EFTA00307708.pdf

UNITED STATES OF AMERICA FORM APPROVED US DEPARTMENT OF TRAMPORTAIION FEDERAL AVIATION ADMINISTRATION OMB NO 2I70.0042 AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF TAD & OTHER VALUABLE CONSIDERATIONS THE UNDERSIGNED OWNER(S) OF AN UNDIVIDED INTEREST IN THE LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: NO4 UNITED STATES .‘e.) REGISTRATION NUMBER WWI RI_ AIRCRAFT MANUFACTURER .5 MODEL z co w BELL 460 2 Itt ce 2 • p. AIRCRAFT SERIAL No. D4C Qt01 g olL • A DOES THIS 6tAY OF fi lese- 2012 HEREBY SELL GRANT, TRANSFER AND DELIVER ALLRIGHTS, j1 - < j) TITLE, AND INTERESTS IN AND TO AN UNDIVIDED 100% 06 Na INmo In Tut Dock INTEREST IN SUCH AIRCRAFT UNTO: FOR FAA USE ONLY CC • NAME AND ADDRESS INDIVIDVALIS).GIVE LAST NAME. FIRST NAME, AND MIDDLE INITIAL) < LI- OWNING O LT 414 Pettus(%) Gm \esc— an undivided 100% Interest CE tc.73 Foo woe Rom, re Suns U/2. U12/51%-ssmtges-1-0t4 ^DELA wf 14/ 9..V tcrSO 5 Fl DEALER CERTIFICATE NUMBER AND C.( TaISCHTDRaltaXTORIL AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. successors 1 IN TESTIMONY WHEREOF WE HAVE SET OUR HAND AND-SSAL1111.5 6 s- DAY OF Ma n 444_ r 2012 NAME (S) OF SELLER SIGNATURE (S) TITLE "TYPE OR nano) -... ON INK) (IF EXECUTED :A git. OYPEDOR PRINTED) FOR CO OwNERSHIP. ALL MUST ("OVALS/ LL, fitACKTS l NC fr a SELLER CO likUSTEE :) .11,e Director A William P Merriam Jnr ACKNOWLEDGEMENT MOT REOUIRFD FOR PURPOSES OF FAA RFCCIRODIO. NOWFVCR MAY RP RFOIIIRFO RV i MAT. I AY. FAR Val iniTv cm TUC MICTIPIHUrNIT '1 ORIGINAL: TO FAA EFTA00307708  TORN APEROvE0 MO No 2,2005L2 UNITED STATES OF AMERICA DEPARTMENT OF sielaerAL RAMON Abliellitillefat ate TRANSPORTATION e SOS a APCRAFT REOCCUPATION APPLICATION CERT. ISSUE DATE UNITED STANUMTES REGISTRATION BER MRCRAFT MANUFACTURER 4 MODEL N 901 RL Bell 430 AIRCRAFT SERIAL No 49078 FOR FAA USE ONLY TYPE OF REGISTRATION Puck Tee MG U I. Individual O 2. Panneah (21 3. Corporation O a Co-owner O 5. Gov,. D S. It ' eman cdPoraom NAME GE *MILITANT (Per/ONR Sewn on elyklenCe Of Oesersho It hicimckse. owe last neie a st name. and .m0m0 anal I Hyperion Air, Inc. TELEPHONE MASER: ( ) ADDRESS (Pemmisarit mailine MOM Tor anal eepteani Ped.)0( BOX Steed. Physical address most also be th an") Number and street 103 Paul k Rnstri qiiii to 207 Run/ Route sem CITY STAGE SP CODE Wilmington Delaware 19803 O CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE ATTENTION! OF ADDRESS Read the following statement before signing this application. This portion MUST be completed. A ISM Of 06h0nOsi answer b any quesaon an TMs application may be wounds ben winnowed by fine and (U.S Cods. Tale IS. Sec Melt impoSorment i y— CERTIFICATION IAVE CERTIFY (i) The en abase a is caned by me undersigned .opium of the USW MSS. vito illicit" bncludAg ccelaXatiOnst (Fa Keno Trust gist named maim CHECK ONE AS APPROPRIATE.: I oi a 0 A towdent Wien. KIT Yam tegnifation Won 1.151 Cl Foe, 1.551) No. Sc O A nand :ten Caparelkin organised and doing taneness seder VW laws of (Stale) mg sad aroma i s bust NH Pnweelly used in Me Wiled Mies Records or Sght tsars se avole* S WelPesaletn el (2) That TM afrase is nol nogatend under the laws of any kireicn musty. and (3) TM 5gM Tivaento 01 ohhatfaila lis eetacbad or has boon NW wait to Sawa iwation Awrinnumen NOTE' If exocuted 10, CO-ownership all applicants nets, Sign Use reverse side If necessa ry TYPE OR PRINT NAME BELOW SIGNATURE 5/MATURE TITLE DATE Ill B.Z SIGNATURE ICIOSiLIILi. &LS* fl is/e- sa..vtan1 a 4.470.4 ill bar(Crl Zt - Id t VC. DATE • SIGNATURE TITLE DATE g i 1{ NOTE a wool el ihe Cornice) el AMP Regievais on. me ECM may be opecatoe foi a penal nor n !Naiad days. duns, stew an* ihe PIE CePY of in aPPISMO n 90 "al Ile cam.° in tho a/c/all AC Fain 8050-1 (5/03) (0052-00-628-9007) EFTA00307709  DELIVERY RECEIPT Bell 430 helicopter Manufacturer's Serial No. 49078 N9OIRL Pursuant to the Aircraft Purchase Agreement (the "Agreement") dated February 28, 2012 (the "Agreement") by and between BOVALE DEVELOPMENTS, INC., Trustee, a Delaware corporation, and BOVALE DEVELOPMENTS, Trustor, a Irish company (together the "Seller), and HYPERION AIR, INC., a Delaware corporation ("Purchaser"), Purchaser hereby acknowledges the delivery and acceptance of one Bell 430 helicopter bearing Manufacturer's Serial No. 49078 and U.S. Registration No. N901RL, together with two (2) Rolls Royce model 250-C40B engines bearing Manufacturer's Serial Nos. CAF-844167 and CAE844169, and all avionics, equipment, systems, furnishings and accessories installed on, contained in or attached to said aircraft and/or engines, and also including all loose equipment that is normally or currently part of or associated with said aircraft and/or engines, and all aircraft records and documents associated with said aircraft, engines, avionics, equipment (including loose equipment), systems, furnishing and/or accessories, all as is more particularly described in Exhibit A and Exhibit A-1 attached to the Agreement, and also including all airframe, engine and accessory logbooks, flight and operation manuals, maintenance and overhaul records, checklists, drawings, any issued FAA Form 337's, warranty documents, and all other records and paperwork in Seller's possession relating to the above-described aircraft, engines, avionics, equipment (including loose equipment), systems, furnishings and/or accessories (collectively, the "Aircraft"). Purchaser accepts the Aircraft at S:/e0 11, on March 6 , 2012 in an "As Is, Where Is" condition and "With all Faults" at Camberly urrey,, United Kingdom, and subject to the waivers and disclaimers set forth in the Agreement. TOTAL TIME ON AIRFRAME AT DELIVERY: 1,660:00 hours TOTAL TIME ON ENGINES AT DELIVERY: Engine No. 1 (MSN CAE844167): 1,660:00/2,020.00 hours/cycles Engine No. 2 (MSN CAE/344169): 1,660:00/2,020.00 hours/cycles TOTAL LANDINGS AT DELIVERY: not known HYPERION AIR, INC. By: OMA.t.tk kik Name: Darren Indyke Title: Vice President Date: March G 2012 EFTA00307710  EXHIBIT B WARRANTY BILL OF SALE The undersigned, Bovale Developments, Inc., Trustee, a Delaware corporation , and Bovale Developments, Trustor, a Irish company (together the "Seller"), is the owner ofthe full legal and beneficial title in and to the Bell 430 helicopter bearing Manufacturer's Serial No. 49078 and U.S. Registration No. N90I RL, together with two (2) Rolls Royce model 250-C4OB engines bearing Manufacturer's Serial Nos. CAE844167 and CAE844169, and all avionics, equipment, systems, furnishings and accessories installed on, contained in or attached to said aircraft and engines, and also including all loose equipment that is normally or currently part ofor associated with said aircraft and engines, and all aircraft records and documents associated with said aircraft, engines, avionics, equipment (including loose equipment), systems, furnishing and/or accessories, all as is more particularly described in Exhibit A and Exhibit A-1 attached to that certain Aircraft Purchase Agreement dated February 28, 2012 by and between Seller and Hyperion Air, Inc., a Delaware corporation ("Purchaser"), and also including all airframe, engine and accessory logbooks, flight and operation manuals, maintenance and overhaul records, checklists, drawings, any issued FAA Form 337's, warranty documents, and all other records and paperwork in Seller's possession relating to the above-described aircraft, engines, avionics, equipment (including loose equipment), systems, furnishings and/or accessories (collectively, the "Aircraft"). For and in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller does hereby grant, bargain, sell, convey, transfer and deliver unto Purchaser, all of Seller's right, title and interest in and to the Aircraft. Seller hereby warrants to Purchaser, its successors and assigns, that Seller is the legal owner of the Aircraft and that there is hereby conveyed to Purchaser good and marketable title to the Aircraft, free and clear of any and all claims, leases, trusts, liens, security interests, mortgages, encumbrances, Prospective International Interests, International Interests, Contracts of Sale, Prospective Sales and any other rights of others, including, without limitation, any outstanding or delinquent taxes or fees or duties attributable to or imposed on or asserted against the Aircraft by any taxing jurisdiction, and Seller will warrant and defend such title forever, at the sole expense ofSeller, against all claims and demands whatsoever. EXCEPT FOR THE WARRANTIES OF SELLER SET FORTH IN THE PRECEDING SENTENCE, THE AIRCRAFT IS HEREBY SOLD TO PURCHASER IN ITS "AS IS, WHERE IS" CONDITION AND "WITH ALL FAULTS." IN WITNESS WHEREOF, Seller has caused this Warranty Bill of Sale to be executed by its duly authorized officer, as of this 4 day of Ain's/ , 2012. BOVALE DEVELOPMENTS. TRUSTOR BOVALE DEV ENTS, INC., TRUSTEE By: By: J Name: Name: John W 'eht Title: Title: iecretary EFTA00307711  EXHIBIT B WARRANTY BILL OF SALE The undersigned, Bovale Developments, Inc., Trustee, a Delaware corporation, and Bovale Developments, Trustor. a Irish company (together the "Seller"), is the owner of the full legal and beneficial title in and to the Bell 430 helicopter bearing Manufacturer's Serial No. 49078 and U.S. Registration No. N90IRL, together with two (2)Rolls Royce model 250-C40B engines bearing Manufacturer's Serial Nos. CAE844167 and CAE844169, and all avionics, equipment, systems, furnishings and accessories installed on, contained in or attached to said aircraft and engines, and also including all loose equipment that is normally or currently part ofor associated with said aircraft and engines. and all aircraft records and documents associated with said aircraft, engines, avionics. equipment (including loose equipment), systems. furnishing andlor accessories. all as is more particularly described in Exhibit A and Exhibit A-I attached to that certain Aircraft Purchase Agreement dated February 28, 2012 by and between Seller and Hyperion Air, Inc., a Delaware corporation ("Purchaser"), and also including all airframe, engine and accessory logbooks, flight and operation manuals, maintenance and overhaul records, checklists, drawings, any issued FAA Form 337's, warranty documents, and all other records and paperwork in Seller's possession relating to the above-described aircraft, engines. avionics, equipment (including loose equipment), systems, furnishings and/or accessories (collectively, the "Aircraft"). For and in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller does hereby grant, bargain, sell, convey, transfer and deliver unto Purchaser, all of Seller's right, title and interest in and to the Aircraft. Seller hereby warrants to Purchaser, its successors and assigns, that Seller is the legal owner of the Aircraft and that there is hereby conveyed to Purchaser good and marketable title to the Aircraft, free and clear of any and all claims, leases, trusts, liens, security interests, mortgages, encumbrances, Prospective International Interests. International Interests, Contracts of Sale. Prospective Sales and any other rights of others, including, without limitation, any outstanding or delinquent taxes or fees or duties attributable to or imposed on or asserted against the Aircraft by any taxingjurisdiction, and Seller will warrant and defend such title forever, at the sole expense ofSeller, against all claims and demands whatsoever. EXCEPT FOR THE WARRANTIES OF SELLER SET FORTH IN THE PRECEDING SENTENCE. THE AIRCRAFT IS HEREBY SOLD TO PURCHASER IN ITS "AS IS, WHERE IS" CONDITION AND "WITH ALL FAULTS." IN WITNESS WHEREOF, Seller has caused this Warranty Sill of Sale to be executed by its duly authorized officer, as of this 6 day of AA,teed, . 2012. BOVA ii. E DEVELOPMENTS. TRUSTOR BOVALE DEVELOPMENTS, INC., TRUSTEE By: /AAA - ;no -at i By: Na 8: If Cj innt - ger - ;4 t9.1 Name: Title: .21,-7 t.e ..to c for - Title: EFTA00307712