EFTA02705556

Page 1 ofl Lisa Graziano From: Mandel, Michael Sent: Monday, August 19, 2013 2:36 PM To: John Hannan Cc: Lisa Graziano: 'David Norton Subject: N624N Memorandum of Understanding Attachments: N624N MOU_104979572(2)-c.DOCX Daigle, Brian John, we would like the parties to execute the attached MOU in an effort to confirm what has been the case at least since Avioneta Holdings has beneficially owned Rance: that as among the owner trustee, Rance, Avioneta Holdings and Leon, has exercised "Operational Control" under the Part 91 Management Agreement with Jet. Scott or John, please call me if you have any questions. Michael Michael S. Mandel AKIN GUMP STRAUSS HAUER & FELD CLP IRS Circular 230 Notice Requirement: This communication is not given in the form of a covered opinion, within the meaning of Circular 230 issued by the United States Secretary of the Treasury. Thus, we are required to inform you that ycu cannot rely upon any tax advice contained In this communication for the purpose of avoiding United States federal tax penalties. :n addition, any tax advice contained in this communication may not be used to promote, market or recommend a transaction to another party. The information contained in this e-mail message is intended only for the personal and confidential use of the recipient(s) named above. If you have received this communication in error, please notify us immediately by e-mail, and delete the original message. 8/20/2013 EFTA_R1_02096014 EFTA02705556 MEMORANDUM OF UNDERSTANDING (N624N) THIS MEMORANDUM OF UNDERSTANDING (this "MOO") is entered into as of the 19th day of August, 2013, but for all purposes is deemed effective as of February 28, 2012 (the "Effective Date"), by and among (i) Wells Fargo Bank Northwest, N.A., not in its individual capacity but solely as owner trustee under that certain Trust Agreement dated as of August 24, 2011 (the "Owner Trustee"); (ii) Rance Acquisitions, LLC ("Rance"); (iii) Avioneta Holdings LLC ("Avioneta Holdings" and collectively with the Owner Trustee and Rance, the "Contract Parties"); and (iv) Leon D. Black (the "Individual Operator," individually, a "Party" and collectively with the Contract Parties, the "Parties"). RECITALS: A. The Owner Trustee, Avioneta Holdings and Jet Aviation Flight Services, Inc. ("JAFS") are parties to that certain Aircraft Management Agreement dated as of August 31, 2011 (the "AMA'), pertaining to that certain Gulfstream V aircraft bearing manufacturer's serial number 681 and U.S. registration number N624N (the "Aircraft'). B. The Individual Operator has consistently exercised Operational Control (as defined by 14 C.F.R. § 1.1) of the Aircraft under the AMA. C. The Parties are executing this MOU for the purpose of confirming the Individual Operator's Operational Control and agreeing to the Individual Operator's continuation of the same. NOW, THEREFORE, in consideration of these premises and the mutual covenants and agreements herein contained the sufficiency of which the Parties acknowledge, the Parties agree as follows: 1. Confirmation of Operational Control. The Parties hereby confirm that, from and after the Effective Date, the Individual Operator has exercised Operational Control of the Aircraft. 2. No Release. Notwithstanding anything to the contrary contained herein in no event shall either the Owner Trustee or Avioneta Holdings be relieved of any of its obligations to JAFS under the AMA as a result of this MOU. 3. Counterparts. This MOU may be executed in any number of counterparts, all of which together shall constitute a single instrument. It shall not be necessary that any counterpart be signed by both parties so long as each party shall sign at least one counterpart. 4. Beneficiaries. The parties hereto agree that the provisions of this MOU are for the sole benefit of the Parties hereto and their successors and permitted assigns, and are not for the benefit, directly or indirectly, of any other person. 5. Amendments. This MOU may be amended only by a written instrument executed by the parties hereto or their respective successors or permitted assigns. Error!Uolcoovio document property mom EFTA_R1_02096015 EFTA02705557 6. Further Assurances. Each party agrees that from time to time after the date hereof, it shall execute and deliver or cause to be executed and delivered such instruments, documents and papers, and take all such further action as may be reasonably required in order to consummate fully the purposes of this MOU and to implement the transactions contemplated hereby. 7. Governing Law. This MOU shall be governed by and construed in accordance with the laws of the State of New York, including all matters of construction, validity and performance. 8. Notices. All notices, requests and other communications under this MOU shall be in writing (for this purpose, "writing" includes telecopy or other electronic transmissions, including electronic mail) and shall be personally delivered or sent by telecopy or other electronic transmission, including email, or by overnight courier service, in each case to the respective address, telecopy number and/or email address specified below or such other address, telecopy number and/or email address as such person may hereafter specify by notice to the other party or to the parties hereto. Each such notice, request or other communication shall be effective when received. If to the Owner Trustee or Rance, to: 260 N. Charles Lindbergh Drive MAC: U1240-026 Salt Lake City, Utah 84116 Ann: Corporate Trust Department Facsimile: Email: If to the Avioneta Holdings, to: 9 West 57th Street 48th Floor New York, NY 1019 Attention: John J. Hannan Facsimile: Email: and a copy to: Akin Gump Strauss Hauer & Feld LLP 1333 New Hampshire Avenue NW Washington, DC 20036 Attention: Michael S. Mandel Facsimile: Email: 2 EFTA_R1_02096016 EFTA02705558 If to the Individual Operator, to: 9 West 57th Street 48'h Floor New York, NY 1019 Facsimile: Email: ]SIGNATURE PAGE FOLLOWS] EFTA_R1_02096017 EFTA02705559 IN WITNESS WHEREOF, the parties hereto have caused this MOU to be duly executed and delivered by their respective officers as of the day and year first above written. CONTRACT PARTIES: WELLS FARGO BANK NORTHWEST, N.A., not in its individual capacity but solely as owner trustee By: Name: Title: RANCE ACQUISITIONS, LLC By: Name: Jo Title: P INDIVIDUAL OPERATOR: Leon D. Black Mgnature Page to Memorandum of Understanding OAFS dMdt EFTA_R1_02096018 EFTA02705560