EFTA01327387

DomiSIgn Envelop* ID: SF5A5466-1857-43.51.A244.W0438E6749 Accepted IR Apr/07/2021 ASSIGNMENT OF SPECIAL Special Regisuaiton Number 0 NI88TH REGISTRATION NUMBERS us oatkatment Aircraft Make and Model Present Registration Number a rtiwisawawo RAYTHEON AIRCRAFT COMPANY 400A NINSTS Federal Aviation Serial Number Issue Date: Administration RK.244 Mar 11. 2021 ICAO AIRCRAFT ADDRESS CODE FOR N 188TH - 50260025 Ibis as your authority to Outgo the United Sides registratI011 number on the above described THORAIR LLC aircraft to the special PO BOX 2218 remstmuon number alma% SANDUSKY OH 44871.2218 I ir ll:i mlai to,14uanividailtirrirtiililil Carry duphow of thus form in to aircraft together with the - old registrationamnesic ac interim authority to Operate ilw aircraft peadmg receipt of rowed cerielkate of aircraft cogisuallon. The latest FAA Form III.RI-6, Application For Airworthiness on Me b dated: Ma 06. 2_011 The altrisordtlans classification and category: STD TRAMP INSTRUCTIONS: SIGN AND RETURN THE ORIGINAL of this form lo the Civil Aviation Registry. Aircraft Registration Branch, within 5 days after the special registration number is placed on the aircraft. A revised certificate of aircraft registration will then be issued. Obtain a revised certificate of ainvorthiness from your mares' Flight Standards District Office. The authority to use the special *umber expires: Mar I I, 2022 CERTIFICATION: I comfy that the special registration number was placed RETURN FORM TO: osi the aircraft described above. obsonnowitir Rabotiat lltdititls. Civil Aviation Registry Aircraft Registration Branch 354/97C0C.CAO, P.O. Box 25504 SIXxxlIzo of Owner l'S au: 4 'Thor cii" Oklahoma City. Oklahoma 73125-0504 Tide of Clswier rtni dent/ TherSneet 1e/4 1t (t\ her OW Placed co Aircrafi (al At t k A8. 262 I it FORM 5050-64 (MOO) aarwrwsks Prnkm Edition SDNY_GM_02755349 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242271 EFTA01327387 VINOHV1;10 Aila \''•..';OHV1NO SO E Nd 9— UdY lilt 218 NOIIVESION IJVHOUIV VVJ HIIM 03113 SDNY_GM_02755350 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242272 EFTA01327388 We would like to change our current registration number and hold it until aircraft is finished being built. Our current registration number is N188TS which is currently on a BE-40 serial number rk-244 owned by 0 ThorAir. We would like to hold NltiSTS and put N188TH on the BE-40 RK-244. PO tO 0 tO Enclosed will be two checks each for $10, one to change registration numbers, and the other to hold N188TS until further notice. if you have any question please feel free to call Hunter McDonald (Chief Pilot) at r email ai Please send all documents to PO box 2218 Sandusky Ohio 44871 Signed by: Date: 12/74/7-Das.--, Title: NAct-Se- $10 00 01111/2021 510.00 01/11/2021 SDNY_GM_02755351 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242273 EFTA01327389 AIM VI/JOHV1M0 90£ :8 WV I I NV1 1201 NOII. 1:1808IV lifVd H11,5i 03113 SDNY_GM_02755352 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242274 EFTA01327390 OMB Comm' heiress 21200729 Exams 0413017 Paperwork Reduction Act Statement: The Infcmoeion <clamed on this Cann Y necessary to maintain aircraft ',outdoor. We estimate mat it ion take approurraey 30 minutes to con-Otte the foto Pease note that an any may nor condual or sponsor. and a person is a ecu no to respond lo. a °Mottos of irronnation unless it displays a Rig CAM corpol run-on'. Form Approved, OMB No. 2120-0729 -Commena concerning Me accuracy of dins tooen and sone:eons Ion mamas this burden shoal be devoted to the FAA at 800 Independence Avenue SW. Washingron. DC 20501. ATTN: Inionnaton C,otecton Cleararce Officer. AES-200.- FAILURE TO RENEW REGISTRATION WILL DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION RESULT IN CANCELLATION OF REGISTRATION AIRCRAFT REGISTRATION RENEWAL APPLICATION AND REGISTRATIONNUMBER ASSIGNMENT (See 14 CF.R. S.§ 47.15(1). 47.40 and 47.4f) AIRCRAFT REGISTRATION NUMBER SERIAL NUMBER N MANUFACTURER MODEL RAYTHEON ARCRAFT COMPANY 400A DATE OF ISSUANCE DATE OF EXPIRATION TYPE OF REGISTRATION 12/3112013 12/31/2022 LLC ENTER REGISTERED OWNER(S) & ADDRESS FROM FAA FILE HELPFUL INFORMATIO/9 (Owner I) THORAR LLC Review Aircraft Registration File Information for this aircraft at: tilba://reoistrviaaeoWaircraftinouirv. (Owner 2) Mato; Enter any adddional owner names on page twcf Assistance may be obtained al our web page http;llrectistryfaa.00Y/renewreqistration (Address) P° B°X 2218 by emai Maeircraft.reoistrvefaa.00v. Of (Address) by leleMtone at (866) 762 9430 (toll free). or (405) 954 . 3116 Coy SANOUSKY state OH zip 44871.2218 When mailing fees, please use a crock or money order made Country UNTIED STATES payable to the Federal Aviason Adrranistration. Physical Address: Required when mailing address Is a P.O. Box or mail drop. Signature and Title Requirements for Common Registration Types: (Address) 312 NEILSEN ME owner must sign. title would be boner'. Partnership general partner signs showing 'general partner as (Address) title. coy SAHOLISKY State Off 44. 70 Corporation corporate officer or manager signs. showing full title. campy UNITED STATES • Limited Liability Co authorized member. manager. or officer identified in the LLC organization document sans. showing roil title. - CWOwnef earn co-owner must sign. showing "co owner as title. TO RENEW REGISTRATION: REVIEW setae' registration information. - Government authorized person must sign and show their full fide. Ste.), the appropriate statement, Etna any change in address in the spaces below. =L. pg1F. & 0OL1. form with the $5 renewal fee to the: Nob: Al signatures must be In IM. or other permanent media. FAA Aircraft Registry. PO Box 25504. Oklahoma City OK 73125-0504.0r To comet entries: Draw a single line through error. Make correct entry n by courier to: 6425 S Denning Rm 118, Oklahoma City OK 73169-6937 remaining space. or complete the form onene. An application form will be raided if any entry is covered by correction laps or similarly obscuted El I (WE) CERTIFY, THE NAME(S) AND ADDRESSES FROM THE FAA FILES FOR THE °WRENS) OF THIS AIRCRAFT ARE CORRECT, OWNERSHIP TO CANCEL THE REGISTRATION FOR THIS AIRCRAFT: MEETS CITIZENSHIP REQUIREMENTS OF 14 CFR §47.3, AIRCRAFT IS CHFCv All applicade block(s) below. COMPIFTF. Bat GATE & meg. NOT REGISTERED UNDER THE LAWS OF ANY FOREIGN COUNTRY. this form with any fees to the: FAA Aircraft Registry. PO Box 25504. Oklahoma City. OK. 73125-0504. or by courier to: O UPDATE THE MAILING! PHYSICAL ADDRESS AS SHOWN BELOW. 6425 S Denning Rm. 118. Chia/Kona City OK 73169-6937 I (WE) CERTIFY THE. NAME(S)SNOWN ABOVE FOR THE OWNER(S) OF THIS AIRCRAFT IS CORRECT, OWNERSHIP MEETS THE CITIZENSHIP ❑ CANCELLATION OF REGISTRATION IS REQUESTED. REOUREMENTS OF 14 CFR §47.3, AIRCRAFT IS NOT REGISTERED UNDER THE LAWS OF ANY FOREIGN COUNTRY. • THE AIRCRAFT WAS SOLD TO: (Show purchasers name and address.) NEW MAILING ADDRESS ❑ THE AIRCRAFT IS DESTROYED OR SCRAPPED. NEW PHYSICAL ADDRESS: complete if physical address has changed. or ❑ THE AIRCRAFT WAS EXPORTED TO: the now mailing address is a PO Box or Mal Drop. ▪ OTHER. Specify ▪ PLEASE RESERVE N-NUMBER IN THE OWNER'S NAME AND ADDRESS. The 510 reservation fee is enclosed. SIGNATURE OF OWNER 1 beadved neat PRINTED NAME Cr SIGNER (requited nerd) TITLE (required held) DATE Erearoncany Castled by Reg stared Owners 7/17/2019 SIGNATURE OF OWNER 2 PRINTED NAME OF SIGNER TITLE DATE Use page 2 for additional signatures. Fee paid: 55 (201907171106133717NB) AC Form 8050-18 (04/12) SDNY_GM_02 755353 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242275 EFTA01327391 SDNY_GM_02755354 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242276 EFTA01327392 OMB Canal Numbe 21260729 Expcses 04,361 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. NAME OF OWNER DATE SIGNATURE I PRINTED NAME OF SIGNER TITLE NAME Of OWNER DATE SIGNATURE I PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE I PRINTED NAME OF SIGNER TITLE NAME Of OWNER DATE SIGNATURE I PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE I PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE I PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE I PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE PRINTED NAME OF SIGNER TITLE AC Form 8050-1B (04/12) REF N-NUM: MEITS SDNY_GM_02755355 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242277 EFTA01327393 SDNY_GM_02755356 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242278 EFTA01327394 4ECORDED CONVEYANCE. FILED IN: U.S. DEPARTMENT OF TRANSPORTATION %NUM: I88TS FEDERAI. AVIATION ADMINISTRATION SERIAL NUM: RK-244 MFR: EON AIRCRAFT COMPANY CROSS-REFERENCE—RECORDATION MODEL: 4 RAYTH000 AIR CARRIER: This form is to be used in cases where a conveyance covers several aircraft and engines, propellers, or location. File original of this form with the recorded conveyance and a copy in each aircraft folder involved. TYPE OF CONVEYANCE. DATE EXECUM) AMENDMENT NO. 2 TO AIRCRAFT SECURITY AGREEMENT JANUARY I, 2019 (SEE RECORDED CONVEYANCE RT008294 DOC ID 4587) FROM DOCUMENT NO. THORAIR. LLC LT0218134 TO OR ASSIGNED TO DATE RECORDED FIFTH THIRD BANK MAR 18, 2019 THE FOLLOWING COLLATERAL IS COVERED IN THE CONVEYANCE: Total Aircraft: I Total Engines: 2 I o al Props: Total Spare Parts: NI 88TS WMINT FJ443AP 2527676 WMINT FJ443AP 252768 REt: AR.2.)It (OM) SDNY_GM_02755357 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242279 EFTA01327395 SDNY_GM_02755358 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242280 EFTA01327396 FIFTH THIRD BANK AMENDMENT No. 2 TO AIRCRAFT SECURfTY AGREEMENT THIS AMENDMENT NO. 2 dated as of January 1, 2019, amends that certain Aircraft Security Agreement dated as of December 27, 2013 (the 'Agreement"), by and between FIFTH THIRD BANK, as Secured Party ('Secured Party and/or 'Lender), and THORAIR, LLC, as Grantor ('Grantor and/or Borrower). Unless otherwise specified herein, all capitalized tents shall have the meanings ascribed to them In the Agreement. WHEREAS, the Borrower and the Lender are parties to an Aircraft Security Agreement dated as of December xi) 2013, which was recorded by the Federal Aviation AdmInistration'bn February 28, 2014, and assigned Conveyance No. RT008294 (as amended, the 'Loan Agreement"); and WHEREAS, Borrower has requested that Lender extend the maturity of the Loan and modIfy the Interest rate and payments applicable to the Loan under the Loan Agreement. NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each party to this Amendment agrees, as follows: 1. Section 9.1(aa) of the Loan Agreement Is hereby restated as follows: *a) `Loan Documents' means, collectively, this Agreement as amended by Amendment No. 1 to Aircraft Security Agreement dated February 1, 201fetrnendment No. 2 dated January 1, 2019, the Note, the Guaranty(s), an IDERA in favor of Secured Party, the Rate Management Agreement and all other documents prepared by Secured Party and now or hereafter executed in connection therewith and all amendments, restatements, modifications and supplements thereto. 2. Section 9.1(gg) of the Loan Agreement Is hereby restated as follows: ' bb) 'Note' means that certain Amended and Restated Promissory Note by Borrower, as maker, In favor of Lender, as holder, dated effective January 1, 2019, in the amended principal amount of "as the same may be renewed, extended or moaned from time to time. 3. The Borrower agrees to pay all costs and expenses of the Lender In connection with the preparation, execution and delivery of this Amendment and the other instruments and documents to be delivered hereunder (Including, without limitation, the reasonable fees and expenses of counsel and FAA counsel for the Lender). 4. This Amendment shall become effective when, the Lender shall have received (I) a counterpart of this Amendment executed by the Borrower, and (II) an Amended and Restated Promissory Note executed by the Borrower In favor of Lender (collectively, the 'Amendment Documents'). THIS AMENDMENT IS BEING DELIVERED IN THE STATE OF OHIO. THIS AMENDMENT. INCLUDING AU. MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, WILL IN ALL RESPECTS BE GOVERNED BY, AND BE CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF OHIO, WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES. (Remainder of page Intentionally left blank. Signature page follows.) 6 /14 "F4 A") 4fsee Schedule A 1,CIAWBV\tri C-;\4 1.04%viitt FRR 190311251245 $15 00 01/31/2019 ClassilearbOn: ucied SDNY_GM_02755.359 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242281 EFTA01327397 SDNY_GM_02755360 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242282 EFTA01327398 Except as modified herein, all of the terms, covenants and conditions of the Agreement shall remain in full force and effect and are in all respects hereby ratified and affirmed. IN WITNESS WHEREOF, Secured Party and Grantor have executed this Amendment as of the date first above written. Secured Party: Grantor: FIFTH THIRD BANK TH0RAI LLC By Y: Name >dame: T die }ditidrec‘aent int,cfritt lAte CL-S %,vt.** Rtv s_led 2 SDNY_GM_02755361 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242283 EFTA01327399 SDNY_GM_02755362 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242284 EFTA01327400 SCHEDULE A Intentionally omitted for FAA filing purposes as It contains confidential finandal information. Claisaation: ReIncled 3 SDNY_GM_02755363 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242285 EFTA01327401 CERTIFICATE mPared this Met have instrument and thereby certify ins t with the ofigi py of said original. end cone, SDNY_GM_02755364 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242286 EFTA01327402 DOCUMENT LEVEL ANNOTATIONS ORIG #5872 FFR 1/31/2019 RET'd TO C&D See Recorded Conveyance RT008294 Doc ID 4587 SDNY_GM_02755365 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242287 EFTA01327403 SDNY_GM_02755366 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242288 EFTA01327404 OMB Cabot Neeker 2126.0729 Expire. o4(3017 Paperwork Reduction Act Statement: The intemaboncolkaed on ate term is necessary to maintain aircraft ',gustation We estimate that it will take approximately 30 minutes to complete the lam. Pease nob that an MOM may not condull on TVOnsof. and a person is a too' no to rasp rd 10. a Canadian Cd information unless a displays a yard CCM control runt°, Foos Approved, OMB No. 2520-0729 -Commentsa:morning the accuracy of ens bunion and suggestions for reaming the burden Maud be directed to itie FAA at 800 Independence Avenue SW. WaShinglOn. DC 20501. ATTN. inlownation Cotecton Cieararce Officer. AES-200.- FAILURE TO RENEW REGISTRATION WILL DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION RESULT IN CANCELLATION OF REGISTRATION AIRCRAFT REGISTRATION RENEWAL APPLICATION AND REGISTRATIONNUMBER ASSIGNMENT (See 14 CFR. §§ 47. I5( 47.40 and 47.41) AIRCRAFT REGISTRATION NUMBER SERIAL NUMBER N 18815 FtK 244 MANUFACTURER MODEL RAYTHEON A$CRAFT COMPANY 400A DATE OF ISSUANCE DATE OF EXPIRATION TYPE OF REGISTRATION 12/31/2013 12/31/2019 CORPORATION ENTER REGISTERED OWNER(S) & ADDRESS FROM FAA FILE HELPFUL INFORMATION (Owner TFiORAIRLLC Review Aircraft Registration File Information for this aircraft at htba://reoistrviaa.omdaitcrafanouity. (Owner 2) N2IL Enter any additional owner names on Palle two. Assistance may be obtained PO BOX 7258 al our web page httollregiSblitifila.00Y/renewreckstration (AddreSS) by e-mail a: faa.airctaftreaistrvkinaa.aox. or (A6dreSS) by telephone a' (866) 762 • 9434 (loll free), or (405) 954 - 3116 City SANDUSKY state OH r ig 44a71.22ta When mailing fees, please use a deck or money order made Camay UNITED STATES payable to the Federal Avia,On AdrniniStratiOn Physical Address: Required when mailing address Is a P.O. Box or nail drop. Signature and Title Requirements for Common Registration Types: (Address) 312 NEI.SFN AVE • Irdwidual owner must sign, title would be -owner'. • Partnership general partner signs showing 'general partner' as (Address) title. City SANDUSKY State Ohl Zip 41870 • Corporation corporate officer or manager signs. showing full title. country. UNITED STATES • Limited Liabilty Co authorized member. manager. a officer identified in the LLC organization enamel): mans, shaming full title. - CO.Ownal each co-own must sign. Shaving "c0 Cotner as title. TO RENEW REGISTRATION: REVIEW setae' registration information. Goverment authorized person must sign and show their full title. SELECT the appropriate statement, Etna any change in address in the spaces below. $a1, DaIE & gua form with the $5 renewal fee to the: Note: Al signatures must be In Ink, or other permanent media. FAA Aircraft Registry. PO Box 25504. Oklahoma City OK 73125-0504.0r TOG:matt entries: Draw a single brie through error. Make correct entry in by courier to: 6425 S Denning Rm 118, Oldahoma City OK 73169-6937 remaining space. or complete the form onane. An application form will be rejected if any entry is covered by comsat(' tape or similarly obsaxed O IFOR (WE) CERTIFY. THE NAIVE(S) AND ADDRESSES FROM THE FAA FILES THE OWNER(S) OF THIS AIRCRAFT ARE CORRECT. OWNERSHIP TO CANCEL THE REGISTRATION FOR THIS AIRCRAFT: MEETS CITIZENSHIP REQUIREMENTS OF 14 CFR §47.3, AIRCRAFT IS CHFCv All applicable block(s) below, COMP1FTF. SIGN. DAM 8 me& NOT REGISTERED UNDER THE LAWS OF ANY FOREIGN COUNTRY. this lam with any fees to the: FAA Akaaft Registry. PO Box 25504. Oklahoma City. OK. 73125-0504. or by courier to: O UPDATE THE MAILING! PHYSICAL ADDRESS AS SHOWN BELOW. 6425 S Denning Rm. 118. adenoma City OK 73169.6937 I (WE) CERTIFY THE: NAME(S) SHOWN ABOVE FOR THE OWNER(S) OF THIS AIRCRAFT IS CORRECT, OWNERSHIP MEETS THE CITIZENSHIP ❑ CANCELLATION OF REGISTRATION IS REQUESTED. REQUIREMENTS OF la CFR §47.3. AIRCRAFT IS NOT REGISTERED UNDER TIIE LAWS OF ANY FOREIGN COUNTRY. D (Show THE AIRCRAFT WAS SOLD TO: purchaser's name and address.) NEW MAIUNG ADDRESS ❑ THE AIRCRAFT IS DESTROYED OR SCRAPPED. NEW PHYSICAL ADDRESS: complete if physical address has changed. or ❑ THE AIRCRAFT WAS EXPORTED TO: the now mailing address is a PO Box or Mal Drop. ▪ OTHER. Specify ▪ PLEASE RESERVE N-NUMBER IN THE OWNER'S NAME AND ADDRESS. The 510 reservation fee is enclosed. SIGNATURE OF OWNER 1 Imautied red) PRINTED NAI.E CF SIGNER (requited TWO) TrTLE (required field) DATE Etearencany Cenule4 by Registered Oencts 7/18/2016 SIGNATURE OF OWNER 2 PRINTED NAME OF SIGNER TITLE DATE Use page 2 for additional signatures. Fee paid: SS (201607180909154645ND) AC ionn 8050-111 (04/12) SDNY_GM_02 755367 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242289 EFTA01327405 SDNY_GM_02755368 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242290 EFTA01327406 OMB Canal Numbe 21260729 Expcses 04,361 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. NAME OF OWNER DATE SIGNATURE I PRINTED NAME OF SIGNER TITLE NAME Of OWNER DATE SIGNATURE I PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE I PRINTED NAME OF SIGNER TITLE NAME Of OWNER DATE SIGNATURE I PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE I PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE I PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE I PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE PRINTED NAME OF SIGNER TITLE AC Form 8050-1B (04/12) REF N-NUM: MEITS SDNY_GM_02755369 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242291 EFTA01327407 SDNY GM 02755370 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242292 EFTA01327408 0 a ASSIGNMENT OF SPECIAL Special Registration Number 0 N188TS tO REGISTRATION NUMBERS us ciaaneran Aircraft Make and Model Present Registration Number et raworwison RAYTHEON AIRCRAFT COMPANY 400A N493LX Federal Aviation Serial Number Issue Date: 0 Administration RK-244 Apr 03, 2014 ICAO AIRCRAFT ADDRESS CODE FOR N1RSTS - 50260036 This is )mu authority to change the United States fl irtation numbs on the stove described THORAIR LLC titan to the special PO BOX 2218 registration number shown. SANDUSKY OH 04871.2218 Carry duplicate of this form if the 1.1u1.18.11.i1.1...1...118.1.1O1.1...111..I.1.1..1i1...1.1.1 aircraft together with the old registration certificate as inienro authority to opate the aircraft pending receipt of revised certificate ofregistmlion. Main a revised catifiam of iiimathiness from your neat- en Gigs Shindards Dimia Office. The ant FAA Ferns 8l30-6. Application For Airworthiness on Ilk is dated: Dec 29. 2013 The airworthiness riassiftasioa ad category: STD 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 paced on the aircraft. A revisal certificate will then be issued. The authority to we the special number expires: Apr 03, 2015 CERTIFICATION: I certify that the spacial registration numba v43 placed RETURN FORM TO: an the airmail dirsai Civil Aviation Registry, AFS-750 ... P.O. Box 25504 Sigrutture of Oklahoma City, Oklahoma 73125-0504 Resibent eP , • /i710eAt Tide of Owner. ac E. Date Placed at Ainsafl ilACI //ii AC FORM P15044 (S/2005) Superman ?mime FAIOre SDNY_GM_02755371 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242293 EFTA01327409 VivONV1)10 ViV0181)10 ...T tud.,4,1,Idgh10 CZ T __..,leNO11.2 5251035-- v filim 11, tar7 SDNY_GM_02755372 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242294 EFTA01327410 D Q ca A Insured Aircraft Title Service, Inc. Fi S P.O. Box 19527 4848 SW 36th Skeet wnw onSucedeirCrett corn Oklahoma City, Ok 73144 Oklahoma City, Ok 73179 (405) 681-6663 (800) 654.4882 FAX (405) 681-9299 0 FEDERAL AVIATION ADMINISTRATION CENTRAL RECORDS DIVISION OKLAHOMA CITY, OKLAHOMA Date: March 6, 2014 Dear Sir/Madam: Please Reserve N in NAME ONLY for E." , Please Reserve N 188TS N# Change Request and agign for the following aircraft: LI/ N 493LX Make Raytheon Aircraft Co Model 400A Serial # RK-244 Which is (1) being purchased by (2) registered to XXX THORAIR, LLC 2520 Campbell St. Sandusky, OH 44870 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 FM. Additional Information: Requested by: TY--30145-p Rosalie Lowman 140651354372 520.00 03/O6/2014 SDNY_GM_02755373 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242295 EFTA01327411 ViVOHV1NO 1,110 liWOHV1)10 L2 I Lid 9 89 NOW/81S1032 Livotov vvd fulm arnd SDNY_GM_02755374 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242296 EFTA01327412 DOCUMENT LEVEL ANNOTATIONS RECEIPT #140210836122 $10.00 01/21/2014. REFUNDED $20 ON RECEIPT #140651354372 BY MS ON 4/3/2014. NUMBER CHANGE REQUEST DOC ID #4340 FFR 01/21/2014 RET'D. SDNY_GM_02755375 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242297 EFTA01327413 SONY_GM_02755376 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242298 EFTA01327414 1.L1 Pald°00V IRREVOCABLE DE-REGISTRATION AND EXPORT REQUEST AUTHORIZATION 6l 04/00Cla THIS IRREVOCABLE DE-REGISTRATION AND EXPORT REQUEST AUTHORIZATION IS LINKED TO AND PART OF THAT CERTAIN AIRCRAFT SECURITY AGREEMENT DATED DECEMBER 27, 2013, BY AND BETWEEN THORAIR, LLC AND FIFTH THIRD BANK, WHICH IS BEING FILED WITH THE FEDERAL AVIATION ADMINISTRATION CONTEMPORANEOUSLY HEREWITH December 27. 2013 To: Federal Aviation Administration Re: Irrevocable De-Registration and Export Request Authorization The undersigned is the registered owner of the Raytheon Aircraft Company 400A bearing manufacturers serial number RK-244 and registration N493LX (together with all installed, incorporated or attached accessories. parts and equipment, the 'aircraft"). This instrument is an irrevocable de-registration and export request authorization issued by the undersigned in favor of Fifth Third Bank ('the authorized party') under the authority of Article XIII of the Protocol to the Convention on International Interests in Mobile Equipment on Matters specific to Aircraft Equipment. In accordance with that Article, the undersigned hereby requests: (i) recognition that the authorized party or the person it certifies as its designee is the sole person entitled to: (a) procure the de-registration of the aircraft from the Aircraft Register maintained by the Federal Aviation Administration for the purposes of Chapter III of the Convention on International Civil Aviation, signed at Chicago, on 7 December 1944. and (b) procure the export and physical transfer of the aircraft from the United States of America and confirmation that the authorized party or the person it certifies as its designee may take the action specified in clause (i) above on written demand without the consent of the undersigned and that, upon such demand, the authorities in the United States of America shall co-operate with the authorized party with a view to the speedy completion of such action. The rights in favor of the authorized party established by this instrument may not be revoked by the undersigned without the written consent of the authorized party. Please acknowledge your agreement to this request and its terms by appropriate notation in the space provided below and lodging this instrument in the Aircraft Register maintained by the Federal Aviation Administration. THORAIR, Lt By: Name. Title: ..r.3C -- of Thof cor4,Inc r+s Menke SDNY_GM_02755377 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242299 EFTA01327415 VIN01-11/1)10 All0 VW0HV1NO 6h 2 Lid OC 330 £101 219 ti0llVd1S10381.O808IV VII4 HUM 03114 • ...... • •. SDNY_GM_02755378 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242300 EFTA01327416 DOCUMENT LEVEL ANNOTATIONS See Recorded Cony #RT008294 Doc Id #7131 SDNY_GM_02755379 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242301 EFTA01327417 SONY_GM_02755380 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242302 EFTA01327418 RECORDED CONVEYANCE FILED IN: U.S. DEPARTMENT OF TRANSPORTATION NNUM: 493LX FEDERAL AVIATION ADMINISTRATION SERIAL NUM: RE-244 MFR' RAYTHEON AIRCRAFT COMPANY CROSS-REFERENCE-RECORDATION MODEL: 4O3A AIR CARRIER: This form is to be used in cases whore a conveyance cocas scent aircraft and engines, propellors, or locations. File original of this farm with the recorded conveyance and a copy in each aircraft folder involved. TYPE OF CONVEYANCE DATE EXECUTED AIRCRAFT SECURITY AGREEMENT DECEMBER 27.2013 FROM DOCUMENT NO. THORAIR L.LC RT008294 TO OR ASSIGNED TO DATE RECORDED FIFTH THIRD BANK FEB 28.2014 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: Total Aircraft: E Total Engines: 2 Total Props: Total Spare Pans: N4193I.X WMINT F344-3AP 252767 WMINT F144-3AP 252768 UPS-7.50-23R (I/44O9) SDNY_GM_02755381 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242303 EFTA01327419 SDNY GM 02755382 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242304 EFTA01327420 O 0 8 a Aircraft Security Agreement O between THORAIR, LLC as the Grantor -n and FIFTH THIRD BANK, as the Secured Party Dated as of December 27. 2013 (N493LX) FM Authorization Code International Registration File Number(s): Airframe Engine el Engine #2 Sarenter cro *IS•o fa/7490n SDNY_GM_02755383 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242305 EFTA01327421 ALTO ViOHEIN 0 81, Z Wd 0£ 930 £101 NOILVILS10321 13V0211V VtifilIM 03114 SDNY_GAil_02755384 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242306 EFTA01327422 TABLE OF CONTENTS ARTICLE 1. GRANT OF SECURITY INTEREST Section 1.1 • Grant of Smartly Interest Section 1.2 Grant Effective Section 1.3 Filing of Financing Statements are Continuation Statements Section 1.4 DOWN ft Acceptance Section 1.5 • ....-- • • — Additional Documents. Informatgn ARTICLE 2. COVENANTS Section 2.1 . -- • ... — Registration and Operation Section 2.2 . — • — Records and Reports Section 2.3 - - • _ Maintenance Section 2.4 Replacement of Par% Section 2.5 Afterations. Mootheations and Additions Section 2.6 Maintenance of Other Engines Section 2.7 Payment of 0bligatoonS Section 2.8 Change of Name or Location Section 2.9 Inspection Section 2.10 Aircraft Registration Section 2.11 Financial and Other Data Section 2.12 Late Payments Section 2.13 Transaction Expenses Section 2.14 RESERVED Section 2.15 Engine Maintenance Section 2.16 Continued Subordination ARTICLE 3. EVENTS OF LOSS Section 3.1 . • - • Event of Loss with Respect to the Aircraft Section 3.2 Event of Loss with Respect to an Engine Section 3.3 ... ... _ . . .... Application of Payments from Governmental Authorities or me( Persons Section 3.4 ._. - ... .... Rights Assigned ARTICLE 4. INSURANCE Section 4.1 ...- • -. Insurance Section 4.2 -- ... Requirements Section 4.3 No Right to Self Insure Section 4.4 Mete of Loss or Damage. Application of Proceeds Section 4.5 Reports. Policies. Certificates Section 4.8 -• -. . . . -- Attorney-in-Fact ARTICLE 6. EVENTS OF DEFAULT AND REMEDIES Section 5.1 Events of Default. Remedies Section 5.2 Remedies Section 5.3 Remedies Cumulative Section 5.4 Grantor's Waiver of Rights Section 5.5 Power of Attorney Section 5.8 •-• - — °attribution of Amounts Retemed After an Event of Default Section 5.7 • -. - ..- - • .-.. Suits for Enforcement ARTICLE 8. REPRESENTATIONS AN0 WARRANTIES Section 8.1 .- -...- .. . . - . . -- - . . Representations. Watranbes and Covenants of Grantor ARTICLE 7. SECURITY INTEREST ABSOLUTE Section 7.1 . -- . . - •. - - Security Interest Absolute ARTICLE 8. MISCELLANEOUS Section 8.1 _. . . . Governing Law Section 8.2 -•- - • Notices Section 8.3 Time of the Essence Section 8.4 Limitation as to Enforcement of Rights. Remedies and Claims Section 8.5 Severatinly of Invalid Provisions Section 8.6 Asshgnment Section 8.7 Benefit of Parties: Successes and Assigns. Entire Agreement Section 8.8 Further Assurances Section 8.9 Performance by Secured Party Section 8.10 Indemnity Section 8.11 Amendments Section 8.12 Waiver of Jury Trial Section 8.13 ... • Counterpart Execution. Joint and Several Lite*/ ARTICLE 9. DEFINITIONS Section 9.1 •.- -- 0efiMions Pagans. SDNY_GM_02755.3135 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242307 EFTA01327423 SDNY_GM_02755386 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242308 EFTA01327424 Aircraft Security Agreement THIS AIRCRAFT SECURITY AGREEMENT (-Agreement') is made and entered into as of December 27. 2013 by and between FIFTH THIRD BANK. having an office at 38 Fountain Square Plaza. Cincinnati, Ohio 45263 ("Secured Party') and THORAIR. LLC, a limited liability company organized and existing under the laws of the State of Minnesota and having its chief executive offices located at 2520 South Campbell Street, Sandusky, OH 44870 ("Grantor"). Capitalized terms not otherwise defined herein have the meanings given in Article 9 hereof. RECITALS A. Pursuant to a 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 Note, the Grantor is required to execute and deliver this Agreement. C. Grantor is duly authorized to execute, deliver and perform this Agreement NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in order to induce the Secured Party to make the Loan pursuant to the Note, the Grantor agrees, for the benefit of the Secured Party, as follows: 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. agreements and conditions contained in the Loan Documents (collectively referred to as the 'Obligations': provided, however, any Excluded Swap Obligations are specifically excluded from the definition of Obligations), 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') and agrees that the foregoing grant creates in favor of the Secured Party an International Interest in the Aircraft (including the Airframe and each Engine): 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: b) any and all service and warranty rights related to the Equipment, including the Engines, and claims under any thereof; c) as proceeds of any or all of the foregoing, whenever acquired, including 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; d) the Purchase Agreement, if any, any, any bill of sale pursuant to which Grantor received title to the Aircraft, together with all rights, powers, privileges, options and other benefits of the Grantor under the Purchase Agreement and such bill of sale: e) any and all present and future Rate Management Obligations, leases, subleases. management agreements. interchange agreements, charter agreements. purchase agreements and any other present and future agreements of any kind whatsoever relating to the Equipment or any part thereof, including any International Interest (and associated rights) therein or related thereto in favor of Grantor (but not any obligations. liabilities and/or duties of any kind whatsoever of Grantor or any other party, person or entity of any kind whatsoever in connection therewith or related thereto); provided, however, that the foregoing assignment ane grant of a security interest and lien in this subclause (e) shall not be deemed in any way whatsoever as an agreement by the Secured Party to permit or allow the Grantor (or any party. person or entity of anykind whatsoever) to enter into any such leases, subleases. management agreements. interchange agreements. charter agreements, purchase agreements and any other present and future agreements of any kind whatsoever. and the Grantor (or any party, person or entity of any kind whatsoever) shall only be allowed to enter into any of P*9: r wok SDNY_GM_02755387 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA (x)242309 EFTA01327425 SDNY_GM_02755388 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242310 EFTA01327426 the foregoing in accordance with the terms of this Agreement. Grantor consents to the registration of the forgoing assignment of any International Interest (and associated rights) with the International Registry. f) any and all present and future records, logs and other materials required by the FM (and any other governmental authority having jurisdiction) to be maintained in respect of each item of Equipment including, without limitation, the tapes, disks. diskettes and other data and software storage media and devices, file cabinets Or containers in or on which the foregoing are stored, including any rights of Grantor with respect to the foregoing maintained with or by any other person. all of Grantor's right, title and interest in and to (whether the following described properly or interests in property constitute accounts, chattel paper, documents, general intangibles, instruments or other property and whether now owned, exiting. hereafter acquired, or arising, collectively, the -Engine Maintenance Collateral'): (a) that certain Total Assurance Program dated as of December 11. 2013 (the 'Engine Maintenance Agreement') between Grantor and Williams International Co., LLC, as the engine maintenance service provider for the Aircraft and Equipment (the "Service Provider'), a true and correct copy of which is attached as Exhibit C here to and Incorporated by reference herein, (b) all supporting obligations, and (c) all products, cash proceeds, and non cash proceeds of any and all of the assets and property described above. Section 1.2 Grant Effective. The conveyance. warranty. mortgage, assignment, pledge and security interest created hereunder in all of the foregoing Collateral and International Interest created hereunder in and relating to the Airframe and each Engine are effective and operative immediately, and will continue in full force and effect until the Grantor has made such payments and has 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 1.3 Filing of Financing Statements and Continuation Statements- Consent to Registration. Grantor hereby authorizes Secured Party 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 thereof and amendments thereto. 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 tied relating to the conveyance, warranty, mortgage, assignment, pledge and security interest created under this Agreement in the Collateral and execute, deliver, consent to, register or fie any other documents that may be required in order to comply with the Act, the Cape Town Treaty or other applicable law or as may be specified from time to time by the Secured Party. The Grantor hereby consents to the registration by the Secured Party of each International Interest in or relating to the Aircraft (including the Airframe and each Engine) assigned or created pursuant to this Agreement (including any Prospective International Interest with respect thereto) with the International Registry and covenants to effect the registration of such consent with the International Registry on the date of such assignment or creation. Section 1.4 Delivery and Acceptance. SECURED PARTY WILL HAVE NO OBLIGATION TO ADVANCE ANY FUNDS TO GRANTOR UNLESS AND UNTIL SECURED PARTY HAS RECEIVED A GRANTOR'S ACKNOWLEDGMENT (Certificate of Acceptance) RELATING TO THE EQUIPMENT EXECUTED BY GRANTOR. Such Grantor's Acknowledgment will 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 will 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 will not assert any claim of any nature whatsoever against Secured Party based on any of the foregoing matters: provided, however, that nothing contained herein will in any way bar, reduce or defeat any claim that Grantor may have against the seller or supplier of the Aircraft or any other person (other than Secured Party). Section 1.5 Additional Documents Information. Grantor will deriver to Secured Party (a) such organizational documents for Grantor as requested by Secured Party, (b) a certificate or certificates executed by an authorized representative of Grantor certifying that the execution, delivery and performance of this Agreement and the transactions contemplated hereby have been authorized by all necessary action on the part of the Grantor, (c) an incumbency certificate of the Grantor containing the name(s), fitle(s) and specimen signatures of the person(s) authorized to execute and deliver such documents on behalf of Grantor. (d) if requited by Secured Party, a certificate of good standing for Grantor from the state of its organization, (e) if required by Secured Party, an opinion of counsel for Grantor in form and substance reasonably satisfactory to Secured Party and its Counsel: and (f) if requested by Secured Party. any and all Rate Management Agreements. ARTICLE 2 - COVENANTS Section 2.1 Registration_andOseration •ra: an SDNY_GM_02755389 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242311 EFTA01327427 SDNYGM02755393 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242312 EFTA01327428 a) Grantor, at its own cost and expense, will 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 International Interest, and al all times thereafter to remain duly registered, in the name of the Grantor as owner with the FAA pursuant to the Act. b) Grantor will not use the Aircraft in violation of any law or any rule, regulation or order (including those 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 long 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 or International Interest. therein or related thereto). c) Grantor will operate the Aircraft solely in the conduct of its business and/or for commercial purposes (and not for consumer, home or family purposes) and in such configuration as authorized by the FM. Grantor will not operate the Aircraft or permit the Aircraft to be operated (i) at any time or in any geographic area when or where insurance required by this Agreement is not in effect, (ii) in a manner or for any time period such that a Person other than Grantor will be deemed to have 'operational control' of the Aircraft except with the prior written consent of Secured Parry, (vi) for the carriage of persons or property for hire except with the prior written consent of the Secured Party or (iv) transport of mail or contraband. Possession, use and maintenance of the Aircraft will be et the sole risk and expense of Grantor and the Aircraft will be based at the Primary Hangar Location. Grantor will deliver to Secured Party a written waiver of any Lien or claim of Lien against the Aircraft that is or could be held by any landlord (other than a governmental entity) or mortgagee of any hangar or storage facility where the Aircraft is or will be located. Grantor will not permit the Aircraft to be based away from its designated Primary Hangar Location for a period in excess of thirty (30) days without Secured Party's prior written consent. Grantor will cause the Aircraft to be operated at all times by duly qualified pilots who (x) are supplied by Grantor, (y) hold at least a vakd commercial airman certificate and instrument rating and any other certificate. rating, type rating or endorsement appropriate to the Aircraft, purpose of flight, condition of flight or as otherwise required by the Federal Aviation Regulations or other applicable law or regulation, and (z) meet the requirements established and specified by the insurance policies required hereunder and by the FAA. GRANTOR WILL NOT OPERATE, USE OR LOCATE THE AIRCRAFT, OR PERMIT OR ALLOW THE AIRCRAFT TO BE OPERATED. USED OR LOCATED, OUTSIDE THE CONTINENTAL UNITED STATES, ALASKA OR CANADA WITHOUT THE PRIOR WRITTEN CONSENT OF THE SECURED PARTY. Grantor will execute and deliver and file with the FAA on or prior to the date hereof an Irrevocable De-Registration and Export Request Authorization with respect to the Aircraft in the form attached hereto as Exhibit A. Section 2.2 Records and Reports. The Grantor will cause all records, logs and other materials required by the FM and any other governmental authority having jurisdiction to be maintained, in the English language, in respect of each item of Equipment. Grantor will promptly furnish or cause to be furnished to the Secured Party such information as may be requeed 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 2.3 Maintenance. Grantor, al its own cost and expense, will fly, maintain. inspect, service, repair. overhaul and test the Aircraft (including each Engine of same), or will cause the Aircraft to be flown, maintained. inspected, serviced, repaired, overhauled and tested, under an approved FM maintenance program and in accordance with (a) 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. (b) 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 Note and up to twelve (12) months thereafter, and (c) all airworthiness directives issued by the FM 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 Note and twelve (12) months thereafter. Grantor will maintain the Aircraft in good and sale working order and in substantially the same condition as when originally delivered to Grantor. ordinary wear and tear excepted. Grantor will cause the Aircraft to be subject to an FM Airworthiness Certificate at all times other than when the Aircraft as a whole is the subject of an Event of Loss. Grantor will maintain, or will causetotb he maintained, in the English language, all records, logs and other materials required by the manufacturer thereof for enforcement of any warranties or by the FM All maintenance procedures required hereby will 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 each Engine in as good operating condition as when originally delivered to Grantor, ordinary wear and tear excepted, and so as to keep Nen., ro SDNY_GM_02755391 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242313 EFTA01327429 SDNY_GM_02755392 I SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242314 EFTA01327430 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 2.4 Replacement of Parts. The Grantor, at its own cost and expense. will promptly cause the replacement of al 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 must be free and clear of all Liens (except for Permitted Liens). will be in as good operating condition as. and will 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 Pads at any time removed from any item of Equipment will remain subject to the Lien of this Agreement no matter where located, until such time as such Parts are replaced by Parts which have been incorporated in such item of Equipment and which meet the requirements for replacement Pads 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. (a) the Grantor's rights, title and interests in such replacement Part will become subject to the Lien of this Agreement, and such replacement Part will be deemed pad of such item of Equipment for all purposes hereof to the same extent as the Pads originaly incorporated in such item of Equipment, and (b) the Grantor's rights, title and interests in the replaced Part will be released from the Lien of this Agreement and the replaced Part will no longer be deemed a Part hereunder. The Grantor will, 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 2 4. Section 2.5 Alterations Modifications and Additions. The Grantor, at its own cost and expense, will 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 lo maintain the certificate of airworthiness for the Aircraft pranded, 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 reasonable 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 or International Interest, therein or related thereto). 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 no such aeration. modification and addition will (a) 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 (b) 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 will, without further act, be subject to the Lien of this Agreement. Notwithstanding the foregoing sentence of this Section 2.5. so long as no Event of Default has occurred and is continuing, the Grantor may remove any Part added to the Aircraft. Airframe, any or an Engine as contemplated in this Section 2.5 if (x) such Part is in addition to. and not in replacement of or substitution for, any Part originally incorporated in such item of Equipment at the time of delivery thereof or any Part in replacement of or substitution for any such Pan. (y) such Part is not required to be incorporated or installed in or attached or added to such item of Equipment pursuant to the terms of this Article 2. and (z) 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, such Part will be released from the Lien of this Agreement. Section 2.8 Maintenance of Other EngirAes Each engine which does not constitute an Engine, but which is installed on the Airframe from time to time, will be maintained, operated, selviced, repaired, overhauled, altered, modified and tested in accordance with Section 2 3 to the same extent as if it were an Engine. Section 2.7 Payment of Obligations. The Grantor hereby agrees that it will promptly pay or cause to be paid when due all taxes, assessments and other govemmental 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 2.8 Change of Name or Location. Grantor will give Secured Party thirty (30) days prior written notice of any relocation of its chief executive office and of any change in its name. identity or state of organization. At least 10 Business Days prior to the occurrence of any such change or relocation, Grantor will (a) duly file appropriate financing statements in all applicable filing officemit(b) deliver to Secured Party copies of the form of such financing statements. Grantor will hangar the Aircraft at ('Primary Hangar Location'). Grantor will 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 P•aa0120 SDNY_GM_02755393 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242315 EFTA01327431 SDNY_GM_02755394 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002423I6 EFTA01327432 the hangar or future aircraft storage facility. Grantor will 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 2.9 Insoection. Secured Party will have the right, but not the duty, to inspect the Aircraft, any component thereof, and the Records at any reasonable lime and from time to time, wherever the same may be located, upon reasonable prior written notice to Grantor unless a Default or Event of Default has occurred and is continuing, in which case no prior notice will be required. Al Secured Party's request, Grantor will confirm to Secured Party the location of the Aircraft and will, at any reasonable time and from time to time, make the Aircraft and/or the Records available to Secured Party for inspection. Section 2.10 Aircraft Reoishation: International Reoistrv. Grantor will not change the United States Registration Number of the Aircraft without Secured Party's prior written consent. Grantor wilt cause to be filed with the FM an FM 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 al all times with the FM in the name of Grantor as owner and subject only to Secured Party's first priority perfected security interest. Grantor will, at all times, keep on board the Aircraft a current and valid Registration Application or Certificate of Aircraft Registration. Grantor will cause each International Interest in favor of the Secured Party in or relating to the Aircraft (including in the Airframe and each Engine) created by this Agreement and, if the Aircraft is acquired by Grantor on or after March 1, 2006. the contract of sale (i.e. the bill of sale) transferring title in the Aircraft to Grantor, in each case, to be validly registered with the International Registry with such International Interests having priority over all other registered or un-registered International Interests in the Airframe and Engines. Grantor will discharge or cause to be discharged any International Interest or Prospective International Interest in or relating to the Aircraft (including the Airframe arid the Engine) not consented to in writing by Secured Party. Further. Grantor will not consent to any International Interest or Prospective International Interest in or relating to the Aircraft unless prior approval is obtained from the Secured Party in writing. • Section 2.11 Financial and Other Data. During the term of the Note and so long as any amounts are outstanding thereunder. Grantor agrees to furnish Secured Party: a) a copy of Grantor's federal income tax return with all schedules attached thereto at the time such return is filed with the Internal Revenue Service and in any event within 120 days of the end of each calendar year: b) promptly, such additional financial and other information as Secured Party may from lime to time reasonably request. All such financial statements shall be prepared in accordance with generally accepted accounting principles, consistently applied. So long as Grantor is a reporting company under the Securities Exchange Act of 1934 and is timely filing the reports required thereunder to the Secunties Exchange Commission. Grantor will have no obligation to furnish its financial statements as provided above. Section 2.12 Late Payments. If Grantor fails to pay any amount due hereunder, after the expiration of any applicable grace period. Grantor shall pay to Secured Party a late payment fee equal to five percent (5%) of the amount unpaid. Such fee shall be payable on demand and shall constitute part of the Obligations. In addition, if Grantor fails to perform any of its obligations contained herein. Secured Party may (but will not be obligated to) itself perform such obligations, and the amount of the reasonable costs and expenses of Secured Party incurred in connection with such performance, together with interest on such amount from the date said amounts are expended at the Default Rate. will be payable by Grantor to Secured Party upon demand. No such performance by Secured Party will be deemed a waiver of any rights or remedies of Secured Party or be deemed to cure any Default of Grantor hereunder. Upon the occurrence and during the continuance of an Event of Default, ore the Note is accelerated in accordance with the terms of this Loan Agreement, the outstanding principal and as accrued interest. as well as any other charges due Lender hereunder. Vial/ bear interest from the date on which such amount shall have first become due and payable to Lender to the date on which such amount shall be paid to Lender (whether before or after judgment), at a default rate, to be determined by Lender in its sole discretion from time to time, equal to up to six percentage points (6.0%) in excess of the otherwise applicable rate of interest. not to exceed the maximum rate permitted by applicable law (the 'Default Rate'). Section 2.13 Transaction Expenses. Grantor will pay an actual and reasonable fees, costs and expenses incurred by Secured Party in connection with this Agreement and the other Loan Documents, whether or not the transactions contemplated hereby are consummated including appraisal fees, Secured Patty's counsel fees and expenses. FAA counsel fees and expenses, FAA, International Registry and UCC title and lien searches, reports. filing. registration and recording fees, charges and taxes. Grantor also agrees to pay all fees and expenses of Secured Party's counsel, FAA counsel and an other third parties who are engaged by Secured Party to update any FAA. International M1,5070 SDNY_GM_02755395 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242317 EFTA01327433 SDNY_GM_02755396 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002423 I 8 EFTA01327434 Registry or UCC title and/or lien reports and/or to review, file, register and record any and all documents and instruments as required by Secured Party, the International Registry or the FAA at any time during which any of the Obligations remain outstanding. Section 2.14 Reserved Section 2.15 gnome Maintenancq. (a) Both Engines shall at all times be covered by the Engine Maintenance Agreement, or another service and maintenance contract in form and substance reasonably satisfactory to Secured Party (i.e., taken as a whole, substantially as protective as the referenced agreement) which provides for the maintenance or overhaul of such property. (b) Grantor will execute and deliver, and cause to be executed and delivered. to Secured Party, an aircraft interest holders agreement among Grantor. Secured Party, and Service Provider With respect to the Engine Maintenance Agreement, such agreement in town and substance reasonably acceptable to Secured Party. (c) Grantor will accurately and promptly report to Service Provider the applicable hours pursuant to, and in accordance with, the power by the hour provisions of the Engine Maintenance Agreement. (d) Without Secured Party's prior written consent. Grantor will not seek, agree to or permit directly or indirectly. (i) the cancellation or termination of the Engine Maintenance Agreement or (ii) the amendment, waiver or other change to any material term of or applicable to the Engine Maintenance Agreement. For the purposes of this Section 2.15 (d), *material' means any modification, waiver, or amendment of the Engine Maintenance Agreement which, in the judgment of Secured Party, would (A) adversely affect any of Secured Party's rights or remedies under the Loan Documents or Secured Party's security interest in or other Lien on the Collateral ncluding the priority of Secured Party's interests) or (El) create or result in an Event of Default. Section 2.16 Continued Subordination. Grantor will continue to subordinate the payment of any notes) payable obligations in the amount of 52,500,000.00 owed to ThorSport. Inc. by Grantor until such time as the Obligations of Grantor to Secured Party are paid in full. Interest only payments are permitted without Secured Party's consent. but principal payments require the consent of Secured Party. which consent shall not be unreasonably withhe'd ARTICLE 3 .- EVENTS OF LOSS Section 3.1 Event of Loss with Respect to the Aircraft. Grantor will deliver to Secured Party written notice of the occurrence of any Event of Loss with respect to the Aircraft within five (5) days after the occurrence thereof. On the next Note Payment Date following such Event of Loss Grantor will pay to Secured Party an amount equal to the sum of (A) all amounts then due hereunder, under any other Loan Documents. and under the Note. phis (8) the Loss Value of the Aircraft determined as of such Note Payment Date. Upon payment in full by the Grantor of all such amounts, the Aircraft having suffered the Event of Loss will be released from the hen of this Agreement and the Secured Party will execute and deliver, at the Grantor's cost and expense. such instruments as may be reasonably required to evidence such release. Section 3.2 Event of Loss with Respect to an Engine. Grantor will deliver to Secured Party written notice of the occurrence of any Event of Loss with respect to an Engine under circumstances in which there has not occurred an Event of Loss with respect to the Airframe within free (5) days after the occurrence thereof. Within thirty (30) days after the occurrence of such Event of Loss, Grantor will convey to Secured Party, as replacement for the Engine with respect to which such Event of Loss occurred, a security interest to and International Interest in an engine that is (a) the same make and model number as the Engine suffering the Event of Loss, (b) free and clear of all Liens other than Permitted Liens. (c) of a value, utiity. and useful life equal to, and in as good an operating condition as, the Engine suffenng the Event of Loss, assuming such Engine was of the value and utility and in the condition and repair required by the terms hereof immediately prior to the occurrence of such Event of Loss. Grantor, at its sole cost and expense, will furnish Secured Party with such documents to evidence the conveyance and the International Interest and shall make such filings and registrations with the FAA and the International Registry (and hereby consents to such registrations with the International Registry) with respect thereto, in each case, as Secured Party reasonably requests. Upon full compliance by Grantor with the terms of this paragraph. Secured Party will release Secured Party's right, title and interest. if any, in and to the Engine suffering the Event of Loss. Each replacement engine will. after such conveyance. be deemed an 'Engine' as defined herein and will be deemed part of the same Aircraft as was the replaced Engine. No Event of Loss with respect to an Engine vnll result in any reduction or delay in the payment of any amounts due under the Note or hereunder, or otherwise relieve Grantor of any obligation under this Agreement. Section 3.3 ADOkation of Payments from Governmental Authorities or other Persons. Any payments (other than insurance proceeds, the application of which is provided for in Article 4), 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, will be applied as foaows: a) Such payments will 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, will be applied to reimburse the Grantor for its oN.0 O ,r:1) SDNY_GM_02755397 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242319 EFTA01327435 SDNY_GM_02755398 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242320 EFTA01327436 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. will 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. e) Notwithstanding the foregoing provisions of this Section 3.3, 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, will not be paid to the Grantor if at the lime of such payment an Event of Default or Default has occurred and is continuing, in which event all such amounts will be paid to and held by the Secured Party as security for the Obligations or, at the Secured Party's option, applied by the Secured Party toward the payment of such Obligations at the time due in such order of application as the Secured Party may from time to time elect. At such time as no Event of Default or Default has occurred and is continuing, all such amounts at the time held by the Secured Party in excess of the amount, if any, the Secured Party elected to apply as above provided will be paid to the Grantor. Section 3.4 Rights. Assigned. 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 ARTICLE 4— INSURANCE Section 4.1 Insurance. Grantor, at its sole cost and expense, will maintain or cause to be maintained: a) aircraft liability insurance covering claims arising from the use or operation of the Aircraft in or over any area (including contractual liability and bodily injury and properly damage liability) in an amount not less than the greater of (i) $50,000,000 per occurrence, or such higher amounts as are required by taw in the geographic location or country in or over which the Aircraft is flown, operated or located, and (ii) the amounts of aircraft liability insurance from time to time applicable to aircraft operated by Grantor (whether owned or leased) of the type of the Aircraft; b) cargo liability insurance sufficient to cover the maximum value of cargo on the Aircraft at any one time if Grantor is engaged in transporting property of others. c) all-risk aircraft physical damage insurance covering the Aircraft in motion and not in motion, in flight and on the ground, and the Engine and all Pads while attached to or removed from the Airframe, in an amount not less than the lesser of the full insurable value of the Aircraft or the then Loss Value: d) for all locations which the Aircraft travels to and through: war and allied perils insurance to cover the perils of 0) 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. (u) strikes, riots, civil co/motions of 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 ad 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: and e) such other insurance against such other risks as is usually Carried by similar companies owning or leasing and operating aircraft similar to the Aircraft. All such insurance will be maintained with insurers of recognized reputation and responsibility (reasonably satisfactory to Secured Party) having a rating not less than A-: from A.M. Best, or other rating approved by Secured Party. All insurance policies will be in a form acceptable to Secured Party. f) If Grantor fails to maintain insurance as herein provided. Secured Party may. at its option. provide such insurance, and Grantor will, upon demand. reimburse Secured Party for the cost thereof. Section 4.2 Requirements. All insurance policies required hereunder will: (a) require 30 days' prior written notice to Secured Party of cancellation. non-renewal or material change in coverage (any such cancellation, non-renewal or change, as applicable. not being effective until the thirtieth (30th) day after the giving of such notice) except. in the case of cancellation for non-payment of premium. only 10 days' prior written notice shall be required and in the case of cancellation of the coverages described under Section 4 1(d), notice as established under the applicable endorsements, (b) name the Additional Insureds (as hereinafter defined) as an additional insured under the liability coverage and name Additional Insureds as sole loss payee under the physical damage insurance coverage: (c) not require contributions from race r a20 SDNY_Givi_02755399 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242321 EFTA01327437 SDNY_GM_02755400 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242322 EFTA01327438 other policies held by the Additional Insureds: (d) waive any right of subrogation against the Additional Insureds; (e) 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 setoff. 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: (f) permit but not require that any of the Additional Insureds pay or be liable for any premiums with respect to such insurance covered thereby. (g) provide for coverage in all areas in which the Aircraft is permitted to fly under the terms hereof: (h) provide that all of the provisions thereof, except the limits of liability, will operate in the same manner as if there were a separate policy covering each Additional Insured; and (i) contain breach of warranty provisions providing that, in respect of the interests of the Additional Insureds in such policies, the insurance will not be invalidated by any action or inaction of Grantor or any other person (other than an Additional Insured, as to itself only) and will 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). As used herein, the term 'Additional Insureds' means 'Filth Third Sank and its subsidiaries and affiliated companies including The Fifth Third Leasing Company, and their respective successors and/or assigns.' Section 4.3 No Right to SeIf-insure. Grantor will 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 and approved by Secured Party. Section 4.4 Notice of Loss or Damage. Application of Proceeds. Grantor will give Secured Party prompt notice of any damage to or loss of, the Aircraft. or any part thereof. Insurance proceeds for partial loss or damage to the Aircraft or any part thereof will be applied as Secured Party in its sole discretion determines. Section 4.5 Reports. Policies Certificates Prior to the Closing Date. Grantor will deliver to the Additional Insureds certificate(s) of insurance and copies of the lienholders endorsement evidencing that the insurance coverage required hereunder has been obtained beyond such expiration date. together with a certificate certifying that such insurance complies with the terms hereof, accompanied, if requested by Secured Party, by the applicable policies and reports) of insurance broker(s) or undenvriteds) as to the conformity of such coverage with such requirements: provided, however, that the Additional Insureds will be under no duty either to ascertain the existence of or to examine any certificates or reports or to advise Grantor if such insurance does not comply with the requirements of this section. Not less than fifteen (15) days prior to the expiration dates of the policies obtained by Grantor pursuant to thiS Section. Grantor will deliver to the Additional Insured certificatets) of insurance and copies of the lienholders endorsement evidencing that the coverage required hereunder has been obtained beyond such expiration date, together with a certificate certifying that such insurance complies with the terms hereof, accompanied by any additional documentation regarding such insurance requested by Secured Party. Section 4.6 Attorney-in Fact. Grantor irrevocably appoints Secured Party (and any assignee, mortgagee and/or lender of the Secured Party) its attorney-in-fact to file, settle, or adjust, and receive payment of, claims under any insurance policy required hereby and to endorse Grantor's name on any checks. drafts or other instruments in payment of such claims, and to otherwise act in Grantors name and on its behalf to make. execute, deliver and file any instruments or documents necessary in connection therewith. and to take any action as Secured Party (and any such assignee, mortgagee andror lender) deems necessary or appropriate to obtain the benefits intended to inure to Secured Party under this Section 4. To the extent appropriate or permissible under applicable law, such appointment is coupled with an interest, is irrevocable, and will terminate only upon payment in full of the obligations set forth in this Agreement and/or any agreements, documents or instruments related thereto. Notwithstanding the foregoing, unless a Default or Event of Default has occurred and is continuing hereunder. Secured Party agrees that it will not exercise its powers as attorney in fact with respect to claims for damages in amounts payable under such policies of insurance which we less than the lesser of (i) 5100,000.00, or (ii) ten percent (10%) of the principal amount of the Note if the odginal principal amount of the Note is under one million dollars (51.000,000). ARTICLE 5 -- EVENTS OF DEFAULT AND REMEDIES Section 5.1 Events of Default: Remedies. As used herein, the term 'Event of Default' means any of the following events: a) Grantor fails to pay any installment of principal or interest on the Note or any amount due hereunder within ten (10) days alter the same has become due: b) Grantor fails to keep in full force and effect any of the insurance required under this Agreement. or operates the Aircraft at a time when, or at a place in which, such insurance is not in effect, INqs 0000 SDNY_GM_02755401 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242323 EFTA01327439 SDNY_GM02755402 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242324 EFTA01327440 e) Grantor fails to perform or observe any other covenant (including, without limitation, the financial covenants of Grantor set forth in Section 2.14 above), condition or agreement required to be performed or ObServed by it hereunder or under any agreement, document or certificate related hereto. and such failure continues for fifteen (15) days after written notice thereof from Secured Party to Grantor; d) Grantor defaults in the payment or performance of any other obligation to Secured Party or any affiliated Person controlling. controlled by or under common control with Secured Party: e) any representation or warranty now or hereafter made or information now or hereafter provided by Grantor, including any financial information, proves to be or to have been false. inaccurate. or misleading in any material respect; f) the commencement of any bankruptcy, insolvency, arrangement, reorganization, receivership, liquidation or other similar proceeding by or against Grantor or any of its properties or businesses (which, in the case of a proceeding commenced against Grantor. has not been dismissed within sixty (60) days of the filing thereof), the appointment of a trustee. receiver, liquidator or custodian for Grantor or any of its properties or businesses, or the making by Grantor of a general assignment or deed of trust for the benefit of creditors; g) Grantor defaults in any obligation to a third party; h) if Grantor's obligations are guaranteed by any other party, an 'Event of Default' (under and as defined in the Guaranty executed by such Guarantor) shall occur; i) Grantor does or agrees to (i) sell, transfer or dispose of all or substantially all of its stock or other ownership interests, assets or properly. (ii) merge with or into any other entity or engage in any form of corporate reorganization, (iii) become the subject of, or engage in, a leveraged buy-out or (iv) terminate its existence by merger, consolidation or sate of substantially all of its assets or otherwise; 11 if Grantor is a privately held entity. more than 90% of Grantor's voting capital stock or ownership interests or effective control of Grantor's voting ownership interests or capital stock issued and outstanding from time to time is not retained by the holders of such stock or interests on the date of this Agreement; k) if Grantor is a publicly held corporation, there is a change in the ownership of Grantors Ma such that Grantor is no longer subject to the reporting requirements of the Securities Exchange Act of 1934 or no longer has a class of equity securities registered under Section 12 of the Securities Act of 1933: I) Grantor, if an individual, dies or. if a legal entity. is dissolved; m) Grantor becomes insolvent or generally fails to pay its debts as they became due or Grantor admits in writing its inabiMy to pay its debts or obligations generally as they become due: n) Secured Party determines, in its sole discretion and in good faith, that there has been a material adverse change in the business. operations or financial condition of the Grantor since the date of this Agreement or that Grantor's ability to make any payment hereunder promptly when due or otherwise comply with the terms of this Agreement or any other agreement between Secured Party and Grantor is impaired; o) any event or condition set forth in subsections (d) through (m) of this section occurs with respect to any Guarantor or other Person responsible. in whole or in part, for payment or performance of Grantor's obligations under this Agreement. p) any event or condition set forth in subsections (d) through (m) of this section occurs with respect to any affiliated Person, or any Person controlling. controlled by or under common control with Grantor. ci) any of the liens created or granted hereby. or intended to be granted or created hereby, to Secured Party fails to be valid. first priority perfected liens subject to no prior or equal lien; r) an additional Lien (other than a Permitted Lien) attaches to the Equipment or any of the other Collateral the Equipment or any of the other Collateral becomes subject to risk of seizure or forfeiture or Grantor creates in favor of or provides for the benefit of any Person (other than the Secured Party) or registers or consents to the registration with the International Registry of. an International Interest or a Prospective International Interest in or relating to the Airframe or Engines, or provides a I0EFIA in favor of any Person with respect to the Aircraft other than Secured Party: and s) nonpayment by Grantor of any Rate Management Obligation when due or breach by Grantor of any term, provision or conditioned contained in any Rate Management Agreement. SDNY_GM_02755403 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242325 EFTA01327441 SDNY_GM_02755404 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242326 EFTA01327442 Section 5.2 Remedies. Upon the occurrence of an Event of Default, Lender may. (i) at Its option, declare all of the Obligations, including the entire unpaid principal of all Notes. all of the unpaid interest accrued therein, and all of the other sums (if any) payable by Borrower under this Agreement. any Notes. or any of the other Loan Documents. to be immediately due and payable, plus three percent (3%) of the unpaid principal of all Notes declared due by Lender (as compensation for reinvestment costs and not as a penalty), and (e) proceed to exercise any one or more of the following remedies and any additional rights and remedies permitted by law (none of which shall be exclusive), all of which are hereby authorized by Borrower. In addition, Secured Party may exercise any one or more of the following remedies, as Secured Party in its sole discretion elects: a) Proceed by appropriate court action. either at law or in equity, to enforce performance by Grantor of this Agreement or to recover damages. including incidental and consequential damages, for the breach hereof. b) Cause Grantor, at its expense, promptly to return the Aircraft to Secured Party at such place as Secured Party designates. c) Enter upon any premises where the Aircraft is located and. without notice to Grantor. lake immediate possession of and remove the same, together with any Engines and Pans, by self help. summary proceedings or otherwise without any liability of any kind whatsoever on the part of Secured Party for or by reason of such entry or taking of possession. d) Sell or otherwise dispose of the Aircraft by public or private sale, with or without notice to the Grantor. and without having the Aircraft present at the place of sale and in such manner as it deems appropriate. Secured Party may elect to purchase the Aircraft al such sale for a price not less than the highest bona fide bid given by a Person unrelated to Grantor. Grantor waives all of its rights under laws governing such sale to the extent permitted by law. Grantor hereby agrees that ten working days' prior notice to Grantor of any public sale or of the time after which a private sale may be negotiated will be conclusively deemed commercially reasonable notice. e) Hold, keep idle, lease. de-register, export or use or operate all or part of the Aircraft without any liability whatsoever and store the Aircraft on Grantor's premises pending lease or sale or hold a sale on such premises without liability for rent or costs whatsoever. Enter upon any premises where the Aircraft is located and. take immediate possession of and remove the same, together with any Engines and Parts, by any legal means. By offset, recoupment or other manner of application, apply any security deposit, monies held in deposit or other sums then held by Secured Party or any affiliate of Secured Party, and with respect to which Grantor has an interest. against any obligations of Grantor( arising under this Agreement, any Notes or any other Loan Document, whether or not Grantor has pledged. assigned or granted a security interest to Secured Party in any or all such sums as collateral for said obligations 9) Exercise any other right or remedy available to Secured Party under applicable law. In addition, Grantor wit be liable for al costs, charges and expenses, including reasonable legal fees and disbursements, incurred by Secured Party by reason of the occurrence d any Event of Default or in enforcing Secured Party's rights under the Agreement, before or in connection with litigation and for any deficiency in the disposition of the Arcraft. Section 5.3 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 are cumulative and are in addition to every other right, power and remedy herein or therein specifically given or now or hereafter existing at law, including upon an Event of Default any applicable remedies specified under the Cape Town Treaty available to Secured Party, in equity or by statute, and each and every right. power and remedy whether specificaly 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 wil not be construed to be a waiver of the right to exercise al 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 will 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 5.4 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 connection with this Article 5. including any right to require Secured Party to sell, lease or otherwise use the Aircraft in mitigation of Secured Party's damages as set forth herein. SDNY_GIvl_02755405 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242327 EFTA01327443 SDNY_GM_02755406 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242328 EFTA01327444 Section 5.5 Power of Attorney. The Grantor hereby appoints the Secured Party or its designated agent as such Grantor's attorney4n4act, 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 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 5.6 Qistnbution of Amounts Received After an Event of Default. All payments received and amounts realized by the Secured Party with respect to the Collateral after an Event of Default has occurred and is continuing (whether realized from the exercise of any remedies pursuant to this Article 5 or otherwise), as well as payments or amounts then held by the Secured Party as part of the Coaateral, will be distributed by the Secured Party in the following order of priority: a) First, so much of such payments and amounts as are required to pay the expenses paid by the Secured Party pursuant to this Article 5 (to the extent not previously reimbursed) will be paid to the Secured Party: b) Second. so much of such payments or amounts as are required to pay the amounts payable to any Indemnified Party (lo the extent not previously reimbursed) will be paid to such Indemnified Party: C) Third, so much of such payments or amounts remaining as are required to pay in full the aggregate unpaid principal amount of the Loan, the accrued bul unpaid interest thereon to the date of distribution, indemnification for funding losses. if any, and all other Obligations, will 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 d) Fourth. the balance, if any, of such payments or amounts remaining thereafter will be paid to the Grantor. Section 5.7 Suits for Enforcement. In case of any default in payment of the Loan beyond any applicable grace period, then, regardless of whether or not the Loan has then been accelerated, the 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 is sufficient to pay the costs and expenses of collection, including reasonable attorneys' fees and expenses. ARTICLE 6 REPRESENTATIONS AND WARRANTIES Section 6.1 Representations, Warranties and Covenants of Grantor. Grantor represents. warrants and covenants that. a) Grantor's exact legal name is as set forth in the preamble of this Agreement and 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, (iv) is and will continue to be a 'citizen of the United Stater within the meaning of the Title 49, Subtitle VII of the United Slates Code, as amended and recoddied, and the regulations thereunder so long as any Obligations are due to Secured Party under the Loan Documents. (v) has not, within the previous six (6) years. changed its name, done business under any other names, changed its chief place of business from its present location. or merged or consolidated with any other enldy except as previously disclosed to Secured Party, and (vi) is not insolvent within the meaning of any applicable state or federal law: b) Grantor has full power. authonty 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: nig. II 0120 SDNY_GM_02755407 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242329 EFTA01327445 I SDNY_GM_02755408 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242330 EFTA01327446 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: e) 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 loan. credit agreement, or other agreement or instrument to which Grantor is a party; 0 There are no suits or proceedings pending or. to Grantor's knowledge, 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 Obligations 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. if the Aircraft is to be acquired hereafter, will be) and will remain the sole lawful owner of the Aircraft and, except as otherwise consented to in writing by Secured Party, Grantor will remain in sole, open and notorious possession of the Aircraft Grantor has (or, if the Aircraft is to be acquired hereafter, will upon acquisition thereof have) good and marketable title to the Aircraft and power to dispose of the Aircraft, free and clew of all liens and encumbrances other than the ben evidenced by this Agreement and Permitted Liens. Grantor will, at all times during which any amount remains unpaid hereunder or under the Note. keep the Aircraft and the other Collateral free from all Liens, other than those in favor of Secured Party and Permitted Liens, and Grantor will defend the Aircraft and the other Collateral against all claims and demands of all Other persons claiming any interest therein; i) Grantor has filed or caused to be filed all required federal, state and local tax returns, and has paid or caused to be paid and will continue to pay al taxes that are due and payable with respect to its business and assets (except if being contested in good faith and if adequate reserves for the payment thereof have been established). All sales. use, documentation or similar taxes. fees or other charges due and payable on a prior to the date hereof with respect to the sale to and purchase by Grantor of the Aircraft have been paid in full. Grantor will 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. j) Grantor is the registered owner of the Aircraft. as shown in the records of the FM and. so long as any of the Obligations remain unpaid, Grantor will not impair such registration or cause it to be impaired, suspended or cancelled, nor will Grantor register the Aircraft under the laws of any country except the United States of America: k) Grantor will 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; I) Each of the Engines has 550HP or greater rated takeoff horsepower or the equivalent of such horsepower and, if a jet propulsion engine, has at least 1750 lbs of thrust or Its equivalent; m) Except for (i) registration of the Aircraft with the FM, (ii) filing and recording of this Agreement with the FM, (ii) the filing of AC Form 8050.135 with respect to the International Interests assigned or created (or to be assigned or created in the case of Prospective Assignments or Prospective International Interests) in the Aircraft by this Agreement and effecting the registration of such interests with the International Registry and (iv) filing of a financing statement under the UCC, no further action. including any filing, registration or recording of any document, is necessary or advisable in order to establish and perfect Secured Party's interest in the Aircraft as against Grantor and/or any other Person; n) Grantor has no pending claims and Grantor has no knowledge of any facts upon which a future claim may be based, in each case for breach of warranty or otherwise, against any prior owner, any manufacturer. or any supplier of the Airframe. any Engine, or any Pans: o) The Records have been kept, and Grantor will so long as any Obligations remain outstanding continue to keep the Records, in accordance with the requirements of the FAA rules and regulations and industry standards. e.g. '20 20 SDNY_GM_02755409 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242331 EFTA01327447 SDNY_GM_02755410 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242332 EFTA01327448 p) Grantor is. and will remain, in lull compliance with all laws and regulations applicable to it including without limitation. (i) ensuring that no person who owns a controlling interest in or otherwise controls Borrower is or shall be (A) listed on the Specially Designated National and Blocked Person List maintained by the Office of Foreign Assets Control ("OFAC-). Department of the Treasury and/or any other similar lists maintained by OFAC pursuant to any authorizing statute, executive order or regulations or (C) a person designated under Section 1(b), (c) or (d) of Executive Order No. 13224 (September 23. 2001). any related enabling legislation or any other similar executive order and (ii) compliance with all applicable Bank Secrecy Act ('BSA') laws. regulations and government guidance on BSA compliance and on the prevention and detection of money laundering violations ARTICLE 7 — SECURITY INTEREST ABSOLUTE Section 7.1 Security Interest Absolute. All rights of the Secured Party and the security interests and International Interests assigned, granted to and created in favor of the Secured Party hereunder, and all obligations of the Grantor hereunder. will be absolute and unconditional, irrespective of: a) any lack of validity or enforceability of any Loan Document; b) the faiure of the Secured Party to: (i) assert any claim or demand or to enforce any right or remedy against the Grantor or any other Person under the provisions of the Loan Agreement any other Loan Document or otherwise: or (1) to exercise any nght or remedy against any Guarantor of, or collateral securing. any of the Obligations; c) any change in the time, manner or place of payment of. or in any other term of. aft or any of the Obligations or any other extension, compromise or renewal of any of the Obligations; d) any reduction, limitation, impairment or termination of any of the Obligations for any reason. including any claim of waiver, release, surrender, alteration or compromise, and will 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 Obligations: 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, or f) 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 Obligations: or 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 — MISCELLANEOUS Section 8.1 Governino Law: Jurisdiction. THIS AGREEMENT IS BEING DELIVERED IN THE STATE OF OHIO. THIS AGREEMENT, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, WILL IN AU. RESPECTS BE GOVERNED BY, AND BE CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF OHIO. WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES. Grantor hereby irrevocably consents and agrees that any legal action, suit or proceeding arising out of or in any way in connection with this Agreement or any of the other Loan Documents may be instituted or brought in the courts of the State of Ohio or in the United States Courts located in the State of Ohio, and the appellate courts from any thereof as Secured Party may elect or in any other state or Federal court as Secured Party shall deem appropriate, and by execution and delivery of this Agreement, the Grantor hereby irrevocably accepts and submits to. and in respect of its property, generally and unconditionally, the exclusive jurisdiction of any such court, and to all proceedings in such courts. Grantor irrevocably consents to service of any summons and/or legal process by first class, certified United States air mail, postage prepaid, to Grantor at the address set forth herein. such method of service to constitute, in every respect. sufficient and effective service of process in any such legal action or proceeding. Nothing in this Agreement or in any of the other Loan Documents shall affect the right to service of process in any other manner permitted by law or limit the right of Secured Party to bring actions, suits or proceedings in the courts of any other jurisdiction. Grantor further agrees that final udgment against it in any such legal action, suit or proceeding shall be conclusive and may be enforced in any other jurisdiction, within or outside the United States of America, by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the fact and the amount of the liability. Secured Party and Grantor agree that such slate and Federal courts of and within the State of Ohio have non-exclusive jurisdiction in respect of any claims brought under the Cape Town Treaty relating to the Aircraft. Pose a 70 SDNYGIvl_02755411 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242333 EFTA01327449 SDNY_GM_02755412 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242334 EFTA01327450 Section 8.2 Notices. All notices and other communications hereunder will be in writing and wil be transmitted by hand. overnight courier or certified mail (return receipt requested), US postage prepaid. Such notices and other communications will be addressed if to Secured Party, Fifth Third Bank — Equipment Finance, 38 Fountain Square Plaza. MC/10904A, Cincinnati, Ohio 45263, and if to Grantor at the address set forth in the introductory paragraph of this Agreement or al such other address as any party may. from time to time. designate by notice duly given in accordance with this section. Such notices and other communications will be effective upon the earlier of receipt or three days after mailing if mailed in accordance with the terms of this section. Section 8.3 Tvne of the Essence. Time is of the essence in the payment and performance of al of Grantor's obligations hereunder and under the other Loan Documents. Section 8,4 Limitation as to _Enforcement of Rights. Remedies and Claims. Nothing in this Agreement. whether express or implied, will be construed to give to any Person other than the Grantor and the Secured Party any legal or equitable right, remedy or claim under or in respect of this Agreement or any other Loan Document. Section 8.5 Severabilitv of Invalid Provisions. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction will, 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 will not invalidate or render unenforceable such provision in any other jurisdiction. Section 8.6 Assignment. GRANTOR WILL NOT SELL, TRANSFER, ASSIGN. CHARTER, LEASE, CONVEY, PLEDGE. MORTGAGE OR OTHERWISE ENCUMBER THE AIRCRAFT OR THIS AGREEMENT, AND ANY SUCH ATTEMPTED SALE, TRANSFER. ASSIGNMENT. CHARTER, LEASE, CONVEYANCE, PLEDGE. MORTGAGE OR ENCUMBRANCE, WHETHER BY OPERATION OF LAW OR OTHERWISE. SHALL BE OF NO FORCE OR EFFECT WITHOUT THE PRIOR WRITTEN CONSENT OF SECURED PARTY. IN ADDITION, GRANTOR WILL NOT ENTER INTO ANY INTERCHANGE AGREEMENT WITH RESPECT TO THE AIRCRAFT OR RELINQUISH POSSESSION OF THE AIRCRAFT OR ANY ENGINE, OR INSTALL ANY ENGINE OR PART. OR PERMIT ANY ENGINE OR PART TO BE INSTALLED, ON ANY AIRFRAME OTHER THAN THE AIRFRAME DESCRIBED HEREIN. No consent by Secured Party to any of the foregoing will in any event relieve Grantor of primary, absolute and unconditional liability for Its duties and obligations under this Agreement. Secured Party, at any time with or without notice to Grantor, may sell, transfer, assign and/or grant a security interest in all or any part of Secured Party's interest in the Loan Documents or the Aircraft or any part thereof teach. a "Secured Party Transfer') and Grantor hereby expressly consents in advance to any such assignment by Secured Party of the Loan Documents and Secured Party's associated rights therein, including in connection therewith any assignment of Secured Party International Interests assigned or created hereunder in or relating to the Aircraft. Any purchaser, transferee, assignee or secured party of Secured Party (each a "Secured Party Assignee") will have and may exercise all of Secured Party's rights hereunder with respect to the items to which any such Secured Party Transfer relates, and Grantor will not assert against any Secured Party Assignee any claim Grantor may have against Secured Party, provided Grantor may assert any such claim in a separate action against Secured Party. Upon receipt of written notice of a Secured Party Transfer, Grantor will promptly acknowledge in writing its obligations under this Agreement, wit comply with the written directions or demands of any Secured Party Assignee and will make all payments due under the assigned Agreement as directed in writing by the Secured Party Assignee. Following such Secured Party Transfer, the term 'Secured Party' wilt be deemed to include or refer to each Secured Party Assignee. Grantor will provide reasonable assistance to Secured Party to complete any transaction contemplated by this subsection. Subject to the restriction on assignment contained in this subsection, this Agreement inures to the benefit of, and is binding upon, the successors and assigns of the parties hereto. Section 8.7 Benefit of Parties. Successors and Assigns. Entire Agreement All representations, warranties, covenants and agreements contained herein or delivered in connection herewith will be binding upon, and inure to the benefit of. the Grantor and the Secured Party and their respective legal representatives, successors and assigns. 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 8.8 Further Assurances. At any time and from time to time, upon the reasonable request of the Secured Party, the Grantor will promptly and duly execute and deliver any and all such further instruments and documents and take such action (including providing any necessary consents) with the International Registry as may be reasonably specified in such request, and as are reasonably necessary to perfect, preserve or protect the security interests. International 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 and assigned, including 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, International Interests or assignments created or intended to be created hereby. oatr t2o SDNY_GM_02755413 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242335 EFTA01327451 SDNY_GM_02755414 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242336 EFTA01327452 Section 8.9 Performance by Secured Party. In its discretion, the Secured Party may (but will not be obligated to). at any time and from time to time (regardless of whether or not a Default or an Event of Default has occurred), for the account of the Grantor, pay any amount required to be paid by the Grantor hereunder, or do any act required of the Grantor hereunder, and which the Grantor fails to pay or do al the time required. and any such payment will be repayable to the Secured Party by the Grantor on demand, will bear interest at the Default Rate, and wiN be secured by the Collateral. Section 8.10 Indemnity. Grantor will indemnify and hold harmless Secured Party and each Secured Party Assignee, on an after tax basis, from and against any and all liabilities, causes of action, claims, suits, penalties. damages, losses. costs or expenses (including attorneys' fees), obligations, demands and judgments (collectively, a 'Liability") arising out of or in any way related to: (a) Grantor's failure to perform any covenant under any of the Loan Documents, (b) the untruth of any representation or warranty made by Grantor under the Loan Documents. (c) the order. manufacture, purchase, ownership, selection, acceptance, rejection, possession, rental, sublease. operation, use. maintenance, control, loss, damage, destruction, removal, storage, surrender, sale, condition. delivery, return or other disposition of or any other matter relating to the Aircraft. or (d) injury to persons, property or the environment including any liability based on strict liability in tort, negligence, breach of warranties or Grantor's failure to comply fully with eradicable law or regulatory requirements: provided, that the foregoing indemnity wit not extend to any Liability to the extent resulting solely from the gross negligence or willful misconduct of Secured Party. Section 8.11 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 8.12 Waiver of Jury Trial. SECURED PARTY AND GRANTOR HEREBY EACH WAIVE THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THE AIRCRAFT OR THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS. THIS WAIVER IS MADE KNOWINGLY, WILLINGLY AND VOLUNTARILY BY SECURED PARTY AND GRANTOR. WHO EACH ACKNOWLEDGE THAT NO REPRESENTATIONS HAVE BEEN MADE BY ANY INDIVIDUAL TO INDUCE THIS WAIVER OF TRIAL BY JURY OR IN ANY WAY TO MODIFY OR NULLIFY ITS EFFECT. THIS WAIVER APPLIES TO ANY SUBSEQUENT AMENDMENTS. RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO. 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 8.13 Counterpart Execution' Joint and Several Liability. This Agreement and any amendments 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, will be an original, but all such counterparts will together constitute but one and the same instrument. Fully executed sets of counterparts will be delivered to, and retained by, the Grantor and the Secured Party. II this Agreement is executed by more than one Person as Grantor, the obligations of all such signers hereunder will be joint and several and all references to 'Grantor' will apply both jointly and severally. ARTICLE 9 — DEFINITIONS Section 9.1 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. The terms "including: 'includes' and 'include' will be deemed to be followed by the words 'without limitation: Unless otherwise defined herein, capitalized terms used herein have the meanings given thereto in the Note. The following terms have the respective meanings set forth below a) 'Act' means the Federal Aviation Act of 1958, as amended from time to time and recodified at 49 U.S.C. § 44101 et seq. b) "Agreement, 'this Agreement'. 'hereby'. 'herein". 'hereor, 'hereunder' or other like words means this Aircraft Security Agreement, as it may be amended, modified or supplemented from tine to time. c) "Aircraft' means the Airframe together with the Engine(s). whether or not such Engine(s) we instated on the Airframe or any other airframe. d) "Airframe means (i) one (1) Raytheon Aircraft Company 400A aircraft (excluding, however, the Engine or engines from time to time installed thereon) having the United States Registration Number and Paris al 20 SDNY_GM_02755415 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242337 EFTA01327453 SDNY_GM_02755416 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242338 EFTA01327454 manufacturer's serial number specified on Schedule I attached hereto. (ii) 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 (iii) any replacement airframe which may from time to time be substituted for such Airframe in accordance with the terms of the Agreement. e) 'Business Day' means a day other than a Saturday or Sunday on which the banks are open for business in Cincinnati. Ohio. 0 tape Town Treaty' has the meaning provided in 49 U.S.C. §44113(1). g) 'Closing Date' means the date on which the Secured Party makes the Loan to Grantor pursuant to the Note h) 'Collateral' has the meaning set forth in Section 1.1 hereof. i) 'Commodity Exchange Act' means the Commodity Exchange Act (7 U.S.C. § 1 et seq.). as amended from time to time, and any successor statute. I) 'Default' means an event which, after the giving of notice or lapse of time, or both, would become an Event of Default. k) 'Default Rate' means the rate per annum set forth in Section 7 of the Note. I) 'IDERA' means an Irrevocable De-Registration and Export Request Authorization in substantially the form annexed to the Cape Town Treaty. m) 'Engine' means (I) each of the (2) engines manufactured by Williams International. model FJ44- 3AP Series having the manufacturer's serial number specified on Schedule 1 attached hereto (which engine(s) have 550HP or greater rated takeoff horsepower or the equivalent of such horsepower and, if such engine is a jet propulsion aircraft engine, has al least 1750 lb of thrust or its equivalent), whether or not Iran time to time installed on the Airframe or any other airframe, (ii) any replacement engine which may from time to lime be substituted for the Engine pursuant to the terms of the Agreement, and (a) in each case. any and all pans which are from time to time incorporated or installed in or attached to the Engine and any and all pads removed therefrom. n) 'Equipment' means any or all of the Airframe. Engines and Parts. o) 'Event of Default' has the meaning set forth in Section 5.1 hereof. p) 'Event of Loss' means: (i) the Aircraft is lost. stolen, destroyed, rendered permanently unfit for its intended use, or irreparably damaged, from any cause whatsoever, (ii) the Aircraft is returned to the manufacturer or setter or either of thew agents or nominees pursuant to any warranty settlement or patent indemnity settlement. (ii) the Aircraft is damaged to the extent that an insurance settlement is made on the basis of a total loss or a constructive or compromised total loss: (lv) the Aircraft is prohibited from use foe air transportation by any agency of the Government for a period of six months or more: or (v) the Aircraft is 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 will be deemed to have occurred if an Event of Loss occurs with respect to the Airframe that constitutes a part of the Aircraft. q) 'Excluded Swap Obligation' means, with respect to any guarantor of a Swap Obligation. including the grant of a security interest to secure the guaranty of such Swap Obligation, any Swap Obligation if, and to the extent that, such Swap Obligation is a becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (a the application or official interpretation of any thereof) by virtue of such guarantor's failure for any reason to constitute an 'eligible contract participant' as defined in the Commodity Exchange Act and the regulations thereunder at the time the guaranty or grant of such security interest becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attnbutable to swaps for which such Swap Obligation or security interest is or becomes illegal. Pope a et 20 SDNY_GM_02755417 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242339 EFTA01327455 SDNY_GM_02755418 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242340 EFTA01327456 r) '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 5) 'Government' means the federal government of the United States of America or any instrumentality or agency thereof. 'Guarantor' means individually and collectively, any guarantor of Grantor's obligations owed to Secured Party u) 'Guaranty' means individually and collectively, any agreement under which any Guarantor guarantees Grantor's obligations owed to Secured Party. v) 'Incorporated In' means incorporated. installed in or attached to or otherwise made a part of. w) 'Indemnified Parties' means the Secured Party and its successors, assigns. transferees. directors, officers. employees, shareholders. servants and agents x) -International Interest' shall have the meaning provided thereto in the Cape Town Treaty. y) 'International Registry' has the meaning provided in 49 U.S.C. §44113(3). z) 'Lien' means any assignment. mortgage. pledge, ken. charge. encumbrance. lease security, interest International Interest, Prospective Assignment, Prospective International Interest, or any claim or exercise of rights affecting the line to or any interest in property. aa) 'Loan Documents' means. collectively. this Agreement, the Note, the Guaranty. if any, an IDERA in favor of Secured Party, the Rate Management Agreement and all other documents prepared by Secured Party and now or hereafter executed in connection therewith and all amendments. restatements. modifications and supplements thereto. bb) 'Loss Value' means 100% of the amount necessary to pay in lull, as of the date of payment thereof, the principal and accrued interest on the Loan plus any prepayment premium. If an Event of Loss occurs during a period of time when no prepayment is permitted. the Loss Value will include a prepayment premium in an amount equal to 3% of the then outstanding principal balance remaining under the Note. cc) 'Modified Following Business Day Convention' means the first following day that is a Business Day unless that day falls in the next calendar month, in which case that date will be the first preceding day that is a Business Day. dd) 'Note' means, collectively, all now existing or hereafter executed promissory notes by Grantor as maker in favor of Secured Party. which, according to their respective terms, are executed pursuant to, and secured by the Collateral pledged under. this Agreement. and all amendments. restatements. modifications and supplements thereto. ee) "Note Payment Date' has the meaning set forth in the Note. fft 'Obligations' has the meaning given in Section 1.1. gg) '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 Tarr means any of the foregoing) or. after removal therefrom. so long as such Pads remain subject to the Lien of this Agreement in accordance with Section 2.4 or Section 2.5 hereof. hh) 'Prospective Assignment' shall have the meaning provided thereto in the Cape Town Treaty. Prospective Intemadonal Interest' shall have the meaning provided thereto in the Cape Town Treaty. jj) 'Permitted Lien' means: (I) Liens in favor of or expressly consented to in writing by the Secured Party: and (ii) mechanics or other like Liens arising in the ordinary course of business for amounts which we 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). Pap I? ct 20 SONY_GM_02755419 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242341 EFTA01327457 SDNY_GM_02755420 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242342 EFTA01327458 kk) '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. It) 'Primary Hangar Location' has the meaning specified in Section 2.8. mm) 'Purchase Agreement' (if any) means the Purchase Agreement dated October 2. 2013. between Neaten! Aerospace. LLC as seller, and Grantor as buyer, as it may be amended, modified or supplemented from time to time. an) "Rate Management Agreement" means any agreement. device or arrangement providing for payments which are related to fluctuations of interest rates, exchange rates. forward rates, or equity prices, including, but not limited to. dollar-denominated or cross-currency interest rate exchange agreements, forward currency exchange agreements, interest rate cap or collar protection agreements. forward rate currency or interest rate options, puts and warrants, and any agreement pertaining to equity derivative transactions (e.g.. equity or equity index swaps, options, caps, floors, collars and forwards), including without limitation any ISDA Master Agreement between Grantor and Secured Party or any affiliate of Fifth Third Bancorp. and any schedules. confirmations and documents and other confirming evidence between the parties confirming transactions thereunder, all whether now existing or hereafter ansing, and in each case as amended. modified or supplemented from time to time. oo) 'Rate Management Obligations" means any and all obligations of Grantor to Secured Party or any affiliate of Fifth Third Bancorp. whether absoele. contingent or otherwise and howsoever and whensoever (whether now or hereafter) created, arising, evidenced or acquired (including all renewals. extensions and modifications thereof and substitutions therefore), under or in connection with (i) any and all Rate Management Agreements, and (a) any and all cancellations, buy-backs, reversals, terminations or assignments of any Rate Management Agreement. pp) 'Records' means the records, logs and other material described in Section 2.2. qq) 'Swap Obligation' means any Rate Management Obligation that constitutes a 'swap' within the meaning of section la(47) of the Commodity Exchange Act, as amended from time to time. rr) 'UCC' or "Uniform Commercial Code' means the Uniform Commercial Code as in effect in any applicable jurisdiction. (Signature pages follow) war Well* SONY_GM_02755421 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242343 EFTA01327459 SDNY_GM_02755422 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242344 EFTA01327460 IN WITNESS WHEREOF, the parties have each executed this Aircraft Security Agreement, as of the date set forth above. GRANTOR: THORAIR, LLC By: X Name could 1 Title: PK5(denl o rt, Inc., Ills Membe, Address: 2520 South Campbell Street. Sandusky, OH 44870 Attention: Telecopier. M STATE OF bril 0 ss COUNTY OF rl c. On this an day of December. 2013, before me the sybscriber personally appeared UVIC fli...C.Y.rwho being by me duly sworn, did depogg and saAy..that he resides at 2 n C County, State of Otit that he is the WCSICACti\- of I ri t-Ifikyr . 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 company. c- /pith/1 ) 'Lia r NO ARY PUbLIC My Commission Expires: JACQUE: n ITC-Att NOTARY ric:SI.K. ,;7 ArE OF OHIO Risonisit ki toi:clicia County My onnwrity.sion expOlis Sen. 20t5 loGyt 110170 SDNY_GM_02755423 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA _00242345 EFTA01327461 SDNY_GM02755424 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242346 EFTA01327462 SECURED PARTY: FIFTH THIRD BA By. Nerve. Christian Hy* Title vice President Address: 38 Fountain Square Plaza Cincinnati. Ohio 45263 Attention: Telecopiec N/A STATE OF Ohio COUNTY OF 1-1-twhi Om; ss 7 141i t.i • iS th On this day of December, 2013, before me the subset per dna& appeared ( -AMA nil ft being by me duly sworn, did depose and say: that he resides at iCounty, State of Ohio: that kW; \,ti I I iffAiRli elflirFifth Third bank, the entity described in and which executed the foregoing instrument: and that he sighed his name thereto by order of the Board of Directors of said corporation f ik—re, IS. NOTARY PUBLIC CO LiAx-n My Commission Expires: PAULA a McOUEEN Notary Pubic. State 01.0H0 My Commission Ewes Matt 21. 2016 It 4rE OF .4 Plop20 020 SDNY_GM_02755425 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242347 EFTA01327463 - SDNY_GM_02755426 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242348 EFTA01327464 Schedule 1 to Aircraft Security Agreement Airframe Make and Model: Raytheon Aircraft Company 400A United States Registration Number: N493LX Airframe Manufacturers Serial Number: RK-244 Engine Make and Model: Williams International FJ44-3AP Engine Manufacturers Serial Numbers: 252767 and 252768 Avionics: Rockwell Collins Pro Line 211" Avionics Suite with two Primary Flighl Displays (PFD). two Multi-Function Displays (MFD). Single IFIS electronic chart installation. Dual solid-state AHRS-30OO5. TCAS-Il. WAASAPV Enablemenl. 406 MHz ELT and DBU-5000 data loader Additional Features: XM Weather providing graphical weather display on either MFD. Aircell oloixess0 System: Combined high-speed wireless interne' ei dual Satellite phones Cabin EQuipment 8 Entertainment Features: Selma, I Ppe1 N SDNY_GM_02755427 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242349 EFTA01327465 SDNY_GM_02755428 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242350 EFTA01327466 Exhibit A to Aircraft Security Agreement FORM OF IRREVOCABLE DE-REGISTRATION AND EXPORT REQUEST AUTHORIZATION IRREVOCABLE DE-REGISTRATION AND EXPORT REQUEST AUTHORIZATION THIS IRREVOCABLE DE-REGISTRATION AND EXPORT REQUEST AUTHORIZATION IS LINKED TO AND PART OF THAT CERTAIN AIRCRAFT SECURITY AGREEMENT DATED DECEMBER 27. 2013, BY AND BETWEEN THORAIR, LLC AND FIFTH THIRD BANK, WHICH IS BEING FILED WITH THE FEDERAL AVIATION ADMINISTRATION CONTEMPORANEOUSLY HEREWITH December 27.2013 To Federal Aviation Administration Re. Irrevocable De-Registration and Export Request Authorization The undersigned is the registered owner of the Raytheon Aircraft Company 400A bearing manufacturers serial number RK-244 and registration N493LX (together with all installed, incorporated or attached accessories, parts and equipment. the 'aircraft"). This instrument is an irrevocable de-registration and export request authorization issued by the undersigned in lava of Fifth Third Bank ("the authorized party') under the authority of Article XIII of the Protocol to the Convention on International Interests in Mobile Equipment on Matters specific to Aircraft Equipment In accordance with that Article, the undersigned hereby requests. (i) recognition that the authorized party or the person it certifies as its designee is the sole person entitled to. so" (a) procure the de-registration of the aircraft from the Aircraft Register maintained by the Federal Aviation Administration. for the purposes of Chapter III of the Convention on International CIVIi Aviation, signed at Chicago. on 7 December 1944. and (b) procure the export and physical transfer of the aircraft from the United States of America; and (4) confirmation that the authorized party or the person it certifies as its designee may take the action specified in clause (i) above on written demand without the consent of the undersigned and that, upon such demand, the authorities in the United States of America shall co-operate with the authorized party with a view to the speedy completion of such action. The rights in favor of the authorized party established by this instrument may not be revoked by the undersigned without the written consent of the authorized party. Please acknowledge your agreement to this request and its terms by appropriate natation in the space provided below and lodging this instrument in the Aircraft Register maintained by the Federal Aviation Administration. THORAIR, LLC By. EXHIBIT A- DO NOT SIGN Name Title: SDNY_GM_02755429 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242351 EFTA01327467 CERTIFICATE I hereby certify that I have ared this instrument with the ongin nstrument and it is a true and py of said original. IMO/WM JUIO TII0HrIA0 9h Z Wd OC 330 £101 kid NOILYILLSIONIPitIOUIV VT4 HIM MIA SDNY_GM_02755430 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242352 EFTA01327468 DOCUMENT LEVEL ANNOTATIONS Orig #7130 ret'd to CND SDNY_GM_02755431 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242353 EFTA01327469 SONY_GM_02755432 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242354 EFTA01327470 MEMORANDUM TO THE FILE RT February 28. 2014 ID DATE AIRCRAFT: N493LX DOCUMENT RETURNED February 28. 2014 (dale) Dale received: January 21. 2014 Reason returned: Cv B/S #4342 returned not needed. Ste Rec Conv #MC016800 Doc Id #2858 SDNY_GM_02755433 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242355 EFTA01327471 SDNY_GM_02755434 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242356 EFTA01327472 V.S. Department Flight Standards Service P.O. Box 25504 of Transportation Aircraft Registration Branch. Oklahoma City, Oklahoma 73126-0504 AF S-750 (405)954-3116 Federal Aviation Toll Free: 14n-7624434 WEB Address: htlp://registry.faa.goy Administration Date of Issue: December 31. 2013 THORAIR LLC PO BOX 2218 SANDUSKY, OH 44871-2218 Fax 405-681-9299 ATTENTION: 1ATS TI39I38 This facsimile must be carried in the Aircraft as a Temporary Certificate of Registration for N493LX RAYTHEON AIRCRAFT COMPANY 400A Serial RK-244 and is valid until Jan 30, 2014. This is not an airworthiness certificate. For airworthiness information, contact the nearest Federal Aviation Administration Flight Standards District Office. for Walter Binkley Manager, FAA Aircraft Registry, AFS-750 Federal Aviation Administration AFS-750-FAX-4 (0330) SDNY_GM_02755435 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_00242357 EFTA01327473 SDNY_GM_02755436 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242358 EFTA01327474 a 0 DELCARATION of INTERNATIONAL OPERATIONS The undersigned owner of aircraft N493LX, Manufacturer Raytheon Aircraft Company Model 400A, Serial Number RK-244 declares that this aircraft is scheduled to make an international flight' on 12/3I /2013 as flight Number N/A departing Richmond Heights. OH with a destination of Windsor. Ontario. Canada 111 required route between two points in the United States involves international navigation. explain under Comments below. e.g. 'party over Canada' or 'panty in international airspace-4 Expedited registration in support of this international flight is requested this 30 day of D'Ic ember 2013 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). n ft• - • F ri t • • 1.• . • .4 v.) Name of Owner: ThorA* , LLC -a • U• Lib U Signature: Typed Name and Title of Signer: 59A- fdte• }it er •if required route between two points in the United States involves international navigation, explain under Comments, e.g. "partly over Canada" or "partly in international airspace". Comments: Please fax the flying time wire to Ins isle Service Inc. at 405- 681-9299. Filed by: Rosalie Lowman Insured Aircraft Title Service Inc Phone SDNY_GM_02755437 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242359 EFTA01327475 VW0HV1)10 A110 040HV1V) 91 £ hid 0£ 330 110? 13VHOHIV US NOLLVtiiS19313 VV3 H104 03111 SDNY_GM_02755438 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 1O, 15, and 17 EFTA 00242360 EFTA01327476 FORM APPROVED OMB No. 2120-0082 UNITED STATES a AMERICA DEPARTMENT Of TRANSPORTATION mom maim Arommanlapialoa MOOPMMONounCAL awn NRCRAFT REGGTRATON APPuCATION CERT: ISSUE DATE Reenna &ATOKA N MIX ANICSAPT MANUFACTURER 6 MODEL Raytheon Aircraft C4nceny 400A D AIRCRAFT URAL No. RK-244 FOR FAA USE ONLY I TYPE OF REGSTRATON fONDO.Owlyml O 1. InCIPAckall O 2. Pannonia tg3 Comdata O A. CoMwrer O 5. Govemma O 8. Non-Qtaan Canada O 9. NoaCttan Corporation Co-Owns Paha OR APPUGANT POtools1roan on epbrica Cl ormenna.It IIPPO011. gip Iasi mot MI An. and PM% Moll ThcrAir, LIL III Physical Address: 312 Neilsen Ave. Sandusky, CH 44870 TELEPPONE NUMBER I ) ACORESS Pennine Patna adOness to Ira pawn onNo Of P.O. Gan a ine0. PrylaCal Mama must also b Yawn) PM. and tam NO. 0.,x$10 5/.) tle;i5,44 a ye. M Rab Raub PO ...• a.a) 51 an STATE ZP CODE Sandusky al 44871 O CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTIONI Read the following statement before signing this application. This portion MUST be completed. A ape acisImen May IO any MOM in the Amato, MO/ IN °Munq te puns/tended by Na 2.511.0. vninonment RIG Co* rap la sac tool) 0 CERTIFICATION weE CEROA.. III Thal Ins Pop swat • Omen by toe ladompacl moan: veranda TWOudig corpotalizal Cl we MOP SMOG IM Papas. OW nano of malt I P (.NECK ONE At APIPOPPIAlt a CA resdra men. wen afar reakiimaaa form I -Ill co Mon IMO Na O. CI A Napa+.anpaboa Mama MI Oorg buns, eat Tro• laws al(NMI and Na Pat it bawl and primp wed IN Wield StaIm RecatOp at IlIgN non are matt.e tor inotocton al C2) Thal It. OCCMPI • rot mama tadar Mims Cl any Mar MM. and a Thal legal Mance col omorsIM is name, a has Nen MI POIIN Ftleral Anton MmottatIra NOTE: tf entuari for poldnarata81, aPPliaantS drat sign. UM Aram :a It AbCOSInn. • :: I . • I I TYPE OR Pfai NAME BELOW SIGNATURE \ - 94Antaat DATE EACH PANT OF THIS nili'• - \\‘. 2N A---...41.....4-- cyc IV-31-+3 SIGNATURE APPLICATION MUST Oat TITLEILor5tor 1- The. D OA/Lel. tintirjrvA II 'S /Ken+ le), /—* I Of SIGNED III INK &GRAMME TITLE DATE NOTE Panting wool Cl INT C•nolcsia al Anna Flaptabon.the man maybe coned hat a vend 'Cl in 'spas CI 9D Ma. Omp wan pm we Om my QOM aoramon ma b ono a ins stash. AC Faro 80504 0 012)PISPI 0032.004254007) SDNY_GM_02755439 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00242361 EFTA01327477 • • VH0F1111NO All0 ViI0HV1)10 9! I Lid 0£ 930 CIO1 88 NOI1VHISI038 10110HIV • 04 HUM ant SDNY_GM_02755440 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA 00242362 EFTA01327478 0 O UNITED STATES OF AMERICA FORM APPROVED Co OMB NO. 2120-0012 O U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION O 0 0 AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE 0 UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES 8 REGISTRATION NUMBER N493LX AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. O RK-244 DOES THIS 3OTM DAY OF Dec. ., 2013 O HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: Do Noi Write In This Block n y FOR FM USE ONLY NAME AND ADDRESS PURCHASER (IF INDIVIDUAL (S), GIVE LAST NAME. FIRST NAME. AND MIDDLE INITIAL.) THORAIR, LLC PHYSICAL ADDRESS: P.O. BOX 2218 312 NEILSEN AVE. SANDUSKY, OH 44871 SANDUSKY, OH 44870 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS. ADMINISTRATORS. MID ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER. AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS s r)" DAY OF Dec , 2013. NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPED OR PRINTED) (IN INK) (IF EXECUTED FOR (TYPED OR PRINTED) CO-01NNERSHIP, ALL MUST SIGN.) SELLER NEXTANT AEROSPACE, LLC MICHAEL A. ROSSI MANAGER I (, • ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FM RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (1/09) (NSN 0052-00-62S-0003) Supersedes Previous Edkon •Aircraft used herein she* inch.4* Ind awnane eeserioed bakne and the IIN11ick.rrr-) ruse r -51-14 aircraft engines vAlh manufacturers serial numbers analLA3 and g5Q1L0-1 SDNY_GM_02755441 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242363 EFTA01327479 VHOHV1N0 A110 VHOHV1NO 91 I Wd OC 30 £1.02 HO NOLI.VtilS1038 lit/8011W VV! H11M 0311i SDNY_GI/411_02755442 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242364 EFTA01327480 O O Zsi UNITED STATES OF AMERICA FORM APPROVED O143 NO. 2120-0042 U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE 0 • UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N493LX 2 AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A 0 AIRCRAFT SERIAL NO. O RK-244 DOES THIS 53 DAY OF IS ., 2013 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: Do Not Write In This Block 11 FOR FAA USE ONLY y D NAME AND ADDRESS PURCHASER (IF INDIVIDUAL (S), GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL.) NEXTANT AEROSPACE, LLC 355 RICHMOND ROAD CLEVELAND, OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS. AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER. AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS Ill DAY OF 2013 I "0 DeC. • NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPED OR PRINTED) (IN INK) (IF EXECUTED FOR (TYPED OR PRINTED) CO.OWNERSHIP, ALL MUST SIGN.) SELLER FLIGHT OPTIONS, LLC ,--."6------ VP ADMINISTRATION MICHAEL METERA & CONTRACTS ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FM RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 80502 (1/09) (NSN 0052-00-629-0003) Supersedes Previous Edition 'Aircraft used herein shall include die Were eesersed below and the W;11, ore-6 mode rILI LE aiglaft engines with manufacturers serial numb** 059'71ozs and 2•31k.0-1 SDNY_GM_02755443 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242365 EFTA01327481 MOWI1)10 A110 Vii0HrINO ST T Wd O£ 330 Mt U9 NOI1V8ISID3U UVUGUIV VV3 HIIM 03113 SDNY_GM_02755444 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242366 EFTA01327482 .10002433 Convoyance, FAA RELEASE OF LIEN Itscordcd The Prudential Insurance Company of America - Collateral Agent, as secured party under the Security Agreements and Amendments to Security Agreements (the "Security Agreements"), described and defined on Exhibit A attached hereto, hereby releases from Apr/09/2013 the terms of the Security Agreements all of its right, title and interest in and to the Aircraft and Engines ("Aircraft and Engines') described and defined on Exhibit A attached hereto. IN WITNESS WHEREOF the parties have signed this FAA Release of Lien as of this 0/ go. day of rYlarr, 2013. 3(3 AM FAA The Prudential Insurance Company of America as Collateral Agent By: 0.A.‘..1-0 odd- Name: )Nr, Aff‘.1 I Title: Vice President SDNY_GM_02755445 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242367 EFTA01327483 VII0HV1)10 ALIO VINOW/1)10 Ih C bid .82 IA; £?4Z 118 NOLLVILIS1932114VHOWV V314 H.LIM 03114 SDNY_GM_02755446 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242368 EFTA01327484 EXHIBIT A FAA RELEASE Security Agreements Aircraft Security Agreement dated November 16, 2011 between The Prudential Insurance Company of America - Collateral Agent, as secured party and Flight Options, LLC, as debtor, recorded by the Federal Aviation Administration on December 14, 2011 as conveyance number KT006654. First Amendment to Aircraft Security Agreement KT006654 dated January 10, 2013 recorded January 24, 2013 as FAA conveyance number CW006411 between The Prudential Insurance Company of America - Collateral Agent, as secured party and Flight Options, LLC as debtor. Aircraft and Engines N493LX. Raytheon Aircraft Company 400A, Serial Number RK-244 and Two (2) Pratt & Whitney Canada JT15D-5 Engines, Serial Numbers PCE-JA0256 and PCE-JA0257. SDNY_GM_02755447 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242369 EFTA01327485 VHOHT1N0 Al10 VIIOHYDIO Th £ Lid 8Z UN 0102 89 N011VU1SI03814VNJUIV 03114 SDNY_GM_02755448 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242370 EFTA01327486 DOCUMENT LEVEL ANNOTATIONS See recorded conveyance number KT006654 et al Doc ID 6550 SDNY_GM_02755449 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242371 EFTA01327487 SONY_GM_02755450 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242372 EFTA01327488 RECORDED CONYEYA.NCE FILED IN: U.S. DEPARTMENT OF TRANSPORTATION \NUM: 493LX FE DI' R ‘I. AVIATION ADMINISTR AVON SERIAL NUM: RE-244 MEE: ATHEON AIRCRAFT COMPANY CROSS-REFERENCE-RECORDATION MODEL: 400A AIR CARRIER: This form is to be used in cases where a conveyance covers scram aircraft and engines, propellers, or locations. File original of this form xith the recorded conveyance and a copy in each aircraft folder involved. TYPE OF CONVEYANCE DATE EXECUTED FIRST AMENDMENT TO AIRCRAFT SECURITY AGREEMENT (S/N RK-244) JANUARY 10. 2013 (SEE RECORDED CONV11KT006654, DOC ID 6550, PG I) FROM DOCUMENT NO. FLIGHT OPTIONS LLC CW006411 TOOK ASSIGNED TO DATE RECORDED PRUDENTIAL INSURANCE COMPANY OF AMERICA JAN 24, 2013 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: Total Aircraft: I Total Engine:: 2 Total Props: Total Spare Parts: N493LX P&W C JTI 5D-5 PCE-JA0256 P&W C JTI5D-5 PCE-JA0257 WS-750-2.3R (08.09) SDNY_GM_02755451 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242373 EFTA01327489 SDNY GM 02755452 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242374 EFTA01327490 0 I hereby certify this is a true exact co•y of omaI. ed Aircr Title ervice,Inc. FIRST AMENDMENT TO AIRCRAFT SECURITY AGREEMENT (S/N RK.244) 00 0 THIS FIRST AMENDMENT TO AIRCRAFT SECURITYAGREEMENT (S/N RK-244) (this "Amendment, is made as of January 10, 2013, by and between FLIGHT OPTIONS, LLC, a Delaware limited liability company ("Borrower') and THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, as collateral agent ("Agent') for the Lenders (as defined in the Security Agreement defined below). 0 8 a a RECITALS a A. Borrower has executed an Aircraft Security Agreement (S/N RK-244) dated as of November 16, 2011 (as amended and assigned from time to lime, the 'Security Agreement') in favor of Agent as more fully described on Exhibit A attached hereto and made a part hereof. Pursuant to the Security Agreement, 0 Borrower has granted Agent for the benefit of Lenders a first priority security interest, security assignment and lien, in, against, under and with respect to all of Borrower's right, title and interest in, to and under certain collateral, including, without limitation, a Raytheon Aircraft Company model 400A aircraft bearing manufacturers serial number RK-244 and U.S. Registration No. N493LX, as more fully described on Exhibit A 2 hereto (the "Aircraft"). 3 B. Borrower and Agent have agreed to modify certain provisions of the Security Agreement. C. All capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in the Security Agreement. NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows. 1. Security Agreement Amendments. From and after the date of this Amendment: (a) The Security Agreement is hereby amended by deleting Section 2.4(i) in its entirety and replacing it with the following: -(i) Borrower may sell the Aircraft at any time after the Lien in the Aircraft has been released in accordance with Section 3.5 hereof; and" (b) The Security Agreement is hereby amended by deleting Section 3.5 thereof in its entirety and replacing it with the following: *3.5 Release of Lien. Upon receipt by Lenders on or before the date set forth on Annex H hereto of the Release Payment (to be allocated among Lenders based on their respective pro rata share of the Obligations) in immediately available funds, together with interest thereon through such date, if applicable, so long as no Default or Event of Default then exists, Lenders shall release the aircraft identified on such Annex corresponding to such Release Payment from the Lien of the applicable security agreement in favor of Lender. For purposes hereof 'Release Payment" means, for any Aircraft or group of Aircraft, the payment specified by reference to Annex H hereto. Notwithstanding the foregoing, to the extent at any time that the Release Payment exceeds the aggregate unpaid Obligations, then the aggregate Release Payment for any and all remaining aircraft indicated on Annex H at such time shall equal the aggregate unpaid Obligations.' (c) The Security Agreement is hereby amended by deleting Annex D to the Security Agreement in its entirety and replacing it with Annex Din the form set forth on Exhibit B attached art hereof. $15.00 01/11/2013 2581729 IRK -244 AMENDMENT) 4 SDNY GM 02755453 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242375 EFTA01327491 VVIOHV1NO All0 VNIOHV1`,10 ST £ Lid TT Nlir 139 ii01011.131038 INA MUM 03113 SDNY_GM_02755454 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242376 EFTA01327492 (d) The Security Agreement is hereby amended to delete Annex E to the Security Agreement in its entirety and replacing it with Annex E in the form set forth on Exhibit C attached hereto and made a part hereof. (e) The Security Agreement is hereby amended to add Annex H to the Security Agreement in the form set forth on gxhibit D attached hereto and made a part hereof. 2. References in Security Agreement. Each and every reference in the Security Agreement to "this Agreement' is deemed for all purposes to reference the Security Agreement as amended pursuant to this Amendment unless the context clearly indicates or dictates a contrary meaning. 3. Ratification: Grant of Security Interest. Borrower hereby agrees for the benefit of Agent and Lenders and their respective successors and assigns that nothing contained herein shall be construed in any manner to in any manner affect, impair, lessen, release, cancel, terminate or extinguish the indebtedness, liabilities or obligations of Borrower under the Security Agreement or the other Loan Documents. In no event shall this Amendment be deemed a waiver, discharge, substitution or replacement of the Security Agreement or the other Loan Documents. Borrower hereby ratifies and confirms in all respects all of its indebtedness, liabilities and obligations under the Security Agreement and the other Loan Documents and agrees that, except as expressly modified by this Amendment, the Security Agreement and the other Loan Documents shall continue in full force and effect as if set forth specifically herein. As a precautionary matter, as collateral security for the prompt and complete payment and performance as and when due of all of the Obligations. Borrower hereby ratifies, confirms and re-grants to Agent for the benefit of Lenders a first priority security interest in and lien on, and consents to the registration of an international interest in, and collaterally assigns to Agent, all of Borrower's right. title and interest in, to and under all of the Collateral. 4. Representations. Borrower hereby represents, warrants and agrees that: (a) the Recitals to this Amendment are true and accurate in each and every respect and are all incorporated by reference herein; (b) each and every of its representations and warranties set forth in the Loan Documents continues to remain true, accurate and complete as if the same were made on the date hereof; (b) this Amendment, the Security Agreement as modified hereby and the other Loan Documents are the valid and legally binding obligations of Borrower, fully enforceable against Borrower in accordance with their terms; (c) the terms of the Security Agreement and the other Loan Documents have not heretofore been amended or modified by any action or omission or course of conduct on the part of Agent or either Lender (other than by a formal written agreement executed by Lenders), nor has Agent or either Lender waived or relinquished any of their rights, powers or remedies under the Loan Documents; (0) the payment and performance of the Obligations are, and shall, in accordance with the terms of the Loan Documents, continue to be, secured by, among other things, the Financed Aircraft, the Additional Aircraft and the other collateral described in the Loan Documents; (e) Agent has a first priority perfected security interest in, and lien on, the Financed Aircraft, the Additional Aircraft and the other collateral described in the Loan Documents; (f) the aircraft described in Exhibit 8 hereto are the Financed Aircraft for all purposes of the Loan Documents: and (g) the aircraft described in Exhibit C hereto are the Additional Aircraft for all purposes of the Loan Documents. If any of the foregoing representations and warranties shall prove to be false, incorrect or misleading in any material respect, Agent or either Lender may, in its absolute and sole discretion, declare that a default has occurred and exists under the Loan Documents. and Agent and Lenders shall be entitled to all of the rights and remedies set forth in the Loan Documents as the result of the occurrence of such default. 5. Expenses of Agent and Lenders. Borrower hereby agrees to reimburse Agent and Lenders upon demand for all expenses of Agent and Lenders (including the fees and expenses of their legal counsel and FAA Counsel) in connection with (a) the preparation of this Amendment and the other documents executed andfor delivered in connection herewith; and (b) the filing of this Amendment with the FAA and the registrations with the International Registry in connection therewith. 6. Release. Borrower hereby waives, releases and forever discharges Agent and each Lender and the other Indemnified Parties of and from any and all indemnified liabilities (as defined in the Security Agreement) arising, directly or indirectly, out of or in connection with any of any act, omission, representation or any other matter whatsoever or thing done, omitted or suffered to be done by any Indemnified Party that has occurred in whole or in part at any time up to and immediately preceding the moment of the execution of this 2581729 2 (RK'244 AMENDMENT) SDNY_GM_02755455 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242377 EFTA01327493 SDNY_GM_02755456 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242378 EFTA01327494 Amendment, including, but not limited to. the negotiation, making, borrowing, administration, enforcement and for collection of the Loan Documents. 7. Governing Law: Jurisdiction. Waiver of Jury Trial. This Amendment shall be construed and enforced in accordance with, and the rights of both parties shall be governed by, the internal laws of the State of New York (without regard to the conflict of laws principles of such state, other than Sections 5.1401 and 5- 1402 of the New York General Obligations Law), including all matters of construction, validity, and performance. Borrower hereby irrevocably consents and agrees that any legal action, suit or proceeding arising out of or in any way in connection with this Amendment may be instituted or brought in the courts of the State of New York or the U.S. District Court for the Southern District of New York, as Agent may elect, or in any other state or Federal court as Agent shall deem appropriate, and by execution and delivery of this Amendment. Borrower hereby irrevocably accepts and submits to, for itself and in respect of its property, generally and unconditionally, the non-exclusive jurisdiction of any such court, and to all proceedings in such courts. BORROWER HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AMENDMENT OR ANY OF THE LOAN DOCUMENTS. 8. Miscellaneous. (a) Upon the request of Agent, Borrower, at its sole cost and expense, shall execute and deliver to Agent such further instruments and shall do and cause to be done such further acts with respect to the Security Agreement, this Amendment and any other document executed in connection herewith as Agent may deem necessary or desirable in Agent's sole discretion to carry out more effectively the provisions and purposes of this Amendment and the Security Agreement. (b) This Amendment and the Security Agreement contain the entire agreement among Agent and Borrower regarding the subject matter hereof and completely and fully supersede all other prior agreements, both written and oral, among Agent and Borrower relating to the subject matter hereof. Neither Agent nor Borrower shall hereafter have any rights under such prior agreements but shall look solely to this Amendment and the Security Agreement for the definition and determination of all of their respective rights, liabilities and responsibilities relating to the subject matter hereof. The headings in this Amendment are for convenience only and shall not limit or otherwise affect any of the terms hereof. (c) No modification or waiver of any of the provisions of this Amendment, nor any consent to any departure by Borrower therefrom, shall be effective until and unless it is in writing and signed by Agent, and any such waiver shall be effective only in the specific instance and for the specific purpose for which it is given. This Amendment may be executed in any number of counterparts, all of which when taken together shall constitute but a single instrument. (d) All of the terms and conditions of this Amendment shall survive the execution and delivery of this Amendment and the performance and repayment of the Obligations. (e) In the event that any provision of this Amendment is for any reason held to be invalid, illegal or unenforceable, in whole or in part or in any respect, then such provision only shall be deemed null and void and shall not affect any other provision hereof, and the remaining provisions shall remain operative and in full force and effect. (f) This Amendment shall be binding upon Borrower and its successors and assigns and shall inure to the benefit of Agent and Lenders and their respective successors and assigns. Time is of the essence with regard to this Amendment. (SIGNATURES ON NEXT PAGE) 2581729 3 (Rs-244 AMENDMENT) SDNY_GM_02755457 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242379 EFTA01327495 SDNY_GM_02755458 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242380 EFTA01327496 IN WITNESS WHEREOF, the parties hereto have caused thisAmendment to be duly executed by their respective officers thereunder duly authorized, all as of the date first set forth above. FLIGHT OPTIONS, LLC By: 14y Name: Michael J. SiIves Title: Chief Executive fficer THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By: Name: Title: 2581729 (RK•244 AMENDMENT) SDNY_GM_02755459 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242381 EFTA01327497 SDNY_GM_02755460 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242382 EFTA01327498 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective officers thereunder duty authorized, all as of the date first set forth above. FLIGHT OPTIONS, LLC By: Name: Title: THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, as Collateral Agent By-. ASV . % ." 6 — Name: Roderick L. Roberts Title: Vice President 2581729 (RX-244 AMENDMENT) SDNY_GM_02755461 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242383 EFTA01327499 SDNY_GM_02755462 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 002423R4 EFTA01327500 EXHIBIT A TO AMENDMENT DESCRIPTION OF SECURITY AGREEMENT Aircraft Security Agreement (S/N RK-244) dated as of November 16, 2011, by Flight Options. LLC in favor of The Prudential Insurance Company of America, as collateral agent, which was recorded with the Federal Aviation Administration (the tM") on December 14, 2011, under conveyance number KT006654. DESCRIPTION OF AIRCRAFT One (1) Raytheon Aircraft Company model 400A (described on the International Registry Manufacturers List as RAYTHEON AIRCRAFT COMPANY model 400A) aircraft that consists of the following components: (a) Airframe bearing U.S. Registration No. N493LX and manufacturers serial number RK-244. (b) Two (2) Pratt & Whitney Canada model JT15D-5 (described on the International Registry Manufacturers List as PRATT & WHITNEY CANADA model JT15D SERIES) aircraft engines bearing manufacturers serial numbers PCE-JA0256 and PCE-JA0257 (described on the International Registry Manufacturer's List as JA0256 and JA0257) (each of which has 550 or more rated takeoff horsepower or the equivalent of such horsepower). (c) Standard avionics and equipment, all other accessories, additions, modifications and attachments to. and all replacements and substitutions for, any of the foregoing. 2581729 5 (RK-244 AMENDMENT) SDNY_GM_02755463 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242385 EFTA01327501 SDNY_GAL02755464 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242386 EFTA01327502 EXHIBIT B TO AMENDMENT [INTENTIONALLY OMITTED FOR FAA FILING PURPOSES] 2581729 6 (RK-244 AMENDMENT) SDNY_GM_02755465 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242387 EFTA01327503 SDNY_GM_02755486 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242388 EFTA01327504 EXHIBIT C TO AMENDMENT (INTENTIONALLY OMITTED FOR FAA FILING PURPOSES) 2581729 7 (RK•244 AMENDMENT) SDNY_GM_02755467 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242389 EFTA01327505 SDNY_GM_02755468 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242390 EFTA01327506 EXHIBIT D TO AMENDMENT [INTENTIONALLY OMITTED FOR FAA FILING PURPOSES] 2581729 8 (RK-244 AMENDMENT) SDNY_GM_02755469 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0024239 1 EFTA01327507 VilONV1)10 All0 VWOHVIlO ST £ Wd TT Nur (1.02 aB 0011VVISI038 Lit%01011 WA HIM 03113 -- SDNY bit o275:547-6 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242392 EFTA01327508 DOCUMENT LEVEL ANNOTATIONS ORIG AMEND S/A REVD TO IATS DOC ID 0756. 1/11/2013 SDNY_GM_02755471 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242393 EFTA01327509 SDNY_GM_02755472 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242394 EFTA01327510 ECORDED CONVEYANCE FILED IN: U.S. DEPARTMENT OF TRANSPORTATION NNUM: 493LX FEDERAL AVIATION ADMINISTRATION SERIAL NUM: RK-244 MFR: RAYTHEDN AIRCRAFT COMPANY CROSS-REFERENCE-RECORDATION IODEL: 400A AIR CARRIER: This form is to be used in cases %here a convelaince cones several aircraft and engines, propellers, or locations. File original of this form pith the recorded conveyance and a copy in each aircraft folder involved. TYPE OF CONVEYANCE DATE EXECUTED AIRCRAFT SECURITY AGREEMENT (SIN RK-244) 11/1(411 FROM DOCUMENT NO. FLIGHT OPTIONS LLC KT006654 TOOR ASSIGNED TO DATE RECORDED THE PRUDENTIAL INSURANCE COMPANY OF AMERICA DEC 14, 2011 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: Total Aircraft: I Total Engines: 2 Total Props: Total Sparc Paris: N493LX P&W C JTI 5D-5 PCE-JA0256 P&W C JTI5D-5 PCE-3A0257 •'1DERA WS-7.50-23R (08.09) SDNY_GM_02755413 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242395 EFTA01327511 SDNY GM 02755474 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242396 EFTA01327512 x CERTIFIED COPY -CORDED BY FAA TO BE RC O O AIRCRAFT SECURITY AGREEMENT (S/N RK-244) 0 0 0 < 0 THIS AIRCRAFT SECURITY AGREEMENT (S/N RK-2,44) (together with all Addenda, Riders and Annexes hereto, this "Agreement") is dated as of November, 2011 (the "Closino Date") by FLIGHT n' OPTIONS, LLC, a Delaware limited liability company ("Borrower), in favor of THE PRUDENTIAL o INSURANCE COMPANY OF AMERICA. as collateral agent ("Agent") for the Lenders (as defined below) z o with a notice address of: c/o Prudential Capital Group — Commercial Asset Finance, 3350 Riverwood g Parkway, Suite #1500, Atlanta, GA 30339, Attention Managing Director. a a a 0 RECITALS a 9 A. The Prudential Insurance Company of America ("PICK) and/or Ferry Street I LLC ("Ferry' r3 and together with PICA, "Lenders") are parties to certain loan and aircraft security agreements, o promissory notes (the 'Notes') and other loan documents securing, evidencing or relating to loans financing the Financed Aircraft (the 'Existing Documents"). ni ci3 B. The Borrower has requested that Lenders amend certain of the Existing Documents, and > Lenders are willing to do so provided that the Borrower secure the Obligations by granting Agent a Lien g on the Additional Aircraft and related collateral. m > NOW, THEREFORE, in consideration of the mutual agreements contained herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Borrower agrees as follows: Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to them in Annex A attached hereto and made a part hereof. SECTION 1. Representations and Warranties. In order to induce Lenders to amend the Existing Documents, Borrower represents and warrants to Agent and Lenders, and agrees with Agent and Lenders, that: (a) Borrower (i) is duly qualified to do business in each jurisdiction in which the conduct of its business or the ownership or operation of its assets requires such qualification, including the jurisdiction of the primary hangar location of the Aircraft, other than any such jurisdiction as to which the failure to be so qualified could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; (ii) has the necessary limited liability company authority and power to own and operate the Aircraft and its other material assets and to transact the business in which it is engaged; (iii) is a "citizen of the United States" within the meaning of the Transportation Code; and (iv) has full limited liability company power, authority and legal right to execute and deliver this Agreement, to perform its obligations hereunder and thereunder and to grant the security interest, security assignment and Lien created by this Agreement; (b) (i) Borrowers name as shown in the preamble of this Agreement is its exact legal name as shown on its certificate of formation or limited liability company agreement, each as amended and in effect as of the Closing Date; (iii) Borrower has the form of business organization set forth in Annex B attached hereto and made a part hereof and is and will remain duly organized, validly existing and in good standing under the laws of the state of its organization set forth in Annex B hereto; (iii) Borrowers federal taxpayer identification number, state-issued organizational identification number (if any) and chief executive office and principal place of business address are aN as set forth on Annex B hereto; and (iv) Borrower is "situated" in a country that has ratified or acceded to the Cape Town Convention within the meaning of Article 4 of the Convention; (c) this Agreement (i) has been duly authorized by all necessary action on the part of Borrower consistent with its form of organization and does not require the approval of or notice to any other Person I hereby certifythat I have compared Ns *O the $15.08 11/18/2011 2394787 original and it is a true and correct copy leered ^ K-244 SECURITY AGREEMENT) SDNY_GM_02755475 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242397 EFTA01327513 VIN084.1)10 A110 vil(niviun 2 bid 9i RCN 110? NouvinsiD3S Ind HUM 031I-1 SDNY_GM_02755476 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242398 EFTA01327514 (including any trustees or holders of indebtedness) or any governmental authority; (ii) does not contravene or constitute a default under any Applicable Law, its certificate of formation or limited liability company agreement or any agreement, indenture or other instrument to which Borrower is a party or by which it may be bound; (iii) does not require approval of, or notice to, any governmental body, authority, or agency in connection with either the execution, delivery or performance by Borrower of this Agreement and the other Loan Documents, or the validity or enforceability of this Agreement and the other Loan Documents to which it is a party, except for the recordation of this Agreement and the making of certain other filings with the FAA, the filing of UCC financing statements in the appropriate recording offices by Agent or its counsel, and the making of all necessary registrations with the International Registry, including to register Agent's security interest, security assignment and Lien in the Collateral, all of which shall have been duly effected as of the Closing Date or promptly thereafter; and (iv) will not result in the creation or imposition of any Lien on any of the assets of Borrower other than Agent's security interest, security assignment and Lien created hereby with respect to the Collateral; (d) this Agreement has been duly authorized, executed and delivered by Borrower and constitutes the legal, valid and binding obligation of Borrower, enforceable in accordance with its terms (including, without limitation, the grant of security interest in this Agreement), except to the extent that the enforcement of remedies may be limited under applicable bankruptcy, insolvency, fraudulent conveyance and transfer or moratorium laws and the equitable discretion of any court of competent jurisdiction; (e) there are no proceedings pending or, so far as the officers, managers, or members of Borrower know, threatened in writing against or affecting Borrower or any of its property before any court, administrative officer or administrative agency that could impair Borrower's title to the Aircraft, or that, if decided adversely, could reasonably be expected to have a Material Adverse Effect (collectively, a "Proceeding') and to the knowledge of Borrower, Borrower has no pending claims and has no knowledge of any facts upon which a future claim may be based, against any prior owner, the manufacturer or supplier of the Aircraft, or of any Engine or Part for breach of warranty or otherwise; (f) (i) Borrower has good and valid title to the Aircraft subject to no Liens other than Agent's security interest, security assignment and Lien created hereby; (ii) Agent has a legal, valid and continuing perfected, first priority security interest, security assignment and Lien in the Collateral; and (iii) all filings, recordings, registrations or other actions necessary or desirable in order to establish, perfect and give first priority to Agent's security interest, security assignment and Lien in the Collateral (including, without limitation, the filing of this Agreement and a FAA Entry Point Filing Form International Registry (AC Form 8050-135)) with the FAA and any registrations with the International Registry pursuant to the Cape Town Convention) have been duly effected, and all Impositions in connection therewith have been duly paid to the extent required to be paid on the Closing Date; (g) there are no Registerable Interests registered with the International Registry with respect to any of the Collateral; (h) Borrower has the power to grant the security interest, security assignment and Lien created hereby in the Collateral, each within the meaning of Article 7(b) of the Convention; (i) (i) the Aircraft has been delivered to Borrower, is in Borrower's possession and is, as of the Closing Date, unconditionally, irrevocably and fully accepted by Borrower, (ii) the Aircraft has been inspected by Borrower to its complete satisfaction and, without limiting the foregoing, the Aircraft (A) has been found to be airworthy and otherwise in good working order, repair and condition (normal wear and tear excepted) and fully equipped to operate as required under Applicable Standards for its purpose, and (B) is in conformity with the requirements of the Applicable Standards; (iii) all of the avionics set forth on Schedule A to Annex C attached hereto and made a part hereof are on board the Aircraft and are in proper working condition, and (iv) the Aircraft is primarily hangared at the location set forth on Annex B hereto; (j) each of the Engines has at least 1,750 pounds of thrust or its equivalent; 2394767 2 (RK-244 SECURITY AGREEMENT) SDNY_GM_02755477 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242399 EFTA01327515 SDNY_GM_02755478 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 002424((1 EFTA01327516 (k) the Airframe is type certified by the FM to transport at least eight people (including crew) or goods in excess of 2,750 kilograms; and (I) the information contained in Annex C hereto (including the registration number of the Airframe, the serial numbers of the Airframe and the Engines, and manufacturer and model numbers of the Airframe and Engines) is true and accurate in all respects. SECTION 2. Covenants. Borrower covenants and agrees that from and after the Closing Date and so long as any of the Obligations are outstanding: 2.1 Notices and Further Assurances. Borrower will, at its sole expense: (a) promptly give written notice to Agent of (i) the occurrence of any Default or Event of Default; (ii) the occurrence of any Event of Loss; (iii) the commencement or threat of any Proceeding; (iv) any dispute between Borrower and any governmental regulatory body or other Person that involves the Aircraft or that might materially interfere with the normal business operations of Borrower, (v) any Material Damage concurrently with its report of same to the applicable governmental authority, and if no such report is required, within ten (10) days of the occurrence of such Material Damage, together with any damage reports provided to the FM or any other governmental authority, the insurers or supplier of the Aircraft, and any documents pertaining to the repair of such damage. including copies of work orders, and all invoices for related charges; (vi) any Lien that attaches to the Aircraft and the full particulars of the Lien, within ten (10) days after Borrower becomes aware of such Lien; (vii) any change of the primary hangar location from that set forth in Annex B hereto, at least ten (10) days prior to any such change; (viii) any accident involving the Aircraft causing bodily injury or property damage to third parties, within five (5) days of such accident; (ix) the renewal or replacement of the insurance coverage required by this Agreement. at least ten (10) days prior to the policy expiration date for such insurance; and (x) any material change in the appearance or coloring of the Aircraft; and (b) promptly execute and deliver to Agent such further instruments, UCC and FM filings and other documents, make, cause to be made and/or consent to all registrations with the International Registry and take such further action, as Agent may from time to time reasonably request in order to further carry out the intent and purpose of this Agreement and the other Loan Documents and to establish and protect the rights, interests and remedies created, or intended to be created, in favor of Agent hereby and thereby. Borrower hereby irrevocably authorizes Agent and any employee, officer or agent thereof, in such jurisdictions where such action is authorized by law, to effect any such recordation or filing without the signature of Borrower thereto. Borrower hereby further agrees that (i) it shall not change its presently existing legal name or its form or state of organization on or at any time after the date of this Agreement without Agents prior written consent, (ii) if its presently existing state organizational identification number changes on or at any time after the date of this Agreement, Borrower shall immediately notify Agent thereof, and (iii) it shag not change its presently existing mailing, chief executive office and/or principal place of business address on or at any time after the date of this Agreement without giving Agent fifteen (15) days' prior written notice of the same. Borrower will pay, or reimburse Agent for, any and all fees, taxes, insurance premiums, costs and expenses of whatever kind or nature incurred in connection with the creation, preservation and protection of the Collateral and the perfection and first priority of Agents security interest, security assignment and Lien therein. 2.2 General Obligations. Borrower shall: (a) duly observe and conform to all requirements of Applicable Law relating to the conduct of its business and to its properties or assets, except where the failure to conform could not reasonably be expected to have a Material Adverse Effect; (b) duly observe and conform in all material respects to all requirements of Applicable Law relating to the Aircraft; (c) obtain and keep in full force and effect all rights, franchises, licenses and permits that are necessary to the proper conduct of its business in all material respects; (d) obtain and keep in full force and effect all rights, franchises, licenses and permits relating to the Aircraft; (e) remain a "citizen of the United States' within the meaning of the Transportation Code; (f) obtain or cause to be obtained as promptly as possible any govemmental, administrative or agency approval and make any filing or registration therewith (including, without limitation, with the FAA and the International Registry) required with respect to the 239476? 3 IRK-244 SECURrTY AGREEMENT) SDNY_GM_02755479 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0024240I EFTA01327517 SDNY_GM_02755480 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242402 EFTA01327518 performance of its obligations under this Agreement and the other Loan Documents to which it is a party or necessary for the conduct and operation of the Aircraft and its business; (g) cause the Aircraft to remain duly registered, in its name, under the Transportation Code; (h) pay and perform all of its obligations and liabilities when due; and (i) not discharge or allow to be discharged any international interest or other Registerable Interest created in favor of Agent. 2.3 Taxefl. Borrower will Se with all appropriate taxing authorities all Federal, state and local income tax returns that are required to be filed and all registrations, declarations, returns and other documentation with respect to any personal property taxes (or any other taxes in the nature of or imposed in lieu of property taxes) due or to become due with respect to the Aircraft. Borrower will (i) pay on or before the date when due all taxes as shown on said returns (other than any of the foregoing being contested in good faith by appropriate and diligent legal proceedings and for which appropriate reserves are maintained in accordance with GAAP) and all taxes assessed, billed or otherwise payable with respect to the Aircraft directly to the appropriate taxing authorities; (li) pay when due all license andfor registration or filing fees, assessments, governmental charges and sales, use, property, excise, privilege, value added and other taxes (including any related interest or penalties) or other charges or fees now or hereafter imposed by any governmental body or agency upon Borrower or the Aircraft with respect to the landing, airport use, manufacturing, ordering, shipment, purchase, ownership, delivery, installation, leasing, chartering, operation, possession, use or disposition of the Aircraft or any interest therein; and (iii) pay when due all stamp, documentary, registration or other like duties or taxes now or hereafter imposed by any governmental authority on or in connection with this Agreement or the other Loan Documents (the items referred to in (i), (ii) and (iii) above being referred to herein collectively, as "Impositions"). 2.4 NO Disposition of Collateral or Liens: Title and Security Interest: Sale of Aircraft. Borrower shall not sell, assign, enter into any Third Party Agreement, convey, mortgage, exchange or otherwise encumber, transfer or relinquish possession of or dispose of the Airframe, Engines (including all associated rights associated with or secured thereby and the related international interests), proceeds, any part thereof or any of the other Collateral or attempt or offer to do, or suffer or permit any of the foregoing until the Obligations shall have been indefeasibly paid in full. The foregoing shall not be deemed to prohibit the delivery of possession of the Aircraft, any Engine or Part to another Person for testing, service, repair, maintenance, overhaul or, to the extent permitted hereby, for alteration or modification. Borrower will not create, assume or suffer to exist any Liens on or with respect to the Aircraft, any Engine, APU, Part or any of the other Collateral, or Borrower's interest therein other than Permitted Liens. Borrower will promptly take such action as directed by Agent to duly discharge any such Lien. Borrower will warrant and defend its good and marketable title to the Aircraft, free and clear of Liens other than Permitted Liens, and the perfection and first priority of Agent's security interest, security assignment and Lien in the Collateral, against all claims and demands whatsoever. Notwithstanding anything contained herein to the contrary, so long as no Event of Default or Default then exists: (i) upon thirty (30) days' prior written notice to Agent, Borrower may sell the Aircraft provided that (x) on the sale date Agent receives in immediately available funds the Minimum Payment set forth on Annex G hereto corresponding to the month in which such sale occurs, together with any principal installment then due and payable under the Obligations and all interest accrued on the Obligations through the date of payment to Agent (collectively, the "Sale Pavmenr) first, to be applied to the payment in whole or in part of the Obligations in such order and manner as Agent may elect. and second, any excess remaining after such application, to be disbursed to Borrower; and (y) if the unpaid principal balance of any of the Notes is reduced by such Minimum Payment, the principal installments set forth in Exhibit A to such Note shall be deemed amended from and after the payment date immediately following the sale date to reflect the amortization of the then unpaid principal balance of such Note over the remaining payment dates as determined by Agent in its sole discretion; and (ii) Borrower may charter the Aircraft to any customer of Borrower from time to time, in each case, subject, however, to the satisfaction of the following conditions: (A) Borrower shall hold a current and valid Air Carrier Certificate and Air Taxi Certificate (Part 298 Certificate) issued by the FM; (B) Borrower shall 2394767 4 (RK-244 SECURITY AGREEMENT) SDNY_GM_02755481 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242403 EFTA01327519 SDNY_GM_02755482 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242404 EFTA01327520 be and remain in compliance with any and all Applicable Laws with respect to any such charter or any use and operation of the Aircraft under any charter agreement; (C) Borrower maintains appropriate insurance with regard to the operation of the Aircraft under Part 135 of the FARs (which insurance shall be in form and substance satisfactory in all respects to Agent in the exercise of its reasonable credit judgment); and (D) no charter exceeds thirty (30) days in duration; and (iii) Borrower may make the Aircraft temporarily available to a fractional share owner participating in Borrowers fractional share program pursuant to a master interchange agreement between Borrower and such fractional share owner (the "Interchange Agreement"), in each case, subject, however, to the following conditions: (A) Borrower shall hold a current and valid Air Carrier Certificate and Air Taxi Certificate (Part 298 Certificate) issued by the FM and shall at all times be in full compliance with any and all applicable FARs and any other Applicable Laws with respect to the use and operation of the Aircraft under the Interchange Agreement and in Borrowers fractional share program; (B) the Interchange Agreement entered into with such fractional share owner shall (1) not contain provisions that are inconsistent with the provisions of any of the Loan Documents or cause Borrower to breach any of its representations, warranties or agreements under any of the Loan Documents, (2) not convey any Lien on or any property right, title or other interest in the Airframe, the Engines or any of the other Collateral, other than the right to have the Aircraft made available to such fractional share owner pursuant to such Interchange Agreement, (3) be and remain subject and subordinate to Agents Lien in and with respect to the Collateral and Agent's rights and remedies under the Loan Documents, and (4) not permit any further disposition of or Lien on the Airframe, the Engines or any of the other Collateral; and (C) such other terms and conditions as Agent deems reasonably necessary and appropriate; and (iv) upon thirty (30) days' prior written notice to Agent, Borrower may lease the Aircraft, subject. however, to the satisfaction of the following conditions (which conditions shall be satisfied prior to, and at all times during, any leasing of the Aircraft pursuant to the terms of this paragraph): (A) the lessee is and remains a solvent, domestic company; (B) any such lease shall be in full and complete compliance with Part 91 of the FARs or any other Applicable Standards with respect to any such lease or to the use and operation of the Aircraft under such lease; (C) a copy of any proposed lease is delivered to Agent and is in form and substance satisfactory in all respects to Agent; (D) Borrower and lessee duly execute and deliver to Agent, the Consent to Lease (the terms of which are hereby incorporated by their reference); (E) any such lease (1) constitutes a "true" lease under the UCC and other applicable commercial law and for the purposes of the Cape Town Convention, and not a grant of a "security interest" as such term is used in Section 1-201 (37) of the UCC. (2) expressly, and at all times remains, subject and subordinate to this Agreement and the rights of Agent hereunder and in and to the Aircraft. including, without limitation, any rights of Agent to repossess the Aircraft and to terminate such lease pursuant to Section 5 hereof, (3) does not permit any further leasing or other disposition, (4) does not permit any de-registration of the Aircraft from the FAA registry or registration of the Aircraft in the registry of the aviation authority or other governmental authority of any other nation, (5) does not contain provisions that are inconsistent with the provisions of this Agreement or cause Borrower to breach any of its representations, warranties or agreements under or in connection with this Agreement, (6) automatically terminates upon the occurrence of any Event of Default under this Agreement, and (7) otherwise conforms to the Consent to Lease; (F) Borrower does not convey any interest (except for any leasehold interest expressly permitted in this paragraph) in, or Lien on, the Aircraft; and (G) Borrower (1) shall not file or record, or permit or consent to the filing or recordation of, any such lease with the FM, except for truth in leasing purposes under 14 CFR Section 91.23, and (2) shall not register, or consent to the registration of. any international interests or prospective international interests in connection with any such lease and/or the Aircraft with the International Registry or under the Cape Town Convention. In no event shall the foregoing permitted chartering, leasing or other undertaking contemplated in this Section 2.4 reduce any of the obligations of Borrower or the rights of Agent or either Lender under this Agreement, and all of the obligations of Borrower shall be and remain primary and shall continue in full force and effect as the obligations of a principal and not of a guarantor or surety. 2.5 Use of Aircraft. Maintenance Excess Use. Modifications. Loaner Engines' Identification' Secunty. 2394767 5 (RK-244 SECURITY AGREEMENT) SDNY_GM_02755483 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242405 EFTA01327521 SDNY_GM_02755484 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242406 EFTA01327522 (a) Borrower will operate the Aircraft under and in compliance with Part 135 of the FARs, subject to the terms hereof. The Aircraft at all times will be operated by duly qualified pilots having satisfied all requirements established and specified by the FAA, the Transportation Security Administration, any other applicable governmental authority and the insurance policies required under this Agreement. (b) Borrower will operate the Aircraft in a careful and proper manner in compliance with all Applicable Standards, including, without limitation, its operation, maintenance and security. The Aircraft shall not be operated, used or located outside the continental United States, except that it may be flown temporarily to any country in the world for any purpose expressly permitted under this Agreement. Notwithstanding the foregoing, the Aircraft shall not be flown, operated, used or located in, to or over any such country or area (temporarily or otherwise), (i) that is excluded from the insurance required hereunder (or specifically not covered by such insurance), (ii) with which the United States does not maintain favorable diplomatic relations, (iii) in any area of recognized or threatened hostilities, (iv) to the extent that payment of any claim under the insurance required hereunder directly or indirectly arising or resulting from or connected with any such flight, operation, use or location would be prohibited under any trade or other economic sanction or embargo by the United States of America, or (v) in violation of this Agreement or any Applicable Standards, including any U.S. law or United Nations Security Council Directive. (c) Borrower will, at its own expense, (i) maintain, inspect, service, repair, overhaul and test the Airframe, each Engine, any APU and each Part in accordance with Applicable Standards; (ii) make any alteration or modification to the Aircraft that may at any time be required to comply with Applicable Standards, to cause the Aircraft to remain airworthy or to maintain the Aircraft's airworthiness certification; (iii) furnish all parts, replacements, mechanisms, devices and servicing required therefor so that the condition and operating efficiency of the applicable Airframe, Engine, APU or Part will at all times be no less than its condition and operating efficiency as and when delivered to Borrower, ordinary wear and tear from proper use alone excepted; (iv) promptly replace all Parts that become worn out, lost, stolen, taken, destroyed, damaged beyond repair or permanently rendered or declared unfit for use for any reason whatsoever; (v) maintain (in English) all Records in accordance with Applicable Standards; and (vi) enroll and maintain the Airframe in a Computerized Maintenance Monitoring Program and the Engines in the Engine Maintenance Program. All repairs, parts, replacements, mechanisms and devices so furnished shall immediately, without further act, become part of the Aircraft and subject to the security interest created by this Agreement. All maintenance procedures shall be performed by properly trained, licensed, and certified maintenance sources and maintenance personnel utilizing replacement parts approved by the FAA and the manufacturer of the applicable Airframe, Engine, APU or Part. Without limiting the foregoing, Borrower shall comply with all mandatory service bulletins and airworthiness directives by causing compliance to such bulletins and/or directives to be completed through corrective modification in lieu of operating manual restrictions. Borrower shall not discriminate in its maintenance of the Aircraft between the Aircraft and any other aircraft that Borrower may lease, own, operate or maintain. (d) On or before the tenth (10th) day after each annual anniversary of the Closing Date, Borrower shall provide to Agent a report specifying the number of flight hours on the Airframe at the start of said year of operation and the number of flight hours on the Airframe at the end of said year of operation, in each case as determined by the Aircraft's Hobbs meter. If the number of flight hours on the Airframe in any year of operation (based on a 12-month period commencing on the Closing Date and each 12-month period thereafter) is in excess of the flight hours limitation set forth on Annex B hereto, then Borrower shall pay Agent an amount equal to the per hour charge set forth on Annex B hereto for each flight hour during such 12-month period in excess of such flight hours limitation. Agent shall apply such payment as a partial prepayment of the Obligations without any prepayment penalty. Such payment shall be made to Agent on or before the thirtieth (30th) day after each annual anniversary of the Closing Date. (e) Borrower will not make or authorize any improvement, change, addition or alteration to the Aircraft that will impair the originally intended function or use of the Aircraft, diminish the value of the Aircraft as it existed immediately prior thereto, or violate any Applicable Standard; and any Part, 2394767 6 IRK-244 SECURITY AGREEMENT) SDNY_GM_02755485 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242407 EFTA01327523 SDNY_GM_02755486 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242408 EFTA01327524 mechanism, device or replacement added to the Aircraft in connection therewith shall immediately, without further act, become part of the Aircraft and subject to the security interest, security assignment and Lien created by this Agreement. (f) Borrower shall prominently display on the Aircraft the FAA Registration number specified in Annex C hereto. If requested by Agent in writing, Borrower shall, at its expense, attach to the Aircraft a notice satisfactory to Agent disclosing Agent's security interest in the Aircraft. (g) In the event any Engine is damaged and is being repaired, or is being inspected or overhauled, Borrower, at its option, may temporarily substitute another engine of the same make and model as the Engine being repaired or overhauled (any such substitute engine being hereinafter referred to as a 'Loaner Engine") during the period of such repair or overhaul; provided no Event of Default or Default then exists and (i) installation of the Loaner Engine is performed by a maintenance facility certified by the FM and manufacturer with respect to an aircraft of this type, (ii) the Loaner Engine is removed, and the repaired or overhauled original Engine is reinstalled on the Airframe promptly upon completion of the repair or overhaul but in no event later than the earlier of ninety (90) days after removal or the occurrence of an Event of Default, and (iii) the Loaner Engine is free and clear of any Lien that might impair Agent's rights or interests in the Aircraft and is maintained in accordance herewith. (h) Borrower shall implement all security measures and systems required by any govemmental authority, or by any insurance policies or that are necessary or appropriate for the proper protection of the Aircraft (whether on the ground or in flight) against theft, vandalism, hijacking, destruction, bombing, terrorism or similar acts. Upon Agent's request (but without Agent having any obligation with respect to Borrower's compliance with the provisions of this Section 2.5(h)), Borrower shall provide Agent with evidence of Borrower's compliance with its obligations under this Section 2.5(h). 2.6 Insurance. (a) Borrower agrees to maintain at all times, at its sole cost and expense, with insurers of recognized reputation and responsibility satisfactory to Agent (but in no event having an AM. Best or comparable agency rating of less than 'Al: (i) (A) comprehensive aircraft and general liability insurance against bodily injury or property damage claims including, without limitation, contractual liability, premises damage, public liability, death and property damage liability, public and passenger legal liability coverage, and sudden accident pollution coverage, in an amount not less than 5150,000,000.00 for each single occurrence, and (B) personal injury liability in an amount not less than $25,000,000.00; (ii) "all-risk' ground, taxiing, and flight hull insurance on an agreed-value basis, covering the Aircraft, provided that such insurance shall at all times be in an amount not less than the full replacement value of the Aircraft (as determined by Agent in its reasonable judgment) (such amount re- determined as of each anniversary of the Closing Date for the next succeeding year throughout the term of this Agreement); and (iii) war risk and allied perils (including confiscation, appropriation, expropriation. terrorism and hijacking insurance) in the amount of $50,000,000 for liability insurance and in the amount required in paragraph (b) above for hull insurance. (b) Any policies of insurance carried in accordance with this Section 2.6 and any policies taken out in substitution or replacement of any such policies shall (i) be endorsed to name Agent and Lenders as additional insureds as their interests may appear (but without responsibility for premiums), (ii) provide, with respect to insurance carried in accordance with Section 2.6(a)(ii) or (a)(iii) above, that any amount payable thereunder shall be paid directly to Agent as sole loss payee and not to Agent and Borrower jointly. (iii) provide for thirty (30) days' (seven (7) days' in the case of war, hijacking and allied perils) prior written notice by such insurer of cancellation, (iv) include a severability of interest clause providing that such policy shall operate in the same manner as if there were a separate policy covering 2394787 7 IRK-244 SECURITY AGREEMENT) SONY_GM_02755487 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242409 EFTA01327525 SDNY_GM_02755488 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242410 EFTA01327526 each insured, (v) waive any right of set-off against Agent and/or Lenders, and any rights of subrogation against Agent and/or Lenders, (vi) provide that in respect of the interests of Agent and Lenders in such policies, that the insurance shall not be invalidated by any action or inaction of Borrower or any other Person operating or in possession of the Aircraft, regardless of any breach or violation of any warranties, declarations or conditions contained in such policies by or binding upon Borrower or any other Person operating or in possession of the Aircraft, and (vii) be primary, not subject to any co-insurance clause and shall be without right of contribution from any other insurance. Notwithstanding clause (ii) of the preceding sentence, so long as no Default or Event of Default then exists and no Event of Loss with respect to the Aircraft has occurred, any amount payable to Agent pursuant to clause (ii) above shall be paid if (A) $200,000.00, or more, in the aggregate, to Agent and Borrower, jointly, as their interests may appear, and released by Agent to Borrower or other appropriate Persons in payment of the costs actually incurred with respect to repairs made to the Aircraft so as to restore it to the operating condition required by this Agreement, or shall be disbursed by Agent as otherwise required by this Agreement, or (B) less than $200,000.00 in the aggregate, to Borrower (and such amounts shall be applied by Borrower to pay the costs of such repairs). Borrower shall consult with Agent prior to agreeing to any settlement or adjustment of any claim in respect of damage, repair or other loss to the Aircraft, including, without limitation, the Airframe, Engines and any Part, where the cost of replacement or fair market value of the damage, repair or other loss to the Aircraft, including, without limitation, the Airframe, Engines and any Part, is in excess of 8200,000.00. (c) All of the coverages required herein shall be in full force and effect worldwide throughout any geographical areas to, in or over which the Aircraft is operated. Borrower shall not self-insure (by deductible, premium adjustment or risk retention arrangement of any kind) the insurance required to be maintained hereunder. All insurance proceeds payable under the requisite policies shall be payable in U.S. Dollars. Borrower agrees that it shall obtain and maintain such other insurance coverages, or cause adjustments to be made to the scope, amount or other aspects of the existing insurance coverages, as promptly as practicable upon Agent's request, as and when Agent, in the exercise of its good faith credit discretion, deems such additional insurance coverages or modifications to be appropriate in light of any changes in Applicable Standards, the insurance market, Borrower's anticipated use of the Aircraft or other pertinent circumstances. (d) Annually on or before the anniversary of the policy expiration date, Borrower shall furnish to Agent evidence of insurance coverage in form and substance reasonably satisfactory to Agent evidencing that Borrower has obtained the insurance coverages required herein for a twelve (12) month or greater period commencing from and after such anniversary date, and, if Agent shall so request, a copy of the applicable policies. In the event Borrower shall fail to maintain insurance as herein provided. Agent and/or Lenders may, at their option, provide such insurance, and Borrower shall, upon demand, reimburse Agent and/or Lenders for the cost thereof, together with interest at the highest default rate of interest provided for in the Loan Documents from the date of payment through the date of reimbursement 2.7 Event of Los%. (a) Upon the occurrence of any Event of Loss with respect to the Airframe and/or the Aircraft, Borrower shall notify Agent of any such Event of Loss within five (5) Business Days of the date thereof. Borrower shall pay Agent, within forty-five (45) days after the occurrence of such Event of Loss, in immediately available funds the greater of (i) all insurance proceeds received by Borrower in connection with such Event of Loss, and (ii) the Minimum Payment set forth on Annex G hereto corresponding to the month in which such payment occurs, together with any principal installment then due and payable under the Obligations and all interest accrued on the Obligations through the date of payment to Agent, first, to be applied to the payment in whole or in part of the Obligations in such order and manner as Agent may elect, and second, any excess remaining after such application, to be disbursed to Borrower, and (y) if the unpaid principal balance of any of the Notes is reduced by such Minimum Payment, the principal installments set forth in Exhibit A to such Note shall be deemed amended from and after the payment date immediately following the sale date to reflect the amortization of the then unpaid principal balance of such Note over the remaining payment dates as determined by Agent in its sole discretion. Upon indefeasible payment in full of such amounts and so long as no Event of Default has occurred and is continuing, the 2394767 8 (RK•244 SECURITY AGREEMENT) SONY_GM_02755489 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242411 EFTA01327527 SDNY_GM_02755490 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002424 I 2 EFTA01327528 Aircraft shall be released from the security interest of this Agreement, and Agent shall discharge all registrations with the International Registry with respect to the Aircraft. (b) Upon an Event of Loss with respect to any Engine or APU under circumstances in which there has not occurred an Event of Loss with respect to the Airframe, Borrower shall, within thirty (30) days after the occurrence of such Event of Loss, replace such Engine or APU, as applicable, and grant to Agent a first priority security interest and security assignment in a similar or better engine or auxiliary power unit, as applicable. Such engine or auxiliary power unit, as applicable, shall be of the same make and model number as the Engine or APU suffering the Event of Loss and shall be free and clear of all Liens and shall have a value, utility and useful life at least equal to, and be in as good an operating condition as, the Engine or APU suffering the Event of Loss, assuming such Engine or APU was in the condition and repair required by the terms hereof immediately prior to the occurrence of such Event of Loss. Borrower, at its own cost and expense, shall furnish Agent with such documents to evidence such conveyance and make such filings as Agent shall request to subject such engine or auxiliary power unit, as applicable, to the lien of this Agreement. Each such replacement engine or auxiliary power unit, as applicable, shall, after such conveyance be deemed an "Engine" or `APU" (as defined herein), as applicable. and shall be deemed part of the same Aircraft as was the Engine or APU replaced thereby. (c) Agent shall be entitled to receive and retain all proceeds payable by any insurer with respect to an Event of Loss, by any manufacturer with respect to a Return to Manufacturer or by any governmental authority with respect to any Requisition of Use, as the case may be: provided however, that so long as no Default or Event of Default then exists and Borrower has complied with the provisions of this Section 2.7, then Agent shall remit such proceeds to Borrower. (d) If the Airframe, any Engine, APU or major Part has suffered any damage requiring the FM to be notified of such damage by use of an FM Form 337 or otherwise, then within ten (10) days of such notification to the FAA, Borrower shall notify Agent of such damage, and Agent and Borrower shall consult for the purpose of determining the diminished value of the Aircraft resulting from such damage history. The diminished value of the Aircraft shall be the amount by which the fair market sales value of the Aircraft without such damage history exceeds the fair market sales value of the Aircraft with such damage history. For purposes hereof, fair market sales value shall be determined on the following basis: (i) the value shall be the amount which would be obtained in an arm's length transaction between an informed and willing buyer (who is not a used aircraft dealer), and an informed and willing seller under no compulsion to sell; (ii) the costs of removal of the Aircraft from its then location shall not be a deduction from such value; and (iii) in determining any such value, it shall be assumed (whether or not the same be true) that the Aircraft has been maintained by Borrower and is in the condition in which it is required to be in accordance with this Agreement and that the total number of Airframe flight hours (including any component with hourly overhaul schedules) accumulated from the Closing Date to the date of such damage do not exceed the product of the flight hours limitation set forth in Annex B. hereto times the number of twelve month periods and any portion thereof from the Closing Date to such date. Within ten (10) days after Borrower and Agent agree upon the diminished value of the Aircraft, Borrower shall pay Agent the amount of such diminished value, which payment Agent shall apply as a partial prepayment of the Obligations without any prepayment penalty. If Borrower and Agent cannot agree on the diminished value of the Aircraft within ten (10) days after notification of such damage to the FM, then Agent shall appoint an independent appraiser (reasonably acceptable to Borrower) to determine such value. Borrower agrees to pay the costs and expenses of any such determination and appraisal. The independent appraiser shall be required to complete such determination as promptly as practicable, but in any event, not later than forty (40) days after the date on which it is appointed. A final determination by the independent appraiser regarding the extent of any diminished value of the Aircraft shall be binding on Borrower and Agent. Within ten (10) days after the independent appraiser's determination of the diminished value of the Aircraft, Borrower shall pay Agent the amount of such diminished value, which payment Lenders shall apply as a partial prepayment of the Obligations without any prepayment penalty. 2390767 9 (RK-244 SECURITY AGREEMENT) SDNYGM_02755491 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242413 EFTA01327529 SDNY_GM_02755492 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242414 EFTA01327530 SECTION 3. Security Interest Power of Attorney Inspection' Release of Lien. 3.1 Grant of Security Interest As collateral security for the prompt and complete payment and performance as and when due of all of the Obligations and in order to induce Lenders to amend the Existing Documents, Borrower hereby grants, pledges and assigns to Agent (for the benefit of Lenders) a first priority security interest, security assignment and Lien, in, against, under and with respect to all of Borrower's right, title and interest in, to and under all of the following collateral, whether now existing or hereafter acquired (collectively, the *Collateral*); (i) the Aircraft, including the Airframe, each of the Engines, the APU and the Records; (ii) the Parts; (iii) any and aN present and future Third Party Agreements; (iv) any and all other associated rights secured by or associated with the Airframe and/or the Engines, together with any related international interests; and (v) all proceeds of the foregoing. The foregoing shall not be deemed in any way whatsoever as an agreement by Agent or Lenders to permit or allow Borrower to enter into any Third Party Agreements, and Borrower shall only be allowed to enter into any of the foregoing in accordance with the terms of this Agreement. Notwithstanding anything to the contrary contained herein or otherwise, neither Agent nor either Lender assumes, by virtue of this Agreement or otherwise, any obligations, liabilities and/or duties of any kind whatsoever of Borrower (and/or of any other Person) under, or with respect to, the Collateral, and neither Agent nor either Lender shall be responsible in any way whatsoever for the performance of any obligations, liabilities and/or duties of any kind whatsoever by Borrower (and/or by any other Person) in connection with, relating to, or arising under, the Collateral. 3.2 Men! Appointed as Attorney-in-Fact. Borrower hereby irrevocably constitutes and appoints Agent and any employee, officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full power and authority in the place and stead of Borrower and in the name of Borrower or in its own name, from time to time in Agent's sole discretion, for the purpose of carrying out the terms of this Agreement, and Borrower hereby further irrevocably authorizes Agent and any employee, officer or agent thereof to take any and all appropriate action and to make, execute, deliver, file and/or record any and all instruments or documents (including, without limitation, any FM filings, UCC financing statements or UCC amendments or any control agreements) and to make, cause to be made and/or consent to all registrations with the International Registry that may be necessary or desirable to accomplish the purposes of this Agreement or any of the other Loan Documents. This appointment is coupled with an interest, is irrevocable and shall terminate only upon indefeasible payment and performance in full of all of the Obligations. Without limiting the generality of the foregoing, Borrower hereby further agrees that (i) Agent shall have authority, during the continuance of an Event of Default, to endorse Borrower's name on any checks, notes, drafts or any other payments or instruments relating to the Collateral and constituting Collateral that come into Agents or either Lenders possession or control and to settle, adjust, receive payment and make claim or proof of loss and (ii) Borrower shall not file or record any corrective or termination statements with respect to any UCC financing statements, amendments or assignments or control agreements filed or recorded by or for the benefit of Agent with respect to any of the Collateral and shall not discharge or allow to be discharged any international interest or other Registerable Interest created in favor of Agent hereunder or under the Loan Documents prior to the indefeasible payment in full of the Obligations and termination of this Agreement and the other Loan Documents. The powers conferred on Agent hereunder are solely to protect its interest in the Collateral and shall not impose any duty upon it to exercise any such powers. Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither it nor any of its officers, directors, employees or agents shall be responsible to Borrower for any act or failure to act. 3.3 Consent to Registration of International Interest. Borrower hereby (a) consents to the registration of any international interest or other Registerable Interest arising in connection with this Agreement, any of the other Loan Documents and any subordination, amendment, discharge or undertaking permitted by the Cape Town Convention with respect thereto, and (b) authorizes its professional user entity to consent to such registration (including all final consents thereto), upon request therefor by Agent. At closing, Borrower hereby agrees to further authorize its professional user entity to consent to any and all such registrations. 239,3767 10 (RK.244 SECURITY AGREEMENT) SDNY_GIvl_02755493 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242415 EFTA01327531 SDNY_GM_02755494 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002424 I 6 EFTA01327532 3.4 Inspection. Agent or its authorized representatives shall have the right, but not the duty, to inspect the Aircraft, any part thereof and/or the Records, at any reasonable time and from time to time, wherever located, upon reasonable prior written notice to Borrower; except that no advance notice shall be necessary prior to any inspection conducted, and such inspection may be conducted at any time, after the occurrence of an Event of Default. Upon request of Agent, Borrower shall promptly provide Agent with notice of the location of the Aircraft and with all Records. Borrower shall be responsible for the reasonable cost of any inspection conducted after the occurrence of an Event of Default and shall pay Agent such amount promptly upon demand. Notwithstanding anything to the contrary herein, if no Default or Event of Default shall then exist, Agent shall be permitted to conduct not more than two (2) such inspections during any fiscal year of Borrower. 3.5 Release of Lien. So long as no Default or Event of Default then exists or would result therefrom, Agent hereby agrees to release the Aircraft and other Collateral from the Lien of this Agreement upon the payment of the Sale Payment in connection with the sale of the Aircraft pursuant to Section 2.4 above. SECTION 4. Events of Default. The term "Event of Default" wherever used herein, shall mean: (a) Borrower shall fail to pay any Obligation within five (5) Business Days after the same shall become due and payable (whether at the stated maturity, by acceleration, upon demand or otherwise); or (b) Borrower shall default in the payment or performance of any indebtedness, liability or obligation to (i) Agent or either Lender or any Affiliate of either Lender, the amount of which, whether accelerated or otherwise, is in excess of $250,000.00, or (ii) any other Person, the amount of which, whether accelerated or otherwise, is in excess of $500,000.00. and in each case any applicable grace period with respect thereto has expired; or (c) Borrower shall fail to keep in full force and effect any of the insurance coverages required under this Agreement or shall operate the Aircraft at a time when, or at a place in which, such insurance shall not be in effect; or (d) Borrower shall fail to maintain, use or operate the Aircraft in compliance with this Agreement; or (e) Borrower shall (except as expressly permitted by the provisions of this Agreement) sell, assign, charter, lease, timeshare, pool, interchange, convey, mortgage, exchange or otherwise transfer or relinquish possession of or dispose of, or create, assume or suffer to exist any Liens (other than Permitted Liens) on or with respect to, the Aircraft, any part thereof or any of the other Collateral, or Borrower's interest therein, or attempt or offer to do any of the foregoing, or permit the same to occur; or (f) Borrower shall fail to perform or observe any agreement (other than those specifically referred to in this Section 4) required to be performed or observed by it under this Agreement or in any of the other Loan Documents, and such failure shall continue uncured for thirty (30) days after written notice thereof from Agent to Borrower (but such notice and cure period will not be applicable unless such breach is curable by practical means within such notice period); or (g) any representation or warranty made by Borrower in this Agreement or in any of the other Loan Documents or in any agreement, document or certificate delivered by Borrower in connection herewith or pursuant hereto shall prove to have been incorrect, misleading, or inaccurate in any material respect when such representation or warranty was made or given (or, if a continuing representation or warranty, at any time); or (h) Borrower shall (i) generally fail to pay its debts as they became due, admit its inability to pay its debts or obligations generally as they fall due, or shall file a voluntary petition in bankruptcy or a voluntary petition or an answer seeking reorganization in a proceeding under any bankruptcy • laws or other insolvency laws, or an answer admitting the material allegations of such a petition filed against Borrower in any such proceeding; or (ii) by voluntary petition, answer or consent, seek relief under the provisions of 2394767 11 (RK-244 SECURITY AGREEMENT) SDNY_GM_02755495 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242417 EFTA01327533 SDNY_GM_02755496 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002424 I 8 EFTA01327534 any other bankruptcy or other insolvency or similar law providing for the reorganization or liquidation of companies, or providing for an assignment for the benefit of creditors, or providing for an agreement. composition, extension or adjustment with its creditors; or (i) a petition against Borrower in a proceeding under applicable bankruptcy laws or other insolvency laws, as now or hereafter in effect, shall be filed and shall not be withdrawn or dismissed within sixty (60) days thereafter, or if, under the provisions of any law providing for reorganization or liquidation of companies that may apply to Borrower, any court of competent jurisdiction shalt assume jurisdiction, custody or control of Borrower or of any substantial part of its property and such jurisdiction, custody or control shall remain in force unrelinquished, unstayed or unterminated for a period of sixty (60) days after the filing date; or (j) any judgment, attachment or garnishment against Borrower with respect to aggregate claims in excess of 5500,000.00 (after giving effect to any insurance available therefore) shall remain unpaid, unstayed on appeal. undischarged, unbonded or undismissed for a period of thirty (30) days; or (k) the occurrence of any of the following events: (A) Borrower enters into any transaction of merger, consolidation or reorganization (unless Borrower is the surviving entity and, after giving effect to such event, is in compliance with the financial covenants set forth in the Loan Documents on a pro forma basis); (B) Borrower ceases to do business as a going concern, liquidates, or dissolves, or sells, transfers or otherwise disposes of all or substantially all of its assets or property; (C) Borrower becomes the subject of. or engages in. a leveraged buy-out that does not result in a change of ownership or control covered by clause (E) of this paragraph; (O) Borrower changes the form of organization of its business; or (E) there is any substantial change in the ownership or control of the membership interests of Borrower such that the holder(s) that own or control fifty percent (50%) or more of such membership interests as of the Closing Date no longer do so; or (I) this Agreement shall cease to be in full force and effect or shall cease to give Agent the rights and interests purported to be created hereunder, including, without limitation, the failure of the interests granted hereunder to constitute a registered international interest in the Collateral subject to the Cape Town Convention (other than as a result of any failure in filing or otherwise on the part of Agent or its agents); or (m) a Default or an Event of Default (as such terms are defined therein) shall occur under any of the other Loan Documents. SECTION 5. Remedies 5.1 Remedies. If an Event of Default occurs, in addition to all other rights and remedies granted to it in this Agreement and in the other Loan Documents, Agent may exercise all rights and remedies of a secured party under the UCC or of a creditor, including a security assignee, under the Cape Town Convention (including without limitation, the remedies contemplated by Article 13 of the Convention and/or Article IX of the Protocol) or under any other Applicable Law. Without limiting the generality of the foregoing. Borrower agrees that upon the occurrence of an Event of Default. Agent, without demand or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon Borrower or any other Person (all and each of which demands and/or notices are hereby expressly waived), in Agent's sole discretion, may exercise any one or more of the following remedies: (i) proceed at law or in equity, to enforce specifically Borrower's performance or to recover damages; (ii) terminate the right of any third party to use, possess or control the Aircraft; (iii) to the extent permitted by Applicable Law, enter the premises where the Aircraft is located and take immediate possession of and remove (or disable in place) the Aircraft (and/or any Engines. APU and/or Parts then unattached to the Aircraft) by self-help, summary proceedings or otherwise without liability if conducted in accordance with Applicable Law; (iv) use Borrower's premises for storage without liability, except for its own gross negligence or willful misconduct; (v) preserve the Airframe, Engines, APU and/or Parts, and their respective value (but without any obligation to do so). immobilize or keep idle the Airframe and/or any Engine, APU or Part, manage, sell, lease, assign or otherwise dispose of the Airframe and/or any 2394767 12 (RK.244 SECURITY AGREEMENT) SDNY_GM_02 755497 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002424 19 EFTA01327535 SDNY_GM_02755498 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242420 EFTA01327536 Engine, APU or Part or any of the other Collateral, whether or not in Agent's possession, in one or more parcels, at public or private sale or sales, with no less than ten (10) working days' prior notice to Borrower of any proposed sale or lease of the Airframe or any Engine, which Borrower acknowledges as constituting 'reasonable prior notice' for the purposes of the Cape Town Convention, at such prices as Agent may deem best; (vi) apply any deposit, other cash collateral, or collect and apply proceeds to reduce any amounts due to Agent and/or Lenders; (vii) terminate any Third Party Agreement, without regard as to the existence of any event of default thereunder and recover, or cause Borrower and any party to any Third Party Agreement and any Person taking by or through any of them to relinquish possession and return the Aircraft, including the Engines, APU and Parts, pursuant to this Section 5, and/or exercise any and all other remedies under any Third Party Agreements, or in Borrower's stead, to the extent provided for under, or otherwise available to Borrower in connection with any Third Party Agreement; (viii) collect, receive, appropriate and realize upon the Collateral, or any part thereof; (ix) demand and obtain from any court speedy relief pending final determination available at law (including, without limitation, possession, control, custody or immobilization of the Aircraft or preservation of the Aircraft or its fair market value); (x) procure the deregistration (whether by utilizing the IDERA or otherwise) and/or export and physical transfer of the Aircraft from the territory in which it is then situated; and (xi) exercise any and all other remedies allowed by Applicable Law, including, without limitation, the Cape Town Convention and the UCC. Agent or either Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in Borrower, which right or equity of redemption is hereby expressly released. Borrower further agrees, at Agent's request, to assemble the Collateral, make it available to Agent at such places as Agent shall reasonably select, whether at Borrower's premises or elsewhere. Agent shall deliver to each Lender its pro rata share of the net proceeds of any such realization (after deducting all reasonable costs and expenses of every kind incurred in connection therewith) (Wet Proceeds') based on such Lender's pro rata share of the Obligations then outstanding first, to be applied to the payment in whole or in part of the Obligations in such order and manner as Lenders may elect, and second, any excess remaining after such application, to be disbursed to Borrower. To the extent permitted by applicable law, Borrower waives all claims. damages and demands against Agent and each Lender arising out of the repossession, retention, sale or other disposition of the Collateral, except any claims or damages related to or arising out of the gross negligence or willful misconduct of Agent or such Lender and any claims to any excess Net Proceeds remaining after the application of any Net Proceeds in accordance with the immediately preceding sentence. Borrower agrees that Agent need not give more than ten (10) working days' notice (as contemplated under the Cape Town Convention) of the time and place of any public sale or of the time after which a private sate may take place and that such notice is reasonable notification of such matters. Borrower shall be liable for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay in full the Obligations. 5.2 Relief Pending Final Determination. Without limiting the generality of Agent's other remedies set forth in this Section 5, in the event Agent adduces evidence of an Event of Default by Borrower, Agent may, pending final determination of its claim, obtain from a court speedy (as defined in Article 20 of the Cape Town Convention) relief in the form of such one or more of the following orders as Agent requests: (a) preservation of the Aircraft and its value; (b) possession, control or custody of the Aircraft; (c) immobilization of the Aircraft; (d) lease or, except where covered by sub-paragraphs (a) to (c), management of the Aircraft and the income therefrom; and (e) if at any time Borrower and Agent specifically agree, sale and application of proceeds therefrom. In furtherance thereof, Agent and Borrower hereby agree to exclude the application of paragraph. 4 of Article 20 of the Cape Town Convention. Nothing in this Section 5.2 shall limit the availability to Agent of other forms of interim relief. 2394767 13 (RK'244 SECURITY AGREEMENT) SDNYGIvl02755499 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242421 EFTA01327537 SDNY_GM_02755500 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242422 EFTA01327538 5.3 No Waiver: Cumulative Remedies. No right or remedy is exclusive. Borrower hereby acknowledges that none of the provisions of this Section 5, including any remedies set forth or referenced herein, is 'manifestly unreasonable" for the purposes of the Cape Town Convention. Each may be used successively and cumulatively and in addition to any other right or remedy referred to above or otherwise available to Agent and/or Lenders at law or in equity, including, such rights and/or remedies as are provided for in the UCC and/or the Cape Town Convention, but in no event shall Agent and/or Lenders be entitled to recover any amount in excess of the maximum amount recoverable under Applicable Law with respect to any Event of Default. No express or implied waiver by Agent and/or Lenders of any Default or Event of Default hereunder shall in any way be, or be construed to be, a waiver of any future or subsequent Default or Event of Default. The failure or delay of Agent and/or Lenders in exercising any rights granted it hereunder upon the occurrence of any of the contingencies set forth herein shall not constitute a waiver of any such right upon the continuation or reoccurrence of any such contingencies or similar contingencies, and any single or partial exercise of any particular right by Agent and/or Lenders shall not exhaust the same or constitute a waiver of any other right provided for or otherwise referred to herein. After the occurrence of any Default or Event of Default, the acceptance by Agent and/or Lenders of any installment of principal and/or interest or of any other sum owing hereunder or under the other Loan Documents shall not constitute a waiver of such Default (unless such Default arose from the failure to pay such installment and such installment was paid in full) or Event of Default, regardless of Agent's and/or either Lenders knowledge or lack of knowledge thereof at the time of acceptance of any such payment and shall not constitute a reinstatement of this Agreement if Agent and/or either Lender has sent Borrower a notice of default, unless Agent shall have agreed in writing to reinstate this Agreement and waive the Default or Event of Default. To the extent permitted by Applicable Law, Borrower waives any rights now or hereafter conferred by statute or otherwise that limit or modify any rights or remedies of Agent and/or Lenders under this Agreement, including, without limitation, the provisions of Articles 11(2) and 13(2) of the Convention and Article IX(6) of the Protocol. SECTION 6. Miscellaneous. 6.1 Notices. All communications and notices provided for herein shall be in writing and shall be deemed to have been duly given or made (i) upon hand delivery, or (ii) upon delivery by an overnight delivery service, or (iii) three (3) Business Days after being deposited in the U.S. mail, return receipt requested, first class postage prepaid, and addressed to Agent at the address set forth above or to Borrower at its address set forth under its signature hereto or such other address as either party may hereafter designate by written notice to the other, or (iv) when sent by telecopy (with customary confirmation of receipt of such telecopy) on the Business Day when sent or upon the next Business Day if sent on other than a Business Day. 6.2 Expenses and Fees. Indemnity: Performance of Borrower's Obligations. (a) Borrower shall pay to Agent and each Lender upon demand all out-of-pocket fees, costs and expenses incurred by or on behalf of Agent or such Lender at any time in connection with (i) the negotiation, preparation, execution, delivery and enforcement of this Agreement and the other Loan Documents and the collection of the Obligations, (ii) the creation, preservation and protection of the Collateral and the perfection and first priority of Agent's security interest, security assignment and Lien thereon, including any discharges and subordination required to maintain such first priority and to remove or discharge any Liens not constituting Permitted Liens, or (iii) Borrower's exercise of any right granted under, or any amendment or other modification to any of, the Loan Documents. Such fees, costs and expenses shall include, without limitation, appraisal and inspection fees, the fees and expenses of FM Counsel and of Agent's and each Lender's counsel, consultants and brokers, UCC, FAA, International Registry and other applicable title, interest and Lien searches, and costs and expenses relating to recovery, repossession, storage, insurance, transportation, repair, refurbishment advertising, sale and other disposition of the Aircraft. Borrower shall also pay all fees (including license, filing and registration fees), taxes, assessments and other charges of whatever kind or nature that may be payable or determined to be payable in connection with the execution, delivery, recording or performance of this Agreement or any of the other Loan Documents or any modification thereof. 2394707 14 (RK-244 SECURITY AGREEMENT) SDNY_GM_02755501 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242423 EFTA01327539 SDNY_GM_02755502 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242424 EFTA01327540 (b) Borrower hereby further agrees to pay, indemnify, and hold Agent and each Lender and their respective Affiliates and all of Agents and each Lender's and such Affiliates' respective directors, shareholders, officers, employees, agents, predecessors, attorneys-in-fact, lawyers, successors and assigns (Agent, each Lender, their respective Affiliates and all of such other parties and entities sometimes hereinafter collectively, the 'Indemnified Parties') harmless, on a net after-tax basis, from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, out-of pocket costs, expenses or disbursements of any kind or nature whatsoever arising with respect to or in connection with the Loan Documents or the Collateral, including, without limitation, the ownership, lease, possession, use, sale or other disposition of the Aircraft and the other collateral or the execution, delivery, enforcement, performance or administration of this Agreement or any of the other Loan Documents (the foregoing being referred to as the "indemnified liabilities"), provided that Borrower shall have no obligations thereunder with respect to indemnified liabilities arising from the gross negligence or willful misconduct of Agent or such Lender, as applicable. (c) If Borrower fails to perform or comply with any of its agreements contained herein or in the other Loan Documents, including, without limitation, its obligations to keep the Aircraft free and clear of Liens, to comply with Applicable Standards or to obtain the requisite insurance coverages, Agent and/or either Lender shall have the right, but shall not be obligated, to effect such performance or compliance, with such agreement. Any expenses of Agent and/or either Lender incurred in connection with effecting such performance or compliance, together with interest thereon at the highest default rate of interest provided for in the Loan Documents from the date incurred until reimbursed, shall be payable by Borrower to Agent and/or such Lender promptly on demand and until such payment shall constitute part of the Obligations secured hereby. Any such action shall not be a cure or waiver of any Default or Event of Default hereunder. (d) Without waiving any other rights or remedies of Agent, due to the often time intensive nature of reviewing complex reorganizations, if Borrower requests Agent's consent to the corporate or other entity reorganization of Borrower or any Affiliate of Borrower, Agent may require, at its option, a Two Thousand Dollar ($2,000.00) review fee; Agent may, at Borrower's expense, retain outside counsel to aid in review of the reorganization documentation. 6.3 Entire Agreement: Modifications. This Agreement and the other Loan Documents constitute the entire understanding and agreement of the parties hereto with respect to the matters contained herein and shall completely and fully supersede all other prior agreements (including any proposal letter, commitment letter, and/or term sheet), both written and oral, between Agent and/or either Lender and Borrower relating to the Obligations. None of Agent, either Lender nor Borrower shall hereafter have any rights under such prior agreements but shall look solely to this Agreement and the other Loan Documents for the definition and determination of all of their respective rights, liabilities and responsibilities relating to the Obligations. Neither this Agreement, nor any terms hereof, may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of a change, waiver, discharge or termination is sought. 6.4 Construction of this Agreement and Related Matters. All representations and warranties made in this Agreement shall survive the execution and delivery of this Agreement. Borrower's obligations contained in Section 6.2 hereof shall survive the payment and performance of the Obligations and the termination of this Agreement. This Agreement may be executed by the parties hereto on any number of 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. The headings of the Sections hereof are for convenience only, are not part of this Agreement and shall not be deemed to affect the meaning or construction of any of the provisions hereof. Time is of the essence in the payment and performance of all of Borrower's obligations under this Agreement. Any provision of this Agreement that may be determined to be prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective in such jurisdiction to the extent thereof without invalidating the remaining provisions of this Agreement, which shall remain in full force and effect. 2394767 15 (FtK-244 SECURITY AGREEMENT) SDNY_GM_Onft5503 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242425 EFTA01327541 SDNY_GM_02755504 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242426 EFTA01327542 6.5 Lender's Assignment. Each Lender, may at any time, with or without notice to Borrower, grant a security interest in, sell, assign or otherwise transfer (an •Assicinmenr) all or any part of its interest in this Agreement and the other Loan Documents (including all associated rights associated with or secured thereby and the related international interests) or any amount due or to become due hereunder or thereunder, and Borrower shall perform all of its obligations under the Loan Documents, to the extent so transferred, for the benefit of the beneficiary of such Assignment (such beneficiary, including any successors and assigns, an *Assignee"); provided that no such Assignment shall be to any Person engaged in the operation of a fractional aircraft ownership program. Borrower hereby waives any right to assert, and agrees not to assert, against any Assignee any abatement, reduction, defense, setoff, recoupment, claim or counterclaim that Borrower may have against Agent or such Lender, other than defenses arising from fraudulent acts on the part of Assignee. Upon the express assumption by such Assignee of such Lender's obligations hereunder, such Lender shall be relieved of any such assumed obligations. Borrower hereby consents to any such assignment, grant, sale or transfer, including, without limitation, for purposes of the Cape Town Convention. If so directed in writing, Borrower shall pay all amounts due or to become due to the applicable Lender under the Loan Documents and/or any related associated rights and intemational interests directly to Assignee or any other party designated in writing by such Lender. Borrower acknowledges and agrees that such Lenders right to enter into an Assignment is essential to such Lender and, accordingly, waives any restrictions under Applicable Law with respect to an Assignment and any related remedies. Upon the request of such Lender or any Assignee, Borrower also agrees (a) to promptly execute and deliver to such Lender or to such Assignee an acknowledgment of assignment in form and substance satisfactory to the requesting party, an insurance certificate naming Assignee as additional insured and loss payee and otherwise evidencing the insurance coverages required hereby, a consent to the Assignment for International Registry purposes, as well as renew any authorization required by the International Registry in connection with such consent, such as renewing its transacting user entity status and re-designating a professional user entity, if necessary in Agent's or such Lender's judgment, and such other documents and assurances reasonably requested by Agent, such Lender or Assignee and make, or cause to be made, all registrations (including all assignments and subordinations) and all amendments, extensions and discharges with the International Registry reasonably requested by Agent, such Lender or Assignee (and give or obtain any necessary consent thereto, as well as renew any authorization required by the Intemafional Registry in connection therewith, including renewing its transacting user entity status and re-designating a professional user entity, if necessary in Agent's and/or such Lenders judgment), and (b) to comply with the reasonable requirements of any such Assignee in order to perfect such Assignee's Lien in the Airframe, Engines (including all associated rights associated therewith or secured thereby and the related international interests), proceeds and other Collateral. 6.6 Jurisdiction. Borrower hereby irrevocably consents and agrees that any legal action, suit or proceeding arising out of or in any way in connection with this Agreement or any of the other Loan Documents may be instituted or brought in the courts of the State of New York or the U.S. District Court for the Southern District of New York, as Agent may elect or in any other state or Federal court as Agent shall deem appropriate, and by execution and delivery of this Agreement. Borrower hereby irrevocably accepts and submits to, for itself and in respect of its property, generally and unconditionally, the non-exclusive jurisdiction of any such court, and to all proceedings in such courts. Borrower irrevocably consents to service of any summons and/or legal process by first class, certified United States air mail, postage prepaid, to Borrower at the address set forth below its signature hereto, such method of service to constitute, in every respect, sufficient and effective service of process in any such legal action or proceeding. Nothing in this Agreement or in any of the other Loan Documents shall affect the right to service of process in any other manner permitted by law or limit the right of Agent and/or either Lender to bring actions, suits or proceedings in the courts of any other jurisdiction. Borrower further agrees that final judgment against it in any such legal action, suit or proceeding shall be conclusive and may be enforced in any other jurisdiction, within or outside the United States of America, by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the fact and the amount of the liability. Notwithstanding anything in the foregoing to the contrary, Agent and Borrower may bring a judicial proceeding against the Registrar of the International Registry in the Republic of Ireland, solely with respect to matters relating to the International Registry itself. 2394767 16 IRK-244 SECURITY AGREEMENT) SDNY_G61_02 755505 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFFA_00242427 EFTA01327543 SDNY_GM_02755506 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242428 EFTA01327544 6.8 Governing Law: Binding Effect. This Agreement shall be construed and enforced in accordance with, and the rights of both parties shall be governed by, the internal laws of the State of New York (without regard to the conflict of laws principles of such state, except as to the effect of Title 14, Section 5-1401 of the New York General Obligations Law), including all matters of construction, validity, and performance. This Agreement shall be binding upon and inure to the benefit of Borrower, Agent, and each Lender and their respective successors and assigns, except that Borrower may not assign or transfer its rights hereunder or any interest herein. 6.9 Jury Waiver. BORROWER HEREBY KNOWINGLY AND FREELY WAIVES ITS RIGHTS TO A JURY TRIAL IN ANY ACTION, SUIT OR PROCEEDING RELATING TO, ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS. 6.10 Counterparts: Facsimile Signatures: Other Electronic Transmissions. This Agreement and all of the other Loan Documents, and any notices to be given pursuant to this Agreement or any of the other Loan Documents, may be executed and delivered by telecopier, facsimile or other electronic transmission (i.e., PDF format) all with the same force and effect as if the same was a fully executed and delivered original counterpart. The original counterparts of this Agreement and all Loan Documents shall be delivered by Borrower promptly after execution, and failure to so deliver, at Agent's option, shall be an Event of Default, but failure to deliver shall in no way limit or negate enforceability of any Loan Document. [SIGNATURE PAGE FOLLOWS) 2394767 17 (RK•244 SECURITY AGREEMENT) SDNY_GM_02755507 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242429 EFTA01327545 SDNY_GM_02755508 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242430 EFTA01327546 IN WITNESS WHEREOF, Borrower has caused this Agreement to be duly executed and delivered by its proper and duly authorized officer as of the date first above written. FLIGHT OPTIONS, LLC By: Name: 1-4 icma_43./ a -C Title: O,they ,omc Notice Address: Flight Options. LLC 26180 Curtiss-Wright Parkway Cleveland, Ohio 44143 Attn: Chief Executive Officer Telephone: Facsimile: with a copy to: Flight Options Holdings II. Inc. 26180 Curtiss-Wright Parkway Cleveland, Ohio 44143 Attn: Treasurer Telephone: Facsimile: 2390767 (RX-244 SECURITY AGREEMENT) SDNY_GM_02755509 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0024243 EFTA01327547 SDNY_GM02755510 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242432 EFTA01327548 ANNEX A DEFINITIONS The following terms shall have the following meanings for all purposes of this Agreement: Certain of the terms used in this Agreement ("CTC Terms') have the meaning set forth in and/or intended by the "Caoe Town Convention', which term means, collectively, (i) the official English language text of the Convention on International Interests in Mobile Equipment, adopted on 16 November 2001 at a diplomatic conference held in Cape Town, South Africa, as the same may be amended or modified from time to time (the 'Convention"). (ii) the official English language text of the Protocol to the Convention on International Interests in Mobile Equipment on Matters Specific to Aircraft Equipment, adopts on 16 November 2001 at a diplomatic conference held in Cape Town, South Africa. as the same may be amended or modified from time to time (the 'Protocol") and (iii) the related procedures and regulations for the International Registry of Mobile Assets located in Dublin. Ireland and established pursuant to the Cape Town Convention, along with any successor registry (the "International Reaistrin issued by the applicable supervisory authority pursuant to the Convention and the Protocol, as the same may be amended or modified from time to time. By way of example, but not limitation, these CTC Terms include, 'administrator, 'associated rights', 'proceeds', 'international interests', 'security assignment', 'transfer, 'working days", "consent", 'final consent", 'priority search certificate', 'professional user entity', 'transacting user entity' and "contracr except 'proceeds' shall also have the meaning set forth below. Additional Aircraft shall mean the aircraft described on Annex E hereto and made a part hereof. Affiliate shall mean, with respect to any Person, any Person controlling, controlled by or under common control with such Person, and for this purpose, 'control' means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of any such Person, whether through the legal or beneficial ownership of voting securities, by contract or otherwise. Aircraft shall mean (i) the Airframe, (ii) the Engines, (iii) any APU, and (iv) the Records, and all accessories, additions, accessions, alterations, modifications. Parts, repairs and attachments now or hereafter affixed thereto or used in connection therewith, and all replacements, substitutions and exchanges (including trade-ins) for any of the foregoing. Airframe shall mean (i) the airframe described in Annex C hereto and shall not include the Engines or any APU, and (ii) any and all Parts from time to time incorporated in, installed on or attached to such airframe and any and all Parts removed therefrom so long as Agent shall retain a security interest therein in accordance with the applicable terms of this Agreement after removal from such airframe. Applicable Law shall mean all applicable laws, statutes, treaties, conventions, judgments, decrees, injunctions, writs and orders of any court, governmental agency or authority and rules, regulations. orders, directives, licenses and permits of any governmental body, instrumentality, agency or authority as amended and revised, and any judicial or administrative interpretation, of any of the same, including the airworthiness certificate issued with respect to the Aircraft, the Cape Town Convention, all FARs. airworthiness directives, and/or any of the same relating to noise. the environment, national security. public safety, exports or imports or contraband. Applicable Standards shall mean (i) Applicable Law. (ii) the requirements of the insurance policies required hereunder, and (iii), with respect to the Airframe or any Engine. APU or Part, all compliance requirements set forth in or under (A) all maintenance manuals initially furnished with respect thereto, including any subsequent amendments or supplements to such manuals issued by the manufacturer or supplier thereof from time to time, (B) all mandatory service bulletins issued, supplied, or available by or through the applicable manufacturer with respect thereto, (C) all applicable airworthiness directives issued by the FAA or similar regulatory agency having jurisdictional authority, (D) all conditions to the enforcement of any warranties pertaining thereto, (E) the FM approved maintenance program with respect 2394767 19 (RK•244 SECURITY AGREEMENT) SMry_GM_02766.611 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242433 EFTA01327549 SDNY_GM_02755512 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242434 EFTA01327550 to the Airframe, the Engines, any APU or Part, and (F) any Computerized Maintenance Monitoring Program or Engine Maintenance Program. AM shall mean (i) any auxiliary power unit described in Annex C hereto and installed on the Airframe as of the Closing Date, whether or not hereafter installed on the Airframe or any other airframe from time to time; (ii) any auxiliary power unit that may from time to time be substituted, pursuant to the applicable terms of this Agreement, for an APU; and (iii) any and all Parts incorporated in or installed on or attached to such auxiliary power unit or any and all Parts removed therefrom so long as Agent shall retain a security interest therein in accordance with the applicable terms of this Agreement after such removal. Business Day shall mean any day other than a Saturday, Sunday or other day on which banks located in New York. New York are closed or are authorized to close. Collateral shall have the meaning set forth in Section 3.1 hereof. Computerized Maintenance Monitoring Program shall mean any automated on-line maintenance tracking program with respect to the Airframe provided by Borrower, the manufacturer of the Airframe or by a third party. such as CAMP, that is approved by Agent and which makes data with respect to the Aircraft available to Agent. Consent to Lease shall mean the Consent to Lease to be entered into as of the date of any lease permitted by Section 2.4 hereof, among Agent, Borrower and the lessee under such lease. Default shall mean an event or circumstance that, after the giving of notice or lapse of time, or both, would become an Event of Default. Engine shall mean (i) each of the engines described in Annex C hereto and installed on the Airframe as of the Closing Date, whether or not thereafter installed on the Airframe or any other airframe from time to time; (b) any engine that may from time to time be substituted, pursuant to the applicable terms of this Agreement, for an Engine; and (iii) any and all Parts incorporated in or installed on or attached to such engine or any and all Parts removed therefrom so long as Agent shall retain a security interest therein in accordance with the applicable terms of this Agreement after such removal. Engine Maintenance Program shall mean the Engines' power by the hour engine maintenance program provided by the Engines' manufacturer. Event of Default shall have the meaning set forth in Section 4 hereof. Event of Loss with respect to the Aircraft, the Airframe, any Engine or any APU shall mean any of the following events: (i) loss of such property Or the use thereof due to theft, disappearance, destruction, damage beyond repair or rendition of such property permanently unfit for normal use for any reason whatsoever; (ii) any damage to such property that results in an insurance settlement with respect to such property on the basis of a total loss or constructive total loss; (iii) the condemnation, confiscation or seizure of, or requisition of title to or use of, such property by the act of any government (foreign or domestic) or of any state or local authority or any instrumentality or agency of the foregoing ("Requisition of Use"); (iv) as a result of any rule, regulation, order or other action by any government (foreign or domestic) or governmental body (including, without limitation, the FAA or any similar foreign governmental body) having jurisdiction, the use of such property shall have been prohibited, or such property shall have been declared unfit for use, for a period of six (6) consecutive months, unless Borrower, prior to the expiration of such six-month period, shall have undertaken and, in the opinion of Agent, shall be diligently carrying forward all steps that are necessary or desirable to permit the normal use of such property by Borrower or, in any event, if use shall have been prohibited, or such property shall have been declared unfit for use. for a period of twelve (12) consecutive months; (v) with respect to an Engine or an APU, the removal thereof from the Airframe for a period of six (6) consecutive months or longer, whether or not such Engine or APU is operational; or (vi) an Engine or an APU is returned to the manufacturer thereof, other than for modification in the event of patent infringement or for repair or 2394767 20 (RK-244 SECURITY AGREEMENT) SDNY_GM_02755513 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242435 EFTA01327551 SDNY_GM_02755514 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242436 EFTA01327552 replacement (any such return being herein referred to as a 'Return to Manufacturer). The date of such Event of Loss shall be the date of such theft, disappearance, destruction, damage, Requisition of Use, prohibition, unfitness for use for the stated period, removal for the stated period or Return to Manufacturer. FAA shall mean the United States Federal Aviation Administration and/or the Administrator of the Federal Aviation Administration and the Department of Transportation, or any Person, governmental department, bureau, authority, commission or agency succeeding the functions of any of the foregoing, including. where applicable, the Transportation Security Administration. FAA Counsel shall mean such counsel as Agent may designate from time to time to assist it with FAA matters. FAR shall mean the Federal Aviation Regulations and any Special Federal Aviation Regulations (Title 14 C.F.R. Part 1 et seq.), together with all successor regulations thereto. Financed Aircraft shall mean the aircraft described on Annex D hereto and made a part hereof. GAAP shall mean generally accepted accounting principles in the United States as then in effect, which shall include the official interpretations thereof by the Financial Accounting Standards Board applied on a basis consistent with the past accounting practices and procedures of Borrower. IDERA shall mean an Irrevocable De•Registration and Export Request Authorization substantially in the form of Annex F attached hereto. Impositions shall have the meaning set forth in Section 2.3 hereof. Liens shall mean all liens, charges, security interests, leaseholds, international interests and other Registerable Interests and encumbrances of every nature and description whatever, including, without imitation, any rights of third parties under Third Party Agreements, and any registrations on the International Registry, without regard to whether such registrations are valid. Loan Documents shall mean this Agreement, any Consent to Lease and any and all other documents, agreements or instruments securing, evidencing or relating to the Obligations, as the same may be amended from time to time. Material Adverse Effect shall mean a material adverse effect upon the business, condition (financial or otherwise), operations, performance or properties of Borrower or its ability to perform its obligations under this Agreement and any of the other Loan Documents. Material Damage shall mean any damage: (i) required to be reported pursuant to any governmental reporting requirement, (ii) with respect to which an insurance claim is being made, or (hi) requiring that the Aircraft or any Engine be taken out of service for more than one (1) day to repair. Obligations shall mean all indebtedness, obligations or liabilities of Borrower owing to Agent, either Lender or to any Affiliate of either Lender, of every kind and description, direct or indirect, secured or unsecured, joint or several, absolute or contingent, due or to become due, whether for payment or performance, now existing or hereafter arising, including, but not limited to, all indebtedness, obligations or liabilities under, arising out of or in connection with (i) this Agreement or any of the other Loan Documents, or (ii) each of the loan and aircraft security agreements, promissory notes and other loan documents securing, evidencing or relating to loans financing the Financed Aircraft and with respect to which a Lender or such Lender's Affiliate is the holder of the promissory note(s) evidencing Borrower's obligation to repay such loan. Parts shall mean all appliances, avionics, parts, instruments, appurtenances, accessories, furnishings and other equipment of whatever nature (other than complete Engines) that may from time to time be 2394767 21 (RK•244 SECURITY AGREEMENT) SDNY_GM_02755515 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242437 EFTA01327553 SDNY_GM_02755516 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242438 EFTA01327554 incorporated or installed in or attached to the Airframe, any Engine or any APU, and any and all such appliances, avionics, parts, instruments, appurtenances, accessories, furnishings and other equipment removed therefrom so long as Agent shall retain a security interest therein in accordance with the applicable terms of this Agreement after such removal. Permitted Liens shall mean, so long as the same are expressly subject and subordinate to Agent's Lien on the Collateral. (a) the respective rights of others under Third Party Agreements, if any, to the extent expressly provided and permitted by the terms of Section 2.4 of this Agreement, (b) Liens for taxes either not yet due or being contested by Borrower in good faith with due diligence and by appropriate proceedings, so long as such proceedings do not involve, in Agent's sole judgment, any material danger of the sale, foreclosure, transfer, forfeiture or loss of the Collateral, or title thereto, the rights of Agent or either Lender hereunder or Agent's or either Lender's interest therein, and for the payment of which taxes adequate reserves shall have been established in accordance with GAAP or other appropriate provisions satisfactory to Agent have been made, and (c) inchoate materialmen's, mechanic's, workmen's, repairmen's, employee's, or other like Liens arising in the ordinary course of business of Borrower for sums not yet delinquent or being contested in good faith with due diligence and by appropriate proceedings, so long as such proceedings do not involve, in Agent's sole judgment, any material danger of the sale, foreclosure, transfer, forfeiture or loss of the Collateral, or title thereto, the rights of Agent or either Lender hereunder or Agent's or either Lender's interest therein, and for the payment of which sums adequate reserves shall have been established in accordance with GAAP or other appropriate provisions satisfactory to Agent have been made. Person shall mean any individual, partnership, corporation, limited liability company, trust, association, joint venture, joint stock company, or non-incorporated organization or government or any department or agency thereof, or any other entity of any kind whatsoever. proceeds shall have the meaning assigned to it in the UCC. and in any event, shall include, but not be limited to, all money and non-money proceeds of the Airframe and/or Engines (as contemplated by the Cape Town Convention), goods, accounts, chattel paper, documents, instruments, general intangibles. investment property, deposit accounts, letter of credit rights and supporting obligations (to the extent any of the foregoing terms are defined in the UCC, any such foregoing terms shall have the meanings given to the same in the UGC). and all rights in and to any of the foregoing, and any and all rents, payments, charter hire and other amounts of any kind whatsoever due or payable under or in connection with the Aircraft, including, without limitation, (A) any and all proceeds of any insurance, indemnity, warranty or guaranty payable to Borrower from time to time with respect to the Aircraft, (B) any and all payments (in any form whatsoever) made or due and payable to Borrower from time to time in connection with any requisition, confiscation, condemnation. seizure or forfeiture of the Aircraft by any governmental body, authority, bureau or agency or any other Person (whether or not acting under color of governmental authority), and (C) any and all other rents or profits or other amounts from time to time paid or payable under or in connection with the Aircraft, but excluding, in each case, any and all accounts (as such term is defined in the UCC) other than accounts resulting from (A) any damage, loss (including, without limitation, any Event of Loss) or other casualty of any of the Collateral, or (B) any sale, transfer or other disposition of any of the Collateral. Records shall mean any and all logs, manuals, certificates and data and inspection, modification, maintenance, engineering, technical, and overhaul records (whether in written or electronic form) with respect to the Aircraft, including, without limitation, all records (i) required to be maintained by the FM or any other governmental agency or authority having jurisdiction with respect to the Aircraft or by any manufacturer or supplier of the Aircraft (or any part thereof) with respect to the enforcement of warranties or otherwise, (ii) evidencing Borrower's compliance with Applicable Standards, and (iii) with respect to any maintenance service program for the Airframe or Engines, including, without limitation, any Computerized Maintenance Monitoring Program or Engine Maintenance Program. Recisterable Interests shall mean all existing and prospective international interests and other interests, rights and/or notices, sales and prospective sales, assignments and subordinations, in each case, susceptible to being registered at the International Registry pursuant to the Cape Town Convention. 2394767 22 (FtK-244 SECURITY AGREEMENT) SDNY_GM_02755517 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242439 EFTA01327555 SDNY_GM_02755518 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242440 EFTA01327556 Third Party Agreements shall mean any and all leases, subleases, management agreements, interchange agreements, charter agreements, pooling agreements, timeshare agreements, overhaul agreements, repair agreements and any other similar agreements or arrangements of any kind whatsoever relating to the Aircraft or any part thereof, but excluding, in each case, any and all accounts (as such term is defined in the UCC) other than accounts resulting from (i) any damage, loss (including, without limitation, any Event of Loss) or other casualty of any of the Collateral, or (ii) any sale, transfer or other disposition of any of the Collateral. Transportation Code shall mean Subtitle VII of Title 49 of the United States Code, as amended and recodified. UCC shall mean the applicable Uniform Commercial Code as then in effect in the applicable jurisdiction. 2394767 23 (RK-244 SECURITY AGREEMENT) SDNY_GM_02755519 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 0024244I EFTA01327557 SDNY_GM_02755520 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242442 EFTA01327558 ANNEX B [INTENTIONALLY OMITTED FOR FAA FILING PURPOSES] 2394767 24 (RK-244 SECURITY AGREEMENT) SDNY_GM_02755521 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242443 EFTA01327559 SDNY_GM_02755522 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242444 EFTA01327560 ANNEX C AIRCRAFT INFORMATION One (1) Raytheon Aircraft Company model 400A (described on the International Registry Manufacturer's List as RAYTHEON AIRCRAFT COMPANY model 400A) aircraft that consists of the following components: (a) Airframe bearing U.S. Registration Number N493LX and manufacturer's serial number RK- 244. (b) Two (2) Pratt & Whitney Canada model JT15D-5 (described on the International Registry Manufacturers List as PRATT & WHITNEY CANADA model JT15O SERIES) aircraft engines bearing manufacturer's serial numbers PCE-JA0256 and PCE-JA0257 (described on the International Registry Manufacturer's List as JA0256 and JA0257) (each of which has 550 or more rated takeoff horsepower or the equivalent of such horsepower). (c) Standard avionics and equipment, all other accessories, additions. modifications and attachments to, and all replacements and substitutions for, any of the foregoing, all as more particularly described on Schedule A attached hereto and made a part hereof. 2394767 25 (RK•244 SECURITY AGREEMENT) SDNY_GM_02755523 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242445 EFTA01327561 SDNY_GM_02755524 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242446 EFTA01327562 SCHEDULE A TO ANNEX C AVIONICS AND EQUIPMENT Avionics: Collins Proline 3-Tube EFIS Dual Collins FMS-5000's w/ GPS 4000 Collins WXR-850 WX Radar Collins APS-4000 Autopilot Dual Collins DB-438 Audio Collins VHF-422C Comm L3 Communication CVR 2 Hour Dual Collins VIR-432 Nays Dual Glideslope Rec Collins ADF-462 ADF JET Standby Horizon Dual Collins DME-422 DME Flitefone VI Dual Collins TDR-94D's Mode "S" Transponders TCAS 94 Collins ALT-55B Radar Altimeter Dual Digital Clocks Collins SDU-640A RMI Dual Marker Beacons Dual Collins AHC-85E AHARS Landmark TAWS RVSM Compliant Other Equipment: Freon Air Conditioning Takeoff Improvement Mod Nordam Thrust Reversers Tail Logo Lights Aft Baggage Extension Left and Right Wing Ice Lights Lead Acid Battery Conversion Dual Cockpit Relief Tubes Tail De-Ice Mod Exterior. Overall Matterhorn White with Turquoise Green, Antique Gold and Cumulus Gray Metallic Striping with Gray Exits Interior: Seven-Passenger Configuration with a belted potty, Mic cabin four place club, 2 forward facing rear seats, Tan Leather Seats - Fireblocked - Vanilla Headliner - Fawn Carpeting - Custom Galley - Dual Mapcos TOGETHER WITH ALL ADDITIONS, ACCESSIONS, MODIFICATIONS, IMPROVEMENTS, REPLACEMENTS, SUBSTITUTIONS, AND ACCESSORIES THERETO AND THEREFOR, ALL AVIONICS, ONBOARD EQUIPMENT AND LOOSE EQUIPMENT, NOW OWNED OR HEREAFTER ACQUIRED, LOCATED ON THE AIRCRAFT OR REMOVED THEREFROM SO LONG AS AGENT SHALL RETAIN A SECURITY INTEREST THEREIN IN ACCORDANCE WITH THE APPLICABLE TERMS OF THIS AGREEMENT AFTER SUCH REMOVAL. AND ALL MANUALS, DOCUMENTATION, TECHNICAL PUBLICATIONS, RECORDS AND LOGBOOKS WITH RESPECT THERETO (IN WRITTEN FORM OR AS COMPUTER DATA, DISCS OR TAPES, WHETHER NOW EXISTING OR HEREAFTER ACQUIRED OR CREATED, AND WHETHER IN THE POSSESSION OF BORROWER OR HELD ON BEHALF OF BORROWER BY OTHERS). 2394767 26 (RK•244 SECURITY AGREEMENT) SDNY_GM_02755525 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242447 EFTA01327563 SDNY_GM_02755526 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242448 EFTA01327564 ANNEX D (INTENTIONALLY OMITTED FOR FAA FILING PURPOSES] 2394767 27 (RK•244 SECURITY AGREEMENT) SDNY_GM_02755527 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242449 EFTA01327565 SDNY_GM_02755528 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242450 EFTA01327566 ANNEX E [INTENTIONALLY OMITTED FOR FAA FILING PURPOSES] 2394767 28 (RK-244 SECURITY AGREEMENT) SDNY_GM_02755529 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242451 EFTA01327567 SDNY_GM_02755530 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242452 EFTA01327568 ANNEX F This Irrevocable De-Registration and Export Request Authorization is linked to and part of the Aircraft Security Agreement (SIN RK-244) dated as of November , 2011, by Flight Options, LLC in favor of The Prudential Insurance Company of America, as collateral agent, which is being filed with the Federal Aviation Administration contemporaneously herewith. IRREVOCABLE DE-REGISTRATION AND EXPORT REQUEST AUTHORIZATION November 2011 To: United States Federal Aviation Administration Re: Irrevocable De-Registration and Export Request Authorization One (1) Raytheon Aircraft Company model 400A (described on the International Registry Manufacturer's List as RAYTHEON AIRCRAFT COMPANY model 400A) aircraft bearing manufacturers serial number RK-244 and U.S. Registration No. N493LX, and two (2) Pratt 8 Whitney Canada model JT15D-5 (described on the International Registry Manufacturer's List as PRATT & WHITNEY CANADA model JT15D SERIES) aircraft engines bearing manufacturers serial numbers PCE-JA0256 and PCE- JA0257 (described on the International Registry Manufacturers List as JA0256 and JA0257) (together with, in the case of each of the foregoing, all installed, incorporated or attached accessories, parts and equipment, the `aircraft-). This instrument is an irrevocable de-registration and export request authorization issued by the undersigned in favor of The Prudential Insurance Company of America, as collateral agent (the *authorized Party() under the authority of Article XIII of the Protocol to the Convention on International Interests in Mobile Equipment on Matters specific to Aircraft Equipment. In accordance with that Article, the undersigned hereby requests: (i) recognition that the authorized party or the person it certifies as its designee is the sole person entitled to: (a) procure the de-registration of the aircraft from the United States Aircraft Registry maintained by the United States Federal Aviation Administration for the purposes of Chapter III of the Convention on International Civil Aviation, signed at Chicago, on 7 December 1944; and (b) procure the export and physical transfer of the aircraft from the United States of America; and (ii) confirmation that the authorized party or the person it certifies as its designee may take the action specified in clause (i) above on written demand without the consent of the undersigned and that, upon such demand, the authorities in the United States of America shall cooperate with the authorized party with a view to the speedy completion of such action. The rights in favor of the authorized party established by this instrument may not be revoked by the undersigned without the written consent of the authorized party. Please acknowledge your agreement to this request and its terms by appropriate notation in the space provided below and lodging this instrument in the United States Aircraft Registry. FLIGHT OPTIONS, LLC UNITED STATES FEDERAL AVIATION ADMINISTRATION By: By: Name: Name: Title: Title: Agreed to and lodged this day of November, 2011 [insert relevant notational details] 2394767 29 (RK.244 SECURITY AGREEMENT) SDNY_GM_02755531 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242453 EFTA01327569 SDNY_GM_02755532 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242454 EFTA01327570 ANNEX G [INTENTIONALLY OMITTED FOR FAA FILING PURPOSES] 2394767 30 (RK-244 SECURITY AGREEMENT) SDNY_GM_02755533 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242455 EFTA01327571 SDNY_GM_02755534 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242456 EFTA01327572 CLOSING TERMS ADDENDUM ('Closing Terms Addendum") to Aircraft Security Agreement (S/N RK-244) dated as of November 2011 (the 'Acireemenr) by FLIGHT OPTIONS, LLC, a Delaware limited liability company (*Borrower') in favor of THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, as collateral agent ("Merr). All capitalized terms not defined in this Closing Terms Addendum are defined in the Agreement. Execution of the Agreement by Borrower shall be deemed to constitute execution and acceptance of the terms and conditions of this Closing Terms Addendum, and it shall supplement and be a part of the Agreement. Conditions Precedent: 1. On or prior to the Closing Date and at least one full Business Day prior to closing, Agent shall have received all of the following, in form and substance satisfactory to Agent: (a) the Agreement duly executed by Borrower, (b) an opinion of counsel for Borrower to Agent and Lenders as to matters that Agent may reasonably require; (d) certificate(s) of good standing for Borrower from its state of organization and the state(s) where the primary hangar location of the Aircraft and the chief executive offices and principal place of business of Borrower are located; (e) a certificate for Borrower executed by its secretary or other authorized representative certifying: (i) that the execution, delivery and performance of the Agreement and the other Loan Documents to which it is a party and the entry by Borrower into the transactions contemplated hereby and thereby have been duly authorized, (ii) the name(s) of the Person(s) authorized to execute and deliver such documents on behalf of Borrower, together with specimen signature(s) of such Person(s); and (iii) the certificate of formation, limited liability company agreement and other organizational documents of Borrower. (f) evidence as to the insurance coverage required under the Agreement, including, but not limited to, a certificate of insurance, copes of endorsements (including a lender endorsement), and, if requested by Agent, copies of applicable policies; (g) copies of: (i) if title to the Aircraft is not then vested in Borrower, the warranty bill of sale and FM Aircraft Bill of Sale (AC Form 8050.2) conveying title to the Aircraft to Borrower and such other documents relating to the purchase or conveyance of title as Agent may request; (ii) it title to the Aircraft is vested in Borrower, the FM Certificate of Aircraft Registration (AC Form 8050-3) for the Aircraft in the name of Borrower and (iii) the FAA Standard Airworthiness Certificate (AC Form 8100.2) for the Aircraft; (h) confirmation that Borrower is a transacting user entity of the International Registry and that it has designated FAA Counsel as its professional user entity; (i) priority search certificates from the International Registry indicating that the Aircraft is free and clear of Registerable Interests; (j) a copy of Borrower's Engine Maintenance Program for the Engines and a collateral assignment to Agent of Borrower's rights thereunder and of the engine reserves thereunder; (k) a copy of Borrower's Computerized Maintenance Monitoring Program for the Airframe; and (I) such other documents, certificates and opinions, and evidence of such other matters, as Agent. Agent's counsel or FM Counsel, may reasonably request or as are necessary, in the opinion of FAA Counsel, to (1) perfect with the FM Agent's Lien in the Collateral, and (2) register Agent's 2394767 31 (RK•244 SECURITY AGREEMENT) SDNY_GM_02755535 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242457 EFTA01327573 SDNY_GM_02755536 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242458 EFTA01327574 international interest in the Aircraft and any associated rights pursuant to the Cape Town Convention, free and clear of Liens. 2. On or prior to the Closing Date, Agent shall have received evidence that FM Counsel has received in escrow: (i) executed and authorized releases (including, without limitation, any discharges of international interests) in form and substance satisfactory to FM Counsel of any Liens on the Aircraft, along with the consent(s) (including final consent(s)) of the applicable parties thereto; (ii) if the Aircraft is not then owned by Borrower, the executed FM Aircraft Registration Application (AC Form 8050.1) for the Aircraft in Borrower's name and the FAA Aircraft Bill of Sale (AC Form 8050-2) conveying title to the Aircraft to Borrower; (iii) such other documents as are necessary, in the opinion of Agent's counsel and/or FM Counsel to perfect Agent's Lien in the Aircraft; and (iv) the executed original of the Agreement and an IDERA; all the foregoing being in proper form for filing with the FM. 3. On the Closing Date, Agent shall have received assurances from FM Counsel, in form and substance satisfactory to Agent, that (i) the Aircraft (including the Airframe and Engines) is free and clear of all Registerable Interests and other Liens of record with the FM and the International Registry; (ii) title to the Airframe is vested in the name of Borrower or will be vested in the name of the Borrower upon filing with the FM of the Aircraft Registration Application and the FM Aircraft Bill of Sale in the name of Borrower, if applicable; (iii) upon filing of the Agreement with the FM and the registration of the contract of sale, if applicable, and the international interest created thereby with the International Registry, Agent will have a valid and perfected Lien and international interest in the Aircraft (including the Airframe and the Engines); (iv) the filing of the Agreement with the FM has been effected; and (v) the registration of the contract of sale, if applicable, and all international interests created by the Agreement has been consented to by all parties. 4. At closing, Agent and FAA Counsel shall receive confirmation (which confirmation shall be satisfactory to Agent and FM Counsel) by the professional user entity of Borrower that such party has consented (including all required final consents) to the registration of the contract of sale, if applicable, and all international interests created by the Agreement. 5. On the Closing Date, Agent shall receive a priority search certificate from the International Registry evidencing that the contract of sale, if applicable, and Agent's intemational interests in the Aircraft (including the Airframe and the Engines) and associated rights have been duly registered therein. 2394767 32 (RK'244 SECURITY AGREEMENT) SONY_GM_02755537 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242459 EFTA01327575 SDNY_GM_02755538 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242460 EFTA01327576 ATTACHMENT NUMBEFLL to This Irrevocable De-Registration and Export Request Authorization is linked to and part of the Aircraft Security Agreement (SIN RK-244) dated as of November 2011, by Flight Options, LW in favor of The Prudential Insurance Company of America. as collateral agent, which is being filed with the Federal Aviation Administration contemporaneously herewith. IRREVOCABLE DE-REGISTRATION AND EXPORT REQUEST AUTHORIZATION November kt 2011 To: United States Federal Aviation Administration Re: Irrevocable De-Registration and Export Request Authorization One (1) Raytheon Aircraft Company model 400A (described on the International Registry Manufacturer's List as RAYTHEON AIRCRAFT COMPANY model 400A) aircraft bearing manufacturers serial number RK-244 and U.S. Registration No. N493LX. and two (2) Pratt & Whitney Canada model JT15D-5 (described on the International Registry Manufacturers List as PRATT & WHITNEY CANADA model JT15D SERIES) aircraft engines bearing manufacturer's serial numbers PCE-JA0256 and PCE- JA0257 (described on the International Registry Manufacturer's List as JA0256 and JA0257) (together with, in the case of each of the foregoing, all installed, incorporated or attached accessories, parts and equipment, the "aircraft"). This instrument is an irrevocable de-registration and export request authorization issued by the undersigned in favor of The Prudential Insurance Company of America. as collateral agent (the "authorized party") under the authority of Article XIII of the Protocol to the Convention on International Interests in Mobile Equipment on Matters specific to Aircraft Equipment. In accordance with that Article, the undersigned hereby requests: (i) recognition that the authorized party or the person it certifies as its designee is the sole person entitled to: (a) procure the de-registration of the aircraft from the United States Aircraft Registry maintained by the United States Federal Aviation Administration for the purposes of Chapter III of the Convention on International Civil Aviation, signed at Chicago, on 7 December 1944; and (b) procure the export and physical transfer of the aircraft from the United States of America; and (ii) confirmation that the authorized party or the person it certifies as its designee may take the action specified in clause (i) above on written demand without the consent of the undersigned and that, upon such demand, the authorities in the United States of America shall cooperate with the authorized party with a view to the speedy completion of such action. The rights in favor of the authorized party established by this instrument may not be revoked by the undersigned without the written consent of the authorized party. Please acknowledge your agreement to this request and its terms by appropriate notation in the space provided below and lodging this instrument in the United States Aircraft Registry. FLIGHT OPTIONS, LLC UNITED STATES FEDERAL AVIATION ADMINISTRATION By: Name: Michael A. Rossi Name: Title: Chief Financial Officer Title: Agreed to and lodged this day of November, 2011 2394883 (R/c244 IDERA) SDNY_GM_02755539 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242461 EFTA01327577 Vii0C1N 0 A.U0 VH0EV1Y.3 2Z i Lid 91 RCN IR? ti01O8310930 VVJ HUM UN SDNY_GM_02755540 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242462 EFTA01327578 DOCUMENT LEVEL ANNOTATIONS Orig #3331 retd to M&T SDNY_GM_02755541 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242463 EFTA01327579 SONY_GM_02755542 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242464 EFTA01327580 FORM APPROVED WEI*. 2120-0002 ummo suits OF AMERICA GEPNITIAENT 0 TRANSPORTATION naeRAL OAXDONAISTROTRATIONNWA Isted•Nort AIRORAundat CLAM Amman REGISTRATION APPLICATION CERT: ISSUE DATE UG~eaTTEE REGIMRCSOTA N SEIER 493LX N AM/CRAFT MANUFACTURER & MODEL Raytheon Aircraft Company 4COA AIRCRAFT SERIAL NI Poi - 244 FOR FAA USE ONLY j TYPE OF REGISTRATKIN Pock Ondrbeil S El T. Irsealver 02. PertnerenO /9(3. Corporation 0 i . Go-Owner 0 5. Government 0 & Non-Orizen Corpcation 0 a tronGesen Gorporation Co-Owner WA OR APPucwir minas, swam or wawa et ownetersa• ine.feual See ROI MM. Mw neat MAI WARNMS) Flirt Options, LLC 1008 of 100% • TELEPHONE NUMGER: j I ACCIIESS TiNnwaront moll% eddies b sporranmese el P.O Sala used. physical adds ma also be eho•ol Flight Options, LIC , "'"•'" " s•-- 26189- Gart-ks - Wright Portray Real Rowe PO. Box: CITY STATE DP 000E Richmond Heights ON 44143 0 CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Reed the following statement Bolan signing this application. This portion MUST be completed. A Tette ov (Wow von id any curaden vi the HAW. may to 0ntuNla kw writhes,' by IIN, andfor amen.. NS. Coot MA I& Sec TOON • CERTIFICATION LAVE CERTIFY ill Wei We tool swat is oared OF the undersigned spoon& 'MD ie e Men althea CarpaOlerel care Wood cow. *trod% TAM ofv• name ol TANA*. Q*OI Oro AS APPROPIVATE. A At AOMI Men. wee ASA regiStralen (Form 1.151 a IASI) No. _ _ . O. A rion-Oeten etepaiten elertied eV 00Y0 buelneSS undo, the Ion Cl 'Nail and said *condi Is based end Rem" used it Is Unded Stain Recaps a tan in available for repeCten Id (2) Thud Ito tetra a M. recoured under The lass al Sly %NV country. Yd O) Tel legal *Mesa ol °Annoy is stoned c• he See Folt4 ten. WO FadretkAnntAdtnnantitOt NOTE: II executed lot co.ovennup al apig.cants mum sign. Use reverse :ode tf redo -Ivry. TYPE OR PRINT NAME BELOW SIGNATURE SIGNATURE TITLE Oat FAH PART OF THIS 4.--- -- '''..... VP %thole PC Saks & Acquisitions of Flir ()Minn\ I Lr APC PAICATION HIM SIONARME TInt eon &herd T. McDonald 11-14-1/ SE SiONE0 IN INK SIGNATURE TITLE OMIE NOTE Pending MOAT a Cookie a Ragsnide, pm Nema may ea opetaiad do a pried fled sex 00 den. 6.11% state WO Ina FINN DAM a Tee CENNIeto nal b IS INAINT AC Fatal 8050.1 (1,09)0/SN 0052.0062B-9CODSupersecles PolynOve Weal SONY_GM_02755543 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00242465 EFTA01327581 • • Imo'obis also vviroirrow LS 3 WI 91 RON [Kg 210 NOLLYNISI031114V83141V VVI H11M 0311d SONY_GICO2755544 r TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00242466 EFTA01327582 UNITED STATES OF AMERICA FORM APPROVED U S. DEPARTMENT OF TRANSPORTATION mouw.AncrioN APAINISTRADON one NO. 2120-0042 to 0 3 AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE I UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N493LX AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A 0 AIRCRAFT SERIAL NO. RK-244 O DOES THIS IL i" DAY OF /IN.., 2011 HEREBY SE , GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: Do Not Wnle In This Mock D rr FOR FM USE ONLY NAME AND ADDRESS PURCHASER (IF INDMDUAL ($), GIVE LAST NAME. FIRST NAME, AND MIDDLE INITIAL.) FLIGHT OPTIONS, LLC 3.125% OF 100% 26180 CURTISS-WRIGHT PARKWAY CLEVELAND, OH 4.4143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS. ADMINISTRATORS. AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY AND AND SEAL THIS' le ". DAY OF110L/:, 2011. NAME (S) OF SELLER N.SIGNATURE (S) TITLE (TYPED OR PRINTED) (IN INKNIF EXECUTED FOR (TYPED OR PRINTED) II` CO-OWNERSHIP, ALL MUST SIGN ) re \ VP WHOLE AIRCRAFT SALES w DANIEL O. CONWILL, IV & ACQUISITIONS OF EDWARD T. MCDONALD FLIGHT OPTIONS, LLC cn ACTING AS ATTORNEY-IN- FACT FOR DANIEL O. CONWILL, IV ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FM RECORDING: HOWEVER, MAY BE REQUIRED BY L04`Ai LAW FOR VAUDITY OF THE INSTRUMENT.) • ORIGINAL: TO FAA AC Form 8050-2 (1/09) (NSN 0052.00-629.0001) Supersedes Previous Edition ;5.00 11/1W2011 SDNY_GM_02755545 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242467 EFTA01327583 V110HVINO AJ.I0 YH0E`rIN0 LS Z Lid 91 ne.:1 tie 218 N0liV81S10311 .1.3OM , VV3 H11.M a311• SDNY_GM_02755546 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242468 EFTA01327584 UNITED STATES OF AMERICA FORM APPROVED OMB NO 2120-0042 N U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION O 0 AIRCRAFT BILL OF SALE 0 FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT 0 DESCRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N493LX 0 2 AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 0 DOES THIS 14 1" DAY OF 1140.., 2011 HEREBY SELL, GRANT, TRANSFER AND DELIVER AU. RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: Do Not Wide In This Block FOR FM USE ONLY NAME AND ADDRESS PURCHASER (IF INDNIDUAL (S). GIVE LAST NAME. FIRST NAME, AND MIDDLE INITIAL.) FLIGHT OPTIONS, LLC 6.25% OF 100% 26180 CURTISS-WRIGHT PARKWAY CLEVELAND, OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS. ADMINISTRATORS. AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER. AND WARRANTS THE TITLE 'THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS '" DAY OF ., 2011. NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPED OR PRINTED) pN INK) (IF EXECUTED FOR (TYPED OR PRINTED) CO-OWNERSHIP. ALL MUST SIGN.) Ce VP WHOLE AIRCRAFT SALES w DOCKERY LEASING e--- ------. & ACQUISITIONS OF J -I CORPORATION EDWARD T. MCDONALD FLIGHT OPTIONS, LLC LU Cl) ACTING AS ATTORNEY-IN- FACT FOR DOCKERY LEASING CORPORATION ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FM RECORDING: HOWEVER. MAY BE REQUIRED BY LOtAI LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (1109) (NSN 0052-00-629-0003) Supersedes Previous Edilion SDNY_GM_02755547 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242469 EFTA01327585 VH0HV1N0 ,/14 110 VPI0HY1 V.0 LS l Lid 91 RCN 110? lib Ii01011131$34 livyot VV4 HALM 03.0 ) SDNY_GM_02755548 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242470 EFTA01327586 UNITED STATES OF AMERICA FORM APPROVED OMB NO. 2120.0042 U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N493LX AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS I ‘ 18 DAY OF /1ou. ., 2011 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: Do Nd Write In This Nock FOR FM USE ONLY NAME AND ADDRESS PURCHASER (IF INDMDUAL (S). GIVE LAST NAME. FIRST NAME. AND PADDLE INITIAL.) FLIGHT OPTIONS, LLC 6.25% OF 100% 26180 CURTISS-WRIGHT PARKWAY CLEVELAND, OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS. AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER. AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS I L m DAY OF ., 2011. it . NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPED OR PRINTED) (IN INK) (IF EXECUTED FOR (TYPED OR PRINTED) CO-OWNERSHIP. ALL MUST SIGN.) IX VP WHOLE AIRCRAFT SALES W AIR, LLC 4-..- ''''' ' 8 ACQUISITIONS OF -J -I EDWARD T. MCDONALD FLIGHT OPTIONS, LLC LLI LO ACTING AS ATTORNEY-IN- FACT FOR EMERIL AIR, LLC ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FM RECORDING. HOWEVER. (MY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Foan 8050-2 Cl/09)045N 0052.00-629-0003) Supersedes Previous Edition SDNY_GM_02755549 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242471 EFTA01327587 VH01O1)10 A1.10 VII0HV1V0 LS 2 bid 91 IV 110? 80 NOILVHISIOrd `1V3 H11M (1311.1 smy_Gm_02755550 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0024,472 EFTA01327588 i g Q UNITED STATES OF AMERICA FORM APPROVED OMB NO. 2120-0042 U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION 0 3 AIRCRAFT BILL OF SALE 0 FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES se REGISTRATION NUMBER N493LX 2 AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A O AIRCRAFT SERIAL NO. RK-244 0 DOES THIS IL DAY OF /loth ., 2011 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: Do Not Wne In This Block FOR FAA USE ONLY NAME AND ADDRESS PURCHASER (IF INDIVIDUAL (S). GIVE LAST NAME, FIRST NAME. AND MIDDLE INITIAL.) FLIGHT OPTIONS, LLC 6.25% OF 100% 26180 CURTISS-WRIGHT PARKWAY CLEVELAND, OH 44143 I DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS. ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER. AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF 1 HAVE SET MY HAND AND SEAL THIS DAY OF Fla). - ., 2011. NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPED OR PRINTED) (IN INK) (IF EXECUTED FOR (TYPED OR PRINTED) CO-OWNERSHIP, ALL MUST SIGN.) SELLER VP WHOLE AIRCRAFT SALES ADVANCE BEVERAGE de--- & ACQUISITIONS OF COMPANY, INC. EDWARD T. MCDONALD FLIGHT OPTIONS, LLC ACTING AS ATTORNEY-IN- FACT FOR ADVANCE BEVERAGE COMPANY, INC. ACKNOWLEDGEMENT (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 (1/09) (NSN 0052-00429-0003) Supersedes Previous Edition SDNY_GM_02755551 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242473 EFTA01327589 VPIOHT1N0 1110 VHOHVl\0 LS 2 lJd 9T INN Ile? Ha NOW/11.B1338 VVi 'WV 03-04 SDNY_GM_02755552 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242474 EFTA01327590 X UNITED STATES OF AMERICA FORM APPROVED OW NO. 2120-0042 O U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATIONADMiNISTRATION 0 0 AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES 8 REGISTRATION NUMBER N493LX g AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 4O0A AIRCRAFT SERIAL NO. RK-244 DOES THIS R. DAY OF ',too. .., 2011 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: Do Nol VVnte In This Mod( FOR FM USE ONLY NAME AND ADDRESS PURCHASER BF INDIVIDUAL M. GIVE LAST NAME. FIRST NAME. AND MIDDLE INITIAL ) FLIGHT OPTIONS, LLC 6.25% OF 100% 26180 CURTISS-WRIGHT PARKWAY CLEVELAND, OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS. ADMINISTRATORS. AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER. AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 1" DAY OFD; , 2011. NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPED OR PRINTED) (IN INK) (IF EXECUTED FOR (TYPED OR PRINTED) CO-OWNERSHIP. ALL MUST SIGN.) tx NORDIC AIR, LLC VP WHOLE AIRCRAFT SALES & ACQUISITIONS OF ILI -1 EDWARD T. MCDONALD FLIGHT OPTIONS, LLC cn ACTING AS ATTORNEY-IN- FACT FOR NORDIC AIR, LLC ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FM RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (V09) (NSN 0052-00-629-0003) Supersedes Previous Edition SDNY_GM_0275.55.53 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242475 EFTA01327591 VHOHV-IY.0 VP1OH7-1Y0 LS 2 Lid 91 RCN 1107 138 110iSVUISI038 . 713 HIIM 031$' SDNY_GM_02755554 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242476 EFTA01327592 U.S. Department Flight Standards Service P.O. Box 25504 of Transportation Aircraft Registration Branch. Oklahoma City. Oklahoma 73125-0504 AFS-760 140 51 9543116 Federal Aviation Toll Free: 1.666-762.9434 WEB Address: http: registry.taa.gov Administration Date ofIssue: October 12, 2011 FLIGHT OPTIONS LLC DOCKERY LEASING CORP ET-AL 26180 CURTISS WRIGHT PKWY RICHMOND HEIGHTS OH 44143-1453 Fax 405-681-9299 ATTENTION: JENNIFER LUDWICK T116540 This facsimile must be carried in the Aircraft as a Temporary Certificate of Registration for N493LX RAYTHEON AIRCRAFT COMPANY 400A Serial RK-244 and is valid until Nov II, 2011. This is not an airworthiness certificate. For airworthiness information, contact the nearest Federal Aviation Administration Flight Standards District Office. Aivetzt- for Walter Binkley Manager, FAA Aircraft Registry, AFS-750 Federal Aviation Administration AFS:750-FAX-4 (0330) SDNY_GM_02755555 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242477 EFTA01327593 SDNY_GM_02755556 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242478 EFTA01327594 D Q Declaration of International Operations 0 The Owners listed below: 0CO 1.) Dockery Leasing Corporation 6.25% of 100% 2.) Emeril Air, LLC 6.25% of 100% 3.) Daniel O. Conwlll, IV 3.125% of 100% 2 4,) Advance Beverage Company, Inc 6.25% of 100% 5.) Nordic Air, LLC 6.25% of 100% 6.) Flight Options, LLC 71.875% of 100% 7.) 8.) 9.) 10.) 11,) 12.) 13.) 14.) as the owner(s) of aircraft N493LX , Manufacturer Raytheon Aircraft Company Model 400A Serial Number RK-244 declares that this aircraft is scheduled to make an international flight on October 14 , 2011 as flight number 1 departing, Cuyahoga County Airport, Richmond Heights, Ohio with a destination of Peterborough Airport, Windsor Ontario Airport Expedited registration in support of this international flight is requested this 12th day of October 2011 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 thant 5 years, or both. 18 U.S.C. 1001(a) Name of Owner(s): See List Above Signature: ,-e Typed Name of Signer: Michael Metera Title: Director of Sales Administration of Flight Options, LLC acting as Attorney-In-Fact for tf 1, 2, 3, 4.5 Signature: Typed Name of Signer: Michael Metera Title: Director of Sales Administration of Flight Options, LLC for # 6 SONY_GM_02755557 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242479 EFTA01327595 '41O1O1)10 l'it01411)I0 1111 110i 2S 6 LIB Zt 1.O401IN N011740151931I ,IS 0111? 'n4 SDNY_GM_02755558 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242480 EFTA01327596 FCRM APPROVED OMB No. 2120-0042 UNITED STATES a MODICA DEPARTMENT OF TRANSPORTAWN ROOM eirtanOw..ObliorranOloorior NONiKortOmOriOrooniCar. COMA 6 '0 ACRA'! REGISTRATION APFUOMON CERT: ISSUE DATE a; FaatellasE R N 403LX AIRCRAFT MANUFACTURER It MOSS Raytheon Aircraft tawny 40A a AIRCRAFT SERAIL NC 0 R<- 244 TYPE OF RESSINATOON IENesk One box) FOR MA USE ONLY a N 0 I. Individual 0 2. Pertnenthe) 0 3. SeptiNitiOn 144. Co -Owner 0 S. Saverament 2 .., o B. Nen-Otlan Corporelmn 0 9. Non.Caren GNOMES:A CaElemer NAME OR APPur-ANT remora Moen on 0.40•100 01 ~Yap W InONSlual. gin last norm fru as we mails WWI . 6.) Flight Options, LW 71.875% of 100% , (See AttachTent 6(1144 g-30—ii ) ate, TELEPTiONE /AMBER I ) ADOPESS Prnawnt ma ' warm Anoka PI PO Box • used. Cava edam ram moo be wan) 1119TIL OPtlalS o illorin and tee 261a) cut ss-ltright Parloay (Odra Orcow PO. Box WY STATE Lie CCOE Richrroni Heights CH 44143 0 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. ANNA a' OrlhOolOI now to snY rriontOo o rho onleroto may a grounds reo DoOSIvorrol by Ono Yule. lootionfmot (U S Cade. TAN it Sec. TO00 • CERTIFICATION IAW csanFr. IU Ins the an aerate Is Owned by IN twavgned meant ate i• • comn InciaN comonaloast of the Lintel Sam For wattle Mal. tor Moir a Koko: Lor. ;HECK ONF AS APFCCORIATE. a. Orogen Oa Mm Mel MOVIlloal Pam 1.1$1 or kern 14511 NO. to A norooloorin oopcnion pawed and an; baleen under MS laws of Nan ad soo avail • bawd ird gesslif wed • Ps UMW Saes Awed* a TIN Pal a meat* en fl an*. al a0 Ma the Man 4 not mates, under Ine Iews of my lair cowa: 'he and TAM WS OOdoreCra or osnorsorp es mated cre rise teen ad wIth Fawn *nation kansvalion NOTE: II executed lot co-menwenio aii acelicents most sign. Use levels. side 4 necessary. TYPE OR PRINT NAME BELOW SIGNATURE %NOVAE mu Director of Sales Adair '- ation EACH PART Of THIS 2 ....e.-- of Flight Cpticns, LW 41-3O-11 SOATUAE TIRE DATE APPLICATION MUST Michael hetera BE SIGNED IN INN. ScOMANFIE TRU DATE NOTE Petlas Nag of al Celiac GI Mae Anneabon. ••• watt me be caned %novo:4 no o aces. 0 to an ON6.0 AM* Wm tin MK copy of en eocerankm !net be caned il roam:M. AC Rem 9050.1 (IAN! 0C62.004211-9COT)&90talcs Preaous Ecibon SDNY_OM_02755559 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA 00242481 EFTA01327597 • • M0HY-O0 ,1,110 ViV0HY-O0 92 ZI lid 0£ cOS HO? 89 801O8191038 13V/fait vtid KEN 03113 SDNY_GM_02755560 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00242482 EFTA01327598 ATTACHMENT TO AIRCRAFT REGIFRATION APPLICATION owes of.x-t Reg #: N493LX Model: Raytheon Aircraft Company 400A SIN#: RK-244 Owning an undivided Name of Applicant: Interest of: Address: 1.) Dockery Leasing Corporation 6.25% of 100% Shown on Original form hereto 2.) Emeril Air, LLC 6.26% of 100% Shown on Original form hereto 3.) Daniel O. ConwIll, IV 3.125% of 100% Shown on Original form hereto 4.) Advance Beverage Company, Inc. 6.25% of 100% Shown on Original form hereto 6.) Nordic Air, LLC 6.25% of 100% Shown on Original form hereto 6.) 7.) 8.) 9.) 10.) 11.) 12.) 13.) 14.) Signatures: Title: Date: Director of Sales Administration of Flight Options, LLC Acting as Attorney-in-Fact for #1,2,3,4,5 Michael Metera By signing above. the applicant agrees and stipulates (I) to the terms. conditions and certification of the AC Form 8050.1 Aircraft Registration Application. to which this page is Slather, (the 'Application"). (Iit that all of the information set forth on the Application is true and Correct as of this dale. and (Ill) the Application may be executed by the co-owners by executing separate counterpart signature pages. each of witch when so executed and delivered shall be an original. but all such counterparts shall together constitute but one and the same application. SDNY_GM_02755561 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA (x)242483 EFTA01327599 loviyokirLvo 92 et ' ViYOH v73/0 de No lid ivlvVius.10.2 °C hoe Hum 037/16,31m, S SDNY_GM_02755562 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242484 EFTA01327600 8 UNITED STATES OF AMERICA FORM APPROVED D OMB W) 2120-0042 U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION 0 AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES 8 REGISTRATION NUMBER N493LX 2 AIRCRAFT MANUFACTURER 8 MODEL 0 RAYTHEON AIRCRAFT COMPANY 400A O AIRCRAFT SERIAL NO. RK-244 O DOES THIS ,A) I" DAY Oepf- ., 2011 ul HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: Do Not Write In This Block FOR FAA USE ONLY NAME AND ADDRESS PURCHASER (IF INDIVIDUAL (S). GIVE LAST NAME, FIRST NAME. AND MIDDLE INITIAL.) FLIGHT OPTIONS, LLC 6.25% OF 10O% 26180 CURTISS-WRIGHT PARKWAY CLEVELAND, OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS. AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, ANO WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS DAY OF ., 2011. 90 NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPED OR PRINTED) (IN INK) (F EXECUTED FOR (TYPED OR PRINTED) CO-OWNERSHIP. ALL MUST SIGN.) re -. 4°_.-- .... ,.--t DIRECTOR OF SALES w MARM PARTNERS, LLC ADMINISTRATION OF -J -J MICHAEL METERA FLIGHT OPTIONS, LLC • IJJ CO ACTING AS ATTORNEY-IN- FACT FOR MARM PARTNERS, LLC ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FM RECORDING HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY Of THE INSTRUMENT.) ORIGINAL: TO FAA AC form 8050-2 (1109) (NSN 0052-00-629-0003) Supersedes Previous bathos 251:1/1111M. SDNT_GM_02755563 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242485 EFTA01327601 VW0H71NO trI10111/1NO Se 31 kid OCd;SHO? :4£1 :4 011VeilS103111.ffd0HIV ny C311J SDNY_GM 02755564 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA j)0242486 EFTA01327602 8 UNITED STATES OF AMERICA FORM APPROVED @ OMB NO 2120-0042 U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION O AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT 8 DESCRIBED AS FOLLOWS: 0 UNITED STATES 8a REGISTRATION NUMBER N493LX 2 AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A O AIRCRAFT SERIAL NO. RK-244 0 DOES THIS 30 ill1W11 HEREBY SELL, GRANT, TRA FER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: Do Not Write In This Block it FOR FAA USE ONLY P Y NAME AND ADDRESS PURCHASER (IF INDNIDVAL (S). GIVE LAST NAME. FIRST NAME, AND MIDDLE INITIAL.) FLIGHT OPTIONS, LLC 6.25% OF 100% 26180 CURTISS-WRIGHT PARKWAY CLEVELAND, OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS. ADMINISTRATORS. AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 50 m DAY OR , 2011. NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPED OR PRINTED) (IN INK) (IF EXECUTED FOR (TYPED OR PRINTED) CO.OWNERSHIP, ALL MUST SIGN CC DIRECTOR OF SALES w TWO BIG BEARS, LLC . . ADMINISTRATION OF -I -I MICHAEL METERA FLIGHT OPTIONS, LLC LLI U) , ACTING AS ATTORNEY-IN- FACT FOR TWO BIG BEARS, LLC ACKNOWLEDGEMENT (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 (1/09) (NSN 0052.00-629-0003) Supersedes Previous Edition SDNY_GM_02 755565 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242487 EFTA01327603 vWOHV1/10 A110 MOW11510 SO Zr IJd OC d33 HO? NOIIWI ISIS3 814VVOWIV Sivd HIM 0311g SDNY_GM_02755566 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242488 EFTA01327604 8 UNITED STATES OF AMERICA Fang APPROVED :r.J 0 OMB NO 2120-0942 U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION 0 AIRCRAFT BILL OF SALE 3 FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL 0 AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES 8 a REGISTRATION NUMBER N493LX a 0 a AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A O AIRCRAFT SERIAL NO. RK-244 0 DOES THIS 307/11: Y OF ., 2011 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: Do Not Write In This Block FOR FAA USE ONLY NAME AND ADDRESS PURCHASER (IF INOMDUAL (5). GIVE LAST NAME. FIRST NAME. AND MIDDLE INITIAL ) FLIGHT OPTIONS, LLC 6.25% OF 100% 26180 CURTISS-WRIGHT PARKWAY CLEVELAND, OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS. AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER. AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 30 m DAY 0 gj, 2011. NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPED OR PRINTED) (IN INK) (IF EXECUTED FOR (TYPED OR PRINTED) CO-OWNERSHIP. ALL MUST SIGN.) SELLER DIRECTOR OF SALES LLI CORP. ....--.---.-___ ADMINISTRATION OF MICHAEL METERA FLIGHT OPTIONS, LLC ACTING AS ATTORNEY-IN- FACT FOR LLI CORP. ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FM RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2(1(1/09) (NSN 0052.00.629-0003) Supersedes Prevrous Edelen . SDNY_GM_02755567 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242489 EFTA01327605 VII0HrIN0 Alto VW0HV1)10 s2 21. ljd GC d3S 1107 iia N0UVillSi038 liVeO1/1 fly oird SDNY_GM_02755568 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242490 EFTA01327606 FORM APPROVED UNITED STATES OF AMERICA OMB NO 2120-0042 U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION AdemiSTRATION AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N493LX AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS DAY OF au ., 2011 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: Do Not Write In lles Block FOR FAA USE ONLY NAME AND ADDRESS PURCHASER (IF INDIVIDUAL (S). GIVE LAST NAME. FIRST NAME. AND MIDDLE INITIAL.) FLIGHT OPTIONS, LLC 3.125% OF 100% 26180 CURTISS-WRIGHT PARKWAY CLEVELAND, OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOW SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 30 -DAY OF. , 2011. NAME (S) OF SELLER SIGNATURE (S) ' TITLE (TYPED OR PRINTED) (IN INK) (IF EXECUTED FOR (TYPED OR PRINTED) CO-OWNERSHIP, ALL MUST SIGN.) IX DIRECTOR OF SALES w GEORGE H. DAVIS, JR. r ,-__ ADMINISTRATION OF J , CD MICHAEL METERA FLIGHT OPTIONS, LLC DJ ACTING AS ATTORNEY-IN- FACT FOR GEORGE H. DAVIS, JR. ACKNOWLEDGEMENT (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 (1109) (NSN 0052.00-629.0003) Supersedes Previous Edition SDNY_GM_02755569 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242491 EFTA01327607 VHOUV1V0 APO MOWN() 92 ZI Lid 08 d32 1102 as il011V11131038 1.M1081V v. Hl.ih% 03-0:1 SDNY_GM_02755570 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242492 EFTA01327608 FORM APPROVED Fi) UNITED STATES OF AMERICA OMB NO 2120-0042 U. S DEPARTMENT OF TRANSPORTATION FEDERAL AvtATION ACALINISTRATION 0 0 AIRCRAFT BILL OF SALE 0 FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: 0 UNITED STATES REGISTRATION NUMBER N493LX 0 AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. O RK-244 DOES THIS ? DAY OF51O1-., 2011 HEREBY SE L, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: Do Not Write In This Block JI FOR FM USE ONLY D NAME AND ADDRESS PURCHASER (IF INDIVIDUAL (5), GIVE LAST NAME, FIRST NAME. AND MIDDLE INITIAL ) FLIGHT OPTIONS, LLC 6.25% OF 100% 26180 CURTISS-WRIGHT PARKWAY CLEVELAND, OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER. AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 30 - DAY Orem-, 2011. NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPED OR PRINTED) (IN INK) (IF EXECUTED FOR (TYPED OR PRINTED) CO-OWNERSHIP, ALL MUST SIGN.) ...v...e __.-- DIRECTOR OF SALES W PRIME TIME ASSOCIATES, ADMINISTRATION OF -J J LLC MICHAEL METERA FLIGHT OPTIONS, LLC IL CO ACTING AS ATTORNEY-IN- FACT FOR PRIME TIME ASSOCIATES, LLC ACKNOWLEDGEMENT (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 (1109) (NSN 0052.00.6240003) Supersedes Piev,ous Eoilion SDNY_GM_02755571 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242493 EFTA01327609 V710H trIMO 1110 yHolivin 90 Zr Lid CC d3S 110? US 140,,I1.48;laSil m0308314.4VUOdi SDNY_GM_02755572 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242494 EFTA01327610 UNITED STATES OF AMERICA FORM APPROVED OMB NO. 2120-0042 U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION O 0 0 AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 0vc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES 8 a REGISTRATION NUMBER N493LX 9 AIRCRAFT MANUFACTURER & MODEL 0 RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 0 DOES THIS 0 DAY OF ., 2011 U HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: Do Not Write In Toes Block FOR FM USE ONLY NAME AND ADDRESS PURCHASER (IF INDIVIDUAL (S), GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL ) FLIGHT OPTIONS, LLC 12.50% OF 100% 26180 CURTISS-WRIGHT PARKWAY CLEVELAND, OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS. ADMINISTRATORS. AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 3 0 DAY l er., 2011. NAME (5) OF SELLER SIGNATURE (S) TITLE (TYPED OR PRINTED) (IN INK) (IF EXECUTED FOR (TYPED OR PRINTED) CO-OWNERSHIP. AU. MUST SIGN.) DIRECTOR OF SALES SOUTHEASTERN MILLS, INC. ADMINISTRATION OF -J MICHAEL METERA FLIGHT OPTIONS, LLC cn ACTING AS ATTORNEY-IN- FACT FOR SOUTHEASTERN MILLS, INC. ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FM RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUME NT.) ORIGINAL: TO FAA AC Form 8050-2 (1/09) (NSN 0052.00-629.0003) Supersedes Piewous Edition SDNY_GM_02755573 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242495 EFTA01327611 ViSOHI/1)10 Alto VIIONVM0 92 ZI Lid OS d3S 110? 60 t1011VVIS183211P78081V NIIM 03113 SDNY_GM_02755574 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242496 EFTA01327612 8 UNITED STATES OF AMERICA FORM APPROVED OMB NO. 2120-0042 U. S DEPARTMENT OF TRANSPORTATION FEDERAL Amnon ADMINISTRATION 0 AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ow THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT 8 DESCRIBED AS FOLLOWS: UNITED STATES 8 REGISTRATION NUMBER N493LX a 0 AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A N AIRCRAFT SERIAL NO. O RK-244 0 DOES THIS DAY OF ., 2011 a HEREBY SELL, GRANT, TRA SFER AND 1) DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: Do Not Wnte In This Block FOR FM USE ONLY NAME AND ADDRESS PURCHASER (IF INDIVIDUAL (S), GIVE LAST NAME. FIRST NAME, AND MIDDLE INITIAL.) FLIGHT OPTIONS, LLC 3.125% OF 100% 26180 CURTISS-WRIGHT PARKWAY CLEVELAND, OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS. AND ASSIGNS TO HAVE AND TO HOW SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS "I DAY 0 , 2011. NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPED OR PRINTED) (IN INK) (IF EXECUTED FOR (TYPED OR PRINTED) CO-OWNERSHIP, ALL MUST SIGN.) SELLER DIRECTOR OF SALES AIR LEADER, INC. r it ADMINISTRATION OF MICHAEL METERA FLIGHT OPTIONS, LLC ACTING AS ATTORNEY-IN- FACT FOR AIR LEADER, INC. ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FM RECORDING. HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (1/09) (NSN 0052.00429-0003) Supersedes Previous Edlion SDNY_GM_02755575 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242497 EFTA01327613 VHOHnuo Al/0 Vii()Hrow 21 92 Lid °C d33 tie tiouvinSI038 14V80?; • t'VJ HUM 03113 SDNY_GM_02755576 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242498 EFTA01327614 U.S. Department Flight Standards Service P.O. Box 26604 of Transportation Aircraft Registration Branch. Oklahoma City. Oklahoma 73125.0604 AFS-760 (405) 954-4206 Federal Aviation Ton Free: 1866.7044716 WEB Address: http://registry.faa.gov Administration Date of Issue: June 8, 2011 FLIGHT OPTIONS LLC SOUTHEASTERN MILLS INC ET-AL FLIGHT OPTIONS LLC 26180 cuRTIss WRIGHT PKWY RICHMOND HEIGHTS, OH 44143-1453 111111I1II III II I I ll I I I IIII II I II II II I II IIIIIII I II HAND DELIVERED TO IATS IN THE PD ROOM TI 3420 This facsimile must be carried in the Aircraft as a Temporary Certificate of Registration for N493LX RAYTHEON AIRCRAFT COMPANY 400A Serial RK-244 and is valid until Jul 08, 2011. This is not an airworthiness certificate. For airworthiness information, contact the nearest Federal Aviation Administration Flight Standards District Office. for Walter Binkley Manager, FAA Aircraft Registry, AFS-750 Federal Aviation Administration .115.750-FAX-1(03 10) SDNY_GM_02755577 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242499 EFTA01327615 SDNY_GM_02755578 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242500 EFTA01327616 Declaration of International Operations 8 to The Owners listed below: 1.) Southeastern Mills, Inc. 12.50% of 100% L 2.) Prime Time Associates. LLC 6.25% of 100% 3.) Dockery Leasing Corporation 6.25% of 100% 4.) George H. Davis, Jr. 3.125% of 100% 5.) Emeril Air, LLC 6.25% of 100% 6.) Air Leader, Inc. 3.125% of 100% 7.) Two Big Bears, LLC 6.25% of 100% 8.) Daniel 0. Conwill, IV 3.125% of 100% 9.) Marm Partners, LLC 6.25% of 100% 10.) Advance Beverage Company, Inc. 6.25% of 100% 11.) LLI Corp. 6.25% of 100% 12.) Nordic Air, LLC 6.25% of 100% 13.) Flight Options, LLC 28.125% of 100% 14.) 15.) as the owner(s) of aircraft N493LX , Manufacturer Raytheon Aircraft Company Model 400A Serial Number RK•244 declares that this aircraft is scheduled to make an international flight on June 10. 2011 as flight number 1 departing. Richmond Heights, Ohio, Cuyahoga County Airport with a destination of Peterborough Ontario, Windsor Ontario Airport Expedited registration in support of this international flight is requested this 6th day of June 2011 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 thant 5 years, or both. 18 U.S.C. 1001(a) Name of Owner(s): SEE LIST ABOVE Signature: Typed Name of Signer: Michael Metera Title: Director of Sales Administration of Flight Options. LLC acting as Attorney-In-Fact for # 1.2.3.4.5.6.7.8.9.10.11.12 Signature: Typed Name of Signer: Michael Metera Title: Director of Sales Administration of Flight Options. LLC for #13 SDNY_GM_02755579 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242501 EFTA01327617 %ft-IOW/1)10 ALIO VW0HVINO hS 01 W% 0 8 Nnr uez ea NO117e1SICILI liVE3NIV VVi WW1, 03113 SDNY_GM_02755580 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242502 EFTA01327618 FORM APPROVED OMB No.2120-0042 LeaTED STATES Cc AMERICA CEPART MEM Cf TFLANSIPORTATION Meat AVIATION AMMNIMIATIONIMA motram Aeleartuneat. Ceara O MACPAFT PEOSTPATO1 APPLICATION CERT: ISSUE DATE UNITE0sTA N a REGISTRATION NJTEsMR /A amy NRCRAFT NWILIFACTURER 8 ECOEL Raytheon Aircraft Coipany CA AMMAR SERIAL Nia 0 RK-244 FOR FAA USE ONLY TYPE OF REGISTRATION ICMCJI One toe 0 1. IndvkAsel 02. Partniap 03. Catepamotion W. Co-Owner 0 S. Greenvywa 0 B. Non-CAuen Coparatien 0 9. NonCnIzen°xi:anon Co-Owner NAME CP APPUCANI remar) Mon en audanat of ounowsreo.itindleauat gem sot sea Erst wok endRase deit) 13.) Flight Options, LLC 28.125% of WO% • (See Attaclwent dAied to -st-ir) TELEMCME µIAIMS ( I ACOPESS remanent MangMr ou t el PO eon a used. ralacel acticas mei MO be Omni orts, Navas a yea 26180 Culiss-Hright Parkway lint Ma PO. Ike: CM DP 000E Riclwond Heights CH 44143 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 Mae Or ddhonesi mow to tea Masao, in ms larMeen ova be (Mama 'a poneshaan b/ ree at mentOmont N Cala Tile It Sec IOW). • CERTIFICATION LME CERTIPr Pt That Marna same Is orma by ay Loolname molar& wao le 5 Oar OterteLtg COrMateMI el the Utam Same Ira Wing Ina,. Leto nem a slaw 1.0 Cite0( Car AS AaPnOMIATF I A Marl It ,401 awn ?Kaaren Form 14Si or form i...0a No b A nonattan coon:ratan araleal and clang business alder TM limn of lin* Inc tatti rata a basal OM pelmet MO el V* United Sum Roams cy Rani noun ite iirlalibie Icy iniewo., , 0) Ms re ameti a not agreed undo tto lion of any Orden coney. and 0 Ins logs entleria Of corona..5 amorae a lOS Dan (ad tam ea Coon A exon Aar,' net,aeon. NOTE: N executed to, corouneeslup all apoldalts must son. Use 'worse $40 d necessary TYPE OR PRINT NAME BELOW SIGNATURE : Te l SIGNATUR a TITLE Director of Sales Adri)tstraticn EACH PART OF THIS e,....- of Flight Options, LLC ip —g—i I APPLICATION MUST SIGNATURE TOLE u.tr. Michael *ten SE SIGNED IN INK. StOmOURE TITLE OATS NOTE Prow mama of It CelArato of Awe* Migtaratin the Mar My be mass weavedrainy:0ns as 600. dung tetten Ilao tee Pim way of the sowMdn mutt t• Cried In re ekan. PC Earn BOSO1 11/09)RISN 00524:060140371$000000 Plpga Etatan SDNY_GM_02755581 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00242503 EFTA01327619 • • VNOHV})10 ADO VI4OH V 1)10 hS ca wu 18 Nnr 1102 40 HOU VtlISIOld VVd HUM 03 -Ili SDNY_GM_02755582 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA 00242504 EFTA01327620 ATTACHMENT TO AIRCRAFT REGISTRATION APPLICATION Ctet+e 4 (p4-11 Reg 6: N493LX Model: Raytheon Aircraft Company 400A S/NII: RK-244 Owning an undivided Name of Applicant: Interest of: Address: 1.) Southeastern Mills, Inc. 12.50% of 100% Shown on Original form hereto 2.) Prime Time Associates, LLC 6.25% of 100% Shown on Original form hereto 3.) Dockery Leasing Corporation 6.25% of 100% Shown on Original form hereto 4.) George H. Davis, Jr. 3.126% of 100% Shown on Original form hereto 5.) Emerft Air, LLC 6.25% of 100% Shown on Original form hereto 6.) Air Leader, Inc. 3.125% of 100% Shown on Original form hereto 7.) Two Big Bears, LLC 6.25% of 100% Shown on Original form hereto 8.) Daniel O. ConwIll, IV 3.125% of 100% Shown on Original form hereto 9.) Mann Partners, LLC 6.25% of 100% Shown on Original form hereto 10.) Advance Beverage Company, Inc. 6.25% of 100% Shown on Original form hereto 11.) LLI Corp. 6.25% of 100% Shown on Original form hereto 12.) Nordic Air, LLC 6.25% of 100% Shown on Original form hereto 13.) 14.) 15.) 16.) Signatures: Title: Date: Director of Sales Administration of Flight Options, LLC Acting as Attomey-in-Fact for 81,2.3,4,5,6,7,8.9.10.11.12 Michael Melera By signing above, the applicant agrees and stipulates (I) to the terms. conditions and certification of the AC Firm 8050-1 Aircraft Registration Application. to which this page is attached (the 'Application"), (II) that all of the information sel forth on the Appbcabon is true and cuffed as of INs date. and (Ill) the Application may be executed by the co-owners by executing separate counterpart signature pages. each of which when so executed and delivered shad be an original, but an such counterparts shall together constitute but one and the same application. SDNY_GM_02755583 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242505 EFTA01327621 1714 14V 1M0 AI* V0W0HV1X0 hS Or 1J11i 8 NAP 1101 an koinsisina V Vd id /aorn" 03114 SDNY_Givi_02 755584 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242506 EFTA01327622 UNITED STATES OF AMERICA FORM APPROVED OMB NO. 21204042 U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N493LX AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS 2N° DAY OF JUNE, 2011 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: Do Not Write In This Block FOR FM USE ONLY NAME AND ADDRESS PURCHASER (IF INDMDUAL (5), GIVE LAST NAME. FIRST NAME, AND MIDDLE INITIAL) FLIGHT OPTIONS, LLC 6.25% OF 100% 26180 CURTISS-WRIGHT PARKWAY CLEVELAND, OH 44143 DEALER CERTIFICATE NUMBER AND TO ' EXECUTORS. ADMINISTRATORS. AND ASSIGNS TO HAVE AND TO HOW SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS DAY OF JUNE, 2011. NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPED OR PRINTED) (IN INK) (IF EXECUTED FOR (TYPED OR PRINTED) CO-OWNERSHIP, ALL MUST SIGN.) 7....40,2_________ DIRECTOR OF SALES SELLER FREEDOM AIR ADMINISTRATION OF INTERNATIONAL, INC. MICHAEL METERA FLIGHT OPTIONS, LLC ACTING AS ATTORNEY•IN- FACT FOR FREEDOM AIR INTERNATIONAL, INC. ACKNOWLEDGEMENT INOT 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 (11N) (NSN 005240-629-0003) Supersedes Previous Edition SDNY_GM_02755585 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_00242507 EFTA01327623 VI40{ :1510 A110 VI:ONV1)10 hS 01Wd d 8 NOP 1101 218NOLLVeLS:93d 0311d SDNY_GM02755586 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242508 EFTA01327624 •- — — —- FORMAPPROAID CMSNo.2120-0042 UNITEDSTATESOF AMERICA CEPARTMENT CF TRANSPORTATION POWs AwaS AemenISTIONSKE broodsOre AMOsunCou. an • ASCRAFT REOLSTRATON APPLICATION CERT: ISSUE DATE a FEGIVITRAVIIIIRISER N 493D( . "RPEnTirer&rearipany 400A "91F-5Tt w FOR FAA USE ONLY TYPE OF REOISTRATION KS0 Ono 000 O r minims 02. Partninh0 03. CaDO/IttOn Me. CD'Ooda0 0 5. GOvenTnent O 0 B. Non-Otaton Capaa101 O S. ISIlattsiCorporatS1.00-0aner - . NAME Pi APPUCANT ‘PonatISPsolSOIrs ( owner/IS. IImoats. OS IS nfl. TS roma and SIS St) 1.) stroitka Mr, Inc. 6.252 of 100% • (See AttactnEnt Aa4ed /- ti—// mote* MANtri I 1 ACOFESS ens' sing frityle P.O. 80x 0 vie0. physal adass MN/ INOte 0)0s) . PO. 26180 Curtiss-WriOt Parkway N— and newt And Ittarx PO. Box: OTY SURE NP 3 Richard Heirs ON CI 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 Sao eisiss1am.* so any quirtem, ,n ths Appkstissrf 0, sesoS TM1 ptewss br M. And.. ', Wien's° , N) S. Cale. Ts It Sec 1000 • CERTIFICATION LAW CERTIFY. IN Ma tn. moos Wenn If 0..90 by ire LaMessnici opplcom. Sp is a cgs, 0.0.0). COMOratCeN 0 Ow WINE Slain rce vow* nn'. arm two 0 trysts 1.0n CHECK ONUS APPROPRIATt . A risks ale. sh Se motirals (Porn 1.151 0.Fos 1.5511 No. b. A nco•-els co-was orgiontead and 01.0. butielS ufiCISCPe WsPINS UelaVere °n° siss,,n261trelletIMPlifirKirtilerffilergertirSitt te (3) TS SS)," a not minis. SIPIS SO at wry long. country; SI Is bes OKI w, re Fedfl Anson adoonninnen. 0) That St .I.A0tris el oorsho is SS WPM NOTE: It executed for co-ownermp al appicams must sin. Use reverse scle II necessary. TYPE OR PRINT NAME BELOW SIGNATURE SIGNATURE TITLE V P 14k)le A/C Sates & Acquisitions EACH PART OF THIS of FLIQIT OPTIONS, LLC r. o? /All Ce---- ---- SKINATuRE APPLICATION FAUST Ting acting as Attorney-In-fie Edward T. McDonald for Slinitica Air, Inc. BE SIGNED IN INK SIGNATURE TITLE DATE NOTE Ponds; recap of SC01.00) 0 Alta filloifill•WIA. the idemA psi be testsb. a cad not nears N90 eye ae %Nthla me Mk 020/ 0 IS opPlcsis sot be sr.). M enss. AC tam1050-I WOES(MN00:4-0042B0007)Retuned.Neve.Eaton SDNY_GM_02755587 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA 00242509 EFTA01327625 • VIIONV1510 A110 VPIONV1/10 6S Qj WU /I? Pr;tif 110? U8 11011'.....4.111038.1.1VUOSIV VVA H11M 03111 SDNY_GM_02755588 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA 00242510 EFTA01327626 ATTACHMENT TO AIRCRAFT REGISTRATION APPLICATION IIhi_ef Reg #: N493LX Model: Raytheon Aircraft Company 400A SIN#: RK-244 Owning an undivided Name of Applicant: Interest of: Address: 1.) Shmitka Air, Inc. 6.25% of 100% Shown on Original form hereto 2.) Southeastern Mills, Inc. 12.60% of 100% Shown on Original form hereto 3.) Prime Time Associates, LLC 6.25% of 100% Shown on Original form hereto 4.) Dockery Leasing Corporation 6.25% of 100% Shown on Original form hereto 5.) George H. Davis, Jr. 3.125% of 100% Shown on Original form hereto 6.) Emerll Air, LLC 6.25% of 100% Shown on Original form hereto 7.) Air Leader. Inc. 3.125% of 100% Shown on Original form hereto 8.) Two Blg Bears, LLC 6.25% of 100% Shown on Original form hereto 9.) Daniel O. Conwlll, IV 3.125% of 100% Shown on Original form hereto 10.) Mann Partners, LLC 6.25% of 100% Shown on Original form hereto 11.) Advance Beverage Company, Inc. 6.25% of 100% Shown on Original form hereto 12.) LLI Corp. 6.25% of 100% Shown on Original form hereto 13.) Nordic Air, LLC 6.25% of 100% Shown on Original form hereto 14.) Flight Options, LLC 21.875% of 100% Shown on Original form hereto 15.) 16.) Signatures: Title: Date: V P of Whole Aircraft Sales Acquisitions of Flight Options, LLC Acting as Attorney-in-Fact for #2.3,4,5,6,7,8.9,10,11,12,13 McDonald V P of Whole Aircraft Sales & Acquisitions of Flight Options. LLC for #14 Edward T. McDonald By signing above. the applicant agrees and stipulates (I) to the terms. conditions end certificalion of the AC Form COW Antraft Registration Application, to ?Mich this page is attached (the "Application"). (II) that all of the information set forth on the Appliadion is mm arid cured as of this date. and (Ill) the Application may be executed by the co-owners by executing separate counterpart signature pages. each of which when so executed and delivered shall be an original, but all such counterparts shag together constitute but one and the same application. SDNY_GM_02755589 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0024251 I EFTA01327627 Vil0HVDIO ALIO 'MOWN° 6.S at Liu h7 Nur Rol a9 NONSeilSIO?d IdnIONIV VV4 HAIM 03112 SDNY_GM101_02755590 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002425 12 EFTA01327628 DOCUMENT LEVEL ANNOTATIONS TYPE OF REGISTRATION IS # 9. NON-CITIZEN CO-OWNER SDNY_GM_02755591 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242513 EFTA01327629 SDNY_GM_02755592 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242514 EFTA01327630 UNITED STATES OF. AMERICA FORM APPROVED OtAB NO 2120-0042 U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNERS) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N493LX AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS 13 I" DAY OF DEC ., 2010 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: Do Not Write In This Walt FOR FM USE ONLY NAME AND ADDRESS PURCHASER (IF INDMDUAL (S). GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL.) FLIGHT OPTIONS, LLC 3.125% OF 100% 26180 CURTISS-WRIGHT PARKWAY CLEVELAND, OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS. ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 13 DAY OF DEC., 2010. NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPED OR PRINTED) (IN INK) (IF EXECUTED FOR (TYPED OR PRINTED) CO-OWNERSHIP, AU. MUST SIGN.) re ASCENT II, LLC VP WHOLE AIRCRAFT SALES & ACQUISITIONS OF EDWARD T. MCDONALD FLIGHT OPTIONS, LLC CTING AS ATTORNEY-IN-FACT FOR ASCENT II, LLC -A-CWIVOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FM RECORDING: HOWEVER, MAY BE REQUIRED BY L LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 ( I/09) (NSN 0052-00-629-0003) Supersedes Previous Edition SDNY_Glvl_02755593 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_002425 I 5 EFTA01327631 yivoinnuo 1110 VPIONV1510 6S OI WO ha Nit floe 11a 11011Vd1S10321 1.41/110SIV VV4 HIM 03114 SDNY_GM_02755594 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242516 EFTA01327632 z UNITED STATES OF AMERICA FORM APPROVED OMB NO. 2120-0042 N U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION 0 0 AIRCRAFT BILL OF SALE 0 FOR AND IN CONSIDERATION OF $1.00 ovc THE *.0 0 UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: 0 UNITED STATES 8 a REGISTRATION NUMBER N493LX 110241110252 0 AIRCRAFT MANUFACTURER & MODEL $ .on 01/24/2011 RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS 1 81 DAY OF OCT., 2010 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: Do Not WM* In This Bloch FOR FAA USE ONLY NAME AND ADDRESS PURCHASER (IF INDNIDUAL (5). GIVE LAST NAME. FIRST NAME. AND MIDDLE INITIAL ) FLIGHT OPTIONS, LLC 6.25% OF 100% 26180 CURTISS-WRIGHT PARKWAY CLEVELAND, OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS. ADMINISTRATORS. AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER. AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS DAY OF OCT., 2010. NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPED OR PRINTED) (IN INK) (IF EXECUTED FOR (TYPED OR PRINTED) CO-OWNERSHIP. ALL MUST SIGN.) VP WHOLE AIRCRAFT rt w ROBERT L. EMERY AND • -e----------- SALES & ACQUISMONS OF J -I DANA M. EMERY-TRUSTEES EDWARD T. MCDONALD FLIGHT OPTIONS, LLC LU U) ACTING AS ATTORNEY-IN-FACT FOR ROBERT L. EMERY AND DANA M. EMERY - TRUSTEES ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Forth 8050-2 (1/09) (NSN 0052-00.629.0003) Supersedes Previous Eddies, SONY_GM_02755595 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFFA_00242517 EFTA01327633 triv0Hrolo 6S 0 T h2L He t - Nur 110? d HAN ;347,1183ditf SDNY_Mil_02755596 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242518 EFTA01327634 FORM APPROVED i We Na ElE0-0042 D Q Winn) STATES Or AMEMCA OEPARTICHICSIRMSPORTAnON meow MW AmminumaimINEROMOserranaNwRICAL COMM • • • IJRCRAFTREGISTRM10EI AFPUCATION CERT: ISSUE DATE UNITED STATES REGiSTRATION NUMBER N 493LX . AnctigENWFAITeidfictorpany 403A e micate_vir.no FOR FM USE ONLY TYPE OF REGISTRATION (CANA One 004 Ol. IIIMINUTI 02. Partnership 03. Corporolka gii. Co-OWTS O S. Swimming O B. Non-Citizen Corporeal O 9. Non-Cilirao COMMIS, CO-OWN. .. WAN CS APFUCANTIOnis)Mom On Nichree of emetic. It moor. fp* Si MOM Arm mom BA Aims MIRO • 1.) Shnitka Air, Inc. 6.25% of 100%% C See Attactnent dui -eel I - II - II) TEUVICNINUIRBER: ( I ACORNSrenntemaling abdight Ila epertklyamPO. Box is Walk ormiall alb•ss sum So be wan) 26180 Ca-Liss-Wright Peony • Nets End we Nail NNW PO. Sac CITY STATE apps43 Rich-to:1 Heights ai D. CHECK HERE IF YOU AREONLY REPORTING A CHANGE OF ADDRESS . ' ATTENTION! Read the following statefnent DOOM signing this application. - This portion MUST be completed. A las* at dationyai areas ia. any (layman or In applealian nay be grandma. punNm0a ta ine ands art arniat N COOL TOE IT. See 1001j • CERTIFICATION LAW CERTIFY NI Ns of* Man naafi n caned by no wain/rod aapialia. warp 4 a Carel laCtudag commons/ al ITN Notion Sulea ONE Nang INN me mi. ol (Vaal 3 Or CAECI( ONE A$ APPROPRWE a A mgr., aim. sin min temairtm (Form 1.151 c, Fenn 1.551) No b )4 A -.0ncann cowaton 0.30Thital Yid doing ovum: unOty Ma lain 01 uetasere arcaj; Iasi*, ...Norm to Z . . 1 Acl " ''' 9.11 C141136 Tif Neg' h—Ordiet °a 0 That no arcrat a no! Yricatae0 War the iaas of eery V." coun(is ad (3) Tait Seca eadaiaa 010avirtip is winked ce has been INd am tay Fain knot an Aro...wean. NOTE: II 000/WIC ao-Ovenabhil3 dl al:Meants nileSI sr User,.',. 'Me el realMIWY. TYPE OR PAINT NAME BELOW SIGNA1URE SIGNATURE mu V P Illivle A/C Salvo E &MIASi LIM] EACH PART Of THIS — actggFli GNItggaditi-ii& I -I 1-1 I TITRE fir &ow Air, ILL APPLICATION MUST SIGNATURE DATE Ed,ard T. McDonald SC SIGNED IN INK. SMARM TIRE LATE NOTE P•101113 Mal% SOW Ciliaabli• Of Arafat ANMentim The *vat my to monadSc Fero/ nal novas oI90 day> Sane ~Ma me PINK my al TM applcalEm mull b polled el Mt NUM. AC Fe:M*3504 0752-03-432.40011&peseta,Pnhicts Leto, SDNY_GA4_02755597 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00242519 EFTA01327635 • • VP4OHV1)10 Alto MO/4MM SS ( bid rr Nur ige 88 U008/ 91038 IdtitIOU I bbd H/IM 03114 ill SDNY_GM_02755598 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA 00242520 EFTA01327636 ATTACHMENT TO AIRCRAFT, REGISTRATION APPLICATION eikle el I II Reg #: N493LX Model: Raytheon Aircraft Company 400A SIN#: RK-244 Owning an undivided Name of Applicant: Interest of: Address: 1.) 2.) Southeastern Mills. Inc. 12.60% of 100% Shown on Original form hereto 3.) Ascent II, LLC 3.125% of 100% Shown on Original form hereto 4.) Prime Time Associates, LLC 6.25% of 100% Shown on Original form hereto 5.) Dockery Leasing Corporation 6.25% of 100% Shown on Original form hereto 6.) George H. Davis, Jr. 3.125% of 100% Shown on Original form hereto 7.) Emeril Air, LLC 6.25% of 100% Shown on Original form hereto 8.) Alr Leader, Inc. 3.125% of 100% Shown on Original form hereto Robert L. Emery & Dana M. Emery • 9.) Trustees 6.25% of 100% Shown on Original form hereto 10.) Two Big Bears. LLC 6.25% of 100% Shown on Original form hereto 11.) Daniel 0. Conwill, IV 3.125% of 100% Shown on Original form hereto 12.) Marm Partners, LLC 6.25% of 100% Shown on Original form hereto 13.) Advance Beverage Company. Inc. 6.26% of 100% Shown on Original form hereto 14.) LLI Corp. 6.25% of 100% Shown on Original form hereto 15.) Nordic Air, LLC 6.25% of 100% Shown on Original form hereto 16.) Flight Options. LLC 12.50% of 100% Shown on Original form hereto 17.) Signatures: Title: Date: V P of Whole Aircraft Sales & Acquisitions of Flight Options, LLC Acting as Attorney-in-Fact for #2,3,4,5,6,7,8,9,10,11,12,13,14,15 Edward T. McDonald V P of Whole Aircraft Sales & Edward T. McDonald Acquisitioni of Flight Options, LLC for #16 I--II-1/ By signing above. the applicant agrees and stipulates (I) to the terms. condthons and certification of the AC Form 6050-1 Aircraft Registralion Application. to which this page is attached (the 'Application"). (II) that all of the information set forth on the Application is true and correct as of this date. and (III) the Application may be executed by the co -owners by executing separate counterpart signature pages. each of Mich when so executed and delivered shall be an original, but all such counterparts shall together COOSIOLAO but one and the same application. SDNY_GM_02755599 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 0024252I EFTA01327637 VII0HV1W0 ADO VPIOHV/NO SS f Wd It Nur UV tie 11011V81.51P8 idtte VVd HUM 03114 SDNY_GNL02755600 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242522 EFTA01327638 DOCUMENT LEVEL ANNOTATIONS SOLD SDNY_GM_02755601 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242523 EFTA01327639 SONY_GM_02755602 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242524 EFTA01327640 z UNITED STATES OF AMERICA FORM APPROVED OMB NO 2120.0C42 d U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION 0 0 AIRCRAFT BILL OF SALE a FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: 0 UNITED STATES REGISTRATION NUMBER N493LX 0 AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. 2 a RK-244 a I DOES THIS 26 DAY OF AUG., 2010 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS. TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: Do Not Write In This Block FOR FAA USE ONLY NAME AND ADDRESS PURCHASER (IF INDIVIDUAL (S). GIVE LAST NAME. FIRST NAME. AND MIDDLE INITIAL.) FLIGHT OPTIONS, LLC 6.25% OF 100% 26180 CURTISS-WRIGHT PARKWAY CLEVELAND, OH 44143 $5.00 01/11/2011 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS. AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER. AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 261" DAY OF AUG., 2010. NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPED OR PRINTED) (IN INK) (IF EXECUTED FOR (TYPED OR PRINTED) CO-OWNERSHIP, ALL MUST SIGN.) SELLER VP WHOLE AIRCRAFT JHPH, LLC ' it.....---- ---- SALES & ACQUISITIONS OF EDWARD T. MCDONALD FLIGHT OPTIONS, LLC ACTING AS ATTORNEY-IN-FACT FOR MPH, LLC ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FM RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (1/09) (NSN 0052-00-629-0003) Superset:1es Previous Edition SDNY_GM_02755603 • SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242525 EFTA01327641 MONV1W0 All0 V1,101-11)10 SS I Wd II NV HOZ aB t101.1318181038 1.317808IV VV3 HIM 0311d • SDNY_GM_02755604 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242526 EFTA01327642 POW APPROVED N. 70040E UNITED STATES Cf MAERICA DEPARTMENT Cf TRANSPOWATKIN MEWL NAPS ANsermarswal NENNORY PAREINERWIL COM AIRCRAFT REGISTIVEION APPLICATION CERT. ISSUE DATE 3 IP•TEO MIES u4g3Lx a woarnwo,, NUMBERII a nava" MANURICTURER a ACM 3 Raytheon Aircraft Ccepany 403A ,. AIRCRAFT WEAL W. RC-244 FOR FM USE ONLY N TYPE Of IWGISTIMIVA OWN Ws WO Iii pt. MEMOS 13 E. PIIIIIWIWO 0 a COWES XO 4. Coawrow Os. Don 0 a.."`"." 9, NAME OF AMCOR rimen nen te Oldiee• a ONNIONII • WAS Ms in My* 6. 1MI. NW Ef••• WEWEI 1.) Stritka Air, Inc. 6.25% of 100% Ill (See Attachrent aC0ttA ILI - I' 1w ) MS-PHONE NUMBER: ( I Alan/ (IWFRARI m•erirgr ?LIPPP KERWIN& pins Sas must Op 00 Own) t• /RSA IPOIREPt options, L Meer WO ow 26180 artiss-Wright Parkway Real Rya: FO. Ow CITY SLOE DP CODE RiChi rald Heights OH 44143 0 CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENDONI Reed the lollointo *tannin before signing this application. This portion MUST be completed. A 11010 a 01101~ Re am We 11.40m P In Oppliteem nee w pewee As pinneeni bp In as! of even-men (US Cos. Tea E. Sec MI CERTIFICATION • IWE CERTIFY III 0 WE Etow wan e awed Cy I. fanirld WSW, NW oaf/on KESS, cowmen, an WNW Slant for .NOM. WO ow* 01 MeMe 1 le OWN OM AS APPROIIVATE. A 0 A NESE SW. WA OWN Rep noon (Form 1.151 a row IEEE Na. e. cm *nem =maim amainems no tune an M Ewa/mai Del aware r...12,7-2ttgo'aversNeithrottorittafterrit5.713tIVM-3"' ta net no ens a S sowed atm re um ot we mem oxen. W PI WEI mpi nen a omen, is ant a me en Wo sin to fees Anna, Adeellenen NOM: a amain ICI commenno al sonatas mull sign use nen 540 11 massy TYPE OR PRIST NAME BELOW SIGNATURE SIONATURE P lbole A/C Sales & Trilt V si era Ii i of FLIY,HI OPTIONS, LIC W els to t, T son , mu actingas Attcney-1 i aerd T. PcDonald for Shnitka Air, Inc. Al sown TITLE OATE 101E FMS Ronnie. Cann a mom AsIers s soil es w mead b aws fa Al aces 0 50 Sys, any isch rse Ey RNA ocf/ t• fa appkolon mow to coNoS le re emit AC Mmii IOWA (KO) (00620)4289:071 SDNY GM 02755605 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA 00242527 EFTA01327643 0 VHOHV1)10 A110 V$10HV1)10 LS IT WU 0£ RN 010Z ve NOW/HISID38 liV11001V VVA H11M 03114 SDNY_GM_02755606 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00242528 EFTA01327644 ATTACHMENT TO AIRCRAFT REGIpTRITION APPLICATION acti(ka solo Reg fr: N493LX Model: Raytheon Aircraft Company 400A SiNft: RK-244 Owning an undivided Name of Applicant: Interest of: Address: 1.) 2.) Southeastern Mills, Inc. 12.50% of 100% Shown on Original form hereto 3.) Ascent II, LLC 3.125% of 100% Shown on Original form hereto 4.) Prime Time Associates, LLC 6.26% of 100% Shown on Original form hereto 5.) Dockery Leasing Corporation 6.25% of 100% Shown on Original form hereto 6.) JHPH, LLC 6.25% of 100% Shown on Original form hereto 7.) George H. Davis, Jr. 3.125% of 100% Shown on Original form hereto 8.) Emerll Alr, LLC 6.25% of 100% Shown on Original form hereto 9.) Air Leader, Inc. 3.125% of 100% Shown on Original form hereto Robert L. Emery & Dana M. Emery - 10.) Trustees 6.25% of 100% Shown on Original form hereto 11.) Two Big Bears, LLC 6.25% of 100% Shown on Original form hereto 12.) Daniel O. Conwill, IV 3.125% of 100% Shown on Original form hereto 13.) Mann Partners, LLC 6.25% of 100% Shown on Original form hereto 14.) Advance Beverage Company, Inc. 6.25% of 100% Shown on Original form hereto 15.) LLI Corp. 6.25% of 100% Shown on Original form hereto 16.) Nordic Air, LLC 6.25% of 100% Shown on Original form hereto 17.) Flight Options. LLC 6.25% of 100% Shown on Original form hereto Signatures: Title: Date: V P of Whole Aircraft Sales & Acquisitions of Flight Options, LLC Acting as Attorney-in-Fact for #2.3.4.5.6,7.8.9,10,11.12.13,14,15,16 2..43 Mc V P of Whole Aircraft Sales & Acquisitions of Flight Options, LLC for #17 Edward T. McDonald By signng above, the applicant agrees and stipulates (B to the terms. conditions and certification of the AC Form 8050.1 Aircraft Registration Application. to which this page is attached (the "Application'). (II) that as of the ',formation set forth on the Application is true and correct as of this date. and (ill) the Application may be executed by the co-owners by executag separate coinlerpan signature pages. each of which when so executed and delivered shall be an original, but all such counterparts shall together COMMA. but one and the same application SDNY_GM_02755607 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242529 EFTA01327645 VHOHV1NO VW0WilN0 LSUWY OC !ION MR US NOLI.MLSIODJ VV.4 HIM 03112 SDNY_GM_02755608 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242530 EFTA01327646 FORM APPROVED OMB NO. 2120-0042 UNITED STATES OF AMERICA 8 IJ U t MPARTMIT I MAMPORTAMIN MOMMUMMIMIIIITRIUMI 0 AIRCRAFT BILL OF SALE 0 0 FOR AND IN CONSIDERATION OF $1.00 ovc THE 0 2 UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES- J CRIBED AS FOLLOWS: . 0 UNITED STATES REGISTRATION NUMBER N 493LX a0 AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A 1 AIRCRAFT SERIAL NO. 1"..! RK-244 0 0 DOES THIS30 TN DAY OF J0V., 2010 0 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS 0 Do Nol Write in This Block IN AND TO SUCH AIRCRAFT UNTO: FOR FAA USE ONLY 3 NAME AND ADDRESS (IF INDIVIDUAL (Sy GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL.) PURCHASER NORDIC AIR, LLC 6.25% OF 100% 26180 CURTISS-WRIGHT PARKWAY RICHMOND HEIGHTS, OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER. AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 30TH DAY OFNOv., 2010 NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPED OR PRINTED) (IN INK) (IF EXECUTED FOR (TYPED OR PRINTED) CO-OWNERSHIP. ALL MUST SIGN.) SELLER FLIGHT OPTIONS, LLC e..----- --- VICE PRESIDENT WHOLE AIRCRAFT EDWARD T. MCDONALD SALES 8 ACQUISITIONS ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER, MAY BE REQUIRED 8Y LOCAL LAW FOR VALIDITY OF THE INSTRUMENT. ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition • 55.0 SDNY_GM_02755609 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242531 EFTA01327647 VOIONV1NO ALIO VWOHY1)10 LS II WY OE RON 0103 lAVHOWV as NOIIVUIS10313031IA VVA HIM SDNY GM 02755610 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242532 EFTA01327648 8 RELEASE 0 210 FO Financing, LLC (the "Secured Party"), as the secured party under the Mortgage(s) (described and defined in Annex I attached hereto), hereby: (i) releases from the terms of the Mortgage(s) all of its right, title and interest in and to the collateral covered thereby (including but not limited to the Airframe and Engines described on Annex I) and (ii) discharges the full international interests created by the Mortgage(s) and represented by the International Registry a File Numbers described on Annex I. a Dated: __At etl, 2010 a0 [The remainder of this page is intentionally left blank] O a 0 CO 3 T D SDNY_GM_02755611 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242533 EFTA01327649 VNIOHV1NO All0 VIIONV1)10 SZ ZI lid OE PION OZOZ $8 NOLINKS1038 10838IV VV4 HIM 03114 SDNY_GM_02755612 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 1O, 15, and 17 EFTA 00242534 EFTA01327650 IN WITNESS WHEREOF, the undersigned has executed this Release as of the dated noted above. FO Financing LLC By: Name: Bret Wiener Title: Vice President SDNY_GM_02755613 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242535 EFTA01327651 SDNYGM02755614 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242536 EFTA01327652 Annex To Release Page 1 . .'Mae • One (1) Raytheon Aircraft Company niOdel :400A aircraft bearing manufacturer's serial number RK-244 (described on the Interhational Registry drop down menu as RAYTHEON AIRCRAFT COMPANY model 400A with serial number RK-244 ) and U.S. Registration No. N493LX En Two (2) Pratt & Whitney Canada model JTISD-5 aircraft engines bearing manufacturer's serial numbers PCE-JA0256 and PCE-JA0257 (described on the International Registry drop down menu as PRATT & WHITNEY CANADA model JTI5D SERIES with serial numbers .1A0256 and 140257) (which engines are in excess of 550 horsepower or the equivalent). Mortgage Description Date Date, -‘, .-,FAA Conveyance International Registry of Document Executed • ReatIAL .-- • Number File Numbers Aircraft Mortgage and 07/08/10,F. .; vigoop., TM007712 77670 Security Agreement 77674 between Flight Options, 77676 LIC, as grantor, and FO Financing, LLC, as Mortgagee (collectively, the "Mortgage"). • JieftiAk Ailop, ! •• SDNY_GM_02755615 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242537 EFTA01327653 VVI0W11)10 A110 VI101O1)10 SZ Zi Wd 0C ROM OW? NOUVU1S10313 liVdOVIV VV3 KUM 0311.: _027 16 1O, SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, SDNY_GM 556d 17 15, an EFTA_00242538 EFTA01327654 DOCUMENT LEVEL ANNOTATIONS See Recorded Conveyance Number TM007712, Doc ID 3870 SDNY_GM_02755617 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242539 EFTA01327655 SDNY_GM_02755618 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242540 EFTA01327656 RECORDED CONVEYANCE FILED IN: U.S. DEPARTMENT OF TRANSPORTATION XNUM: 493LX FEDERAL. AVIATION ADMINISTRATION SERIALNUM: RE-241 Wit: RAYTIIEON AIRCRAFT COMPANY CROSS-REFERENCE-RECORDATION MODEL 400A AIR CARRIER: This form is to be used in cases where a convelaince 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 AIRCRAFT MORTGAGE AND SECURITY AGREEMENT JULY S. 2010 FROM DOCUMENT NO. FLIGHT OPTIONS LLC (12.50% INTEREST) TM007712 TOOR ASSIONED TO DATE RECORDED FO FINANCING LLC JUL 26, 2010 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: Total Aircraft: I Total Engine:: 2 Total Props: Total Spare Parts: N493LX P&W C JT15D-5 PCE4A0256 P&W C JTI5D-5 PCE4A0257 WS-7.50-23R(OVN) SDNY_GM_02755619 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242541 EFTA01327657 SDNY_GM_02755620 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242542 EFTA01327658 0 0 N 3 a 0 0 a 0 aa O C AIRCRAFT MORTGAGE AND SECURITY AGREEMENT N N dated as of O O jjAil irde by 7 , 2010 N r D FLIGHT OPTIONS, LLC in favor of FO FINANCING, LLC as Mortgagee 115.4Q 07/08121:110 SDNY_GM_02755621 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242543 EFTA01327659 V 1)0 Mrrl NO OT C Ud 8 TT 0107. !Ili - . '33113 SDNY_GM_02755622 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242544 EFTA01327660 TABLE OF CONTENTS SECTION 1 CERTAIN DEFINITIONS 1.1 Definitions 1 SECTION 2 GRANTING CLAUSE 5 SECTION 3 REPRESENTATIONS AND WARRANTIES 6 SECTION 4 COVENANTS 6 4.1 Registration Maintenance and Operation 6 4.2 Liens 7 4.3 Taxes 7 4.4 Possession 8 4.5 Insurance 8 4.6 Modification and Additions 8 4.7 Reserved 8 4.8 Inspection 8 4,9 Reserved 8 4.10 Citizenship 9 4.11 Event of Loss with Respect to an Engine 9 4.12 Further Assurances 9 4.13 Sale of Aircraft 10 SECTION 5 RECEIPT, DISTRIBUTION AND APPLICATION OF INCOME 10 5.1 Application of Proceeds and Amounts Realized On Mortgage Collateral 10 SECTION 6 EVENTS OF DEFAULT AND REMEDIES 10 6.1 Remedies 10 6.2 Possession of Mortgage Collateral 10 6.3 Sale and Suits for Enforcement 6.4 Waiver of Appraisement, etc 12 6.5 Remedies Cumulative 12 6.6 Application of Proceeds 12 6.7 Delay or Omission; Possession ofLoan Certificates 12 6.8 Mortgagees Right to Perform for the Grantor 12 O1199 50461304.066497.0072 SDNY_GM_02755623 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242545 EFTA01327661 I SDNY_GM_02755624 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242546 EFTA01327662 12 6.9 Deregistrafion 13 Speedy Relief Remedies 6.10 MISCELLANEOUS PROVISIONS 13 SECTION 7 13 7.1 Amendments, a 13 7.2 Indemnification 14 7.3 Reserved • 14 7.4 Notices 7.5 . Continuing Lien and Security Interest; Transfer; Release of Mortgage 14 Collateral; Termination of Mortgage 14 7.6 Governing Law Severability 15 7.7 EXHIBIT Exhibit A Credit and Security Agreement SCHEDULE Schedule 1 Description of Aircraft and Engines 0.199.10061304.06EM71072 SDNY_GM_02755625 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242547 EFTA01327663 I SDNY_GM_02755626 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242548 EFTA01327664 AIRCRAFT MORTGAGE AND SECURITY AGREEMENT, dated as of g•SLtiM 20(O (the "Mortgage"), made by FLIGHT OPTIONS, LLC, a Delaware limited liability 26180 company (the "Grantor"), with its chief executive office and principal place of business at Curtiss Wright Parkway, Cleveland, Ohio 44143, in favor of FO FINANCING , LLC, a Delaware limited liability company, as Lender under the Credit and Security Agreement defined below (the "Mortgagee"). WITNESSETH: WHEREAS, the Grantor and the Mortgagee are parties to that certain Amended and Restated Credit and Security Agreement dated of even date herewith attached hereto as exhibit time to A (as amended, amended and restated, joined, supplemented or otherwise modified from time, the "Credit and Security Agreement"), pursuant to which Mortgagee has agreed to make certain loans and advances to the Grantor subject to the terms and conditions set forth therein; NOW, THEREFORE, to secure indebtedness of the Grantor to the Mortgagee arising under the Credit and Security Agreement, and the repayment of all sums due under the other Loan Documents, as defined in the Credit and Security Agreement, whether direct or indirect, absolute or contingent, Joint or several, or now or hereafter existing, the Grantor hereby agrees with the Mortgagee as follows: SECTION 1 CERTAIN DEFINITIONS 1.1 Definitions. Unless otherwise defined herein, capitalized terms defined herein shall have the respective meanings ascribed to them in the Credit and Security Agreement. All other capitalized terms defined in the preamble and recitals to this Mortgage shall have the respective meanings ascribed to them therein and the following terms shall have the following• defined meanings (and shall be applicable to both the singular and thb plural forms of such terms): "Act": the Transportation Act, 49 U.S.C. Hawn, et. seq, as amended, and any similar legislation of the United States of America enacted in substitution or replacement thereof; together with the regulations of the FAA thereunder, as in effect from time to time. "Aircraft": collectively, each Airframe, together with the Engines installed thereon as of the date hereof, described in Schedule I hereto (or any Engine substituted for one of said Engines pursuant to subsection 4.11 hereof), whether or not any of said existing or substitute Engines may from time to time be installed on such Airframe, to the extent of the Grantor's ownership interest therein. "Aircraft Protocol": the official English language text of the Protocol to the Convention on Intonational Interests in Mobile Equipment on Matters Specific to Aircraft Equipment, adopted on 16 November 2001 at a diplomatic conference held in Cape Town, as the same may be amended or modified from time to time. "Airframe": that certain airframe which forms part of the Aircraft, excluding the Engines or engines from time to time installed thereon, either originally mortgaged hereunder and I hereby certify this Is a true 0699 50:61304066497DM Caepl intacZe en nal In ed Aircraft Title Service, Inc. SDNY_GM_02755627 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242549 EFTA01327665 SDNY_GM_02755628 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242550 EFTA01327666 described in Schedule I hereto, together with any and all Parts which arc either incorporated or installed in or attached to such airframe or required to be subject to the lien and security interest interest of this Mortgage in respect of such Airframe, to the extent of the Grantor's ownership therein. "Cane Town Convention": collectively, the Aircraft Protocol, the Convention, the International Registry Procedures and the International Registry Regulations. "Certificated Air Carrier": any corporation (except the United States Government) domiciled in the United States of America and (i) holding a Certificate of Public Convenience any and Necessity issued under 49 U.S.C. Section 41102 by the Department of Transportation or predecessor or successor agency thereto, or, in the event such Certificates shall no longer be issued, any corporation (except the United States Government ) domiciled in the United States of of transporting for hire passengers or cargo by air America and legally engaged in the business predominantly to, from or between points within the United States of America, and, in either event, operating commercial jet aircraft capable of carrying 10 or more individuals or 6,000 of pounds or more of cargo, which also is certificated so as to entitle Grantor to the benefits Section 1110 of Title 11 of the United States Code or any analogous statute with respect to the Aircraft and/or (ii) having certified authority by the FAA to conduct scheduled air cargo transportation under Part 121 of the regulations promulgated under the Act. "Civil Aircraft Registry": the civil aircraft registry maintained by the FAA pursuant to the Act. "Convention": the official English language text of the Convention on International in Interests in Mobile Equipment, adopted on 16 November 2001 at a diplomatic conference held Cape Town, South Africa, as the same may be amended or modified from time to time. "Credit and Security Agreement": the term as defined in the above recitals of this Mortgage. "Engine": each aircraft engine described in Schedule 1 hereto, together with any and all Parts which are either incorporated or installed in or attached to such Engine or required to be subject to the lien and security interest of this Mortgage in respect of such Engine, to the extent of the Grantor's ownership interest therein. "Event of Loss": any of the following events with respect to any property: (i) loss of such property or of the use thereof duo to theft, disappearance, destruction, damage beyond repair or rendition of such property permanently unfit for normal use for any reason whatsoever; (ii) any damage to such property which results in an insurance settlement with respect to such property on the basis of a total loss; (iii) the condemnation, confiscation, seizure or hijacking of, or requisition of title to or use of, such property by private Persons or Governmental Authority or purported Governmental Authority, excluding, however, requisition for use by the United CHI99 5015110.5.036497.0072 SDNY_GIv102 755629 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242551 EFTA01327667 SDNY_GM_02755630 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242552 EFTA01327668 States Government or any instrumentality or agency thereof for a period of less than 60 days; (iv) as a result of any rule, regulation, order or other action by the FAA or other governmental body having jurisdiction, the use of such property in the normal course of interstate air transportation shall have been prohibited for a period of six (6) consecutive months; or (v) the operation or location of such property, while under requisition for use any area by the United States Government, or any instrumentality or agency thereof, in with respect to such property, if excluded from coverage by any insurance policy in effect the Grantor shall be unable to obtain indemnity in lieu thereof satisfactory to the Lender from the United States Government. of An Event of Loss with respect to an Aircraft shall be deemed to have occurred if an Event Loss occurs with respect to such Aircraft, Airframe or any Engine to which is a part of such Aircraft. "FAA": the United States Federal Aviation Administration, or any successor or replacement administration or governmental agency having the same or similar authority and responsibilities. "Governmental Authority": any federal, state, local or foreign governmental or regulatory entity (or department, agency, authority or political subdivision thereof) or any other judicial, public or statutory instrumentality, commission, tribunal, board, court or bureau. "Indemnified Liabilities": those liabilities as defined in Section 7.2 hereof. "International Interest": such interest as ascribed thereto in the Cape Town Convention. "International Registry": the International Registry of Mobile Assets located in Dublin, Ireland and established pursuant to the Cape Town Convention, along with any successor registry thereto. "International Registry Procedures": the official English language text of the procedures for the International Registry issued by the supervisory authority thereof pursuant to the Convention and the Aircraft Protocol, as the same may be amended or modified from time to time. "International Registry Regulations": the official English language text of the regulations for the International Registry issued by the supervisory authority thereof pursuant to the Convention and the Aircraft Protocol, as the same may be amended or modified from time to time. "Irrevocable De-Registration and Export Request Authorization" or "IDERA": such de- registration and authorization as provided under the Cape Town Convention and as provided in subsection 6.9 of this Mortgage. CH199 5056130.5.066497.0072 SON Y_Givl_02755631 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242553 EFTA01327669 SDNY_GM_02755632 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242554 EFTA01327670 "Lien": any mortgage, security deed, deed of trust, pledge, hypothecation, assignment, security interest, lien (whether statutory or otherwise), charge, claim or encumbrance, or preference, priority or other security agreement or preferential arrangement held or asserted in respect of any asset of any kind or nature whatsoever including any conditional sale or other title retention agreement, any lease having substantially the same economic effect as any of the foregoing, and the tiling of, or agreement to give, any financing statement under the UCC or comparable law of any jurisdiction and, including, without limitation, rights of others under any engine or parts interchange, loan lease or pooling agreement, and any International Interest and/or Prospective International Interest. "Mortgage": this Mortgage as defined in the preamble. "Mortgage Collateral": such collateral as defined in Section 2 hereof. "Obligations": such term as defined in the Credit and Security Agreement, including without limitation all amounts due to the Mortgagee arising under or related to this Mortgage. "Parts": at any time, all pads, components, equipment, instruments, appliances, avionics, radio and radar devices, cargo handling systems and loose equipment that arc at such time incorporated or installed in or attached to any Airframe, Engine or Part, to the extent of the Grantor's ownership interest therein. "Permitted Liens": (a) Liens of carriers, warehousemen, artisans, bailees, mechanics and materialmen incurred in the ordinary course of business securing sums not overdue; (by Liens incurred in the ordinary course of business in connection with worker's compensation, unemployment insurance or other forms of governmental insurance or benefits, relating to employees, securing sums (i) not overdue or (ii) being diligently contested in good faith provided that adequate reserves with respect thereto are maintained on the books of the Grantor, in conformity with GAAP; (c) Liens in favor of Mortgagee; (d) Liens for taxes (i) not yet due or (ii) being diligently contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto are maintained on the books of the Grantor, in conformity with GAAP and which have no effect on the priority of Liens in favor of Mortgagee or the value of the assets in which Mortgagee has a Lien; (e) purchase money Liens securing purchase money indebtedness to the extent permitted under the Credit and Security Agreement and this Mortgage (and as such terms are defined in the Credit and Security Agreement); and (f) Liens specifically identified as Permitted Liens in the Credit and Security Agreement. "Proceeds": the meaning set forth therefor in the UCC, and shall include, without limitation, the meaning set forth therefor in the Credit and Security Agreement and whatever is receivable or received when any Airframe, Engine or Part is sold, exchanged, collected or otherwise disposed of, including, without limitation, all amounts payable or paid under insurance, requisition or other payments as the result of any loss (including an Event of Loss) or damage to such Airframe, Engine or Part. "Prospective International Interest": such interest ascribed thereto in the Cape Town Convention. "Replacement Engine" as defined in Section 4.11 hereof. C11199 5086110-5.066897.0072 SDNY_Gtvl_02755633 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242555 EFTA01327671 SDNY_GM_02755634 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242556 EFTA01327672 "Tax" as defined in Section 4.3 hereto. "UCC" means the Uniform Commercial Code as the same may, from time to time be in effect in the State of New York; provided, that in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection or priority of, or remedies with respect to, Mortgagee's Lien on any Mortgage Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, the term "UCC" shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions of of this Mortgage relating to such attachment, perfection, priority or remedies and for purposes extent that the term "UCC" is definitions related to such provisions; provided further, that to the used to define any term herein and such term is defined differently in different Articles of the UCC, the definition of such term contained in Article 9 shall govern. SECTION 2 GRANTING CLAUSE Mortgage and Grant of Security Interest. To secure the due and prompt payment and performance of the Obligations of the Grantor at any time owing to the Mortgagee, the Grantor hereby assigns, mortgages, transfers and confirms unto the Mortgagee and hereby grants to the Mortgagee a first priority security interest, subject to no Other Liens, in all right, title and interest (herein of the Grantor in and to the following property, whether now owned or hereafter acquired together with the collectively called the "Mortgage Collateral"), and agrees that the foregoing, other provisions of this Agreement, creates in favor of the Lender an International Interest in the payment and performance when due Aircraft, as collateral security for the prompt and complete of all the Obligations: (a) the Aircraft (including the Airframe and the Engines) and all replacements thereof and substitutions therefor to which the Grantor shall from time to time acquire title as provided herein, or any replacements or substitutions therefor, as provided in this Mortgage; (b) all logs, manuals, books, records (including, without limitation, maintenance, servicing, testing, modification and overhaul records) and other documents (including, without limitation, any logs, manuals, books, records and documents maintained in electronic form) relating to or otherwise concerning the Aircraft, the Airframe or any Engine (collectively, the "Records"), including without limitation, all Records required to be maintained by the FAA or any other governmental entity, domestic or foreign, having jurisdiction over the Grantor or the Aircraft, the Airframe or any Engine; (c) all policies of insurance (including, without limitation, any insurance policies required to be maintained by Grantor hereunder relating to the Aircraft, the Airframe and/or any Engine and all payments and proceeds and all rights to payment or compensation received or to be received under any such policies of insurance in respect of any loss or damage to and/or relating to or involving the Aircraft or any part thereof and all compensation and other payments of any kind with respect to the Aircraft, including, but not limited to the insurance required hereunder, under the Credit and Security Agreement and all payments and compensation and rights to payment and/or compensation in respect of any requisition, forfeiture, seizure, detention or other loss of title to or the use or possession of the Aircraft or any part thereof; CHI99 $016130-5.064497.0072 SDNY_GIvl _02755635 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242557 EFTA01327673 SDNY_GM_02755636 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242558 EFTA01327674 (d) all proceeds (whether cash or non-cash), rents, tolls, issues, profits, revenues, accounts, accounts receivable, general intangibles, income and any other sums paid, received or to be received as a result of, arising from, derived in connection with or otherwise relating to the issues, Aircraft or any part thereof, including, without limitation, all proceeds, rents, tolls, general intangibles, income and any other sums profits, revenues, accounts, accounts receivable, in connection with the sale, lease, hire, charter or paid, received or to be received relating to or part thereof or the provision of services of any nature other disposition of the Aircraft or any whatsoever utilizing the Aircraft or any part thereof; (e) all Proceeds of all or any of the foregoing whether cash or otherwise. SECTION 3 REPRESENTATIONS AND WARRANTIES The Grantor represents and warrants that: (a) The Grantor shall (i) be a "citizen of the United States" as defined in 49 U.S.C. free Section 40102(aX15)(c), (ii) have good and marketable title to such Mortgage Collateral, and (iii) duly and clear of all Liens other than the Liens permitted by subsection 4.2 hereof, register in the name of the Grantor, at its expense, the Airframe constituting part of such Aircraft, s in accordance with the Act and shall have in full force and effect a certificate of airworthines duly issued pursuant to said Act. (b) This Mortgage is in proper form to be duly filed for recordation in accordance with the Act against the Mortgage Collateral, and this Mortgage shall constitute a duly perfected lien on and prior perfected security interest in such Mortgage Collateral, subject to no other Liens (except for Permitted Liens). (c) (i) No International Interest or Prospective International Interest (other than that of Mortgagee) is registered with the International Registry with respect to the Aircraft (ii) Grantor shall not consent to the registration of any International Interest or Prospective favor International Interest with respect to the Aircraft (other than any such interest registered in respect to the Aircraft in favor ofMortgagee); and (iii) Grantor has not executed an IDERA with and removed from the Civil of any person (other than Mortgagee) which has not been discharged Aircraft Registry in Oklahoma City, Oklahoma. SECTION 4 COVENANTS 4.1 Registration Maintenance and Operation. The Grantor, at its own cost and expense, will: (i) prior to mortgaging any Aircraft hereunder, (A) cause the Airframe included therein to be duly registered, and at all times thereafter to remain duly registered, in the name of the Grantor in accordance with the Act, (B) register, on the International Registry, its consent to the registration of the Mortgagee's International Interest created pursuant to this Mortgage and the other Loan Documents (including any Prospective International Interest) with respect thereto, (C) provide the Mortgagee reasonably satisfactory evidence that there are no International Interests or Prospective International Interests against the Aircraft which are prior and superior to the Lien of this Mortgage in favor of the Mortgagee; (ii) at all times cause to be maintained, -6- CHI99 5016110-5.01/2 49/.0072 SDNY_GM_02755637 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242559 EFTA01327675 SDNY_GM_027558313 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242560 EFTA01327676 serviced, repaired, overhauled and tested each Airframe, Engine, and Part, or other relevant Mortgage Collateral, so as to the good operating condition as when originally mortgaged hereunder, ordinary wear and tear excepted, and, in the case of each Aircraft, in such 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 and to enable such Aircraft at all times to be operated in commercial cargo service in the United States; and (iii) maintain all records, logs and other materials required by the FAA and any other Governmental Authority having jurisdiction to be maintained in respect of such Mortgage Collateral. The Grantor will comply with all material rules and regulations of the FAA. The Grantor agrees that the Airframes, Engines and Parts and any other Mortgage Collateral will not be maintained, used or operated: (A) in violation of any material law, rule, regulation or order (as defined below) of any Governmental Authority having jurisdiction (domestic or foreign), or in violation of any airworthiness certificate, license or registration relating to any Mortgage Collateral issued by any such Governmental Authority, be except for any violation which, individually or in the aggregate, could not reasonably expected to result in a Material Adverse Effect; (B) in any area excluded from coverage by any insurance required by the terms of subsection 4.5 hereof, except in the case of a requisition for lieu of use by the United States of America, and then only if the Grantor obtains indemnity in such insurance from the United States of America against the risks and in the amounts required by said subsection 4.5 covering such area, or as to which the Grantor has otherwise obtained the written consent of the Mortgagee; or (C) in any recognized or threatened area ofhostilities unless fully covered to the Mortgagee's satisfaction by war-risk insurance, or unless such Airframe, Engine, Parts or other Mortgage Collateral are operated or used under contract with the government of United States of America under which contract said government assumes liability for any other damage, loss, destruction or failure to return possession of such Airframe, Engine, Parts or Mortgage Collateral at the end of the term of such contract and for injury to persons or damage to property of others or unless the Aircraft is only temporarily located in such area as a result of an isolated occurrence attributable to a hijacking, medical emergency, equipment malfunction, weather conditions, navigational error or other similar unforeseen circumstances and the Grantor is using its good faith efforts to remove the Aircraft from such area. For purposes of this Section 4.1, a "materiel" law, rule, regulation or order of the FAA or any other Governmental Authority having jurisdiction (domestic or foreign) is one the violation of which may lead to an enforcement action by the FAA or such Governmental Authority or suspension, revocation or limitation of Grantor's authority to operate as a Certificated Air Carrier. 4.2 Liens. The Grantor will not create or suffer to exist any Lien, International Interests or Prospective International Interest upon or with respect to any of the Mortgage Collateral, except for Permitted Liens and any other Liens permitted by the terms hereof and by the Credit and Security Agreement. 4.3 Taxes. The Grantor will pay, and hereby indemnifies the Mortgagee and each Lender from and against, any and all fees and taxes, levies, imposts, duties, charges or withholdings, together with any penalties, fines or interest thereon (any of the foregoing being here called a "I'm") which may from time to time be imposed on or asserted against the Mortgagee or any Airframe, Engine or Part or other Mortgage Collateral or any interest therein by any Federal, state or local government or other taxing authority in the United States or by any foreign government or subdivision thereof or by any foreign taxing authority upon or with respect to: (i) any Airframe, Engine or Part, or any interest therein, (ii) the manufacture, -7- CHI99 5086I 504.0664910072 SDNY_GM_02755639 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242561 EFTA01327677 SDNY_GM_02755640 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242562 EFTA01327678 purchase, ownership, mortgaging hereunder, lease, sublease, use, storage, maintenance, sale or other disposition of any Airframe, Engine or Part, or any rentals or other earnings payable therefor or arising therefrom or the income or other proceeds received with respect thereto, or (iii) this Mortgage; provided, however, that, nothing in this subsection 4,3 shall require the payment of any Tax unless proceedings shall have been commenced to foreclose any Lien which may have attached as security for such Tax, so long as the validity thereof shall be contested in good faith by appropriate proceedings and that Grantor shall have set aside and maintained on its books adequate reserves with respect thereto. 4.4 Possession. The Grantor will not, without the prior written consent of the Mortgagee, except as permitted under the Credit and Security Agreement, lease or otherwise in any manner deliver, transfer, remove or relinquish possession or control of, or transfer any right, title or interest of the Grantor in, any Mortgage Collateral, including without limitation any Airframe, Engine or Part or install any Engine or permit any Engine to be installed, on any airframe other than an Airframe, or permit any Part to be installed on or attached to any airframe or engine other than to an Airframe or Engine. 4.5 Insurance. (a) The Grantor at its own expense shall carry insurance with respect to the Mortgage Collateral as required pursuant to the terms and provisions of the Credit and Security Agreement, together with such endorsements in favor of the Mortgagee (or Lender) as are required by the Credit and Security Agreement. (b) Upon the occurrence and continuance of an Event of Default, all insurance payments received by the Mortgagee (or Lender) or any Grantor with respect to the Mortgage Collateral shall be (if received by the Grantor, immediately paid to the Mortgagee (or Lender)) held and applied by the Mortgagee (or Lender) against the Obligations as provided under the Credit and Security Agreement, or be retained by the Grantor for application to the repair of damage to the Aircraft, Airframe, Engine, or Part for which such insurance was paid, all in accordance with the terms of the Credit and Security Agreement. 4.6 Modification and Additions. The Grantor, at its expense, shall make such modifications in and additions to the Airframes and the Engines as may be required from time to time to meet the standards of the FAA or other Governmental Authority having jurisdiction. In addition, so long as no Default or Event of Default shall have occurred and be continuing, the Grantor, at its expense, may from time to time make such modifications in and additions to any Airframe or Engine as it may deem desirable in the proper conduct of its business, provided that no such modification or addition shall diminish the value or utility of such Airframe or Engine or impair the airworthiness or operating condition thereof below the value, utility, airworthiness and condition thereof immediately prior to such modification or addition (assuming such Airframe or Engine was of the value and utility and in the condition required by the terms of this Mortgage immediately prior to such modification or addition) and any expenses incurred or related thereto are in accordance with the terms of the Credit and Security Agreement. 4.7 Reserved, CH999 5086130.5.066497.0072 SDNY_GIvl02755641 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242563 EFTA01327679 SDNY_GM_02755642 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242564 EFTA01327680 4.8 Inspection. Subject to the provisions of Section 6.10 of the Credit and Security Agreement, the Grantor shall permit the Mortgagee by its officers or agents to inspect the Mortgage Collateral, including the Aircraft, and the Grantor's documents and records relating theretp,'at all such times during normal business hours as the Mortgagee may from time to time and is reasonably request; provided that so long as no Event of Default shall have occurred continuing such visits shall be limited to two (2) occasions per fiscal year. 4.9 Reserved. 4.10 Citizenship. The Grantor shall at all times be a "Citizen of the United States" as defined in 49 U.S.C. Section 40102(aX15)(e). 4.11 Event of Loss with Resoect to an Engine. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which there has not occurred an Event of Loss with respect to the Airframe on which such Engine was originally installed, the Grantor shall give the Mortgagee prompt written notice thereof and shall, within 90 days after the occurrence of such Event of Loss, duly subject to the lien and security interest of this Mortgage, in substitution for the Engine with respect to which such Event of Loss occurred, substitute another engine of the same manufacturer and model described on Schedule I attached hereto (or engine of the same manufacturer of an improved model and suitable for installation and use on an Airframe or such other engine acceptable to the Mortgagee) (herein called a "Replacement Engine"), free and clear of all Liens and having a value and utility at least equal to, and being in as good operating condition as, the Engine with respect to which such Event of Loss occurred assuming such Engine was of the value and utility.and in the condition and repair required by the terms of this Mortgage immediately prior to the occurrence of such Event of Loss. At the time of such replacement, the Grantor, at its expense, shall (i) furnish the Mortgagee with evidence, reasonably satisfactory to the Mortgagee, of the Grantor's title to the Replacement Engine, (ii)' cause a supplement to this Mortgage describing the Replacement Engine to be duly executed and filed for recordation pursuant to the Act, (iii) furnish the Mortgagee with such evidence of compliance with the insurance provisions of subsection 4.5 hereof with respect to such Replacement Engine as the Mortgagee may reasonably request, and (iv) furnish the Mortgagee with such certificates and opinions of counsel as the Mortgagee may request in order to evidence. the value, utility and operating condition of the Replacement Engine, the Grantor's title to tho Replacement Engine free and clear of all Liens (other than Permitted Liens) and the subjection of the Replacement Engine to the lien and security interest of this Mortgage. Upon full compliance by the Grantor with the provisions of this subsection 4.11, the Mortgagee will deliver to the Grantor an instrument releasing the Engine with respect to which such Event of Loss occurred from the lien and security interest of this Mortgage. For all purposes of this Mortgage, each Replacement Engine shall, after being subjected to the lien and security interest hereof, be deemed an "Engine" as defined herein and shall be deemed part of the same Aircraft as was the Engine replaced thereby. 4.12 Further Assurances. The Grantor at its expense will promptly and duly execute and deliver such documents and assurances and take such action as may be necessary, or as the Mortgagee may from time to time request, in order to more effectively carry out the intent and purpose of this Mortgage, to establish, protect and perfect the rights, remedies, liens and security interests created or intended to be created in favor of the Mortgagee hereunder and to comply -9- ali99 5016130.5.066497.0012 SDNY_GM_02755643 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242565 EFTA01327681 I SDNY_GM_02755644 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242566 EFTA01327682 with the laws and regulations of the FAA and the requirements of the Cape Town Convention with respect any International Interest of the Mortgagee with respect to the Mortgage Collateral, including the Aircraft, or the laws and regulations of any of the various states or countries in which the Mortgage Collateral, including the Aircraft is or may fly over, operate in, or become located in or any other applicable law, including, without limitation, the execution, delivery and filing of UCC financing and continuation statements with respect to the security interests created hereby, registration of any International Interest of the Mortgagee with respect to the Mortgage Collateral, including the Aircraft with the International Registry, in each case in form and substance satisfactory to the Mortgagee, in such jurisdictions as the Mortgagee may reasonably request. The Grantor hereby authorizes the Mortgagee to file any such statements without the signature of the Grantor to the extent permitted by applicable law. 4.13 Sale of Aircraft. Without the prior written consent of the Mortgagee, the Grantor shall not sell, transfer or otherwise dispose of any Mortgage Collateral, including any Aircraft or enter into any conditional sale, finance lease or any other agreement or arrangement which has the same legal effect as a sale (regardless of whether Grantor retains title to such Aircraft), except as provided in the Credit and Security Agreement. SECTION 5 RECEIPT, DISTRIBUT ION AND APPLICATION OF INCOME 5.1 Application of Proceeds and Amounts Realized On Mortgage Collateral. Whether or not an Event of Default or Default shall have occurred and be continuing hereunder and/or under the Credit and Security Agreement, all payments and proceeds related to and arising from the Mortgage Collateral shall be paid to the Mortgagee and applied in accordance with the terms of the Credit and Security Agreement. SECTION 6 EVENTS OF DEFAULT AND REMEDIES 6.1 Remedies. If an Event of Default under the Credit and Security Agreement shall occur, the Mortgagee may, without notice of any kind to the Grantor, except as otherwise provided herein and to the extent permitted by law, carry out or enforce the actions or remedies provided in this Section 6 or elsewhere in this Mortgage, any applicable rights and remedies specified under the Cape Town Convention, and any rights and remedies otherwise available to a secured party under the UCC and/or the Uniform Commercial Code as in effect at the time in any applicable jurisdiction; provided, however, that such actions and remedies shall be in addition to, and not be deemed to limit, the remedies provided in any Security Document. 6.2 Possession of Mortgage Collateral. If an Event of Default under the Credit and Security Agreement shall occur and be continuing, the Mortgagee may, without notice, take possession of all or any part of the Mortgage Collateral, including the Aircraft and may exclude the Grantor, and all persons claiming under the Grantor, wholly or partly therefrom. In addition, the Mortgagee shall be entitled to exercise all of their respective rights and remedies as set forth in this Mortgage, under the Loan Documents, and at law with respect to the Mortgage Collateral. At the request of the Mortgagee, the Grantor shall promptly deliver or cause to be delivered to the Mortgagee or to whomsoever the Mortgagee shall designate, at such time or times and place - 10 - CHI99 50/61304.066497.0072 SDNY_GM_02755645 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242567 EFTA01327683 SDNY GM 02755646 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242568 EFTA01327684 or places as the Mortgagee may reasonably specify, and fly or cause to be flown to such airport or airports in the continental United States as the Mortgagee may reasonably specify, without risk or expense to the Mortgagee, all or any part of the Aircraft specified by the Mortgagee. In addition, the Grantor will provide, without cost or expense to the Mortgagee, storage facilities for the Mortgage Collateral, including any Aircraft. If the Grantor shall for any reason fail to deliver any Mortgage Collateral or any part thereof after demand by the Mortgagee, the Mortgagee may, without being responsible for loss or damage, except to the extent caused by the gross negligence or willful misconduct of the Mortgagee, (i) obtain an order from any court having jurisdiction conferring on the Mortgagee the right to immediate possession or requiring the Grantor to deliver immediate possession of all or part of such Aircraft to the Mortgagee, to the entry of which the Grantor hereby specifically consents, or (ii) with or, to the fullest extent provided by law, without such judgment, pursue all or any part of such Mortgage Collateral, including the Aircraft wherever they may be found and enter any of the premises of or leased by the Grantor where such Mortgage Collateral, including the Aircraft may be and search for such Mortgage Collateral, including the Aircraft and take possession of and remove the same. The Grantor agrees to pay to the Mortgagee, upon demand, all expenses incurred in taking any such action; and all such expenses shall constitute Obligations and, until paid, be secured by the lien and security interest of this Mortgage and the Security Documents. Upon every such taking of possession, the Mortgagee may, from time to time, make all such reasonable expenditures for maintenance, insurance, repairs, replacements, alterations, additions and improvements to and of the Mortgage Collateral, including the Aircraft as it may deem proper. 6.3 Sale and Suits for Enforcement. (a) If an Event of Default under the Credit and Security Agreement shall occur and be continuing, the Mortgagee, with or without taking possession of the Mortgage Collateral, including the Aircraft, may: (i) to the extent and in the manner permitted by law, sell at one or more sales, all or any part of the Mortgage Collateral, at public or private sale, at such place or places and at such time or times and upon such terms, including terms of credit (which may include the retention of title by the Mortgagee to the property so sold), as the Mortgagee may determine, whether or not the Mortgage Collateral shall be at the place of sale; and (ii) proceed to protect and enforce its rights under this Mortgage by suit, whether for specific performance of any covenant herein contained or in aid of the exercise of any power herein granted or for the foreclosure of this Mortgage and the sale of the Mortgage Collateral under the judgment or decree of a court of appropriate jurisdiction or for the enforcement of any other right. (b) At any public sale of any Mortgage Collateral, including the Aircraft or any part thereof by the Mortgagee pursuant to paragraph (a)(i) above, the Mortgagee may consider and accept bids requiring the extension of credit to the bidder and may determine the highest bidder at such sale, whether or not the bid of such bidder shall be solely for cash or shall require the extension of credit. 01199 5046130-5.0664974072 SDNY Glvl 02755647 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242569 EFTA01327685 SDNY_GM_02755848 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242570 EFTA01327686 (c) The Mortgagee, to the extent permitted by law, may from time to time adjourn any sale under paragraph (a)(i) above by announcement at the time and place appointed for such sale or for any adjournment thereof; and without further notice or publication, such sale be made at the time and place to which the same shall have been so adjourned. (d) Upon the completion of any sale under paragraph (a)(i) above, full title and right of possession to the Mortgage Collateral, including the Aircraft so sold shall (subject to any retention of title by the Mortgagee as part of the terms of such sale) pass to the accepted in purchaser forthwith upon the completion of such sale, and the Grantor shall deliver, accordance with the instructions of the Mortgagee (including flying any Aircraft or causing the same to be flown to such airports in the continental United States as the Mortgagee may specify), such such Mortgage Collateral so sold. If the Grantor shall for any reason fail to deliver have all of the rights granted by subsection 6.2 hereof. Mortgage Collateral, the Mortgagee shall The Mortgagee is hereby irrevocably appointed the true and lawful attorney of the Grantor, in its name and stead, to make all necessary conveyances of any Mortgage Collateral so sold. Nevertheless, if so requested by the Mortgagee or by any purchaser, the Grantor shall confine any such sale or conveyance by executing and delivering all proper instruments of conveyance or releases as may be designated in any such request. 6.4 Waiver of Appraisement, etc. The Grantor agrees, to the fullest extent that it lawfully may, that it will not (and hereby irrevocably waives its right to) at any time plead, or claim the benefit or advantage of, any appraisement, valuation, stay, extension, moratorium or redemption law now or hereafter in force, in order to prevent or hinder the enforcement of this Mortgage or the absolute sale of the Mortgage Collateral. 6.5 Remedies Cumulative. No remedy herein conferred upon the Mortgagee is intended to be exclusive of any other remedy, but every such remedy shall be cumulative and shall be in addition to every other remedy herein conferred ornow or hereafter existing in law. 6.6 Application of Proceeds. If an Event of Default shall have occurred and be continuing, the proceeds of any sale, lease or other disposition of all or any part of the Mortgage Collateral pursuant to this Mortgage and all other sums realized or held by the Mortgagee under this Mortgage or any proceedings hereunder shall be applied in accordance with the terms of the Credit and Security Agreement. 6.7 Delay or Omission; Possession of Loan Certificates. (a) No delay or omission of the Mortgagee to exercise any right or remedy arising upon the happening of any Default or Event of Default shall impair any right or remedy or shall be construed to be a waiver of any such Default or Event of Default or an acquiescence therein; and every right and remedy given to the Mortgagee by this Section 6, the Loan Documents or by applicable law may be exercised from time to time and as often as may be deemed expedient by the Mortgagee. (b) All rights of action under this Mortgage may be enforced by the Mortgagee without the possession of the Notes or any other instrument or document evidencing any obligation or the production thereof in any proceeding. - 12 - CHI59 5086130.S.C664974972 SDNY_Givl_02755649 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242571 EFTA01327687 I SDNY_GM_02755650 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242572 EFTA01327688 6.8 Mortgagee's Right to Perform for the Grantor. From and after the occurrence and continuance of an Event of Default, if the Grantor fails to perform or comply with any of its agreements contained herein, the Mortgagee may perform or comply with such agreement, and the amount of the reasonable out-of-pocket costs and expenses incurred in connection with the performance or compliance with such agreement (together With interest thereon at the Default Rate) shall be payable by the Grantor to the Mortgagee on demand and shall be secured by the lien and security interest of this Mortgage. 6.9 Deregistration. If an Event of Default under the Credit and Security Agreement shall occur and be continuing, the Mortgagee may, without being responsible for loss or damage, except to tho extent caused by the gross negligence or willful misconduct of the Mortgagee, procure the deregistration of the registration of the Aircraft and export the Aircraft to a jurisdiction of the Mortgagee's choice pursuant to the IDERA and as authorized by the Cape Town Convention. The Grantor agrees to pay to the Mortgagee, upon demand, all reasonable out-of-pocket expenses incurred in taking any such action, including reasonable attorney fees; and all such expenses and fees shall constitute Obligations and, until paid, be secured by the lien and security interest of this Mortgage. At the request of the Mortgagee, the Grantor will execute and deliver an IDERA to the Mortgagee to be filed with the FAA. 6.10 Speedy Relief Remedies. If an Event of Default under the Credit and Security Agreement shall occur and be continuing, the Mortgagee may, pending final determination of its claim in any court proceeding, obtain speedy relief in the form of on order providing for (i) preservation of the Mortgage Collateral and its value; (ii) possession, control or custody of the Mortgage Collateral; (iii) immobilization of the Mortgage Collateral; (iv) lease or, except where covered by sub-paragraphs (i) to (iii) of this subsection 6.10, management of the Mortgage Collateral and the income therefrom, and (v) sale and application of proceeds therefrom. SECTION 7 MISCELLANEOUS PROVISIONS 7.1 Amendments. etc. No amendment or waiver of any provision of this Mortgage, nor consent to any departure by the Grantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Mortgagee and the Grantor, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. 7.2 indemnification. The Grantor agrees (a) to pay or reimburse the Mortgagee for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Mortgage and any other documents prepared in connection herewith, and the consummation of the transactions contemplated hereby and thereby, (b) to pay or reimburse the Mortgagee for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Mortgage and any such other documents, including, without limitation, the fees and disbursements of counsel to the Mortgagee, (c) to pay, indemnify, and to hold the Mortgagee harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying stamp, excise and other taxes, if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation of - 13 - Clit99 SO16130.5.066497.0072 SDNY_GM_02755651 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242573 EFTA01327689 SDNY_GM_02755652 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242574 EFTA01327690 any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Mortgage and any such other documents, and (d) to pay, indemnify, and hold the Mortgagee and each Lender harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Mortgage and any such other documents (all the foregoing, collectively, the indemnified Liabilities"), provided that the Grantor shall have no obligation hereunder with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of the Mortgagee. The agreements in this subsection 7.2 shall survive termination of the Credit and Security Agreement and satisfaction of the Obligations thereunder. 7.3 Reserved. 7.4 Notices. All notices, requests and demands to or upon the respective parties hereto to be effective shall be in writing or by facsimile and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made when delivered by hand, or four (4) business days after being deposited in the United States mail, certified or registered mail postage prepaid, or one (I) business day after being deposited with an overnight courier of national • reputation, or upon receipt of confirmation of successful transmission with respect to any notice or communication sent via facsimile, to the addresses set forth in the Credit and Security Agreement. 7.5 continuing Lien and Security Interest Transfer: Release of Mortgage Collateral; Termination of Mortgage. (a) In addition to the other. Security Documents, this Mortgage shall create a continuing lien and security interest in the Mortgage Collateral and shall (i) remain in fLll force and effect until payment and performance in full of all of the Obligations, (ii) be binding upon the Grantor, its successors and assigns, and (iii) inure to the benefit of the Mortgagee, and its successors, transferees and assigns. (b) Upon the indefeasible payment and performance in full of all of the Obligations, the lien and security interest granted hereby and in the Security Documents shall terminate. Upon any such termination, the Mortgagee will, at the Grantor's expense, execute and deliver an appropriate instrument evidencing such termination of this Mortgage. 7.6 Governing Law. (a) THIS AGREEMENT AND THE ANCILLARY AGREEMENTS SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. (b) THE PARTIES HEREBY CONSENT AND AGREE THAT THE STATE OR FEDERAL COURTS LOCATED IN THE COUNTY OF NEW YORK, STATE OF NEW YORK SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY - 14 - CHI99 5016 1304.066497.0072 SDNY_GM_02755653 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242575 EFTA01327691 SDNY_GM_02755654 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242576 EFTA01327692 CLAIMS OR DISPUTES BETWEEN GRANTOR. ON THE ONE HAND, AND MORTGAGEE, ON THE OTHER HAND, PERTAINING TO THIS AGREEMENT OR TO ANY MATTER ARISING OUT OF OR RELATED TO THIS AGREEMENT; PROVIDED, THAT MORTGAGEE AND GRANTOR ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF THE COUNTY OF NEW YORK, STATE OF NEW YORK; AND FURTHER PROVIDED, * THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE MORTGAGEE FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO COLLECT THE OBLIGATIONS, TO REALIZE ON THE MORTGAGE COLLATERAL OR ANY OTHER SECURITY FOR THE OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF MORTGAGEE. THE PARTIES EXPRESSLY SUBMIT AND CONSENT IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND EACH OF THE PARTIES HEREBY WAIVES ANY OBJECTION THAT IT MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS. (c) THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, THE PARTIES HERETO WAIVE ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE BETWEEN MORTGAGEE AND GRANTOR ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH THIS AGREEMENT, ANY ANCILLARY AGREEMENT OR THE TRANSACTIONS RELATED HERETO OR THERETO. (d) THIS AGREEMENT SHALL BE DEEMED DELIVERED IN THE STATE OF NEW YORK FOR PURPOSES OF TITLE 49 U.S.C. § 44108 OF THE ACT. 7.7 Severability. The invalidity of any one or more of the provisions of this Mortgage shall not affect the remaining provisions of this Mortgage should any one or more provisions of this Mortgage be held by any court of law to be invalid; nor should any such court holding operate to render this Mortgage invalid or to impair Mortgagee's lien and security interest in any of the Mortgage Collateral, as this Mortgage shall be construed as if such invalid provisions had not been contained herein. (Balance of Page Intentionally Left Blank. Signature Page Follows. I - 15 - CM9950.6130-1068497.6372 SDNY_GM_02755655 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242577 EFTA01327693 SDNY_GM_02755656 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242578 EFTA01327694 IN WITNESS WEREOF, the Grantor has caused this Mortgage to be duly executed and delivered as of the day and year first above written. FLIGHT OPTIONS, LLC By: -r-------- --- Name: Edward T. McDonald Title: Vice President of Whole Aircraft Sales & Acquisitions FO FINANCING, LLC By: Name: Bret Wiener Title: Vice President SDNY_GM_02755657 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242579 EFTA01327695 SDNY_GM_02755658 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242550 EFTA01327696 IN WITNESS WEREOF, the Grantor has caused this Mortgage to be duly executed and delivered as of the day and year first above written. FLIGHT OPTIONS, LLC By: Name: Edward T. McDonald Title: Vice President of Whole Aircraft Sales & Acquisitions FO FINANCING, LLC By: I Name: Bret Wiener Title: Vice President SDNY_GM_02755659 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242581 EFTA01327697 SDNY_GM_02755660 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242582 EFTA01327698 Schedule I Aircraft: Airframe and Engines* Make / Model Rcg. No. Serial No. Engine Make Engine Engine Serial Percent Model No. Owned'" RAYTHEON N493LX RK-244 PRATT& ITI5D-5 PCE-1A0256" 12.30% AIRCRAFT COMPANY WHITNEY model 000A CANADA RAYTHEON N493LX RK-244 Pam& ITI5D-5 PC6-1/%02571" 12.50% AIRCRAFT COMPANY WHITNEY model 400A CANADA 'Each of which &Imes is apable of or more ofmnat or hn 530 a mom reed ukmr honryo. u or the eget • •Desenbed as model 1TI5D SERIES with serial otmtbers MOM red IA1O%7 rat thr intkonal Repay drop gown menu. 'flair:raft used herein references Grantee's utglivirkd 12.50% interest in the Aircraft and Engines based term "Fractional hams" timed below. Fractional Interest The 6.25% undivided interest in and to the Airframe and Engines conveyed to Flight Options, LLC from Mountville Mills. Inc. on 11/16/2009 and filed with the FAA on 12/21/2009 and The 6.25% undivided interest in and to the Airframe and Engines conveyed to Flight Options, LLC from Wells Fa oBaakag&li sAjwLstee on 02/16/2010 and filed with the FAA on —I- — I I') (collectively the "Fractional Interest") This Aircraft Mortgage and Security Agreement encumbers a total of 12.50% fractional interest in the Airframe and Engines. International Interests registered on the International Registry in connection with this Mortgage Supplement are evidenced by File Numbers 77670, 77674 and 77676. The FAA Unique Authorization Code applicable to this Aircraft Mortgage and Security Agreement is IRN20I00510080655. SDNY_GM_02755661 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242583 EFTA01327699 I SDNY_GM_02755662 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242584 EFTA01327700 Exhibit A Credit and Security Agreement [Not included for purposes of confidentiality.] CHI90 30861304A46497.0072 SDNY_GM_02755663 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242585 EFTA01327701 •, .-ir.•`;I:Ir 'AO /.11:) r;0 ti C i3 2 111" c31i SDNY_GM_02755664 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242556 EFTA01327702 DOCUMENT LEVEL ANNOTATIONS ORIG DOC ID 9195 FFR 7/8/10 RETD IATS SDNY_GM_02755665 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242587 EFTA01327703 SONY_GM_02755666 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242588 EFTA01327704 FORla APPROVED Te 212.0)42 UNITED STATES Of AMERICA CESIRONEPIT OF TRANSPORIAMOI1 imam ma raminazioaneo inetateperr Mata~TVs Meta AMP», REOISITIATION APPUCATION CERT ISSUE DATE Mina SLOESNUMBER hi 493ty REGISTRATION n a MAIAACIIMEA & WOO Raytheon Aircraft Capany 40:A a:MIT SIAM 14 RC- 244 FOR FM USE ONIY ( MI OF MOSIRATION IONS as MO O 1. Indhicludil O 2. Pettnarehlp O a ~Con El 4. GO-040. O 5. (ie" O E. NN.°°A. NNE oF "cart ecnon(s) Pon on ~co ci own* SIISIFT. MG INI Not RR MGR NA ARM "st ) 1.) Shmitka Air, Inc. 6.25% of 100E Ill e See Attachrrent TELEPTONE 'MASER ( I eta,4_ed i -g-i ö) ACCOESS <Pcnnerso 00f.ENIMONA SC I IF Pe BOX la U•ad. PISS ~as nun eloo be srgavn } Ci 0 r er VIVt Uptions, Re Webs N•1 eme 26193 Curtiss- Wight Parlogy .._ Rat RASE PA Sac 01Y Stan GP 000t Richrond Heights CH 44143 CI CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION'Reed the following Mannt Wore signing this application. TN, portion MUST be °Deviated. c. ~went A ANA a alnavel wawa b ani Ouflahah in en 40410n mat ea efegnas to pansivngin 0, Rey M' Na, 0200. Tao Ft Sac ~I II CERTIFICATION 0) OM Si. show ANNA a owned ta to ~grad aodgrt. Ito 4 a calm INGSO TRIPINNAN a tone Shako (For clap Mat On na ol truss t ra CHECK 0511 AS ~MATE • 3 A wien( akin. and ein 1~0 Fas IAN ce hem 1.5011 No. b 3 A 'onager sat organ/0 ire Say tams team. IMP lima at MON Delaware _ r.g.K.c. "° -,r 2618C alr~ritilfrA i tinnelMicrneg. infrare Vx (2) That Its Wale .0. rot feyend toga Si RAI onions ~ANN. as (3) Rut rpm ~Gros a ~mho 4 Awns* c. Ass Wen M AG Fro Ion ~Son Parnit~ Witte:muted lOr 00-OwnerSIN) ah applicants mat non US0 tows* elda a riee•SeAfF TYPE OR PRINT NAME BELOW SKINATURE SIGNATURE TM£ v P 'bole A/C Sales d asitions of FLICKOPTIONS, lit Il B i poiedued Tma acring as Attorney-an-1mb II/ Ecbord T. (*.Donald for Shwitka Air, Inc. ( .1 SKINATURE E TIRE 1 1 a« J 4 — 45 NOTE Fetep famat of Fha Ont.. ail MOO, ~oh. Eta Gam mw tie COMM° en pros Aoi IT Ram TO 10 an ong MM an* Ow PINK law ca V* GOOkatton mate ba cram n re NARA AC Form .350.1 MO) (0:624)408a07) SDNY_GAS_02 755667 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA 00242589 EFTA01327705 ,ANON 119 10 , vi0149 11CI ° n 1 £ 1c1 2' u- .v.. is S. toys.; , .. (111‘ 3 nt‘ t''. )1‘r ... tiAil';1\ SONY_GM_02755668 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA _00242590 EFTA01327706 ATTACHMENT TO AIRCRAFT REGISTRATION APPLICATION daRA1+1O Reg ft: N493LX Model: Raytheon Aircraft Company 400A S/N#: RK-244 Owning an undivided Name of Applicant: Interest of: Address: 1.) 2.) Southeastern Mills, Inc. 12.60% of 100% Shown on Original form hereto 3.) Ascent II, LLC 3.126% of 100% Shown on Original form hereto 4.) Prime Time Associates, LLC 6.26% of 100% Shown on Original form hereto 5.) Dockery Leasing Corporation 6.26% of 100% Shown on Original form hereto 6.) JHPH, LLC 6.25% of 100% Shown on Original form hereto 7.) George H. Davis, Jr. 3.126% of 100% Shown on Original form hereto 8.) Emeril AIr, LLC 6.25% of 100% Shown on Original form hereto 9.) Air Leader, Inc. 3.125% of 100% Shown on Original form hereto Robert L Emery & Dana M. Emery 10.) Trustees 6.25% of 100% Shown on Original form hereto 11.) Two Big Bears, LLC 6.25% of 100% Shown on Original form hereto 12.) Daniel 0. Conwlll, IV 3.125% of 100% Shown on Original form hereto 13.) Marm Partners, LLC 6.25% of 100% Shown on Original form hereto 14.) Advance Beverage Company, inc. 6.25% of 100% Shown on Original form hereto 16.) LLI Corp. 6.26% of 100% Shown on Original form hereto 18.) Flight Options. LLC 12.50% of 100% Shown on Original form hereto 17.) Signatures: Title: Date: V P of Whole Aircraft Sales & Acquisitions of Flight Options, LLC Acting as Attorney-in-Fact for #2.3.4,5,6,7.8,9,10.11.12.13,14,15 dward T. McDonald V P of Whole Aircraft Sales & Acquisitions of Flight Options, LLC for #16 Edward T. McDonald By signing above, the applicant agrees and stipulates (I) to the terms. conditions and cenAcation of the AC Form 8050-1 Airaaft Registrabon Application. to which this page Is attached (the -Appian:01.89 that all of the Information set forth on the Appacation Is hue and curreCl as Of this dale. and (Ill) the Application may be executed by the co-owners by execrating separate counterpan signature pages. each of which when so exeaAed and danced shaft be an original. but all sudi counterparts shall together conStauls DLO o and the same application. SDNY_GM_02755669 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 0024259I EFTA01327707 VMONY140 A113 VI-IDNVDIG OT £ Wd o inr oloz V 1 :2 03113 SDNY_GM_02755670 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242592 EFTA01327708 FORM APPROVED OMB NO. 2120-0012 UNITED STATES OF AMERICA oNI 0 at IBMIIIIM IF =BMW=MK MOM OHMS N AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL < .40 AND BENEFICIAL TITLE OF THE AIRCRAFT DES- ei CRIBED AS FOLLOWS: . i UNITED STATES X 0 REGISTRATION 30 NUMBER N493LX AIRCRAFT MANUFACTURER & MODEL E.i.. C c RAYTHEON AIRCRAFT COMPANY 400A 1,1 CA AIRCRAFT SERIAL NO. 111 RK-244 8 DOES THIS l$ DAY OF FEB., 2010 4 HEREBY SELL, GRANT, TRANSFER AND ii 01 DELIVER ALL RIGHTS, TITLE, AND INTERESTS -0 D Not Wnle In Thi ON Bloc* 7 IN AND TO SUCH AIRCRAFT UNTO: FOR FAA USE " m NAME AND ADDRESS (IF INDIVIDUAL (S), GIVE LAST NAME. FIRST NAME, AND MIDDLE INITIAL.) K w 0 FLIGHT OPTIONS, LLC 6.25% OF 100% itt r 26180 CURTISS-WRIGHT PARKWAY O ct RICHMOND HTS., O1-1 44143 D 0. „PRP DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 16n4 OF FEB., 2010. NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPED OR PRINTED) (IN INK) (IF EXECUTED FOR (TYPED OR PRINTED) CO-OWNERSHIP. ALL MUST SIGN.) SELLER WELLS FARGO BANK C.--- V P of Whole Aircraft Sales & NORTHWEST, N,A. - Acquisitions of TRUSTEE EDWARD T. MCDONALD FLIGHT OPTIONS, LLC Acting as Attorney-in-Fact for WELLS FARGO BANK NORTHWEST. N.A. - TRUSTEE ACKNOWLEDGEMENT (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 SDNY_GM_02755671 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242593 EFTA01327709 V WOHC1)10 All0 VHOHV1I0 or 6 Lid 8 lllr OM? 118 HAI V tiiS::3M Li V SOdIV tit ullfd 03-113 SDNY_GM_02755672 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242594 EFTA01327710 3 O O V O RELEASE 0 FO Financing, LLC (the "Secured Party"), as the secured party under the Mortgages a 3 (described and defined in Annex I attached hereto), hereby: (i) releases from the terms of the a Mortgages all of the collateral covered thereby (including but not limited to the Airframe and Engines described on Annex I) and (ii) discharges the international interests created by the Mortgages and represented by the International Registry File Numbers described on Annex I. a Dated: _ , 2010 L (The remainder of this page is intentionally left blank) a O O SDNY_GM_02755673 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242595 EFTA01327711 „vtovill•Ao 1.1•4110 •",41 • lilt titg so £ Wd O via 03113 lie VSI AO. SDNY_GM_02755674 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242596 EFTA01327712 IN WITNESS WHEREOF, the undersigned has executed this Release as of the dated noted above. FO Financing LLC By: Name: Bret Wiener Title: Vice President SDNY_GM_02755675 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242597 EFTA01327713 Annex I To Release Page 1 Airframe One (I) Raytheon Aircraft Com any model 400A aircraft bearing manufacturer's serial number RK-244 (described on the International Registry drop down menu as RAYTHEON AIRCRAFT COMPANY model 400A with serial number ROC-244) and U.S. Registration No. N493LX. Engines Two (2) Pratt & Whitney Canada model JT15D-5 aircraft engines bearing manufacturer's serial numbers PCE-JA0256 and PCE-JA0257 (described on the International Registry drop down menu as PRATT & WHITNEY CANADA model JT15D SERIES with serial numbers 3A0256 and JA0257) (which engines are in excess of 550 horsepower or the equivalent). Mortgages Description Date Date FAA Conveyance International Registry of Document Executed Recorded Number File Numbers Aircraft Mortgage and 12/13/07 06/12/08 AM000500 N/A Security Agreement between Flight Options, LLC, as grantor, and FO Financing, LLC, as Mortgagee Second Aircraft 17/13/07 06/12/08 AM000501 N/A Mortgage and Security Agreement between Flight Options, LLC, as grantor, and FO Financing, LLC, as Mortgagee Aircraft Mortgage and 03/20/09 04/01/09 LA001848 322997 Security Agreement 323003 between Flight 323001 Options, LLC, as grantor, and FO Financing, LLC, as Mortgagee '4140H '1)10 /WO VI, PV -O10 60 C _ velk(t ilOkortgages"). 0116 iyiner; ViHI:M C011i SDNY_GM_02755676 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242598 EFTA01327714 DOCUMENT LEVEL ANNOTATIONS SEE RECORDED CONVEYANCE AM000500 ET AL ZSC3921 PG 195 SDNY_GM_02755677 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242599 EFTA01327715 SDNY_GM_02755678 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 002426((1 EFTA01327716 RECORDEDCONVEYANCE FILED IN: U.S. DEPARTMENT OF TRANSPORTATION NNUM: 493LX FEDERAL. AVIATION ADMINISTRATION SERIAL NUM: CROSS-REFERENCE-RECORDATION yam` MODEL: AIR CARRIER: This form is to be used in caws where a conYclance cones several aircraft and engines, propellers, or locations. File original of this form with the recorded conveyance and a copy in each aircralI folder involved. TYPE. OF CONVEYANCE DATE EXECUTED NAME CHANGE FEBRUARY II. 2010 FROM DOCUMENT NO. AIR GHISLAINE MC TOOK ASSIGNED TO DATE RECORDED SHMITKA AIR INC FEBRUARY 23. 2010 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: Total Aircraft: Total Engines: Total Props: Total Spare Parts: WS-75.043R(000S) SDNY_GM_02755679 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242601 EFTA01327717 SDNY_GM_02755680 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242602 EFTA01327718 FORS APPROVED Ole Ns 12/bEat UNITED STATES CO AMIGA DEPARTMENT OF 11VMIPONATION MOM APAPON ilINSIMOOPHIPZ Moor AIPICIONSCIL ONION AIRCRAFT PIDMITRNIION APPUCMON cERT ISSUE one t wino STATES N 493u iC - C AiRCAPFI arAURICURER & MODEL Raytheon Aircraft Carpany 403A 1 PACRACT SOUL N. a RK-244 FOR FM use ONLY C5 WM OP REOISMATION ICAO am D34 ( h 0 T. NOMA& O2 Parra* 0 i COMOMMS WII. 034~ 0 S. Wit 0 t Ito ! 4 ) IAA Of AMOCO!!! IhrsoSse tem at seams al awed* 6 MOMS Oa NO mos 11. PS WO eke 1.1104 1.1 Air IThislaine, Inc. 6.25% of 100% • C See Attachment et aked i - H—lo) MERCK MASA I i ADDRESS clincr mannosOOPol• to Pm oppEawn SNORE P.0 WAN tat "MS slams NMI MR Oa Awn) Flight 0tion LLC Prise in; wee 26180 Curtiss-hrioht ParkwaY An Rau* PO. BOB CITY ATM DP CODE Ri thread Heights OH 44143 O CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE ADDRESS OF ATTENTION! Reed Me following statement before stoning this application. Ibis portion MUST be completed. AS Or SONO Sloan/ women 4, rho ropromixo mow or crowds posomni Or Ire PPP, 0, Prosomors WA COM. TOr rt SIC Or) CERTIFICATION . I% CERTry Ill list the east eas• • Gored to po todonionid maws do is a arm NOSE INCOMoml 0 UM 'Ms Sues for Ming WP. M tan* of Kew I Ce GNECX OE AS APPACfoRtATE • 0 A mewl sae se se epsses, floe 1.41 a 1•5611 No uelmere • ON ..,..4.,” =won. Craw, sea doing gods sat We Sol PI imm r„„="r'26tEtralrlISILWititPitlefttertfgerratinine". DI That Is MIMI s POI ApOs14 war es Ste 0 os NW mitt as, DI Thai loss sauna aI oar's> s snow o oar tor Ma sin Ow Roans Areon AOsnevolon NOTE: II MICUND law PO-Dano!PNP all ACMconls sat Icn UP* MAME ids It firlaSses TYPE OR PRINT NAPE BELOW SIGNATURE SoONATure "" V P of hhole Aircraft Nis gli C-------- -- & Acquisitions of Flight V act:tis, LLC Is a SIONATuRE mu acting as Attcrney-I III Edgard T. McDonald for Air Ghislaine, Inc. I —MID ONE iI SKPLATuRE ME NOTE Poses woo al to Collicad• ce Aka. Rogarben. Po Prollt Inv loo °MONO IP 0 00.00 AOI In Sae d ID errs. anna WW1 We Pm MI( Com oI Pit appEasot nun Or awns° in I. moan IC Fon bXel (9031 052.00.62840371 SDNY_GM_O2755681 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00242603 EFTA01327719 vvioNviNe A/I0 VWOHVtN0 £S T LW 61 Nur ow? 89 HOl1VUiSlO3!! .1.3VUO131V 'VA HIM anu SDNY_GM_02755682 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00242604 EFTA01327720 ATTACHMENT TO AIRCRAFTREGISIPtikTION APPLICATION OM / —M 410 Reg #: N493LX Model: Raytheon Aircraft Company 400A WM: RK-244 Owning an undivided Name of Applicant: Interest of: Address: 1.) 2.) Southeastern Mills, Inc. 12.60% of 100% Shown on Original form hereto 3.) Ascent II, LLC 3.126% of 100% Shown on Original form hereto 4.) Prime Time Associates, LLC 6.26% of 100% Shown on Original form hereto 5.) Dockery Leasing Corporation 6.25% of 100% Shown on Original form hereto 6.) JHPH, LLC 6.25% of 100% Shown on Original torn hereto 7.) George H. Davis, Jr. 3.126% of 100% Shown on Original form hereto 8.) Emeril Air, LLC 6.25% of 100% Shown on Original form hereto 9.) Air Leader, Inc. 3.126% of 100% Shown on Original form hereto Wells Fargo Bank Northwest, N. A. - 10.) Trustee 6.26% of 100% Shown on Original form hereto Robert L. Emery & Dana M. Emery - 11.) Trustees 6.25% of 100% Shown on Original form hereto 12.) Two Big Bears, LLC 6.25% of 100% Shown on Original form hereto 13.) Daniel O. ConwIll, IV 3.126% of 100% Shown on Original form hereto 14.) Mann Partners, LLC 6.26% of 100% Shown on Original form hereto 15.) Advance Beverage Company, Inc. 6.26% of 100% Shown on Original form hereto 16.) LLI Corp. 6.25% of 100% Shown on Original form hereto 17.) Flight Options, LLC 6.25% of 100% Shown on Original form hereto Signatures: Title: Date: V P of Whole Aircraft Sales & Acquisitions of Flight Options. LLC Acting as Attorney-in-Fact for #2,3.4.5,6.7.8.9.10.11,12.13.14.15.16 1 4 J Edward T. McDonald V P of Whole Aircraft Sales & Acquisitions of Flight Options, LLC Edward T. McDonald for #17 1-161-10 By signing above, the applicant agrees and stipulates (I) to the terms. conditions and cenificatlon of the AC Tom, 8050-1 Aircraft Registration Application, to which this page is attached (the -Application'). (II) that all of the information set fonh on the Applcation .5 true and curved as of this date. and (Ill) the Application may be executed by the co-owners by executing separate coumerpan signature pages, each of which when so executed and delivered shall be an cecina'. but aN such counterparts shall together congests but one and the same application. SDNY_GM_02755683 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242605 EFTA01327721 VPIOHV1310 ADO Vki0H7180 £S T lid 61 NEW 010? 88 NOiiv8ISID38 144110e/IV VV3 IIIIM 031:4 SDNY_GM_02755684 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242606 EFTA01327722 DOCUMENT LEVEL ANNOTATIONS TYPE OF REG CORR'D TO SHOW TYPE #9, NON-CITIZEN CORP CO-OWNERSHIP SDNY_GM_02755685 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242607 EFTA01327723 SDNY_GM_02755686 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242608 EFTA01327724 FORM APPROVED O OMB NO 2120.0042 UNITED STATES OF AMERICA 8 U. & WARMER OF IIMISPMIADM FERAL AIMS AIIIMMUIMEN AIRCRAFT BILL OF SALE 00 FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL a) AND BENEFICIAL TITLE OF THE AIRCRAFT DES- • CRIBED AS FOLLOWS: . UNITED STATES REGISTRATION NUMBER N 493LX AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A • AIRCRAFT SERIAL NO. $5.00 01119/2010 RK-244 ici DOES THIS IN DAY 0Eitin., 2010 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS Do Not Write In This Block 8 IN AND TO SUCH AIRCRAFT UNTO: FOR FAA USE ONLY NAME AND ADDRESS (IF INDIVIDUAL (5). GIVE LAST NAME. FIRST NAME. AND MIDDLE INITIAL.) PURCHASER LLI CORP. 6.25% OF 100% 26180 CURTISS-WRIGHT PARKWAY RICHMOND HEIGHTS, OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS DAY OFjaii ., iti 1" 2010 NAME (5) OF SELLER SIGNATURE (S) TITLE (TYPED OR PRINTED) (IN INK) (IF EXECUTED FOR (TYPED OR PRINTED) CO-OWNERSHIP, ALL MUST SIGN.) SELLER FLIGHT OPTIONS, LW •••=:re_____-- V P OF WHOLE AIRCRAFT SALES EDWARD T. MCDONALD & ACQUISITIONS ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FM 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 SONY_GM_02755687 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242609 EFTA01327725 A1,v0Honvuo cs r 6 Nur 8 bid Nouvu.isi;)3v 010? vvd f,,,„ ,37,4v8oinv SDNY_GM_02755688 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242610 EFTA01327726 FORM APPROVED 1 UNITED STATES OF AMERICA O ILL MAME IF TIAMMITAIIININ AL AIMDMI AtliMISILIDIN AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE 0 UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N 493LX a AIRCRAFT MANUFACTURER & MODEL a a RAYTHEON AIRCRAFT COMPANY 400A a AIRCRAFT SERIAL NO. a RK-244 0 DOES THIS Ill I " DAY OFJOA., 2010 0 HEREBY SELL, GRANT, TRANSFER AND 00 DELIVER ALL RIGHTS, TITLE, AND INTERESTS Do Not AA In This Block IN AND TO SUCH AIRCRAFT UNTO: FOR FAA USE ONLY r y NAME AND ADDRESS (IF INDIVIDUAL (S). GIVE LAST NAME. FIRST NAME. AND MIDDLE INITIAL.) PURCHASER ADVANCE BEVERAGE COMPANY, INC. 6.25% OF 100% 26180 CURTISS-WRIGHT PARKWAY RICHMOND HEIGHTS, OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS DAY OFJak ., Fr 2010 NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPED OR PRINTED) (IN INK) (IF EXECUTED FOR (TYPED OR PRINTED) CO-OWNERSHIP. ALL MUST SIGN.) SELLER FLIGHT OPTIONS, LLC V P OF WHOLE AIRCRAFT SALES EDWARD T. MCDONALD & ACQUISITIONS ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER, MAY BE REOUIRED 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 SDNY_GM_02755689 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242611 EFTA01327727 %MOWN° ASIO VHOH71)10 es r Wd 61 KIP 010? at3 ti011V8ISID3N 1410101ilti VVd HI/M 03114 SDNY_GM_02755690 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242612 EFTA01327728 IOM AFPROIO) OM Ms MONO UNITED STATES OF MVO CRINSTISIT OF 111NOWORIDO04 MOM MOO AlternyiNsifelte NOTISCINIT AIMIONOWICAL OMR AIRCRAFT RECIOTRATON APPUCATIODI CERT. ISSUE DATE . ANTED VMS REOISTRNC•4 Kula P4 4411 x AIROMIT MANURCTIMIM • MOM Itsythecn Aircraft Copan, 40:1A NICIVIT Slow. Ma RK- 244 FOR FAA USE ONLY TYPE OF MOISTRATION IChedt ass SAO CI I. maws O 2. Porn. 0 3. GarPoralon ip F. Governor 0 1. 000 0 ISCee PStal" NNE OF APPuCANT 41)~0) glom on ~co al PeaM • rend. Yon* S II MT* WS mill' SI • 1.) Air Ghislaine, Inc. 6.25% of 100%% lee Attachrent cla.4-eel IR--49-I-01j TELERCNE MASER. ( I ADDRESS *___eel 1 Sams fa, *M applosni SSW F.O. SOX Is U. prwsioal ecklmss eat On be Vow.l Cho: Flight Options. LLC Rafts srel tot 26180 Ortiss —WriOit Parbey Rural &Ms PO Ow CRY STATE PP CODE Richironi Heights OH 44143 ID CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Raid the following stinsinont Wore signing this application. Thls portion MUST be completed. A (as a 01.Vriel fromar to aro (mow., the sOCOCaSCO mey 55 "SunOS b Cannhorl Sy Ins re , or rmnpens (US Cosy. To. R. Sec M011 CERTIFICATION • Wit CERTIFY Milts to rte'. Octal I owed Cy We ura•-wyeS appoint aro *SSW (etekeg Orpflion,) 0 Me tordP4 Imola Oa Teem IMIL OS mow of Rao ). CP CHEER ME As APPROMATI a CI A Ida in Yen. at an neSSISIOn IF 1.151 Co RIM 1.5511 S. k jp A RAYPOIRA aposslice opprend _i npa.:1126Ifnel.lefOrtatinlffir. .. o. tains la Wel Ps *oat is ea repseened tease Ire Inn of Iry Oflny 03fetry era ',ram.- Isms ofNSW Delakere (31 no Reel opine a wpm/. is allathoa of nos tea fora ea.. Iho FoCnTal Seaton Atrneersno, NOTE II •••OA•O lot SO-TmnfICMID IS IOPCW1S TWO Sipi Use repine ICO a netOOSSWY TYPE E SIGNATURE lif is N SIONA Mil of V P of Sales & Maricetic Flight Options, LLC mu acting as Attorney - In - hleE I IR for Air Ghislaine, Inc. ill lein i I mu GATE NOTE Pp., mow of Pe OMAN* c1i ACM Reakalat. we Saab OW to epleseed In s prod melanoma/10 day. tory aro. term gm MK copy of On apples*, moil be urns, S We WM. AC Tam 80501 mei (0052.004214C07) SDNY_GM_02755691 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EF1'A_00242613 EFTA01327729 • VIVOHr1)10 A110 VWOHV7H,0• ; OT Lai I? 030, 88 NOILVOISIS3211.JVHOUIV VV.I HAIM 031Id SDNY_GM_02755692 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00242614 EFTA01327730 ATTACHMENT TO AIRCRAFT, REGIBTRATION APPLICATION aOcka /49-c2/-07 Reg #: N493LX Model: Raytheon Aircraft Company 400A SIN#: RK-244 Owning an undivided Name of Applicant: interest of: Address: 1.) 2.) Southeastern Mills, Inc. 12.60% of 100% Shown on Original form hereto 3.) Ascent II, LLC 3.125% of 100% Shown on Original form hereto 4.) Prime Time Associates, LLC 6.25% of 100% Shown on Original form hereto 5.) Dockery Leasing Corporation 6.26% of 100% Shown on Original form hereto 6.) JHPH, LLC 6.26% of 100% Shown on Original form hereto 7.) George H. Davis, Jr. 3.126% of 100% Shown on Original form hereto 8.) Emeril Air, LLC 6.26% of 100% Shown on Original form hereto 9.) Air Leader, Inc. 3.126% of 100% Shown on Original form hereto Wells Fargo Bank Northwest, N. A. - 10.) Trustee 6.26% of 100% Shown on Original form hereto Robert L. Emery & Dana M. Emery - 11.) Trustees 6.25% of 100% Shown on Original form hereto 12.) Two Big Bears, LLC 6.25% of 100% Shown on Original form hereto 13.) Daniel O. Conwlll, IV 3.126% of 100% Shown on Original form hereto 14.) Mann Partners, LLC 6.26% of 100% Shown on Original form hereto 15.) Flight Options. LLC 18.75% of 100% Shown on Original form hereto 16.) Signatures: Title: Date: V P of Whole Aircraft Sales & Acquisitions of Flight Options. LLC Acting as Attomey-in-Fact for Edward T. McDonald #2.3.4.5.6.7.8.9.10.11.12.13.14 fa-on-oci V P of Whole Aircraft Sales 8 Edward T. McDonald Acquisitions of Flight Options. LLC for #15 is-d I-ol By signing above. the applicant agrees and stipulates (I) to the terms. conditions and certification of the AC Form 8050-1 Aircraft Registration Application. to which this page is attached (the "Applcaffon'). (It) that N of the Information set forth on the Application is true and curred as of this date. and (III) the Application may be executed by the co-owners by executing separate counterpart signature pages, each of Medi when so executed and (*awed Wall be an original. but al such counterparts shall together constitute but one and the sane application. SDNY_GM_02755693 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242615 EFTA01327731 VI1OHV1NO ALSO VW0H71)10 OT IA 1220600? as NOLVILLSIO3li VII HUM 03-03 SDNY_GM_02755694 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002426 I 6 EFTA01327732 FORM APPROVED OMB NO. 212O-0042 UNITED STATES OF AMERICA Mt IEPAIIIMBR I =SMARMREIM AMINMMIMIRARMI AIRCRAFT BILL OF SALE 0 FOR AND IN CONSIDERATION OF $1.00 ovc THE 0 3 UNDERSIGNED OWNER(S) OF THE FULL LEGAL •.< AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CRIBED AS FOLLOWS: 0 UNITED STATES 0 REGISTRATION NUMBER N 493LX a0 a AIRCRAFT MANUFACTURER & MODEL L RAYTHEON AIRCRAFT COMPANY 400A O AIRCRAFT SERIAL NO. RK-244 O 0 DOES THIS aIV-DAY OF DEC., 2009 HEREBY SELL, GRANT, TRANSFER AND 0"b) DELIVER ALL RIGHTS, TITLE, AND INTERESTS Do Not Write In nis Block IN AND TO SUCH AIRCRAFT UNTO: FOR FAA USE ONLY NAME AND ADDRESS (IF INOMDUAL (S), GIVE LAST NAME, FIRST NAME. AND MIDDLE INITIAL.) PURCHASER MARM PARTNERS LLC 6.25% OF 100% 26180 CURTISS-WRIGHT PARKWAY RICHMOND HEIGHTS, OH 44143 S5.00 12/21/2009 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER. AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS a PTDAY OF DEC., 2009 NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPED OR PRINTED) (IN INK) (IF EXECUTED FOR (TYPED OR PRINTED) CO-OWNERSHIP, ALL MUST SIGN.) SELLER FLIGHT OPTIONS, LLC 4c-e----- .. V P OF WHOLE AIRCRAFT SALES EDWARD T. MCDONALD & ACQUISITIONS ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FM RECORDING: HOWEVER. MAY BE REQUIRED 8Y LOCAL LAW FOR VALIDITY OF THE INSTRUMENT. ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition SDNY_GM_02755695 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242617 EFTA01327733 Vh10HV7k0 Aito se OT r2 030 6001 HOf1VU1Sr0ay i Vvd amdpvay& SDNY_GM_02755696 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002426 I 8 EFTA01327734 FORM APPROVED OMB NO 2120-0042 1004816 Conveyance Recorded Jen/07/2010 10:25 AM Fo UNITED STATES OF AMERICA Y.E. IIPMIIIBII1 IlUJ0NMAIMIFMK AIM= AIMINIMIATI0N AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N493LX AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS 67" DAY OF NOV., 2009 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: 8"- 1g NAME AND ADDRESS ; (IF INDIVIDUAL (S). GIVE LAST NAME. FIRST NAME. AND MIDDLE INITIAL ) PURCHASER FLIGHT OPTIONS, LLC 6.25%OF 100% 26180 CURTISS-WRIGHT PARKWAY RICHMOND TITS., OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 6TH OF NOV., 2009. NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPED OR PRINTED) (IN INK) (IF EXECUTED FOR (TYPED OR PRINTED) CO-OWNERSHIP. ALL MUST SIGN.) SELLER MOUNTVILLE MILLS, er---- -- V P OF WHOLE AIRCRAFT INC. SALES & ACQUISITIONS OF EDWARD T. MCDONALD FLIGHT OPTIONS, LLC ACTING AS ATTORNEY IN-FACT FOR MOUNTVILLE MILLS, INC. 1 ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FM RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) . , ORIGINAL: TO FAA . r : AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersede% Previous Edihoo. SDNY_GM_02755697 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242619 EFTA01327735 Anoviyollv73,0 se or mokin,f0 118 A, 8 ra 310 Quo? oiit,y4sio3u eft 81141 SDNY_GM_02755698 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242620 EFTA01327736 FORM APPROVED 04.18 NO. 2120-0042 UNITED STATES OF AMERICA O a US. DUMDUMIBMIPMTAIION FEDERPIAIMMN ADMINISIMII0N S Altaa(Ar I (SILL Ut *ALL FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL . AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CRIBED AS FOLLOWS: S UNITED STATES A REGISTRATION R NUMBER N493LX Ct AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. Z.4 RIC-244 0 DOES THIS 201/1 DAY OF JULY, 2009 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS Do Not FWnie In This Block IN AND TO SUCH AIRCRAFT UNTO: FOR AA USE ONLY NAME AND ADDRESS OF INDMDUAL (5), GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL.) PURCHASER FLIGHT OPTIONS, LLC 3.125% OF 100% 26180 CURTISS-WRIGHT PARKWAY RICHMOND HTS., OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 20Th OF JULY, 2009. NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPED OR PRINTED) ON INK) (IF EXECUTED FOR (TYPED OR PRINTED) CO.OWNERSHIP, ALL MUST SELLER SIGN.) DANIEL 0. CONWILL,IV C17 V P OF WHOLE AIRCRAFT SALES & ACQUISITIONS OF FLIGHT EDWARD MCDONALD OPTIONS, LLC ACTING AS ATTORNEY IN-FACT FOR DANIEL 0. CONWILL, IV ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FM RECORDING: HOWEVERMAY 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 SDNY_GM_02755699 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0024262 I EFTA01327737 SDNY_GM_02755700 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242622 EFTA01327738 FORM APPROVED _ DNB . NO 2120-0042 3 UNITED STATES OF AMERICA O COARTAIBIT IRAMPORTATION MUM ADIAIMISMA 0011 8• AIRCRAFT BILL OF SALE O FOR AND IN CONSIDERATION OF $1.00 ovc THE 0 UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CRIBED AS FOLLOWS: tl UNITED STATES REGISTRATION NUMBER N493LX a AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS 7" DAY OF JULY, 2009 HEREBY SELL, GRANT, TRANSFER AND o f DELIVER ALL RIGHTS, TITLE, AND INTERESTS A Do Not Wnte In This Block IN AND TO SUCH AIRCRAFT UNTO: F OR FAA USE ONLY NAME AND ADDRESS (IF INDIVIDUAL (S). GIVE LAST NAME. FIRST NAME. AND MIDDLE INITIAL.) PURCHASER FLIGHT OPTIONS, LLC 9.375% OF 100% 26180 CURTISS-WRIGHT PARKWAY RICHMOND HTS., OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 7Th OF JULY, 2009. NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPED OR PRINTED) (IN INK) (IF EXECUTED FOR (TYPED OR PRINTED) CO-OWNERSHIP. ALL MUST SELLER SIGN.) PARKS AVIATION, LLC . . , V P OF WHOLE AIRCRAFT SALES & ACQUISITIONS OF FLIGHT EDWARD MCDONALD OPTIONS, LLC ACTING AS ATTORNEY IN-FACT FOR PARKS AVIATION, LLC ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FM 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 SDNY_GM_02755701 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242623 EFTA01327739 vivouvuo Alia monvixo 62 or /du re 330 6001 UR NOIIVUIS103kIldV80 Vvd HIIM 03714 SDNY_GM_02755702 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242624 EFTA01327740 I hereby certify this Is a true exact y of eo O re Ire T e ervicetic. 0 0 LOAN 0 (For use on deals drawn under the September 1, 2003, Agreement) 3 0 FAA RELEASE 0 0 Raytheon Aircraft Company Model 400A 0 Manufacturer's Serial No. RK-244 a Registration No._ N493LX a Engine Make and Model Pratt & Whitney Canada JT15D Engine Serial Nos. pre-Jan/56 z Kr JA0257 Propeller Make and Model N/A O Propeller Serial Nos. N/A O O The undersigned, assignee of the interest of Raytheon Aircraft Credit Corporation, Secured Party under the Security Agreement dated January 14 , 2002 with Sarnair, Inc. as Debtor, recorded by the Federal Aviation Administration on March 2/102, , as Conveyance No. S118267* ,which Security Agreement was assigned to the undersigned pursuant to the FAA Assignment dated as of September 77 2003 , recorded by the FAA on Seotember_24, 2001, as Conveyance No. RnA7c179 , hereby releases all of its interest in the collateral covered by said Security Agreement. Dated this 14 , day of July *and assigned by Raytheon Aircraft Credit BANK OF AMERICA, NATIONAL ASSOCIATION Corporation to Raytheon Aircraft Receivables Corporation by FAA Assignment dated AS ADMITSTRATIVE AGENT 1/14/02, further assigned to Bank of America, National Association as Adminstrative Agent, collectively recorded by the FAA on By: '•-•7_ .-(1 V / itas..44- • 7 1. / / Kathleen M. Carry, Vi e President 3/6/2002 as Conveyance No. S118267.' BA018,0 ne-unciCiSigr.cd agiiiriorihereby releasi all of their interest, if any, iii the collateral covered - by the Security Agreement described above. Dated this day of July , 2009 . Raytheon Aircraft Raytheon Aircraft General Aviation Receixables Corporation Credit,comoration Recei blesComorat'on By: fiekata4/4 By: 4741 atiikf By: g,/,‘I'W Name: David A. Williams Name: David A. Williams Name: David A williams Title: Vice President - Title: Vire President - Title: Vino Prosident - General Counsel General Counsel General Counsel This Release shall consist of this one page only, with no schedules, appendices or similar attachments attached hereto. • • - and CertAtimgamsession filed by Bank of America, N.A. As Admin. SDNY_GM_02755703 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242625 EFTA01327741 v war:1)10 A SIA V NOW: TO hs T I 91 TIP soot 111V3 013VdOlil,/ t4011,7 3113 " VV3 SDNY_GM_02755704 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242626 EFTA01327742 DOCUMENT LEVEL ANNOTATIONS ORIG RETD TO IATS SEE REC CONV # S118267, C018, PG 1, ET AL SDNY_GM_02755705 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242627 EFTA01327743 SONY_GM_02755706 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242628 EFTA01327744 FORM APPROVED ORD lib. MOONS UWE° SIAM a MIERCA EMIPARTMENT CC TPANSPORTAllat Mae MASON marntemve fileacarf Aleaseamem. COM AMC,Ws REGISMATION APPUCA11001 CERT. ISSUE CASE UW11O STAMS Ricurriunce• MAMA t4 493LX ...CRAFT MANUFACTURER & WOO Raytheon Aircraft Conpany 400A ARCMS" SUM /63 R(-244 FOR FAA USE ONLY lYPE OF REOSTRATKIN idea ai• fa) O I. Individual O 2. Pannmesho O 1 CONIONOOn W4 CO-Cewer O S Govt O 6 NeP. C461.1 rain NAME CC APPLICANT 04000) nom cm wave 0 emetic A eiv0/0. v• v. areb. OM MM. MO ..... " 1.0 • 1.) Air Ghislaine, Inc. 6.25% of 103% (See Attachnent du a l 4 4 1O1 ) TiVile•OPIE NUMMI I ) "Din r"'"" JewohitsOrs:net(ISO PDX It .ad. OVIira Adams molt* be Paw.) MONS MO ONO 26180 Curtiss-Wright Pariney mad Rea PO Oa an STATE iv COO( Ricitroxl Heights CH 44143 O CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTESTOR, Read the following statement Mons signing this application. This portion MUST be complete& A we a aecnail dray so any Cason .II 11111 value. ma, It golds t• Pagebnerit by Imo e, 4 , CI ebbillatVW•nt i U.S Cola NW It Sic IWO CERTIFICATION • PM Ciente III The to 400•• en% • ~id ty TN ur4.101000 China. PTO 16 a NI/0111010Weg cepflons) el as Weed ENS lie NON PAL On nom 0 lupin I. or OIECX ONE AS APPROPRIATE a 0 A mien Ake aim 0110n 0191.11 0 , (ROO I IS, 0, 40 11I 13y1) In DO avere b %A ...our 40Tonlon 0/gwalt0 NO 00ng 0•3•003 NON So Iona tits x inv:Zti S ""gtinra 121 III en bora • ed 10010SANI WOW 100 IPA 01 lot 1010011000/11 0/10 kr:7617dr ft' 01 That NO wawa 01 ffivripvh0 a wen or ma won ow us me Aran *Aeon AbenTreon NOTE. II nocubed foe co.:A.01SW el apparels wee Or Use sir" PO. 3 romealri TYPE SIGNATURE ME V P of Sales 8 Marketirir I lig of Flight Options, LLC 1- ‘410i a 3 SIGMA TITLE Sat rig as Aturnerin-FtwIE II J. Lein for Air thislaine, Inc. AYE SIGMA TITLE DAZE /1011 ONION IKON CA P• OPIOCO• 01 MOM Ampareon. Pr nal nay be ogee. 071 • Rea" AN • 4•0144 0 TO dwyt dew) at me to PIS aweless applamon mum be and on me WO* AC kern 0:60- (903) (:052-204229207) SDNY_GM_02755707 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00242629 EFTA01327745 VI40/4V1X0 A113 VLIONV1X0 CS I lid 191 lir WOO? miiivtusion iltsii; Iti VVA HIM 03114 SDNY_GM02755708 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00242630 EFTA01327746 ATTACHMENT TO AIRCRAFTAGCATION APPLICATION 1-1141 Reg ft: N493LX Model: Raytheon Aircraft Company 400A SM. RK-244 Owning an undivided Name of Applicant: Interest of: Address: 1.) 2.) Southeastern Mills, Inc. 12.50% of 100% Shown on Original form hereto 3.) Ascent II, LLC 3.125% of 100% Shown on Original form hereto 4.) Prime Time Associates, LLC 6.25% of 100% Shown on Original form hereto 5.) Dockery Leasing Corporation 6.25% of 100% Shown on Original form hereto 6.) JHPH, LLC 6.25% of 100% Shown on Original form hereto 7.) George H. Davis, Jr. 3.125% of 100% Shown on Original form hereto 8.) Emeril Air, LLC 6.25% of 100% Shown on Original form hereto 9.) Air Leader, Inc. 3.125% of 100% Shown on Original form hereto Wells Fargo Bank Northwest, N. A. - 10.) Trustee 6.26% of 100% Shown on Original form hereto 11.) Mountville Mills, Inc. 6.25% of 100% Shown on Original form hereto Robert L. Emery & Dana M. Emery - 12.) Trustees 6.25% of 100% Shown on Original form hereto 13.) Two Big Bears, LLC 6.25% of 100% Shown on Original form hereto 14.) Parks Aviation, LLC 9.376% of 100% Shown on Original form hereto 15.) Daniel 0. ConwIll, IV 6.25% of 100% Shown on Original form hereto 16 ) Flight Options. LLC 6.25% of 100% Shown on Original form hereto Title: Date. V P of Sales & Marketing of Flight Options, LLC Acting as Attorney-in-Fact for #2.3.4.5.6.7,8,9,10.11,12,13.14.15 V P of Sales & Marketing --41-4111- of Flight Options, LLC for #16 By signing above, IM appbcanl agrees and stipulates (II to the terms conditions and certification of the AC Form 8050-1 Airaaft Repstration Application. to wtsch Ih.s page is attached (the "Application"), (II) that all of the information set forth on the Appltcabon ts true am aided as or this dale. and (III) the ApplicaliOn may be executed by the co-owner, by execiseg separate counterpart sgnalure pages. each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but ono and the same appicabon. SDNY_GM_02755709 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 0024263I EFTA01327747 inionv, NO A 110 VI40111/1N0 CS r tid 9T ler sou 219 HOUVILLS1038 LATUOMV V. Vd HIM 0311j SDNY_GM_02755710 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242632 EFTA01327748 FORM APPROVED L OMB NO. 2120-0042 O UNITED STATES OF AMERICA O IL L WARNER Of 11WISPIRTADVIKIM MIAMI MMI0STRA8PI AIRCRAFT BILL OF SALE 0 0 FOR AND IN CONSIDERATION OF $1.00 ovc THE 3 UNDERSIGNED OWNER(S) OF THE FULL LEGAL 9 AND BENEFICIAL TITLE OF THE AIRCRAFT DES- 0 CRIBED AS FOLLOWS: . 0 UNITED STATES REGISTRATION N493LX NUMBER a AIRCRAFT MANUFACTURER & MODEL Raytheon Aircraft Company, model 400A 0 AIRCRAFT SERIAL NO. RK-244 "4 O DOES THIS 14 TN DAY OF ,.),aky ., 2009 0 HEREBY SELL, GRANT, TRANSFER AND •• DELIVER ALL RIGHTS, TITLE, AND INTERESTS Do Not Writs In Thls Block IN AND TO A 6.25% of SUCH AIRCRAFT UNTO: F OR FAA USE ONLY z NAME AND ADDRESS 5 (IF INDNIDUAL (S). GIVE LAST NAME. FIRST NAME. AND MIDDLE INITIAL.) Flight Options, LLC PURCHASER 26180 Curtiss-Wright Parkway Cleveland, OH 44143 6.25% OF 100% 55 00 07/18/2009 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THISit-r" DAY OP9,4( 2009. NAME (S) OF SELLER SIGNATURE (S) TI{L€ (TYPED OR PRINTED) (IN INK) (IF EXECUTED FOR (TYPED OR PRINTED) CO ERSHIP. ALL MUST SIGN.) Bank of America, N. A., as SELLER Vice President Administrative Agent — S r ACKNOWLEDGEMENT (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 SDNY_GM_02755711 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242633 EFTA01327749 IIWOHY1X0 A113 VNOHV1M0 CS It lid 91 lfir aB NOIVirtliSI93d LP/ 83 WV V V.1 KM% 03114 SDNY_GM_02755712 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242634 EFTA01327750 L O O AGENCY DISPLAY OF ESTIMATED BURDEN O The Federal Aviation Admloistranon estimates Mai the avenge hanks cur this report b.5 boor pm response You may submit any (MOW) cometnlag caw accuracy of Ma bonito nrimamer any aufgelliNla for redwingMe hordes lo the O11k. of Msnsvmesi sod Bodin lOhlB). Yea may Aso seed mimeses to 0 the Federal Aviation Admiaiseration.avil Mistime Registry. P.O. Boa 3.1101.Oklahoma City.OK 731154504, Anemias: OMB number 2120.0041 C) 0 3 I U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION 0 Aircraft Registration Branch P.O. Box 25504 0 Oklahoma City, OK 73125-0504 CERTIFICATE OF REPOSSESSION OF ENCUMBERED AIRCRAFT 0 0 (Fractional Interest) a a Aircraft Manufacturer and Model Raytheon Aircraft Comoanv.400A C Aircraft serial number RK-244 FAA registration number N79ITA p11.A A4 \'4 1,0 0 Samair, Inc. (-Debtor") entered into a Promissory Note ("Note), dated January 14, 2002. in favor of RACC. in connection with 0 the financing of the acquisition of a 6.25% fractional interest in the following: that certain Raytheon Aircraft Company model 400A aircraft bearing manufacturers serial number RK-244, United States Registration No. N493LX (formerly N793TA), and two (2) Pratt & Whitney Canada model JT I 3D-5 (described as PRATT & WHITNEY CANADA model JTI5D SERIES on the a International Registry drop down menu) aircraft engines (which engines have 350 or more rated takeoff horsepower or the '0 equivalent thereof) bearing manufacturer's serial number PCE•JA0256 and PCE-JA0257 (described as JA0256 and JA0257 on the International Registry drop down menu) (collectively the interest"). Debtor executed that certain Security Agreement (as assigned and set forth below, the 'Security Agreement"), dated January 14, 2002 covering the Interest, in favor of RACC to secure payment of the indebtedness of the Note, assigned by RACC to Raytheon Aircraft Receivables Corporation ("RARC") by the FAA Assignment dated January IS. 2002, and further assigned by RARC to Bank of America. National Association as Administrative Agent by the FAA Assignment dated January b. 2002, collectively recorded by the Federal Aviation Administration on March 6, 2002 as Conveyance No. 5118267. Pursuant to FAA Assignment dated September 22. 2003. the Security Agreement was assigned by Bank of America. N.A., as administrative agent under the Fourth Amended and Restated Purchase and Sale Agreement to RARC, further assigned to General Aviation Receivables Corporation ("GARC"). and further assigned to Bank of America, N.A., as administrative agent (the "Agent') under the Fifth Amended and Restated Purchase and Sale Agreement. dated as of September 1. 2003, recorded by the FAA on September 29. 2003. as Conveyance No. R062972. On or about May 21. 2009, Debtor breached its obligations under the Note and Security Agreement. as assigned. On or about June 15, 2009, Agent foreclosed on the security interest granted by the Security Agreement and repossessed the Interest in accordance with applicable laws. Agent has performed all obligations imposed on the secured party under the Security Agreement and applicable local laws. The undersigned unifies that, in accordance with the terms of said Security Agreement, and pursuant to the pertinent laws of the State of Kansas, Agent divested the Debtor, and any and all persons claiming by, through or under Debtor, of any and all title they had or may have had in the Interest and that Agent now owns the Interest. NOTE: If die agreement involved was not recorded Dank of merica, N. A., as Administrative Agent with the Aircraft Repstrwion Branch. the NAM LDER OF ENCUMBRANCE anginal or <orifice INC copy shaad wcompany this certificatt of repossession. K an M. Carry I. gar Vice-President Title 1`11 d 007 Date9 091971358165 $15.00 07/16/2009 B SDNY_GM_02755713 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242635 EFTA01327751 17140111/ 1)10 Alla VI4OHY1X0 ZS .1Wd 191 ifir as NOIl V illS103a V Vd KIM 03114 SDNY_GM_02755714 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 91 101 15, and 17 EFI•A_00242636 EFTA01327752 DOCUMENT LEVEL ANNOTATIONS SEE REC CONV # S118267, C018, PG 1, ET AL SDNY_GM_02755715 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242637 EFTA01327753 SDNY_GM_02755716 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242638 EFTA01327754 FORM APPROVE) Oa HP NITWIT UNTIED STAVES OF AMERICA DEPART ENT CF TIVALTFORTATION - swam ACeinnyinOolla 1808001•• AOIONAInry. IOTA AIRCRAFT REOISIAARCN APFLICAIKIR CERT ISSUE DATE L D STAIRS munow RIMIER real ACE N 493LX Ang in yth w ernAl7C7a nit urcnbany 4864 lUACRAFT SERIN No FH- 244 FOR FAA USE ONLY TOE OF REGISTRATION (ORO re 'NI O 1. MOMS'S 08 O 2. POONO1O0 O 1 COOCOKOn Ya 4. Co-mover O 5. GOO. O (I ' NM:As" MAW OF APPUCAPAT (PencNs) Nom Al omen et OutonttAIVO.Ott Oho om mom fro1 molt ON ANNA il " ) 1.) Air Ghislaine, Inc. 6.25% of 100% • (See Attactnent 61 €d5-6 •- ofi Q., TELEPTIONE AMMER I I *CORM INNAINed IIIIiitriPpt pArtliageMEWINIIP.0 SOX it mat p•RINI Mew ma Rios eloNN) do: 26180 Curtiss - Might ParKey Nate we snot ' Full ANN PO Sac CITY STATE RP CODE Richrcnd Heights CH 44143 O CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS MENTION! Rad th• following stalsonsed belOns signing INs IMMICMIos Thls porton MUST bs ammistsd. A NO. a *Pawl awn os (lista% Al ON Applailan eft be Goa* AN puSeNnow by NY N14101 It08011011914 NS Cot. RN It Sc ICON CERTIFICATION 41 CERTIFY (1) MO IN Soo Mont le mood by MO ~ION COON. ate in Often NOKIA SO) a to UNIAS SION IRA NON In* NW NANO Kiln I> DOCK ONE AS NIPROPRATE • (3 A .WYE SIN NS an nOsinson Ihnn 1151 or Forte 1301 NO b al A tritetoln 0:11:010o 0.02•0 Ind 0,05 WOW* WOW IN Om 0 OMNI Delmore . Th. = N ,..s eartia nd-fritauart in to So 0 NI toot^ Goa imorslef011e9O*00 unror tt= TA" Slur - so, IN TINT Mad vodn aI osarsiv or has Own so wen sl. him Awaits Aesrestal NOTtgallaitedle•CO.OvinoldShip N Sbanti Mull S UM mum IS li Mailery TYPE OR PANT NAME ION SIGNATURE TIOPEARIRE nitE Executive Vice Presideneut ' 1 of Flight Optiais, at 5-b-oq b g MU acting as Attorney - In - iti iii Jarres P. Miller for Air Chislaine, Inc. i % SCRAM& TIRE , DATE NOTE Pontine Nap ol Is Gnus 00 Anna AmmAsma. IN Anna meow moms As • pros no A mom of TO GOO ono MAN ins Is PINK Mpg el w warm as N iSMS0 in Is ROM. AC Faun (903) os24:404269007) SDNY_GM_02755717 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00242639 EFTA01327755 VII0Hrbi0 All0 VW, HrINO HI i Wd 9 AN N& 88 NOLIVU.Ltifi'DIJ 1080111V • anu " SDNY_GM_02755718 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00242640 EFTA01327756 ATTACHMENT TO AIRCRAFT REGISTRATION APPLICATION elakei C-4.0-09 Reg #: N493LX Model: Raytheon Aircraft Company 400A &NM RK-244 Owning an undivided Name of Applicant: Interest of: Address: 1.) 2.) Southeastern Mills, Inc. 12.60% of 100% Shown on Original form hereto 3.) Samair, Inc. 6.26% of 100% Shown on Original form hereto 4.) Ascent II, LLC 3.125% of 100% Shown on Original form hereto 5.) Prime Time Associates, LLC 6.25% of 100% Shown on Original form hereto 6.) Dockery Leasing Corporation 6.26% of 100% Shown on Original form hereto 7.) JHPH, LLC 6.25% of 100% Shown on Original form hereto 8.) George H. Davis, Jr. 3.126% of 100% Shown on Original form hereto 9.) Emerll Air, LLC 6.25% of 100% Shown on Original form hereto 10.) Air Leader, Inc. 3.125% of 100% Shown on Original form hereto Wells Fargo Bank Northwest, N. A. - 11.) Trustee 6.25% of 100% Shown on Original form hereto 12.) Mountville Mills, Inc. 6.25% of 100% Shown on Original form hereto Robert L. Emery & Dana M. Emery • 13.) Trustees 6.25% of 100% Shown on Original form hereto 14.) Two Big Bears, LLC 6.25% of 100% Shown on Original form hereto 16.) Parks Aviation, LLC 9.375% of 100% Shown on Original form hereto 16.) Daniel 0. ConwIll, IV 6.25% of 100% Shown on Original form hereto Signatures: Title: Date: Executive Vice President of Flight Options, LLC Acting as Attorney-in-Fact for #2.3.45.6.7.13.9.10.11,12,13.14,15,16 / $7 James P. Miller By spring atom. the appScare agrees and stipulates (l) to the terms, conditions and certification of the AC Form 6050-1 Arcraft Regention Application, to which this page is atlacted One 'Application", (IQ Mat all of the information set forth on to Apttalion is IAA and mewl as of this date. and (III) the ApPtiCatiOn may be executed by the co-owners by executing separate counterpart signature pages. each of which when so executed and delivered shall be an original. Out MI such couMerparts shall together constitute Out one and the same spoliation. SDNY_GM_02755719 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 0024264I EFTA01327757 A i V olivOiviiV:.ii:70), 0 If' r Lid 9 feu 66,01 &E? No viivtIllS):.) d - 1114 Gait/ 6" w SDNY_GM_02755720 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242642 EFTA01327758 FORM APPROVED cc OMB NO. 2120-0042 O UNITED STATES OF AMERICA UAL COMTMEMIf MANSPIRTAIMI MALL AVIATION ADIMICITIAMN AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE 0 UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES- 3 CRIBED AS FOLLOWS: . UNITED STATES 0 REGISTRATION 0 NUMBER N 493LX a a AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 O ce, DOES THIS (O 714 DAY OF MAY, 2009 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS co' Do Nol Write In This Block IN AND TO SUCH AIRCRAFT UNTO: FOR FM USE ONLY NAME AND ADDRESS (IF INDIVIDUAL (SL GIVE LAST NAME. FIRST NAME. AN0 MIDDLE INITIAL.) PURCHASER DANIEL 0. CONWILL, IV 6.25% OF 100% 26180 CURTISS-WRIGHT PARKWAY RICHMOND HEIGHTS, OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS (..." DAY OF MAY, 2009. NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPED OR PRINTED) (IN INK) (IF ECUTED FOR (TYPED OR PRINTED) C . ALL MUST SIGN.) fr w FLIGHT OPTIONS, LLC EXECUTIVE VICE -I w JAMES P. MILLER PRESIDENT H ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FM 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 091261339024 $5.00 05/06/2009 SDNY_GM_02755721 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242643 EFTA01327759 V6OUV1NO All3 VW-my/No th I Lid 9 mum: 118 NOIIVULS!::40 IdVy0yly Vrd 03-0.4 SDNY_GM_02755722 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242644 EFTA01327760 U.S. Department Flight Standards Service P.O. Box 25504 of Transportation Aircraft Registration Branch. Oklahoma City. Oklahoma 73125-0504 AFS-760 140519544206 Federal Aviation Toll Free: 1-866-7044715 WEB Address: http:vregistry.laa.gov Administration Date of Issue: May 4, 2009 AIR GHISLAINE INC SOUTHEASTERN MILLS INC ET-AL GO FLIGHT OPTIONS MC 26180 CURTISS WRIGHT PKWY RICHMOND HEIGHTS, OH 44143-1453 HAND DELIVERED TO IATS IN THE PD ROOM T092291 This facsimile must be carried in the Aircraft as a Temporary Certificate of Registration for N493LX RAYTHEON AIRCRAFT COMPANY 400A Serial RK-244 and is valid until Jun 03, 2009. This is not an airworthiness certificate. For airworthiness information, contact the nearest Federal Aviation Administration Flight Standards District Office. ic3aralYiatuuti for Walter Binkley Manager, FAA Aircraft Registry, AFS-750 Federal Aviation Administration .VS-710-FA.X4 (1005) SDNY_GM_02 755723 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242645 EFTA01327761 SDNY_GM_02755724 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242646 EFTA01327762 A Insured Aircraft Tit e Service, Inc. 72)v. Acceptor, DM May/04/2009 P.O. Box 19527 Oklahoma City, Ok 73144 (405) 681-6663 4848 SW Nth Street (800) 654-4882 T i4Thensureclaucraft corn Oklahoma City, O1/4 73179 FAX (405) 681-9299 Federal Aviation Administration Date: 5-4-cA Aircraft Registry Gentlemen: Please issue a duplicate certificate on the aircraft herein described: N 4615LX • Certificate has been lost in mail Make & /1 41* -0Y) ff"W. or Model qcoA Customer has misplaced the certificate SIN RK-A414 to the present registered owner: night. Dp.hovi6, ••••Please issue a Flying Time Wire for this aircraft to Insured Aircraft Tide Service, In in the Public Documents room. Thank you, By: ARM Documentation Specialist Registration to Return Certificate of Certti Certificate registration to Return LA. T.S SDNY_GM_02755725 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242647 EFTA01327763 dS)C.\ \ LAITI AilO VHOIPI1NO vvc)HV1NO 2h I 41c1 h ANW 6001 119 liV8381V Vid 1111* 03111 SDNY_GM_02755726 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242648 EFTA01327764 FORS. APPROPED CIAS No 2I20400 UMW SEMIS OF /MEW* DEPARTLENT OF 1RANSPOROMEM MOM. —a Memeenanymise RoseCerT emenedRIPAL OINIIII AIRCRAFT REOSTRATION APPLICATCM CERT ISSUE DATE UM110 STATES 1410.111.1MON mama493LX N AIRCRAFT MANUFACTURER & ICOEL Raytheon Aircraft Calvary 403A AIRCRAFT SERIAL to. PX- 244 FOR FM USE ONW TYPE OF REGISTRATION O* no Mee 0 I. Inclinduil 0 2. Pwbenalp 0 3 COTOrabon jo 4. Co-oanle 0 S. 1300 0 A NAME OF APOUCAPTI "Nana) /Nat a attance of o..erino a staal. re re an Iry rem erd SO* SI 1.) Air Ghislaine, Inc. 6.25% of 100% • (see Attachient Cia.i.ed sq.-0g) TELEPNCOM MASER. 4 I ADOREES Worn Ta NJ COMM sod nu 2. 000X ERN" Paw Monne mmI Imo be ;N.,) smalit ites ht 0ptials, LLC Miner in Set 26103 Cu- tiss - Wright Parbev Awe ,....,: rG Gar Cr sun DP COOS Richnand Heights CH 44143 O CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS OTENTION1 Reed the following statement talon signing this applkation. This nation MUST be completed. A Ube of Onions, Answer is en, Gaon en oppearbon nonwoven led pmenem ey Vs eV , a onreo-eass NS Co . TS, OA Sec WOO CERTIFICATION . wins., That In on. stun a non try Me monism, applcent ate panne, Cones conneee) cd re urea:, Soma fro sole" nit. gra are 01 New ONCK 0111 AS APPROPRIATE • 0 A MSS S an an ..wean Soon l. isi or tom. 1.5511 No tt X] A tchessen oseetelen wpm*" ard dor" weans vow the M ,, mow DelMare etaag..tirafaliVitninlar ''' arg":"sn206-Calng MN" en Mee * ace Nash wow to teas of ary tow, =tin ate 131 The ,.s seta ei onnento 4 42444CIC• .44 Pr 1.O MI IV r44•4 Anne hannetraen NOTE: I 'seethed lee 03-ONNIN)111 100Caate must sqn um it.... SA It Meeenre. TYPE GA PANT NAME SIGNATURE SKIMATURE 11" Executive Vice Presider fig of nicht Options, LLC .6.--1 —ol b x *matting as Attcney - In - Fasits ill Janes P. Miller , fix Air Ghislaine. Inc. A 11 EMNMVIE 1111.1 0Alt 11011 ere" ANN el IN Naas <4 Ara* apertasen to mar me, en :codes forepaw" morn cd P3 Oen. *so stip hue re Na copy 0 en spraceso, mai te wad o n" aeon ACfo ol2650.10003) EtosNicasoon SDNY_GP.1_02755727 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00242649 EFTA01327765 vrionvimo • vrinwrnm gh I Wd t al NOZ 1101111/ 29 N0IEVILLSIS;b11O VVA HIV/ 03114 SONYGM02755728 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00242650 EFTA01327766 ATTACHMENT TO AIRCRAFT REGISJRATION APPLICATION cf01.< FO CI Reg #: N493LX Model: Raytheon Aircraft Company 400A S/NO: RK-244 Owning an undivided Name of Applicant: Interest of: Address: 1.) 2.) Southeastern Mills, Inc. 12.60% of 100% Shown on Original form hereto 3.) SameIr, Inc. 6.26% of 100% Shown on Original form hereto 4.) Ascent II, LLC 3.126% of 100% Shown on Original form hereto 6.) Prime Time Associates, LLC 6.26% of 100% Shown on Original form hereto 6.) Dockery Leasing Corporation 6.26% of 100% Shown on Original form hereto 7.) JHPH, LLC 6.25% of 100% Shown on Original form hereto 8.) George H. Davis, Jr. 3.125% of 100% Shown on Original form hereto 9.) Emerll Alr, LLC 6.25% of 100% Shown on Original form hereto 10.) Air Leader, Inc. 3.126% of 100% Shown on Original form hereto Wells Fargo Bank Northwest, N. A. - 11.) Trustee 6.25% of 100% Shown on Original form hereto 12.) MountvIlle Mills, Inc. 6.26% of 100% Shown on Original form hereto Robert L Emery & Dana M. Emery - 13.) Trustees 6.25% of 100% Shown on Original form hereto 14.) Two Big Bears, LLC 6.25% of 100% Shown on Original form hereto 16.) Parks Aviation, LLC 9.375% of 100% Shown on Original form hereto 16.) Flight Options. LLC 625% of 100% Shown on Original form hereto Signatures: Title: Date: Executive Vice President of Flight Options. LLC Acting as Attorney-in-Fact for 02.3.4.5.6.7.8.9.10.11.12:13,14,15 5-/-al Executive Vice President of Flight Options. LLC for #16 By signing above. eie applicant agrees an0 Stipulates (I) to the In. conditions and certScation of the AC Form 8050.1 Aircraft RegIstrabon Application. to which this papa b antrened (the 'Application". (II) Matelot the eformatIon set loth on It. Application is true and correct as,eifMis date, and (Ill) the Application may be executed by the co-owners by executing separate counterpart signature pages. each of which when so executed and delivered shall be an original. but WI suds counterparts shaa together constitute but one and the same application. SDNY_GM_02755729 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 0024265I EFTA01327767 ViVOIIC1NO 1,110 liCifiV1)10 Oh I Wd T AIII4600Z NOIMIISVJA 12VEOVIV vyj 131IJ SDNY_GM_02755730 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 1O, 15, and 17 EFTA_00242652 EFTA01327768 FORM APPROVED 0 OMB NO 2120-0042 3 O UNITED STATES OF AMERICA O U. S. MPARTMBIT OF IRMIWNIIIIIIM MM. AIMIMI AIMMIRATIM 1.0 AIRCRAFT BILL OF SALE 0 FOR AND IN CONSIDERATION OF $1.00 ovc THE 0 3 UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CRIBED AS FOLLOWS: 0 UNITED STATES 0 REGISTRATION NUMBER N 493LX a a AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. O RK-244 OO DOES THIS /Sr DAY OF rn ., 2009 O HEREBY SELL, GRANT, T NSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS Do Not Write In This Blodc IN AND TO SUCH AIRCRAFT UNTO: FOR FAA USE ONLY n D NAME AND ADDRESS (IF INDIVIDUAL (S), GIVE LAST NAME. FIRST NAME. ANO MIDDLE INITIAL.) PURCHASER AIR GHISLAINE, INC. 6.25% OF 100% 26180 CURTISS-WRIGHT PARKWAY RICHMOND HEIGHTS, OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 19rDAY OF 2009 NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPED OR PRINTED) (IN INK) I XECUTED FOR (TYPED OR PRINTED) C P, ALL MUST SIGN.) SELLER FLIGHT OPTIONS, LLC EXECUTIVE VICE JAMES P. MILLER PRESIDENT ACKNOWLEDGEMENT (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 $5.00 05/C11/2009 45/0442009-e_x--- SDNY_GM_02755731 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242653 EFTA01327769 " 0 "tik0 All0 vilf.uvuo Oh I bid I Autj 6801 ao /1011VIIIS‘r,;i1 VV.I LirtiOWV (131:3 SDNY_GM_02755732 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 1O, 15, and 17 EFTA_00242654 EFTA01327770 FON/ WOOED CRE Ile M04:041 UMW STATES OP AMERCA DEBARMENT OF mAnsAcarAncei resew. AMEN AOSESIMMEE TIONRONEMONANTER. canes MAME REGISTRATION APPUCAIXIN CERT. ISSUE DATE UWE° STTES ill REGISTRATIONANUMBER II ogii X EMMET IMPALIMMIFIER S WOE 3 Raytheon Aircraft Conpany 4COA AIRCRAFT SERIAL No. RX-244 FOR FM USE ONLY TYPE OF REGISTRATION (OM cm MN 7.) O O I. MORRIE O E MIME* O 3. CEPOrMon Ige. Con O & GEM 0 a. Nra).4" NME OF APPLICANT IPenoNN Mom en Elem. W omenhp II IMMO. give El new IM nem sM Mee NMI 9 15.) Flight Options, LLC 12.50E of 100E (See Attachrrent ctetket 4-7-04) TeamoNE maw i ) ADORES Mememal Mod edam kwt MI embun RIM/00P0. SCR IIImEMMITIA MimsImImi tmomm) Fligh Options, LLC NEM ad OM 26180 Curtiss-Wight Parlosey ME Mee PO Sea an EKE ZIP GOOF Richnzpi Heights OH 44143 0 CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENT1ONI Rood ths following ststsmont Sion signing this @pollution. This portion MUST Po completed. A IIII• IP MEM PIMPI la AM Ma6cA n Es apemen my t• p04 lo- mare by Me rd 1o, no men, US Cade. TIM III. SIR 10E) CERTIFICATION qi CERTIFY (I) TM n. atm war is mead by em mamma S int me is a Often prop capprelkesl 0 Re Med SIME. par Mrs Pa W nem al roar I. 0r MEGA ONE AS APPROPRIATE M C A NOM Sr Or OA ferfar (Pr. I.IN dr Fenn 1.5511 No b O A romPlan Mw. .n ametied WE dory Nana Ms Me Ms al MINN Rd said sunk • bred AM IMAM wad a Re UMW ERA Am* or IMP Tom anI amMe IN P•00001 ai Ca TM Re eim/t Is MI MORE My Po less ol wit Mips may. otl PP) TM ay Mew 0 amine • sumo of hm ten AM se Re Pedant Mken Adniamon NOTE: I moose lot coon whip ell ..Las mum Woo WP num Ode II MCIPME TYPE OR PRINT OW SIGNATURE . TITLE DATE 80M" Executive Vice President Ili of Flight Options, LLC 44- 7 - 0q 8 l'i LIRE MIA DATE il James P. Miller SIGNATURE TITLE DATE i I NOTE MGM "INIM O as Ceacs. S ME TAITIMMen. re aratti Cm it weal suss no a suss si to dem am rat thr Re PM OW/ di des ePOPln mei be CAME 4n me siocrall AC Arm COW (SEW) IC052404284O31) SDNY_GM_02755733 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00242655 EFTA01327771 • • • • vv+0101)1° 1110 vv.' iiviv0 OS I ;Ad L Bag 1°2 t40:vivysiivs:::.%.,143iiiiv:001V U2 n i SONY_GM_02755734 :T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00242656 EFTA01327772 ATTACHMENT TO AIRCRAFT REGISTRATION APPLICATION dat€ d - 1 - 01 Reg # N493LX Model Raytheon Aircraft Company 400A SIN# RK-244 Owning an undivided Name of Applicant: Interest of: Address: 1.) Southeastern Mills, Inc. 12.50% of 100% Shown on Original form hereto 2.) Samalr, Inc. 6.26% of 100% Shown on Original form hereto 3.) Ascent II, LLC 3.126% of 100% Shown on Original form hereto 4.) Prime Time Associates, LLC 6.25% of 100% Shown on Original form hereto 6.) Dockery Leasing Corporation 6.26% of 100% Shown on Original form hereto 6.) JHPH, LLC 6.25% of 100% Shown on Original form hereto 7.) George H. Davis, Jr. 3.126% of 100% Shown on Original form hereto 8.) Smell' Air, LLC 6.25% of 100% Shown on Original form hereto 9.) Air Leader, Inc. 3.126% of 100% Shown on Original form hereto Wells Fargo Bank Northwest, N. A. - 10.) Trustee 6.25% of 100% Shown on Original form hereto 11.) Mountville Mills, Inc. 6.26% of 100% Shown on Original form hereto Robert L Emery ES Dana M. Emery - 12.) Trustees 6.26% of 100% Shown on Original form hereto 13.) Two Big Bears, LLC 6.26% of 100% Shown on Original form hereto 14.) Parks Aviation, LLC 9.375% of 100% Shown on Original form hereto 15.) 16.) Signatures: Title: Date: Executive Vice President of Flight Options, LLC Acting as Attorney-in-Fact for #1.2.3.4.5.8.7.8.9.10,11.12.13.14 Q7-04 By siring above. Me applicant agrees and sitpulales (I) to the tams, conditions and Certification of the AC Form 8050-1 Aircraft Registration Application. to which this page b attached Brie Application (II) that al of the Information set forth on cur *mutation Is true and correct as of this dale. and (III) the Application may be executed by the co-owners by exeCuling separate COunterpan signature pages. each of which when so executed and delivered shall be an original. but all such counterpane shall together constitute but one and the same applicabon SDNY_GM_02755735 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242657 EFTA01327773 VW0,41U0 A110 .•11V1)10 OS I hid L gal 6001 .11./U,1{1 Itr Fa: • SDNY_GM_02755736 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242658 EFTA01327774 FORM APPROVED w OMB NO 21204042 UNITED STATES OF AMERICA U.& 0HIMIHENTIf TIUUMMITHI0N MGM AMAMIMAIM= a AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE 0 3 UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CRIBED AS FOLLOWS: . UNITED STATES 0 0 REGISTRATION _NUMBER N 493LX a AIRCRAFT MANUFACTURER & MODEL a RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. O RK-244 O O DOES THIS 1 m DAY OF Apr; 1 ., 2009 O HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS Do Na Write In Pis Block IN AND TO SUCH AIRCRAFT UNTO: FOR FM USE ONLY n y NAME AND ADDRESS (IF INDIVIDUAL (S), GIVE LAST NAME. FIRST NAME. AND MIDDLE INITIAL.) PURCHASER PARKS AVIATION, LLC 9.375% OF 100% 26180 CURTISS-WRIGHT PARKWAY RICHMOND HEIGHTS, OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 1 1" DAY OF April., 2009. NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPED OR PRINTED) (IN INK) (IF ECUTED FOR (TYPED OR PRINTED) CO , ALL MUST SIGN.) SELLER FLIGHT OPTIONS, LLC EXECUTIVE VICE AMES P. MILLER PRESIDENT ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FM 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 $5.00 04/07,2009 SDNY_GM_02755737 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242659 EFTA01327775 VPIOAV1)10 All0 VW •HV1N0 OS T bid L ildbl 6002 US NOLLVElStA 10133211V VVJ HUY 43114 SDNY_GM_02755738 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242660 EFTA01327776 WORDED CONYE1 ANCE FILED IN: U.S. DEPARTMENT OF TRANSPORTATION NNUM: 493LX FEDERAL AVIATION ADMINISTRATION SERIAL NUM: RE-244 RAYTHFDN AIRCRAFT COMPANY CROSS-REFERENCE—RECORDATION IODEL: 400A AIR CARRIER: This form is to be used in cases where a convelaince cones scroll aircraft and engines, propellers, or locations. File original of this form with the recorded COMMIDCC and a copy in each aircraft (War involved. TYPE OF CONVEYANCE DATE EXECUTED AIRCRAFT MORTGAGE AND SECURITY AGREEMENT 3/20M9 FROM DOCUMENT NO. FLIGHT OPTIONS LLC LA00I S48 TOOR ASSIGNED TO DATE RECORDED FO FINANCING LLC APR 01. 2009 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: Total Aircraft: I Total Engines: I Total Props: i Total Sparc Parts: N493LX P&W C JTI 5D-5 PCE-JA0257 P&W C JTI5D-5 PCE-JA0256 WS-7.50-23R(0VOS) SDNY_GM_02755739 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242661 EFTA01327777 SDNY_GM_02755740 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242662 EFTA01327778 r 8 CERTWIED COPY 0 TO BE RECORDED BY FM a a0 30 O O tl O AIRCRAFT MORTGAGE AND SECURITY AGREEMENT tl dated as of March .4O, 2009 made by FLIGHT OPTIONS, LLC $15.00 03/20/2009 in favor of FO FINANCING, LLC as Mortgagee I hereby eelif) that I have compared this document with the origirel and it is strut and anon copy demo( Cis-C.4.! ck 4-14-4--e- CHI99 301161304.066497.0072 SDNY_GM_02755741 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242663 EFTA01327779 Vil0 WIN° Ally ne.i1V1N0 CO Z 61 02 NW 6001 'dB NOILVIIISPL:2111P/UOIJIV rid Flit,/ inlij SDNY_GM_02755742 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242664 EFTA01327780 TABLE OF CONTENTS SECTION I CERTAIN DEFINITIONS 1.1 Definitions SECTION 2 GRANTING CLAUSE 5 SECTION 3 REPRESENTATIONS AND WARRANTIES 6 SECTION 4 COVENANTS 6 4.1 Registration Maintenance and Operation 6 4.2 Liens 7 4.3 Taxes 7 4.4 Possession 8 4.5 Insurance 8 4.6 Modification and Additions 8 4.7 Reserved 8 4.8 Inspection 8 4.9 Reserved 8 4.10 Citizenship 9 4.11 Event of Loss with Respect to an Engine 9 4.12 Further Assurances 9 4.13 Sale of Aircraft 10 SECTION 5 RECEIPT, DISTRIBUTION AND APPLICATION OF INCOME 10 5.1 Application of Proceeds and Amounts Realized On Mortgage Collateral 10 SECTION 6 EVENTS OF DEFAULT AND REMEDIES 10 6.1 Remedies 10 6.2 Pocancion of Mortgage Collateral 10 6.3 Sale and Suits for Enforcement 11 6.4 Waiver of Appraisement, etc 12 6.5 Remedies Cumulative 12 6.6 Application of Proceeds 12 6.7 Delay or Omission; Possession of Loan Certificates 12 6.8 Mortgagee's Right to Perform for the Grantor 12 CHI99 1086130-5.06640.0072 SDNY_GM_02755743 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242665 EFTA01327781 SDNY GM 02755744 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242666 EFTA01327782 6.9 Deregistration 12 6.10 Speedy Relief Remedies 13 SECTION 7 MISCELLANEOUS PROVISIONS 13 7.1 Amendments, etc 13 7.2 Indemnification 13 7.3 Reserved 14 7.4 Notices 14 7.5 Continuing Lien and Security Interest; Transfer, Release of Mortgage Collateral; Termination of Mortgage 14 7.6 Governing Law 14 7.7 Severability 15 EXHIBIT Exhibit A Credit and Security Agreement SCHEDULE Schedule 1 Description of Aircraft and Engines - - CHN9 50$61304.066497.0072 SDNY_GM_02755745 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242667 EFTA01327783 SDNY_GM_02755746 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242668 EFTA01327784 AIRCRAFT MORTGAGE AND SECURITY AGREEMENT, dated as of March „If) 2009 (the "Mortiote") made by FLIGHT OPTIONS. LLC, a Delaware limited liability company (the "Grantor") with its chief executive office and principal place of business at 26180 Curtiss Wright Parkway. Cleveland, Ohio 44143, in favor of FO FINANCING. LLC, a Delaware limited liability company, as Lender under the Credit and Security Agreement defined below (the "Mortgagee"). WITNESSETH: WHEREAS, the Grantor and the Mortgagee are parties to that certain Amended and Restated Credit and Security Agreement dated of even date herewith attached hereto as Exhibit A (as amended, amended and restated, joined, supplemented or otherwise modified from time to time, the "Credit and Security Agreement") pursuant to which Mortgagee has agreed to make certain loans and advances to the Grantor subject to the terms and conditions set forth therein; NOW, THEREFORE, to secure indebtedness of the Grantor to the Mortgagee arising under the Credit and Security Agreement, and the repayment of all sums due under the other Loan Documents, as defined in the Credit and Security Agreement, whether direct or indirect, absolute or contingent, joint or several, or now or hereafter existing, the Grantor hereby agrees with the Mortgagee as follows: SECTION 1 CERTAIN DEFINITIONS 1.1 Definitions. Unless otherwise defined herein, capitalized term defined herein shall have the respective meanings ascribed to them in the Credit and Security Agreement. All other capitalized terms defined in the preamble and recitals to this Mortgage shall have the respective meanings ascribed to them therein and the following terms shall have the following defined meanings (and shall be applicable to both the singular and the plural forms of such terms): "Act": the Transportation Act, 49 U.S.C. §§4010I, et. seq., as amended, and any similar legislation of the United States of America enacted in substitution or replacement thereof; together with the regulations of the FAA thereunder, as in effect from time to time. "Aircraft": collectively, each Airframe, together with the Engines installed thereon as of the date hereof, described in Schedule 1 hereto (or any Engine substituted for one of said Engines pursuant to subsection 4.11 hereof), whether or not any of said existing or substitute Engines may from time to time be installed on such Airframe, to the extent of the Grantor's ownership interest therein. "Aircraft Protocol": the official English language text of the Protocol to the Convention on International Interests in Mobile Equipment on Matters Specific to Aircraft Equipment, adopted on 16 November 2001 at a diplomatic conference held in Cape Town, as the same may be amended or modified from time to time. "Airframe": that certain airframe which forms part of the Aircraft, excluding the Engines or engines from time to time installed thereon, either originally mortgaged hereunder and CHI99 5086130-5.06607.0072 S134CoM_0275574i SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242669 EFTA01327785 SDNYGMJ32755748 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242670 EFTA01327786 described in Schedule I hereto, together with any and all Parts which are either incorporated or installed in or attached to such airframe or required to be subject to the lien and security interest of this Mortgage in respect of such Airframe, to the extent of the Grantor's ownership interest therein. "Cape Town Convention": collectively, the Aircraft Protocol, the Convention, the International Registry Procedures and the International Registry Regulations. "Certificated Air Carrier": any corporation (except the United States Government) domiciled in the United States of America and (i) holding a Certificate of Public Convenience and Necessity issued under 49 U.S.C. Section 41102 by the Department of Transportation or any predecessor or successor agency thereto, or, in the event such Certificates shall no longer be issued, any corporation (except the United States Government) domiciled in the United States of America and legally engaged in the business of transporting for hire passengers or cargo by air predominantly to, from or between points within the United States of America, and, in either event, operating commercial jet aircraft capable of carrying 10 or more individuals or 6,000 pounds or more of cargo, which also is certificated so as to entitle Grantor to the benefits of Section 1110 of Title II of the United States Code or any analogous statute with respect to the Aircraft and/or (ii) having certified authority by the FAA to conduct scheduled air cargo transportation under Part 121 of the regulations promulgated under the Act. "Civil Aircraft Registry": the civil aircraft registry maintained by the FAA pursuant to the Act. "Conventioq": the official English language text of the Convention on International Interests in Mobile Equipment, adopted on 16 November 2001 at a diplomatic conference held in Cape Town, South Africa, as the same may be amended or modified from time to time. "Credit and Security Agreement": the term as defined in the above recitals of this Mortgage. "Engine": each aircraft engine described in Schedule 1 hereto, together with any and all Parts which are either incorporated or installed in or attached to such Engine or required to be subject to the lien and security interest of this Mortgage in respect of such Engine, to the extent of the Grantor's ownership interest therein. "Event of Loss": any of the following events with respect to any property: (i) loss of such property or of the use thereof due to theft, disappearance, destruction, damage beyond repair or rendition of such property permanently unfit for normal use for any reason whatsoever; (ii) any damage to such property which results in an insurance settlement with respect to such property on the basis of a total loss; (iii) the condemnation, confiscation, seizure or hijacking of, or requisition of title to or use of, such property by private Persons or Governmental Authority or purported Governmental Authority, excluding, however, requisition for use by the United -2- C11199 5086130.5.066497.0072 SDNY_GM_02755749 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 0024267I EFTA01327787 SDNY GM 02755750 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242672 EFTA01327788 States Government or any instrumentality or agency thereof for a period of less than 60 days; (iv) as a result of any rule, regulation, order or other action by the FAA or other governmental body having jurisdiction, the use of such property in the normal course of interstate air transportation shall have been prohibited for a period of six (6) consecutive months: or (v) the operation or location of such property, while under requisition for use by the United States Government, or any instrumentality or agency thereof, in any area excluded from coverage by any insurance policy in effect with respect to such property, if the Grantor shall be unable to obtain indemnity in lieu thereof satisfactory to the Lender from the United States Government. An Event of Loss with respect to an Aircraft shall be deemed to have occurred if an Event of Loss occurs with respect to such Aircraft, Airframe or any Engine to which is a part of such Aircraft. "FAA": the United States Federal Aviation Administration, or any successor or replacement administration or governmental agency having the same or similar authority and responsibilities. "Governmental Authority": any federal, state, local or foreign governmental or regulatory entity (or department, agency, authority or political subdivision thereof) or any other judicial, public or statutory instrumentality, commission, tribunal, board, court or bureau. "Indemnified Liabilities": those liabilities as defined in Section 7.2 hereof. "International Interest": such interest as ascribed thereto in the Cape Town Convention. "International Registry": the International Registry of Mobile Assets located in Dublin, Ireland and established pursuant to the Cape Town Convention, along with any successor registry thereto. "International Registry Procedures": the official English language text of the procedures for the International Registry issued by the supervisory authority thereof pursuant to the Convention and the Aircraft Protocol, as the same may be amended or modified from time to time. "International Registry Regulations": the official English language text of the regulations for the International Registry issued by the supervisory authority thereof pursuant to the Convention and the Aircraft Protocol, as the same may be amended or modified from time to time. "Irrevocable De-Registration and Export Request Authorization" or "IDERA": such de- registration and authorization as provided under the Cape Town Convention and as provided in subsection 6.9 of this Mortgage. CHt99 5086130.5.066497.0072 SDNY_GM_02755751 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242673 EFTA01327789 SDNY_GM_02755752 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242674 EFTA01327790 "Lien": any mortgage, security deed, deed of trust, pledge, hypothecation, assignment, security interest, lien (whether statutory or otherwise), charge, claim or encumbrance, or preference, priority or other security agreement or preferential arrangement held or asserted in respect of any asset of any kind or nature whatsoever including any conditional sale or other title retention agreement, any lease having substantially the same economic effect as any of the foregoing, and the filing of, or agreement to give, any financing statement under the UCC or comparable law of any jurisdiction and, including, without limitation, rights of others under any engine or parts interchange, loan lease or pooling agreement, and any International Interest and/or Prospective International Interest. "Mortgage": this Mortgage as defined in the preamble. "Mortgage Collateral": such collateral as defined in Section 2 hereof. "Obligation(': such term as defined in the Credit and Security Agreement, including without limitation all amounts due to the Mortgagee arising under or related to this Mortgage. "Parts": at any time, all parts, components, equipment, instruments, appliances, avionics, radio and radar devices, cargo handling systems and loose equipment that are at such time incorporated or installed in or attached to any Airframe, Engine or Part, to the extent of the Grantor's ownership interest therein. "Permitted Liens": (a) Liens of carriers, warehousemen, artisans, bailees, mechanics and materialmen incurred in the ordinary course of business securing sums not overdue; (b) Liens incurred in the ordinary course of business in connection with worker's compensation, unemployment insurance or other forms of governmental insurance or benefits, relating to employees, securing sums (i) not overdue or (ii) being diligently contested in good faith provided that adequate reserves with respect thereto are maintained on the books of the Grantor, in conformity with GAAP; (c) Liens in favor of Mortgagee; (d) Liens for taxes (i) not yet due or (ii) being diligently contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto are maintained on the books of the Grantor, in conformity with GAAP and which have no effect on the priority of Liens in favor of Mortgagee or the value of the assets in which Mortgagee has a Lien; (e) purchase money Liens securing purchase money indebtedness to the extent permitted under the Credit and Security Agreement and this Mortgage (and as such terms are defined in the Credit and Security Agreement); and (f) Liens specifically identified as Permitted Liens in the Credit and Security Agreement. "Proceeds": the meaning set forth therefor in the UCC, and shall include, without limitation, the meaning set forth therefor in the Credit and Security Agreement and whatever is receivable or received when any Airframe, Engine or Part is sold, exchanged, collected or otherwise disposed of, including, without limitation, all amounts payable or paid under insurance, requisition or other payments as the result of any loss (including an Event of Loss) or damage to such Airframe, Engine or Part. "rmpective International Interest": such interest ascribed thereto in the Cape Town Convention. "Replacement Engine" as defined in Section 4.11 hereof. -4- 071199 5086130.5.066497.0372 SDNY_GM_02755753 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242675 EFTA01327791 SDNY_GM_02755754 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242676 EFTA01327792 "Tax" as defined in Section 4.3 hereto. "UCC" means the Uniform Commercial Code as the same may, from time to time be in effect in the State of New York; provided, that in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection or priority of, or remedies with respect to, Mortgagee's Lien on any Mortgage Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, the term "UCC" shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions of this Mortgage relating to such attachment, perfection, priority or remedies and for purposes of definitions related to such provisions; provided further, that to the extent that the term "UCC" is used to define any term herein and such term is defined differently in different Articles of the UCC, the definition of such term contained in Article 9 shall govern. SECTION 2 GRANTING CLAUSE Mortgage and Grant of Security Interest. To secure the due and prompt payment and performance of the Obligations of the Grantor at any time owing to the Mortgagee, the Grantor hereby assigns, mortgages, transfers and confirms unto the Mortgagee and hereby grants to the Mortgagee a first priority security interest, subject to no other Liens, in all right, title and interest of the Grantor in and to the following property, whether now owned or hereafter acquired (herein collectively called the "Mortgage Collateral") and agrees that the foregoing, together with the other provisions of this Agreement, creates in favor of the Lender an International Interest in the Aircraft, as collateral security for the prompt and complete payment and performance when due of all the Obligations: (a) the Aircraft (including the Airframe and the Engines) and all replacements thereof and substitutions therefor to which the Grantor shall from time to time acquire title as provided herein, or any replacements or substitutions therefor, as provided in this Mortgage; (b) all logs, manuals, books, records (including, without limitation, maintenance, servicing, testing, modification and overhaul records) and other documents (including, without limitation, any logs, manuals, books, records and documents maintained in electronic form) relating to or otherwise concerning the Aircraft, the Airframe or any Engine (collectively, the "Records"), including without limitation, all Records required to be maintained by the FAA or any other governmental entity, domestic or foreign, having jurisdiction over the Grantor or the Aircraft, the Airframe or any Engine; (c) all policies of insurance (including, without limitation, any insurance policies required to be maintained by Grantor hereunder relating to the Aircraft, the Airframe and/or any Engine and all payments and proceeds and all rights to payment or compensation received or to be received under any such policies of insurance in respect of any loss or damage to and/or relating to or involving the Aircraft or any part thereof and all compensation and other payments of any kind with respect to the Aircraft, including, but not limited to the insurance required hereunder, under the Credit and Security Agreement and all payments and compensation and rights to payment and/or compensation in respect of any requisition, forfeiture, seizure, detention or other loss of title to or the use or possession of the Aircraft or any part thereof; -5- CHI99 70$6130-$.066497.0072 SDNY_GM_02755755 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242677 EFTA01327793 SDNY_GM_02755756 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242678 EFTA01327794 (d) all proceeds (whether cash or non-cash), rents, tolls, issues, profits, revenues, accounts, accounts receivable, general intangibles, income and any other sums paid, received or to be received as a result of, arising from, derived in connection with or otherwise relating to the Aircraft or any part thereof, including, without limitation, all proceeds, rents, tolls, issues, profits, revenues, accounts, accounts receivable, general intangibles, income and any other sums paid, received or to be received relating to or in connection with the sale, lease, hire, charter or other disposition of the Aircraft or any part thereof or the provision of services of any nature whatsoever utilizing the Aircraft or any part thereof; (e) all Proceeds of all or any of the foregoing whether cash or otherwise. SECTION 3 REPRESENTATIONS AND WARRANTIES The Grantor represents and warrants that: (a) The Grantor shall (i) be a "citizen of the United States" as defined in 49 U.S.C. Section 40102(aX15Xc), (ii) have good and marketable title to such Mortgage Collateral, free and clear of all Liens other than the Liens permitted by subsection 4.2 hereof, and (iii) duly register in the name of the Grantor, at its expense, the Airframe constituting part of such Aircraft, in accordance with the Act and shall have in full force and effect a certificate of airworthiness duly issued pursuant to said Act. (b) This Mortgage is in proper form to be duly filed for recordation in accordance with the Act against the Mortgage Collateral, and this Mortgage shall constitute a duly perfected lien on and prior perfected security interest in such Mortgage Collateral, subject to no other Liens (except for Permitted Liens). (c) (i) No International Interest or Prospective International Interest (other than that of Mortgagee) is registered with the International Registry with respect to the Aircraft; (ii) Grantor shall not consent to the registration of any International Interest or Prospective International Interest with respect to the Aircraft (other than any such interest registered in favor of Mortgagee); and (iii) Grantor has not executed an IDERA with respect to the Aircraft in favor of any person (other than Mortgagee) which has not been discharged and removed from the Civil Aircraft Registry in Oklahoma City, Oklahoma. SECTION 4 COVENANTS 4.1 Registration Maintenance and Operation. The Grantor, at its own cost and expense, will: (i) prior to mortgaging any Aircraft hereunder, (A) cause the Airframe included therein to be duly registered, and at all times thereafter to remain duly registered, in the name of the Grantor in accordance with the Act, (B) register, on the International Registry, its consent to the registration of the Mortgagee's International Interest created pursuant to this Mortgage and the other Loan Documents (including any Prospective International Interest) with respect thereto, (C) provide the Mortgagee reasonably satisfactory evidence that there are no International Interests or Prospective International Interests against the Aircraft which are prior and superior to the Lien of this Mortgage in favor of the Mortgagee; (ii) at all times cause to be maintained, -6- CHI99 5086130-5.066697.0072 SDNY_GM_02755757 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242679 EFTA01327795 SDNY_GM_027557513 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242650 EFTA01327796 serviced, repaired, overhauled and tested each Airframe, Engine, and Part, or other relevant Mortgage Collateral, so as to the good operating condition as when originally mortgaged hereunder, ordinary wear and tear excepted, and, in the case of each Aircraft, in such 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 and to enable such Aircraft at all times to be operated in commercial cargo service in the United States; and (iii) maintain all records, logs and other materials required by the FAA and any other Governmental Authority having jurisdiction to be maintained in respect of such Mortgage Collateral. The Grantor will comply with all material rules and regulations of the FAA. The Grantor agrees that the Airframes, Engines and Parts and any other Mortgage Collateral will not be maintained, used or operated: (A) in violation of any material law, rule, regulation or order (as defined below) of any Governmental Authority having jurisdiction (domestic or foreign), or in violation of any airworthiness certificate, license or registration relating to any Mortgage Collateral issued by any such Governmental Authority, except for any violation which, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; (B) in any area excluded from coverage by any insurance required by the terms of subsection 4.5 hereof, except in the case of a requisition for use by the United States of America, and then only if the Grantor obtains indemnity in lieu of such insurance from the United States of America against the risks and in the amounts required by said subsection 4.5 covering such area, or as to which the Grantor has otherwise obtained the written consent of the Mortgagee; or (C) in any recognized or threatened area of hostilities unless fully covered to the Mortgagee's satisfaction by war-risk insurance, or unless such Airframe, Engine, Parts or other Mortgage Collateral arc operated or used under contract with the government of United States of America under which contract said government assumes liability for any other damage, loss, destruction or failure to return possession of such Airframe, Engine, Parts or Mortgage Collateral at the end of the term of such contract and for injury to persons or damage to property of others or unless the Aircraft is only temporarily located in such area as a result of an isolated occurrence attributable to a hijacking, medical emergency, equipment malfunction, weather conditions, navigational error or other similar unforeseen circumstances and the Grantor is using its good faith efforts to remove the Aircraft from such area. For purposes of this Section 4.1, a "material" law, rule, regulation or order of the FAA or any other Governmental Authority having jurisdiction (domestic or foreign) is one the violation of which may lead to an enforcement action by the FAA or such Governmental Authority or suspension, revocation or limitation of Grantor's authority to operate as a Certificated Air Carrier. 4.2 Liens. The Grantor will not create or suffer to exist any Lien, International Interests or Prospective International Interest upon or with respect to any of the Mortgage Collateral, except for Permitted Liens and any other Liens permitted by the terms hereof and by the Credit and Security Agreement. 4.3 Taxes. The Grantor will pay, and hereby indemnifies the Mortgagee and each Lender from and against, any and all fees and taxes, levies, imposts, duties, charges or withholdings, together with any penalties, fines or interest thereon (any of the foregoing being here called a "Lm") which may from time to time be imposed on or asserted against the Mortgagee or any Airframe, Engine or Part or other Mortgage Collateral or any interest therein by any Federal, state or local government or other taxing authority in the United States or by any foreign government or subdivision thereof or by any foreign taxing authority upon or with respect to: (i) any Airframe, Engine or Part, or any interest therein, (ii) the manufacture, -7- CHI99 5086130-5.066197 0972 SDNY_GM_02755759 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242681 EFTA01327797 SDNYGM_02755760 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242682 EFTA01327798 purchase, ownership, mortgaging hereunder, lease, sublease, use, storage, maintenance, sale or other disposition of any Airframe, Engine or Part, or any rentals or other earnings payable therefor or arising therefrom or the income or other proceeds received with respect thereto, or (iii) this Mortgage; provided, however, that, nothing in this subsection 4.3 shall require the payment of any Tax unless proceedings shall have been commenced to foreclose any Lien which may have attached as security for such Tax, so long as the validity thereof shall be contested in good faith by appropriate proceedings and that Grantor shall have set aside and maintained on its books adequate reserves with respect thereto. 4.4 Possession. The Grantor will not, without the prior written consent of the Mortgagee, except as permitted under the Credit and Security Agreement, lease or otherwise in any manner deliver, transfer, remove or relinquish possession or control of, or transfer any right, title or interest of the Grantor in, any Mortgage Collateral, including without limitation any Airframe, Engine or Part or install any Engine or permit any Engine to be installed, on any airframe other than an Airframe, or permit any Pan to be installed on or attached to any airframe or engine other than to an Airframe or Engine. 4.5 Insurance. (a) The Grantor at its own expense shall carry insurance with respect to the Mortgage Collateral as required pursuant to the terms and provisions of the Credit and Security Agreement, together with such endorsements in favor of the Mortgagee (or Lender) as are required by the Credit and Security Agreement. (b) Upon the occurrence and continuance of an Event of Default, all insurance payments received by the Mortgagee (or Lender) or any Grantor with respect to the Mortgage Collateral shall be (if received by the Grantor, immediately paid to the Mortgagee (or Lender)) held and applied by the Mortgagee (or Lender) against the Obligations as provided under the Credit and Security Agreement, or be retained by the Grantor for application to the repair of damage to the Aircraft, Airframe, Engine, or Part for which such insurance was paid, all in accordance with the terms of the Credit and Security Agreement. 4.6 Modification and Additions. The Grantor, at its expense, shall make such modifications in and additions to the Airframes and the Engines as may be required from time to time to meet the standards of the FAA or other Governmental Authority having jurisdiction. In addition, so long as no Default or Event of Default shall have occurred and be continuing, the Grantor, at its expense, may from time to time make such modifications in and additions to any Airframe or Engine as it may deem desirable in the proper conduct of its business, provided that no such modification or addition shall diminish the value or utility of such Airframe or Engine or impair the airworthiness or operating condition thereof below the value, utility, airworthiness and condition thereof immediately prior to such modification or addition (assuming such Airframe or Engine was of the value and utility and in the condition required by the terms of this Mortgage immediately prior to such modification or addition) and any expenses incurred or related thereto are in accordance with the terms of the Credit and Security Agreement. 4.7 Reserved. CHI99 5016130.3.066497.0072 SDNY_GM_02755761 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242683 EFTA01327799 SDNY GM 02755762 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242654 EFTA01327800 4.8 Inspection. Subject to the provisions of Section 6.10 of the Credit and Security Agreement, the Grantor shall permit the Mortgagee by its officers or agents to inspect the Mortgage Collateral, including the Aircraft, and the Grantor's documents and records relating thereto, at all such times during normal business hours as the Mortgagee may from time to time reasonably request; provided that so long as no Event of Default shall have occurred and is continuing such visits shall be limited to two (2) occasions per fiscal year. 4.9 Reserved. 4.10 Citizenship. The Grantor shall at all times be a "Citizen of the United States" as defined in 49 U.S.C. Section 40102(a)(15Xc). 4.11 Event of Loss with Respect to an Engine. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which there has not occurred an Event of Loss with respect to the Airframe on which such Engine was originally installed, the Grantor shall give the Mortgagee prompt written notice thereof and shall, within 90 days after the occurrence of such Event of Loss, duly subject to the lien and security interest of this Mortgage, in substitution for the Engine with respect to which such Event of Loss occurred, substitute another engine of the same manufacturer and model described on Schedule I attached hereto (or engine of the same manufacturer of an improved model and suitable for installation and use on an Airframe or such other engine acceptable to the Mortgagee) (herein called a "Replacement Engine"), free and clear of all Liens and having a value and utility at least equal to, and being in as good operating condition as, the Engine with respect to which such Event of Loss occurred assuming such Engine was of the value and utility and in the condition and repair required by the terms of this Mortgage immediately prior to the occurrence of such Event of Loss. At the time of such replacement, the Grantor, at its expense, shall (i) furnish the Mortgagee with evidence, reasonably satisfactory to the Mortgagee, of the Grantor's title to the Replacement Engine, (ii) cause a supplement to this Mortgage describing the Replacement Engine to be duly executed and filed for recordation pursuant to the Act, (iii) furnish the Mortgagee with such evidence of compliance with the insurance provisions of subsection 4.5 hereof with respect to such Replacement Engine as the Mortgagee may reasonably request, and (iv) furnish the Mortgagee with such certificates and opinions of counsel as the Mortgagee may request in order to evidence the value, utility and operating condition of the Replacement Engine, the Grantor's title to the Replacement Engine free and clear of all Liens (other than Permitted Liens) and the subjection of the Replacement Engine to the lien and security interest of this Mortgage. Upon full compliance by the Grantor with the provisions of this subsection 4.11, the Mortgagee will deliver to the Grantor an instrument releasing the Engine with respect to which such Event of Loss occurred from the lien and security interest of this Mortgage. For all purposes of this Mortgage, each Replacement Engine shall, after being subjected to the lien and security interest hereof, be deemed an "attune" as defined herein and shall be deemed part of the same Aircraft as was the Engine replaced thereby. 4.12 Further Assurances. The Grantor at its expense will promptly and duly execute and deliver such documents and assurances and take such action as may be necessary, or as the Mortgagee may from time to time request, in order to more effectively carry out the intent and purpose of this Mortgage, to establish, protect and perfect the rights, remedies, liens and security interests created or intended to be created in favor of the Mortgagee hereunder and to comply -9- CHI99 3O8600-5.066497.0072 SDNY_GM_02755763 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242685 EFTA01327801 SDNY_GM_02755764 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242686 EFTA01327802 with the laws and regulations of the FAA and the requirements of the Cape Town Convention with respect any International Interest of the Mortgagee with respect to the Mortgage Collateral. including the Aircraft, or the laws and regulations of any of the various states or countries in which the Mortgage Collateral, including the Aircraft is or may fly over, operate in, or become located in or any other applicable law, including, without limitation, the execution, delivery and tiling of UCC financing and continuation statements with respect to the security interests created hereby, registration of any International Interest of the Mortgagee with respect to the Mortgage Collateral, including the Aircraft with the International Registry, in each case in form and substance satisfactory to the Mortgagee, in such jurisdictions as the Mortgagee may reasonably request. The Grantor hereby authorizes the Mortgagee to file any such statements without the signature of the Grantor to the extent permitted by applicable law. 4.13 Sale of Aircraft. Without the prior written consent of the Mortgagee, the Grantor shall not sell, transfer or otherwise dispose of any Mortgage Collateral, including any Aircraft or enter into any conditional sale, finance lease or any other agreement or arrangement which has the same legal effect as a sale (regardless of whether Grantor retains title to such Aircraft), except as provided in the Credit and Security Agreement. SECTION 5 RECEIPT, DISTRIBUTION AND APPLICATION OF INCOME 5.1 Application of Proceeds and Amounts Realized On Mortgage Collateral. Whether or not an Event of Default or Default shall have occurred and be continuing hereunder and/or under the Credit and Security Agreement, all payments and proceeds related to and arising from the Mortgage Collateral shall be paid to the Mortgagee and applied in accordance with the terms of the Credit and Security Agreement. SECTION 6 EVENTS OF DEFAULT AND REMEDIES 6.1 Remedies. If an Event of Default under the Credit and Security Agreement shall occur, the Mortgagee may, without notice of any kind to the Grantor, except as otherwise provided herein and to the extent permitted by law, carry out or enforce the actions or remedies provided in this Section 6 or elsewhere in this Mortgage, any applicable rights and remedies specified under the Cape Town Convention, and any rights and remedies otherwise available to a secured party under the UCC and/or the Uniform Commercial Code as in effect at the time in any applicable jurisdiction; provided, however, that such actions and remedies shall be in addition to, and not be deemed to limit, the remedies provided in any Security Document. 6.2 Possession of Mortgage Collateral. If an Event of Default under the Credit and Security Agreement shall occur and be continuing, the Mortgagee may, without notice, take possession of all or any part of the Mortgage Collateral, including the Aircraft and may exclude the Grantor, and all persons claiming under the Grantor, wholly or partly therefrom. In addition, the Mortgagee shall be entitled to exercise all of their respective rights and remedies as set forth in this Mortgage, under the Loan Documents, and at law with respca to the Mortgage Collateral. At the request of the Mortgagee, the Grantor shall promptly deliver or cause to be delivered to the Mortgagee or to whomsoever the Mortgagee shall designate, at such time or times and place - 10 - CHI99 SO86130.5.066497.0072 SDNY_GM_02755765 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242687 EFTA01327803 SDNY GM 02755766 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242688 EFTA01327804 or places as the Mortgagee may reasonably specify, and fly or cause to be flown to such airport or airports in the continental United States as the Mortgagee may reasonably specify, without risk or expense to the Mortgagee, all or any part of the Aircraft specified by the Mortgagee. In addition, the Grantor will provide, without cost or expense to the Mortgagee, storage facilities for the Mortgage Collateral, including any Aircraft. If the Grantor shall for any reason fail to deliver any Mortgage Collateral or any part thereof after demand by the Mortgagee, the Mortgagee may, without being responsible for loss or damage, except to the extent caused by the ',Toss negligence or willful misconduct of the Mortgagee, (i) obtain an order from any court having jurisdiction conferring on the Mortgagee the right to immediate possession or requiting the Grantor to deliver immediate possession of all or part of such Aircraft to the Mortgagee, to the entry of which the Grantor hereby specifically consents, or (ii) with or, to the fullest extent provided by law, without such judgment, pursue all or any part of such Mortgage Collateral, including the Aircraft wherever they may be found and enter any of the premises of or leased by the Grantor where such Mortgage Collateral, including the Aircraft may be and search for such Mortgage Collateral, including the Aircraft and take possession of and remove the same. The Grantor agrees to pay to the Mortgagee, upon demand, all expenses incurred in taking any such action; and all such expenses shall constitute Obligations and, until paid, be secured by the lien and security interest of this Mortgage and the Security Documents. Upon every such taking of possession, the Mortgagee may, from time to time, make all such reasonable expenditures for maintenance, insurance, repairs, replacements, alterations, additions and improvements to and of the Mortgage Collateral, including the Aircraft as it may deem proper. 6.3 Sale and Suits for Enforcement. (a) If an Event of Default under the Credit and Security Agreement shall occur and be continuing, the Mortgagee, with or without taking possession of the Mortgage Collateral, including the Aircraft, may: (i) to the extent and in the manner permitted by law, sell at one or more sales, all or any part of the Mortgage Collateral, at public or private sale, at such place or places and at such time or times and upon such terms, including terms of credit (which may include the retention of title by the Mortgagee to the property so sold), as the Mortgagee may determine, whether or not the Mortgage Collateral shall be at the place of sale; and (ii) proceed to protect and enforce its rights under this Mortgage by suit, whether for specific performance of any covenant herein contained or in aid of the exercise of any power herein granted or for the foreclosure of this Mortgage and the sale of the Mortgage Collateral under the judgment or decree of a court of appropriate jurisdiction or for the enforcement of any other right. (b) At any public sale of any Mortgage Collateral, including the Aircraft or any part thereof by the Mortgagee pursuant to paragraph (a)(i) above, the Mortgagee may consider and accept bids requiring the extension of credit to the bidder and may determine the highest bidder at such sale, whether or not the bid of such bidder shall be solely for cash or shall require the extension of credit. -I - CH199 5086130.5.0664970072 SDNY_GM_02755767 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242689 EFTA01327805 SDNY_GM_02755768 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242690 EFTA01327806 (c) The Mortgagee, to the extent permitted by law, may from time to time adjourn any sale under paragraph (aXi) above by announcement at the time and place appointed for such sale or for any adjournment thereof; and without further notice or publication, such sale be made at the time and place to which the same shall have been so adjourned. (d) Upon the completion of any sale under paragraph (aXi) above, full title and right of possession to the Mortgage Collateral, including the Aircraft so sold shall (subject to any retention of title by the Mortgagee as part of the terms of such sale) pass to the accepted purchaser forthwith upon the completion of such sale, and the Grantor shall deliver, in accordance with the instructions of the Mortgagee (including flying any Aircraft or causing the same to be flown to such airports in the continental United States as the Mortgagee may specify), such Mortgage Collateral so sold. If the Grantor shall for any reason fail to deliver such Mortgage Collateral, the Mortgagee shall have all of the rights granted by subsection 6.2 hereof. The Mortgagee is hereby irrevocably appointed the true and lawful attorney of the Grantor, in its name and stead, to make all necessary conveyances of any Mortgage Collateral so sold. Nevertheless, if so requested by the Mortgagee or by any purchaser, the Grantor shall confine any such sale or conveyance by executing and delivering all proper instruments of conveyance or releases as may be designated in any such request. 6.4 Waiver of Appraisement. etc. The Grantor agrees, to the fullest extent that it lawfully may, that it will not (and hereby irrevocably waives its right to) at any time plead, or claim the benefit or advantage of, any appraisement, valuation, stay, extension, moratorium or redemption law now or hereafter in force, in order to prevent or hinder the enforcement of this Mortgage or the absolute sale of the Mortgage Collateral. 6.5 Remedies Cumulative. No remedy herein conferred upon the Mortgagee is intended to be exclusive of any other remedy, but every such remedy shall be cumulative and shall be in addition to every other remedy herein conferred or now or hereafter existing in law. 6.6 Application of Proceeds. If an Event of Default shall have occurred and be continuing, the proceeds of any sale, lease or other disposition of all or any part of the Mortgage Collateral pursuant to this Mortgage and all other sums realized or held by the Mortgagee under this Mortgage or any proceedings hereunder shall be applied in accordance with the terms of the Credit and Security Agreement. 6.7 Delay or Omission: Possession of Loan Certificates. (a) No delay or omission of the Mortgagee to exercise any right or remedy arising upon the happening of any Default or Event of Default shall impair any right or remedy or shall be construed to be a waiver of any such Default or Event of Default or an acquiescence therein; and every right and remedy given to the Mortgagee by this Section 6, the Loan Documents or by applicable law may be exercised from time to time and as often as may be deemed expedient by the Mortgagee. (b) All rights of action under this Mortgage may be enforced by the Mortgagee without the possession of the Notes or any other instrument or document evidencing any obligation or the production thereof in any proceeding. - 12 - 01199 5086130.5.066497 0072 SDNY_GM_02755769 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242691 EFTA01327807 SDNY_GM_02755770 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242692 EFTA01327808 6.8 Mortgagee's Right to Perform for the Grantor. From and atter the occurrence and continuance of an Event of Default, if the Grantor fails to perform or comply with any of its agreements contained herein, the Mortgagee may perform or comply with such agreement, and the amount of the reasonable out-of-pocket costs and expenses incurred in connection with the performance or compliance with such agreement (together with interest thereon at the Default Rate) shall be payable by the Grantor to the Mortgagee on demand and shall be secured by the lien and security interest of this Mortgage. 6.9 Deregistration. If an Event of Default under the Credit and Security Agreement shall occur and be continuing, the Mortgagee may, without being responsible for loss or damage, except to the extent caused by the gross negligence or willful misconduct of the Mortgagee, procure the deregistration of the registration of the Aircraft and export the Aircraft to a jurisdiction of the Mortgagee's choice pursuant to the IDERA and as authorized by the Cape Town Convention. The Grantor agrees to pay to the Mortgagee, upon demand, all reasonable out-of-pocket expenses incurred in taking any such action, including reasonable attorney fees; and all such expenses and fees shall constitute Obligations and, until paid, be secured by the lien and security interest of this Mortgage. At the request of the Mortgagee, the Grantor will execute and deliver an IDERA to the Mortgagee to be filed with the FAA. 6.10 Speedy Relief Remedies. If an Event of Default under the Credit and Security Agreement shall occur and be continuing, the Mortgagee may, pending final determination of its claim in any court proceeding, obtain speedy relief in the form of on order providing for (i) preservation of the Mortgage Collateral and its value; (ii) possession, control or custody of the Mortgage Collateral; (iii) immobilization of the Mortgage Collateral; (iv) lease or, except where covered by sub-paragraphs (i) to (iii) of this subsection 6.10, management of the Mortgage Collateral and the income therefrom, and (v) sale and application of proceeds therefrom. SECTION 7 MISCELLANEOUS PROVISIONS 7.1 Amendments. etc. No amendment or waiver of any provision of this Mortgage, nor consent to any departure by the Grantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Mortgagee and the Grantor, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. 7.2 Indemnification. The Grantor agrees (a) to pay or reimburse the Mortgagee for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Mortgage and any other documents prepared in connection herewith, and the consummation of the transactions contemplated hereby and thereby, (b) to pay or reimburse the Mortgagee for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Mortgage and any such other documents, including, without limitation, the fees and disbursements of counsel to the Mortgagee, (c) to pay, indemnify, and to hold the Mortgagee harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying stamp, excise and other taxes, if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation of - 13 - CH199 5086 00-5066497 C072 SDNY_GM_02755771 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242693 EFTA01327809 SDNY_GM_02755772 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242694 EFTA01327810 any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of. this Mortgage and any such other documents, and (d) to pay, indemnify, and hold the Mortgagee and each Lender harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs. expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Mortgage and any such other documents (all the foregoing, collectively, the "Indemnified Liabilities"), provided that the Grantor shall have no obligation hereunder with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of the Mortgagee. The agreements in this subsection 7.2 shall survive termination of the Credit and Security Agreement and satisfaction of the Obligations thereunder. 7.3 Reserved. 7.4 Notices. All notices, requests and demands to or upon the respective parties hereto to be effective shall be in writing or by facsimile and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made when delivered by hand, or four (4) business days after being deposited in the United States mail, certified or registered mail postage prepaid, or one (1) business day after being deposited with an overnight courier of national reputation, or upon receipt of confirmation of successful transmission with respect to any notice or communication sent via facsimile, to the addresses set forth in the Credit and Security Agreement. 7.5 Continuing Lien and Security Interest; Transfer; Release of Mortgage Collateral; Termination of Mortgage. (a) In addition to the other Security Documents, this Mortgage shall create a continuing lien and security interest in the Mortgage Collateral and shall (i) remain in full force and effect until payment and performance in full of all of the Obligations, (ii) be binding upon the Grantor, its successors and assigns, and (iii) inure to the benefit of the Mortgagee, and its successors, transferees and assigns. (b) Upon the indefeasible payment and performance in full of all of the Obligations, the lien and security interest granted hereby and in the Security Documents shall terminate. Upon any such termination, the Mortgagee will, at the Grantor's expense, execute and deliver an appropriate instrument evidencing such termination of this Mortgage. 7.6 Governing Law. (a) THIS AGREEMENT AND THE ANCILLARY AGREEMENTS SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. (b) THE PARTIES HEREBY CONSENT AND AGREE THAT THE STATE OR FEDERAL COURTS LOCATED IN THE COUNTY OF NEW YORK, STATE OF NEW YORK SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY - I4 - CHN9 5046M-9066499 0092 SDNY_GM_02755773 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242695 EFTA01327811 SDNY_GM_02755774 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242696 EFTA01327812 CLAIMS OR DISPUTES BETWEEN GRANTOR, ON THE ONE HAND, AND MORTGAGEE. ON THE OTHER HAND, PERTAINING TO THIS AGREEMENT OR TO ANY MATTER ARISING OUT OF OR RELATED TO THIS AGREEMENT; PROVIDED, THAT MORTGAGEE AND GRANTOR ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF THE COUNTY OF NEW YORK, STATE OF NEW YORK; AND FURTHER PROVIDED, THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE MORTGAGEE FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO COLLECT THE OBLIGATIONS, TO REALIZE ON THE MORTGAGE COLLATERAL OR ANY OTHER SECURITY FOR THE OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF MORTGAGEE. THE PARTIES EXPRESSLY SUBMIT AND CONSENT IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND EACH OF THE PARTIES HEREBY WAIVES ANY OBJECTION THAT IT MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS. (c) THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, THE PARTIES HERETO WAIVE ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE BETWEEN MORTGAGEE AND GRANTOR ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH THIS AGREEMENT, ANY ANCILLARY AGREEMENT OR THE TRANSACTIONS RELATED HERETO OR THERETO. (d) THIS AGREEMENT SHALL BE DEEMED DELIVERED IN THE STATE OF NEW YORK FOR PURPOSES OF TITLE 49 U.S.C. § 44108 OF THE ACT. 7.7 Severability. The invalidity of any one or more of the provisions of this Mortgage shall not affect the remaining provisions of this Mortgage should any one or more provisions of this Mortgage be held by any court of law to be invalid; nor should any such court holding operate to render this Mortgage invalid or to impair Mortgagee's lien and security interest in any of the Mortgage Collateral, as this Mortgage shall be construed as if such invalid provisions had not been contained herein. (Balance of Page intentionally Left Blank. Signature Page Follows. - IS - CH199 SOb100-5.066197.0072 SDNY_GM_02755775 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242697 EFTA01327813 SDNY GM 02755776 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242698 EFTA01327814 IN WITNESS WHEREOF, the Grantor has caused this Mortgage to be duly executed and delivered as of the day and year first above written. FLIGHT OPTIONS, LLC By Name lank Title: rinnCi Off CEA FO FINANCING, LLC By Name: Bret Wiener Title: Vice President CH199 5085I30-4.0d64910072 SDNY_GM_02755777 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242699 EFTA01327815 SDNY_GM_02755778 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242700 EFTA01327816 11,1 WITNESS WHEREOF, the Grantor has caused this Mortgage to be duly executed and delivered as of the day and year first above written. FLIGHT OPTIONS, LLC By Name: Title: FO FINANCING, LLC By _ Name: Bret Wiener Title: Vice President C/4199 3026130-4 066497 0072 SDNY_GM_027557 79 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242701 EFTA01327817 SDNY_GM_02755780 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242702 EFTA01327818 Exhibit A Credit and Security Agreement [Not included for purposes of confidentiality.] 04199 5086130-3.066497.0072 SDNY_GM_02755781 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242703 EFTA01327819 SDNY_GM_02755782 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242704 EFTA01327820 Schedule 1 Aircraft: Airframe and Ena nes* Make / Model Reg. No. Serial No. Engine Make Engine Engine Serial Percent Model No. Owned*" RAYTHEON AIRCRAFT PRATT & WHITNEY COMPANY N493LX RK-244 JT15D-5 PCE-JA0257" 21.875% CANADA model 400A RAYTHEON AIRCRAFT PRATT & WHITNEY COMPANY N493LX RK-244 JT15D-5 PCE-JA0256— 21.875% CANADA model 400A 'Each of which Engines is capable of 1750 lbs or more of thrust or has 550 or more rated takeoff horsepower or the equivalent thereof. "Described as model al 5D SERIES with serial numbers A0257 and JA0256 on the International Registry drop down menu. ***Aircraft used herein references Grantors undivided 21.875% interest in the Aircraft and Engines. CHI99 4911636.1066497.0063 SDNY_GM_02755783 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242705 EFTA01327821 VpiCil'rDi 0 AlIC ['VINO £0 Z Lld 02 EN 600Z 1.AV'iCrdIV VIA HL Y'3113 SDNY_GM_o275.5784 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242706 EFTA01327822 DOCUMENT LEVEL ANNOTATIONS Orig ret'd to M&T SDNY_GM_02755785 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242707 EFTA01327823 SDNY_GM_02755786 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242708 EFTA01327824 KIM APPROAD as RA 2.200:42 D UNITED EWES 0 AMERICA COMMENT Cc TRMOSPORDMO. n MOM. MIAno• mairommood•OlISIKOINTAIWKOWITCAL OREM AIRCAAFE REOSIMATION MPUCATKR CERT. ISSUE DATE LINITIO STATES PROISTRATOI MAWR N 49W a /SCRAPE AIMILIFACTIMER l MEM EfrerafT raterersutfla 0 SERIAL tk. RI(- 244 FOR FAA USE ONLY 0 TYPE CF REORTRM1SA. Cock or MI 0 I. ISM.. CI 2. eamenice O S. DaMMIKA *4. Cove. CIE OSA OD its' azin WAR OF InUCNIT ellISSI VORA co NOM* a CARNIST. • *SRAM IP* NS lent FEW ES REd mi••• KIS} 14.) Flight Options LW 21.875% of 1CO2 Ill ee Attachrent atkit el t-aStIM IELEAPKNE NUMBER I I ADDRESS (PrArOlwre wain; as SR IIM sfple Mist10 P-0. SOOtimmIRMIDE *MAR ..M. Mamma. I Flight Options LLC tlionbor ord *et 26180 Curtiss-Wight Parloev iv./ ft..: mik. an STATE W ONE Richiced Heights OH 44143 O CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTIONI Reed tfw following statement before signing this application. This portion MUST be completed. A falm Or doPoneEl ans.. W mot tea* m ins *WMOn may CR Ercurdo b pt.*** by Me MKI , n.^ .00 ,14" ,,WO Olt OM. TM M. SR. MCC II I AWE CEATer CERTIFICATION 0/ TAR Po OE* Inn** craitl by V* undwirld St *Min 0020T Madre ONPAMMARM a se UMW Me VA. Mfg Inal as re of b: I. Or CAW ONE AS APPROPRIATE. L. 0 A Ardon Or, •10. Om roc**00n *** BUR IR AN* 14$11 RR IA 'DAMAO** =PRO* *WOW ma wee tower ever we eft el el Ina eim0 roan • be we gars* add in In De Se maim w am bun on orstar IN PAPECOCR * 0 Vial Me fee is not mead inSed 0.• Ism 0 *. len PAPRE ere aiTRW woo emwo• of oRANITO is mei ag Tem ben Ii .40 MA FAS* &., AdRotuoton NOTE- Il oxsoat lot cwownerstrp on apoloints mat Yr UM macs* WA It Monsary TYPE OR PRINT NAM DEUS" SIGNARJRE SOLAR, "" Executive Vice President" !i8 of Flight Options, LLC I -02S- 047 ba g mIE DATE Janes P. (Tiller ill 0 SoCPLATIIRE Trill DATE 1 NOTE Orono moo* of re Comma S Atom Racatramn m• saes oner be Ceird00 tor • p1.00 no. A Kan * 50 ears ENE'* *KO Imo Ad PINK can OR* apphodon AT•el OR Timed V. OW WPM AC Fan C050-1 (903) I0052.0040-9:07) SDNY_Gh4_02755787 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00242709 EFTA01327825 • • 0 Alto V:" :11/1X0 6Ii i bid go Ntif, 6001 v.!4'ilOtIlV V'fH;: x3119 SON Y_GN1_02 755788 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00242710 EFTA01327826 ATTACHMENT TO AIRCRAFT pEGISTRATION APPLICATION tied Reg It N493LX Model: Raytheon Aircraft Company 400A &NM RK-244 Owning an undivided Name of Applicant: Interest of: Address; 1.) Southeastern Mills, Inc. 12.50% of 100% Shown on Original form hereto 2.) Samalr, Inc. 6.25% of 100% Shown on Original form hereto 3.) Ascent II, LLC 3.125% of 100% Shown on Original form hereto 4.) Prime Time Associates, LLC 6.25% of 100% Shown on Original form hereto 5.) Dockery Leasing Corporation 6.25% of 100% Shown on Original form hereto 6.) JHPH, LLC 6.25% of 100% Shown on Original form hereto 7.) George H. Davis, Jr. 3.125% of 100% Shown on Original form hereto 8.) Emeril Air, LLC 6.25% of 100% Shown on Original form hereto 9.) Air Leader, Inc. 3.125% of 100% Shown on Original form hereto Wells Fargo Bank Northwest, N. A. - 10.) Trustee 6.25% of 100% Shown on Original form hereto 11.) MountvIlle Mills, Inc. 6.25% of 100% Shown on Original form hereto Robert L. Emery S Dana M. Emery - 12.) Trustees 6.25% of 100% Shown on Original form hereto 13.) Two Big Bears, LLC 6.25% of 100% Shown on Original form hereto 14.) 15.) 16.) Signatures. Title: Date: Executive Vice President of Flight Options, LLC Acting as Attorney-in-Fact for 41.2.3.4,5,8,7,8,9,10,11,12.13 By availing above, the applicant agrees and stipulates (I) to the terms, conditions and certification of Tie AL Form 8050-1 Aircraft Registration Application. to which this page is attaChed (the l Appscationl. BO that all of the ',formation set font', on the Appitabon Is true and correct as of this dale. and (III) the /Vocation may De executed by O0 co-owners by executing separate counterpan signature pages. each of which when so executed and delivered shall be an original. Out alt such counterparts Shall together constaule but one and toe same appacatton SDNY_GM_02755789 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002427 I I EFTA01327827 tej:.frbio 6Ir r 6'v1 1dd fr tra .S.;;;;,0, oilvili&ounr SDNY_GM_02755790 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242712 EFTA01327828 FORM APPROVED OMB NO. 2120.0042 UNITED STATES OF AMERICA it IIPNITIIM1 IRANIPMITIIIIMRIMMUNIMIN0STRAN. AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL ., AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N493LX AIRCRAFT MANUFACTURER 8 MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS 8Th DAY OF JAN., 2008 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS Do Not Write In This Block IN AND TO SUCH AIRCRAFT UNTO: FOR FAA USE ONLY NAME AND ADDRESS (IF INDIVIDUAL (S), GIVE LAST NAME, FIRST NAME. AND MIDDLE INITIAL.) PURCHASER FLIGHT OPTIONS, LLC 12.50% OF I00% 26180 CURTISS-WRIGHT PARKWAY RICHMOND HTS., OH 44143 $5.00 01/28/2009 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS e l OF JAN., 2009. NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPED OR PRINTED) (IN INK) (IF EXECUTED FOR (TYPED OR PRINTED) CO-OWNERSHIP. ALL MUST SELLER N.) RAF REAL ESTATE EXECUTIVE VICE PRESIDENT SERVICES, LLC MES P. MILLER OF FLIGHT OPTIONS, LLC ACTING AS ATTORNEY- IN-FACT FOR RAF REAL ESTATE SERVICES, LLC ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FM 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 SDNY_GM_02755791 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002427 I 3 EFTA01327829 v , c ADO o; o N - " r p, ua No, "' oe SDNY_GM_02755792 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA !02427!4 EFTA01327830 3 O FAA PARTIAL RELEASE 3 0 '< FO Financing, LLC (the "Secured Party") as secured party under the Security Agreement described and defined on Exhibit A attached hereto, hereby releases from the terms of the Security Agreement all of its right, title and interest in and to the Releases Aircraft Interest described and defined on Exhibit A attached hereto. r81 a0 As to all collateral covered by the Security Agreement except the Released Aircraft Interest, the Security Agreement shall remain in full force and effect. 0 Q. Dated this 1J day of , 2008. 8 O FO Financing, LLC '0 By: 3 °—fdt7 Name: Bret Wiener Title: Vice President 43 ,P1: 3^1311 as S3t3 cs.pti : i• •c1.,,,,O,,1‘3‘‘ v, /4134 SDNY_GM_02755793 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242715 EFTA01327831 Al,otatiV7A,0 cc blY0Hvi.vo lufd L z. w NOLLyetis 41,92 n1/2 joR1371./p awl, SDNY_GM_02755794 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002427 I 6 EFTA01327832 EXHIBIT A FAA RELEASE Security Agreement Aircraft Security Agreement dated 12-13-2007 between FO Financing, LLC as secured party and Flight Options, LLC as debtor, recorded by the Federal Aviation Administration on 06-12-2008 as conveyance number AM0005OO . Aircraft Security Agreement dated 12-13.2007 between FO Financing, LLC as secured party and Flight Options, LLC as debtor, recorded by the Federal Aviation Administration on 06-12-2008 as conveyance number AM000501 . Released Aircraft Interest Eizhteen and three-quarters percent (18.75%) undivided interest (representing a partial interest conveyed to Flight Options, LLC) in and to the aircraft described below (the "Released Aircraft Interest"). Aircraft One (I) Raytheon Aircraft Company_ 400A bearing manufacturer's serial number RK-244 and United States Registration Number N493LX(P4793TAI, together with two (2) Pratt & Whitney Canada JT15D5 aircraft engines bearing manufacturer's serial numbers PCE-JA0256 and PCE-JA0257 (collectively the "Aircraft"). SDNY GM 02755795 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002427 I 7 EFTA01327833 SDNY_GM_02755796 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242718 EFTA01327834 DOCUMENT LEVEL ANNOTATIONS N493LX, see recorded conveyance AM00501 Doc ID 3922 SDNY_GM_02755797 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242719 EFTA01327835 SDNY_GM_02755798 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242720 EFTA01327836 FORM MoMIOVID Oa a DIEROM IMMO SLUES OF AMERICA DEPARTMENT Of IRANSFOREMON Itelltei. — Ammensemosama —. AIROoMilea EMMA AIRCRAFT REGISTRATION APPUCJO1ON CERT. ISSUE DATE UNITED STATES U a NECKSTEKTION MAWR FE 4gnix ATFCRAFT MANUFACTURER • WOO in f AOYI RK-244 FOR FM USE ONLY TYPE OF REOIETILOION Deck ea Pm) O I. Irentiod O & RannlimhP O & Oxicninn di 4. co men O s. Don O lt.Hcsana 8 01 NAME Of APPUDMIT (Porwily Sae cm earn 0 ommist I Imfalteml Mee MR Rome Fee non. IS "On* 040.) 15.) Flight Options, LLC 9.375% of 100% e (See Attaftent Ake( 9-0.-08) IttIPOIONS PAS* I 7 AOORESS 3_—_J way idea lot MR agmecoit SSW 0.0. BOX le 0010.0,Moll address aim as be Mena) Flight Options, LLC None and snot 26183 Curt ss-Itight Rainey NF RDA PO kw CRY STAN ZIP COO( Richrond Heights CH 44143 0 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 •••• of del'onem moss' ,0 e^f Quossaa nine le:Gosh-A, mry ee syctflith tnr punnet...es by Tee .M , of inv‘sonownt OAS Code. Ti l In. SW 1CO/1 • CERTIFICATION ME CERTIFY 0) Will f• Mom eluse • Fea4 t ••• P-Mme9mO ewes* o, m • Ma% Ineltd•O elliefilteal of Po Unto] Smoot Ifs imp true_ V. en el — I e• CHECK ONE AS APPROPRIATE • 0 A Nmovi ewe del Mda cogoefolon Minn 'Alla/0m 1.500 No e G A noaalston opposm momered sod done natant L IP* Mw of INFO ord esd met • lewd eV mimeo, used a Pe U.N., &Moo Moots of Ilft Pan eno melatio lor smpoolcs al 0) Mel I. Aunt m eel MEMI•Nd widow iho otos of any lonp. may. PM 01 Thal INA] enders* el clean* w anon, 0. NU teen Ind we, ha Fedora! ants:, arrotem NOTE: R asICIAIM lot COOomershop all aCOICantS muSI Sqn U,. Jevons scle d nweepary TYPE OR PROM WM BELOW SIGNATUFtE seTURE SON. Mt/ I DATE Chief Financial Officer fit cIL of Flight Options, LLC r'/off Di nn IS g nna /II Bcyle #6 i s sm. TIRE DOE NOTE Peery wool Of the Corikee of Arms* Romisolos. Iv Soon MN t• opRollo0 a • prod not n mom of a Aim Pam encio ,NIA Me PINK 02./ SIPS Calaillei MIN OD Wilin In Do mall AO kew 02601(903) SO24:O42MOR RDNY_OttO2T55799 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA 00242721 EFTA01327837 • • VW0HV1V0 AlIO VPIOHV1NO OS I Wd 2T d3S 8002 t; t'IYHISID3810832n9 1,14 Ha% Gni SDNY_GM_02755800 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA 00242722 EFTA01327838 ATTACHMENT TO AIRCRAFT REGISTRATION APPLICATION Ciatcel Reg It N493LX Model Raytheon Aircraft Company 400A &N#. RK-244 Owning an undivided Name of Applicant: Interest of: Address: 1.) Southeastern Mills, Inc. 12.50% of 100% Shown on Original form hereto 2.) Samair, Inc. 6.26% of 100% Shown on Original form hereto 3.) Ascent II, LLC 3.125% of 100% Shown on Original form hereto 4.) Prime Time Associates, LLC 6.25% of 100% Shown on Original form hereto 5.) Dockery Leasing Corporation 6.25% of 100% Shown on Original form hereto 6.) RAF Real Estate Services, LLC 12.50% of 100% Shown on Original form hereto 7.) JHPH, LLC 6.25% of 100% Shown on Original form hereto 8.) George H. Davis, Jr. 3.125% of 100% Shown on Original form hereto 9.) Emeril Air, LLC 6.25% of 100% Shown on Original form hereto 10.) Air Leader, Inc. 3.125% of 100% Shown on Original form hereto Wells Fargo Bank Northwest, N. A. - 11.) Trustee 6.25% of 100% Shown on Original form hereto 12.) Mountville Mills, Inc. 6.25% of 100% Shown on Original form hereto Robert L. Emery & Dana M. Emery - 13.) Trustees 6.25% of 100% Shown on Original form hereto 14.) Two Big Bears, LLC 6.25% of 100% Shown on Original form hereto 15 ) 16 ) Signatures- Title: Date: Chief Financial Officer of Flight Options. LLC Acting as Attorney-in-Fact for #1.2,3.4.5,6,7.8.9,10,11,12.13,14 -162-021 A /a By signing above. the appicaM agrees and stipulates (I) to the terms. conditions and certification of the AC Form 8050.1 Amuse Registration Applicalion. to *Nth Mrs page as attached (Isle 'Application,. (II) that all of the inktmation set lonh on the Application is true and cuffed as of this date, and (III) the Amason may be executed by the co-owners by exempting separate counleepan srgnalute pages each of which when so executed and delivered snail be an original. but all such counleipans shall together COnSlaul0 but one and the same applicalqn SDNY_GM_02755801 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242723 EFTA01327839 V k101itflUO V110IIV1)10 03 I id, ZT d3S 800? 47,1 -dVe:41;1; t1.1.141 SDNY_GM_02755802 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242724 EFTA01327840 FORM APPROVED OMB NO. 2120-0042 0 UNITED STATES OF AMERICA O I.IL II IMIGNIMI1MSAL MIMS MIMMTIMIM C CA AIRCRAFT BILL OF SALE O FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CRIBED AS FOLLOWS: . UNITED STATES REGISTRATION 0 NUMBER N 493LX a AIRCRAFT MANUFACTURER & MODEL (0 RAYTHEON AIRCRAFT COMPANY 400A N AIRCRAFT SERIAL NO. A N RK-244 0 0 DOES THIS ipTH DAY OF SEPT., 2008 HEREBYSELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS CN IN AND TO SUCH AIRCRAFT UNTO: Do Nol In MN Eilccic FOR FM USE ONLY NAME AND ADDRESS (IF INDIVIDUAL (S). GIVE LAST NAME. FIRST NAME. AND MIDDLE INITIAL.) CC im en TWO BIG BEARS, LW 6.25% OF 100% 4 rC.) 26180 CURTISS-WRIGHT PARKWAY cc RICHMOND HEIGHTS, OH 44143 D a DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS /a" DAY OF SEPT., 2008. NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPED OR PRINTED) ON INK) (IF EXECUTED FOR (TYPED OR PRINTED) CO-OWNEF2. ALL MUST SIGN.) SELLER FLIGHT OPTIONS, LLC CHIEF FINANCIAL p.-7---1 '.- - BRUCE BPE YL OFFICER L ACKNOWLEDGEMENT (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 082581441427 35.00 09/12/2008 -SDNY_GM_02755803 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242725 EFTA01327841 SDNY_GM_02755804 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242726 EFTA01327842 U.S. Department Flight Standards Service P.O. Box 25504 of Transportation Aircraft Registration Branch. Oklahoma City. Oklahoma 73125.0504 AFS-760 140519544206 Federal Aviation Toll Free: 1-866-7044715 WEB Address: http:tegistry.laa.gov Administration Date of Issue: September 3, 2008 FLIGHT OPTIONS LLC SOUTHEASTERN MILLS INC ET-AL GO FLIGHT OPTIONS LLC 26180 CURTISS WRIGHT PKWY RICHMOND HEIGHTS, OH 44143-1453 HAND DELIVERED TO IATS IN THE PD ROOM T086430 This facsimile must be carried in the Aircraft as a Temporary Certificate of Registration for N493LX RAYTHEON AIRCRAFT COMPANY 400A Serial RK-244 and is valid until Oct 03, 2008. This is not an airworthiness certificate. For airworthiness information, contact the nearest Federal Aviation Administration Flight Standards District Office. D OM/42- gCtit41;41/O for Walter Binkley Manager, FAA Aircraft Registry, AFS-750 Federal Aviation Administration MS:75O-M\4(1005) SDNY_GM_02755805 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242727 EFTA01327843 SDNY_GM_02755806 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242728 EFTA01327844 D Q Declaration of International Operations a The Owners listed below: 1.) Southeastern Mills, Inc. 12.50 % of 100 % 2.) Ascent II, LLC 3.125% of 100 % 3.) Prime Time Associates, LLC 6.25 % of 100 % 4.) Dockery Leasing Corporation 6.25 % of 100 % 5.) George H. Davis. Jr. 3.125 % of 100 % 6.) Mountville Mills, Inc. 6.25 % of 100 % 7.) Samair, Inc. 6.25 % of 100 % 8.) RAF Real Estate Services, LLC 12.50 % of 100 % 9.) JHPH, LLC 6.25 % of 100 % 10.) Robert L. Emery 8 Dana M. Emery - Trustees 6.25 % of 100 % 11.) Wells Fargo Bank Northwest, N.A. - Trustee 6.25 % of 100 % 12.) Emeril Air, LLC 6.25 % of 100 % 13.) Air Leader, Inc. 3.125 % of 100 % ) Flight Options, LLC Ulaef% of 100 % as the owner(s) of aircraft N493LX Manufacturer Raytheon Aircraft Company Model 400A Serial Number RK-244 declares that this aircraft is scheduled to make an international flight on September 10. 2008 as flight number 1 departing, Richmond Heights, Ohio, Cuyahoga County Airport with a destination of Peterborough Ontario, Windsor Ontario Airport Expedited registration in support of this international flight is requested this 2nd day_of Srmemg_ef, 2008 with knowledge that: Whoever, in any matter within the jurisdiction of the executive branch of the Government of the United Slates, 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 thant 5 years, or both. 18 U.S.C. 1001(a) Name of Owner(s): SEE LIST ABOVE Signature: Typed Name of Signer: James P. Miller Title: Vice President of Flight Options, LLC Acting as Attorney-In-Fact for # 1 3 4.5,6.7,8.9.10.11.12.13. Signature: Typed Name of Signer: James P. Miller Title: Vice President of Flight Options. LLC for # 1 L t PCRcturn Certificate of Registration to FTW -to 1AM ham: Gerlaficate a Reni:. b I.A.T.Si o SDNY_GM_02755807 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242729 EFTA01327845 V110t!11)10 AM t9 H1/1N0 SAWk £ 061 ("•84-1,1* -) %nig r,glu ' SDNY_GM_02755808 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242730 EFTA01327846 rOrreo APPR0MID CMS No 212OCOtt UNITED SEMIS Of AMERICA DEPARTMENT OF TRAMSPORTAT)ON MOW AS APOIOrmATIONONE MOMOST Ailla•MITCAL ant AIRCRAFT nenarrnAnow APPUCATDON CERT. ISSUE DATE LACED STATES Pd RECNSTRAT0N TES n NITA AIRCRAFT MANUFACTURER II mom -.AWISC.:RIM.AirCrAft lt, rOoPapy-4COA RK-244 FOR FM USE ONLY TYPE OF FIEGOSTRAMN (Ono ant Dol O I Imdodual O 2. Parboeship 63 corporseion 6 4 OITOwAllt CI S. COO O 0. 14"‘Cw NOME CO *MONT (Pally•IIBI *an an •••00101 Cl aewiefl. • IndlyWlual. Oh* Y. raw. that nee*. WO Amlifor ARP) 14.) Flight Options, LLC 15.625% of 100E ¶see Attachnent m at g, gi...O TELEPoCON MAW ( I ADDRESS Iftern•-•ni male. SONY Ice Int 010cent oto i la PO BOX is on *•y•CIPI aerico not fso be moo ) Flight Options, LLC Norte AN — 26180 Curti ss.:_ ghWEcirigegy ft enil RAM PO Dm CITY STATE ZIP CODE Richmond Heights OH 44143 C CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION? Reed Ow following etsternent before signing INS application. This portion MUST be completed. A Rola Anon new IC •*/ poiancrt ri int App•CabY• roymaroontb S. puns/mon In me iny:yoiengregermet 0)5 Cob. Tiro II) Sec NO1 I CERTIFY CERTIFICATION III That f* stye sea. C Ove•I4 by V* unillagrild licip*/* t IS • oboe Incominp comoreecal or re wow Steles (For map Mal On• ono of v I or CHECK ORE IS APPAOIALOE • 0 A iegitlel fl irt vat. an reporPallon Mom POI or Rye 1464 No it O A rcocifon comeralen eras of doom bonne tram the Ion Cl (Nal we/ NO owe 4 NATO oft( pommy old n me Loose SUMO RICS or new be". in unfit'. I* loploSAA al RI DOI to torah • not romaised wow ine Ion el Say bar ~V( WO RI That NO . Cl craninto 0 ant000 or MA Yen INci SRI Me RAMO Arran AO, rat000r NOTE: II .coaled br cooseenNP WI liNewnis rrsai sign. Use wane ace LI reColcary TYPE OR PRINT NAME WOW SIGNATURE muChief Financial Officer MT Pp fs a ft of Flight Options, LLC Gni ge2gte DATE ii Bruce Boyle i swarm TIRE DATE i NOTE Awn Sing CO IN Cenficee Cl A.c. Noisimico re soon **If be owe*, b • C**>3 •*4 Vs •••a4 el 90 arc thora Fora Ame INe PATE eagles itearacti mod to canto o IN Ent IC Fr tosoi (7/03) EIGS240432640071 SONY_GM_02755809 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EF1'A_00242731 EFTA01327847 • • VIIO AJ I 1 V rotO Lb i Wd ez one eou ;Is .12,VUOUIV VV3 H3 -• ".Z1I3 SONY_GM_02755810 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00242732 EFTA01327848 ATTACHMENT TO AIRCRAFT REGIST ATION APPLICATION g./T-Of Reg #: N793TA Model Raytheon Aircraft Company 400A SINS/ RK-244 Owning an undivided Name of Applicant: Interest of: Address: 1.) Southeastern Mills, Inc. 12.50% of 100% Shown on Original form hereto 2.) Samair, Inc. 6.25% of 100% Shown on Original form hereto 3.) Ascent II. LLC 3.125% of 100% Shown on Original form hereto 4.) Prime Time Associates, LLC 6.25% of 100% Shown on Original form hereto 5.) Dockery Leasing Corporation 6.25% of 100% Shown on Original form hereto 6.) RAF Real Estate Services, LLC 12.50% of 100% Shown on Original form hereto 7.) JHPH, LLC 6.25% of 100% Shown on Original form hereto 8.) George H. Davis. Jr. 3.125% of 100% Shown on Original form hereto 9.) Emeril Air, LLC 6.25% of 100% Shown on Original form hereto 10.) Air Leader. Inc. 3.125% of 100% Shown on Original form hereto Wells Fargo Bank Northwest. N. A. - 11.) Trustee 6.25% of 100% Shown on Original form hereto 12.) Mountville Mills, Inc. 6.25% of 100% Shown on Original form hereto Robert L. Emery & Dana M. Emery - 13.) Trustees 6.25% of 100% Shown on Original form hereto 14.) 15.) 16 ) Signatures Title: Date Chief Financial Officer of Flight Options. LLC Acting as Attorney-in-Fact for #1,2.3.4.5.6,7.8.9.10.11.12.13 21- OS' By signing shave. the applant agrees and stipulates (I) la the terms. comanions and certification of the AC Form 8050-1 Aircraft Peril:ate:in Application. to which this page is attached (Me "noolication"). (II) that as of the information sel forth on the Application is true and airiest as &this dale, and (M) the Application may be executed by the cowers by executing separate counterpart signature pages. each 01 which when so executed and delivered shall be an origmal. but all such coumerparls shall together constitute but 011e and Me same apt:Station. SDNY_GM_02755811 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242733 EFTA01327849 VE0 lke J.1.15 V:• V-1110 Lh I LW 87 onu goat 2,e mow/els.. 1 itelIOUIV %eV HI SDNY_GM_02755812 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242734 EFTA01327850 2 FORM APPROVED OMB NO 2110 0042 8 UNITED STATES OF AMERICA 2 U. 8. DEPARTINNT OF IRANSPARTAIJ0R FEDERAL AVIATION MIMINISITIARIN 0 AIRCRAFT BILL OF SALE 3 FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES- A CRIBED AS FOLLOWS: . g UNITED STATES REGISTRATION NUMBER N793TA AIRCRAFT MANUFACTURER & MODEL O RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. 8 RK-244 O DOES THIS le DAY OF AUG., 2008 p.) ta HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS Do Not Me In This skx* IN AND TO SUCH AIRCRAFT UNTO: FOR FAA USE ONLY NAME AND ADDRESS (IF INDIVIDUAL (S). GIVE LAST NAME. FIRST NAME. AND MIDDLE INITIAL I PURCHASER FLIGHT OPTIONS, LLC 3.125% OF 100% 26180 CURTISS-WRIGHT PARKWAY RICHMOND HIS., OH 44143 asig.... DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 18Th OF AUG., 2008. NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPED OR PRINTED) (IN INK) (IF EXECUTED FOR (TYPED OR PRINTED) CO-OWNERSHIP. ALL MUST SELLER IGN CORPORATE 3ET CHIEF FINANCIAL OFFICER PARTNERS, LLC BRUCE OYLE OF won OPTIONS. LLC ACTING AS ATTORNEY- IN-FACT FOR CORPORATE JET PARTNERS, LLC ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FM 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 SDNY_GM02755813 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242735 EFTA01327851 VSIC. -Di() At in V'• !VINO 8802 Lb i Lid 8?, Of19 1.i'/90 1V -18 t1011.11,!1.. I v! SDNY_GM_02755814 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242736 EFTA01327852 0 a 0 ASSIGNMENT OF SPECIAL a Registratiscm Number 0 REGISTRATION NUMBERS I4493LX us. eeparnit Airmail Make and Model Present Registration Number 8 rd rsessi.nt.. RAYTHEON AIRCRAFT COMPANY 400A MOSTA 0 0 Tederai *Nation Serial Number Issue Date. CO Adwineestion RK-24}4 Alf ht 2003 ICAO AIRCRAFT ADDRESS CODE FOR N493LX -51416115 (firs is yes etglions) to change the Veiled Slabs resistance number c IS show describe.' FLIGHT OPTIONS LLC moan to the stead Et AL resits:Lion number shown. FLIGHT OPTIONS LLC Grp' &Skate of Otis ham a the 26Ita CURTISS WRIGHT PKWY aecieltoesihnr willi the RICHMOND HEIGHTS OH 41143.1453 old terentson certifies as Lials.Inill.11.101InivIld•AIJoillibliiiiki.11.1 interun autlionty to event Ote sue all perding receipt of ?nixed certificate of iegistraco. °Nan a revised mut-nese of anwonleiless Croon your ow- e* Flight SlAndmIs Districl OM". The h let FAA Form1)304. Aspliottiso For Airworthiness et Al. Is Owe: Oct OL 1999 The alesurlkians classMaill00 and niter: STANDARD INSTRUCTIONS: SIGN AND RETURN THE ORIGINAL of Ibis form to the Civil Aviation Registry. AFS-550, with 3 thy, alter the special registration roamer is placed on the aircraft A rented eatifsatc sell that be issued. The authority so use the special umber moires: Aug ht. 2009 COX rth is... A l'KM: I meet lbw weenier was plated RETURN FORM TO: on the ei:oell dricritcd 'bore OW Aviation Regisby, AFS-750 a P Sox 25504 Signature Of Owifer Oklahoma cify. Oklahoma 73125-0504 Tide of Oster Executive Vice President Dew Placed co Airerat q. 3- 0‘ AC TORN 10. 0. 4 (ir2005) Sur.r.ran Fmk". Las Return Certificate of Reg 0‘ gemsva"c‘ke LA. T.S strat.,/, Sketuct‘ P /' c° SDNY_GM_02755815 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242737 EFTA01327853 %/WO,. ':1410 All3 471)10 IS OI WU C d3S 80GZ H01101'2:' 1.O83131V VV3 HI 4 .73113 SDNY_GM_02755816 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242738 EFTA01327854 a a I A Insured Aircraft Title Service, Inc. 0 0 ce P.O. Box 19527 Oklahoma City, Ok 73144 (405) 681-6663 0 Oklahoma City, Ok 73159 (800) 654-4882 0 T S 4848 SW S . Steel e-mail address: iatsPowtgink.net FAX (405) 661.9299 CO web site: vemv.innedakcatoom FEDERAL AVIATION ADMINISTRATION CENTRAL RECORDS DIVISION OKLAHOMA CITY, OKLAHOMA Date: August 4, 2008 Dear Sir/Madam: Please Reserve N in NAME ONLY for • ***** *IP• • • • ••• tett* Hr• Ht.* • I.* •• **** **NM •• • • N# Change Request Please Reserve N 493LX and assign for the following aircraft: N 793TA Make Raytheon Model 400A Serial* RK-244 Which is (1) being purchased by XX (2) registered to Flight Options. LW Payment of the required 510.00 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: Requested by: angett, kthet,//i n gie Risley SDNY GM_02755817 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242739 EFTA01327855 Ith1010/1)10 A113 VVICIHV1)10 BS I Lid h enu Hoz 138 NOLLVUISIOPJ 108381V VVJ HUM 03113 SDNY_GM_02755818 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242740 EFTA01327856 U.S. Department Flight Standards Service P.O. Box 25504 of Transportation Aircraft Registration Branch. Oklahoma City. Oklahoma 73125-0504 AFS.750 (40” 9544206 Federal Aviation Toll Free: 1466-7044715 WEB Address: http: registry.taa.gov Administration Date of Issue: July 28, 2008 FLIGHT OPTIONS LLC SOUTHEASTERN MILLS INC ET-AL FLIGHT OPTIONS LLC 26180 CURTISS WRIGHT PKWY RICHMOND HEIGHTS, OH 44143-1453 Irlrtltlttltrtlltlulrtlltrullrlrtlrlrlurllrlrlttlrltutllrl HAND DELIVERED TO TATS IN THE PD ROOM T085575 This facsimile must be carried in the Aircraft as a Temporary Certificate of Registration for N793TA RAYTHEON AIRCRAFT COMPANY 400A Serial RK-244 and is valid until Aug 27, 2008. This is not an airworthiness certificate. For airworthiness information, contact the nearest Federal Aviation Administration Flight Standards District Office. S0etptikWeg.- for Walter Binkley Manager, FAA Aircraft Registry, AFS-750 Federal Aviation Administration AFS.750-FAX-I (1005) SDNY_GM_02755819 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_00242741 EFTA01327857 SDNY_GM_02755820 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242742 EFTA01327858 A Fd i r por Ins re Aircra Ale Service, Inc. D Q 00 P.O. Bac 19527 Oldshccui City, Ok 73144 (405) 681.6663 T 171 4848 SW las Street tATSCinsareciarcraft.corn Oklahoma City, Ok 73179 (300) 654-4882 FAX (405) 681.9299 Federal Aviation Administration Date: 1-a5•Di Aircraft Registry Gentlemen: Please issue a duplicate certificate on the aircraft herein described: Certificate has been lost in mail to the present registered owner. Fight Options L.L.c ""Please issue a Flying Time Wire for this aircraft to Insured Aircraft Title Service, Inc. in the Public Documents room.""' Return Certificate of I \) ey sira tion to Thank you, I.A.T.S 082071400324 $2.00 07/25/2008 By: Documentation Specialist Return Certificate of Registration to Return Certificate of Registration to I.A.T.S I.A.T.S air SDNY_GM_02755821 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242743 EFTA01327859 44(4 v.LiTizi 1fWOHV1N0 ALI0 VWOHV1)10 SZlOPnoz 66 Z tjd .1.01M0V HB HOW421.1319311 VI/3 03114 SDNY_GM_02755822 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242744 EFTA01327860 C)LN S Deportmmt Fughl SuorLwas tenAct P.O. Roil 24604 C4 TramputteMno Antrim RpoisurstIon IPanch. It()()ef6tC/Inr Oklabaina Cat Oklahoma 73 125 4504 AS5750 la OOI 054-3116 Federal Aviation TM I lee. 1 461 742-14.34 Administration YOE R Addles,: Sip ”hlglillry LiagOV June 3. 2008 PLOW( OPTIONS IAC Cf Al. CO MIS PD ROOM bear Sirs: The FAA Aircraft Registry issued an AC Form 8050-64. Anigiurient of Special Registration Marks. on Ionia. 2007. This form authorized the use of special registration mark N493LX on RAYTHEON AIRCRAFT MIPANY 400A aircraft canal mamba B&W NPirf_d. The aothorinition form %vas to have been signed and returned to this office within S days alter the special rcgisnaioo number was painted on the antra& It has not yet been received. Clarification as to thc status of the number change is needed so that the certificate of registration may be issued reflecting the correct registration number. Please furnish this clarification by checking the applicable block and signing below: 0 The special registration mark HAS BEEN painted on the aircraft X The special regincuron mark SIAS NOT BEEN painted on the aircraft his will be at bat emend authorization far use of the special number. Enclosed is a SIO fee required number. a date. Please to reserve the 0 Thc special registration nark WILL NOT BE USED en this uP Additional Requirements at ANDRA MEILLEUR $10.00 07/14/2008 Legal Insixtunems Examiner Aircraft Registration Brmich A1/1.7,6-10)4 SONY_GM_02755823 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242745 EFTA01327861 morivixo Alio vivonviNo OL) IT WI hT TIP 8002 H011Vy1S103H 1311U32117 037Ij . • SDNY GM 02755824 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242746 EFTA01327862 I A Insured Aircraft Title Service, Inc. OOOe/Ve/IFIC P.O. Box 19527 • Oklahoma City, Oklahoma 73144 • (405) 681.6663 (800) 654-4882 FAX 4405-681-9299 WHEN RECYSTIflED REtt1i!11 TO May I, 2007 CENTRAL RECORDS 1/931—X FOR A NUMBER CHANGE -- (eq 79314 FAA Aircraft Registry 18 JUN 18 2007 Support Section To Whom It May Concern: Please assign N493LX to the following aircraft: N793TA Raytheon Aircraft Company 400A S/N RK-244 On behalf of our customer: Flight Options, LW 26180 Curtiss-Wright Parkway Richmond Heights, OH 44143 The $10.00 fee has previously been paid. If you have any questions, please contact the undersigned at 681-6663. Thank you, conifer dwi Docume ation Specialist Serving the Aviation Industry for over 40 years SDNY_GM_02755825 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242747 EFTA01327863 • • VIV0HV1510 All0 04014V1X0 Ih 6 WU I d8WLou NOII,VkilS1038 YYJ Hit* 03113 SDNY_GM_02755826 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242748 EFTA01327864 RECORDED CONYETA.NCE FILED IN: U.S. DEPARTMENT OF TRANSPORTATION /14;NUM: 7931A FEDERAL AVIATION ADMINISTRATION SERIAL NUM: RI4-244 MIR: RAYTHEON AIRCRAFT COMPANY CROSS-REFERENCE-RECORDATION MODEL 400A AIR CARRIER: This form is to be used in cases whcrc a conveyance cones several aircraft and engines, propellers, or locations. File original of this farm with the recorded conveyance and a copy in each aircraft folder involved. TYPE OF CONVEYANCE DATE LXECUTED SECOND LIEN AIRCRAFT MORTGAGE AND SECURITY AGREEMENT 12/B12007 FROM DOCUMENT NO. FLIGHT OPTIONS LLC AM000501 TO OR ASSIGNED TO DATE RECORDED FO FINANCING LLC JUN 12, 2008 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: Total Aircraft: I Total Engines: 2 Total Props: Total Sparc Pans: N793TA P&W C JTI 5D-5 PCE4A0257 P&W C 3115D4 PCE-JA0256 AC FORM 00303311-06) (0M2.00482.601MI) SDNY_GM_02 755827 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242749 EFTA01327865 SDNY_GM_02755828 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242750 EFTA01327866 O CERTIFIED COPY 0 FM TO BE RECORDED BY aa a C iJ O g SECOND LIEN AIRCRAFT MORTGAGE AND SECURITY AGREEMENT g dated as of December /I 2007 made by FLIGHT OPTIONS, LLC in favor of FO FINANCING, LLC as Mortgagee NJ 226.30160044 SDNYGA402755829 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242751 EFTA01327867 • • VWOHV1)10 AID VHOHV1NO iS 21 Lid CI 330 HOZ 118 NOLV21.1.9103k1 .1.3V8ONIV VV3 HUM 03114 SDNY_GM_02755830 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242752 EFTA01327868 co co 0 TABLE OF CONTENTS SECTION I CERTAIN DEFINITIONS I .1 Definitions SECTION 2 GRANTING CLAUSE 5 SECTION 3 REPRESENTATIONS AND WARRANTIES 6 SECTION 4 COVENANTS 6 4.1 Registration Maintenance and Operation 6 4.2 Liens 7 4.3 Taxes 7 4.4 Possession 8 4.5 Insurance 8 4.6 Modification and Additions 4.7 Reserved 9 4.8 Inspection 9 4.9 Citizenship 9 4.10 Event of Loss with Respect to an Engine 9 4.11 Further Assurances 9 4.12 Sale of Aircraft 10 SECTION 5 RECEIPT, DISTRIBUTION AND APPLICATION OF INCOME 10 5.1 Application of Proceeds and Amounts Realized On Mortgage Collateral 10 SECTION 6 EVENTS OF DEFAULT AND REMEDIES 10 6.1 Remedies 10 6.2 Possession of Mortgage Collateral 10 6.2 Sale and Suits for Enforcement 11 NJ 226.303.60CW4 SDNY_GM_02755831 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242753 EFTA01327869 • • SDNY_GM_02755832 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242754 EFTA01327870 p3 sa 6.3 Waiver of Appraisement, etc 12 6.4 Remedies Cumulative 12 6.5 Application of Proceeds 12 6.6 Delay or Omission; Possession of Loan Certificates 12 4.9 Mortgagee's Right to Perform for the Grantor 13 SECTION 7 MISCELLANEOUS PROVISIONS 13 7.1 Amendments, etc 13 72 Indemnification 13 7.4 Notices 14 7.5 Continuing Lien and Security Interest; Transfer; Release of Mortgage Collateral; Termination of Mortgage 14 7.6 Governing Law 14 7.7 Severability 15 EXHIBIT Exhibit A — Term Note Agreement SCHEDULE Schedule 1 — Description of Aircraft and Engines NJ 224.303.60014 SDNY_GM_02755833 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242755 EFTA01327871 • • SDNY GM 02755834 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242756 EFTA01327872 co C.9 G. SECOND LIEN AIRCRAFT MORTGAGE AND SECURITY AGREEMENT, data) as of December LL, 2007 (the "Mortgage"), made by FLIGHT OPTIONS, LLC, a Delaware limited liability company (the "Grantor"), with its chief executive office and chief place of business at 26180 Curtiss Wright Parkway, Cleveland, Ohio 44143, in favor of FO FINANCING, LLC, a Delaware limited liability company, as Lender under the Term Note Agreement defined below (the "Mortgagee"). WITNESSETH: WHEREAS, the Grantor and the Mortgagee are panics to that certain Secured Subordinated Term Note Agreement dated of even date herewith attached hereto as Exhibit A (as amended, amended and restated, joined, supplemented or otherwise modified from time to time, the "Temi Note Agreement"), pursuant to which Mortgagee has agreed to make certain loans and • advances to the Grantor subject to the terms and conditions set forth therein; NOW, THEREFORE, to secure indebtedness of the Grantor to the Mortgagee arising under the Term Note Agreement, and the repayment of all sums due under the other Loan Documents, as defined in the Term Note Agreement, whether direct or indirect, absolute or contingent, joint or several, or now or hereafter existing, the Grantor hereby agrees with the Mortgagee as follows: SECTION 1 CERTAIN DEFINITIONS 1.1 Definitions. Unless otherwise defined herein, capitalized terms defined herein shall have the respective meanings ascribed to them in the Term Note Agreement. All other capitalized terms defined in the preamble and recitals to this Mortgage shall have the respective meanings ascribed to them therein and the following terms shall have the following defined • meanings (and shall be applicable to both the singular and the plural forms of such terms): "Act": the Transportation Act, 49 U.S.C. §§40101, et. seq., as amended, and any similar legislation of the United States of America enacted in substitution or replacement thereof; together with the regulations of the FAA thereunder, as in effect from time to time. "Aircraft": collectively, each Airframe, together with the Engines installed thereon as of the date hereof, described in Schedule 1 hereto (or any Engine substituted for one of said Engines pursuant to subsection 4.11 hereof), whether or not any of said existing or substitute Engines may from time to time be installed on such Airframe, to the extent of the Grantor's ownership interest therein. "Aircraft Protocol": means the official English language text of the Protocol to the Convention on International Interests in Mobile Equipment on Matters Specific to Aircraft Equipment, adopted on 16 November 2001 at a diplomatic conference held in Cape Town, as the same may be amended or modified from time to time. "Airframe": that certain airframe which forms part of the Aircraft, excluding the Engines or engines from time to time installed thereon, either originally mortgaged hereunder and NJ 228.303.800v4 SDNY_GM_02755835 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242757 EFTA01327873 • SDNY_GM_02755836 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242758 EFTA01327874 as NI described in Schedule I hereto, together with any and all Parts which are either incorporated or installed in or attached to such airframe or required to be subject to the lien and security interest of this Mortgage in respect of such Airframe, to the extent of the Grantor's ownership interest therein. "Cape Town Convention": shall mean, collectively, the Aircraft Protocol, the Convention, the International Registry Procedures and the International Registry Regulations. "Certificated Air Carrier": any corporation (except the United States Government) domiciled in the United States of America and holding (i) a Certificate of Public Convenience and Necessity issued under 49 U.S.C. Section 41102 by the Department of Transportation or any predecessor or successor agency thereto, or, in the event such Certificates shall no longer be issued, any corporation (except the United States Government) domiciled in the United States of America and legally engaged in the business of transporting for hire passengers or cargo by air • predominantly to, from or between points within the United States of America, and, in either event, operating commercial jet aircraft capable of carrying 10 or more individuals or 6,000 pounds or more of cargo, which also is certificated so as to entitle Grantor to the benefits of Section 1110 of Title I I of the United States Code or any analogous statute with respect to the Aircraft and/or (ii) certified authority by the FAA to conduct scheduled air cargo transportation under Part 121 of the regulations promulgated under the Act. "Convention" shall mean the official English language text of the Convention on International Interests in Mobile Equipment, adopted on I6 November 2001 at a diplomatic conference held in Cape Town, South Africa, as the same may be amended or modified from time to time. "Engine": each aircraft engine described in Schedule 1 hereto, together with any and all Parts which are either incorporated or installed in or attached to such Engine or required to be • subject to the lien and security interest of this Mortgage in respect of such Engine, to the extent of the Grantor's ownership interest therein. "Event of Loss": any of the following events with, respect to any property: (i) loss of such property or of the use thereof due to theft, disappearance, destruction, damage beyond repair or rendition of such property permanently unfit for normal use for any reason whatsoever, (ii) any damage to such property which results in an insurance settlement with respect to such property on the basis of a total loss; (iii) the condemnation, confiscation, seizure or hijacking of, or requisition of title to or use of, such property by private Persons or Governmental Authority or purported Governmental Authority, excluding, however, requisition for use by the United States Government or any instrumentality or agency thereof for a period of less than 60 days; 141224303.000a SDNY_GM_02755837 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242759 EFTA01327875 • 4 SDNY_GM_02755838 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242760 EFTA01327876 (iv) as a result of any rule, regulation, order or other action by the FAA or other governmental body having jurisdiction, the use of such property in the normal course of interstate air transportation shall have been prohibited for a period of six (6) consecutive months; or (v) the operation or location of such property, while under requisition for use by the United States Government. or any instrumentality or agency thereof, in any area excluded from coverage by any insurance policy in effect with respect to such property, if the Grantor shall be unable to obtain indemnity in lieu thereof satisfactory to the Lender from the United States Government. An Event of Loss with respect to an Aircraft shall be deemed to have occurred if an Event of Loss occurs with respect to such Aircraft, Airframe or any Engine to which is a part of such Aircraft. "FAA": the United States Federal Aviation Administration, or any successor or replacement administration or governmental agency having the same or similar authority and responsibilities. "Indemnified Liabilities": as defined in Section 7.2 hereof. "International Interest": shall have the meaning ascribed thereto in the Cape Town Convention. "International Registry": means the International Registry of Mobile Assets located in Dublin, Ireland and established pursuant to the Cape Town Convention, along with any successor registry thereto. "International Registry Procedures" means the official English language text of the procedures for the International Registry issued by the supervisory authority thereof pursuant to the Convention and the Aircraft Protocol, as the same may be amended or modified from time to time. "International Registry Regulations" means the official English language text of the regulations for the International Registry issued by the supervisory authority thereof pursuant to the Convention and the Aircraft Protocol, as the same may be amended or modified from time to time. "Lien" means any mortgage, security deed, deed of trust, pledge, hypothecation, assignment, security interest, lien (whether statutory or otherwise), charge, claim or encumbrance, or preference, priority or other security agreement or preferential arrangement held or asserted in respect of any asset of any kind or nature whatsoever including any conditional sale or other title retention agreement, any lease having substantially the same economic effect as any of the foregoing, and the filing of, or agreement to give, any financing statement under the UCC or comparable law of any jurisdiction and, including, without limitation, rights of others under any engine or parts interchange, loan lease or pooling agreement, and any International Interest and/or Prospective International Interest. NJ 228.303,600v4 SDNY_GM_02755839 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242761 EFTA01327877 • SDNY GM 02755840 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242762 EFTA01327878 C) ro 1:3 s. Lt "Mortgage": this Mortgage as defined in the preamble. "Mortgage Collateral": as defined in Section 2 hereof. "Mortgage Supplement" any supplement to this Mortgage, in form and substance reasonably acceptable to the Mortgagee, executed by the Grantor with respect to additional Aircraft, Engines, Parts or other assets and properties of the Grantor to be made subject to the Mortgage. "Obligations": as defined in the Term Note Agreement, including without limitation all amounts due to the Mortgagee arising under or related to this Mortgage. "Parts": at any time, all parts, components, equipment, instruments, appliances, avionics, radio and radar devices, cargo handling systems and loose equipment that are at such time • incorporated or installed in or attached to any Airframe or Engine or Part, to the extent of the Grantor's ownership interest therein. "Permitted Liens" means (a) Liens of carriers, warehousemen, artisans, bailees, mechanics and materialmen incurred in the ordinary course of business securing sums not overdue; (b) Liens incurred in the ordinary course of business in connection with worker's compensation, unemployment insurance or other forms of governmental insurance or benefits, relating to employees, securing sums (i) not overdue or (ii) being diligently contested in good faith provided that adequate reserves with respect thereto are maintained on the books of the Grantor, in conformity with GAAP; (c) Liens in favor of FO Financing, LLC pursuant to that certain Credit and Security Agreement dated as of the date hereof by and between FO Financing, LLC and Grantor and the related collateral security documents, including that certain Aircraft Mortgage and Security Agreement dated as of the date hereof by and between FO Financing, LLC and Grantor filed with the FAA simultaneously herewith (the "First Mortgage"); (d) Liens for taxes (i) not yet due or (ii) being diligently contested in good faith by appropriate • proceedings, provided that adequate reserves with respect thereto are maintained on the books of the Grantor, in conformity with GAAP; (e) Purchase money Liens securing purchase money indebtedness to the extent permitted in this Agreement (and as such terms are defined in the Term Note Agreement); and (f) Liens specifically identified as Permitted Liens in the Term Note Agreement. "Proceeds": shall have the meaning set forth therefor in the UCC, and shall include, without limitation, the meaning set forth therefor in the Term Note Agreement and whatever is receivable or received when any Airframe or Engine or Part is sold, exchanged, collected or otherwise disposed of, including, without limitation, all amounts payable or paid under insurance, requisition or other payments as the result of any loss (including an Event of Loss) or damage to such Airframe or Engine or Part. "Replacement Engine" as defined in Section 4.11 hereof. "Tax" as defined in Section 4.3 hereto. "Term Note Agreement": as defined in the above recitals of this Mortgage. NJ 220.30a 600v4 -4- SDNYGM02755841 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242763 EFTA01327879 • SDNY_GM_02755842 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242764 EFTA01327880 Cs W P.1 P.- 01 "UCC" means the Unitbrm Commercial Code as the same may, from time to time be in effect in the State of New York; provided, that in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection or priority of, or remedies with respect to, Mortgagee's Lien on any Mortgage Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, the term "UCC" shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions of this Mortgage relating to such attachment, perfection, priority or remedies and for purposes of definitions related to such provisions; provided further, that to the extent that UCC is used to define any term herein and such term is defined differently in different Articles or Divisions of the UCC, the definition of such term contained in Article or Division 9 shall govern. SECTION 2 GRANTING CLAUSE Mortgage and Grant of Security Interest. To secure the due and prompt payment and performance of the obligations of the Grantor at any time owing to the Mortgagee, the Grantor hereby assigns, mortgages, transfers and confirms unto the Mortgagee and hereby grants to the Mortgagee a second priority security interest, subject to no other Liens other than FO Financing, LLC, as first lien lender under the First Mortgage, in all right, title and interest of the Grantor in and to the following property, whether now owned or hereafter acquired (herein collectively called the "Mortgage Collateral") and agrees that the foregoing, together with the other provisions of this Agreement, creates in favor of the Lender an International Interest in the Aircraft, as collateral security for the prompt and complete payment and performance when due of all the Obligations: (a) the Aircraft (including the Airframe and the Engines) and all replacements thereof and substitutions therefor to which the Grantor shall from time to time acquire title as provided herein, or any replacements or substitutions therefor, as provided in this Aircraft Mortgage (except for wholly owned aircrafts of the Grantor); (b) all logs, manuals, books, records (including without limitation, maintenance, servicing, testing, modification and overhaul records) and other documents (including without limitation, any logs, manuals, books, records and documents maintained in electronic form) relating to or otherwise concerning the Aircraft, the Airframe or any Engine (collectively, the "Records"), including without limitation, all Records required to be maintained by the FAA or any other governmental entity, domestic or foreign, having jurisdiction over the Grantor or the Aircraft, the Airframe or any Engine; (c) all policies of insurance (including, without limitation, any insurance policies required to be maintained by Grantor hereunder relating to the Aircraft and/or the Airframe or any Engine and all payments and proceeds and all rights to payment or compensation received or to be received under any such policies of insurance in respect of any loss or damage to and/or relating to or involving the Aircraft or any part thereof and all compensation and other payments of any kind with respect to the Aircraft, including but not limited to the insurance required hereunder, under the Term Note Agreement and all payments and compensation and rights to payment and/or compensation in respect of any requisition, forfeiture, seizure, detention or other loss of title to or the use or possession of the Aircraft or any part thereof; NJ 226.303.600v4 SDNYGM02755843 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 0(1242765 EFTA01327881 SDNY_GM_02755844 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242766 EFTA01327882 LJ (d) all proceeds (whether cash or non-cash), rents, tolls, issues, profits, revenues, accounts, accounts receivable, general intangibles, income and any other sums paid, received or to be received as a result of, arising from, derived in connection with or otherwise relating to the Aircraft or any part thereof, including, without limitation, all proceeds, rents, tolls, issues, profits, revenues, accounts, accounts receivable, general intangibles, income and any other sums paid, received or to be received relating to or in connection with the sale, lease, hire, charter or other disposition of the Aircraft or any part thereof or the provision of services of any nature whatsoever utilizing the Aircraft or any part thereof; (e) all Proceeds of all or any of the foregoing whether cash or otherwise. SECTION 3 REPRESENTATIONS AND WARRANTIES The Grantor represents and warrants that: (a) The Grantor shall (i) be a "citizen of the United States" as defined in 49 U.S.C. Section 40102(a)(15)(c), (ii) have good and marketable title to such Mortgage Collateral, free and clear of all Liens other than the Liens permitted by subsection 4.2 hereof, and (iii) duly register in the name of the Grantor, at its expense, the Airframe constituting part of such Aircraft, in accordance with the Act and shall have in full force and effect a certificate of airworthiness duly issued pursuant to said Act. (b) This Mortgage is in proper form to be duly filed for recordation in accordance with the Act against the Mortgage Collateral, and this Mortgage shall constitute a duly perfected lien on and prior perfected security interest in such Mortgage Collateral, subject to no other Liens (except for Permitted Liens and Liens of FO Financing, LLC, as first lien lender). (c) (i) No International Interest or Prospective International Interest (other than that of Mortgagee) is registered with the International Registry with respect to the Aircraft; (ii) Grantor shall not consent to the registration of any International Interest or Prospective International Interest with respect to the Aircraft (other than any such interest registered in favor of Mortgagee); and (iii) Grantor has not executed an Irrevocable De-Registration and Export Request Authorization with respect to the Aircraft in favor of any person (other than Mortgagee) which has not been discharged and removed from the Civil Aircraft Registry in Oklahoma City, Oklahoma. SECTION 4 COVENANTS 4.1 Registration Maintenance and Operation. The Grantor, at its own cost and expense, will: (i) prior to mortgaging any Aircraft hereunder, (A) cause the Airframe included therein to be duly registered, and at all times thereafter to remain duly registered, in the name of the Grantor in accordance with the Act, (B) register, on the International Registry, its consent to the registration of the Mortgagee's International Interest created pursuant to this Mortgage and the other Loan Documents (including any Prospective International Interest) with respect thereto, (C) provide the Mortgagee reasonably satisfactory evidence that there are no International Interests or Prospective International Interests against the Aircraft which are prior and superior to NJ 228,303.60Ov4 SDNY_GM_02755845 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242767 EFTA01327883 • • SDNYGM_027.846 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242768 EFTA01327884 ari as ro co the Lien of this Mortgage in favor of the Mortgagee; (ii) at all times cause to be maintained. serviced, repaired, overhauled and tested each Airframe, Engine, and Part, or other relevant Mortgage Collateral, so as to the good operating condition as when originally mortgaged hereunder, ordinary wear and tear excepted, and, in the case of each Aircraft, in such condition as may be net:navy to enable the airworthiness certification of such Aircraft to be maintained in good standing at all times under the Act and to enable such Aircraft at all times to be operated in commercial cargo service in the United States; and (iii) maintain all records, logs and other materials required by the FAA and any other Governmental Authority having jurisdiction to be maintained in respect of such Mortgaged Collateral. The Grantor will comply with all material rules and regulations of the FAA. The Grantor agrees that the Airframes, Engines and Parts and any other Mortgage Collateral will not be maintained, used or operated: (A) in violation of any material law or any rule, regulation or order of any Governmental Authority having jurisdiction (domestic or foreign), or in violation of any airworthiness certificate, license or registration relating to any Mortgage Collateral issued by any such Governmental Authority, except for any violation which, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; (B) in any area excluded from coverage by any insurance required by the terms of subsection 4.5 hereof, except in the case of a requisition for use by the United States of America, and then only if the Grantor obtains indemnity in lieu of such insurance from the United States of America against the risks and in the amounts required by said subsection 4.5 covering such area, or as to which the Grantor has otherwise obtained the written consent of the Mortgagee; or (C) in any recognized or threatened area of hostilities unless filly covered to the Mortgagee's satisfaction by war-risk insurance, or unless such Airframe, Engine, Parts or other Mortgage Collateral are operated or used under contract with the Government of United States of America under which contract said Government assumes liability for any the damage, loss, destruction or failure to return possession of such Airframe, Engine, Parts or Mortgage Collateral at the end of the term of such contract and for injury to persons or damage to property of others or unless the Aircraft is only temporarily located in such area as a result of an isolated occurrence attributable to a hijacking, medical emergency, equipment malfunction, weather conditions, navigational error or other similar unforeseen circumstances and the Grantor is using its good faith efforts to remove the Aircraft from such area. For purposes of this Section 4.1, a "material" law, rule, regulation or order of the FAA or any other Governmental Authority having jurisdiction (domestic or foreign) is one the violation of which may lead to an enforcement action by the FAA or such Governmental Authority or suspension, revocation or limitation of Grantor's authority to operate as a Certificated Air Carrier. 4.2 Liens. The Grantor will not create or suffer to exist any Lien, International Interests or Prospective International Interest upon or with respect to any of the Mortgage Collateral, except for Permitted Liens and any other Liens permitted by the terms hereof and of the Term Note Agreement. 4.3 Taxes. The Grantor will pay, and hereby indemnifies the Mortgagee and each Lender from and against, any and all fees and taxes, levies, imposts, duties, charges or withholdings, together with any penalties, fines or interest thereon (any of the foregoing being here called a "'Tax") which may from time to time be imposed on or asserted against the Mortgagee or any Airframe, Engine or Part or other Mortgage Collateral or any interest therein by any Federal, state or local government or other taxing authority in the United States or by any foreign government or subdivision thereof or by any foreign taxing authority upon or with NJ 228.303.600v4 SDNY_GM_02755847 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242769 EFTA01327885 • • SDNY_GM_02755848 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242770 EFTA01327886 al O respect to: (i) any Airframe, Engine or Part, or any interest therein, (ii) the manufacture. purchase, ownership, mortgaging hereunder, lease, sublease, use, storage, maintenance, sale or other disposition of any Airframe, Engine or Part, or any rentals or other earnings payable therefor or arising therefrom or the income or other proceeds received with respect thereto, or (iii) this Mortgage; provided, however, that, nothing in this subsection 4.3 shall require the payment of any Tax unless proceedings shall have been commenced to foreclose any Lien which may have attached as security for such Tax, so long as the validity thereof shall be contested in good faith by appropriate proceedings and that Grantor shall have set aside and maintain on its books adequate reserves with respect thereto. 4.4 Possession. The Grantor will not, without the prior written consent of the Mortgagee, except as permitted under the Term Note Agreement lease or otherwise in any manner deliver, transfer, remove or relinquish possession or control of, or transfer any right, title or interest of the Grantor in, any Mortgage Collateral, including without limitation any Airframe, Engine or Part or install any Engine or permit any Engine to be installed, on any airframe other than an Airframe, or permit any Part to be installed on or attached to any airframe or engine other than to an Airframe or Engine. 4.5 Insurance. (a) The Grantor at its own expense shall carry insurance with respect to the Mortgage Collateral as required pursuant to the terms and provisions of the Term Note Agreement, together with such endorsements in favor of the Mortgagee (or Lender) as are required under the Term Note Alp ;lent. (b) Upon the occurrence and continuance of an Event of Default, all insurance payments received by the Mortgagee (or Lender) or any Grantor with respect to the Mortgage Collateral shall be (if received by the Grantor, immediately paid to the Mortgagee (or Lender)) held and applied by the Mortgagee (or Lender) against the Obligations as provided under the Term Note Agreement, or be retained by the Grantor for application to the repair of the damage to the Aircraft, Airframe, Engine, or Part for which such insurance was paid, all in accordance with the terms of the Term Note Agreement. 4.6 Modification and Additions. The Grantor, at its expense, shall make such modifications in and additions to the Airframes and the Engines as may be required from time to time to meet the standards of the FAA or other Governmental Authority having jurisdiction. In addition, so long as no Default or Event of Default shall have occurred and be continuing, the Grantor, at its expense, may from time to time make such modifications in and additions to any Airframe or Engine as it may deem desirable in the proper conduct of its business, provided that no such modification or addition shall diminish the value or utility of such Airframe or Engine or impair the airworthiness or operating condition thereof below the value, utility, airworthiness and condition thereof immediately prior to such modification or addition (assuming such Airframe or Engine was of the value and utility and in the condition required by the terms of this Mortgage immediately prior to such modification or addition) and any expenses incurred or related thereto are in accordance with the terms of the Term Note Agreement. NJ 226,303.600v4 SDNY_GK402755849 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242771 EFTA01327887 • • SDNY_GM_02755850 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242772 EFTA01327888 C4I tv 4.7 Reserved. 4.8 Inspection. Subject to the provisions of Section 10 of the Term Note Agreement, the Grantor shall permit the Mortgagee by its officers or agents to inspect the Mortgage Collateral. including the Aircraft, and the Grantor's documents and records relating thereto, at all such times during normal business hours as the Mortgagee may from time to time reasonably request; provided that so long as no Event of Default shall have occurred and is continuing such visits shall be limited to two (2) occasions per fiscal year. 4.9 Reserved. 4.10 Citizenship. The Grantor shall at all times be a "Citizen of the United States" as defined in 49 U.S.C. Section 40102(a)( I 5Xc). 4.11 Event of Loss with Respect to an Engine. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which there has not occurred an Event of Loss with iewva to the Airframe on which such Engine was originally installed, the Grantor shall give the Mortgagee prompt written notice thereof and shall, within 90 days after the occurrence of such Event of Loss, duly subject to the lien and security interest of this Mortgage, in substitution for the Engine with respect to which such Event of Loss occurred, substitute another General Electric CF6-50C2 engine (or engine of the same manufacturer of an improved model and suitable for installation and use on an Airframe or such other engine acceptable to the Mortgagee) (herein called a "Replacement Engine"), free and clear of all Liens and having a value and utility at least equal to, and being in as good operating condition as, the Engine with respect to which such Event of Loss occurred assuming such Engine was of the value and utility and in the condition and repair required by the terms of this Mortgage immediately prior to the occurrence of such Event of Loss. At the time of such replacement, the Grantor, at its expense, shall (i) furnish the Mortgagee with evidence, reasonably satisfactory to the Mortgagee, of the Grantor's title to the Replacement Engine, (ii) cause a supplement to this Mortgage describing the Replacement Engine to be duly executed and filed for recordation pursuant to the Act, (iii) furnish the Mortgagee with such evidence of compliance with the insurance provisions of subsection 4.5 hereof with reaped to such Replacement Engine as the Mortgagee may reasonably request, and (iv) furnish the Mortgagee with such certificates and opinions of counsel as the Mortgagee may request in order to evidence the value, utility and operating condition of the Replacement Engine, the Grantor's title to the Replacement Engine free and clear of all Liens (other than Permitted Liens) and the subjection of the Replacement Engine to the lien and security interest of this Mortgage. Upon full compliance by the Grantor with the provisions of this subsection 4.11, the Mortgagee will deliver to the Grantor an instrument releasing the Engine with respect to which such Event of Loss occurred from the lien and security interest of this Mortgage. For all purposes of this Mortgage, each Replacement Engine shall, after being subjected to the lien and security interest hereof, be deemed an "Engine" as defined herein and shall be deemed part of the same Aircraft as was the Engine replaced thereby. 4.12 Further Assurances. The Grantor at its expense will promptly and duly execute and deliver such documents and assurances and take such action as may be necessary, or as the Mortgagee may from time to time request, in order to more effectively carry out the intent and purpose of this Mortgage, to establish, protect and perfect the rights, remedies, liens and security NJ 220.303,60Od -9- SONY_GM_02755851 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242773 EFTA01327889 SDNY GM 02755852 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242774 EFTA01327890 rs co •Ul a interests created or intended to be created in favor of the Mortgagee hereunder and to comply with the laws and regulations of the FAA and the requirements of the Cape Town Treaty with respect any International Interest of the Mortgagee with respect to the Mortgage Collateral, including the Aircraft, or the laws and regulations of any of the various states or countries in which the Mortgage Collateral, including the Aircraft is or may fly over, operate in, or become located in or any other applicable law, including, without limitation, the execution, delivery and tiling of UCC financing and continuation statements with respect to the security interests created hereby, registration of any International Interest of the Mortgagee with respect to the Mortgage Collateral, including the Aircraft with the International Registry, in each case in form and substance satisfactory to the Mortgagee, in such jurisdictions as the Mortgagee may reasonably request. The Grantor hereby authorizes the Mortgagee to file any such statements without the signature of the Grantor to the extent permitted by applicable law. 4.13 Sale of Aircraft. Without the prior written consent of the Mortgagee, the Grantor • shall not sell, transfer or otherwise dispose of any Mortgage Collateral, including any Aircraft or enter into any conditional sale, finance lease or any other agreement or arrangement which has the same legal effect as a sale (regardless of whether Grantor retains title to such Aircraft), except as provided in the Tenn Note Agreement. SECTION 5 RECEIPT, DISTRIBUTION AND APPLICATION OF INCOME 5.1 Application of Proceeds and Amounts Realized On Mortgage Collateral. Whether or not an Event of Default or Default shall have occurred and be continuing hereunder and/or the Term Note Agreement, all payments and proceeds related to and arising from the Mortgage Collateral shall be paid to the Mortgagee and applied in accordance with the terms of the Term Note Agreement. SECTION 6 • EVENTS OF DEFAULT AND REMEDIES 6.1 Remedies. Subject to the terms of the Intercreditor Agreement (as defined in the Term Note Agreement), if an Event of Default under the Tenn Note Agreement shall occur, the Mortgagee may, without notice of any kind to the Grantor, except as otherwise provided herein and to the extent permitted by law, carry out or enforce the actions or remedies provided in this Section 6 or elsewhere in this Mortgage, any applicable rights and remedies specified under the Cape Town Convention, and any rights and remedies otherwise available to a secured party under the UCC and/or the Uniform Commercial Code as in effect at the time in my applicable jurisdiction; provided, however, that such actions and remedies shall be in addition to, and not be deemed to limit, the remedies provided in any Security Document. 6.2 Possession of Mortgage Collateral. Subject to the terms of the Intercreditor Agreement: If an Event of Default under the Term Note Agreement shall occur and be continuing, the Mortgagee may, without notice take possession of all or any part of the Mortgage Collateral, including the Aircraft and may exclude the Grantor, and all persons claiming under the Grantor, wholly or partly therefrom. In addition, the Mortgagee shall be entitled to exercise all of their respective rights and remedies as set forth in this Mortgage, under the Loan NJ 224303.00644 -10- SDNY_GM_02755853 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242775 EFTA01327891 • • SDNY GM 02755854 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242776 EFTA01327892 ra ua N.) to ro Documents, and at law with respect to the Mortgage Collateral. At the request of the Mortgagee, the Grantor shall promptly deliver or cause to be delivered to the Mortgagee or to whomsoever the Mortgagee shall designate, at such time or times and place or places as the Mortgagee may reasonably specify, and fly or cause to be flown to such airport or airports in the continental United States as the Mortgagee may reasonably specify, without risk or expense to the Mortgagee, all or any part of the Aircraft specified by the Mortgagee. In addition, the Grantor will provide, without cost or expense to the Mortgagee, storage facilities for the Mortgage Collateral, including any Aircraft. If the Grantor shall for any reason fail to deliver any Mortgage Collateral or any part thereof after demand by the Mortgagee, the Mortgagee may, without being responsible for loss or damage, except to the extent caused by the gross negligence or willful misconduct of the Mortgagee, (i) obtain an order from any court having jurisdiction conferring on the Mortgagee the tight to immediate possession or requiring the Grantor to deliver immediate possession of all or part of such Aircraft to the Mortgagee, to the entry of which the Grantor specifically consents, or (ii) with or, to the fullest extent provided by law, without such judgment, pursue all or any part of such Mortgage Collateral, including the Aircraft wherever they may be found and enter any of the premises of or leased by the Grantor where such Mortgage Collateral, including the Aircraft may be and search for such Mortgage Collateral, including the Aircraft and take possession of and remove the same. The Grantor agrees to pay to the Mortgagee, upon demand, all expenses incurred in taking any such action; and all such expenses shall constitute Obligations and, until paid, be secured by the lien and security interest of this Mortgage and Security Documents. Upon every such taking of possession, the Mortgagee may, from time to time, make all such reasonable expenditures for maintenance, insurance, repairs, replacements, alterations, additions and improvements to and of the Mortgage Collateral, including the Aircraft as it may deem proper. 6.3 Sale and Suits for Enforcement. Subject to the terms of the Intercroditor Agreement: (a) If an Event of Default under the Term Note Agreement shall occur and be continuing, the Mortgagee, with or without taking possession of the Mortgage Collateral, including the Aircraft, may (i) to the extent and in the manner permitted by law, sell at one or more sales, all or any part of the Mortgage Collateral, at public or private sale, at such place or places and at such time or times and upon such terms, including terms of credit (which may include the retention of title by the Mortgagee to the property so sold), as the Mortgagee may determine, whether or not the Mortgage Collateral shall be at the place of sale; and (ii) proceed to protect and enforce its rights under this Mortgage by suit, whether for specific performance of any covenant herein contained or in aid of the exercise of any power herein granted or for the foreclosure of this Mortgage and the sale of the Mortgage Collateral under the judgment or decree of a court of appropriate jurisdiction or for the enforcement of any other right. (b) At any public sale of an Mortgage Collateral, including the Aircraft or any part thereof by the Mortgagee pursuant to paragraph (aXi) above, the Mortgagee may consider and accept bids requiring the extension of credit to the bidder and may determine the highest bidder NJ 226.303,000v4 SDNY_GM_02755855 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242777 EFTA01327893 • • SDNY_GM_02755856 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242778 EFTA01327894 at such sale, whether or not the bid of such bidder shall be solely for cash or shall require the extension of credit. (c) The Mortgagee, to the extent permitted by law. may from time to time adjourn any sale under paragraph (a)(i) above by announcement at the time and place appointed for such sale or for any adjournment thereof: and without further notice or publication, such sale be made at the time and place to which the same shall have been so adjourned. (d) Upon the completion of any sale under paragraph (a)(i) above, full title and right of possession to the Mortgage Collateral, including the Aircraft so sold shall (subject to any retention of title by the Mortgagee as part of the terms of such sale) pass to the accepted purchaser forthwith upon the completion of such sale, and the Grantor shall deliver, in accordance with the instructions of the Mortgagee (including flying any Aircraft or causing the same to be flown to such airports in the continental United States as the Mortgagee may specify), such Mortgage Collateral so sold. If the Grantor shall for any reason fail to deliver such Mortgage Collateral, the Mortgagee shall have all of the rights granted by subsection 6.2 hereof. The Mortgagee is hereby irrevocably appointed the true and lawful attorney of the Grantor, in its name and stead, to make all necessary conveyances of any Mortgage Collateral so sold. Nevertheless, if so requested by the Mortgagee or by any purchaser, the Grantor shall confine any such sale or conveyance by executing and delivering all proper instruments of conveyance or releases as may be designated in any such request. 6.4 Waiver of Appraisement, etc. The Grantor agrees, to the fullest extent that it lawfully may, that it will not (and hereby irrevocably waives its right to) at any time plead, or claim the benefit or advantage of, any appraisement, valuation, stay, extension, moratorium or redemption law now or hereafter in force, in order to prevent or hinder the enforcement of this Mortgage or the absolute sale of the Mortgage Collateral. 6.5 Remedies Cumulative. No remedy herein conferred upon the Mortgagee is intended to be exclusive of any other remedy, but every such remedy shall be cumulative and shall be in addition to every other remedy herein conferred or now or hereafter existing in law. 6.6 Application of Proceeds. If an Event of Default shall have occurred and be continuing, the proceeds of any sale, lease or other disposition of all or any part of the Mortgage Collateral pursuant to this Mortgage and all other sums realized or held by the Mortgagee under this Mortgage or any proceedings hereunder shall be applied in accordance with the terms of the Term Note Agreement. 6.7 Delay or Omission; Possession of Loan Certificates. (a) No delay or omission of the Mortgagee to exercise any right or remedy arising upon the happening of any Default or Event of Default shall impair any right or remedy or shall be construed to be a waiver of any such Default or Event of Default or an acquiescence therein; and every right and remedy given to the Mortgagee by this Section 6, the Loan Documents, or by applicable law may be exercised from time to time and as often as may be deemed expedient by the Mortgagee. NJ 226.303.600v4 -12- SDNY_GM_02755857 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA ({)242779 EFTA01327895 • • SDNY_GM_02755858 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242780 EFTA01327896 Q:. FY (b) All rights of action under this Mortgage may be enforced by the Mortgagee without the possession of the Notes or any other instrument or document evidencing any obligation or the production thereof in any proceeding. 6.8 Mortgagee's Right to Perform for the Grantor. Subject to the terms of the Intercreditor Ageement, from and after the occurrence and continuance of an Event of Default, If the Grantor fails to pertbrm or comply with any of its agreements contained herein, the Mortgagee may pertbrrn or comply with such agreement, and the amount of the reasonable out- of-pocket costs and expenses incurred in connection with the performance of or compliance with such agreement (together with interest thereon at the Default Rate) shall be payable by the Grantor to the Mortgagee on demand and shall be secured by the lien and security interest of this Mortgage. 6.9 Deregistration. If an Event of Default under the Term Note Agreement shall occur and be continuing, the Mortgagee may without being responsible for loss or damage, except to the extent caused by the gross negligence or willful misconduct of the Mortgagee procure the deregistration of the registration of the Aircraft and export the Aircraft to a jurisdiction of the Mortgagee's choice pursuant to the Irrevocable De-Registration and Export Request Authorization ("IDERA") and as authorized by the Cape Town Convention. The Grantor agrees to pay to the Mortgagee, upon demand, all reasonable out-of-pocket expenses incurred in taking any such action; and all such expenses shall constitute Obligations and, until paid, be secured by the lien and security interest of this Mortgage. At the request of the Mortgagee, the Grantor will execute and deliver an IDERA to the Mortgagee to be filed with the FAA. 6.10 Speedy Relief Remedies. If an Event of Default under the Term Note Agreement shall occur and be continuing, the Mortgagee may pending final determination of its claim in any court proceeding, obtain speedy relief in the form of on order providing for (i) preservation of • the Mortgage Collateral and its value; (ii) possession, control or custody of the Mortgage Collateral; (iii) immobilization of the Mortgage Collateral; (iv) lease or, except where covered by sub-paragraphs (i) to (iii), management of the Mortgage Collateral and the income therefrom; and (v) sale and application of proceeds therefrom. SECTION 7 MISCELLANEOUS PROVISIONS 7.1 Amendments, etc. No amendment or waiver of any provision of this Mortgage, nor consent to any departure by the Grantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Mortgagee and the Grantor, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. 7.2 Indemnification. The Grantor agrees (a) to pay or reimburse the Mortgagee for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Mortgage NJ 226.303.600v4 -13- SDNYGlvl_02755859 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242781 EFTA01327897 • • SDNY_GM_02755860 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242782 EFTA01327898 Pd Gel Ut and any other documents prepared in connection herewith, and the consummation of the transactions contemplated hereby and thereby, (b) to pay or reimburse the Mortgagee for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Mortgage and any such other documents, including, without limitation, the fees and disbursements of counsel to the Mortgagee, (c) to pay, indemnify, and to hold the Mortgagee harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, that may be payable or determined to be payable in connection with the execution and delivery of; or consummation of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Mortgage and any such other documents, and (d) to pay, indemnify, and hold the Mortgagee and each Lender harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, • delivery, enforcement, performance and administration of this Mortgage and any such other documents (all the foregoing, collectively, the "Indemnified Liabilities"), provided that the Grantor shall have no obligation hereunder with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of the Mortgagee. The agreements in this subsection 7.2 shall survive termination of the Term Note Agreement and satisfaction of any Loans issued thereunder. 7.3 Reserved. 7.4 Notices. All notices, requests and demands to or upon the respective parties hereto to be effective shall be in writing or by facsimile and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made when delivered by hand, or four (4) business days after being deposited in the United States mail, certified or registered mail postage prepaid, or one (I) business day after being deposited with an overnight courier of national reputation, or upon receipt of confirmation of successful transmission with respect to any notice • or communication sent via facsimile, to the addresses set forth in the Term Note Agreement. 7.5 Continuing Lien and Security Interest; Transfer, Release of Mortgage Collateral- Termination of Mortgage. (a) In addition to the other Security Documents, this Mortgage shall create a continuing lien and security interest in the Mortgage Collateral and shall (i) remain in full force and effect until payment and performance in full of all of the Obligations, (ii) be binding upon the Grantor, its successors and assigns, and (iii) inure to the benefit of the Mortgagee, and its successors, transferees and assigns. (b) Upon the indefeasible payment and performance in full of all of the Obligations, the lien and security interest granted hereby and in the Security Documents shall terminate. Upon any such termination, the Mortgagee will, at the Grantor's expense, execute and deliver an appropriate instrument evidencing such termination of this Mortgage. 7.6 Governing Law. NJ 226,303.600v4 -14- SDNY_GM_02755861 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 110242783 EFTA01327899 • • SDNY GM 02755862 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242784 EFTA01327900 ca ca rn tn (a) THIS AGREEMENT AND THE ANCILLARY AGREEMENTS SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. (b) THE PARTIES HEREBY CONSENT AND AGREE THAT THE STATE OR FEDERAL COURTS LOCATED IN THE COUNTY OF NEW YORK, STATE OF NEW YORK SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN GRANTOR, ON THE ONE HAND, AND MORTGAGEE, ON THE OTHER HAND, PERTAINING TO THIS AGREEMENT OR TO ANY MATTER ARISING OUT OF OR RELATED TO THIS AGREEMENT; PROVIDED THAT MORTGAGEE AND GRANTOR ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF • THE COUNTY OF NEW YORK, STATE OF NEW YORK; AND FURTHER PROVIDED, THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE MORTGAGEE FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO COLLECT THE OBLIGATIONS, TO REALIZE ON THE MORTGAGE COLLATERAL OR ANY OTHER SECURITY FOR THE OBLIGATIONS. OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF MORTGAGEE. THE PARTIES EXPRESSLY SUBMIT AND CONSENT IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND EACH OF THE PARTIES HEREBY WAIVES ANY OBJECTION THAT IT MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS. (c) THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, THE PARTIES HERETO WAIVE ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE BETWEEN MORTGAGEE, AND GRANTOR ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH THIS AGREEMENT, ANY ANCILLARY AGREEMENT OR THE TRANSACTIONS RELATED HERETO OR THERETO. 7.7 Severability. The invalidity of any one or more of the provisions of this Mortgage shall not affect the remaining provisions of this Mortgage should be held by any court of law, to be invalid, or should operate to render this Mortgage invalid or to impair the lien and security interest of this Mortgage on all or the major portion of the property intended to be mortgaged hereunder, this Mortgage shall be construed as if such provisions had not been contained therein. [Balance of Page Intentionally Left Blank. Signature Page Follows. NJ 226.303.600v4 -15- SDNY_GM_02755863 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242785 EFTA01327901 • • SDNYGM02755864 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA (0242786 EFTA01327902 Ca Ca re CD to ••4 IN WITNESS WHEREOF. the Grantor has caused this Mortgage to be duly executed and delivered as of the day and year first above written. FLIGHT OPTIONS. I.I.0 By: E‘" ---*--2)/e.- Name: C Boyle Its: Chief Financial Officer Aittrail Morigate and Seeumy Agra/Dent SDNY_GM_02755865 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242787 EFTA01327903 • • SDNY_GM_02755866 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242788 EFTA01327904 N Nt FO FINANCING. LLC By: H.I.G.-GPII. Inc Its: Manager By: Nome: Richard Siegel Title: General Counselomia Ateashed • Mongagg And Sccuray AgreeMIMI SDNY_GM_02755867 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 110242789 EFTA01327905 • • SDNY GM 02755868 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242790 EFTA01327906 Exhibit A Term Note Agreement Not included for purposes of confidentiality NJ 226,301600v4 SDNY_GM_02755869 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242791 EFTA01327907 • • SDNY GM 02755870 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242792 EFTA01327908 Schedule 1 Aircraft: Airframes and Engines* Type Reg. Serial No. Engine Make Engine Engine Percent No. Type Serial No. Owned-- Raytheon N793TA(pending Aircraft Pratt 8 Whitney PCE- change to RK-244 JT15D-5 28.125% Company' Canada JA0257— N493LX) model 400A Raytheon N793TA(pending PCE- Aircraft change to RK-244 Pratt 8 Whitney JT15D-5 28.125% Company— Canada JA0256'— N493LX) model 400A *Each of which Engines is capable of 1750 lbs. or more of thrust or has 550 or more rated takeoff horsepower or the equivalent thereof. **Described on he International Registry drop down menu as RAYTHEON AIRCRAFT COMPANY. ***Described on the International Registry drop down menu as PRATT & WHITNEY CANADA model 1T15D • SERIES with serial numbers JA0257and 1A0256. *"*Aircraft used herein references Grantor's undivided 28.125% interest in the Aircraft and Engines. 01199 4911636-2 066497.0063 SDNY_GM_02755871 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242793 EFTA01327909 • I hereby certify that have compared the fore- going with toe original and it is a true and correct copy tnereof. e,La ortel a ga4 • Aliovon:Harm) vivoliviNo TS ZI lid Er be 33o lel HouVillS103e11.O80 tlyd H914 031fd 8IV SDNY_GM_02755872 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242794 EFTA01327910 DOCUMENT LEVEL ANNOTATIONS ORIG #9911 REVD $15.00 12/13/2007 SDNY_GM_02755873 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242795 EFTA01327911 SONY_GM_02755874 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242796 EFTA01327912 ECORDF.DCONVEIANCE FILED IN: U.S. DEPARTMENT OF TRANSPORTATION NUM: 7931A FEDERAL AVIATION ADMINISTRATION SERIAL NUM: RE-244 Wit: RAYTHEON AIRCRAFT COMPANY CROSS-REFERENCE-RECORDATION IODEL: 400A AIR CARRIER: This form is to be used in cases where a conweyance cones 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 AIRCRAFT MORTGAGE AND SECURITY AGREEMENT 12/13/2007 FROM DOCUMENT NO. FLIGHT OPTIONS LLC AM000500 TOOR ASSIGNED TO DATE RECORDED FO FINANCING LLC JUN 12, 2008 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: Total Aircraft: I Total Engines: 2 Total Props: Total Sparc Pans: N793TA P&W C JT15D-5 PCE-JA0257 P&W C JTI5D-5 PCE-JA0256 AC FORM 8050-23(1-06)(002-00-go-6000) SDNY_GM_02755875 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242797 EFTA01327913 SDNY_GM_02755876 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242798 EFTA01327914 tas es QS 1' CERTIFIED COPY TO BE RECORDED BY FAA 8 O a AIRCRAFT MORTGAGE AND SECURITY AGREEMENT 8 a dated as of December g 2007 made by FLIGHT OPTIONS, LLC in favor of FO FINANCING, LLC as Mortgagee NJ 220.294.392v7 SDNY_GM_02755877 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242799 EFTA01327915 • VWOHVDI0 All0 VeHOHV1310 OS 2I Lid CI 330 /OR dB N011trel/SIMI IdV838IV Vtfd HAIM 03114 SDNY_GM_02755878 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242800 EFTA01327916 O3 N ha t0t TABLE OF CONTENTS SECTION I CERTAIN DEFINITIONS 1.1 Definitions 1 SECTION 2 GRANTING CLAUSE 5 SECTION 3 REPRESENTATIONS AND WARRANTIES 6 SECTION 4 COVENANTS 6 4.1 Registration Maintenance and Operation 6 4.2 Liens 7 • 4.3 Taxes 7 4.4 Possession 8 4.5 Insurance 8 4.6 Modification and Additions 8 4.7 Reserved 8 4.8 Inspection 8 4.9 Citizenship 9 4.10 Event of Loss with Respect to an Engine 9 4.11 Further Assurances 9 4.12 Sale of Aircraft 10 SECTION 5 RECEIPT, DISTRIBUTION AND APPLICATION OF INCOME 10 5.1 Application of Proceeds and Amounts Realized On Mortgage Collateral 10 SECTION 6 EVENTS OF DEFAULT AND REMEDIES 10 6.1 Remedies 10 6.2 Possession of Mortgage Collateral 10 6.2 Sale and Suits for Enforcement 11 NJ 224.204.392v7 SDNY_GM_02755879 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242801 EFTA01327917 • • SDNY GM 02755880 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242802 EFTA01327918 67 6.3 Waiver of Appraisement, etc 12 6.4 Remedies Cumulative 12 6.5 Application of Proceeds 12 6.6 Delay or Omission; Possession of Loan Certificate* I2 4.9 Mortgagee's Right to Perform for the Grantor 12 SECTION 7 MISCELLANEOUS PROVISIONS 13 7.1 Amendments, etc 13 72 Indemnification 13 • 7.4 Notices 14 7.5 Continuing Lien and Security Interest Transfer, Release of Mortgage Collateral; Termination ofMortgage 14 7.6 Governing Law 14 7.7 Severability 15 EXHIBIT Exhibit A - Loan and Security Agreement SCHEDULE • Schedule I - Description of Aircraft and Engines NJ 226.294.392v? SDNY_GM_02755881 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242803 EFTA01327919 • • SDNY_GM_02755882 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242%04 EFTA01327920 AIRCRAFT MORTGAGE AND SECURITY AGREEMENT, dated as of December 2007 (the "Mortgage"), made by FLIGHT OPTIONS, LLC, a Delaware limited liability company (the "Grantor"), with its chief executive office and chief place of business at 26180 Curtiss Wright Parkway, Cleveland, Ohio 44143, in favor of FO FINANCING, LLC, a Delaware limited liability company, as Lender under the Loan and Security Agreement defined below (the "Mortgagee"). WITNESSETH: WHEREAS, the Grantor and the Mortgagee are parties to that certain Loan and Security Agreement dated of even date herewith attached hereto as Exhibit A (as amended, amended and restated, joined, supplemented or otherwise modified from time to time, the "Loan and Security Agreement"), pursuant to which Mortgagee has agreed to make certain loans and advances to the Grantor subject to the terms and conditions set forth therein; NOW, THEREFORE, to secure indebtedness of the Grantor to the Mortgagee arising under the Loan and Security Agreement, and the repayment of all sums due under the other Loan Documents, as defined in the Loan and Security Agreement, whether direct or indirect, absolute or contingent, joint or several, or now or hereafter existing, the Grantor hereby agrees with the Mortgagee as follows: SECTION I CERTAIN DEFINITIONS 1.1 Definitions. Unless otherwise defined herein, capitalized terms defined herein shall have the respective meanings ascribed to them in the Loan and Security Agreement. All other capitalized terms defined in the preamble and recitals to this Mortgage shall have the respective meanings ascribed to them therein and the following terms shall have the following defined meanings (and shall be applicable to both the singular and the plural forms of such terms): "Act": the Transportation Act, 49 U.S.C. §§4010I, et. seq. as amended, and any similar legislation of the United States of America enacted in substitution or replacement thereof; together with the regulations of the FAA thereunder, as in effect from time to time. "Aircraft": collectively, each Airframe, together with the Engines installed thereon as of the date hereof, described in Schedule I hereto (or any Engine substituted for one of said Engines pursuant to subsection 4.11 hereof), whether or not any of said existing or substitute Engines may from time to time be installed on such Airframe, to the extent of the Grantor's ownership interest therein. "Aircraft Protocol": means the official English language text of the Protocol to the Convention on International Interests in Mobile Equipment on Matters Specific to Aircraft Equipment, adopted on 16 November 2001 at a diplomatic conference held in Cape Town, as the same may be amended or modified from time to time. NJ 226294.392v7 SDNY_GM02755883 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242805 EFTA01327921 • SDNY GM 02755884 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242806 EFTA01327922 (Xi UJ "Airframe": that certain airframe which forms part of the Aircraft, excluding the Engines or engines from lime to time installed thereon, either originally mortgaged hereunder and described in Schedule I hereto, together with any and all Parts which arc either incorporated or installed in or attached to such airframe or required to be subject to the lien and security interest of this Mortgage in respect of such Airframe, to the extent of the Grantor's ownership interest therein. "Cane Town Convention": shall mean, collectively, the Aircraft Protocol, the Convention, the International Registry Procedures and the International Registry Regulations. "Certificated Air Carrier": any corporation (except the United States Government) domiciled in the United States of America and holding (i) a Certificate of Public Convenience and Necessity issued under 49 U.S.C. Section 41102 by the Department of Transportation or any predecessor or successor agency thereto, or, in the event such Certificates shall no longer be issued, any corporation (except the United States Government) domiciled in the United States of America and legally engaged in the business of transporting for hire passengers or cargo by air predominantly to, from or between points within the United States of America, and, in either event, operating commercial jet aircraft capable of carrying 10 or more individuals or 6,000 pounds or more of cargo, which also is certificated so as to entitle Grantor to the benefits of Section 11 10 of Title II of the United States Code or any analogous statute with respect to the Aircraft and/or (ii) certified authority by the FAA to conduct scheduled air cargo transportation under Part 121 of the regulations promulgated under the Act. "Convention" shall mean the official English language text of the Convention on International Interests in Mobile Equipment, adopted on 16 November 2001 at a diplomatic conference held in Cape Town, South Africa, as the same may be amended or modified from time to time. "Engine": each aircraft engine described in Schedule I hereto, together with any and all Parts which are either incorporated or installed in or attached to such Engine or required to be subject to the lien and security interest of this Mortgage in respect of such Engine, to the extent of the Grantor's ownership interest therein. "Event of Loss": any of the following events with, respect to any property: (i) loss of such property or of the use thereof due to theft, disappearance, destruction, damage beyond repair or rendition of such property permanently unfit for normal use for any reason whatsoever; (ii) any damage to such property which results in an insurance settlement with respect to such property on the basis of a total loss; (iii) the condemnation, confiscation, seizure or hijacking of, or requisition of title to or use of, such property by private Persons or Governmental Authority or purported Governmental Authority, excluding, however, requisition for use by the United States Government or any instrumentality or agency thereof for a period of less than 60 days; NJ 226. 294.392v7 SDNYGA402755885 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242807 EFTA01327923 • • SDNY_GM_02755886 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242808 EFTA01327924 nr rt na (iv) as a result of any rule, regulation, order or other action by the FAA or other governmental body having jurisdiction, the use of such property in the normal course of interstate air transportation shall have been prohibited for a period of six (6) consecutive months: or (v) the operation or location of such property, while under requisition for use by the United States Government, or any instrumentality or agency thereof, in any area excluded from coverage by any insurance policy in effect with respect to such property, if the Grantor shall be unable to obtain indemnity in lieu thereof satisfactory to the Lender from the United States Government. An Event of Loss with respect to an Aircraft shall be deemed to have occurred if an Event of Loss occurs with respect to such Aircraft, Airframe or any Engine to which is a part of such Aircraft. "FAA": the United States Federal Aviation Administration, or any successor or replacement administration or governmental agency having the same or similar authority and responsibilities. "Indemnified Liabilities": as defined in Section 7.2 hereof. "International Interest": shall have the meaning ascribed thereto in the Cape Town Convention. "International Registry": means the International Registry of Mobile Assets located in Dublin, Ireland and established pursuant to the Cape Town Convention, along with any successor registry thereto. "International Registry Procedures" means the official English language text of the • procedures for the International Registry issued by the supervisory authority thereof pursuant to the Convention and the Aircraft Protocol, as the same may be amended or modified from time to time. "International Registry Regulations" means the official English language text of the regulations for the International Registry issued by the supervisory authority thereof pursuant to the Convention and the Aircraft Protocol, as the same may be amended or modified from time to time. "Lien" means any mortgage, security deed, deed of trust, pledge, hypothecation, assignment, security interest, lien (whether statutory or otherwise), charge, claim or encumbrance, or preference, priority or other security agreement or preferential arrangement held or asserted in respect of any asset of any kind or nature whatsoever including any conditional sale or other title retention agreement, any lease having substantially the same economic effect as any of the foregoing, and the filing of, or agreement to give, any financing statement under the UCC or comparable law of any jurisdiction and, including, without limitation, rights of others under any engine or parts interchange, loan lease or pooling agreement, and any International Interest and/or Prospective International Interest. NJ 228,294,392v7 SDNY_GIvl_02755887 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242809 EFTA01327925 • SDNY_GM_02755888 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242810 EFTA01327926 na "Loan and Security Agreement": as defined in the above recitals of this Mortgage. "Mortgage": this Mortgage as defined in the preamble. "Mortgage Collateral": as defined in Section 2 hereof. "Mortgage Supplement" any supplement to this Mortgage, in form and substance reasonably acceptable to the Mortgagee, executed by the Grantor with respect to additional Aircraft, Engines, Parts or other assets and properties of the Grantor to be made subject to the Mortgage. "Obligations": as defined in the Loan and Security Agreement, including without limitation all amounts duc to the Mortgagee arising under or related to this Mortgage. "Paris": at any time, all parts, components, equipment, instruments, appliances, avionics, radio and radar devices, cargo handling systems and loose equipment that are at such time incorporated or installed in or attached to any Airframe or Engine or Part, to the extent of the Grantor's ownership interest therein. "Permitted Liens" means (a) Liens of carriers, warehousemen, artisans, bailees, mechanics and materialmen incurred in the ordinary course of business securing sums not overdue; (b) Liens incurred in the ordinary course of business in connection with worker's compensation, unemployment insurance or other forms of governmental insurance or benefits, relating to employees, securing sums (i) not overdue or (ii) being diligently contested in good faith provided that adequate reserves with respect thereto are maintained on the books of the Grantor, in conformity with GAAP; (c) Liens in favor of Mortgagee; (d) Liens for taxes (i) not yet due or (ii) being diligently contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto are maintained on the books of the Grantor, in conformity with GAAP: (e) Purchase money Liens securing purchase money indebtedness to the extent permitted in this Agreement (and as such terms arc defined in the Loan and Security Agreement); and (f) Liens specifically identified as Permitted Liens in the Loan and Security Agreement. "Proceeds": shall have the meaning set forth therefor in the UCC, and shalt include, without limitation, the meaning set forth therefor in the Loan and Security Agreement and whatever is receivable or received when any Airframe or Engine or Part is sold, exchanged, collected or otherwise disposed of, including, without limitation, all amounts payable or paid under insurance, requisition or other payments as the result of any loss (including an Event of Loss) or damage to such Airframe or Engine or Part. "Replacement Engine" as defined in Section 4.11 hereof. "Tax" as defined in Section 4.3 hereto. "UCC" means the Uniform Commercial Code as the same may, from time to time be in effect in the State of New York; provided, that in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection or priority of, or remedies with respect to, Mortgagee's Lien on any Mortgage Collateral is governed by the Uniform Commercial Code NJ 226.294.392v7 SDNY_GM_02755889 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242811 EFTA01327927 • • SDNY_GM_02755890 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242812 EFTA01327928 as in effect in a jurisdiction other than the State of New York, the term "UCC" shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions of this Mortgage relating to such attachment, perfection. priority or remedies and for purposes of definitions related to such provisions; provided further, that to the extent that UCC is used to define any term herein and such term is defined differently in different Articles or Divisions of the UCC, the definition of such term contained in Article or Division 9 shall govern. SECTION 2 GRANTING CLAUSE Mortgage and Grant of Security Interest. To secure the due and prompt payment and performance of the obligations of the Grantor at any time owing to the Mortgagee, the Grantor hereby assigns, mortgages. transfers and confirms unto the Mortgagee and hereby grants to the Mortgagee a first priority security interest, subject to no other Liens, in all right, title and interest of the Grantor in and to the following property, whether now owned or hereafter acquired (herein collectively called the "Mortgage Collateral"), and agrees that the foregoing, together with the other provisions of this Agreement, creates in favor of the Lender an International Interest in the Aircraft, as collateral security for the prompt and complete payment and performance when due of all the Obligations: (a) the Aircraft (including the Airframe and the Engines) and all replacements thereof and substitutions therefor to which the Grantor shall from time to time acquire title as provided herein, or any replacements or substitutions therefor, as provided in this Aircraft Mortgage (except for wholly owned aircrafts of the Grantor); (b) all logs, manuals, books, records (including without limitation, maintenance, servicing, testing, modification and overhaul records) and other documents (including without limitation, any logs, manuals, books, records and documents maintained in electronic form) relating to or otherwise concerning the Aircraft, the Airframe or any Engine (collectively, the "Records"), including without limitation, all Records required to be maintained by the FAA or any other governmental entity, domestic or foreign, having jurisdiction over the Grantor or the Aircraft, the Airframe or any Engine; (c) all policies of insurance (including, without limitation, any insurance policies required to be maintained by Grantor hereunder relating to the Aircraft and/or the Airframe or any Engine and all payments and proceeds and all rights to payment or compensation received or to be received under any such policies of insurance in respect of any loss or damage to and/or relating to or involving the Aircraft or any part thereof and all compensation and other payments of any kind with respect to the Aircraft, including but not limited to the insurance required hereunder, under the Loan and Security Agreement and all payments and compensation and rights to payment and/or compensation in respect of any requisition, forfeiture, seizure, detention or other loss of title to or the use or possession of the Aircraft or any part thereof; (d) all proceeds (whether cash or non-cash), rents, tolls, issues, profits, revenues, accounts, accounts receivable, general intangibles, income and any other sums paid, received or to be received as a result of, arising from, derived in connection with or otherwise relating to the Aircraft or any part thereof, including, without limitation, all proceeds, rents, tolls, issues, NJ 226.294.392v7 SDNY_GIvl_02755891 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA _002428l3 EFTA01327929 • i SDNY_GM_02755892 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242814 EFTA01327930 Cs el NJ N.1 en profits, revenues, accounts, accounts receivable, general intangibles, income and any other sums paid, receive-4J or to be received relating to or in connection with the sale, lease, hire, charter or other disposition of the Aircraft or any part thereof or the provision of services of any nature whatsoever utilizing the Aircraft or any part thereof; (e) all Proceeds of all or any of the foregoing whether cash or otherwise. SECTION 3 REPRESENTATIONS AND WARRANTIES The Grantor represents and warrants that: (a) The Grantor shall (i) be a "citizen of the United States" as defined in 49 U.S.C. Section 40102(a)(15)(c), (ii) have good and marketable title to such Mortgage Collateral, free and clear of all Liens other than the Liens permitted by subsection 4.2 hereof, and (iii) duly register in the name of the Grantor, at its expense, the Airframe constituting part of such Aircraft, in accordance with the Act and shall have in full force and effect a certificate of airworthiness duly issued pursuant to said Act. (b) This Mortgage is in proper form to be duly filed for recordation in accordance with the Act against the Mortgage Collateral, and this Mortgage shall constitute a duly perfected lien on and prior perfected security interest in such Mortgage Collateral, subject to no other Liens (except for Permitted Liens). (c) (i) No International Interest or Prospective International Interest (other than that of Mortgagee) is registered with the International Registry with respect to the Aircraft; (ii) Grantor shall not consent to the registration of any International Interest or Prospective International Interest with respect to the Aircraft (other than any such interest registered in favor of Mortgagee); and (iii) Grantor has not executed an Irrevocable De-Registration and Export Request Authorization with respect to the Aircraft in favor of any person (other than Mortgagee) which has not been discharged and removed from the Civil Aircraft Registry in Oklahoma City, Oklahoma. SECTION 4 COVENANTS 4.1 Registration Maintenance and Operation. The Grantor, at its own cost and expense, will: (i) prior to mortgaging any Aircraft hereunder, (A) cause the Airframe included therein to be duly registered, and at all times thereafter to remain duly registered, in the name of the Grantor in accordance with the Act, (B) register, on the International Registry, its consent to the registration of the Mortgagee's International Interest created pursuant to this Mortgage and the other Loan Documents (including any Prospective International Interest) with respect thereto, (C) provide the Mortgagee reasonably satisfactory evidence that there are no International Interests or Prospective International Interests against the Aircraft which are prior and superior to the Lien of this Mortgage in favor of the Mortgagee; (ii) at all times cause to be maintained, serviced, repaired, overhauled and tested each Airframe, Engine, and Part, or other relevant Mortgage Collateral, so as to the good operating condition as when originally mortgaged hereunder, ordinary wear and tear excepted, and, in the case of each Aircraft, in such condition NJ 226.294.392v7 SDNY_Gful_02755893 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242815 EFTA01327931 • • SDNY_GM_02755894 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002428 I 6 EFTA01327932 as may be necessary to enable the airworthiness certification of such Aircraft to be maintained in good standing at all times under the Act and to enable such Aircraft at all times to be operated in commercial cargo service in the United States; and (iii) maintain all records, logs and other materials required by the FAA and any other Governmental Authority having jurisdiction to be maintained in reivest of such Mortgaged Collateral. The Grantor will comply with all material rules and regulations of the FAA. The Grantor agrees that the Airframes, Engines and Parts and any other Mortgage Collateral will not be maintained, used or operated: (A) in violation of any material law or any rule, regulation or order of any Governmental Authority having jurisdiction (domestic or foreign), or in violation of any airworthiness certificate, license or registration relating to any Mortgage Collateral issued by any such Governmental Authority, except for any violation which, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; (B) in any area excluded from coverage by any insurance required by the terms of subsection 4.5 hereof, except in the case of a requisition for use by the United States of America, and then only if the Grantor obtains indemnity in lieu of such insurance from the United States of America against the risks and in the amounts required by said subsection 4.5 coveting such area, or as to which the Grantor has otherwise obtained the written consent of the Mortgagee; or (C) in any recognized or threatened area of hostilities unless fully covered to the Mortgagee's satisfaction by war-risk insurance, or unless such Airframe, Engine, Parts or other Mortgage Collateral are operated or used under contract with the Government of United States of America under which contract said Government assumes liability for any the damage, loss, destruction or failure to return possession of such Airframe, Engine, Parts or Mortgage Collateral at the end of the term of such contract and for injury to persons or damage to property of others or unless the Aircraft is only temporarily located in such area as a result of an isolated occurrence attributable to a hijacking, medical emergency, equipment malfunction, weather conditions, navigational error or other similar unforeseen circumstances and the Grantor is using its good faith efforts to remove the Aircraft from such area. For purposes of this Section 4.1, a "material" law, rule, regulation or order of the FAA or any other Governmental Authority having jurisdiction (domestic or foreign) is one the violation of which may lead to an enforcement action by the FAA or such Governmental Authority or suspension, revocation or limitation of Grantor's authority to operate as a Certificated Air Carrier. 4.2 Liens. The Grantor will not create or suffer to exist any Lien, International Interests or Prospective International Interest upon or with respect to any of the Mortgage Collateral, except for Permitted Liens and any other Liens permitted by the terms hereof and of the Loan and Security Agreement. 4.3 Taxes. The Grantor will pay, and hereby indemnifies the Mortgagee and each Lender from and against, any and all fees and taxes, levies, imposts, duties, charges or withholdings, together with any penalties, fines or interest thereon (any of the foregoing being here called a "Tax") which may from time to time be imposed on or asserted against the Mortgagee or any Airframe, Engine or Part or other Mortgage Collateral or any interest therein by any Federal, state or local government or other taxing authority in the United States or by any foreign government or subdivision thereof or by any foreign taxing authority upon or with respect to: (i) any Airframe, Engine or Part, or any interest therein, (ii) the manufacture, purchase, ownership, mortgaging hereunder, lease, sublease, use, storage, maintenance, sale or other disposition of any Airframe, Engine or Part, or any rentals or other earnings payable therefor or arising therefrom or the income or other proceeds received with respect thereto, or NJ 226.294.392v7 SDNY_GM_02755895 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242817 EFTA01327933 • • SDNY_GM_02755896 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242818 EFTA01327934 Li N) co N) (iii) this Mortgage; provided, however, that, nothing in this subsection 4.3 shall require the payment of any Tax unless proceedings shall have been commenced to foreclose any Lien which may have attached as security for such Tax, so long as the validity thereof shall be contested in good faith by appropriate proceedings and that Grantor shall have set aside and maintain on its books adequate reserves with respect thereto. 4.4 Possession. The Grantor will not, without the prior written consent of the Mortgagee, except as permitted under the Loan and Security Agreement, lease or otherwise in any manner deliver, transfer, remove or relinquish possession or control of, or transfer any right, title or interest of the Grantor in, any Mortgage Collateral, including without limitation any Airframe, Engine or Part or install any Engine or permit any Engine to he installed, on any airframe other than an Airframe, or permit any Part to be installed on or attached to any airframe or engine other than to an Airframe or Engine. 4.5 Insurance. (a) The Grantor at its own expense shall carry insurance with respect to the Mortgage Collateral as required pursuant to the terms and provisions of the Loan and Security Agreement, together with such endorsements in favor of the Mortgagee (or Lender) as are required under the Loan and Security Agreement. (b) Upon the occurrence and continuance of an Event of Default, all insurance payments received by the Mortgagee (or Lender) or any Grantor with respect to the Mortgage Collateral shall be (if received by the Grantor, immediately paid to the Mortgagee (or Lender)) held and applied by the Mortgagee (or Lender) against the Obligations as provided under the Loan and Security Agreement, or be retained by the Grantor for application to the repair of the damage to the Aircraft, Airframe, Engine, or Part for which such insurance was paid, all in accordance with the terms of the Loan and Security Agieeinent. 4.6 Modification and Additions. The Grantor, at its expense, shall make such modifications in and additions to the Airframes and the Engines as may be required from time to time to meet the standards of the FAA or other Governmental Authority having jurisdiction. In addition, so long as no Default or Event of Default shall have occurred and be continuing, the Grantor, at its expense, may from time to time make such modifications in and additions to any Airframe or Engine as it may deem desirable in the proper conduct of its business, provided that no such modification or addition shall diminish the value or utility of such Airframe or Engine or impair the airworthiness or operating condition thereof below the value, utility, airworthiness and condition thereof immediately prior to such modification or addition (assuming such Airframe or Engine was of the value and utility and in the condition required by the terms of this Mortgage immediately prior to such modification or addition) and any expenses incurred or related thereto are in accordance with the terms of the Loan and Security Agreement. 4.7 Reserved. 4.8 Inspection. Subject to the provisions of Section 10 of the Loan and Security Agreement, the Grantor shall permit the Mortgagee by its officers or agents to inspect the Mortgage Collateral, including the Aircraft, and the Grantor's documents and records relating NJ 228.294.392v7 SDNYGM02755897 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA _00242819 EFTA01327935 • SDNY_GM_02755898 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242820 EFTA01327936 CI rJ hl 0) thereto, at all such times during normal business hours as the Mortgagee may from time to time reasonably request; provided that so long as no Event of Default shall have occurred and is continuing such visits shall be limited to two (2) occasions per fiscal year. 4.9 Reserved. 4.10 Citizenship. The Grantor shall at all times be a "Citizen of the United States" as defined in 49 U.S.C. Section 40102(a)(15Xc). 4.11 Event of Loss with Respect to an Engine. Upon the occurrence of an Event of Loss with respect to an Engine under circumstances in which there has not occurred an Event of Loss with respect to the Airframe on which such Engine was originally installed, the Grantor shall give the Mortgagee prompt written notice thereof and shall, within 90 days after the occurrence of such Event of Loss, duly subject to the lien and security interest of this Mortgage, • in substitution for the Engine with respect to which such Event of Loss occurred, substitute another General Electric CF6-50C2 engine (or engine of the same manufacturer of an improved model and suitable for installation and use on an Airframe or such other engine acceptable to the Mortgagee) (herein called a "Replacement Engine"), free and clear of all Liens and having a value and utility at least equal to, and being in as good operating condition as, the Engine with respect to which such Event of Loss occurred assuming such Engine was of the value and utility and in the condition and repair required by the terms of this Mortgage immediately prior to the occurrence of such Event of Loss. At the time of such replacement, the Grantor, at its expense, shall (i) furnish the Mortgagee with evidence, reasonably satisfactory to the Mortgagee, of the Grantor's title to the Replacement Engine, (ii) cause a supplement to this Mortgage describing the Replacement Engine to be duly executed and filed for recordation pursuant to the Act, (iii) furnish the Mortgagee with such evidence of compliance with the insurance provisions of subsection 4.5 hereof with tespa,t to such Replacement Engine as the Mortgagee may reasonably request, and (iv) furnish the Mortgagee with such certificates and opinions of counsel as the Mortgagee may request in order to evidence the value, utility and operating condition of the Replacement Engine, the Grantor's title to the Replacement Engine free and clear of all Liens (other than Permitted Liens) and the subjection of the Replacement Engine to the lien and security interest of this Mortgage. Upon full compliance by the Grantor with the provisions of this subsection 4.11, the Mortgagee will deliver to the Grantor an instrument releasing the Engine with itspv‘t to which such Event of Loss occurred from the lien and security interest of this Mortgage. For all purposes of this Mortgage, each Replacement Engine shall, after being subjected to the lien and security interest hereof, be deemed an "Engine" as defined herein and shall be deemed part of the same Aircraft as was the Engine replaced thereby. 4.12 Further Assurances. The Grantor at its expense will promptly and duly execute and deliver such documents and assurances and take such action as may be necessary, or as the Mortgagee may from time to time request, in order to more effectively carry out the intent and purpose of this Mortgage, to establish, protect and perfect the rights, remedies, liens and security interests created or intended to be created in favor of the Mortgagee hereunder and to comply with the laws and regulations of the FAA and the requirements of the Cape Town Treaty with respect any International Interest of the Mortgagee with respect to the Mortgage Collateral, including the Aircraft, or the laws and regulations of any of the various states or countries in which the Mortgage Collateral, including the Aircraft is or may fly over, operate in, or become NJ 226.204.392v7 SDNY_GM_02755899 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242821 EFTA01327937 • • SDNY_GM_02755900 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242822 EFTA01327938 ci fJ NI la located in or any other applicable law, including, without limitation, the execution, delivery and tiling of UCC financing and continuation statements with respect to the security interests created hereby, registration of any International Interest of the Mortgagee with respect to the Mortgage Collateral, including the Aircraft with the International Registry, in each case in form and substance satisfactory to the Mortgagee, in such jurisdictions as the Mortgagee may reasonably request. The Grantor hereby authorizes the Mortgagee to tile any such statements without the signature of the Grantor to the extent permitted by applicable law. 4.13 Sale of Aircraft. Without the prior written consent of the Mortgagee, the Grantor shall not sell, transfer or otherwise dispose of any Mortgage Collateral, including any Aircraft or enter into any conditional sale, finance lease or any other agreement or arrangement which has the same legal etTect as a sale (regardless of whether Grantor retains title to such Aircraft), except as provided in the Loan and Security Agreement. SECTION 5 RECEIPT, DISTRIBUTION AND APPLICATION OF INCOME 5.1 Application of Proceeds and Amounts Realized On Mortgage Collateral. Whether or not an Event of Default or Default shall have occurred and be continuing hereunder and/or the Loan and Security Agreement, all payments and proceeds related to and arising from the Mortgage Collateral shall be paid to the Mortgagee and applied in accordance with the terms of the Loan and Security Agreement. SECTION 6 EVENTS OF DEFAULT AND REMEDIES 6.1 Remedies. If an Event of Default under the Loan and Security Agreement shall occur, the Mortgagee may, without notice of any kind to the Grantor, except as otherwise provided herein and to the extent permitted by law, carry out or enforce the actions or remedies provided in this Section 6 or elsewhere in this Mortgage, any applicable rights and remedies specified under the Cape Town Convention, and any rights and remedies otherwise available to a secured party under the UCC and/or the Uniform Commercial Code as in effect at the time in my applicable jurisdiction; provided, however, that such actions and remedies shall be in addition to, and not be deemed to limit, the remedies provided in any Security Document. 6.2 Possession of Mortgage Collateral. If an Event of Default under the Loan and Security Agreement shall occur and be continuing, the Mortgagee may, without notice take possession of all or any part of the Mortgage Collateral, including the Aircraft and may exclude the Grantor, and all persons claiming under the Grantor, wholly or partly therefrom. In addition, the Mortgagee shall be entitled to exercise all of their respective rights and remedies as set forth in this Mortgage, under the Loan Documents, and at law with respect to the Mortgage Collateral. At the request of the Mortgagee, the Grantor shall promptly deliver or cause to be delivered to the Mortgagee or to whomsoever the Mortgagee shall designate, at such time or times and place or places as the Mortgagee may reasonably specify, and fly or cause to be flown to such airport or airports in the continental United States as the Mortgagee may reasonably specify, without risk or expense to the Mortgagee, all or any part of the Aircraft specified by the Mortgagee. In addition, the Grantor will provide, without cost or expense to the Mortgagee, storage facilities NJ 226.294.392v7 -10- SDNY_GM_02755901 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242823 EFTA01327939 • • SDNY GM 02755902 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242824 EFTA01327940 to to 0 for the Mortgage Collateral, including any Aircraft. If the Grantor shall for any reason fail to deliver any Mortgage Collateral or any part thereof after demand by the Mortgagee, the Mortgagee may, without being responsible for loss or damage, except to the extent caused by the gross negligence or willful misconduct of the Mortgagee, (i) obtain an order from any court having jurisdiction conferring on the Mortgagee the right to immediate possession or requiring the Grantor to deliver immediate possession of all or part of such Aircraft to the Mortgagee, to the entry of which the Grantor specifically consents, or (ii) with or, to the fullest extent provided by law, without such judgment, pursue all or any part of such Mortgage Collateral, including the Aircraft wherever they may be found and enter any of the premises of or leased by the Grantor where such Mortgage Collateral, including the Aircraft may be and search for such Mortgage Collateral, including the Aircraft and take possession of and remove the same. The Grantor agrees to pay to the Mortgagee, upon demand, all expenses incurred in taking any such action; and all such expenses shall constitute Obligations and, until paid, be secured by the lien and security interest of this Mortgage and Security Documents. Upon every such taking of • possession, the Mortgagee may, from time to time, make all such reasonable expenditures for maintenance, insurance, repairs, replacements, alterations, additions and improvements to and of the Mortgage Collateral, including the Aircraft as it may deem proper. 6.3 Sale and Suits for Enforcement. (a) if an Event of Default under the Loan and Security Agreement shall occur and be continuing, the Mortgagee, with or without taking possession of the Mortgage Collateral, including the Aircraft, may (i) to the extent and in the manner permitted by law, sell at one or more sales, all or any part of the Mortgage Collateral, at public or private sale, at such place or places and at such time or times and upon such terms, including terms of credit (which may include the retention of title by the Mortgagee to the property so sold), as the Mortgagee may determine, whether or not the Mortgage Collateral shall be at the place of sale; and (ii) proceed to protect and enforce its rights under this Mortgage by suit, whether for specific performance of any covenant herein contained or in aid of the exercise of any power herein granted or for the foreclosure of this Mortgage and the sale of the Mortgage Collateral under the judgment or decree of a court of appropriate jurisdiction or for the enforcement of any other right. (b) At any public sale of an Mortgage Collateral, including the Aircraft or any part thereof by the Mortgagee pursuant to paragraph (a)(i) above, the Mortgagee may consider and accept bids requiring the extension of credit to the bidder and may determine the highest bidder at such sale, whether or not the bid of such bidder shall be solely for cash or shall require the extension of credit. (c) The Mortgagee, to the extent permitted by law, may from time to time adjourn any sale under paragraph (a)(i) above by announcement at the time and place appointed for such sale or for any adjournment thereof; and without further notice or publication, such sale be made at the time and place to which the same shall have been so adjourned. NJ 220.294.392v7 -11- SDNY_GM_02i55903 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242825 EFTA01327941 • SDNY_GM_02755904 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242826 EFTA01327942 GP 1.3 ro (4 (d) Upon the completion of any sale under paragraph (a)(i) above, full title and right of possession to the Mortgage Collateral, including the Aircraft so sold shall (subject to any retention of title by the Mortgagee as part of the terms of such sale) pass to the accepted purchaser tiwthwith upon the completion of such sale, and the Grantor shall deliver, in accordance with the instructions of the Mortgagee (including flying any Aircraft or causing the same to be flown to such airports in the continental United States as the Mortgagee may specify), such Mortgage Collateral so sold. If the Grantor shall for any reason fail to deliver such Mortgage Collateral, the Mortgagee shall have all of the rights granted by subsection 6.2 hereof. The Mortgagee is hereby irrevocably appointed the true and lawfial attorney of the Grantor, in its name and stead, to make all necessary conveyances of any Mortgage Collateral so sold. Nevertheless, if so requested by the Mortgagee or by any purchaser, the Grantor shall confine any such sale or conveyance by executing and delivering all proper instruments of conveyance or releases as may be designated in any such request. 6.4 Waiver of Appraisement, etc. The Grantor agrees, to the fullest extent that it lawfully may, that it will not (and hereby irrevocably waives its right to) at any time plead, or claim the benefit or advantage of, any appraisement, valuation, stay, extension, moratorium or redemption law now or hereafter in force, in order to prevent or hinder the enforcement of this Mortgage or the absolute sale of the Mortgage Collateral. 6.5 Remedies Cumulative. No remedy herein conferred upon the Mortgagee is intended to be exclusive of any other remedy, but every such remedy shall be cumulative and shall be in addition to every other remedy herein conferred or now or hereafter existing in law. 6.6 Application of Proceeds. If an Event of Default shall have occurred and be continuing, the proceeds of any sale, lease or other disposition of all or any part of the Mortgage Collateral pursuant to this Mortgage and all other sums realized or held by the Mortgagee under this Mortgage or any proceedings hereunder shall be applied in accordance with the terms of the Loan and Security Agreement. 6.7 Delay or Omission; Possession of Loan Certificates. (a) No delay or omission of the Mortgagee to exercise any right or remedy arising upon the happening of any Default or Event of Default shall impair any right or remedy or shall be construed to be a waiver of any such Default or Event of Default or an acquiescence therein; and every right and remedy given to the Mortgagee by this Section 6, the Loan Documents, or by applicable law may be exercised from time to time and as often as may be deemed expedient by the Mortgagee. (b) All rights of action under this Mortgage may be enforced by the Mortgagee without the possession of the Notes or any other instrument or document evidencing any obligation or the production thereof in any proceeding. 6.8 Mortgagee's Right to Perform for the Grantor. From and after the occurrence and continuance of an Event of Default, if the Grantor fails to perform or comply with any of its agreements contained herein, the Mortgagee may perform or comply with such agreement, and the amount of the reasonable out-of-pocket costs and expenses incurred in connection with the NJ 228.294.392v7 -12- SDNY_GM_02755905 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 0(1242x27 EFTA01327943 • • SDNY GM 02755906 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242828 EFTA01327944 performance of or compliance with such agreement (together with interest thereon at the Default Rate) shall be payable by the Grantor to the Mortgagee on demand and shall be secured by the lien and security interest of this Mortgage. 6.9 Deregistration. If an Event of Default under the Loan and Security Agreement shall occur and be continuing, the Mortgagee may without being responsible for loss or damage, except to the extent caused by the gross negligence or willful misconduct of the Mortgagee procure the deregistration of the registration of the Aircraft and export the Aircraft to a jurisdiction of the Mortgagee's choice pursuant to the Irrevocable De-Registration and Export Request Authorization ("IDERA") and as authorized by the Cape Town Convention. The Grantor agrees to pay to the Mortgagee, upon demand, all reasonable out-of-pocket expenses incurred in taking any such action; and all such expenses shall constitute Obligations and, until paid, be secured by the lien and security interest of this Mortgage. At the request of the Mortgagee, the Grantor will execute and deliver an IDERA to the Mortgagee to be filed with the • FAA. 6.10 Speedy Relief Remedies. If an Event of Default under the Loan and Security Agreement shall occur and be continuing, the Mortgagee may pending final determination of its claim in any court proceeding, obtain speedy relief in the form of on order providing for (i) preservation of the Mortgage Collateral and its value; (ii) possession, control or custody of the Mortgage Collateral; (iii) immobilization of the Mortgage Collateral; (iv) lease or, except where covered by sub-paragraphs (i) to (iii), management of the Mortgage Collateral and the income therefrom; and (v) sale and application of proceeds therefrom. SECTION 7 MISCELLANEOUS PROVISIONS 7.1 Amendments, etc. No amendment or waiver of any provision of this Mortgage, nor consent to any departure by the Grantor therefrom, shall in any event be effective unless the • same shall be in writing and signed by the Mortgagee and the Grantor, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. 7.2 Indemnification. The Grantor agrees (a) to pay or reimburse the Mortgagee for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Mortgage and any other documents prepared in connection herewith, and the consummation of the transactions contemplated hereby and thereby, (b) to pay or reimburse the Mortgagee for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Mortgage and any such other documents, including, without limitation, the fees and disbursements of counsel to the Mortgagee, (c) to pay, indemnify, and to hold the Mortgagee harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, that may be payable or determined to be payable in connection with the execution and delivery of; or consummation of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Mortgage and any such other documents, and (d) to pay, indemnify, and hold the Mortgagee and each Lender harmless from and against any NJ 228.294.392v7 -13- SDNY_GM_02755907 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 0(1242829 EFTA01327945 • • SDNY_GM_027559138 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242830 EFTA01327946 and all other liabilities, obligations, losses, damages, penalties, actions, judwnents, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Mortgage and any such other documents (all the foregoing, collectively, the "Indemnified Liabilities"), provided that the Grantor shall have no obligation hereunder with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of the Mortgagee. The agreements in this subsection 7.2 shall survive termination of the Loan and Security Agreement and satisfaction of any Loans issued thereunder. 7.3 Reserved. 7.4 Notices. All notices, requests and demands to or upon the respective parties hereto to be effective shall be in writing or by facsimile and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made when delivered by hand, or four (4) business days after being deposited in the United States mail, certified or registered mail postage prepaid, or one (I) business day after being deposited with an overnight courier of national reputation, or upon receipt of confirmation of successful transmission with respect to any notice or communication sent via facsimile, to the addresses set forth in the Loan and Security Agreement. 7.5 Continuing Lien and Security Interest; Transfer; Release of Mortgage Collateral- Termination of Mortgage. (a) In addition to the other Security Documents, this Mortgage shall create a continuing lien and security interest in the Mortgage Collateral and shall (i) remain in full force and effect until payment and performance in full of all of the Obligations, (ii) be binding upon the Grantor, its successors and assigns, and (iii) inure to the benefit of the Mortgagee, and its successors, transferees and assigns. (b) Upon the indefeasible payment and performance in full of all of the Obligations, the lien and security interest granted hereby and in the Security Documents shall terminate. Upon any such termination, the Mortgagee will, at the Grantor's expense, execute and deliver an appropriate instrument evidencing such termination of this Mortgage. 7.6 Governing Law. (a) THIS AGREEMENT AND THE ANCILLARY AGREEMENTS SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. (b) THE PARTIES HEREBY CONSENT AND AGREE THAT THE STATE OR FEDERAL COURTS LOCATED IN THE COUNTY OF NEW YORK, STATE OF NEW YORK SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN GRANTOR, ON THE ONE HAND, AND MORTGAGEE, ON THE OTHER HAND, PERTAINING TO THIS AGREEMENT OR TO ANY MATTER ARISING OUT OF OR RELATED TO THIS AGREEMENT; PROVIDED, NJ 224.294.392v7 -14- SDNY_GM02755909 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0024283 EFTA01327947 • • SDNY_GM_02755910 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242832 EFTA01327948 Q3 ft) Q3 c. THAT MORTGAGEE AND GRANTOR ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF THE COUNTY OF NEW YORK. STATE OF NEW YORK; AND FURTHER PROVIDED THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE MORTGAGEE FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO COLLECT THE OBLIGATIONS, TO REALIZE ON THE MORTGAGE COLLATERAL OR ANY OTHER SECURITY FOR THE OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF MORTGAGEE. THE PARTIES EXPRESSLY SUBMIT AND CONSENT IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND EACH OF THE PARTIES HEREBY WAIVES ANY OBJECTION THAT IT MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS. (c) THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, THE PARTIES HERETO WAIVE ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE BETWEEN MORTGAGEE, AND GRANTOR ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH THIS AGREEMENT, ANY ANCILLARY AGREEMENT OR THE TRANSACTIONS RELATED HERETO OR THERETO. 7.7 Severability. The invalidity of any one or more of the provisions of this Mortgage shall not affect the remaining provisions of this Mortgage should be held by any court of law, to be invalid, or should operate to render this Mortgage invalid or to impair the lien and security interest of this Mortgage on all or the major portion of the property intended to be mortgaged hereunder, this Mortgage shall be construed as if such provisions had not been contained therein. Masan of Page Intentionally Left Blank. Signature Page Follows. NJ 226,294.39W7 -15- SDNY_GM_02755911 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242833 EFTA01327949 • • SDNY_GM_02755912 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242834 EFTA01327950 La La IN WITNESS WHEREOF, the Grantor has caused this Mortgage to be duly executed and delivered as of the day and year first above written. FLIGHT OPTIONS, LIE By: Name: B ce C. Boyle Its: Chief Financial Officer Aircraft Manpo and Scattily Agratment SDNY_GM_02755913 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242835 EFTA01327951 • • SDNY GM 02755914 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242836 EFTA01327952 ra tS W 01 FO FINANCING. LLC By: H.I.G.-GPII. Inc. Its: Manager By: Name: Richard Siegel Title: General Counsel 4.-n1. .1ircratt Mortgage and Sccuray Aircement SDNY_GM_02755915 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242837 EFTA01327953 • • SDNY GM 02755916 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242838 EFTA01327954 tV Exhibit A Loan and Security Agreement Not included for purposes of confidentiality NJ 228.294.392N7 SDNY_GM_02755917 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242839 EFTA01327955 • • SDNYGMJI2755918 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242840 EFTA01327956 co co 03 Schedule 1 Aircraft: Airframes and Engines* Type Reg. Serial No. Engine Make Engine Engine Percent No. Type Serial No. Owned's** Raytheon N793TA(pending Aircraft Pratt & Whitney PCE- change to RK-244 JT15D-5 28.125% Company's N493LX) Canada JA0257*** model 400A Raytheon N793TA(pending Aircraft Pratt & Whitney PCE- 28.125% change to RK-244 J1150-5 Company— Canada JA0256*— N493LX) model 400A 'Each of which Engines is capable of 1750 lbs. or more of thrust or has 550 or more rated akeoff horsepower or the equivalent thereof. "Described on the International Registry drop down menu as RAYTHEON AIRCRAFT COMPANY. •"Described on the International Registry drop down menu as PRATT & WHITNEY CANADA model JT15D SERIES with serial numbers JA0257and JA0256. •"*Aircraft used herein references Grantor's undivided 28.125% interest in the Aircraft and Engines. C11199 .911626.1.066697.0067 SDNY_GM_02755919 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242841 EFTA01327957 I hereby certify that I have coinoared the fore- going with the origiral and it is a hue and correct copy thereof. &tat //eLs.....t VNOH11)10 ADO Vii0HY1NO OS it Lid CI 330 LOO? L8 NCI1tlH1SIC3:! liVUOUIV •V4-d H11h1 03114 SDNY_GM_02755920 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242842 EFTA01327958 DOCUMENT LEVEL ANNOTATIONS ORIG #9909 RETD M&T $15.00 12/13/2008 SDNY_GM_02755921 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242843 EFTA01327959 SONY_GM_02755922 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242544 EFTA01327960 FORM APPROVE0 OW Ns EVIDOSEE IMMO ROTES OF AufRIG DEPAATIAEPO OF TIERNSPORE411011 Massa AMMON Al•lennieree•dol Wenn ANIONAViles a AIRCRAFT PEOISMATTON APPLICATION CERT. ISSUE DATE Una WATTS REOSTIVIDKRI NURSER n LI ?OITA a AMMO, MANUFACTURER I VOGEL C. agynarcraft Capany 403A R<- 244 FOR FM USE ONLY TYPE OF RIOISTRaff omit An DAD 0 I. MOWRY O F. FOIrsoshIp O 3 03fgallco I±I 4. Gnat O S. GOAL O 8.16.41.2" O NAME OF APPUCAM perso* Owns AA Av44.44 a came* II learael Oa - eel. INE ewe ad "eel eel I 15.) Flight Options, LW 12.50% of 103% Ill (lee Attactrent d ed-e.el 6 -3-O& ) TaFPRONE RIMIER: I ) ADDRESS ronense. was Sams let Int SiSil seem RA SUR OURS ISMS SONE Call OmIs eass11 Flight Options, LW Nate fir• Nest 26180 Girt ss- iright Parbev Red Wu. PO. Eat OTY SUM DP COOS Richmond Heights Cli 44143 0 CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENT1ONI Read ths following statement WORE signing this application. This portion MUST be completed. A ION 0, esTasof Neal • al afar in no epoyston may be peace be anenret by Inc era a Tyrsonwe PIS OX10.1111. fil. SSC MI/ CERTIFICATION 0 ERIE CEnPY 0) ht le stow mecca • caved* as undone's., amen — • • Wan Veep Capella* Of Ifie WAS Scan Woe Wag bust gle• rem es ea k of CHECK ONE AS APPROPRIATE' a O A aeon Set ea — nopaillce ((cm I-81 a, Fern 1461) led I. O A tcnman Cletecon aplettal in LONG bane we •• Ian cle NNW WO sad mat a tad ad wine* undoes UMW Masa Asa or ... /14 .5 .5 FS* le leasolos • 01Ts no Mae is eel apepod tees OM Ise el te• leaps Caney: crd IN Tie bps/ •Adrof of manna 4 sudya c he tom lad eel el. SWIIVIV /...,Can OCTIII$4011, ROTE. If MECUM EN CO-aanoiship all opplic•MS mv/I agn Lls0 NNW* 14lodra:03Sry TYPE Ca PAINT NAME 861.ON SIGNATURE SIONATUNE Mt. Chief Financial Office rs:1ml €ig of Flight Options, LLC 6-3-DR h 3 ,.. WEE TITLE ONE III ,Brace le 045 A II siONATURE TITLE OM NMI Fencing R4•0 al re Cease 0 Am. Nosinson. ••• nal may Is caned aspen* rot a seen of TO dap camp Wen lent are PPM oopy of the **aeon mat be coral • Se seal (OM24:OO34O77) AC Pam 8050' 1 (SST) SDNY_GNI_O2755923 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00242.845 EFTA01327961 VI4014V1NO Ain vtiowvuo 80 6 WY h NM Mg i 113 110.11VI ISrtr SDNYGM_02755924 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA 00242846 EFTA01327962 ATTACHMENT TO AIRCRAFT aEGISTRATION APPLICATION 0.1/44 to -3-v1 Reg #: N793TA Model. Raytheon Aircraft Company 400A S/N# RK-244 Owning an undivided Name of Applicant: Interest of: Address: 1.) Southeastern Mills, Inc. 12.50% of 100% Shown on Original form hereto 2.) Samair, Inc. 6.25% of 100% Shown on Original form hereto 3.) Ascent II, LLC 3.125% of 100% Shown on Original form hereto 4.) Prime Time Associates, LLC 6.25% of 100% Shown on Original form hereto 5.) Dockery Leasing Corporation 6.25% of 100% Shown on Original form hereto 6.) RAF Real Estate Services, LLC 12.50% of 100% Shown on Original form hereto 7.) JHPH, LLC 6.25% of 100% Shown on Original form hereto B.) George H. Davis, Jr. 3.125% of 100% Shown on Original form hereto 9.) Emeril Air, LLC 6.25% of 100% Shown on Original form hereto 10.) Air Leader, Inc. 3.125% of 100% Shown on Original form hereto Wells Fargo Bank Northwest, N. A. - 11.) Trustee 6.25% of 100% Shown on Original form hereto 12.) Mountville Mills, Inc. 6.25% of 100% Shown on Original form hereto Robert L. Emery 8 Dana M. Emery - 13.) Trustees 6.25% of 100% Shown on Original form hereto 14.) Corporate Jet Partners, LLC 3.125% of 100% Shown on Original form hereto 15 ) 16 ) Signatures: Title: Date Chief Financial Officer of Flight Options. LLC Acting as Attorney-in-Fact for #1,2.3.4.5,6.7.8,9,10.11.12.13.14 6 -3-408 By signing above. the applicant agrees and stipulates (I) to the terms, conditions and centric...lion of the AC Form 8050-I Aircraft Registration Application, to which this page is attached (the "Application"). (II) that all of the information set forth on the Application is true and correct as of this date, and (III) the Application may be executed by the co-owners by executing separate counterpart signature pages. each of which when so executed and delivered Shall be an original, but all such counterpads Shall together constitute but one and the same application. SDNY_GM_02755925 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA _00242847 EFTA01327963 111,10HV180 All3 11!4e;r4 1Y" 90 6 WU h NM B002 Le tiOUVIISIC7: ' 11 V i r' SDNYGivi02755926 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242848 EFTA01327964 FORM APPROVED OMB NO 2120-0042 S OA UNITED STATES OF AMERICA U. S DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION min.L.rimr I !JILL LI OFAL-C FOR AND IN CONSIDERATION OF $1.00 ovc THE ; UNDERSIGNED OWNER(S) OF THE FULL LEGAL ! AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CRIBED AS FOLLOWS: UNITED STATES REGISTRATION 3. 1 NUMBER N793TA AIRCRAFT MANUFACTURER 8 MODEL RAYTHEON AIRCRAFT COMPANY 400A , AIRCRAFT SERIAL NO. c RK-244 DOES THIS 3 F4I DAY OrSuoe, 2008 . HEREBY SELL, GRANT, TRANSFER AND ? DELIVER ALL RIGHTS, TITLE, AND INTERESTS Do Not Mae In This Block IN AND TO SUCH AIRCRAFT UNTO: FOR FAA USE ONLY NAME AND ADDRESS (IF INDIVIDUAL (5). GIVE LAST NAME, FIRST NAME. AND MIDDLE INITIAL.) PURCHASER FLIGHT OPTIONS, LLC 6.25% OF 100% 26180 CURTISS-WRIGHT PARKWAY RICHMOND HTS., OH 44143 $ (It IT.f i 4 TO: DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS S OF TiadE, 2008. NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPED OR PRINTED) (IN INK) (IF EXECUTED FOR (TYPED OR PRINTED) CO-OWNERSHIP. ALL MUST SELLER N.) ROBERT KETTLER CHIEF FINANCIAL OFFICER BRUC YLE OF FLIGHT OPTIONS. LLC ACTING AS ATTORNEY- IN-FACT FOR ROBERT KETTLER LACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FM RECORDING: HOWEVER, MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY & THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition SONY_GM_02755927 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242849 EFTA01327965 VHOFIV1710 Ail:) V";',;(71y. GO 6 UU h Ni SDNY_GM_02755928 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242850 EFTA01327966 FORM APPROVED O OMB NO 2120-0042 UNITED STATESOF AMERICA O OFIRANSPORTATIIIN 8.818VATMENI FIDERAI AVIATION ADMINISTRATION u A AIRCRAFT BILL OF SALE FORANDIN CONSIDERATIONOF$1.00ovc THE UNDERSIGNED 0 AND BENEFICIALOWNER TITLE(OF S) THE OFTHE FULLLEGAL AIRCRAFTDES-. Et z CRIBEDAS FOLLOWS: II z UNITEDSTATES REGISTRATION 0 0 NUMBERN 793TA a AIRCRAFTMANUFACTURER &MODEL RAYTHEONAIRCRAFTCOMPANY400A AIRCRAFTSERIALNO. RK-244 "Ig DOES THISerm HEREBY DAY SELL. OFMAY, GRANT. 2008 AND TRANSFER INDELIVER ANDTOALL RIGHTS, SUCH TITLE,UNTO: AIRCRAFT ANDINTERESTS Do Not Wm In This Bina FOR FAA USE ONLY NAMEANDADDRESS (IF INDIVIDUAL (S). GIVE LAST NAME. FIRST NAME. AND MIDDLE INITIAL) WELLS <w NOT IN FARGO ITS BANKNORTHWEST, INDIVIDUAL CAPACITY N.A.- 6.25%OF100% ru OWNER TRUSTEEOFTRUST BUT SOLELY AS AGREEMENTDATEDJUNE25,1999 cc 26180 CURTISS-WRIGHT PARKWAY DcL RICHMOND HEIGHTS,O1-I 44143 DEALERCERTIFICATE NUMBER AND TO ITS SINGULARLY EXECUTORS, THESAID ADMINISTRATORS, AIRCRAFT AND FOREVER, ANDASSIGNSTOTHE WARRANTS HAVEANDTHEREOF. TITLE TOHOLD IN TESTIMONYWHEREOFIHAVESETMYHANDANDSEALTHISAT" DAYOFMAY, 2008. NAME(S) OFSELLER SIGNATURE (TYPED OR PRINTED) (S) TITLE (IN INK) (IF EXECUTED FOR (TYPED OR PRINTED) ILI Ce _I FLIGHTOPTIONS,LLC CO•OWNEIZ.ALL CHIEFFINANCIAL ST SIGN.) -II 111 V) KI[RUC7 LE OFFICER ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HO..... BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TOFAA ACForm8050-2(9/92) (NSN0052-00-629-0003 ) SupersedesPreviousEdition SDNY_GM_02755929 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0024285 I EFTA01327967 7:1&:Cri;i0 A113. V::Aiti121) OS I IM 12 AR; 80C2 • SDNY_GM_02755930 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242852 EFTA01327968 FORM APPROVED OMB NO 2120-0042 UNITED STATES OF AMERICA A O IL t. WiPARTMENT OF TRANSPONTIUMN FEDERAL AVIATION ADMINISTRAIION O AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE 0 UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CRIBED AS FOLLOWS: . UNITED STATES REGISTRATION NUMBER N 793TA aa AIRCRAFT MANUFACTURER & MODEL zT.; RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS gr DAY OF MAY, 2008 HEREBY SELL. GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS Do Not In Tots Bloch T IN AND TO SUCH AIRCRAFT UNTO: FOR FAA USE ONLY D NAME AND ADDRESS (IF INDIVIDUAL IS). GIVE LAST NAME. FIRST NAME, AND MIDDLE INITIAL.) PURCHASER MOUNTVILLE MILLS, INC. 6.25%OF 100% 26180 CURTISS-WRIGHT PARKWAY RICHMOND HEIGHTS, OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 27" DAY OF MAY, 2008. NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPED OR PRINTED) (IN INK) (IF EXECUTED FOR (TYPED OR PRINTED) CO OWNERS T SIGN.) SELLER FLIGHT OPTIONS, LLC CHIEF FINANCIAL BRU B LE OFFICER ACKNOWLEDGEMENT (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 SDNY_GM_02755931 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242853 EFTA01327969 r:r.f...) A.V.3 Os I ILI L2 hal 8052 • '131rkl SDNY_GM_02755932 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242854 EFTA01327970 FORM APPROVED OMB NO 2120-0042 UNITED STATES OF AMERICA ILL Of/MBABITIf IRAMMITATTON FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N 793TA AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS c2ITH DAY OF MAY, 2008 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS Do Not Wrde In TOis IN AND TO SUCH AIRCRAFT UNTO: FOR FAA USE ONLY NAME AND ADDRESS (IF INDIVIDUAL (5), GIVE LAST NAME, FIRST NAME. AND MIDDLE INITIAL.) CL LL1 ROBERT L. EMERY & DANA M. EMERY - 6.25% OF 100% in < TRUSTEES OF THE ROBERT L. AND DANA M. 1 EMERY FAMILY TRUST AGREEMENT DATED JUNE 22, 1998 (.) re 26180 CURTISS-WRIGHT PARKWAY a. HEIGHTS, OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 77" DAY OF MAY, _2008. NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPED OR PRINTED) (IN INK) (IF EXECUTED FOR (TYPED OR PRINTED) CO-OWNER ALL ST SIGN.) CL al FLIGHT OPTIONS, LLC CHIEF FINANCIAL _J _I LL1 . BRU E YLE OFFICER in ACKNOWLEDGEMENT (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 SDNY_GM_02755933 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242855 EFTA01327971 A113 :;wfiVl;l0 OS I !Lid 12 AN 802 •••J • SDNY_GM_02755934 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242856 EFTA01327972 FORM APPROVED OMB NO 2120-0O42 8 UNITED STATES OF AMERICA OWARRAINT OF TRANSPORTATION ITDDIAl AVIATION ADMINISTRATION O AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL 2 AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CRIBED AS FOLLOWS: UNITED STATES REGISTRATION a NUMBER N 793TA AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS dr DAY OF MAY, 2008 8 HEREBY SELL, GRANT, TRANSFER AND ) DELIVER ALL RIGHTS, TITLE, AND INTERESTS Do Not Write In The Block IN AND TO SUCH AIRCRAFT UNTO: FOR FM USE ONLY T y NAME AND ADDRESS (IF INDIVIDUAL (S). GIVE LAST NAME. FIRST NAME AND MIDDLE INITIAL ) PURCHASER CORPORATE JET PARTNERS, LLC 3.125% OF 100% 26180 CURTISS-WRIGHT PARKWAY RICHMOND HEIGHTS, OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS WI" DAY OF MAY, 2008. NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPED OR PRINTED) (IN INK) (IF EXECUTED FOR (TYPED OR PRINTED) CO-OWNERS MUST SIGN) SELLER FLIGHT OPTIONS, LLC CHIEF FINANCIAL BRUC B LE OFFICER ACKNOWLEDGEMENT (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 SONY_GM_O2755935 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242857 EFTA01327973 ADO ',';:CIIT:10 1 14i 12 dill . •" %!:, • •- 1.111/8::ZI.: SDNY_GM_02755936 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242858 EFTA01327974 FORM APPROVED OMB NO. 2120.0042 UNITED STATES OF AMERICA T.; ILL leMIIMIIIf MMIIMITAIMIIBMAWN ADIMMIIIRATION AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF 81.00 ow THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CRIBED AS FOLLOWS: . UNITED STATES REGISTRATION NUMBER N793TA AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. FtIC-244 DOES THIS 6Th DAY OF DEC., 2007 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS Oo Not Write In Tilts Block IN AND TO SUCH AIRCRAFT UNTO: F OR FAA USE ONLY NAME AND ADDRESS (IF INDIVIDUAL (5). GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL.) PURCHASER FLIGHT OPTIONS, LLC 6.25%OF 100% 26180 CURTISS-WRIGHT PARKWAY RICHMOND HTS., OH 44143 WOO 12/12J2D07 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 6 OF DEC., 2007. NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPED OR PRINTED) (IN INK) (IF EXECUTED FOR (TYPED OR PRINTED) CO-OWNERSHIP. ALL MUST SELLER BUDCO HOLDINGS, LLC CHIEF FINANCIAL OFFICER • BRUC BOYLE OF FLIGHT OrFIONS, LLC • ACTING AS ATTORNEY- 1N-FACT FOR BUDCO HOLDINGS, LLC ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FM 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 SONY_GM_02755937 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242859 EFTA01327975 • • V WOHVINO A_") v...nHviN0 zI ZI Ltd Z1 330 LO. 137 21 :.117 V3 H.LIM C13113 SDNY_GM_02755938 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242860 EFTA01327976 FON. HIPRIPAID Ns. 2.204200 MUTED STATES CC AMERCA DEPARTMENT OF TWASPORTATION Peat — ACCOSTItracpcx• DSOKKET AliKasWress. CORM AIRCRAFT PEOISTRAIICN APPUCATTIFI CERT. ISSUE DATE wrap erns al recarrovacei maw J Ig3TA a AIRCRAFT IWITIFAGTURER It COO. 0 Asi therm Aircraft MEM It Oroany 400A Illi- 244 FOR FM USE MY net a IINOISIR/0101. (Chia a bas/ 0 T. MOIRES ID 2 PIFOISISISO ID 3. COROMEOn 04. ODOsTet GEL 011. 0 IL 5',1, 8 HAKE OF APPUCANT (PersoNsI dart ce. Kano of oanp•MANIalduil. EIHD MN rent Inil Kept eV iKTIO• IS) 16.) night Options, 1LC 6.3% of 100% • See Attachment ota i ka 5-.).-7-0.0 TILIEPHITHE MASER ( ) ACOAESS (lintel maSsa P.m sot On ty ir MR said. WISPS shims suss Oa a Os, I 26180 Curtiss - Wight Parkway Rusts S6 ...a Ekes foam PO &a CITY STATE DP CODE Richroncl Heights OH 44143 0 CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Reed Me following statement before signing this application. Yids po.ton fAUST b• completed. A We a deprosi ve AK Quenon en appicalon may Or wow*. bt pawww,I Cr IAA sU a KIPFACFKKFF (US Coat Kam it Sce KO, I CERTIFICATION • ME CERTIFY (I) fl it Te SAO inn • area by to utdetlElned *PINK ale a a atm sacra csawaftno a eis OHS Sams PP flans Past Om now of nay 1 or CHECK ONE AS APIPROPIIIIATE A O A Amsere yet Ain Mr Ages. (Tr IASI at Fenn I-SSN No Is ID A noncesna coeparsAK, ininia0 A'd [Iona batten vide. Ms an a (ICS Vol HS wen* is tees aro Graph PAH EH LAPP, SHAH RvccO• 1,9 4 Pon an paned* tor . ... a Po Masa is raffiaiirloaa telOce no Inn a any ton , oxe,try ilD3 11•1 pi Thal INKS Nano' a oAnsrshp a ert.Ktei (A Nu DKr Sad Am DA Nora ...mica Admre.rinon NOTE: II sisCIAIKI IX 0Danersho all applicants rat Don Use Novena Weil necessary TYPE OR PRDIT NAME OF -LOW SIGNATURE nu Unet financial Officanal fig of Flight Option, U.0 6-X-sag, is I 1111E DATE Boy e III illa‘ TITLE OME I g wawa NOTE RMS. PIS O To CMORIO OI MOAK P , to woe, Pas IA opsalap0 a • pales nip a maps al $0 dm. Caro Ate Iron PINK °meets sOCKca1ca ADO a end K to coat P C Re Cd03) ICOSPOREIHKOD SDNY_GM_02755939 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00242861 EFTA01327977 SDNY_GM_02755940 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA 00242862 EFTA01327978 ATTACHMENT TO AIRCRAFT REGISTRATION APPLICATION Ciebitet 5'-.0-1-0 Reg rt. N793TA Model: Raytheon Aircraft Company 400A SIN#: RK-244 Owning an undivided Name of Applicant: Interest of: Address: 1.) Southeastern Mills, Inc. 12.50% of 100% Shown on Original form hereto 2.) Robert Kettler 6.25% of 100% Shown on Original form hereto 3.) Samair, Inc. 6.25% of 100% Shown on Original form hereto 4.) Ascent II, LLC 3.125% of 100% Shown on Original form hereto 5.) Prime Time Associates, LLC 6.25% of 100% Shown on Original form hereto 6.) Dockery Leasing Corporation 6.25% of 100% Shown on Original form hereto 7.) RAF Real Estate Services, LLC 12.50% of 100% Shown on Original form hereto 8.) JHPH, LLC 6.25% of 100% Shown on Original form hereto 9.) George H. Davis, Jr. 3.125% of 100% Shown on Original form hereto 10.) Emeril Air, LLC 6.25% of 100% Shown on Original form hereto 11.) Air Leader, Inc. 3.125% of 100% Shown on Original form hereto Wells Fargo Bank Northwest, N. A. - 12.) Trustee 6.25% of 100% Shown on Original form hereto 13.) Mountville Mills, Inc. 6.25% of 100% Shown on Original form hereto Robert L. Emery & Dana M. Emery - 14.) Trustees 6.25% of 100% Shown on Original form hereto 15.) Corporate Jet Partners, LLC 3.125% of 100% Shown on Original form hereto 16.) Signatures: Title: Date: Chief Financial Officer of Flight Options. LLC Acting as Attorney-in-Fact for #1.2.3.4,5,6,7,8,9,10,11,12,13,14,15 By signing above. the applicant agrees and stipulates (0 to the terms. conditions and certification o4 the AC Form 8050-1 Aircraft Registration Application. to which this page is attached (the "Application"). (II) that all of the information set forth on the Application is true and cutrecl as of dos date. and (Ill) the Application may be executed by the co-owners by executing separate counterpart signature pages. each of which when so executed and delivered shall be an ongwal, but all such counterparts shall together constitute but one and the same application. SDNY_GM_02755941 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242863 EFTA01327979 A110 v•:wiriyo OS I&d L2 AYILI NO? • a 11,A ; • SDNY_GM_02755942 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242864 EFTA01327980 D 3 80 4 4) 0 • LOAN 0 (For use on deals drawn under the September 1, 2003, Agreement) 0 FAA RELEASE o 3 0 0 Raytheon Aircraft Company Model 4OOA 0zi Manufacturer's Serial No. RK-244 8 Registration No. N793TA aa Engine Make and Model Pratt& WO tney 3T191-5 e c Engine Serial Nos. rev- tAO257 & PCF-JA0256 2. Propeller Make and Model N/A N Propeller Serial Nos. N/A 0 The undersigned, assignee of the interest of Raytheon Aircraft Credit Corporation, Secured ri Party under the Security Agreement dated Sepramhpr 95 2001 with 8 Robert Ket tler as Debtor, recorded by the Federal a 3 Aviation Administration on November 27 ,2001 , as Conveyance No. 600025B* ,which ii Security Agreement was assigned to the undersigned pursuant to the FAA Assignment dated as of September 22 2003 recorded by the FAA on September 29. 900; as Conveyance No. 8067973 hereby releases all of its interest in the collateral covered by said Security Agreement. Dated this 2 day of June 2008 BANK OF AMERICA, NATIONAL ASSOCIATION AS ADMINISTRATIVE AGENT athleen M. Carry, Vice resident BA0175 The undersigned assignors hereby release all of their interest, if any, in the collateral covered by the Security Agreement described above. Dated this 3 day of June 2008, Raytheon Aircraft Raytheon Aircraft General Aviation Receivables Co ration Credit Coloration Receivables Corporation By: By: By: Name: Jen ifer M. WentzelName.Jennifer M. WentzelName. ennifer M. Went 7P1 Title: Contracts Manager Title: Contracts Manager Title: Contracts Manager • This Release shall consist of this one page only, with no schedules, appendices or similar attachments attached hereto. *and FM Assignments dated September 25, 2001, recorded November 27, 2001, as Cony. No., G000258 with assignment from Raytheon Aircraft Credit Corporation to Raytheon Aircraft Receivables Corporation ("RARC") and from RARC to Bank of Asiatics, National Association, AMA GA LOAN RELIASEDOC as Administrative Agent. SDNY_GM_02755943 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242865 EFTA01327981 V44011V1NO A A10 'P!"!1:1;'0 80 6 al h NOr 9O SDNY_GM_02755944 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242866 EFTA01327982 DOCUMENT LEVEL ANNOTATIONS SEE RECORDED CONVEYANCE G000258 ET AL DOC ID C013 PG 1 SDNY_GM_02755945 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242867 EFTA01327983 SONY_GM_02755946 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 0024286% EFTA01327984 FORS MIAOW) in a UNITED STATES OF AMERICA DEPARTTAFJO OF TRNISPOR01110/1 SACO AllailanIATX•failalICONOOT AMIONIVICAL On af Cel NM 4044,081 AIRCRAFT REOISTRATOR MTUCAT1014 CERT. ISSUE Da ') WOW STATES REOMIRATION MAW II 793TA AIRCRAFT IMMUFACTURER S YO U. z Raytheon Aircraft AIRCRAFT SEWN. Ma (many 4COA L - 244 TYPE CF REGISTRATION (0•40. Oil >A FOR FM USE ONLY 8 0 I- IMMCIIIS 0 2. Pars* 0 1 Commen K 4. CoawniF 0 s. Govt 0 it" ,•fremna Riot options, MIME COPFUCANT Wwwda) ettam Amehnoi a 12.i LLC II reedus. pa he ea 29.1252 of 1008 WI AN*. ens 'intkii• MS I 0 €ee Attachent rimed ialtalo) THENCE TAIIIIEJt I ) Kan) (ilmmial Fain WAR I. IIIIMpirlteltff CI Er Lad. physical somas mum mo t• Win, 2619D 0 :Kiss - Wright Parioey m.ve.• end Mut Rfool Rona Po Om aTan zip GOO€ CITY RiChTOrld Heights Of 44143 o CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTIONI And the following staternent before signing this application. This portion MUST be completed. A WOO a 402~ Polo, * a any 0401con Ina fookaion ray Oft ovaxis Of protoore by roe aof cf. MP oo on MS CO*. TOO IS ScO WI) CERTIFICATION • AYE CERTFY II) TTIF MT •••••••••• • Pond 90 •• taleAres appitait aro • • alai leasiTS 1000000,90 noun, tore Wall Telln• NS. Iv• Nom TA WON , e• 04WIC ORE AS AMMONIATE a CI A otokbyfA OW. ugh Idol Apillf9.2. Crean I.151 a Acerb bbl) No b 0 ANA-own cane operand atd tiona banes wow re loos cI (MOM Oa ad mini...tad are moo, owl a the was swam Ascot IV ou .n ...Oa:4o to toPICIon a _ 121 nig Om NOS 4 POI 00000•0 sp1091 the WO a aro WOO, catty re OI Thal IFS ••denc• a emlonho anactoo a sir been Nee .th to I tan AmiPro, *Coe. onion NOTE: E macaw b as-averse* ash asplCanIs matt sign Use royale side a reonsary TYPE OR MINT NAME BELOW SIGNATURE SIGNATURE RTE Chief f herdal Orticerom of Flight Options, Lit Wita.l01 l i 1 1 g 1TRE OATS il Bruce. Boyle kla- E sOMnfl i NOTE -'Sc 190992 01 - 09. 909912 a Am*. /490109109‘ 20 ORM my to epee, b • Wad na e• O(AStd 90 or, don, ••••• ism To PEE aypT a 019 10011921ot mmt•ailmunmnicall. AC tom 10504 15/03) (0052.00-6284007) SDNY_GM_02755947 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00242869 EFTA01327985 • VI.10HV1M0 A110 :0014V1k0 ZI ZI Wd ZT f30 LO. nS'03 1.1V V VA H.LIM 03113 SONY_GM_02755948 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00242870 EFTA01327986 iJ 41 ATTACHMENT TO AIRCRAFT REGISTRATION ea APPLICATION (alia/07 Reg /I: N793TA Model: Raytheon Aircraft Company 400A Sthltk RK-244 Owning an undivided Name of Applicant: Interest of: Address: 1.) Southeastern Mills, Inc. 12.50% of 100% Shown on Original form hereto 2.) Robert Kettler 6.25% of 100% Shown on Original form hereto 3.) Samair, Inc. 6.25% of 100% Shown on Original form hereto 4.) Ascent II, LLC 3.125% of 100% Shown on Original form hereto 5.) Prime Time Associates, LLC 6.25% of 100% Shown on Original form hereto 6.) Dockery Leasing Corporation 6.25% of 100% Shown on Original form hereto RAF Real Estate Services. LLC 12.50% of 100% Shown on Original form hereto JHPH, LLC 6.25% of 100% Shown on Original form hereto George H. Davis, Jr. 3.125% of 100% Shown on Original form hereto Emeril Air. LLC 6.25% of 100% Shown on Original form hereto Air Leader, Inc. 3.125% of 100% Shown on Original form hereto Signatures: Title: Dale: Chief Financial Officer of Right Options. LLC Acting as Attorney-in-Fact for #1.2.3.4.5.6.7.8.9.10.11 lahato By signing above. the applcant agrees and stipulates (I) to the terms. conditions and certification of the AC Form 8050.1 Aircraft Registration Application, to which this page is attached (the 'Applcation*). (II) that all of the information set forth on the APP/Callen is true end curred as of Ives dale, and (1B) the Application may be executed by the cisouners by executrg separate counterpart signature pages. each of which )(Awn so executed and delivered shall be an original. but ae sijch CounktrPail$ Shall together constitute but one and the same applicaben SDNY_GM_02755949 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0024287 I EFTA01327987 • • VHOWI1NO ZI ZI ZI 311LO. . ..„,q03 c.3:Q03r4 Y tiiiirk SDNY_GM_02755950 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242872 EFTA01327988 CERTIFIED COPY TO BE REcnRnFo By FAA 5 '4 FAA RELEASE {72 z o a Raytheon Aircraft Credit Corporation (the "Secured Party") as secured .2 a a -,) party under the Security Agreements described and defined on Exhibit A attached hereto, z a hereby releases from the terms of the Security Agreements all of its right, title and interest 3 as a in and to the collateral described in the Security Agreements. Dated this s21 day of March, 2008. 9 RAYTHEON AIRCRAFT CREDIT CORPORATION By: Name: Title: _7)nnisran4 /gnat.< I herebycmify S I hve compared this the otiginel ad it is a mead ems copy document with Scot e-4-4-0.2( SDNY_GM_02755951 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0024.2873 EFTA01327989 VHOHVlW0 A113 V140W11)10 33 I Lid I HAIM al: ROIL: tiSICH tf 3 HAIM &3113 ,:non : ' •—• •••• .• 4 • :tier SDNY_GM_02755952 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242874 EFTA01327990 EXHIBIT A Security Agreements Supplemental Aircraft Inventory Security Agreement dated as of Junc 13, 2003, between Raytheon Aircraft Credit Corporation ("RACC"), as secured party, and Flight Options, LLC ("FOLLC"), as debtor (with the Amended and Restated Aircraft Dealer Floor Plan Financing and Security Agreement dated as of June 12, 2003, between RACC and FOLLC, attached thereto), recorded by the Federal Aviation Administration (the "FAA") on July 17, 2003, as Conveyance Number S 122733; Supplemental Aircraft Inventory Security Agreement dated October 4, 2004, between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on April 7, 2005, as Conveyance No. YY039873; Supplemental Aircraft Inventory Security Agreement dated November 3, 2004, between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on April 25, 2005, as Conveyance No. YY040015. References to the above described agreements include any agreements attached thereto, incorporated by reference therein. or described therein referencing liens. encumbrances or security interests in favor of RACC. (collectively the "Security Agreements"). SDNY_GM_02755953 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242875 EFTA01327991 VH0WV1N0 A113 VHOHV1M0 Z3 t bid 11503d ir/ VE NOV/1 t";;:/ 111th‘ 0311d SDNY_GM_02755954 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242876 EFTA01327992 DOCUMENT LEVEL ANNOTATIONS ORIG #2903 RET'D M&T SEE CONVEYANCE YY039873 DOC ID C311 PG 3 N418CW SEE CONVEYANCE #YY039873 DOC ID C330 PG 5 & YY040015 DOC ID C330 PG 1 N870BB SEE CONVEYANCE YY039873 DOC ID C312 PG 11 N56FF SEE CONVEYANCE #YY039873 DOC ID C333 PG 25 N462CW SEE CONVEYANCE #YY039873 DOC ID C375 PG 5 N482RK SEE CONVEYANCE #YY039873 DOC ID C343 PG 79 & YY040015 DOC ID C343 PG 67 N787TA SEE CONVEYANCE #YY039873 DOC ID C329 PG 41 N793TA SEE CONVEYANCE #YY039873 DOC ID C344 PG 15 N805LX SEE CONVEYANCE #YY039873 DOC ID C322 PG 13 N821LX SEE CONVEYANCE #YY039873 DOC ID YY039873 DOC ID C324 PG 5 & YY040015 DOC ID C324 PG 1 N800VR SEE CONVEYANCE #YY039873 DOC ID C316 PG 1 N862CW SEE CONVYANCE #YY039873 DOC ID C330 PG 1 N21LL SEE CONVYANCE #YY039873 DOC ID C319 PG 1 N711AW SEE CONVEYANCE #YY039873 DOC ID C343 PG 7 N619TA SEE CONVEYANCE #YY039873 DOC ID C316 PG 29 N61HT SEE CONVEYANCE #YY039873 DOC ID C316 PG 27 N481CW SEE CONVEYANCE #YY040015 DOC ID C321 PG 15 N445PK SEE CONVEYANCE eYY040015 DOC ID C320 PG 1 N449LX SEE CONVEYANCE #YY040015 DOC ID C330 PG 5 N441LX SEE CONVEYANCE #YY040015 DOC ID C315 PG 1 N384EM SEE CONVEYANCE #YY040015 DOC ID C325 PG 1 N523PB SEE CONVEYANCE #YY040015 DOC ID C314 PG 37 N620RM SEE CONVEYANCE #YY040015 DOC ID C320 PG 1 SDNY_GM_02755955 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242877 EFTA01327993 SDNY_GM_02755956 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242878 EFTA01327994 00036317 CERTIFIED COPY I, TO BE RECORDED BY FAA FAA RELEASE Kivu/ANCE RECORDED VEX Dated as of November Raytheon Aircraft Credit Corporation hereby (i) releasetcrqwrihgclerrpflofithefncumbrances described and defined on Exhibit A attached hereto, all del& Het:lite an interest in and to any and all collateral described in and subject to the Encumbrarf titchdin,g0tcrOt limited to any aircraft, engines, propellers, lease agreements, spare parts (at wit§criaskpfultsappliances (at all locations)) and (ii) confirms that the Encumbrances and any lens and security interests created thereby are hereby terminated. [The remainder of this page is intentionally left blank] SEE RECORDED CONVEYANCE NUMBER Tr 0) 3144 DO= C3c3 PAGE4L AJ72300:47.2 (114:.1 Attie $1.1 Al w-T SDNY_GM_02755957 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242879 EFTA01327995 VHOHVlN0 9E II WU I, 030 LO. G3lid SDNY_GM_02755958 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242880 EFTA01327996 This FAA Release was executed as of the date noted above. RAYTHEON AIRCRAFT CREDIT CORPORnTION By: 04 Name: P4V/O 4. WiLZ-1/1/13 Title: Vi - Co V A/JCL— A/72300147 2 SDNY_GM_02755959 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 0024288! EFTA01327997 Y SDNY GM 02755960 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242882 EFTA01327998 EXHIBIT A ENCUMBRANCES (collectively the "Encumbrances") 1. Supplemental Aircraft Inventory Security Agreement dated as of June 13, 2003 between Raytheon Aircraft Credit Corporation ("RACC"), as secured party, and Flight Options, LLC ("FOLLC"), as debtor (with the Amended and Restated Aircraft Dealer Floor Plan Financing and Security Agreement, dated as of June 12, 2003 between RACC and FOLLC, attached thereto), recorded by the FAA on July 17, 2003, as Conveyance Number SI22733, which was supplemented by the following supplements: • Supplemental Aircraft Inventory Security Agreement dated October 27, 2003 between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on November 1, 2003 and assigned Conveyance No. 00028098 • Supplemental Aircraft Inventory Security Agreement dated December 18, 2003 between RACC, as secured party, and FOLLC, as debtor; which was recorded by the FAA on March 29, 2004 and assigned Conveyance No. 8064367 • Supplemental Aircraft Inventory Security Agreement dated March 12, 2004 between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on April 30, 2004 and assigned Conveyance No. E003894 • Supplemental Aircraft Inventory Security Agreement dated April 8, 2004 between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on May 5, 2004 and assigned Conveyance No. E003915 • Supplemental Aircraft Inventory Security Agreement dated May 6, 2004 between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on June 23, 2004 and assigned Conveyance No.1075758 • Supplemental Aircraft Inventory Security Agreement dated July 1, 2004 between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on December I, 2005 and assigned Conveyance No. VV022039 • Supplemental Aircraft Inventory Security Agreement dated June 10, 2004 between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on July 2, 2004 and assigned Conveyance No. TT019008 • Supplemental Aircraft Inventory Security Agreement dated July 30, 2004 between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on September 2, 2004 and assigned Conveyance No. 11019346 • Supplemental Aircraft Inventory Security Agreement dated May 27, 2004 between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on February 4, 2005 and assigned Conveyance No. TT020384 W72300147.2 SDNY_GM_02755961 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242883 EFTA01327999 SDNY GM 02755962 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242884 EFTA01328000 • Supplemental Aircraft Inventory Security Agreement dated December 24, 2004 between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on March 3, 2005 and assigned Conveyance No. HH039232 • Supplemental Aircraft Inventory Security Agreement dated September 9, 2004 between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on April 13, 2005 and assigned Conveyance No. YY039919 2. Aircraft Inventory Security Agreement dated as of June 21, 2005 between Flight Options, LLC and Raytheon Aircraft Credit Corporation, which was recorded by the FAA on July II, 2005 and assigned Conveyance No. X149575 3. Aircraft Inventory Security Agreement dated as of September 7, 2005 between Flight Options, LLC and Raytheon Aircraft Credit Corporation, which was recorded by the FAA on October 12, 2005 and assigned Conveyance No. SS023475 A/72300147 2 SDNY_GM_02755963 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242855 EFTA01328001 hereby certify that I have compared the fore- going onffgact the nn a irtai ue alatirtil a thereof VI401O11Y0 /1! -, • ko 9£IIWI3 6 3311/0. . • .14. 0311.1 SDNY_GM_02755964 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242886 EFTA01328002 Cab APPROIED RCM Na :SOW 1.~ STATES OF AUERICA DEMATIRDIT OF TRANSPORT:411M ^- ad idea sairenesecemela aerenT AideMaur" «ma EAl AlmaArr REandnote APPUCATION ~rap emu ki CERTXSUEDATE REOSSTRATON NURSER n 793TA . ARMS MANUFACTIIRER a ACM Raytheon Aircraft Caniany 4004 AIRCRAFT NNW Ne. PK-244 Vataint a TYPE OF REOISTR411014 (Odd be NO O t Mold O E. PIRmaNO Ell Colonial d a. Cobbs Ds. aln, ID 13N""" NAME OF ~IT Ss« dean Ort odder.» d mama I 1040141. pm IS bed. fret an ad SS ~I 13.) Flight Options, LIC 21.875% of 100% DC See Attachicht 441.4cci ?)/Ct(C7.) ~HONE MAIIIER. I ) ADOMES tenirent peg ~ow b r t 6m0 Wile met biled•ddn« antle•O be ow.) Mad 44 Set 26180 Curtiss-W-15ft Parkway bed Ilea PO. Sou CITY STME If MOE Richrond Heights al 44143 0 CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Red the following stetuansM Odom signing Ws application. TN* pardon MUST In complabd. A Add a Cedb,~ need lo we beelb weFes appluelen nee be S eds tot bedded a be end ra inbeammen NS. Odd Tle O. Sec. WOO. • CERTIFICATION IMF CERTIFY stew ebb 4 oboe ey to tronebe Adeteed be • • Man ~lb depenkne) 0) dTedeaOmWeed ~ea der bana Duel gke ea ot Aube I er CRUX ORE AS APPROPRIATE a.CI A ~Se Rim, at den abeinion (Fob IASI es Fob 1461) Id 0 O A ronder oceporelion abided one dung 0.~«• ~IN WOO Selei MO SI SIS SO end Seely Sid 0 OW UNI•0 SS= ~Wt.& are Mlle a ~di ICI IIIINCIPM WI co its OM ~et le MI MOWS ~I IN Ms of ay Iccer money: ad (3) its leed 44~ d ~ebb 4 Sri co Ma been Red oh re ~RS Mad Aelbeelneon NOTE: II SOS lot ~SS all elbbenb mud sign UM rebree S. It nary. TYPE OR PRINT MAW BELOW SIGNATURE TM.E Vice President, Sec. 889 gg of Flight Options, LIC 15.1 (71/ b s nparani frO t TITLE iii Bruce Boyle TITLE DATE i Ill srlann NOTE Peed% ~der Cate. d Mad Ibbodon we bad ere be deeded tee a peetel tot 4 ~SW (11.0. MPS IMINCA time be Pad ap at Vie Ogaden bid te 01~ bee Sat AC Form 9)50-1 ($/03) (0220:112.40:9 SDNY_GM_02755965 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA 00242887 EFTA01328003 . .erg 3 giA a VHOHnyo Alia rkiournic rS a luti 6 Mils? HS Nouvyisio3u Vrd taim.a3;-1:08iv SONY_GM_02755966 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00242888 EFTA01328004 ATTACHMENT TO AIRCRAFT FEGISTRATIT APPLICATION 9107 ofricci 3 Reg #: N793TA Model: Raytheon Aircraft Company 400A VW: RK-244 Owning an undivided Name of Applicant: Interest of: Address: 1.) Southeastern Mills. Inc. 12.50% of 100% Shown on Original form hereto 2.) Robert Kettler 6.25% of 100% Shown on Original form hereto 3.) Samair, Inc. 6.25% of 100% Shown on Original form hereto 4.) Ascent II, LLC 3.125% of 100% Shown on Original form hereto 5.) Prime Time Associates. LLC 6.25% of 100% Shown on Original form hereto 6.) Dockery Leasing Corporation 6.25% of 100% Shown on Original form hereto lak RAF Real Estate Services. LLC 12.50% of 100% Shown on Original form hereto IMF JHPH, LLC 6.25% of 100% Shown on Original form hereto 9.) George H. Davis, Jr. 3.125% of 100% Shown on Original form hereto 10.) Emeril Air, LLC 6.25% of 100% Shown on Original form hereto 11.) Air Leader, Inc. 3.125% of 100% Shown on Original form hereto 12.) BudCo Holdings. LLC 6.25% of 100% Shown on Original form hereto 13) 14 ) Signatures: Title: Date: Vice President. Sec 8, CFO of Flight Options. tic Acting as Attorney-in-Fact for #1.2,3,4.5.6.7.8,9,10.11.12 By .1tX)VI • Inc appacani agrees and stipulates (I) to the terms, condtions and certification of the AC Form 8050-I Arendt Ftegmlration Apthmation. 1O which this page es attached (Ihe 'Application') (II) that all of the inlormat ion set forth on the Application is true and currect as of Ihis dale. and (III) the Applecaton may be executed by the comymers by execulng separate counterpart signature pages, each of which when so executed and delivered shall be an capital. but all such counterparts shall together CCOSIIIIIIe but one and the same application. SDNY_GM_02755967 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242889 EFTA01328005 • • 4.213 vmo ts tm as NolA 6 ell, itd Hl s w 1001 PM 11931 v, 037, 4 °JO', t SDNY GM 02755968 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242890 EFTA01328006 MOM APVI024) Sui M.2•20.4:062 IMMO SUMS OF AMERICA OIPARTIAOR a MANSPORTATION Mac AWOKE MilforramOMMI OIONOMM AMICOMMOL OEM LA FATCHAFT RCOSTROMON APPLISSICV4 • CERT ISSUE DATE REGIST " :101 . nr I h INSA Pi ntrA i MCCAW IAVILIFACIURER A MOM Raytheon Aircraft Carpany 400A ' TA"". IiKT G t-b FOR FAA USE ONLY TYPE OF REGISTIACKIN Oa Call UN 0 I. MINERS O 2. PENREEINP O 3 COPEOMMI Sei. COMM? 0 S. Govt. 0 a 110,01•0 WYE OF AFFUCANT (grocr0I down cei 'ea at teas I awatisal OR by mfm. EK nom cat Ras .ill 12.) Flight Options, LW 28.1258 of 1001 • I See Attachnent cia-teJ aisles) mace NUIMER I I all rabbi. Meng .ns Ifs itiffOrertiet0. .ply mat POMO bomb OW IOW tO 0,00%) UM. W. Neve ONT 26180 Curtiss-Wig* Partway Reel Ream PO. Sec are awl EP MOE • itidwaid Heights OH 44143 CI CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS--I ATTENT1ONI Read the following *Ailment before signing this application. MN portion MUST be completed. At ce envoi afar to we Cowan e ow co °fni nog be gecf.,,if fO- 0.,....9-..., 0,•,o o-. .., r.9. ...o-o CUE Cob, TM It Sc MOH 0 CERTIFICATION (II Tor 94 fibrof Mao fl Ford I, es fallobrld applorl Mr r 4 atm. leckainj onagers) N UMW Slaw Vat ran MK . Ism at Imre I. co CHECK ONE AS APPROPRPATE • 0 A fomicre Min. orrf ein babraion ficom OM co From I -561I lb. .. • 0 A fbocilfroff COMfalka orpranat ad ewe - ardor IS load HUM we ma amyl of adds, eV Newry teener IASd Saw Rowse a INN haws we meats br MPFOIM at (2) TM Coo 'wenn to rot miaow Ana ee awn al se Asir eX"rt: rat CE Tom Mir reincr 94 orrery r allachoe co lee boor tied wet dr Nderto *omen Adirellell101 NOTE: ll trawled lot COO•Tien/NO all memos mug sir use reverse seteenaColaary TYPE OR PRINT MARE BELOW SIGNATURE ITTIE Vice President, Sec. 83 11 of Flight Options, LW 5/0-1 % 1 Bruce ip ,41c). I • SIGNATURE TIRE ONE NOTE Peep nos al Se Centlaat at Moan Raalarsice. S. amyl mo be coward Ion Mrs MI r roOolo of 90 don chore wee MM PO PINK cege al tm onion me OS coven • Fr Matt AC FM SX0.1 ISO) (0352404E81007) SDNY_GM_02755969 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00242891 EFTA01328007 VH0HY1N0 All0 VH0W9O10 St T ltld S ANW Lea Itl.t.011O1.1S1038 VVA HUM 03113 SDNY_GM_02755970 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA 00242892 EFTA01328008 r Ia C.4 ATTACHMENT TO AIRCRAFT REGISTRATION LA ' APPLICATION kaczt 3/5tb r i 0 Reg #: N793TA Model: Raytheon Aircraft Company 400A SINK RK-244 Owning an undivided Name of Applicant: Interest of: Address: 1.) Southeastern Mills, Inc. 12.50% of 100% Shown on Original form hereto 2.) Robert Kettler 6.25% of 100% Shown on Original form hereto 3.) Samair, Inc. 6.25% of 100% Shown on Original form hereto 4.) Ascent II, LLC 3.125% of 100% Shown on Original form hereto 5.) Prime Time Associates, LLC 6.25% of 100% Shown on Original form hereto 6.) Dockery Leasing Corporation 6.25% of 100% Shown on Original form hereto RAF Real Estate Services, LLC 12.50% of 100% Shown on Original form hereto JHPH, LLC 6.25% of 100% Shown on Original form hereto George H. Davis, Jr. 3.125% of 100% Shown on Original form hereto Emeril Air, LLC 6.25% of 100% Shown on Original form hereto Air Leader, Inc. 3.125% of 100% Shown on Original form hereto Signatures: Title: Date: Vice President. Sec S CFO • of Flight Options. LLC Acting as Attorney-in-Fact for ft1,2,3.4,5.6.7.8.9,10.11 315k-7 By signing above. the applicant agrees and stipulates Mb, the terms. conditions and r.endication of the AC Form 80504 Axaall Registration Application. to which this page is attached (the 'Applocabon"). (Ill that at of the information set forth on the Application is true and correct as of this date. and (III) the Application may be executed by the co-owners by executing separate couneepart signature pages. each of **KA when so executed and delivered shot be an enrol. but all such counterparts shall together constitute but one and the same application. SDNY_GM_02755971 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242893 EFTA01328009 • • ViI0HV1U0 X1110 Vil0H41NO BC I Lid S BBW 1002 NOIAMISI036 11;1424R' VVA HAIM SDNY_GM_02755972 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242894 EFTA01328010 CD CD ha• U.S. Department Flight Standards Service P.O. Box 25304 of Transportation Aircraft Registration Branch. Oklahoma City. Oklahoma 131254504 AFS.750 (405) 954-3116 Federal Aviation Toil Fro*: 1454-2624434 WEB Address: htloolinegistrylas.9or Administration April 11. 2007 NUMBER CHANGED TO CANCELLED IATS ATTN: JENNIFI K PO ROOM It DATE 04 11201. Dear Sirs: The FAA Aircraft Registry issued an AC Form 8050-64, Assignment of Special Registration Marks, on 22116. This form authorized the use of special registration mark NONA on Raytheon Aircraft CO Mint' 400A aircraft, serial number RK-244,N793TA. The authorization fonn was to have been signed and returned to this office within 5 days after the special registration number was painted on the aircraft. It has not yet been received. Clarification as to the status of the number change is needed so that the certificate of registration may be issued reflecting the correct registration number. Please furnish this clarification by checking the applicable block and signing below: 0 The special registration mark HAS BEEN painted on the aircraft. The special registration mark HAS NOT BEEN painted on the aircraft but will be at a later date. Please extend authorization for use of the special number. Enclosed is a $10 fee required to reserve the number. The special registration mark WILL NOT BE USED on this aircraft. (ft &Oda Signature ofaircraft owner 404 meol Lib n i0/ Title Date Additional Requirement RI OptionsI V-C, S. Lynn Tampas Legal Instruments Examiner Aircraft Registration Branch $10.00 04/3012407 ., 9 Y, APS-750403.i (7/04) SDNY_GM_02755973 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242895 EFTA01328011 VWOHV1NO A110 VII0HrINO 0I I lid OE lidI4 1001 as N011traiSIO38 idv8aary YVA HIIM Ond SDNY_GM_02755974 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242896 EFTA01328012 ASSIGNMENT OF SPECIAL REGISTRATION NUMBERS Special Registration Number 0 N Aircraft Make MO Model 4931% USDepolnere RAYTHEON AIRCRAFT COMPANY 400A if tranwarloIcet Present Registration Number seders m aga" Serial Nonni= Awananresen RK —244 7150010 N 793TA • ICAO AIRCRAFT ADDRESS CODE FOR N493LX = 51410115 Issue Oats. JANUARY 309 2007 ibis is your authority to change the Unite] Stales recestra ban number on the above SunOS aircraft to the seems, SOUTHEASTERN MILLS INC registration nutter shown 26180 CURTISS —WRIGHT PKWY Cary aupstime or me tam in the aircraft together with the C/O FLIGHT OPTIONS LLC Old retrisuason certificate es inlenrn authOfttY to 00elam the alcHmomo HEIGHTS OH 44 14 3-145 3 Iowa Penriirg recent of revises certificate of revs:farm 0blein e reread ceftrIgate Of itionvOrthigne hem yew hear- K E T rife. ROBERT eel Fight Standards District Critics SAMAIR INC ASCENT II LLC The rant 4Ais Rem 4930-6. APPlicadon For Airworthiness Oa ftle le dated: ET —AL ocToecR 01, 1999 The airworthiness classification and category: STO TRANSP INSTRUCTIONS: SIGN ANU RETURN THE ORIGINAL of 04 lorrn to Me Cavil Aviation Registry. AFS-750. within 5 days alter the special registration number is placed on the aircraft. A revised certificate will then be issued. 0 The authority to use the special number expires: JANUARY 309 2000 CERTIFICATION: I certify that the special registration number was placed on the RETURN FORM TO: aircraft described above: Civil Aviation Registry. AFS-750 P.O. 80z 25504 Signature of Owner Oklahoma City, Oklahoma 73125-0504 Title of Owner. Date Pined on Aircraft: AC Form 005044 (S(ll05) Supersedes Previous Edition SONY_GIA_02755975 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242897 EFTA01328013 • • SONYGM02755976 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242898 EFTA01328014 Al Insured Aircraft Title Service, Inc. P.O. Box 19527 • Oklahoma City, Oklahoma 73144 • (405) 681.6663 (800) 654-4882 FAX #405-681-9299 DATE: -O2 3 - 07 _ 93LX FEDERAL AVIATION ADMINISTRATION CENTRAL RECORDS DIVISION 793-rA OKLAHOMA CITY, OK 18 JAN 3 0 2007 Gentlemen: Please reserve N in NAME ONLY for: Please reserve N "-K13/._K for assignment to the following aircraft: -1613TA &Aeon <loos' Current N# Make Model., Serial # Which is (1) being purchased by: or (2) is registered to: )e- X ophona L-Lt Payment of the required $10 fee per number to reserve it for one year is attached. If the preferred N number is not available, please contact the undersigned for a selection of a new number. Please send the letter of confirmation or the 64 form to Insured Aircraft Title Service in the P.D. Room. Additional Information: Thank you, Angie Kiisley N Number Consultant Serving the Aviation Industry for over 35 years SDNY_GM_02755977 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242899 EFTA01328015 vivouvixo A110 SPAONtiyo, SZ s Liu e2 ter moz 88 N011r8iSlaali VV./ HAMA Ortu 38IV SDNY_GM_02755978 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242900 EFTA01328016 lb UNITED STATES OF AMERICA cp.- N. - _ N ITT ILL IMMO'If TIANDISTAMNIBM AVIATION ADMVINIRATION AIRCRAFT BILL OF SALE CONVEYANCE FOR AND IN CONSIDERATION OF $1.00 ovc THE 1 UNDERSIGNED OWNER(S) OF THE FULL LEGAL . RESO8DED AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CRIBED AS FOLLOWS: 52 UNITED STATES ' - 000 3 firl 7 REGISTRATION E DUAL AVIATION NUMBER N 793TA 1RMINISTRATION AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS q l" DAY OF MAR., 2007 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS Do No Wale In This Mock IN AND TO SUCH AIRCRAFT UNTO: FOR FAA USE ONLY NAME AND ADDRESS (IF INDMDUAL (S). GIVE LAST NAME. FIRST NAME. AND MIDDLE INITIAL.) PURCHASER BUDCO HOLDINGS, LLC 6.25% OF 100% 26180 CURTISS-WRIGHT PARKWAY RICHMOND HEIGHTS, OH 44143 . $5.110 03R)9/2007 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS TUF TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 9' DAY OF MAR., 2007. NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPED OR PRINTED) (IN MC (IF EXECUTED FOR (TYPED OR PRINTED) . CO P. ALL MUST SIGN.) SELLER FLIGHT OPTIONS, LLC VICE PRESIDENT BRU E OYLE SECRETARY & CFO ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FM RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) • ORIGINAL: TO FM AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition SDNY_GM_02755979 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242901 EFTA01328017 Y HOHT1)I0 VIVOIIV1H0 TS IT 6iii s gyp tour Neureieleeeldve3 yvi HIIAI 03114 aiv SDNY_GM_02755980 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242902 EFTA01328018 FORM APPROVElj OMB NO 2120-0342 '., UNITED STATES OF AMERICA Is 1 3 1 0 30L) U.0. uurnriIMAM W IIISWWWWWINIM MEMOIR maws° Ifni I 1un II) AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE CI0NVEYANCE UNDERSIGNED OWNER(S) OF THE FULL LEGAL )REII,,DED AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CRIBED AS FOLLOWS: . UNITED STATES 2007 AIR 3 All 7 52 REGISTRATION NUMBER N793TA FEDERAL AVIATION AIRCRAFT MANUFACTURER & MODEL Al:MINISTRATION c RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS 2137" DAY OF FEB., 2007 HEREBY SELL. GRANT. TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS Do Not AA In Thls Block IN AND TO SUCH AIRCRAFT UNTO: FOR FAA USE ONLY NAME AND ADDRESS (IF INDMDUAL (5). GIVE LAST NAME. FIRST NAME. AND MIDDLE INITIAL.) PURCHASER FLIGHT OPTIONS, LLC 9.375% OF 100% 26180 CURTISS-WRIGHT PARKWAY RICHMOND HTS., OH 44143 JPRIII. DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 28TH OF FEB., 2007. NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPED OR PRINTED) (IN IM() (IF EXECUTED FOR (TYPED OR PRINTED) CO-OWNERSHIP. ALL MUST CC SIGN 9 KITTLES FLIGHT OPS, VICE PRESIDENT. SECRETARY NLLC BRUC YLE & CFO OF FLIGHT OPTIONS, LLC ACTING AS ATTORNEY- IN-FACT FOR KITTLE& FLIGHT OPS, LLC ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FM 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 SDNY_GM_02755981 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242903 EFTA01328019 VWOHrIXO 1,110 VWOHVlN0 9i T Wd S 118ILI 1002 118 N0I1VNjSI93N ineattiV %it'd HIM 03113 SDNY_GM_02755982 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242904 EFTA01328020 FON APP10/1023 Ole Ne FONONO I— UNITED SW!S OF NERO. otprantixr OF 111NOSORTJMO4 Ma. NINON ANINOTIIIMIONal NOOMOORT AMIVEITCAL 01•11O W • NICRAFT REOWTPADON APPUCCIGN 433/ CERT. ISSUE DATE h) ' MATEO MU &I REOF$114001 Kula il 793TA MANUFACTUNEK a ADM. AT Raytheon Aircraft Comm 400A HK OCT 05200t ARCM IT SENA/ Fes - - PX-244 FOR FAA USE ONLY svpE OF RECIIIMATICel Oen cob 300 o t. Weasel 0 a. Psnrenthlo 0 3. COPCFOre 4 4. COCO". 0 s. coat. CI el *n il" HAW OP ApPUCAKI penesel town co eMene al eatorthe a tees. to he nano. Lb barna It made "••••) 13.) Flight Options. LIC 18.75% of Net IIIICSeie Attach ant Cta-l-tia g IIa-1W) armee poem , . Atoms (........i ma, *Immo, ..., r I1 moo ions, te...pleekeelense /nue Om to Sam) Oldster OS *Oat 26180 Curtiss-Wright Pariogy Sabi ROOK Kt SSE an S001 ZIP 030E Richn:nd Heights CH 44143 0 CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTIONI Reed the following statement before signing this application. Ibis portion MUST be completed. A Nee or cosmos Wiwi/ 10 ary gabbro In Vs appaydon •ftay to boats by yoseibenorl by ins and 1 of (narenynon (US C . MO NSOY loan • CERTIFICATION awe ctRTry 0) no F. atom wasp a Owned by do 1":1•01cato waxer. ere.; a cozen iroudna sewage) al es Ursa ea era elle but Oa Fero envier La Oa Olt Pil APPICONAlt: • O A meet Ma se ails seglitiate (Fenn 1.15, a Fora 1461) 10 C 0 Amnon camsraeco elenmes And Mr bubble treat On NM Ot (51g10 led NY alone * Neal aye rata* bled al to Untie Seise Felons ,tea men a modal* lOr blIPIalca el ri)we re wale a rat roilloland we 54 Ian a any (Mr OMNI: wt pi Thal bold Nana al ementer lo Medea a he Nes fled 1151 to Felons Pincer Aennsurson NOTE: 1 execoNd to coomershp aft applcants must sign Use reverse We il necessary LOW 9q1 TUNE ma Assistant Secretary of Do% ilft Options, LLC 91/Q10(0 WIVE TIME ONE JagR. Bantam 41 3 SONAIURE 111,E DM NO1 FOOD reelet al the Celia d Able liellenen So acne envy be operated kr • grad as .1 Safe a OD St. dag new tee es PINK CON ei OFF Ni-N- es OW be men Pe aloe, PC Cm tee'l (933) KOSS0M2S4O3K SDNY_GA4_02755983 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00242905 EFTA01328021 • VilOHMO A110 trfri0H 111N0 LW 21 OS 900? 80 Nouraisim inapair VIId 14111A 03111 SDNY_GM_02755984 :1" TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00242906 EFTA01328022 ATTACHMENT TO AIRCRAFT REGIST APPLICATION Ti aq7; 4 0 co Reg #: N793TA Model: Raytheon Aircraft Company 400A SIN#: RK-244 Owning an undivided Name of Applicant: Interest of: Address: 1.) Southeastern Mills, Inc. 12.50% of 100% Shown on Original form hereto 2.) Robert Kettle, 6.25% of 100% Shown on Original form hereto 3.) Samair, Inc. 6.25% of 100% Shown on Original form hereto 4.) Ascent II, LLC 3.125% of 100% Shown on Original form hereto 5.) Prime Time Associates, LLC 6.25% of 100% Shown on Original form hereto 6.) Dockery Leasing Corporation 6.25% of 100% Shown on Original form hereto 7.) RAF Real Estate Services, LLC 12.50% of 100% Shown on Original form hereto 8.) Kitties Flight Ops, LLC 9.375% of 100% Shown on Original form hereto 9.) JHPH, LLC 6.25% of 100% Shown on Original form hereto 10.) George H. Davis, Jr. 3.125% of 100% Shown on Original form hereto 11.) Emeril Air, LLC 6.25% of 100% Shown on Original form hereto 12.) Air Leader. Inc. 3.125% of 100% Shown on Original form hereto 13.) 14.) Signatures: Title: Date: Assistant Secretary of Flight Options. LLC Acting as Attorney-in-Fact for #1,23.4.5.6.7.8.9.10.11.12 9/ialoLo 8y wing above, the sesacard agrees and ssouimes ti) to the leans. conditions and certification ol the AC Form 8050-1 Aircraft Registration assasation. to visions page is attached (the "Application-). (Ill that all or the intOrrnabOn set forth on the Application a true and Curreel as of this date. and (ill) the Application may be execrate by the co-owners by executing separate toroidal:Nut signature pages. each of miss Wen so executed and delivered shall be an original, but all such counterparts mac together constitute but one and the same application. SDNY_GM_02755985 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242907 EFTA01328023 • %, A1/0",„vbi ce r xo 894,0„m:siss038 v 21dr. dig p ly vv kohl ond dawy -L SDNY GM_02755986 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242908 EFTA01328024 FORM APPROVED la OMB NO. 2120-0042 UNITED STATES OF AMERICA HK030009 ti,3 U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION 1- ADMINISTRATION AIRCRAFT BILL OF SALE 8ONVEYANCE FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL RECORDED AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CRIBED AS FOLLOWS: UNITED STATES - 2NtM 5 PM 136 REGISTRATION FE )ERAL AVIATION NUMBER N793TA ADMINISTRATION AIRCRAFT MANUFACTURER & MODEL . RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS 29Th DAY OF AUG., 2008 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS Do Not Write In This Mock IN AND TO SUCH AIRCRAFT UNTO: FOR FM USE ONLY NAME AND ADDRESS (IF INDIVIDUAL (5), GIVE LAST NAME. FIRST NAME. AND MIDDLE INITIAL.) PURCHASER FLIGHT OPTIONS, LLC 6.25% OF 100% 26180 CURTISS-WRIGHT PARKWAY RICHMOND His., OH 44143 $..IIIIIIIII .. DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 29Th OF AUG., 2006. NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPED OR PRINTED) I EXECUTED FOR (TYPE() OR PRINTED) C IER HIP, AL IUST SIGN.) SELLER ANTHONY ZINGALE & ASSISTANT SECRETARY TERESA M. ZINGALEr JAMES R. DAUTERMAN OF FLIGHT OPTIONS, LLC TRUSTEES ACTING AS ATTORNEY- IN-FACT FOR ANTHONY ZINGALE & TERESA M. ZINGALE-TRUSTEES ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FMRECORDING: 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 SDNY_GM_027559B7 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242909 EFTA01328025 vivointbro All° rHotiruo C2 r WJ Or OS gm? SDNY_GM_02755988 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242910 EFTA01328026 CC AUG 2 4 2006 MEMORANDUM TO THE FILE The copy of the release recorded as conveyance number CCO21266 on May 25, 2006 was imaged without the back page showing the certification as a true copy. Attached is a copy of the back page of micro number 1356, filed 4/20/2006, recorded 5/25/2006 as conveyance number CCO21266, which shows the certification as a true copy of the original release. SDNY_GM_02755989 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0024291 I EFTA01328027 SDNYGM02755990 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 1 EFTA_002429 I 2 EFTA01328028 V1,101459)10 All0 1/11014V1NO OE ItiVe grplig e OW fore-I going with the original 1113 K011vaIrtitiVa thiciakitarre ct Vv90111(thetP9fiu SDNY_GM_02755991 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFIA_002429 l 3 EFTA01328029 SDNYGM02755092 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242914 EFTA01328030 CC AUG 24 2006 MEMORANDUM TO THE FILE The copy of the release recorded as conveyance number CCO21257 on May 18, 2006 was imaged without the back page showing the certification as a true copy. Attached is a copy of the back page of micro number 1351, filed 4/20/2006, recorded 5/18/2006 as conveyance number CCO21257, which shows the certification as a true copy of the original release. SDNY_Mil_02755993 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002429 I 5 EFTA01328031 SDNY_GM_02755994 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242916 EFTA01328032 tliOrittlX0 Alla MONy7N0 I hereby certify that I (I" i I WU 00 de compared the fore- with the original lig it is a true and correct K,:ilri123/338 'id HiOA 0311d thereof. SDNY_GM_02755995 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242917 EFTA01328033 SONYGM02755996 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 I EFTA_00242918 EFTA01328034 CERTIFIED COPY P7 • TO BE RECORDED BY FAA t c 0 212 6 6 "I FAA RELEASE ,C0NVEYA,ICE RECORDED is /4/04 tinY 21.611114:25 fir] 10 53 . Raytheon Aircraft Credit Corporation (the ''Seetkrit i.rr as . . secured party undisi;thei:Sii$Mty AgreementliAtiggiilliii*Thed on Exhibit A attalted hereto, hireby releases7,flidi:iiii44-isti'4.-iiii Security Agreements all of its tight, title and interest in and to the collateral de-scribed • ind*SectOtY40eements. Dated this r7 3 clay of ,2oo6. ..• Raytheon Aircraft Credit COmmation BY: Name: Andrew A. Mathews President t4EREcoRM00%**102 • • titioo; V V oalq84, DOC to C. 3 1/40 moraE a4.241-,A44 it, ni-cr SDNY_GM_02755997 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 1O, 15, and 17 EFTA_00242919 EFTA01328035 SDNY_GM_02755998 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242920 EFTA01328036 Exhibit A Security Agreements Aircraft Inventory Security Agreement dated as of June I, 2005 between Raytheon Aircraft Credit Corporation ("RACC"), as secured party, and Flight Options. LLC ("FOLLC). as debtor, which was recorded by the FAA on June 29, 2005 as Conveyance No. 1)O025607, as further amended by the Amendment to the Aircraft Inventory Security Agreement dated August 19, 2005, between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on September 20, 2005 as VV021531; Aircraft Inventory Security Agreement dated as of June 8.2005 between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on June 29, 2005 as Conveyance No. 11003877. as further amended by the Amendment to the Aircraft Inventory Security Agreement dated August 19, 2005, between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on September 21, 2005 as Conveyance No. VV021537; Aircraft Inventory Security Agreement dated as of June 10, 2005 between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on September 21, 2005 as Conveyance No. VV021562, as further amended by the Amendment to the Aircraft Inventory Security Agreement dated August 19, 2005, between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on September 22.2005 as Conveyance No. VV021563; Aircraft Inventory Security Agreement dated as of June 16. 2005 between RACC, as secured party, and FOLLC. as debtor, which was recorded by the FAA on July 22, 2005 as Conveyance No. 7006424. as further amended by the Amendment to the Aircraft Inventory Security Agreement dated August 19, 2005. between RACC, as secured party, and FOLLC. as debtor. which was recorded by the FAA on September 20, 2005 as Conveyance No. VV021527; Aircraft Inventory Security Agreement dated as of June 17, 2005 between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on July 26. 2005 as Conveyance No. MM028138; Aircraft Inventory Security Agreement dated as of June 24, 2005 between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on July 21, 2005 as Conveyance No. HK027548; as further amended by the Amendment to Aircraft Inventory Security Agreement dated as of August 19, 2005 between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on September 20.2005 as Conveyance No..VV021528; Aircraft Inventory Security Agreement dated as of June 25. 2005, between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on September 22, 2005 as Conveyance No. E006796; Aircraft Inventory Security Agreement dated as of June 30, 2005 between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on July 15. 2005 as Conveyance No. G006516; as further amended by the Amendment to Aircraft Inventory Security Agreement 20640/ SDNY_GM_02755999 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 0024292I EFTA01328037 SDNY GM 02756000 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 I EFTA_00242922 EFTA01328038 to dated as of August 19.2005 between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on September 8. 2005 as Conveyance No. VV021481; Aircraft Inventory Security Agreement dated as of June 30. 2005. between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on January 12, 2006 as Conveyance No. VV022224; Aircraft Inventory Security Agreement dated as of July 7, 2005, between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on July 19, 2005 as Conveyance No. E006332; Aircraft Inventory Security Agreement dated as of July 9, 2005. between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on October 28, 2005 as Conveyance No. SS023538; Aircraft Inventory Security Agreement dated as of July 19. 2005, between RACC. as secured party, and FOLLC, as debtor, which was recorded by the FAA on August II, 2005 as Conveyance No. 2006556; Aircraft Inventory Security Agreement dated as of July 19. 2005, between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on July 29, 2005 as Conveyance No. PP029006; Aircraft Inventory Security Agreement dated as of July 23. 2005, between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on November I, 2005 as Conveyance No. VV021846; Aircraft Inventory Security Agreement dated as of July 27, 2005, between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on October 14, 2005 as Conveyance No. F092733; Aircraft Inventory Security Agreement dated as of July 29, 2005. between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on November 28, 2005 as Conveyance No. VV021986; Aircraft Inventory Security Agreement dated as of August 4, 2005. between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on September 22. 2005 as Conveyance No. VV021575; Aircraft Inventory Security Agreement dated as of August 12, 2005, between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on September 15. 2005 as Conveyance No. VV021520; Aircraft Inventory Security Agreement dated as of August 23, 2005. between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on December 29, 2005 as Conveyance No. VV02213I; 2064W SDNY_GM_02756001 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242923 EFTA01328039 SDNY_GM_02756002 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242924 EFTA01328040 Ca t4 trt U1 Aircraft Inventory Security Agreement dated as of September 2. 2005. between RACC, as secured party. and FOLLC, as debtor, which was recorded by the FAA on January 3, 2006 as Conveyance No. VV022160; Aircraft Inventory Security Agreement dated as of September 4, 2005. between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on November I4, 2005 as Conveyance No. HH040608; Aircraft Inventory Security Agreement dated as of September 14, 2005. between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on November 28. 2005 as Conveyance No. VV021992; Aircraft Inventory Security Agreement dated as of September 23, 2005. between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on November 18. 2005 as Conveyance No. VV021967; Aircraft Inventory Security Agreement dated as of September 26, 2005, between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on November 29, 2005 as Conveyance No. VV022002; Aircraft Inventory Security Agreement dated as of September 29, 2005, between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on November 8, 2005 as Conveyance No. VV021887; Aircraft Inventory Security Agreement dated as of September 29, 2005 between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on November 3, 2005 as Conveyance No. VV021863; Aircraft Inventory Security Agreement dated as of October 7, 2005 between RACC, as secured party, and FOLLC. as debtor, which was recorded by the FAA on November 3, 2005 as Conveyance No. VV021859; Aircraft Inventory Security Agreement dated as of October IS, 2005, between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on December 2. 2005 as Conveyance No. VV022051; Aircraft Inventory Security Agreement dated as of October 26.2005 between RACC, as secured party, and FOLLC. as debtor, which was recorded by the FAA on November 10, 2005 as . Conveyance No. VV021913; Aircraft Inventory Security Agreement dated as of October 30, 2005, between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on November 10, 2006 as Conveyance No. VV021912; Aircraft Inventory Security Agreement dated as of November 4, 2005, between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on November 17, 2005 as Conveyance No. VV021939; 2064W SDNY_GM_02756003 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242925 EFTA01328041 SDNYGM02756004 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 1 EFTA_00242926 EFTA01328042 Aircraft Inventory Security Agreement dated as of November 12, 2005, between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on December 5, 2005 as Conveyance No. VV022063; Aircraft Inventory Security Agreement dated as of November 14, 2005, between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on December 28, 2005 as Conveyance No. VV022127; Aircraft Inventory Security Agreement dated as of November 22, 2005, between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on March 28, 2006 as Conveyance No. HH041507; Aircraft Inventory Security Agreement dated as of November 22, 2005, between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on January 3, 2006 as Conveyance No. VV022149; Aircraft Inventory Security Agreement dated as of November 24, 2005, between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on December 29, 2005 as Conveyance No. VV022130; Aircraft Inventory Security Agreement dated as of December 9, 2005, between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on February 14, 2006 as Conveyance No. VV022477; and Aircraft Inventory Security Agreement data! as of December 23, 2005, between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on February 2, 2006 as Conveyance No. VV022428. References to the above described agreements include any agreements attached thereto, incorporated by reference therein, or described therein referencing liens, encumbrances or security interests in favor of RACC. (collectively the "Security Agreements"). 20640/ SDNY_GM_02756005 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242927 EFTA01328043 90(o-elf, -rnb SDNY_GM_02756006 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242928 EFTA01328044 CERTIFIED COPY ca ca TO BE RECORDED BY FAA cc 0 ? 12 7 -4 00:41firt;011 REC)105.0 FAA RELEASE a°11 r. nil 18 ffl 1'S" Raytheon Aircraft Credit Corporation (theFE'Siiiiieniii4ly") as AiiMi i secured party under the Security Agreements described and defined on Exhibit A attached hereto, hereby releases from the terms of the Security Agreements all of its right, title and interest in and to the collateral described in the Security Agreements. Dated this on day of Mak.e...1-- , 2006. Raytheon Aircraft Credit Corporation By: Name: Andrew A. Mathews Title: President SEE RECORDED CONVEYANCE SEE RECORDED CONVEYANCE NUMBER V VQ-144Rie NUMBER _foca. DOC ID a_5.4t g_ PAGE DOC ID C.)39!. PAGE I SEE RECORDED C0NVEYANC1 NUMBER mm doh 1 20640/ DOc ID C-343 PAGE, 1_,j 049- kat -tw frAt SDNY GM 02756007 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242929 EFTA01328045 SDNY GM 02756008 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242930 EFTA01328046 co co 1.4 ti CO Exhibit A Security Agreements Supplemental Aircraft Inventory Security Agreement dated as of June 13, 2003 between Raytheon Aircraft Credit Corporation ("RACC), as secured party, and flight Options. LLC ("FOLLC"), as debtor (with the Amended and Restated Aircraft Dealer Floor Plan Financing and Security Agreement. dated as of June 12, 2003 between RACC and FOLLC, attached thereto), recorded by the FAA on July 17, 2003, as Conveyance Number S 122733; Supplemental Aircraft Inventory Security Agreement dated October 15, 2004 between RACC, as secured party, and FOLLC, as debtor, which was recorded with the FAA on January 20, 2005 as Conveyance No. P002013: Supplemental Aircraft Inventory Security Agreement dated November 12, 2004 between RACC, as secured pasty, and FOLLC, as debtor, which was recorded with the FAA on January I I, 2005 as Conveyance No. P001943; Supplemental Aircraft Inventory Security Agreement dated December 3, 2004 between RACC, as secured party. and FOLLC, as debtor, which was recorded with the FAA on January I I, 2005 as Conveyance No. T076690; Supplemental Aircraft Inventory Security Agreement dated December 9, 2004 between RACC, as secured party, and FOLLC, as debtor, which was recorded with the FAA on February 24, 2005 as Conveyance No. KK034949; Supplemental Aircraft Inventory Security Agreement dated December IS, 2004 between RACC, as secured party, and FOLLC, as debtor, which was recorded with the FAA on June 23, 2005 as Conveyance No. DD025579; Supplemental Aircraft Inventory Security Agreement dated December 17, 2004 between RACC, as secured party, and FOLLC, as debtor, which was recorded with the FAA on January 19, 2005 as Conveyance No. Z004687; Supplemental Aircraft Inventory Security Agreement dated December 28, 2004 between RACC, as secured party, and FOLLC, as debtor, which was recorded with the FAA on January 12, 2005 as Conveyance No. P001963; Supplemental Aircraft Inventory Security Agreement dated December 28, 2004 between RACC, as secured party, and FOLLC, as debtor, which was recorded with the FAA on February 8, 2005 as Conveyance No. 114039060; Supplemental Aircraft Inventory Security Agreement dated December 29, 2004 between RACC, as secured pasty. and FOLLC, as debtor, which was recorded with the FAA on March 3, 2005 as Conveyance No. HH039223; 20640/ SDNY_GM_02756009 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 0024293I EFTA01328047 SONYGM02756010 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 1 EFTA_00242932 EFTA01328048 Supplemental Aircraft Inventory Security Agreement dated December 29, 2004 between RACC, as secured party, and FOLLC, as debtor, which was recorded with the FAA on January IS, 2005 as Conveyance No. L077264; Supplemental Aircraft Inventory Security Agreement dated January 14. 2005 between RACC. as secured party, and FOLLC, as debtor, which was recorded by the FAA on January 31, 2005 as Conveyance No. HI1038980; Aircraft Inventory Security Agreement dated as of January 18, 2005 between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on July 22, 2005 as Conveyance No. Z006423; Aircraft Inventory Security Agreement dated as of January 22. 2005 between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on February 7. 2005 as Conveyance No.1077420; Aircraft Inventory Security Agreement dated as of January 27, 2005 between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on February 4, 2005 as Conveyance No. RR030454; Aircraft Inventory Security Agreement dated as of January 28. 2005 between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on February 22, 2005 as Conveyance No. MM02742I; Aircraft Inventory Security Agreement dated as of January 28, 2005 between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on April 29, 2005 as Conveyance No. YY040080, as further amended by the Amendment No. IA to the Aircraft Inventory Security Agreement dated July 21. 2005, between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on September 13, 2005 as Conveyance No. VV021511; Aircraft Inventory Security Agreement dated as of February 2, 2005 between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on March 22, 2005 as Conveyance No. KK035074; Aircraft Inventory Security Agreement dated as of February 3. 2005 between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on May II. 2005 as Conveyance No. DD025405; Aircraft Inventory Security Agreement dazed as of February 4. 2005 between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on March 8. 2005 as Conveyance No. H1039251, as further amended by the Amendment to the Aircraft Inventory Security Agreement dated April 5, 2005. between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on April 7, 2005 as 11036007; 20640/ SDNY_GM_02756011 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242933 EFTA01328049 SDNYGA402756012 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242934 EFTA01328050 cat L4 U1 C5 Aircraft Inventory Security Agreement dated as of March IS. 2005 between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on May 5, 2005 as Conveyance No. YY040151, as further amended by the Amendment to the Aircraft Inventory Security Agreement dated April 5, 2005, between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on June 2 I , 2005 as Conveyance No. SS022819; Aircraft Inventory Security Agreement dated as of March 18, 2005 between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on April 19, 2005 as Conveyance No. YY039962; as further amended by the Amendment to Aircraft Inventory Security Agreement dated as of August 19, 2005 between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on September 15, 2005 as Conveyance No. VV021521; Aircraft Inventory Security Agreement dated as of March 25, 2005 RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on June 28, 2005 as Conveyance No. X149528; as further amended by the Amendment IA to the Aircraft Inventory Security Agreement dated July 21, 2005, between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on September 9, 2005 as Conveyance No. PP029412; and further amended by the Amendment to Aircraft Inventory Security Agreement dated as of August 19, 2005 between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on September 15, 2005 as Conveyance No. DD025867; Aircraft Inventory Security Agreement dated as of March 25, 2005 between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on June 2, 2005 as Conveyance No. VV021083, as further amended by the Amendment IA to the Aircraft Inventory Security Agreement dated July 21, 2005, between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on August 26, 2005 as Conveyance No. RR031704; Aircraft Inventory Security Agreement dated as of April I, 2005 between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on May 4, 2005 as Conveyance No. YY040150; as further amended by the Amendment to Aircraft Inventory Security Agreement dated as of August 19, 2005 between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on October 19, 2005 as Conveyance No. VV021726; Aircraft Inventory Security Agreement dated as of April 8, 2005 between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on April 27, 2005 as Conveyance No. YY040046, as further amended by the Amendment to the Aircraft Inventory Security Agreement dated August 19, 2005, between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on September 19, 2005 as Conveyance No. VV021526; Aircraft Inventory Security Agreement dated as of April 28, 2005 between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on June 7, 2005 as Conveyance No. VV021131; Aircraft Inventory Security Agreement dated as of May 2, 2005 between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on June 8, 2005 as Conveyance No. HH039708, as further amended by the Amendment to the Aircraft Inventory Security Agreement 206401 SDNY GM_02756013 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242935 EFTA01328051 SDNY_GM_02756014 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242936 EFTA01328052 dated August 19, 2005, between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on September 26, 2005 as Conveyance No. VV021591; Aircraft Inventory Security Agreement dated as of May 13, 2005 between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on June 16, 2005 as Conveyance No. SS022777, as further amended by the Amendment to the Aircraft Inventory Security Agreement Clated August 19, 2005, between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on September 15, 2005 as Conveyance No. VV021523; and Aircraft Inventory Security Agreement dated as of May 20, 2005 between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on August 3, 2035 as Conveyance No. R066884, as further amended by the Amendment to the Aircraft Inventory Security Agreement dated August 19, 2005, between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on September 22, 2005 as Conveyance No. VV021568. References to the above described agreements include any agreements attached thereto, incorporated by reference therein, or described therein referencing liens, encumbrances or security interests in favor of RACC. (collectively the "Security Agreements'). t.:.1 • 1" , lien: ylihso •idgiari I ,eriol ant balconies ctitvglIAJS ro z r. '4 0 isnigno dine Lining" 1. .2064openos bne gulls ei l iEtal4.1.0“.".F.,1- - 2.4 re° ' .Tosierf Wo3 , , _ faun 4S:47 riSrt< .:T... •• • SDNY_GM_02756015 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242937 EFTA01328053 c L'-‘ .5002192., if, 44 SDNY_GM_02756016 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242938 EFTA01328054 C v v02220 5 CONVEYANCE RECORDED FAA PARTIAL RELEASE A.06 JAN 11 P19 2 07 Raytheon Aircraft Credit Corporation (the "SecurettYatcy'%k ail 10N secured party under the Security Agreement described anniettiaiegiiON Exhibit A- attached hereto, hereby releases from the terms of the Security Agreement all of its right, title and interest in and to the Released Aircraft Interest described and defined on Exhibit A attached hereto. As to all collateral covered by the Security Agreement except the Released Aircraft Interest, the Security Agreement shall remain in full force and effect. Dated this day of 044.0„2.-st, 2005. Raytheon Aircraft Credit Corporation By: Andrew A. Mathews Title: President 20640/ SDNY_GM_02756017 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA (x1242939 EFTA01328055 • AlrNv,,1• bto v vo C ` tfd se 330 S0, 1,9 ivo v ‘;) 841:..pod etitiltiv SDNY_GM_02756018 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242940 EFTA01328056 03 P O Exhibit A FAA Partial Release Security Agreement Aircraft Inventory Security Agreement dated as of January 28, 2005 between Riytheon Aircraft Credit Corporation, as secured party, and Flight Options, LLC, as debtor, (with the Amended and Restated Aircraft Dealer Floor Plan Financing and Security Agreement, dated as of June 12, 2003 between Raytheon Aircraft Credit Corporation and Flight Options, LLC, attached thereto as Exhibit A), recorded by the FAA on February 22, 2005 as Conveyance No. MM027421 (collectively the "Security Agreement"). Released Aircraft Interest Three and one-eighth percent (3.125%) undivided interest (representing the undivided interest conveyed to Air Leader, Inc.) in and to the Aircraft defined below (the "Released Aircraft Interest"). Aircraft One (1) Raytheon Aircraft Company model 400A aircraft bearing manufacturer's serial number RK-244 and United States Registration Number N793TA, together with two (2) Pratt & Whitney Canada model JT15D-5 aircraft engines bearing manufacturer's serial numbers PCE- JA0256 and PCE-JA0257 (collectively the "Aircraft"). The engines described above are in excess of 750 rated takeoff horsepower. 20640 SDNY_GM_02756019 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242941 EFTA01328057 .4% . No/ • rI v 7 mo az c bB ' 62 330 so, ‘`)•?ii -. t,oiiijenv • SDNY_GM_02756020 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242942 EFTA01328058 TORN APPPOVEO0 OIAI No MRMt, N UNITED VMS OF MEW CEPPAIMEM OF nwernararcee emir Maros mimmillbevaraila IMMICOMT AMMAIRICAL MRS 14 ...., i -...... NPCRAFT MOSTMTION MIFUOCIION CENT. ISSUE DATE (4 . .I teem STATES rimernwoi /FIRMER II U 79310; AIPOILAFT MANUFACTIANIA & MaXl. RavWrn Aircraft fi ipany 400A vv ENEM NA JAN 0 6 e tii ii‘ RK-244 FOR FM USE OW TYPE CF REGISTRATION (Ome alb OS O I. SIMMS O 2. PA/MFraND 0 3 Carborston Do Co-oener O b Own O S.ilisCIPI" IMRE OF APPUCANT Ilence(A 00.11 01.1000, 06 s^/100 I Intylam Om WI nSi Re nem FM *Me NM/ • 14.) Flight Options, LLC 12.50% of 100% See AttachTent MOW/ HOMER ( I ADDRESS Symereni mang Wpm, to. Arm applCenl N O Roraima. Name Strum muN doebe 0.0.10) Fli ght OpisleaAP tions, LLC Nets ire uses 26180 Curtiss-Wright Parioey Rare Rade PO. Soo GTY SUM ZIP CODE Richfcnd Heights CH 44143 0 CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Reed the following statement before signing this application. This portion MUST be completed. A Dub D diihn...."W 10 OM WM.^ 4, 110 4000~ miry In woods re p.naTmeni by In. me rye irefecomre NS case ram a. see VON • CERTIFICATION I% COOT. II) The Iv ewe Ws • owed by IM urdenIgniel applemt Main Win WAND Obbalbrm a/ Or UMW war fro MVO Nall MTI rave CI MN. Oar OW ONE AS APPROPRIATE. A 0 Amides ANn. NM Me IIMIMICA Mena IASI afar. IMO NT a 0 A romatom aPponace wand on0 dem Manna We Re awl 0 Istele IVO MN &QM a 112060 MS pewee owl Ma Weed BIM/ Recoes or INN Mtn In Pima Fs POPOCPW. a Ca Tref if. area 4 AN Mpliend wee if. Wm al ay Omer OWN we ID TIM leas Mesa at maintSp R mamas a As bete nee etry re Non Anton Attr000Apyok NOTE: If executes ix coweneram ett western must so use wane sae it necessary TYPE INT NAM E SIGNATURE RE TnIE Assistant Secretary 0 104E Iii . t Options, Ile ichlq-06 8 mac TITLE DATE Janes R. [MUUMUU abecauta nal DATE If 101t 0000e meg ce Fe Oas* 0 Aura Rygeiraem Re nee INV 06 (0.0041101 a gad MI 0 00.0. d go . 60. Don l ADD' mm Pr Pm tax a Ma woks Iwo be ewes a ea siva AC ram 10501 (5,03) EIDSKOECT3-9,70 SDNY_GM_02756021 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00242943 EFTA01328059 VNOHVi)IO vitoNvixo .. . . 8Z 8 WJ 6Z a3a,$o.. SEI nou v s: i to 11V80 • VV4 HIIM 03114 SDNY_GM_02756022 IT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00242944 EFTA01328060 Ca 0 ATTACHMENT TO AIRCRAFT REGISTRATION to APPLICATION 03 Reg ft N793TA Model: Raytheon Aircraft Company 400A S/Na: RK-244 Owning an undivided Name of Applicant: Interest of: Address: 1.) Southeastern Mills. Inc. 12.50% of 100% Shown on Original form hereto Anthony Zingale 8 Teresa M. Zingale - 2.) Trustees 6.25% of 100% Shown on Original form hereto 3.) Robert Kettler 6.25% of 100% Shown on Original form hereto 4.) Samair, Inc. 6.25% of 100% Shown on Original form hereto 5.) Ascent II, LLC 3.125% of 100% Shown on Original form hereto 6.) Prime Time Associates, LLC 6.25% of 100% Shown on Original form hereto 7.) . Dockery Leasing Corporation 6.25% of 100% Shown on Original form hereto 8.) RAF Real Estate Services, LLC 12.50% of 100% Shown on Original form hereto 9.) Kitties Flight Ops, LLC 9.375% of 100% Shown on Original form hereto 10.) JHPH, LLC 6.25% of 100% Shown on Original form hereto 11.) George H. Davis, Jr. 3.125% of 100% Shown on Original form hereto 12.) Emetic Air, LLC 6.25% of 100% Shown on Original form hereto 13.) Air Leader, Inc. 3.125% of 100% Shown on Original form hereto 14.) Signatures: Title: Date: Assistant Secretary of Flight Options. LLC Acting as Attorney-in-Fact for 1.2.3.4.5.6.7.8.9.10.11.12.13 Ja-aq-cs uterman By Wing above. the applicant agrees and stipulates (0 lo the terms. conditions and certification of 'he AC Form 8050-1 Aircraft Registration Application, to which this page is attached (the 'Application"). (II) That all of the information set forth on the Application ts true and correct as of this dale. and (III) the Application may be executed by the co-owners by executing separate counterpad signature pages. each of which when so executed and delivered shall be an ortginal, but as such counterparts shall together constitute but one and the same application SDNY_GM_02756023 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242945 EFTA01328061 A.110 Pk F0•• r', as C thI. R2 I MO nor • -Le 330 so v , J., • j ti81 SDNY_GM_02756024 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242946 EFTA01328062 03 FORM APPROVED 03 OMB NO. 2120-0042 Pa L.1 UNITED STATES OF AMERICA to e " U. 'S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION vv022178 co ADMINISTRATION AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE CONVEYANCE UNDERSIGNED OWNER(S) OF THE FULL LEGAL RECORDED AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CRIBED AS FOLLOWS: UNITED STATES 2M6 JAN 5 RITI 8 07 REGISTRATION FEDERAL AVIATION NUMBER N 793TA ADMINISTRATION AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS 13n1 DAY OF DEC., 2005 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS Do NM Writo In This Block IN AND TO SUCH AIRCRAFT UNTO: FOR FM USE ONLY ' NAME AND ADDRESS (IF INDIVIDUAL (S). GIVE LAST NAME. FIRST NAME. AND MIDDLE INITIAL.) PURCHASER AIR LEADER, INC. 3.125% OF 100% 26180 CURTISS-WRIGHT PARKWAY RICHMOND HEIGHTS, OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS: TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER. AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 13Th DAY OF DEC., 2005. NAME (S) OF SELLER SIGN RE (S) TITLE (TYPED OR PRINTED) (IN INK) EXE UTED FOR (TYPED OR PRINTED) E NIP. (MUST M. Ix uu FLIGHT OPTIONS, LLC SSISTANT -I -I tu AMES R. DAUTERMAN SECRETARY cn ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FMRECORDING: HOWEVER. MAY BE REQUIRED 8Y LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition 9:07.AX/a Coss SONY_GM_027513025 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242947 EFTA01328063 SDNY_GM_02756026 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242948 EFTA01328064 ES FORM APPROVED ta OMB NO. 2120-0042 ta UNITED STATES OF AMERICA V V 0 2 2 17 7 w LO U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION 01 ADMINISTRATION AIRCRAFT BILL OF SALE CONVEYANCE FOR AND IN CONSIDERATION OF $1.00 ovc THE RECORDED UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CRIBED AS FOLLOWS: . ?06JAN 5 Aft 8 07 UNITED STATES REGISTRATION FEDERAL AVIATION NUMBER N 793TA ADMINISTRATION AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS 23RD DAY OF SEPT., 2005 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: DFOR Not Wnte In Tilts BIocJc FAA USE ONLY NAME AND ADDRESS (IF INDIVIDUAL (S). GIVE LAST NAME. FIRST NAME. AND MIDDLE INITIAL.) re ui co cc EMER1L AIR, LLC 6.25%0F 100% x L) 26180 CURTISS-WRIGHT PARKWAY cc RICHMOND HEIGHTS, OH 44143 m a. DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 23DAY OF SEPT., 2005. NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPED OR PRINTED) (IN I (IF = I CUTED F (TYPED OR PRINTED) FtSti , ALL SIGN.) SELLER FLIGHT OPTIONS, LLC ASSISTANT JAMES R. DAUTERMAN SECRETARY ( ACKNOWLEDGEMENT (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 ., SDNY_GM_02756027 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242949 EFTA01328065 O v /iv n ia y C id( Sor 80 Al MO .181(0/2 62 330 so. vtillk414/4- ci3Vjmv SDNY_GM_02756028 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242950 EFTA01328066 C.41 Lb vv021989 cs 01 tYY CONVEYANCE RECORDED FAA PARTIAL RELEASE ?HS NOU 28 RP1 8 26 Raytheon Aircraft Credit Corporation (the "SecinfikEitatir)ABON ADMINISTRATION secured party under the Security Agreement described and defined on Exhibit A attached hereto, hereby releases from the terms of the Security Agreement all of its right, title and interest in and to the Released Aircraft Interest described and defined on Exhibit A attached hereto. As to all collateral covered by the Security Agreement except the Released Aircraft Interest, the Security Agreement shall remain in full force and effect. Dated this Cr day of odcOnco, , 2005. Raytheon Aircraft Credit Corporation By: aiteg2___ Andrew A. Mathews Title: President 20640 SDNY_GM_02756029 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0024295 EFTA01328067 VIOHV1NO 1110 VIIOHYMIO 9h CI 1113 9 130 SOU 1;v133tIV BO HOWNISI038 YVJ HIM end SDNY_GM02756030 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242952 EFTA01328068 td- Exhibit A FAA Partial Release Security Agreement Aircraft Inventory Security Agreement dated as of January 38, 2005 between Raytheon Aircraft Credit Corporation, as secured party, and Flight Options, LLC, as debtor, (with the Amended and Restated Aircraft Dealer Floor Plan Financing and Security Agreement, dated as of June 12, 2003 between Raytheon Aircraft Credit Corporation and Flight Options, LLC, attached thereto as Exhibit A), recorded by the FAA on February 22, 2005 as Conveyance No. MM027421 (collectively the "Security Agreement"). Released Aircraft Interest Six and one-fourth percent (6.25%) undivided interest (representing the undivided interest conveyed to Emeril Legasse) in and to the Aircraft defined below (the "Released Aircraft Interest"). Aircraft One (1) Raytheon Aircraft Company model 400A aircraft bearing manufacturer's serial number RK-244 and United States Registration Number N793TA, together with two (2) Pratt & Whitney Canada model JT15D-5 aircraft engines bearing manufacturer's serial numbers PCE- JA0256 and PCE-JA0257 20640 SDNYGM 02756031 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242953 EFTA01328069 I. V1101O1:10 A.1.10 VVI0NV1)10 9h Of Li'd 9 100 SW, NOLLAISI;)3111;Vd3Sli HillA 0311A SDNY_GM_02756032 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242954 EFTA01328070 U.S. DEPARTMENT OF TRANSPORTATION SEE CONVEYANCE NO FEDERAL AVIATION ADMINISTRATION 'is CROSS-REFERENCE—RECORDATION FILING DATE: This loon 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 Aircraft inventory Security Agreement 7-29-2005 FROM DOCUMENT NO. Flight Options LLC NIV lOpi CP2 6 TO OR ASSIGNED TO DATE RECORDED Raytheon Aircraft Credit Corp THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: h - rig- O.....3 C AIRCRAFT (List by registration mamba) I TOTAI. NIIMRFR !NVOI VETS II N254CW N288CW N427CW N731TA N802TA N491CW N471CW N793TAf N826CW N789TA N720TA Engines: Williams-Rolls F144.IA 1320 1321 1445 1446 . P&W Canada IT15D-5 PCE-100233 PCE-100244 PCE-3A0316 PCE-JA0317 P-100360 P-100361 PCE-JA0089 PCE-1A0091 PCE-JA0256 PCE-JA0257 PCE-M0308 PCE-1A0307 Honeywell Intl TFE731.5BR P-107448 P-107449 TFE731.5R P-91105 P-91152 P-107215 P-107214 ENGINES I TOTAI NUMRFR mvni WI) n MAKES) SERIAL See Above NO. See Above PROPELLERS I TOTAI NIIMRFR INVell VF11 MAKE(S) SERIAL NO. SPARE PARTS —LOCATIONS I TOTAI. NI IMRFR INYOl vFn LOCATION RECORDED CONVEYANCE FILED IN: N254CW, serial 525-0154, Cessna 525 AC 23 (I-96)(0032-00-382-6000) SDNY_OM_02756033 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242955 EFTA01328071 SDNY_GM_02756034 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242956 EFTA01328072 (CSel APPROVED CAM Ns 2,204212 N LIMITED STATES OF IMERCA DEPARTMENT OF TRANSFCRTATION TED4RAL /01/491.1 NOPITIOIIIT 84142MAUTCAL Caine •••1 AlW. REOISTRATKIN AFFIXATION CERT ISSUE DATC teem CS PEOWTRATIOPN NUMBER ill 793TA AIRCRAFT MAKIFACTURER • MODEL Raytheon Aircraft Cora .any 400A j kl SEP 13 2005 AxxAAFT SERIAL Pia RK-244 FOR FM USE ONLY TYPE OF REOSTRATON °OS Cele MO Q t wear 0 2. RenneaBIP 0 a Caricaton ig 4. COOLNIME 0 5. Omn. 0 S. Plw"Clit" NAME OF AMON! retiree) *own ON ineferc•cicanenS 4 IST044. OH led ^In ft* nen AM 444419 INLET ill •12.) Flight Options, LLC 21.875% of 100% (lee Attachment ckstyed P7 =3-5, t5 TELEPHONE NUMBER'. ( I ADDRESS Ms-Lenin HS. 100498 ke int 11.449194144) Flight Options, LLC m..0... irt) Wee 26180 Curtiss—Wright Parkway Mal no. PO Om CHT STATE 2IP 000E Richmond Heights OH 44143 O CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS Reid the following statement before signing this application. ATTENTION! This portion MUST be completed. A WS* 0i demos' W M NV LlePaen n the xvicince, mail:490.Mo For penehreet by Ili end ia istritent IDS Code. TIN it Sec 1004 . CILATOY. (1) nRI IR TOW" wend, a owed by Pe LHAW004• 4 SE. UMW Sewn CERTIFICATION ealleare nip Ocean *neap onorellcaL1 wet wire lint re Awe of we... I. or Cia Ow AS APPMPSWE: a. O A Noise a itiM Ow wWelrfoon (Pow nal a Fro 1461) Ns bin...one* exporaten argentite, ardl Abby Owns me* te Mee W ITS end mei sepal lii brad and pewees twee.* OWNS Sleet FMCOMS a INFI Pews we wait* ke raccoon d (21 Tar ear anYall 4 Ea reVevea unep Pe laws cd Eng emir catty: are (31 mu New wawa of owerve 4 weed has ban TAW seh Os FR IEM APS Iltaligienta. NOTE II Obacuted for oacrenershw WI applicants mufti Son Use Mese side If necessary TY OR RINT BELOW SIG TORE LIRE TITLE Assistant Secretaremt SINS fight Options, LLZ vliel4:6 7 Y NI imp DATE 3ti AI James R. Dau erman t a 1V-3I SJGNATURE TRU DATE ( UNd H 3 NOTE Ponape *sea of Me Gannet et expel, RepteaLon. Pe scoot me. be Operel•Oforliperee noi e Hand 90 OWL 00"0 ..arid We re PPL4 oepv LT TH appcsion meg be awes in Me swat AC Fart 80504 (12/90)(0052-006281007) Supersedes heroes Eaton SONY_GM_02756035 :T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00242957 EFTA01328073 • .VHOMila0 Alio VWOHVI)10 . hS OI LIU 6Z lir SOO? 89 NOLLY8181038 1498381V VYA HIM 03113 SDNYGM02756036 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00242958 EFTA01328074 ATTACHMENT TO AIRCRAFT REGISTRATION APPLICATION ooska..act.es 1 1••• CO Reg #: N793TA Model: Raytheon Aircraft Company 400A RK-244 Owning an undivided Name of Applicant: Interest of: Address: 1.) Southeastern Mills, Inc. 12.50% of 100% Shown on Original form hereto Anthony Zingale 8 Teresa M. Zingale - 2.) • Trustees 6.25% of 100% Shown on Original form hereto 3.). Robert Kettler 6.25% of 100% Shown on Original form hereto 4.) Samair, Inc. 6.25% of 100% Shown on Original form hereto 5.) Ascent II, LLC 3.125% of 100% Shown on Original form hereto 6.) Prime Time Associates. LLC 6.25% of 100% Shown on Original form hereto 7.) Dockery Leasing Corporation 6.25% of 100% Shown on Original form hereto 8.) RAF Real Estate Services, LLC 12.50% of 100% Shown on Original form hereto 9.) Kitties Flight Ops, LLC 9.375% of 100% Shown on Original form hereto 10.) JHPH, LLC 6.25% of 100% Shown on Original form hereto 11.) George H. Davis, Jr. 3.125% of 100% Shown on Original form hereto 12.) 13.) Signatures: Title: Date: Assistant Secretary of Flight Options. LLC Acting as Attorney-in-Fact for 3.4.5.6.7,8,9.10,11 ulerman Ely signing above. the applicant agrees and stipulates (I) to the leans, conditions and certification of the AC Form 8050-tmcrett Registration Apptication, to tOwch this page is attached (the -Anticslion'). (Ill that all of the information set forth on the Application is true and correct as of this dale, and (Ill) the Appacalion may be executed by the co-owners by °tootling separate counterpart signature pages. each which when so executed and dewed shall be an original, but se such counterparts shall together constitute but one and the same application. SDNY_GNI_02756037 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242959 EFTA01328075 VVIOHV1)10 A110 VHOHV1)10 kS OI WU 62 lOP SOO? 89 N011V81S1038 VV1 011Id SDNY_GM_02756038 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242960 EFTA01328076 MB uu 6.2R0P-;1:4N4P2PROVED CJ _ -. UNITED STATES OF AMERICA t- U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION Cr ADMINISTRATION AIRCRAFT BILL OF SALE E00RDED FOR AND IN CONSIDERATION OF $1.00 ovrelIWEETANCE F UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFTEtEr 3.3 CRIBED AS FOLLOWS: i ii 43 ,r UNITED STATES FEDERAL AVIATION REGISTRATION ADMINISTRATION NUMBER N 793TA AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS 25Th DAY OF JULY, 2005 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS Do Not Write In Thts R . • IN AND TO SUCH AIRCRAFT UNTO: FOR FAA USE ONLY NAME AND ADDRESS (IF INDIVIDUAL (5), GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL.) Ce ILI V) FLIGHT OPTIONS, LLC '3.125% OF 100% ct r 26180 CURT1SS-WRIGHT PARKWAY O W RICHMOND HTS.,'OH 44143 7 a. DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 25Th OF JULY, 2005. NAME (S) OF SELLER S NATURE (S) TITLE (TYPED OR PRINTED) (IN IF EXECUTED FOR (TYPED OR PRINTED) CO-0 E SHIP, C MUST SIGN) SELLER RONALD A. ELENBAAS ASSISTANT SECRETARY JAMES R. DAUTERMAN OF FLIGHT OPTIONS, LW ACTING AS ATTORNEY- • IN-FACT FOR RONALD A. ELENBAAS ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FM 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 " SDNY_GM_02756039 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_00242961 EFTA01328077 VIVOHMO All0 VPINWINO hS Or WY 60 ler SOO? 218 NOJIVHIS(03d 1.4v9"•••99t VVi KIIIA prui • SDNY_GM_02756040 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242962 EFTA01328078 r 5 1 J00114 •••••••.. RECORDED FAA PARTIAL RELEA6+14VEYANCE t' 1,2 tc1 as NOS SEP 13 1471 Raytheon Aircraft' Credit Corporation (the "Secu d tre ERttaa ED l isdNig secured party under the Security Agreement descfrft "'"i I d on Exhibit A attached hereto, hereby releases from the terms of the Security Agreement all of its right, title and interest in and to the Released Aircraft Interest described and defined on Exhibit A attached hereto. As to all collateral covered by the Security Agreement except the Released Aircraft Interest, the Security Agreement shall remain in full force and effect. Dated this 21 day of _in t) , 2005. Raytheon Aircraft Credit Corporation By: Andrew Mathews Title: President N SU EE MBRERC0RDED CONVEYANCE DOC ID e_ 343 PAGE_L_ 20640 SDNY_GM_02756041 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242963 EFTA01328079 VPIOHV1)10 AlIO VHOHV1)10 SZ iT WU 6Z inr S007, NO NOLINILLS1838 .1.3VUOUW VY3 HIIM 03-83 SDNY_GM_02756042 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242964 EFTA01328080 Exhibit A FAA Partial Release Security Agreement Supplemental Aircraft Inventory Security Agreement dated as of June 9. 1 2003 between Raytheon Aircraft Credit Corporation, as secured party, and Flight Options, LLC, as debtor (with the Amended and Restated Aircraft Dealer Floor Plan Financing and Security Agreement, dated as of June 12, 2003 between Raytheon Aircraft Credit Corporation and Flight Options, LLC, attached thereto), recorded by the FAA on July 17, 2003, as Conveyance Number S122733; further secured by the Supplemental Aircraft Security Agreement dated January 28, 2005 between Raytheon Aircraft Credit Corporation, as secured party, and Flight Options, LLC, as debtor, recorded by the FAA on February 22, 2005 as Conveyance No. MM027421 (collectively the "Security Agreement"). Released Aircraft Interest Six and one-fourth percent (6.25%) undivided interest (representing the undivided interest conveyed Flight Options, LLC) in and to the Aircraft defined below (the "Released Aircraft Interest"). Aircraft One (1) Raytheon Aircraft Company model 400A aircraft bearing ' manufacturer's serial number RK-244 and United States Registration Number N793TA, together with two (2) Pratt & Whitney Canada, LTD. model JT15D-5 aircraft engines bearing manufacturer's serial numbers PCE- JA0256 and PCE-JA0257. The engines described above are in excess of 750 rated takeoff horsepower. 20640 SDNYGA402756043 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242965 EFTA01328081 rani VSOW11)10 VP1OHEI O SaZL1J9 SZ ltIP L:IO@..~I: 1938 88 k011V81S VVd HilP. SDNY GM 02756044 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242966 EFTA01328082 FORE APPROVED ej Oa lb re0:42 to SEIM SLATES OF as OEPIRIVINT Of TRANSPORTATION PO RASA ~IS 40104817100104401110:80101114 ACCaloorneoL coorti01 GE AMMAR 148081(111U010N APPUCA11014 CERT. ISSUE DATE L.) • 11•110 SUM •IikAllTRICION MAW 793TA N AIRCRAFT IFAINFECTUFIVI 5 .101XL Raytheon Aircraft Company 400A KK ja 113 2005 NRCSAFT SERIAL No. RK-244 FOR FAA USE Ole TYPE OP REOSIRPSION (Chock WO 0:01 El 1 1401,00USI O 2. PIE11111NP OIL alwellon IDA. Coon DK Gat O IL "' Ca' NAME C MACAW (Pena(* awn es *Moo a/ anneohlo I •:••••• On Ii• ISM •• .all. /410418 44*.) ,A, 13.) Flight 0ptionsi LLC 18.75% of 100% (tee Attachment clai kteCk soli -c ) TELEPHONE MS. ( I *CORPSE (Pows••• Pea Mon PP M Mat SiIP P.O. BOX • %OHL OWFISF••••••••• We b• ••••) Flight Options, LLC Nimbor ars11 Mont 26180 Curtiss—fright Parlamy i see heee PO SS OM SLATE BP Da Richmond Heights OH 44143 O CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION' Rood Kw following statement before Signing this appIMMIOn. This portion MUST M Completed. A Apse & dta, fl ew io a,y cb•ala, • the MT wt ion Oro 0 4,40110, 0 04444e 1 DV 1,4 00 1 P 4 4, 44”1184 1 (US Cado. Ms IS. Sat leCnI • CERTIFICATION in nwi lip tea owe es am-00 Wino ~am moat a foe ma fame oayer•ka• AI Pe MY Beeps POI •••• 004 do ein e. 0•• • or Odes 4,11 AS APPPOPRIAlt O. 0 A MPS* Sr. at OM .01811110n (Ran 140 orb= 1401) Na b. 0 A imam ctoporollon orgorst80 on] etdo twos war sr lims a man N old Sent • tad derl cagy ...ad • Po 1,010 414180 PROPS Or 44.1 'Con •• roratiro lof 0 10011101 a as rm re alciall • ••• aura a no ors of am age mar wd PI nes bpi mesa al 00r0100 IS 8810040 or tas 000 1180 010 Ps Nand Sr ac , /4rneritaton NOTE: II aelOAEO lot 000evinNo WI &Maga MEI sr use name *de if n0c0SSary TYPE OR NAME S TURF Assistant Seeretar: Da* tit tions, ac O,.4lit,o• a TITLE Otql Sees R. Dauterman SIONMURE TITLE 5 DATE HOVE Prang •••••••IIIII C41•••• a AMIS. FIPIIISIo• es moth mop t• operas, 15 • Crincol toP maw el Ii0 0•I. d••••• alth win to PM Copp • NA IltOIN•••• malIIII(01•F • Ia AMIE PC Ran 10504 Dom gosigo4204037) i - -- SDNY_GM_02756045 :T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00242967 EFTA01328083 • VilOW41)10 Alit VWOHENO 92 £ WI 61 MN SOO? 8U NOUV8191038.13,12108 11 are Hu M gpl4., SONY_GM_02756046 7 TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00242968 EFTA01328084 ATTACHMENT TO AIRCRAFT REGIST TION APPLICATION 519° 5 Reg #: N793TA Model: Raytheon Aircraft Company 400A SIN#: RK-244 Owning an undivided Name of Applicant: Interest of: Address: 1.) Southeastern Mills, Inc. 12.50% of 100% Shown on Original form hereto Anthony Zingale & Teresa M. Zingale - 2.) Trustees 6.25% of 100% Shown on Original form hereto 3.) Robert Kettler 6.25% of 100% Shown on Original form hereto 4.) Samair, Inc. 6.25% of 100% Shown on Original form hereto 5.) Ronald A. Elenbaas 3.125% of 100% Shown on Original form hereto 6.) Ascent II, LLC 3.125% of 100% Shown on Original form hereto 7.) Prime Time Associates, LLC 6.25% of 100% Shown on Original form hereto 8.) Dockery Leasing Corporation 6.25% of 100% Shown on Original form hereto 9.) RAF Real Estate Services, LLC 12.50% of 100% Shown on Original form hereto 10.) Kitties Flight Ops, LLC 9.375% of 100% Shown on Original form hereto 11.) JHPH, LLC 6.25% of 100% Shown on Original form hereto 12.) George H. Davis. Jr. 3.125% of 100% Shown on Original form hereto 13.) Signatures: Tine: Date: Assistant Secretary of Flight Options. LLC aS Attorney-in-Fact for auwrman 1.2.3.4.5.6.7.8.9.10.11.12 bryn-c By signing above. the appicam agrees and stipulates (I) to the terms. conditions and certification of the AC Fenn 8050-1 Aectaft Registration Application. to which this page is attached (the -Application), (II) that all of the information set forth on the Application is true and cunect as of this date, and Oh the Apple-aeon may be executed by the co-owners by executeig separate counterpart signature pages. each of which when so executed and delivered shal be an original. but an such oat:ripens shall together constmae but one and the same application. SDNY_GM_02756047 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242969 EFTA01328085 Viii0HV1NO All3 VVIOEIV1)10 92 C Wd 61 AIN S002 89 NOLINKSI030 lAVE:138O1 vy± HUM 03113 SONY_GM_02756048 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242970 EFTA01328086 FORM APPROVED 4 01010 NO. 2120-0002 UNITED STATES OF AMERICA iv U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION KK 0 3 5 8 0 ADMINISTRATION AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL CONVEYANCE RECORDED AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CRIBED AS FOLLOWS: . UNITED STATES 200s JUL 18 Pfil 3 25 REGISTRATION NUMBER N793TA FEDERAL AVIATION AIRCRAFT MANUFACTURER & MODEL ADMINISTRATION RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS 1 5T DAY OF MAY, 2005 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS Do Not Wrlie In This esesek IN AND TO SUCH AIRCRAFT UNTO: FOR FM USE ONLY NAME AND ADDRESS (IF INDIVIDUAL (5). GIVE LAST NAME. FIRST NAME. AND MIDDLE INITIAL.) re w QFLIGHT OPTIONS, LLC 6.25% OF 10O% r 26180 CURTISS-WRIGHT PARKWAY 0 Ce RICHMOND FITS., OH 44143 ' z a. DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 1 ST OF MAY, 2005. NAME (S) OF SELLER SIGNATU (S) TITLE (TYPED OR PRINTED) (IN INK) (IF CUT 0 FOR (TYPED OR PRINTED) C' OWNERS AL UST SI W -I -I IN COLAS, INC. JAMES R. DAUTERMAN TANT SECRETARY OF FI.ICHT OPTIONS, LLC 0 ACTING AS ATTORNEY- IN-FACT FOR COLAS, INC. ACKNOWLEDGEMENT (NOY REQUIRED FOR PURPOSES OF FM 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 9: MD CO'SS 9:Mil-TEEM SDNY_GM_02756049 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 0024297I EFTA01328087 VWOHVmo VWOHVlN0 92 C bid 6I AUW SOP? HI3 HOUVHISI038 IdVH3HIV VVI HIIM 03111 SDNY_GM_02756050 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFIA_00242972 EFTA01328088 FORM APPROVED OMB NO 2120-0042 ro UNITED STATES OF AMERICA 0 U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION KK 0 35 8 0! N ADMINISTRATION AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL CONVEYANCE RECORDS D AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CRIBED AS FOLLOWS: . UNITED STATES 2005 .JUL 18 PM 3 2E REGISTRATION NUMBER N 793TA FEDERAL AVIATION AIRCRAFT MANUFACTURER & MODEL ADMINISTRATION RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS it DAY OF APR., 2005 ' HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS Do No4 Wine In Tha Block IN AND TO SUCH AIRCRAFT UNTO: FOR FAA USE ONLY NAME AND ADDRESS (IF INDIVIDUAL (5). GIVE LAST NAME. FIRST NAME. AND MIDDLE INITIAL ) PURCHASER GEORGE H. DAVIS, JR. 3.125% OF 100% 26180 CURTISS-WRIGHT PARKWAY RICHMOND HEIGHTS, OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 19"' DAY OF APR., 2005. NAME (S) OF SELLER IGNATURE S) TITLE (TYPED OR PRINTED) IMO (IF EXE FOR (TYPED OR PRINTED) ERSHIP L ST SI ce w FLIGHT OPTIONS, LLC ISTANT —i to J ES R. DAUTERMAN SECRETARY ro ACKNOWLEDGEMENT. (NOT REQUIRED FOR PURPOSES OF FM 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 SONY_GM_02756051 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242973 EFTA01328089 A110 V1101-ITDIO Se £ Lid 61 AN SOO? E8 N011VSIS103N 131790EIV VVJ HUM 031IA SDNY_GM_02756052 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242974 EFTA01328090 KK03580 4 CONVEYANCE RECORDED FAA RELEASE 2005 JUL 18 PM 3 20 Raytheon Aircraft Credit Corporation (the "Secured Party") Ffiet01 1ATIO N UMIN ATION party under the Security Agreement desdibed and defined on Exhibit A attached hereto, hereby releases from the terms of the Security Agreement all of its right, title and interest in and to the Aircraft described and defined on Exhibit A attached hereto. 14. Dated this 6— day of SAytua.4...tr _ , 2005. Raytheon Aircraft Credit Corporation By: Andrew A. Mathews Title: President 20640 SDNY_GM_02756053 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242975 EFTA01328091 YHOHY1NO A110 VHOHTDIO SZ C bid 6I AN SOO? 813 NO11Vk11SIO3U liviouty yv 1111/4 03113 SDNY_GM_02756054 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242976 EFTA01328092 e Cs ta. C5 Exhibit A FAA Release Security Agreement Supplemental Aircraft Inventory Security Agreement dated as of June 12, 2003 between Raytheon Aircraft Credit Corporation, as secured party, and Flight Options, LLC, as debtor (with the Amended and Restated Aircraft Dealer Floor Plan Financing and Security Agreement, dated as of June 12, 2003 between Raytheon Aircraft Credit Corporation and Flight Options, LLC, attached thereto), recorded by the FAA on July 17, 2003, as Conveyance Number SI22733; further secured by the Supplemental Aircraft Security Agreement dated May 27, 2004 between Raytheon Aircraft Credit Corporation, as secured party, and Flight Options, LLC, as debtor, Ittoyeta ‘r-{ the FAA on rtItiortAt Lki as6,0 estkovtia9.110-4)* (collectively the "Security Agreement"). The Aircraft remains subject to the Supplemental Aircraft Security Agreement dated October 4, 2004 between Raytheon Aircraft Credit Corporation, as secured party, and Flight Options, LLC,•as debtor, filed with the FAA on October 4, 2004 but not yet recorded; and further secured by the Supplemental Aircraft Security Agreement dated October IS, 2004 between Raytheon Aircraft Credit Corporation, as secured party, and Flight Options, LLC, as debtor,,ttrithal,14.kthe FAA on54,74,2ot 0,1ottc,45 Coviies up.(/14 4043; and further secured by the Supplemental Aircraft Security Agreement dated December 9, 2004 between Raytheon Aircraft Credit Corporation, as secured party, and Flight Options, LLC, as debtor, filed with the FAA on December 9, 2004 but not yet recorded. Aircraft One (1) Raytheon Aircraft Company model 400A aircraft bearing manufacturer's serial number RIC-244 and United States Registration Number N793TA, together with two (2) Pratt & Whitney Canada, LTD. model JTI 5D-5 aircraft engines bearing manufacturer's serial numbers PCE-JA0256 and PCE-JA0257 20640 SDNY_GM_02756055 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242977 EFTA01328093 YWOHV1NO Am vniournio 9? £ Wd 6i OW SQO? JB NOW48181938 lit/U0811/ v Id HUM 03114 SDNY_GM_02756056 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242978 EFTA01328094 • K K 0 3 5 8 0 3 FAA PARTIAL RELEASE CONVEYANCE RECORDED Raytheon Aircraft Credit Corporation (the "SecureiPSPOtvq acf9 3 20 LnAnVIATIO secured party under the Security Agreeritent described and altitr% SnATIONN Exhibit A attached hereto, hereby releases from the terms of the Security Agreement all of its right, title and interest in and to the Released Aircraft Interest described and defined on Exhibit A attached hereto. As to all collateral covered by the Security Agreement except the Released Aircraft Interest, the Security Agreement shall remain in full force SE °MED CONVEYA! and effect. -14-PA NUMBER PA Dated this 3°' day of f-c bizaosi . 2005. Raytheon Aircraft Credit Corporation By: Name: Andrew A. Mathews Title: President Chi* *:er, rs ' •• ;2. :H. 20640/ SDNY_GM_02756057 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242979 EFTA01328095 VIVOKV-DIO VHOHTDIO SZ E Wd 6I AUW SW? did NOI1V81515311 1JVNOHIV VVJ H11M 03114 SDNY_GM_02756058 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242980 EFTA01328096 I, • Exhibit A FAA Partial Release Security Agreement Aircraft Inventory Security Agreement dated as of January 28, 2005 between Raytheon Aircraft Credit Corporation, as secured party, and Flight Options, LLC, as debtor, (with the Amended and Restated Aircraft Dealer Floor Plan Financing and Security Agreement, dated as of June 12, 2003 between Raytheon Aircraft Credit Corporation and Flight Options, LLC, attached thereto as Exhibit A), tctoraS the FAA on ?exam al, 200505 Comxtott No. ftunoan42,k (collectively the "Security Agreement"). Released Aircraft Interest Three and one-eights percent (3.125%) undivided interest (representing the undivided inferest conveyed to George H. Davis, Jr.) in and to the Aircraft defined below (the "Released Aircraft Interest") Aircraft One (1) Raytheon Aircraft Company model 400A aircraft bearing manufacturer's serial number RK-244 and United States Registration Number N793TA, together with two (2) Pratt & Whitney Canada, LTD. model JT I 5D-5 aircraft engines bearing manufacturer's serial numbers PCE- JA0256 and PCE-JA0257 (collectively the "Aircraft"). 20640/ SDNY_GM_02756059 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242981 EFTA01328097 • •2 VPIONV1)10 All3 VII001)10 9Z £ Lid 61 Alibi SOO? NOLLVILLS1338 1090819 HIIM 03114 SDNY_GM_02756060 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242982 EFTA01328098 • L.k • , KK035 8 OE C3 CONVEYANCE RECORDED FAA PARTIAL RELEASE 2005 JUL 18 Pfl 3 20 Raytheon Aircraft Credit Corporation (the "Secured Party") asFidand- AVIATION ADMINISTRATION A party under the Security Agreement described and defined on Exhibit attached hereto, hereby releases from the terms of the Security Agreement all of its right, title and interest in and to the Released Aircraft Interest described and defined on Exhibit A attached hereto. As to all collateral covered by the Security Agreement except the Released Aircraft Interest, the Security Agreement shall remain in full force and effect. Dated this d i day of , 2005. Raytheon Aircraft Credit Corporation By: ASSdrew 4. Mathews Title: President 20640 SDNY_GM_02756061 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242983 EFTA01328099 VilOHY1)10 A110 VIIONV1g0 90 £ bid 6T Mild SOB2 88 WHIV8LS103)i Idtql38Pir VVi HUM 03113 SDNY_GM_02756062 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242984 EFTA01328100 0 (4 bJ Exhibit A FAA Partial Release Security Agreement Supplemental Aircraft Inventory Security Agreement dated as of June 12, 2003 between Raytheon Aircraft Credit Corporation, as secured party, and Flight Options, LLC, as debtor (with the Amended and Restated Aircraft Dealer Floor Plan Financing and Security Agreement, dated as of June 12, 2003 between Raytheon Aircraft Credit Corporation and Flight Options, LLC, attached thereto), recorded by the FAA on July 17, 2003, as Conveyance Number S122733; further secured by the Supplemental Aircraft Security Agreement dated May 27, 2004 between Raytheon Aircraft Credit Corporation, as secured party, and Flight Options, LLC, as debtor, ciessaitt by the FAA on cicIptitatm 4 I actsos etivepallort1403%40 further secured by the Supplemental Aircraft Security Agreement dated October 4, 2004 between Raytheon Aircraft Credit Corporation, as secured party, and Flight Options, LLC, as debtor, filed with the FAA on October 4, 2004 but not yet recorded; and further secured by the Supplemental Aircraft Security Agreement dated October 15, 2004 between Raytheon Aircraft Credit Corporation, as secured party, and Flight Options, LLC, as debtor, (tezreibi b'-\ the FAA on 34nucuNigil aftg, et% Ctruirimer1kar(b)Ita and further secured by the Supplemental Aircraft Security Agreement dated December 9, 2004 between Raytheon Aircraft Credit,Corporation, as secured party, and Flight Options, LLC, as debtor, filed with the FAA on December 9, 2004 but not yet recorded (collectively the "Security Agreement"). Released Aircraft Interest Three and one-eighths percent (3.125%) undivided interest (representing the undivided interest conveyed George H. Davis, Jr.) in and to the Aircraft defined below (the "Released Aircraft Interest"). Aircraft One (I) Raytheon Aircraft Company model 400A aircraft bearing manufacturer's serial number RK-244 and United States Registration Number N793TA, together with two (2) Pratt & Whitney Canada, LTD. model JT15D-5 aircraft engines bearing manufacturer's serial numbers PCE-JA0256 and PCE.:JA0257 20640 SDNY_GM_0276.606.3 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242985 EFTA01328101 VIIOHT1NO .1,110 VH01O1)10 92 £ bid 6T AM SOOT 89 NORVUISIO3U1M4OHIV vvi HUM 03113 SDNY_GM_02756064 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242986 EFTA01328102 Yr0 4 0 0 3 9 CONVEYANCE FAA RELEASE RECORDED 2005 APR 26 PPJ 1 27 Raytheon Aircraft Credit Corporation (the "SpfuEid t.p elas secured party under the Security Agreement describitHilikts difift611 on Exhibit A attached hereto, hereby releases from the terms of the Security Agreement all of its right, title and interest in and to the Aircraft described SEE RECORDED CONVEYANCE and defined on Exhibit A attached hereto. NUMBER S ia?7 S,3 Dated this IS day of n , 2005. DOC ID e, 3V/ PAGE Raytheon Aircraft Credit Corporation By: A Name: Andrew A. Mathews Title: President 20640i SDNY_GM_02756065 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 1O, 15, and 17 EFTA 00242987 EFTA01328103 '19 VIIONV1)10 ADO VII0HV1510 10 2 ILId I2 UM SOO? de NOILVUISIO3a VV! HUM 0311j SDNY_GM_02756066 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242988 EFTA01328104 Exhibit A FAA Release Security Agreement Supplemental Aircraft Inventory Security Agreement dated as of June 12, 2003 between Raytheon Aircraft Credit Corporation, as secured party, and Flight Options, LLC, as debtor (with the Amended and Restated Aircraft Dealer Floor Plan Financing and Security Agreement, dated as of June 12, 2003 between Raytheon Aircraft Credit Corporation and Flight Options, LLC, attached thereto), recorded by the FAA on July 17, 2003, as Conveyance Number S122733; further secured by the Supplemental Aircraft Security Agreement dated October 4, 2004 between Raytheon Aircraft Credit Corporation, as secured party, and Flight Options, LLC, as debtor, recorded by the FAA on April 7, 2005 as Conveyance No. YY039873; and further secured by the Supplemental Aircraft Security Agreement dated October 15, 2004 between Raytheon Aircraft Credit Corporation, as secured party, and Flight Options, LLC, as debtor, recorded by the FAA on January 20, 2005 as Conveyance No. P002013 (collectively the "Security Agreement"). Aircraft One (1) Raytheon Aircraft Company model 400A aircraft bearing manufacturer's serial number RIC-244 and United States Registration Number N793TA, together with two (2) Pratt & Whitney Canada, LTD. model JTISD-5 aircraft engines bearing manufacturer's serial numbers PCE-JA0256 and PCE-JA0257 20640 SDNY_GM_02756067 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242989 EFTA01328105 VW0HEIN0 A110 a01O11.0 al SE 10 2 bid 12 83114an1081V. as NOILVIUS103 MIA 0 VV SONY_GM_02756068 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242990 EFTA01328106 FOPS ORONO ip OM Ne 2120•0042(23 IC UNTIED MSS OP a OEPAMIENT OF MAMPORTATIC•4 mega amp* marrawcamwo owawalaT AlWiewarces cam a MICSAFT PESSIMISM APPLICATION CC CERT ISSUE DATE I-, n u Daisias 1iim) mai °mama P4 793TA anon MANUFICTIA/01 4 TACOS Raytheon Aircraft Company 400A MOW( SEM. Nis yy Apil 26 1065 RY-746 FOR FAA USE ONLY TYPE Of MOISTIVOION (Seth an WO CI t wear CI 2. Partnership El 3. common q 4. co -yew 0 s. own. 0 8."‘"als` MAZE OF APPLICANT (Panot) town am Mon 0 wale • ass 1k me nn* a left w eadge Ma) III 13.) Flight Options, LLC 15.625% of 100% S ee Attachment &arcs 4...nirs%) TELEPHONE NOW ( / itORESS (Mewl map Newt Ice be opkan MedI piP.0.50% 4 ad . OMNISame mut Mote net) Flight Options, LLC Note Ind met 7 6 1 80 Cnrties-wright Parts-my met Pos. PO. ow an STATE ZIP COOS Richmond Heights OH 44143 B., CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION I React the following idliterneel Wore Signing this application. This portion MUST be COMTNON.O. AIMS a Scree no sa ape [la e ins 1990400101 me, to °ands for entrap n fro ind'or 4,1X.Orm4re I Cods re. lit Sc ICS/ CERTIFICATION ME CERTIFY (I) The We Nan MOS le awed IN tot wawa:PS worm t. el* S • man *Mee Seel al to timid SS Ira *Se stet Oe nom el nee: ). or OW ac AS AMPOPPLOE a O A rear Om ad, alen ngistralert roan 1.131 a Fon• .441) N. 0 O A fal<MIZON 03990rall:0 fl ea*, IN ClOrg WOOS IPSO OM lam 0 ENO* ere said Oast • Sad and Weals moan* WPM ISM ANS a Sr burl an emarne• Is Mimeo at os nisi we moan is rea greed spew Pe Iess 0 WI lamp teal. rd CP TM 595 99990909 a 0900,111, is SOW at hie two MS am We Fess 90400n I-9,0.00°n NOTE It teICUNCI kit COSMWSTOP NT Mc/Wants mull 9.? US. WSW PM d necessary TYPE IM NAME SIGNATURE nniAssistant Secretar]pon li f 64ight Options,LLC ct.tq4:: b TntE Ern James R. Dauterman -;.k3 GATE SIONATUPE TrTIE W MOTE Pees amp S The Ciptelemoi Anal Moineat M sash inip be coned an • failed AO 0. *au of 90 42919 Mrs sad' ime Pe Pm emcee* sposcsace true be mese e re one PC Fro 110931 (LW) (00524:042800V) SDNY_GM_02756°69 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00242991 EFTA01328107 • ViI0I1VM0 ADO Vii0HV1)10 S. 6 LIU 61 8dd SOO? 89 hOIMIS1038 IlifV3211V VVd liM 03113 SONY_GM_02756070 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA 00242992 EFTA01328108 Ca Ca ATTACHMENT TO AIRCRAFT REGISTRATION m APPLICATION darnd (-1+1 03 ry Reg #: N793TA Model: Raytheon Aircraft Company 400A &N4: RK-244 Owning an undivided Name of Applicant: Interest of: Address: 1.) Southeastern Mills, Inc. 12.50% of 100% Shown on Original form hereto 2.) Colas, Inc. 6.25% of 100% Shown on Original form hereto Anthony Zingale & Teresa M. Zingale - 3.) Trustees 6.25% of 100% Shown on Original form hereto 4.) Robert Kettler 6.25% of 100% Shown on Original form hereto 5.) Samair, Inc. 6.25% of 100% Shown on Original form hereto 6.) Ronald A. Elenbaas 3.125% of 100% Shown on Original form hereto 7.) Ascent II, LLC 3.125% of 100% Shown on Original form hereto 8.) Prime Time Associates, LLC 6.25% of 100% Shown on Original form hereto 9.) Dockery Leasing Corporation 6.25% of 100% Shown on Original form hereto 10.) RAF Real Estate Services, LLC 12.50% of 100% Shown on Original form hereto 11.) Kitties Flight Ops. LLC 9.375% of 100% Shown on Original form hereto 12.) JHPH, LLC 6.25% of 100% Shown on Original form hereto 13.) Signatures: Title: Date: Assistant Secretary of Flight Options, LLC Acting as Attorney-in-Fact for ijA amen • Nerman 1.2.3.4.5.6.7.8.9.10.11.12 4-tq-os 8y signing above. the *pecan agrees and stipulates (I) lo the tame, conditons and codification of the AC Form 8050-1 Mash Registration Application. to which this page is abashed (the 'Application". (II) that all of the information set Iona on ow Application Is true and aired as of ads date, and (11) the Application may be natured by the co-owners by executing separate riflemen signature pages. each ol which when es needed and delivered shall be an MOW, ha all such counterparts shall together constitute but one and thesame application. SDNY_GM_02756071 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242993 EFTA01328109 • Ai itrotiovnfigit 0 tiaL:o:::361:18ddYLIVO: Vtid HIM 0311.1 SONY_GM_02756072 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242994 EFTA01328110 FORM APPROVED OMB NO. 2120-0042 UNITED STATES OF AMERICA O1 'U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION "4 ADMINISTRATION YY040038 AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CRIBED AS FOLLOWS: RECORDED UNITED STATES REGISTRATION . 2055 APR 26 flP1 11 54 NUMBER N 793TA AIRCRAFT MANUFACTURER & MODEL FEDERA • AVIATION RAYTHEON AIRCRAFT COMPANY 400A ADMINIri riiATION AIRCRAFT SERIAL NO. RK-244 DOES THIS 12T" DAY OF APR., 2005 HEREBY SELL. GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS Do Not Wdte In This Block IN AND TO SUCH AIRCRAFT UNTO: FOR FAA USE ONLY NAME AND ADDRESS (IF INDIVIDUAL (S). GIVE LAST NAME. FIRST NAME. AND MIDDLE INITIAL.) PURCHASER JHPH, LLC 6.25%0F 100% 26180 CURTISS-WRIGHT PARKWAY RICHMOND HEIGHTS, OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD _SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 12 " DAY OF APR., 2005. NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPED OR PRINTED) (IN IN. XECUTED FOR (TYPED OR PRINTED) CO-OW ERS P. ALL MU SIGN.) w FLIGHT OPTIONS, LLC ,_..› ASSISTANT tu JAMES R. DAUTERMAN SECRETARY u) ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FM 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 " SDNY_GM_02756073 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242995 EFTA01328111 VWOtiV1NO A113 Vi101-1V1NO LS 6 WY 61 NEI SOU? 88 NOIIVNISIO38 14V838IV %FYI HAIM 03114 SDNY_GM_02756074 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242996 EFTA01328112 OMB NO 2120'004/ , I ::71 UNITED STATES OF AMERICA cn U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ...} ADMINISTRATION • YY040037 ,0 AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CCNVE.YANCE CRIBED AS FOLLOWS: . RECORDED UNITED STATES REGISTRATION 2065 APR 26 AM 11 54 NUMBER N 793TA AIRCRAFT MANUFACTURER & MODEL FEDE iAI. AVIATION RAYTHEON AIRCRAFT COMPANY 400A ADM NIS NATION AIRCRAFT SERIAL NO. RK-244 DOES THIS 6 TN DAY OF APR., 2005 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS Do Na WM. In Thgs Stock IN AND TO SUCH AIRCRAFT UNTO: F OR FAA USE ONLY NAME AND ADDRESS (IF INONIDVAL (5). GIVE LAST NAME. FIRST NAME, AND MIDOLE INITIAL.) CC L11 cn < KITTLES FLIGHT OPS, LLC 9.375% OF 100% r c.) 26180 CURTISS-WRIGHT PARKWAY ce RICHMOND HEIGHTS, OH 44143 I D a. DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 6 "DAY OF APR., 2005. NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPED OR PRINTED) (IN INK) CUTED FOR (TYPED OR PRINTED) OOWNE ALL MUST re FLIGHT OPTIONS, LLC SSISTANT -I tu JAMES R. DAUTERMAN SECRETARY co ACKNOWLEDGEMENT MOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (9/92) (N$N 0052-00-629-0003) Supersedes Previous Edition • . _. SDNY_GM_02756075 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242997 EFTA01328113 VW01-1110 VWCIHV-010 A.1.10 SUS? 6 6 W9 6Ilial 801.11'clISIO3U liTlialY lie Vki 2 HUM 03111 SDNY_GM_02756076 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00242998 EFTA01328114 FORM APPROVED Ce.l OMB NO. 2120-0042 0.1 UNITED STATES OF AMERICA cn U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION Ci ADMINISTRATION Y040036 AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF 51.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL CONVEYANCE AND BENEFICIAL TITLE OF THE AIRCRAFT DES- RECORDED CRIBED AS FOLLOWS: . UNITED STATES REGISTRATION 2005 fiFR 26 AFI 11 54 NUMBER N 793TA AIRCRAFT MANUFACTURER & MODEL ft- 0 h RAl. AVIATION RAYTHEON AIRCRAFT COMPANY 400A AD 1NIS NATION AIRCRAFT SERIAL NO. RK-244 DOES THIS 6 I" DAY OF APR., 2005 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE. AND INTERESTS Do Not VVnIc In Thos Brock IN AND TO SUCH AIRCRAFT UNTO: FOR FAA USE ONLY NAME AND ADDRESS (IF INDIVIDUAL (S). GIVE LAST NAME. FIRST NAME, AND MIDOLE INITIAL.) PURCHASER RAF REAL ESTATE SERVICES, LLC 12.50% OF 100% 26180 CURT1SS-WRIGHT PARKWAY RICHMOND HEIGHTS, OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 6 114 DAY OF APR., 2005. NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPED OR PRINTED) (IN INK) (IF D FOR (TYPED OR PRINTED) E IP. AL MUST SI SELLER FLIGHT OPTIONS, LLC SISTANT JAMES R. DAUTERMAN SECRETARY ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FMRECORDING: 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 SDNY_GM_02756077 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00242999 EFTA01328115 VA010-010 _ tIrkOHNIOW }ale )5 6 Vis'a t""13`0301:0 "21' tilS103a c1 14011.`1 ws,‘ G3113 ‘4 SDNY_GM_02756078 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243000 EFTA01328116 U.S. DEPARTMENT OF TRANSPORTATION SEE CONVEYANCE NO - FEDERAL AVIATION ADMINISTRATION CROSS-REFERENCE—RECORDATION HUNG DATE: This form is to be used in taus what 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 SUPPLEMENTAL AIRCRAFT INVENTORY SECURITY AGREEMENT 10/4/2004 (SEE MASTER N798TA, CONVI 5122733, C306, PG I) FROM DOCUMENT NO. FLIGHT OPTIONS LLC TO OR ASSIGNED TO yyo 39873 DATE RECORDED RAYTHEON AIRCRAFT CREDIT CORP CI - 7 -0C- THEIOLLOWING COLLATERAL IS COVERED DY-TIIE CONVEYANCE: AIRCRAFT (List by natation number) I TOTAL. NIIMRCR NVOI VP]) 16 N402CW N4 I8CW N422CW N456CW N462CW N482CW N78TTA ...........- N793TA N729TA N754TA N8I6CW N862CW N3I6CW N6OSTA N6I9TA N257CW • ENGINES I TOTAL NIIMAM( OWN VET) 32 MAKE(S) • SERIAL SEE ATTACHED LIST NO. SEE ATTACHED LIST PROM I Fps I TOTAL MINIM; INVOI YEN) MAKE(S) SERIAL NO. SPARE PARTS -LOCATIONS I TOTAL NI PARER INVOLVED LOCATION RECORDED CONVEYANCE FILED IN: N798TA, S/N RK-198, RAYTHEON AIRCRAFT CO 400A AC FORM 8050-23 OAR) (0052-00-5824000) SDNY_GM_02756079 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243001 EFTA01328117 SDNY_GM_02756080 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243002 EFTA01328118 POKY APPA040 CMS No 21304012 tasters OF PAIDICA OEPARTMINIT OF leAPPWORSO1311 -air Acelleneessilea liesellen astasuraw MOM C • ARORAFT FIESSIRATION PIPUOCCIN CERT. ISSUE DATE REersgi-t. insit Tiry takul 11 MISOFIAFF MANUFACTURE51• MOM 79STA IOC APR 052005 Raytheon Aircraft Company 400A i.: AfICRAFT SERIAL No E RK-244 FOR FAA USE ONLY l' TYPE OF FIEGEOR/MON lase tee al cr o I. Wolnidtel 0 2. Fartrorsty 0 3. OnaNcel 0“. Coolmor 0 8. 08vI. 0 8 '4""caN" 14 NAME OF *m(JNw "wry thaw ca saws re sawn I roast Ms V An Ire rah evi 1 hien • 10.) Flight berim6S, LLC 43.752 of 1002 . 6ee Attachment a irjaf,e a 3-1 ) TELEPHONE IOW 1 ) ADDRESS (Pewee. Se envie tot Nit spoken lielseill P.O SOX Is tree Wein. wows sal we am rani Flight Options, LLC Melba eel Mee 26180 Curtioo-Wright Parkway Rued Roble CRY STATE ZIP CODE Richmond Heights OH 44143 0 CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS a ATTENTION? Reed the following statement before signing this application. This portion MUST be completed. Ei A Nye or Obtchtel ins WV tbAISSOA II MS •Qpiatte Cade. Teo 18. Sac. KO!1 CERTIFICATION y tie QtviVfil /V NM/W. by NOard OF rwsorwent NYE crAnry IN Tel es saw was s ,.ad by b, assayed sisicant who re • Cithen Inter, Coinerinvel of Ihe Lite Saw (fa cep hot ftwe on of hate. 1. a CHECK ONE AS APPliCeitATE 5. 0 A meant eon. eon moo erosion (Form 1-151 te Ppm 145i) No b 0 A roaellizen oarporako aparaier ere dote business weer S. lees * NISI ere MO Seel is Mein ore panety reel in S. Voted Stake hearth flee bum ore wean la SePielon el CM Thew wale • me remind wen we lends" boor county end Pi The See veleta Cl own.a Shp ye rem Mn Net web ye fetes Anne, terienomon NOTE: 11 exeCuliel IX COOMMISPC al 111:0•011/45 vas sip Use reeve Sec F horieSSoty TYPE a P SAGNATO mu ASSibmant. Sect eLai Joan • f Flight Options, LL a nne •`O owE James R. Dauterman I li SKVIATUFIE TIRE °AYE NOTE Pray Nome d the Central, Cl Nene Rego.... We eine ea be woos la ii talle5 STN iii oxen Cl b dal. ewe mutt km to PINK OW Cil OM looicami, we be any. In Ow map* AO ram 0050.1(903) (C0524:01284037) SDNY_GM_02756081 7..-1TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00243003 EFTA01328119 • 1- • vW0Hv7H0 • • AllO vHourix0 T•i j Ltd T NNWsoot N0il valsioaa VYJ HAIM 03114O10HIV 11 SDNYGM02756082 :T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFIA_00243004 EFTA01328120 ATTACHMENT TO AIRCRAFT REGISTRATI ... ONI 4.; APPLICATION cbicto, Reg #: N793TA Model: Raytheon Aircraft Company 400A S/N#: RK-244 Gd Me ca Owning an undivided ca Name of Applicant: Interest of: Address: 1.) Southeastern Mills, Inc. 12.50% of 100% Shown on Original form hereto 2.) Colas. Inc. 6.25% of 100% Shown on Original form hereto Anthony ZIngale & Teresa M. Zingale - 3.) Trustees 6.25% of 100% Shown on Original form hereto 4.) Robert Kettler 6.25% of 100% Shown on Original form hereto 5.) Samair, Inc. 6.25% of 100% Shown on Original form hereto 6.) Ronald A. Elenbaas 3.125% of 100% Shown on Original form hereto 7.) Ascent II, LLC 3.125% of 100% Shown on Original form hereto 8.) Prime Time Associates, LLC 6.25% of 100% Shown on Original form hereto 9.) Dockery Leasing Corporation 6.25% of 100% Shown on Original form hereto 10.) 11.) 12.) Signatures: Title: Date: Assistant Secretary of Flight Options, LLC Acting as Attorney-in-Fact for .3,4,5,6.7.8.9 ames woman By spreng above. the applicant agrees and stipulates (I) to the terms. conditions and <ealleation of the AC Form 8050-1 Airmail Registration Pocatello°. to which this page is attached (the 'Application. ). (II) that an of the nformabon set forth on the Application is true and cured as of this dale. and (III) the Application may be executed by the co owners by exec:ming separate counterpart signalise pages, each of which when so executed and delivered shall be an original. but al such counterparts shall together constitute but one and the same apoicaton. SDNY_GM_02756083 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243005 EFTA01328121 VWOHVlm0 .1110 MOHM/0 I bid I OW S00? NOLLTUISIO3a 1JVUOHIV HUM 03114 SDNY_GM_02756084 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243006 EFTA01328122 FORM APPROVED OMB NO. 2120.0042 UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION X X 0 2 8 5 2 1 ADMINISTRATION AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CIIVEYARCE RECORDED CRIBED AS FOLLOWS: al UNITED STATES REGISTRATION - 2ti1i APR 5 6P11026 NUMBER N 793TA FEDERAL 1.1.:IATI0N . AIRCRAFT MANUFACTURER & MODEL AaiiiIISTRATION RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS 27Th DAY OF DEC., 2004 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS Do Not WM. In ThIs Mock IN AND TO SUCH AIRCRAFT UNTO: FOR FAA USE ONLY NAME AND ADDRESS (IF INDIVIDUAL (S). GIVE LAST NAME. FIRST NAME. AND MIDOLE INITIAL.) PURCHASER DOCKERY LEASING CORPORATION 6.25%0F 100% 26180 CURTISS-WRIGHT PARKWAY RICHMOND HEIGHTS, OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 27'H DAY OF DEC., 2004. NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPED OR PRINTED) (IN IMO I r CUTED FOR (TYPED OR PRINTED) iP ALL MU IGN.) W w FLIGHT OPTIONS, LLC ASSISTANT -I •-t -I w JAMES R. DAUTERMAN SECRETARY to ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FM 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 SDNY_GM_02756085 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_00243007 EFTA01328123 411,,viyoutrivo friyollfr73/0 " r ud —8 NO/lye?, r llud SOOT vvi ,cflmiO3:371dposiv SDNY_GM_02756086 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243008 EFTA01328124 xx 0 28 5 20 FAA PARTIAL RELEAS , Ly; %:CE RECOnED • :..7P nn 9 91 Raytheon Aircraft Credit Corporation (thd'mSecbrea Party") as secured party under the Security Agreement describpfkia9c-idpficgd on Exhibit A attached hereto, hereby releases from the terms of the Security Agreement all of its right, title and interest in and to the Released Aircraft Interest described and defined on Exhibit A attached hereto. As to all collateral covered by the Security Agreement except the Released Aircraft Interest, the Security Agreement shall remain in MI force and effect. BEE RECORD= CONVEYANCE rnr,o It)/ tainsp NUMBER Idaf 33\ Dated this e day of TeStactal 2005. DOC ID C PAGgij ka. Raytheon Aircraft Credit Corporation By: Name: Andrew A. Mathews Title: President 20640/ SDNY_GM_02756087 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 0024300 EFTA01328125 MOW/1M All3 VHOWV1510 II I Lid I [NJ SOU 88 NO11%18151038 3e3IV HUM 03113 • SDNY_GM_02756088 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243010 EFTA01328126 Exhibit A FAA Partial Release `J IU Security Agreement Aircraft Inventory Security Agreement dated as of January 28, 2005 between Raytheon Aircraft Credit Corporation, as secured party, and Flight Options, LLC, as debtor, (with the Amended and Restated Aircraft Dealer Floor Plan Financing and Security Agreement, dated as of June 12, 2003 between Raytheon Aircraft Credit Corporation and Flight Options, LLC, attached thereto as Exhibit A), filed with the FAA on January 28, 2005 but not yet recorded (collectively the "Security Agreement"). Released Aircraft Interest Six and one-fourth percent (6.25%) undivided interest (representing the undivided interest conveyed to Dockery Leasing Corporation) in and to the Aircraft defined below (the "Released Aircraft Interest") Aircraft One (1) Raytheon Aircraft Company model 400A aircraft bearing manufacturer's serial number RK-244 and United States Registration Number N793TA, together with two (2) Pratt & Whitney Canada, LTD. model JT15D-5 aircraft engines bearing manufacturer's serial numbers PCE- JA0256 and PCE-JA0257 (collectively the "Aircraft"). • 20640/ SDNY_GM_02756089 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002430 I I EFTA01328127 • • bid S15: VI/ HIM 0 3!ZS? 11.4 V SDNY_GM_02756090 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002430 12 EFTA01328128 U.S. DEPARTMENT OF TRANSPORTATION SEE CONVEYANCE NO FEDERAL AVIATION ADMINISTRATION CROSS-REFERENCE-RECORDATION FILM 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 SECURITY AGREEMENT 0128/05 FROM DOCUMENT NO. FLIGHT OPTIONS MM02742I TO OR ASSIGNED TO DATE RECORDED RAYTHEON AIRCRAFT CREDIT CORP February 22, 2005 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: AIRCRAFT (List by registration Rumba) I TOTAL NIIMRFR INVOI VET) 1 N698CW (31.25%) N8I ICW (18.75%) .N793TA (50.00%) GENERAL ELECTRIC CF34-3A 350125 350156 HONEYWELL INTERNATIONAL IFE731-5R P91122 P91123 PRATT & WHITNEY CANADA JTI5D-5 PCE-JA0256 PCE-JA0257 F:NGINES I TOTAL NIRARER NVOI VEll 6 MAKE(S) SERIAL SEE ABOVE ' NO. SEE ABOVE PROPELLERS 1 Trrrai NIIMRFR Two, vFn MAKES) SERIAL NO. SPARE PARTS -LOCATIONS I TOTAI • NIIMRFR INVOI VFI) LOCATION RECORDED CONVEYANCE FILED IN: N698CW 3008 CANADAIR CL. -601-2Al2 AC (l- )(0052-00-S32.4000) SDNY_GM_02756091 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243013 EFTA01328129 SDNYGM02756092 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 I EFTA_00243014 EFTA01328130 FOPS APPOVEILI Olt Pie allOtet UNITED STATES of MIFJVCA DEPARTSIT Of IONSPOREMON h3 1 Malt out tiannyinereal San etiona WM 0 -... :MOOT reoernuncti POUCH ON CERT. ISSUE DATE '4 IR LOOTED STATES AEGISTW31311 MAKER ti 7_93TA AMOR OVIUFACTUREN A WM Raytheon Aircraft Company 800A NOWT SEEM ii FEB 2 g 2005 RK-244 FOR FM USE ONLY TYPE OP PEOMMON Mho ore TO 0 E MOO 0 E Nana 0 3. CArpsralicei DEC.ant 0 S. Gos't 0 tl. ft' caan SE OF APPUCANT (Peleell OSA M MOON* Ol Pelee. II isleilel le• Se NOM *SI Ant. W ITS20.1. 41I • 9.) Flight Options, LLC 50.00% of 100% 6 .) ee Attachment cNoLiin, legaelAcfj MOO.MOM I ) ADORS'0Poss Ss. tan be itvisits* prop P.O. M9•eel eta at to be eat I Flight Optionsina lt Nast ad Ott 26180 Curtiss-Wright Parkway An RS Pal is an ME DP CODE Richmond Heights OH 44143 0 CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS AlTENTIONI Rad the Indorsing ittelnent DOOM Signing INS application. This portion RUST to cornplead. AOP • OPOW•I •••• • are Oran A ir• appkatel may CO got tnr, Anton by MO a d C. mortal Ala CS Thle It Sec ICON • CERTIFICATION II) It Ow ate Out • eat td Is Wed ant a.. weleonal applicant *A3 a • Oen (co lo mono) re el EMIR SO MA 0 Mt 14 011ICK OM AS APPROPIWEE • paten to MM Oen otalen Os o .IS, or Tee I WIN. — • 0 AIMS ceraten omit SC fag tam under Pe an cf afe. N rid tot • — ad pat/ ~MO tied Ste Oat is Ilepre Ter, se 2...2,au. IC. Illneake a SS Thal ea son is IVII eglieloti vet al an er JO 'Mir Meer ad 13) TM et Mena ol wont • teed te Me bit Ike MA Or FOSS MOON A6nrsibittaw, NOTE: u toad for 03-0eAnV AT ApPliante roei sign U90 reeYSO TOO ri noessani NAME TURF TITLE ant Secretary OATS 1 'x 0 g t Otpions, LLCk-In4:5 Tins oats James R. Dauterman ...*jek SCNATWE TOE Ott 14 MOTE Prep Moe SI re OASIS of Mt's (loglidellori, re see way Te weed lor a prod nce n tea • PO do duo aro Sr. as PM ow 0 la iota, — be est in Pa tali ACAms$3501m03) (03W4W2S.OXM SONY_GM_02756093 :T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00243015 EFTA01328131 •! VII0//1)10 c - • ' ADO VH01O1510 • ji0 C Lid LZ NUP SOO? a8 N011VU131938 1198381, Vtid H11M 03114 SON Y_GM _02 756094 TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA 00243016 EFTA01328132 ATTACHMENT TO AIRCRAFT REGISTRATION C APPLICATION oa s t), Va t}OS VI Reg #: N793TA . Model: Raytheon Aircraft Company 400A S/N#: RK•244 Owning an undivided Name of Applicant: Interest of: Address: 1.) Southeastern Mills, Inc. 12.50% of 100% Shown on Original form hereto 2.) Colas, Inc. 6.25% of 100% Shown on Original form hereto Anthony Zingale & Teresa M. Zingale - 3.) Trustees 6.25% of 100% Shown on Original form hereto 4.) Robert Kanter 6.25% of 100% Shown on Original form hereto 5.) Samair, Inc. 6.25% of 100% Shown on Original form hereto 6.) Ronald A. Elenbaas 3.125% of 100% Shown on Original form hereto 7.) Ascent II, LLC 3.125% of 100% Shown on Original form hereto 8.) Prime Time Associates, LLC 6.25% of 100% Shown on Original form hereto 9.) 10.) 11.) 12.) Signatures: Title: Date: Assistant Secretary of Flight Options, LLC A •ng as Attorney-in-Fact for .3.11c5.443,8 mcsK ra erman By signing above. the applicant agrees and stipulates (I) to the terms. conditions and cedificabon of the AC Form 8050-1 Moran Registration Application. to which das page is anached (the 'ApplIcallonl. (II) that all of the information set font. on the Application ts true and mated at of Ws date. and (III) the Application may be executed by the co-owners by executing separate comierpart signature pages. each of which when so executed and deflected shall be an original. but all such counterparts shall together constitute but one and the same application. SDNY_GM_02756095 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002430 I 7 EFTA01328133 VPIONVT.40 All0 tql0HVMO 110 £ bid LZ NIIP Re 119 NOUVUIS10313 InV3IJIV %lid 'MA10311.4 SDNY_GM_02756096 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243018 EFTA01328134 FORM APPROVED OM NO. 2120-0042 UNITED STATES OF AMERICA M. - ' ' ...i '14 1We 2 7 4 1 7 U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIA-T t. ADMINISTRATION AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DEGONVEYANCE RECORDED CRIBED AS FOLLOWS: . UNITED STATES REGISTRATION 2005 FEB 22 PM 4 11 NUMBER N793TA MEM, AVIATION AIRCRAFT MANUFACTURER & MODEL ADMINISTRATION RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS 27TM DAY OF JAN., 2005 HEREBY SELL. GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS Do Not Write In This Mock IN AND TO SUCH AIRCRAFT UNTO: F OR FAA USE ONLY NAME AND ADDRESS (IF INDMDUAL (S). GIVE LAST NAME. FIRST NAME. AND MIDDLE INITIAL.) PURCHASER FLIGHT OPTIONS, LLC 25.00% OF 100% 26180 CURTISS-WRIGHT PARKWAY RICHMOND FITS., OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 27T" OF JAN., 2005. NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPED OR PRINTED) (IN INK) ECUTED OR (TYPED OR PRINTED) O-OWNE SH , ALL M SIGN.) SELLER MICHELS PIPELINE i !STANT SECRETARY CONSTRUCTION, INC. JAMES R. DAUTERMAN OF FLIGHT OPTIONS, LLC ACTING AS ATTORNEY- IN-FACT FOR MICHELS PIPELINE CONSTRUCTION, INC. ACKNOWLEDGEMENT (NOVREQUIRED FOR PURPOSES OF FMRECORDING: 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 its SDNY_GM_02756097 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFI'A_00243019 EFTA01328135 c r r I VWOHY1)10 Alla C•101O1)10 60 £ Wd tz tier see th3 NOIlVa1S103N 10ThIlY rid ILLIM 031Id SDNY_GM 02756098 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243020 EFTA01328136 POPS aPPTICHEOL CMS N. 21204045 to UMW STATES a NICRICA OEFFRTMENT OF TROMPORIOTICel li NOWA. AMMON AcenITMICINISI MONFONY aliONAISICAL COMM AVCCAFT RITI011UMON APPUCATCM CERT ISSUE DATE '' REGI.T LIZION SZTIAABER IM 793TA COO AMMAR MANUFACTURER a M0CEL Raytheon Airetait 400A MOW! SEAM No. 2K-244 FOR FAA USE ONLY TYPE OF REOSTREDON 1000 ON UN 0 t MAIMS 0 E. PRINS* ID a Corporation MA 0,0•MIT 0 5. GOA. Ott ikna " r AMATO/ APPLICANT (lo.nea91 Soon a. *Aiwa 0 parentdo.PIMMOS. M r none. MI ANN, NM endr99 nag I ill 10.) Flight Options, LLC 25.00% of 100% (2ee Attachment kst\etszk k-. ks.crli,.$) •, numormarm, 3 ARMEN annword "ea ale is ant Nods IIIINOCIFO. BM( 91919 PrO•90 *doves ', at *no be TWAT / . • Flight Options. LLC Nolte er4101Mt isi rtn rn ir I' 4 CP-4,ir 14::ht Taerle, , r , y nal Plot PC. Iii an EWE Zr• MOE Richmond Heights ON 44143 o CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATEENT1ONI Awl the following newnent before signing this application. This portion MUST be completed. A See e deiblent PSI 9 env proton ,, On aopicaNn my, be °arras Tor consNort by One an, room:tunnel pAa Cca TIN W. SC. Mori CERTIFICATION • It) Sow So A I • owed by PA wenn, sant ...on dawn ircitorq capcono-el al Two MW FS. (Far KIN Most Mos awe al Insieeec _. I. Or CHECK CNE AS MNKIPPORE: a O A NNW Ow sin Ow mann (Form 1.151 co sow ISO) No O. O A was nn OliTaflan cooeread me ONg Wawa vibe to len of (s _ ea NM Sad 4 WAS ant pineely used Et We UMW RON Noosit We Non are aralobli OP esoecem al fa TAM ile SIM la ex oopinmou weer to bon of eng a obs 0 , 44*/ eV la TAM ears *two of wan* o None or Ns PM SW Nti Ps rebind Ancor Acenrostreten NOTE: II Welded Ire CO-Cntneahlp all amicsAS mint or Use wens We 0 necessary TYPE NAME BE S NATURE TMEA$SiStaili: becretvr: DATE I tions, LLCk a., - .somytts a TIME CO OCT eines R. Dauterman I , TURE nut oat Rant PenSoe NNW ce Ps Cetera., of Moe Rocoproon. re wed no be covered **Coo, not oi cased 9) Opt ONE SI, Now me PINK <Op/ Ot FS apple:Lon ma be Canted In IN Noel IC Form COSM(9/03) E052.004284007) SDNY_GE1_02 756099 :T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00243021 EFTA01328137 .•! :• VIV0Htik0 ADO VII0HY1)10 " Idd L2 Mgr SON NOLLVSISIO38 101/3HIY FILIAI 03114 SDNY_GM_02756100 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA 002430?? EFTA01328138 ATTACHMENT TO AIRCRAFT RE ISTRATION APPLICATION t.iacs os Reg 4: N793TA Model: Raytheon Aircraft Company 400A S/NS: RK-244 Owning an undivided Name of Applicant: Interest of: Address: 1.) Michels Pipeline Construction, Inc. 25.00% of 100% Shown on Original form hereto 2.) Southeastern Mills, Inc. 12.50% of 100% Shown on Original form hereto 3.) Colas, Inc. 6.25% of 100% Shown on Original form hereto Anthony Zingale 8 Teresa M. Zingale - 4.) Trustees 6.25% of 100% Shown on Original form hereto 5.) z' Robert KetUer 6.25% of 100% Shown on Original form hereto 6.) Samair, Inc. 6.25% of 100% Shown on Original form hereto 7.) Ronald A. Elenbaas 3.125% of 100% Shown on Original form hereto 8.) Ascent II. LLC 3.125% of 100% Shown on Original form hereto 9,) Prime Time Associates, LLC 6.25% of 100% Shown on Original form hereto 10.) 11.) 12.) 13.) 14.) 15.) Signatures: Title: Date: Assistant Secretary of Flight Options. 'IC Acting as Attorney-in-Fact for James R. Daulerman vaseC By signing above, the applicant agrees and stipulates (I) lo the terms. conditions and certification of the AC Form 8050-1 Arcraft Regmtration Appicabon. to Much this page is attached (the "Appkation"), ill) that all of the information set lath on the Applicatca is nue and curtett as of this date. and (11I) the Application may be executed by the co-owners by executing separate counterpart Krohn pages. each of which when so executed and delivered shall be an original. but as such couniewpans shall together constitute but one and the same application. SDNY_GM_02756101 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243023 EFTA01328139 VIWHVT::0 A113 VI•lOW71)10 he Z Wd I2 Nth' SOO? JB HOUVUISia3t1 141'1/4 0a1V reri 11/ 114 03113 SONY_GM_02756102 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243024 EFTA01328140 FORM APPROVED OMB NO 2120.0042 et UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATI91414 8 2 7 ti 1 & ADMINISTRATION tv AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CONVEYANCE RECORDED CRIBED AS FOLLOWS: . UNITED STATES REGISTRATION NOS FEB 22 PP1 4 08 NUMBER N 793TA FEDERAL AVIATION AIRCRAFT MANUFACTURER & MODEL ADMINISTRATION RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. 12K-244 DOES THIS 20TH DAY OF DEC., 2004 ' HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS Do Not Wnte In This ENO IN AND TO SUCH AIRCRAFT UNTO: FOR FAA uS ONLY NAME AND ADDRESS (IF INOMDUAL (S). GIVE LAST NAME. FIRST NAME. AND MIDDLE INITIAL.) PURCHASER PRIME TIME ASSOCIATES, LLC 6.25% OF 100% 26180 CURTISS-WRIGHT PARKWAY RICHMOND HEIGHTS, OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 20-m DAY OF DEC., 2004. NAME (S) OF SELLER SIGNA E (S) TITLE (TYPED OR PRINTED) N INK) (I XE• DF (TYPED OR PRINTED) E IP. L MUST GN.) CC isi FLIGHT OPTIONS, LL ISTANT -I -I tu JAMES R. DAUTERMAN SECRETARY m -- ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FM 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 SONY GM 02756103 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243025 EFTA01328141 • 1 • • VVIOHV1)10 All0 1,0 2 lJd a raw see NOLLVal.S13313 1.0)101IIV VVi HUM 0311.3 SDNY_GM_02756104 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243026 EFTA01328142 FORM APPROVED OMB NO. 2120-0042 UNITED STATES OF AMERICA La U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATI9N4 0 2 7 9 1 5 •-• ,..., ADMINISTRATION AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL RECORDED AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CONVEYANCE CRIBED AS FOLLOWS: . UNITED STATES REGISTRATION ' 2005 FEB C. PM 4 08 NUMBER N793TA FEDE RAL AVIATION AIRCRAFT MANUFACTURER & MODEL ADNINISTRATION RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS 20TH DAY OF DEC., 2004 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS Do Not Wale In This Block IN AND TO SUCH AIRCRAFT UNTO: FOR FAA USE ONLY NAME AND ADDRESS (IF INDIVIDUAL M. GIVE LAST NAME. FIRST NAME. AND MIDDLE marrum..) PURCHASER FLIGHT OPTIONS, LLC 6.25% OF 100% 26180 CURTISS-WRIGHT PARKWAY RICHMOND HTS., OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 201" OF DEC., 2004. NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPED OR PRINTED) (IN *1< WEED OR (TYPED OR PRINTED) CO. RSHIP ALL SIGN.) re tu _I COG OPERATING, LLC .ASSISTANT SECRETARY -I -I ES R. DAUTERMAN OF FLIGHT OPTIONS, LLC U) ACTING AS ATTORNEY- IN-FACT FOR COG OPERATING, LLC ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FMRECORDING: 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 SDNY_GM_02756105 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243027 EFTA01328143 VII0liV1)10 AIIO V:101O1)10 110 Z Wd LZ NOP SOP, NOI.I.VEllS133a .1.11081Y YYJ HuVA 03114 SDNY_GM_02756106 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243028 EFTA01328144 FORM APPROVED . OMB NO. 2120-0042 03 UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION IA ADMINISTRATION )4 1.1 0 2 7 4 1 4 AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CRIBED AS FOLLOWS: CONVEYANCE RECORDED UNITED STATES REGISTRATION NUMBER N 793TA 2005 FEB 22 PM 4 08 AIRCRAFT MANUFACTURER & MODEL FEDERAL AVIATION RAYTHEON AIRCRAFT COMPANY 400A ADMINISTRATION AIRCRAFT SERIAL NO. RK-244 DOES THIS 10TH DAY OF DEC., 2004 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS Do Not Write In This ONBlock IN AND TO SUCH AIRCRAFT UNTO: F OR FAA USE LY NAME AND ADDRESS (IF INDIVIDUAL (S). GIVE LAST NAME. FIRST NAME. AND MIDDLE INITIAL.) CC tu 0 < ASCENT II, LLC 3.125%0F 100% 1 26180 CURTISS-WRIGHT PARKWAY U rx RICHMOND HEIGHTS, OH 44143 m a DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND STALTFn /TURif OF DEC., 2004. NAME (S) OF SELLER SIGN E (S) TITLE (TYPED OR PRINTED) (IN INK) (I X UTED F (TYPE() OR PRINTED) CO-OWNER IP L MUS IGN.) Et w FLIGHT OPTIONS, LLC ISTANT -I -I ui JAMES R. DAUTERMAN SECRETARY co ACKNOWLEDGEMENT (NOT REWIRED FOR PURPOSES OF FAA RECORDING: HOWEVER. MAY BE REWIRED 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 SDNY_GM_02756107 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243029 EFTA01328145 VNIOW/1)10 ALIO VKONV1)10 h0 2 lid U NU 500? 88 NOI1V8181038 .W8040/ 'V4 H11iA 03113 SDNY_GM_02756108 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243030 EFTA01328146 FORM APPROVED ea OMB NO. 2120-0042 UNITED STATES OF AMERICA i: U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVDATRI0N ADMINISTRATION Fru- 2 • 4 I. 3 ti AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT Dela4VEYANCE RECORDED CRIBED AS FOLLOWS: . UNITED STATES REGISTRATION 2005 FEB 22 'VI 4 08 NUMBER N793TA FEDERAL AVIATION AIRCRAFT MANUFACTURER & MODEL ADMINIS1RATION RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS 10Th DAY OF DEC., 2004 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS Do Nol Wnte In This Block IN AND TO SUCH AIRCRAFT UNTO: FOR FAA USE ONLY NAME AND ADDRESS (IF INDIVIDUAL (5). GIVE LAST NAME. FIRST NAME. AND MIDDLE IMTIAL.) PURCHASER FLIGHT OPTIONS, LLC 3125% OF 100% 26180 CURTISS-WRIGHT PARKWAY RICHMOND HIS., OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 10Th OF DEC., 2004. NAME (S) OF SELLER SIGN RE (S) TITLE (TYPED OR PRINTED) (IN Ira() E CUTED F (TYPED OR PRINTED) E' HIP ALL MU SIGN.) W to MCHALE-MATTS,EN ISTANT SECRETARY _i ..t ui INTERESTS, LLC JAMES R. DAUTERMAN OF FLIGHT OPTIONS, LLC (0 ACTING AS ATTORNEY- IN-FACT FOR MCIIALE- MATTSON INTERESTS, LLC ACKNOWLEDGEMENT (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 " SDNY_GM_02756109 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0024303I EFTA01328147 .i' l1 i • d. . . I. . • VilOkitent0 Alto VPIONVDIO h0 l Ltd LZNerSW. Nouvaisg038 1.O80dIV Ylf 81:14 Q3113 SDNY_GM_02756110 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243032 EFTA01328148 U.S. DEPARTMENT OF TRANSPORTATION SEE CONVEYANCE NO FEDERAL AVIATION ADMINISTRATION „SHOES-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 copyin each aircraft folder involved. TYPE OF CONVEYANCE DATE EXECUTED Supplemental Aircraft Inventory Security Agreement 5-27-04 FROM DOCUMENT NO. Flight Options LLC lin.\ -1-7 REoc t RI-I TO OR ASSIGNED TO DATE Raytheon Aircraft Credit Cosy 1 t )5 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: • ( 14 I AIRCRAFT (List by registration minter) I TTITAI.MRARER MVOINFD 7 iN793TA N898TA N437CW N495CW N862CW N813CW N435CW Pratt & Whitney Canada LTD JT I 5D-5 PCEIA0256 PCEJA0257 PCEJA0360 PCE1A0364 PCEJA0240 PCEJA0243 PCE100191 PCE100192 PCEI00250 PCEI00225 Honeywell International Inc TFE731-5BR P91243 P91241 P107356 P107368 ENGINES I TOTA I NIIMRFR INVIII vFn 14 MAKE(S) SERIAL SEE ABOVE NO. SEE ABOVE PROPELLERS • I Tont NIDARFR Divoi VFI) MAKE(S) SERIAL NO. SPARE PARIS -LOCATIONS I Trrrm NIIFARFR Il4VOI WI) LOCATION RECORDED CONVEYANCE FILED IN: N798TA Raytheon Aircraft Co 400A sn RK198 see document 8122733 C305 pg I AC FORM 4150-23 (146) (0052-00-5524000) SDNY_GM_02756111 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243033 EFTA01328149 SDNY_GM_02756112 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243034 EFTA01328150 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 coven 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 SUPPLEMENT AIRCRAFT INVENTORY SECURITY AGREEMENT 10/15/04 (SEE CONVEYANCE 145122733, C306, PG. I) FROM FLIGHT OPTIONS LLC i900c901_5 DOCUMENT NO. TO OR ASSIGNED TO DATE RECORDED RAYTHEON AIRCRAFT CREDIT CORP 1-- a0 - 05 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: AIRCRAFT (List by registration number) I TOTAI. NIISIRFR OWN VFD 9 N405CW N437CW N712TA ./...-- N793TA N427CW N380CW N6 I 7TA N813CW N828CW ENGINES PRATT & WHITNEY CANADA LTD 1115D-5 PCE-JA0383 PCE-JA038I PCE-JA0240 PCE-JA0243 PCE-JA0139 PCE-JA0140 PCE-3A0256 PCE-JA0257 PCE-I00233 PCE-100244 HONEYWELL INTERNATIONAL MC TFE73I-3 P-87I75 P-87200 PRATT & WHITNEY CANADA LTD PT6A-42 PCE-PJ0483 PCE-P.10479 HONEYWELL INTERNATIONAL INC TFE731-5BR P-107356 P-107368 P-I07391 P-107412 ENGINES I TOTAI. NIIMRFR Nvni.vrn IR MAKE(S) SERIAL SEE ABOVE LIST NO. PROPELLERS I TOTAI NI!MRFR INVOI VFII MAKE(S) SERIAL NO. SPARE PARTS -LOCATIONS I TOTAI NIIMRFR /WW1 VET) LOCATION RECORDED CONVEYANCE FILED IN: N79BTA, RAYTHEON AIRCRAFT CO 400A, SERIAL RK-198 AC FORM 1050-23 (I.96) (0052-00-502-6004) SDNY dm 02756113 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243035 EFTA01328151 SDNY_GM_02756114 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243036 EFTA01328152 e FORM IPPECYSIS re- OM NA 11200/13 UNTIED STATES a AMERICA COMTISM 01 TRANSPORTATION a- Monty Abillarliaosa INONNOMIT AdflOtatmCa. CAP AMPLY" REGISIRMION APPUCCION CERT. ISSUE DATE LA LIAITED STATES at neGellilanCiN NUMBER 793TA ARCRAR MAPUTTOCOMER a la. N0V 16 leak Raytheon Aircraft Company 400A Mara/AFT SEAM/ Na RK-244 FOR FAA USE ONLY TEN OF Pif0a3T/IATION Ran as RFT 0 I. IndrACIAT 0 2. PailnerStip 0 3. Onamon QA. teams O S. Gael. O Il./4"inn MIME a APPUCANT (Pewee arose on Nemo ai emenrea a WISMAIM Vie Ha cat dal AAA at 11 WOW ill 10.) Flight Options, LLC 25.00% of 100% (.2ee Attachment aadretil tt,14.0./14 ) TELEPHONE liumairt ( I .MOW-38 (..... 01 ie. 'Ala ond appkade labal.10IPO. PDX a ad.prdcaA Man num am by Coin) Flight Options, LLC Plus ;d atrect —Park way 2614W -Curtiss Rural Ater". Po. Ss COY SW! A COCK Richmond Heights OH 44143 0 CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS AlTENDONI Read the following statsensett tailors signing this application. This portion MUST bs compisted. A lase a deramsal mama lo WV Odanon S. as Cadcalco may to Arca ice puretowni ty pee as / re emiscrereni • COSA PS 4. %C. 0:01) CERTIFICATION VNE CEInint. (i) its the stow wasn a Gang no ~ono noon. •n• • • Slew "tom cOlOrla0d* Pram Coo. a ell (Rs mere Out fp* nano al Pam I. OC CHECK OM AS APPROPRIATE: a. 0 A mean So. nth allodaptilndan IForrn TEE a Fawn 1.561) TM t. O A and$ CapdralCO Coldidalitl U.S arse banma anew sr s1al Oa _ IN sad mat a ten are pmerfesa in Pe US) Slain Nardi od INN Ian se davaitai b bronco at (2) Thal PO teak id MI nadalarad Walat Illa Ism of any been ape): and ch his SO 0/00, C• a.. di glaCkEd Of MO AM IMO ea WO Rafersl Avlokal Aanadattace. : if ilealaill0 be Si lipPaanIS mg lip Ulm ream aide If necessary. TYPE INT NAME SIGNATU F TITLE Assistant Secretairia lircyl h Options. l• a MU oat James R. Dauterman 1 :) acNATMaE MU DUE KITE Neap reColpt Of The Certeass at Ansa Regesiam. aMcartein arm be Opeassees a mess b in eaten a90 dart dump otiett WO We MK Copy ce We ea Ram e• males R Pa alma Nm AC Farm IMS3-1 1903) I00520342134007) SDNY_GM62T56115 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00243037 EFTA01328153 ti VNOHVI)10 AIIO VNOHVI)10 £ Wd hI 100 IIOR 'He Nolivaissioni sivaosiv. YY3 H.L1M 03-04 SDNY_GP.1_02756116 :T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA 00243038 EFTA01328154 ATTACHMENT TO AIRCRAFT EG STFtATION 4.6 4 ea a, APPLICATION nis Pe. Reg 4: N793TA CI Model: Raytheon Aircraft Company 400A SINN: RK•244 Owning an undivided Name of Applicant: Interest of: Address: 1.) Michels Pipeline Construction. Inc. 25.00% of 100% Shown on Original form hereto 2.) Southeastern Mills, Inc. 12.50% of 100% Shown on Original form hereto 3.) Colas. Inc. 6.25% of 100% Shown on Original form hereto Anthony Zingale & Teresa M. Zingale - 4.) Trustees 6.25% of 100% Shown on Original form hereto 5.) - Robert Kehler 6.25% of 100% Shown on Original form hereto 6.) Samair, Inc. 6.25% of 100% Shown on Original form hereto 7.) McHale.Mattsson Interests, LLC 3.125% of 100% Shown on Original form hereto 8.) Ronald A. Elenbaas 3.125% of 100% Shown on Original form hereto 9.) COG Operating. LLC 6.25% of 100% Shown on Original form hereto 10.) 11.) 12.) 13.) 14.) 15.) Signatures: Title: Date: Assistant Secretary of Flight Options, LLC Acting as Attorney-in-Fact for 6,7.8.9 mes n Vice President of Raytheon Travel Air Co. Acting as Attorney-in•Fact for #5 m By sgning above, the applicant agrees and stipulates (I) to the terms. conditions and certification of the AC Fonn 8050-I Mcralt Registration Application, to *hitch Iles page is attached fele 'Application"). (II) that all of the ireorrnalion eel forth al the Application is true and correct as ot this dale. and (n) the Aeration may be exec.:WO by the co-owners by executing separate counterpart signature pages. each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but coe and the same application SDNY_GM_02756117 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243039 EFTA01328155 VNI0HV1)10 1110 VH0I4V1N0 12 C Wd hT 100 11002 88 N0IVISIS1038 1.O1331IIV VVd HUM 03114 SDNY_GM_02756118 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243040 EFTA01328156 ATTACHMENT TO AIRCRAFT REGISTRATION APPLICATION Reg #: N793TA Model: Raytheon Aircraft Company 400A SAW: RK-244 Owning an undivided Name of Applicant: Interest of: Address: 1.) Michels Pipeline Construction, Inc. 25.00% of 100% Shown on Original form hereto 2.) Southeastern Mills, Inc. 12.50% of 100% Shown on Original form hereto 3.) Colas, Inc. 6.25% of 100% Shown on Original form hereto Anthony Zingale 8. Teresa M. Zingale 4.) Trustees 6.25% of 100% Shown on Original form hereto 5.) Robert Kettler 6.25% of 100% Shown on Original form hereto 6.) Samsh., Inc. 6.25% of 100% Shown on Original form hereto 7.) McHale-Mattsson Interests, LLC 3.125% of 100% Shown on Original form hereto 8.) Ronald A. Elenbaas 3.125% of 100% Shown on Original form hereto 9.) COG Operating, LLC 6.25% of 100% Shown on Original form hereto 10.) 11.) 12.) 13.) 14.) 15.) Signatures: Title: Date: Assistant Secretary of Flight Options. LLC Acting as Attorney-in-Fact for #1.2,3,4,6,7.8,9 James R Dautermen Vice President of Raytheon Travel Air Co. Acting as Attorney-in-Fact for Lai AP-12 r a s, I iaragi.est_Q #5 VVilltarni Watsch Assistant Secretary of Flight Options, LLC for #10 James R Dautertnan By signing above. the appacant agrees and stipulates (RIO the leans. condshons and cerlikabon of the AC Form 8050-1 Aircraft Registration Application, to which this page is attached (the -Application"). (II) that all of the information set forth on the Application is true end curled n of this date. and (Ill) the Application may be exeeuted by the ea-ovaien by executing separate counterpart signature pages. each of which when so executed and delivered shall be an original, hut as such mutates/1s shall together constitute but one and the same application. SDNY_GM_02756119 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0024304I EFTA01328157 VII0HV1NO All0 VHOHV1NO )..2 C Lid hi 1001,002 89 NOLLY81S1031I liV80illY VV! H.LIM 03-0J SDNY_GM_02756120 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243042 EFTA01328158 ca OD ez. FORM APPROVED " le wo 2 c. UNITED STATES OF AMERICA kit) I w -• - f U. a DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION AOMINiSTRATIC)N AIRCRAFT BILL OF SALE CONVEYANCE FOR AND IN CONSIDERATION OF $1.00 ovc THE RECORDED UNDERSIGNED OWNER(S) OF TI IC BULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CRIBED AS FOLLOWS: . UNITED STATES 04 NOU 16 fin 2 52 REGISTRATION FEDERAL AVIATION NUMBER N 793TA AIRCRAFT MANUFACTURER 8 MODEL ADMIMSTRATION RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS Is?' DAY °Roar., 2004 HEREBY SELL. GRANT. TRANSFER AND DELIVER ALL RIGHTS. TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: roe rAA WIC ONLY NAME AND ADDRESS oF INDIVIDUAL Mk GIVE LAST NAME. FIRST NAME. MC MtDOLE MERL) PURCHASER FLIGHT OPTIONS, LLC 12.50% OF 100% 26180 CURTISS-WR1CHT PARKWAY RICHMOND HTS., OH 44143 OCALCII COTTIFICATC NUMDCR AND TO ITS EXECUTORS. ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND ARFtANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HA ND SEAL THIS 1 Sr0Foei, 2004. NAME (5) OF SELLER SI TURE (S) TITLE (TYPED OR PRINTED) um IN IF EXECUTED FOR (TYPED OR PRINTED) SniP. ALL MUST SIGNI SELLER AIRCAP, LLC - --- ntri tliff ei ACKNOWLEDGEMENT INOT REOVIRED FORPURPOSES OF FMRECORDING; Mavt.Veft, MAY &a REWIRED DV LOCAL LAW FOR VALIC4TT OF THE INSTRUMWT) ORIGINAL: TO FAA AC Form 8050.2 (9/92) (NSN10052-00.629.0003) Supersedes Previous Edition K ZroLAL CO9t SDNT_GM_02756121 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243043 EFTA01328159 VHOHV1NO 4110 V11014V1NO £ hid hi 100 NO? Ne NOILVtilS1031114VHOWV VVi HUM 03114 SDNYGM02756122 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243044 EFTA01328160 0 FORM ~MD OMB No reocpee UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION 03 Mom ~NON AINIEnattaa NOONOstY ANICOMUTCA4 CORM Op AdFICRAST FIEOSTPATO/ APPUCATICH CERT. ISSUE DATE I' j os u rj on„t e, N793TA AIRCRAFT MANUFACIINEER I EOM Raytheon Aircraft Company 400A 30L. ..b.,...... RK-244 FOR FM USE ONLY • TYPE OF RECIII311101011 iChnn ant 5:Al Q t ~ANY 0 2; ~0 O 3. CaPOnepon la 4. 03-oodw 0 S. Gun 0 tftnapin WYE a APPUCINT /SO fl an an sidemen a wren. 0 ~NI. pm MN na PM nun. Ira ontd• MC . • e 11 , ) Flight Options, LLC 12.50% of 100R 6 ee Attachment &Area) I CrIX... TELEPHOW ~II I ) ADDRESS Twinned maim ales Oita @Mod SPAMP.O. KU NIs PROdne Sawa ,FAOI OM be Scrim.] Flight Options, LLC was an4 abut 26180 Curtiss-14 48kt Par5”ay Pal Ras IN/ DEC an STATE aP calE Richmond :Heights OH 44143 0 CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTIONI Reed the following atetensent Neon signing this application. This portion MUST be completed. • A IS a Clainnait ~bony ~Pon r PA Apicaeon nay be pox& for prentmo-r by sip and Or reann.-met (U.S Cam nee ie. Sec I II CERTIFICATION • MI CERTIFY 0) DIN Pa MOM an n man IN en 40.00P/RA SPOICait Ate i• • damn cnschty oneecrorn, tee he tereed Semi OW wee ow pa new a Oar I. ct OCOt ONE AS AIMOMMII: al:JARMAN Yen. nil% elan deflo (Fun, I.ISI or Form I-SWO lie _— IT CI A rawilein onovIon apwc an *Me beernal Mw re r. fl ea» And old alinft e bard inn meeley Need In Ow 1ST Elba %MIA ad "pi roues a •~1 la none. a (2) TN, V* Swat Is nil Minn! us,or en law, o/ Any Nair ~NY. den (3) To, haw waive a ~egg n ala~ cy Is been find -In Po Fan ~Mon eariseace NOTE le exemelsce br co-ownershipellappicanie mur. .ion Use mane eir» Il nn",anFY TYPE INT NAPE SI RE nneAssistant Secretar DATE tions, LLCityg,456, g TUR tnae OATE h ames R. Dauterman \K DATE åg 2i SCOUTURE ME NOTE Peel '9~ 0 Ps Cdreecate CI ~MA ~MORN MD Meet Mt be genic. lot a pen:d nagging Cl St) ewe twine icier, NM no PINK cow 8 INs ~Ws nun is GAMS in n drama AC ken K60-I (5/03) f0:62-03684007) POOZ/50/0T 00 . 5$ SDNY_GM_02756123 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00243045 EFTA01328161 • . .89ch A/P4 d:Hvilo siiv : 0o4002 vvi SDNY_GM_02756124 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA 00243046 EFTA01328162 to • ATTACHMENT TO AIRCRAFT REGISTRATION 3-4 APPLICATION deLlied CO 03 to Reg #: N793TA Model: Raytheon Aircraft Company 400A SIN#: RK-244 Owning an undivided Name of Applicant: Interest of: Address: 1.) Michels Pipeline Construction, Inc. 25.00% of 100% Shown on Original form hereto 2.) Southeastern Mills, Inc. 12.50% of 100% Shown on Original form hereto 3.) Aircap. LLC 12.50% of 100% Shown on Original form hereto 4.) Colas, Inc. 6.25% of 100% Shown on Original form hereto Anthony Zingale & Teresa M. Zingale - 5.) Trustees 6.25% of 100% Shown on Original form hereto 6.) Robed Keeler 6.25% of 100% Shown on Original form hereto 7.) SantaJr, Inc. 6.25% of 100% Shown on Original form hereto 8.) McHate-Mattsson Interests. LLC 3.125% of 100% Shown on Original form hereto 9.) Ronald A. Elenbaas 3.125% of 100% Shown on Original form hereto 10.) COG Operating, LLC 6.25% of 100% Shown on Original form hereto 11.) 12.) 13.) 14.) 15.) Signatures: Title: Date: Assistant Secretary of Flight Options. LLC Acting as Attorney-in-Fact for 4 5 7 8 9 10 tutennan Vice President of Raytheon Travel Air Co. Acting as Attorney-in-Fact for #3,6 Wiham J. Watch By signing above. the applicant agrees and sbpulates (l) lo the terms. condibons and cenincevon et the AC Form 8030-1 Aircraft Registration Application. to which this page is attached (the -Application-), (It) that au 04 the information set forth on the Applcation ii true and correct as of this date. and (III) the Appsoleon may be executed by the co-owners by execubng separate counterpart signature pages. each of which when so executed and delivered shall be an origial. but such counterparts shall together constitute but one and the same sepricalion. :. . j SDNY_GM_02756125 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243047 EFTA01328163 VW0Htlk0 All0 O40}11N0 Ch I bid S 1001100/ d8 N0IIVNISI031/ 1.OO81V Vtrd /411/A 0311d SDNY_GM_02756126 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243048 EFTA01328164 to 03 03 01 ATTACHMENT TO AIRCRAFT RE IST ON.1 f APPLICATION I. Reg #: N793TA Model: Raytheon Aircraft Company 400A S/N#: RK-244 Owning an undivided Name of Applicant: Interest of: Address: 1.) Michels Pipeline Construction, Inc. 25.00% of 100% Shown on Original form hereto 2.) Southeastern Mills, Inc. 12.50% of 100% Shown on Original form hereto 3.) Aircap, LW 12.50% of 100% Shown on Original form hereto 4.) Colas, Inc. 8.25% of 100% Shown on Original form hereto Anthony Zingale 8 Teresa M. Zingale - 5.) Trustees 6.25% of 100% Shown on Original form hereto 6.) Robert Kehler 6.25% of 100% Shown on Original form hereto 7.) Samair, Inc. 6.25% of 100% Shown on Original form hereto 8.) McHale-Mattsson Interests, LLC 3.125% of 100% Shown on Original form hereto 9.) Ronald A. Elenbaas 3.125% of 100% Shown on Original form hereto 10.) COG Operating, LLC 6.25% of 100% Shown on Original form hereto 11.) 12.) Signatures: Title: Date: Assistant Secretary of Flight Options, LLC Acting as Attorney-in-Fact for #1,2,4,5,7,8,9,10 James R. Daulerman Vice President of Raytheon Travel Air Co. Acting as Attomey-in-Fact for LA) ail . t. Wiliam J. Waleson #3,6 to-4-0-C AssistantSecretaryof Flight Options, LLC for #11 James R. Dautennan 8y signing above, the applicant agrees and stipulates (I) to the terms, conditions and certification of the AC Farm 13050.1 Aircraft Registration At:vacation, to which this page is attached (the *Application"). (II) that all of the Information set forth on the Application S true and cared as of thS date, and (III) the Application may be executed by the co-owner by executing separate counterpart signature pages. each of which nisei SO executed and delivered shall be en original. but all such countertSts shall tcgertier constitute NA one and the same application. SDNY_GM_02756127 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243049 EFTA01328165 VIIOHIMIO A110 VPIMIV1310 E^ 1 bid S 130 taz be NOIIVVISIO3ti , 'Y Idebealb HIM% 03114 SDNYGM02756128 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243050 EFTA01328166 FORM APPROVED ,., OMB NO 2120-0042 " wile — UNITED STATES OF AMERICA CT1 U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION r., Cli ADMINISTRATION • -9 27 3 9 1 2 AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ow THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CONVEYANCE CRIBED AS FOLLOWS: RECORDED • UNITED STATES REGISTRATION NUMBER N 793TA 2004 NOW 16 nn 2 52 AIRCRAFT MANUFACTURER & MODEL FEDERAL AVIATION RAYTHEON AIRCRAFT COMPANY 400A A IMIT.STRATION AIRCRAFT SERIAL NO. RK-244 DOES THIS 2TIN DAY OF SEPT., 2004 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS Do NW Wrde In This Block IN AND TO SUCH AIRCRAFT UNTO: FOR FM USE ONLY NAME AND ADDRESS (IF INDMOUAL (S). GIVE LAST NAME, FIRST NAME. AND MIDDLE INITIAL.) PURCHASER FLIGHT OPTIONS, LLC • 6.25% OF 100% 26180 CURTISS-WRIGHT PARKWAY RICHMOND HTS., OH 44143 L DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS OF SEPT., 2004. 27TM NAME (S) OF SELLER SIG RE (5) TITLE (TYPED OR PRINTED) (IN IN (IF E CUTED (TYPED OR PRINTED) RSH SELLER SL WINGS, LLC STANT SECRETARY JAMES R. DAUTERMAN OF FLIGHT OPTIONS, LLC ACTING AS ATTORNEY- IN-FACT FOR SL WINGS, LLC ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FM 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 SDNY_GM_02756129 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0024305 I EFTA01328167 VWOHV1N0 AI10 VPIONV1NO Oh I bid h 130100? 88 NOLLV8181038 1JV8381Y VVd HUM 031Id SDNY_GM_02756i 30 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243052 EFTA01328168 0 6 ar is two, EOM WPM) I 0.41 AAA 13 " 0,2 STATES tom. RANKS Naloyinegyes •00110111YAIRGIAUTCAL COSA 0 • AIRCRAFT REEINFIRATION wemorams REGISTRADON Mae N /93TA • •PPUCATION CERT. ISSUE DATE AIRCRAFT IMPILIFACTUFERA YODEL Raytheon Aircraft Company 400A AIRCRAFT SERIAL NO. S°I-D RK-244 FOR FAA USE ONLY TYPE OF REGISTRATION (Owl Na D•a/ O I. WINOS 0 2. PoNesiap 0 a Coporason Cks. Coon O 5. Gilt O N. ter' ettilm Capassen NAPA OF APPLICANT yp•Gompi Soon M Marco of eananNollahhoGat ilL• No. Its. se nets And mddi• MIA) ilk 12.) Flight Options, LLC 6.25% of 100% (: See Attachment 4-dg 7-/3-057) TELEPHONE MAKER I / mans (Pyrewronl nave addRaittlEN w hael)OIPS BM Sows OtOlmiName PPR SOS Ga."/ FlighOptions, LLC *hew NV Gat 26180 Curtiss-Wright Parkway Rim Abs P.O. Ow CITY STATE DP COOS Richmond Heights OH 44143 ID CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Reed the IOSOWN102 SUIENTILWN before signing this application. ., This portion MUST be compietelS. A telse en en•cnnot anhoy to any pawn r me appal°, nay to rands a 1:‘,.....nrt by Ing led 'CnrPlOWS• Coat Tao N. Sec 10011 CERTIFICATION NYE CERTIFY ITS Th ••••• sa:•••• • Phan IN re Phanarad oophan. at. 0 • Plan 'nano oncoraarto (I) a/ Wm ISO SM. FYI hes OWL OR roma of via _ _ Aar CHECK Old /4 APPROPPLUE a 0 A Nadia allen. Will Sal nyoayalon Pant IRIS, N Fon. 1.561/ No. to 0 AMA-CALM copra*" organza, NV GIG halms um*, Pe Lon 0 Oat N cad antat a bend Na proms./ toed h Il* IPSO Pam Flocooch or We Sus NO OOPS b PAPPACP 0 0 ITN In• waS a rot ••••••0 woe ha Ian of any bhp many ohs CO Ds 490 warm of canny a altavone cF Ma son ate Iwo Na Fenn/ Ananny AC/Wigton NOTE: II INSIGNO la CO-Oornershp all ayLolcarns trial sr Use •vnyyso 54* II necasamt TYPE PII NAME BE IGNATURE 92 .-. Assistant Secreta 13 Options, unt3-I a TITLE DATE awes R. Dauterman /C;L SCPLATIAIE TITLE DAIS on a NOTE Penang MOOG Of IN C*1 ci Alt:IA Aegean. Pe anal .../ be arasd PC, a peno3 not n eland SO Oro anno MM, Na P. PINK Non Of MIS Sops:awn ow to (AIM il Pa retest AC Foni MI (5/03) (COSTC0434007) SDNY_GM_02756131 7 TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00243053 EFTA01328169 • • A.tiomolinmo r:•?cluvi.vo £ bid Er int, 6603 N011i•yygsoa via idrtwail• Gr.ird SDNY_GM_02756132 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA 00243054 EFTA01328170 .--0 0 A liALIIMaN 0 0 _aO AIRCKAt- 0 0_2 REWS Q t KATI . N APPLICATION 1-(3-0/' Reg N793TA - Model: Raytheon Aircraft Company 400A • SINN: RK-244 Owning an undivided Name of Applicant: Interest of: Address: Michels Pipeline Construction. Inc. 25.00% of 100% Shown on Original form hereto Southeastern Mills, Inc. 12.50% of 100% Shown on Original form hereto SL Wings. LLC 6.25% of 100% Shown on Original form hereto Aircap, LLC 12.50% of 100% Shown on Original form hereto Colas, Inc. 6.25% of 100% Shown on Original form hereto Anthony Zingale 8, Teresa M. Zingate Trustees 6.25% of 100% Shown on Original form hereto 7.) Robert Kettler 6.25% of 100% Shown on Original form hereto Samair, Inc. 6.25% of 100% Shown on Original form hereto McHale-Mattsson Interests. LLC 3.125% of 100% Shown on Original form hereto Ronald A. Elenbaas 3.125% of 100% Shown on Original form hereto COG Operating, LLC 6 25% of 100% Shown on Original form hereto Signatures: Title: Date: Assistant Secretary of Flight Options. LLC Acting as Attorney-in-Fact for .2.3.5.6.8.9.10,11 James R Dauterman Vice President of Raytheon Travel Air Co. Acting as Attorney-in-Fact for #4,7 William J. Wallach By signing above, the applicant agrees and stipulates (I) to the terms. Conditions and certification of Use AC Form 8050.1 Aircraft Registration Appian:in. to which this page is attached (the 'Applocabonl. (II) that as of the information set forts on the Application Is true and correct as of this date, and (Ill) the Applicata, may be executed by the cogamens by executing separate counterpart signature pages. each of which wnen so executed and delivered shall be an original, but all such couMemans shall together constitute but one and the same appbcabon. SDNY_GM_02756133 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243055 EFTA01328171 • • All° V4;221° be92 C bid r):."!° kOi • 7ip • y, ‘002 ' 4' 110 6 741-21d,-, ,, fr. SDNY_GM_02756134 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243056 EFTA01328172 2 0 0 0 0 0 0 0 2 0 6 ATTACHMENT TO AIRCRAFT REGISTRA ION APPLICATION 7_f 'tee ;-°,7 Reg #: N793TA Model: Raytheon Aircraft Company 400A SIN#: RK-244 Owning an undivided Name of Applicant: Interest of: Address: Michels Pipeline Construction, Inc. 25.00% of 100% Shown on Original form hereto Southeastern Mills, Inc. 12.50% of 100% Shown on Original form hereto SL Wings, LLC 8.25% of 100% Shown on Original form hereto Aircap, LLC 12.50% of 100% Shown on Original form hereto Colas, Inc. 6.25% of 100% Shown on Original form hereto Anthony Zingale & Teresa M. Zingale Trustees 6.25% of 100% Shown on Original form hereto • 7.) Robert KeWer 6.25% of 100% Shown on Original form hereto 8.) Samair, Inc. 6.25% of 100% Shown on Original form hereto 9.) McHale-Mattsson Interests, LLC 3.125% of 100% Shown on Original form hereto 10.) Ronald A. Elenbaas 3.125% of 100% Shown on Original form hereto 11.) COG Operating, LLC 6.25% of 100% Shown on Original form hereto 12.) 13.) 14.) Signatures: Date: Assistant Secretary of Flight Options. LLC Acting as Attomey-in-Fact for #1.2.3.5.6.8.9.10.11 James R. Dauterman Vice President of Raytheon Travel Air Co. Loa arliaa. 9 . LeSCR Acting as Attorney-in-Fact for #4.7 1-/3-05/ Wean .1. VYalllsch Assistant Secretary of Flight Options, LLC for #12 James R. Daliterman By signing above. the applicant agrees and stipulates (I) so the terms. condibore and cerblicabon of the AC Form 8050-1 Aircraft Registration Applications to which this page is attached (the 'Applicationl. (II) that all of the information set forth on the Application is true and cuffed a of this date, and (ftl) the Application may be executed by the co-owners by executing separate counterpart signature pages. each of which when so executed and deavered shell be en cope, but at such COWIE/Wt. shall together constitute but one and the same application. SDNY_GM_02756135 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243057 EFTA01328173 • • tr:ICIIV1NO A110 V:101-,t1U0 93 £ Lid CI 1111. 2i0 kCife(71.4'13.i. 1JY43diti 031/d SDNY_GM_02756136 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243058 EFTA01328174 00000002 05 9 FORM APPROVED OMB NO. 2120-0042 UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION 06 7 3 9 11 AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL CONVEYANCE AND BENEFICIAL TITLE OF THE AIRCRAFT DES- RECORDED CRIBED AS FOLLOWS: UNITED STATES REGISTRATION 2004 NJU 16 R19 2 52 NUMBER N 793TA tt ERAL AVIATION AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A ADMINISTRATION AIRCRAFT SERIAL NO. RK-244 DOES THIS 9" DAY OF JULY, 2004 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS Do Not Write In This Block IN AND TO SUCH AIRCRAFT UNTO: FOR FAA USE ONLY NAME AND ADDRESS (IF INDMOUAL (S). GIVE LAST NAME. FIRST NAME. AND MIDDLE INITIAL.) PURCHASER COG OPERATING, LLC 6.25% OF 100% 26180 CURTISS-WRIGHT PARKWAY RICHMOND HTS., OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 9" OF JULY, 2004. NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPED OR PRINTED) (IN INK)II TED FOR (TYPED OR PRINTED) CO.OWNE HIP, LL MUST S .) CC w 1FtEl AIR,LLC ISTANT SECRETARY -I w JAMES R. DAUTERMAN OF FLIGHT OPTIONS, LLC CD ACTING AS ATTORNEY- IN-FACT FOR REI AIR, LLC ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FM RECORDING: HOWEVER. MAY BE REOUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050.2 (9/92) (NSN 0052-00-629-0003) Supersedes Previo001. se, SDNY_GM_02756137 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243059 EFTA01328175 • • VIICHV120 AIM vroionNo 9? £ lid CI Mr IN as NOIJ.VILLS103tIllib010Y VIA HIM 0311i SDNY_GM_02756138 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243060 EFTA01328176 LOAN Q07 3910 03 (For use on deals drawn under the September I, 2003, Agreement) FAA RELEASE CONVEY4NCE RECORDED „ Alfa Raytheon Aircraft Company Model 4004 t. Manufacturer's Serial No. RK-244 f_tooft Sc-n 200lidlibitifion RR. ?NAVA . PAGE Engine Make and lylpelel Ipxa cc & Whitney JT150-5 O Engine Se is 44EISTAQ10256 and PCE-JA0257 DOC ° Propeller Make and • *MA TI 0 N Propeller Serial Nos. N/A The undersigned, assignee of the interest of Raytheon Aircraft Credit Corporation, Secured Patty under the Security Agreement dated December 31, 1999 with Aircap ILC as Debtor, recorded by the Federal Aviation Administration on March 6 , 2000 as Conveyance No. X140282 , which Security Agreement was assigned to the undersigned pursuant to the FAA Assignment dated as of September 22 , 2003 recorded by the FAA on September 29, 2003, as Conveyance No. R062974 , hereby releases all of its interest in the collateral covered by said Security Agreement. • Dated this day of 4:41212a , _2120i BANK OF AMERICA, NATIONAL ASSOCIATION AS ADMINISTRATIVE AGENT By: Asp / athlecn M. Carry, Vice P sident BA0039 The undersigned assignors hereby release all of their interest, if any, in the collateral covered by the Security Agreement described above. Dated this ktday of (Mk." 2004 . Raytheon Aircraft Raytheon Aircraft General Aviation Receivable. tion Credit Receiva By: By: By: Nam Nam A Mathews Title: President Title: President Title: Ftesident This Release shall consist of this one page only, with no schedules, appendices or similar attachments attached hereto. MDIA GA LOAN ItELEASE.DOG SDNY_GM_02756139 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243061 EFTA01328177 VW/HYING Alla V/10141/1U0 a C Lid hi 130 6002 88 NOIlVei/S1038 14V8OHIV %it'd HUManu SDNY_GM_02756140 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243062 EFTA01328178 P.O. Box 25504 Flight Stsfidankt strvies Oklahoma City. Oklahoma 73126-0504 U-S. Department Aircraft Registration likanch, (405) 954-3116 of Transportation AF3-750 WEB Addren: http://regletry.faa.gor Federal Aviation botA Ntit- Administration September 8, 2004 rucirrOPTIONSLIC-PII MICHELS MPEUNE CONSTRUCTION CIO NC BT Al. 64 I- tiUMBEH CHANGEU I0 ea /g dieled--' BM 10 S CP 2 ° 4°4 IATS PI) O ROM Dear Sirs! Registration Marks, on an AC Form 805044, Assignment of Special The FAA Aircraft Registry issued Raytheon Aircraft use of special registration mark N445LX on June 10. 2004. This form authorized the autho rizati on form was to have been 44 NIRITA. The Cognany 400A aircraft, serial number RK-2 regis tration numb er was painted on the 5 days after the speci al signed and returned to this office within aircraft. It has not yet been received. of registration may be er change is needed so that the certificate Clarification as to the status of the numb sh this clarif icatio n by checking the n number. Please furni issued reflecting the correct registratio applicable block and signing below: N painted on the aircraft. O The special registration mark HAS BEE Tu be painted on the aircraft but will be at a later date. ve special registration mark HAS NOT BEEN reser the speci al number. Enclosed is a SW fee required to Please extend authorization for use of the number. USED on this • The special registration mark WILL NOT BE • „‘" Additional Requirements: - p1/4.0.0f tordlia paa&2_, itra-ClatIccans— Ma 01P-4) Linda Mains Legal Instruments Examiner Aircraft Registration Branch AFS-750403-1 (7/04) SUBJECTOT PROTECIVTEORDERPARAGRAP7,HS8, 9, 10,N15,and17 SDY_GM_02756141 EFTA_00243063 EFTA01328179 • ecti_tfkivo o howThrivo sr tr till ve Nor2trdisio3 - 'OS h#11, i v7 .911M 03.7pOult, tq!ci fl 'oil •;'.. SDNY_GM_02756142 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243064 EFTA01328180 aantatad, 1 NUMBERCHANGEDT0 DATE in SEP 20 2* ASSIGNMENT OF SPECIAL REGISTRATION NUMBERS Special Registration Number 0 USOopolvani nweralt Make end Model N 44 SI X clIcescarlarion RAYTHEON AIRCRAFT COMPANY 400A Present Registrabon Number swam seesion Send Maim Adnibbineton N RK —244 7150010 793T A Issue Date' 0 ICAO AIRCRAFT ADDRESS CODE JUNE 10 9 2004 FOR N445L X = 51257100 The is sow authority ki change the Unted States Hynes. • bon number on the above described SirOllei 10 the special regietratbn nurnter shown FLIGHT OPTIONS LLC 26180 CURTI SS KR I GHT PKNY Cony dusicete of this form in trie Spill toaereet with the RICHMOND HEIGHTS OH 44i43-1453 cal registrar cerlifcste asebbs authority ro operate the •rtnift pending weed of revised Certilloale of nembaton mICHELS PIPELINE CONSTRUCTION INC attain • revised orreteste of airworthiness from your now. SOUTHEASTERN MILLS INC est Fright Stsrittards District Offiee RE! AIR LLC The Wed FM Form $1704, APPUraboa t T-AL For Airworthiness on file Is dated: CC IC OF R 01 • 1999 The airworthiness class ation and category: ST u TRANSP INSTRUCTIONS: SIGN AND RETURN THE ORIGINAL of this form to the Civil Aviation Registry, AFS-75 . vnthin 5 days after the special registration number is 40 affixed on the aircraft A revised certrfcate will then be issued This authority is valid fo 90 days from the issue date The authority to use the spacial number expires. JUNE 10. 2005 CERTIFICATION I certify that the special registration number was placed on the RETURN FORM TO aircraft described above. Civil Aviation Registry, AFS-750 P.O. 8ox 25504 Signature of (Amer Oklahoma City, Oklahoma 73125-0504 Title of Owner. Date Placed on Alicran C Form $0 5044 (696) Supersedes Previous Edition SDNY_GM_02756143 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243065 EFTA01328181 • • 1 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243066 EFTA01328182 • 000 0 0 0 0 1 8 60 Insured Aircraft Title Service, Inc. P.O. Box 19527 • Oklahoma City, Oklahoma 73144 • (405) 661.6663 (500) 6544552 FAX #405-681-9299 ,11151-X 61 7Q37-4 18 JUN 1 0 2004 FEDERAL AVIATION ADMINISTRATION DATE: ./(4-1Ot-i CENTRAL RECORDS DIVISION OKLAHOMA CITY, OKLAHOMA • GENTLEMEN: Please assign N946LX , which is currently reserved for: 1iighi- Up-f-i On31ILL to the following aircraft: • -145-pc rWft‘itir-On 40DA. RK-a4(4- Current NO Make Model Serial 44 This aircraft is registered to: anref tphicysi or is being pruchased by: Please send the 8050-64 form to TATS in the PD Room. If you have any questions, please do not hesitate to give us a call. Additional request: Requested by: kivint. +6,tekithlay Insured Aircraft Title Servi , Inc. Serving the Aviation Financial Community for over 30 years SONY_GNI_02756145 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243067 EFTA01328183 ti ••• • • V1101-1V1)10 ALIO VW0HtINO 2C C Lid h aid 11002 88 N0I1V8181038 1.0838IV VVi HLIM 03113 SDNY_GM_02756146 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA _00243068 EFTA01328184 0 0 0 0 0 0 0 I 7 6 0 NN027112 FAA RELEASE CONVEYANCE RECORDED • viol JUN 21 Fin 7 30 Raytheon Aircraft Credit Corporation (the "ecured Party ). "as ttuts. . secured party under the Security Agreement described AtirkINtlitThglit% Exhibit A attached hereto, hereby releases from the •-terms of the Security Agreement all of its right, title and interest in and to the Released Aircraft Interest described and defined on Exhibit A attached hereto. Aircraft Interest is released in full. Dated this-1s4-day of November, 2003. Raytheon Aircraft Credit Corporation By: Name: Andrew A. Mathews Title: President 20640/ SDNY_GM_02756147 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243069 EFTA01328185 • vvyylicolo ;,119 vvtoorrilo OT 111c1 TZ 03113H091tl 99 NORMS1939 VV3 HUM SDNY_GM_02756148 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243070 EFTA01328186 000 11 0 0U 1 7 6 1 Exhibit A FAA Release Security Agreement Supplemental Aircraft Security Agreement dated as of June tk, 2003 between Raytheon Aircraft Credit Corporation, as secured party, and Flight Options, LLC, as debtor, recorded by the FAA on July 17, 2003 as Conveyance Number S 122733; and further secured by the Supplemental Aircraft Inventory Security Agreement dated as of October 22, 2003, recorded by the FAA on November 5, 2003, as Conveyance No. QQ0281 18 (the "Security Agreement"). Aircraft One (1) Raytheon Aircraft Company model 400A aircraft bearing manufacturer's serial number RK-244 and United States Registration Number N793TA, together with two (2) Pratt & Whitney Canada, LTD. model JT I5D-5 aircraft engines bearing manufacturer's serial numbers PCE- JA0256 and PCE-JA0257 (collectively the "Aircraft"). 206401 SDNY_GM_02756149 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0024307 1 EFTA01328187 viloidviT) A! vo vvrogvino 01 £ L1d IZ d9Lf h952 NOIFMISI:)38 131,814)31V VV3 ;RIM 03114 SDNY_GM_02756150 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243072 EFTA01328188 Kam APPROVED • 0 0 0 0 0 0 0 I 0 9 8 CM3 Pa 2,204042 S malt STATES 01APAWA OEMPIRMIT OP TRANSPORTATION a MOM abiliNIOTROCIONat IKORIONIO ASIORAIRCAS. COMP AIRCRAFT REGGIRATION NrUCATION CERT ISSUE DATE wino ST M . REGISTRATION ATES MAGER ry 793TA MORK! DIANUFAC(URER A MCOEL Raytheon 400A MINCRAFT SERIAL Ns Y MAY 11 2004 RK-244 FOR FAA USE ONLY TYPE OF REGISTRATION iDsn One Eel 0 1. IndivIdual 0 2. IstareltSNP 0 S. COMCIESNM il,c 4. frowner 0 S. Omit ID 11..b.clin " wit a AORLIRMIT ClinCoall Ikon Co valaroa al ._.Deep I IRMA. Vol INI rms. MI Am& ass moss 444./ 0 12.) Flight Options, LLC 6.25% of 100% (See Attachment daicc171 44-(4"'CIA TELOSONE NI MFR'. 1 I ACONESS cPereard sag Sala Ito YU Semi Iran Flight Options, LLC Kota and slreal 2618O Curti ss-Wright Parkway Rural %At RO. Rot CM STATE DP CODE Richmond Heights OH 44143 0 - CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS • ATTENTION! Road the following statfornsot before signing this application. This portion MUST be competed. A Mee ex acres answer le Ws raw n ate agOosscn nue be grams tt snahment Of Ise ens ot orpoonmall Mt Cone. Tale is. Sec 1001) CERTIFICATION • uwE CERMY (I) Toll an Ran lure a uorea by the uNAIRSPRI .0001st Ws se Dann Onarc onatesos1 of re urns Slues (Tot M15 SAL go> tome It truSIO0 ). CC CHEM Celt AS APPACPRIATE a. 0 A ram Jr ern, Sr wrier (Tar 1.161 at FOOT 1461) No. IIA 0 A iseriath cower , crgaruce0 cod Song Dever wale DM Ian It 1411/44 RV bed roan a ears ro glamor, vsed in the Ones Sur Rena Of Mara bun o• aratall IS IMPICion II M TTIA 11* Sad is net sassier red the Mal em saran mums. vc, 131 MO rise ansenroitherthp is stunted Of NO tees hie ...is re Feder' Aram PartristelfrA NOTE: 11 rocas, kg co-owners/Is sI °mitrs must sr Use ,ern. We d necessary. TYPE R PR R NAME SIONATu 5050 1E MU Assistant SecretarrIE € ght Options, LLC(.144..ak RAE MK DATE I a SIGNATURE MU DATE *a NOTE Parana now 0 the Cr*** of Ater Rrisirair. the wain ..11 to 0:oraloa a:capon/la rol n excess 01 90 Mat duo. arch Me ••• PINK cep/tithe aCC•roan tmon be urea n the root AC COM ITITOI (1240)(0.62-03-6284007) Straka Parma 6160n SDNY_Gi.1_02756151 :1- TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00243073 EFTA01328189 • kW) !T:onvuo Ch TT WY 8 WU IS/ C011:i;Jg;bya to la tJly t !!!;.1. G3lld SONY_GM_02756152 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00243074 EFTA01328190 0 0 0 0 0 0 0 I 0 8 9 ATTACHMENT TO AIRCRAFT REGISTRATION APPLICATION (5~ 4—UØ Reg II: N793TA Model: Raytheon 400A &NS: RK-244 Owning an undivided Name of Applicant: Interest of: Address: 1.) Michels Pipeline Construction, Inc. 25.00% of 100% Shown on Original form hereto 2.) Southeastern Mills, Inc. 12.50% of 100% Shown on Original form hereto 3.) REI Air, LLC 6.25% of 100% Shown on Original form hereto 4.) SL Wings, LLC 6.25% of 100% Shown on Original form hereto 5.) Aircap. LLC 12.50% of 100% Shown on Original form hereto 6.) Colas, Inc. 6.25% of 100% Shown on Original form hereto Anthony Zingale & Teresa M. Zingale - 7.) Trustees 6.25% of 100% Shown on Original form hereto 8.) Robert Kehler 6.25% of 100% Shown on Original form hereto 9.) Samair, Inc. 6.25% of 100% Shown on Original form hereto 10.) McHale-Mattsson Interests, LLC 3.125% of 100% Shown on Original form hereto 11.) Ronald A. Elenbaas 3.125% of 100% Shown on Original form hereto 12.) 13.) 14.) 15.) Signatures: Title: Date: Assistant Secretary of Flight Options, LLC ing as Attorney-in-Fact for Y1,2,4,6,7,930,11 Vice President of Raytheon Travel Air Co. Acting as Attorney-in-Fact for #3,5.8 By signing above, the applicam agrees and stipulates (I) to the teems, condeions and cenilicalion ot the AC Form $050-I Aircraft ~catkin Application, lo which this page is attached (the 'Appticationt ph that all at the inlonnalicn sat forth on the Application is trim and cuffed as ot the date, and Bib the Application may bo trtoculed by the co-oviners by executing separate counterpart signature pages, each of Seat %ten so executed end delivered ~I be an original. but as art cotatetparts shall together =Mule bil one and the sane application. SDNY_GM_02756153 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243075 EFTA01328191 ' • 0 TT WU 8 Hid kV 89 NO:r. tivtri-J V7:4 SONY_GM_02756154 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243076 EFTA01328192 0000000 1 090 ATTACHMENT TO AIRCRAFT REGISTRATION APPLICATION day ect (4.4.43A Rag N793TA Model: Raytheon 400A SIN# RK-244 Owning an undivided Name of Applicant: Interest of: Address: 1.) Michels Pipeline Construction, Inc. 25.00% of 100% Shown on Original form hereto 2.) Southeastern Mills, Inc. 12.50% of 100% Shown on Original form hereto 3.) REI Ar. LLC 6.25% of 100% Shown on Original form hereto 4.) SL Wings, LLC 6.25% of 100% Shown on Original form hereto 5.) Aurae, LLC 12.50% of 100% Shown on Original form hereto 6.) Colas, Inc. 6.25% of 100% Shown on Original form hereto Anthony Zingale & Teresa M. Minster - 7.) Trustees 6.25% of 100% Shown on Original form hereto 8.) Robert Keeler 6.25% of 100% Shown on Original form hereto 9.) Samair, Inc. 6.25% of 100% Shown on Original form hereto 10.) McHale-Mattsson Interests, LLC 3.125% of 100% Shown on Original form hereto 11.) Ronald A. Elenbaas 3.125% of 100% Shown on Original form hereto 12.) 13.) 14.) 15.) Signatures: Title: Date: Assistant Secretary of Flight Options. LLC Acting as Attorney-in-Fact for #1.2.4.6.7.9.10,11 Vice President of Raytheon Travel Air Co. Acting as Attorney-in-Fact for x1[YAs 8. .az #3.5,8 Assistant Secretary of Flight Options, LLC for 412 By sgnrg above. the applicant agrees and stipulates (I) to the terms, conditions and certification of the AC Form 8050-I Aircraft Registration Application, to whose the pap is attached (the 'Application'), (II) that all of the inlormatton eel form on the APPIOStOn is true and Curt= as 01 the -owners by executing separate counterpart signature pages. each of ehictivitien so date, and (Ill) the Application may be executed by the co executed and delivered shall be an original, but en such counterparts shall together constitute but one and the same application SDNY_GM_02756155 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243077 EFTA01328193 V:i0/;11):0 C;i TT 8 h602 03114 SDNY_GM_02756156 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243078 EFTA01328194 FORM APPROVED 0 0 0 0 0 0 0 I 0 8 / OMB NO. 2120-0042 UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION Y008391 ADMINISTRATION AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CONVEYANCE RECORDED CRIBED AS FOLLOWS: UNITED STATES REGISTRATION 21.101 nay 11 fill 752 NUMBER N793TA FEDERAL AVIATION AIRCRAFT MANUFACTURER & MODEL ADMINISTRATION RAYTHEON 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS 26TM DAY OF MAR., 2004 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE. AND INTERESTS Do Not Write In ThIs Block IN AND TO SUCH AIRCRAFT UNTO: FOR FAA USE ONLY NAME AND ADDRESS (IF INDIVIDUAL (S), ONE LAST NAME. FIRST NAME, AND MIDDLE INITIAL.) PURCHASER FLIGHT OPTIONS, LLC 6.25% OF 100% 26180 CURTISS-WRIGHT PARKWAY RICHMOND HTS., OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 26Th OF MAR., 2004. NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPED OR PRINTED) (IN INK) (I CUTED F (TYPED OR PRINTED) CO-OWNS MU IGN.) UI ANTHONY ZINGALE AND ISTANT SECRETARY tu TERESA M. ZINAGALE JAMES R. DAUTERMAN OF FLIGHT OPTIONS, LW 0) TRUSTEES ACTING AS ATTORNEY- IN-FACT FOR ANTHONY ZINGALE AND TERESA M. ZINGALE - TRUSTEES ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: FIOWEVER, MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052-00-829-0003) Supersedes Previous Edition 040191.1t8123 I5.00 04/08/2004 SONY_GM_02756157 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243079 EFTA01328195 „ 0 V:10FiV1):0 1,110 V1101O1310 £I, TT WEI 8 NEI NZ 86 NOI/Cd.BISUIA4110111Y 03114 SDNY_GM_02756158 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243080 EFTA01328196 FORM APPROVED 0 0000003 0 S 4 PAS . ENDOW UNITED STATES OF AMENCA DEPARTMENT OF TRANSPORTATION FusERAs MARION AlamplunOliaRCE IIONRCOrt matomuncat Cerra AIRCRAFT REOISTRATIDN ANIMATION CEFfE ISSUE DATE Immo IN 793TA REa ON MER $°MJe Amami IA NIPAGIVIIER & 1•00EL m( FEB 0 5 2004 Raytheon 400A ANCRAIT SERA/. No RX-244 FOR FAA USE ONLY • TYPE OF RECUSTRATICH taw* an toil 0 T. real 0 2. Pannerinp 0 3. Corporation q 4. COMMIX moon 0 lA timaz" NAM/ OF APPLICANT IhrscrO) Mown at widows ol omenhas it inehlebAl. "saw rest nam am sofa IS) 4,0 - 11.) Ronald A. Elenboas 3.125% of 100% C See Attachment aill;Ccek TELEPHONE NUMBER. I ) 11 49.94C) ADDRESS (Peonansni ••••• scaSsosIor It opplosol Nasal E/0 Flight Options, LLC Minter ard war 26180 Curtiss-Wright Parkway WNW r12‘44. PO. eta an STATE ZIF ECCE Richmond Heights OH 44143 CI CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS • ATTE/47)0Ni Reed the following statement before signing this application. This portion MUST be completed. A moo ar dogmas r roam swam • Vas 21/0(.1.14,1 may to colunds Io, Sonth•ons or Ira sod, or ocaria-mart NS. Ude. TIM It Sat. EON • LM ceRTsv CERTIFICATION (.) Rol Pa new Noah • crowd l• Ms wean! apart ate • • oarm ••••4•2 onorascosl ol Rs LAOS Sian (Fa wrara W.S. pa rem a ins I. at CHECK ONE As ANNIOPRIME. F 0 A reftlani OM MI Pon rogisersaor, (Foos I•ISI or Fan 1.569 Ns — . _ _ — la 0 An:pato earsonliko Ogifral•S all ding henna redo the ton ci DAMS - — and sad wan Is lad and pease" used et IN Lama Staten Roams 0. WI 0)001 attrnabis Ica 0400[100 a (2) Ma Ow saw hi fel 14.1110100 utdrir Po Iwo of aro bops con, On4 (3) Thal kgal w.0ae. ta ~sift is Mashed or Ms Non Nod at, Pa San *oaten birtntsit Bien NOTE' • 0000/Mad tar ODONNINAO all ACIPtants must sign Use revers SOO it nOCOSSary TYPE P NT NAME Ei W SIGNATURE ntiAssistant Secretary DATE yfrF light Options, LLC ,aims b TITLE a1..Ling r e Tra -... In-Fact for Ronald A. fillkillenbaas d et DATE f( IN scisauRE \\ . . NOTE Prato ANS o/ as Cafe* 01 Oiralift Reostricon. Ino swan way 00 opinIsd hp • RON aor S. new ca TO days, awes what Pro Ins PM Roy d awl attscarion .are 00 opol00 ai PO *OM AC Fam SOW (1990) 9:0241049204fX7) Swanson Primus Caw, Alr SDNY_Glvl_02756159 7.1- TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_0024308I EFTA01328197 ,• • Visl0HV1)10 A.1.10 VIV0NVU0 LT £ Wd 22 330 EON US NOIMILSI03211080211Y VYA HIM 03114 SDNY_GM_02756160 7 TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00243082 EFTA01328198 0 3 0 5 0 0 0 On ATTACHMENT TO AIRCRAFT RE IST TION APPLICATION lam -O3 Reg #: N793TA Model: Raytheon 400A S/N#: RK-244 Owning an undivided Name of Applicant: Interest of: Address: 1.) Michels Pipeline Construction, Inc. 25.00% of 100% Shown on Original form hereto 2.) Southeastern Mills, Inc. 12.50% of 100% Shown on Original form hereto 3.) REI Air, LLC 6.25% of 100% Shown on Original form hereto 4.) SL Wings. LLC 6.25% of 100% Shown on Original tom) hereto 5.) Aircap. LLC 12.50% of 100% Shown on Original form hereto 6.) Colas, Inc. 6.25% of 100% Shown on Original tone hereto Anthony ZIngale 8 Teresa M. ZIngale 7.) Trustees 12.50% of 100% Shown on Original form hereto 8.) Robert Kettler 6.25% of 100% Shown on Original form hereto 9.) Samalr, Inc. 6.25% of 100% •Shown on Original form hereto 10.) McHale-Mattsson Interests, LLC 3.125% of 100% Shown on Original form hereto 11.) Title: Date: Assistant Secretary of Flight Options. LLC Acting as Attorney-In-Fact #1.2.4.6.7,9,10 ka-raae, Vice President of Raytheon Travel Air CO. Acting as Attorney-in-Fact for #3.5.8 By signing above. the applicant agrees and stipulates (1) to the terms. conditions and certification of the AC form 8050.1 Aircraft Registration Application, to which this page is attached (the "Apracationl. (II) that an of the infermation set forth on the Application is true and cunect as of this date. and (Ill) the Apscation may be executed by the co-owners by executing separate counterpart signature pages. each of which when so executed and deevered shall be an original, but an such counterparts shall together constitute but one and the same *placation SDNv_GM_02756161 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243083 EFTA01328199 1 0 VVI0NV1N0 All0 O101O1N0 LT £ Wd ZZ 330 EIJOZ NB NOI1V211S1932111YHOHIV „NU H.LIAI OyllA SDNY_GM_02756162 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 1O, 15, and 17 EFTA 00243084 EFTA01328200 0 0 0 0 0 0 0 3 0 S ATTACHMENT TO AIRCRAFT RgGIATR.TION APPLICATION &OM'S.. freat,m3 Reg #: N793TA Model: Raytheon 400A N#: RK-244 Owning an undivided Name of Applicant: Interest of: Address: 1.) Michels Pipeline Construction, Inc. 25.00% of 100% Shown on Original form hereto 2.) Southeastern Mills, Inc. 12.50% of 100% Shown on Original form hereto 3.) REI Air, LLC 6.25% of 100% Shown on Original form hereto 4.) SL Wings, LLC 6.25% of 100% Shown on Original form hereto 5.) Aircap, LLC 12.50% of 100% Shown on Original form hereto 6.) Colas, Inc. 6.25% of 100% Shown on Original form hereto Anthony Zingale & Teresa M. Zingale - 7.) Trustees 12.50% of 100% Shown on Original form hereto 8.) Robert KetUer 6.25% of 100% Shown on Original form hereto 9.) Samair, Inc. 6.25% of 100% Shown on Original form hereto 10.) McHate-Matteson Interests, LLC 3.125% of 100% Shown on Original form hereto 11.) 12.) 13.) 14.) 15.) Signatures: Title: Date: Assistant Secretary of Flight Options, LLC Acting as Attorney-in-Fact #1,2,4,6,7,9,10 Vice President of Raytheon Travel Air Co. Acting as Attorney-in-Fact for L.:.via,. . f2la e-Q #3,5,8 ta-sat3 By signing above, the applicant agrees and stipulates (I) to tins, conditions and certification of the AC Form 8050-1 Aircraft Registration Application. to which this page is attached (the 'Applir2tioni, (ll) that all of the information set forth on the Application is true and cuffed as of this date, and (III) the Application may be executalthi thesis-owners by acetuting separate counterpart signature pages. each of which when so executed and delivered shall be an original, but all such Couhierpiris ;hall together constitute but one and the sane application. • SDNY_GM_02756163 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243085 EFTA01328201 0 VilOtiV1)10 A110 VHOHTINO LT C Wd ZZ 330 010? IIHNOLLVE/S13313 /31/8081V 'IVA HUM 031li SDNY_GM_02756164 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243086 EFTA01328202 00'000003 053FORM APPROVED OMB NO. 21204042 . UNITED STATES OF AMERICA x x025869 U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL CONVEYANCE RECORI ED AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CRIBED AS FOLLOWS: UNITED STATES 2001 FEB 5 En 11 I 3 REGISTRATION FEDERAL AVIATIOI NUMBER N 793TA ADMINISTRATION AIRCRAFT MANUFACTURER & MODEL RAYTHEON 400A . AIRCRAFT SERIAL NO. RK-244 DOES THIS 17Th DAY OF NOV., 2003 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS Do Not WMe In This Btock IN AND TO SUCH AIRCRAFT UNTO: F OR FAA USE ONLY NAME AND ADDRESS (IF INDIVIDUAL (S). GIVE LAST NAME. FIRST NAME. AND MIDDLE INITIAL.( re w co < RONALD A. ELENBAAS 3.125% OF 100% t (J 3328 OAKDALE w HICKORY CORNERS, MI 49060 D a. DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 177e DAY OF NOV., 2003. NAME (S) OF SELLER SIGNATURE (S) • TITLE (TYPED OR PRINTED) (IN INK CUTED FOR (TYPED OR PRINTED) CO-OWN ALL MUST IGN ) SELLER FLIGHT OPTIONS, LLC ASSISTANT JAMES R. DAUTERMAN SECRETARY ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FM AC Form 8050-2 (9/9 )(NS 0052-991 X9-0003) Supersedes Previous Edition SDNYOM02756165 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243087 EFTA01328203 1 0 Vii0HTINO All0 MOHY1NO LI £ Wd ZZ 330 OE IMIV 11B NOLLVilS1931113V rid NII/A 03113 - SDNY_GM_02756166 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243088 EFTA01328204 0 0 0 0 0 0 0 0 I 3 0 xx0258 kkp 7-S86; FAA RELEASE COINEYANCE RECO' Raytheon Aircraft Credit Corporation (the `Secured Pare Fi 5 10 secured party under the Security Agreement described and defined ErifSB R A L nZT AVIATIO. 10 AnIRISTRATIOti Exhibit A attached hereto, hereby releases from the terms of the Security Agreement all of its right, tile and interest in and to the Released Aircraft Interest described and defined on Exhibit A attached hereto. Aircraft Interest is released in full. Dated this day of November, 2003. Raytheon Aircraft Credit Corporation By: Name: Andrew A. Mathews Title: President 20640/ FFg W2-O314 .3(a 5-1 SDNY_GM_02756167 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243089 EFTA01328205 VWOMV1U0 ALIO VWOHV1V0 Th 8 WU 8 Mr tee 88 • NOI1V8181032114V11081V VI/1141MA 03114 SDNY_GM_02756168 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243090 EFTA01328206 0 0 0 0 0 0 r1 0 I 3 I Exhibit A FAA Release Security Agreement Supplemental Aircraft Security Agreement dated as of June 0„ 2003 between Raytheon Aircraft Credit Corporation, as secured party, and Flight Options, LLC, as debtor, recorded by the FAA on July 17, 2003 as Conveyance Number S122733; and further secured by the Supplemental Aircraft Inventory Security Agreement dated as of October 22, 2003, feeordkj 1iDA the FAA on 1404 ariler 5 I PC03 QS CcANIEyanCt. Nun** apncomsc (the "Security Agreement"). Aircraft One (I) Raytheon Aircraft Company model 400A aircraft bearing manufacturer's serial number RK-244 and United States Registration Number N793TA, together with two (2) Pratt & Whitney Canada, LTD. model JT I5D-5 aircraft engines bearing manufacturer's serial numbers PCS JA0256 and PCE-JA0257 (collectively the "Aircraft"). 20EAO/ SDNY_GM_02756169 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243091 EFTA01328207 Thei nwoHvlxo AIIQ d:::A002 ele NOIIVIIISID3W 1.PIN VV4 ()a lid 381v SDNY_GM_02756170 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243092 EFTA01328208 TOTow AFPACNID So TIO-002 unneneyameOF NERD oteunuonof yn.4avoloAnoi " ° ' ' ROOM *NMI AMINININIC0402 lielerage Affitste%Mem COMM AIRCRAFT REGISTRATION APPUCJOICN CERT. ISSUE DATE UNI RECESTRATIONNUSSER TED STITES ti 793TA AIRCRAFT MANUFACTIRER & MEM Raytheon 400A MRCIRAFT SERIAL No (MD NOV 6 2002 -244 FOR FAA USE ONLY 'WE OF REGIEMIATRIN IOIe ow tog !DLit-4as ci 2. IFIVIRESIO la 3. oopontan got coon 0 t eon 0 &'4•Pcalle NAME W APPUCMIT ONNOITIN Yew. SI Se 0 0.00INS I (00AIIII4 gla NO Mot Se Noe eral mane Mai 11.) Flight Options, LW 252 of 100'); 3.112, • (pee Attachment &Oka ItIACPS) JJJ TIDEPHYE NUMBER ( 1 NICRESS OIerTortrt mean; Maas ON lbet EPOS MOW Flight Options, LLC Moss ar0 Met 2619A Cnrrins-9risht Parkway FlefloAN PO. Son an STATE Tr COOE ' Richmond Heights OR 44143 CI CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Red the following statement before signing this application. This portion MUST be completed. A lase or Throned nor man/ pumaorn n limb applaerce mob• veal. foe purearroote by Int &Ores engeNo-erv! . NS Cale. Toe It See. NMI • CERTIFY CERTIFICATION (I) TNT to ere woe is owwa te re wersitold sax a a • emon (,so rocwatoe , Y re UMW Stoles. tre wow wet pri meows L 0, CialCx ONE AS ATISCORIME: o 0 A NSW siel. WM Yen reglelniel (Fore 1.151 or Rea 1461) ll. O. ID A roodino .swan eggnog era ease buses weer Ile Iles 0 Dmiel ard NM Moe Is Seed end Tamale IS In to UMW SOS Poem* 0 No non OM MISS sr nmedlorr 0 (2) moo se ante fa tegaloy0 west to lee of ore lacer roan en 0) nue *pa 54•••:• Of osTentO a steel or Nei been feed se IS Fenn, hotter N>nrestreloo NOTE' el exoculed for WOO all aorricantt must sir. Use reverse stle rl neeesstoT TYPE INT NAME OW SIGNATURE ITRE Assistant Secretor fDAIrf 1 J. !I utions, LW wri4:5 TITLE DATE \ SIGNATURE TITLE DATE Hon 4nrorg nfoffg Cl the CAnfa nO a MOM algellaa. We ebb' Troy be *prase for e sped not r encen 0 90 . 6.0.e *Fon me Ito OINK mokelete. fl'SAMI urged in iv even ceps 0 ell M AC Ron 8059-i (/250) (0352-00-62194007) *SW Pfroous Edna, SONY_GM_O2756171 :T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00243093 EFTA01328209 • VI`:0:•:%11)!O LC TT WEI C 130 NU VVA SDNY_GM_02756172 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00243094 EFTA01328210 9 9 U anaHmENT-to 'AIRCRAFT REGISTRATION APPLICATION acs?cot ter-i AD3 Reg it N793TA Model: Raytheon 400A S!N#: RK-244 Owning an undivided Name of Applicant: Interest of: Address: 1.) Michels Pipeline Construction, Inc. 25.00% of 100% Shown on Original form hereto 2.) Southeastern Mills, Inc. 12.50% of 100% Shown on Original form hereto 3.) REI Air, LLC 6.25% of 100% Shown on Original form hereto 4.) SL Wings. LLC 6.25% of 100% Shown on Original form hereto 5.) Aircap, LLC 12.50% of 100% Shown on Original form hereto 6.) Colas, Inc. 6.25% of 100% Shown on Original form hereto Anthony Zingale M. Zingate 7.) - Trustees 12.50% of 100% Shown on Original form hereto 8.) Robert Kettler 6.25% of 100% Shown on Original form hereto 9.) Samair, Inc. 6.25% of 100% Shown on Original form hereto 10.) McHale;M4458on -"AktretStS LAC. 3.125% of 100% Shown on Original form hereto 11.) 12.) 13.) 14.) 15.) Signatures: Title: Date: Assistant Secretary of Flight Options. LLC as Attomey4n-Fact /41,2.4.6.7.9.10 10-1-6-3 Vice President of Raytheon Travel Air Acting as Attorney-in-Fact #3.5.8 By signing above. the applicant agrees and stipulates (I) to the terms. conditions and certification of the AC Form 8050-1 Aircraft Registration Appicabon. to which this page Is attached (the 'APP4cabon"). (II) that all of the information set forth on the Application is true and cured as of this date. and (III) the Applicabon may be executed by the co-owners by executing separate counterpart signature pages. each of which when so executed and delivered shall be an original, but al/ such counterparts shall together constitute but one and the same application. SDNY_GM_02756173 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243095 EFTA01328211 w"r!."11M0 L£ TI WH £ COe2 •• • : VV•;r!i... _ SDNY_GM_027561 74 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243096 EFTA01328212 u 0 0 0 0 0 0 0 9 0 0 ATTACHMENT TO AIRCRAFT REGISTR4TIO& APPLICATION cbalt-HW0‘ , IQ -142 Reg #: N793TA Model: Raytheon 400A SIN#: RK-244 Owning an undivided Name of Applicant: Interest of: Address: 1.) Michels Pipeline Construction, Inc. 25.00% of 100% Shown on Original form hereto 2.) Southeastern Mills, Inc. 12.50% of 100% Shown on Original form hereto 3.) REI Air, LLC 6.25% of 100% Shown on Original form hereto 4.) SL Wings, LLC 6.25% of 100% Shown on Original form hereto 5.) Aircap, LLC 12.50% of 100% Shown on Original form hereto 6.) Colas, Inc. 6.25% of 100% Shown on Original form hereto Anthony Zingale OEM0. M. Zingale - -- - 7.) Trustees 12.50% of 100% Shown on Original form hereto 8.) Robert Kettler 6.25% of 100% Shown on Original form hereto 9.) Samair, Inc. 6.25% of 100% Shown on Original form hereto 10.) meriale+takkseen TAWEsts 3.125% of 100% Shown on Original form hereto 11.) 12.) Signatures: Title: Date: Assistant Secretary of Flight Options, LLC Acting as Attorney-in-Fact #1,2,4,6,7,9,10 Vice President of Raytheon Travel Air Acting as Attorney-in-Fact #3.5.8 1P-( -O3 Assistant Secretary of Flight Options, LLC for #11 By signing above. the applicant agrees and stipulates ill to the terms. conditions and certification of the AC Form 8050-1 Aircraft Regiseation Application. to which this page is attached (the "Apeocaticry). (II) that all of the information set forth on the Application is true and correct as of Ibis date. and (III) the Application may be executed by die co-owners by executing separate counterpart signature pages. each of which when so executed and dekvered shall be an original. but all such counterparts shall together constitute but one and the samo application. SDNY_GM_02756175 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243097 EFTA01328213 VIIORV1M0 . ,,:":".V1Y.0 LC TT LIU £ /30 C0 SONY GM 02756176 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243098 EFTA01328214 FORM APPROVED . 2i2Q0002 .. ..f. gi•A - • UVUC010D UNIT kiED- __..,STMECOF AME"-RIL U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE COI VEYANCE RECORDED UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CRIBED AS FOLLOWS: • 2003 NOV 6 Pill 4 01 UNITED STATES REGISTRATION FEDERAL AVIATION ADMINISTRAT;ON NUMBER N 793TA AIRCRAFT MANUFACTURER & MODEL RAYTHEON 400A AIRCRAFT SERIAL NO. RIC-244 DOES THIS, TM DAY OF SEPT., 2003 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS Do Not Write In This Block IN AND TO SUCH AIRCRAFT UNTO: FOR FAA USE ONLY NAME AND ADDRESS (IF INDIVIDUAL (5), GIVE LAST NNAE, FIRST NAME. AND MIDDLE INMAL.) PURCHASER FLIGHT OPTIONS, LLC 3.125% OF 100% 26180 CURTISS-WRIGHT PARKWAY RICHMOND HTS., OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS33 TN OF SEPT., 2003. NAME (S) OF SELLER ,---‘. SIG TURE (S) TITLE (TYPED OR PRINTED) I (IN I (IF )IECUTE FOR (TYPED OR PRINTED) CO-OW RS IP. ALL SIGN.) SELLER EDWARD JRAPPA ASSISTANT SECRETARY ( IC JAMES R. DAUTERMAN OF FLIGHT OPTIONS, LLC ACTING AS ATTORNEY IN FACT FOR EDWARD .KAPPA ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FM 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 03.001IMIA SDNY_GM_0275Bin SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243099 EFTA01328215 V(O171)0 A}.!•:; L£ II lJkl £ 130 CO IR; fil,:irOtr,r SDNY_GM_02758178 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243100 EFTA01328216 U.S. DEPARTMENT OF TRANSPORTATION SEE CONVEYANCE NO FEDERAL AVIATION ADMINISTRATION FILING DATE: CROSS-REFERENCE-RECORDATION original of this form This Corm is to be used in cases where a conveyance rovers several aircraft and engines, propellors, or locations. File with the recorded conveyance and a copy in each aircraft folder involved. TYPE OF CONVEYANCE DATE EXECUTED SUPPLEMENT TO DOC S 122733 1022/03 SUPPLEMENTAL AIRCRAFT INVENTORY SECURITY AGREEMENT FROM DOCUMENT NO. FLIGHT OPTIONS LLC - BORROWER QQ0281I8 DATE RECORDED TO OR ASSIGNED TO RAYTHEON AIRCRAFT CREDIT CORP - LENDER November 5, 2003 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: AIRCRAFT (List by registration number) I IOTA,.NI IMRFR INVOI VP') II N74614 N742TA N715TA NTH-1'A N793TA / N437CW N744TA N74ITA NT20TA N726TA N754TA ENGINES I TOTAL NIIMRER MVO! vF7I1 22 SERIAL MAKES) NO. (SEE ATTACHED LIST) (SEE ATTACHED LIST) PROPELLF.RS I TOTAI NIIMRFR INVOLVED SERIAL MAKE(S) NO. SPARE PARTS -LOCATIONS I TOTAL NUMRFR INVOI vFn LOCATION RECORDED CONVEYANCE FILED IN: N798TA, RAYTHEON AIRCRAFT CORP 400A, Sft4 RK-I98 (SEE O06, PG 5) AC FORM SOSO. (I-%) SDNY_GM_02756179 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 00243101 EFTA01328217 SDNY_GM_02756180 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243 I 02 EFTA01328218 i-r-t 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 FAA ASSIGNMENT SEPTEMBER 22, 2003 SEE CONVEYANCE X140282, C002, PG7) FROM DOCUMENT NO. BANK OF AMERICA NA R062974 RAYTHEON AIRCRAFT RECEIVABLES CORP TO OR ASSIGNED TO DATE RECORDED GENERAL AVIATION RECEIVABLES CORP September 29, 2003 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: AIRCRAFT (List by nitration mutter) 1 TOTAI.NI IMRFR DIVOT vcn 1 N793TA • ENGINES I TOTAI.NIIINFIFR INVOI VFID 2 MAKES) • SERIAL PRATT & WHITNEY JTI 5D-5 NO. PCE-JA0256 PCE-3A0257 PROPEI I FPS I TOTAI NIIMRFR MVO; WI) MAKES) SERIAL NO. SPARE PARTS -LOCATIONS I TOTAI NIIMRFR INVOLVFD LOCATION RECORDED CONVEYANCE FILED IN: N793TA RAYTHEON AIRCRAFT 400A SERIAL RK-244 AC FORM 8050-23 (I-%) (0052-00-6824000) SDNY GAO 02756181 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243103 EFTA01328219 r SDNYGM02756182 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243 I 04 EFTA01328220 0 0 0 0 0 0 0 2 6 7 4 R062974 FAA ASSIGNMENT CONVEYANCE XL This FAA Assignment (this "Agreement") is made as of the XL day of September, 2003 (the "Effective Date") by and among Bank of America, National Associasjgn as Administrative Agent (the "Original Agent"), Raytheon Aircra)32gavalacsithirpirAThn, a Kansas corporation ("RARC"), and General Aviation Receivables Corporation,..a (pri!aware corporation ("GARC"). ADMI,iiSTRATION RECITALS: A. Original Agent is the assignee and holder of the security agreement described on Annex I attached hereto (the "Security Agreement"). B. Original Agent desires to assign to RARC all of the Original Agent's right, title and interest in and to the Security Agreement, the obligations secured thereby, all payments with respect thereto, all rights under and with respect to the documents and collateral relating to each such Security Agreement and all proceeds thereof (collectively, the "Assigned Rights"). C. RARC desires to assign to GARC pursuant to the Sale and Conveyance Agreement dated as of September I, 2003 (as amended, restated, supplemented or otherwise modified from time to time, the "Sale and Conveyance Agreement") between RARC and GARC all of RARC's right, title and interest in and to the Assigned Rights. D. GARC desires to assign all of its right, title and interest in and to the Assigned Rights to Bank of America, N.A. as Administrative Agent (in such capacity the "Administrative Agent") for the Secured Parties under a Fifth Amended and Restated Purchase and Sale Agreement (as amended, restated, supplemented or otherwise modified from time to time, the "Purchase Agreement") dated as of September I, 2003 among GARC, RARC, Raytheon Aircraft Credit Corporation as originator and servicer, the financial institutions and other entities from time to time parties thereto and purchasers thereunder and the Administrative Agent, in order to perfect the Secured Parties' rights in the Assigned Rights. NOW, THEREFORE, in consideration of the foregoing, the parties agree as follows: I. Original Agent Assignment. The Original Agent hereby sells, assigns and transfers to RARC all the Original Agent's right, title and interest in and to the Assigned Rights. 2. RARC Assignment. RARC hereby sells, assigns and transfers to GARC all of RARC's right, title and interest in and to the Assigned Rights. 3. GARC Assignment. GARC hereby sells, assigns and transfers to the Administrative Agent for the ratable benefit of the Secured Parties all of GARC's right, title and interest in and to the Assigned Rights. etlbalos SDNY_GM_02756183 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243105 EFTA01328221 • i• VriONV1)10 AE i.: (14v-Ho 86 Z Wd £Z d3S tOCZ bti WWI; 1A1S0211V TIA SI1USCTIU SDNY_GM_02756184 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243106 EFTA01328222 7 0 0 0 0 0 0 0 9 6 7 5 4. Other Agreements. This Agreement is entitled to the benefits of and is made subject to the terms and conditions of the Purchase Agreement and the Sale and Conveyance Agreement. 5. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 6. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAWS BUT OTHERWISE WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPALS). 7. Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG ANY OF THEM ARISING OUT OF, CONNECTED WITH, RELATING TO OR INCIDENTAL TO THE RELATIONSHIP BETWEEN THEM IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS (AS SUCH TERM IS DEFINED IN THE PURCHASE AGREEMENT). 8. Submission to Jurisdiction. EACH OF THE PARTIES HERETO HEREBY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE UNTED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND OF ANY NEW YORK STATE COURT SITTING IN THE CITY OF NEW YORK FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. NOTHING IN THE SECTION 8 SHALL AFFECT THE RIGHT OF ANY PERSON TO BRING ANY ACTION OR PROCEEDING AGAINST ANY OF THE PARTIES HERETO OR ANY OF THEIR RESPECTIVE PROPERTY IN THE COURTS OF OTHER JURISDICTIONS. 9. Severability of Provisions. If any one or more of the provisions of this Agreement shall for any reason whatsoever be held invalid, then such provisions shall be deemed severable from the remaining provisions of this Agreement and shall in no way affect the validity or enforceability of such other provisions. -2- I 274909v6 SDNY_GM101_02756185 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243107 EFTA01328223 SDNY GM 02756186 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243 I 08 EFTA01328224 0 0 0 0 0 0 0 2 6 7 6 10. Further Assurances. Each of the parties hereto agrees to do and perform, from time to time, any and all acts and to execute any and all further instruments required or reasonably requested by any other party hereto (or any of their successors or permitted assigns) to more fully effect the purposes of this Agreement. 11. Interation. This Agreement contains the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall (together with the other Transaction Documents) constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the Effective Date. BANK OF AMERICA, N.A., as Administrative Agent By: Title: Vice President RAYTHEON AIRCRAFT RECEIVABLES COFtPORATI Kansas co ration By: Title: Assis ant Secretary GENERAL AVIATION RECEIVABLES CORPO Delaware corporation By: Title: ecretary 1274909v6 SDNY_GM_02756187 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243 I 09 EFTA01328225 SDNY_GM_02756188 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243110 EFTA01328226 0 0 0 0 0 0 0 ? 6 7 7 ANNEX 1 Security Agreement dated December 31, 1999 between Aircap, L.L.C., as debtor, and Raytheon Aircraft Credit Corporation ("RACC"), assigned by RACC to Raytheon Aircraft Receivables Corporation ("RARC") by the FAA Assignment dated December 31, 1999, further assigned by RARC to Bank of America, National Association as Administrative Agent by the FAA Assignment dated December 31, 1999, recorded by the Federal Aviation Administration on March 6, 2000, as Conveyance No. XI40282 (the "Security Agreement") covering the Raytheon Aircraft Company model 400A aircraft bearing manufacturer's serial number RC-244, United States Registration No. N793TA, and two (2) Pratt & Whitney Ltd. model JT15D-5Circraft engines bearing manufacturer's serial numbers PCE-JA0256 and PCE-JA0257. OF WHICH IS CAPABLE • EACH OF 750 OR MORE RATED PRODUTAKEG HORSEPOWER SDNY_GM_02756189- SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243 I 11 EFTA01328227 6ERflEi6AFE certiiy 11111 1 IWO compared WS . - WM MO ONO& illIARMOIlt WO it i1 • .g,"4 09O0 C0Py 01 WIaripral. VNO:-IV1X0 All0 Wd £Z d3S C1i V t'A SDNY_GM_02756190 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243I 12 EFTA01328228 -r • -, U.S. DEPARTMENT OF TRANSPORTATION SEE CONVEYANCE NO . FEDERAL AVIATION ADMINISTRATION CROSS-REFERENCE—RECORDATION FILING DATE: • This form is to be used in eases where a conveyance coven 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 FAA ASSIGNMENT SEPTEMBER 22, 2003 SEE CONVEYANCE G000258, 0013, PGI) FROM DOCUMENT NO. BANK OF AMERICA NA 1(062973 RAYTHEON AIRCRAFT RECEIVABLES CORP TO OR ASSIGNED TO DATE RECORDED GENERAL AVIATION RECEIVABLES CORP September 29, 2003 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: AIRCRAFT (List by registration numbs) I TOTAI.NI IMRFR INVOI NED I N793TA ENGINES I TOTAL. NIIMRPR INVOI VF11 2 MAWS) SERIAL PRATT & WHITNEY IT,5D-5 No. PCE-3A0256 PCE-JA0257 PROPELLERS I TOTAL NI IMRFR INVOI NW/ MAKE(S) SERIAL NO. SPARE PARTS -LOCATIONS I TOTAL NI MRFR INVOI WI) LOCATION RECORDED CONVEYANCE FILED IN: N793TA RAYTHEON AIRCRAFT 400A SERIAL RK-244 AC FORM 8050-23 (146) (0052-00-582-60001 soilit'biA_62756191 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243113 EFTA01328229 SDNY GM 02756192 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243114 EFTA01328230 fl 0 0 0 0 0 0 2 6 7 8 R062973 FAA ASSIGNMENT COHVGYANCE fiCORDED This FAA Assignment (this "Agreement") is made as of the ,/day of September, 2003 (the "Effective Date") by and among Bank of America, National Asnrciaj4oploas Administrative Agent (the "Original Agent"), Raytheon Aircraft /683.32,46a Ccirtibralictir? a Kansas corporation ("RARC"), and General Aviation Receivables Corporation, a Delaware ) ; nun corporation (11GARC"). - ' " ' ADMINISTRATION RECITALS: A. Original Agent is the assignee and holder of the security agreement described on Annex I attached hereto (the "Security Agreement"). B. Original Agent desires to assign to RARC all of the Original Agent's right, title and interest in and to the Security Agreement, the obligations secured thereby, all payments with respect thereto, all rights under and with respect to the documents and collateral relating to each such Security Agreement and all proceeds thereof (collectively, the "Assigned Rights"). C. RARC desires to assign to GARC pursuant to the Sale and Conveyance Agreement dated as of September 1, 2003 (as amended, restated, supplemented or otherwise modified from time to time, the "Sale and Conveyance Agreement") between RARC and GARC all of RARC's right, title and interest in and to the Assigned Rights. D. GARC desires to assign all of its right, title and interest in and to the Assigned Rights to Bank of America, N.A. as Administrative Agent (in such capacity the "Administrative Agent") for the Secured Parties under a Fifth Amended and Restated Purchase and Sale Agreement (as amended, restated, supplemented or otherwise modified from time to time, the "Purchase Agreement") dated as of September 1, 2003 among GARC, RARC, Raytheon Aircraft Credit Corporation as originator and servicer, the financial institutions and other entities from time to time parties thereto and purchasers thereunder and the Administrative Agent, in order to perfect the Secured Parties' rights in the Assigned Rights. NOW, THEREFORE, in consideration of the foregoing, the parties agree as follows: I. Original Agent Assignment. The Original Agent hereby sells, assigns and transfers to RARC all the Original Agent's right, title and interest in and to the Assigned Rights. 2. RARC Assignment. RARC hereby sells, assigns and transfers to GARC all of RARC's right, title and interest in and to the Assigned Rights. 3. GARC Assignment. GARC hereby sells, assigns and transfers to the Administrative Agent for the ratable benefit of the Secured Parties all of GARC's right, title and interest in and to the Assigned Rights. 4, • OD 9 as oB u1/44sabo_-0 SDNY_GM_02756193 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243115 EFTA01328231 VitiONV1NO rNotiviuo 011 Z hid CZ 439 COO? N8 liCIIV:111:*;;,' .1:11a31111> 114"41O.1A; 03114 SDNY_GM_02756194 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243I 16 EFTA01328232 0 0 0 0 0 0 0 6 7 9 4. Other Agreements. This Agreement is entitled to the benefits of and is made subject to the terms and conditions of the Purchase Agreement and the Sale and Conveyance Agreement. 5. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 6. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAWS BUT OTHERWISE WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPALS). 7. Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG ANY OF THEM ARISING OUT OF, CONNECTED WITH, RELATING TO OR INCIDENTAL TO THE RELATIONSHIP BETWEEN THEM IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS (AS SUCH TERM IS DEFINED IN THE PURCHASE AGREEMENT). 8. Submission to Jurisdiction. EACH OF THE PARTIES HERETO HEREBY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE UNTED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND OF ANY NEW YORK STATE COURT SITTING IN THE CITY OF NEW YORK FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. NOTHING IN THE SECTION 8 SHALL AFFECT THE RIGHT OF ANY PERSON TO BRING ANY ACTION OR PROCEEDING AGAINST ANY OF THE PARTIES HERETO OR ANY OF THEIR RESPECTIVE PROPERTY IN THE COURTS OF OTHER JURISDICTIONS. 9. Severability of Provisions. If any one or more of the provisions of this Agreement shall for any reason whatsoever be held invalid, then such provisions shall be deemed severable from the remaining provisions of this Agreement and shall in no way affect the validity or enforceability of such other provisions. -2- 1274909v6 SDNY_GM_02756195 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243117 EFTA01328233 SDNYGM02756196 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243 I 18 EFTA01328234 0 0 0 0 0 0 0 2 6 9 0 10. Further Assurances. Each of the parties hereto agrees to do and perform, from time to time, any and all acts and to execute any and all further instruments required or reasonably requested by any other party hereto (or any of their successors or permitted assigns) to more fully effect the purposes of this Agreement. 11. Integration. This Agreement contains the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall (together with the other Transaction Documents) constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the Effective Date. BANK OF AMERICA, N.A., as Administrative Agent By: Title: Vice • sident RAYTHEON AIRCRAFT RECEIVABLES CORPORA a Kans ••.•ration By: Tit! stant S tary GENERAL AVIATION RECEIVABLES CORPO Delaware corporati By: Title: ary 1274909v6 SDNY_GM_02756197 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243119 EFTA01328235 SDNY_GM_02756198 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243 I 20 EFTA01328236 0 0 0 0 0 0 0 1 6 3 I .• . ANNEX I Security Agreement dated September 25, 2001, between Robert Kettler, as debtor, and Raytheon Aircraft Credit Corporation ("RACC"), assigned by RACC to Raytheon Aircraft Receivables Corporation ("RARC") by the FAA Assignment dated September 25, 2001, further assigned by RARC to Bank of America, National Association as Administrative Agent by the FAA Assignment dated September 25, 2001, recorded by the Federal Aviation Administration on November 27, 2001, as Conveyance No. 6000258 (the "Security Agreement") covering the Raytheon Aircraft Company model 400A aircraft bearing manufacturer's serial number RK-244, United States Registration No. N793TA, and two (2) Pratt & Whitney model JTISD-5thircraft engines bearing manufacturer's serial numbers PCE-JA0257 and PCE-JA0256. CAPABLE OF OF WHICH IS MORE RATED EACH OR PRODUCING 750 HORSEPOWER TAKEOFF SDNY_GM_02756199 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243121 EFTA01328237 • •• 4, • ce alltTiEleteie compared this cattily that I haveinsvu tnent artO it is hereby original *lira,. instrument with the yol correct a tate and VIhOHVlk0 AIFO viMPV1310 8k 3 Wd C2 d3S VVd in:2oviv OSl1.4 SDNY_GM_02756200 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243122 EFTA01328238 A, 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 coven several aircraft and engines, propellers, or locations. Fik original of this form with the recorded conveyance and a copy in each aircraft folder involved. TYPE OF CONVEYANCE DATE EXECUTED FAA ASSIGNMENT SEPTEMBER 22, 2003 SEE CONVEYANCE SI18267, C018, PGI) FROM DOCUMENT NO. BANK OF AMERICA NA R062972 RAYTHEON AIRCRAFT RECEIVABLES CORP TO OR ASSIGNED TO DATE RECORDED GENERAL AVIATION RECEIVABLES CORP September 29, 2003 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: AIRCRAFT (List by regisbilice Rumba) I TrAl NI!MEER INVOI WI) I N793TA ENGINES I TOTAL NIIMRFR Well WO 2 MAKE(S) SERIAL PRATT & WHITNEY JTISD-S NO. PCE-3A0256 PCE-1A0257 PROPF" I FRC I TOTAI NIIMRFR MVO! VET) MAKE(S) SERIAL NO. . SPARE PARTS -LOCATIONS ' I TOTAI NIIMRFR INVO! WI) LOCATION RECORDED CONVEYANCE FILED IN: N793TA RAYTHEON AIRCRAFT 400A SERIAL RK-244 AC FORM SOSO-23 (I-96) (002-00-582-6000) SDNY_GM_02756201 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFFA_00243123 EFTA01328239 SDNY_GM_02756202 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243124 EFTA01328240 0 0 0 0 0 0 0 2 6 8 2 R 0 6 2 97 2 FAA ASSIGNMENT CONVEYANCE ASte 0 DED This FAA Assignment (this "Agreement") is made as of the';t rday of September, 2003 (the "Effective Date") by and among Bank of America, National Association as Administrative Agent (the "Original Agent"), Raytheon Aircraft MeStibla CatioratiA a Kansas corporation ("RARC"), and General Aviation Receivables Corporation, a Delaware corporation ("GARC"). r- ADMUIISTRATION RECITALS: A. Original Agent is the assignee and holder of the security agreement described on Annex I attached hereto (the "Security Agreement"). B. Original Agent desires to assign to RARC all of the Original Agent's right, title and interest in and to the Security Agreement, the obligations secured thereby, all payments with respect thereto, all rights under and with respect to the documents and collateral relating to each such Security Agreement and all proceeds thereof (collectively, the "Assigned Rights"). C. RARC desires to assign to GARC pursuant to the Sale and Conveyance Agreement dated as of September I, 2003 (as amended, restated, supplemented or otherwise modified from time to time, the "Sale and Conveyance Agreement") between RARC and GARC all ofRARC's right, title and interest in and to the Assigned Rights. D. GARC desires to assign all of its right, title and interest in and to the Assigned Rights to Bank of America, N.A. as Administrative Agent (in such capacity the "Administrative Agent") for the Secured Parties under a Fifth Amended and Restated Purchase and Sale Agreement (as amended, restated, supplemented or otherwise modified from time to time, the "Purchase Agreement") dated as of September 1, 2003 among GARC, RARC, Raytheon Aircraft Credit Corporation as originator and servicer, the financial institutions and other entities from time to time parties thereto and purchasers thereunder and the Administrative Agent, in order to perfect the Secured Parties' rights in the Assigned Rights. NOW, THEREFORE, in consideration of the foregoing, the parties agree as follows: I. Original Agent Assignment. The Original Agent hereby sells, assigns and transfers to RARC all the Original Agent's right, title and interest in and to the Assigned Rights. 2. RARC Assignment. RARC hereby sells, assigns and transfers to GARC all of RARC's right, title and interest in and to the Assigned Rights. 3. GARC Assignment. GARC hereby sells, assigns and transfers to the Administrative Agent for the ratable benefit of the Secured Parties all of GARC's right, title and interest in and to the Assigncd Rights. eCua Mkt csa) ckla*a SDNY_GM_02756203 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243125 EFTA01328241 4 vriolivimo ADD vr;:,..viy.o 9k Z LW £Z d3S CON .1.f.,1JC`UIV ily:S SDNY_GM_02756204 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243126 EFTA01328242 0 0 0 no 0 0 6 8 3 4. Other Agreements. This Agreement is entitled to the benefits of and is made subject to the terms and conditions of the Purchase Agreement and the Sale and Conveyance Agreement. 5. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 6. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAWS BUT OTHERWISE WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPALS). 7. Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG ANY OF THEM ARISING OUT OF, CONNECTED WITH, RELATING TO OR INCIDENTAL TO THE RELATIONSHIP BETWEEN THEM IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS (AS SUCH TERM IS DEFINED IN THE PURCHASE AGREEMENT). 8. Submission to Jurisdiction. EACH OF THE PARTIES HERETO HEREBY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE UNTED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND OF ANY NEW YORK STATE COURT SITTING IN THE CITY OF NEW YORK FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. NOTHING IN THE SECTION 8 SHALL AFFECT THE RIGHT OF ANY PERSON TO BRING ANY ACTION OR PROCEEDING AGAINST ANY OF THE PARTIES HERETO OR ANY OF THEIR RESPECTIVE PROPERTY IN THE COURTS OF OTHER JURISDICTIONS. 9. Severability of Provisions. If any one or more of the provisions of this Agreement shall for any reason whatsoever be held invalid, then such provisions shall be deemed severable from the remaining provisions of this Agreement and shall in no way affect the validity or enforceability of such other provisions. -2- I 274909v6 SDNY_GM_02756205 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243 I 27 EFTA01328243 SDNY_GM_02756206 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243 I 28 EFTA01328244 4 • 0 0 0 0 0 0 0 2 6 8 4 I. J' 10. Further Assurances. Each of the parties hereto agrees to do and perform, from time to time, any and all acts and to execute any and all further instruments required or reasonably requested by any other party hereto (or any of their successors or permitted assigns) to more fully effect the purposes of this Agreement. 11. Integration. This Agreement contains the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall (together with the other Transaction Documents) constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the Effective Date. BANK OF AMERICA, N.A., as Administrative By: Title: V e 'resident RAYTHEON AIRCRAFT RECEIVABLES CORPORATI a Kans on By: Title: Assistant Secretary GENERAL AVIATION RECEIVABLES CORPORATION, a Delaware corporation By: Title SEretary 1274909v6 SDNY_GM_02756207 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243129 EFTA01328245 SDNYGM02756208 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243130 EFTA01328246 0 0 0 0 0 0 0 2 6 8 5 ANNEX I Security Agreement dated January 14, 2002 between Samair, Inc., as debtor, and Raytheon Aircraft Credit Corporation ("RACC"), assigned by RACC to Raytheon Aircraft Receivables Corporation ("RARC") by the FAA Assignment dated January 15, 2002, further assigned by RARC to Bank of America, National Association as Administrative Agent by the FAA Assignment dated January 15, 2002, recorded by the Federal Aviation Administration on March 6, 2002, as Conveyance No. SI 18267 (the "Security Agreement") covering the Raytheon Aircraft Company model 400A aircraft bearing manufacturer's serial number RK-244, United States Registration No. N793TA, and two (2) Pratt & Whitney model JT15D-Ssaircraft engines bearing manufacturer's serial numbers PCE-JA0257 and PCE-JA0256. • EACH OF W :ICH IS CAPABLE OF PRODUCING 750 OR MORE RATED TAKEOFF HORSEPOWER SDNY_GM_02756209 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243131 EFTA01328247 C • " alifIRCATE I hereby certify that I have compared instrument with the this original Matnneht end it a true and correct copy ol said ctItitialn. i6 Avms_Eet LUG ri. :".•,:!yiy.0 86 2 lid €2 d3S cce? VG VVd 031;3 SDNY_GM_02756210 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243 I 32 EFTA01328248 FORM APPROvt0 9 4 9 CAM No MO-COQ —11—'10 . A ac Cf.PARIIMIT CO TRANSPORMION •••••desae_losimon arritanotraira sac ISOILYPIV.M. cn 'SMUT RECISTIUMC01 APPUCATION CERT ISSUE DATE • tort, STATES u 793TA REOMMAnON MAW n IIRCSAFT MAKIFACTOIER • NOM • Raytheon 400A AIRCRAFT SERIAL Na FX SEP 29 2003 RR-244 FOR FAA USE ONLY • TYPE OF REGISTRATION tom, ono Pcp) • 0 I. IIICPAGUR 0 2. Partnership 0 3. Corm.moon ( 4. Commer El 5. Oast 0 S.Msaleve HAW OF APPLICANT CP•ilon011 Woo, co awn ci wenn. I. letni1041 VII IAN diAL Ord Pak ad miltal Wal I 11.) Edward J. Rappa 3.125% of 100% • See Attachment cia46, a 5-t.c[4: TELEPHONE MASER , I "DIgns (Parmn" na°1/217}7AVtperfcrnr," LLC Renew ,,,p West 26180 Curtiss-Wright Parkway An/ AAA* CITY STATE ZIP COOS Richmond Heights OH 44143 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 ISA a astor•ITI Ira TO NW astern., applIcan in S 'pte lot poviernere by It* Ana IR drassiscoriwN • WS GTO. Edo II. Sec TONI CERTIFICATION •WE Canner III TRW Ow Sow Awe rs ono, DI Ps wWwWTOTI Wk.{ •10 Realm THAW% caws.** a en USW, Slaws Oa cup INN. WO name CO IVAII0 I Or CREOT ONE AS APPROPRIATE • 0 A iwillel slwt WET .in wpotortOo (row 1. , 5. Or rase 1-$3.1 TO b. O A itwation colotalon craw, as ORTE RAPS toner Pa Ian a [trawl _ ow NM ARAM a LAMA NW plmanly us] In Ow UMW SWIM Swords a NO. Ron Sit waN0.0 .0, owP•c•To a CH TRH re &NM a re. wERNOTI Wel RA IRO of RN *Or sate and (3) Me vrpo manor a omastm a nom at re. Wen Ned *oh to Feats/ Anton Ai:roost:Roo NOTE: II stOCUNd for COOTWiti•Np av tioolCarM must son Use cows* &Go if nen-”Iry 1 TYPE OR I R NAME SE SIGNATURE TnEVice President of am 1 g sEr UE 8 0 s LLC ptions, mulacting as ttorney-fa* 5-15-03 Fact for Edward J. Rappa CAT[ a i SIGNATURE TM AP 1X NOTE PlIACIAA rococo. o. Pa CHIllomeolAlosall Reparafoo. The ORS Ray OP amnia, kr s puma MIA MS Al SO Oen. Peng Hoot, Tow t• MC copy CP cos WORMER mai as MANI IA SO INCIAIL AC Fam Kepi ozsomostoo-szersosn 94eseas Pants ESKA SDNY_GM_02756211 :T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00243133 EFTA01328249 VI405131110 4 A I'D V' 1;s1rUt 0 e IZ 6 WU 83 AIN CO. 10 S SONY_GN1_02756212 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA JX1243134 EFTA01328250 0 0 0 0 0 0 0 9 S 0 ATTACHMENT TO AIRCRAFT REGISTRATION APPLICATION ci rd Reg #: N793TA Model: Raytheon 400A RK-244 Owning an undivided Name of Applicant: Interest of: Address: 1.). Michels Pipeline Construction, Inc. 25.00% of 100% Shown on Original form hereto 2.) Southeastern Mills, Inc. 12.50% of 100% Shown on Original form hereto 3.) REI Air, LLC 6.25% of 100% Shown on Original form hereto 4.) SL Wings, LLC 6.25% of 100% Shown on Original form hereto 5.) Aircap, LLC 12.50% of 100% Shown on Original form hereto 6.) Colas, Inc. 6.25% of 100% Shown on Original form hereto Anthony Zingale irrift:Ss. M. Zingale 7.) - Trustees 12.50% of 100% Shown on Original form hereto Robert Kettler 6.25% of 100% Shown on Original form hereto • 9.) Samair, Inc. 6.25% of 100% Shown on Original form hereto 10.) McHale.htS6 3.125% of 100% Shown on Original form hereto 11.) 12.) 13.) 14.) 15.) Signatures: Title: Dale: Vice President of Flight Options, LLC as Attorney-in-Fact #1,2,4,6,7,9.10 SI.ct-o3 Vice President of Raytheon Travel Air Acting as Attorney-in-Fact #3.5.8 By signing above. the applicant agrees and stipulates (II to the terms. conditions and certification of the AC Form 8050-1 Aircraft Regstration Application. to which this page is attached (the 'Appriceuon't. (II) that all of the information set forth on the Application is true and cunect as of tin date, and (III) the Application may be executed by the co-owners by executing separate counterpart signature pages. each of which when so executed and delivered shall be an original. but as such counterparts shall together constitute but one and the same application. SDNY_GM_02756213 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243135 EFTA01328251 1 • • 7N01171710 "!.: • 71r0 TZ 6 WU 8Z in CO. SDNY_GM_02756214 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243 I 36 EFTA01328252 0 0 0 0 0 0 0 0 9 5 I. ATTACHMENT TO AIRCRAFT REGISTRATION APPLICATION (ittato s-n-03 Reg a: N793TA Model: Raytheon 400A &NM: RK-244 Owning an undivided Name of Applicant: Interest of: Address: 1.) Michels Pipeline Construction, Inc. 25.00% of 100% Shown on Original form hereto 2.) Southeastern Mills, Inc. 12.50% of 100% Shown on Original form hereto 3.) REI Air. LLC 6.25% of 100% Shown on Original form hereto 4.) SL Wings, LLC 6.25% of 100% Shown on Original form hereto Aircap. LLC 12.50% of 100% Shown on Original form hereto Coles, Inc. 6.25% of 100% Shown on Original form hereto Anthony Zingale ei etrtSo..M. Zingale - 7.) Trustees 12.50% of 100% Shown on Original form hereto 8.) Robert Kehler 6.25% of 100% Shown on Original form hereto 9.) Samair, Inc. 6.25% of 100% Shown on Original form hereto 10.) McHale— I-kekkS5to "rwYea 3.125% of 100% Shown on Original form hereto 11.) 12.) Signatures: Title: Date: Vice President of • Flight Options. LLC Acting as Attorney-in-Fact 412.4.6,7.9,10 Vice President of Raytheon Travel Air Acting as Attorney-in-Fact L,Da.a.e,A.:cR #3,5.8 By signing above, the applicant agrees and stipulates (I) to the terms. conditions and certification of the AC Form 8C60-1 Aircraft Registration Application, to which this page is attached (the 'Application`). (II) that all of the information set forth on the Application is true and currect as of this date, and (Ill) the.Applicatico may De executed by the co-owners by executing separate counterpart signature pages. each of which when so executed and delivered thee be an original, but al/ such counterparts shall together constitute but ono and the same application. SONY_GM_02756215 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243137 EFTA01328253 • • vHow, Ivo um v..: ,orrf.o IZ 6 LW 83 AVIA CO. SONY_GM_02756218 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243138 EFTA01328254 0 0 0 0 0 0 0 0 9 4 8 D cmytiwr . . UNITED STATES OF AMERICA • U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE CONVEYANCE FOR AND IN CONSIDERATION OF $1.00 ovc THE RECORDED UNDERSIGNED OWNER(S) OF THE FULL LEGAL • AND BENEFICIAL TITLE OF THE AIRCRAFT DES- Pil 3 33 CRIBED AS FOLLOWS: . Zetl3 $:P 29 UNITED STATES REGISTRATION FE ri.„, ;...,,,4-noN At MINISTRATION NUMBER N 793TA AIRCRAFT MANUFACTURER & MODEL RAYTHEON 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS 2r DAY OF APR., 2003 • HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS Do Not Write In The; Block IN AND TO SUCH AIRCRAFT UNTO: FOR FAA USE ONLY NAME AND ADDRESS (IF INDIVIDUAL IS), GIVE LAST NAME. FIRST NAME. AND MIDDLE INITIAL.) PURCHASER EDWARD J. KAPPA 3.125% OF 100% 780 THIRD AVENUE, 5" FLOOR NEW YORK, NY 10017 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD • SINGULARLY THE SAID AIRCRAFT FOREVER; AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 25' DAY OF APR., 2003. NAME (S) OF SELLER SIGN URE (S) TITLE (TYPED OR PRINTED) (IN INK) CLUED (TYPED OR PRINTED) O-OWNE H ,ALL SIGN.) SELLER FLIGHT OPTIONS, LLC ICE PRESIDENT JAMES R. DAUTERMAN ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FM 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 95.00 05/28/2003 SDNY_GM_02756217 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243139 EFTA01328255 • • siloVd401!V.•'Om V1 Y.0 IZ 6 MI Ele 1{N.:1CO. v.4 •• SDNY_GM_02756218 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243 I 40 EFTA01328256 EOM *PROVED Ms No. M20.0042 .% •- 1. 640•4n 2 Ma* aMtlieNT DTRADIPOR410• J Z AIRCRAFT REOSTRMICM APPUCIDON CERT ISSUE DATE MATED STATES AEOLEOWVICM MAILER il 793TA /Alava MANUFACTURER • MODEL Raytheon 400A SO i—cb lzsr.- ta FOR FAA USE ONLY PM OP REOISMATION Kayo one OA 0 1 Maykkal 0 2. REIMS* 0 3. COrpOrMiE0 a 4. coda. 0 5. Gml 0 B.P.N' alwn epl NM OA APPUCANT Monacta W al •••••• of emarlap. I ateMat ge• S MM. Vie IWIW •A• waft MIL) il, 11.) Flight Options, LLC 3.12 % of 100E (:See Attachment aaked (4-to-TM TEUIPHOPM HUMBER I I ADDAMS exanint mac soma lor tea appose UMW Flight Options, LLC lefee mal•Dest 961 AA Curti aa-Wright Parkway a Rola kala PO. Box rya 030E Richmond Heights OH 44143 0 CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS AlTENT1ONI Read the folk/wing statement before signing this application. This portion MUST be completed. A ub• 01 cutcrwa ••••I • mg women • we arolcaka awry t• lasocb ow paavnrt try in and /or &I S Code. Tine II. Sc 10011 CERTIFICATION • (I) TS Ede Mae Mem. X owned l• Ms .8,4ns/hod ma& Me 4 • ceibM 110 VATAI colcesecal M VO IMMO NNW (MX Kt:petit On Awe al Mint tin *Ma GE AS APPROPRIATE: & 0 A nrawe S. MO Men NOSS (Few 1.161 a nom 11E4) mA b O A evriciam capnta mmam wa aka Pains WOW Ile Ian e (4•00 — n1 sad sena in 0•••1and pew* ameI in t• U, Semis Rm., a Ilerd lain re eriake• ew **MOO * • MI nil Ibe brook • fat mEM*00 uMS St Ion of My *lip cony; end c3) That los, &Move al onner•dp a Malieci ce Me been Med Mn no Amin &Aston Ateritsata NOTE: II execAel T02 CO-0•TerShO all •KATAIRTA nun sign We WSW as I dloMMEMY. TYPE RPM NAM TUBE mu Vice President of OME I g TUBE night Tins .Ak Options. k \ LLC Lk.tt0C)75 OM 0 SIGNATURE 11TLE DATE I NOTE Pertano mega,* ConAcale 0 Moan Regielndon. M eon, Noy be ORIMINd Om • peed nce dn mess ol CO Sys, dkIng once, two tne PAX oopy ce me wpiampan mop be owned In no masa AC Fret KEPI (12A0) (0:624:0421MXPISmara -,... Pmaafiigacan! joy 191413 awsi TM EXTEND SDNY_Ght02756219 TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00243141 EFTA01328257 • vi011 1.?1(1 4.0 ), LID Y'` ' tro to ss tt . - •z 13/431L'i.. lie SDNY_GM_02756220 :T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00243142 EFTA01328258 0 0 0 0 0 0 0 0 6 3 3 ATTACHMENT TO AIRCRAFT REGISTRATION APPLICATION 8094 R-1or0-5 Reg #: N793TA Model: Raytheon 400A RK-244 Owning an undivided Name of Applicant: Interest of: Address: 1.) Michels Pipeline Construction, Inc. 25.00% of 100% Shown on Original form hereto 2.) Southeastern Mills, Inc. 12.50% of 100% Shown on Original form hereto 3.) REI Air, LLC 6.25% of 100% Shown on Original form hereto 4.) SL Wings. LLC 6.25% of 100% Shown on Original form hereto 5.) Aircap, LLC 12.50% of 100% Shown on Original form hereto 6.) Colas, Inc. 6.25% of 100% Shown on Original form hereto PCs!*ON etttlSo... "LiVilf.• - t-VAASE,cS 12.50% of 100% Shown on Original form hereto 8.) Robert Kettler 6.25% of 100% Shown on Original form hereto 9.) Samair, Inc. 6.25% of 100% Shown on Original form hereto 10.) McHale-Mattson Interests, LLC 3.125% of 100% Shown on Original form hereto 11.) ---- 12.) 13.) 14.) 15.) Signatures: Title: Date: • Vice President of Flight Options, LLC Acting as Attorney-in-Fact #1,2,4.6,7,9.10 Vice President of Raytheon Travel Air Acting as Attorney-in-Fact ‘saueeseseas sat02sae12_ #3.5,8 Vice President of Flight Options. LLC for # 11 By signing above, the applicant agrees and stipulates (I) to the terms. conditions and certification of the AC Form 8050.1 Aircraft Registration Application. to which this page is attached (the 'Application (I0 that all of the information set forth on the Application Is true and cured as of this date, and (Ill) the Application may be executed by the oo-ovasers by executing separate counterpart signature pages, each of which when so executed and delivered shall be an original. but all such counterparts shall together constitute but one and the same application. SDNY_GM_02756221 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243143 EFTA01328259 • j330'4.;;Vtio " „ Ilia N'd viu 6s n „.• SDNY_GM_02756222 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243144 EFTA01328260 r 0 0 0 0 0 0 0 0 6 3 61 ATTACHMENT TO AIRCRAFT REGISTRATION APPLICATION 64 jfed tc.)-O3, Reg #: N793TA Model: Raytheon 400A &N#: RK-244 Owning an undivided Name of Applicant: Interest of: Address: 1.) Michels Pipeline Construction, Inc. 25.00% of 100% Shown on Original form hereto 2.) Southeastern Mills, Inc. 12.50% of 100% Shown on Original form hereto 3.) REI Air. LLC 6.25% of 100% Shown on Original form hereto 4.) SL Wings, LLC 6.25% of 100% Shown on Original form hereto 5.) Aircap, LLC 12.50% of 100% Shown on Original form hereto 6.) . Colas, Inc. 6.25% of 100% Shown on Original form hereto reoscril 12.50% of 100% Shown on Original form hereto M -ZikcselE. "1-(103%feS 8..a Robert Keltler 6.25% of 100% Shown on Original form hereto 9. Samair, Inc. 6.25% of 100% Shown on Original form hereto 10.) McHale-Mattson Interests. LLC 3.125% of 100% Shown on Original form hereto 11.) 12.) 13.) 14.) 15.) Signatures: Title: Date: Vice President of Flight Options. LLC Acting as Attorney-in-Fact 12.4.6,7,9.10 ort:0-03 Vice President of Raytheon Travel Air Acting as Attorney-in-Fact #3.5.8 By sniping abaft. the appscani agfees and stipulates (I)10 the terms. renditions and certrication of the AC Form 13050-1 AtfC1311 Registration Application. ICI which Inn page is attached (the "Applicalcrig (II) thal all of the information set forth on the Appicabon is true and caner., as of Inn date. and (fit) the Application may be executed by the co -owners by executing separate counterpart signature pages. each of %tech when so executed and delivered snail be an original. but all sucn counterparts shall together consutute but one and the same spear-anon SDNY_GM_02756223 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243145 EFTA01328261 • zIud co:'6 tf". Yu t \12. 1. ' SDNY_GM_02756224 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243 I 46 EFTA01328262 FORM APPROVED .. 0 0 0 0 0 0 0 UNITED STATES OF AMERICA l'uoc.m U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE CON JEYANCE FOR AND IN CONSIDERATION OF $1.00 ovc THE RE :I0RJED UNDERSIGNED OWNERS) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CRIBED AS FOLLOWS: .2003 SEP .9 PM 3 33 • UNITED STATES REGISTRATION Far-I '.1. MIATI0N NUMBER N 793TA .ADMI ISTRATI0N AIRCRAFT MANUFACTURER & MODEL RAYTHEON 400A AIRCRAFT SERIAL NO. RK-244 • DOES THIS 19^4 DAY OF MAR., 2003 HEREBY SELL, GRANT, TRANSFER AND • DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: Do Na Write in This Block FOR FAA USE ONLY NAME AND ADDRESS (IF INDNIDUAL (S). GIVE LAST NAME, FIRST NAME. AND MIDDLE INITIAL) PURCHASER MCHALE-MATFSSON INTERESTS, LLC 3.125% OF 100% A TEXAS LIMITED LIABILITY COMPANY 7501 B NORTH CAPITAL OF TEXAS HIGHWAY AUSTIN, TX 78731 DEALER CERTIFICATE NUMBER . AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD • SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS lam DAY OF MAR., 1 2003. NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPED OR PRINTED) (IN INK) (IF CUTED FOR (TYPED OR PRINTED) ER IP. MUST r 3 SELLER FLIGHT OPTIONS, LLC VICE PRESIDENT JAMES R. DAUTERM AN ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FM RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FM AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition SDNY_GM_02756225 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243147 EFTA01328263 • V4101v:y::: 0 Ai10 VI' 1 ' 1- 6S ula 01Eal "' 14011.:t1s: SONY_GM_027582213 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243148 EFTA01328264 &is., APPROVED 0 0 0 0 0 0 0 0 6 S 0 R 0 %.4 O 2120-0042 UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION cola 0 ht4CE AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE RCee? DE° UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DELil sEp 29 Pm 3 33 CRIBED AS FOLLOWS: I! 1°14 UNITED STATES REGISTRATION TEv AIA1110 41 :ti-9' MIa c.. NUMBER N 793TA AIRCRAFT MANUFACTURER & MODEL RAYTHEON 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS 19TH DAY OF MAR., 2003 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS In This Block Do Not IN AND TO SUCH AIRCRAFT UNTO: FOR FAA USE ONLY NAME AND ADDRESS (IF iNomoum (S). GIVE LAST NAME. FIRST NAME. AND MIDDLE INITIAL.) PURCHASER FLIGHT OPTIONS, LLC 6.25% OF 100% 26180 CURTISS-WRIGHT PARKWAY RICHMOND HTS., OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 19Th OF MAR., 2003. NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPED OR PRINTED) (IN I EXECUTED FOR (TYPED OR PRINTED) CO- IP. AtZST SIGN.) SELLER OSF INTERNATIONAL, - VICE PRESIDENT OF INC. JAMES R. DAUTERMAN FLIGHT OPTIONS, LLC AS ATTORNEY IN FACT FOR OSF INTERNATIONAL, INC ACKNOWLEDGEMENT (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 55RP0 / M/2003 SONY_GM_02756227 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243149 EFTA01328265 • • ywoilvuo ALID V::^HVlk0 6S OT 8d0 CO. ',Utzvlitl SOMIV Gill3 SDNY_GM_02756228 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243150 EFTA01328266 MAY -19-2003 02:13 zoisin Atm CA 3 2 45 P rn 688 3712 P.01 0 0 0 0 0- it () I 4 u R062968 BILL OF SALE AMENDMENT CONVEYANCE RECOrtO ED 4 The Bill of Sale Identified in the FAA records as follows: 2003 SEP 29 PM 3 31 Dated: 12-31-01 ION Recorded: 2-542 Document#: UU032664 ADMiNiC,1 iZATION The undersigned parties hereby amend the above described Bill of Sale document covering the following aircraft; BEE RECORDED CONVEYANCE N793TA Make: Raytheon NUMBER a LI 3 2_464 Model: 400A DO= C10/4 PAGE Serial Number: iRK-244 THE BILL OF SALE IS AMENDED TO SHOW THE TITLE OF THE SELLER AS GENERAL PARTNER. niM2\ Dated this CA V% day of SAL\ , 2003 SELLER: PURCHASER: Magnatech International, L.P. RaytheonTravel Air Company r asa_ upo.02.4„...Q &43,1 /4\ - OF Vice President .y ,mot 11-Mq ctr_ c‘X-\\\ $5.01ggfei SONY_GM_02756229 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFM_00243151 EFTA01328267 VV:01-N-110 AMV)t OV iY:)11°)/0 AL't 6avved 1.1 zz E4'•? : ud 6Z Ony LI Z1 Wd V8 VV NOUISIPi) ' Gai7.4"3alV VV1 ... ;:i SONY_GM_02756230 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243152 EFTA01328268 U.S. DEPARTMENT OF TRANSPORTATION • . SEE CONVEYANCENO FEDERAL AVIATION ADMINISTRATION CROSS-REFERENCE-RECORDATION FILING DATE: This form is to be used in cases where a conveyance coven several aircraft and engines, propellers, or locations. File original of this Conn with the recorded conveyance and a copy in each aircraft folder involved. - TYPE OF CONVEYANCE DATE EXECUTED SECURITY AGREEMENT January 14, 2002 FROM DOCUMENT NO. SAMAIR INC (625% INTEREST) S118267 RAYTHEON AIRCRAFT CREDIT CORP (ASSIGNOR) TO OR ASSIGNED TO DATE RECORDED RAYTHEON AIRCRAFT RECEIVABLES CORP (ASSIGNOR) March 6, 2002 BANK OF AMERICA NA (ASSIGNEE) THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: AIRCRAFT (List by reginradon number) I TOTAL NUMBER INVOLVED I N793TA ENGINES I TOTALNUMBER INVOLVED 2 MARE(S) SERIAL PRATT & WHITNEY PW-JTI5D-5 NO. PCE-JA0256 PC 7A025 PROPELLERS I TOTAL NUMBER INVOLVED MAKES) SERIAL . NO. SPARE PARTS -LOCATIONS ) TOTAL NUMBER INVOLVED LOCATION RECORDED CONVEYANCE FILED IN: N793TA, RAYTHEON AIRCRAFT CO 400A, SERIAL RK-244 AC FORM 8050-23 (I-96) (0052-00632-6000) SDNY_GM101_02756231 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243153 EFTA01328269 SDNYGM02756232 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243 I 54 EFTA01328270 7 0 0 0 0 0 0.0 6 7 9 (/ /7 • RACC copy s 11 8 2 6 7 SECURITY AGREEMENT Raytheon Aircraft Credit Corporation CONVEYANCE RECORDED 1. Grant of Security Interest. To secure the payment of the indebtedness due Raytheon Aircraft Credit Corporation (hereinafter referred to as "RACC") by Samair, Inc. (hereinafter referred to as ;Ijiipbicifili ur19er ppit 3 17 certain Promissory Note (hereinafter referred to as the Promissory Note"), dated of even date herewith, and any renewals, extensions or changes in form thereof, and of any and all other indebtedness of Debtor cit T TIO direct or indirect, absolute or contingent, whether now existing or hereafter arising, Debtor 9 security interest in the following property and in all additions and accessions thereto and scIi ION replacements thereof, all unearned insurance premiums and insurance proceeds, and the proceeds of all of the foregoing (all of said property is hereinafter collectively referred to as the "Collateral"): A. An undivided 6.25% interest In Raytheon Aircraft Company Aircraft Model Beechjet 400A, Serial Number RK-244, Registration Number N793TA (the "Aircraft"), together with all other property used in the operation of the Aircraft or reflecting use or maintenance of the Aircraft, including but not limited to all engines, propellers, instruments, avionics, equipment and accessories attached to, connected with, located in or removed from the Aircraft and all logs, manuals and maintenance records. Aircraft Engines: Make: Pratt & Whitney; Model: PW-JT150-5; Shaft Horsepower: over 750- Serial Number (L): PCE-JA0256; Serial Number (R): PCE-V1/40257, together with any replacement engines. Aircraft Propellers: Hub Make: N/A; Hub Model: N/A; Hub Serial Number (L): N/A; Hub Serial Number (R): N/A, together with any replacement propellers. B. All contracts and agreements of every kind (oral and written), contract rights, rights to receive payments, goods or services of every kind, general intangibles, chattel paper and accounts, whether now existing or owned or hereafter arising or acquired, governing, relating to or arising out of my right, title or interest in the Aircraft, including, without limitation, the Raytheon Travel Air Company (hereinafter referred to as "RTA") agreements described as follows: Master Interchange Agreement, Joint Ownership Agreement, Management Agreement, and Aircraft Interest Purchase Agreement, Including any amendments thereto (collectively the "Goveming Documents"). C. Ail proceeds of the foregoing, including, without limitation, all contract rights, general Intangibles, accounts, cash, and goods and all payments under any insurance covering the Aircraft and any of its engines, equipment, accessories and accessions. 2. Governing Documents. Debtor warrants that on the date of this Security Agreement, the Governing Documents are in full force and effect and current in all respects, that no default or event or condition which with the passage of time would become a default thereunder exists and that no party to any of the Governing Documents has any right to offset or defense under or with respect to any of the Governing Documents. Except as otherwise provided in this Security Agreement, Debtor shall fully perform all Debtors obligations under the Governing Documents. Debtor authorizes and directs RTA and its successors, assigns and affiliates to provide RACC, as the secured party, with such Information as RACC may request regarding the Governing Documents, any amendments thereto or modifications thereof, and any other contract or agreement governing, relating to or arising out of Debtors right, title or interest in the Collateral, including, without limitation information regarding Debtor's payments and performance thereunder. Debtor agrees not to enter into any amendments or modification of the Governing Documents or any other contract or agreement governing, relating to or arising out of Debtors right, title or interest in the Collateral without RACC's prior written consent. Notwithstanding, anything herein to the contrary, RACC shall not be liable under the Governing Documents to perform any of the obligations thereunder, nor be required or obligated in any manner to make any payment, or make any inquiry as to the nature or sufficiency of any payment received by RTA, or pr aim, or take any action to collect or enforce the payment of any amounts which may have beef Air 0 ptgpvhich it may be entitled at any time or times. SMAQR.INC.-843nN040WiJan-02 SDNY_GM_02756233 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243155 EFTA01328271 V1401-1V1Y.0 A110 V.. L 931 20. fl311i SDNYGNL02756234 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243156 EFTA01328272 0 rJ 3 0 0 0 0 0 0 0 6 The security interest granted herein is a purchase money security interest under the Kansas Uniform Commercial Code. 3. Debtors Warranty of Title and Citizenship. Except for the security interest granted under this Security Agreement, Debtor warrants that Debtor is (or, to the extent that the Collateral is to be acquired hereafter, will be) the owner of the Collateral free from any prior security Interest, lien or encumbrance. Debtor will defend the Collateral against all claims and demands of all persons claiming interest therein. Debtor further warrants that it Is a citizen of the United States as defined by 49 U.S.C. § 40102. 4. Debtor Will Execute and Deliver Documents. Debtor will, at RACC's request, furnish RACC such information and execute and deliver to RACC such documents and do all such acts and things as RACC may reasonably request as are necessary or appropriate to assist RACC in establishing and maintaining a valid security interest in the Collateral and to assure that the Collateral is properly titled and registered and the security interest perfected to RACC's reasonable satisfaction. Debtor will pay the cost of filing all appropriate documents in all public offices where RACC deems such filings necessary or desirable. 5. Operation, Maintenance and Repair. Subject to the Governing Documents, Debtor shall operate, maintain and repair the Collateral and retain actual control and possession thereof in accordance with the following provisions: 5a. Subject to the Governing Documents, Debtor shall have complete use of the Collateral until default, and Debtor shall use, operate, maintain and store the Collateral, or any part thereof, properly, carefully and in compliance with all applicable statutes, ordinances, regulations, policies of insurance and manufacturer's recommendation and operating and maintenance manuals. 5b. Subject to the Governing Documents, Debtor agrees that the Collateral will be operated only by duly certificated and qualified pilots and shall maintain U.S. registry and shall be based within the geographical boundaries of the United States. 5c. Subject to the Governing Documents, Debtor shall be responsible for and pay for all expenses of owning and operating the Collateral, including but not limited to storage, fuel, lubricants, service, inspections, overhauls, replacements, maintenance and repairs, all in compliance with the manufacturers operating and maintenance manuals and with FAA rules and regulations. Debtor shall properly maintain all records pertaining to the maintenance and operation of the Collateral. 6. Insurance. Subject to the Governing Documents, Debtor will, at its own expense, keep the Collateral insured at all times against loss, damage, theft, and such other casualties as RACC may reasonably require (including hull insurance) in such amounts, under such forms of policies, upon such terms, for such periods and with such companies or underwriters as RACC may (but has no obligation to) approve. RACC hereby approves the insurance provided by RTA pursuant to the Governing Documents. Losses or refunds in all cases shall be payable to RACC and Debtor as their interests may appear. In no event shall the amount of such insurance be less than the amount of indebtedness due under the Promissory Note. All policies of insurance shall provide for at least thirty (30) days prior written notice of cancellation to RACC, and shall contain a breach of warranty endorsement in favor of RACC. RACC may obtain such insurance if such insurance is not provided by Debtor. Debtor shall furnish to RACC proof satisfactory to RACC of compliance with the provisions of this paragraph. RACC, and its assigns, are hereby irrevocably appointed attorney-in-fact for Debtor to endorse for Debtor any checks, drafts or other instruments whatsoever payable to Debtor as proceeds or refunds for any such insurance and to make claims of loss and to sign proofs of loss against any insurance company and to receive all payments. Debtor will pay any deductible portion of such insurance. All risk of loss, damage, destruction or confiscation shall at all times be on Debtor. 7. Debtors Possession. Until default, Debtor may have possession of the Collateral and use it in any lawful manner not inconsistent with this Security Agreement. RACC may examine and inspect the Collateral, wherever located, at all reasonable times. At its option, but without assuming any obligation to do so, RACC may discharge taxes, liens or security interests, or other encumbrances levied or asserted against the Collateral, may place and pay for Insurance thereon, may order and pay for the repair, maintenance and preservation thereof, and may pay any necessary filing or recording fees. Amounts paid by RACC under the preceding sentence shall be added to Debtor's unpaid balance under the Promissory Note, shall be secured by the Collateral and shall be payable upon demand, together with interest at the rate computed as provided in Paragraph 2 of the Promissory Note until paid in full. Subject to the Governing Documents, Debtor shall at all times keep the Collateral, and any proceeds SAMA1R, INC. - Beechjet 400k Jan-02 S0NY_GM_02756235 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243157 EFTA01328273 SDNYGM02756236 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243 I 58 EFTA01328274 300 00000 6 `.:3 I therefrom, separate and distinct from other property of the Debtor and shall keep accurate and complete records of the Collateral and any such proceeds. 8. Default Upon Default, as defined in the Promissory Note, RACC may require Debtor to assemble the Collateral and make it available to RACC at a place to be designated by RACC which is reasonably convenient to both parties. The requirements of the Kansas Uniform Commercial Code for reasonable notification to Debtor of the time and place of any proposed public sale of the Collateral or of the time after which any private sale or other intended disposition is to be made, shall be met if such notice is mailed, postage prepaid, to Debtors address, as shown herein, at least twenty (20) days before the time of the sale or disposition. After deduction of all reasonable expenses of retaking, holding, preparing for sale or lease, selling, leasing and the like, together with reasonable costs of collection, attomeys' fees and legal expenses of RACC, and after the payment of the principal and interest due under the Promissory Note, the balance, if any, of the proceeds of the sale may be applied to the payment of any or all other indebtedness of Debtor to RACC, whether due or not, whether direct or indirect, absolute or contingent, whether now existing or hereafter arising, and whether owing individually or in connection with others not parties hereto, and to the satisfaction of indebtedness secured by any subordinate security interest in the Collateral of which RACC has received notice prior to distribution of the proceeds. Debtor shall be liable for any deficiency after application of such proceeds, to the extent permitted by law. If after a default by Debtor, the Collateral is returned to or recovered by RACC, Debtor agrees RACC may fly or otherwise move the Collateral for demonstration and other purposes reasonably related to a proposed public or private sale or other disposition of the Collateral. 9. Sale of Aircraft and/or Related Collateral. In the event the Aircraft and/or related Collateral is sold, RACC may declare all indebtedness due under the Promissory Note, as well as any other indebtednoss or liability of Debtor to RACC, immediately due and payable. In addition to the foregoing, RACC may (a) sell, or instruct any agent or broker to sell, all or any part of the Collateral, and direct such agent or broker to deliver all proceeds thereof to RACC and apply all proceeds to the payment of any or all of the unpaid balance owed pursuant to the provisions contained in this Security Agreement, in such order and manner as RACC shall choose, In its discretion, and/or (b) cause title to the Collateral to be transferred into the name of RACC or its designee. Debtor understands and agrees that any sale by RACC of all or part of the Collateral pursuant to the terms of this Security Agreement may be effected by RACC at a time and in a manner which could result in the proceeds of such sale being significantly and materially less than might have been received if such sale had occurred at a different time or in a different manner, and Debtor hereby releases RACC and its officers and representatives from and against any and all obligations and/or liabilities arising out of or related to the timing or manner of any such sale. All rights and remedies of RACC provided herein are subject to the limitations set forth in the Governing Documents that relate to Debtors interest In the Collateral. 10. Waiver of Default No waiver by RACC of any default shall be effective unless in writing, nor operate as a waiver of any other default or of the same default in the future. 11. Restriction on Transfer or Liens. Debtor will not, without the prior written consent of RACC, sell or otherwise transfer or encumber the Collateral, or any interest therein, or offer to do so or, except in accordance with the Governing Documents, permanently remove or attempt to permanently remove the Collateral from the United States. Debtor will keep the Collateral free from any adverse security interest, lien or encumbrance and will not permit the Collateral to be attached or replevied. 12. Taxes. Debtor will promptly pay, or cause to be paid, when due, all taxes and assessments upon the Collateral or upon its use or operation or upon this Security Agreement and the obligations evidenced by the Promissory Note. 13. Change of Address. Debtor will notify RACC in writing of any change of address from that shown in this Security Agreement within ten (10) days of such change. 14. GOVERNING LAW AND CHOICE OF FORUM. THIS SECURITY AGREEMENT WAS MADE AND ENTERED INTO IN THE STATE OF KANSAS AND THE LAW GOVERNING THIS TRANSACTION SHALL BE THAT OF THE STATE OF KANSAS AS IT MAY FROM TIME TO TIME EXIST. THE PARTIES AGREE THAT ANY LEGAL PROCEEDING BASED UPON THE PROVISIONS OF THIS SECURITY AGREEMENT SHALL BE BROUGHT SAMAR, INC. - Beechiat 400A, Jan-02 SDNY_GM_02758237 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243159 EFTA01328275 SDNYGM02756238 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243160 EFTA01328276 dan-H-82 )2:5Spo Fres-Raytheon Airrirata 9 6 1:+3161/63726 T-I05 F011/Ol I F202 a- - // OF KANSAS AT S DISTRICT COURT FOR THE DISTRICT EXCLUSIVELY IN EITHER THE UNITED STATE JUDICIAL DISTRICT COURT OF SEDGWICK COUNTY, WICHITA, KANSAS, OR IN THE EIGHTEENTH COURTS AND TRIBUNALS. NOTWITHSTANDING THE KANSAS, TO THE EXCLUSION OF ALL OTHER SOLE OPTION) MAY LT" SHOULD OCCUR; RACC (AT ITS ABOVE, IN THE EVENT AN "EVENT OF DEFAU JURISDICTION AS MAY BE APPRO PRIAT E IN ORDER FOR INSTITUTE A LEGAL PROCEEDING IN ANY THE PARTI ES HEREB Y CONSE NT AND AGREE RACC TO OBTAIN POSSESSION OF THE COLLA TERAL AFORESAID COURT S IN SUCH PROCE EDING S. TO BE SUBJECT TO THE JURISDICTION OF THE other provision n hereof shall not affect the validity of any 15. Enforceability. The unenforceability of any provisio hereof. attorneys-In-fact, hereunder shall bind the heirs, agents and 16. Binding Agreement All obligations of Debtor than one Debtor, their liabilities shall be joint and several. All successors and assigns of Debtor. If there be more sors and assigns. rights of RACC hereunder shall inure to the benefit of its succes of its interest in this Security Agreement without the 17. Assignment. RACC may transfer or assign all or any part assign, transfer, encumber or convey any of Its consent of Debtor or any other party. Debtor shall not sell, Without the prior written consent of RACC. interests in the Collateral or in this Security Agreement constitute Promissory Note and the Governing Documents 18. Entire Agreement This Security Agreement, the t to the subjec t matter hereof. There are no parties with respec the entire agreement between and among the warranties not expressly set forth herein. Neither this verbal understandings, agreements, representations or changed orally, but only by writing signed by the parties Security Agreement nor the Promissory Note shall be hereto. READ AND FULLY UNDERSTANDS ALL OF THE DEBTOR HEREIN ACKNOWLEDGES THAT DEBTOR HAS MENT. BY EXECUTION HEREOF, THE TERMS AND CONDITIONS OF THIS SECUR ITY AGREE E IS DULY AUTHO RIZED TO EXECUTE THIS SECURITY UNDERSIGNED HEREBY CERTIFIES THAT HE/SH AGREEMENT IN THE CAPACITY STATED BELOW. Executed this I tif day of r" 2002, at Wichita. Kansas. Debtor. N/A Debtor Semai. WA (signature) (title) (signs (title) Address: 255 Primera Blvd., Suite 332, Address: N/A Lake Mary, FL 32746 RAYTHEON AIRCRAFT CREDIT CORPORATION By: 'RACC' David A. Davis, Vice President SAMAIR. INC. - Beechlat 4O0A. Jan-02 15, SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, soNy_Gm_0275 and6239 17 EFTA_00243 16 EFTA01328277 1,110 • 1,3 t taa 1. 9312°. 03114 SDNYGM_02756240 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243162 EFTA01328278 3 0 0 0 0 0 0 0 6 3 3 FAA ASSIGNMENT (TO BE USED FOR ADDITIONAL ASSETS - LOANS) ASSIGNMENT (the "FAA Assignment"), executed by RAYTHEON AIRCRAFT CREDIT CORPORATION, a Kansas corporation ("RACC), pursuant to the Intercompany Purchase and Contribution Agreement, dated as of March 20, 1997 (as amended, supplemented or otherwise modified from time to time, the "purchase Agreement"), between RACC and Raytheon Aircraft Receivables Corporation, a Kansas Corporation (the "Duvet"). LINEa WHEREAS, RACC, pursuant to a certain contract ("Contract") the obligor thereunder has purchased the undivided interest in the aircraft described in the security agreement to which this FAA Assignment is attached (such undivided interest in such aircraft the "Aircraft") and RACC has obtained a lien in such Aircraft pursuant to the security agreement to which a counterpart of this FAA Assignment is attached for purposes of filing with and recording by the FAA (with the obligation secured thereby collectively, the "Security Agreement"); WHEREAS, RACC, pursuant to the Purchase Agreement, has agreed to assign the Contract and receivables arising thereunder, the liens created pursuant to the Security Agreement and all proceeds of the foregoing to the Buyer; WHEREAS, in order to perfect the Buyer's interest in all of RACC's rights and interest in, to and under the Contract, the Aircraft and the Security Agreement assigned under the Purchased Agreement and all proceeds thereof, RACC has agreed to execute this FAA Assignment; NOW, THEREFORE, in consideration of the foregoing, RACC hereby agrees as follows: (a) For value received, RACC hereby sells, assigns and transfers, effective on as of January 15, 2002 unto the Buyer all of RACC's right, title and interest in and to the Aircraft and in and to the Security Agreement and all of RACC's right, title and interest (but not obligations) in and to the Contract (including the right to payment thereunder) and all proceeds of the foregoing. (b) This FAA Assignment is one of the FAA Assignments referred to in, is entitled to the benefits of and is made subject to the terms and conditions of, the Purchase Agreement. (c) This FAA Assignment shall be governed by, and construed in accordance with, the laws of the State of New York. SDNY_GAL02756241 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243163 EFTA01328279 All3 hZ T bid L 2J D. SDNYGM_02756242 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243164 EFTA01328280 00000309614 2 IN WITNESS WHEREOF, RACC has caused this FAA Assignment to be duly executed on the day and year written below. RAYTHEON AIRCRAFT CREDIT CORPORATION By e: Vice Pres' ent David A. Davis Dated: January 15. 2002 2 SDNY_Mil_02756243 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243165 EFTA01328281 SDNYGM02756244 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243166 EFTA01328282 'a 3 0 0 0 0 0 0 0 6 3 FAA ASSIGNMENT ASSIGNMENT (the "FAA Assierunent"), executed by RAYTHEON AIRCRAFT RECEIVABLES CORPORATION, a Kansas corporation, as seller (the "Seller') under the Amended and Restated Purchase and Sale Agreement (as amended and supplemented or otherwise modified from time to time, the "Purchase Agreement") dated as of March 18, 1999, among the Seller, Raytheon Aircraft Credit Corporation, as Servicer, the financial institutions and special purpose corporations from time to time parties thereunder (the "Purchaser(), Bank of America National Association, as Managing Facility Agent and as Administrative Agent for the Purchasers (in such capacity, the "Administrative Mean, Bank of America National Association and The Chase Manhattan Bank, as Co-Administrative Agents for the Purchasers, The Chase Manhattan Bank, as Syndication Agent, Citibank, N.A. and Credit Suisse First Boston, as Co- Syndication Agents, and each Administrative Agent referred to therein. MIIINEESEIll WHEREAS, pursuant to that certain contract (the "Contract") the obligor thereunder has purchased the undivided interest in the aircraft described in the security agreement to which this FAA Assignment is attached (such undivided interest in such aircraft the "Aircraft') and the Seller has obtained a lien in such Aircraft pursuant to the security agreement to which a counterpart of this FAA Assignment is attached for purposes of filing with and recording by the FAA (with the obligation secured thereby, collectively the "Security Agreement"); WHEREAS, the Seller, pursuant to the Purchase Agreement, has agreed to assign the Contract and receivables arising thereunder, the liens created pursuant to the Security Agreement and all proceeds of the foregoing to the Administrative Agent for the account of the Purchasers; WHEREAS, in order to perfect the Administrative Agent's security interest in all of the Seller's rights and interest in, to and under the Contract, the Aircraft and the Security Agreement assigned under the Purchase Agreement and all proceeds thereof, the Seller has agreed to execute this FAA Assignment; NOW, THEREFORE, in consideration of the foregoing, the Seller hereby agrees as follows: SDNY_Mil_02756245 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243167 EFTA01328283 SDNYGlk02756246 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243 I 68 EFTA01328284 C/2 0 0 0 0 0 0 0 0 6 3 6 2 0'0 1. For value received, the Seller hereby sells, assigns and transfers, effective on and as of January IS. 2002 unto the Administrative Agent for the ratable benefit of the Purchasers all of the Seller's right, title and interest in and to the Aircraft and in and to the Security Agreement and all of the Seller's right, title and interest (but not obligations) in and to the Contract (including the right to payment thereunder) and all proceeds of the foregoing. 2. This FAA Assignment is one of the FAA Assignments referred to in, is entitled to the benefits of and is made subject to the terms and conditions of, the Purchase Agreement. 3. GOVERNING LAW. THIS FAA ASSIGNMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, TEE LAWS OF THE STATE OF NEW YORK 2 SDNY_Givl_02756247 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243169 EFTA01328285 SDNYGM02756248 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243170 EFTA01328286 0 0 0 0 0 0 0 0 6 IN WITNESS WHEREOF, the Seller has caused this FAA Assignment to be duly executed on the day and year written below. RAYTHEON AIRCRAFT RECEIVABLES CORPORATION By itle: Vice resident David A. Davis Dated: January 15.2002 3 SDNY_GM_02756249 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243171 EFTA01328287 VHO L A113 r: IV1'..0 h3 1 bid Z 2100, SDNY GM 02756250 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243172 EFTA01328288 FORM APPROVED 7 / 0/41 212040e1 OEPARTIAENT OF TR...WORMER It '.. / . til i4 ADOOSSIMASSCI l SOMMICV AONIkuMr.m. =MN AMWAY, RRIISMATION APPUOLMON CERT. ISSUE DATE motto STATES M 7g3TA . RECUSTRATION NUMBER II Ai wirtMeconittat3ft-bompany Beechjet 400A AIRCRAFT gnu. No. R KAR 04 Mit RK-244 FOR FM USE ONLY rum OF RECESMATKIN pus ene bay 0 I. Ischldual El 2. Pannotship ID 3. Cesetation 13% Cessemar OS. Reel. El & Picea"' Capered*, NAYS CF APEMAN,' (Perscn(e) steam en 'Memo of ornard• V Inclheal. arse alee mere. ON MOM ad men* MAO 1. Samair, Inc. OWNING do address below an undivided 6.25% Interest III 2.- See Attachment owning the interest shown on 316 676-8000 the attachment 1E1EPSONE NUMBER ( ) ADCRESS (Romani :SIN ens kw we seiRsere MAO 101 South Webb Road sans. and some Red Po Pa ficsc Coy Mt ZIP 000e Wichita KS 67207 0 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 moo ot enemas answec ts sty Ratters in to .40016:0 me/ be raga lot Pagnmeni bY kg *allot Mesas.. L Ns. Corso The %S. Sec. LOOLO CERTIFICATION I ICEFMFY: (I) Mu Vie tom arced in Gene] by Me utdertRred atokent ote is a edam (rdabeg emPormens) of the ISMS Steles. (Yu sang Mat yew name of meet I or twat ONE AS APPROPRIATE. a LI A seddell Yea Leg Ain iirreatO, (Ea ll ILI!, or Yam 1451) No t. El A rochatten caporsion awraos and <big bulmece trekr be len ol lea) and add Sat S based ard peavey use, m as Unite ages. Recede a Ede Sous we fl ag* for PaPesbas si co) Teo me Moran is nee regislend sneer to seesaw, lation caw,: — (3) Teal legs mgrenceoloantestsp b studied a Ms teal we Az, ins Faded Anion Agslasedors NOTE: If executed for coownershiPtaWcargs must stn. Use levers, side if necessary. TYPE OR PRINT NAME MENA gig elfar t .2E chment 1111.1 g TTEE II° I SICRATURE TM.E DAM g( NOM Perdng MOOR of MS Orrotcros of Atorsh nigidnian, the lin ado be ono! ex • paned Its kt aLmess aSO den. awes stem tin the PINK eccy aOW .00 21“.., an , bi... ' 6061, ......igendt ISM MOn TrISP_Criztram___ AC Fee total oziam (0052-00-6249007) Sweatt pnRE4149 E:XPIRED4Icrs T Oapql, jt) fit # TS SDNY_GI.l_02756251 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00243173 EFTA01328289 - A. ;• • *ft 444 r • vtgoltn.o. A1101'— , i's1,.0 413 T W4.1. U. Q3 •-• 40 71330 citia— 7,110Xa SDNY_GM_02756252 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00243174 EFTA01328290 0 0 0 0 0 0 0 0 6 7 3 LOH ATTACHMENT TO AIRCRAFT REGISTRATION APPLICATION N793TA Beeel et 4004 Serial: 1TX-244 Name of applicant: Owning an undivided Address: Interest of: 2.) Michels Pipeline Construction, Inc. 25% Shown on original form hereto 3.) Southeastern Mills, Inc. 12.5% Shown on original form hereto 4.) REI Air, LLC 6.25% Shown on original form hereto 5.) SL Wings, LLC 6.25% Shown on original form hereto 6.) AIRCAP, LLC 12.5% Shown on original form hereto 7.) Colas, Inc. 6.25% Shown on original form hereto 8.) Anthony Zingale and Teresa M. Zingale 12.5% Shown on original form hereto as Trustees of the Zingale Living Trust UIAJD 3/6/97 9.) OSF International, Inc. 6.25% Shown on original form hereto 10.) Robert Kettler 6.25% Shown on original form hereto Signatures: Title: Date: 2-10.) Senior Contracts Manager of Raytheon Travel Air Company g r Acting as Attorney-in-Fact Its 1O,.. Karen S. nkins By signing above, the applicant agrees and stipulates (I) to the terms, conditions and certification of the AC Form 8050.1 Aircraft Registration Applestion, to which this page is attached (the "Application"), (II) that all of the information set forth on the Application is true and correct as of this date. and (ill) the Application may be executed by the co-owners by esecating separate counterpart signature pages, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same application SDNY_Mil_02756253 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243175 EFTA01328291 v ;40E'; A113 ':.".!::•!"7-1; 0 6Z t bid L 91.4ZO. • az, Ill:. SDNYGM02756254 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243 I 76 EFTA01328292 . us MAMORUOF TRAMPORTATON UNITED STATES OF FLDILIIAL MS ADLITFC1710P 0 0 0 6 7 s q .6 ( J P P 0 1 9 6 7 ir ROM APPROVED AIRCRAFT BILL OF SALE m“" FOR AND IN CONSIDERATION OF S I @ 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 N793TA CONVEYANCE RECORDED AIRCRAFT MANUFACTURER & MODEL gaytheon Aircraft Company Beechlet 400A AIRCRAFT SERIAL No. 2002 MR 4 P19 2 09 RK-244 DOES THIS 15th DAY OF January 2001 FEDERAL AVIATION HEREBY SELL GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO AN UNONIDED ADMINISTRATION Do RolINN* PTAs abet 6.25% INTEREST IN SUCH AIRCRAFT UNTO: FOR FAA USE ONLY NAME AND ADDRESS OF INDIVIDUAIESI.GIVZ LIST NAME.MST NAME AND MIDDLE TT AL) OWNING ct et an undivided 6.25% Interest Samair, Inc. = Q do 101 South Webb Road et Wichita, KS 67207 C. D. DEALER CERTIFICATE NUMBER AND TO EXECUTORS. ADNEMSIRATORS, AND ASSIGNS To HAVE AND TO HOLD SWOULARLY THE RE EIL AND WARRANTS THE TITLEINFDPOP. IN TESTIMONY WHEREOF WE HAVE SET OUR HAND ANDSEAL TIDO 5lh DAY OF January 2001 NAME (S) OF SELLER SIGNATURE (S) TITLE (TWO* PRIMO) IN COO (IF EXECUTED (MEDOR PROMO) FOR COOpXtRSIO7. ALL MUST SICK) t4 co Raytheon Travel Air Company Karen S. Jenkins jar& Contracts Manager ...I Cla .-3 ID ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER, MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA IFININ SDNY_Mil_02756255 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243177 EFTA01328293 go vool,Ano 10 " • Ktt. L %Ian' -1 , . - ec s li••. •• SDNY_GM_02756256 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243178 EFTA01328294 FORM APPROVED Owl No. 214-412 ' EINEM sures Or ANOVA rumors OF TRANSPIEWLVIER. 4 7 ADM. maga SliatiTROXsamatartakatr ASTROAUTER COM MRCPAFT REGSTRATION APPUOIMON 39-3 CERT. ISSUE DATE MUTED STATES REGISTRATEN NIMBEFI N 793 /1 AIRCRAFT MANUFACTURER • MCOB. Raytheon Aircraft' Cocepury Beechjet 4COA AIRCRAFT SERIAL NO. uu FEB 0 5 2002 RC-244 FOR FAA USE ONLY TYPE OF REGISTRATON Mtadr at bap O 1. irtetual O 2. Partnership O 3. Caperton vac Coteau OS. Govt O Ain " NAM OF APPUOVIT (Poaches) stas at anemia at amareMp. It araVatla aer• IA rang. Id area and 11•551, mall) • c/o1. Raytheon Travel Air Cccpany address below OANIC an undivided 6.25% Interest 2.- See Attachment the interest as shown on the attachment ALEPRONENUUSERI 316) 676-8OOO ADDRESS (Permanent maikg Seim lot At askant ISAR NRMXt and rem- 1O1 South Webb Road Runt Rats P.O. Am CT' SATE ZIP CCOE Wichita KS 672O7 D CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Road the following statement before signing this application. This portion MUST be completed. A Ay a Stave, AAA to any nags b nhappiest*, nay be gangs tot pennant ty fro nice irkracarart CUR Code, TITo Et Ss k01). CERTIFICATION • (t) nen re oboe Magi b oats) try fa won**, appledel, late is • oaten frdtdn5 casersons) of the UMW Sas. Re %Sp rust rev rune et tow 3 a: OW 05 AS APPROPRIAM a CI A nakteil nom •CA doe etas Wean 1.161 a Fes 1.551) No. b. OAR:acts coranfra asarind as doh; buts. sae IA An al Salk and sag risen b bawd and prenrety taw g Si. MOS Sias Raab a MGM tan w fl ags Ia itapookg a Thu to A await b eat ROAM war ths Ms ot sr Amer rank An PT Au enamor at aerriehe is aaseires a been Mai MT A Akre, Atit001 Adhlattration. NOTE: If massed for coanership all actsanta must an. Use tweet see it nectney. 'ME OR MIT NAME BELOW SIGNATURE OATE SIGie en 1ti_ 1. . Sr. Contracts Manager 12/31/O1 b 3 SIGNATURE mV DATE IP Is 63t0 2: See Attachment SIGNATURE 1TRE DAM NOTE Pedro teoelpt ot dm OSSA ta Magi Raolittalat, e* Waal Ay be shed A • paled not a ems cl 90 SA Rao PAR am tie Pak camellias spicaleart gun be Arad It the Sena AC Tam S)50-1 (1M) (0062-004284007) Supersedes Perviou! ECISon SDNY_GM_O2756257 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00243179 EFTA01328295 - It Aliv311911p41.?„0 • e0 OT my.. I£ 030 re. v ti2 SDNY_GM_02756258 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00243180 EFTA01328296 1. 0 0 0 0 0 0 0 0 3 7 0 ATTACHMENT TO AIRCRAFT REGISTRATION 39-1 APPLICATION N793TA Beech/et 400A Serial: 121C-244 Name of applicant: Owning an undivided Address: Interest of: 2.) Michels Pipeline Construction, Inc. 25% Shown on original form hereto 3.) Southeastern Mills, Inc. 12.5% Shown on original form hereto 4.) REI Air, LLC 625% Shown on original form hereto 5.) SL Wings, LLC 6.25% Shown on original form hereto 6.) AIRCAP, LLC 12.5% Shown on original form hereto 7.) Colas, Inc. 6.25% Shown on original form hereto 8.) Anthony Zingale and Teresa M. Zingale 12.5% Shown on original form hereto as Trustees of the tangelo Living Trust U/A/D 3/6/97 9.) OSF International, Inc. 6.25% Shown on original form hereto 10.) Robert Kettler 6.25% Shown on original form hereto Signatures: Title: pate: 2-10.) Senior Contracts Manager of Raytheon Travel Air Company effie r) Acting as Attorney-in-Fact tat ren S. Jen s By signing above, the applicant agrees and stipulates (I) to the terms, conditions and certification of the AC Form 8050-1 Aircraft Registration Appleation, to which this page is attached (the "Application"), (II) that all of the Information set forth on the Application is true and correct as of this date, and (B) the Application may be executed by the co-owners by executing separate counterpart signature pages, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same application SDNY_Glvl_02756259 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243181 EFTA01328297 VI-10:4V1NO 30 01 IJU IC 330 TO, SDNY_GM_02756260 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243182 EFTA01328298 . UNITED STATESZCMATO4 U.S. DEPARDRENT OF TRANSPORTATION ADauT,Onot40 0 3 6 8 RM APPR CUB HD 2120.004 OVED 2 • AIRCRAFT BILL OF SALE FOR AND DI CONSIDERATION OF S I& OTHER VALUABLE CONSIDERATIONS THE UNDERSIGNED OWNER(S) OF AN : U u032669 33-I UNDIVIDED INTEREST IN THE LEGAL AND BENEFICIAL. TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N793TA CONVEYANCE RECORDED - AIRCRAFT MANUFACTURER a MODEL Raytheon Aircraft Beechjet 400A AIRCRAFT SERIAL No. RK-244 2002 FEB 5 PM 1 51 DOES INS 31st DAY OF December, 2001 HEREBY SELL GRANT. TRANSFER AND DEUVER ALL RIGHTS. TITLE. AND INTERESTS IN AND TO AN UNDIVIDED FEDERAL AVIATION I 6.25% INTEREST IN SUCH AIRCRAFT UNTO: AMPZ-60611,14 NAME AND ADDRESS OF DIDWIDUM0). GM LAST MAIM. NM HA$ AND MOMS DMA.) OWNING a ria an undivided 6.25% interest TA' Raytheon Travel Air Company 101 South Webb Road t..) g Wichita, KS 67207 A. DEALER CERTIFICATE NUMBER AND TO EXECUTORS. ADMINISTRATORS. AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TIRE THEREOF. IN TErnmoNy WHEREOF WE HAVE SET OUR HAND AND set'.no 31st DAY OF December, 2001 NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPE OR PRINTED/ (NI/00 (if EXECUTED (we)OR TIUN110) FOR CO.ONTIERSIZIE ALL MUST SICK) At Magnatech International, L.P. . la i-a 62 .9 41 it," co ACKNO%VLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDENG: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMGM) ORIGINAL: TO FAA 013651010595 95.00 12/31/2001 SDNYGlvl_02756261 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243183 EFTA01328299 38 %/WOW/1310 t.":.'0:-1`.71r0 ZO OT WU T£ 330 TO, SDNY_GM_02758262 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243I84 EFTA01328300 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 Security Agreement 9/25/2001 FROM DOCUMENT NO. Robert Kettler 6000258 TO OR ASSIGNED TO DATE RECORDED Bank of America National Association November 27, 2001 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: AIRCRAFT (List by registration number) I TOTAL NUMBER INVOLVED I N793TA FMB= I TOTAL NUMBER INVOLVED 2 MAKE(S) SERIAL P & W 7115D-5 NO. PCE-JA0256 PCP-IA0257 PROPELLERS I TOTAL NUMBER INVOLVED MAKE(S) SERIAL NO. SPARE PARTS -LOCATIONS I TOTAL NUMBER INVOLVED LOCATION RECORDED CONVEYANCE FILED IN: N793TA Raytheon Aircraft Company 400A, Serial # RK-244 AC FORM 8050-23 (1-96) (005240.582-6000) SDNYGlvl02756263 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243185 EFTA01328301 SDNYGM02756264 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243 I 86 EFTA01328302 ) 0 0 0 0 0 0 G000258 12 2 0 RACC COPY ' . SECURITY AGREEMENT oil' . 7ANCE J7- 17 PDED Raytheon Aircraft Credit Corporation tout 11011 27 AM 7 92 1. Grant of Security Interest. To secure the payment of the indebtedriels. due. Fteiteirtafil 'Aircraft Credit Corporation (hereinafter referred to as "RACC") by Robert Kettler (hereinafter.referreci lo-qe,pgrejor") under that certain Promissory Note (hereinafter referred to as the Promissory Note"), dated of even date herewith, and any renewals, extensions or changes in form thereof, and of any and all other indebtedness of Debtor to RACC, either direct or indirect, absolute or contingent, whether now existing or hereafter arising, Debtor grants to RACC a security interest in the following property and in all additions and accessions thereto and substitutions and replacements thereof, all unearned insurance premiums and insurance proceeds, and the proceeds of all of the foregoing (all of said property is hereinafter collectively referred to as the "Collateral'): A. An undivided 6.25% interest in Raytheon Aircraft Company Aircraft Model Beechjet 400A, Serial Number RK-244, Registration Number N793TA (the "Aircraft"), together with all other property used in the operation of the Aircraft or reflecting use or maintenance of the Aircraft, including but not limited to all engines, propellers, instruments, avionics, equipment and accessories attached to, connected with, located in or removed from the Aircraft and all logs, manuals and maintenance records. Aircraft Engines: Make: Pratt & Whitney; Model: PW tailkiMpla; Shaft Horsepower over 750. Serial Number (L): PCE-JA0256; Serial Number (R): PCE-JA0257, together with any replacement engines. Aircraft Propellers: Hub Make: N/A; Hub Model: N/A; Hub Serial Number (L): N/A; Hub Serial Number (R): N/A, together with any replacement propellers. B. All contracts and agreements of every kind (oral and written), contract rights, rights to receive payments. goods or services of every kind, general intangibles, chattel paper and accounts, whether now existing or owned or hereafter arising or acquired, governing, relating to or arising out of my right, title or interest in the Aircraft, including, without limitation, the Raytheon Travel Air Company (hereinafter referred to as "RTA") agreements described as follows: Master Interchange Agreement, Joint Ownership Agreement, Management Agreement, and Aircraft Interest Purchase Agreement, including any amendments thereto (collectively the "Governing Documents"). C. All proceeds of the foregoing, including, without limitation, all contract rights, general intangibles, accounts, cash, and goods and all payments under any insurance covering the Aircraft and any of its engines, equipment, accessories and accessions. 2. Governing Documents. Debtor warrants that on the date of this Security Agreement, the Goveming Documents are in full force and effect and current in all respects, that no default or event or condition which with the passage of time would become a default thereunder exists and that no party to any of the Goveming Documents has any right to offset or defense under or with respect to any of the Governing Documents. Except as otherwise provided in this Security Agreement, Debtor shall fully perform all Debtors obligations under the Governing Documents. Debtor authorizes and directs RTA and its successors, assigns and affiliates to provide RACC, as the secured party, with such information as RACC may request regarding the Governing Documents, any amendments thereto or modifications thereof, and any other contract or agreement governing, relating to or arising out of Debtors right, title or interest in the Collateral, including, without limitation information regarding Debtors payments and performance thereunder. Debtor agrees not to enter Into any amendments or modification of the Governing Documents or any other contract or agreement governing, relating to or arising out of Debtors right, title or Interest in the Collateral without RACC's prior written consent. Notwithstanding, anything herein to the contrary, RACC shall not be liable under the Governing Documents to perform any of the obligations thereunder, nor be required or obligated in any manner to make any payment, or make any inquiry as to the nature or sufficiency of any payment received by RTA, or present or file any claim, or take any action to collect or enforce the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times. 91 1 ROBERT KETITER, Sep.01 SDNY_GM_02756265 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243187 EFTA01328303 -rt. et "1 • • VHOHVUO A.1.13 VIAOHV180 SST Lid TT 100 TO. '‘'El ?IOU:7815:038 IIVE38i"? '/V3 G3112, SDNY_GM_02768268 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243 I 88 EFTA01328304 ) 0 0 0 0 0 0 I 2 2 I The security interest granted herein is a purchase money security interest under the Kansas Uniform Commercial Code. 3. Debtor's Warranty of Title and Citizenship. Except for the security interest granted under this Security Agreement, Debtor warrants that Debtor is (or, to the extent that the Collateral is to be acquired hereafter, will be) the owner of the Collateral free from any prior security interest, lien or encumbrance. Debtor will defend the Collateral against all claims and demands of all persons claiming interest therein. Debtor further warrants that it is a citizen of the United States as defined by 49 U.S.C. § 40102. 4. Debtor Will Execute and Deliver Documents. Debtor will, at RACC's request, furnish RACC such information and execute and deliver to RACC such documents and do all such acts and things as RACC may reasonably request as are necessary or appropriate to assist RACC in establishing and maintaining a valid security interest in the Collateral and to assure that the Collateral Is properly titled and registered and the security interest perfected to RACC's reasonable satisfaction. Debtor will pay the cost of filing all appropriate documents in all public offices where RACC deems such filings necessary or desirable. 5. Operation, Maintenance and Repair. Subject to the Governing Documents, Debtor shall operate, maintain and repair the Collateral and retain actual control and possession thereof in accordance with the following provisions: 5a. Subject to the Governing Documents, Debtor shall have complete use of the Collateral until default, and Debtor shall use, operate, maintain and store the Collateral, or any part thereof, property, carefully and In compliance with all applicable statutes, ordinances, regulations, policies of insurance and manufacturer's recommendation and operating and maintenance manuals. 5b. Subject to the Governing Documents, Debtor agrees that the Collateral will be operated only by duly certificated and qualified pilots and shall maintain U.S. registry and shall be based within the geographical boundaries of the United States. 5c. Subject to the Governing Documents, Debtor shall be responsible for and pay for all expenses of owning and operating the Collateral, including but not limited to storage, fuel, lubricants, service, inspections, overhauls, replacements, maintenance and repairs, all in compliance with the manufacturer's operating and maintenance manuals and with FAA rules and regulations. Debtor shall properly maintain all records pertaining to the maintenance and operation of the Collateral. 6. Insurance. Subject to the Governing Documents, Debtor will, at its own expense, keep the Collateral Insured at all times against loss, damage, theft, and such other casualties as RACC may reasonably require (including hull insurance) in such amounts, under such forms of policies, upon such terms, for such periods and with such companies or underwriters as RACC may (but has no obligation to) approve. RAW hereby approves the insurance provided by RTA pursuant to the Governing Documents. Losses or refunds in all cases shall be payable to RACC and Debtor as their interests may appear. In no event shall the amount of such insurance be less than the amount of indebtedness due under the Promissory Note. All policies of insurance shall provide for at least thirty (30) days prior written notice of cancellation to RACC, and shall contain a breach of warranty endorsement in favor of RACC. RACC may obtain such insurance If such insurance is not provided by Debtor. Debtor shall furnish to RACC proof satisfactory to RACC of compliance with the provisions of this paragraph. RACC, and Its assigns, are hereby Irrevocably appointed attorney-In-fact for Debtor to endorse fix Debtor any checks, drafts or other instruments whatsoever payable to Debtor as proceeds or refunds for any such insurance and to make claims of loss and to sign proofs of loss against any insurance company and to receive all payments. Debtor will pay any deductible portion of such insurance. All risk of loss, damage, destruction or confiscation shall at all times be on Debtor. 7. Debtor's Possession. Until default. Debtor may have possession of the Collateral and use it in any lawful manner not inconsistent with this Security Agreement. RACC may examine and inspect the Collateral, wherever located, at all reasonable times. At Its option, but without assuming any obligation to do so, RACC may discharge taxes, liens or security Interests, or other encumbrances levied or asserted against the Collateral, may place and pay for insurance thereon, may order and pay for the repair, maintenance and preservation thereof, and may pay any necessary filing or recording fees. Amounts paid by RACC under the preceding sentence shall be added to Debtor's unpaid balance under the Promissory Note, shall be secured by the Collateral and shall be payable upon demand, together with Interest at the rate computed as provided In Paragraph 2 of the Promissory Note until paid in full. Subject to the Governing Documents, Debtor shall at all times keep the Collateral, and any proceeds ROBERT KETTLER, Sep-01 SDNY_GM_02756267 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243189 EFTA01328305 _37-, SDNYGM02756268 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243 I 90 EFTA01328306 37 - 13 ') 0 0 0 0 0 0 1 2 2 2 therefrom, separate and distinct from other property of the Debtor and shall keep accurate and complete records . of the Collateral' and any such proceeds. 8. Default Upon Default, as defined in the Promissory Note, RACC may require Debtor to assemble the Collateral and make it available to RACC at a place to be designated by RACC which is reasonably convenient to both parties. The requirements of the Kansas Uniform Commercial Code for reasonable notification to Debtor of the time and place of any proposed public sale of the Collateral or of the time after which any private sale or other intended disposition is to be made, shall be met if such notice is mailed, postage prepaid, to Debtors address, as shown herein, at least twenty (20) days before the time of the sale or disposition. After deduction of all reasonable expenses of retaking, holding, preparing for sale or lease, selling, leasing and the like, together with reasonable costs of collection, attorneys' fees and legal expenses of RACC, and after the payment of the principal and interest due under the Promissory Note, the balance, if any, of the proceeds of the sale may be applied to the payment of any or all other indebtedness of Debtor to RACC, whether due or not, whether direct or indirect, absolute or contingent, whether now existing or hereafter arising, and whether owing individually or in connection with others not parties hereto, and to the satisfaction of indebtedness secured by any subordinate security interest in the Collateral of which RACC has received notice prior to distribution of the proceeds. Debtor shall be liable for any deficiency after application of such proceeds, to the extent permitted by law. If after a default by Debtor, the Collateral Is returned to or recovered by RACC, Debtor agrees RACC may fly or otherwise move the Collateral for demonstration and other purposes reasonably related to a proposed public or private sale or other disposition of the Collateral. 9. Sale of Aircraft and/or Related Collateral. In the event the Aircraft and/or related Collateral Is sold, RACC may declare all indebtedness due under the Promissory Note, as well as any other indebtedness or liability of Debtor to RACC, immediately due and payable. In addition to the foregoing, RACC may (a) sell, or instruct any agent or broker to sell, all or any part of the Collateral, and direct such agent or broker to deliver all proceeds thereof to RACC and apply all proceeds to the payment of any or all of the unpaid balance owed pursuant to the provisions contained In this Security Agreement, in such order and manner as RACC shall choose, in its discretion, and/or (b) cause title to the Collateral to be transferred into the name of RACC or its designee. Debtor understands and agrees that any sale by RACC of all or part of the Collateral pursuant to the terms of this Security Agreement may be effected by RACC at a time and in a manner which could result in the proceeds of such sale being significantly and materially less than might have been received if such sale had occurred at a different time or in a different manner, and Debtor hereby releases RACC and its officers and representatives from and against any and ail obligations and/or liabilities arising out of or related to the timing or manner of any such sale. All rights and remedies of RACC provided herein are subject to the limitations set forth in the Governing Documents that relate to Debtors interest in the Collateral. 10. Waiver of Default No waiver by RACC of any default shall be effective unless In writing, nor operate as a waiver of any other default or of the same default in the future. 11. Restriction on Transfer or Liens. Debtor will not, without the prior written consent of RACC, sell or otherwise transfer or encumber the Collateral, or any interest therein, or offer to do so or, except in accordance with the Governing Documents, permanently remove or attempt to permanently remove the Collateral from the United States. Debtor will keep the Collateral free from any adverse security interest, lien or encumbrance and will not permit the Collateral to be attached or replevied. 12. Taxes. Debtor will promptly pay, or cause to be paid, when due, all taxes and assessments upon the Collateral or upon its use or operation or upon this Security Agreement and the obligations evidenced by the Promissory Note. 13. Change of Address. Debtor will notify RACC in writing of any change of address from that shown in this Security Agreement within ten (10) days of such change. 14. GOVERNING LAW AND CHOICE OF FORUM. THIS SECURITY AGREEMENT WAS MADE AND ENTERED INTO IN THE STATE OF KANSAS AND THE LAW GOVERNING THIS TRANSACTION SHALL BE THAT OF THE STATE OF KANSAS AS IT MAY FROM TIME TO TIME EXIST. THE PARTIES AGREE THAT ANY LEGAL PROCEEDING BASED UPON THE PROVISIONS OF THIS SECURITY AGREEMENT SHALL BE BROUGHT EXCLUSIVELY IN EITHER THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF KANSAS AT ROBERT KETILER. Sep-01 SONY_GM_02 756269 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243191 EFTA01328307 Vt-10FIV1110 A II0 VHOHV1X0 SS T hid TT 130 TO. /4O11V E1S!nd Vtid 01111:1 SDNY_GM_02756270 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243 I 92 EFTA01328308 o 0 0 0 0 0 I 2 2 3 WICHITA, KANSAS, OR IN THE EIGHTEENTH JUDICIAL DISTRICT COURT OF SEDGWICK COUNTY, KANSAS, TO THE EXCLUSION OF ALL OTHER COURTS AND TRIBUNALS. NOTWITHSTANDING THE ABOVE, IN THE EVENT AN "EVENT OF DEFAULT" SHOULD OCCUR, RACC (AT ITS SOLE OPTION) MAY INSTITUTE A LEGAL PROCEEDING IN ANY JURISDICTION AS MAY BE APPROPRIATE IN ORDER FOR RACC TO OBTAIN POSSESSION OF THE COLLATERAL. THE PARTIES HEREBY CONSENT AND AGREE TO BE SUBJECT TO THE JURISDICTION OF THE AFORESAID COURTS IN SUCH PROCEEDINGS. 15. Enforceability. The unenforceability of any provision hereof shall not affect the validity of any other provision hereof. 16. Binding Agreement. All obligations of Debtor hereunder shall bind the heirs, agents and attorneys-in-fact, successors and assigns of Debtor. If there be more than one Debtor, their liabilities shall be joint and several. All rights of RACC hereunder shall inure to the benefit of its successors and assigns. 17. Assignment. RACC may transfer or assign all or any part of its interest in this Security Agreement without the consent of Debtor or any other party. Debtor shall not sell, assign, transfer, encumber or convey any of its interests in the Collateral or in this Security Agreement without the prior written consent of RACC. 18. Entire Agreement. This Security Agreement, the Promissory Note and the Governing Documents constitute the entire agreement between and among the parties with respect to the subject matter hereof. There are no verbal understandings, agreements, representations or warranties not expressly set forth herein. Neither this Security Agreement nor the Promissory Note shall be changed orally, but only by writing signed by the parties hereto. DEBTOR HEREIN ACKNOWLEDGES THAT DEBTOR HAS READ AND FULLY UNDERSTANDS ALL OF THE TERMS AND CONDITIONS OF THIS SECURITY AGREEMENT. BY EXECUTION HEREOF, THE UNDERSIGNED HEREBY CERTIFIES THAT HE/SHE IS DULY AUTHORIZED TO EXECUTE THIS SECURITY AGREEMENT IN THE CAPACITY STATED BELOW. Executed this 15 day of j:,..ptather2001, at Wichita, Kansas. Debtor: Rob Debtor: N/A N/A (signature) (title) (signature) (title) Address: 8081 Wothree Road, Address: N/A Vienna, VA 22182 RAYTHEON AIRCRAFT CREDIT PORATION By: "RACC David A. Davis, Vice President ROBERT KETTLER, Sep-01 SDNY_GIvl_02756271 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_O0243193 EFTA01328309 3~=ra V140HV1Y0 Alla VWOHV1NO SST Wd TT 100 TO. E011;In:103a If:40:117 'V.4 ILLUA CI31Id SDNY_GIvl_02756272 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243194 EFTA01328310 S 7- ) 0 0 0 0 0 0 I 2 2 4 FAA ASSIGNMENT (TO BE USED FOR ADDITIONAL ASSETS - LOANS) ASSIGNMENT (the "FAA Assignment), executed by RAYTHEON AIRCRAFT CREDIT CORPORATION, a Kansas corporation ("RACC") pursuant to the Intercompany Purchase and Contribution Agreement, dated as of March 20, 1997 (as amended, supplemented or otherwise modified from time to time, the "Purchase Agreement), between RACC and Raytheon Aircraft Receivables Corporation, a Kansas Corporation (the "Buyer"). L I 11 Ea a E I 1:1: WHEREAS, RACC, pursuant to a certain contract ("Contract") the obligor thereunder has purchased the undivided interest in the aircraft described in the security agreement to which this FAA Assignment is attached (such undivided interest in such aircraft the "Aircraft") and RACC has obtained a lien in such Aircraft pursuant to the security agreement to which a counterpart of this FAA Assignment is attached for purposes of filing with and recording by the FAA (with the obligation secured thereby collectively, the "5ecuritv Agreement"); WHEREAS, RACC, pursuant to the Purchase Agreement, has agreed to assign the Contract and receivables arising thereunder, the liens created pursuant to the Security Agreement and all proceeds of the foregoing to the Buyer, WHEREAS, in order to perfect the Buyer's interest in all of RACC's rights and interest in, to and under the Contract, the Aircraft and the Security Agreement assigned under the Purchased Agreement and all proceeds thereof, RACC has agreed to execute this FAA Assignment; NOW, THEREFORE, in consideration of the foregoing, RACC hereby agrees as follows: (a) For value received, RACC hereby sells, assigns and transfers, effective on as of Sentember 25. 2001 unto the Buyer all of RACC's right, title and interest in and to the Aircraft and in and to the Security Agreement and all of RACC's right, title and interest (but not obligations) in and to the Contract (including the right to payment thereunder) and all proceeds of the foregoing. (b) This FAA Assignment is one of the FAA Assignments referred to in, is entitled to the benefits of and is made subject to the terms and conditions of, the Purchase Agreement. (c) This FAA Assignment shall be governed by, and construed in accordance with, the laws of the State of New York. SDNYGIvl02756273 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243195 EFTA01328311 _32 -e? • • SDNYGM02756274 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243 I 96 EFTA01328312 3 7- 7 ) 0 0 0 0 0 0 I 225 2 IN WITNESS WHEREOF, RACC has caused this FAA Assignment to be duly executed on the day and year written below. RAYTHEON AIRCRAFT CREDIT CORPORATION By , David A. Davis Dated: September 25.2001 2 SDNYGlvl_02756275 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243197 EFTA01328313 - Co SDNY_GM_02756276 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243 I 98 EFTA01328314 2 2 6 L57-3 0 0 0 0 0 0 1 FAA ASSIGNMENT ASSIGNMENT (the "FAA Assignment") executed by RAYTHEON AIRCRAFT RECEIVABLES CORPORATION, a Kansas corporation, as seller (the "Seller") under the Amended and Restated Purchase and Sale Agreement (as amended and supplemented or otherwise modified from time to time, the 'Purchase Agreement") dated as of March 18, 1999, among the Seller, Raytheon Aircraft Credit Corporation, as Servicer, the financial institutions and special purpose corporations from time to time parties thereunder (the "Purchasers"), Bank of America National Association, as Managing Facility Agent and as Administrative Agent for the Purchasers (in such capacity, the "Administrative Agent") Bank of America National Association and The Chase Manhattan Bank, as Co-Administrative Agents for the Purchasers, The Chase Manhattan Bank, as Syndication Agent, Citibank, N.A. and Credit Suisse First Boston, as Co- Syndication Agents, and each Administrative Agent referred to therein. WIINEZEETIi WHEREAS, pursuant to that certain contract (the "Contract"), the obligor thereunder has purchased the undivided interest in the aircraft described in the security agreement to which this FAA Assignment is attached (such undivided interest in such aircraft the "Ajran and the Seller has obtained a lien in such Aircraft pursuant to the security agreement to which a counterpart of this FAA Assignment is attached for purposes of filing with and recording by the FAA (with the obligation secured thereby, collectively the "Security Agreement"); WHEREAS, the Seller, pursuant to the Purchase Agreement, has agreed to assign the Contract and receivables arising thereunder, the liens created pursuant to the Security Agreement and all proceeds of the foregoing to the Administrative Agent for the account of the Purchasers; WHEREAS, in order to perfect the Administrative Agent's security interest in all of the Seller's rights and interest in, to and under the Contract, the Aircraft and the Security Agreement assigned under the Purchase Agreement and all proceeds thereof, the Seller has agreed to execute this FAA Assignment; NOW, THEREFORE, in consideration of the foregoing, the Seller hereby agrees as follows: SDNYGlvl_02756277 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243199 EFTA01328315 SDNY_GM_02756278 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 0024320() EFTA01328316 3 0 0 0 0 0 0 I 2 2 7 (97-3 2 1. For value received, the Seller hereby sells, assigns and transfers, effective on and as of September 25. 2001, unto the Administrative Agent for the ratable benefit of the Purchasers all of the Seller's right, title and interest in and to the Aircraft and in and to the Security Agreement and all of the Seller's right, title and interest (but not obligations) in and to the Contract (including the right to payment thereunder) and all proceeds of the foregoing. 2. This FAA Assignment is one of the FAA Assignments referred to in, is entitled to the benefits of and is made subject to the terms and conditions of, the Purchase Agreement. 3. GOVERNING LAW. THIS FAA ASSIGNMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 2 SDNYGIvl_02756279 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243201 EFTA01328317 . _37-4 • SDNY_GM_02758280 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243202 EFTA01328318 ) 0 0 0 0 0 0 I r 2 8 • IN WITNESS WHEREOF, the Seller has caused this FAA Assignment to be duly executed on the day and year written below. RAYTHEON AIRCRAFT RECEIVABLES CORPORATION By: y Title: Vice Presi eat David A. Davis Dated: Member 25. 2001 3 SDNYGM02756281 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243203 EFTA01328319 . X37 V140HV10 AII3 VH:1 1 SST kW TT 100 TO. ac 11011741SIU3Z.'137 vv:1 MBA-% Q31IJ SDNY_GM_02758282 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243204 EFTA01328320 FCOM APPROVED CUB No. 21204:042 I iMito itiCTOILEF onithiotskk000rtmoseatooksocthoncol U MOW. moms Ablimenanaial NOMOCIASI00001.111CJJ. coma 6 -.3 I.IFICPAP7 REOLSTRA111311 APOUCallOt1 CE ISSUE DATE MITER 51.43.4E -1- 1,1 RECISTRATOR WEYER II 79TFA AWICRAFT UANUFACTURER & I/DOEL , Raytheon Aircraft Company Beechjet 400A AtiCRAFT SEAM No. sii 00T 3 0 SI I RK-244 FOR FAA USE ONLY TYPE OP REINSTRATION COYe one ant 0 1. inere0UJE 0 2. ParearSha O 3. Caperliten AC Co-annor 0 5. Govt Oa ten. NAVE OF MetleaNT (FeceeO) Yvon a, wanes cl Comets 2 Feieue. Oho last name. rest fat are S4 IMO) 1. Robert Kettler OWNING • do address below an undivided 6.25% Interest 2.- See Attachment owning the Interest shown on CatillOwE MAYER the attachment ADORESS (Perryton, metro acktriss for WO Veal lad,) Nte DM Owl: 101 South Webb Road Flint floor RO. See CITY Mt MP COCO Wichita KS 67207 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 COMpleled. A fats a Pecnce aloof la are Posey in at soccaSon maybe eyes for perternere by One and/Cr lecCesonmel (US. Cole. Me IS. Sec 2:01). • CERTIFICATION OW CERTIFY: (I) Rot De atom Yuan 4 tend by the ydenSprod 0P0c41 . FPO 4 a aeon (3YOMO Colaakcs) of to WON stem for warp putt ow awn* of owe.: it or CHECK Oct AS AFFROOMYE: a. O A reseent no. we Wen resisintton ram 1.151 or Foist 1451) No. b. O A nateruen cow-alas awes! and d*q bakes oder the lessor( co) ace saki Yvan 4 based ant peas* tole In SO UMW Steles. fl di no Poo are avaiele Ix Inspection al (2) Thal The Orton Is na opieced under me lan ci any torOgn courop AM (3) That loga sweet of ocectreip Is allatho3 or No Won OS oTh me Weal Aviateet Abrinisiteion NOTE: II executed for coorinCIS4p al applcontS nhial Sign. Use reverse WO II necessary. TYPE OR PR TORE EACH PART OP THIS S 1. SYYTURE ILE, gehte MU LIRE OM 61 -. *O1 DUI APPLICATPSN MUST 2.- See Attachment BE SKINEO IN INK SONATURE TIME 0/01 NOTE Pairing nob of Po Condole 0 Mos* FleyttsfOn. e ateill fry be comes kr a mood rot in mom d$0 cum Oral® rote thy me Pro( copy of OW applealks gaol b clop IS So sows ...sal r—os -r-no r•-• n --r • /stirs AC Tom 8050.1(1240)(O:62-00-6284O37)Socenelas Resioestfte TO SlCP111E // - 49-0/ T D/6 ea/ SONY_GM_02756283 TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00243205 EFTA01328321 : • • l:101_0 i 701-1 A vOilVoVI HV ); CS t ud tt ISO TO , bk.2.311.3:I 41 k: 1:31.4.1' SDNY_GM_02756284 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA _00243206 EFTA01328322 ) 0 0 0 0 0 0 1 2' 9 ATTACHMENT TO AIRCRAFT REGISTRATION APPLICATION N793TA Reed el 400A Serial: RS-244 Name of applicant: Owning an undivided Address: Interest of: 2.) Michels Pipeline Construction, Inc. 25% Shown on original form hereto 3.) Southeastern Mills, Inc. 12.5% Shown on original form hereto 4.) REI Air, LLC 6.25% Shown on original form hereto 5.) Magnatech International, L.P., 6.25% Shown on original form hereto a Pennsylvania limited partnership, Paul Kozloff & David L. Thun, general partners 6.) SL Wings, LLC 6.25% Shown on original form hereto 7.) AIRCAP, LLC 12.5% Shown on original form hereto 8.) Colas, Inc. 6.25% Shown on original form hereto 9.) Anthony Zingale and Teresa M. Zingale 12.5% Shown on original form hereto as Trustees of the Zingale Living Trust U/A/D 3/6/97 10.) OSF International, Inc. 6.25% Shown on original form hereto Signatures: Title: Date: 2-10.) Senior Contracts Manager of Raytheon Travel Air Company Acting as Attorney-in-Fact 9i2.5101 By signing above, the applicant agrea and stipulates (I) to the terms, conditions and certification of the AC Form 8050-1 Aircraft Registration Applcation, to which this page Is attached (the "Application", (Ii) that all of the information set forth on the Application is true and correct as of this date, and fth") the Application may be executed by the co-owners by executing separate counterpart signature pages, each of which when so executed and delivered shall be an origins], but an such counterparts shall together constitute but one and the same application SDNYGivl_02756285 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243207 EFTA01328323 VI-101IV1}10 A110 VI-1011V1)/0 SS I Lid IT 100 TO. Z917011:313193d13VE3C*; SDNY_Glvl_02756286 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243208 EFTA01328324 UNITED STASSAAA 2* I 7 052854 EOM APPROVED US. DCPARTICINT OF TRANTPORTA 2.:9 4A 11111AaISTIQnoN° OMR NO. 21204342 AIRCRAFT BILL OF SALE FOR AND R4 CONSIDERATION OF S I & OTHER VALUABLE CONSIDERATIONS THE UNDERSIGNED OWNER(S) OF AN • UNDIVIDED INTEREST IN THE LEGAL AND BENEFICIAL TTTLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES CONVEYANCE RECORDED REGISTRATION NUMBER N793TA AIRCRAFT MANUFACTURER 8 MODEL Raytheon Aircraft Company Beechjet 400A 2001 OCT 30 PM 2 31 AIRCRAFT SERIAL No. RK-244 FEDERAL AVIATION DOES THIS 25th DAY OF September 2001 ADMINISTRATION HEREBY SELL GRANT. TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO AN UNDIVIDED Do Nat Main His Mock 6.25% INTEREST IN SUCH AIRCRAFT UNTO: FOR FAA USE ONLY NAME AND ADDRESS OF INDIVIEGAI(S) GIVE MST NAM" FIRST NAME. AND MIDDLE IHMAL) OWNING an undivided 6.25% Interest Robert Kettler DEALER CERTIFICATE NUMBER AND TO EXECUTORS. ADMINISTRATORS. AND ASSIGNS TO HAVE AND TO HOLD SINOULARLY TUB SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF IN TESTIMONY WHEREOF WE HAVE SET OUR HAND AND SEAL nos 25th DAY OF September 2001 NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPE OR maw) ON IMO (IF EXECUTED (TYPED OR PRINTED) FOR COOWNERSIOT. ALL MUST nay eff;) SELLER Raytheon Travel Air Company Karen S. Jenkins .(/ Sr. Contracts Manager ACKNOWLEDGEMENT MOT REWIRED FOR PURPOSES OF PAA RECORDING- HOwlivER MAY RP arnoman RV I nrAt I l W ma vat mrry 11T Mr menu MOM S5.0 ( .(H/1 I I IBA ORIGINAL: TO FAA SDNY_GM_02756287 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243209 EFTA01328325 VHOHVUO A113 VW0HVVA0 SS T Wd II 150 TO. 89 1:011•18151034 1!V 8D VVA 1411i?, SDNYGIvl02756288 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243210 EFTA01328326 FORM APPROVED - I PQPY OMB Nil 2120004.1 . u wdeenWATESVFAllalICAbbeeMeNTIf1R4/SPOFfbIllON P . AMMO* Maittritai0m-Ma siCeopSicrY ASACtuallem. Colton • MRCRAFT REGISTRATION APPUCATION CERT. ISSUE DATE • maw STATES BEDSTRAW*. NUMBER I1/41 793TA AIRCRAFT MANUFACTURER a MODEL 51+ -5 R vrhann AirrrAftC A-"CRAFT SERIAL No. Roothipor AMA K JUL 18 20011 W-244 FOR FAA USE ONLY TYPE OF REST/TR/CRON (OWE One bco) 0 1. Inctvklual 0 2. PartrneriSt1p 0 3: COIVOTIECa .qit. coca at Govt o ka A etna" NMAC OF APPUCANT (Psanahls) Shona on *Monte et Oratentip. N IMMO* ilit• MK KM. ses red olds 9094 • 1. Raytheon Travel Air Canfelly ClekilliG c/o address below an undivided 6.25% interest •, 2.- 10 See Attachment peening the interest as shwon an the attachment TELEPHONE NUMBER: ( •um ) 676430D0 ADDRESS (Pavane mains =UM= for not °Wars fitted) Miran em nreet_JWI_South_Wehb Road ...._ Ruud Route. Pal Box CITY STATE EP MCC Wichita KS 67207 0 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. i; A fart ca <Winos' tanner le mat Ouesion In Vas pptotecn row to owns Ix punishinent by Inc ard(OI Whblechurt Cob. Me It Soc. ION, CERTIFICATION ENE CurnTy. (I) Thal to above arena is *mord by re midways] earfoov, itto Insolation 0n:Wry oslorarions) of Me United St2103. (Re song bust asp nn a rOMM )• Cr CHECK ONE AS APPROPRIATE: is Q A residers alas MIN eon resttorton (ron. MEd or Fass 1451) No. b. Q A nortiben cemorstran omarized and duly business under to lam of (male) ad said at is bated and prime* used bi IIiie Unto] Bran Records a Ws loxes we ayinitie Ior In:wan al (2) That to amen is re! rtgistratd stem the MM of my Ivor osunto can IS That boil irriCatioi of oddralip is eluded Cl has Nen GM nits to Federal Atiaton AglreiMitrafon. NOTE: II mewled tor 03-0Villenhip al applitantS must sign. Use reverse side II nOCOSSaiy. TYPE OR PRINT NAME BELOW SIGNATURE SI • TIRE DOTE i i'Z .1 4Trpn S ref Sr DantrArta Manager 1/111/O1 * z sioThialinE TITLE DATE ;S i IS4i 2.- .-n See Attachment 0 smeuxtre Tate owe X4 0 NOTE Ptram receipt dine Collated Arne nesisbeton. Me &burst may be ottemled lereeete ((Cl In *mess of 90 clam *Ong ...inn bate the soil copy ct as sisPorasan mot be owned it we anent AC Fore $)50-1 (1990) (005240428-9007) Supersedes Redoes Eldon Cce rot-t-r SDNY_GA4_02756289 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_002432I I EFTA01328327 • •. acf-oze. . . .• ; • •••!•••)•'. •••• • 7 •••f•.; ;6, . • . •. • VIIOHY1NO A110 71199Y1No 91 OT • 7T-Ntr mut : ---• He Houvalszosu Strom " 779 ILLIM:33114 SDNY_GM_02756290 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00243212 EFTA01328328 0 000000 09 ATTACHMENT TO AIRCRAFT RE&ISTLITION APPLICATION 54-( N793TA Beechiet 4004 Serial: RK-244 Name of applicant: Owning an undivided Address: Interest of: 2.) Michels Pipeline Construction, Inc. 25% Shown on original form hereto 3.) Southeastern Mills, Inc. 12.5% Shown on original form hereto 4.) REI Air, LLC 6.25% Shown on original form hereto 5.) Magnatech International, L.P., 6.25% Shown on original form hereto a Pennsylvania limited partnership, Paul Kozloff & David L. Thun, general partners 6.) SL Wings, LLC 6.25% Shown on original form hereto 7.) AIRCAP, LLC 12.5% Shown on original form hereto 8.) Colas, Inc. 6.25% Shown on original form hereto 9.) Anthony Zingale and Teresa M. Zingale 12.5% Shown on original form hereto as Trustees of the Zingale Living Trust U/A/D 3/6/97 10.) OSF International, Inc. 6.25% Shown on original form hereto Signatures: Title: Date: 2-10.) Senior Contracts Manager of Raytheon Travel Air Company It ailA .7404r):in Acting as Attorney-in-Fact Jib /of aren S. Jengins By signing above, the applicant agrees and stipulates (1) to the terms, conditions and certification of the AC Form 8050-I Aircraft Registration Applcation, to which lids page is attached (the "Application'), 01) that all of the information set Conk on the Application is true and correct as of this date, and (Ili) the Application may be executed by the co-owners by executing separate counterpart signature pages, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same application SDNY_GM_02756291 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243213 EFTA01328329 1 I • 64- V110HV1NO All0 9I in WY ZI Mil' ION 8$ IPIHOUIV OYU HIIA 03114 SDNY_GM_02756292 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243214 EFTA01328330 UNITED STATI O:, MIERtee. Forty APPROVED US DEPARTMENT OF TRANSPORTATIO.ttE sit AvtenoStOremat AIRCRAFT BILL OF SALE 0 0 9 2 9 , x030853 Dug NO. 2i2O2OI2 FAR AND IN CONSIDERATION OF S I & OTHER VALUABLE CONSIDERATIONS THE UNDERSIGNED OWNER(S) OF AN UNDIVIDED INTEREST IN THE LEGAL AND BENEFICIAL TITLE 35 - I OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES CONVEYANCE RECORDED REGISTRATION NUMBER N793TA AIRCRAFT MANUFACTURER & MODEL Raytheon Aircraft Company Beechjet 400A AIRCRAFT SERIAL NO. 2001 JUL 18 AEI 7 13 RK-244 GOES Tres AY OF March 2001 FEDERAL AVIATION HEREBY SELL GRANT. TRANSFER AND DELIVER AU. ADMINISTRATION RIGHTS. TITLE, ANO INTERESTS IN AND TO AN UNDIVIDED Co NOW* In IN, abx 625% INTEREST IN SUCH AIRCRAFT UNTO' FOR FAA USE ONLY NAME AND ADDRESS EF racRytounpa MYR LAST NAM. MST HAILEAND/4OOLE &VIDAL/ OWNING PURCHASER an undivided 6.25% Interest Raytheon Travel Air Company 101 S. Webb Road Wichita, KS 67201 DEALER CERI1FICATE NUMBER AND TO a altioca.SS ars sneetwegesmetotedritmues. AND ASSIGNS TO HAVE AND TO HOLD SECULARLY THE SAID AIRCRAFT FOREVER. AND WARRANTS T IN TESTIMONY WHEREOF WE HAVE Eel' OUR HAND AND SEAL THIS DAY OF March 2001 NAME (S) OF SELLER SIGNATURE (S) TITLE (MS OR PROMO) (C4 COOFt taCUTTO CMEDOR Mina FOR CO.OveNERSHIR ALL MUST SIG." ...7 d iter... 1.77 - C Morteza Ejabat. Trustee of the ot 1 4- 44.5 4 4 -4...--- ..3 Morteza Ejabat Trust ...1 co tit ActotowLEncEmENT (NOT REOUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER. MAY BE REOUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT) CERTIFIED COPY TO BE RECORDED BY FAA ORIGINAL: TO FAA ' 5 .00 6 -/t-o/ oci4: bl-Pr SDNY_GM_02756293 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243215 EFTA01328331 V♦KOH7l)I0 Aii3 VNEMviNo St CI Wd aT IVOr MO/ I hereby certify that I have compared the fore- HS troavassosql going with the original VV.4 and it is a true and correct 03111 copy thereof. SDNY_GM_02756294 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243216 EFTA01328332 Flpg49 COPY n n o FORM APPROVE) OINI No. 21200)12 . UNITED skits CF AVERCA DEPPATMINE OP TRANSPORt 4 Z 0 I . mesiat mune MaianilmlION4031110Magair ANIONWIICAL Dona MACRAFT REGLSTRKIICal APPLICKHON CERT. ISSUE COATE UNTTED STATES . REOSTRATION /ARMEE 111793TA AIRCRAFT IAANUFACTURER & soot 302-3 Raytheon Aircraft Company Beechjet 4OOA AIRCRAFT SERIAL No. litie APR 1.9 2681 RK-244 FOR FM USE may TYPE OP REGLSITIATON (Check ono ba5 0 I. Indr.Idua1 0 2. Partners,* 0 3. Ikelleral(090.0 4. Coca 0 5. Gov% 0 L itaCign" HANS OF APPLICANT (Penns) Sean An Mae of OnoniNp. II Maeda in la OHM 514 nand go, Ella /WIPA • 1. OSF International, Inc. do address below OWNING an undivided 6.25% Interest 1° 2.- See Attachment owning the interest shown on TELEPHONE MASSER: pie 1676.8000 ADDRESS (Nehmen means anew lie fal ilignial WOO the attachment 101 South Webb Road Nestor AM arme Rua Rotra PA. Doc COY • STATE ZIP coca Wichita KS 67207 0 CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATIENTIONI Read the following statement before signing this application. This portion MUST be completed. A fan(i a d0nanCen AnSsen SO any AnOltnn In Ta ***ton May to pODUCICI be RAI-Anent by Teo and/or erpelionnent S. Coda Teo Ia. S. leaf. CERTIFICATION IWE cennrc (I) ,IM. GM non Yvan Is vend by Now sanyergyned want Mn Is semen enchno corpirsteno) 04 Re nentd Sind Re *vim but gye nano 01 trrany I. on CHECK Cat AS APPROPMATE: a O A renitint Men. well aim Rote/mon Tenn 1-151 a Fan, 1-SE) P O Arm-Mem capiraMn orpotRed and Con tehness under ee ion et (stn) and sad &torn a anal end phhaey need In re there Shen. Fiends ci WO hen we wail* d leepoeSon en (2) Thal the gran n rot registered Rule the ken of any negn °KAHN end (Elba MRS Marco ttosnenhp Is sitathed a has ben Ike stah is Peden Minn Acinsnennn NOTE: If co:mutat Br CO-OwnershIp RI appltslAIS Must Syn. Use reverta side if necessary. TYPE OR PRINT NAME BELOW SIGNATURE SIGNATURE TITLE DATE 111 1. L.th_t itf4i29!)j) CFO 3/16/6/ b 3 , 6 n u e:Attachment 6 5D3NATORS TITLE DIM VI PetRE Poreleg None of te Caltlosieol Naar ReRstrinon ihp nisei awl to monied ON a Rothe- in mom of K. Om. sine vinyl limo ee PPM copy al the mot cant neat be owned in to shoal IC Rem 0050-1112/90)(0052-00*9-9007)Supersales Prelims Edon SDNY_GM_O2 756295 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00243217 EFTA01328333 • A .t/17% I.,1177*0 9e e ' 6 8,i& to, SONY_GM_02756296 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_002432 18 EFTA01328334 '0 0 0 0 0 0 2 2 8 2 ATTACHMENT TO AIRCRAFT REGISTRATION 302-1 APPLICATION N793TA • Beech' I' 400A Serial: RR-244 Name of applicant: Owning an undivided Address: interest of: 2.) Michels Pipeline Construction, Inc. 25% Shown on original form hereto 3.) Southeastern Mills, Inc. 12.5% Shown on original form hereto 4.) REI Air, LLC 6.25% Shown on original form hereto 5.) Magnatech International, L.P., 6.25% Shown on original form hereto a Pennsylvania limited partnership, Paul Kozloff & David L. Thun, general partners 6.) Morteza Ejabat Trustee of the Morteza Ejabat Trust 6.25% Shown on original form hereto 7.) SI. Wings, LLC 6.25% Shown on original form hereto 8.) AIRCAP, LLC 12.5% Shown on original form hereto 9.) Colas, Inc. 6.25% Shown on original form hereto 10.) Anthony Zingale and Teresa M. Zingale 12.5% Shown on original form hereto as Trustees of the Zingale Living Trust U/A/D 3/6/97 512natures: Title: Date: 2-10.) Senior Contracts Manager of Raytheon Travel Air Company PASI) Acting as Attorney-in-Fact a hi. la I Karen S. JefrkIns By signing above, the applicant agrees and stipulates (1) to the terms, conditions and certification of the AC Form 8050-I Aircraft Registration Appleation, to which this page Is attached (the "Application"), (ii) that all of the Information set forth on the Application Is true and correct as of this date, and (II) the Application may be executed by the co-owners by executing separate counterpart signature pages, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same application bUNYLahl_liZ fJto2 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243219 EFTA01328335 3 fr n 8Z • .90,24:9 4/a /id& 0, .4, (J.:, SDNY_GM_02756298 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243220 EFTA01328336 UNITED STATES OFIAME/DCA n 8 0 FORM APPROVED US CARUOTAENT OF TWAPORTATIOR POEM /MATRA ADaISTIDOONO OMB 80.2120400 AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF S I & OTHER VALUABLE CONSIDERATIONS THE UNDERSIGNED OWNER(S) OF AN 31-1 UNDIVIDED INTEREST IN THE LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES QQ022643 REGISTRATION NUMBER N793TA AIRCRAFT MANUFACTURER S MODEL Raytheon Aircraft Company Beechjet 400A CONVEYANCE AIRCRAFT SERIAL No. RK-244 RECORDED DOES THIS 16th DAY OF March 2001 HEREBY SELL GRANT. TRANSFER AND DELIVER ALL RIGHTS. TITLE. AND INTERESTS IN ANO TO AN UNDIVIDED 6.25% INTEREST IN SUCH AIRCRAFT UNTO: ....,1141,43P,L19 RN 8 33 FOR FAA USE ONLY NAME AND ADDRESS HE INOWIDUALO1. GIVE LAST MAW. fuer Asia AND 1410012 ENITIAW FEDEr.:1. OWNINarI (I, i't ": " URCHASER an undivided 6.25% Interest OSF International, Inc. do 101 South Webb Road Wichita, KS 67207 DEALER CERTIFICATE NUMBER AND TO ruts Sc. cc Wen ENZOIEFORtREMENEFFRAZOFER MID ASSIGNS TO HAVE AND TO HOLDSINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF WE HAVE SET OUR HAND ANDSEALTHU 16th DAY OF March 2001 NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPE OR HUNTED) ITT LW) RP' EXECUTED (TYPED OR PRINTED) TOR COOwNERSHIP. ALL MUST Oa) Raytheon Travel Air Company Karen S. Jenkins kat Sr. Contracts Manger .3 ca O) ACKNOWLEDGENIENT MOT RIMMED FOR PURPOSES OF FAA RECORDING: HOWEVER_ MAY RE REQUIRED BY LOCAL LAW FOR VALIDITY OF THP ninny our 1 CERTIFIED COPY TO BE RECORDED BY FAA ORIGINAL: TO FAA SDNYGlvl_02756299 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243221 EFTA01328337 3 11140HV/X0 Air; I hereby certify that I C bid h 8d8 TG, have compared the fore- going with the original vvzi ual;:rd and it is a true and correct copy thereof. SDNY_GM_02756300 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243222 EFTA01328338 PILING COPY POMP PAWPAW OMB Ne. 40)4011 tvandlocrepwilodAc ApparEicvilgosecrbtanci• V 4 • moms& PAAnonlotuflfeAn.WeactVONIONT Anowure..a. Waal 3(X S AIRCRAFT REGISTRATION ARROGATION GEM ISSUE WM UNITED STATES rGosistancer MAGER N 793TA ATICRAST MANUFACTURER & MODEL TRGPAFT SERIAL No. Raytheon Aircraft Company Beechjet 400A SO t RK-244 FOR FM USE ONLY TYPE CF REGISTRATON l TR to) O 1. lAdvIdual O t. Partnership O a ComendonA 4. Co-aeaver O 5 Govt O 11.N' clif"" NAME OP APPLICANT (Prrecn;” atonn on wawa of wren*. II k, tidal eke lest name. End mime. sni made ho.411 1. Anttssny Zinalbe and Teresa M. Zingale as Trustees of the OWNING illyingale W.ng Trust U/A/D 03/06/97 an undivided12.50% Interest cla address below owning the interest shown on 2.1Ciee Attachment the attachment TEIEPIwet NUMBER ( 316 i 6766000 AGGRESS IPonnanent Ruling eddresn tt Ertl Appian, MIRO Numbot AM , l1OO,, 101 South Webb Road Rats Roos P.O. Sat CITY STATE EP COOE Wichita KS 67207 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 IR* cc CIONOR. wrens *any quess.* h this Oppladon nay be rands fOr GonaTned by Cm Rd i'm F&PdlonTse Code. Tee 14. Sec TOO CERTIFICATION WE Min: (1) That UN atoms MasiI S angled by Ea 4ndonind ameolaal, Main atm Odabede ddlaaraldde ea lop UMW Sege& (For wee tnoc Ø. 01 -Lvov x cc CHECK ONE AS APPROPRIATE: N. Q A melded Alen NM Eden regisveson Worm 1.151 cc Pam 5451) No. b. 0 A medusa Caparstion aped* end ON* &pawed, fide, the We of fuMe) ardledd Waal Is Used we plane* used S Ihe Utilo5 SINN Awed, or nom Itors we peddas for *Reed* I (I) That th IIICOIll h Act regisleeed 4 tender 0.5 Joel 54 Ay kre595 *Refry: Red (3I lbw bog eMonco ol onreretip Ruth* of Pas been glad MT the Federel Add.* AsdnArtiratte NOTE: II execulcd for CO-OwnOtship all appicams must sidt use reverse sde ii neanSery. TYPE Ofl PRINT NAME BELOW SIGNATURE , I 11111 DATE EACH PART CF THIS i• ao•bk SPINA 111LE TWASTE.e DATE APPUCATION MAST 1 ‘40 -TEggeO lat /a- K5 of-f-DE EC SIGNE° IN INK SIGNORE TOW DATE 2.1tee Attachnient NOTE Para; reap of he CeeifIcallol Neat Pogistason. ea eta may be opreilid fixeren* not n e of 90 en (Meg .Sid Ida Pe PINK copy ei sea appealed 1m teamed In Ps all, AC Fab 50504 (1990) (005240-62(14007) Supersedes Prevbus Eaten SONY_GM_02756301 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00243223 EFTA01328339 • 30-a Kri.37 AODA :.oarft e,sFi st•S->!P XX OM IWO ut I 'Co !X I. ei 'S Lat. 1..29.41'MOM 1." • !:-"T •2"., CO •a•a. s rs az 31: bs inzneDxf.t. ost • S COZ`.8-Ma an ts 354 rivast'l 1.;! r,brofel • 1g° 0O1 )-V3 1%4 \NI! Ws ‘1. 1-ts\s-wj wYtO 153 colt •t es:Avit:t! A _ . aoµ0d%Hl1tt SDNY_GM_02756302 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00243224 EFTA01328340 ao2 l os • ° /2719CIRIENT TO AIRCRAFT REGISTRATION 30-I APPLICATION N793TA Beech et 400A Serial: RK-244 Name of applicant: Owning an undivided Address: Interest of: 2.) Michels Pipeline Construction, Inc. 25% Shown on original form hereto 3.) Southeastern Mills, Inc. 12.5% Shown on original form hereto 4.) REI Air, LLC 6.25% Shown on original form hereto 5.) Magnatech International, L.P., 6.25% Shown on original form hereto a Pennsylvania limited partnership, Paul Kozloff & David L. Thun, general partners 6.) Morteza Ejabat Trustee of the Morteza Ejabat Trust 6.25% Shown on original form hereto 7.) SL Wings, LLC 6.25% Shown on original form hereto 8.) AIRCAP, LLC 12.5% Shown on original form hereto 9.) Colas, Inc. 6.25% Shown on original form hereto 10.) Raytheon Travel Air Company 6.25% Shown on original form hereto Signatures: Title: Date: 2-9.) Senior Contracts Manager of Raytheon Travel Air Company tita/helpfit , nO Acting as Attorney-in-Fact _ail to Karen S. Jen s 10.) Senior Contracts Manager of ate("3/2fr,frin Raytheon Travel Air Company Skit/ By signing above, the applicant agrees and stipulates (I) to the terms, conditions and certification of the AC Form 8050-I Aircraft Registration Appleation, to which this page Is attached (the "Application"), 01) that all of the information set forth on the Application is trite and correct as of this date, and (ill) the Application may be executed by the co-owner by executing separate counterpart signature pages, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same application SDNY_GM_02756303 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243225 EFTA01328341 •. 30 VI-IOW/DM VVI0W4110 A113 6k Z lid hi Mil TO. 01O:8151038 13'483WV 14.1.111:\ CI3113 tie itr V j SDNY_GM_02756304 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243226 EFTA01328342 um ED SIEStrAIR4 U s•DIPARTmENT OFTRANTIORT ION A 0:44D4 Amo 2 1 0 3 FORM APPROvID GLIB NO. 2•2040.2 . • AIRCRA BI L SALE AND' al CONSIDERATION OF $ I &OTHER VALUABLE CONSIDERATIONS THE UNDERSIGNED OWNER(S) OF AN aq-I UNDIVIDED INTEREST IN THE LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: 00022642 UNITED STATES REGISTRATION NUMBER N793TA AIRCRAFT MANUFACTURER & MODEL CONVEYANCE. Raytheon Aircraft Company 8eechjet 400A AIRCRAFT SERIAL No. RECORDED RK-244 DOES nes 2nd DAY OF February 2001 HEREBY SELL GRANT, TRANSFER AND DELVER ALL RIGHTS. TITLE, AND INTERESTS IN AND TO AN UNDIVIDED 19 HP1 8 33 APRMTNF 12.50% INTEREST IN SUCH AIRCRAFT UNTO: FoRVaity,.- - NAME AND ADDRESS IU INDIvIDVM.01.GIVE LAST NAME. FIRST NAME. AND MIDDLE INDIAL) OWNING PURCHASER an undivided 12.50% Interest Anthony Zingale and Teresa M. Zingale as Trustees of Zingale Living Trust U/A/O 3/6/97 do 101 South Webb Road Wichita, KS 67207 DEALER CERTIFICATE KAISER AND TO EXECUTORS. ADMINISTRATORS. AND ASSIGNS TO NAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER. AND WARRANTS TILE REOF. IN TESTIMONY WHEREOF WE NAVE SET OUR HAND AND SEAL TIES 2nd DAY Of February 2001 I NAME (S) OF SELLER SIGNATURE (S) TITLE (MEI* PRINTS0) In !MO(IT EXECUTED ITYPSDOR PRO4110/ FOR CO.OwNEFUHIR ALL MUST ,ASSIGN.) SIGN.) SELLER Raytheon Travel Air Company Karen S. Jenkins Sr. Contracts Manager L ACKA OWLEDCEMENT /NOT iumullern sok PURPCICASnr FAA 12 renrinaml. mrtwovro Ma./ RR o mum on ay I era. . Au, me us. .ntrvn..........,............. CERTIFIED COPY TO BE RECORDED BY FAA ORIGINAL: TO FAA SDNY_GM_02756305 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243227 EFTA01328343 VW0HV1U0 AIM VI-KIHrINO I I T el l hereby certify that I 6h Z ttici Inwhbitb, compared the fore- h zia NOUN alS103el 11V Zi iOgrZI g iWiStli:Uraerl Vid Hilh% 0311 py thereof. SDNY_GM 02756306 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243228 EFTA01328344 FILING cop FORM APPROVED Ora teageocom V I I cc, ' UNITED STATES Of AMERICA DEMO, .SDOM VASPOTAT/011 V =DM MIATION ACRPOST•ATIONMRC itialeette AIROPIAITICAL COttidi NPCRAFT REGISTRATION APPUCIMON CERT. ISSUE MIA e- V beano STATES RENSTRATKIN KAMER AIRCRAFT warumcnsten a aeon. II 793TA Raytheon Aircraft Cremarry Reeelhigt MCA AIRCRAFT SERIAL No. ( )4L.- D FE-244 FOR FM USE ONLY TYPE Of REOISTRAllger (CPS on* tring 0 1. INSTANTS 0 S. Parinerstio 0 3. 00,000011 §30. Co-owner 0 5. Gent 0 e.Nonauen NAPE •OF APPUCteff (Petledlt) these en ea Loce 0 anive00- d 03vdatt 9vt MR wed. RR num PRO SST PORO 1. Raytheon Travel Mr Ccmccun, 0.8filE • ch address below an undivided 18.75X Interest 2.1 k See Attachment acting the interest as stun at the attachment TELEPRONE MpADER:1 (316 1 676O-80CO ADDRESS Oreananert malty Siren led SR spltar4 DIM) Nimble el Feet 101 South Webb Road an, Round PO. Bac are SWIM EP COOL Wichita KS 67207 I:I 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 SS a dahnert arise le en/ Sawn in es roplcaton may ge grtunds Tor ForiSznen by Ns* and1et Imp-unmet ma. CS. TOD rif Son 1001). • CERTIFICATION ors mann,. ot That t* ift.." secret re amyl by the weer:pm lakant sten aim pidning conceals) 04 the third Sawn (For veined bust. 905 nen* ol ORS I. oc CHECK ONE AS APPROPMATE: a. 0 A toRdeet aloe rAlh teen mama" (Form 1.151 04 Foen 1-151) l 0 PAIS-leered acptcaron organized ard dory Deanfe weer the Ts of DIOS rid LW akcisfl is bated an, prima* vied h the thied sums. R.wt or rears ban Sn Imiletee Tor inspetton of III Tint es erns le nnregreend use Pr want 10(091 ~try; aid 0) That Rog eta el thelestip h slatchte a has been Red reel be meow *hew, rewhisatos. NOTE: If executed for 00-oweershe all aorricares must Men Use revers* ado If noonSary TYPE OR PRINT NAME BELOW SIGNATURE will was EACtI PAM OP THIS Contracts ?tanager 1/31/01 SKINATIMP TIES OATE APPIXATON MUST Attachment Be SIGNED IN BM. irbta m\vet mu MI NOTE Pewee hems awe Conicato ol AKAN Rogisizalicei the Sian Mel be operates fie a petted PM Is hew* el 00 itifs. dual% Sdch Ws to PEW copy Ci this opstiornsi mute be Canted in the *Dal AC rum SRO IN/9R (0:62-0042841007) Supersedes Peeous Each no 7 r 31y -1/4 16/ SCINY_GM_02756307 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00243229 EFTA01328345 • • „AcorkNOttA0 ,ortotA I‘A ov; LE 4„siost AO a tss,,lk,y.i 3.O% SONY_GM_02756308 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00243230 EFTA01328346 2779109ME9VT90 91RhaTLaSTRATION APPLICATION a $-1 N793TA !leechlet 4004 Serial: RIC-244 Name of applicant: Owning an undivided Address: Interest of: 2.) Michels Pipeline Construction, Inc. 25% Shown on original form hereto 3.) Southeastern Mills, Inc. 12.5% Shown on original form hereto 4.) REI Air, LLC 6.25% Shown on original form hereto 5.) Magnatech International, L.P., 6.25% Shown on original form hereto a Pennsylvania limited partnership, Paul Kozloff & David L. Thun, general partners 6.) Morteza Ejabat Trustee of the Morteza Ejabat Trust 6.25% Shown on original form hereto 7.) SL Wings, LLC 6.25% Shown on original form hereto 8.) AIRCAP, LLC 12.5% Shown on original form hereto 9.) Colas, Inc. 6.25% Shown on original form hereto Signatures: Title: Date: 2-9.) Senior Contracts Manager of Raytheon Travel Air Company i&Agafriazfl Acting as Attorney-in-Fact Karen S. Jenk s By signing above, the applicant agrees and stipulates (1) to the terms, conditions and certification of the AC Form 8050-I Aircraft Registration Applcation, to which this page Is attached (the "Application"). (II) that all of the Information set forth on the Application Is true and correct as of this date, and fill) the Application may be executed by the co-owners by executing separate counterpart signature pages, each of which when so executed and delivered shall be on original, but all such counterparts shall together constitute but one and the same application SDNY_GM_02756309 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 0024323I EFTA01328347 • .` fl • VI-10HV1N0 AID V1-10HV -O10 LC TT WU ZZ 933 i0. 83211V UEI H0IIValS19321 1 3V V Vi H.L1h\ 03113 aMMM a li M MIMMIE alaIMMMIMINIMMIEIMMi SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, an d 17 563i0 Gm_on EFTA_00243239 EFTA01328348 UNITED SIAS NE FAA FORHAPPROvE0 U.S IMPARTIONT OPINANVORTATIO EDErn AVNIXaMalaTIMIQN 0 I 9 2 3 OHS HD. 21204:042 • AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF S 1 & OTHER VALUABLE .27- 1 CONSIDERATIONS THE UNDERSIGNED OWNER(S) OF AN UNDIVIDED INTEREST IN THE LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: 40022691 . UNITED STATES REGISTRATION NUMBER N793TA AIRCRAFT MANUFACTURER & MODEL CONVEYANCE Raytheon Aircraft Company Beechiet 400A AIRCRAFT SERIAL No. RECORDED RK-244 DOES THIS jjLZ DAY OF January 2001 HERESY SELL GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO AN UNDIVIDED Oa o6PR 19 fill 8 33 DMHack 6.25% INTEREST IN SUCH AIRCRAFT UNTO: FOR FAMIE_QMLY . • • • . - • • • NAME AND ADDRESS INOWIDUAL(S) . OWE LAST NANO. FIRST Ha AND MOLE INITIAL) OWNING c4 an undivided 6.25% Interest Raytheon Travel Air Company xU 101 S. Webb Road a Wichita, KS 67201 a. DEALER CERTIFICATE NUMBER AND TO ret..(CC C SHors fRECLITOPOtatOSINIST/GITC/R9. AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER. AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF WE HAVE SET OUR HAND AND SEAL THIS i la —DAY OF January 2001 NAME (S) OF SELLER SIGNATURE (S) TITTLE (TYPE°.MUTED) ON MO ( EXECUTED (TYPED OR PRINI1D) FOR COAMMTRMIII. ALL MUST SIGN.) IG REI Air, LLC a /4.4.,-..-- t, fr ia.n.mare. I-1 ,-1 ea co ACKNOWLEDGEMENT MOT REQUIRED FOR PURPOSES Cif FAA RECORDING: HOWEVER MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) CERTIFIED COPY TO BE RECORDED BY FAA ORIGINAL: TO FAA SDNY_GM_02756311 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243233 EFTA01328349 • I hereby certify that I have compared the fore- going with the original an ' a true and correct VI-JOV YO f. Alto VIH40/1V1310 LE TT WU 22 Gil I ea /i0IIMISID3U 13 V83211" V 0311j w SDNY_GM_02756312 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243234 EFTA01328350 ymTEO STATITC.MFXp iceasnaos 0 FORM APPROVED UE DEPARTMENT OF TWORPORTA ARICRA FT B 706i SALE 9 2 2 CAN NO. 2120.0042 FOR AND IN CONSIDERATION OF S I & OTHER VALUABLE CONSIDERATIONS THE UNDERSIGNED OWNER(S) OF AN UNDIVIDED INTEREST IN THE LEGAL AND BENEFICIAL TITLE ?4*-1 OF THE AIRCRAFT DESCRIBED AS FOLLOWS: 00022640 UNITED STATES REGISTRATION NUMBER N793TA AIRCRAFT MANUFACTURER & MODEL Raytheon Aircraft Company Beechjet 400A CONVEYANCE AIRCRAFT SERIAL No. RECORDED RK-244 DOES THIS aDAYOFJanualy 2001 HEREBY SELL GRANT. TRANSFER AND DELIVER ALL RIGHTS, TITLE. AND INTERESTS IN AND TO AN UNDIVIDED 201,01,,,a RAID 8 33 6.25% INTEREST IN SUCH AIRCRAFT UNTO: FoRretFIE?NLY., NAME AND ADDRESS (IF INOMDIMMS). GIVE LAST NAME. HEST NAME. AM MIDDLE ornIAL) A. yrnist - -Tv i! Li an undivided 6.25% Interest Raytheon Travel Air Company 101 S. Webb Road Wichita, KS 67201 DEALER CERTIFICATE NUMBER AND TO a asses EXIGEPPINtEtieDMINSSTRIFFORE AND ASSIGNS TO NAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER AND v./ ARAM/ES T TWEU6F. IN rumour/ wHEREOF WE HAVESET OUR HAND AND SEAL nos I 'O ' DAY of January 2001 NAME (S) OF SELLER SIGNATURE (E) TITLE (TYPIOR MEM) (CC WPM EXECUTED (TYPED OEPOMO FOR CODWIMESKER ALL MUST SIGN.) SELLER Interactive Pictures Corporation „----(-- ------ -----ra e 7 -7, 4:7 ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER- MAY RE PROM RED RY LOCAL LAW FOR MAUMEE OP TM MEM MEM i CERTIFIED COPY TO BE RECORDED BY FAA ORIGINAL: TO FAA SDNY_GM_02756313 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243235 EFTA01328351 - Alp I hereby certify that I have compared the fore- going. with the original and it a true and correct Al 110 V14010 l x0 cofliby reof. Le TT uu 00 03.4 boNott vvdy zI, ,sio3e idnorty n I aritd SDNY_GM_02756314 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243236 EFTA01328352 UNITE() STATES ormEwA r t nn WEI APPROVER uspermwaRTOR TRANSPOIMATIONIMID L MdATIOOADMOYSTRAWON 0 1 9 2 1 CIAO NO. 21200042 AIRCRAFT BILL OF SALE . FOR AND IN CONSIDERATION OF S I a OTHER VALUABLE CONSIDERATIONS THE UNDERSIGNED OWNER(S) OF AN a6-I UNDIVIDED INTEREST IN THE LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES Q0022639 REGISTRATION NUMBER N793TA AIRCRAFT MANUFACTURER & MODEL Raytheon Aircraft Company Beechjet 400A AIRCRAFT SERIAL No. CONVEYANCE RK-244 RECORDED DOES THIS ajeetDAY OF December 2000 HEREBY SELL GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO AN UNDIVIDED 6.25% INTEREST IN SUCH AIRCRAFT UNTO: FaMfalay AM 8 33 NAME AND ADDRESS INDP4DUAUS). GIVE UST NAME. FIRST NAME. AND MIDDLE INTAL) FEDERAL .'"!!.TIC:l 9---VatialNIS- ;CTIO4 an undivided 6.25% Interest Raytheon Travel Air Company 101 S. Webb Road Wichita, KS 67201 DEALER CERTIFICATE NUMBER AND TO CC e.sscrs EXECURZMUMMR149,TIMPORIRMND ASSMNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER. AND WARRANTS11 11'SfirKEEEOP. RI TESTIMONY WHEREOF WE HAVE sat OUR HAND AND SEAL TIMM 4 DAY OF December 2000 NAMES) OF SELLER SIGNATURE (S) TITLE (TYPE OR racfrEo) (EM DOG OF OILCUTED (TYPED°.PRATED) FOR CUOWNERIEIP. AU. MUST SIG.) ,...-. SELLER CIAO, LLC e lf) e•-eci e>- ,--lirl h i) Al GV/4&--vc._ ACKNOWLEDGEMENT (NOT REOUELED FOR PURPOSES OF FAA rarnanixn. W)WEVER_ MAY RE REQUIRED BY MCA, LAW FOR Val MITY OF THE INSTROMFNY 1 CERTIFIED COPY TO BE RECORDED BY FAA ORIGINAL: TO FAA SDNY_GM_02756315 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243237 EFTA01328353 I - .2 5 I hereby certify that I have compared the fore- VHOHY /NO going with the original Alto VI-WHY/NO and it i true and correct coo eof. LC IT MI 22 83.1 i0 8U NOil .: es sl03a V VA HAIM 14'18081" C131I3 SDNY_GM_02756316 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243238 EFTA01328354 x•14 90 8 3 • GA LOAN 0 0 0 0 0 0 0 1 5 8 7 ETArtierton deals drawn under the March 20, 1997 Agreement) CONV Beech j et400A RECORDED Serial RK-244 Registration N793TA NI FEB 28 AN 10 18 4 t Engine Makeand Model #s Pratt & Whitney PW JT15D-5 FEDERAL AVIATION 4,& 49.t 0 ,, Propeller r Engine Serial #s Make and Model Hs Propeller Serial #s PCE-JA0256 and PCE-JA0257 N/A N/A ADMINISTRATION st.xtrkeet. ere,. RELEASE The undersigned, assignee of an interest of Raytheon Aircraft Credit Corporation (F/K/A Beech Acceptance Corporation, Inc.), secured party under the Security Agreement dated np,..,,,,,h, 10 1999 with CIAO, LLC as debtor, recorded by the Federal Aviation Administration on .tune 30 , 2000 as Conveyance No. W016656 , which Security Agreement was assigned to the undersigned pursuant to the FAA Assignment dated as of December 30 , 1999 recorded by the FAA on June 30, 2000 as Conveyance No. VV016656 , and by FAA Assignment dated as of December 30 , 1999 recorded by the FAA on June 30, 2000 , as Conveyance No. W016656 hereby releases all of its interest the collateral covered by said Security Agreement. Dated this 29th day of December , 2000 BANK OF AMERIC NATIONAL ASSOCIATION, AS ADMINI • AGENT By:. M. Carry, ice President BA400191 The undersigned assignors hereby release all of their interest, if any, in the collateral covered by the Security Agreement described above. Dated this 29th day of December 2000 Raytheon Aircraft ra Credit Co Vice Pres' ent Vice ?rest t David A. Davis David A. Davis This release shall consist of this one page only, with no schedules, appendices or similar attachments attached hereto. • cej7:ra, a7 - ;al 740 SDNY_GM_02756317 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243239 EFTA01328355 I o24 V140/471N0 VI4OHV 1)10 80 II WY SO NYP 86 NOLL VliISIO3ti ./.4783 V t'd HJ.11r1 031Id 1. air SDNY_GM_02756318 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243240 EFTA01328356 23- /9 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 OP CONVEYANCE DATE EXECUTED Security Agreement 12/30/99 FROM DOCUMENT NO. CIAO LW VV016656 TO OR ASSIGNED TO DATE RECORDED Bank of America NA Administrative Agent June 30, 2000 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: AIRCRAFT (List by registratko nut) I TOTAL NUMBER INVOLVED I 793TA --- ENGINES I TOTAL NUMBER INVOLVED 2 MAKES) SERIAL Pratt & Whitney PW TT1513-5 NO. PCB-JA0256 PCE-JA0257 PROPELLERS I TOTAL NUMBER INVOLVED MAKES) SERIAL NO. SPARE PARTS -LOCATIONS I TOTAL NUMBER INVOLVED LOCATION RECORDED CONVEYANCE FILED IN: 793TA, Raytheon 400A, s/n RK-244 AC FORM 8050-M (I (0052-00-582-6000) SDNYGIv1_02756319 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243241 EFTA01328357 •1 , • .?,3 -- Ig SDNY_GM_02756320 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243242 EFTA01328358 0 „ ') C 0 0 8 No/016G56 RACC SECURITY AGREEMENT 4,23- 17 :.:NVEIANct Raytheon Aircraft Credit Corporation -!EC0RDED CERTIFIED COPY TO BE RECORDED BY FAA 's00,11111 30 PM 12 32 1. Grant of Security Interest. To secure the payment of the indebtedness du ....Tinton Aircraft Credit Corporation (hereinafter referred to as "RACC") by CIAO,LLC (hereinafter referred to n "DerptontvwgiGhlat certain Promissory Note (hereinafter referred to as the "Promissory Note"), dated of eyed MAO& .e.wA.Mrifpany renewals, extensions or changes in form thereof, and of any and all other indebtedness of 'MI:RUM -Aett'etiFier direct or indirect, absolute or contingent, whether now existing or hereafter arising, Debtor grants to RACC a security interest in the following property and in all additions and accessions thereto and substitutions and replacements thereof, all unearned insurance premiums and insurance proceeds, and the proceeds of all of the foregoing (all of said property is hereinafter collectively referred to as the "Collateral"): A An undivided 6.25% interest in Raytheon Aircraft Company Aircraft Model Beechjet 400A, Serial Number RK-244, Registration Number N793TA (the "Aircraft"), together with all other property used in the operation of the Aircraft or reflecting use or maintenance of the Aircraft, including but not limited to all engines, propellers, instruments, avionics, equipment and accessories attached to, connected with, located in or removed from the Aircraft and all logs, manuals and maintenance records: Aircraft Engines: Make: Pratt & Whitney; Model: PW JT15D-5; Shaft Horsepower over 750' Serial Number (L): PCE-JA0256; Serial Number (R): PCE-JA0257 , together with any replacement engines. Aircraft Propellers: Hub Make: N/A; Hub Model: N/A; Hub Serial Number (L): N/A, Hub Serial Number (R): N/A, together with any replacement propellers. B. All contracts and agreements of every kind (oral and written), contract rights, rights to receive payments, goods or services of every kind, general intangibles, chattel paper and accounts, whether now existing or owned or hereafter arising or acquired, governing, relating to or arising out of my right, title or interest in the Aircraft, including, without limitation, the Raytheon Travel Air Company (hereinafter referred to as "RTA) agreements described as follows: Master Interchange Agreement, Joint Ownership Agreement, Management Agreement, and Aircraft Interest Purchase Agreement, including any amendments thereto (collectively the "Governing Documents"). C. All proceeds of the foregoing, including, without limitation, all contract rights, general intangibles, accounts, cash, and goods and all payments under any insurance covering the Aircraft and any of its engines, equipment, accessories and accessions. 2. Governing Documents. Debtor warrants that on the date of this Security Agreement, the Governing Documents are in full force and effect and current in all respects, that no default or event or condition which with the passage of time would become a default thereunder exists and that no party to any of the Governing Documents has any right to offset or defense under or with respect to any of the Governing Documents. Except as otherwise provided in this Security Agreement, Debtor shall fully perform all Debtors obligations under the Governing Documents. Debtor authorizes and directs RTA and its successors, assigns and affiliates to provide RACC, as the secured party, with such information as RACC may request regarding the Governing Documents, any amendments thereto or modifications thereof, and any other contract or agreement governing, relating to or arising out of Debtors right, title or interest in the Collateral, including, without limitation information regarding Debtor's payments and performance thereunder. Debtor agrees not to enter into any amendments or modification of the Governing Documents or any other contract or agreement governing, relating to or arising out of Debtors right, title or interest in the Collateral without RACC's prior written consent Notwithstanding, anything herein to the contrary, RACC shall not be liable under the Governing Documents to perform any of the obligations thereunder, nor be required or obligated in any manner to make any payment, or make any inquiry as to the nature or sufficiency of any payment received by RTA, or present or file any claim, or (Rev lion a.25 th 2 SDNY_GM_02756321 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243243 EFTA01328359 V1401O:O410 .... u 1.11 `i .“" . CO zI Wd ZZ &WOO. CI V:: gi.1;i, SDNY_GM_02756322 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243244 EFTA01328360 O ri n nn000 8 36 .23-6 take any action to collect or enforce the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times. The security interest granted herein is a purchase money security interest under the Kansas Uniform Commercial Code. 3. Debtors Warranty of Title and Citizenship. Except for the security interest granted under this Security Agreement Debtor warrants that Debtor is (or, to the extent that the Collateral is to be acquired hereafter, will be) the owner of the Collateral free from any prior security interest, lien or encumbrance. Debtor will defend the Collateral against all claims and demands of all persons claiming interest therein. Debtor further warrants that it is a citizen of the United States as defined by 49 U.S.C. § 40102. 4. Debtor Will Execute and Deliver Documents. Debtor will, at RACC's request, furnish RACC such information and execute and deliver to RACC such documents and do all such acts and things as RACC may reasonably request as are necessary or appropriate to assist RACC in establishing and maintaining a valid security interest in the Collateral and to assure that the Collateral Is properly titled and registered and the security interest perfected to RACC's reasonable satisfaction. Debtor will pay the cost of filing all appropriate documents in all public offices where RACC deems such filings necessary or desirable. 5. Operation, Maintenance and Repair. Subject to the Governing Documents, Debtor shall operate, maintain and repair the Collateral and retain actual control and possession thereof in accordance with the following provisions: 5a. Subject to the Governing Documents, Debtor shall have complete use of the Collateral until default, and Debtor shall use, operate, maintain and store the Collateral, or any part thereof, property, carefully and in compliance with all applicable statutes, ordinances, regulations, policies of insurance and manufacturers recommendation and operating and maintenance manuals. 5b. Subject to the Governing Documents, Debtor agrees that the Collateral will be operated only by duly certificated and qualified pilots and shall maintain U.S. registry and shall be based within the geographical boundaries of the United States. 5c. Subject to the Governing Documents, Debtor shall be responsible for and pay for all expenses of owning and operating the Collateral, including but not limited to storage, fuel, lubricants, service, inspections, overhauls, replacements, maintenance and repairs, all in compliance with the manufacturers operating and maintenance manuals and with FM rules and regulations. Debtor shall properly maintain all records pertaining to the maintenance and operation of the Collateral. 6. Insurance. Subject to the Governing Documents, Debtor will, at its own expense, keep the Collateral insured at all times against loss, damage, theft, and such other casualties as RACC may reasonably require (including hull insurance) in such amounts, under such forms of policies, upon such terms, for such periods and with such companies or underwriters as RACC may (but has no obligation to) approve. RACC hereby approves the insurance provided by RTA pursuant to the Governing Documents. Losses or refunds in all cases shall be payable to RACC and Debtor as their Interests may appear. In no event shall the amount of such insurance be less than the amount of indebtedness due under the Promissory Note. All policies of insurance shall provide for at least thirty (30) days prior written notice of cancellation to RACC, and shall contain a breach of warranty endorsement in favor of RACC. RACC may obtain such insurance if such insurance is not provided by Debtor. Debtor shall furnish to RACC proof satisfactory to RACC of compliance with the provisions of this paragraph. RACC, and its assigns, are hereby irrevocably appointed attomey-in-fact for Debtor to endorse for Debtor any checks, drafts or other instruments whatsoever payable to Debtor as proceeds or refunds for any such insurance and to make claims of loss and to sign proofs of loss against any insurance company and to receive all payments. Debtor will pay any deductible portion of such insurance. All risk of loss, damage, destruction or confiscation shall at all times be on Debtor. 7. Debtor's Possession. Until default Debtor may have possession of the Collateral and use it in any lawful manner not inconsistent with this Security Agreement RACC may examine and inspect the Collateral, wherever located, at all reasonable times. At its option, but without assuming any obligation to do so, RACC may discharge taxes, liens or security interests, or other encumbrances levied or asserted against the Collateral, may place and (Rev 11/99) 2 SONY_GM_02756323 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243245 EFTA01328361 SDNYGM02756324 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243246 EFTA01328362 00 - nn000 8 37 .28-/g pay for insurance thereon, may order and pay for the repair, maintenance and preservation thereof, and may pay any necessary filing or recording fees. Amounts paid by RACC under the preceding sentence shall be added to Debtors unpaid balance under the Promissory Note, shall be secured by the Collateral and shall be payable upon demand, together with interest at the rate computed as provided in Paragraph 2 of the Promissory Note until paid in full. Subject to the Governing Documents, Debtor shall at all times keep the Collateral, and any proceeds therefrom, separate and distinct from other property of the Debtor and shall keep accurate and complete records of the Collateral and any such proceeds. 8. Default Upon Default, as defined in the Promissory Note, RACC may require Debtor to assemble the Collateral and make it available to RACC at a place to be designated by RACC which is reasonably convenient to both parties. The requirements of the Kansas Uniform Commercial Code for reasonable notification to Debtor of the time and place of any proposed public sale of the Collateral or of the time after which any private sale or other intended disposition is to be made, shall be met if such notice is mailed, postage prepaid, to Debtor's address, as shown herein, at least twenty (20) days before the time of the sale or disposition. After deduction of all reasonable expenses of retaking, holding, preparing for sale or lease, selling, leasing and the like, together with reasonable costs of collection, attorneys' fees and legal expenses of RACC, and after the payment of the principal and interest due under the Promissory Note, the balance, if any, of the proceeds of the sale may be applied to the payment of any or all other indebtedness of Debtor to RACC, whether due or not, whether direct or indirect absolute or contingent, whether now existing or hereafter arising, and whether owing individually or in connection with others not parties hereto, and to the satisfaction of indebtedness secured by any subordinate security interest in the Collateral of which RACC has received notice prior to distribution of the proceeds. Debtor shall be liable for any deficiency after application of such proceeds, to the extent permitted by law. If after a default by Debtor, the Collateral is returned to or recovered by RACC, Debtor agrees RACC may fly or otherwise move the Collateral for demonstration and other purposes reasonably related to a proposed public or private sale or other disposition of the Collateral. 9. Sale of Aircraft and/or Related Collateral. In the event the Aircraft and/or related Collateral is sold, RACC may declare all indebtedness due under the Promissory Note, as well as any other Indebtedness or liability of Debtor to RACC, Immediately due and payable. In addition to the foregoing, RACC may (a) sell, or instruct any agent or broker to sell, all or any part of the Collateral, and direct such agent or broker to deliver all proceeds thereof to RACC and apply all proceeds to the payment of any or all of the unpaid balance owed pursuant to the provisions contained in this Security Agreement, in such order and manner as RACC shall choose, In Its discretion, and/or (b) cause title to the Collateralto be transferred into the name of RACC or its designee. Debtor understands and agrees that any sale by RACC of all or part of the Collateral pursuant to the terms of this Security Agreement may be effected by RACC at a time and in a manner which could result in the proceeds of such sale being significantly and materially less than might have been received if such sale had occurred at a different time or in a different manner, and Debtor hereby releases RACC and its officers and representatives from and against any and all obligations and/or liabilities arising out of or related to the timing or manner of any such sale. All rights and remedies of RACC provided herein are subject to the limitations set forth in the Governing Documents that relate to Debtors interest in the Collateral. 10. Waiver of Default. No waiver by RACC of any default shall be effective unless in writing, nor operate as a waiver of any other default or of the same default in the future. 11. Restriction on Transfer or Liens. Debtor will not, without the prior written consent of RACC, sell or otherwise transfer or encumber the Collateral, or any interest therein, or offer to do so or, except in accordance with the Governing Documents, permanently remove or attempt to permanently remove the Collateral from the United States. Debtor will keep the Collateral free from any adverse security interest, lien or encumbrance and will not permit the Collateral to be attached or replevied. 12. Taxes. Debtor will promptly pay, or cause to be paid, when due, all taxes and assessments upon the Collateral or upon its use or operation or upon this Security Agreement and the obligations evidenced by the Promissory Note. (Rev 11199) 3 SDNYGIvl02756325 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243247 EFTA01328363 c2 3 1 SDNYGM02756326 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243248 EFTA01328364 0 0 0 0 0 8 3 9 023-II 13. Change of Address. Debtor will notify RACC in writing of any change of address from that shown in this Security Agreement within ten (10) days of such change. 14. GOVERNING LAW AND CHOICE OF FORUM. THIS SECURITY AGREEMENT WAS MADE AND ENTERED INTO IN THE STATE OF KANSAS AND THE LAW GOVERNING THIS TRANSACTION SHALL BE THAT OF THE STATE OF KANSAS AS IT MAY FROM TIME TO TIME EXIST. THE PARTIES AGREE THAT ANY LEGAL PROCEEDING BASED UPON THE PROVISIONS OF THIS SECURITY AGREEMENT SHALL BE BROUGHT EXCLUSIVELY IN EITHER THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF KANSAS AT WICHITA, KANSAS, OR IN THE EIGHTEENTH JUDICIAL DISTRICT COURT OF SEDGWICK COUNTY, KANSAS, TO THE EXCLUSION OF ALL OTHER COURTS AND TRIBUNALS. NOTWITHSTANDING THE ABOVE, IN THE EVENT AN "EVENT OF DEFAULT' SHOULD OCCUR, RACC (AT ITS SOLE OPTION) MAY INSTITUTE A LEGAL PROCEEDING IN ANY JURISDICTION AS MAY BE APPROPRIATE IN ORDER FOR RACC TO OBTAIN POSSESSION OF THE COLLATERAL. THE PARTIES HEREBY CONSENT AND AGREE TO BE SUBJECT TO THE JURISDICTION OF THE AFORESAID COURTS IN SUCH PROCEEDINGS. 15. Enforceability. The unenforceability of any provision hereof shall not affect the validity of any other provision hereof. 16. Binding Agreement All obligations of Debtor hereunder shall bind the heirs, agents and attorneys-in-fact, successors and assigns of Debtor. If there be more than one Debtor, their liabilities shall be joint and several. All rights of RACC hereunder shall inure to the benefit of its successors and assigns. 17. Assignment RACC may transfer or assign all or any part of its interest in this Security Agreement without the consent of Debtor or any other party. Debtor shall not sell, assign, transfer, encumber or convey any of its interests in the Collateral or in this Security Agreement without the prior written consent of RACC. 18. Entire Agreement This Security Agreement, the Promissory Note and the Governing Documents constitute the entire agreement between and among the parties with respect to the subject matter hereof. There are no verbal understandings, agreements, representations or warranties not expressly set forth herein. Neither this Security Agreement nor the Promissory Note shall be changed orally, but only by writing signed by the parties hereto. DEBTOR HEREIN ACKNOWLEDGES THAT DEBTOR HAS READ AND FULLY UNDERSTANDS ALL OF THE TERMS AND CONDITIONS OF THIS SECURITY AGREEMENT. BY EXECUTION HEREOF, THE UNDERSIGNED HEREBY CERTIFIES THAT HE/SHE IS DULY AUTHORIZED TO EXECUTE THIS SECURITY AGREEMENT IN THE CAPACITY STATED BELOW. Executed this.V - day ofkefider, 19ff, at Wichita, Kansas. • Debtor. CIAO," Daniel S. Catal anager Address: 4300 Catafumo Way Palm Beach, FL 33410 33410 RAYTHEON AIRCRAFT CREDIT CORPORATION B (Rev 11/99) 4 SDNY_Gtvi_02756327 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243249 EFTA01328365 SDNYGM02756328 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243250 EFTA01328366 0 0 ^ 0 el 0 0 0 8 3 9 023-9 FAA ASSIGNMENT (TO BE USED FOR ADDITIONAL ASSETS - LOANS) ASSIGNMENT (the "FAA Assignment"), executed by RAYTHEON AIRCRAFT CREDIT CORPORATION, a Kansas corporation ("RACC), pursuant to the Intercompany Purchase and Contribution Agreement, dated as of March 20, 1997 (as amended, supplemented or otherwise modified from time to time, the "Purchase Agreement") between RACC and Raytheon Aircraft Receivables Corporation, a Kansas Corporation (the "Eluver"). W I TNESSETH: WHEREAS, RACC, pursuant to a certain Contract, the obligor thereunder has purchased the undivided interest in the aircraft described in the security agreement to which this FAA Assignment is attached (such undivided interest in such aircraft [the "Aircraft"]) and RACC has obtained a lien in such Aircraft pursuant to the security agreement to which a counterpart of this FAA Assignment is attached for purposes of filing with and recording by the FAA (with the obligation secured thereby collectively, the ",Security Agreement"); WHEREAS, RACC, pursuant to the Purchase Agreement, has agreed to assign the Contract and receivables arising thereunder, the liens created pursuant to the Security Agreement and all proceeds of the foregoing to the Buyer, WHEREAS, in order to perfect the Buyer's interest in all of RACC's rights and interest in, to and under the Contract, the Aircraft and the Security Agreement assigned under the Purchase Agreement and all prorppric thereof, RACC has agreed to execute this FAA Assignment; NOW, THEREFORE, in consideration of the foregoing, RACC hereby agrees as follows: (a) For value received, RACC hereby sells, assigns and transfers, effective on as of December 30. 1999 unto the Buyer all of RACC's right, title and interest in and to the Aircraft and in and to the Security Agreement and all of RACC's right, title and interest (but not obligations) in and to the Contract (including the right to payment thereunder) and all proceeds of the foregoing. (b) This FAA Assignment is one of the FAA Assignments referred to in, is entitled to the benefits of and is made subject to the terms and conditions of, the Purchase Agreement. (c) This FAA Assignment shall be governed by, and construed in accordance with, the laws of the State of New York. SDNYGlvl_02756329 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 0024325I EFTA01328367 • .25-8' SDNYGM02756330 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243252 EFTA01328368 0 0^ x^ 0 0 0 8 4 0 2 O23 IN WITNESS WHEREOF, RACC has caused this FAA Assignment to be duly executed on the day and year written below. RAYTHEON AIRCRAFT CREDIT CORPORATION By ' e: Vice Pres' ent, John S. Myers Dated: December 30.1999 SDNYGIvl_02756331 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243253 EFTA01328369 % SDNYGM02756332 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243254 EFTA01328370 00nn 000 8 4 I O3 -5 FAA ASSIGNMENT ASSIGNMENT (the "FAA Assignment"), executed by RAYTHEON AIRCRAFT RECEIVABLES CORPORATION, a Kansas corporation, as seller (the "Seller") under the Amended and Restated Purchase and Sale Agreement (as amended and supplemented or otherwise modified from time to time, the "Purchase Agreement') dated as of March 18, 1999, among the Seller, Raytheon Aircraft Credit Corporation, as Servicer, the financial institutions and special purpose corporations from time to time parties thereunder (the 'Purchasers"), Bank of America National Association, as Managing Facility Agent and as Administrative Agent for the Purchasers (in such capacity, the "Administrative Agent"), Bank of America National Association and The Chase Manhattan Bank, as Co-Administrative Agents for the Purchasers, The Chase Manhattan Bank, as Syndication Agent, Citibank, N.A. and Credit Suisse First Boston, as Co- Syndication Agents, and each AdministrativeAgent referred to therein. IALIINEaaEia WHEREAS, pursuant to a certain Contract, the obligor has purchased the undivided interest in the aircraft described in the security agreement to which this FAA Assignment is attached (such undivided interest in such aircraft, the "Aircraft") and the Seller has obtained a lien in such Aircraft pursuant to the security agreement to which a counterpart of this FAA Assignment is attached for purposes of filing with and recording by the FAA (with the obligation secured thereby, collectively, the "Security Agreement''). WHEREAS, the Seller, pursuant to the Purchase Agreement, has agreed to assign the Contract and Receivables arising thereunder, the liens created pursuant to the Security Agreement and all proceeds of the foregoing to the Purchasers; WHEREAS, in order to perfect the Purchasers' security interest in all of the Seller's rights and interest in, to and under the Contract, the Aircraft and the Security Agreement assigned under the Purchase Agreement and all proceeds thereof, the Seller has agreed to execute this FAA Assignment; NOW, THEREFORE, in consideration of the foregoing, the Seller hereby agrees as follows: SDNYGIvl_02756333 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243255 EFTA01328371 SDNYGM02756334 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243256 EFTA01328372 •._ . 00nr, n000 8 11 2 2 o23- 3 1. For value received, the Seller hereby sells, assigns and transfers, effective on and as of December 30. 1999 unto the Administrative Agent for the ratable benefit of the Purchasers all of the Seller's right, title and interest in and to the Aircraft and in and to the Security Agreement and all of the Seller's right, title and interest (but not obligations) in and to the Contract (including the right to payment thereunder) and all proceeds of the foregoing. 2. This FAA Assignment is one of the FAA Assignments referred to in, is entitled to the benefits of and is made subject to the terms and conditions of, the Purchase Agreement. 3. GOVERNING LAW. THIS FAA ASSIGNMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 2 SDNYGIvl_02756335 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243257 EFTA01328373 SDNYGM02756336 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243258 EFTA01328374 . o 0^^^ 0 0 0 8 9 3 3 (23- 1 114 WITNESS WHEREOF, the Seller has caused this FAA Assigrunent to be duly executed on the day and year written below. RAYTHEON AIRCRAFT RECEIVABLES CORPORATION Me: Vice ident John . Myers Dated: December 30. 1999 3 SDNY_GM_02756337 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243259 EFTA01328375 I hereby certify that I have compared the fore- going with the original and it i s a true f and correct VIION lin ereo. CO 7Ildd g&t , ZZ Ally Do, ``.ti P. Luhaz, SDNY_GM_02756338 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243260 EFTA01328376 FILING cfPF 1 •• Alt SUMS OF AMERICA DERARTAISIT OP MANSPOIRAIION RCP'S MOM AmmaniumnimaCE MODIROCIAIRMatinCea. again ti I 4 i3 . :1 j ._ Iil AIRCRAFT REGISTRATION Men/CASCO CERT ISSUE DIRE i wimp STATES .III REGISTRATION MUMBEFI; /non n • -- -•.n en - S _AIFCRAFT LIMILIFICTORER a MCCEL riViRaytheon Aircraft Company Sizachjet 400A I 1Y 12 15il AIRCFMPT SERAL No. RK-244 1i kFAA USE ONLY FOR TYPE OF REOSTFIATCM (Check am Om) 0 1. In.:treble& 0 2. PartnerShO 0 3. CO,Peragen EC 0747inir 0 E. Govl. 0 0.1" ":211.5 • NAME OF APFUCANT (bersol4) shown on snideness of wenershp. If alhosbal. gh• Sal men. ME num god "Odd* Itifift) 1. Colas, Inc. OWNING, do address below an undivided 6.25% Interest • 2.-I°See Attachment owning the interest shown on the attachment TELEPHONE NUMBER ( 316) 676-8000 ADDRESS (Pairaners rmang affirms for Om ettliam RIMY 101 South Webb Road Manta and street Road Rots PO. Ma: CITY SIAM LP CODE Wichita KS 67201 ID CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTIONI Read the following statement before signing this application. This portion MUST be completed. A 'Ma of ctsrceog sntsnylloar, Wan on In OR ember= may to Rounds Sr Fur:Wawa by fro arorcir kepiisonment (UR Ode. Tile It Soc. 1.030. CERTIFICATION • Wa CEHTVS ft) Sul Mond, mined by Me wderegnod asolcant vbes Is a dotter(ndbing osrpxdons) of tre o is Scow ° (For using hot loho nine el tttco ). o-: CHECK ONE AS APPROPMMT: a. 0 Ater:der< abet yeti clan re3Mraton (Fan 1451 a Forrn 1.551) No b. 0 An:tor:Hata omimarim ergarizsd end Ring tastiness under the laws of loaf 1 and — Arena le Weed end rarefy taxil in no owns Wares Recatle or spy rows ere meta:, for InsPeceas at (2) Tool Re divan is not iimMered tram the lane of any foreSn counoy; and (3) Rat low/ 0.0enco Of °weft,* is names a has wen nos trot no Fedwa MAIM Atmnkftaton. NOTE If constutel ice coownersrip al applicants must sign. Use reverse side II necessary. TYPE OR PRINT NAME BELOW SIGNATURE SIGNATURE ITU DATE EACH PlaT OF THIS :A.,........le frea ses , k -e Egiatkaat a te//00 SIG TIRE APPLICATION MUST 2.1°See Attachment BE SIGNED IN INK. SCHARR* 1111/ POE NOTE Pang nose) of On Ent el Algal RootIon. N sites may be *wad low a peilod n:4 b loans 44 90 drys. ducky %Nth OM The PINK copycat:Ns applasien need be wiled ie Om YAWL .... _de AC Rim Mal (MO) (0052430828-9007) Supersedes Preis Edam mex kW -00 r -D05zA 7 SDNY_GM_O2756339 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00243261 EFTA01328377 • . • . • virtoo‘okl •)grito 1.110 Ns h%U Op • • phZt Itsa ill1.•sit,F - • •v : It— • . SONY_GM_02756340 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA 00243262 EFTA01328378 9T29109MAV700cI I laraFTkalSTRATION APPLICATION • N793TA Beeell'et 400A Seriak RX-244 Name of applicant: Owning an undivided Address: Interest of: 2.) Michels Pipeline Construction, Inc. 25% Shown on original form hereto 3.) Southeastern Mills, Inc. 12.5% Shown on original form hereto 4.) REI Air, LLC 12.5% Shown on original form hereto S.) Interactive Pictures Corporation 6.25% Shown on original form hereto 6.) Magnatech International, L.P., 6.25% Shown on original form hereto a Pennsylvania limited partnership, Paul Kozloff & David L. Thun, general partners 7.) Morteza Ejabat,Trustcc of the Morteza Ejabat Trust 6.25% Shown on original form hereto 8.) St Wings, LLC 6.25% Shown on original form hereto 9.) CIAO, LLC 6.25% Shown on original form hereto 10.) AIRCAP, LLC 12.5% Shown on original form hereto Signatures: Title: Date: Senior Contracts Manager of Raytheon Travel Air Company / Ter A . Carr CUE44-- Acting as Attorney-in-Fact s/ Zia By signing above, the applicant agrees and stipulates (I) to the terms, conditions and certification of the AC Form 8050-I Aircraft Registration Appleation, to which this page is attached (the "Application"), (i) that all of the information set forth on the Application a true and correct as of this dale, and (ii) the Application may be executed by the co-owners by executing separate counterpart signature pages, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same application c4x-rogotki tcr SDNY_Gtv1_02756 34 I SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243263 EFTA01328379 :3 villr120 Oh 27- wd ,1•7;;:or,.. rt oo, V1 l• ,-•••.; • SDNY_GM_02756342 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243264 EFTA01328380 UNITED STATESTNIGA FORM APPROVED D..1 DEPARTAOINT OF TBANSPORTATON AIRCRAFT Ea o. AI VIAT Ir seril FOR AND IN CONSIDERATION OF S I & OTHER VALUABLE ' q _§ 11F IED .'IO185 ECORDED SY COPY OMB ND 2,200042 CONSIDERATIONS THE UNDERSIGNED OWNER(S) OF AN FAAxel 9 0 5 7 5 UNDIVIDED MEREST IN THE LEGAL AND BENEFICIAL TITLE OF THE AIRLRAFT DESCRIBED AS FOLLOWS: 'TED STATES a2 / —/ REGISTRATION NUMBER N793TA CONVEMCE AIRCRAFT MANUFACTURER & MODEL RECORDED Raytheon Aircraft Companyarectiiat 400A AIRCRAFT SERIAL No. RK-244 DOES THIS 1St DAY OF May 2000 '00 FIR 12 Pfd 1 56 HEREBY SELL GRANT. TRANSFER AND DELIVER ALL RIGHTS. TITLE. AND INTERESTS IN AND TO AN UNDIVIDED „,„EgagRAL AVIATION 6.25% INTEREST IN SUCH AIRCRAFT UNTO: FOR FAA USED WNISTRATION NAME AND ADDRESS (IF INDIVIDUALO). GIVE LAST NANA rourtume. AND MIME INITIAL) OWNING cs an undivided 6.25% Interest ra Colas, Inc. do 101 South Webb Road cc C Wichita, KS 67207 DEALER CERTIFICATE NUMBER AND 11....LGCSIAORT'S StEtt/TORSMOMITVITISMITTRE AND ASSIGNS U) NAVE AND TO HOLD SINGULARLY [NE SAID AIRCRAFT FOREVER. AND WARRANTS 71E TITLE THEREOF. INTESrtMaiv WHEREOF WE NAVE =OUR HAND AND SEAL nos 1st DAY OF May 2000 NA%IE (5) OF SELLER SIGNATURE (S) TITLE (TOT OR ?JUNTO) ON DOC) (IT DCWINDIO (IYpro OR PFUNZED) FOR CO-OWNERSIUR ALL MOST SIGN.) C .----. SELLER Raytheon Travel Air Company Terry L. Carr he G ea..._____ Sr. Contracts Manager ACKT•019“ (NOT REOUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER_ MAY BE REOUIRED BY LOCAL LAW FOR VALIDITY OF TIM nisunporwr I ORIGINAL: TO FAA cat e4i-dm n‘s•tr SDNY_GM_02756343 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243265 EFTA01328381 No ‘4140Witp 5v A.110 `411011‘ I hereby certify that I abi 004 ZI have compared the fore- going with the o ginal cc :3 and it is a true an correct copy thereof. (Nett SDNY_GM_02756344 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243266 EFTA01328382 to Co rn [,2 0- n lolog000l 9 st9 5 3 NUMBER ulnain 14-LA GATE im p ASSIGNMENT OF SPECIAL REGISTRATION NUMBERS Special Registration Number 7zi N7937 A rig Almrattake and Model 0 ttioci irosta H enctsppaonallon RAYTHEON AIRCRAFT COMPANY 400A Present Registration Number Fedleittatelbe SrmaINurabcc r) Adaddiellia N RK-244 7150010 42 8HR Issue Date: C • ICAO AIRCRAFT ADDRESS CODE MARCH 019 2000 m FOR N793TA = 52542324 MN is your authenty to dung. the United States registra- tion number on the above desched atruaft to the special iiIRCAP LLC registration number shovm. 0 101 S WEBS RD Carry duplicate of thou form In the aircraft together with the 41CHITA KS 67207-1315 old registration certificate as inteen authorey to operate the aircraft pending recent of revised certificate of registration. RAYTHEON TRAVEL AIR CO Obtain a revised certificate of alnvortNnesa from your near- -v MICHELS PIPELINE CONSTRUCTION INC est Flight Standards Distal °Moe. SOUTHEASTERN HILLS INC The 'it'd FAA Form $130-6, Application BT-AL For Airworthiness on file is dated: OCTOBER 01. 1999 The airworthiness classification and category: STD TRANSP INSTRUCTIONS: -O SIGN AND RETURN THE ORIGINAL of this form to the Civil Aviation Registry, AFS-750, within 5 days after the special registration number is Cf) 4, effaced 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: MARCH 01. 2001 : 4 a CERTIFICATION: I certify that the special registration number was placed on the RETURN FORM To: P II skraft described above. Civil Aviation Registry, AFS-750 tADADQA-a . g. I-4. 50.12.1244 .41.e. P.O. Box 25504 -to o Signature of Owner. Oklahoma City, Oklahoma 73125-0504 o The of Omer. Ac kti c..t. Irkft-kin - 4 , i I. 4.. GXCW ISSUED TEMP CERT OF Vt cc Cl-egithz4.3// rnterb iki OA ertivestu ress-‘,- 4 ' a & REG TO EXPiRE CI • 13-C C. Date Placed on Armlet _ TOO I Ko-cri-- 'gj 2. O cy° Inc AC Forth 401044 (615) Supersedes Previous Edition LSZIPZOO- VJ.d3 EFTA01328383 co rn n H , H:: •,. . ...O.': • .1 c -0 F 'LED FAA AIRCRAFT PEWS"( RATION BR 0 H '60 Plea 10 FM J 49 rn AROMA CITY on01:LAKOHA H C rn 0 0 rn -o 73 I Ln 20 IC) lb l 3: o Ul oe 89ZrZOO-V.L13 CD- EFTA01328384 t o r - n 0 3 S 4 MORGAN AIRCRAFT TITLE SERVICES, INC. Misr 3.0.11.3170133 OW3... Orb OK 73137 S•wO 1214 IC Rorloire‘ OM.h•m at,. OK 73171 • T.K•O..e 105.7374330 • la: 1017117-1510 • TNHItu 303.535416• RETURa tO Date: 11/01/99 • TO: FAA Aircraft Registry Waft REGISTERED CENTRAL RECORDS 374 CHANGE FOR kNUMSER ATTENTION: Central Records Please reserve ONE (1) special identification number(s) per order of choice. 6 MAR 01 2000 N793TA* f Choice 2° Choice 3rd Choice 4ih Choice • afor Assignment to: Make and Model• RAYTHEON AIRCAAFT COMPANY 400A Serial No.: RK-244 Registration No.: N428HR SEND ❑ Notice aAC Form 8050-64 to: RAYTHEON TRAVEL AIR COMPANY • ❑ Form 8050-7 101 S. WEBB ROAD WICHITA, KS. 67201 2"1lease send to Morgan Aircraft Title Services in the Public Documents Room. ADDITIONAL INSTRUCTIONS •LETTER OF RELEASE ATTACHED. Thanks, e..4/ Meer - 993051212071 S 10.00 11/01/1999 SDNY_GM_02756347 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243269 EFTA01328385 /9 • • V140HV1 NO ALI3 VP0'.4111.10 6S II al Z RON 66. VV:1 taint GB113 SDNY_GM_02756348 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243270 EFTA01328386 U ! 1 0 6 S Raytheon Raytheon Aircraft Company 9709 E. Central P.O. Box 85 Vadfta, Kansas 67201-0085 USA October 291b, 1999. Federal Aviation Administration Central Records do Bill Morgan, Jr. Morgan Aircraft Title Services, Inc. 1214 N. Rockwell, Oklahoma City, OK 73127 • Dear Sirs, N793TA is reserved by Raytheon Aircraft Company and we hereby release and transfer this number to Raytheon Travel Air Company, for assignment to Beechjet 400A Serial Number RK-244. If you have any questions, please contact me on (316) 676-8271. Sincerely, Jan Gustafson Associate Manager SDNY_GM_02756349 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243271 EFTA01328387 • • V140HV 1)10 Alla 3, 1401.{ V1 UO 6S TT WU T ON 66. vvJ W11G1 0311d SDNY_GM_02756350 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243272 EFTA01328388 .<• U.S. DEPARTMENT OF TRANSPORTATION 17-1 SEECONVEYANCENO ______...... FEDERAL AVIATION ADMINISTRATION CROSS-REFERENCE-RECORDATION FILM DAM ---..— 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 S/A 12-31-99 FROM DOCUMENT NO. AIRCAP LLC X14O282 RAYTHEON AIRCRAFT CREDIT CORP - SECURED PARTY - ASSIGNOR TO OR ASSIGNED TO DATE RECORDED RAYTHEON AIRCRAFT RECEIVABLES CORP - ASSIGNEE - ASSIGNOR March 6, 2OOO BANK OF AMERICA AS ADMINISTRATIVE AGENT - ASSIGNEE THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: AIRCRAFT (List by registration number) J TOTAL NUMBER INVOLVED I N428HR ENGINES I TOTAL NUMBER TNVOLVFD 2 MAKE(S) SERIAL P& W PW-JT15D-5 NO. PCE-5A0256 PCE-3A0257 PROPELLERS I TOTAL NUMBER INVOLVED MAKE(S) SERIAL NO. SPARE PARTS -LOCATIONS I TOTAL NUMBER INVOLVED LOCATION RECORDED CONVEYANCE FILED IN: N428HR RK-244 RAYTHEON AIRCRAFT COMPANY 400A AC FORM 8050-23 (146) (005.-00-5826000) SDNY_GM_02756351 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243273 EFTA01328389 J7-18 SDNY_GM_02756352 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243274 EFTA01328390 - 0 0 ' 3 5 2 x1.902 82 RACC SECURITY AGREEMENT /7- /7 CU;Iv._ CERTIFIED COPY Raytheon Aircraft Credit Corporation RE00:.7.ED TO EE RECORDED BY FAA ,nn nn 6 ppi 4 31 1. Grant of Security Interest. To secure the payment of the indebtedness dirt'Raytheon Aircraft Credit Corporation (hereinafter referred to as "RACC") by AIRCAP LLC (hereinafter referred bp" ipgitongilhaemhat certain Promissory Note (hereinafter referred to as the "Promissory Note"), dated of even: tiorektth,Tarldiany renewals, extensions or changes in form thereof, and of any and all other indebtedness cittab . CO RACC, either direct or indirect, absolute or contingent, whether now existing or hereafter arising, Debtor grants to RACC a security interest in the following property and in all additions and accessions thereto and substitutions and replacements thereof, all unearned insurance premiums and insurance proceeds, and the proceeds of all of the foregoing (all of said property is hereinafter collectively referred to as the "Collaterar): A. An undivided 12.5% interest In Raytheon Aircraft Company Aircraft Model Beech)et 400A, Serial Number RK-244, Registration NumbePEN793TA (the "Aircraft"), together with all other property used in the operation of the Aircraft or reflecting use or maintenance of the Aircraft, including but not limited to all engines, propellers, instruments, avionics, equipment and accessories attached to, connected with, located in or removed from the Aircraft and all logs, manuals and maintenance records. Aircraft Engines: Make: Pratt & Whitney; Model: PW-JT15D-5; Shaft Horsepower. over 750. Serial Number (L): PCE-JA0256; Serial Number (R): PCE-JA0257, together with any replacement engines. Aircraft Propellers: Hub Make: NA; Hub Model: NA; Hub Serial Number (L): NA; Hub Serial Number (R): NA, together with any replacement propellers. B. All contracts and agreements of every kind (oral and written), contract rights, rights to receive payments, goods or services of every kind, general intangibles, chattel paper and accounts, whether now existing or owned or hereafter arising or acquired, governing, relating to or arising out of my right, title or interest in the Aircraft, including, without limitation, the Raytheon Travel Air Company (hereinafter referred to as "RTA) agreements described as follows: Master Interchange Agreement, Joint Ownership Agreement, Management Agreement, and Aircraft Interest Purchase Agreement, including any amendments thereto (collectively the "Governing Documents"). C. NI proceeds of the foregoing, including, without limitation, all contract rights, general intangibles, accounts, cash, and goods and all payments under any insurance covering the Aircraft and any of its engines, equipment, accessories and accessions. 2. Governing Documents. Debtor warrants that on the date of this Security Agreement, the Governing Documents are in full force and effect and current in all respects, that no default or event or condition which with the passage of time would become a default thereunder exists and that no party to any of the Governing Documents has any right to offset or defense under or with respect to any of the Governing Documents. Except as otherwise provided in this Security Agreement, Debtor shall fully perform all Debtor's obligations under the Governing Documents. Debtor authorizes and directs RTA and its successors, assigns and affiliates to provide RACC. as the secured party, with such information as RACC may request regarding the Governing Documents, any amendments thereto or modifications thereof, and any other contract or agreement governing, relating to or arising out of Debtors right, title or interest in the Collateral, including, without limitation information regarding Debtor's payments and performance thereunder. Debtor agrees not to enter into any amendments or modification of the Governing Documents or any other contract or agreement governing, relating to or arising out of Debtors right, title or interest in the Collateral without RACC's prior written consent Notwithstanding, anything herein to the contrary, RACC shall not be liable under the Governing Documents to perform any of the obligations thereunder, nor be required or obligated in any manner to make any payment, or make any inquiry as to the nature or sufficiency of any payment received by RTA, or present or file any claim, or (Rey 1199) evelett aryl(--fts /' 3- 7 2- 0C? 06.b Ctrl* D14 SDNY_Glvl_02756353 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243275 EFTA01328391 17-lb.. VI4ONV1U0 A _VI ,• • hZ I hid Z2 833 00. SDNY_GM_02756354 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243276 EFTA01328392 n i i) 0 0 0 0 1 3 5) /7 - /5 take any action to collect or enforce the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times. The security interest granted herein is a purchase money security interest under the Kansas Uniform Commercial Code. 3. Debtor's Warranty of Title and Citizenship. Except for the security interest granted under this Security Agreement, Debtor warrants that Debtor is (or, to the extent that the Collateral is to be acquired hereafter, will be) the owner of the Collateral free from any prior security interest, lien or encumbrance. Debtor will defend the Collateral against all claims and demands of all persons claiming interest therein. Debtor further warrants that It is a citizen of the United States as defined by 49 U.S.C. § 40102. 4. Debtor Will Execute and Deliver Documents. Debtor will, at RACC's request, furnish RACC such information and execute and deliver to RACC such documents and do all such acts and things as RACC may reasonably request as are necessary or appropriate to assist RACC in establishing and maintaining a valid security interest in the Collateral and to assure that the Collateral is properly titled and registered and the security interest perfected to RACC's reasonable satisfaction. Debtor will pay the cost of filing all appropriate documents in all public offices where RACC deems such filings necessary or desirable. 5. Operation,Maintenance and Repair. Subject to the Governing Documents, Debtor shall operate, maintain and repair the Collateral and retain actual control and possession thereof in accordance with the following provisions: 5a. Subject to the Governing Documents, Debtor shall have complete use of the Collateral until default, and Debtor shall use, operate, maintain and store the Collateral, or any part thereof, properly, carefully and in compliance with all applicable statutes, ordinances, regulations, policies of insurance and manufacturer 's recommendation and operating and maintenance manuals. 5b. Subject to the Governing Documents, Debtor agrees that the Collateral will be operated only by duly certificated and qualified pilots and shall maintain U.S. registry and shall be based within the geographical boundaries of the United States. 5c. Subject to the Governing Documents, Debtor shall be responsible for and pay for all expenses of owning and operating the Collateral, including but not limited to storage, fuel, lubricants, service, inspections, overhauls, replacements, maintenance and repairs, all in compliance with the manufacturer's operating and maintenance manuals and with FAA rules and regulations. Debtor shall properly maintain all records pertaining to the maintenance and operation of the Collateral. 6. Insurance. Subject to the Goveming Documents, Debtor will, at its own expense, keep the Collateral insured at all times against loss, damage, theft, and such other casualties as RACC may reasonably require (including hull insurance) in such amounts, under such forms of policies, upon such terms, for such periods and with such companies or underwriters as MCC may (but has no obligation to) approve. RACC hereby approves the insurance provided by RTA pursuant to the Governing Documents. Losses or refunds in all cases shall be payable to RACC and Debtor as their interests may appear. In no event shall the amount of such insurance be less than the amount of indebtedness due under the Promissory Note. All policies of insurance shall provide for at least thirty (30) days prior written notice of cancellation to RACC, and shall contain a breath of warranty endorsement in favor of RACC. RACC may obtain such insurance if such insurance is not provided by Debtor. Debtor shall furnish to RACC proof satisfactory to RACC of compliance with the provisions of this paragraph. RACC, and its assigns, are hereby irrevocably appointed attorney-In-fact for Debtor to endorse for Debtor any checks, drafts or other instruments whatsoever payable to Debtor as proceeds or refunds for any such insurance and to make claims of loss and to sign proofs of loss against any insurance company and to receive all payments. Debtor will pay any deductible portion of such insurance. All risk of loss, damage. destruction or confiscation shall at all times be on Debtor. 7. Debtors Possession. Until default, Debtor may have possession of the Collateral and use it in any lawful manner not inconsistent with this Security Agreement. RACC may examine and inspect the Collateral, wherever located, at all reasonable times. At its option, but without assuming any obligation to do so, RACC may discharge taxes, liens or security interests, or other encumbrances levied or asserted against the Collateral, may place and (Rev 11/89) 6 SDNY_GIvl_02756355 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243277 EFTA01328393 17-ilf. SDNY_GM_02756356 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243278 EFTA01328394 _z_ 0 0 ! 3s 17-13 pay for insurance thereon, may order and pay for the repair, maintenance and preservation thereof, and may pay any necessary filing or recording fees. Amounts paid by RACC under the preceding sentence shall be added to Debtors unpaid balance under the Promissory Note, shall be secured by the Collateral and shall be payable upon demand, together with interest at the rate computed as provided in Paragraph 2 of the Promissory Note until paid in frill. Subject to the Governing Documents, Debtor shall at all times keep the Collateral, and any proceeds therefrom, separate and distinct from other property of the Debtor and shall keep accurate and complete records of the Collateral and any such proceeds. 8. Default. Upon Default, as defined in the Promissory Note, RACC may require Debtor to assemble the Collateral and make it available to RACC at a place to be designated by RACC which is reasonably convenient to both parties. The requirements of the Kansas Uniform Commercial Code for reasonable notification to Debtor of the time and place of any proposed public sale of the Collateral or of the time after which any private sale or other intended disposition is to be made, shall be met if such notice is mailed, postage prepaid, to Debtors address, as shown herein, at least twenty (20) days before the time of the sale or disposition. After deduction of all reasonable expenses of retaking, holding, preparing for sale or lease, selling, leasing and the like, together with reasonable costs of collection, attorneys' fees and legal expenses of RACC, and after the payment of the principal and Interest due under the Promissory Note, the balance, if any, of the proceeds of the sale may be applied to the payment of any or all other Indebtedness of Debtor to RACC, whether due or not, whether direct or indirect, absolute or contingent, whether now existing or hereafter arising, and whether owing individually or in connection with others not parties hereto, and to the satisfaction of indebtedness secured by any subordinate security interest in the Collateral of which RACC has received notice prior to distribution of the proceeds. Debtor shall be liable for any deficiency after application of such proceeds, to the extent permitted by law. If after a default by Debtor, the Collateral is returned to or recovered by RACC, Debtor agrees RACC may fly or otherwise move the Collateral for demonstration and other purposes reasonably related to a proposed public or private sale or other disposition of the Collateral. 9. Sale of Aircraft and/or Related Collateral. In the event the Aircraft and/or related Collateral is sold, RACC may declare all indebtedness due under the Promissory Note, as well as any other indebtednes s or liability of Debtor to RACC, immediately due and payable. In addition to the foregoing, RACC may (a) sell, or instruct any agent or broker to sell, all or any part of the Collateral, and direct such agent or broker to deliver all proceeds thereof to RACC and apply all proceeds to the payment of any or all of the unpaid balance owed pursuant to the provisions contained in this Security Agreement, in such order and manner as RACC shall choose, in its discretion, and/or (b) cause title to the Collateral to be transferred into the name of RACC or its designee. Debtor understands and agrees that any sale by RACC of all or part of the Collateral pursuant to the terms of this Security Agreement may be effected by RACC at a time and in a manner which could result in the proceeds of such sale being significantly and materially less than might have been received if such sale had occurred at a different time or in a different manner, and Debtor hereby releases RACC and its officers and representatives from and against any and all obligations and/or liabilities arising out of or related to the timing or manner of any such sale. All rights and remedies of RACC provided herein are subject to the limitations set forth in the Governing Documents that relate to Debtor's interest hi the Collateral. 10. Waiver of Default. No waiver by RACC of any default shall be effective unless in writing, nor operate as a waiver of any other default or of the same default in the future. 11. Restriction on Transferor Liens. Debtor will not, without the prior written consent of RACC, sell or otherwise transfer or encumber the Collateral, or any interest therein, or offer to do so or, except in accordance with the Governing Documents, permanently remove or attempt to permanently remove the Collateral from the United States. Debtor will keep the Collateral free from any adverse security interest, lien or encumbrance and will not permit the Collateral to be attached or replevied. 12. Taxes. Debtor will promptly pay, or cause to be paid, when due, all taxes and assessments upon the Collateral or upon its use or operation or upon this Security Agreement and the obligations evidenced by the Promissory Note. (Rev 11/99) 7 SDNY_GM_02756357 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243279 EFTA01328395 I7-427 SDNY_GM_02756358 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243280 EFTA01328396 ii ii 0 1 0 0 0 ( 3 13. Change of Address. Debtor will notify RACC in writing of any change of address from that shown in this Security Agreement within ten (10) days of such change. 14. GOVERNING LAW AND CHOICE OF FORUM. THIS SECURITY AGREEMENT WAS MADE AND ENTERED INTO IN THE STATE OF KANSAS AND THE LAW GOVERNING THIS TRANSACTION SHALL BE THAT OF THE STATE OF KANSAS AS IT MAY FROM TIME TO TIME EXIST. THE PARTIES AGREE THAT ANY LEGAL PROCEEDING BASED UPON THE PROVISIONS OF THIS SECURITY AGREEMENT SHALL BE BROUGHT EXCLUSIVELY IN EITHER THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF KANSAS AT WICHITA, KANSAS, OR IN THE EIGHTEENTH JUDICIAL DISTRICT COURT OF SEDGWICK COUNTY, KANSAS, TO THE EXCLUSION OF ALL OTHER COURTS AND TRIBUNALS. NOTWITHST ANDING THE ABOVE, IN THE EVENT AN "EVENT OF DEFAULT' SHOULD OCCUR, RACC (AT ITS SOLE OPTION) MAY INSTITUTE A LEGAL PROCEEDING IN ANY JURISDICTION AS MAY BE APPROPRIA TE IN ORDER FOR RACC TO OBTAIN POSSESSION OF THE COLLATERAL. THE PARTIES HEREBY CONSENT AND AGREE TO BE SUBJECT TO THE JURISDICTION OF THE AFORESAID COURTS IN SUCH PROCEEDIN GS. 15. Enforceability. The unenforceability of any provision hereof shall not affect the validity of any other provision hereof. 16. Binding Agreement. All obligations of Debtor hereunder shall bind the heirs, agents and attorneys-in-fact. successors and assigns of Debtor. If there be more than one Debtor, their liabilities shall be joint and several. All rights of RACC hereunder shall inure to the benefit of its successors and assigns. 17. Assignment RACC may transfer or assign all or any part of its interest in this Security Agreement without the consent of Debtor or any other party. Debtor shall not sell, assign, transfer, encumber or convey any of its interests in the Collateral or in this Security Agreement without the prior written consent of RACC. 18. Entire Agreement This Security Agreement, the Promissory Note and the Governing Documents constitute the entire agreement between and among the parties with respect to the subject matter hereof. There are no verbal understandings, agreements. representations or warranties not expressly set forth herein. Neither this Security Agreement nor the Promissory Note shall be changed orally, but only by writing signed by the parties hereto. DEBTOR HEREIN ACKNOWLEDGES THAT DEBTOR HAS READ AND FULLY UNDERSTANDS ALL OF THE TERMS AND CONDITIONS OF THIS SECURITY AGREEMENT. BY EXECUTION HEREOF, THE UNDERSIGNED HEREBY CERTIFIES THAT HE/SHE IS DULY AUTHORIZED TO EXECUTE THIS SECURITY AGREEMENT IN THE CAPACITY STATED BELOW. Executed this, - - day Jett-MAY(1999 at Wichita, Kansas. Debtor. AIRQkP LLC Debtor. N/A N/A title) (signature) (title) Aimort/IL Address: i nianaicr 6f" A (Rcnikcc, 1114"4.1""id 527 Madison Ave., 18th Fl. Address: N/A New York, NY 10022 RAYTHEO z u CRAFT CREDIT CORPORATION By: "RACC" (R.-re I v)s) 8 SDNY_GM_02756359 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0024328 I EFTA01328397 SDNY_GM_02756360 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243282 EFTA01328398 • fl 0 0 1 0 0 0 1 3 S 17- 9 FAA ASSIGNMENT (TO BE USED FOR ADDITIONAL ASSETS - LOANS) ASSIGNMENT (the "FAA Assignment"), executed by RAYTHEON AIRCRAFT CREDIT CORPORATION, a Kansas corporation ("RACC"), pursuant to the Intercompany Purchase and Contribution Agreement, dated as of March 20, 1997 (as amended, supplemented or otherwise modified front time to time, the "Purchase Agreement"), between RACC and Raytheon Aircraft Receivables Corporation, a Kansas Corporation (the "Dun?). LINEa ET 31: WHEREAS, RACC, pursuant to a certain Contract, the obligor thereunder has purchased the undivided interest in the aircraft described in the security agreement to which this FAA Assignment is attached (such undivided interest in such aircraft [the "Aircraft"]) and RACC has obtained a lien in such Aircraft pursuant to the security agreement to which a counterpart of this FAA Assignment is attached for purposes of filing with and recording by the FAA (with the obligation secured thereby collectively, the "Security Agreement"). WHEREAS, RACC, pursuant to the Purchase Agreement, has agreed to assign the Contract and receivables arising thereunder, the liens created pursuant to the Security Agreement and all proceeds of the foregoing to the Buyer, WHEREAS, in order to perfect the Buyer's interest in all of RACC's rights and interest in, to and under the Contract, the Aircraft and the Security Agreement assigned under the Purchase Agreement and all proceeds thereof, RACC has agreed to execute this FAA Assignment; NOW, THEREFORE, in consideration of the foregoing, RACC hereby agrees as follows: (a) For value received, RACC hereby sells, assigns and transfers, effective on as of pecember 31. 1999 unto the Buyer all of RACC's right, title and interest in and to the Aircraft and in and to the Security Agreement and all of RACC's right, title and interest (but not obligations) in and to the Contract (including the right to payment thereunder) and all proceeds of the foregoing. (b) This FAA Assignment is one of the FAA Assignments referred to in, is entitled to the benefits of and is made subject to the terms and conditions of, the Purchase Agreement. (c) This FAA Assignment shall be governed by, and construed in accordance with, the laws of the State of New York. SDNY_GM_02756361 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243253 EFTA01328399 SDNY_GM_02756362 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243284 EFTA01328400 ri 1 0 0 9 0 3 5 7 2 (7-7 IN WITNESS WHEREOF, RACC has caused this FAA Assignment to be duly executed on the day and year written below. RAYTHEON AIRCRAFT CREDIT CORPORATION B‘r ef' e: Vice Pr dent, John S. Myers Dated: December 31. 1999 2 SDNY_GM_02756363 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243285 EFTA01328401 SDNY_GM_02756364 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243286 EFTA01328402 ' r; 7.1 0 .1 0 0 0 ! 3 5 :1 /7-5 FAA ASSIGNMENT ASSIGNMENT (the "FAA Assignment"), executed by RAYTHEON AIRCRAFT RECEIVABLES CORPORATION, a Kansas corporation, as seller (the "Seller") under the Amended and Restated Purchase and Sale Agreement (as amended and supplemented or otherwise modified from time to time, the "Purchase Agreement") dated as of March 18, 1999, among the Seller, Raytheon Aircraft Credit Corporation, as Servicer, the financial institutions and special purpose corporations from time to time parties thereunder (the "Purchasers"), Bank of America National Association, as Managing Facility Agent and as Administrative Agent for the Purchasers (in such capacity, the "Administrative Agent"), Bank of America National Association and The Chase Manhattan Bank, as Co-Administrative Agents for the Purchasers, The Chase Manhattan Bank, as Syndication Agent, Citibank, N.A. and Credit Suisse First Boston, as Co- Syndication Agents, and each AdministrativeAgent referred to therein. EITHESSEIli WHEREAS, pursuant to a certain Contract, the obligor has purchased the undivided interest in the aircraft described in the security agreement to which this FAA Assignment is attached (such undivided interest in such aircraft, the "Aircraft") and the Seller has obtained a lien in such Aircraft pursuant to the security agreement to which a counterpart of this FAA Assignment is attached for purposes of filing with and recording by the FAA (with the obligation secured thereby, collectively, the "Security Agreement"). WHEREAS, the Seller, pursuant to the Purchase Agreement, has agreed to assign the Contract and Receivables arising thereunder, the liens created pursuant to the Security Agreement and all proceeds of the foregoing to the Purchasers; WHEREAS, in order to perfect the Purchasers' security interest in all of the Seller's rights and interest in, to and under the Contract, the Aircraft and the Security Agreement assigned under the Purchase Agreement and all proceeds thereof, the Seller has agreed to execute this FAA Assignment; NOW, THEREFORE, in consideration of the foregoing, the Seller hereby agrees as follows: SDNY_GM_02756365 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243287 EFTA01328403 17-1-f- • SDNY_GM_02756366 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243288 EFTA01328404 I! 10 0000 ! 359 2 /7-3 1. For value received, the Seller hereby sells, assigns and transfers, effective on and as of December 31. 1999 unto the Administrative Agent for the ratable benefit of the Purchasers all of the Seller's right, title and interest in and to the Aircraft and in and to the Security Agreement and all of the Seller's right, title and interest (but not obligations) in and to the Contract (including the right to payment thereunder) and all proceeds of the foregoing. 2. This FAA Assignment is one of the FAA Assignments referred to in, is entitled to the benefits of and is made subject to the terms and conditions of, the Purchase Agreement. 3. GOVERNING LAW. THIS FAA ASSIGNMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 2 SDNY_GM_02756367 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243289 EFTA01328405 17--g-/- SDNY_GM_02756368 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243290 EFTA01328406 3 S 3 17-1 IN WITNESS WHEREOF, the Seller has caused this FAA Assignment to be duly executed on the day and year written below. RAYTHEON AIRCRAFT RECEIVABLES CORPORATION Dated: December 31, 1992 3 SDNY_GM_02756369 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 0024329I EFTA01328407 17 ' I hereby certify that I have compared the fore- vp0"- Igoing with the original true and correct e f. 42 Z Cur V SDNY_GM_02756370 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243292 EFTA01328408 r floa 1.0%.J raw APPROVED 01.0 No. 21204012 wry, gams CF a oevandion'A it I) U . J reCOGLAYINION ADISINTRANDWan WOW! MICITAFT REGISTRATION APPUCOMON CERT. ISSUE DATE aternm ulaTED non stAlts Nuusal Nen* q At FM i 6 -3 MONT WNLIFICTURER • MODEL rRa Iwrin At rerafr f` Rppehipr AMA CI FEB 2 3 20.00 A tFT RK-244 FOR FAA USE ONLY TYPE OF REGISMATICOI (OW is EM CI 1.Indodual 0 2 . Parma, * 0 a Canyrasan )0(4. ceamm/ p s. mart 0 G ti(sal2 " NAVE OF APPUCAMI (Pancelid shown on Wow of WW1. I Indsidual STA allOwo. W Two. and SOSO ISM/ • 1. AIWA? LLC c/a address below CWNENC an undivided 12.5% Interest 2.-/D See Attachment owning the interest as shown on the attachment TELEPHONE NIGGER ( 316 1 676-6030 ADDRESS (Porrnansea mark, add as hint applcanl Wed) Haber sarl wet 101 South Webb Road Gear Pa. P.O. Box: CITY STATE TIP CODE Wichita KS 67207 0 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. i. A LW or *Won ans.or to try 004S:a in mart adOlarion troy be patois lot conaassort by Me and r of ITIModerWl Calk 71d It Sao. 10O1). CERTIFICATION AVE CERTlft (I) ISO Gs Wow Mall N Wed by Tx unTelFrod apphant. ono :maze eftwang corpoWersl 04 itro weed State* (TX wal(62 Oust. IIes name ad Wk. hoc CHLCK ONE AS APPROPRIATE: a. ID A wawa Wm Na teen rogersadon (Tow. 1.1,1 or Form 1461) No b. 13 A ronatzen onotaton muted WI IWO Mines. ender ito ton ot (slate) W Arid .mad ls Eased s prananly Led in as Unto] slat Rawls or SoN Paw aaa *et* ear AAPAfito at (2) That IN Wan Is na rosisicead LW, W laws a any Snip °way; and in Gal Neal M0NK* or Worstio a Wollrod a has taw Red sal -. Federal Niacin Adwiristrodon NOTE: II .mood for coownership ell appecarts must skin. Use remise side it necessary. TYPE OR PRINT SIGNATURE I %r Cero-- st • Nar - ge- of SGNA DATE /QtyiLC, Raytheon Travel Air Caapany EACH PMT CF This v2707 1. T . Carr acting as attorney -in -fact SIGNATURE TITLE ORE APPLICATION JOST 2.-p See Attachment BE SIGNED IN NC SIGNATURE TITLE DATE NNE AWN° /aSa$U MI . Go &milt may b opPrONO lot • padod toe lii WM al 20 `1"‘'RES TOSAPIRE __ tf.'write's° In " aucii•- AC Fah 8050- I &pomades Prestos Edam so SCINY_GM_02756371 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00243293 EFTA01328409 • rtlowlimo £Z T Wd ZZ Ed 00. SDNY_GM_02756372 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00243294 EFTA01328410 • rOITTACMIPS170TAIRITRAVT9REGISTRATION APPLICATION N witte, eakweina. c.kr...1,4.46 N793TA &whin' 4004 Serial: 12K-244 Name of applicant: Outline an undivided Address: Interest of: 2.) Raytheon Travel Air Company 6.25% Shown on original form hereto 3.) Michels Pipeline Construction, Inc. 25% do applicant la 4.) Southeastern Mills, Inc. 12.5% do applicant ta 5.) REI Air, LLC 12.5% do applicant N2 6.) Interactive Pictures Corporation 6.25% do applicant N2 7.) Magnatech International, L.P.' 6.25% do applicant ta 8.) Morteza Ejabat Trustee of the Morteza Ejabat Trust 6.25% do applicant ta 9.) SL Wings, LLC 6.25% do applicant #2 10.) CIAO, LLC 6.25% do applicant #2 Sienature.s: Title: Date: Senior Contracts Manager of Raytheon Travel Air Company / /a./ efr o 3-10.) Senior Contracts Manager of Raytheon Travel Air Company Acting as Attorney-in-Fact /112Ooc, 'la Carr • a- 1, eritiSciiVa L4 r 2 I A4.1 eaka.A.42 Pcc.44., Vavert L . ill CI fi cc-lirt.t4A— By signing above, the applicant agrees and stipulates (I) to the terms, conditions and certification of the AC Form 8050-I Aircraft Registration Appleadon, to which this page is attached (the "Application"), 60 that all of the information set forth on the Application is true and correct as of this date, and QM the Application may be executed by the co-owners by executing separate counterpart signature pages, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same application SDNY_GM_02756373 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243295 EFTA01328411 (6 SDNY_GM_02756374 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243296 EFTA01328412 UNITED STATES OF AMERICA FORM APPROVED U S DEPARTMENT OF Ti,ANSPORTATION FEDERAL AVIATIM ADMINISITAnolt OMB NO 21200042 AIRCRAFTTIILCOF Gat= FOR AND IN CONSIDERATION OF SIB 0 VADJA2E 0 3 .1 7 p 2 275 1 CONSIDERATIONS THE UNDERSIGNED OWNER(S) OF AN UNDIVIDED INTEREST IN THE LEGAL AND BENEFICIAL TITLE 15 --I OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNItLDSTATEs A/int-mgremi ch.....e -s, r MAL % L1/21.1 REGISTRATION NUMBER N793T id:I:URDU) AIRCRAFT MANUFACTURER & MODEL Raytheon Aircraft Company Beechjet 400A AIRCRAFT SERIAL No. RK-244 Fee Z3 II so AA 111 ' IbH DOES THIS 30th DAY OF December 1999 I t • . •• HEREBY SELL GRANT. TRANSFER AND DELIVER ALL RIGHTS. TITLE. AND INTERESTS IN AND TO AN UNDIVIDED Do Not WS* inMao.* 6.26% INTEREST IN SUCH AIRCRAFT UNTO: FOR FAA USE ONLY NAME AND ADDRESS of VIDUALIN. GIVE LAST NAME. FIRST NAIVE AND ?ADDLE MIA/) OWNING an undivided 6.25% Interest CIAO, LLC 101 South Webb Road U Wichita, KS 67207 O., DEALER CERTIFICATE NUMBER WAR _JA SYCw? JULIM.LarADMIHMEESHAS AND ASS GN IRIS TO HAVE AND TO HOID SINGUWtLY TNt SAID AIRCRAFT FOREVER. AND RANTS na IN TESTIMONY WHEREOF WE HAVE SET OUR HAND AND SEAL THIS 30th DAY OF December 1999 NAME (S) OF SELLER SIGNATURE (S) TITLE HYPE OR MOOED) ON MOUT EXECUTED (rYPED OR PRIMED) FOR 0143W1IntSIIIT. ALL MUST SICat) SELLER Raytheon Travel Air Company Terry L. Carr t e z r ,,.. C____. Sr. Contracts Manager ACKll OWL DGEMLA I (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOwEvER. MAY BE REOunim BY FOCAL IA W Fore vA i inrry fl y llir M<.> Carr • CERTIFIED COPY TO BE RECORDED BY FAA ORIGINAL: TO FAA QA. 6 AT,A-.- t/5 AN-v -1 SDNY_Glvl_02756375 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243297 EFTA01328413 I5 I hereby certify that I — have compared the fore- ? !NO ' with the original " add, true and correct £Z T kid 22 t'i fQot .- • SJ SDNY_GM_02756376 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243298 EFTA01328414 uriti. STATES OF AMERICA FORM APPROVED US DEPARTMENT Of' IRANSI:ORTATION FEDERALAVL:a OMB NO 21200042 AIRCRAFT BILL•OEVALE.I Astr int r0 • 3 FOR AND IN CONSIDERATION OF S I & OTHER VALUABLE CONSIDERATIONS THE UNDERSIGNED OWNER(S) OF AN I' 2. 7 5 0 UNDIVIDED INTEREST IN THE LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: /4-1 UNITED STA (ES 4/.4#.2.8 WC, pawlmi 0.4 71. - to REGISTRATION NUMBER N793TA AIRCRAFT MANUFACTURER & MODEL Raytheon Aircraft Company Beechjet 400A ,AIRCRAFT SERIAL No. RK-244 RE LS DOES THIS 15th DAY Of December 1999 r1. HEREBY SELL GRANT. TRANSFER AND DELIVER AU. RIGHTS. TITLE. AND INTERESTS IN AND TO AN UNDIVIDED 6.25% INTEREST IN SUCH AIRCRAFT UNTO: Do NoIMPEA MITA (WA FOR FAA USE ONLY NAME AND ADDRESS ID LADIVIDUAL(S). GIVE LAST N.V.O. FIRST NAME. AND;DOME INTIIALL OWNING URCHASER an undivided 6.25% Interest SL Wings, LLC 101 South Webb Road Wichita, KS 67201 DEALER EXIMFICATE NUMBER • ANDT6 nirS }e4Ccejm• AND ASSIGN$ TO HAVE AND TO HOLD INGULARLY THE SAID AIRCRAFT WARRANTS TITLE THEREOF. FOREVER. ANU IN TESTIMONY WHEREOF WE HAVE SET OUR HAND AND SEAL. 1111S 15th DAY OF December 1999 NAME (5) OF SELLER SIGNATURE (S) RITE OR MINTED) pri Roo DIEXECUTED TITLE (TYPED OR YARDED) FOR COOWNIDDRIA AU., MUST Slag SELLER Raytheon Travel Air Company Terry L. Carr*; ....--... Sr. Contracts Manager ACKNOWLEDGE (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER. MAY RE REOUIRED DV LOCAL LAW FOR VA i mil"( fly Tat 'Km-roma -HT . CERTIFIED COPY TO BE RECORDED BY FAA ORIGINAL: TO FAA °Ails SDNY_GM_02756377 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243299 EFTA01328415 /it I hereby certify that I have compared the tore- VI:Kit-1'1141:141g with the original ' true and correct £Z i Lld SDNY_GM_02756378 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA _00243300 EFTA01328416 UNITED STATES OF AMERICA FORM .WPROVE0 US DOAWITOINT OF TRANWORTAllOW FSOMIAL WAIIIIKADTILORICIN OMB NO 2 I 20.00•2 AIRCRAFT BILL:OF SALE 3 1 5 FOR AND IN CONSIDERATION OF S 1 & OTHER VALUABLE CONSIDERATIONS THE UNDERSIGNED OWNER(S) OF AN p 2 Z74 9 UNDIVIDED INTEREST IN THE LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: 13-1 UNITED STATES NY' S . MR, ron•Lert3 claw Coi n!. • hh • REGISTRATION NUMBER N793TA RE .:•intPED AIRCRAFT MANUFACTURER & MODEL Raytheon Aircraft Company Beechjet 400A cK . AIRCRAFT SERIAL No. RK-244 FEB 23 i US AA ZO DOES THIS 7th DAY OF December 1999 FL HEREBY SELL GRANT. TRANSFER AND DELIVER ALL A. RIGHTS. TITLE. AND INTERESTS IN AND TO AN UNDIVIDED 6.25% INTEREST IN SUCH AIRCRAFT UNTO: DD NOINMelnlIts BbRR FOR FAA USE ONLY NAME AND ADDRESS (II ININVIDUAL(S). owe LAST NAPE YIPS" NAME. AND NOME MOW-) OWNING OC an undivided 6.25% Interest co Morteza Ejabat Trustee of the Morteza Ejabat Trust 101 South Webb Road Wichita, KS 67201 A. DEALER CERTIFICATE NUMBER • AND T EM nAND R ADMO WARRANTS THE ASSIGNS HAVE AND TO HOLD SINGULARLY THS SAID AIRCRAFT OF. I °REFER. AND IN =mow WHFRPOF WE HAVE SET OUR HAND AND SEAL Tins 7th DAY OF December 1999 1 NAME (S) OF SELLER SIGNATURE (S) (TYPE OR MINTED) (IN INK) nr EXECUTED TITLE FOR CO.OWNIASIIII. ALL MUST (TYWA/ OR PRINTED) 0 ON.) SELLER .....-" ..------ Raytheon Travel Air Company Terry L. Carr 4 C--... Sr. Contracts Manager (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VAIJOLTY OF THF INSTRIDAFUT % CERTIFIED COPY TO BE RECORDED BY FAA ORIGINAL: TO FAA 0A:i At., -bs SDNY_GM_02756379 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243301 EFTA01328417 /3 I hereby certify that I „YlAYeAnared the tore- r• ' going with•Clhe original tale and correct CZ I di3.4 00. c, a i:1 SDNY_GM_02756380 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243302 EFTA01328418 UNITED STATES OF AMERICA FORM APPROVED US Marla?! OF TRANSPORTATION FEDDAR,AvtAliON ArlSirnit ORONO 212000/2 AIRCRAFT mo.oesAtt 3 #3 FOR AND IN CONSIDERATION OF $ 18 OTHER VALUABLE CONSIDERATIONS THE UNDERSIGNED OWNER(S) OF AN F22748 UNDIVIDED INTEREST IN THE LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: 12-i UNITED STATES Art Ifkg rioLtIv i angst?.-E. REGISTRATION NUMBER N793TA AIRCRAFT MANUFACTURER & MODEL Raytheon Aircraft Company Beechjet 400A AIRCRAFT SERIAL No. RK-244 FEE Z i•' 45 Li lit DOES THIS 29th DAY OF November 1999 Fr. HEREBY SELL GRANT. TRANSFER AND DELIVER ALL RIGHTS. TITLE, AND INTERESTS IN AND TO AN UNDIVIDED Do Nem* WM. eon 6.25% INTEREST IN SUCH AIRCRAFT UNTO: FOR FAA USE ONLY NAME AND ADDRESS UST (7 INDivouALISL GIVE NAREL FIRST NAME MID KIDDER 'MAL) OWNING PURCHASER an undivided 6.25% Interest Magnatech International, L.P., o- Pe. n IVA RR lien;leat 101 South Webb Road fra-44-rimskit Wichita, KS 67201 DEALER CERTIFICATE NUMBER AND F 5 GLC*-e->.Sars -ERSE D ASSIGNS TO7 T TILE SAID AIRCRAFT FOREVER. AND WARRANTS THE TITLE THEREOF TESTNONY WHPRFOF WE HAVE SET ouR HAND AND SEAL MS 29th DAY OF November 1999 NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPE oft FUMED) (IN Ron RE DERCETro (TYPED OR MIRED) FOR Co-owNERSIOP.,AIR MUSE sIGN) ...........„.—, a SELLER Raytheon Travel Air Company Terry L. Carr .,,,..4 Sr. Contracts Manager ACKhOWLEDGEMENI (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER. MAY BE REOUBtED BY LOCAL LAW FOR vai mrry nr Tyr micrin tun.rr . CERTIFIED COPY TO BE RECORDED BY FAA ORIGINAL: TO FAA cviaa htA1/4-te. Ana T SDNY_GM_02756381 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243303 EFTA01328419 rat I hereby certify that I have compared the fore- going •th the original and trike and correct £Z •i uli-tf:1- SDNY_GM_02756382 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243304 EFTA01328420 UNITED STATES OF AMERICA FORM APPROVED US DEPARTMENT or TRANSRORTAT AyyVTC AIRCRAFT BI L SNLE Fr 3 1 :S OMB AO 21:0.0042 FOR AND IN CONSIDERATION OF $ I & OTHER VALUABLE CONSIDERATIONS THE UNDERSIGNED OWNER(S) OF AN p Z 2 7 4 7 UNDIVIDED INTEREST IN THE LEGAL AND BENEFICIAL ITTLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES /I- I REGISTRATION NUMBER AIRCRAFT MANUFACTURER S MODEL hr ;RAID cl< Raytheon Aircraft Company Beechjet 400A AIRCRAFT SERIAL No. RK-244 FEE Z± I w A:i 1e0 DOES THIS 23rd DAY OF November 1999 I M44 HEREBY SW. GRANT, TRANSFER AND DELIVER ALL A $ 'UN RIGHTS, TITLE, AND INTERESTS IN AND TO AN UNDIVIDED 6.25% INTEREST IN SUCH AIRCRAFT UNTO: De Not Site In Dis Oka NAME AND ADDRESS FOR FAA USE ONLY OF INDIVIDIMMSh GIVE IASIHOC. FasT NAME.A.POMIDOUIRCTIAL) CC OWNING co an undivided 6.25% Interest m Interactive Pictures Corporation 101 South Webb Road Wichita, KS 67201 A. A. DIALER CERTIFICATE NUMBER ANDt7 4 174 C CESWIS SiNiAWORIRVEDDHNEITYONTORS,AND WARRANT IHE THEREOF. AND 1011010 SINGULARLY Ote SAID AIRCRAFT FOREVER. AND IN TESTIMONY WHEREOF WE HAVE SET OUR HAND AND SEAL THIS 23rd DAY OF November 1999 NAME (S) OF SELLER SIGNATURE (S) OM OE PONIED) ON OM (IF EXECUTED TITLE FOR co.owyEasurr. ALL muff (ynaoR Homo) SIGN) .............---- r SELLER Raytheon Travel Air Company Terry L. Can' c. Sr. Contracts Manager AL HNOWLEDGEMENI (NOT REQUIRED FOR PURPOSES OF FAA CORDDI . HOWEVER. MAY BE REOUIRED BY I nra LAW FOR VAT mm or TlIT n.$c•o$ ma CERTIFIED COPY TO BE RECORDED BY FAA ORIGINAL: TO FAA SDNYGM_02 756383 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243305 EFTA01328421 I hereby certify that I have compared the. tdre- going with the original and iU a true and correct ereof. vufevil:::191t ot0.4_ hsci zz 83.004 £Z „ v • ia SDNY_GM_02756384 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243306 EFTA01328422 UNITED STATES OF AMERICA FORM APPROVED 43 IMPARTMENT OF TRANStORTATION .11004313AVIII3ON istaITTATI 0 OMB NO 2120001. AIRCRAFT BILL OPSAVE FOR AND IN CONSIDERATION OF S I & OTHER VALUABLE 3 -? 2 P 2 2 7 4 6 CONSIDERATIONS THE UNDERSIGNED OWNER(S) OF AN UNDIVIDED INTEREST IN THE LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: /0- / MUD STA, ES rat Ntnitttg, vir clam Cilhvi. • REGISTRATION NUMBER N / 93TA AIRCRAFT MANUFACTURER 6 MODEL Raytheon Aircraft Company Beechjet 400A ea< AIRCRAFT SERIAL No. FEE 23 II 44 Ari 180 RK-244 DOES THIS 1St DAY OF January 2000 tl •• HEREBY SELL GRANT. TRANSFER AND DELIVER ALL At. • O,N RIGHTS. TITLE, AND INTERESTS IN AND TO AN UNDIVIDED 12.50% INTEREST IN SUCH AIRCRAFT UNTO: Do Ng Vas Innis SW; FOR FAA USE ONLY NAME AND ADDRESS RaNYEXIAL(S). ONE LAST NAME. FIRST NAME.MO NODDLE DOTAL) OWNING PURCHASER AIRCAP LW an undivided 12.50% Interest 101 South Webb Road Wichita, KS 67207 DEALER CERTIFICATE NUMBER rIA HE SAID Cr WARRANTS OF. F FO IN resnuosy WHEREOF we HAVE SET OUR HAND AND SEAL THIS 1st DAY Of January 2000 NAME (s) OF SELLER SIGNATURE (S) TYPE OR Partillin TITLE 113 IMO (3, EXECUTED (TYPED OR PUNTED) FOR COOWNERSIOt. AU. MUST SIGN) SELLER Raytheon Travel Air Company Terry L. Carr ."------ 7 - 2....-C ....... Sr. Contracts Manager ACKAOWLLDGLMENT (NOT REQUIRED FOR PURPOSES OF MAY BE BLOMBY LOCAL LAW FOR vAt mrry nr TM mynalimn,r . ORIGINAL: TO FAA 0Aits ArA,:be, N\ 4-1- SDNY_GM_02756.385 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243307 EFTA01328423 /0 •• that I hereby certify thelore• have compared :..t original going with the correct C2 Lid 22 BEw o • true and . 1.:*s U3.111C.1 4." SDNY_GIO_02756386 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243308 EFTA01328424 so - FILING COPY RAP AMMO CAP Ife.211INCOU ri 0 1 UNITIZE STAIES Of AMERICA DEPARTMENT OF ITNNEPOET 0 0 ! 8 ,'S MOM AM MON AINSISTRAn3114•0111004101111ANIONAIMCAL W AIRCRAFT REGISTRASTON APPUCATON CERT. ISSUE DATE UMW STATES Cs H- R._ REOtSTIPSION NIAMEA 603TA) AIRCRAFT IAANUFACTURER a MOSEL 14 .2. q-3 Raytheon Aircraft Company Beechjet 400A AllerRAFT SERPA No. 1 FEB 232000 RK-244 FOR FAA USE ONLY TYPE or REGISTRATION IOWA foe PC 0 1. Inthldtal 0 2. Pilltrafship 0 3. OPEOPPon 42“ Coverts () 6. Gavt El a. ricacm'n Capr oSon NAME OP APPUCANT Oirer(N tam 0 Mina of earitiNe. • IraAtIoil. elve Pal mak Int eltne. sea Takao hat) 1. REI Mr, LLC. OWNING an undivided 12.5% Interest e do address below 2.4-See Attachment owning the interest shown on the attachment TELEPHONE NMBER: ( 316 ) 676-8000 ACORES-5 (Pompom piano @afros la fat oppicant IOW 101 South Webb Road Notate and weva gni Souls: PO. Sac CM BUT! VP CODE Wichita KS 67201 CI 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 follie er Sand new la ant anon in INT ornikerian may to grates ix pasterea by Ina NV to inalKanied alp. Cade. We It SOC. KE). CERTIFICATION • ME CCRIVY it) That re atom snail ta *hap] to No unpaired ail kip. %to isocline Onote003 COrgaatOrta of PM Urooe Saba [fa rhino Kat ph. SIMEON ). et CHECK ONE AS APPROPRIATE: • 0 A wok.* thin. so awn miaow Ron I'M a 1.560 NA b. CI A ratallbsn COSOratOn Cagarima re <WO bainela tap law Ian at latal0) stto lad liana S bead 5 pimaciry used In the UAW Sign Roaxds a 19.1 hats aro imitable fp Spat a Of TIP No srtnit la rot itistuttna urcla. Or Ilea of sly lonfign achy: and (Si Rai lead planes of Othntattipealathad op has boon Rol Pt Po Fedial &Won AOTEranalion. NOTE: If exeared tot co-ovmersh a Plcants must sir. Use memo side it necessary. TYPE OR PRINT TURE SIMATIJR% TTRE DAM gh 1. A_er fr. . allaW A, OA/ tiftitin alz sztraniar THE GATE 2.-fSee Attachment 1 SIGNATURE ITU OAT, I NOTE Psalm weep of the Cen of Mara RocalniSon. Op Sofa tap be open., fox a petal o oat at la din dacha 'shah Oats the MK owl of On pelicesce out. be anted NI the rel. AC roan a)50-1 (I2I%) 0:06243-6205C07) Supersedes Previous &like 1934 5 // are. la -t-99 SDNY_GM_O2756387 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00243309 EFTA01328425 • • h0 c Wd 8. .031, .n, SONY_GM_02756388 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA 00243310 EFTA01328426 Air 61)11EPT TO Al RatAkiT REGISTRATION 9-1 APPLICATION N793TA Beechlet 4004 Serial: RK-244 Name of applicant: Owning_ an undivided Address: Interest of: 2.) Raytheon Travel Air Company 50% Shown on original form hereto 3.) Michels Pipeline Construction, Inc. 25% do applicant #2 4.) Southeastern Mills, Inc. 12.5% do applicant #2 Signatures: Title: Date: Senior Contracts Manager of 2.) Raytheon Travel Air Company // 9 /9 9 TeroIL Carr 3-4. Senior Contracts Manager of Raytheon Travel Air Company ry L. Carr Acting as Attorney-in-Fact a /9 /99 By signing above, the applicant agrees and stipulates (1) to the terms, conditions and certification of the AC Form 8050-1 Aircraft Registration Appleation, to which this page is attached (the "Application"). 00 that all of the information set forth on the Application is true and correct as of this date, and (ill) the Application may be executed by the co-owners by executing separate counterpart signature pages, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same application SDNY_GM_02756389 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0024331 I EFTA01328427 Y ..0._ h0 e Wd S 6F, SDNY_GM_02756390 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243312 EFTA01328428 UNITED STATES OF AMERICA FORM APPROVID CAMINO II204042 US. OFEARIAONT 6F TRANSIVRTATIO PROWL AXIATOK AIRCRAFT BILLIgIF SALE r ialint r 3 *). L 7 1 53 9 FOR AND IN CONSIDERATION OF S I & OTHER VALUABLE CONSIDERATIONS THE UNDERSIGNED OWNER(S) OF AN UNDIVIDED INTEREST IN THE LEGAL AND BENEFICIAL TULE 8-1 OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNI i ED STATES REGORGE:a REGISTRATION NUMBER N793TA AIRCRAFT MANUFACTURER 8 MODEL I see- ta) 14LIA), Raytheon Aircraft Company Beechjet 400A . Eio Z3 • AIR SERIAL No. RK-244 DOES THIS 19th DAY OF November 1999 HEREBY SELL GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO AN UNDIVIDED DO Nei wt.wins 61:0‘ 12.50% INTEREST IN SUCH AIRCRAFT UNTO: FOR FAA USE ONLY NAME AND ADDRESS or ININVIDUAL(S) GIVE LAST NAME, FIRST NAME, AND MIDDLE POTIAL) OWNING 12.50% Interest URCHASER an undivided REI Air, LLC 101 South Webb Road Wchita, KS 67201 DEALER CERTIFICATE NUMBER man) WARRANTS THE TI ifs successoes -6XiskiSt:Claketttoncialt.06; AND ASSIGNS TOHAVE AND TOHOLD SINGULARLY DIE SAW AIRCRAFT FOREVER. AND ITLL.EE THELEOF. IN TESTMONY WHEREOF WE HAVE SET OUR HAND AND SEAL THIS 19th DAY OF November 1999 NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPE OR MONIED) CIN INN) (17 PraCII113, (TYPED OR PRINTED) FOR COOVMERSREP. AU.MUST Ma/ SELLER Raytheon Travel Air Company Terry L. Carr 4 ,..C......„ Sr. Contracts Manager ACINOWLEDGEMENI (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF vim PIM' arnaT % CERTiFiED COPY Fr., :if RECORD:7D BY FAA ORIGINAL: TO FAA SDNY_Glvl_02756391 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002433I 3 EFTA01328429 I hereby certify that I have compared the fore- going " the original and i rue and correct b't !nu.. eof h0 c Lid Jr • SDNY_GM_02756392 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 00243314 EFTA01328430 FONT APPROVED MVO STATES OF AMERICA CMS NO 2$200012 US DIWAITONT Of TFANSPORTATCWIXVISALgIAT AIWTISTUTIOS1 c AIRCRAFT BILL OF AL 1 L ai 1 5;18 FOR AND IN CONSIDERATION OF S I & OTHER VALUABLE CONSIDERATIONS THE UNDERSIGNED OWNER(S) OF AN UNDIVIDED INTEREST IN TiE LEGAL AND BENEFICIAL TITLE —/ OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED MATES Gt.;;... :4. • REGIS7RATION NUMBER N793TA RECORDEJ AIRCRAFT MANUFACTURERS MODEL Raytheon Aircraft Company Beecbjet 4O0A AIRCRAFT SERIAL No. RK-244 DOES THIS 1 9th DAY OF November 1999 HEREBY SELL GRANT. TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO AN UNDMDED ,,,,,,„,.„„„„ ode. a i RATION 12.50% INTEREST IN SUCH AIRCRAFT UNTO: FOR FAA USE ONLY NAME AND ADDRESS INDO1DUAL(S). GIVE LAST NAA01 FOOT NASAL AND MOMS DOTAL) OWNING PURCHASER an undivided 12.60% Interest Southeastern Mills, Inc. 101 South Webb Road Wichita, KS 67201 DEALER CERTIFICATE NUMBER aM. WJUTRA101t•AND AT16'T HOLD SW4ULARLY THE SAID AIRCRAFT FOREVER. AND WARRANTS THE E TIMEOF. IN TESTIMONY WHEREOF WE HAVE SET OUR HAND AND SEAL THIS 19th DAY OF November 1999 NAME IM OF SELLER SIGNATURE (S) TITLE wets OR PRItiTED) FIN MO ar MECUM (TYPED OR PitC4TED) FOR CO-OWNERSIIW. ALL MUT! SIGS.) CS ••••••''''-'-'----- j SU Raytheon Travel Air Company Terry L. Carr !--r " :"-- Sr. Contracts Manager ...1 ...) D.1 co / ACKNOWLk.DGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VAIJDIFY MOLE Immo nurerr I CErTIFIED COPY TO ET: RECORD ED BY FAA ORIGINAL: TO FAA SONY_GM_02756393 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243315 EFTA01328431 I hereby certify that I have compared the fore- , Ynl;c1,1r1)!ogoing with the original aikl it i ue and correct 110 c Lid 2, ? .:P •••-•isal Z. •;:l SDNY_GM_02756394 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243316 EFTA01328432 FILING COPY SOMA APFRO/ED • 0 0 0 1J 1 0 `1"2 1 ) UNDID Stale./ OF AMMO/ DEPACIIMEHTCETRAHSPDFTUE1011 • MOM AM010111/1003114AnalamKe lealellaMtv Asimiante..A.COCIMI • AWCRAFT REGISTRADON APPUCATICH CERT. ISSUE DATE RE UNTIED STATES HUMBER193TA 4 106 14 se-- 6 -3 AIRCRAFT ILMIUFACWRER / MODEL Raytheon Aircraft Company EleeCh2eL 4COA AIRCRAFT SET/A/ Ma X DEC 0 3 1999 RK-244 FOR FM USE ONLY Thal OF M11411$11WIDel fl ock ar asa 0 1. Incevklual 0 2. Partnership 0 3. Careen/on 8 4. °norm 0 6. Gait 0 IL NAME OF APPLICANT flencoas) seise en Mimeo at vomenelp.111n0P46.41. one kst nom. ant neery mid witlals MOM 1. Michels Pipeline Construction, Inc. 0.012G c/o address below an undivided 25% Interest • 2.- See Attachment cuning the interest as sham on the attachmen tanik)NE Htlfsfant f 316 /676-8000 ADDRESS (Name. mike MIAs ix Mt SINAI fedi Weber am meet 1131 Sough Webb Road RAY Wane: P.O. Vex PTV 11931 /to cote Wichita KS 67201 O CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATUNTIONI Read the following statement before signing this application. This portion MUST be completed. A ton or deronosl aver b any auestea h Nis epplarlon 11W be snaLais for purtivent Of Fe* emit et inanionenont (U.S Com Tao M. Sec NOR 4110 CERTIFICATION tit Tim re stove Mcrae l• amen ire No 4-4enarrea vela. env le a Pm lectiOng coTaloorel of We Unite Stews. (For way beat glee non* of trUSWor Aar. CHECK ONE AS APIVIOPRIME: a. CI A reticent WA MN Men rOGIStal WPM 1.151 or Fors 1461) No. Is 13 A fronollion torpereton mgefazoi and OM/ babe. under am Ion of WKS ad mid eirten le bawd tip Weedy used inset:sae Sees neseet or WO hen iv fl ed* Sr Spica el (7) TIM to Mash le not epees*" troy the lies of wry Imes (weal en' 01Ilia Wei evidenee of aompealip is amened of nee been Sod Ma Ole Fedora Mislay. Ainnisinston. NOTE: II ass' . 8 for CO-Owneashlp all appicants must sign. Use fevers. see it necessary. TYPE OR PRINT NAME REMY/ S NATURE TIME OWE 31°11Al e ep.; ..../ Fgi Eke- Vice toiar:s. lila! cii t ;3 SIONCUPE ORE MR l e - 0.na arrnehtnenr MI 0/21 I.' Lean.** NOTE Penang mast a an Conioele ol Mad annuann Ne ficeslialiaigagl bye. Oat% within. IN MK owe a1 as sppecazon moo be 6itinsg, —— ..............e. e — nA AC Fan flO50-1 (0X2-004264037) Supersedes Prtwxis Edeenr ceinid Ansi SONY_GM_02756395 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00243317 EFTA01328433 • vkA01 • -.1! (?`' , s32, va 22, IV3` SDNY_GM_02756396 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA 00243318 EFTA01328434 • 0 0 0 1 J ' 2 7 0 ATTACHMENT TO AIRCRAFTREGISTRATION 6 -I APPLICATION N793TA Beech'et 400A Serial: RR-244 Name of applicant: Owning an undivided Address: Interest of: 2.) Raytheon Travel Air Company 75% Shown on original form hereto Signatures: Title: Date: Senior Contracts Manager of Raytheon Travel Air Company I Al s By signing above, the applicant agrees and stipulates (I) to the terms, conditions and certification of the AC Form 8050-I Aircraft Registration Appleation, to which this page is attached (the "Application"), (ii) that all of the Information set forth on the Application is true and correct n of this date, and (iii) the Application may be executed by the co-owners by executing separate counterpart signature pages, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same application SDNY_GI.4_02756397 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002433 I 9 EFTA01328435 6 CHOHV1M0 A 'JO 93 IT WU 23 11014 66. zianu SDNY_GM_02756398 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243320 EFTA01328436 U ITU) STATES OF AMERICA FORM APPROVED us. DissMolaso tit nANSIdorrAnqu stiefMr, mudNISTRInOtsi 2 OMB NG 2,20E0c AIRCRAFTVILDOF ALE FOR AND IN CONSIDERATION OF S 1 & OTHER VALUABLE 3 : CONSIDERATIONS THE UNDERSIGNED OWNERS) OF AN UNDIVIDED MEREST IN THE LEGAL AND BENEFICIAL TITLE 6-I OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES C0NVC?AtI0E C ABED REGISTRATION NUMBER N793TA AIRCRAFT MANUFACTURER & MODEL Raytheon Aircraft Company Beechjet 400A AIRCRAFT SERIAL No. DEC 3 IIs7rHF99 RK-244 At '',VIATI•flt DOES This 2nd DAY OF November 1999 ••: • If .it:70:14 HEREBY SELL GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE. AND INTERESTS IN AND TO AN UNDIVIDED 25.00% INTEREST IN SUCH AIRCRAFT UNTO: Do Not %Mu mita eta FOR FAA USE ONLY NAME AND ADDRESS is DolvssuALEG GIVE LAST NAME,FIRST NM(E. AND MIDDLEINITIAL) OWNING an undivided 25.00% Interest Michels Pipeline Construction, Inc. 101 South Webb Road Wichita, KS 67201 DEALER CERTIFICATE NUMBER AND ASSIGNS IO HAVE AND TO HOLD GULARLY THE SAID AIRCRAST FOREVER, AND WARRANTS THE TITLE THEREOF IN TESTIMONY WHEREOF WE HAVE SET OUR HAND AND SEAL THIS 2nd DAY OF November 1999 NAME (S) OF SELLER SIGNATURE (5) (TM ox memo) TITLE (Thi am or isacuTED (FETED OR nuNnUA FOR cooverrauntr. All. MUST SIGN.) SELLER Raytheon Travel Air Company Terry L. Carr /i 7 . -- -C......... Sr. Contracts Manager ll (NOT REQUERED FOR PURPOSES OF FAA RECORDING HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE iNcTRIIETEMT s CERTIFIED COPY TO BE RECORDE ORIGINAL: TO FAA D BY FAA /fr.'? z -q9 opoeertd-boi -r SDNY_GIvl_02756399 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0024332I EFTA01328437 S I hereby certify that I vuowin'Oyencompared the fore- I, tin going with the original 8Z grt rwe and correct V SDNY_GM_02756400 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243322 EFTA01328438 FORM APPROVED • IL • a .. awe - a eon g• UNITED STATES OF AUER/CA DEPARVENT L IWPORLATY t 9 .) .s"..2 r.i. ''....."' 14 -- I AIRCRAFT ACGOTRATON APPUCATION CERT. ISSUE DATE UNITED STATES PROISTRAMON NUIMER Ii 428HR aURCRAFT MANUFACIVIER a MOM Rarel 4i rcerN f t Co 400A c:C7 (3() A SOUL Ma MC-244 FOR FAA USE ONLY TIM OF REOISTRR11011(0iNk ow WO O tIndbikkai O 2. Partncralp )(a E. CapOrtekel O .S. CDONnef O 5.00" O S.It ' abzen NAME OF u -Putarr (Pericals) Owen me ralInit• a °want*. II le(fMIA On lei nan.. lei nn. at rnesaie MM I Raytheon Travel Air Carceny • TELEptooNE mown: t 316 ) 676-8056 Aooatss (Pracirt mama mars ke RN mange Well Neter ad street 101 S. Webb Road Friel Roos: P.O. Fkgc CON SORE DP CODE Wichita Kansas 67206 O CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTIONt Reed the following statement before signing this application. This portion MUST be completed. A lase or honed neer lo any cpcsaan in sit el/salon nay be premeds br pelehoett by the wd / or nneeerssere (US Code. 11•• It Sec. LEAL III VIVE WREN, CERTIFICATION (t) nig re ore ant N wawa by the ordengod sprikon4 NO b a cam On:NOng conavoIcoo) ra no USW SS. (For eNna era pm none of /MOW ).a CHECK ONE AS APPROPRIATE: a. ci A roars am sin Oen re•istalk• IIPORI 1.161 areal 14S0 NO b. 0 A noncaren cover-don agated and dont butlers at no lea a (UM) and tad Syron a Diana and pieogI5 (sod In no Decal Soma Flamed* or eighl hatn so Arnie* Icor inspacann at (2) nye the ran b not noted wow the Ion *I asy boor tank% am p) Thu legal wort* a cowing is macho a has boon ORS RIM no F•0leal /ninon Aanntfratan NOTE: II exacted Ice coownersho al applicants must non Use reoerL, side if recessant TYPE OR PRINT NAME BELOW SIGNATURE COOFMTURE 1111.E DOTE . . . 15± /4 1Noa. , 110412(23 •Il la 00 4 2 V.P. — Controller Oct 29, 1 9 Bi 3 m uatillWilliam wallisch Thu OCT 1 1 3 1 SKLIATmE Tate DOTE NOTE Pinang apt of Vs CortAcale of Haan Raasence. the anon may be coonned tor • pad gni in ace al SD DM. eavai elle. Nn We Prat coped/Ls anideleo noel be caned 'n Me Rant PC Rom MI (t2A0) (0152-00-6289077)Surersoks Previats Edam, 674del t iCt ierlY_GM_D2758401 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00243323 EFTA01328439 • • vRomv-nio v.,.c811-0 gz E WJ h 66. SDNY_GM_02756402 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00243324 EFTA01328440 J ' 0 a Daman ot UNITED SIMS OF MAMA AIRCRAFT BILL OF SALE 0 8 j .5 2 Kam APPROVE( CATS NO 2120•TOI: FOR AND IN CONSIDERATION OF 5106 UNDERSIGNED OWNER(S) OF TH THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES• 3-1 CRUISED AS FOLLOWS. UNITED STATES REGISTRATEN NUMBER N 428118 AIRCRAFT MANUFACTURER & MODEL Raytheon Ain -raft Co liGnA AIRCRAFT SERIAL No. EC 3 1153 711.A EK-244 DOES THIS 29 DAY OF OCt 19 99 HEREBY SELL. GRANT. TRANSFER AND )— I DELIVER All. RIGHTS. TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: Do Not V*ke In TNT Block FOR FAA USE ONLY NAME AND ADDRESS PF pacookun GIVE LAST kw! NW Haire MODS FerWLI Raytheon Travel Air Carcany PURCHASE 101 S. Webb Road Wichita, KS 67206 DEALER CERTIFICATE NURSER mom its successors KICDCANICGRNXIMARD3cs.mao &moan) KIM AND TO HOLD taNGUTMILY THE ENO AIRCRAFT FOREVER AND vaRRANTS THE ME THEREOF. TESTMONVMEREOF EYE Hpoi SET our KANO ANO SEAL THIS 29 DAY I:. Oct . 99 NAME (S) OF SELLER SIGNATURE (S) TTYPEO0A MAMA" TILE P.INGOIDIEWITO owcommiero:o AM ODCWNERSHR MA PAST MEI Rayth eon Aircraft N I SC(-4V-Att \ negignated SELLER rnirrny A Agent - Joan Stanton ACKNOWLEDGMENT (NOT RE OuIRED OR PURPOSES Or FAA BY LOCAL LAW FOR vALOMY• Or THE MST CAMPO' I RECORDING HOWEVER. NAY SE REOuiReD ORIGINAL: TO FAA AC Rim 10602 RC) MSN 00624102Tacol Suovands Shwas &won CERTIFIED COPY TO BE RECO'?!2 SY FAA oglb Petirl -19iN.LT SDNY_Gtv1_02756403 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243325 EFTA01328441 I hereby certify that I have compared the fore- goin with the original and jjip a true and correct co of A 0 VM0 /714"HOff-IV /U0 92 C Lid h LION 66, ti gd :41IM GY"all SDNY_GM_02756404 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243326 EFTA01328442 2-/ U.S. Department Fight Standards Sallie.. P.O. Box 25504 of Transportation Civil Aviation Registry. AFS-700 °Idahoan City. Oklahoma 73125-0504 Federal Aviation Administration July 7, 1999 Mr. Jan Gustafson Raytheon Aircraft Company PO Box 85 Wichita KS 67201 Dear Mr. Gustafson: United States identification mark N428HR has been assigned to Raytheon Aircraft Company, model 400A serial number RK-244, Mode S code 51215026, requested by Morgan Aircraft Title Services. This manufacturer's assignment of special registration number cannot be used as an authorization for a number change. If we may be of further assistance, please contact the Aircraft Registration Branch at (405) 954-4206. Sincerely, 5 Adele Fergus-O'Brien Legal Instruments Examiner Aircraft Registration Branch SDNY_GS.4_02756405 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 011243327 EFTA01328443 2' a SDNY_GM_02756406 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243328 EFTA01328444 ‘.3 0 0 0 0 3 i 4 6 al MORGAN AIRCRAFT TITLE SERVICES, INC. Maim P.O.Bei 210ga Olds:mat OX "07 are Sena 1214 Itodows; OldalwasOly.O% 72127 • Ttkpboat: 40•7$7-••• • 405.7•)4510 • TO-Pra: 10•717-411.0 -I Date: 06/30/99 TO: FAA Aircraft Registry ATTENTION: Central Records J1/4)% eicL 17 JUL 0 6 1999 Please reserve ONE (1) special identification number(s) per order of choice. to-s-1/44eck. N428HR 17 JUL 07 1999 l a Choice 2" Choice 3" Choice 41h Choice 126:1; Assignment to: Make and Model. RAYTHEON AIRCRAFT COMPANY 400A Serial No.: RIC-244 Registration No.: NEW AT FACTORY SEND O Notice O AC Form 8050-64 to: RAYTHEON AIRCRAFT COMPANY Er -Form 8050-7 P.O. BOX 85 WICHITA, KS. 67201 Er -Please send to Morgan Aircraft Title Services in the Public Documents Room. ADDITIONAL INSTRUCTIONS Thanks, ( f 71Tors-,--, • 0834 17 JUL 07 1999 SDNYGIvl_02756407 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00243329 EFTA01328445 0..P.P.116[01 eer.:%os:%oo * SDNY_GM_02756408 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00243330 EFTA01328446