EFTA01328713

Accepted CW Jun/02/2021 UNITED STATES OF AMERICA - DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION —MIKE MONRONEY AERONAUTICAL CENTER AIRCRAFT REGISTRATION APPLICATION lIMTED STATES El I. Weekidul REC145114A"C" N /RASA 430D Ines 0 2. Pasta AMOY*" RE a& Oneeettn 0 4. CeOsnit MANUFACIURER Beg CO AND MODEL 13 I. Ovanvert NINO ft tee/ AIRCRAFT 0 1. LISSUgly Caws"MC) SERIAL 0 S. Snake CaTenlak 49078 NuaNER 0 .. NontairentreeeneenCoOrw µWC% CF APPUCNIRS) peoce(s)shosei co radon:* al cmesitip. Univial.Os NMremittalrand RCMMIL] it4CIWielvol cArat;41 hte i ota t rb OV4P4S EASTERN STEARMAN, INC.-WISE& 44 ;b4 a ss liatt las- ) itgAti• IhtuAnsAa- Mal Mae% 13 pa kal Tame& MILER (703 )737-6373 SWUM ADDRESS Reidermni mine Nines b aft apron enla) 42061 BALD HILL ROAD NtlINER MO STREET RURAL ROUTE P.O. SOX cpy LEESBURG ern: VA sip 20176 WYSE& ADDRESSUCATION FPO SOX OR RUM ROUTE SOK veep FOR We MG ADORFQ NUMBER NO STREET' OCSCRIPI1ON Or LOC/JEN CITY STATE IP ❑ CHECK HERE IF YOU ARE avi y REPORTING A CHANGE OF ADDRESS afilifiralliai VAIE COMFY: (1) Thy re above Rae • peed by tom*01*W scolean Mam(I tST CHECK/00DX* MOM.Fir Chi.if_CD 0.. Amain of re wan suites as amens win, uSC aoinis) El b. A sift* Air *eaten recturnan Tony 1461) No, pc A nonmezOnCOMOMai orgeneod ma don; burnsta waitINMn of MOM rid sad small • Mood MIIMMO* Mod mI. umm SUM. Resifts a Rte love we nameid nspeccon of I pro.bee comma* OMM• Memo) O d A COMMOm mom • whip MAIM guilty. FMK nom 0nalmo IN IOW C a deem 4Mo:fad t INpea.801* any OW e" MeneMee byre abates 108e e*MM le MT Onanee deeMWOO wile mok ovum wawa,m *mot d no rep mg OM led proves en in 84honrotaill.O.0004 fl) The I. Mall • stewed utter PmIan sr wry MOO may. anl (4) Ilea WM onionco d Mantle ae*Md iii OM MOM fled .alto Non Abaft eftriesethei ANY AND AU. SIONATORES OF THIS APPUCATION MUST READ ME FOU.ONVIO AND UNDERSTAND THAT, BY APPLYING A SIGNATURE TO THIS DOCUMENT. THEY ARE SUBJECT TO ME REFERENCED STATUTES MD ASSOCIATED PENALTES. I hereby tally Mad* elormaNn podded harem rattan/ attaftents b Me appiettlori kg stoat rept:atm 5 true, ate and Ong io ise bate/ my bye** are Idle I uniernad tat ft inftreft Rafted by meRI be sea cm by re FM anretaxr onatier deternmadond Naafi for Mal registabon. I understardIN ehoes. in any meet *EN the Radiation of zery *enrol! a agency eat tinted SINS. Most* and Irak/y(1Am. mom* ce ewers sat (by ft IR. scheme or deft) a rrateral tal or rft mess airy take. rialeahng a enamel neeleni Cr Itipleereekele te erdry. MIN be MeiLO b S250.010 or revealed not me man Me (0) Tan DoT (18 U.S.C. Sedans 1001 ft 3571). I tftentand IsK timid 1Neatenally pewee airy neon* a take ribeinaten, nvstabon of the Salettt Accra may te wooled NOTE II a brat -mash all musts Use next and add s If net SIGNATURE: Q. tatiet,a,_. DATE iatarcIr9720E+- O 3 /2_5 /2. TYPED/PRINTED NAME: Stephen k Berkman TITLE p resident Frew ,ftt SIGNATURE: DATE: TYPED/PRNTED NOTE: FAUN whin the mast want npbttsdts stied alreraft Is Rand a cant 14 CFR 4121(c) Paftles loran LIMIT/ US *craft to be operated for app to 90 days GNI the Untad Nits when a copy of the slgrWrd applIcatIon for as ft etratIon le carded In to *craft while saaldng Suva and receipt or ten,. reipttrated certificate AD Tea woos rail SDNY_GM 02756927 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243849 EFTA01328713 AllO VIIION v7)40 bI kd SZ SYR itet 88 NOii•/iy1Sl934 11V08111 VVd 1 81N031id SDNY_GM_02756928 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243850 EFTA01328714 DOCUMENT LEVEL ANNOTATIONS FEE: 76090010803, $5, 3/25/2021 SDNY_GM_02756929 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243851 EFTA01328715 SDNY_GM_02756930 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243852 EFTA01328716 DomiSIgn Envelope ID: 7MA72C6-A1C1-4E3F-A884-953E072493A9 CW019615 Conveyannu Runordnd Jun/02/2021 10:33 FORM APPROVED UNITED STATES OF AMERICA ow NO. 2120-0002 U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRAT/ON 06/31/2008 AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF S I& OVC THE UNDERSIGNED OWNERS) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N430D AIRCRAFT MANUFACTURER 8 MODEL BELL 430 AIRCRAFT SERIAL No. 49078 DOES THIS ZS DAY OF March 2021 HEREBY SELL, GRANT. TRANSFER AND DELIVER ALL RIGHTS, TITLE. AND INTERESTS Do Not WINIn TM SW IN AND TO SUCH AIRCRAFT UNTO: FOR FM118E ONLY NAME AND ADDRESS OF POIVIDUAL(S). GIVE LAST NAME. FIRST NAME. MID MIDDLE INITIAL) PURCHASER EASTERN STEARMAN, INC. TRUSTEE 42061 Bald Hill Road Leesburg, VA 20176 DEALER CERTIFICATE NUMBER AND TO - EXECUTEIRScADMINISTRATORS. AND ASSIGNS TO HAVE MID TO HOLD ITS SUCCESSORS SINGLIARLY THE SAD MRORAFT FOREVER AND WARRANTS TIE RILE THEREOF: ▪ DESTMONYWITEREOF I HAVE SET MY HAND MerSCAL THIS Z5 DAY OF 6-A.o-rci-, tCYVt NAME(S) OF SELLER SIGNATURE(S) TITLE (TYPED OR PRINTED) (IN VW) (IF EXECUTED FOR (TYPED OR PRIMIED) CO.OINTOSHRT. ALL MUST MON.) Ce - 1 1333712 ONTARIO INC. FORFIGN OWNFRI SEVER La a ai ICSMKORONii Robin MuscatMer Pmeldert to ACIOTOVAJ3:F3MENT (NOT REQUIRED FOR PURPOSES OF FM RECORDING: HOWEVER MAY BE REQUIRED BY LOCAL LAW FOR VMElfrY OF TIE INSTRUMENT.) ORJONAL: TO Fa AC Form 8050-2 (W92) (NSN 0052-00429-0000) Supersedes PrevIcus Eileen *including two ROLLS ROYCE 250-C40 engines bearing the manufacturer's serial numbers 844167 & 844169 SDNY_GM_02 756931 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243853 EFTA01328717 VIN0HM0 A113 VIA/0VFIV1M0 bl SZ UN 1111 88 N0I14dISI93ti 1.4O81 bbd HI)1,1lhi 0V3111 SDNY_GM_02756932 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243854 EFTA01328718 CW019614 Conveyance Recorded Jun/02/2021 10:33 Doa,$gn Envskos 11172A/380-25.57-10E1-65A5-8807FC5607116 UNITED STATES OF AMERICA US. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMLNISTRATION AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF S I &OK THE UNDERSIGNED OWNER(S) OF THE FILL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED SLATES REGISTRATION NUMBER I N430D AIRCRAFT MANUFACTURER & MODEL BELL 430 AIRCRAFT SERIAL NUMBER 49078 DOES THIS 24 DAY OF CLA.o.,-Al-s , 2021 HEREBY SELL. GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND LNITIRESTS IN AND TO SUCH AIRCRAFT UNTO) NAME AND ADDRESS (IF INDIVIDUAL(3), GIVE LAST NAME. /7 EST NAME. AND MIDDLE LNMAL) PURCHASER 1333712 ONTARIO INC. DEALER CERTIFICATE NUMBER AND 70 ITS SUCCESSORS AND ASSIGNS TO HAVE AND TO HOLD SLNGDEARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND ANEISEA4. THIS 25 DAY OF Mo.n.1.1 , ?MI NAME(S) OF SELLER SIGNATURE(S) TITLE (TYPED OR PRINTED) (IN INK) (IF EXECUTED FOR CO- (TYPED OR FAINTED) OWNERSHIP, AI.L MUST SIGN.) QIR AIR RESOURCES, r'"""w MANAGER cd LLC Mari Isnitisu4, /14-- teOlniiatekkle Mark bracken iml ga 10 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 0052-00-629-0003) SUPERSEDES PREVIOUS EDITION 'including two ROLLS ROYCE 250-C40 engines bearing the manufacturer's serial numbers 844167 & 844169 PROVIDED BY AEROtitle SDNY_GM_02756933 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243855 EFTA01328719 VWOHV1N0 VIIOHV1)10 El lid S WIZ as NOLVOISIODI IMI3/31V Vdd HUM (131I1 SDNY_GM_02756934 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243856 EFTA01328720 DowStgn Envelope ID 8201D233-CC10-483E.9722.840EF291ED8F DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION THIS FORM SERVES TWO PURPOSES: PART I acknowledges the recording of a security con. eyInce covering the collateral shown. PART II is a suggested form of release which may be used to release the collateral from the 0 term. of the conveyance. PART I- CONVEYANCE RECORDATION NOTICE a NAME (last name first) OF DEBTOR QIR AIR RESOURCES LLC 2 NAME and ADDRESS OF SECURED PARTY/ASSIGNEE CMG BEI.1A30 49078 LLC 8 NAME OF SECURED PARTY'S ASSIGNOR to N O FAA REGISTRATION AIRCRAFT SERIAL AIRCRAFT MFR. (BUILDER) sad MODEL NUMBER NUMBER N430D 49078 BELL 430 0 ENGINE MFR. sad MODEL ENGINE SERIAL NUMBER(S) ROLLS ROYCE 250-C40B CAE844I67 & CAE844I69 PROPELLER MFR. and MODEL PROPELLER SERIAL NUMBER(S) THE SECURITY CONVEYANCE DATED 05/07/2020 COVERING THE ABOVE COLLATERAL WAS RECORDED BY THE FAA AIRCRAFT REGISTRY ON 07/28/2020 AS CONVEYANCE NUMBER OT024156 FAA CONVEYANCE EXAMINER PART II — RELEASE — (This suggested release form may be executed by the secured party and returned to the FAA Aircraft Ftegbtry what the terms of the couveyance have bete satisfied. See below for additional information) THE. UNDERSIGNED HEREBY CERTIFIES AND ACKNOWLEDGES THAT HE IS 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 TO THE 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 TINS RELEASE. DATE OF RELEASE: 0 3 /2-571-0 2._l (MG BELL430 49978 I.I.0 (N • cla argi.DITY HOLDER) SIGNATURE fin kik) i tc 'e-.. Shawn Chcmtov ass TITLE MANAGER A PERSON SIGNING FOR A CORPORATION MUST BE A CORPORATE OFFICER OR HOLD A MANAGERIAL POSITION AND MUST SHOW HIS TITLE. A PERSON SIGNING FOR ANOTHER SHOULD SEE PARTS 47 AND 49 OF THE FEDERAL AVIATION REGULATIONS (14 CM) PROVIDED BY AEROtitle SDNY_GM_02758935 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243857 EFTA01328721 Vii101-11N0 A110 VIAIOHV1NO LI Nd SZ HE1 NOlivziiS1038 131/808IV VVd HUM 03111 SDNY_GM_02756936 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243858 EFTA01328722 DOCUMENT LEVEL ANNOTATIONS SEE RECORDED CONV#OT024156 DOC ID 1937 SDNY_GM_02756937 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243859 EFTA01328723 SONY_GM_02756938 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243860 EFTA01328724 CocoSoon Envelope ID: 8A33028A-442E-4307-81AF-EADCS4EF10 72 0 4111 rt O 111. ASSIGNMENT OF SPECIAL Special Registration Number 0 REGISTRATION NUMBERS N4300 ozoz/oT/dos us.Domain Aircraft Make and Model Present Registration Number etreinarersisaa BELL 430 N3311E tradwat Meade. Saial Number Issue Date: Adadelatmdee 49078 Jul 28,2020 ICAO AJRCRAFT ADDRESS CODE FOR N430D • 51221551 llan is your wholly to dump the Dotted State, registratiem number on the about descrtlxd QTR MR RESOURCES LLC aircraft to the "cad 101 S 200 E STE 101 registration numta shown. SALT LAKE CITY UT 84111.3107 Carry duplicate of the form in the lininitilinlimiloilkain1111•01.8Milkinolln1 Saari together sub the old registrable, califiCate as !Men° authority to operate the aitrall pending receipt of revived can:lute of atrcreft tegnusaten. The Nine FAA Fenn 81506, Applkadoe For Airworthiness on er e le dated: Apr 26.2001 The Airworthiness classiflortIse sod category: STD TRANSP INSTRUCTIONS: SIGN AND RETURN THE ORIGINAL of this torn to the Civil Aviation Registry, Aircraft Registration Branch, within 5 days alter the special registration number is placed on the aircraft. A revised certificate of aircraft registratioo will then be issued. Obtain a revised certificate of arrsorthiness from your warm Flight Standards District Office. The authority to at the special number expires: Jul 28, 2021 CERTIFICATION. I Certify Wen: the special registrstm reenter eu placed RETURN FORM TO: en the aircraft dais/id:4 abo.c. Civil Minion Registry Aircraft Registration Branch 0.4.36n4 by P.O. Box 25504 Sloan of Ovmcr: (1 14404 Isriulson. Oklahoma City, Oklahoma 73125-0504 ininitle:2420 . iylar V, bracisp.A Tale of Orme: intg_Anti oe...‹. - Date Placed on Mask 30 3uly 2020 I 3:04 PM POT M. VOIDS NSF MOOS) SapenalinMtge EMS Return Certificate of Registration to LA.T.S SDNY_GM_02756939 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0024386 I EFTA01328725 11140HVZIO tit.10iitil;f0 :7;75 i i(L) etiSji51 tvd Hum3E811:4(1V8:111 031;2 SDNY_GM_02756940 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243862 EFTA01328726 Accepted AB Sop/10/2020 A Insured Aircraft Title Service, Inc. S FEDERAL AVIATION ADMINISTRATION CENTRAL RECORDS DIVISION OKLAHOMA CITY, OKLAHOMA Date: Akag 7, goad Dear Sir/Madam: Please Reserve N in NAME ONLY for: N# CHANGE REQUEST Please Assign N 430D to the following aircraft N 331JE Make Bel: Model 430 Serial # 49078 Which is (1) being purchased by X (2) registered to OIR Air Resources, LW 101 South 200 East, Suite 101 Salt Lake City, UT 84111 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 reservatiorV8050-64 form to Insured Aircraft Title Service, Inc. in the Public Documents room of the FM. Additional Information: Requested by: Kelli Schmidt Fee: $10.00 Escrow Agent 201281148064 $10.02 G5107/2020 SDNY_GM_02756941 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243863 EFTA01328727 VINO HV1Y 0 A110 VIN0HV1)10 la :II KY L- IN (1.0/ illi N0I1V211S193i1 1O113illY VV1 HUM 03111 SDNY_GM_02756942 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243864 EFTA01328728 ItECORDED CONVEYANCE FILED IN: U.S. DEPARTMENT OF TRANSPORTATION NNUM: 3311E FEDERAL. AVIATION ADMINISTRATION SERIAL NUM: 49078 MFR: BELL CROSS-REFERENCE-RECORDATION MODEL: 430 AIR CARRIER: This form is to be used in cases where a conveyance covers several aircraft and engines, propellers, or locations, Ede original of this fonn with the recorded conveyance and a copy in each aircraft folder involved. TYPE OF CONVEYANCE DATE Exrcutia) AIRCRAFT SECURITY AGREEMENT MAY 7, 2020 FROM DOCUMENT NO. QIR AIR RESOURCES LLC 0T024156 TOOR ASSIGNED TO DATE RECORDED CMG BELL430 49078 LLC JUL 28, 2020 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: Total Aircraft: I Total Engines: 2 Total Pratt: Total Spare Pans: N33IJE ROLLS 250-C40B CAE844167 ROLLS 250-C40I3 CAE844169 REG AR.2.3R (0809) SDNY_GM_02758943 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243865 EFTA01328729 SDNY_GM_02756944 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243866 EFTA01328730 OT024156 Conveyance Recorded Jul/20/2020 03:09 PM FAA Certified Copy to be Recorded by FAA Aircraft Security Agreement between QIR AIR RESOURCES LLC as the Grantor and CMG BELL430 49078 LLC as the Secured Party Dated as of May?, 2020 (N331JE) 201281148064 G5107/2020 ACTIVE 50063530,1 SDNY_GM_02756945 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243867 EFTA01328731 ViNI0HV1)10 A113 ViN0HV1)10 EZ 4101 L- LYW osi v9 N0I1VS/S19 311 1O11011V VV1 HUM 03111 SDNY_GM_02756946 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243868 EFTA01328732 TABLE OF CONTENTS ARTICLE 1. GRANT OF SECURITY INTEREST Section 1.1 Grant of Security Interest Section 1.2 Grant Effective Section 1.3 Filing of Financing Statements and Continuation Statements Section 1.4 Delivery & Acceptance Section 1.5 Additional Documents, Information ARTICLE 2. COVENANTS Section 2.1 Registration and Operation Section 2.2 Records and Reports Section 2.3 Maintenance of Aircraft Section 2.4 Replacement of Pans Section 2.5 Alterations. Modifications and Additions Section 2.6 Maintenance of Other Engines Section 2.7 Payment of Obligations Section 2.8 Change of Name or Location swoon2.9 Inspection Section 2.10 Aircraft Registration Section 2.11 Tracking by FlightAware Section 2.12 Late Payments Section 2.13 Transaction Expenses ARTICLE 3. EVENTS OF LOSS Section 3.1 Event of Loss with Respect to the Aircraft Section 32 Event of Loss with Respect to an Engine Section 3.3 Application of Payments from Governmental Authorities or other Persons Section 3.4 Rights Assigned ARTICLE 4. INSURANCE Section 4.1 Insurance Section 4.2 Requirements Section 4.3 No Right to Seff.Insure Section 4A Notice of Loss or Damage; Application of Proceeds Section 4.5 Reports. Policies. Certificates Section 4.6 Attorney-in-Fact ARTICLE S. EVENTS OF DEFAULT AND REMEDIES Section 5.1 Events of Default; Remedies Section 5.2 Remedies Section 5.3 Remedies Cumulative Section 5.4 Grantors Waiver of Rights Section 5.5 Power of Attorney Section 5.6 Distribution of Amounts Received After an Event of Default Section 5.7 Suits for Enforcement ARTICLE 6. REPRESENTATIONS AND WARRANTIES Section 6.1 Representations, Warranties and Covenants of Grantor ARTICLE 7. SECURITY INTEREST ABSOLUTE Section 7.1 Security Interest Absolute ARTICLE 8. MISCELLANEOUS Section 8.1 Governing Law Section 8.2 Notices Section 8.3 Time of the Essence Section 8.4 Limitation as to Enforcement of Rights. Remedies and Claims Section 8.5 Severability of Invalid Provisions Section 8.6 Assignment Section 8.7 Benefit of Parties; Successors and Assigns: Entire Agreement Section 8.8 Further Assurances Section 8.9 Performance by Secured Party Section 8.10 Indemnity Section 8.11 Amendments Section 8.12 Waiver of Jury Trial Section 8.13 Counterpart Execution, Joint and Several Liability Section 8.14 Substitution ARTICLE 9. DEFINITIONS ACTIVE 50005304 SDNY_Gld_0275694 7 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243869 EFTA01328733 SDNY_GM_02756948 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243870 EFTA01328734 Section 9.1 Definitions Exhibit A Form of IDERA 2 ACTIVE 5006353. SDNY_GM_02756949 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243A71 EFTA01328735 SONY GM 02756950 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243872 EFTA01328736 Aircraft Security Agreement THIS AIRCRAFT SECURITY AGREEMENT ("Agreement") is made and entered into as of May 2, 2020 by and between CMG BELL430 49078 LLC, a Florida limited liability company with an address of 4141 NE 2 Ave 4204-A, Miami, FL 33137 ("Secured Party) and CUR AIR RESOURCES LLC with an address of 101 South 200 East. Suite 101, Salt Lake City, UT 84111 (*Grantor,. Capitalized terms not otherwise defined herein have the meanings given in Article 9 hereof. RECITALS A. Pursuant to a 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 Note, the Grantor is required to execute and deliver this Agreement 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, and in order to induce the Secured Party to make the Loan pursuant to the Note, the Grantor agrees, for the benefit of the Secured Party, as follows: ARTICLE 1 - GRANT OF SECURITY INTEREST Section 1.1 Grant of Security Interest. The Grantor, in consideration 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, agreements and conditions contained in the Loan Documents (collectively referred to as the 'Obligations"), 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') and agrees that the foregoing grant creates in favor of the Secured Party an International Interest in the Aircraft (including the Airframe and each Engine): a) 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; b) any and all service and warranty rights related to the Equipment, including the Engines, and claims under any thereof; c) all proceeds of any or all of the foregoing, whenever acquired. including 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; d) the Purchase Agreement, if any, and any bill of sale pursuant to which Grantor received title to the Aircraft, together with all rights, powers, privileges, options and other benefits of the Grantor under the Purchase Agreement and such bill of sale; e) any and all present and future Rate Management Obligations. leases, subleases, management agreements, interchange agreements, charter agreements, purchase agreements and any other present and future agreements of any kind whatsoever relating to the Equipment or any part thereof, including any International Interest (and associated rights) therein or related thereto in favor of Grantor (but not any obligations, liabilities and/or duties of any kind whatsoever of Grantor or any other party, person or entity of any kind whatsoever in connection therewith or related thereto); provided, however, that the foregoing assignment and grant of a security interest and lien in this subclause (e) shall not be deemed in any way whatsoever as an agreement by the Secured Party to permit or allow the Grantor (or any party, person or entity of any kind whatsoever) to enter into any such leases, subleases, management agreements, interchange agreements, charter agreements, purchase agreements and any other present and future agreements of any kind whatsoever, and the Grantor (or any party, person or entity of any kind whatsoever) shall only be allowed to enter into any of the foregoing in accordance with the terms of this Agreement. Grantor consents to the registration of the forgoing assignment of any International Interest (and associated rights) with the International Registry; 3 ACTIVE 50063530v1 SDNY_Glvl_02 756951 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243873 EFTA01328737 SDNY_GM_02756952 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243874 EFTA01328738 any and all present and future 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 including, without limitation, the tapes, disks, diskettes and other data and software storage media and devices, file cabinets or containers in or on which the foregoing are stored, including any rights of Grantor with respect to the foregoing maintained with or by any other person; and g) all of Grantor's right, title and interest in and to (whether the following described property or interests in property constitute accounts, chattel paper, documents, general intangibles, instruments or other property and whether now owned, existing, hereafter acquired, or arising, collectively, the "Engine Maintenance Collateral): (a) any engine maintenance agreement whether now existing or hereafter entered into between Grantor and an engine maintenance service provider for the Aircraft and Equipment (the "Service Provider"). (b) all supporting obligations, and (c) all products, cash proceeds, and non-cash proceeds of any and all of the assets and property described above. Section 1.2 Grant Effective. The conveyance, warranty, mortgage, assignment, pledge and security interest created hereunder in all of the foregoing Collateral and International Interest created hereunder in and relating to the Airframe and each Engine are effective and operative immediately, and will continue in full force and effect until the Grantor has made such payments and has duly, fully and finally performed and observed all of its agreements and covenants and provisions then required hereunder and under the other Loan Documents. Section 1.3 filing of Financing Statements and Continuation Statements: Consent to Registration. Grantor hereby authorizes Secured Party 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 thereof and amendments thereto. 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 execute, deliver, consent to, register or file any other documents that may be required in order to comply with the Act, the Cape Town Treaty or other applicable law or as may be specified from time to time by the Secured Party. The Grantor hereby consents to the registration by the Secured Party of each International Interest in or relating to the Aircraft (including the Airframe and each Engine) assigned or created pursuant to this Agreement (including any Prospective International interest with respect thereto) with the International Registry and covenants to effect the registration of such consent with the international Registry on the date of such assignment or creation. Section 1.4 Delivery and Acceptance. SECURED PARTY WILL HAVE NO OBLIGATION TO ADVANCE ANY FUNDS TO GRANTOR UNLESS AND UNTIL SECURED PARTY HAS RECEIVED WRITTEN CONFIRMATION FROM GRANTOR OF GRANTOR'S ACCEPTANCE OF THE EQUIPMENT (as evidenced by Grantor's execution of this Agreement). Grantor's execution of this Agreement will 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 property, and (f) is subject to all of the terms and conditions of the Loan Documents. Grantor's execution and delivery of this Agreement will 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 will not assert any claim of any nature whatsoever against Secured Party based on any of the foregoing matters; provided, however, that nothing contained herein will in any way bar, reduce or defeat any claim that Grantor may have against the seller or supplier of the Aircraft or any other person (other than Secured Party). Section 1.5 Additional Documents. Information. Prior to any advance being made under the Note, Grantor will deliver to Secured Party (a) such organizational documents for Grantor as requested by Secured Party, (b) a certificate or certificates executed by an authorized representative of Grantor certifying that the execution, delivery and performance of this Agreement and the transactions contemplated hereby have been authorized by all necessary action Grantor, (c) an incumbency certificate of the Grantor containing the name(s), on the part of the title(s) and specimen signatures of the person(s) authorized to execute and deliver such documents on behalf of Grantor, (d) if required by Secured Party, a certificate of good standing for Grantor from the state of its organization, (e) if required by Secured Party, an opinion of counsel for Grantor in form and substance reasonably satisfactory to Secured Party and its counsel; (Q if requested by Secured Party, any and all Rate Management Agreements; and (g) duly executed copies of the Loan Documents and IDERA. 4 ACTIVE 50063530v7 SDNY_Glvl_02 756953 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243575 EFTA01328739 SDNY_GM_02756954 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243876 EFTA01328740 ARTICLE 2 -- COVENANTS Section 2.1 Reaistralion and Operation. a) Grantor, at its own cost and expense, will 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 International Interest, and at all times thereafter to remain duly registered, in the name of the Grantor as owner with the FM pursuant to the Act. b) Grantor will not use the Aircraft and in all cases in which the Aircraft is operated by a party other than Grantor will not permit the Aircraft to be used in violation of any law or any rule, regulation or order (including those 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 or International Interest, therein or related thereto). c) Grantor will operate and cause the Aircraft to be operated only in such configuration as authorized by the FM, which shall be the same configuration as of the date hereof. Grantor will not operate the Aircraft or permit the Aircraft to be operated (i) at any time or in any geographic area when or where insurance required by this Agreement is not in effect, (ii) in a manner or for any time period such that a Person other than Grantor will be deemed to have *operational control' of the Aircraft except with the prior written consent of Secured Party, (iii) for the carriage of persons or property for hire except with the prior written consent of the Secured Party or (iv) transport of mail or contraband. Possession, use and maintenance of the Aircraft will be at the sole risk and expense of Grantor and the Aircraft will be based at the Primary Hangar Location. Grantor will deliver to Secured Party a written waiver of any lien or claim of Lien against the Aircraft that is or could be held by any landlord (other than a governmental entity) or mortgagee of any hangar or storage facility where the Aircraft is or will be located. Grantor will not permit the Aircraft to be based away from its designated Primary Hangar Location for a period in excess of thirty (30) days without Secured Party's prior written consent. Grantor will cause the Aircraft to be operated at all times by duty qualified pilots who (x) are supplied by Grantor, (y) hold at least a valid commercial airman certificate and instrument rating and any other certificate, rating, type rating or endorsement appropriate to the Aircraft, purpose of flight, condition of flight or as otherwise required by the Federal Aviation Regulations or other applicable law or regulation, and (z) meet the requirements established and specified by the insurance policies required hereunder and by the FM. Grantor will execute and deliver and file with the FM on or prior to the date hereof an IDERA with respect to the Aircraft. Section 2.2 Records and Reports. The Grantor will cause all records, logs and other materials required by the FM and any other governmental authority having jurisdiction to be maintained, in the English language, in respect of each item of Equipment. Grantor will promptly furnish or cause to be furnished to the Secured Party such information as may be required to enable the Seared 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 2.3 Maintenance. Grantor, at its own cost and expense, will fly, maintain, inspect, service, repair, overhaul and test the Aircraft (including each Engine of same), or will cause the Aircraft to be flown, maintained. Inspected, serviced, repaired, overhauled and tested, under an approved FM maintenance program and in accordance with (a) 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, (b) 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 Note and up to twelve (12) months thereafter, and (c) all airworthiness directives issued by the FM 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 Note and twelve (12) months thereafter. Grantor will maintain the Aircraft in good and safe working order and in substantially the same condition as when originally delivered to Grantor, ordinary wear and tear excepted. Grantor will cause the Aircraft to be subject to an FM Airworthiness Certificate at all times other than when the Aircraft as a whole is the subject of an Event of Loss. Grantor will maintain, or will 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 will 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 originally delivered to Grantor. ordinary wear and tear excepted, and so as to keep the 5 ACTIVE 50063530v1 SDNY_Glvl_02 756955 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 ETTA_00243li 7 7 EFTA01328741 SDNY_GM_02756956 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243878 EFTA01328742 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. Grantor will, not less than once during each calendar year, provide to the Secured Party written confirmation, in form and content reasonably acceptable to the Secured Party, that the Grantor has complied with the provisions of this Section 2.3. Section 2.4 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 wom 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 must be free and dear of all Liens (except for Permitted Liens), will be in as good operating condition as, and will 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 will remain subject to the Lien of this Agreement no matter where located, until such time as such Parts are 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, (a) the Grantor's rights, title and Interests in such replacement Part will become subject to the Lien of this Agreement, and such replacement Part will 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 (b) the Grantor's rights, title and interests in the replaced Part will be released from the Lien of this Agreement and the replaced Part will no longer be deemed a Part hereunder. Grantor will, not less than once during each calendar year. provide to the Secured Party written confirmation, in form and content reasonably acceptable to the Secured Party, that the Grantor has complied with the provisions of this Section 2.4. Section 2.5 Alterations. Modifications and Additions. The Grantor, at its own cost and expense, will 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 reasonable 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 or International Interest, therein or related thereto). 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 no such alteration, modification and addition will (a) 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 (b) 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 will, without further act, be subject to the Lien of this Agreement. Notwithstanding the foregoing sentence of this Section 2.5, so long as no Event of Default has occurred and is continuing, the Grantor may remove any Part added to the Aircraft, Airframe, any or an Engine as contemplated in this Section 2.5 if (x) such Part is in addition to, and not in replacement of or substitution for, any Part originally incorporated in such item of Equipment at the time of delivery thereof or any Part in replacement of or substitution for any such Part. (y) 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 (z) 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, such Part will be released from the Lien of this Agreement. Section 2.6 Maintenance of Other Engines. Each engine which does not constitute an Engine, but which is installed on the Airframe from time to time. will be maintained, operated, serviced, repaired, overhauled, altered, modified and tested in accordance with Section 2.3 to the same extent as if it were an Engine. Section 2.7 Payment of ()Vitiations. 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 2.8 Chance of Name or Location. Grantor will give Secured Party thirty (30) days prior written notice of any relocation of its chief executive office, and/or any change in its name, identity or state of organization. At least 10 Business Days prior to the occurrence of any such change or relocation, Grantor will (a) duly file appropriate financing statements in all applicable filing offices, and (b) deliver to Secured Party copies of the form of such financing statements. 6 ACTIVE 50063530O SDNY_GN1_02 756957 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243879 EFTA01328743 SDNY_GM_02756958 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243880 EFTA01328744 . . Grantor will hangar the Aircraft at ('Primary Hangar Location"). Grantor will 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 will not remove the Aircraft, or permit the Aircraft to be removed, from Its designated home airport for a period in excess of thirty (30) days, without the prior written consent of Secured Party. Section 2.9 Inspection. Secured Party will have the right, but not the duty, to inspect the Aircraft, any component thereof, and the Records at any reasonable time and from time to lime, wherever the same may be located, upon reasonable prior written notice to Grantor unless a Default or Event of Default has occurred and is continuing, in which case no prior notice will be required. At Secured Party's request. Grantor will confirm to Secured Party the location of the Aircraft and will, at any reasonable time and from time to time, make the Aircraft and/or the Records available to Secured Party for inspection. Section 2.10 Aircraft Registration; International Registry. Grantor will not change the United States Registration Number of the Aircraft without Secured Party's prior written consent. Grantor will cause to be filed with the FM the Agreement, an FAA application for aircraft registration and any and all such other documents as may be required under the Act, this Agreement, or as otherwise necessary or prudent to cause the Aircraft to be and remain duly registered at all times with the FM in the name of Grantor as owner and subject only to Secured Party's first priority perfected security interest. Grantor will, at all times, keep on board the Aircraft a current and valid Registration Application or Certificate of Aircraft Registration. Grantor will cause each International Interest in favor of the Secured Party in or relating to the Aircraft (including in the Airframe and each Engine) created by this Agreement and the contract of sale (i.e. the bill of sale) transferring title in the Aircraft to Grantor, in each case, to be validly registered with the International Registry with such International Interests having priority over all other registered or un-registered International Interests in the Airframe and Engines. Grantor will discharge or cause to be discharged any International Interest or Prospective International Interest in or relating to the Aircraft (including the Airframe and the Engine) not consented to in writing by Secured Party. Further. Grantor will not consent to any International Interest or Prospective International Interest in or relating to the Aircraft unless prior approval is obtained from the Secured Party in writing. Section 2.11 Tracklno by FlightAwarq. Secured Party may utilize FlightAware to enable Lender to track the Aircraft and to access certain flight data related to the Aircraft. Subject to applicable law or to a written waiver by Lender, Grantor shall pay to Secured Party any and all fees and costs Incurred by Grantor associated with Secured Party's use of the FlightAware Global tracking services with respect to the Aircraft. Grantor shall permit Secured Party to act as an agent of Grantor for the purpose of applying for FlightAware Global and accessing flight data from various government and private sources and shall otherwise authorize Secured Party to access the FlightAware global tracking data for the Aircraft. Section 2.12 I ate Payments. If Grantor fails to pay any amount due hereunder or any of the Loan Documents, after the expiration of any applicable grace period, Grantor shall pay to Secured Party a late payment fee equal to five percent (5%) of the amount unpaid. Such fee shall be payable on demand and shall constitute part of the Obligations. In addition, if Grantor fails to perform any of its obligations contained herein, Secured Party may (but will not be obligated to) itself perform such obligations, and the amount of the reasonable costs and expenses of Secured Party incurred In connection with such performance, together with interest on such amount from the date said amounts are expended at the Default Rate, will be payable by Grantor to Secured Party upon demand. No such performance by Secured Party will be deemed a waiver of any rights or remedies of Secured Party or be deemed to cure any Default of Grantor hereunder. Upon the occurrence and during the continuance of an Event of Default, or if the Note is accelerated accordance in with the terms of this Agreement and/or the Loan Documents, the outstanding principal and all accrued interest, as well as any other charges due Secured Party hereunder, shall bear interest from the date on which such amount shall have first become due and payable to Secured Party to the date on which such amount shall be paid to Secured Party (whether before or after judgment), at a default rate, to be determined by Secured Party in its sole discretion from time to time, equal to up to six percentage points (6.0%) in excess of the otherwise applicable rate of interest, not to exceed the maximum rate permitted by applicable law (the "Default Rate"). Section 2.13 Transaction Expenses. Grantor will pay all actual and reasonable fees, costs and expenses incurred by Secured Party in connection with this Agreement and the other Loan Documents, whether or not the transactions contemplated hereby are consummated. including appraisal fees, Secured Party's counsel fees and expenses. FM counsel fees and expenses, FM, International Registry and UCC title and lien searches, reports, filing, registration and recording fees, charges and taxes. Grantor also agrees to pay all fees and expenses of Seared Party's counsel, FM counsel and all other third patties who are engaged by Secured Party to update any FM, International Registry or UCC title and/or lien reports and/or to review, file, register and record any and all documents and instruments as required by Secured Party, the International Registry or the FM at any time during which any of the Obligations remain outstanding. 7 ACTIVE 50063530v1 SDINIY_GNi_02 756959 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0024388 I EFTA01328745 SDNY_GM_02756960 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243882 EFTA01328746 ARTICLE 3 — EVENTS OF LOSS Section 3.1 Event of Loss with Respect to the Aircraft. Grantor will deliver to Secured Party written notice of the occurrence of any Event of Loss with respect to the Aircraft within five (5) days after the occurrence thereof. On the next Note Payment Date following such Event of Loss, Grantor will pay to Secured Party an amount equal to the sum of (A) all amounts accrued and then due hereunder, under any other Loan Documents, and under the Note. plus (B) the Loss Value of the Aircraft determined as of such Note Payment Date. Upon payment in full by the Grantor of all such amounts, the Aircraft having suffered the Event of Loss will be released from the lien of this Agreement and the Secured Party will execute and deliver, at the Grantors cost and expense, such instruments as may be reasonably required to evidence such release. Section 3.2 Event of Loss with Respect to an Engine. Grantor will deliver to Secured Party written notice of the occurrence of any Event of Loss with respect to an Engine under circumstances in which there has not occurred an Event of Loss with respect to the Airframe within five (5) days after the occurrence thereof. Within thirty (30) days after the occurrence of such Event of Loss, Grantor will convey to Secured Party, as replacement for the Engine with respect to which such Event of Loss occurred, a security interest to and International Interest in an engine that is (a) the same make and model number as the Engine suffering the Event of Loss, (b) free and clear of all Liens other than Permitted Liens, (c) of a value, utility, and useful life equal to, and in as good an operating condition as, the Engine suffering the Event of Loss, assuming such Engine was of the value and utility and in the condition and repair required by the terms hereof immediately prior to the occurrence of such Event of Loss. Grantor, at its sole cost and expense, will fumish Secured Party with such documents to evidence the conveyance and the International Interest and shall make such filings and registrations with the FAA and the International Registry (and hereby consents to such registrations with the International Registry) with respect thereto, in each case, as Secured Party reasonably requests. Upon full compliance by Grantor with the terms of this paragraph, Secured Party will release Secured Party's right, title and interest, if any, in and to the Engine suffering the Event of Loss. Each replacement engine will, after such conveyance, be deemed an "Engine" as defined herein and will be deemed part of the same Aircraft as was the replaced Engine. No Event of Loss with respect to an Engine will result in any reduction or delay in the payment of any amounts due under the Note or hereunder, or otherwise relieve Grantor of any obligation under this Agreement. Section 3.3 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), 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. will be applied as follows: a) Such payments will 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, will be applied to reimburse the Grantor for its payment of such amounts. The balance. if any, of such payment remaining thereafter, and after payment of all amounts then due and payable under the Loan Documents, will be paid to the Grantor. b) 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 3.3, 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, will not be paid to the Grantor if at the time of such payment an Event of Default or Default has occurred and is continuing, in which event all such amounts will be paid to and held by the Secured Party as security for the Obligations or, at the Secured Party's option, applied by the Secured Party toward the payment of such Obligations at the time due in such order of application as the Secured Party may from time to time elect. At such time as no Event of Default or Default has occurred and is continuing, all such amounts at the time held by the Secured Party in excess of the amount, if any, the Secured Party elected to apply as above provided will be paid to the Grantor. Section 3.4 Ric:MIS Assigned. 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 4.1 Insurance. Grantor, at its sole cost and expense, will maintain or cause to be maintained: a) aircraft liability insurance covering claims arising from the use or operation of the Aircraft in or over any area (including contractual liability and bodily injury and property damage liability) in an amount not less than the greater of (i) $25.000,000.00 per occurrence, or such higher amounts as are required by law in the 8 ACTIVE 50063531/4 1 SDNY_GItt_02756.961 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243883 EFTA01328747 SDNY_GM_02756962 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243884 EFTA01328748 geographic location or country in or over which the Aircraft is flown, operated or located; and (ii) the amounts of aircraft liability insurance from time to time applicable to aircraft operated by Grantor (whether owned or leased) of the type of the Aircraft; b) cargo liability insurance sufficient to cover the maximum value of cargo on the Aircraft at any one time if Grantor is engaged in transporting property of others; c) all-risk aircraft physical damage insurance covering the Aircraft in motion and not in motion, in flight and on the ground, and the Engine and all Parts while attached to or removed from the Airframe, in an amount not less than the lesser of the fun insurable value of the Aircraft or the then Loss Value; d) 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 commotions of 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; and e) such other insurance against such other risks as is usually carried by similar companies owning or leasing and operating aircraft similar to the Aircraft. All such insurance will be maintained with insurers of recognized reputation and responsibility (reasonably satisfactory to Secured Party) having a rating not less than A- from A.M. Best, or other rating approved by Secured Party. All insurance policies will be in a form acceptable to Secured Party. f) If Grantor fails to maintain insurance as herein provided, Secured Party may, at its option, provide such insurance, and Grantor will, upon demand, reimburse Secured Party for the cost thereof. Section 4.2 fiteouirements. All insurance policies required hereunder will: (a) require 30 days' prior written notice to Secured Party of cancellation, non-renewal or material change in coverage (any such cancellation, non-renewal or change, as applicable, not being effective until the thirtieth (30th) day after the giving of such notice) except, in the case of cancellation for non-payment of premium, only 10 days' prior written notice shall be required and in the case of cancellation of the coverages described under Section 4.1(d), notice as established under the applicable endorsements ; (b) name the Additional Insureds (as hereinafter defined) as an additional insured under the liability coverage and name Additional Insureds as sole loss payee under the physical damage Insurance coverage; (c) not require contributions from other policies held by the Additional Insureds; (d) waive any right of subrogation against the Additional Insureds; (e) 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 setoff, 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; (f) permit but not require that any of the Additional Insureds pay or be liable for any premiums with respect to such insurance covered thereby; (g) provide for coverage in all areas in which the Aircraft is permitted to fly under the terms hereof; (h) provide that all of the provisions thereof, except the limits of liability, will operate in the same manner as if there were a separate policy covering each Additional Insured: and (i) contain breach of warranty provisions providing that, in respect of the interests of the Additional Insureds in such policies, the insurance will not be invalidated by any action or inaction of Grantor or any other person (other than an Additional Insured, as to itself only) and will 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). As used herein, the term 'Additional Insureds- means CMG BELL430 49078 LLC and its subsidiaries and affiliated companies including CMG Mortgage Group Corp. and its subsidiaries and affiliated companies, and their respective successors and/or assigns and any successors and/or assigns of the Note and/or this Agreement. Section 4.3 No Right to Self-insure. Grantor will not self-insure (by deductible, premium adjustment, retention arrangement of any kind) the insurance required to be maintained hereunder, except or risk 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 and approved by Secured Party. Section 4.4 Notice of Loss or Camerae' Application of Proceeds. Grantor will give Secured Party notice of any damage to or loss of, the Aircraft, or any part thereof. Insurance proceeds prompt for partial toss or damage to the Aircraft Of any part thereof will be applied as Secured Party in its sole discretion determines. Section 4.5 Reports, Policies, Certificates. Prior to the Closing Date. Grantor will deliver to the Additional Insureds certificate(s) of insurance and copies of the lienholders endorsement evidencing that the insurance coverage 9 ACTIVE 50063530v1 SDNY_Gtvl_02756963 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243885 EFTA01328749 SDNY_GM_02756964 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243886 EFTA01328750 required hereunder has been obtained beyond such expiration date, together with a certificate certifying that such insurance complies with the terms hereof, accompanied, if requested by Secured Party, by the applicable policies and report(s) of Insurance broker(s) or undenvriter(s) as to the conformity of such coverage with such requirements; provided, however, that the Additional Insureds will be under no duty either to ascertain the existence of or to examine any certificates or reports or to advise Grantor if such insurance does not comply with the requirements of this section. Not less than fifteen (15) days prior to the expiration dates of the policies obtained by Grantor pursuant to this Section, Grantor will deliver to the Additional Insured certificate(s) of insurance and copies of the lienholder's endorsement evidencing that the coverage required hereunder has been obtained beyond such expiration date, together with a certificate certifying that such insurance complies with the terms hereof, accompanied by any additional documentatio n regarding such insurance requested by Secured Party. Section 4.6 Attorney-in Fact. Grantor irrevocably appoints Secured Party (and any assignee, mortgagee and/or lender of the Secured Party) its attorney-in-fact to file, settle, or adjust, and receive payment of, claims under any insurance policy required hereby and to endorse Grantor's name on any checks, drafts or other instruments in payment of such claims, and to otherwise act in Grantor's name and on its behalf to make, execute, deliver and file any instruments or documents necessary in connection therewith, and to take any action as Secured Party (and any such assignee, mortgagee and/or lender) deems necessary or appropriate to obtain the benefits Intended to inure to Secured Party under this Article 4. To the extent appropriate or permissible under applicable law, such appointment is coupled with an interest, is irrevocable, and will terminate only upon payment in full of the obligations set forth in this Agreement and/or any agreements, documents or instruments related thereto. ARTICLE S EVENTS OF DEFAULT AND REMEDIES Section 5.1 Events of Default; Remedieli. As used herein. the term "Event of Default' means any of the following events: a) Grantor fails to pay any installment of principal or interest on the Note or any amount due hereunder within ten (10) days after the same has become due; b) Grantor fails to keep in full force and effect any of the insurance required under this Agreement, or operates the Aircraft at a time when, or at a place in which, such insurance is not in effect: c) Grantor fails to perform or observe any other covenant, condition or agreement required to be performed or observed by it hereunder or under any agreement. document or certificate related hereto, including the Loan Documents, and such failure continues for fifteen (15) days after written notice thereof from Secured Party to Grantor, d) Grantor defaults in the payment or performance of any other obligation to Secured Party or any affiliated Person controlling, controlled by or under common control with Secured Party; e) any representation or warranty (including but not withstanding those set forth in Article 6 hereof) now or hereafter made or information now or hereafter provided by Grantor. including any financial information, proves to be or to have been false. inaccurate, or misleading in any material respect: f) the commencement of any bankruptcy, insolvency, arrangement, reorganization, receivership, liquidation or other similar proceeding by or against Grantor or any of its properties or businesses (which, in the case of a proceeding commenced against Grantor, has not been dismissed within one hundred sixty (60) days of the filing thereof), the appointment of a trustee, receiver. liquidator or custodian for Grantor or any of its properties or businesses, or the making by Grantor of a general assignment or deed of trust for the benefit of creditors; g) Grantor defaults under any material obligation to a third party; h) Grantor fails to perform or observe any covenant set forth in Article 2, or any condition or agreement required to be performed or observed by it hereunder, and such failure continues for fifteen (15) days after written notice thereof from Secured Party to Grantor, i) Grantor does or agrees to (i) sell, transfer or dispose of all or substantially all of its stock or other ownership interests, assets or property. (il) merge with or into any other entity or engage in any form of corporate reorganization, (iii) become the subject of, or engage in, a leveraged buy-out or (iv) terminate its existence by merger. consolidation or sale of substantially all of its assets or otherwise; j) if Grantor is a privately held entity, more than 25% of Grantor's voting capital stock or ownership interests or effective control of Grantor's voting ownership Interests or capital stock issued and outstanding from time to time is not retained by the holders of such stock or interests on the date of this Agreement; 10 ACTIVE 50063530O SDNY_GM_02756965 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243887 EFTA01328751 SDNY_GM_02756966 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243888 EFTA01328752 k) if Grantor is a publicly held corporation, there is a change in the ownership of Grantor's stock such that Grantor is no longer subject to the reporting requirements of the Securities Exchange Act of 1934 or no longer has a class of equity securities registered under Section 12 of the Securities Act of 1933; I) Grantor is dissolved; m) Grantor becomes insolvent or generally fails to pay its debts as they became due or Grantor admits in writing its inability to pay its debts or obligations generally as they become due; n) Secured Party determines, in its sole discretion and in good faith, that there has been a material adverse change in the business. operations or financial condition of the Grantor since the date of this Agreement or that Grantor's ability to make any payment hereunder promptly when due or otherwise comply with the terms of this Agreement or any other agreement between Secured Party and Grantor is impaired; o) any event or condition set forth in subsections (d) through (n) of this section occurs with respect to any Person responsible, in whole or in part, for payment or performance of Grantor's obligations under this Agreement; p) any event or condition set forth in subsections (d) through (n) of this section occurs with respect to any affiliated Person, or any Person controlling, controlled by or under common control with Grantor, q) any of the liens created or granted hereby, or intended to be granted or created hereby, to Secured Party fails to be valid, first priority perfected liens subject to no prior or equal lien; r) an additional Lien (other than a Permitted Lien) attaches to the Equipment or any of the other Collateral, the Equipment or any of the other Collateral becomes subject to risk of seizure or forfeiture or Grantor creates in favor of or provides for the benefit of any Person (other than the Secured Party) or registers or consents to the registration with the International Registry of, an International Interest or a Prospective International Interest in or relating to the Airframe or Engines, or provides a IDERA in favor of any Person with respect to the Aircraft other than Secured Party; and s) nonpayment by Grantor of any Rate Management Obligation when due or breach by Grantor of any term, provision or conditioned contained in any Rate Management Agreement. Section 5.2 Remedies. Upon the occurrence of any Event of Default, Secured Party may declare any or all of the Obligations to be immediately due and payable without demand or notice to Grantor, and Secured Party will have the immediate right to enforce its rights hereunder. The Obligations accelerated thereby will bear interest (both before and after any judgment) until paid in full at the Default Rate. Should there occur a Default, and if a voluntary or an involuntary petition under the United States Bankruptcy Code is filed by or against Grantor while such Default remains uncured, the Obligations will be automatically accelerated and due and payable, and interest thereon at the Default Rate will automatically apply as of the date of the first occurrence of the Default, without any notice, demand or action of any type on the part of Secured Party (including any action evidencing the acceleration or imposition of the Default Rate). The fact that Secured Party has, prior to the filing of the voluntary or an involuntary petition under the United States Bankruptcy Code, acted in a manner which is inconsistent with the acceleration and imposition of such rate will not constitute a waiver of this provision or estoppel, Secured Party from asserting or enforcing Secured Party's rights hereunder. In addition, Secured Party may exercise any one or more of the following remedies, as Secured Party in its sole discretion elects: a) Proceed by appropriate court action, either at law or in equity, to enforce performance by Grantor of this Agreement or to recover damages, including incidental and consequential damages as a result of Grantor's breach hereof. b) Cause Grantor, at its expense, promptly to retum the Aircraft to Secured Party at such place as Secured Party designates. c) Enter upon any premises where the Aircraft is located and. without notice to Grantor, take immediate possession of and remove the same, together with any Engines and Parts, by self-help, summary proceedings or otherwise without any liability of any kind whatsoever on the part of Secured Party for or by reason of such entry or taking of possession. d) Sell or otherwise dispose of the Aircraft by public or private sale, with or without notice to the Grantor, and without having the Aircraft present at the place of sale and in such manner as it deems appropriate. Secured Party may elect to purchase the Aircraft at such sale for a price not less than the highest bona fide bid given by a Person unrelated to Grantor. Grantor waives all of its rights under laws governing such sale to the extent permitted by law. Grantor hereby agrees that ten working days' prior notice to Grantor of any public sale or of the time after which a private sale may be negotiated will be conclusively deemed commercially reasonable notice. 11 ACTIVE 50063530v1 SDNY_Glvl_02 756967 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA ({)243889 EFTA01328753 SDNY_GM_02756968 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243890 EFTA01328754 e) Hold, keep idle. lease, de-register, export or use or operate all or part of the Aircraft without any liability whatsoever and store the Aircraft on Grantor's premises pending lease or sale or hold a sale on such premises without liability for rent or costs whatsoever. Enter upon any premises where the Aircraft is located and, take immediate possession of and remove the same, together with any Engines and Parts, by any legal means. By offset, recoupment or other manner of application, apply any security deposit, monies held in deposit or other sums then held by Secured Party or any affiliate of Secured Party, and with respect to which Grantor has an interest, against any obligations of Grantor arising under this Agreement, any Notes any or other Loan Document, whether or not Grantor has pledged, assigned or granted a security interest to Secured Party in any or all such sums as collateral for said obligations. g) Exercise any other right or remedy available to Secured Party under applicable law. In addition, Grantor win be liable for all costs, charges and expenses, including reasonable legal fees and disbursements, incurred by Secured Party by reason of the occurrence of any Event of Default or in enforcing Seared Party's rights under the Agreement, before or in connection with litigation and for any deficiency in the disposition of the Aircraft. Each of the rights and remedies of Secured Party hereunder and under the other Loan Documents is in addition to all of its other rights and remedies hereunder, under the other Loan Documents and under applicable law and nothing in this Agreement or any other Loan Document shall be construed as limiting any such right or remedy. Secured Partys failure to exercise or delay in exercising any right, power or remedy available to Secured Party shall not constitute a waiver or otherwise affect or impair its rights to the future exercise of any such right, power or remedy. Waiver by Secured Party of any Event of Default shall not be a waiver by Secured Party of any other or subsequent Events of Default. Section 5.3 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 are cumulative and are in addition to every other right, power and remedy herein or therein specifically given or now or hereafter existing at law. including upon an Event of Default any applicable remedies specified under the Cape Town Treaty available to Secured Party, 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 will 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 will 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 5.4 Grantor's Waiver of Riohts. 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 5, including any right to require Secured Party to seli, lease or otherwise use the Aircraft in mitigation of Secured Party's damages as set forth herein. Section 5.5 Power of Attorney. The Grantor hereby appoints the Secured Party or its designated agent as such Grantors 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 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 aritred Party in the Collateral, or in this Agreement or the other Loan Documents. Section 5.6 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 has occurred and is 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, will be distributed by the Secured Party in the following order of priority: a) First, so much of such payments and amounts as are required to pay the expenses paid by the Secured Party pursuant to this Article 5 (to the extent not previously reimbursed) will be paid to the Secured Party; b) Second, so much of such payments or amounts as are required to pay the amounts payable any Indemnified Party (to the extent not previously reimbursed) will be paid to such to Indemnified Party; 12 ACTIVE 50063530O SDNYGIvi_02 756969 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0024389I EFTA01328755 SDNY_GM_02756970 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243892 EFTA01328756 c) Third, so much of such payments or amounts remaining as are 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 Obligations, will 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 d) Fourth, the balance, if any, of such payments or amounts remaining thereafter will be paid to the Grantor. Section 5.7 Suits for Enforcement. In case of any default in payment of the Loan beyond any applicable grace period, then, regardless of whether or not the Loan has then been 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 is sufficient to pay the costs and expenses of collection, including reasonable attorneys' fees and expenses. ARTICLE 6 — REPRESENTATIONS AND WARRANTIES Section 6.1 Representations Warranties and Covenants of Grantor. Grantor represents, warrants and covenants that: a) Grantor's exact legal name Is as set forth in the preamble of this Agreement and 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, (iv) is and will continue to be a 'citizen of the United Stater. 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 Obligations are due to Secured Party under the Loan Documents, (v) has not, within the previous six (6) years, changed its name, done business under any other names. changed its thief place of business from its present location, or merged or consolidated with any other entity except as previously disclosed to Secured Party, and (vi) is not Insolvent within the meaning of any applicable state or federal law; 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; f) There are no suits or proceedings pending or, to Grantor's knowledge, 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 under the Loan Documents; g) All financial statements, if any, delivered to Secured Party in connection with the Obligations 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, if the Aircraft is to be acquired hereafter, will be) and will remain the sole lawful owner of the Aircraft and, except as otherwise consented to in writing by Secured Party, Grantor will remain in sole, open and notorious possession of the Aircraft. Grantor has (or, if the Aircraft is to be acquired hereafter, will upon acquisition thereof have) good and marketable title to the Aircraft and power to dispose of the Aircraft, free and dear of all liens and encumbrances other than the lien evidenced by this Agreement and Permitted 13 ACTIVE 5006353Ov1 SDNY_GM_02756971 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243893 EFTA01328757 SDNY_GM_02756972 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243894 EFTA01328758 Liens. Grantor will, at all times during which any amount remains unpaid hereunder or under the Note, keep the Aircraft and the other Collateral free from all Liens, other than those in favor of Secured Party and Permitted Liens, and Grantor will defend the Aircraft and the other Collateral against all claims and demands of all other persons claiming any interest therein: I) Grantor has filed or caused to be filed all required federal, state and local tax returns, and has paid or caused to be paid and will continue to pay all taxes that are due and payable with respect to its business and assets (except if being contested In good faith and if adequate reserves for the payment thereof have been established). All sales, use, documentation or similar taxes, fees or other charges due and payable on or prior to the date hereof with respect to the sale to and purchase by Grantor of the Aircraft have been paid in full. Grantor will 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) Grantor is the registered owner of the Aircraft, as shown in the records of the FAA and, so long as any of the Obligations remain unpaid, Grantor will not impair such registration or cause it to be impaired, suspended or cancelled, nor will Grantor register the Aircraft under the laws of any country except the United States of America; k) Grantor will 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 of the Engines has 550HP or greater rated takeoff horsepower or the equivalent of such horsepower and, if a jet propulsion engine, has at least 1750 lbs of thrust or its equivalent; m) Except for (i) registration of the Aircraft with the FAA, (ii) filing and recording of this Agreement with the FAA, (iii) the filing of AC Form 8050.735 with respect to the international interests assigned or created (or to be assigned or created In the case of Prospective Assignments or Prospective International Interests) in the Aircraft by this Agreement and effecting the registration of such interests with the International Registry and (iv) filing of a financing statement under the UCC, no further action, including any filing, registration or recording of any document, is necessary or advisable in order to establish and perfect Secured Party's interest in the Aircraft as against Grantor and/or any other Person: n) Grantor has no pending claims and Grantor has no knowledge of any facts upon which a future claim may be based, in each case for breach of warranty or otherwise, against any prior owner, any manufacturer. or any supplier of the Airframe, any Engine, or any Parts; o) The Records have been kept, and Grantor will so long as any Obligations remain outstanding continue to keep the Records, in accordance with the requirements of the FM rules and regulations and industry standards. p) Grantor is, and will remain, in full compliance with all laws and regulations applicable to it including without limitation. (i) ensuring that no person who owns a controlling interest in or otherwise controls Borrower is or shall be (A) listed on the Specially Designated National and Blocked Person List maintained by the Office of Foreign Assets Control ("OFAC"). Department of the Treasury and/or any other similar lists maintained by OFAC pursuant to any authorizing statute, executive order or regulations or (C) a person designated under Section 1(b), (c) or (d) of Executive Order No. 13224 (September 23, 2001), any related enabling legislation or any other similar executive order and (ii) compliance with all applicable Bank Secrecy Act ("BSA") laws. regulations and government guidance on BSA compliance and on the prevention and detection of money laundering violations ARTICLE 7 — SECURITY INTEREST ABSOLUTE Section 7.1 Security Interest Absolute. All rights of the Secured Party and the security interests and International Interests assigned, granted to and created in favor of the Secured Party hereunder, and all obligations of the Grantor hereunder, will 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: (i) assert any claim or demand or to enforce any right or remedy against the Grantor or any other Person under the provisions of this Agreement any other Loan Document or Otherwise; or (ii) to exercise any right or remedy of collateral securing, any of the Obligations: 14 ACTIVE 50063530i4 SDNY_Givl_02756973 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243895 EFTA01328759 SDNY_GM_02756974 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243896 EFTA01328760 C) any change in the time, manner or place of payment of, or in any other term of. all or any of the Obligations or any other extension, compromise or renewal of any of the Obligations: d) any reduction, limitation, impairment or termination of any of the Obligations for any reason. including any claim of waiver, release, surrender, alteration or compromise, and will 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, inegularity, compromise. unenforceability of, or any other event or occurrence affecting, any of the Obligations: e) any amendment to. rescission, waiver, or other modification of, or any consent to departure from. any of the terms of this Agreement or any other Loan Document: or f) 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 of the Obligations: or any other circumstances which might otherwise constitute a defense available to, or a legal Of equitable discharge of, the Grantor, any surety or any guarantor. ARTICLE 8 — MISCELLANEOUS Section 8.1 Governina Law: Jurisdiction. THIS AGREEMENT IS BEING DELIVERED IN THE STATE OF FLORIDA. THIS AGREEMENT, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE. WILL IN ALL RESPECTS BE GOVERNED BY, AND BE CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF FLORIDA, WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES. Grantor hereby Irrevocably consents and agrees that any legal action, suit or proceeding arising out of or in any way in connection with this Agreement or any of the other Loan Documents may be Instituted or brought in the courts of the State of Florida or In the United States Courts located in the State of Florida, and the appellate courts from any thereof as Secured Party may elect or in any other state or Federal court as Secured Party shall deem appropriate, and by execution and delivery of this Agreement, the Grantor hereby irrevocably accepts and submits to, and in respect of its property, generally and unconditionally, the exclusive jurisdiction of any such court, and to all proceedings in such courts. Grantor irrevocably consents to service of any summons and/or legal process by first class, certified United States air mail, postage prepaid, to Grantor at the address set forth herein, such method of service to constitute, in every respect, sufficient and effective service of process in any such legal action or proceeding. Nothing in this Agreement or in any of the other Loan Documents shall affect the right to service of process in any other manner permitted by law or limit the right of Secured Party to bring actions, sults or proceedings in the courts of any other jurisdiction. Grantor further agrees that final judgment against it In any such legal action, suit or proceeding shall be conclusive and may be enforced In any other jurisdiction, within or outside the United States of America, by suit on the Judgment, a certified or exemplified copy of which shall be conclusive evidence of the fact and the amount of the liability. Secured Party and Grantor agree that such state and Federal courts of and within the State of Florida have non-exclusive jurisdiction in respect of any claims brought under the Cape Town Treaty relating to the Aircraft. Section 8.2 Notices. All notices and other communications hereunder will be in writing and will be transmitted by hand, overnight courier or certified mail (return receipt requested). US postage prepaid. Such notices and other communications will be addressed if to Secured Party and if to Grantor at the parties respective address as set forth in the introductory paragraph of this Agreement or at such other address as any party may, from time to time, designate by notice duly given in accordance with this section. Such notices and other communications will be effective upon the earlier of receipt or three days after marling if mailed in accordance with the terms of this section. Section 8.3 Time of the Essence. Time is of the essence in the payment and performance of all of Grantor's obligations hereunder and under the other Loan Documents. Section 8.4 Limitation as to Enforcement of Rights. Remedies and Claims. Nothing in this Agreement, whether express or implied, will 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 8.5 Severability of Invalid Provisions. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction will, 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 will not invalidate or render unenforceable such provision in any other jurisdiction. Section 8.6 Assignment. GRANTOR WILL NOT SELL, TRANSFER, ASSIGN, CHARTER, LEASE, CONVEY. PLEDGE, MORTGAGE OR OTHERWISE ENCUMBER THE AIRCRAFT OR THIS AGREEMENT . AND ANY SUCH ATTEMPTED SALE, TRANSFER, ASSIGNMENT, CHARTER. LEASE, CONVEYANCE. PLEDGE, MORTGAGE OR ENCUMBRANCE, WHETHER BY OPERATION OF LAW OR OTHERWISE SHALL BE OF NO FORCE OR EFFECT 15 ACTIVE A0061A10v1 SDNY_GN1_02 756975 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243897 EFTA01328761 SDNY_GM_02756976 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243898 EFTA01328762 WITHOUT THE PRIOR WRITTEN CONSENT OF SECURED PARTY. IN ADDITION, GRANTOR WILL NOT ENTER INTO ANY INTERCHANGE AGREEMENT WITH RESPECT TO THE AIRCRAFT OR RELINQUISH POSSESSION OF THE AIRCRAFT OR ANY ENGINE, OR INSTALL ANY ENGINE OR PART, OR PERMIT ANY ENGINE OR PART TO BE INSTALLED, ON ANY AIRFRAME OTHER THAN THE AIRFRAME DESCRIBED HEREIN. No consent by Secured Party to any of the foregoing will in any event relieve Grantor of primary, absolute and unconditional liability for its duties and obligations under this Agreement. Secured Party, at any time with or without notice to Grantor, may sell, transfer, assign and/or grant a security interest in all or any part of Secured Party's interest in the Loan Documents or the Aircraft or any part thereof (each, a "Secured Party Transfer") and Grantor hereby expressly consents in advance to any such assignment by Secured Party of the Loan Documents and Secured Party's associated rights therein, including in connection therewith any assignment of Secured Party's International Interests assigned or created hereunder in or relating to the Aircraft. Any purchaser, transferee, assignee or secured party of Secured Party (each a 'Secured Party Assignee") will have and may exercise all of Secured Party's rights hereunder with respect to the items to which any such Secured Party Transfer relates, and Grantor will not assert against any Secured Party Assignee any claim Grantor may have against Secured Party, provided Grantor may assert any such claim in a separate action against Secured Party. Upon receipt of written notice of a Secured Party Transfer. Grantor will promptly acknowledge in writing its obligations under this Agreement, will comply with the written directions or demands of any Secured Party Assignee and will make all payments due under the assigned Agreement as directed in writing by the Secured Party Assignee. Following such Secured Party Transfer, the term 'Secured Party* will be deemed to include or refer to each Secured Party Assignee. Grantor will provide reasonable assistance to Secured Party to complete any transaction contemplated by this subsection. Subject to the restriction on assignment contained in this subsection, this Agreement inures to the benefit of, and is binding upon, the successors and assigns of the parties hereto. Section 8.7 Benefit of Parties. Successors and Assigns: Entire Agreement. All representations, warranties, covenants and agreements contained herein or delivered in connection herewith will be binding upon, and inure to the benefit of. the Grantor and the Secured Party and their respective legal representatives, successors and assigns. 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 8.8 Further Assurances. At any time and from time to time, upon the reasonable request of the Secured Party, the Grantor will promptly and duly execute and deliver any and all such further instruments and documents and lake such action (Including providing any necessary consents) with the International Registry as may be reasonably specified in such request, and as are reasonably necessary to perfect, preserve or protect the security interests, international interests and assignments created or intended to be created hereby, or to obtain for the Secured Party the lull benefit of the specific rights and powers herein granted and assigned, including 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, international interests or assignments created or intended to be created hereby. Section 8.9 Performance by Secured Party. In its discretion, the Secured Party may (but will not be obligated to), at any time and from time to time (regardless of whether or not a Default or an Event of Default has occurred), for the account of the Grantor, pay any amount required to be paid by the Grantor hereunder, or do any act required of the Grantor hereunder, and which the Grantor fails to pay or do at the time required, and any such payment will be repayable to the Secured Party by the Grantor on demand, will bear interest at the Default Rate, and will be secured by the Collateral. Section 8.10 Indemnity. Grantor will indemnify and hold harmless Secured Party and each Secured Party Assignee, on an after tax basis, from and against any and all liabilities. causes of action, claims, suits, penalties, damages, tosses, costs or expenses (including attorneys' fees), obligations, demands and judgments (collectively, a 'Liability') arising out of or in any way related to: (a) Grantor's failure to perform any covenant under any of the Loan Documents, (b) the untruth of any representation or warranty made by Grantor under the Loan Documents, (c) the order, manufacture, purchase, ownership, selection, acceptance, rejection, possession. rental, sublease, operation. use, maintenance, control, loss, damage, destruction, removal, storage, surrender, sale, condition, delivery, retum or other disposition of or any other matter relating to the Aircraft, or (d) injury to persons, property or the environment including any Liability based on strict liability in tort, negligence, breach of warranties or Grantor's failure to comply fully with applicable law or regulatory requirements: provided, that the foregoing indemnity will not extend to any Liability to the extent resulting solely from the gross negligence or willful misconduct of Secured Party. Section 8.11 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. 16 ACTIVE 50063530v1 SDNY_GM_02756977 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA ({)243899 EFTA01328763 SDNY_GM_02756978 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243900 EFTA01328764 Section 8.12 Waiver of Jury Trial. SECURED PARTY AND GRANTOR HEREBY EACH WAIVE THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THE AIRCRAFT OR THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS . THIS WAIVER IS MADE KNOWINGLY, WILLINGLY AND VOLUNTARILY BY SECURED PARTY AND GRANTOR, WHO EACH ACKNOWLEDGE THAT NO REPRESENTATIONS HAVE BEEN MADE BY ANY INDIVIDUAL TO INDUCE THIS WAIVER OF TRIAL BY JURY OR IN ANY WAY TO MODIFY OR NULLIFY ITS EFFECT. THIS WAIVER APPLIES TO ANY SUBSEQUENT AMENDMENTS. RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO. 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 8.13 Counterpart Execution; Joint and Several Liability. This Agreement and any amendments 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, will be an original, but all such counterparts will together constitute but one and the same instrument. Such counterparts may be exchanged via facsimile, dow-sign, pdf or similar form of electronic transmission. Fully executed sets of counterparts will be delivered to, and retained by, the Grantor and the Secured Party. If this Agreement is executed by more than one Person as Grantor, the obligations of all such signers hereunder will be joint and several and all references to "Grantor" will apply both jointly and severally. Section 8.14 Substitution. Subject to the following conditions and Secured Party's consent, which shall not be unreasonably withheld, Grantor shall have the option to sell the Aircraft to an unrelated third party and to replace it with an aircraft of a comparable (or better) make and model as the Aircraft which shall be free and clear of all Liens and shall have at least the Fair Market Value, utility and remaining useful life and be in as good an operating condition as the Aircraft and be reasonably satisfactory to Secured Party (the 'Replacement Aircraft"), on the date specified by Grantor in its notice to Secured Party ("Substitution Date"). Such Replacement Aircraft shall be in as good condition as the Aircraft, assuming the Aircraft was in the condition and repair required by the terms of this Agreement on the Substitution Date. This option (a "Substitution Option') may be exercised by Grantor provided that: (i) Grantor shall have entered into a contract (a copy of which shall be provided to Secured Party) for the sale of the Aircraft to an independent third party; (ii) unless waived in writing by Secured Party, Grantor shall have given Secured Party at least sixty (60) days' prior written notice of its intention to exercise the Substitution Option; (iii) no Default or Event of Default hereunder shall then have occurred and be continuing. At Grantor's expense, Secured Party shall cooperate with Grantor with respect to the sale and substitution contemplated herein. On the Substitution Date: (A) Grantor shall pay to Secured Party any applicable Taxes, if any, becoming due in connection with such substitution; (B) Grantor shall execute any further amendment of this Agreement and any other Loan Documents as reasonably requested by Secured Party to give effect to such substitution, which shall be filed for recording with the FAA. International Registry, relevant state UCC registries, and any other place reasonably requested by Secured Party, at Grantor's expense; and (C) Secured Party's security interest in the Aircraft shall terminate. Secured Party shall, at Grantor's expense. provide such other documents as may be required to release the Aircraft from the terms and conditions of this Agreement and to transfer to the purchaser its interest therein, and in any assignable manufacturer's or servicer's maintenance service contracts and/or extended warranties having been previously assigned by Grantor to Secured Party, in such form as may reasonably be requested by Grantor. For the avoidance of doubt, Secured Party and Grantor agree that there shall be no Prepayment Premium (as set forth in the Note) associated with any substitution pursuant to this Section 8.14. If Secured Party and Grantor fail to agree upon the Fair Market Value of the Replacement Aircraft before the Substitution Date, Secured Party will appoint an independent appraiser (reasonably acceptable to Grantor) to determine the fair market value of the Replacement Aircraft, and that determination will be final, binding and conclusive. Grantor agrees to pay the costs and expenses of any such appraisal. For the purposes of this Section 8.14, 'Fair Market Value' will be determined on the basis of, and will equal in value, the amount that would be obtained in an arm's length transaction between an informed and willing buyer (who is neither a lessee and/or debtor in possession nor a used equipment dealer) and an informed and willing seller, under no compulsion to sell, and in such determination costs of removal of the Replacement Aircraft from its then location will not be a deduction from such Fair Market Value. 17 ACTIVC 50063530v/ SON Y_GIv1_02756979 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243901 EFTA01328765 SDNY_GM_02756980 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243902 EFTA01328766 ARTICLE 9 - DEFINITIONS Section 9.1 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. The terms 'including," Includes' and "include will be deemed to be followed by the words "without limitation' Unless otherwise defined herein, capitalized terms used herein have the meanings given thereto in the Note. The following terms have the respective meanings set forth below: a) 'Act" means the Federal Aviation Act of 1958, as amended from time to time and modified at 49 U.S.C. § 44101 et seq. b) "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. c) "Aircraft" means the Airframe together with the Engine(s), whether or not such Engine(s) are installed on the Airframe or any other airframe. d) "Airframe' means (I) one (1) Bell model 430 aircraft (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 1 attached hereto, (II) any and all avionics, appliances. instruments, arceccories and parts, and all replacements therefor, which are from time to time incorporated or installed in or attached thereto or which have been removed therefrom, and (iii) any replacement airframe which may from time to time be substituted for such Airframe in accordance with the terms of the Agreement. e) 'Business Day' means a day other than a Saturday or Sunday on which the banks are open for business in Florida. f) tape Town Treat' has the meaning provided in 49 U.S.C. §44113(1). 9) "Closing Date' means the date on which the Secured Party makes the Loan to Grantor pursuant to the Note. h) "Collateral' has the meaning set forth in Section 1.1 hereof. i) "Default" means an event which, after the giving of notice or lapse of time, or both, would become an Event of Default. j) "Default Rate" means the rate per annum set forth in Section 2.12 above. k) "IDEFtA' means an Irrevocable De-Registration and Export Request Authorization in substantially the form annexed to the Cape Town Treaty, in the form attached hereto as Exhibit A. I) "Engine" means (i) each of the engines manufactured by Rolls Royce model 250-C40B having the manufacturer's serial number specified on Schedule 1 attached hereto (which engine(s) 550HP or greater rated takeoff horsepower or the equivalent of such horsepower and, if such engine is a jet propulsion aircraft engine, has at least 1750 lb of thrust or its equivalent), whether or not from time to time installed on the Airframe or any other airframe, (ii) any replacement engine which may from time to time be substituted for the Engine pursuant to the terms of the Agreement, and (iii) in each case, any and all parts which are from time to time incorporated or installed in or attached to the Engine and any and all parts removed therefrom. m) "Equipment" means any or all of the Airframe. Engines and Parts. n) 'Event of Default" has the meaning set forth in Section 5.1 hereof. 18 ACTIVE 50063530v1 SDNY_GM_02756981 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243903 EFTA01328767 SDNY_GM_02756982 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243904 EFTA01328768 o) "Event of Loss" means: the Aircraft is lost, stolen, destroyed, rendered permanently unfit for its intended use, or irreparably damaged, from any cause whatsoever: (ii) the Aircraft is returned to the manufacturer or seller or either of their agents or nominees pursuant to any warranty settlement or patent indemnity settlement; (iii) the Aircraft is damaged to the extent that an insurance settlement is made on the basis of a total loss or a constructive or compromised total loss; (IV) the Aircraft is prohibited from use for air transportation by any agency of the Government for a period of six months or more; or (v) the Aircraft is 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 will be deemed to have occurred if an Event of Loss occurs with respect to the Airframe that constitutes a part of the Aircraft. p) '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. q) 'Government means the federal government of the United States of America or any instrumentality or agency thereof. r) Reserved. s) Reserved. t) 'Incorporated In" means incorporated. installed in or attached to or otherwise made a part of. u) 'Indemnified Parties" means the Secured Party and its successors, assigns, transferees, directors, officers, employees, shareholders, servants and agents. v) 'International Interest' shall have the meaning provided thereto in the Cape Town Treaty. w) International Registry" has the meaning provided in 49 U.S.C. §44113(3). x) 'Lien" means any assignment, mortgage, pledge, lien, charge, encumbrance, lease security, interest International Interest, Prospective Assignment, Prospective International Interest, or any claim or exercise of rights affecting the title to or any interest in property. y) 'Loan Documents' means, collectively, this Agreement, the Note, If any, an IDERA in favor of Secured Party, any Guaranty, the Rate Management Agreement and all other documents prepared by Secured Party and now or hereafter executed in connection therewith, including without limitation any guaranty or assignment, and all amendments, restatements, modifications and supplements thereto. z) '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. If an Event of Loss occurs during a period of time when no prepayment is permitted, the Loss Value will include a prepayment premium in an amount equal to 3% of the then outstanding principal balance remaining under the Note. aa) 'Modified Following Business Day Convention" means the first following day that is a Business Day unless that day falls in the next calendar month, in which case that date will be the first preceding day that is a Business Day. bb) Reserved. cc) 'Note" means, collectively, a4 now existing or hereafter executed promissory notes by Grantor as maker in favor of Secured Party, which, according to their respective terms, are executed pursuant to, and secured by the Collateral pledged under, this Agreement, and all amendments, restatements. modifications and supplements thereto. dd) 'Note Payment Date" has the meaning set forth in the Note. ee) 'Obligations" has the meaning given in Section 1.1. IQ "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 19 ACTIVE 500635300 SDNY_GN1_02 756983 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243905 EFTA01328769 SDNY_GM_02756984 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243906 EFTA01328770 "ELT means 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 2.4 or Section 2.5 hereof. gg) "Prospective Assignment" shall have the meaning provided thereto In the Cape Town Treaty. hh) "Prospective International Interest' shall have the meaning provided thereto in the Cape Town Treaty. ii) 'Permitted Lien' means: (i) Liens in favor of or expressly consented to in writing by the Secured Party; and (ii) 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). jj) '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. kk) "Primary Hangar Location' has the meaning specified in Section 2.8. II) Reserved. mm) "Rate Management Agreement" means any agreement, device or arrangement providing for payments which are related to fluctuations of interest rates, exchange rates, forward rates, or equity prices, including, but not limited to, dollar-denominated or cross-currency interest rate exchange agreements, forward currency exchange agreements, interest rate cap or collar protection agreements, forward rate currency or interest rate options, puts and warrants, and any agreement pertaining to equity derivative transactions (e.g., equity or equity index swaps, options. caps, floors, collars and forwards), and any schedules, confirmations and documents and other confirming evidence between the parties confirming transactions thereunder, all whether now existing or hereafter arising, and in each case as amended, modified or supplemented from time to time. nn) "Rate Management Obligations" means any and all obligations of Grantor to Secured Party or any affiliate of CMG BELL430 49078 LLC, whether absolute, contingent or otherwise and howsoever and whensoever (whether now or hereafter) created, arising, evidenced or acquired (including all renewals. extensions and modifications thereof and substitutions therefore), under or in connection with (i) any and all Rate Management Agreements, and (ii) any and all cancellations, buy-backs, reversals, terminations or assignments of any Rate Management Agreement. oo) 'Records means the records, logs and other material described in Section 2.2. pp) 'UCC' or "Uniform Commercial Code" means the Uniform Commercial Code as in effect in any applicable jurisdiction. (Signature pages follow) 20 AC nvE $0063530v1 SDNY_Glvl_02756985 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243907 EFTA01328771 SDNY_GM_02756986 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243908 EFTA01328772 IN WITNESS WHEREOF, the parties have each executed this Aircraft Security Agreement, as of the date set forth above. GRANTOR: OUR AIR RESOURCES LLC By: Name: y1,01 r..tn.A8 (44-i Tale: wAv ate- Address: 101 South 200 East. Suite 101. Salt Lake City, UT 84111 Telecopim: SECURED PARTY: CMG BELL430 49078 LLC By. Name: Title: Address: Attention: Telecopier: 21 ACTIVE 50063530O SDNY_GM_02756987 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFFA_00243909 EFTA01328773 SDNY_GM_02756988 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243910 EFTA01328774 IN WITNESS WHEREOF. the parties have each executed this Aircraft Security Agreement. as of the date set forth above. GRANTOR: QIR AIR RESOURCES LLC By X Name: Title: Address: 101 South 200 East. Suite 101. Salt Lake City. UT 84111 Telecopier: SECURED PARTY: CMG BELL43' 4j'78 LLC By: Name: Pr. Title: imp," bite Address: Attention Telecopier: 21 ACTIVE 50063530v3 SDNY_GM_02756989 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0024391 I EFTA01328775 SDNY_GM_02756990 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243912 EFTA01328776 Schedule 1 to Aircraft Security Agreement Airframe Make and Model: Bell model 430 United States Registration Number: N331JE Airframe Manufacturer's Serial Number: 49078 Engine Make and Model: Rolls Royce model 250-C408 Engine Manufacturers Serial Numbers: CAE844167 and CAE844169 Avionics: ACTIVE i351e✓f SDNY_GM_02756991 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243913 EFTA01328777 SDNY_GM_02756992 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243914 EFTA01328778 Exhibit A to Artotatt Security Agreement FORM OF IRREVOCABLE DE-REGISTRATION AND EXPORT REQUEST AUTHORIZATION IRREVOCABLE DE-REGISTRATION AND EXPORT REQUEST AUTHORIZATION THIS IRREVOCABLE DE-REGISTRATION AND EXPORT REQUEST AUTHORIZATION IS LINKED TO AND PART OF THAT CERTAIN AIRCRAFT SECURITY AGREEMENT DATED ma -y, 2020, BY AND BETWEEN CMG BELL430 49078 LLC AND QIR AIR RESOURCES LLC, WHICH IS BEING FILED WITH THE FEDERAL AVIATION ADMINISTRATION CONTEMPORANEOUSLY HEREWITH May 1.2020 To: Federal Aviation Administration Re: Irrevocable De-Registration and Export Request Authorization The undersigned is the registered owner of the Bell model 430 bearing manufacturers serial number 49078 and registration N331JE (together with all installed, incorporated or attached accessories. parts and equipment, the "aircraft"). This instrument is an Irrevocable de-registration and export request authorization Issued by the undersigned in favor of CMG BELL430 49078 LW ("the authorized party") under the authority of Article XIII of the Protocol to the Convention on International Interests in Mobile Equipment on Matters specific to Aircraft Equipment. In accordance with that Article, the undersigned hereby requests: (i) recognition that the authorized party or the person it certifies as its designee is the sole person entitled to: (a) procure the de-registration of the aircraft from the Aircraft Register maintained by the Federal Aviation Administration for the purposes of Chapter III of the Convention on International Civil Aviation, signed at Chicago, on 7 December 1944, and (b) procure the export and physical transfer of the aircraft from the United States of America; and (ii) confirmation that the authorized party or the person it certifies as its designee may take the action specified in clause (i) above on written demand without the consent of the undersigned and that, upon such demand, the authorities in the United States of America shall co-operate with the authorized party with a view to the speedy completion of such action. The rights in favor of the authorized party established by this instrument may not be revoked by the undersigned without the written consent of the authorized party. ACTIVE 5006353Ov1 SDNY_GM_02756993 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0024391.5 EFTA01328779 SDNY_GM_02756994 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002439 I 6 EFTA01328780 Please acknowledge your agreement to this request and its terms by appropriate notation in the space provided below and lodging this instrument in the Aircraft Register maintained by the Federal Aviation Administration. QIR AIR RESOURCES LLC J 9 Name: A 9-it- "rt k^-) Title: WANa6gt (Signature Page to IDERA) SDNY_GM_02756995 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002439 I 7 EFTA01328781 SDNY_GM_02756996 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0024391 EFTA01328782 DOCUMENT LEVEL ANNOTATIONS ORIG # 3788 Ret'd to IATS. SDNY_GM_02756997 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243919 EFTA01328783 SONY_GM_02756498 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243920 EFTA01328784 CrecuSIpn Envelope ID: 1A3063C1-BASK-4FAB-86G2-5FMDF326077 UNITED STATES OF AMERICA -DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION - MIKE MONRONEY AERONAUTICAL CENTER AIRCRAFT REGISTRATION APPLICATION I LeATE0 STATES 0 I. 3 RC" TRAnce•N331JE eER TIRE Of SIOISTRATON 0 theta.* tons X4 NRCRair 0 I OMPTIMPTA 0 a.Gears to h44nUFACTURV4 MO Bat Bell 430 pdsect etaked CI 5. Clemenn i to to AVCRAFT ill tUatoolUabilttOanIalaI I lig a 49078 U e. eca.cenecoreeressi 0 to Marna 0 a. Non.Olom Caucruion CeOrar NMAEGS)Cf APPLCANT(S) penen(a) age, cn ...seta eicAmenes if ialwhisi.pp halnem TeX An and wiliSAINGOI OIR Air Resources, LLC TELE/HONE easiBER: (801 ) 755-7828 MAUR)NORMS iPannininInver. address b Ina apOicart on la,) MAMEll APO Mat 101 South 200 East. Suite 101 MAW ROUTE: Pd PDX COY: Salt Lake City STATE UT zip 84111 Inetlatal. ALORESSA.00A110% f P 0 WS OR NuRaL ROUTE BOX USED FOR MPLNOMX*2312 MASER AND STREET: DESCRIMON OF LOCATION OTY: STATE- Z.: O CROCK HEMS YOUARE gay REP'Male A CHANGE OF ADDRESS ESOMESSIED al CMITre II) Melte dem *wax ~es BY xx.‘Benered cameo** it rap Offek AND/OR COMM An. re 0 ®A A cam Of V* UMW Man et Opined by 0 USG 40101(15X 0 tt A ivelOenT elen OM Son nostorkt (Cam 1.551) No De A mopolecen oxyweece awnina and dors Wass uXlee So Ms of IMMO by — ewe Is Med as ohs* uses in to uses Wm le•bree of figM ban se. ANIS* i ye inspectional...SS annWdaso Pirakai IMAM) CI il A anxemisuadro • voting Melee SAW EA* maw clew** 0/ Mos Bard soya is OrrOM. I. Po NemPipet amitytheir. cecina& by Vie ecoOklol fl an Wan X. sign oncnilie doconts leek abaft regilerefon on tent. dee welly ad me i .vi pro.46s the env easeteecma, mums& ea 0) ITS re wealIS not ,,?vend Laen M leas el AN kgeN , coal'. DM IA) 11.10 MSS •Afera CI c-nersho Is irhyted a hes twin peg we, the f ono. *mkt Arlyristaaon ANY AND ALL SIGNATORIES OF THIS APPLICATION MUST READ THE FOLLOWING AND UNDERSTAND THAT, BY APPLYING A SIGNATURE TO THIS DOCUMENT, THEY ARE SUBJECT TO THE REFERENCED STATUTES AND ASSOCIATED PENALTIES. I hay <wily Owl Fe whales. provided Ian and in Ing avarrnare to Ps AppliCiton for wad nypeatcn e rue. scants and crate:lb041 bald cry knzracce and Wad I usdarstrd Ns F. rfonrelen pouted by ms el be Mud OS byte FM stnnevalm in Sew dour- Wand Oselkelte b trail reglstrOon. I sruletand ret *SOWN n any maNnatm lheIrdsactan ol any depanrnant or agency of to Uote0 Slats. blow* and selfly la100. conceaS or covers up (try any extt scrum a demos) a Haled' lam UAWHaab any I'M. mikado; a &Loan slant or represelaSons or entry. way be Med up 02501:00 or Inman! not Mai than Iv! 0) Mr, ef W41118 LIS C- Sedate IOW and 3STu. I Livesucxltel. 'noun I *town* pro.0 arty nudanor or lee rearmost. 'pogo, or so WNW eras may be nosed. NOTE: If executed for co-ownership, all applicants must sign. Us. next page and add pago(s) If necessary. Ursa 0.0 as SIGNATURE: DATE- AA44 1 4iLitAyk I I St 0.7 ad aa INPEDIMINTE0 NANE : Meek Israelsen tonal INUITS TITLE: Mafteging414 eRitief terlanbre SIGNATURE: DATE 2 TYPEDyPRINTED NAME: TITLE: "Mt Paraol when Use most mint racistratlas °IN subiact Ora* is extend a 060 04 14 Ent 4731(e) provides for in airworthy U.S. *MA le be *Wald for up 10 90 days IOU* Ms United Stem fl an a copy ol tra tired mplIcatve for Its mgistransn is canted In es simian ebb mailing IMAM* and 100410fIt. new Nattiest, cmtlIcata. • AMMeimotos Mrs) • SDNY_GM_02758999 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243921 EFTA01328785 VVIONVI)10 A110 VNIONVIN0 El :II WI L- ail Oa illi NOI1V2I1S19311 IlVil3VIV TVA HUM 03111 15, 757000 17 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, SDNY_GM_02and EFTA_00243922 EFTA01328786 LETTER OF EXTENSION (For Authority to Operate an Aircraft Pending Registration ) The authority to operate Aircraft N331JE, BELL 430, SIN 49078 is extended for 120 days from the date stamped below, or until the Certificate of Aircraft Registration (AC Form 8050-3) is issued, whichever date occurs first. DATE EA Jun 08, 2020 This Letter of Extension must be carried in the aircraft with a copy of the aircraft registration application as temporary authority to continue to operate the aircraft without registration within the United States. This is not an authorization to operate the aircraft without an appropriate Airworthiness Certificate (FAA Form 8100-2 or 8130-7), or its equivalent. U.S. Department Transportadon EZRA ATKINS Federal Aviition Civil Aviation Registry Administration REGAR-37 (08/19) SDNY_GM_02757001 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_00243923 EFTA01328787 SDNY GM 02757002 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243924 EFTA01328788 DocvSIgn Envelops ID: 1E30F140-C.505-4EEE BC64-EFE2199721E4 9t:ZO OZ03/8L/Tn/ PePxowini flipulasaup0 SSTPL0IO UNITED STATES OF AMERICA U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE FOR AND LN CONSIDERATION OF S 1.40 on THE UNDERSIGNED OWNEWS) OF THE FULL LEGAL AND BENEFICIAL rat OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER I N331JE AIRCRAFT MANUFACTURER & MODEL Bell 430 AIRCRAFT SERIAL NUMBER 49078 DOES THIS 7 DAY OF ig. 1020 HEREBY SELL, GRANT. TRANSFER AND DELIVER ALL RIGHTS, TITLE. AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: NAME AND ADDRESS OP INDIVIDUAL(S), GIVE LAST NAME. FIRST NAME. AND MIDDLE INITIAL) IR Air Resource PURCHASER DEAI.ER CERTIFICATE NUMBER AND TO lb soneuon EXEGUTORE,ADMINISTRAZOILS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY AIRCRAFT FOREVER AND WARRANTS THE TITLE THEREOF. THE SAID :N TESTIMONY WHEREOF I HAVE SET MY HAND AND-SEAL THIS 7 DAY OF 2020 NAME(S) OF SELLER SIGNATURE(S) TITLE (TYPED OR PRINTED) (LN INK) (IF EXECUTED FOR CO- (TYPED OR PRINTED) OWNERSHIP, ALL MUST SIGN.) CMG Aircraft Leasing President of Chemtov LLC r cDcadiered n by. Mortgage Group, its Manager Cg te MAIL0, 19, 494 II ...) wi Signed by: Shawn Chemtoy Gal in ACKNOWLEDGMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER. MAY REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) BE ORIGINAL: TO FAA AC FORM 8050-2 (9/92) (MN 0052-00-629.0003) SUPERSEDES PREVIOUS EDITION 201281148064 55.00 05/07/2020 SDNY_GM_02757003 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243925 EFTA01328789 vINOFIV1)10 A110 '41M01-1V1V) Z2 L- gROZOZ NOIIVILLSI534 Hiltik 031U SDNY_GM_02757004 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243926 EFTA01328790 powS/pn OT024154 Conveyance Recorded Jul/28/2020 02:44 UNITED STATES OF AMERICA US DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF S ISO on THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BE.NEFICIALTTILZ OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N331JE AIRCRAFT MANUFACTURER & MODEL Bell 430 AIRCRAFT SERIAL NUMBER 49078 DOES THIS / ANT DAY OF pAid 2.20 HEREBY SELL, G , TRANSFER AN 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) CMG Aircraft Leasin LLC ...., ..., DEALER CERTIFICATE NUMBER AND TO lb waren BKEGNIORS,-ADMIMKTII,ATORL AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER AND WARRANTS TIIE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND ANDW.A TRIS i DAY OF May 2020 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, LLC Manager ocstaredbv: Ci sdisAff I. n tkAtt.; C4 844.111200310 I cal z Signed by: Lawrence VlsoskI ACKNOWLEDGMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING : HOWEVER, MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMEN T.) ORIGINAL: TO FAA ' I' •' . • . AC FORM 8050-2 (9/92) (NSN 0052-00-629-0001) SUPERSEDES PREVIOUS EDITION L I SDNY_GM_02757005 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243927 EFTA01328791 SDNY_GM_02757006 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243928 EFTA01328792 U.S. Department Aviation Safety P.O. Box 25604 of Transportation Oklahoma City, Oklahoma 73126-0504 Federal Aviation Administration Date of Issue: November 20, 2019 HYPERION AIR LLC 6100 RED HOOK QTRS STE B-3 ST THOMAS, VI VI 00802-1348 Fax 681-9299 ATTENTION: IATS 1198748 This facsimile must be carried in the Aircraft as a Temporary Certificate of Registration for N33IJE BELL 430 Serial 49078 and is valid until Dec 20, 2019. This is not an airworthiness certificate. For airworthiness information, contact the nearest Federal Aviation Administration Flight Standards District Office. for Ken W. Thompson Manager, Aircraft Registration Branch Federal Aviation Administration RI GAR•FAX-1(07118) SDNY_DM_02757007 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_00243929 EFTA01328793 SDNY_GM_02757008 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243930 EFTA01328794 DraoSIOT EPSOM E6C8A864-1060-00D-8308-6608725A703E UNITED STATES OF AMERICA - DEPARTMENT OF TRANSPORTATION f FEDERAL AVIATION ADMINISTRATION —MIKE NONRONEY AERONAUTICAL CENTER AIRCRAFT REGISTRATION APPLICATION 131Oe/OeMoN Os UNITED STATES NICISTRATION male N 331j9 TYPE Or C 0 1 leewORI 2 P.IIIISp NOSTRA TON 0 3 Onernan MCNAIR ISINLIACTVIC A gee 430 O4 CoOmew NO MO Lowe' CI A Gown' NANA ran I AMMAR 0 7 unary Comm:MC) WW1 49078 0 4 Ncata.ColIceste , NLANIER 0 A madam coomernroam NAME'S) 04 *PPM/JOIST 10 0w4s) ohm, pet @aura cc *man* 9 •002•••••• lot Alot Mr AnNW ••••• ObIO I Hyperion AV Lie IELI•NONE "MEN (112) 431 I ."' I Si l l som.040 AWAKES enemy* romp •0•••• la dal 4404404 44140 I mmeER Apa STREET. 6100 Red Hook Gus SP 0-3 AVM ROLM • 0 110:4 Ott St. Thomas STATE VI h. 00802 PNYSICAL ACCOESVLOCAT KAMM NO STREET. Cesorno• a LOCATION CITY: STATE VP. D CHECK lair YOU AREmy IMPORWMO A MANOR OP ADDREIS SERTIFICADQS MT COMFY: I4 oared or lb mimes MOWN sto it UNIT CKCII ARDOR rOMPI (MASI Off) (I) Ea. Tha •• 04. 9 eve Adam V to IA5154 Wen M Mined by 49 USC 40101 (15). O b A rs*04e4 an ugh 040 riontrelon (loni 1460 MI o c a renciriaowiesima inerma ma clap bail todwile las er ISM AMOS Wenn a Wad End merely wad ri re LISS a Nowt Si WO rose es table for repose ••*RAM craw parka 444940•44 al A (apPY9b01 tap 4 AAA. 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IraINONSOarsulaka ISTSTRAts a NonsoutorenenTY. mite 4m7141b1280.00)01rOITIOAKI WI Ma VW It, (Shen of bot GS U SC. Sean ION fro 35)11 I ntellINONEshoAl I elmforelN area any Income ar NM MOMS* f191,116;rn ci Ihe salsa OVA Maybe mow NOTE: II executed for must Um mut end add IF mousse SIGNATURE: i tituiruAa, USOSCL GATE November 19. 2010 1 ANERGANINCO. TYPEOPRINTED Mt Manager LINTERS, V40410 SIGNATURE DATE: 2 TYPED/PR/0EO TITLE: NAME NOTE Fumeruns wet teinntrieinnenn RCN Mkt onartIt mere or amid 14CFR 0.11()9m4144 loon PrwoMm Ul akaNbb MOMS kr vote% den Win VA WAS SINN law a trey alt. Name apeecalan to es regimen is cores In UM snit one warp Smarm and mew a 4)4 MAW nqINARket Nallest• 193231523223 AC Fenn 4054, 1 (WI) $5.00 11/19/2019 SDNY_Ghl_02757009 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243931 EFTA01328795 V1 1-1V1X0 A110 10 V110HV1)10 1Z :£ Rd 61 MU 6101 218 NOldCe.1SID3N IdV8381V 031i3 SDNY_GM_02757010 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243932 EFTA01328796 n UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION g FEDERAL AVIATION ADMINISTRATION - CIVIL AVIATION REGISTRY - AIRCRAFT REGISTRATION RENEWAL a Aircraft Registration has EXPIRED • N-Number Pending Cancellation z U.S. Rogistrabco Number Aircraft Manufacturer and Model Aircraft Serial No. N 331JE BELL 430 49078 0 T.° O REGISTRATION MAILING ADDRESS PHYSICAL LOCATION OF HOME OR OFFICE HYPERION AIR LLC N/A 6100 RED HOOK QTRS STE B-3 ST THOMAS,VI 00802-1348 VIRGIN ISLANDS USA November 1, 2019 Dear Aircraft Owner: The registration of the aircraft shown above expired on September 30, 2019. The aircraft's registration and airworthiness certificates no longer support the aircraft's operation. The N-number is no longer authorized for use and its assignment to this aircraft will be cancelled 60 days from the date of this notice. We ask that you return the registration certificate to the FAA Aircraft Registration Branch as established in 14 C.F.R. Section 47.41(b). Aircraft registration renewal every third year was established in Title 14 Code of Federal Regulations. Section 47.40(c) on October 1, 2010, as published in the Federal Register on July 20, 2010. page 41968. The changes made at this time will keep the U.S. Civil Aircraft Register up-to-date, to provide reliable support to users of the registration system. N-NUMBER RESERVATION: If an aircraft registration will not be renewed, its owner may reserve the N- number by sending the Registry the first year's $10.00 reservation fee with a request to cancel the aircraft's registration and to reserve the N-number in the owner's name. If no request is made within 60 days of the date of this notice, the N-number will be canceled and become unavailable for five years. AIRCRAFT REGISTRATION: The owner of an unregistered aircraft may apply for registration at any time. Application for registration must be made in accord with 14 CFR Section 47.31(a), which requires an Aircraft Registration Application, AC Form 8050-1, evidence of ownership (unless it is already on file at the Aircraft Registration Branch), and the $5 registration fee. Please note, if application for registration is made after the aircraft's N-number has been canceled, the aircraft may not use the temporary operation authority provided for in 47.31(c) because the aircraft was not last previously registered in the U.S. OTHER CHANGES: Aircraft owners are still required to notify the FM Aircraft Registration Branch when their aircraft have been sold, exported, or destroyed. etc. These reports may be made by returning the Certificate of Aircraft Registration AC Form 8050-3 with the reverse side filled-out and signed. If the certificate is not available a letter may be sent. It should fully describe the aircraft and report the aircraft's change of status. If the aircraft has been sold, please provide the purchaser's name and address. FEE PAYMENT by mail should be by check or money order payable to the Federal Aviation Administration. FAA Aircraft Registration Branch: Regular m klahoma City, OK 73125-0504. Overnight delivery or commercial courier: Aircraft Registration website: http://www aa.gov icenses_ce I Ica a aircra I_ce I Ica on aircra _revs ry Telephone Numbers: (405) 954-3116, Toll Free in the U.S. 1 (866) 762-9434, and FAX (405) 954-8068 REGAR•RENEW 18 (06,19) SDNY_GM_02757011 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243933 EFTA01328797 SDNY GM 02757012 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243934 EFTA01328798 GMB Fremt Fura« 21~729 Exprna 0413O17 Papenvork MiduclIon AH %amer The Infam/aksa allear on reform la neceasary lo mairitair Omtalt registabon. We ermar° mal4 xel lake approurraley 30 mima« lo corlaiffie ale arffin• Please lose Mal an agency may 00e COM18, 8 Of sponsor. and a person ir ot ruv" co to respand lo. a conoco:n d irromobon imless 4 display, a valid Cilla ~bol numre. Form Approved, OMB No. 2120-0729 'Cornments caxeming the accuracy of aix bt.~ and suggeabons kr ~Lag the buroen shoud be <krir lo lbe FAA 800 MWOWWWW.00 AWAUS SW.WW1W910n. DC 20591. ATTN: Inkymatun C:dier:Pa Cio-amme Offiser, AES-200: MAURE TO RENEW REGISTRA RON WILL DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION RESULT W CANCEUATTON OF REGISTRATION AIRCRAFT REGISTRATION RENEWAL APPLICATION AND REGISTRATION NUMBER ASSIGNMENT (Sn N CF.R.§§ 07. l5(0. 47.40 anti 47.09 AIRCRAFT REGISTRATION NUMBER SERIAL NUMBER N 49078 MANUFACTURER MODEL BELL 430 DATE OF ISSUANCE DATE OF EXPIRATION TYPE OF REGISTRATION 09~2013 09/30/2019 CORPORATION ENTER REGISTERED OWNER(S) & ADDRESS FROM FAA FILE HELPFUL INFORMATION (Ormer 1) HYPERION MR LLC Review Aircraft Registration File Information for this aircraft at: hilitrfireoislrYfaa.c/OviairCraftinClUIFY. (Ovner 2) B2121 Enter any addnional ormer narresan Pair MO: ~istand/ may be obtained (Address) 6100 RED S1OOKOTRS STE B-3 at our web pag. http;//registryfaa.g0Wrenewreoistration by e-friad a: faa.aircratrecistrvefaa.cox. or (Address) by !Merrane a' (866) 762 • 9434 (toll free). or (405) 954 3116 City ST Harmt State Vi zip CO8021348 When maning Taes. please use a creck or money order made Country YRCIh ;SIAMS 'ISA psyable to the Federal Avta)0fi Admanistration. Physical Address: Reguired raten malling ~rem se a PO. Box or ravl drop. Signatur. and Tide Requirements for Common Registration Type.: (Acklams1 • Individual mimer mull sign. tir ~dd be baner'. Paimersnn general panner sagn 'hesing 'general panner as (Addiessl litle. CA:y Sirs Lp • Cuporation corporate officer c« manager signa. shring full litle. Country • Llmiled Liabity Co auttioffized (aerobe!. manager. or officer idervined in the LLC organization documem siges. showing full tide. - Coowner 08,11 co owner mus, sipa. stiring "co onner" as TO RENEW REGISTRATION: REVIEW aitcrert registrabon information. 80WITTWIT aultWited person must sign and sTow meir full titro. &SLU the appropriate statement, Waria. any charge in address in he spacos below. 3.1Ø ()a d &UP. form Mth the S5 renewal lee to the: Nor: Al signatur.» muse se In hk. or other permanent media. FAA Aircrafl Registry. PO Box 25504. Oklahoma City OK 731254/504.0r Teser'« Draw a single kne through «or Make /dormet entry by «moer lo: 6425 S Dorming Rm 118, Oklahoma City OK 73169-6937 flimring spar. or comple:e the favn onen* An application form wall be reiecled if any enry is covered by correctin lar or airmlarly obscured (WE) CERTIFY. THE NAME(S) AND ADORESSES FROM THE FAA FILES FOR THE OWNER(S) OF IIIIS AIRCRAFT ARE CORRECT, OWNERSHIP TO CANCEL THE REGISTRATION FOR THIS AIRCRAFT: MEETS CITIZENSHIP REOUIREMENTS OF 14 CFR §47.3, AIRCRAFT IS CTIFCF AII arkade bionMS) bekrer, COMPI FTF. SIGN. DAU d mdu. NOT REGISTERED UNDER THE LAWS OF ANY FOREIGN COUNTRY arv form with any fem lo the: FAA Akcraft Registry, PO Box 25504. Oklahoma City. OK. 73125-0504. or by courier to: ❑ UPDATE DIE MAILING / PHYSICAL ADORESS AS SHOWN BELOW. 6425 S Denning Rm. 118. Cidanorna City OK 73169-6937 1(WE) CERTIFY THE NAME(SI SHOWN ABOVE FOR THE OWNER(S) OF TIPS ~GRAF T IS CORRECT OWNEFtSHIP MEETS THE Cl TIZENSHIP ❑ CANCELLATION OF REGISTRATION IS REQUESTF-D. FtEOUIREMENTS OF 14 CFR 947 3. AIRCRAFT IS NOT REGISTERED UNDER TI IE LAWS OF ANY FOREIGN COUNTRY. p (Show THE AIRCRAFT WAS SOLD TO: purchaserS nome and address.) NEW MATUNG ADDRESS p THE AIRCRAFT IS OESTROYEO OR SCRAPPED. NEW PHYSICAL ADDRESS: complete if physical address has ctianged. or the now mailing address isa PO Box or Mal Drop. P THE AIRCRAFT WAS EXPORTED TO: OTHER: SpecIfy p AND PLEASE RESERVE N-NUMBER IN THE OWNER'S NAME ADDRESS. The SIO reservation too is endosed. SIGNATURE OF OWNER 1 Immiked red) PRINTED NAME OF SIGNER Perked Tierd) TrTLE (fecuired Seld) DATE Electroncany Cerbiled by RegiHareid Onners 4/13/2016 SIGNATURE OF OWNER 2 PRINTED NAME OF SIGNER TIRE DATE Use page 2 for additional signalurea. Fcc pakk 33 (201604131624324776NB) AC Form 8050-IB (04112) SDNY_GM_02757013 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243935 EFTA01328799 SDNY_GM_02757014 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243936 EFTA01328800 OMB Comrol Ameba 21260729 Emma 044617 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 2' 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 I 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 I PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE I PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE I 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 I 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 AC Form 8050-1B (04/12) REF N-NUM: 331JE SDNY_GM_02757015 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243937 EFTA01328801 SDNY_GM_02757016 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243938 EFTA01328802 V.S. Department Flight Standards Service of Transportation Aircraft Registration Branch. Oklahoma City. Oklahoma 73125-0104 AFS•760 Federal Aviation Administration Date of Issue September 9, 2013 HYPERION AIR LLC 6100 RED HOOK QTRS STE B-3 ST THOMAS, VI VI 00802-1348 Fax 646-350-0954 ATTENTION: HYPERION AIR LLC, MANAGER T136229 This facsimile must be carried in the Aircraft as a Temporary Certificate of Registration for N33IJE 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. lac tt for Walter Binkley Manager, FAA Aircraft Registry, AFS-750 Federal Aviation Administration AFS•710•FAX4 (0330) SDNY_GM_02757017 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_00243939 EFTA01328803 SDNY_GM_02757018 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243940 EFTA01328804 photo- I.JPG (JPEG Inge,2592 x 1936 pixels) - Scaled (44%) O 0 (0 (0 Co0 13 0 • • DECLARATION 0 of. INTERNATIONAL OPERATIONS • ireAl • The ondailgaed owner static?* N ohe . Minufachana Belk Stub/entire 4 ACI14 , • ii. . Modal 130 /4 0 . Saint tlt this *Inman is scheduled ha make on inlernaitiand /yip? Con plIkOlf _g c 0 -1; &ts nu ST', aiha .d" i IA )V . IS Men Wet/ Prime Al....., ago/ft ST ini . wiihndestimaionof uliasjezyffisfr_Suars- rfiem:/ jfig___ . • .. 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I 3 CAR C SDNYGIv102757019 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243941 EFTA01328805 Vii0HV1)10 All0 VHOHTDIO Sh 6 WY 6 d3S EIE 80 NOI0Y81S1038 liV}1081V YV4 "11M 03114 SDNY_GM_02757020 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243942 EFTA01328806 FCCIM APPROVED OMB NO. 21200042 UNITED STATES OE AMERICA DEPARTMENT OF TRANSPORTATON fetectebaAineJOISIIIITRATIONSITUONIIONEY ADKOUUTICAL COMO V ISCRAFT REGISTRATION APPLICATION CERT: ISSUE DATE RECZMI AAIPA3ER N 3315a "Sr4To L41 O i NRCPAFT SERAL NA F FOR FAA USE ONLY TYPE CC RE i _joi. .. - I:Ilet owl. i I. Csoel sp clIea rmnt erl0rt 0 I. Incloiclual 0 2. Peftn•EZ200 3. ."55.-w ia4. o5.5,55-0555,corpor.505 o 9. NO.14200261CcepenAkin Co-Oomer NAME OR APPLICANT Menet, moan on~co of ownership. V IndiAckel. Env faMalle*. Mt Malt intIlletkIle Met) • \ -- \ pE.RION\ A \ C) (--1-c._ TELEPHONE KAISER. I I ADDRESS Perrnenoro man Mama lafirst araffaa 1M nil III PO. BMIS used. phyla *Oben MUM also be Movm.) Ha. 43 koo gra IA nele rair' .1 B3 ..... CITY Rod*: STATE Pa Boa: DP 000E St •Th 0 Vna— C 1 US\i ( 002/ 0 1. 0 CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Reed the following statement before signing this application. This portion MUST be completed. A lea, 0, 05.0-01; reser Io any 0..ebion in sea iweicateon reef be grounds lo- pen error, to rye marfor ononsertnere 0J.S Cole Moe .5. Sx l 004 • CERTIFICATION NNE CERTIFY. In ow me see one • cmnes by MO falderal:fa, WOW'. Mm 4 6 mMan fInCafaMO cal, " onif albs Onilild SW... for Toting MAO. Pee Mena of meal* I. or. 04ECX COMAS APPROPRIATE a 'DAMS. San. isen filen mammon (Com list to ram I.o.ou No b. 0 A 0:0-ci4on eCepeahon names and Chang batmen and., My Wen of IIMMO Ind sad atefail .5 based and pansy Wed e IN, UM.] Stale> Records a ken 5005 sh.fmaaaln fit lama f an al 0 TIM MO emelt. A .of weirs* w40 5.01154 Ot any kaftan counsy. and DI we Iwo wawal. 01 oAnortnip a allaCited it hal ban Ira with tho bedew Anton Ao•Nnefration. NOTE A executINT log co-OwealP .I liglicents must sqn Use reverse 540 II necesaty. ' V I.!0 1% V TYPE OR PRINT Fr e fi w . SIGNATURE . DATE EACH PART OF THIS < 12-13 •i Vida ' in i l l j• &re &GHANA • SoiteTME APPLICATION MUST DATE • . •u•r•.. .. 9 tlfMfriv t A OCumf SE SIGNED IN INK. SIGNATURE Nanotrat T DATE til - E9 t, ..: • I /41ALi" •r • .- iwe N am few b• *on o an. paw rat a Maim Of 90 (.., WE Pewit,now of the Cecutuet:id . aye. daltarsPiCA latettaillfactirfaMfia t "mil be atria, In OM n it Acr.ficatein4eTirrItt n SDNY_GM_02757021 TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15 EFTA_00243943 EFTA01328807 • • VINNY1X. ALI3 MORINO • se t "au Cr OfIti clot 1191.1.111/1S1338 IdnIONIV VIld H.LIM 03114 - VNINYtie ALIO V$OHVI)10 6C L LW ET onu fie SDNY_GM_02757022 r TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15 EFTA_00243944 EFTA01328808 0 UNITED STATES OF AMERICA 0 U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE 0 FOR AND IN CONSIDERATION OF S I&OVC THE UNDERSIGNED OWNERS) OF THE 0 FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: a UNITED STATES a REGISTRATION NUMBER I N331 SE Runt NI litsaTMA V Ter I MO4C4 00 CII I ' +30 .AIRCRAFT SERIAL NUMBER 49078 a a DOES THIS 17,11 DAY OF AUGUST, 2013, (0 a HEREBY SELL, GRANT, TRANSFER AND DEUVER ALL RIGHTS, TITLE, AND 0 INTERESTS IN AND TO SUCH AIRCRAFT UNTO: NAME AND ADDRESS (IF INDIVIDUAL(S), GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL) (1 HYPERION AIR, LLC PURCHASER 6100 Red Hook Quarter, F33 -n St. Thomas, USVI 00802 DEALER CERTIFICATE NUMBER AND TO ITS SUCCESSORS -ANBMSSIGNS 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 I2^% DAV OF AUGUST, 2013. NAME(S) OF SELLER SIGNATURE(S) TITLE (TYPED OR PRINTED) (IN INK) (IF EXECUTED FOR CO- (TYPED OR PRINTED) OWNERSIIIP, ALL MUST SIGN.) HYPERION AIR, INC. 1rr Vice President - Th Cany•- j k -„, ,., 7: ACKNOWLEDGMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER, MAY BE REQUIRED BY LOCAL LAW.FORYALIDITICOF TILE INSTRUMENT.) -r• 4t.s.4....< v t 132250804062 ORIGINAL: TO FAA $5.00 08/13/2013 AC FORM 8050-2 (9/92) (NSN 0052.00.629.0003) SUPERSEDES PREVIOUS EDITION SDNY_GM_02757023 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243945 EFTA01328809 YNONV1M0 ALIO VIIONV1Y0 SC L WU £i sou me 20 HOIIVHISI0311102321V VV4 HIIM 03114 Sar_dM_02757024 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243946 EFTA01328810 U.S. Department Flight Standards Service of Transportation Aircraft Registration Branch. AFS.750 Federal Aviation Administration Date of Issue: June 28, 2012 HYPERION AIR INC 103 FOULK RD STE 202 WILMINGTON DE 19803-3742 ltttultlttlttltn III II I I ft I II III .111..1.111.1.11.11.11..1.111.1.111.1.1. HAND DELIVERED TO IATS IN THE PD ROOM T124248 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. A dier e---1 for Walter Binkley Manager, FAA Aircraft Registry, AFS-750 Federal Aviation Administration AES:750-FAX4 (0330) SDNY_GM_02 757025 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243947 EFTA01328811 SDNY_GM_02757026 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243948 EFTA01328812 QD - Q a 0 DECLARATION of INTERNATIONAL OPERATIONS p,r The undersigned owner of aircraft N 331JE Manufacturer Bell Model 430 Serial Number 49078 declares that this aircraft is scheduled to make an international flight* on July 3rd. 2012 , (date) as flight Number Private departing West Palm Beach. Florida KPBI (City/State) with a destination of St Thomas, TISTiST7 • (City/Country) •111required route between two points in the United States involves international navigation, explain under Comments below, e.g. "partly over Canada" or "partly in international airspace".1 Expedited registration in support of this international flight is requested this Zne 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 I8 United States Code or imprisoned not more than 5 years, or both. 18 U.S.C. §I001(a). Hyperion Air Inc Name of Owner Lawrence • •• iftchnv hviktion Signature tip/ Typed Name and Title of Signer Director of Aviation Phone: 917-868-6145 Fax: 561.328-7963 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,. Tlaw. cu\& Plui to tins Return Certificate of Registiation Return 1.A.T.S. Certificate of Registration to AFS-750-D1O-1 (02/12) SDNY_GM_02757027 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243949 EFTA01328813 dWOHVlH0 Alio VitiONV1310 6Z 8 WU 82 nor effiz 89 NOI13119103e1 1.M/OSIV teVi HIM 03114 SDNY_GM_02757028 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243950 EFTA01328814 ' ASSIGNMENT OF SPECIAL Specie/ Registrat on Number ' N3317E 0 REGISTRATION NUMBERS A us. onortmaro Airesaft Make and Model Present Registration Number <I Taaspnica BELL 430 N90 IFIL Fide* Aviation Serial Number issue Date: AderthastnatIon 49078 NJ Jun 04, 2012 0 ICAO AIRCRAFT ADDRESS CODE FOR N33 IJE - 507 15123 This is your authority to thaw the United Stem registration number on the above described HYPERION AIR INC aircraft to the special 103 FOULK RD STE 202 registrarion numba shown WILMINGTON DE 19803-3742 loillliliilirlill Iluillilurliluliiiillilirldruldil Carry duplicate of this form in the trash together %/nth the old registration certificate as interim authority to operate she simian pending receipt of revised certifies ofregistration Obtain a revised =Orate of at from your near- est Flight Standards District Office. The latest FAA Form 8130-6, Application For Airworthiness on Mb duet Apr 26,2001 The airworthiness classification and catagory: STD 'MANSE INSTRUCTIONS: SIGN AND RETURN THE ORIGINAL of this form to the Civil Aviation Registry, AFS-750, within 5 days after the spxial registration number is placed on the airaaR. A revised certificate will that be issued. The authority to re the *pedal number explrem lun 04, 2013 CERTIFICATION: 1entii& that the special registration ameba as placed RETURN FORM TO: on the airmail described abort. Civil Aviation Registry, AFS-750 P.O. Box 25504 Signalize °Mama: Mahon City, Oklahoma 73125-0504 • Mir &Owner: a 2seloil il l Vnale...) Date Placed on Aircraft: O6 // 5- gd /2 At FORM 01:4504.6 (SIMS) Stipasides }probe renithea ReTstiatton to tcate of [return Cert‘i .; 2,0Wtc). OO. .9 . ci.eav--- Return •S' SDNY_GM_02757029 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243951 EFTA01328815 VI1OHViN0 A113 VVIOHn)I0 62 8 WY BZ Nnr ?tot 88 NOW/IiiSI038 13VklOdIV rid HIIM 03111 SDNY_GM_02757030 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243952 EFTA01328816 Accepted R 1 Jun/28/2012 A Insured Aircraft Title Service, Inc. T FEDERAL AVIATION ADMINISTRATION CENTRAL RECORDS DIVISION OKLAHOMA CITY, OKLAHOMA Date: May 22, 2012 Dear Sir/Madam: Please Reserve N in NAME ONLY for: N# Change Request Please serve 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 FM. Additional Information: See attached relinquishment Requested by: ativ, Angie Risley 121431556307 320.00 05/22/2012 SDNY_GM_02757031 do- SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243953 EFTA01328817 . 10101191NO AUG VPIOHV1NO 8C C lid 22 MU ?IV 119 NOLLValS1032113V80k117 Ind FILIM MIA SDNY_GM_02757032 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243954 EFTA01328818 FOES IRMO/10 OPM Ikt. WIXOM UNITED STATES OF MODICA OEPARTIOAT OF TRANSPOITTAnON MOW. sieni AcesesTairomsai 4000Ksin AaranenICAL MOW AIR:PAFT REOCOMTION APPLICATION CERT ISSUE DATE 3 Lento SIMS U 1 noomsnon RUINER II 901121, a AIRCRAFT IMMUACTUREII • MOOR Bell 430 3 NRCWW WEAL AA 9 49078 FOR FAA USE ONLY TYPE OF REGSMADON 0441 ars 500 I: 0 I Walreduill 0 2. Primes I3 1 Conwraion C) 4. Coma 0 S. Gen 0 V Cows, ow:6m it, PAWS OF APPUCART eino•i) fl an an wino al ~weep II 40.10.4l. 5 le0 nom RR mom re wen will Hyperion Air, Inc. ill TBEPHONE IOWA 1 ) ADORERS Oiismirenl el Se-. kw nu iliplkea UMW/ 0 Ala Ri**4.001•40 edengMei ne b• ~ I Nimes ma mot 101 VOA) le irteywi.. Cid+ o 9119 Rai ROMA PA Sac OW SEM ZIP COOE Wilmington Delaware 19803 O CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTIONI Read the following statement before Stoning this applkation. This portion MUST be completed. A as at •WIEROM was a) wry 0mIntos a Rs 1444•444 me, in rcanan To Pwannt W Inn and • nronstrent NS Ca. WO It Sic KAI • LIRE CERNpY (1) CERTIFICATION ma re Mow WPM 4 owed by thir ••••••••• •••••••. ••• • • (eon moans itypeskolI it IN USW SAM WA ay M. sae ere of bailer CHECK ONE AS APPROPRIATE' a 0 A MAW Min wet air even 'Fors 1.151 a Foe ISM), PA 4 0 A easollyin *YRS al and and OaWq Reins umber ins Nes al ORM iwil ye RAMA 4 bme0 Pe pinny toed in P• UMW Sat Records or WI Inn we peratie ly 0.404144. al RI MI At wane • nill rigrespid at N tme or any keen covrey eV m ma SW widen* ci weenie 4 need C. IN baw. Sid non Pe Fein &Ulan Atow.tiorca NOTE: if 0•40.••• br 020wrianNO Al 81:0•CIOIS WAY sign Use WPM IlallrOCC53afy TYPE OR PANT NAME BELON SIGNATURE SIGNATURE TIME Dot) I i I ) .-10.)1, 41..A- ISILNIS)114-. Soak 5.14.Velln 5 19 ) 1 4 )3 a MATURE RATE il ° ban'cn 4 1(KIY-C6 „T SIGNATURE THE DATE 1 Ill NOTE Penang MCOPI Of IN Certnceli• oI Altai Flogiumion Po ihasa may Do OPM100 ic• • Awed nee pass d SO dry. Ono enot Ile* P.O PP copy al ins acwicse, mail be Weed in We Scan AC Fee 8050-1 (903) (00S2.006269007) SDNYGM02757033 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA 00243955 EFTA01328819 vfrionriNo AisovnoHn3i0 9I TT Wy 9 aid lir NouvdISIli a V'74 Hliv 091, SDNY_GM_02757034 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00243956 EFTA01328820 UNITED STATES OF AMERICA PUMA APPROVED US DEPARTMENT OF TRANSPORTATION ITEIRAL AVIATION ADMINISTRATION OMR NO WO< VI AIRCRAFT BILL OF SALE 0 FOR AND IN CONSIDERATION OF S 1.00 & OTHER VALUABLE 0 • CONSIDERATIONS THE UNDERSIGNEDOWNER(S)OF AN 0 UNDIVIDED INTEREST IN THE LEGAL AND BENEFICIAL TITLE 0 OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES 0 REGISTRATION NUMBER lActOIRL AIRCRAFT MANUFACTURER & MODEL Cj egLL. 4-10 0 AIRCRAFT SERIAL No. 4P10- 1g DOES THIS kic. DAY OF HEREBY SE L GRANT, TRA WA i 201 2 R AND DELIVER ALLRIGFITS. a TITLE. AND INTERESTS IN AND TO AN UNDIVIDED 100% 00 Nei Vow in TNT ern FOR FAA USE ONLY a s NAME AND ADDRESS OF INDIVIDUALISE WELAST NMUE. FIRST NAM, AND MIDDLE Rana I y OWNING 44 Pe Rtotsi ‘WC. 5: an undivided 100% Interest PURCHASER (03 Foy tac Repo, O Su rrE 102 U•5140M140-TON 'DELIFIIMPALE 14:18O3 L, DEALER CERTIFICATE NUMBER AND St IMIONDWADMWISTRNSms, AND ASSIGNS ID HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER. AND WARRANTS DIE TITLE THEREOF. its successors 1 IN TESTIMONY WHEREOF WE HAVE SET OUR HANDM*4GL THIS DAY OF (9 .44 , 2012 I NAME IS) OF SELLER SIGNATURE IS) TITLE (TYPE OR PRINTED) IN IRMO [RUNUP Pr/MOOR PRINTED, MR CIROwNIERSIOR ALL MUST i Sl etein 33041140-DENCI.O?F1CDMIS WC p SELLER COV.)NEW. TRUSTEE) .4. , Director / 7 William P Merriam Jnr ACKNOWLEDGEMENT INOT REOUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER. MAY BE REOUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT) ORIGINAL: TO FAA 120661116435 55.00 03/06,2012 SDNY_GM_02757035 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243957 EFTA01328821 VP1OHYPAO A110 triVOIWITO 9I it WEI 9 88W ?ICI NOIlValS1038 JAVO: V7i Or' SDNY_GM_02757036 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243958 EFTA01328822 U.S. Department Flight Standards Service of Transportation Aircraft Registration Branch. AFS-760 Federal Aviation Administration Date of Issue: October 5.2010 BOVALE DEVELOPMENTS INC TRUSTEE Fax 405-684-5080 ATTENTION: JOSH TRE•MAIN IATS T104934 This facsimile must be carried in the Aircraft as a Temporary Certificate of Registration for N90IRL 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. J AAti7e Wateina) for Walter Binkley Manager, FAA Aircraft Registry, AFS-750 Federal Aviation Administration .11S-750-FAX4 (03 10) SDNY_GM_02757037 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243959 EFTA01328823 SDNY_GM_02757038 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243960 EFTA01328824 > • 0 DECLARATION OF INTERNATIONAL OPERATIONS P W NJ O O Bovale Developments Inc, the undersigned owner of the Bell 430 aircraft with aircraft manufacturers serial number 49078 and registration mark N90I RI. declares that this aircraft is scheduled to make an international flight on 10 October 2010 as flight Number (not applicable) departing EGLK Blackbush, UK with a destination of EGHR 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. $101 (a). Name of Owner Bovale Developments Inc — Owner Trustee Signature Typed Name and Title of Signer: John Wright, 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. pc_ isle t- Wolf 3 Fled bs tow-I -5O80 "Thectse. PRICEETY SDNY_GM_02757039 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243961 EFTA01328825 VHOHII1)10 A110 n'.10H111:40 £S & bill S 100 OIOZ ae I4OI1Va1S103a 1.1VintilV vrd H11M 03112 SDNY_GM_02757040 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243962 EFTA01328826 FO N APPROVED OM NA MOM UNITED STATES OF AlIEFCA OEPARIVENT OF 11WISPORTAMCN PONS MOM •••••ITIVOICILIO. WONICINIT AbISSAPIICAL =Mt MRCPAFT REGISTRATION AFPUCCION CERT. ISSUE DATE R a Atoori wTtarrai lpnc ii&seen N CI 01 KL a einceurr WAWFACTURER S MGM 0 BELL A-SO . R ARGRACT SERIAL if cko-18 FORFAA USE ONLY e 0 t TYPE OF ItEGISTRAnON (RTEN Ens NNE ID O I ANOWIVOI O 2. isannerstio a 3 Capawboo O 4. C.0.0wave O S. Ggyl. O 8.14. 14:1 •4" -9 0 MN 1E APPLICANT IPWL•r(4) 'town on anfenoe oranNp II •••••••• CM " "Pt " Ia. OW wa al" I 0 6oIA I-C DE VELOPMENTS INC (OWNEft TikUSTE.E) MACE NUNIMA: I ) ADORES fIWwwww wing wogs kw S was MKS )(II P 0 00A • NSPCC PITy•COINIXIMS INAS Ow*" 0"" I meow 4. mot St I ITE 400) 1.111 CENTrCRVI ISE RORD IWO RPM PO So OTY SIAM ZIP COOS L•Na I l --.11N\ TJG-TTD NI DE t-F) w RR.E 192O53 o CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTESTOR, Reed the following statement before signing this application. This portion MUST be completed. A W. a OVOLNII imps lo Sly Gowan IA SI Catalan ANN t• get ees kw pates* IN Wryly., (US Oa Me Ill. SIN "Al CERTIFICATION • wig CERTIFY DI TM •• Wan sec* is copold by re ~Pre, OIN4Alini. Mb • a caw In:keg OW•Ww•lael 0/ •• WENS slat chw Wt. WE w wows .4 tows. I. CC CRECX ONE AS NoIROPELATE • O AMMO.. MP Rs Sen NEAREST. (ram 1.1SI IP "Is I•61) I . O O A nenalan 00•Omban O•arwt•CI WO CIOng billwANO VS , Pr iwn a (ALItO) NV — warn * baud we pew* owl O M Wald Sat ICAO a Aunt Voss ini avanaDo le, a •TOTWIXO al ma ti wean to we wawa ca We Ws Cl ono bow cony And Pi Ilwi WO Nodosea Nally 4 owns a no town Ow we. PP Navel Asp ASTresnatne NOTE: II "."‘" to co.""WSINP SI NKOMO mug sign UM wet. We LI necossors TYPE OR NT NAME BELOW SIGNATURE TUNE r O TITLE DATE 4 RECeTOR TI /1 rig 44 C ii2S11 0 B a SIGNATURE TITLE WI i I w ILI-tem P Manizotim s DONATuRE TIRE Call 1 NOTE "PIN t www" • # "Mc" a Am. FITs*WhOt Ds Sash mag to wpwww3 kw • WOO rot h woo ol 40 awn awe, we.. Imo so PIN % CON CO tat 14.0440ww Iwo to nag In Fe WWI AC Ran (1050-1 (5/03) (0052(0-6284:07) SONY_GA9_02757041 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00243963 EFTA01328827 ,VtiONV.DIO VPIOfit9))00.:: CS 6 LII:1 • S. :400 010Z: • Sited HAIM 03114 SONY_Ght02757042 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00243964 EFTA01328828 N 0 0 O S FORM APPROVED 9 UNITED STATES OF AMERICA OMB NO. 2120-0042 0 U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION 0171/2030 A AIRCRAFT BILL OF SALE iCs FOR AND IN CONSIDERATION OF $ Loo +OVCTHE a UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS 0 0 FOLLOWS: 0 O UNITED STATES REGISTRATION NUMBER N901RL O AIRCRAFT MANUFACTURER 8 MODEL Bell 430 102780958185 co AIRCRAFT SERIAL No .00 10/05/2010 49078 3 DOES THIS DAY OF 5cy3/4-ea.lotr . ZOEO T D HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS Do Nol Wee In This Block IN AND TO SUCH AIRCRAFT UNTO: FOR FM USE ONLY NAME AND ADDRESS (IF IKONIOUAL(S). GIVE LAST NAME. FIRST NAME. AND MODLE INITIAL.) PURCHASER Bovale Developments Inc (Owner Trustee) Suite 400, 2711 Centerville Road Wilmington Delaware DE19808 DEALER CERTIFICATE NUMBER AND TO ITS 5%.1c LE:55042S SINGULARLY THE SAID AIRCRAFT FOREVER AND 4.4etnemsrmemmembrens.M.0 ASSIGNS TO NAVE AND TO NOLO WARRANTS THE TITLE THEREOF IN TESTIMONY WHEREOF HAVE SET stI4 HAND WARM THIS 44-* DAY OF SEPT co0 NAME(S) OF SELLER SIGNATURE(S) TITLE (TYPED CA PRINTED) (IN INK, (IF EXECUTED FOR (TYPED OR PRINTED) CO-CAV/RIISHIP, ALL MUST SIGN I Bovale LirNted Director as )004) 4 Owner w I micrmei Bailey w ACKNOWLEDGMENT (NOT REQUIRED FOR PURPOSES Of FAA RECORDING HOWEVER MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY Of THE INSTRUMENT) OR/G:NAL TO FAA AC Form 8050-2 (W92) (NSN 0052-00-629-0003) Supersedes Previous &Rion SDNY_GM_02757043 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243965 EFTA01328829 VIV0HY1N0 ,1,110 VH01O1)10 CS 6 WY S 100 OW? 88 N01178181038 .1.48808iv VV4 HI1M 03114 SDNY_GM_02757044 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243966 EFTA01328830 0 0 UNITED STATES OF AMERICA FORM APPROVED 0 OMB NO. 2120-0042 U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION 03 AIRCRAFT BILL OF SALE 0 •.< 3 FOR AND IN CONSIDERATION OF $ 10.00 THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED 0 AS FOLLOWS: a UNITED STATES REGISTRATION NUMBER 901RL N a 0 0 AIRCRAFT MANUFACTURER & MODEL BELL 430 AIRCRAFT SERIAL No. 49078 N DOES THIS 27 DAY OF SEPTEMBER 2010 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS y T y IN AND TO SUCH AIRCRAFT UNTO: Do NoO•Vrile In This Blxk FOR FAA USE ONLY NAME AND ADDRESS PURCHASER (IF INDMDUAL(S), GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL.) Bovale Ltd. 4 Bellmont SHROPSHIRE SY1 1TE UNITED KINGDOM DEALER CERTIFICATE NUMBER AND TO EXECUTORS, ADMINISTRATORS, MD ASSIGNS TO HAVE MO TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF: IN TESTIMONY WHEREOF HAVE SET HAND AND SEAL THIS .1.1- DAY OF 2010 NAME(S) OF SELLER .SIGNATURE(S) TITLE (TIYPEO OR PRINTED) (IN IM() (IF EXECUTED FOR (TYPED OR PRIMED) CO-OWNERSHIP. ALL MUSTSIGN ) AIRCRAFT GUARANTY re HOVDINGS & TRUST tu LI:. TRUSTEE .J .J to ONNIE L. WOOD PRESIDENT I ACKNOWLEDGMENT (NOT REQUIRED FOR PURPOSES OF FM RECORDING: HOWEVER, MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Fenn 8050-2 (9192) (NSN 0052-00-6294003) Supersedes Previous Edition SDNY_GM_02757045 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243967 EFTA01328831 VVIOHV1N0 All0 VVIONV180 OE al 6Z LIS 0101 88 NOI1V8181038 .LAV8081V VVJ H.LIM 03111 SDNY_GM_02757046 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243968 EFTA01328832 n a Aircraft Guaranty 0 International Aircraft Title and Trust The Global Standard Aircraft Guaranty Corporation Aircraft Guaranty Title & Trust, LI.0 Aircraft Guaranty Management Lit Aircraft Guaranty Hite, Lir Aircraft Guaranty Holdings & Trust, LIC Aircraft Guaranty trust.l.t Aircraft Guarani) Management & Trust I.I.C. Aircraft Guaranty "Title October 22, 2009 Federal Aviation Administration 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 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, LW By: Dr. Connie L. Wood, President Enclosure — Attachment A — List of Aircraft registered to Aircraft Guaranty Holdings & Trust, LLC as Owner Trustee E SDNY_GM_02757047 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_00243969 EFTA01328833 V;10:4'. 110 Ali:? LO i Wd 62 130 Mt 1.31 0f,,Tif MI !Ur. 73113 SDNY_GM_02757048 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243970 EFTA01328834 Attachment A AircraftGuaranty Holdings & Trust I I t; Rag Make Modal Serial MULE C r) N25FP Beech A36AT E-2720 576 6 )) N39941 Piper PA-32-300 32-784179 580 0 N813SD Cirrus Design Corp SR22 1273 581 0 N89109 Cessna 140 8117 584 Cc :, N152JP Beech V35 D8322 585 ag ) N4708W Rockwell International 112TCA 13302 588 Cr) N696RY Yow Richard 8 Rotorway Exec 162F 6238 592 a r) N384C Cirrus Design Corp SR22 0427 593 N750NS Cessna 750 750 750-0172 595 N4322Y Piper PA-46-310P 46-8408017 596 1D:2 O N142TS Bellanca 7KCAB 486.74 597 N446DC DIAMOND AIRCRAFT IND INC DA 40 40.446 598 ,...0 N363US Mooney M20M 27-0336 600 c yO4-. N1RO 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 Aafri- /or7- A -- SDNY_GM_02757049 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243971 EFTA01328835 naprnto !AjWd 6Z12u6OOl 517,:S'.1 7i9 11011:41i). , SDNY_GM_02757050 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243972 EFTA01328836 Rag Maks Model BMW TRUST I N1034D Mooney M2OR 29-0233 607 O . N92156 Piper PA 46-350P 4622140 608 e N406AJ N666JG Cirrus Design Corp Cessna SR22 P210N 1474 P210-0065i 609 812 N29YS Robinson Helicopter R22 Beta 2319 614 N96800 Cessna 172M 17265764 618 0 N569HP Piper Aircraft Inc PA 46-350P 4838424 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 C0425 622 N4147M Piper PA-28R-201 2837016 622 N4142N Piper PA-28R-201 2837012 822 N41398 Diamond Aircraft Ind Inc DA 40 40.770 622 N4130Y Diamond Aircraft Ind Inc DA 20-C1 00426 622 N41297 Diamond Aircraft Ind Inc DA 20-C1 C0429 622 N41198 Diamond Aircraft Ind Inc DA 20-C1 C0427 622 N4106G Diamond Aircraft Ind Inc DA 40 40.767 622 N186CEI Piper PA-46-350P 46-22085 823 N2085M Piper PA-24-200T 34-7870063 624 a N208ER Bell 206B 4527 627 ,a) N204GX Mooney M2OR 29-0373 630 N4ZY Cirrus Design Corp SR22 1502 631 a o.=5 SDNY_GM_02757051 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243973 EFTA01328837 SDNY_GM_02757052 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243974 EFTA01328838 fi g Ski Model Serial MILE N51JJ Cessna 5258 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 873 N542MA Piper PA-34-220T 3449242 680 N363CD Cirrus Design Corp SR22 0920 813 tt Th N5193Y Sikorsky S-61A 61.184 814 % •-___.*"--1 N98RJ NORTH AMERICAN SNJ-5C 90752 817 N68WC Piper PA-31P 31P-74001£ 818 N3755 Mooney M20E 276 819 S . N83278 Piper PA-28RT-201T 28R-81310; 825 N152PC Pilatus PC-12/45 552 826 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 SDNY_GM_02757053 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243975 EFTA01328839 SDNY_GM_02757054 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243976 EFTA01328840 Rag Make Model Serial TRUST N ,e),.... 3)- N120VVVV Piper PA46-5001P 4697047 632 CS N1346O Cessna U206F U20602891 634 a N321CR Piper PA 46-350P 4636124 635 Cob i N668DS DIAMOND AIRCRAFT IND INC DA 40 40.368 636 Ct N489PS Mooney M20R 290489 640 ek (e ) N9744E Bellanca 17-31 ATC 75.31119 642 O N1367K McCaldin Roy O SESA 1 644 CD N2781K Luscombe 8E 5508 645 ab t N545CD Cirrus Design Corp SR22 1508 648 S . N900K Maxfield. John 0 Pitts S-1 1JM 649 a) r N211SE Cirrus Design Corp SR22 2208 651 N555MS Eurocopter EC120B 1580 654 .Pr±- 5 ..) N525RA Cessna 525 525-0167 654 & N42EB Piper PA-32RT-300 32R-78851r 655 N626N Beech B-60 P-545 656 O±O N231MV Mooney M20K 25-0457 658 „,6ai) N58756 Boeing N2S-3 75-7319 659 g N138CR Cirrus Design Corp SR22 1584 660 7161-1 a 5 SDNY_GM_D27 57055 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243977 EFTA01328841 SDNY GM 02757056 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243978 EFTA01328842 Etas Make Modal Serial TRUSTI 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 e N6028P Cessna 11821 118208536 837 a N5188V N9PK North American Sukhoi T-6G 49.3198 839 SU-29 73-04 840 ( -41) N333AR Cirrus Design Corp SR22 0844 842 N115T Commander Aircraft Co 114TC 20035 843 N491AN Israel Aircraft Industries 1124 393 845 03 01 N78VE Mooney M2OR 29-0371 846 \.0 N632RF SAAB-FAIRCHILD 340A 340A-042 850 N1OSV EMBRAER EMB-135BJ 14500974 851 N229MC Cessna 550 5500229 877 N901RL Bell 430 49078 878 AaRr ror is SDNY_GM_02757057 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243979 EFTA01328843 • • •:". :TA ;,11 ;'0 0 LO t 1,38 6Z 1.33 ISTdOlir/ C;111A 03113 SDNY_GM_02757058 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243980 EFTA01328844 80104 APPROVED C601 Ib 21200042 UMW STATES OF PAIDICA OSWITillert OP TWOOORT41101 lif5 Iva ante ACSITHeOwer NOISONIV MPIOMMAICM. mot- AIRCANT amentanom APPUrAllON CERT. ISSUE DATE watt awn RIOST/WION NANA N901RL ii1 ARM*, AWILIFACTSIER 4 tan NRCRIFY a Bell 430 . ION • 49078 n 'JAN 29 riff FOR FAA USE ONLY rira of riwattnViTiON (OW. COI WO 0 1. liftweeat 0 2 Nunn*. 0 4. coca OK Geri 0 a Meant' th a Cafeemboo * a limited liability companyoOOp1~p1 MAW OF APPUCANT (Prior,$) star, on 0000Y0 0 0.00100 0 0.0000 90 0 0 0. 0 0 Orli nag, BM odd.* nes, / TELEFeCeit tiuMBER ( 281 I 445 7594 'imam itredel maelmg asses 1:• Ica sews mewPAO. KIX a usilphyseeIONS 000080 be Mem) ears Are wee SIS N SAM Houston Parkway East. Suite 305 flint 84340' PA. K an I Wma I Houston Texas m951160 O CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION, Read the following statement balms signing this application. This portion MUST be completed. A at a Osharoid now to enf Weston r Om applealim may to gm.nos bl memArqm q by and: or soolorma WS CRTs Ten ia. Sec On) CERTIFICATION • IWE CERTIFY (I) SAO 4•011111 owed by re uacencree appecant. etc so anon inoisIng coorsarml el To WOO Slat a far et ble. Om Am* F. rs000 1c OM= PO AS OPPICSIT a. DAMES,. Oat wet awn lass Sown I•Ill a Form Ian No P. 0 A RRed440 Frx•etbi, singe we erna terms. Seat we so at WNW vs NW ewe • twos aro ce•untr uses • en Unit Ron RR** a RPM Pan re snit.* for /*PPS •• - a) nil go daft 0 Me maser crew re we 0, a wen, owner. AM AO TM tow sew al oentnno a anscoxo a cat Gee` lee, re we wen serer Mr, on NOTE: Il Fa•Ctred fat to-omwsroo nu toRIC800, must sgn Us* reverse ode 0 nocessary TYPE OR PRINT NAME BELOW SIGNATURE SIONUIJAI TIRE DATE Ili cd`C•o44,10,,o.la Vice President ID 6. 1- 6 a SONATA* . / MIA GTE / i I i S Lion4 A, seems* • Tint ORE S g For: Aircraft Guaran:y Holdings 6 Trust, L C, Trustee NOTE Pets:RA NROPI el Sr ConIft•I• of Ann Fltgilogien. PO SOO My be west kw • pro! nel 0 04e401 el 50 drys. Ounna elan ••• to MK tope of la igoliallen tom to cored o we cast .r.e‘i I.-- ‘ TCLAD r.PRT OF , AC ROM 11050-1 (903) (00524))421SEGS REG TO EXPIRE r 07/)65 7 SDNY_GM_02757059 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00243981 EFTA01328845 to PlY0Hviio VIVO/IV 73o b~ 8 MO ft41H 92 it al bbl a1f,N 037,14131P SDNY_GM_02757060 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA 00243982 EFTA01328846 ra PP 3 Li 6 0 8 .O4 UNITED STATES OF AMERICA N Utclearart9R'DED OMB NO 2120.0012 U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADAONISTRATION AIRCRAFT BILL OF SALE 28i? J9N 29 HI 12 16' FOR AND IN CONSIDERATION OF $ 10.00 THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND woL^' ta..c.tow31 BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED ftraixis)rinioli AS FOLLOWS: UNITED STATES REGISTRATION NUMBER 901RL N AIRCRAFT MANUFACTURER 8 MODEL BELL 430 AIRCRAFT SERIAL No. 49078 DOES THIS DAY OF anuary, ,2007 • ' HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: NotiNt•it RSEllxk FORFMUSE ONLY NAME AND ADDRESS (F INOMDUAL(S), ONE LAST NAVAL FIRST MIN.NO TAEGU INITIAL) Ln A I DrD A CT GI I ADA MTV 14AI noun° 2 TDI ICY I I r TDI le-rcc C ILMOILlaN MG. nal TJIMPI;IN Aram its successors MetNORBrIeRINIStIMIRRI. AND ASSIGNS TO HAVE AND TO HOW SINGUIARLY SAE/AIRCRAFT FOREVER MDWARRANTS THE TME THEREOF: rN we sTusIONY AWN:Cc HAVE SET our HMO ANO SEAL MS /IX DAY OF Ja nu a r y , 2007 NAME(S) OF SELLER SIGNATURE(S) TITLE (TYPED OR PRINTED) EM HQ (IF DECUTED FCR (TYPED OR PRINTED) • BOVALE LTD COONRIMMP. ALL MUSTSIGN) re BY: AA" 01 MICK BAILEY Sat CEO IA AMOIRMEDONENT (NOT REQUIRED FOR FIMPOSE8 Gf FMREGORGING HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY CFDM INSTRUMENT.) °MERIN.: TOFAA AC Form e0504 (We2)(NSN 0062434294003) Saba Psbs Eden 070261137308 $5.00 0112612007 SDNY_GM_02757061 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243983 EFTA01328847 1.• • •;!•.• • • V•ka:/ 1 21 z %Peon. Ai7Hein'bio 3 VWOHy7xo he 11lily 90 Iv u9 Noi, lir IV Vv, ism or 1i Inv -J SDNY GM02757062 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_00243984 EFTA01328848 AD Pr 034 6 0 7 FORM APPROVED UNITED STATES OF AMERICA OMR NO. 212PoC42 06/31/2006 U S. DEPARTMENT OF TRANSPORTATION MOM& AVIATION AIIIMISTRATON AIRCRAFT BILL OF SALE ONVEYAN0E FCEORDED FOR AND INCONSIDERATION OF S l&ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND.,. P11 12 16 BENEFICULL TITLE OF THE AIRCRAFT DESCRIBED MU JciN 29 FOLLOWS: 'fa p.ViM UNITED STATES REGISTRATION NUMBER N AIRCRAFT MANUFACTURER & MODEL 'lel14303 AIRCRAFT SERIAL No. 49 078 DOES THIS s DAY OF 7anUar . 2.007 HEREBY SELL, GRANT. TRANSFER AND DELIVER ALL RIGHTS, TITLE. AND INTERESTS Do Her Written*. Am IN AND TO SUCH AIRCRAFT UNTO FOR FAA 119E ONLY NAME AND ADDRESS Of MODFOUNMF GIVE LMT KANE MET West AMP MIME DURAL ) CC LU An% -AO .1 4-4 Tn -CC 0EALSR Clair otan NJRDI *nom its successors INNEVICREMAISPIIMTIRPROIll. AMTASEKPIE TO HAVE ANC TO BOLD lamluLARLY THE SA:0 PALCSAFT FOREVER A D ~RAMS THE TIRE THEREOF' RAND AAD SEAL OM DAy or January, 2007 Ni Tension, maneOr we SAYE SET Oil r NAME(S) OF SELLER SIGNATURE(S) TITLE N,PED OR PANTIO) ON INK) QF EXECUTED NA linhal OR PRINTED) COCANERSTDP. ALL MUST SIGN.) CC MclAae_\ ga:le Individual -/ LU In SE REOUiRED BY LOCAL LAW FOR ACAMMEDGEFEnT MOT REWIRED FOR PURPOSES Or FM RECCROMO: NDAEVES UM' %%urine OF THE erSTRUUDO I ORIGLNAL, TO FFA AC Former:DO-2 (9/(2) (NSN 0052-CO129-0003) Supersedes Prenous Ethos SDNY_GM_02757063 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243985 EFTA01328849 VIVO/O1>W A110 V11014V1510 hC II Al 92 Nur se ti0IJMUSI038 inaaElv Vad HAIM 031i4 SDNY_GM_02757064 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243986 EFTA01328850 Cd r 3 6 0:6 UNITED STATES OF AMERICA FORM APPROVED U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION PAR NO. 2120-0042 AIRCRAFT BILL OF SALE ytymor REsonED CA FOR AND IN CONSIDERATION OF $ 1.OVC THE UNDERSIGNED OWNER(S) OF THE FULL LEGE* 12 1G AND BENEFICIAL TITLE OF THE AIRCRAFT DES' AN 29 CRIBED AS FOLLOWS: fitak ARK-1 4) UNITED STATES ‘911,ttitWatto REGISTRATION NUMBER 901RI- AIRCRAFT MANUFACTURER & MODEL Bell 430 AIRCRAFT SERIAL No. 49078 DOES THIS DAY OF January HEREBY SELL, GRANT, TRANSFER AND 2007 ad DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: Do Nol Wnte In This Block FOR FAA USE ONLY NAME AND ADDRESS (IF INDIVIDUAL(S) GIVE LAST NAME. FIRST NAME, AND MIDDLE PURCHASER INITIAL ) nckati 2a( 1 j s. ULALtN 6tHill-CATE NUMBER AND TO MS SUCCESSORS EXECOFEIRGACIAMISSAAFORS. AND ASSIGNS TO HAVE AND TO MOLD SINGULARLY THE SND AIRCRAFT FOREVER. AND WARRANTS THE TITLE THEREOF: IN TES11MONY WHEREOF I HAVE SET Lif HAND AND SEAL THIS a OAY OF SIAM. NOT NAME(S) OF SELLER SIGNATUR TITLE (TYPED OR PRINTED) (IN INK) (W ID(E (TYPED OR PRINTED) ELITE AVIATION, LLC Chief Operating Officer L1J -J -J 111 fn AOGIOWLEDGMENT ( NOI REQUIRE0 FOR PURPOSES OF FAA RECORDING HOWEVER. MAY 8E ItEOUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FM AC Fern 8050-2 (992) (N$N 0052.00 629-0003) Supersedes Previous Edrbon SDNY GM 02757085 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243987 EFTA01328851 AiiPo trbio se P4°Hvi yo 9 r lJd he Nit JOE yysisoid HAW ,23;;:dOents SDNY_GM_02757066 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243988 EFTA01328852 th P P 34605 U.S. DEPARTMENT OF TRANSPORTATION FORM APPROVED FEDERAL AVIATION ADMINISTRATION OMB NO 2120-0042 THIS FORM SERVES TWO PURPOSES' PART I acknowledges the recording of a swum conveyance covering be collateral shown. PART II is a suggested tom of release which may be used to release the collateral from aINVEYANDE RWORDE D The terms of the conveyance. PART I CONVEYANCE RECORDATION NOTICE NAME (last name IMO OF DEBTOR 281 j9N 29 PM 12 16 RL Aviation. LLC In'A.M., kr 11(t) NAME and ADDRESS OF SECURED PARTY/ASSIGNEE ' 011.04Sigi ilia Bane of America Leasing & Capital, LLC NAME OF SECURED PARTY'S ASSIGNOR (if assigned) DoNot Write In This Block FOR FAA USE ONLY Key Corporate Capital Inc. FAA REGISTRATION NUMBER AIRCRAFT SERIAL NUMBER AIRCRAFT MFR. (BUILDER) and MODEL N901IRL 49078 Bell 430 • ENGINE MFR. and MODEL ENGINE SERIAL NUMBER(S) Allison 250-0108 - 844167 & 844169 PROPELLER MFR. And MODEL PROPELLER SERIAL NUMBER(S) THE SECURITY CONVEYANCE DATED ....11-23-03 COVERING THE ABOVE COLLATERAL WAS RECORDED BY THE FAA AIRCRAFT REGISTRY ON 12-23-03 AS CONVEYANCE NUMBER 11031696 Assignment dated 12-31-03 , recorded 1-13-04, Conveyance Number XX025631 FAA CONVEYANCE EXAMINER PART II — RELEASE — (This suggested Sane form may be executed by ore seated party nut returned to the Civil Aviation Reining when tanner the conveyanoe have been satisfied See 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 TO THE 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 feint is only intended co be a samited Conn of release. which meal the DATE OF RELEASE: natachas nomennents of the Federal Aviation MI c91956. sed the regulations issued thmund" be Banc of America Leasing & Capital, LLC seciany bolder Mouldinbe dialledbin 'kit "' mith lama acecedinee the dm fas und by at MIAOW PrOvISICOS of local 1131111t, rod other applecabk faked statutes This Tam may be JJ eeprohccd That n no fee fog ittordoss a release. Sad to Ancrell SIGNATURE Ink) 1 . i Regalflili0ll Brand. P 0 Boa 23504. Oldahowu City. Oklahoma 73125 TITLE VP (A person signing for a corporal°n mot be a corporate officer or hold a rnanagenal position and must show his tick. A person signets for mothceshould sec parts 47 and 49 of the Fedeial Aviation Regulation (14CFR)). ACKNOWLEDGEMENT Of Required By Application Local Law). AC Form $050-41 (2/96)(NSN 0052.00-543-9000 SEE RECORDED CONVEYANCE NUMBER xXoastA3i DOC ID C3,06 RAGE fri SDNY_GM_02757067 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243989 EFTA01328853 4110 v 40 se lieNot,ea~s 62 Nee lee, dy jkirm 037fria9 v SDNY_GM_02757068 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243990 EFTA01328854 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 coven 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 22260 FROM DOCUMENT NO. R L AVIATION LLC TO OR ASSIGNED TO DATE RECORDED ELITE AVIATION LLC June 30, 2004 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: AIRCRAFT (Lim by registration number) I TOTAL NIPARFR INVOI wt.) N900RL •N901RL N902RL NI55LR ENGINES I TOTAL NIIMRER INVOI VFD MAKE(S) SERIAL PROPELLERS I TOTAL NIRORFR MVO! vFn MAKE(S) SERIAL NO. SPARE PARTS -LOCATIONS I TOTAL NI IMRFR INVOI VFO LOCATION RECORDED CONVEYANCE FILED IN: (005200.5$24000) SDNY_GM_02757069 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 0024399I EFTA01328855 SONY GM 02757070 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243992 EFTA01328856 r /4 3. EFTA 00243993 EFTA01328857 N s— • ri a: 4, "s -0 ei C C 03 O r 2 L.r) ri ASSIGNMENT Of SPECM4. REGISTRATION NUMBERS sPethl PleQutrat an Number Z (9 0 0 Ascrsit Mote aid Sold N 901R1 oreinpoosai BELL 430 Present Registration Renter cri SSW Skid Said italics Admilidnallat 49078 1182150 N 74RP CD r- • ICAO AIRCRAFT ADDRESS CODE Into bate. JA WARY 06, 2004 R FOR N901RL = 53072145 Theis icy improve change, te tintedstar rano- eon number cm the itatedeicrted erfaidt lc the ece•clat R I AVIATION LLC regbeadon mamba, sheen. 4 940 CANDLECREST OR Cry &flan atria ten ha. SEMI icgettion with fie cc WESTLAKE VILLAGE CA 91362-5641 ) — hiti thddradin cartlAwie a Herr attar lo opetta the tetra perging receipt el mime °sada ts of repatrabon ID °Mannino:4 certilcoleotalnioreariese tom your neer Lag VaiS1 la•a'—' 22 es Fin standet Meld Oak* cc P/ f). m1300( --- i joi lbrialistFAAformatilid, Application i . DME For Aleitortintise on Ma le dab& • • APRIL 26. 2001 cc Rw ainirewhineia clamilloilion aid ceispory: w O STD TRANSP INSTRUCHOPIS: CC O r SIGN AND RETURN THE ORIGINAL of gas bin to the CS AviertonRegety. AFS-758 wilitn S days after the special repel elm number s 0 affixed on the aircraft A wised cart:dm:ate wfl then be Issued Ths authority is raid for 90 days from the issue date. 50 The aultiodty go seethe apiadal rearberapiree: JANUARY 06. 2005 - a. GER- lECKTKVF I entity that the special reigstrabon number was placed on the RERAN FORM TO U aircraft d d above w end AVIattor Repistry. PI- S (50 P.O. Boa 25507 of Gamer re4 Oldehorna City. Of aroma 731250504 CC Tice of Owner . Ci- r z.--44-- V. Lilt_ a • PLA-4(y,c72_ • .A*2* ,--- O Rat se' • VI .4 VP4OHVINO MOFIV-DIO Oh at LIU 6 Nur 13002 88 N011V81S1338 I.AVV38111 %FYI HIIM 03134 SDNY_GM_02757072 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 1O, 15, and 17 EFTA_00243994 EFTA01328858 ASSIGNMENT OF SPECIAL REGISTRATION NUMBERS SPieleIRig"bati°" Number 0 N Newel Makt and Mood 90IP.L USOsparlinart allereporloran ;JELL 430 Present Registraton Number MIMI NISI astienseratas 49076 11 x2150 N 74RP III ICAO AIRCRAFT AOORtSS CODE Issue Date: JANUARY Ohs 2004 FOR N9OIRL a 53072145 This is tine savory to change the United States repairs ton 'lumberman, above described aircraft to the special R L AVIATION LLC registration number shorm. 940 CANOLECRE ST OR Cary dupboate of has form In Via erase together with me WESTLAKE VILLAGE CA 91362-5641 oict western ointlicete asInterim authority to operate the aircraft pending receipt of rented certecate of registration. Obtain a reviled certif.:ate of airworthiness horn your titan eel Flight Standards Driblet Ofka. The latest FAA Form 11304, Application For Airworthiness on S. is detest APkIL 26, 2001 The airworthiness classIlkaelee and newsy Sit. TOANSP INSTRUCTIONS: SIGN AND RETURN THE ORIGINAL of this bun to the Civil Aviation Registry. AFS-75 . wrthin 5 days alter the special registrabon number is Ili affixed on the aircraft A revised certificate will then be issued. This authonty is valid for 90 days from the iSsue date. The authority to use the special number expires. JANUARY 06 • 2005 CERTIFICATION. I certify that the special registration number was placed on the RETURN FORM TO aircraft described above. Civil Aviation Registry, AFS-750 P.O. Box 25500 Signature of Owner Oklahoma City, Oklahoma 73125-0504 Title of Owner. Date Placed on Aircraft con ra6) Sup cedes Previous Edition SDNY_GM_02757073 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243995 EFTA01328859 • • SDNYGM02757074 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243996 EFTA01328860 77:7€ Pr. Novembe25, 2003 4 JAN 0 6 2004 Federal Aviation Administration Central Records Division Oklahoma City, Oklahoma PART I I• Please assign N90IRL to the following aircraft: N74RP, Bell 430, Serial Number 49078 Which is being purchased by: w AvAILABLB .„ RI. Aviation LLC RE5ENE4 N:_y_iilit=k, PART II :JAN 0 6 2004 Please reserve N74RP in the name only for: P Warner Communications, Inc. JAN 13 2004 • Payment of the required $10.00 fee is attached. Please send the letter of confirmation to Insured Aircraft Title Service, Inc in the P.D. Room. REQUESTED BY: 003291219063 $10.00 II/75/2003 Serving the Aviation Industry for over 35 years SDNY_GM_02757075 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243997 EFTA01328861 • • VW0HV1NO A110 V wrolV1NO ST I Wd S2 RON EN? NOUVU1'310?1; VV!, 03113 SDNY_GM_02757076 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243998 EFTA01328862 U.S. DEPARTMENT OF TRANSPORTATION . SEE CONVEYANCE NO FEDERAL AVIATION ADMINISTRATION CROSS-REFERENCE-RECORDATION FILING DATE: This form is to be used in cases vibcre 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 CONY it 11031696) FROM DOCUMENT NO. KEY CORPORATE CAPITAL INC (ASSIGNOR) X.X02563 I 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 (Lis, by registration number) I TOTAI NUMBER INVOI WI) I N74RP ENGINES I TOTAI NI PURER INVOINFI) 2 MAKE(S) SERIAL ALLISON 250-C4OB NO. 844167 844169 PROPELLERS I TOTAI NICSIRFR INVOI VET) MAKE(S) SERIAL NO. SPARE PARTS -LOCATIONS I TOTAI NI MnFlt MVO. \WO LOCATION RECORDED CONVEYANCE FILED IN: N74RP BELL 430 Sthl 49078 . AC FORM 80S0-23 (146)1103240484-6000) SDNY_GM_02757077 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243999 EFTA01328863 SDNY_GM_02757078 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244000 EFTA01328864 0000000 1 3 3 8 xx825631 AGREEMENT of ASSIGNMENT This Agreement of Assignment (this "Agreement"),dated Decerpber 5( , 2003, between_ _ . _ Key Corporate Capital Inc(the "Assignor) and Banc of America Leasing and Capital, LLC (the "Assignee"). CONVEYANCE RECOR3E9 For valuable consideration, the receipt and adequacy of wills!? KR Irby. acknowledged, the Assignor hereby agrees with the Assignee as followirn KJ 836 1. Assignment. The Assignor hereby sells, assigns and trap tATION /i Assignee all of its right, title and interest in, to and under, and the Assi TI 0 N 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 CORP E. CAPITAL INC. If BY: BY: TITLE: 4 e "les))arz..-7"-- TITLE: & pas viscuol ItS.01O$1O4 y lausivamr Plata 1 O536c/113a0P is=c)c) SDNY_GM_02757079 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00244001 EFTA01328865 VIVOHnNO All0 V140HV1:40 TO IT WY IC 030 00/ 1i8 N0111%181038 IdV83HIV YV4 HIIM 03113 SDNY_GM_02757080 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00244002 EFTA01328866 7r , • 0 0 0 0 0 0 0 1 3 3 9 4 AGREEMENT of ASSIGNMENT This Agreement of Assignment (this "Agreement"),dated December If , 2003, betweer Key Corporate Capital Ine(the "Assignor) and Banc of America Leasing and Capital, LLC (the 'Assignees). 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: :CA4C-se/ TITLE: TITLE: C:•P-7.<7.,JOI.Es ii glad, att gat rc5 A wis ica Kei, eaui 'mew friluice 1 SDNY_GM_02757081 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244003 EFTA01328867 SDNY_GM_02757082 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244004 EFTA01328868 0 0 0 0 0 0 0 1 3 4 0 SCHEDULE A TO ASSIGNMENT AGREEMENT FAA DOCUMENTS (hg- " tetomee) Aircraft Sturity Agreement dated as of November 25, 2004 between 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 Dctertbcr . J3 . 20031and assigned FAA Conveyance No. 11031696. 2 SDNY_GM_02757083 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002 44005 EFTA01328869 • P • •••• •••• 4 • OS CERTIFICATE Comp acedit isis lhat I haV0 I herebY Ce •nsUurne anu th IgIrotsagi ongmat VII0HV1NO A.110 VHOIIV1)10 TO IT WEI TC 330 COO/ 89-NO1B0118103211JVIJONIV rid HIIM 03114 SDNY_GM_02757084 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241006 EFTA01328870 U.S. DEPARTMENT OF TRANSPORTATION SEE CONVEYANCE NO FEDERAL AVIATION ADMINISTRATION FILING DATE: CROSS-REFERENCE—RECORDATION 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 AIRCRAFT SECURITY AGREEMENT 11/25/03 FROM DOCUMENT NO. R L AVIATION LLC 11031696 TO OR ASSIGNED TO DATE RECORDED KEY CORPORATE CAPITAL INC December 23, 2003 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: AIRCRAFT (List by registration number) i IYITAI NIIMRFR INVOLVE() 1 N74RP ENGINES I TOTAL NIIMRFR MVO' vFn 7 MAKE(S) SERIAL ALLISON 250-C4OB NO. 844167 844169 PROPELLERS TOTAI NIIMRFR RORK VFI) I MAKE(S) SERIAL NO. SPARE PARTS -LOCATIONS I TOTAL NI IMRFR INVOI VED LOCATION RECORDED CONVEYANCE FILED IN: N74RP, BELL 430, SIN 49078 AC FORM 805.-23 (I-%) (0052-00-5824000) SDNY_GM_02757085 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00244007 EFTA01328871 SDNYGM02757086 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00244008 EFTA01328872 :3 7 •0 0 0 0 0 0 0 2 4 AIRCRAFT SECURITY AGREEMENT between RL AVIATION, LLC as the Grantor and KEY CORPORATE CAPITAL acting through Its division Key Equipment Finance as the Secured Party Dated as of November g95 , 2003 N74RP to become N901FtL C WEMPV1ba04 Semi, Agoura 41.X Seedell 1103 SDNY_GM_02757087 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244009 EFTA01328873 InIOHnNO All0 hi I LW S2 RON 8 NOLLM9103ii liVUOUIV az! HIM 03114 SDNY_GM_02757088 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241010 EFTA01328874 boo0ootrigousoNam§ bit 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 1 ARTICLE 2. COVENANTS Section 2.1 Ownership 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 r 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 Section 4.1 Insurance 3 Section 4.2 Certificates of Insurance Section 4.3 Proceeds of Insurance 4 Section 4.4 No Right to Self-Insure 4 ARTICLE 5. EVENTS OF DEFAULT AND REMEDIES 4 Section 5.1 Events of Default; Remedies Section 5.2 Remedies Section 5.3 Remedies Cumulative Section 5.4 Grantor's Waiver of Rights Section 5.5 Power of Attorney Section 5.6 Distribution of Amounts Received After an Event of Default 5 Section 5.7 Suits for Enforcement 6 ARTICLE 6. REPRESENTATIONS AND WARRANTIES 6 Section 6.1 Representations, Warranties and Covenants of Grantor ARTICLE 7. SECURITY INTEREST ABSOLUTE 6 Section 7.1 Security Interest Absolute 6 ARTICLE 8. MISCELLANEOUS 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 Apeanent. 7 Section 8.6 Further Assurances 7 Section 8.7 Performance by Secured Party Section 8.8 Indemnity 7 Section 8.9 Amendments ' Section 8.10 Consent to lurisdktion. Section 8.11 Waiver *rimy Trial 7 Section 8.12 Counterpart Execution 8 ARTICLE 9. DEFINITIONS Section 9.1 Definitions 8 Form No.: AIR 02-501.802 Pori SDNY_GM_02757089 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00244011 EFTA01328875 SDNY_GM_02757090 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244012 EFTA01328876 • • • 0 0 0 CPITRAfts EOURtlY AtirErflre 71US AIRCRAFT SECURITY AGREEMENT ("Agreement") is made and entered into as of Novernb %9°Y'Yeetral KEY CORPORATE CAPITAL INC., acting through its division Key Equipment Finance. a Michigan corporation having an.o eat no ammo Pam Strait 8th Floor, Albany, New York 12207 ("Secured Party') and RL AVIATION, LLC. a California limited liability company organized and having its chief executive offices located 31330 Oak Crest Drive, Westlake Village, CA 91361 ("Grantor—). Capitalized terms not otherwise defined herein shall have the meanings given in Article 9 hereof. -7- Z03/G96 RECITALS A. Pursuant to a Promissory Note of even date (collectively, together with all amendments, modification[ neettinitplements 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. (;•W 0:1(i P.P1 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 within hereby acknewilredgeWil in order to induce the Secured Party to make the loan pursuant to the Promissory Note, the Grantor agrees. for the benefit of the' ARTICLE I. GRANT OF SECURITY I TEREST Section 1.1 Grant of Security Interest. The Grantor, in consideration 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 Pans) 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 Documents. Section t.2 Fillet 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 UNLESS AND UNTIL SECURED PARTY SHALL HAVE RECEIVED A BORROWER'S ACKNOWLEDGMENT (Certificate of Acceptance) RELATING TO THE EQUIPMENT EXECUTED 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 I.3 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 Fonn No.: AIR02-501.802 Par I of 12 833029/3/4,609 0445 Lta. 010 di.O IS /as/o3 // SDNY_GM_02757091 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244013 EFTA01328877 SDNYGM02757092 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 1 EFTA_00244014 EFTA01328878 withinfive (5) days, take (or cause to betaked stiff actd n aunaySe neirsati to racharge any such Lien not excepted above if the same shall arise at any time/ .0 0 U Section IA 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 near 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 Of loss of such item of Equipment. or any interest, including the Secured Party's security interest, therein). 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 terms 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. Scales 1.6 %Oaten's«. (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 jurisdictiorul 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 tern of the Promissory Note and twelve (12) months thereafter. Grantor shall maintain the Aircraft 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 Airworthinen 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 property trained, licensed and certified maintenance sources and maintenance personnel, so as to keep the Aircraft and each Engine in as good operating condition as what 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, conftscated, 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 Pads 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 Pad 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 Alteration, 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 Agt....mint, 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 a.8, so long as no Event of Default shall have occurred and be Form No.: AIR 02-501.802 Page 2of 12 SDNY_GM_027576th SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFIA_00244015 EFTA01328879 SDNYGM02757.4 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 1 EFTA_002440 I 6 EFTA01328880 continuing, the Grantor may temple aim Park if (4guelppartlif in piIditigal to,And gla in freplacement of or substitution for, any Part originally incorporated in such item,of EquMmedVat thk tink of &Hive}, theYeof iffany-Part id 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 Pan as above provided, the Grantor's rights, title and interests In such Part shall be released from the Lien of this Agreement. Satan 1.9 Maintenance of Other Engines. 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 2.6 to the same extent as if it were an Engine. Section 1.10 payment of ObIleations. 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 C 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, 74* Hayvenhurst Place, Van Nuys, CA 92406. Grantor shall supply Secured Party with a waiver of any li en 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 bet.asal, from its designated home airport for a period in excess of thirty (3o) 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 Pasty 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 Mantis! 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. T.VENTS OF IASI Section 1.15 Event of toss with Renal to the Aircraft. Upon the occurrence ofan 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 (30th) 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 Mutilation 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 payment of all amounts then due and payable under the Loan Documents, shall be paid to the Grantor. (b) 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 a other Person with respect to any Event of Lou, which am payable to the Grantor, shill 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 clot. At such time as there shall net 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 receivcdby or payable to the Grantor on account of an Event of Lon. 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: Rem No.: AIR 02-501.802 Parlor12 SDNY_GM_02757095 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_DT244017 EFTA01328881 SDNY GM 02757096 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002440 I 8 EFTA01328882 . (a) Grantor, ayµs olrg canard A• pain. shrifimai@ain ecauato beirniiasined: (I) comprehensive aircraft liability insurance covering all risks which Secured Party orGfailtorWay akin brats.% of Ore 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)510.000.002.00 per occurrence and (ii) the amounts of comprehensive aviation liability insurance from time to lime 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 all-risk property damage insurance covering the Engine and all other hems of Equipment while removed from the Airframe, in an amount equal to the greater of the full insurable value of the Aircraft or I I0% 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 Sauced Party. (b) All insurance policies required hereunder shall (I) require 30 days' prior written notice of cancellation, nonrenewal 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 policies 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 nght 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 coveting 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 penal (other than an Additional Insured, as to itself only) and shall insure the Additional Insureds regardless of any breach or violation of any wananty, 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, insunection, martial law, military or usurped power or attempts al 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 I.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 wilting 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 1.19 Proceeds ed I risuraner. 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-Inters. 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 5. 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: 0) Grantor fails to pay any installment of principal or interest on the Promissory Note within ten (to) 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 Farm No : AIR 02-501.802 Page 4 of 12 SDNY_GM_02757097 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFIA_00244019 EFTA01328883 SONYGM02757098 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 1 EFTA_00244020 EFTA01328884 Loan Documents or any other loartleasfpr qftdit areepient 6f anylacq9sitiom or (isrchape agreement with Secured Party or any other party; (6) Grantor violates or fails to perform ley &rvenat of-teprnentifion madeby Grant& 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 Pasty (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; (to) 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; (it) a change in control occurs in Grantor or any Guarantor; (r2) 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 Dolan 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 dear 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 tights by directing payment to it of all monies payable under any aip ',sant 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 part 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 permined by this Agreement or at law or by equity, and may file such proofs of claim or other papas 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 ease 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 Riehia. 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 1.26 Distribution of Amounts Received After an Event of Desalt. 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 Articles 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: ES, so much 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 persiously reimbursed) shall be paid to the Secured Party: Second, 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 Indernnifial Party; Mkt 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 SDNY_GM_02/57099 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244021 EFTA01328885 SONY GM 02757100 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 I EFTA_00244022 EFTA01328886 Section 1.27 Ws 11ngtag.- rot opig of ey deault2i payasentif th4Loan beyond any applicable grace period, then, regardless of whether or not Ilie L.O6n s Nth bebh 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 De sufficient to pay the costs and expenses of collection, including reasonable attorneys' fees and expenses. ARTICLE 6. REPRESENTATIONS AND WARRANTIF.$ Section I.2$ Representations. Warranties and Covenants of Grantor. Grantor represents, warrants and covenants that: (a) Grantor (i) is, and will raisin. 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 rakes 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 Tide 49, Subtitle VII of the United States Code, as amended and modified, and the regulations thereunder so long as any Liabilities are din to Secured Party under the Loan Documents; 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 Many 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 organisational 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 a encumbrance on any of Grantors property (except for liens in favor of Secured Party) pursuant to, any indenture mortgage, deed of true, bank loan, credit agreement, or other agreement or instrument to which Grantor is a parry; (4 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 under 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) Ifs the time of Grantor's execution of this Agreement. Grantor is not the registered owner of the Aircraft, as shown in the records of the United States Federal Aviation Administration ("FAA, Grantor al 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 bench 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 availably, 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; • (o) 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 Sayan' Infant 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, iiiwapestive of: (a) any lack of validity or enforceability of any Loan Document; (b) the failure of the Secured Party to Form No.: AIR 02-501102 Page 6 of 12 SDNY GM 02757101 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244023 EFTA01328887 SONYGMJ)2757102 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 1 EFTA_00244024 EFTA01328888 () assert any claim or ma or thenfiagge an9nglwar rer4dy ;ain't the Grantor or any other Person under the provisions of • tI8Lcal8A r riml ny Wher L Ni ctIfflelt or &Erma; or (ii) to exercise any right or remedy against any guarantor of. or collateral securing, any of the Liabilities: (e) any change in the time, manner or place of payment of, or in any other tam 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, raoupinent or termination whatsoever by reason of the invalidity. illegality, nongenuineness. irregulatity, compromise, unenforceability of, or any other event or occurrence affecting, any of the Liabilities; (e) any amendment to. rescission. waiver, or other modification of. or any consent to departure from, any of the terms of the Loan Agreement or any other Loan Document; to 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 any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, the Grantor, any Surety Of any guarantor. ARTICLE 8. MISCELLANEOUS Section 130 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, ME 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 1.32 Limitation as to Enforcement of Rights, Remedies and Claims. 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 133 Severabilltv of Invalid Provision. 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 1.31 Benefit of Parties. Successors and Assignor 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 hither 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 powers herein 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 138 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 MUSING 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 JURISDICTIONOF 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 ATRIAL BY JURY IN ANY ACTION OR PROCEEDING TO .ENFORCE OR DEFEND ANY RIGHTS (a) UNDER THIS AGREEMENT OR ANY LOAN Fam No.: AIR 02-501.802 Page 7 of 12 SDNY_GM_02757103 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244025 EFTA01328889 SDNY_GM_02757104 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244026 EFTA01328890 DOCUMENT OR ANY IMAM DELIVERED ORWHICH MAY 111111111=R E EliTE D oosigiagrIENa IN INSTRUMENT, DOCUMENT OR AGREEMENT 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 original, 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 modified 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 anyother airframe. "Airframe" shall mean (A) the one (1) 2001 Bell Helicopter Model 430 (excluding, however, the Engine or engines from time to time installed thereon) having the tired States Registration Number and manufacturer's serial number specified on Schedule I attached hereto (B) any and all avionics, appliances. instruments, accessones and parts, and all replacements therefor, which are from time to time incorporated or insulted 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 day other than a Sat day or Sunday on which the banks are open for business in Albany, New York. "Bill of Sale" meads. 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 Pasty makes the Loan to Grantor pursuant to the Promissory Note. "Coil ' shall have the meaning set forth in Section 1.1 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 tat forth in Section 7 of the Promissory Note. "Engine" shall mean 2 each of the Allison 250-O10B having the manufacturer's serial number specified on $cheduk I attached hereto (which engine(s) have mote than 750 rated takeoff horsepower or the equivalent of such horsepower), whether or not from time to time installed on the Airframe or arty other airframe. (2) any replacement engine which may from time to time be substituted for the Engine pursuant to the teams of the Agreement and 0) in either case, any and all parts which are fern 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 Parts. "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 pan 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. Fonn No.: AIR 02-501.502 Page 8 of 12 SDNY_GM_02757105 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244027 EFTA01328891 SDNY_GM_02757106 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244028 EFTA01328892 or" means indivirnallyed calectiely, gu9antooff Gr2ntor4bligglionstwed to Secured Party. - Ineorriorated In" means incorporated, installed in or attached to or otherwise made a pan of. "Indemnified Parties" means the Secured Party and its successors, assigns, transferees, directors, officers, employees, shareholders, savants and agents. "liabilities" has the meaning given in Section I.I. "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 properly. "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 seemed interest on the Loan plus any prepayment premium "Parts" means all appliances. parts. components, instruments, appurtenances, accessories, furnishings and other equipment of %tamer 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 "earl" means 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 referral to in clauses (a) and (b) of Seaton 1.3. "Person" means any individual, corporation, partnership, limited liability company, joint venture, association, joinostock 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 $3.300.000.00. "Purchase Agreement" means the Aircraft Sales Agreement dated October I5. 2001. between Seller, and Grantor as Buyer, as it may be amended, modified or supplemented from lime to time. "Records" means the react, logs and other material described in Section 1.5. "Seller" means Warner Communications Inc., Time Warner Inc., Rome Box Office, Inc., New Line Cinema Corporation, Tune Warner Cable 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 Lifc Inc., and Wells Fargo Bank Northwest, National Association, as Trustee of the Tune 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. Fans No.: MR02-501102 Page9W12 SDNY_G114_02757107 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244029 EFTA01328893 SONY GM 02757108 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244030 EFTA01328894 .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. AV TION, TLC Tide: Manager `c17t...3 Address: il ls Attention: N IA STATE OF ea- ( :*(t3r tA- ) as.: COUNTY OF L-* kit aatin On this Ij iDay) day ofNovember, 2003, before me the subsenba personally a 4- Le1c- who bang by me duly sworn, did depose and say; that (s) he resides at 1,1 exceks County, State of • that (s) he i a {Mat! Off of "R L AVh2....42FX the corporation described in and with executed the foregoing instrument: and that (s) he ed h name by order of the Board at Directors of said corporation. NOTARY P LIC ANITA Al CIIIKSMAN My Commission Expires: ff.,'ris(5 tat:0'5 Alf Carro.' 1112P3718 Hatay Putt -Carols Cr") Los Angeles Cm*, OrnmEplresFeb9,2:05 Form No.: AIR 02-5011302 Page I0 of II SDNY_GM_02757109 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241031 EFTA01328895 NW? 21.1 MA10, , 06152S1 v,erissrP V Offs' - • SONY_GM_02757110 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00244032 EFTA01328896 •0 0 nsEamE2pARty:4 9 KEY CORPORATE CAPITAL INC., acting through its.9ivision Key Fgyipment F rice By: Name:__DD LD C. DAVIS Title: Address: VICC ID0WIPAttalin Blvd. Superior, CO 80027 Attention: Julie A McAllister Telecopier: 720-304-1470 STATE OF )Ss.: COUNTY OF On this t ( da of No , 2003, before me the subscriber sworn, did and say; that he resides at unty. State of Colorado: that he Pai ss:t \MrtmeT;Ilt . bein:71(ry me duly dpi dtarP the corporation described in and which executed the foregoing instrwnent: and that he signed his name thereto by order of the Board of Directors of said l: corporation. NOTARY PUBLIC My Commission Expires: preina 3Ot "e,O0- 1 Form No AIR 02.501 802 Page 11 of 12 SDNY_Ghl_02757111 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00244033 EFTA01328897 SONY_GM_02757112 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244034 EFTA01328898 0 1 HEALESt 0 .0 0 0 0 0 0 FM AVIATION, LLC Airframe Make and Model: 12001 Bell 430 Helicopter United States Registration Number: N74RP to betome N90IRL Airframe Manufaaurer'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-I00-406 ELT with GPS Interface BF Goodrich WX-500 Storinscope System Secondary Transco' 55120 Blind encoder MST67A Secondary Transponder System Shadin ADC-2000 System AFCS w/Flight Director and 4-tube EFTS VHF Comma' and N2 ADF AC Inverter *2 DME Transponder Avionics Master Switch Nay #1 and 012 Gold Crown Harness Radar Altimeter Standby Attitude Indicator Additional Equipment/Features 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 ClUmr/Page M3071 System for Cabin Cabin ICS and Paging System - 5 aft positions Cabin Arn/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 I 20v ac cabin outlets (2) 250 VA invena (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 inm 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 tor crew plus I spare Cockpit map case Sheepskin covers for crew positions Cockpit storage pockets Rosen SUOVISOTS, Pilot and Co-Pilot Rem No AIR 02.501 802 Page 12 of 12 SDNY_GM_02757113 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244035 EFTA01328899 SDNY_GM_02757114 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00244036 EFTA01328900 • 0 0 0 0 0 0 0 2 4 S I Ca: 55644 LW: 55645 Ls#: 6600023147 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) Alt the items of Equipment covered by a Promissory Note dated as of November c).5 2003 by the undersigned in lavor of Key C0rpq12te Capital Inc.. acting through its division Key Equipment Finance ('KEF') in cennection 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 ail respects and are acceptable to the undersigned for financing under the Loan Documents. (c) are suitable for the undersigned's purposes. (0) are in good order, repair and condition, (e) have been installed and operate propedy, and (I) are subject to all of the terms and conditions of the Loan Documents. Dated: RL AVIATION.= This Certificate is executed in multiple counterparts to facilitate FAA filing Each counterpart, X when executed and delivered, shall be an original. but all such counterparts shad together constitute but one and the same instrument. Name: Title: Man* " 14. lam Ao 10201-X1203 Pip d SDNY_GM_02757115 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244037 EFTA01328901 4 • • • a . 3 CERTIFICATE largelh ve compared this isherrOmunienlar Nd ills V:10HIMO A.110 lid S2 AON COill 22 tiCi:C4.1.2: 112.3V2OEIV VVA Kin C3114 SDNYGlvl_02757116 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFIA_00244038 EFTA01328902 - FORA APPROVED -13 2 4 3 6 Olt NA tt200)AT s "ma STMES OF *ERICA DEPARTMENT OF TRAMPORTATION MOM MOWN AlasininCeltia 'Malaita ARCSAAFICAL COMA NRCRAFT REGSTRMON APPUCATION CERT. ISSUE DATE REGaTiiini:TrEIFE:00 74RP AIRCRAFT MANUFACTURER a TKIGa 14 BELL 430 AJRCORT SERIAL NA II 0E0 2 3 2003 49O7R FOR FAA USE ONLY TYPE OF REGISTRATION Mot one baa O I. Indsdual 0 2. PartnerShO fi ci. Capatein 0 0 8. Nonazen 4. Comm 0 5 Goie NAME OF APPLICANT ilemonO) tram an valence al m-int e nandual. re Iasi none. In. new. arta ROTA MS I • R L AVIATION, LLC remote.* KRIM ( B18) 988-5387 ADDRESS SIM sea fl ees a It mime kW Mots 4110 Met 940 Candlecrest Drive Rval RPM pa sew CITY sun TV CODE Westlake Village CA 91362 0 CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADORESS ATTENTION! Reed the following ESTINM/11 before signing this application. This portion MUST be completed. A lalw or Rah:~ fl air, mmen a the topicarm nag be wo‘nds Mr punsemet te ire and :a mrtscereve OAS. OM. Ta• It See 4000 CERTIFICATION • III Wel Ni. above Sad Is came by Ire warmed appears eta e • amen liMelna ceeptmemei el M'1)W SIMS Oa MYR Int glm Mem el Mite ) a CHECK ONE AS APPROPRIATE a. OARS:MI e/NA et Nen Nalseam (Form I.IM a Form 14411 ma O 0 A vomiliten ocepoiallen cmineee re ably Maness under ly an a lam) _ .. . — — and NM Saab a. Mee And amen)/ me . lee Ureeo Yves Revere* or NM /van we memo lo, Invialon al 0 TM the Mari Nap remised we* PS Ms a any bony cage, end GI Tial NMI Mame a amenlep Is soacreo a me been Nod ern to, Flaw ', Anon A&.nw NOTE: II satubed law obtenertm all ambeartS must sag& Use testae as it lawn TYPE OR NAME DEL MOHAWK TITLE DATE Iii s 3 SIGNATURE F TITLE i 1 IL SIGNATURE TITLE OWE NOTE Petra rent a the talkie, dome" Rgflat re moan rnm to apeman Mamma Fol In mess a SO dye. Ming wrid• Ms Ole NW easy al US eppalan mit be red In Pe •Mall PC Eons IOW (1Z% ICOS24:0428-9C07) Supersedes Nevem Edlion SONY:GT.4_02757117 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00244039 EFTA01328903 4- • • VIVOHTDIO :LP IV ° CI i Wd SZ ZION tag NOILVUIVI}all LAVVOUIV VVA TAUS 0311A SDNY_GM_02757118 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00244040 EFTA01328904 ;.. 0 0 0 0 0 0 0 2 4 3 1 1i. 0 3 1 G 9 5 UNITED STATES OF AMERICA US DOYATLIENT CF TRANSPORTATION FEDEPAL AVIATION NMINISMATOI AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF S 1.00«o.v.e. THE UNDERSIGNED CO. OWNERS OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES 1' 3 6P1 9 37 • REGISTRATION NUMBER 74RP AIRCRAFT MANUFACTURER & MODEL r.)1.1 S T1L'.11.10 N Bell 430 AIRCRAFT SERIAL No. 49078 DOES THIS 0 2c i *" DAY OF n , November, 2003, HEREBY SELLGRANT. TRANSFER AND DELVER ALL RIGHTS. TITLE AND INTERESTS Do Not MO In Tit Sack IN AND TO SUCH AIRCRAFT UNTO: FOR FAA USE ONLY P NAMES: U RL Aviation, LLC C H A S E R DEALER CERWICATE MUSA 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 THISOer-DAY OF November, 2003. HAMM) OF SELLER SIONATURMS) TREE (TYPED OR PRINTED) ON INM OF MOOTED (TYPED OR PRINTED). FOR CGOAMERSHIP, ALL MUST SAW) S E Warner Communications Inc. Senior Vice President L L 1PencvEdo AND THE OTHER SELLERS NAMED ON E THE SIGNATURE PAGES ATTACHED R HERETO S Nu, An_ eo deo 0 33a' /3l,so'1 SS. It/ - 23/03 126007.1. SDNY_GM_02757119 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00244041 EFTA01328905 viNotiviN0 ALIO vto:4v1)10 CI I kW SZ 110N £uul 13 NOILVJ;.•;ii:.1-2;; 1. VIJOHIV 1I3 SDNY_GM_02757120 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244042 EFTA01328906 AIRCRAFT BILL OF SALE Bell 430 model G-V aircraft, MSN 49078, N74RP 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: Name: Spencer B. Hays Title: Senior Vice President of and on behalf of each of the above corporations SDNY_GM_02757121 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244043 EFTA01328907 VII0I1V110 "1":(11iV1)1.0 1.110 tim SZ R014 att £j 1,VkliStrak: 11,1E010 118 03113 "°iv 3 EllA SDNY_GM_02757122 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244044 EFTA01328908 0 0 0 0 0 0. 0 2 4 3 3 AIRCRAFT BILL OF SALE Bell 430 model G-V aircraft, MSN 49078, N74RP AMERICA ONLINE, INC. TIME WARNER BOOK GROUP INC. By: Name: Title: encer B. Hays "/°4--)-J Vice President of and on behalf of each of the above corporations SDNY_GM_02757123 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244045 EFTA01328909 vt,J.ctivin A.uo CT I hid SZ RON CC3? bfl HOLOUIStrord 12418381V vvJ C2311i SDNY_GM_02757124 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244046 EFTA01328910 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. •• Name: Annaliese Kambour Title: Vice President of and on behalf of each of the above corporations SDNY_GM_02757125 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00244047 EFTA01328911 V1@OIIV1)I0 ;dr) v!...r.v07,1)10 CT T bid SZ RON UV 80 110J.Veit:10311 1:::8081V VVI 03113 SDNY_GM_02757126 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244048 EFTA01328912 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 By Name: rett R. Kin Title: Vice Pres t SDNY_GM_02757127 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002 44049 EFTA01328913 CERTIFICATE I hereby catiry that I have compared this Va ongsnal inseurnert and glee correm 7 of id original. VIVOH1/1)!O 1110 r - O!MY.0 CI I Ilk! S7 110N COO? 80:1'..Clalt)L2 1:V1301IIV VV2 0311.4 SDNY_GM_02757128 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244050 EFTA01328914 0.* • • • SCOm APPROvf 0 0.10 It 21,00:142 • . - U . "0 0 0 0 0 Tn nit A--. d mar $TATES OF AMERICA 1) 1) ii" t r IFICMSE: iFirai a tja CERT ISSUE DATE • Lento STATES flEG4TAIM0N WOES Pi 74RP MEERUT lAANUFACTWlER 4 M000. Bell 430 J NOV 52003 NACRAPT SSW/ No 49078 FOR FAA USE ONLY TYPE OR REOISTRATICAI ICA•Oi as to) • 0 I. ImmIdual 0 2. Pane 0 d CoTorabal E dl. Wears 0 E. Govt 0 t ricealn" WE OF APPUCNO (PliOnIO enema on s.S Cl Iloolighlo II InWeimit OW is mink MI Wok lintl Mee MAO Warner Communications inc.._and.the:lother III Ct:, 1?-co-owners listed on the Addendum attached hereto MERCK WADER ( 212 I 484-8000 ADORES:0 (Ownweett (Sip 400/Iss Ice SI ippkani IS) Male Id SO 75 Rockefeller Plaza Pal Roar PA ter CITY scat VP MCC New York New York L0019-6908 O CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS Reed the following statement bolo.* signing thls applIcatIOn. ATTENTIONI This pOrtIOn MUST be completed. A IS a 4J.. now Io arvi pate% in en «Wka011 fly be ewe. or parghnent by Me *Mier mormenter0 WS CODA me it Set Rell CERTIFICATION • OWE cmnwr te lists ebbe *egret Is owned try re ~we •PP*Int 0A0 as • 0S Owl/ wilowll et Me Uses Sons (Pa *MO inet Ow man d new I a OW ONE OS APPOIC•ew • 0 A mese Ma ern an %soon (ram 9151 Ce lea 1461) No. b. 0 A sionciloli1a*Inlen *veto] anti obey bats at es ion Cl leuesl_. _. . aid WNee I0 Nod int pima, (*id In to Unikl 1100( Rands w WI no,a0 a. n 1; 0* tw I•0•Olen at a) as re Mott II nal II0010•0 oar Sun US 02 as WW1 county; and (3) Oa IPS 40derce al mreihp is awns a roe teen ems we tw mem Amaton Ad, 992,00 Nom I manse lot co-ownershe Si WOW WE 59,. th. "an. Sdert neWMant TYPE CIR NAME BELOW SIGNATURE Sr. President of TrytE Vice TE warner Communications Inc. I e'S.00.—'"01S .# 6 TITLE OATE bg OCA 20 e W S igi Signature pages of the remaining . WILE Dal itVg SKINATin oovowner applicants are attached. a lb easy Cl 90 WTI POW° MOO 0 et O0110.• 0/ Moon OPOW•Ilm it* throat sof o woad * • WM 0.9. drag — env 0* Poo( CC Cl II* Wasson mat to awed b Pa MOO AC ram 8C60-1 (1290) CC62204284037) SupeneeeS Pentel Edten SDNY_GM_02757129 :T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_0024405 1 EFTA01328915 . .. ..... . vi-40+ivtio v;::1 •- '*13 9 WEI hZ 1300z .02..15L1 £';t: . .. He tiouriiisio:,414%tovii--.- v H.tim atiim - v.: A • "' SDNY_GM_02757130 :T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00244052 EFTA01328916 u 0 . 0 0 0 0 01- 9 --r--* U' 0 0 0 0 0 0 4 Addendum to I 0 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 1,4C-• 11. Time Life Inc. 12. Wells Fargo Bank Northwest, National Association, as Trustee of the Time Warner Entertainment Company L.P. Trust 1291811.1. SDNY_GM_02757131 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244053 EFTA01328917 U • A1.1 --:•—•'''!110 ViYAWN° All3 ViV0Hr010 C WY DZ 130 CiNt lZ g L1 as Hhe 130 at - Vti'd Hllµ 037Id • "IV SDNY_GM_02757132 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244054 EFTA01328918 •4 ICATION U U RS GUT Be aiirralftYM=78, N74RP u 0 0 0 0 0 0 0 4 I I 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: Name: Spencer B. Hays Title: Senior Vice President of and on behalf of each of the above corporations • SDNY_GM_02757133 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244055 EFTA01328919 mouvixo Nr101-1'11)10 ,;.uo vivo?;v1)0 xt.t; .s .• • 13 8 6.1Y hZ !39 top? hei.v.7 , (It C a ez 1.3C1CR ' •„ • Y4 "g SDNY_GM_02757134 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244056 EFTA01328920 • U •t1 0 0.0 0 0 I 9 2 1 U U 0 o Din El L 2 AIRCRA'F'T' RECHSTRATION'APPLICATION Bell 430 • ... aircraft, MSN 49078, N74RP TIME INC. TIME LIFE INC. By: Name: Annaliese Kambour Title: Vice President of and on behalf of each of the above corporations SDNY_GM_02757135 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244057 EFTA01328921 !VPV°:`IHOV:47Y)liaN0 0001 pz134Ux .• trYd 13°2 1 -.7 SONY_GM_02757136 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244058 EFTA01328922 u o ao 0 0 C- 1--2 2 A, I 3 U 0 0AilicRIFPREbisq-RA-noN APPLICATION Bell 430 aircraft, MSN 49078, N74RP AMERICA ONLINE, INC. TIME WARNER BOOK GROUP INC. By: Name: Spetfcrl3. Hays Title: Vice President of and on behalf of each of the above corporations • .) 4: • •• SDNY_GM_02757137 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244059 EFTA01328923 iii PHOiftrimo Ay:% °PileHY7)10 • oe £ big 02 1" 2 9 hZ 1181°/, 6111 .130 COOL 91'4 H..u,303..ril 11odiv SONYGM02757138 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244060 EFTA01328924 U U • 0 dent/301 ..0 0 AIRCRAFTRERIS ' RA7--11-4-4-PL 1CATION rcr4, 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 By Name: Brett R Title: Vice Pr dent ... • *J.' SDNY_GM_02757139 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00244061 EFTA01328925 • Aj. ! "v°HrIX0 OZ HOP:rolo OC .0 -• • 88LZoil g r::_i,'„8;):zi i30 tow V rd H40 SONY_GM_02757140 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00244062 EFTA01328926 _Qe*.Q. .0 0' 0 0 7 7-4- 2-- 41- U 0 0 0 0 I ° Aacnimi S 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 ‘11.C.-• I I. Time Life Inc. 12. Wells Fargo Bank Northwest, National Association, as Trustee of the Time Warner Entertainment Company L.P. Trust 1291811 I SDNY_GM_02757141 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244063 EFTA01328927 Vhiopiv A!.-1 ^-•'10 rNomr'i'xo 0£ £ OZ 1;10 Etiit Le 8 h2 130 an • w' £Gcll • 63714 G Od,y vrd HIN- SDNY_GM_02757142 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244064 EFTA01328928 Oa a 0 1 0 1 - 9 -1-6-- u 0 0 0 0 0 0 0 4 0 4 J004536 UNITED STATES OF AMERICA US CEPARTMENI CC TRANSP0RTATICNFECERAL /MAKIN ADMNISTRAN0N AIRCRAFT BILL OF SALE CONVEYANCE • FOR AND IN CON ATION OF $ 1.00+o.v.e. THE CO- RECORDED ' 'OWNERS OF THESIDE R LEGAL AND BENEFICIAL TITLE OF THE FULL UNDERSIGNED AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES NOU S RN 8 45 REGISTRATION NUMBER N 74RP AIRCRAFT MANUFACTURER & MODEL Belli 430 AIRCRAFT SERIAL No. 49078 it% DAY OF October, 2003. DOES THIS 2. O HEREBY SELL. GRANT. TRANSFER AND DELIVER ALL RIGHTS. TITLE. AND INTERESTS Do Not Writs In This Block IN AND TO SUCH AIRCRAFT UNTO: FOR FM USE ONLY NAMES U R The 3 co-owners named on the Addendum attached hereto C H A S E R S DEALER CERTIFICATE WISER 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 2,0 - DAY OF October, 2003. NAME(S) OF SELLER SIGNATURE($) TITLE (TYPED OR PRINTED) ON INK) (IF EXECUTED (TYPED OR PRINTED) FOR CO-OWNERSHIP. ALL MUST SIGN ) S Warner Communications Inc. Senior Vice President ( L AND THE OTHER SELLERS NAMED ON E THE SIGNATURE PAGES ATTACHED R HERETO S 01i1/111541-11-q Uy._ p S. C 15887 tr-A to ca 4 sok I \ vr)v)tn SDNY_GM_02757143 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244065 EFTA01328929 t.) VNTr:11;i0 41O 07,7 30 vfltezvo 0£ C Wd OZ 130 Cig 1? 8 Iv 43 119 r44,c, 172 100 fee IW/.1 o r t liplOyi v SONY_GM_02757144 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFM_00244066 EFTA01328930 U 0' 0 0 0 0 0 I--err-4- U 0 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: I. 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 12. Time Life Inc. 13. Wells Fargo Bank Northwest, National Association, as Trustee of the Time Warner Entertainment Company L.P. Trust 1282319.1. SDNY_GM_02757145 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244067 EFTA01328931 U VVIOIP/1” Aj -1!'f!'1•11:10 AirtlY" Pbto 88? 9 IgyIij74)ilvbio 14 O£ £ WH OZ 130 tO' hl rei ti vVd rr,fM 03 ifs aObIV SDITY_GM_02757148 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244068 EFTA01328932 U U- 0 0 0 0 0 uU 0 0 0 0 0 0 4 AIRCRAFT BILL OF SALE • Bell model 430 aircraft, MSN 49078, N74RP TIME WARNER INC. ('{tray OL Tions.t4.riunvic.) 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. TIME WARNER CABLE INC. By: Nam : Spencer B. Hays Title: Senior Vice Preside of and on behalf of each of the above corporations SDNY_GM_02757147 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002 44069 EFTA01328933 Viii0H7M0 A110 Ok 'ON0 13 9 WY h2 130 foR OE C Wd OZ 130 fig Nel-WillEaS1111401 Ha it •,; • ,•• V Yd v‘.2 arird 38n1 SDNY_GM_02757148 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244070 EFTA01328934 0 0 0 0 0, x 49 I- b U 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 . Annaliese Kambour Title: Vice President of and on behalf of each of the above corporations SDNY_GM_02757149 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 0024407I EFTA01328935 •• VIIONV1)10 AJJO nopvimo !:1 ' . *!."."To 12 •8 WU IQ 130 le c bjg OZ 130 Mt as Houtrui-loIu istawyty • • • • • '"11 H • SDNY_GM_02757150 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244072 EFTA01328936 U (3 J 0 0 U 0 0 0 0 0 0 0 4 0 8 AIRCRAFT BILL OF SALE Bell model 430 aircraft, MSN 49078, N74RP . AMERICA ONLINE, INC. By: /g/ 11 17 - Name: pencer B. Hays Title: Vice President O SDNY_GM_02757151 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244073 EFTA01328937 ••• • •::•:7;', sq111 1°IP7)10 ze 9.1,7 9'17Y0 oc C OZ trt2 lieke„ he loo tA„ E'L • 04;7410int, SONY_GM_02757152 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFIA_00244074 EFTA01328938 July IS, 2003 HAND DELIVERED Oup H JUL 15 21113 Federal Aviation Administration Attention: Central Records Re: Request for a Duplicate Certificate Ladies and Gentlemen: Acting on behalf of our clients, AOL Timc 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 Life, 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 52.00 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 ( 05) 235.7785. Very urs, S y D. Hanna Leg I Assistant 031961301402 92.00 07/15/2003 53 SUBJECT T.) rtui I Ct.( IV C l./INUCEN rmnmuntirno /, o, J, SU, J.J, anti 17 EFTA_00244075 EFTA01328939 aii:ovo-rr0 tc2 GS -61Lld SZ 15. vl.Ni!,1.1[1.‘......,,.1,J-.vwj'm .6n SDNY_GM_02757154 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244076 EFTA01328940 FORE/ APPO/E0 0 0 00 0 0 n 7 9 ORS No 212Dala2 VETE° STATES OF AMERICA °MUTANT OF TREMPORVM0N mew. RAMIE AthmeirtheybaWN isthmOitt AIROMAICM.MINO - MST REOISTRARON AFINACCEON CERT ISSUE DATE uNnWinru Seme wcommosos i 24RP Pi AIRCRAFT MANUFACTURER A MODEL 81311 430 AIRORAFT SEMI N. W MY 2 1 2003 AORTA FOR FAA USE ONE/ TYPE Cf REGISTRIRCN ION* one bat O I. liXilvkicial O 2. liwinersivp O 3. COIX/IliOn ±14. CEPOthlit O 5. GOA O EL HP:sal*" NAME OF APPLICANT (NrECNE) snow on galena el Othrionp. N incENNI. AM DP New bst on. IN thelthe Met) • The 2.7 co-owners listed on Addendum No. 1 attached hereto TELEPHONE LUMBER. I ) ADDRESS (Pernmrent sag aches tor Era motel NYC Wafts NV Awe 75 Rockefeller Plaza MEN Row PO. Sew CRY SEMI TV CODE Now York New York 10019-6908 O CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATIFJMONI Read the following stetement Delon signing this application. This pardon MUST be completed. A EINI a thETPANI EnthwthEM tlasion In Res Nthicatha rroy be growth tt thole/wont by we N: et e.w WWI Ns. CS.. Mb ql. Si. IC01) • CERTiry III That to abw sown Cl the Uthal Sures CERTIFICATION throe by the onleocthel McNair, ono is a Oaten ENEWE. onetelloW (Fa wag wet re rows 0 Worthy X a. PECK ONE AS APEMEN/RE- . O ANNAN den with Wen rep snew (Ron IASI a Form I-SSII No. It O A. a.. Wponnon orgaraW rEl itheD baaen ww IRE NO 04 NW N 1510 Woof( Is Weed to pow., wed a the UMW SIAM. Records Cl EIDEE PW we RS. Ci — _ _ _ . . _- (3) TNT the On * we recast anew re law al ley krter coweth aw m net legal *Vow of onto eleiched 0 No Nen WO inn the NOES Anolva Acinriareton. NOTE' It mooned 1 commenine co accocarns most Sign. UFO reyerSe SPO It rgalissaw. TYPE OR PAW NAME BELOW SIGNATURE SKINATLNE TALE DATE 1 g See Addendum No. 2 attached hereto Nagai b a r SIGNATURE TIRE ONE 2003 ii i%; i SGNAWilt ETRE DATE MOTE PEW* NNW el the Cendcee el YON RENS the Winit INN be cons ice • prim MI In awed ID dm. NW; slip. We Pe PIPM cm 0 We eppltalon awl be carEbalin the atom IG Ran 0:601 R0 SZ0NSH 00R &vans Piste Edica 03o9 tei 34, 1, 3 a_s 5, Cl/ /era SDNYGIN02757155 7..-1 TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00244077 EFTA01328941 • VI-10li V180 A it3 v.oiv TAO 93 6 I'M Z. LdU bt'10111.1,111.;.:1148.3114(3:4V 88 SDNY_GM_02757156 :T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00244078 EFTA01328942 0 001000 7 9 2 AIRCRAFT REGISTRATION APPLICATION Bell model 430 aircraft, MSN 49078, N74RP Addendum No. I NAMES OF APPLICANTS: ' 2. America Online, Inc. 3. Turner Broadcasting System, Inc. 4. 5. 6. American Television and Communications Corporation 7. Time Warner Cable Inc. 8. HBO Direct, Inc. 9. Time Warner Cable HoldinuN Inc. 10. II. Little, Brown and Company (Inc.) 12. Book-of-the-Month Club, Inc. 13. WEA Manufacturing Inc. SDNY_GM_02757157 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244079 EFTA01328943 VWOH V1NO A 1.13 VPOI1V1)10 9Z 6 LILI t sad CO. Me HMV diSrIll .I.AVMDmiv VVA HUM 031Id SDNY_GM_02757158 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00244080 EFTA01328944 00 0 0 0 0 0 7 9 3 AIRCRAFT REGISTRATION APPLICATION Bell model 430 aircraft, MSN 49078, N74RP Addendum No. 1. 14. Warner Bros. Records Telephone Number: 15. Ivy Hill Corporation Telephone Number: 16. Atlantic Recording Corporation Telephone Number: 17. Entertainment Weekly, Inc. Telephone Number: 18. Time-Life Inc. Telephone Number: 19. Warner Publisher Services Inc. Telephone Number: 20. Southern Progress Corporation Telephone Number: 21. Warner Music Grou Telephone Number: 22. Warner/Chappell Music, Inc. Telephone Number: 23. New Chappell Inc. Telephone Numbe 24. Warner-Elektra-Atlantic Co ration Telephone Number: 25. Time Inc. Ventures Telephone Number: • 26. Warner Bros. Entertainment Inc. Telephone Number: 27. Home Box Office Inc. Telephone Numb 12247111 2 SDNY_GM_02757159 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244081 EFTA01328945 SDNY GM 02757160 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244082 EFTA01328946 • 0•AcRAFIR2At& , . . APPLICATION Bell model 430 aircraft, MSN 49078, N74RP Addendum No. 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 • TURNER BROADCASTING SYSTEM, INC. By: Name: Spencer B. Hays Title: Senior Vice President oNbnd on behal of each of the above corporations SDNY_GM_02757161 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_00244083 EFTA01328947 SDNY_GM_02757162 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244084 EFTA01328948 ° 3 0 0 0 7 9 5 AIRCRAFT REGISTRATION APPLICATION Bell model 430 aircraft, MSN 49078, N74RP Addendum No. 2 AMERICA ONLINE, INC. By: Name: Spencer li C Hayilli r Title: Vice President SDNY_GM_02757163 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244085 EFTA01328949 SONYGM02757164 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 I EFTA_00244086 EFTA01328950 ,00 0 0 0; 0 7 9 1, 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: Na Annaliese Kambour Title: Vice President of and on behalf of each of the above corporations SDNY_GM_02757165 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244087 EFTA01328951 SDNY_GM_02757166 i SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244088 EFTA01328952 0.0 1 0 0 0 0 7 9 7 AIRCRAFT REGISTRATION APPLICATION Bell model 430 aircraft, MSN 49078, N74RP Addendum No. 2 WARNER BROS. EDYPERTAINMENT INC. By: Name. Spencer B. Hays Title: Senior Vice President SDNY_GM_02757167 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00244089 EFTA01328953 SDNY_GM_02757168 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00244090 EFTA01328954 o a o a oo 7 9 8 AIRCRAFT REGISTRATION APPLICATION Bell model 430 aircraft, MSN 49078, N74RP Addendum No. 2 HOME BOX OFF , INC. By: N e: Spencer B. Hays Title: Senior Vice Presit3ent SDNY_GM_02757169 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 0024409I EFTA01328955 SDNY_GM_02757170 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 I EFTA_00244092 EFTA01328956 0 0 0 0 0 0 0 7 9 9 • .u AIRCRAFT REGISTRATION APPLICATION Bell model 430 aircraft, MSN 49078, N74RP Addendum No. 2 TIME WARNER CABLE INC. By: Na e: Spencer B. Hays Title: Senior Vice Presid SDNY_GM_02757171 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00244093 EFTA01328957 •1$401, v1 .1).0 A DO 1;4: 14'r 6 IiJ t 1IN £0. 9Z ea :., • ••• •- • N: SDNY_GM_02757172 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244094 EFTA01328958 r) 0 In ri 0 0-1"C vv020159 remotion:el reTEDST:iTES OF AMERICA U.S ADMNISTRATIOB F CH O 0 GO 0 3 8 3 AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF S .00+0.V.C. CONVEYANCE THE UNDERSIGNED OVVNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS RECORDED FOLLOWS: UNITED STATES N 74RP REGISTRATION NUMBER AIRCRAFT MANUFACTURER & MODEL 2083 PLAY 21 fill 7 59 Bell 430 AIRCRAFT SERIAL No. 49078 • AD.14'. tit STRAl'ION DOES THIS 36.4-DAY OF MAret. ,2003, HEREBY SELL, GRANT. TRANSFER AND Do Not Writs In Ms Block DELIVER AU. RIGHTS, TITLE, AND INTERESTS FOR FAA USE ONLY IN AND TO SUCH AIRCRAFT UNTO: NAME AND ADDRESS U BF NOMDUALISI. GIVE UST WAIL. FIRST NAME. AND MIDDLE VIDAL R C The (27 co-owners listed on Addendum No. 1 attached hereto H A S E R OGLER CERTIFICATE MNBER MO 0 SI SuCCESORE APO AnveRS TO HAVE NO TO HOW SINGUARLY THE SAC AIRCRAFT FOREVER RHO 114ETHE TITLE THEREGC WRIERANTS IN lE TIVONY WHEREOF ME WINE SET OUR HAMNC SEAL THIS 3%c. PAY OF Manly% , 2O03. NARROW, SELLER SIONATVREIS) TITLE nvnootIntrafin INMHO EncuTED (TKRO ca aNTIIII FOR OLLOARERSHR, ALL •aAT SSW S E L See Addendum No 2 attached I. hereto E R ACKNOWLEDGMENT (NOT REOURED FOR PURPOSES OF FM RECOROMit HOWEVER MAY BE REOUREO BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT } ORIGINAL: TO FAA AC FORM (002(0/92I INSN 0052.0041SCCO)Smenalol EMMA Edam 1220739.1. a".1-deSt- SONY_GM_02757173 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244095 EFTA01328959 V140119 1Y.0 A!10 91:00 V 1NO VHOPVV:11 A113 VW 9'n •1 9Z 6 LAI Z 888 CO. 1AVZIO dr; t 9 tiOILV taSrY.11:1 Sh L WU 8 112I.i I IjA 03114 tld NOLIVYIS:r t t tn t 2.:.!? SDNY_GM_02757174 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244096 EFTA01328960 94 02.03' 09:03 cr ofi 4 DA 6r vy ll al 3 0 0 7 3 4 ND. '790 D01 AIRCRAFT BILL OF SALE , N74RP Bell 430 model G-V aircraft, MSN 49078 Addendum No. 1, NAMES OF PURCHASERS: 1. AOL Time Warner Inc. Telephone Number: 2. America Online, Inc. Telephone Number: 3. Turner Broadcasting System, Inc. Telephone Number: 4. Time Warner Companies, Inc. Telephone Number: 5. Warner Communicatio t ter Telephone Number: ( Corporation 6. American Television and Communications Telephone Number 7. Time Warner Cable I Telephone Number 8. HBO Direct, Inc. Telephone Number: 9. Time Warner Cable Holdings Inc. Telephone Number: militallin • 10. Time Inc Telephone Number: I. Little, Brown and Company (Inc.) Telephone Number: alin 12. Book-of-the-Month Club Inc. Telephone Number: (2 13. WEA Manufacturing Inc. Telephone Numbei 10,J 15, and SUBJECT TO PROTECTIVE ORDER PARAGRAPH S 7, 8, 9, 5717517 SDY_GM_027 EFTA_00244097 EFTA01328961 A .?.??.9"73,0 310 141 g Udycn •., 2 0371,d' SDNY_GM_02757176 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244098 EFTA01328962 1.0.790 DO2 04/02/03 09:03 c5C14.1Dul g ai l 4 ! Car 0 0 3 8 5 AIRCRAFT BILL, OF SALE Bell 430 model G-V aircraft, MSN 49078, N74RP Addendum No. I 14. Warner Bros. Recur Telephone Number: 15. Ivy Hill Corporation Telephone Number: 16. ding C Atlantic Recor a ' Telephone Number: 17. Entertainment VV Telephone Num IS. Time-Life Inc. Telephone Number: 19. Warner Publisher Se Telephone Number: 20. Southern Progress C Telephone Number: 21. Warner Music Grout Telephone Number: 22. Warner/Chappell M Telephone Number: 23. New Chappell Inc. Telephone Number: 24. Warner-Elektra-Atls Telephone Number 25. Time Inc. Ventures Telephone Number 26. Warner Bros. Enter Telephone Number 27. Home Box Office, Telephone Number 2 11:5123.1 SDNY_GM_02757177 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244099 EFTA01328963 _ID 1::0 Sh Z U8 8 &kir() e3noli v;,.. ts:'...?1 1, Gzird° `" SDNY_GM_02757178 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244100 EFTA01328964 0 00 (1 000.-9- 8— B--- 0 0131 r1 00 -3 l b 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 TURNER BROADCASTING SYSTEM, INC. By: Name: Spencer B. Hays Title: Senior Vice President of and on behalf of each of the above corporations SDNY_GM_02757179 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244101 EFTA01328965 1,401).,• 7 V 113 „y 0 p' Sh Idy n ezi 'Jou yr G. 1141 V V z: !.5!=.3e i d., 03 . a3riv SDNYGM 02757180 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00244102 EFTA01328966 0 0 0 ') O 0 0 3 9 U r, 319 000 3 8 7 AIRCRAFT BILL OF SALE Bell model 430 aircraft, MSN 49078, N74RP Addendum No. Z 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: Name: Annalicsc Kambour Title: Vicc President of and on behalf of each of the above corporations SDNY_GM_02757181 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244103 EFTA01328967 9 7-VO 6c7:1 CO• '•1 Q3 7174'4. SDNY_GM02757182 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244104 EFTA01328968 0 r) 0 0-7---9-8,- u 0 1 3^ 0 3 8 8 AIRCRAFT BILL OF SALE Bell model 430 aircraft, MSN 49078, N74RP Addendum No. 2 AMERICA ONLINE, INC. By: Name: Spencer B. Hays Title: Vice President SDNY_GM_02757183 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244I 05 EFTA01328969 • ; • IFIOPV1M0 A113 VW:11'11)10 A it 93 6 IN I HJU CO. Sh 14, •8 7x0 ua NOI1V di'irYiti L'OMIV •1 8111CO. IlVA !W.?. 03113 r).10.13'iyaiv SDNY_GM_02757184 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244106 EFTA01328970 0-_0 Ova 0 0 0 7 7 vv02Q1513 UNITED STATES OF MIERICA US. CEFARTMUG OF IRANSPOITATION FEDERAL WAGON ADIASSTRATICH• AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF S 1.00+0.Y.C. CONVEYANCE THE UNDERSIGNED OWNERS) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS RECORDED FOLLOWS: %apt° tuns REGSTRATION NUMER N 74RP AIRCRAFT MANUFACTURER & MODEL Bell 430 2003 fiY 21 RIB 7 59 AIRCRAFT SERIAL No, FEDERAL AVIATION 49078 ADKiNISTRATION DOES THIS ot — DAY OF , 2003, HEREBY SELL. GRANT, TRANSFER AND Do Not VENN, in TN" Block DELIVER ALL RIGHTS. TITLE. AND INTERESTS FOR FAA USE ONLY IN AND TO SUCH AIRCRAFT UNTO: NAME AND ADDRESS U IF etcomwAuSL ONE LAST NAME, FIRST NAME NO IAIDOLE INTILK R The 24 co-owners listed on Addendum No. 1 attached hereto H A E R DEALER CERTWICATE NUMBER AND 0 THEIR SUCCESORS NCASSIONB TO HAVE MID 10 W/L0 SFIGUIARLY THE SAID NRCRAFT FOREVER. APO WARRANTS TIC TITLE THEREOF. • TESTRACorf FRIERS°, IAE HAVE SET OLAI HAND AND a THIS Stir DAY OF tNIOSE. 2003. NAAK(S) OF SELLER SIGNATUREIM Talc (meow,monta : A. so IF Marra (o.,'o CO P.Wilti roo CO CVOCIMP. Mt MUST 900 S E L See Addendum No 2 attached L hereto E R ACKNOWLEDGMENT (HOT REOUIRED FOR PURPOSES CI FMRECOCIONG. HOWEVER. MAY BE REQUIRED BY LOCAL LAW FORLimit/NY OF THE INSTRUMENT ORIGINAL: TO FAA AC FORM 0050.2 ISN/2)(NSHOSS24:04390201) Ihmowka MINmus EMm inons.t. cv) SDNY_GM_0275718.5 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244107 EFTA01328971 1/1401W1)10 A110 VliCitiV1NO SZ 6 LIU I tIdEl CO. 8E1 ROILY tl IS:01 d if 8081V VIVA C3111 SDNY_GM_02757186 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244 I 08 EFTA01328972 0 0 0 0 0 0 0 7 7 :3 AIRCRAFT BILL OF SALE Bell 430 model G-V aircraft, MSN 49078, N74RP Addendum No. 1 NAMES OF PURCHASERS I. AOL Time Warner Inc. Telephone Number: 2. America Online, Inc Telephone Number: 3. Turner Broadcastin Telephone Number: 4. Time Warner Comp Telephone Number: 5. Warner Communica Telephone Number: 6. American Televisioi Telephone Number: 7. HBO Direct, Inc. Telephone Number: 8. Time Warner Cable Telephone Number: 9. Time Inc. Telephone Number: 10. Little, Brown and C Telephone Number: II. Book-of-the-Month Telephone Number: 12. WEA Manufacturin Telephone Number: SDNY_GM_02757187 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00244109 EFTA01328973 SDNY GM 02757188 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241110 EFTA01328974 0 0 0 0 0 0 0 7 7 9 AIRCRAFT BILL OF SALE Bell 430 model G-V aircraft, MSN 49078, N74RP Addendum No. 1 13. Warner Bros. Records Telephone Number: 14. Ivy Hill Corporation Telephone Number: 15. Atlantic Recording Co Telephone Number: 16. Entertainment Weekly Telephone Number: 17. Time-Life Inc. Telephone Number: 18. Warner Publisher Sery Telephone Number: 19. Southern Progress Co Telephone Number: 20. Warner Music Group I Telephone Number: 21. Warner/Chappell Mus Telephone Number: 22. New Chappell Inc. Telephone Number: 23. Warner-Elektra-Atlant Telephone Number: 24. Time Inc. Ventures Telephone Number: 122807.1 2 SDNY_GM_02757189 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 00244111 EFTA01328975 SDNY_GM_02757190 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244112 EFTA01328976 - 0 0 0 9 0 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 TURNER B • CASTING SYSTEM, INC. By: Spencer B. Hays Title: Senior Vice Presiden I. f and on behalf of each of the above corporations SDNY_GM_02757191 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00244113 EFTA01328977 SDNY_GM_02757192 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00241114 EFTA01328978 0 0 0 0 0 0 0 7 8 1 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: Name: Annaliese Kambour Title: Vice President of and on behalf of each of the above corporations SDNY_GM_02757193 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244I 15 EFTA01328979 SDNY GM 02757194 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 I EFTA_00244 I 16 EFTA01328980 . 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. By: Spencer B. Hays Title: Vice President SDNY_GM_02757195 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244 I I 7 EFTA01328981 SDNYGM02757196 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 I EFTA 00244118 EFTA01328982 ° 0 0 0 0 Q o 7 8 3 AIRCRAFT BILL OF SALE Bell model 430 aircraft, MSN 49078, N74RP Addendum No. 2 LITTLE, BROWN AND COMPANY (INC.) By: Name: Carol Fein Ross Senior Vice President SDNY_GM_02757197 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00244119 EFTA01328983 SDNY GM 02757198 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 0024 I20 EFTA01328984 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 capacity, but solely as Trustee By Name. Brett • ng Title: Vice resident SDNY_GM_02757199 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244121 EFTA01328985 .1 A Ila :.:'•H7l •A0 CZ 6 LIU i Ndy CO. 13 Matll': "?.‘ 23 11) SDNY_GM_02757200 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00244122 EFTA01328986 000000 00 8 54 : x 14 5 3 2 9 GTC Management Services Inc. - .3 75 Rockefeller Plaza New York, NY 10019 (212) 484-7861 Fax (212) 484-7835 CONVEYANCE RECORDED 2002 JUN 12 Rill 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. By: Title: VICO o // 3/D.5 32.78 5 eetf Cy 0 SDNY_GM_02757201 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244 I 23 EFTA01328987 A 1 il; 14.,?Icr il ,) 151x 0 OS Or till co 8dii 00. SDNY_GM_02757202 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241124 EFTA01328988 • CHANGE OF ADDRESS NOTICE Airworthiness GinaCOWS (AD) for a particular make and model of aircraft are mailed to the aircraft owners using the permanent mate address on file with the FM Registry. If you need to change your address. YOU MUST SIGN THIS FORM AND MAIL TO FAA Aircraft Reg',Notion A tensed Certdicate 01 Aircraft Registration will be mailed to you without charge. SIGNATURE REQUIREMENTS MAIL TO: InclIntual Oa meal Sign FAA Aircraft Registry. AFS-750 Pertnermio e pan punter must Or Mike Momently Aeronautical CeMer Co-owner. nth co-owrwr mar sign commune as necessary on an PO Box 25504 awned mew Oklahoma City. OK 73125-0504 Cierarnmmel any amazed penal may YT AIRCRAFT REGISTRATION t atv 7 v Rp SERIALS 07g4-h MARE: EL L.. .!3 "°°61 /3- 4130 ADDRESS CHANGE REQUESTED CANCELLATION OF REGISTRATION REQUESTED NAME OF CERTIFICATE HOLDER A *WK.'? On14/./.7 INC (Check eaphicseis mock sign end dale) Poi- rl Mt: of ARNPA. , / O I. Airman Sold (Purchmers name and Adana) Nc.g4 ' ,'..it itgit cl in I STREET 1965 -5 rin Ira rat, Ave: o I. Akan DetaboyeelMasposd nom koN KosfvI P1\1 I177`1 o 3. emit Exported To: COUNTRY o 4. Dew, Spooky: - USA I (we) nommin cencelletion of reelamition for the above Man SIGNATURE (IN IRAQ " TITLE DATE uritb - 4034 recti 210-o2 so..O Se-frevrCerS CO: Gic M6-wir (bait r&T Ze407- rem ce--nr /eta criiz.. SDNY_GM_02757203 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244 I 25 EFTA01328989 la IQ14011:f1::c?.., A ZS 8 WH LZ t13J Zg. ue2-:011VIIISiOr - SONY_GM_02757204 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244126 EFTA01328990 RAM IPPROVE0 as No. MOM 3 LAIMEAMTES‘EIF MMI/CAEEPARTAINT OF TRANSPORTXTON 11— Meta ARAMs. ADIANSTRATIOWING NOMIONEY AERMANCAL MUM 19 AIRCRAFT REITSTRATON APPLICATOR CERT. ISSUE DATE WIND STATES M 74Rp REGISTRATION NUMBER II NRAFT MANUFACTURER A MODEL Bell 930 IINCRAFr SERIAL NIA DES - 5 11001 49078 FOR FAA USE ONLY TYPE OF REGISTRATION (Check ites rep O 1. InCORIUM O 2. Pannowsup O 3. Corporation 1g 4. COMMIN CI A. OWL O 9. Ion NAME or APPLICANT (PATO) Sawn at *Nacos a camatto II edddaµ cive GO Nene. Gla Rama and Made T 14 ) • The 25 co-owners named on Addendum No. 1 attached hereto TELEPHONE NUMBER:( ) ADDRESS (Proantra mans Mato SW fral Ipplcid ISM manes mo emet 75 Rockefeller Plaza Raw Ray PO. &a: an TICE LP COD= New York New York 10019 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 labs a &Mow promo lo my µColon in tie toplcaDen may be goad, lot putislment by Me arolot incesomett NS. Cob. Tao IS. Sec. ICs? • CERTIFICATION INIE MATEY () uMe atoms anal, Is meted by the wanner wawa wre a • Ginn IMMAGIO liellmatoes) Ththe lInfled Stees. el crof retro MG Me rope el Instep I CRECX OS PS APPROPRIATE: a. O A ne4ent atom wth Pm regioston (Form NIT a Form 1451) No. b. °Aron -amen ormrsocn emanate and Neu burros, under "Al Ion et (stale) and said P)crall Is torPO and R-snany Lyme In Ye Unad Stales Itemids et MMI ban se Rabb Re Popmkin at (2) That the Meat Is rot 0190Oled under the L3 a as/ Med wont/. and (3) That INN evidence a as asap is masa a has been MO MT Ms FeCkNIA awn Arewwwww NOTE: it treaded lot oo-ownonh'p el applicants must sign. Use reverse sde it necessary. TYPE OR PRINT NAME BELOW WGNATURE SIGNCIASE TITLE OAR cL‘ T s- V ,• See Addendum NO. 2 attached hereto j1 PIP I s t E SIGNATURE TIME OAT! So i; tiRz STRATURE Will OAR 6 .‘rt a" NOTE Reving viola' el Os CROON* al ANSI ReteseMco. the Annat may b. operated lot a poled Ad hi awe dr days. wring sewn ass Pr PINK cep/area ariarawn mce be GINN is Fie MGM. It rum 0060-1 (12/90)(0052‘0428-9007) Supessas Milos Mon 0 13 I fitraicll Ør. //4/-0,/ SDNY_GM_02757205 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00244127 EFTA01328991 • ►,0 C 12d hi SDNY GM 02757206 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00244 I 28 EFTA01328992 0 10 0 0 0 0 0 2 9 8 1 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, Inc Telephone Number: 3. Turner Broadcasting Telephone Number: 4. Time Warner Com Telephone Number: 5. Warner Communica Telephone Number: 6. American Televisio •ns Corporation Telephone Number: 7. Time Warner Ente .P. Trust, Wells Fargo Bank Northwest, National Association, Trustee Telephone Number: 8. HBO Direct, Inc. Telephone Number: 9. Time Warner Cable Telephone Number: 10. Time Inc. Telephone Number: II. Little, Brown and Company (Inc.) Telephone Number:M E 12. Book-of-the-Month Telephone Number: SDNYGIvl_02757207 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00244129 EFTA01328993 SDNY_GM_02757208 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244130 EFTA01328994 '0 -0 0 0 0 0 0 2 9 8 2 Het 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 Co Telephone Number: 17. Entertainment Weekly Telephone Number: 18. Time-Life Inc. Telephone Number: 19. Warner Publisher Sery Telephone Number: 20. Southern Progress Co Telephone Number: 21. Warner Music Group Telephone Number: 22. Warner/Chappell Musi Telephone Number: 23. New Chappell Inc. Telephone Number: 24. Warner-Elektra-Atlant Telephone Number: 25. Time Inc. Ventures Telephone Number: 2 SDNYGlvl_02757209 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244131 EFTA01328995 14- !,0 Y:2 hT il::! SDNYGM02757210 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00241132 EFTA01328996 7 4 0 '0 p p 0 0 0 2 9 AIRCRAFT REGISTRATION APPLICATION Bell model 430 aircraft, MSN 49078, N74RP Addendum No. I NAMES OF APPLICANTS: 1. AOL Time Warner Telephone Number: 2. America Online, Inc. Telephone Number: 3. Turner Broadcasting Telephone Number: 4. Time Warner Comp Telephone Number: 5. Warner Communica Telephone Number: 6. American Television nation Telephone Number: 7. Time Warner EntertE t, Wells Fargo Bank Northwest, National Association, 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. Book-of-the-Month Telephone Number: SDNYGIv102757211 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244 I 33 EFTA01328997 SDNYGM02757212 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244 I 34 EFTA01328998 0'0 0 0 0 0 0 2 9 7 5 AIRCRAFT REGISTRATION APPLICATION Bell model 430 aircraft, MSN 49078, N74RP Addendum No. 1 13. WEA Manufacturing Inc. Telephone Number: • 14. Warner Bros. Records Telephone Number: 15. Ivy Hill Corporation Telephone Number: 16. Atlantic Recording Co Telephone Number: 17. Entertainment Weekly Telephone Number: 18. Time-Life Inc. Telephone Number: 19. Warner Publisher Serv. Telephone Number: 20. Southern Progress Cox Telephone Number: 21. Warner Music Group Telephone Number: 22. Warner/Chappell Musi Telephone Number: 23. New Chappell Inc. Telephone Number: 24. Warner-EleIctra-Arland Telephone Number: 25. Time Inc. Ventures Telephone Number: 2 SDNYGIv102757213 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244 I 35 EFTA01328999 I l 1U SDNYGM02757214 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244 I 36 EFTA01329000 '0 0' 0 0 0 0 0 2 9 7 6 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 HILL CORPORATION By: /Cc Name: Spencer B. Hays Title: Senior Vice President of and on behalf of each of the above corporations SDNYGIvl02757215 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244 I 37 EFTA01329001 11-g SDNYGNI02757216 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244 I 38 EFTA01329002 O 0 O5.IlaRATCRS@IS?RAIOZ APPLICATION Bell model '430 aircraft, MSN 49078, N74RP Addendum No. 2 AMERICA ONLINE, INC. TURNER BROADCASTING SYSTEM, INC. By: Name: `Spencer B. Hays Title: Vice President of and on behalf of each of the above corporations SDNYGIvl_02757217 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244 I 39 EFTA01329003 SDNYGM02757218 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244140 EFTA01329004 0 0 0 AgRdD.A.4" FfiG2TaTR848APPLICATION 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: Name: Annaliese Kambour Title: Vice President of and on behalf of each of the above corporations SDNYGlvl_02757219 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244141 EFTA01329005 "-4 SDNYGM02757220 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244 I 42 EFTA01329006 9 7 9 0. 0 0 0 0 0 0 2 n-3 AIRCRAFT REGISTRATION APPLICATION Bell model 430 aircraft, MSN 49078, N74RP Addendum No. 2 LITTLE, BROWN AND COMPANY (INC.) By: (!g_ziteRe-z-lee=2--- Name: Carol Fein Ross Senior Vice President SDNYGIvl_02757221 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244143 EFTA01329007 SDNYGM02757222 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244 I 44 EFTA01329008 . . . 0 0 0 0 0 0 2 9 3 0 0 AIRCRAFT REGISTRATION APPLICATION 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 By: N Brett R. Title: Vice P ident SDNYG1.102757223 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244145 EFTA01329009 C Ud hi EC:1 TO, . _ SDNY_GNI_02757224 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244146 EFTA01329010 FORN APPROVED =ED SATES CF ;NERO 0493 ND 222D0042 US. DEBARMENT CIFMTION supori HAT AterT om Akan MU. trF SXLE 9H not 8 FOR AND IN CONSIDERATION OF S 1SOVC THE UNDERSIGNED °WRENS) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES. lo-H5 CRUISED AS FOLLOWS: UNITED STATES CONVEYANCE REGISTRATION HUNGER NI74RP RECORDED AIRCRAFT MANUEACTER & MODEL Beta AIRCRAFT SERIAL No. 49078 •• EC 5 131911.28 DOES THIS + —DAY OF /Up V. HEREBY SELL 'GRANT. TRANSFER ANO DEUVER ALL RIGHTS. TITLE. AND INTERESTS DERAL AVIATION IN AND TO SUCH AIRCRAFT UNTO: DMIU TReetri ctilar . NAME AND ADDRESS nowswias Ow usT sc. rpmKw" No Lent /IWO CC The 25 co-owners named on Addendum No. 1 attached hereto U cc a. a. DEALER CERTIFICATE tilNeER MD TO their SUCCeSSOrS YDEIRPOSCOMORECIO516AM ASSKI/G To NAVE A/0 TO WILD SOICIUIARLY THE SAO AIRCRAFT FOREVER MO ~PANTS THE TrtLE THEREOF. IN }wagon. BACKE* Ise HEM SET Our KUM ASO SEALING'S-I I - DAY 004 2001. NAME Satan SIGNATURE TILE MEN /00X0AW 0WoboRERNITOI FORCOOmmonALLNIAR so0 See Addend= No. 2 attached hereto SELLER ACKNOWLEDGMENT (NOT •couinco oit •unroses 01 IAA ReCOA00.0.- HOICIV.O. MAY Of IltOLIIAGO OY LOC L LAW FOR VALIDITY Of 1144 INST VA ) ORIGINAL TO FAA eta ari&. 12.12,t. AC Fenn 6C60-2 (WWI (14.41 0362004.29000M SJOHteaes Fle.40,4 Mak SIDNY_GM_02757225 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00244147 EFTA01329011 41!D hO £ ht TO. : .12:y71 SDNY_GM_02757226 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA 00244148 EFTA01329012 6 0 0 0 0 0 0 0 2 9 6 10-13 AIRCRAFT BILL OF SALE Bell model 430 aircraft, MSN 49078, N74RP Addendum No. 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, Wells Fargo Bank Northwest, National Association, Trustee 8. IWO Direct, Inc. 9. Time Warner Cable Holdings Inc. I0. Time Inc. 11. Little, ➢rown and Company (Inc.) 12. Book-of-the-Month Club, Inc. 13. WEA Manufacturing Inc. 14. Warner ➢ros. 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-Elcktra-Atlantic Corporation 25. Time Inc. Ventures 1034077.1. SDNY_ GM _0275722 7 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00244149 EFTA01329013 SDNYGM02757228 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244150 EFTA01329014 0 0 0 0 0 WRCW4 BaLge %ILE Bell model 430 aircraft, MN 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 CO RATION By: Name: Spencer B. Hays Title: Senior Vice President of and on behalf of each of the above corporations SDNY GM 02757229 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00244151 EFTA01329015 to-lo SDNYGNI02757230 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244 I 52 EFTA01329016 ° 0 0 0 OnL2 AIRCRAFT B OF 9gm 0 Bell model 430 aircraft, MSN 49078, 2474RP Addendum No. 2 AMERICA ONLINE, INC. TURNER BROADCASTING SYSTEM, INC. By: it Nam Spencer B. Hays Title: Vice President of and on behalf of each of the above corporations SONYGM02757231 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244153 EFTA01329017 io2g SDNYGM02757232 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00241154 EFTA01329018 gab 0 SOB maelOafffcr r get4SZI 49078, N74RP 10 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: Name: Annaliese Kambour Title: Vice President of and on behalf of each of the above corporations SDNYGM_02757233 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244I 55 EFTA01329019 ID- C9 SDNYGM02757234 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244156 EFTA01329020 0 11110.4kAddendun CaZrat Li=8, NURP No. 2 io- 5 TIME WARNER ENTERTAINMENT COMPANY, L.P. TRUST By: Ray Nowak, Trustee SDNYGM_02757235 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00244157 EFTA01329021 10-4 SDNY_GM_02757236 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244 I 58 EFTA01329022 BD;C. 0 0 bal gOda titMraft, C3IP MSN 49068, N74RP Addendum No. 2 10-3 LITTLE, BROWN AND COMPANY (INC.) By: 61),(,,(/ Name: Carol Fein Ross Senior Vice President SDNYGM_02757237 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244159 EFTA01329023 ID- -2-, SDNY_GM_02757238 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244 I 60 EFTA01329024 0 0 0 0 Ga mer ° 2 9 6 4 BILL OF SALE io- Bell model 430 aircraft, MSN 49068, N74RP Addendum No. 2 TW SERVICE HOLDINGS I, L.P. TRUST Thomas W. McDermott, Trustee SDNYGivl_02757239 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244161 EFTA01329025 50 £ T£. SDNYGM02757240 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244 I 62 EFTA01329026 un co t • 0 0 0 0 0 0 0 2 9 9 3 q - I O Special Registration Number no ASSIGNMENT OF SPECIAL REGISTRATION NUMBERS 73 N 7 4RP O Aircraft Make and mode' USDePorftreal Present Registration Number ellcrapoicnon BELL 470 Federal Avlatkin Serial Number Asettration • 49078 1192150 N 6147% Issue Date: • Si ICAO AIRCRAFT ADDRESS CODE JULY 03. 2001 FOR M74RP = 52370666 flu is your authorey to change the United States registra- 0 tion number on the above deserted aircraft to the special AOL TIME WARNER INC registration number shown. 73 15 ROCKEFELLER PLAZA Carry dupbcate of this fcen In the aircraft together with the rn NEN YORK NY 10019 cM registration certificate as interim authority to operate the AMERICA ONLINE INC aircraft panting recejot of revised certificate or registration. 73 I Obtain a revised certificate of ainvorthaness from your near- JURNER BROADCASTING SYSTEM.INC est Fight Standards District Orrice. ;rime HARMER COMPANIES INC stvilO The latest FM Form 81304, Application ET—AL For Airworthiness on ale is dated: 73 astntlak Ov- APRIL 26, 2001 The airworthiness classification and category: • t0t STD TR ANS P, 73 INSTRUCTIONS: no SIGN ANO RETURN THE ORIGINAL of this form to the Civil Aviation Registry, AFS-75 , within 5 days after the special registration number is un affixed on the aircraft. A revised certificate will then be issued. This authority is valid fo 90 days from the issue date. As The authority to use the special numbePrpires: . JULY 0.3s 200 2 . **4 0w CERTIFICATION: I certify th especial registration number was placed on the RETURN FORM TO: )3 t, aircraft described above. Civil Aviation Registry, AFS-750 kto ,G2 P.O. Box 25504 - Anature of Owner. ,....--1._ Ki \ Oklahoma City, Ottlahcfna 73125-0504 Title of Owner ,, - P ..-.2.Alor V t OZ.- R-e.STckcrat A ? L livv.tui42,O4,- SAL. Date Placed on Aircraft cn Sept • all loot : AC Form 806044 (6t86) Supersedes Previous Edition 0) £91ttZ00-VJA3 EFTA01329027 11 HI 3 04 1 L, • • SDNY_GM_02757242 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00244164 EFTA01329028 FAA Aircraft Registry Oklahoma City, Oklahoma Attention: Central Records Section 17 Jut. 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. Kelso"send the AC Form 8050-64 to us in the Public Documents Room. 4O- ' PRESTON G. CADDIS II For the Firm PGG/ch Enclosure cc: Ms. Tai C. Terry (via telecopy) Mr. Jay Mesinger (via telecopy) 931153.1. SDNYGlvl_02757243 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00244165 EFTA01329029 • • VWOHV1N0 Alla VI-WHY -IN° hq 3 Lid 93 nnr TO. t40117 819193111e1.13= V VA HIV!. 0311J SDNY_Givl_02757244 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00244166 EFTA01329030 • FORM APPROVED 0 0. . . MATEO SIAM OP PASO cepARTMENT OP I TAANSPORTATON AMMON ADIRESIRMICMINCENONIONST AGICMGMEAL alma i °Al AIRCRAFT REGISTRATION APPLICATION CERT. ISSUE DATE UNITED STATEN REGPITRATICTI NUMBER Pi 6147X AIRCRAFT MANUFACRIRER a NODES Sell 430 AIRCRAFT SEOUL No. 14K JUN 0 6 2001 49078 FOR FAA USE ONLY TYPE OP REGGIRATION (Check as Lm) 0 T. 106Gdual OE- PaGNAGNO 0 a Cglagragonb 4. COOmar 0 s. coo. 0 a caoNa..CunN NAVE OF APPLE.ANT (Porsa(A) sham an ma'am of evamOtp. If IntaNduat am ni nom, Tea norm an, ralea• MIA) all See names of co-owners on Addendum No. 1 attached hereto TELEPHONE WARR I ) =NESS (Pemoncet maim atm. Ice fret %GANG TONG Naas dad Moog 75 Rockefeller Plaza Rural Raffle: PD. Bac CITY STATE ZIP COOS New York New York 10019 0 CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTIONI Read tho following statement before signing this application. This portion MUST be completed. A TAM a ashcan maw ID FFI gooRon m Vas lattai601 pry to 9104/%0 4% Pathfrefil to fro vary tactlitantOn OAS. Coto The M. Sm. MON CERTIFICATION • (I) TIM Ths Goa Sinn, N ~on IN M. snsMIAGG MOOG who b • armee ackare exprallawl «M Woad Stake. (For mall MA gem roma of halos L or CHECK ONE AS APPROPRIATE a 0 A ronclea a1 wah eilm regnarion (Form MEI or Form 1-561) No. b. 0 Ammo/Sim osrporalon anted oil Fang Smarm mean the laws of (sls.) and saki Goan Is bead and VMS& osed In the Limas Steen. Records o Gans am raMble lot InsPeaan et (2) Thar Ito alma S not ilalonal iota Ma Istes ft aery ICetir comity and (3) ITO legal •AdroaoloaomiNp a gambol a has tam fad lab Ms PMeral Anshan Adokisfroloo. NOTE: ll executed for CO-OwIlarship all apalcEnL9 mug( ergo. Use MONO Ode it "CeSWY TYPE OR PRINT NAME BELOW SIGNATURE =MT GE TIRE DATE sli Signatures of co-ownen are on Addendum No. :-.5-3....0 1 $ 3 sromnote "L" Chta hes6I-0 imm WEE ill r SIGNATURE TULE DOTE 6 NOTE PanYog Sala of OM OMIkal• of Mara R•Ourafine M Moak may to apmals0 Ice • pilot Oa a Goma 90 dohs audio Mtn Too M PM oGy et this aoaloagan ms 50 MGM In SO Oast AC Fun 8050-1 (0352-00404007)Smemedes Radom &Eke 40142.3 / 6 / 5/ 34/ SDW_GM_02757245 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00244167 EFTA01329031 • • Vt40101 A0 A.1.10 VS10111,110 hi OT Lig & lahla°4 031W SDNY_GM_02757246 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00244168 EFTA01329032 0 00 0 0 0 0 0 4 4 6 19 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, Telephone Numbe Turner Broadcast' • 3 Telephone Numbe 4. Time Warner Corn Telephone Numbe 5. Warner Communic Telephone Number 6. American Televisi poration Telephone Number 7. Time Warner Ente ast, 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 Telephone Number 12. TW Service Holdings I, L.P. Trust, Thomas W. McDermott, Trustee Telephone Number: 13. Book-of-the-Month C Telephone Number: •14,15-1.— 451 SDNY_GM_02757247 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00244169 EFTA01329033 • • V 1.1014V 1)10 A110v tlouti 110 i0. Id 01 IIU C aa-tu SDNY_GM_02757248 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244170 EFTA01329034 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 Inc. Telephone Number: 15. Warner Bros. Record, Telephone Number: 16. Ivy Hill Corporation Telephone Number: 17. Atlantic Recording Ci • Telephone Number: 18. Entertainment Weal: Telephone Number: 19. Time-Life Inc. Telephone Number: 20. Warner Publisher Ser Telephone Number: 21. Southern Progress Co Telephone Number: • 22. Warner Music Group Telephone Number: 23. Warner/Chappell Mw Telephone Number: 24. New Chappell Inc. Telephone Number: 25. Warner-Elektra-Atlani Telephone Number: 26. Time Inc. Ventures Telephone Number: 2 SDNY_GM_02757249 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244171 EFTA01329035 • • VHOHViN0 A113r.-!n"t•no hI OT Wd £ Alikl TO. V VJ H.L1M 03112 SDNY_GM_02757250 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244172 EFTA01329036 0 0 0 0 0 0 0 0 4 4 8 /-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 DIRECT, IN By: Name. Spencer B. Hays Title: Senior Vice President of and on behalf of each of the above corporations yr SDNY_GM_02757251 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244173 EFTA01329037 • • • VI-IOW/1M° A110 ,'1, 0', 11X0 hi OT Wd C AUW II). J5IV SDNY_GM_02757252 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00241174 EFTA01329038 0 0 0 0 0 0 0 0 4 4 9 '7 —13 Addendum No. 2 to Aircraft Registration Application for Bell model 430 aircraft, MSN 49078, N6147X Aignatures of co-owners: AMERICA ONLINE, INC. TURNER BROADCASTING SYSTEM, INC. TIME WARNER CABLE HOLDINGS INC. IVY HILL CORPORATION By: Name. Spencer B. Ha Title: Vice President of and on behalf of each of the above corporations SDNY_GM_02.757253 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244 I 75 EFTA01329039 • • Vt4014V1NO A !IS YMON':- 1)10 hT OT 1,19 £ hBlil TO. V VA lillhl 3311A SDNY_GM_02757254 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244176 EFTA01329040 5 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: e: Spencer B. Ha Title: Senior Vice President TIME WARNER ENTERTAINMENT COMPANY, L.P. TRUST By: Ray Nowak, Trustee TW SERVICE HOLDINGS I, L.P. TRUST By: Thomas W. McDermott, Trustee SDNY_GM_02757255 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00244177 EFTA01329041 7-►0 • • V140HV1X0 A1' VWOH*11)I0 hT OT LIU £ AUIJ TO. V VJ H11Gi 0311i SDNY_GM_02757256 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244178 EFTA01329042 4 5 1 0 0 0 0 0 0 0 0 '7-i Addendum No. 2 to Aircraft Registration Application for Bell model 430 aircraft, NSN 49078, N6147X Signatures of co-owners: TIME WARNER COMPANIES, INC. By: Name: Title: TIME WARNER ENTERTAINMENT COMPANY, L.P. TRUST By: Ray Nowak, Trustee TW SERVICE HOLDINGS I, L.P. TRUST By: Thomas W. McDermott, Trustee SDNYGM02.757257 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF-EA_00244I79 EFTA01329043 71. • • VIJOHV1U0 A 110 V440!”;1'80 hi OT IJd C 4111,1TO. V VA HIM Cri11A SDNY_GM_02757258 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0024411 80 EFTA01329044 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, 86147X Signatures of co-owners: TIME WARNER COMPANIES, INC. By: Name: Title: TIME WARNER ENTERTAINMENT COMPANY, L.P. TRUST By: Ray Nowak, Trustee TW SERVICE HOLDINGS I, L.P. TRUST omas W. McDermott, Trustee SDNYGNL02757259 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00244181 EFTA01329045 • • VI4OHV1X0 All3 VP01.1"/ 1:13 hT OT Wd C TO, V SDNY_GM_02757260 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244182 EFTA01329046 0 0 0 0 0 0 0 0 4 S 3 7-5 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 By: ame: "Len Mitchell Title: Vice President of and on behalf of each of the above corporations • -6- SDNY_GM_02757261 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244 I 83 EFTA01329047 • • VHOHV1X0 Al/0 7!4C:4t11."40 hi OT WO £ AYW to, V V.1 Klint SDNY_GM_02757262 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244184 EFTA01329048 0 0 0 00 0 0 0 4 5 4 7-3 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: Carol Fein Ross Senior Vice President SDNY_GM_02757263 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00244185 EFTA01329049 r7-A • • 1/1-10HV1Y0 A113 ‘7.-:, P-!'! hT OT Wti £ AUIJ M. VVA SDNY_GM_02757264 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244186 EFTA01329050 0 0 0 0 0 0 0 0 4 5 5 '7-1 Addendum No. 2 to Aircraft Registration Application for Bell model aircraft, MSN 49068, 06147X Signatures of co-owners: NEW CHAP ELL INC. By: Name: David H. Johnson Title: Vice President 4- SDNY_GM_02757265 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA (X)244187 EFTA01329051 • • VI-10H171)10 All3 VI-70147 1Y.0 hI OT £ AUG) TO, V V4 tiz Uzi .• SDNY_GM_02757266 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00244188 EFTA01329052 • • — — — — A ' a Do not write milli% Nock - - for FAA use only. a BILL OF SALE ' MICROFILM CODE For and in consideration of S 10.00 & O.V.C. the undersigned owner(s) of the fill legal IC IC and beneficial title of the aircraft described as follows: AIRCRAFT MAKE AND MODEL BELL 430 HK021519 MANUFACTURER'S SERIAL NUMBER NecnoNALrri. AND REGISTRATION MARIN 49078 US N6I47X . CONVE..', NCE does this ret day of 2001, hereby sell, giant, transfer and RECORDED deliver all rights, title, and interests in a d such aircraft unto: NAME AND ADDRESS P (If Indivklual(s). sive last nxno, and middle Initial) 2011 JUN 6 MI 1 46 U R See the Addendum attached hereto for the ADW,I4ISTRATI0N names of the 26 co-owners. 9 A S E R successors and to ITS Ihblitimpattallattatita8, 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 ON INC. a BY (Sign in Ink) k 1O AA,10 I. Of executed for co-ownership, all mug sign) TITLE R. D. MALDONADO, MANAGER , CREDIT AND FINANCE (If signed for a corpoittloo, partnuship, or non) 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) le.SX My Commission Expires a2 crick ,7612/ Notary Public Y . lc V.A. SELLERS Notary Public • , STATEOF TEXAS * My Comm EN/ 07/22/01 etici—ey•km SDNY_GM_02757267 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002441189 EFTA01329053 • • _ • • VHONV1M0 A 119 VWv.rimo hT OT WU £ AUW TO. 1.7 VA Hilhk SDNY_GM_02757268 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00244190 EFTA01329054 0 0 0 0 0 0 0 0 4 4 4 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 11, L.P. Thin, 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-Elate-Atlantic Corporation 26. Time Inc. Ventures SDNY_GM_02757269 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00244191 EFTA01329055 • • VHOHVIMO A113 hT OT Wd £ HU TO, v'ilJHum 031I'd." SDNY_GM_02757270 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244192 EFTA01329056 MIA APPROVED MO NA =COO - oAraVittitraw---m....-4--'..— 5- J • AIRCRAFT REGISTRATION APVITCATON CERT ISSUE DATE UNDER STATES M REGISTRATIO1 NOMA II 61471 AIRCRAFT IIANUFACTIAIER A MODEL AVIA. inn T APR 2.0 2001 AIRCRAFT SERIAL No. 49078 FOR FAA USE ONLY TYPE OF AMSTRAD:el (ENO OOP TO) ID I. Incise/ea 02Pa:ems* In Capcsation 0 4. CO•ormar 0 S Gott 0 Il.t a Cl2N4 wggwaPl NAME OF APPUCANT (Pews(.) elan on redone* ol omoceN. • WOO* OM bst loot kit nom. sod WON Man BELL HELICOPTER TEXTRON INC. 0 TELEPHONE HUMBER: ( R17) ig()-8411 ADDRESS (Anon nuilno Aldo, Ice Sits spOsot NOM — N Onset Ras Acute P.O. ••• 482 CITY STATE LP COX PORT WORTH TX 76101 El CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS AITENTIONI Read the following statement before signing this application. This portlon MUST be completed. A taw or Ogonol woo b any gotten in this oplisseco may W gesols lot orishoni by Ins and for nonsomen 4 Cols. Mb 1e. Sec. 10)11. CERTIFICATION AWE CERTIFY (1) Tel the show roan is owned by the sederesecel gOcanl woo is a awn encodes covoraseue O Ea Waal Sense. Ito Ki6s) trust gee name Of tines A en CHECK OW AS APPROPRIATE: • 0 A oldeni deo Att. Oen Reetralon (Tam 1451 anon 1451) N0 le ci et modem capteston mental and lopes bednoss odor the as ol IRO) end said oboe b bawd and Owe; Wed et the UAW Sten Floods or 1101 Ion ire evaAslis a InsocSon le (2) That Be Octal is roe sodsbod tad ea laws 1 11 of OHL oray: ON (5) That IeLl <One of 0aittnh b rectos or has been Sod oos es. Fa m, Mateo ASseStsressn. NOTE: If condo' Ex O11nownensOP as APFAIGURS must PALI Use rowese 54e if necessary. TYPE OR PRINT NA/AE BELOW SIGNATURE SIGNATURE Trill cam x cla usit if.,t_ u s_i_ EACH PART OF THIS 04-20-01 SIGNATURE ‘.....0 17511 DATE APPLICATION MUST DE SHINED IN FK. SIGNATURE TUTU DATE NOTE Preg - Of the COLSON el Mat stestannon. to roan nay to optrooe Oa poled eel In =Oft of 0) aye. Sop Abell erne tho PINK copy of orb armours, rriss be cats b the Oust AC Form 8050-1 02/90) (005240428-9007) Supersedes Ftevas Elton SONY_GM_02757271 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00244193 EFTA01329057 • • SONY GM 02757272 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00244194 EFTA01329058 1-1-1 • - -• . • 0 0 0 0 0 0 0 0 6 3 9 2A283389 - BILL OF SALE Cla ex xtto in the block *FANCOTimonit C 0i: '.":".. .7.:!CE For and in consideration of $10+, the undersigned owner(s) of the full pE082074FICOLLSCODS legal and beneficial title of the aircraft described as follows: x x Aircraft Make and Model ' VI nrR 20 FF1 3 05 BELL 430 :DEP, ‘ I. ' 'ON Manufacturer's Serial Number Nationality and Registration Marks -- . 1.9 $ i I-LAI ION 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 U R Bell Helicopter Textron Inc., • C H A S E OM 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 SET MY HAND AND SEAL. THIS 17TH DAY OF APRIL . 2001 NAME OF SEL ER: L ELICOPTER TEXTRON, A DIVISION OF TEXTRON CANADA LIMITED BY: / F. CHAGNON TITLE: VIC P ESIDENT - ADMINISTRATION 4 4 J C‘ 01110212003 S5.00 04/20/2001 SDNYGlvl02757273 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244 I 95 EFTA01329059 SDNY_GM_02757274 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244196 EFTA01329060 04/20/2001 OB:07 6139901007 ACM' REG & LEASING PAGE 01/01 Transport Canada Transports Canada <ILK /6300 T APR 20 2001 •3-1 20161 PRIOR RECORD N 67 / 47K ' Internet: http://www.tc.gc.ca/aviation/general/ceer REMS.TATIL drAr /17 6 547K. cs/index.htrn Ft.-totser —6) 1 April 20, 2001 50084-12 18 APR 20 2001 FEDERAL' AVIATION ADMINISTRATION AIRCRAFT REGISTRATION BRANCH (AFS-750) OKLAHOMA CITY OK 73126 1-405-954-3548 (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 CANADA LTD. MODEL: 430 SERIAL NUMBER: 49078 fol., Louise J. Knox Acting Chief Aircraft Registration and Leasing INFOCOPY TO: CHRISTINE SAVOIE ADMINISTRATOR, AIRCRAFT CERTIFICATION 04/20/2001 FRI 07:10 (TIE/RE NO 79271 g)001 SDNYGNU2757275 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244 I 97 EFTA01329061 3 ASS` OZBay t.4vie!cli llj hk (13 SDNY_GM_02757278 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244 I 98 EFTA01329062 i4/18/2001 08:28 450-437-2848 GUALITY ASSIJRANIE PA el/Biel PAGE . • 84/28/2881 88:09 0 512,99070 0 0 0 0 AT FfE4s ±FASING . . 144 T=rt e a -I Internet : http:/Avv.mr.tc.gc.ca/aviationigeneraVccaros/index.htm Fge-@m> Apni 20 2001 500a-A,2 URGENT AARRC 2001-0282NR This confirms that the following aircraft has never been entered on die Canadian Civil Aircraft Register. MANUFACTURER: BELL HELICOPTER DIVISION TEXTRON CANADA LTD. MODEL: • 430 SERIAL NUMBER:. aeon fcp.., Louise J. Knox --ec— *A' Acting Chief Aircraft Registration and Leasing INFOOOPY TO: CHRISTINE SAVOIE ADMINISTRATOR, AIRCRAFT CERTIFICATION TEXTRON CANADA LTD. 1-460437-2848 Canada SDNYGNU2757277 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244 I 99 EFTA01329063 SDNY_GM_02757278 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 0024420() EFTA01329064 0 0 0 0 0 0 0 I 8 0 Bell Helicopter TEXTRON DESCRIPTION OF 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) IaLsz Sc of, (Signature) Manazer (Title) State) TEXAS County) TARRANT Before me, a Notary Public, in and for the above state and County personally appeared Diane IS 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. t!nt, ) K. KAY WILLETT , . Notary Putt. State of Texas 4. ,.•• fsty Commission Spires ' ,if - November 20, 2004 (Notary Public My Commission Expires: `-$44,Lea/Asy go, 0)-woof‘ SDNYGlvl_02757279 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 0024420I EFTA01329065 - n o , irD149nnn 93 ZI ILIci TT ticid TO, V VZ:7 Aa;a SONY_GM_02752280 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00244202 EFTA01329066