permanent media. FAA Aircraft Registry. PO Box 25504, Oklahoma City OK 73125-0504, or To correct entries: Draw a single line through error. Make correct entry in by courier to: 6425 S Denning Rm 118. Oklahoma City OK 73169-6937 remaining space. or complete the form on-line. An application form will be rejected if any entry is covered by correction tape or similarly obscured. i I (WE) CERTIFY. THE NAMES) AND ADDRESSES FROM THE FAA FILES FOR THE OWNER(S) OF THIS AIRCRAFT ARE CORRECT. OWNERSHIP TO CANCEL THE REGISTRATION FOR THIS AIRCRAFT: MEETS CITIZENSHIP REQUIREMENTS OF 14 CFR §47.3, AIRCRAFT IS CHFCK All applicable block(s) below, cOMPI FTF, alca. OM & MI. NOT REGISTERED UNDER THE LAWS OF ANY FOREIGN COUNTRY. this form with any fees to the: FAA Aircraft Registry. PO Box 25504, Oklahoma City. OK, 73125-0504, or by courier to. UPDATE THE WILING I PHYSICAL ADDRESS AS SHOWN BELOW. 6425 S Denning Rm. 118. Oklahoma City OK 73169-6937 I (WE) CERTIFY THE: NAME(S) SHOWN ABOVE FOR THE OWNER(S) OF THIS AIRCRAFT IS CORRECT, OWNERSHIP MEETS THE CITIZENSHIP REQUIREMENTS OF 14 CFR §47.3, AIRCRAFT IS NOT REGISTERED ❑ CANCELLATION OF REGISTRATION IS REQUESTED. THE AIRCRAFT WAS SOLD TO: UNDER THE LAWS OF ANY FOREIGN COUNTRY. ❑ (Show purchaser's name and address.) NEW MAILING ADDRESS ❑ THE AIRCRAFT IS DESTROYED OR SCRAPPED. NEW PHYSICAL ADDRESS: complete if physical address hes changed. or the new mailing address is a PO Box or Mail Drop. ❑ THE AIRCRAFT WAS EXPORTED TO: ❑ OTHER. Specify PLEASE RESERVE N-NUMBER IN THE OWNER'S NAME AND ADDRESS. The $10 reservation fee is enclosed. SIGNATURE OF OWNER 1 (required field) PRINTED NAME OF SIGNER (requi•od lied) TITLE (required field) DATE Bectroncaily Certified by Registered Owners 4/13/2016 SIGNATURE OF OWNER 2 PRINTED NAME OF SIGNER TITLE DATE Use page 2 for additional signatures. Fcc paid: $5 (201604131624324776MB) AC Form 8050- I B (04 121 EFTA00151853 EFTA00151854 OMB Comm) Number 2120.0729 Experts0430M Note: Twelve (12) owner names may be entered on this page. If you require more, enter the first 12 names and then print this page by pressing the 'Print Page Z button below. Next click the Reset' button to clear the data fields (from page 2 only) to add more names. Repeat action as needed. NAME OF OWNER DATE SIGNATURE PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE I PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE I PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE I PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE I PRINTED NAME OF SIGNER TITLE AC Form 8050- I B (04;12) REF N•NUM: 331JE EFTA00151855 EFTA00151856 0 S Deparfofent Flight Standards Service of lOanspoo:fi.icm Aircraft Registration Branch, Oklahoma City. Oklahoma 73125-0604 AFS-760 Federal Aviation WEB Address: hltp:llregistry.taa.gov Administration Date of Issue: September 9, 2013 HYPERION AIR LLC ST THOMAS, VI VI 00802-1348 Fax ATTENTION: HYPERION AIR LLC, MANAGER TI36229 This facsimile must be carried in the Aircraft as a Temporary Certificate of Registration for N331JE BELL 430 Serial 49078 and is valid until Oct 09, 2013. This is not an airworthiness certificate. For airworthiness information, contact the nearest Federal Aviation Administration Flight Standards District Office. for Manager, FAA Aircraft Registry, AFS-750 Federal Aviation Administration AFS-750-FAX-4 (03/10) EFTA00151857 EFTA00151858 photo-I.JPG (JPEG Image, 2592 x 1936 pixels) - Scaled (44%) a (s) O • • DECLARATION of. INTERNATIONAL OPERATIONS The undenigrud ownekOiaiietilk N 3314 Monufnetueer _Ltrajk-- •(1 • Ø).00 •• gbo SSW Amber 49&,5 11.4SiDli • .. I n deelan thai oiSerafiis kchedokd Co Make :in in!ornaiional flIglar On pilf12I713 • tnigly14.4.,Pdv...331 depadriss_L_, 221..imikw Si- ibiirtri . S VI • •" 'kith a dastinition of • St hosisalems 1Sr BirifiFiirc . :tee.; _j • : 15" . • 4" I • • ((Art!~ . • . • • • • • • r, '• • rut topped reat bower. twoPoor knirie Shia ...it , antsrt. naverireo.r~ .„ Comennerinclene.n.‘ennlYereer Canarne`nardy Fa ;tumuli:teal 'te, c . . . . fro~ regioratkm supportGI- Ohs inieminiorial high; isnmicted dab : ;daY Seprembor , • 20 Caviih knowledge . . *lion% in any mutt within the jorisdicrion of the «oculist branch orlhO . , • rGaatenyneni of.the United Salsa, kruOvinglrand willflitly mikes or LISeiL1r, . • • Pak pairing or document knowing the same to {whim any matitintlytalitt'.. Aceitious'oe frendulenr Stidernciti nf rejsreayptali9n shall.tti fined Ikeda :line • unifeettrates Code or imprisoned not more thon•S yen.. or be rth. . .• • • :1'00100. ' , • • . rsincirciwnef . • Lit 11.41161 In file:///C:/DOCUME— I/user/LOCALS— I /Temp/photo- I .J PG • • • ..• . . . . „ .. rricd *Est and liti4t.sivir ~or Phone: alien SIOS • • Ns. . . . , • Ars.7so Dto.i •• • EFTA00151859 EFTA00151860 FILED WITH FAA AIRCRAFT REGISTRATION BR 2013 SEP 9 AM 9 45 OKLAHOMA CITY OKLAHOMA FORM APPROVED OMB No. 2120-0042 UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION e FEDERAL AVIATION ADMINISTRATOR-MIKE MONRONEY AERONAUTICAL CENTER a "C AIRCRAFT REGISTRATION APPLICATION CERT: ISSUE DATE a STATES REGISTRATION NUMBER Pli a31,, .T s_ C c AIRSS MANUF I AcTUREF:4,,AT, 7 a U e-... t X AIRCRAFT SERIAL No. , 4 9 01 a a .c. FOR FAA USE ONLY S TYPE OF REGO TION Chec One 1 . in 3. ern . 1 1.....1.13 ZI• ) - 1/ Co in C rtn Pa -4.• 41 ke v ib ir. 0 0 1. Individual MI 2. Partnership LJ 4. Co-Owrfer 5. Goverdment 0 8. Non -Citizen Corporation • 9. Non -Citizen Corporation Co-Owner NAME OR APPUCANT (Person(s) shown on evidence of ownership. If individual, give last name, first name, and middle initial.) • /4 \ C., ( 1 -C- ‘L-\ %-( FE Rt 0 t•A t1 TELEPHONE NUMBER: ( ) ADDRESS (Permane ' must also be shown.) Number and street: Rural Route: P.O. Box: CITY STATE ZIP CODE %C 5F •Th 0 Yn c t S U S \I i 0 CD 48 0 ..- ID CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION!' Read following the statement before signing this application. This portion MUST be completed. A false or dishonest answer to any question in this application may be grounds for punishment by fine and/or imprisonment (U.S. Code. Title 18, Sec. 1001). illI/VVE CERTIFY: CERTIFICATION (1) That the above aircraft is owned by the undersigned applicant, who is a citizen (including corporations) of the United States. (For voting trust, give name of trustee: ) or: CHECK ONE AS APPROPRIATF- a. 0 A resident alien, with alien registration (Form 1-151 or Form 1-551) No. b. 0 A non-citizen corporation organized and doing business under the laws of (state) and said aircraft is based and primarily used in the United States. Records or flight hours are available for inspection at (2) That the aircraft is not registered under the laws of any foreign country: and (3) That legal evidence of ownership is attached or has been filed with the Federal Aviation Administration. NOTE: If executed for co -ownership all applicants must sign. Use reverse side if necessary. - •• rvil.-3.tv%11 TYPE OR PRINT NAM BE SIG &thick .. ..I • - SIGNATURE ,..' ., . -ITRIEne DATE EACH PART OF THIS e 4 -A 2--13 APPLICATION MUST SIGNATUR TITLE DATE Li, ' • ,..• • -* usiakNikv r a IDC-C. " . --. • . . BE SIGNED IN INK. SIGNATURE or En NuIHTEret v DATE : 1. :I - NOTE Pending receipt of the CertificatId clays, during which _•_riX " rcr ni,k; 2,t; R is ratien, the aircraft may be operated for a period not In excess of 90 time the ElIN/cCOOTORthiV14.0011I0Ft must be carried In the aircraft. AC Form 8050-1 (5/12) (N*N cia,52,00,Eqs-qooD ; • • ^ EFTA00151861 EFTA00151862 2013 AUG 13 AM 7 39 OKLAHOMA CITY OKLAHOMA FILED WITH FAA AIRCRAFT REGISTRA TION BR .2011. AUG 13 Ark. -29 . OKLAHOMA CITY OKLAHOMA • 00 UNITED STATES OF AMERICA U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE 0 0 FOR AND IN CONSIDERATION OF S I&OVC THE UNDERSIGNED OWNER(S) OF THE 0 FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES CD REGISTRATION NUMBER i N331 tit 0 clinnti i&LAM1MMIrer / Igh&C-1 Boil 430 0 AIRCRAFT SERIAL NUMBER 0 a 49078 DOES THIS 12-4.% DAY OF AUGUST, 2013, ID HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND O INTERESTS IN AND TO SUCH AIRCRAFT UNTO: NAME AND ADDRESS 0 (IF INDIVIDUAL(S), GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL) -w' ".4 HYPERION AIR, LLC PURCHASER St. Thomas, USVI 00802 DEALER CERTIFICATE NUMBER AND TO ITS SUCCESSORS -MILEPASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID A I RC RA F'1 PORI. VER AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF WE HAVE SET OUR HAND AND SEAL THIS 124n DAY OF AUGUST, 2013. NAME(S) OF SELLER SIGNATURE(S) TITLE (TYPED OR PRINTED) (IN INK) (IF EXECUTED FOR CO- (TYPED OR PRINTED) OWNERSHIP, ALL MUST SIGN.) HYPERION AIR, INC. Vice President SELLER .. . ACKNOWLEDGMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER, MAY BE REQUIRED BY LOCAL LAWARORiVALIDITY-0/..THE INSTRUMENT.) O I: ..7,n 4.'" v . 132250804082 ORIGINAL: TO FAA 55.00 08/13t2013 AC FORM 8050-2 (9/92) (NSN 0052-00-629-0003) SUPERSEDES PREVIOUS EDITION EFTA00151863 EFTA00151864 FILED WITH FA A AIRCRAFT RECISTRATIOH BR 2013 RUG 13 firl 7 39 OKLAHOMA CITY . OKLAHOMA 0 U.B. Department Flight Standards Service Aircraft Registration Branch, Oklahoma City, Oklahoma 73125-0504 of Transportation AFS-750 Federal Aviation WEB Address: http://regislrylaa.gov Administration Date of Issue: June 28, 2012 HYPERION AIR INC WILMINGTON DE 19803-3742 T lrrririri HAND DELIVERED TO IATS IN THE PD ROOM TI24248 This facsimile must be carried in the Aircraft as a Temporary Certificate of Registration for N331JE BELL 430 Serial 49078 and is valid until Jul 28, 2012. This is not an airworthiness certificate. For airworthiness information, contact the nearest Federal Aviation Administration Flight Standards District Office. for Manager, FAA Aircraft Registry, AFS-750 Federal Aviation Administration AFS-750-FAX-4 (03/10) EFTA00151865 EFTA00151866 DECLARATION of INTERNATIONAL OPERATIONS The undersigned owner of aircraft N 331JE Manufacturer Bell Model 430 Serial Number 49078 declares that this aircraft is scheduled to make an international flights on July 3rd, 2012 , (date) as flight Number Private departing West Palm Beach, Florida KPBI (City/Siate) with a destination of St Thomas, U.S.V.I. TIST/STT (City/Country) •[If required route between two points in the United States involves international navigation, explain under Comments below, c.g. "partly over Canada" or "partly in international airspace".l Expedited registration in support of this international flight is requested this 2nd day of July 20 12 with knowledge that: Whoever, in any matter within the jurisdiction of the executive branch of the Government of the United States, knowingly and willfully makes or uses any false writing or document knowing the same to contain any materially false, fictitious or fraudulent statement of representation shall be fined under Title 18 United States Code or imprisoned not more than 5 years, or both. 18 U.S.C. §1001(a). C • Air inc. Name of Owner recitY tp; Avithion Signature ,re (SOS/ Typed Name and Title of Signer Director of Aviation Phone: Fax: Comments: This is a ferry flight from West Palm Beach Florida, with stops in Nassau Bahamas, Great Exuma, Bahamas, Grand Turk, Dominican Republic, Puerto Plata, and Punta Cana,. and final destination of St Thomas, USVI,. TIcasc 9n. PM) to liorTS Registration ti Return Certificate of Return 1.A.T.S. Certificate of LA T. S. Registration to AFS-750-D1O-1 (02/12) EFTA00151867 EFTA00151868 FILED WITH F AIRCRAFT RE A A GISTRATION B R 2012 JUN 28 R19 8 29 OKLAHOMA C ITY OKLAHOMA 8 • 0 • z 4? ASSIGNMENT OF SPECIAL REGISTRATION NUMBERS Special Registration Number N331.1E 0 a U.S. Department Aircraft Make and Model Present Registration Number al Transportation BELL 430 N901FtL C es Federal Aviation Serial Number Issue Date: es Administration 49078 tti Jun 04, 2012 0 ICAO AIRCRAFT ADDRESS CODE FOR 43311E - 50715123 This is your authority to change the United States registration number on the above described HYPERION AIR IN aircraft to the scocial regisbation rumba shown. WILMINGTON DE 19803-3742 ittillititilitItil Ilrrrllrlr,ILlrrlerlillilrrlilr iil il,l Carry duplicate of this form in the aircraft together with the old registration Certificate as intaim authority to operate the aircraft pending receipt of revised certificate of registration. Obtain a revised certificate of airworthiness from your near- at Flight Standards District Office. The latest FAA Form 81364, Application For Airworthiness on file Is dated: Apt 26, 2001 The Unworthiness classification and category: STD TRANSP INSTRUCTIONS: SIGN AND RETURN THE ORIGINAL of this form to the Civil Aviation Registry, AFS-750, within 5 days after the special registration number is placed on the adman. A revised certificate will then be issued. The authority to use the special number expires: ftm 04, 2013 CERTIFICATION: I artily that the special registration number was placed RETURN FORM TO: on the aircraft described above. Civil Aviation Registry, AFS-750 Simulate of Owner - Oklahoma City, Oklahoma 73125-0504 Title ofOwner Dketiag 0 4) Vfiet &oa Date Placed on Aircraft 06 4 5- ,90 /,2 AC FORM IOWA (9201$) Srepeerectes Prerkan Rake ReglSktattOrl to Cotilcate of [return • c-,` a,, ita Cot. tic .H. X .9 \. EFTA00151869 EFTA00151870 FILED WITH FAA AIRCRAFT REGISTRATION BR 2012 JUN 28 Af9 8 29 OKLAHOMA CITY OKLAHOMA 8 tV) a L A Insured Aircraft Title Service, Inc. C CO 0 T S FEDERAL AVIATION ADMINISTRATION CENTRAL RECORDS DIVISION OKLAHOMA CITY, OKLAHOMA Date: May 22,2012 < ACTION Dear Sir/Madam: / NCca Please Reserve N in NAME ONLY for: N# Change Request Please Rrserve N 331JE' and assign for the following aircraft: N 901RL Make Bell Model 430 Serial # 49078 Which is (1) being purchased by (2) registered to XX Hyperion Air Inc. Payment of the required $10.00 fee per number to reserve/assign is attached. If the preferred N number is not available, please contact the undersigned for a selection of a new number. Please send the confirmation of reservation/8050.64 form to Insured Aircraft Title Service, Inc. in the Public Documents room of the FAA. Additional Information: See attached relinquishment Requested by: 121431556307 $20.00 05/22/2012 ao EFTA00151871 EFTA00151872 FILED WITH FAA AIRCRAFT REGiSTRATION BR 2012 fl ? 22 Pli 3 38 OKLAHOMA CITY OKLAHOMA FORM APPROVED OMB No. 2120-0042 UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION canesuu. AVIATION ADNISEETRAMON-NIKE ISCINIRONET AERONAUTICAL CENTER C a AIRCRAFT REGISTRATION APPLICATION CERT. ISSUE DATE 1z2 UNITED STATES REGISTRATION NUMBER N 90 Lit, a C 7 AIRCRAFT MANUFACTURER & MODEL Bell 430 E AIRCRAFT SERIAL No. a 49078 FOR FAA USE ONLY R TYPE OF REGISTRATION (Check one box) 2 N CI 1. Individual 0 2. Partnership ef 3. Corporation 0 4. Co-owner 0 5. Gov't. 0 B. El °"Citi ls" Corporatilon S IT. NAME OF APPLICANT (Peresin(0) shown on evidence of ownership. It Individual. give last name. first name. and middle initial.) Hyperion Air, Inc. 11111 TELEPHONE NUMBER: ( ) ADOFIESS (Permanent mailing address for first applicant listed.)(if P.O. BOX is used, physical address must also be shown.) Number and street: Rural Route: P.O. Box: CITY STATE ZIP CODE Wilmington Delaware 19803 El CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Read the following statement before signing this application. This portion MUST be completed. A false or dishonest answer to any question In this application may be grounds for punishment by fine and imprisonment (U.S. Code, Title 16. Sec 1001). CERTIFICATION all' WVE CERTIFY: (1) That the above aircraft is owned by the undersigned applicant. who at a ell/Zen (including corporations) of the United Stales. (For voting (rya'. give name of trustee: ) or. CHECK ONE AS APPROPRIATE: a. 0 A resident alien, with alien registration (Form 1.151 or Form 1-551) No. A non-citizen corporation organized and doing business under the laws of (slate) b. 0 and said aircraft is based and primarily used in the United States. Records or flight hours are available for Inspection at (2) That the aircraft is not registered under the laws Of any foreign country: and (3) That legal evidence of ownership is attached or has been filed with the Federal Aviation Administration. NOTE: II executed for co-ownership all applicants must sign. Use reverse side if necessary. TYPE OR PRINT NAME BELOW SIGNATURE SIGNATURE TITLE DATE EACH PART Of NIS i24.0 COlcila/e- TIT Sesc—reski-u-li 5 1 SIGNATURE S DATE APPLICATION MUST bayTtri ri d c, BE SIGNED IN INK. SIGNATURE TITLE DATE NOTE Pending receipt of the Certificate of Aircraft Registration. the aircraft may be operated for a period not in excess of 90 days. during which time the PINK copy of this application must be carried In the aircraft. AC Form 8050-1 (5/03) (0052-00-828-9007) EFTA00151873 EFTA00151874 itE.D WITH HAFT . FAA R C G 1 S T RATtON B R 2012 MI R 6 . R O I 11 16 . -O KL A H ,,• OMA CITY OKLAHO MA UNITED STATES OF AMERICA FORM APPROVE D U.S DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION OATH 217OC AIRCRAFT BILL OF SALE O FOR AND IN CONSIDERATION OF $ I.00 & OTHER VALUABLE CONSIDERATIONS THE UNDERSIGNED OWNER(S) OF AN O UNDIVIDED INTEREST IN THE LEGAL AND BENEFICIAL TITLE cCo OF THE AIRCRAFT DESCRIBED AS FOLLOWS: 0 UNITED STATES 0 REGISTRATION NUMBER WWI R1_ elel AIRCRAFT MANUFACTURER & MODEL C.L 4:6O 8 AIRCRAFT SERIAL No. 4-° 10.1g DOES THIS kk DAY OF Iliac ; 2012 8 HEREBY SE L GRANT. TRA AND DELIVER ALLRIGHTS, TITLE, AND INTERESTS IN AND TO AN UNDIVIDED 100% Do Not Wm) In TNT Bloat INTEREST IN SUCH AIRCRAFT UNTO: FOR FAA USE ONLY NAME AND ADDRESS OF INDIVIDLIAIAS). GIVE LAST NAME. FIRST NAME. AND MIDDLE INITIAL) W OWNING veitkoN cb ‘NC. O an undivided 100% Interest (1) O L.! U-M-PmNer-c©N 0 et - DoELSILkNetaC a. a. 19803 l) SFI DEALER CERTIFICATE NUMBER AND Cy N.VECINDR.VACINRWSZRAMHYL AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER. AND WARRANTS THE TITLE THEREOF. 1 S successors IN TESTIMONY WHEREOF WE HAVE SET OUR HAND ANfrap.AL THIS DAY OF , 2012 MARIE (S) OF SELLER SIGNATURE (S) TITLE (TYPE OR PRINTED) MI INK) OF EXECUTED (TYPED OR PRINTED) aGV*US -DEvCi.o PmEnn-S 1N c SELLER COIMMEP- -rrtv yrEE) Director ACKNOWLEDGEMENT (NOT REOUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VAUDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA 120881116435 $5.00 03.108/2012 EFTA00151875 EFTA00151876 . 'LEO wITH FAA :RAFT REGISTRATION BR 2012 flOR 6 Mill 16 OKLAHOMA CITY OKLAHOMA U.S. Department Flight Standards Service of Transportation Aircraft Registration Branch, Oklahoma City, Oklahoma 73125-0504 AFS•760 Federal Aviation WEB Address: http://regislrylaa.gov Administration Date of Issue: October 5, 2010 BOVALE DEVELOPMENTS INC TRUSTEE WILMINGTON? DE 19808-1645 Fax ATTENTION: JOSH TREMAIN IATS T104934 This facsimile must be carried in the Aircraft as a Temporary Certificate of Registration for N901RL BELL 430 Serial 49078 and is valid until Nov 04, 2010. This is not an airworthiness certificate. For airworthiness information, contact the nearest Federal Aviation Administration Flight Standards District Office. for Manager, FAA Aircraft Registry, AFS-750 Federal Aviation Administration AFS-750-FAX-4 (03/10) EFTA00151877 EFTA00151878 • 4 P a CO DECLARATION OF INTERNATIONAL OPERATIONS 0 O O Bovale Developments Inc, the undersigned owner of the Bell 430 aircraft with aircraft manufacturer's serial number 49078 and registration mark N90IRL declares that this aircraft is scheduled to make an international flight on 4October 2010 as flight Number (not applicable) departing EGLK Blackbush, UK with a destination ofEGHR Goodwood, UK Expedited registration in support of this international flight is requested this 30th day of September, 2010 with knowledge that: Whoever, in any matter within the jurisdiction of the executive branch of the government of the United States, knowingly and wilfully makes or uses any false writing or document knowing the same to contain any materially false, fictitious or fraudulent statement of representation shall be fined under title 18 United States Code, or imprisoned not more than 5 years, or both. 18 U.S.C. 5101 (a). Name of Owner Bovale Developments Inc — Owner Trustee elA Signature Typed Name and Title of Signer: Secretary Comments: This aircraft is based and continuously used outside of the United States. The aircraft is grounded until the Temporary certificate by wire is received. TTlf.A • yostioni -5080 -sk k1/4) i re- 4o leas e- EFTA00151879 EFTA00151880 FILED WITH FAA AIRCRAFT REGIST RATION BR 2010 OCT 5 API 9 53 OKLAHOA CITY OKLAHOMA FORM APPROVED OMB No. 21200042 UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION 6 0 FEDERAL AVIATOR AD•SaSTRXn0N-IMKE NORRONEV AIERONAI.MCAL CESITF_R a) AIRCRAFT REGISTRATION APPLICATION CERT. ISSUE DATE -2. a UNITED STATES NUMBER AIRCRAFT MANUFACTURER 8 MODEL N 01 ik L a 2 el E Lt.. 14- SO 0 AIRCRAFT SERIAL No. 0 1-i- C % 0 8 FOR FAA USE ONLY a TYPE OF REGISTRATION (Check one box) szi h.) O 1. Individual O 2. Partnership 29 3. Corporation 0 4. Co-owner O 5. Gov't. O 8. rskinCetizen —' Corporation " (:) NAME OF APPLICANT (Person(s) shown on evidence of ownership. If individual, give last name, first name. and middle initial.) • 60VA 1--E DC VE Le lin1 Et%SrS t I-4 C (c/ ou%vac& —COWS —ME) TELEPHONE NUMBER: ( ) ADDRESS (Permanent mailing address for first applicant listed.) (If P.O. BOX IS used. physical address must also be shown.) Number and street: Rural Route: P.O. Box: CITY STATE ZIP CODE tAa I l-rINN IVG-1,0 NS -DE L-e u....) frt a. Vr i SOS O CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Read the following statement before signing this application. This portion MUST be completed. A false or dishonest answer to any question in this application may be grounds for punishment by fine and/ or Imprisonment (U.S. Code. Title 18, Sec. 1001). CERTIFICATION 41 1. UWE CERTIFY: (1) That the above aircraft is owned by the undersigned appliCant, whO is a Citizen (including corporations) of the United States. (For voting trust, give name of trustee: ) or. CHECK ONE AS APPROPRIATE: a. 0 A resident alien. with alien registration (Form 1-151 or Form 1-551) No. b. OA non-citizen corporation organized and doing business under the laws of (state) and said aircraft is based and primarily used in the United States. Records or flight hours are available for insPection at (2) That the aircraft is not registered under the laws of any foreign country: and (3) That legal evidence of ownership is attached or has been filed with the Federal Aviation Administration. NOTE: If executed for co-ownership all applicants must sign. Use reverse side if necessary. TYP TITLE DATE N NY -3) k pac.:TID ft, /a2r to O DATE & 5 -- SIGNATURE TITLE DATE NOTE Pending receipt of the Certificate of Aircraft Registration, the aircraft may be operated for a period not in excess of 90 days. during which time the PINK copy of this application must be carried in the aircraft. AC Form 8050-1 (5/03) (0052.00.628.9007) EFTA00151881 EFTA00151882 FILED WITH F A IRC AA R A F T R E G1S-TRATIO.N BR 1010 OCT 5 API: 9 53- ;.:.' ,'XOKLAI-10P.; A 0:CLAUD/AA • O 0 O 0 p FORM APPROVED UNITED STATES OF AMERICA OMB NO. 2120-0002 U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION 08/31/2008 AIRCRAFT BILL OF SALE 8 FOR AND IN CONSIDERATION OF $ Lao 4-0LOCTHE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND a BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: 0 UNITED STATES REGISTRATION NUMBER N901RL N 0 AIRCRAFT MANUFACTURER & MODEL Bell 430 102780958185 co AIRCRAFT SERIAL No. 49078 $ .00 10/05/201G DOES THIS 2g44- DAY OF 54-pr1-ealotr- to® HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS. TITLE. AND INTERESTS Do Not Wrile In This Block IN AND TO SUCH AIRCRAFT UNTO: FOR FAA USE ONLY NAME AND ADDRESS (IF INDIVIDUAL(S). GIVE LAST NAME. FIRST NAME. AND MIDDLE INITIAL.) PURCHASER Bovale Dev n Trustee) Wilmington Delaware DE19808 DEALER CERTIFICATE NUMBER AND TO ITS 5Oc.c.E.-5Sog. -roc-evreesr.03MIM53/Thierelle. ARO ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER AND WARRANTS THE TITLE THEREOF IN TESTIMONY WHEREOF HAVE SET An 44 HAND ONO4ETu. THIS Z 44- DAY OF sepr, zof o NAME(S) OF SELLER SIGNATURE(S) TITLE (TYPED OR PRINTED) (IN INK) (IF EXECUTED FOR (TYPED OR PRINTED) CO.OWNERSHIP. ALL MUST SIGN.) GOVEPO Limited Director lY as foreign Owner LLI -1 LLI to ACKNOWLEDGMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL. TO FAA: AC Form 8050-2 (9/92) (NSN 0052.00429-0003) Supersedes Previous Edition EFTA00151883 EFTA00151884 FILED WITH FAA AiRCRAFT REGISTRATION BR 2010 OCT 5 fiP1 9 53 OKLAHOMA CITY OKLAHOMA CA I UNITED STATES OF AMERICA FORM APPROVED OMB NO. 2120-0042 0 U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINSTRATION 0 AIRCRAFT BILL OF SALE 0 FOR AND IN CONSIDERATION OF $ 10.00 THE 2 UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND 73 BENEFICIAL TITLE OF THE AIRCRAFT DES-CRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER 901RL N 0 0 AIRCRAFT MANUFACTURER & MODEL BELL 430 E' AIRCRAFT SERIAL No. O 49078 DOES THIS 27 DAY OF SEPTEMBER 2010 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: Do Not Write In This Block FOR FAA USE ONLY NAME AND ADDRESS PURCHASER (IF INDIVIDUAL(S), GIVE LAST NAME. FIRST NAME, AND MIDDLE INITIAL Bovale Ltd. 4 Bellmont SHROPSHIRE SY1 1TE UNITED KINGDOM DEALER CERTIFICATE NUMBER AND TO j EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD r5 SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF: IN TESTIMCNY WHEREOF ,c HAVE SET My HAND AND SEAL THIS .14- DAY OF C S -e 20 fp NAME(S) OF SELLER SIGNATURE(S) TITLE OWED OR PRINTED) (IN INK) (IF EXECUTED FOR (TYPED OR PRINTED) CO-OWNERSHIP, ALL MUSTSIGN.) AIRCRAFT GUARANTY re HOyDINGS & TRUST tu LLCy.TRUSTEE BY: DR. ONNIE L. WOOD RESIDENT ACKNOWLEDGMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER, MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA: AC Form 8050-2 (9/92) (NSN 0052-00429-0003) Supersedes Previous Edition EFTA00151885 EFTA00151886 FILED WITH FAA AIRCRAFT REGISTRATION BR 2010 SEP 29 RP1 11 30 OKLAHOMA CITY OKLAHOMA 7:3 1 tD a Aircraft Guaranty International Aircraft Title and Trust The Global Standard 0 0 Aircraft Guaranty Corporation Aircraft Guaranty Tilk & Trust. Lie Aircraft Guarani) Management 1.I.0 Aircraft Guaranty Fide, IA.0 Aircraft Guaranis [Inklings & Trust, Aircraft Guaranty 'trust, 1. it) Aircraft Guarani) Management & Frust I.I.0 Aircraft Guaranty 'Fine October 22, 2009 Federal Aviation Administration Aircraft Registration Branch POB 25504 Oklahoma City, Oklahoma 73125-0504 Reference Official Chance of Address: Aircraft Guaranty Holdings & Trust, LLC, Trustee Gentlemen; This letter is to notify you that "Aircraft Guaranty Holdings & Trust, LLC", as Owner Trustee of the aircraft listed on "Attachment A" to this letter has changed its legal address effective October 22, 2009 from 515 North Sam Houston Parkway East, Suite 305, Houston, Texas 77060 - to: Aircraft Guaranty Holdings & Trust, LLC, Trustee POB 2549 (2058 FM 356 North) Onalaska, Texas 77360 Phone: 1-281-445-7594 — (Remains the same) Per the requirment the Federal Aviation Regulations FAR 47; it is hereby requested that you change the legal address of the aircraft listed on Attachment A to the new legal address in Onalaska, Texas and issue a revised Certificate of Registration for the listed aircraft. FOR: AIRCRAFT GUARANTY HOLDINGS & TRUST, LLC By: Enclosure — Attachment A — List of Aircraft registered to Aircraft Guaranty Holdings & Trust, LLC as Owner Trustee EFTA00151887 EFTA00151888 MEI FAA AlaCRAFT Fr".7',.STRATIO14 ea 2011 OCT 29 PM 1 07 ID OKLAHC. .iA CITY OKI........... Attachment A Aircraft Guaranty Holdings & Trust4.14 Beg Make Ma Serial TRUST # 0 N25FP Beech A36AT E-2720 576 N39941 Piper PA-32-300 32-784179 580 0 N813SD Cirrus Design Corp SR22 1273 581 J N89109 Cessna 140 8117 584 N152JP Beech V35 08322 585 N4708W Rockwell International 112TCA 13302 588 N696RY Yow Richard B Rotorway Exec 162F 6238 592 N384C Cirrus Design Corp SR22 0427 593 N750NS Cessna 750 750 750-0172 595 N4322Y Piper PA-46-310P 46-8408017 596 N142TS Bellanca 7KCAB 486-74 597 N446DC DIAMOND AIRCRAFT IND INC DA 40 40.446 598 N363US Mooney M20M 27-0336 600 N1RQ Piper PA46-500TP 4697112 601 N774CD Cirrus Design Corp SR22 0786 602 N9PJ Cirrus Design Corp SR22 3240 603 N155AJ Cirrui Design Corp SR22 2439 604 A-al-IT- /or C EFTA00151889 EFTA00151890 Ft,A FILED MTh ATIOli ER naciSTR AIRCRAFT 11 1 07 2009 OCT 29 . P CIT Y OKLAKia:A t KLAnatA Rag Make Model Serial TRUST # N1034D Mooney M20R 29-0233 607 tit y N92156 Piper PA 46-350P 4622140 608 e N406AJ N666JG Cirrus Design Corp Cessna SR22 P210N 1474 P210-0065 609 612 N29YS Robinson Helicopter R22 Beta 2319 614 S N9680O Cessna 172M 17265764 618 N569HP Piper Aircraft Inc PA 46-350P 4636424 620 N1326V Cessna R172K R1722163 621 N4192C Diamond Aircraft Ind Inc DA20-C1 C0431 622 N4191M Diamond Aircraft Ind Inc DA 40 40.769 622 N4189U Diamond Aircraft Ind Inc DA 40 40.768 622 N4184M Piper PA-28R-201 2844062 622 N4165N Piper PA-28R-201 2837055 622 N4155G Piper PA-28R-201 2837017 622 N4153W Diamond Aircraft Ind Inc DA 20-C1 CO425 622 N4147M Piper PA-28R-201 2837016 622 N4142N Piper PA-28R-201 2837012 622 N4139B Diamond Aircraft Ind Inc DA 40 40.770 622 N4130Y Diamond Aircraft Ind Inc DA 20-C1 C0426 822 N4129T Diamond Aircraft Ind Inc DA 20-C1 CO429 622 N4119B Diamond Aircraft Ind Inc DA 20-C1 CO427 622 N4106G Diamond Aircraft Ind Inc DA 40 40.767 622 N186CB Piper PA-46-350P 46-22085 623 N2085M Piper PA-24-200T 34-7870063 624 N208ER Bell 206B 4527 627 N204GX Mooney M20R 29-0373 630 N4ZY Cirrus Design Corp SR22 1502 831 EFTA00151891 EFTA00151892 Beg Skit medal Serial TRUST # N51JJ Cessna 525B 525B0068 661 N165DS DIAMOND AIRCRAFT IND INC DA 40 40.540 663 N475PS Diamond Aircraft Ind. Inc. DA 40 40.475 668 N8KR Cessna P210N P21000709 672 N61PK Globe GC-1B 1031 673 N542MA Piper PA-34-220T 3449242 680 N363CD Cirrus Design Corp SR22 0920 813 N5193Y Sikorsky S-61A 61-184 814 N98RJ NORTH AMERICAN SNJ-5C 90752 817 N68WC Piper PA-31P 31P-74001f 818 N3755 Mooney M20E 276 819 N8327B Piper PA-28RT-201T 28R-81310; 825 N152PC Pilatus PC-12145 552 826 N266RS Cirrus Design Corp SR20 1703 827 N31063 REIMS AVIATION S.A. Cessna 150K 0567 828 N153SR Cirrus Design Corp SR22 1962 829 N678CW Piper PA-34-200T 34-7870236 830 N398DL Cessna 650 650-0098 831 A -51 of EFTA00151893 - EFTA00151894 Reg Make Model Serial TRUST # 6 OJSI N120VVW Piper PA46-500TP 4697047 832 N1346O Cessna U206F U20602891 634 6-- 0 N321CR Piper PA 46-350P 4636124 635 06 N668DS DIAMOND AIRCRAFT IND INC DA 40 40.368 636 a N489PS Mooney M20R 29.0489 640 e4 e. N9744E Bellanca 17-31 ATC 75-31119 642 O . N1367K N2781K McCaldin Roy O SE5A 8E 1 5508 644 Luscombe 645 N54§CD Cirrus Design Corp SR22 1508 648 O . N900K Maxfield, John O Pitts S-1 1JM 649 la N211SE Cirrus Design Corp SR22 2208 651 9 N555MS Eurocopter EC120B 1580 654 53 N525RA Cessna 525 525-0167 654 611 ) N42EB Piper PA-32RT-300 32R-78851d 855 N626N Beech B-60 P-545 656 a N231MV Mooney M20K 25-0457 658 S . N58756 Boeing N2S-3 75-7319 659 o . N138CR Cirrus Design Corp SR22 1584 660 A & —t a idsP S EFTA00151895 EFTA00151896 Rea Make Modal Sadal TRUST # N977CV Cirrus Design Corp SR22 3376 832 N977CM Cirrus Design Corp SR22 3037 832 N90354 Universal Globe GC-1B 368 835 N948SR Cirrus Design Corp SR22 2036 836 N948SR Cirrus Design Corp SR22 2036 836 N948SR Cirrus Design Corp SR22 2036 836 N6028P Cessna T182T T18208536 837 N5188V North American T-6G 49-3198 839 N9PK Sukhoi SU-29 73-04 840 N333AR Cirrus Design Corp SR22 0844 842 N115T Commander Aircraft Co 114TC 20035 843 N491AN Israel Aircraft Industries 1124 393 845 OC 3 N78VE Mooney M2OR 29-0371 846 0 N632RF SAAB-FAIRCHILD 340A 340A-042 850 N10SV EMBRAER EMB-135BJ 14500974 851 N229MC Cessna 550 5500229 877 N901RL Bell 430 49078 878 EFTA00151897 EFTA00151898 FILED Vt.t. Ff% neCrra.i'r.'t AIROP.AFT 07 MI OCT 23 FP1 1 FORM APPROVED OMB No. 212f:90042 UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION In3 FEDERAL AVIATION ADNINISTAATION-NOCE NOMPIONEY AEROMMITICAL CENTER th4 AIRCRAFT REGISTRATION APPLICATION CERT. ISSUE D/4IE UNITED STATES REGISTRATION NUMBER N 901RL lal AIRCWT MANUFACTURER & MODEL Bell 430 AIRCRAFT SERIAL No. . 49078 n 'JAN 29 200? FOR FAA USE ONLY TYPE OF REGISTRATION (Check one box) O 1. Individual 0 2. Partnership ( 3. Corporation 0 4. Co-owner CI 5. Gov't. . rin 2 IrC i iatZo 8. II,C C * a limited liability company rP°rs NAME OF APPLICANT (Person(s) shown on evidence of ownership. If individual. give last name, first name, and middle initial.) Aircraft Guaranty Holdings & Trust, LLC, Trustee Ill (FOR: Continent Aircraft Trust No. 878 under trust agreement dated September 21, 2006) TELEPHONE NUMBER: ADDRESS (Permanent mailing address for first applicant lisled.)(0 P.O. BOX Is used, physical address must also be shown.) Number and street: Rural Route: P.O. Box: CITY STATE ZIP 5,9E._ Houston Texas uo0 . O CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Read the following statement before signing this application. This portion MUST be completed. A false or dishonest answer to any question in this application may be grounds for punishment by fine and / or impnsortrnent (U.S. Code, Title 18. Sec. 1001). 11110VVVE CERTIFY: CERTIFICATION (I) That the above aircraft Is owned by the undersigned applicant, who is a citizen (including corporations) of the United States. (For voting trust, give name of trustee: ) or: CHECK ONE AS APPROPRIATE: a. IZI A resident alien, with alien registration (Form 1-151 or Form 1.551) No b. C] A noncnizen corporation organized and doing business under the laws of (state) and said aircraft Is based and primarily used in the United Stales. Records or flight hours are available for inspection at (2) That the aircraft is not registered under the laws of any foreign country; and (3) Thal legal evidence of ownership is attached or has been filed with the Federal Aviation Administration. NOTE: If executed for co-ownership all applicants must sign. Use reverse side if necessary. TYPE OR PRINT NAME BELOW SIGNATURE TITLE DATE EACH PART OF NIS Vice President I lly TITLE DATE APPUCATION MUST BE SIGNED IN INK. TITLE DATE For: Aircraft Guaran y Holdings & Trust, LLC, Trustee NOTE Pending receipt of the Certificate of Aircraft Registration, the aircraft may be operated for a period not in excess of 90 days. during which time the PINK copy of this application must be carried in the aircraft. ‘OCLtrarroititPCEEtn:OF , AC Form 8050.1 (5/03) (0052-00-628-9007) REG TO EXPIRE 002 r 07 4.5 774n EFTA00151899 EFTA00151900 AI FILED R CRA W FT RE ITH FAA G IS T R ATION 2307 tifIN 2 BR 6 A PI 11 OKLAH 34 OM A OKLAH CITY OMA laa PP 3 Li 6 0 8 ail 14 UNITED STATES OF AMERICA N V EYkligipreerisag RO E D OMB NO. 2120-0342 U.S. DEPARTMENT OF TRANSPORTATION FEDERAI. AVIATION AOPANISTRATION AIRCRAFT BILL OF SALE ?JO J9N 29 PM 12 16 FOR AND IN CONSIDERATION OF $ 10.00 THE UNDERSIGNED OWNERS) OF THE FULL LEGAL AND Fcs.:02tit IT BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED SHAN.' nit ATI Oil AS FOLLOWS: UNITED STATES 901RL REGISTRATION NUMBER AIRCRAFT MANUFACTURER & MODEL BELL 430 AIRCRAFT SERIAL No. 49078 DOES THIS DAY OF January, .2007 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: Do Mot Wits ki las Block FOR FAA USE ONLY NAME AND ADDRESS PURCHASER (IF INDIVIDUAL(S), GIVE LA/3T NAME, FIRST NAME, MO MIDDLE INITIAL) AIRCRAFT GUARANTY HOLDINGS & TRUST. LLC. TRUSTEE (FOR: CONTINENT AIRCRAFT TRUST NO. 878 EMBER 21.2008) DEALER CERTIFICATE NUMBER MOTO its successors EXISCIMIRGABISINNITRAVORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS TIE TITLE THERE-OF: IN TEST/SONY WHEREOF we RAVE SET our HAND AND SEAL THI34rt DAY OF January_,_ 2007 NAME(S) OF SELLER SIGNATURE(S) TITLE (TYPED OR PRINTED) ON INK) (IF EXECUTED FOR (TYPED OR PRINTED) • BOVALE LTD CO OWIEREW, ALL MUSTSIGN ) CEO ACTOIGMEDOMENT (NOT REQUIRED FOR PURPOSE OF FAA RECORDING HOWEVER, MAY BE REQUIRED BY LOCAL LAW FOR VALINTY OF THE INSTRUMENT.) ORIGINAL: TO FAA: AC Fam 6050-2 (9192) (NSN 00(Q-00-629-0003) Supersedes Previous Edition 070261137308 $5.00 01/26/2007 EFTA00151901 1. so Alla vivoliVb10 VIV0107)10 he Tr 619 92 Nut ae al NOlitikuSI038 frv.i 241qtainv HD* 03714 EFTA00151902 la Pr 34607 FORM APPROVED UNITED STATES OF AMERICA ohm NO. 2120-0C42 08131/2008 U.S. DEPARTMENT OF TRANSPORTATION FE0ena_nownoN AOLIIMSTRATQN AIRCRAFT BILL OF SALE a v UAW REco o FOR AND IN CONSIDERATION OF S l&ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND.,71 BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AV I AI 29 PM 12 16 FOLLOWS: 111 IVM‘,..a- Paia,?!f7: UNITED STATES REGISTRATION NUMBER N .464wit SUATion AIRCRAFT MANUFACTURER & MODEL Eel( '-130 AIRCRAFT SERIAL No. 49078 DOES THIS ZVI DAY OF 7am.4Or-a_ .air HEREBY SELL, GRANT. TRANSFER AND DELIVER ALL RIGHTS. TITLE. AND INTERESTS Do Na NAIR en Tlos Inkxic IN AND TO SUCH AIRCRAFT UNTO: FOR FAA USE ONLY NAME AND ADDRESS DI IRONIC LIAL(SX ONE LA67 NAME. FIRST NAME. MID NICOLE INITIAL. w Bovak O ”[W .la 0- S•/ 1 f T E u4;4e.1 ic-kodow, DEALER CERTIFICATE NUM 'PLR AND TO its successors nu • nnr S. AND ASSKiNS TO HAVE AND TOIKOLD SINGULARLY DIE SAT AIRCRAFT FOREVER AND WARRANTS THE TITLE THEREOF' DAT January ITLE , 2007 IN TESTIMONY WHEREOF We HAVE SET Our WAND AND SEAL THIS YCE NAME(S) OF SELLER SIGNATURE(S) (TYPED OR PRINTED) OA INK) (IF EXECUTED KR (TYPED OR PFWITED) CC Individual LLI 1 LU CO ACKNOWLEDGMENT MOT REQUIRED FOR PURPOSES OF FAA RECCROMO: HOWEVER. MAY SE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA: AC Form 9050-2 (9/92) (FISN 0062-caen-o003)suwwwies Previous Eastion EFTA00151903 EFTA00151904 FILED WITH FAA AIRCRAFT REGIST RATION BR 2001 JRN 26 Rid 11 39 OKLAHOMA CITY OKLAHOMA P r03 60 roJ UNITED STATES OF AMERICA FORM APPROVED U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION OMB NO 2120-0042 AIRCRAFT BILL OF SALE VEYANOt RETORDED FOR AND IN CONSIDERATION OF $ 1+OVC THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES "IN 29 pm 12 1G CRIBED AS FOLLOWS: EEY'L;1124: UNITED STATES 'balsa:MA:1MR REGISTRATION NUMBER 901RL N AIRCRAFT MANUFACTURER & MODEL Bell 430 AIRCRAFT SERIAL No. 49078 DOES THIS DAY OF January HEREBY SELL, GRANT, TRANSFER AND at-i 2007 DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: Do Not Wnte In This 8100k FOR FAA USE ONLY NAME AND ADDRESS (IF INDIVIDUAL(S). GIVE LAST NAME. FIRST NAME. AND MIDDLE INITIAL ) PURCHASER 0 1111MI raps Inc_.no_ SY I 1TE, (,.nil-ta tCagon‘ DEALER CERTIFICATE NUMBER AND TO HIS SUCCESSORS EXEGNFORGrADIAIMISZPAIGRS. AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER. AND WARRANTS THE TITLE THEREOF: IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS a 464 DAY OF January. 2007 NAME(S) OF SELLER TITLE (TYPED OR PRINTED) (TYPED OR PRINTED) ELITE AVIATION, LLC Chief Operating Officer ACKNOWLEDGMENT (NOT REQUIRED FOR PURPOSES OF FM RECORDING: HOWEVER. MAY BE REQUIRED VALIDITY OF THE INSTRUMENT.) BY LOCAL LAW FOR ORIGINAL: TO FAA: AC Form 8050-2 (9/92) (NSN 0052-00-829-0003) Supersedes Previous Edition EFTA00151905 EFTA00151906 F AIRCR ILED WITH F AF T R E A GISTR A ATION BR 2001 AN 2 4 P M 1 3 6 O K L AHOMA OKLA CITY HOMA a l.a bJ PP039605 IM U.S. DEPARTMENT OF TRANSPORTATION FORM APPROVED FEDERAL AVIATION ADMINISTRATION OMB NO 2120-0042 MS FORM SERVES TWO PURPOSES' PART I acknowledges the red ordingofa security conveyance covering he collateral shown. PART II is a suggested town of rdease which may be used to release the collateral from OW/EY/MOE REC-ORDEU The tents of the conveyance. PART I CONVEYANCE RECORDATION NOTICE NAME (last name fim) OF DEBTOR .."7 AN 29 P411216 RI. Aviation, LLC sytask .A.Y.t klI i a! NAME and ADDRESS OF SECURED PARTY/ASSIGNEE 014144PIATII OH Banc of America Leasing & Capital, LLC NAME OF SECURED PARTY'S ASSIGNOR (if assigned) Do Not Write In This Block FOR FAA USE ONLY Key Corporate Capital Inc. FAA REGISTRATION NUMBER AIRCRAFT SERIAL NUMBER AIRCRAFT MFR. (BUILDER) and MODEL N901RL 49078 Bell 430 - ENGINE MFR. and MODEL ENGINE SERIAL NUMBER(S) Allison 250 C406 . 844167 & 844169 PROPELLER MFR. And MODEL PROPELLER SERIAL NUMBER(S) THE SECURITY CONVEYANCE DATED _11-25-03 COVERING THE ABOVE COLLATERAL WAS RECORDED BY THE FAA AIRCRAFT REGISTRY ON 12-2343 ASCONVEYANCENUMBER INGM% .Assignment dated 12-31-03, recorded 1-13-04, Conveyance Number XX025631 • FAA CONVEYANCE EXAMINER PART II — RELEASE — (This suggested release form may be executed by he secured party and returned to the Civil AviationRegistry when terms of the conveyance have been satisfied. Sec below for additional information.) THE UNDERSIGNED HEREBY CERTIFIED AND ACKNOWLEDGES THAT THEY ARE THE TRUE AND LAWFUL HOLDER OF THE NOTE OR OTHER EVIDENCE OF INDEBTEDNESS SECURED BY THE CONVEYANCE REFERRED TO HEREIN ON THE ABOVE DESCRIBED COLLATERAL AND THAT THE SAME COLLATERAL IS HEREBY RELEASED FROM THE TERMS OF THE CONVEYANCE. -ANY TITLE RETAINED IN THE COLLATERAL BY THE CONVEYANCE IS HEREBY SOLD, GRANTED TRANSFERRED, AND ASSIGNED TO THE PARTY WHO EXECUTED THE CONVEYANCE, OR TOME ASSIGNEE OF SAID PARTY IF THE CONVEYANCE SHALL HAVE BEEN ASSIGNED: PROVIDED, THAT NO EXPRESS • WARRANTY IS GIVEN NOR IMPLIED BY REASON OF EXECUTION OR DELIVERY OF THE RELEASE. This tam is only intended to be a suggested fonn of release, which meets the DATE OF RELEASE: recording requirements of the Federal Aviation Act of 1958, and the regulations issued thereunder In addition to these requirements, the form used by the steamy holder should be dratted in accordance with the pertinent provisions of local statutes and other applicable federal statutes. This Conn may be repo:dared There recording a release. Send to Aitcrart SIGNA Registration Branch. Oklahoma City. Oklahoma 73125. TITLE (A person signing for a corporation must be a corporate officer or hold a rronagcrial position and must show his tide. A person signal for motherihould see pans 47 and 49 of the Federal Aviation Regulations ( i 4CFR)). ACKNOWLEDGEMENT (If Required By Application Local Law): AC Form 11050-4I (2/96) (NSN 0052-00.543.9001) SEE RECORDED CONVEYANCE NUMBER X X Oa 5 tp 3/ DOM C306 pAGE rf EFTA00151907 EFTA00151908 FILE AIRC D W R AF T RE ITH FAA IS TG 2001 A R A TION N 29 BR P f 9 1 36 OKLA HOM OKLA A CITY HOM A U.S. DEPARTMENT OF TRANSPORTATION SEE CONVEYANCE NO FEDERAL AVIATION ADMINISTRATION CROSS-REFERENCE-RECORDATION FILING DATE: This form is to be used in cases where a conveyance covers several aircraft and engines, propellers, or locations. File original of this form with the recorded conveyance and a copy in each aircraft folder involved. TYPE OF CONVEYANCE DATE EXECUTED NAME CHANGE C SEP 22 200 FROM DOCUMENT NO. It L AVIATION LLC TO OR ASSIGNED TO DATE RECORDED ELITE AVIATION LLC June 30, 2004 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: AIRCRAFT (List by registration number) I TOTAI • NI IMRFR NVOI WO N900RL •N90IRL N902RL N I55LR . ENGINES I TOTALMIMI:1FR INVOLVFD MAKE(S) SERIAL NO PROPELLERS I TOTAI NIIMRFR iNVOLVF11 MAKE(S) SERIAL NO. SPARE PARTS -LOCATIONS I TOTALNI DARPA INVOI MPG LOCATION RECORDED CONVEYANCE FILED N: AC -23 (1-96) (0052-00-S92-6000) EFTA00151909 •A • • t, •. ••• EFTA00151910 EFTA00151911 • • : • ASSIGNMENT OF SPEtkit REGISTRATION NUMBERS sPes1 jat an Number . 0 Arndt ladse sad tkdel N I • USCIeetnaire 91.111R1 orturecosan BELL 430 Present Regatabon Number fedionlablikm &anal 'Saber n:111 N 49078 1182150 74RP ry ir -, ' Saw Dabs ICAD AIRCRAFT ADDRESS CODE JANUARY 06, 2004 FOR N9OIRL = 53072145 tNa Fe yaw anti/ be civy. be tlretied Slates rentra- ben numtet on be teeter &described~le be special R L AVIATION LLC racentian number ghee. 940 CANCILECRE ST OR Gerry etwlae of this brenn In the Sault Ingetber with eve NESTLAKE VILLAGE CA 91362 - 5641 d nealetratbn catIllarle se Herr melody b oprutema l 12i-. b.... s olecret penang ~SS Madan ~eta t• of regbtraton Obteln a oreibd went ot ~orb Inns kern your nab- .. if Pt CiiPitUit rt~E•• - la •' ' . .eat Fight Standards ~Id O . ;. JO TheitaleetTIJL.Forrete13114, Applicadoes DATE Far Alretorlieness on fie la dated: APRIL 269 2001 The ainwortNnems cleasticalion and Seery • STO TRANSP , INSTRUCT/ORS: • SIGN AND RETURN THE ORIGINAL of this form to the Civd AteabonRegistry, AFS-750, rethIn 5 days after the special registration number s C affixed on the alratelt A 'seised certificate ell then be Issued. This authodly is yak/ for g0 days from the same date. The ~heft b no the special rearrilbeiresperew JANUARY 06, 2005 CERTIFICATION: Inertly that the special registration number was placed on the RETURN FORA' TO: aircraft d bed above • • on Registry-PIS-750 i ../;./ Sgn of Clymer Oklahoma City. Oklahoma 73125-0504 Title of Owner. Debt eri - V. L I le- 31- - ÆliNe<SC-72. on Aetna a' . D/ - 0 5 - D • I EFTA00151912 FILED WITH FAA AIRCRAFT REGISTRATION BR 2004 AN 9 AM 10 Li0 OKLAHOMA CITY OKLAHOMA ASSIGNMENT OF SPECIAL REGISTRATION NUMBERS Special Registration Number 0 N Aircraft Make and Model 90IPL uSCeparmont ortransixectin BELL 430 Present Registration Number Federal Malkin Serial Number Pdrriristrolke 49 0 78 1102150 N 74RP Issue Date: 41, ICAO AIRCRAFT ADDRESS CODE JANUARY 060 2004 FOR N9ifIRL : 53072145 This is your authority to change the United Stabs registra- bon number on the above described aircraft to the special R I. AVIATION LLC regirtation number shown. Carry duplkate of this form in the airaalt together with the WF.STLAKE VILLAGE CA 91362-5641 old registration cediticate as intern authonly to operate the aircraft pending receipt of revised certificate of registration. Obtain a revised certificate of airworthiness from your near• est Flight Standards District Ofbee. The latest FAA Form 81304, Application For Airworthiness on file is dated: APRIL 260 2001 The ainvoithIness classification and category ST 0 !PAN SP INSTRUCTIONS: SIGN AND RETURN THE ORIGINAL of this form to the Civil Aviation Registry, AFS-750, within 5 days alter the special registration number is II affixed on the aircraft A revised certificate will then be issued. This authority is valid for 90 days from the issue date. The authority to use the special number expires: JANUARY 05 0 2005 CERTIFICATION: I certify that the special registration number was placed on the RETURN FORM TO: aircraft described above. I/ i I •I . I '. istry, AFS-750 • Signature of Owner 4'a 'ma , Oklahoma 73125-0504 Title of Owner. Date Placed on Aircraft C Form 806044 (6/85) Supersedes Previous Edition EFTA00151913 • EFTA00151914 0. 0 0 0 0 0 0 9 9 0 0 0 0 0 3 1 6 Insured Aircraft Title Service, Inc. P.O. Box 19527 Oklahoma City, Oklahoma 73144 • (405) 681-6663 (800) 654-4882 FAX #405-681-9299 901R1- --‘ 1/ poeP November2.5, 2003 4 JAN 0 6 2004 Federal Aviation Administration Central Records Division Oklahoma City, Oklahoma PART! Please assign N901RL to the following aircraft: N74RP, Bell 430, Serial Number 49078 Which is being purchased by: wHig\i, AVAILABLE •••" RL Aviation LLC RE5EKVE 2O4 PART H 4 JAN 0 6 Please reserve N74RP in the name only for: P Warner Communications, Inc. JAN 13 204 Payment of the required $10.00 fee is attached. Please send the letter of confirmation to Insured Aircraft-Titl m. REQUESTED BY: 033291319063 $10.00 11/25/2003 Serving the Aviation Industry for over 35 years EFTA00151915 EFTA00151916 FILED WITH FAA AIRCRAFT r.r-231.:ITRATtON BR 2003 NOV 25 PP1 1 15 OKLA110mA CITY OKLAHOMA fl U.S. DEPARTMENT OF TRANSPORTATION .. SEE CONVEYANCE NO FEDERAL AVIATION ADMINISTRATION CROSS-REFERENCE-RECORDATION FILING DATE: This form is to be used in cases where a conveyance covers several aircraft and engines, propellers, or locations. File original of this form with the recorded conveyance and a copy in each aircraft folder involved. TYPE OF CONVEYANCE DATE EXECUTED ASSIGNMENT 12-31-03 (SEE CONV # 1[031696) FROM DOCUMENT NO. KEY CORPORATE CAPITAL MC (ASSIGNOR) XX025631 TO OR ASSIGNED TO DATE RECORDED BANC OF AMERICA LEASING AND CAPITAL LLC January 13, 2004 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: AIRCRAFT (List by registration number) I TOTAL. NI IMRFR INVOI WO I N74RP ENGINES I TOTAL NIRARFR INVOI MED 2 MAKE(S) SERIAL ALLISON 250-C408 NO. 844167 844169 PROPELLERS I TOTAI NUMRFR MVO! vnn MAKE(S) SERIAL NO. SPARE PARTS -LOCATIONS I TOT Al NIIMRFR INVOLVED LOCATION RECORDED CONVEYANCE FILED IN: N74RP BELL 430 S/N 49078 . AC FORM 8050-23 (1-96) (0052-00-982-6000) EFTA00151917 • - EFTA00151918 0 0 0 0 0 0 0 1 3 3 3 x 0256 31 'se • .2 • AGREEMENT of ASSIGNMENT This Agreement of Assignment (this "Agreement"),dated Decenjber , 2003, between _ _ _ Key Corporate Capital Ine(the "Assignor") and Banc ofAmerica Leasing and Capital, LLC (the "Assignee"). CONVEYANCE RECORDED For valuable consideration, the receipt and adequacy of wlvgi ihreppci 8 36 acknowledged, the Assignor hereby agrees with the Assignee as followkulJti A)ER AL AVI ATION 1. Assignment. The Assignor hereby sells, assigns and trap rp to, toe Assignee all of its right, title and interest in, to and under, and the Assi el Ti ON assumes all obligations of the Assignor under, that certain Aircraft Security Agreement and related documents as more particularly described in Schedule A attached hereto. 2. Release of Assignor. Upon the execution of this document by the Assignor and the Assignee, the Assignor shall be released from its obligations under the Aircraft Security Agreement to the extent it has assigned its interests thereunder to the Assignee, and no further consent or action by any party shall be required. 3. Further Assurances. The parties hereto hereby agree to execute and deliver such other instruments and documents and to take such other actions as any party hereto may reasonably request in connection with the transactions contemplated by this Agreement. 4. Counterparts. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and any of the parties thereto may execute this Agreement by signing any such counterpart. 5. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of laws. Each of the Assignor and the Assignee have caused this Agreement to be executed and delivered by its duly authorized officer on the date first written above. Banc of America Leasing and Capital, LLC KE BY BY: TIT TITLE: perm. 1HPAIGM ity_ethafetr-RuMe6 1 O53b-cin 3aoP 1Z-n-o3 EFTA00151919 EFTA00151920 FILED WITH FAA AIRCRAFT REGISTR ATION BR 2003 DEC 31 Afl 11 01 OKLAHOMA CITY OKLAHOMA 3 0 0 0 0 0 0 0 1 3 3 9 AGREEMENT of ASSIGNMENT This Agreement of Assignment (this "Agreement"),dated December ,31_, 2003, between_ _ Key Corporate Capital Ine(the "Assignor") and Banc of America Leasing and Capital, LLC (the "Assignee"). For valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Assignor hereby agrees with the Assignee as follows: 1. Assignment. The Assignor hereby sells, assigns and transfers to the Assignee all of its right, title and interest in, to and under, and the Assignee hereby assumes all obligations of the Assignor under, that certain Aircraft Security Agreement and related documents as more particularly described in Schedule A attached hereto. 2. Release of Assignor. Upon the execution of this document by the Assignor and the Assignee, the Assignor shall be released from its obligations under the Aircraft Security Agreement to the extent it has assigned its interests thereunder to the Assignee, and no further consent or action by any party shall be required. 3. Further Assurances. The parties hereto hereby agree to execute and deliver such other instruments and documents and to take such other actions as any party hereto may reasonably request in connection with the transactions contemplated by this Agreement. 4. Counterparts. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and any of the parties thereto may execute this Agreement by signing any such counterpart. 5. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of laws. Each of the Assignor and the Assignee have caused this Agreement to be executed and delivered by its duly authorized officer on the date first written above. Banc of America Leasing and Capital, LLC KEY- CORPORATE CAPITAL INC.4 BY: BY: TITLE: TITL tr Ae.novattisgo N) isms ion► Kef ffectilleirrirkileff 1 EFTA00151921 .~ '• EFTA00151922 0 0 0 0 0 0 0 1 3 4 0 SCHEDULE A TO ASSIGNMENT AGREEMENT FAA DOCUMENTS " Comma.) Aircraft Seccurity Agreement dated as of November 25, 2001between RL Aviation, LLC as grantor and Key Corporate Capital Inc., acting through its division Key Equipment Finance, as secured party as supplemented by the Borrower Acknowledgement (Certificate of Acceptance) dated November 25, 2003, by the Grantor, recorded by the Federal Aviation Administration (the "FAA") on Do.c.ft,bt r 20033and assigned FAA Conveyance No. 11031696. EFTA00151923 EFTA00151924 FILED WITH FAA AIRCRAFT REGISTRATION-BR 2003 DEC 31 DPI 11 01 OKLAHOMA CITY OKLAHOMA U.S. DEPARTMENT OF TRANSPORTATION SEE CONVEYANCE NO FEDERAL AVIATION ADMINISTRATION CROSS-REFERENCE—RECORDATION FILING DATE: This form is to be used in cases where a conveyance covers several airc aft and engines, propellers, or locations. File original of this form with the recorded conveyance and a copy in each aircraft folder involved. TYPE OF CONVEYANCE DATE EXECUTED AIRCRAFT SECURITY AGREEMENT 11/25/03 FROM DOCUMENT NO. R L AVIATION LLC 11031696 TO OR ASSIGNED TO DATE RECORDED KEY CORPORATE CAPITAL INC Dec-ember 23, 2003 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: AIRCRAFT (List by registration number) I TOTAI. NI IMRFR FNVOI ,vpo I N74RP ENGINES I TOTAI. NIIMRFR ENVOI VA-) 7 MAKE(S) SERIAL ALLISON 250-C40B NO. 844167 844169 PROPELLERS I TOTAI NIIMRFR INVOI WI) MAKE(S) SERIAL NO. SPARE PARTS --LOCATIONS I TOTAI NI IMRFR INVOI VFII LOCATION RECORDED CONVEYANCE FILED IN: N74RP, BELL 430, S/N 49078 AC FORM 8050-23 (I-96)(005240-582-6000) EFTA00151925 EFTA00151926 4 :3 7 •O 0 0 0 0 0 0 2 AIRCRAFT SECURITY AGREEMENT between RL AVIATION, LLC as the Grantor and KEY CORPORATE CAPITAL INC., acting through its division Key Equipment Finance as the Secured Party Dated as of November 05 ,2003 N74RP to become N901FLI. C , TEMPAirera &telly Aptrennv Ax SanWl I IS 03 EFTA00151927 EFTA00151928 FILED WIT:i FAA AIRCRAFT REGISTRATION BR 2003 NOU 25 Prl 1 14 OKLAkOMA CITY OKLAHOMA 0 a i,h) a a lakftLSOF' 40N Isrla o flu ARTICLE I. GRANT OF SECURITY INTEREST Section 1.1 Grant of Security Interest Section 1.2 Filing of Financing Statements and Continuation Statements Section 1.3 Delivery and Acceptance ARTICLE 2. COVENANTS Section 2.1 Ownaslip and Liens 1 Section 2.2 Registration and Operation. 2 Section 2.3 Records and Reports 2 Section 2.4 Maintenance. 2 Section 2.5 Replacement of Parts 2 Section 2.6 Alterations, Modifications and Additions 2 Section 2.7 Maintenance of Other Engines 3 Section 2.8 Payment of Obligations 3 Section 2.9 Change of Name or Location 3 Section 2.10 Inspection3 Section 2.11 Aircraft Registration 3 Section 2.12 Financial and Other Data 3 ARTICLE 3. EVENTS OF LOSS 3 Section 3.1 Event of Loss with Respect to the Aircraft 3 Section 3.2 Application of Payments from Governmental Authorities or other Persons 3 ARTICLE 4. INSURANCE 3 Section 4.1 Insurance 3 Section 4.2 Certificates of Insurance 4 Section 4.3 Proceeds of Insurance 4 Section 4A No Right to Self.Insure 4 ARTICLE 5. EVENTS OF DEFAULT AND REMEDIES 4 Section 5.1 Events of Default; Remedies 4 Section 5.2 Remedies 5 Section 5.3 Remedies Cumulative 5 Section 5.4 Grantor's Waiver ofRights 5 Section 5.5 Power of Attorney 5 Section 5.6 Distribution of Amounts Received After an Event ofDefault 5 Section 5.7 Suits for Enforcement 6 • ARTICLE 6. REPRESENTATIONS AND WARRANTIES 6 Section 6.1 Representations. Warranties and Covenants of Grantor 6 ARTICLE 7. SECURITY INTEREST ABSOLUTE 6 Section 7.1 Security Interest Absolute 6 ARTICLE 8. MISCELLANEOUS 7 Section 8.1 GOVERNING LAW 7 Section 8.2 Notices 7 Section 8.3 Limitation as to Enforcement of Rights, Remedies and Claims 7 Section 8.4 Severability of Invalid Provisions 7 Section 8.5 Benefit of Parties, Successors and Assigns; Entire Agreement. 7 Section 8.6 Further Assurances 7 Section 8.7 Performance by Secured Party 7 Section 8.8 Indemnity 7 Section 8.9 Amendments 7 Section 8.10 Consent to Jurisdiction 7 Section 8.11 Waiver °fluty Trial 7 Section 8.12 Counterpart Execution 8 ARTICLE 9. DEFINITIONS 8 Section 9.1 Definitions 8 Form No.: AIR 02.501.802 Page i EFTA00151929 EFTA00151930 0 0 0 OuRORAgsEouRrr AtIREE'P ENft THIS AIRCRAFT SECURITY AGREEMENT ("Agreement") is made and entered into as of November Z(9°)M eell KEY CORPORATE CAPITAL INC., acting through its division Key Equipment Finance, a Michigan corporation haviniano eat P rl Street, 8th Floor, Albany, New York 12207 "Secured Party') and RI. AVIATION, LLC. a California limited liability company organized and having its chief executive offices located Westlake Village, CA 91361 ("Grantor"). Capitalized terms not otherwise defined herein shall have the meanings given in Article 9 hereof. r 03/ 9/09 RECITALS 1C,E A. Pursuant to a Promissory Note of even date (collectively, together with all amendments, modifications arAtdpplements thereto, if any, the "Promissory Note") by the Grantor, in favor of Secured Party, the Secured Party has agreed to make a term loan to the Grantor (the "Loan"). B. As a condition precedent to the making of the Loan 'under the Promissory Note, the Grantor is required to execute and deliver this Agreement. Z:33 G:L3 73 R5 9 38 C. Grantor is duly authorized to execute, deliver and perform this Agreement. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, in order to induce the Secured Party to make the Loan pursuant to the Promissory Note, the Grantor agrees, for the benefit of the Seetirjidptriy,74/61103,4 ARTICLE 1. GRANT OF SECURITY INTEREST Section 1.1 Grant of Security Interest. The Grantor, inconsideration of the premises and other good and valuable consideration, receipt whereof is hereby acknowledged, and in order to secure the payment of the principal of and interest on the Loan according to its tenor and effect, and to secure the payment of all other indebtedness under the Loan Documents and the performance and observance of all covenants and conditions contained in the Loan (collectively referred to as the "Liabilities'), does hereby convey, warrant, mortgage, assign, pledge, and grant a security interest to the Secured Party, its successors and assigns, in all and singular of the Grantor's right, title and interest in and to the properties, rights, interests and privileges described below and all proceeds thereof (all of which properties, rights, interests and privileges hereby mortgaged, assigned, pledged and granted or intended so to be, together with all proceeds thereof, are hereinafter collectively referred to as the "Collateral"): (i) all of the Grantor's rights, title and interests in the Equipment (including the Airframe, the Engines, and the Parts) and substitutions and replacements of any of the foregoing; and (ii) any and all service and warranty rights related to the Equipment, including without limitation the Engines, and claims under any thereof; and (iii) all proceeds of any or all of the foregoing, whenever acquired, including, but not limited to, the proceeds of any insurance maintained with respect to any of the foregoing and all proceeds payable or received with respect to any condemnation, expropriation, requisition or other Event of Loss, or the proceeds of any warranty; and (iv) the Purchase Agreement and the Bill of Sale, together with all rights, powers, privileges, options and other benefits of the Grantor under the Purchase Agreement and the Bill of Sale. The conveyance, warranty, mortgage, assignment, pledge and security interest created hereunder in all of the foregoing Collateral are effective and operative immediately, and shall continue in full force and effect until the Grantor shall have made such payments and shall have duly, fully and finally performed and observed all of its agreements and covenants and provisions then required hereunder and under the other Loan Document Section 1.2 Filing of Financing Statements and Continuation Statements. Secured Party is hereby authorized by Grantor to file UCC financing statements and amendments thereto, listing Grantor as debtor, and Secured Party and/or its assigns, as secured party, and describing the Collateral, and assignments and amendments thereof. The Grantor, at the request of the Secured Party, will execute and deliver to the Secured Party for filing, if not already filed, such financing statements or other documents and such continuation statements with respect to financing statements previously filed relating to the conveyance, warranty, mortgage, assignment, pledge and security interest created under this Agreement in the Collateral and any other documents that may be required in order to comply with the Act or other applicable law or as may be specified from time to time by the Secured Party. Delivery and Acceptance. SECURED PARTY SHALL HAVE NO OBLIGATION TO ADVANCE ANY FUNDS TO BORROWER UNI FSS AND UNTIL SECURED PARTY SHALL HAVE RECEIVED A BORROWER'S ACKNOWLEDGMENT (Certificate of Acceptance) RELATING TO THE EQUIPMENT FITCUTED BY BORROWER. Such Grantor's Acknowledgment shall constitute Grantor's acknowledgment that such Equipment (a) was received by Grantor, (b) is satisfactory to Grantor in all respects, (c) is suitable for Grantor's purposes, (d) is in good order, repair and condition, (e) operates properly, and (f) is subject to all of the terms and conditions of the Loan Documents. Grantor's execution and delivery of a Grantor's Acknowledgment shall be conclusive evidence as between Secured Party and Grantor that the Equipment described herein is in all of the foregoing respects satisfactory to Grantor, and Grantor shall not assert any claim of any nature whatsoever against Secured Party based on any of the foregoing matters; provided, however, that nothing contained herein shall in any way bar, reduce or defeat any claim that Grantor may have against the Seller, supplier or any other person (other than Secured Party). ARTICLE 2. COVENANTS Section Ii Ownership and Liens. The Grantor will not sell, lease, assign or transfer its interest in the Aircraft, the Airframe or any Engine or directly or indirectly create, incur, assume or suffer to exist any Lien on or with respect to its interest in the Aircraft, the Airframe or any Engine, except for: (a) Liens in favor of the Secured Party; and (b) mechanics' or other like Liens arising in the ordinary course of business for amounts which are not material and the payment of which is either not yet due or is being contested in good faith by appropriate proceedings so long as such proceedings do not, in the Secured Party's opinion, involve any material danger of the attachment, sale, forfeiture or loss of any item of Equipment or any interest therein (including the Lien of the Secured Party). The Grantor will promptly, and in any event Form No.: AIR 02-501.802 Page I of 12 0 33,2y/3/4,509 01(4-) kt,t_clo Oft 6 ft is //An-423 EFTA00151931 EFTA00151932 within. five (5) days, take (or cause to beraked sut act,n atrayle nekissani to °charge any such Lien not excepted above if the same shall arise at anytime. .0 0 I-) Seedon 1.4 Registration and operation. (a) Grantor, at its own cost and expense, shall cause the Aircraft to be duly registered in the name of Grantor as owner and subject only to Secured Party's first priority security interest, and at all times thereafter to remain duly registered, in the name of the Grantor as owner with the FAA pursuant, to the Act. The Grantor agrees that it will not utilize any item of Equipment in violation of any law or any rule, regulation or order (including, without limitation, concerning alcoholic beverages or prohibited substances) of any governmental authority having jurisdiction (domestic or foreign) or in violation of any airworthiness certificate, license or registration relating to any item of Equipment issued by any such authority, except to the extent such violation is not material or the validity or application of any such law, rule, regulation or order is being contested in good faith and by appropriate proceedings (but only so long as such proceedings do not, in the Secured Party's opinion, involve any material danger of the sale, forfeiture or loss of such item of Equipment, or any interest, including the Secured Party's security interest, therein). (b) Without the express prior written consent of Secured Party, which consent shall not be unreasonably withheld, the Grantor shall not utilize the Aircraft outside of the continental United States and Canada. Grantor shall give Secured Party prior notice of use of the Aircraft outside of the continental United States and Canada. (c) The Grantor agrees that it will not utilize any item of Equipment in any area excluded from coverage by the insurance required by the tams of Article 4. Section 1.5 Records and Reports. The Grantor shall cause all records, logs and other materials required by the FAA and any other governmental authority having jurisdiction to be maintained in respect of each item of Equipment. Grantor shall promptly furnish or cause to be furnished to the Secured Party such information as may be required to enable the Secured Party to file any reports required to be filed by the Secured Party with any governmental authority because of the Secured Party's interests in any item of Equipment. Section 1.6 Maintenance. (a) Grantor, at its own cost and expense, shall fly, maintain, inspect, service, repair, overhaul and test the Aircraft (including each Engine of same), or shall cause the Aircraft to be maintained, inspected, serviced, repaired, overhauled and tested, under an approved FAA maintenance program and in accordance with (i) all maintenance manuals initially furnished with the Aircraft. including any subsequent amendments or supplements to such manuals issued by the manufacturer from time to time, (ii) all mandatory "Service Bulletins" issued, supplied, or available by or through the manufacturer and/or the manufacturer of any Engine or part with respect to the Aircraft having a compliance date during the term of the Promissory Note and up to twelve (12) months thereafter, and (iii) all airworthiness directives issued by the FAA or similar regulatory agency having jurisdictional authority, and causing compliance with such directives or circulars to be completed through corrective modification or operating manual restrictions, having a compliance date during the term of the Promissory Note and twelve (12) months thereafter. Grantor shall maintain theAircraft in good and safe working order and in substantially the same condition as when originally delivered to Grantor hereunder, ordinary wear and tear excepted. Grantor shall cause the Aircraft to maintain an FAA Airworthiness Certificate at all times other than when the Aircraft as a whole is the subject of an Event of Loss occurrence under Section 1.15. Grantor shall maintain, or shall cause to be maintained, in the English language, all records, logs and other materials required by the manufacturer thereof for enforcement of any warranties or by the FAA. All maintenance procedures required hereby shall be undertaken and completed in accordance with the manufacturer's recommended procedures, and by properly trained, licensed and certified maintenance sources and maintenance personnel, so as to keep the Aircraft and each Engine in as good operating condition as when delivered to Grantor hereunder, ordinary wear and tear excepted, and so as to keep the Aircraft in such operating condition as may be necessary to enable the airworthiness certification of such Aircraft to be maintained in good standing at all times under the Act. Section 1.7 Replacement of Parts. The Grantor, at its own cost and expense, will promptly cause the replacement of all Parts which may from time to time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use for any reason whatsoever. In addition, the Grantor, at its own cost and expense, may permit the removal in the ordinary course of maintenance, service, repair, overhaul or testing of any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use; provided, however, that the Grantor, at its own cost and expense, will cause such Parts to be replaced as promptly as possible. All replacement Parts shall be free and dear of all Liens (except for Permitted Liens), shall be in as good operating condition as, and shall have a value and utility at least substantially equal to, the Parts replaced, assuming such replaced Parts were in the condition and repair required to be maintained by the terms hereof. The Grantor's rights, title and interests in all Parts at any time removed from any item of Equipment shall remain subject to the Lien of this Agreement no matter where located, until such time as such Parts shall be replaced by Parts which have been incorporated in such item of Equipment and which meet the requirements for replacement Parts specified above. Immediately upon any replacement Part becoming incorporated or installed in or attached to any item of Equipment as above provided, without further act, (i) the Grantor's rights, title and interests in such replacement Part shall become subject to the Lien of this Agreement, and such replacement Part shall be deemed part of such item of Equipment for all purposes hereof to the same extent as the Parts originally incorporated in such item of Equipment, and (ii) the Grantor's rights, title and interests in the replaced Part shall be released from the Lien of this Agreement and the replaced Part shall no longer be deemed a Part hereunder. The Grantor shall, not less often than once during each calendar year, provide to the Secured Party written confirmation, in form and content acceptable to the Secured Party, that the Grantor has complied with the provisions of this Section 1.7 Section 1.8 Alterations, Modifications and Additions. The Grantor, at its own cost and expense, shall cause such alterations and modifications in and additions to the Equipment to be made as may be required from time to time to meet the standards of the FAA and of any other governmental authority having jurisdiction and to maintain the certificate of airworthiness for the Aircraft; provided, however, that the validity or application of any such law, rule, regulation or order may be contested in good faith by appropriate proceedings (but only so long as such proceedings do not, in the Secured Party's opinion, involve any material danger of sale, forfeiture or loss of any item of Equipment, or any interest, including the Secured Party's security interest, therein). In addition, the Grantor, at no cost or expense to the Secured Party, may, from time to time, cause such alterations and modifications in and additions to any item of Equipment to be made as the Grantor may deem desirable; provided, that each such alteration, modification and addition is readily removable from such item of Equipment; and provided, further, that no such alteration, modification or addition shall (i) materially diminish the value, utility or condition of such item of Equipment below the value, utility or condition thereof immediately prior to such alteration, modification or addition, assuming the item of Equipment was then of the value and utility and in the condition required to be maintained by the .terms of this Agreement, or (ii) cause the airworthiness certification of the Aircraft to cease to be in good standing under the Act. The Grantor's rights, title and interests in all Parts added to the Aircraft, the Airframe or an Engine as the result of such alteration, modification or addition shall, without further act, be subject to the Lien of this Agreement. Notwithstanding the foregoing sentence of this Section 1.8, so long as no Event of Default shall have occurred and be Form No.: AIR 02.501.802 Page 2 of 12 EFTA00151933 EFTA00151934 continuing, the Grantor may rem e aux Part,if (ihuch-partes in to,And 4t in]replacement of or substitution for, any Part originally incorporated in such item of Equ nedVat elk tistk of Milted' thereof °teeny-Part iri replacement of or substitution for any such Part, (ii) such Part is not required to be incorporated or installed in or attached or added to such item of Equipment pursuant to the terms of this Article 2, and (iii) such Part can be removed from such item of Equipment without causing any material damage thereto. Upon the removal of any Part as above provided, the Grantor's rights, title and interests in such Part shall be released from the li en of this Agreement. Section 1.9 Maintenance of Other Ermines. Each aircraft engine which does not constitute an Engine, but which is installed on the Airframe from time to time, shall be maintained, operated, serviced, repaired, overhauled, altered, modified and tested in accordance with Section 1.6 to the same extent as if it were an Engine. Section 1.10 Payment of Obligations. The Grantor hereby agrees that it will promptly pay or cause to be paid when due all taxes, assessments and other governmental charges imposed with respect to the Collateral (except to the extent being contested in good faith and by appropriate proceedings which do not involve any material risk of loss or forfeiture). Section 1.11 Change of Name or Location. In connection with any change of the name, identity or structure of Grantor that might make the UCC financing statements filed in connection with the transactions contemplated hereby seriously misleading within the meaning of the UCC or any change in the location of the principal place of business of Grantor, Grantor shall (a) duly file appropriate financing statements in all appropriate filing offices prior to such change and (b) give the Secured Party notice of such change and copies of the form of such financing statements at least to Business Days prior to such change. Grantor shall hangar the Aircraft at Elite Aviation, Van Nuys Airport, 7415 Hayvenhurst Place, Van Nuys, CA 91406. Grantor shall supply Secured Party with a waiver of any Lien or claim of Lien against the Aircraft which could be held by any landlord or mortgagee of the hangar or future aircraft storage facility. Grantor shall not remove the Aircraft, or permit the Aircraft to be removed, front its designated home airport for a period in excess of thirty (30) days, without the prior written consent of Secured Party. Section 1.12 Inspection. The Grantor shall permit, at its expense, the Secured Party or any Person designated by the Secured Party to inspect (i) the Aircraft; [provided, however, that as long as no Event of Default has occurred and is continuing, the Secured Party shall not exercise such inspection rights more than once a year or in such a way so as to unreasonably interfere with any Grantor's use of the Aircraft] and (ii) the logs, maintenance records and other records maintained with respect to the Aircraft. Section 1.13 Aircraft Registration. Grantor shall not change the United States Registration Number of the Aircraft without Secured Party's prior written consent. Grantor shall cause to be filed with the FAA an FAA Bill of Sale, the Agreement, an FAA application for aircraft registration and such other documents as may be required under the Act or as otherwise necessary or prudent to cause the Aircraft to be and remain duly registered at all times with the FAA in the name of Grantor as owner and subject only to Secured Party's first priority perfected security interest. Section 1.14 Financial and Other Data. During the term of the Promissory Note and so long as any amounts are outstanding thereunder, Grantor shall furnish Secured Party (a) as soon as available, and in any event within 120 days after the last day of each fiscal year,, financial statements of Grantor and each Guarantor and (b) from time to time as Secured Party may reasonably request, other financial reports, information or data (including federal and state income tax returns) and quarterly or interim financial statements of Grantor and each Guarantor. All such information shall be audited (or if audited information is not available, compiled or reviewed) by an independent certified public accountant. ARTICLE 3. EVENTS OF LOSS Section 1.1$ Event of Loss with Respect to the Aircraft. Upon the occurrence of an Event of Loss with respect to the Aircraft, the Grantor shall give the Secured Party prompt written notice (and in any event within three (3) Business Days after such occurrence) thereof, and the Grantor shall, on or before the Business Day which is the earliest of (i) the thirtieth (3oth) day following the date of the occurrence of such Event of Loss, or (ii) the next Business Day following the receipt of insurance proceeds with respect to such occurrence, pay to the Secured Party the Loss Value. In the event of payment in full by the Grantor of the appropriate Loss Value and all other amounts then due and payable hereunder and under any other Loan Document, the Grantor's rights, title and interest in the Aircraft having suffered the Event of Loss shall be released from this Agreement and the Secured Party shall execute and deliver, at the Grantor's cost and expense, such instruments as may be reasonably required to evidence such release. Section 1.16 Application of Payments from Governmental Authorities or other Persons. Any payments (other than insurance proceeds, the application of which is provided for in Article 4 or Section 1.15) received at any time by the Secured Party or Grantor from any governmental authority or other Person with respect to any Event of Loss, or from a governmental authority with respect to an event which does not constitute an Event of Loss, shall be applied as follows: (a) Such payments shall be applied in reduction of the Grantor's obligation to pay the Loss Value, if not already paid by the Grantor, or, if already paid by the Grantor, shall be applied to reimburse the Grantor for its payment of such amounts. The balance, if any, of such payment remaining thereafter, and after paymcnt of all amounts then due and payable under the Loan Documents, shall be paid to the Grantor. If such payments are received with respect to a requisition for use by the government which does not constitute an Event of Loss, such payments may be retained by the Grantor. (c) Notwithstanding the foregoing provisions of this Section 1.16, any payments (other than insurance proceeds, the application of which is provided for in Article 4) received at any time by the Secured Party from any governmental authority or other Person with respect to any Event of Loss, which are payable to the Grantor, shall not be paid to the Grantor if at the time of such payment an Event of Default or Default shall have occurred and be continuing, in which event all such amounts shall be paid to and held by the Secured Party as security for the Liabilities or, at the Secured Party's option, applied by the Secured Party toward the payment of such Liabilities at the time due in such order of application as the Secured Party may from time to time elect. At such time as there shall not be any Event of Default or Default, all such amounts at the time held by the Secured Party in excess of the amount, if any, which the Secured Party shall have elected to apply as above provided shall be paid to the Grantor. In furtherance of the foregoing, the Grantor hereby irrevocably assigns, transfers and sets over to the Secured Party all rights of the Grantor to any award or payment received.by or payable to the Grantor on account of an Event of Loss. ARTICLE 4. INSURANCE Section 1.17 Insurance. So long as this Agreement is in effect, Grantor shall at all times, without cost or expense to Secured Party, cause policies of insurance in such form, of such type and with insurers of recognized responsibility reasonably satisfactory to the Secured Party, to be procured and maintained on or in respect of the Aircraft, as follows: Form No.: AIR 02-501.802 Page 3 of 12 EFTA00151935 EFTA00151936 • (a) Grantor, ants on coittand ripens shal)maiQain ecaus4to limed.• (I ) comprehensive aircraft liability insurance covering all risks which Secured Party or•Gfakiorkday afcur brroasikfi of the use or operation of the Aircraft in or over any area (including, without limitation, contractual, bodily injury, passenger, public and property damage liability) with respect to the Aircraft in an amount not less than the greater of • (i) SI0,000,000.00 per occurrence and (ii) the amounts of comprehensive aviation liability insurance from time to time applicable to aircraft operated by Grantor (whether owned or leased) of the type of the Aircraft; (2) cargo liability insurance with respect to the Aircraft; (3) all-risk ground and flight aircraft hull insurance covering the Aircraft in motion and not in motion, and fire and extended coverage and ell-risk property damage insurance covering the Engine and all other Items of Equipment while removed from the Airframe, in an amount equal to the greater of the full insurable value of the Aircraft or H0% of the amount of the Loan; and (4) such other insurance against such other risks as is usually carried by similar companies engaged in the same or similar business and similarly situated as Grantor owning or leasing and operating aircraft similar to the Aircraft. All such insurance shall be maintained with insurers of recognized reputation and responsibility (reasonably satisfactory to Secured Party) having a minimum of A- by Best's Key Rating Guide, Category 12, or other rating approved by Secured Party. All insurance policies shall be in a form acceptable to Secured Party. (b) All insurance policies required hereunder shall (I) require 30 days' prior written notice of cancellation, non-renewal or material change in coverage to Secured Party (any such cancellation, non-renewal or change, as applicable, not being effective until the thirtieth (30th) day after the giving of such notice); (2) name the Additional Insureds (as hereinafter defined) as an additional insured under the public liability polities and name Secured Party as sole loss payee under the property insurance policies; (3) not require contributions from other policies held by the Additional Insureds; (4) waive any right of subrogation against the Additional Insureds; (5) in respect of any liability of any of the Additional Insureds, except for the insurers' salvage rights in the event of a Loss or Damage, waive the right of such insurers to set-off, to counterclaim or to any other deduction, whether by attachment or otherwise, to the extent of any monies due the Additional Insureds under such policies; (6) not require that any of the Additional Insureds pay or be liable for any premiums with respect to such insurance covered thereby; (7) be in full force and effect throughout any geographical areas at any time traversed by any Airframe or Engine; (8) contain a clause requiring the insurer to name any assignee of an Additional Insured's interest as an additional insured and a loss payee; and shall provide that all of the provisions thereof, except the limits of liability, shall operate in the same manner as if there were a separate policy covering each Additional Insured; and (9) contain breach of warranty provisions providing that, in respect of the interests of the Additional Insureds in such policies, the insurance shall not be invalidated by any action or inaction of Grantor or any other person (other than an Additional Insured, as to itself only) and shall insure the Additional Insureds regardless of any breach or violation of any warranty, declaration or condition contained in such policies by Grantor or by any other person (other than an Additional Insured, as to itself only). Prior to the first date of funding of the Loan hereunder, and thereafter not less than IS days prior to the expiration dates of the expiring policies theretofore delivered pursuant to this Section, Grantor shall deliver to the Additional Insureds a certificate evidencing the insurance required by this Section; provided, however, that the Additional Insureds shall be under no duty either to ascertain the existence of or to examine such insurance or to advise Grantor in the event such insurance shall not comply with the requirements of this Section. As used in this Section, the term "Additional Insureds" shall mean "KeyCorp, and its subsidiaries and affiliated companies, including Key Corporate Capital Inc. acting through its division Key Equipment Finance? (c) In the event Grantor operates the Aircraft outside the continental United States with the consent of Secured Party, Grantor shall maintain and supply Secured Party proof of the following coverage for all locations which the Aircraft travels to and through: war and allied perils insurance to cover the perils of(i) war, invasion, acts of foreign enemies, hostilities (whether war be declared or not), civil war, rebellion, revolution, insurrection, martial law, military or usurped power or attempts at usurpation of power, (ii) strikes, riots, civil commotion or labor disturbances, (iii) any act of one or more persons, whether or not agents of a sovereign power, for political or terrorist purposes and whether the loss or damage resulting therefrom is accidental or intentional, (iv) any vandalism, malicious act or act of sabotage, (v) confiscation, naturalization, seizure, restraint, detention, diversion, appropriation, requisition for title or use by or under the order of any government (whether civil, military or de facto) or public or local authority and (vi) hijacking, or any unlawful seizure or wrongful exercise of control of the crew in flight. • Section 1.18 Certificates of Insurance. The Grantor agrees to furnish the Secured Party on the Closing Date, and promptly after the terms have been fixed for any renewal of, or changes in any material respect with respect to, the insurance required to be maintained pursuant to this Article 4 (but in no event less frequently than annually), until the Liabilities secured hereby are paid in full, an insurance certificate signed by an independent insurance broker reasonably acceptable to the Secured Party describing in reasonable detail the insurance then carried (or to be carried) on each item of Equipment. The Grantor shall cause such broker to agree to advise the Secured Party in writing at its address set forth in this Agreement, (i) promptly of any default in the payment of any premium and of any other act or omission on the part of the Grantor or otherwise of which such broker has knowledge and which, in such broker's opinion, might invalidate or render unenforceable, in whole or in part, any insurance on any item of Equipment, and (ii) at least thirty (30) days prior to the expiration or termination date of any insurance carried and maintained on any item of Equipment pursuant to this Article 4. The Grantor shall advise the Secured Party of any act or omission which might render insurance unenforceable in whole or in part. Section I.19 Proceeds of Insurance. Any proceeds of insurance received by the Secured Party as a result of an Event of Loss with respect to the Aircraft, shall be applied to reduce the Grantor's obligation to pay the Loss Value, if not already paid by the Grantor, or, if already paid by the Grantor, shall be paid over to the Grantor; provided, however, that if a Default or an Event of Default shall have occurred and be continuing, such proceeds shall be held by the Secured Party as security for the liabilities or, at the Secured Party's option, applied to the payment of the Liabilities in such order as the Secured Party may from time to time elect. In the event of any damage to, or loss, theft or destruction of, the Aircraft by any cause whatsoever not involving an Event of Loss, all insurance proceeds in respect thereof shall be paid to the Grantor in trust for the repair and restoration of the Aircraft to good repair, condition and working order. Section 1.20 No Right to Self-Insure. Grantor shall not self-insure (by deductible, premium adjustment, or risk retention arrangement of any kind) the insurance required to be maintained hereunder, except to the extent of deductibles usually and customarily maintained by companies engaged in the same or similar business as Grantor and operating the same or similar aircraft. Grantor hereby irrevocably appoints Secured Party as Grantor's attorney-in-fact to file, settle or adjust, and receive payment of claims under any such insurance policy and to endorse Grantor's name on any checks, drafts or other instruments in payment of such claims. Grantor further agrees to give Secured Party prompt notice of any damage to or loss of, the Aircraft, or any part thereof. ARTICLE S. EVENTS OF DEFAULT AND REMEDIES Section 1.21 Events of Default; Remedies. (a) As used herein, the term "Event of Default* shall mean any of the following events: (I) Grantor fails to pay any installment of principal or interest on the Promissory Note within ten (so) days after the same shall have become due and payable; (2) Grantor or any Guarantor becomes insolvent or makes an assignment for the benefit of its creditors; (3) a receiver, trustee, conservator or liquidator of Grantor or any Guarantor or of all or a substantial part of Grantor's or such Guarantor's assets is appointed with or without the application or consent of Grantor or such Guarantor, respectively; (4) a petition is filed by or against Grantor or any Guarantor under any bankruptcy, insolvency or similar legislation; (5) Grantor or any Guarantor violates or fails to perform any provision of either the Form No.: AIR 02.501.802 Pasta of 12 EFTA00151937 ; EFTA00151938 Loan Documents or any other loanneaseor edit filreement pt anrpcmOsitiopior urchafe agreement with Secured Party or any other party; (6) Grantor violates or fails to perform any covenifit ot-tepagentifion .madely Grantot in the Loan Documents; (7) any representation or warranty made herein or in any of the Loan Documents, certificates, financial statements or other statements furnished to Secured Party (or Secured Party's parent, subsidiaries or affiliates) shall prove to be false or misleading in any material respect as of the date on which the same was made; (8) Grantor makes a bulk transfer of furniture, fixtures or other equipment or inventory; (9) there is a material adverse change in Grantor's or any Guarantor's financial condition; (10) Grantor merges or consolidates with any other corporation or entity, or sells, leases or disposes of all or substantially all of its assets without the prior written consent of Secured Party; (rr) a change in control occurs in Grantor or any Guarantor; (12) the death or dissolution of Grantor or any Guarantor; (13) any of the liens created or granted hereby, or intended to be granted or created hereby, to Secured Party shall fail to be valid, first priority perfected liens subject to no prior or equal lien; or (14) an additional Lien attaches to the Equipment or the Equipment becomes subject to risk of seizure or forfeiture. Section 1.22 Remedies. The Grantor agrees, to the full extent that it lawfully may, that if one or more Events of Default shall have occurred and be continuing, then in every such case the Secured Party may exercise any or all of the rights and powers and pursue any and all of the remedies available to it hereunder or in any other Loan Document or available to a secured party under the Uniform Commercial Code or any other provision of law or equity; the Secured Party may declare the Promissory Note and all interest thereon and all Liabilities to be immediately due and payable; the Secured Party may exclude the Grantor from the Collateral; and the Secured Party may sell, assign, transfer and deliver, to the extent permitted by law, the Collateral or any interest therein, whether or not the Collateral is in the constructive possession of the Secured Party or the Person conducting the sale, at any private sale or public auction with or without demand, advertisement or notice (except as may be required by law) of the date, time and place of sale and any adjournment thereof, for cash or credit or other property, for immediate or future delivery and for such price or prices and on such terms and to such Persons as the Secured Party in its discretion may determine or as may be required by law; and the Secured Party may otherwise dispose of, hold or use the Collateral, or any part thereof, as the Secured Party in its sole discretion may determine, in each case free and clear of any rights of the Grantor and without any duty to account to the Grantor with respect to any such action or inaction or for any proceeds with respect thereto. It is agreed that ten (to) days' notice to the Grantor of the date, time and place (and terms, in the case of a private sale) of any proposed sale by the Secured Party of the Collateral or any part thereof or interest therein is reasonable. The Secured Party may proceed to enforce its rifts by directing payment to it of all monies payable under any agreement relating to the Collateral, by proceedings in any court of competent jurisdiction for an appointment of a receiver or for the sale of all or any pan of the Collateral possession to which the Secured Party shall at the time be entitled hereunder or for foreclosure of such Collateral, or by any other action, suit, remedy or proceeding authorized or permitted by this Agreement or at law or by equity, and may file such proofs of claim or other papers or documents as necessary or advisable in order to have the claims of the Secured Party asserted or upheld in any bankruptcy, receivership or other judicial case or proceeding. In addition to the foregoing remedies, the Grantor shall be liable for any and all unpaid amounts due hereunder and under the other Loan Documents before, during and after the exercise of any of the foregoing remedies and for all reasonable legal fees and other reasonable costs and expenses of the Secured Party, including, without limitation, attorneys' fees and legal expenses, incurred by reason of the occurrence of any Event of Default or the exercise of any remedies with respect thereto. Section 1.23 Remedies Cumulative. Each and every right, power and remedy herein specifically given to the Secured Party or otherwise in this Agreement or the other Loan Documents shall be cumulative and shall be in addition to every other right, power and remedy herein or therein specifically given or now or hereafter existing at law, in equity or by statute, and each and every right, power and remedy whether specifically herein or therein given or otherwise existing may be exercised from time to time and as often and in such order as may be deemed expedient by the Secured Party, and the exercise or the beginning of the exercise of any power or remedy shall not be construed to be a waiver of the right to exercise at the same time or thereafter any other right, power or remedy. No delay or omission by the Secured Party in the exercise of any right, power or remedy or in the pursuit of any remedy shall impair any such right, power or remedy or be construed to be a waiver of any default on the part of the Grantor to be an acquiescence therein. Section 1.24 Grantor's Waiver of Rictus. To the extent permitted by applicable law, the Grantor hereby waives any rights, now or hereafter conferred by statute or otherwise, which might limit or modify any of the rights or remedies of the Secured Party under or in connection with this Article 6. Section 1.25 Power of Attorney. The Grantor hereby appoints the Secured Party or its designated agent as such Grantor's attorney- in-fact, irrevocably, with full power of substitution, to collect all payments with respect to the Collateral due and to become due under or arising out of this Agreement or any other Loan Document, to receive all moneys (including, but not limited to, proceeds of insurance) which may become due under any policy insuring the Collateral and all awards payable in connection with the condemnation, requisition or seizure of the Collateral, or any part thereof, to execute proofs of claim, to endorse drafts, checks and other instruments for the payment of money payable to the Grantor in payment of such insurance moneys and to do all other acts, things, take any actions (including the filing of financing statements or other documents) or institute any proceedings which the Secured Party may deem to be necessary or appropriate at any time to protect and preserve the interest of the Secured Party in the Collateral, or in this Agreement or the other Loan Documents. Section t.26 Distribution of Amounts Received After an Event of Default. All payments received and amounts realized by the Secured Party with respect to the Collateral after an Event of Default shall have occurred and be continuing (whether realized from the exercise of any remedies pursuant to this Article 5 or otherwise), as well as payments or amounts then held by the Secured Party as part of the Collateral, shall be distributed by the Secured Party in the following order of priority: Firs), somuch of such payments and amounts as shall be required to pay the expenses paid by the Secured Party pursuant to this Ankle 5 (to the extent not previously reimbursed) shall be paid to the Secured Party; &cal, so much of such payments or amounts as shall be required to pay the amounts payable to any Indemnified Party (to the extent not previously reimbursed) shall be paid to such Indemnified Party; MEI, so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid principal amount of the Loan, the accrued but unpaid interest thereon to the date of distribution, indemnification for funding losses, if any, and all other Liabilities, shall be paid to the Secured Party; such payments or amounts to be applied to the amounts so due, owing or unpaid in such order of application as the Secured Party may from time to time elect; and Fourth, the balance, if any, of such payments or amounts remaining thereafter shall be paid to the Grantor. Form No.: AIR 02.501.802 Page 5 of 12 EFTA00151939 . EFTA00151940 . Section 1.27 Suits for F.nflreentent.opal of ety detult% paAtentlif thilLoan beyond any applicable grace period, then, regardless of whether or riot Ittle LUn then beet accelerated, the Secured Party may proceed to enforce the payment of the Loan. The Grantor agrees that, in the case of any default in the payment of the Loan, it will pay the Secured Party such further amount as shall be sufficient to pay the costs and expenses of collection, including reasonable attorneys' fees and expenses. ARTICLE 6. REPRESENTATIONS AND WARRANTIES Section 1.28 Representations, Warranties avid Covenants of Grantor. Grantor represents, warrants and covenants that: (a) Grantor (i) is, and will remain, duly organized, existing and in good standing under the laws of the State set forth in the preamble of this Agreement, (ii) has its chief executive offices at the location set forth in such paragraph, (iii) is, and will remain, duly qualified and licensed in every jurisdiction wherever necessary to carry on its business and operations, and (iv) is and will continue to be a "citizen of the United States", within the meaning of the Title 49, Subtitle VII of the United States Code, as amended and recodified, and the regulations thereunder so long as any Liabilities are due to Secured Patty under the Loan Documents; (b) Grantor has full power, authority and legal right to enter into, and to perform its obligations under, each of the Loan Documents and has full right and lawful authority to grant the security interest described in this Agreement, (c) The Loan Documents have been duly authorized, executed and delivered by Grantor and constitute legal, valid and binding agreements enforceable under all applicable laws in accordance with their terms, except to the extent that the enforcement of remedies may be limited under applicable bankruptcy and insolvency laws; (d) No approval, consent or withholding of objections is required from any governmental body, agency, authority or instrumentality or any other entity with respect to the entry into, or performance by, Grantor of any of the Loan Documents, except such as have already been obtained; (e) The entry into, and performance by, Grantor of the Loan Documents will not (i) violate any of Grantor's organizational documents or any judgment, order, law or regulation applicable to Grantor, or (ii) result in any breach of, constitute a default under, or result in the creation of, any lien, claim or encumbrance on any of Grantor's property (except for liens in favor of Secured Party) pursuant to, any indenture mortgage, deed of trust, bank loan, credit agreement, or other agreement or instrument to which Grantor is a party; (1) There are no suits or proceedings pending or threatened in court or before any commission, board or other administrative agency against or affecting Grantor which could, in the aggregate, have a material adverse effect on Grantor, its business or operations, or its ability to perform its obligations undcr the Loan Documents; (g) All financial statements, if any, delivered to Secured Party in connection with the Liabilities have been prepared in accordance with generally accepted accounting principles, and since the date of the most recent financial statement there has been no material adverse change in Grantor's financial condition or business prospects; (h) Grantor is (or, to the extent that the Aircraft is to be acquired hereafter, will be) and will remain the sole lawful owner and, except as otherwise consented to in writing by Secured Party, Grantor will remain in sole, open and notorious possession of the Aircraft; and Grantor has good and marketable title to the Aircraft, and shall keep the Aircraft free from all security interests, liens and encumbrances whatsoever other than those in favor of Secured Party and Grantor shall defend the Aircraft against all claims and demands of all other persons claiming any interest therein; (i) Grantor shall promptly pay or cause to be paid all taxes, license fees, assessments and public and private charges, that are or may be levied or assessed on or against the Aircraft or the ownership or use thereof, or on this Agreement; (j) If at the time of Grantor's execution of this Agreement, Grantor is not the registered owner of the Airaaft, as shown in the records of the United States Federal Aviation Administration ("FAA") Grantor at its own expense shall immediately register the Aircraft in its name with the FAA and, so long as any Liability is due to Secured Party, Grantor shall not impair such registration or cause it to be impaired, suspended or cancelled, nor register the Aircraft under the laws of any country except the United States of America; (k) Grantor shall promptly notify Secured Party of any facts or occurrences which do or, by passage of time or otherwise, will constitute a breach of any of the above warranties and covenants; (I) Each Engine is greater than 750 rated take-off horsepower; (m) Grantor will furnish to Secured Party (a) as soon as available, but in any event not later than 120 days' after the end of each fiscal year of Grantor, a consolidated balance sheet of Grantor as at the end of such fiscal year, and consolidated statements of income and changes in financial position of Grantor for such fiscal year, all in reasonable detail, prepared in accordance with generally accepted accounting principles applied on a basis consistently maintained throughout the period involved and certified by Grantor's chief financial officer; and (b) promptly, such additional financial and other information as Secured Party may from time to time reasonably request. (n) Grantor has accepted the Aircraft (0) Without Secured Party's prior written consent, Grantor will not sell, convey, transfer, exchange, lease or otherwise relinquish possession or dispose of any Collateral or attempt or offer to do any of the foregoing. ARTICLE 7. SECURITY INTEREST ABSOLUTE. Section 1.29 Security Interest Absolute. All rights of the Secured Party and the security interests granted to the Secured Party hereunder, and all obligations of the Grantor hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of any Loan Document: (b) the failure of the Secured Party to Form No AIR 02.501.802 Page 6 of 12 EFTA00151941 EFTA00151942 assert any claim or Aernantj or then( e anspighd: r rer4dy against the Grantor or any other Person under the provisions of • Oa Loi9Agarnerbny Whet limn umetu or othenvise; or (ii) to exercise any right or remedy against any guarantor of, or collateral securing, any of the Liabilities; (c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Liabilities or any other extension, compromise or renewal of any of the Liabilities; (d) any reduction, limitation, impairment or termination of any of the Liabilities for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Grantor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity. illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any of die Liabilities; (e) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Loan Apxylmat or any other Loan Document; any addition, exchange, release, surrender or nonperfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Liabilities; or (g) any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, the Grantor, any surety or any guarantor. ARTICLE 8. MISCELLANEOUS Section 1.30 GOVERNING LAW. THIS AGREEMENT IS BEING DELIVERED IN THE STATE OF NEW YORK. THIS AGREEMENT, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, SHALL IN ALL RESPECTS BE GOVERNED BY, AND BE CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES. Section 1.31 Notices. Unless otherwise expressly specified or permitted by the terms hereof, all communications, consents and notices provided for herein shall be in writing and shall be, if by telegram or telecopier, deemed to have been given when sent (with electronic confirmation, if sent by telecopier), and if mailed, shall be deemed to have been given three (3) business days after the date sent by registered or certified mail, postage prepaid, to the addresses specified on the signature pages hereof or at such other addresses as may be specified by written notice to the parties hereto. Section 132 Limitation as to Enforcement of Rights. Remedies and Cairns. Nothing in this Agreement, whether express or implied, shall be construed to give to any Person other than the Grantor and the Secured Party any legal or equitable right, remedy or claim under or in respect of this Agreement or any other Loan Document. Section 1.33 Seyerability of Invalid Provisions. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such provision, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Section 1.34 Benefit of Parties, Successors and Assigns; Entire Agreement. All representations, warranties, covenants and agreements contained herein or delivered in connection herewith shall be binding upon, and inure to the benefit of, the Grantor and the Secured Party and their respective legal representatives, successors and assigns; provided, however, that the Grantor may not assign its obligations hereunder. This Agreement, together with the other Loan Documents, constitute the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior understandings and agreements of such parties. Section 135 further Assurances. At any time and from time to time, upon the request of the Secured Party, the Grantor shall promptly and duly execute and deliver any and all such further instruments and documents as may be specified in such request, and as are necessary or desirable to perfect, preserve or protect the security interests and assignments created or intended to be created hereby, or to obtain for the Secured Party the full benefit of the specific rights and powersherein granted, including, without limitation, the execution and delivery of Uniform Commercial Code financing statements and continuation statements with respect thereto, or similar instruments relating to the perfection of the mortgage, security interests or assignments created or intended to be created hereby. Section 136 Performance by Secured Party. In its discretion, the Secured Party may (but shall not be obligated to), at any time and from time to time (regardless of whether or not an Event of Default has occurred), for the account of the Grantor, pay any amount or do any act required of the Grantor hereunder and which the Grantor fails to pay or do at the time required hereunder, and any such payment shall be repayable by the Grantor on demand to the Secured Party, shall bear interest at the Default Rate and shall be secured by the Collateral. Section 137 Indemnity. The Grantor agrees to indemnify the Secured Party from and against any and all claims, losses and liabilities arising out of or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except claims, losses or liabilities resulting from the Secured Party's gross negligence or willful misconduct. Section 1.38 Amendments. Neither this Agreement, nor any of the terms hereof, may be terminated, amended, supplemented, waived or modified orally, but only by an instrument in writing which is signed by the party against whom the enforcement of the termination, amendment, supplement, waiver or modification is sought. Section 1.39 Consent to Jurisdiction. To induce the Secured Party to accept this Agreement, the Grantor irrevocably agrees that, subject to the Secured Party's sole and absolute election, ALL ACTIONS OR PROCEEDINGS IN ANY WAY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL BE LITIGATED IN COURTS HAVING SITUS IN ALBANY, NEW YORK. THE GRANTOR HEREBY CONSENTS AND SUBMITS TO THE JURISDICTIOKOF ANY COURT LOCATED WITHIN ALBANY, NEW YORK, WAIVES PERSONAL SERVICE OF PROCESS UPON THE GRANTOR, AND AGREES THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE BY REGISTERED MAIL DIRECTED TO THE GRANTOR AT THE ADDRESS STATED ON THE SIGNATURE PAGE HEREOF AND SERVICE SO MADE WILL BE DEEMED TO BE COMPLETED UPON ACTUAL RECEIPT. Section 1.40 Waiver of Jury Trial. THE GRANTOR AND THE SECURED PARTY EACH WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO .ENFORCE OR DEFEND ANY RIGHTS (a) UNDER THIS AGREEMENT OR ANY LOAN Form No.: AIR 02.501.802 Page 7 of 12 EFTA00151943 . EFTA00151944 DOCUMENT OR ANY RELATPP R— EAmEpy oA unDEromgAtioelerea INSTRUMENT, DOCUMENT OR AGREEMENT PELIVERED ORWHICH MAY IRTIIRVUTUltrISE MILIVERED IN ON WITH MIS AGREEMENT OR ANY LOAN DOCUMENT OR (b) ARISING FROM ANY LENDING RELATIONSHIP EXISTING IN CONNECTION WITH THIS AGREEMENT, AND AGREES THAT ANY SUCH ACTION OR PROCEEDING WILL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY. THE GRANTOR AGREES THAT ' IT WILL NOT ASSERT ANY CLAIM AGAINST THE SECURED PARTY OR ANY OTHER PERSON INDEMNIFIED UNDER THIS AGREEMENT ON ANY THEORY OF LIABILITY FOR SPECIAL., INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES. Section 1.41 Counterpart Execution. This Agreement and any amendment to this Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when so executed and delivered, shall be an originid, but all such counterparts shall together constitute but one and the same instrument. Fully executed sets of counterparts shall be delivered to, and retained by, the Grantor and the Secured Party. ARTICLE 9. DEFINITIONS Section 1.42 Definitions. In this Agreement, unless the context otherwise requires, the terms defined herein and in any agreement executed in connection herewith include, where appropriate, the plural as well as the singular and the singular as well as the plural. Except as otherwise indicated, all agreements defined herein refer to the same as from time to time amended or supplemented, or the terms thereof waived or modified in accordance herewith and therewith. Unless otherwise defined herein, capitalized terms used herein shall have the meanings given thereto in the Promissory Note. The following terms shall have the respective meanings set forth below: "Act" means the Federal Aviation Act of 1958, as amended from time to time and recodified at 49 U.S.C. § 44101 et seq. "Agreement", "this Agreement•, "hereby", "herein", "hereof', "hereunder" or other like words means this Aircraft Security Agreement, as it may be amended, modified or supplemented from time to time. "Aircraft" shall mean the Airframe together with the Engine(s), whether or not such Engine(s) are installed on the Airframe or any other airframe. "Airframe" shall mean (A) the one (I) 2001 Bell Helicopter Model 430 (excluding,however, the Engine or engines from time to time installed thereon) having the United States Registration Number and manufacturer's serial number specified on Schedule I attached hereto. (B) any and all avionics. appliances, instruments, accessories and pans, and all replacements therefor, which are from time to time incorporated or installed in or attached thereto or which have been removed therefrom, and (C) any replacement airframe which may from time to time be substituted for such Airframe in accordance with the terms of the Agreement. • "Business Day" means a dayother than a Satu ay or Sunday on which the banks are open for business in Albany, New York. "Bill of Sale" means, the Bill of Sale dated by Seller ("Seller") to the Grantor with respect to the Aircraft, as it may be amended, modified or supplemented from time to time. "Closing Date" means the date on which the Secured Party makes the Loan to Grantor pursuant to the Promissory Note. "Collateral" shall have the meaning set forth in Section LI hereof. "Default" means an event which, after the giving of notice or lapse of time, or both, would become an Event of Default. "Default Rate" means the rate per annum set forth in Section 7 of the Promissory Note. "Engine" shall mean 2 each of the Allison 250-C40B having the manufacturer's serial number specified on Schedule I attached hereto (which engine(s) have more than 750 rated takeoff horsepower or the equivalent of such horsepower), whether or not from time to time installed on the Airframe or any other airframe, (2) any replacement engine which may from time to time be substituted for the Engine pursuant to the terms of the Agreement, and (3) in either cast, any and all pans which are from time to time incorporated or installed in or attached to the Engine and any and all parts removed therefrom. "Equipment" means any or all of the Airframe, Engines and Pans. "Event of Default" shall have the meaning set forth in Section 1.21 hereof. "Event of Loss" means, with respect to the Aircraft, the Airframe or any Engine, any of the following events with respect to such item of Equipment: (a) such item of Equipment shall be lost, stolen, destroyed, rendered permanently unfit for its intended use, or irreparably damaged, from any cause whatsoever; (b) such item of Equipment shall be returned to the manufacturer or seller or either of their agents or nominees pursuant to any warranty settlement or patent indemnity settlement; (c) • such item of Equipment shall be damaged to the extent that an insurance settlement is made on the basis of a total loss or a constructive or compromised total loss; (d) such item of Equipment shall be prohibited from use for air transportation by any agency of the Government for a period of six months or more; or (e) such item of Equipment shall be taken or requisitioned by condemnation or otherwise by any governmental Person, including a foreign government or the Government resulting in loss of possession by the Grantor for a period of six months or more. An Event of Loss with respect to the Aircraft shall be deemed to have occurred if an Event of Loss occurs with respect to the Airframe or the Engine which constitutes a part of the Aircraft. "FAA" means the United States Federal Aviation Administration or any governmental Person, agency or other authority succeeding to the functions of the Federal Aviation Administration. "Government" means the federal government of the United States of America or any instrumentality or agency thereof. Form No.: AIR 02.501.802 Page 8 of 12 EFTA00151945 . . EFTA00151946 "Guarantor" means indivifiallygid colectiely, tfy guSantoCpf Gfintorkeliglions7wed to Secured Party. "incorporated In" means incorporated, installed in or attached to or otherwise made a pan of. "Indemnified Parties" means the Secured Party and its successors, assigns, translates, directors, officers, employees, shareholders, servants and agents. "Liabilities" has the meaning given in Section 1.1. "Lien" shall mean any mortgage, pledge, lien, charge, encumbrance, lease or security interest or any claim or exercise of rights affecting the title to or any interest in property. "Loan Documents" means the Promissory Note. the Guaranty and this Agreement. "Loss Value" means 100% of the amount necessary to pay in full, as of the date of payment thereof, the principal and accrued interest on the Loan plus any prepayment premium. "Parts" means all appliances, parts, components, instruments, appurtenances, accessories, furnishings and other equipment of whatever nature (other than a complete engine or engines) whether now owned or hereafter acquired which may from time to time be incorporated in the Airframe or any Engine (and "Part" mans any of the foregoing) or, after removal therefrom, so long as such Parts remain subject to the Lien of this Agreement in accordance with Section 1.7 or Section 1.8 hereof. "Permitted lien" means any Lien referred to in clauses (a) and (b) of Section 1.3. "Person" means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof. "Promissory Note" means that certain Aircraft Promissory Note by Grantor as maker in favor of Secured Party of even date in the amount of 53,300,000.00. "Purchase Agreement" means the Aircraft Sales Agreement dated October I5, 2003, between Seller, and Grantor as Buyer, as it may be amended, modified or supplemented from time to time. "Records" means the records, logs and other material described in Section 1.5. "Seller" means Warner Communications Inc., Time Warner Inc., Home Box Office, Inc., New Line Cinema Corporation, Time Wainer Cabk Inc., Time Warner Interactive Video Group Inc., Turner Broadcasting System Inc., Warner Bros. Entertainment Inc., America Online, Inc., Time Warner Book Group Inc., Time Inc., Time Life Inc., and Wells Fargo Bank Northwest, National Association, as Trustee of the Time Warner Entertainment Company L.P. Trust, (collectively known as "Seller"). "UCC" or "Uniform Commercial Code" means the Uniform Commercial Code as in effect in any applicable jurisdiction. Form No.: AIR 02-501.802. Page') of 12 EFTA00151947 EFTA00151948 0 0 0 0 0 0 0 2 4 4 8 IN WITNESS WHEREOF, the panics have each executed this Aircraft Security Agreement, as of the date set forth above. GRANTOR: RI. X Na Title. Address: lt Attention: STATE OF ) ss.: COUNTY OF LOS AYUM€B On this a(Day) day ofNovember, 2003, before me the subscribe/ personally a peared , who being by me duly sworn, did depose and say; that (s) he resides at and that( of Av jedS County, State of ‘ ..._ VLA a: that (s) he is a , the corporation described in and which executed the foregoing instrument; (Directors of said corporation. NOTAR My Commission Expires: .tbr artD5 Form No.: AIR 02-501.802 Page 10 of 12 EFTA00151949 EFTA00151950 • 0 0 0 0 0 ()sea:1mMpArch: 4 9 KEY CORPORATE CAPITAL INC., acting th By: Name: Title: Address: rkkIlin Blvd. Superior, CO 80027 Attention: Julie A McAllister Telecopier: 720-304-1470 STATE OF C3 0 121..th ) 55.: COUNTY OF plik-td er On this k ( day of No 'ember. 2003, before me the subscriber perso nald Davis, who being by me duly sworn, did depose and say; that he resides at ' ounty, State of Colorado: that he is a of Key Corporate Capital Inc., the corporation described in and which executed the foregoing instrument; and that he signed his name thereto by order of the Board of Directors of said My Commission Expires: —erICA.A1 33 .aNO0- 1 Form No.: AIR 02.301.802 Page 11 of 12 EFTA00151951 EFTA00151952 I ES , 5 0 0 0 0 0 0 0 0 RL AVIATION, LLC Airframe Make and Model: I 2001 Bell 430 Helicopter United States Registration Number: N74RP to become N901RL Airframe Manufacturer's Serial Number: 49078 Engine Make and Model: 2 Allison 250-C40B Engine Manufacturer's Serial Numbers: 844167 and 844169 AVIONICS: Honeywell IHAS8000 system with KMD850, ART2000 and KTA870 TAS Mark XXII EGPWS Honeywell GNS-XLS enhanced with AFIS ELT-100.406 ELT with GPS Interface BF Goodrich WX-500 Stormscope System Secondary Transcal SSI20 Blind encoder MST67A Secondary Transponder System Shadin ADC-2000 System AFCS w/Flight Director and 4-tube EFIS VHF Comm"' and #2 ADF AC Inverter #2 DME Transponder Avionics Master Switch Nav NI and #2 Gold Crown Harness Radar Altimeter Standby Attitude Indicator Additional EquipmenVicatures Environmental Control System Spirent Cabin Information Display System with 6.4" Monitor Aux. Fuel Provisions and Tank Dual Controls Particle Separator Snow Baffles Co. Pilot wheel and Brakes ICS Retractable Landing gear Heated bird proof windshield Emergency Floats Baker Chime/Page M3071 System for Cabin Cabin ICS and Paging System - 5 aft positions Cabin Am/Fm/CD Entertainment System with IR Remote Control and Touch Control Panels Four Cabin speakers Cabin mounted temperature controls (included with stereo system controls) Cellular telephone with front and rear handsets — analog/digital with cockpit ICS and cabin/cockpit call light feature Passenger door activated lights Strobe lights on aircraft belly Main and tail rotor recognition lights Pulsating forward recognition lights 120v ac cabin outlets (2) 250 VA inverter (laptop power) Rechargeable flashlights (2) Interior: 6 passenger interior with 3 forward facing seats and 3 aft facing seats. Cabin floor carpet plus I spare Mechanically operated limo window Custom wood finish trim on doors, limo window and vertical tunnel. Gold plated cabin hardware Cabin Fire extinguisher Refreshment Center Baggage Floor Protector Cockpit Features: Cockpit kick plates Bose Series X headsets for crew plus I spare Cockpit map case Sheepskin coven for crew positions Cockpit storage pockets Rosen Sunvisors, Pilot and Co-Pilot Form No.: AIR 02-501.802 Page 12 of 12 EFTA00151953 EFTA00151954 0 0 0 0 0 0 0 2 4 5 1 CU: 55644 LN: 55645 Lae: 8800023147 THIS IS A CERTIFICATE ACKNOWLEDGING ACCEPTANCE OF THE EQUIPMENT FOR PURPOSES OF THE BELOW-REFERENCED LOAN DOCUMENTS. THIS IS NOT A DELIVERY RECEIPT. Borrower Acknowledgment (Certificate of Acceptance) All the items of Equipment covered by a Promissory Note dated as of November j-)._6 2003 by the undersigned in favor of Key Corpcjate Capital Inc.. acting through its division Key Equipment Finance (*KEE") in connection with an Aircraft Security Agreement dated as of November 2003 between KEF, as Secured Party, and the undersigned, as Grantor (collectively, the 'Loan Documents'): (a) were received by the undersigned. (b) are satisfactory to the undersigned in all respects and are acceptable to the undersigned for financing under the Loan Documents, (c) are suitable for the undersigned's purposes, (d) are in good order, repair and condition, (e) have been installed and operate properly, and (f) are subject to all of the terms and conditions of the Loan Documents. Dated: k1 0,5 -03 RL A This Certificate is executed in multiple counterparts to facilitate FM filing. Each counterpart, X when executed and delivered, shall be an original, but all such counterparts shall together constitute but one and the same instrument. Nam Title: - — Fcern No AIFt02.502 203 Page 1 of 1 EFTA00151955 EFTA00151956 FILED WITH FAA AIRCRAFT I',7•?:STR.r."!Ti BR 2O03 NOU 25 PM 1 14 OKLifliC:a CITY sf ~• • FORM APPROVED ,_ ... -4 --El 2 4 3 6 OMB No. 2120-0042 UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION FEDERAL Aviirattni eneisiesinanori-NIKE MORROKEY AERONAUTICAL CENTER AIRCRAFT REGISTRATION APPLICATION CERT. ISSUE DATE UNITED STATES REGISTRATION NUMBER N 7 4RP AIRCRAFT MANUFACTURER a MODEL AIRCRAFT SERIAL No. BELL 430 U oEc 2 3 2003 49078 FOR FAA USE ONLY TYPE OF REGISTRATION (Check one sox) IN 1. Individual El 2. Partnership _C7.3. Corporation O 5. Govt. O en 8. on-Ciren 0 4. Co-owner NAME OF APPLICANT (Person(s) shown on evidence of ownership. II Individual. give last name, rat name. and middle initial.) al. R L AVIATION, LLC. TELEPHONE NUMBER: ( C.: 1 8 ) e 38 - 53 S7 ADDRESS (Permanent mailing address for first applicant listed.) Number and street• Rural Route: P.O. Box: CITY STATE 2IP CODE Westlake Village CA 91362 0 CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTIONI Read the following statement before signing this application. This portion MUST be completed. A Nate or dishonest answer to any question in this application may be grounds for punishment by fine and / or imprisonment (U.S. Code. Title 18. Sec. 1001). CERTIFICATION ID I/VVE CERTIFY: (1) Thal the above aircraft is owned by the undersigned applicant. who is a citizen (including corporations) of the United States. (For voting trust. give name of trustee: ) or' CHECK ONE AS APPROPRIATE: ft O A resident alien, with alien registration (Form 1-151 or Form 1.551) No. A non-citizen corporation organized and doing business under the laws of (state) b. 0 and said aircraft is based and primarily used in the United States. Records or flight hours are available for inspection al (2) That the aircraft Is not registered under the laws of any foreign country; and (3) That legal evidence of ownership is attached or has been filed with the Federal Aviation Administration. NOTE: If executed for co-ownership all applicants must sign. Use reverse side If necessary. TYPE ITLE DATE . . EACH PART OF THIS gla r ir I - ITLE arrACA li kr OAT APPLICATION MUST BE SIGNED 11 INK. SIGNATURE TITLE DATE NOTE Pending receipt of the Certificate of Aircraft Registration, the aircraft may be operated for a period not in excess of 90 days, during which time the PINK copy of this application must be canted in the aircraft. AC Form 8050-1 (12/90) (0052-00-628-9007) Supersedes Previous Edition EFTA00151957 EFTA00151958 FILED WITH FAA TRATIONBR AIRCRAFT RECIS 3 2003 NOU .25 P19 1 1 citY OKLAHOMA 'VW 0 0 0 0 0 0 0 2 4 3 1 I I 0 3 16 9 5 UNITED STATES OF AMERICA U.S.DEPARTMENT OF 1TIANSPCRTATION FECCRAL AVIATION ACIAMSTPARON AIRCRAFT BILL OF SALE . .;.;CE . FOR AND IN CONSIDERATION OF S 1.00+o.v.c. THE UNDERSIGNED CO- OWNERS OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES DE:.; 1.3 API 9 37 . REGISTRATION NUMBER . N 74RP „'.'11,1110N. AIRCRAFT MANUFACTURER & MODEL A DM NI St A-IION Bell 430 AIRCRAFT SERIAL No. 49078 DOES THIS DAY OF f) 61) , November, 2003, HEREBY SELL,e.gc'~1 TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS . Do Not Writ* In Thlo Block IN AND TO SUCH AIRCRAFT UNTO: FOR FM USE ONLY NAMES: U RL Aviation, LLC R C H A S E DEALER CERTIFICATE NUMBER AND TO ITS SUCCESSORS AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF WE HAVE SET OUR HAND AND SEAL THI AY OF November, 2003. NAME(S) OF SELLER SIGNATURE(S) TITLE (TYPED OR PRINTED) ON IMO OF EXECUTED (TYPED OR PRINTED). FOR COOVONERSNIP, ALL MUST Mt) S E Senior Vice President Warner Communications Inc. L AND THE OTHER SELLERS NAMED ON E THE SIGNATURE PAGES ATTACHED R HERETO S Nu) 1O deo 0 33.2g 3 / &VD $ 5- I I / 2S103 12/18867.1. EFTA00151959 EFTA00151960 FILED WITH FAA BR AIRCRAFT REGISTRATION 2003 NOU 25 PP1 1 13 OKLAHOMA CITY OKLAHOMA • 0 0 0 0 0-0 0.2 4 3 2 AIRCRAFT BILL OF SALE Bell 430 model 0-V aircraft, MSN 49078, N74RP • TIME WARNER INC.. HOME BOXOFFICE, INC: NEW LINE CINEMA CORPORATION TIME WARNER CABLE TIME WARNER INTERACTIVE VIDEO GROUP INC. d/b/a MYSTRO TV By Name: Title: senior ice restato an on ehalf of each of the above corporations EFTA00151961 •\ •• • VIOVIV110 V":01-/1)1.0 1.110 £j I lila S2 I1014 14011VIIIStac: 1;V2OkilV 0311A ltd 1 tut: EFTA00151962 AIRCRAFT BILL OF SALE Bell 430 model G-V aircraft, MSN 49078, N74RP AMERICA ONLINE, INC. TIME WARNER BOOK GROUP INC. By: Name Title: Vice President of and on behalf of each of the above corporations EFTA00151963 EFTA00151964 FILED WITH FAA AIRCRAFT ROW:RATION BR 20:13 NOU 25 Pirt 1 13 0KLAIiul.:.;, CITY OKLAIIOiiA 0 0 0 0 0 0 0 2 4 3 4 AIRCRAFT BILL OF SALE Bell 430 model G-V aircraft, MSN 49078, N74RP TIME INC. TIME LIFE INC. Vice President of and on behalf of each of the above corporations EFTA00151965 EFTA00151966 FILED W:TH FAA AIRCRAFT RECHITRAT:ON BR 200 NOU 25 NI 1 13 OKLAI.0:4A CITY OKLAHOMA 0 0 0 0 AIRCRAFT BILL OF SALE Bell 430 model G-V aircraft, MSN 49078, N74RP • _TIME WARNER ENTERTAINMENT COMPANY, L.P. TRUST By: WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, not in its individual capacity, but solely as Trustee EFTA00151967 EFTA00151968 FILED WITH FAA AIRCRAFT RECICTRAT:ON BR 103 NOU 25 PP1 1 13 OKL011;0;. ;:‘ CITY OKLAHOMA FORM APPROVED OMB No. 2120-0042 U -O O 0 fl UNITED STATES OF AMERICA DEPAR MEar " NSPORTATlifil 0 F1TTAL tI ATICIAZZ I VR AE TI SF SIAIE T APPLICATION craw." CERT. ISSUE DATE UNITED STATES REGISTRATION NUMBER N 74RP AIRCRAFT MANUFACTURER 8 MODEL Bell 430 ...3 NO V 5 2003 AIRCRAFT SERIAL No. 49078 FOR FAA USE ONLY TYPE OF REGISTRATION (Check one box) O 1. Individual 0 2. Partnership O 3. Corporation J 4. Co-owner O S. Gov't. O 8. /tin-Citizen NAME OF APPLICANT (Person(s) shown on evidence of crooners/tip. If Individual, give Iasi name, first name, and middle Initial.) Warner Communications Ino......and_theL'other ID Cr:- 12 -co -owners attached listed hereto on the Addendum TELEPHONE NUMBER: ADDRESS (Permanent Number and street Rural Route: P.O. Box: CITY STATE ZIP CODE New York New York 10019-6908 O CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Read the following statement before signing this application. This portion MUST be completed. A raise or dishonest answer to any question in this application may be wounds for punishment by fine and / or imprisonment (U.S. Code, Title 18, Sec. 1001). CERTIFICATION 410 UWE CERTIFY: (1) That the above aircraft Is owned by the undersigned applicant, who is a citizen (including corporations) of the United States. (For voting trust give name of trustee: ) Or: CHECK ONE AS APPROPRIATE: a. 0 A resident alien. with alien registration (Foes 1-151 or Fenn 1-551) No. b. ID A non-citizen corporation organized and doing business under the laws of (state) and said aircraft Is based and primarily used in tho United States. Records or flight hours are available for inspection at (2) That the aircraft is not registered under the laws of any foreign country; and (3) That legal evidence of ownership is attached or has been filed with the Federal Aviation Administration. • ip all applicants must sign. Use reverse side if necessary. LIRE Sr. TITLE Vice President of DATE g Warner TITLE Communications Inc. DATE 0 OCA - 2.O I W el 3. 1camou) igna SIGNATURE ure pa es o the remaining TITLE DATE M tlai co-owner applicants are attached. Pending receipt Cl the Certificate of Aircraft Registration, the aircraft may be operated for a period not in excess of 90 NOTE days. during which time the PINK copy of this application must be carried in the aircraft. AC Form 8050-1 (12/90) (0052-00-628-9007) Supersedes Previous Edition EFTA00151969 a • • ••• ••••• gm, • win, Amp • • • • 1111.04Pt9N 0 v .11;1(1.,` A re -titNi-hpitriSnj .. --La e Liu hZ 13Q-6o-6o W'J as flOILVII.L SIO;c1 .1:PAN01.1iti—i'. OZ_-Ii3D • V‘fd H • -t t _; v •• • t:• • . ••••• • EFTA00151970 U 0 0 0 0 0 - 1- 9- 1-41' U0'0 01 0 Q0 0 4 1 0 Addendum to AIRCRAFT REGISTRATION APPLICATION Bell model 430 aircraft, MSN 49078, N74RP NAMES OF ADDITIONAL APPLICANTS: 1. Time Warner Inc. 2. Home Box Office, Inc. 3. New Line Cinema Corporation 4. Time Warner Cable Inc. 5. Time Wanner Interactive Video Group inc. 6. Turner Broadcasting System Inc. 7. Warner Bros. Entertainment Inc. 8. America Online, Inc. 9. Time Warner Book Group Inc. 10. Time I AL. 11. Time Life Inc. 12. Wells Fargo Bank Northwest, National Association, as Trustee of the Time Warner Entertainment Company L.P. Trust 129311.1. EFTA00151971 U te::3'r:71N0 VP10111,1M0 •. A110 CC C 92 120 EN? W4101O7)10 12 9 WY SI' II 118 h2130 EON • VIrd HAW UO8111 (1371.4 EFTA00151972 AIRqtAAT . RX,GtiT ICATION U BeYI.4A: 1:;." V airZraft,IlvIgN 4O78, N74RP U 0 0 0 0 0 0 0 4 1 1 TIME WARNER INC. HOME BOX OFFICE, INC. NEW LINE CINEMA CORPORATION TIME WARNER CABLE INC. TIME WARNER INTERACTIVE VIDEO GROUP INC. d/b/a MYSTRO TV TURNER BROADCASTING SYSTEM, INC. WARNER BROS. ENTERTAINMENT INC. By: Na Title: Senior Vice President of and on behalf of each of the above corporations EFTA00151973 4 U • MARVIN() ? h.I.10 til0E11);nlq Viv0;-;vuo Le 8 WY i77 !30 roe 0£ £1 14 ez IN "4 i.-2183 WV . V kr.i thit tic 11:"•: • • EFTA00151974 u U 0 0:0 0 0 I 9 2 U AIRRAT IaEahlgAjP10141APPLItATION U Bell 430 aircraft, MSN 49078, N74RP TIME INC. TIME LIFE INC. By: N Tit e: ice rest ent o an on e a of each of the above corporations ; ;• • cab 04 EFTA00151975 • I. `4,101-1;41).10,13 moHY-010 AVO ). ti,10;PriX0 OE oz La 8 ILIEJ £WO 173 130 €001 lie tiotitTi21”11.1-'1 tyYd C21‘.4..°M EFTA00151976 O 4_ i 3 U U OduRage+FPRAIS[112A1 ION APPLICATION Bell 430, ":" - aircraft, MSN 49078, N74RP AMERICA ONLINE, INC. TIME WARNER BOOK GROUP INC. By: Name: Title: Vice President of and on behalf of each of the above corporations cisu•• • 1717 ;t : ti: • ••' .) • • I •• EFTA00151977 • vl.".t.r/X171.°N. n0 7. -; ADO oc a" le 8 WY 1111014V7V0 „18 02 ha 130 HC121 COO? ti2 • 11P.I 1919711.1:.:VUOWV 03 7Id EFTA00151978 U . 0 b. 01 AIRCRAF PL CATION U 0 tiellR301 , rc , MSN 49078, N74RP TIME WARNER ENTERTAINMENT COMPANY, L.P. TRUST By: WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, not in its individual capacity, but solely as Trustee EFTA00151979 EFTA00151980 AIRCR AFTFILED WITH FAA .... . . • -.-7 ''... 1;;;C:.":.-•:,ITICII BR • - .1 r R 4)03 OCT 21 P,r:.!:,•• - •" RP) 8 27 25t3 uT 20 PA 3 30 OKLA:40MA u:7T OXLAHOI:A •. c.:*ri (..,..,i..i...--..--:..A cl'o-:','•—• U Q. .0 0 0 0 14 - 2 -41- U00000Q0 4 I S Adaenaum to • AIRCRAFT REGISTRATION APPLICATION Bell model 430 aircraft, MSN 49078, N74RP NAMES OF ADDITIONAL APPLICANTS: I. Time Warner Inc. 2. Home Box Office, Inc. 3. New Line Cinema Corporation 4. Time Warner Cable Inc. 5. Time Warner Interactive Video Group inc. 6. Turner Broadcasting System Inc. 7. Warner Bros. Entertainment Inc. 8. America Online, Inc. 9. Time Warner Book Group Inc. 10. Time AC-• 1 I. Time Life Inc. 12. Wells Fargo Bank Northwest, National Association, as Trustee of the "lime Warner Entertainment Company L.P. Trust 1291811.1. EFTA00151981 EFTA00151982 FILZ•0 waif FAA MECR.17T cr:a; :• 7.74 7icn ..- •.• • • 3R • ,• - -•• -E.1 2003 OCT 21 Rf7 8 27 __T 20 fir9 3 30 um nr, OKLA;;CAfil CU.?' OKLAHOMA C-,i-f- • -.:."A = •" 0000 43 0 0 1 00000000 4 04 J004536 UNITED STATES OF AMERICA U.S DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE CONVEYANCE • FOR AND IN CONSIDERATION OF $ 1.004.o.v.c. THE UNDERSIGNED CO- RECORDED ' ,OWNERS OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITE() STATES 603 NMI 5 API 8 45 REGISTRATION NUMBER N 74RP FED:el:AL /t'i''‘TICI; AIRCRAFT MANUFACTURER 8 MODEL _ Belli 430 AIRCRAFT SERIAL No. 49078 DOES THIS Z of DAY OF October, 2003, HERESY SELL. GRANT, TRANSFER AND DELIVER ALL RIGHTS. TITLE, AND INTERESTS Do Not Writs In This Block IN AND TO SUCH AIRCRAFT UNTO: FOR FAA USE ONLY NAMES' U R The 13 co-owners named on the Addendum attached hereto C H A S E R S DEALER CERTIFICATE NUMBER AND TO THEIR SUCCESSORS AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF WE HAVE SET OUR HAND AND SEAL THIS tat DAY OF October, 2003. NAME(S) OF SELLER SIGNATURE(S) TITLE (TYPED OR PRINTED) (IN INK) (IF EXECUTED (TYPED OR PRINTED) S E Warner Communications Inc. Senior Vice President L L AND THE OTHER SELLERS NAMED ON E THE SIGNATURE PAGES ATTACHED R HERETO S 0 p 62. , - 128867 1 ‘) G-ter-s-t Ckb -04 142A2A11 S EFTA00151983 .• I . • .; non..bn)10 • " OC pi LIU 11-2 as . • • . • . • . ••• " • EFTA00151984 u U 0 0 0 0 0 I-- 9-1C1 u U 0 0 0 0 0 0 4 0 S Addendum to AIRCRAFT BILL OF SALE Bell model 430 aircraft, MSN 49078, N74RP NAMES OF PURCHASERS: 1. Warner Communications Inc. 2. Time Warner Inc. 3. Home Box Office, Inc. 4. New Line Cinema Corporation 5. Time Warner Cable Inc. 6. Time Warner Interactive Video Group inc. 7. Turner Broadcasting System Inc. 8. Warner Bros. Entertainment Inc. 9. America Online, Inc. 10. Time Warner Book Group Inc. 11. Time t NC. 12. Time Life Inc. 13. Wells Fargo Bank Northwest, National Association, as Trustee of the Time Warner Entertainment Company L.P. Trust 1282319.1. EFTA00151985 EFTA00151986 AIR0 FILE.° WI711 •••:„..7. 1- r.',A RAFT FAA • . • .• -I PR 4703 IIEC1STArieri RR OCT zy fin 8 27 1503 OCT 20 firl 3 30 OKLAH CITY CY HO OKLAOMAMA U•0 0 0 0 0 I S- U 0 0 0 0 0 0 0 4 0 a AIRCRAFT BILL OF SALE Bell model 430 aircraft, MSN 49078, N74RP TIME WARNER INC. (-carentuti PrOl— "TLen&LioritarlAc3 TIME WARNER COMPANIES, INC. AMERICAN TELEVISION AND COMMUNICATIONS CORPORATION WARNER MUSIC GROUP INC. WARNER/CHAPPELL MUSIC, INC. WARNER BROS. RECORDS INC. ATLANTIC RECORDING CORPORATION WARNER-ELEKTRA-ATLANTIC CORPORATION WEA MANUFACTURING INC. HBO DIRECT, INC. TIME WARNER CABLE HOLDINGS INC. IVY HILL CORPORATION • TURNER BROADCASTING SYSTEM, INC. •WARNER BROS. ENTERTAINMENT INC. • HOME BOX OFFICE, INC. on behalf of each. of the above corporations EFTA00151987 EFTA00151988 FILED W I FR AIRC RAF ITH FAA Ar.G. .• REGISTRATION BR 1003 OCT 24 a503 OCT z° All 8 27 7- 3 30 OKLAHOMA CITY OKLAHOMA b 0 0 0 0 0 0 0 0 4 0 AIRCRAFT BILL OF SALE Bell model 430 aircraft, MSN 49078, N74RP . TIME INC. BOOK-OF-THE-MONTH CLUB, INC. ENTERTAINMENT WEEKLY INC. . TIME LIFE INC. WARNER PUBLISHER SERVICES INC. SOUTHERN PROGRESS CORPORATION TIME INC. VENTURES NEW CHAPPELL INC. LITTLE, BROWN AND COMPANY (INC.) By: Nam Title: Vice President of and on behalf of each of the above corporations ,} 83qi " •. ,•• EFTA00151989 EFTA00151990 FILED WITH FAA . • AIRCRAFT nsol^TRATION 203 CST 20 R1 3 2 OCT 24 RN 8- 27 G; CY OKLAd•IOMA CiTY OKLAHOMA r. UAL) 0 U0000000 4 0 8 AIRCRAFT BILL OF SALE Bell model 430 aircraft, MSN 49078, N74RP . AMERICA ONLINE, INC. By: •'‘C EFTA00151991 • • • C . . ' ‘; • -0.:'11%.•° • ' 11190101)10 A1!0 fr005 10 8 618 7310 cc c- wu ci•Ju . as h2 130 • •: oTt tail 1:• V. liC1141.3:!;Z:i HIM T0VIV 0.11ti EFTA00151992 CROWE&DUNLEVY ATTORNEYS ANC COUNSELORS AT LAW 100 Years • 1902 - 2002 July 15, 2003 HAND DELIVERED Opp B a 15 2118 Federal Aviation Administration FAA A Registry - Oklahoma City, Oklahoma 73125 Attention: Central Records Re: Request for a Duplicate Certificate Ladies and Gentlemen: Acting on behalf of our clients, AOL Time Warner, Inc., Warner Bros. Records, Inc., IVY Hill Corp., Atlantic Recording Corp., Entertainment Weekly, Inc., Southern Progress Corp., Warner Music Group, Inc., New Chappell, Inc., Warner Elektra Atlantic Corp., Time Inc. Ventures, Warner Bros. Entertainment, Inc., Home Box Office, Inc., America Online, Inc., Turner Broadcasting System, Inc., Time Warner Companies, Inc. Warner Communications, Inc., American Television and Communications Corp., Time Warner Cable, Inc., HBO Direct, Inc., Time Warner Cable Holdings, Inc., Time, Inc., Little Brown and Company, Inc., Book of the Month Club, Inc., Timc Lifc, Inc., Warner Publisher Services, Inc., Warner/Chappell Music, Inc., and WEA Manufacturing, Inc., we hereby request that a Duplicate Certificate of Registration ("the Certificate") be issued for Bell 430 aircraft bearing manufacturer's serial number 49078, U.S. Registration Number N74RP. We have enclosed our check in the amount of $2.00 in payment of the fees involved with this transaction. Once the Certificate has been issued, please send it to the attention of the undersigned in the Public Documents Room. Thank you for your prompt attention in this matter. If you have any problems or questions, immediately contact the undersigned at 031961301402 92.00 07/15/2003 www.eroweclunlevy.com EFTA00151993 ti:0O110 1.11 trAl GS Z1 LW St 3.;1119111V tIOLINVir,117:1 218 OttIll VV 3 EFTA00151994 FORM APPROVED O O 9 0 7 • OMB No. 2120-0042 UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADIONISTTUMONCIE ISONRONET AERONAUTICAL CENTER - AIRCRAFT REGISTRATION APPLICATION CERT. ISSUE DATE 6 UNITED STATES REGISTRATION NUMBER NI 74RP AIRCRAFT MANUFACTURER it MODEL Bell 430 AIRCRAFT SERIAL No. MAY 2 1 2003 49078 FOR FAA USE ONLY TYPE OF REGISTRATION (Check one box) O 1. Indlvldua/ O 2. Partnership 0 3. Corporation a 4. Co-owner 0 5. Gov't. O 8. co N°nCitiron rpora NAME OF APPLICANT (Person(s) shown on evidence of ownership. It Individual, give last name, first name, and (NOON initial) ID The 2:7 co — owners listed on Addendum No. 1 attached hereto TELEPHONE NUMBER:( ) ADDRESS (Permanent mailing address for fbsl applicant listed.) Number and street: Rural Route: P.O. Box: CITY STATE ZIP CODE New York New York 1OO19-69O8 O CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Read the following statement before signing this application. This portion MUST be completed. A false or dishonest answer to any question in this application may be grounds for punishment by fine and / or Imprisonment (U.S. Code. Title 18, Soc. 1001). CERTIFICATION il l CERTIFY: (I) That the above aircraft is owned by the undersigned applicant, who is a citizen (Including corporations) of the United States. (For voting trust. give name of trustee: ) or: CHECK ONE AS APPROPRIATE: a. O A resident alien, with alien registration (Form 1-1St or Form I-5Si) No b. O Anon-citizen corporation organized and doing business under the laws of (state) and said aircraft is based and primarily used in this United States. Records or flight ROWS are OVONthie for inspection at (2) That the aircraft is not registered under the taws of any rerthER COuntry; and (3) That legal evidence of ownership is attached or has been filed with the Federal Aviation Administration. NOTE: Ii executed for co-ownership all applicants must sign. Use reverse side if necessary. TYPE OR PRINT NAME BELOW SIGNATURE SIGNATURE TITLE DATE EACH MT OF THIS See Addendum No. 2 attached hereto fr ara-... -3( I SIGNATURE TITLE DATE 74)Q 3 APPLICATION MUST SE SIGNED IN INK. SIGNATURE TITLE DATE NOTE Pending receipt of the Certificate of Aircraft Registration, the alresaft may be operated for a period not in excess of 90 days. during which lime the PINK copy of this application must be carried In the aircraft. AC Form 8050-1 (12/90) (0052-00-628-9007) Supersedes Previous Edition O -5 O lei 34, 14S `III as EFTA00151995 EFTA00151996 FILFD 'IC A TR P.11O:11 P. Ft MICR ".FT RI.:AS !03 APR 1 All 9 26 O1:LAVICW..^. CIT Y 0 AtiCHA • • • ••••• ••• •••.. • ....... • 0 0 0 0 0 0 7 9 AIRCRAFT REGISTRATION APPLICATION Bell model 430 aircraft, MSN 49078, N74RP Addendum No. 1 NAMES OF APPLICANTS: 1. AOL Time Warner Telephone Number: 2. America Online, In Telephone Number: 3. Turner Broadcastin Telephone Number: 4. Time Warner Comp Telephone Number: 5. Warner Communi Telephone Number: 6. American Televisio ns Corporation Telephone Number: 7. Time Warner Cable Telephone Number: 8. HBO Direct, Inc. Telephone Number: 9. Time Warner Cable Telephone Number: 10. Time Inc. Telephone Number: 11. Little, Brown and C Telephone Number: 12. Book-of-the-Month Telephone Number: 13. WEA Manufacturin Telephone Number: EFTA00151997 EFTA00151998 FILED WITH FAA AIRCRAFT REGISTRATION BR '03 RPR 1 Ril 9 26 OK LA)10tiA CITY. OKI AtiOtit. .••••••••1 00 0 0 0 0 7 9 3 AIRCRAFT REGISTRATION APPLICATION Bell model 430 aircraft, MSN 49078, N74RP Addendum No. 1 14. Warner Bros. Record Telephone Number: 15. Ivy Hill Corporation Telephone Number: 16. Atlantic Recording C Telephone Number: 17. Entertainment Week Telephone Number: 18. Time-Life Inc. Telephone Number: 19. Warner Publisher Se Telephone Number: 20. Southern Progress C Telephone Number: 21. Warner Music Group Telephone Number: 22. Warner/Chappell Mu Telephone Number: 23. New Chappell Inc. Telephone Number: 24. Warner-Elektra-Atl Telephone Number: 25. Time Inc. Ventures Telephone Number: 26. Warner Bros. Enterta Telephone Number: 27. Home Box Office, In Telephone Number: 1224966.1 2 EFTA00151999 EFTA00152000 0.AIRCRAFT RBGISTIkTI6N 2PP6CATION Bell model 430 aircraft, MSN 49078, N74RP Addendum No. 2 AOL TIME WARNER INC. TIME WARNER COMPANIES, INC. WARNER COMMUNICATIONS INC. AMERICAN TELEVISION AND COMMUNICATIONS CORPORATION WARNER MUSIC GROUP INC. WARNER/CHAPPELL MUSIC, INC. WARNER BROS. RECORDS INC. ATLANTIC RECORDING CORPORATION WARNER-ELEKTRA-ATLANTIC CORPORATION WEA MANUFACTURING INC. HBO DIRECT, INC. TIME WARNER CABLE HOLDINGS INC. IVY HILL CORPORATION TURNE By: Nam Title: Senior Vice President o nd on behalf of each of the above corporations EFTA00152001 EFTA00152002 .0 0 3 0 1 f) 0 7 9 S AIRCRAFT REGISTRATION APPLICATION Bell model 430 aircraft, MSN 49078, N74RP Addendum No. 2 AMERICA ONLINE INC. By: Nam Title: ice rest en EFTA00152003 EFTA00152004 .,0 0 0 0 0 0 0 7 9 S AIRCRAFT REGISTRATION APPLICATION Bell model 430 aircraft, MSN 49078, N74RP Addendum No. 2 TIME INC. BOOK-OF-THE-MONTH CLUB, INC. ENTERTAINMENT WEEKLY INC. TIME LIFE INC. WARNER PUBLISHER SERVICES INC. SOUTHERN PROGRESS CORPORATION TIME INC. VENTURES NEW CHAPPELL INC. LITTLE, BROWN AND COMPANY (INC.) By: Title: Vice President of and on behalf of each of the above corporations EFTA00152005 I EFTA00152006 . O.0 0 0 0 0 0 7 9 7 AIRCRAFT REGISTRATION APPLICATION Bell model 430 aircraft, MSN 49078, N74RP Addendum No. 2 By11111111_ t e: emor ice rem en EFTA00152007 EFTA00152008 0 0 0 0 0 0 0 7 9 AIRCRAFT REGISTRATION APPLICATION Bell model 430 aircraft, MSN 49078, N74RP Addendum No. 2 HOME By: Title: Senior Vice Pres ent EFTA00152009 EFTA00152010 . . 0 0 0 0 0 0 0 7 9 9 AIRCRAFT REGISTRATION APPLICATION Bell model 430 aircraft, MSN 49078, N74RP Addendum No. 2 TIME By: fi e: error ice rest t EFTA00152011 EFTA00152012 eR T 113 RR 1 RN 9 26 CITY OttLtai ;TIt. • •• •.) .% UNITED STATES CF AMERICA n n n ei %Iv 0 2 0 1 5 9 US. DEPARTMENT & TRiwSPORTATICN FEDERAL MASTIONO ACOAIMSTRADON - 0 0 0 0 3 8 3 AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $ 1.00+0.V.C. CONVEYANCE THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS RECORDED FOLLOWS: UNITED STATES N 74RP REGISTRATION NUMBER AIRCRAFT MANUFACTURER & MODEL 2003 PM? 21 nfl 7 59 Bell 430 AIRCRAFT SERIAL No FEDER:1 AVIATION 49078 • ADMINISTRATION DOES THIS 36 4-DAY OF Mini. , 2003, HEREBY SELL, GRANT, TRANSFER AND Do Not Write In This Dock DELIVER AU. RIGHTS, TITLE, AND INTERESTS FOR FAA USE ONLY IN AND TO SUCH AIRCRAFT UNTO: NAME AND ADDRESS (IF INDIVIDUALISE GIVE LAST NAAIE FIRST Pia AND MIDDLE INITIAL) R C The .c27 co-owners listed on Addendum No. 1 attached hereto H A S E R DEALER CEJIDFICATE Romani AND WARRANTS TLE THEEOF IN TESTIMONY WHEREOF Y,E HAVE SET OUR HAND MID SEAL THIS 3 . -- DAY OF Metniev , 2003. NAMES) OF SELLER siGNATuRus) ma (TINED OR mono ming OF EXECUTED memo co Armoun FOR COOMMEXISINP. AU. IlliST SOON) S E L See Addendum No. 2 attached L hereto E R ACKNOWLEDGMENT (NOT REQUIRED FOR PURPOSES OF FM RECORDING. HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC FORM 92602 (9/92) (NSN ODS2430-629-0303) Sanas Previous E . 1220739.1. COSt EFTA00152013 ' • VW0W11)!O A 110 In:C.11'41)10 VHOP 93 T. 8d9 CO. Alto Vi:• !!7•17; • .13VH3dIV vriti co, eg KOLL EIS:n3d03 1E3 Sh L L'Y 88 Noll v , V Ve it- Fi : • EFTA00152014 A • • • • 4059234 605 n -7 3 NO.790 POI FgA .1) " 04; 02433* 09:03 CROWE DI.M.6.7Y AIRCRAFT BILL OF SALE 49078, N74RP Bell 430 model G-V aircraft, MSN Addendum No. 1 NAMES OF PURCHASERS: 1. AOL Time Warner Telephone Number America Online, In Telephone Numbe 3. Turner lIroadcasti Telephone Numbc Time Wainer Com Telephone Numbe 5. Warner Communi Telephone Numb Corporation 6. American Televis Telephone Num 7. Time Warner Cab Telephone Numb 8. HBO Direct, Inc l'elephone Num 9. Time Warner Ca Telephone Num 10. Time Inc Telephone Num 11. Little, Brown Telephone Num 12. Book-of-the-M Telephone Num 13. WEA Mainstay% Telephone Num EFTA00152015 el EFTA00152016 NO.790 002 04/02/03 09:03. CS0ICAUlie4 V".) 0 l3 3 3 AIRCRAFT BILL OF SALE N74RP Bell 430 model G-V aircraft, MSN 49078, Addendum No. 1 14. Warner Bros. Record Telephone Number: 15. Ivy Hill Corporation Telephone Number: 16. Atlantic Recording Telephone Number: 17. Entertainment Wee Telephone Number: 18. Time-Life Inc. Telephone Number: 19. Warner Publisher S Telephone Number: 20. Southern Progress Telephone Number 21. Warner Music Gro Telephone Number 22. Warner/Chappell Telephone Numbe 23. New Chappell Inc. Telephone Numbe 24. Warner-Elektra-At Telephone Numbe 25. Time Inc. Venture Telephone Numbe 26. Warner Bros. Ern 'Telephone Num 27. Home Box Office Telephone Numb 2 11:5n3.I EFTA00152017 EFTA00152018 FILED IV:in AIRCRAFT RF.r..IST:ZAFA A TIONCA' '03 RPR 8 AP1 7 95 CZ:I. LH;9A CITY exL AtiONA 0 0 0 0 0 0 0 -i2-8-13- 0 0 1 0 1 0 0 3 3 3 AIRCRAFT BILL OF SALE Bell model 430 aircraft, MSN 49078, N74RP Addendum No. 2 AOL TIME WARNER INC. TIME WARNER COMPANIES, INC. WARNER COMMUNICATIONS INC. AMERICAN TELEVISION AND COMMUNICATIONS CORPORATION WARNER MUSIC GROUP INC. WARNER/CHAPPELL MUSIC, INC. WARNER BROS. RECORDS INC. ATLANTIC RECORDING CORPORATION WARNER-ELEKTRA-ATLANTIC CORPORATION WEA MANUFACTURING INC. HBO DIRECT, INC. TIME WARNER CABLE HOLDINGS INC. IVY HILL CORPORATION Title: Senior Vice President of and on behalf of each of the above corporations EFTA00152019 • I. V A I4OPV 1,:tr 17X0 tif7U0 Sh Z Ulf 8 ez; V 8dli to. V.:: le II Vd3,1:' NI it: 037Id EFTA00152020 0 0 0 0 0 0 0 7 3 9- !) 0 0 0 3 i3 7 AIRCRAFT BILL OF SALE Bell model 430 aircraft, MSN 49078, N74RP Addendum No. 2 TIME INC. BOOK-OF-THE-MONTH CLUB, INC. ENTERTAINMENT WEEKLY INC. TIME LIFE INC. WARNER PUBLISHER SERVICES INC. SOUTHERN PROGRESS CORPORATION TIME INC. VENTURES NEW CHAPPELL INC. LITTLE, BROWN AND COMPANY (INC.) By: N Title: Vice President of and on behalf of each of the above corporations EFTA00152021 " 41 V EFTA00152022 . , . U 0 3 3 3 a^ 0 3 3 AIRCRAFT BILL OF SALE Bell model 430 aircraft, MSN 49078, N74RP Addendum No. 2 AMERICA ONLINE, INC. By: it e: ice rest ent EFTA00152023 •• • •• r a a • r V14011v1:40 A113 VI:C11V1NO 93 6 WU T HdU CO. He NOLL e .1.4V ZinlY VVJ 03113 EFTA00152024 0- 0 0 0 0 0 0 '7 7 UNITED STATES OF AMERICA V V 020.15'8 U.S. CEFARTIAENT OF TRANSPORTATION FEDERAL AVIATION ADAWFSTRATION a AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF S 1.00+0.V.C. CONVEYANCE THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS. RECORDED • UNITED STATES REGISTRATION NUMBER N 74RP AIRCRAFT MANUFACTURER & MODEL Bell 430 2003 PIO 21 firl 7 59 AIRCRAFT SERIAL No FEDERAL AVIATION 49078 ADKiNiSTRATION DOES THIS —.); — DAY OF , 2003, HEREBY SELL. GRANT, TRANSFER AND Do Not Write In This Block DELIVER ALL RIGHTS, TITLE, AND INTERESTS FOR FAA USE ONLY IN AND TO SUCH AIRCRAFT UNTO: NAME AND ADDRESS U (IF INDNIOUAL(S). ONE LAST NAME. FAST NAME. NC MIDDLE INITIAL I R C The 24 co-owners listed on Addendum No. 1 attached hereto H A S E R DEALER CERTIFICATE NUMBER AND 0 THEIR SUCCESORS MD ASSIGNS TO HAVE AND TO HOLD SINGUUIRLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TEST iMoNT WHEREOF WE HAVE SET OUR HAND MO SEAL THIS 3t DAY OF Mead. , 2003. MANTIS) OF SELLER SIGNATURES) 1TTLE (TYPt DOR PRIMLO) IM WO OF ExECuno TITHED OR PRNTED) FOR CO-01ANERSHP ALL MUST SCH) S E See Addendum No. 2 attached I. hereto R ACKNOWLEDGMENT (NOT REQUIRED FOR PURPOSES OF FM RECORDING. HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY Of THE INSTRUMENT ) ORIGINAL: TO FAA AC FORM 9350.2 (9/97) (NSW COS2•OO4294OO3) &camas Preen* ELkban 1720739.1. (- 3“-) C '"I ‘ is C-7) EFTA00152025 EFTA00152026 FILED V-ii7H FAA AIRCRAFT RIGISTRATIOM EIR '03 APR 1 API 9 25 OKLAHOMA CITY OKLAHOMA 0 0 0 0 0 0 0 7 7 8 AIRCRAFT BILL OF SALE Bell 430 model G-V aircraft, MSN 49078, N74RP Addendum No. 1 NAMES OF PURCHASERS 1. AOL Time Warner Telephone Number 2. America Online, In Telephone Number 3. Turner Broadcastin Telephone Number 4. Time Warner Com Telephone Number 5. Warner Communi Telephone Number 6. American Televisio s Corporation Telephone Number 7. HBO Direct, Inc. Telephone Number 8. Time Warner Cabl Telephone Number 9. Time Inc. Telephone Number 10. Little, Brown and Telephone Number 11. Book-of-the-Month Telephone Number 12. WEA Manufacturi Telephone Number EFTA00152027 . EFTA00152028 . 0 0 0 n 0 0 0 7 7 9 AIRCRAFT BILL OF SALE Bell 430 model G-V aircraft, MSN 49078, N74RP Addendum No. I 13. Warner Bros. Records Inc. Telephone Number: 14. Ivy Hill Corporation Telephone Number: IS. Atlantic Recording C Telephone Number: 16. Entertainment Weekl Telephone Number: 17. Time-Life Inc. Telephone Number: 18. Warner Publisher Se Telephone Number: 19. Southern Progress C Telephone Number: 20. Warner Music Group Telephone Number: 21. Warner/Chappell Mu Telephone Number: 22. New Chappell Inc. Telephone Number: 23. Warner-Elektra-Atl Telephone Number: 24. Time Inc. Ventures Telephone Number: 1225407,1 2 EFTA00152029 . EFTA00152030 G 0 0 7 8 0 AIRCRAFT BILL OF SALE Bell model 430 aircraft, MSN 49078, N74RP Addendum No. 2 AOL TIME WARNER INC. TIME WARNER COMPANIES, INC. WARNER COMMUNICATIONS INC. AMERICAN TELEVISION AND COMMUNICATIONS CORPORATION WARNER MUSIC GROUP INC. WARNER/CHAPPELL MUSIC, INC. WARNER BROS. RECORDS INC. ATLANTIC RECORDING CORPORATION WARNER-ELEKTRA-ATLANTIC CORPORATION WEA MANUFACTURING INC. HBO DIRECT, INC. TIME WARNER CABLE HOLDINGS INC. IVY HILL CORPORATION By rt e: error 'Ice rest en I. an on behalf of each of the above corporations EFTA00152031 - EFTA00152032 0 0 0 0 0 0 0 7 8 I AIRCRAFT BILL OF SALE Bell model 430 aircraft, MSN 49078, N74RP Addendum No. 2 TIME INC. BOOK-OF-THE-MONTH CLUB, INC. ENTERTAINMENT WEEKLY INC. TIME LIFE INC. WARNER PUBLISHER SERVICES INC. SOUTHERN PROGRESS CORPORATION TIME INC. VENTURES NEW CHAPPELL INC. By Title: Vice President of and on each of the above corporations EFTA00152033 EFTA00152034 . 0 0 0 0 0 0 0 7 3 2 AIRCRAFT BILL OF SALE Bell model 430 aircraft, MSN 49078, N74RP Addendum No. 2 AMERICA ONLINE, INC. Title: Vice President EFTA00152035 EFTA00152036 °° 3 0 0 % 0 7 8 3 AIRCRAFT BILL OF SALE Bell model 430 aircraft, MSN 49078, N74RP Addendum No. 2 LITTLE, BROWN AND COMPANY (INC.) By: Name: Senior Vice President EFTA00152037 EFTA00152038 . 0 0 0 0 0 0 0 7 8 4 AIRCRAFT BILL OF SALE Bell model 430 aircraft, MSN 49078, N74RP Addendum No. 2 TIME WARNER ENTERTAINMENT COMPANY, L.P. TRUST By: WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, not in its individual c. acity, but solely as Trustee By e: ice ent EFTA00152039 EFTA00152040 FILED V1;7;•! • taRcitt.FT F:tR '03 APR 1 API 9 25 OKLA:H.3ns'. CITY OKL AlIOMA • : X 14 5 3 2 9 0 0 0 0 0 0 0 0 8 5 4 GTC Mana fement Services Inc. / - 3 CONVEYANCE RECORDED 2002 JUN 12 F1P1 11 52 FEDERAL AVIATION ADMINISTRATION DISCLAIMER The undersigned hereby certifies that it claims no title or interest in the Bell Model 430 aircraft with manufacturer's serial number 49078 and United States nationality and registration marks N74RP (the "Aircraft"). The undersigned states that the address change for the Aircraft previously requested is hereby withdrawn and canceled. Dated this 22nd day of April , 2002. GTC MANAGEMENT SERVICES INC. oa // 5/D5 3-7_78 Carcvtion-V) EFTA00152041 EFTA00152042 ' FILED W IT H FAA '02 APR 23 fi f110 50 OKLAH O OKLAHMOA CITY MA /42-f CHANGE OF ADDRESS NOTICE Airworthiness Directives (AD) for a particular make and model of aircraft we mailed to the aircraft owners using the permanent mailing address on file with the FAA Registry. If you need to change your address, YOU MUST SIGN THIS FORM AND MAUL TO FAA Aircraft Registration A revised Certificate of Aircraft Registration will be mailed to you without charge. SIGNATURE REQUIREMENTS MAIL TO: Individual Owner must sign FAA Aircraft Registry, AFS-750 Parinotship, a general partner must sign Mike Monroney Aeronautical Center Co-owner. each co-owner must sign continuing as necessary on an PO Box 25504 attached Sheet Government any authorized person may sign Oklahoma Gay, OK 73125-0504 AIRCRAFT REGISTRATION I: N 7 vi. p SERIAL I LI , 7,) MAKE: e &LI_ MODEL: e ii 07 0 ADDRESS CHANGE REQUESTED CANCELLATION OF REGISTRATION REQUESTED NAME OF CERTIFICATE HOLDER AMfLiNA O/Y‘/I`/."- /HC (Check applicable block, sign, end date) rkirtat. 1. Aircraft Sold To: (Purchaser's name arid Address) Poi- Time witamm. INc non, 41.0 4,Ipteig. C STREET Rom koN .k1v9 1•1\I O 3. Montt Exported To: COUNTRY O 4. Other, SP•clIIT: I (4,43 recluses cencelledon at regIstrMlon for the stove reason. TITLE DATE SIGNATURE (IN INK) TITLE DATE ecii 4094 7— 2-20-0a CO: GIG /46-air se--pmcs .S Coo il) /7- 7- r -Odt C(-X EFTA00152043 EFTA00152044 '.',11- 1-1FAA ,:lOtSTR TIONcn '02 FEI3 27 RITI 8 52 CITY CI:Lt.:1014A • FORM APPROVED 1. OMB No. 2120-0042 9 9 7 3 iiIkEEDIThTES /14"6F AMERICA DEPARTMENT OF TRANSPORTATION FrDCRILL AVIATION ADMINISTRAllON-MIKE LIOMRONLY ALII0 NAUTICAL CENTER 1 1 .--- I-9 AIRCRAFT REGISTRATION APPLICATION CERT. ISSUE DATE REGISNITED TRATION S NUMBER N 74RP AIRCRAFT MANUFACTURER & MODEL Bell 430 AIRCRAFT SERIAL No. NH DEG - 5 lit101 49078 FOR FAA USE ONLY TYPE OF REGISTRATION (Chock one box) 0 1. Individual O 2. Partnership O 3. Corporation lc] 4. Co-owner ID 5. Gov't. O Corporaitiztioenn 8. Non-C NAME OF APPLICANT (Person(s) shown on evidence of ownership. If Individual, give last name, first name, and middle initial.) 4111 The 25 co -owners named on Addendum No. 1 attached hereto TELEPHONE NUMBER: ( ) ADDRESS (Permanent malting address for first applicant listed.) Number and street: Rural Route: P.O. Box: CITY STATE ZIP CODE New York New York 10019 0 CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Read the following statement before signing this application. This portion MUST be completed. A false or dishonest answer to any question In this application may be grounds for punishment try fine and/or impnsonment (U.S. Code, Tide 18, Sec. 1001). CERTIFICATION Ilk IANE CERTIFY: (1) That tho above aircraft Is owned by the undersigned applicant, who is a citizen (including corporations) of the United States. (For voting trust give name of trustee: ) or: CHECK ONE AS APPROPRIATE: a- 0 A resident ation. with alien registration (Form 1-151 or Form 1-551) No b. CI A non-citizen corporation organized and doing business under the laws of (stale) and said aircraft is based and primarily used In the United States. Records or flight hours are available for Inspection at (2) That the aircraft is not registered under the laws of any foreign country; and (3) That legal evidence of ownership is attached or has been filed with the Federal Aviation Administration. NOTE: If executed for co -ownership all applicants must sign. Use reverse side if necessary. TYPE OR PRINT NAME BELOW SIGNATURE SIGNATURE TITLE DA i/ EACH PART OF THIS Sco Addendum No. 2 attached hereto \ lib( SIGNATURE TITLE DATE APPLICATION MUST BE SIGNED IN INK SIGNATURE TITLE DATE NOTE Pending receipt of the Certificate of Aircraft Registration, the aircraft may be operated for a period not in excess of 90 days. during which time the PINK copy of this application must be carried in um aircraft. AC Form 8050-1 (12/90) (0052-O0-628-9007) Supersedes Previous Edition 0131Sq-s-g(O11 C. //-//-0,/ EFTA00152045 • a • • 110 C U hi 11::1 EFTA00152046 0( 0 0 0 0 0 0 2 9 3 I AIRCRAFT REGISTRATION APPLICATION Bell model 430 aircraft, MSN 49078, N74RP Addendum No. 1 NAMES OF APPLICANTS: I. AOL Time Warner Inc. Telephone Number: 2. America Online, In • Telephone Number: 3. Turner Broadcastin Telephone Number: 4. Time Warner Comp Telephone Number: 5. Warner Communi Telephone Number: 6. American Televisio ins Corporation Telephone Number: 7. Time Warner Ente .P. Trust, Wells Fargo Bank Northwest, National Association, Trus Telephone Number: 8. HBO Direct, Inc. Telephone Number: 9. Time Warner Cable Telephone Number: 10. Time Inc. Telephone Number: 11. Little, Brown and C Telephone Number: 12. Book-of-the-Month Telephone Number: EFTA00152047 , it - kg EFTA00152048 '01 0 0 0 0 0 2 9 9 2 11-15 AIRCRAFT REGISTRATION APPLICATION Bell model 430 aircraft, MSN 49078, N74RP Addendum No. 1 13. WEA Manufacturing Telephone Number: 14. Warner Bros. Records Telephone Number: 15. Ivy Hill Corporation Telephone Number: 16. Atlantic Recording C Telephone Number: 17. Entertainment Weekly Telephone Number: 18. Time-Life Inc. Telephone Number: 19. Warner Publisher Se Telephone Number: 20. Southern Progress Co Telephone Number: 21. Warner Music Group Telephone Number: 22. Warner/Chappell Mus Telephone Number: 23. New Chappell Inc. Telephone Number: 24. Warner-Elektra-Atlan Telephone Number: 25. Time Inc. Ventures Telephone Number: 2 EFTA00152049 • it- Ft C 12:1 hi 1113:! TO. EFTA00152050 0.0 7 4 0. 0 0 o 0 2 9 1 ---15 AIRCRAFT REGISTRATION APPLICATION Bell model 430 aircraft, MSN 49078, N74RP Addendum No. 1 NAMES OF APPLICANTS: 1. AOL Time Warner Inc. Telephone Number 2. America Online, In Telephone Number 3. Turner Broadcastin Telephone Number 4. Time Warner Corn Telephone Number: 5. Warner Communi Telephone Number: 6. American Televisio ons Corporation Telephone Number: 7. Time Warner Ente L.P. Trust, Wells Fargo Bank Northwest, National Association, Truste Telephone Number 8. HBO Direct, Inc. Telephone Number 9. Time Warner Cable Telephone Number 10. Time Inc. Telephone Number 11. Little, Brown and Telephone Number 12. Book-of-the-Month Telephone Number EFTA00152051 II— i•Zs. EFTA00152052 0 . 0 600002975 AIRCRAFT REGISTRATION APPLICATION Bell model 430 aircraft, MSN 49078, N74RP Addendum No. 1 13. WEA Manufacturing Telephone Number: 14. Warner Bros. Record Telephone Number: 15. Ivy Hill Corporation Telephone Number: 16. Atlantic Recording C Telephone Number: 17. Entertainment Weekl Telephone Number: 18. Time-Life Inc. Telephone Number: 19. Warner Publisher Se Telephone Number: 20. Southern Progress Co Telephone Number: 21. Warner Music Group Telephone Number: 22. Wamer/Chappell M Telephone Number: 23. New Chappell Inc. Telephone Number: 24. Warner-Elektra-Atlan Telephone Number: 25. Time Inc. Ventures Telephone Number: 2 EFTA00152053 EFTA00152054 ' 0 0' 0 0 0 0 0 2 9 7 •0 AIRCRAFT REGISTRATION APPLICATION Bell model 430 aircraft, MSN 49078,:N74RP Addendum No. 2 AOL TIME WARNER INC. TIME WARNER COMPANIES, INC. WARNER COMMUNICATIONS INC. AMERICAN TELEVISION AND COMMUNICATIONS CORPORATION WARNER MUSIC GROUP INC. WARNER/CHAPPELL MUSIC, INC. WARNER BROS. RECORDS INC. ATLANTIC RECORDING CORPORATION WARNER-ELEKTRA-ATLANTIC CORPORATION WEA MANUFACTURING INC. HBO DIRECT, INC. TIME WARNER CABLE HOLDINGS INC. IVY By: Na Tit e: error ice rest en o an on behalf of each of the above corporations EFTA00152055 II g EFTA00152056 Q Q CkIlaRATOkaIS?RAIOZ APPLICATION Bell model 430 aircraft, MSN 49078, N74RP Addendum No. 2 AMERICA ONLINE, INC. TURNER BROADCASTING SYSTEM, INC. By: Na Title: Vice President of and on behalf of each of the above corporations EFTA00152057 II Co EFTA00152058 0 0 0 AgRditAt IfitG2TaTICM8APPLICATION Bell model 430 aircraft, MSN 49078, N74RP Addendum No. 2 11-5 TIME INC. BOOK-OF-THE-MONTH CLUB, INC. ENTERTAINMENT WEEKLY INC. TIME LIFE INC. WARNER PUBLISHER SERVICES INC. SOUTHERN PROGRESS CORPORATION TIME INC. VENTURES NEW CHAPPELL INC. Vice President of and on behalf of each of the above corporations EFTA00152059 "---4 EFTA00152060 9 0 0 0 0 0 0 0 2 9 7 ll-3 AIRCRAFT REGISTRATION. APPLICATION Bell model 430 aircraft, MSN 49078, N74RP Addendum No. 2 LITTLE, BROWN AND COMPANY (INC.) By: error V ice Fresident EFTA00152061 it - O2- EFTA00152062 0 0 0 0 0 0 0 0 0 2 9 0 AIRCRAFT REGISTRATION APPLICATION iv( Bell model 430 aircraft, MSN 49078, N74RP Addendum No. 2 TIME WARNER ENTERTAINMENT COMPANY, L.P. TRUST By: WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, not in its individual capacity, but solely as Trustee EFTA00152063 11- vuomits.a Ain 1,0 C 1.1J hi nz:i TO . EFTA00152064 UNITED STATES OFAMERICA FORM APPROVED OMB NO. 2120-0042 ARCRFTHILLICIrFSAE U.S. DEPARTMENT 9FrAttIOR IONMEDERn AV1ATIVN AtANISTRVION 1.) 1 H 0 1---8 0 5 0 8 1&OVC I FOR AND IN CONSIDERATION OF S UNDERSIGNED OWNER(S) OF THE FULL LEGAL THE AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CRIBED AS FOLLOWS: 0- 15 UNITED STATES REGISTRATION NUMBER Al CONVEYANCE RECORDED AIRCRAFT MAPNUFAP. CTURER & MODEL 11 430 AIRCRAFT SERIAL No. 49078 2801 DEC 5 AM 11 28 DOES THIS t- t - DAY OF A..)0 V, I _2001 HEREBY SELL, GRANT, TRANSFER AND AVIATION DELIVER ALL RIGHTS, TITLE, AND INTERESTS FrDERAL 1- IN AND TO SUCH AIRCRAFT UNTO: AD I gci GoTOrAPTOI G111 Block FOR FAA USE ONLY NAME AND ADDRESS (IF IN0IVIDUAL(S). GIVE LAST NAME. FIRST NAm.E, AND MIDDLE INITIAL) PURCHASER The 25 co-owners named on Addendum No. 1 attached hereto DEALER CERTIFICATE NUMBER AND TO thej Y. successors nacgcliawimeggikoziws. AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF we HAVE SET our HAND AND SEAL THIS I 1-t I DAY OPAI,Odv, or 2001. NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPED OR PRINTED) (IN INK) (IF EXECUTED (TYPED OR PRINTED) FOR CO-OWNERSHIP. AU. MUST SIGN.) CC See Addendum No. 2 attached hereto LII --I U4 CO ACKNOWLEDGMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER. MAY DE REQUIRED UV LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition exA, tea, EFTA00152065 •• io=ttc A 10 b.— 0 • -• 6 • 60 ho C bjj t n n• to' t . F • II 6. • „ • a EFTA00152066 0 0 0 0 0 0 0 2 9 6 6 AIRCRAFT BILL OF SALE Bell model 430 aircraft, MSN 49078, N74RP Addendum No. 1 NAMES OF CO-OWNERS: 1. AOL Time Warner Inc. 2. America Online, Inc. 3. Turner Broadcasting System, Inc. 4. Time Warner Companies, Inc. 5. Warner Communications Inc. 6. American Television and Communications Corporation 7. Time WamerEntertainmentCompany, L.P. Trust, Wells Fargo BankNorthwest,National Association, Trustee 8. HBO Direct, Inc. 9. Time Warner Cable Holdings Inc. 10. Time Inc. 11. Little, Brown and Company (Inc.) 12. Book-of-the-Month Club, Inc. 13. WEA Manufacturing Inc. 14. Warner Bros. Records Inc. 15. Ivy Hill Corporation 16. Atlantic Recording Corporation 17. Entertainment Weekly, Inc. 18. Time-Life Inc. 19. Warner Publisher Services Inc. 20. Southern Progress Corporation 21. Warner Music Group Inc. 22. Warner/Chappell Music, Inc. 23. New Chappell Inc. 24. Warner-Elektra-Atlantic Corporation 25. Time Inc. Ventures 10340773. EFTA00152067 10--ta_. EFTA00152068 0 @IR 0 0model 0 0 Bell BILL geF RALE 430 aircraft, DISN 49078, N74RP Addendum No. 2 '0- I( AOL TIME WARNER INC. TIME WARNER COMPANIES, INC. WARNER COMMUNICATIONS INC. AMERICAN TELEVISION AND COMMUNICATIONS CORPORATION WARNER MUSIC GROUP INC. WARNER/CHAPPELL MUSIC, INC. WARNER BROS. RECORDS INC. ATLANTIC RECORDING CORPORATION WARNER-ELEKTRA-ATLANTIC CORPORATION WEA MANUFACTURING INC. HBO DIRECT, INC. TIME WARNER CABLE HOLDINGS INC. NY By: Na Title: Senior Vice President of and on behalf of each of the above corporations EFTA00152069 EFTA00152070 , .• • ' 00000002 AIRCRAFT Wm OF 9SAL ° Bell model 430 aircraft, USN 49078, In4RP to-9 Addendum No. 2 AMERICA ONLINE, INC. TURNER BROADCASTING SYSTEM INC. By: N Ti e: ice I ent o an on e alf of each of the above corporations EFTA00152071 t- EFTA00152072 AWCROF283a,19 0E5SA eell3 inalelv n430'aircr T&Et, MSN 94 078, N74RP ID .Addendum No. 2 TIME INC. BOOK-OF-THE-MONTH CLUB, INC. ENTERTAINMENT WEEKLY INC. TIME LIFE INC. WARNER PUBLISHER SERVICES INC. SOUTHERN PROGRESS CORPORATION TIME INC. VENTURES NEW CHAPPELL INC. Vice President of and on behalf of each of the above corporations EFTA00152073 ID- C9 EFTA00152074 alPmocill r=30 a.tt, VISNQI9068, N74RP Addendum No. 2 to- 5 TIME WARNER ENTERTAINMENT COMPANY, L.P. TRUST EFTA00152075 10-4 EFTA00152076 /AR .. B ZTP 0 0 Full goal 4'10 aircraft cal%F21.4r.,, f•JSNs49068, N74RP Addendum No. 2 10-3 LITTLE, BROWN AND COMPANY (INC.) Senior Vice President EFTA00152077 EFTA00152078 uer 2 9 6 4 0 0 0 0 °A ° BILL OF SALE lc) — Bell model 430 aircraft, MSN 49068, N74RP Addendum No. 2 TW SERVICE HOLDINGS I, L.P. TRUST EFTA00152079 V:.:1"•••••1.,„„t 40 C Lid hr yr, vir Lu. • - ••• EFTA00152080 0 0 0 0 0 2 9 9 3 Special Registration Number ASSIGNMENT OF SPECIAL REGISTRATION NUMBERS (2/ N 7 4RP Aircraft Make and Model USDepartment cif Tronsprtation BELL 4 30 Present Registration Number ' Federal Aviation Serial Number Adrithilitration • 49O78 1 I it 2 1 50 N 6147X Issue Date: ICAO AIRCRAFT ADDRESS CODE JULY 03, 2001 FOR N74RP = 52370 666 This is your authority to change the United States registra- tion number on the above described aircraft to the special • registration number shown. ACM. TIME WARNER I NC Carry duplicate of this form In the aircraft together with the NEw YORK NY 10019 old registration certificate as interim authority to operate the aircraft pending receipt of revised certificate of registration. AMERICA ONLINE INC 1 a Obtain a revised certificate of airworthiness from your near- JURNER BROADCASTING SYSTEN.INC est Flight Standards District Office. J1mE WARNER COMPANIES INC 1 The latest FAA Form 81304, Application i T-AL For Airworthiness on file is dated: ickO' t APRIL 269 2001 The airworthiness classification and category: • DO STD TR ANSE; INSTRUCTIONS: SIGN AND RETURN THE ORIGINAL of this form to the Civil Aviation Registry, AFS-750, within 5 days after the special registration number is affixed on the aircraft. A revised certificate will then be issued. This authority is valid for 90 days from the issue date. 410 The authority to use the special numbePexpires: • JULY 0:”, 200 2 CERTIFICATIO s placed on the RETURN FORM TO: aircract describe .. . . istry, AFS-750 'Signature of Ow a oma i , Oklahoma 73125-0504 Title of Owner: . .5e—tra‘or %to • is / vi4-Gias-vvar i -betc_. • Date Placed on Aircraft: 2,1 t 2-0O t AC Form 8050-64 (6/96) Supersedes Previous Edition EFTA00152081 1:511.1:1 1'1 Fll 3 04 CITY ••• ••• • • S. EFTA00152082 9, 0,0 0 0 0 0 2 2 8 I 8- June 26, 2001 FAA Aircraft Registry Oklahoma City, Oklahoma go\HLIRP Attention: Central Records Section Ntoietr 17 JUL 0 3 2001 RE: Bell model 430 aircraft with manufacturer's serial number 49078 and United States nationality and registration marks N6147X (the "Aircraft") Ladies and Gentlemen: On behalf of Time Warner Companies, Inc. and the other 25 co-owners of the Aircraft, we hereby request that you authorize the change of the United States nationality and registration marks of the Aircraft to N74RP. P_Ildse send the AC Form 8050-64 to us in the Public Documents Room. PGG/ch Enclosure cc: Ms. via telecopy) Mr. (via telecopy) 981155.1. EFTA00152083 EFTA00152084 FILED WITH A AIRCRAFT REGISTRFA ATION BR '01 JUN 28 PP) 2 39 OKLAHOMA CITY OKLAHOMA • • FORM APPROVED 0 0 0 0 _ OMB No. 2120-0042 UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION `ce ocg.) FEDERAI- AVIATION ADRINISTRATIONAIIKE NONTIONET AERONAUTICAL CENTER AIRCRAFT REGISTRATION APPLICATION CERT. ISSUE DATE UNITED STATES 6147X REGISTRATION NUMBER RI AIRCRAFT MANUFACTURER 8. MODEL Bell AIRCRAFT SERIAL No. 430 1-4K JUN 0 6 2001 49078 FOR FAA USE ONLY TYPE OF REGISTRATION (Check one box) 0 1. Individual 0 2. Partnership 0 a Corporation it' 4. Co-owner 0 5. Gov't. 0 8. N°nCitherra Corporation NAME OF APPLICANT (Person(s) shown on evidence of ownership. II individual, give last name, first name. and middle Initial.) 1. See names of co -owners attached on hereto Addendum No. 1 TELEPHONE NUMBER:( ) ADDRESS (Permanent mailing address for first applicant listed.) Number end street Rural Route: P.O. Box: CITY STATE ZIP CODE New York New York 10019 • CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Read the following statement before signing this application. This portion MUST be completed. A false or dishonest answer to any question in this application may be grounds tor punishment by tine and / or imprisonment (U.S. Coda Title 18, Soc. 1001). III INVE CERTIFY: CERTIFICATION (1) That the above aircraft Is owned by the undersigned applicant, who Is a dozen (including corporations) of the United States. (For leafing trust, give name of trustee: ) on CHECK ONE AS APPROPRIATE: a O A resident alien, with alien registration (Form 1-151 or Form 1-551) No. b. O A non-citizen corporation organized and doing business under the taws of (state) and said aircraft Is based and primarily used in the United States. Records or flight hours am available for Inspection at (2) That the aircraft is not registered under the laws of any foreign country: and (3) That legal evidence of ownership is attached or has been filed with the Federal Aviation Administration. NOTE: If executed for co-ownership all applicants must sign. Use reverse side if necessary. TYPE OR PRINT NAME BELOW SIGNATURE SIGNATURE TITLE DATE EACH PART Of THIS Signatures of co — owners are on Addendum No. 25-3,0f SIGNATURE aLLachea here Lo DATE TITLE APPLICATION MUST BE SIGNED IN INK. SIGNATURE TITLE DATE [ NOTE Pending receipt of the Certificate of Aircraft Registration, the aircraft may be operated ter a period not in excess of 90 days. during which time the PINK copy of this application must be carried In the aircraft. AC Form 8050-1 (12/90) (0052-00.628-9007) Supersedes Previous Edition Of 0.360/ a/ 5 , $ 5— --57-3/0/ EFTA00152085 t: Vt4OHV1)1O 4O A t) V`r1O14"1` i hT OT AULLIO: V VA 1-11.1/11 EFTA00152086 0 0 0 0 0 0 0 0 4 4 6 AIRCRAFT REGISTRATION APPLICATION Bell model 430 aircraft, MSN 49078, N6147X Addendum No. 1 NAMES OF APPLICANTS: 1. AOL Time Warner Telephone Number: 2. America Online, Inc Telephone Number: Turner Broadcasting • 3 Telephone Number: 4. Time Warner Comp Telephone Number: 5. Warner Communica Telephone Number: 6. American Televisio ions Corporation Telephone Number: 7. Time Warner Ente L.P. Trust, Ray Nowak, Trustee Telephone Number: 8. HBO Direct, Inc. Telephone Number: 9. Time Warner Cable Telephone Number: 10. Time Inc. Telephone Number: 11. Little, Brown and C Telephone Number: 12. TW Service Holding mas W. McDermott, Trustee Telephone Number: 13. Book-of-the-Month Telephone Number: *,451— 45-17 tiet EFTA00152087 rhig • • Vi-1014V1NOlk0 y AIID Vt'OP I TO, hI OT WY £ M EFTA00152088 0 0 0 0 0 0 0 0 4 4 7 7-17 AIRCRAFT REGISTRATION APPLICATION Bell model 430 aircraft, MSN 49078, N6147X Addendum No. 1 14. WEA Manufacturing Telephone Number: 15. Warner Bros. Records Telephone Number: 16. Ivy Hill Corporation Telephone Number: 17. Atlantic Recording C • Telephone Number: 18. Entertainment Weekl Telephone Number: 19. Time-Life Inc. Telephone Number: 20. Warner Publisher Se Telephone Number: 21. Southern Progress Co Telephone Number: • 22. Warner Music Group Telephone Number: 23. Wamer/Chappell Mus Telephone Number: 24. New Chappell Inc. Telephone Number: 25. Warner-Elektra-Atlan Telephone Number: 26. Time Inc. Ventur.c., Telephone Numb& 2 EFTA00152089 EFTA00152090 FILED WITH FAA '01 FlflY 3 an 10 14 OKLariiri.A CITY OKLAHOMA "I-14 . 0 0 0 0 0 0 0 0 4 4 8 2-15 Addendum No. 2 to Aircraft Registration Application for Bell model 430 aircraft, MSN 49078, N6147X Signatures of co-owners: AOL TIME WARNER INC. WARNER COMMUNICATIONS INC. AMERICAN TELEVISION AND COMMUNICATIONS CORPORATION WARNER MUSIC GROUP INC. WARNER/CHAPPELL MUSIC, INC. WARNER BROS. RECORDS INC. ATLANTIC RECORDING CORPORATION WARNER-ELEKTRA-ATLANTIC CORPORATION WEA MANUFACTURING INC. HBO By: N Title: Senior Vice President of and on behalf of each of the above corporations yr EFTA00152091 EFTA00152092 FILED WITH FAA '01 MY 3 10 14 OKLAr:OHA CITY OKLAHOMA • • 0 0 0 0 0 0 0 0 4 4 9 17-13 Addendum No. 2 to Aircraft Registration Application for Bell model 430 aircraft, MSN 49078, 86147X Aignatures of co-owners: AMERICA ONLINE, INC. TURNER BROADCASTING SYSTEM, INC. TIME WARNER CABLE HOLDINGS INC. IVY HILL CORPORATION By: N Title: Vice President of and on behalf of each of the above corporations • la, - • EFTA00152093 EFTA00152094 FILED WITH FAA '01 My 3 RP1 10 14 OKLAHOMA CITY OKLAHOMA • 0 0 0 0 0 0 0 0 0 4 ' Addendum No. 2 to Aircraft Registration Application for Bell model 430 aircraft, MSN 49078, N6147X Signatures of co-owners: TIME WARNER COMPANIES INC. By:11111111 e: error ice rest ent TIME WARNER ENTERTAINMENT COMPANY, L.P. TRUST By: Trustee TW SERVICE HOLDINGS I, L.P. TRUST By: rustee EFTA00152095 EFTA00152096 FILED WITH FAA AMU.. • 7T 1 :..C,I"'" , T1^" '01 ITIA? 3 flrl 10 14 OKLAHOMA CITY OKLAHOMA • • 0000000045 1 Addendum No. 2 to Aircraft Registration Application for Bell model 430 aircraft, MSN 49078, N6147X Signatures of co-owners: TIME WARNER COMPANIES, INC. By: Name: Title: TIME WARNER ENTERTAINMENT COMPANY, L.P. TRUST By: TW SERVICE HOLDINGS I, L.P. TRUST By: Trustee EFTA00152097 EFTA00152098 FILED WITH FAA '01 NW 3 RI1 10 14 OKLAriOMA CITY OKLAHOMA 2-L 0 0 0 0 0 0 0 0 4 5 2 7-7 Addendum No. 2 to Aircraft Registration Application for Bell model 430 aircraft, MSN 49078, N6147X Signatures of co-owners: TIME WARNER COMPANIES, INC. By: Name: Title: • TIME WARNER ENTERTAINMENT COMPANY, L.P. TRUST By: TW SERVICE HOLDINGS I, L.P. TRUST • EFTA00152099 VHOFIV1X0 1,110 VPOWVI20 hi OT LIU C HU TO. V V..4 Hum Cizalt.1 EFTA00152100 0 0 0 0 0 0 0 0 4 5 3 '75 Addendum No. 2 to Aircraft Registration Application for Bell model 430 aircraft, NMSN 49078, N6147x Signatures of co-owners: TIME INC. BOOK-OF-THE-MONTH CLUB, INC. ENTERTAINMENT WEEKLY INC. TIME LIFE INC. WARNER PUBLISHER SERVICES INC. SOUTHERN PROGRESS CORPORATION TIME INC. VENTURES B Title: Vice President of and on behalf of each of the above corporations -6- EFTA00152101 EFTA00152102 7'1 En WITH F iaint.41Ar i AA SCOSTP "• '01 NAY 3 R111 0 14 OK L ArIOMA CIT OKLAHOMA Y • • 0 0 0 0 0 0 0 0 4 5 4 -3 Addendum No. 2 to Aircraft Registration Application for Bell model 430 aircraft, MSN 49078, N6147X Signatures of.co-owners: LITTLE, BROWN AND COMPANY (INC.) By: Name: Senior Vice President • • EFTA00152103 EFTA00152104 WITH FAA '01(48Y 3 flI9 10 14 OKLAHOMA CITY OKLAHOMA • • VG- 0 0 0 0 0 0 0 0 4 5 5 7-I Addendum No. 2 to Aircraft Registration Application for Bell model aircraft, MSN 49068, N6147X Signatures of co-owners: NEW C By: Nam Title: Vice President -8- EFTA00152105 VI-IDHCINO All0 tf1-101-rilY0 hT OT WO 6 AIM TO. • faithSitz EFTA00152106 • n n 0 0 0 0 0 0 4 4 7 Do not write in tins block - to -3 for FAA use only. BILL OF SALE MICROFILM CODE For and in consideration of $ 10.00 & O.V.C. the undersigned owner(s) of the MI legal IC JC and beneficial title of the aircraft described as follows: AIRCRAFT MAKE AND MODEL BELL 430 H K0215 19 MANUFACTURER'S SERIAL NUMBER NATIONALITY AND REGISTRATION MARKS 49078 US N6147X CONVE'::-NCE does this 3rak day of 2001, hereby sell, grant, transfer and RECORDED deliver all rights, title, and interests in d such aircraft unto: NAME AND ADDRESS P (if individual(s), give last name, and middle initial) 2011 JUN 6 P19 1 46 U ION See the Addendum attached hereto for the names of the 26 co-owners. ADWINISTRATION A /successors and to ITS 1488thictflpilthtitaltutita and assigns to have and to hold singularly the said aircraft forever, and certifies that same is not subject to any mortgage or other encumbrance. In testimony whereof I have set MY hand and seal this 26TH day of APRIL, 2001. NAME OF SELLER BELL HELICOPTER TEXTRON INC. • BY (Sign in Ink) or ) TITLE AGER , CREDIT AND FINANCE (If signed for a corporation, partnership, or agent) ACKNOWLEDGEMENT State of TEXAS County of TARRANT On this 26TH day of APRIL., 2001, before me personally appeared the above named seller, to me known to be the person described in and who executed the forgoing bill of sale and acknowledge that he executed the same as his free act and deed, and, if said bill of sale be that of a corporation swore that he was authorized to execute the same. Given under my hand and official seal the day and year written above. (SEAL) My Commission Expires A 2 (-774 elici-eykm iect2b EFTA00152107 EFTA00152108 FILED WITH_ FAA '01 flflY 3 API 1019 OKLAhUilik CITY OKLAHOMA • • *C-1 los 0 0 0 0 0 0 0 0 4 4 4 lo—I AIRCRAFT BILL OF SALE Bell model 430 aircraft, MSN 49078, N6147X Addendum NAMES OF CO-OWNERS: 1. AOL Time Warner Inc. 2. America Online, Inc. 3. Turner Broadcasting System, Inc. 4. Time Warner Companies, Inc. 5. Warner Communications Inc. 6. American Television and Communications Corporation 7. Time Warner Entertainment Company, L.P. Trust, Ray Nowak, Trustee • 8. HBO Direct, Inc. 9. Time Warner Cable Holdings Inc. 10. Time Inc. 11. Little, Brown and Company (Inc.) 12. TW Service Holdings I, L.P. Trust, Thomas W. McDermott, Trustee 13. Book-of-the-Month Club, Inc. 14. WEA Manufacturing Inc. 15. Warner Bros. Records Inc. • 16. Ivy Hill Corporation 17. Atlantic Recording Corporation 18. Entertainment Weekly, Inc. 19. Time-Life Inc. 20. Warner Publisher Services Inc. 21. Southern Progress Corporation 22. Warner Music Group Inc. 23. Warner/Chappell Music, Inc. 24. New Chappell Inc. 25. Warner-Elelctra-Atlantic Corporation 26. Time Inc. Ventures EFTA00152109 EFTA00152110 FILED WITH FAA '01 MAY 3 RBI 10 14 OKLAr100A CITY OKLAHOMA • • FORM APPROVED OMB No. 2120-CO42 0 snhsaAM6 .... SCA ............... dEPARTSAIENT2,# TRAMPOFfTATION 5- / AIRCRAFT REGISTRATION APPLICATION CERT. ISSUE DATE UNITED STATES REGISTRATION NUMBER 61 473T N AIRCRAFT MANUFACTURER & MODEL RFT.T. 410 T APR 2 0 2001 AIRCRAFT SERIAL. No. 49078 FOR FAA USE ONLY TYPE OF REGISTRATION (Check one box) 0 1. Individual 0 2. Partnership 'IC& Corporation 0 4. Co-owner • 5. Gov't. 0 8. 14°^-Cilizal comoration NAME OF APPLICANT (Panor(s) shown on evidence of ownership. If Individual, give last name, first name, and middle initial.) BELT, BEL PIER Ile HURST, TX 76053 TELEPHONE NUMBER: ADDRESS (Permanent ma .) Number and street. Rural Route: RO. Box: 482 CITY STATE ZIP CODE FORT WORTH TX 76101 • CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Read the following statement before signing this application. This portion MUST be completed. A false or dishonest answer to any question in this application may be grounds for punishment by fine and /or imprisonment Code. Tide 18, Soc. 1001). S. . CERTIFICATION UWE CERTIFY: (I) That the above aircraft is owned by the undersigned apogean; who Is a citizen (including corporations) of the United States. (For voting trust, give name of trustee: ) 04: CHECK ONE AS APPROPRIATE: a 0 A resident alien, with alien registration (Form 1-151 or Form 1-551) No. b. Q A non-citizen corporation organized and doing business under the laws of (state) and said aircraft Is based and primarily used in the United States. Records or flight hours are available for inspection at (2) That the aircraft is not registered under the laws of any foreign country; and (a) That legal evidence of ownership Is attachOd or has been filed with the Federal Aviation Administration. NOTE: If executed for co-ownership all applicants must sign. Use reverse side if necessary TYPE OR PRINT NAME BELOW SIGNATURE TITLE DATE EACH PART OF NIS C rYN....O4- -*--O1/4&. 9-. % 04-20-01 TITLE DATE APPLICATION MUST BE SIGNED IN INK. SIGNATURE TITLE DATE NOTE Pencfing receipt of the Certificate of Aircraft Registration, the aircraft may be operated for a period not In excess of 90 days, during which time the PINK copy of this application must be canted in the alrcraft AC Form 8050-1 (12/90) (0052-00-628-9007) Supersedes Previous Edition EFTA00152111 9 c EFTA00152112 0 0 0 0 0 0 0 0 6 3 9 LI -I 2A283369 Do not Write In this WO BILL OF SALE lor FANDOT use orb/ COI:VE For and in consideration of $10+, the undersigned owner(s) of the full RECORD 5:44R0 VILM CMS legal and beneficial title of the aircraft described as follows: IC JC Aircraft Make and Model FirR 20 Pil 3 05 BELL 430 : 'NOW Manufacturers Serial Number Nationality and Registration Marks 49078 U.S. N6147X does this 17th day of April , 2001, sell, grant, transfer and deliver all rights, title, and interests in and to such aircraft unto: Name and Address (If individual(s), give last name, first name and middle initial) P ' Textron Inc., C H Fort Worth, A Texas 76101 S E R and to its executors, administrators, and assigns to have and to hold singularly the said aircraft forever, and certifies that same is not subject to any mortgage or other encumbrance except: NONE Type of encumbrance Amount Dated In favor of IN TESTIMONY WHEREOF I HAVE Y HAND AND SEAL, THIS 17TH DAY OF APRIL 2001 NAME OF OPTER TEXTRON, A DIVISION OF TEXTRON CANADA LIMITED BY: / F. CHAGNON TITLE: DMINISTRATION Co -a 011101120483 55.00 04/20/2001 EFTA00152113 l• ' • .1) ' .7.: .• EFTA00152114 04/20/2001 08:07 6139901007 ACFT REG & I EASING PAGE 01/01 Transport Canada Transports Canada 4 / 6 3 000 . 3-1 T APR 202001 Ottawa ON K1A 0N8 T APR 20111h Telephone - Telephone Facsimile - Telecopieur PRIOR RECORD N 47447K Internet : http://www.tc.gc.ca/a REINSIgJ Q ser A7651.0( viation/general/ccarcsfindex.htm April 20, 2001 Aft-AasAw /{f-2--O f FEDERAL AVIATION ADMINISTRATION 5008-4-12 la 2 0 2001 APR AIRCRAFT REGISTRATION BRANCH (AFS -750) OKLAHOMA CITY OK 73125 (U.S.A.) KOEXYAYX URGENT *, AARRC 2001-0282NR This confirms that the following aircraft has never been entered on the Canadian Civil Aircraft Register. MANUFACTURER: BELL HELICOPTER DIVISION TEXTRON CAN ADA LTD. MODEL: 430 SERIAL NUMBER: 49078 0 _/ cep-, Louise J. Knox d Acting Chief Aircraft Registration and Leasing INFOCOPY TO: CHRISTINE SAVOIE ADMINISTRATOR, AIRCRAFT CERTIFICATION A LTD. Canadfi 04/20/2001 FRI 07:10 ITS/RI NO 7927] a901 EFTA00152115 EFTA00152116 AA WITH FTiON BR FILED -' : • AIRCRt. 0 ABBS? '01 APR 2 Y ••:;.• ;AAT OKL.,t. M OKLAHO • 04/10/2061 08:26 450-437-2846 QUALITY ASSURANCE PAGE 01/01 o " erd"o o PAGE 01/61 • • 84/2842881 08:89 o °AT 5f aff" col -ansart glair Ottawa ON K1A 0N8 Telephone- Telephone Facsimile - Telecopieur Internet : httpiNiwwit.gc.cataviationigeneraVccantsfindex.htm sa•-tic=r April 20, 2001 5008.4-12 FEDERAL AVIATION ADMINISTRATION AIRCRAFT REGISTRATION BRANCH (AFS-750) OKLAHOMA CITY OK 73125 KOEXYAYX URGENT AARRC 2001-0282NR This confirms that the following aircraft has never been entered on the Canadian Civil Aircraft Register. MANUFACTURER: BELL HELICOPTER DIVISION TEXTRON CANADA LTD. MODEL: 430 SERIAL NUMBER:' 49078 INFOCOPY TO: CHRISTINE SAVOIE ADMINISTRATOR, AIRCRAFT CERTIFICATION TEXTRON CANADA LTD. Canada EFTA00152117 EFTA00152118 0 0 0 0 0 0 j 8 BellHelicopter Bell Helicopter Textron Inc. A Subsidiary of Textron Inc. DESCRIPTION OP AIRCRAFT Date: April 9, 2001 Manufacturer: Bell Helicopter Textron, A Division of Canada Limited Model: 430 Serial Number: 49078 Registration Number: TBD Please assign any registration number to the above described aircraft. I certify this "N" number will not be painted on the aircraft until foreign registration has ended. Bell Helicopter Textron Inc. (Name of Corporation, Partnership or Individual) Manager (Title) State) TEXAS County) TARRANT Before me, a Notary Public, in and for the above state and County personally appeared M , known to me to be the identical person who signed the within and foregoing instrument. Said person does hereby attest he is duly authorized to execute such instrument and has done so on his free act and deed. EFTA00152119 EFTA00152120 7”.rn Avrtm FAQ .• . '01 RPR. :11 PM 12 26 , • .1.4 CITY OnLAHOHA ). 0 U -