OMB Control Number 2120-0729 Expires 04/30/17 Paperwork Reduction Act Statement: The information collected on this form is necessary to maintain aircraft registration, We estimate that it will take approximately 30 minutes to complete the form. Please note that an agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless # displays a valid OMB control number. Form Approved, OMB No. 2120-0729 “Comments concerning the accuracy of this burden and suggestions for reducing the burden should be directed to the FAA at: 800 Independence Avenue SW, Washington, DC 20591. ATTN: information Collection Clearance Officer, AES-200." DEPARTMENT OF TRANSPORTATION - FEDERAL AVIATION ADMINISTRATION AIRCRAFT REGISTRATION RENEWAL APPLICATION MANUFACTURER MODEL FAILURE TO RENEW REGISTRATION WILL RESULT IN CANCELLATION OF REGISTRATION AND REGISTRATION NUMBER ASSIGNMENT (See 14 C.F.R. §§ 47.15(i), 47.40 and 47.41) AIRCRAFT REGISTRATION NUMBER SERIAL NUMBER N 331JE 49078 BELL 430 DATE OF ISSUANCE DATE OF EXPIRATION TYPE OF REGISTRATION 09/06/2013 09/30/2019 CORPORATION ENTER REGISTERED OWNER(S) & ADDRESS FROM FAA FILE (Owner 1) HYPERION AIR LLC (Owner 2) Note: Enter any additional owner names on page two. (Address) (Address) City STTHOMAS Country _VIRGIN ISLANDS USA State Vi__ Zip 00802-1348 Physical Address: Required when mailing address is a P.O. Box or mail drop. (Address) (Address) city _ State Country TO RENEW REGISTRATION: REVIEW aircraft registration information, SELECT the appropriate statement, ENTER any change in address in the spaces below, SIGN, DATE, & SEND _ form with the $5 renewal fee to the: FAA Aircraft Registry, PO Box 25504, Oklahoma City OK 73125-0504, or by courier to: 6425 S Denning Rm 118, Oklahoma City OK 73169-6937 —— Zp 1 (WE) CERTIFY, THE NAME(S) AND ADDRESSES FROM THE FAA FILES FOR THE OWNER(S) OF THIS AIRCRAFT ARE CORRECT, OWNERSHIP MEETS CITIZENSHIP REQUIREMENTS OF 14 CFR §47.3, AIRCRAFT IS NOT REGISTERED UNDER THE LAWS OF ANY FOREIGN COUNTRY [_] uPDATE THE MAILING / PHYSICAL ADDRESS AS SHOWN BELOW. 1 (WE) CERTIFY THE: NAME(S) SHOWN ABOVE FOR THE OWNER(S) OF THIS AIRCRAFT IS CORRECT, OWNERSHIP MEETS THE CITIZENSHIP REQUIREMENTS OF 14 CFR §47.3, AIRCRAFT IS NOT REGISTERED UNDER THE LAWS OF ANY FOREIGN COUNTRY NEW MAILING ADDRESS NEW PHYSICAL ADDRESS: complete if physical address has changed, or the new mailing address is a PO Box or Mail Drop. SIGNATURE OF OWNER 1 (required field) Electronically Certified by Registered Owners HELPFUL INFORMATION Review Aircraft Registration File Information for this aircraft at: http://registry.faa.qov/aircraftinquiry. Assistance may be obtained at our web page: hittp://reqistry.faa.gov/renewregistration, 2) eho (iy by telephone at: When mailing fees, please use a check or money order made payable to the Federal Aviation Administration. Signature and Title Requirements for Common Registration Types: ~ Individual owner must sign, title would be “owner”. - Partnership general partner signs showing “general partner" as title. ~ Corporation corporate officer or manager signs, showing full title. ~ Limited Liability Co authorized member, manager, or officer identified in the LLC organization document signs, showing full title. - Co-owner each co-owner must sign; showing “co-owner” as title. - Government authorized person must sign and show their full title. Note: All signatures must be in ink, or other permanent media. To correct entries: Draw a single line through error. Make correct entry in remaining space, or complete the form on-line. An application form will be rejected if any entry is covered by correction tape or similarly obscured. TO CANCEL THE REGISTRATION FOR THIS AIRCRAFT: CHECK All applicable block(s) below, COMPLETE, SIGN, DATE & MAIL this form with any fees to the: FAA Aircraft Registry, PO Box 25504, Oklahoma City, OK, 73125-0504, or by courier to: 6425 S Denning Rm. 118, Oklahoma City OK 73169-6937 CANCELLATION OF REGISTRATION IS REQUESTED. [_] THE AIRCRAFT WAS SOLD TO: (Show purchaser's name and address.) THE AIRCRAFT IS DESTROYED OR SCRAPPED. THE AIRCRAFT WAS EXPORTED TO: OTHER, Specify PLEASE RESERVE N-NUMBER IN THE OWNER'S NAME AND ADDRESS. The $10 reservation fee is enclosed. PRINTED NAME OF SIGNER (required field) | TITLE (required field) | DATE 4/13/2016 oo a Use page 2 for additional signatures. AC Form 8050-1B (04/12) Fee paid: $5 (201604131624324776NB) EFTA00151853

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EFTA00151854

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OMB Control Number 2120-0729 Expires 04/30/17 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. — a ae Aa Ml ee Sea La ee See a ae NAME OF OWNER ae fa Me CC ge SCS CC pe Soe la See ee See ee a AC Form 8050-1B (04/12) REF N-NUM: 331JE EFTA00151855

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EFTA00151856

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Q U.S. Department Flight Standards Service of Transportation Aircraft Registration Branch, AFS-750 Federal Aviation Administration Date of Issue: September 9, 2013 HYPERION AIR LLC ST THOMAS, VI VI 00802-1348 ATTENTION: HYPERION AIR LLC, MANAGER Oklahoma City, Oklahoma 73125-0504 WEB Address: http://registry.faa.gov 1136229 This facsimile must be carried in the Aircraft as a Temporary Certificate of Registration for N331JE BELL 430 Serial 49078 and is valid until Oct 09, 2013 This is not an airworthiness certificate. For airworthiness information, contact the nearest Federal Aviation Administration Flight Standards District Office for Manager, FAA Aircraft Registry, AFS-750 Federal Aviation Administration AFS-750-F AX-4 (03/10) EFTA00151857

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EFTA00151858

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pene en dust DECLARATION €Lloz/eo/des ss peidesc9y INTERNATIONAL OPERATIONS ae N33IDE ‘The undersigned owner of aireraft N 3336 , Manefacturer _ Beit b tl (l model 330 ADO. _Seriol Number 4076 _bf omg declares that this sireraft is scheduled to make an inleerutional Right? on 9402043 A: ‘i ( Vi : 2s flghs Number Private 331 _— departing Si Teves USVI TST sot Thomas 1. with a destinarin of | St Barijcstemy (St Oats) Fier Baits) Freres. * THEI _S. BH , {eg To sad (Yop) paters - (sjaxid 9C6| x Z6SZ ‘ASew NAdf) af 1-Or04d sft eaied oe tegen two points in ths unieed Seaigs Hvohies tr smeee etal wesc jexdet Commenss below, * “partly over Canada ne aly in evenreti wat ped, . Expedited registration in support of tis international fligh: is requested this Sih day of Seotembar 20,49," with knowledge that “Whoever, in any matter within the jurisdiction of the exeeviive branch of the + ,Government ofthe. United States, knowingly’and witlfully makes or uses day: * false writing ot document knowing the same Wo cuntain any materially false, fictitious o¢ fraudulent simemeni of representation shall be fined under Title % » Uniied "States Code or imprisoned nat more _ 5 years. or both, 18 GS. ce $1001 (a). ‘ eine of Owner am : ion Aare : Stapatuce Typed Naine and Title oF Sign "Manager Coiments: Daf 1-o104d day /|~STVDOV/4980/ 1 ~JINNDOG/:9///:219 CAR EFTA00151859

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ae VWNOHVINO ALIS VAOHV1NO Sh 6 WH 6 d3S E102 YG ROILVYLSIS3SY LAVYOUIV VV4 HLIM 3114 EFTA00151860

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FORM APPROVED OMB No. 2120-0042 UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION-MIKE MONRONEY AERONAUTICAL CENTER AIRCRAFT REGISTRATION APPLICATION CERT: ISSUE DATE AIRC! MANUFA\ wy SC AIRCRAFT SERIAL No. L}qQ Oo 7 gz FOR FAA USE ONLY TYPE OF REGISTRATION (Ch 2 One ) + Nin kaa! -_Sil. Co an (Corpor! (2) 1. individual © 2. Partnership ba] bility ORs TE a (- 8. Non-Citizen Corporation © 9. Non-Citizen Corporation Co-Owner ° NAME OR APPLICANT (Person(s) shown on evidence of ownership. If individual, give last name, first name, and middle initial.) @ WYPERION AIK, Cc 90/dag yD pajdesoy TELEPHONE NUMBER: ( ADDRESS (Permaneg g ate ia B 5 5 al 9 S must also be shown.) Number and street: Rural Route: STATE SN oO CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Read the following statement before signing this application. This portion MUST be completed. A false or dishonest answer to any question in this application may be grounds for punishment by fine and/or imprisonment (U.S. Code, Title 18, Sec. 1001). CERTIFICATION WE CERTIFY: (1) That the above aircraft is owned by the undersigned applicant, who is a citizen (including corporations) of the United States. (For voting trust, give name of trustee: ). or: a. (1) Aresident alien, with alien registration (Form 1-151 or Form 1-551) No. b. (1 A non-citizen corporation organized and doing business under the laws of (state) and sald aircraft is based and primarily used in the United States. Records or flight hours are available for inspection at — (2) That the aircraft is not registered under the laws of any foreign country; and (3) That legal evidence of ownership is attached or has been filed with the Federal Aviation Administration. NOTE: If executed for co-ownership all applicants must sign. Use reverse side if necessary. as CY TYPE OR PRINT NAME BELOW’SIGNATUR SIGNATURE SIGNATURE EACH PART OF THIS APPLICATION MUST BE SIGNED IN INK, istration, the aircraft may be operated for a period not in excess of 90 ipplicatioh, must be carried in the aircraft. EFTA00151861

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VNOHV Ive ALIS VNOHVINO 6E-2 “We ET ony ele ¥S N@lLVYULSIO3Y Liyyouly os: WWS HLM G34 ,. ‘ ; . 7 ats et VWOHVINe ALID VNOHV INO 6€ £ We ET On Enz EFTA00151862

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UNITED STATES OF AMERICA U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF § 1&O0VC THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N331 JE Privcrat4 Nienitucurer ¢ Mo Beil +30 AIRCRAFT SERIAL NUMBER 49078 DOES THIS DAY OF AUGUST, 2013, HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: VWV4 WY ZE LE ©LOZ/90/deS PEePsooeY SoOUBABAUCD OFZOLOMD NAME AND ADDRESS (IF INDIVIDUAL(S), GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL) HYPERION AIR, LLC ee St. Thomas, USVI 00802 PURCHASER DEALER CERTIFICATE NUMBER AND TO ITS SUCCESSORS *MB-ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF WE HAVESET OUR HAND AND SEAL THIS \z™ DAY OF AUGUST, 2013. NAME(S) OF SELLER SIGNATURE(S) TITLE (TYPED OR PRINTED) (IN INK) (IF EXECUTED FOR CO- (TYPED OR PRINTED) OWNERSHIP, ALL MUST SIGN.) HYPERION AIR, INC. Vice President ACKNOWLEDGMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER, MAY BE REQUIRED BY LOCAL LAW-ROR:VALIDITY OF THE INSTRUMENT.) ee Or 132250304062 $5.00 03/13/2013 ORIGINAL: TO FAA AC FORM 8050-2 (9/92) (NSN 0052-00-629-0003) SUPERSEDES PREVIOUS EDITION EFTA00151863

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VNOHV INO ALID VHOHV INO 6€ 2 WY ET ONY ue UG HOlLvUlsiogy Livuouly VV¥4 HLIM 03713 ~~ EFTA00151864

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Q 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 WILMINGTON, DE = 19803-3742 Level DDadeabeabsDDaccneDoeeEbelecelabasdeedelDelecadecelalel HAND DELIVERED TO IATS IN THE PD ROOM Oklahoma City, Oklahoma 73125-0504 WEB Address: http://registry.faa.gov 1124248 This facsimile must be carried in the Aircraft as a Temporary Certificate of Registration for N331JE BELL 430 Serial 49078 and is valid until Jul 28, 2012 This is not an airworthiness certificate. For airworthiness information, contact the nearest Federal Aviation Administration Flight Standards District Office for Manager, FAA Aircraft Registry, AFS-750 Federal Aviation Administration AFS-750-F AX-4 (03/10) EFTA00151865

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EFTA00151866

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DECLARATION of INTERNATIONAL OPERATIONS zLoz/ez/unr OS peidesoy 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, U.S.V.I. TIST/STT . (City/Country) *[If required route between two points in the United States involves international navigation, explain under Comments below, e.g. “partly over Canada” or “partly in international airspace”. | Expedited registration in support of this intemational flight is requested this 2nd day of July 2012 with knowledge that: Whoever, in any matter within the jurisdiction of the executive branch of the Government of the United States, knowingly and willfully makes or uses any false writing or document knowing the same to contain any materially false, fictitious or fraudulent statement of representation shall be fined under Title 18 United States Code or imprisoned not more than 5 years, or both. 18 U.S.C. §1001(a). Name of Owner Signature V Typed Name and Title of Signer _Director of Aviation Phone: PY Fax: | Comments: This is a ferry flight from West Palm Beach Florida, with stops in Nassau Bahamas, Great Exuma, Bahamas, Grand Turk, Dominican Republic, Puerto Plata, and Punta Cana,,. and final destination of St Thomas, USVI,. Pirase SMA FTW to [ATS ‘icate of Registration t R Return Centifica Retum cute, S. [LAT gaestont AFS-750-D10-1 (02/12) whe EFTA00151867

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VHOHVINO “ALO YWOHVT¥0 “2 8 WY 82 Nop C102 4a NOIL¥uLsig3gy LivuOuly VV4 HLIM 03114 a 1 EFTA00151868

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ASSIGNMENT OF SPECIAL Special Registration Number REGISTRATION NUMBERS vaaieen a oe 49078 : Jun 04, 2012 This CODE FOR N331JE - 50715123 ZLoz/ez/unr Ly peidescoy WILMINGTON DE = 19803-3742 Novell LaDenbossUanseallosedDaboandatesteebelbalesl lesb dd The latest FAA Form 8136-4, Application For Airworthiness on file is dated: Apr 26, 2001 INSTRUCTIONS: SIGN AND RETURN THE ORIGINAL of this form to the Civil Aviation Registry, AFS-750, within 5 days after the special registration number is placed on the aircraft. A revised certificate will then be issued. The authority to use the special number expires: Jun 04, 2013 Civil Aviation Registry, AFS-750 Oklahoma City, Oklahoma 73125-0504 AC PORM 8050-64 (5/2005) Supersedes Previous Edition 4 egiswatiO" getun oy p.\ ror EFTA00151869

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VAWOHY 1X0 ALID VHOHV TNO 62 8 WH 82 NAP 2102 U8 NOILVULSIO3Y LIVYOUIV WV4 HLIM 03113 EFTA00151870

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FEDERAL AVIATION ADMINISTRATION CENTRAL RECORDS DIVISION OKLAHOMA CITY, OKLAHOMA [a] Insured Aircraft Title Service, Inc. Date: May 22, 2012 Please Reserve N in NAME ONLY for: AAAAHREARRAREARRRA AHR EHREREREREERRREREREREE EERE REE RRARRERERERERRERRARRR ERR AHAEREERERERERERERERERRERERRNAN RRR ENERER AREER OES N# Change Request Please Réserve N 331JE* and eS" for the following aircraft N 901RL_ Make Bell Mode! 430 Serial # 49078 Which is (1) being purchased by (2) registered to XX Hyperion Air Inc. Payment of the required $10.00 fee per number to reserve/assign is attached. If the preferred N number is not available, please contact the undersigned for a selection of a new number, Please send the confirmation of reservation/8050-64 form to Insured Aircraft Title Service, Inc. in the Public Documents room of the FAA Additional Information: * See attached relinquishment Requested by: 121431556307 $20.00 05/22/2012 ZLlozez/unr 1y peidecoy X0- EFTA00151871

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. WWOHVTNO ALIS VAOHV1N0 BE € Ud 22 Ad ci02 UO NOlLVdiS!d3y LIVNI V¥4 HLIM O33 EFTA00151872

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UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMIPESTRATION-MIKE MONROMEY AERONAUTICAL CENTER AIRCRAFT REGISTRATION APPLICATION UNITEO STATES REGISTRATION NUMBER 901 RL AIRCRAFT MANUFACTURER & MODEL Bell 430 AIRCRAFT SERIAL No. 49078 CERT. ISSUE DATE FOR FAA USE ONLY TYPE OF REGISTRATION (Check one Dox) (0 1. Individual [9 2. Partnership (2{ 3. Corporation [1 4. Co-owner (1 5. Gov't. £ 8. Non-citi zen NAME OF APPLICANT (Person(s) shown on evidence of ownership. If individual, give last name, first name, and middie initial.) ZLOZ/9ZTHEW Hd paldacoy Hyperion Air, Inc. TELEPHONE NUMBER: ( ) . ADORESS (Permanent mailing address for first applicant listed.) (if P.O. BOX is used, physical address must also be shown.) — PO. Rural Route: STATE oO CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Read the following statement before signing this application. This portion MUST be completed. A false of dishones! answer to any question in this application may be grounds for punishmemt by fine and / or imprisonment (U.S. Code, Title 18, Sec. 1001). CERTIFICATION UWE CERTIFY: (1) That the above aircraft is owned by the undersigned applicant, who is a citizen (including corporations) of the United States. (For voting trust, give mame of trustee: NN OF: CHECK ONE AS APPROPRIATE: a. — A reside atien, with alien registration (Form 1-151 or Form 1-551) No. b. CD A non-citizen corporation organized and doing business under the laws of (state) J eee and said aircraft is based and primarily used in the United States. Records or flight hours are available for inspection at (2) That the aircraft is not registered under the laws of any foreign country; and (3) That legal evidence of ownership is attached or has been filed with the Federal Aviation Administration. NOTE: If executed for co-ownership all applicants must sign. Use reverse side if necessary. On Jo [2 | Ss % 2 O~Paew] € . DATE TYPE OR PRINT NAME BELOW SIGNATURE SIGNATURE #82 | Donon O22 % > = [SIGNATURE g Darren Fndyke ats Pending receipt of the Certificate of Aircraft Registration, the aircraft may be operated for a period not in excess of 90 days, during which time the PINK copy of this application must be carried in the aircraft. AC Form 8050-1 (5/03) (0052-00-628-9007) EFTA00151873

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VNOHYIWo ALID VNOHYIy9 SEIT WY 9 wu eige 934 i3Ve VYs Hay. MOQ: EFTA00151874

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UNITED STATES OF AMERICA FORM APPROVE! US. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION OMB NO, 2120-0 AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $ 1.00 & OTHER VALUABLE CONSIDERATIONS THE UNDERSIGNED OWNER(S) OF AN UNDIVIDED INTEREST IN THE LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS UNITED STATES REGISTRATION NUMBER N a0 R L AIRCRAFT MANUFACTURER & MODEL BELL 43O no AIRCRAFT SERIAL No. W, 2012 NSFER AND DELIVER ALLRIGHTS, TITLE, AND INTERESTS IN AND TO AN UNDIVIDED 100% Do Not Write In This Block INTEREST IN SUCH AIRCRAFT UNTO ] FOR FAA USE ONLY | NAME AND ADDRESS (IF INDIVIDUALS), GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL) Hy eG Row Ghe \nc an undivided 100% Interest 4 a a” < 3 WILMINGTON a DELAWARE = \A803 eke VV4A Wd OF ZO ZLOZ/SZTHEW PEePpsovey BOUBABAUOD O80Z00Hd DEALER CERTIFICATE NUMBER AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF its successors. IN TESTIMONY WHEREOF WE HAVE SET OUR HAND AN®S6AL THIS 9 DAY OF NR} , 2012 NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPE OR PRINTED) (IN INK) (1F EXECUTED (TYPED OR PRINTED) GovALE DEVELOPMErTS \nc Cowner Trustee Director SELLER ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER, MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT) ORIGINAL: TO FAA 120661116435 $5.00 03/06/2012 EFTA00151875

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VAOHY 190 ALIO VAOHY INO ST IT WY 9 BEL 2102 9 NOUVELSIOSY Live. VVd HIM O27! EFTA00151876

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Q U.S. Department Flight Standards Service of Transportation Aircraft Registration Branch, AFS-750 Federal Aviation Administration Date of Issue: October 5, 2010 BOVALE DEVELOPMENTS INC TRUSTEE WILMINGTON, DE _ 19808-1645 VevelDDasabeadsDbaccbesdoenelDelDecsbosdedeteleleclsdeal bee! rox ATTENTION: JOSH TREMAIN IATS Oklahoma City, Oklahoma 73125-0504 WEB Address: http://registry.faa.gov 1104934 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 for Manager, FAA Aircraft Registry, AFS-750 Federal Aviation Administration AFS-750-F AX-4 (03/10) EFTA00151877

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EFTA00151878

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DECLARATION OF INTERNATIONAL OPERATIONS Bovale Developments Inc, the undersigned owner of the Bell 430 aircraft with aircraft manufacturer's serial number 49078 and registration mark N9OIRL declares that this aircraft is scheduled to make an international flight on ........... do October 2010.00.02... 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 J Signature Typed Name and Title of Signer: a. 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. Filed by K Please va Piet Wt wire PRION! OLOZ/GONFO HS paeides79y Hos W#H-508D * EFTA00151879

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VINOHY INO AL!ID Y!OHY IYO €S 6 WW S 499 4 ug ROILWYLSIoay 44V8OuIy VV HIM q372 EFTA00151880

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FORM APPROVED OMB No. 2120-0042 UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION MKE MONRONMEY AERONAUTICAL CENTER AIRCRAFT REGISTRATION APPLICATION CERT. ISSUE DATE neaistranon numacn NWO! AL AIRCRAFT MANUFACTURER & MODEL GEtr 30 AIRCRAFT SERIAL No. AT 3 FOR FAA USE ONLY TYPE OF REGISTRATION (Check one Dox) (0 1. Individual ( 2. Partnership 8 3. Corporation [] 4. Co-owner ( 5. Govt. [1 8. Ron-Cuizen NAME OF APPLICANT (Person(s) shown on evidence of ownership. If individual, give tast name, first name, and middie initial.) OL0Z/GON20 HS paldacoy Bovate Deveroenenrs Inc Gurnee TRustes) TELEPHONE NUMBER: ( i] ADDRESS (Permanent mailing address for first applicant listed.) (if P.O. BOX is used, physical address must also be shown.) crry STATE zip CODE LO LEMON INGTON PEL. HPwRRE \ASOS oO CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Read the following statement before signing this application. This portion MUST be completed. A false or dishonest answer to any question in this application may be grounds for punishment by fine and/or imprisonment (U.S. Code, Title 18, Sec. 1001). CERTIFICATION VWE CERTIFY: (1) That the above aircraft is owned by the undersigned applicant, who is a citizen (including corporations) of the United States. (For voting trust, give name of trustee: _ — CHECK ONE AS APPROPRIATE: a. C A resident alien, with alien registration (Form 1-151 of Form 1-551) No, b. © A non-citizen corporation organized and doing business under the laws of (state) and said aircraft is based and primarily used in the United States. Records or flight hours are available for inspection at (2) That the aircraft is not registered under the laws of any foreign country; and (3) That tegal evidence of ownership is attached or has been filed with the Federal Aviation Administration NOTE: If executed for co-ownership all applicants must sign. Use reverse side if necessary. EACH PART OF THIS NOTE Pending receipt of the Certificate of Aircraft Registration, the aircraft may be operated for a period not in excess of 90 days, during which time the PINK copy of this application must be carried in the aircraft AC Form 8050-1 (5/03) (0052-00-628-9007) EFTA00151881

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VWNOHV INO... “ALID MNOHV TY Oe 2 0 €S'6 WHYS ‘190 one: ENON YMLSIO aN Layugiiy” VV4HLIM Gate EFTA00151882

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FORM APPROVED UNITED STATES OF AMERICA guano U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION 08/31/2008 AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF §$ Loo + OVCTHE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES N 90 1 RL REGISTRATION NUMBER AIRCRAFT MANUFACTURER & MODEL VW4 WY 8€°LL OLOZ/GONTO PEPsODeY BOUBABAUCD LZLYOOHS Bell 430 102780958185 AIRCRAFT SERIAL No. - 49078 .00 10/05/2010 DOES THIS 25% DAY OF September . ZO. HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: On Net Witte in This Binck FOR FAA USE ONLY NAME AND ADDRESS (IF INDIVIDUAL(S), GIVE LAST NAME, FIRST NAME, ANO MIDOLE INITIAL.) Bovale Developmen nc (Owner Trustee) Wilmington Delaware DE19808 PURCHASER DEALER CERTIFICATE NUMBER AND TO vs SVcceEssoKeS EXECUTORS ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER AND WARRANTS THE TITLE THEREOF: IN TESTIMONY WHEREOF HAVE SET my HAND 2N@-GEAL THIS NAME(S) OF SELLER SIGNATURE(S) (TYPED OR PRINTED) {IN INK) (IF EXECUTED FOR CO-OWNERSHIP, ALL MUST SIGN.) a oavor SEPT, Zo1O TITLE (TYPED OR PRINTED) Bovale Limited as foreign Owner 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 EFTA00151883

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VNOHVINO ALID YNOHV 10 €S 6 WW S 190 O12 ¥8 NOILVULSIO3Y Lavyouly VV4 HLIM G3714 EFTA00151884

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UNITED STATES OF AMERICA nore 4 APPROVED U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION : AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $ 10.00 THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES-CRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N 907RL AIRCRAFT MANUFACTURER & MODEL BELL 430 AIRCRAFT SERIAL No. 49078 DOES THIS 27 DAY OF SEPTEMBER : 2010 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS VV WY ZE'LE OLOZ/GONTO PepPsovaeyY SOUBABAUOD OZLVOOHS IN AND TO SUCH AIRCRAFT UNTO: Do Not Write In This Block FOR FAA USE ONLY NAME AND ADDRESS fea (IF INDIVIDUAL(S), GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL.) wi Bovale Ltd. ” 4 Bellmont < SHROPSHIRE SY1 1TE UNITED KINGDOM oO a =) oa DEALER CERTIFICATE NUMBER ‘AND TO EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD ‘Ts SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF: IN TESTIMONY WHEREOF x= HAND AND SEAL THIS 24210 NAME(S) OF SELLER SIGNATURE(S) (IN INK) (IF EXECUTED FOR CO-OWNERSHIP, ALL MUSTSIGN.) BY: DR. CONNIE L. WOOD PRESIDENT AIRCRAFT GUARANTY HOUDINGS & TRUST LLC, TRUSTEE SELLER 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 EFTA00151885

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“Tes oe x eran on mote meaty t., VWOHV1NO ‘ . ALID VHOHY1NO Of TT WY 62 d3S ON US NOILVYLSIO‘Y LIVYOUIY Vv4 HLIM G34 EFTA00151886

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Aircraft Guaranty ® 6O00Z/ZL/AON GI Palidascy International Aircraft Title and Trust The Global Standard Aircraft Guaranty Corporation Aircraft Guaranty Tithe & Trust, LLC Aircraft Guaranty Management LLC Aireraft Guaranty lithe, LLC Aircraft Guaranty Holdings & Trust, LLC Aircraft Guaranty Vrast, LLC sy Aircraft Guaranty Management & Trust L.1C Aircraft Guaranty Tithe C f October 22, 2009 Federal Aviation Administration Aircraft Registration Branch POB 25504 Oklahoma City, Oklahoma 73125-0504 Reference Official Chance of Address: Aircraft Guaranty Holdings & Trust, LLC, Trustee Gentlemen; This letter is to notify you that “Aircraft Guaranty Holdings & Trust, LLC”, as Owner Trustee of the aircraft listed on “Attachment A” to this letter has changed its legal address effective October 22, 2009 from 515 North Sam Houston Parkway East, Suite 305, Houston, Texas 77060 - to: Aircraft Guaranty Holdings & Trust, LLC, Trustee POB 2549 (2058 FM 356 North) Onalaska, Texas 77360 Phone: 1-281-445-7594 — (Remains the same) Per the requirment the Federal Aviation Regulations FAR 47; it is hereby requested that you change the legal address of the aircraft listed on Attachment A to the new legal address in Onalaska, Texas and issue a revised Certificate of Registration for the listed aircraft. FOR: AIRCRAFT GUARANTY HOLDINGS & TRUST, LLC By: Enclosure — Attachment A — List of Aircraft registered to Aircraft Guaranty Holdings & Trust, LLC as Owner Trustee EFTA00151887

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ALIO PEGE Y MO . a LO T Wd 62 190 600 US HOILVULSICY LAVUCUIV Ma Hui 73s EFTA00151888

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@ 9H OOHSOS GOGH OQ “ a e Attachment A Reg N25FP N39941 N813SD N89109 N152JP N4708W N696RY N384C N750NS N4322Y N142TS N446DC N363US N1RQ N774CD NOPJ Beech Piper Cirrus Design Corp Cessna Beech Rockwell International Yow Richard B Cirrus Design Corp Cessna 750 Piper Bellanca A36AT PA-32-300 SR22 140 V35 112TCA Rotorway Exec 162F SR22 750 PA-46-310P 7KCAB DIAMOND AIRCRAFT IND INC DA 40 Mooney Piper Cirrus Design Corp Cirrus Design Corp Cirrus Design Corp M20M PA46-500TP SR22 SR22 SR22 Serial E-2720 32-784179 1273 8117 08322 13302 6238 0427 750-0172 46-8408017 486-74 40.446 27-0336 4697112 0786 3240 2439 TRUST # 576 580 581 585 §92 593 595 596 597 601 602 603 604 AGHT JoF Ss EFTA00151889

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EFTA00151890

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Reg (18 )nioun &) N92156 @) N406AJ ep N6seJG N2ovs N9680Q CD NS569HP (eS N1326V N4192C N4191M N4189U N4184M N4165N N4155G N4153W . N4147M N4142N N4139B N4130Y N4129T N4119B N4106G =) N186CB ® G) ve0ss0 & N208ER @® N204GX GD) vex Mooney Piper Cirrus Design Corp Cessna Robinson Helicopter Cessna Piper Aircraft Inc Cessna Diamond Aircraft Ind Inc Diamond Aircraft Ind Inc Diamond Aircraft Ind Inc Piper Piper Piper Diamond Aircraft Ind Inc Piper Piper Diamond Aircraft Ind Inc Diamond Aircraft Ind Inc Diamond Aircraft Ind Inc Diamond Aircraft Ind inc Diamond Aircraft Ind Inc Piper Piper Bell Mooney Cirrus Design Corp M20R PA 46-350P SR22 P210N R22 Beta 172M PA 46-350P R172K DA20-C1 DA 40 DA 40 PA-28R-201 PA-28R-201 PA-28R-201 DA 20-C1 PA-28R-201 PA-28R-201 DA 40 DA 20-C1 DA 20-C1 DA 20-C1 DA 40 PA-46-350P PA-24-200T 2068 M20R SR22 Serial TRUST# 29-0233 607 4622140 608 1474 609 P210-00657 612 2319 614 17265764 618 4636424 620 R1722163 621 C0431 622 40.769 622 40.768 622 2844062 622 2837055 622 2837017 622 C0425 622 2837016 622 2837012 622 40.770 622 C0426 622 C0429 622 C0427 622 40.767 622 46-22085 623 34-7870063 624 4527 627 29-0373 630 1502 631 AGAT OQort EFTA00151891

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EFTA00151892

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SOB OSe8 HOGOQH aA Reg N51JJ N165DS N475PS N8KR N61PK N542MA N363CD N5193Y N98RJ N68WC N3755 N8327B N152PC N266RS N31063 N153SR N678CW N398DL Cessna Model 525B DIAMOND AIRCRAFT IND INC DA 40 Diamond Aircraft Ind. Inc. Cessna Globe Piper Cirrus Design Corp Sikorsky NORTH AMERICAN Piper Mooney Piper Pilatus Cirrus Design Corp REIMS AVIATION S.A. Cirrus Design Corp Piper Cessna DA 40 P210N GC-1B PA-34-220T SR22 S-61A SNJ-5C PA-31P M20E PA-28RT-201T PC-12/45 SR20 Cessna 150K SR22 PA-34-200T 650 Serlal IRUST# 52580068 661 40.540 663 40.475 668 P21000709 672 1031 673 3449242 680 0920 813 61-184 814 90752 817 31P-74001€ 818 276 819 28R-81310; 825 552 826 1703 827 0567 828 1962 829 34-7870236 830 650-0098 831 AGHT af oF ae EFTA00151893

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EFTA00151894

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Reg Ss) b N1346Q N321CR N668DS De® = N489PS N9744E > 8 N1367K N2781K N54§CD N900K 73.) no118€ N555MS 65 _) N525RA CL. lp.) N42EB H®eCS N626N N231MV qm N58756 @) N138CR Hog N120WW Piper Cessna Piper PA46-500TP U206F PA 46-350P DIAMOND AIRCRAFT IND INC DA 40 Mooney Bellanca McCaldin Roy O Luscombe Cirrus Design Corp Maxfield, John O Cirrus Design Corp Eurocopter Cessna Piper Beech Mooney Boeing Cirrus Design Corp M20R 17-31 ATC SESA 8E SR22 Pitts S-1 SR22 EC120B §25 PA-32RT-300 B-60 M20K N2S-3 SR22 Serial 4697047 U20602891 4636124 40.368 29-0489 75-31119 1M 2208 1580 525-0167 32R-78851¢ P-545 25-0457 75-7319 1584 TRUST # 632 634 635 636 640 642 645 649 651 654 655 659 AcHT aor NX EFTA00151895

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EFTA00151896

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Reg N977CV N977CM N90354 N948SR N948SR N948SR N6028P SHOW N5188V NoPK N333AR N115T N491AN N78VE N632RF OS.) niosv N229MC AVOOHOQS @® N907RL Make Cirrus Design Corp Cirrus Design Corp Universal Cirrus Design Corp Cirrus Design Corp Cirrus Design Corp Cessna North American Sukhoi Cirrus Design Corp Commander Aircraft Co Israel Aircraft Industries Mooney SAAB-FAIRCHILD EMBRAER Cessna Bell SR22 SR22 Globe GC-1B SR22 SR22 SR22 T182T T-6G SU-29 SR22 114TC 1124 M20R 340A EMB-135BJ 550 430 Serlal IRUST# 3376 832 3037 832 368 835 2036 836 2036 836 2036 836 718208536 837 49-3198 839 73-04 840 0844 842 20035 843 393 845 29-0371 846 340A-042 850 14500974 851 56500229 877 49078 878 AG HT sSers EFTA00151897

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LO T Ud €e 190 ett 1034 pavaoelY EFTA00151898

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. FORM APPROVED OMB No. 2120/0042 Ea UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION 3 FEDERAL AVIATION ADSIMISTRATION-MIKE MONROMEY AERONAUTICAL CENTER AIRCRAFT REGISTRATION APPLICATION CERT. ISSUE DATE REGISTRATION NUMBER N 901RL 1 AIRCRAFT MANUFACTURER & MODEL Bell 430 AIRCRAFT SERIAL No. . | FE ‘JAN 2 9 2007 Foo Ia Ue ON TYPE OF REGISTRATION (Check one Sox) CZ 1. Individual [ 2. Partnership (@2§ 3. Corporation [J 4. Co-owner [J 5. Gov. £2 8. Ron-Citizen * a limited liabilit company™ po! NAME OF APPLICANT (Person(s) shown on evidence of ownership. If individual, give tast name, first name, and middle initial.) Aircraft Guaranty Holdings & Trust, LLC, Trustee (FOR: Continent Aircraft Trust No. 878 under trust agreement dated September 21, 2006) TELEPHONE NUMBER: ADDRESS (Permanent mailing address for first applicant listed.) (If P.O. BOX is used, physical address must also be shown.) Number and street: __ Rural Route: P.O. Box: CITY STATE ZIP 1S Houston Texas F7060 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 faise or dishonest answer to any question in this application may be grounds for punishment by fine and/or imprisonment (U.S, Code, Title 18, Sec. 1001). CERTIFICATION WWE CERTIFY: (1) That the above aircraft is owned by the undersigned applicant, who is a citizen (including corporations) of the United States. (For voting trust, give name of trustee: ) CHECK ONE AS APPROPRIATE: a. € A resident alien, with alien registration (Form 1-151 or Form 1-551) No. b. () A non-citizen corporation organized and doing business under the laws of (state) _ and said aircraft is based and primarily used in the United States. Records or flight hours are available for inspection at (2) That the aircraft is mot registered under the laws of any foreign country; and (3) That legal evidence of ownership is attached or has been filed with the Federal Aviation Administration . Or: NOTE: If executed for co-ownership all applicants must sign. Use reverse side if necessary. TYPE_OR PRINT NAME BELOW SIGNATURE ! Vice President o Ory et 5 z z TITLE DATE Qa #55 3 ¢ a TLE DATE a w For: Aircraft Guaranty Holdings & Trust, LLC, Trustee NOTE Pending receipt of the Certificate of Aircraft Registration. the aircraft may be operated for a period not in excess of 90 days, during which time the PINK copy of this application must be carried in the aircraft. = AC Form 8050-1 (5/03) (0052-00-628-9007) REG TO EXPIRE_C% [23 £07 1 O7 D2 770 LATS EFTA00151899

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ALID On VINO hE 7 PAV I 40 LT od : ug Nol vy Nur L002 Vy H 57h 4oury a EFTA00151900

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B86 PPO3Z4YS6O8am uw UNITED STATES OF AMERICA U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $ 10.00 THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES-CRIBED AS FOLLOWS: UNITED STATES / 7 REGISTRATION NUMBER N 901RL AIRCRAFT MANUFACTURER & MODEL BONY EY Agha ReAREED RD EB OMB NO. 2120-0042 aud? YAN 29 PM 12 16 BMINI STRAT ION eft} > BELL 430 AIRCRAFT SERIAL No. ~ 49078 7 - * DOES THIS Tix DAY OF January, ,2007 e@ HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: ORIGINAL: TO FAA: AC Form 8050-2 (9/92) (NSN 0052-00 629-0003) Supersades Previous Edition Do Not Write In This Block i FOR FAA USE ONLY NAME AND ADDRESS : [+4 (F INDIVIDUAL(S), GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL) uJ AIRCRAFT GUARANTY HOLDINGS & TRUST, LLC, TRUSTEE 2) {FOR: CONTINENT AIRCRAFT TRUST NO. 878 = MBER 21, 2006) oO ao = a DEALER CERTIFICATE NUMBER ~ anoTo. its successors EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF: IN TESTIMONY WHEREOF we HAND AND SEAL THIS R payor Januar 2007 NAME(S) OF SELLER SIGNATURE(S) TITLE ‘OR (TYPED OR PRINTED) @ BOVALE LTD a = : Ww on ACKNOWLEDGMENT (NOT REQUIRED FOR PURPOSES OF FAARECORDING. HOWEVER, MAY BE REQUIRED BY LOCAL LAWFOR VALIDITY OF THE INSTRUMENT.) | 070261137308 ; $5.00 01/26/2007 j EFTA00151901

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yeham? on. Vemay “ _—d EFTA00151902

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pPG34607 UNITED STATES OF AMERICA onan a. 2120-0062 U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATON 08/31/2008 AIRCRAFT BILL OF SALE GONVEYANCE RECORDED FOR AND IN CONSIDERATION OF $ 1&0vc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND, BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED Asi!| JIN 29 PP 12 1 6 FOLLOWS: ; UNITED STATES OER AATION REGISTRATION NUMBER N q O | R L_ ADMINISTRATION AIRCRAFT MANUFACTURER & MODEL Bell 430 AIRCRAFT SERIAL No. 9078 —_ DOES THIS u DAYOF Januar. 2007 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: OR PAN USE ONLY NAME AND ADDRESS (QF INDIVIDUAL(S). GIVE LAST NAME, FIRST NAME, AND MICOLE INITIAL.) Bovale L+d. hv ops ive SYA LTE, United Kengdowr DEALER CERTIFICATE NUMSER ANDTO ILS successors SHESCUTCRS- POMS TRATONS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SA'D AIRCRAFT FOREVER AND WARRANTS THE TITLE THEREOF PURCHASER 2007 pavor January, TITLE (TYPED OR PRINTED} IN TESTIMONY WHEREOF we HANO AKD SEAL THIS SIGNATURE(S) (IN (NK) (FF EXECUTED FOR A ST SIGN Individual SELLER ‘AC ANOWLEDGMENT (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 (9/82) (NSN 0052-00-629-0003 Supersedes Previous Ediion EFTA00151903

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VWNOHY 10 ALIS YNOHV IYO h€ TT WY 92 Nur L002 ya NOWLVULSIO3Zu L4vuouly VV4 HLIM G34 EFTA00151904

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3 @ pPG346 0. FORM APPROVED OMB NO. 2120-0042 YEYANOE RECORDED UNITED STATES OF AMERICA U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $ 1#OVC THE P UNDERSIGNED OWNER(S) OF THE FULL LEGAL} say 2g Pf 12 16 AND BENEFICIAL TITLE OF THE AIRCRAFT DES? CRIBED AS FOLLOWS: REDERE RIRTIGA UNITED STATES N RDMINIOTRATION REGISTRATION NUMBER 901RL cee AIRCRAFT MANUFACTURER & MODEL Bell 430 AIRCRAFT SERIAL No. 49078 DOES THIS DAY OF January AY mr] HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: Do Not Wie In This Block NAME AND ADDRESS (IF INDIVIDUAL(S), GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL ) rops Ine S¥I ITE, United Kingdom DEALER CERTIFICATE NUMBER AND TO vis successors S. AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF: IN TESTIMONY WHEREOF | HAVE SET MY HAND AND SEAL THIS o ) DAY OF January, 2007 NAME(S) OF SELLER TITLE (TYPED OR PRINTED) (TYPED OR PRINTED) PURCHASER ELITE AVIATION, LLC Chief Operating Officer SELLER ACKNOWLEDGMENT (NOT REQUIRED FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA: AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition PURPOSES OF FAA RECORDING: HOWEVER, MAY BE REQUIRED BY LOCAL LAW FOR a EFTA00151905

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EFTA00151906

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PitriEs - peg34605 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 security conveyance covering the collateral shown. (cy?) NY EY AN OE PART I] is a suggested form of release which may be used to release the collateral from ° The terms of the conveyance. PART | CONVEYANCE RECORDATION NOTICE NAME (last name first) OF DEBTOR RL Aviation, LLC NAME and ADDRESS OF SECURED PARTY/ASSIGNEE BO MINS STR tI ON Banc of America Leasing & Capital, LLC NAME OF SECURED PARTY’S ASSIGNOR (if assigned) Do Not Write In This Block FOR FAA USE ONLY Key Corporate Capital Inc. FAA REGISTRATION NUMBER AIRCRAFT SERIAL NUMBER AIRCRAFT MFR, (BUILDER) and MODEL NS01RL 49078 Bell 430 ENGINE MFR, and MODEL ENGINE SERIAL NUMBERS) Allison 250-C40B 844167 & 844169 PROPELLER MFR. And MODEL PROPELLER SERIAL NUMBER(S) THE SECURITY CONVEYANCE DATED __ 11-25-03 ‘COVERING THE ABOVE COLLATERAL WAS RECORDED BY THE FAA AIRCRAFT REGISTRY ON ___12-23-03 AS CONVEYANCE NUMBER __1103169%6>_,ASSignment dated 12-31-03, recorded 1-13-04, Conveyance Number XX025631 FAA CONVEYANCE EXAMINER PART I] - RELEASE — (This suggested release form may be executed by the secured party and returned to the Civil Aviation Registry when terms of the conveyance 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 form is only intended to be a suggested form of release, which mects the | DATE OF RELEASE: recording requirements of the Federal Aviation Act of 1958, and the regulations issued thereunder, In addition to these requirements, the form used by the Ban security holder should be drafted in accordance with the pertinent provisions of = local statutes and other applicable federal statutes, This form may be reproduced. There recording a release. Send to Aircraft | SIGNAT! Registration Branch, Oklahoma City, Oklahoma 73125. TITLE (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 (14CFR)). ACKNOWLEDGEMENT (If Re AC Form 8050-41 (2/96) (NSN 0052-00-543 “3001) SEE RECORDED CONVEYANCE NUMBER _X X OZ poco 030% pace “7 EFTA00151907

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EFTA00151908

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U.S. DEPARTMENT OF TRANSPORTATION . SEE CONVEYANCE NO FEDERAL AVIATION ADMINISTRATION CROSS-REFERENCE--RECORDATION FILING DATE This form is to be used in cases where a conveyance covers several aircraft and engines, propellers, or locations. File original of this form with the recorded conveyance and a copy in each aircraft folder involved. TYPE OF CONVEYANCE DATE EXECUTED NAME CHANGE C SEP 22 2004 FROM RL AVIATION LLC TO OR ASSIGNED TO DATE RECORDED ELITE AVIATION LLC June 30, 2004 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: N900RL *N90IRL N902RL NISSLR TOTAL NUMBER INVOLVED MAKE(S) SERIAL NO. PROPELLERS OTAL NUMBER INVO! D _ NO. SPARE PARTS --LOCATIONS 0 BER D LOCATION RECORDED CONVEYANCE FILED IN: AC FORM 8050-23 (1-96) (0052-00-S82-6000) EFTA00151909

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EFTA00151910

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an 1AaIsS 49856819299 00009 0/7 | 1/6 4 . TCAD ALRCRAFT ADDRESS CODE FOR N9OOLRL = 53072145 {| R © aVEATION Lic vq 940 CANDLECREST DOR ° rd WESTLAKE VILLAGE CA 91362-5641 Q oATE is APRIL 265 2001 : STO TRANSP . : SIGN AND RETURN THE ORIGINAL of this form to the Civ Aviation Registry, AFS-750, within 5 days after the | (> affixed on the aircraft. A sevised certificate wil then be issued. This authority is vad for 80 days from the isaue regestration number is ; The authority to use the special number axpires: JANUARY 06, 2005 tT ON: | i D gist ratio nlaced RETURN FORM TO. the EFTA00151911

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ms ‘ee VWOHV1NO ALID VNOHVINO On OT WY 6 NUP hOoe U8 NOILVYISIOZY Lavuouly V¥4 HLIM G3114 EFTA00151912

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Special Registration Number N | Q ASSIGNMENT OF SPECIAL REGISTRATION NUMBERS Aircraft Make and Model US Department ; of Transportation dELL 430 Adminstration Federal Aviation | Serial Number N 49078 1162150 T4RP Issue Date: {CAD AIRCRAFT ADDRESS CODE JANUARY O6» 2004 FOR N9UIRL = 93072145 Tris your authorly to change The Untied Staes regat- tion number on the above described aircraft to the speciai registration number shown. JOIRL Present Registration Number TR L AVIATION LLC Carry duplicate of this form in the aircraft together with the old registration certificate as interim authority to operate the aircraft pending receipt of revised certificate of registration. Obtain a revised certificate of airworthiness from your near- est Flight Standards District Office. WESTLAKE VILLAGE CA 91362-5641 The latest FAA Form 8130-6, Application For Airworthiness on file is dated: APKIL 26, 2001 classification and category: STO TRANSP INSTRUCTIONS: SIGN AND RETURN THE ORIGINAL of this form to the Civil Aviation Registry, AFS-750, within 5 days after the special registration number is affixed on the aircraft. A revised certificate will then be issued. This authority is valid for 90 days from the issue date. The authority to use the special number expires: "JANUARY Gby 2005 CERTIFICATION: | certify that the special registration number was placedonthe © | RETURN FORMTO: aircraft described above. ivil Aviation Registry, AFS-750 al , Oklahoma 73125-0504 } Signature of Owner. Title of Owner: Date Placed on Aircraft: AC Supersedes Previous Edition ~~ EFTA00151913

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EFTA00151914

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90000002 5 9 3 TEM sasured Aircraft Ti Insured Aircraft Title Service, Inc. P.O. Box 19527 * Oklahoma City, Oklahoma 73144 « (405) 681-6663 T (800) 654-4882 FAX #405-681-9299 fhe -Y! FarkP 4 si 06 oo November2S, 2003 Federal Aviation Administration Central Records Division Oklahoma City, Oklahoma PARTI Please assign N901RL to the following aircraft: N74RP, Bell 430, Serial Number 49078 Which is being purchased by: AVAILABLE 2.000 WHEN AVA\ 5 RP ea iation LLC RL Aviation RESERVE No PART II & dAN0 " aa Please reserve N74RP in the name only for: 74. R P Warner Communications, Inc. JAN 13 2004 Payment of the required $10.00 fee i is attached, Please send the letter of confirmation to Insured Aircraft Titl m. REQUESTED BY: 033291319063 $10.00 11/25/2003 Serving the Aviation Industry for over 35 years Set ‘ EFTA00151915

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VAOHV1NO AJID Y“ONYTNO ST T Wd S2 NON Cie UE NGUVELSISS5 LaVUOulY V4 HLS GIN EFTA00151916

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US. DEPARTMENT OF TRANSPORTATION SEE CONVEYANCE NO FEDERAL AVIATION ADMINISTRATION CROSS-REFERENCE-—-RECORDATION FILING DATE: This form is to be used in cases where a conveyance covers several aircraft and engines, propellers, or locations. File original of this form with the recorded conve and a copy in each aircraft folder involved. TYPE OF CONVEYANCE DATE EXECUTED ASSIGNMENT 12-31-03 (SEE CONV # 11031696) FROM DOCUMENT NO. KEY CORPORATE CAPITAL INC (ASSIGNOR) XX025631 TO OR ASSIGNED TO DATE RECORDED BANC OF AMERICA LEASING AND CAPITAL LLC January 13, 2004 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: OTAL NUMBER INVO ENGINES TOTAL NIIMBER IN MAKE(S) SERIAL ALLISON 250-C40B NO. 844167 844169 MAKE(S) NUMB SPARE PARTS LOCATIONS TOTAL NUMBER INVOLVED LOCATION RECORDED CONVEYANCE FILED IN: N74RP BELL 430 S/N 49078 . AC FORM 8050-23 (1-96) (0052. ~ EFTA00151917

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~ EFTA00151918

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00000001 33 8 Xxx025631 ae AGREEMENT of ASSIGNMENT This Agreement of Assignment (this "Agreement"),dated December SL. 2003, between _ Key Corporate Capital Inc*(the "Assignor") and Banc of America Leasing and Capital, LLC (the "Assignee"). CONVEYANCE RECORDED For valuable consideration, the receipt and adequacy of whic re acknowledged, the Assignor hereby agrees with the Assignee as follow if Sit kf Rh 8 36 1. Assignment. The Assignor hereby sells, assigns and tran ‘at Fat thes Assignee all of its right, title and interest in, to and under, and the Assi is Piva) ' 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. a Banc of America Leasing and Capital, LLC BY: TITLE: € Aerme THROU ITS DIVISION Key EQUIPMENT FIANCE ‘dete O3 30571) 320P # ISL °° j7-4-03 EFTA00151919

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VNOHV IO ALID YWOHYINO TOTT Wb Te 439 C002 ug NOlLVuLSigay L4vuouly ,VV4S HUA Gay EFTA00151920

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0000090990! 339 - AGREEMENT of ASSIGNMENT This Agreement of Assignment (this "Agreement"),dated December 3, 2003, betweer. Key Corporate Capital Inc* (the "Assignor") and Banc of America | Leasing ar and Capital, LLC (the “Assignee"). For valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Assignor hereby agrees with the Assignee as follows: 1. Assignment. The Assignor hereby sells, assigns and transfers to the Assignee all of its right, title and interest in, to and under, and the Assignee hereby assumes all obligations of the Assignor under, that certain Aircraft Security Agreement and related documents as more particularly described in Schedule A attached hereto. 2. Release of Assignor. Upon the execution of this document by the Assignor and the Assignee, the Assignor shall be released from its obligations under the Aircraft Security Agreement to the extent it has assigned its interests thereunder to the Assignee, and no further consent or action by any party shall be required. 3. Further Assurances. The parties hereto hereby agree to execute and deliver such other instruments and documents and to take such other actions as any party hereto may reasonably request in connection with the transactions contemplated by this Agreement. 4. Counterparts. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and any of the parties thereto may execute this Agreement by signing any such counterpart. 5. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of laws. Each of the Assignor and the Assignee have caused this Agreement to be executed and delivered by its duly authorized officer on the date first written above. Banc of America Leasing and Capital, LLC KEY CORPORATE CAPITAL INC. * BY: BY: TITLE: TITL Y ROTINL THOUGH IFS DIVISION KEY BOuiAMesT Finance EFTA00151921

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~ EFTA00151922

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0090000591349 SCHEDULE A TO ASSIGNMENT AGREEMENT FAA DOCUMENTS (the " Grantor" Aircraft Sacurity Agreement dated as of November 25, 2003 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 6rantor, recorded by the Federal Aviation Administration (the “FAA”) On December 23, 2003,and assigned FAA Conveyance No. 11031696. oo EFTA00151923

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VWOHV THO ALLD VAOHV1N0 TO TT WY TE 930 C00 YS-NOILVULSISSY LIVYOIV V¥4 HLIM G3 114 EFTA00151924

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U.S. DEPARTMENT OF TRANSPORTATION SEE CONVEYANCE NO FEDERAL AVIATION ADMINISTRATION CROSS-REFERENCE--RECORDATION FILING DATE: This form is to be used in cases where a conveyance covers several aircraft and engines, propellers, or locations. File original of this form with the recorded conv and a copy in cach aircraft folder involved. TYPE OF CONVEYANCE DATE EXECUTED AIRCRAFT SECURITY AGREEMENT 11/25/03 FROM DOCUMENT NO. RL 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 istration number) RER INVOLVED N74RP . MAKE(S) SERIAL ALLISON 250-C40B NO. 844167 844169 PROPELLERS [ TOTALNUMBER INVOLVED WRER INVO D MAKE(S) SERIAL NO. SPARE PARTS -LOCATIONS [ TOTALNUMBER INVOLVED LOCATION RECORDED CONVEYANCE FILED IN: N74RP, BELL 430, S/N 49078 AC FORM 8050-23 (1-96) (0052-00-582-6000) EFTA00151925

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EFTA00151926

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me o99000002437 AIRCRAFT SECURITY AGREEMENT between RL AVIATION, LLC as the Grantor and KEY CORPORATE CAPITAL INC., acting through its division Key Equipment Finance as the Secured Party Dated as of November a ) , 2003 e N74RP to become N901RL CATEMPWireraft Security Agreement doc Seattle’ 18.03 EFTA00151927

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VROHVINO ht T Wd S2 NON shiz UO NOUVYLSIORY LSvuOUlY ~-EFTA00151928

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Section 1.1 Grant of Security Interest... Section 1.2 Filing of Financing Statements ARTICLE 2. COVENANTS Section 2.1 Ownership and Liens..... Section 2.2 Registration and Operation. Section 2.3 Records and Reports . Section 2.4 Maintenance........... Section 2.5 Replacement of Parts Section 2.6 Alterations, Modifications and Additions... Section 2.7 Maintenance of Other Engines. Section 2.8 Payment of Obligations ..... Section 2.9 Change of Name or Location Section 2.10 Inspection3 Section 2.11 Aircraft Registration...... Section2.12 Financial and Other Data ARTICLE 3. EVENTS OF LOSS... Section 3.1 Event of Loss with Respect to the Aircraft Section 3.2 Application of Payments from Governmental Authorities or other Persons ... Section 4.1 Insurance 3 Section 4.2 Certificates of Insurance Section 4.3 Proceeds of Insurance... Section 4.4 No Right to Self-Insure. ARTICLE 5. EVENTS OF DEFAULT AND REMEDIES. Section 5.1 Events of Default; Remedies......... Section 5.2 Remedies 5 Section 5.3 Section 5.4 Section 5.5 Section 5.6 Distribution of Amounts Received After an Event of Defaul Section 5.7 Suits for Enforcement ARTICLE 6, REPRESENTATIONS AND WARRANTIES -.c-socsovscsesssnseossneecssneeesnntsnsnntsnsnnsinesnntinessasnnstnnennsneeenenuncnnnnnsnatsnmnnetannnneenennees® Section 6.1 Representations, Warranties and Covenants of Gramtot.....ccc-scc-ssescssssssssestssassssnseseeee soceesneseeusnnsusesennstnnesnnneensenuneetnseteneseneetenl 6 ARTICLE 7. SECURITY INTEREST ABSOLUTE. ....sssssssssssuntstnutnsiunistuninntntinseininsnnntinsinnaanniunntinieininninnnnnnnsanennnene 6 Section 7.1 Security Interest ABSONUtE .csecssssnsuntsssntnmuntninintistniniusteiietniietiinetienanieinmeneninatennsnnnanneneenel ARTICLE 8. MISCELLANEOUS Section 8.1 GOVERNING LAW..... Section 8.2 Notices 7 Seetion 8.3 Limitation as to Enforcement of Rights, Remedies and Claims Section 8.4 Severability of Invalid Provisions Section 8.5 Benefit of Parties, Successors and Assigns; ‘Entire "Agreement. Section 8.6 Further Assurances ............0+« Section 8.7 Performance by Secured Party... Section 8.8 Indemnity 7 Section 8.9 Section 8.10 Section 8.11 Waiver of Jury Trial.. Section 8.12 Counterpart Execution ... ARTICLE 9. DEFINITIONS ...2...;ccsocscesnveosssveseenstsoesorsseesenseseseroossneconneecoonecesasesvenees concen enone censeeodssetosvescsnttee seneecesbecseseesonesesnevesssece bensecsestees sesssesensercesantesssensessasee 8 Form No.: AIR 02-501.802 Page i EFTA00151929

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EFTA00151930

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' 0 0 0 Qungeag setun aganitast THIS AIRCRAFT SECURITY AGREEMENT (“Agreement”) is made and entered into as of November; Behe a sant eree KEY CORPORATE CAPITAL INC., acting through its division Key Equipment Finance, a Michigan corporation having an.office at Street, 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 Westlake Village, CA 91361 (“Grantor”). Capitalized terms not otherwise defined herein shall have the meanings | given in Article 9 hereof. ZL rite GIO | “RECITALS | A. Pursuant to a Promissory Note of even date (collectively, together with all amendments, modifications and rapptemens 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 ‘om 73) O12 23 RA YS 38 Cc. Grantor is duly authorized to execute, deliver and perform this Agreement. sere NOW, THEREFORE, for good and valuable consideration, the receipt and greed of which are hereby Levi in order to induce 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 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”): 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; 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 1.2. _ Filing of Financing Statements and Continuati . 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 1.3 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 Form No.: AIR 02-501.802 D3 329131050 Page | of 12 Oh td Vo Cd oO BIS. 11 /2as/e3 EFTA00151931

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EFTA00151932

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within, five (5) days, take 5 cause to be tak actiqn ay’ neggssa to discharge any such Lien not excepted above if the same shall arise at amy time’ 00 3 T } 8) U Pa 4 Section 1 (a) Grantor, at its own cost and expense, shall cause the Aircraft to be duly registered in the name of Grantor as owner and subject only to Secured Party's first priority security interest, and at all times thereafter to remain duly registered, in the name of the Grantor as owner with the FAA pursuant to the Act. The Grantor agrees that it will not utilize any item of Equipment in violation of any law or any rule, regulation or order (including, without limitation, concerning alcoholic beverages or prohibited substances) of any governmental authority having jurisdiction (domestic or foreign) or in violation of any airworthiness certificate, license or registration relating to any item of Equipment issued by any such authority, except to the extent such violation is not material or the validity or application of any such law, rule, regulation or order is being contested in good faith and by appropriate proceedings (but only so Jong as such proceedings do not, in the Secured Party’s opinion, involve any material danger of the sale, forfeiture or loss of such item of Equipment, or any interest, including the Secured Party’s security interest, therein). (b) Without the express prior written consent of Secured Party, which consent shall not be unreasonably withheld, the Grantor shall not utilize the Aircraft outside of the continental United States and Canada. Grantor shall give Secured Party prior notice of use of the Aircraft outside of the continental United States and Canada. (c) The Grantor agrees that it will not utilize any item of Equipment in any area excluded from coverage by the insurance required by the 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. Section 1.6 Maintenance. (a) Grantor, at its own cost and expense, shall fly, maintain, inspect, service, repair, overhaul and test the Aircraft (including each Engine of same), or shall cause the Aircraft to be maintained, inspected, serviced, repaired, overhauled and tested, under an approved FAA maintenance program and in accordance with (i) all maintenance manuals initially furnished with the Aircraft, including any subsequent amendments or supplements to such manuals issued by the manufacturer from time to time, (ii) all mandatory “Service Bulletins” issued, supplied, or available by or through the manufacturer and/or the manufacturer of any Engine or part with respect to the Aircraft having a compliance date during the term of the Promissory Note and up to twelve (12) months thereafter, and (iii) all airworthiness directives issued by the FAA or similar regulatory agency having jurisdictional authority, and causing compliance with such directives or circulars to be completed through corrective modification or operating manual restrictions, having a compliance date during the term of the Promissory Note and twelve (12) months thereafter. Grantor shall maintain 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 Airworthiness Certificate at all times other than when the Aircraft as a whole is the subject of an Event of Loss occurrence under Section 1.15. Grantor shall maintain, or shall cause to be maintained, in the English language, all records, logs and other materials required by the manufacturer thereof for enforcement of any warranties or by the FAA. All maintenance procedures required hereby shall be undertaken and completed in accordance with the manufacturer’s recommended procedures, and by properly trained, licensed and certified maintenance sources and maintenance personnel, so as to keep the Aircraft and cach Engine in as good operating condition as when delivered to Grantor hereunder, ordinary wear and tear excepted, and so as to keep the Aircraft in such operating condition as may be necessary to enable the airworthiness certification of such Aircraft to be maintained in good standing at all times under the Act. Section 1.7 Replacement of Parts. The Grantor, at its own cost and expense, will promptly cause the replacement of all Parts which . may from time to time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use for any reason whatsoever. In addition, the Grantor, at its own cost and expense, may permit the removal in the ordinary course of maintenance, service, repair, overhaul or testing of any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use; provided, however, that the Grantor, at its own cost and expense, will cause such Parts to be replaced as promptly as possible. All replacement Parts shall be free and clear of all Liens (except for Permitted Liens), shall be in as good operating condition as, and shall have a value and utility at least substantially equal to, the Parts replaced, assuming such replaced Parts were in the condition and repair required to be maintained by the terms hereof. The Grantor’s rights, title and interests in all Parts at any time removed from any item of Equipment shall remain subject to the Lien of this Agreement no matter where located, until such time as such parts shall be replaced by Parts which have been incorporated in such item of Equipment and which meet the requirements for specified above. Immediately upon any replacement Part becoming incorporated or installed in or attached to any item of Equipment as above provided, without further act, (i) the Grantor's rights, title and interests in such replacement Part shall become subject to the Lien of this Agreement, and such replacement Part shall be deemed part of such item of Equipment for all purposes hereof to the same extent as the Parts originally incorporated in such item of Equipment, and (ii) the Grantor's rights, title and interests in the replaced Part shall be released from the Lien of this Agreement and the replaced Part shall no longer be deemed a Part hereunder. The Grantor shall, not less often than once during each calendar year, provide to the Secured Party written confirmation, in form and content acceptable to the Secured Party, that the Grantor has complied with the provisions of this Section 1.7. Section 1.8 Alterations, Modifications and Additions. The Grantor, at its own cost and expense, shall cause such alterations and modifications in and additions to the Equipment to be made as may be required from time to time to meet the standards of the FAA and of any other governmental authority having jurisdiction and to maintain the certificate of airworthiness for the Aircraft; provided, however, that the validity or application of any such law, rule, regulation or order may be contested in good faith by appropriate proceedings (but only so long as such proceedings do not, in the Secured Party's opinion, involve any material danger of sale, forfeiture or loss of any item of Equipment, or any interest, including the Secured Party's security interest, therein). In addition, the Grantor, at no cost or expense to the Secured Party, may, from time to time, cause such alterations and modifications in and additions to any item of Equipment to be made as the Grantor may deem desirable; provided, that each such alteration, modification and addition is readily removable from such item of Equipment; and provided, further, that no such alteration, modification or addition shall (i) materially diminish the value, utility or condition of such item of Equipment below the value, utility or condition thereof immediately prior to such alteration, modification or addition, assuming the item of Equipment was then of the value and utility and in the condition required to be maintained by the .terms of this Agreement, or (ii) cause the airworthiness certification of the Aircraft to cease to be in good standing under the Act. The Grantor's rights, title and interests in all Parts added to the Aircraft, the Airframe or an Engine as the result of such alteration, modification or addition shall, without further act, be subject to the Lien of this Agreement. Notwithstanding the foregoing sentence of this Section 1.8, so long as no Event of Default shall have occurred and be Form No.: AIR 02-501.802 Page 2 of 12 EFTA00151933

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EFTA00151934

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continuing, the Grantor may rem Part if ( in cement of or substitution for, any Part originally. incorporated i in such item,of Equigmendat ker tdieeld neers Samy wt cement of or substitution for any such Part, (ii) such Part is not required to be incorporated or installed i in or attached or added to such item of Equipment pursuant to the terms of this Article 2, and (iii) such Part can be removed from such item of Equipment without causing any material damage thereto. Upon the removal of any Part as above provided, the Grantor's rights, title and interests in such Part shall be released from the Lien of this Agreement. Section 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 1.6 to the same extent as if it were an Engine. Section 1.10 Payment of Obligations. The Grantor hereby agrees that it will promptly pay or cause to be paid when due all taxes, assessments and other governmental charges imposed with respect to the Collateral (except to'the extent being contested in good faith and by appropriate proceedings which do not involve any material risk of loss or forfeiture). Section 1.11 Change of Name or Location. In connection with any change of the name, identity or structure of Grantor that might make the UCC financing statements filed in connection with the transactions contemplated hereby seriously misleading within the meaning of the UCC or any change in the location of the principal place of business of Grantor, Grantor shall (a) duly file appropriate financing statements in all appropriate filing offices prior to such change and (b) give the Secured Party notice of such change and copies of the form of such financing statements at least 10 Business Days prior to such change. Grantor shall hangar the Aircraft at Elite Aviation, Van Nuys Airport, 7415 Hayvenhurst Place, Van Nuys, CA 91406. Grantor shall supply Secured Party with a waiver of any Lien or claim of Lien against the Aircraft which could be held by any landlord or mortgagee of the hangar or future aircraft storage facility. Grantor shall not remove the Aircraft, or permit the Aircraft to be removed, from its designated home airport for a period in excess of thirty (30) days, without the prior written consent of Secured Party. Section 1.12 Inspection. The Grantor shall permit, at its expense, the Secured Party or any Person designated by the Secured Party to inspect (i) the Aircraft; [provided, however, that as long as no Event of Default has occurred and is continuing, the Secured Party shall not exercise such inspection rights more than once a year or in such a way so as to unreasonably interfere with any Grantor's use of the Aircraft] and (ii) the logs, maintenance records and other records maintained with respect to the Aircraft. Section 1.13 Aircraft Registration. Grantor shall not change the United States Registration Number of the Aircraft without Secured Party's prior written consent. Grantor shall cause to be filed with the FAA an FAA Bill of Sale, the Agreement, an FAA application for aircraft registration and such other documents as may be required under the Act or as otherwise necessary or prudent to cause the Aircraft to be and remain duly registered at all times with the FAA in the name of Grantor as owner and subject only to Secured Party's first priority perfected security interest. . Section 1.14 Financial and Other Data. During the term of the Promissory Note and so long as any amounts are outstanding thereunder, Grantor shall furnish Secured Party (a) as soon as available, and in any event within 120 days after the last day of each fiscal year, financial statements of Grantor and each Guarantor and (b) from time to time as Secured Party may reasonably request, other financial reports, information or data (including federal and state income tax returns) and quarterly or interim financial statements of Grantor and each Guarantor. All such information shall be audited (or if audited information is not available, compiled or reviewed) by an independent certified public accountant. ARTICLE 3. Section 1.15 Event of Loss with Respect to the Aircraft. Upon the occurrence of an Event of Loss with respect to the Aircraft, the Grantor shall give the Secured Party prompt written notice (and in any event within three (3) Business Days after such occurrence) thereof, and the Grantor shall, on or before the Business Day which is the earliest of (i) the thirtieth (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 Application of Payments from Governmental Authorities or other Persons. Any payments (other than insurance proceeds, the application of which is provided for in Article 4 or Section 1.15), received at any time by the Secured Party or Grantor from any governmental authority or other Person with respect to any Event of Loss, or from a governmental authority with respect to an event which does not constitute an Event of Loss, shall be applied as follows: (a) Such payments shall be applied in reduction of the Grantor’s obligation to pay the Loss Value, if not already paid by the Grantor, or, if already paid by the Grantor, shall be applied to reimburse the Grantor for its payment of such amounts. The balance, if any, of such payment remaining thereafter, and after 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 or other Person with respect to any Event of Loss, which are payable to the Grantor, shall not be paid to the Grantor if at the time of such payment an Event of Default or Default shall have occurred and be continuing, in which event all such amounts shall be paid to and held by the Secured Party as security for the Liabilities or, at the Secured Party’s option, applied by the Secured Party toward the payment of such Liabilities at the time due in such order of application as the Secured Party may from time to time elect. At such time as there shall not be any Event of Default or Default, all such amounts at the time held by the Secured Party in excess of the amount, if any, which the Secured Party shall have elected to apply as above provided shall be paid to the Grantor. In furtherance of the foregoing, the Grantor hereby irrevocably assigns, transfers and sets over to the Secured Party all rights of the Grantor to any award or payment received.by or payable to the Grantor on account of an Event of Loss. i 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: ARTICLE 4. INSURANCE Form No.: AIR 02-501.802 Page 3 of 12 EFTA00151935

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EFTA00151936

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(a) Grantor, ary iV i as mae Dcausd to b&mainhined: (1) comprehensive aircraft liability insurance covering all risks which Secured Party or'G tor i use OF Operation ado ns 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) $10,000,000.00 per occurrence and (ii) the amounts of comprehensive aviation liability insurance from time to time applicable to aircraft operated by Grantor (whether owned or leased) of the type of the Aircraft; (2) cargo liability insurance with respect to the Aircraft; (3) all-risk ground and flight aircraft hull insurance covering the Aircraft in motion and not in motion, and fire and extended coverage and all-risk property damage insurance covering the Engine and all other Items of Equipment while removed from the Airframe, in an amount equal to the greater of the full insurable value of the Aircraft or 110% 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 shal! be maintained with insurers of recognized reputation and responsibility (reasonably satisfactory to Secured Party) having a minimum of A- by Best’s Key Rating Guide, Category 12, or other rating approved by Secured Party. All insurance policies shall be in a form acceptable to Secured Party. (b) All insurance policies required hereunder shall (1) require 30 days’ prior written notice of cancellation, non-renewal or material change in coverage to Secured Party (any such cancellation, non-renewal or change, as applicable, not being effective until the thirtieth (30th) day after the giving of such notice); (2) name the Additional Insureds (as hereinafter defined) as an additional insured under the public liability 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 right of such insurers to set-off, to counterclaim or to any other deduction, whether by attachment or otherwise, to the extent of any monies due the Additional Insureds under such policies; (6) not require that any of the Additional Insureds pay or be liable for any premiums with respect to such insurance covered thereby; (7) be in full force and effect throughout any geographical areas at any time traversed by any Airframe or Engine; (8) contain a clause requiring the insurer to name any assignee of an Additional Insured’s interest as an additional insured and a loss payee; and shall provide that all of the provisions thereof, except the limits of liability, shall operate in the same manner as if there were a separate policy covering each Additional Insured; and (9) contain breach of warranty provisions providing that, in respect of the interests of the Additional Insureds in such policies, the insurance shall not be invalidated by any action or inaction of Grantor or any other person (other than an Additional Insured, as to itself only) and shall insure the Additional Insureds regardless of any breach or violation of any warranty, declaration or condition contained in such policies by Grantor or by any other person (other than an Additional Insured, as to itself only). Prior to the first date of funding of the Loan hereunder, and thereafter not less than 15 days prior to the expiration dates of the expiring policies theretofore delivered pursuant to this Section, Grantor shall deliver to the Additional Insureds a certificate evidencing the insurance required by this Section; provided, however, that the Additional Insureds shall be under no duty either to ascertain the existence of or to examine such insurance or to advise Grantor in the event such insurance shall not comply with the requirements of this Section. As used in this Section, the term “Additional Insureds” shall mean “KeyCorp, and its subsidiaries and affiliated companies, including Key Corporate Capital Inc, acting through its division Key Equipment Finance.” (c) In the event Grantor operates the Aircraft outside the continental United States with the consent of Secured Party, Grantor shall maintain and supply Secured Party proof of the following coverage for all locations which the Aircraft travels to and through: war and allied perils insurance to cover the perils of (i) war, invasion, acts of foreign enemies, hostilities (whether war be declared or not), civil war, rebellion, revolution, insurrection, martial law, military or usurped power or attempts at usurpation of power, (ii) strikes, riots, civil commotions or labor disturbances, (iii) any act of one or more persons, whether or not agents of a sovereign power, for political or terrorist purposes and whether the loss or damage resulting therefrom is accidental or intentional, (iv) any vandalism, malicious act or act of sabotage, (v) confiscation, naturalization, seizure, restraint, detention, diversion, appropriation, requisition for title or use by or under the order of any government (whether civil, military or de facto) or public or local authority and (vi) hijacking, or any unlawful seizure or wrongful exercise of control of the crew in flight. Section 1.18 Certificates of Insurance. The Grantor agrees to furnish the Secured Party on the Closing Date, and promptly after the terms have been fixed for any renewal of, or changes in any material respect with respect to, the insurance required to be maintained pursuant to this Article 4 (but in no event less frequently than annually), until the Liabilities secured hereby are paid in full, an insurance certificate signed by an independent insurance broker reasonably acceptable to the Secured Party describing in reasonable detail the insurance then carried.(or to be carried) on each item of Equipment. The Grantor shall cause such broker to agree to advise the Secured Party in writing at its address set forth in this Agreement, (i) promptly of any default in the payment of any premium and of any other act or omission on the part of the Grantor or otherwise of which such broker has knowledge and which, in such broker's opinion, might invalidate or render unenforceable, in whole or in part, any insurance on any item of Equipment, and (ii) at least thirty (30) days prior to the expiration or termination date of any insurance carried and maintained on any item of Equipment pursuant to this Article 4. The Grantor shall advise the Secured Party of any act or omission which might render insurance unenforceable in whole or in part. Section 1.19 Proceeds of Insurance. Any proceeds of insurance received by the Secured Party as a result of an Event of Loss with respect to the Aircraft, shal! be applied to reduce the Grantor's obligation to pay the Loss Value, if not already paid by the Grantor, or, if already paid by the Grantor, shall be paid over to the Grantor; provided, however, that if a Default or an Event of Default shall have occurred and be continuing, such proceeds shall be held by the Secured Party as security for the Liabilities or, at the Secured Party's option, applied to the payment of the Liabilities in such order as the Secured Party may from time to time elect. In the event of any damage to, or loss, theft or destruction of, the Aircraft by any cause whatsoever not involving an Event of Loss, all insurance proceeds in respect thereof shall be paid to the Grantor in trust for the repair and restoration of the Aircraft to good repair, condition and working order. Section 1.20 No Right to Self-Insure. Grantor shall not self-insure (by deductible, premium adjustment, or risk retention arrangement of any kind) the insurance required to be maintained hereunder, except to the extent of deductibles usually and customarily maintained by companies engaged in the same or similar business as Grantor and operating the same or similar aircraft. Grantor hereby irrevocably appoints Secured Party as Grantor's attorney-in-fact to file, settle or adjust, and receive payment of claims under any such insurance policy and to endorse Grantor’s name on any checks, drafts or other instruments in payment of such claims. Grantor further agrees to give Secured Sat eg eoetny Seeetner eel 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: (1) Grantor fails to pay any installment of principal or interest on the Promissory Note within ten (10) days after the same shall have become due and payable; (2) Grantor or any Guarantor becomes insolvent or makes an assignment for the benefit of its creditors; (3) a receiver, trustee, conservator or liquidator of Grantor or any Guarantor or of all or a substantial part of Grantor's or such Guarantor’s assets is appointed with or without the application or consent of Grantor or such Guarantor, respectively; (4) a petition is filed by or against Grantor or any Guarantor under any bankruptcy, insolvency or similar legislation; (5) Grantor or any Guarantor violates or fails to perform any provision of either the Form No.: AIR 02-501.802 Page 4 of 12 EFTA00151937

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Loan Documents or any other ian a am ‘tio agreement with Secured Party or any other party; (6) Grantor violates or fails to peter iS paid Aad aa Bek | ae dehy bah ei the Loan Documents; (7) any representation or warranty made herein or in any of the Loan Documents, certificates, financial statements or other statements furnished to Secured Party (or Secured Party's parent, subsidiaries or affiliates) shall prove to be false or misleading in any material respect as of the date on which the same was made; (8) Grantor makes a bulk transfer of furniture, fixtures or other equipment or inventory; (9) there is a material adverse change in Grantor's or any Guarantors financial condition; (10) Grantor merges or consolidates with any other corporation or entity, or sells, leases or disposes of all or substantially all of its assets without the prior written consent of Secured Party; (11) a change in control occurs in Grantor or any Guarantor; (12) the death or dissolution of Grantor or any Guarantor; (13) any of the liens created or granted hereby, or intended to be granted or created hereby, to Secured Party shall fail to be valid, first priority perfected liens subject to no prior or equal lien; or (14) an additional Lien attaches to the Equipment or the Equipment becomes subject to risk of seizure or forfeiture. Section 1.22 Remedies. The Grantor agrees, to the full extent that it lawfully may, that if one or more Events of Default shall have occurred and be continuing, then in every such case the Secured Party may exercise any or all of the rights and powers and pursue any and all of the remedies available to it hereunder or in any other Loan Document or available to a secured party under the Uniform Commercial Code or any other provision of law or equity; the Secured Party may declare the Promissory Note and all interest thereon and all Liabilities to be immediately due and payable; the Secured Party may exclude the Grantor from the Collateral; and the Secured Party may sell, assign, transfer and deliver, to the extent permitted by law, the Collateral or any interest therein, whether or not the Collateral is in the constructive possession of the Secured Party or the Person conducting the sale, at any private sale or public auction with or without demand, advertisement or notice (except as may be required by law) of the date, time and place of sale and any adjournment thereof, for cash or credit or other property, for immediate or future delivery and for such price or prices and on such terms and to such Persons as the Secured Party in its discretion may determine or as may be required by law; and the Secured Party may otherwise dispose of, hold or use the Collateral, or any part thereof, as the Secured Party in its sole discretion may determine, in each casé free and clear of any rights of the Grantor and without any duty to account to the Grantor with respect to any such action or inaction or for any proceeds with respect thereto. It is agreed that ten (10) 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 rights by directing payment to it of all monies payable under any agreement relating to the Collateral, by proceedings in any court of competent jurisdiction for an appointment of a receiver or for the sale of all or any 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 permitted by this Agreement or at law or by equity, and may file such proofs of claim or other papers or documents as necessary or advisable in order to have the claims of the Secured Party asserted or upheld in any bankruptcy, receivership or other judicial case or proceeding. In addition to the foregoing remedies, the Grantor shall be liable for any and all unpaid amounts due hereunder and under the other Loan Documents before, during and after the exercise of any of the foregoing remedies and for all reasonable legal fees and other reasonable costs and expenses of the Secured Party, including, without limitation, attorneys’ fees and legal expenses, incurred by reason of the occurrence of any Event of Default or the exercise of any remedies with respect thereto. Section 1.23 Remedies Cumulative. Each and every right, power and remedy herein specifically given to the Secured Party or otherwise in this Agreement or the other Loan Documents shall be cumulative and shall be in addition to every other right, power and remedy herein or therein specifically given or now or hereafter existing at law, in equity or by statute, and each and every right, power and remedy whether specifically herein or therein given or otherwise existing may be exercised from time to time and as often and in such order as may be deemed expedient by the Secured Party, and the exercise or the beginning of the exercise of any power or remedy shall not be construed to be a waiver of the right to exercise at the same time or thereafter any other right, power or remedy, No delay or omission by the Secured Party in the exercise of any right, power or remedy or in the pursuit of any remedy shall impair any such right, power or remedy or be construed to be a waiver of any default on the part of the Grantor to be an acquiescence therein. Section 1.24 Grantor's Waiver of Rights. 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 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 Ev f Default. All payments received and amounts realized by the Secured Party with respect to the Collateral after an Event of Default shall have occurred and be continuing (whether realized from the exercise of any remedies pursuant to this Article 5 or otherwise), as wel] 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: - First, so much of such payments and amounts as shall be required to pay the expenses paid by the Secured Party pursuant to this Article 5 (to the extent not previously 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 Indemnified Party; Third, so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid principal amount of the Loan, the accrued but unpaid interest thereon to the date of distribution, indemnification for funding losses, if any, and all other Liabilities, shall be paid to the Secured Party; such payments or amounts to be applied to the amounts so due, owing or unpaid in such order of application as the Secured Party may from time to time elect; and Fourth, the balance, if any, of such payments or amounts remaining thereafter shall be paid to the Grantor. Form No.: AIR 02-501.802 Page 5 of 12 EFTA00151939

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Section 1.27 Sue Faby cement Op agers Ry y drult payhentSr th4Loan beyond any applicable grace period, then, regardless of whether Secured Party may proceed to enforce the payment of the Loan. The Grantor agrees that, in the case of any default in the payment of the Loan, it will pay the Secured Party such further amount as shall be sufficient to pay the costs and expenses of collection, including reasonable attorneys’ fees and expenses. ARTICLE 6. REP! TI D WA E! Section 1.28 Representations, Warranties and Covenants of Grantor. Grantor represents, warrants and covenants that: (a) Grantor (i) is, and will remain, duly organized, existing and in good standing under the laws of the State set forth in the preamble of this Agreement, (ii) has its chief executive offices at the location set forth in such paragraph, (iii) is, and will remain, duly qualified and licensed in every jurisdiction wherever necessary to carry on its business and operations, and (iv) is and will continue to be a “citizen of the United States”, within the meaning of the Title 49, Subtitle VII of the United States Code, as amended and recodified, and the regulations thereunder so Jong as any Liabilities are due to Secured Party under the Loan Documents; (b) Grantor has full power, authority and legal right to enter into, and to perform its obligations under, each of the Loan Documents and has full right and lawful authority to grant the security interest described in this Agreement; , (c) The Loan Documents have been duly authorized, executed and delivered by Grantor and constitute legal, valid and binding agreements enforceable under all applicable laws in accordance with their terms, except to the extent that the enforcement of remedies may be limited under applicable bankruptcy and insolvency laws; (d) No approval, consent or withholding of objections is required from any governmental body, agency, authority or instrumentality or any other entity with respect to the entry into, or performance by, Grantor of any of the Loan Documents, except such as have already been obtained; (c) 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 Joan, credit agreement, or other agreement or instrument to which Grantor is a party; ( 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; ) If at 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 at its own expense shall immediately register the Aircraft in its name with the FAA and, so long as any Liability is due to Secured Party, Grantor shall not impair such registration or cause it to be impaired, suspended or cancelled, nor register the Aircraft under the laws of any country except the United States of America; (k) Grantor shall promptly notify Secured Party of any facts or occurrences which do or, by passage of time or otherwise, will constitute a breach of any of the above warranties and covenants; tu} Each Engine is greater than 750 rated take-off horsepower; (m) Grantor will furnish to Secured Party (a) as soon as available, but in any event not later than 120 days’ after the end of each fiscal year of Grantor, a consolidated balance sheet of Grantor as at the end of such fiscal year, and consolidated statements of income and changes in financial position of Grantor for such fiscal year, all in reasonable detail, prepared in accordance with generally accepted accounting principles applied on a basis consistently maintained throughout the period involved and certified by Grantor’s chief financial officer; and (b) promptly, such additional financial and other information as Secured Party may from time to time reasonably request. (n) Grantor has accepted the Aircraft; (0) Without Secured Party's prior written consent, Grantor will not sell, convey, transfer, exchange, lease or otherwise relinquish possession or dispose of any Collateral or attempt or offer to do any of the foregoing. . ARTICLE 7. SECURITY INTEREST ABSOLUTE Section 1.29 Security Interest Absolute. All rights of the Secured Party and the security interests granted to the Secured Party hereunder, and all obligations of the Grantor hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of any Loan Document; (b) the failure of the Secured Party to Form No.: AIR 02-$01.802 : Page 6 of 12 EFTA00151941

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(i) gu any claim or “Be then he angiomas rsibty rerfdy Spainst the Grantor or any other Person under the provisions of . : Lodi etme dany umeht or 1S€; OF (ii) to exercise any right or remedy against any guarantor of, or collateral securing, any of the Liabilities; (c) ° any change in the time, manner or place of payment of, or in any other term of, all or any of the Liabilities or any other extension, compromise or renewal of any of the Liabilities; (d) any reduction, limitation, impairment or termination of any of the Liabilities for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Grantor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any of 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; wo any addition, exchange, release, surrender or nonperfection of any collateral (including the Collateral), or any amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Liabilities; or (g) any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, the Grantor, any surety or any guarantor. ARTICLE 8. MI: Section 1.30 GOVERNING LAW. THIS AGREEMENT IS BEING DELIVERED IN THE STATE OF NEW YORK. THIS AGREEMENT, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, SHALL IN ALL RESPECTS BE GOVERNED BY, AND BE CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES. Section 1.31 Notices. Unless otherwise expressly specified or permitted by the terms hereof, all communications, consents and notices provided for herein shall be in writing and shall be, if by telegram or telecopier, deemed to have been given when sent (with electronic confirmation, if sent by telecopier), and if mailed, shall be deemed to have been given three (3) business days after the date sent by registered or certified mail, postage prepaid, to the addresses specified on the signature pages hereof or at such other addresses as may be specified by written notice to the parties hereto. Section 1.32 m Claims. Nothing in this Agreement, whether express or implied, shall be construed to give to any Person other than the Grantor snd ‘the Secured Party any legal or equitable right, remedy or claim under or in respect of this Agreement or any other Loan Document. Section 1.33 Severability of Invalid Provisions. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such provision, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Section 1.34 Benefit of P: Successors and Assigns; Entire Agreement. All representations, warranties, covenants and agreements contained herein or delivered in connection herewith shall be binding upon, and inure to the benefit of, the Grantor and the Secured Party and their respective legal representatives, successors and assigns; provided, however, that the Grantor may not assign its obligations hereunder. This Agreement, together with the other Loan Documents, constitute the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior understandings and agreements of such parties. Section 1.35 Further Assurances. At any time and from time to time, upon the request of the Secured Party, the Grantor shall promptly and duly execute and deliver any and all such further instruments and documents as may be specified in such request, and as are necessary or desirable to perfect, preserve or protect the security interests and assignments created or intended to be created hereby, or to obtain for the Secured Party the full benefit of the specific rights and 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 1.36 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 1.37 Indemnity. The Grantor agrees to indemnify the Secured Party from and against any and all claims, losses and liabilities arising out of or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except claims, losses or liabilities resulting from the Secured Party’s gross negligence or willful misconduct. Section 1.38 Amendments. Neither this Agreement, nor any of the terms hereof, may be terminated, amended, supplemented, waived or modified orally, but only by an instrument in writing which is signed by the party against whom the enforcement of the termination, amendment, supplement, waiver or modification is sought. Section 1.39 Consent to Jurisdiction. To induce the Secured Party to accept this Agreement, the Grantor irrevocably agrees that, subject to the Secured Party's sole and absolute election, ALL ACTIONS OR PROCEEDINGS IN ANY WAY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL BE LITIGATED IN COURTS HAVING SITUS IN ALBANY, NEW YORK. THE GRANTOR HEREBY CONSENTS AND SUBMITS TO THE JURISDICTION OF ANY COURT LOCATED WITHIN ALBANY, NEW YORK, WAIVES PERSONAL SERVICE OF PROCESS UPON THE GRANTOR, AND AGREES THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE BY REGISTERED MAIL DIRECTED TO THE GRANTOR AT THE ADDRESS STATED ON THE SIGNATURE PAGE HEREOF AND SERVICE SO MADE WILL BE DEEMED TO BE COMPLETED UPON ACTUAL RECEIPT, Section 1.40 Waiver of Jury Trial. THE GRANTOR AND THE SECURED PARTY EACH WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO .ENFORCE OR DEFEND ANY RIGHTS (a) UNDER THIS AGREEMENT OR ANY LOAN Form No.: AIR 02-501.802 Page 7 of 12 EFTA00151943

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t Form No.: AIR 02-501.802 Page 8 of 12 DOCUMENT OR ANY RELA’ ENQ INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR, WHICH MAY LETHE YUTOREGE Q5, UEDEN) AND amano WITH THIS 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 recodified at 49 U.S.C. § 44101 et seq. “Agreement”, “this Agreement”, “hereby”, “herein”, “hereof”, “hereunder” or other like words means this Aircraft Security Agreement, as it may be amended, modified or supplemented from time to time. “Aircraft” shall mean the Airframe together with the Engine(s), whether or not such Engine(s) are installed on the Airframe or any other airframe. “Airframe” shall mean (A) the one (1) 2001 Bell Helicopter Model 430 (excluding, however, the Engine or engines from time to time installed thereon) having the United States Registration Number and manufacturer’s serial number specified on Schedule | attached hereto, (B) any and all avionics, appliances, instruments, accessories 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 (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 S: y or Sunday on which the banks are open for business in Albany, New York. “Bill of Sale” means, the Bill of Sale dated by Seller (“Seller”) to the Grantor with respect to the Aircraft, as it may be amended, modified or supplemented from time to time. “Closing Date” means the date on which the Secured Party makes the Loan to Grantor pursuant to the Promissory Note. “Collateral” shall have the meaning set forth in Section 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 set forth in Section 7 of the Promissory Note. “Engine” shall mean 2 each of the Allison 250-C40B having the manufacturer’s serial number specified on Schedule 1 attached hereto (which engine(s) have more than 750 rated takeoff horsepower or the equivalent of such horsepower), whether or not from time to time installed on the Airframe or any other airframe, (2) any replacement engine which may from time to time be substituted for the Engine pursuant to the terms of the Agreement, and (3) in either 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. “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 part of the Aircraft. “FAA” means the United States Federal Aviation Administration or any governmental Person, agency or other authority succeeding to the functions of the Federal Aviation Administration. “Government” means the federal government of the United States of America or any instrumentality or agency thereof. EFTA00151945

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EFTA00151946

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“Guarantor” means indivigjally Gd cfplectifyly, ty euffantofpr Géntor pbligafions Awed to Secured Party. “Incorporated in” means incorporated, installed in or attached to or otherwise made a part of. “Indemnified Parties” means the Secured Party and its successors, assigns, transferees, directors, officers, employees, shareholders, servants and agents. “Liabilities” has the meaning given in Section 1.1. “Lien” shall mean any mortgage, pledge, lien, charge, encumbrance, lease or security interest or any claim or exercise of rights affecting the title to or any interest in property. “Loan Documents” means the Promissory Note, the Guaranty and this Agreement. “Loss Value” means 100% of the amount necessary to pay in full, as of the date of payment thereof, the principal and accrued interest on the Loan plus any prepayment premium. “Parts” means all appliances, parts, components, instruments, appurtenances, accessories, furnishings and other equipment of whatever nature (other than a complete engine or engines) whether now owned or hereafter acquired which may from time to time be incorporated in the Airframe or any Engine (and “Part” 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 referred to in clauses (a) and (b) of Section 1.3. “Person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof. “Promissory Note” means that certain Aircraft Promissory Note by Grantor as maker in favor of Secured Party of even date in the amount of $3,300,000.00. “Purchase Agreement” means the Aircraft Sales Agreement dated October 15, 2003, between Seller, and Grantor as Buyer, as it may be amended, modified or supplemented from time to time. “Records” means the records, logs and other material described in Section 1.5. “Seller” means Warner Communications Inc., Time Warmer Inc., Home Box Office, Inc., New Line Cinema Corporation, Time 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 Life Inc., and Wells Fargo Bank Northwest, National Association, as Trustee of the Time Warner Entertainment Company L.P. Trust, (collectively known as “Seller”). “UCC” or “Uniform Commercial Code” means the Uniform Commercial Code as in effect in any applicable jurisdiction. Form No.: AIR 02-501.802 Page 9 of 12 EFTA00151947

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EFTA00151948

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- > 90000902448 IN WITNESS WHEREOF, the parties have cach executed this Aircraft Security Agreement, as of the date set forth above. GRANTOR: x Nai Title! Address: vf 4 _ Attention: Wik state or Ca (Erna ) )ss.: COUNTY OF LO Ana? leg) On this oe (Day) day of November, 2003, before me the subscriber personally a ppeared duly sworn, did depose and say; that (s) he resides at [95 Poe {2§ _ County, State of UG; that (s) he ita Mfr a of RL Aviat Ta” Lah, the corporation described in and which executed the foregoing instrument; Directors of ‘said corporation. , who being by me My Commission Expires: Fabrus “ 9 a5 Form No.: AIR 02-S01,802 Page 10 of 12 EFTA00151949

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EFTA00151950

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00900900 OsedirePrany:4 9 KEY CORPORATE CAPITAL INC., acting thi By: Name: Title: Address: lin Bivd. Superior, CO 80027 Altention: Julie A McAllister Telecopier: 720-304-1470 STATE OF a daAIO , a ) ss.: COUNTY OF ) On this \ “| ) day of Noyember, 2003, before me the subscriber personally appea: nald Davis, who being by me duly sworn, did depose and say; that he resides at AWE i County, State of Colorado: that he is a \ of Key Corporate Capital Inc., the corporation described in and which executed the foregoing instrument; and that he signed his name thereto by order of the Board of Directors of said coy N My Commission Expires: row 30, Woo | ~ Form No.: AIR 02-501.802 Page 11 of 12 EFTA00151951

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EFTA00151952

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poo0000 24,5 ° Airframe Make and Model: United States Registration Number: Airframe Manufacturer's Serial Number: Engine Make and Model: Engine Manufacturer's Serial Numbers: AVIONICS: Additional Equipment Features Interior: Cockpit Features: Form No.: AIR 02-501.802 RL AVIATION, LLC 1 2001 Bell 430 Helicopter N74RP to become N90IRL 49078 2 Allison 250-C40B 844167 and 844169 Honeywell IHAS8000 system with KMD850, ART2000 and KTA870 TAS Mark XXII EGPWS Honeywell GNS-XLS enhanced with AFIS ELT-100-406 ELT with GPS Interface BF Goodrich WX-500 Stormscope System Secondary Transcal SS120 Blind encoder MST67A Secondary Transponder System " Shadin ADC-2000 System AFCS w/Flight Director and 4-tube EFIS VHF Comm#! and #2 ADF AC Inverter #2 DME Transponder Avionics Master Switch Nav #1 and #2 Gold Crown Harness Radar Altimeter Standby Attitude Indicator Environmental Control System Spirent Cabin Information Display System with 6.4” Monitor Aux. Fuel Provisions and Tank Dual Controls Particle Separator Snow Baffles Co, Pilot wheel and Brakes ICS Retractable Landing gear Heated bird proof windshield Emergency Floats Baker Chime/Page M3071 System for Cabin Cabin ICS and Paging System - 5 aft positions Cabin AnYFnvCD Entertainment System with IR Remote Control and Touch Control Panels Four Cabin speakers Cabin mounted temperature controls (included with stereo system controls) Cellular telephone with front and rear handsets — analog/digital with cockpit ICS ‘and cabin/cockpit call light feature Passenger door activated lights Strobe lights on aircraft belly Main and tail rotor recognition lights Pulsating forward recognition lights 120v ac cabin outlets (2) 250 VA inverter (laptop power) Rechargeable flashlights (2) 6 passenger interior with 3 forward facing seats and 3 aft facing seats. Cabin floor carpet plus | spare Mechanically operated limo window Custom wood finish trim on doors, limo window and vertical tunnel. Gold plated cabin hardware Cabin Fire extinguisher Refreshment Center Baggage Floor Protector Cockpit kick plates Bose Series X headsets for crew plus ! spare Cockpit map case Sheepskin covers for crew positions Cockpit storage pockets Rosen Sunvisors, Pilot and Co-Pilot Page 12 of 12 EFTA00151953

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~- EFTA00151954

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Li: 55645 Ls#: 8800023147 THIS IS A CERTIFICATE ACKNOWLEDGING ACCEPTANCE OF THE EQUIPMENT FOR PURPOSES OF THE BELOW-REFERENCED LOAN DOCUMENTS. THIS IS NOT A DELIVERY RECEIPT. Borrower Acknowledgment (Certificate of Acceptance) All the items of Equipment covered by a Promissory Note dated as of November adh. 2003 by the undersigned in favor of Key te Capital Inc., acting through its division Key Equipment Finance ("KEF”) in connection with an Aircraft Security Agreement dated as of Novemberayy , 2003 between KEF, as Secured Party, and the undersigned, as Grantor (collectively, the “Loan Documents”): (a) were received by the undersigned, (b) are satisfactory to the undersigned in all respects and are acceptable to the undersigned for financing under the Loan Documents, (c) are suitable for the undersigned's purposes, (d) are in good order, repair and condition, (e) have been installed and operate properly, and (f) are subject to all of the terms and conditions of the Loan Documents. Dated: \\-a5-03 RLA’ 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 shall together constitute but one and the same instrument. Nam NN Farm No.; AIRO2-502 203 EFTA00151955

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EFTA00151956

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; -—— . FORM APPROVED OMB No. 2120-0042 ~ ““UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION-MIKE MONRONEY AERONAUTICAL CENTER AIRCRAFT REGISTRATION APPLICATION UNITED STATES REGISTRATION NUMBER N 74RP BELL 430 49078 TYPE OF REGISTRATION (Check one box) CERT. ISSUE DATE DW OEC2 3 2003 FOR FAA USE ONLY C +. Individual) 2. Partnership £33. Corporation [) 4. Co-owner [] 5. Govt. () 8. on Citizen NAME OF APPLICANT (Person(s) shown on evidence of ownership. If individual, give last name, first narne, and middie initial.) R L AVIATION, LLC. TELEPHONE NUMBER: (218), SB2B—-5367 ADDRESS (Permanent mailing address for first applicant listed.) rarer an avon: iS Rural Route: PO. Box: city ZIP CODE Westlake Village 91362 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 talse or dishonest answer to any question in this application may be grounds for punishment by fine and / or imprisonment (U.S. Code, Title 18, Sec. 1001). CERTIFICATION Oo WWE CERTIFY: (1) That the above aircraft is owned by the undersigned applicant, who is a citizen (including corporations) of the United States (For voting trust, give mame of trustee: CHECK ONE AS APPROPRIATE: a. C2 A resident alien, with alien registration (Form 1-151 or Form 1-551) No. b. 1 A non-citizen corporation organized and doing business under the laws of (state) and said aircraft is based and primarily used in the United States. Records or flight hours are available for imspection st (2) That the aircraft is not registered under the laws of any foreign country; and (3) That legal evidence of ownership is attached or has been filed with the Federal Aviation Administration. NOTE: !f executed for co-ownership all applicants must sign. Use reverse side if necessary. & g28 NOTE Pending receipt of the Certificate of Aircraft Registration, the aircraft may be operated for a period not in excess of 90 days, during which time the PINK copy of this application must be carried in the aircraft. . EFTA00151957

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VINOHV 10 ST TL Wd S2 NON e002 ua HOLLYULSIS Sa LAVUOUY vv Bis Gas EFTA00151958

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> - i = 2 ree ees ee menerennes ~ IT031695 UNITED STATES OF AMERICA i U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION: rere j AIRCRAFT BILL OF SALE oOLY TANCE i FOR AND IN. CONSIDERATION OF $ 1.00+0.v.c. _THE UNDERSIGNED CO- fORDED i OWNERS OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: H SauTED BTAVES N 08 DES 25 AN 9.37 i REGISTRATION NUMBER H 74RP AVIATION i AIRCRAFT MANUFACTURER & MODEL Ath i TRATION i Bell 430 i AIRCRAFT SERIAL No. | 49078 DOES THIS + pay oF YN) (TU, November, 2003, HEREBY SELL, . TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS De iat Win be Tig Stock i IN AND TO SUCH AIRCRAFT UNTO: FOR FAA USE ONLY H R | Rb Aviation, LLC H H A E H i OEALER CERTIFICATE NUMBER H AND TO ITS _SUCCESSORS AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND! WARRANTS THE TITLE THEREOF. i IN TESTIMONY WHEREOF WE § HAVESET OUR — HANDAND SEAL THIS DAY OF November, 2003. bhi td CHD ~ 0.3324 13/6507 “9 4s. 11/2s]o3 EFTA00151959

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VNOHVINO ALO VHIOAV TNO G1 T Ud S2 NON bil EFTA00151960

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90000002432 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. | of each of the above corporations EFTA00151961

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way Tyo WHORY ! AiId ¥ gt t yd Se Non tw? s pereouly yy G3 Ns EFTA00151962

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9000090902 43.3 AIRCRAFT BILL OF SALE Bell 430 model G-V aircraft, MSN 49078, N74RP AMERICA ONLINE, INC. TIME WARNER BOOK GROUP INC. By: Name Title: Vice President of and on behalf of each of the above corporations EFTA00151963

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WISCHY THO GI T Ud S2 NON tia YS NOLWVULSISA: LSvuoUly VVd HLA Gas EFTA00151964

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90000002 43.4 aan AIRCRAFT BILL OF SALE Bell 430 model G-V aircraft, MSN 49078, N74RP TIME INC, TIME LIFE INC. By: N Title: Vice President of and on behalf of each of the above corporations EFTA00151965

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VNOHVTN0 Lid WOT IO ET T Ud S2 NON Cit Ud HOULVELSIOIY LSveoUly ¥¥4 HLM G34 -% ~- EFTA00151966

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90000902435 AIRCRAFT BILL OF SALE Bell 430 model G-V aircraft, MSN 49078, N74RP TIME WARNER ENTERTAINMENT COMPANY, L.P. TRUST By: WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, not in its individual capacity, but solely as Trustee EFTA00151967

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YANCHYTNO ALO 0 ET T Wd $2 NON gig HO NOUVULSigay Le oulY SU L:¥uoul VVA HUM G3 ig EFTA00151968

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. . FORM APPROVED UNITED STATES OF AMERICA DEPAR F THGNSPORTATION AE CENTER 2 DEPA Oo } 6) ly aboaattncctet nar APPLICATION CERT. ISSUE DATE J NOV 52003 ! REGISTRATION NUMBER N 74RP AIRCRAFT MANUFACTURER & MODEL Bell 430 AIRCRAFT SERIAL No. 49078 FOR FAA USE ONLY TYPE OF REGISTRATION (Check one box) C2 1. Individual () 2. Partnership [] 3. Corporation i} 4. Co-owner [J 5. Govt. (] 8. NomCitizen NAME OF APPLICANT (Person(s) shown on evidence of ownership. If individual, give last name, first name, and middie initial.) Warner Communications inc. and. thev»vother @ =; . 12-co-owners listed on the Addendum attached hereto TELEPHONE NUMBER: ZIP CODE New York 10019-6908 oO 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 faise or dishonest answer to any question in this application may be grounds for punishment by fine and/or imprisonment (U.S. Code, Title 18, Sec. 1001). CERTIFICATION UWE CERTIFY: (1) That the above aircraft is owned by the undersigned applicant, who is a citizen (including corporations) of the United States. (For voting trust, give name of trustee: — CHECK ONE AS APPROPRIATE: a. (9 A resident alien, with alien registration (Form 1-151 or Form 1-551) No. ___ — b. (— A norcitizen corporation organized and doing business under the laws of (state) and said aircraft is based and primarily used in the United States. Records or flight hours are available for inspection at $< (2) That the aircraft is not registered under the laws of any foreign country; an (3) That legal evidence of ownership is attached or has been filed with the Federa! Aviation Administration. ip all applicants must sign. Use reverse side if necessary. Sr. TLE Vice President of | DATE po Warner Communications] Inc. ignature pages Of the| remaining SIGNATURE TITLE DATE NOTE Pending receipt of the Certificate of Aircraft Registration, the aircraft may be operated for a period not in excess of 90 days, during which time the PINK copy of this application must be carried in the aircraft AC Form 8050-1 (12/90) (0052-00-628-9007) Supersedes Previous Edition EFTA00151969

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VNOHVINO = ~~ ers ALID-V¥M BY Tyo ~ arate. us NOlLYatsi9: > (oly 3 XEH OR a eos ~~. = “mers e * ee a a —— VV4 Hepa Ge “8 i ho. "et EFTA00151970

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v 0000860 )->7+4 UGOXDOR GH Addendien 1A 1 0 AIRCRAFT REGISTRATION APPLICATION Bell model 430 aircraft, MSN 49078, N74RP NAMES OF ADDITIONAL APPLICANTS: 10. 11. 12. 12918111 Time Warner Inc. Home Box Office, Inc. New Line Cinema Corporation Time 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 \nc. Time Life Inc. Wells Fargo Bank Northwest, National Association, as Trustee of the Time Warner Entertainment Company L.P. Trust EFTA00151971

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co Cc EFTA00151972

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AIRCRAET REGIST: ICATION -U OQ Qa O.. Bell. 430. * air¢raft,, MSN 49078, N74RP vo00000bO411 TIME WARNER INC. HOME BOX OFFICE, INC. NEW LINE CINEMA CORPORATION TIME WARNER CABLE INC. TIME WARNER INTERACTIVE VIDEO GROUP INC. d/b/a MYSTRO TV TURNER BROADCASTING SYSTEM, INC. WARNER BROS. ENTERTAINMENT INC. By: Na Title: Senior Vice President of and on behalf of each of the above corporations EFTA00151973

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U VNOHYT ALID vivo: oe 10 Bue. he +90 bf? oc © uy 2 198 toh , on Vy EFTA00151974

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vedo00001 921 v Deer Ar testa PtoMapbuiearion Bell 430 .. aircraft, MSN 49078, N74RP TIME INC. TIME LIFE INC. each of the above corporations EFTA00151975

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VAOHYTy9 A“! VHONY Tyg go & 8 WY h2 190 Ego OHO Eos, V¥s ALI C24; EFTAQ0151976

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v0000 06 0 | #22 . P 1 3 U 0 OaRcrrrPretideAon APPLICATION Bell 430. “.": ~' aircraft, MSN 49078, N74RP AMERICA ONLINE, INC. TIME WARNER BOOK GROUP INC. By: Name: Title: Vice President of and on behalf of each of the above corporations EFTA00151977

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EFTA00151978

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Uu'O0 Dp ny - AIRCRAFT. Beegisgd iON ARPLICATION U O BeiQ30) - reraft, 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 EFTA00151979

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EFTA00151980

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voeagoo00 | Pe ie a ‘ 000 2, Ben um 4 1S AIRCRAFT REGISTRATION APPLICATION Bell model 430 aircraft, MSN 49078, N74RP NAMES OF ADDITIONAL APPLICANTS: 1. Time Warner Inc. 2. Home Box Office, Inc. 3. New Line Cinema Corporation 4. Time Warner Cable Inc. 5. Time 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 \MC. | 11. Time Life Inc. 12. Wells Fargo Bank Northwest, National Association, as Trustee of the Time Warner Entertainment Company L.P. Trust 12918111 or EFTA00151981

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\- Noes ea? og & WY 02 | 100 tit ~~ EFTA00151982

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yy eS ° aan ere. U U s Ww voogcgnco0 404 J004536 UNITED STATES OF AMERICA ‘ U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE CONVEYANCE FOR AND IN CONSIDERATION OF $ 1.00+0.v.c. _THE UNDERSIGNED CO- RECORDED , “OWNERS OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: “UNITED STATES 2003 NOI REGISTRATION NUMBER A] 7A Rp US AM 8 45 AIRCRAFT MANUFACTURER & MODEL EDERAL A Belll 430 To; ‘oh AIRCRAFT SERIAL No 49078 porstHis Zo payor October, 2003, HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS be Not Write in This Block IN AND TO SUCH AIRCRAFT UNTO: FOR FAA Wak ONLY s Fa The /3 co-owners named on the Addendum attached hereto QamMnrrowAcnd DEALER CERTIFICATE NUMBER ANDTO_ 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 SIGNATURE(S) NAME(S) OF SELLER TITLE (TYPED OR PRINTED) (IN INK) (IF EXECUTED (TYPED OR PRINTED) Warner Communications Inc. AND THE OTHER SELLERS NAMED ON THE SIGNATURE PAGES ATTACHED HAND AND SEAL THIS 20 DAY OF October, 2003. Senior Vice President ommeremo (ep eabs aa DH Ow PR 1288867.1 C.F CH pety vo Cad fo [pe eo - - EFTA00151983

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EFTA00151984

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oO 7T 4 soe es UAOOVIAAGY u O00 9 090405 ) 0 CG Addendum to AIRCRAFT BILL OF SALE Bell model 430 aircraft, MSN 49078, N74RP NAMES OF PURCHASERS: 1. Warner Communications Inc. 2. Time Warner Inc. 3. Home Box Office, Inc. 4. New Line Cinema Corporation ‘5. Time Warner Cable Inc. 6. Time Warner Interactive Video Group inc. 7. Turner Broadcasting System Inc. 8. Warner Bros. Entertainment Inc. 9. America Online, Inc. 10. Time Warner Book Group Inc. ll. Time \uc. 12. Time Life Inc. 13. Wells Fargo Bank Northwest, National Association, as Trustee of the Time Warner Entertainment Company L.P. Trust 12823191. EFTA00151985

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ac ¢ WY O2 190 tte oe TOU 3 EFTA00151986

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U U- 7 90000 }-yT> v0oogo0ngco0 400 AIRCRAFT BILL OF SALE Bell model 430 aircraft, MSN 49078, N74RP _-TIME WARNER INC. (formetty AOL Time WaraarInc,) 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 By: N on behalf of each of the above corporations EFTA00151987

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VNOHYTy9 | ALlO YROEVIy9 ag & Wb 02 ae 42 8 WY 42 190 ggg 7 ug NOILY eto} 7}, 24 Lvyoury _ V¥d Hi CVi4 1y VV v3 EFTA00151988

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uv 00090 6 0,;+¢+s— veoooncnogd/ AIRCRAFT BILL OF SALE Bell model 430 aircraft, MSN 49078, N74RP - TIME INC. BOOK-OF-THE-MONTH CLUB, INC. ENTERTAINMENT WEEKLY INC. . TIME LIFE INC. WARNER PUBLISHER SERVICES INC. SOUTHERN PROGRESS CORPORATION TIME INC. VENTURES NEW CHAPPELL INC, LITTLE, BROWN AND COMPANY (INC.) By: Nam Title: Vice President of and on behalf of each of the above corporations EFTA00151989

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VHOHY1NO ITE TNO ALIOVROHVTYO gig ceva £2 8 WY h2 190 Gwe UY 02 129 EN US HOMYeLoi9su Lavuouy a V¥4 HLM G2 114 SE oe to EFTA00151990

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et vg 000 0 0] -9-+7 voooodcscao 4d 3 AIRCRAFT BILL OF SALE Bell model 430 aircraft, MSN 49078, N74RP . AMERICA ONLINE, INC. By: Name; Title: EFTA00151991

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EFTA00151992

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ATTORNEYS AND COUNSELORS AT LAW 100 Years - 1902 - 2002 ‘O) CROWE&DUNLEVY July 15, 2003 HAND DELIVERED Pup BH uk 15 208 Federal Aviation Administration FAA Aircraft Registry Oklahoma City, Oklahoma 73125 Attention: Central Records Re: Request for a Duplicate Certificate Ladies and Gentlemen: Acting on behalf of our clients, AOL Time Warner, Inc., Warner Bros. Records, Inc., IVY Hill Corp., Atlantic Recording Corp., Entertainment Weekly, Inc., Southern Progress Corp., Warner Music Group, Inc., New Chappell, Inc., Warner Elektra Atlantic Corp., Time Inc. Ventures, Warner Bros. Entertainment, Inc., Home Box Office, Inc., America Online, Inc., Turner Broadcasting System, Inc., Time Warner Companies, Inc. Warner Communications, Inc., American Television and Communications Corp., Time Warner Cable, Inc., HBO Direct, Inc., Time Warmer Cable Holdings, Inc., Time, Inc., Little Brown and Company, Inc., Book of the Month Club, Inc., Time 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 $2.00 in payment of the fees involved with this transaction. Once the Certificate has been issued, please send it to the attention of the undersigned in the Public Documents Room. Thank you for your prompt attention in this matter. If you have any problems or questions, immediately contact the undersigned at 031961301402 $2.00 07/15/2003 www.crowedunievy.com EFTA00151993

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EFTA00151994

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FORM APPROVED UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINOSTRATION-MIKE MOMRONEY CENTER _ AIRCRAFT REGISTRATION APPLICATION CERT. ISSUE DATE UNITED STATES REGISTRATION NUMBER 74RP AIRCRAFT MANUFACTURER & MODEL May 2 AIRCRAFT SERIAL No. 49078 FOR FAA USE ONLY | TYPE OF REGISTRATION (Check one box) C 1. Individual (J 2. Partnership [[] 3. Corporation £& 4. Co-owner (1) 5. Gov't. [) 8. ponciuzen NAME OF APPLICANT (Person(s) shown on evidence of ownership. if individual, give last name, first name, and middle initial.) | The 27 co-owners listed on Addendum No. 1 attached hereto TELEPHONE NUMBER: ( ADDRESS (Permanent mailing address for first applicant listed.) cIry - STATE — ZIP GODE | New York New York 10019-6908 oO CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Read the following statement before signing this application. This portion MUST be completed. A false or dishonest answer to any question in this application may be grounds for punishment by fine and/or imprisonment (U.S. Code. Title 18, Sec. 1001). CERTIFICATION CERTIFY: (1) That the above aircraft is owned by the undersigned applicant, who is a citizen (including corporations) of the United States. (For voting trust, give name of trusteo: » or: CHECK ONE AS APPROPRIATE: a. () A resident alien, with alien registration (Form 1-151 or Form 1-551) No. b. [) A non-citizen corporation organized and doing business under the laws of (state) and said ‘ slrora® ln based and peimaitiy used in the United States. Records or flight hours are available for inspection at (2) That the aircraft is not registered under the laws of any foreign country; and (3) That tega!l evidence of ownership is attached or has been filed with the Federal Aviation Administration. NOTE: If executed for co-ownership all applicants must sign. Use reverse side if necessary. TYPE OR PRINT NAME BELOW SIGNATURE SIGNATURE TITLE See Addendum No. 2 attd ched hereto Mart $ > = | SIGNATURE a 2D0 _— fe NOTE Pending receipt of the Certificate of Aircraft Registration, the aircraft may be operated for a period not in excess of 90 days, during which time the PINK copy of this application must be carried in the aircraft. AC Form 8050-1 (12/90) (0052-00-628-9007) Supersedes Previous Edition CHrret CD 0309 199 BEEF ALIS, Y¥ EFTA00151995

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WHOHY TXO ALIO Wit H “92 6 WY 1 Udb £0: ea MoiLy BASS Wadd ey er 5” EFTA00151996

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909909979 792 AIRCRAFT REGISTRATION APPLICATION Bell model 430 aircraft, MSN 49078, N74RP Addendum No. 1 NAMES OF APPLICANTS: 1. AOL Time Warner Telephone Number: 2. America Online, In Telephone Number: 3. Turner Broadcastin Telephone Number: 4. Time Warner Comp} Telephone Number: 5. Warner Communic Telephone Number: 6. American Televisio: Telephone Number: ns Corporation 7. Time Warner Cable Telephone Number: 8. HBO Direct, Inc. Telephone Number: 9. Time Warner Cable Telephone Number: 10.‘ Time Inc. Telephone Number: ll. _ Little, Brown and C Telephone Number: 12. Book-of-the-Month | Telephone Number: 13. WEA Manufacturin Telephone Number: EFTA00151997

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RO VHOHY THO 92 6 WW T dd £0. SH nOUVSELsiaad EFTA00151998

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AIRCRAFT REGISTRATION APPLICATION | Bell model 430 aircraft, MSN 49078, N74RP Addendum No. 1 14. Warner Bros. Record Telephone Number: 15. Ivy Hill Corporation Telephone Number: 16. Atlantic Recording C Telephone Number: 17. Entertainment Weekl Telephone Number: 18. Time-Life Inc. Telephone Number: 19. Warner Publisher Se Telephone Number: 20. Southern Progress C Telephone Number: 21. Warner Music Group Telephone Number: 22. Warner/Chappell Mu: Telephone Number: 23. | New Chappell Inc. Telephone Number: | 24. Warner-Elektra-Atla Telephone Number: 25. Time Inc. Ventures Telephone Number: 26. Warner Bros. Enterta Telephone Number: 27. Home Box Office, In Telephone Number: 1224788.1 2 EFTA00151999

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EFTA00152000

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ry é f f ; 0, AikcRAFT REGISTRATION 2epticaTIoN Bell model 430 aircraft, MSN 49078, N74RP Addendum No. 2 AOL TIME WARNER INC. TIME WARNER COMPANIES, INC. WARNER COMMUNICATIONS INC. AMERICAN TELEVISION AND COMMUNICATIONS CORPORATION WARNER MUSIC GROUP INC. WARNER/CHAPPELL MUSIC, INC. WARNER BROS. RECORDS INC. ATLANTIC RECORDING CORPORATION WARNER-ELEKTRA-ATLANTIC CORPORATION WEA MANUFACTURING INC. HBO DIRECT, INC. TIME WARNER CABLE HOLDINGS INC. IVY HILL CORPORATION Title: Senior Vice President of4nd on behalf of each of the above corporations EFTA00152001

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EFTA00152002

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AIRCRAFT REGISTRATION APPLICATION Bell model 430 aircraft, MSN 49078, N74RP Addendum No. 2 AMERICA ONLINE, INC. EFTA00152003

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EFTA00152004

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S£90900979,4 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: x Title: Vice President of and on behalf of each of the above corporations EFTA00152005

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EFTA00152006

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09099008079 7 AIRCRAFT REGISTRATION APPLICATION Bell model 430 aircraft, MSN 49078, N74RP Addendum No. 2 ice President EFTA00152007

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EFTA00152008

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S079 2 AIRCRAFT REGISTRATION APPLICATION Bell model 430 aircraft, MSN 49078, N74RP Addendum No. 2 Title: Senior Vice Presf@ent EFTA00152009

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EFTA00152010

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[997049799 AIRCRAFT REGISTRATION APPLICATION Bell model 430 aircraft, MSN 49078, N74RP Addendum No, 2 TIME EFTA00152011

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ALO TS 92 § Ws t EFTA00152012

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¥¥020159 : *\ UNITED STATES OF AMERICA i a H us ~~~ ala iaaemaaae ee 9019 59 96 3 8 3 ‘s AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $ 1.00+0.Vv.c. i . NVEYANCE THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND H RECORDED BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS i AIRCRAFT MANUFACTURER & MODEL : «23 MAY 21 AR 7 59 Beli 430 i - AIRCRAFT SERIAL No. i 49078 Does THs Slstoavor Mardy , 2003, HEREBY SELL, GRANT, TRANSFER AND be Not Write In This Block DELIVER ALL RIGHTS, TITLE, AND INTERESTS TOR TAR UGE OMLY IN AND TO SUCH AIRCRAFT UNTO: P |NAME AND ADDRESS (iF INDIVIDUAL(S), GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL ) The a7 co-owners listed on Addendum No. 1 attached hereto ERLL AVIATION HSTRATION zamoarrorac DEALER CERTIFICATE NUMBER AND TO THEIR SUCCESORS AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF aV10V""< a a a IN TESTIMONY WHEREOF WE © HAVESET OUR HAND AND SEAL THIS ae ony or VWs , 2003. : NAME(S) OF SELLER (TYPED OR PRINTED) f See Addendum No. 2 attached L_ {hereto E ACKNOWLEDGMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING. HOWEVER. MAY BE REQUIRED BY LOCAL LAW i FOR VALIDITY OF THE INSTRUMENT.) H ORIGINAL: TO FAA ‘AC FORM 6050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edtion 1220739,1. CW Canale CD EFTA00152013

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EFTA00152014

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<< 489) 239 6635 i} ~ On Q 4 CROWE DUNLEVY Th ON FS 4 NO.792 © 21 =] w =] ies] AIRCRAFT BILL OF SALE Bell 430 model! G-V aircraft, MSN 49078, N74RP Ad NAMES OF PURCHASERS: 1. AOL Time Wamer Telephone Number Ww America Online, In Telephone Numbe 3. Turner Broadcasti 6. American Televis Corporation Telephone Num 7. Time Warner Cab) Telephone Numb 8. HBO Direct, Inc lelephone Num 9 Time Warner Ca Telephone Num 10 Time Inc Telephone Num 11 Little, Brown an Telephone Num 12. Book-of-the-Mo Telephone Num EFTA00152015

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EFTA00152016

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_ 04702783 | 99:03 CRhowe DUEVY >"FAA} 3 § 5 Bell 430 model G-V aircraft, MSN 49078, N74RP 14 Warner Bros. Recor Telephone Number: 1S Ivy Hill Corporation Telephone Number: 16. Atlantic Recording Telephone Number: 17. Entertainment Wee Telephone Number: 18. Time-Life Inc Telephone Number: 19. Warner Publisher S: Telephone Number: 20. Southern Progress Telephone Number 21. Warner Music Gro Telephone Number 22 Warner/Chappell Telephone Numbe 23. New Chappell Inc. Telephone Numbe 24. Warner-Elektra-At Telephone Numbe' 25. Time Inc. Venture 26. Warncr Bros. Ent ‘Telephone Numbe; 27 Home Box Office Telephone Numb 1225223 AIRCRAFT BILL OF SALE Addendum No. 1 NO. 798 EFTA00152017 9@2

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EFTA00152018

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o09n 059 04733—- 09503999°6 9 34 % 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 T By: Title: Senior Vice President of and on behalf of each of the above corporations EFTA00152019

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EFTA00152020

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AIRCRAFT BILL OF SALE Bell model 430 aircraft, MSN 49078, N74RP Addendum No. 2 TIME INC. BOOK-OF-THE-MONTH CLUB, INC. ENTERTAINMENT WEEKLY INC. TIME LIFE INC. WARNER PUBLISHER SERVICES INC. SOUTHERN PROGRESS CORPORATION TIME INC. VENTURES NEW CHAPPELL INC. LITTLE, BROWN AND COMPANY (INC.) By: N Title: Vice President of and on behalf of each of the above corporations EFTA00152021

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EFTA00152022

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G99 u07299990 3 88 AIRCRAFT BILL OF SALE Bell model 430 aircraft, MSN 49078, N74RP Addendum No. 2 AMERICA ONLINE, INC. EFTA00152023

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YHORV TNO AMO VieOHY TWO 92 6 WY T udu ef. Us NOlLY ELSI TY Lay vos VV¥d titi, G3 14 EFTA00152024

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a vvo20158 "ATES OF AMER US. DEPARTMENT OF RANSPORTATION FEDERAL AAATION ADMIN'STRATION- « __ AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $ 1.00+0.V.C. . CONVEYANCE THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND - BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS rEcORDED UNITED STATES N 74RP REGISTRATION NUMBER AIRCRAFT MANUFACTURER & MODEL } 7} ) Bell 430 2003 ri 21 AN 75 AIRCRAFT SERIAL No. FEDERAL AVIATION 40078 DMINISTRATION | poestHis Bi“ oavor Marl , 2003, HEREBY SELL, GRANT, TRANSFER AND Do Not Weite in Tide Steck DELIVER ALL RIGHTS, TITLE, AND INTERESTS FOR FAA USE ONLY IN AND TO SUCH AIRCRAFT UNTO: NAME AND ADDRESS (WF INDIVIDUAL(S), GIVE LAST NAME, FIRST NAME, ANO MIDOLE INITIAL.) The 24 co-owners listed on Addendum No. 1 attached hereto zAamMevrrozacv DEALER CERTIFICATE NUMBER AND TO THEIR SUCCESORS AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. INTESTMONY WHEREOF WE HAVESET ouR HanoanoseaLTHis 3(% cavor Marek , 2003 NAME(S) OF SELLER (TYPED OR PRINTED) F |See Addendum No. 2 attached L —§_ E R 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 (9/82) (NSN 0052-00-629-0003) Supersedes Previous Edition 1220739.1 EFTA00152025

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ALID ViIOHY TNO S26 WW T ddd £0. LYaLiiodg 13 NO EFTA00152026

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G9 Bell 430 model G-V aircraft, MSN 49078, N74RP NAMES OF PURCHASERS 1. AOL Time Warner Telephone Number nN America Online, In Telephone Number: Turner Broadcastin Telephone Number w 4. Time Warner Com Telephone Number: 5. Warner Communic Telephone Number 6. American Televisio Telephone Number 7. HBO Direct, Inc. Telephone Number 8. Time Warner Cabl Telephone Number 9. Time Inc. Telephone Number 10. Little, Brown and Telephone Number ll. Book-of-the-Month Telephone Number 12. WEA Manufacturi Telephone Number: ‘ 99660778 AIRCRAFT BILL OF SALE Addendum No. 1 s Corporation EFTA00152027

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-EFTA00152028

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eo90090cS5077 9 AIRCRAFT BILL OF SALE Bell 430 model G-V aircraft, MSN 49078, N74RP Addendum No. 1 13. Warner Bros. Records Inc. Telephone Number: 14. Ivy Hill Corporation Telephone Number: 15. Atlantic Recording C Telephone Number: 16. Entertainment Weekl Telephone Number: 17. Time-Life Inc. Telephone Number: 18. Warner Publisher Ser Telephone Number: 19. Southern Progress Co Telephone Number: 20. | Warner Music Group Telephone Number: 21. Warner/Chappell Mu Telephone Number: 22. © New Chappell Inc. Telephone Number: 23. Warner-Elektra-Atle Telephone Number: 24. Time Inc. Ventures Telephone Number: 1225407.) 2 EFTA00152029

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EFTA00152030

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S000 06907890 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 and on behalf of each of the above corporations EFTA00152031

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EFTA00152032

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ono0oocscago907 8 1 AIRCRAFT BILL OF SALE Bell model 430 aircraft, MSN 49078, N74RP dden 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. Title: Vice President of and on beha each of the above corporations EFTA00152033

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EFTA00152034

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6000000 7 38 2 AIRCRAFT BILL OF SALE Bell model 430 aircraft, MSN 49078, N74RP Addendum No. AMERICA ONLINE, INC. Title: Vice President EFTA00152035

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EFTA00152036

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09909850783 AIRCRAFT BILL OF SALE Bell model 430 aircraft, MSN 49078, N74RP Ad No. 2 LITTLE, BROWN AND COMPANY (INC.) By: Name: Senior Vice President EFTA00152037

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EFTA00152038

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6009990 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 EFTA00152039

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EFTA00152040

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p0n90509090854 X¥1495329 GTC Management Services Inc. 14-3 CONVEYANCE RECORDED 2002 JUN 12 AM 1152 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. O2 NBIOS 3z71S SG 4-23-89 leer ey PO CED EFTA00152041

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EFTA00152042

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[2Q-| CHANGE OF ADDRESS NOTICE Airworthiness Directives (AD) for a particular make and model of aircraft are mailed to the aircraft owners using the permanent mailing address on file with the FAA Registry. If you need to change your address, YOU MUST SIGN THIS FORM AND MAIL TO FAA Aircraft Registration. A revised Certificate of Aircraft Registration will be mailed to you without charge. SIGNATURE REQUIREMENTS . MAIL TO: __ Individual Owner must sign FAA Alrcraft Registry, AFS-750 — Comernio. a P. 8 genera partner must sign Mike Monroney Aeronautical Center ™ attached _ Government, any authorized person may sign Oklahoma City, OK 73125-0504 “mem seoemanen NTYRP we Bee OB 430 ADDRESS CHANGE REQUESTED CANCELLATION OF REGISTRATION REQUESTED NAME OF CERTIFICATE HOLDER AMRIA Oey Linte (MC (Check applicable block, sign, and date) ROL TIME warren inc) Tune eaeee 111. Aircraft Sold To: (Purchaser's name and Address) o 3. Aircraft Exported To: C4, Other, Specify; { (we) request cancellation of registration for the above reson. Co: GTC Memr SenuceS Cor Tar KMeYT Tor comp Horde EFTA00152043

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12 EFTA00152044

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= . FORM APPROVED OMB No. 2120-0042 N= IA CERT. ISSUE DATE AIRCRAFT REGISTRATION APPLICATION UNITED STATES REGISTRATION NUMBER N 74RP AIRCRAFT MANUFACTURER & MODEL Bell 430 ss AIRCRAFT SERIAL No. : 49978 TYPE OF REGISTRATION (Check one box) C0 1. Individual [J 2. Partnership [J 3. Corporation K] 4. Co-owner [] 5. Govt. [] 8. commen DEG -5 M01 FOR FAA USE ONLY NAME OF APPLICANT (Person(s) shown on evidence of ownership. If individual, give last name, first name, and middie initial.) The 25 co-owners named on Addendum No. 1 attached hereto TELEPHONE NUMBER: ( ADDRESS (Permanent mailing address for first applicant listed.) - : ZIP CODE New York New York 10019 Oo CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Read the following statement before signing this application. This portion MUST be completed. A false or dishonest answer to any question In this application may be grounds for punishment by fine and/or imprisonment (U.S. Code, Title 18, Sec. 1001). CERTIFICATION UWE CERTIFY: (1) That the above aircraft Is owned by the undersigned applicant, who is a citizen (including corporations) of the United States. (For voting trust, give name of trustee: EO) OF: CHECK ONE AS APPROPRIATE: a. (1 A resident afien, with alien registration (Form 1-151 or Form 1-SST) No. b. (2 A non-citizen corporation organized doing business under the laws of (state) and $$ me and said aircraft is based and primarily used in the United States. Records or flight hours are available for pection at (2) That the aircraft Is not registered under the laws of any foreign country; and (3) That fega! evidence of ownership is attached or has been filed with the Federal Aviation Administration. NOTE: If executed for co-ownership all applicants must sign. Use reverse side if necessary. TYPE OR PRINT NAME BELOW SIGNATURE SIGNATURE THLE = See Addendum No. 2 attached hereto ht lye | NOTE Pending receipt of the Certificate of Aircraft Registration, the aircraft may be operated for a period not in excess of 90 days, during which time the PINK copy of this application must be carried in the aircraft. BE SIGNED IN INK. AC Form 8050-1 (12/90) (0052-00-628-9007) Supersedes Previous Edition O/3/ PIS Soll fs. t/-l¥-o f EFTA00152045

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EFTA00152046

--=PAGE_BREAK=--

. 0902983 1 0000 ‘7 AIRCRAFT REGISTRATION APPLICATION Bell model 430 aircraft, MSN 49078, N74RP Addendum No. 1 NAMES OF APPLICANTS: 1. AOL Time Warner Inc. Telephone Number: 2. America Online, In Telephone Number: 3. Turner Broadcastin Telephone Number: 4. Time Warner Comp: Telephone Number: 5. Warner Communic: Telephone Number: 6. American Televisio Telephone Number: ms Corporation 7. Time Warner Entert; Association, Truste Telephone Number: .P. Trust, Wells Fargo Bank Northwest, National 8. HBO Direct, Inc. Telephone Number: 9. Time Warner Cable Telephone Number: 10. ‘Time Inc. Telephone Number: 11. Little, Brown and C Telephone Number: 12. Book-of-the-Month Telephone Number: EFTA00152047

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N- Io EFTA00152048

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17. 20. 21. 22. 23. 24. 25. ‘979000902982 AIRCRAFT REGISTRATION APPLICATION Bell model 430 aircraft, MSN 49078, N74RP Addendum No. 1 WEA Manufacturing I Telephone Number: Warner Bros. Records Telephone Number: Ivy Hill Corporation Telephone Number: Atlantic Recording C Telephone Number: Entertainment Weekly| Telephone Number: Time-Life Inc. Telephone Number: Warner Publisher Se Telephone Number: Southern Progress Co Telephone Number: Warner Music Group Telephone Number: Warner/Chappell Mus! Telephone Number: New Chappell Inc. Telephone Number: Warner-Elektra-Atlan Telephone Number: Time Inc. Ventures Telephone Number: \-\9 EFTA00152049

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EFTA00152050

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, 9 7 4 990002 0 0 N\-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, In Telephone Number: 3. Turner Broadcastin; Telephone Number; 4. Time Warner Com Telephone Number; 5. Warner Communi Telephone Number; 6. American Televisio ons Corporation Telephone Number; 7. Time Warner Ente Association, Truste: Telephone Number; L.P. Trust, Wells Fargo Bank Northwest, National 8. HBO Direct, Inc. Telephone Number: 9. Time Warner Cable Telephone Number: 10. Time Inc. Telephone Number: 11. Little, Brown and Telephone Number 12. Book-of-the-Month Telephone Number: EFTA00152051

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EFTA00152052

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14. 17. 18. 19. 20. 21. 22. 23. 24. 25. poo000002975 AIRCRAFT REGISTRATION APPLICATION Bell model 430 aircraft, MSN 49078, N74RP Addendum No. 1 WEA Manufacturing Telephone Number: Warner Bros. Record: Telephone Number: Ivy Hill Corporation Telephone Number: Atlantic Recording C Telephone Number: Entertainment Weekl Telephone Number: Time-Life Inc. Telephone Number: Warner Publisher Se Telephone Number: Southern Progress Co Telephone Number: Warner Music Group Telephone Number: Warner/Chappell Mu: Telephone Number: New Chappell Inc. Telephone Number: Warner-Elektra-Atlan| Telephone Number: Time Inc. Ventures Telephone Number: I EFTA00152053

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EFTA00152054

--=PAGE_BREAK=--

000000029754 AIRCRAFT REGISTRATION APPLICATION \( -Q 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. of each of the above corporations EFTA00152055

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EFTA00152056

--=PAGE_BREAK=--

0 0 ChritrAer Orn Orstratrok sborzcarton Bell model “430 aircraft, MSN 49078, N74RP l-—T Addendum No. 2 AMERICA ONLINE, INC. TURNER BROADCASTING SYSTEM, INC. By: Na Title: Vice President of and on behalf of each of the above corporations EFTA00152057

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EFTA00152058

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0 O_O agrcQary rhc SriArynSappiicarion Bell model 430 aircraft, MSN 49078, N74RP N-5 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: N Title: Vice President of and on behalf of each of the above corporations EFTA00152059

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EFTA00152060

--=PAGE_BREAK=--

“Ag 979 po000002 N-3 AIRCRAFT REGISTRATION APPLICATION Bell model 430 aircraft, MSN 49078, N74RP Addendum No. 2 LITTLE, BROWN AND COMPANY (INC.) EFTA00152061

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EFTA00152062

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tat a 0 . 2 9 3 9900099) AIRCRAFT REGISTRATION APPLICATION Bell model 430 aircraft, MSN 49078, N74RP Addendum No. 2 I TIME WARNER ENTERTAINMENT COMPANY, L.P. TRUST By: WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, not in its individual capacity, but solely as Trustee EFTA00152063

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Luir ee hO 8 Ud I “19 oO Ta ROA Te, EFTA00152064

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FORM APPROVED OMB NO. 2120-0042 s. *y UNITED STATES OF AMERICA NO. U.S. DEPARTMENT OF; ORFATIO D AVIATION NIS NI t nin TACT OI II A OB O08 FOR AND IN ConsipERaATION of s L&OVC tHe UNDERSIGNED OWNER(S) OF THE FULL LEGAL lo— IS AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N74rP AIRCRAFT MANUFACTURER & MODEL Be a30 CONVEYANCE RECORDED _ AIRCRAFT SERIAL No. 49078 mbes S AM 1128 DOES THIS | pay o-r /VOv, , .2001), HEREBY SELL, ‘GRANT, TRANSFER AND T DELIVER ALL RIGHTS, TITLE, AND INTERESTS FEDERAL AVIATION IN AND TO SUCH AIRCRAFT UNTO: AD 1 bd Gof ReteTthGA’ Block FOR FAA USE ONLY NAME AND ADDRE (IF INDIVIDUAL{S), GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL) The 25 co-owners named on Addendum No. 1 attached hereto PURCHASER DEALER CERTIFICATE NUMBER AND TO Che successors XEKEGOIGRE SRSMINIBTRMGRS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF of vay or /My/, 2001. IN TesTIMONY WHEREOF WE = Have ser OUE nanp ann SEAL THIS NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPED OR PRINTED) (IN INK) (IF EXECUTED (TYPED OR PRINTED) FOR CO-OWNERSHIP, ALL MUST SIGN.) ee Addendum No. 2 |jattached hereto 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 EFTA00152065 SELLER

--=PAGE_BREAK=--

~ Foetus ° ~~ ee - . . os a EFTA00152066

--=PAGE_BREAK=--

: p0000002966 1io-\3 AIRCRAFT BILL OF SALE Bell model 430 aircraft, MSN 49078, N74RP Addendum No. 1 NAMES OF CO-OWNERS: 1. AOL Time Warner Inc. 2. America Online, Inc. 3. Turner Broadcasting System, Inc. 4. Time Warner Companies, Inc. 5. Warner Communications Inc. 6. American Television and Communications Corporation 7. Time Warner Entertainment Company, L.P. Trust, Wells Fargo Bank Northwest, National Association, Trustee 8. HBO Direct, Inc. 9. Time Warner Cable Holdings Inc. 10. Time Inc. 11. Little, Brown and Company (Inc.) 12. Book-of-the-Month Club, Inc. 13. WEA Manufacturing Inc. 14. Warner Bros. Records Inc. 15. Ivy Hill Corporation 16. Atlantic Recording Corporation 17. Entertainment Weekly, Inc. 18. Time-Life Inc. 19. Warner Publisher Services Inc. 20. Southern Progress Corporation 21. Warner Music Group Inc. 22. Warner/Chappell Music, Inc. 23. New Chappell Inc. 24. Wamer-Elektra-Atlantic Corporation 25. Time Inc. Ventures 1034077.1. EFTA00152067

--=PAGE_BREAK=--

lo-l@& EFTA00152068

--=PAGE_BREAK=--

Q @iRdra@® Bitz Sr Sate 00 0,0 ke1 430 aircraft, MSN 49078, N74RP lo- il 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. Title: Senior Vice President of and on behalf of each of the above corporations EFTA00152069

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10-0 EFTA00152070

--=PAGE_BREAK=--

090000090 ATRCRAFT berior sare 0 lo-9 Bell model 430 aircraft, MSN 49078, N74RP Addendum No. 2 AMERICA ONLINE, INC. TURNER BROADCASTING SYSTEM, INC. each of the above corporations EFTA00152071

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EFTA00152072

--=PAGE_BREAK=--

CRAFT SALE 0 Geil nde 0 AE RT ZU Ol 49078, N74RP lo—T ‘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: N Title: Vice President of and on behalf of each of the above corporations EFTA00152073

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EFTA00152074

--=PAGE_BREAK=--

B B10 hbi Qo tkintrase, Gentasoes, N74RP Addendum No. 2 lo-4 TIME WARNER ENTERTAINMENT COMPANY, L.P. TRUST By: EFTA00152075

--=PAGE_BREAK=--

lo EFTA00152076

--=PAGE_BREAK=--

CRAFE) 5 SLE 0 0 5h Mah Bo Ore Ss 49088, N74RP lo-3 Addendum No. 2 LITTLE, BROWN AND COMPANY (INC.) Senior Vice President EFTA00152077

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EFTA00152078

--=PAGE_BREAK=--

02964 —| Bell model 430 aircraft, MSN 49068, N74RP Addendum No. 2 TW SERVICE HOLDINGS I, L.P. TRUST EFTA00152079

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Pb eye nO © uy AT AG Te EFTA00152080

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2000000228} R-| June 26, 2001 FAA Aircraft Registry Oklahoma City, Oklahoma CAN T4RO N 7 wee Attention: Central Records Section 17 ay 032 NeniTy RE: Bell model 430 aircraft with manufacturer’s serial number 49078 and United r 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. Pleasé'send the AC Form 8050-64 to us in the Public Documents Room. PGG/ch @ Enclosure cc: Ms, via telecopy) Mr. (via telecopy) 981155.1. EFTA00152083

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. , FORM APPROVED 4 5 OMB No. 2120-0042 2-2-1 CERT. ISSUE DATE . UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION - FEDERAL AVIATION ADMINI RMIONRONEY AERONAUTICAL CENTER AIRCRAFT REGISTRATION APPLICATION Ex REGISTRATION NUMBER N 6147x AIRCRAFT MANUFACTURER & MODEL Bell 430 = AIRCRAFT SERIAL No. 49078 JUN 06 2001 FOR FAA USE ONLY TYPE OF REGISTRATION (Check one box) C 1. Individual [) 2. Partnership [ 3. Corporation S ial | 4. Co-owner [] 5. Gov't. CO 8. Non-Citizen NAME OF APPLICANT (Person(s) shown on evidence of ownership. If individual, give last name, first name, and middie initial.) See names of co-owners on Addendum No. 1 attached hereto ADDRESS (Permanent mailing address for first applicant listed.) New York CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Read the following statement before signing this application. This portion MUST be completed. A false or dishonest answer to any question in this application may be grounds for punishment by fine and/or imprisonment (U.S. Code, Tite 18, Sec. 1001). CERTIFICATION oO UWE CERTIFY: 1) That the above aircraft Is owned the undersigned licant, who is a citizen (includ corporations) () oT the United Staton *y opp . ino (For voting trust, give name of trustee: CHECK ONE AS APPROPRIATE: a. © A resident alien, with allen registration (Form 1-151 or Form 1-551) No. b. DJ A non-citizen corporation organized and doing business under the laws of (state) =. = esses and said aircraft is based and primarily used in the United States. Records or flight hours are available for inspection at ). or: (2) That the aircraft Is not registered under the taws of any foreign country; and (3) That legal evidence of ownership Is attached or has been filed with the Federal Aviation Administration. NOTE: If executed for co-ownership all applicants must sign. Use reverse side if necessary. TYPE OR PRINT NAME BELOW SIGNATURE Etonctures of co-omer| ™ r ee es a So NOTE Pending receipt of the Certificate of Aircraft Registration, the aircraft may be operated for a period not in excess of 90 days, during which time the PINK copy of this application must be carried in the aircraft. AG Form 8050-1 (12/90) (0052-00-628-9007) Supersedes Previous Edition Of IA 2 l0/38/F D $s 5/3/o/ EFTA00152085

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00000000444 1-19 AIRCRAFT REGISTRATION APPLICATION Bell model 430 aircraft, MSN 49078, N6147X Addendum No. 1 NAMES OF APPLICANTS: 1. AOL Time Warner I; 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 Televisio: ions Corporation Telephone Number: 7. Time Warner Ente L.P. Trust, Ray Nowak, Trustee Telephone Number: @ 8. HBO Direct, Inc. Telephone Number: 9. Time Warner Cable Telephone Number: 10. Time Inc. Telephone Number: 11. Little, Brown and C Telephone Number: 12. TW Service Holding: Telephone Number: mas W. McDermott, Trustee 13. Book-of-the-Month Telephone Number: #f5b- 4ST bth EFTA00152087

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°aaq000000447 7-17 AIRCRAFT REGISTRATION APPLICATION Bell model 430 aircraft, MSN 49078, N6147X Addendum No. 1 14. WEA Manufacturing Telephone Number: 15. Warner Bros. Records| Telephone Number: 16. Ivy Hill Corporation Telephone Number: 17. Atlantic Recording C @ Telephone Number: 18. Entertainment Week! Telephone Number: 19. Time-Life Inc. Telephone Number: 20. Warner Publisher Se Telephone Number: 21. Southern Progress Co Telephone Number: @ 22. Warner Music Group Telephone Number: 23. Warner/Chappell Mus Telephone Number: 24. | New Chappell Inc. Telephone Number: 25. | Warner-Elektra-Atlan Telephone Number: 26. Time Inc. Ventures Telephone Number: EFTA00152089

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ee [900000044 , 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. e WARNER BROS. RECORDS INC. ATLANTIC RECORDING CORPORATION WARNER-ELEKTRA-ATLANTIC CORPORATION WEA MANUFACTURING INC. HBO Na Title: Senior Vice President of and on behalf of each of the above corporations EFTA00152091

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a 99000000449 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: @ Title: Vice President of and on behalf of each of the above corporations EFTA00152093

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a ooo000000459 a-t| Addendum No. 2 to Aircraft Registration Application for Bell model 430 aircraft, MSN 49078, N6147x Signatures of co-owners: TIME WARNER COMPANIES, INC. TIME WARNER ENTERTAINMENT COMPANY, L.P. TRUST By: BE Trustee @ TW SERVICE HOLDINGS I, L.P. TRUST By: EFTA00152095

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EFTA00152096

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l 0000000045 1-9 Addendum No. 2 to Aircraft Registration Application for Bell model 430 aircraft, MSN 49078, N6147x Signatures of co-owners: TIME WARNER COMPANIES, INC. By: Name: @ Title: TIME WARNER ENTERTAINMENT COMPANY, L.P. TRUST By: TW SERVICE HOLDINGS I, L.P. TRUST By: -4- EFTA00152097

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Ne ene | 00000000452 1-7 Addendum No. 2 to Aircraft Registration Application for Bell model 430 aircraft, MSN 49078, N6147x Signatures of co-owners: TIME WARNER COMPANIES, INC. By: Name: @ Title: TIME WARNER ENTERTAINMENT COMPANY, L.P. TRUST By: TW SERVICE HOLDINGS I, L.P. TRUST EFTA00152099

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ee 09000000045 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 Title: Vice President of and on behalf of each of the above corporations EFTA00152101

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do0000000454 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.) Senior Vice President EFTA00152103

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aaa ee 00000000455 "| Addendum No. 2 to Aircraft Registration Application for Bell model aircraft, MSN 49068, N6147x Signatures of co-owners: Vice President EFTA00152105

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Do not write in this block for FAA use only. BILL OF SALE MICROFILM CODE For and in consideration of $ 10.00 & O.V.C. the undersigned owner(s) of the full legal Ic Jc and beneficial title of the aircraft described as follows: AIRCRAFT MAKE AND MODEL BELL 430 HKO21519 MANUFACTURER'S SERIAL NUMBER NATIONALITY AND REGISTRATION MARKS US N6147X_— CONVES ANCE 2001, hereby sell, grant, transfer and RECORDED ayd such aircraft unto: NAME AND ADDRESS (if individual(s), give last name, and middle initial) 20h) JUN 6 PA 1 46 LAAN FEDERAL 4 See the Addendum attached hereto for the ‘WISTRATION names of the 26 co-owners. ADMINISTR GtoFs;auittiaimxaters, 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 BY (Sign in Ink) ACKNOWLEDGEMENT County of TARRANT On this 26TH dayof 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 ofa corporation swore that he was authorized to execute the same. Given under my hand and official seal the day and year written above. (SEAL) My Commission Expires AZ d uly L0O/ crf ey ktd fo AeD EFTA00152107

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ee ee ee b-| AIRCRAFT BILL OF SALE Bell model 430 aircraft, MSN 49078, N6147X Addendum NAMES OF CO-OWNERS: 20. 21. 22. 23. 24. 25. 26. AOL Time Warner Inc. America Online, Inc. Turner Broadcasting System, Inc. Time Warner Companies, Inc. Warner Communications Inc. American Television and Communications Corporation Time Warner Entertainment Company, L.P. Trust, Ray Nowak, Trustee HBO Direct, Inc. Time Warner Cable Holdings Inc. Time Inc. Little, Brown and Company (Inc.) TW Service Holdings I, L.P. Trust, Thomas W. McDermott, Trustee Book-of-the-Month Club, Inc. WEA Manufacturing Inc. Warner Bros. Records Inc. Ivy Hill Corporation Atlantic Recording Corporation Entertainment Weekly, Inc. Time-Life Inc. Warner Publisher Services Inc. Southern Progress Corporation Warner Music Group Inc. Warner/Chappell Music, Inc. New Chappell Inc. Warner-Elektra-Atlantic Corporation Time Inc, Ventures EFTA00152109

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FORM APPROVED OMB No. 2120-0042 5-} CERT. ISSUE DATE Moat abi REGISTRATION APPLICATION UNITED STATES : REGISTRATION NUMBER 2 AIRCRAFT MANUFACTURER & MODEL BEI ‘ 49078 TYPE OF REGISTRATION (Check one box) 1. Individual [J 2. Partnership [X&. Corporation [J 4. Co-owner [J 5. Govt. 1 8. Non-Ciizen FOR FAA USE ONLY NAME OF APPLICANT (Person(s) shown on evidence of ownership. If individual, give last name, first name, and middie initial.) HURST, TX 76053 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. false or dishonest answer to any question in this application may be grounds for punishment by fine and/or imprisonment . Code, Title 18, Sec. 1001). CERTIFICATION (1) That the above aircraft Is owned by the undersigned applicant, who is a citizen (including corporations) the United States. (For voting trust, give name of trustee: _______ >”, CHECK ONE AS APPROPRIATE: a. (J A resident alien, with alien registration (Form 1-151 or Form 1-551) No. FO zen comoration organized and doing business under the laws of (state) aircraft is based and primarily used in the United States. Records or flight hours are available for at (2) That the aircraft is not registered under the laws of any foreign country; and (8) That legal evidence of ownership is attached or has been filed with the Federal Aviation Administration. NOTE: If executed for co-ownership all applicants must sign. Use reverse side if necessary. TYPE OR PRINT NAME BELOW SIGNATURE EACH PART OF THIS APPLICATION MUST BE SIGNED IN INK, NOTE Perxiing receipt of the Certificate of Aircraft Registration, the aircraft may be operated for a period not in excess of 90 days, during which time the PINK copy of this application must be carried in the alrcraft. AC Form 8050-1 (12/90) (0052-00-628-9007) Supersedes Previous Edition EFTA00152111

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000009000639 ~ 2A263369 Oo not write in this block BILL OF SALE for FAA/DOT use only CORD FiGrorum cove ic J APR 20 PA 3 OS EDERAL * TION Manufacturer's Serial Number [Nationality and Registration Marks }-° “ISTRATION 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) Textron Inc., Fort Worth, Texas 76101 IMorrowcwv 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 , 2001 IN TESTIMONY WHEREOE | HAV! 'Y HAND AND SEAL, THIS 17TH DAY OF APRIL OPTER TEXTRON, A DIVISION OF TEXTRON CANADA LIMITED /F, CHAGNON DMINISTRATION tsa EFTA00152113

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EFTA00152114

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84/28/2801 88:87 6139981887 +k P| (U.S.A.) KOEXYAYX t ” ACFT REG & LEASING PAGE 61/81 Transport Transports An /G30 0% Canada Canada . 3 -/ T APR 20 2001 Ottawa ON K1A ON8 T apr zomy Telephone - Téléphone CEE Facsimile - Télécopieur PRIOR RECORD N : S- Internet : http:/www.te.gc.ca/aviation/general/ecarcs/index.htm REINSTATED 4 rk 7K File - Dossier Yl. 2-o! . April 20, 2001 5008-4-12 - 48 APR 20 20 FEDERAL AVIATION ADMINISTRATION AIRCRAFT REGISTRATION BRANCH (AFS-750) OKLAHOMA CITY OK 73125 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 o wet AG Ke Louise J. Knox d Acting Chief Aircraft Registration and Leasing Ce INFOCOPY TO: CHRISTINE SAVOIE ADMINISTRATOR, AIRCRAFT CERTIFICATION Canada CE lan 04/20/2001 FRI 07:10 [TX/RX NO 7927] Moo1 EFTA00152115

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84/28/2081 08:28 450-437-2848 ; QUALITY ASSURANCE PAC @1/a1 + 84/26/2881 ea:65 0 er ay"o 0 Q 0 oe aR eye sine PAGE &1/61 mt | Transport Transports a-| Canada Ottawa ON K1A ONS Telephone - Téléphone Facsimile - Télécopieur Intemet : http:/www.te.gc.ca/aviation/generaliccares/index.htm Fre Qessior April 20, 2001 ; 5008-4-12 FEDERAL AVIATION ADMINISTRATION AIRCRAFT REGISTRATION BRANCH (AFS-750) OKLAHOMA CITY OK 73125 EE «220001: URGENT AARRC 2001-0282NR , This confirms that the following alcratt has never been entered on the Canadian Civil Aircraft Register. MANUFACTURER: BELL HELICOPTER DIVISION TEXTRON CANADA MODEL: . 430 SERIAL NUMBER: 49078 INFOCOPY TO: CHRISTINE SAVOIE ADMINISTRATOR, AIRCRAFT CERTIFICATION TEXTRON CANADA LTD. Canada EFTA00152117

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2 - . 20000003 Fy > ong _. Bell Helicopter HURL] sf Th? La © Bell Helicopter Textron Inc. A Subsidiary of Textron Inc. 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) Manager (Title) State) TEXAS County) TARRANT Before me, a Notary Public, in and for the above state and County personally appeared || known to me to be the identical person who signed the within and foregoing instrument. Said person does hereby attest he is duly authorized to execute such instrument and has done so on his free act and deed. EFTA00152119

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