EFTA00307705.pdf

DELIVERY RECEIPT Bell 430 helicopter Manufacturer's Serial No. 49078 N90IRL 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. CAE844167 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 arrPssories (collectively, the "Aircraft"). Purchaser accepts the Aircraft at p.m., on March 2012 in an "As Is, Where Is" condition and "With all Faults" at Camberly Surrey, 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 h rs/cycles Engine No. 2 (MSN CAE844169): 1,660:00/2,020 urs/Ales .cit4V-r TOTAL LANDINGS AT DELIVERY: not ke a r a ir 4 ni%‘ cskt,N)o C.P. 0, N amen Indyke r Vice President ‘`,otsi lbate; March 2012 EFTA00307705  EXHIBIT B WARRANTY Bin, 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. N901RL., 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 of or 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-I attached to that certain Aircraft Purchase Agreement dated February 28, 2012 by and between Seller and Hyperion Air, Inc., a Delaware corporation ("Purchase?), and also including all airframe, engine and acreclory logbooks, flight and operation manuals, maintenance and overhaul records, checklists, drawings, any issued FAA Form 337's, warranty documents, and all other records and papetwgrk 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 ofSeller'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 ofthe 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 W y Bill of Sale to be executed by its duly authorized officer, as of this day of 612. P"AdO 914 Nett SI" BOVALE DEVELOPMENTS. TRUSTOR Boo StC., TRUSTEE By: Name: Title: EFTA00307706  EXHIBIT B WARRANTY BILL OF SALE The undersigned, Bovale Developments, Inc., Trustee, a Delaware corporation, and 13ova1e 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. N901RL, together with two (2) Rolls Royce model 250-C40B engines bearing Manufacturer's Serial Nos. CAE844167 and CAF.844169, 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 of or 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-I attached to that cenain 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 (S10.00) 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 ofSeller'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. ISiONDITION AND "WITH AlL FAULTS?' IN WITNESS W F, Teas used this Warranty Bill of Sale to be executed by its duly authorizeatot day of _ _._.__.2012. Vet v .riletcr-49 -estC\eC S• Nent,:c BOVA E DEV toltUs BOVALS DEVELOPMENTS, INC., TRUSTEE By: .9„.9 7_ By: Na. e: "I Name: _ rifle: n a • Title: EFTA00307707