June 30, 2015

U. S. Department of Transportation Docket Management System 1200 New Jersey Ave., SE Washington, DC

20590

Re: FAA-Docket 2015-0107 Application for Amendment to Exemption 11360

Dear Sir or Madam:

On April 17, 2015, the F ederal Aviation Administration (FAA) granted Building 10, LLC (“Building 10”) an exemption, Exemption No. 11360 (the “Exemption”), pursuant to Section 333 of the FAA Modernization and Reform Act of 2012 (the Reform Act) and 14 C.F.R. Part 11. (FAA Docket 20125-0513) That exemption authorized commercial operations by Building 10 aerial data collection and closed-set motion picture and television filming. Building 10 herewith requests that its Exempt ion be amended, to the extent necessary, to allow real-estate filming and flight training 1

.

Submitted with this request for an amendment is an amended Building 10 sUAS Flight Operations Manual . The amended manual addresses the additional commercial operations requested herein, including real-estate filming and flight training. The amended manual is submitted confidentially, as was the origi nal manual in Docket 2015-0107. The information contained in the manual is proprietary and has not been made public. Under the Freedom of Information Act, 5 U.S.C. § 552 et. seq., such information is exempt from disclosure and Building 10 requests that the Exhibit 1 not be made available in response to any request for

release of the document.

As this amended Exemption request is identical to exemptions that already have granted, this request should qualify for summary processing. The FAA has issued grants of exemption in circumstances similar in all material respects to those presented in this petition.

1 Building 10 submits this amendment out of an abundanc e of caution to be sure that its Exemption allowing aerial data collection and closed set filming covers the additional commercial uses that Building

10 wishes to undertake. Jonathan B. Hill

+1 202 776 2725 jhill@cooley.comPage 2

In Grants of Exemption Nos.11062 to Astraeus Aerial (see Docket No.

FAA

− 2014

− 0352),11109 to Clayco, Inc. (see Docket No. FAA

− 2014

− 0507), 11112 to VDOS Global, LLC (see Docket No. FAA

− 2014

− 0382), and 11213 to Aeryon Labs, Inc. (see Docket

No. FAA

− 2014

− 0642), the FAA found that the enhanced safety achieved using an unmanned aircraft (UA) with the specifications descri bed by the petitioner and carrying no passengers or crew, rather than a manned aircraft of significantly greater proportions, carrying crew in addition to flammable fuel, gives the FAA good cause to find that the UAS operation enabled by this exemption is in the public interest.” As with the approval of the Closed Set Exemptions and the General Aerial Photography Exemptions , approval of this exemption would thereby enhance safety and fulfill the Secretary of Transportation’s (the FAA Administrator’s) responsibilities to “...establish requirements for the safe operation of such aircraft systems in the national airspace system.” Section 333(c) of the Reform Act.

The name and address of the

applicant is:

Building 10 LLC

Attn: James Cox

1112 Settlers Ct. Franklin, TN 37064 Ph: (615) 364-2060

Regulations from which the exemption is requested:

14 C.F.R. 61.23(a) and (c) 14 C.F.R. 61.101 (e) (4) and (5) 14 C.F.R. 61.113 (a) 14 C.F.R. 61.315 (a) 14 C.F.R. 91.7 (a) 14 C.F.R. 91.119 (c)

14 C.F.R. 91.121 14 C.F.R. 91.151 (a)(1) 14 C.F.R. 91.405 (a) 14 C.F.R. 407 (a) (1) 14 C.F.R. 409 (a) (1) and (2) 14 C.F.R. 417 (a) & (b)

This amended exemption application expressly fu lfills Congress’ goal in passing Section 333(a) through (c) of the Reform Act. This law directs the Secretary of Transportation to consider whether certain unmanned aircraft systems may operate safely in the national airspace system (NAS) before completion of the rulema king required under Section 332 of the Reform Act. In making this determination, the Secretary is required to determine which types of UASs do not create a hazard to users of the NAS or the public or pose a threat to national security in light of the following:

 The UAS’s size, weight, speed, and operational capability;

 Operation of the UAS in close proximity to airports and populated areas; andPage 3

 Operation of the UAS within visual line of sight of the operator.

Reform Act § 333 (a). Further, if the Secretar y determines that such vehicles “may operate safely in the national airspace system, the Secretary shall establish requirements for the safe operation of such aircraft in the national airspace system.” Id. § 333(c) (emphasis added) 2

.

Building 10’s business and its proposed uses for the aircraft, as modified, also are described in its original exemption application in this docke t, which is incorporated herein. These aircraft will operate consistent with theFlight Operati ons Manual (“FOM”), Aircraft Flight Manuals (“AFMs”),the motion picture and television operations manual (“MPTOM”), all of which have been submitted confidentially in this docket. Operations in compliance with these manuals will ensure that the sUAS will “not create a hazard to users of the national airspace system or the public” 3 and that the aircraft will operate in compliance with the conditions set forth in this application.

Given the small size of the sUASs involv ed and the restricted environment of operation, the applicant falls squarely within that zone of safety (an equivalent level of safety) in which Congress envisioned that the FAA must, by exemption, allow commercial operations of UASs to commence immediately. Given the clear direction in Section 333 of the Reform Act, the authority contained in the Federal Aviation Act, as amended; the strong equivalent level of safety surrounding the proposed operations, and the significant public benefit, including enhanced safety, reduction in environmental impact s, including reduced emissions associated with allowing battery powered UASs for these functions instead of turbine or gas power aircraft/rotorcraft, the grant of this requested exemption is in the public interest. Accordingly, the applicant respectfully requests that the FAA grant this amendment without delay.

AIRCRAFT AND EQUIVALENT LEVEL OF SAFETY/NATIONAL SECURITY

Building 10 states that operating in compliance with the conditions set forth in its Manuals will provide an equivalent level of safe ty for the operation of the its approved aircraft type for the purposes requested herein. A sUAV weighing fewer than 55 lbs. and powered by batteries eliminates virtually all of the risk t hat conventional operations with helicopters and fixed wing aircraft, given the reduced mass and lack of combustible fuel carried on board the UAS. The sUAV is carried to the target area and not flown. The sUAV will carry no passengers or crew and, therefore, will not expose them to t he risks associated with manned aircraft flights. These lightweight aircraft operate at slow speeds, close to the ground.

PUBLIC INTEREST

The FAA has granted exemptions to the regulations listed on page 2 in the exemptions cited above. As discussed in detail for each of these regulations in the attached Appendix A, the public interest will be served by an exemption because, with respect to each, operation in

2 Applicant interprets this provision to place the duty on the Administrator to not only process applications for exemptions under section 333, but for the Administra tor to craft conditions for the safe operation of the UAS, if it should be determined that the conditions set forth herein do not fulfill the statutory requirements for approval.

3 Reform Act Section 333 (b).Page 4

compliance with the requested conditions will ensure an equivalent level of safety. As also explained in Building 10’s original Section 333 exemption request, the grant of this requested exemption is in the public interest given the clear direction in Section 333 of the Reform Act; the authority included in the Federal Aviation Act, as amended; the strong equivalent level of safety surrounding the proposed operations; and the significant public benefit including enhanced safety, reduction in environmental impacts, and the public interest benefits derived from allowing control of sUASs from moving platforms to create the wonderful visual effects that enthrall the movie and television audiences across the country.

*********

Pursuant to 14 C.F.R. Part 11, the following summary is provided for publication in the Federal Register, should it be determined that publication is needed:

Applicant seeks an amended exemption from the following rules:

14 C.F.R. 61.23(a) and (c) 14 C.F.R. 61.101 (e) (4) and (5) 14 C.F.R. 61.113 (a) 14 C.F.R. 61.315 (a) 14 C.F.R. 91.7 (a) 14 C.F.R. 91.119 (c)

14 C.F.R. 91.121 14 C.F.R. 91.151 (a)(1) 14 C.F.R. 91.405 (a) 14 C.F.R. 407 (a) (1) 14 C.F.R. 409 (a) (1) and (2) 14 C.F.R. 417 (a) & (b)

to operate commercially a small unmanned vehicle (55 lbs. or less) in real-estate filming and to conduct commercial flight training.

Approval of exemptions allowing commercial operations of sUASs for the uses requested will enhance safety by reducing risk. “Conventional operations,” no matter where or how they are controlled, using jet or piston power aircraft (the current method of filming) operate at extremely low altitudes in extreme proximity to people and stru ctures present risks associated with vehicles that weigh in the neighborhood of 6,000 lbs., carrying large amounts of jet A or other fuel (140 gallons for jet helicopters). Such aircraft must fly to and from the project location. In contrast, a sUAS weighing fewer than 55 lbs. and powered by batteries eliminates virtually all of that risk given the reduced mass and lack of combustible fuel carried on board. The sUAS is carried to the target area and not flown. The sUAS will carry no passengers or crew and, therefore, will not expose them to the risks associated with manned aircraft flights, nor, compared to “conventional operations” does it expose the “public” to commensurate risks.

The operation of small UASs, weighting less than 55 lbs., conducted in the strict conditions outlined above, will provide an equivalent level of safety supporting the grant of the exemptions requested herein. These lightweight aircraft operating in designated areas, atPage 5

relatively slow speeds are far safer than conventional operations conducted with turbine helicopters operating in close proximity to the ground and people.

Satisfaction of the criteria provided in Section 333 of the Reform Act of 2012 – size, weight, speed, operating capabilities, proximity to airports and populated areas and operation within visual line of sight and national security – provide more than adequate justification for the grant of the requested exemptions allowing commercial operation of applicant’s UASs for the purposes outlined herein.

Sincerely,

Jonathan B. Hill J. G. Harrington Cooley LLP Counsel for Helicopters West LLC.

John McGraw John McGraw Aerospace Consulting, LLC Agent for Helicopters West LLC.

cc: Bill Crozier Robert Pappas

Jake Troutman

Dean Griffith Thuy H. Cooper1299 PENNSYLVANIA AVENUE, NW, SUITE 700, WASHINGTON, DC 20004-2400 T: (202) 842-7800 F: (202) 842-7899 WWW.COOLEY.COM Appendix A

AIRCRAFT AND EQUIVALENT LEVEL OF SAFETY

The FAA has granted exemptions to the followi ng regulations in the listed exemptions: 14 C.F.R. 61.23(a) and ( c);14 C.F.R. 61.101 (e) (4) and (5);14 C.F.R. 61.113 (a); 14 C.F.R. 61.315 (a);14 C.F.R. 91.7 (a);14 C.F.R. 91.119 (c);14 C.F.R. 91.121;14 C.F.R. 91.151 (a)(1);14 C.F.R. 91.405 (a);14 C.F.R. 407 (a) (1);14 C.F.R. 409 (a) (1) and (2);14 C.F.R. 417 (a) & (b) to allow aerial data collection and closed set filming (See, FAA Exemptions 11309,11460, 11490 and the Exemption)

14 C.F.R. Part 61: Private Pilot Privileges and Limitations: Pilot in Command

Sections 61.113 (a) & (b) limit private pilots to non-commercial operations

. Because the UAS will not carry a pilot or passengers, the proposed operations can achieve the equivalent level of safety of current operations by requiring the PIC operating the aircraft to hold a certificate issued by the FAA authorizing operation of any aircraft (ATP, Commercial, Private, Recreational or Sport). Unlike a conventional aircraft that carries the pilot and passengers, the sUAS is remotely controlled with no living thing on board. The area of operation is controlled and restricted, and all flights are planned and coordinated in advance as set forth in the Manual. The level of safety provided by the requirement s included in the Manual exceeds that provided by a single individual holding a commercial pilot’s certificate operating a conventional aircraft. The risks associated with the operation of the sUAS are so diminished from the level of risk associated with commercial operations contemplated by Part 61 when drafted, that allowing operations of the sUAS as requested with any certificate issued by the FAA as the PIC exceeds the present level of safety achieved by 14 C.F.R. Part 61. The FAA has granted exemptions for private pilots to conduct similar operations in Exemptions 11062, 11213, 11360 and 11447.

14 C.F.R. § 91.119: Minimum Safe Altitudes

Section 91.119 establishes safe altitudes for operation of civil aircraft. Section 91.119 (d) allows helicopters to be operated at less than the minimums prescribed, provided the person operating the helicopter complies with any route or altitudes prescribed for helicopters by the FAA. As this exemption is for sUASs that are helicopters and the exemption requests authority to operate at altitudes up to 400 AGL an exemption may be needed to allow such operations. As set forth herein, except for the limited c onditions stated in the Manual, the UAS will never operate at higher than 400 AGL.

The equivalent level of safety will be achieved given the size, weight, speed of the UAS as well as the location where it is operated. No flight will be taken without the permission of the property owner, facility owner and local officials. Because of the advance notice to the property owner and participants all affected individuals will be aware of the planned flight operations as set forth in the Manual. Compared to flight operations with aircraft or rotorcraft weighting far more than the maximum 55lbs. proposed herein and the lack of flammable fuel, any risk associated with these operations is far less than those presently presented with conventionalaircraft operating at or below 500 AGL in the aerial photography industry. In addition, the lowaltitude operations of the sUAS will ensure separation between these small-UAS operations and1299 PENNSYLVANIA AVENUE, NW, SUITE 700, WASHINGTON, DC 20004-2400 T: (202) 842-7800 F: (202) 842-7899 WWW.COOLEY.COM the operations of conventional aircraft that must comply with Section 91.119. The FAA has granted exemptions to conduct similar operations in Exemptions 11062, 11213, 11360 and

11447.

14 C.F.R. § 91.121: Altimeter Settings

This regulation requires each person operating an aircraft to maintain cruising altitude by reference to an altimeter that is set “...to the elevation of the departure airport or an appropriate altimeter setting available before departure.” As each sUAS model in at least one operating mode will not have a barometric altimeter, but instead a GPS altitude read out, an exemption will be needed. An equivalent level of safety will be achieved by the operator, pursuant to the Manual and Safety Check list, confirming the al titude of the launch site shown on the GPS altitude indicator before flight. The FAA has granted exemptions to conduct similar operations in Exemptions 11062, 11213, 11360 and 11447.

14 C.F.R. § 91.151(a): Fuel Requirements for Flight in VFR Conditions

Section 91.151 (a) prohibits an individual from beginning “a flight in an airplane under VFR conditions unless (considering wind and forecast weather conditions) there is enough fuel to fly to the first point of intended landing, and, assuming normal cruising speed – (1) During the day, to fly after that for at least 30 minutes; or (2) At night, to fly after that for at least 45

minutes.”

The battery powering the sUAS provides approx imately 40 minutes of powered flight. To meet the 30 minute reserve requirement in 14 C.F.R. § 91.151, sUAS flights would be limited to approximately 10 minutes in length. Given the limitations on the UAS’s proposed flight area and the location of its proposed operations within a predetermined area, a longer time frame for flight in daylight or night VFR conditions is reasonable.

Applicant believes that an exemption from 14 C.F.R. § 91.151(a) falls within the scope of prior exemptions. See Exemption 10673 (allowing Lockheed Martin Corporation to operate without compliance with FAR 91.151 (a)). Operating the small UAS, in a tightly controlled area where only people and property owners or official representatives who have signed waivers will be allowed, with less than 30 minutes of reserve fuel, does not engender the type of risks that Section 91.151(a) was intended to alleviate given the size and speed of the small UAS.

Applicant believes that an equivalent level of safety can be achieved by limiting flights to 5 minutes of reserve time on the batteries. This restriction would be more than adequate to return the sUAS to its planned landing zone from anywhere in its limited operating area.

Similar exemptions have been granted to other operations, including Exemptions 2689F, 5745, 10673, 10808 and Exemptions 11062, 11213, 11360 and 11447.1299 PENNSYLVANIA AVENUE, NW, SUITE 700, WASHINGTON, DC 20004-2400 T: (202) 842-7800 F: (202) 842-7899 WWW.COOLEY.COM 14 C.F.R. Part 91: Maintenance Inspections

These regulations require that an aircraft operator or owner “shall have that aircraft inspected as prescribed in subpart E of this part and shall between required inspections, except as provided in paragraph (c) of this section, have discrepancies repaired as prescribed in part 43 of this chapter...,” and others shall inspect or maintain the aircraft in compliance with Part 43.

Given that these section and Part 43 apply only to aircraft with an airworthiness certificate, these sections will not apply to the applicant. Maintenance will be accomplished by the operator pursuant to the flight manual and operating handbook as referenced in the FOM attached as confidential. An equivalent level of safety will be achieved because these small UASs are very limited in size and will carry a small payload and operate only in areas for limited periods of time. If mechanical issues arise the UAS can land immediately and will be operating from no higher than 400 feet AGL. As provided in the FOM the operator will ensure that the UAS is in working order prior to initiating flight, perform required maintenance, and keep a log of any maintenance performed. Moreover, the operator is the person most familiar with the aircraft and best suited to maintain the aircraft in an airworthy condition to provide the equivalent level of safety. The FAA has granted exemptions for similar operations in Exemptions 11062, 11213,

11360 and 11447.

118702955 v1

# Exhibit 1 (Confidential)