EFTA01331565

DocuSgn Envelope ID: 5F5A5466-1857-4351-A244-A6FO438E6749 1 ASSIGNMENT OF SPECIAL Special Registration Nutritive NIIISTH s-i 0 REGISTRATION NUMBERS us Omartnint Aircraft Make and Model Present Registration Walther ot siaraporiawin It RAYTHEON AIRCRAFT COMPANY 400A NISKTS II 0 Federal Aviation -J Serial Number Issue Date: Administration RK-244 Mar 11,2021 ICAO AIRCRAFT ADDRESS CODE FOR NI 88Th - 50260025 This is your authority to change to to the United Sous registration mamba on the above described THORAIR LLC siwaaft to the special PO BOX 2218 registratwo number Mown SANDI/SKY OH 44871.2218 li>liukkitilthjeskjerell6Isilfroidil Cony duplicate of this form in dm aircraft losather wiih the old tansostice conflate as Sale. *What mamas< 11w aircraft pending receipt of revised cenifieme ottani want/aim. The haat FAA Form 1)344, Applkstiao For Airworthiness as Ale b chat Hat 06.2014 The alnissahlons elswilfkatioo and talegOly: STU TRAKSP INSTRUCTIONS: SIGN AND RETURN THE ORIGINAL of this form to 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 Men be issued. Obtain a revised certificate of airworthiness fmm your nearest Flight Standards District Office. The authority la me the special amber expires: Mar II, 2022 CERTIFICATION: I certify that the special registratioo ouroba was placed RETURN FORM TO: on he ainzaft detaital above. Neulllaned by: El IPAil titesm. Civil Aviation Registry Aircraft Registration Broach SSOFII7DOCArs.10.. P.O. Box 25504 Sabine a 0 000 11 Aar. .1 nose ciors Oklahoma Ciiy, Oklahoma 73125.0504 Tide of Chimer rt-e C; chant 71,hrSport tat r r tNeVAYee Dile Placed ccAncraft. DI A ft' ft lik. a i arS 21 at FORM arM044 (5/250%) Sy/struts PrviMe• (dill°. NMI SDNY_GM_02761125 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248047 EFTA01331565 VN10HV1N0 All0 VINOFlV1N0 SO £ Nd 9— WY 1101 018 N011V011S103N 1O808IV VVi HIM 03113 SDNY_GM_02761126 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248048 EFTA01331566 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 ThorAir. We would like to hold N188TS and put N1lit8TH on the BE-40 RK-244. Enclosed will be two checks each for $10, one to change registration numbers, and the other to hold N188TS until further notice. If ou nave an uestion lease feel free to call Hunter McDonald (Chief Pilot) at 'r email at Please send all documents to PO box 2218 Sandusky Ohio 44871 Signed by: ••• Date: ‘ 2 424/7—*24,--ii Title: NAesaltvoi-r- 210110812144 $10.00 01/11/2021 210110813507 ;10.00 01/11/2021 SDNY_GM_02761127 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248049 EFTA01331567 VIAOHV1M0 VVJOHVMO 9E :8 WV I I NC lig/ 88 NOLLAiSID38 Livaniv VVJ IiiIM 03114 SDNY_GM_02761128 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248050 EFTA01331568 °Paton:to) Number 2170-0729 F p,. 046017 Paperwork Reduction Act Statement: The ntormatiar colected on this form ts necessaryha maintain Scott registration. We estimate that it watered approxenately 30 ranIdes to conwiele Ire Sum. Please note that an agony may not corduct or sponsor. end a person le not required to respond to. a collection of irformallon unties it displays a vale CA10 patrol number Form Approved. OMB rte. 2120.0723 torments concerning the away of INS burden and suggestion for reducthg the burden should be &cued tia the FAA at. 800 Independence Avenue SW. Washirgton. DC 70691. ATTN: Informalicn Ooledbn Clearance Offcei. AES-200: FAILURE TO RENEW REGISTRATICW WTI.L DEPARTMENT OF TRANSPORTATION -FEDERAL AVIATION ADMINISTRATION RESULT IN CARCBIATION OF REGISTRATION AIRCRAFT REGISTRATION RENEWAL APPLICATION AND REGIS ;RATON NUMBER ASSIGNMENT (See C.F.& §§47.15(l), 47.40 and 47.41) ARCRAFT REGISTRATION NUMBER SERIAL. NUMBER N TWITS cur-244 MANUFACTURER MODEL RAYTHEON AIRCRAFT COMPANY 400A DATE OF ISSUANCE DATE OF EXPIRATION TYPE OF REGISTRATION 12/31/2013 12/312022 U.0 ENTER REGISTERED OWNER(S) & ADDRESS FROM FAA FILE HELPFUL INFORMATION (Owner 1) ThoRAIR Lit Review Aircraft Registration File Information for this aircraft at: 9110://regjstry.fan.nov/aircraftincluirv. (Owner 2) Ca Enter any additional owner names on page two. Assistance may be obtained (Address) PO BOX 22t8 al our web page httnfireoistry.laa.00virenewyenistration by ernal at faa.aicraftratiStniEDfaa.00v er (Aarbess) by telephone at:: (666) 762 9434 Pell tree), or (406) 954 - 3116 City SANDUSKY State 011 ryy se/371.2218 When mailing fees, please use a check or money order made Country UNITED STATES payable to to Federal avisson a4ministrrnion. Physical Address: Required when nixing address a a P.O. Box or mail drop, Signature and Title Requirements for Common Registration Types: (Address) 712 NEILSEN AVE . Individual clone. must sign, title would be 'owner'. - Partners60 general partner signs Sheering 'general partner as (Address) title. City SANOUSKY State OH zip 44570 • Corporation corporate officer or manager signs. stowing full tole Counby MOSE° STATES - Limited Liatiary Co authorked member, manager, or officer identified in the LLC organization document signs. showing full title. Co-owner earn co-owner must sign. shoals 'co-owner as title. TO RENEW REGISTRATION: AP)Vw aircraft registration Information. authotted person must sign and show their tut title. - Government Earera the appropriate statement ENTER any Change In address in tlw Note: ATI sIgnatures must be In ink, or other permanent media. spaces below. SIGN. DATE. & SEND form With MO $5 renewal fee to the: FM Airmail Registry. PO Box 25504, Oklahoma City OK 73125-0504, Of To correct entries: Draw a single line through error. Make correct entry in by (Muriel to. 6425 S Donneg Rm 118, Oklahoma Ow OK 73169-6937 remaining space. or cemente the form Wane. An application harm will be HIODIIIS I SKY *MD M Ceeerthd bY Careabn tape or sin...arty obscured. ID FOR I (WE) CERTIFY. THE NMIE(S) AND ADDRESSES FROM THE FM 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 CMOS All applicable block(s) below, rOWIRI-Flf SIQa D.AIE MAIL NOT REGISTERED UNDER THE LAWS OF ANY FOREIGN COUNTRY. this form with any foes to the: FM ti eratt Registry. PO Box 25504, Oklahoma City. OK. 73125-0504. or by courier to: UPDATE THE MAILING PHYSICAL AlYm2FSS AS SHOWN BELOW 6425 S Denning Rm. 118. Oklahoma City OK 73169-6937 I (WE) CERTIFY THE: NAME(S) SIiC/NN 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. ❑ (Show THE AIRCRAFT WAS SOLD TO: purchaser's name and address.) NEW MAILING ADDRESS ❑ THE AIRCRAFT IS DESTROYED OR SCRAPPED. NEW PHYSICAL ADDRESS: COTOCIC II physical address has changed, or the now mailing address is a PO Box or Mail Drop. ❑ THE AIRCRAFT WAS EXPORTED TO: ❑ OTHER, Specify El PLEASE RESERVE N-NUMBER IN THE OWNER'S NAME AND ADDRESS. The $10 reservatem foo is encbsed SIGNATURE OF OWNER I (recited had) PRINTED NAVE OF SIGNER (resuroa Sole) TFILE (reputed kW) DATE FJecircinkalty UMW by Rwystared Oman 7717/2019 SIGNATURE OF OWNER 2 PRINTED NAME OF SIGNER TITLE DATE Use page 2 for additional signatures. Fee paid: $5 (201907171106133717NB) AC Form 8050-1B (04/12) SDNY_GM_02761129 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0024805 I EFTA01331569 SDNY_GM_02761130 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248052 EFTA01331570 01114 Como! Mamba 21100729 Eatrim 04/30)17 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 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 1TRE 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 NAME OF OWNER DATE SIGNATURE PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE PRINTED NAME Of SIGNER TITLE AC Form 8050-18 (04/12) REF N-NLIM: I8STS SDNY_GM_02761131 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248053 EFTA01331571 SDNY_GM_02761132 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248054 EFTA01331572 'RECORDED CONVEYANCE. FILED IN: U.S. DEPARTMENT OF TRANSPORTATION NNUM: I SSTS FEDERAL AVIATION ADMINISTRATION SERIAL NUM: RIC•244 L: RAYTHEON AIRCRAFT COMPANY CROSS-REFERENCE-RECORDATION MODEL 40 A AIR CARRIER: This form is to be used in cases 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 AMENDMENT NO. 2 TO AIRCRAFT SECURITY AGREEMENT JANUARY I, 2019 (SEE RECORDED CONVEYANCE RT008294 DOC ID 4587) FROM DOCUMENT NO. THORAIR, LLC LT021884 TO OR ASSIGNED TO DATE RECORDED FIFTH THIRD BANK MAR 18, 2019 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: Total Aircraft: t Total Engines: 2 I Total Props: Total Spare Peru NI88TS WMINT F.I443AP 2527676 WMINT FJ443AP 252768 REGAR.23R (08/09) SDNY_GM_02761133 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248055 EFTA01331573 SDNY_GM_02761134 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248056 EFTA01331574 FIFTH THIRD BANK LT021884 Convoy:ince AMENDMENT NO.2 TO AIRCRAFT SECURITY AGREEMENT Recorded Mar/18/2010 Security Agreement THIS AMENDMENT NO. 2 dated as of January 1, 2019, amends that certain Aircraft as of December 27, 2013 (the "Agreement"), by and between FIFTH THIRD BANK, es Secured dated 'Lender), and THOFtAIR, LLC, as Grantor ("Grantor and/or Borrower"). Party ('Secured Party and/or to them In the Unless otherwise specified herein, all capitalized terms shall have the meanings ascribed Agreement. WHEREAS, the Borrower and the Lender are parties to an Aircraft Securibr Agreement dated as 28, 2014, of December 3,1, 2013, which wee recorded by the Federal Aviation AdmInistrationn February and assigned Conveyance No. RT008294 (as amended, the "Loan Agreement"); and 11.13 AM FAA 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. are NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which hereby acknowledged, each party to this Amendment agrees, as follows: 1. Section 9.1(ae) of the Loan Agreement Is hereby restated as follows: 'a) 'Loan Documents' means, collectively, thls Agreement as amended by Amendment No. 1 to Aircraft Security Agreement dated February 1, 201rmendment No. 2 dated January 1, 2019, the and all Note, the Guaranty(s), an IDERA In favor of Secured Party, the Rate Management Agreement other documents prepared by Secured Party and now or hereafter executed In connection therewith and all amendments, restatements, modifications and supplements thereto. 2. Secton 9.1(gg) of the Loan Agreement Is hereby restated as follows: "bb) 'Note' means that certain Amended end Restated Promissory Note by Borrower, as maker, in favor of Lender, as holder, dated effective January 1, 2019, In the amended principal amount of 'es the same may be renewed, extended or modified from time to lime. 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, wfthout limitation, the reasonable fees and expenses of counsel and FAA counsel for the Lender). 4. This Amendment shall become effective when, the Lender shell 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 ALL 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.) Y 4114"FAIV9 *hoe Schedule A 4ME Whiekt)IrstYhAc;Wv1 V34clYtt CAIN 190311251245 515.00 01/31/2019 CaSSI10110te ROSVCIed tc- SDNY_GM_02761135 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248057 EFTA01331575 SDNY_GM_02761136 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248058 EFTA01331576 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 THORAI LLC By: se 1 4. - AY: Name: /fn . CAW, >game: --- Title: Safi nide:Wet:414M 0(hr-cid:tat :I itSlAteAlicr Cep:Pirate: Rer'Foie 2 SDNY_GM_02761137 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248059 EFTA01331577 SDNY_GM_02761138 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248060 EFTA01331578 SCHEDULE A Intentionally omIlted for FM fling papoose a It contains =Mental Mendel WinneSon. ClinsileAthon: ReWitted 3 SDNY_GM_02761139 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248061 EFTA01331579 CERTIFICATE that have contend this I hereby certify with the ring instrument and in t py of said original. and corre it V141014%11;10.. O.13 VVI0WV -In 0 bill ££ U gd 1£ MC N0IPAISID 3i1 88 OO3231V '04 1-10. (33113 SDNY_GM_02761140 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248062 EFTA01331580 DOCUMENT LEVEL ANNOTATIONS FOR DOCUMENT ARE010377828 ORIG 85872 FFR 1/31/2019 RET'd TO C&D See Recorded Conveyance RT008294 Doc ID 4587 SDNY_GM_02761141 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248063 EFTA01331581 SDNY GM 02761142 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248064 EFTA01331582 OMB Control Nut 21204729 &pees OU30,40 Paperwork Reduction Act Statement, The intemation collected on this form Is necessary to martin aircraft rcliftetrardn. We seams that I NO eke WiProalmakeir 30 moultts to complete the form. Pease note that an agency may not cendtt or sponece. and a person is not required to impend Ws celled:on of Norma: unless It alscleW valid OMB control ranter. Form Approved. ORB No. 2120.0729 'Comments concerning the accuracy al Ws Lowden and suggetrione for reducing Seburden sticula be drectoi to the FAA at 800 Indepordence Averse SW. Washington. DC 20591. ATTN: inktmaliao Collodion Clearance Caber, AES-200." FAILURE TO RENEWREGISTRA RON MU DEPARTMENT OF TRANSPORTATION - FEDERAL AVIATION ADMINISTRATOR RESULT IN CANCELLATION OF REGISTRATION AIRCRAFT REGISTRATION RENEWAL APPLICATION AND REGISTRATION NUMBER ASSIGNMENT (Sm. 14 CFR. §§ 47.15GL 4740 and 41.41) AIRCRAFT REGISTRATION NUMBER SERIAL NUMBER N 1881$ RX-244 MANUFACTURER MODEL RAYTHEON AIRCRAFT COMPANY 400A DATE OF ISSUANCE DATE OF EXPIRATION TYPE OF REGISTRATION 12/31/2013 12/312019 CORPORATION ENTER REGISTERED OWNER(S) & ADDRESS FROM FAA FILE MELPTIL INFORMATION (Oa t) THORAIR LLC Review Aircraft Registration File Information for this aircraft at htto://realstry.faa.00viaircraftinouirv. (Owns' 2) fesz Enter wry &Mona( owner nernes on pegs two. Assistance may be obtained (pones) PO BOX 221a at or, web page hitatheoistrviaamovIrenevanaistratico of ramai at: faa.aWcraft.reeistrv≥raa,00v or (Address) by Ripeness at: (966) 762 . 9434 OM free). Or (405) 954 3116 City SmesuSKY Slab OH zip •41371.2216 When mailing fees, please use a check a matey order made Cooney UNIT83 STATES parkas' to the Federal Amnion aormastraoon. Physics] Address: Required when mailing address Is a P.O. Box or mat trop. Signalise and Title Requirements for Common Registration Types: (Address) 319 NELSEN AVE IrdINOual meter mutt sign. Me would be owner'. - Faineant/ general partner Hers shoeing 'general panne' as (ACiten) title. czy SANDUSKY stay, ON rc, 44(00 - Capzcation corporate officer or manager signs, stowing full tits. O:w ry UNITED STATES - Unshed SIN CO authorized member. manager. or officer Identified In the LLC organtration exument signs. stowing full tine. TO RENEW REGISTRATION: BEarsaircraft rogistrakn information, • Co-owner each co-owner must sign: shooing *co-owner* as Me. Government motorized person must sign and show Me NI mit SPI FCT the appropriate statement, eNTIT any change In address In the Rate: All signatures must be in let. or other permanent media. spaces below. MLA GATE & SEND form MTh the $5 renewal fee 10 the: FMAircraft Registry, PO Box 26504, Oklahoma City OK 73125-0504, a To correct entries: Draw a MD* Ins through error. Make correct Gnirk in by courier lo: 6425 S Denning Rm 118. Oklahoma City OK 73169-6937 KftRaftlif9) *POOL or compete to form on-Inct. M application form era be rejected t any entry is covered by correction tape or &needy obscured Mi (WE) CERTIFY. THE NAME(S) AND ADDRESSES FROM THE FM FILES FOR THE OWNER(S) OF THIS AIRCRAFT ARE CORRECT. OWNERSHIP TO CANCEL THE REGISTRATION FOR THIS AIRCRAFT: MEETS CITIZENSHP REQUIREMENTS OF 14 CFR 647.3, AIRCRAFT IS GIEGE MI applicable block(s) below, QQMELEZEE Siratt. DAM B MEL NOT REGISTERED UNDER THE LAWS OF ANY FOREIGN COUNTRY. this form with arty *Oa to the: FM /Masa Regisby, PO Box 25504. Oklahoma City. OK. 73125-0504, or by courier to; D UPDATE THE MAILING / PHYSICAL ADDRESS AS SHOWN BELOW. I (WE) CERTFY THE: NAME(S) SHOWN ABOVE FOR THE 6425 S Donning Rm. 118, Oklahoma City OK 73169-6937 OWNER(S) OF THIS AIRCRAFT IS CORRECT, °TRUISM? MEETS THE CITIZENSHIP O CANCELLATION OF REGISTRATION IS REQUESTED. REQUIREMENTS OF 14 CFR 147.3, AIRCRAFT IS NOT REGISTERED O THE AIRCRAFT WAS SOLD TO: UNDER THE LAWS OF ANY FOREIGN COUNTRY. (Shaw puittuiraers name and address.) NEW MAILING ADDRESS O THE AIRCRAFT IS DESTROYED OR SCRAPPED. NEW PHYSICAL ADDRESS: compete If physical address has Mango& a O THE AIRCRAFT WAS EXPORTED - To the new mailing address is a PO Box or Mail Drop. O OTHER, Specify O PLEASE RESERVE N-NUMBER IN THE OWNER'S NAME AND ADDRESS. The SIO reservation fee Is enclosed. SIGNATURE OF OWNER 1 (mune Thee) PRINTED NAME Of SIDNEM pegged field) TITLE (required %id) DATE MediCat* Gmlifee by ROMMakki Orman 7/18/2016 SIGNATURE OF OWNER PRINTED NAME Cf SIGNER TITLE DATE Use page 2 for additional signatures. Fob paid: $5 (201607180909154645NB) AC Fenn 8050-IB (04/12) SDNY_GM_02761143 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248065 EFTA01331583 SDNY_GM_02761144 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248066 EFTA01331584 OMB Comm: Mamba 2120.0729 tapret 04/30•17 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 dear the data fields (from page 2 only) to add more names. Repeat action as needed. 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 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 WILE 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-ID (04/12) REF N -NUM: Ian' SDNY_GM_02761145 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248067 EFTA01331585 SDNY_GM_02761146 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 0024806% EFTA01331586 0 V 0 a 0 ASSIGNMENT OF SPECIAL special Ftegistration Number m REGISTRATION NUMBERS N1 ray. orapenrnrafra Aircraft Make and Model Present Registration Number a ei eressooreeko RAYTHEON AIRCRAFT COMPANY 400A N493LX 8 Federal Aviation Achvirdstration Serial Number Issue Dale: 0 RK-244 Apr 03, 2014 ICAO AIRCRAFT ADDRESS CODE FOR NISIITS - 50260036 This is your authority to cheer the United Stela registretion number on the above described THORAIR LLC aircraft to Be spriel PO BOX 2218 regidnUon number sham. SANDUSKY 0/1 44871-2218 1,1.,1.1“11..1.1,..1...1h.1,1..1.1...111..1.1.1,,I,I...1.1,1 cany duplicate of this form in the aircraft together win the old registneion catiliode as inweim mace* to operate the aharall putting receipt of revised ecnificate of roginratim. Obtain a relied confuse of oirouthlacos from your near- est Flight Standee& Mona (Ake. The Wert FAA Fens 81344, Applitatioo For Airworthhiess on Mc Is doled: Doc 29,2013 The airworthiness cluilfication sad 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 placed on the aircraft. A revised calincate will then be issued. The authority to use the special ca mber exedra: Apr 03, 2015 CERTIFICATION: I certify That thespice] registration nentba '43 plated RETURN FORM TO: on the aircraft dumb Civil Aviation Registry, AFS-750 .... P.O. Box 25504 Signature of adahorna Oty, Oklahoma 73125-0504 Wetea bar OP a • l -r r Title of Owner. it/ , agR. Dale Placed on Aircraft 1140 bi t AC FORM 005044 (9200th Super...la theAcon VAiest SDNY_GM_02761147 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248069 EFTA01331587 r• VWOHni0 All0 VHOHPUO Ca idd„Al; adg ._...89NO*7H hiUl VI 81ilAi V 5193(0312701177 r.:•: • :•. a SDNY_GM_02761148 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248070 EFTA01331588 0a 0 w A Insured Aircraft Title Service, Inc. P.O. Box 19527 Oklahoma City, Ok 73144 (405) 681-6663 4848 SW 36th Street Oklahoma City, Ok 73179 (800) 654-4882 T S beewtmateasecteit.com FAX (405) 681.9299 FEDERAL AVIATION ADMINISTRATION CENTRAL RECORDS DIVISION OKLAHOMA CITY, OKLAHOMA Date: March 6, 2014 Dear Sir/Madam: Please Reserve N in NAME ONLY for. N# Change Request Please Reserve N 1881$ and aggn for the following aircraft N 493LX Make Raytheon Aircraft Co. Model 400A Serial S RK-244 Which is (1) being purchased by (2) registered to )00( 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 FAA. Additional Information: Requested by: ilThays' ifin -L-Aad-n Rosalie Lowman 140851354372 $20.00 03/08/2014 SDNY_GM_02761149 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 0024807I EFTA01331589 ViVONV1U0 Alto VHOHVb10 L7 I Wd 9 OW hiel HS tiOLLYHIS1038 lativant v114 HIlh, 03714 SDNY_GM_02761150 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248072 EFTA01331590 DOCUMENT LEVEL ANNOTATIONS FOR DOCUMENT ARE005658226 RECEIPT 0140210836122 $10.00 01/21/2014. REFUNDED $20 ON RECEIPT 8140651354372 BY MS ON 4/3/2014. NUMBER CHANGE REQUEST DOC ID 04340 FFR 01/21/2014 RET'D. SDNY GM_02761151 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248073 EFTA01331591 SDNY_GM_02761152 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248074 EFTA01331592 MEMORANDUM TO THE FILE RT February 28, 2014 ID DATE AIRCRAFT: N493LX DOCUMENT RETURNED February 28, 2014 (date) Date received: January 21, 2014 Reason returned: Cy EVS 04342 returned not needed. See Rea Conv IMC016800 Doc Id 02858 SDNY_GM_02761153 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248075 EFTA01331593 SDNY_GM_02761154 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248076 EFTA01331594 U.S. Department Flight Standards Service F.O. Box 25504 of Transportation Aircraft Registration Branch. Oklahoma 73126.0504 AFS-750 Federal Aviation Toll Free: WEB Addre http:iiregistry.faa.gov Administration Date of Issue: December 31, 2013 THORAIR LLC PO BOX 2218 SANDUSKY, OH 44871-2218 Fax ATTENTION: IATS T139138 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. daucadv40---- for Walter Hinkley Manager, FAA Aircraft Registry, AFS-750 Federal Aviation Administration AFS-750-FAX-4 (03/10) SDNY_GM_02761155 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248077 EFTA01331595 SDNY_GM_02761156 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248078 EFTA01331596 RECORDED CONVEYANCE FILED IN: U.S. DEPARTMENT OF TRANSPORTATION NAM 493LX FEDERAL AVIATION ADMLNISTRATION SERIAL NUM: RE-244 RAYTHEON AIRCRAFT COMPANY CROSS-REFERENCE—RECORDATION MFR: ODEL: 400A AIR CARRIER: This form is to be used in cases Aura a conveyance covers several aircraft and engines, propellers, or locations File originul of this form with the recorded ccoveyance and a copy in each aircraft folder involved. TYPE OP CONVEYANCE DATE EXECUTED AIRCRAFT SECURITY AGREEMENT DECEMBER 27, 2013 PROM DOCUMENT NO. THOFLMR LLC RT008294 TO OR ASSIGNED TO DATE RECORDED FIFTH THIRD BANK FEB 28, 2014 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: Total Aircraft: I Total Engines: 2 Total Props: Total Score Parts: N493LX WMINT F244-3AP 252767 WMINT F144-3AP 25276E AFS.750-23R (ORAN) SDNY_GM_02761157 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248079 EFTA01331597 SDNY_GM_02761158 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248080 EFTA01331598 O O ru ru a 0 0 0 a 0 Aircraft Security Agreement O between THORAIR, LLC .a6) as the Grantor T D 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 et Engine #2 133641455107 skareerttuna rraro- \El! *IC." iafinianri Pr SDNY_GM_02761159 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248081 EFTA01331599 VWOHYlNO All0 vivountio 86 Z Lid U£ 030 E10/ 3111V 88 NOI1ValS103211011 Wi HIIM 03114 10, GMJ SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, SDNY_15, and0 17 3276116 EFTA_00248082 EFTA01331600 TABLE OF CONTENTS ARTICLE 1. GRANT OF SECURITY INTEREST Section 1.1 . Grant of Security Interest Section 1.2 Grant Effective Section 1.3 Filing of Financing Statements and Continuation Statements Section 1.4 Delivery & Acceptance Section 1.5 ...-- .. . ... — Additional Documents, Information ARTICLE 2. COVENANTS Section 2.1 Registration and Operation Section 2.2 Records and Reports Section 2.3 Maintenance Section 2.4 Replacement of Parts Section 2.5 Afterations. Modifications and Additions Section 2.6 Maintenance of Other Engines Section 2.7 Payment of Ctigations Section 2.8 Change of Name or Location Section 2.9 Inspection Section 2.10 Section 2.11 i; jirncarrici anal Reg ani ;trOatt nr 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 lo the Aircraft Section 3.2 Event of Loss vAth Respect to an Engine Section 3.3 .. .- .--. - - • ••- . - - Application of Payments from Governmental Authorities or other 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 ... . Notice of Loss or Damage. Appticaton of Proceeds Section 4.5 • • • -- - • • • • •. - Reports. Policies. Certificates Section 4.6 -• -•• •• - . • ..• 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 5.6 ••• - - . --. Distribution of Amounts Received After an Event of Default Section 5.7 .— — -- • • .— Suits for Enforcement ARTICLE S. REPRESENTATIONS AND WARRANTIES Section 6.1 .- .--.- - • . • •••• •- ... • Representations. Warranties and Covenants of Grantor ARTICLE 7. SECURITY INTEREST ABSOLUTE Section 7.1 -•-- -•- •-- - - - -- .- Security Interest Absolute ARTICLE 8. SISCELULNEOUS 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 Severabety of Invalid Provisions Section 8.6 Assignment Section 8.7 Benefit of Parties; Successors and Assigns; Entire Agreement Section ea 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 Liabnly ARTICLE 9. DEFINITIONS Section 9.1 Definitions Nerlrl SDNY_GM_02781181 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248083 EFTA01331601 SDNY_GM_02761162 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248084 EFTA01331602 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 taws 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 duty 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 Gran( of Security Interest. The Grantor, in consideration of the premises and ether good and valuable consideration, receipt whereof is hereby acknowledged, and in order to secure the payment ol 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 Grantors 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 'Co*starer) 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 Grantors rights, Me 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) all 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, and any bill of sale pursuant lo 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 and 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 any kind 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 ,curs, or:O SDNY_GM_02781183 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248085 EFTA01331603 SDNY_GM_02761164 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248086 EFTA01331604 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 alt present and future records, logs and other materials required by the FAA (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. g) 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, existing, 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 Wiliams 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 deriver 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 filed 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 foie 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 Accestame. 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 deliver 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), beefs) and specimen signatures of the person(s) authorized to execute and deliver such documents on behalf of Grantor, (d) if required 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 (I) if requested by Secured Party, any and all Rate Management Agreements. ARTICLE 2 -- COVENANTS Section 2.1 Registration and Operation. 010•2020 SDNY_GM_02761165 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248087 EFTA01331605 SDNY_GM_02761166 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248088 EFTA01331606 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 at 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 affect, (in 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 Party, (iii) 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 at the sole risk and expense of Grantor and the Aircraft wil be based at the Primary Hangar Location. Grantor win deliver to Secured Party a written waiver of any Lien or claim cl 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 win be located. Grantor wilt 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 an times by duly qualified pilots who (x) are supplied by Grantor, (y) hold at least a vand 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 fde with the FAA on a 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 required 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 FAA 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 (e) 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 safe 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 FAA 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 cause to be 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 property 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 the PYIS 20 SDNY_GM_02761167 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248089 EFTA01331607 SDNY_GM_02761168 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248090 EFTA01331608 Aircraft to be Aircraft in such operating condition as may be necessary to enable the airworthiness certification of such maintained in good standing at all times under the Act. Section 2.4 Beolacement of Parts. The Grantor, at its own cost and expense, will promptly cause the seized, confiscated. replacement of at Parts which may from time to time become worn out, lost, stolen, destroyed, Grantor, at its damaged beyond repair or permanently rendered unfit for use for any reason whatsoever. In addition, the cost and expense, may permit the removal in the ordinary course of maintenance. service, repair, overhaul or testing own repair or permanently of any Parts, whether or not worn out, lost. stolen, destroyed, seized, confacated, damaged beyond to be rendered unfit for use; provided, however, that the Grantor, at its own cost and expense. will cause such Parts replaced as promptly as possible. All replacement Parts must be free and dear of all Liens (except for Permitted Liens). to, the Pads will be in as good operating condition as. and will have a value and utility at least substantially equal replaced, assuming such replaced Parts were in the condition and repair required to be maintained by the terms hereof. subject to The Grantor's rights, title and interests in all Parts at any time removed from any item of Equipment will remain been the Lien of this Agreement no matter where located. until such lime as such Parts ate replaced by Parts which have specified above. incorporated in such item of Equipment and which meet the requirements for replacement Pads Equipment as Immediately upon any replacement Part becoming incorporated or installed in or attached to any item of provided, without further act. (a) the Grantor's rights, title and interests in such replacement Part will become above Agreement. and such replacement Part will be deemed pad of such item of Equipment for all subject to the Lien of this and (b) the Grantor's purposes hereof to the same extent as the Paris originally incorporated in such item of Equipment, Part will no rights. title and Interests in the replaced Part will be released from the Lien of this Agreement and the replaced provide to the longer be deemed a Part hereunder. The Grantor will, not less often than once during each calendar year, 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 to such alterations and modifications in and additions to the Equipment to be made as may be required from time to time to maintain the certificate meet the standards of the FM and of any other governmental authority having jurisdiction and regulation or order of airworthiness for the Aircraft: provided. however, that the validity or application of any such law, rule, by appropriate proceedings (but only so king as such proceedings do not, in the Secured may be contested in good faith any Partys reasonable opinion, involve any material danger of sale, forfeiture or loss of any item of Equipment. or In addition, the interest, including the Secured Party's security interest or International Interest, therein or related thereto). modifications in Grantor, at no cost or expense to the Secured Party. may. from time to time, cause such alterations and and additions to any item of Equipment to be made as the Grantor may deem desirable: provided. That no such alteration. below the modification and addition win (a) materially diminish the value, Witty or condition of such item of Equipmentthe item of assuming value. utility or condition thereof immediately prior to such alteration, modification or addition, Equipment was then of the value and utility and in the condition required to be maintained by the terms of this Agreement. the Act. The Grantor's or (b) cause the airworthiness certification of the Aircraft to cease to be in good standing under such aeration. rights, title and interests in all Pads added to the Aircraft, the Airframe, or an Engine as the result of will, without further act, be subject to the Lien of this Agreement. Notwithstanding the foregoing modification or addition Event of Default has occurred and is continuing, the Grantor may remove any sentence of this Section 2.5, so long as no is in addition to. Part added to the Aircraft. Airframe, any or an Engine as contemplated in this Section 2.5 if (x) such Part Equipment at the time of and not in replacement of or substitution for, any Part originally incorporated in such item of required to be delivery thereof or any Part in replacement of or substitution for any such Part, (y) such Part is not or installed in or attached or added to such kern of Equipment pursuant to the terms of this Article 2. and (2) incorporated the removal such Part can be removed from such item of Equipment without causing any material damage thereto. Upon of any Part as above provided, such Part will be released from the Lien of this Agreement. which is Section 2.6 Maintenance of Other Engines. Each engine which does not constitute an Engine, but on the Airframe from time to time, veil be maintained, operated, serviced, repaired, overhauled, altered, modified installed and tested in accordance with Section 2.3 to the same extent as if it were an Engine. paid Section 2.7 Payment of Obligations. The Grantor hereby agrees that it will promptly pay or cause to be Collateral (except to the when due all taxes, assessments and other governmental charges imposed with respect to the any material risk of loss or extent being contested in good faith and by appropriate proceedings which do not involve forfeiture). prior written notice Section 2.8 Change of Name OLLocation. Grantor will give Secured Party thirty (30) days or state of organization. At least 10 of any relocation of its chief executive office and of any change in its name, identity wilt (a) duly fide appropriate financing Business Days prior to the occurrence of any such change or relocation. Grantor in all applicable filing office‘a(b) deliver to Secured Party copies of the form of such financing statements. statements Aircraft at (Primary Hangar Location'), Grantor will supply Secured Granter wit hangar the landlord or mortgagee of Lien against the Aircraft which could be held by any Party with a waiver of any Lien or claim of SDNY_GM_02761169 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0024809 I EFTA01331609 SDNY_GM_02761170 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248092 EFTA01331610 the hangar or future aircraft storage facility. Grantor will not remove the Aircraft, or permit the Aircraft to be removed. from 45 designated home airport for a period in excess of thirty (30) days. without the prior written consent of Secured Party. Section 2.9 Inspection. Secured Party will have the right. but not the duty, to inspect the Aircraft, any component thereof, and the Records al any reasonable tine and from time to time, wherever the same may be located, upon reasonable prior written notice to Grantor unless a Default or Event of DefauN has occurred aid is continuing, in which case no prior notice will be required. At Secured Party's request. Grantor will confirm to Secured Party the location of the Aircraft and will, at any reasonable tine and from time to Ikne, make the Aircraft and/or the Records available to Secured Party for inspection. Section 2.10 Aircraft Registration International Registry. Grantor will not change the United States Registration Number of the Aircraft without Secured Party's prior written consent. Grantor will cause to be filed with the FM an FM Bill of Sale, the Agreement, an FM 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 at 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 Akcraft 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 pronly 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 and the Engine) not consented to in writing by Secured Pasty. 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 time 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 Securities 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 hereii, 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. wilt 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, or if the Note is accelerated in accordance with the terms of this Loan Agreement, the outstanding principal and all accrued interest, as well as any other charges due Lender hereunder, Shall 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 Ilene, 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 al actual and reasonable fees, costs and expenses incurred by Secured Party in connection with this Agreement and the other loan Documents, whether or riot the transactions contemplated hereby are consummated, including appraisal fees, Secured Party'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 al other third parties who are engaged by Secured Party to update any FAA, International kik moo SDNY_GM_02761171 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248093 EFTA01331611 SDNY_GM_02761172 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248094 EFTA01331612 Registry or UCC title and/or hen 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 Engine Maintenancl. (a) Both Engines shall at all limes 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 holder's agreement among Grantor, Secured Party, and Service Provider with respect to the Engine Maintenance Agreement, such agreement in form 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, 0) Me 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 (including the priority of Secured Party's Interests) or (B) create or result in an Event of Default. Section 2.16 Continued Subordination. Grantor will continue to subordinate the payment of any note(s) payable obligations in the amount of $2,500,000.00 owed to I/to:Sport, 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 withheld. 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, plus (B) 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 lien 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 12 gvent of Loss with Respect to an Engine. Grantor will delver 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 five (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, utility, and useful life equal to, and in as good an operating condition as. the Engine suffering 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 will 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 Application 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 al any tine 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 follows: 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 Ppm. 20 SDNY_GM_02761173 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248095 EFTA01331613 SDNY_GM_02761174 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248096 EFTA01331614 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. C) 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 al 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 time 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 Riahts Assioned. 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 property 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 law in the geographic location or country in or over which the Aircraft is flown, operated or located; and (ii) the amounts of aircraft lability insurance from line 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 properly of others; c) al-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 instirance to cover the perils of (i) 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 al usurpation of power, hi) strikes, riots, civil commotions of labor disturbances, (in) any act of one or more persons, whether o not agents of a sovereign power, for political or terrorist purposes and whether the toss or damage resulting therefrom is accidental or intentional, (iv) any vandaksm, malicious act 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 Av from A.M. Best, or other rating approved by Secured Party. All insurance policies will be in a form acceptable to Secured Party. 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 wilt (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 canceffation 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 POP of SDNY_GM_02761175 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248097 EFTA01331615 SDNY_GM_02761176 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248098 EFTA01331616 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: 01Permit 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 'Fifth Third Sank and es subsidiaries and affiliated companies including The Fifth Third Leasing Company, and their respective successors and/or 85305.. Section 4.3 No Right to Self-insure. Grantor wil 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 sane or simiar aircraft and approved by Secured Party. Section 4.4 Notice of Loss Damaoe: Aooication 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 wil 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 lienholder's 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 underwriter(s) as to the conformity of such coverage with such requXements; proviled, however, that the Additional Insureds will be under no duty ether to ascertain the existence of or to examine any certificates or reports or to advise Grantor if such insurance does nol comply with the requirements of this section. Nol 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 certificates) of insurance and copies of the lienholder's endorsement evidencing that the coverage requited 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 Grantor's name and on its behalf to make, execute, deliver and fie any instruments or documents necessary in connection therewith, and to take any action as Secured Party (and any such assignee, mortgagee and/or 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 andfor 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 are less than the lesser of (i) 5100,000.00. or (u) ten percent (10%) of the principal amount of the Note if the original 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 after 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 lime when, or at a place in which, such insurance is not in effect velem SDNY_GM_02761177 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248099 EFTA01331617 SDNY_GM_02761178 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248 I 00 EFTA01331618 c) 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; Grantor defaults in the payment or performance of any other obligation to Secured Party or any affiliated Person controling, 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, (I) 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 buyout or (iv) terminate its existence by medlar, consolidation or sale of substantially all of its assets or othenNiSe: j) 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 Grantor's stock 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 inability to pay its debts or obligations generaly 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, q) 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 IDERA in favor of any Person with respect to the Aircraft other than Secured Party; and 5) 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. Pod PY SDNY_GM_02761179 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248101 EFTA01331619 SDNY_GM_02761180 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248 I 02 EFTA01331620 Section 5.2 pemedies. 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 04 the unpaid interest accrued therein, and all of the other sums (i 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 (ii) 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 al such place as Secured Party designates. c) Enter upon any premises where the Aircraft is located and, without nonce to Grantor, lake immediate possession of and remove the same, together with any Engines and Parts, by self-help, summary proceedings or otherwise without any liability of any kind whatsoever on the part of Secured Party lot 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 at 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. f) 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 Grantorr 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 al such sums as collateral for said obligations. g) Exercise any other right or remedy available to Secured Party under applicable law. In addition, Grantor will be liable for a costs, charges and expenses, including reasonable legal fees and disbursements. incurred by Secured Party by reason of the occurrence of any Event of Default or in enforcing Secured Partys rights under the Agreement, before or in connection with litigation and for any deficiency in the disposition of the Aircraft. 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 specifically herein or therein given or otherwise existing may be exercised from time to time and as often and in such ceder as may be deemed expedient by the Secured Party, and the exercise or the beginning of the exercise of any power or remedy will not be construed to be a waiver of the right to exercise at the same tine 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. rune." xi SDNY_GM_02761181 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248103 EFTA01331621 SDNY_GM_02761182 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248 I 04 EFTA01331622 Section 5.5 Power of Attorney. The Grantor hereby appoints the Secured Party or its designated agent as such Grantor's attorney-intact, 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 Distribution 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 wel as payments or amounts then held by the Secured Party as part of the Collateral, 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 (to the extent not previously reimbursed) WI 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 but 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, I 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 States'. within the meaning of the Title 49. Subtitle VII of the United Stales Code. as amended and reoodified, 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 entity except as previously disclosed to Secured Party, and (vi) is not insolvent within the meaning of any applicable stale or federal law, b) Grantor has full power. authority 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. rVr 11 el 20 SDNY_GM_02761183 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248105 EFTA01331623 SDNY_GM_02761184 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248 I 06 EFTA01331624 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: a) 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 (i0 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 Patty) pursuant to. any indenture mortgage, deed of trust. bank loan. credit agreement, or other agreement or instrument to which Grantor is a party. 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) MI 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 Ihe 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 clear of all tens and encumbrances other than the lien 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 wilt defend the Aircraft and the other Collateral against all claims and demands of all other persons claiming any interest therein; 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 or 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; jJ Grantor is the registered owner of the Aircraft, as shown in the records of the FAA and, so long as any of the Obligations remain unpaid, Grantor wit 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 FAA, (ii) filing and recording of this Agreement with the FAA, (iii) 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 breath of warranty or otherwise, against any prior owner, any manufacturer, or any supplier of the Airframe, any Engine, or any Parts; 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. Pow •2 an SDNY_GM_02761185 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248107 EFTA01331625 SDNY_GM_02761186 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248 I 08 EFTA01331626 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 CBS/VI 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, wiR be absolute end unconditional, irrespective of: a) any lack of validity or enforceability of any Loan Document b) the failure 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 00 to exercise any right or remedy against any Guarantor of, or collateral securing, any of the Oblgations: c) any change in the time, manner or place of payment of, or in any other term of. al 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 fl 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 Govemina Law; Jurisdiction. THIS AGREEMENT IS BEING DEUVERED IN THE STATE OF OHIO. THIS AGREEMENT, INCLUDING ALL 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. 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 Pally 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 properly, 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 Slates 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 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. Secured Party and Grantor agree that such state 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. Page Ilan SDNY_GM_02781187 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248109 EFTA01331627 SDNY_GM_02761188 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248110 EFTA01331628 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. M010904A, Cincinnati, Ohio 45263, and if to Grantor at the address set forth in the introductory paragraph of this Agreement or at 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 Time of the Essence. Time is of the essence in the payment and performance of all of Grantor's obligations hereunder and under the other Loan Documents. Section 8.4 Limitation as to Enforcement el 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 a any other Loan Document. Section 8.5 Severability 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 &gement 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 wit 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 sea transfer, assign and/or grant a security interest in all or any part of Secured Partys interest in the Loan Documents or the Aircraft or any part thereof (each, 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") vnll 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 Granter 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. will 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 will 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 aft 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. Pop 14.110 SDNY_GM_02761189 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248 II I EFTA01331629 SDNY_GM_02761190 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248 I 12 EFTA01331630 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 fairs to pay or do at 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 will 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 unlmth 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 stria liability in tort, negligence, breach of warranties or Grantor's failure to comply fully with applicable law or regulatory requirements: provided, that the foregoing indemnity will 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, bul 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 counterpans, 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. If 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 Definitionl. 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 here-h. 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'. 'hereof", 'hereunder or other like words means this Aircraft Secunty 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) are installed 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 Stales Registration Number and r/0.e.rm SDNY_GM_02781191 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248 1 1 3 EFTA01331631 SDNY_GM_02761192 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248 I 14 EFTA01331632 manufacturers serial number specified on Schedule 1 attached hereto. (ii) any and all avionics, appliances, instruments, accessories and pans, 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 'Cape Town Treaty' has the meaning provided in 49 U.S.C. §44113(1). 9) '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 horn lime to time, and any successor statute. j) '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 at least 1750 lb of thrust or its equivalent), whether or not from time to time installed on the Airframe or any other airframe, (ii) any replacement engine which may from time to time be substituted for the Engine pursuant to the terms of the Agreement, and (iii) in each case, any and all pans which are from lime to time incorporated or installed in or attached to the Engine and any and all parts 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' 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 seller or either of their agents or nominees pursuant to any warranty settlement or patent indemnity settlement; (ill) 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: (iv) the Aircraft is prohibited from use for 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 a 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. '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 Obkgation if, and to the extent that, such Swap Obligation is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or 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 attributable to swaps for which such Swap Obligation or security interest is or becomes illegal. Pa. ltMH SDNY_GM_02761193 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248 1 1 5 EFTA01331633 SDNY_GM_02761194 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248116 EFTA01331634 r) 'FAA' means the United Slates Federal Aviation Administration or any governmental Person. agency or other authority succeeding to the functions of the Federal Aviation Administration. s) '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 Patty. 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 pad 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 V.S.C. §44113(3). z) 'Lien' means any assignment, mortgage, pledge, lien, charge. encumbrance, lease security, interest International Interest. Prospective Assignment, Prospective International Interest, or any claim or exercise of rights affecting the title 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 Rale 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 full, 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 premkrn in an amount equal to 3% of the then outstanding principal balance remaining under the Note. cc) 'Modified Following Business Day Convention' means the fist following day that is a Business Day unless lhat 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' mean. 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 lo, 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. ff) '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 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 International Interest' shall have the meaning provided thereto in the Cape Town Treaty. 'Permitted Lien' means: 0) 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 are 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). 4.0 I? SDNY_GM_02761195 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248117 EFTA01331635 SDNY_GM_02761196 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248 I 18 EFTA01331636 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. II) '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 Nextant Aerospace. 1.1C as seller, and Grantor as buyer, as it may be amended, modified or supplemented from time to time. nn) "Rate Management Agreement" means any agreement, device or arrangement providing for payments which we 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 rale 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 ponies confirming transactions thereunder, all whether now existing or hereafter arising, and in each case as amended, modified or supplemented from time to tore. oo) 'Rate Management Obligations means any and all obligations of Grantor to Secured Party or any affiliate of Filth Third Bancorp, whether absolute, 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 (10 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 Obllgatlon' 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" SDNY_GM_02781197 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002481 I 9 EFTA01331637 SDNY_GM_02761198 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248 I 20 EFTA01331638 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 NIA T Title: Pltsfdenf o rtrinc.,ifs Mt(Pbt, Address: 2520 South Campbell Street, Sandusky, OH 44070 Attention: Telecopier: STATE OF CAI O ) ss COUNTY OF Fr 1.0 On this e day of December, 2013. before me the syDacnber personally appeared 6,A, Ih..37:3-12reho being by me dultsworn, did depos and s§y‘ that he resides al 2 ti < County. State of b'ncm • that he is the VierninCY3 5t- of I TiCif kir 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. • ad /Ai Am NOTARY PUbLIC My Commission Expires: JACQUE". YN NOTARY e-tat.IC STATE OF OHIO Recorded in Marina County My commission expires Sep. :P. 2016 Paso IDS 20 SDNY_GM_02761199 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248121 EFTA01331639 A SDNY_GM_02761200 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248 I 22 EFTA01331640 SECURED PARTY: FIFTH THIRD BA By: Name: Christen Hy* The: Vice President Address: 38 Fountain Square Plaza Cincinnati, Ohio 45263 Attention: Teleccpier. N/P STATE OF COUNTY OF Ffavviikhri;ss On this 11 14day of December, 2013. before me the subs • er per on ly appeared Etiln.theAl being by,me dtly.swfstrli, did depose and say; that he resides at County, State of Ohio: that tfe Is a t reAiastliliiiFifti Third bank, the entity described in and which executed the foregoing instrument and that he sig ed his name thereto by order of the Board of Directors of said corporation. NoTARP PUBLIC My Commission Expires: PAULA D. McOUEEN Rotary Mir., State of Ohio COmmission EONS Caolar 21,2018 Pep 20 73 SDNY_GM_02761201 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248 I 23 EFTA01331641 SDNY_GM_02761202 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248 I 24 EFTA01331642 Schedule 1 to Aircraft Security Agreement Airframe Make and Model: Raytheon Aircraft Company 400A United Slates Registration Number: N493LX Airframe Manufacturer's Serial Number: RK-244 Engine Make and Model: Williams International FJ44-3AP Engine Manufacturer's Serial Numbers: 252767 and 252768 Avionics: Rockwell Collins Pro Line 21"t Avionics Suite with two Primary Flight Displays (PFD), two Multi-Function Displays (MFD). Single IFIS electronic chat installation, Dual solid-slate AHRS-3000S, TCAS-II, WAAS/LPV Enablement, 406 MHz ELT and DBU-5000 data loader Additional Features: XM Weather providing graphical weather display on either MFD, Aircell Assess@ System: Combined high-speed wireless inlemet 8 dual Satellite phones Cabin Equipment 8 Ertenainment Features: Senate . 'CM. I SDNY_GM_02761203 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248125 EFTA01331643 SDNY_GM_02761204 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248 I 26 EFTA01331644 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 UNKED 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 Chen 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 cooperate wilh the authorized party wkh 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 wntten 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, LLC By: EXHIBIT A- DO NOT SIGN Name: Title: NASA - POW , On SDNY_OM_02761205 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248127 EFTA01331645 CERTIFICATE I hereby certify that I have red this instrument with the origi nstrument and it is a true and c of said original. VIIOHV-1)40 ALSO IINOHY1>I0 Oh 2 IM 0£ 030 (101 BO NOIIVILLSIO3II VV,.I N11M 03114 SDNY_GM_02761206 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248128 EFTA01331646 DOCUMENT LEVEL ANNOTATIONS FOR DOCUMENT ARE005634587 Orig #7130 tet'd to CND SDNY_GM_02761207 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248129 EFTA01331647 SDNY_GM_02761208 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248 I 30 EFTA01331648 D Q a 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 favor of Fifth Third Bank (lhe 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: 0) 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 (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 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, L By: Name: '41 •4(a- nAe.Ise.) Title: Thor tut, Inc SDNY_GM_02761209 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248131 EFTA01331649 VPIOHV1)10 ALIO VPIOHMIO 61? Z ltld 0£ 030 EIOZ 119 NOLLVILLS1031114VHOBIV YU KIM 0311d SDNY_GM_02761210 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248132 EFTA01331650 DOCUMENT LEVEL ANNOTATIONS FOR DOCUMENT ARE005467132 See Recorded Cony URT008294 Doc Id 07131 SDNY_GNI_02761211 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248B3 EFTA01331651 SDNY_GM_02761212 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248 I 34 EFTA01331652 g 0 a 0 DELCARATION 0 of INTERNATIONAL OPERATIONS 0 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 Helohts, OH with a destination of Windsor. Ontario. Canada required route between two points in the United States Involves international navigation, explain under Comments below, e.g. 'partly over Canada- or 7partly in international airspace.] Expedited registration in support of this international flight is requested this day of IC rrnb€.r 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). Name of Owner: Thorkc , LLC .....„..... \\....„..... Signature: l...-"' Typed Name and Title of Signer raj" ci 4,A/59Ift 1:44( .) (scrod{ *If required route between two points in the United States involves international navigation, explaiq under Comments, e.g. "partly over Canada" or "partly in international airspace". Comments: Please fax the flying time wire to lnsurp tle Service Inc. at i In'. jr n. r Filed by: '' AD- 441* Rosalie Lowman Insur Service Inc Phone SDNY_GM_02761213 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248 I 35 EFTA01331653 VIAIOHV1NO A110 VVIOHV-010 91 € 418 0£ 330 WE 10210813r 138 NOUNtilS1938 al HUM 03114 SDNY_GM_02761214 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248136 EFTA01331654 FORM APPROVED OMB No. 2120-0042 UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION PCOISRAI.AWATION AOMINISTRATION•IMIKE PAOPIRONInf AilltONAUTICAt. WINTER 7 AIRCRAFT REGISTRATION APPLICATION CERT: ISSUE DATE TATES REGISTRATI0N NUMBER N 493I_X AIRCRAFT MANUFACTURER & MODEL Raytheon Aircraft Ccrrpany 400A AIRCRAFT SERIAL NO. RK-244 FOR FAA USE ONLY TYPE OF REGISTRATION (cotes One box) 01. Individual 02. Partnership 0(3. Corporation Oa. Co-Owner ❑ 5. Government D O 8. Non-Citizen Corporation 0 9. Non-Citizen Corporation Co-Owner NAME OR APPLICANT (Person(s)) shown on evidence of ownership. 11 Individual. give last name. first name. and middle initial.) 4110 ThorAir, LLC Physical Address: 312 Neilsen Ave. Sandusky, OH 44870 TELEPHONE NUMBER: ( I ADDRESS (Permanent mailing address for Met aPPliCent on list) (II P.O. Sox Is used: physical address must also be shOwn.) Number and street: PrO. Box 2210 SI) !le.; I ,,,,-t a ye. Rural Route: P.O. Box: ,a...a.J $s" CITY STATE ZIP CODE Sandusky OH 44871 0 ' CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! following Read the statement before signing this application. This portion MUST be completed. A false or dishonest answer to any question in this application may be grounds for punishment by line and/or imPrleOnment (U.S. Code. Title 18. Sec. 1001). IIIUWE CERTIFY: CERTIFICATION (1) That the above *Petrel is owned by the undersigned applicant, who Is a citizen (including corporations) of the United States. (For voting trust, give name of trustee: / or' I:HECK ONF AC APPROPRIATE' a. 0 A resident alien, with alien registration (Form 1-.151 or Form 1-551) No. A non-cIttren corporation organized and doing business under the laws of (state) b. 0 and said aircraft Is based and primarily used In the Untied States. Records or night hours are 'Wettable for inspection at (2) That the aircraft is not registered under the laws of any foreign country; and (3) That legal evidence of ownerShip is attached or nes been filed with the Federal Aviation Administration. NOTE: If executed for co -ownership all applicants must sign. Use reverse aide if necessary. ' ' . TYPE OR PRI NAME BELOW SIGNATURE SIGNATURE DATE EACH PART OF THIS \---- litli P , -....aa........ - k -- SIGNATURE TITLETA xv . 5 / 20,- i- r..Les.C . DATE APPLICATION MUST ( -11'1O, 15nen .1 I- i s i lin.e...P1.-tine„C BE SIGNED IN INK. DlakYLC k SIGNATURE Tote DATE • NOTE Pending receipt of the Certificate of Aircraft Regis ration• the aircraft may be operated fOr a period not h of 90 days. during which time the PINK copy of this application must be carried in the aircraft. AC Form 8050-1 (5/12) (NSN 0052-00-628-900T) SDNY_GM_02761215 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248 I 37 EFTA01331655 • • ViVOWVINO All9 VP4OHV1NO 8T T bid 0£ 830 1102 ?JO NOILVIIISI03LI r VV1 SDNY_GM_02761216 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248138 EFTA01331656 0 O UNITED STATES OF AMERICA FORM APPROVED OMB NO. 2120-0042 O U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADIANISTRATON 0 AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL 3 0 AND BENEFICIAL TITLE OF THE AIRCRAFT 0 DESCRIBED AS FOLLOWS: UNITED STATES 3 REGISTRATION NUMBER N493LX AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. O RK-244 V DOES THIS 3Or" DAY OF Dec. ., 2013 0 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: Do Not write In TN, BLock FOR FAA 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, 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 so'" DAY OF Dec. , 2013. NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPED OR PRINTED) (IN INK) (IF EXECUTED FOR (TYPED OR PRINTED) CO-OWNERSHIP, ALL MUST SIGN.' SELLER NEXTANT AEROSPACE, LLC MICHAEL A. ROSSI MANAGER I, ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) 133041333458 ORIGINAL: TO FAA $5.00 12/30/2013 AC Form 8050-2 (1109) (NSN 0052-03-829-0003) Supersedes Previous Edition 'Aircraft used henail shagI'M.mg &moms- °escaped below and the 11111i0 MOM n 1414 aircraft emjnesyith manufacturers serial numbers anall-P8 and e2591U1 SDNY_GM_02761217 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248139 EFTA01331657 VHOH1/1)10 1110 VIVOI1V1NO 91 T Wd 0£ 3d0 £102 aB NOIIIMIS103211AVIJOWV VV! HIIM 03114 SDNY_GM_02761218 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248140 EFTA01331658 O 0 UNITED STATES OF AMERICA FORM APPROVED OMB NO. 2120-0042 U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION 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: 0 UNITED STATES 0 a REGISTRATION NUMBER N493LX 0 AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. 0 RK-244 0 DOES THIS ,ATM DAY OF 1 ., 2013 0 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 (St ONE 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. TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS '" DAY OF 2013. XI -?ec • NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPED OR PRINTED) (IN INK) OF EXECUTED FOR (TYPED OR PRINTED) CO-OWNERSHP, AU. MUST SIGN.) CL FLIGHT OPTIONS, LLC -.--"{-..------ VP ADMINISTRATION U.I -1 -I MICHAEL METERA & CONTRACTS LLI U) ACKNOWLEDGEMENT INOT REQUIRED FOR PURPOSES OF FM RECORDING: HOWEVER. /MY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (1/09) (NSN 00524)04294003) Supersedes Previous Edition 'Ain:callused herein shall Include Na airframe deser.ted helves and the 1,0;11) Wert. model FSNy airaahengineSveLh rnantdacluiees serial numbers 252 7 l08 and a5,aiks-) SDNY_GM_02761219 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248141 EFTA01331659 VIMP/1)10 VII0HV1710 5T T Lid OE 030 Et01 NOUVU1SID3ti 1080111V HUM 03113 SDNY_GM_02761220 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248 I 42 EFTA01331660 0 0 O • FAA RELEASE OF LIEN The Prudential Insurance Company of America - Collateral Agent, as secured party 8 under the Security Agreements and Amendments to Security Agreements (the 'Security a 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 Aircraft and Engines ("Aircraft and Engines") described and defined on Exhibit A attached hereto. a W IN WITNESS WHEREOF the parties have signed this FM Release of Lien as of this ars day of Inicurr.in 2013. O The Prudential Insurance Company of America as Collateral Agent By: OA JO owe Name: Title: Vice President SDNY_GM_02761221 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248 143 EFTA01331661 VH0HTDI0 ADD ni0HV1)10 Th E Wd .8Z !NW Mil H8 NO108.1310311 liV802111/ V114 HUM 03114 SDNY_GM_02761222 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248144 EFTA01331662 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 FM 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_02761223 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248 I 45 EFTA01331663 VWOHVI)10 All0 VWOHV1NO Th C bid 82 UN £102 aB NOILVIIISID38 14V83WV SLIM 03114 SDNY_GM_02761224 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248 I 46 EFTA01331664 DOCUMENT LEVEL ANNOTATIONS FOR DOCUMENT ARE004629477 See recorded conveyance number KT006654 et al Doc ID 6550 SDNY_GM_02761225 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248I47 EFTA01331665 SDNY_GM_02761226 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248 I 48 EFTA01331666 RECORDED CONVEYANCE FILED IN: U.S. DEPARTMENT OF TRANSPORTATION NNIIM: 493IX FEDERAL AVIATION ADMINISTRATION SERIAL NUM: RE-244 MFR:RAYTHEON AIRCRAFT COMPANY CROSS-REFERENCE-RECORDATION MODEL: 400A AIR CARRIER: This form is to be used in cases where a conveyance coven several aircraft and engines, propellers, or locations. File original of this kern with the recorded conveyance and a copy in each aircraft folder involved. TYPE OF CONVEYANCE DATE EXECUTED FIRST AMENDMENT TO AIRCRAFT SECURITY AGREEMENT (S/N R/C-244) JANUARY 10, 2013 (SEE RECORDED CONVIKT006654, DOC ID 6550, PG I) FROM DOCUMENT NO. FLIGHT OPTIONS LI:C CW00641I TO OR ASSIGNED TO DATE RECORDED PRUDENTIAL INSURANCE COMPANY OF AMERICA JAN 24, 2013 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: Total Aircraft: i Total Engines: 2 Total Props Total Spare Parts: N493LX P&W C JTI5D-5 PCE-JA0256 P&W C 1715O4 PCE-JA0257 AFS-750-23R (028/09) SDNY_GM_02761227 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248149 EFTA01331667 SDNY_GM_02761228 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248150 EFTA01331668 I hereby certify this is a hue exact I ed Title iviCe, Ing. FIRST AMENDMENT TO AIRCRAFT SECURITY AGREEMENT (SIN RK-244) 3 a THIS FIRST AMENDMENT TOAIRCRAFT SECURITYAGREEMENT(S/N RK-244) (thissAmendmenr) 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). a RECITAI 9 a A. Borrower has executed an Aircraft Security Agreement (SIN RK-244) dated as of November 16, 2011 (as amended and assigned from time to time, 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, 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 manufacturer's serial number RK-244 and U.S. Registration No. N493LX, as more fully described on Exhibit A hereto (the 'Aircraft'). 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 SecurityAgreernent. 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 Amendmenta. From and after the date of this Amendment: (a) The Security Agreement is hereby amended by deleting Section 2.40) in its entirety and replacing it with the following: '0) 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 Pavmenr 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 hereto and made a part hereof. 130111523347 $15.00 01/11/2013 2581729 (RK.244 AMENDMENT) SDNY GM 02761229 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_00248151 EFTA01331669 VPI0HY1)10 A.110 VWOHV1)10 ST £ Lid TT NOP CIO? klEINOLINU/S1031110130LIIV VIM HAIM 03114 SDNY_GM_02761230 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248152 EFTA01331670 (d) The Security Agreement is hereby amended to delete Annex E to the SecurityAgreement 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 Exhibit D attached hereto and made a part hereof. 2. References in Security Agreement. Each and every reference in the Security Agreement to lhis 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 SecurityAgreement 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; (d) 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 Eittibit B 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 (9A-244 AMENDMENT) SDNY_GM_02761231 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248153 EFTA01331671 SDNY GM 02761232 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248 I 54 EFTA01331672 Amendment, including, but not limited to. the negotiation, making. borrowing, administration, enforcement and /or 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. shaft 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, itlegal 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 (RK-244 AMENDMENT) SDNY_GM_02781233 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248155 EFTA01331673 SDNY_GM_02761234 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248156 EFTA01331674 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective officers thereunder duly authorized, all as of the date first set forth above. FLIGHT OPTIONS, LLC By: 4 44 1 ....r j Name: Michael J. Sitves Title: Chief Executive fficer THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By: Name: Title: 2581729 (RK•244 AMENDMENT) SDNY_GM_02761235 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248 I 57 EFTA01331675 SDNY_GM_02761236 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248158 EFTA01331676 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective officers thereunder duly 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 ga 14/_/, tAP Name: Roderick L. Roberts Title: Vice President 2581729 (RK-244 AMENDMENT) SDNY_GM_02761237 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248159 EFTA01331677 SDNY_GM_02761238 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248 I 60 EFTA01331678 EXHIBIT A TO AMENDMENT DESCRIPTION OF SECURITY AGREEMENT Aircraft Security Agreement (SIN 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 manufacturer's serial numbers PCE-JA0256 and PCE•JA0257 (described on the International Registry Manufacturers 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_02761239 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA (X)248161 EFTA01331679 SDNY_GM_02761240 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248 I 62 EFTA01331680 EXHIBIT 8 TO AMENDMENT [INTENTIONALLY OMITTED FOR FAA FILING PURPOSES] 6 (RK-244 AMENDMENT) 2561729 SDNY_GM_02761241 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248 I 63 EFTA01331681 SDNY_GM_02761242 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248 I 64 EFTA01331682 EXHIBIT C TO AMENDMENT [INTENTIONALLY OMITTED FOR FAA FILING PURPOSES) 2581729 7 (RK•244 AMENDMENT) SDNY_GM_02761243 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248 I 65 EFTA01331683 SDNY_GM_02761244 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248 I 66 EFTA01331684 EXHIBIT D TO AMENDMENT [INTENTIONALLY OMITTED FOR FAA FILING PURPOSES] 2581729 8 IRK-244 AMENDMENT) SDNY_GM_02761245 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248 I 67 EFTA01331685 VIVOHY1NO All0 VADFIV1NO ST £ lid TT NYr CIO/ 1i0 NOW/dISIDP1 11%%ant VVd HIM 03111 SDNY_GM_02761246 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248 I 68 EFTA01331686 DOCUMENT LEVEL ANNOTATIONS FOR DOCUMENT ARE004430869 ORIG AMEND S/A RET'D TO IATS DOC ID 0756, 1/11/2013 SDNY_CPO_02761247 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248I69 EFTA01331687 SDNY_GM_02761248 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248 I 70 EFTA01331688 RECORDED CONVEYANCE FILED IN: U.S. DEPARTMENT OF TRANSPORTATION NNUM: 4931X FEDERAL. AVIATION ADMINISTRATION SERIAL NUM: RIC•244 MPR: RAYTHEON AIRCRAFT COMPANY CROSS-REFERENCE-RECORDATION MODEL: 400A AIR CARRIER: This form is to be used in eases where a conveyance covers several aircraft and engines, propellers, or It:cations. File original of this form With the recorded conveyance and a copy in each aircraft folder involved. TYPE OF CONVEYANCE DATE EXECUTED AIRCRAFT SECURITY AGREEMENT (SIN RIC-244) 11/16/11 FROM DOCUMENT NO. FLIGHT OPTIONS LLC KT006654 TO OR ASSIGNED TO DATE RECORDED THE PRUDENTIAL INSURANCE COMPANY OF AMERICA DEC 14, 2011 THE FOLLOWING COLLATERAL IS COVERED BY 7111 CONVEYANCE: Total Airmail: I Total Engines: 2 Total Props: Total Spare Pans: N493LX P&W C ITI5D-5 PCE-JA02.56 P&W C ITI5D-5 PCB-1/%0257 "IDERA MRSTWLIFt MMIM SDNY_GM_02761249 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248171 EFTA01331689 SDNY_GM_02761250 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248 I 72 EFTA01331690 CERTIFIED COPY Tow RECORDED BY FAA t AIRCRAFT SECURITY AGREEMENT (SIN RK-244) 0 0 3 THIS AIRCRAFT SECURITY AGREEMENT (SIN RK-244) (together with all Addenda, Riders and 20 Annexes hereto, this 'Agreement") is dated as of November If..0. 2011 (the 'Closing Date") by FLIGHT 3 OPTIONS, (SC, a Delaware limited liability company ("Borrower), in favor of THE PRUDENTIAL ll INSURANCE COMPANY OF AMERICA, as collateral agent ('Arfenr) for the Lenders (as defined below) with a notice address of: do Prudential Capital Group — Commercial Asset Finance, 3350 Riverwood i Parkway, Suite #1500. Atlanta, GA 30339, Attention Managing Director. a a RECITALS i A. The Prudential Insurance Company of America (TICK) and/or Ferry Sheet I LLC ("Ferric; i and together with PICA, tenders") are parties to certain loan and aircraft security agreements, a ., promissory notes (the 'Notes') and other loan documents securing, evidencing or relating to loans o financing the Financed Aircraft (the "Existina 00600)60ln. 0 i',2 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 K on the Additional Aircraft and related collateral. ;I 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 Vne 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) Borrower's 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; (ii) 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) Borrower's federal taxpayer identification number, state-issued organizational identification number (if any) and chief executive office and principal place of business address are al 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 113201547419 hereby certify that l have compared this with the 315.00 11/16/2011 2390767 original and it is a true and correct copy ther 6.244 SECURITY AGREEMENT) SDNY_GM_02761251 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_00248173 EFTA01331691 MOHY1)10 Alla VII0HrINO z7 c Lid 9T [ION 110? He NOIIVELLSID38 LAISOt'i Vtrd HAIM 03114 SDNY_GM_02761252 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248174 EFTA01331692 (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 FM, 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 FM Entry Point Filing Form International Registry (AC Form 8050-135)) with the FM 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 Borrowers 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 &rex 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; 2394787 2 CRK.244 SECUMTY AGREEMENT) SDNY_GM_02781253 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248175 EFTA01331693 SDNYGM02761254 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248 I 76 EFTA01331694 (k) the Airframe is type certified by the FAA 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 FAA 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 FAA 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 Agent's 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 (ii) it shall 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 win 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; (0 obtain or cause to be obtained as promptly at possible any governmental, 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 2394787 3 (RK-244 SECURITY AGREEMENT) SDNY_GM_02761255 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248177 EFTA01331695 SDNYGA402761256 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 0024%178 EFTA01331696 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 an. Borrower will file 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; (ii) pay when due all license and/or 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 govemmental 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 Payment) 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 (i) 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 FAA; (B) Borrower shall 2394787 4 (RK•244 SECURITY AGREEMENT) SDNY_GM_02781257 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248179 EFTA01331697 SDNY_GM_02761258 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248 I 80 EFTA01331698 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 Borrower's 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 FAA and shall at all times be In kill 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 Borrower's 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 Agent's 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 teasing 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 govemmental 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 FAA, 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 andfor 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. Security. 2394767 5 (RK-244 SECURITY AGREEMENT) SDNY_GM_02761259 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0O248181 EFTA01331699 SDNYGM02761260 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 0024%18? EFTA01331700 (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 Pails 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 (RK.244 SECURITY AGREEMENT) SDNY_GM_02761261 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248183 EFTA01331701 SDNY_GM_02761262 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248 I 84 EFTA01331702 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. (0 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. (9) 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 governmental 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 Borrowers compliance with the provisions of this Section 2.5(1)), Borrower shall provide Agent with evidence of Borrowers 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 A.M. Best or comparable agency rating of less than -A-'): (i) (A) comprehensive aircraft and general liability insurance against bodily injury or property damage claims including, without limitation, contractual 'Lability, 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 $150,000,000.00 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 tknes 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), (h) 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 2390767 7 (R1(444 SECURITY AGREEMENT) SDNY_GM_02761263 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0O248185 EFTA01331703 SDNY_GM_02761264 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248 I 86 EFTA01331704 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) 5200,000.00, 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 5200,000.00 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 $200,000.00. (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) Annualy 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 shaft, 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 Loss. (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) SDNY_GM_02761265 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248187 EFTA01331705 SDNY_GM_02761266 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248 I 88 EFTA01331706 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 fumish 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 "API! (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 withresped 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 su any damage requiring the FM to be notified of such damage by use of an FAA 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. 2394767 g (RK-244 SECURITY AGREEMENT) SDNY_GM_02761267 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248189 EFTA01331707 SDNY_GM_02761268 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248 I 90 EFTA01331708 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 -Collaterall: (i) the Aircraft, including the Airframe, each of the Engines, the APU and the Records; (ii) the Parts; (iii) any and all 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 Patty 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 Agent Appointed as Attorney-in-Fat. 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 FAA 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 Agent's or either Lender's 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. 2394767 10 (RK-244 SECURITY AGREEMENT) SDNY_SM_02761269 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248191 EFTA01331709 SDNYGM02761270 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 0024%19? EFTA01331710 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 co 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 (t) 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_02761271 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248193 EFTA01331711 SDNY_GM_02761272 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248 I 94 EFTA01331712 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 shall 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 0) any judgment, attachment or garnishtnent against Borrower with respect to aggregate claims in excess of $500,000.00 (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 piupel ty; (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; (D) 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 Pad, manage, sell, lease, assign or otherwise dispose of the Airframe and/or any 2394767 12 (RK-244 SECURITY AGREEMENT) SDNY_GM_02761273 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248195 EFTA01331713 SDNY_GM_02761274 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248 I 96 EFTA01331714 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 Borrowers 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) (*Net Proceeds') based on such Lenders 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 sale 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 subparagraphs (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) SDNY_GM_02761275 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248197 EFTA01331715 SDNYGM02761276 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248198 EFTA01331716 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 unreasonablV 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 Ngtag. 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 (hi) three (3) Business Days after being deposited in the U.S. mail, retum 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 Agents security interest, security assignment and Lien thereon, including any discharges and subordinafions required to maintain such first priority and to remove or discharge any Liens not constituting Permitted Liens, or (iii) Borrowers 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 FAA Counsel and of Agents and each Lender's counsel, consultants and brokers, UCC, FM, 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. 2394767 14 (RK.244 SECURITY AGREEMENT) SDNY_GM_02761277 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248199 EFTA01331717 SDNY_GM_02761278 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 0024820() EFTA01331718 (b) Borrower hereby further agrees to pay, indemnify, and hold Agent and each Lender and their respective Affiliates and all of Agent's and each Lenders 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; Q, Agent may, at Borrower's expense, retain outside counsel to aid in review of the reorganization documentation. 6.3 Loire 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. Tine is of the essence in the payment and performance of all of Borrowers 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. 2394167 15 (RK-244 SECURITY AGREEMENT) SDNY_GM_02761279 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248201 EFTA01331719 SDNYGM02761280 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 0024%20? EFTA01331720 6.5 Lenders Assignment. Each Lender, may at any time, with or without notice to Borrower, grant a security interest in, sell, assign or otherwise transfer (an "Assignment's) 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 international 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 Lenders 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 International 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 Lender's 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. 2794767 16 (RK-244 SECURITY AGREEMENT) SDNY_GM_02761281 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248203 EFTA01331721 SDNY_GM_02761282 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248204 EFTA01331722 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) 2364787 17 IRK-244 SECURITY AGREEMENT) SDNY_GM_02761283 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0O248205 EFTA01331723 SDNY_GM_02761284 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248206 EFTA01331724 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: /4 TO-4V /m Title: Cho( 1- thare/41 Offi c C"— Notke Address: Flight Options, LLC 26180 Curtiss-Wright Parkway Cleveland, Ohio 44143 . Mn: Chief iv r Telephone: Facsimile: with a copy to: Flight Options Holdings II, Inc. 26180 Curtiss-Wright Parkway Cleveland, Ohio 44143 Attn: Treasurer Telephone: Facsimile: 2394767 (RK•244 SECURITY AGREEMENT) "3 SDNY_GM_02761285 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248207 EFTA01331725 SDNY_GM_02761286 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248208 EFTA01331726 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 ("OTC Terms") have the meaning set forth in and/or intended by the 'Cane 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, 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 "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 Registry') 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 'contract"; 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, Pans, 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, govemmental 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 (iil), 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 FAA approved maintenance program with respect 2394767 19 (RK-244 SECURITY AGREEMENT) SDNY_GM_02761287 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248209 EFTA01331727 SDNY_GM_02761288 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248210 EFTA01331728 to the Airframe, the Engines, any APU or Part, and (F) any Computerized Maintenance Monitoring Program or Engine Maintenance Program. APU 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 dose. 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; (ii) 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 Proorarn 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; (ti) 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 cReouisition of user (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 properly 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_02761289 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0024821I EFTA01331729 SDNYGM02761290 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248212 EFTA01331730 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. EM 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. FARE shall mean the Federal Aviation Regulations and any Special Federal Aviation Regulations (Title 14 C.F.R. Part I 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 limitation, 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 Damaoe 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 (iii) 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 2399767 21 (RK-244 SECURITY AGREEMENT) SDNY_GM_02761291 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248213 EFTA01331731 SDNY_GM_02761292 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248214 EFTA01331732 incorporated or installed in or attached to the Airframe, any Engine or any API), 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 UCC), 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 FAA 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 Borrowers 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. Reaisterable Interests shall mean all existing and prospective international interests and other interests, rights and/or notices, sales and prospective sales, assignments and subordinatlons, in each case, susceptible to being registered at the International Registry pursuant to the Cape Town Convention. 2349767 22 (RK-244 SECURITY AGREEMENT) SDNY_GM_02761293 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248215 EFTA01331733 SDNYGM02761294 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002482 I 6 EFTA01331734 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 (h) 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_02761295 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248217 EFTA01331735 SDNY GM 02761296 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002482 I 8 EFTA01331736 ANNEX B [INTENTIONALLY OMITTED FOR FAA FILING PURPOSES] 2394767 24 (RK-244 SECURFTY AGREEMENT) SDNY_GM_02761297 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248219 EFTA01331737 SDNY_GM_02761298 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248220 EFTA01331738 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 Manufacturer's 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) (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_02761299 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248221 EFTA01331739 SDNY_GM_02761300 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248222 EFTA01331740 SCHEDULE A TO ANNEX C AVIONICS AND EQUIPMENT vionics: 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 Eauioment 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 dub, 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 SECURITYAGREEMENT) SDNY_GM_02761301 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248223 EFTA01331741 SDNY_GM_02761302 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248224 EFTA01331742 ANNEX D [INTENTIONALLY OMITTED FOR FAA FILING PURPOSES] 2394767 27 (RK•244 SECURITY AGREEMENT) SDNY_GM_02761303 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248225 EFTA01331743 SDNY_GM_02761304 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248226 EFTA01331744 ANNEX E [INTENTIONALLY OMITTED FOR FAA FILING PURPOSES] 2394767 28 (RK-244 SECURITY AGREEMENT) SDNY_GM_02761305 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248227 EFTA01331745 SDNY_GM_02761306 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248228 EFTA01331746 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 Manufacturers List as RAYTHEON AIRCRAFT COMPANY model 400A) aircraft bearing manufacturer's 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 oartv") 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_02761307 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248229 EFTA01331747 SDNYGM02761308 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248230 EFTA01331748 ANNEX G [INTENTIONALLY OMITTED FOR FM FILING PURPOSES] 2391767 30 (FIK-244 SECURITY AGREEMENT) SDNY_GM_02761309 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0024823 I EFTA01331749 SDNY_GM_02761310 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248232 EFTA01331750 CLOSING TERMS ADDENDUM (-Closina Terms Addendum') to Aircraft Security Agreement (SIN RK-244) dated as of November 2011 (the "Agreement"), by FLIGHT OPTIONS. LLC, a Delaware limited liability company ("Borrowers) in favor of THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, as collateral agent ('ikoenr). 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, copies 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 FAA 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) if 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; a) 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 FAA Agent's Lien in the Collateral, and (2) register Agent's 2394757 31 (RK-244 SECURITY AGREEMENT) SDNY_GM_02761311 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248233 EFTA01331751 SDNY_GM_02761312 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248234 EFTA01331752 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 FAA 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 FAA Aircraft Registration Application (AC Form 80504) for the Aircraft in Borrowers name and the FM 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 FAA. 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 FAA and the International Registry; (i) 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 FAA 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 sae, if applicable, and Agent's international interests in the Aircraft (including the Airframe and the Engines) and associated rights have been duly registered therein. 2394787 32 (RK'244 SECURITY AGREEMENT) SDfie_GM_02781313 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248235 EFTA01331753 SDNY_GM_02761314 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248236 EFTA01331754 ATTACHMENT NUMBER k 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, 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 k. 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 manufacturer's serial number RK-244 and U.S. Registration No. N493LX, and two (2) Pratt & Whitney Canada model JT15O-5 (described on the International Registry Manufacturer's List as PRATT & WHITNEY CANADA model JT15O 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 oath() 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: Michael A. Rossi Name: Title: Chief Financial Officer Title: Agreed to and lodged this day of November, 2011 2394883 (Ric244 IDERA) SDNY_GM_02781315 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248237 EFTA01331755 VIi0W11)10 1110 vvRoivuo ZZ V, hid 91 RON NY .1.3y8Otri US NOWNIS19311 VVd kill* 031IA SDNY_GM_02761316 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248238 EFTA01331756 DOCUMENT LEVEL ANNOTATIONS FOR DOCUMENT ARE003226550 Orig #3331 retd to MST SDNY_CPO_02761317 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248239 EFTA01331757 SDNY_GM_02761318 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248240 EFTA01331758 FORM APPROVED OMB No. 2120-0042 UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION fraoaaAL Avows. ADMINISTRATION-MKS MONRONEY AERONAUTIC/J. CENTER • "C AIRCRAFT REGISTRATION APPLICATION CERT: ISSUE DATE ac REGthWASWITSABER N 493LX ? AIRCRAFT MANUFACTURER & MODEL Raytheon Aircraft CaTpany 4COA c il AIRCRAFT SERIAL No. C RK-244 FOR FAA USE ONLY TYPE OF REGISTRATION (Check One box) 01. Individual 02. Partnership CIO. Corporation 04. Co-Owner 0 5. Government 9. Non-Citizen Corporation Co-Owner 0 8. Non-Citizen Corporation 0 NAME OR APPLICANT (Penton(*) shown on evidence of ownership. II Individual, give last name, first name, and middle Initial.) III Flight Options, LLC 100% of 100% TELEPHONE NUMBER: ( ) ADDRESS (Permanent mailing address for first applicant on list) (II P.O. Box Is used, physical address must also be shown.) Flight Options, LLC % Number end street• 26180 Curtiss-Wright Parkway Rural Route: P.O. Box: CRY STATE ZIP CODE Richmond Heights OH 44143 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 false or dishonest answer to any question in this application may be grounds roe punishment by tine and/or Imprisonment (U.S. Code. Tato 18, Sec. 1001). I III CERTIFICATION NNE CERTIFY: (1) That the above aircraft is owned by the undersigned applicant. who Is a citizen (Including corporations) of the United States. (For voting trust, give name of trustee: ). or: CHFCK ONE AS APPROPRIATE* a. A resident alien, with alien registration (Form 1-151 or Form 1-551) No. b.A non-citizen corporation organized and doing business under the laws of (state) and said aircraft Is based and primarily used in the United States. Records or flight hours ate available for Inspection at (2) That the aircraft is not registered under the laws of any foreign country: and (3) That legal evidence of ownership is attached or has been filed with the Fedoras Aviation Administration. NOTE: If executed for co-ownership all applicants must sign. Use reverse side if necessary. TYPE OR PRINT NAME BELOW SIGNATURE SIGNATURE TITLE DATE EACH PART OF THIS VP Whole AC Sales & Acquisitions v.vv'''.1 . of Flight_Options, LW__ SIGNATURE TITLE DATE APPLICATION MUST Edward T. McDonald 11- /iv - 1/ BE SIGNED IN INK. SIGNATURE TITLE DATE NOTE Pending receipt of the Certificate of Aircraft Registration. the aircraft may be operated for a period not in excess of 90 days. during which time tho PINK copy of this application must be carried In the aircraft. AC Form 8050-1 (1/09) (NSN 0052-00-628-9007) Supersedes Previous Edition SDNY_GM_02761319 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248241 EFTA01331759 • VfriONV/NO V.110 VWC:01-N -040 ZS 2 bid 9T !ION 110? N0I1V8ISID38 %/VA HIIM 031Ig SDNY_GM_02761320 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248242 EFTA01331760 UNITED STATES OF AMERICA FORM APPROVED OMB NO. 2120-0042 U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AviAnoti AounisTRATtoN 0 0 AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE S UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES 8 a REGISTRATION NUMBER N493LX S e. AIRCRAFT MANUFACTURER & MODEL e. A RAYTHEON AIRCRAFT COMPANY 400A 0 AIRCRAFT SERIAL NO. RK-244 0 DOES THIS 11. 114 DAY OF /100. ., 2011 a HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: Do Not Wrke In This Block FOR FM USE ONLY 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 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.) VP WHOLE AIRCRAFT SALES SELLER 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 (1109) (NSN 005240629-0003) Supersedes Previous Edition SDNY_GM_02761321 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248243 EFTA01331761 VIIONVD10 Ally VHOHV1Y0 LS 2 LW 9T ITN ILO? US NOIIVU1S103U liVUOUI. 'PH R116'. 03114 SDNY_GM_02761322 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248244 EFTA01331762 0 UNITED STATES OF AMERICA FORM APPROVED OMB NO. 2120-0042 0 U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATOR 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 REGISTRATION NUMBER N493LX AIRCRAFT MANUFACTURER 8 MODEL RAYTHEON AIRCRAFT COMPANY 400A 0 AIRCRAFT SERIAL NO. RK-244 O DOES THIS it. 1H DAY OF V100 • ., 2011 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: Do Not WO In TAB Block FOR FM 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 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 r c "I DAY OF ., 2011. NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPED OR PRINTED) (IN IMQ (IF EXECUTED FOR (TYPED OR PRINTED) CO-OWNERSHIP, ALL MUST SIGN.) Ce VP WHOLE AIRCRAFT SALES w NORDIC AIR, LLC de....., " ....... & ACQUISITIONS OF -I -J EDWARD T. MCDONALD FLIGHT OPTIONS, LLC LIJ U) ACTING AS ATTORNEY-IN- FACT FOR NORDIC AIR, LLC ACKNOWLED0FMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER. MAY BE REOUIREO 8Y LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (1/09) (NSN 0052-00-829-0003) Supersedes Previous Echbon SDNY_GM_02761323 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248245 EFTA01331763 01011111)10 1110 V1101-1111Y 0 LSZWd 91 MN 1107 89 H011V1l1S193H 1.V110)i:. Snii 1411M 0 3114 SDNY_GM_02761324 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248246 EFTA01331764 X 0 UNITED STATES OF AMERICA FORM APPROVED OMB NO. 2120-0042 U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADIAINISTRATION 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 A DESCRIBED AS FOLLOWS: q UNITED STATES REGISTRATION NUMBER N493LX AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 0 DOES THIS U. 1" DAY OF Roo. ., 2011 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS Do NNW.. In This Block n y IN AND TO SUCH AIRCRAFT UNTO: y 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 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 to m DAY OF ., 2011. 11 • 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 SALES SELLER EMERIL AIR, LLC 4.---- & ACQUISITIONS OF EDWARD T. MCDONALD FLIGHT OPTIONS, LLC ACTING AS ATTORNEY-IN- FACT FOR EMERIL AIR, 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 Ed Sion SDNY_GM_02761325 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248247 EFTA01331765 VwOHV1NO 1110 Visi0H1190 LS Z Lid 91 MN 110? Y9 NOIIVILLSIDMI VV! HUM 03114 SDNY_GM_02761326 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248248 EFTA01331766 G O 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 2 DESCRIBED AS FOLLOWS: UNITED STATES a REGISTRATION NUMBER N493LX i AIRCRAFT MANUFACTURER & MODEL S. RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. 0 RK-244 DOES THIS DAY OF now.., 2011 G HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: Do NM Write In This Block yT FOR FAA USE ONLY 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 1, In DAY OF ., 2011. a • NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPED OR PRINTED) (IN INK) (IF EXECUTED FOR (TYPED OR PRINTED) CO-OWNERSHIP, ALL MUST SIGN.) Ir VP WHOLE AIRCRAFT SALES w DOCKERY LEASING e.------" -- & ACQUISITIONS OF -I J CORPORATION EDWARD T. MCDONALD FLIGHT OPTIONS, LLC UJ Cl) ACTING AS ATTORNEY-IN- FACT FOR DOCKERY LEASING CORPORATION 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 5050-2 (1/09) (NSN 0052-00429-0003) Supersedes Previous &Rion SDNY_GM_02761327 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248249 EFTA01331767 VYIOHVI)10 1110 VWON„1X0 LS l kid 9T RCN II0? 14011V8iSt0311 .1.34lirAli VV3 HAIM 0311? SDNY_GM_02761328 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248250 EFTA01331768 FORM APPROVED UNITED STATES OF AMERICA OMB NO. 2120-0092 W U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION 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: 0 0 UNITED STATES 0 aS REGISTRATION NUMBER N493LX 0 AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A 0 0 AIRCRAFT SERIAL NO. RK-244 DOES THIS It, TH DAY OF llou.., 2011 4 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 (3), GIVE LAST NAME, FIRST NAME. AND MIDDLE INITIAL.) FLIGHT OPTIONS, LLC 3.125% OF 100% 26180 CURTISS-WRIGHT PARKWAY CLEVELAND, OH 4 143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS. ADMINISTRATORS. AIYD ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER. AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY AND SEAL THIS 1 I " DAY OF n o• NAME (S) OF SELLER 'SIGNATURE (S) TITLE (TYPED OR PRINTED) (IN INIty(IF EXECUTED FOR (TYPED OR PRINTED) CO-OWNERSHIP. ALL MUST SIGN. VP WHOLE AIRCRAFT SALES SELLER DANIEL 0. CONWILL, IV & ACQUISITIONS OF EDWARD T. MCDONALD FLIGHT OPTIONS, LLC ACTING AS ATTORNEY-IN- FACT FOR DANIEL 0. CONWILL, IV ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOgES 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 113201521289 $6.90 11/16/2011 SDNY_GM_02761329 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248251 EFTA01331769 VII0HV1)10 VVIORV-P30 LS 2 bid 9T RCN 110? tlE1 NOLLVILLS1$311 .1.31/ 83H - VV3 HUM arl 4 SDNY_GM_02761330 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248252 EFTA01331770 U.S. Department Flight Standards Service P.O. Box 25604 of Transportation Aircraft Registration Branch, Oklahoma City, Oklahoma 73126-0604 AFS-760 (405) 9544118 Federal Aviation Toll Free: 14664624434 WEB Address: httplikegistly.faa.gov Administration Date of Issue: 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 11, 2011. This is not an airworthiness certificate. For airworthiness information, contact the nearest Federal Aviation Administration Flight Standards District Office ketra--, for Walter Binkley Manager, FAA Aircraft Registry, AFS-750 Federal Aviation Administration AFS730-FAX4 (03/10) SDNY_GM_02761331 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248253 EFTA01331771 SDNY GM 02761332 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248254 EFTA01331772 8 Declaration of International Operations rn The Owners listed below: 0 1.) Dockery Leasing Corporation 6.26% of 100% 2.) Emerll Air, LLC 6.26% of 100% it? 3.) Daniel O. Conwill IV 3.126% of 100% 4.) Advance Beverage Company, Inc. 6.26% of 100% 5.) Nordic Air, LLC 6.26% of 100% 6.) Flight Options, LLC 71.875% of 100% 7.) 8.) 9.) 10.) 11.) 12.) 13.) 14.) as the owner(s) of aircraft N493O( , 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 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 OctWr 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 thani 5 years. or both. 18 U.S.C. 1001(a) Name of Owner(s): See List Above Signature: Typed Name of Signer: Michael Mataia Title: Director of Sales Administration of Flight Options, LLC acting as Attorney-In-Fact for U 1, 2, 3, 4, 5 Signature: Typed Name of Signer: Michael Metera Director of Sales Administration of Flight Options, LLC for # 6 SDNY_GM_02761333 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248255 EFTA01331773 VVI0W1110 ',VOMIT:10 A10 ZS 6 WH 21. 1'30 liOZ lovoviv ki214 ouvussiov0310 ‘113 Rittsk SDNY_GM_02761334 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248256 EFTA01331774 FORM APPROVED OMB No. 2120-0042 UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION ti ID FEDERAL AVIATION AINAINISTRATIOSSMIKE MONRONEY AERONAUTICAL CENTER V AIRCRAFT REGISTRATION APPLICATION UNITED STATES REGISTRATION NUMBER INI CEfRT:. ISSUE DATE a 493LX AIRCRAFT MANUFACTURER & MODEL Raytheon Aircraft Carpany 400A 0 0 AIRCRAFT SERIAL No. RK — 244 FOR FAA USE ONLY E TYPE OF REGISTRATION (Check One box) At 0 01. Individual 02. Partnership 03. Corporation I VA. Co -Owner 0 5. Government 0 8. Non -Citizen Corporation 0 9. Non -Citizen Corporation Co -Owner NAME OR APPLICANT (Person(s) shown on evidence of ownership. If Individual, give last name, first name. and middle Initial.) 6.) Flight Options, LLC 71.875% of 100% II. - ; ( See Attachment da4-ed g-300-1I ) TELEPHONE NUMBER: ( ) ADDRESS (Permanent rnaiiino.acgreee focfirst ppplicant It Options, L 80 (If P.O. Box IS used. (Ayala] address must also be shown.) 26180 FlightCur tiss - Wright Parkway Number and street: Rural Route: P.O. Box: CITY STATE ZIP CODE Richmond Heights OH 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 false or dishonest answer to any question In this application may bo wounds for punishment by fine and/or imprisonment (U.S. Code. Title 18. Sec. 1001). CERTIFICATION 4. UWE CERTIFY: (1) That the above aircraft Is owned by the undersigned applicant. who is a citizen (Including corporations) of the United States. (For voting trust. give name of trustee: ). on ch4Fill< (INF AS APPROPRIATE' a. A resident alien, with alien registration (Form 1-151 or Form 1-551) No. b.A non-citizen corporation organized and doing breineSS under the laws of (state) and said aircraft Is based and primarily used in the United States. Records or flight hours are available for inspection at (2) That the aircraft Is not registered under the laws of any foreign country: and (3) That legal evidence Of ownership Is attached or has been filed with the Federal Aviation Administration. NOTE: If executed for co -ownership all applicants must sign. Use reverse side if necessary. TYPE OR PRINT NAME BELOW SIGNATURE SIGNATURE TITLE Director of Sales Adrrrirttion EACH PART OF THIS D._.t i , ,..A *7 ----jr of Flight Options, LLC TITLE DATE APPLICATION MUST SIGNATURE Michael Metera BE SIGNED IN INK. SIGNATURE TITLE DATE NOTE Pending receIpt of the Certificate of Aircraft Regis ration. the aircraft may be operated for a period not in excess of 90 days. during which time the PINK copy of this application must be Carded in the shoran. AC Form 8050-1 (1/09) (NSN 0052-00-828-9007) Supersedea Previous Edition SDNY_GM_02761335 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248257 EFTA01331775 ViVOEIV1M0 All0 VIVOHV1)10 92 21 141d OC dJ9 I10? Ha NOUVNISI038 1.41,1808/17 vy9 H,LIM 0311.E SDNY_GM_02761336 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248258 EFTA01331776 ATTACHMENT TO AIRCRAFT REGISTRATION APPLICATION del a (3,30-i Reg X: N493LX Model: Raytheon Aircraft Company 400A S/N#: 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.) Emerll Air, LLC 6.26% of 100% Shown on Original form hereto 3.) Daniel O. Conwlll, IV 3.125% of 100% Shown on Original form hereto 4.) Advance Beverage Company, Inc. 6.26% 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 end stipulates (I) to the terms. Conditions and cenlicabon of the AC Form 8050-1 Aircraft Registration WealIons 10 which this page Is attached (the 'Application', (II) that all of the information set forth on The Application is true and wired as of this dale, 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 origins, but all such counterparts that together constitute but one and the sonic application. SDNY_GM_02761337 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248259 EFTA01331777 acuoviyolit,,A,0 92or if v"Hvbio . 4140, "Id °eros. kum SDNY_GM_02761338 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248260 EFTA01331778 8 FORM APPROVED UNITED STATES OF AMERICA OMB NO 2120-0042 U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AiAATiON ADIAMSTRATION C) 0 AIRCRAFT BILL OF SALE C 0 FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT 2 DESCRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N493LX a 00 AIRCRAFT MANUFACTURER & MODEL O RAYTHEON AIRCRAFT COMPANY 400A N AIRCRAFT SERIAL NO. RK-244 DOES THIS DAY O ., 2011 HEREBY SELL, GRANT, T NSFER AND '0 DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: Do Not was In The Block FOR FM USE ONLY 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 m DAY OF 90 ., 2011. NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPED OR PRINTED) (IN INK) (IF EXECUTED FOR (TYPED OR PRINTED) CO-OWNERSHIP. ALL MUST SIGN.) DIRECTOR OF SALES CC w MARM PARTNERS, LLC ...--- ADMINISTRATION OF -I -I MICHAEL METERA FLIGHT OPTIONS, LLC • ILI Cl) 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 (1/09) (NSN 0052-00-629-0001) Supersedes Previous Edition 112731324069 $5.00 09130/2011 SDNY_GM_02761339 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248261 EFTA01331779 VVONY1NO All0 VHORV1)40 SO et bid OC d3,3 VO NOUV8ISID3li 'V4 IU;n 0311g SDNY_GM_02761340 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248262 EFTA01331780 0 0 UNITED STATES OF AMERICA FORM APPROVED OMB NO. 2120.0042 U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADmiNisTRATiou 0 0 AIRCRAFT BILL OF SALE 0 FOR AND IN CONSIDERATION OF $1.00 ovo THE +.< UNDERSIGNED OWNER(S) OF THE FULL LEGAL 3 AND BENEFICIAL TITLE OF THE AIRCRAFT 0 DESCRIBED AS FOLLOWS: 0 0 UNITED STATES a REGISTRATION NUMBER N493LX a 0 0 AIRCRAFT MANUFACTURER & MODEL w RAYTHEON AIRCRAFT COMPANY 400A 0 AIRCRAFT SERIAL NO. RK-244 O DOES THIS 30'" DAY OF f*., 2011 -1 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: Do Not Write In It* Block FOR FAA USE ONLY NAME AND ADDRESS PURCHASER OF INDIVIDUAL (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 lit 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 00 In DAY O , 2011. NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPED OR PRINTED) (IN INK) (IF EXECUTED FOR (TYPED OR PRINTED) CO-OWNERSHIP, AU. MUST SIGN.) _ _ SELLER DIRECTOR OF SALES TWO BIG BEARS, LLC . 5--1----.. ADMINISTRATION OF MICHAEL METERA FLIGHT OPTIONS, LLC 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 6050-2 (1/09) (NSN C052-00.6290003) Supersedes PNviOuS Edition SDNY_GM_02761341 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0O248263 EFTA01331781 YW0NV1N0 4110 Vii0/O180 .92 21 Lid OE dr, fik N0UVNISI 0311 111 S17:1 NilM 1}1321141 03714 SDNY_GM_02761342 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248264 EFTA01331782 S UNITED STATES OF AMERICA FORM APPROVED o OMB NO. 2120-0042 U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION 0 0 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 S a REGISTRATION NUMBER N493LX A 2 AIRCRAFT MANUFACTURER & MODEL 0 RAYTHEON AIRCRAFT COMPANY 400A M AIRCRAFT SERIAL NO. RK-244 O •. DOES THIS 30 TH DAY OF ., 2011 S HEREBY SE'LL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: Do Not Wee In This Block FOR FAA USE ONLY NAME AND ADDRESS PURCHASER OF 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 YO I 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 m DAY O , 2011. NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPED OR PRINTED) (IN INK) (IF EXECUTED FOR (TYPED OR PRINTED) CO•OWNERSHIP, ALL MUST SIGN.) DIRECTOR OF SALES SELLER LLI CORP. ..2-44. ADMINISTRATION OF MICHAEL METERA FLIGHT OPTIONS, LLC ACTING AS ATTORNEY-IN- FACT FOR LLI CORP. 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 Promos Edition. SDNY_GM_02761343 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248265 EFTA01331783 mourbio A11a vnotivimo 92 Zr bid GC d313 trot as NOIIVILLS1031114Vant VHJ XjM 03114 SDNY_GM_02761344 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248266 EFTA01331784 O 0 UNITED STATES OF AMERICA FORM APPROVED 0 OMB NO. 2120-0042 U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION 0 0 I 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 S DESCRIBED AS FOLLOWS: UNITED STATES S a REGISTRATION NUMBER N493LX A 0 AIRCRAFT MANUFACTURER & MODEL 0 RAYTHEON AIRCRAFT COMPANY 400A O AIRCRAFT SERIAL NO. RK-244 0 DOES THIS 30' DAY OFaPt:, 2011 HEREBY SELL, GRANT, TRANSFER AND "0 DELIVER ALL RIGHTS, TITLE, AND INTERESTS 3 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 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; 0 DAY O , 2011. NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPED OR PRINTED) (IN INK) (IF EXECUTED FOR (TYPED OR PRINTED) CO-OWNERSHIP. ALL MUST SIGN.) re DIRECTOR OF SALES GEORGE H. DAVIS, JR. ...r-__ ADMINISTRATION OF W -I -I MICHAEL METERA FLIGHT OPTIONS, LLC DJ U) ACTING AS ATTORNEY-IN- FACT FOR GEORGE H. DAVIS, JR. ACKNOWLEDGEMENT (NOT REOUIRED 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 Edition SDNY_GM_02761345 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248267 EFTA01331785 Viti0NV1)10 APO I/HOW/IMO 52 21 WI OE ri3S HOZ ;d0 tiOliVellS103211.08081V HJ.IM 03114 SDNY_GM_02761346 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248268 EFTA01331786 I O O FORM APPROVED UNITED STATES OF AMERICA OMB NO. 2120-0042 U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ALIMPESTRATION 0 0 AIRCRAFT BILL OF SALE 0 FOR AND IN CONSIDERATION OF $1.00 coic THE 2 UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES a0 REGISTRATION NUMBER N493LX a 0 AIRCRAFT MANUFACTURER & MODEL O RAYTHEON AIRCRAFT COMPANY 400A 0 AIRCRAFT SERIAL NO. O RK-244 DOES THIS DAY OF,Spr., 2011 1 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS 3 Do Not Write In This BloUt IN AND TO SUCH AIRCRAFT UNTO: FOR FM USE ONLY NAME AND ADDRESS PURCHASER (F INDIVIDUAL (S), GIVE EAST NNAE, FIRST NAME. AND MIDDLE INITIAL) FLIGHT OPTIONS, LLC 6.25% OF 100% 26180 CURTISS-WRIGHT PARKWAY CLEVELAND, OH 44143 DEALER CERTIFICATE NUMBER SAID AIRCRAFT FOREVER, ANO TO ITS EXECUTORS. ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS op "'DAY 020 .1.., 2011. NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPED OR PRINTED) (IN MC) (IF EXECUTED FOR (TYPED OR PRINTED) CO.OWNERSHIP, ALL MUST SIGN.) DIRECTOR OF SA SELLER sy..-1..--_ OF ADMINISTRATIONLES PRIME TIME ASSOCIATES, LLC MICHAEL METERA FLIGHT OPTIONS, LLC ACTING AS ATTORNEY-IN- FACT FOR PRIME TIME ASSOCIATES, LLC LOCAL LAW FOR ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FM RECORDING: HOWEVER. MAY BE REQUIRED BY VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (1/09) (NSN 0052-00-629-0003) Supersedes Pievious SDNY_GM_02761347 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248269 EFTA01331787 vwourow vriotiv-Do 90 Or ljd DC d39 110e bb H01'1VHjS103H jdVb0b1V HIIM 037/3 SDNY_GM_02761348 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248270 EFTA01331788 O O 44 FORM APPROVED O UNITED STATES OF AMERICA OMB NO. 2120-0042 to O U. S. DEPARTMENT OF TRANSPORTATION FEDERAL mums* ADMINISTRATION 0 AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL a 0 AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: 0 UNITED STATES REGISTRATION NUMBER N493LX a 00 C AIRCRAFT MANUFACTURER & MODEL O RAYTHEON AIRCRAFT COMPANY 400A 0 AIRCRAFT SERIAL NO. 0 RK-244 DOES THIS 3o I" DAY OF317%, 2011 -4 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS Do Na Write In This Block IN AND TO SUCH AIRCRAFT UNTO: FOR FAA USE ONLY NAME AND ADDRESS PURCHASER (IF INDIVIDUAL (S). DIVE LAST NAME. FIRST NAME, AND MIDDLE INITIAL.) FLIGHT OPTIONS. LLC 12.50% OF 100% 26180 CURTISS-WRIGHT PARKWAY CLEVELAND, OH 44143 DEALER CERTIFICATE NUMBER THE SAID AIRCRAFT FOREVER, AM) TO ITS EXECUTORS, ADMINISTRATORS. AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY AND WARRANTS THE TITLE THEREOF. DAY 0 ., 2011. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 3 O NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPED OR PRINTED) (IN INIQ (IF EXECUTED FOR (TYPED OR PRINTED) CO-OWNERSHP, MI. MUST SIGN.) DIRECTOR OF SALES Ce .-r t Lu SOUTHEASTERN MILLS, INC. ADMINISTRATION OF .J -4 MICHAEL METERA FLIGHT OPTIONS, LLC IL U) ACTING AS ATTORNEY-IN- FACT FOR SOUTHEASTERN MILLS, INC. BY LOCAL LAW FOR ACKNOwLEDFLPIAPNT (NOT REQUIRED FOR PURPOSES OF FM RECORDING: HOWEVER. MAY BE REQUIRED VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (1/09) (NSN 0052-00429-0003) Supersedes Previous E01000 SDNY_GM_02761349 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0024827 I EFTA01331789 VIYOH111M0 1110 MOW/15/0 SE ET lid OC d3S HO tme 1/011VUISIO3d WHOM VV4 H.UM 03114 SDNY_GM_02761350 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248272 EFTA01331790 UNITED STATES OF AMERICA FORM APPROVED OMB NO. 2120-0012 U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION 00 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 DESCRIBED AS FOLLOWS: UNITED STATES 8 REGISTRATION NUMBER N493LX a AIRCRAFT MANUFACTURER & MODEL 0 RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 0 DOES THIS 30 IN DAY OFSWI- ., 2011 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS 3 IN AND TO SUCH AIRCRAFT UNTO: Do Not INtSe In This Bloch T D FOR FAA USE ONLY NAME AND ADDRESS PURCHASER (IF INDIVIDUAL (5). 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 ME TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 3 0 " DAY OF a44,, 2011. NAME (S) OF SELLER SIGNATURE (S) • TITLE (TYPED OR PRINTED) (IN INK) (IF EXECUTED FOR (TYPED OR PRINTED) CO-OWNERSHIP, ALL MUST SIGN.) DIRECTOR OF SALES SELLER AIR LEADER, INC. . ..' ADMINISTRATION OF MICHAEL METERA FLIGHT OPTIONS, LLC ACTING AS ATTORNEY-IN- FACT FOR AIR LEADER, INC. ACKNO1NIEDGEMENT INOT REQUIRED FOR PURPOSES OF FM RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Earn 8050-2 (1109) (NSN 0052-00-620-0003) Supersedes Previous Edition SDNY_GM_02761351 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248273 EFTA01331791 VH0HMI0 Alto VHOHIrni0 92 " idd 01 49 LIR ,:d8 NOW/815O38 litt"di t'Vd FLEW 03714 SDNY_GM_02761352 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248274 EFTA01331792 Flight Standards Service P.O. Box 21504 U.S. Department Oldahorna 73126-0604 Akcraft Registration Branch, of Transportation AFS•71.0 Toll Free: 1 Federal Aviation WEB Address: 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 HAND DELIVERED TO IATS IN THE PD ROOM TI13420 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 AFS-750-FAX4 (03/10) SDNY_GM_02761353 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248275 EFTA01331793 SDNY_GM_02761354 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248276 EFTA01331794 D Q Declaration of International Operations The Owners listed below: 1.) Southeastern Mills, Inc. 12.50% of 100% Prime Time Associates, LLC 6.25% of 100% 2.) 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% Air Leader, Inc. 3.125% of 100% 6.) 7.) Two Big Bears, LLC 6.25% of 100% Daniel O. Conwill, IV 3.125% of 100% 8.) Marm Partners, LLC 6.25% of 100% 9.) 10.) Advance Beverage Company, Inc. 6.25% of 100% 11.) LLI Corp. 6.25% of 100% 12.) Nordk 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 Right 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 16 United States Code or imprisoned not more giant 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_02761355 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248277 EFTA01331795 Vi4014V180 A113 YLiMPUDIO hS OT LIU I 8 'Nu 1102 89 8011:18191938 liV8ONIV V V3 WW1, 03113 SDNY_GM_02761356 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248278 EFTA01331796 FORM APPROVED OMB No. 2120-0042 UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION fs FEDERAL AVIATION AOMINISTRATION-NIMII MONRONEW AERONAUTICAL CENTER 11 AIRCRAFT REGISTRATION APPLICATION CERT: ISSUE DATE a REGIVIL ERCV/ PRUMBER 493LX AIRCRAFT. MANUFACTURER 8 MODEL N Raytheon Aircraft CcsTpany 4OOA C AIRCRAFT SERIAL No. O RK — 244 FOR FAA USE ONLY co TYPE OF REGISTRATION (Check Ono box) 01. Individual 02. Partnership 0 3. Corporation W. Co -Owner 0 S. Government 0 S. Non-Cltizen Corporation 0 9. Non-Citizen Corporation Co-Owner NAME OR APPLICANT (Parson(%) shown on evidence of ownership. If Individual. dive last name. first name. and middle Initial.) 13.) Flight Options, LLC 28.125% of 100% ill (See Attachment daed to -_/t) TELEPHONE NUMBER: ( ) ADDRESS (Permanent mailing poideattp tor Aret plicant coo tsd Of P.O. Box Is used. physical address must also be shown.) rtignt up dons, L 2618O Curti ss - Wright Parkway Number and street: Rural Route: P.O. Box: CITY STATE . ZIP CODE Richmond Heights OH 44143 ID 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 Isles or dishonest answer to any question in this application may bo grounds for punishment by fine and/of Imprisonment (U.S. Code. Title 18. Sec. 1001). ID CERTIFICATION UWE CERTIFY: (I) That the above aircraft is owned by the undersigned applicant. who Is a Citizen (including corporations) of the United States. (For voting trust. give name of trustee: ) or: CHECK ONF AR APPROPRIATE a. A resident alien. with alien registration (Form 1-151 or Form 1-551) No. . b. A non-citizen corporation organized and doing bulling* under the laws of (state) and sald aircraft is based and primarily used in the United States. Records or flight hours are available for Inspection al 03 That the aircraft Is not registered under the taws of any foreign country; and (3) That teed evidence of ownership is attached or has been filed with the Federal Aviation Administration. NOTE: If executed for co -ownership all applicants must sign. Use reverse side If necessary. TYPE OR PRINT NAME BELOW SIGNATURE SIGNATURE TITLE Director of Sales Adminlltration EACH PART OF THIS r of Flight.Options, LLC ---/S"— I i SIGNATURE TITLE DATE APPLICATION MUST Michael Metera BE SIGNED IN INK. SIGNATURE TITLE DATE NOTE Pending receipt of the Certificate of Aircraft Rapist atIon. the aircraft may be operated for a period not in excess of e0 days. during which time the PINK copy Of this application must be carded In the aircraft. AC Fonn S050-1 (1/09) (NSN 0052-00-628-9007) Supersedes Previous Edition SDNY_GM_02761357 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248279 EFTA01331797 Vt-1014 11 1 )40 A.1.10 VNOHVl)10 rS OI. WEI 18 NM TIOZ • mtle NOILVal SI038 14V 8025IV V VA Hilt1k a3 II3 SDNY_GM_02761358 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248280 EFTA01331798 ATTACHMENT TO AIRCRAFT REGISTRATION APPLICATION cia+€4. Reg #: N493LX Model: Raytheon Aircraft Company 400A SIN#: RK-244 Owning an undivided Name of Applicant: Interest of: Address: 1.) Southeastern Mills, Inc. 12.60% 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. 3.125% of 100% Shown on Original form hereto 6.) Emerll Air, LLC 6.26% of 100% Shown on Original form hereto 6.) Alr Leader, Inc. 3.125% of 100% Shown on Original form hereto 7.) Two Blg Bears, LLC 6.25% of 100% Shown on Original form hereto 8.) Daniel O. Conwill, IV 3.126% of 100% Shown on Original form hereto 9.) Marm Partners, LLC 6.25% of 100% Shown on Original form hereto 10.) Advance Beverage Company, Inc. 6.26% of 100% Shown on Original form hereto 11.) LLI Corp. 6.25% of 100% Shown on Onginal form hereto 12.) Nordic Air, LLC 6.25% of 100% Shown on Original form hereto 13.) 14.) 15.) 18.) Signatures: Title: Date: Director of Sales Administration of Flight Options, ILL Acting as Attorney-in-Fact for Michael Meters #1,2,3,4,5,6,7,8,9.10.11,12 11-8- By signing above, the applicant agrees and stipulates (I) to the terms, conditions and certification a the AC Fpm 6050.1 Mcrae Registration Application. to which this page Is attached (the "ApplieMicm"). (Ii) that all of the iiformallon set forth on the Appicalice is true and arced as of this date, and (ill) the Application May be executed by the co-owners by executing Separate COUnterpart sianaluna 'meas.OKA of which what so executed and delivered she' be an original, but ail such counterpane shall together constitute Out one and the same application. SDNY_GM_02761359 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248281 EFTA01331799 Ai* vuoliviuo vuoRvivo hS OI WH 18 • NW UR 60 NOW,S1 1711j sto 3e 1J V 213 bl" colfg SDNY_GM_02761360 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248282 EFTA01331800 3 8 2 FORM APPROVED co UNITED STATES OF AMERICA OMB NO. 2120-0042 U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION 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 REGISTRATION NUMBER N493LX a AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 i;) DOES THIS 2143 DAY OF JUNE, 2011 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS Do Not Write In This Block IN AND TO SUCH AIRCRAFT UNTO: FOR FM USE ONLY NAME AND ADDRESS PURCHASER (IF INDNIOUAL (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 SAID AIRCRAFTFOREVER, AND TO ITS EXECUTORS. ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 2"" 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... __________ 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. ACKNOWLEDGE MENT (NOT REQUIRED FOR PURPOSES OF FM RECORD NO HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FM AC Form 8050-2 (1/09) (NSN 005240429.0003) Supersedes Previous Edition 111591057224 $5.00 06/08/2011 SONY GM_02761361 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248283 EFTA01331801 VH0{ :1510 A113 VHONV1)10 hS OT IA 0 8 NAP 1102 N011 SI03. d 1A V 83 dr; V Vd H!.:;,; 03113 SDNY_GM_02761362 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248284 EFTA01331802 - • _ FORM APPROVED OMB No. 2120-0042 UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION PrOMAAL AVIATION AOMINISTRATIONalitigil MONRONSY StOtatniCAL CENTER • • • AIRCRAFT REGISTRATION APPLICATION • CERT: ISSUE QATE UNITED STATES REGISTRATION NUMBER N 493LX A MC ItgtVa8B5WIR-Wr%liteny 400A AIRCIDRINIAL No. . . rD C. FOR FAA USE ONLY TYPE OF REGISTRATION (Cheek One box) 1:3 O 0 1: Individual O2. Partnership O3. Corporation. USA. Co-Owner 0 5. Government • • 0 8. Non -Citizen Corporation ID 9. Non-Citizen COrpOrtlitiOn.CO-OWner . • ' . . NAME OR APPLICANT (Person(s) shown en evidence of Ownership. If Individual, ghee last name. Swat name, and middlainItial.) 1.) Shmitka Air, Inc. 6.25% of 100% Ill ("See Attachment Aaied 1-- gii-ti TELEPHONE NUMBER: ( ) ADORESS (Permanent mailing liticorgittr ilaptittlinst iortitEgt P.O. Box Is used, Physical address must also be Shown.) .. 26180 Curtiss-Wright Parkway Number and street: Rural Route: P,O. Box: CITY ..., STATE K1 wiLa Heights . OH "411W3 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 false or dishonest answer to any question In this application may be grounds for punishment by One and/or imprisonment 0-0.5. Code. Title IS, Sec. 1001). 410 CERTIFICATION IME CERTIFY: (1) That the above aircraft Is owned by the undersigned applicant, who Is a citizen (Including corporations) of the United States. (Far voting trust, give name of trustee: ) nr GHEOK ONE AS APPROPRIATE' a. A resident alien, with alien registration (Form 1-151 or Form 1-551) No. uelawere PKILsullictifieFirgte. ,hounrsriltS W b. A non•citicen corporation organized and doing busing)** under the laws of (state) and' sald aircr10119713af Inspection at kertt h W arefrit (2) That the Aircraft Is not registered under the laws of any foreign country: and (3) That legal evidence of ownership Is attached or has been filed with the secieres Aviation Administration. NOTE: If executed for co -ownership all applicants must sign. Use reverse side if necessary. TYPE OR PRINT NAME BELOW SIGNATURE SIGNATURE TITLE d P Whole Sales b ell z7. itITY7 EACH PART OF THIS of FLIGHT OPTIONS, LLC /. C e----------- APPLICATION MUST SIGNATURE . TITLEacting as Attorney-In-Mee Edward T. McDonald for Shmitka Air; Inc. BE SIGNED IN INK. SIGNATURE TITTLE DATE NOTE Pending receipt of the Certificate of Aircraft Regis ration. the aircraft may be operated tor a period not In excess of 90 days. during which time the PINK copy of this application must be carried In the aircraft. AC Form 8060-1 (1/09) (NSN 0052-00-828-9007) Supersedes Previous Edition SDNY_GM_02761363 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248285 EFTA01331803 • • VP4OHV1)10 A.LIO VINOHV1)10 (dy h7 7 HOZ HI3 ...+81SID31 .LAVIA 981%, VVA HIIM 4311A SDNY_GM_02761364 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248286 EFTA01331804 ATTACHMENT TO AIRCRAFT REGISTRATIVI APPLICATION laid / 7„) _ it Reg #: N493LX Model: Raytheon Aircraft Company 400A SfN#: RK-244 Owning an undivided Name of Applicant: Interest of: Address: 1.) Shmitka Air. Inc 6.25% of 100% Shown on Original forth hereto 2.) Southeastern Mills, Inc. 12.50% of 100% Shown on Original form hereto 3.) Prime Time Associates, LLC 6.26% of 100% Shown on Original form hereto 4.) Dockery Leasing Corporation 6.26% of 100% Shown on Original form hereto 5.) George H. Davis, Jr. 3.126% of 100% Shown on Original form hereto 6.) Emerll Alr, LLC 6.26% of 100% Shown on Original form hereto 7.) Air Leader, Inc. 3.125% of 100% Shown on Original form hereto 8.) Two Big Bears, LLC 6.26% of 100% Shown on Original form hereto 9.) Daniel O. Conwill, IV 3.126% of 100% Shown on Original form hereto 10.) Mann Partners, LLC 6.26% of 100% Shown on Original form hereto 11.) Advance Beverage Company, Inc. 6.26% of 100% Shown on Original form hereto 12.) LLI Corp. 6.26% of 100% Shown on Original form hereto 13.) Nordic Alr, LLC CM 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 krmaniT.1.4coonsid V P of Whole Aircraft Sales & Acquisitions of Flight Options. LLC for #14 .Mc By &grate above, the applicant agrees and stipulates (1) to the harms, a:editions and certification of the AC Rem 8030.1 Aircraft Registration Application. to as of this date. and (III) the Application which this page is attached (the "APPlicationi. (H) that al of the information sel forth on the Application Is true and currentand delivered Shia be an original. but as may be executed by the co-oysters by executing separate counter pan signature pages, each of which when so COMPACid such counterpane shall together constitute but one and the same applicabon. SDNY_GM_02761365 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248287 EFTA01331805 VWOHVIH0 A110 VWOHIMIO 2169Sh:VIII/ 1:93h:IdNVIllr 081,1 VVd NLMM 1 031Iz! SDNY_GM_02761366 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248288 EFTA01331806 DOCUMENT LEVEL ANNOTATIONS FDR DOCUMENT ARE0022S5551 TYPE OF REGISTRATION IS 0 9. NON-CITIZEN CO-OWNER SDNY_GIN_02761367 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248289 EFTA01331807 SDNY_GM_02761368 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248290 EFTA01331808 Z s O UNITED STATES OF AMERICA FORM APPROVED OMR NO 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 REGISTRATION NUMBER N493LX AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 4O0A ia AIRCRAFT SERIAL NO. RK-244 DOES THIS 13 '" DAY OF DEC ., 2010 IJ HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: Do Not Witte In Thi Block FOR FAA USE ONLY NAME AND ADDRESS PURCHASER (IF INDIVIDUAL (5). GIVE LAST NAME. FIRST NAME, AND MIDIX.E INITIAL) FLIGHT OPTIONS, LLC 3.125% OF 100% 26180 CURTISS-WRIGHT PARKWAY CLEVELAND, OH 44143 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 13 m DAY OF DEC.. 2010. NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPED OR PRINTED) (IN INK) (IF EXECUTED FOR (TYPED OR PRINTED) CO-OWNEFtSHIP. ALL MUST SIGN.) SELLER VP WHOLE AIRCRAFT ASCENT II, LLC a..---- -- SALES & ACQUISITIONS OF EDWARD T. MCDONALD FLIGHT OPTIONS, LLC ACTING AS ATTORNEY4N-FACT FOR ASCENT II, Lie ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Foun 8050-2 (1/09) (NSN 0052-00-629-0003) Supersedes Previous Edition SDNY_GM_02761369 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0024829I EFTA01331809 VitiONV1)10 Alto V.40Ht11NO 6S OT h2 Nth ii011V8ISIO3d LA/800W 0311d. SDNYGM02761370 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248292 EFTA01331810 FORM APPROVED UNITED STATES OF AMERICA OMB NO. 2120-0042 U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AvtATI0N ADMINiSntATICN AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF 81.00 ovc THE UNDERSIGNED OWNERS) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N493LX 110241110252 AIRCRAFT MANUFACTURER & MODEL if. 00 01/24/2011 RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS 101 DAY OF OCT., 2010 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS Do Not Writs In This Brock IN AND TO SUCH AIRCRAFT UNTO: FOR FAA USE ONLY NAME AND ADDRESS PURCHASER (IF 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 SAID AIRCRAFT FOREvEll, AND TO ITS EXECUTORS. ADMINISTRATORS. AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE AND WARRANTS 174E TITLE THEREOF. IN TESTIMONY WHEREOF 1HAVE SET MY HAND AND SEAL THIS 11" 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 SELLER ROBERT L EMERY AND ....------- -, SALES & ACQUISITIONS OF DANA M. EMERY-TRUSTEES EDWARD T. MCDONALD FLIGHT OPTIONS, LLC ACTING AS ATTORNEY4N-FACT FOR ROBERT L EMERY AND DANA M. EMERY - TRUSTEES LOCAL LAW FOR ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FM RECORDING: HOWEVER. MAY BE REQUIRED BY VALIDITY OF THE INSTRUMENT) ORIGINAL: TO FM AC Form 8050-2 (1(09) (NSN 0052.00-629.0003) Supersedes Previous Edition SDNY_GM_02761371 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248293 EFTA01331811 „frivolo-4o 6S or4':idej IfPi°Fi t NO as he Mir ike ii°11V11173 II -dtfaomr. M 037!_ SDNY_GM_02761372 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248294 EFTA01331812 FORM APPROVED OMB No. 2120-0042 UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION FtOeSAL AvgAnon AbreletaTNATION.stece mostuarint AEROtrauncsi.ornerce - AIRCRAFT REGISTRATION APPLICATION CERT: ISSUE DATE Reea tiap 493UC oiT ATES NUMBER N AIRcRR5SktigelicAtiFFLEVEMDtarpany 400A . • AlFtCHWILS/414. No. .. . FOR FAA USE ONLY TYPE OF REGISTRATION (Check Ono box) O1. Individual 02. Partnership O 3. Corporation gt4. Co-Owner 0 S. Government • . O 8. Non-Citizen Corporation O 9. Non-Citizen Corporation Co-Owner .. ' • NAME OR APPUCANT.(Person(s) shoWn on evidence of ownership-If individual, give last name. first Miele, and middle Initial.) • 1.) Shmitka Air, Inc. 6.25% of 100% G ee Attachment a.a...4_cel I --II -1i) TELEPHONE NUMBER: ( ) ADDRESS (Permanent melIMO obirigitt faptlyregeS3ion Mill PO. Box is used. physical address must also be shown.) 26180 Curtiss-Wight Parkvay • Number and street' Rural Route: P.O. Box: CITY Richmond Heights STATE OH ZIP 5itrzi.3 CIS CHECK HERE IF YOU ARE 7ONLY REPORTING A CHANGE OF ADDRESS ' ATTENTION! Read the following statement before signing this application. • This portion MUST be completed. Alain or dishonest answer to any question in this application may be grounds for punishment by fine and/or imprisonment (U.S. Code. Tine 18, Sec. 1001). 0 CERTIFICATION I,WE CERTIFY: (1) That the above aircraft is owned by the undersigned applicant, who le a citizen (Including corporations) of the United Stales. (For voting trust. give name of truster ). or: cdgctILONe85efea0P_BIAT_E: a. A resident alien, with aeon registration (Form 1-151 Of Form 1-551) No b. 'S A non-cltizen corporation organized and doing business under the laws of (state) Delavare and said aircralitiael r anst rynsity cl4Re KW y Stain c hoic Tbstisciari lghoureerataleirs for Inspection et OD.LOU tvl..W -L 1bb - 11T" I (2) That the aircraft Is not registered under the laws of any foreign country; and (3) That legal evidence of ownership is attached or has been filed with the Federal Aviation Administration. NOTE: If executed for co -ownership all applicants must sign. Use reverse side if necessary. TYPE OR PRINT NAME BELOW SIGNATURE SIGNATURE TITLE V es r.In't il i VIIS- EACH PART OF THIS aCtilgrieLelitic 3-tIti -Via I --tt--1 I SIGNATURE nn.E.for sfllfltka Air, LLC DATE APPLICATION MUST Edward T. McDonald I BE SIGNED IN INK. SIGNATURE TITLE DATE NOTE Pending receipt of the Certificate of Aircraft Registration, the aircraft may be operated for a period not in excess of 90 days. during which time the PINK copy of this application must be carried In the aircraft. AC Form 8050-1 (1/09) (NEN 0052-00-628-9007) Supersedes Previous Edition SDNY_GM_02781373 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0O248295 EFTA01331813 • • VH0HV1>I0 A_LI0 VNI0HII-Of0 SS r bid TT NIJP 110? ?J18 H0LLVLI1S10381.4VU0LIIV VVj H.LIM C1311,1 SDNY_GM_02761374 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248296 EFTA01331814 ATTACHMENT TO AIRCRAFT, REGISTRATION APPLICATION a a,4C Reg #: N493LX Model: Raytheon Aircraft Company 400A SNP: 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.) George H. Davis, Jr. 3.125% of 100% Shown on Original form hereto 7.) Emerll Air, LLC 6.25% of 100% Shown on Original form hereto 8.) Air 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 Beam, LLC 6.25% of 100% Shown on Original form hereto 11.) Daniel O. 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. 6.25% of 100% Shown on Original form hereto 14.) LU Corp. 6.26% 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 C____ Acting as Attomey-in-Fact for #2,3,4,5,6.7,8,9,10,11,12,13,14,15 . Mtoon V P of Whole Aircraft Sales & Acquisitions of Flight Options. LLC for #16 Edward T. lAcDonabi By signing above, the applicant tare's and stipulates (I) to the terms. conditions and certification of the AC Form 8050-1 Aircraft Registalion Application. to which this page is attached (the 'Application"), g that al of the information se( forth on the Application is true and arrett as of this dale. and (Ill) the Appicatian may be executed by the co owners by executing separate counterpart signature pages, each of ?Midi when so executed and delivered shall be an original. but as such counterparts shall together constitute but one and the same application. SDNY_GM_02761375 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248297 EFTA01331815 VW011V1X0 Alto VW/HMO SS I bid Ti kir IIOZ 86 1101.1.V1119103N1P/8021nt Vird HAIM 03112 SDNY_GM_02761376 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248298 EFTA01331816 DOCUMENT LEVEL ANNOTATIONS FOR DOCUMENT ARE002255147 SOLD SDNY_GM_02761377 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248299 EFTA01331817 SDNY_GM_02761378 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248300 EFTA01331818 z O O FORM APPROVED UNITED STATES OF AMERICA OMB NO. 2120-0042 GO 0 U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION () AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE rt UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: O O UNITED STATES 0 N493LX a REGISTRATION NUMBER S AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. 2 I RK-244 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 INDMDUAL (5), GIVE LAST NAME, FIRST NAME. AND MIDDLE INITIAL.) FLIGHT OPTIONS, LLC 6.25% OF 100% 26180 CURTISS-WRIGHT PARKWAY CLEVELAND, OH 44143 110111402387 55.00 01/11/2011 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS. ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAIDAIRCRAFT 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) OF EXECUTED FOR (TYPED OR PRINTED) CO-OWNERSHIP, ALL MUST SIGN.) VP WHOLE AIRCRAFT SELLER JHPH, LLC • t-------- SALES & ACQUISITIONS OF EDWARD T. MCDONALD FLIGHT OPTIONS, LLC ACTING AS ATTORNEY-IN-FACT FOR JHPH, LLC ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FM RECORDING HOWEVER. IMY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Fenn 8050-2 (1/09) (NSN CO52-00-0294003) Supersedes Previous Edoon SDNY_GM_02761379 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0024830I EFTA01331819 MOWN° All0 VWOHY1NO SS I Wd TT NEW 110? H8 11011ValS1038 131/83WV yvd HIIM 03114 SDNY_GM_02761380 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248302 EFTA01331820 0 0 RELEASE 0 0 3 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 0 0 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 0 0 international interests created by the Mortgage(s) and represented by the International Registry a File Numbers described on Annex I. 0 Dated: 4 0,2__ , 2010 [The remainder of this page is intentionally left blank] .4 J 0 3 SDNY_GM_02761381 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248303 EFTA01331821 VPIOHVM0 Also VII0I1V1NO S3 3I Wd OC noN coot 88 NOUVU1S1038 IMI3111V VV4 HIIM 03114 SDNY_GM_02761382 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248304 EFTA01331822 IN WITNESS WHEREOF, the undersigned has executed this Release as of the dated noted above. FO Financing LLC I. By: Name: Bret Wiener Title: Vice President SDNY_GM_02761383 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248305 EFTA01331823 SDNY_GM_02761384 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248306 EFTA01331824 r.1., ,:•O Annex To Release •Page 1 Arn gt"! One (I) Raytheon Aircraft Como ny Meee14 4e6A aircraft bearing manufacturer's serial number RK-244 (described on the InterhationarRegistry drop down menu as RAYTHEON AIRCRAFT COMPANY model 400A with serial number FtK-244 ) and U.S. Registration No. N493LX . En ines Two (2) Pratt & Whitney Canada model JTI5D-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 SERIFS with serial numbers JA0256 and JA0257) (which engines are in excess of 550 horsepower or the equivalent). Morton Description r? ' n Date •:... ca -FAA Conveyance International Registry of Document Exectitet i F- 241%;', Number File Numbers Aircraft Mortgage and oirovio4"47tgay.giro TM007712 77670 Security Agreement • '7 II: .;;;Ps.SO'. t..: : 77674 between Flight Options, .• 77676 LLC, as grantor, and FO Financing, LLC, as Mortgagee (collectively, the "Mortgage"). ' ""fti:!. •" 1 • I• • • • cot 'tot, SDNY_GM_02761385 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248307 EFTA01331825 VHOHTDIO AlIO VWOHY1NO SZ ?I Lid (1C RON 0102 B9 NOI/VBIS1938 lAVB0811/ 'AU KIM 03114 10, SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, SDNY15,027613 and86 17 EFTA_00248308 EFTA01331826 DOCUMENT LEVEL ANNOTATIONS FOR DOCUMENT ARE002157532 See Recorded Conveyance Number TM007712, Doc ID 3870 SDNY_GM_02761387 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248309 EFTA01331827 SDNY_GM_02761388 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248310 EFTA01331828 FORM APPROVED OMB No. 2120-0042 UNITED STATES OF AMERICA DEPAFITMENT OF TRANSPORTATION reassug AVIATION AbliepseirriATION-ISUE asoreweer modeuerricas PROM, bl h AIRCRAFT REGISTRATION APPLICATION CERT. ISSUE DATE SI UNITED STATES co U 493LX Ct REGISTRATION NUMBER gm AIRCRAFT MANUFACTURER & MODEL c_ Raytheon Aircraft Corrpahy 400A C AIRCRAFT SERIAL No. 5/ RK — 244 FOR FAA USE ONLY N .... TYPE OF REGISTRATION (Check one box) 1;2 O I. Individual O 2. Partnership O 3. Corporation 4J 4. Co-owner 0 5. Gov't CI 8. Nan-CI: n.1 5C NAME OF APPLICANT (Person (s) shown on evidence of ownership. It individual, give last name. first'name. and mickle initial.) 1.) Shudtka Air`, Inc. Air, 6.25% of 100% III/ (See Attachment 11)S ° I to TELEPHONE NUMBER: ( ) ADDRESS (Permanent rmigrelM rot,crtGantr d.)(If P.O. BOX S used physical address must also so shown.) rstoreor are soh 26180 Curtiss —Wright Parkway Rural Route: P.O. Box: CITY STATE ZIP CODE Richmond Heights OH 44143 CI CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTEPITIONI Read the following statement before signing this application. Th is portion MUST be completed. A Wee Or dishonest answer to say question in Ms application may be grounds ter punishment by ere, end/ or entsriecement (U.S. Cede. Tee IS. Sec. 1001). CERTIFICATION gil l IAME CERTIFY: ( .0 The( the above acme IS owned by the undersigned arlicant. who Is a citizen (rnclucling corporations) of the United Suites. (For voting trust. phi* name of master ) Or- CHECK ONE AS APPROPRIATE: a CI A resident alien. with alien regIRration (Form 1-151 or Form 1.551) No Delaware IS. O(A nonatizen COvpmetIon organized and doing Wiliness under the lows of (mate) InspLeon ancl iddakatinit Argo d etettl Y-Wril tThtt e rowsrrerdefewittmv.hrewmrtia, frir (2) That the Stash is not registered under the taws of any foreign country: end (3) Thal legal evkIonos of ownership is attached or has been filed with the Federal Aviation Administration. NOTE: if executed for CO-ownership all applicants must sign. Use reverse side it necessary. TYPE OR PRINT NAME BELOW SIGNATURE SIGNATURE TITLE V P Whole A/C Sales & Aeo Si ions EACH PART OF NS of FLIGHT OPTIONS, LLC .2 4 4•%0_____- SIGNATU TITTLE acting as Attorney - In - fff APPUCEION MUST for Shmitka Air, Inc. Edward T. McDonald SIGNATURE TITLE DATE I BE SMNED el NC NOTE Pending receipt of the Certificate of Aircraft Regletratien, the airman may be operated for a Pence not in mamas of 00 OMs. during which time the PINK copy of this apPIICation must be carried In the aircraft. AC Form 8050-1 (5/03) (0052 .9007) SDNY_GM_02761389 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0024831 I EFTA01331829 VINOHV1)10 All0 VHOHV.1)10 • LS TT 0C fl0N 010Z NOIIVHIS1O38 lAVH3HIV VVA HIIM SDNY_GM_02761390 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002483 12 EFTA01331830 ATTACHMENT TO AIRCRAFT REGIBTRITION APPLICATION 6104(84 %% St Ito Reg 0: N493LX Model: Raytheon Aircraft Company 400A SINN: 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 3.126% 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. 3.125% of 100% Shown on Original form hereto 8.) Emeril Alr, LLC 6.26% of 100% Shown on Original form hereto 9.) Air Leader, Inc. 3.126% of 100% Shown on Original form hereto Robert L. Emery 8, Dana M. Emery - 10.) Trustees 6.25% of 100% Shown on Original form hereto 11.) Two Big Bears, LLC 6.26% 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 6.26% of 100% Shovm on Original form hereto 14.) Advance Beverage Company. Inc. 6.26% of 100% Shown on Original form hereto 15.) LLI Corp. 6.26% of 100% Shown on Original form hereto 16.) Nordic Alr, LLC 8.26% 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 8. Acquisitions of Flight Options, LLC Acting as Attorney-in-Fact for #2.3.4,50.7.8.9.10.11.12.13.14,15.16 h 2.0 In Edward T. McDonald V P of Whole Aircraft Sales 8. Acquisitions of Flight Options, LLC for #17 T. By signing above. the applicaM agrees and stipulates (I) to the terms. Conditions and calthcatIon of the AC Form 5050.1 Aircraft Registration Application. to which Pis page is attached (the Appicatiare). (Metal all of the information set bib on the Application is true and sunset as of this date, and (III) the Application may be executed by the co-owners by executing separate couniersan signature pages. each of with when so executed and delivered shall be an original. but as such osuMerparts shall together constitute but one and the same application. SDNY_GM_02761391 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248313 EFTA01331831 VPIONV1)10 All0 VHONYtiO LS II WU 0£ BON OLOZ 88 NOLLVHISI038 told HUM 03113 SDNY_GM_02761392 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248314 EFTA01331832 FORM APPROVED OMB NO 2120-0002 O 0 UNITED STATES OF AMERICA Oca OIL UMW IF1UMPORTAINN MAL AMIN Anonamil 0 O AIRCRAFT BILL OF SALE O FOR AND IN CONSIDERATION OF $1.00 ovc THE 0 s UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CRIBED AS FOLLOWS: . UNITED STATES REGISTRATION a NUMBER N 493LX AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A 2 AIRCRAFT SERIAL NO. N RK-244 0 DOES THIS30 al DAY OF00V., 2010 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS 8 Do WSW In Thls Bloch 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 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 501" DAY OF NOV., 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 & 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) (NBM0052-00-629-0003) Supersedes Previous Edition 103341305161 $5.00 11/30/2010 SDNY_GM_02761393 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248315 EFTA01331833 VIV0HY1)10 1,110 VH0111/1)I0 LS IT WU 0£ 010? 81V BO NOILV8.131938 1080 VVA 1111/A031U SDNY 02761394 RAGRAPHS 7, 8, 9, 10, 15, and 17 SUBJECT TO PROTECTIVE ORDER PA EFTA_002483 16 EFTA01331834 RECORDED CONVEYANCE FILED IN: U.S. DEPARTMENT OF TRANSPORTATION NNW& 493LX FEDERAL AVIATION ADMIX IgYEATION SERIAL.NUM: RIC•244 MFR' PAN AIRCRAFT COMPANY CROSS-REFERENCE—RECORDATION MODEL: 400A AIR CARRIER: This tons is to be used in cases %%Imre a sonny/me coven several aircraft and engines, propellers, oc locations File original of this fonn with the recorded conveyance and a copy in each aircraft folder involved. TYPE OF CONVEYANCE DATE EXECUTED AIRCRAFT MORTGAGE AND SECURITY AGREEMENT JULY 8, 2010 FROM DOCUMENT NO. FLIGHT OPTIONS LLC (12.50% INTEREST) TM007712 TO OR ASSIGNED TO DATE RECORDED FO FINANCING LLC JUL 26, 2010 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: Total Aircraft: I Total Engines: 2 Total Pi Toad Spare Parts: N493LX P&W C rn 5D-5 PCE-3A0256 P&W C 17151.3-5 PCE-1A0257 APS-750.23R (02/08) SDNY_GM_02761395 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248317 EFTA01331835 SDNY_GM_02761396 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248318 EFTA01331836 8 N 00 f •3 a C AIRCRAFT MORTGAGE AND SECURITY AGREEMENT dated as of O 0 O —4.114-116 3 Sarle by 20t0 3 FLIGHT OPTIONS, LLC In favor of FO FINANCING, LLC as Mortgagee 101891532438 915.00 137108/2010 SDNY_GM_02761397 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248319 EFTA01331837 vVICHVINO All3 VI-O1O1)10 01 C bid a W Diet V V.11,?, 03113 SDNY_GM02761398 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248320 EFTA01331838 TABLE OF CONTENTS SECTION 1 CERTAIN DEFINITIONS 1 1.1 Definitions 5 SECTION 2 GRANTING CLAUSE REPRESENTATIONS AND WARRANTIES 6 SECTION 3 6 SECTION 4 COVENANTS 6 4.1 Registration Maintenance and Operation 7 4.2 Liens 7 4.3 Taxes 8 4.4 Possession 8 4.5 Insurance 8 4.6 Modification and Additions 4.7 Reserved 8 8 4.8 Inspection 8 4,9 Reserved 9 4.10 Citizenship 9 4.11 Event of Loss with Respect to an Engine 9 4.12 Further Assurances 10 4.13 Sale of Aircraft 10 SECTION 5 RECEIPT, DISTRIBUTION AND APPLICATION OF INCOME Collateral 10 5.1 Application of Proceeds and Amounts Realized On Mortgage 10 SECTION 6 EVENTS OF DEFAULT AND REMEDIES 10 6.1 Remedies 10 6.2 Possession ofMortgage Collateral 11 6.3 Salo and Suits for Enforcement 12 6.4 Waiver of Appraisement, etc Remedies Cumulative 12 6.5 Application ofProceeds 12 6.6 12 6.7 Delay or Omission; Possession of Loan Certificates Mortgagee's Right to Perform for the Grantor 12 6.8 C111995086130-1066491.0071 SDNY_GM_02761399 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248321 EFTA01331839 I SDNY_GM_02761400 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248322 EFTA01331840 12 6.9 Deregistration 13 Speedy Relief Remedies 6.10 13 SECTION 7 MISCELLANEOUS PROVISIONS 13 7.1 Amendments, etc 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 Ooveming Law 15 7.7 Severability EXHIBIT Exhibit A Credit and Security Agreement SCHEDULE Schedule 1 Description of Aircraft and Engines 04190.30861104.066497.0072 SDNY_GM_02761401 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248323 EFTA01331841 I SONY GM 02761402 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248324 EFTA01331842 AIRCRAFT MORTGAGE AND SECURITY AGREEMENT, dated as of &LI Sr liability' 2040 (the "Mortaarte") , made by PLIGHT OPTIONS, LLC, a Delaware limited company (the "Grantor"), with Its chief executive office and principal place of business at 26180 Curtiss Wright Parkway, Cleveland, Ohio 44143, in favor of PO 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 to A (as amended, amended and restated, joined, supplemented or otherwise modified from time time, the "Credit and Security Arreemenj") , pursuant to which Mortgagee has agreed to make certain loans and advances to the Grantor subject to the terns 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 fhb 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 Stalled thereon as of 1 the date hereof, described in Schedule 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 I hereby certify this is a true C14199 $0261104.066497.0071 Cixact a In Ai ft Title Service, Inc. SONY_GM_02761403 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248325 EFTA01331843 SDNY_GM_02761404 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248326 EFTA01331844 or described in Schedule I hereto, together with any and all Parts which arc either incorporated be subject to the lien and security interest installed in or attached to such airframe or required to ownership interest of this Mortgage in respect of such Airframe, to the extent of the Grantor's therein. the "Cape Town Convention": collectively, the Aircraft Protocol, the Convention, International Registry Procedures and the International Registry Regulations. "Certificated Air Cartier": 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 longer be predecessor or successor agency thereto, or, in the event such Certificates shall no ) domiciled in the United States of issued, any corporation (except the United States Government of transporting for hire passengers or cargo by air America and legally engaged in the business points within the United States of America, and, in either predominantly to, from or between 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 or any analogous statute with respect to the Section 1110 of Title 11 of the United States Code air cargo Aircraft and/or (ii) having certified authority by the FAA to conduct scheduled transportation under Part 121 of the regulations promulgated under the Act. to "Civil Aircraft Registry": the civil aircraft registry maintained by the FAA pursuant the Act. "Convention": 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. all "Engine": each aircraft engine described in Schedule 1 hereto, together with any and 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: 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 CHIN SOINI 30.5.0664970071 SDNY_GM_0276 140 5 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248327 EFTA01331845 SONY GM 02761406 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248328 EFTA01331846 thereof for a period of less than 60 States Government or any instrumentality or agency days; action by the FAA or (iv) as a result of any rule, regulation, order or other use of such proper ty in the normal other governmental body having jurisdiction, the for a period of six (6) been prohib ited course of interstate air transportation shall have consecutive months; or under requisition for use (v) the operation or location of such property, while entality or agency thereof, in any area by the United States Government, or any instrum to such property, if ce policy in effect with respec t excluded from coverage by any insuran ctory to the Lender in lieu thereof satisfa the Grantor shall be unable to obtain indemnity from the United States Government. d to have occurred if an Event of An Event of Loss with respect to an Aircraft shall be deeme to which is a part of such Loss occurs with respect to such Aircraft, Airframe or any Engine Aircraft. istration, or any successor or "FAA": the United States Federal Aviation Admin the same or similar authority and replacement administration or governmental agency having responsibilities. • local or foreign governmental or "Governmental Authority": any federal, state, al subdivision thereof) or any other regulatory entity (or department, agency, authority or politic tribunal, board, court or bureau. judicial, public or statutory instrumentality, commission, in Section 7.2 hereof. "Indemnified Liabilities": those liabilities as defined in the Capo Town Convention. "International Interest": such interest as ascribed thereto of Mobilo Assets located in Dublin, "International Registry": the International Registry Town Conve ntion, along with any successor Ireland and established pursuant to the Cape registry thereto. h language text of the procedures "International Registry Procedures": the official Englis isory authority thereof pursuant to the for the International Registry issued by the superv be amended or modified from time to Convention and the Aircraft Protocol, as the same may time. ge text of the regulations "International Registry Regulations": the official English langua isory author ity thereof pursuant to the for the International Registry issued by the superv may be amend ed or modified from time to Convention and the Aircraft Protocol, as the same time. " or "IDERA": such de- "Irrevocable De-Registration and Export Request Authorization under the Cape Town Conve ntion and as provided in registration and authorization as provided subsection 6.9 of this Mortgage. CH199 5046130.5b5M97.0371 SDNY_GM_02761407 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EETA_002483/9 EFTA01331847 SDNY GM 02761408 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248330 EFTA01331848 "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 etlect as any of the foregoing, and the filing of, or aweement 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 parts, 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; (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 arc 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; (a) purchase money Liens securing purchase money indebtedness to the extent permitted under the Credit and Security Agreement and this Mortgage (and as such terms arc defined in the Credit and Security Agreement); and (I) 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. CHn9 5016130-5.C66497X072 SDNYGM02761409 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0024833 I EFTA01331849 SONY GM 02761410 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248332 EFTA01331850 "Tlili" 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 the as in effect in a jurisdiction other than the State of New York, the term "UCC" shall mean 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 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 Mort&age 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 the collectively called the "Iyforteace Collateral"), and agrees that the foregoing, together with other provisions of this Agreement, creates in favor of the Lender an International Interest in the complete payment and performance when due Aircraft, as collateral security for the prompt and 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; CHI9) Set6130.5.066497.0071 SONY GM 02761411 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248333 EFTA01331851 ... SDNY_GM_02761412 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248334 EFTA01331852 issues, profits, revenues, (d) all proceeds (whether cash or non-cash), rents, tolls, any other sums paid, received or accounts, accounts receivable, general intangibles, income and tion with or otherwise relating to the to be received as a result of, arising from, derived in connec all proceeds, rents, tolls, issues, Aircraft or any part thereof, including, without limitation, l intang ibles, income and any other sums profits, revenues, accounts, accounts receivable, genera the sale, lease, hire, charter or or in conne ction with paid, received or to be received relating to provision of services of any nature other disposition of the Aircraft or any part thereof or the whatsoever utilizing the Aircraft or any part thereof; otherwise. (e) all Proceeds of all or any of the foregoing whether cash or SECTION 3 REPRESENTATIONS AND WARRANTIES The Grantor represents and warrants that: " as defined in 49 U.S.C. (a) The Grantor shall (i) be a "citizen of the United States ge Collateral, free table title to such Mortga Section 40102(aX15)(c), (ii) have good and marke subsection 4.2 hereof, and (iii) duly and clear of all Liens other than the Liens permitted by tuting part of such Aircraft, register in the name of the Grantor, at its expense, the Airframe consti ate of airworthiness and effect a certific in accordance with the Act and shall have in full force duly issued pursuant to said Act. ation in accordance (b) This Mortgage is in proper form to be duly filed for record a duly perfected this Mortga ge shall constit ute with the Act against the Mortgage Collateral, and ge Collateral, subject to no other lien on and prior perfected security interest in such Mortga Liens (except for Permitted Liens). tional Interest (other than that (c) (i) No International Interest or Prospective Interna ry with respect to the Aircraft; (ii) of Mortgagee) is registered with the International Regist tional Interest or Prospective Interna Grantor shall not consent to the registration of any interest registered in favor (other than any such International Interest with respect to the Aircraft with respect to the Aircraft in favor ofMortgagee); and (iii) Grantor has not executed an IDERA discharged and removed from the Civil of any person (other than Mortgagee) which has not been Aircraft Registry in Oklahoma City, Oklahoma. SECTION 4 COVENANTS r, at its own cost and 4.1 Registration Maintenance and Operation. The Granto cause the Airframe included expense, will: (i) prior to mortgaging any Aircraft hereunder, (A) duly registered, in the name of therein to be duly registered, and at all times thereafter to remain r, on the Interna tional Registry, its consent to the Grantor in accordance with the Act (B) registe to this Mortgage and tional Interes t created pursua nt the registration of the Mortgagee's Unemo Interest) with respect thereto, the other Loan Documents (including any Prospective International there are no International (C) provide the Mortgagee reasonably satisfactory evidence that which are prior and superior to Interests or Prospective International Interests against the Aircraft all times cause to be maintained, the Lien of this Mortgage in favor of the Mortgagee; (ii) at carom SOW 304.066491.4072 SDNY_GM_02761413 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248335 EFTA01331853 SDNY GM 02761414 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248336 EFTA01331854 , and Part, or other relevant serviced, repaired, overhauled and tested each Airframe, Engine ion as when originally mortgaged Mortgage Collateral, so as to the good operating condit case of each Aircraft, in such condition hereunder, ordinary wear and tear excepted, and, in the Aircra ft to be maintained in certific ation of such as may be necessary to enable the airworthiness ft at all times to be operated in good standing at all times under the Act and to enable such Aircra maintain all records, logs and other commercial cargo service in the United States; and (iii) Authority having jurisdiction to be materials required by the FAA and any other Governmental r will comply with all material maintained in respect of such Mortgage Collateral. The Granto es, Engines and Parts and that the Airfram rules and regulations of the FAA. The Grantor agrees (A) in violation of any ined, used or operate d: any other Mortgage Collateral will not be mainta Govern mental Authority having material law, rule, regulation or order (as defined below ) of any airworthiness certific ate, license or jurisdiction (domestic or foreign), or in violation of any Govern menta l Authority, any such registration relating to any Mortgage Collateral issued by could not reason ably be aggreg ate, except for any violation which, individually or in the ed from covera ge by any in any area exclud expected to result in a Material Adverse Effect; (B) a ition for in the case of requis insurance required by the terms of subsection 4.5 hereof, except r obtains indemnity in lieu of the Granto use by the United States of America, and then only if such insurance from the United States of Americ a agains t 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 recogn ized or threatened area ofhostilities unless ce, or unless such Airframe, fully covered to the Mortgagee's satisfaction by war-risk insuran under contract with the or used Engine, Parts or other Mortgage Collateral are operated ment assumes liability contra ct said govern government of United States of America under which of such Airframe, Engine, to return posses sion for any other damage, loss, destruction or failure ct and for injury to persons or Parts or Mortgage Collateral at the end of the tam of such contra rarily located in such area as a damage to property of others or unless the Aircraft is only tempo al emergency, equipment ing, medic result of an isolated occurrence attributable to a hijack unforeseen circumstances or other similar malfunction, weather conditions, navigational error ft from such area. For efforts to remov e the Aircra and the Grantor is using its good faith or order of the FAA or any other purposes of this Section 4.1, a "material" law, rule, regulation ) is one the violation of which Governmental Authority having jurisdiction (domestic or foreign Govern menta l Authority or suspension, may lead to an enforcement action by the FAA or such ated Air Carrier. operat e as a Certific revocation or limitation of Grantor's authority to Lien, International 4.2 Liens. The Grantor will not create or suffer to exist any upon or with respec t to any of the Mortgage Interests or Prospective International Interest ted by the terms hereof and by Collateral, except for Permitted Liens and any other Liens permit the Credit and Security Agreement. 4.3 Taxes. The Grantor will pay, and hereby indemnifies the Mortgagee and each imposts, duties, charges or Lender from and against, any and all fees and taxes, levies, n (any of the foregoing being withholdings, together with any penalties, fines or interest thereo impose d on or asserted against the here called a wl:m") which may from time to time be Mortga ge Collate ral or any interest therein Mortgagee or any Airframe, Engine or Part or other taxing author ity in the United States or by any by any Federal, state or local government or other authority upon or with foreign government or subdivision thereof or by any foreign taxing t therein, (ii) the manufacture, respect to: (i) any Airframe, Engine or Part, or any interes CHI99 53861/0-5.066497D072 SDNY_GQ02761415 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248337 EFTA01331855 I SDNY_GM_02761416 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248338 EFTA01331856 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. CHm9 5096133.5 066497.0072 SDNY_GM_02761417 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248339 EFTA01331857 SONY GM 02761418 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248340 EFTA01331858 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,'al 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)(15)(c). 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 1 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 "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 bo created In favor of the Mortgagee hereunder and to comply 04199 50116 / X14.066497.0072 SDNY_GM_02761419 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248341 EFTA01331859 1 SDNY_GM_02761420 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248342 EFTA01331860 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 securitS, 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 andlo 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 - CIII99 50/6130-5.046497.0072 SDNY_GM_02761421 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248343 EFTA01331861 SDNYGM02761422 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248344 EFTA01331862 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 in risk or expense to the Mortgagee, all or any part of the Aircraft specified by the Mortgagee. addition, the Grantor will provide, without cost or expense to the Mortgagee, storage facilities rot- 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 aU 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 dean 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 tho Aircraft, may: (i) to the extent and in the manner permitted by law, sell at ono 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 - CHID9 5086130.3.066497.0072 SDNY_GM_02761423 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248345 EFTA01331863 SONY GM 02761424 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248346 EFTA01331864 (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 any of possession to the Mortgage Collateral, including the Aircraft so sold shall (subject to 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 lawftilly 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 tams of the Credit and Security Agreement. 6.7 Delay or Ornissiom_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 instrtunent or document evidencing any obligation or the production thereof in any proceeding. - 12 Ceti 199 5086130-5.06649107/2 SDNY_GM_02761425 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248347 EFTA01331865 I SDNY_GM_02761426 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248348 EFTA01331866 6.8 Mortearee'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 ugreements 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 Dereastration. 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 - C11199 S086130.7.066491.0= SDNY_GM_02761427 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248349 EFTA01331867 SDNY GM 02761428 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248350 EFTA01331868 • 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 "I demnified 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 the 7.2 shall survive termination of the Credit and Security Agreement and satisfaction of 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 as 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 5016130.5.066497M2 SDNY_GM_02761429 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248351 EFTA01331869 SDNY_GM_02761430 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248352 EFTA01331870 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 COtttENIENS. (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 ono 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. - 15 - 0109 508613044664910M SDNY_GM_02761431 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248353 EFTA01331871 SDNY_GM_02761432 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248354 EFTA01331872 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: C z.---- --- Name: edward T. McDonald Title: Vice President of Whole Aircraft Sales & Acquisitions FO FINANCING, LLC By: Name: Bret Wiener Title: Vice President SDNY_GM_02761433 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248355 EFTA01331873 SONY GM 02761434 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248356 EFTA01331874 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, LW By: Name: Edward T. McDonald Title: Vice President of Whole Aircraft Sales & Acquisitions FO FINANCING, LIX By: Name: Bret Wiew Title: Vice President SDNY_GM_02761435 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248357 EFTA01331875 SDNYGM02761436 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248358 EFTA01331876 Schedule 1 Aircraft: Airframe and Engines' Make / Model Reg. No. Serial No. Engine Make Engine Engine Serial Percent Model No. Owned"' RAYTHEON N493LX RK-244 PRATT& YEI 5D-5 PCE4A0256•• 1150% AIRCRAFT COMPANY WHITNEY model 400A CANADA RAYTHEON N493LX RK-244 PRATT& III 5D-5 PCE-JA0257•• t2.50% AIRCRAFT COMPANY WHITNEY model 400A CANADA Each of viNch Egging is cap e of 1750lba or more or hmsl r hn 550 arca rated lnkeorl rsepower or me egwvdent thereof. •Described es model IFI5D SERIES with serial numbers lA0Imam mann on me Intonational Registry dreg down ••Airaaf used herein references Grantor's undivided IUD% i-iterest in tiro Altman and Engines based opon "Fractional lamest" listed 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 WellLFa o Bank No it. . ki. ntstee on 02/16/2010 and filed with the FAA D (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 IRN20100510080655. SDNY_GM_02761437 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248359 EFTA01331877 I SONY GM 02761438 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248360 EFTA01331878 Exhibit A Credit and Security Agreement [Not included for purposes of confidentiality.] CH19930861304.066497.0072 SDNY_GM_02761439 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248361 EFTA01331879 10 V1-1011V 1 : *:itoli 1. IQ pL tild $3 lfic D1OZ 31;317 C.3113 SDNY_GM_02761440 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248362 EFTA01331880 DOCUMENT LEVEL ANNOTATIONS FOR DOCUMENT ARE001873870 ORIG DOC ID 9195 FFR 7/8/10 RETD IATS SDNY_GM_0276,141 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248363 EFTA01331881 SDNY GM 02761442 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248364 EFTA01331882 FORM APPROVED OMB No 21200042 UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION ntorpuu. —not rcommnitalteleirlee Ieerengierr agettasimmem. CORER AIRCRAFT REGISTRATION APPLICATION CERT. ISSUE DATE m UNITED STATES ii REGISTRATION NUMBER eg IJ 4931i C_ AIRCRAFT MANUFACTURER a MODEL z Raytheon Aircraft Conpany 400A 2 C AIRCRAFT SERIAL No. RK-244 FOR FAA USE ONLY C TYPE OF REGISTRATION (Check one boa) h C O 1. Individual O 2. Partnership O 3. COrperettien JO 4. Co-owner O 5. Govt O B. tianann Car E NAME OF APPLICANT (Penten(e) shown On evidence at ownership. If Individual. give last nun*: first name and middle (SW.) 1.) Shadtka Air, Inc. 6.25% of 100% III C TELEPHONE NUMBER: ( SeeAttachrrent ) ota-i-exl -1 --- (it — I O) ADDRESS (Permanent mail Val _applicant Pi t) (If P.O. BOX Is used, physics/ address must also be shown.) c/o: 1 t tions, LLL Number and street 26180 Curtiss-Wright Parkway Rural Route: PO Box' CITY STATE ZIP CODE Richmond Heights OH 44143 LJ CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENT1ONI Read the following statement before signing this application. This portion MUST be completed. imprisonment A Min or di at",11091 answer to any question in thin application may be rounds for punishment by fine and/or (U.S. Code. Title le. Sec. 1001) - III VINE CERTIFY: CERTIFICATION (I) That the above aircraft is owned by the undursgned applicant. who is a onion (including comorauon.) of Ihe United Staters ) or (Poe wrens truM. give name of trustee: CHECK ONE AS APPROPRIATE: a. 0 A resident alien. with alien reglataWan (Form 1-151 or Fonn 1-661) No. b. 6 A non-citizen corporation organized and doing business under the taws of (stale) Delaware and said natr aft26-1so' ellrPertk*-11/rieffilef ,22161fielcr RV .nrbff'441211kw (2) That the aircraft Is not registered under the laws of any foreign oountry. and (3) That regal evidence of ownership is attached or hes been filed with the Federal Aviation Actinic.attrition NOTE: If executed to 00-Ownership all applicants Murat Sign. Uso reverse side if necessary. TYPE OR PRINT NAME BELOW SIGNATURE SK3NATURE TIME V P Whole A/C Sales & Aftftsitions . of FLIGHT OPTIONS, LLC 6m= SIGNATURE TITLE ting as Attorney-In -haw& I§ g Edward T. McDonald for Shrdtka Air, Inc. A(,.. C- 1 6 —1 -21 SIGNATURE TITLE DATE 1A - k NOTE Pending receipt of the Certificate of Aircraft ReplairatIce. the almraft may be operated for a period not in excess of 90 days, during :Alegi time the PINK copy of this application mutt be rod in ihs ellebrah AC Form 8050-1 (5/03) (0052-00-828-9007) SDNY_GM_02781443 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248365 EFTA01331883 HOW; 111O `4 1rONAV 1'71O tV2, -1c\C ‘1\ a rcl • Ca 11;3111'4 LS113115 3".; 1'1 O311A tio. 14O r2. \A l.\ fa \.? SDNY_GM_02761444 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248366 EFTA01331884 ATTACHMENT TO AIRCRAFT REGISTRATION APPLICATION aciRA 1-1-10 Reg #: N493LX Model: Raytheon Aircraft Company 400A S/Nti: RIC-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 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. 3.125% of 100% Shown on Original form hereto 8.) Emerll Air, LLC 6.25% of 100% Shown on Original form hereto 9.) Air Leader, Inc. 3.125% of 100% Shown on Original loan 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.) 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 15.) LLI Corp. 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 #2,3,4,5,6.7,6,9,10.11.12,13.14.15 Edward T. McDonald V P of Whole Aircraft Sales & Acquisitions of Flight Options, LLC for #16 'Edward T. McDonald By signing above, the applicaM agrees and stipulates (I) to the tem. condibons and certification of the AC Form 6050-1 Aircraft Registration Application, to which MIs page 4 attached (the -ApplIcationt (II) that all or the Information sot forth on the Appbcetlon 4 true and correct as of this dale, and (III) the Application may be executed by the co-owners by exect4P9 separate counterpart Signature pages. each of which when so executed and delivered shall be an original. but all such counlerpans snail together censthrle but one and the tame application. SDNY_GM_02761445 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248367 EFTA01331885 7L101.11140 A AID V;I:INV 1)10 OT C Wd 8 inr oiot 1.3':E1D 17 ."12 0311i SDNY_GM_02761446 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248368 EFTA01331886 FORM APPROVED OMB NO. 2120-0042 UNITED STATES OF AMERICA o0 IL t IFPARDIENI IF MAISPIITABIllFMK AMAMIISIMMITLMIN 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- 0 CRIBED AS FOLLOWS: . 2 UNITED STATES m REGISTRATION 1 NUMBER N493LX a 1 AIRCRAFT MANUFACTURER & MODEL c.7. RAYTHEON AIRCRAFT COMPANY 400A •.) AIRCRAFT SERIAL NO. i) 0 RK-244 8 DOES THIS 16TH DAY OF FEB., 2010 r4 HEREBY SELL, GRANT, TRANSFER AND ii co DELIVER ALL RIGHTS, TITLE, AND INTERESTS Do Not Writs In This Block Kv IN AND TO SUCH AIRCRAFT UNTO: FOR FM USE ONLY 'n NAME AND ADDRESS (IF INDIVIDUAL (S), GIVE tAST NAME, FIRST NAME. AND MIDDLE INITIAL.) re H Q FLIGHT OPTIONS, LLC 6.25% OF 100% S 26180 CURTISS-WRIGHT PARKWAY O tZ RICHMOND HTS., 01-1 44143 M 0. 101891532438 $5.00 07)08/2010 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 167}1 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 a. - 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 tAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition SDNY_GM_02761447 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248369 EFTA01331887 VW0HY1)10 A ilD V4.10)O;1)10 OT C 1J8 9 inr ne H]I1V8is"381.lV 8081V V214.11M 03113 SDNY_GM_02761448 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248370 EFTA01331888 8 SI O RELEASE 0 3 FO Financing, LLC (the "Secured Party"), as the secured party under the Mortgages (described and defined in Annex I attached hereto), hereby: (i) releases from the terms of the Mortgages all of the collateral covered thereby (including but not limited to the Airframe and Engines described on Annex 1) and (ii) discharges the international interests created by the Mortgages and represented by the International Registry File Numbers described on Annex I. a Dated: AiL i _ , 2010 L C [The remainder of this page is intentionally left blank] O N A T D SDNY_GM_02761449 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 0024837I EFTA01331889 vuown' quow/i t°10 A .1.13 010Z 60 lcl 2, IT )3.v.`1:...D321 1,V 110t Y; (13-1 "Iti 30 SDNY_GM_02761450 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248372 EFTA01331890 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_02761451 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248373 EFTA01331891 Annex I To Release Page 1 te At One (1) Raytheon Aircraft Company model 400A aircraft bearing manufacturer's serial number RK-244 (described on the International Wistry drop down menu as RAYTHEON AIRCRAFT COMPANY model 4004 with serial number RK-244) and U.S. Registration No. N49314X. Entices Two (2) Pratt & Whi8pqg Canada model JT15D-5 aircraft engines bearing manufacturer's serial numbers ECE-JA0236 and PCE-JA0257 (described on the International Registry drop down menu as PRATT & WHITNEY CANADA model JTISD SERIES with serial numbers JA0254-and M0257) (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 12/13/07 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, LW, as Mortgagee VH0H O80 A113 ii-OV.0 1 NO 60 £ Wel ativeWthigalortgages"). tie rime A3S LP/ Deli 4V3 HUM (13113 SDNY_GM_02761452 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248374 EFTA01331892 DOCUMENT LEVEL ANNOTATIONS FOR DOCUMENT ARE001839192 SEE RECORDED CONVEYANCE AM000500 ET AL ZSC3921 PG 195 SDNY_CPO_02761453 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248375 EFTA01331893 SDNY_GM_02761454 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248376 EFTA01331894 RECORDED CONVEYANCE FILED IN: U.S. DEPARTMENT OF TRANSPORTATION NNUM: 4931.X FEDERAL AVIATION ADMINISTRATION SEIUAL NUM: MFR CROSS-REFERENCE—RECORDATION : MODEL: AIR CARRIER: This form is to be used in cases vitae a conveyance covers several aircraft and engines, propellers, or locations File original of this fonn with the recorded conveyance and a copy in each aircraft folder invol td. TYPE OF CONVEYANCE DATE EXECUTED NAME CHANGE FEBRUARY 11, 2010 FROM DOCUMENT NO. AIR GHISLAINE INC TO OR 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 Paris AFS.750-23R (OM) SDNY_GM_02761455 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248377 EFTA01331895 SDNY_GM_02761456 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248378 EFTA01331896 FORM APPROVED OMB No. 2120.0042 UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION PatiWAAL AVIATOR ApilliNNITRATIOM-SIOCII NONSICINEY AJESCIUAUTCAL abli131 § AIRCRAFT REGISTRATION APPLICATOR 'C CERT. ISSUE DATE UNITED STATES REGISTRATION NUMBER II 493LX C Zt (. AIRCRAFT MANUFACTURER S MODEL c Raytheon Aircraft Company 400A 11 AIRCRAFT SERIAL No. N E. RK-244 FOR FAA USE ONLY C3 TYPE OF REGISTRATION (Cheek a box) .C.! K 5. Gov't. O EL lidnalzdn C O 1. IndlTdUill 0 2. Partnership 0 3. Corporation Igi 4. Co-owner O Corporation E NAME OF APPLICANT (Polvon(s) shown on evIdenell of ownership. If incevklual. give last name. and name. and coddle Initial.) 1.) Air Ghislaine, Inc. 6.25% of 100% III See Attachment eio ted 1- Kt-ID) TELEPHONE NUMBER: ( ) ADDRESS (trait rnallIng_Brirress bailee' epplicant listod.)(Il P.O. BOX Is used. physical Halmos must also be shown.) Flight Options, LLC Number anti street: 26180 Curtiss-Wright Parkway Rural Route: P.O. Boa: CITY STATE ZIP CODE Richmond Heights OH 44143 CI CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Reed following the statement before signing this application. This portion MUST be completed. A Istse or dielleneat near to any question In OILS application may be grounds for punishment by fine and / of Imprisonment (U.S. Coda Title IS. Sec. 1001). 41110 IIWE CERTIFY. CERTIFICATION (I) Thal to Caen &MUIR IS owned 01, the undersigned aPplicant. who is s cation (gnawing oCuperratiOntll of the United States. (For voting mut give name or suttee: I C. CHECK ONE AS APPROPRIATE: a. 0 A reeldent alien. with Wien ragIstrallon (Form 1.151 or Form 1-551) No aware b. IZKA nonaltIzen °atop:aeon organized and doing Wellston under the laws of (stale) . tara natner CIVEkittliri 4ht* PIM .?"Ricihrientrlitti•hreiregile rLdpee lc.' (2) That the Sand, Is not registered under the laws any foreign country: and (3) That legal evidence of ownership is attached or has been filed with the sedwal Avieuon Administration. NOTE: If executed for co-ownership all applicants must sign. Use reverse side If necessary. TYPE OR PRINT NAME BELOW SIGNATURE SIGNATURE TITLE V P of Whole Aircraft ghles li.t C----- -- & Acquisitions of Flight Options, LLC 6 a SIGNATURE Tons acting as Attorney-In-Wt i1 Edward T. McDonald for Air Ghislaine, Inc. TITLE 1-let-it) DATE 2 SIGNATURE NOTE Pending receipt of the Certificate of Aircraft Registrations the aircraft may be operated km a period not In axone et 90 days. doting which lime the PINK copy of Olt aPPlialtiCin must be owned In the aircraft AC Form 8050-I (5/03) (0052-00-e28-9007) SDNY_GM_02761457 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248379 EFTA01331897 ViNONV1No 1110 VIN0HV -O,0 CS i Lid 61 010Z ae N0LLVILLSI0DU JAVU0LIIV VVA H.LIM G311A SDNY_GM_02761458 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248380 EFTA01331898 ATTACHMENT TO AIRCFtAFT,REGISTRATIO14 APPLICATION 044-V4,4 Reg ft: N4931X Model: Raytheon Aircraft Company 400A SMS: 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 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.) Emeril Alr, 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 6.25% of 100% Shown on Original form hereto Robert L. Emery & Dana M. Emery - 11.) Trustees 6.26% of 100% Shown on Original form hereto 12.) Two Big Bears, LLC 6.26% of 100% Shown on Original form hereto 13.) Daniel O. ConwIll, IV 3.126% of 100% Shown on Original form hereto 14.) Marm Partners, LLC 6.26% of 100% Shown on Original form hereto 16.) Advance Beverage Company, Inc. 6.26% of 100% Shown on Original form hereto 16.) LU Corp. 8.26% 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 02,3,4,5,8,7&,9,10,11,1Z13,14,15.18 Edward T. McDonald V P of Whole Aircraft Sales & Acquisitions of Flight Options, LLC for #17 Edward T. McDonald By signing above, the volition agrees and stipulates (I) to the tams, conditions and certification of the AC Form 8050-1 Aircraft Registration Application. to which this page is attached (the 'Application", (II) that all of the Mformation set forth a the APPlicalon Is true and correct as of this date. and (III) the Apptcation may be executed by the co-owners by exeCutrg separate counterpart signature pages, eadi of which when so executed and delivered shall be an orighel, but as such counterparts shal together constii/At but one and the same applcatiors SDNY_GM_02761459 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0O248381 EFTA01331899 MOWN() ALIO VWOHIMIO £S bid 6INdPOIOZ a9 NOLLMESIO3e11.02101JIV HIIM 03111 SDNY_GM_02761460 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248382 EFTA01331900 DOCUMENT LEVEL ANNOTATIONS FOR DOCUMENT ARE001513367 TYPE OF REG CORR'D TO SHOW TYPE #9, NON-CITIZEN CORP CO-OWNERSHIP SDNYCPO02761461 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248383 EFTA01331901 SDNY_GM_02761462 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248384 EFTA01331902 FORM APPROVED OO OMB NO. 2120-CO42 UNITED STATES OF AMERICA U. S. TEPAITINNI OF TIMISPIRTANN MAL AVIATION MINISTRATION 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- 0 CRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N 493LX AIRCRAFT MANUFACTURER & MODEL • RAYTHEON AIRCRAFT COMPANY 400A 100191418128 v. AIRCRAFT SERIAL NO. 55.00 01/19/2010 RK-244 DOES THIS IC1 TH DAY 05304, 2010 HEREBY SELL, GRANT, TRANSFER AND 6 DELIVER ALL RIGHTS, TITLE, AND INTERESTS O Do Not Was 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 LTA 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 fl '" DAY OF,jail ., 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 -dia--- 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 SDNY_GM_02761463 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248385 EFTA01331903 tfiyollvimo CST Lid 6T NYin aB Noliv„ 010? • ti•LS103v VVdifitsi OVA, SDNY_GM_02761464 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248386 EFTA01331904 FORM APPROVED OMB MD. 2120-0042 UNITED STATES OF AMERICA ILL IHMIIIIENI If TRAIMMITMIM MEM MUM MIIIIIIMIINI 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 493LX AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS fl TH DAY OFJ4A., 2010 HEREBY'' SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS Clo Not Writs 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 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 ICH DAY OFjak ., 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 t-__-- 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 SDNY_GM_02761465 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248387 EFTA01331905 VI1011V1)10 All0 MOHY-DIO CSI lid 61 Nill' 010? aB 110IIVUISIDa liVHOWV Vtid HIM 03114 SDNY_GM_02761466 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248358 EFTA01331906 FORM APPROVED OMB No 2120-0042 UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION etoestAL AVUMON AlleneliffillaillOseamill eigillinCielltY IMICIMMTCAL COMM AIRCRAFT REGISTRATION APPLICATION CERT ISSUE DATE 3 UNITED STATES REGISTRATION NUMBER Pi 4411X AIRCRAFT MANUFACTURER a MODEL Raytheon Aircraft Ccapzuti 400A AIRCRAFT SERIAL No. RK-244 FOR FAA USE ONLY D '4 TYPE OF REGISTRATION (Clock one bcop .3 1. InSIVIGUIM O 2. Panne.laep O 3 COMOratiOn RI 4. Co-own- O 5. Gov't. O S. m en a O NAME OF APPLICANT (Peraon(s) shown on ovklonoo of omminthip. II WSWfoal. give MR nwne. first name, end middle Millen 1.) Air Ghislaine, Inc. 6.25% of 100% IP (-See Attachment ota,ceel ia.--(9-1--oqi TELEPHONE NUMBER:( ) ADDRESS (Permanent adorable for first applicant ailed.)(II P.O. BOX Is lad. physical address must also be shown.) c/o: Flight Options, LLC Number and neat: 26180 Curtiss-Wright Parkway Rural Rotas: P.O. Sot: CITY STATE ZIP CODE Richmond Heights OH 44143 c] 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 false or dishonest answer to any mention in this application may be grounds tor punishment by fine and , or imentionmonl (U.S. Code. Title 18. See. 1001). 41111 VWE CERTIFY: CERTIFICATION (1) That the (above aircraft Is owned by the undersigned applicant. who is a dere° (.ncfuding corporations) of the United Stelae (For voting trust. give name of libelee' ). or. CHECK ONE AS APPROPRIATE: a. O A resident seen, with alien registration (Form 1.151 0. Form 1-551) No. b. gi A non-citizen Corporation organized and drenObusinsss under Me laws of (state) Delaware LT:0 = n? ) DI2618treokent-PirfattMSIMPINtic.ntt h7C1-n 2att I°' (2) Thal the aircraft is not registered under the laws of any foreign country; and (3) Thal legal evidence of ownership is attached or has been fried with the Federal Aviation AfillOIMSO OOP, . NOTE: If executed for co-ownership all applicants must sign. Use remorse side if necessary. TYPE 0 P IN NA E OW SIGNATURE SI T R V P of Sales & MarketinrM TITLE Il of Flight Options, LLC o7c)/ —Oq - SIONAT RE "ME acting as Attorney-In--OM Joh J. lein for Air Ghislaine, Inc. SIONA RE TITLE DATE NOTE Pending receipt ol the Canalcale of Aircraft Registration. the Siretaft may be operated 1or a period not in excess 0 00 days. during which time the RINK copy of this application " is. I. Gored In the °act*" AC Form 8050-1 (5/03) (0052-00-628-9007) SDNY_GM_02781487 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248389 EFTA01331907 . • • ' • • •. • .• "..1 • • . ."•.! • • •• t.. • • " • . . •• . Viv0HVMO Apo 'lig ; Offirl>1.0:. ra o3o-stoii .' 'c. 74:. ' 79.!;4:et:a • . NOLLVyl$1331.14..1V8081! • VV.4 11M • arild • • ;Az; " SDNY_GM_02761468 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248390 EFTA01331908 ATTACHMENT TO AIRCRAFT, REGISTRATION APPUCATION Mika cW-07 Reg #: N493LX Model: Raytheon Aircraft Company 400A SINN: RK-244 Owning an undivided Name of Applicant: interest of: Address: 1.) 2.) Southeastern Mills, Inc. 1260% 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 6.26% 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 8.26% of 100% Shown on Original form hereto 12.) Two Big Bears, LLC 6.26% of 100% Shown on Original form hereto 13.) Daniel O. Conwill, IV 3.126% of 100% Shown on Original form hereto 14.) Maim 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 #2.3.4,5.8,7,8,9,10.11.12.13,14 W-O2frog V P of Whole Aircraft Sales & Edward T. McDon Acquisitions of Flight Options, LLC for #15 041-01 By signing above. the applicant agrees and stipulates (i) to the terms. conditions and cretkatkm of the AC Conn 8050.1 Aircraft Registration Application. to wre this page is attached (the -Application"). (II) That all of the information set loith on the Application Is true and curried as of this date. and (III) the application may be executed by the co-owners by executing separate counterpart signature pages. each of whidt when so executed and delivered shall be an original, but all such Counterparts that together constitute but one and the same application. SDNY_GM_02761469 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0O248391 EFTA01331909 Vti0HV1)10 All0 VPI0MN0 sZ OI Wd TZ 330 601)? a° NOIIVa1SJOBS 10VOWY VVJ KUM 03114 SDNY_GM_02761470 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248392 EFTA01331910 FORM APPROVED O OMB NO. 2120-0012 O UNITED STATES OF AMERICA 2 0 S. OHMTKENT If IIMSFIRTAIIN MAL AIMEE ABNIIIIIATIM AIRCRAFT BILL OF SALE 0 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 •0 REGISTRATION 0 NUMBER N 493LX a AIRCRAFT MANUFACTURER & MODEL C RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. -4 RK-244 0 0 DOES THIS 2151-DAY OF DEC., 2009 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS Do Not 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 MIME INITIAL) PURCHASER MARM PARTNERS LLC 6.25% OF 100% 26180 CURTISS-WRIGHT PARKWAY RICHMOND HEIGHTS, Oil 44143 093551017119 $5.00 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 THISalbrbAY 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 V P OF WHOLE AIRCRAFT SALES EDWARD T. MCDONALD & ACQUISITIONS ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES CF FM RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VAUDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052-00.629-0003) Supersedes Previous Edition SDNY_GM_02761471 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248393 EFTA01331911 AA/ viyouvixo v;volivuo 62 Or LW re He now,instoau 030 pe VV4 rum+ 140113afv claw/ SDNY_GM_02761472 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248394 EFTA01331912 FORM APPROVED O C448 NO. 2120.0042 UNITED STATES OF AMERICA i• It MFAIII/Mit IFIMNIPMTADINITIGIAL AIMMNIVISMIRATION 8 AIRCRAFT BILL OF SALE o 0 FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES- 4 CRIBED AS FOLLOWS: . i UNITED STATES 7: REGISTRATION I NUMBER N493LX a o a AIRCRAFT MANUFACTURER & MODEL c- • RAYTHEON AIRCRAFT COMPANY 400A O AIRCRAFT SERIAL NO. :I RK-244 0 DOES THIS e DAY OF NOV., 2009 8 8 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS lpb) o Do Nowmto In This Block > IN AND TO SUCH AIRCRAFT UNTO: FOR FAA USE ONLY K NAME AND ADDRESS i OF INDMDUAL (5), GIVE LAST NAME. FIRST NAME, AND MIDDLE INITIAL.) Ce w 6.25% OF 100% 02, FLIGHT OPTIONS, LLC R 26180 CURTISS-WRIGHT PARKWAY HTS., OH 44143 ace RICHMOND D o. 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 NOV., 2009. NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPED OR PRIMED) (IN INK) (IF EXECUTED FOR (TYPED OR PRINTED) CO.OWNERSHIP. ALL MUST SIGN.) SELLER MOUNTVILLE MILLS, Cr.----- - V P OF WHOLE AIRCRAFT INC. SALES & ACQUISITIONS OF EDWARD T. MCDONALD FLIGHT OPTIONS, LLC ACTING AS ATTORNEY IN-FACT FOR MOUNTVILLE MILLS, INC. ACKNOWLEDGEMENT (NOT REQURED 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) SupersedO, Previous Edition, SDNY_GM_02761473 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248395 EFTA01331913 SDNY_GM_02761474 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248396 EFTA01331914 FORM APPROVED OMB NO. 2120.0042 UNITED STATES OF AMERICA , ILL IEMATIENT OF RMSP0RTAMIIMOW AVIATINIMAIMSTRARIN ( 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- 1 CRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N493LX AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. D RIC-244 DOES THIS 2e DAY OF JULY, 2009 0 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS Do Not WOW M The Mock 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 3.125%OF 100% 26180 CURTISS-WRIGHT PARKWAY RICHMOND HTS., O14 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) (IN INK) (IF EXECUTED FOR (TYPED OR PRINTED) CO-OWNERSHIP. ALL MUST SIGN.) SELLER DANIEL 0. CONWILL,IV e- re f VP OF WHOLE AIRCRAFT SALES & ACQUISITIONS OF FLIGHT EDWARD MCDONALD OPTIONS, LLC ACTING AS ATTORNEY IN-FACT FOR DANIEL 0. CONWILL, IV MAY BE REQUIRED ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING:. HOWEVER. ... . • 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_02761475 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248397 EFTA01331915 SDNYGM02761476 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA O{)248398 EFTA01331916 FORM APPROVED OMB NO. 2120.0042 a UNITED STATES OF AMERICA MI. WARNE/ IIIIIIIMITIMPIRIM AMU AIMINSTRATION AIRCRAFT BILL OF SALE i FOR AND IN CONSIDERATION OF $1.00 ovc THE i 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. RIC-244 DOES THIS 7" DAY OF JULY, 2009 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS Do Not lAhile In This Blcc.k IN AND TO SUCH AIRCRAFT UNTO: FOR FM USE ONLY NAME AND ADDRESS (IF INDIVIDUAL (8). GIVE LAST NAME. FIRST NAME. AND MIDDLE IN(T1AL ) PURCHASER FLIGHT OPTIONS, LLC 9.375% OF I00% 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 7T11 OF JULY, 2009. NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPED OR PRINTED) (IN INK) (IF EXECUTED FOR (TYPED OR PRINTED) CO.OWNERSHIP. AU_ MUST SELLER SIGN.) PARKS AVIATION, LLC C. 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 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_02761477 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248399 EFTA01331917 VH"ViV0 A113 VW0Hvixo 62 °I UV TO 330 gm rig N0UVU1S103111.O8 Vtid HAM 031td SDNY_GM_02761478 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248400 EFTA01331918 FORM APPROVED OMB No. 21200042 UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION FEDERAL MINKS aelelasinseite woisnomeT AMOOMAUTICAL =WM/ AIRCRAFT REGISTRATION APPLICATION CERT. ISSUE DATE '9. 2 UNITED STATES REGISTRATION NUMBER AIRCRAFT MANUFACTURER • N 493LX MODEL C a Raytheon Aircraft Company 400A i c AIRCRAFT SERIAL No. ic RK-244 FOR FAA USE ONLY C TYPE OF REGISTRATION (ONCE one bald n 8 . Non-buwa C D I. Individual O 2. PertnefehiP O 3. COMONSUOil gi 4. Co-owner O 5. Gov't. O CORlotnn 2 NAME OF APPLICANT (Person(s) shown on evidence Of Ownefship. if Individual. give last name. Net name, and middle initial.) Iii, 1.) Air Ghislaine, Inc 6.25% of 100% (... !ee Attachment 6(0,1_04 ldvAlock 1) TELEPHONE NUMBER: ( ADDRESS (Permanent ensgentififx C/O: ) for_lirel t Opttgrr nee (If P.O. sox is used. physical sddresa must also be sholain.) Number end street: 26180 Curtiss-Wright Parlasey Rural Route: PO. Sad: CITY STATE 20P CODE 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 Mine or dishonest answer to Any question In this application may be grounds kit punishment by fine and I Of IMPrhatinment (VS. Code. Title III. Sac 100i) CERTIFICATION el , IRIS CERTIFY. (1) That the above aircraft is owned by the undersigned applicant. who to a citizen (including corporations) of the united Slates. (For venni; oust. give name of trustee: I Or CHECK ONE AS APPROPRIATE: a. 0 A resident ahem, with alien nigIstrallon (Form 1-151 or EOM, 1-551) No. b. SiCA non-cotton corporation organized and doing badness under the laws of (slate) Delaware x and sa d aims inspection al and maril used In hed la Recc I111' ilt.. "1 1 5-1-2411r) 'w (2) That the aircraft is not registered under the laws of any iCireign country: and (3) That legal evidence of ownersNe Is attached of has been Med with Ma Fodorat Aviation Administration. NOTE: II executed for co-ownership all eINSIICants must sign. Use reverse side if necessary. TYPE 0 N ELOW SIGNATURE B R V P of Sales & Marketi ap/itT i— ,e Sg Tine of Flight Options, LLC Inj I t4)0 9 a 3 SIGNATU rulaacting as Attorney-in-Famim for Air Ghislaine, Inc. ii; 65 Joh J. Lein TITLE DATE en SIGNATU i % NOTE Pending receipt of the Conifscato of Aircraft Regi tration, the aircraft may be operated for a period no. in excess of 90 days. during which limo the PINK copy of this OpPatiort must be Canted In the aircraft. AC Ran 80504 (5/03) (0052-00-628-9007) SDNY_GM_02761479 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0024840 I EFTA01331919 • J. . V14O14V1XO Alla V1-4O14ViNO cp A tic! 9t tooii MB No v SIO3ti iSCAr3 814 :' V VI 1-1.11M O311.4 SDNY_GM_02761480 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0O248402 EFTA01331920 ATTACHMENT TO AIRCRAFTIrCATION APPLICATION Reg #: 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 6.25% of 100% Shown on Original form hereto 5.) Dockery Leasing Corporation 6.25% of 100% Shown on Original form hereto 6.) JHPH, LLC 6.26% of 100% Shown on Original form hereto 7.) George H. Davis, Jr. 3.126% of 100% Shown on Original form hereto 8.) EmerilAIr, 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 6.26% of 100% Shown on Original form hereto 13.) Two Big Bears, LLC 6.26% of 100% Shown on Original form hereto 144 Parks Aviation, LLC 9.375% 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 8 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 8 Marketing of Flight Options, LLC for CB the AC Form 8050-1 Nivel Registration Application. to which By signing above. the applicant agrees and stipulates (I) to the terms. conditions and certiecsdlon of this page is attached (the "Application'). (II) that all of the information set forth on the Applcallon is true and correct as of this dale. and flli) the Application may so executed and delivered shall be an ceicnal. tut all such be executed by the co-owners by executing separate counterpart signature pages. each of which when counterparts shall together constitute tut one and the same applicatIon SDNY_GM_02761481 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248403 EFTA01331921 17L4011V1M A 113 VI4OHCI 0 MO CS I bid I 9I 6001 ae NOLL VILLSID3S Ii 7 d3HIV • V. g3 HUM 0311j SDNY_GM_027614112 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248404 EFTA01331922 FORM APPROVED L OMB NO. 2120-0042 (11 0 UNITED STATES OF AMERICA 0 U. S. flEPMINENTIf TRAMPIMATTIN FEDERAL AVIATION AMMIRAITIN 00 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 DES- CRIBED AS FOLLOWS: X UNITED STATES REGISTRATION N493LX ;3 NUMBER a a AIRCRAFT MANUFACTURER & MODEL 24 Raytheon Aircraft Company, model 400A AIRCRAFT SERIAL NO. RK-244 O p DOES THIS 14T" DAY OF 3tAki ., 2009 0 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS a FNot Wnle In This Dock Do IN AND TO A 6.25% of SUCH AIRCRAFT UNTO: OR FAA USE ONLY NAME AND ADDRESS (IF INDIVIDUAL (5). GIVE LAST NAME. FIRST NAME, AND MIDDLE INITIAL) Flight Options, LLC PURCHASER 26180 Curtiss-Wright Parkway Cleveland, OH 44143 6.25% OF 100% 091971356165 55.00 07/10/2009 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 THISNI " DAY Of9i,4 2009. NAME (S) OF SELLER SIGNATURE (S) TIM (TYPED OR PRINTED) (IN INK) (IF EXECUTED FOR (TYPED OR PROMO) ERSHIP, AU. MUST SIGN.) Bank of America, N. A., as SELLER Vice President Administrative Agent . d vr . ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAARECORDING: 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_O2761483 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248405 EFTA01331923 141.5fric V HONV 1)10 A113 V NON ViN0 CS it PM 1st 1111 600t 88 NOI1V 8151038 Id V tIDHIV • V Vi 1411M 03113 SDNY_GM_02761484 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248406 EFTA01331924 AGENCY DISPLAY OF ESTIMATED BURDEN 8 The Federal Annum Admen(ranee oda:ince thine scents burden for Si. report h.5 boor per rayons. Vote may submit gay connects reentrant the t of Maaarmenc and Budget (OM fl) Too wry .he tend comments to smarmy of an burden estimate er any sugtestIons for ttdmIng Sr hordes so nit Mkt number II/04042 Ana., Registry. P.O. Bot 23501. Oldaleeena CHB OK 73125-0504 AtItabiln: CAM Ike PedenI Miblielk Adaitilltntlien. O3 U.S. DEPARTME NT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION a Aircraft Registration Branch P.O. Box 25504 8 Oklahoma Clty,OK 731234504 • CERTIFICATE OF REPOSSESSION OF ENCUMBERED AIRCRAFT 8 a (Fractional Interest) Aircraft Manufacturer and Model Ravthoon Aircraft Company. 400A Aircraft serial number RK•244 FAA registration number N79 TA bra At4CIW in connection with Samair, Inc. ("Debtor") entered into a Promissory Note ("Note'), dated January 14, 2002, in favor of RACC, Aircraft Company model the financing of the acquisition of a 6.25% fractional interest in the following: that certain Raytheon N793TA), and 400A aircraft bearing manufactures serial number RK-244, United States Registration No. N493LX (formerly two (2) Pratt & Whitney Canada model JT15D-5 (described as PRATT & WFIITNEY CANADA model 3T150 SERIES on the • horsepower or the International Registry drop down menu) aircraft engines (which engines have 550 or more rated takeoff serial number PCE•JA0256 and PCE-JA0257 (described as 1A0256 and JA0257 on equivalent thereof) bearing manufacturer's the International Registry drop down menu) (collectively the "Interest"). dated January 14, Debtor executed that certain Security Agreement (as assigned and set forth below, the "Security Agreement"), by RACC to Raytheon 2002 covering the Interest, in favor of RACC to secure payment of the indebtedness of the Note, assigned assigned by RARC to Aircraft Receivables Corporation ("RARC, by the FAA Assignment dated January 15, 2002, and further National Association as Administrative Agent by the FAA Assignment dated January IS. 2002, collectively Bank of America, recorded by the Federal Aviation Administration on March 6, 2002 as Conveyance No. S118267. of America, N.A., as Pursuant to FAA Assignment dated September 22, 2003, the Security Agreement was assigned by Bank further assigned to administrative agent under the Fourth Amended and Restated Purchase and Sale Agreement to RARC, as administrative agent General Aviation Receivables Corporation ("GARC"), and further assigned to Bank of America. N.A., I, 2003, recorded by (the 'Agent" under the Fifth Amended and Restated Purchase and Sale Agreement, dated as of September 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. and repossessed the On or about June IS, 2009, Agent foreclosed on the security interest granted by the Security Agreement with applicable laws. Agent has performed all obligations imposed on the secured party under the Security Interest in accordance laws. The undersigned cenifies that, in accordance with the terms of said Security Agreement. Agreement and applicable local persons claiming by, and pursuant to the pertinent laws of the State of Kansas, Agent divested the Debtor, and any and all owns the Interest. through or under Debtor, of any and all title they had or may have had in the Interest and that Agent now NOTE: If the agreement inoolved was not recorded with the Aircraft Registration Brunch. the original or certified true cm should accoropxn this remro.,te of repocresuon. Vice-President Tide Q. Date/ It\I ?coy 091971356165 $15.00 07/16/2009 B SDNY_GM_027614135 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248407 EFTA01331925 VHOW.V 1 WO All3 Vii0H VINO 29 T. IJcI 91 -ifir 6002 ?la N011I/ 7115103d 14 V tQiI/V V VA HIM 03113 SDNY_GM_02761486 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248408 EFTA01331926 DOCUMENT LEVEL ANNOTATIONS FOR DOCUMENT ARE001149633 SEE DEC CONY N 5118267, CO18, PG 1, ET AL SDNY_GM_02761487 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248409 EFTA01331927 SDNY_GM_02761488 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248410 EFTA01331928 I hereby certify this Issttutt exact c ot e eati/ 0 0 re e enacetSC. 0 LOAN 00 (For use on deals drawn under the September 1, 2003, Agreement) 3 0 FAA RELEASE 0 Raytheon Aircraft Company Model 400A Manufacturer's Serial No. RK-244 Registration No._ N493LX Engine Make and Model Pratt JI15D Engine Serial Nos. pre-„w12% a PCP4A0257 0 Propeller Make and Model N/A_ Propeller Serial Nos. N/A O O The undersigned, assignee of the interest of Raytheon Aircraft Credit Corporation, Secured N Party under the Security Agreement dated January 14 2002 , with Snmair • Inc. as Debtor, recorded by the Federal Aviation Administration on march 4, 7nn? , , as Conveyance No. S118267* ,which Security Agreement was assigned to the undersigned pursuant to the FAA Assignment dated as of capromhar 99 , 2003 recorded by the FAA on September 79, 200% es Conveyance No. nneoe72 , hereby releases all ofits interest in the collateral covered by said Security Agreement. Dated this 114 day of hi y , 2009 *and assigned by Raytheon Aircraft Credit BANK OF AMERICA,NATIONAL ASSOCIATION Corporation to Raytheon Aircraft ReceivablesAs ArminvRA Corporation' by FAA Assignment dated S TIVE AGENT . , 1/14/02, further assigned to Bank of America , National Association as Adminstrative By: Agent, collectively recorded by the FM on Kathleen M. Carry,'V e President 3/6/2002 as Conveyance No. S118267.." BA018,0 .ne unotrstgr.cd as;tguorshereby iclease ill oflb-air-interest, ifany, in-the collateral covered by the Security Agreement described above. Dated this 14_ day of July , 2009 . Raytheon Aircraft Raytheon Aircraft General Aviation Receilles Co ration Credi4o4oration e iornon Reeeivi bles.Cc By: flat/ et4 By: Wald/ By: ///1/ 144.) Name: David A. Williams Name: David A. Wi Mares Name:Stalls:as Title: Vice President - Title: Virtiz 1:1-41i dent - Title: vira Prost dent - 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 CerilbfAiicaa Ncasession filed iJttPloq by Rank of America, N.A. As Admin. SDNY_GM_02761489 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248411 EFTA01331929 .V14011V 1510 V1-10Wil)10 A113 vis T taa 91 1111'600Z H011,11:11549.3B 3/41V YV31-111111 C1311.4 SDNY_GM_02761490 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248412 EFTA01331930 DOCUMENT LEVEL ANNOTATIONS FOR DOCUMENT ARE001149632 ORIG RETD TO IATS SEE REC CONV # S118267, C018, PG 1, ET AL SDNY_GM_02761491 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248413 EFTA01331931 SDNY_GM_02761492 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248414 EFTA01331932 FORM APPROVED Me No. 2120{042 UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION FaCana amallas Aosorionsumoseeks mastoolir minraimiimcza cfl 8 AIRCRAFT REGISTRATION APPLICATION CERT. ISSUE ()ATE ID UNITED STATES REGISTRATION NUMBER 141 4931X a CO AIRCRAFT MANUFACTURER a EL Raytheon Aircraft ny 400A AIRCRAFT SERIAL No. RK-244 FOR FAA USE ONLY %E. TYPE OF REGISTRATION (Check one box) it O 1. Individual O 2. PartnerehiP O 3. Capbaba. *ZI 4. Co-owner Q 5. Govt 0 8. WWI-Caen O O co NAME OF APPLICANT (Person(,) shown on evidence of ownership. If IrKiMclual. give last name. era name. and middle India) 1.) Air Ghislaine, Inc. 6.25% of 100% III Cs.Attachment d,...frd 5-G -oaf TELEPHONE NUMBER:( ) ADDRESS (Permanent infillinmi ck g htst kopatiti VIC tr.) (II P.O. BOX It used. Plnelcat address Must also be sham.) c/o; Number and etneet • 26180 Curtiss-Wight Parkway Rural Rate: P.O. Box: CITY STATE ZIP CODE Ri C. KILEl Heights OH 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 Cabo or dishonest answer to any quesbon in this application may be grounds for,punIshment by fine and / or inprisonrnen1 (U.S. Code. The 18. Sec. 1001). • CERTIFY: CERTIFICATION (t) That the above aircraft is owned by the undersigned enitearit. whO IS S citizen (rnCludin0 CaPeratiOna) of the United Stela (For voting MM. ghee name of trustee: ) Or CHECK ONE AS APPROPRIATE: a. 0 A resident Men with pen registration (Form 1-151 or Form 1-551) No b. Ini Anon-citizen corporation organized and doing business under me law* of (Pete) Delaware r d ddddondr-Vaitertin dia ran dggedgWilidd sit-rehr= riis iddi ndn'*Mr • s un for (2) That the aircraft is not registered under the laws of any foreign county: and (3) That loge/ evidence of ownership is attached or has been Mad with the Federal Aviation Administration. NOTE: II executed for co-ownership all applicants must sign. Use reverse side II necessary. TYPE OR PRINT NAME ELOW SIGNATURE SIGNATURE TITLE Executive Vice PresidOWE Rtt of Flight Options, LLC 5 -& -oq SIGMA E TITLE acting as Attorney-In- g James P. Miller • for Air Ghislaine, Inc. SIGNATURE TITLE r .I ; DATE NOTE Pending receipt of the Certificate of Aircraft Reglstrellon. the Sash may be operated for e paned not in extern Of 90 dna. during which lime the PINK copy of tits application must be 'Carded In the aintratt AC Form 8050-1 (5/03) (0052-00-628-9007) SDNY_GM_02761493 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248415 EFTA01331933 • VW0HVINO LLIO V1'!?HV1)10 Wd 9 AIJI.1 6002 88 NOLIV/11.S1 :4) . 8 1.4V80131V ("1"3-1IJ SDNY_GM_02761494 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248416 EFTA01331934 ATTACHMENT TO AIRCRAFT REGISTRATION APPLICATION elakci C-(0-09 Reg it: N493LX Model: Raytheon Aircraft Company 400A SINS: 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.) Samalr, 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 6.25% of 100% Shown on Original form hereto 7.) JHPH, LLC 6.25% of 100% Shaw on Original form hereto 8.) George H. Davis, Jr. 3.125% of 100% Shown on Original form hereto 9.) Emerli 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.) Mountvllle 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. Como/III, IV 6.26% of 100% Shown on Original form hereto Signatures: Title: Date: Executive Vice President of Flight Options. LLC Acting as Attorney-in-Fact for 12,34,5,6,7,80,10,11,12,13.14,15.16 By signing MOM, the soprani agrees and OpulateS (I) to the lens. conditions and cerellcation or the AC Tons 80504 Aircraft Registration Appecation.10 which Usif page Is aaached (Pie 'Appecalicrfl. (II) that ell of the Information set forth on the Application is ine and aired as of this date. and (III) the Application may be executed by the co-owners by mewling separate counterpart signature pages. each of which when so executed and delivered shall ten origami NJ! all such counterparts than together comfit,* but one and the same applaten. SDNY_GM_02761495 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248417 EFTA01331935 1110bh1OlIV7k0 vivotiv7m0 rh• r u, we, ,„„ ;fa mouvuisi.)58 now owe vvd ups GyLoup n., inv SDNY_GM_02761496 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0024841S EFTA01331936 FORM APPROVED OMB NO. 2120-0042 UNITED STATES OF AMERICA S ?IJ U. t MUM If IIIMIPINTATINIBBIAL AMIN ANANSTRAMII O AIRCRAFT BILL OF SALE 0 0 FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES- 1, CRIBED AS FOLLOWS: . UNITED STATES REGISTRATION NUMBER N 493LX a AIRCRAFT MANUFACTURER & MODEL • RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 O O 0 DOES THIS (0 TH DAY OF MAY, 2009 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 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 G. IN DAY OF MAY, 2009. NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPED OR PRINTED) (IN INK) (IF ECUTED FOR (TYPED OR PRINTED) C . AU. MUST SIGN.) SELLER FLIGHT OPTIONS, LLC EXECUTIVE VICE JAMES P. MILLER PRESIDENT ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPORKS 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 091261339024 $5:00 05K6/2009 SDNY_GM_02761497 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248419 EFTA01331937 VIVOI4V1NO All0 rig ':Hviuo r W3INh ouruildsci2u LIA:61311611: VVd HII9 I'd SDNY_GM_02761498 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248420 EFTA01331938 U.S. Department Flight Standards Service P.O. Boa 26604 of Transportation Alf CUM Registration Branch. Oklahoma 73126-0604 AFS•760 Federal Aviation Toll Free: WEB Address: Administration Date of Issue: May 4, 2009 AIR GHISLAINE INC SOUTHEASTERN MILLS INC ET-AL FuGurr OPTIONS INC 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. for Walter Hinkley Manager, FAA Aircraft Registry, AFS-750 Federal Aviation Administration AFS-750-FAX-4(I005) SDNY_GM_02761499 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0024842 1 EFTA01331939 SDNY_GM_02761500 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248422 EFTA01331940 p A Insured Aircraft Tit e Service, Inc. /by> F. F. 0 a P.O. Box 19527 Oklahoma City, Ok 73144 4848 SW 36ti Steel Oklahoma City, Ok 73179 T S 8O Federal Aviation Administration Aircraft Registry Date: 54 - Gentlemen: Please issue a duplicate certificate on the aircraft herein described: N 4015LX • Certificate has been lost in mail Make ktutilicfy iiircyaft- W. or Model qCOA " Customer has misplaced the certificate Sibt RK-A44 to the present registered owner: eptiovi6, at- •s•'Please issue a Flying Time Wire for this aircraft to Insured Aircraft Title Service, In in the Public Documents room. Thank you, 091241402408 $2.00 05/04/2009 By: Documentation Specialist stration to Return Certificate RO I of Registration to Return Certificate 1.A. •s LA ES SDNY_GM_02761501 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248423 EFTA01331941 Vil0ilV1)10 All0 VW0HV1 0' LW h AUW PAZ US NO11411SItill 1083111V VU HIIA 03111 SDNY_GM_02761502 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248424 EFTA01331942 FORM APPROVED OMB No. 21209042 UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION FEDERAL AVINTION normisrmumcomem Y01/tor re AERONAUTICAL cO(T AIRCRAFT REGISTRATION APPLICATION CERT. ISSUE DATE • UNITED STATES REGISTRATION NUMBER N 493LX AIRCRAFT MANUFACTURER • MOOEL O Raytheon Aircraft Coupany 400A 3 AIRCRAFT SERIAL No. co RK-244 FOR FAA USE ONLY TYPE OF REGISTRATION (Check ono box) O 1. Individual O 2. Partnerehlp 0 3. Corporation gl 4. Co-owner O 5. (3.3v1.. 0 8. 44°" -Citinn cwo O tp NAME OF APPLICANT "diem shown on evidence of ownership. II Individual. give last name. firsEntime. and Middle MOON) • . 1.) Air Ghislaine, Inc. 6.25% of 100% (See Attachment 6-tau( 5 --/ --0q) TELEPHONE NUMBER: ( ) ADDRESS ereerent maillysiess fer first wen:ant light Opti ons, rre)iii P.O. SOX Is used. physical address meat also be shown.) Number and street 26180 Curtiss-Wright Parkway Rural Routs: P.O. Sac CITY STATE ZIP CODE Richmond Heights OH 44143 C3 CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTIONt Read the following statement before signing this application. This portion MUST be completed. A false or dishonest answer to any question in this application mei be grounds TOT punishment by Tine end / Or imprisonment (U.S. Coda Title 10. Sec. 1001). • CERTIFY: CERTIFICATION (t) That the above aircraft is owned by the undersigned applicant who is a citizen (including corporations) of the United States. (For voting trust. give name of trustee: ) Or' CHECK ONE AS APPROPRIATE: a. O A resident alien. with Mien registration (Fenn 1-151 or Form I-551) No b. KJ A non-citizen corporation organized and doing business under the laws of (Male) and said amon tittod St De) aware_ for Y.. KIClitUtlU .715141.42rtitt Inspection at (2) That the itheraft is not registered under the laws of any for and (3) That legal evidence of ownership is attached or has been filed with the Federal Aviation Administration. NOTE: II executed for co-ownership all applicants must sign. Use reverse side if necessary. TYPE OR PRINT NAME SIGNATURE SIGNATURE TITLE Executive Vice Presigedt" EACH PA OF NS of Flight Options, Lit 6 ---/ - 6/ sl E umeacting as Attorney-In— APPUCADON MUST • .for Air Ghislaine, Inc. James P. Miller BE SIGNED IN INK. SIGNATURE TITLE DATE NOTE Penang facet* of the Certificate Of AiNfall IMOIStrellon. the Sarah may be eperated er a period not In excess ol 90 days during which tine the PINK COIN Of the OPPOCation must be owned In ens Windt AC Form 80504 (5/03) (0052-004284007) SDNY_GM_02761503 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248425 EFTA01331943 VW0i1V1)40 A110 V44r,HViN0 ell T Lid I HU 6002 NOIIVILLSII:i.A.1.3111i9IJIV VVJ 0311.4 SDNY_GM_02761504 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248426 EFTA01331944 ATTACHMENT TO AIRCRAFT REGISJRATION APPLICATION da,k I-0 Reg I N493LX Model: Raytheon Aircraft Company 400A SAW 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 3.126% of 100% Shown on Original form hereto 5.) Prime Time Associates, LLC 6.26% of 100% Shown on Original form hereto 6.) Dockery Leasing Corporation 6.25% of 100% Shown on Original form hereto 7.) JHPH, LLC 6.26% 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. 3.125% of 100% Shown on Original form hereto Wells Fargo Bank Northwest, N. A. - 11.) Trustee 8.26% 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 Origins form hereto 14.) Two Big Bears, LLC 6.25% of 100% Shown on Original form hereto 16.) Parks Aviation, LLC 9.376% of 100% Shown on Original form hereto 16.) Flight Options, LW 6.25% of 100% Shown on Original form hereto Signatures: Date: Executive Vice President of Flight Options. LLC Acting as Attorney-in-Fact for #2,3,4.5.6,7,8.9,10,11,12,13,14,15 5-froq Executive Vice President of Flight Options, LW for 816 By signing above. the applicant agrees and salpulates (I) to the team conditions and se/Visalia, of the AC Form 8050-1Myatt Registration Appacation. to which this page is attached (the 'Application, (II) that al of the InformatIco set forth on the Appicelion Ls Kw and stirred asilithis date, and (III) the Application may be executed by the co-owners by coreartOg separate counterpart signature pages, each ci which when so executed and delivered shal be an original. but en such counterparts shall together consatuto but one and the same appicaton. SDNY_GM_02761505 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248427 EFTA01331945 VW/JIVING A113 VPIOFIV1Y0 Wd I MU NU NOUVILLSIVA liVtIONIV VV4 HILY 03113 SDNY_GM_02761506 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248428 EFTA01331946 FORM APPROVED UNITED STATES OF AMERICA 00 IL S. MEW If =MITA= MAL AMAMI PJAMBITRAIlM N AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ove THE 0 UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES- • CRIBED AS FOLLOWS: 0 UNITED STATES REGISTRATION 0 NUMBER N 493LX a AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. 1,1 RK-244 0 0 DOES THIS liSt- DAY OF eYk ., 2009 HEREBY SELL, GRANT, T NSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS Do Vinte In MN Block IN AND TO SUCH AIRCRAFT UNTO: FOR FAA USE ONLY T D NAME AND ADDRESS (IF INONIDUAL ($). GIVE LAST NAME. FIRST NAME, AND MIDDLE INITIAL.) PURCHASER AIR GHISLAINE, INC. 6.25% OF 100% 26180 CURTISS-WRIGHT PARKWAY RICHMOND HEIGHTS, OH 44 I 43 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 JBrDAY OF ., 2009 NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPED OR PRINTED) ON INK) I XECUTED FOR (TYPED OR PRINTED) CO- 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 VAUDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (9192) (NSN 0052-00-629-0003) Supersedes Previous Edition D91211427538 $5.00 05/01/2009 99424442,7098- (1544/20419-er--- SDNY_GM_02761507 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248429 EFTA01331947 bW01ittblO Alto VWOHII1Y0 Oh I bid I An) $803 80 NOI1V8ISIL'ati 14V8018V VV,1 H111. (13113 SDNY_GM_02761508 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248430 EFTA01331948 FORM APPROVED OMB No. 2120-0042 UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION ireaanat. aVtalkzet AtelealITROCTIOS.OSE iscondaT eastelmatinCAL CORD AIRCRAFT REGISTRATION APPLICATION CERT. ISSUE DATE • D UNITED STATES REGISTRATION NUMBER 4931 X AIRCRAFT MANUFACTURER & MODEL N a Raytheon Aircraft Company 400A AIRCRAFT SERIAL No. RK-244 FOR FAA USE ONLY UI TYPE OF REGISTRATION (Check ono boa) O 0 1. Individual 0 2. Partnership 0 3. Corporation r44. CO-Owner O 5. Govt. O 8. Non-Cft who co NAME OF APPLICANT (Person(s) shown on evidence of ownership. II individual. give Ia name, first name. sad middle initial.) Ili 15.) Flight Options, LLC 12.50% of 100% C See Attachment ck aka 1-1--/—LICO TELEPHONE NUMBER: ( ) ADDRESS (Permanent mailing address for first ',ascent listed.) (If P.O. BOX is used. physical address must also be shown.) Flight Options, LLC Number and street 26180 Curtiss-Wright Parkway Rural Route: P.O. Box: CITY STATE ZIP CODE Richmond Heights OH 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 Mee or OenOnes, &newer to any question in this application may be grounds to, puniennlenl by line and r or IntraleOilman' (U.S. Code. Title le, Sec 1001). • CERTIFY: CERTIFICATION That the above aintren is owned by the undefined sopmean, who is a citizen (including corporations) (I) of the tented Stales. (Foe voting bust give name of trustee: ) or' CHECK ONE AS APPROPRIATE: 5- 0 A resident alien. wah Olen registration (Form 1.151 or Fenn 1-551) NO. b. 0 A noncitizen oarporation organized and doing business under the lows of (slate) and said aircraft is based and primarily used in the United Select ROMS or far hour, ale available. for Inspection at (2) That the aircraft is not registered under the laws of any foreign country; and (3) That legal evidence of ownership is attached or has been filed with the Federal Aviation Adreinishaeon. NOTE: if executed for co-ownership all applicants must sign. Use reverse side If necessary. TYPE OR PRINT NA LOW SIGNATURE SiGNATU , TITLE E Executive Vice President gi 6 g RE of Flight Options, LLC TITLE 4 —7—cci DATE 1 1 James P. Miller g SIGNATURE TITLE DATE NOTE Pending I *CAW of the Certificate of Aircraft FlOgiStriltlen, the aircraft may be operated for a period not in excess of 90 days, during 'ASCII time the PINK Copy of this OPPliordien mull be earned in the Worn. AC FORT 8050-1 (503) (0052-00-628-9007) SDNY_GM_02761509 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA (X)248431 EFTA01331949 • VINOI:V1N0 4V1)I0 .).1.19 VW" )3813 6042 OS i. Wd L 1.4vksotaw 11-3-I13 \fv 119y SDNY_GM_02761510 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248432 EFTA01331950 ATTACHMENT TO AIRCRAFT (tEGISTRAVON APPLICATION aa.ted 4_1_O1 Reg t N493UC Model: Raytheon Aircraft Company 400A S/NR: 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 6.26% of 100% Shown on Original form hereto 6.) 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.) Emerll 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 8 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, LW 9.375% of 100% Shown on Original form hereto 15.) 16.) Signatures: 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 By signing above, tho applicant agrees and stipulates (I) to the teems. conditions and certification of the AC Form 8050-1 moan Registration AppliCabon. to which the pages attached (the *ApplIcaticol, (II) Mal al of the information set forth on the Application is true and burred as of this date. and (III) the Application may be executed by the co-owners by escorting separate counterpart signature pages. each of which when so executed and delivered shall be an original. but all such counterparts than together constitute but one and the same applcallon. SDNY_GM_02761511 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248433 EFTA01331951 V}10,.,11)I0 11(0 HS11)10 OS i Wd z 6001 HdU , - -•90W7 );!: • ..37jj SDNY_GM_02761512 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248434 EFTA01331952 FORM APPROVED OMB NO. 2120-0042 O UNITED STATES OF AMERICA 0 O U.I WARMERII IIIMMINTAMNREM AIM= IIIIMMTIMIM k 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 DES- 0 CRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N 493LX 12 a AIRCRAFT MANUFACTURER & MODEL C RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. O RK-244 0 0 DOES THIS 1 TH DAY OF April ., 2009 0 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS Do FNot Write InTliakcic IN AND TO SUCH AIRCRAFT UNTO: OR FM USE ONLY yn NAME AND ADDRESS (IF INDIVIDUAL (5), 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 Apni., 2009. NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPED OR PRINTED) (IN INK) OF ECUTED FOR (TYPED OR PRINTED) CO-OW . 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 VAUDITY Of THE INSTRUMENT. ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition 090971402484 55.00 04/07/2009 SDNY_GM_02761513 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248435 EFTA01331953 VHOI1V1)10 A110 'Ay .I11/1)10 OS T hid L add 600Z NOI1V819!:;:11.315C:IOUIV tftrd Hltv 03111 SDNY_GM_02761514 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248436 EFTA01331954 RECORDED CONVEYANCE FILED IN: U.S. DEPARTMENT OF TRANSPORTATION WM: 493LX FEDERAL AVIATION ADMINISTRATION SERIAL NUM: RIC•244 MR: RAYTHEON AIRCRAFT COMPANY CROSS-REFERENCE—RECORDATION MODEL: 400A AIR CARRIER: This Tenn is to be used in cases %bete a conveyance coven seven! aircraft and engines, propclkss, or locations. File original of this form with the recorded conveyance and a copy in each aircraft folder involved. TYPE OF CONVEYANCE DATE FiCECLITED AIRCRAFT MORTGAGE AND SECURITY AGREEMENT 3/2OO9 FROM DOCUMENT NO. FLIGHT OPTIONS LLC LA001848 TO OR ASSIGNED TO DATE RECORDED FO FINANCING LLC APR 01, 2009 THE FOLLOWING COLLATERAL IS COVERED BY TIE CONVEYANCE: Total Aircraft t Total Engines: I Total Props: I Total Spare Parts: N493LX P&W C JTI SINS PCEJA0257 P&W C ITI5INS PCE-1,40256 AFS-750-23R (02/08) SDNY_GM_02761515 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248437 EFTA01331955 SDNY_GM_02761516 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248438 EFTA01331956 0 0 CERTIFIED COPY TO BE RECORDED BY FM 3 • a a• a 0 0 0 0 0 AIRCRAFT MORTGAGE AND SECURITY AGREEMENT dated as of T D March °O, 2009 made by FLIGHT OPTIONS, LLC 090791615147 $15.00 03/20/2009 in favor of FO FINANCING, LLC as Mortgagee I hereby certify that I have compared this document with the ceiginal and it is a true and coma copy thereof. aYf CH199 50$6130-5.066497.0373 SDNY_GM_02761517 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248439 EFTA01331957 MORV1)40 All0 VSN'•WilN0 CO 2 I'M 02 Hill WU 88 NOILVIJISK, 1P/11310V VVJ HMV CI3114 SDNY_GM_02761518 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248440 EFTA01331958 TABLE OF CONTENTS SECTION I CERTAIN DEFINITIONS 1 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 4.1I 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 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 04199 5086130-5.066497.0077 SDNY_GM_02761519 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248441 EFTA01331959 SDNY_GM_02761520 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248442 EFTA01331960 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 I Description of Aircraft and Engines - - CHI90 $0116130.5.066497.0072 SDNY_GM_02761521 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248443 EFTA01331961 SDNY_GM_02761522 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248444 EFTA01331962 AIRCRAFT MORTGAGE AND SECURITY AGREEMENT, dated as of March aD 2009 (the "Mortgage"), 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 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 the plural forms of such terms): "SC: 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. "Ajmit": 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 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 0(199 59x61)030664950072 SDNY GM 02761523 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248445 EFTA01331963 SDNY_GM_02761524 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248446 EFTA01331964 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. "Caoe Town Convention": collectively. the Aircraft Protocol, the Convention, the International Registry Procedures and the International Registry Regulations. "Certificated Air Cartier": 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 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 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 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 01199 5086130-3.06649/.0072 SDNY_GM_02761525 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248447 EFTA01331965 SDNY_GM_02761526 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248448 EFTA01331966 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 "IDEFtA": such de- registration and authorization as provided under the Cape Town Convention and as provided in subsection 6.9 of this Mortgage. Cu t99 5036130-5.066197 0072 SDNYGM02761527 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA )0248449 EFTA01331967 SDNY_GM_02761528 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248450 EFTA01331968 "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 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 arc 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. S:1516130.5 050497 .:072 SDNYGA402761529 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248451 EFTA01331969 SDNY_GM_02761530 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248452 EFTA01331970 "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 tide to or the use or possession of the Aircraft or any part thereof; O11199 5016130-5.066497,0071 SDNY_GM_02761531 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248453 EFTA01331971 SDNY_GM_02761532 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248454 EFTA01331972 (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(aX I 5Xc), (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 Ad. (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 19apwt 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, Ctit99 5086130-5.066497.0072 SDNY_GM_02761533 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248455 EFTA01331973 SDNY_GM_02761534 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248456 EFTA01331974 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 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 "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 -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, (11199 5016i30.5 066491 Ci372 SDNYGM02761535 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248457 EFTA01331975 SDNY_GM_02761536 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248458 EFTA01331976 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 Pan 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 arc in accordance with the terms of the Credit and Security Agreement. 4.7 Reserved. CHI99 5086130.5.066497.0072 SDNYGM02761537 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 0)248459 EFTA01331977 SDNY_GM_02761538 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248460 EFTA01331978 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(aRI5Re). 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, cach 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 CHI99 5086110.5.066497.0072 SDNY_GM_02761539 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248461 EFTA01331979 SDNY_GM_02761540 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248462 EFTA01331980 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, 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 Pecqnsion 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- 01199 5016130-5.066497.0072 SDNY_GM_02761541 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248463 EFTA01331981 SDNY_GM_02761542 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248464 EFTA01331982 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 tarns 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 (aXi) 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. CHI9i soa6uo-s 066407 0072 SDNY_GM_02761543 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248465 EFTA01331983 SDNY_GM_02761544 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248466 EFTA01331984 (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 Aooraisement. 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 Pelav 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 instillment or document evidencing any obligation or the production thereof in any proceeding. - 12 - CHM 30$61304.066497.0072 SDNY_GM_02761545 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248467 EFTA01331985 SDNY GM 02761546 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 0024846% EFTA01331986 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 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 tights 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 5066130-5066497 0072 SDNY_GM_02761547 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248469 EFTA01331987 SDNY_GM_02761548 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248470 EFTA01331988 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 - 14 - CHI99 50861304.066497PM SDNY_GM_02761549 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248471 EFTA01331989 SDNY_GM_02761550 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248472 EFTA01331990 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. - 15 - 01199 50$6130.3.066497,0072 SDNY_GM_02761551 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248473 EFTA01331991 SDNY_GM_02761552 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248474 EFTA01331992 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 FO FINANCING, LLC By Name: Bret Wiener Title: Vice President 0099 X01304.0E64197.0072 SDNY_GM_02761553 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248475 EFTA01331993 SDNY_GM_02761554 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248476 EFTA01331994 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: Title: FO FINANCING, LLC By Name: Bret Wiener Title: Vice President 0099 30861304.066497.0073 SDNY_GM_02761555 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248477 EFTA01331995 SDNY GM 02761556 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248478 EFTA01331996 Exhibit A Credit and Security Agreement [Not included for purposes of confidentiality.] CHEW 93690.5.065497.0072 SDNY GM 02761557 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248479 EFTA01331997 SDNY GM 02761558 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248480 EFTA01331998 Schedule 1 Aircraft: Airframe and Eng nese 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 PCE-JA0256" 21.875% COMPANY N493LX RK-244 JT15D-5 CANADA model 400A *Each of which Engines is cap ble of 1750 lbs or more of thrust or has 550 or more rated takeoff horsepower or the equivalent thereof. "Described as model RI 5D SERIES with serial numbers A0257 and JA0256 on the International Registry drop down menu. "Aircraft used herein references Grantor's undivided 21.875% interest in the Aircraft and Engines. CHIP) 4911636-2.00497.0063 SDNY_GM_02761559 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248481 EFTA01331999 AUG VV CO 2 414 02 HOW 6002 us tiotivuts!: .3`.11.O140111V VVJ HIM 11311J SDNY_GM_02761560 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248482 EFTA01332000 DOCUMENT LEVEL ANNOTATIONS FOR DOCUMENT ARE000922866 Orig ret'd to MOT SDNY_EPO_02761561 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248483 EFTA01332001 SDNY GM 02761562 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248484 EFTA01332002 FORM APPROVED OMB NO. Z120-0042 UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION imisestAL ANATIOM Aglafeestuthoshooste SIONIIKINn AMMOPIALMCAL COMA AIRCRAFT RECILSTRATION APPLICATION CERT. ISSUE DATE UNITED STATES REGISTRATION NUMBER N 4931x . AIRCRAFT MANUFACTURER • MODEL Ray-thenn Airrraft rempany idflOA AI -.... SERIAL No. RK-244 FOR FAA USE ONLY TYPE OF REGISTRATION (Cheek Onto NU) O I. Indivklual 0 2. PaRTIFTSRIP O 3. Corporation lif 4. Co-owner O 5. Govt. O 8. e Corporation m NAME OF APPLICANT (Person(s) shown on evidence el ownership. a individual. give last name. first name and middle initial.) 14.) Flight Options LLC 21.875% of 100% ell'/ ee Attachment det,4.f ci 4, —c2_2--CCO TELEPHONE NUMBER: ( ) ADDRESS (Permanent malting addroaa for first applicant tad.) (II P.O. BOX is used. physical address must &so bo shown ) Fl i ght Options LLC Number and street 26180 Curti ss-Wright Parkway Rural Route: PO. Box. CITY STATE ZIP CODE Richmond Heights OH 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 faum or dishonest answer to any Question in this appecallen may bo °Monde for punishment by Ilne and I Of linprisonmeni N.S. Code. Title 18. Sec. 1001)- CERTIFICATION ill VINE CERTIFY: (1) That the above aircraft Is owned by the undersigned applicant. who Is a citizen (including corporadons) of the united States. (For voting bust. give name of trustee: . ) or- CHECK ONE AS APPROPRIATE: a. 0 A resident alien, with Men registration (Form 1.151 or Form 1.551) No. b. 0A nonOitizim corporation organized and doing business under the laws 0$ (state) and Said aircraft Is based and primarily used In the United States. Records or flight hours are avallabeofor inspection at (2) That the ain:reft le not registered under the laws of any loteign country: and (3) Thal legal evidence of ownership in attached or has been red with the Federal Aviation Administration. NOTE: If executed for co-ownership all applicants must sign. Use reverse side if necessary. TYPE OR PRINT NAM BELOW SIGNATURE SIGNATU ' LE Executive Vice PresidenfATE gli IS Z S A of Flight Options, LLC TITLE I - a9-191 DATE RE James P. Miller 1 1 g xi SIGNATURE TITLE DATE NOTE Pending receipt ol the Certificate of Aircraft Registration. the drcrall may be operated for a period not in excess of 90 days. dunng which time the PINK espy of this aPfiticabon must be carried In thu ,thclafl AC Form 8050-1 (5/03) (0052-00-628-900T) SDNY_GM_02761563 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_DO248485 EFTA01332003 VINO,,v1)10 A_LIO 17P.' 6h T Lid 80 NIJP 6003 Noi..cp•ai r, ur: idViJOUIV (7:-.111.4 SDNY_GM_02761564 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248486 EFTA01332004 ATTACHMENT TO AIRCRAFT REGISTRATION APPLICATION dada f-iag---09 Reg e N493L X Model Raytheon Aire/aft 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.) 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 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. 3.125% of 100% Shown on Original form hereto 8.) Ernerll 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.) Mountvllle 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) 15.) 16.) Signatures: Date: Executive Vice President of Flight Options. LLC Acting as Attorney-In-Fact for A #1.2,3,4,5,6,7,8,9,10,11.12,13 /117 James P. Miller By signing above. the applicant agrees and stipulates (I) to Si. terms, conditions and certification of the AC Form 8050-1 Airmail Registration Application. to which this page 3 attached (the *Application,. (II) that all of the Mformation sot forth on the Application Is Ins and arced as of this dale. and (III) the Application may be executed by the co-owners by executing separate counterpart signature pages. Oath of with when so executed and delivered shall be an original but all such counterparts shall together constitute but one and the same appacation. SDNY_GM_02161565 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248487 EFTA01332005 SDNY_GM_02761566 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248488 EFTA01332006 FORM APPROVED OMB NO. 2I 20-0042 UNITED STATES OF AMERICA B. & IEPM11ENTIf IMIRPORARINIBBIIIMARNIAIMINISRAMN AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL 1 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 871DAY OF JAN., 2009 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS FNot Write In TAN Bbck Do 1 IN AND TO SUCH AIRCRAFT UNTO: OR FAA USE ONLY NAME AND ADDRESS (IF INDIVIDUAL (5), GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL.) PURCHASER FLIGHT OPTIONS, LLC 12.50% OF 100% 26180 CURTISS-WRIGHT PARKWAY RICHMOND HTS., OH 44143 090281353251 $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 61" OF JAN., 2009. NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPED OR PRINTED) (IN INK) (IF EXECUTED FOR (TYPED OR PRINTED) CO-OWNERSHIP. AU. 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 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_02761567 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248489 EFTA01332007 rik0 517,EVp:• Hiroo 64 r d oe Nourui c.... ' 6001 Vtig '" ,737/d ii -137u38/V SDNY_GM_02761568 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248490 EFTA01332008 8 8 FAA PARTIAL RELEASE 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. a As to all collateral covered by the Security Agreement except the Released Aircraft Interest, the Security Agreement shall remain in full force and effect. o to Dated this day of , 2008. 0 FO Financing, LLC By: X47 3 Name: Bret Wiener Title: Vice President wµ,)YV • ..?4 -1 401 *4 1) .6iA42 .CIP‘.•10. jr6 7 1•9 51 % " SOU 0 .t.M.tr I: v., est to\ I. 01I ad • - ‘1°,- i•0 " - SDNY_GM_02761569 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248491 EFTA01332009 Allov4:21roo Ce c „ u8 Not/ iild h OZ 800? .fr,,ifIsroLzu , 037 fuozofr SDNY_GM_02761570 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248492 EFTA01332010 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 AM00O5OO . 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 AM00O50 i . Released Aircraft Interest Eighteen 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 (1) Raytheon Aircraft Company 400A bearing manufacturer's serial number RIC-244 and United States Registration Number N493LX(N793TA), 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_02761571 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248493 EFTA01332011 V;108p. A.Lto 7%10 t, veitr i,vo , lild NOttifyisio.,h• 33(x; 'di ilim-j'a!,;:pioult, SDNY_GM_02761572 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248494 EFTA01332012 DOCUMENT LEVEL ANNOTATIONS FOR DOCUMENT ARE000691723 N493LX, see recorded conveyance AM00501 Doc ID 3922 SDNY_GM_02761573 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248495 EFTA01332013 SDNY_GM_02761574 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248496 EFTA01332014 FORM APPROVED OMB No. 212042042 UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION mown AWAROM ananentactiess mONRONITY MIACeseUltem. cans AIRCRAFT REGISTRATION APPLICATION CERT. ISSUE DATE UNITED STATES REGISTRATION NUMBER AIRCRAFT MANUFACTURER a MODEL 4411 X N o. O 4/ mR,B6049M /Xr caft rrITIR'41 -a RK-244 FOR FAA USE ONLY TYPE OF REGISTRATION (Cheek one boa) O 5. Gov't. O O 1. InfahrMIMI O 2. Partnerthip O 3. Corporation (2 4. Co-owner O 8. Perth-Clthen O Comoradon co NAME OF APPLICANT (Pereon(e) shown on evidence of ownership. It Individual, give Iasi name. fret name. and ne0c5e Weak) 15.) Flight Options, LLC 9.375% of 100% Illi (See Attachment cia-i-cel 0/-le — Og) TELEPHONE NUMBER: ( ) ADDRESS (Permanent manna address for Bra applicant listed.) (of P.O. BOX Is used. physical address must also be shown.) Flight Options, LLC Number end net: 26180 Curti ss - 4Might Rural Route: P.O. Sot CITY STATE ZIP CODE Richmond Heights OH 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 false Or dishonest sneer to any quieten In this application may be grounds toe punishment by fine and / or imPrilienntern (U.S. Cale. TAW 18. Sec. 1001). 41111 IAIVE CERTIFY: CERTIFICATION (1) That the above lenliBh Is owned by dive undersigned applicant. who is a citizen (including corporations) of the United Stales. (For Wang Male glve name of Mates: . ) or CHECK ONE AS APPROPRIATE: is I:3 A resident alien. with alien iniseibllian (Poem 1-151 or Form I -56f) No. b. El A non-citizen cowtoratIon organized and doing business order the laws of (slate) and said abash Is based and primarily used in the United Elates. Radon:Is or flight hours are available tor inspection al (2) That the aircraft le nol registered under the laws of any foreign country: she (3) That legal evidence of ownership Is attached or has been Mod with the Federal Aviation Administration NOTE: If executed for oo-ownershlp all applicants must sign. Use reverse side It necessary. TYPE OR PRINT NAME BELOW SIGNATURE SIGNATURE TITLE Officer°. WE Chief Financial EACH PART OF THIS of Flight Options, LLC / r la - O3 ( SI TURE TITLE DATE APPUCEION MUST race Boyle 0qe5 BE SIGNED IV lilt SIGNATURE TITLE DATE NOTE Pending receipt of the Ceneicate al Aircraft Registration. the Stash may be operated to • period not In excess of SO days. during which lime the PINK copy al this ilpizacallon must be carried in the Sera AC Form 8050-1 (5/03) (0052-004328-9007) SDNY_GM_02761575 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248497 EFTA01332015 • • VW01-W1NO A1.10VHOI-IV1U0 OS 1 GM 2T d39 B002 tC:'1.OO11.S1338 IdVel381V VVJ Him 03112 SDNY_GM_02761576 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248498 EFTA01332016 ATTACHMENT TO AIRCRAFT REGI§TRATION APPLICATION diuket Reg #: N493LX 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.) SameIr, 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 6.26% 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 6.26% 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 6.26% of 100% Shown on Original form hereto 12.) Mountvllle 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 6.26% 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 1-101-og by signing above, the applicant agrees and stipulates (I) to the laws. condiews and oendication of the AC Form 8050-1 Airaeft Registration Application. to Much the page Is attached (the 'Application', (II) that al of the inSonnalion sal loch on the Appration is true and correct as of INS date, and (Ill) the Application may be executed by the co-owners by crawling separate counterpart signature pages. each or which when so executed and delivered shall be on edpnN. but all such counterparts shall together constitute but one and the same application. SDNY_GM_02761577 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248499 EFTA01332017 OS 1 td ci 21 d3S sp icucani so • n y ,. • ""-IreuufY •-•)4"4 03V SDNY_GM_02761578 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248500 EFTA01332018 FORM APPROVED OMB NO. 2120-0042 0 UNITED STATES OF AMERICA 8 I. S. BEHABBIIIf BANIPSHABINFOIBIAL Annul AMUSSMATIM AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE 03 UNDERSIGNED OWNER(S) OF THE FULL LEGAL 0 0 AND BENEFICIAL TITLE OF THE AIRCRAFT DES- • CRIBED AS FOLLOWS: S UNITED STATES 0 REGISTRATION S NUMBER N 493LX AIRCRAFT MANUFACTURER & MODEL (0 RAYTHEON AIRCRAFT COMPANY 400A •• AIRCRAFT SERIAL NO. N RK-244 O CO DOES THISIcr DAY OF SEPT., 2008 HEREB SELL, GRANT, TRANSFER AND N DELIVER ALL RIGHTS, TITLE, AND INTERESTS ° rim WO In TNs Block IN AND TO SUCH AIRCRAFT UNTO: FOR FMUSE ONLY NAME AND ADDRESS (IF INDIVIDUAL (5). GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL.) PURCHASER TWO BIG BEARS, LLC 6.25% OF 100% 26180 CURTISS-WRIGHT PARKWAY RICHMOND HEIGHTS. O1-1 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 SEPT., 2008. NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPED OR PRINTED) (N INK) (IF EXECUTED FOR (TYPED OR PRINTED) CO-OWNERSHW. ALL MUST SIGN.) SELLER FLIGHT OPTIONS, LLC CHIEF FINANCIAL CHF .1CIA- BRUCE B YLE 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 082561441427 $5.00 09f12/2008 SDNY_GM_02761579 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248501 EFTA01332019 SDNY_GM_02761580 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248502 EFTA01332020 U.S. Department Flight Standards Service P.O. Box 26604 of Transportation Aircraft Registration Branch. AFS.750 Federal Aviation Administration Date of Issue: September 3, 2008 FLIGHT OPTIONS LLC SOUTHEASTERN MILLS INC ET-AL CIO FLIGHT OPTIONS LLC 26180 CURTISS WRIGHT PKWY RICHMOND HEIGHTS, O11 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. Walter Binkley cid-n.414410 for Manager, FAA Aircraft Registry, AFS-750 Federal Aviation Administration A?S.750.FAX-4 (1005) SDNY_GM_02761581 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248503 EFTA01332021 SDNY_GM_027615132 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248504 EFTA01332022 F The Owners listed below: Declaration of International Operations 0 1.) Southeastern Mills, Inc. 12.50 % of 100 % • 2.) Ascent II, LLC 3.125% of 100% 0P., 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.) Same'''. 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.) Emerll Air, LLC 6.25 % of 100 % 13.) Air Leader, Inc. 3.125 % of 100 % 1 .) Flight Options, LLC tarl% 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 September 2008 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 lined 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?-1. Pit Me ≤end Return Certificate of Registration to F1W Return fo lATS Certificate of Rerzis:.,:it'.:Ir to I.A.T.S LA.T,,s SDNY_GM_02761583 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248505 EFTA01332023 C. Vi101.:11)10 ),113 rr WV1)10 VJ 311J SDNY_GM_02761584 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248506 EFTA01332024 a 3 O 0 ASSIGNMENT OF SPECIAL .Special Registration Nomta 144931JC REGISTRATION NUMBERS g o 0.a. Csesstvnere Alranft Mite and Model Present Registration Number or tn.=inn..., RAYTHEON AIRCRAFT COMPANY 400A MOSTA 00 Fecund minim Serial Number Issue Die: la Adnenistretion PK-744 AI IC 2CO3 ICAO AIRCRAFT ADDRESS CODE FOR µMILK - S1416113 Thu is mut nithally. to change the United Susi registration ember on the 'bow described FLIGHT OPTIONS LLC merit to the mond ET AL resideution numbs shout. FLIGHT OPTIONS LLC Cony Mikan, or ma fpm the 26110 CURTISS WRIGHT PKWY awed whether with the RICHMOND HEIGHTS OH 44143-1453 old retweician certificate as LI iiIiIiiIi AM dui LAM iilil i Linde LILL.. MA Maim anther* to cperete the sheaf pcnlina rat* of wised ocrItficate of ceeistranew Obtain • revised taut-Kok of etwooltiness horn yonr ra- w rued Strata:0s Dinsitt Office. The hint FAA Form 11.10-6. *Shift For Altworthinets on file h dated: UN Ol, 1999 The eirworlIttens dassifincloo tad nallteeY: STANDARD INSTRUCTIONS: SIGN AND RETURN THE ORIGINAL of this form to the Ch41 Aviation Regicay. APS-250, within 5 days after the special tegistatIon number is placed on the airctalt A raised certitkate will then be issued The aittioriey so use the special number 'Rohn Aug 16 2009 CERTIFICATION: I oat& OS special ' neither was plead nrrunn rORM TO: cm the Mash detuitxd stone. Cm/ Aviation Regiary, AES-750 P O. Box 25504 Signature oft:mum Oldshores City, Oklahoma 73125-0504 Tier of Omit Executive Vice President Doc Mont on Aircraft: q 3- Of AC )DRM WAS44 (17005) Soprani., enNw Ullia• Return ReTsttatsoo to cerf4cato of R • CeOcate ot LA. T„s g'-n ;.) Rekut‘ ‘fiCS SONY_GM_02761515 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248507 EFTA01332025 • VHO '1.40 Am TS OT WU £ d3S 800? NO11411'::' LMIOUIV TVS 11.1 r•311i 1 SDNY_GM_02761586 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248508 EFTA01332026 FORM APPROVED OMB No 21200042 UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION O FIDDXRAL Aviation Aobradirnmencohtake rdoesnOWEY AfittOsuarriCAL COMM co AIRCRAFT REGISTRATION APPLICATION CERT. ISSUE DATE -0 UNITED STATES a REGISTRATION NUMBER l.ki 791TA AIRCRAFT MANUFACTURER & MODEL C. RAyttloon Aircraft Company 4004 MAC CD SERIAL NO. TJ MC-244 FOR FAA USE ONLY O TYPE OF REGISTRATION (Check one box) O 1. IndivIckial O 2. Partnertallp 0 3. Corporation ) 4. Co-owner O 5. Gov't 0 B. N°hCl iratrn Corpo on O O co NAME OF APPLICANT (Pen/call shown on evidence Of Ownership. II Individual. give lest nem*. first name. and mane .nit(at ) 14.) Flight Options, LLC 15.625% of 100% • ¶ see Attachment TELEPHONE NUMBER: ( cutd. s,n_026 ) ADDRESS (Permanent melting address Ice first applicant listed.) (II P.O. BOX Is used. physical address must also be shown.) Flight Options, LLC Number and stint: 26180 Curti ss—Wright Parkway Rural Rau*: P.O. Box: CITY STATE I t 22P CODE Richmond Heights OH 143 C CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Read the following statement before signing this application. This portion R9LIST be completed. A false or dishonest answer to any question n this appaceiton may be grounds lot punishment by fine and i or imprisonment (U.S. Code. Title IS. Sec. 1001). E CERTIFY: CERTIFICATION (I) That the above aircraft is owned nY me undersigned applicant, who is a caftan (lnctuding corporations) 01 the United Stales. (For voting trust give name of trustee: I on CHECK ONE AS APPROPRIATE: e. O A resident Mon. with alien registrinkm Worm I-151 of Form 1.5511 No b. O A non-citizen corporation organized and doing business under the laws of (Male) end said Micron, Is based and primarily used in the United Stales. Records or flight hours we available tor Inspocaon al (2) That the aircraft is not registered under the laws at any torsion country: and 13) That legal evidence of ownership is *tune or has been teem with the Federal Aviation Administration. NOTE: If executed 10( 03-0Wnorshlp all applicants must sign. Uso reverse side it necessary. TYPE OR PRINT NAME BELOW SIGNATURE SIGNATUR . 'T DATE El .- ,i Chief Financial Officer t 9 x 2 i of Flight Options, LLC TITLE gegg-Ce DATE SI NATURE Bruce Boyle 1 ' g SIGNATURE TITLE DATE a5 NOTE Pending receipt of the Certificate of Mcrae: Registration. the aircraft may be operated lot a period ROI in excess Of 90 days. owing which lime the PINK copy ol this application must be canted In the aircraft. AC Fart 8050-1 (5/03) (0052-0D-828-9007) - • - SDNY_GM_02781587 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_00248509 EFTA01332027 • • VPIC,'1 NO Ai v - V1NO Lh I Ud sz onu 9003 2 vuouiv VV H SDNY_GM_02761588 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 002485!0 EFTA01332028 ATTACHMENT TO AIRCRAFT ATION APPLICATION g./$.- 0 t Reg it 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.) 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 6.26% 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. LW Acting as Attorney-in-Fact for #1,2,3,4.5.6,7,8,9.10.11.12.13 By signing above. trio applicant agrees and stipulates (I) to the terms. conditieme and cenificatko d the AC Fenn 8050-1 SUicsa It Reggie Olsen Appliciiii0A to which this page Is attached (the 'Appication-). (II) that all of the information Set torn on the Appicalmn is Rue and pored as at this date. and (III) the ANAMelcan may be °nailed by the co-owners by executing separate Counterpart signature pages. each of which Mien SO executed and desvereri shall be an original. tot all Such cariterpasts shall together conststute tut one and the same application SDNY_GM_02761589 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248511 EFTA01332029 VI10- .1” Alla VI V1NO Lh T Wd 87. onu 0002 mouvr.v.. .1. .LA18021111 V114 I41 •31l4 SDNY_GM_02761590 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002485 12 EFTA01332030 FORM APPROVED 2 OIAB NO. 2120-0042 UNITED STATES OF AMERICA R.S. IMAM*IFSMISPIRTAMIIMAL MUNN MINISTRATION 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 N793TA AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS 18n4 DAY OF AUG., 2008 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS Do Not WM Innis 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 3.125% OF 100% 26180 CURTISS-WRIGHT PARKWAY RICHMOND HTS., OH 44143 082411407237 $5.60 08/2812(.108 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 AUG., 2008. le NAME (S) OF SELLER SIGNATURE (5) TITLE (TYPED OR PRINTED) IIN INK) (IF EXECUTED FOR (TYPED OR PRINTED) CO-OWNERSHIP. ALL MUST SELLER IGN CORPORATE JET CHIEF FINANCIAL OFFICER PARTNERS, LLC BRUCE OYLE OF FLIGHT OrnONS, 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 VAMP( OF THE INSTRWAENT.) ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition SDNY_GM_02761591 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_00248513 EFTA01332031 ViiC• • 1NO •IY1NO Lh i Wei 9Z 519 8*3 liY8OVIV d8 IIOIJVl!1 tPli t3114 SDNY GM 02761592 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248514 EFTA01332032 A Insured Aircraft Title Service, Inc. P.O. Box 19527 Oklahoma City, Ok 73144 4949 SW 99th Sabel Oklahoma City, Ok 73159 e-mail ada FAX web ski: FEDERAL AVIATION ADMINISTRATION CENTRAL RECORDS DIVISION OKLAHOMA CITY, OKLAHOMA Date: August 4, 2008 Dear Sir/Madam: Please Reserve N in NAME ONLY for: ****** not*••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••• iin•••••••••••••••••••••••••• N# Change Request Please Reserve N 493LX and assign for the following aircraft N 793TA Make Raytheon Model 400A Serial 8 RK-244 Which is (1) being purchased by XX (2) registered to Flight Options, LLC Payment of the required 210.00 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: anct gie Risley SDNY GM 02761593 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248515 EFTA01332033 VPI0HV1)10 Alla M0WN° EIS T Wd h gnu 8002 EilIVELS103U 1011311IV VV4 IIIIM 031Id SDNY_GM_02761594 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002485 I 6 EFTA01332034 U.S. Department Flight Standards Service P.O. Box 25500 of Transportation Aircraft Registration Branch. Oklahoma City. Oklahoma 73126-0604 AFS-760 Federal Aviation 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 1,111111.11.1,11,111111111mIldnill,11.,161111,1,1,m11,1 HAND DELIVERED TO IATS 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. for Walter Binkley Manager, FAA Aircraft Registry, AFS-750 Federal Aviation Administration AFS-750-FAX-4 (10105) SDNY_GM_02761595 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248517 EFTA01332035 SDNY_GM_02761596 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248518 EFTA01332036 A Fd -bk) Ins re Aircra P.O. B 19527 'tie Service, Inc. Oklahoma City, Ok 73144 Oklahoma City, Ok 73179 • a 0,to L N T S F. Federal Aviation Administration Date: Aircraft Registry Gentlemen: Please issue a duplicate certificate on the aircraft herein described: N -113Ti • Certificate has been lost in mail Make Model 4-09A • Customer has misplaced the certifica S/N 12K-atiLi to the present registered owner: Op inns LIZ ••••Please issue a Flying Time Wire for this aircraft to Insured Aircraft Title Service, Inc. i k in the Public Documents room. Return Certificate of Registration to Thank you, I.A.T.S 082071400324 82.00 07/25/2008 By: P Documentation Specialist Return Certificate of Registration to Return Certificate of Registration to I.A.T.S I.A.T.S at- SDNY_GM_02761597 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248519 EFTA01332037 V$101W1)10 Ally VPI0HIM0 66 I tici SZ TIP 8012 LS1931110113211V 88 NORVIL VV H.LIM 03114 SDNY_GM_02761598 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248520 EFTA01332038 0 U.S. Depertnert faye Stoulaids Ornate P.O. Pea 2.1111 al Transportation Akin* Rtiglairatleal Smith. Federal Aviation Administration AM750 MEM June 3, 2008 mom OPTIONS LAC Er Al. CAMTS PDROOM Dear Sirs: 'The FAA Aircraft Registry issued an AC Form 8050-64, Assignment of Special Registration maths, on JIM IS 2007 This form authorized the use of special registration mark N4931-;( on WatEal AIRCRAFT' COMPANY 400A aircraft, 'mint number JtK-244 N79YIA. The authorization form was to hove been signed and returned to this office within 5 days after the special registration number tau painted on the aircraft. It has not yet been received. Clarification as to the status of the number change is Ended so that the certificate of registration may be issued reflecting the cornet 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 registration mark HAS NOT BEEN painted on the aircraft bin will be at a later date Please extend authorization for use of the special number. Enclosed it a $10 fee required to reserve the number. 0 The special registration mark WILL NOT BE USED en this uP Additional Requirements. 081961111537 ANDRA MMLLEUR $10.00 07/14/2008 legal Insmunents Examiner Aircraft Registration Branch AYS.130-10)-1 Ma; 1 `p , SDNY_GM_02761599 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248521 EFTA01332039 nig tinNO 1,110 4110HrDIO 00 Ir Wb hr inr 802 89 tipuvuniaaa 141/1/084 lt d HIM8 0;lej SDNY_GM_027616043 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248522 EFTA01332040 ItECORDED CONVEYANCE FILED IN: NNUM: 793TA U.S. DEPARTMENT OF TRANSPORTATION SERIAL NUM: RE-244 FEDERAL AVIATION ADMINISTRATIO N MFR: RAYTHEON AIRCRAFT COMPANY CROSS-REFERENCE—RECORDATION MODEL: 400A AIR CARRIER propellers, or locations. File eciainal of this form This form is to be used in casts where a conveyance covers several aircraft and engines, with the recorded conveyance and a copy in each aircraft folder involved. DATE EXECUTED TYPE. OF CONVEYANCE SECOND LIEN AIRCRAFT MORTGAGE AND SECURITY AGREEMENT 12/13/2007 DOCUMENT NO. FROM FLIGHT OPTIONS LLC AM000501 DATE RECORDED TO OR ASSIGNED TO FO FINANCING LLC JUN 12, 2008 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: Total Aircraft: I Total Engines-. 2 Total Props: Total Spare Parts: N793TA PAW C ITI5D-5 PCE-JA0257 PAW C JTI 5D-5 PC&JA0256 AC FORM 1X150-23 (1-06) (004-00 912-6000) SDNY_GM_02761601 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248523 EFTA01332041 SDNY_GM_02761602 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248524 EFTA01332042 P4 0' 0 co 0 0 CERTIFIED COPY BY FM TO BE RECORDED 0 8 a C N n'i 0 SECOND LIEN AIRCRAFT MORTGAGE AND SECURITY AGREEMENT N • dated as of 0 Decanbag 2007 made by FLIGHT OPTIONS, LLC in favor of FO FINANCING, LLC as Mortgagee • NJ 226.302600d SDNY_GM_02761603 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248525 EFTA01332043 • VHOHMO All0 VI40HV1)10 IS 21 Lid £I 030 MR 88 N0IEOLLS10311 1P/2108III VY3 HAIM 03114 SDNY_GM_02761604 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248526 EFTA01332044 cel rao N GM A ca TABLE OF CONTENTS SECTION I CERTAIN DEFINITIONS I 1.1 Definitions I SECTION 2 GRANTING CLAUSE 5 SECTION 3 REPRESENTATIONS AND WARRANTIES 6 SECTION 4 COVENANTS 6 4.1 Registration Maintenance and Operation 6 • 4.2 4.3 Liens Taxes 7 7 4.4 Possession 8 4.5 Insurance 8 4.6 Modification and Additions 8 4.7 Reserved 9 4.8 Inspection 9 4.9 Citizenship 9 • 4.10 4.11 Event of Loss with Respect to an Engine Further Assurances 9 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 224303,600v4 SDNY_GM_02761605 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248527 EFTA01332045 • SDNY_GM_02761606 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248528 EFTA01332046 a a D. 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 Mortgagees Right to Perform for the Grantor I3 SECTION 7 MISCELLANEOUS PROVISIONS 13 7.1 Amendments, etc 13 • 72 7.4 Indemnification Notices 13 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 S Schedule I — Description of Aircraft and Engines NJ 221303.600v4 SDNY_GM_02761607 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248529 EFTA01332047 • • SDNY_GM_02761608 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248530 EFTA01332048 SECOND LIEN AIRCRAFT MORTGAGE AND SECURITY AGREEMENT, dated as of December 42_, 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 detined below (the "Mortgagee"). WITNESSETH: WHEREAS, the Grantor and the Mortgagee are parties 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 "Term 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 Agrement, 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 el. sect , 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 Engintes 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 2 28. 3oaecia4 SDNYGM02761609 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0024853I EFTA01332049 • • SDNY_GM_02761610 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248532 EFTA01332050 CEI ro ra n 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 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 225301t600v4 -2- SDNY_GM_02761611 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248533 EFTA01332051 • • SONY GM 02761612 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248534 EFTA01332052 (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 226.303.60Cv4 SDNY_GM_02761613 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248535 EFTA01332053 • • SDNY_GM_02761614 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248536 EFTA01332054 M Ut "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 228.303.80O/4 -4- SDNYGM02761615 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248537 EFTA01332055 • SDNY_GM_02761616 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248538 EFTA01332056 cv C-) Cl'i "UCC" means the Uniform Commercial Code as the same may, from lime 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 aircraft 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 226.303.600a SDNYGA4_02761617 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248539 EFTA01332057 SDNY GM 02761618 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248540 EFTA01332058 cm cm Pb •,l (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 arc prior and superior to NJ 22a303.600A SDNY_GM_02761619 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248541 EFTA01332059 • al SDNY_GM_02761620 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248542 EFTA01332060 (a.9 hr O.9 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 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 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 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 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 224303,600vi SDNY_GM_02161621 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248543 EFTA01332061 • • SDNY_GM_02761622 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248544 EFTA01332062 O Cw 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 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 • 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 22A 303 600v4 SDNY_GM_02761623 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248545 EFTA01332063 • • SDNY_GM_02761624 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248546 EFTA01332064 NJ ra 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)(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 impial 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 tights, remedies, liens and security NJ 220.303.600a SDNY_Ght02761625 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248547 EFTA01332065 0 SDNY_GM_02761626 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248548 EFTA01332066 rm Al IJ IJ1 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 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 Term 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 Agreanent. SECTION 6 • EVENTS OF DEFAULT AND REMEDIES Remedies. Subject to the terms of the Intescreditor Agreement (as defined in the 6.1 Term Note Agreement), if an Event of Default under the Term 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 228.303.600v4 -10- SDNY_GM_02761627 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248549 EFTA01332067 • • SDNY_GM_02761628 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248550 EFTA01332068 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 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. Subject to the terms of the lntercreditor Agreement: If an Event of Default under the Tenn Note Agreement shall occur and be • (a) continuing, the Mortgagee, with or without taking possession of the Mortgage Collateral, including the Aircraft, may (i) to the extent and in the manna 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 226.30160M -I I- SDNY_GM_02761629 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0024855 I EFTA01332069 • • SDNY_GM_02761630 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248552 EFTA01332070 cei Ln 6,1 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 (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. Remedies Cumulative. No remedy herein conferred upon the Mortgagee is • 6.5 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 226.303,800v4 -12- SDNY_GM_02761631 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA (x)248553 EFTA01332071 • SDNY_GM_02761632 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248554 EFTA01332072 (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 Montage's Right to Perform for the Grantor. Subject to the terms of the Intercreditor Agreement, 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 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 Derezistration. 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- SDNY_GM_02761633 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248555 EFTA01332073 • • SDNY_GM_02761634 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248556 EFTA01332074 ce tn 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 (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 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_02761635 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 0()248557 EFTA01332075 • SDNY_GM_02761636 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248558 EFTA01332076 Fa Ul Dr (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. I NJ 226,303,600W -15- SDNY_GM_02761637 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248559 EFTA01332077 • • SDNY_GM_02761638 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248560 EFTA01332078 to INS In Ut IN WITNESS WHEREOF, the Grantor has caused this Mortgage to be duly executed and delivered as of the day and year first above written. PLIGHT OPTIONS. LIE By: Nome: e C. Boyle Its: Chief Financial Officer • • Aircrall Mangdo: and Steurity Agreenwei SDNY_GM_02761639 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248561 EFTA01332079 • SDNY_GM_02761640 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248562 EFTA01332080 a a 01 co FO FINANCING. By: H.I.G.-GPII. Inc. Its: Manager By: N : Richard Siegel Title: General Counselekla ge-Le-• A 4'eadia • • Meta Montage an l Security Agreement SDNY_GM_02761641 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248563 EFTA01332081 • • SDNY_GM_02761642 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248564 EFTA01332082 IPJ Q.1 In Exhibit A Term Note Agreement Not included for purposes of confidentiality NJ 224303,600v4 SDNY_GM_02761643 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248565 EFTA01332083 • • SDNY_GM_02761644 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248566 EFTA01332084 Oa N Schedule 1 cra Aircraft: Airframes and Engines' Type Reg. Serial No. Engine Make Engine Engine Percent Owned'" No. Type Serial No. Raytheon N793TA(pending PCE- Aircraft JA0257... 28.125% change to RK-244 PrattCanada 8 Whitney JT15D-5 Company" N493LX) model 400A Raytheon N793TA(pending PCE- Aircraft change to RK-244 Pratt a WhitneY JT15D-5 28.125% Company" N493LX) Canada JA0258'" 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 the International Registry drop down menu as RAYTHEON AIRCRAFT COMPANY. ***Described on the International Registry drop down menu as PRATT & WHITNEY CANADA model JTISD • SERIES with serial numbers JA0257and JA0256. ""Aircraft used herein references Grantor's undivided 28.125% interest in the Aircraft and Engines. • 01199 4911636-2 066497 0363 SDNY_GM_02761645 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248567 EFTA01332085 • I hereby certify that I have compared the fore- going with the original and it is a true and correct copy thereof. gm ,acet a a 'd • WY 01ltrbio A110 VWOHVix0 IS or Lid el. 330 88 fi 1002 oiinisioad v 1dVd0a1V Vd RPM Q3113 - -- • SDNY_GM_02761646 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248568 EFTA01332086 DOCUMENT LEVEL ANNOTATIONS FOR DOCUMENT ARE000303922 ORIG 89911 M a T $15.00 12/13/2007 073471358451 SDNY_GM_02761647 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248569 EFTA01332087 SDNY_GM_02761648 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248570 EFTA01332088 'RECORDED CONVEYANCE FILED IN: U.S. DEPARTMENT OF TRANSPORTATION NNUM: 793TA FEDERAL AVIATION ADMINISTRATION SERIAL NUM: RK-244 MFR: EON AIRCRAFT COMPANY CROSS-REFERENCE-RECORDATION MODEL: 4 RAYTH00A AIR CARRIER: This form is to be used in cases what a conveyance coves' 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 OE CONVEYANCE DATE EXECUTED AIRCRAFT MORTGAGE AND SECURITY AGREEMENT 12/13/2007 FROM DOCUMENT NO. FLIGHT OPTIONS LLC AM000500 TO OR ASSIGNED TO DATE RECORDED 1O FINANCING LLC JUN 12, 2008 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: Total Aircraft: I Total Engines: 2 Total Props: Total Spare Parts: N793TA P&W C IT151:65 PCE-JA0257 RIM C YT15D-5 PCE-1A0256 AC FORM 8030-23 (I.06) (083800-912-6000) SDNY_GM_02761649 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248571 EFTA01332089 SDNY_GM_02761650 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248572 EFTA01332090 OP At1 '14 CERTIFIED COPY TO BE RECORDED BY FAA 0 0 • 8 A • 8 a C 8 AIRCRAFT MORTGAGE AND SECURITY AGREEMENT • dated as of > g December g 2007 made by FLIGHT OPTIONS, LLC in favor of FO FINANCING, LLC as Mortgagee • NJ 22A 294.392v7 SDNY_GM_02761651 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248573 EFTA01332091 • • VHOWDIO Alla MONV1)10 OS li Lid CT 030 1001 iffi NOLLVHIS1332i 101i0WV litid HIIM 03114 SDNY_GM_02761652 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248574 EFTA01332092 0 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 S 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 NJ 226.294.392v7 SDNY_GM_02761653 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248575 EFTA01332093 • • SDNY GM 02761654 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248576 EFTA01332094 eu ta m 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 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 of Mortgage 14 7.6 Governing Law 14 7.7 Severability 15 EXHIBIT Exhibit A — Loan and Security Agreement SCHEDULE Schedule 1 — Description of Aircraft and Engines NJ 226.294.392v7 SDNY GM 02761655 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248577 EFTA01332095 • • SDNY_GM_02761656 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248578 EFTA01332096 119 ua 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 arc 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. §§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 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 226.29439N7 SDNYGM02761657 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248579 EFTA01332097 • SDNY_GM_02761658 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248580 EFTA01332098 fag KI M:71 ra "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 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 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 228.294.392v7 SDNYGM_02761659 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248581 EFTA01332099 SDNY GM 02761660 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248582 EFTA01332100 nt ro (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 226.794, 39.2v7 SDNYGM02761661 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248583 EFTA01332101 • • SDNYGM02761662 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248584 EFTA01332102 CI V.1 NJ ra ra LA "Loan and Security Antemenr: 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 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 count 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 are 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 shall 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 -4.. NJ 226.294.392v7 SDNY_GM_02761663 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248585 EFTA01332103 • • SDNY_GM_02761664 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248586 EFTA01332104 ra NV 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 receivoi 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 requirml 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 228.294.392v7 SDNYGM02761665 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245587 EFTA01332105 • SDNY_GM_02761666 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248588 EFTA01332106 N N to 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 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 -6- SDNY_GM_02761667 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248589 EFTA01332107 • • SDNY_GM_02761668 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248590 EFTA01332108 rr 14 Ni 021 ry m 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 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 Mortgage; 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 ofUnited 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 tam 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 221294.392v7 SDNY_GM_02761669 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0024859I EFTA01332109 • SDNY GM 02761670 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248592 EFTA01332110 ha 41 ts.) (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 hooks 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 manna 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 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 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 arty 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 22e. 294.392v7 SDNY_GM_02761671 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248593 EFTA01332111 • SDNY_GM_02761672 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248594 EFTA01332112 ky NJ ni 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(aXI5)(c). 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 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 MI 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 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 224294.392,7 SDNY_GM_02761673 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248595 EFTA01332113 • • SDNY_GM_02761674 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248596 EFTA01332114 ro N I 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 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 timq.....44 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 NI 224294.392v7 SDNY_GM_02761675 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248597 EFTA01332115 • SDNY_GM_02761676 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248598 EFTA01332116 CI N 14 fa 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 agars 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 (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. NJ 226.294,392v7 -II- SDNY_GM_02761677 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248599 EFTA01332117 • SDNY_GM_02761678 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248600 EFTA01332118 (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 telms 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 past 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 220.294.392v7 -12- SDNY_GM_02761679 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0024860I EFTA01332119 • • SDNY_GM_02761680 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248602 EFTA01332120 0 01 (4 rep 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 Dererristration. 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 SDecdv 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 deterrnined 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 Icspca 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 N1226.294.39247 -13- SDNY_GM_02761681 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248603 EFTA01332121 • • SDNY_GM_02761682 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248604 EFTA01332122 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 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 (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 Loan and Security Agreement. 7.5 Continuing Lien and Security Interest; Transfer; Release of Mortgage Collateral. Termination Mortgage. of (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) the lien and Upon any Upon the indefeasible payment and performance in fa of all of the Obligations, security such interest granted hereby and in the Security Documents shall terminate. 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 N 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, -14- NJ 228.294.392v7 SDNYGM_02761683 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248605 EFTA01332123 • • SDNY_GM_02761684 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248606 EFTA01332124 ca Go ro GO ta e. 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 5everability. 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 224294,392bl - 15- SDNY_GM_02761685 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248607 EFTA01332125 • SDNY_GM_02761686 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248608 EFTA01332126 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: Name: BQu c C. Boyle Its: Chief Financial Officer • • Aircraft %Ungar and Security Agreaneal • SDNY GM 02761687 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA _00248609 EFTA01332127 • • SDNY_GM_02761688 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248610 EFTA01332128 0 2' N (4 FO FINANCING. LI.0 By: H.I.G.-GPII. Inc. Its: Manager By: Name: Richard Siegel Title: General Counsel 4-nA /4-4- 4.,A 14dt a • • Mocipagy and Security Agrverneni SDNY_GM_02761689 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002486 I I EFTA01332129 • • SDNY_GM_02761690 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002486 I 2 EFTA01332130 Exhibit A Loan and Security Agreement Not included for purposes of confidentiality • • AU 221294.392v? SDNY_GM_02761691 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248613 EFTA01332131 • • SDNYGM02761692 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0024%614 EFTA01332132 Schedule 1 Aircraft: Airframes and Engines' Type Reg. Serial No. Engine Make Engine Engine Percent No. Type Serial No. Owned"" Raytheon N793TA(pending Pratt & Whitney PCE Aircraft JT15O-5 28.125% change to RK-244 JA0257—* Company** Canada N493LX) model 400A Raytheon N793TA(pending in.i 5D., pCE..... Aircraft Pratt & Whitney 28.125% change to RK-244 ' JA0256 Company" Canada N493LX) model 400A *Each of which Engines is capable of 1750 lbs. or more of thrust or hoer 550 or more rated eo horsepower or 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 1T 15D SERIES with serial numbers JA0257and 1A0256. • ••••Aircrall used herein references Grantor's undivided 28.125% interest in the Aircraft and Engines. • . . • 01199 4911636-20664910061 SDNY_GM_02761693 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002486 15 EFTA01332133 • I hereby certify that I have compared the fore- going with the original and it is a true and correct copy thereof. ektat,".1.1.4.-, 44 • 1,11011V1)10 • All0 VIIOHY1)40 OS it tild CI 330 1002 410 NOLLYKSIO3tiliVUOWY IVA nth% 03113 SDNY_GM_02761694 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248616 EFTA01332134 DOCUMENT LEVEL ANNOTATIONS FOR DOCUMENT ARE000303921 ORIG 89909 RET'D MST $15.00 12/13/2008 073471358451 SDNY_GM_02761695 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248617 EFTA01332135 SDNY_GM_02761696 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248618 EFTA01332136 FORM APPROVED OMB No. 2120-0042 UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION Aceamerimaitm-emeft 1000010NEY AARONAUTICAL CENTER I AIRCRAFT REGISTRATION APPLICATION CERT. ISSUE DATE UNITED STATES REGISTRATION NUMBER Al 793TA a AIRCRAFT MANUFACTURER S MODEL „,,,,MIT9aLAircraft Carpany 400A RIC-244 FOR FAA USE ONLY TYPE OF REGISTRATION (Chock one boa) O O 1. Individual O 2. PartnersNp O 3. Corporation I2i 4. Co-owner O 5. Gov't. O 8. 141" Chinn Corporation NAME OF APPLICANT (Pieson(s) shown on evidence of owner-Alio. If Individual, Give last name. Met name and middle initial.) 15.) Right Options, LLC .50% of 100% 1. CSee Attachment ded-tel 6 -3-0 V 12....\ 2 TELEPHONE NUMBER: ( ) ADDRESS (Permanent mailing address for first applicant listed.)(if P.O. BOX Is used. physical address must also be shown.) Flight Options, LLC Number ..1 street 26180 Curtiss-Vh- Tght Parkway Rural Route: P.O. Sea: CITY STATE ZIP CODE Richmond Heights OH 44143 U 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 false or dishonest answer to any questlon in this application may be Grounds for. punishment by fine and / or impneonmoni (U.S. Code, Title 03, Sec. 1001). CERTIFICATION 4. tWE CERTIFY: (1) That the above aircraft Is Owned by the undersigned aPPticred- MIO le • eleZah (uoluelnil ocolfteralleee) of the United States. (For voting lruet give name of trustee: ) Or: CHECK ONE AS APPROPRIATE: a. (7) A resident alien, with alien registration (Form 1-151 Or Form 1-551) No. A non-citizen corpora on orgentrod and doing business under the leers of (state) b. fl and said aircraft is based and primarily used In the United States. Records or flight hours am available for inteectIon at (2) That the aircraft Is not registered under the laws of any foreign country: and (3) That legal evidence of ownership es attached or has been filed with the Federal Aviation Administration. NOTE: If executed for co-ownership all applicants must sign. Uso reverse side If necessary. TYPE OR PRINT NAME BELOW SIGNATURE SIGNATURE .... i ot ..- TITLE Chief Financial Office -PATE RI, of Flight Options, LLC 6 -.3 -DI? 6 3 Si . RE TITLE DATE k )Bruce Br yle SIGNATURE TITLE 0-15 DATE A NOTE Pending receipt of the Certilleale of Aircraft Reel notion the aircraft. may be operated Invariant:al not in excess of 90 days. during which time the PINK 00py Of this application must bo corned in the &heron. AC Form 8050-1 (5/03) (0052-00-628-9007) SDNY_GM_02761697 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248619 EFTA01332137 ViriOHVINO A117) v 1:1O 80 6 WY h NM 5002 1 1.13 t:J117KSSI C SDNY_GM_02761698 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248620 EFTA01332138 ATTACHMENT TO AIRCRAFT. REGISTRATION APPLICATION dAkr.4 6,"3-08 Reg it: N793TA 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. 6.25% 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.) 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-OR By signet° above. the applicant agrees and stipubtes (I) to the terms. conditions and certification of the AC Form 5050-1 Aircraft Registration Application, to welch this page is attached (the "Appitcation2 (II) that al of the intonation sel forth on the Appicatinn is true and correct as of this date, and (Ill) the Application may be executed by the oo-otteers by executing separate counterpart signature pages, each of *Ilia when so executed end deavored shalt be an original. bul all such counterparts shall together consRule hut one and the same application. SDNY_GM_02761699 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248621 EFTA01332139 VI4014V1710 All0 V!40!!7, 11"^ 80 6 WEI ti NI1r BDCZ U8 • ' 't' :' f.' SDNY_GM_02761700 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248622 EFTA01332140 FORM APPROVED OMB NO 2120.0042 O UNITED STATES OF AMERICA I. IRWIN!IFBANSPOATABON FERMI AVIATION ADMINISTRA11011 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 N793TA AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS 3 4 DAY OF lune, 2008 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS Do Not Write In Thus 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 FLIGHT OPTIONS, LLC 6.25% OF 100% 26180 CURTISS-WRIGHT PARKWAY RICHMOND HTS., OH 44143 081560810237 $5.00 06/04/2008 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE VILE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS Ibi OF TuAlE, 2008. 3 NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPED OR PRINTED) (IN INK) IIF EXECUTED FOR (TYPED OR PRINTED) CO-OWNERSHIP, ALL MUST SELLER ,.... , _ ROBERT KETTLER re CHIEF FINANCIAL OFFICER BRUC YLE OF FLIGHT OPTIONS, LLC ACTING AS ATTORNEY- IN-FACT FOR ROBERT KETTLER 2 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_02761701 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248623 EFTA01332141 VHOWV1510 A113 V!'0:1V1Y.0 80 6 IJ Nfir 8190Z \7_411; SDNY_GM_02761702 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248624 EFTA01332142 0 8 WAN 0 I (For use on deals drawn under the September 1, 2003, Agreement) • FAA RELEASE Raytheon Aircraft Company Model /1O(1A Manufacturer's Serial No RK-244 Registration No. N793TA •a Engine Make and ModelSP & Whitney 3T1511-5 I- Engine Serial Nos. PC.F.- lAn2S7 R mar-JA0256 Propeller Make and Model N/A Propeller Serial Nos N/A The undersigned, assignee of the interest of Raytheon Aircraft Credit Corporation, Secured F:? Party under the Security Agreement dated Sept ember 25 7001 with 0 Robert Kettler as Debtor, recorded by the Federal m Aviation Administration on November 27 9001 as Conveyance No. G000258* 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. R062973 hereby releases all of its interest in the collateral covered by said Security Agreement. Dated this 3 day of June 2008 BANK OF AMERICA, NATIONAL ASSOCIATION AS ADMINISTRATIVE AGENT By: 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 day of June 2008, Raytheon Aircraft Raytheon Aircraft General Aviation Receivables Corporation Credit Co oration Receivables Corporation. By:. By: By: Name: eName Jennifer M. WentzelName. ennifer M. Went-791 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 FAA Assignments dAted September 25, 2001, recorded November 27, 2001, as Cony. No.', C000258 with assignment fran Raytheon Aircraft Credit Corporation to Raytheon Aircraft Receivables Corporation ("RARC") and from RARC to Bank of America, National Association, MBIA GA WAN MELEASEDOC as Administrative Agent. SDNY_GM_02761703 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248625 EFTA01332143 VI40101)10 A1.13 IHe!IV1Y0 80 6 WH k Nor 8002 NOUVUISIO:Inirr *:"/ or• C SDNY GM 02761704 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248626 EFTA01332144 DOCUMENT LEVEL ANNOTATIONS FOR DOCUMENT ARE000284925 SEE RECORDED CONVEYANCE G000258 ET AL DOC ID C013 PG 1 SONY GM 02761705 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00240627 EFTA01332145 SDNY_GM_02761706 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248628 EFTA01332146 FORM APPROVED OMB No. 2120-0042 UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION 0> RIDEFIAL AIMMOss aziagsasmanosicas measoccre SighlelauTicaL casnlak AIRCRAFT REGISTRATION APPLICATOR CERT. ISSUE DATE 2 UNITED STATES REGISTRATION NUMBER AIRCRAFT MANUFACTURER a MODEL N 7931A a. Raytheon Aircraft Company 400A L_ AIRCRAFT SERIAL No. C RK-244 FOR FAA USE ONLY TYPE OF REGISTRATION (Cheek MN beat) rs) O 1. IndIvIdUilf O 2 Partnership O 3. Corporation 04. Co-owner O 5. Gov't O 8. 14Cwititia Cotpor Lann 00 NAME OF APPLICANT (Paretin(e) shown on evIdeno• of ownership. d Individual. Oa MR name. IMICnamst and middle initial.) 16.) Flight Options, LLC 6.25% of 100% el (See Attachment Ota4cA, 55.-a--( -co TELEPHONE NUMBER: ( ) ADDRESS (Permanent malting sOOtogs for Pri relice.O. Ss BOXYused. Physical address most Moo be shown ) Number and street 26180 Curtiss-Wright Parkway Rural Route: P.O. Sow CITY STATE ZIP CODE Richrrond Heights OH 44143 0 CHECK HERE OF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTEKTIONI Read the following statement before signing this application. This portion MUST be completed. A falee or dishonest answer to any Question in this application may be grounds for punishment by tine and I or imprisonment (U-S. Cale The Itt. See. 1001)- CERTIFICAT0ON 4. MNE CERTIFY: (I) That the above aircraft Is owned by the undersmned applicant. who is a citizen (including corporations) of the United States. (For meting tl S. give name Of butter ). or: CHECK ONE AS APPROPRIATE: a. Q A resident Mon with wen registration (Form I-151 or Form 1-551) No. b. CI A non-citizen oorporaUon organized and doing business under the laws of (state) and said aircraft Is based and primarily used in the United Slates. Records or MGM hours are available for Inspection at (2) That the aircraft Is not registered under the laws of any foreign country: and (3) That legal Widener/ of ownership is attached or has been Med with the Federal Aviation Administration. NOTE: If executed for co-ownership all applicants must sign. Use reverse side it necessary. TYPE OR PRINT NAME BELOW SIGNATURE SIGNATURE ..../ TELE Liner Financial UtficeitATE g m s ............ niuRE Of Flight Options, LLC TITLE 6---frocA. owrE Bruce Boy e 1 frPfL, x te SIGNATURE TITLE DATE * NOTE Pending receipt of the Certificate of aircraft Real tration. the saran may be operated for a paned not in excess ol 90 days. during which time the PINK copy 04 MN application must be canted In the Wass AC Fenn 8050-1 (5/03) (005240426-6007) SDNY_GM_02761707 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_00248629 EFTA01332147 ,'!Yo!: ;7:40 .4110. OS I v:701-4,73/0 &Id Z 2 rf Ulf 8002 SDNY_GM_02761708 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248630 EFTA01332148 ATTACHMENT TO AIRCRAFT REGISTRATION APPLICATION twat se_trfror Reg #: N793TA Model: Raytheon Aircraft Company 400A SRO: 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 (I) to the terms, conditions and cenification of the AC Form 8050-1 Aircraft Registration Application, to attach this page is attached (the "Application"). (It) that alt of the information tel forth on the Application is true and tuned 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 counterparts shall together constitute but one and the Mho application. SDNY_GM_02761709 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0024863 I EFTA01332149 V;:iv:i.113f0 ADO V?:)HriXo tid L2 rufij 8902 1.J 4.1 IdIfb0".-• 4%110 SDNY_GM02761710 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248632 EFTA01332150 FORM APPROVED O O UNITED STATES OF AMERICA OMB NO 2120-0042 8A U.S. DRAM' *11WUTIVAllINBERM AVIAINN ADMIMMIABON 0 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: 0 UNITED STATES REGISTRATION NUMBER N 793TA a AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. O RK-244 DOES THIS cnnl DAY OF MAY, 2008 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS 3 Do Not Write In This Block IN AND TO SUCH AIRCRAFT UNTO: FOR FAA USE ONLY NAME AND ADDRESS (IF INDIVIDUAL (5). WYE LAST NAME, FIRST NAA4E, AND MIDDLE INITIAL.) cc W co < CORPORATE JET PARTNERS, LLC 3.125%0F 100% I 26180 CURTISS-WRIGHT PARKWAY O C RICHMOND HEIGHTS, OH 44143 D O. 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 art" DAY OF MAY, 2008. NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPED OR PRINTED) (IN INK) (IF EXECUTED FOR (TYPED OR PRINTED) CO-OWNERS IL 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 SDNY_GM_02761711 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248633 EFTA01332151 All3 '.,;CJIY13,10 0:; i Lid L2 mild tool SDNY_GM_02761712 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA (X1248634 EFTA01332152 FORM APPROVED 3 OMB NO 7120.0042 O UNITED STATES OF AMERICA a S. WARRANT if IIANSPORTATIONFMERAL MARINMIIIIIRRABIll AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL 0 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. 8 RK-244 DOES THIS tri m DAY OF MAY, 2008 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS Do Not Write In ITIS ace IN AND TO SUCH AIRCRAFT UNTO: FOR FAA USE ONLY NAME AND ADDRESS (IF INDIVIDUAL (S), GIVE LAST NAME, FIRST NOME, AND MIDDLE INITIAL) PURCHASER ROBERT L. EMERY & DANA M. EMERY - 6.25% OF 100% TRUSTEES OF THE ROBERT L. AND DANA M. EMERY FAMILY TRUST AGREEMENT DATED JUNE 22, 1998 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 fl ' DAY OF MAY, 2008. NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPED OR PRINTED) ON INIQ (IF EXECUTED FOR (TYPED OR PRINTED) COOWNE SIGN.) SELLER FLIGHT OPTIONS, LLC CHIEF FINANCIAL ' BRIJ Hti YrLE OFFICER 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_02761713 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248635 EFTA01332153 • OS I Lid LZ dJW OR : ' '''• 1 v C.3 1lj SDNY_GM_02761714 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248636 EFTA01332154 FORM APPROVED O OMB NO. 2120-0042 UNITED STATES OF AMERICA It & WIAMMENT Of IIMMIRTAIMN FERAL MIAMI AIIIMIIIIARM AIRCRAFT BILL OF SALE 0 3 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 a NUMBER N 793TA L. AIRCRAFT MANUFACTURER 8 MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 8 DOES THIS Or DAY OF MAY, 2008 O HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS Do NM VVnIe 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 MOUNTVILLE MILLS, INC. 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 3'V" DAY OF MAY, 2008. NAME (S) OF SELLER SIGNATURE (5) TITLE (TYPED OR PRINTED) (IN INK) (IF EXECUTED FOR (TYPED OR PRINTED) CO-OWNERS ALL M T SIGN.) SELLER FLIGHT OPTIONS, LLC c. CHIEF FINANCIAL BRU E 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_02761715 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248637 EFTA01332155 rm:.Tr23 11!D V"::3FIVTAC OS 1 kid LZ Ii06180IZ ;._.... LAIJ SDNY_GM_02761716 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248638 EFTA01332156 FORM APPROVED OMB NO 2120-D042 UNITED STATES OF AMERICA ILO. IDAIIIMBRIFIVAIMITAINIEKIN. AMIN ADMINISTRATION O 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 DES- CRIBED AS FOLLOWS: . UNITED STATES REGISTRATION NUMBER N 793TA AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS a` 1 I" DAY OF MAY, 2008 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS Do Not Wale In This Bloc* 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 WELLS FARGO BANK NORTHWEST,N.A. - 6.25% OF 10014 NOT IN ITS INDIVIDUAL CAPACITY BUT SOLELY AS OWNER TRUSTEE OF TRUST AGREEMENT DATED JUNE 25, 1999 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, air 2008. NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPED OR PRINTED) (IN INK) (IF EXECUTED FOR (TYPED OR PRINTED) CO-OWNEZ ... AU. ST SIGN.) SELLER FLIGHT OPTIONS, LLC CHIEF FINANCIAL 7- BRU LE OFFICER ACKNOWLEDGEMENT (Nor REQUIRED FOR PURPOSES of FAA RECORDING: HMVEIgkkat"MED 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_O2761717 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_00248639 EFTA01332157 V!'!0;i71",i0 Os r Wd 1.2 4111J 8002 • '7'344 Littli:.:*•• SDNY_GM_02761718 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248640 EFTA01332158 CERTIFIED COPY TO BE HECODDFD BV FAA °o 8 FAA RELEASE 1 n 0 3 < Raytheon Aircraft Credit Corporation (the "Secured Party") as secured .<0 a party under the Security Agreements described and defined on Exhibit A attached hereto, i ••x hereby releases from the terms of the Security Agreements all of its right, title and interest aa0 in and to the collateral described in the Security Agreements. xE'73 „„,44, 0 Dated this .41 day of March, 2008. i.) o o 0 RAYTHEON AIRCRAFT CREDIT CORPORATION $ > 3 By: Name: wt 4/1,44 / .sa4ct^ 14 i l grtscd_c_ Tide: 7 1 I brebyceni&thail hese corpand this dossunt with theorigissi tad it isa orestslconta copy dent Oe/g--4-4 SDNY_GM_02761719 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248641 EFTA01332159 VHOHV 1NO All0 VW0W71)10 ZZ T Wd I NU BOO? bG N0LL V 2I1S1034 IIVEOrlt H.LIM 93113 •"' • t ni?i•e ' SDNY_GM_02761720 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248642 EFTA01332160 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 Federal Aviation Administration (the "FAA") on July 17, 2003. as Conveyance Number 5122733; 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_02761721 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248643 EFTA01332161 \PHONY -INO AIID VHOEIV1NO ZZ T Wd t add aD NCIIVNISIOn .I.T7 );!:v "';J111:/103113 SDNYGM02761722 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248644 EFTA01332162 DOCUMENT LEVEL ANNOTATIONS FOR DOCUMENT ARE000122904 ORIG #2903 RET'D MGT SEE CONVEYANCE YY039873 DOC ID C311 PG 3 N418CW SEE CONVEYANCE #YY039873 DOC ID C330 PG 5 4 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 N482111( SEE CONVEYANCE #YY039873 DOC ID 0343 PG 79 4 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 IlYY039873 DOC ID YY039873 DOC ID C324 PG 5 4 YY040015 DOC ID C324 PG 1 14800VB SEE CONVEYANCE #YY039873 DOC ID C316 PG 1 N862CW SEE CONVYANCE #YY039873 DOC ID C330 PG 1 N2111 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 #Y1(039873 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 *Y1'040015 DOC ID C330 PG 5 N441LX SEE CONVEYANCE OYY040015 DOC ID C315 PG 1 N384EM SEE CONVEYANCE NYY040015 DOC ID C325 PG 1 N523PB SEE CONVEYANCE #YY040015 DOC ID C314 PG 37 N62ORM SEE CONVEYANCE #YY040015 DOC ID C320 PG 1 SDNY_GM_02761723 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248645 EFTA01332163 SDNY_GM_02761724 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248646 EFTA01332164 to O ex. a I A Insured Aircraft Title Service, Inc. 0 P.O. Box 19527 • Oklahoma City, Oklahoma 73144 • T S FAX R 0 0 FtEGIETESED RETUEN TQ 1/931-x 1 May 1, 2007 CENTRAL RECORDS . FORAM/USER MANS( (€41 79314 FAA Aircraft Registry 18 JUN 182007 Support Section • To Whom It May Concern: Please assign N493LX to the following aircraft: N793TA Raytheon Aircraft Company 400A S/N1RIC-244 On behalf of our customer: Flight Options, LW 26180 Curtiss-Wright Parkway Richmond Heights, OH 44143 • The $10.00 fee undersigned at tusly been paid. If you have any questions, please contact the Thank you, dwi DocumetKation Specialist Serving the Aviation Industry for over 40 years SDNY_GM_02761725 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248647 EFTA01332165 • • VWOHVlX0 All0 VPIOHttlX0 th 6 WY T Ayij US NOI1V211S10321 YYd Hllµ 03113 SDNY_GM_02761726 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248648 EFTA01332166 FORM APPROVED > OMB NO. 2120-0042 rti 0-... UNITED STATES OF AMERICA it KIIMIIIM If TRANSPORTATION URAL AVIATION MMNISTMIEN ti0 AIRCRAFT BILL OF SALE C FOR AND IN CONSIDERATION OF $1.00 ovc THE ,0 UNDERSIGNED OWNER(S) OF THE FULL LEGAL 0 AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CRIBED AS FOLLOWS: . 0 UNITED STATES 4 2 REGISTRATION NUMBER N793TA AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. IRK-244 DOES THIS 6TH DAY OF DEC., 2007 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 VSE ONLY • NAME AND ADDRESS (IF INDIVIDUAL (ft GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL) PURCHASER FLIGHT OPTIONS, LLC 6.25% OF 100% 26180 CURTISS-WRIGHT PARKWAY RICHMOND MTS., OH 44143 073481314028 $5110 12/12/2007 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 DEC., 2007. NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPED OR PRINTED) (IN IND (IF EXECUTED FOR (TYPED OR PRINTED) CO-OWNERSHIP, ALL MUST cc BUDCO HOLDINGS, LLC ts--- CHIEF FINANCIAL OFFICER RI • BRUC BOYLE OF FLIGHT OPTIONS, LLc ch ' ACTING AS ATTORNEY- IN-FACT FOR BUDCO HOLDINGS, LIX 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 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition SDNY_GM_02761727 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_00248649 EFTA01332167 • • VI-10HV1510 ZI Wd ZT 330 CO. . ,. .1.3V8Ddi V V3 HIlht 03113 SDNY_GM_02761728 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248650 EFTA01332168 pi CUB FORM APPRCALED No. 2120fpgth O UNITED STATES OF AMERICA DEPARTMENT OP TRANSPORTATION FEDERAL AVIATION AlthiNtSTRartOosamth MIMITONEY AlthOOMUTICAL CENTER ti i IDo AIRCRAFT FtEGISTRATION APPLICATION . CERT. ISSUE DA1t UNITED STATES a REGISTRATION NUMBER AIRCRAFT MANUFACTURER 8 MODEL N 793TA 0 Raytheon Aircraft Carpany 400A AIRCRAFT SERIAL No. RK-244 FOR FAA USE ONLY TYPE OF REGISTRATION (Check one beet) 0 I. Individual ID 2. Partnership 0 3. Corporation K 4. Co-owner 0 5. Gov't. 0 B.t40^-C lue" O NAME OF ICANT (Person(s) shown on evidence or ownetehlp. II Indlyklusi. caw left name first name. and middle Inaba) 12.) Flight Options, LLC 28.125% of 100% 4I/I6, Attachffent d.+ Ac ea( calo-7) TELEPHONE NUMBER: ( ) ADDRESS (Permanent malting address for firtrtirreetymmtig.o. pee Is used. physical address mint also be shown.) 26180 Curtiss-Wright Parkway Number and street: Rural Route: P.O. Box: CITY STATE ZIP CODE Richmond Heights OH 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 false or dishonest answer to any question in this application may be (Founds roe Putlithment by fine and / or mthritionment (U.S. Code. Title 18. Sec. 1001) CERTIFICATION 4. VINE CERTIFY: (1) Thal the above aircraft is owned by the undersigned applicant. who Is a citizen Concluding cornerstone) of the United States. (For voting Irv*. give name of trustee: ) or. CHECK ONE AS APPROPRIATE: a. IZI A resideth ellen. with Mon registraten (Ferrn 1-151 or Form 1-551) No. b. In A non-citron corparatIon organized and doing biashethe under the laws Of (Mate) and and aircraft is based and primarily used In the United Stales. Record@ or flight hours are available for inspeCtiOn et (2) That the aircraft is not registered under the laws of any foreign country; and (3) That legal evidence of ownership Is anomed or has been Ned with the Fathead Aviation Administration. NOTE: If executed for co-ownership all applicants must sign. Use reverse side If necessary. TYPE OR PRINT NAME BELOW SIGNATURE SIGNARJRE F nanci 1 ofticerDATE TITLE Chief of Flight Options, LLC lalt Pp - (0-1 6,? S TRLE DATE igg Bruce Boyle SIGNATURE TITLE 44-9C)- DATE 2 St NOTE Pending receipt of me Certificate of Aircraft Regletration. the aircraft may be operated tor • period not In excess el 90 days. during which Ilene the PINK copy of this application nmst be owned in the aircraft. AC Font, 8050-1 (5,03) (0052-00428-9007) SDNY_GM_02761729 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248651 EFTA01332169 • • V N0HV1MO A11O V HOW> 1)1O 31 ZT Lid ZI 030 LO. arCIIV isio 3 e. 13V 83 WV V VA HUM a3113 SDNY_GM_02761730 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248652 EFTA01332170 Mr ATTACHMENT TO AIRCRAFIIREGISTRATION 14 41 APPLICATION Wed Jah9,01 Reg #: N793TA Model: Raytheon Aircraft Company 400A SINN: 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 lam 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 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.) 13.) 14.) Signalures: Title: Date. Chief Financial Officer • A- of.Flight Options, LLC Acting as Attorney-in-Fact for #1,2,3,4,5,6,7,8,9,10,11 By signing above. Pie applicant agrees and stipulates (I) to the terms. conditions and cerlicolion of the AC Form 8050.1 Aircraft Registration Application. to which this page is attached (the - APOlcalein"). III) that al c4 the information tel lordh on the Application O true and affect as of this dale, and (Ill) the Application may be executed by the cooidners by executing Separate itOunterpert signature pages. each of with Mien so executed and delivered shel be an original but all such counterparts shall together constitute out one and the Same appliCaliOn. SDNY_GM_02761731 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248653 EFTA01332171 • • V14011171)10 Air Yi 'CAIN 1)10 ZI ZI Lid ZI 330 LO , • ••• • •••• t tiold In Y031V tiliM (131t: SDNY_GM_02761732 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248654 EFTA01332172 Q 0 3 6 3 17 Ni CERTIFIED COPY r. TO BE RECORDED BY FAA FAA RELEASE Dated as of November mugIANcE RECORDE9 Raytheon Aircraft Credit Corporation hereby 0) releaseAArciwithg.denniofithnncumbrances described and defined on Exhibit A attached hereto, all e ls& itlit7tite Arid interea in and to any and all collateral described in and subject to the EncumbrarientiksWjeakpomt limited to any aircraft, engines, propellers, lease agreements, spare parts (atillilkliNitgentkelitmitisppliarices (at all locations)) and (ii) confirms that the Encumbrances and any tens and security interests created thereby are hereby terminated. [The remainder of this page is intentionally left blank) SEE RECORDED CONVEYANCE NUMBER -7 - 7- 0.4 03:44 D0ClD 63V3 pAot,21., A/723[01472 04:1 A,Gttf ‘1.1 inirT SDNY_GM_02761733 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248655 EFTA01332173 1/14011V1)10 9C IT WIJ h 930 LO. ..V., ::;314M197 1.4 Hu M 03111 SDNY_GM_02761734 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248656 EFTA01332174 23 fV `4. This FAA Release was executed as of the date noted above. RAYTHEON AIRCRAFT CREDIT CORF7TION By: luMalleot Name: mvio ft. wittmns Title: y, P. - 6r&'6x 44 Co ((kart- Af/2300147.2 SDNY_GM_02761735 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248657 EFTA01332175 i SDNY_GM_02761736 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248658 EFTA01332176 rit 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 5122733, 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 I, 2003 and assigned Conveyance No. QQ028098 • Supplemental Aircraft Inventory Security Agreement dated December 18, 2003 between RACC, as secured party, and FOLLC, as debtor; which was rccordcd 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, 2064 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. T075758 • 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 1, 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 wassecorded 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. 17019346 • 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. 17020384 N72300147.2 SDNY GM 02761737 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248659 EFTA01332177 SDNY_GM_02761738 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248660 EFTA01332178 • 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 11, 2005 and assigned Conveyance No. X 149575 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. 5S023475 A/22300147.2 SDNY_GM_02761739 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 0024866I EFTA01332179 i hereby certify Matt have compared the .(grie- going with the viral and it is a true and correct copy thereof. 1/1101O71Y0 .. " 1MO 9E TTWd h 330L0. HIIM 0311.1 • SDNY_GM_02761740 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248662 EFTA01332180 a -FORM APPROVED capita No. 2120.0042 ......- UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION Filiinir.L ronareors aceetensanoresoot uktelpasen alesonstmcm. cans (Al • AIRCRAFT FIEGISTRAllON APPLICATION CERT. 0._. UE DATE FieatiNFTED STATES AIRCRAFT MANUFACTURER & MODEL N 793TA ...e....ititerier teet--. Raytheon Aircraft Company 400A AIRCRAFT SERIAL No. iv_ nitH ak ir RK-244 . FO Y . TYPE OF REEUSTRAIION (Check one Sod • C) 1. InclivIdUad 0 2. Partnership 0.3. Corporation 3 ( 4. Co-owner 0 5: Gov't. 0 5.1 °n-Citizen on NAME OF APPLICANT (r....4.) shown on evidence. of eamenthip. If indleduid. glee lad name. Inn name. and middle Initial.) 13.) Flight Options, LLC 21.875% of 100% . . Clee Attachment O1,514-cci Wet/en) TELEPHONE NUMBER: ( ) ADDRESS (Permanent mailing address for flnrrimitgAg.o. rats a used, physical address must also be shown. Number and street: 26180 Curtiss-Wright Parkway Rand Route: P.O. San CITY STATE ZIP CODE Richuond 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 false or dishonost answer to any question in this application may be grounds for punishment by lino and / or imprisonment (U.S. Code. Tide 18. Sec. 1001). CERTIFICATION UWE CERTIFY. (1) That the above aircraft is owned by the undersigned applicant who le • citizen (including corporations) of the United States. (For voting best give name el.tilts-tow i. or. CHECK ONE AS APPROPRIATE: a. EI A resident alien, with mien registration (Form 1-151 Or Form 1.651) No. b. Li A non-citizen corporation organized and doing business under the taws of (state) and said aircraft Is eased end pnYnartiy used in the United Melee Reards or eight hours we available for Inspection at (2) Thal the aircraft is not registered under the laws 01 any foreign country: and (3) That legal evidence of ownership Is attached or has been filed with the Federal AviabOn Administration. • NOTE: It executed for co-ownership all applicants must sign. Use reverse side It necessary. TYPE OR PRINT NAME BELOW SIGNATURE S40 Trri-EVice President, Sec. g of Flight Options, LLC f§1 a 2 E SIGNATURE . IT Bruce Boyle - 1 1 DATE X SIGNATURE TITLE NOTE Pending Precept at the Certificate of Aircraft Registration. the aircraft may be operated for a period not In. excess Of 90 days. during which time the PINK copy of this application must be corned In the eirCireft AC Form 8050-1 (5/03) (0052-00-628-9007) SDNY_GM_02761141 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248663 EFTA01332181 fon R94 •• .• _i 124101-1111)10 (110 VNOHV-1310 TS i T J& 6 tlYILI 1002 2i8 VI/3 NO/J.VaiS103U../...4178:"Mii, HLIAI 0311d SDNY_GM_02761742 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248664 EFTA01332182 0 I. ATTACHMENT TO AIRCRAFTSEGISTFtATIT td APPLICATION 67/0/7pm..eci 3 ,,, Reg /7: N793TA 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.) 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 7dik 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.) Eineril 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 & CFO • of Flight Options. LLC Acting as Attomey-in-Fact for #12.3.4.5.6,7,8.9.10,11,12 By signing above. the applicant agrees and stpubtes (I) to the laws, conditions and conificatOn of the AC Form 80501 Aircraft Registration Application, to which this page is seethed (the (II) that all of the information set forth on the Application is We and correct as of this date. and fill/ the AMACelian may be executed by the co-owners by executing separale coumerpan signature pages, each of which when so executed and delivered shall be an original, but al such counterparts shall together constitule but one and the sane aPPliCatOn. SDNY_GM_02761743 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248665 EFTA01332183 • • 4.it, b., • -nio •,,ON ts -ir viNo bB Aroti .„.0 6 oldie, frt,v8.1s,031, d MAI idvtih 037O 4 SDNY_GM_02761744 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248666 EFTA01332184 FORM APP.:UWE° OMB No. 2120-0042 . METED STATES OF AMERICA DEPARTIAENT OF TRANSPORTATION 1,...3 moan.. ifIVIAMOM AlaitieelMilanOssa•Kil IIKIIIIROMIN MIBONAUTICAL Caartgal AIRCRAFT RECUSTRATION CERT. ISSUE DATE "'tat UNITED STATES REGISTRATION NUMBER N 79jTA • ___Ser V e k . AIRCRAFT MANUFACTURER • MODEL Raytheon Aircraft Company 400A AIRCRAFT SERIAL No. S O 1- '1 RK-244 FOR FAA USE ONLY TYPE OF REGISTRATION (Check one gOs) Non-atter; CI 1. Individual 0 2. Pertnership 0 3. Corporation ii C X4. Co-owner 0 5. Gov't 0 II NAME OF APPLICANT (POnion(4) shown on ovItIMICO Cl OnnonAlp. If InclMcksal. plot WI Rea MSC fount and mIcktle WON) 12.) Flight Options, LLC 28.125% of 100% Ask • iler CSee Attachmentdeseci, a /510-1) TELEPHONE NUMBER: ( ) ADDRESS (Permanent mailing address for Or ' WIMP°. BOEttt used. physlCal address must also be shown.) Tons, L Number and street' 26180 Curtiss-Wright Parkway Rural Route: P.O. Beni: CITY STATE ZIP CODE .Richmond Heights OH 44143 D 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 false or dishonest answer to any question In thin application may be grounds for punishment by line and/Or IMPrleonment (U.S. Coda. Title 18. Soc. 1(01). CERTIFICATION Illi OWE CERTIFY: (1) That the above aircraft is owned by the undersigned applicant. who WI at citizen (moluang corporatona) of the tinned States. (For voting trust. give name 04 trustee: ) or - CHECK ONE AS APPROPRIATE: a. 0 A resident alion, with alien registration (Font 1.151 or Form I -S51) No. . b. 0 A non-cillion corpotabon organised and doing business under the laws of (state) and said aircraft is based and primarily used in the United States. Records or Ned hour* are ovitAablo tor inspection at (2) That the aircraft Is not registered under the laws of any foreign country: and (3) That legal evidence of ownership is attached or has bean filed with the Federal Aviation Administration. NOTE: If executed for co-ownership all applicants must sign. Use reverse side il necessary. TYPE OR PRINT NAME BELOW SIGNATURE SIGN* TITLE Vice President, Sec. it lig of Flight Options, LLC TITLE ' DA 6m 0 " Bruce 1 ta gL E I SIGNAWRE • ,, - TITLE ...1+ DATE NOTE Pending receipt of the Certificate of Aircraft Regirstretion. the awash may be operated for a period not in excess of 90 days. during which time the PINK copy of this application must be Castled in the aircraft AC Fonn 8050-1 (5/03) (0052-00403-9007) SDNY_GM_02761745 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248667 EFTA01332185 VKOHY1NO • AJJO 1/KOHViN0 . -?C` T W.d ,S HUW L102 NOI1V.81SiD3ti .14VH0611, VVA Hit/A.0311J SDNY_GM_02761748 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248668 EFTA01332186 0 Per ATTACHMENT TO AIRCRAFT REGISTRAllON 1,4 • APPLICATION offacel 45/tyl Reg tt: 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 2.) Robert Kanter 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 Ill 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 12.) 13.) 14.) Signatures: Title: Date: Vice President. Sec & CFO • of Flight Options, LLC Acting as Attorney-in-Fad for #1,2.3.4.5.6.7.8.9.10.11 31616-7 By signing above. the applicant agrees and 'Spates (I) to the terms. conditions and cedikaten of the AC Form 8050.1 Aircraft Registration Applicator). to eke.", Mk page Is attached (the -APPIcatronl. (II) that al ol the inkwmallon ser forth on the Appkabon is Inc and oared as of this dale, and MO the APO:tank may be executed by the co-armors by execueng separate cotneerpart signature pages, each of Mid, %Men so executed and delivered shad be an original, but al such counterparts shall together constitute bur one and the same application SDNY_GM_02761747 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248669 EFTA01332187 • • VI;•4011V1NO Alto VHORY1M0 £ I Ltd S URI 1001 88 NOIP/81S1038 IgVeOZIA' %ICY Hil/A SDNY_GM_02761748 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248670 EFTA01332188 ka• D. D. U.S. Department Flight Standards Sonia P.O. Boa 25604 of Transomlotion Aircraft Registration Branch, AFS-750 Federal Aviation Administration April 11, 2007 NUMBER CHANGED TO CANceu-ED IATS ATTN: 1ENNIFER 1.00W1CH PD ROOM DATE 04 PAN 112001 Dear Sirs: The FAA Aircraft Registry issued en AC Form 8050-64, Assignment of Special Registration Marks, on. 793TA. This form authorized the use of special registration mark N493LX on Raytheon Aircraft Co model 400A aircraft, serial number RUC-244 N793TA. The authorization form 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: 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. El The special registration mark WILL NOT BE USED on this aircraft. Cat eatadia Signature of aircraft owner rnei PI tibnitn Agta Date Additional Requirements: TA1.11\,A- oplionSi S. Lynn Tampas Legal Instruments Examiner Aircraft Registration Branch 071211328548 510.00 04/36/2007 AFS-750-103-1 (7104) SDNY_GM_02761749 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248671 EFTA01332189 VIYONV1)10 A113 VPi0HV1)10 OTT lid OE MI al 80 NOinnitS1032i1:1411DdIV YV4 H11M 03111 SDNY_GM_02761750 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248672 EFTA01332190 ASSIGNMENT OF SPECIAL REGISTRATION NUMBERS Special Registration Number N 0 Aircraft Make and Model 493111 UDep0f101ed of Trawatton RAYTHEON AIRCRAFT COMPANY 400A Present Registration Number . modmol on Serial Number AdmInidrolion RK —244 7150010 N 7931A • Issue Date: ICAO AIRCRAFT ADDRESS CODE JANUARY 30, 2007 FOR N49311 r. 51416115 This is your authaty to change the United Stales registra- tion number on the above described aircraft to the special SOUTHEASTERN MILLS INC registratico nurnber shown. 26180 CURTISS—WRIGHT PKWY Carry duprwaie of this lam in the aircraft together with the C/ii FL [GNI OPTIONS LLC old reejstration cart RICHMOND HEIGHTS OH 44143-1453 aircraft pending receipt el revned oertfioate of registration. Obtain a revised certkate of aingthiness from your near. KETTLER ROBERT est Fight Standards District Office. SAMAIR INC ASCENT II LLC The latest FAA Fam 81304, Application For Airworthiness on file is dated: ET -AL OCTOBER 01, 1999 The A:worthiness classification and 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 placed on the aircraft. A revised certificate wit then be issued. W The authority to use the special number expires: JANUARY 30, 2008 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. Boo 25504 Signature of Owner. Oklahoma City, Oklahoma 73125-0504 Title of Omer. Date Placed on Aircraft AC Form 8050-64 (5/2005) Supersedes Previous Ednion , SDNY_GM_02761751 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248673 EFTA01332191 • • SDNY GM 02761752 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248674 EFTA01332192 / Insured Aircraft Title Service, Inc. P.O. Box 19527 • Oklahoma City, Oklahoma 73144 • FAX DATE: ..op 0.7 q931.x FEDERAL AVIATION ADMINISTRATION CENTRAL RECORDS DIVISION -(4 793TA OKLAHOMA CITY, OK 18 JAN 3 0 200? Gentlemen: Please reserve N in NAME ONLY for: • Please reserve N 4q3DC for assignment to the following aircraft: 613TV1 Pak#11011 RK-atizi Current Nit Make Model , Serial # Which is (I) being purchased by: or (2) is registered to: )C OptionA • 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 gley N Number Consultant •-• Serving the Aviation Industry for over 35 years SDNY_GM_02761753 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248675 EFTA01332193 V A /OIV:WHOVH1V)(1°)/0 S2 6 bk CO Nit epee be NOvlIvii 1IS j m53:311,7138Its SDNY_GM_02761754 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248676 EFTA01332194 a UNITED STATES OF AMERICA ht IL S. WYM1113111111ANWMTABIll FEDERAL AMAINMINIMA= , AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE ' CORVEYANC€ UNDERSIGNED OWNER(S) OF THE FULL LEGAL REIHIRDRO AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CRIBED AS FOLLOWS: UNITED STATES • ill RPR 3 fin ' 52 REGISTRATION FEDERAL AVIATION NUMBER N 793TA AO:MINISTRATION AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 q DOES THIS IN DAY OF MAR., 2007 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE. AND INTERESTS Do Nol Write In TNn Block IN AND TO SUCH AIRCRAFT UNTO: FOR FAA USE ONLY NAME AND ADDRESS (IF INDWIDUAL (5). GIVE LAST NAME. FIRST NAME. AND MIDDLE INITIAL.) PURCHASER BUDCO HOLDINGS, LLC 6.25% OF 100% 26180 CURTISS-WRIGHT PARKWAY 070681243592 RICHMOND HEIGHTS, OH 44143 $5.00 03/09/2007 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS Tlf TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 9'H DAY OF MAR., 2007. NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPED OR PRINTED) (IN INK (IF EXECUTED FOR (TYPED OR PRINTED) C HIP. ALL M./ST 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 FAA AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition SDNY_GM_02761755 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248677 EFTA01332195 VfriOntrno A110 VkiOliV1X0 TS i I ',Ai 6 obi me 88 N011ts tilS1938 ISPNOilltr nid HAIFA 03114 SDNY_GM_02761756 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248678 EFTA01332196 FORM APPROVE OMB NO. 21204042 UNITED STATES OF AMERICA 131030w It S. DEPARTMENT Of TRANSPORTATION FEDERAL AIRCRAFT BILL OF SALE ' FOR AND IN CONSIDERATION OF $1.00 ovc THE G0IIIVEYANCE UNDERSIGNED OWNER(S) OF THE FULL LEGAL • REIHIRDED AND BENEFICIAL TITLE OF THE AIRCRAFT DES- • CRIBED AS FOLLOWS: . UNITED STATES 2007IIIR 3 Arl 7 52' REGISTRATION •. NUMBER N793TA 1 FEDERAL AVIATION AIRCRAFT MANUFACTURER & MODEL MAIN% STRATKM c RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS 28111 DAY OF FEB., 2007 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS Do Not Write In This !Rock IN AND TO SUCH AIRCRAFT UNTO: FOR FAA USE ONLY NAME AND ADDRESS (IF INDIVIDUAL (S). GIVE LAST NAME, FIRST NAME. AND MDDLE INITIAL.) PURCHASER FLIGHT OPTIONS, LLC 9.375% OF 100% 26180 CURTISS-WRIGHT PARKWAY RICHMOND HTS., OH 44143 070641340232 0.00 03105/2007 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 28" OF FEB., 2007. NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPED OR PRINTED) (IN INK) OF EXECUTED FOR (TYPED OR PRINTED) CO-OWNERSHIP. ALL MUST SELLER SIGN. KITTLES FLIGHT OPS, VICE PRESIDENT. SECRETARY LLC BRUC YLE & CFO OF FLIGHT OPTIONS, LLC ACTING AS ATTORNEY- IN-FACT FOR MILES 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_02761757 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248679 EFTA01332197 YWOHWINO All0 VIIONV1)10 8C I kid S UHW 1002 1:18 N011te8IS103S i+V801illf YIN HUM 031;3 SDNY_GM_02761758 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248680 EFTA01332198 FORM APPREINEDE0 OMB No. 2I2D4304ga UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION FeeMAL Air MN italeasTRAMOM-assat asOrmossey ASPIONAIRICAL CONKS Curl AIRCRAFT REGISTRATION APPLICATION VD CERT. ISSUE DATE I%) ''. UNITED STATES REGISTRATION NUMBER AIRCRAFT MANUFACTURER • N 793TA MODEL Raytheon Aircraft Company 400A HK OCT 0.5 200b. AIRCRAFT SERIAL No. • '" RK-244 FOR FAA USE ONLY TYPE OF REGISTRATION (Cheek one box) O 1. InGIVICIUIS O 2. PertrietalliP• O 3. Corporation 44. Co-owner O 5. Govt. O 8. OO1 NAME OF APPLICANT (Person(e) ahown an evklanoe of ormeraftip. it indMdual. gNe SA name, first' name. mid middle Halal.) 13.) Right Options, LLC 18.75% of 100% al (See Attachment da -l - C11 q I i D - 1O(o) TELEPHONE NUMBER: ( 7 ADDRESS (Pallwallmint mailing address lot Tel rat , 1 8g.0. tits used. physical ackdrose must also be shown.) Number wed Set 26180 Curtiss-Wright Parkway Rural Route: P.O. Bow: CITY STATE ZIP CODE 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 take or dishonest answer to any queston in this application may be grounds for punishment by fine and / or ImPrigOnment (U.S. Code, Tito 18, Soc. Moly CERTIFICATION ill VWE CERTIFY: (1) That the above amasft is owned by the undersigned applicant who Is a citizen IIMILbning corporations) of the United States. (For voting bust. tyro name of trustee: ) on CHECK ONE AS APPROPRIATE: a. O A resident alien. With alien registration (Form 1-151 or Form 1-551) No Anon-citizen corporation organized and doing business under the laws of (slate) _ b. O and said aircraft is based and primarily used In the United States. Records or llignt hours am available for 1n..yuctkn at (2) Thal the outran is rim registered under the laws of any foreign country; and (3) Thal legal evidence of ownership is attached or has boon Hod with the Federal Aviation Administrabon. NOTE: If executed for co-ownership all applicants must sign. Use reverso side if necessary. TYPE RINT LOW SI TURE RE " la Assistant Secretary of oArc ight Options, LLC cil1a/&O TURE DATE James R. Dauterffan 4t(3 i t- SIGNATURE TITRE DATE NOTE Primary receipt of Me Certificate of Alreratt Registration. the aircraft may be operated tor a period not in excess of 00 days during which time the PINK copy of Mis application must be carried in the aircraft. AC Font 8050-1 (5/03) (0052-00-628-9007) SDNY_Ca4_02761759 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_00248681 EFTA01332199 • VNIORV1NO ADO VW0HV1N0 £Z T bid 21 d3S 900Z NOLLYHISID3d 1.4V2JONIV VVd HIIM 03113 SDNY_GM_02761760 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248682 EFTA01332200 e ATTACHMENT TO AIRCRAFT REGIST TIT4 W APPLICATION R 0 (0 W Reg 8: N793TA Model: Raytheon Aircraft Company 400A SNP: RK-244 Owning an undivided Name of Apiacant: 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.) 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: Date: Assistant Secretary of Flight Options, LLC Acting as Attorney-in-Fact for et ,2,3,4,5,6,7,8,9,10.11.12 By siring above. Me applicant agrees and stipulates (1) to the terms. cendibons and certification of the AC Rem 80504 Patron Registrabon Applkatito. to ship' Its page is attached 0fte*AePlicanconl. (II) that all of the inicanslic° set folh on the Application is In:a and traced as of this date. and (III) the AppEr.atian may be executed by the co-millers by executing separate counlerpen signature pages. each of uhich when so executed end delivered shad be an original. but al such counterparts shall together constitute but one and the same application. SDNY_GM_02761761 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248683 EFTA01332201 ce rAi/ 1viyofit fivNo ,7,0 Ye Not/ MI 21 d39 gpol P t:Lis/D-38 Jim 63.nd _08n, SDNY GM 02761762 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248684 EFTA01332202 FORM APPROVED µT OMB NO. 2120.0042 ta. UNITED STATES OF AMERICA HK 0 3 0009 t4 0 U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION i-, 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: UNITED STATES . , ILIT 5 Prl 1 .56 REGISTRATION FE ARAL AVIATION NUMBER N793TA ADMINISTRATION AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS 29TH DAY OF AUG., 2006 HEREBY SELL, GRANT. TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS Do Not WM° In 1W5 Blatt IN AND TO SUCH AIRCRAFT UNTO: FOR FAA USE ONLY NAME AND ADDRESS (IF INDIVIDUAL (S) GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL.) K LE COFLIGHT OPTIONS, LLC 6.25% OF 100% ct x 26180 CURTISS-WRIGHT PARKWAY K RICHMOND HTS., OH 44143 = a. 082551328203 65.00 00/12/2008 _ 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 4K) EXECUTED FOR (TYPED OR PRINTED) CO NER HIP, AL UST SIGN.) CC w ANTHONY ZINGALE & ASSISTANT SECRETARY -I tu TERESA M. ZINGALE - JAMES R. DAUTERMAN OF FLIGHT onion, tic (/) TRUSTEES ACTING AS ATTORNEY- IN-FACT FOR ANTHONY ZINGALE & TERESA M. ZINGALE-TRUSTEES ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES CF 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_02761763 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248685 EFTA01332203 Vfriolinuo mourow C2 bid u r 2T d39 3 98 N047 I 14 03all Vb' Nrifl SDNY_GM_02761764 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248686 EFTA01332204 CC AUG 24 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_02761765 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248687 EFTA01332205 SDNY_GM_02761766 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 1 EFTA 00248688 EFTA01332206 VI0101-1V1NO Alla YHOH1 1)10 01. IT We ddosp .'" 1:4 going with the origore-inal lie I. traelikettrrect VrgoelLieritc9riu ce/24 .44.—d SDNY_GM_02761767 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248689 EFTA01332207 SDNY_GM_02761768 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248690 EFTA01332208 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_GM_02761769 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248691 EFTA01332209 SONY GM 02761770 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248692 EFTA01332210 • minima VI1014trbi0 I hereby certify that I I MI 02 compared the fore- •Ndt 9 with the original is a hue and correct veKjIltU1S103111d14,itthereof. H.LIAt 031ri SDNY_GM_02761771 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248693 EFTA01332211 SDNY GM 02761772 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 1 EFTA_00248694 EFTA01332212 CERTIFIED COPY. -FAA • " TO BE RECORDED BY • •;g•0:0..:?..1 . , •• RECORDED FAA RELEASE • .CORVEYAAE as 1.b01-, 0 ,4/ 25. • • Mit :25 fin 10 53 3Thepti Aircraft Credit Corporation (tbe. "Siatiret PARIej as . avimm".... .' • . ,•••*0.*# .49094 #510.441.10 ,1'.:- -i 'leftWolaN .Agreementi ilfpfits iiabt, title aid iatereit in and tothe collateral xteseribid , . in the. Sectuitiligateikaanta. bilied itigYof 2006.. • . s44 toftsittif;„ • • • • •rrouittafir) Voa-141%; • • 649-.4:kty_ r •;'• ' SDNY_GM_02761773 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248695 EFTA01332213 SDNYGM02761774 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 0024%696 EFTA01332214 a tAl trt W 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. DD025607, as further amended by the Amendment to the Aircraft Inventory Security Agreement dated August 19, 2005. between FtACC, 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. 2006424. as further amended by the Amendment to the Aircraft Inventory Security Agreement dated August 19, 2005, between RACC, as secured party, and FOLIC, 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, 2035 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. Ii1CO27548; as further amended by the Amendment to Aircraft Inventory.Security Agreement dated as of August 19, 2005 between RACC, as secured party, and FOLIC, 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. 0006516; as further amended by the Amendment to Aircraft Inventory Security Agreement 20640/ SDNY_GM_02761775 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248697 EFTA01332215 SDNYGM02761776 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0024%69% EFTA01332216 e t-. LJ (fl 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. 7006556; 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. 2035 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 IS. 2005 as Conveyance No. VV021520; Aircraft Inventory Security Agreement dated as of August 23. 2035, between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on December 29. 2005 as Conveyance No. VV022131; 20640/ SDNY_GM_02761777 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248699 EFTA01332217 SDNYGM02761778 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248700 EFTA01332218 (.4 Ui Ut 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 14, 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 Septet 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. VVO21887; 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 03. 2005. between RACC, as secured parry, and FOLLC, as debtor, which was recorded by the FAA on December Z 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 I0, 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; 206401 SDNY GM 02761779 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248701 EFTA01332219 SDNY GM 02761780 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 1 EFTA 00248702 EFTA01332220 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 dated 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"). 2064W SDNY_GM_02761781 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248703 EFTA01332221 9°( C'ell' Y41 SDNYGM02761782 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 0024%700. EFTA01332222 CERTIFIED COPY FAA GeV- 1 57 TOBE RECORDED BY FAA EASE C°Nt„In::(Alr'E g2-0° 20 2r, is PrI 1.39 Raytheon Aircraft Credit Corporation (they USiiiikefiefaNly") as in secured party under the Security Agreements des:ribMed iNi‘;;:lAdefi. ned 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 KaA.c.l— , 2006. Raytheon Aircraft Credit Corporation By: Name: Andrew A. Mathews Title: President SEE RECORDED CONVEYANCE SEE RECORDED CONVEYANCE NUMBER V V014/Fue... NUMBER Jo DOC ID4 .5.414, RAGE DOC ID C..34) ',Ate SEE RECORDED CONVEYANCt NUMBER mai oa174pj 20640/ DOC ID,:a±2.PAGE_I a Dale Avaciv [run- SDNY_GM_02761783 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248705 EFTA01332223 SDNY_GM_02761784 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248706 EFTA01332224 cei 00 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 S122733; Supplemental Aircraft Inventory Security Agreement dated October IS, 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 party, and FOLIC, as debtor, which was recorded with the FAA on January 11, 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. 7004687; 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. HI-1039060; 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 March 3, 2005 as Conveyance No. HH039223; 20640i SDNY_GM_02761785 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248707 EFTA01332225 SDNY GM 02761786 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248708 EFTA01332226 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 18, 2005 as Conveyance No.11377264; 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. HH038980; Aircraft Inventory Security Agreement dated as of January I8. 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. L077420; 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. RR03O454; 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. MM02742 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. YY04O080, 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. KIC035074; 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 11, 2005 as Conveyance No. DD025405; Aircraft Inventory Security Agreement dated 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. FIF1039251, 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_02761787 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248709 EFTA01332227 SDNYGM02761788 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA Q{)248710 EFTA01332228 O H ra Ul 0 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 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 21, 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. YY040 ISO; 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. V V021131; 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. 1-111039708, as further amended by the Amendment to the Aircraft Inventory Security Agreement 20640/ SDNYGM02761789 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248711 EFTA01332229 SDNY_GM_02761790 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002487 I 2 EFTA01332230 're dated August 19, 2005, between RACC, as secured party, and FOLLC, is debtor, which was recorded by the FAA on Septembei26, 2005is Conveyance No. VV021591; • Aircraft Inventory Security Agreement dated as of May 13, 2005 between RACC, as secured paity,ind FOLLC,'ai debtor, which ivis 'recanted by the FAA on June 16, 2005 as Conveyance No. SS022777, as further amended by :ihe • Aniabdment to the Aircraft Inventory Security Agreement dated'August :19:- 2005,1betweeriliACC; as secured party, and FOLLC, as debtor, whiclfwas monied by the FAA onSeptember .15, 2005 as Conveyance No. VV121523; 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. 2005 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"). rri' • i 1", Wiriii:MY11); 3 . I fsrt yiliso Sod r ret via 1 2 40 srif bsisritnoo AyirlubS • Isnigho et ritiw eidir r*. 124 ._ ,Jornos bns sof s ai, caso&AEC1.410t.,..y WOW, it . ".ToSrlt 7t-•<?c„,, • 0-ct , Pak. . . SDNY_GM_02761791 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248713 EFTA01332231 cr' .5oo-z.1.9z. /i „X) SDNY_GM_02761792 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248714 EFTA01332232 12 vv022205 r. CONVEYANCE RECORDED FAA PARTIAL RELEASE ?ON JIIN11 P19 2 07 Raytheon Aircraft Credit Corporation (the "SecureirlirivtaviRtioN secured party under the Security Agreement described anneltitIMARION 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 ,iciuni,i-er, 2005. Raytheon Aircraft Credit Corporation By: 0.6F(2-- Andrew . Mathews Title: President 2064W SDNY_GM_02761793 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002487 15 EFTA01332233 se Li 0 NOLL d 330 SO, v ism;18 elvi lriv SDNY GM 02761794 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248716 EFTA01332234 Exhibit A FAA Partial Release Security Agreement Aircraft Inventory Security Agreement dated as of January 28, 2005 between Rlytheott 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 RIC-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_02761795 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248717 EFTA01332235 A171404 v7 lit1e 9 )10 "NO 82 C (1 62 330 g0, j NI Mt ojcljtt v SDNY GM 02761796 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002487 I 8 EFTA01332236 FORM APPROVEDM OMB No. 2120.01:Mfa Pa UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION Fgt./int avicrottis ADNeelMatalOielieliall0101011•Ce antOnaunsAL cents En/ ..:.., / --S-- AIRCRAFT REGISTRATION APPLICATION CO CERT. ISSUE DATE -.4 UNITED STATES REGISTRATION NUMBER AIRCRAFT MANUFACTURER a MOOEL N 793TA Raythonn Airrraft Cnnpany 4011k ati 0 5 2itisti AIRCRAFT SERIAL NO. RK - 244 FOR FAA USE ONLY TYPE OF REGISTRATION (Chock one bat) 0 1. Individual 0 - 2. Pertnerehlp 0 3. Corporation 0x4. Co-owner Q 5. Govt. 0 8. tin alo NAME. OF APPLICANT (Person(*) Shaven On evidence of ownership. If Individual. ONE Iasi name. fast name. end Middle Initial.) 14.) Flight Options, LLC 12.50% of 100% III See Attachment TELEPHONE NUMBER: ( ) ADDRESS (Permanent meant) ale'— ter piit. Nat(d.)(If P.O. BO is Med. physical address must also be shown.) ightoptions, LLC Number and street 26180 Curtiss-Wright PArkway Rural Route: P.O. Bet: CITY - STATE ZIP CODE Richmond Heights OH 44143 0 CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Read the following statement before signing th is application. This portion MUST be Completed. A hese or dishonest answer to any question in this application may be grounds for punishment by Imo and / or imconsonment N.S. Code. Title 10. Sec. 1001). 411 VWE CERTIFY. CERTIFICATION (I) That the above taitraft is owned by the undersigned appicant. who u. a citizen (including oorporsmons) of the Unflocl States. (Foe voting trust. give name of trUStee: _ . .____. _ ) or: CHECK ONE AS APPROPRIATE: a. U A resident alien, with alien registration (Form 1-151 or Form 1.551) No. ___ b. O A non-efts/1 my:mason organized and Otani) business under the laws Of (state) and said ai rcraft Is Steed and primarily used In the United States. Records or eight hours are available for Inspection at_. (2) That the aircraft is not registered under the laws of any foreign county. and (3) That loge) avidanCe ei ownership n attached or has been find with the Federal Aviation Administration. NOTE: If executed for co-ownership all applicants must Sign. Use reverse Side if neoossary. TYPE INT NAM a SIGNATURE IONATURE TITLE Assistant Secretary o"ArE gli •• t Options, LLC 10?-gq-og t 9 r TURE TITLE DATE 2 James R. Dautetmen SIGNATURE TITLE DATE NOTE Pending noose* et ma Cart/Scale Or Akcraft ReetebStiOn• 010 Dacron may be operated for a petted not in inane ON 00 • days. during which sma the PINK Copy of this application must be carried in the *Nadi. ' ci :i f • AC Form 8050-1 (5/03) (0052-00-203-9007) • SDNY_GM_02761797 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_00248719 EFTA01332237 V1-10/iV 1 MO A11O V1-404V1 )1O B2 C Wil 62 an S0. as Noll SI liVaO2//- V V.4 HIIM anitht. SDNY_GM_02761798 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248720 EFTA01332238 to IN) (4 ATTACHMENT TO AIRCRAFT REGISTRATION APPLICATION qD Reg ft N793TA Model: Raytheon Alittaft 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 & Teresa M. Zingale - 2.) Trustees 6.25% of 100% Shown on Original form hereto 3.) Robert Kettle, 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.) Emeril 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 IR-A4-05 ames By signing above, the apptcant agrees and stipulates (I) to the terms. conditions end certification of the AC Fenn W50-I Aircraft Registration Application, to Mach this page iS attached (the 'frarAcation'). (II) that or the informants) set forth on the ApplicalS is true and aorta as of this date. and (III) the APPIcatan may be executed by the co-o—ca by executing separate counterpart Signature pages each of with anal seexecuted and delivered she' be en original. but al rash counterparts shall together constitute but ore and the same Doration. SDNY_GM_02761799 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248721 EFTA01332239 A ;" ?No " 7Yo 9° C Ida 6, 330 • )80,2,., So. 2C6.4°11 V Pt/dill/Ai 3 i jzilt, SDNY_GM_02761800 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248722 EFTA01332240 e FORM APPROVED ra OMB NO. 2120-0042 (4 UNITED STATES OF AMERICA U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION V V 0 2 217 8 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 2i26 JI04 S All 8 07 REGISTRATION FEDERAL AVIATION NUMBER N 793TA ADMINISTRATION AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS 13TH DAY OF DEC., 2005 HEREBY SELL. GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: Do Not Write In TMs Block FOR FAA USE ONLY NAME AND ADDRESS (IF INDIVIDUAL (5). GIVE LAST :MAE. FIRST NAME. AND MIDDLE INITIAL ) AIR LEADER, INC. 3.125% OF 100% 26180 CURTISS-WRIGHT PARKWAY RICIIMOND 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 131" DAY OF DEC., 2005. NAME (S) OF SELLER SIGN RE (S) TITLE (TYPED OR PRINTED) (IN INK) UTED FOR (TYPED OR PRINTED) L MUST FLIGHT OPTIONS, LLC ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VAUDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052-00-629.0003) Supersedes Previous Edition 9:07.4:FAC C0'S5 9F/5930a3) SDNY_GM_02761801 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248723 EFTA01332241 4414/1Pti, f, v 1)10 C 6.8 ffo p, "i 6?1 0 Vd1. .1.; - iel„ -44 41 0,1717tv SDNY_GM_02761802 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248724 EFTA01332242 la FORM APPROVED co OMB NO. 2120-0042 M UNITED STATES OF AMERICA V v022177 w uzi U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION m 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- 2 08 JAN 5 RN8 01 CRIBED AS FOLLOWS: 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 Na Write In This Mock IN AND TO SUCH AIRCRAFT UNTO: Do F OR FAA USE ONLY NAME AND ADDRESS (IF INDIVIDUAL (S). GIVE LAST NAME, FIRST NAME. AND MIDDLE INITIAL.) re iu u) EMER1L 6.25% OF 100% cc AIR, LLC 26180 CURTISS-WRIGFIT PARKWAY U W 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 23Iw DAY OF SEPT., 2005. NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPED OR PRINTED) (IN I (IF CUTED F R (TYPED OR PRINTED) ERSHI , ALL M 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 EditionA .• ' ..• SDNY_GM_02761803 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248725 EFTA01332243 , Hoeyv 4113 , riintiv.40 ol tio lie 030 ti p ao- HAIM djicipiv SDNYGM02761804 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248726 EFTA01332244 ca v v 0 2 19 8 9 CONVEYANCE RECORDED FAA PARTIAL RELEASE NOS NOU 28 API 8 26 Raytheon Aircraft Credit Corporation (the "SecutfilitEPattyMMISON secured party under the Security Agreement described aiiirgeiWrielcin egN 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 r day of C)tinVED A , 2005. Raytheon Aircraft Credit Corporation By: Andrew A. Mathews Title: President 20640 SDNY_GM_02761805 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248727 EFTA01332245 V1101O1)10 V11014V1N0 911 OT Wd 9 DO SOU 16 ii0:08.1.S1338 1.7:VIJ0MY YY3 BIIM 03113 GM 02761806 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10,Y15, and 17 EFTA_002 48728 EFTA01332246 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 (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 model JT15D-5 aircraft engines bearing manufacturer's serial numbers PCE- JA0256 and PCE-JA0257 20640 SDNY_GM_02761807 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248729 EFTA01332247 VIIOHY1NO All0 V1101471)10 91, OE LAU 9 130 SE t4011.1%,1810311 13V8OSIV VVJ KIM 03114 SDNY_GM_02761808 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248730 EFTA01332248 U.S. DEPARTMENT OF TRANSPORTATION SEE CONVEYANCE. NO FEDERAL AVIATION ADMINISTRATION v. 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 &naafi folder involved. TYPE OF CONVEYANCE DATE EXECUTED Aircraft Inventory Security Agreement 7-29-2005 FROM DOCUMENT NO. Flight Options LLC \ IV o o 1 426 TO OR ASSIGNED TO DATE. RECORDED Raytheon Aircraft Credit Cap 111E FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: 1 i .... a8-OS AIRCRAFT (list by registration nuniser) I TOTAL NIRARER INVOLVED II N254CW N288CW N427CW N731TA N802TA N491CW N471CW N793TAI N826CW N789TA N720TA Engines: Williams-Rolls F144-IA 1320 1321 " 1445 1446 - NSW Canada JTI5D-5 PCE..100233 PCE-100244 PCE-JA0316 PCE-3A0317 P-100360 P-100361 PCE-1A0089 PCS-110091 PCE-JA0256 PCE-JA0257 PCE-JA0308 PCE-JA0307 Honeywell Intl TFE731.5BR P-107448 P-I07449 TFE731-5R P-91105 P-91152 P-107215 P-107214 ENGINES I TOTA I NI11.414FR InvOLVFn 22 MAKE(S) SERIAL See Above NO. See Above _ PROPFI I FRC I TOTAI NIIIARFR INVOLVFX1 MAKE(S) SERIAL NO. SPARE PARTS -LOCATIONS I TfITAI NIIIARER MVO! VETS LOCATION RECORDED CONVEYANCE FILED IN: N254CW, serial 525.0154, Cessna 525 AC RM 8050-23 HAM (0052-00482-6000) SDNY_GM_02761809 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0024873 I EFTA01332249 SDNY GM 02761810 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248732 EFTA01332250 FORM APPROVED OMB No. 21204Z/412 tea UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION 'so) anew. away :1, 0asrstrtnota-inice NOOMMIEV aznowitsncaL cairns . p gg AlFtRAFT REGISTRATION APPLICATION CERT. ISSUE OAT&J UNITED STATES REGISTRATION NUMBER PI 793TA AIRCRAFT MANUFACTURER & MODEL J} SEP 1 3 2005 Raytheon Aircraft Company 400A AIRCRAFT SERIAL No. RK-244 FOR FAA USE ONLY TYPE OF REGISTRATION (Chock one bat) 0 1. Individual 0 2. PartnershIP 0 3. CorporatIon al 4. Co-owner 0 S. Govt. 0 8. 14pnCitina NAME OF APPLICANT (Person(*) Sown on MONK* Of CeMership. If indideod, give lest name, as name, end middle Initial.) el -12.) Flight Options, LLC 21.875% of 100% See Attachment TELEPHONE NUMBER: ( ) ADDRESS (Permanent welling address for first *Paean' INNS) Flight Options, LLC Number and street 26180 Curtisa—Wright Parkway Rural Route: P.O. Box: CITY STATE ZIP CODE Richmond Heights OH 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 tame a dishonest answer to any quostion in this applIcation may be grounds for punishment by fine and / or imprisonment (U.S. Coda. Title 18, Soc. 1001). CERTIFICATION all VWE CERTIFY: (1) That the above aircraft is owned by the undersigned riPPlicont who is a citizen (including corPorahons) of the United States. (For voting Matt, give name of trustee: . ) Or CHECK ONE AS APPROPRIATE: a. CI A resident alien, with aeon registration (Form 1-151 or Form 1.551) No. _ _ b. 0 Anon -citizen corporation organized and doing business under the laws a (state) and said aircraft Is based and primarily used In the United States. Records or nom hours aro available for Inspection at __-- (2) That the aircraft is not registoms under the laws of arty foreign country: and (3) That legal evidence of Ownership Is attached or has boon feed with the Federal Aviation Administration. NOTE: If executed for co-ownership all applicants - must sign. Use reverse side it necessary. TYP OR PINT BELOW SIG TURE SIG TURE TITLE Assistant Secretarra€ D ,e ight Options, LL"'N-acit-O‹ z G TITLE DATE James R. Dau erman t0--. k SIGNATURE TITLE It DATE NOTE Pending receipt of the Certificate of Parc:raft Registration, the aircraft may be operated for a period not in excess of 90 clays. during wtdch time the PINK copy of this application Must be carried In the aircraft. AC Form 80SO-1 (12/90) (006240-628-9007) Supersedes Previous Edition SDNY_GM_02761811 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_00248733 EFTA01332251 1 VINOHV -Di0 A.LIO VW0HV -INO 1-1S OT WU 6Z -Tr SOOZ NOI1V8ISI038 .I.JV)JOUIV ‘/Y3 HIIM 03113 SDNY_GM_02761812 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248734 EFTA01332252 ATTACHMENT TO AIRCRAFT REGISTRATION APPLICATION *err e d elsaCtrog co Reg d: N793TA Model: Raytheon Aircraft Company 400A SINN: 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 Kehler 6.25% of 100% Shown on Original form hereto 4.) " SamalrOnc. 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 Opt 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 By signing above, the appreant agrees and stipulates (I) to the terms, cora:Mk:en and cerarcaton of the AC Form 15050.1 ABUJA Registration Apple/Mow *0 which (Ns page Is attached (the "Applicatiari), (II) that al of the iriormation set teeth on the Application is Wm and oared as of this dale. 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 couMerparts shall together constitute but one and the same application SDNY_GM_02761813 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248735 EFTA01332253 V WOHV1)10 All3 VW091/1)10 FIS OT WU 62 1111' SDP 89 14011V8ISI038 131/808iv VYJ H1114 03113 SDNY_GM_02761814 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248736 EFTA01332254 I ci O va FORM A4P2PROVED ta I - UNITED STATES OF AMERICA .../ U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION al ADMINISTRATION AIRCRAFT BILL OF SALE EC0RDED FOR AND IN CONSIDERATION OF $1.00 ovaINEETANCE-F UNDERSIGNED OWNER(S) OF THE FULL LEGAL ti AND BENEFICIAL TITLE OF THE AIRCRAFTinu 13 Ari 4395 CRIBED AS FOLLOWS: 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 This Block • IN AND TO SUCH AIRCRAFT UNTO: FOR FAA USE ONLY NAME AND ADDRESS (IF INDIVIDUAL (S). GIVE LAST NAME, FIRST NAiii, 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 25Th OF JULY, 2005. NAME (S) OF SELLER S NATURE (S) TITLE (TYPED OR PRINTED) (IN IF EXEC 0 FOR (TYPED OR PRINTED) COA SHIP, MUST SIGN. SELLER RONALD A. ELENBAAS ASSISTANT SECRETARY JAMES R. DAUTERMAN OF FLIGHT OPTIONS, LLC ACTING AS ATTORNEY- • IN-FACT FOR RONALD A. ELENBAAS ACKNOWLEDGEMENT (NOT REWIRED 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 9R/do ons SDNY_GM_02761815 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248737 EFTA01332255 VWOHVI)I0 ADO VWOHV1U0 hS or UV 62 lir Sap 88 IYOuVUISIO38 Y"Hil l P3113 SDNY_GM_02761816 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248738 EFTA01332256 00 S RECORDED FAA PARTIAL RELEARINV VANCE e VASSE?13 RN 6 45 Raytheon Aircraft Credit Corporation (tne "Secured .ParK) as FEDERAL secured party under fife Security Agreement descrtiwidio5dRitliffitd on Exhibit A attached hereto, hereby releases from the t e s i f4'tnheSecurity 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 rj day of , 2005. Raytheon Aircraft Credit Corporation By: Andrew Mathews Title: President N SU EE MBRE ERCORDED CONVEYANCE Doe Ira PAGE I 20640 SDNY_GM_02761817 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248739 EFTA01332257 VHOHEINO A110 VHOHV1NO S2 ItWU 62 inr see be NOIMILS1038 .1.1Oi3;;;V- VVI HUM 03113 SDNY GM 02761818 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248740 EFTA01332258 v - • Exhibit A FAA Partial Release Security Agreement Supplemental Aircraft Inventory Security Agreement dated as of June P., 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 (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. The engines described above are in excess of 750 rated takeoff horsepower. 20640 SDNY_GM_02761819 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248741 EFTA01332259 VWOHVl10 XiI9 VYlOHV1 '4 SZ TT Liti 62 lnr 14011.11:11S1338 118 031.., VVJ 'rill:a SDNY GM 02761820 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248742 EFTA01332260 FORM APPROVED a) OkIM No. 212O00.2 1s P....3 'UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION yawn. ottoman Amoseturnomaz tramoomv AIONMAISTICAL COMM e a - Si 793TA AIRCRAFT REGISTRATION APPLICATION a UNITED STATES ;Smoisraarion NUMBER CERT. ISSUE DATE CO Le.1 AIRCRAFT MANUFACTURE -Ft & MODEL Raytheon Aircraft Company 400A MC JUL t.$ 2005 AIRCRAFT SERIAL No. RK-244 FOR FAA USE ONLY TYPE OF REGISTRATION (Cheek one bar) O 1. IntINktual 0 2. PannereNp 0 3. C0IG0SIGOSI Ca 4. Co-owner 0 5. Genet 0 8. 1sCitizen NAME OF APPLICANT (Persertnn Omen on enamors of ownership If inawklual. ere IS name. first name. end erWAS• SSW.) 0 13.) Flight Options, LLC 18.75% of 100% (lee Attachment 4443_4(tCk S -LS-; TELE/PIC/NE NUMBER:( ) ADDRESS (Permanent means address kw bet eppltrant Mied.)(1P.O. SOX is used. physical address must oleo be shown.) Flight Options, LLC Number and street 26180 Curtioc-Wright Partway Rand Route: P.O. Oa: CITY STARE ZIP CODE Richmond Heights OH 44143 0 CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTEPMONI Rood the following statement before signing this application. This portion MUST be completed. A Mae or dishonest answer to any question In pis appocation may be groans tor punishment by One end / or Imprisonment (U.S. Code. Tee IS. Seo. 1001). III CERTIFICATION (I) That the slave aircraft is owned by the undersigned aPPIK*01: who Is a citizen 0nduan0 oofForstrals) of the United Sta. (For voting trust. MM nem* of buster I or. CHECK ONE AS APPROPRIATE: A O A resident alien. with exert registration (Form 1.151 or Fenn 1-551) No. b. 0 A nonaten baebbealOn apanized and doinp business under the isrm of Hate/ and sold nal is based and prIntatly used in Ow United Stales. Records or NOM hours are available for inepsetIon et (2) That the aircraft is not registered under the awe of any foreign country: and (3) That legal evidence Of Ownership la winched or has been Ned MTh the Federal AvIallon Adminlarabon. NOTE: It executed for co-ovmershIp aM applicants must sign. Use reverse side If necessary. TYPE OR P NAME BEL S 'NATURE SIG RE Assistant Sedretarymm — PIZ options, LLC 1-3.41.05 DATE 5 a TITLE ores R. Dauterman SIGNATURE TITLE DATE lit . _. . .... . NOTE Pending neSest ed the Ceallione a Andel Regiesitifon. the ..craft may be operated for a Period not In ease of 90 days. during Mat time the Pim Cabe aerie aPPIIOMOn mil Im mined in the Milan - AC Fenn 8050.1 (5/03) ( 1052-00-628-9007) SDNY_GM_02761821 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248743 EFTA01332261 • • VNIOHV -INO Alto VINOHV1NO 9Z cWd 61 hUW S002 as NOlivaist031:(1.4NIAJS*V NIVA H11M 9, 4114., SDNY_GM_02761822 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248744 EFTA01332262 cro e1 ATTACHMENT TO AIRCRAFT RESIST TION APPLICATION 51ci4:5 Reg #: N793TA Model: Raytheon Aircraft Company 4O0A &N#: RK-244 Owning an undivided Name of Applicant: Interest of: Address: 1.) Southeastern Mills, Inc. 12.50% of 100% Shawn on Original form hereto Anthony Zingale 13. Teresa M. Zingale - 2.) Trustees 6.25% of 100% Shown on Original form hereto 3.) Robert Kehler 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 625% 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.) %MPH, 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: Title: Date: Assistant Secretary of Flight Options, LLC Merman gas Attorney-in-Fact for 1,2,3,4,5,6,7,8,9,10,11.12 cs- By sunup above, the applicant agrees and stipulates (I) to the terms, conditions and cortincanon of the AC Form 0050-1 Aircraft Registralien Appfcetion, to which this page is studied (the "Appricationl, BB that all of the irdcanallon set forth on the App Gabon is true and holed as d gds dale. and the hlarecation may be executed by the co-owners by executing separate multipart signature pages, each of Mich Mien so executed and delivered shall be an original, but all such counterparts Mai together constitute but one and the same amtlicalion, SDNY_GM_02761823 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248745 EFTA01332263 VW0HV1NO A110 VH01O1)10 92 £ bid 61 AN SOO/ 438 NO03,01510311 liatiniv YY$ Hum 0311i SDNY_GM_02761824 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248746 EFTA01332264 FORM APPROVED e OMB NO. 2120-0002 NI UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION K K 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 2005 .JUL 18 P19 3 25 REGISTRATION NUMBER N793TA FEDERAL AVIATION AIRCRAFT MANUFACTURER & MODEL ADMINISTRATION RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS 15T DAY OF MAY, 2005 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS FNot WOW In Thin BID& Do IN AND TO SUCH AIRCRAFT UNTO: OR FAA USE ONLY 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 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 1" OF MAY, 2005. NAME (S) OF SELLER SIGNATU- (S) TITLE (TYPED OR PRINTED) pti MK) (IF CUT D FOR (TYPED OR PRINTED) C ERS UST SI .) SELLER COLAS, INC. ANT SECRETARY JAMES R. DAUTERMAN OF FLIGHT OPTIONS, LLC ACTING AS ATTORNEY- IN-FACT FOR COLAS. INC. ACKNOWLEDGEMENT Mt 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 5:0PAT/50 C0'55 93ESMIX150 SDNY_GM_02761825 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248747 EFTA01332265 VIN01-11/1X0 ALTO awournio 90 C Lid 61 AN SOOT ae NOUVILLS103ei Va'l MAIM 0311j SDNY_GM_02761826 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248748 EFTA01332266 FORM APPROVED OMB NO. 21204042 UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION KK 0 3 5 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 AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CRIBED AS FOLLOWS: . UNITED STATES 2005 JUL 18 Pig 3 2.5 REGISTRATION NUMBER N 793TA FEDERAL AVIATION - AIRCRAFT MANUFACTURER & MODEL ADMINISTRATION RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS 19th DAY OF APR., 2005 ' HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS Do NolINnte ki Illis &DM 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 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 19111 DAY OF APR., 2005. NAME (S) OF SELLER SIGNATURE S) TITLE (TYPED OR PRINTED) INK) (IF EXE E FOR (TYPED OR PRINTED) ERSHIP. LL ST SI Ig SELLER FLIGHT OPTIONS, LLC ISTANT J ES 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_02761827 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248749 EFTA01332267 r VVEOHY1NO ALIO VWOHV1N0 92 C bid SI Ohl Ste U8 N011Y8181038 13Y40211V VVIH/IM 0311i SDNY_GM_02761828 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248750 EFTA01332268 KK035804 al LN3 LA LA 'C CONVEYANCE RECORDED FAA RELEASE 2005 JUL 18 1319 3 20 Raytheon Aircraft Credit Corporation (the "Secured Party") Ft_D AIATION DM/NIATiou party under the Security Agreement descAbed 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. Dated this sci illay of Stna nAir , 2005. Raytheon Aircraft Credit Corporation By: Andrew A. Mathews Title: President 20640 SDNY_GM_02761829 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0024875 EFTA01332269 YHOHY1NO A110 Vi1014V1N0 SZ £ Wd 6I AUL) SOO; 89 NOILVIA.S1032110NONly yv.a num 03113 SDNY_GM_02761830 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248752 EFTA01332270 e 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 5122733; 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, Morbid, bk the FAA on cebOaN a:%itts O:414attlarItgink (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,,rtartrAbAthe FAA onSatrrank 10,2 ,14:45 Calmat% cri•egraot3; 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 RK-244 and United States Registration Number N793TA, together with two (2) Pratt & Whitney Canada, LTD. model in 5D-S aircraft engines bearing manufacturer's serial numbers PCE-JA0256 and PCE•JA0257 20640 SDNY_GM_02761831 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248753 EFTA01332271 O4011V1N0 All0 liW0HY1N0 92 £ Wd 61 AN SOO? Lid NOIIVIiIS1031:1 101J3IIIV VVi HIIIA 0311i SDNY_GM_02761832 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248754 EFTA01332272 N N KK 0 358 0 3 FAA PARTIAL RELEASE CONVEYANCE RECORDED Raytheon Aircraft Credit Corporation (the "Securerkliity134 acP1 3 20 I ATI 0 secured patty under the Security Agreethent described and eigigthetti ATIONN 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. SE 0RDED CONVEY -14P- NUMBER 3t-F PA Dated this r day of -Fe btu nit) . 2005. Raytheon Aircraft Credit Corporation By: Name: Andrew A. Mathews Title: President 20640/ SDNY_GM_02761833 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248755 EFTA01332273 YHOW/DIO All0 VH0HY1)10 92 £ Wd 61 AUW SOO? litl NOIIVILLSIO3H 1O8081V Wei HUM 03113 SDNY_GM_02761834 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248756 EFTA01332274 Gs 'a ra La 0) Exhibit A FAA Partial Release Security Agreement Aircraft Inventory Security Agreement dated as of January 28, 2005 between Raytheon Aircraft Credit Corporation, as secured patty, 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 /4 the FAA on V4antiant 21, 200545 extuitin tio.• thereto as Exhibit A), Cicala. V1 ftkruyan41.t (collectively the "Security Agreement"). Released Aircraft Interest Three and one-eights percent (3.125%) undivided interest (representing the undivided interest 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 RIC-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"). 2064W SDNY_GM_02761835 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248757 EFTA01332275 2 aid 1/11011V1NO All0 VHOHY1NO C Wel 61 Afil SO tle NOIIVHISIO3H TV' HIIM 03114 SDNY_GM_02761836 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248758 EFTA01332276 KK03580 • . tea • CONVEYANCE RECORDED FAA PARTIAL RELEASE 2005 JUL 18 PP1 3 20 AVIATION Raytheon Aircraft Credit Corporation (the "Secured Party") as EWER* ADMINISTRATION 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 ?day of '31.--waiu-6.. , 2005. Raytheon Aircraft Credit Corporation By: Mathews Title: President 20640 SDNY_GM_02761837 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248759 EFTA01332277 VIIOHYMO ADO VWCIFitilge 92 C Lid 6T AlitJ S002 88 NgIllitilS1038 liVII3IIIV VV4 flIIM 0311A SDNY_GM_02761838 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248760 EFTA01332278 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 5122733; 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, ttureitt. 0•A the FAA on cSflptvent EACSSIC45 edVitia ttorffeaolgii 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, OrstaterkirAthe FAA on 3061.1441, Zor ROA, Its Cetutewealot4bnetS and further secured by the Supplemental Aircraft Security Agreement dated December 9, 2004 between Raytheon Aircraft Credit,Corporation, as secured party, and Flight Options, LW, as debtor, filed with the FAA on December 9, 2004 but not yet recorded (collectively the "Security Aereement"). 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 IT 1 5D-5 aircraft engines bearing manufacturer's serial numbers PCE-JA0256 and PCE1A0157 20640 SDNY_GM_02761839 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248761 EFTA01332279 VII0HV1)10 All0 VPIGHV1)10 93 C Wd 61 AN SOO? 88 NOIIVILLS10314 1O831IIV VYJ HIAM 03114 SDNY_GM_02761840 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248762 EFTA01332280 st, YY040039 to CONVEYANCE FAA RELEASE RECORDED 2005 liPR 26 Prl 1 27 Raytheon Aircraft Credit Corporation (the "Spainitp4t itAg Nas secured party under the Security Agreement describeetNitildS asififtdi 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 )a97 Dated this IS day of 410 , 2005. DOCID 0.341, Raytheon Aircraft Credit Corporation By: A Name: Andrew A. Mathews Title: President 2064W SDNY_GM_02761841 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248763 EFTA01332281 VilOgiV1NO A110 11110HVb10 TO Z 1dd 12 adli SOOZ 48 NOLMISI038 1083tilt ilVd HAIM 0 3114 SDNY GM 02761842 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248764 EFTA01332282 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 patty, 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 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-3A0257 20640 SDNY_GM_02761843 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248765 EFTA01332283 -47 VVil3Wil)10 1,110 Vig0HVTA0 SOOZ ZO Z Wd 1Z N&3 SID38 10130111i elfl NOWV ISH .LIM 03113 • 11 SDNY_GM_02761844 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248766 EFTA01332284 FORM APPROVED cm OMB No. 21:20-0042Gz3 lac MEND STATES OF AMERICA DEPARTIIAENT OF TRANSPORTATION eerier AIMMOR mannianosaatem Isommarf esnOrmuncou. corns cr. AIRCRAFT REGISTRATNNe APPLICATION CERT. ISSUE DATE &X two tirsrett snots REGISTRATION NUMBER N 793TA AIRCRAFT MANUFACTURER & Mtn' Raytheon Aircraft AIRCRAFT SERIAL No. Company 400A YY APR 2 6 2005 RIC-744 FOR FAA USE ONLY TYPE OF REGISTRATION (Check one bad In I. lEllivildual 0 2. Partnership CI 3. Corporation q 4. Co-owner (3 S. Govt. 0 8. 1.2" -Cilin" NAME OF APPLICANT (Penmeds) shown on evidenCe of ownership. If Individual. give last neon. first nano. and middle Metal.) 13.) Flight Options, LLC 15.625% of 100% ISO e _.§ee Attachment acia -gra (4-1-C ( .<)5 TELEPHONE NUMBER: ( I ADDRESS (Permanent malting address f fine appear/ ISINKL)(i1P.O. BOX Is used, physical address must also be shown.) Flight Options, LLC Marrow and IleillOt 26-180 Curtiss—Wright - _Pnrkuzay Auratnn: P.O.Bar: CITY STATE ZIP CODE Ribhmond Heights OH 44143 _ 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 false a dishonest answer to any put in this application may ton grounds for punishment by floe and / or imprisonment (U.S. Code. Tole 10 Sec. 1001). CERTIFICATION 4. 0 LIRE CERTFV: (1) lbef the above aircraft Is owned by the undersigned OPPtioard who is a ciSfe° (ioducliod corporations) of the United States. (For Wang trust &Mr name of buster,: ) or: CHECK ONE AS APPROPRIATE: a O A nomont Mem with alien registration (germ WWI Or Fenn 1 &SI) No. b. Cl A non-adlien corporation organized and doing business under the laws of (state) end said eMcraft Is based and primarily used in the United States. Records or flight hours ere available for Inspection at . __. (2) Thal the aircnaft is not registered under the taws of any foreign country; and (3) Thal legal evidence of ownership is attached or has been hied with the Federal AvietiOn Admintetration. NOTE: If executed for co-ownership ell applicants must sign. Use reverse side if necessary. TYPE P INT NAME Br. SIGNATURE RE Tin-EAssistant Secretaryomw ight Options,LLC 44,c dris t. TITLE DATE James me R. Dauterman AVV3 SIGNATURE TITTLE DATE W NOTE Pending receipt of the Certificate of Aircraft Refadoltawl. the aircraft may be operated for not In oncepee oll 110 days. during which tone the PINK ropy of this application must be carried in the aircraft. AC Form 8050-1 (5/03) (0052-00-628-0001) SDNY_GM_02781845 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248767 EFTA01332285 • Vil0f11/ 7 510 A11O VkiOHV1NO ZS 6 WU 61 NcIti S002 8 NO/IV2i1S10321.1.AVd3dIV VVd 1411M O3113 SDNY_GM_02761846 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 0024876% EFTA01332286 cfs ATTACHMENT TO AIRCRAFT REGISTRATION a APPLICATION clad*d Mott 03 03 Reg 4: N793TA Model: Raytheon Aircraft Company 400A SVC 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% Shoot) on Original form hereto 7.) Ascent II, LLC 3.125% of 100% Shown on Original form hereto 8.) Prime Time Associates, LW 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: Yule: Date: Assistant Secretary of Right Options, LW Acting as Attorney-in-Fact for 1,2.3,4,5,6,7,8,9.10.11,12 449-os By sigma above. the applicant agrees and stipulates (I). to the ternia condmcos and semicolon of the AC km 6050,1 Aircraft Registration Appicailon. to %%Noir tha pegs is attached ((the 'Application", (II) that all of the INC!Marten VA forth on the Application is Ina and awed as °Misdate, and (III) the Appftcat,on may be executed by the co-owners by eximiloli separate. founlepart *future pages, each c4 Mitch Men so assailed arid delivered shall be an original, but alt euch counterparts shall together COnStillie bat one and Ile same application SDNY_GM_02761847 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248769 EFTA01332287 VHOHMIO 1110 VPIONV13,0 LS 6 WY 6I &Ai see ye NOUVWS193el IdnO4i tit/4 RUM 0)1/3 if SDNY_GM_02761848 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248770 EFTA01332288 FORM APPROVED ca OMB NO. 212D0042 e UNITED STATES OF AMERICA ca cn 'U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ....1 ADMINISTRATION Y 0 4 0 0 3 8 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- CONFYANCE CRIBED AS FOLLOWS: . RECORDED UNITED STATES REGISTRATION 2005 APR 26 fill 11 54 NUMBER N 793TA AIRCRAFT MANUFACTURER & MODEL FEDERA . AVIATION RAYTHEON AIRCRAFT COMPANY 400A ADMINVIT/iATION AIRCRAFT SERIAL NO. RK-244 DOES THIS 121H DAY OF APR., 2005 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS Do Not Write In Thls Block IN AND TO SUCH AIRCRAFT UNTO: FOR FAA USE ONLY NAME AND ADDRESS (IF INDIVIDUAL (S), GIVE LAST NAME, FIRST NAME. MO MIDDLE INITIAL.) PURCHASER JHPH, LIC 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 12 "DAY OF APR., 2005. NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPED OR PRINTED) (IN I OWED FOR (TYPED OR PRINTED) .ERS P, ALL MU SIGN.) SELLER FLIGHT OPTIONS, LLC ASSISTANT JAMES R. DAUTERMAN SECRETARY ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FM RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VAUNT? OF THE INSTRUMENT.) ORIGINAL: TO FM AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition 9IPATRO W'23 MOLE= SDNY_GM_02761849 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 0024877I EFTA01332289 VilOilV1:40 All0 VPIOHY1NO CS 6 LIU 61 NU SOP 88 80111/11181038 1.0838117 VIII HUM 03114 SDNY_GM_02761850 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248772 EFTA01332290 FORM APPROVED ci MB NO. 2 i 20-0042 UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION %.] LO ADMINISTRATION • Y040037 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: EC0RDED UNITED STATES REGISTRATION ZOOS AP 26 API 1164 NUMBER N 793TA AIRCRAFT MANUFACTURER & MODEL FED-E AL AVIATION RAYTHEON AIRCRAFT COMPANY 400A ADM NISI-RATION AIRCRAFT SERIAL NO. RK-244 DOES THIS 104 DAY OF APR., 2005 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS Do Not AA t In This Block IN AND TO SUCH AIRCRAFT UNTO: FOR FAA USE ONLY NAME AND ADDRESS (IF INDIVIDUAL ON ONE LAST NAME. FIRST NNAE, AND MIDDLE INITIAL.) PURCHASER KITTLES FLIGHT OPS, 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 6 '" DAY OF APR., 2005. NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPED OR PRINTED) (IN pa) GUYED FOR (TYPED OR PRINTED) E H ALL MUST SELLER FLIGHT OPTIONS, LLC SISTANT JAMES R. DAUTERMAN SECRETARY ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FM RECORDINet HOWEVER. MAY BE REOUMED 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_02761851 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248773 EFTA01332291 VI.100 -010 WO VIOHN11)40 LS 6 al 61 8dI3 SW NOIVISISS0311 1..MIOTV Ire VI/ i HUM 0311i SDNY_GM_02761852 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248774 EFTA01332292 FORM APPROVED osis No 2120-0042 UNITED STATES OF AMERICA U. S. DEPARTME NT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION YY040036 AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL DONVEYANCE AND BENEFICIAL TITLE OF THE AIRCRAFT DES- RECORDED CRIBED AS FOLLOWS: . UNITED STATES REGISTRATION 2005 AIR 26 All 11 54 NUMBER N 793TA TE-GtRAI. AVIATION AIRCRAFT MANUFACTURER & MODEL AD MN':. (RATION RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS 6 m DAY OF APR., 2005 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS Do Not Write 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 RAF REAL ESTATE SERVICES, LLC 12.50% 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 6 IN DAY OF APR., 2005. NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPED OR PRINTED) (IN INK) (IF TED FOR (TYPED OR PRINTED) IP AL MUST SIG. SELLER FLIGHT OPTIONS, LLC ISTANT JAMES R. DAUTERMAN SECRETARY 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_02761853 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248775 EFTA01332293 vP3/40,011° 0 xijo VI•10‘011 ear U8 St S 6 92 Si038 13'4\00 Ite 03113 tti }0-1/A SDNY_GM_02761854 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248776 EFTA01332294 U.S. DEPARTMENT OF TRANSPORTATION SEE CONVEYANCE NO FEDERAL AVIATION ADMINISTRATION FILING DATE: CROSS-REFERENCE-RECORDATION original of this form This form is to be used in cases where a conveyance covers several aircraft and cogines, propellers, or locations. File with the recorded conveyance and a copy in each aircraft folds involved. nn OF CONVEYANCE DATE EXECUTED 10/4/2004 SUPPLEMENTAL AIRCRAFT INVENTORY SECURITY AGREEMENT (SEE MASTER N798TA, CONV.# $122733, O06, PG I) • yyo 39813 Dr-COME/a NO. FROM FLIGHT OPTIONS LLC TO OR ASSIGNED TO DATE RECORDED C C RAYTHEON AIRCRAFT CREDIT CORP I - 7 - THE-FOLLOWING COI:LATERAL IS COVERED DY-THE CONVEYANCE: AIRCRAFT (List by minion number) I Terra;. NUMRFR MVO; vFn 16 N402CW N4I8CW N422CW N456CW N462CW N482CW N787TA ........,...-- N793TA N729TA N754TA N8I6CW N862CW N3I6CW ' N605TA N6I9TA N257CW • ENGINES I •nTrat NI ISMER pivot imp 32 SERIAL MAKE(S) SEE ATTACHED LIST NO. SEE ATTACHED LIST PROP?" ea% I TOTAI tonmRFR Divot vFn MAKE(S) SERIAL Na SPARE PARTS -LOCATIONS I TOTAL NI DARER IN vni Wn LOCATION • AIRCRAFT CO 400A RECORDED CONVEYANCE FILED IN: N798TA, SM RIC-I98, RAYTHEON AC FORM 8050-23 (1-96) (0052-00 ) SDNY_GM_O2761855 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248777 EFTA01332295 SDNY_GM_02761856 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248778 EFTA01332296 FORM APPROVED OMB No. 21204042 UNITED STATES OF AMERICA DEPARTMENT OF TRANSPCRTXTION FECCRAL AVIerfpOil AflaimaarnATION-MINCE IIONIIIONIEY ASPOONAIJTCAL COMM t .•.- : AIRCRAFT REGISTRATION APPLICATION CERT. ISSUE DATE UNITED STATES REGISTRA NUMBER IN 793TA AIRCRAFT MANUFACTURER a MODEL APR 0 5 2005 Raytheon Aircraft Company 400A AIRCRAFT SERIAL No. RK-244 FOR FAA USE ONLY TYPE OF REGISTRATION (Cheek en* boa) Cr 0 1. Individual O 2. Partnership 0 3. Corporation [Seta. Co-owner El 6. Gov't. 0 8. Non-CARR/ L.C. NAME OF APPLICANT (Person(*) shown on oweionoo of ownersrafs.NIndMduaL aid last name. neo neme. and middle SURF) 10.) Flight Of)6OINS; LLC 43.75% of 100% (...;!ee Attachment eloAfeck 3-4 -O5-.) TELEPHONE NUMBER:( ) ADDRESS' (Permanent Mailing address (Cr drat applicant Noted.) (If P.O. BOX Is used. physical address must also be shown.) Flight Options, LLC Numb., and atreet- 2618O Curtioc—Wright Parkway Rural Route: P.O. Elm: CITY STATE ZIP CODE Richmond Heights OH 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. 40A false or dishonest answer to any question In this application "KW be groundsMr punishmentby fine and , er InfInsonmenl (U.S. Code. Title 18, Sec. 1001). CERTIFICATION lAYE CERTIFY: (I) That the above aircraft Is owned by the undersigned APPIKentr whO Is a citizen (nduree9 eelbefeeene) of the United States. (Fide uNing trust. give name of tbustle: . ) or: CHECK ONE AS APPROPRIATE: A 0 A reeklent alien. wan wren registration (Fenn 1-151 or Form 1-551) NO. b. 0 A non-realm corporation organized and doing business under the laws of (state) and acid skean is based and pAinedly used In tho United Stales. Records or flight hours are available for Inspector. at (2) That the aircraft Is not enlittered ewe se taws of any fOreifin country; and (3) That legal /mane Cl water/fp IS attached or has been flied with the Federal Aviation Administration. NOTE: If 'executed for co-ownership all applicants must sign. Use reverse side If necessary. TYPE •RP NT NASA SIGNATU E RE TITLE Assist -ant. SULL ciaryparE 0, f Flight Options, LLT.124.0!5 N. i SI TURE TITLE DATE •9 James R. Dauterman ••••A, ‘ C.) SIGNATURE TITLE DATE lit NOTE Pending receipt of the Cr:indicate of Aircraft Reglatratka. the Mesa may be operated for a period not In eness of 90 Wye. during which limo the PINK CODY at this application craft be Serried In the Slant AC Form 8050-1 (5/03) (0052-00-628-9007) SDNY_GM_02761857 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248779 EFTA01332297 • VINOHV1U0 A110 VINOH111)10 TT: j Lid T MAW S007 Id 8 NOI11/81.S1038 VVd 1-I.LIM AdV2I0ellY 03114 SDNY_GM_02761858 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248780 EFTA01332298 ATTACHMENT TO AIRCRAFT REGISTFtATI2N, ae . APPLICATION 0) (83 -51-tn Reg ti: N793TA Model: Raytheon Aircraft Company 400A a S/N#: RK-244 PS. re 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 d Teresa M. Zingale - 3.) Trustees 6.25% of 100% Shown on Original tom) hereto 4.) Robert Kehler 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 Attomey-in-Fact for By signing above, the apptcant agrees end stipulates (I) to the terms, canalises and certification cd the AC Form 6050-1 Abase Fketetragon Applkadon. to which ?Ms page is attached (the 'Armlicence), (II) that al dem informagon set forth on the Application Is Ina and correct as of this dale, and (III) the Appication may be executed by the co-craners by executing separate counterpart signahae pages. each of which when so executed and delivered shall be an original. Ina ad such cotetWparts shad together consMute but one and the same applcation. SDNY_GM_02761859 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248781 EFTA01332299 VII0Hr15/0 Alto Vil0HVb10 IT I Wd I UAW 500? 80 /10(1VdISIO3d Id1I838/V nil HAIM 03114 SDNY_GM_02761860 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248782 EFTA01332300 FORM APPROVED OMB NO 2120-0012 UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION )1 X 0 2 8 5 2 1 ADMINISTRATION AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE 03 e UNDERSIGNED OWNER(S) OF THE FULL LEGAL F. AND BENEFICIAL TITLE OF THE AIRCRAFT DES- 03AVEYACE nECOM:ED 0, CRIBED AS FOLLOWS: C0 UNITED STATES REGISTRATION N 1j APR o HI 3.0 26 NUMBER N 793TA FEDERAL tSiATIUN AIRCRAFT MANUFACTURER & MODEL AOMIHISTRATION ' RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS 271" DAY OF DEC., 2004 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS Do Not Write In This Bina 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 DOCKERY LEASING CORPORATION 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 271n DAY OF DEC., 2004. NAME (5) OF SELLER SIGNATURE (S) TITLE (TYPED OR PRINTED) (IN INN) (Ip F CUTED FOR (TYPED OR PRINTED) HIP ALL MU ION.) SELLER FLIGHT OPTIONS, LLC ASSISTANT 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 91R/[0'w OTSS Q£4k1l01n SDNY_GM_02761861 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248783 EFTA01332301 A nal/NO/O7v° 41') tint:I/ Mo r cad soot v,, , is,03yr Emu ae NOti vat . • 3 kitil 03,713powl, SDNY_GM_02761862 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248784 EFTA01332302 xx028520 FAA PARTIAL RELEASt ii-4 0-,k8cC 1tECORDED SS Bpi 9 91 -Raytheon Aircraft Credit Corporation (thgE4SPtarei Partvl as F di ER L -; 1O 9 secured party under the Security Agreement descriop 14,1fk-,AM 4 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. SEE RECORDED CONYEVANCE fiv•Noaly(), NUMBER , Dated this e day of Feebe_mitel 2005. Doc C .5 PAGE. Raytheon Aircraft Credit Corporation By: Name: Andrew A. Mathews Title: President 206401 SDNY_GM_02761863 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248785 EFTA01332303 VNIOHV1)10 All3 VW0HrINO TT T lid I ONW SOO? 88 NOLINNIS1038 vu HIIM (13113 • SDNY_GM_02761864 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248786 EFTA01332304 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), 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_02761865 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248787 EFTA01332305 vivotivmo mottrnio rr r bid r You 500.E NOwnn si038 idno 1/1,3 KII/.4 (131/4 °IV SDNY_GM_02761866 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248788 EFTA01332306 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 01/28/05 FROM DOCUMENT NO. FLIGHT OPTIONS MM027421 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 number) I TOTAL NI PARER mvni VET/ 1 N698CW (31.25%) N8I I CW (18.75%) N793TA (50.00%) GENERAL ELECTRIC CF34-3A 350125 350156 HONEYWELL INTERNATIONAL TFE73 I.5R P91122 P91123 PRATT 4 WHITNEY CANADA JT1513-5 PCE-1A0256 PCE-JA0257 ENGINES I TATA! NI DARER ITIVOI VE11 6 MAXE(S) SERIAL SEE ABOVE ' NO. SEE ABOVE PROPELLERS I TITFA I NI RARER INVI3I VE3) MAXUS) SCRIAI NO. SPARE PARTS -LOCATIONS I TriTA I NUMBER INVOI VF11 LOCATION RECORDED CONVEYANCE FILED I34: N698CW 3008 CANADAIR CL-601-2Al2 AC FORM 8050-23 (1-96)(005240-582-6100) SDNY_GM_02761867 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248789 EFTA01332307 SDNYGM02761868 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 0024%790 EFTA01332308 FORM APPRENEGI:j OMB No. 2120-00M in.i: UNITED STATES OF AMERICA DEPARTMENT OF TRANEP0snATI0N FIBISIMAL AVtimOtil ADMINSTIting•rame MONIPKINEI AllIsCRAUROM. CENTER ea tee- AIRCRAFT REGISTRATION APPLICATION •vi CERT. ISSUE DATE iLyt LMITED STATES REGISTRATION NUMBER N 793TA AIRCRAFT MANUFACTURER II MODEL Raytheon Aircraft Company 400A AIRCRAFT. SERIAL No. FES 22 2fte5 RR-244 FOR FAA USE ONLY TYPE OF REGISTRATION (Cheek OM bet) IT] I. Individual 0 2 Partnership 0 3. Corporation i:i 4. Co-owner 0 5. Gov't. 0 Or HanCibna NAME OF APPLICANT (Pemon(s) shown on evidence or Ownarthip. It indeAdta give last name. art seine. end inns I al.) 9.) Flight Options, LLC 50.00% of 100% (j!ee Attachment dal -tea Ir rar).4:;) TFIFPHONE NUMBER: ( ) ADDRESS'(Permanent mailing address for. first Paled.),P.O. 80 . phytical eddies* must also be shown.) Flight Options, LLL Numb.; and street. 26180 Curtiss-Wright Parkway MEM Route: P.O. Rao CITY STATE l ZIP CODE Richmond Heights OH 44143 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 false or dishonest answer to any question in this application may be grounds for punishment try fine and I Of imprisonment (U.S. Code. Tide 18. Soc. 1001). CERTIFICATION ID VWE CERTIFY: II) That the above Written is owned by the undersigned applicant who is a citizen (including corporabons) al the tinned Suttee. (For voting <Met give name of trustee: ) or: CHECK ONE AS APPROPRIATE. a. 0 A resident alien. web alien registration (Form 1.151 or Form 1-551) No. b. 0 A poo-cwiyan corporation organaod and doing business under the laws of Gad* and said aircraft is based and primarily used In the United States. Records or flight hours aro available for inspection at (2) That the aircraft is not registered under the laws of any foreign country; and (3) That legal evidence. of ownership is attached or nas been filed with the Federal Aviation ACIMMIMIntIOn. NOTE: If executed for co-ownership all applicants must sign. Use reverse side It necessary. TYP OR P MIT NAME B IONATU MONA RE T ant Secretary GATE o g t Otpions, LLCV:2114 C,; . m I TURF TITLE GATE • 1 g James R. Dauterman SIGNATURE 1TrLE DATE NOTE Pending receipt ell the Certificate of Aircraft Registration. the aircraft may be operated total:mem' AM in moms of ea days, during which time the PINK copy of ads applicatIOn must be carded in the aircraft. AC Form 8050-1 (5/03) (0052-00-026-9007) SDNY_GM_02761869 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFI'A_0024879I EFTA01332309 VINOI-IV1N0 7'1;110 VHOHV1NO .110 C Lid L2 Nlir SOO? ae NOilvt3.1.SIDALI VvA kliM 0 3 11.4 SDNY_GM_02761870 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248792 EFTA01332310 ATTACHMENT TO AIRCRAFT REGISTRATION -t APPLICATION day 6 3 Va#1.0c Reg It: N793TA. . Model: Raytheon Akcreft Company 4O0A SRN: 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 Keeler 6.25% of 100% Shown on Origins form hereto S.) Samalr, Inc. 6.25% of 100% Shown on Original tom, hereto 6.) • Ronald A. Elenbeas 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: Tale: Date: Assistant Secretary of Flight Options, LW 'ng as Attorney-in-Fact for .1%5,40 tiS By signing above. the applicant agrees and stipulates (1)10 the terms. conditions and certification of the AC Form 8050.1 Aircraft RoatarMien Application. to winch Mrs page is attached one 'Application . (II) that al of the information sel loon on the Application is true and oared as ol this dale. and (111) the Application may be executed by the coowners by executing separate counterpart signature pages. each of which when so executed and del&ered shall be an original, but all such counterparts shah together constitute hut one and the same applcaticn. SDNY_DM_02761871 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_00248793 EFTA01332311 viiWin`,40 All0 liNONV1NO h0 ud z2 Nur sta HO UVELSIO3d1fnONIV Pid HMI 031Id SDNY_GM_02761872 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248794 EFTA01332312 FORM APPROVED OMB NO. 2120-0042 UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIAillet 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 DEGONVETANC E RECORDED CRIBED AS FOLLOWS: UNITED STATES REGISTRATION 2005 FEB 22 PM 4 11 NUMBER N793TA FFDERA AVIATION AIRCRAFT MANUFACTURER & MODEL ADMINI TRATION RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS 27Th DAY OF JAN., 2005 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS Do Not Mks In This Block IN AND TO SUCH AIRCRAFT UNTO: FOR FMUSE ONLY NAME AND ADDRESS (IF INDIVIDUAL (S). GIVE LAST NAME. FIRST NAME. AND MIDDLE INMAL ) FLIGHT OPTIONS, LLC 25.00% OF 100% 26180 CURTISS-WRIGI1T 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 27TH OF JAN., 2005. NAME (S) OF SELLER TITLE (TYPED OR PRINTED) (TYPED OR PRINTED) tt 1 MICHELS PIPELINE ACTING AS ATTORNEY- IN-FACT FOR MICHELS PIPELINE CONSTRUCTION, 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 scceizzioo ass =sumo SDNY_GM_02761873 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248795 EFTA01332313 VP/OH1/1>10 . A110 VN01-1V1NO 60 £ Wd L2 Mr SOU 88 Not1Va1S193a 13,a3IJIY VVd lt11F1 0311.1 SDNY_GM_02761874 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248796 EFTA01332314 FORM APPROVE OMB No. 212o-oo4ita Lear UNFTED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION La MOW+ Avumom rumateirriumost-areal moreterary AotorrewcaL merfn par -- AIRCRAFT REGISTRATION APPLICATION CERT ISSUE DATE (,4 Unwrap STATES REGISTRATION NUMBER I 793TA AIRCRAFT MANUFACTURER 6 MODEL Raytheon Aircrart Company 4OOA AIRCRAFT SERIAL No. RK-244 FOR FAA USE ONLY TYPE OF REGISTRATION man ain• box) O 1. IlldivIdual O 2. Penne:Ship 0 3. Corporation I31 4. Co-owner O 5. Govt 0 O. Minaan NAME OF APPLICANT (Person(a) shown on evidence of ownership. II Iodine:mai, ono last name. arm run. and middle initial) 1OO% III 1O.) Flight Options, LLC 25.OO% of (oe Attachment dcgoVed k....-aiso - is) •, TELEPHONE NUMBER:( ) ADDRESS'(Permsnent mating edema tor oat ambers matiat..)01P.O. BOX 1s used. pOysIcei address must also be shown.) Flight Options, LLC Number and street .761A0 rnrrica—Wrtzht Prkidoy Rune Route: P.O- Sat: CRY STATE -ZAP CODE Richmond Heights OH 44143 O CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS • ATTE/TONI Read the following statement before signing this application. Th18 portion MUST be completed. A false or dishonest answer tO any question In this application may be grounds for punishment by tine and / or Imprisonment (U.S. Code. Tito 18. Soc. 1001). IP IANE CERTIFY: CERTIFICATION (1) Thar the above aircraft is owned by the undersigned applicant who Is a ddzen (IncrodIrg corporations) Of the United States. (For Wong trust, give name of trustee: ) Or• CHECK ONE AS APPROPRIATE: a. 0 A resident alien. whh seem registration (Form t.ISI or Form 1-SS1) No. b. CA non-citizen corporation organized end doing business under the laws of (state) - _ - and said aircraft Is based and primanly used in the United StateS. Records or flight hours are available for In sPeedon at (2) 'ram the aircraft is not registered under coo laws of any foreign county: end (a) That legal evidence of ownership is attached or has boon food wan the Federal Aviation Administration. NOTE: If executed for co-ownership all applicants must sign. Use reverse side If necessary. TYPE OR 1 NAME BE SI s NATURE wmeAssistant Secretar5, DATE THIS ptions, LLCyas e -- ,t:fS E SIGNED IN I g1r A , RE Trrua olv e CO DATE noN zones R. Dauterman H PS • NATURE TITLE DATE NOTE Pending receipt of the -Certfleate of Aircraft Registration, The Masa may be operated bra period nal In excess of 1/0 days. during which time the PPM copy or this appliCelion must be carded in the eiltrall. AC Font, 8050-1 (5/03) (0052-00-628-9007) SDNY_GM_02161875 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248797 EFTA01332315 Vh101-itilN0 A110 VIA/OFIV1>I0 Lid L2 NtiP SOO? •.. 88 NOLLV81S1038 J.Jv808)V Vtid illfAi 03113 SDNY_GM_02761876 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248798 EFTA01332316 is 03 ATTACHMENT TO AIRCRAFT RE ISTRATION tror APPLICATION t--AG.os La fer Reg 4: N793TA Model: Raytheon Aircraft Company 400A VMS: 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 Zingate & Teresa M. Zingale - 4.) Trustees 6.25% of 100% Shown on Original form hereto 5.) l• Robert Kettler 6.25% of 100% Shown on Original form hereto 6.) Sarnair, 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 tom) hereto 9.) Prime Time Associates, LLC 625% 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 James H. Dsulennan k-as-roC ay signing above, the appacant agrees and stipulates (OW the tombs, condemn(' and Genies/Mon of the AC Form 8050.1 Abase Registration Apptcabon, to which this page Is attached (the 'Application", (II) that as of the inkrmaliOn set IoM on the Spacial:anis bye and tired as d thls date, and (III) the Application may be executed by the CO-OwnerS by executing separate counterpart signature pages. each of With when so executed and delivered she, be an original. NA all such counterpart, Shell together constitute bit one and the same application. SDNY_GM_02761877 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248799 EFTA01332317 V1101-1V-.:0 A113 tillOgnNO h0 Z bid 1,0 NAP' SOO? .‘10 NOI1V/i/S13311 13nOillY rig WIIM 03113 SDNY_GM_02761878 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 0024880() EFTA01332318 FORM APPROVED OMB NO. 2120-0042 UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATICAS 1) 2 7 91& 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-CONVEY NCE RECORDED CRIBED AS FOLLOWS: . UNITED STATES REGISTRATION 2005 FEB 22 PIS 4 08 NUMBER N 793TA FEDiRAL AVIATION AIRCRAFT MANUFACTURER & MODEL ADNINISTRATION RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. kK-244 DOES THIS 20fil DAY OF DEC., 2004 .• HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS Do Not Wnto In This Block IN AND TO SUCH AIRCRAFT UNTO: FOR FM USE ONLY NAME AND ADDRESS (IF reivrouFL (SE GIVE LAST NAME, FIRST NAME, ME 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' DAY OF DEC., 2004. NAME (S) OF SELLER SIG (S) TITLE (TYPED OR PRINTED) INK) (I OF (TYPED OR PRINTED) ER MUST ) CC ILL FLIGHT OPTIONS,LL - ISTANT -I -I yr JAMES R. DAUTERMAN CRETARY ur 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 (9192) (NSN 0052-00-629-0003) Supersedes Previous Edition SDNY_GM_02761879 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0024880I EFTA01332319 VIVONV1A0 Alla VIIOWPAO 60 Z tild a Nur soo? 86 NOLINLIISI038 1.0)3011, VIti Iht 0311J SDNY_GM_02761880 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248802 EFTA01332320 FORM APPROVED OMB NO 2120.0042 UNITED STATES OF AMERICA IA 1•11 U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATR" 02 7 4 15 St' 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 • NO5 FEB 22 PM 4 08 NUMBER N793TA FFDE RAL AVIATION AIRCRAFT MANUFACTURER & MODEL ADN INISTRATION RAYTHEON AIRCRAFT COMPANY 400A • AIRCRAFT SERIAL NO. RK-244 DOES THIS 2e DAY OF DEC., 2004 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS Do Not INN, In THE Block IN AND TO SUCH AIRCRAFT UNTO: FOR FM USE ONLY NAME AND ADDRESS (IF INDPADUAL (S). GIVE LAST NAME, FIRST NAME. AND MIDDLE INITIAL) PURCHASER FLIGHT OPTIONS, LLC 6.25% OF 100% 26180 CURTISS-WRIGHT PARKWAY RICHMOND IITS., 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" OF DEC., 2004. NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPED OR PRIMED) (IN INK CUTED OR (TYPED OR PRINTED) CO-• RSHIP ALL SIGN.) SELLER COG OPERATING, LLC (...„...er SSISTANT SECRETARY ES R. DAUTEIRMAN OF FLIGHT OPTIONS, LLC ACTING AS ATTORNEY- IN-FACT FOR COG OPERATING, LLC ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FM RECORDING. HOWEVER. MAY 8E 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_02761881 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248803 EFTA01332321 VilOtiV1NO Alfa sc,90HrINO 60 Z Wd L2 NIII" S002 88 NOIMUS10311 li1N3UIV VY3 ;111M 0 3113 SDNY_GM_02761882 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248804 EFTA01332322 FORM APPROVED. 0M8 NO 2120-0042 at rd UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ta ' . pit ADMINISTRATION )4 I4 0 2 7 4 1 4 w 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 2001 FEB 22 Plil 4 08 AIRCRAFT MANUFACTURER & MODEL FEDERAL AVIATION RAYTHEON AIRCRAFT COMPANY 400A ADMINISTRATION AIRCRAFT SERIAL NO. HK-244 DOES THIS 10T" DAY OF DEC., 2004 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS Do Not WM.) In TIC 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 ASCENT 11, 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 DAY OF DEC., le ' 2004. NAME (S) OF SELLER SIGN E (S) TITLE (TYPED OR PRINTED) (IN INK) (I UTED F• (TYPED OR PRINTED) CO.OVVNER IP MUS GN.) SELLER FLIGHT OPTIONS, LLC SISTANT ' JAMES R. DAUTERMAN SECRETARY 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_02761883 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248805 EFTA01332323 VH0HON0 Ain VEOHV1)10 60 Z Wd LZ NUP 9301 N011V81S1338 ilv8021IV 'VI Null 03113 SDNY_GM_02761884 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248806 EFTA01332324 FORM APPROVED RI OMB NO. 2120.0002 UNITED STATES OF AMERICA ;T. it U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION tig ADMINISTRATION FU- 2 7 41.3 41 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 DONVEYANCE RECORDED CRIBED AS FOLLOWS: UNITED STATES REGISTRATION ' MI5 FEB 22 'PI 4 08 NUMBER N793TA FEDERAL AVIATION AIRCRAFT MANUFACTURER & MODEL . ADMINISTRATION 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 DFOR Not Wdte In ThIs Block IN AND TO SUCH AIRCRAFT UNTO: FAA USE ONLY NAME AND ADDRESS (IF INDIVIDUAL (S). GIVE LAST NAIVE. FIRST NAME. ANO /ADDLE 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 101.11 OF DEC., 2004. NAME (S) OF SELLER SIGN RE (S) TITLE (TYPED OR PRINTED) (IN INK) E CUTED F (TYPED OR PRINTED) NE SHIP ALL MU SIGN.) SELLER MCHALE-MATTS,S014 ' -ASSISTANT SECRETARY INTERESTS, LLC JAMES It DAUTERMAN OF FLIGHT OPTIONS, LLC ACTING AS ATTORNEY- IN-FACT FOR MCHALE- MATTSON INTERESTS, 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 0052-00-829-0003) Supersedes Previous Edition 93O7..42/03 On; KCOSTa093 SDNY_GM_02761885 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_OO2488O7 EFTA01332325 VW 011 V7)40 All0 VPIOHtilN0 he z Lid La WYP SOP. NOriVd/S1338 trIfi ;MA 03/13 SDNY_GM_02761886 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248808 EFTA01332326 U.S. DEPARTMENT OF TRANSPORTATION SEE CONVEYANCE NO FEDERAL AVIATION ADMINISTRATION ( CROSS-REFERENCE-RECORDATION FILING DATE ..". •••ii 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 Supplemental Aircraft Inventory Security Agreement 5-27-04 FROM DOCUMENT NO. Flight Options LLC TO OR ASSIGNED TO Raytheon Aircraft Credit Corp . iti it —Cr uc c14) DATE ) 5 ) \ Z t-i THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: ,IRCRAFT (Lim by registratka number) a I EnTAI . NI 'TAPER mom VEr1 7 ./14793TA N898TA N437CW N495CW N862CW N8I3CW /4435CW Pratt & Whitney Canada LTD JTI5D-5 PCEJA0256 PCEJA0257 PCEJA0360 ' PCFJA0364 PCEJA0240 PCEJA0243 PCEI00191 PCE100I92 PCE100250 PCE100225 Honeywell International Inc TFE731-5BR P9I243 P91241 P107356 P107368 ENGINES I Toni NI IMRFR INVOLVER 14 MAKE(S) SERIAL SEE ABOVE NO. SEE ABOVE PROPEI 1 Fos • I IOTA! NIIMRFR INVOLvFn MAKE(S) SERIAL NO. SPARE PARTS -LOCATIONS I mr.ht NI ri.mmt OWN vEr) LOCATION RECORDED CONVEYANCE FILED IN: N798TA Raytheon Aircraft Co 400A sn 121(198 see document S122733 C305 pg 1 AC (146) SDNY_GM_02761887 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248809 EFTA01332327 SDNY GM 02761888 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248810 EFTA01332328 U.S. DEPARTMENT OF TRANSPORTATION SEE CONVEYANCE NO FEDERAL AVIATION ADMINISTRATION . CROSS-REFERENCE—RECORDATION FILING DAIS: This form is to be used in cases where a conveyance covers several aircraft and aigiacs, propellers, or locations. File original of this form with the recorded conveyance and a copy in each aircraft folds involved. TYPE OF CONVEYANCE DATE EXECUTED SUPPLEMENT AIRCRAFT INVENTORY SECURITY AGREEMENT 10/15/04 (SEE CONVEYANCE NS122733, C306, PG. I) FROM DOCUMENT NO. FLIGHT OPTIONS LLC 19 00c90L- 5 TO OR ASSIGNED TO DATE RECORDED RAYTHEON AIRCRAFT CREDIT CORP -0G, I •-• aO THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: AIRCRAFT (List by registration number) I TOTALNIIMRFR MVO; VET) 9 N405CW N437CW N7 I 2TA ...-' N793TA V N427CW N380CW N6I7TA N8I3CW N828CW ENGINES PRATT & WHITNEY CANADA LTD ITI5D-5 PCE-JA0383 PCE-M0381 PCE-JA0240 PCE-3A0243 PCE-1A0139 PCE-3A0140 PCE-JA0256 PCE-M0257 PCE-' 100233 PCE-100244 HONEYWELL INTERNATIONAL MC TFE731-3 P-87175 P-87200 PRATT & WHITNEY CANADA LTD PT6A-42 PCE-P10483 PCE-1310479 HONEYWELL INTERNATIONAL INC TFE731.5BR P-107356 P-I07368 P-10739I P-107412 ENGINES I ITITAI NIIMRFR DIVOT VET) I R .MAKE(S) SERIAL SEE ABOVE LIST NO PROPS i FRS I "MTAI NI PARER INVOI VFI) MAKE(S) SERIAL NO. SPARE PARTS ..LOCATIONS I TOTAL NIIMRF.R INVOI.VFD LOCATION RECORDED OONVFiANCE FILED IN: N798TA, RAYTHEON AIRCRAFT CO 400A, SERIAL RK- 198 AC FORM 150.21(1-%)$052-10-582.600) SDNY_GM_02761889 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0024881 I EFTA01332329 SDNY_GM_02761890 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248812 EFTA01332330 FORM APPROVER.% 0040 NO. 2120-0te UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION Sth MOOG& ArlanON AaNnalinball011-saftE MONRCaarf manCoNiturcat. AIRCRAFT REGISTRATION APPLICATION CERT. ISSUE DATE Uri LINITED STATES 793TA raw% REGISTRATION NUMBER AIRCRAFT MANUFACTURER 8 WWI Raytheon Aircraft Company 400A NOM 16 AIRCRAFT SERIAL No. RK-244 FOR FAA USE ONLY TYPE OF REGISTRATION (Check one bag) O 1. Individual O 2. PertneilThhIp O 3. COnadratIOn Ct 4. Co-owner O 5. G o v t. O 8. Nort-r-ttlan NAME OF APPLICANT (Penton(*) shown on evident:0 Of Ownership. If Individual. give tall Annie. Nal name and riddle initial Flight Options, LLC 25.00% of 100% III 10.) See Attachment aadratj te/1-1/(-calC5" , TELEPHONE NUMBER: ( ) ADDRESS' (Permanent mallets address for NC applicant listed.) (If P.O. BOX la used. phyleMai address must also be sham.) Flight Options, LLC Number and street 2618A" 6artiss-4Jright Porte sa y Rural Rada: P.O. Boa: CITY STATE ZIP CODE . Richmond Heights OH 44143 M CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION I Read the following statement before signing this application. This portion MUST becompleted. (U.S. A Nag or alkallonoal arena , to any Question In this aPPICatIon may be grounds fa punishment by line and / or imprisonment U.S. Code. Rife 16. See. 1001). CERTIFICATION IWE CERTIFY: (1) That the above aircraft la owned by the undersigned applicant, who is a citizen (inokidng arporations) Of the United Slates. (For waling bust. gin 'came of trustee: ) or' CHECK ONE AS APPROPRIATE: a. ID A resident Man . with alien registration (Form 1-151 or Form 1-551) No A nohbllhart Corporation organized and doing b. O business under the laws of (slate) and said Snell Is based and primarily used in the United Stales. Records or night hours ere evadable for Inspection at (2) That the aircraft Is not registered under the laws of any toreign country: and (3) That legal evidence of oemeahlp is attached Of has been died with the Federal Aviation Administration. NaE: If executed for arsine all applicants must sign. Use reverse side if necessary. TYPE •R INT NAME La 503NATU SIG -E TITLE Assistant Secretar3PAZ D • hr Options, Liacmrt a U TITLE DATE James R. Dauterman 1 P m SIGNATURE TITLE DATE NOTE Pen4ng receipt of the Conifkate of Aircraft Registration. ref aintrat may bg Operateil•Ior a period not in excess of 90 days. Climbs(' -Non time tat Plt4K Copy Of this acclimation AIR be Carded In the alronlE AC Form El050-1 (5/03) (0052-00-028-9007) SDNY_GM_02761891 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002488 I 3 EFTA01332331 'VW0I- 11)40 1,110 VINOWV1)10 • .1 Z C Wd 61 100 hOR • • H9 NOLLVL11,$1.938 .LAVLI981V, yvA17 .ink. aa- 4, • --" SDNY_GM_02761892 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 1O, 15, and 17 EFTA 00248814 EFTA01332332 ATTACHMENT TO AIRCRAFT REGISTRATION APPLICATION Reg it. N793TA Model; Raytheon Aircraft Company 400A WS: FIK-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.) Robed Kettles 625% of 100% Shown on Original form hereto 6.) Samair. Inc. 625% 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 _Jsci:LAM Vice President of Raytheon Travel Air Co. Acting as Attorney-in-Fact for #5 William J. Walltsch By agrung above. the applcanl agrees and stipulate: (I) to the terms. conditions and cedolicaton or the AC Form 8050-1 Aircraft Registration Application, to which this page is attached (the •Appicatfari). (II) that all Of the midffealiddI set font" on the Application is true and cunect as a this date, and (III) the Application may be executed by the co -owners by executing separate COunterparl signature pages, each of which when so executed and defvered shall be an otginal, but all such counterparts shall together constitute but one and the same application • SDNY_GM_02761893 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248815 EFTA01332333 Vil0HrINO ALSO VPIONV1NO a c Wd III BO h002 I:113 NOIMI1S1038 VIII HUM 03114 SDNY_GM_02761894 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248816 EFTA01332334 a a ATTACHMENT TO AIRCRAFT REGISTRATION APPLICATION Reg tr: N793TA Model: Raytheon Aircraft Company 400A SNP: 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.) Sameir, 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. Dautennan vice President of Raytheon Travel Air Co. Acting as Attorney-in-Fact for #5 waiaml Welsch Assistant Secretary of Flight Options. LLC for 1$10 James R. Daulerman By signing above. the applicant agrees anti stipulates Res the terms, conditions and center-aeon al the AC Rom 80.40-1 Akaaft Registration App cation. to which this page Is attached (the 'Applicationl. (III that all of the information set forth on No appikatka is true and mantel as of this date, and (Ill) the Applcation may be exisisuted by the ea-owners by executing separate counterpart softest) pages, each ci which when so executed and delivered shall be an original, but all such counterparts shati together constitute but one and the same application. . . . SDNY_GM_02761895 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248817 EFTA01332335 VHOMV1)10 . Alto Viii0HrINO CZ C Wd hT 100 1100? 88 NOLLV81.81338 liV8081V VVi HUM 0311J SDNY_GM_02761896 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248818 EFTA01332336 0 mo. ;OGLI AP PS V7 i 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(3) OF TI IE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CRIBED AS FOLLOWS: . Z 52 UNITED STATES AU 1669 N REGISTRATION AVIATION FEDERAL 14:4:1A NUMBER N 793TA O AIRCRAFT MANUFACTURER & MODEL D Mlit; RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 - 7071004 DOES THIS gr ITATOFII HEREBY SELL, GRANT. TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS Oa Nov vlenC In Tog woe IN AND TO SUCH AIRCRAFT UNTO: FDA VOA UGC ONLY NAME AND ADDRESS OF ININVICUAL (SI. GIVE LAST NAME. FIRST NAME. AND MIDDLE INITIAL) PURCHASER FLIGHT OPTIONS, LLC 12.50% OF 100% 26180 CURTISS-WRIGHT PARKWAY RICHMOND HIS., OH 44143 OCALCfl CCRTIrICATC uumoco AND TO HOLD AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE FOREVER, AND ARRANTS THE TITLE THEREOF. SINGULARLY THE SAID AIRCRAFT IN TESTIMONY WHEREOF I HAVE SET MY HA ND SEAL THIS I 2004. sroFoef, NAME (5) OF SELLER IS RE (S) TITLE HYPED OR PRINTED) UTED FOR (TYPED OR PRINTED) A 'RUST SIGN i SELLER AIRCAP, LLC ,C ------ IWO Uff ei ACKNOWLEDGEMENT 'ROT REQUIREDFOR PURPOSES OF FM RECORDING: WZMEVER. MY RE REQUIRED DT LOCAL LAW FCR VALIDITY OF THE INSTRUNEIW. . ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSM0052-00.629-0003) Supersedes Previous Edition KOZfri AI CORI EGIBESIREEKI SDNY_GM_02761897 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248819 EFTA01332337 VII0HV1)10 All0 vfriouroto J.2 C I.Jd hI 130 1002 N8 NOUVU1S1531114nMillt VVi HUM 03111 SDNY_GM_02761898 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248820 EFTA01332338 va FORM APPROVEQ) O11A3 No. 2120-0pat UNITED STATES OF AMERICA DEPARTMENT OP TRANSPORTATION w en ownestag. SMATON AbanitaniumeMeat IKIMORY MERCINAUTICAL COMM DOI AIRCRAFT REGISTRATION APPLICATION CERT. ISSUE DATE Is . UNITED STATES REGISTRATION NUMBER N 793TA AIRCRAFT MANUFACTURER t Raytheon Aircraft MODEL Company 400A 30 L.-b AIRCRAFT SERIAL No. Ric-244 FOR FAA USE ONLY TYPE OP REGISTRATION (Check one beg 0 1. Individual 0 2: ParbletiallP 0 3. Corporation a 4. Co-owner 0 5. Gov't. .0 6.°°""eiaien NAME OF APPLICANT (sereOn(a) snow., on evidence of ownership. II individual. Ighet est name. arld name and middle Initial.) •• • ill 11.) Flight Options, LLC 12,50% of 100% b ee Attachment atiCC09 K:).44 TELEPHONE NUMBER: ( ) ADDRESS'(Pormanore malting address le end applicant legled.)(I1P.O. BOX la used. physical address must also be shown.) Flight Options, LLC Pants, end Se el' — -- -1ir-i.ght—Rar-icwa-y— Rind Rai P.O. Boa CITY STATE •ZIP CODE ' Richmond _Heights OH 44143 In CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATrENT1ONI Rued the following statement before signing this application. This portion MUST be completed. - A false or deflected* answer to any question in INti application may be grounds for punishment by fine and i or imprisonment (U.S. Code, Tier IS, Sec. 1001). 4III WYE CERTIFY: CERTIFICATION (1) That the above aircraft is owned by the undersigned applicant. who a • Peron (including comorations) of the United States. (For voting trued give name of truPee: __ ) or. CHECK ONE AS APPROPRIATE-. a. 0 A resident alien. with alien registration (Form 1.151 or Form I-551) No. A non-citizen corporation organized and doing business under the laws of (state) b. 0 and said aircraft la based and primarily used In tho Untied States. Records or night hours are available for Inspection al (2) That the aircraft is not registered under the laws ot any foreign country: and (3) Thal legal evidence of ownership is attached or has been filed with the Federal Aviation AcInenlettation NOTE: if executed for co-ownership all applicants must sign. Use reverse side II necessary. TYPE NT NAME • SiONATU - S ..NA RE nmEAssistant SecretarvpmE 6- ,e . tions, LLC Itytt e rA R DATE 0 lo TITLE . Fa names R. Dauterman ' . a \ .\" SIGNATURE TITLE DATE NOTE Pending regale of the Certificate of Aircraft Registration. the Swett nwy be operated for a period not In excess of 90 days. during yawn time the PINK copy of ties application rest be canted St the shoran. AC Form 80504(5/03) (0052-00-628-9007) POOZ/SO/OT 00 • SS tB£809T6LZtO SDNY_GM_02761899 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0024882I EFTA01332339 • AI NV7M0 A.119 VNIONV1)10 • Ch T Wd S 218 130 h001 titid H1fM NOI1VeliS103e1.1dVO0d117 1 037Id SDNY_GM_02761900 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248822 EFTA01332340 m • 03 ATTACHMENT TO AIRCRAFT REGISTRATION • ts APPLICATION CIL91.d 03 03 01 Reg It: N793TA 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.) 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.) Robert Kettler 6.25% of 100% Shown on Original form hereto 7.) Santa, 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. Etenbaas 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: Tide: Date: Assistant Secretary of Flight Options, LLC Acting as Attomey4n-Fact for .5.7,8,9,10 James auterman Vice President of Raytheon Travel Air Co. Acting as Attorney-in-Fact for 83,6 Witham J. Wallisch r • " BY ggring above. the applicant agrees and stipulates (0 to the terms, COrdint4IS and cenifkatlon ol the AC Form 8050-1 Aircraft Registration Application. to which this page is attached (the 'Applkatice). III) that all of the irdcanalion set krth on Me Applidation I; true and tuned as of this dale. and OM the Amalcathan but as may be executed by the CO-Owner; by executing separate counterpart signatUre pages. each of which when BO executed and delivered shall Demi:41On* such counterparts shall together constitute but one end the same application. i i,). SDNY_GM_02761901 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248523 EFTA01332341 , VHOWDIO VW0Htni0 Ch t Wd S 130 b002 aB NOI1V8191038 IdYWOdIV VV! HUM 03114 SDNY_GM_02761902 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248824 EFTA01332342 Pft 00 03 01 ATTACHMENT TO AIRCRAFT E IST APPLICATION trin )*-k Reg IS: N793TA Model: Raytheon Aircraft Company 400A SNP: 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.) Arcap, LLC 12.50% of 100% Shown on Original form hereto 4.) Colas, Inc. 6.25% of 100% Shown on Original form hereto Anthony Zingale S Teresa M. Livid* - 5.) Trustees 6.25% of 100% Shown on Original form hereto 6.) Robed Kettler 6.25% of 100% Shown on Original form hereto 7.) Samair, Inc. 625% 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.) 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. Dautorman Vice President of Raytheon Travel Air Co. Acting as Attomey-in-Fact for terthaieciaa #3.6 to-4-O-k Wham J. Welsch AssIstant.Secretarrof Flight Options, LLC for #11 /4 1 James R. Daunt/man 8y signing above, the apptcant agrees and stipulates (I) to the teems, conditions and certircabon of the AC Form 8050.1 Aircraft Registration Application, to which this pogo is attached (the 'Application'). (II) that all of the 421cfmati0n set forth on the Appecaban is true and cured as of tnis 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 al such counterparts shall together constauto but one and the same application. SDNY_GM_02761903 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0O248825 EFTA01332343 WIONV -1)10 Alla VP/OHViuo Eli I Wd S MO haU 118 H0I1Vy1S103H 1.O11011 nig HiIA 03114 IV SDNY_GM_02761904 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248826 EFTA01332344 FORM APPROVED OMB NO. 2120-0o42 .... --e.t.a- crl UNITED STATES OF AMERICA 48. U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION Oti ADMINISTRATION AIRCRAFT BILL OF SALE .9 0 7 3 9 1 2 FOR AND IN CONSIDERATION OF $1.00 ovc 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 8116 FIP1 2 52 AIRCRAFT MANUFACTURER & MODEL FEDERAL AVIATION RAYTHEON AIRCRAFT COMPANY 400A r D ml,!:sTR ATi ON AIRCRAFT SERIAL NO. RK-244 DOES THIS 27TH DAY OF SEPT., 2004 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS Do Not Write In Thls Block IN AND TO SUCH AIRCRAFT UNTO: FOR FAA USE ONLY NAME AND ADDRESS (IF INDIVIDUAL (5). GIVE LAST MAE, 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 27Th OF SEPT., 2004. NAME (S) OF SELLER 7' SIG RE (S) TITLE (TYPED OR PRINTED) (IN IN (IF E CUTED (TYPED OR PRINTED) CO- RSH N. 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- 00-629-000 3) Supersedes Previous Edition SDNY_GM_02761905 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248827 EFTA01332345 MOHY1NO A110 VII0HV1)10 Oh T bid h 130 IN 801148181338 11V80811/ YYJ 81114 03114 SDNY_GM_02761906 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248828 EFTA01332346 . . FORM APPROVED - 0 0 2 0 6 0 OMB No. 21200042 °URSA STATES OPAMER9.A DEPARTMENT OF TRANSPORTATION I reDeitAL AVIATION ADISIISTROMON-NOCE MCWONIEY AIDIONALMCAL COMM • AIRCRAFT REGISTRATION APPLICATION CERT. ISSUE DATE UNITED STATES Id 793TA REGISTRATION NUMBER n AIRCRAFT MANUFACTURER & MODEL -Raytheon Aircraft Company 4OOA .. . 1:0 1- D AIRCRAFT SERIAL No. RK-244 FOR FAA USE ONLY • TYPE OP REGISTRATION (Cheek One bee° • . O 1. Individual O 2 . ParElefERIP 0 3. Corporation lZka. Co-owner 0 5. Gov't. 0 S. Na lC itzlin and middle Initial .) NAME OF APPLICANT (pomade) shown on evidence of ownershIP II InEvICIIML give MR ramie. list mom. eh 12.) Flight Options. LLC 6.25% of 100% ( See Attachment ebilite. 7--/3,057) TELEPHONE NUMBER: ( ) ADDRESS' (Permanent mailing address for Met . Itsted.)(If P.O. BOX Is used. phyillaill address must am be shown.) Flight Options, LLC Number and stoat: 26180 Curtiss-Wright Parkway P.O. Boa Rural Polar STATE 'ZIP CODE CITY 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. Th is portion MUST be completed. bo ground* for punishment by fine and for imprisonment A Case or dishonest (viewer to any Question In this application may E. U.S. Code. T1110 IS Soc. 1001) CERTIFICATION UWE CERTIFY (mduding corporations) (1) That the above aircraft is owned by the undersigned applicant. who Is a citizen of Me United States. ) or: (For voting trust give name of trustee: CHECK ONE AS APPROPRIATE: a. O A resident anon. with alien rogistrabon (Form 1-151 or Form 1-651) NO. Anon-citizen cape/abort organized and doing business under the laws of (slate) b. 0 !tight hours are rwartable for and said aircraft is based and primenty used In the United States. ReCOrCle or inspection al country; end (2) That the aircraft Is not registered under the lien of any foreign been Bled with the Federal Aviation AriniinitiefitiOn. (3) That legal evidence of owner-.tip is attached of het Use reverse side If necessary. NOTE: II executed ler co-ownership all applicantn must sign. TYPE 0 PR NT NAME BE IGNAT URE E ThE Assistant Secretari" sil 5d Options, LLC -13 -016 €Dm ,m DATE TITLE o 9 ames R. Dauterm an fa. 0 SIGNATURE - TITLE DATE I VI for a paled not In excess of 50 NOTE Pending receipt of the Certetoete 01 Aircraft RegharatiOn. the a enn may be catersted meet OD Carried In the aircraft days. during watch time the PINK copy of this application AC Form 8050-1 (5/03) (0052-00-828-9007) SDNY_GM_02781907 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248829 EFTA01332347 • V:'101-1111:10 A.t1O il;e:01-117.7)10 90 C bid CT 311P 11000 .98 NO11,:e1,1910.38 1.1Vd ./JV'e.i0.11/it SDNY_GM_02761908 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248830 EFTA01332348 0 A011. a 0.2 REuIS KATI N 0NiALtOpuRCKnri nAt.HMt APPLICATION Reg #: N793TA - ,e1-73-0/ Model: Raytheon Aircraft Company 400A .• • SNP: 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.) SL Wings, LLC 6.25% of 100% Shown on Original form hereto 4.) Aircap. LLC 12.50% of 100% Shown on Original form hereto 5.) Colas. Inc. 6.25% of 100% Shown on Original form hereto Anthony Zingale 8. Teresa M. Zingale - 6.) Trustees 6.25% of 100% Shown on Original form hereto 7.) Robert Kettler 6.25% of 100% Shown on Original form hereto Somali., Inc. 6.25% of 100% Shown on Original form hereto 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.) 15.) Signatures: Tide: Date: Assistant Secretary of Flight Options. LLC met It Daule Acting as Attorney-in.Fact for ,2,3.5.6.8.9,10.11 -ey Vice President of Raytheon Travel Air Co. Acting as Attorney-in-Fact for 04.7 Wiliam J. Wallisch By signing above. the appliant agrees and stipulates (I) to the terms. conditions and certification of the AC Foam 8050-1 Airman Registration Application. 10 which this page IS attached (the *Application-), (II) that al c4 the Irdormalico set teeth on the Appecetlon is Km end outtecl as of this dale. and (III) the Aeration may be executed by the cowmen by °imaging asoarate Counterpart signature pages, each of which when se executed and delivered shall be an origami, but an such counterparts shall together constitute but one and the same application. SDNY_GM_02761909 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248531 EFTA01332349 • AJ10 ;77n12.10 if , • • 7:to be Noi • a et Vp ' ,eq.- . 0,04. A0112 0317.19fC4in, SDNY_GM_02761910 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248532 EFTA01332350 • 00000002 06 2 ATTACHMENT TO AIRCRAFT REGISTRA ION APPLICATION a ve Reg #: N793TA Model: Raytheon Aircraft Company 400A Witt: 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.) SL Wings, US 6.25% of 100% Shown on Original form hereto 4.) Aircap, LLC 12.50% of 100% Shown on Original form hereto 5.) Colas, Inc. 6.25% of 100% Shown on Original form hereto Anthony angel. 8 Teresa M. Zingale - Trustees 6.25% of 100% Shown on Original form hereto • 6.25% of 100% Shown on Original form hereto 7.) Robert Keeler 8.) 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 10.) Ronald A. Elenbaas 3.125% of 100% Shown on Original form hereto 11.) COO Operating, LLC 6.25% of 100% Shown on Original form hereto • . - 12.) 13.) 14.) Signatures: Tide: Date: • Assistant Secretary of Flight Options, LLC Acting as Attorney-in-Fact for #1,2.3,5,6.8,9.10.11 Seines R. oautsrman Vice President of Raytheon Travel Air Co. LOS/ova . Wiliam J. Wallach • Acting as Attorney-in-Fact for #4.7 1-13-0Y. Assistant Secretary of Flight OptiOn9, LLC for #12 James R Dauterman By signing above, tie appicard agroos and stipulates (I) to the terms. con:icons and cortificaticn of the AC Form 8050-1 Aircraft Registration Application. to vArich tie page is attached (the 'Application'), (II) that at of the information sal forth on the Application is true and curved as of this date. and (Ill) the Application may be executed by the coawnors by executing separate counterpart dfinxture pages. each of valid, neon so executed and delivered shall be an original. but alt such counterparts sna together constitute but ono and the same application. SDNY_GM_02761911 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248833 EFTA01332351 • • 1".7011y1NO .1113 V:YORV1310 92 C Wci CI -inr 110 heirrea.3iaati 141/80— rid 112.1.?, 03113 ("V SDNYGA402761912 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248834 EFTA01332352 0 2 0 5 9 0 0 0 0 0 0 FORM APPROVED OMB NO 2120-0042 UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION .0 67 3 911 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 2009 N U16 Ail 2 52 NUMBER N 793TA l-t0ERAL AVIATION AIRCRAFT MANUFACTURER & MODEL ADMIIIISTRATION RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS 9Th DAY OF JULY, 2004 HEREBY SELL, GRANT, TRANSFER AND • DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: Do NO Write In This Slock FOR FAA USE ONLY J NAME AND ADDRESS (IF INDIVIDUAL (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 9Th OF JULY, 2004. NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPED OR PRINTED) ON INK) ((I UTED FOR (TYPED OR PRINTED) COOWNE L MUST S .) CC la REI AIR, LLC ISTANT SECRETARY -I --e' tat JAMES R. DAUTERMAN - OF FLIGHT OPTIONS, LLC Co ACTING AS ATTORNEY- IMPACT FOR REI AIR, LLC ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FM RECORDING: HOWEVER. MAY 8E 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 0419n1537494 05.00 07/13/2004 SDNY_GM_02761913 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248835 EFTA01332353 0" 0 • VI1CH1/1)I0 Alt0 rt:0lltelN0 92 £ IJd Tr HOZ lle NOLMISIO3II 10804IY H11;:, 0311i SDNY_GM_02761914 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248836 EFTA01332354 CO N ot. LOAN 0673910 (For use on deals drawn under the September 1, 2003, Agreement) FAA RELEASE CONVEYANCE RECORDED Raytheon Aircraft Company Model 400A Manufacturers Serial No. RK-244 set it001210 14\ PiL 200*alkon00. 2N7WEA teknAtOt O 0,0E....ais Engine Make and Mpd51 Engine Seek Mils_. iregElaitftl 256 and PCE-JA0257 Propeller Make and MdPI • 44/77TON Propeller Serial Nos. N/A The undersigned, assignee of the interest of Raytheon Aircraft Credit Corporation, Secured Party under the Security Agreement dated December 31, 1999 , with Aircap Lie 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. P062974 , hereby releases all of its interest in the collateral covered by said Security Agreement. • Dated this p 4t- day of or Jobtr BANK OF AMERICA, NATIONAL ASSOCIATION AS ADMINIS31tATIVE AGENT By: / athleen M. Carry, Vice P ident BA0039 The undersigned assignors hereby release all of their interest, if any, in the collateral covered by the Security Agreement described above. Dated this 4 f day of 12ELLE/t 2004 . Raytheon Aircraft Raytheon Aircraft General Aviation Receivabl tion Credit Receiva By: By: By: Nam N e. Nam . Title: Presirknt Title: President Title: Phtssiclnt This Release shall consist of this one page only, with no schedules, appendices or similar attachments attached hereto. /ALLA GA LOAN RF1 RAW D0C SDNY_GM_02761915 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248837 EFTA01332355 OH/1)10 Alla VII01O1510 a C kid ',I WO hate 118 NO1148181038 1.1118081Y VV4 HAIM 03114 SDNY_GM_02761916 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248838 EFTA01332356 0 0 0 0Mt @r0,4) ; 0 S. Dcpagniont Flight Standards Servfco h, Aircraft Registration Dranc AFS•750 P.O. Box 25504 Oklahoma City. Oklahoma /3126 0504 (405) 954 3116 of TransportatiOn WEB Aattrene: hew irrtglaultliosedz Federal Aviation Administration barA NU (/' September 8, 2004 FLIGHT OPTIONS LLC SO etized./_ AL NUMBER MICHELS PIPELINE CONSTRUCTION n4C Et t C./0 nAS EP n2 IATS OATS PD ROOM Dear Sirs, t of Special Registration Marks, on d an AC Form 8050-64, Assignmen The FAA Aircraft Registry issue regis tratio n mark N445I.X on RlYtheektdrejaa rized the use of special June IC. 2004. this conk, autho rizatio n form was to have been er RK 244 N793TA. The autho Company qoA aircraft, serial numb speci al regis tratio n number was painted on the within 5 days after the signed and returned to this office aircraft. It has not yet been received. certificate of repjstration may be number change is needed so that the Clarification as to the status of the ication by checking the n number. Please furnish this clarif issued reflecting the correct registratio below: applicable block and signing BEEN painted on the aircraft. ri The special registration mark HAS will be at a later date. NOT BEEN painted on the aircraft but plie special registration mark HAS the special number. Enclosed is a $10 fee required to reserve r Please extend authorization for use the numb er. of NOT BE USED on this The special registration mark WILL Additional Requirements: Qasa Ocaco. cequx.-X -10a ‘;. O e clUJ Linda Adams Legal Instruments Examiner Aircraft Registration Branch AFS-750- OS-1 (MS) 04r$1112C628 810.00 09/10/2004 SDNY 02761917 RAGRAPHS 7, 8, 9, 10, 15, and 17 SUBJECT TO PROTECTIVE ORDE R PA EFTA_00248839 EFTA01332357 - 0 0 V1YOH Apo v -no SI r tau 0 ite 014t1rsis" Or dig A 002 Yri kom Li widtqfpuip •N`..\11Z "I.NN '0 I .Nrue 'OA •01 iPCIU: •- • SDNY GM 02761918 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248840 EFTA01332358 NUMBERCHANGEDTO DATE SE? ° ASSIGNMENT OF SPECIAL REGISTRATION NUMBERS *del ReOration Number 0 u5Deperhrent Almanac and Medel N 4451 X dIkTIFobto RAYTHEON AIRCRAFT COMPANY 400A Present Registratan Number Fedor Orrialbn Serial Norther Acivinumike N RIC —244 7150010 793TA Issue Date: II/ ICAO AIRCRAFT ADDRESS CODE JUNE 10, 2004 FOR N445LX = 51257100 This is your authonty to change the Unied States resign- lion number on the above described aircraft to the spedal registration nurnbef shown. FLIGHT OPTIONS LLC 26180 CURTISS WRIGHT PKWY Canydupicate ofItsUm Ingle droll tograter vnlh the RICHMOND HE IGHTS OH 44143-1453 okl registratbn usable as interim authority to °palate the arcraft pending receipt of revised cedicate of registration. M ICHELS PIPELINE CONSTRUCTION INC Obtain a larked oertioate of ainrodhiness km you near. SOUTHEASTERN MILLS INC est ROI Standards (kind Mee. REI AIR LIG The hdest DA Forrn 11301,Applicraion E T- AL For AlrtrodhIness on Me Is dated: O' k 01, 1999 The ainyorthinessCelMBE usifieatica and category: ST 0 TR ANSP INSTRUCTIONS: SIGN AND RETURN THE ORIGINAL of this form to the CivilMahon Registry, AFS-750;wilhin 5 days alerts special registration number is 0 affixed 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 sFeclal 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. Box 25504 Signature of Griner. Oklahoma City, Oklahoma 73125-0504 Re of Griner Date Placed on Aircraft AC Farm 115014 (t4I) Supersedes Previous Edon SDNY_GM_02761919 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248841 EFTA01332359 • • SDNY_GM_02761920 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248842 EFTA01332360 0 0 0 0 0 0 0 1 8 6 0 Insured Aircraft Title Service, Inc. P.O. Box 19527 • Oklahoma City, Oklahoma 73144 • FAX qq51.)( - 411 74377+ 18 JUN 10 2004 FEDERAL AVIATION ADMINISTRATION DATE: CENTRAL RECORDS DIVISION OKLAHOMA CITY, OKLAHOMA • GENTLEMEN: Please assign N (A461)L which is currently reserved for: fightOprh Drr3) (-LC to the following aircraft: • 115-rist Current NI amen 4001 Model f'4 -K'-a4(4- Serial # This aircraft is registered to: tq hi- DO Net LL, or is being pruchased by: Please send the 8050-64 form to IATS in the PD Room. If you have any questions, please do not hesitate to give us a call. Additional request: Requested by: IitAIAA. n1/ ILVX Insured Aircraft Title Servi , Inc. Serving the Aviation Financial Community for over 30 years SDNY_GM_02761921 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248843 EFTA01332361 VWOHV1U0 All0 VII0NV/M0 ZE C Idol h MIIJ 6002 80 NOI1V81.S1038 108381V VV4 HUM 03113 SDNY_GM_02761922 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248844 EFTA01332362 0 0 0 0 0 0 0 1 7 6 0 NN027112 FAA RELEASE CONVEYANCE RECORDED • tic JUN21 Rn 730 Raytheon Aircraft Credit Corporation (the "e intralaaMaim secured party under the Security Agreement described l)ntl 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 —1 day of Noveinber, 2003. Raytheon Aircraft Credit Corporation By: Name: Andrew A. Mathews Title: President 20640/ SDNY_GM_02761923 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248845 EFTA01332363 VWOHVlK0 )W0 VPIOMMO Cli £ Lid 12 AN 11002 1101010 BB N0ILVHISID3 03113 SDNYGM_02761924 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248846 EFTA01332364 0 0 0 0 0 0 0 1 7 6 1 •a , Exhibit A FAA Release Security Agreement Supplemental Aircraft Security Agreement dated as of June IX-, 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. QQ0281I 8 (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 JT15D-5 aircraft engines bearing manufacturer's serial numbers PCE- JA0256 and PCE-JA0257 (collectively the "Aircraft"). 206401 SDNY_GM_02761925 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248847 EFTA01332365 VP40117-O0 AU3 VII0RT1N0 OT £ Lid 12 AM 1190t 117 lie N011721131038 1371101 773 ;111M 03114 SDNY_GM02761926 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248848 EFTA01332366 of APPROVED A O o O O O 0 I O 8 8 OMB No. 2120-004.2 t UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION _ PatERA/ AVIATION AziestraSTRATtOreratil MONFONSY ACRONAthleAL COMA AIRCRAFT REGISTRATION APPLICATION CERT. ISSUE DATE UNITED STATES - REGISTRATION NUMBER 793TA AIRCRAFT MANUFACTURER 8 MODEL Raytheon 4OOA AIRCRAFT SERIAL No. Nir MAY 1 1 2004 RK-244 FOR FAA USE ONLY TYPE OF REGISTRATION (Cheek One bar) 0 1. Individual 0 2. Partnership 0 3. Corporation 9 4. Co-owner 0 5. Gov't. 0 8. N°" Cit t or: NAME OF APPLICANT (Person(s) shown on evidence Of Ownership. II IndMdual. pee hat name. het name. and middle Initial.) fi 12.) Flight Options, LLC 6.25% of 100% (:See Attachment ea)evzot --i' —(eie.C5) TELEPHONE NUMBER: ( ) ADDRESS (Permanent mailing address for first applicant Wed.) Flight Options, LLC Number and street' 26180 Curtiss-Wright Parkway Rural Rotate: P.O. Box: CITY STATE ZIP CODE Richmond Heights OH 44143 ID - 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 false or dishonest answer to any question in this application may be grounds for punishment by Finn (inn / or Irralsonmard (U.S. Code, Title IS. Sec 1001). III VWE CERTIFY: CERTIFICATION (I) That the above aircraft is owned by the undersigned applicant, who is a ciente (including corporations) 01 the United States. (For voting trust. give name of trustee: _ _ ) or CHECK ONE AS APPROPRIATE: a. 0 A resident alien. with alien registration (Form 1-151 or Form t - 351) No. b. 0 A nonsitinin corporation organized and doing business under the laws or (stale) and said aircraft is based and pnmanly used In the United States. Records or flight hours we available fee inspection al (2) That the aircraft is not registered under the laws of any foreign country: and (3) That legal evidence of ',mien/lip is attached or has been filed with the Federal Aviation Administration. NOTE: If executed for CO-ownership all applicants must sign. Use reverse side if necessary. TYPE R PR NAME L SIGNATURj TITLE SIGNA RE Assistant Secretarf" E g Y ght Options, LLCLI44-04 TURE TITLE DATE . a —.3k --- 1D- SIGNATURE TITLE DATE W NOTE Pending receipt of tha Certificate 01 AXCItet Regise30081. the aircraft may be operated for a period not in excess CO 90 days, during welch time the PINK copy or this application must be carded in the Moe% AC Form 8050-1 (12/90) (0052-00-628-9007) Supersedes Previous Edition SDNY_GM_02761927 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248849 EFTA01332367 i rr Liu 8 adu LOGO 1113 11.4 SDNY_GM_02761928 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248850 EFTA01332368 0 0 0 0 0 0 0 1 0 8 9 ATTACHMENT TO AIRCRAFT REGISTRATION' APPLICATION &DVS C44.12 -u /4 1- 1 Reg 4: N793TA Model: Raytheon 400A S/NAt 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.) AEI Air, LLC 6.25% of 100% Shown on Origami 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 6 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.) Somali., 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: Dale: Assistant Secretary of Flight Options. LLC Ing as Attorney-in-Fact for 41,2,4,6,7,9,10,11 Lt-0-00 ( Vice President of Raytheon Travel Air Co. Acting as Attorney-in-Fact for 43,5,8 By signing above. the applicant agrees and stipulates (I) to the terms. conceited and cottAkation of the AC Form 8060-1 Arran RegistratiOn *Agitation, to which this page bats:hod Otte 'Appikaticel. (IQ that all of the informatics sat lath on the Applicatial is true and cured ae et this date. and OW the APPriceltil may be executed by the co-owners by executing separate court:mad signature porn, oath 01 'Mich when 93 executed and deivered stell be an original. but all such cantorparts shall together Calatifte but one and the an applkalion SDNY_GM_02761929 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248851 EFTA01332369 TI WY 0 8c11:11E2 ae ii0;1;ii.Pio:iZI Liar:AM SDNY_GM_02761930 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248852 EFTA01332370 0000000 I 0 9 0 ATTACHMENT TO AIRCRAFT REGISTRATION APPLICATION sited y_(.1.--ak 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.) REt 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.) Aimap, LLC 12.50% of 100% Shown on Original form hereto 8.) Colas, Inc. 6.25% of 100% Shown on Original form hereto Anthony Zingale & Teresa M. ZIngale • 7.) Trustees 625% 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 104 McHale-Mattsson Interests, LLC 3.125% of 100% Shown on Original form hereto 11.) Ronald A. Elenbass 3.125% of 100% Shown on Original form hereto . . 19.) 14.) 15.) Manakin: Title: Date: Assistant Seaetwy of Flight Options. LLC Acting as Attorney-in-Fact for #1,24,6,7,9,10,11 Vice President of Raytheon Travel Air Co. taD O.(20.LA Acting as Attorney-in-Fact for 43,5,8 ck-u2-pit Assistant Secretary of Flight Options. LLC for 412 By signing abate. me applicant agrees and sep.ilates MbheIra, COnditicrts and cortifiostion of the AC Form 8050-1 Morel Registration Application. to which his page is attaChtfd (the *Accacation'). (II) that al of me informalico set forth on the APPricaron t3 we and cisrsa as or trite date. and (III) the Appacaikin may be executed by the commars by executing separate counterpart signature pages. oath dated, when so execteed and delivered shall be an odonai. but al such counterparts shall together constitute but one and the sane application. SDNY_GM_02761931 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248853 EFTA01332371 tt..;rin:JO C;1 ti W8 8 ydy as v011;• iVIOH rid leraaaIY 0311d SDNY_GM_02761932 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248854 EFTA01332372 FORM APPROVED 1 00000 1 08/ OMB NO.2120-00C UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION Y 9 0 83 91 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 NI MY 11 flP1 7 52 NUMBER N793TA FEDERAL AVIATION AIRCRAFT MANUFACTURER & MODEL ADMINISTRATION RAYTHEON 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS 26TH DAY OF MAR., 2004 HEREBY SELL, GRANT. TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS Do Not WrIle 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 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 26Th OF MAR., 2004. NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPED OR PRINTED) ON INN) (I CUTED F'• (TYPED OR PRINTED) CO•OWNE IP, LL MUS IGN ) SELLER ANTHONY ZINGALE AND !STANT SECRETARY TERESA M. ZINAGALES JAMES R. DAUTERMAN OF FLIGHT OPTIONS, LLC TRUSTEES ACTING AS ATTORNEY- IN-FACT FOR ANTHONY ZINGALE AND TERESA M. ZINGALE - TRUSTEES ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FM RECORDING: HOWEVER, MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF 7HE INSTRUMENT. ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052-00-629.0003) Supersedes Previous Edition 040991171123 IS.00 04/08/2004 -- - SDNY GM 02761933 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248855 EFTA01332373 VinriV1NO All0 V:101411)10 £I1 IT WY 9 UJY as NOLL;dilf.t3141Jfkl041.1 viz! 03113 SDNY_GM_02761934 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248556 EFTA01332374 FORM APPROVED 0 0 0 0 0 0 0 3 0 S •4 OMB No. 2120-0042 UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION FECOUU. AVIATION AINISIOSTEKTION-NIKII NONSIONEY AERONAUTICAL CENTER AIRCRAFT REGISTRATION APPLICATION CERT. ISSUE DATE UTED STATES REGISNI TRATION NUMBER 793TA N `ioc FEB 0 5 2004 AIRCRAFT MANUFACTURER & MODEL Raytheon 4OOk AIRCRAFT SERIAL NO. RK-244 FOR FAA USE ONLY - TYPE OF REGISTRATION (Check one boa) IEI 1. Individual 0 2. Partnership 0 3. Corporation q 4. Co-owner 0 5. Govt. 0 8. "°^Ctilatr" NAME OF APPLICANT (Pamon(s) shown on en4denos Of ownership. II Individual. give bet name. wet rime. end middle Initial ) e l -. 11.) Ronald A. Elenbaas 3.125% of 100% CSee Attachment ad),; (4eek retaa-tb ....2 ) TELEPHONE NUMBER: ( ) ADDRESS (Permanent mailing SOME* far Mat ilIPPliaant listed.) C/O Flight Options, LLC • Number and Street' 26180 CUrtiact-Wright Parkway Rural ROMs: P.O. Sox: CRY STATE ZIP CODE 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 false or cashorieW answer to any question in this application may be grounds tor punishment by fine and / or Imprisonment (U.S. Coda. Title IS. Sec. 1000. CERTIFICATION e ll lAVE CERTIFY: (I) That the above aircraft Is owned by the Dna*rugnod applicant, v.1,0 le • ele2en (IneiceloO corporations) of the United States. (For voting buret, give name of trustee: ). or. CHECK ONE AS APPROPRIATE: li- C A resident Neel. web alien registration (Fpm 1.151 or Form 1-241) NO. b. 0 A non citizen corporation organized and doing business under the laws of (stale) and said eureraft Is basal and primarily used In the United States. Records or flight hours are available for inspection at (2) That the aircraft Is not registered under the laws of any foreign country; and (3) That legal evidence of ownership Is attached or has been filed with the Federal Aviation Administration. NOTE: It execubad for co -ownership all applicants must sign. Use reverse side if necessary. TYPE e - P - INT NAME SIGNATURE Sit RE Ton-EAssistant Secretary one u, 8- nf Flight Options, LLC ViagCp.2 .5 IMRE TITLE acting as At toelTerbAre 0 _ ' -- • In -Fact for Ronald A. . .- 6 t• SIGNATURE T 1 nb as DATE 6 . • - . - . \\ 1 . • . NOTE Pending receipt of the Certificate of AlICI aft Regi Oration, the sin:raft may be operated for a period no1 In ea , Of 9 0 days. donne which time trio PINK copy 0. INS application must be carded In the mass. AC Form 8050.1 (12/90) (0052-00-628-9007) Supersedes Previous Edition SDNY_GM_02761935 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248857 EFTA01332375 • • VPIOHV1NO Alto VWOHV151O LI £ Ud ZZ 330 nig He N0LLYILLS13321 lAVU0VIV 1/VA 1-111M O311.4 SDNY_GM_02761936 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248858 EFTA01332376 00 0 0 0TO0AIRCRAFT.REGISTqATION 0ATTACHMENT " SS APPLICATION aorta, m.aa-o3 Reg N: N793T1) Model: Raytheon 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.) REI Air. LLC 6.25% of 100% Shownon 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.) Roben Kettler 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 3.120% 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 N1,2,4.6.7,9,10 Vice President of Raytheon Travel Air Co. Acting as Attorney-in-Fact for 63.5.8 By signing above. the applicant agrees and stipulates (I) to the terms. conditions and can:Scatter, of Me AC Form 8050.1 Aircraft Registration Apptication, to ninth the page is attached (the "Appticalvani. (II) that all of the infonnaton set lonh on the APPInalkin n hue and curved as of this date, and (Ill) the Application may be executed by the <manners by executing separate counterpart signature pages. each of which when so executed and delivered shall be an otignal, but all such counterparts shall together ozostilule but p! and the same application a. I 3 SDNY_GM_02761937 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248859 EFTA01332377 -R VPIOHV1NO A113 VVI0HV1)10 LT £ Wd ZZ 330 t(102 H8 N0LLVILLS1031I lisnOWV • ,..yv3 NUM 0311! SDNY_GM_02761938 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248860 EFTA01332378 0 0 0 0 0 0 0 3 05 ATTACHMENT TO AIRCRAFT I=TION APPLICATION ta-aat3 Reg #: N793TA Model: Raytheon 400A SIN#: RK-244 Owning an undivided Name of Applicant: Interest of: Address: 1.) Michels Pipeline Construction, Inc. 26.00% 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, LW 12.50% of 100% Shown on Original form hereto 6.) Colas, Inc. 6.25% of 100% Shown on Original form hereto Anthony Zingsle S Teresa M. Mtgele - 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.) MOMS-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. 9 . Loostbas'aQ Acting as Attorney-in-Fact for #3,5,8 to-all By signing above, the applicant agrees and stipulates (I) ; Joie tams, conditions and certification of the AC Fonn 80504 Aircraft Registration Application. to which this page is attached (the 'API:dilation"). ill) that a1 of the Information set kith on the Application is true and tarred as of this date, and (III) Me Application may be execuletby,the.co-creriere by executing seParate counterpart signature pages. each of which when so executed and delivered shall be an original but all aUch cOuVerparts Ihall together constitute but one and the same applicaten. • SDNY_GM_02761939 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248861 EFTA01332379 Vil014V1)10 All0 W4001)10 £ Wd ZZ 330 £9Oi 13V2108111 110 NO11VU1S1038 rid Hill& 03113 SDNY_GM_02761940 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248862 EFTA01332380 FORM APPROVED 0 0 *0 0 0 0 0 3 0 5 3 OMB NO. 212D-0042 UNITED STATES OF AMERICA . X X 0 2 5 8 6 9 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 Aft11 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 Wrile In TN, 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 RONALD A. ELENBAAS 3.125%0F I00% 3328 OAKDALE HICKORY CORNERS, MI 49060 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 171" DAY OF NOV., 2003. NAME (S) OF SELLER SIGNATURE (S) . TITLE (TYPED OR PRINTED) (IN IN< CUTED FOR (TYPED OR PRINTED) COOWN SKI . ALL MUST IGN) SELLER FLIGHT OPTIONS, LLC ASSISTANT JAMES It DAUTERMAN SECRETARY 1 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 0052-9(W9-0003) Supersedes Previous Edition u• 033561533011 95.00 12/22/2003 SDNY_GM_02761941 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248863 EFTA01332381 VW0HV1)10 AIM VW0HT1N0 LT £ hid N 530 £001 1V 88 NOW/8181938 1011011 HUM 0311i 10, SUBJECT TO PROTECTIVE ORDER PARAGRAPH S 7, 8, 9, SDNY15,027619 and42 17 EFTA_00248864 EFTA01332382 0 0 0 0 0 0 0 0 1 3 0 . n0258 ) (0 zsecos FAA RELEASE CONVEYANCE REC91 Raytheon Aircraft Credit Coiporation (the `Secured Part09 fa S 817 10 secured party under the Security Agreement described and defined Edff RAL AVIAT19, ADMINISTRATION 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 ,// day ofNovember, 2003. Raytheon Aircraft Credit Corporation By: Name: Andrew A. Mathews Title: President 20640/ Ficg 12-22-03-4 3osi SDNY_GM_02761943 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248865 EFTA01332383 VNIONV1NO All0 VW0HV1M0 Ili 8 la 8 NtIP 88 NOIIV8181038 13V8081V YVA HAIM 031Id SDNY_GM_02761944 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248866 EFTA01332384 0 0 0 0 0 0 0 0 I 3 I Exhibit A FAA Release Security Agreement Supplemental Aircraft Security Agreement dated as of June 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, ((Corded )c;:kk the FAA on negurickr .5i aCID31 ct'S CoNIE`icthU- 1"1"004- OAD'avt% (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 JT15D-5 aircraft engines bearing manufacturer's serial numbers PCB JA0256 and PCE-JA0257 (collectively the "Aircraft"). 20640/ SDNY_GM_02761945 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248867 EFTA01332385 "ontrbio All° vivotivimo Ih 8 kW 9 kingte wouvalsrogaidy1131" vvd 8 211•10311.i SDNY_GM_02761946 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248868 EFTA01332386 FORM APPROVED ,-)..__ 9sa No. 21200092 () anon fl UNITED AYES OE AMERICA DEPARTMENT OF TRANSPORTATION 8 9 seeCUU. A AiNataarnAnON-MIKa NONAOKEY AERONAMICAL CENTER AIRCRAFT REGISTRATION APPLICATION CERT. ISSUE DATE UNITED STATES REGISTRATION NUMBER N 793TA AIRCRAFT MANUFACTURER a MODEL Raytheon 400A 99 NOV 6 2003 AIRCRAFT SERIAL No. w244 FOR FAA USE ONLY TYPE OF REGISTRATION (Cheek ono box) Corporation Q 4. Co-owner O 5. Govt. O en atio S. lamCiti O I. Individual p 2. Partnership O.3. give last name. first name, and middle Initial.) NAME OF APPLICANT (Pertion(e) shown on solderers of ownership. If individual, 40 11.) Flight Options, LLC 3.1252 of 100% G ee Attachesant ba4trecil li,l( - .‘ --4:5;) TELEPHONE NUMBER: ( I ADDRESS (Permanent malting address ler firat.appeoant Sated.) Flieht Options, LLC Number and street: 2_61 fU'l rIrri-i Aci—Wr_i gilt Parkway • Rune Route: RO. Sox: STATE ZIP CODE CITY OH 44143 . ' Richmond Heishts - 0 • CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS Read the following statement before signing this application.• ATTENTION! This portion MUST be completed. for punishment by fine and / or imiansonment . A lake or dishonest answer to any question In this application may be grounds (U.S. Code. Title IS, Sec. 1001). II CERTIFY: CERTIFICATION (I) That the above aircraft is owned by trio undersigned applicant. of the United States. who is a citizen (including corporations) . (For voting Dust, give name of trustee!_____ . CHECK ONE AS APPROPRIATE: NO. a. 0 A resident alien, with alien registration (Form 1-151 or Form 1.SSt) noncihren corporation organized and doing business under the laws of (slate) - _ .— b. 0 A or flight hours are available for and said aircraft Is based and primarily used in Me United Sates.Records inePecton at (2) 1Tial the aircraft is not registered under the laws of any foreign country: and Aviation Administration. (3) That legal evidencaa of ownership is attached or has bean Med with the Federal reverse Side if necessary. NOTE: If executed for CO-OWnershIp an applicants must sign. Use TYPE INT NAME SIGNATURE 1711.8 DATE- IGNA RE Assistant Secretarr cis: in 4g i ht Options, LLC 0.3 ‘Cr'('4 S TITLE DATE TURF \ g gg SIGNATURE TITLE DATE for a period not In excess of 90 NOTE Pending roocsipt of the Certificate of Aircraft Regi..tration, the aircraft may be Operated the aircraft. days. during which OrriO the PINK copy d this application must be carried in AC Forts 8050-1 (12/90)(0052-00-628-9007) Supersedes Previous Edition SDNY_GM_02761947 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248869 EFTA01332387 • VNOI4V -1):0 APC ':•"'"•"V - INO LC IT WY C 130 C00 ):3O. r, . . S • iv V‘ .4 SDNY_GM_02761948 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248870 EFTA01332388 ara• 41. 0 4:6--g 9 9 Q arTAHMEN I - I O ptIR FT REGISTRATION APPLICATION &deco. Mel " 03 Reg it N793TA Model: Raytheon 400A SFN#: 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 Zinger, &A1 MISS 7.) - Trustees 12.50% of 100% Shown on Original form hereto 8.) Robert Kerner 6.25% of 100% Shown on Original form hereto 9.) Samair, Inc. 6.25% of 100% Shown on Original form hereto 10.) Mcflale.:-Vfj445E0n ;Shk4.4..5tS 1.1C. . 3.125% of 100% Shoivn on Original form hereto 11.) 12.) 13.) 14.) 15.) Signatures: Title: Date: Assistant Secretary of Flight Options, LLC 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 By signing above, the appecant agrees end Steeriates ft) lo the terms, conditions and certification of the AC Form 8050.1 Aircraft Registration hePiPaherx to which this page is attached (the 'Application'), (II) that an of the Information set ken on the Application is true and current as of Sc dale, and (blithe APPICalkin may be cdecuted by the co-owners by executing separate comberparl signatum pages, each of which when so Mewled and delivered shall be en original, bin all such counterparts steal rowdier constitute but one and the same application, SDNY_GM_02761949 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248671 EFTA01332389 vilotAnmo LC IT IJI:1 C 130 COOZ •• : • VV:i SDNY_GM_02761950 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248872 EFTA01332390 0 0 0 0 0 0 0 0 0 0 9 ATTACHMENT TO AIRCRAFT REGISTR4TIOk_ APPLICATION ant I-03 Reg #: N793TA Model: Raytheon 400A &NH: 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 fon 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 Vulgate - 7.) Trustees 12.50% of 100% Shown on Original form hereto 8.) Robert Kehler 6.25% of 100% Shown on Original form hereto 9.) Samalr, Inc. 6.25% of 100% Shown on Original form hereto 10.) McHale-t•Wrkisen T-Meakvb 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 ‘,P-1-O3 Assistant Secretary of Flight Options, LLC for #11 By signing above, the applicant agrees and stipulates (I) to the terms. conditions and certification 01 the AC Pam 8050-1 Aircraft Registration AppScation, to which this page is attached (the 'Applicabon-). (II) that as of the Information set forth on the Application is true and hurled 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 counterparts shat together constitute but one and the same application. SDNY_GM_02761951 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248873 EFTA01332391 vNoP.vly.o LC TT 1JU £ 130 £0i2 II:3 • ' • id SDNYW.02761952 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA _00248874 EFTA01332392 FORM APPROVED OMO ND. 3420AQ92 uuucolJo .1.1N1fEltSTAIFECOrANWRItA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE CO VETANCE RECORDED UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CRIBED AS FOLLOWS: • 2003 NOU 6 PM LI 01 UNITED STATES FEDERAL AVIATION REGISTRATION ADMINISTRATION NUMBER N 793TA AIRCRAFT MANUFACTURER & MODEL RAYTHEON 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS, TN DAY OF SEPT., 2003 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS Do Not rio) 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 3.125% 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 THIS30 m OF SEPT., 2003. NAME (S) OF SELLER . SIGN TURE (S) TITLE . (TYPED OR PRINTED) (IN I EXECUTE FOR (TYPED OR PRINTED) CO- ERS P. ALL T SIGN.) SELLER EDWARD J,KAPPA ASSISTANT SECRETARY L JAMES R. DAUTERMAN OF FLIGHT OPTIONS, LLC ACTING AS KITORNEY IN FACT FOR EDWARD {KAPPA 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 032761148162 85.00 10/03/2003 SDNY_GM_02761953 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248875 EFTA01332393 tillOHY1)10 "t?Avvimo LC IT WU C 130 COO? au '.:"101;IY V`1:1 4:3014 fetis‘ro‘br nA.. • SDNY_GM_02761954 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248876 EFTA01332394 U.S. DEPARTMENT OF TRANSPORTATION SEE CONVEYANCE NO FEDERAL AVIATION ADMINISTRATION FILING DATE: CROSS-REFERENCE-RECORDATION locations. File original of this form This form is to be used in cases whew a conveyance covers several aircraft and engines, propellers, or with the recorded conveyance and a copy in each aircraft folder involved. TYPE OF CONVEYANCE DATE EXECUTED 1022103 SUPPLEMENT TO DOC SI22733 SUPPLEMENTAL AIRCRAFT INVENTORY SECURITY AGREEMENT DOCUMENT NO. FROM FLIGHT OPTIONS LLC - BORROWER 00028 118 DATE RECORDED TO OR ASSIGNED TO RAYTHEON AIRCRAFT CREDIT CORP - LENDER November 3, TOOT THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: AIRCRAFT (List by rennuation number) I 'MAI . Ni IMRFR INvOi WTI II N746TA N742TA N7I5TA N708TA N793TA N437CW N744TA N74 ITA N720TA N726TA N754TA ENGINES I TOTAL NIRARFR INVOLVED 22 SERIAL MAME) NO. (SEE ATTACHED LIST) (SEE ATTACHED LIST) I TriTAINIMGM Mai WI) PROPELLERS SERIAL MAKE® NO. I TOTAI Nt minF5t Iwo] vcn SPARE PARTS -LOCATIONS LOCATION CORP 400A, SIN RE-198 RECORDED CONVEYANCE BLED IN: N798TA, RAYTHEON AIRCRAFT (SEE C306, PG 5) AC FORM 1050-21(1-96) ( SDNY_GM_02761955 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248873 EFTA01332395 SDNY_GM_02761956 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248878 EFTA01332396 °1 U.S. DEPARTMENT OF TRANSPORTATION SEE CONVEYANCE NO FEDERAL AVIATION ADMINISTRATION FlUNG DATE CROSS-REFERENCE-RECORDATION engines, propellers, or location. File original of this form This form is to be used in cases where a conveyance covers several aircraft and with the recorded conveyance and a copy in each aircraft folder involved. DATE EXECUTED TYPE OF CONVEYANCE SEPTEMBER 22, 2003 FAA ASSIGNMENT SEE CONVEYANCE X140282, C002, PG7) • DOCUMENT NO. FROM BANK OF AMERICA NA R062974 RAYTHEON AIRCRAFT RECEIVABLES CORP DATE RECORDED TO OR ASSIGNED TO GENERAL AVIATION RECEIVABLES CORP September 29, 2003 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: AIRCRAFT (List by registration number) I TOTAL NI TMRFR INVOLVW) 1 N793TA ENGINES I TOTAL NIIMAFR INVO1 vFn 2 • SERIAL MAKES) PRATT & WHITNEY M5D-5 No. PCE-1A0256 PCF.-1A0257 PROPELLERS l Toni /ROARER INVOI WD MAKES) SERIAL NO. SPARE PARTS -LOCATIONS I TOTAL NIIMRFR INNAll vFn LOCATION RECORDED CONVEYANCE FILED IN: N793TA RAYTHEON AIRCRAFT 400A SERIAL RK-244 AC FORM 0450-23 (1-96)(0052-044 SDNY GM 02761957 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA (15)248879 EFTA01332397 SDNYGM02761958 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA O{)24%880 EFTA01332398 0 0 0 0 0 0 0 2 6 7 4 R 0 6 2 9 7 1.1 FAA ASSIGNMENT CONVEYANCE fiailDED This FAA Assignment (this "Agreement") is made as of the ,Z2 day of September, 2003 (the "Effective Date") by and among Bank of America, National AssociaSign as Administrative Agent (the "Original Agent"), Raytheon AircraekgravaliesItlirp n, a Kansas corporation ("RARC"), and General Aviation Receivables _Corporation , A Delaware AdattIt corporation ("GARC"). Aohili“STRATION 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 RARts 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 Assipunent. 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. liz)g. 03alol..0 15Oa 49* etIMICe 664voeccl,Q..9-Q) SDNY_GM_02761959 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0024888 I EFTA01332399 1 1.1.1 •sNIHV1N0 4311 Z Lid £Z (BS COO? Nu NOW; ',LK 1.31SOUIV YVA SDNYGM02761960 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA Q{)248882 EFTA01332400 0 0 0 0 0 0 0 2 6 7 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. S. Counterpart& 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 HEREAYILR 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. 1274909v6 SDNY_GM_02761961 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248883 EFTA01332401 SDNY GM 02761962 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 002488G4 EFTA01332402 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 instrtunents 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. Intertratiog. 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, NA, as Administrative Agent. By: Title: Vice President RAYTHEON AIRCRAFT RECEIVABLES CORPORATI ICansas co ration By: Title: Assts t Secretary GENERAL AVIATION RECEIVABLES CORPO Delaware corporation By: Title: Secretary 1274909v6 SDNY_GM_02761963 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248885 EFTA01332403 SDNYGM02761964 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA O{)24%886 EFTA01332404 0 0 0 0 0 0 0 2 6 7 7 • • • • ...tO 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 RK-244, United States Registration No. N793TA, and two (2) Pratt & Whitney Ltd. model JT15D-5iaireraft engines bearing manufacturer's serial numbers PCE-JA0256 and PCE-JA0257. OF WHICH %S CAPABLE * EACH OF 750 OR MORE RATED PRODUCING TAKEOFF HORSEPOWER SDNY GM_02761965 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248887 EFTA01332405 EIERAHEATE certify that 1 have compared this • • rnl with ths odpinal Instrument and It S OS era py 01 said art**. / V1101-171NO Bk Z Lid £Z d3S Erg VrJ SDNY_GM_02761966 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248888 EFTA01332406 . -, U.S. DEPARTMENT OF TRANSPORTATION SEE CONVEYANCE NO . FEDERAL AVIATION ADMINISTRATION FILM DAM • CROSS-REFERENCE-RECORDATION location. File original of this form This form is to be used in cases where a conveyance covers several aircraft and engines, propellers, or with the recorded conveyance and a copy in each aircraft folder involved. DATE EXECUTED TYPE OF CONVEYANCE SEPTEMBER 22, 2003 • FAA ASSIGNMENT SEE CONVEYANCE G000258, C013, FM) DOCUMENT NO. FROM R062973 BANK OF AMERICA NA RAYTHEON AIRCRAFT RECEIVABLES CORP DATE RECORDED TO OR ASSIGNED TO September 29, 2003 GENERAL AVIATION RECEIVABLES CORP THE FOLLGWING COLLATERAL IS COVERED BY THE CONVEYANCE: AIRCRAFT (list by registration number) I TOTAI NIIMRFR iNVOI NEI) I N793TA ENGINES I IOTA] NI URFA Mill VET) 2 SERIAL MAKE(S) PRATT & WHITNEY ITI5D-5 NO. PCB-JA0256 PCE-JA0257 PROPELLERS I TWA' . NUMBER mum vFn SERIAL MAIMS) NO. SPARE PARTS -LOCATIONS I Tram nnIAIRFR INVOI RFD LOCATION 400A SERIAL RK-244 RECORDED CONVEYANCE FRED IN: N793TA RAYTHEON AIRCRAFT AC FORM 0S0-33 (I SDNY GM02761967 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248889 EFTA01332407 SDNY_GM_02761968 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 I EFTA 00248890 EFTA01332408 0 0 0 0 0 0 0 2 6 7 8 R062973 FAA ASSIGNMENT C0UV&TANCE II.00RDED This FAA Assignment (this "Agreement") is made as of the air ay of September, 2003 (the "Effective Date") by and among Bank of America, National AsfaRiago% cas Administrative Agent (the "Original Agent"), Raytheon Aircraft 2sacautaiCftbralictiP a Kansas corporation ("RARC"), and General Aviation Receivables Corporation, pp elaavare corporation ("GARC"). AfiliiiNISTRATION RECITALS: A. Original Agent is the assignee and holder of the security agreement described on Annex 1 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 RARCs 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 timc 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: 1. 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 Administrati ve Agent for the ratable benefit of the Secured Parties all of GARCs right, title and interest in and to the Assigned Rights. at \Eon c53aLEADicatirli-id 91a. loa SDNY_GM_02761969 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0024889 I EFTA01332409 VItiOHVlHO All;, MOIIV1NO 911 2 bid CZ d3S COY Ha 4 7doliiti VV4Iiilh; 03;4 SDNY_GM02761970 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248592 EFTA01332410 f) 0 0 0 0 0 0 2 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). B. 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. 1274909v6 SDNY_GM_02761971 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248893 EFTA01332411 SDNY_GM_02761972 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 I EFTA_00248894 EFTA01332412 0 0 0 0 0 0 0 6 5 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 filly effect the purposes of this Agreement. II. 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 dent RAYTHEON AIRCRAFT RECEIVABLES CORPORA a Kann ••.•ration By: Till istant Se GENERAL AVIATION RECEIVABLES CORPO Mto Y, Delaware corporatioq By: Title: I274909v6 SDNY_GM_02761973 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248895 EFTA01332413 SONY GM 02761974 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248896 EFTA01332414 0 0 0 0 0 0 0 2 6 8 1 ANNEX 1 as debtor, and Security Agreement dated September 25, 2001, between Robert Kettler, ("RACC"), assigned by RACC to Raytheon Aircraft Raytheon Aircraft Credit Corporation the FAA Assignment dated September 25, 2001, further Receivables Corporation ("RARC") by America, National Association as Administrative Agent by the assigned by RARC to Bank of Aviation Administration on FAA Assignment dated September 25, 2001, recorded by the Federal Agreement") covering the November 27, 2001, as Conveyance No. 6000258 (the "Security Company model 400A aircraft bearing manufacturer's serial number RK-244, Raytheon Aircraft model JTI5D-gthaircraft United States Registration No. N793TA, and two (2) Pratt & Whitney PCE-JA0256. engines bearing manufacturer's serial numbers PCE-JA0257 and CAPABLE OF WHICH IS RATED F_ACH OF RODUCING 750 OR MORE HORSEPOWER P TAKEOFF SDNY_GM_02761975 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248897 EFTA01332415 aeafwit3ME comDa.o.f -s sin cattily that j e tore.___en Inf with the al Gin r a We Edgi VB:ONVIN0 AJ.I0 VUOPV1)10 911 2 bid CZ d3S CO a2 actuty r.rdows, (13714 SDNY_GM_02761976 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248898 EFTA01332416 At U.S. DEPARTMENT OF TRANSPORTATION SEE CONVEYANCE NO FEDERAL AVIATION ADMINISTRATION CROSS-REFERENCE-RECORDATION RUNG DATE This form is to be used in cases where a conveyance corers 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 5118267, C018, PG1) 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 (Lin by registration number) I TATA! NI RARER NVOI VP,/ I N793TA ENGINES I TOTAL. NI!Mein nsvOl VET, 2 MAKES) SERIAL PRATT & WHITNEY .IT I SG-S NO. PCE-1A0256 PCE-1A0257 PROPELLERS, I TOTAL. NIIMRPR EMI WO MAKE(S) SERIAL MX SPARE PARTS -LOCATIONS • I TOTAL NIIMRFR INVOLVFT) LOCATION RECORDED CONVEYANCE FILED IN: N793TA RAYTHEON AIRCRAFT 400A SERIAL RK-244 AC FORM (050-13 (146) (0052404824066) • -- SDNY GM_02761977 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245599 EFTA01332417 SDNYGM02761978 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 0024%9(() EFTA01332418 0 0 0 0 0 0 0 2 6 8 2 R062972 FAA ASSIGNMENT CONVEYANCE fa.CORDED ment (this "Agre ement ") is made as of the'2 r day of September, This FAA Assign al Associatiogn as Ameri ca, Nation 2003 (the "Effective Date") by and among Bank of CiltiPoatiett a Aircraf t atfpgi be49 Administrative Agent (the "Original Agent"), Raytheon a Delaware n Receiv ables Corpo ration, Kansas corporation ("RARC"), and General Aviatio .'s ' I AViATItfti Ft corporation ("GARC"). ADMINISTRATION RECITALS: agreement described on A. Original Agent is the assignee and holder of the security Annex 1 attached hereto (the "Security Agreement"). Original Agent's right, title B. Original Agent desires to assign to RARC all of the tions secure d thereby, all payments with and interest in and to the Security Agreement, the obliga collateral relating to each the docum ents and respect thereto, all rights under and with respect to tively, the "Assigned Rights"). such Security Agreement and all proceeds thereof (collec the Sale and Conveyance C. RARC desires to assign to GARC pursuant to restated, supplemented or otherwise Agreement dated as of September 1, 2003 (as amended, yance Agreement") between RARC and modified from time to time, the "Sale and Conve Assigned Rights. GARC all of RARC's right, title and interest in and to the in and to the Assigned D. GARC desires to assign all of its right, title and interest e Agent (in such capaci ty the "Administrative Rights to Bank of America, N.A. as Administrativ d Purchase and Sale Fifth Amend ed and Restate Agent") for the Secured Parties under a ise modified from time to time, the Agreement (as amended, restated, supplemented or otherw among GARC, RARC, Raytheon "Purchase Agreement") dated as of September I, 2003 financial institutions and other entities Aircraft Credit Corporation as originator and services, the der and the Administrative Agent, in from time to time parties thereto and purchasers thereun Rights. order to perfect the Secured Parties' rights in the Assigned the parties agree as follows: NOW, THEREFORE, in consideration of the foregoing, sells, assigns and 1. Original Agent Assignment. The Original Agent hereby interest in and to the Assigned Rights. transfers to RARC all the Original Agent's right, title and rs to GARC all of 2. RARC Assignment RARC hereby sells, assigns and transfe . RARCs right, title and interest in and to the Assigned Rights 3. GARC Assignment. GARC hereby sells, assigns and transfers to the all of GARCs right, title and Administrative Agent for the ratable benefit of the Secured Parties interest in and to the Assigned Rights. °saw eaatin allbzlos Qbkica sulk& C_51-)Z SDNY GM_02761979 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248901 EFTA01332419 anot:vimo vi:pyrrn 8h 2 Wd £2 d3S COQ/ SDNY_GM_02761980 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248902 EFTA01332420 0 0 0 0 0 0 0 2 6 8 3 d 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. Countetparts. 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 CONSTRUE IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK D (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. 1274909v6 SDNY_GM_02761981 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248903 EFTA01332421 SDNY_GM_02761982 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248904 EFTA01332422 0 0 0 0 0 0 0 6 4 10. Further Assurances. Each of the parties hereto agrees to do and perform, from required or time to time, any and all acts and to execute any and all further instruments reasonably requested by any other party hereto (or any of their successors or permitted assigns) to more fully effect the purposes of this Agreement. II. Integratios This Agreement contains the final and complete integration of all shall prior expressions by the parties hereto with respect to the subject matter hereof and Documents) constitute the entire agreement among the (together with the other Transaction hereto with respect to the subject matter hereof superseding all prior oral or written parties understandings. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the Effective Date. BANK OF AMERICA, NA, as Administrative A t By: Title: Vi esident RAYTHEON AIRCRAFT RECEIVABLES CORPORATIDDI,.a Kansan tion By: Title: Assistant Secretary GENERAL AVIATION RECEIVABLES CORPORAT ON, a Delaw rporation By: Title etary 1274909v6 SDNY_GM_02761983 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248905 EFTA01332423 1 SDNY GM 02761984 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248906 EFTA01332424 .. • 00000002 6 8 5 . • •••• .7 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. SI18267 (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 ITI5D-nircraft engines bearing manufacturer's serial numbers PCE•JA0257 and PCE-JA0256. • EACH OF WHIM IS CAPABLE OF PRODUCING 750 OR MORE RATED TAKEOFF HORSEPOWER SDNY_GM_027619135 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248907 EFTA01332425 eatariFi6Aff ( hereby certify that f have instillment wim the compared this a true and Correct original insturnent and it is Of said original. '1!^; 0 HY 1NO All; V! !?!!.!1fil Z lid £Z d3S &OZ Ind 1111;i1(131;1 SDNY_GM_02761986 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248908 EFTA01332426 FORM APPROVED cm - 4 9 OMB No. Z120-0042 - TT.7 ri IT ..., OF lWET 1Ia DEPARTMENT OF TRANSPORTATION ._ -ILVIATON ateleMrliltaltre-MINA NORROMIT MISIONAUTICAL TOMER AIRCRAFT REGISTRATION APPLICATION CERT. ISSUE DATE UNITED STATES REGISTRATION NUMBER N 793TA AIRCRAFT MANUFACTURER a MODEL Raytheon 400A B SEP 2 9 2003 AIRCRAFT SERIALNo. RK-244 FOR FAA USE ONLY - • TYPE OF REGISTRATION (Check one box) 0 I. Individual 0 2. Partnership 0 3. Corporation ( 4. Co-owner 0 5. Gov't, 0 8. II iftfthAdUali EN° lost name. Ant name. and middle ',Midi NAME OF APPLICANT (Penton(*) shOwn on evidence Cit Ownership. 4111, 11. ) Attachm Edward J. Rappa 3.125% of 100% ent aCt4L-Cc.a C_See 5- lct-(Y ‘S) TELEPHONE NUMBER: ( ) SS (Permanent mellIng.address.for find wolbant listed.) Atirio Flight Options, LLC 2618O Curtiss-Wright Parkway Number and street: Rural Route: P.O. Box: STATE ZIP COOP CITY Richmond Heights OH 44143 0 CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Read the following statement before signing thia application. This portion MUST be completed. for Punishment by firm and (or imPfISOnment A false Or dishonest answer to any question in this application may be grounds (U.S. Code. Title 18. Soc. 1001)- CERTIFICATION 4. UWE CERTIFY: is a otrzen (including corporations) (1) That the above entail is owned by the undersigned appitcant. who of the United States. __ ) Of' (For voting mist give name of trustee: CHECK ONE AS APPROPRIATE: or Form 1.551) No. a. O A teak:lam aliene with alien registration (Form 1-1$1 the Laws of (state) _ _ _ b. O A non.rsitizen corporation organized and doing business under or flight houm am available for and said aircraft is based and primarily used in the United States. Re0Ords insciaCten al -. foreign country; and (2) That the aircraft is not registered under the laws of any ownership is attached or has been filed with the Federal Aviation Administranon (0) That legal evidence of reverse side it necessary. NOTE: If executed for co-ownershlp WI applicants must sign. Use TYPE OR RI T NAME SE SIGNATURE S E TITLE Vice President of Dan fight-Options, .-- t.1-03 LLC ao. R un-Eacting as Attorney-fasm- 25 i S TURE Fact for Edward J. Rappa SIGNATURE TTTLE 1 DAM IN pence not al ease.. 01 90 NOTE Pending receipt of the Certificate of Aircraft Registration. the aircraft may be OPeroted fof • carried In the Moen- days. during which time the PINK copy of this application must be AC Fun 8050-1 (12190) (0052-00-628-9007) Supersedes Previous Edition SDNY_GM_02761987 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248909 EFTA01332427 • VL-404 ,.7 1)4O A 1 . 0 V . 1Z 6 lilkj BZ 1111.1j CO. ,v. z; SDNY_GM_02761988 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248910 EFTA01332428 00000000 950 ATTACHMENT TO AIRCRAFT REGISTRATION APPLICATION d a y e e k Reg ft: 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 12.5O% of 100% Shown on Original form hereto 6.) Cobs, Inc. 6.25% of 100% Shown on Original form hereto Anthony ZIngale alt(f:Sa. M. Zingate 7.) - Trustees 12.50% of 100% Shown on Original form hereto Robert Keller 6.25% of 100% Shown on Original form hereto • 9.) Samalr. Inc. 6.25% of 100% Shown on (filaral form hereto 10.) McHale-tSoSis 3.125% of 100% Shown on Original form hereto 11.) 12.) 13.) 14.) 15.) Signatures: Title: Date: Vice President of Flight Options, LLC ' as Attorney-in-Fact • #1.2.4.6.7.9,10 Slck-ro3 Vice President of Raytheon Travel Air Acting as Attorney-in-Fact #3.5.6 By siring above. the *pageant agrees end stipulates (I) to the terms, conditions and codification of the AC Form 8050-1 Akre %Reeling:on ApelicNion.lo which this page is attached (the 'Apsicationl, (II) evasion* Intorrnalion set brief on the Areeloalen is true and cured as of INS date. and (Oh the Aoplicabon may be executed by the co-owners by executing seeerste couMereart signature pages each of velkh when so executed and di:Nimrod shall be an original, but al such counterparts shun together constitute but one end the same elealMefieet SDNY_GM_02761969 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248911 EFTA01332429 • • 1440it v1510 ;.113 "71NO 13 6 WU 82 AU CO. SDNY_GM_02761990 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248912 EFTA01332430 0 0 0 0 0 0 0 0 9 5 1 ATTACHMENT TO AIRCRAFT REGISTRATION APPLICATION citaild 5-F1-03 Reg If: 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.L1C 12.50% of 100% Shown on Original form hereto Colas, Inc. 6.25% of 100% Shown on Original form hereto Anthony Zingers 8:(srtSo.M. Zingale - 7.) Trustees 12.50% of 100% Shown on Origins) 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— 1,14.)*55co •CytiWtilit 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 41 2 4,6 7 9 10 Vice President of Raytheon Travel Air Acting as Attorney-in-Fact 43,5.8 By siring above, the applicant agrees and stipulates (I) lo the terms, conditions and certifcalion or the AC Form 8050-1 Aircraft Registration Appficaticn, to which this page 4 attached (the 'Applicatisni, (II) that all or the information set for on the Applicaticn is true and mewl as of this dale, and (ill) theAppecatIon may be executed by the co-owners by executing separate counterpart signature pages. each of which when so executed and delivered shell be an original, but all such counterparts shall together constitute but one and the same application. SDNY_GM_02761991 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248913 EFTA01332431 • • vV HO v 1)O 11.9 1113 12 6 al 8Z AEU £0. SDNY_GM_02761992 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248914 EFTA01332432 0 0 0 0 0 0 0 0 9 4 8 FOR PLVQVED cmt he. iita.C4 2( .1 :.. 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- CRIBED AS FOLLOWS: . UNITED STATES FE... i...i ;...nATION REGISTRATION ADMINISTRATION NUMBER N 793TA AIRCRAFT MANUFACTURER & MODEL RAYTHEON 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS 25Th DAY OF APR., 2003 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS • IN AND TO SUCH AIRCRAFT UNTO: Do Na Wrile In This Blodc FOR FAA USE ONLY NAME AND ADDRESS (IF INDIVIDUAL (S). GWE LAST NAYS. FIRST NAME. AND MIDDLE INITIAL.) PURCHASER EDWARD J. RAPPA 3.125% OF 100% 780 THIRD AVENUE, 5Th FLOOR NEW YORK, NY 10017 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD 0 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 RE (S) TITLE (TYPED OR PRINTED) ON INK) E CUTED (TYPED OR PRINTED) O-OWNE ,ALL SIGN.) SELLER FLIGHT OPTIONS, LLC VICE 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 (9192) (NSN 0052-00-629-0003) Supersedes Previous Edition 0314810154% 85.00 05/28/2003 SDNY_GM_02761993 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248915 EFTA01332433 • • V140/!?1)/0 lip .v.u o Il 6 WI 82 AN CO. SDNY_GM_02761994 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248916 EFTA01332434 FORM APPROVED OMB NO. 2120-004Z 11 A a -UNITEON, A S AME CA DEPARTMENT OF TRACIIPOF4DON -P Q 9 REDERAL AVIA11O114 AINIMIESTIUMOIRNIIKE NOTIRCINEV AERONAUTICAL COMER I' re. AIRCRAFT REGISTRATION APPLICATION CERT. ISSUE DATE UNITED STATES REGISTRATION NUMBER N 793TA AIRCRAFT MANUFACTURER a MODEL Raytheon 400A . SERIAL No. SO 1-r_L Alia ltri i4 4 FOR FAA USE ONLY TYPE OF REGISTRATION (Chock one box) 0 1. Individual O 2. Partnership O 3. Corporation i 4. Co-owner O 5. Gov't. O B. l'42n.Citizn Corporation NAME OF APPLICANT (Person(s) Shown on evidence of ownership. If Individual. ONO last name. first name. and middle "fiat) ii, 11.) Flight Options, LLC 3.12 % of 100% (:See Attachment AlLK-Ced ck-LK)-V:s TELEPHONE NUMBER:( ) ADDRESS (Permanent mailing addrises for first applicant SSW.) Flight Options, LLC Number and street: 761 RO Curti ca-141-4 gilt , Plairlinapty Rural Route: P.O. Box: CITY swats ZIP CODE Richmond Heights OH 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 false or dishonest answer to any question In this application may be grounds for punishment by fine and/or imprisonment (U.S. Code. Tub 10 Soc. 1001). 4111 liWE CERTIFY: CERTIFICATION II) That the above aircraft is owned by the undersigned applicant. who Is a citizen (including corporatIons) of the United Stales. (For voting trust. give name of trustee: ) or CHECK ONE AS APPROPRIATE: a. 9 A resident alien. w/th &Ilan regpippon (form 1-151 or Fenn 1-551) Na A non-citizen corporal/on organized and doing business under the laws of (state) b. O and sad aircraft Is based and primarily used in the United States. Records or flight hose am available for inspection at .. (2) That the aircraft is not registered under the laws of any foreign country: and (3) That legal avICICMCO of ownershIp is attached or has boon Med with the Federal Aviation Administration. NOTE: If executed for co-ownership all applicants must sign. Use reverse side it necessary. TYPE O RINT NAM LOW. SIG TIRE Slr.. TORE .. nn.8 Vice President of DATE ight Options, LLC Ck,...n..C)75 K S r ATURE TITLE *\:\ DATE a go SIGNATURE TITLE DATE NOTE Pending receipt of the Certificate of aircraft neastrason. the aircraft may be operated for a RONDE Pal In excess of 00 days. during which limo the PINK copy of this application must be carded In the aircraft. AC Form 8050-1 (12./90) (0052-00-828-9007) Supersedes Previous EdItien4y.„ _ .J.......”-, ..,... s evw wicAUrr' .t4gi 1 9 MO . avtweik TIME EXTEND F. SDNY_GM_027819M SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248917 EFTA01332435 4%O1,:: V )4..11 O 1.11E3 0t 1\8,14 £0 6S utt t1OO. !--; ' "1/4 SDNY_GM_02761996 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0024891S EFTA01332436 0 0 0 0 0 0 0 0 6 3 3 ATTACHMENT TO AIRCRAFT REGISTRATION APPLICATION dared R- °3 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 AnNhi.n4 Si it tE, 7. asets-sco... IYi. ttnefitiv•I' S 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 norm hereto 10.) McHale-Mattson Interests, LLC 3.125% of 100% Shown on Original loin 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 #3,5,6 Vice President of Flight Options, LLC for # 11 By storing above, the applicant agrees and stipulates (I) to the terms. cOndaiOnS and certification of the AC Form 8050-1 Aircraft Registration Application. to which INs page is attached (he 'Application". (II) that N of the trepanation set forth on the Application is True and correct as or Ws date and (III) the Application may be executed by the co-owners by executhg separate counterpart signature pages. each 01 vett when so executed and delivered shall be an original. but WI such counterparts shall together constitute but che and the same application. SDNY_GM_02761997 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248919 EFTA01332437 • 1.0 vtg."4 r° Igo:v:1p 6sIt U\3 01° 51' ..,4OVf`t€ •,- IS: se SOU'"ji SDNY_GM_02761998 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248920 EFTA01332438 r 0 0 0 0.0 0 0 0 6 0 4 ATTACHMENT TO AIRCRAFT RE, GISTFtATION & APPLICATION drajfedt Lk- trzyCS Reg #: N793TA Model: Raytheon 40OA SINit: 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 7.) "tit! inikskib - 12.50% of 100% Shown on Original form hereto 8.1 Robed Kerner 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: Dale: Vice President of Flight Options, LLC Acting as Attorney-in-Fact 1,2,4,6.7,9,10 (A-tb-D3 Vice President of Raytheon Travel Air Acting as Attorney-in-Fact #3.5.8 By sicyticsa above. the swam apron and stipulates (I) le the terms, conditions and certification of the AC Farm 10.50-1 Aircraft Registration Application, to ere this page Is attached (the Appricationl. (II) lhal allot the information set forty oldie Applwalion is twe and oared as of this dale. and (III) ma AppICIliOn may be executed by the c earers by executing Separate counterpart signature pages. each of earth when so executes, and delivered shall be an origami. Ise all such counterparts shall together constitute but ono and the same spelt—Vim. SDNY_GM_02761999 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248921 EFTA01332439 `400" 113 ° ALIO V•1 .1 £0. Og ZZ b34 Otn" 1O5:*.z.11-: a 14013.V SDNY GM 02762000 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248922 EFTA01332440 FORM APPROVED 0 0 0 0 0 0 0 - —I' 'iota i i, 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 RE DORDED UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CRIBED AS FOLLOWS: .2003 SEP ?9 PP1 3 33 UNITED STATES REGISTRATION 1 E',..i' i ' i_ A /IATION ADMI ISTRATION NUMBER N 793TA AIRCRAFT MANUFACTURER & MODEL RAYTHEON 400A AIRCRAFT SERIAL NO. RK-244 DOES THIS 19" DAY OF MAR., 2003 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS FNoi Write In This Block Do IN AND TO SUCH AIRCRAFT UNTO: OR FAA USE ONLY NAME AND ADDRESS (IF INDIVIDUAL (S), GIVE LAST NAME: FIRST NAME, AND MIDDLE INITIAL) PURCHASER MCHALE-MATTSSON 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 le DAY OF MAR.. 2003. NAME (5) OF SELLER SIGNATURE (S) TITLE (TYPED OR PRINTED) (IN INK) (IF CUTED FOR (TYPED OR PRINTED) 0-OWNER P. L MUST .) SELLER FLIGHT OPTIONS, LLC VICE PRESIDENT JAMES R. DAUTERMAN ACKNOWLEDGEMENT (NOT REWIRED 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_02762001 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248923 EFTA01332441 • V1100•O::Dv A.113 VI. 6s big c:(/' be HOU:: SDNY_GM_02782002 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248924 EFTA01332442 R 532 3 50aggiM AP2PROVED 0 0 0 0 0 0 0 0 6 9 0 UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION C0NVEVAICE AIRCRAFT BILL OF SALE - ry JED FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DEAN SE? 29 PM 3 33 CRIBED AS FOLLOWS: cut' „ELATION ' UNITED STATES f ;..;..i . REGISTRATION Ai:AMP,- TRMI0N 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 AND TO SUCH AIRCRAFT UNTO: Do Not Writs In ltisBlock 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 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 19" OF MAR., 2003. NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPED OR PRINTED) i IN I EXECUTED FOR (TYPED OR PRINTED) CO.OW tP, ALL T SIGN ) SELLER OSF INTERNATIONAL, VICE PRESIDENT OF INC. JAMES R. DAUTERMAN FLIGHT OPTIONS, LLC AS ATTORNEY IN FACT FOR OSF INTERNATIONAL, INC ACKNOWLEDGEMENT MOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VAUDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition 031001207149 85.00 04/10/2003 SDNY_GM_02762003 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248925 EFTA01332443 • VI4Olic1)10 1,113 V:1014V1)I0 6S IT Wfi OT 8dU CO. 13183211V 89 11311 I VVA arm SDNY_GM_02762004 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248926 EFTA01332444 MAY -19-2003 02:13 Pt 10131C2Et) A 1:12CTFO C3 3 2 445 688 3712 P.01 r 0 0 0 0 VU i 4 u 3 R062968 CONVEYANCE BILL OF SALE AMENDMENT RECORDED The Bill of Sale Identified in the FAA records as follows: 2003 SEP 29 PM 3 31 Dated: 12-31-01 .,:itiTION Recorded: 2-5-02 Document#: UU032664 ADMINISTRATION The undersigned parties hereby amend the above described BM of Sale document covering the following aircraft: SEE RECORDED CONVEYANCE N793TA Make: Raytheon NUMBER at/ o 3 2664 Model: 400A DOC ID 00/4 PAGE Serial Number: RK-244 THE BILL OF SALE IS AMENDED TO SHOW THE TITLE OF THE SELLER AS GENERAL PARTNER en^fa \ Dated this pit 01/4 day of 3.LL\ , 2003 SELLER: PURCHASER: Magnatech International, L.P. Raytheon Travel Air Company . Cf2tf.M Lasidassea Title: \liCfr___ iSefte1/4/14 OF Vice President tck$.. 0.12031219171 05.00 07122/2003 SDNY_GM_02762005 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248927 EFTA01332445 viYOgirixo VY:01-1111 )10 A.ttr; AJ 'C ‘7 ,.. •:+i•W1)10 Ge C bid 62 Ha wo 311u tue LI ZI Lid ZZ 1.11? uvii.t.Si)Thfi .1 s' Infj H4ul 037 7808IV au .. ;:i v1'2. SDNY_GM_02762006 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248928 EFTA01332446 U.S. DEPARTMENT OF TRANSPORTATION • , SEE CONVEYANCENO FEDERAL AVIATION ADMINISTRATION CROSS-REFERENCE-RECORDATION FILING DATE: This form is to be used in as 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 January 14, 2002 FROM DOCUMENT NO. SAMAIR INC (625% INTEREST) 5118267 RAYIBMID A%O2AFT CREDIT CORP (ASSIGNOR) To OR 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 registration number) I TOTAL ww,n3Frt INVOLVED _I N793TA ENGINES I TOTAL NUMBER INVOLVED 2 MARAS) SERIAL PRATT & WHITNEY FW-JT15D-5 NO. PCE-3A0256 PCP4A0251 PROPELLERS 1 TOTAL NUMBER INVOLVED MA/CE(S) SERIAL NO. SPAREPARTS -LOCATIONS I TOTALNUMBER INVOLVED LOCATION RECORDED CONVEYANCE FLIED IN: N793TA, RAYTHEON AIRCRAFT CO 400A, SERIAL RK-244 AC F RM11050-23 (0O2-00-532400m SDNY_GM_02762007 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248929 EFTA01332447 SDNY GM 02762008 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248930 EFTA01332448 3 0 0 0 0 0 0 ... 0 6 7 9 CO--17 RACC copy s118 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 ptrapbplifin unSler Flit 3 17 certain Promissory Note (hereinafter referred to as the "Promissory Note"), dated of even dale Berewith, and any renewals, extensions or changes in form thereof, and of any and all other indebtedness of Debtop c. g @rTION direct or indirect, absolute or contingent, whether now existing or hereafter arising, Debtor grals, security Interest In the following property and in all additions and accessions thereto and Aitiati 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-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 Debtor's 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 pre or take any action to collect or enforce the payment of any amounts which may have beeta pito:which it may be entitled at any time or times. SAMAJR, INC. Beechjet 400A, Jan-02 SDNY_GM_02762009 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248931 EFTA01332449 Vi401. 11)10 Ana v!,c...prin0 1,3 T Lid L 93d 20. E.Luo (131IA SDNY_GM_02762010 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248932 EFTA01332450 0 6 ;) 0 if par /5- • •• •• • n 0 0 0 0 0 0 • ' 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 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 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. 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 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 SAMAIR, INC. • Eleechiet 400A, Jan-02 SDNY_GM_02762011 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248933 EFTA01332451 SDNY_GM_02762012 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248934 EFTA01332452 0 0 0 0 0 0 0 0 6 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 mot 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 duo 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 SAMAIR, ING - Boothia 400A, Jan-02 SDNY_GM_02762013 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248935 EFTA01332453 g-5,-/-2- SDNY_GM_02762014 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248936 EFTA01332454 )F316763726 T-105 P.011/011 F-202 San-N-32 )2:56se F roalaytheon Al (Graf 000060006 .• Li a-r d KANSAS AT RT FOR THE DISTRICT OF ED STATES DISTRICT COU SEDGWICK COUNTY, EXCLUSIVELY IN EITHER THE UNIT DIST RICT COU RT OF THE EIGHTEENTH JUDICIAL TRIBUNALS. NOTWITHSTAN DING THE WICHITA, KANSAS, OR IN OF ALL OTHER COURTS AND OPTI ON) MAY KANSAS , TO THE EXC LUSI ON RAC C (AT ITS SOL E EVEN T AN "EVE NT OF DEFAULT SHOULD OCCUR OPR IATE IN ORD ER FOR ABOVE, IN THE MAY BE APPR DING IN ANY JURISDICTION AS SENT AND AGREE INSTITUTE A LEGAL PROCEE PAR TIES HER EBY CON OF THE COLLATERAL THE RACC TO OBTAIN POSSESSION RTS IN SUCH PROCEEDINGS. SUB JECT TO THE JURI SDIC TION OF THE AFORESAID COU TO BE sion affect the validity of any other provi ability of any provision hereof shall not 15. Enforceability. The unenforce hereof. , agents and attorneys-in-fact, s of Debt or hereunder shall bind the heirs ral. All 16. Binding Agre eme nt All oblig ation liabilities shall be joint and seve If there be more than one Debtor, their successors and assigns of Debtor. esso rs and assig ns. to the benefit of Its succ rights of RACC hereunder shall Inure ut the st In this Security Agreement witho its Assi gnm ent RAC C may trans fer or assign all or any part of its intere encu mber or conv ey any of 17. fer, . Debtor shall not sell, assign, trans consent of RACC. consent of Debtor or any other party ut the prior writte n rity Agreement witho Interests In the Collateral or In this Secu Governing Documents constitute rity Agre ement, the Promissory Note and the no 18. Entire Agre eme nt This Secu the subject matter hereof. There are among the parties with respect to forth herein. Neither this the entire agreement between and warra nties not expre ssly set representations or s verbal understandings, agreements, y Note shall be changed orally, but only by writing signed by the partie Security Agreement nor the Promissor hereto. Y UNDERSTANDS ALL OF THE THAT DEBTOR HAS READ AND FULL EXECUTION HEREOF, THE DEBTOR HEREIN ACKNOWLEDGES SECURITY AGREEM ENT. BY TERMS AND CONDITIONS OF THIS ED TO EXECUTE THIS SECURITY THAT HE/SHE IS DULY AUTHORIZ UNDERSIGNED HEREBY CERTIFIES ED BELOW. AGREEMENT IN THE CAPACITY STAT Executed this day of 2002, at Wichita, Kansas. Debtor: NIA Debtor Sarnai N/A (flue) (tine) (signature) (signs Address: N/A Address: 255 Primers Blvd., Suite 332. Lake Mary, FL 32746 ATION RAYTHEON AIRCRAFT CREDIT CORPOR By: RACC President David A. Davis, Vice SA AIR. INC. - BeedVoi 400A. Jan-02 015 GRAPHS 7, 8, 9, 10 , SUBJECT TO PROTECTIVE ORDER PARA an2 d 17 SDNY15,0276 EFTA_00248937 EFTA01332455 V401-tY•11•.:9110 A J.13 ••., hZ I Ida L 934 20. 631t.. SDNY_GM_02762016 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248938 EFTA01332456 0 .0 0 0 0 0 0 0 6 5 3 (I a- FAA ASSIGNMENT (TO BE USED FOR ADDITIONAL ASSETS - LOANS) ASSIGNMENT (the 'PAA Assignment'), executed by RAYTHEON AIRCRAFT CREDIT CORPORATION, a Kansas corporation (MIMI"), 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 "MS). 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_GM_02762017 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248939 EFTA01332457 V:404:1NO All0 ":`'1Ye 1,2 I Wd L 933 20. • 7-:. V VA 0.11;3 SDNY_GM_02762018 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA (X1248940 EFTA01332458 0 00 0 0 0 0 0 6 3 4 a -7 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 : Vice Prost eat David A. Davis Dated: January 15. 2002 2 SDNY_GM_02762019 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248941 EFTA01332459 SDNY_GM_02762020 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248942 EFTA01332460 3 0 0 0 0 0 0 0 6 3 3 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 Aereemed) 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, NA and Credit Suisse First Boston, as Co- Syndication Agents, and each Administrative Agent referred to therein. WHEREAS, pursuant to that certain contact (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 " craft") 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 Aereemenfl; 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 procerAs 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 thereat the Seller has agreed to execute this FAA Assignment; NOW, THEREFORE, in consideration of the foregoing, the Seller hereby agrees as follows: SDNY_GM_02762021 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248943 EFTA01332461 SDNY GM 02762022 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248944 EFTA01332462 C/2 -3 S 0 0 0 0 0 0 0 0 6 3 2 • 1. For value received, the Seller hereby sells, assigns and transfers, effective on and as of January 15. 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, THE LAWS OF THE STATE OF NEW YORK. 2 SDNY_GM_02762023 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248945 EFTA01332463 SDNY_GM_02762024 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248946 EFTA01332464 0 o 0 0 0 0 0 0 6 a 7 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 le: Vice resident David A. Davis Dated: January 15. 2092 3 SDNY_GM_02762025 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248947 EFTA01332465 V40,IV1."0 A.LIO 1,3 T Wd 1. Ed 2u. gal • .. SDNY_GM_02762026 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248948 EFTA01332466 FORM APPROVED . . n 6 7 / OMB No. 2120.0042 1 •atrITY ASTAYeb 004.4ER/a DEPARTMENT OF TRANSPOR TATION Ll 1.-- _. AIRCEtAFT REGISTRATION APPUCATION CERT. ISSUE DATE UNITED STKIES pj 793TA - REGISTRATION NUMBER III Ainca ntrylictaN5 93,0 43fItompany Beechjet 4OOA t S AIRCRAFT SERUM. No. rim 0 4 RK-261-4 FOR FAA USE ONLY TYPE OF REGISTRATION (Check one box) 0 1. Individual 0 2 Partnership 0 3. Corporation oyac Co-owner 0 5 Eimet. 0 8. N°^4171thre" NAME OF APPUCANT (Person(s) shown on evidence of ownership. tf Individual. isve__ name. NM name: and middle Initial) 1. Samair, inc_ WN . ING do address below an undivided 6.25% interest e l 2.- See Attachment owning the interest shown on 316 676-8000 the attachment TELEPHONE NUMBER: ( ) ADDRESS (Permanent mailing address for lest apParterl Wad-) 101 South Webb Road S and street Rural Route: P.O. Box: CITY I STATE I ZIP CODE 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 else or dishonest answer to any question In (Na application may be grounds foe punishment by fine and tor imprisonment N.S. Code. Tide IS. Sac. 1001 ). • CERTIFY: CERTIFICATION (1)«etheUnited eat above States. Is owned by the undersigned NaTicarti: who Is a *Thin Onatagna OareOrat;OrtS) (For voting trust, give name of busies: ) or: CHECK ONE AS APPROPRIATE: a. ID A ma dent alien, with alien roolstranon (Forte 1-151 or Form 1-551) No. b. CI A non-dtaan mrporatorm otganited and doing bustrioas under the taws of (state) and said alronalt is based and primailty used In the Untied States. Records or fIght hours we available for inspection at (2) That the Mcrae Is not registered under the taws of any foreign counbY: end (3) That legal evidence of ownership Is attached or has been filed with the Federal Aviation Administration. NOTE: If executed for co -ownership all applicants must sign. Use reverse side if necessary. TYPE OR PRINT NAME ICI TU SIGNA RE TITLE OATS LS i- g 5x esirterwer r5 " . /1 .46,2t:; - N••=.g Mar s ttachment TITLE ATE g I- w r =cn i SIGNATURE TITTLE DATE NOTE Pongee receipt of to Certificate of Akcraft Registration. the aircraft may be operated for a period not In excess of 90 days. during which time the PINK copy of this mutt he culled in meteesea "MAP C=CIT" NZ AC Form 80504 (12/90) (0052-00-628-9007) Supersedes PAREektrie EXP 0 03 0:2-. 4f)../ 3944 tn rs SDNY_GM_02762027 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248949 EFTA01332467 4 I -- • VIAO',1";11'.O A...113 bid L 93 Z0. 1 3-) 5.7."*.IttEis SDNY_GM_02762028 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248950 EFTA01332468 0 0 0 0 0 0 0 0 6 7 3 •. . -*" ATTACHMENT TO AIRCRAFT REGISTRATION APPLICATION N793TA Reechiel 400A Serial: RK-244 Name of atmlicant: 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 U/A/D 3/6/97 9.) OSF International, Inc. 6.25% Shown on original form hereto 10.) Robert Knitter 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 I 1 1.5 1Oa.. Karen S<ddnkins By signingabove, the applicant agren and stipulates (I) to the 'emu, conditions and certification of the AC Form 80504 Aircraft Registration Applmtion, to width this page Is anathed (the "Application"), (U) that aft of the information set forth on theApplication is true and correct as of this date, and (ii) the Application may be executed by the cournmem by executing separate counterpart signature pages, oath of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but the same application SDNY_GM_02762029 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248951 EFTA01332469 VNOFt'7 T;:0 /.113 r..!•?!''="1'; 0 63 Z hid L 93d ZO. SDNY_GM_02762030 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248952 EFTA01332470 .. • IMBED STATES OF MAINCOV 0 i) II US DRARTNINT OF TANCPORTATON TEDOAL AVIA N AMMIISMTION" I 0 n V k 7 • 4.• 1 ,J qt -( P P 0 1. 9 6 7 U FORA APPROVED WS NO. 21200042 AIRCRAFT BILL OF SALE 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 CONVEYANCE RECORDED REGISTRATION NUMBER N793TA AIRCRAFT MANUFACTURER S MODEL Raytheon Aircraft Company Beechjet 400A AIRCRAFT SERIAL No. 2082 PM 4 PP1 2 09 RK-244 DOES THIS 15th DAY OF January 2001 FEDERAL AVIATION HEREBY SELL GRANT. TRANSFER AND DELNER ALL RIGHTS. TITLE. AND INTERESTS IN AND TO AN UNDIVIDED ADMINISTRATION Do Pk. Wale Wino So 6.25% INTEREST IN SUCH AIRCRAFT UNTO: FOR FAA USE ONLY NAME AND ADDRESS OF DRWIDUANS). en LAST RUM MST NAMII. AND 24DOLE MTN-) OWNING g an undivided 6.25% Interest ;a Samair, Inc. do 101 South Webb Road 0 Wichita, KS 67207 cd A. DEALER CERTIFICATE NUMBER AND TO EXECUTORS. ADMINISTRATORS, AND ASS/ONS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER AND WARRANTS THE 1TME TOEFLEOF IN TENID4ONY wHIMEOF MR HAVE Sr OUR HAND AND SEAL THIS 1561 DAY OF January 2001 NAME (S) OF SELLER SIGNATURE (S) TITLE Inn Oft PRAM) In 00007CCENTED (MEDD& PADDED) ROA 4:O-OMCCRSHIA ALL MOST um) 04 MI Raytheon Travel Air Company Karen S. Jenkins ad Sr. Contracts Manager .1 ea % cn ACKNOWLEDGEMENT PDT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER, MAY BE REQUIRED BY LOCAL LAW FOR vAuorrr OF THE INSTRUMENT.) ORIGINAL: TO FAA 020302330213 S5-00 02/07/2002 SDNY_GM_02762031 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248953 EFTA01332471 v1.1O1,111c-k:-.O z13. ka 1.. a • SDNY_GM_02762032 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248954 EFTA01332472 SW FORM APPROVED - O .O O- n OMB No. 2=-0042 7 • UNITER STATES OF AMERICA DEPAF/TMENT OF TRAMP'S/fill-COP,' FEDERAL AVIAMON ADINMSTR•31014-SE IdONRONEY AEROMAIIIICAL. CENTER AIRCRAFT FIEGLSTRATON APPIJCATON .4` . CERT. ISSUE DATE 39 -3 METED STATES REGISTRATION NUMBER N 793TA AIRCRAFT MANUFACTURER a MODEL Raytheon Aircraffr Company Beechjet 400A AIRCRAFT SERIAL No. UU FEB 0 5 2002. RK-244 FOR FAA USE ONLY TYPE OF REGISTRATION (Chock ano box) 0 1. Incfividtial 0 2. Partnership 0 3. Corporation IOC Co-owner 0 S. Gov't_ 0 8. m i en NAME OF APPLICANT (Person(s) shown on evidence Of ownership. attn.:lb/dual. give last name. first name. and roldcar. litaL) 1. Raytheon Travel Air Company OWNING 0 c/o address below an undivided 6.25% Interest 2.- See Attachment the interest as shown on the attachment TELEPHONE NUMBER: ( 316) 676-8000 ADDRESS (Permanent mailing oddness for rust apt:Beard fisted.) Number and street 101 South Webb Road Rural Route: P.O. Banc CITY STATE ZIP 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. -A false or crehonost answer to any quesnon In this application may be grounds for punistenent by fine and/or Imprisonment (U.S. Code Teo 10. Ser- 1001). III CERTIFICATION (1) That the above aircraft is owned by the undersigned applicant, who is a citizen finclucfing corporations) of the United States. (For voting trust. give name of tnmerr ) or CHECK ONE AS APPROPRIATE: a. 0 A maldont alien, with alkm registration (Fon 1-151 or Form 1-551) No. A non-di zen eorpormion organized and doing business under the laws of (ROW O. 0 and said aircraft Is based and primarily used In the Untied States. Records or tight hoist are available for inspection at (2) That the aircraft is not registered under the laws of any foreign cots ay: and (3) That legal evidence Of ownership Is aliached or has been Sod with the Federal Aviaden Administration. NOTE: If executed for co-ownership all applicants must sign. Aso reverse side if necessary. TYPE OR PRINT NAME BELOW SIGNATURE SIGNATU . TOLE DATE EACH PART OF THIS 1. en . Sr. Contracts Manager 12/31/01 SIGNATURE TITLE DATE APPLICATION MUST 2.- See Attachment SE SIGNED IN INK. SIGNATURE TITLE DATE NOTE Pending receipt of to Cedlecale of Aircraft Registration. the aircraft may be operated for a period not In excess of 90 days, during which dine the PINK copy of this apploation must be carded In the alrecalL • AC Form 80501 (12/90) (0052-00-628-9007) Supersedes Previous Edition SDNY_GM_02762033 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248955 EFTA01332473 • VI-1O1-1r731O A.1.1O 1-'1,-P)'!'t-11,,) OT TC on TO. SDNY_GM_02762034 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248956 EFTA01332474 1. •• 0 0 0 0 0 0 0 0 3 7 0 ATTACHMENT TO AIRCRAFT REGISTRATION 34-1 APPLICATION ii/793TA Beech et 400A Serial: RH-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.) RBI 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 U/AfD 3/6/97 9.) OSP International,IOC 6.25% Shown on original form hereto 10.) Robert Kettler 6.25% Shown on original form hereto Slaostarer Title: Date: 2.10.) Senior Contracts Manager of Jenre) Raytheon Travel Air Company Acting as Attorney-in-Fact I 1,1 3I lot ren S. By signing above, the applicant agrees and stipulates (1) to the terms, conditions and certification of the AC Fonts 8030.1 Aircraft Registration Appication, 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 (BB the Application may be executed by the ce-onecrs 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_02762015 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248957 EFTA01332475 VHOUV1M0 1.110 t. '101-PIT:;0 20 OT lilt) IC 030 To< SDNY_GM_02762036 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248958 EFTA01332476 FORM APPROWO . . WIRED STATES at DEMITMENT OF IlLAISNATATION FlItt al AMISTAIONO 0 3 6 8 OMB ?O. 2120t0e An:faun BILL OF SALE FOR AND IN CONSIDERATION OF S I & OTHER VALUABLE 1 U U032664 38-I CONSIDERATIONS THE UNDERSIGNED OWNERS) OF AN UNDIVIDED INTEREST IN THE LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DECIRTRED AS FOLLOW& UNTIED STATES REGISTRATION NUMBER N793TA CONVEYANCE RECORDED - AIRCRAFT MANUFACTURER A MODEL Raytheon Aircraft Beechfet 400A AIRCRAFT SERIAL No. RK-244 2002 FEB 5 P('l 1 51 DOES THIS 31St DAY OF December, 2001 HEREBY SELL GRANT, TRANSFER AND DEUVER ALL FEDERAL AVIATION I RIGHTS, TITLE, AND INTERESTS IN AND TO AN UNDIVIDED 6.25% INTEREST IN SUCH AIRCRAFT UNTO AigialtbliM NAME AND ADDRESS (11IXONIDUAL(S).13WE LAST Kall:R.ST ROM AND MIDDLE W:111AL) OWNING g an undivided 6.25% Interest Raytheon Travel Air Company 101 South Webb Road Wichita, KS 67207 a. DEALER CER1WICATE MIMBER AND TO EXeCuTORS. ADIGNISTRATORS. MO ASSIOMSTO MVE AND TO HOLD T TIO SAID AIRCAR FOREVER. AND W 11TLE TICEPEOF IN =simony WHEREOF wE HAVE SET OUR HAND AM) SEAL. THIS 31st DAY OF December, 2001 NAME (S) OF SELLER SIGNATURES) TITLE CMSOR MIMEO) ON On (WIZOXIMIO (TYPED cot mamma PDX 4:OO1.161a AIL MIST a CO Magnatech International, L.P. J2 . .g2 ..9.ni ri f ACKNOWLEDGEMENT GOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER. MAY BE REQUIRED EY LOCAL JAW FOR VALIDIff OF THE INSTRUMENT.) ORIGINAL: TO FAA I 013651010595 55.00 22/32/2001 . _ SDNY_GM_02762037 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248959 EFTA01332477 38 VUOHV1)10 All0 VY0:111M 30 OT IN T£ 330 TO. VV.: SDNY_GM_02762038 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248960 EFTA01332478 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 Security Agreement 9/25/2001 FROM DOCUMENT NO. Robert Rattler G000258 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 NI WARR INVOLVFD 1 N793TA • ENGINES I TOTAL NUMBER INVOLVED 2 MAKE(S) SERIAL P Sc V7 )TI5D-5 NO. PCE4A0256 PCB-7A0257 PROPELLERS I TOTAL NUMBER INVOLVED MAKE(S) SERIAL NO. SPARE PARTS -LOCATIONS I TOTAL NUMBER INVOLVED LOCATION RECORDED CONVEYANCE PILED IN: N793TA Raytheon Aircraft Company 400A, Serial II RR-244 AC 8050-23 (1-96) 05240 SDNY_GM_02 762039 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248961 EFTA01332479 57-a SDNY GM 02762040 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248962 EFTA01332480 'I 0 0 0 0 0 0 000 0 2 5 8 2 2 0 RACC copy . SECURiTY AGREEMENT 00 ; VANCE 7 flEA"DED Raytheon Aircraft Credit Corporation NOU 27 firl 7 42 1. Grant of Security Interest. To secure the payment of the indebted-dais. due. Ftlithrlda lAircraft Credit Corporation (hereinafter referred to as "RACC) by Robert Kettler (hereinafterieferredtr ga,minor) 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 18101•42; 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 -KW) 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 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 Debtor's 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 Debtor's 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 Goveming 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. 012841406011 815.00 10/11/2001 ROBERT KE1TLER. Sep-01 SDNY_GM_02762041 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248963 EFTA01332481 • : ‘,37'I %%IOW/IMO All3 V140HVIHO SS T bid TT 100 TO. E8 NOI1V NiSlO321IV Z015.1%, VV3R11,7, C31H SDNY_GM_02762042 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248964 EFTA01332482 0 0 0 0 0 0 4 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 interesttherein. 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 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. 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 Runes. SeP-01 EDNY_GIA_02762043 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248965 EFTA01332483 SDNY_GM_02762044 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248966 EFTA01332484 37 -13 ) 0 0 0 0 0 0 I 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 Debtor's address, as shown herein, at least twenty (20) days before the lime 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 ail 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 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 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 bo attached or replevied. 12. Taxes. Debtor will promptly pay, or cause to bo 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 KETTLER, Sop41 SDNY_GM_02762045 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248967 EFTA01332485 VI-10HV1H0 A1.13 VI-1014V1)0 SS T bid IT 130 TO. ES t40117EIS!93EliVEOEIV VV3 03113 SDNY_GM_02762046 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248968 EFTA01332486 c_5- 7— ) 0 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 .25_ day of Sptecher 2001, 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: David A. Davis, Vice President ROBERT KEMER, SDNYGM02762047 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248969 EFTA01332487 37 --rd • VHOHV1N0 A11O VHOIMUO SS T Wd II 100 TO. FOIIVtilS10321 liVi13?.17 03114 SDNY_GM_02762048 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248970 EFTA01332488 cg 7-- '3 0 0 0 0 0 0 I 2 2 4 FAA ASSIGNMENT (TO BE USED FOR ADDITIONAL ASSR i s - LOANS) ASSKiNMENf (the "FAA Assignment), executed by RAYTHEON AIRCRAFT CREDIT CORPORATION, a Kansas corporation ("fie"), 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 Agreements') between RACC and Raytheon Aircraft Receivables Corporation, a Kansas Corporation (the "Buyer's). INE as Eat': WHEREAS, RACC, pursuant to a certain contract ("Contact) 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 September 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 benefit& 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_02762049 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 3, 9, 10, 15, and 17 EFTA_00248971 EFTA01332489 SDNY_GM_02762050 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248972 EFTA01332490 <37- 7 0 0 0 0 0 0 1 2 2 S 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 President David A. Davis Dated: &Wernher 25.2001 2 SDNY_GM_02762051 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248973 EFTA01332491 Co SDNY GM 02762052 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248974 EFTA01332492 ) 0 0 0 0 0 0 1 2" '2 6 c57 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. EITNESSEILI WHEREAS, pursuant to that certain contact (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 Contact, 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_02762053 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248975 EFTA01332493 3/- SDNY_GM_02762054 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248976 EFTA01332494 ) 0 0 0 0 0 0 2 2 7 97-3 2 • 1. For value received, the Seller hereby sells, assigns and transfers, effective on and as of Sentember 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 SDNY_GM_02762055 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248977 EFTA01332495 SDNY_GM_02762056 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248978 EFTA01332496 1 0 0 0 0 0 0 1 2' '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: Title• Vice Prest ent David A. Davis Dated: September 25. 2001 3 SDNY_GM_02762057 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248979 EFTA01332497 •. ' L57 VI4014V1X0 A113 V W:,14 ,71:.!!) SS T Wd TT 100 TO. SE t:011VSI Li VrA NINA 0311:1 SDNY_GM_02762058 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248980 EFTA01332498 FORM APPROVED OMB No. 2120-0042 1 U IMMO IZIATEStabr AlligiTICAI dEPARiMENT4F TRANSPOMATION FEDERAL avtxnou AbustastuanON-taxa MO/MONEY AERONAUTICAL. CENTER AIRCRAFT REGISTRATION APPLICATION 6 -3 - UNITED STATES REGISTRATION NUMBER ' N 793TA CER*LE DATE AIRCRAFT MANUFACTURER & MODEL I' .. Raytheon Aircraft Company Beechjet 400A 4140 OCT 3 0 201 AIRCRAFT SERIAL No. RK-244 FOR FAA USE ONLY TYPE OF REGISTRATION (Chodc one box) 0 T. IndlvidUal O 2. Partnership O S. Corporation )4. Co-owner O 5. Gov't. O 8. Non-Citizen NAME OF APPLICANT (Person(s) shown on evidence of ownership. If Individual. give last name. first name, and mkktle Initial.) 1. Robert Kettler ' OWNING 410 do address below an undivided 6.25% Interest 2.- See Attachment owning the interest shown on TELEPHONE NUMBER: ( 316) 676-8000 the attachment • ADDRESS (Permanent malting addri= for first applicant listed.) Number and street 101 South Webb Road Rural Route: P.O. Box: CITY STATE ZIP 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 bo completed. A false or dishonest answer to any question in this application may be grounds for punishment by fine and/or imprisonment (U.S. Code, Mae 18, Soc. 1001). 41. AWE CERTIFY: CERTIFICATION (1) That Um above aircraft ls owned by the undersigned applicant, who Is a citizen (including corporations) of the United Slates. (Poe voting trust give name of trustee: ) or CHECK ONE AS APPROPRIATE: a. O A resident alien, with alien registration (Form 1-151 or Form 1-551) No b. O A non-citizen corporation organized and doing business under the laws of (state) and said aircraft is based and primarily used In the United States. Records or flight hours are available for Inspection at (2) That the ainzraft Is not registered under the laws of any foreign country; and (3) That legal evidence of ownership is attached or has boon filed with the Federal Aviation Administration. NOTE: If executed for co-ownership all applicants must sign. Use reverse side it necessary. TYPE OR PRI TORE SIGNATUR TITLE DATE EACH PART OF THIS 1. SIGNATURE Veit itiettve TIRE €r- as-01 DATE APPLICATION MUST 2.- See Attachment BE SIGNED IN NEC SIGNATURE TITLE DATE NOTE Pending receipt of the Certificate of Aircraft Reel tration. the Baden may be operated (Or a period not In excess Cl 90 days, during which Ume the PINK copy of this application must be carried In the aircraft P et.• •t.. ^a , L•••••.0 R lam. 1,4 Car fe ll AC Form 8050-1 (12/90) (0052-80-628-9007) Supersedes Previousniace TO -E).:PiRE // -;.9-9-0/ T 0/4 ez/J SDNY_Gid_02782059 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_0024898I EFTA01332499 • 'VS-1O1-1,V1)1O -101-1V:010 A110 'V V SS T II 130 TO. alSiO37:1•3:3',/ ':.11%/ ze C2:11:O1 SDNY_GM_02762060 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248982 EFTA01332500 ) 0 0 0 0 0 0' I 2' I 9 ATTACHMENT TO AIRCRAFT REGISTRATION APPLICATION N7937:4 Beechiet 4004 Serial: RE-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 Koziol( & David L. Thun, general partners 6.) SL Wings, LLC 6.25% Shown on original form hereto 7.) AIRCAP, LLC 123% Shown on original form hereto 8.) Colas, Inc. 6.25% Shown on original form hereto 9.) Anthony Zingale and Teresa M. Zingale 123% 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 Sipoatures: Title: Date: 2-10.) Senior Contracts Manager of Raytheon Travel Air Company Werreala Acting as Attorney-in-Fact 9/25101 Karen S. Je By signing above, the applicant agrees and stipulates (I) to the terms, conditions and certlfkation of the AC Form 6050-1 Aircraft Registration Apple-Allem, to which this page is attached (the"Application”), Op that all of the Information set forth on the Application is true and correct as of this date, and (M) the Application may be executed by the to-ownen by executing separate counterpart signature pages, each of which when so executed and delivered shall be an original, but all such counterparts shell together constitute but one and the tame application SDNY_GM_02762061 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0O248983 EFTA01332501 , 3(E, V140HV1U0 AlIO VI-JOHVV.i0 SST Wd TT 100 TO. NOILVS1S19321 .1.JVH04;7 SDNY_GM_02762062 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248984 EFTA01332502 I US. DEMOTION°OTTAN uN,TED.TAT I:MTN:Ii N ssti caa Tumor.iso TION0 r 2 I 7 405285 9 TOM APPROVED CM, NO.21200342 AIRCRAFT BILL OF SALE FOR AND INCONSIDERATION OF S I & OTHER VALUABLE I CONSIDERATIONS THE UNDERSIGNED OWNER(S) OF AN - UNDIVIDED INTEREST IN THE LEGAL AND BENEFICIAL 71TLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: CONVEYANCE RECORDED UNITED STATES REGISTRATION NUMBER.N793TA AIRCRAFT MANUFACTURER 8 MODEL Raytheon Aircraft Company Beechjet 400A 21101 OCT 30 Prl 2 31 AIRCRAFT SERIAL No. RK-244 FEDERAL AVIATION DOES THIS 25th DAY OF September 2001 ADMINISTRATION HERESY SELL GRANT. TRANSFER AND DELIVER ALL TITLE, AND INTERESTS IN AND TO AN UNDIVIDED DO WNW° N Ms Sock 6.25% INTEREST IN SUCH AIRCRAFT UNTO: FOR FAA USE ONLY NAME AND ADDRESS (rsINDIVIWAL(s).0wilUSTI:AVE FIRSTNAME. AND WV= INITIAL) OWNING an =divided 6.25% Interest Robert Kettler do 101 South Webb Road Wichita, KS 67207 5 DEALERCERTIFICATE NUMBER AND TO ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER. AND WARRANTS THE TITLE THEREOF. arrEsamoNy vnanop wE HAVE SET OUR NAND AND SEAL THIS 25th DAY OT September 2001 NAME (S) OF SELLER SIGNATURE (S) TITLE (TIRE OR PRINTED) INKRIP tacuito (MEV ORmama) FOR MT COVADERSIOA ALL MUST slag eiy e I Raytheon Travel Alr Company Karen S. Jenkin i Sr. Contracts Manager ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER. MAY BE REQUIREDBY LOCAL LAW FOR VALIDITY OF THE rNSTRUMIDIT.) 012841406011 55.00 10/11/2001 ORIGINAL: TO FAA SDNY_GM_02762063 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248985 EFTA01332503 VII0HV1X0 Ally VROHV1.`40 SS I LW TT 100 TO. 219 1:011VNISIO3II .1.47eolr: V VA HUM 03113 SDNY_GM_02762064 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248986 EFTA01332504 FORM APPROVED - • - Fly G OMB No. 2120-0042 ' . 4--' liiiitED btATES‘ECF Aki/3141CA latPAR)14ENT" oF TFUSISPOFitATIOIT • FEDERAL AVIATION AOIClaSTarm0H-maat IISONROICEY AERONAUTICAL CANTER . AIRCRAFT REGISTRATION APPLICATION OEFt.T. ISSUE. DATE - UNITED STATES REGISTRATION NUMBER NI 793TA AIRCRAFT MANUFACTURER & MODEL &-.--i---5 AIR II yth2nn Ai Treaf . SERIAL No. 1. rranpany j3rocte-hicnt- META K JUL 1 8 2001 FOR FAA USE ONLY IRK-244 TYPE OF REGISTRATION (Chock one box) 0 P. on-Oaten CI 3.- Corporation . TM. Co-owner b 6. Gov't. 0 1. Individual CI 2. Partnership If Individual, give last name. first name. and middle Initial) NAME OF APPLICANT (Penson(a) shown on evidence of ownership. • 1. Raytheon Travel Air Company OWNING c/o address below an undivided 6.25% interest 2.-t 0 See Attachment owning the interest as shwon on the attachment TELEPHONE NUMBER: ( 316 ) 676--Anno . ADDRESS (Permanent mailing address for Snit applicant fisted.) Number and -Peet: 1m Snitch Wahl.. Retold' P.O. Ber. . Rural Route: STATE ZIP CODE CITY Wichita KS 67207 ADDRESS 0 CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ATTENTION! Read the following statement before signing this application. This portion MUST be completed. for punishment by fine end r or imprisonment A false or dishonest answer to any question In this application may bo grounds S. Code. Tine le. Sao 1001). CERTIFICATION UWE CERTIFY: (1) That the above aircraft is owned by the undersigned aPPaaanti who is a citizen Onekaling CorPeratlens) of the United States. - ) or (For voting trust, give name of trustee: CHECK ONE AS APPROPRIATE : 1-551) No a. ID A resident alien, with alien registration (Form 1-151 or FORT a ID A non-citizen corporation organized and doing business under the laws of (state) or Right hours are available for and said sm elt Is based and primarily used In the United States. Records inspection at and - (2) That the simian Is not registered under the laws of any foreign **until': been filed with the Federal Aviation Admesstration. (3) Thal legal evidence of ownership is attached or has sign. Use reverse side If necessary. NOTE: If executed for co-ownership all applicants must TYPE OR PRINT NAME BELOW SIGNATURE • . TITLE DATE SIGNA EACH PART OF NS si Sr CrintrArtg Manager 1/1O/O1 1 - TITLE ' DATE SIGNATURE APPUCATION MIST 2.- 10 See Attachment BE SIGNED IN INK TITLE • DATE SIGNATURE operated fora period not In eloaelia ci 90 NOTE Pantang receipt of the Certificate of Aircraft Registration, the aircraft may be during which time the PINT( copy or this algaCeden must be anted in the aircraft. days, AC Form 8050-1 (12/90) (0052-00-628-9007) Supersedes Previous Edition Coel:p 147- SDNY_GM_02762065 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248987 EFTA01332505 VP40/41/1)10 A110 v."191-privo 9I 01 WU • 2T-Nnr as N0LI.Vai.Si.".38 _LVF.1O21/V VV:1 /11.11e, 0311:.1 SDNY_GM_02762066 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248988 EFTA01332506 0 0 0 0 0 0 0 0 9 ATTACHMENT TO AIRCRAFT RgIARATION APPLICATION P1793T4. peechlet 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 Sienatures: Title: Date: 2-10.) Senior Contracts Manager of Raytheon Travel Air Company Acting as Attorney-in-Fact 3 /3O/en By signing above, the applicant agrees and stipulates ro to the terms, conditions and certification of the AC Form 8050-1 Aircraft Registration Appication, to which Ibis page Is attached (the "Application"), Oft 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 counterparts shall together constitute but one and the same application SDNY_GM_02762067 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248989 EFTA01332507 54 VIIOHTINO All3 VIIMHVINO 9T 01 WY 21 NIP HOZ H8 NOLINUIS10311 I3V8080/ V1/4 03114 SDNY_GM_02762068 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248990 EFTA01332508 WOW SPAT OF PERIP6 n US IMPARTHENT OF TRANSPORTATWMWEIW.MARTIONDDMINOTRA et le n a Q 9 2 9 1 K030853 FORM APPROVED OMB NO 21204042 AIRCRAFT BILL OF SALE EOR AND IN CONSIDERATION OF S 1 & OTHER VALUABLE CONSIDERATIONS TIE UNDERSIGNED OWNER(S) OF AN UNDIVIDED INTEREST IN THE LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: 35 - 1 UNITED STATES CONVEYANCE RECORDED REGISTRATION NUMBER N793TA AIRCRAFT MANUFACTURER & MODEL Raytheon Aircraft Company Beechjet 400A AIRCRAFT SERIAL No. 2081 JUL 18 tin 7 13 RK-244 DOES THIS 5 a l t:tAY OF March 2001 FEDERAL AVIATION HEREBY SELL GRANT, TRANSFER AND DELIVER ALL ADMINISTRATION RIGHTS. TITLE, AND INTERESTS IN AND TO AN UNDMDED Do Hot Wnla Si DU exit 6.25% INTEREST IN SUCH AIRCRAFT UNTO: FOR FAA USE ONLY NAME AND ADDRESS (IP DANYUXIMO(,DVE EAST /manor Ema.mioPAOOLE INITIAL) OWNING PURCHASER an undivided 6.25% Interest Raytheon Travel Air Company 101 S. Webb Road Wichita, KS 67201 DEALER CERTIFICATE NUMBER AND TO CASH AMEOUTOHIVADMMEIPMENCH AND ASSIGNS TO HAVEAND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER. AND WARRANTSTl IN TESTIMONY DIORFOP WE NAVE SET OUR HAND AND SEAL MSC) DAY OF th- March 2001 NAME (5) OF SELLER SIGNATURE (S) TITLE (WHOA MIME we OMIT CRECY= (MEOCA MOIR) FOR CDOWNERMUA ALL MUST NCO SELLER Morteza Ejabat. Trustee of the e _....---- Morteza Elabat Trust /A-6 4 5 i-F-ra-- ACKNOWLEDGEMENT NOT REWIRED FOR PURPOSES OF FAA REGORGING: NOWEVEIL MAY BE REOUIRED BY LOCAL LAW FOR VALM/TY rW TILE PECTIN MPNT I CERTIFIED COPY TO BE RECORDED BY FAA ORIGINAL: TO FAA ons3,tion /5.0. 0/216 "Pr SDNY_GM_02762069 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248991 EFTA01332509 vivournio ALIT 91 01 Wel 71 NIT IOU I hereby certify. that I have compared the fore- N8 NOI.I.ValSteaa I dVelOillY VV.4 HSU.t 03"Ild going with the original and it is a true and correct copy thereof. • g SDNY_GM_02762070 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248992 EFTA01332510 ,113Y, FliIklics99 9,0 FORM APPROVED OMB No. 2120-0042 . UNITED SLATES OF AMERICA DEPARTMENT OF TRANIPORTAfiON `r ii-A e- 4 0 I FEDERAL AVIATOR ArnataBiAATON•sinfla MOMSIONEY AEROieurrical cannot AIRCRAFT REGISTRATION APPLICATOR CERT. ISSUE DATE UNITED STATES . REGISTRATION NUMBER N793TA 3r -... AIRCRAFT MANUFACWRER & MODEL Raytheon Aircraft Company Beechjet 4OOA AIRCRAFT SERIAL No. Gig APR 1.9 2 RK-244 FOR FAA USE ONLY TYPE OF REGISTRATION (Check one box) 0 1. Individual 0 2. pennorship El 3. CorporaUo9QQ 4. Co-owner O 5. Gov't. O 8. ra rP mri n NAME OF APPUC.Ahrr (Person(s) shown on evidence of ownership. Ii likaviduak like Gist name. Met name. and middle Malta) 1. OSF International, Inc. OWNING al b do address below •:# an undivided 6.25% Interest 2.- See Attachment owning the interest shown on pi 6 ) 676-8000 the attachment TELEPHONE NUMBER ADDRESS (Permanent mailing address for first apPlieenf listed.) 101 South Webb Road Number and street: Rural Route: P.O. Box: , CRY ' STATE ZIP CODE Wichita KS 67207 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 false or dishonest answer to any question In this application may bo grounds for punishment by one and/or imprisonment S. Code, MR la. Soo. 1001). CERTIFICATION UWE CERTIFY: (1) That the above referee ts owned by Me undersigned aPPlionnt, who kind:Men (including corporations) of the United States. (For young must give name of trustee: ) Or CHECK ONE AS APPROPRIATE: a. 0 A resident aXon, with alien registration (Form 1-151 or Form 1.551) No A nom-cal:on corporation organized and doing business under the laws of (date) b. O and said aircraft Is based and Mauve). used in the United States. Records or MgM hours are available for Inspection at (2) That the aircraft Is not registered under the laws of any foreign country; end (3) That Weal evidence of ownership is attached or has been filed web the Federal Aviation Administration. NOTE: It executed for co-ownership all applicants must sign. Use reverse side it necessary. TYPE OR PRINT NAME BELOW SIGNATURE SIGNATURE TITLE DATE 1. x4 cSs..1.1,,k_e_ces,,,c_jbt2504.0 CAC° 344/0/ a g SIGNIXTURE TITLE o E 0 2.3-See Attachment to SIGNATURE -ETRE DATE 1 NOTE Pending receipt of the Certificate of Aircraft Registration, the fennel may be operated for a period not in excess of 00 days, dining which time the PINK copy of this application must be carried In the aircraft AC Form 8050-1 (12/90) (0052-CO-628-900n Supersedes Previous Edition / fq/s - i /14 /0 SDNY_GM_02762071 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248993 EFTA01332511 -g- -c _4/O ,'.`in, O/./ ,..;7),•O 9a SDNY_GM_02762072 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00248994 EFTA01332512 ' 0 0 0 r) 0 0 2 2 8 2 ATTACHMENT TO AIRCRAFT REGISTRATION 3O2-I APPLICATION N793TA Beech jet 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.Y., 6.25% Shown on original form hereto a Pennsylvania limited partnership, Paul Kozloff & David L. Thuu, 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.) 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 Signatures; Title: Date: 2-10.) Senior Contracts Manager of Raytheon Travel Air Company Acting as Attorney-in-Fact 3 I/4.16 I By signing above, the applicant agrees and stipulates (1) to the terms, conditions and certification of the AC Form 8050-1 Aircraft Registration Appication. to which this page is attached (the "Application"), (ii) chat 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 <O.w:we's by executing separate counterpart signature page‘ each of which ss hen so executed and delivered shall be an original, but all such counterparts shall together constitute belt one and the same application SDNYGM02762073 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA ({)248995 EFTA01332513 3A .?•40,,,,,,1 E' g"0 4 4rd6, TO. SDNY_GM_02762074 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248996 EFTA01332514 UNITED ETAT n V.S. DUARTMENT Of TRANSPOETAUCH /10MPAL AVIATOR ADISTIDITOta 2 8 0 FORM APPROVED OMB NO. 21209042 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 1TTLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES QQ022643 REGISTRATION NUMBER N793TA AIRCRAFT MANUFACTURER & MODEL Raytheon Aircraft Company Beechjet 400A CONVEYANCE AIRCRAFT SERIAL Na RECORDED RK-244 DOES THIS 16th DAY OF March 2001 HEREBY SELL GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO AN UNDIVIDED 6.25% INTEREST IN SUCH AIRCRAFT UNTO: ..2491,f1PL.19 (VI 8 33 FOR FAA USE ONLY NAME AND ADDRESS .1.1. 7 1 .2 CIF INOIVIDUALM .GIvE LAST RAMC/MST Rua. AHD MIDDLE Rend-) owm-Ne PURCHASER an undivided 6.25% Interest OSF International, Inc. do 101 South Webb Road Wichita, KS 67207 DEALER CERTIFICATE NUMBER AND TO adfs 54.4 ccessors aBOVFORX- RDNEMFFRATOPEL AND ASSIGNS TO HAVE AND TO 03LDSINOLILARLY TEE SAID AIRCRAFT MEYER AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF WE HAVE SET CIA NAND AND SEAL THIS UM DAY OF March 2001 I NAME (S) OF SELLER SIGNATURE (S) TITLE mil OR MOOED) (CV MOHR EXECUTED (TIED OR PRINTED) FOR CG OwNERSHII. ALL MUST SION SELLER Raytheon Travel Air Company Karen S. Jenkins tar e Sr. Contracts Manger ACKNOWLEDGEMENT (NOT REQUIRED FOR RAMSES Cf FAA RPan*: HOWEVER. MAY BE REOUIRED BY LOCAL LAW FOR VALIDITY OP TRU DNCI<Tmann % CERTIFIED COPY TO BE RECORDED BY FAA ORIGINAL: TO FAA SDNY_GM_02762075 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248997 EFTA01332515 bi-/ORLI lUO tr:. ^••-7,in I hereby certify that I el C 1,1d h have compared the fore- WV I0. going with the original v Vd 1;4 and it is a true and correct copy thereof. SDNY_GM_02762076 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00248998 EFTA01332516 4 ••• . PILING COPY FORM APPROVED OMB No. 21200142 6).... UNTTEOTeTEFIOF tRERICEpEFACITUDOOF TtANSPZAITA110114 %., llCOMM A tiOttaostiflmsal easta ONROHMI AllitONAUTM..m. wan 3 % 'la AIRCRAFT REGISTRATION APPLICATION CERT. ISSUE DATE UNITED STATES ettots-rwmost NYMBER Ikl 793TA AIRCRAFT MANUFACTURER & MODEL Raytheon Aircraft Company Beechjet 400A AIRCRAFT SERIAL No. -SO 4- 11) RK-244 FOR FAA USE ONLY TYPE OF REGISTRATION (Cheek one box) 0 8. Non-Citizen I. Individual 0 ci 2. Partnership 0 3. COirpOrtstIonkR 4. Co-owner 0 5. Gov't. • NAME OF APPLICANT (ThrineOn(e) shown on evidence of ovmerahlp. If Individual. give last name, first name: and rnickile initial) 1. Anthony rengate and Teresa M. ringttle as Trustees of the OWNING •angels Living Trust LVA1D 03106/97 an undivided12.50%) Interest % c/o address below owning the interest shown on 2.1 ee Attachment the attachment TELEPHONE NUMBER; ( 316 ) 676-8000 ADDRESS (Permanent mailing address for first applicant listed.) Number and street 101 South Webb Road Rural Route: P.O. I3ox: CITY STATE ZIP CODE Wichita KS 67207 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 false Of dishonest answer to any question in this application may be grounds for punishment by fine and /or Imprisonment Code, Tido 10. Sec. 1001). 0 CERTIFICATION NNE CERTIFY: (1) That the above aircraft Is owned by the undersigned applicant, who is a Citizen (including corporations) of the United States. (For voting trust give name of trustee: ). or: CHECK ONE AS APPROPRIATE: a. 0 A resident alien. with alien registration (Form 1-151 or Form 1-551) No b. O A nondtlzon corporation organized and doing business under the laws of (state) and said aircraft is based and primarily used In the United States. Records or flight hours are available for Inspection at (2) That the aircraft Is not registered under the laws of any foreign country; end (3) That legal evidence of Ownership is attached or has been ftled with the Federal Aviation Administration. NOTE: If executed for co-ownership all applicants must sign. Use reverse side if necessary. TYPE OR PRINT NAME BELOW SIGNATURE SIGNA, Tm-E DATE r i -E-M - S - T -E - e 7 ul ;§1 1‘ , Co - lssoliag.--- i • 3O • b k u- a — SIGMA 0 z = . RILE DATE r 02-LAST e e* -Axrcet zo —2mti se 7— ro—at 111 9 1 5R u, SION&TURE TITLE DATE 6* 2.1mSee Attachnient NOTE Pending receipt of the Certificate of Aircraft Registration, She aircraft may bo operated ON a petted not in eX011ee of 00 days. during which lime the PINK copy of this application must be anted In the °kora AC Form 8050-1 (12/90) (0052-00-628-9007) Supersedes Previous Edition OS-3 / .34/ lecne ,5" -2/>>747 SDNY_GM_02762077 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 91 10, 15, and 17 EFTA 00248999 EFTA01332517 • 3D -a Kra f.117 AOf21 .4 is ..t -‘,:,crzt".:* :.34)rit st• 2-74P WIU TNAIO :7 :s 'err. 'S .3.7.4-7 lent. rbraPt V•1O.43 t : • .”.•^7 'tag. CO •arde.r C.% r szc-2 • v O38-exa b-:.74F! r rAir:OrV:i VO'S 'AO NJ WCAA\1114O- 3O NA \Ai, \1\-, 2, WA tcnIkoZt 1143.-4:gra: t y.i _ acs SDNY_GM_02762078 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00249000 EFTA01332518 1 0 A3-. 0. 0 2, 310E II A In SEN T TO AIRCRAFT REGISTRATION C 30-I APPLICATION N793TA BeechJet 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 ena z Afryno Acting as Attorney-in-Fact hy !Caren S. Jenkins 10.) Senior Contracts Manager of iseixzfintea:n Raytheon Travel Mr Company a. Ig../a I By signing above, the applicant agrees and stipulates (i) tome term, conditions and certification of the AC Form BOSO-I Aircraft Registration Anatolian, 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 dote, and (III) the Application may he toasted 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 sad the same application SDNY_GM_02762079 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 0024900I EFTA01332519 • •• • 30 V14014V1)10 A ila V1,4010 1)10 hh Z Wd htBBWTO. B"0B1V as NOI1V 8151938G13V31 CIVJ SDNY_GM_02762080 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00249002 EFTA01332520 VOTED VEIT FORM APPROVED p ORPARTIOIRIT OIVRAMSIORT IOC AVI 4.9.0 2 0 3 o10NO.TITDWIR AIRCRA BI L OF SALE AND. 114 CONSIDERATION OF S I @OTHER VALUABLE CONSIDERATIONS THE UNDERSIGNED OWNERS) OF AN AA-I UNDIVIDED INTEREST IN THE LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: 00022642 UNITED STATES REGISTRATION NUMBER N793TA AIRCRAFT MANUFACTURER S MODEL CONVEYANCE. Raytheon Aircraft Company Seechiet 400A AIRCRAFT SERIAL No. RECORDED RK-244 DOES THIS 2nd DAY OF February 2001 HEREBY SELL GRANT. TRANSFER ANO OEUVER ALL RIGHTS, TITLE. AND INTERESTS IN AND TO AN UNDIVIDED 001 19IPock firl 8 33 APRI, IIYR IIIWeis 12.50% INTEREST IN SUCH AIRCRAFT UNTO: FOR EWISE.PNLY, • - • NAME AND ADDRESS IIImoonotham.ays Lan NAME. FIRST NUQ. AND mIDDLE t4nALI OWNING ce an undivided 12.50% Interest Anthony Zingale and Teresa M. Zingale as Trustees of Zingale Living Trust UIPJD 3/6/97 do 101 South Webb Road Wichita, KS 67207 DEALER CERTIFICATE NUMBER AND TO EXECUTORS. ADMINISTRATORS. AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER. AND THE TI S IN TESTIMONY WHEREOF WE HAVE SET OUR HAND AND sva.nits 2nd DAY OF February 2001 NAME (S) OF SELLER SIGNATURE (S) TITLE (nn OR PRDOEDI II/I MD (IF ammo (TYPED,* /IMMO, FOR CO-OWNIRSIIP. ALL WM SICK) itifri .O Iri Raytheon Travel Air Company Karen S. Jenkins r,4,(1/4 Sr. Contracts Manager ,-] •-.1 LII (n ACKNOWLEDGEMENT (NOT REOUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY Cc MR IVSTRUMENT 1 CERTIFIED COPY TO BE RECORDED BY FAA ORIGINAL: TO FAA SDNY_GM_02762081 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00249003 EFTA01332521 VHOHV1NO A113 VI-WHWINO II Tr, I hereby certify that I 2 Lid il nwhatt- compared the fore- NOIIVS.13103 liVa the original is a true and correct ELLIM 0311 Ifthereof.with SDNY_GM_02762082 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00249004 EFTA01332522 FORM APPROVED UNITED STATES OF AMERICA DEPARbAEaF T14015P4SITATICWI CO.!' 1-, V s OMB NO InICIEILU. AVIATION ADIataSTNATION-SUKE WWI AERONAUTICAL Oral AIRCRAFT REGISTRATION APPIJCATION CERT. ISSUE 49 8-C DATE " UNITED STATES REGISTRATION NUMBER RI 793TA AIRCRAFT MANUFACTURER & MODEL Rnyt -henn Ai -Pr - A-aft - CorrtraTOr Byhealiet 400A AIRCRAFT SERIAL No. I 0 Co RK-244 FOR FAA USE ONLY TYPE OF REGISTRATION (Check one box) 0 1. Individual 0 2. Partnership 0 3. Corporation MO. Co-owner 0 5. Gov't. 0 8. "4 -carep on NAME OF APPLICANT (Porson(a) shown on evidence of ownership. If Individual. Oro last name. first narne, end middle Initial.) 1. Raytheon Travel Air Company OWN/MG ill cio address below an undivided 18.75% Interest 2. 2 ‘ See Attacinnent owning the interest as show( on the attachment TELEPHONE NUMBER: ( 316 ) 6760-8000 ADDRESS (Permanent mailing address for first applicant listed.) Number and stmet. 1O1 South Webb Road Rural Roulo: P.O. Box: CITY STATE ZIP CODE Wichita KS 67207 • 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 false or dishonest answer to any question In this application may be grounds for punishment by fine and/or Imprisonment (U.S. Code, Tine 18. Sec. 1001). El me CERTIFY: CERTIFICATION (I) That the above aircraft Is owned by the undersigned applicant, who Is a citizen (Including corporations) of the United States (For voting trust, give name of trustee: ) or: CHECK ONE AS APPROPRIATE: a. O A resident ellen, with alien registration (Fenn 1-151 or Form 1-551) No A non-citizen corporation organized and doing business under the laws of (state) b. O and said aircraft is based and primarily used in the United States. Records or night hours are available for Inspection at (2) That the aircraft la not registered under the laws of any foreign country: and (3) That legal evidence of ownership Is attastwid or has boon filed with the Federal Aviation Adminisuation. NOTE: If executed for CO-Ownership all applicants must sign. Uso rovorto side if necessary. TYPE OR PRINT NAME BELOW SIGNATURE SIGNATIJ E TITLE DATE EACH PART OF TVS 1., ten Sr. Contracts Manager 1/31/01 DATE SIGNATURE TITLE APPUCKI1ON MUST tc kSee_Attarlenrwhe BE SIGNED IN INK. I NA RE TITLE DATE NOTE Pending rocolia of the Gorilla:ate of Aircraft Registration, the aircraft may be operated for a period not in excess of 90 days. during which time the PINK copy or this aPPIKAIKIII must he carded in the ahatat- /O AC Form 8050-1 (12/90) (0052-00-628-9007) Supersedes Previous Edition /Cf / SDNY_GM_02762083 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00249005 EFTA01332523 c;2 g . •- • • 9vAO 4‘4O‘A:O1" -.A4 CI3A104. \.,\NA 2,2, /1O1:1V4 IS, 1 AV tILS \ O1* CA -WA Iva taw N.x1 CIVA‘A IA SDNY_GM_02762084 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002 49006 EFTA01332524 2T7901AT9 -09IARA3T3EasTRATION APPLICATION as-1 N793T4 jaechiet 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. Thou, 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 kt4 Rain Acting as Attorney-in-Fact Karen S. Jen By signing above, the applicant agrees and stipulates (I) to Cho terms, conditions and certification of the AC Form 8050-1 Aircraft Registration Applestion, to which this page is attached (the "Applkation"), (ii) that ell 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 stall be an original, but all such counterparts shall together constitute but one sad the ante application SDNY_GM_02762085 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00249007 EFTA01332525 VHOHV1X0 AIM VFIOEIV1U0 LC TT WI ZZ 93J TO. 81V 80 NOILV81.51038 13'483 V V3 HIIM 03113 _02762086 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 SDNY_GM EFTA_00249008 EFTA01332526 UNITED TAT%- OF WERICIA FORM APPROVED US. DEPAMMENT OP YRANDORTAIIWEDRIULL AVIATIOtaDMVOIRAQH 0 I 9. 2 3 Ow HO 21204042 • AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF SIB OTHER VALUABLE CONSIDERATIONS THE UNDERSIGNED OWNER(S) OF AN UNDIVIDED INTEREST IN THE LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: Q(1022 691 . UNITED STATES REGISTRATION NUMBER N 793TA AIRCRAFT MANUFACTURER a MODEL CONVEYANCE Raytheon Aircraft Company Seechiet 400A AIRCRAFT SERIAL No. RECORDED RK-244 DOES THIS 4J DAY OF January 2001 3 .1.0f.! 19 AN 8 33 HEREBY SELL GRANT, TRANSFER AND DELIVER ALL RIGHTS. TOLE AND INTERESTS IN AND TO AN UNDIVIDED 6.25% INTEREST IN SUCH AIRCRAFT UNTO: FOR FAA VaEQRLY • • • — • •• NAME MID ADDRESS OF THINVIDVAMS). OWE tar Rua mmHue. AltoMID= WMAW OWNING an undivided 6.25% Interest Raytheon Travel Air Company 101 S. Webb Road Wichita, KS 67201 FL. DEALER CERTIFICATE NUMBER AND TO At 514CCC 3Er-eN AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID MRCP/FR FOREVER. AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF WE HAVE SET OUR HAND AND SEAL THIS ACDAY OF January 2001 NAME (S) OF SELLER SIGNATURE (S) Inc *TYPE OR MEMO ON ROG OF =CEEB (TYPEDMt METED) FOR CODEUSUOP.MA.MUST MGR.) .....-- -- SELLER REI Air, LLC $ ( 6; 7:4",t)t^/ /114.4-Ictr,e,, ACKNOWLEDGEMENT NOT REOUIRED PEI PURPOSE OP FAA RECORDING: HOWEVER- MAY BE REOUTRED BY LOCAL LAW FOR VALENTI, Of THE INSTRIDENTA CERTIFIED COPY TO BE RECORDED BY FAA ORIGINAL: TO FAA SDNY_GM_02762087 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00249009 EFTA01332527 I hereby certify that I have compared the fore- going with the original a ' a true and correct V140HV1U0 A110 VI-JOH V1310 LCTTWy 22833T da 8011V211S1938 13V a321). V ted }-11.1h1 03113 SDNY_GM_02762088 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00249010 EFTA01332528 ijNiTED SWAG- OF FORM APPROVED .LIA CAMMOINTOF TILMAPORTATM F 7.20W/TOSTIDGCTI 0 9 2 2 OWITIZATIZOOTI2 ' AIRCRAFT BILI:WiALE FOR AND IN CONSIDERATION OF S I & OTHER VALUABLE CONSIDERATIONS THE UNDERSIGNED OWNER(S) OF AN ? (°-1 UNDIVIDED INTEREST IN ME LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: 00022640 UNITED STATES REGISTRATION NUMBER N793TA AIRCRAFT MANUFACTURER & MODEL Raytheon Aircraft Company Beer-Net 400A CONVEYANCE AIRCRAFT SERIAL No. RECORDED RK-244 DOES THIS ild DAY OF January 2001 HEREBY SELL GRANT. TRANSFER AND DELIVER ALL RIGHTS. TITLE, AND INTERESTS IN AND TO AN UNDIVIDED Villa:J IM 8 33 625% INTEREST IN SUCH AIRCRAFT UNTO: FOR ret p3SS.FL,Y, NAME AND ADDRESS Of MIMI/AL/D. GIVE LAST NAME. /MT NAME. AND CUDDLE INITIAL] ow isl9N8P PURCHASER an undivided 6.25% Interest Raytheon Travel Air Company 101 S. Webb Road Wichita, KS 67201 DEALER CERTIFICATE NUMBER AND TO ."-Ags ifirdsp.C,escorS IDZEI:FfOleitINGNISTRAIBIRS. AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER. WARRANTS TranTra IN TESTIMONY WHEREOF WE HAVE SET OUR NAND AND SEAL TIES ri etDAY OF January 2001 NAME (S) OF SELLER SIGNATURE (S) TITLE (WPC Olt MAID, WI MID CIPEDICLITED (SWIM OR ?MUSS) FOR CDOWTIOISICIP. ALL MUST SICK) .-.--- SELLER Interactive Pictures Corporation .—..-CZ -- AC 7 .• aa e :W ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER MAY BE REOUTIGED BY LOCAL LAW POP VALIDITY OP THE DismanDrr A CERTIFIED COPY ORIGINAL: TO FAA TO BE RECORDED BY FAA SDNY_GM_02762089 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00249011 EFTA01332529 I hereby certify that I have compared the fore- going. with the original and it a cored A 71-10I4O1{y reof. 3 V H V1X0 LE TTWNee od rrrNou insist" hi 8147b3ert Galli SDNY_GM_02762090 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00249012 EFTA01332530 loam Svi rtu t Ons ca n:Ain 0 FORM APPROVED ULSytMPART..MIDIT OP TIANSKIRTA 9 2 1 OHS H0.21260042 AIRCRAFT BILL OF SALE . FOR. AND IN CONSIDERATION OF SI &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 00022639 REGISTRATION NUMBER N7931A AIRCRAFT MANUFACTURER & MODEL Raytheon Aircraft Company Beechjet 400A AIRCRAFT SERIAL No. CONVEYANCE RK-244 RECORDED DOES THIS Agit DAY 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: Fantny API 8 33 NAME AND ADDRESS OF INDNIDUAL(SI.RIVE 4.51HAM MST KAHL AND MIDDLE RURAL) FEDERAL :""2,TI::::1 1:4 OWNWPINISTRATIO4 an undivided 6.25% Interest Raytheon Travel Air Company 101 S. Webb Road Wichita, KS 67201 At DEALER CERWICATE NUMBER AND TO 4.7/5 7/4 CC eSSOYS. EXECITTORPHOWIReffREFFORSMND MAGNETO HAVE AND TO HOW SINGULARLY THE SAID AIRCRAFT FOREVER. AND WARRANTS TITLE THEREOF. At TESTIMONY WHEREOF WE HAVE SET OUR HAND AND SEAL THISPi DAY OF December 2000 NAME ISI OF SELLER SIGNATURE (S) TITLE (TM OR 'PROM ON MOOT FELCIITED (VISDORPRINTEDI FOR CO-OWNEISIDT. ALL MUST SIOL) co CIAO. LLC )_ in 4A//46r7vt na ;a 'n--cf-.6):C.- - co ACKNOWLEDGEMENT NOT MIME) FOR PURPOSES OF FAA RECORDING. HOWEVER_ MAY RE MIMED RY LOCAL LAW FOR VAI1DITY OF THE INSTRUMENT, CERT FIED COPY TO BE RECORDED BY FAA ORIGINAL: TO FAA SDNY_GM_02762091 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00249()13 EFTA01332531 I hereby certify that I have compared the fore- VI4O14V /XO going with the original kilo VHOHV/NO and it i true and correct eof. LC IT WO 22 oil To. 2113NO11 V a1510321 Id V 8O81" V V3 Hilh1 0 311d SDNY_GM_02762092 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00249014 EFTA01332532 x 9 183 • GA LOAN 0000000 1 s8 7 CO E(V5rtrtieton deals drawn under the March 20, 1997 Agreement) N Beechjet400A RECORDED Serial RK-244 Registration N793TA ICA Engine Make, and Model Hs Pratt & they Fld 31150-5 T01 FEB 28 API 10 18 FEDERAL AVIATION 47) 0,46), ,0 cm cri" gy Engine Serial 03 Propeller Make and Model Us Propeller Serial tis PCE-JA02,56 and PCZ-JA0257 N/A' N/A ADMINISTRATION 0 .-40 C e r ce RELEASE gl% 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 nprojohpr •;ci 1999 , with CIAO, LIZ as debtor, recorded by the Federal Aviation Administration on June 30 , 9000 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 Jtme 30, 2000 , as Conveyance No. VV01-66-g , 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 ADMINIS AGENT By: en 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 Vice Pres' nt VicePresidpnt David A. Davis David A. Davis This release shall consist of this one page only, with no schedules, appendices or similar attachments attached hereto. • cora l aral )40 -4e. SDNY_GM_02762093 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00249015 EFTA01332533 `nom`\ V1401.7 1)10 A113 V1•10HVbIO 83 TT Wd S2 H9 N NUP TO, . 9.11 V aftlIp3i1 1.IC1b-32/1V vvd 0 3714 SDNY_GM_02762094 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00249016 EFTA01332534 a3-i9 U.S. DEPARTMENT OF TRANSPORTATION SEE CONVEYANCE NO ^ FEDERAL AVIATION ADMINISTRATION FILING DATE: CROSS-REFERENCE-RECORDATION or locations. File original of this form This form is to be used in cases where a conveyance coven several aircraft and engines, propellers, with the recorded conveyance and a copy in each aircraft folder involved. DATE EXECUTED TYPE OF CONVEYANCE 12/30/99 Security Agreement DOCUMENT NO. FROM VVO16656 CIAO LLC DATE RECORDED TO OR ASSIGNED TO June 30, 2000 Bank of America NA Administrative Agent THE FOLLOWING COLLATERAL IS COVERED BY TEE CONVEYANCE: AIRCRAFT (List by registration number) I TOTAL NUMBER INVOLVED I 793TA ENGINES I TOTAL NUMBER INVOLVED 2 MAKES) MUM. Pratt & Whitney PW JTI5D-5 NO. PCE-M0256 PCE-1A0257 PROPELLERS I TOTAL NUMBER INVOLVED SERIAL MAXUS) NO. SPARE PARTS -LOCATIONS I TOTAL NUMBER INVOLVED LOCATION RECORDED CONVEYANCE FILED IN: 793TA, Raytheon 400A, s/n RE-244 AC FORM 050-23 (1.96) (0052-00.582.6000) SDNY_GM_02762095 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00249017 EFTA01332535 • 23-rg SDNYGM02762096 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 0024901% EFTA01332536 o n r) o 0 8 v v 016 6 5 6 RACC SECURITY AGREEMENT DONVE1ANC Raytheon Aircraft Credit Corporation :tECORDED CERTIFIED COPY TO BE RECORDED BY FAA PP112 32 1. Grant of Security Interest. To secure the payment of the indebtedness du&R onOAircraft Credit Corporation (hereinafter referred to as "RACC") by CIAO,LLC (hereinafter referred to es peActraLupftetutilst certain Promissory Note (hereinafter referred to as the "Promissory Note"), dated of eyed dirtioereavarigany renewals, extensions or changes in form thereof, and of any and all other indebtedness of eilittPtb , 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 6.25% interest in Raytheon Aircraft Company Aircraft Model Beechtet 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 (1): PCE-JA0256; Serial Number (R): PCE-JA0257 , together with any replacement engines. Aircraft Propellers: Hub Make: WA; Hub Model: N/A; Hub Serial Number (L): WA; 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 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 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 Debtor's 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 (ROY 11/99) re-5-,Ap_frfiber 0 ori(319.25yq" £2j 5/0, 21/4 a SDNY_GM_02762097 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00249019 EFTA01332537 . 023- 4. V14O11V1)1O 'O' 11,.O 00. CO ZT bid 22 10.11 SDNY_GM_02762098 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00249020 EFTA01332538 n r f3 0 0 3 3 6 .23- /C 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 Goveming 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 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 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 (ROI 11/99) 2 SDNY_GIA_02762099 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00249021 EFTA01332539 SDNY_GM_02762100 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00249022 EFTA01332540 00^ '" n000 8 3 7 23-la 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 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 retumed 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 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 IlmItationsset 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 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 tun) 3 SDNY_Gtit02762101 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00249023 EFTA01332541 SDNY_GM_02762102 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00249024 EFTA01332542 001 (1 9000 8 3 9 c23-1/ 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. 9.4,5 Executed thissu - day ofhrOnkr, 1999, at Wichita, Kansas. Debtor. CIAO, Daniel S. Catal anger Address: 4300 Catafumo Way Palm Beach, FL 33410 33410 RAYTHEON AIRCRAFT CREDIT CORPORATION By: (Rev Ilte3) 4 SDNYGM02762103 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_OO249O25 EFTA01332543 • c2- —.1 0 SDNY GM 02762104 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00249026 EFTA01332544 0 0 n n 0 0 0 8 3 9 a3-4) 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"). W I TNESSETEI: 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 Buycr'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 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. SDNY GM 02762105 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00249027 EFTA01332545 SDNY_GM_02762106 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00249028 EFTA01332546 0 0 fl f' ri 0 0 Q 8 g Q 2 c2 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 2 SDNY_GM_02762107 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002 49029 EFTA01332547 .23- 4, SDNY_GM_02762108 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00249030 EFTA01332548 0 0 n n^ 0 0 0 8 4 1 a35 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 "Purchasers"), Bank of America National Association, as Managing Facility Agent and as Administrative Agent for the Purchasers (in such capacity, the "Administrative Aecnr), 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. WITNEaaRILI 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 "5ecuritv 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_02762109 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 0024903I EFTA01332549 ,2..3-11 SDNY_GM_02762110 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00249032 EFTA01332550 . 00n na0OW 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 and the Purchasers all of the Seller's right, title and interest in and to the Aircraft and in and interest (but not to the Security Agreement and all of the Seller's right, title 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 CONSTRUE D IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK 2 SDNY_GM_02762111 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00249033 EFTA01332551 .• ..: 23-2- SDNY_GM_02762112 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00249034 EFTA01332552 . 0 0 n " 000 8 11 3 e23— be duly DI WITNESS WHEREOF, the Seller has caused this FAA Assignment to executed on the day and year written below. RAYTHEON AIRCRAFT RECEIVABLES CORPORATION B g*t , /1 /title: Vice edent John . Myers Dated: December 30. I 3 SDNY_GM_02762113 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 3, 9, 10, 15, and 17 EFTA_00249035 EFTA01332553 .g . .23 I hereby certify that I have compared the fore- going with the original and it is a true and correct VhICUP/ AIIn 0 co mot •• • •"..M Co or lid 27 AliU 00, SDNY_GM_02762114 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00249036 EFTA01332554 FORM APPROVED F I 41 f el CCPFY B 2i WITTED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION J :./ si . r .r/ ,„ 4 - FEDERAL AVIATION AlsionSTIUMON-NOTE MOIULONEV AERONAUTICAL CURTER 411 AIRCRAFT REGISTRATION APPLICATION CERT. ISSUE DATE UNITED STATES . REGISTRATION NUMBER'S N 793TA ...2..2 - S 2 MO AIRCRAFT MANUFACTURER & MODEL 179? Raytheon Aircraft Company ettracriajtat 400A X MAY 1 AIRCRAFT SERIAL No. RK-244 FOR FAA USE ONLY TYPE OF REGISTRATION (Chock ono box) O T. Individual 0 2 Partnership 0 3. Corporation 15 ( 4. Co-Owner CI S. Gout. 0 8. Cppo ttnci rr" n . NAME OF APPLICANT (Person(s) shown on evidence of ownership. If Individual, give last name, first name, and middle Initial.) 1. Colas, Inc. OWNING c/o address below an undivided 6.25% Interest 2.- I° See Attachment owning the interest shown on the attachment TELEPHONE NUMBER: ( 316) 676-8000 ADDRESS (Permanent mailIng Jackal= for first appear/it listed.) 101 South Webb Road Number and scoot Rural Route: P.O. Eto:c OT' STATE ZIP CODE Wichita KS 87201 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 false or dishonest answer to any question In this application may be grounds for punishment by free and/or Imprisonment N.S. Code, TWO 18, Sec. 1001). CERTIFICATION III (1) That Me above atcrott is owned by the undersigned apptiCent, whir is a citizen (includingg corporations) of Maoth United Stelae. (For voting tnmt, give name of trustee* ) or CHECK ONE AS APPROPRIATE: a. El A resident elan, with alien registration (Form 1-151 or Form 1.551) No. b. O A non-chi:ran corporation organized and doing business under the laws of (state) and said alma-aft b based and primarily used In the United States. Records or flight hours are available for Inspection at (2) That the aircraft Is not rOgisteold under Coq laws of any foreign country; and (3) That legal evidence of ownership Is attached or has been filed wt ], the Federal Aviator. Administration. NOTE: U executed for op-ownership all applicants must sign. Use reverse aide if necessary. TYPE OR PRINT NAME BELOW SIGNATURE SIGNATURE TITLE DATE EACH PART OF THIS _,... 4.faingteat SIENA ,i1JRE TITLE DA APPUCNIC*1 MUST 2. -I See Attachment BE SOO IN IKK SIGNATURE DATE NOTE Pending receipt of the Certirmate of Aircraft Registration. the aircraft may be operated for a period not in excess of 90 days. during which dine the PINK copy of this application must bo carded In the aircraft. AC Form 8050-1 (12/90) (0052-06628.9007) Supersedes Previous Edition al 07 -W. -DO To Z - 1O ° .7 SDNY_GM_02762115 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00249037 EFTA01332555 a.2 - r 74,1 • Elk • tile-1O1-1V V11O11'4 1:1O 1., 3_13 }Alla 00.. • oh kAa S1O-19. Iva rani`Ir4 \ * 1• 11A SDNY_GM_02762116 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00249038 EFTA01332556 2T294O94INTri"OcillaRefIFTkalISTRATION APPLICATION N793TA Beechlet 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, TLC 12.5% Shown on original form hereto 5.) 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. Thug, general partners 7.) Morteza Ejabat,Trustec of the Morteza Ejabat Trust 6.25% Shown on original form hereto 8.) SL 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 Mr Company Acting as Attorney-in-Fact / /03 . Carr By signing above, the applicant agrees and stipulate (I) to the terms, conditions and certification of the AC Form 8050-1 Aircraft Registration Appleation, to which this page is attached (the "Application's), (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 counterparts shall together constitute but one and the same application cnexa,tAkti SDNY_GM_02762117 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00249039 EFTA01332557 bl vp v T.X0 41Io •Oi•Primo Oh Or hid rr Ayidoo, SDNY_GM_02762118 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00249040 EFTA01332558 UNITED SUITES orERICA FORM APPROVED 14.S. DEPARIMENT or lIANSMaignON R •nviaam,imunknog n OW NO.21204012 AIRCRAFT BIL Ora.S'E r FOR AND IN CONSIDERATION OF S I de OTHER VALUABLE ' CONSIDERATIONS THE UNDERSIGNED OWNER(S) OF AN 9 pqRjrIFIED COPY TO(BEIRECORDED BY FAA Xi. 4 0 5 7 5 UNDIVIDED INTEREST IN 770E LEGAL AND BENEFICIALrine OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N793TA CONVEYANCE AIRCRAFT MANUFACTURER & MODEL RECORDED nil Raytheon Aircraft Companyiiesclast 400A AIRCRAFT SERIAL No. RK-244 DOES THIS 1 SI DAY OF May 2000 '00 rlflY 12 P(TI 1 56 HEREBY SELL GRANT, TRANSFER AND DELIVER ALL RISERS, TITLE, AND INTERESTS IN AND TO AN UNDIVIDED 6.25% INTEREST IN SUCH AIRCRAFT UNTO: FOR D°"FAA IinS eelgST VAI TIO TIONN lif RNAILAR NAME AND ADDRESS OP INDIVIWAL(S). GIVEIASINA3 MIST NAME AND >ODOMDIMAL) OWNING ra an undivided 625% Interest Colas, Inc. do 101 South Webb Road cL Wichita, KS 67207 DEALER CERTIFICATE NUMBER ANDT) ASS 63,AG-co:awn resNS.SSIONS TO HAVE AND TO HOLD srhciriCKLIFTRETXDYRACMFT FOlUiVnt. AND WARRANTS THE TITLE THEREOF. Dl TESTIMONY WHEREOF WE HAVE SET OUR HAND AND SELL THIS 1 SI DAY OF May 2000 NAME (S) OF SELLER SIGNATURE (5) TITLE (TYPE ca mom:) (C MO (19 =MED (TYPED Oft ?RIMED) PDX CO-OWNER-31M ALL MUST SIGN) SELLER Raytheon Travel Air Company Teny L. Carr i .6. e....,_ Sr. Contracts Manager ACKhOWLEM.. I EN 1 (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVERNIAY BE REOUIXED BY LOCAL LAW FOR VALIDITY CIF lliP.NtTltlatirhin ORIGINAL: TO FAA O Ot 32/5 142434, C.- -5A!/ -co Ceibetia - l•r"Ar SDNY_GM_02762119 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0024904 EFTA01332559 02/ t-1O1411::O WOW.11).O A 11O I hereby certify that I TT WL) 00, have compared the fore- going with the o wet rOlr:VAS107:.3 and it is a true an correct vr.:1 HUI.% copy thereof. SDNY_GM_02762120 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00249042 EFTA01332560 ;20- ( j ° n ') S 3 NUMBER MANGED BO DATE 4 MAK 14 2000 Special Registration Number in• ASSIGNMENT OF SPECIAL REGISTRATION NUMBERS N793TA ril; Aircraft Make and Model liSDeparlment of Tronsocratton RA YTHEUN AIRCRAFT COMPANY 4OOA Present Registration Number Federal /aviation Serial Number Administration RK-244 715OO1O N42 8HR Issue Date: le ICAO AIRCRAFT ADORtSS CODE MARCH O1. 2OOO FOR N793TA rrii 52542324 This is your authority to change the United States registra- tion number on the above described aircraft to the special AIRCAP LLC registration number shown. 1O1 S WEBB RD Carry duplicate of this form In the aircraft together with the fa CHITA KS 672O7-1315 old registration certificate as interim authority to operate the aircraft pending receipt of revised certificate of registration. RAYTHEON TRAVEL AIR CO Obtain a revised certificate of airworthiness from your near- NICHEL S PIPELINE CONSTRUCTION INC est Flight Standards District Office. SOUTHEASTERN MILLS INC The latest FAA Form 8130-6, Application ET—AL For Airworthiness on file Is dated: OCTOBER O1. 1999 The airworthiness classification and 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 affixed 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 O1. 2OO1 CERTIFICATION: I certify that the special registration number was placed on the RETURN FORM TO: SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, aircraft described above. . Civil Aviation Registry, AFS-750 LA...).41212..a..., 23 • Lia->1...Q.PA A r 32l P.O. Box 25504 Signature of Owner. Oklahoma City, Oklahoma 73125-0504 Tftle of Owner: A_ts-„,...s c....s. ow..., el_ ,;, -c-{f ISSUED TEMP CERT OF kit til &Ze&Q-kAil i +CO IC-Q_C A r-7-no ,,, ree44- t;“ 4,a ct BEG TO EX RE ci -13-co i Date Placed on Aircraft: t _ T OO I L, 9 r -(0--C- 9r 2. j 2- ED C>CD AC Form 105044 (5/95) Supersedes Previous Edition .t06tE.00-V1.43 EFTA01332561 1 a • It LL • cc <7) < s • • SDNY_GM_02762122 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002 49044 EFTA01332562 n 0 .3 6 4 *ORGAN AIRCRAFT TITLE SERVICES, INC. Mailer P.O.Bn2/065).0kblastar:GOK AUl Sort 111411.140m11.01ilabosaCtiy.OK 13117 • hl•Fineet 405417 SW • Ian 4054.14$70 • T•1341ea tOS737-1510 REGISTERED RETIJM to Date: 11/01/99 • TO: FAA Aircraft Registry Oa CENTRAL RECORDS CHANGE 374 FOR A.NUMBER ATTENTION: Central Records )glik Please reserve ONE (1) special identification number(s) per order of choice. 6 MAR 012.600 N793TA. 1st Choice 20° Choice 3nd Choice 4th Choice • Erfor Assignment to: Make and Model. RAYTHEON AIRCRAFT COMPANY 400A Serial No.: RIC-244 Registration No.: N428HR SEND El Notice 13----LC Form 8050-64 to: RAYTHEON TRAVEL AIR COMPANY • O Form 8050-7 101 S. WEBB ROAD WICHITA, KS. 67201 la' Please send to Morgan Aircraft Title Services in the Public Documents Room. ADDITIONAL INSTRUCTIONS *LETTER OF RELEASE ATTACHED. Thanks, &4a Mr -a% • 99305127021 10.00 11/01/1999 SDNY_GM_02762123 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00249045 EFTA01332563 . J(/ • • VHOHWINO VROW/1)10 6S TT IJI3 I ROM 66. y VVJI71IMQI1UU SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, and24 17 SDNY15,027621 EFTA_00249046 EFTA01332564 1 0 0 c? 0 3 5 5 Raytheon U Raytheon Aircraft Company 9709 E. Central P.O. Box 85 MN% Kansas 672010065 USA October 291h, 1999. Federal Aviation Administration Central Records cto 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_02762125 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00249047 EFTA01332565 • /g • • VI40HV1N0 A110 VWOHY 1:10 6S IT WU I (ION 66. V VA KUM 0311.4 SDNY_GM_02762126 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00249048 EFTA01332566 ct U.S. DEPARTMENT OF TRANSPORTATION SEE CONVEYANCE NO _ — FEDERAL AVIATION ADMINISTRATION .... -__ CROSS-REFERENCE-RECORDATION HUNG DATE: --- --- This form is lo be used in rases 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 in AIRCAP LLC X140282 RAYTHEON AIRCRAFT CREDIT CORP - SECURED PARTY - ASSIGNOR TO OR ASSIGNED TO DATE RECORDED RAYTHEON AIRCRAFT RECEIVABLES CORP - ASSIGNEE - ASSIGNOR March 6, 2000 BANK OF AMERICA AS ADMINISTRATIVE AGENT- ASSIGNEE THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE4 AIRCRAFT (List by registration number) I TOTAL NUMBER INVOLVED I N428HR ENGINES I TOTAL NUMBER INVOLVED 2 MAICE(5) SERIAL P & W PW-JTISD-5 NO. PCE-IA0256 PCP,-7A0257 PROPFI z nue l TOTAL NUMBER INVOLVED MAXEIS) SERIAL NO. SPARE PARTS -LOCATIONS I TOTAL NUMBER INVOLVED LOCATION RECORDEDCONVEYANCE FILED IN: N428HR R1C-244 RAYTHEON AIRCRAFT COMPANY 400A AC FORM 8050-23 (I -96) (0051-00-5824000) SDNY_GM_02782127 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00249049 EFTA01332567 IT Ig SDNY_GM_02762128 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00249050 EFTA01332568 •• rs 2 A 1 0282 RACC n161 00° 1 SECURITY AGREEMENT /7- /7 C0,0 CERTIFIED COPY Raytheon AircraftCredit Corporation RECO ..7.ED TO BE RECORDED BY FAA 1. Grant of Security Interest. To secure the payment of the indebtedness clirReAeon Aircraft Credit frin9, 6 PM Li 31 Corporation (hereinafter referred to as "RACC") by AIRCAP LLC (hereinafter referred tin, Ropro/litiibt)that certain Promissory Note (hereinafter referred to as the "Promissory Note"), dated of even re herswAianctlany renewals, extensions or changes in form thereof, and of any and all other Indebtedness of b bfor to .CC, 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 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-3A0257, 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. 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 goveming, relating to or arising out of Debtor's 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 (Rev It/99) MallM2 , P enti 4- " 0 4905-3/0C2S99 /S 2- 7 2- 00 0016 wind-10Ateir SDNY_GM_02762129 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_0024905 I EFTA01332569 17-16- • 1/peouvluo 1. _11 t, " h2 I bid n (33.4 00. SDNY_GM_02762130 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00249052 EFTA01332570 0 I 3 3 17-15 O 0 0 aenforce the payment of any amounts which may have been assigned to it or to which it take any action to collect or 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 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 manufactures 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 MCC. 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. 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 (ROY 11/99) 6 SDNY_GM_02762131 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00249053 EFTA01332571 SDNYGM02762132 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00249054 EFTA01332572 • - 0 ! 3 5 4 pay for insurance thereon, May order and pay0for the repair, maintenance and preservation thereof, and may pay 17-13 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 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 bo transferred into the name of RACC or its designed. 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 significantlyand 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 aro subject to the limitationsset forth In the Governing Documents that relate to Debtor's 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 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 11/00) 7 SDNY_GM_02762133 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00249055 EFTA01332573 SDNY_GM_02762134 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00249056 EFTA01332574 (1 0 0 10 00 ! 13. Change of Address. Debtor will notify RACC in writing of any change of address from that shown in this 17-1( 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 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 PROCEEDING S. 15. Enforceability. The unenforceabilay 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 shat) be changed orally, but only by writing signed by the parties hereto. DEBTOR HEREIN ACKNOWLEDGES THAT DEBTOR HAS READ AND FULLY UNDERSTAN DS ALL OF THE TERMS AND CONDITIONS OF THIS SECURITYAGREEMENT. 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:Li/ n - day te/27$19 9%; at Wichita, Kansas. Debtor. AIR Debtor. N/A N/A r (signature) itle) 1 (title) e, lnc .) mo-naft- tvf A /R&M? u_c mana 6.0r naut Address: 527 Madis n Ave., 18th Fl. Address: N/A New York, NY 10022 RAYTHEONMR,CRAFT CREDIT CORPORATION By: I. "RACC" (Rev 11199) a SDNY_GM_02762135 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_OO249O57 EFTA01332575 /7-10 • SDNY_GM_02762136 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00249058 EFTA01332576 f) 0 0 f) 0 0 0 ' 3 5 17- 9 FAA ASSIGNMENT (TO BE USED FOR ADDITIONAL ASSETS - LOANS) ASSIGNMENT (the "FAA Assignment'), executed by RAYTHEON AIRCRAFT CREDIT CORPORATION, a Kansas corporation ("UGC"), 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"). Ea a EILI: 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 Ast‘cuient 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 December 3_L 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_02762137 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA ())249059 EFTA01332577 11-2 • . SDNY GM 02762138 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00249060 EFTA01332578 el 0 0 ? 0 7 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 tra 4, Tide: Vice P dent, John S. Myers Dated: December 31. 1999 2 SDNY_GM_02762139 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00249061 EFTA01332579 /7- SDNYGAL02762140 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00249062 EFTA01332580 ' G r.) 0 0 0 0 0 ! 3 5 ;1 17-5 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 "Purchased), 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. 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_02762141 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00249063 EFTA01332581 17-q- SDNYGM02762142 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00249064 EFTA01332582 II 10 q 0 0 0 3 5 9 2 17-3 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_02762143 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002 49065 EFTA01332583 SDNY GM 02762144 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00249066 EFTA01332584 ri i s 7 o 0 0 3 S 3 1-7-f 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: 9i de:Ce P 'dent John . Myers Dated: December 31. 1999 3 SDNY_GM_02762145 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00249067 EFTA01332585 17 • I hereby certify that I haye compared the fore- z," :"nscon.g with the original true and correct hZ i bid Z Cut V v s '.11.k,“ %frit SDNY_GM_02762146 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00249068 EFTA01332586 1- ILA %..•■ • FORM APPROVED OMB No. 2120-0042 TFUASPOFETITIOSU kJ LS •, 0 "1 '--0 - J UNG-Gs 99ATES OF AMERICA DEPART/2OM ai tA FIDDSRAL AVULSION ADMINISTAATION-MIKE NIONIRONIES ttlICAL CENTER AIRCRAFT REGISTRATION APPLICATION CERT. ISSUE DATE UNITED STATES REGISTRATiON NUMBER AIRCRAFT MANUFACTURER & MODEL Nsisck .9 .2.811-12 1 6 -3 AI REKV - homi Ai yrt-af 1- nrrnparty Berm-Mee AfirlA 0 FEB 2 3 20.0D AFT RK-244 FOR FAA USE ONLY TYPE OF REGISTRATION (Check one box) O 1. Individual O 2. Partnership CI 3. Corporation gace. Co-owner O S. Gov't O B. NCInCiltmin NAME OF APPLICANT (Person(s) shown on evidence of ownership. II IndIvklual, give last name. first name, and griddle Initial.) • 1. ATRCAP LLC c/o address below OWNING an undivided 12.5% Interest 2.-0 See Attachment owning the interest as shown on the attachment TELEPHONE NUMBER: ( 316 ) 676-8000 ADDRESS (Permanent mailing address for first applicant listed.) Number and street: 101 South Webb Road Rural Retie: P.O. Box: CITY STATE ZIP CODE 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 tease or dishonest answer to any question In this application may be grounds for punishment by fine and/or knpdsonment Cede, TIte IS, Sea. 1001). S. CERTIFICATION IANE CERTIFY: (1) That the above Month Is owned by the undersigned applicant, who Is a citizen (Including corporations) of the United States. (For voting boat- gin name of trustee- ) on CHECK ONE AS APPROPRIATE: a. 0 A resident assn• with alien registration (Fenn 1-151 or roan 1-551) No. A notscittten corporation organized and doing business under the laws of (state) b. 0 and said aircraft Is based and primarily used In the United States. Records or night hours we available for Inspection at (2) That the akcraft Is net registered under the laws of any foreign country; and (9) That legal evidence of ownership Is attached or has been Med with the Federal Aviation Administration. NOTE: II executed for co-ownership all applicants must sign. Uso reverse side 0 necessary. TYPE OR PRINT NAME SIGNATURE SIGNATU DATE Z-"" C es....-.---- - Wth:Orr Trvel Air ianager—Gi Company EACH PART ornos /11/2000 1. T . Carr acting as attorney -in -fact SIGNATURE Tina DATE APPLICATION MUST 2.-fci See Attachment BE SIGNED RI INK SIGNATURE TTTLE DATE NOTE Pending teileStleJEsperfEalbARICHEariniaFthe aircraft may be operated for a period not In excess el e0 days, °IRE'S trerEXPWIEthigailogitramOn'amod In the aircraft AC Form 8050-1111 7) Supersedes Previous Edition SDNY_GM_02762147 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002 49069 EFTA01332587 .16 -d - • CZ T Ud ZZ 93d OIL SDNY GM 02762748 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 0249070 EFTA01332588 r _n_ ill___RA -.79REGISTRATION eirridaptifiviLy 16-1 APPLICATION N gaffe, e•-•tileltam39--b. N793TA Reecklet 400A Serial: RIC-244 Name of applicant: Owning 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 #2 4.) Southeastern Mills, Inc. 12.5% do applicant #2 5.) REI Air, LLC 12.5% do applicant #2 6.) Interactive Pictures Corporation 6.25% do applicant #2 7.) Magnatech International, L.P. ' 6.25% do applicant 82 8.) Morteza Ejabat Trustee of the Morteza Ejabat Trust 6.25% do applicant #2 -4 9.) SL Wings, LLC 6.25% do applicant #2 10.) CIAO, LLC 6.25% do applicant #2 Signatures: Title: Date: Senior Contracts Manager of Raytheon Travel Air Company //accoaa 3-10.) Senior Contracts Manager of Raytheon Travel Air Company Acting as Attorney-in-Fact . Carr a- PensiStibia ‘4, a_ I d eat r anwt-t.;p, Pcc44-P O2-10(C et Vav L. , By signing above, the applicant agrers and stipulates (I) to the terms, conditions and certification of the AC Form 5050.1 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 (iii) the Application may be executed by the co-owners by executing separatecounterpart signature pages, each of which when to executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same application SDNYGM02762149 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0024907 I EFTA01332589 SDNY_GM_02762150 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00249072 EFTA01332590 UNITED STATES OF AMERICA FORM /4PPROVED US DEPARTMENT OF TRANSPORTAllON FEDFAAL AVIATION ADMINIMTPATICC4 OM NO 21204002 • AIRCRAIFT1BILIsrPFSILE) 0 FOR AND IN CONSIDERATION OF S I OTHER VAT-VASIL 9_ 0 3 A p 2 275 I CONSIDERATIONS THE UNDERSIGNED OWNER(S) OF AN UNDIVIDED INTERESTIN THE LEGAL AND BENEFICIAL TTTLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: /5--/ UNITED STATES 41.2tHR K u< BL.3 clso :TY.L'AN'S REGISTRATION NUMBER N793T . nliCOROLD C111 AIRCRAFT MANUFACTURER E MODEL Raytheon Aircraft Company Beechlet 400A AIR.-RAFT SERIAL No. FEE 23 11 so 'Li RK-244 ' II.N DOES THIS 30th DAY OF December 1999 I I. .ti'''H HEREBY SELL GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO AN UNDIVIDED Dona wm• IRIS Wool 6.25s INTEREST IN SUCH AIRCRAFT UNTO: FOR FAA USE ONLY NAME AND ADDRESS RIDIVIDUALCS). CVO LAST NAMMLRNAME. AND WOOLS Donau) OWNING 0./ an undivided 6.25% Interest cn CIAO, LLC 101 South Webb Road CS a Wichita, KS 67207 a. D. DEALER CERMICKIE HUMBER Mei) /* ns W r i Th3 C25for, SySCLATGIRE,ADIHNistRaviep AND ASSIGNS TO OULAIII. SAID ADLCMFT POREVIE, AND WARRANTS1HE [a mummy WHEREOF we HAVEErr DueIwo AND sw.nes 30th any OF December 1999 NAME (S) OF SELLER SIGNATURE (S) TITLE (m= nurmID) We ROO (U cameo ITHED OR ARMED, FOR COoymiNCWW. ALL MUST SWAY SELLER R n Travel Alr Com Te L Cart Sr. Contracts Mane er I ACKROWLEDC!MEW (HOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWSVD.MAY BE REOUIRED DY LOCAL LAW MA VALmrry nv ism morn. CERTIFIED COPY TO BE RECORDED BY FAA ORIGINAL: TO FAA 0AA-6- Ht iv\* -1 SDNY_GM_02762151 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00249073 EFTA01332591 I5 I hereby certify that I have omp fore- VI4OHIr un original thethe /Fon c withared and g. true and correct reof. C3 I ZZ SDNY GM 02762752 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00249074 EFTA01332592 UNIIEL STATES OF AMERICA FORM APPROVED US OIWAR111017 OF TRANW.ORTATHIp FEDEFALNAATN OMR NO 21200042 AIRCRAFT BILIADFISALEI 3 -I FOR AND IN CONSIDERATION OF s I & OTHER VALUABLE CONSIDERATIONS THE UNDERSIGNED OWNER(S) OF AN P 22- 7 5 0 UNDIVIDED INTEREST IN THE LEGAL AND BENEFICIAL TITLE Of THE AIRCRAFT DESCRIBED AS FOLLOWS: i4- 1 UNITED S i A IBS fyf311IhR d /*Mgt/ L.I.47.-0 , ANia• • . REGISTRATION NUMBER PII7931A RE';..oh0E0 AIRCRA9 MANUFACTURER & MODEL Raytheon Aircraft Company Beechjet 400A .AIRCRAFT SERIAL No. ILE 13 Ij4yA.iFie RK-244 r L • :N DOES THIS 15th DAY OF December 1999 HEREBY SELL GRANT. TRANSFER AND DELIVER ALL RIGHTS. TITLE, AND INTERESTS IN AND TO AN UNDNIDED 0* Sol Wile blunts* 6.25% INTEREST IN SUCH AIRCRAFT UNTO: FOR FAA USE ONLY NAME AND ADDRESS 07 INDSInovAL(S). GinLAST NAKS. FIRST NAME AND MMUS ortnAL) OWNING PURCHASER an undivided 625% Interest SL Wings, LLC 101 South Webb Road Wichita, KS 67201 DEALER CERTIFICATE NUMBER A S JO NAVE AND TO HOLD SINL/LARLY IHE SAID AIRCRAFT FOREVERAND WARRANTS TIE TITLE THEREOF. 111ITSMAONY VMEREOF WE HAVE SET OUR HARD AND SEAL THIS 15th DAv OFDecember 1999 NAME (S) OE SELLER SIGNATURE (S) TITLE (ME OR PROBED) ON INK) OF MC:MD MITED OA ?MIMI FOR CCIOVINEPSHIA ALL NWT stON,) SELLER Raytheon Travel Air Company Terry L. Carr—Zie ."- .,--_.. Sr. Contracts Manager n 7 ORIT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER. WS BY LOCAL LAW FOR vAtiorryornm INemtlucxt1 CERTIFIED COPY TO BE RECORDED BY FAA ORIGINAL: TO FAA °Ails Atv,:te \ et- T- SDNY_GM_02762153 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00249075 EFTA01332593 /it I hereby certify that I have compared the fore- VW0Hrlftg,with the original 1In land I' true and correct CZ I kid 'Ch;. SDNY_GM_02762154 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00249076 EFTA01332594 UNITED STATES OF AMERICA FORM APPROVED US DGANnosawATRANIR " "F I iE r g awl-13—.17"o FOR AND IN CONSIDERATION DI- S I @ OTHER VALUABLE 3 1 S p 2 Z 71 9 OMB NO. 2120.000 CONSIDERATIONS THE UNDERSIGNED OWNER(S) OF AN UNDIVIDED INTEREST (N THE LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: 13-1 UNI FED STATES telswit-n3 clan Nit wtgt .F ' • REGISTRATION NUMBER N793TA RE :OMB AIRCRAFT MANUFACTURER S MODEL Raytheon Aircraft Company Beechjet 400A . AIRCRAFT SERIAL No. FEB 23 II us Al4 RK-244 F • t (IN DOES THIS 7th DAY OF December 1999 HEREBY SELL GRANT, TRANSFER AND DELIVER ALL A. .4T•34 RIGHTS. TITLE, AND INTERESTS IN AND TO AN UNDIVIDED Do NotIMO In Tels Block 6.25% INTEREST IN SUCH AIRCRAFT UNTO: FOR FAA USE ONLY NAME AND ADDRESS INDIVIDUA10). GIVE LAST NAME FEW NAM. AND NICOLE PETAL) OWNING PURCHASER 6.25% Interest au undivided Morteza Ejabat Trustee of the Morteza Ejabat Trust 101 South Webb Road Wichita, KS 67201 DEALER CERTIFICATE NUMBER EXECUTORS. ADMINISTRATORS. AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY INt SAID AIRCILAFT F0REvER. AND WARRANTS THE EBSOF. DI TESTIMONY WHEREOF WE HAVE SET OUR HAND AND SEAL OHS 7th DAY OF December 1999 NAME (S) OF SELLER SIGNATURE (S) III LE (TYrt OR MYTED) IM Roo OF EXECVITD @TIMOR PRIMED) FOE O>owNERSKR. ALL MUST fitly g .•••-.......--.-- A ia Raytheon Travel Air Company Terry L Carr t 4. Sr. Contracts Manager ..3 ..3 63 40 ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING HowEVER.MAY BE REQUIRED BY LAW FOR VALIDITY OF TNR INSTRUmrwr ‘ CERTIFIED COPY TO BE RECORDED BY FAA ORIGINAL: TO FAA SDNY_GM_02762155 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00249077 EFTA01332595 13 I hereby certify that I VIWYAll@kared the lore- r.' ., going. With,Clhe original d• e agd correct CZ O. ogee's"- ii:J SDNY_GM_02762156 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00249078 EFTA01332596 UNITED STA (ES OF AMERICA TOWe AsTITROVED U s DEPARITIDIT OF TVANSPORTATION IITUT• TT CMI ND 2120-004 2 AIRCRAFT BI, 0 A Atrirt 3 .] FOR AND IN CONSIDERATION OF S I & OTHER VALUABLE CONSIDERATIONS THE UNDERSIGNED OWNER(S) OF AN P 227 4 8 UNDIVIDED INTEREST IN THE LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES NFf ASH*, rut' rui c.6a Ra.A.A+ Cd1/4."Plit: REGISTRATION NUMBER N793TA nt ORDE9 AIRCRAFT MANUFACTURER & MODEL Ra theon Aircraft Company Beechjet 400A , AIRCRAFT SERIAL NO. RK-244 FEE n DOES THIS 29th DAY OF November 1999 . r e'en' HEREBY SELL GRANT: TRANSFER AND DELIVER ALL ,A TIAN RIGHTS, TITLE, AND INTERESTS IN AND TO AN UNDNIDED Ds NOYES, /WINE Mock 6.25% INTEREST IN SUCH AIRCRAFT UNTO FOR FAA USE ONLY NAME AND ADDRESS EIDIVIDIML0), GIVE LAST NMC.FIRST NAME. MID MIDDLE INTIIAL) OWNING PURCHASER an undivided 6.25% Interest Magnatech International, L.P. o- PEmn>ji"'"A—' P in Mr ? 101 South Webb Road pranfirvAsky Wichita, KS 67201 DEALER CER1TFICATENUMBER ZIUTICIS GCC CZ-B :Eel. .4.1646IFFENVEFROginstRISaRs, AND ASSIGNS TO Nwvl ANO TO ROLDSINGULA$LLY DIE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN rumnoxv WHEREOF wsimvssrr OUR HAND AND SEQ.THIS 29th DAY OF November 1999 NAME (S) OF SELLER SIGNATURE (S) TITLE OWL Oa MUTED) Mt rod (19 LICLCUTTIT (1171.1) DR MINTED) FOR ODOWNEASHIP. ALL MUST MEW ........,.--. . SELLER Raytheon Travel Alr Company Tarty L. Carr ..,.. (-:- Sr. Contracts Manager AL, OWLEDGEMLNI (NOT REQUIRED FOR PURPOSES OF FAA AECOROWp. HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VAT (my), nr niL tmcnI wu CERTIFIED COPY TO BE RECORDED BY FAA ORIGINAL: TO FAA SDNY_GM_02762157 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00249079 EFTA01332597 I hereby certify that I have compared the fore- goingwith the original andiH 9 true and correct uifild SDNY_GM_02762158 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00249080 EFTA01332598 UNITED STATES OF AMERICA FORM APPROVED VS DEPART/6NT Of IMNSnekTA Aym Ova NO 2i1,4442 AIRCRAFT BI L FOR AND IN CONSIDERATION OF S I & OTHER VALUABLE 3 gl 3 p Z 2 7 4 7 CONSIDERATIONS THE UNDERSIGNED OWNER(S) OF AN UNDIVIDED INTEREST IN THE LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: /1-1 UNIIED STATES e . Z.X2/ilt si r itj &La mr- " AYc.:r REGISTRATION NUMBER 93T 1.ttlh0L0 AIRCRAFT MANUFACTURER & MODEL Raytheon Aircraft Company BeechJet 400A AIRCRAFT SERIAL No. FEB 1144 A:1 1 RK-244 DOES THIS 23rd DAY OF November 1999 IL HEREBY SELL GRANT. TRANSFER AND DELIVER ALL A RIGHTS, TITLE, AND INTERESTS IN AND TO AN UNDIVIDED IMHants M Tw RNA 8.25% INTEREST IN SUCH AIRCRAFT UNTO: FOR FAA USE ONLY NAME AND ADDRESS (W INDIVED0AL(D. GIVEDarn/AmFOOT NAME AIM=OLT MmAL) OWNING PURCHASER an undivided 6.25% Interest Interactive Pictures Corporation 101 South Webb Road Wichita, KS 67201 DEAIER CERTIFICATE NUMBER ATITTnirl) SINGULARLY HIE SAID AMCRAFTI.ORE VLIt.. AND WARRANTS TIC IN TESTIMONY WHEREOF WE HAVE snout 'won° szALTtas 23rdwetor November 1999 NAME (S) OF SELLER SIGNATURE (Sy TITLE HYPE OR HUNTED) IT/4 goo Hr EXECUTER (MID OR PRINTED) POROCLOWNERSHIP.ALLIdM HON.) ...----,..- SELLER Raytheon Travel Air Company Terry L. Carr3 dr-,____ Sr. Contracts Manager ACRAOWLEDGEMEN (NOT REQUIRED FOR PURPOSES OF MA RECORDING: HOWEVER MAY BE REOUIRED BY LOCAL LAW FOR VALIDITY iv. Tin rnIvret zunn CERTIFIED COPY TO BE RECORDED BY FAA ORIGINAL: TO FAA M T SDNY_GM_02762159 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0024908I EFTA01332599 rf I hereby certify that I have compared the fore- going with the original and ss a true and correct eregf. vos'foll?Pro oat.. I 210 CZ I U8 ZZ " "4 SDNY_GM_02762160 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00249082 EFTA01332600 UNITFD STATES OF AMERica FORM APPROVED OS DEPARTUDET OF MUNRORTAMONptivETAVIIMON14tri Con M) 21200)0 AIRCRAFT BILL 0 SAYE SIDERATION LLII 3 s! 2 P 2 2 7 4 6 CONSIDERATIONS THE UNDERSIGNED OWNER(S) OF AN 10-I UNDIVIDED INTEREST IN THE LEGAL AND BENEFICIAL TIME OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES N 'LASH*, fut.44;n3 chart -to, entor REGISTRATION NUMBER N/93TA r;E Crain: u AIRCRAFT MANUFACTURER & MODEL Raytheon Aircraft Company BeechJet 400A "a< AIRCRAFT SERIAL No. FEE 23 11 44 Ai '60 RK-244 DOES THIS 1st DAY OF January 2000 L • • :!.1 HEREBY SELL GRANT. TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO AN UNDIVIDED 12.50% INTEREST IN SUCH AIRCRAFT UNTO: Do NOM° MThu Ilkdi FOR FAA USE ONLY NAME AND ADDRESS MIXVIDUALCM.GWE EAST Ma. Fast WM" AND mousarmy OWNING PURCHASER an undivided 12.50% Interest AIRCAP LLC 101 South Webb Road Wichita, KS 67207 DEALER CERTD1CATE NUMBER AND ji nx >OYS —IdIteoTORcorAOMBffialOtti. AND ASST M WARRANTS THE TO HAVE MW TO HOW SINGULARLY THE SAID AFACKAFT 'UWE& AND DI TESTIMONY WHEREOF WE NAVE SET OUR HAND AND SEAL THIS 1st DAY OF January 2000 NAME (S) OF SELLER SIGNATURE (S) (MEM MINTED) TITLE (RI IMO OF nsctrno ITYPED OR rutraw) FOR CO-OWNEASUIP. ALL MUST 5101.) SELLER Raytheon Travel Air Company Tony L. Carr ..."--re7 ; Z.-C4.... Sr. Contracts Manager ACKNOWLEDGEMENT (NOT REOUBLED FOR PURPOSES OF FAA RECORDING HOWEVER. MAY BE REOUIRED BY LOCAL LAW MR VA tinny Or imp Mt I nAm.i-r • ORIGINAL: TO FAA AtAjbe, M 4-T SDNY_GM_02762161 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00249083 EFTA01332601 /0 •• V4Olitrix0 dithtetiht?artel. I hereby certify A.810 .1" • : 1"1::0 compared ohihavccit. ez bid 22 going with the original 03d true and correct ed. u SDNY_GM_02762162 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00249084 EFTA01332602 FILING. COPY FORM APPROVED OMB No. 2120-0042 :) n ...... 4.-I 1 UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORfATICA4 J 15 1 FEDERAL AVIATION AIManniONANICII IIONRONEY AERONAUTICAL COMB AIRCRAFT REGISTRATION APPLICATION CERT. ISSUE DATE UNRED STATES CS I-1- ft_ q - 3 REGISTRATION NUMBER tC793T -A - 44 2 AIRCRAFT MANUFACTURER S. MODEL Raytheon Aircraft AIRCRAFT SERIAL No. Company Beechjet 400A I.. FEB 2 3 2000 RK-244 FOR FAA USE ONLY TYPE OF REGISTRATION (Check one box) O 1. Individual O 2. Partnership O 3. COrporallon 51%4. Co-owner 0 5. Elort. 0 8.1°11- en tiztbn NAME OF APPLICANT (Parson(s) shown on evidence of ownership. II indtvklual, give last name. first name. and middle InItlaO 1. REI Air, L.L.C. OWNING do address III below an undivided 12.5% Interest 2. -f -See Attachment owning the interest shown on the attachment TELEPHONE NUMBER: ( 316 ) 676-8000 ADDRESS (Permanent mailing address for first applicant fisted.) 101 South Webb Road Number and sent: Rural Route: P.O. Box: CT/ STATE ZIP CODE Wichita KS 67201 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 false or dishonest answer to any question In this application may be grounds for punishment by fine and/or imprisonment (U.S. Code. Title 18. Soc. 1001). Ili CERTIFICATION (1) That the above atecralt is owned by the undersigned applicom vitro Isar:19mm (including corporations) of the United States. (For tolling trust. give name of buster ) Or: CHECK ONE AS APPROPRIATE: a. CI A nielident alien. with alien registration (Form 1-151 or Fonn 1.551) No. b. ID A non-dezen corporation organized and doing business Uncle, the laws of (state) and said aircraft Is based and primarily used In the United States. Records or eight hours ere available for Inspection at (2) That the aircraft Is not registered under the laws of any foreign country: and (9) That legal evidence of Ownership Is attached or has boon filed with the Federal Aviation Administration. NOTE: If oxocuted for co-ownership a plicants must sign. Use reverse side If necessary. ,.. TYPE OR PRINT ONATURE SIONATUR TITLE DATE / EACH PAM Of THIS 1. • ///O3/9f Z. wAe. , g//efrots fer.1./. SIGNATURE TITLE DATE APPUCADON MUST 2.4See Attachment BE SIGNED IN ea( SIGNATURE TALE DATE NOTE Pending receipt of the Cerettcate of Aircraft Registration. the aircraft may be operated for a period not to excess of 90 doom during which urns the PINK copy of this appacatlon must be red in the aircraft. AC Ran 8050-1 (12/90) (0052-00828.9007) Supersedes Previous EdiSon 93z, P-.1 /1,5a a._, - S- 99 SDNY_GM_02762163 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00249085 EFTA01332603 • • 1,0 C bid El_ SDNY_GM_02762164 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00249086 EFTA01332604 • • AtITAISI7TP0AImatAFCHAGISTRATION APPLICATION N793TA )3eechid 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: 2.) Senior Contracts Manager of Raytheon Travel Air Company I i /19 .79 Texc4L Carr Senior Contracts Manager of Raytheon Travel Air Company Acting as Attorney-in-Fact /19 /99 L. Carr By signing above, the applicant agrees and stipulates (I) to the terms, conditions and certification of the AC Form 8050-I Aircraft Registration Appication, 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 (al) the Application may be <scented by the co-owners by executing separate counterpart signature pages, each of which when so mailed and delivered shall be an original, but all arch counterparts shall together constitute but one and the same application SDNY_GM_02762165 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00249087 EFTA01332605 C bid 2 339 66, SDNY_GM_02762166 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00249088 EFTA01332606 FORM APPROVED MEMO STATES OF AMERICA LwenolocoolowmpOR OVOS9 21200342 U S OAPARPAINT Of OUOtooRTA AIRCRAFT B F SALE U U m!, ) L! 1 5 9 FOR AND IN CONSIDERATION OF S I & OTHER VALUABLE CONSIDERATIONS ME UNDERSIGNED OWNER(S) OF AN UNDIVIDED INTEREST IN THE LEGAL AND BENEFICIAL Tras 2-I OF THE AIRCRAFT DESCRIBED AS FOLLOWS: A RECORDED ' REGISTRATION NUMBER N793TA AIRCRAFT MANUFACTURER 8 MODEL Raytheon Aircraft Company Beechjet 400A Fa 2.3 CP; ;,:1""CO44Ar AIRCRAFT SERIAL No. RK-244 DOES THIS 19th DAY OF November 1000 pyll HEREBY SELL GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO AN UNDIVIDED Ds Hanna Unlit Wed, 12.50% INTEREST IN SUCH AIRCRAFT UNTO: FOR FAA USE ONLY NAME AND ADDRESS INDIVIDUAtoL ow SATs NAME. FOSTNAME AND PADDLE ansLu..) OWNING PURCHASER an undivided 12.60% Interest REI Air, LLC 101 South Webb Road Wichita, KS 67201 DEALER CERTIFICATE NUMBER M7615 55intagrwoxawansatart* AND ASSICS TO WAVE AND TO H61:63I 1 SAID N0. FOREVER. AND WARR/JOS THE E THEREOF. INTEsnmony WHEREOF WE HAVE SET OURImo AND SEAL nes 19th DAY OF November 1999 NAME (S) OF SELLER SIGNATURE (S) TITLE (MEDi sAunED) (04000 OP Execno (TYPED OR ramITD) SCR 004Wranno. AU.MUST SIGN.) SELLER Raytheon Travel Air Company Terry L Carr rr e „GC__ Sr. Contracts Manager il oveLLoGukuorr (NOT REWIRED FOR PURPOSES OF FAA REOONDDIG: HOWEVER. MAY BEREWIRED BY L.ScAL. LAW FOR volorre Or no IT1C71)I TUCNT % CrEnTiFiED COPY ORIGINAL: TO FAA RECORDED BY FAA SDNY_GM_02762167 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00249089 EFTA01332607 I hereby certify that I have compared the fore- going the original and i e and correct t:OR H • ' • se. . I !() C° 1 " 1 ho S Lk/ J.• SDNY_GM_02762168 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00249090 EFTA01332608 FORM APPROVED UNITED STATES OF AMERICA MONO 2120CD* US DEPARIMENT OF TRANsFORTATCS F£DiML FIAT ADFOrSTION1 AIRCRAFT BILL OF S'ALE' FOR AND IN CONSIDERATION OF $ I & OTHER VALUABLE L 1 5 Li 8 CONSIDERATIONS THE UNDERSIGNED OWNER(S) OF AN UNDIVIDED INTEREST IN THE LEGAL AND BENEFICIAL TITLE 1-I OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNTIED SPAT ES a ca. a:a::E • REGISMATION NUMBER N793TA RECORDED AIRCRAFT MANUFACTURERS MODEL Raytheon Aircraft Company Seechjet 400A AIRCRAFT SERIAL No. f8823 ; 9°, 10040w RK-244 DOES THIS 19th DAY OF November 1999 •' HEREBY SELL GRANT. TRANSFER AND DELIVER ALL .4 RIGHTS. MILE AND INTERESTS IN AND TO AN UNDIVIDED De Nownsia; m i.,,jjIS (RATION 12.50% INTEREST IN SUCH AIRCRAFT UNTO: FOR FAA USE ONLY NAME AND ADDRESS Ri DSND)VAµS), OWELAST NAME,FIRST t4.04:E ANDMoat INITIAL) OWNING PURCHASER an undivided 12.60% Interest Southeastern Mitts, Inc. 101 South Webb Road Wichita, KS 67201 DEALER CERTIFICATE NUMBER •j_ AND TO 175TLES 'AGMSSOTS . AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY Mt SAID AIRCRAFT FOREVER, AND WARRANTS THE 1NEFtEOF D4 IMONY WHEREOF WE HAVE SET OUR HAND AND SEAL THIS 19th DAY OF November 1999 NAME (S) OF SELLER SIGNATURE (S) TITLE TYPE OR PRIMED) ON CM OF Caarreo (TYPED OR =DM FOR COOwNlasuu) AIL MUST SIGN -- --------- 4/ ........-• SELLER Raytheon Travel Air Company Terry L. Carr /7, - C---4---- Sr. Contracts Manager ACKNOWLEDGEMENT (NOT REel/ROD FOR PURPOSES OF FAA RECORDING: HOWEVER MAY BE REOUIRED BY LOCAL LAW FOR vAttorry or THE rtiViRnsinrr 1 CERTIFIED COPY TO BE RECORDED BY FAA ORIGINAL: TO FAA SDNY_GM_02762169 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00249091 EFTA01332609 I hereby certify that I have compared the fore- , „tl fOu'll:Io going with the original " ' "" • • add it ue and correct F. .t .•C bid• Er a?, 6, SDNY_GM_02762170 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00249092 EFTA01332610 FILING COPY 0 O 0 1 3 1 0 Or 14°- 2" 041 9 UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORT/01ON • FEDERAL AVIATION ruminesTRATION-lawE OAOITRONEY AERONAUTICAL CORER - AIRCRAFT REGISTRATION APPLICATION CERT. ISSUE DATE UNITED STATES REGISTRATION NUMBER NCr91TDA LA aSH g_ AIRCRAFT MANUFACTURER & MODEL 6 -3 Raytheon Aircraft Company Beechjet 4OOA AIRCRAFT SERIAL No. DEC O 3 1999 R1C-244 FOR FAA USE ONLY TYPE OF REGISTRATION (Chock one boa) 0 1. Individual 0 2. Partnership 0 3. Corporation 6 4. Co-owner 0 5. Gov't. 0 S. N°" -Cidzem Corporation NAME OF APPLICANT (Person(s) shown on evidence of ownership. If Individual, give last name. first name, and made HAILS) 1. Michels Pipeline Construction, Inc. _OWNING c/o address below an undivided 25% Inters St 0 2.- See Attachment owning the interest as shown on the attachment TELEPHONE NUMBER: ( 316 )626-13000 ADDRESS (ParrnaneM mating address for find applicant bated.) Number and street 101 South Webb Road surer Route: P.O. Box: CITY STATE LP CODE Wichita KS 67201 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 Wee or dishonest answer To any question in this application may be grounds for punishment by are and / or Imprisonment N.S. Code, Tian ter, Sec. 1001). CERTIFICATION Ilk L,WE CERTIFY: (1) That the above aircraft is owned by the undersigned applicant, who teacake.% Enciuding craPorations) of the tinned States. (For voting bust, give name of buster ) or: CHECK ONE AS APPROPRIATE: a. 0 A resident a/fen, with alien registration (Fenn 1-151 or Form 1-551) No. b. 0 Anon-citizen corporation organized and doing business under the taws of (state) and said aircraft Is based and prknadly used in the United States. Records or night hours are available tor Inspection at (2) That the aircraft Is not registered under the laws of any foreign country: and (3) That legal evident:, of owns ship b attached or has been filed with tho Federal Aviation Administration. NOTE: If executed for co-ownership all applicants must sign. Use revorSe side If necessary. TYPE OR PRINT NAME BELOW S NATURE SIONATU , t e, TITLE DATE gii 1. aez-. Vice eZie:c. i1 k 1 cii t Z SIGNATURE TITTLE DATE i M% II 2 - ffsi coya itrtpr-hmont SIGNATURE TITLE DATE NOTE Pending receipt of the Certificate of Aircraft Registration, the aircraft , jrga gigl a di insrag? days, during which li me the PINK copy of this aPPlinetion must be =Ca, Tel FYAIRP I_ -00 AC Fare 13050-1 (12/90) (0052.00428.9007) Supersedes Previous Edidoer 9 Cqard 9e, '-r SDNY_GM_02762171 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00249093 EFTA01332611 i i NAONAV 1;1O • •.,-% 1-k:, !". • V • (az AA. va ZZ SDNY_GM_02762172 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00249094 EFTA01332612 • 0 0 0 1 J 1 3 1 7 0 6-1 ATTACHMENT TO AIRCRAFT REGISTRATION APPLICATION N793TA Amble% 400A Serial: RK-244 Name_of applicant: Owning an undivided Address: Interest of: 2.) Raytheon Travel Air Company 75% Shown on original form hereto Signatures: Title: Date: 2.) Senior Contracts Manager of Raytheon Travel Mr Company Ter . Carr By signing above, the applicant agrees and stipulates (I) to the terms, conditions and certification of the AC Form 8050-I Aircraft Registration Applcation, to which this page is atuebed (the "Application"), (ii) I bat 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 he an original, but all such counterparts shall together constitute but one and the same application SDNY_GM_02762173 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00249095 EFTA01332613 -•6 VW0HV 1X0 83 II WU 33 ilOW 66. SDNY_GM_02762174 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00249096 EFTA01332614 UNITED STATES OF AMEr FORAM APPR=0 S OWARTMIOW MVINSPORTATpr ROV AoktisrAnosj 2 I. I OMB NO. 21200042 AIRCRARTSBIL= ALE' 7033::13 FOR AND 04 CONSIDERATION OF S I & OTHER VALUABLE CONSIDERATIONS THE UNDERSIGNED OWNER(S) OF AN UNDIVIDED INTEREST IN THE LEGAL AND BENEFICIAL TIME 5-I OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES COHCMICE hi CADE() REGISTRATION NUMBER N793TA AIRCRAFT MANUFACTURER & MODEL Raytheon Aircraft Company Beechlet 400A AIRCRAFT SERIAL Na DEC 3 11 57 1109 RK-244 .Wital)11 DOES THIS 2nd DAY OF November 1999 p HEREBY SELL GRANT, TRANSFER AND DELIVER ALL RIGHTS, lTILE. AND INTERESTS IN AND TO AN UNDIVIDED Os IIFIbRO b TM 'Emit 25.00% INTEREST IN SUCH AIRCRAFT UNTO: FOR FAA USE ONLY NAME AND ADDRESS INDIVIDUAL(1). CHT. LAST NINE MST NAME MO MIDDLE INITIAL) OWNING an undivided 25.00% Interest PURCHASER Michels Pipeline Construction, Inc. 101 South Webb Road Wichita, KS 67201 DEALER CERTZFICAIE NUMBER AI+DTD I5 St( CCO 43,WHIRibwa. nv. TO NAVE AND TO ID SINOOIARLY DIE SAID AIRCRAFT1.0al/kA AND WARRANTS WE TITLE THEREOF. scresnmotry WHEREOF we HAVE str OUR HAND AND SEAL THIS 2nd any OF November 1999 NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPE OX meow) (H2 pm mr EXECUTED (TYPED OR PMT O) FOR COOwNIASHEr. ALL burn MON SELLER Raytheon Travel Air Company Terry L. Car*H - Con...., Sr. Contracts Manager ACKNOWLEDGEMENT NOT REQUIRED FOR PURPOSES OF FAA RECORDING. HOWEVER MAY RERIOOIRF'D nv LSCAL SAW WM vA r mint nrrux wc-raT rumre t CERTIFIED COPY TO BE RECORDED BY FM ORIGINAL: TO FAA l)cineaMfgeo3 /fr z -99 teabIEWcbionir SDNY_GM_02762175 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00249097 EFTA01332615 11 S I hereby certify that I lOtentten A Ve vi.•C." goingcompared the fore- with the original e and correct sz II U3 :V°“' VL SDNY_GM_02762176 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00249098 EFTA01332616 FORM APPROVED r v • rg il l e .) 5 OMB No. 2120.0042 c'T II— ic It — III UNITED STATES CX AMERICA DEP Ehrr F SPORTATTO siscienAL Avumose AnissamAnwessce itOrMONEY Assiotumncru_ CENTER 14 ---1 AIRCRAFT REGISTRATION APPLICATION CERT. ISSUE DATE UNITED STATES REGISTRATION NUMBER 14 428HR AIRCRAFT MANUFACTURER A MODEL PAV±hr -141 Ai rrraft Co.._ 400A mflowrspialm No. 1- --, C 1) RTC-244 FOR FAA USE ONLY TYPE OF REGISTRATION (Check one box) EI 1. Individual 0 2. PartnOrthil, fl 3. Corporation 0 4. Co-owner 0 S. GOO. 0 a. Non-citizint NAME OF APPLICANT (Person(s) shown on addaxe of ownership. If InclividuaL give last name first name and Middle loan e l Raytheon Travel Air Company TELEPHONE NUMBER: ( 316) 676-8056 ADDRESS (remanent mailing ad:Irises for first apdicent listed.) Nurnbiw and street: 101 S. Webb Road Rwal Rana: P.O. Sec CITY STATE ZIP CODE Wichita Kansas 67206 m 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 Idea or dishonest answer to any question In the application may be grounds for punishment by lino and /or imprisonment (US. Code, Tide 13, Sec. 1001). 4111, l/WE CERTIFY: CERTIFICATION (1) That the above ainwalt Is owned by the widefilifined aPP4I4arit• wisp is a Citizen (including corPoratiOna) of the United Mates. (For steno bust give nerve of busters* ) or CHECK ONE AS APPROPRIATE: a- 0 A reeklent li fer, With alien registration (Form 1-151 or Form 1-551) No b. 0 I A noacittuin caparagen agonized and doing business under the laws of (Mate) and said aircraft is based and prImartly used In this Untied States. Records or flight hours are available for L— -t-. at (2) That the aircraft Is not mcastarad under the laws of any foreign Country: and (9) That legal evidence of ownership Is attached or has been Ned with the Federal Aviation Administration. NOTE: If executed for co-ownership all applicants must sign. Use reverse side If necessary. TYPE OR PRINT NAME BELOW SIGNATURE SIGNATURE TiTLE DATE ... . — gii 1./042124.4r4rws. 4: "LA-1/0-19..ei.O.C.Q. V.P. - Controller Oct 29, 19 9 DATE t "w"ReWalliantWallisch TITLE g ra SIGNATURE TITLE DATE NOTE Perk/tog receipt el Ina Cartirortala a Aileen Registration, the aircraft may be operated lac a peeled not in excess el 90 drys. during which time the PINK copy of this affili4404n must be Canted in the eintfah- AC Form 8050-1 (12/90) (0052-00-628-9007) Supersedes) Previous Edition cwerdibleAr SDNY_GM_02762177 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00249099 EFTA01332617 • • '4114O1-1V 1)1O V.1O A11O 18 h B6. Cr.47. Nci V A SDNY_GM_02762178 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00249100 EFTA01332618 PPROWE OMBHOX 212 ®C j 1 0 a 3 3 2 canner of TFA2, 514:L EF I CARAgoNAommswamq 08 AIRCRAFT BILL.OF SALE FOR AND IN CONSIDERATION OF S UNDERSIGNED OWNERS) OF TH rd__THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT CIES• 3-4 CAMEO AS FOLLOWS: UNITED STATES ASTITSTRATION NUMBER r ill 428BR reli.2f0 AIRCRAFT MANUFACTURER & MODEL Rayttpon AirrrAft rn 400A AIRCRAFT SERIAL No. LEc 3 II '1'39 RK-744 DOES THIS 29 DAY OF OCt "./: W99 I ' !c:;II01 HERESY SELL. GRANT. TRANSFER AND DELIVER ALL RIGHTS. ME. AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: C.o NN Wit In The Black NAME AND ADDRESS FOR FM USE ONLY marooUsLas WW LMT EYE. PEER kmC.MO ucou verwa Raytheon Travel Air Company 101 S. Webb Road Wichita, RS 67206 O. DEALER COITIFICATI NLIAMIER MD 10 its SUCCeSSOrS IMEXT0XICEIGE0ID SOCULARCI THE SAD AIRCRAFT FOREVER MD TwARANTS nE TM TRIEZOItt AND ABSIGUS 10 .wt AND 10 .00 TUMOR TESIMNY MHEFEOF we NAVE SET our NANO MO SEAL IN. 29 DAY °F Oft " 99 way (s) OF BELLER „troop proceSM SIGNATURE CST TITLE ERPRORNDeturED CIPIDORPONRWM RACOORMSRAPRFU NLEST BONI • cc Raytheon Aircraft •, ../Sc Li vkc l \ w rnripany cpsignmtsa AgAnt .a ...I Joan Stanton III TO ACKNOWLEDGE ENT (NOT RIOURIto •E LOCAL LAN FOR VAuCITY OF INS INST OR PURPOSES OF IAA RECOROD/O. NORMA. IMP SE REOUTAEO Lorna ) ~9308 1 i I Z37 //-V-99 ORIGINAL TO FM AC /ono =Oa *so iNSN COS2404Qp4:0D3) Supwaedes Preece, &Mon CERTIFIED COPY TO BE F1ECORD i'l) BY FAA Q'16 Pt7d1QMinT SDNY_GM_02762179 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00249101 EFTA01332619 I hereby certify that I have compared the fore- goingg with the original and itjs a true and correct of. AIP"C 0 MV7X0 VROH1/73/0 C Wd h now 66. ••,:it- • f zi V V.11:1114 dillil r I SDNY_GM_02762180 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00249102 EFTA01332620 g-I U& Department Fight Standards Soaks P.O. Box 25504 01 Trainpodallm clvi Aviation RagIskso. MS-700 Oklahoma 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 RE-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 assistan P n1Paop rnn act the Aircraft Registration Branch at Sincerely, 5 Adele Fergus-O'Brien Legal Instruments Examiner Aircraft Registration Branch SDNY_GM_02762181 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00249I 03 EFTA01332621 d2' 6 SDNY_GM_02762182 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00249104 EFTA01332622 0 ,3 00003 1 46 MORGAN AIRCRAFT TITLE SERVICES, INC. bkamPaOm11041.046 1mmel/.0 KM/ 7 1mm UNSAMmAdtMmesCkNOXIMII • Date: 06/30/99 TO: FAA Aircraft Registry ATTENTION: Central Records ‘km35'e54- 61999 i? JUL 0 Please reserve ONE (1) special identification number(s) per order of choice. 42-8-1/4'4‘. N4281-ER 17 JUL 0 7 1999 re Choice god Choice 3r° Choice 4t° Choice Mcor Assignment to: Make and Model- RAYTHEON AIR C1WT COMPANY 400A Serial No.: RK-244 Registration No.: NEW AT FACTORY SEND O Notice O AC Form 8050-64 to: RAYTHEON AIRCRAFT COMPANY 2"--Form 8050-7 P.O. BOX 85 WICHITA, KS. 67201 I3 Please send to Morgan Aircraft Title Services in the Public Documents Room. ADDITIONAL INSTRUCTIONS 991811321092 8 10-00 06/30/1999 Thanks, ,_eel *0-11 03% 17 JUL 07 1999 SDNY_GM_02762183 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00249105 EFTA01332623 ech,:,..)1A6o OQ.Of 60 t , nv;I?.~ "id oe 44006, . SDNY_GM_02762184 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00249106 EFTA01332624