CLAIM OF LIEN Pursuant to Texas Statutes Everest Fuel Management LLC ("Claimant") hereby claims a lien in the following aircraft: AIRCRAFT: RAYTHEON AIRCRAFT COMPANY MODEL 400A AIRCRAFT REGISTRATION NUMBER: N727KB SERIAL NUMBER: RK-260 REGISTERED OWNER: PUMPJACK AVIATION LLC 1511 W 60TH ST CASPER, WY 826014203 This claim is for storage, fuel, repairs, maintenance work, improvements, enhancements, materials and labor, and/or services ("Services") furnished in the principal amount of $37,722.25. This Claim of Lien also secures interest at the rate of 18% APR, from March 26, 2020, together with attorney's fees, costs, and all assessments that accrue after the date of this lien. The date of last Services was March 18, 2020. Services were authorized by Moser Aviation, LLC and/or its agents or representatives and others. Claimant is not currently in possession of the aircraft. NOTICE: Pursuant to Texas Property Code Section 70.302, Claimant may claim possession of the Aircraft until the total amount due is paid in full. Pursuant to Texas Property Code Section 70.303, Claimant may exercise its statutory right to sell the Aircraft at public auction and apply the proceeds against the total amount due. Claimant: EVEREST FUEL MANAGEMENT, LLC I do her y affirm that the facts or matters stated or recited herein are true. By: /WC /O7A-1-O-2 rue:CUh)is 6-eivikfr•ip Commonwealth of Massachusetts : County of Norfolk, to wit Subscribed and sworn to before me this ZO day of PL k 2•07.0. . • • Notary Public My commission expires Pr \--) f 11 2-L\ t 2.o 710 • MCCIEM.CHMOLEA Noisy Mk Commonage" of lassaduses My Commlielon Expire Apri24.2026 201151342542 15.00 04124/2020 CK020826 Conveyance Remorded May/26/2020 02:05 PM FAA SDNY_GM_02758410 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245332 EFTA01329795 A.113 VN01-itrINO 6zz ue hZ hdV otoz NOI1Vd1SIDDI IdV888IV VVJ P,A (mu SDNY_GM_02758411 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245333 EFTA01329796 U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION CROSS-REFERENCE-RECORDATION AECORDED CONVEYANCE FILED IN: ''NUM: 727KB SERIAL NUM: RK-260 MFR: RAYTHEON AIRCRAFT COMPANY MODEL: 40DA AIR CARRIER: 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 AIRCRAFT SECURITY AGREEMENT DATE EXECUTED SEPTEMBER 10, 2019 FROM PUMPJACK AVIATION LLC DOCUMENT NO. CF010193 TO OR ASSIGNED TO FLATIRONS BANK DATE RECORDED OCT 11, 2019 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: Total Aircraft: I Total Engines: 2 Total Props: Total Spare Parts: N727KB WMINT F.144-3AP 252745 WMINT FJ44-3AP 252746 REGAR.UR (06/09) SDNY_GM_02758412 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245334 EFTA01329797 SDNY_GM_02758413 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245335 EFTA01329798 CERTIFIED COPY TO BE RECORDED BY FM 0 DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION FAA AIRCRAFT REGISTRY P.O. Box 25504 la Oklahoma City. Oklahoma 73125 AIRCRAFT SECURITY AGREEMENT NAME & ADDRESS OF DEBTOR/BORROWER: PUMPJACK AVIATION LLC 1511 W 60TH ST CASPER, WY 82601.6203 NAME & ADDRESS OF SECURED PARTY/ASSIGNEE/LENDER: Flatirons Bank 1095 Canyon Bind Suits 100 Boulder, CO 80302 NAME OF SECURED PARTY'S ASSIGNOR/GRANTOR: PUMPJACK AVIATION LLC 1511 W 60TH ST CASPER, WY 82601-6203 ABOVE SPACE FOR FAA USE ONLY THIS AIRCRAFT SECURITY AGREEMENT dated September 10, 2019, Is mods end executed between PUMPJACK AVIATION LLC ("Grantor") and Flatirons Bank ("Lender'). GRANT OF SECURITY INTEREST. For valuable consideration. Grantor grants to Lender a continuing security interest In the Collateral to secure the Indebtedness and agrees that Lender shall have the rights slated In this Agreement with respect to the Collateral, addition to all other rights which Lender may have by law. COLLATERAL. The word "CiNlaterer means the following• (A) The Aircraft (8) The engines and all avionics, Including without limitation the following specifically described engines or avionics or both: RAYTHEON AIRCRAFT COMPANY. 400A. RK-260. (C) Al log hooks. manuals. flight records, maintenance records. inspection reports. airworthiness certificates, and other historical records or Information relating to the Aircraft, including without limitation the following- (0) All attachments, accessions, parts. and additions to and all repacements of and substitutions for any property described above. (El All 'ante, accounts, chattel paper, general intangibles, and momn. arising out of or rated to use, rental. sale. tease. or other disposition of any of the property descnbed in this toilsome section. (F) All proceeds (Including emu/arca proceeds) from the sea or other tit...nit:on of any Section (G) All Associated Rights (as defined in the Cape Town Convention). The word 'Aircraft' means the following described aircraft. One (1) RAYTHEON AIRCRAFT COMPANY model 400A aircraft bearing manufacturers serial number RIF2S0 and United Stales Registration Number N727K8 (the "MrCraft") end two (2) WILLIAMS INTERNATIONAL CO LLC Model FJ44-3AP aircraft engines bearing manufacturer's serial numbers 252745 and 252746 which engines are In excess of 550 horsepower or the equivalent The manufacturers serial number for the Aircraft k RK-0260. end its FAA RegIstradon Number M N727KB. The word "Aircraft" atso means and includes without limitation, (1) the Arframe. (2) the Engines. and (3) any propellers. The word 'Airframe' means the Aircraft's airframe. together with any and all pens, applerat components. instrum ents. accessories. accessons. attachments. equipment. or avionics (including, without limitation, fedi& hider. navigation systems, or Other electronic equipment) instated in, appurtenant to, or delivered with or in respect of such arrame. The word 'Engines' means any engines described strove together with any other s✓craft engines which either now or in the future ars installed on, appurtenant to, or delivered with or in respect of the Airframe, together with any arid ail parts, appliances, components. accessories, accessions. attachments or equipment instated on, appurtenant to, or delivered with or In respect of such engines. The word 'Engines' shall also refer to any reptacement aircraft engine which. under this Agreement, Is ragweed or permitted to be installed upon the Airframe. RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Grantor's accounts with Lamer (whether checking, savings, ar-some tatho. maxim). This notices all accounts Grantor holds Jointly with someone else and all accounts Grantor may open in the future. However, this does not include any IRA or Keogh accounts. or any trust accounts for which setoff would be prohibited by law. Grantor motoring Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the Indebtedness against any and all such accounts, and, at Lenders option, to administratively freeze all such accounts to allow Lender to protect Lenders charge end setoff rights provided in this paragraph. DURATION. This Agreement snag remain in full force and effect until such time as the Indebtedness secured hereby. including principal. interest. Costa, expenses. attorneys' fees and other fees and charges. shall hem been paid in full, together with all additional sums that tender may pay or advance on Grantor's bear and interest thereon es provided In this Agreement. REPRESENTATIONS AND WARRANTIES CONCERNING COLLATERAL Grantor represents. warrants and covenants to Lender at all times white I hereby mai& that I have compared this document with the origiaal and k is a taw andcorrect copy thereof 4k a'~rst of the property described in this Carteret 192541455102 $15 Chi 0911/2019 SDNY_GM_02758414 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 0 0 0 S 0 S a a a 2 S O O O EFTA_00245336 EFTA01329799 SDNY_GM_02758415 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245337 EFTA01329800 AIRCRAFT SECURITY AGREEMENT Loan No: 19001654 (Continued) Page 2 this Agreement is in effect as follows: Aircraft. The Airframe with the Engines instead thereon is type certified by the FAA to transport at least eight (8) persons including crew or goods in excess of 2750 kilograms and the Engines are either Jet propulsion or turbine or piston technology and, in the case of el propulsion aircraft engines, have at least 1750 lb. of thrust or its equivalent end, in the one of turbine-powered or peton-POwered aircraft engnes, have at east 550 rated take-off shaft horsepower or its equivalent. Title. Grantor warrants that Grantor is the lawful owner of the Collateral and holds good and me/Natal:4 title to the Collateral, free and Cear of all Encumbrances except the hen of this Agreement. Grantor Is. or concurrent with the completion of the transactions contemplated by this Agreement will be, the rag stared owner of the Aircraft pursuant to a proper registration under the Federal Aviation Act of 1958, as amended. end Grantor qualifies in all respects as a citizen of the United States as defined In the Act. Grantor shall defend Lender's rights In the Coasters! eganit the claims and demands of as other persons. The Collateral Is not and will not be registered %Ade( the laws of any foreign Country, and Grantor is and will remain a citizen of the United States as defined in the Federal Aviation Act of 1958. as amended. Grantor shall promptly consent or cause its agent to, consent to the registration of the international Interest created hereby with the international Registry. Grantor is an epproved registry user under the Registry Procedures with full rights end privileges to access the International Regstry. Authority; Binding Effect. Grantor has the fun right. power and authority to enter into this Agreement and to grant a security interest in the Collateral to Lender. This Agreement Is binding upon Grantor as wen as Grantor's successors and assigns, and is legally enforceable in accordance with its terms. The foregoing representations end warranties, and all other representations and warranties contained in this Agreement are and shall be continuing in nature end shell remain n full force and effect until such time as this Agreement is terminated or cancelled as provided herein. Aircraft end Log Books. Grantor will keep accurate and complete logs. manuals, books, and records retelling to the Collateral. and will provide lender with copes of such reports and informal:or. relat/nu to the CoSalerei as tender may reesonably require from time to time Perfection of Security Interest. Grantor Wan to take whatever actions are requested by Lender to perfect and contnue Lender's security interest in the Collateral. Upon request of lender. Grantor will deliver to Lender any and all of the documents evidencing or constituting the Collateral, end Grantor will note tenders Interest upon any end all chattel paper and Instruments If not delivered to tender for possession by Lender. In particular, Grantor will perform, or will cause to be performed, upon Lender's request. each and all of the following: (I) Record, register and ill this Agreement, together with such notices. financing statements or other documents or instruments as Lender may request from lime to time to carry out fully the intent of this Agreement, with the FM in Oklahoma City, Oklahoma. United States of Mums and other governmental agencies, either concurrent with the delivery and acceptance of the Collateral or promptly after the execution and delivery of this Agreement. (2) Furnish to lender evidence of every such recording, registering, end fling. (3) Execute and deliver or perform any and all acts and things which may be reasonably requested by Lender with respect to complying with or remaining subject to the Applicable Laws (4) At or prior to the time of the making of the loan. Grantor will cause the International Interest to be validly registered with tho International Registry and to be searchable at the International Registry. Grantor, at its own expense. shall cause the ropstration the International Interest with the International Registry to remain valid and in effect at all times. Grantor hereby appoints Lender as Grantor's irrevocable attomeym-fact for the purpose of execubng any documents necessary to perfect. amend, or to continue the security interests granted in this Agreement or to demand termination Of flings of other secured parties. Londe: may at any time. and without further authorization from Grantor, file e carbon, pvitograpnic or other reproduction of any financing statement or of this Agreement for use u s financing statement. Grantor will reimburse Lander for alt expenses for the perfection end the continuation of the perfection of Lenders security interest in the Cotlaterel Notices to Lender. Greater will promptly notify Lender in writing at Lenders address shown above (or such other addresses as Lender may designate from time to time) prior to any (1) change In Grantor's name; (2) change In Grantor's assumed business name(s); (3) change in the management or in the members or managers of the limited liability company Grantor, (4) change in the authorized sIgner(s); (5) change in Grantor's prencipin office address; (6) change in Grantees state of organization; (7) conversion of Grantor to a new or different type of business entity; or (8) change in any other aspect of Grantor that directly or Indirectly relates to any agreements between Grantor and Lender. No change in Grantor's name or state of organization will take effect until after Lender has received notes Location of the Collateral. Grantor will hangar or keep the Collateral at A location acceptable to Bank or at Signature Aviation, Centennial Airport. 800 INTERPORT BLVD, SUITE 240. ENGLEWOOD, CO, 801 12 which Is its home airport or base location. Removal of the Collateral. Except for routine use. Grantor shall not remove the Collateral from its existing location without Lender's per written consent. Grantor shall whenever requested, advise Lender of the exact location of the Collateral. Inspection of Collateral. At any reasonable time, on demand by Lender. Grantor shall cause the Collateral (Including the logs, books, manuals, and records comprising the Colataral) to be exhibited to Lender (or persons designated by Lender) for purposes of Inspection end copying. lealikunance, Repairs, Inspections, and Licenses. Grantor, at its exPenas, shell do. or cause to be done, in a timely manner with respect to the Cotiateral each and all of the following: (1) Grantor Mal maintain and keep the Coasters in as good condition and repair as It is on the date of this Agreement. ordinary weer and leer excepted. (2) Grantor shall maintain and keep the Aircraft in good order end repair and in airworthy condition in accordance with the requIremants of each of the manufacturers' manuals end mandatory service bulletins end each of the manufacturers' non-mandatory service bugle:Ms which tate to ainvonhiness. (3) Grantor shall replace in or on the Airframe. any end as Engines, parts. apphancas. instruments or accessories which may be worn out. lost. destroyed or otherwise rendered unfit for use (4) Grantor shalt cause to be performed, on al per's of the Aircraft, all applicable mandatory Airworthiness Directives. Federal Aviation Regulations. Special Federal Aviation Regulations, end manufacturers' service' bufielint relating to eirworthtness. the compliance date of which eh& occur while this Agreement is in effect. (5) Grantor shall be responsible for as required Inspections of the Aircraft and licensing or re-licensing of the Aircraft In accordance with al applicable FM end other ocnremmental reouirements Grantor shall at all times cause the Aircraft to have on board end In a SDNY_Gliii_02758416 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245338 EFTA01329801 SDNY_GM_027584t7 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245339 EFTA01329802 AiRCRAFT SECURITY AGREEMENT Loan No: 19001654 (Continued) Page 3 conspicuous location a current Certificate of Airworthiness issued by the FAA (6) All inspections. maintenance, modifications. repairs, and overhauls of the Aircraft (including those performed on the Airframe. the Engines or any components. appliances, accessories. instruments, or equipment) shall be performed by personnel authorized by the FAA to perform such sernces. (7) If any Engine, component. appliance. accessory. instniment, equipment or part of the Aircraft shall reach such a condition as to require overhaul, repair Cr repharament, for any cause whatever. in order to comedy with the standards for maintenance and other provisions set forth In this Agreements Grantor may: (a) Instal on or in the Aircraft such items of substantially the same type in temporary replacement of those then installed on the Aircraft, pending overhaul or repair of the unsatisfactory item: provided. however. that such replacement items mutt be in such a condition as to be permissible for use upon the Aircraft in accordance with the standards for maintenance and other provisions set forth in this Agreement, provided further, however. that Grantor at as times must retain unencumbered title to any and all Herne tempera* removed: or (ti) Metal on or in the Aircraft such Items of substantially the same type and value in permanent replacement of those the., installed on the Aircraft; provided, however, that such replacement items must be in such condition as to be permissible for use upon the Aircraft in nernmance with the standards for nia;nanr..;ca and other provisions sal forth in this Agreement provided further. however, that Grantor must first comply with each of the requirements below. (8) ki the event Grantor Ora be required or permitted to install upon the Airframe or any Engine, components, appiances, accessories. instruments. engines, equipment or parts in permanent replacement of those then installed on the Airframe or such Engine, Grantor may do so provided that, in addition to any other requirements of this Agreement' (a) Lender is not divested of Its security interest in and hen upon any tern removed from the Aircraft and that no such removed item shall be or become subject to the lien or claim of any person, unless and until such 'tern is replaced by an item of the type and condition required by this Agreement. title to which, upon its being Installed or attached to the Airframe, is validly vested in Grantor, free and clear of all hens end earns, of every k'nd or nature. of ell persons other than Lender, (b) Grantors MS to event substitutod Item shall immediately be and become subject to the security interests end liens of Lender and each of the provisions of this Agreement. and each such item shell remain so encumbered and so subject unless It is, in turn. replaced by • substitute item in the manner permitted in this Agreement end (c) If en gem is removed from the Aircraft and replaced in accordance with the requirements Of this Agreement. and If the Substituted item satisfies the requirements of this Agreement. including the isms and conditions above. then the item which Is removed shell thereupon be free and clear of the secunty interests and liens of Lender. (9) in the event that any Engine, component appliance, accessory. instrument, equipment or part is installed upon the Airframe. and is not in substitution for or in replacement of an existing item, such additional item alias be considered as an accession to the Airframe. Taxes, Assessments ail 1.1-znar will pay viten due all taxes. assessments and liens upon the Colt/none, its use or operation, upon this Agreement upon the Note, or upon any of the other Related Documents. Grantor may withhold any such payment or may elect to contest any !en if Grantor Is in good faith conducting an OPOMPlate proceeding to contest the obligation to pay end sifi long as Lenders interest in the Collateral is not jeopardized in Lender's sole *pinkie If the Collateral is subjected to a lien whith is not discharged within fifteen (15) days, Granter she deposit with Lander cash, a suffiaent corporate surety bond or other security satisfactory to Lender in sn amount adequate to provide for the discharge of the hen plus any interest. costs or other charges that could accrue as a result of foreclosure or sale of the Collateral. In any contest Grantor shes defend itself and Lender and shall satisfy any final adverse judgment before enforcement against the Collateral. Grantor shall name Lender as an additional obligee under any surety bond furnished in the contest proceedings. Compliance with Governmental Requirements. Grantor shell comply promptly with Si laws. ordinances and regulations of the FAA and at other governmental authorities applicable to the use. operation, maintenance. overhaulng or condition of the Collateral. Grantor may contest In good faith any such law, ordinance or regulation and withhold compliance during any proceeding, including appropnato appeals, so long as Lenders Interest In the Coasters), in Lenders opinion. is not Jeopardized. Without limiting the foregoing, Grantor agrees that at no time during the efferrAlveness of this Agreement shag the Collateral be operated in, located in, or relocated to. any jurisdiction. unless the Cape Town Conventon or Geneva Convention (together with necessary enacting rules and regulations) a acme comparable treaty, rules and regulations satisfact0ry to Lender shaft be in effect in such jurisdiction and any notices. financing statements, documents, or instruments necessary or required, in the opinion of Lender. to be filed in such jurisdiction shalt have been filed and file stamped copies thereof shall nave been furnished to Lender. Notwithstanding the foregoing. at rto lime shell the Collateral be operated In or over any area which may expose Lender to any penally, fine. sanction or other lability. whether civil or criminal, under any appicable law, rule. treaty or convention; nor may the Colateral be used in any manner which is or may be declared to be illegal and which may thereby render the Collateral liable to confiscation. Seizure nelsnlinn or deStnrCtion. Records Maintenance. Grantor shell maintain records relating to the Aircraft in accordance with FAA rules and regulations and from time to time make such records available for Inspection by Lender and its duly authorised agents. Maintenance of Casualty Insurance. Grantor shall procure arid maintain et al. times all risks insurance on the Collateral, Including without limitation fee. theft lability and hull insurance. and such other Insurance as Lender may require with reaped to the Collateral, in form, amounts. coverages end basis reasonably ecceplable to Lender and issued by a company or companies reasonably acceptable to Lender. Grantor shell further provide and maintain, at its sole cost arid expense. c0mprehensma public liability insurance, naming both Grantor and Lender as parties insured, protecting agarst claims for badly injury, death and/Or property damage arising out of the use, ownership. possession, operation ere condition of the Altera& and further containing a broad form contractual lability endorsement covering Grantor's obligations to Indsmryfy Lender as provided under this Agreement. Such policies of insurance must also contain a provision, in form and substance acceptable lu immier, prohibiting cancellation or the alteration of such insurance without at least ten (10) days prior written notice to Lender of such intended cancelebon or alteration. Such Insurance policies also shall include an endorsement providing that coverage n favor of Lender will not be impaired in any way by any act, omission or default of Grantor or any other person. Grantor agrees to provide Lender with originals or certified copies of such policies of insurance. Grantor. upon request of Lender. will deliver to Lender from time to time the polices or certificates of insurance in form satisfactory to Lender In connection with ell policies covering assets in which Lender holds or Is offered a security interest for the Indebtedness. Grantor will provide Lander with such lenders loss payable or other endorsements es Lander may require. Grantor shall not use or permit the Collateral to be used in any manner or for any purpose excepted from or contrary to the requirements of any insurance policy or p0l1O55 required to be Carried and maintained under Mrs Agreement or for any purpose excepted or exempted from or contrary to the insurance policies, nor shall Grantor do any other act or permit anything to be done which could reasonably be expected to Invalidate or limit any Such insurance policy or policies SONY_GM_02758418 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 Erl'A_00245340 EFTA01329803 SDNY_GM_02758419 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245341 EFTA01329804 AIRCRAFT SECURITY AGREEMENT Loan No: 19001654 (Continued) Page 4 Application of Insurance Proceeds. Grantor thee promptly notify Lender of any loss or damage to the Collateral, whether or not such casually or loss is covered by insurance. Lender may make proof of loss if Grantor fails to do so within fifteen (15) days of the casualty. All proceeds of any insurance on the Collateral. including accrued proceeds thereon, shall be held by Lender as pan of the Collateral. If Lender consents to repair or replacement of the damaged or destroyed Collateral, Lender slue upon satisfactory proof of expendrture. Pay or reimburse Grantor from the proceeds for the reasonable cost of repair or restoration. If Lander does not consent to repair or replacement of the Caesura Lender chart retain a sufficient amount of the proceeds to pay all of the Indebtedness, and shaft pay the bailout to Grantor. My proceeds which have not been disbursed within six (6) months after their receipt and which Grantor has not committed 10 the repair or restoration of the Collateral snail be used to prepay the indebtedness. Insurance Reports. Grantor, upon request of Lender, shall furnish 10 Lender reports on each existing policy of insurance showing such reformation as Lender may reasonably request including the following: (1) the name of the insurer. (2) the risks Insured: (3) the amount of the policy; (4) the property Insured; (5) the then currant nitre on the basis of which insurance his been obtained end the manner of determining that value: and (6) the expiration data of the polity. In addition. Grantor shall upon request by Lender (however not more often than annually) have an independent appraiser satisfactory to.Lwder determine. as appicaltle, the curl vehre or replacement cost of the Collateral. Prior Encumbrances. To the extent applicable. Grant*r shell fully end timely perform any end all of Grantor's obligations under any poor Encumbrances affecing the Collateral. Without limiting the foregoing. Grantor Shall not commit or permit to exist any breach of or default under any such prior Encumbrances. Grantor shall further promptly notify Lender in writing upon the occurrence of any event or circumstances that would. or that might. result ine breath of or default under any such prior Encumbrance. Grantor shall further not modify or extend any of the terms of any poor Encumbrance or any indebtedness secured thereby, or request or obtain any additional loans or other extensions of credit from any third party creditor or eradiate whenever such additional loon advances or other extensions of credit may be directly or mouthy secured, whether by croes-collaterstaabon or otherwise, by the Cosetena. or any pen or parts thereof. with possible preference and priority over the lien of this Agreement. Notice of Encumbrances and Events of Default. Grantor shall immediately notify Lender in wnting upon Ihe filing of any attachment, len. judicial process. or claim relating to the Collateral. Grantor additionally agrees 10 immediately notify Lender in writing upon the occurrence of any Event of Default. Of event that with the passers of time, failure to one, or giving of notice, may meth in en Event of Default under any of Grantor's obligations that may be seared by any presently existing or future Encumbrance, or that may result in an Encumbrance affecting the Collinear+, or should the Collateral be salted or attached or levied upon, or threatened by seizure or attachment or levy, by any person other then Lender. PROHIBITIONS REGARDING COLLATERAL. Grantor represents, warrants and covenants to Lender while this Agreement remains in effect as farrows: Transactions Involving Collateral. Grantor shall not fiat, offer to sell, or COM'Wise transfer or dispose of the Collateral. Granter shall not pledge, mortgage, encumber or otherwise permit the Collateral In be sublet' to any ben. security interest, encumbrance, or charge. other than the security interest provided for in this Agreement, without the prior written consent of Lender. This Includes security interests even if Junior in right to the security interests granted under this Agreement. Unless waived by Lender, all proceeds from any disposition of the COHISIVOI (tor whatever reason) shell be held in trust for Lender, and shall not be commingled with any other funds; provided however, this requirement shall not constitute content by Lender to any sale or other disposition. Upon receipt. Grantor shall immediately deOvet any such aromas to Lender. No Removal of Pans. Except as permitted or required in the section of this Agreement titled 'Maintenance. Repairs. Inspections, and Licenses? Grantor shell not remove or permit the removal of any parts, engines, accessories, avionics or equipment from the Aircraft without replacing the same with comparable parts, engines, accessories. avionics and equipment acceptable to Lender and the Aircraft's manufacturer and knitter. Future Encumbrances. Grantor shell not, without the prior written consent of Lender, grant any Encumbrance that may affect the Collateral, or any part or parts thereof, nor shall Grantor permit or consent to any Encumbrance attaching to a being moo against the Collateral. of any pert or parts thereof. in favor of anyone other than Lender. Grantor Vial further promptly pay when due 52 statements and charges of airport authorities, mechanics, laborers, materiatimm. suppliers and others incurred in connection with the use. operation. storage, maintenance and repair of the Aircraft so that no Encumbrance may attach to or be filed against the Aircraft or other Collateral Grantor additionally agrees to obtain, upon request by Lender. and in form end substance es may then be satisfactory to Lender. appropnate waivers and/of subordination, of any Encumbrances that may effect the Cthaterel at any time. GRANTOR'S RIGHT TO POSSESSION. Until default, Grantor shall have the possession end beneficial use of the Collateral and may use n in any lawful manner not inconsistent with this Agreement or the Related Documents. LENDER'S EXPENDfTURES. If any action a proceeding is OYMOVICOO that would materially effect Landers interest in the Collateral or if Grantor fors to comply with any provision of this Agreement or any Relined Documents, including but not limited to Grantor's failure to discharge or pay when due any *mounts Grantor Is required to discharge or pay under this Agreement or sny Related Documents. Lender on Grantees behalf may (but shall not be obligated to) take any action that Lands deems appropriate. including but not limited to discharging or peyng an taxes, liens. security interests, encumbrances and other claims. at any time levied or placed on the Collateral end paying all coats for insunng. maintaining and preserving the Collateral. AN such expenditures incurred or paid by Lender for such purposes will then bear interest at the rate charged under the Note from the date incurred or paid by Lender to the date of repayment by Grantor. All such expenses will become a part of the Indebtedness and. at Lenders option, will (A) be payable on demand; (El) be added to the balance of the Note and be appOrtiOned among and be payable with any installment payments to become due during either (1) the term of any applicable Insurance policy; or (2) the remaining term of the Note: or (C) be treated as a balloon payment which will be due and payable at the Note's maturity. The Agreement also will secure payment of these amounts. Such right shell be In addition to all other tights and remedies to which Lender may be entitled upon Default. DEFAULT. Each of the following shall constitute en Event of Default under this Agreement: Payment Default. Grantor fails to make any payment when due under the Indebtedness. Other Defaults. Granite faits to oomph with or to perform any other term, of:neaten, covenant or condition contained in this Agreement or in any of the Related Documents or to comply with or to perform any term, obigation. covenant or condition contained in any other agreement between Lender and Grantor Default In Favor of Third Parties. Any guarantor or Grantor defaults under any loan, extension of aedit. secunty agreement, purchase or sales agreement. Or any Other agreement. In favor of any other creditor or person that may materially effect any of any guarantor's or Grantor's property or ability to perform their respective alp:ions under this Agreement or any of the Related Documents. False Statements. Any warranty. representation or statement made or furnished to Lender by Grantor or on Grantor's behalf under this SDNYGM02758420 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 Erl'A_00245342 EFTA01329805 SDNY_GM_02758421 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245343 EFTA01329806 AIRCRAFT SECURITY AGREEMENT Loan No: 19001654 (Continued) Page 5 Agreement or the Related Documents Is false or misleading in any malarial respect. either now or at the time maze or furnished or becomes false or misleading at any time thereafter. Defective CousinStaten. This Agreement or any of the Related Documents Ceases to be in full force and effect (including failure of any collateral document to create a vied and perfected security interest or lien) at any time and for any reason. Insolvency. The dissolution of Grantor (regard/sal of whether election to continue is made). any member withdraws from the limited liability company. or any other termination of Grantor's existence as a going Sourness or the death of any member, the insolvency of Grantor, the appointment at e receiver for any part of Grantors property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by a against Grantor. Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by exacial proceeding, selfihello, repossession or any other method, by any creditor of Grantor or by any governmental agency against any collateral securing the Indebtedness. This includes a garnishment of any of Grantor's accounts. needing deposit accounts, with Lender. However, this Event of Default shall not apply if there is a good faith dispute by Grantor as to the validity or reasonableness of the detm which d the basis of the creditor or forfeiture proceeding and If Grantor gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or e surety bond for the creditor or forfeiture proceeding, In an amount determined by Lender, in Its sole disorebon. as being en adequate reserve or bond for the depute Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the indebtedness or Guarantor dies or becomes incompetent or revokes or disputes the validity of. or hasilly under, any Guaranty of the Indebtedness. Adverse Change. A matenal adverse change occurs in Grantors finaneull condition, or Lender CM eves the prospect of payment or performance of the Indebtedness is impaired. insecurity. lender in good faith believes Itself Insecure. RIGHTS AND REMEDIES ON DEFAULT, If en Event of Default occurs under We Agreement, at any time thereafter. Lender Pall have all the rights of a secured party under the Colorado Uniform Commercial Coca In addition and without limitation, Lender may exercise any one or more of the following rights and remedies: Accelerate Indebtedness. Lender may declare the entire Indebtedness, ncluding any prepayment penalty which Grantor would be recurred to pay. immediately due and payable, without notice of any kid to Grantor. Assemble Collateral. Lender may require Grantor to deliver to Lender all or any portion of the Collateral and any and as certificates of title and Other documents relating to the Collateral. Lender may require Grantor to assemble tie Collateral and make it available to Lender at a place to be designated by I ends. Lender also shall have full power to enter upon the property of Grantor to take possession of end remove the Collateral. If the Collateral contains other goods not covered by this Agreement at the time of repossession. Grantor agrees Lender may take such other goods, provided that Lender makes reasonable efforts to return them to Grantor after repossession. Sell the Collateral. Lender Shall have full power to sell, lease, transfer, or otherwise deal with the Collateral or proceeds thereof In Lenders own name or that of Grantor. Lender may see the Collateral at public auction or private sale. Urine the Collateral threaten. to decline Speedily in value or Is or a type customarily sold on a recognized market, Lender will give Grantor, and other persons as required by law. reasonable notice of the time and piece of any pubic sale, or the time after which any private sae or any other disposition of the Collateral is to be made However, no notice need be provided to any person who, after Event of Default occurs, enters !into and authenticates an agreement waiving that person's right to notifiCaten of sate. The requirements of reasonable notice thee be met if such notice is given at least ten (10) days before the time of the saki or disposition. All expenses relating to the disposition of the Collateral, including without limitation the expenses of etekleg, toeing, lrzwing, on:card; for the Coialeral. shall become a part of the Indebtedness secured by this Agreement and shall be payable on demand, with interest at the Note rate from date of expenditure until repaid. Appoint Receiver, Lender shall have the right to have a receiver appointed to take possession of and or any part of the Collateral, with the power to protect and preserve the Collateral, to operate the Collateral preceding foreclosure or sale, and to collect the rents from the Collateral and apply the proceeds, over and above the cost of the receivership, against the Indebtedness. The receiver may serve without bond if permitted by law. Lender's right to the appointment of a receiver shall exist whether or not the apparent value of the Creamed exceeds the indebtedness by a substantial amount. Employment by Lender shall not disqualify a person from serving as a receiver. Receiver may be appointed by a court of competent jurisdiction upon ex pane appiCaliOn end withOut notice. notice bang expressly waived. Obtain Deficiency. If Lender chooses to sell any or all of the Collateral. Lander may obtain • ludgrnent against Grantor for any deficiency remaining on the Indebtedness due to Lender after application of all amounts received from the exercise of the rights provided In this Agreement. Other Rights end Remedies. Lender shall have all the nghts and remedies of a Seated creditor under the provisions of the Undorrn Commercial Code, as may be amended from time to time, and the Cape Town Convention, Including Articles 8. 9, 10 end 13 of the Convention. Lender may *senses any right under the IDERA, including de-registering the Aircraft end Grantor acknOwlegglar and agrees that, notwithstanding such deavighltrattOn and any subsequent moregistration. Grantor shall be liable for all amounts due hereunder and under the Note and Related Documents. In addition. Lender shall have end may exercise any or all other rights and remedies it may have available at law, in equity, or otherwise. Election of Remedies. Except as may be prohibited by applicable law, el of Lender's nghts and remedies, whether evidenced by sits Agreement, the Rote= List:Alarito. Cr by any Wei writing. shall be cumu alive and may be exercised singularly or concurrently. Election by Lender to pursue any remedy shell not exclude pursuit of any other remedy, end en election to make expenditures or to take action to perform en obligation of Grantor under this Agreement, after Grantor's failure to perform, that not effect Lender's nght to declare a default and exercise its ramedist INDEMNIFICATION Of UNDER. Grantor agrees to indemnify, to defend and to save and hold Lender harmless from any and all claims, suite, obligations. damages, losses, costs and expenses (inducting. without limitation, Lender's attorneys' fees), demands. liabilities, penalties, fines and forfeitures of any nature whatsoever that may be essened against or incurred by Lender. its Officers, directors, employees, and agents arising out of, relating to. Or in any manner occasioned by this Agreement and the exercise of the rights and remedies granted Lordsr under this. The foregoing indemnity provisions shall survive the CenCelabOn Of MIS Agreement as to all matters aniline Or accruing prior to such cancellation and the foregoing indemnity shall survive in the event that Lender elects to exercise any of the remedies as provided under this Agreement following default hereunder MISCELLANEOUS PROVISIONS. The following miscellaneous provisions &reaped of true Agreement: Amendments. This Agreement. together with any Related Documents, Constitutes the entire understanding end agreement of the parties as to the manors set forth in this Aoreamant, No alteration of or amendment to this Agreement shall be effective unless gran in writing SDNY_GM_02758422 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245344 EFTA01329807 SDNY_GM_02758423 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245345 EFTA01329808 AIRCRAFT SECURITY AGREEMENT Loan No: 19001654 (Continued) Page 6 and signed by the party or pantos sovght to be charged or bound by the alteration or amendment. Attorneys' Fees; Expenses. Grantor agrees to pay upon demand all of Lender's reasonable costs and expenses. including Lenders attorneys' fees and Lender's legal expenses. recurred In connection with the enforcement of this Agreement Lender may hire or pay someone eke to help enforce this Agreement, and Grantor sham pay the reasonable costs and expenses of such enforcement. Costs and expenses include Lenders attorneys' fees end legal expenses whether or not there is • lawsuit, including attorneys' fees and legal expenses for bankruptcy proceedings (Including efforts In modify or vacate any summate stay Or trivia:an). appeals, and any anticipated post-Judgment collection services. Grantor also shall pay all court costs end such additional fees as may be directed by the court. Caption Headings. Caption headings in tins agreement we for convenience purposes only and are not to ba used to interpret or define the provisions of this Agreement. Governing Lew. This Agreement will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the State of Colorado without regard to Its conflicts of law provisions. This Agreement has been accepted by Lender In the State of Colorado. Choice of Venue. If there is a lawsuit. Grantor agrees upon Lender's request to submit to the Jurisdiction of the courts of Boulder County. Slate of Colorado. Notices. Any notice required to be given under this Agreement shall be given In writing, and shall be effective when actually delivered. when actually received by telefacsinwe (unless otherwise required by law), when deposited with a nationally recognized overnight courier. or, if mailed, Wien deposited in the United States mail, as fest class, certified or registered mail postage prepaid, directed to the addresses shown near the beginning of this Agreement. Any party may change its address for notices under this Agreement by giving formal written notice to the Other parses, specifying that the purpose of the notice is to change the party's address For notice purposes. Grantor agrees to keep Lender informed at all times of Grantors current address Unless otherwise provided or required by law, if there n more than one Grantor, any notice given by Lender to any Grantor is deemed to be notice given to ell Grantors. SeveribIlity. If is court of competent Jurisdiction finds any provision of this Agreement to be Segal, invalid. or unenforceable as to any circumstance, that finding shall not make the offending provision mega. invalid. or unenforceable as to any other Circumstance. If feasible. the offending provision shall be considered malted so that It became legal. void end enforceable. If Me offending provision cannot be so modified, it shall be considered deleted from this Agreement. Unless otherwise required by law, the Illegality, invalidity, or unenforceabilily of any OrinnsiOn of this Agreement shall not affect the legality, validity or enforceability of any other provision of this Agreement Suctamers and Assigns. Subject to any limitations stated In this Agreement on transfer of Grantor's interest. this Agreement shall be binding upon end inure to the benefit of the parties. their successors and assigns. If ownership of the Collateral becomes vested in a pencil other than Grantor. Lender. without notice to Grantor. may deal with Grantor's successors with reference to this Agreement end the Indebtedness by way of forbearance or extension without releasing Grantor from the obligations or this Agreement a liability under the Indebtedness Survival of Representations and Warranties. An representations. warranties. and agreements made by Grantor In this Agreement *hal survive the execution and delivery of this Agreement. WWI be continuing in nature. and shall remain in full force and effect until such time as Grantor's Indebtedness Mali be paid in full. No Waiver by Lender. Lender shall not be deemed to have wanted any rights under this Agreement unless such waiver is given in writing and signed by Lender No delay or omission on the part of Lander In exercising any right shall operate as a waiver of Stith right Or any other right. A waiver by Lender of a provision of this Agreement shall not prejudice or constitute a waiver of Lenders right otherwise to demand suit compliance with that provision or any other provision of this Agreement. No prior waver by Lender, not any course of dealing between Lender and Grantor, shall constitute a waver of any of Lender's rights or of any of Grentcrs obligatIont as to any future transactions Wneneve• the consent of Lender is required under this Agreement, the granting of such consent by Lender in sny instance snail not constitute continuing consent to subsequent instances where such consent is required and in a cases such consent may be granted or withheld in the sole discretion of Lander. Waive Jury. All parties to this Agreement hereby walw the right to sny jury trial in any action, proceedkifs. or counterclaim brought by any party against any other parry. DEFINITIONS. The following caaallzed words and terms shall have the f011Owing meanings when used in this Agreement. Unless specifically stated to the contrary. all references to doper amounts shall mean amounts in lawful money of the United Stales of America. Words and terms used In the singular shell include the plural, and the plural shall include the angular, as the context may require. Words and terms not otherwise defined in this Agreement shaft have the meanings attributed to Such terms in the United States Code and Regulations thereunder dealing with or involving Aircraft, commercial instruments natal/fig to such Aircraft, and in the Uniform Commercial Code: Agreement. The word 'Agreement" means this Aircraft Security Agreement, as this Aircraft Security Agreement may be emended or modified from time to time together with all exhibits and schedules attached to this Aircraft Security Agreement from time to time. Aircraft Protocol. The words 'Aircraft Protocol' mean the official English language text of the PrOtOCOl to the Convention on International Interests In weds Equipment on Matters Settee to Aircraft Equipment adopted on Nov/inborn& 2001. Appticabie Laws. The words 'Applicable Laws' mean all applicable laws. rules and regulations of the United States, including without limitaton the Cape Town Convention and the Geneva Convention, and states, territories end political SobernStOnn thereof. of sny foreign government or agency thereof, and of any other govemmentW body. Borrower. The word 'Borrower means PUMPJACK AVIATION LLC and includes all citheigners end co-makers signing the Note and al their successors and **signs. Cape Town Convention. The words 'Cape Town Convention' mean, collectively. the Aircraft Protocol and the Convention. In each case. as ratified end in effect in any applicable Jurisdiction (including any modifications to the official English language text as • result of such ratification). Collateral. The word tollaterar means all of Grantor's right, title and interest in and to al: the Collateral as described In the Collateral Description section of this Agreement. Convention. The word 'Convention means the official English language text of the Convention On International Interests in Mobile Equipment, adopted on November 16, 2001. Default. The word 'Default' means the Default set forth in this Agreement in the section titled 'Default'. Encumbrance. The word 'Encumbrance' means any and all present!), existing or future mortgages. hens. privileges and other contractual and statutory security interests end rights, of every nature and kind. whether in admiralty, et law. or in equity, that now end/or in the future SDNY_G?,4_02 758424 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFI'A_00245346 EFTA01329809 SDNY_GM_02758425 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245347 EFTA01329810 AIRCRAFT SECURITY AGREEMENT Loan No: 19001654 (Continued) Page 7 may effect the Collateral or any part or parts thereof Event of Default The words "Event of Default' mean any of the events of default set forth in this Agreement in the default section of this Agreement. FAA. The word 'FAA' moan the United States Federal Aviation Administration, or any successor or repacement administration or governmental agency having the same or senile, authority and responsibilities. Geneva Convention. The words *Geneve Convention' mean the Convention on the International Recogniton of Rights eit Aircraft made at Geneva. Switzerland on June 19. 1948. ("Booby. September 17. 1953). together with tho necessary enacting rules and regulations promulgated by any particular signatory country. Grantor. Tne word "Grantor means PUMPJACK AVIATION LLC, Guarantor. The word *Guarantor means any guarantor. surety. Or accommodation Deny of any or all of the Indebtedness Guaranty. The word -Guaranty means the guaranty from Guarantor to Lender, inducting without animation a guaranty of as or pan of the Nolo. IDERA. The word *IDERA' means en Irrevocable De-Registration and Export Request Authonzeuon. which Is attached to this Agreement indebtedness. The word -Indebtedness* means the indebtedness evidenced by the Note or Rotated Documents, including all principal and interest together with all other indebtedness and costs and expenses for which Grantor is respord.ble under the Agreement or under any of the Related Documents. International Interest. The words "International Interest" mean an 'international interest' as defined In the Cape Town Convention. International Registry. The words "International Registry mean the 'International Registry" as defined in the Ceps Town Convention. Lender. The word 'Lender matins Flatiron Bank. its successors end assigns Note. The word 'Note' means the Note dated September 10, 2019 and executed by PUMPJACK AVIATION LIC in the principal amount of 51.755.000.00, together with all renewals of, extensions of, modifications of. refinancings of. consolidations of. and substitutions for the note or credit agreement. Registry Procedures The untrths "Registry Prot:cc:urge mean the offis/ei Engelah :seguede text of the international Registry Procedures issued by the Supervisory Authority (as defined lit the Convention) pursuant to the Aircraft Protocol. Related Documents. The words 'Related Documents' mean all promisor/ notes, credit agreements, wan agreements. environmental agreements, guaranties. security agreements, mortgages, 06609 of trust. security deeds. collateral mortgages, and all other instruments, ogroements and documents, *nether now or hereafter existing, executed in connection with the Indebtedness. GRANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS AIRCRAFT SECURITY AGREEMENT AND GRANTOR AGREES TO ITS TERMS. THIS AIRCRAFT SECURITY AGREEMENT IS DATED SEPTEMBER 10. 2019. GRANTOR' PUMPJACK AVIA By: MARTIN J OUR. Mawr AVIATION U. LENDER: FLATIRONS BANK BY: d Incl. Vice SDNY_GM_02758426 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_00245348 EFTA01329811 SDNY_GM_02758427 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA _00245349 EFTA01329812 AIRCRAFT SECURITY AGREEMENT Loan No: 19001654 (Continued) Page 8 To: FM Aircraft Registry Oklahoma City, Oklahoma Re: Irrevocable DeRegistration and Export Request Authorization The undersigned is the registered owner of the RAYTHEON AIRCRAFT COMPANY 400A Diann(' manufacturers serial number RK-0260 and United Slates nationality and registration marks N727KIII (together with as instilled. Incorporated or attached accessories, parts end equipment. the "Aircraft- ). This instrument is en irrevocable de-registration and export request authonzation issued by the undersigned in favor of Flatirons Bank (tho 'Authorized Party') under the authority of Article 25 of the Convention on International interests in Mobile Equipment and the Protocol thereto on Matters Spaofic 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 try (a) Procure the de-registration of the Aircraft from the united Slates Civil Aircraft Register maintained by the Federal Aviation Administration for the purposes of Chapter M of the Convention on International OW Aviation, signed at Chicago. on 7 December 1944: end (b) Procure the export and physical transfer of the Aircraft from the un:ted States: and Ccedimmtion that the Authorized Party or the person it certifies es Its designee may take the action 'periled in clause (i) above on written demand without the consent of the undersigned and that, upon such demand. the authonties in the United Stales Shall cc-operate with the Authorized Party with a view to the speedy completion of such action. The rights in favor of the Authorized Reny 'stashed by this instrument may not be revoked by the undersigned without the written consent of the Authorized Party. Please eCknovelsidgil year agreement to this request and Its terms by appropriate notation In the epece provided below and (ding this instrument in the FM Aircraft Registry. OWNERS: PUMPJACK AVIATION. TIN J AVIATION LL Agra* 0 to ►nd Rag this (date) FAA Aircraft Registry imager of PUMPJACK By: (signature) SDNY_GM_02 758428 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_00245350 EFTA01329813 Ail3 1,.'d 1 I d3S 6161 88 NOLL, Vtri SDNY_GM_02758429 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 0024535I EFTA01329814 DOCUMENT LEVEL ANNOTATIONS ORIG# 2137 RETD TO MT SDNY_GM_02758430 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245352 EFTA01329815 SDNY_GM_02758431 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245353 EFTA01329816 DocuSign Envelope ID F2866EFS-220E-4197-A3034505973C09B0 UNITED STATES OF AMERICA - DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION- MIKE MONRONEY AERONAUTICAL CENTER AIRCRAFT REGISTRATION APPLICATION FILING COPY UNTEO STATES NUMBER N727KB 0 I Indus REG6TATP3" Ty."( or 2 Paimagyp REGiSTFLATiON 0 3 Capoielon 0 4 Co-Oni IComii ono Ws I DS Ceta.tetemia 0 7 1~04 04t...buy Caw" (t I. CI CI a NoniGozon Coisionort 0 9 NoNOMan Corporal*, COCAW41 AIRCRAFT MANUFACTURER Raytheon Aircraft Company model 400A ANO MODEL me-court SERIAL RK-260 NUTABER MMAETS) Of APPLICANT'S] psoNs) Room ort mMenc• of ooReNNO F knt.ial. smo 4., . 0,0 n't, ne.100,4 "scat I Pumpjack Aviation LLC TREPNONE NJIMER ( 303)662 - 1845 sea.ING NumeER MAIM cm, WORMS Mparaionl nebe sees W ea swan an ern I m o nal. 1511 West 60th Street ROUTE PO •OX Casper WY ZIP. 82801 mascot. NUMBER CESCRIPMCN L °CATION CITY AOORESS&OCAlgN EF P 0 SOX OR AURAL ACUTE SOX USW TOR IANtilf6 MORT 0 Niti STREET. Of STATE To 0 CHECK HERE IF YOU ARE gar REPORTING A CHANGE OF ADDRESS TYR III II) Di (4I I bent, testa Walken:in limort9V stein 3.521) Ctifirrangti CIATOY mu Po moo* or. oft is mind bY PR UNT0 P9•02109499M PRO is etagaSSILASSALd) la • • man of Pr untad Roam To PTITNO by 49 USC 40101(153 CI b A nnsTioni Pr owl Moo ropotiobafi(f am, I-SSI I t. Oc A ron-olan corponFon swami and Roma bit e iF40 a. Meg To ems, AM pommy owe in ow Unilea Salm %Ras don Wil icon OT We) eV ad *w AN TRAMIA, toi rec•Ole3 el PIM* olioN•fle phyolsolINAITMOT El at A comaolon so • ogre WO TO quo* OW moo 0 Pao II bit c of 0 Move • ChKILIN1 I. fro bigic.efrot cantor* I op ouPonad. ty ••• mplont ant goon norga4ce on Oinailitt IV ally aree M I ,t2 prONO• IMP WM aulheantet The tn. an, n not wain, oneor ino iota el wry war CCunry. drd Mat lags •••••n1 of oast" ta Wachs, or ma Toon fii ad ono ih• F4C1Ind Anton Aelmnraral ANY AN0 ALL SIGNATORIES OF THIS APPLICATION MUST READ THE FOLLOWING A SIGNATURE TO 1MS DOCUMENT. THEY ARE SUBJECT TO THE REFERENCED omit Thal the ofmniflon wasted neonate in any seaward 13 te aPSCORn nit tromeitge and 63110 I undentend tat to Ham ben Novkleil by mend be Med XT altral reutoretto hatlegiand tot shOhlefnarry "FS Oho V* jimsdolon and Knob, laisfes, CPUS a Men up el sly pick %here cc dinte) a !Mang -ems a- wine/Mum a eery. may be toed up lo S25060) ottignsoned not rnae i tromped tat Peas Iniensonah POWS MY mown oe WI WderoMm loLINWOKI NOTE: 0 executed for co-ormershl . ellapplicants must . Use than 5504, 10 K. COW.. Monts PM 33 if nniall4•1 cm AND UNDERSTAND THAT BY APPLYING STATUTES AND ASSOCIATED PENALRES. 13 sage ngaslO•lOWL onmoi andCan HIM On by lbe FM a*1t in hobs. oetentinitta ot of any Owateem a swayed to UMW See. Wet at* erns WY MSC ^Wen% 0,traulukta t foe (Si worm OOB1 (IS US C. Sadao IMAM MTKEPT TITFTMIgnaY be maid next and add s) Nnecessa . 7 SiGNATURE: -AA. DATE- %O ICI TYPEDPMKTED per : W0110260000 Martin J. Moser Tint Manager 2 I $41,4ATURE DATE: I TYPECitPRiNTED NAVE- !TITLE: NOTE- beast Men ley most recent teanWaloon cd Me attract anctallis exalted a contekta 11 aa 4 73*/ Provides /ono nowt MTancran lobe operated to up to 90days satin If.. Wood Suites Mena copy dee signed awkatien lot as tegiSttatiCel Is earned in Its ontaii Mile weaning issuance and receipt of Me MS IftlIf alien Cetikale. AL Porn 8050-I 108/181 SDNY_GM_02758432 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245354 EFTA01329817 V61011V-1:10 A119 T:101-1'01;10 91i :Z lid 01 d3S 6101 89 I\101.Lii:IS1938 V2I0Ere 41113 SDNY_GM_02758433 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245355 EFTA01329818 DOCUMENT LEVEL ANNOTATIONS CY# 7850 RETD TO MT SDNY_GM_02758434 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245356 EFTA01329819 SDNY_GM_02758435 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245357 EFTA01329820 DocuSiOn Envelope ID. 9FFSM.942S4A-475843269-99969683ECTI3 O O O UNITED STATES OF AMERICA U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 & o.v.c., THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: ate UNITED STATES O Pso REGISTRATION NUMBER N 727KB AIRCRAFT MANUFACTURER & MODEL >t, Raytheon Aircraft Company model 400A** AIRCRAFT SERIAL NO. 1.74 4•—•. RK-260 DOES THIS lb DAY OF Seaatei 14/ 2019 HEREBY SELL GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT* UNTO: FORM APPROVED ONO NO. 21204042 00 Not PM. Pi OM MO FOR FM USE ONLY PURCHASER NAME AND ADDRESS (IF INDIVIDUAL(S). GIVE LAST NAME. mar NAM! MID NICOLE INITIAL) Pumpjack Aviation LLC 1511 West 60t11 Street Casper, WY 82601 DEALER CERTIFICATE NUMBER AND TO ITS SUCCESSORS Mr"`"^^e,M'''PariniinS, AND ASSIGNS TO NAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF: F 1 HAVE MV HAND AND SEAL THIS 2011 SELLER NAME(S) OF SELLER (TYPED OR PRINTED) SIGNATURE(S) (IN INK) (IF EXECUTED FOR CO-OWNERSHIP, ALL MUST SIGN) 'TITLE (TYPED OR PRINTED) XT Leasing Co., LLC De•olipsi,„ )6L.B.. f Li aim>, Manger SIMORMIC20411 Lance E. Lemieux ACKNOWLEDGMENT INOT REOUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THIS INSTRUMENT.) Aircraft as desenbed above shall also include two (2) Williams Intemauional Co LLC model F144-)AP aircraft enigma bearing manufacturer's serial numbers 252745 and 252746 (described on the International Registry Manufaawer's Lid as WILLIAMS INTERNATIONAL CO LLC model F/44-3 AP, serial numbers 252745 and 252746) •• (described on the International Registry Manufacturer's List as RAYTHEON AIRCRAFT COMPANY model 400A, saial number RK•260) 192531450341 $6137b4MIMMOMOTIFIL144."201181E2AMOMIDclacs $5 I.10 09/1W2019 I busby at* id I Ire owned this doemat with yeSgINEy woad dcawitai it a to wai (cast am And ctt €29 SONY_GM_02758436 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 0 0 O 0 0 co 0 a 0 Cm LA EFTA_00245358 EFTA01329821 V6701i 11;10 A113 V::!GIP:!1)10 9h I:d U I d3S 6101 SEI NO11',. .131:338 VVJ SDNY_GM_02758437 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245359 EFTA01329822 DOCUMENT LEVEL ANNOTATIONS ORIG# 7847 RETD TO MT SDNY_GM_02758438 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245360 EFTA01329823 SONY_GM_02758439 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245361 EFTA01329824 CERTIFIED COPY TO BE RECORDED BY FAA FAA RELEASE flY727KB) Minnesota Bank & Trust (successor by merger to Lease Finance Group, a division of Signature Bank) hereby: (i) releases from the terms of the Aircraft Security Agreement (described and defined on Exhibit A attached hereto) all of its right, title and interest in and to any and all collateral covered thereby, including but not limited to the Equipment (described and defined on Exhibit A); (ii) terminates the Aircraft Security Agreement and (iii) discharges the international interests and assignments thereof created by the Security Agreement. Dated this 1O day of Sepfemixe2019. [signature continues on next page] I hereby certify that I have compared this document with the original and kis at lad carol copy rot MIME FAA Rehm K SDNY_GM_02758440 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 0 0 fl 2 fl a co .4 O tl O O -n EFTA_00245362 EFTA01329825 VIICIfic1)10 A110 VY.10:1V1)10 ‘1°14 Sh 91 :l lid 01 d35 6101 as N011..!:LSi93Z1 vvJ (1; A' li SDNY_GM_02758441 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245363 EFTA01329826 The undersigned have executed this FAA Release (N727KB) on the date noted above. Minnesota Bank & Trust (sucessor by merger to Lease Finance Group, a division of Signature Bank) By:_—&--7407b& Name: _g.4Sczcw..s Title: Ifi4 e RC'S/Oen I‘ WI/KBPM MOW SDNY_GM_02758442 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245364 EFTA01329827 SDNY_GM_02758443 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245365 EFTA01329828 EXHIBIT A AIRCRAFT SECURITY AGREEEMNT Aircraft Security Agreement dated as of June 9, 2016 ("Aircraft Security Agreement"), between XT Leasing Co., LLC, as debtor, and Lease Finance Group, a division of Signature Bank, as lender; recorded by the Federal Aviation Administration ("FAA") on July 20, 2016, and assigned Conveyance Number TK005043. EQUIPMENT One (1) RAYTHEON AIRCRAFT COMPANY model 400A aircraft bearing manufacturer's serial number RK-260 and United States Registration Number N727KB (the "Aircraft") and two (2) WILLIAMS INTERNATIONAL CO LLC model FJ44-3AP aircraft engines bearing manufacturer's serial numbers 252745 and 252746 (collectively the "Equipment"). ?027K2 FAA Relaa SDNY_GM_02758444 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245366 EFTA01329829 All0 V::0 1 ,11 111';!0 -3s sijtql 911 l 41d 01 d3S Mt 11011 938 VUT,.:;'' VV3 :31ld - SONY_GM_02758445 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245367 EFTA01329830 DOCUMENT LEVEL ANNOTATIONS ORIG# 7845 RETD TO MT SEE REC CONV# TK005043 DOC ID# 0444 SDNY_GM_02758446 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245368 EFTA01329831 SDNY_GM_02758447 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245369 EFTA01329832 OftGENATO BE RETURNED TO Rfi&T FAA RELEASE iN727KB1 Minnesota Bank & Trust (successor by merger to Lease Finance Group, a division of Signature Bank) hereby: (i) releases from the terms of the Aircraft Security Agreement (described and defined on Exhibit A attached hereto) all of its right, title and interest in and to any and all collateral covered thereby, including but not limited to the Equipment (described and defined on Exhibit A); (ii) terminates the Aircraft Security Agreement and (iii) discharges the international interests and assignments thereof created by the Security Agreement. Dated this lb day of Stetrakt2019. [signature continues on next page] N721tal FAA Paler SDNY_GM_02758448 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 (IL Oe://O/laC) dD Paidaaoy EFTA 00245370 EFTA01329833 I -1 t0::01-1c7;10 A113 ;1":0 T;. )i0 -"EL q 0//5 -i.,!., _SA 9'11 :Z 14d 01 d3S 610/ 1:18 Nat' ....,;iD38 IdVei ,'. • Vlid 14.. 1 ;..i'lld SDNY_GM_02758449 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245371 EFTA01329834 The undersigned have executed this FAA Release (N727KB) on the date noted above. Minnesota Bank & Trust (sucessor by merger to Lease Finance Group, a division of Signature Bank) By:--flee6-74AtA. Name: Title: V i c A-51We" # NTII. F./AR...se SDNY_GM_02758450 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245372 EFTA01329835 SDNYGM_02758451 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA _00245373 EFTA01329836 EXHIBIT A AIRCRAFT SECURITY AGREEEMNT Aircraft Security Agreement dated as of June 9, 2016 ("Aircraft Security Agreement"), between XT Leasing Co., LLC, as debtor, and Lease Finance Group, a division of Signature Bank, as lender; recorded by the Federal Aviation Administration ("FAA") on July 20, 2016, and assigned Conveyance Number TK005043. EOUIPMENT One (1) RAYTHEON AIRCRAFT COMPANY model 400A aircraft bearing manufacturer's serial number RK-260 and United States Registration Number N727KB (the "Aircraft") and two (2) WILLIAMS INTERNATIONAL CO LLC model FJ44-3AP aircraft engines bearing manufacturer's serial numbers 252745 and 252746 (collectively the "Equipment"). tarKS FAA las SDNY_GM_02758452 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245374 EFTA01329837 V sy vib -59r:Z I!d 01 d3S 6161 1,101.1::. .!....;;1038 toifd SDNY_GM_02758453 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245375 EFTA01329838 OMB Ccetrol tzunthe 21200729 Expire 04130•17 Paperwork Reduction Act Stelement The infamallonitolkded on nos Iorin b necessary lo maintain aircraft repstabon. We eislimob mall will take appro.:matey 30 manures to complete Me lomn. Pease note that an agency may nor conduct or sponsor. abase-son is or omicron/ respond lo. a cdieffico or irronnation unless 4 displays a yard CeAB control minter Form Approved, OMB No. 2120-0729 -Comments damming Me accuracy of this tipvinn and suggeseons for maims the burden stud be detected lo the FM at 800 100000.1000Ce Avenue SW. Washington. DC 20591. ATTN: Inlonnatron Cotechan Cieaffirce Officer. AES-200.- DEPARTMENT OF TRANSPORTATION - FEDERAL AVIATION ADMINISTRATION AIRCRAFT REGISTRATION RENEWAL APPLICATION FAILURE TO RENEW REGISTRATION WILL RESULT IN CANCELLATION OF REGISTRATION AND REGISTRATION NUMBER ASSIGNMENT (See 14 CFR. §§ 47.15(1). 47.40 and 47.41) AIRCRAFT REGISTRATION NUMBER N 727KB SERIAL NUMBER RK.260 MANUFACTURER RAYTHEON ARCRAFT COMPANY MODEL 400A DATE OF ISSUANCE 07/20/2016 DATE OF EXPIRATION 07/31/2022 TYPE OF REGISTRATION LLC ENTER REGISTERED OWNER(S) & ADDRESS FROM FAA FILE (Owner I) XI LEASING CO 'LC HELPFUL INFORMATION Review Aircraft Registration File Information for this aircraft at: hIlD:llreCliSIN. a.C/OkriairCrBibriCIU/FY. (Owner 2) Assistance may be obtained al our web page- httio;//regiStrv.f88.130WrenewregiStration We; Enter any addlional owner names on page two (Address) 945 SIBLEY MEMORIAL HWY by em a: faa.aiferatreaStrvefaa.00x. or by telephone a! (866) 762. 9434 (toll free). or (405) 954 - 3116 When mailing fees. please use a check or money order made payable to the Federal Ana,On AdrniniStratien. Signature and Tide Requirements for Common Registration Types: - Inarvidual owner noel sign. ode would be -.sober'. - Partnership general partner signs showing 'general partner' as title. • Corporation corporate officer Or manages signs. showing full title. • Limited Liabity Co authorized member. manager. cc officer identified in the LLC organization document mans. showing lull title. - C"""f GO i entitled/ad panes sign and show their full title. each Co Ownef must Sign. Stressing "CO Owner as title. Note: Al signatures must be In Ink, or other permanent media. To comet entries: Draw a single line through ehror. Make correct entry in remaining space, or complete the form on4ne. An application form will be relecled if any entry is covered by correctic tape or similarly obscured (Address) Coy tiLYOALE State IAN by $611$ Country UNTIED STATES Physical Address: Required when mailing address is a P.O. Box or nail drop. (Address) (Addrevis) City Sate Zp Gauntry TO RENEW REGISTRATION: REVIEW aircraft registrabon information. SELECT spacos FAA by courier p2 '' O NEW the appropriate statement, WS& any change in address in the below. Mai, Qa1L. & Sala form with the S5 renewal fee to the: Aircraft Registry, PO Box 25504. Oklahoma City OK 73125-0504.0r to: 6425 S Denning Rm 118, Oklahoma City OK 73160-6937 I (WE) CERTIFY. THE NAME(S) AND ADDRESSES FROM THE FAA FILES FOR THE OWNER(S) OF DIIS AIRCRAFT ARE CORRECT, OWNERSHIP MEETS CITIZENSHIP REQUIREMENTS OF 14 CFR §47.3, AIRCRAFT IS NOT REGISTERED UNDER THE LAWS OF ANY FOREIGN COUNTRY UPDATE THE MAILING I PHYSICAL ADDRESS AS SHOWN BELOW. I (WE) CERTIFY THE NAME (Si SHOWN ABOVE FOR THE OWNER(S) OF THIS AIRCRAFT IS CORRECT. OWNERSHIP MEETS THE CITIZENSHIP REQUIREMENTS OF 14 CFR §47 3. AIRCRAFT IS NOT REGISTERED UNDER Tr TIE LAWS OF ANY FOREIGN COUNTRY MAIUNG ADDRESS . — TO CANCEL THE REGISTRATION FOR THIS AIRCRAFT: CHEC( All applicable block(s) below, COMPIFTF. SIGN. QME & ME& this form with any fees to the: FAA Aircraft Registry. PO Box 25504. Oklahoma City. OK. 73125-0504. or by courier So: 6425 S Denning Rm. 118. adenoma City OK 731694937 O CANCELLATION OF REGISTRATION IS REQUESTED. THE AIRCRAFT WAS SOLD TO: (Show purchaser's name and address.) THE AIRCRAFT IS DESTROYED OR SCRAPPED. THE AIRCRAFT WAS EXPORTED TO: NEW PHYSICAL ADDRESS: complete if physical address has changed. or the new mailing address is a PO Box or Mail Drop. OTHER. Specify PLEASE RESERVE N-NUMBER IN THE OWNER'S NAME AND ADDRESS. The 510 reservation fee is enclosed. SIGNATURE OF OWNER 1 nee-and red) Etectioncalry Cabled by Rag !tared Ones PRINTED NAME Cr SIGNER (required nerd) TITLE (required held) DATE 5/212019 SIGNATURE OF OWNER 2 PRINTED NAME OF SIGNER TITLE DATE Use page 2 for additional signatures. AC Form 8050-IB (04112) Fee paid: S5 (201905211934009633NB) SDNY_GM_02758454 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245376 EFTA01329839 SDNY_GM_02758455 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245377 EFTA01329840 OMB Coarol Numbe 21260729 Expcses 04,361 Note; Twelve (12) owner names may be entered on this page. If you require more, enter the first 12 names and then print this page by pressing the 'Print Page 2' button below. Next click the 'Reset' button to clear the data fields (from page 2 only) to add more names. Repeat action as needed. NAME OF OWNER DATE SIGNATURE I PRINTED NAME OF SIGNER TITLE NAME Of OWNER DATE SIGNATURE I PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE I PRINTED NAME OF SIGNER TITLE NAME Of OWNER DATE SIGNATURE I PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE I PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE I PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE I PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE PRINTED NAME OF SIGNER TITLE NAME OF OWNER DATE SIGNATURE PRINTED NAME OF SIGNER TITLE AC Form 8050-1B (04/12) REF N-NUM: 727K8 SDNY_GM_02758456 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245378 EFTA01329841 SDNY_GM_02758457 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245379 EFTA01329842 V.S. Department of Transportation Federal Aviation Administration Date of Issue: December 14, 20 16 XT LEASING CO LLC 945 SIBLEY MEMORIAL HWY LILYDALE, MN 55118 Flight Standards Service Aircraft Registration Branch. AFS-750 P.O. Box 25504 Oklahoma City, Oklahoma 73126450/ (405) 954-3116 Toll Free: 1466-7614131 WEB Address: http://registry.faa.goy Fax 405-684-5074 ATTENTION: NICOLE TI69224 This facsimile must be carried in the Aircraft as a Temporary Certificate of Registration for N727KB RAYTHEON AIRCRAFT COMPANY 400A Serial RK-260 and is valid until Jan 13, 2017. This is not an airworthiness certificate. For airworthiness information, contact the nearest Federal Aviation Administration Flight Standards District Office. , ,Zuct4tfor Ken W. Thompson Manager, Aircraft Registration Branch, AFS-750 Federal Aviation Administration AFS-750-FAX-1(01,11) SDNY_GM_02758458 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245380 EFTA01329843 SDNY_GM_02758459 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA _00245381 EFTA01329844 A Insured Aircraft Title Service, Inc. IT P.O. Bu* 19527 4848 SW 3Eth Sant iaTSCansurolaecan can Federal Aviation Administration Aircraft Registry Oklahoma City. Ok 73144 (405) 681.6663 Oklahoma City, Ok 73179 (800)654-4882 FAX (405) 681.9299 Date: December 13, 2016 Gentlemen: Please issue a duplicate certificate on the aircraft herein described: N727KB • Certificate has been lost in mail Make Raytheon Aircraft Company 400A SIN RK-260 to the present registered owner: XT LEASING CO, LLC C-1O tats Return Certit,cnte •;! E.c.r>tfoticn to i.A. T.S. ••••Please issue a Flying Time Wire for this aircraft to Insured Aircraft Title Service, Inc. in the Public Documents room.•""verf•_ Thank you, By: Escro o oan Roberts, Vice res ent a.% ft. 5—L2N-50(4 Noble_ rc)c $100 12J13/2018 163481457299 Return Genc r±u;-:rt8) to k • Pa t. : CI • CAR COPY SDNY_GM_02758460 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245382 EFTA01329845 VWCINV1)10 All3 VW0HVt!0 I S :3 d EI3309102 as NO108181038 lAVH3MIV VVA NIA 0TIIJ SDNY_GM_02758461 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245383 EFTA01329846 DOCUMENT LEVEL ANNOTATIONS RECEIPT #163491343342 $2.00 12/14/16 - ADDED ANNOTATION 12/21/16 LI SDNY_GM_02758462 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245384 EFTA01329847 SONY_GM_02758463 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 002453R5 EFTA01329848 U.S. DEPARTMENT OF TRANSPORTATION FIDI RAI. AVIA 1ION ADMINISTRATION CROSS-REFERENCE-RECORDATION ECORDH) CONVEYANCE FILED IN: NNUM: 727KG SERIAL NUM: RK-260 MFR: RAYTHEON AIRCRAFT COMPANY MODEL: 400A AIR CARRIER: This form is to be used in cases where a conveyance covers several aircraft and engines, propellers, or location. with the recorded conveyance and a copy in each aircraft folder involved. File original of this form TYPE OF CONVEYANCE SECURITY AGREEMENT DATE EXECUM) JUNE 9, 2016 FROM XT LEASING CO LLC DOCUMENT NO. TK005043 TO OR ASSIGNED TO LEASE FINANCE GROUP DIVISION OF SIGNATURE BANK DATE RECORDED JUL 20, 2016 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: Total Aircraft: I Total Engines: 2 Taal Props: Total Sparc Parts: N727K8 WMINT F344-3AP 252745 WMINT FJ44-3AP 252746 AFS-750-23R (08109) SDNY_GM_02 758464 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245386 EFTA01329849 SDNY_GM_02758465 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245387 EFTA01329850 Certified Copy to be Recorded by FAA !hereby certify this la a true the ong.nal. Lasso Finance Smola, a division of Signature Bank cOpy were , ;tie Service, Inc. Security Agreement A 8 9800 Bren Road East, Suite 200 Aircraft Minnetonka, MN 55343 U 0 otos as Liam< O. 20 Ceram Number MT) Name and Address of Debtor xi' Leasing co., LLC 945 Sibley Memorial Highway Leydale, IAN 55118 1. Security Interest and Aircraft To secure the payments and perfomiance of each and every debt frankly and obSgation of every type and a description which Debtor may now or at any time hereafter owe to Lease Finance Group. a division of Signature Bank (SeCuredParlY7 (whether such debt. liability or obligation now exists pis hereafter created or incurred, arises out of a lease. installment sate contract or loan, end whether ft is or may be direct or indirect, due or to become due. absolute or contingent primary or secondary liquidated or unfOuiclated or pint several or pint and several; all such debts. kabitibes and obligations being herein collectively referred to as the *Obloatons7. Debtor hereby grants Secured Party a security interest (herein cased the 'Security Interest') in the following property (herein called the 'Aircraft) One (I) Raytheon Aircraft Company Model 400A (4rlon) Nextant aircraft, sin RK-260, FAA Registration Number N727KIL equipped with two (2) Williams International Company LLC Model FJ44-3AP engines, s/n 252745 and 252746 The above aircraft Is complete as equipped including, but not limited to, all avionics, accessories, improvements, components, instruments, furnishings, substitutions, additions, replacements, parts, tools and equipment now or hereafter affixed to or used yN in connection with such airframe, engines and/or propellers, together with all products and proceeds thereof, including but not ) limited to all leased and/or chartered income and all insurance recoveries. together with each and every thrust reverser for each engine, all appliances avbnics. accessories, instrumeMs, seats, landing gear, parts. additions, replooements, and repairs now or hereafter installed therein or attached thereto, all leases, rents and other income therefrom and proceeds thereof, all of Debtor's nghts to any and all present and future Insurance patios and rights of surety and Indemnification relating in any way to the Aircraft, all present and future warranties of manufacturers and maintenance and overhaul agencies pertaining to the Aircraft and Engines and as logs. books. certificates, charts, and the like with respect to the Aircraft and Engines and other items of collateral referred to above. 2. Tide. Debtor has and will maintain so tong as the Secunty Interest may remain outstanding, absolute tide to the Aircraft, free and clear of all liens, attachments. encumbrances and security interests except the Security Interest. Debtor willdefend the Aircraft against alt claims or demands of aff persons other than Secured Party. Debtor will not grant a security interest in the Aircraft rumor to the Secunty Interest, and will not sell or transfer the Aircraft without the prior written consent of Secured Party. 3 No Other Encumbrances. There is no securityagreement or chattel mortgage covering the Aircraft now on fife with the Federal Aviation Agency or in any other public office 4. Representations, Warranties and Agreements (a) Authorization. If Debtor is not an individual. (0 the execution, delivery and performance of this Agreement has been duly authorized by all necessary action on the part of the Debtor and wig not violate any provision of the Debtors governing documents: and (d) the poison signing this Agreement on behalf of the Debtor is duly authorized. (b) Citizenship. Debtor is a citizen of the United Stales within the meaning of 49 U. S.C. § 4010201(15). (c) Office Location and Organization. Debtors chief executive office (if Debtor is a corporation, a partnership or a anted liability company) is located at the address for Debtor shown above. Debtor will not change the location of its chief executive office or tosfrer residence, as the case may be, or its stale of organization or form of organization Of Debtor is a corporation, a partnership or a limited liability company) without first giving Secured Party at least 10 days pnor written notice of the proposed change. 5 Fees and Taxes. Debtor agrees to pay. when due. all hawse and registration fees relating to the Aircraft and all taxes and Other governmental Charges fevied against the Aircraft 6 Books and Records. Debtor shall keep accurate and complete seconds pertaining to Debtor's business and financial condition and submit to Secured Party such periodic reports concerning Debtors business and financial condition as Secured Party may from time fo lime reasonably request 7 Inspection Secured Party may inspect the Aircraft and Debtor's books and records concerning its financial condition at any time and from time fo time during regular business hOUIS: provided however. that so erg as no Event of Default is in existence. Secured Party's inspections shaft not delay any scheduled !tights. 8. Registration. Debtor. of its expense, shall cause the Aircraft lo be duly registered and of all times thereafter to remain duly registered, an the name of Debtor under the Federal Aviation Act of 1958. as amended. Debtor shall not register the Aircraft under the laws of any country other than the United States THIS AGREEMENT INCLUDES THE TERMS ON THE ATTACHED PAGE(S). XT Leasing Co.. LLC Title Papa I 013 181681231002 $15.00 06116(2016 A SDNYGIvl_02758466 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245388 EFTA01329851 VitOHV7N0 Alfa VP:O/IV7x0 6h it tIU ST IMP 9102 88 t;0111115;33u 4:I"amit Vt'd HIM a 3173 SDNY_GM_02758467 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245389 EFTA01329852 9 Maintenance. Debtor agrees that if shalt at ifs expense: service, repair, maintain, test and overhaul each component of the Aircraft so as to keep each of thorn in good operating condition and, ordinary wear and fear excepted. in the same condition as delivered to Debtor, and further agrees fo comply with each d the following standards establish end keep the Aircraft in compliance with (1) manufacturer's FAA-approved maintenance program, which shall include a corrosion control program, that is, with respect to the airframe, either a phased maintenance program or a periodic medium and heavy block-hour interval overhaul program and that provides for altFM required inspection, servicing, overhaul and replacement of all Aircraft components: (2) all applicable airworthiness directives issued by the FAA; and (3) at manufacturers mandatory service bulletins and (b) keep the 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 Federal Aviation Act (a) not install replacement components with excessive wear Of exchange components On or of the Aircraft for other aircraft components in Debtor's possession for use on aircraft that will remain in Debtor's possession after such return in order fo reduce or avoid future maintenance requirements; and lad maintain in the English language alt records, bags and other materials required by the FM, and any other government body having jurisdiction over any component of the Aircraft so as to enable operation of the Aircraft under the laws of the United Stales, which records logs and materials will conform to goad Commercial practice for records regarding all maintenance carried out with respect to the Aircraft; and (iv) promptly furnish Secured Party with such information as may be requited to enable Secured Party fo file any reports required fo be filed by Secured Party with any governmental authority Debtor, at its own expense, will make (or cause to be made) such alterations and modifications in and additions to the Aircraft as may be required from time to time to meet the applicable standards of the FAA, Any replacement parts (including engines) when furnished shad immediately become part of the Aircraft. Any replacement engine shalt be of the same or an improved model and as suitable for installation and use as the replaced engine and shalt have a value and utility at least equal to that d the replaced engine immediately pnor to replacement (assuming proper maintenance of the replaced engine as required by this Agreement). Debtor agrees to furnish Secured Party with a bud of sale and such other documents as Secured Party may reasonably request demonstrating that Debtor has good tide to any replacement engine free of all bens. In addition, Debtor, at its own expense, may from lime to time make such alterations end modifications in and additions to the airframe of the Aircraft or any engine of the Aircraft as Debtor may deem desirable in the proper conduct of Its business if such alterations. modifications or additions do not diminish the value, residual values, utility or useful Me. of Me Aircraft, or impair the condition or airworthiness thereof, below the value, residual values. utility condition, airworthiness or useful life, thereof immediately before such alteration, modification or addition assuming the airframe or such engine was then of the value, residual values. utility, condition and airworthiness required to be maintained by the terms hereof A first priority security interest in and to all parts incorporated or installed in or attached or added fo the Aircraft as the result of such alteration, modification or addition shaft without further act vest in Secured Party and such parts shalt become (as pail *Me Aircraft) collateral subject to this Agreement 10. Operation. Debtor represents and agrees that the Aircraft is and wit be based in the United States and pnmanty used in the United States. Debtor agrees that it will not permit the Aircraft to be maintained, used or operated in violation of any law or any rule, regulation or order of any government or governmental authority (domestic or foreign) having jurisdiction over Debtor or the Aircraft or in violation of any airworthiness certificate, license or registration relating to the Aircraft issued by such authority. Secured Party agrees Mat the Aircraft may be flown temporarily to any country in the world. Notwithstanding the foregoing, the Aircraft shall not be flown, operated, used or located in, to or over any such country or area (temporanly or otherwise). 0) which is excluded from the required insurance coverages. or would otherwise cause Debtor to be in breath of the insurance requirements or other provisions. of this Agreement, Oft with which the U.S. does not maintain favorable diplomatic relations (n) in any area of recognized or threatened hostility& (Iv) in miliaria, of any applicable law, including any U.S. law or United Nations Secunty Council Directive, or (v) in a manner that causes it to be deemed to have been used or operated predominantly' outside of the United States, as that phrase is used in Section 168(g)(1)(A) of the Internal Revenue Code of 1986, as amended (the *Code). Debtor hereby agrees that l will not without the prior written consent of Secured Party enter into any type of agreement that grants, confers or creates any rights in favor of any person or entity other than the Debtor to possess, use or control the Aircraft (whether oral or in writing, whether denominated as a charter agreement, management agreement. lease agreement or otherwise), except for maintenance and repair performed by qualified third parties consistent with the terms of this Agreement Prior t0 requesting written consent from Secured Party to approve any such agreement or arrangement Debtor shall provide to $ecured Party duty executed acknowledgments and disclaimers from all persons or entities who are to obtain use, possession of control of the Aircraft, in form and substance satisfactory to Secured Party, providing among other things that Secured Party'S rights in the Aircraft and all other related collateral shall not be limited, affected or impaired by any such agreement andror arrangement Debtor must also demonstrate to Secured Party that any such proposed agreement or arrangement would not, in the judgment of Secured Party, result in any violation of the leans of this Agreement or otherwise Increase Secured Party's asks. Nothing en this paragraph shall in any way affect limit or impair the obligation of the Debtor under paragraph 2 of this Agreement. 11. Insurance. Debtor shad obtain at its own expense and maintain a policy or policies of insurance providing for coverage as follows a) At risk hue coverage on the Aircraft pursuant to a valued form of policy in an amount not less than S 1 375 000 00 b) Alf ask hull coverage on each engine installed in the Aircraft in an amount not less then the replacement value thereof. c) Fore and extended coverage arid all risk coverage in transit On each engine or any other pan 01 the Aircraft while not installed in such Aircraft in amounts net fen than the replacement value thereof Liability for bodily injury, properly damage. and passenger bodily injury with a minimum combined single limit of 51,000,000.00 per seat for oath Occurrence Debtor shall furnish Secured Patty with a certificate of insurance evidencing the issuance of a policy or policies to Debtor in at least the minimum amounts required herein and naming Secured Party as loss payee for the physical damage coverage. Al Secured Pays request. Debtor shall also furnish Secured Party with a copy of such polity or policies. Each such policy shad be in such form and with such insurers as may be satisfactory to Secured Party. Each physical damage policy shall contain a clause requiring the insurer to give Secured Party at least 10 days' prior written notice of any alteration In the terms of such policy or of the cancellation thereof and a clause providing that no act or misrepresentation by Debtor Shaft invalidate Secured Party's coverage thereunder, Secured Party shall be under no duty either to ascertain the existence of or to examine any such policy or to advise Debtor in the event any such policy shall not comply with the requirements hereof. Debtor agrees to pay any deductible amount provided in any insurance policy obtained hereunder. If the Aircraft is operated outside of the United Stales. Debtor hereby agrees to N maintain war risk and anted pants insurance with respect to physical damage and liability coverage and ao name Secured Party as additional Maenad with respect to liability coverage. 12. Insurance Reports Annually on the anniversary date of the commencement of this Agreement Debtor will furnish Secured Party with a report signed by a firm of independent aircraft insurance brokers. appointed by Debtor and not objected to by Secured Party stating the opinion of such Ann that the insurance then carried and maintained on the Aircraft complies with the terms of paragraph f 1. Debtor wincause such firm to advise Secured Party in writing promptly of any default in the payment pf any premium and of any other act or mission on part of Debtor of which they have knowledge and which might invalidate or render unenforceable, en whoa, or in part, any insurance on the Aircraft. Debtor writ also cause such firm to give Secured Party at least 10 days written advance notice of the expiration or termination of any insurance carried and maintained on an Aircraft pursuant to this Agreement. Page 2 oft SDNY_GM_02758468 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245390 EFTA01329853 SDNY_GM_02758489 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245391 EFTA01329854 13. Pilots. Debtor agrees that the Aircraft will at as times dunng the term of this Agreement be operated by safe, careful and duly licensed pilots whose licenses are in good standing Debtor warrants that each of the pilots who wilt plot an Aircraft shalt also meet the requirements established and specified by the insurance policies obtained pursuant to this Agreement. Debtor also agrees that any and al persons operating any radio transmitter in the Aircraft shall be duly licensed as required by the Federal Communications Commission and any other governing authority. 14. Events of Default Each of the following occurrences shall constitute an event of default hereunder (herein called 'Event of Default'): (ft Debtor shall fait to pay any or all of the Obligations when due or (if payable on demand) on demand, a shall fail to observe or perform any covenant or agreement herein binding on it. 00 any representation or warranty by Debtor set forth in the Agreement or made to Secured Party in any financial statements or reports submitted to Secured Party by or on behalf of Debtor shall prove materially false or misleading; (iv) a garnishment, summons or a wit of attachment shall be issued against or served upon the Secured Party for the attachment of any property ofDebtor or any indebtedness owing to Debt0r, (iv) Debtor or any guarantor of any Obligation shaft (A) be or become insolvent (however defined); a (B) voluntenhi fits. or have filed against it involuntarily. a petition under the United States Bankruptcy Code; or (C) if a corporation, partnership or organization, be dissolved or liquidated or, if a partnership, suffer the death of, partner or, Jan individual. die; or (D) go out of business; (v) an event of default shall occur under any indebtedness Debtor may now or hereafter owe to any affiliate of Secured Party (vat( Debtor is a corporation, more than 50% of the shares of voting stock of Debtor shall become owned by a share holder or shareholders who were not owners of voting stock of Debtor on the date of this Agreement Ce, if Debtor is a partnership. more than 50% of the partnership interests in the Debtor shall become owned by a partner or partners who were not partners of Debtor on the date of this Agreement; (vi) Debtor shall consolidate with or merge into, orset all or substantially as of its assets to, any individual. corporation, or other entity, or(vin) the Aircraft shall be lost or substantially destroyed. 15. Remedies upon Event of Default. Upon the occumsnce of an Event of Default under Section fa and at arty time thereafter, Secured Party may exercise any one or more of the following rights and remedies (ft declare aft alma:tired Obligations to be immediately due and payable, and the same shalt thereupon be immediately due and payable, without presentment or other notice or demand: (i) exercise and enforce any or all rights and remedies available upon default to a secured party under the Uniform Commercial Code, including but not limited to the right to fake possession of the Aircraft, proceeding without judicial process or by judicial process (without a prior heating or notice thereof, which Debtor hereby expressly waives), and the fight to see lease or otherwise dispose of the Aircraft, and in connection therewith. Secured Party may require Debtor to make the Aircraft available to Secured Party al a place to be designated by Secured Party which is reasonably convenient to both parties, end if notice to Debtor of any intended flit/nisi:ion of the Aircraft or any other intended action is required by law in a particular instance. such notice shall be deemed cornmerciatry reasonable if given (in the manner specified in Section 18) at least 10 calendar days prior to the date of intended disposition or other action; (in) exi3fO5e or enforce any or all other rights or remedies available to Secured Party by law or agreement against the Aircraft, against Debtor or against any other person or properly. Upon the occurrence of the Event of Default described in Section 14(v)(8), at Obligations shalt be immediately due and payable without demand or notice thereof It Cure Rights. If Debtor at any time fails to perform or observe any agreement contained herein, and if such failure shall continue for a period of 10 Calendar days after Secured Party gives Debtor wntten notice thereof. Secured Party may (but need not) perform or observe such agreement on behalf and in the name. place and stead of Debtor (or, at Secured Party'SOPtiOn in Sewed Padre ownname) and may (but need fled take any and all other actions which Secured Party may deem necessary to cure or correct such facture, including. the payment of taxes, the satisfaction of security interests hens, attachments or encumbrances, the procurement and maintenance of insurance, and the procurement of repairs or transportation Except to the extent that the effect of such payment would be to render any loan or forebearence of money usurious or otherwise illegal under any applicable law. Debtor shall thereupon pay Secured Party on demand the amount of at moneys expended and all costs and expenses (including reasonable attorneys fees) incurred by Secured Party in connection with or as a result of Secured Partys performing or observing such agreements or taking such action, together with interest thereon from the date expended or incurred by Secured Party at the highest rate then applicable to any of the Obligations 17. Secured Party's Costs and Expenses. Debtor war pay to Secured Party, on demand. alt costs and expenses (Including reasonable attorneys fees and legal expenses) paid or incurred by Secured Party in connection with the exercise or enforcement of any right or remedy in connection with an Event of Default, intruding any suit to collect the Obligations. 18. Miscellaneous This Agreement can be waived, modified, amended or terminated. and the Security Interest can be released, only explicitly in a venting signed by Secured Party. A waiver signed by Secured Party shall be effective only in the speCific instance and lathe specific purpose given Mere delay or failure to act shall not preclude the exercise or enforcement of any of Secured Party's rights or remedies. All rights and remedies of Secured Party shall be cumulative and may be exercised singularly or concurrently, at Secured Partys option. and the exercise or enforcement of any one such right or remedy shall neither be a condition to nor bar the exercise or enforcement of any Other. Alt notices to be given to Debtor snag be doomed sufficiently given if mailed by ordinary mail, postage prepaid, or delivered to Debtor at as address set forth above, or at the most recent address shown on Secured Partys records Secured Party shall not be obligated to realize on the Aircraft at all or in any Particular manner or order, or to apply any cash proceeds from the Aircraft in any particular order of application 19. Successors; Governing Law. This Agreement shall be binding upon and inure to the benefit of Debtor and Secured Party and their respective successors and assigns. This Agreement shad be governed by the substantwe laws of the state of Minnesota, and unless the context otherwise requires, all terms used herein which are defined in Articles 1 and 9 of the Uniform Commercial Code, as in effect in Minnesota. shall have the meanings therein stated. If any provision or appecabon of this Agreement is held unlawful or unenforceable in any respect. such Agate or unenforceabilay shag not affect other provisions or applications which can be given effect. and this Agreement shall be construed as if the unlawful or unenforceable provaiton a application had never been contained herein or prescribed hereby All representations and we/tames contained in this Agreement shall survive the execution, delivery and performance of this Agreement and the creation and payment of the Obligations. If this Agreement is signed by more than one person as Debtor. the term 'Debtor` shall refer to each of them separately and to both of them jointly; at such persons shalt be bound both severalty and jointly with the °Mol(s): and the Obligations shall include all debts. hatdifies and obligations owed to Secured Party by any Debtor solely or by both or several or all Debtors joint' or jointly and severally. and the property described in Section l shall be included as part of the Aircraft, whether it is owned jointly by both or at Debtors or is owned in whole or in part by one (or more) of Mon DEBTOR HEREBY WAIVES ANY RIGHT TO A JURY TRIAL WITH RESPECT TO ANY MATTER UNDER OR IN CONNECTION WITH THIS AGREEMENT. 20. Indemnity Debtor hereby agrees to indemnify and hold Secured Party harmless from and against any and all claims, losses, liabilities (including negligence, tort and sect liability), damages, judgments suits. and all legal proceedings, and any end all costs and expenses in connection therewith (including attorneys fees) arising out of or in any manner connected with the manufacture. purchase, financing, ownership, delivery, rejection, nondehwry. transportation, possession, use. storage. operation. Calabria maintenance, repair, return or other daposition of the Aircraft or with this Agreement, Including without limitation. ctairns for injury to or death of persons and for damage to properly, and give Secured Party prompt notice of any such chum a liability Notwithstanding the above sentence. Debtor's obligations to indemnify shall be solely limited to those claims, tosses liabilities (including negligence, tort and strict Wady), damages, judgments suits, and all egal proceedings and any and all costs and expenses that arise out of or are due to Debtor's operation of the AIMITiff NOWe of the United States. Page 0t SDNY_Gtvl_02758470 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245392 EFTA01329855 , vivollv7:40 Ana ,:.,0, v73;„ sh Tr iu Sr iv,,,, a, uo Noui,e; '" 5102 Isis3u lay • U (1371.ill4VIV W SDNY_GM_02758471 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245393 EFTA01329856 DOCUMENT LEVEL ANNOTATIONS oRIG #8585 RET'D TO iats SDNY_GM_02758472 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245394 EFTA01329857 SDNY_GM_02758473 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245395 EFTA01329858 Dapsarrant ift Tr unman PaImal Maim thaatrisinaloa UNITED STATES OF AMERICA — DEPARTMENT OF TRANSPORTATION FlSEM AVIalleen Administration — Mike Monroney Aeronautical Center AIRCRAFT REGISTRATION APPLICATION METED STATES REOSTRAI1Col N 727KB RAISER TYPE OF REGiSTRAT TOR TOPTCF =PT* inceNtani D2. PORATESTAT El 3. Collonnen am. !LC* CI 4. Ce.QMW 0 E. Govetrairt a • Nonovancon.r.o., 0 E. Wags, Cowan:T. Co Ora. A KRAFT ITANLIFACTURER Raytheon Aircraft Company 400A ANDMC00. A RCRAF1 a RK-260 awe, MME(S)OF APRICANT(S) renict(S Nang t:A•yETent•claintrip re relTyclut 04 last Wit fru name and mode ores i XT Imam Ca. Lie MIRO& NAIOCR ( ) MAILINOADETREss til ...era RURAL CITY ommwesini ruing *Mns lot eft .*Sort Ind Ito. ) ANDSTREET: 945 Steel Men101ial Highway ROUTE P.O OCX "S ale STATE. MN 2 P 55118 PHYSIC./ NINSEffit CC SORPTION CITY ACCRESSILOCA r PO BOC OR RURALROUTE DOWSED FINI MALMO ACCRES$ AND STREET: OF LOCATICAt STATE: Z P Ill CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS NYE pi f2) IS) ATTENTION, Read the following statement before This portion must bo completed. A false Of dishonest answer to any question may CO iirCkindS for punishment by fine and/or (U. S. Code. Title 18. Section CERTIFICATION signing this application. in this application imprisonment. 1001) aim Onnsins orromome) al Pe ins Swat es iCHECK ANO COMPLETE IT Sae CERTIFY: nue miaow nil is °wow by the unsersgm4 ry. prom vAp erne,. no as wisp is aal, wposion aunty repo nets of 14 CFR Pen 47 Eh Awns* MAASS alien reSsbalon:Form 1460 PAT Q A A nyncazyntorgoraton planed and clang hems van we way 0 eV SITS AMA IS baud arid Ow* used in TM WOW SialOS ROCCOIS Inconel 41 North Central Aviation Mal MN 0141.1114•MS ate M. (a O c A cawatom ‘rmg a vacs Nal *RAM ells rant 01 TT* Re Noel A nol mule*, WON Pm lass Cil sny hetet 4/1/414/ VC) TAY Igo. Nana et OseiriVip is alls414.1:0111 been 1144 silt VW Fodrid ha, Aoirion 440144.1iiiion NOTE: If executed for co-ownership:all applicants must sign. Usa net pay if necessary. 1 SIGNATURE: ei..e:4F7 ee DATE: 0842018 TYPE°"/NTED Lance E. L ieux NAME: nee Manager 2 SIGNATURE: DATE: TYPED/PRINTED TITLE: 3 SIGNATURE: DATE TYPENAME OPRINTED . mu NOTE: NCR §17.31(c) provides for Ma oporgion of an airworthy U.S. siftraft op to 10 Oro *Wan the Unites States, resibe mess el • tern:bon coatis& who/nary el as applicaram for tigistriow Is canifii in the aircraft. AC Paan133501(034113) 1 OMB Convol No 2120-0042 Colectom Expires 4/30/2317 SDNYGIvl02758474 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 Acc,npled I K Jul/20/2010 EFTA_00245396 EFTA01329859 vrionvisio Alio tf;louvixo H6eh r i houttij..iu sio21:11:3P 9I 3i vvd mum oisi SDNY_GM_02758475 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245397 EFTA01329860 FORM APPROVED OMB NO. 2120-0012 UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE Do Not Write In This Block FOR FM USE ONLY FOR AND IN CONSIDERATION OF $ 10 & OVC THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: . UNITED STATES REGISTRATION NUMBER N 727KB AIRCRAFT MANUFACTURER & MODEL Raytheon Aircraft rnmpany dnnA . AIRCRAFT SERIAL NO. RK-260 DOES THIS go.fri-DAY OF Tune- 2016 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: PURCHASER NAME AND ADDRESS (IF INDIVIDUAL (S). GIVE LAST NAME. FIRST NAME, AND MIDDLE INITULL ) XT Leasing Co., LLC 945 Sibley Memorial Highway Lilydale, MN 55118 DEALER CERTIFICATE NUMBER AND TO IT'S EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER. AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF WE HAVE SET 20 1A . OUR HAND AND Z!AL THIS I G.* DAY OF StateSELLER NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) (IN INK) (IF TED FOR OWNE MUST SIGN.) TITLE (TYPED OR PRINTED) Elliott Aviation Aircraft Sales. Inc. Chairman & Chief Executive Officer ---4-44 4 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 161681231002 $5.00 08/16/2016 SDNY_GM_02758476 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 8 A 0 0 •< 0 8 0 O Cl m C A D T EFTA_00245398 EFTA01329861 vilournio 4110 viwaltibio 6/7 Tr 141i ST NAP guy HO N0UVLINI031114O' V7 ' .4 1111.2 0371.1 2" SDNY_GM_02758477 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245399 EFTA01329862 BUSINESS AIRCRAFT TITLE INTERNATIONAL, INC. April 15, 2016 FAA Aircraft Registry Aircraft Registration Branch Attn: Exam/Support Ladles and Gentlemen: On behalf of our Client: ELLIOTT AVIATION AIRCRAFT SALES, INC. 2800 McKinley Avenue Des Moines, IA 50321 (FEE: $30.) < ACTION > / 6- Please initiate the following: 7- 1. Please reserve special registration number N727KB, and hand the confirmation of reservation letter to BATI, in care of JGIL in the PDR. 2. 1Please ASSIGN N727KB to the following described aircraft, which is / undergoing registration in our client's name: Raytheon Aircraft Company 400A Serial No. RK-260 Currently N727KG Please hand your Form 8050-64 "Assignment of Special Registration Numbers" to BATI, in care of JGIL, In the PDR. (c. Upon removal of the N-number from above aircraft, please RESERVE N727KG in the name of our client, as follows: Elliott Aviation Aircraft Sales, Inc. C/O Business Aircraft Title International Inc. 1200 N.W. 63rD Street, Suite 5000 Oklahoma City, OK 73116-5706 Please hand the confirmation of reservation letter to BATI, in care of JGIL, in the PDR. Attached is the necessary $30. fee. For any questions, please call 942-1004. Thank you, 161661543354 a(20 ;Don $30 00 04/15/2016 4 Lisa Gaskin V Vice President Enclosure: $30 fee 1200 Northwest 63rd Street, Suite 5000 . Oklahoma City, OK 73116-5706 405-942-1004 . Fax: 405-942-1013 www.bati.aero SDNY_GIvl_02758478 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245400 EFTA01329863 MOWN° All0 VI10/1111)10 TO C Lid ST 8dd 9I0/ 88 NOW/81S1038 LIVU381V alliA 03113 SDNY_GM_02758479 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245401 EFTA01329864 0 no.... prt•••••••• kilini••••• 11••••••••101 ASSIGNMENT OF SPECIAL REGISTRATION NUMBERS 440.2 item°. :Ann ?once Ana& Lem AN Meal RATINECIP: AIRCPAIT COBOANT 403A Pea Peparaca. P07/140 tar /a M:360 Li Due HA i A NIP Km minor ADORES& MOO numAMAMI AlleOlAIT MUSS tic 11/10 MCICOILVY AVE 0031100033 IA 5001-21/4 IJIIIAAJLALI.II.J.LAII....II..I.I.J.I....1.I.I , ma., vamp Ile WWI Swim spine. sena ea 64 go.e faenleil spin Ate seal npOnika• palm: a Cary *paw eft. len a ill• trite.... e• Jo NI lepinten tett n tun wary orris tbe Ana pa. nag gen...ad ant *it anat.= OS • ins,' sierafra al onmesni. tca,..tis• is II. Salad* Owtla Mot Ths Sat FAA In 11 Appian Measollta• a Ma est The amerlddlin drilled. Weeper Inca On MI ANDISTIJANTE ORIODIAL el Oa feees Os Mt Ant:slop.% AFS:750. en 5 Pm As trona polimlso OhsIT plod te Os aroat A frANITalliate Tel Om IT *owl He assets rear pear Take oliro: MN 14 1015 opoponnom: on* as onpoit nocreolenterwas par mils•InNlatelibra laer0. 'ow_ d..... 12111121 TORN TO: CM Mime Pegpsy. AITTTO PO ka 2904 ...,.ftlaloaa nosai TAW 40:er PP S of dra.le- i DOMANI se Alma 5- 2 4-re.q, At POMMY.. idle. SDNY_GM_02758480 )0 0 TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00245402 EFTA01329865 VW0HVINO Al!l 'uOLIV1)10 LO d bid L2 AK) 9W 11011VHIS103'd Idt/406 V111 HI1M 03114 SDNY_GM_02758481 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245403 EFTA01329866 UNITED STATES OF AMERICA U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF S 10 & OVC THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: REST S REGISTRATION NUMBER I N727KG AIRCRAFT MANUFACTURER & MODEL Raytheon Aircraft Company 400A AIRCRAFT SERIAL NUMBER RK-260 DOES THIS 3=04 DAY OF March, 2016 HEREBY SELL GRANT. TRANSFER AND DELIVER ALL RIGHTS. TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: PURCHASER NAME AND ADDRESS (IF INDIVIDUAL(S), GIVE LAST NAME. FIRST NAME. AND MIDDLE INITIAL) Elliott Aviation Aircraft Sales, Inc. 2800 McKinley Avenue Des Moines, IA 50321 DEALER CERTIFICATE NUMBER DIMS868 AND TO ITS SUCCESSORS E4FEHHFOR.S.ADIMMSFRAZORS, AND ASSIGNS TO HAVE AND TO HOLD SINCUIARI 1 11111 SAID AIRCRAFT FOREVER, AND WARRANTS THE TTTLE THEREOF. ICI IN TESTIMONY WHERF.OF WC HAVE SET OUT HAND ANDSSAL THIS .-F-' ,iii DAN' OF March, 2016 SELLER NA M E(S) OF SELLER (TYPED OR PRINTED) SIGNATURE(S) (IN IN (IF EXECUTED FOR CO0 RSHIP, ALL MUST SIGN.) TITLE (TYPED OR PRIAM)) Stony Point I, LLC Secretary and Treasurer HoraceJena" gs ACKNOWLEDGMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER, MAY BF REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC FORM 8050-2 (9/92) (NSN 0052-00-6294003) SUPERSEDES PREVIOUS EDITION SDNY_GM_02758482 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 m 1) m r la a 0 0 0 0 0 a 8 a a a Z.4 0 0 3 D T EFTA_00245404 EFTA01329867 ThOHMIO Al" -w0HrIMO hr (MA) 0E 9101 de NOLLVS1SID38 13VE:: VVj HUM 031Id SDNY_GM_02758483 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245405 EFTA01329868 UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION - CIVIL AVIATION REGISTRY -AIRCRAFT REGISTRATION RENEWAL Aircraft Registration has EXPIRED • N-number Pending Cancellation U.S. Registration Number Aircraft Manufacturer and Model Aircraft Serial No. N 727KG RAYTHEON AIRCRAFT COMPANY 400A RK-260 REGISTRATION MAILING ADDRESS STONY POINT I LLC 1 W PACK SO STE 305 ASHEVILLE,NC 28801-3419 PHYSICAL LOCATION OF HOME OR OFFICE N/A April 1, 2016 Dear Aircraft Owner: The registration of the aircraft shown above expired on February 29, 2016. The aircraft's registration and airworthiness certificates no longer support the aircraft's operation. The N-number is no longer authorized for use and its assignment to this aircraft is scheduled for cancellation 60 days from the date of this notice. We ask that you return the registration certificate to the FAA Aircraft Registration Branch as established in 14 C.F.R. Section 47.41(b). Aircraft registration renewal every third year was established in Title 14 Code of Federal Regulations. Section 47.40(c) on October 1, 2010, as published in the Federal Register on July 20. 2010, page 41968. The changes made at this time will keep the U.S. Civil Aircraft Register up-to-date, to provide reliable support to users of the registration system. N-NUMBER RESERVATION: If an aircraft registration will not be renewed, its owner may reserve the Nnumber by sending the Registry the first years $10.00 reservation fee with a request to cancel the aircraft's registration and to reserve the N-number in the owner's name. If no request is made within 60 days of the date of this notice, the N-number will be canceled and become unavailable for five years. AIRCRAFT REGISTRATION: The owner of an unregistered aircraft may apply for registration at any time. Application for registration must be made in accord with 14 CFR Section 47.31(a), which requires an Aircraft Registration Application, AC Form 8050-1, evidence of ownership (unless it is already on file at the Aircraft Registration Branch), and the $5 registration fee. Please note, if application for registration is made after the aircraft's N-number has been canceled, the aircraft may not use the temporary operation authority provided for in 47.31(c) because the aircraft was not last previously registered in the U.S. OTHER CHANGES: Aircraft owners are still required to notify the FM Aircraft Registration Branch when their aircraft have been sold, exported, or destroyed, etc. These reports may be made by returning the Certificate of Aircraft Registration AC Form 8050-3 with the reverse side filled-out and signed. If the certificate is not available a letter may be sent. It should fully describe the aircraft and report the aircraft's change of status. If the aircraft has been sold, please provide the purchaser's name and address. FEE PAYMENT by mail should be by check or money order payable to the Federal Aviation Administration. FAA Aircraft Registration Branch, AFS-750: Regular mail; P.O. Box 25504, Oklahoma City, OK 73125-0504 Overnight delivery or commercial courier; 6425 S. Denning Rm. 118, Oklahoma City, OK 73169-6937 Aircraft Registration website: http://www.faamov/licenses certificates/aircraft certification/aircraft registry/ Telephone Numbers: (405) 954-3116, Toll Free in the U.S. 1 (866) 762-9434, and FAX (405) 954-8068 AFS-750-RENEW 18 (02-14) SDNY_GM_02758484 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 Q D O tio EFTA 00245406 EFTA01329869 SDNY_GM_02758485 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245407 EFTA01329870 DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION THIS FORM SERVES TWO PURPOSES: PART I acknowledges the recording of a merit,. conveyance covering the collateral shown. PART II is a stantsucd form of release which may be used In relent the collateral from the terms of the conveyance. PART I— CONVEYANCE RECORDATION NOTICE NAME (last name lint) OF DEBTOR Stony Point 1, LLC NAME and ADDRESS OF SECURED PARTY/ASSIGNEE Wells Fargo Equipment Finance, Inc. NAME OF SECURED PARTY'S ASSIGNOR Of assigned) FAA REGISTRATION NUMBER N727KG AIRCRAFT SERI hi NUMBER RK-260 AIRCRAFT MFR. (BUILDER) and MODEL Raytheon Aircraft Company 400A ENGINE MFR. And moan. Williams International Company LLC FJ44-3AP ENGINE SERIAL NUMBER (S) 252745 & 252746 PROPELLER MFR. And MODE I. PROPELLER SERIAL NUMBER (S) THE SECURITY CONVEYANCE DATED 12/27/12 COVERING REGISTRY ON 1/11/13 AS CONVEYANCE NUMBER SC008967, COVERING THE ABOVE COLLATERAL WAS RECORDED CA007232. THE ABOVE COLLATERAL WAS RECORDED AT TIE FAA AIRCRAFT AND ASSUMPTION/ASSIGNMENT AGREEMENT DATED 2/1/13 AT THE FAA AIRCRAFT REGISTRY ON 2/I2/13 AS CONVEYANCE NUMBER FAA CONVEYANCE EXAMINER PART II — RELEASE — (This suggested release form may be executed by the secured party and retired to the FAA Aircraft Registry when the terms of the conveyance have been satisfied. See below for additional information) THE UNDERSIGNED HEREBY OTHER EVIDENCE OF INDEBTEDNESS COLLATERAL AND THAT RETAINED IN THE COLLATERAL PARTY WHO EXECUTEDTHE ASSIGNED: PROVIDED. THAT RELEASE A PERSON SIGNING FOR A Ills TITLE. A PERSON SIGNING CERTIFIES AND ACKNOWLEDGES SECURED BY THE SAM E COLLATERAL IS BY THE CONVEYANCE CONVEYANCE, OR TO NO EXPRESS WARRANTY DATE OF RELEASE: Wells Fargo SIGNATURE sin TITLE THAT HE IS THE TRUE AND LAWFUL THE CONVEYANCE REFERRED TO HEREIN HEREBY RELEASED FROM THE TERMS IS IIEREBY SOLD. GRANTED. TRANSFERRED. THE ASSIGNEE OF SAID PARTY IF THE CONVEYANCE IS GIVEN NOR IMPLIED BY REASON OF March 3 0 4L. 2016 HOLDER OF THE NOTE OR ON TIIEABOVE-DESCRIBED OF THE CONVEYANCE. ANY TITLE AND ASSIGNED TO THE SHALL HAVE BEEN EXECUTION OR DELIVERY OF THIS Equipment Finance, Inc. (NAME OF SECURITY IIOLDER) ink) Alt#11/4--7170" Pa° 174:144._. Viet_ Pres; 43 e ;.; 4- CORPORATION MUST BE A CORPORATE OFFICER OR HOLD A MANAGERIAL POSITION AND MUST SHOW FOR ANOTHER MOULD SEE PARIS 47 AND 49 OF THE FEDERAL IATION REGULATIONS (14 CFR) AC Form 8050-41 t743) (0052.00-S43-9001 SON Y_G M_02758486 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 L O a 0 C d 0 a a O 0 O D -n EFTA_00245408 EFTA01329871 VHO'r0/180 wy1/004-9!0 £I 01 Lib 0£ 811W 9112 d8 801.1.98i$10311 VV.I HAIM 03114 SDNY_GM_02758487 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245409 EFTA01329872 DOCUMENT LEVEL ANNOTATIONS See recorded conveyance number SG008967 et al Doc ID 8947 SDNY_GM_02758488 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245410 EFTA01329873 SONY_GM_02758489 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002454 I I EFTA01329874 U.S. DEPARTMENT OF TRANSPORTATION EEDY n Al. AVIATION ADMINISTR AVON WORDED CONYE1 ANCE FILED IN: \NUM: ?RITA SERIAL NUM: RK-260 MER: RAYTHEON AIRCRAFT COMPANY MODEL 400A AIR CARRIER: This form is to be used in cases where a converince covers several aircraft and engines, propellers, or locations. File original of this fort with the recorded convevance and a cop in each aircraft folder involved. TYPE OF CONVEYANCE ASSIGNMENT AND ASSUMPTION AGREEMENT (SEE RECORDED CONVEYANCE 5G008967 DOC ID #8947 PAGE I) DATE EXECUTED 02)0112013 FROM MWB CORPORATE SERVICES LLC - ASSIGNOR STONY POINT I LLC - ASSIGNEE DOCUMENT NO. CA007232 TO OR ASSIGNED TO WELLS FARGO EQUIPMENT FINANCE INC - SECURED PARTY DATE RECORDED FEB 12, 2013 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: Total Aircraft: I Total Engines: 2 Total Props: Total Spare Parts: N727KG WMINT F144-3AP 252745 WMINT F144-3AP 252746 WS-750-23R (I/R09) SDNY_GM_02 758490 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002454 I 2 EFTA01329875 SDNY_GM_02758491 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245413 EFTA01329876 FAA ASSIGNMENT AND ASSUMPTION AGREEMENT This FAA ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Assignment") entered into by and between MWB CORPORATE SERVICES, LLC, a North Carolina limited liability company having its headquarters at 48 Patton Avenue, Asheville, North Carolina 28801 ("Assignor"), and STONY POINT I, LLC, a Delaware limited liability company having its headquarters at One West Pack Square, Suite 305, Asheville, North Carolina 28801 ("Assignee"), is dated as of the 1 day of Vt` • , 2013. WHEREAS, Assignor, as borrower, and Wells Fargo Equipment Finance, Inc., as lender, are parties to that certain Aircraft Mortgage and SecurityAgreement, as more particularly described in Annex I attached hereto (the "Assigned Agreement"), which relates to the aircraft, as more particularly described in Annex I attached hereto (the "Aircraft"); WHEREAS, Assignor has agreed to assign to Assignee all of its rights, interests, duties, obligations and liabilities in, to and under the Assigned Agreement with respect to the Aircraft, which assignment has been agreed to by Wells Fargo Equipment Finance, Inc., as lender; and WHEREAS, Assignee desires to accept the assignment of all of Assignor's rights, interests, duties, obligations and liabilities in, to and under the Assigned Agreement with respect to the Aircraft to the same extent as if Assignee had originally executed the Assigned Agreement. NOW THEREFORE, in consideration of the foregoing and of other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows: I . Assignment of Assigned Agreement. Assignor hereby assigns, transfers and conveys to Assignee alt of its rights, interests, duties, obligations and liabilities in, to and under the Assigned Agreement with respect to the Aircraft. 2. Assumption of Assigned Agreement. Assignee hereby accepts the assignment contained in Section I and assumes all of the duties, obligations and liabilities of the Assignor in, to, and under the Assigned Agreement with respect to the Aircraft to the same extent as if Assignee had originally executed the Assigned Agreement. Assignee hereby agrees to be bound by the terms and provisions of Assigned Agreement and accepts all of the Assignor's rights, interests, duties, obligations and liabilities thereunder. 3. Governing Law. This Assignment is being delivered in the State of New York. This Assignment shall in all respects be governed by, and construed in accordance with, the internal substantive laws of the State of New York, including all matters of construction, validity or interpretation of this Assignment. 130321225537 $15.00 02/01/2013 SDNY_GM_02758492 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 0 0 43 0 0 0 0 0 0 a a i a O 0 N 3 EFTA 00245414 EFTA01329877 VNOW11)10 LLIO ViP10111/1)10 CO Z1 ILId i 933 £IQZ Wit'.01.1.Vd1S10313 13VU3LIV VV3 HIM 03113 SDNY_GM_02758493 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245415 EFTA01329878 4. Counterparts. This Assignment may be executed in several counterparts, each of which shall be deemed an original, and all of which such counterparts shall constitute one and the same instrument. 5. Binding Nature. This Assignment shall be binding upon and inure to the benefit of the parties hereto and their successors and assigns. IN WITNESS WHEREOF, the parties hereto have duly executed this Assignment as of the date first set forth above. 2115218 fAA Msignment MWB CORPORATE SERV By: Jeffr "Assignor" S, LLC vL anager STONY POINT I, LLC By: Stony Point Group, Inc. its solc Member 2 By: Name: Title: "Assignee" SDNY_GM_02758494 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002454 I 6 EFTA01329879 VSIOHV1NO AllO VHOHV180 CO 2i Lid I Old £12 89 ;40i1781.81939 VIA HLIM 03113 SDNY_GM_02758495 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002454 I 7 EFTA01329880 4. Counteroartl. This Assignment may be executed in several counterparts, each of which shall be deemed an original, and all of which such counterparts shall constitute one and the same instrument. 5. Binding Nature. This Assignment shall be binding upon and inure to the benefit of the parties hereto and their successors and assigns. IN WITNESS WHEREOF, the parties hereto have duly executed this Assignment as of the date first set forth above. MWB CORPORATE SERVICES, LLC By: Jeffrey I Owen, Manager "Assignor" STONY POINT I, LLC 2115210 FAA Assignment By: Stony Point Group, Inc. its sole Member 2 "Assignee" SDNY_GM_02758496 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245428 EFTA01329881 7.11;14 I !Obi? tiT41 oriV 1/110W111)10 1110 1/1^10HV1N0 CO Z1 Lid 1 933 £10? E8 1i01 `iUiS1038 SJVL94IV 1/173 KIM 03113 SDNY_GM_02758497 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245419 EFTA01329882 CONSENT Wells Fargo Equipment Finance, Inc. hereby consents to the assignment by MWB Corporate Services, LLC of all of its right, title, interests, duties, obligations and liabilities in and to that certain Aircraft Mortgage and Security Agreement dated December 27, 2012, to Stony Point I, LLC, pursuant to that certain FAA Assignment and Assumption Agreement date as of 1 , 2013. 2115218 • FAA Assignment 3 WELLS FARGO EQUIPMENT FINANCE, INC. By Name: Dftvirl .3 Kuhn Title: Vir•.cf Prcc7,:chnt SDNY_GM_02758498 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245420 EFTA01329883 VHOW/1)10 £113 ViiONVM0 CO ZT lid T 93:', Eta ill31,011VV.13 1031: 1LiCt10811 VVd H.LIM 03113 SDNY_GM_02758499 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 0024542I EFTA01329884 IRREVOCABLE DE-REGISTRATION AND EXPORT REQUEST AUTHORIZATION* To: United States Federal Aviation Administration 2013 Re: Irrevocable De-Registration and Export Request Authorization The undersigned is the registered owner of one (I) Raytheon Aircraft Company model 400A aircraft (described on the International Registry drop-down menu as RAYTHEON AIRCRAFT COMPANY model 400A), bearing manufacturer's serial number RK-260, and United States Registration number N787TA together with two (2) Williams International Company LLC model F344.3AP aircraft engines (described on the International Registry drop-down menu as WILLIAMS INTERNATIONAL CO LLC model FJ44.3AP), bearing manufacturer's serial numbers 252745 and 252746 (together with all installed, incorporated of attached arrnsories, parts and equipment, the "aircraft"). This instrument is an irrevocable de-registration and export request authorization issued by the undersigned in favor of Wells Fargo Equipment Finance, Inc. (the "authorized party") under the authority of Article XIII of the Protocol to the Convention on International Interests in Mobile Equipment on Matters specific to Aircraft Equipment. In accordance with that Article, the undersigned hereby requests: (i) recognition that the authorized party or the person it certifies as its designee is the sole person entitled to: (a) procure the de-registration of the aircraft from the United States Aircraft Registry maintained by the United States Federal Aviation Administration for the purposes of Chapter III of the Convention on international Civil Aviation, signed at Chicago, on 7 December 1944; and (Is) 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. STONY POINT I, LLC By: Stony Point Group, Inc. its sole Member Na Title: ICC *now known as N727KG • This IDERA is linked to and part of that certain Aircraft Mortgage and Security Agreement dated December 27, 2012, by and between MWB Corporate Services, LLC, gmnppfgagor, and Wells Fargo Equipment Finance, Inc., as lender, filed with the FAA on December 27. 4V : Ind assigned by mortgagor to Stony Point I, LLC, pursuant to FAA Assignment and Assumption Agreement filed with the FAA on 2108686 SDNY_GM_02758500 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245422 EFTA01329885 ingnoi i in5bkAfl VW101WINO 1,i10 Vic101-1VTA0 00 Z1 Wd i 1334 UOZ ::OUNS1S103:: VV3 FILVA 03113 SDNY_GM_02758501 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245423 EFTA01329886 Annex I Aircraft: A certain Raytheon Aircraft Company model 400A aircraft (described on the International Registry drop-down menu as RAYTHEON AIRCRAFT COMPANY model 400A), bearing manufacturer's serial number RIC-260, and United States Registration number N787TA,"together with two (2) Williams International Company LLC model F344-3AP aircraft engines (described on the International Registry drop-down menu as WILLIAMS INTERNATIONAL CO LLC model FJ44.3AP), bearing manufacturer's serial numbers 252745 and 252746. Assigned Agreement: That certain Aircraft Mortgage and Security Agreement dated as of December 27, 2012, by and between Wells Fargo Equipment Finance, Inc., as lender, and MWB 1 2 / 27 1 Corporate Services, LLC, as mortgagor, which Aircraft on and Security Agreement was filed onneitgukwith the Federal Aviation Administration on / , and assigned Conveyance xbbrnbec Doc ID# 8947 *now known as N727KG 211513 FAA Assigsvnent 4 SDNY_GM_02758502 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245424 EFTA01329887 VNOIWIY0 Ail0 VW0HtflUO CO ZI bid I 93d £I0Z ;.:41V4181332: VV4 HIM 0311d SDNY_GM_02758503 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245425 EFTA01329888 DOCUMENT LEVEL ANNOTATIONS SEE RECORDED CONVEYANCE SG008967 DOC ID #8947 PAGE 1 SDNY_GM_02758504 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245426 EFTA01329889 SONY_GM_02758505 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245427 EFTA01329890 PCIVA APPROVED 0103 No. 2120-0042 UNITED STATES OF AMERICA DEPARTMENT OF TRANSPOMADON MOW& Avalleill ADINient•TOWINAI meolealef AIDIONAIMKAL COFFER ADICSIAFf RECOSMOTIONAPPUCAMON CERT. ISSUE DATE nEar4EDnortago N 484CA- -.7a 711---6- NISCRAFTMAIMJFACTURER It WO& Raytheon Aircraft Company 400A AIRORARTSERIALNO. RK -260 FOR FAA USE ONLY TYPE OF REOISTPATSON (ChM% O. as El I. Inclhquel 02. Parencestip WA Gsrporabon 04. Go-Owner O S. OCTSTFIWII O 8. Non-Citizen GOrpOrMiNT O 9. ki".011ZOTI Cal al COCO". NAME OR APPUCAINI Pains tan co wane, el evoteMeie> II Itceekkel. Doe neat nee. Sal AS" Well "MN MOO • Stony Point I, LLC TELEPHONE RASHER I ) NX.IESS (Peynansnl mita. *dem Sr Int appicam On KW Of Pet ea is mud. LIED addron "ken." ("V"J 1 West Pack Square, Suite 305 Meet me *set Pun, Neu* PO. Sox: am Asheville SLUE NC EP CMG 28801 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. AIT" a OM•m" m*" to tiny Oast" T` Oilels"rEINA "V be nab la punnlimoo try leo *odes inowlsonmos (U S. C000. Teo IS. Sec. leSt 1 • CERTIFICATION LANE C*RTt II) Mot ma above seat is weed In Ito widower...II wolosel. alto 4 • citizen NA:luting ForperalooN el the Used Sums for vying Rua. EN* Twos of vs ). TIT OITLEIGOLSS.DEEIDEESSIL a O "lad" eion. oldt Wan rsgistmeee [Ferrol - 151 or Form 1450 No • b CIA/co-mom earpOtalloa crowned anti aors banns and ma Rua POINTS a-el mod lira* Isb Yid Fernery Wed 'M Unted Steles Ilocexds or ere Poore Se ea" ter mspecton ai al MI: 01 This TYPE to a Fara as not meowed Les IM last el any been coxes ars logo Quoin:a el rAmorym m Method or No Men IAN min the Loan Awl's, Adronsmincet NOTE. II exeCuted Mr CO-Ownership all applicants must saan. Use reverse side I nocessery. OR PRIN NAME ‘OW SIGNATURE EACH PART OF THIS APPLICATION MUST BE SIGNED KINK. i o•-s. TITLE . , • . 1.1 intt FA/said DATE d - I - 17 ) , . Tina of.64ony ?aunt 4 • 4 1.49TACe lir S. breISMAStr DATE SIGNATURE TIME DATE NOTE PeTIPTET•PKARIRT4 C"1" 00MAINE" OSSIFEMS" OM Sala NSW COMM brawled Ml 'n dooms el 90 "TA ding sewn bel• IN/ FINN ceps el as eppleille• met tie ceded In Oa wn AC FOP swot Crla POI 0062-0043269007) SONY_GM_0275E1506 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00245428 EFTA01329891 • • VH0HV1)10 Al13 9P10HrIN0 00 at bid I 03d £IOZ 89 N0LLYALLS1038 1.0113111V VIA KIM 0311d SDNY_GM_027513507 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 1O, 15, EFTA_00245429 EFTA01329892 UNITED STATES OF AMERICA t .s. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADM INISWATION AIRCRAFT BILL OF SALE i {in ‘Nu IN CONSIDERATION OF S II & OVC THE UNDERSIGNED OWNER(S) OF ME I I I.I. LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNIT ED STATF.S REGISTRATION NUMBER N727KG formerly N787TA AIRCRAFT MANUFACTURER & MODEL Raytheon Aircraft Company 400A A IRC1tAFT SERIAL NUMBER RK-260 DoEsnus I DAY OF V-ejo • 2013 11 EREBY SELL GRANT. TRANSFER AND DELIVER ALL RIGHTS. TITLE. AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: PURCHASER NAME AND ADDRESS OF INDIVIDUAL(S). GIVE LAST NAME. FIRST NAME. AND MIDDLE INMA LI Stony Point I, LLC 1 West Pack Square, Suite 305 Asheville, NC 28801 DEALER CERTIFICATE NUMBER AND TO ITS SUCCESSORS FeNGEWPOlebtlfettNtSTRATORS. AND ASSIGNS TO HAVE AND TO IIOLD SINGULARLY -me SAID AIRCRAFT FOREVER. AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF We HAVE SET Our HAND AND SE:ALTHIS DAY OF Ce-b 2013 SELLER NAME(S) OF SELLER (TYPED OR PRINTED) SIGNATURE(S) (IN INK) (IF EXECUTED FOR Co. OWNERSHIP. All. MUST SIGN.) TITLE (TYPED OR PRINTED) MWB Corporate Services LLC Manager JOIrcy Ov.en -1-79' I3o ( 3a122S-.. rtyr tarni sr $5.00 02/01/2013 ACKNOWLEDGMENT (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 0052-00-629-0001) SUPERSEDES PREVIOUS EDITION SDNY_GM_02T58.508 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 0 0 N N N 0 0 '< 0 0 a a a O O EFTA_00245430 EFTA01329893 1/110Ht11310 ADO VIV0HV1110 00 ZI lid I 233 £[OZ t31:011VdISI338 101101111 V1/4 1111M 03113 SDNY_GM_02758509 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245431 EFTA01329894 • 411, u.s.omennese or rreamermico Federal aviation adminesustion ASSIGNMENT OF SPECIAL REGISTRATION NUMBERS Special Registration Number N727KG Aircraft Make and Model RAYTHEON AIRCRAFT COMPANY 400A Present Registration Number N787TA Serial Number RK-260 Rive Date: Ian 25, 2013 ICAO AIRCRAFT ADDRESS CODE FOR N727KG - 52337165 MWB CORPORATE SERVICES LLC 48 PATTON AVE ASHEVILLE NC 28801.3321 hililliikliilill iiiIIiiillinliliiilllikiliniiiift This is yew authority to change the Unitcd Suites registration number on the above described aircraft to the special registration number whoa Carry duplicate of this fcem in the aircraft together with the old registration certificate as Inc authority to operate the sin-raft pending receipt of revised certificate of registration. OM= a revised certificate of airt from your nearest Flight Standards District Office. The kens FAA Form 8130-6. Applicators For Airworthiness on file b dated: The airworthiness dasiltkadoo and category: NONE INSTRUCTIONS: SIGN AND RETURN THE ORIGINAL of this form to the Civil Aviation Registry, AFS-750, within S days after the special registration number is placed on the aircraft. A revised certificate will that be issued. The authority to we the special number expires: Jan 25, 2014 CERTIFICATION: I catify that the special registration mamba was placed on the aircraft decibel above ow e cseigiposik. 5,georGe-S, 44 C-- Signature o(t:Nair 62.4.- • - - - / • RETURN FORM TO: Civil Aviation Registry, AFS-750 P.O. Box 25504 Oklahoma City, Oklahoma 73125-0504 .." Title of Owner AM A, el Dew Flared an Ainsail: e2 - 1 - l ) AC FORM 1105•44 (VMS) Septede Preview ammo Return Certificate of Registration to R il tsinotir u@.) Return Certificate of Registration to 11°ADIOS SDNY_GM_02758510 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 Accepted MO Fob/11/2013 EFTA 00245432 EFTA01329895 VV40111/1)10 A110 VY1011VtA0 6S TT WY i 833 £lOZ aB NOLLYIGIS1532 13V V321111/ VIA HilM 03113 SDNY_GM_02758511 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245433 EFTA01329896 A < AcTionAn > Insured Aircraft Title Service, Inc. T S Y.O. Box 19527 Oklahoma City. Ok 73144 4848 SW 38th Steal Oklahoma City. Ok 73179 wowinsurociaircttdi corn FEDERAL AVIATION ADMINISTRATION CENTRAL RECORDS DIVISION OKLAHOMA CITY, OKLAHOMA Date: January II, 2013 Dear Sir/Madam: Please Reserve N in NAME ONLY for: (405) 681.6663 (800) 654.4882 FAX (405) 681-9299 Please Reserve N 727KG* N# Change Request and assign for the following aircraft: N 787TH Make Raytheon Aircraft co Model 400A Serial N RK260 Which is (1) being purchased by XX (2) registered to MWB Corporate Services. LLC Payment of the required $10.00 fee per number to reserve/assign is attached. If the preferred N number is not available, please contact the undersigned for a selection of a new number. Please send the confirmation of reservation/8050-64 form to Insured Aircraft Title Service, Inc. in the Public Documents room of the FM. Additional Information: • See attached relinquishment Requested by: 42 1;C. 1211114/ Angie Risley 130111107247 $20.00 01/11/2013 SDNY_GM_02758512 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 Accoplod MC) I- obit 1 /2013 EFTA_00245434 EFTA01329897 Alotfkiet 7NO . Os or uu II " r X0 tie ool MP all? "-(Slon VV.1 si H Id Vi EM 037ti SDNY_Mil_02758513 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245435 EFTA01329898 U.S. DEPARTMENT OF TRANSPORTATION FEDERAL. AVIATION ADMINISTRATION CROSS-REFERENCE-RECORDATION RECORDEDCONVEYANCE. FILED IN: \NUM: ?RITA SERIAL NUM: RE-260 MODEL: 4 RAYTHEON AIRCRAFT COMPANY (0A AIR CARRIER: This form is to be used in cases where a conve)ance cones scvaal aircraft and engines, propellers, or locations. File original of this form with the recorded COMMIDCC and a copy in each aircraft folder involved. TYPE OF CONVEYANCE AIRCRAFT MORTGAGE AND SECURITY AGREEMENT DATE EXECUTED DEC 27. 2012 FROM MWB CORPORATE SERVICES LLC DOCUMENT NO. 50008967 TO OR ASSIGNED TO WELLS FARGO EQUIPMENT FINANCE INC DATE RECORDED JAN I I. 2013 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: Total Aircraft: I Total Engines: 2 Total Props: Total Spare Paris: N787TA WMINT F144-3AP 252745 WMINT FJ44-3AP 252746 UPS-750-23R (O 09) SDNY_GM_02758514 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245436 EFTA01329899 SDNY_GM_02758515 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245437 EFTA01329900 AIRCRAFT MORTGAGE AND SECURITY AGREEMENT a` a between MWB CORPORATE SERVICES, LLC and WELLS FARGO EQUIPMENT FINANCE, INC. dated as of December 27, 2012 Aircraft: Raytheon Aircraft Company Model 400A (described on the International Registry drop-down menu as RAYTHEON AIRCRAFT COMPANY model 400A), Serial Number: RK-260, U.S. Registration Number: N787TA Engines: Williams International Company LLC Model FJ44.3AP (described on the International Registry drop•down menu as WILLIAMS INTERNATIONAL CO LLC model FJ44-3All, Serial Numbers: 252745 and 252746 each of which exceeds the equivalent of 550 rated takeoff horsepower or is capable of generating 1,750 or more pounds of thrust coi3A +6 be_ Ovule -o 123621550383 115.00 12(2712012 A SDNY_GM_02758516 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245438 EFTA01329901 VPIOUV1:10 AI:0 VIIONV1)/0 Oh C bid le 030 2IO2. SDNY_GM_0275&517 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245439 EFTA01329902 TABLE OF CONTENTS PARTIES RECITALS GRANTING CLAUSES ARTICLE I - DEFINITIONS 3 1.1 Defined Terms 3 ARTICLE II — REPRESENTATIONS AND WARRANTIES 2.1 Ownership; Priority Lien; No Violation 5 2.2 Insurer's Certificate 6 ARTICLE III — COVENANTS OF MORTGAGOR 6 3.1 Registration, Maintenance and Operation of Aircraft and Engines 6 3.2 Alterations, Modifications and Additions 3.3 Event of Loss 9 3.4 Insurance 10 3.5 Location of Aircraft 3.6 Application of Insurance Proceeds 3.7 Liens on Mortgaged Property; Taxes 12 3.8 Further Assurances 13 3.9 Recording and Filing 13 3.10 Suits to Protect the Mortgaged Property 14 3.11 Inspection 14 ARTICLE IV — DEFAULT AND REMEDIES 14 4.1 Events of Default 14 4.2 Rights Against Mortgaged Property 15 4.3 Relief Pending Final Determination 17 4.4 Provisions Regarding Sale 17 4.5 Application of Monies Received by Lender 18 4.6 Waiver of Defaults 19 ARTICLE V — SATISFACTION AND DISCHARGE 19 5.1 Discharge 19 ARTICLE VI — MISCELLANEOUS 19 6.1 Severability 19 6.2 Counterparts 20 6.3 Amendments 20 6.4 Indemnification by Mortgagor; Expenses 20 6.5 Acknowledgement of Receipt of Copy of Mortgage 20 6.6 Assignment 21 6.7 Notice 21 6.8 Applicable Law 21 SDNYGN1_02758518 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245440 EFTA01329903 SDNY_GM_02758519 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245441 EFTA01329904 AIRCRAFT MORTGAGE AND SECURITY AGREEMENT THIS AIRCRAFT MORTGAGE AND SECURITY AGREEMENT ("Mortgage") dated as of the 27th day of December, 2012, between MWB CORPORATE SERVICES, LLC, a limited liability company formed under the laws of the State of North Carolina having its headquarters at 48 Patton Avenue, Asheville, North Carolina 28801 ("Mortgagor"), and WELLS FARGO EQUIPMENT FINANCE, INC., a corporation organized under the laws of the State of Minnesota, having its headquarters at 733 Marquette Avenue, Suite 700, MAC N9306-070, Minneapolis, Minnesota 55402 ("Lender"). WITNESSETH: WHEREAS, Mortgagor has entered into a Term Loan Agreement with Lender dated as of December 27, 2012 (the "Agreement"); and WHEREAS, Lender and Mortgagor wish that the payment of all amounts due under said Agreement and the Note (as defined below) be secured by a security interest and an international interest as herein provided; NOW, THEREFORE, the parties hereto agree and declare as follows: For and in consideration of the premises hereof and to secure (i) the performance of all Secured Obligations (as defined below), and (ii) payment of all amounts due under the Agreement, including the Note taken in conjunction therewith, Mortgagor does hereby consent to the creation of an international interest under the Cape Town Treaty (as defined below) and does hereby mortgage, hypothecate, pledge, confirm and grant a security interest in, lien upon and right of set-off against, the property described in Granting Clauses I through IV. inclusive. whether now owned or hereafter acquired (which property, including all property hereafter specifically subjected to this Mortgage and any other agreement supplemental hereto, is referred to herein as the "Mortgaged Property"), forever with the power granted, to Lender, its successors and assigns to dispose of the Mortgaged Property: GRANTING CLAUSE I All right, title and interest of Mortgagor in and to the Aircraft, the Parts, the Engines (all as defined below) and their components and attachments, and all manuals and log books and other documentation relating thereto, it being the intent that separate rights shall attach to the Airframe separate and apart from the Engines for purposes of the Cape Town Treaty. Ins I hereby certify this Is s true d exact o ori rtdd:‘" isle Service, SDNY_GM_02758520 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245442 EFTA01329905 SDNY_GM_02758521 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245443 EFTA01329906 GRANTING CLAUSE II All proceeds of insurance from any loss of, or damage to, any properties mentioned or referred to in Granting Clause I and any other proceeds of any kind resulting from any Event of Loss (as defined below) with respect thereto. GRANTING CLAUSE III All estate, right, title, interest and claims whatsoever, at law, as well as in equity, which Mortgagor has or possesses on the date of this Mortgage or to which Mortgagor may hereafter become legally or equitably entitled, from, in or to the properties described in Granting Clauses I and II, inclusive, including, without limitation, the Associated Rights (as defined below), the right to receive any rent from the lease of the Aircraft or any charter or management fees derived from the use of the Aircraft, all engine and airframe maintenance programs, together with all accounts receivable, general intangibles, proceeds and chattel paper evidencing any of the foregoing. GRANTING CLAUSE IV All right, title and interest of Mortgagor in any engine, auxiliary power unit and/or airframe maintenance program contracts with respect to the Aircraft, auxiliary power unit, and the Engines, including any reserve account (or other trust account) required thereunder. TO HAVE AND TO HOLD, the Mortgaged Property under and subject to the terms and conditions set forth herein, for the benefit and security of all Secured Obligations and of all and singular the present and future holders thereof and to secure the payment and performance of the Secured Obligations, ratably and without any preference, distinction or priority as to lien or otherwise of any such Secured Obligations over any other Secured Obligation by reason of the difference in time of the actual making, issue, delivery, incurrence or sale of the respective Secured Obligations or for any other reason whatsoever, except as herein otherwise expressly provided or referred to, and so that each and every Secured Obligation, whether outstanding on the date of this Mortgage or hereafter issued and delivered or incurred shall have the same lien and security, and so that each and every such Secured Obligation shall be equally and proportionately secured hereby as if it had been made, issued, delivered and incurred simultaneously with the execution and delivery of this Mortgage. PROVIDED, HOWEVER, and these presents arc upon the condition that, unless and until an Event of Default has occurred and is continuing, neither Lender nor its successors or assigns shall disturb Mortgagor's possession and use of the Aircraft, Engines, Pans or other 2107340 2 SDNY_GM_02758522 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245444 EFTA01329907 SDNY_GM_02758523 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245445 EFTA01329908 property constituting all or part of the Mortgaged Property, subject to the further covenants, conditions, uses and trusts, and except as specifically set forth herein; and IT IS HEREBY COVENANTED AND AGREED by and between the parties hereto that the Mortgaged Property is to be held and applied on the further covenants, conditions, uses and trusts set forth herein: ARTICLE I - DEFINITIONS 1.1 Defined Terms. As used in this Mortgage, except as otherwise indicated herein, the following terms shall have the meanings set forth below or in the location indicated: (a) "Agreement" shall mean the Term Loan Agreement dated as of December 27, 2012, between Mortgagor and Lender. (b) "Aircraft" shall mean the Raytheon Aircraft Company model 400A aircraft (described on the International Registry drop-down menu as RAYTHEON AIRCRAFT COMPANY model 400A), bearing manufacturer's serial number RK-260, and United States Registration number N787TA, together with all Engines and all Pans. (c) "Airframe" shall mean (i) the Aircraft, not including the Engines or any APU, it being the intent that separate rights shall attach to the Airframe separate and apart from the Engines for purposes of the Cape Town Treaty, and (ii) any and all Pans from time to time incorporated in, installed on or attached to the Aircraft and any and all Parts removed therefrom so long as Lender shall retain an interest therein in accordance with the applicable terms of this Mortgage after removal from the Aircraft. (d) "Associated Rights" means all rights to payment or other performance by Mortgagor under an agreement which is secured by or associated with the Aircraft. (e) "Cape Town Treaty" shall have the meaning provided in 49 U.S.C. §44113(1). (1) "Engine(s)" shall mean those certain two (2) Williams International Company LLC model FJ44-3AP aircraft engines (described on the International Registry dropdown menu as WILLIAMS INTERNATIONAL CO LLC model FJ44.3AP), bearing manufacturer's serial numbers 252745 and 252746, which engines have 550 or more rated takeoff horsepower or are capable of generating 1,750 or more pounds of thrust or the equivalent thereof, and any replacement Engine purchased in accordance with Paragraph 3.3(b) of this Mortgage. (g) "Event of Default" shall have the meaning given to it pursuant to Paragraph 4.1 of this Mortgage. (h) "Event of Loss" with respect to the Aircraft or any Engine shall mean any of the following events: 2107340 3 SDNY_GM_02758524 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245446 EFTA01329909 SDNY_GM_027513525 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245447 EFTA01329910 (i) loss of the Aircraft or any Engine or the use thereof due to destruction, damage beyond repair or rendition of such Aircraft or Engine permanently unfit for normal use for any reason whatsoever; (ii) any damage to the Aircraft or Engine (including those requiring the completion of an FAA Form 337, "Major Repair And Alteration Statement") which results in an insurance settlement with respect to such Aircraft or Engine on the basis of total loss; (iii) the theft, disappearance, condemnation, confiscation, attachment, sequestration, distraint or seizure of, or requisition of title to or use or possession of, such Aircraft or Engine for a period of ninety (90) consecutive days; or (iv) the operation or location of the Aircraft, while under condemnation, confiscation, seizure, requisition or otherwise in any area excluded from coverage by any insurance policy in effect with respect to the Aircraft required by the provisions of this Mortgage or of the Agreement. (i) "FAA" shall mean the United States Federal Aviation Administration, or the agency or official of the United States of America at the time administering the functions of the Federal Aviation Administration with respect to the regulation of aircraft. (j) "Federal Aviation Act" shall mean Subtitle VII of Title 49 of the United States Code, as amended from time to time, or any similar legislation of the United States enacted to supersede, amend or supplement such Act. (k) "IDERA" shall mean an Irrevocable De•Registration and Export Request Authorization substantially in the form of Annex I hereto. (I) "Insurance Certificate" shall mean a certificate of a Qualified Insurance Broker. (m) "International Registry" shall mean the international registry established under the Cape Town Treaty. (n) "International Registry Procedures" shall mean the official English language text of the Procedures for the International Registry issued by the supervisory authority thereof pursuant to the Cape Town Treaty. (o) "International Registry Regulations" shall mean the official English language text of the Regulations of the International Registry issued by the supervisory authority thereof pursuant to the Cape Town Treaty. (p) "Liens" shall mean all liens, charges, security interests, national interests, prospective international interests, international interests, leaseholds and encumbrances of every 2107110 4 SDNY_GM_02758526 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245448 EFTA01329911 SDNY_GM_02758527 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245449 EFTA01329912 nature and description whatever, whether consensual or nonconsensual, including, without limitation, any rights of third parties under third party agreements and irrevocable de-registration and export request authorizations. (q) "Mortgage" shall mean this Aircraft Mortgage and Security Agreement, as it from time to time may be supplemented or amended by any other supplements or amendments executed by and between Mortgagor and Lender. (r) "Mortgaged Property" shall have the meaning specified in the paragraph of introduction immediately preceding the Granting Clauses of this Mortgage. (s) "Note" shall mean the "Note" as defined in the Agreement. (t) "Parts" shall mean all appliances, parts, instruments, avionics (including, without limitation, radio, radar, navigation systems or other electronic equipment), appurtenances, accessories, furnishings, auxiliary power units, if any, and other equipment of whatever nature (but excluding complete Engine), so long as the same shall be (i) incorporated or installed in or attached to the Aircraft or any Engine, at any time, or (ii) otherwise subject to this Mortgage. (u) "Person" shall mean an individual, a corporation, a limited liability company, a partnership, an unincorporated organization, an association, a joint-stock company, a joint venture, a trust, an estate or a government or any agency or political subdivision thereof. (v) "Qualified Insurance Broker" shall mean an aircraft insurance broker, designated by Mortgagor and satisfactory to Lender. (w) "Re-registration POA" shall have the meaning specified in Section 3.1(a). (x) "Secured Obligations" shall mean all obligations of Mortgagor under the Agreement and the Note and any instrument or agreement in respect of any swap, derivative, foreign exchange, hedge or other similar transaction and all confirmations executed thereunder in respect of any transaction that is entered into between Mortgagor and Lender or any affiliate of Lender, and all obligations of Mortgagor under this Mortgage and all future obligations under any loan agreements, promissory notes and other obligations of Mortgagor to Lender arising from the Agreement. Capitalized terms not otherwise defined in this Mortgage shall have the meanings set forth in the Agreement. ARTICLE II - REPRESENTATIONS AND WARRANTIES 2.1 Ownership; Priority Lien: No Violation. Mortgagor represents and warrants that on the date of execution of the Note and this Mortgage and for as long as the Note and this Mortgage shall remain in full force and effect: 2107340 5 SON YGN1_02 758528 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFFA_00245450 EFTA01329913 SDNY_GM_02758529 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245451 EFTA01329914 (a) The Aircraft and Engines then being subjected to this Mortgage are free and clear of all Liens, except the lien of this Mortgage and the IDERA, and for the purposes of this Mortgage, Mortgagor shall be deemed to be the legal title holder of the Aircraft and Engines; (b) This Mortgage has been duly executed and delivered by Mortgagor. This Mortgage is enforceable in accordance with its terms against Mortgagor and third parties subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws affecting creditors' rights generally and to general equity principles; and (c) Neither the execution and delivery by Mortgagor of this Mortgage nor compliance by Mortgagor with any of the terms and provisions of this Mortgage will, in any way, conflict with, result in any breach of, or constitute a default under, or result in the creation of any lien (other than the lien permitted under this Mortgage) upon any property of Mortgagor under: any statute, rule or regulation of the United States of America; (ii) any treaties, conventions or international regulations, including, without limitation, the Cape Town Treaty, the International Registry Regulations and the International Registry Procedures; (iii) any indenture, mortgage, chattel mortgage, deed of trust, conditional sales contract, bank loan, credit agreement or other agreement or instrument to which Mortgagor is a party or by which it or any of its properties may be bound or affected; or (iv) any order, writ, injunction, decree, judgment, award, determination, direction or demand of any federal, state, municipal or other governmental department, court, commission, board, bureau, agency or instrumentality, domestic or foreign, which is binding on Mortgagor. 2.2 jnsurer's Certificate. Mortgagor shall deliver to Lender an Insurer's Certificate as to the due compliance with the insurance provisions of Paragraph 3.4 hereof. ARTICLE III - COVENANTS OF MORTGAGOR 3.1 Registration, Maintenance and Operation of Aircraft and Engines. (a) Registration and IDERA. (i) At or prior to the Closing Date (as defined in the Agreement), at its own cost and expense, and at all times during the term of this Mortgage, Mortgagor shall (A) cause the Aircraft to be duly registered in the name of Mortgagor in accordance with the Federal Aviation Act, and the Aircraft shall not be registered under the laws of any other country without the prior written consent of Lender; (B) cause this Mortgage to be registered as an international interest on the 'International Registry; and (C) remain 2107340 6 SDNY_GM_02758530 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245452 EFTA01329915 SDNY_GM_02758531 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245453 EFTA01329916 registered as a transacting user entity with the International Registry. In furtherance thereof, Mortgagor shall consent, through its professional user entity, to international registration upon issuance of the request for consent by the International Registry. •At least ninety (90) days prior to the date that any registration of the Aircraft shall expire. Mortgagor shall, at its expense, furnish (or cause to be furnished) to Lender a new or renewed (as the case may be) certificate of registration for the Aircraft, verifying that the Aircraft is properly registered with the FAA in accordance with the requirements of this Section 3.1. Accordingly, the parties acknowledge and agree that, as a condition precedent to the funding of the loan described in the Agreement, Mortgagor shall execute and deliver in favor of Lender an irrevocable power of attorney (and any necessary authorizing documents) in form(s) acceptable to Lender, providing Lender with the power, in Lender's sole discretion, to re-register or renew the registration of the Aircraft ("Re-registration POW) should Mortgagor fail to timely complete such process. Lender shall not exercise the Re-registration POA or file the Re-registration POA with the FAA unless Mortgagor has failed to provide evidence of the re-registration (or renewal of the registration) of the Aircraft at least ninety (90) days prior to the date that any registration shall expire as described above. It is understood that Lender shall have the right to exercise its powers under the Re-registration POA, but shall not be obligated to do the same. In the event this Mortgage is assigned by Lender, Mortgagor agrees to execute a new Re-registration POA in favor of such assignee in a form substantially similar to the original Re-registration POA. When the Secured Obligations shall have been indefeasibly and fully paid, then the Re-registration POA shall automatically terminate and be deemed to cease to exist. (ii) Mortgagor shall not allow the name of any Person other than Lender to be placed on the Airframe and Engines as a designation that might be interpreted as a lien thereon, provided, that Mortgagor may cause the Aircraft to be lettered and otherwise marked in an appropriate manner for convenience of identification of the interest therein of Mortgagor. (iii) Mortgagor shall not (A) consent to any Person other than Lender making any registrations in the International Registry in relation to the Airframe and Engines, or (B) execute and deliver any irrevocable de-registration and export request authorization to any Person other than the IDERA in favor of Lender. (iv) Mortgagor shall execute and deliver the IDERA, and cause the same to be filed in accordance with the Federal Aviation Act. (v) Mortgagor may change the registration number of the Aircraft to N727KG. (b) Maintenance. After the Closing Date, and except as may otherwise be agreed in writing by Mortgagor and Lender, Mortgagor, at its own cost and expense during the term of the Agreement and until full and complete payment of the Note and of all amounts due or --* to become due under the Agreement, shall: 2107340 7 SDNY_GM_02758532 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245454 EFTA01329917 SDNY_GM_02758533 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245455 EFTA01329918 (i) maintain, service, repair, overhaul and test, or cause the same to be done to, the Aircraft and each Engine so as to keep them in as good operating condition as when subjected to the lien hereof and the international interest in favor of Lender, ordinary wear and tear excepted, fully operational, duly certified and in airworthy condition and in at least such condition as may be necessary to: (A) enable the airworthiness certification of the Aircraft and the Engines by the FAA to be maintained in good standing at all times under the Federal Aviation Act and other applicable laws of the United States of America; (B) comply with the airframe and engine recommended inspection and service programs of the manufacturer of the Aircraft and the manufacturer of the Engines, including, without limitation, all applicable airworthiness directives and service bulletins; and (C) comply with all regulations of the FAA and any other governmental agency having jurisdiction; (ii) maintain in English all records, logs and other materials required by the FAA to be maintained in respect of the Aircraft and the Engines (and in the event the Aircraft and any Engine is repossessed pursuant to Article IV hereof, deliver all such materials pertaining thereto to Lender); and (iii) upon Lender's written request, promptly furnish to Lender such information as may be required to enable Lender to file any reports required to be filed by Lender with any governmental authority because of its interest in the Mortgaged Property and promptly consent to any filings with the International Registry as Lender may determine arc necessary or appropriate; and (iv) at the request of Lender, enter into or cause to be entered into, manufacturer's or supplier's standard maintenance contracts satisfactory to Lender covering the Engines, and shall comply with all obligations thereunder including the making of all necessary payments in order to maintain current enrollment, and shall furnish evidence to Lender of such signed maintenance agreement (substitute maintenance may be used if necessary and if first approved in writing by Lender). (c) Operations. Mortgagor shall not permit the Aircraft and any Engine to be maintained, serviced, repaired, overhauled, tested, used or operated in violation of any law or any rule, regulation or order of any governmental authority having jurisdiction thereover, or in violation of any airworthiness certificate, license or registration relating to the Aircraft or any Engine issued by any such authority, or in violation or breach of any representation or warranty made with respect to obtaining insurance on the Aircraft or any term or condition of such insurance policy. Mortgagor shall not sell, assign, mortgage, relinquish possession, or lease the Mortgaged Property to any other Party, without Lender's prior written consent; provided, however, Mortgagor is expressly permitted to enter into dry lease and/or time sharing agreements with the following affiliated entities upon such cntity(ies) duly executing an Acknowledgement n07340 8 SDNY_GM_02758534 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245456 EFTA01329919 SDNY_GM_02758535 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245457 EFTA01329920 of Rights with Lender: Turbine Engine Components Technologies Corporation; UCA Holdings, Inc.; Turbine Engine Component Technologies-Utica Corporation; TECT Aerospace, Inc.; TECT Aerospace Wellington, Inc.; TECT Hypervelocity, Inc.; and any other affiliates. If required by applicable law, Mortgagor shall operate the Aircraft (or cause the Aircraft to be operated) under a Pan 135 Certificate. 3.2 Alterations. Modifications and Additions. (a) Alterations. Modifications and Additions. Mortgagor, at its own cost and expense, shall make such alterations and modifications in and additions to the Aircraft and Engines as may be required from time to time to meet all applicable standards of the Federal Aviation Administration or other governmental authority having jurisdiction over the Aircraft and Engines. So long as no Event of Default shall have occurred and be continuing, Mortgagor, at its own cost and expense, and from time to time, may make such alterations and modifications in, and additions to, the Aircraft and any Engine as Mortgagor may deem desirable in the proper conduct of its business; provided, that no such alteration, modification or addition shall diminish the value or utility of the Aircraft or such Engine, or impair the condition or airworthiness thereof, below the value, utility, condition or airworthiness thereof immediately prior to such alteration, modification or addition assuming the Aircraft or such Engine were measured by the value, utility and airworthiness, and in the condition and state of repair required to be maintained by the terms hereof. All Parts incorporated or installed in or attached to or added to the mortgaged Aircraft or any mortgaged Engine as the result of any alteration, modification or addition shall conform to the requirements of Paragraph 3.2(a) hereof and, without further act or deed, shall become subject to the lien of this Mortgage and the international interest in favor of Lender. So long as no Event of Default shall have occurred and be continuing, Mortgagor, at any time, may remove any Part from the Aircraft or Engines if: (i) such Part is in addition to, and not in replacement of, or substitution for, any Part incorporated or installed in or attached to the Aircraft or any Engine; (ii) such Part is not required to be incorporated or installed in, or attached or added to, the Aircraft or such Engine pursuant to the terms of Paragraphs 3.1(b), 3.1(c) or Paragraph 3.2 hereof; and (iii) such Part can be readily removed from the Aircraft or any Engine without diminishing or impairing the value, utility, condition and airworthiness of the Aircraft or such Engine. Upon any such removal, such Part shall cease to be a "Part" within the meaning hereof. 2107310 9 SDNY_GM_02758536 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245458 EFTA01329921 SDNY_GM_02758537 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245459 EFTA01329922 (b) Liability of Lender. Lender shall not bear any liability or cost for any alteration, modification or addition, or for any grounding or suspension of certification of the Aircraft or any Engine, or for loss to Mortgagor of any revenue in respect of the Aircraft or any Engine, however arising. 3.3 Event of Loss. (a) Event of Loss with Respect to the Aircraft. Upon the occurrence of an Event of Loss with respect to the Aircraft, Mortgagor shall give Lender prompt written notice thereof, stating the circumstances of such Event of Loss. No later than thirty (30) days after the date of such Event of Loss, Mortgagor shall repay the outstanding principal balance under the Agreement and the Note and all other Secured Obligations in full. (b) Event of Loss with Respect to a Mortgaged Engine. Upon the occurrence of an Event of Loss with respect to any Engine, which Event of Loss does not constitute an Event of Loss with respect to the Aircraft, Mortgagor shall give Lender prompt written notice thereof, stating the circumstances of such Event of Loss. As soon as possible, but no later than thirty (30) days after the date of such Event of Loss, Mortgagor shall: (i) repay the outstanding principal balance under the Note and all other Secured Obligations in full, or (ii) enter into, at the expense of Mortgagor, an agreement in all respects satisfactory to Lender for the purchase of a new Engine compatible with the Aircraft to replace the Engine which is the subject of such Event of Loss. Upon delivery of such new Engine pursuant to such agreement, Mortgagor shall cause such new Engine to be installed on the Aircraft and specifically subject such new Engine to the lien hereof and the international interest in favor of Lender, delivering to Lender all documents required or useful in connection therewith and consenting to the registration of an international interest with the International Registry with respect to such new Engine. Lender shall execute and deliver all documents required or useful in connection with releasing the replaced Engine from the lien of this Mortgage and shall discharge all registrations with the International Registry with respect to the replaced Engine. 3.4 Insurance. At or prior to the Closing Date, and without limiting the requirements of Section 5.03 of the Agreement, Mortgagor will carry, at the cost and expense of Mortgagor: (a) public liability insurance (including, without limitation, passenger legal liability); (b) property damage insurance (including, without limitation, airport property damage liability and contractual liability); and (c) all-risk ground and flight aircraft hull insurance (including, without limitation, war risk, hijacking and similar perils insurance). 2107340 10 SDNY_GM_027585313 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245460 EFTA01329923 SDNYGlvl02758539 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0024546 I EFTA01329924 The amount of such all-risk ground and flight aircraft hull insurance at no time and in no event shall be less than Three Million Four Hundred Fifty-four Thousand United States Dollars (USS3,454,000.00). In the case of public liability, the amount thereof maintained shall in no event be less than Ten Million United States Dollars (USSI 0,000,000.00) with physical damage or liability coverage deductibles not to exceed Ten Thousand United States Dollars (USSI 0,000.00) or as mutually agreed by Lender and Mortgagor; provided, however, if the aircraft is operated under a Pan 135 certificate, then in no event shall such insurance coverage be less than Fifty Million United States Dollars (USS50,000,000.00) or as mutually agreed by Lender and Mortgagor. All insurance required to be maintained by this Paragraph 3.4 shall be maintained in effect with financially sound and reputable insurers reasonably satisfactory to Lender and shall be evidenced by one (I) or more policies, each of which shall provide: (i) in the case of all-risk ground and flight aircraft hull insurance that Lender is designated as a loss payee (but without imposing upon Lender any obligation imposed upon the insured, including, without limitation, the liability to pay the premiums of such policies), and that, in the event of any damage or loss to the Aircraft or any Engine, all payments shall be made to Lender at its address: WELLS FARGO EQUIPMENT FINANCE, INC. 733 Marquette Avenue, Suite 700 MAC N9306-070 Minneapolis, Minnesota 55402 (ii) in the case of public liability and property damage insurance, that Lender is an additional named insured (but without imposing upon Lender any obligation, including, without limitation, the liability to pay the premiums for such policies), and that all of the provisions thereof shall operate in the same manner as if there were a separate policy covering each insured (provided that such policies shall operate in the same manner as if there were a separate policy covering each insured); (iii) that, as against Lender, the insurer waives any rights of subrogation, set-off, counterclaim or any other deduction, whether by attachment or otherwise; (iv) that, in respect of the interest of Lender in such policy or policies, the insurance shall not be invalidated by any action or inaction of Mortgagor or of any other Person (other than Lender) and shall insure Lender regardless of any breach or violation by Mortgagor or any other Person (other than Lender) of any warranties, declarations or conditions contained in such policies; and (v) that, if such insurance is canceled for any reason whatsoever or changes in any material respect in relation to the interest of Lender or is allowed to lapse for nonpayment of premium, such cancellation, change or lapse shall not be effective as to Lender for thirty (30) days after receipt by Lender of written notice by the insurer of such cancellation, change or lapse. All proceeds of insurance policies required to be in 2107340 I I SDNY_GPA_02758540 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245462 EFTA01329925 SDNY_GM_02758541 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245463 EFTA01329926 effect hereof, if for any reason not paid directly to Lender and if not then required to be paid over by Lender to Mortgagor pursuant to Paragraph 3.6 hereof, shall be deposited by Mortgagor with Lender_ Notwithstanding anything to the contrary herein, provided that no Event of Default has occurred and is continuing, Mortgagor shall be.permitted to handle all claims and to accept all insurance payments that arc less than One Hundred Thousand United States Dollars (US$100,000.00). 3.5 Location of Aircraft. Mortgagor shall at all times keep the Aircraft registered under the laws of the United States of America. Mortgagor shall not base the Aircraft in a location outside of the United States of America, and Mortgagor shall not operate or locate the Aircraft or any Engine or permit the Aircraft or any Engine to be operated or located in: (a) any area or on any route excluded from coverage under the provisions of any insurance policy required by the terms of Paragraph 3.4 above; or (b) any recognized, or, in Lender's reasonable judgment, threatened area of hostilities unless fully covered to Lender's satisfaction by war risk insurance. 3.6 Application of Insurance Proceeds. (a) Proceeds of insurance received as a result of an Event of Loss with respect to the Aircraft shall be applied by Lender to payment of the Secured Obligations in the manner provided in Paragraph 4.5 hereof. (b) Proceeds of property damage insurance payable as a result of an Event of Loss of the Engine (but not the whole Aircraft) shall be held by Lender until Mortgagor shall have decided whether or not to purchase a new engine as required by Paragraph 3.3(b). If Mortgagor elects to replace the Engine, then, upon placing such an order, such proceeds, upon the request of Mongagor, shall be applied directly to payment (including any progress payment) for such repair or the purchase of a replacement Engine, provided, that all rights of Mortgagor in. to and under such contract for such repair or the purchase of a replacement Engine shall first have been assigned to Lender in a manner reasonably satisfactory in form and substance to Lender. Unless a Default or Event of Default shall have occurred and be continuing, such proceeds (or balance thereof remaining after payment in full for such repair or such replacement Engine) shall be paid to Mortgagor upon completion of such repair or installation of the replacement Engine on the Aircraft and its subjection to the lien hereof and international interest in favor of Lender as required by Paragraph 3.3(b) above. . . . . (c) Unless a Default or Event of Default shall have occurred and be continuing and except as provided in Paragraph 3.6(d), any proceeds of insurance received as a result of any damage or loss not constituting an Event of Loss shall be held by Lender, or upon the request of Mortgagor, applied by Lender directly to payment (including any progress payment) for any repair or replacement required by the terms hereof. Unless a Default or Event of Default shall-have occurred and be continuing, after completion of, and payment for, such repair or replacement, such proceeds, or any excess over the cost of such repair or replacement if . . . .. • 2107340 12 SDNY_GM_02758.542 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245464 EFTA01329927 SDNY_GM_02758543 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245465 EFTA01329928 such proceeds shall have been applied by Lender to payment for such repair or replacement, shall be forthwith paid over to Mortgagor by Lender. (d) Unless a Default or Event of Default shall have occurred and be continuing, any proceeds of insurance received as a result of any damage or loss to Parts which Mortgagor is entitled to remove pursuant to Paragraph 3.2(a) above without replacement shall be forthwith paid over to Mortgagor by Lender. 3.7 Liens on Mongaeed Property: Taxes. (a) Mortgagor shall always maintain this Mortgage as a first priority security interest, international interest, and lien upon the Mortgaged Property and Mortgagor shall cause the international interest in favor of Lender to always remain the only registered international interest with respect to the Airframe and Engines. Mortgagor shall not directly or indirectly create, assume or permit, or suffer to be created and to exist, any Lien on or with respect to any Mortgaged Property, title thereto or any interest therein, except for the Liens created hereunder. Mortgagor shall promptly, at its own cost and expense, take such action as may be necessary to duly discharge any such unpennitted Lien on or with respect to any Mortgaged Property, title thereto or any interest therein. (b) Mortgagor shall pay and indemnify Lender for, and hold Lender harmless from and against, all income (other than Lenders income), franchise, gross receipts, rental, sales. use, excise, personal property, ad valorem, value added, leasing, leasing use, stamp, landing, airport use or other taxes, levies, imposts, duties, charges, fees or withholdings of any nature, together with any penalties, fines or interest thereon (the "Tax(es)") arising out of transactions contemplated by this Mortgage and imposed against Lender, Mortgagor or the Aircraft, or any part thereof, by the United States of America, any foreign government, any state, municipal or local subdivision, any agency or instrumentality thereof or any taxing authority upon or with respect to the Aircraft, or any part thereof, or upon the ownership, delivery, leasing, possession, use, operation, return, transfer or release thereof, or upon the rentals, receipts or earnings arising therefrom, or upon or with respect to this Mortgage. If a claim is made against Lender for any Tax that is subject to indemnification hereunder, Lender shall notify Mortgagor promptly within thirty (30) days after Lender's receipt of such written notice, and Mortgagor will pay such Tax promptly and in no event later than thirty (30) days after such notice; provided, however, that if Mortgagor elects to contest or assume the defense as therein described and provided that Mortgagor can testify such Tax would not subject the Aircraft to risk of seizure, and Mortgagor so contests or defends in a timely manner and within the legal delays allowed to do so, Mortgagor's obligation to pay or reimburse shall, if applicable laws allow, be postponed until a settlement of the matter or a decision is rendered on the defense or contestation. Mortgagor's contestation or defense shall be at Mortgagor's sole cost and expense. If the governmental authority or agency seeking to collect requires any payment to be made or any security assurance or guarantee to be furnished as a condition of contestation or defense, Mortgagor shall pay or furnish same or cause the payment or furnishing thereof. In case any report or return is required to be made with respect to any Taxes, Mortgagor will either (after notice to Lender) make such report or return in such manner as will show the ownership of the Aircraft in Mortgagor and send a copy of such report or return to Lender or will notify Lender of such requirement and make 2107340 13 SDNY_GM_02758544 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245466 EFTA01329929 SDNY_GM_02758545 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245467 EFTA01329930 such report or return in such manner as shall be satisfactory to Lender. Lender agrees to cooperate fully with Mortgagor in the preparation of any such report or return. 3.8 Further Assurances. Mortgagor, from time to time, shall perfonn or execute and deliver, or cause to be performed or executed and delivered, all such further and other acts. conveyances, transfers, instruments and assurances as may be reasonably appropriate, or as may be reasonably requested by Lender, for the better mortgaging, hypothecating, confirming, pledging, granting and perfecting of a lien and security interest unto Lender or a registered international interest in favor of Lender, in all or in part, of the Mortgaged Property or for facilitating the execution of the lien or international interest created by this Mortgage or for securing to Lender the benefit hereof and of the rights and remedies created hereby. Mortgagor, at all times, shall defend and protect the lien of this Mortgage on the Mortgaged Property against the enforcement of all other Liens, claims, penalties and rights asserted by any and all Persons whatsoever. 3.9 Recording and Filing. Without limiting Paragraph 3.8 above, Lender, at the cost and expense of Mortgagor, shall cause this Mortgage and any and all additional instruments which shall be executed pursuant to the terms hereof, of the Note or of the Agreement, so far as permitted by applicable laws and regulations, on and at all times after the date of execution to be kept, and this Mortgage filed and recorded in such places as may be required under applicable law, or as Lender, in its discretion, may reasonably request to perfect and preserve the lien of this Mortgage on all of the Mortgaged Property and to protect the security and the rights and remedies of Lender hereunder. Without limiting the foregoing, Mortgagor shall do, or cause to be done, any and all acts and things as may be reasonably requested by Lender to (i) perfect the lien of this Mortgage pursuant to the Uniform Commercial Code as in effect in any jurisdiction with respect to any portion of the Mortgaged Property subject to the provisions of such Code and (ii) consent to and maintain the registered international interest in favor of Lender under the Cape Town Treaty. Mortgagor shall bear the entire cost and expense of all actions required to be taken pursuant to Paragraph 3.8 and 3.9 hereof. 3.10 Suits to Protect the Mortgaged Property. Lender shall have power to institute and to maintain, at Mortgagor's cost and expense, such suits and proceedings as Lender may reasonably deem expedient to prevent any impairment of the Mortgaged Property by any acts which may be unlawful or in violation of this Mortgage or to preserve or protect the interests of Lender in the Mortgaged Property, including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid, if the enforcement of, or compliance with, such enactment, rule or order would impair the security hereunder or be prejudicial to the interests of Lender. 3.11 Inspection. Mortgagor shall permit the Lender to inspect the Mortgaged Property no less frequently than annually (including, without limitation, any and all manuals, log books, records and all other documentation relating to the Mortgaged Property, whether in the possession of Mortgagor or any third party maintenance provider) at such reasonable times and upon such reasonable prior notice as Lender may from time to time request. Lender shall have no duty to make any such inspection and shall not incur any liability or obligations by reason of 3107340 14 SONY_GM_02758546 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245468 EFTA01329931 SDNY_GM_02758547 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245469 EFTA01329932 not making any such inspection. All such inspections shall be at the cost of Mortgagor; provided that such costs shall be limited to the reasonable out of pocket expenses actually incurred by Lender which are directly attributable to such inspections. ARTICLE IV - DEFAULT AND REMEDIES 4.1 Events of Default. If one (I) or more of the following events (each an "Event of Default") shall occur: (a) Default shall be made in the payment of any installment of principal. interest or fee due under the Agreement or the Note, when due and payable, or within any grace period applicable thereto, whether at maturity, by notice of intention to repay or otherwise, or in the payment of any other amount payable hereunder or thereunder when due and payable; (b) Default shall be made in the due observance or performance of any other term, covenant or agreement contained in this Mortgage or in the Agreement, and such Default shall not have been cured within a period of thirty (30) days following written notice from Lender to cure such Default; (c) Any representation or warranty made by Mortgagor herein or in the Agreement or any statement or representation made in any certificate, report or opinion delivered in connection herewith shall prove to have been misleading in any material respect when made; (d) Mortgagor fails or becomes unable generally to pay its debts as they come due, makes an assignment for the benefit of creditors, has a compulsory winding up order made against it or resolves to be wound up voluntarily, files a petition in bankruptcy or for relief under any bankruptcy or insolvency law, is adjudicated insolvent or bankrupt, petitions or applies to any tribunal for any receiver of or any trustee for Mortgagor or any substantial part of its property, commences any proceeding relating to Mortgagor under any reorganization, arrangement, or readjustment of debt, dissolution or liquidation law or statute of any jurisdiction whether now or hereafter in effect, or if there is commenced against Mortgagor any such proceeding; (e) This Mortgage shall cease to be in full force and effect or shall cease to give Lender 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 Treaty; (9 The failure by Mortgagor to maintain the insurance coverage on the Aircraft in accordance with Section 3.4; or (g) Default shall be made in the due observance or performance of any other term, covenant or agreement contained in any other agreement or mortgage between Mortgagor and Lender; 2107340 IS SDNY_GM_02758548 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245470 EFTA01329933 SDNY_GM_02758549 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245471 EFTA01329934 then, upon the happening of any of the foregoing Events of Default, the Note and all amounts under the Agreement shall become and be immediately due and payable, with Mortgagor hereby expressly waiving any presentment, demand, protest or other notice of any kind. 4.2 Rights Against Mortgaged Proocrtv. (a) If an Event of Default shall have occurred and be continuing, then and in every such case, Lender, in addition to all other rights and remedies available hereunder, shall have, at law or in equity or by statute, each of the following rights and remedies, none of which is intended to be exclusive of any other right or remedy, and each of which may be exercised either singly or, to the extent permitted by applicable law, concurrently with any one or more of the other rights or remedies: (i) To the extent applicable, Lender shall have the rights and remedies of a secured party under the Cape Town Treaty and/or the Uniform Commercial Code as enacted in any jurisdiction in which any of the Mortgaged Property may be located, including, without limitation, all of the rights and remedies set forth in Articles 12, 13, IS and 20 of the Cape Town Treaty, and Mortgagor hereby consents to the same. In any case, Lender may immediately, directly or by such agent as it may appoint, without demand of performance and (to the extent permitted by applicable law) without notice of its intention to sell or of time or place of sale or of redemption or other notice or demand whatsoever to Mortgagor, all of which are hereby expressly waived, and without advertisement, sell at public or private sale or othenvise realize upon, the whole or, from time to time, any part of the Mortgaged Property. If notice of any sale or other disposition is required by law to be given, Mortgagor hereby agrees that a notice sent at least ten (10) days before the time of any intended de-registration and export of the Mortgaged Property or intended public sale or after which any private sale or other disposition of the Mortgaged Property is to be made shall be reasonable notice of such sale or other disposition. Whenever Lender shall demand possession of any of the Mortgaged Property pursuant to this Article IV, Mortgagor, at its own cost and expense, shall deliver, or cause to be delivered, such Mortgaged Property without risk or expense to Lender, to such airport or airports in the United States of America, as shall be designated by Lender or such other place as may be mutually agreed upon by Mortgagor and Lender. In addition, Mortgagor shall provide, without expense to Lender, storage facilities for such Mortgaged Property. At the request of Lender, Mortgagor shall promptly execute and deliver to Lender such instruments or other documents as Lender may deem necessary or advisable to enable Lender or an agent or representative designated by Lender, at such time or times and place or places as Lender may specify, to obtain possession of all or any part of the Mortgaged Property; (ii) Lender, either after entry or without entry, may proceed by suit or suits, at law or in equity, to foreclose this Mortgage and to sell all or, from time to time, any part of the Mortgaged Property under the judgment or decree of a court of competent jurisdiction; 2107340 16 SDNY_GM_02758550 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245472 EFTA01329935 SDNY_GM_02758551 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245473 EFTA01329936 (iii) Lender may procure the de-registration of the Mortgaged Property whether by utilizing the IDERA or otherwise; (iv) Lender may procure the export and shipment transfer of the Mortgaged Property from the territory in which it is situated; (v) Lender may take legal proceedings for the appointment of a receiver or receivers (to which Lender shall be entitled as a matter of right) to take possession of the Mortgaged Property pending the sale thereof pursuant either to the power of sale given in this Paragraph 4.2 or to a judgment, order or decree made in any judicial proceeding or the foreclosure or involving the enforcement of this Mortgage; (vi) Lender, either directly or by such agent as it may appoint or by means of a receiver appointed by a court therefor, may enter upon the premises of Mortgagor and any other premises where any of the Mortgaged Property may be located. take immediate possession of the Mortgaged Property and exclude Mortgagor and all other Persons therefrom, using all necessary force so to do; (vii) Lender may appoint a trustee to take title to all or part of the Mortgaged Property on behalf of Lender and to exercise on behalf of Lender any or all of its remedies hereunder, and Mortgagor shall execute and deliver all such instruments and documents as Lender may reasonably request in connection therewith; and (viii) Upon every taking of possession pursuant to this Paragraph 4.2, Lender from time to time may make all such expenditures for maintenance, insurance. repairs, replacements, alterations, additions and improvements to and of the Mortgaged Property as Lender may deem proper. In each such case, Lender shall have the right to hold, use operate, store, lease, control or manage the Mortgaged Property, and to exercise all rights and powers of Mortgagor relating to the Mortgaged Property, as Lender shall deem appropriate, including the right to enter into any and all such agreements with respect to the use, operation. storage, leasing, control or management of any of the Mortgaged Property as Lender may determine. (b) No delay or omission of Lender in the exercise of any right, power, remedy or privilege conferred hereunder shall impair any such right, power, remedy or privilege or be construed to be a waiver of any Default or Event of Default or acquiescence therein; and every right, power and privilege given by this Mortgage to Lender may be exercised from time to time and as often as may be deemed expedient by Lender. No remedy for the enforcement of the rights of Lender shall be exclusive of or dependent on any other such remedy, but any one or more of such remedies from time to time may be exercised independently or in combination. 4.3 Relief Pending Final Determination. Without limiting the generality of Lender's other remedies set forth in this Section 4, in the event Lender adduces evidence of an Event of Default by Mortgagor, Lender may, pending final determination of its claim, obtain from a court speedy (as defined in Article 20 of the Cape Town Treaty) relief in the form of such one or more of the following orders as Lender requests: 2101310 17 SONY_GM_02758552 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245474 EFTA01329937 SDNY_GM_02758553 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245475 EFTA01329938 (a) preservation of die Mortgaged Property and its value; (b) possession, control or custody of the Mortgaged Property; (c) immobilization of the Mortgaged Property; (d) • lease or, except where covered by sub-paragraphs (a) to (c). management of the Mortgaged Property and the income therefrom; and (e)• if at any time •Mortgagor and Lender specifically agree, sale andapplication of proceeds therefrom. Nothing in this Section 4.3 shall limit the availability to Lender of other forms of interim relief. 4.4 Provisions Regarding Sale. Upon any sale of any of the Mortgaged Property. whether made under the power of sale hereby given or under judgment, order or decree in any judicial proceedings, for the foreclosure or involving the enforcement of this Mortgage, to the extent permitted by applicable law: (a) Lender or its representative may bid for and purchase the property being sold and, upon compliance with the terms of sale, may hold, retain and possess and dispose of such property in its absolute right without further accountability, and, in paying the purchase money therefor, may assign to Mortgagor in lieu of cash all or any part of the Note or other Secured Obligations then outstanding or claims for interest thereon, at par, and the Note, in case the portion thereof as assigned shall be less than the amount due thereon, shall be returned to Lender after being appropriately stamped to show partial payment; (b) Lender or its representative may make and deliver to the purchaser or purchasers a good and sufficient deed, bill of sale and instrument of assignment and transfer of the property sold; (c) . Lender or its representative is hereby irrevocably appointed the true and lawful attorney of Mortgagor, in its name and stead, to make all necessary deeds, bills of sale and instruments of assignment and transfer of the property thus sold and to deregister and export the property, and for that purpose it may execute and deliver all necessary deeds, bills of sale and instruments of assignment and transfer, and may substitute one (I) or more Person with like power, Mortgagor hereby ratifying and confirming all that its said attorney, or such substitute or substitutes, shall lawfully do by virtue hereof; but if so requested by Lender or by any purchaser, Mortgagor shall ratify and confirm any such sale or transfer, deregistration or export, by execution and delivering to Lender or to such purchaser all property deeds, bills of sale, instruments of assignment and transfer and releases as may be designated in any such request; (d) All right, title, interest, claim and demand whatsoever, either at law or in equity or otherwise, of Mortgagor of, in and to the property so sold shall be divested. Such sale shall be a perpetual bar both at law and in equity against Mortgagor, its successors and assigns, 2107340 IS SDNY_GM_02758554 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245476 EFTA01329939 SDNY_GM_0275&555 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245477 EFTA01329940 and against any and all Persons claiming or who may claim the property sold or any pan thereof from, through or under Mortgagor, its successor or assigns; (c) The receipt of the proceeds of the sale of the Mortgaged Property by Lender shall be a sufficient discharge to the purchaser or purchasers at such sale for its or their purchase money, and such purchaser or purchasers and its or their assigns or personal representatives after paying such purchase money and receiving such receipt of Lender shall not be obligated to see to the application of such purchase money or be in anyway answerable for any loss, misapplication or non-application thereof; and (t) To the extent it may lawfully do so, Mortgagor agrees that it will not, at any time, insist upon or plead, or in any manner whatsoever claim or take the benefit or advantage of, any appraisement, valuation, stay, extension or redemption laws, or any law permitting it to direct the order in which the Mortgaged Property or any part thereof shall be sold, now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance or enforcement of this Mortgage or the Secured Obligations, and Mortgagor hereby expressly waives all benefit or advantage of any such laws and covenants, and agrees that it will not hinder, delay or impede the execution of any power granted and delegated to Lender in this Mortgage, but will suffer and permit the execution of every such power as though no such laws were in force, except that Mortgagor, in any event, shall have the right, prior to the disposition of any Mortgaged Property or the entering into of a bidding commitment therefor. to obtain the release of such Mortgaged Property from the lien hereof and the return to Mortgagor thereof upon payment of the Secured Obligations in full. 4.5 Application of Monies Received by Lender. If an Event of Default shall have occurred and be continuing, any monies collected pursuant to Article IV or otherwise constituting a part of the Mortgaged Property may be held by Lender as Mortgaged Property or, in the discretion of Lender, applied to the payment of the Secured Obligations. When so applied, such monies shall be applied as follows: FIRST, to the payment of all costs and expenses incurred in connection with the enforcement and collection of this Mortgage, the Agreement or the Note; SECOND, to the payment of all Secured Obligations other than principal of the Note; THIRD, to the payment of the principal of the Note then due and payable; FOURTH, the balance to be held as additional collateral security for all Secured Obligations not then due and payable; and FIFTH, after all Secured Obligations shall have been paid in full, the balance shall be paid to the holders of subsequently ranking interests which have been registered with the International Registry or of which Lender has been given notice; and 2107340 . 19 SDNY_GM_02758556 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245478 EFTA01329941 SDNY_GM_02758557 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245479 EFTA01329942 SIXTH, the balance (if any) to be paid over to Mortgagor. If, after application of all proceeds of the Mortgaged Property, any Secured Obligation shall remain unpaid, Mortgagor shall remain liable thereon for the deficiency, and Lender shall preserve its right to assert claims for the deficiency against Mortgagor under the Agreement and the Note. 4.6 Waiver of Defaults. By written notice to Mortgagor, Lender may waive any default hereunder and its consequences. Upon any such waiver, such default shall cease to exist. and any Default or Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Mortgage; but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon. ARTICLE V - SATISFACTION AND DISCHARGE 5.1 Discharge. When the principal amount of the Note, together with interest thereon and all Secured Obligations shall have been finally and fully paid, then this Mortgage shall terminate and cease to exist. Thereupon Lender shall discharge this Mortgage, release its lien on the Mortgaged Property and discharge its registered international interest from the International Registry and Lender shall execute and deliver to Mortgagor, at Mortgagor's cost and expense, such instruments in writing as may be requested by Mortgagor to evidence such cancellation. discharge and release. ARTICLE VI - MISCELLANEOUS 6.1 Severability. If any provision of this Mortgage shall be invalid, inoperative or unenforceable as applied in any particular case in any jurisdiction or jurisdictions or in all jurisdictions, or in all cases because it conflicts with any other provision or provisions hereof or any constitution or statute or rule of public policy, or for any other reason, such circumstances shall not have the effect of rendering the provision in question inoperative or unenforceable in any other case or circumstance, or of rendering any other provision or provisions hereunder contained invalid, inoperative or unenforceable to any extent whatsoever. The invalidity of any one (I) or more phrases, sentences, clauses, Sections or Articles in this Mortgage shall not affect the remaining portions of this Mortgage or any part hereof. In the event of any conflict between any Cape Town Treaty provision in this Mortgage and any provision in this Mortgage not related to the Cape Town Treaty, the provisions relating to the Cape Town Treaty shall prevail. 6.2 Counterparts. This Mortgage may be executed in several counterparts and by the parties hereto on separate counterparts, each of which shall be an original and all of which together shall constitute but one and the same instrument. 6.3 Amendments. Any amendment hereto shall be in writing and shall be signed by Mortgagor and Lender. 2107140 20 SDNY_GM_02758558 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245480 EFTA01329943 SDNY_GM_0275&559 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245481 EFTA01329944 6.4 Indemnification by Mortgagor; Expenses. (a) Mortgagor shall indemnify, reimburse and hold Lender and its officers, directors, employees and agents harmless from and against any and all claims, demands, causes of action, suits or judgments and any and all costs and expenses of any nature (including, without limitation, reasonable fees and expenses of legal counsel), for or on account of injury to or death of persons (including employees and agents of Mortgagor or Lender), property damage and any other liability which may result from or arise in any manner out of: (i) the ownership, possession, control, management, maintenance, condition, storage, use or operation of all or pan of the Mortgaged Property by Mortgagor or any bailee, transferee or lessee of Mortgagor, or (ii) any failure on the part of Mortgagor to perform or comply with any of the terms hereof (including, without limitation, any failure by Mortgagor to effect or maintain any insurance required to be effected or maintained pursuant to the provisions of Paragraph 3.4 hereof); provided that Mortgagor shall not be required to provide any indemnification if such liability results from Lender's or its officers', directors' employees or agents' own gross negligence or willful misconduct. If Lender shall receive knowledge of any claim or liability hereby indemnified against. Lender shall give prompt notice thereof to Mortgagor; provided, however, Lender's failure to promptly provide any such notice shall not act as a waiver of any of Lender's rights hereunder. The obligation contained in this Paragraph 6.4 shall continue in full force and effect notwithstanding the full payment of the Note and all amounts due under the Agreement or hereunder and notwithstanding the discharge hereof pursuant to Paragraph 5.1 hereof or otherwise. (b) Mortgagor shall be responsible for, and shall pay, all reasonably incurred out of pocket fees and expenses incurred by Lender (including the reasonable fees and expenses of its legal counsel) in connection with the enforcement of, or the exercise of any right or remedy of Lender under, this Mortgage or any amendment or supplement hereto. 6.5 Acknowledgment of Receipt of Copy of Mortgage. Mortgagor hereby acknowledges and certifies that a full, complete, correct and exact copy of this Mortgage has been delivered to and received by Mortgagor on the date of its execution. 6.6 Assignment. This Mortgage may be freely assigned by Lender without the consent of Mortgagor, and Mortgagor shall duly execute an IDERA upon the written request of any assignee. This Mortgage shall inure to the benefit of Lender, its successors in interest and assigns. This Mortgage may not be assigned by Mortgagor without the written consent of Lender. Notwithstanding the foregoing, this Mortgage may not be assigned by Lender to any customer, competitor or affiliate thereof of Mortgagor or its affiliates. 6.7 Notice. Any notice or other communication required or permitted under this Mortgage or necessary or convenient in connection with this Mortgage shall be sent by facsimile to the respective facsimile numbers noted below, and shall be deemed duly given the next 2107340 21 SDNY_GM_02758560 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245482 EFTA01329945 SDNY_GM_0275&561 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245483 EFTA01329946 business day following the date upon which such notice is sent. If not conveniently transmitted by facsimile, notice shall be sent by registered or certified mail, return receipt requested, or by international courier delivery service, and shall be deemed duly given upon actual receipt and shall be addressed as follows: If to Lender: If to Mortgagor: Wells Fargo Equipment Finance, Inc. 733 Marquette Avenue, Suite 700 MAC 749306.070 Minneapolis, Minnesota 55402 Attention: Account Services Facsimile: 866-687-5578 MWB Corporate Services, LLC do McGuire, Wood & Bissette, PA One West Pack Square, Suite 305 Asheville, North Carolina 28801 Attention: Manager Facsimile: 828-252-2438 or to such address or addressee as either party from time to time shall designate by written notice to the other. 6.8 Aoolicable Law. This Mortgage and the Note shall be governed by. and construed in accordance with, the laws of the State of New York; provided, that the parties hereto shall be entitled to all rights conferred by the Federal Aviation Act. Mortgagor hereby irrevocably designates, appoints and empowers CT Corporation System as its authorized agent for service of process in the State of New York in any suit or proceeding with respect to this Mortgage. 210, 34,) (Signatures follow on next pages] 22 SDNY_GM_02758562 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245484 EFTA01329947 SDNY_GM_02758563 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245485 EFTA01329948 IN WITNESS WHEREOF, the panics hereto have caused this Aircraft Mortgage and Security Agreement to be duly executed as of the date and year first above written. MWB CORPORATE SERVICES, LLC STATE or Noriharojim COUNTY OF bUftUrnl.bc SS: By: In said State and County this 21 day of December, 2012, personally appeared Jeffrey 1. Owner, Manager of MWB Corporate Services, LLC, and acknowledged the foregoing document, by him/her subscribed, to be his/her free act and deed and the free act and deed of MWB Corporate Services, LLC. My Commission expires: 2.--17 c. NOTARY ExcarLI.J7 PUBLIC 2107340 IsoN CO“ Before me, St; 0 ilinktARMAlt Notary Public SDNY_GM_02758564 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245486 EFTA01329949 SDNY_GM_02758565 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245487 EFTA01329950 IN WITNESS WHEREOF, the parties hereto have caused this Aircraft Mortgage and Security Agreement to be duly executed as of the date and year first above written. WELLS FARGQEQUIP,J4ENT FINANCE, INC. STATE OF Wor-ih Co co SS: By: Name: Title: David J. Kuhn Vice Preciderd COUNTY OF (he,..k/eni. ury ) In said State and County this 2/5i• day of December, 2012, personally appeared Vaujl 37 kc,A, and acknowledged the foregoing document, by him/her subscribed, to be his/her free act and deed and the free act and deed of Wells Fargo Equipment Finance, Inc. Before me, My Commission expires: - ifil 2107110 Notary Public SDNY_GM_02758566 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245488 EFTA01329951 SDNY_GM_02758567 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245489 EFTA01329952 ANNEX I IRREVOCABLE I)E•REGISTRATION AND EXPORT REQUEST AUTHORIZATION 71O7340 SDNY_GM_0275&568 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245490 EFTA01329953 SDNY_GM_02758569 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245491 EFTA01329954 IRREVOCABLE DE-REGISTRATION AND EXPORT REQUEST AUTHORIZATION* December ,27 . 2012 To: United States Federal Aviation Administration Re: Irrevocable De-Registration and Export Request Authorization The undersigned is the registered owner of one (I) Raytheon Aircraft Company model 400A aircraft (described on the International Registry drop-down menu as RAYTHEON AIRCRAFT COMPANY model 400A), bearing manufacturer's serial number RK-260, and United States Registration number N787TA, together with two (2) Williams International Company LLC model F144.3AP aircraft engines (described on the International Registry drop-down menu as WILLIAMS INTERNATIONAL CO LLC model FJ44-3AP), bearing manufacturers serial numbers 252745 and 252746 (together with all installed, incorporated or attached accessories, pasts and equipment, the "aircraft"). This instrument is an irrevocable dc-registration and export request authorization issued by the undersigned in favor of Wells Fargo Equipment Finance, Inc. (the "authorized party") under the authority of Article XIII of the Protocol to the Convention on International Interests in Mobile Equipment on Matters specific to Aircraft Equipment. In accordance with that Article, the undersigned hereby requests: (I) recognition that the authorized party or the person it certifies as its designee is the sole person entitled to: (a) procure the de-registration of the aircraft from the United States Aircraft Registry maintained by the United States Federal Aviation Administration for the purposes of Chapter III of the Convention on International Civil Aviation, signed at Chicago, on 7 December 1944; and (b) procure the export and physical transfer of the aircraft from the United States of America; and (f) 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. MWB CORPORATE SERVICES, LLC By • This IDERA is linked to and part of that certain Aircraft Mortgage and Security Agreement dated December a1 , 2012, by and between MWB Corporate Services, LLC, and Wells Fargo Equipment Finance. Inc., which is being filed with the Federal Aviation Administration contemporaneously herewith. 2107340 SDNY_GM_02758570 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA (X)245492 EFTA01329955 £ Wd a 333 SDNY_GM_02758571 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245493 EFTA01329956 DOCUMENT LEVEL ANNOTATIONS Orig #1634 rtd to IATS SDNY_GM_02758572 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245494 EFTA01329957 SONY_GM_02758573 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245495 EFTA01329958 FORMAPPROVED OMB No.2i20-0042 LOOTED STATES Of AMERICA DEPARTMENT OP TRANSPORTATION POIONL AMMER Apeamentanoomamem0~/Y NUTRAINICAL <WIN AIRCRAFT REGISTRATION - APPLICATOR • V CERT:ISSUE DATE i redirmaNKITS2WER N —61 Tri EUNUFACIIAIER A M or) Hag-it- tkOnft C , R ;Kt: 71ot) FOR FAA USE ONLY TYPE W FCGISTRRRON Peck Om boa) I: 01. Individtel 02. dartnenlip I .T. Comoratim 0 4. CO-Owner 05 Govenunatal l , 0 S. No,.Cd)an Cap:calico 0 9. NCO-C4INn COrporatim Co-Owner . NAME OR APRJCANT IPTINORTI shown on mance •• oarentioNnOlaieuE. gin tam name. Int name. N memo death • in t 0 c6 0.5)TCYCLk SCY‘11(fS U.. , TELEPHONE NORDIN I I ApOlitSS .9chnersnl main; SIN to. rot amphora akV) Ol PO Box o um& muscat often n' inn al sO tw shown) I CAO and onset ALl42-±tailltactc_ ftstal Poi* PO Boa. CITY a9 MA " VC STATE ) \\C ZIP CODE Zatol 0 CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Read the following statement before signing this aPPilsfition• This portion MUST be completed. A Tem TT' MINT0•0&wow fly exostox in Rs appluMn Noy to echoes Ice pormArnera by An. anake roe wait NS. Cola. To. It Sc ICON • CERTIFICATION UAW CERTIFY. II) mat be man aircraft is owned Dy Ow undenChed 4004cout oho et A 66240 hidoOnOCcepOshOwil of ow Uneeo States Pot amp rut. dm NM* ef metro Aar. CHEW ONE AS APPOOPRATE a. A ntoOsal Won. Mm Yea %SUMO, IT am 14 S I ow Peon 1.551) hb b. Anon-Quoin corporal*, orgended ass doing Minna WOW the leas Of (stale and sad Nine, is INNS and premetc udO to me tared States Attach or noc inn re e. ler FsPecoOn at DS DWI Me Total' t *a eV ROSIN, WNW Plato NW, Ionian comity. and I3) That WO evidence of ovewniso b Enacted a ITN OW IWO with Ma FOOS& Atial wet Atienhloirolisw NOTE: V executed low cOmwnershm ern apc•Canis must sir. Use reverse sod. • necessary. TYPE OR PRINT NAME BELOW SIGNATURE EACH PANT OF THIS APPLICATION MUST BE SIGNED IN INK. zt s • c eitat . . a 4#. 4.%. Trnin 14 p 0 03 er DATE I2-21-Q k fell CWW TIRE DATE STUN ITTLE DATE NM Pendro receot ol be CoMicate at ANNA FloOstratta Rs alfaa mly becorms bra Orb, to in MOM x50 dep. ding "Mb lime to PIV, Copy a INT apOlcaten 'IWO be coieN In Ile Mat AC Rem 0060 4 (KAI RISC DEREDOETTS•9307) Suponetlea ROAR* Eaten SIN Y_GM_02758674 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA 00245496 EFTA01329959 • VPI0HY10 A1.10 Vt10HY1)10 Oh C 1Jd LZ 330 ZUI2 $9 ;1011.Vt1S15311 1O110111V V43 HAM Oalli • SDNYGt.4_02758575 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00245497 EFTA01329960 UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N787TA AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-260 DOES THIS DAY OF ., 2012 HEREBY S i, LL GRANT, TON-SFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: FORM APPROVED OMB NO 2120-0542 Do Not Write In This Block FOR FM USE ONLY PURCHASER NAME AND ADDRESS (IF INDIVIDUAL (S) GIVE LAST NAME, FIRST NAME. AND MIDDLE INITIAL.) MWB CORPORATE SERVICES, LLC 48 PATTON AVENUE ASHEVILLE, NC 28801 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS. ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER. ANO WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS al DAY oFtec .2012. SELLER NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) TITLE (IN INK) (IF EXECUTED FOR I (TYPED OR PRINTED) CO-OWNERSHP, AU. MUST SIGN.) NEXTANT AEROSPACE, LLC ...---e. - - MICHAEL ROSSI MANAGER Sh.00 123821550383 12/27/2012 ACKNOWLEDGEMENT INOT REQUIRED FOR PURPOSES OF FM RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (1/09) (NSN 0052-00-629-0003) Supersedes Previous Edition 'Aircraft used hereini..htnre the rriffreme described below and the I4t Maul!. tour FX-I-N-51W arcral engnesMIli manufacturers Serial numbers r AQ- -145 Ac501'4 Md 4) SDNY_GM_02758.576 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 0 S 0 8 C O O "0 11 EFTA_00245498 EFTA01329961 vawrimo Oh £ Lid LZ 3.11 ZIOZ es i!,;:.......:!..slan.:IP:1;02W t'..? UV. ::•rdA SDNY_GM_02758577 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245499 EFTA01329962 UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N787TA AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-260 DOES THIS 99TH DAY OF Dm, ., 2012 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE. AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: FORM APPROVED OMB NO 2120-0342 Do Not MO In This Block FOR FM USE ONLY PURCHASER NAME AND ADDRESS (IF I NOMDUAL (S). GIVE LAST NAME. FIRST NAME. AND MIDDLE IMTIAL ) NEXTANT AEROSPACE, LLC 355 RICHMOND ROAD CLEVELAND, OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS. ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS dzi ' IDAY OF spec , 2012. NAME (S) OF SELLER (TYPED OR PRINTED) FLIGHT OPTIONS, LLC SIGNATURE (S) (IN INK) (IF EXECUTED FOR CO-OWNERSHIP, ALL MUST SIGN.) TITLE (TYPED OR PRINTED) VP ADMINISTRATION MICHAEL METERA & CONTRACTS ACKNOW EDGEMENT (NOT REQUIRED FOR PURPOSES OF FM RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Eon', 8050-2 (t/09) (NSN 0052-00-629-0003) Supersedes Previous Edition Mircraft used herein shell • the *frame described bdow and the TtE katlitaltrat tn ir timte: - Send enerras Wet menufatturef s serial numbers and SDNY_GM_02758578 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 8 a 3 C 3 c_ 0 0 "0 EFTA_00245500 EFTA01329963 vra;:v-i):o Ai:o APlo:irm 6C E Lid LZ 311 212 SONY_GM_02758579 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245501 EFTA01329964 U.S. DEPARTMENT OF TRANSPORTATION • FEDERAL AVIATION ADMINISTRATION FORM APPROVED Ora NO. Maw MRS FORM SERVES TWO PURPOSES PART I acknowledge the reccedfa of a security conveyance cone* the collated sham PART Il is a suggested form of Mime which ray be ad to release the collMaal from the tams ti the moveyence. . PART I CONVEYANCE RECORDATION NOTICE NAME (lag caw Anil) OF DERMA ' FLIGHT OPTIONS LEG NAME sad ADDRESS OP SECURED PARTY/ASSIGNEE THE PRIVATEBANK AND TRUST CO. As A &tin -- 1100 SUPERIOR AVE STE 1325 CLEVELAND-OH 44114 • lileelelirlerellenileheirlirel NAME OF SECURED PARTY'S ASSIGNOR (if signed) ' DeNanaave mow mea FOR IAA USEONLY THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE NISITA RIC-260 RAYTHEON AIRCRAFT COMPA 400A N N N P&W C 1Ti 5D-5 PCE-1A0237 P&W C JTISD-5 PCE-1A0291 THE SECURITY CONVEYANCE DATED NOVEMBER 30. 2010 COVERING THE ABOVE COLLATERAL WAS RECORDED BY THE CIVIL AVIATION REOISTRY ON Dee 28. 2010 AS CONVEYANCE NUMBER NE003112 iSk041,ea(sitliA04.44) NANCY BROWN. [mu. Daravmsurs EXAMINER PART II - RELEASE • Otis suggested masa form may te exectlaS by the wad patty ea returned to the Crud Aviation Registry when seam of the ea ieserme have been setisfnul. Sat blow Ax Winona inferierhoo.) THE UNDERSIGNED HEREBY CERTIFIES AND ACXNOWLEDOES THAT EVIDENCE OF INDEBTEDNESS SECURED BY THE CONVEYANCE REFERRED ME SAME COLLATERAL IS HERESY RELEASED FROM THE TERM THE CONVEYANCE IS HEREBY SOLD, GRAPHED TRANSFUSED, AND THE ASSIGNEE OF SAID PARTY IF THE CONVEYANCE SHALL HAVE NOR DRIED BY REASON OF EXECS/HON OR DELIVERY OP THE THEY An THE TRUE AND LAWFUL HOLDER OF THE NOTE OR OTHER TO HEREIN ON THE ABOVE DESCRIBED COLLATERAL AND THAT OF THE CONVEYANCE ANY 7TTLE RETAINED IN THE COLLATERAL BY ASSIGNED TO THE PARTY WHO EXECUTED THE CONVEYANCE, OR TO BEEN ASSIGNED: PROVIDED. MAT NO EXPRESS WARRANTY LS GIVEN RELEASE. DAM OF RELEASE: December 27, 2012 This form is oaly intended to be s engaged form of relent. which meet the recording requirements oft. Federal Mistime An of sm. sad the regolalioes issued themoder. In eddilion m them rergairements, the form used by the parity hake should be drilled in eccosdeace with the puthuot provision of local strata sad other applicable fedael sterna. This fan may be roprodoccd. That is no fee fix recording • masa Send to Aircraft Roansnos Bread; P.O. Box 25504. Cahom City. OtIshome 73125. The PrivateBank and Bt Company, as Agent ( 4 holds.) SIGNATURE Ors Ink) ert H. Walker TITLE: nnnging ^ixontnr (A pence signing for a eorporwioa ®a be e corporate am or hold a namagnial parka ad men Ave cis title Apace limas kw sneer Mate it. ptt 47 fied 49 of the Federal Aviation ItiVikliCat (14 CFR)M AtINOWLEDGMENT (If Naked By Amiable Laid tat AC lam 1010.41 man De SDNY_GM_02758580 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 0 0 0 8 0 8 a 0 a Tl O EFTA_00245502 EFTA01329965 VI1C101;l0 All0 V!':0;4'./NO 8C C bid L3 030 Ziel O3 1.12 ;:11/.1 0114 SDNY_GM_02758581 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245503 EFTA01329966 DOCUMENT LEVEL ANNOTATIONS See Recorded Conveyance NB003112 doc id 1069 SDNY_GM_02758582 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245504 EFTA01329967 SDNY_GM_02758583 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245505 EFTA01329968 , Case 1:10-cv-00069-C Document 126 Filed 11/17/11 Page 1 of 7 PagelD 1327 CERTIFIED COPY TO BE RECORDED BY FM 0 it1 IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF TEXAS ABILENE DIVISION 0 • g JNV AVIATION, LLC, ) ) Plaintiff, ) ) a vs. ) CASE NO.: 1:10-cv-00069-C 0 ) FLIGHT OPTIONS, LLC, ) ) k*J Defendant. ) AMENDED ORDER The Court having considered the parties' Amended Joint Motion to Release Writ of Prejudgment Attachment and to Release $5,000 Bond, filed November 16, 2011, is of the opinion that the same should be GRANTED. This Court hereby: (A) Releases and terminates the (i) Writ of Attachment, dated April 7, 2010 (the "Writ of Attachment"), originally entered by the Clerk of the 259th Judicial District Court of Shackelford County, Texas (the "Texas Court") in Cause No. 2010-026 and (ii) the Order Granting Motion for Prejudgment Writ of Attachment, dated April 6, 2010 (the "Writ Order"), issued by the Texas Court, which Writ of Attachment and Writ Order and certain other documents were recorded by the Federal Aviation Administration Aircraft Registry as one document on May 5, 2010, as Conveyance Number SF003873 (collectively the "Writ") and copies of which are attached hereto as Exhibit A, and (B) Releases all property (including but not limited to any aircraft and aircraft engines described therein) from the terms of the Writ. (C) Nothing herein shall serve to release the Surety Bond (Dkt. #35) in the penal sum of $910,000.00 (filed by Flight Options on August 9, 2010) which is and shall continue to serve as 1 Certified a true copy of an Instrument on file in my office on _ Clerk, U.S. District Court, Northern District of Texas BY Mium...qt.__ Deputy tic. SDNY_GM_02758584 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245506 EFTA01329969 11,10HVINO All0 VHOHV1)10 6£ £ lJd 62 II0N not Inammlant ns to loos owl s beilihs0 no °sills xm ni all no ,two313Mei0 .2.0 dill tO cowl' lo 13iti2ia modno14/ xluqa0 xa 88 VVJ HUM and SDNY_GM_02758585 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245507 EFTA01329970 Case 1:10-cv-00069-C Document 126 Filed 11/17/11 Page 2 of 7 PagelD 1328 the supersedeas bond and as security for the Judgment (Dkt #112) in connection with the pending appeal (Dkl. #120). The Court further orders the Clerk for the Texas Court to release to Plaintiff JNV Aviation, LLC the $5,000 bond filed by JNV Aviation, LLC in that action as security to obtain the writ. SO ORDERED. Dated November /7, 2011. 2 SDNY_GM_02758586 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245508 EFTA01329971 SDNY_GM_02758587 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245509 EFTA01329972 , Case 1:10-cv-00069-C Document 126 Filed 11/17/11 Page 3 of 7 PagelD 1329 From: 4058812850 Pape 217 Date 11/152011 1.49:15 PM CAUSE NO. ZOIO •- J 24,• • INV AVIATION. LLC § IN TEE DISTRICT COURT OF vs. § SHACKELFORD COUNTY, TEXAS FLIGHT OPTIONS, tic § 259" JUDICIAL DISTRICT WRIT OFAITACW&EPIT 101041010498 3240.00 04/14r201D The State of Texas To the Sheriff or aoy Constable of any County of tbe State of Tams, greeting: We command you that you attach forthwith so much of the property of Flight Options, LLC, as shall be of value sufficient to make the sum of $900,000, and the probable costs of suit:, to mist}, the demand of NV Aviation, LLC, Including, but not Sited to, any rights Plight Options, LLS has in the aircraft described as follows: N746TA Beech Model 400A, Serial Number RX-146, with 2 Pratt & Whitney Canada Trip engines, serial numbers PCP-JA0059 and PCEJ A0060 N852LX Raytheon Aircraft Company Model Hawker sow, Serial Number 258397, with 2 Oarrat 772731-5BR engines, serial numbers P107298 and P-107317 N807LX Raytheon Aircraft Company Model Hawker SOOXP, Serial Number 258413, with 2 Honeywell TFE731.5BR engines, serial numbers 2-107356 and 2407370 N700LX Cessna Model 750, Serial Number 750-0038, with 2 Rolls Royce AE3007C engines, serial numbers CAR330084 and CAB330071 N482LX Raytheon Aircraft Company Model 400A, Serial Number RK4 1 3, with 2 Pratt & Whitney Canada 1T1 5D engines, serial numbers PCEIA0612 and PCE-M0613 N406LX Hach Model 400A, Said Noels RK-178, with 2 Pratt & Whitney Canada JIM-5 engines, serial numbers FCRIA0125 and PCB1A0124 CWDOCS 652296v1 EXHIBR A SDNY_GM_02758588 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245510 EFTA01329973 SDNY_GM_02758589 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0024551 I EFTA01329974 . Case 1:10-cv-00069-C Document 126 Filed 11/17/11 Page 4 of 7 PagelD 1330 FIOT 4058812658 Page 3)7 Date: M/15/2011 1:49A5 PM N417WC RaytherM Aircraft Company Model 400A. Serial Number RK230, with 2 Pratt & Whitney Canada /T1513-5 engines, serial numbers PCP-1A0228 and PCB-140227 114591-3( Raytheon Aircraft Company Model 400A, Serial Number RK365, with 2 Pratt & Whitney Canada rnm-s engines, serial sambas PCB-)A0511 and PCB-/A0510 N443LX Raytheon Aircraft Company Model 400A, Serial Number RK237, with 2 Pratt & Whitney Canada 11-15D-5 engines, serial numbers PCB-/A0243 and PCE-1A0240 N493CW Beech Model 400A, Serial Number RX-93, with 2 Pratt & Whitney 1115D-5 engines, serial numbers PCE100364 and PCB100365 N704LX Cessna Model 750, Serial Number 750.0091, with 2 Rolls Royce AE3007C engines, serial numbers CAE-330199 and CAE-330196 N705rfA Beech Model 400A, Serial Number RK-180, with 2 Pratt & Whitney Canada IT I 5D-5 engines, serial numbers PCE-/A0129 and PCEM0128 N787T A, Raytheon Aitcraft Company Model 400A, Serial Number. RIC 260, with 2 Pratt & Whitney IT1513-5 engines, serial numbers PCE1A0287 and PCE-1A0291 N904LX Embraer Model EbfB-135EJ, Serial Number 145780, with 2 Rolls Royce AE3007A1E engines, serial numbers CAE312547 and CAE3i2590 N8401. Raytheon Aircraft Company Model Hawker 800X3', Serial • Number 258648, with 2 Honeywell ralcsua00041, Inc- TrE131-5BR engines, serial numbers P-107850 and P-107849 N418LX Raytheon Aircraft Company Model 4004 Serial Number RIC 234, with Pntt & Whitney Tr151:0-5 engines, Serial Numbers PCB- /40238 and PCE-1A0434 and that you keep and secure in your hands the property so attached. unless tellluvicd, that the same may be Habit to further proceedings thereon to be had before our court in Albany, Term, County of Shackelford. You will true return make of this writ on or before 10 a. m. of Monday, the 26" day of April, 2010, showing how you have executed the same 2 CWDOCC 652296111 SDNY_GM_02758590 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245512 EFTA01329975 SDNY_GM_02758591 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245513 EFTA01329976 . Case 1:10-cv-00069-C Document 126 Filed 11/17/11 Page 5 of 7 PagelD 1331 Rom. 1058812658 Pact 4I7 W8.11115/7011 I 49.15 PM Given under my hand and sal of office on April A 2010 7 70-1 District Cler4gy,9 Shackelford County, Texas Copies of the Application, Affidavit, Order and Notice are attached. 3 CWOCC8 6522960 SDNY_GM_02758592 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 00245514 EFTA01329977 SDNY_GM_02758593 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245515 EFTA01329978 . . Case 1:10-cv-00069-C Document 126 Filed 11/17/11 Page 6 of 7 PagelD 1332 From. 4058812658 Page. en Date: 111152011 1:4918 PM CAUSE NO. 01010 -001(. INV AVIATION, LLC vs. FLIGHT OPTIONS, LLC IN THE DISTRICT COURT OF SHACICELFORD COUNTY, TEXAS 259" JUDICIAL DISTRICT ORDER GRANTING MOTION FOR FREirkgMENT WRIT OF ATTACHMENT The matter now before the Court is Plaintiff INV Aviation, ats (INV") Ex Parte Motion for Prejudgment Writ of Attachment (the 'Motion"). The Court, having reviewed the Motion and attached exhibits, and for good cause sheen; hereby grams NV's Motion. The Court finds that (I) the defendant is justly indebted to the plaint4 (2) the attachment is not sought for the purpose of injuring or harassing the defendem; (3) the plaintiff will probably lose his debt unless the writ of attachment Is issued; and (4) that the defendant is a foreign corporation. The Court further finds, pursuant to TeL R. Civ. P. 592a, that a bond in the amount of SSOCO would provide adequate security to Defendant Flight Options, LLC should it later be detemained JNY wrongtbIly sued out the writ of attachment. The Court further finds that the amount of bond required of Defltndant Flight Options, LW to replevy shall be 5910,000.00, which is the amount of Plaintiffs claim, one yeses accrual of interest and the estimated costs of court. FILED APR 06 2010 € sc. sit, CATHEY LEE COUNTY & DISTRICT CLERK SHACKELFORD COUNTY, TX Ce4D0023 652293v1 DEPUTY SDNY_GM_02758594 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002455 I 6 EFTA01329979 SDNY_GM_02758595 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245517 EFTA01329980 Case 1:10-cv-00069-C Document 126 Filed 11/17/11 Page 7 of 7 PagelD 1333 From: 4050812658 Pape: 7(7 ORM: 11/15/2011 1:49,18 PM IT IS THEREFORE ORDERED, ADJUDGED, AND DECREED that, upon filing of a bond in the amount of S Voo by INV, the Clerk of the District Court shall issue a Writ of Attachment directing the sheriff of any county in this State to attach property, real and personal, of Flight Options, LLC to will be sufficient to satisfy a total amount of $900,000.00, and it is ordered the attached property be kept safe and preserved subject to &Inks orders of the court Said attachment shall include, but not be limited to, aircraft with tail numbers: N746TA, N852LX, N807LX, NIOOLX, N482LX, N406LX, N4171X, N459LX, N443LX, N493CW,N704LX, N709TA, N787TA, N9O4LX, N848FL and N4113LX IT IS SO ORDERED. Date t‘oril 6.2010 2 OWDCCS 6522t1.1 SDNY_GM_02758596 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245518 EFTA01329981 YWOHV1NO AlIO Vil0HVI90 SC C Lid 6Z RCN HO? 218 tiOlIVHISIO3d IntiOHIV VV4 HIIM 03113 SDNY_GM_02758597 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245519 EFTA01329982 DOCUMENT LEVEL ANNOTATIONS DOC ID 4461 FFR 11/30/11 RETD M&T SEE SF003873 DOC 3421 SDNY_GM_02758598 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245520 EFTA01329983 SDNY_GM_02758599 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 0024552! EFTA01329984 AC Form 8050-1A (03/11) OMB Ores Mete 2i20.0729 Even 2/290012 Paperwork Reduction Act Statement: The ir'ormaear collocum on this `arm ts recossary to obtain arcral re•registrabon. We estimate that it ell take approximately 30 rreNAes to compete me form. Please role that any agency may not conclact or ammo', and a person is not (soured to ',Speed to. a COleCten Of inrcvmanon unless a defFaYS a valid OMB control number. Fenn Approved. OMB No. 21204729 'Comma corcemirg the acanacy of the median and suggestrons la mcUcirg the burden *cute be deeded to the FAA at: 800 Independence Avenue SW. Washirgton. DC 20591. ATTN: Infommtica Co-Maim Clearance Cancer. AES.200" DEPARTMENT OF TRANSPORTATION-FEDERAL AVIATION ADMINISTRATION AIRCRAFT RE-REGISTRATION APPLICATION FAILURE 70 RE-REGISTER WAL RESULT MI CANCELLATION OF REGISTRATOL ANO REGISTRATIONNUMBER ASSIGNMENT (See 14 C F.R. if 47.15(1). 47.40 end 47.4/1 AIRCRAFT REGISTRATION NUMBER N 787TA SERIAL NUMBER RK-260 MANUFACTURER RAYTHEON AIRCRAFT COMPANY MODEL 400A DATE OF ISSUANCE DATE OF EXPIRATION 05112/2011 05/31/2014 TYPE OF REGISTRATION CORPORATION NAME AND MAIUNG ADDRESS OF REGISTERED OWNER (11 Individual, give last name, first name and middle WINO (Ormyf 1) FLIGHT OPTIONS TLC INFORMATION FOR COMPLETION Addrional information may be Waned at ma web page tottolfroalstry faa novaenewreolstrallosor by phone at 866.762.9434 Aircraft Registration Information rmy be reviewed at -- jfituffrealstrofaa novraircraftinouirs Please pay fees sith a check or money order payable to We Federal Afeatcn Administration. Signature Requirements for Listed Registration Types: • individual owner must sign. • Partnerstip a general partner musi sign. • Corporation a corparate offozer or managing official must sign • Limited Liability Co a member. manager. or oNser *No is authorized to manage the LLC must sign. • Co-owner each co-owner must sign. contmuing as necessary. on page number two. Govemmem any authonzed person may sign. Note: MI signatures must be In Ink. (Owner 2) Nola: Enter any elditIonal owner names on page two of this document (Add„ ) CA) FLIGHT CPTIONS LLC (Address) 26100CURTISS-WRIGHT PARKWAY City RICHMOND HEIGHTS State at ZIP 4414E country UNITED STATES PHYSICAL ADDRESS (REQUIRED WHEN MAILING ACORESS ISA P.O. BOX OR MAIL DROP) (Address) (Address) City State Zip Country TO RE-REGISTER AIRCRAFT: REVIEW REGISTRATION INFORMATION. ENTER CORRECTIONS IN BLANKS PROVIDED. CHECK APPLICABLE BLOCK BELOW. SIGN. DATE. & MAIL WITH THE $5 FEE. To: The FM Aircraft Registration Branch. PO Box 25504. Mahone City, OK, 73125-0504. QI (WE) CERTIFY THE: NAME(S) AND MAILING ADDRESS SHOWN ABOVE FOR THE OWNER(S) OF THIS AIRCRAFT ARE CORRECT. OWNERSHIP MEETS CITIZENSHIP REOUREMENTS OF 14 CFR §47.3, AIRCRAFT IS NOT REGISTERED UNGER THE LAWS OF ANY FOREIGN COUNTRY. OUPDATE THE MAILING / PHYSICAL ADDRESS AS SHOWN BELOW. I (WE) CERTIFY THE NAME(S) SHOWN ABOVE FOR THE OWNER(S) OF THIS AIRCRAFT IS CORRECT. OWNERSHIP MEETS THE CITIZENSHIP REQUIREMENTS OF 14 CFR147.3. AIRCRAFT IS NOT REGISTERED UNDER THE LAWS OF ANY FOREIGN COUNTRY. MAILING ADDRESS TO CANCEL THE REGISTRATION FOR THIS AIRCRAFT: THE LAST REGISTERED OWNER MUST: MARK THE APPLICABLE BLOCK(S). COMPLETE. SIGN. DATE 8 Mail with any foes to: The FAA Aircraft Registration Branch, PO Box 25504. Oklahoma City, OK, 73125-0504. CANCELLATION OF REGISTRATION IS REQUESTED FOR THE REASON MARKED BELOW. El 1. THE AIRCRAFT WAS SOLD TO: (Show purchaser's name and address) MI 2. THE AIRCRAFT IS DESTROYED OR SCRAPPED. 3. THE AIRCRAFT WAS EXPORTED TO: PHYSICAL ADDRESS: COMPLETE IF PHYSICAL ADDRESS HAS CHANGED. OR NEW MAILING ADDRESS IS A PO BOX OR MAIL DROP. 4. OTHER. Specify UPON CANCELLATION, PLEASE RESERVE THE N.NUMBER IN OWNERS' NAME. The $10 check a money order for the Nnumber reservation fee is enclosed. SIGNATURE OF OWNER I Electroncary Corned by Roomier Dann PRINTED NAME OF SIGNER TITLE DATE 5/12/2011 SIGNATURE OF OWNER 2 PRINTED NAME Of SIGNER TITLE DATE Fee paid: 55 (2011 0 51 20'75824 0721NA) SDNY_GM_02 758600 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245522 EFTA01329985 SDNY_GM_02758601 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245523 EFTA01329986 OW 8 Conral Number 2120-O729 Eons 249.2012 Note: Twelve (12) owner names may be entered on this page. II you require more, enter the first 12 names and then print this page by pressing the 'Print Page Z 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 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 TITLE: AC Form 8050-1A (03111) REF NNUM: 787TA SDNY_GM_02 758602 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245524 EFTA01329987 SDNY_GM_02758603 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245525 EFTA01329988 U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION CROSS-REFERENCE-RECORDATION ECORDED CONVEYANCE FILED IN: NUM: MTh SERIAL NUM: RE-260 MIR: RAYTHEON AIRCRAFT COMPANY IODEL: 400A AIR CARRIER: This form is to be used in cases where a conve)ance cones several aircraft and engines, propellers, or locations. File original of this form with the recorded conveyance and a copy in each aircraft folder involved. TYPE OF CONVEYANCE SECURITY AGREEMENT DATE EXECUTED NOVEMBER 30, 2010 FROM FLIGHT OPTIONS LLC DOCUMENT NO. NB003 112 TO OR ASSIGNED TO PRIVATEBANK AND TRUST CO DATE RECORDED DEC 28, 2010 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: Total Aircraft: i Total Engine:: 2 Total Props: Total Spare Pans: N787TA P&W C JTI 5D-5 PCE-3A0287 P&W C 1115D-5 PCE-JA029I SYS-750-23R (0S,09) SDNY_GM_02 758804 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245526 EFTA01329989 SDNY_GM_02758605 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245527 EFTA01329990 DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION FAA AIRCRAFT REGISTRY • P. O. Box 25504 Oklahoma City, Oklahoma 73125 NAME & ADDRESS OF DEBTOR Flight Options, LLC 26180 Curtiss-Wright Parkway Cleveland, Ohio 44143 NAME AND ADDRESS OF SECURED PARTY/ASSIGNEE The PrivateBank and Trust Company, as Agent 1100 Superior Avenue East Suite 1325 Cleveland, Ohio 44114 NAME OF SECURED PARTY'S ASSIGNOR Date: November 30, 2010 A security interest is hereby granted to the secured party on the following described collateral: Complete description of collateral being mortgaged: AIRCRAFT (FAA registration number, manufacturer, model, and serial number): Raytheon Aircraft Company N787TA, 1999 ' 400A, serial number RR-260 NOTICE: ENGINES LESS THAN 550 HORSEPOWER AND PROPELLERS NOT CAPABLE OF ABSORBING 750 OR MORE RATED SHAFT HORSEPOWER ARE NOT ELIGIBLE FOR RECORDING. ENGINES (manufacturer, model, and serial number): Engine 1: Pratt & Whitney Canada, model U JT15D-5, serial number PCE-JA0287 Engine 2: Pratt & Whitney Canada, model 14 JT15D-5, serial number PCE-JA0291 PROPELLERS (manufacturer, model, and serial number): N/A SPARE PARTS LOCATIONS (air carrier's name, city, and state): N/A I hereby certify this is a true exact cb of tie orj~Inal. ret__ Tit e Service, Inc. 103341331579 515.00 11/30/2010 SDNY_GM_02758606 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 z O O •3 0 A 8 a a o co D T EFTA 00245528 EFTA01329991 VI10111/1310 ALSO VPiONVUO h£ et bid 0£ RON 0102 88 NOI1Vy15103N IdV808Iii fled KIM 03114 SDNY_GM_02758607 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245529 EFTA01329992 Together with all equipment and accessories attached thereto or used in connection therewith, including engines of 550 or more horsepower, or the equivalent, and propellers capable of absorbing 750 or more rated takeoff shaft horsepower, described above, all of which are included in the term aircraft as used herein. The above described aircraft is hereby mortgaged to the secured party for the purpose of securing in the order named: FIRST: The payment of all indebtedness and other obligations now owing or hereafter incurred by the debtor identified above to the secured party identified above or to any of the lenders from time to time named in the Credit Agreement, as hereinafter defined, (collectively, "Lenders" and, individually, each a "Lender") according to the terms of that certain Credit and Security Agreement dated as of November 30, 2010, as the same may from time to time be amended, restated or otherwise modified (the "Credit Agreement"), any cash management or interest rate protection agreement with a Lender, in each case, whether owing by only the debtor identified above or with one or more others in a several, joint or joint and several capacity, whether owing absolutely or contingently, whether created by note, overdraft, guaranty of payment or other contract or by quasi-contract, or statute or other operation of law, whether incurred directly to the secured party Identified above or a Lender (or any affiliate thereof) or acquired by such secured party or Lender (or any affiliate thereof) by purchase, pledge or otherwise and whether participated in to or from such secured party or Lender (or any affiliate thereof) in whole or in part. SECOND: The prompt and faithful discharge and performance of each agreement of the debtor contained in the Credit Agreement or any other loan document and herein made with or for the benefit of the secured party, for the benefit of the Lenders, in connection with the indebtedness to secure which this instrument is executed, and the repayment of any sums expended or advanced by the secured party for the maintenance or preservation of the property mortgaged herein or in enforcing his rights hereunder. Said debtor hereby declares and hereby warrants to the said secured party that the debtor is the absolute owner of the legal and beneficial title to the said aircraft and in possession thereof, and that the same is free and clear of all liens, encumbrances, and adverse claims whatsoever, except as follows: (None) It is the intention of the parties to deliver this instrument in the state of Ohio Provided, however, that if the debtor, the debtor's successors or the debtor's assigns shall pay said indebtedness and interest thereon in accordance with the terms of the Credit Agreement, any additional commitments to lend under the Credit Agreement have been terminated, and debtor shall keep and perform all and singular terms, covenants, and agreements in this Aircraft Security Agreement, then this Aircraft Security Agreement shall be null and void. It is hereby agreed that, if default be made In the payment of any part of the principal or interest of the indebtedness incurred pursuant to the Credit Agreement secured hereby at the time and in the manner therein specified, or if any breach be made of any obligation or promise of the debtor contained in the Credit Agreement, any other document executed in connection therewith or herewith or security secured hereby, or if any or all of the property covered hereby, be hereafter sold, leased, transferred, mortgaged, or otherwise encumbered without the written consent of the secured party, or in the event of the seizure of the aircraft under execution or other legal process, then the entire amount of the unpaid indebtedness provided for in the Credit Agreement, with the interest accrued thereon, or advanced under the terms of this Aircraft Security Agreement or secured thereby, and the interest thereon, shall immediately become due and payable at the option of the secured party if and as provided by the Credit Agreement. Upon default, secured party, on behalf of the Lenders, may at once proceed to foreclose this mortgage in any manner provided by law, or secured party may at its option, and is hereby empowered so to do, with or without foreclosure action, enter upon the premises where the said aircraft may be and take possession thereof; and remove and sell and dispose of the same at public or private sale, and from the proceeds of such sale retain all costs and charges incurred by secured party in the taking or sale of said aircraft, including any reasonable attorney's fees incurred; also all sums due secured party or any Lender on the Credit Agreement, under any provisions thereof, or advanced under the terms of this Aircraft Security Agreement, or secured hereby, with the interest thereon, and any surplus of such proceeds remaining shall be paid to the debtor, or whoever may be lawfully entitled to receive the same. If a deficiency occurs, the debtor agrees to pay such deficiency forthwith. SDNY_GM_02758608 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245530 EFTA01329993 SDNY_GM_02758609 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245531 EFTA01329994 Said secured party or its agent may bid and purchase at any sale made under this mortgage or herein authorized, or at any sale made upon foreclosure of this Aircraft Security Agreement. 'Remainder of page intentionally left blank.( 11563475.1 SDNY_GM_02758610 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA _00245532 EFTA01329995 SDNY_GM_02758611 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245533 EFTA01329996 In witness whereof, the debtor has executed and delivered this Aircraft Security Agreement, by a representative thereunto duly authorized, on this day and year first above written. NAME OF DEBTOR: Flight Options, LLC SIGNATURE(S) (IN INK) Michael . Rossi Chief Financial Officer Signature Page to Aircraft Security Agreement SDNY_GM_02758612 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245534 EFTA01329997 VHOHV1NO ADO VV1014V1)10 6C et IJd OC noN ow US HOUVIIS103111AVIJOUIV VVA HIMA 031IA SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, SDNY_GM_02758613 and 17 EFTA_00245535 EFTA01329998 DOCUMENT LEVEL ANNOTATIONS ORIG S/A DOC ID 7148 RETD TO IATS SDNY_GM_02758614 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245536 EFTA01329999 SDNY_GM_02758615 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245537 EFTA01330000 co O O RELEASE FO Financing, LLC (the "Secured Party"), as the secured party under the Mortgage(s) (described and defined in Annex I attached hereto), hereby: (i) releases from the terms of the Mortgage(s) all of its right, title and interest in and to the collateral covered thereby (including but not limited to the Airframe and Engines described on Annex I) and (ii) discharges the full international interests created by the Mortgage(s) and represented by the International Registry File Numbers described on Annex I. Dated: Ain/ 30 , 2010 (The remainder of this page is intentionally left blank] • SDNY_GM_02758616 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 C S a a N 11 y T EFTA_00245538 EFTA01330001 Vi4OtiVINO A.1.10 VV1OVIV1NO LZ ZI lild OC RON 0101 118 NOLI.V819103III-MOIOV VVJ H.LIM 03113 SDNY_Mil_02758617 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245539 EFTA01330002 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_02758618 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA _00245540 EFTA01330003 Vil0HTIN0 All0 TW0W/110 12 ZI hid 13C R0N 010Z SO 1101.1n1131028 1O8081V VIA SLIM 3311", SDNY_GM_02758619 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245541 EFTA01330004 Annex I To Release Page 1 Airframe One (I) Raytheon Aircraft Company model 40.6 aircraft bearing manufacturer's serial number RK-260 (described on the International Registry drop down menu as RAYTHEON AIRCRAFT COMPANY model 400A with serial number RK-260) and U.S. Registration No. N787TA En ines Two (2) Pratt & Whitney Canada model JT15D-5 aircraft engines bearing manufacturer's serial numbers PCE-JA0287 and PCE-JA0291 (described on the International Registry drop down menu as PRATT & WHITNEY CANADA model JT15D SERIES with serial numbers JA0287 and JA0291) (which engines are in excess of 550 horsepower or the equivalent). Mortgages Description of Document Date Executed Date Recorded FAA Conveyance Number International Registry File Numbers Aircraft Mortgage and Security Agreement between Flight Options, LLC, as grantor, and FO Financing, LLC, as Mortgagee 12/07/07 01/24/08 1083585 N/A Second Aircraft Mortgage and Security Agreement between Flight Options, LLC, as grantor, and FO Financing, LLC, as Mortgagee 12/07/07 01/24/08 1083586 N/A Aircraft Mortgage and Security Agreement between Flight Options, LLC, as grantor, and FO Financing, LLC, as Mortgagee •• 03/20/09 03/26/09 SS02341 322933 322937 322939 SONY_GM_02 758620 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_00245542 EFTA01330005 SDNYGM02758621 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245543 EFTA01330006 Aircraft Mortgage and 07/27/09 08/11/09 IR003607 347693 Security Agreement 347695 Supplement #1 between 347697 Flight Options, LLC, as grantor, and FO Financing, LLC, as Mortgagee (collectively, the "Mortgages"). SDNY_GM_02758622 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245544 EFTA01330007 VVI0W11)10 AI%0 7K014V1)10 LZ tt hici OE IRON 0101 130 H01081310311 .1.10i0i0V VVJ VIII* (1311.: SDNY_GM_02758623 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 1O, 15, and 17 EFTA 00245545 EFTA01330008 DOCUMENT LEVEL ANNOTATIONS SEE REC CON 1083585 DOC ID C001 PG347 ET AL SDNY_GM_02758624 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245546 EFTA01330009 SONY_GM_02758625 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245547 EFTA01330010 MEMORANDUM TO THE FILE Rick Nix 08/23/2010 ID DATE Notes: The Release dated April 26. 2005. recorded as V006668 on May 6. 2005. was not placed into the Master Registration History of N168%VC. Raytheon Aircraft Company 400A. Serial Number RK-I98. This document was extracted from Doc ID C329 located in Aircraft Registration History of N787TA. Raytheon Aircraft Company. 400A. Serial Number RK-260. creating a nen Doc II) of 1326 ‘‘itli a Doc Date of May 10. 2005. Doc ID 1326 "as then copied to the Master file this date. Rick Nix Research Group FAA Aircraft Registry SDNY_GM_02758626 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245548 EFTA01330011 SDNY_GM_02758627 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245549 EFTA01330012 MEMORANDUM TO THE FILE NW 08/20/2010 ID DATE AIRCRAFT: N DOCUMENT RETURNED August 20, 2010 Date received: 8/16/10 (date) Reason returned: dup cy release 00 8035 rcrd not needed. See recorded cornc,ance # V006668 Doc ID C329 pg. I SDNY_GM_02758628 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245550 EFTA01330013 SDNY_GM_02758629 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245551 EFTA01330014 FAA RELEASE AND DISCLAIMER WHEREAS Flight Options, LLC has filed with the United States District Court for the Northern District of Texas in the case styled as JNV Aviation, LLC v. Flight Options, LLC, Case No. 10-CV-00069-C, a surety bond to protect the plaintiff in said action in said court, the undersigned hereby releases and disclaims all of its right, title and interest in and to the following described properties from the terms of the Writ of Attachment dated April 7, 2010, recorded by the Federal Aviation Administration on May 5, 2010, as Conveyance No. SF003873, to wit: 102241543396 5240.00 08/12/2010 N746TA Beech Model 400A, Serial Number RK-146, with 2 Pratt & Whitney Canada JT15D engines, serial numbers PCE-JA0059 and PCEJA0060 N852LX Raytheon Aircraft Company Model Hawker 800XP, Serial Number 258397, with 2 Garrett TFE731-5BR engines, serial numbers P107298 and P-107317 N807LX Raytheon Aircraft Company Model Hawker 800XP, Serial Number 258413, with 2 Honeywell TFE731-5BR engines, serial numbers P-107356 and P-107370 N700LX Cessna Model 750, Serial Number 750-0038, with 2 Rolls Royce AE3007C engines, serial numbers CAE330084 and CAE33007I N482LX Raytheon Aircraft Company Model 400A, Serial Number RIC413, with 2 Pratt & Whitney Canada IT1 5D engines, serial numbers PCEJA0612 and PCE-JA0613 N406LX Beech Model 400A, Serial Number RK-178, with 2 Pratt & Whitney Canada JT15D-5 engines, serial numbers PCE-JA0125 and PCEJA0124 N417LX Raytheon Aircraft Company Model 400A. Serial Number RK230, with 2 Pratt & Whitney Canada JT15O-5 engines, serial numbers PCE-JA0228 and PCE-1A0227 N459LX Raytheon Aircraft Company Model 400A, Serial Number RK365, with 2 Pratt & Whitney Canada JTI5D-5 engines, serial numbers PCE-JA051 1 and PCE-JA0510 CWDOCS 6649330 SDNY_GM_02758630 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 0 a a O EFTA_00245552 EFTA01330015 \Iwov-Dm _ Ito vtiot ZE ernio C Wd 21. 0101 V tlISII)311 ilV WI 118 VIE 033-liA SDNY_GM_02758631 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245553 EFTA01330016 N443LX Raytheon Aircraft Company Model 400A, Serial Number RK237, with 2 Pratt & Whitney Canada JT15D-5 engines, serial numbers PCE-JA0243 and PCE-JA0240 N493CW Beech Model 400A, Serial Number RK-93, with 2 Pratt & Whitney JT15D-5 engines, serial numbers PCE100364 and PCE100365 N704LX Cessna Model 750, Serial Number 750-0091, with 2 Rolls Royce AE3007C engines, serial numbers CAB-330199 and CAE-330196 N709TA Beech Model 400A, Serial Number RK-180, with 2 Pratt & Whitney Canada JT15D-5 engines, serial numbers PCE-JA0129 and PCEJA0128 N787TA Raytheon Aircraft Company Model 400A, Serial Number RK260, with 2 Pratt & Whitney IT15D-5 engines, serial numbers PCEJA0287 and PCE-JA0291 N904LX Embraer Model EMB-135BJ, Serial Number 145780, with 2 Rolls Royce AE3007A1E engines, serial numbers CAE312547 and CAE3I2590 N848FL Raytheon Aircraft Company Model Hawker 800XP, Serial Number 258648, with 2 Honeywell International, Inc. TFE731-5BR engines, serial numbers P-107850 and P-107849 N418LX Raytheon Aircraft Company Model 400A, Serial Number RK234, with Pratt & Whitney JT15D-5 engines, Serial Numbers PCEJA0238 and PCE-JA0434 Dated this day of August, 2010. JNV AVIATION, By Name: -flu:, 4 A rittr• Itie0.4”- C co oP A VT r$IN Corp. J mo-o-a€A- bb TN V AV ia.4-toix)CAL 2 CWDOCS 664933v1 SDNY_GM_02 758632 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245554 EFTA01330017 Vi4OHV1)10 A LID VWOHVIX0 TC C Lid ZT 908 010? as nouvusioaa liVdDUIV V Vi HIM 03114 SDNY_GM_02758633 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245555 EFTA01330018 DOCUMENT LEVEL ANNOTATIONS SEE RECORDED CONVEYANCE # SF003873 DOC ID 3421 ORIG. # 3832 RET'D TO C&D SDNY_GM_02758634 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245556 EFTA01330019 SONY_GM_02758635 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245557 EFTA01330020 U.S. DEPARTMENT OF TRANSPORTATION FEDERAL. AVIATION ADMINISTRATION CROSS-REFERENCE-RECORDATION RECORDEDCONVEYANCE FILED IN: '4NUM: 746TH 6•ERIAL NUM: RE-146 Wit: BEEC MODEL: 40 H 0A /UR CARRIER: This form is to be used in cases what a conveyance cones several aircraft and engines, propellers, or locations. File original of this foam with the recorded convevance and a copy in each aircraft folder involved, TYPE OF CONVEYANCE WRIT OF ATTACHMENT DATE EXECUTED 4/7/2010 FROM JNV AVIATION LLC DOCUMENT NO. SF003873 TOOK ASSIGNED TO FLIGHT OPTIONS LLC DATE RECORDED MAY 05. 2010 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: Total Aircraft: 16 Total Engine:: Total Props: Total Sparc Parts: N746TA N852LX N807LX N710FL N482LX N406LX N4I7LX N459LX N443LX N493CW N704LX N709TA N787TA N904LX N848FL N4 I8LX tPS-750.23R (02/08) SDNY_GM_02 758638 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245558 EFTA01330021 SDNY_GM_02758637 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245559 EFTA01330022 JNV AVIATION, LLC vs. FLIGHT OPTIONS, LLC The State of Texas CAUSE NO. 7-010 -El 2- co IN THE DISTRICT COURT OF SHACKELFORD COUNTY, TEXAS 259111JUDICIAL DISTRICT WRIT OF ATTACHMENT 101041510498 $240.00 04/14/2010 To the Sheriff or any Constable of any County of the State of Texas, greeting: We command you that you attach forthwith so much of the property of Flight Options, LLC, as shall be of value sufficient to make the sum of $900,000, and the probable costs of suit, to satisfy the demand of JNV Aviation, LLC, including, but not limited to, any rights Flight Options, LLS has in the aircraft described as follows: N746TA Beech Model 400A, Serial Number RK-146, with 2 Pratt & Whitney Canada 31151D engines, serial numbers PCE-JA0059 and PCEJA0060 N852LX Raytheon Aircraft Company Model Hawker 800XP, Serial Number 258397, with 2 Garrett TFE731-5BR engines, serial numbers P107298 and P-107317 N807LX Raytheon Aircraft Company Model Hawker 800XP, Serial Number 258413, with 2 Honeywell TFE731-5BR engines, serial numbers P-107356 and P-107370 N700LX Cessna Model 750, Serial Number 750-0038, with 2 Rolls Royce AE3007C engines, serial numbers CAE330084 and CAE330071 N482LX Raytheon Aircraft Company Model 400A, Serial Number RK413, with 2 Pratt & Whitney Canada IT15D engines, serial numbers PCEJA0612 and PCE-JA0613 N406LX Beech Model 400A, Serial Number RK-178, with 2 Pratt & Whitney Canada JT1513-5 engines, serial numbers PCE-JA0125 and PCEJA0124 CWDOCS 652296v1 ff t PY/ SDNY_GM_02758638 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 0 0 0 0 a 0 8 ix 1:1 EFTA_00245560 EFTA01330023 SDNY_GM_027513639 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245561 EFTA01330024 N417LX Raytheon Aircraft Company Model 400A. Serial Number RK230, with 2 Pratt & Whitney Canada JT15D-5 engines, serial numbers PCE-JA0228 and PCFAA0227 N459LX Raytheon Aircraft Company Model 400A, Serial Number RK365, with 2 Pratt & Whitney Canada JTI5D-5 engines, serial numbers PCE-JA0511 and PCE-JA0510 N443LX Raytheon Aircraft Company Model 400A, Serial Number RK237, with 2 Pratt & Whitney Canada JTI5D-5 engines, serial numbers PCE-JA0243 and PCE-JA0240 N493CW Beech Model 400A, Serial Number RK-93, with 2 Pratt & Whitney JT15D-5 engines, serial numbers PCE100364 and PCE100365 N704LX Cessna Model 750, Serial Number 750-0091, with 2 Rolls Royce AE3007C engines, serial numbers CAE-330199 and CAE-330196 N709TA Beech Model 400A, Serial Number RK-180, with 2 Pratt & Whitney Canada ITI5D-5 engines, serial numbers PCE-JA0129 and PCEJA0128 N787TA Raytheon Aircraft Company Model 400A, Serial Number RIC260, with 2 Pratt & Whitney JTI5D-5 engines, serial numbers PCEJA0287 and PCE-JA0291 N904LX Embraer Model EMB-135B1, Serial Number 145780, with 2 Rolls Royce AE3007A1E engines, serial numbers CAD 12547 and CAE3 12590 N848FL Raytheon Aircraft Company Model Hawker 800XP, Serial Number 258648, with 2 Honeywell International, Inc. TFE731-5BR engines, serial numbers P-107850 and P-107849 N418LX Raytheon Aircraft Company Model 400A, Serial Number RK234, with Pratt & Whitney JT15D-5 engines, Serial Numbers PCEJA0238 and PCE-JA0434 and that you keep and secure in your hands the property so attached, unless replevied, that the same may be liable to further proceedings thereon to be had before our court in Albany, Texas, County of Shackelford. You will true return make of this writ on or before 10 a. m. of Monday, the 26th day of April, 2010, showing how you have executed the same. 2 CWDOCS 652296v1 SDNY_GM_02758640 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245562 EFTA01330025 SDNYGM02758641 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245563 EFTA01330026 Given under my hand and seal of office on April 71 , 2010 District Cler Shackelford County, Texas C Copies of the Application, Affidavit, Order and Notice are attached. 3 CWDOCS 652296vI SDNY GM 02758642 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245564 EFTA01330027 VVI0W/1)10 A113 Vii01O1)10 hT C Lid hT 8dd 016? kid ti011v8151334 .1.31O30131,/ tiV3 111.11A a 11J SDNY_GM_02758643 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245565 EFTA01330028 MAL AVIAtiON. LLC v. FLIGHT OPTIONS, IAL7 C-AtA5C NO. "2-0 I (7-02( 0 TitE .P.L.s_raccr C-0 tA -t- § SUIACKELFORD COUNTY, TEXAS § § 259' JUDICIAL DISTRICT OFFICER'S RETURN FOR sykar OF_ATTACRMENT eft CAME TO HAND at :L3 .m. on the V -' day of Alert I MAC! and executed at 7:06 kM. on the 13th day of April, 2010 at the registered agent of Flight Options, LLC, The Corporation Trust Company, 1209 Orange Street, Wilmington, DE 19801, by serving by certified mail, return receipt requested on the registered agent of Hight Options, LLC above stated; it• efr,hifofints, Lt.G. 44„ The property remains twilaag tuatodyisuflaject to the further order of the court issuing the writ. The distance actually traveled by rice in execution of this process was my fees are S Miles, and ditria?..4/Sc.ate, SfiERIFF-O ONSTABLIE FLED Len 201Oc,5:ex) cATHEy- E COUNT( & 0tSTRLItCT CLERK SHACKELFORD COUNTY -1 SDNY_GM02758644 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245566 EFTA01330029 SDNYGM02758645 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245567 EFTA01330030 CAUSE NO. JNV AVIATION, LLC vs. FLIGHT OPTIONS, LLC z-oio - oz(O IN THE DISTRICT COURT OF SHACKELFORD COUNTY, TEXAS 259TH JUDICIAL DISTRICT DC PARTE MOTION FOR PREJUDGMENT WRIT OF ATTACHMENT AND SUGGESTIONS IN SUPPORT Plaintiff JNV Aviation, LLC ("JNV"), pursuant to Tex. Civ. Prac. & Rem. Code Ann. §§ 61.001 and 61.002, moves for an Order attaching the below described property of Defendant Flight Options, LLC ("Flight Options") in its possession. hi support of this Motion, JNV states as follows: I. JNV has filed a Petition against Flight Options in this Court, seeking damages against Flight Options. All conditions precedent have been performed or have occurred. A true and correct copy ofiNV's Petition against Flight Options is attached hereto as Exhibit A, and the allegations contained therein are incorporated by reference as if fully set forth herein. 2. Tex. Civ. Prac. & Rem. Code Ann. § 61.001 permits attachment where (1) the defendant is justly indebted to the plaintiff, (2) the attachment is not sought for the purpose of injuring or harassing the defendant; (3) the plaintiff will probably lose his debt unless the writ of attachment is issued; and (4) specific grounds for the writ exist under Section 61.002. CWDOCS 6517950 0 6 F20111.0 E‘ DI:ondefr, APR CATHEY LEE COUNTY & DISTRICT CLERK SHACKELFORD COUNTY, TX DEPUTY SDNY_GM_02758646 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245565 EFTA01330031 SDNY GM 02758647 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245569 EFTA01330032 3. Tex. Civ. Prac. & Rem. Code Ann. § 61.002 permits attachment where "the defendant is not a resident of this state or is a foreign corporation or is acting as such." 4. Flight Options is a Delaware limited liability company whose chief office or place of business is outside the State of Texas and is located at 26180 Curtis Wright Parkway, Cleveland, OH 44143. Flight Options entered into a contract with JNV, a resident of Texas, that was to be performed in whole or in part by either party in the state of Texas. Defendant deliberately engaged in significant activities in Texas, partly performable in Shackelford County, Texas where the Plaintiff's principal office is located. The causes of action herein alleged arise from or are connected with Defendant's acts in Texas. The exercise ofjurisdiction by this Court satisfies traditional notions of fair play and substantial justice. See O'Brien v. Lanoar 399 SW2d 340 (Tex. 1996). Attached hereto as Exhibit B is the affidavit of Donald R. Fitzgibbons, Chief Financial Officer ofJNV, confirming pursuant to Tex. Civ. Prac. & Rem. Code Ann. §§ 61.001 and 61.002 that he has good reason to believe, and does believe, in the existence of a cause which, according to Tex. Civ. Prac. & Rem. Code Ann. §§ 61.001 and 61.002, entitles JNV to seek attachment. 5. Upon information and belief, Flight Options owns aircraft with the following tail numbers: a. N746TA b. N85213( c. N807LX d. N700LX e. N482LX f N406LX g. N417LX h. N459LX 2 CWDOCS651795v1 SDNY_GM_02 758648 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245570 EFTA01330033 SONY GM 02758649 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245571 EFTA01330034 i. N443LX j. N493 CW k. N704LX I. N709TA m. N787TA n. N904LX o. N848FL p. N4 I 8LX 6. Each of these aircraft is in Flight Options' possession and is listed in the FAA registry, which maintains and records the ownership of or security interests in these aircraft. 7. INV seeks to attach an interest in these aircraft having a value of $900,000.00. 8. Pursuant to Tex. R. Civ. P. 592a, Ink writ of attachment shall issue until the party applying therefor has filed with the officer authorized to issue such writ a bond payable to the defendant in the amount fixed by the court's order, with sufficient surety or sureties as provided by statute to be approved by such officer, conditioned that the plaintiff will prosecute his suit to effect and pay to the extent of the penal amount of the bond all damages and costs as may be adjudged against him for wrongfully suing out such writ of attachment." Accordingly, JNV requests the Court set a bond in an amount it determines would provide adequate security to Defendant Flight Options should it later be determined INV wrongfully sued out the writ of attachment. JNV stands ready, willing and able to file a bond with the Court. 9. Attached hereto as Exhibit C is a proposed Order granting INV's Motion for Prejudgment Attachment against Flight Options. 10. Attached hereto as Exhibit D is a proposed Writ of Attachment directed to the Sheriff or any Constable of any county in the state of Texas. 3 CWDOCS 651795v1 SDNY_GM_02758650 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245572 EFTA01330035 SONYGM02758651 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245573 EFTA01330036 11. Attached hereto as exhibit F is a proposed Notice directed to Flight Options pursuant to Tex. R. Civ. P. 598a, which notifies Flight Options of its right to file a replevy bond or to request dissolution of the writ. WHEREFORE, for the reasons stated herein as well as the attached Petition, JNV seeks prejudgment attachment against property, real and personal, of Flight Options, said attachment to include the aircraft listed in paragraph 5 above, as will be sufficient to satisfy a total of $900,000.00, and granting such other and further relief that Plaintiff may be entitled to under statutory and common law and as the Court deems just and equitable. Respectfully submitted, LATHROP & GAGE LLP By: Leonard B. Rose TX #785454 2345 Grand Boulevard, Suite 2800 Kansas City, MO 64108 Telephone: (816) 292-2000 Facsimile: (816) 292-2001 Irose®lathropgage.com 4 CV/DOCS 651795O Colton P. State Bar o 0696100 316 S. 2nd reet P. O. Box 2196 Albany, Texas 76430 Tel. (325) 762-2229 Fax (325) 762-2909 copojo@bitstreet.com Attorneys for Plaintiff SDNY_GM_02758652 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245574 EFTA01330037 SDNY_GM_02758653 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245575 EFTA01330038 .. • CAUSE NO. 7' 010 01-4 JNV AVIATION, LLC vs. FLIGHT OPTIONS, LLC IN THE DISTRICT COURT OF SHACKELFORD COUNTY, TEXAS 259111 JUDICIAL DISTRICT PLAINTIFF'S ORIGINAL PETITION Plaintiff JNV Aviation, LLC (hereinafter "JNV") for its cause of action against Defendant states and alleges as follows: PARTIES. JURISDICTION AM) VENUE 1. Plaintiff affirmatively pleads that discovery should be conducted in accordance with a tailored discovery control plan under Civil Procedure Rule 190.4. 2. Plaintiff.INV is a Texas limited liability company whose principal place of business is located in Albany, Texas. 3. Defendant Flight Options, LLC ("Flight Options") is a Delaware limited liability company, which does business in the state of Texas, and whose principal place of business is located at 26180 Curtis Wright Parkway, Cleveland, OH 44143. Flight Options may be served with process through its resident agent The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801. 4. Flight Options entered into a contract with JNV, a resident of Texas, which was to be performed in whole or in part by either party in Texas. Defendant deliberately engaged in significant activities in Texas, partly performable in Shackelford County, Texas where the Plaintiff's principal office is located. The causes of action herein alleged arise from or are connected with Defendant's acts in Texas. The exercise of jurisdiction by this Court satisfies traditional notions of fair play and substantial justice. See O'Brien v. Lanpar 399 SW2d 340 (Tex. 1996). CWDOCS 651795v1 ',,CHTBIT A SDNYGM 02758654 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245576 EFTA01330039 SDNY GM 02758655 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245577 EFTA01330040 5. Venue is proper in this Court pursuant to Bus. & Com. Code 17.56 and/or CPRC 15.002(aX1). FACTS COMMON TO ALL COUNTS 6. On or about April 18, 2002, AVJ Exploration Corp., a Texas corporation, entered into a Purchase Agreement with Flight Options, whereby it purchased an 18.75% undivided interest in a Cessna CitationJet/525 aircraft bearing FAA Registration Number N253CW (hereinafter "N253CW") owned by Flight Options. 7. On or about May I, 2002, AVJ Exploration Corp. entered into a Purchase Agreement with Flight Options, whereby it purchased a 6.25% undivided interest in a Cessna Citation V — 560 aircraft bearing FAA Registration Number N583CW (hereinafter "N583CW") owned by Flight Options. 8. Subsequently, AVJ Exploration Corp. transferred its interests in N253CW and N583CW to JNV, along with its rights under the Purchase Agreements with Flight Options. Flight Options approved this transfer. 9. Pursuant to the terms of the Purchase Agreements, JNV's interests in the aircraft could be, and were, periodically exchanged for comparable interests in similar aircraft 10. Due to various exchanges as allowed by the Purchase Agreements, JNV currently owns intcrests in the aircraft with the following tail numbers (the "Aircraft"): a. N413LX b. N448LX 11. Both of the Purchase Agreements contain provisions allowing Flight Options to terminate, after 60 months, the aircraft ownership program which involves aircraft of the same make and model as the aircraft in which JNV owned interests. Upon CWDOCS 651795v1 SDNY_GM_02758656 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245578 EFTA01330041 SDNYGM02758657 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245579 EFTA01330042 such an occurrence, Flight Options would have the option to repurchase JNV's interests upon 90 days notice and pursuant to the Purchase Agreements' terms as to calculating repurchase value. 12. Both Purchase Agreements further provide that JNV, at any time after 730 days, may require Flight Options to repurchase its interests upon 90 days notice and pursuant to the Purchase Agreements' terms as to calculating repurchase value. 13. In March 2006, Flight Options notified JNV that it would be terminating the aircraft ownership program involving aircraft of the same make and model as the aircraft in which JNV owned interests at the expiration of the Purchase Agreements. 14. JNV, pursuant to the terms of the Purchase Agreements, notified Flight Options of its intent to require Flight Options to repurchase JNV's interest in the Aircraft. IS. Despite JNV's notice to Flight Options, Flight Options has failed, refused or neglected to repurchase JNV's interests in the Aircraft. COUNT I — BREACH OF CONTRACT 16. JNV adopts the allegations in paragraphs 1 through 15 as though fully set forth herein. 17. Flight Options is obligated to repurchase JNV's interests in the Aircraft pursuant to the terms of the Purchase Agreements and at the value the interests would have had as of August 1, 2007. 18. Despite notice, Flight Options has not repurchased JNV's interests in the Aircraft. 19. Flight Options has failed, refused or neglected to pay JNV the repurchase value the interests would have bad as of August 1, 2007. -3- CWD0CS 651795v1 SDNY_GM_02758658 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245580 EFTA01330043 SDNYGM02758659 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 002455R1 EFTA01330044 20. Flight Options' failure to repurchase JNV's interests in the Aircraft at the repurchase value the interests would have had as of August 1, 2007 constitutes a breach of the Purchase Agreements, and Flight Options has failed to perform its contractual obligations. 21. JNV has performed all of its obligations under the Purchase Agreement. 22. All conditions precedent have been performed or have occurred. 23. JNV has been damaged by Flight Options' refusal to comply with the terms of the Purchase Agreements. WHEREFORE, Plaintiff JNV Aviation, LLC respectfully requests that the Court enter Judgment in favor of NV and against Defendant Flight Options on Count I in an amount not to exceed $900,000.00, plus its costs of this action, post-judgment interest and attorney's fees, and for such other and further relief that Plaintiff is entitled to under statutory and common law and that the Court deems just and equitable. COUNT U - FRAUDULENT INDUCEMENT 24. JNV adopts the allegations in paragraphs I through 23 as though fully set forth herein. 25. By e-mail dated April 24, 2002, and during the negotiations for the sale of interests in N583CW and N253CW to JNV, Flight Options represented that it would not terminate the aircraft ownership programs involving the aircraft in which JNV owned interests for a period of five years and 90 days after the sale of the last shares in these programs. Flight Options further represented that it was still selling shares in both programs at that time. -4- CWD0CS 65179Sv1 SDNY_GM_O2i58660 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245582 EFTA01330045 SDNY GM 02758661 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245583 EFTA01330046 26. Flight Options made these representations in order to induce JNV to purchase interests in N583CW and N253CW from Flight Options. 27. At the time Flight Options made these representations, it knew they were false. 28. In reliance upon these representations, JNV purchased interests in N583CW and N253CW from Flight Options. 29. Flight Options terminated the aircraft ownership programs involving the aircraft in which JNV owned interests before the expiration of five years and 90 days after the sale of the last shares in these programs. 30. Flight Options induced JNV to purchase interests in N583CW and N253CW though these material misrepresentations. 31. Flight Options intended JNV to act upon these material misrepresentations. 32. JNV reasonably relied upon Flight Options representations in purchasing interests in N583CW and N253CW from Flight Options. 33. As a direct result of Flight Options' actions, JNV was damaged. 34. Flight Options' material misrepresentations in order to induce JNV to purchase interests in N583CW and N253CW were outrageous because of Flight Options' evil motive or reckless indifference to the rights of others, such that punitive damages are warranted. WHEREFORE, Plaintiff JNV Aviation, LLC respectfully requests that the Court enter Judgment in favor of JNV and against Defendant Flight Options on Count I] in an amount not to exceed $900,000.00, plus punitive damages, its costs of this action, postCWDOCS 651795v1 SDNY_GM_02758662 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245584 EFTA01330047 SDNY GM 02758663 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245585 EFTA01330048 judgment interest and attorney's fees, and for such other and further relief that Plaintiff is entitled to under statutory and common law and that the Court deems just and equitable. COUNT III — VIOLATION OF DECEPTIVE TRADE PRACTICES-CONSUMER PROTECTION ACT 35. JNV adopts the allegations in paragraphs I through 34 as though fully set forth herein. 36. In making the misrepresentations to INV detailed above, Flight Options violated the Texas Deceptive Trade Practices Act in the following particulars: a. by representing that goods or services have characteristics which they do not have; b. by representing that an agreement confers or involves rights, remedies, or obligations which it does not have or involve; c. by failing to disclose information concerning goods or services which was known at the time of the transaction intending to induce the consumer into a transaction into which the consumer would not have entered had the information been disclosed; 37. JNV reasonably relied, to its detriment, upon these misrepresentations by Flight Options. 38. Flight Options knowingly and/or intentionally made the above-described misrepresentations to JNV. 39. JNV was damaged as a direct result of these violations by Flight Options. WHEREFORE, PlaintiffINV Aviation, LLC respectfully requests that the Court enter Judgment in favor of NV and against Defendant Flight Options on Count III in an amount not to exceed $900,000.00, plus any and all damages allowed by statute including treble and/or punitive damages pursuant to Tex. Bus. & Comm. Code Ann. § 17.50, its -6- CWDOCS 651795v I SDNY_GM_02758664 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245586 EFTA01330049 SONY GM 02758665 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245557 EFTA01330050 costs of this action, post-judgment interest and attorney's fees, and for such other and further relief that Plaintiff is entitled to under statutory and common law and that the Court deems just and equitable. Respectfully submitted, LATHROP & GAGE LLP By: Leonard B. Rose TX #785454 2345 Grand Boulevard, Suite 2800 Kansas City, MO 64108 Telephone: (816) 292-2000 Facsimile: (816) 292-2001 Irose@lathropgage.com By: Colton P. Johnson State Bar No. 96100 316 S. 2n° cot P. O. 'fox 2196 Albany, Texas 76430 Tel. (325) 762-2229 Fax (325) 762-2909 copojo®bitstreet.com Attorneys for Plaintiff SDNY_GM_02758666 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245588 EFTA01330051 SDNY_GM_02758667 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245589 EFTA01330052 CAUSE NO. JNV AVIATION, LW vs. FLIGHT OPTIONS, LLC COUNTY OF SHACKELFORD STATE OF TEXAS IN THE DISTRICT COURT OF SHACKELFORD COUNTY, TEXAS 259TH JUDICIAL DISTRICT AFFIDAVIT I, Donald R. Fitzgibbons, being of lawful age and first duly sworn on oath, depose and state as follows: 1. I am, and at all time relevant to this action have been, the Chief Financial Officer of JNV Aviation, LLC ("JNV"). I have personal knowledge of the facts stated herein and such facts are true and correct. I am capable and competent to make this Affidavit 2. JNV has brought just demand through the filing of a Petition for breach of contract, fraudulent inducement and violation of the Texas Deceptive Trade PracticesConsumer Protection Act in this Court against Defendant Flight Options, LLC in the amount of $900,000.00, plus punitive and treble damages, its costs of this action, attorney's fees and post-judgment interest, for amounts owed by Flight Options, LLC to JNV for the repurchase of interests currently owned by JNV in certain aircraft. 3. Defendant Flight Options, LLC is justly indebted to JNV. 4. Attachment is not sought for the purpose of injuring or harassing Defendant Flight Options, LLC. CWDOCS 652311v1 EXHIBIT SDNY_GM_02758668 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245590 EFTA01330053 SDNY_GM_02758669 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245591 EFTA01330054 5. JNV will probably lose its debt unless the writ of attachment is issued. Upon information and belief, Flight Options, LLC is not qualified to do business in the state of Texas and has no assets, other than the listed aircraft, in the state of Texas. 6. Defendant Flight Options, LLC is a foreign corporation which is organized under the laws of the state of Delaware and whose principal place of business is located in Ohio. Flight Options, LLC entered into a contract with JNV, a resident of Texas, that was to be performed in whole or in part by either party in the state of Texas. FURTHER AFFIANT SAYETH NAUGHT. Subscribed and sworn to before me this for L day of April, 2010. Notaryy Public in and for Said County and State My Commission Expires: 1O-1- a.ox3 2 CWDOCS 652311.1 •••••• 5••••••••••••*• ••••• •••• ******* ity. t'pk t Ueda Davis ie4 ' • Notary Public lir. •tri STATE OF TEXAS %,...sti: . (tee, My Commission Expires 10/07/2013 5CTI&GM_027586713 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245592 EFTA01330055 SDNY_GM_02758671 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245593 EFTA01330056 CAUSE NO. JNV AVIATION, LLC vs. FLIGHT OPTIONS, LLC IN THE DISTRICT COURT OF SHACKELFORD COUNTY, TEXAS 259T" JUDICIAL DISTRICT ORDER GRANTING MOTION FOR PREJUDGMENT WRIT OF ATTACHMENT The matter now before the Court is Plaintiff )NV Aviation, LLC's ("NV") Ex Porte Motion for Prejudgment Writ of Attachment (the "Motion"). The Court, having reviewed the Motion and attached exhibits, and for good cause shown, hereby grants INIV's Motion. The Court finds that (I) the defendant is justly indebted to the plaintiff, (2) the attachment is not sought for the purpose of injuring or harassing the defendant; (3) the plaintiff will probably lose his debt unless the writ of attachment is issued; and (4) that the defendant is a foreign corporation. The Court further finds, pursuant to Tex. R. Civ. P. 592a, that a bond in the amount of $ would provide adequate security to Defendant Flight Options, LLC should it later be determined JNV wrongfully sued out the writ of attachment. The Court further finds that the amount of bond required of Defendant Flight Options, LLC to replevy shall be $910,000.00, which is the amount of Plaintiffs claim, one year's accrual of interest and the estimated costs of court. CWDOCS 6$2293v1 EXHIBIT SDNY_GM_02758672 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245594 EFTA01330057 SDNYGM02758673 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245595 EFTA01330058 IT IS THEREFORE ORDERED, ADJUDGED, AND DECREED that, upon filing of a bond in the amount of $ by JNV, the Clerk of the District Court shall issue a Writ of Attachment directing the sheriff of any county in this State to attach property, real and personal, of Flight Options, LLC as will be sufficient to satisfy a total amount of $900,000.00, and it is ordered the attached property be kept safe and preserved subject to further orders of the court. Said attachment shall include, but not be limited to, aircraft with tail numbers: N746TA, N852LX, N807LX, N700LX, N482LX, N406LX, N417LX, N459LX, N443LX, N493CW, N704LX, N709TA, N787TA, N904LX, N848FL and N418LX. IT IS SO ORDERED. Date: April 6, 2010 District Court Judge 2 CWDOCS 652293v1 SDNY_GM_02758674 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245596 EFTA01330059 SONYGMJ)2758675 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245597 EFTA01330060 CAUSE NO. tOk° Wz'C' JNV AVIATION, LLC vs. FLIGHT OPTIONS, LLC The State of Texas IN THE DISTRICT COURT OF SHACKELFORD COUNTY, TEXAS 259TH JUDICIAL DISTRICT WRIT OF ATTACHMENT To the Sheriff or any Constable of any County of the State of Texas, greeting: We command you that you attach forthwith so much of the property of Flight Options, LLC, as shall be of value sufficient to make the sum of $900,000, and the probable costs of suit, to satisfy the demand of JNV Aviation, LLC, including, but not limited to, any rights Flight Options, LLS has in the aircraft described as follows: N746TA Beech Model 400A, Serial Number RK-146, with 2 Pratt & Whitney Canada JTISD engines, serial numbers PCE-JA0059 and PCEJA0060 N852LX Raytheon Aircraft Company Model Hawker 800XP, Serial Number 258397, with 2 Garrett TFE731-513R engines, serial numbers P107298 and P-107317 N807LX Raytheon Aircraft Company Model Hawker 800XP, Serial Number 258413, with 2 Honeywell TFE731-5BR engines, serial numbers P-107356 and P-107370 N700LX Cessna Model 750, Serial Number 750-0038, with 2 Rolls Royce AE3007C engines, serial numbers CAE330084 and CAE330071 N482LX Raytheon Aircraft Company Model 400A, Serial Number RK413, with 2 Pratt & Whitney Canada JT15O engines, serial numbers PCEJA0612 and PCE-JA0613 N406LX Beech Model 400A, Serial Number RK-178, with 2 Pratt & Whitney Canada JT1513-5 engines, serial numbers PCE-JA0125 and PCEJA0124 CV/DOCS 652296v1 EXI-11BIT 1-7 SDNY_GM_02758676 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245598 EFTA01330061 SDNYGM02758677 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245599 EFTA01330062 N4I 7LX Raytheon Aircraft Company Model 400A. Serial Number RK230, with 2 Pratt & Whitney Canada JT15D-5 engines, serial numbers PCE-JA0228 and PCE-JA0227 N459LX Raytheon Aircraft Company Model 400A, Serial Number RK365, with 2 Pratt & Whitney Canada ITI5D-5 engines, serial numbers PCE-JA0511 and PCE-JA051 0 N443LX Raytheon Aircraft Company Model 400A, Serial Number RK237, with 2 Pratt & Whitney Canada JTI5D-5 engines, serial numbers PCE-JA0243 and PCE-JA0240 N493CW Beech Model 400A, Serial Number RK-93, with 2 Pratt & Whitney JTI5D-5 engines, serial numbers PCE100364 and PCEI00365 N704LX Cessna Model 750, Serial Number 750-0091, with 2 Rolls Royce AE3007C engines, serial numbers CAE-330199 and CAE-330196 N709TA Beech Model 400A, Serial Number RK-180, with 2 Pratt & Whitney Canada JT15D-5 engines, serial numbers PCE-JA0129 and PCEJA0128 N787TA Raytheon Aircraft Company Model 400k Serial Number RK260, with 2 Pratt & Whitney JT15D-5 engines, serial numbers PCEJA0287 and PCE-JA0291 N904LX Embraer Model EMB-135BJ, Serial Number 145780, with 2 Rolls Royce AE3007AIE engines, serial numbers CAE312547 and CAE3 12590 N848FL Raytheon Aircraft Company Model Hawker 800XP, Serial Number 258648, with 2 Honeywell International, Inc. TFE731-5BR engines, serial numbers P-107850 and P-107849 N4I8LX Raytheon Aircraft Company Model 400A, Serial Number RK234, with Pratt & Whitney JT I5D-5 engines, Serial Numbers PCEJA0238 and PCE-JA0434 and that you keep and secure in your hands the property so attached, unless replevied, that the same may be liable to further proceedings thereon to be had before our court in Albany, Texas, County of Shackelford. You will true return make of this writ on or before 10 a. in. of Monday, the 26th day of April, 2010, showing how you have executed the same. 2 CWDOCS 652296v1 SDNY_GM_0275867S SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245600 EFTA01330063 SDNY GM 02758679 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245601 EFTA01330064 Given under my hand and seal of office on April 2010 District Clerk Shackelford County, Texas 3 CWDOCS 652296v1 SDNY_GM_02758680 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245602 EFTA01330065 SDNY GM 02758681 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245603 EFTA01330066 CAUSE NO. JNV AVIATION, LW vs. FLIGHT OPTIONS, LW IN THE DISTRICT COURT OF SHACKELFORD COUNTY, TEXAS i59.111 JUDICIAL DISTRICT OFFICER'S RETURN FOR WRIT OF ATTACHEMENT CAME TO HAND at executed at .M. on the day of on the day of at and County, Texas by taking into possession the following property: The property remains in my custody, subject to the further order of the court issuing the writ. The distance actually traveled by me in execution of this process was miles, and my fees are S SHERIFF OR CONSTABLE SDNY_GM_02758682 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245604 EFTA01330067 SONY GM 02758683 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245605 EFTA01330068 JNV AVIATION, LLC vs. FLIGHT OPTIONS, LLC CAUSE NO. 2,9(0 -ego IN THE DISTRICT COURT OF SHACICELFORD COUNTY, TEXAS 259111 JUDICIAL DISTRICT NOTICE To Flight Options, LLC, Defendant: You are hereby notified that certain properties alleged to be owned by you have been attached. If you claim any rights in such property, you are advised: YOU HAVE A RIGHT TO REGAIN POSSESSION OF THE PROPERTY BY FILING A REPLEVY BOND. YOU HAVE A RIGHT TO SEEK TO REGAIN POSSESSION OF THE PROPERTY BY FILING WITH THE COURT A MOTION TO DISSOLVE THIS WRIT. Copies of the Writ of Attachment, the application and accompanying affidavits, and orders of the court are attachcd. CWDOCS 652309"! EXHIBIT SDNY_GM_02758684 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245606 EFTA01330069 SDNYGM02758685 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245607 EFTA01330070 Respectfully submitted, LATHROP & GAGE LLP By: Leonard B. Rose TX 4785454 2345 Grand Boulevard, Suite 2800 Kansas City, MO 64108 Telephone: (816) 292-2000 Facsimile: (816) 292-2001 Irose@lathropgage.com Attorneys for Plaintiff By: Colton P. Johnson State Bar No. 10696100 316 S. 2nd Street P. O. Box 2196 Albany, Texas 76430 Tel. (325) 762-2229 Fax (325) 762-2909 Attorneys for Plaintiff 2 CWDOCS 652309v1 SDNY_GM_02758686 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245608 EFTA01330071 SDNY_GM_02758687 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245609 EFTA01330072 CAUSE NO. c2010 - 0,n JNV AVIATION, LLC vs. FLIGHT OPTIONS, LLC IN THE DISTRICT COURT OF SHACKELFORD COUNTY, TEXAS 259711 JUDICIAL DISTRICT ORDER GRANTING MOTION FOR PREJUDGMENT WRIT OF ATTACHMENT The matter now before the Court is Plaintiff JNV Aviation, LLC's ("JNV') Ex Pane Motion for Prejudgment Writ of Attachment (the "Motion"). The Court, having reviewed the Motion and attached exhibits, and for good cause shown, hereby grants JNV's Motion. The Court finds that (I) the defendant is justly indebted to the plaintiff, (2) the attachment is not sought for the purpose of injuring or harassing the defendant; (3) the plaintiff will probably lose his debt unless the writ of attachment is issued; and (4) that the defendant is a foreign corporation. The Court further finds, pursuant to Tex. R. Civ. P. 592a, that a bond in the amount of $.500 would provide adequate security to Defendant Flight Options, LLC should it later be determined JNV wrongfully sued out the writ of attachment. The Court further finds that the amount of bond required of Defendant Flight Options, LLC to replevy shall be $910,000.00, which is the amount of Plaintiffs claim, one year's accrual of interest and the estimated costs of court. CWDOCS 652293v1 FILED APR 0 6 2010 e y:57 f in CATHEY LEE COUNTY & DISTRICT CLERK SHACKELFORD COUNTY, TX Staid e." DEPUTY SDNY_GM_02758688 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245610 EFTA01330073 SDNY_GMJVMEM89 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002456II EFTA01330074 IT IS THEREFORE ORDERED, ADJUDGED, AND DECREED that, upon filing of a bond in the amount of $4000 by JNV, the Clerk of the District Court shall issue a Writ of Attachment directing the sheriff of any county in this State to attach property, real and personal, of Flight Options, LLC as will be sufficient to satisfy a total amount of $900,000.00, and it is ordered the attached property be kept safe and preserved subject to further orders of the coun. Said attachment shall include, but not be limited to, aircraft with tail numbers: N746TA, N852LX, N807LX, N700LX, N482LX, N406LX, N4 I7LX, N4S9LX, N443LX, N493CW, N704LX, N709TA, N787TA, N904LX, N848FL and N418LX. IT IS SO ORDERED. Date: April 6.2010 2 CWDOCS 652293v1 strict Court Ju ge SDNY_GM_02758690 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245612 EFTA01330075 SDNY_GM_02758691 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002456 I 3 EFTA01330076 JNV AVIATION, LLC vs. FLIGHT OPTIONS, LLC CAUSE NO. 20\0 - O v IN THE DISTRICT COURT OF SHACKELFORD COUNTY, TEXAS 259TH JUDICIAL DISTRICT NOTICE To Flight Options, LLC, Defendant: You arc hereby notified that certain properties alleged to be owned by you have been attached. If you claim any rights in such property, you are advised: YOU HAVE A RIGHT TO REGAIN POSSESSION OF THE PROPERTY BY FILING A REPLEVY BOND. YOU HAVE A RIGHT TO SEEK TO REGAIN POSSESSION OF THE PROPERTY BY FILING WITH THE COURT A MOTION TO DISSOLVE THIS WRIT. Copies of the Writ of Attachment, the application and accompanying affidavits, and orders of the court arc attached. FLED APR 0 7 2010 a ENCam CATHEY LEE COUNTY & DISTRICT CLERK SHACKELFORD COUNTY, TX CWDOCS 652309v1 DEPUTY SDNY_GM_02758692 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245614 EFTA01330077 SDNYGM02758693 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245615 EFTA01330078 Respectfully submitted, LATHROP & GAGE LLP By Leonard B. Rose TX N785454 2345 Grand Boulevard, Suite 2800 Kansas City, MO 64108 Telephone: (816) 292-2000 Facsimile: (816) 292-2001 Irosegathropgage.com Attorneys for Plaintiff 2 CWDOCS 6$2309v1 By: Colton State B o. 10696100 316 S. 2nd Street P. O. Box 2196 Albany, Texas 76430 Tel. (325) 762-2229 Fax (325) 762-2909 Attorneys for Plaintiff SDNY_GM_02758694 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245616 EFTA01330079 VHOEWINO A110 Vhi0871NO • hi C ►idhr lidd Ole , 4e hownasiminvioinv ztArktibi 03111 SDNY_GM_02758695 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245617 EFTA01330080 DOCUMENT LEVEL ANNOTATIONS ORIG #2695 TO C&D SF 5/5/10 REFUNDED $160.00 TO C&D ON 5/5/10 SDNY_GM_02758696 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245618 EFTA01330081 SONY_GM_02758697 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245619 EFTA01330082 U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION RECORDEDCONVEYANCE FILED IN: 'MAC VITA SERIAL NUM: RK-260 MIR: RAYTHEON AIRCRAFT COMPANY MODEL 400A AIR CARRIER: This form is to be used in cases where a conve)ance corers several aircraft and engines, propellers, or locations. File original of this fort with the recorded conveyance and a copy in each aircraft folder involved TYPE OF CONVEYANCE AIRCRAFT MORTGAGE .@. SECURITY AGREEMENT SUII:EMENT NO I SEE CONVEYANCE 455002341 DOC ID 1611 PG1 DATE EXECUTED 7/27/09 FROM FLIGHT OPTIONS LLC DOCUMENT NO. IR003607 TOOR ASSIGNED TO FO FINANCING LLC DATE RECORDED AUG I I. 2009 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: Total Aircraft: I Total Engines: 2 Total Props: Total Spare Parts: N787TA P&W C JTI 5D-5 PCE4A0287 P&W C ITISD-5 PCE4A029I WS-750-23R (02108) SDNY_GM_02 758698 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0O24562O EFTA01330083 SDNY_GM_02758699 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245621 EFTA01330084 I here,,, era'. • -u J true and r. t. • . • 'n3 onginal O 0 Lie Sea ria tu Certified Copy to be Recorded by FAA O 0 AIRCRAFT MORTGAGE AND SECURITY AGREEMENT SUPPLEMENT NO. 1 a THIS ,. Ilr CRAFT MORTGAGE AND SECURITY AGREEMENT SUPPLEMENT NO. 1 dated (II ,Q1 , 2009 (this "Mortgage Supplement") is made by Flight Options LLC (the "Grantor"), in favor of FO Financing, LLC (the "Mortgagee"). WITNEaaETH: 092081406366 515.00 07/27/2009 WHEREAS, the Mortgage, described and defined on Exhibit I, attached hereto (capitalized terms used herein but not defined shall have the meaning ascribed to them in the Mortgage), between Grantor and Mortgagee was entered into between the Grantor and Mortgagee in order to secure the Obligations under the Credit and Security Agreement; WHEREAS, this Mortgage Supplement relates to the collateral described in Exhibit I hereto, and this Mortgage Supplement shall be in addition to, and shall in no way release any liens, security interests or international interests previously granted under the Mortgage; NOW, THEREFORE, the Grantor and Grantee hereby agree as follows: The terms Mortgage Collateral, Airframe and Engines as used in the Mortgage are hereby supplemented and amended to include and add the Fractional Interest described on Exhibit I attached hereto, in addition to any other collateral subject to the Mortgage. To secure the due and prompt payment and performance of the Obligations 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 and agrees that the foregoing, together with the other provisions of this Mortgage, creates in favor of the Mortgagee an International Interest in the Fractional Interest, as collateral security for the prompt and complete payment and performance when due of all the Obligations: (a) the Fractional Interest 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 the Mortgage; (b) all 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 Fractional Interest; (c) all policies of insurance including, without limitation, any insurance policies required to be maintained by Grantor hereunder relating to the Fractional Interest 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 Fractional Interest or any part thereof and all compensation and other payments of any kind with respect to the Fractional Interest, 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, Page I 0 0 0 a °a 1-13O 3 GIR CER A SDNY_GM_02758700 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245622 EFTA01330085 1,niouv • v"iivixo r Li • wd I ze wit, 6n 48 7di ≥, 3 V 9'4 H 2.1:1 f5 „ SDNY_GIV1_02758701 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245623 EFTA01330086 forfeiture, seizure, detention or other loss of title to or the use or possession of the Fractional Interest 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 Fractional Interest 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 Fractional Interest or any part thereof or the provision of services of any nature whatsoever utilizing the Fractional Interest or any part thereof; and (e) all Proceeds of all or any of the foregoing whether cash or otherwise. This Mortgage Supplement shall be construed as supplemental to the Mortgage and shall form a part thereof, and the Mortgage is hereby incorporated by reference herein and is hereby ratified, approved and confirmed. This instrument may be executed in separate counterparts, each of which when executed and delivered shall be deemed an original, but all such counterparts shall together constitute but one and the same instrument. • • • Page 2 SDNY_GM_02758702 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245624 EFTA01330087 SDNY_GM_02758703 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245625 EFTA01330088 IN WITNESS WHEREOF, the Grantor and Mortgagee have caused this Mortgage Supplement to be duly executed by one of its officers, thereunto duly authorized, on the day and year first above written. FO Financing, LLC, as Mortgagee Flight Options, LLC, as Grantor By: r7r -7 Name: Bret Wiener Title: Vice President By: Name: Ed McDonald Title: Vice President of Whole Aircraft Sales and Acquisitions Signature Page to Aircraft Security Agreement Supplement 1_1 SDNY_GM_027513704 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245626 EFTA01330089 SONY GM 02758705 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245627 EFTA01330090 IN WITNESS WHEREOF, the Grantor and Mortgagee have caused this Mortgage Supplement to be duly executed by one of its officers, thereunto duly authorized, on the day and year first above written. FO Financing, LLC, as Mortgagee Flight Options, LLC, as Grantor By: Name: Brett Weiner Name: Ed McDonald Title: Vice President Title: Vice President of Whole Aircraft Sales and Acquisitions Signature Page to Aircraft Security Agreement Supplement No. l. 1_1 SDNY_GM_02758706 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245628 EFTA01330091 VH0HVIN0 1.113 VW0NV 1.0 T Lid L2 •111P 6002 unlivei SO :13:•:' HIPA SDNY_GM_02758707 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245629 EFTA01330092 EXHIBIT 1 TO AIRCRAFT MORTGAGE AND SECURITY AGREEMENT SUPPLEMENT NO. 1 Airframe One (1) Raytheon Aircraft Company model 400A aircraft bearing manufacturer's serial number RK-260 (described on the International Registry drop down menu as RAYTHEON AIRCRAFT COMPANY model 400A with serial number RK-260) and U.S. Registration No. N787TA. Engines Two (2) Pratt & Whitney Canada model JT15D-5 aircraft engines bearing manufacturer's serial numbers PCE-JA0287 and PCE-JA0291 (described on the International Registry drop down menu as PRATT & WHITNEY CANADA model JT15D SERIES with serial numbers JA0287 and JA0291)(which engines are in excess of 550 horsepower or the equivalent). Mortgage Description of Document Date Executed Date Recorded FAA Conveyance Number International Registry File Numbers Aircraft Mortgage and Security Agreement between Flight Options, LLC, as grantor, and FO Financing, LLC, as Mortgagee 03/20/09 03/26/09 SS002341 322933 322937 322939 (collectively, the "Mortgage") N7I7TA Paths. SDNY_GM_02758708 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245630 EFTA01330093 VHOW/1)10 A.119 VI4Oil Vi'dr; 611 I WA L2 Tr SW EE 401:•: 4151138 i :.'.•,.,` Vt7.3 HUM 03113. SDNY_GM_02758709 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245631 EFTA01330094 Fractional Interest The 12.50% undivided interest in and to the Airframe and Engines conveyed to Flight Options, LLC from Plastipak Packaeine. Inc. on 04/29/2009 and filed with the FAA on 04/29/2009and The 6.25% undivided interest in and to the Airframe and Engines conveyed to Flight Options, LLC from Elvton Properties. LLP on 03/31/2009 and filed with the FAA on 05/01/2009 and The 6.25% undivided interest in and to the Airframe and Engines conveyed to Flight Options, LLC from Grand/Sakwa Transportation, LLC on 05/01/2009 and filed with the FAA on 05/01/2009and The 6.25% undivided interest in and to the Airframe and Engines conveyed to Flight Options, LLC from John P. Haves on 05/01/2009 and filed with the FAA on 05/01/09and The 6.25% undivided interest in and to the Airframe and Engines conveyed to Flight Options, LLC from Air Ghislaint. Inc. on 05/01/2009 and filed with the FAA on 05/01/2009 (collectively the "Fractional Interest"). The Mortgage as supplemented by this Mortgage Supplement now encumbers a total 100% 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 347693, 347695 and 347697. I-NY/16996M.2 2 SDNY_GM_02758710 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245632 EFTA01330095 sh r „, 14 e NO12 et? V Vd i sir;O:4 • fft 03 77j:ii V • SDNY_GM_02758711 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245633 EFTA01330096 DOCUMENT LEVEL ANNOTATIONS orig retd to iats doc id 8530 7/27/09 see conveyance # SS002341 doc id (1611 pg1) SDNY_GM_02758712 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245634 EFTA01330097 SONY_GM_02758713 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245635 EFTA01330098 U.S. DEPARTMENT OF TRANSPORTATION FE Iv R M. AVIATION ADMINISTRAllON CROSS-REFERENCE—RECORDATION RECORDED CONVEYANCE FILED IN: \NUM: 4t7L\ 3ERIALNUM: RR-230 MFR: MOD RAYTHEON AIRCRAFT COMPANY EL: 400A AIR CARRIER: This form is to be used in cases where a conveyance cowrs scroll aircraft and engines, propellers, or locations. File original of this fort with the recorded conveyance and a copy in each aircraft folder involved. TYPE OF CONVEYANCE AMENDMENT TWO TO PROMISSORY NOTE AND SECURITY AGREEMENT (T068844 COOS PAGE I) DATE EXECUTED 4/29M9 FROM PLASTIPAK PACKAGING INC DOCUMENT NO. DT002456 TO OR ASSIGNED TO BANK OF AMERICA NA DATE RECORDED MAY 07, 2009 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: Total Aircraft: i Total Engines: 2 Total Props: Total Spare Parts: N477FL N4 I7LX N787TA P & W JTISD-5 PCE-JA0227 P &WIT I5D-5 PCE-3A0228 P&W C JTI 5D-5 PCEJA0287 P&W C JTI5D-5 PCE-JA029I P&W C JTI 5D-5 PCE-JAOSM P&W C JTISD-5 PCE-JA0535 RELEASED AIRCRAFT ARE N417LX AND N7STIA RELEASED ENGINES ARE PW&C JTISD-5 SERIAL NUMBERS PCE-JA0228 & PCE-JA0227 & PCE-JA0287 & PCE-JA029I AES-750-23R (02/08) SDNY_GM_02758714 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245636 EFTA01330099 SDNY_GM_02758715 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245637 EFTA01330100 (AMENDMENT TWO (21 TO PROMISSORY NOTE AND SECURITY AGREEMENT On this 41) day of ,e,7 , 2009, this Amendment Two (2) to Promissory Note and Security Agreement (the "Amendment") is made and entered into by and between Bank of America, N.A., a national banking association, as Administrative Agent ("BOA"), and Plastipak Packaging, Inc. ("Debtor"). WITNESSETH: WHEREAS, Debtor entered into a Promissory Note ("Note"), dated December 13, 2001, in favor of Raytheon Aircraft Credit Corporation ("RACC") in the original principal amount of Six Hundred Seventy Five Thousand and 00/100 United States Dollars (U.S. $675,000.00), in connection with the financing of that certain Raytheon Aircraft Company model 400A aircraft bearing manufacturer's serial number RK-230, United States Registration No. N4I7LX (formerly known as N753TA), and two (2) Pratt & Whitney (also known as Pratt & Whitney Canada) model JTISD-5 aircraft engines bearing manufacturer's serial numbers PCE-JA0228 and PCE-JA0227 (collectively the "Collateral"); WHEREAS, Debtor executed that certain Security Agreement dated December 13, 2001 in favor of RACC to secure payment of the indebtedness of the Note, as assigned by RACC to Raytheon Aircraft Receivables Corporation ("RARC") by the FAA Assignment dated December 13, 2001, and further assigned by RARC to Bank of America, National Association, as Administrative Agent by the FAA Assignment dated December 13, 2001, collectively recorded by the Federal Aviation Administration ("FAA") on February 13, 2002, as Conveyance No. T068844 (the "Security Agreement") covering the Collateral; WHEREAS, pursuant to FAA Assignment, dated September 22, 2003, the Security Agreement was assigned by BOA, as Administrative Agent under the Fourth Amended and Restated Purchase and Sale Agreement to RARC, further assigned to General Aviation Receivables Corporation ("GARC"), and further assigned to BOA, as Administrative Agent under the Fifth Amended and Restated Purchase and Sale Agreement, dated as of September I, 2003, recorded by the FAA on November 8, 2003, as Conveyance No. VV020384 ("Assignment"); and WHEREAS, Debtor and BOA further amended the Note and Security Agreement, as assigned, by that certain Amendment to Promissory Notc and Security Agreement dated as of May 13, 2008, as recorded by the FAA on July 7, 2008 as Conveyance No. WH000530 ("Amendment One"). Amendment One replaced the Collateral with new collateral described as an undivided 12.5% interest in that certain Raytheon Aircraft Company model 400A, Serial Number RK-260, Registration Number N787TA, and two Pratt & Whitney Canada model JTISD-5, Serial Numbers PCE-JA0287 and PCE-JA029 I (collectively the "Replacement Collateral"). WHEREAS, Debtor wishes, and BOA agrees, to amend the Note, Security Agreement, Assignment, and Amendment One (hereinafter "Loan Documents") to replace the Replacement Collateral with new collateral and release the lien on the Replacement Collateral. NOW, THEREFORE, for and in consideration of the above recitals and the mutual promises, warranties, covenants, representations and agreements contained herein, and in the Loan 2%40 I hereby codify this lee true d exact- Y ori "nal. e e ice, Inc. 091191321025 $15.00 04/29/2009 SDNY_GM_02758716 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 0 8 a toto 8 0 O O O 0 EFTA_00245638 EFTA01330101 VW ot vim 0 °CI ` Idd 67 gal 8002 Alio vs, • finxo ilf) NOvIlvVin . litir:F4931131:9341V SDNY_GM_02758717 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245639 EFTA01330102 Documents, the receipt and sufficiency of which is hereby conclusively acknowledged, the parties agree as follows: I. Unless otherwise defined herein, the capitalized terms as used in this Amendment shall have the meaning assigned to them in the Loan Documents. 2. BOA hereby releases all of its right, title, and interest in and to the Replacement Collateral, and all references to the Replacement Collateral are amended as follows (collectively hereinafter referred to as the "New Collateral"): An undivided 12.5% interest in that certain Raytheon Aircraft Company model 400A, Serial Number RK-377, Registration Number N477FL, 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 (The airframe is type certified to transport at least eight persons including crew, or goods in excess of 2750 kilograms). Aircraft Engines: Make: Pratt & Whitney Canada model JTI5D-5 (also known on the International Registry as JT1513 Series); of at least 1750 pounds of thrust or at least 550 rated take off shaft horsepower; Serial Numbers PCE-JA0534 and PCE-JA0535 (also known on the International Registry as JA0534 and JA0535), together with any replacement engines. The term New Collateral shall include any and all property included in the definition of an "airframe", "engine" and/or "helicopter" as those terms are defined in the Cape Town Treaty. The term New Collateral shall also include any and all owners agreements, management contracts, services contracts, interchange agreements, repair contracts, maintenance contracts, insurance contracts, leases, purchase agreements, bills of sale and assignments, and any other instruments, contracts, or agreements of any kind with respect to the New Collateral including but not limited to the Promissory Note (collectively the "Contracts"). 3. In order to specifically subject the New Collateral to, and confirm the lien of, the Security Agreement, Debtor hereby grants to BOA in accordance with the Loan Documents a security interest in Debtor's twelve and one-half percent (12.5%) undivided interest in and to the New Collateral and further supplements the Loan Documents to add the New Collateral to the terms thereof. To the extent the New Collateral is subject to the Convention on International Interests in Mobile Equipment (the "Convention"), the Protocol to the Convention on International Interests in Mobile Equipment on Matters Specific to Aircraft Equipment (the "Protocol"), both signed in Cape Town, South Africa on November 16, 2001, as ratified by the United States, together with the Regulations for the International Registry and the International Registry Procedures, and all other rules, amendments, supplements, and revisions thereto (collectively the "Cape Town Treaty"), the Debtor further agrees and acknowledges this Security Agreement creates and constitutes an International Interest (as defined and provided for in the Cape Town Treaty) in the New Collateral. 20640 2 SDNY_GM_02758718 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245640 EFTA01330103 SDNY GM 02758719 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245641 EFTA01330104 Debtor hereby undertakes to perform all of its obligations under the Contracts. The terms "Administrator", "Contract of Sale", "International Interest", "International Registry", "Professional User Entity", "Professional User", "Prospective Contract of Sale", "Prospective International Interest", "Register", "Registration", "Transacting Uscr Entity", shall have the meanings given them in the Convention or Protocol, as applicable. The term "searchable" shall have the meaning contemplated by Article 19 of the Convention. 4. Debtor Will Execute and Deliver Documents. Debtor will, at BOA's request and prior to funding hereunder if required by BOA, furnish BOA such information and execute and deliver to BOA such documents and do all such lawful acts and things as BOA may reasonably request as are necessary or appropriate to assist BOA in establishing, registering, validating and maintaining a valid security interest and International Interest in the New Collateral and to assure that the New Collateral is properly titled and registered and the security interest and International Interest perfected to BOA's satisfaction. Debtor will pay the cost of filing all appropriate documents in all public offices where BOA deems such filings necessary or desirable. 5. Regarding the Cape Town Treaty, (a) Debtor shall establish a valid and existing account with the International Registry, appoint an Administrator and/or a Professional User acceptable to BOA to make registration in regards to the New Collateral, (b) BOA and Debtor shall register a first priority Prospective International Interest in connection with the New Collateral which shall be searchable in the International Registry to the satisfaction of BOA; and (c) Debtor's Contract of Sale or Prospective Contract of Sale shall be registered and searchable in the International Registry. 6. Default and Remedies. Upon Default as defined in the Promissory Note and in addition to the Remedies set forth in the Security Agreement, as amended, and RACC Guaranty , as assigned to BOA, BOA may employ all remedies available to a secured creditor under the Uniform Commercial Code and those rights and remedies available to a creditor under the Cape Town Treaty (and Debtor affirmatively agrees BOA has all the rights and remedies granted a creditor under the Cape Town Treaty), including but not limited to (a) if Debtor is in possession, custody or control of the New Collateral to enter Debtor's or any other person's premises and take possession of such New Collateral; (b) to require Debtor to assemble and make available such New Collateral at a location selected by BOA; (c) to sell, lease or otherwise dispose or cause the Debtor to sell, lease or otherwise dispose of the New Collateral; (d) collect or receive any income, rents or profits arising from the management or use of the New Collateral; (e) procure the deregistration of the registration of the Aircraft and export of the Aircraft to a jurisdiction of BOA's choice pursuant to the IDERA and as authorized by the Cape Town Treaty; and (f) apply for a court order authorizing these remedies. Upon Default BOA may also, pending final determination of its claim in any court proceeding, obtain speedy relief in the form of an order providing for (i) preservation of the New Collateral and its value; (ii) possession, control or custody of the New Collateral; (iii) immobilization of the New Collateral; (iv) lease or, except where covered by sub-paragraphs (i) to (iii), management of the New Collateral and the income therefrom; and (v) sale and application of proceeds therefrom. 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 New Collateral or of the time after which any private sale or other intended disposition 20610 1 SDNY_GM_02758720 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245642 EFTA01330105 SDNY_GM_02758721 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245643 EFTA01330106 is to be made shall be met if such notice is mailed, postage prepaid, to Debtor's address, as shown herein, at least ten (10) business 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 costs of collection, attorneys' fees and legal expenses of BOA, and after the payment of the principal and interest due under the Note, the balance, if any, of the proceeds of the sale shall be applied to the satisfaction of indebtedness secured by any subordinate security interest in the New Collateral of which BOA has received notice prior to distribution of the proceeds and after any such satisfaction of indebtedness, the balance, if any, of the proceeds of the sale shall be returned to the Debtor. 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 New Collateral is returned to or recovered by BOA, Debtor agrees BOA may fly or otherwise move the New Collateral for demonstration and other purposes reasonably related to a proposed public or private sale or other disposition of the New Collateral. 7. Restriction on Transfer or Liens and Registrations. Debtor will not, without the prior written consent of BOA, sell or otherwise transfer or encumber the New Collateral, or any interest therein, or offer to do so or remove or attempt to remove the New Collateral from the United States. Debtor will keep the New Collateral free from any adverse security interest, registration of any interest on the International Registry, lien, claim or encumbrance and will not permit the New Collateral to be attached or replevied. Debtor shall not register any prospective or current International Interest or Contract of Sale (or any amendment, modification, supplement, subordination of subrogation thereof) with the International Registry without the prior written consent of BOA which may be withheld in its sole but reasonable discretion. Debtor shall not execute or deliver any IDERA to any party other than the BOA unless BOA agrees in writing. 8. Assignment. BOA 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 hereby consents to any and all assignments or sales of, or the granting of participations in, this Security Agreement by BOA or any assignee of an interest in this Security Agreement. Debtor shall not sell, assign, transfer, encumber or convey any of its interests in the New Collateral or in this Security Agreement without the prior written consent of BOA. 9 Unless amended by the terms and conditions of this Amendment, the parties hereby (i) ratify all remaining terms and conditions of the Loan Documents, as if the same were restated herein, and (ii) confirm that the Loan Documents otherwise remain in full force and effect as to any and all Ncw Collateral subject thereto, including, but not limited to, the Replacement New Collateral. 10. GOVERNING LAW AND FORUM SELECTION. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF KANSAS. ANY LEGAL PROCEEDINGS RELATING TO THIS AMENDMENT SHALL BE BROUGHT IN THE EIGHTEENTH JUDICIAL DISTRICT AT WICHITA, KANSAS, OR THE UNITED STATES DISTRICT COURT OF THE DISTRICT OF KANSAS AT WICHITA, KANSAS, TO THE EXCLUSION OF ALL OTHER COURTS AND TRIBUNALS. NOTWITHSTANDING THE ABOVE, BOA (AT 20640 4 SDNY_GM_02758722 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245644 EFTA01330107 SDNY_GM_02758723 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245645 EFTA01330108 ITS SOLE OPTION) MAY INSTITUTE A LEGAL PROCEEDING IN ANY JURISDICTION AS MAY BE APPROPRIATE IN ORDER FOR BOA TO EXERCISE ITS RIGHTS AND REMEDIES UNDER THIS AMENDMENT. THE PARTIES HEREBY IRREVOCABLY CONSENT AND AGREE TO BE SUBJECT TO THE JURISDICTION OF THE AFORESAID COURTS IN SUCH PROCEEDINGS. II. This Amendment constitutes 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 and in the Security Agreement. All prior agreements and understandings between the parties are merged herein. Neither this Amendment nor the Security Agreement shall be changed orally, but only by writing signed by the parties. IN WITNESS OF the mutual promises, covenants and agreements set forth herein, the parties have caused their duly authorized officers to execute this Amendment at Wichita, Kansas, as of the day and year first written above. BANK OF AMERICA, N.A., PLASTIPAK PACKAGING, INC. Name: Kathleen M. Carry Name: Aveil.461. T. 4.4.7g/e.4" Capacity: Vice President Capacity: C ./rte.A.C. The undersigned assignors hereby release all of thlir interest, if any, in the collateral covered by the Security Agreement described above dated this ,2-i day of 6(nI , 2009. Raytheon Aircraft Credit Corporation Raytheon Aircraft Receivables Corporation General Aviation Receivables Corporation 20640 SDNY_GM_02758724 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245646 EFTA01330109 SDNY_GM_02758725 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245647 EFTA01330110 ITS SOLE OPTION) MAY INSTITUTE A LEGAL PROCEEDING IN ANY JURISDICTION AS MAY BE APPROPRIATE IN ORDER FOR BOA TO EXERCISE ITS RIGHTS AND REMEDIES UNDER THIS AMENDMENT. THE PARTIES HEREBY IRREVOCABLY CONSENT AND AGREE TO BE SUBJECT TO THE JURISDICTION OF THE AFORESAID COURTS IN SUCH PROCEEDINGS. I I. This Amendment constitutes 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 and in the Security Agreement. All prior agreements and understandings between the parties are merged herein. Neither this Amendment nor the Security Agreement shall be changed orally, but only by writing signed by the parties. IN WITNESS OF the mutual promises, covenants and agreements set forth herein, the parties have caused their duly authorized officers to execute this Amendment at Wichita, Kansas, as of the day and year first written above. BANK OF AMERICA, N.A., PLASTIPAK PACKAGING, INC. / By: 1 1/ - 1-tiA 1 .7 By: Name: Kathleen M. Carry Name: Capacity: Vice President Capacity: 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 fi * I , 2009. Raytheon Aircraft Credit Corporation nr. Idettr-s1) Cerdatai- Aft-nes cr General Aviation Receivables Corporation ms4° tfrls Ife7) Raytheon Aircraft Receivables Corporation JenruCe At tankc I C.creet.ds Adnaefel SDNY_GM_02758726 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245648 EFTA01330111 VINO, rr::0 ..,DO ',IV1110 ZO LH Gi! zdy 600t N0LLTJ.Lf... ..C.: IVJ H7' • -.110 SDNY_GM_02758727 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245649 EFTA01330112 DOCUMENT LEVEL ANNOTATIONS orig #7128 ret'd IATS ORIG #4170 RE'T IATS SDNY_GM_02758728 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245650 EFTA01330113 SDNY_GM_02758729 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245651 EFTA01330114 PORN APPIKIVID Ns 1110(012 UNWED EWES OF "arta OFPARTIAIENT OF 1110PEPORDITICR IDDISIAL SWIM ACIalliyarelyilla ANIONAIRWAL a CERT. ISSUE DATE 1 41M4• AMSLAFT PEOWIA.TION AFFIXATION tairlE LI 0 EWES AtOOTNATICAI NUINER n 787TA AnCRAFT MAAUFACTURER li MOOR Rkytheon Aircraft Cacany 400 MACRAE! WEAL NA W-260 FOR FM USE ONLY TYPE OF REOSTRATICN fl ock in :..) co i. VOWS 0 t PettiOnNO 1F(3. COVOMIOn 0 4 C.0.04~ 0 D. GOVT. 0 0.1".Clms‘ RAPE OF APPLICANT (Anato *Ann A...4, A 0 crows 9 r i reasri, She as AMA I'M new. ad 1 NISI • 1.) Flight Opticns, LLC 100E of 103% macs Se I ) ADORES' Menne to. Ent wow wad )(I PO DOR 4 used, 5444:0 Meese sty be ease.) t Options, LLC woe re roe 26180 Curtiss-Wright Parkway Rua Flea WY Richiond Heights STATE CH ZIP WOE 44143 0 CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS MENTION I Reed the following Stared before signing this application. This portion MUST be competed. A lay a season raw so Wy c0...101 in n •CipleSOn miry be gsosnas bi yanslynan by Ale WO sot AVASOntlyni NS CPS. TIM 111. SK 404 • CERTIFICATION III TAst RA 4.0.0 Anna S. 044,3 SY SAY 04444441 COW44. ASV nation Imlay; CO4P•1044 OS OR I.1400 OS Oa Wag AWL Oa an of win ). Or 04K3( ONE AS APPROPRIATE: a 0 A niiism an AM Fen ,FPO_. (RA, IASI ct F dry 43$11 14 • 0 A ANYADIND 1:04444:4 wows we ANN banns ...40, IN Isson. 440). MI OS Sm. 4 was 44 gy-snany ~JAM. 1.), M1PCI StanPawns 0. AwA hAn AA AnA:SA-IA; - inspectta a m Tan she —St is t Aland tint* AA Wrier" ',nob' 4 .mIrc ad DI The lies 010404 al awn a saw a w beer AsAs ..th 04 Nor is Anion Aany.psyy. NOTE: if executed tot 00-04" 44,4 DP SOCACanis must Or Use 04440 We A nocasury TYPE OR PR SIGNAT URE In b Z ill I ii "It Executive Vice Presidents"! 0 Flight Options, UL 5-1,99 - ,lanes Janes P. Hiller TITLE WI TTRE DALE NOTE Frani "NV ot In Casa Y. MIMI aseesam re ens, nay te wawa la • Wel he in awn la ow arra ofies sew Shy Pea _. a Ois a:4W S be And it to sienft AC Fenn eort.i (5/03) 0:052-03-62a9307) SDNY_GM_62758730 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EF1'A_00245652 EFTA01330115 • • 'MOWS-WO WO VW:0OU° 911 i kid 001 tle vyj d081Y Hsi (13113 SON Y_GM_02758731 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00245653 EFTA01330116 FORM APPROVED OM13 NO. 2120-0042 UNITED STATES OF AMERICA AVIATION ANINSIMON OF SALE Wnte Blocic F Do Not OR FAA In USE O his NLY IT & MIARTMENI IF NIAINTIIIATI MAT AIRCRAFT BILL 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 N787TA AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-260 DOES THIS A TH DAY OF Cie t ,. i, 2009 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: PURCHASER NAME AND ADDRESS (IF INDIVIDUAL (S). GIVE LAST NAME, FIRST NAME. AND MIDDLE INITIAL.) FLIGHT OPTIONS, LLC 12.50% OF 100% 26180 CURTISS-WRIGHT PARKWAY RICHMOND FITS., OH 44143 091191321025 $6.110 04/29/2009 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 THISA TH OFajpril., 2009. W PLASTIPAK -I DJ V) NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) (IN INK) (IF EXECUTED FOR CO• E I • ALL MUST SIGN.) TITLE (TYPED OR PRINTED) PACKAGING, EXECUTIVE VICE PRESIDENT INC. /JAMES P. MILLER OF FLIGHT OPTIONS, LLC ACTING AS ATTORNEY-INFACT FOR PLASTIPAK PACKAGING, INC. ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FM RECORDING: HOWEVER, MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition SDNY_GM_02758732 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245654 EFTA01330117 lJd GZ 8dt:11001 a NOLMISP.:. ..'e VV.I anli SDNY_GM_02758733 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245655 EFTA01330118 ram APPROAD Ole to 20)40I3 UNITED STATES a a OEMIIIIAENT Of TRANSPORTATION PONMAL SWIM ALSOVIIKSOIFISSIGIONONSIMPSALTICAL COMM MRCRAFT REGISTRATION APPLICATION CERT ISSUE DATE a STATES II PEOrtintsn°ai man TS 787TH AIRCRAFT WARNACTLIRER I YODEL Raytheon Aircraft Calmly 400A AIRCRAFT SERIAL .... PX-260 FOR FM USE ONLY TYPE Cf PEO/STRADCo/ 1040 Teo tea 0 I. IrslY4oll 0 2. PatilerINT) 0 3, Cara et Coons C S. Gott c! s.revwcw" NAME Cf APPLCANT (PaReoy tool on ~c• 0 ann.. s vaosat Illo RIII fl OM tea Ord iseAre roerA) 1.) Air GhisIaine Inc. 6.25% of ICOS ¶see Attathrent daR J Li -'-9 .0 9 ) TELEOseONE MAWR I I ADDRESS (Ornery Nano noose ion jap Q. C/O: ons *rte ind ono 26183 Cortiss—Wiolit p2X i• cad. Sae Goal Rabe Oxon I LLC Parkwit ROW Mad. PO ea On Richoid Heights STATE OH DP CODE 44143 0 CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Reed the following statement before signing this application. This portion MUST be completed. A Its Or Odblell SSW 10 MAWS , in irn eporonon nIl oe Oaai. ti), PUMIWOIS Of fee nororerreero WS. Call. 1110 M. Sc. 100n • CERTIFICATION el wet to MO'S sus • cove w to so'dear•d SKSINAL rho • • cam intluddis comoolo•I 01 MO Mid Stiles for rang Ma re re.. of haler I or CHEM OK AS APPROPRIATE • A PARISI a sin isten reigns°, (Fr' l' i stcarloa , 451) NA • (21 A MAMMA corpora*, wonted ord dory loolorress vtle to WAS 0 OWN Del met „d- ,:torteiettfellttiertelfillMsrltfitira la! 7ttettf s 0- arms ... Iowa o ft. wand way to Ow 0 any Weir cacti,. re oi wet a PSC. CO INIMinho max.*, or Pa oft" too .ts the reos Aooion Atrnnts, urn NOTE: N execuTed Ter CO-ORIWIT•O la OPPLCsIIS rovrot OW the Warta sos i swan TYPE OR BELOW SIGNATURE fil IS 3 E i ; TIME ISPettiVe Vice Presider? " of Flight Optiais, TLC " f ITTID acting as Attortey- brkieT far Air Ghislaine Inc nog ..". '0 47 v7 Jaynes P. Miller tacvanst TILE OM NOTE Roafe) mesa 0 P. CoeTafe of ASIR Reanion. to emit MN be orearl be MOO M O ea 01 00 Barr, dory ore 0055 to PINK mpg d EA lab Sial be ref o We OWL PC ram ks>I (903) 5:0524:0420007) SDNY_GP.4_02758734 Q D 0 0 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00245656 EFTA01330119 • VIM. /no ADO 1f:k . :30 . t Lid 62 add NO? NOLLIURP:.:?• .147}/OWY VV.4 FIL:• riaiu SONY_GM_02758735 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00245657 EFTA01330120 ATTACHMENT TO AIRCRAFT REGIJTRATION APPLICATION dok ...)9.09 1.) 2.) 3.) 4.) 5.) 6.) 7.) 8.) 9.) 10.) 11.) 12.) 13) 14.) Reg #: Model: S/N#: Name of Applicant: N787TA Address: Raytheon Aircraft Company 400A RK-260 Owning an undivided Interest of: Grand/Sakwa Transportation, LLC 6.25% of 100% Shown on Original form hereto John P. Hayes 6.25% of 100% Shown on Original form hereto Eiyton Properties, LLP 6.25% of 100% Shown on Original form hereto Flight Options, LLC 75.00% of 100% Shown on Original form hereto Signatures: Title: Date: Executive Vice President of Flight Options, LLC acting as Attorney-in-Fact for #2,3,4 Executive Vice President of Flight Options, LLC LLC for #5 (-1-29-D4 By signing above, the applicant agrees and stipulates (I) to the terms, conditions and certification of the AC Form 8050-1 Aircraft Registration App action, to which this page is attached (the 'Application', (II) that all of the information set forth on the Application is bus and correct as of this date, and (III) the ApOliation 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_02758736 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245658 EFTA01330121 VII0,;71Y0 1.119 VY OV1)10 Z0 T Wd GZ HAI H0Z 14011VOISg•lal VVA HUY 4131I4 SDNY_GM_02758737 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 1O, 15, and 17 EFTA_00245659 EFTA01330122 FORM APPROVED OMB NO. 2120-0002 UNITED STATES OF AMERICA IL S. IIPARIMBIT IF MANNER= FBEAL ANON ALIMINITIMIN AIRCRAFT BILL OF SALE Do Not Write In Block FOR FM US TVs E ONLY 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 N787TA AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-260 DOES THIS IS1- DAY OFML,14., 2009 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: PURCHASER NAME AND ADDRESS (IF INDIVIDUAL (S). GIVE LAST NAME. FIRST NAME. AND MIDDLE INITIAL.) FLIGHT OPTIONS, LLC 6.25% OF I 00% 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 OF ., 2009. SELLER NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) (IN I ) 0 ECUTED FOR C ALL MUST SIGN ) TITL (TYPED OR PRINTED) AIR CHISLAINE, INC. EXECUTIVE VICE PRESIDENT JAMES P. MILLER OF FLIGHT OPTIONS, LLC ACTING AS ATTORNEY-INFACT FOR AIR CHISLAINE, INC. ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FM RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ...1 ORIGINAL: TO FM AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition SDNY_GM_02758738 S (A 0 a A 8 a 0 O O 81 3 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245660 EFTA01330123 vivoliv," Alio vkioHrixo Oh r lid r AUU 6003 do NOILVV/ Sif; ;11 14Ve10 fl ed H1141 03)1.1 8111 SDNY_GM_02758739 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245661 EFTA01330124 FORM APPROVED OMB NO 2120-0012 UNITED STATES OF AMERICA ILL KW= Of 11WIIMITIMIN MAI AVIAIIIIN ADMINISMAIMI AIRCRAFT BILL OF SALE Do Na Wrie in This Bieck FOR FAA USE ONLY 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 N787TA AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-260 DOES THIS Ig.- DAY OF fra , 2009 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: PURCHASER NAME AND ADDRESS (IF INDIVIDUAL (S). GIVE LAST NAME. FIRST NAME. AND MIDDLE INITIM..) 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 ) ST-OF ., 2009. SELLER NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) (IN IN (IF CUTED FOR CO-OW ALL MUST SIGN.) TIT (TYPED OR PRINTED) JOHN P. HAYES EXECUTIVE VICE PRESIDENT JAMES P. MILLER OF FLIGHT OPTIONS, LLC ACTING AS ATTORNEY-INFACT FOR JOHN P. HAYES 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_02758740 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245662 EFTA01330125 VivOurbio ALO vtuRinxo 9h I bid I Alibi 6001 as NOI1Vvis!:,38 Lou°4 iv nid PIPM 031,4 SDNY_GM_02758741 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245663 EFTA01330126 FORM APPROVED OMB NO. 2120-0042 UNITED STATES OF AMERICA ILL OMIT= IF TMIMPINTAITIN BRIM AVIATION AIMINNTRADM AIRCRAFT BILL OF SALE Do Not Wri This FOR FAA to In USE O Block ONLY 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 N787TA AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-260 DOES THIS IST- DAY OF MN., 2009 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: PURCHASER NAME AND ADDRESS (IF INDIVIDUAL (S). GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL.) FLIGHT OPTIONS, LLC 6.25% OF 100% 26180 CURT1SS-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 1ST OF ., 2009. SELLER NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) (IN INK) (IF ECUTED FOR CO P ALL MUST SIGN.) TIT (TYPED OR PRINTED) GRAND/SAKWA EXECUTIVE VICE PRESIDENT - TRANSPORTATION, LLC AMES P. MILLER OF FLIGHT OPTIONS, LIC ACTING AS ATTORNEY-INFACT FOR GRAND/SA KWA TRANSPORTATION, LIC 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 SDNY_GM_02758742 0 B 0 0 a a O OO O0D SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245664 EFTA01330127 SDNY_GM_02758743 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245665 EFTA01330128 FORM APPROVED OMB NO. 2120-0042 UNITED STATES OF AMERICA It IEPAIIIM3IT Of TIAMPINTAIll MUM AIMMN MAIIMIRMINI AIRCRAFT BILL OF SALE Do to Inas FOR 1oNFWri AA In USE Block ONLY 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 N787TA AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-260 DOES THIS 31" DAY OF MAR., 2009 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: PURCHASER NAME AND ADDRESS (IF INDIVIDUAL (S), GIVE LAST NAME, FIRST NAME. AND MIDDLE INITIAL) FLIGHT OPTIONS, LLC 6.25% OF 100% 26180 CURTISS-WRIGHT PARKWAY RICHMOND HTS., OH 44143 091211427538 S5 no 05/01/2= 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 31" OF MAR., 2009. SELLER NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) (IN INK (IF , A?:.-IT MEara ti) co. TITLE (TYPED OR PRINTED) ELYTON PROPERTIES, EXECUTIVE VICE PRESIDENT LLP AMES P. MILLER OF FLIGHT OPTIONS, LLC ACTING AS ATTORNEY-INFACT FOR ELYTON PROPERTIES, LLP 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 0 O O cc 0 0 0 r81 a 0 O O O 0 SDNY_GM_02758744 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245666 EFTA01330129 VHORV1NO ADO VV4):41V1)10 Oh T Lid T AIN DE 88 N011V81S1)'8 14V831:0V vyj HUY 03113 SDNY_GM_02758745 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245667 EFTA01330130 U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION CROSS-REFERENCE-RECORDATION ECORDED CONVEYANCE FILED IN: 'NUM: 'MITA SERIAL NUM: RE-260 MER: RAYTHEON AIRCRAFT COMPANY IODEL: 400A R CARRIER: This form is to be used in cases where a convel,unce cowers 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 AIRCRAFT MORTGAGE AND SECURITY AGREEMENT DATE EXECUTED MARCH 20.2009 FROM FLIGHT OPTIONS. LLC DOCUMENT NO. SS002341 TOOR ASSIGNED TO FO FINANCING. LLC DATE RECORDED MAR 26, 2009 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: Total Aircraft: I Total Engines: 2 Total Props: Total Spare Parts: N787TA P&W C JTI 5D-5 PCE-3A0287 PEW C 3115D-5 PCE-3A0291 WS-750-23R (GLOB) SDNY_GM_027587443 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245668 EFTA01330131 SDNY_GM_027513747 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245669 EFTA01330132 CERTiFIED COPY TO BE RECORDED BY FAA AIRCRAFT MORTGAGE AND SECURITY AGREEMENT dated as of March dO 2009 made by FLIGHT OPTIONS, LLC in favor of FO FINANCING, LLC as Mortgagee CHM 5086130.5.066697.0072 0737915,13542 ;15110 Crii2C;20tig I hereby cenify that I hare compared this document with the original and it is a true and overt ropy *mot etta.e or di-A-(4.aSDNY_GM_02758748 O O 1.0 0 0 3 •.< 0 0 0 0 a 0 0 e; :;3 8 O O ID is SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245670 EFTA01330133 VHOi1V11O 1110 VP;"11V1NO Z0 Z Lid OZ HOZ de 1.1 .lird0211%/ 1-11:V (1.211:1 SDNY_GM_02758749 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 1O, 15, and 17 EFTA _00245671 EFTA01330134 TABLE OF CONTENTS SECTION I CERTAIN DEFINITIONS 1 I.1 Definitions I SECTION 2 GRANTING CLAUSE SECTION 3 REPRESENTATIONS AND WARRANTIES 6 SECTION 4 COVENANTS 6 4.1 Registration Maintenance and Operation 6 4.2 Liens 7 4.3 Taxes 7 4.4 Possession 8 4.5 Insurance 8 4.6 Modification and Additions 8 4.7 Reserved 8 4.8 Inspection 8 4.9 Reserved 8 4.10 Citizenship 9 4.11 Event of Loss with Respect to an Engine 9 4.12 Further Assurances 9 4.13 Sale of Aircraft 10 SECTION 5 RECEIPT, DISTRIBUTION AND APPLICATION OF INCOME 10 5.1 Application of Proceeds and Amounts Realized On Mortgage Collateral 10 SECTION 6 EVENTS OF DEFAULT AND REMEDIES 10 6.1 Remedies 10 6.2 Possession of Mortgage Collateral 10 6.3 Sale and Suits for Enforcement 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 CH199 5086130-5.066097.0M SDNY_GM_02758750 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245672 EFTA01330135 SDNY_GM_02758751 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245673 EFTA01330136 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 01199 50116110-5.06607.0072 SDNY_GM_02758752 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245674 EFTA01330137 SDNYGM02758753 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245675 EFTA01330138 AIRCRAFT MORTGAGE AND SECURITY AGREEMENT, dated as of Marches, 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 I CERTAIN DEFINITIONS 1.1 Pefinitions. 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): "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": 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 CH199 3066B0-S.066497A:072 §DNY_GM_02758ig4 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245676 EFTA01330139 SDNY GM 02758755 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245677 EFTA01330140 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. "Cave Town Convention": collectively, the Aircraft Protocol, the Convention, the International Registry Procedures and the International Registry Regulations. "Certificated Air Carrier": any corporation (except the United States Government) domiciled in the United States of America and (i) holding a Certificate of Public Convenience and Necessity issued under 49 U.S.C. Section 41102 by the Department of Transportation or any predecessor or successor agency thereto, or, in the event such Certificates shall no longer be issued, any corporation (except the United States Government) domiciled in the United States of America and legally engaged in the business of transporting for hire passengers or cargo by air predominantly to, from or between points within the United States of America, and, in either event, operating commercial jet aircraft capable of carrying 10 or more individuals or 6,000 pounds or more of cargo, which also is certificated so as to entitle Grantor to the benefits of Section 1110 of Title I I 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 1 hereto, together with any and all Parts which are either incorporated or installed in or attached to such Engine or required to be subject to the lien and security interest of this Mortgage in respect of such Engine, to the extent of the Grantor's ownership interest therein. "Event of Loss": any of the following events with respect to any property: (i) loss of such property or of the use thereof due to theft, disappearance, destruction, damage beyond repair or rendition of such property permanently unfit for normal use for any reason whatsoever; (ii) any damage to such property which results in an insurance settlement with respect to such property on the basis of a total loss; (iii) the condemnation, confiscation, seizure or hijacking of, or requisition of title to or use of, such property by private Persons or Governmental Authority or purported Governmental Authority, excluding, however, requisition for use by the United - 2 - 01199 50$61 30-5.066497 0072 SDNY_GM_02758756 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245678 EFTA01330141 SDNY GM 02758757 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245679 EFTA01330142 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. "EM": the United States Federal Aviation Administration, or any successor or replacement administration or governmental agency having the same or similar authority and responsibilities. "Governmental Authority": any federal, state, local or foreign governmental or regulatory entity (or department, agency, authority or political subdivision thereof) or any other judicial, public or statutory instrumentality, commission, tribunal, board, court or bureau. "Indemnified Liabilities": those liabilities as defined in Section 7.2 hereof. "International Interest": such interest as ascribed thereto in the Cape Town Convention. "International Registry": the International Registry of Mobile Assets located in Dublin, Ireland and established pursuant to the Cape Town Convention, along with any successor registry thereto. "International Registry Procedures": the official English language text of the procedures for the International Registry issued by the supervisory authority thereof pursuant to the Convention and the Aircraft Protocol, as the same may be amended or modified from time to time. "International Registry Regulations": the official English language text of the regulations for the International Registry issued by the supervisory authority thereof pursuant to the Convention and the Aircraft Protocol, as the same may be amended or modified from time to time. "Irrevocable De-Registration and Export Request Authorization" or "IDERA": such deregistration and authorization as provided under the Cape Town Convention and as provided in subsection 6.9 of this Mortgage. - 3 - CHI99 $01161304066497.0072 SDNY_GM_02758758 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245680 EFTA01330143 SDNYGM02758759 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 002456R1 EFTA01330144 "Lien": any mortgage, security deed, deal 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 are maintained on the books of the Grantor, in conformity with GAAP: (c) Liens in favor of Mortgagee; (d) Liens for taxes (i) not yet due or (ii) being diligently contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto are maintained on the books of the Grantor, in conformity with GAAP and which have no effect on the priority of Liens in favor of Mortgagee or the value of the assets in which Mortgagee has a Lien; (e) purchase money Liens securing purchase money indebtedness to the extent permitted under the Credit and Security Agreement and this Mortgage (and as such terms are defined in the Credit and Security Agreement); and (f) Liens specifically identified as Permitted Liens in the Credit and Security Agreement. "Proceeds": the meaning set forth therefor in the UCC, and shall include, without limitation, the meaning set forth therefor in the Credit and Security Agreement and whatever is receivable or received when any Airframe, Engine or Part is sold, exchanged, collected or otherwise disposed of, including, without limitation, all amounts payable or paid under insurance, requisition or other payments as the result of any loss (including an Event of Loss) or damage to such Airframe, Engine or Part. "Prospective International Interest": such interest ascribed thereto in the Cape Town Convention. "Replacement Engine" as defined in Section 4.11 hereof. CHI99 503613040664970072 SDNYGlvl02758760 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA ({)245682 EFTA01330145 SDNY_GM_02758761 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245683 EFTA01330146 "Tax" as defined in Section 4.3 hereto. "UCC" means the Uniform Commercial Code as the same may, from time to time be in effect in the State of New York; provided, that in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection or priority of, or remedies with respect to, Mortgagee's Lien on any Mortgage Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, the term "UCC" shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions of this Mortgage relating to such attachment, perfection, priority or remedies and for purposes of definitions related to such provisions; provided further, that to the extent that the term "UCC" is used to define any term herein and such term is defined differently in different Articles of the UCC, the definition of such term contained in Article 9 shall govern. SECTION 2 GRANTING CLAUSE Mortgage and Grant of Security Interest. To secure the due and prompt payment and performance of the Obligations of the Grantor at any time owing to the Mortgagee, the Grantor hereby assigns, mortgages, transfers and confirms unto the Mortgagee and hereby grants to the Mortgagee a first priority security interest, subject to no other Liens, in all right, title and interest of the Grantor in and to the following property, whether now owned or hereafter acquired (herein collectively called the "Mortgage Collateral"), and agrees that the foregoing, together with the other provisions of this Agreement, creates in favor of the Lender an International Interest in the Aircraft, as collateral security for the prompt and complete payment and performance when due of all the Obligations: (a) the Aircraft (including the Airframe and the Engines) and all replacements thereof and substitutions therefor to which the Grantor shall from time to time acquire title as provided herein, or any replacements or substitutions therefor, as provided in this Mortgage; (b) all logs, manuals, books, records (including, without limitation, maintenance, servicing, testing, modification and overhaul records) and other documents (including, without limitation, any logs, manuals, books, records and documents maintained in electronic form) relating to or otherwise concerning the Aircraft, the Airframe or any Engine (collectively, the "Records"), including without limitation, all Records required to be maintained by the FAA or any other governmental entity, domestic or foreign, having jurisdiction over the Grantor or the Aircraft, the Airframe or any Engine; (c) all policies of insurance (including, without limitation, any insurance policies required to be maintained by Grantor hereunder relating to the Aircraft, the Airframe and/or any Engine and all payments and proceeds and all rights to payment or compensation received or to be received under any such policies of insurance in respect of any loss or damage to and/or relating to or involving the Aircraft or any part thereof and all compensation and other payments of any kind with respect to the Aircraft, including, but not limited to the insurance required hereunder, under the Credit and Security Agreement and all payments and compensation and rights to payment and/or compensation in respect of any requisition, forfeiture, seizure, detention or other loss of title to or the use or possession of the Aircraft or any part thereof; - 5 - CHI99 7086130-3.066497.0072 SDNY_GM_02758762 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245684 EFTA01330147 SDNYGM02758763 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245685 EFTA01330148 (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). (c) (i) No International Interest or Prospective International Interest (other than that of Mortgagee) is registered with the International Registry with respect to the Aircraft; (ii) Grantor shall not consent to the registration of any International Interest or Prospective International Interest with respect to the Aircraft (other than any such interest registered in favor of Mortgagee); and (iii) Grantor has not executed an IDERA with respect to the Aircraft in favor of any person (other than Mortgagee) which has not been discharged and removed from the Civil Aircraft Registry in Oklahoma City, Oklahoma. SECTION 4 COVENANTS 4.1 Registration Maintenance and Operation. The Grantor, at its own cost and expense, will: (i) prior to mortgaging any Aircraft hereunder, (A) cause the Airframe included therein to be duly registered, and at all times thereafter to remain duly registered, in the name of the Grantor in accordance with the Act, (B) register, on the International Registry, its consent to the registration of the Mortgagee's International Interest created pursuant to this Mortgage and the other Loan Documents (including any Prospective International Interest) with respect thereto, (C) provide the Mortgagee reasonably satisfactory evidence that there are no International Interests or Prospective International Interests against the Aircraft which are prior and superior to the Lien of this Mortgage in favor of the Mortgagee; (ii) at all times cause to be maintained, CHI99 50861304.066497 C072 SDNYGlvl_02758764 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245686 EFTA01330149 SDNY_GM_02758765 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245687 EFTA01330150 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 peiiiiitted 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, CH199 5086130-5 066497 0071 SIDNYGlvl02758766 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245688 EFTA01330151 SONY GM 02758767 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245659 EFTA01330152 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. - 8 - 01199 5016130.5.066.97.0072 SDNY_GM_02758768 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245690 EFTA01330153 SDNY_GM_02758769 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245691 EFTA01330154 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(aX15Xc). 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) famish 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) famish 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 icspect to which such Event of Loss occurred from the lien and security interest of this Mortgage. For all purposes of this Mortgage, each Replacement Engine shall, after being subjected to the lien and security interest hereof, be deemed an "Engine" as defined herein and shall be deemed part of the same Aircraft as was the Engine replaced thereby. 4.12 Further Assurances. The Grantor at its expense will promptly and duly execute and deliver such documents and assurances and take such action as may be necessary, or as the Mortgagee may from time to time request, in order to more effectively carry out the intent and purpose of this Mortgage, to establish, protect and perfect the rights, remedies, liens and security interests created or intended to be created in favor of the Mortgagee hereunder and to comply - 9 - CHI99 S036130.5.066497 0372 SDNY_GM_02758770 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245692 EFTA01330155 SDNY GM 02758771 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245693 EFTA01330156 with the laws and regulations of the FAA and the requirements of the Cape Town Convention with respect any International Interest of the Mortgagee with respect to the Mortgage Collateral, including the Aircraft, or the laws and regulations of any of the various states or countries in which the Mortgage Collateral, including the Aircraft is or may fly over, operate in, or become located in or any other applicable law, including, without limitation, the execution, delivery and tiling of UCC financing and continuation statements with respect to the security interests created hereby, registration of any International Interest of the Mortgagee with respect to the Mortgage Collateral, including the Aircraft with the International Registry, in each case in form and substance satisfactory to the Mortgagee, in such jurisdictions as the Mortgagee may reasonably request. The Grantor hereby authorizes the Mortgagee to file any such statements without the signature of the Grantor to the extent permitted by applicable law. 4.13 Sale of Aircraft. Without the prior written consent of the Mortgagee, the Grantor shall not sell, transfer or otherwise dispose of any Mortgage Collateral, including any Aircraft or enter into any conditional sale, finance lease or any other agreement or arrangement which has the same legal effect as a sale (regardless of whether Grantor retains title to such Aircraft), except as provided in the Credit and Security Agreement. SECTION 5 RECEIPT, DISTRIBUTION AND APPLICATION OF INCOME 5.1 Application of Proceeds and Amounts Realized On Mortgage Collateral. Whether or not an Event of Default or Default shall have occurred and be continuing hereunder and/or under the Credit and Security Agreement, all payments and proceeds related to and arising from the Mortgage Collateral shall be paid to the Mortgagee and applied in accordance with the terms of the Credit and Security Agreement. SECTION 6 EVENTS OF DEFAULT AND REMEDIES 6.1 Remedies. If an Event of Default under the Credit and Security Agreement shall occur, the Mortgagee may, without notice of any kind to the Grantor, except as otherwise provided herein and to the extent permitted by law, carry out or enforce the actions or remedies provided in this Section 6 or elsewhere in this Mortgage, any applicable rights and remedies specified under the Cape Town Convention, and any rights and remedies otherwise available to a secured party under the UCC and/or the Uniform Commercial Code as in effect at the time in any applicable jurisdiction; provided, however, that such actions and remedies shall be in addition to, and not be deemed to limit, the remedies provided in any Security Document. 6.2 Possession of Mortgage Collateral. If an Event of Default under the Credit and Security Agreement shall occur and be continuing, the Mortgagee may, without notice, take possession of all or any part of the Mortgage Collateral, including the Aircraft and may exclude the Grantor, and all persons claiming under the Grantor, wholly or partly therefrom. In addition, the Mortgagee shall be entitled to exercise all of their respective rights and remedies as set forth in this Mortgage, under the Loan Documents, and at law with respect to the Mortgage Collateral. At the request of the Mortgagee, the Grantor shall promptly deliver or cause to be delivered to the Mortgagee or to whomsoever the Mortgagee shall designate, at such time or times and place - 10 - CHI99 $016130-5.066497.0072 SDNY_GM_02758772 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245694 EFTA01330157 SDNY GM 02758773 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245695 EFTA01330158 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 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 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. CH199 5086110-5 066497 C072 SDNYGM_02758774 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245696 EFTA01330159 SDNY GM 02758775 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245697 EFTA01330160 (c) The Mortgagee, to the extent permitted by law, may from time to time adjourn any sale under paragraph (aXi) above by announcement at the time and place appointed for such sale or for any adjournment thereof; and without further notice or publication, such sale be made at the time and place to which the same shall have been so adjourned. (d) Upon the completion of any sale under paragraph (aXi) above, full title and right of possession to the Mortgage Collateral, including the Aircraft so sold shall (subject to any retention of title by the Mortgagee as part of the terms of such sale) pass to the accepted purchaser forthwith upon the completion of such sale, and the Grantor shall deliver, in accordance with the instructions of the Mortgagee (including flying any Aircraft or causing the same to be flown to such airports in the continental United States as the Mortgagee may specify), such Mortgage Collateral so sold. If the Grantor shall for any reason fail to deliver such Mortgage Collateral, the Mortgagee shall have all of the rights granted by subsection 6.2 hereof. The Mortgagee is hereby irrevocably appointed the true and lawful attorney of the Grantor, in its name and stead, to make all necessary conveyances of any Mortgage Collateral so sold. Nevertheless, if so requested by the Mortgagee or by any purchaser, the Grantor shall confine any such sale or conveyance by executing and delivering all proper instruments of conveyance or releases as may be designated in any such request. 6.4 Waiver of Appraisement. etc. The Grantor agrees, to the fullest extent that it lawfully may, that it will not (and hereby irrevocably waives its right to) at any time plead, or claim the benefit or advantage of, any appraisement, valuation, stay, extension, moratorium or redemption law now or hereafter in force, in order to prevent or hinder the enforcement of this Mortgage or the absolute sale of the Mortgage Collateral. 6.5 Remedies Cumulative. No remedy herein conferred upon the Mortgagee is intended to be exclusive of any other remedy, but every such remedy shall be cumulative and shall be in addition to every other remedy herein conferred or now or hereafter existing in law. 6.6 Application of Proceeds. If an Event of Default shall have occurred and be continuing, the proceeds of any sale, lease or other disposition of all or any part of the Mortgage Collateral pursuant to this Mortgage and all other sums realized or held by the Mortgagee under this Mortgage or any proceedings hereunder shall be applied in accordance with the terms of the Credit and Security Agreement 6.7 Delay or Omission; Possession of Loan Certificates. (a) No delay or omission of the Mortgagee to exercise any right or remedy arising upon the happening of any Default or Event of Default shall impair any right or remedy or shall be construed to be a waiver of any such Default or Event of Default or an acquiescence therein; and every right and remedy given to the Mortgagee by this Section 6, the Loan Documents or by applicable law may be exercised from time to time and as often as may be deemed expedient by the Mortgagee. (b) All rights of action under this Mortgage may be enforced by the Mortgagee without the possession of the Notes or any other instrument or document evidencing any obligation or the production thereof in any proceeding. - 12 - CHM 5086130.5.066497.0072 SDNY_GM_02758776 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245698 EFTA01330161 SDNY_GM_02758777 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245699 EFTA01330162 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 1DEFtA 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 - CHIPi 5086130-5.066497.0072 SDNY_GM_02758778 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245700 EFTA01330163 SIDNYGM 02758779 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245701 EFTA01330164 any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Mortgage and any such other documents, and (d) to pay, indemnify, and hold the Mortgagee and each Lender harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Mortgage and any such other documents (all the foregoing, collectively, the "Indemnified Liabilities"), provided that the Grantor shall have no obligation hereunder with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of the Mortgagee. The agreements in this subsection 7.2 shall survive termination of the Credit and Security Agreement and satisfaction of the Obligations thereunder. 7.3 Reserved. 7.4 Notices. All notices, requests and demands to or upon the respective parties hereto to be effective shall be in writing or by facsimile and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made when delivered by hand, or four (4) business days after being deposited in the United States mail, certified or registered mail postage prepaid, or one (I) business day after being deposited with an overnight courier of national reputation, or upon receipt of confirmation of successful transmission with respect to any notice or communication sent via facsimile, to the addresses set forth in the Credit and Security Agreement. 7.5 Continuing Lien and Security Interest; Transfer; Release of Mortgage Collateral. Termination of Mortgage. (a) In addition to the other Security Documents, this Mortgage shall create a continuing lien and security interest in the Mortgage Collateral and shall (i) remain in 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 - ours) 5056' 3o-s.o6swoon SDNY_GM_02758780 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245702 EFTA01330165 SDNY GM 02758781 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245703 EFTA01330166 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. 1 - 15 - CH t99 3086130-5.0664, 7.0071 SDNY_GM_02758782 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245704 EFTA01330167 SDNY GM 02758783 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245705 EFTA01330168 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 C3I199 5086130-4.0664970072 By Name. Title: FO FINANCING, LLC By Name: Bret Wiener Title: Vice President SDNY_GM_02758784 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245706 EFTA01330169 SDNY GM 02758785 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245707 EFTA01330170 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 CHI99 50661304 066497.0072 SDNY_GM_02758786 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245708 EFTA01330171 SDNY_GM_02758787 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245709 EFTA01330172 Exhibit A Credit and Security Agreement (Not included for purposes of confidentiality.] CIII99 5086130-5.066497.0072 SDNY_GM_02758788 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245710 EFTA01330173 SDNY GM 02758789 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245711 EFTA01330174 Schedule 1 Aircraft: Airframe and Eno nes' Make I Model Reg. No. Serial No. Engine Make Engine Engine Serial Percent Model No. Owned' RAYTHEON AIRCRAFT COMPANY model 400A N787TA FtK-280 PRATT & WHITNEY CANADA JT15D-5 PCE-JA0287" 62.50% RAYTHEON AIRCRAFT COMPANY model 400A N787TA FtK-2130 PRATT & WHITNEY CANADA JT15D-5 PCE-JA0291" 62.50% of which ngmes is capable of or more of st or has 550 or more rated takeoff horsepower or the equivalent thereof. "Described as modern) 5D SERIES with serial numbers A0287 and JA0291 on the International Registry drop down menu. ***Aircraft used herein references Grantor's undivided 62.50% interest in the Aircraft and Engines. CH e9 4911636-2.066497.0363 SDNY_GM_02758790 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002457 I? EFTA01330175 vvici:com Alio vlic: ivtio Z0 Z Wd OZ 6001 NOIWILLSP;:11.1.4Y11081V VV.3 Hi:•Y 03113 SDNY_GM_02758791 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002457 I 3 EFTA01330176 DOCUMENT LEVEL ANNOTATIONS ORIG # 2270 RET'D TO M&T SS 032609 SDNY_GM_02758792 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245714 EFTA01330177 SDNY_GM_02758793 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245715 EFTA01330178 FORM MIMIOS) CM No MOM tAITIO IWU CO AMERICA OtINTIVENT CF IRNOIPOITO01:00 mow —a ommoommoomm meow somvica on AMORMT stOtsinanow APPUCATION CERT. ISSUE DOM MATEO OWES REGISTRCIOM MAWR ISIS 787TA AMMAR hiMAJPACIUMB A MGM Ravtheon Aircraft Corpanv 400A AMMO, WEAL No. RX-2€0 FOR FAA USE ONLY I TYPE OF ROMINIATION 'Oho* oco Y.) 0 t ININICSAO 0 2. Pulimahlp 0 3. CO1P01•0011 ek 4. CO-Ow040 I 5 0061. 0 B.Hgeabs. UWE OF APPUCANT (Pontral tam fo•AdditO0 01 arofirffigh 0 edherf. fra Imi Nom ost Tons led eX1X1 MS) 1.) Air Ghis1aine Inc. 6.25% of 100% • See Attachment (doled 3- 0- oq) 1130MONE NUMBER I ) ADORES* COMINFont 701SOO. 6X myttorra mix I Arial awns Moo ear.) NAST EE Mat 26180 Curtiss-Wright Pariaay Rae Rear SO So. OT' 'tic:trawl Heights EWE OH I BP COOS 44143 CI CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTIONI Road the following statement before signing this epplkallon. This portion MUST be completed. A lase or OS'n esel to Mr 011101.n e en to:c1e1lee ea, le rands 101 PX+11. 1010 bl r rataicenam NS. Coot Tao M. Sot CO) CERTIFICATION li CURIAE? Thof synonym III 00 moss Enda X 0111011 by ve lodenighbd opeslia locouting ompmerol of Bo UMW SIM. for vamp rut Oa An of tAmrse I or CNEO ONE AS APERONAFTE a 0 A moan S. en. Oen nic10MIKe (10.0. 1.151 or Fano .450 No . 0tAr.t....u.... Co1p00110. Orawal fird 620,9 bakes unlit IV late 01 (ARIA Deleaare . rm,...7'.7,811tMEtI3L4r9gitiftLIWOrmig".7ttrivrier bi — m That to F.Tron a rd nig4i0114 Weer 410 WWI Crt WV WOO may. am (3) That Ica enemas al vasty a Mfracfraci I Cole /00.1 ea. Oa Ceara A..e on ArITISIIMPOI. NOTE. II BumulEG lot 00-060WAND oil ItPcitantS rnfAI Ka UN) gown. SOO I BEONSary TM OR PRINT NAME MELON SIGNATURE IS ; ESA* TiltE Executive Vice Presi of Flight Options, EEC 3- - IS g III wilicc.?;./A Janes P. Minemu for Air Ghis1aine Inc i 1 SIGNATURE ME ORE NOTE Porta Naga of Om CortAcolo ot Ammo R•00.0010n. Iv acre. IN/ be pined bowed not a topmost/ ID on" dart. Nate law as ONX Cape OF the /001tatce PM/t/ be tamed •IN re scroll AC Rem 8050-I (903) (00S2S) SOW_GM_02758794 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFI'A_00245716 EFTA01330179 • • viloWil)10 A110 VWMV1)10 SS 01 WEI LI 88W 6004 ii9 NOW/U1Stf:A 13VIDUIV vvJ HUN nni3 SDNY_GM_02758795 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00245717 EFTA01330180 ATTACHMENT TO AIRCRAFT REGISTRATION APPLICATION Reg #: N787TA Model: Raytheon Aircraft Company 400A Sitkitt: RK-260 daled 3-0-D9 1.) 2.) 3.) 4.) S.) 6.) 7.) 8.) 9.) 10.) 11.) 12.) 13.) 14.) Name of Applicant: Owning an undivided Interest of: Address: GrandlSakwa Transportation, LLC 6.25% of 100% Shown on Original form hereto John P. Hayes 6.25% of 100% Shown on Original form hereto Elyton Properties, LLP 6.25% of 100% Shown on Original form hereto Plastipak Packaging, Inc. 12.50% of 100% Shown on Original form hereto Flight Options, LLC 62 50% of 100% Shown on Original form hereto Signatures: i JamesF. Miller Title: Date: Executive Vice President of Flight Options, LLC acting as Attorney-in-Fact for #2,3.4,5 Executive Vice President of Flight Options, LLC LLC for *6 3-17-09 By signing above, the applicant agrees and stipulates (I) to the terms, conditions and certification of the AC Form 8050-1 Aircraft Registration Application. to which this page is attached (the "Application"). (II) that all of the Information set forth on the Application is true and correct as of this dale. and (Ill) the Application may be executed by the co-owners by executing separate counterpart signature pages. each of 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_02758796 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245718 EFTA01330181 Ano tip ammo SS OI Wb LI Old 6002 tiouveisi&iu ldraaaly bbd !Lust 03-ild SDNY_GM_02758797 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245719 EFTA01330182 FORM APPROVED OMB N 2120-0042 • UNITED STATES OF AMERICA It MANE If Ran= MIR AMIN AMIIIIIIIMM AIRCRAFT BILL OF SALE Do In F Na Wolo OR FAA USE This Block E ONLY FOR AND IN CONSIDERATION OF S1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: . UNITED STATES REGISTRATION NUMBER N787TA AIRCRAFT MANUFACTURER 8 MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-260 DOES THIS )7T" DAY OF MAR ., 2009 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS. TITLE. AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: PURCHASER NAME AND ADDRESS (IF INDIVIDUAL (5). GIVE LAST NAME. FIRST NAME. AND MIDDLE INITIAL.) FLIGHT OPTIONS, LLC 6.25% OF 100% 26180 CURTISS-WRIGHT PARKWAY RICHMOND HTS., OH 44143 090761109019 $5.00 03/17/2009 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 )7" DAY OF MAR., 2009. SELLER NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) (IN INK) (IF CUTED FOR CO•OW R IP L MUST SIGN) TITLE (TYPED OR PRINTED) SHIEL AVIATION, LLC EXECUTIVE VICE PRESIDENT AMES P. MILLER OF FLIGHT OPTIONS, LLC ACTING AS ATTORNEY-INFACT FOR SHIEL 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 CO O O O O 0 0 a 3 tl 8 SDNY_GM_02758798 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245720 EFTA01330183 Vw01iV1k0 11)0 VW.•HV1A0 SS OI Wy /sr NHL16001 88 NOIIVHIS!1; .1.31780d1V - V1/1 NIL? 03713 SDNY_GM_02758799 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 0024572I EFTA01330184 FORM APPROVED OMB NO 2120-0002 UNITED STATES OF AMERICA IL S. IEPARTNINI If DMISIIIITAIMI Illek NAM ADMIIIMAIIIII AIRCRAFT BILL OF SALE DoFORNot FWnte In This AA USE O Block ONLY 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 N787TA AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-260 DOES THIS I m DAY OF MAR., 2009 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS. TITLE. AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: PURCHASER NAME AND ADDRESS (IF INDIVIDUAL (S). GIVE LAST NAME. FIRST NAME. AND MIDDLE INITIAL.) FLIGHT OPTIONS, LLC I2.50% 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 17TH OF MAR., 2009. SELLER NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) (IN INK) (IF EX D FOR CO-OWN S AL UST Snit) TITLE (TYPED OR PRINTED) MASON LAMPTON & EXECUTIVE VICE PRESIDENT B.H. HARDAWAY, III MES P. MILLER OF FLIGHT OPTIONS, LLC ACTING AS ATTORNEY-INFACT FOR MASON LAMPTON & B.H. HARDAWAY, III 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_02758800 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 (0 (0 O O 0 < 0 a N 01 tl 8 O EFTA 00245722 EFTA01330185 VII0i!ViNo A110 r. %{V1)10 SS OI WEI /I NW RE US NOLIMLSK::;d141, 8081V VVd it::// gnu SDNY_GM_02758801 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245723 EFTA01330186 FORM APPROVED OMB NO. 2120-0042 UNITED STATES OF AMERICA ILL ffPfflffelli ffTRAMPIIIMMII BERM MIMI MM IRMIIMII AIRCRAFT BILL OF SALE Do Write In This F Na OR FAA USE O Mock ONLY 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 N787TA AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-260 DOES THIS nm DAY OF MAR., 2009 HEREBY SELL, GRANT. TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS I IN AND TO SUCH AIRCRAFT UNTO: PURCHASER NAME AND ADDRESS (IF iNDMDUAL (S). GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL.) 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 try" OF MAR., 2009. SELLER NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) IN I ) (IF XECUTED FOR CO-0 H • . L MUST SIGN.) TITLE (TYPED OR PRIMED) PALISADES CAPITAL, EXECUTIVE VICE PRESIDENT LTD. AMES P. MILLER OF FLIGHT OPTIONS, LUX ACTING AS ATTORNEY-INFACT FOR PALISADES CAPITAL LTD. 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 02758802 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 0 0 0 8 a 3 la p!; O 8 EFTA_00245724 EFTA01330187 VIIONV1NO ALIO Vir T11510 SS OT Wd LT 884600Z aE 140111181c,!: .:11 13'14081V V111 1131Id SDNY_GM_02758803 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245725 EFTA01330188 FORM APPROVED OMB NO 2720-0042 UNITED STATES OF AMERICA IL S. rower If IUMMITAIVIN WM MIAMI momosmanui AIRCRAFT BILL OF SALE Do * Block F Not Write In TN OR FM USE ONLY 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 N787TA AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-260 DOES THIS 13Th DAY OF MAR., 2009 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: PURCHASER NAME AND ADDRESS (IF INDIVIDUAL (8). GIVE LAST NAME, FIRST NAME, AND MIDDLE ININAL ) FLIGHT OPTIONS, LLC 6.25% OF 100% 26180 CURT1SS-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 13TH DAY OF MAR., 2009. SELLER NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) (IN INK) IF EXECUTED FOR CO- ALL MUST SIGN.) TITLE (TYPED OR PRINTED) GY FLIGHT PARTNERS, EXECUTIVE VICE PRESIDENT LLC JAMES P. MILLER OF FLIGHT OPTIONS. Liz ACTING AS ATTORNEY-INFACT FOR CY FLIGHT PARTNERS. LLC ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FM RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition SDNY_GM_02758804 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 O O La 0 0 q A a 3 o p N EFTA_00245726 EFTA01330189 VH0i011)10 1,110 Vig' iV1NO SS OT Lib LT 0961 NOIIVILLMA lirdOUIT vvi Hin '13114 SDNY_GM_02758805 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245727 EFTA01330190 SORIA API 4W OUS Ma MOM VOTED STATES Of AMERICA OEPARnaNT CIF TRAmssioRrAnOR Rea Menai AoseiniaioliaO AIMBLUTICAL CERT. ISSUE DATE /1O144i• Cfl AIRCRAFT FOOSIAATION APPUCATION UNRIO STATES II REISSITUEON MANOR Ii 7R7TA NRCRAFT MANUFACTIMER • MOM rti 'I ' • M rcra f t Correa/ Arai AX-260 FOR FM USE ONLY TYPE OF REOISTRATIEN (Ora tee fat 0 I. MOMtlial 0 E. PatboonSTP 0 a Onallion 15 4. Co-owner 0 S. Gail . CI A /.'" an " WYE CO APPUCANT (Peom($ Ian al ~op a atoms. ii Vet4u4. pa So rem Int not AM wirkle ~I 1.) Air Ghislaine Inc. 6.25% of 100% illi (See Attadrent dike! i - 30 - 0R) MAPHONE t•WOOt I ) ACMES Mowed nag Sae tat Ent Nolan MOONY P.O. SCOT SION. phyolal *MOO mon as be oboe ) d/O: night Options LW matt 4rd est 26183 Cirticcitright Malay Rai MN: PO to CRY Richtaxl Heights STATE OH DP COOS 44143 0 CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE Of ADDRESS ATTENTION! Rad the following statement before signing this application. This portion MUST be completed. A Oise a exam irena lo sty *Aston o re *miaow, Ty to atovis t prostrmat Of O oveeratol (US CoM On II. So Eon 9 CERTIFICATION n) Tap "wawa emw ono, b• the ~eyes we • • ••••• ova* onaelOwl ate Liras Soma rya are but he name is $.d CHECK ONE AS OPPSONUATE • 0 Annan sion. ye a imam crow ..w a PTO 1441) le Delaware . al A weans toponwon assts WO S* haw undo, VS Wel 01 COMO_ 4.„,,,,Ns af triartateSnineritity nit ilferit Iff:`:171"2141.1r ' 0) Ma r• Sea • "a ••••••*1 !Ode •• len 0 sty low county sod a TWA Ws 4.4ira al cmoinhp .6 allect44 a km Wm lad sir, r* Nen A..40/..,4-entraten NOTE. E tataned lot coonTanlic ail app calls must ear Use rears. two• ri neoessarT TYPE OR PRINT NAME SIGNATURE Ili 8 x III i kil mu Executive Vice Presider of nicht Ciptlas. LW °E i —80 - 01 "at acting as Attcrney - Infor Air Ghislaine Inc. Piet dares P. Miller norm TRUI SCE IC Pena, MAO O Po Canlic•• 0 Ann. INegiolon. Pr eat my a epsoilO Is • pogo ealnilleited 10 Orto •••• •Nto Wo• PO PIPS copy 0 Po MVOS. — to co*, a w flask Ern 5050-I (5on) 10052-00125907/1 SDNY_CM_02758806 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00245728 EFTA01330191 • • v:•:mvivo 6I Et bid OC ionula 0311,! SDNY_GM_02758807 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00245729 EFTA01330192 ATTACHMENT TO AIRCRAFT REGISTRATION APPLICATION etetfra 1.) 2.) 3.) 4.) 5.) 6.) 7.) 8.) 9.) 10.) 11.) 12.) 13.) 14.) Reg ft: Model: S/N#. Name of Applicant: N787TA Address: Raytheon Aircraft Company 400A RK-260 Owning an undivided Interest of: Grand/Sakwa Transportation, LLC 6.25% of 100% Shown on Original form hereto John P. Hayes 6.25% of 100% Shown on Original form hereto Palisades Capital, Ltd 6.25% of 100% Shown on Original form hereto Elyton Properties, LLP 6.25% of 100% Shown on Original form hereto Plastipak Packaging, Inc. 12.50% of 100% Shown on Original form hereto GY Flight Partners, LLC 6.25% of 100% Shown on Original form hereto Shiel Aviation, LLC 6.25% of 100% Shown on Original form hereto Mason Lampton & B. H. Hardaway, III 12.50% of 100% Shown on Original form hereto Flight Options, LLC 31.25% of 100% Shown on Original form hereto Signatures AVMS MAP. Net James P. Miller Title: Date: Executive Vice President of Flight Options, LLC acting as Attorney-in-Fact for #2.3.4,5,6.7,8,9 Executive Vice President of Flight Options, LLC LLC for #10 1-so-061 1-301)9 By signing above, the applicant agrees and stipulates (I) to the turns, conditions and certification of the AC Form 8050-1 Aircraft Registration Application, to which this page is attached (the "Application, (II) that al of the information set forth on the Application is true and curled 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 delvered shall be an original, but al such counterparts shall together constitute but one and the same application. SDNY_GM_02758808 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245730 EFTA01330193 SDNY_GM_02758809 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245731 EFTA01330194 FORM APPROVED OMB NO. 2120-0042 UNITED STATES OF AMERICA a S. BEPAMMIXT Of TUJIMMTAMN HIM AWN AMINIMUM AIRCRAFT BILL OF SALE Do This F Not Write In OR FAA USE Block ONLY 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 N787TA AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-260 DOES THIS 2e DAY OF JAN., 2009 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: PURCHASER NAME AND ADDRESS (IF INDIVIDUAL IS), Gn/E LAST NAME, FIRST NAME. AND MIDDLE INITIAL.) FLIGHT OPTIONS, LLC 6.25% OF 100% 26180 CURTISS-WRIGHT PARKWAY RICHMOND HTS., OH 44143 090301240097 $5.00 01/30/2009 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 26TH OF JAN., 2009. SELLER NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) (IN INK) (IF EXECUTED FOR CO-OW ER . ALL MUST SIGN.) TITLE (TYPED OR PRINTED) PARSOW MANAGEMENT EXECUTIVE VICE PRESIDENT II, LLC, RUSS TRADING, JAMES P. MILLER OF FLIGHT OPTIONS. LIE INC. AND TAURUS ACTING AS ATTORNEY-INCAPITAL MANAGEMENT, FACT FOR PARSOW LLC MANAGEMENT II, LLC, RUSS TRADING, INC. AND TAURUS CAPITAL. MANAGEMENT, 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 0 O O O 0 a 0 a r-g" C a y r SDNY_GM_02758810 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245732 EFTA01330195 '7)io Alioylya ,froico GI ZI idd oc etv SDNY_GM_02758811 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245733 EFTA01330196 to 8 LOAN a (For use on deals drawn under the September I, 2003, Agreement) FAA RELEASE COLLATERAL 3 0 Raytheon Aircraft Company Model 400A Manufacturer's Serial No. RR-260 Registration No. N787TA a Engine Make and ModelPratt & Whitney JT1 50-5 Engine Serial Nos. 1A02R7 and lAn7A9 Propeller Make and Model N/A Propeller Serial Nos. N/A The undersigned, assignee of the interest of Raytheon Aircraft Credit Corporation, Secured Party under the Security Agreement dated July 13 2001 with Bergen Industries, Inc. as Debtor, recorded by the Federal Aviation Administration on August 22 2001 , as Conveyance No. eiG025107* which was assigned to the undersigned pursuant to the FAA Assignment dated as of September 22 2003 recorded by the FAA on October A, 2003 as Conveyance No. FF001M9 hereby releases all of its interest in the collateral covered by said Security Agreement, as amended and assigned. Dated this IS day of January 2009 BANK OF AMERICA, NATIONAL ASSOCIATION AS ADMIN S TIVE AGENT By: athleen M. Carry, Vicq resident BA0179 The undersigned assignors hereby release all of their interest, if any, in the collateral covered by the Security Agreement described above. Dated this .5 day of January 2009 Raytheon Aircraft Raytheon Aircraft Receivables Corporation Credit Corporation BY: NarnAF472(Nisiim/ BYName. 1°A Arat- /4,44,"/ Title:raskadcSata Title: £w,.4ae/r Mrpoer. This Release shall consist of this one page only, with no schedules, appendices or similar attachments attached he-eto *FM Assignments dated July 13,; 2001, recorded August 22, 2001, as. 'Cony. No. 00025107 between. Raytheon Aircraft Credit Corporation and Raytheon Aircraft Receivables Corporation ("RARC') and further assigned from RARC to Rank of America, National' Association, as Administrative Agent, and oy an Assumption Agreement by.Bergen Industries, Inc. to Bergen Southwest Steel, Inc. dated 12/12/01, recorded 3/7/02 as Conveyance Number HI4031339. General Aviation Receivables Corporation By: 74-sz-n---- Name: , tet e:ar SDNY_GM_02758812 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245734 EFTA01330197 0 WO V' MTV° h B WU hi Ne 6002 88 1.31:00/IIV vyi 143:v tialla SONY_GM_02758813 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245735 EFTA01330198 DOCUMENT LEVEL ANNOTATIONS See Recorded Conveyance GG025107 C008 pg 1 SDNY_GM_02758814 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245736 EFTA01330199 SONY_GM_02758815 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245737 EFTA01330200 FORM all) CNN NA MOSS LOOTED STATES OF MIEPICA DEPARTMENT Of TRANSPORTATIEN CERT. ISSUE DATE a ante alleNTIMPIONal Rae alleNTCAL COMA ins! 111.01111.411001 APPLICATION wino suns LI FE HUMERI\ 787TA A avy mmusocents• MOOS Ai act Ann rni ar PA .. Fd(-260 FOR FM USE ONLY TYPE OF REOSTRATION P.M Ere Wel O T. INTINIOUSI O 2. PetTAININO O J. Onoraben els. Coma O 6. Goat O 0.1.0 •010" NAME OF APPLICANT INnorysi /noon Co Man* Cl OsTrINA N AS S. Mins& NM Ire. ITPT Nee swan 1.) Air Ghislaine, Inc. 6.25% of 100/ OCSee Attactrent ded_td 1) Id eel ) IIIILIPIONE MOW I I Pala ralivi nes SON IN pridirmi is P L 0 BOX* oat physNI AMMO nal Map be &Wen) CM: ght %/tam W Nam SW MAI 26180 Curtiss-Wight ParkwaY Nal RAM. PO to WY STATE OH ZIP CODE Ri1JNIniJ Heights 44143 0 CHECK HERE W YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! And Me following statement talon signing this application. That portion MUST be completed. A Wee a 61040.401 cow b es, cpippospe, 70 appeason ow b. Plod, tr pmeemert by in. are 'Or nreereee NI CAS. The It Ss. COI • CERTIFICATION 0, no Ow meow snot I. pons ty to oraragrold ranceon. ore il a Maw (alai IOW_N3 UM Unto] PAW !For ,CAW AlA. Errs rose el mm em I or CHEOl ONE AS APPROPINATE • CI A reeldeet aal set Sion msopfnlon (Pa. I.IN or Form ION) No — ... Delatsaire- to A A roroOkan COrporston coprand ma 0:04) bars 100111 0 nen 0 SO — - Wei we's2628YetttlIfilrhahellt”?‘"dttltiftg'.74ORTI413°'`" NIONNINI PI CO NM Po iinnfterol spsoloostl war 110 ISM 0 I WV lailir CO•nry. Erb (24 Pei ITO Warlorce ol *epee 1* ~Too of Ns ANA ANd own Po Non *oaten Admenselp NOTE II OTODAIPS lOr 0)-Orolerthip all wawa muN sign Liss reverse Wan noCintary. TYPE OR PRINT SIGNATURE ill B a ill i ig 5/ONATURE TITLE ExectitiVe ;Ike PresIcierre" of nirt Options, LLC tIlliolk E Janes P. Rifler uniacting AS Atterney-In-Fitti far Air Ghislaine,Inc. SIGNATURE WILE SA DATE NOTE Ponctro mono tO Po Conga. al AMY Reyna We Niael may to own*, bra pored ea or word ID dem Sows *AO CAM Pr Pia CAR of PM ItitaIsto sue bs wool or as YOM. AC FP" 8050-1 (1103) (02014214(07l O SDNY_GM_02758816 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00245738 EFTA01330201 • • vvici.110 ALID r •Ivil0 £ lad £Z NOP SSZ. ttelretat,..: tinlowv VIA it: I. SDNY_GM_027581317 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA 00245739 EFTA01330202 ATTACHMENT TO AIRCRAFT REGISIRATION APPLICATION oco-ea tslock 1.) 2.) 3.) 4.) 5.) 6.) 7.) 8.) 9.) 10.) 11.) 12.) 13.) 14.) Reg #: N787TA Address: Model: Raytheon Aircraft Company 400A S/N#: RK-260 Owning an undivided Name of Applicant: Interest of: GrandlSakwa Transportation, LLC 6.25% of 100% Shown on Original form hereto John P. Hayes 6.25% of 100% Shown on Original form hereto Palisades Capital, Ltd 6.25% of 100% Shown on Original form hereto -Mien.-Gelgtefra-e" El3fon ifoperKis,f-t-P 6.25% of 100% Shown on Original form hereto Parsow Management II, LLC, Russ Trading, Inc. & Taurus Capital Management, LLC 6.25% of 100% Shown on Original form hereto Plastipak Packaging, Inc. 12.50% of 100% Shown on Original form hereto GY Flight Partners, LLC 6.25% of 100% Shown on Original form hereto Stile! Aviation, LLC 6.25% of 100% Shown on Original form hereto Mason Lampton & B. H. Hardaway, III 12.50% of 100% Shown on Original form hereto Flight Options, LLC 25.00% of 100% Shown on Original form hereto Signatures: Title: Date. Executive Vice President of Flight Options. LLC acting as Attorney-in-Fact for #2.3.4,5,6,7.8.9.10 Executive Vice President of Flight Options, LLC LLC for #11 111114fi By signing above, the applicant agrees and stipulates (I) to the terms, conditions and certification of the AC Form 8050-1 Aecraft Registration Application. to which this page is attached (the 'Application'). (It) that all of the information sel forth on the Application is true and currect as of this date, ending 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 orginat. but all such counterparts shall together constitute but one and the same application. SDNY_GM_02Tsasta SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245740 EFTA01330203 VI1C.,!DIU ..1.1f.6 VI ,IV1)10 LC C Wd EI Ntir ECJd SDNY_GM_02758819 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245741 EFTA01330204 FORM APPROVED OMB NO 21200042 UNITED STATES OF AMERICA US. DEPARTMINT OF MANSPIRTAIIIN FEDERAL AMIN ADMINISTRATION AIRCRAFT BILL OF SALE Do FOR FAA As USE O Not W In This Block ONLY 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 N787TA AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-260 • DOES THIS S T" DAY OF :144., 20041 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: PURCHASER NAME AND ADDRESS (IF INDIVIDUAL (S). GIVE LAST NAME, FIRST NAME. AND MIDDLE INITIAL.) FLIGHT OPTIONS, LLC 6.25% OF 100% 26180 CURTISS-WRIGHT PARKWAY RICHMOND HIS., OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS. ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 1ST" OF ,SAIL,2oo et w A tu co NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) (IN I (IF EXECUTED FOR . ALL MUST SIGN.) TITLE (TYPED OR PRINTED) BERGEN SOUTHWEST EXECUTIVE VICE PRESIDENT STEEL, INC. JAMES P. MILLER OF FLIGHT onions, LLc ACTING AS ATTORNEY-INFACT FOR BERGEN SOUTHWEST STEEL INC. ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FM RECORDING' HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) 090131542261 56.00 01113/2009 ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition SDNY_GM_02 758820 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 3 a 0 :7 y r EFTA 00245742 EFTA01330205 VSIC. -1NO Kl10 V; ::V1N0 LC C Wd CI MY 6002 VVA SDNY_GM_02758821 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245743 EFTA01330206 il O O N N C) CP FAA PARTIAL RELEASE a 0 0 < 0 FO Financing, LLC (the "Secured Party") as secured party under the Security Agreement 0 3 0 described and defined on Exhibit A attached hereto, hereby releases from the terms of the 0 Security Agreement all of its right, title and interest in and to the Releases Aircraft 0 m Interest described and defined on Exhibit A attached hereto. 8 a 0 As to all collateral covered by the Security Agreement except the Released Aircraft 0 Interest, the Security Agreement shall remain in full force and effect. & O Dated this yi h day of December - , 2008. § O 1 FO Financing, LLC "o — Je------ F 1) By: 3 T Name: Bret Wiener Title: Vice President SDNY_GM_02758822 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245744 EFTA01330207 SDNY_GM_02758823 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245745 EFTA01330208 EXHIBIT A FAA RELEASE Security Agreement Aircraft Security Agreement dated 12.07-2007 between FO Financing, LLC as secured party and Flight Options, LLC as debtor, recorded by the Federal Aviation Administration on 01-24-2008 as conveyance number 1083585 . Aircraft Security Agreement dated 12-07-2007 between FO Financing, LLC as secured party and Flight Options, LLC as debtor, recorded by the Federal Aviation Administration on 01-24-2008 as conveyance number 1083586 . Released Aircraft Interest Twelve and one-half percent (12.50%) undivided interest (representing a partial interest conveyed to Flight Options, LLC) in and to the aircraft described below (the "Released Aircraft Interest"). Aircraft One (I) Raytheon Aircraft Company 400A bearing manufacturer's serial number RK-260 and United States Registration Number N787TA, together with two (2) Pratt & Whitney Canada JT15D5 aircraft engines bearing manufacturer's serial numbers PCE-JA0287 and PCE-JA0291 (collectively the "Aircraft"). SDNY_GM_02758824 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245746 EFTA01330209 • vfriourno A1!0 veyoritrixo E Lid h 030 lee 88 U011n1S11:in lin nrd 03114 313117 • SDNY_GM_02758825 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245747 EFTA01330210 DOCUMENT LEVEL ANNOTATIONS see conveyance # T083585 doc id (7333, pg 47) etal SDNY_GM_02758826 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245748 EFTA01330211 SDNY_GM_02758827 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245749 EFTA01330212 ram. APPROVED CRS zzo0042 (Mini STATES Or AMERICA DEPARTMENT OF TRAMPORTAnal MOM NAME ADIntimammat WOO. Abeneumma. corm AOICRAFT REGISTRAIIC•4 APOUCATION CERT ISSUE DATE UNITED STATES u acatraanoN taw 11 787TA at; MIEWCTURER 4 MOOTI. Raytheon Aircraft Ccupany 400A AftRAFT SERIAL Pb FE-260 FOR FAA USE ONLY TYRE OF IIECISS1R010110OR me MO • ' _,X C. I. IntlYcluld O 2. Powoniip ID 3. GO/POIOTO0 BI P cowry CEA GOA 'OILPlisall" oM NAME OF AFFIX/YR (Pencenal Imo we sIdemeolomMTP.E•MMAL INV Ant Fa THI Tam w4 Sol man 1.) Air Chislaine, Inc. 6.25% of 100% filtSee Attachreit ctik34/.ea Lir 14.--010 TELEPHONE MASER. I / ADDRESS Inernow• mew OdOme kepnronetralir EIRE lo toed. ORME MM. awl olo0 to SMOIT C/O: 26180 artiss-Wright Partway Mote it0 OW Rem Ma PO. Ilko: OTT Rialto:I Heights KM OH ZIP COCO 44143 a CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION? Read the following staternenl before signing this application. This portion MUST be completsd. A Ism or mamma asps to ant ottoloa a Oa appaton non to gnmen '0, punernen by on.10tOWII (HS Cava. TM ut S.C. HOH III CERTIFICATION ME CERTIFY PI TM MI OT. eicrOI 0 mood wino.noroows 'Wow ow °wen Hwang awcwo.0 ol t.Wed Woo fa amrs tw, ow ...wool man A CHICK WE AS APPROPOSATE• • 0 A ordeal aim age Am mdinklem am 1.15 of Fenn 1.541) NO o El A wroolos Popmaka ownws w WI% Para Wog To two of tow DelaWare n ad716feraitriglirfght PILIMMeideltrfer.rOW.441,150 tit cents to Mal a ad ngolonen tans to Ms of my boor matt aro CO Tlwo NW Wow el wonNA l• OR M, ot Me Om Ind oda IN nods* Mom Mentatrom • NOTE: II Oz*Cal for co-ownershp NI wacento IMO ger. Um reverse ewe r neceseatv TYPE OR SWINT SIGNATURE fli i 8 I I l l Toll txecutive Yice PresideeeATE of Flight Options, LLC ((-14:—Cir P. Miller TITLIacting•as Attorney-In-Pke for Air Chislaine, Inc. Iowa TIRE .*' ( DM NOTE ?.Map meNd S PS C.s S Armin INININdbl. IMIRIIII .4 12li OPIRIM In ROM MI A Iloono et SO —. Ono arty ma MERE Roy 0 OE MOM? E0 NMI tnIFFINIOn In MOMS AC Fain ICE01 (5103) (0:62-00404007) tif ; Ash '1 • g • ' SDNY_GIN_02758828 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00245750 EFTA01330213 • • VH01O1)10 LLI0 VW0HViN0 Oh T Wd hi (ION 8002 2 NOliVILIS1038 ' VVJ 14111A 0311:1 SDNY_GM_02758829 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00245751 EFTA01330214 ATTACHMENT TO AIRCRAFT REG4STFIATITo e APPLICATION Akall 1.) 2.) 3.) 4.) 5.) 6.) 7.) 8.) 9.) 10.) 11.) 12 ) 13.) 14.) Reg ft Model: SiNI: Name of Applicant: N787TA Address: Raytheon Aircraft Company 400A RK-260 Owning an undivided Interest of: Bergen Southwest Steel, Inc. 6.25% of 100% Shown on Original form hereto GrandlSakwa Transportation, LLC 6.25% of 100% Shown on Original form hereto John P. Hayes 6.25% of 100% Shown on Original form hereto Palisades Capital, Ltd 6.25% of 100% Shown on Original form hereto Elyton Properties, LLP 6.25% of 100% Shown on Original form hereto Parsow Management II, LLC, Russ Trading, Inc. 8 Taurus Capital Management, LLC 6.25% of 100% Shown on Original form hereto Plastipak Packaging, Inc. 12.50% of 100% Shown on Original form hereto GY Flight Partners, LLC 6.25% of 100% Shown on Original form hereto Shiel Aviation, LLC 6.25% of 100% Shown on Original form hereto Mason Lampton & B. H. Hardaway, III 12.50% of 100% Shown on Original form hereto Flight Options, LLC 18.75% of 100% Shown on Original form hereto Signatures. Title: Date: Executive Vice President of Flight Options, LLC acting as Attorney-in-Fact for #2.3,4.5.6.7.8.9.10.11 Executive Vice President of Flight Options, LLC LLC for #12 By signing above, the applicant agrees and stipulates (I) to the terms, conditions and certification of the AC Form $050.1 ArrUalt Registration Application. to welch this page is attached (tM 'Application"), (II) that all of the information set forth on the Application is true and correct as of this date, and (Ill) the Application may be executed by the co-owners by executing separate counterpart signature pages. each of which when so executed and delivered shall be an original, but aN such counterparts shall together constitute but one and the same application. SDNY_GM_02758830 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245752 EFTA01330215 VV101P11NO All0 V1040HV-INO Oh I Wd hi RON SIR yfl NOILVILLS10313 linif91, ? SDNY_GM_02758831 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA _00245753 EFTA01330216 FORM APPROVED OMB NO 2120-0042 UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N787TA AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-260 DOES THIS 12Th DAY OF NOV., 2008 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 (IF iNDMDUAL (S), GIVE LAST NAME. FIRST NAME. AND MIDDLE INITIAL.) FLIGHT OPTIONS, LLC 6.25% OF 100% 26180 CURTISS-WRIGHT PARKWAY RICHMOND HTS., OH 44143 083191348633 $5.00 11/14/2008 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 12Th OF NOV., 2008. NAME (S) OF SELLER SIGNATURE (S) TITLE CC J (0) (TYPED OR PRINTED) ON Nichol XECUTEO FOR CO- O;1.- IP. ALL MUST SIGN.) (TYPED OR PRINTED) MISSOE CAPITAL, LLC EXECUTIVE VICE PRESIDENT JAMES P. MILLER OF FLIGHT OPTIONS. LLC ACTING AS ATTORNEY-INFACT FOR MISSOE CAPITAL LLC ACKNOWLEDGEMENT (NOT REQUIREDFOR PURPOSES OF FM RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition SONY_GM_02 758832 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245754 EFTA01330217 VINOHV1NO Ain VHONV1NO Oh t Wd hi RON 2!E 4oliviiisi0.38 1 VI/4141M 031'4 2 SDNY_GM_02758833 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245755 EFTA01330218 FOR.. APPPOtE0 ONE No Pia30042 UNITED STATES OF AMERICA DEPARThett Of TRANSPORWCOI FIRMA - allIMINATICAL CERT ISSUE DATE atfillarilera MONNOTEY Oral NRORAFT REGRAW. APPUCATKIN UNITED STATES ai n m 787TA REGIS TRATION Nag AIRCRAFT IMMACTURCA II mom Raytheon Aircraft Calvary 400A aiStvitr".. FOR FM USE ONLY WOE Of REOSTREFION Oa ore SR) O 1. IndIAdual O 2. Partnerlilp [Item:gram is. Coowner CI S. Govt O II .16' 474." NMI OF APPLICANT PAWN pp.. 0, Reno 0 Lent, 11 sees. rii NO en Int FeRF. Rd Rao FOS I 1.) Air Ghislaine, Inc. 6.25% of 1CO% 0 (5, Attachtent clakel IO-30-01) TELEPHONE WADER 1 / PEONES Orr s oft 10" . lg. pritartmidersP tee . Let triad MOM .Na dm In / 26183 Cartiss - Wrislit Parbay Nimbi. Rd Sot Plan /la PO Ear OTY RiCilard Heights CH 121P MCC 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 e a Mona wow, to mt 0.03101 ,t, MO pookawa mot b. orooCs to Cooshrthre o, rine UM' or orrscroroto WS CROW ld Ta Sac '00O CERTIFICATION . CERTIFY II) That Rs stow NAM a owed b1 MO faldnat.00 •00•00‘ .we 0 • °U.° ONT-RN cONTROWS al Oa WIPP SRNs pad Trig OW pa Awe* et own I. or 0401 ONE AS APPRCORLATE • CI A man fir. we as ANistrian (Form 1.151 Or FOrm 1.SSII NO 0 55 A ma/saw cappolon names W ON. Raw war en M of moo _PPINaRrR InTOofion " " " TO SZLIZ tiga441 . " . 4.70C7 1 , 1 ttrAVI itCsl". , 'TA WV 121 MR IT• ANNA s noT means urger ON Noy cl sty boor otantry 6-a 131 Thii Nosi ••••••• of ousrlbp attached ot Poe es cud he trt• Nan keaton Aommmatw NOTE: If ONTOARI /Or 03-0•^R3NP NI TCRICWITS MST Ser. Use) wawa lade e receSeafT TYPE OR PREY!' NAPA ELOW SIGNATURE fig b III i it SOS re TIM Executive Vice Presided4ETe of Flight Options, LLC 10-3 0 - 02 Janes P. Miller n u acting as Attomey - Im for Air thislaine, Inc. KM SKINATURE ME I pads NOTE Neap Now al Oto Coa4:06 S Faddi Ralsomice. OS Sail Roy bo Apia! • • NNW rot io ROHN 0 20 SR. OARS *Nth Imo WO RNA copy cr On 1000air IRIS tri red IA ONO OMR. PC FEE 9:604 WOO ft052OXI2140011 SDNY_GM_02758834 3 0 0 0 co T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00245756 EFTA01330219 • • YWOHY1)10 WION111340 OS I bid OE 130 ONZ 1*.e. NOIMI.I.S1338 1311HOWY 111, 4 14.1.1A1 03114 SDNY_GM_02758835 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00245757 EFTA01330220 ATTACHMENT TO AIRCRAFT REGIITFtAilii:GN3O-O7 APPLICATION 1.) 2.) 3.) 4.) 5.) 6.) 7.) 8.) 9.) 10.) 11.) 12.) 1.3.) 14.) Reg #: Model S/NOI. Name of Applicant: N787TA Address: Raytheon Aircraft Company 400A RK-260 Owning an undivided Interest of: Bergen Southwest Steel, Inc. 6.25% of 100% Shown on Original form hereto Grand!Sakwa Transportation, LLC 6.25% of 100% Shown on Original form hereto John P. Hayes 6.25% of 100% Shown on Original form hereto Palisades Capital, Ltd 6.25% of 100% Shown on Original form hereto Missoe Capital, LLC 6.25% of 100% Shown on Original form hereto Elyton Properties, LLP 6.25% of 100% Shown on Original form hereto Parsow Management II, LLC, Russ Trading, Inc. & Taurus Capital Management, LLC 6.25% of 100% Shown on Original form hereto Plastipak Packaging, Inc. 12.50% of 100% Shown on Original form hereto GY Flight Partners, LLC 6.25% of 100% Shown on Original form hereto Shiel Aviation, LLC 6.25% of 100% Shown on Original form hereto Mason Lampton & B. H. Hardaway, Ill 12.50% of 100% Shown on Original form hereto Flight Options, LLC 12.50% of 100% Shown on Original form hereto Signatures: Title: Date. Executive Vice President of Flight Options. LLC acting as Attorney-in-Fact for #2.3,4,5,6.7.8.9.10.11.12 Executive Vice President of Flight Options, LLC LLC for #13 0 -3o-og 1 0-3o-cg ey signing above the appacam agrees and stipulates (I) to the terms. cenditions and certification of the AC Form 8050-1 Aircraft Registration ApplicatiOn, 10 which this page rs attached (the 'Application"). (II) that all of the information set forth on the Application is true and correct as of this date. and gig the Application may be executed by the co-owners by executing separate counterpart signature pages. each of vetch when so executed and delivered rhea be an original, but al such counterparts shall together constitute but one and the same application. SDNY_GM_02758836 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245758 EFTA01330221 ThOtiV1M0 Alto VkiNiV1M0 03 I idd OE 130 800? . SiO3ff 4V8)• • ti Vi twits a7j*/// di; SDNY_GM_02758837 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245759 EFTA01330222 DOCUMENT LEVEL ANNOTATIONS Type of registration corrected to non-citizen co-owner. SDNY_GM_02758838 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245760 EFTA01330223 SONY_GM_02758839 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245761 EFTA01330224 FORM APPROVED OMB NO 2/20-0042 UNITED STATES OF II S. OfPARTIATNT OF TRANSPORTATION BERM AIRCRAFT BILL AMERICA AVIATION ADMINISTRATION OF SALE Wnte TM F Do Not OR FAA In USE O Block ONLY FOR AND IN CONSIDERATION UNDERSIGNED OWNER(S) AND BENEFICIAL TITLE OF CRIBED AS FOLLOWS: OF $1.00 ovc THE OF THE FULL LEGAL THE AIRCRAFT DES- . UNITED STATES REGISTRATION NUMBER N787TA AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-260 DOES THIS 27T" DAY OF OCT., 2008 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: PURCHASER NAME AND ADDRESS (IF INDMDUAL (5). GIVE LAST WJAE, FIRST NAME. AND MIDDLE INITIAL.) 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 OCT., 2008. cc w -I W JAMES 0 NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) (IN INK) (IF EXECUTED FOR C IP, ALL MUST SIGN.) TITLE (TYPED OR PRINTED) MEADOW AIR, LLC EXECUTIVE VICE PRESIDENT P. MILLER OF FLIGHT OPTIONS. LLC ACTING AS ATTORNEY-INFACT FOR MEADOW AIR, LLC 083041419427 r .00 10/30/2008 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_02758840 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245762 EFTA01330225 VimiCNI11:40 A110 ViS0Hr1)10 0; i ttla 0£ 130 900? ,.?:idous133a idvaaiv VVi iiiIM 03113 SDNY_GM_02758841 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245763 EFTA01330226 PORTA APPROVED CY Ha 240404 WITCO STATES OF MERCA DEPARIMENT OF TRAMPORTICIX04 PIDIPaL Ara rosroaditaral 10•03rovADINNATTCAT Marl AIRCRAFT MOOTITIATICM ',VOCATION CERT ISSUE DAM P -re LINTS) STATES PROSnienost MASER il mug a c AIRCRAFT MANUFACTURER a IACOEL Cowry 4104 W Ajbateinrcraft * v RX-260 FOR FM USE ONLY I.) TYPE OF REOTETTIATION (CAS caT 3a) 0 I. InOMOuel 0 a PolneteN0 0 & Captratee df 4. Cooaror 0 & Gent 0 13.N.oN.bas 3.-3 § NAME Of APPLICANT (Pstaort• drown pi Nano d aminNp 0 knot 0.. ism we. trot raw MO mikidlo m4SLI 1.) Air Ghislaine, Inc. 6.25% of 103% See Attarinent d&-fra q-ii--Cg) TELEPHONE FOANCTI: I ) WORM (Prorroliro M.. Iv nmemetestIemi)fe• 0 POT Is I.M. teems Melee mad OMR ChM" i do: Flight Option, LLC *RON erd Int 26180 Curt ss-Wight Patina Rini Rea P/3 Oa 01N Richrond Heirs STATE at DP 000E 44143 O CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS AlTENTIONI Rea thy following atatainant baton signing NM application. This portion MUST be compliant A Ism a OITTorost nor a aro pancr. A On roplcaon Tay be poutxis kr pasrorott by Tr* Pro' a roOnstrororo NS Cane* et ScSale ICOU " CERTIFICATION CERTIFY. 0) TTro NIP Oak Saul • rorod a to wagers./ applowt. 'eon d poesy cone* a ea Wad Soma Fa wow ouR Oro rood ol *vat I • CMOs ONE AS milmainwre • 0 A ROOM en um atm median Tam l.ITI ot from ASSN No De 0 pA noisztv. ammo. orowancl ed tong baron ale Int Ion d ISOM lapare .'7,'.....=611112f1220‘42118tVEM Tiff ,11V44f41" "' (2) Timt R. Nero • Aol troastia0 tod• fie Ms *I rot Torollt tont ev, (3) Trol Tidal Nroworedroronho 0 SSW et No Own led MA S FANS I.e. isreinson NOTE: a sal ix covens** el smears mai son Use memo Se S nesters TYPE CM PAINT NAME BELOW SIGNATURE lig ta3NATURE mil Chief Financial Officert7 ofFlight Opticns, LLC 41 - /-t--a 6 a 5 ili Bruce Boyle acting as Attcrney-IrrFaeg for Mr Ghislaine, Inc. Igw SIONANARE TITLE DATE NOTE Palm Aroma 0 Oro Cetka of MO Irokinron. Ih0 Trona mid be O.0/00 keep"). Ad In enrol of TO 0pry. aroo Troth Oro v• Pint ceps se Re smear m — be ewes e non AC Fri Simi (903) (KIN*621K0 7) SIDNY_GM_02758842 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA 00245764 EFTA01330227 • Vi10/1V7)i0 ADO t'llOilV1)/0 9S Or IA 4r d3S 900? tog Vitn(038 gi LIV8381 ,VVd i111,N 1.1311i V SDNY_GM_02758843 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA 00245765 EFTA01330228 ATTACHMENT TO AIRCRAFTSEGISTRATION, APPLICATION Cietkelq-6-0K 1.) 2.) 3.) 4.) 5.) 6.) 7.) 8.) 9.) 10.) 11.) 12.) 13.) 14.) Reg N. Model. S/N# Name of Applicant: N787TA Address: Raytheon Aircraft Company 400A RK-260 Owning an undivided Interest of: Bergen Southwest Steel, Inc. 6.25% of 100% Shown on Original form hereto GrandlSakwa Transportation, LLC 6.25% of 100% Shown on Original form hereto John P. Hayes 6.25% of 100% Shown on Original form hereto Palisades Capital, Ltd 6.25% of 100% Shown on Original form hereto Missoe Capital, LLC 6.25% of 100% Shown on Original form hereto Elyton Properties, LLP 6.25% of 100% Shown on Original form hereto Parsow Management II, LLC, Russ Trading, Inc. & Taurus Capital Management, LLC 6.25% of 100% Shown on Original form hereto Meadow Air, LLC 6.25% of 100% Shown on Original form hereto Plastipak Packaging, Inc. 12.50% of 100% Shown on Original form hereto GY Flight Partners, LLC 6.25% of 100% Shown on Original form hereto Shiel Aviation, LLC 6.25% of 100% Shown on Original form hereto Mason Lampton 8 B. H. Hardaway, Ill 12.50% of 100% shown on Original form hereto Flight Options. LLC 6.25% of 100% Shown on Original form hereto Signatures Title: Date: Chief Financial Officer of Flight Options. LLC acting as Attorney-in-Fact for #2.3,4.5.6.7.8,9,10.11.12.13 Chief Financial Officer of Flight Options. LLC LLC for #14 9-o-cR Sy signing above, the applicant agrees and stipulates (I) to the terms, conditions and certification of the AC Form 8050-1 Aircraft Registration Application. to which this page is attached (the 'Application"). (II) that all of the information set forth on the Application is true and cuffed 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_02758844 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245766 EFTA01330229 VilOHY1)10 VII0HV1NO 9S Oi (JO Li d3S 800,3 SDNY_GM_02758845 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245767 EFTA01330230 FORM APPROVED N 212 2 UNITED STATES OF AMERICA I S: MABEE P TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE oo Na Wine In Tins FOR FM USE O Block NLY 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 N 787TA AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-260 DOES THIS il mDAY OF Stpt ., 2008 HEREBY SELL, GRANT, RANSFER AND DELIVER ALL RIGHTS. TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: PURCHASER NAME AND ADDRESS (IF INDMDUAL (S):GIVE LAST NAME. FIRST NAME. AND MIDDLE INITIAL.) MASON LAMPTON AND B.H. HARDAWAY, III 12.50% 01 100% 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 lir DAY OF &h, 2008. SELLER NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) (IN INK) (IF EXECUTED FOR CO-OWNE : ALL ST SIGN.) TITLE (TYPED OR PRINTED) FLIGHT OPTIONS, LLC CHIEF FINANCIAL BRUC 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 082811048087 $5.00 09/17/2008 SDNYGIvl_02758846 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 C CD O O 8 0 0 0 0 O EFTA_00245768 EFTA01330231 VHOH,71)I0 A1.10 VIVOFIV1NO 9S OT IA LI d?S 900Z 38 1:.4‘7}131,117 r.i;h1 SDNY_GM_02758847 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245769 EFTA01330232 FORM APPROVED OMB NO. 2120-0042 UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION1MM AVIABIN ADMONSTIAMII AIRCRAFT BILL OF SALE Do Not Wnt usehsBlock FOR FAA ONLY FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNERS) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: . UNITED STATES REGISTRATION NUMBER N 787TA AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-260 DOES THIS i r t TH DAY OF &M ., 2008 HEREBY SELL, GRANT, T NSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: PURCHASER NAME AND ADDRESS (IF INDNIDUAL (S). GIVE LAST NAME. FIRST NAME. AND MIDDLE INITIAL.) SHIEL AVIATION, 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 a IN DAY OF apf . 2008. NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) (IN INK) (IF EXECUTED FOR CO.OWNE IP. MUST SIGN.) TITLE (TYPED OR PRINTED) It W FLIGHT OPTIONS, LLC CHIEF FINANCIAL -J -I W BRUC OYLE OFFICER U) ACKNOWLEDGEMENT 'NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition SONY_GM_02758848 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 8 0 0 3 0 0 0 a a Do '0 EFTA 00245770 EFTA01330233 VI101O1)10 AllIVW0HY1N0 9S OT lifti LT OS 8002 :1;)11.1)ILS1938 spis3siv Vii HiltA 03111 _0 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, SDNY_GM 15, 2758.349 and 17 EFTA_0024577/ EFTA01330234 TORN all) CAM No 21200342 IMMO STATES Of a DEPARTIEENT 00 TRANSPORTATION rani SYS AosoiTionnel NOINCINET ANKIIIIANCAL in AIRCRAFT REGISTRATION APPLOTOON CERT ISSUE DATE UNITED STAPES perwrnsAnOr truuSER Pi 7R7TA I AM WAY IAANUFACIUTAER • NOO6 RA m , I' No AC R(-260 FOR FAA USE ONLY TYPE OF REGISTRATION Orock asSal O I. InIrrldual O 2.Palbwohlp O & Corporation (1 4. Co-owner o s. Grit o 1.1".425." NAME Of APPLICANT (POTorr01 to... Co Wawa 0 marine II ISSAS 96,SI ,••••• PS AIM NV MiddlO POW 1.) Air Ghislaine, Inc. 6.25% of 100% Ilk See Attactrient did q- le-04 IlLEPHONE Mat I / ADDRESS Greararel ma albs lor IAN =ASS NM) ES P.O. tIOE Said. PATON. SOW SWAPO rroolso I do: ntoioptions, ILL 1........... 76180 Curtiss—Uric,* Parkway Rol RISE PO. Sri: CITY Itichrond Heights ewe OH DP COOS 44143 CI CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION? Read the following anent Wogs signing this application. Thle porton MUST be completed. A Ilso a atEnift was so fey o.omoo, met' apokaion MI/ CO wards b prnerron by ins ea. co mplooraort SAG Oa TNIO IG Soo Nov CERTIFICATION ....iv 0/ Tai II* So.* Iwo. • SY. , USS S a indium Inciafro cornortIl M PO INAS Rs For beg ow Oro mined Pain I or CHECK ONE AS APPROPRIATE • 0 A Haan oloo. Sin alion reoesko (RM. 1.151 or Form I.SSI1 No Delaware 0. Mr A norrOleon cosonTion <erred AS *PG banns wide Pe Ion 0 NINO NM 55 Itelli ar s ctlaS slid into kwyrairjnind US Sios nae. H.6500 ro.de4alt. - Prasecke at - .. Ca TINT to Stall le not WSW under Se Imo or WNW, SS. Ml or nee ma ortIsnoo ol oaronfAns reartoo a bow Vied wen to Napo ASom Arberastroor. NOTE: II emoted Is co-owntorshrp GI avOlcants must sIgn US. reverse std• d necessary. TYPE OR PRINT NAM BELOW SIGNATURE fig h a lit 1 Y B10N""R1E , Intl Chief Financial Officer °, of Flight Cptions, LLC 1 - 1O-1-0 g Bruce Boyle Ina acting as Attorney - IrtaFitt far Air Ghislaine, Inc. SiONATuRE 'ml # ( DATE NOTE Paying nap of no terfai• d An. Poosirolort Me Sal a s Mors in period nog in oaf d SO dye. Mg veldt laro the PAP ore or iris appIcsoon moil to Oliferf Sea Most AC FanIOW MOM 100200-601-9007) SDNY_GM_02758850 p p D O 0 a 03 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00245772 EFTA01330235 • • Notitri 113 tqloyy-bia S I • . C Gld 2r ,, ais Ise VVd -J3H.Livbas v rived arri.1 --ft • • SONY_GM_02758851 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00245773 EFTA01330236 ATTACHMENT TO AIRCRAFT REGISTRATION APPLICATION 1.) 2.) 3.) 4.) 5.) 6.) 7.) 8.) 9.) 10.) 11.) 12.) 13.) 14 ) Reg #: Model. S/N#: Name of Applicant: N787TA Address: Raytheon Aircraft Company 400A RK-260 Owning an undivided Interest of: Bergen Southwest Steel, Inc. 6.25% of 100% Shown on Original form hereto GrandlSakwa Transportation, LLC 6.25% of 100% Shown on Original form hereto John P. Hayes 6.25% of 100% Shown on Original form hereto Palisades Capital, Ltd 6.25% of 100% Shown on Original form hereto Missoe Capital, LLC 6.25% of 100% Shown on Original form hereto Elyton Properties, LLP 6.25% of 100% Shown on Original form hereto Parsow Management II, LLC, Russ Trading, Inc. 8 Taurus Capital Management, LLC 6.25% of 100% Shown on Original form hereto Meadow Air, LLC 6.25% of 100% Shown on Original form hereto Plastipak Packaging, Inc. 12.50% of 100% Shown on Original form hereto GY Flight Partners, LLC 6.25% of 100% Shown on Original form hereto Flight Options. LLC 25.00% of 100% Shown on Original form hereto Signatures: Title: Date: Chief Financial Officer of Flight Options. LLC acting as Attorney-in-Fact for #2,3.4.5.6,7.8.9,10.11 Chief Financial Officer of Flight Options. LLC LLC for #12 Ely signing above, the applicant agrees and stipulates (I) to the terms, conditions and certification of the AC Form 80504 Aircraft Registration Application, to which this page is attached (the 'Appecationl. (II) that all of the information set forth on the Application is true and cornet as of this dale. and (Ill) the Application may be executed by the co-owners by executing separate counterpart signature pages. each of which when so executed and delivered shall be an original. but all such counterparts shall together constitute but one and the same aPPliCabOnSDNY_GM_02758852 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245774 EFTA01330237 VIIMIV1)10 ADO I/Hotly-1)w CS 1 Wd 31 d3S 61102 . . ... 7O.qt.31338/.Ou08,v vvd hum 03-fri SDNY_GM_02758853 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245775 EFTA01330238 DOCUMENT LEVEL ANNOTATIONS SOLD- NO CERT ISSUED SDNY_GM_02758854 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245776 EFTA01330239 SDNY_GM_02758855 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245777 EFTA01330240 FORM APPROVED OMB NO 2120-0042 UNITED STATES OF AMERICA U. S DEPARTMENT OF TRANSPORTATION MIMI AVIATION MICA= AIRCRAFT BILL OF SALE Do NW Wide In PHs Block FOR FAA USE ONLY 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 N 787TA AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-260 DOES THIS A mDAY oFSeet ., 2008 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: PURCHASER NAME AND ADDRESS (IF INDIVIDUAL (S). GIVE LAST NAME. FIRST NAME. AND MIDDLE INITIAL ) GY FLIGHT PARTNERS, 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 p ' DAY OF-Qiii ., 2008. SELLER NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) (IN INK) (IF EXECUTED FOR CO-OWNE AU. SIGN.) TITLE (TYPED OR PRINTED) FLIGHT OPTIONS, LLC CHIEF FINANCIAL RUCE B LE 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 082581441427 $5.00 09/12t2008 C2 Ia O 0 S co O SDNY_GM_02 758856 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245778 EFTA01330241 tfki0/1V7)(0 ADO VilOktri)10 CSI bid or dm 9001 v _ 'isliveroury tr1114 (Elia SDNY_GM_02758857 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245779 EFTA01330242 U.S. DEPARTMENT OF TRANSPORTATION FEIN'S. V. AVIATION ADMINISTRATION CROSS-REFERENCE-RECORDATION ECORDED CONVEYANCE. FILED IN: NUM: 4I7LX SERIAL NUM: RK-230 Wit: RAYTHEON AIRCRAFT COMPANY MODEL: 400A AIR CARRIER: This form is to be used in cases where a convmance 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 AMENDMENT TO SECURITY AGREEMENT (SUBSTITUTION) (SEE T068844, C008, PG 3) DATE EXECUTED 05/13/08 FROM PLASTIPAK PACKAGING MC DOCUMENT NO. WH000530 TOOK ASSIGNED TO BANK OF AMERICA NA DATE RECORDED JUL 07, 2008 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: Total Aircraft: I Total Engine:: 2 Total Props: Total Sparc Parts: N4 ITLX N787TA P & W JTI SD-5 PCE-JA0228 P & W JT 15D-5 PCE-JA0227 P&W C HI 5D-5 PCE-JA0287 P&W C JTISD-5 PCE-JA029I RELEASES NJ I 7LX AM) 2 P&WC ENGINES PCE-JA0228 & PCE-JA0227 AC FORM 850.24 0 46) (002404824000) SDNY_GM_02 758858 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245780 EFTA01330243 SDNY_GM_02758859 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245781 EFTA01330244 I hereby certify this is a true Certified Copy to be Recorded by FAA emu of Ant e NiCa. AMENDMENT TO PROMISSORY NOTE AND SECURITY AGREEMENT On this 15".1. day of rn Ot..44 , 2008, this Amendment to Promissory Note and Security Agreement (the "Amendment") is ma8c and entered into by and between Bank of America, N.A., a national banking association, as Administrative Agent ("BOA"), and Plastipak Packaging, Inc. ("Debtor"). WITNESSETH: WHEREAS, Debtor entered into a Promissory Note ("Note"), dated December 13, 2001, in favor of Raytheon Aircraft Credit Corporation ("RACC") in the original principal amount of Six Hundred Seventy Five Thousand and 00/100 United States Dollars (U.S. $675,000.00), in connection with the financing of that certain Raytheon Aircraft Company model 400A aircraft bearing manufacturer's serial number RK-230, United States Registration No. N417LX (formerly known as N753TA), and two (2) Pratt & Whitney (also known as Pratt & Whitney Canada) model JTI 5D-5 aircraft engines bearing manufacturer's serial numbers PCE-JA0228 and PCE-JA0227 (collectively the "Collateral"); WHEREAS, Debtor executed that certain Security Agreement dated December 13, 2001 in favor of RACC to secure payment of the indebtedness of the Note, as assigned by RACC to Raytheon Aircraft Receivables Corporation ("RARC") by the FAA Assignment dated December 13. 2001, and further assigned by RARC to Bank of America, National Association, as Administrative Agent by the FAA Assignment dated December 13, 2001, collectively recorded by the Federal Aviation Administration on February 13, 2002, as Conveyance No. T068844 (the "Security Agreement") covering the Collateral; WHEREAS, pursuant to FAA Assignment, dated September 22, 2003, the Security Agreement was assigned by BOA, as Administrative Agent under the Fourth Amended and Restated Purchase and Sale Agreement to RARC, further assigned to General Aviation Receivables Corporation ("GARC"), and further assigned to BOA, as Administrative Agent under the Fifth Amended and Restated Purchase and Sale Agreement, dated as of September I, 2003, recorded by the FAA on November 8, 2003, as Conveyance No. VV020384; WHEREAS, Debtor wishes, and BOA agrees, to amend the Loan Documents to replace the Collateral with new collateral and release the lien on the Collateral. NOW, THEREFORE, for and in consideration of the above recitals and the mutual promises, warranties, covenants, representations and agreements contained herein, and in the Note and Security Agreement (hereinafter "Loan Documents"), the receipt and sufficiency of which is hereby conclusively acknowledged, the parties agree as follows: 1. Unless otherwise defined herein, the capitalized terms as used in this Amendment shall have the meaning assigned to them in the Loan Documents. 2. BOA hereby releases all of its right, title, and interest in and to the Collateral, and all references to the Collateral are amended as follows (collectively hereinafter referred to as the "Replacement Collateral"): 20640 081341437543 $15.00 05/13/2008 SDNY_GM_02758860 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 0 0 2 8 8 a a a C. AEFTA 00245782 EFTA01330245 VHOWI1A0 Alla VI-10117 1NO IT 2 Lid CI AN 9002 ?AB Vu valsto3e tivK V 'Ili HIIM 03113 SDNY GM_02758861 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245783 EFTA01330246 An undivided 12.5% interest in that certain Raytheon Aircraft Company model 400ft Serial Number RIC-260, Registration Number N787TA, 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 (The airframe is type certified to transport at least eight persons including crew, or goods in excess of 2750 kilograms). Aircraft Engines: Make: Pratt & Whitney Canada model JTI5D-5 (also known on the International Registry as .1715D Series); of at least 1750 pounds of thrust or at least 550 rated take off shaft horsepower; Serial Numbers PCE-JA0287 and PCE-JA0291 (also known on the International Registry as JA0287 and JA0291), together with any replacement engines. The term Replacement Collateral shall include any and all property included in the definition of an "airframe", "engine" and/or "helicopter as those terms are defined in the Cape Town Treaty. The term Replacement Collateral shall also include any and all owners agreements, management contracts, services contracts, interchange agreements, repair contracts, maintenance contracts, insurance contracts, leases, purchase agreements, bills of sale and assignments, and any other instruments, contracts, or agreements of any kind with respect to the Replacement Collateral including but not limited to the Promissory Note (collectively the "Contracts"). 3. In order to specifically subject the Replacement Collateral to, and confirm the lien of, the Security Agreement, Debtor hereby grants to BOA in accordance with the Loan Documents a security interest in Debtor's twelve and one-half percent (12.5%) undivided interest in and to the Replacement Collateral and further supplements the Loan Documents to add the Replacement Collateral to the terms thereof. To the extent the Replacement Collateral is subject to the Convention on International Interests in Mobile Equipment (the "Convention"), the Protocol to the Convention on International Interests in Mobile Equipment on Matters Specific to Aircraft Equipment (the "Protocol"), both signed in Cape Town, South Africa on November 16, 2001, as ratified by the United States, together with the Regulations for the International Registry and the International Registry Procedures, and all other rules, amendments, supplements, and revisions thereto (collectively the "Cape Town Treaty"), the Debtor further agrees and acknowledges this Security Agreement creates and constitutes an International Interest (as defined and provided for in the Cape Town Treaty) in the Replacement Collateral. Debtor hereby undertakes to perform all of its obligations under the Contracts. The terms "Administrator", "Contract of Sale", "International Interest", "International Registry", "Professional User Entity", "Professional User", "Prospective Contract of Sale", "Prospective International Interest", "Register", "Registration", "Transacting User Entity", shall have the meanings given them in the Convention or Protocol, as applicable. The term "searchable" shall have the meaning contemplated by Article 19 of the Convention. 20540 2 SDNY_GM_02758862 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245784 EFTA01330247 SDNY GM 02758863 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245785 EFTA01330248 4. Debtor Will Execute and Deliver Documents. Debtor will, at BOA's request and prior to finding hereunder if required by BOA, furnish BOA such information and execute and deliver to BOA such documents and do all such lawful acts and things as BOA may reasonably request as are necessary or appropriate to assist BOA in establishing, registering, validating and maintaining a valid security interest and International Interest in the Collateral and to assure that the Collateral is properly titled and registered and the security interest and International Interest perfected to BOA's satisfaction. Debtor will pay the cost of filing all appropriate documents in all public offices where BOA deems such filings necessary or desirable. 5. Regarding the Cape Town Treaty, (a) Debtor shall establish a valid and existing account with the International Registry, appoint an Administrator and/or a Professional User acceptable to BOA to make registration in regards to the Collateral, (b) BOA and Debtor shall register a rust priority Prospective International Interest in connection with the Collateral which shall be searchable in the International Registry to the satisfaction of BOA; (c) Debtor's Contract of Sale or Prospective Contract of Sale shall be registered and searchable in the International Registry, and (d) Debtor shall execute and BOA shall have received a fully completed and originally executed Irrevocable De-Registration and Export Request Authorization ("IDERA"), in the form required by the Protocol and acceptable to BOA and attached hereto as Exhibit A. 6. Default and Remedies. Upon Default as defined in the Promissory Note and in addition to the Remedies set forth in the Security Agreement and RACC Guaranty , as assigned to BOA, BOA may employ all remedies available to a secured creditor under the Uniform Commercial Code and those rights and remedies available to a creditor under the Cape Town Treaty (and Debtor affirmatively agrees BOA has all the rights and remedies granted a creditor under the Cape Town Treaty), including but not limited to (a) if Debtor is in possession, custody or control of the Collateral to enter Debtor's or any other person's premises and take possession of such Collateral; (b) to require Debtor to assemble and make available such Collateral at a location selected by BOA; (c) to sell, lease or otherwise dispose or cause the Debtor to sell, lease or otherwise dispose of the Collateral; (d) collect or receive any income, rents or profits arising from the management or use of the Collateral; (e) procure the deregistration of the registration of the Aircraft and export of the Aircraft to a jurisdiction of BOA's choice pursuant to the IDERA and as authorized by the Cape Town Treaty; and (f) apply for a court order authorizing these remedies. Upon Default BOA may also, pending final determination of its claim in any court proceeding, obtain speedy relief in the form of an order providing for (i) preservation of the collateral and its value; (ii) possession, control or custody of the collateral; (iii) immobilization of the collateral; (iv) lease or, except where covered by sub-paragraphs (i) to (iii), management of the collateral and the income therefrom; and (v) sale and application of proceeds therefrom. 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 ten (10) business 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 costs of collection, attorneys' fees and legal expenses of BOA, and after the payment of the principal and interest 20640 3 SDNY_GM_02758854 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245786 EFTA01330249 SDNY_GM_02758865 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245787 EFTA01330250 due under the Note, the balance, if any, of the proceeds of the sale shall be applied to the satisfaction of indebtedness secured by any subordinate security interest in the collateral of which BOA has received notice prior to distribution of the proceeds and after any such satisfaction of indebtedness, the balance, if any, of the proceeds of the sale shall be returned to the Debtor. 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 BOA, Debtor agrees BOA 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. 7. Restriction on Transfer or Liens and Registrations. Debtor will not, without the prior written consent of BOA, sell or otherwise transfer or encumber the Collateral, or any interest therein, or offer to do so or remove or attempt to remove the Collateral from the United States. Debtor will keep the Collateral free from any adverse security interest, registration of any interest on the International Registry, lien, claim or encumbrance and will not permit the Collateral to be attached or replevied. Debtor shall not register any prospective or current International Interest or Contract of Sale (or any amendment, modification, supplement, subordination of subrogation thereof) with the International Registry without the prior written consent of BOA which may be withheld in its sole but reasonable discretion. Debtor shall not execute or deliver any IDERA to any party other than the BOA unless BOA agrees in writing. 8. Assignment. BOA 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 hereby consents to any and all assignments or sales of, or the granting of participations in, this Security Agreement by BOA or any assignee of an interest in this Security Agreement. 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 BOA. 9 Unless amended by the terms and conditions of this Amendment, the parties hereby (i) ratify all remaining terms and conditions of the Loan Documents, as if the same were restated herein, and (ii) confirm that the Loan Documents otherwise remain in full force and effect as to any and all collateral subject thereto, including, but not limited to, the Replacement Collateral. 10. GOVERNING LAW AND FORUM SELECTION. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF KANSAS. ANY LEGAL PROCEEDINGS RELATING TO THIS ASSIGNMENT SHALL BE BROUGHT IN THE EIGHTEENTH JUDICIAL DISTRICT AT WICHITA, KANSAS, OR THE UNITED STATES DISTRICT COURT OF THE DISTRICT OF KANSAS AT WICHITA, KANSAS, TO THE EXCLUSION OF ALL OTHER COURTS AND TRIBUNALS. NOTWITHSTANDING THE ABOVE, BOA (AT ITS SOLE OPTION) MAY INSTITUTE A LEGAL PROCEEDING IN ANY JURISDICTION AS MAY BE APPROPRIATE IN ORDER FOR BOA TO EXERCISE ITS RIGHTS AND REMEDIES UNDER THIS AMENDMENT. THE PARTIES HEREBY IRREVOCABLY CONSENT AND AGREE TO BE SUBJECT TO THE JURISDICTION OF THE AFORESAID COURTS IN SUCH PROCEEDINGS. 20640 SDNY_GM_02758866 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245788 EFTA01330251 SDNY_GM_0275131387 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFFA_00245789 EFTA01330252 I I. This Amendment constitutes 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 and in the Security Agreement. All prior agreements and understandings between the parties are merged herein. Neither this Amendment nor the Security Agreement shall be changed orally, but only by writing signed by the parties. IN WITNESS OF the mutual promises, covenants and agreements set forth herein, the parties have caused their duly authorized officers to execute this Amendment at Wichita, Kansas, as of the day and year first written above. BANK OF AMERICA, N.A., PLASTIPAK PACKAGING, INC. By: kik>, +tiff By4414, a /....<-?e - Name: Kathleen M. Carry Capacity: Vice President Name: lid:. e. J. riot-Lite Capacity: TregcurerieFo The undersigned assignors hereby release all of their interest, if any, in the collateral covered by the Security Agreement described above dated this l3µ'day of ftel t t , 2008. Raytheon Aircraft Credit Corporation Raytheon Aircraft Receivables Corporation Jennifer M. maze! Jenn r M. Wentzel Contacts anager Contracts Manager General Aviation Receivables Corporation Jennifer M. fentzel Contacts anager 20540 SDNY_GM_02758868 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245790 EFTA01330253 Vb401O110 V140HV1 %0 tt z ua Et NU Kez 18 N011 vt11.5.1m 3 03% 1 (1 OO1 '; -113 vivis SDNY_GM_02758869 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245791 EFTA01330254 DOCUMENT LEVEL ANNOTATIONS SEE RECORDED CONVEYANCE NUMBER T068844 ET AL DOC ID # C008 PG # 3 ORIG RETD TO IATS SDNY_GM_02758870 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245792 EFTA01330255 SDNY_GM_02758871 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245793 EFTA01330256 U.S. Department of Transportation Federal Aviation Administration Date of Issue: July 7, 2008 Flight Standards Service Aircraft Registration Branch. AFS-760 AIR GHISLAINE INC BERGEN SOUTHWEST STEEL MC ET-AL GO FLIGHT OPTIONS LLC 26180 CURTISS WRIGHT PKWY RICHMOND HEIGHTS, OH 44143-1453 HAND DELIVERED TO IATS IN THE PD ROOM P.O. Box 25504 Oklahoma City. Oklahoma 73125-0504 140519544206 Toll Free: 1-866-7044715 WEB Address: http:tegistry.taa.gov T085020 This facsimile must be carried in the Aircraft as a Temporary Certificate of Registration for N787TA RAYTHEON AIRCRAFT COMPANY 400A Serial RK-260 and is valid until Aug 06, 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 .VS•710-FAX4(1005) SDNY_GM_02 758872 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_00245794 EFTA01330257 SDNY_GM_02758873 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245795 EFTA01330258 The Owners 1.) 2.) 3.) 4.) 5.) 6.) 7.) 8.) 9.) 10.) 11.) 12 ) Declaration of International Operations listed below: Air Ghislaine, Inc. 6.25% of 100% Bergen Southwest Steel, Inc. 6.25% of 100% GrandlSakwa Transportation, LLC 6.25% of 100% John P. Hayes 6.25% of 100% Palisades Capital, Ltd 6.25% of 100% Missoe Capital, LLC 6.25% of 100% Elyton Properties. LLP 6.25% of 100% Parsow Management II, Lit. Trading, Inc. & Taurus Capital Management. LLC Cuss 6.25% of 100% Meadow Air. LLC 6.25% of 100% Plastipak Packaging, Inc. 12.50% of 100% Flight Options, LLC 31.25% of 100% as the owner(s) of aircraft N787TA Manufacturer Raytheon Aircraft Company Model 400A Serial Number RK-260 declares that this aircraft is scheduled to make an international flight on July 7, 2008 as flight number 1 departing Cuyahoga County Airport, Richmond Heights, OH with a destination of Peterborough Airport, Peterborough, Ontario Expedited registration in support of this international flight is requested this 2nd day of July 2008 with knowledge that. Whoever, in any matter within the junsdiction 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 malenally false, fictitious or fraudulent statement of representation shall be fined under Title 18 United Slates 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: Title James P. Miller Vice President of Flight Options. LLC acting as Attorney-In-Fact for # 1,2.3,4,5,6,7,8,9,10 Title: Vice President of Flight Options. LLC for #11 SDNY_GM_02758874 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 Accoplod VVFIJut/07/2008 EFTA_00245796 EFTA01330259 vwovivimo hS OT WH t W. SDNY_GM_02758875 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245797 EFTA01330260 F. APPROSED OM Ns TIMES UNITED STATES Cf MERICA DEPORTMENT Of ITIMSPOITEXTION IAA - Museenuatrame SIONIONEY AMOIMITCAL COMM MICRO" REGISTRATION APPUCATIEN CERL ISSUE DATE SMITE° STATES ii REcarturce. NUMBER El 787TA MERAPT MANUFACTURER. 61000. Amaathonn Airrraft Frapary 4110% SERIN. No. FIX-260 FOR FM USE ONLY TYPE Cf REEMITIVEION (CMS a LSI 0 T. IFIRAIAS 0 E. PIErtenlip 0 & CODOISIee 9 (4. CO-ORTS 0 & GM I3 &Wreak°. NAME Of APPLICANT ) nmai Sc.. An &Mtn cr calher IT rretraL4 OM N MOW OM ROW AM toNdlt Wet 1.) Air Gnislaine, Inc. 6.25% of 100% • (!! Attacluent. da4..ed 7_ 3-0?) TELEPNONE NUMIER: I ) ADORERS (Pray' in nernaddrets 10/ In trbp...rviv. te mot phytICS Wren mum abbe Muni Mints and tempi 26189 Curtiss-Wight Parkway .. R... Ron PS Ear CRY Ri &nerd Heights STATE 01 DP CODE 44143 0 CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION' Read the following statement Offore signing this application. This portion OUST be completed. A fake or eleN)neel wenn a wry piny:, •r, IT,. Kokomo n"., to Ward* Me PeamMO 0/ OMO IMO la inprornent (US Con. Tele Y. Sec Not/ • CERTIFICATION IWE CERTIFY (I) MN Ow am.. won • crane by Po urowetped simieset eta It e Mum ace-. caponlio0 *I me Wei Sent (Pot men; Ole Da An of mislit I Cr CHECK 011E AS APPROPRIATE a 0 A resew Om we. Men requester. Rem s.151 Co PPM 1-$11) .M. a S itralialo 014Wal WSW al deans banns tinder lee Inn el lanDPIMENV ImPleos esMiltrb2frn argEnCeatirEner,ttl 1411, P'" PI The ea wom it r Awirwee wee EN Lem or err Meer cone. AM SI Due INTO enerce el Rat?* 6 snow) 0 nas born Ma ren Pm REIM Mem Arrnarrnon NOTE: It ace0.000 /Or CO-Ormertnp an appticants must W. Use rows. ide 0 necessary TYPE OR PRINT NAME BELOW SIGNATURE fp i 3 ll Ig MONATURE TME Chief Financial Officen of Flipt Options, LLC 1-3-0? TnuE acting as Attorney- -haet Bruce Boyle for Air Ghislaine , Inc. m luswale mut 0 1 DATE ROTE Map MOW a IM OIRIN•le 0 Mena IMPRIMA Pre &mei tree be MOMS for a paled owl It ASSISI Gala Orono RNA MN Or PINK cm al PR apekebon nal to cane Is Rs Mole PC Pr MO') (5.93) f00520142H027) SDNY_GM_02758876 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00245798 EFTA01330261 • • hS OT WY £ 1111' 601 SDNY_GA4_02758877 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00245799 EFTA01330262 ATTACHMENT TO AIRCRAFT REGIVRATION APPLICATION dalfcl 1.) 2.) 3.) 4.) 5.) 6.) 7.) 8.) 9.) 10.) 11.) 12.) 13.) 14 ) Reg #: Model: Si Name of Applicant: N787TA Address: Raytheon Aircraft Company 400A RK-260 Owning an undivided Interest of: Bergen Southwest Steel, Inc. 6.25% of 100% Shown on Original form hereto GrandlSakwa Transportation, LLC 6.25% of 100% Shown on Original form hereto John P. Hayes 6.25% of 100% Shown on Original form hereto Palisades Capital, Ltd 6.25% of 100% Shown on Original form hereto Missoe Capital, LLC 6.25% of 100% Shown on Original form hereto Elyton Properties, LLP 6.25% of 100% Shown on Original form hereto Parsow Management II"Russ Trading, Inc. 8 Taurus Capital Management, LLC 6.25% of 100% Shown on Original form hereto Meadow Air, LLC 6.25% of 100% Shown on Original form hereto Plastipak Packaging, Inc. 12.50% of 100% Shown on Original form hereto Flight Options. LLC 31.25% of 100% Shown on Original form hereto LteSignatures: Title. Chief Financial Officer of Flight Options. LLC acting as Attorney-in-Fact for #2.3.4.5.6.7.8.9.10 Chief Financial Officer of Flight Options. LLC LLC for #11 Date By signing above. the applicant agrees and stipulates (1) 10 the limns, 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 infomunion set forth on the Application is true and tunnel as of this date. and (III) the Application may be executed by the co-owners by executing separate counterpart signature pages. each of which *ten so executed and delivered shall be an original. but aN such counterparts shall together constitute but one and the same application. SDNY_GM_02758878 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245800 EFTA01330263 V!40141/ 1 ki . ....s, hS n't i,j C aq E SDNY_GM_02758879 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245801 EFTA01330264 0140 NO. 2120-0042 UNITED STATES OF AMERICA it FEMITIENT Of TRANSPORTATIONHIRAI AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N787TA AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-260 DOES THIS 26TH DAY OF JUNE, 2008 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: FORM APPROVED O 0 0 8 8 a. r. Do Nol Wide In Inn Block FOR FAA USE ONLY NAME AND ADDRESS (IF INDIVIDUAL (S). GIVE LAST NAME. FIRST NAME. AND MIDDLE INITIAL.) FLIGHT OPTIONS, LLC 26180 CURTISS-WRIGHT PARKWAY RICHMOND HIS., OH 44143 6.25% OF 100% 081851104395 $5.00 07!03/2008 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 26TH OF JUNE, 2008. HI HI NAME (S) OF SELLER (TYPED OR PRINTED) GRAND/SAKWA TRANSPORTATION, LLC SIGNATURE (S) (IN INK) (IF EXECUTED FOR COAWNERSHI 4LL MUST SIGN.) TITLE (TYPED OR PRIMED) CHIEF FINANCIAL OFFICER OF FLIGHT OPTIONS. LLC ACTING AS ATTORNEY-INFACT FOR GRAND/SAKWA TRANSPORTATION, LLC ACKNOWLEDGEMENT INOT REQUIRED FOR PURPOSES OF FM RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition SONY_GM_02 758880 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245802 EFTA01330265 hS OZ IN; SDNY_GM_02758881 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245803 EFTA01330266 PORN APPROVED OM Rp 25114104 UMW EMU OF MS DEPARMENT OF INANSPOROC11011 POIIIRAL SOON •••••1111•15040M 1•01•101.0 ASPINAVIICAL CERT. ISSUE DATE 0PM A FT RECIESTAATION APPLCATION tamp SIMS &I FE0STWO. mean n 787TA AIRCRAFT IIAMJPACTURER A 1.10m. Rma‘thann Aircraft AI. rot 400A Afo NEW No. (-260 FOR FM USE ONLY ME OF REOISINATION 10.00 a 524 O I. E100001 O T. l'annIONO O a Cap:talon fit Commit El 5. Govt a 8,0•010" NAME OF Appucart (M1ngeol /an ce, *moon .__J4. • IreAtIat 0.• NO Mot No es. ow ea 5400) 1.) Air Ghislaine, Inc. 6.25% of 100E IllitSee Attadrent dated, s-p-1-010 ITSEPTENTE NUMBER I I ADDRESS clinnoreet Rang ORS SW pralbero ir tlailfirek ICE Ili Olt pen•ked address num See be shown / C/0: ions, LIC Mote we PM 26160 art ss-Wight Parkway Raul Roues ro ow CM Richland Heights STATE OH DP COES 44143 El CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTIONI And the following statement before signing this application. This portion MUST be completed. A 1•115 a dams we to Ary Rase ,r, fl , sportnon nee to erounb b' prreevel Or M AAA I Cl sremeoffiTare la CS TR. It S.c KAM • CERTIFICATION DI 5* emit by re 0.. bootee. Sneed% m••'••-NI1 The tow s o.nod unIsnigned WpIcent. 115 USW Sim rer .0Ing out 0.e Arne 0 sum* A or CHECK CAE AS APPROPRIATE' A CI A SRAM S Mb Yen footemea (few 1451 Cl ow. 1-5511 No At 9LA rareienn arpsnAce crgerdis0 are dohs Winne WS Re Owl 0 IINIPelavere iippoon •Adeskfaberill o StittaMArar liciruitrr arri... ER The/ Fn 405011s 'CI neielve• wid Me Ise 0 Ilay 10•19. onaran We 1311T0 legal MOM al oarene5 • ellacRed a Ass Ow Red .01% Ite %PM ENS Arawleirelon NOTE: II niefIlad to areenerefre at sodium% mat epee the reverse d I canary TYPE OR PRINT NAME BELOW SIGNATURE . Iii 6 a ill i V leatelu~r Tine Chief Financial Office of Flight tenons. a -cal .-1+111( Bruce Boyle mUacting as Attcrney-in for Air thislaine, Inc. tEltann e RAE tit/ OM OCTE Pray NOS MIN CellioNe olaball Realebilicas I, keel ., be was Ia • on RS Si eve 0113 OSA 0015 WA toe le PINK la SING •p01001.5 inal be CRAW Si I% noel. PG FM SW MOM PESTIGIMIMOM SONY_GM_02758882 O Po T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00245804 EFTA01330267 VIIONV -DIO ALIO TWOHV 1510 9C L WH 6T AtIld be NOII v 813,93d VVi HIIM 03113 I SONY_GM_02758883 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00245805 EFTA01330268 4eATTACHMENT TO AIRCRAFal g2TFtATI0I APPLICATION 1.) 2.) 3.) 4.) 5.) 6.) 7.) 8.) 9.) 10.) 11.) 12.) 13.) 14.) Reg #: Model: S/N#: Name of Applicant: N787TA Address: Raytheon Aircraft Company 400A RK-260 Owning an undivided Interest of: Bergen Southwest Steel, Inc. 6.25% of 100% Shown on Original form hereto Grand/Sakwa Transportation, LLC 6.25% of 100% Shown on Original form hereto Grand/Sakwa Transportation, LLC 6.25% of 100% Shown on Original form hereto John P. Hayes 6.25% of 100% Shown on Original form hereto Palisades Capital, Ltd 6.25% of 100% Shown on Original form hereto Missoe Capital, LLC 6.25% of 100% Shown on Original form hereto Elyton Properties, LLP 6.25% of 100% Shown on Original form hereto Parsow Management II, Russ Trading, Inc. & Taurus Capital Management, LLC 6.25% of 100% Shown on Original form hereto Meadow Air, LLC 6.25% of 100% Shown on Original form hereto Plastipak Packaging, Inc. 12.50% of 100% Shown on Original form hereto Flight Options. LLC 25 00% of 100% Shown on Original form hereto Signatures: Title: Date: Chief Financial Officer of Flight Options, LLC acting as Attorney-in-Fact for #2,3,4,5,6,7,8,9,10,11 Chief Financial Officer of Flight Options, LLC LLC for #12 • 8y signing above, the ap:pli . cant agrees and stipulates 1) to the terms. conditions and certification of the AC Form 8050-i Aircraft Registration Application, to which this page is attached (the 'Applicationl (II) that al 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 art anginal. but all such counterparts shag together constitute but one and the same application. SDNY_GM_02758884 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245806 EFTA01330269 VHOW71)10 A110 V1.10HV 1)10 9C L WH III AFILI 8001 119 HOUvU1SIOlt VV3 HUM 03113 SDNY_GM_02758885 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245807 EFTA01330270 DOCUMENT LEVEL ANNOTATIONS SOLD SDNY_GM_02758886 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245808 EFTA01330271 SDNY_GM_02758887 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245809 EFTA01330272 FORM APPROVED OMB NO 2120 0O42 UNITED STATES OF AMERICA U.S. OFPARTWE Of TRANSPORTATION TEDIRM. 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 DESl•MIDCLJ MO ruu.uvv : DoFORNot Write In Tilts Elba FM USE ONLY UNITED STATES REGISTRATION _NUMBER N787TA AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-260 DOES THIS em DAY OF MAY, 2008 HEREBY SELL, GRANT. TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: PURCHASER NAME AND ADDRESS (IF INDIVIDUAL (S). GIVE LAST NAME. FIRST NAME. AND MIDDLE INITIAL) FLIGHT OPTIONS, LLC 6.25% OF 100% 26180 CURTISS-WRIGHT PARKWAY RICHMOND HTS., OH 44143 081350744306 $5.00 05/14/2008 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 5TH OF MAY, 2008. re to ..I y RUC NAME (S) OF SELLER (TYPED OR PRIMED) SIGNATURE (S) (IN INK) (IF EXECUTED FOR COOWNERSH L TITLE (TYPED OR PRINTED) CORONADO& MICH.) CHIEF FINANCIAL OFFICER ASSOCIATES, LLC BATE OF FLIGHT OPTIONS, LLC ACTING AS ATTORNEY-INFACT FOR CORONADO & • ASSOCIATES, LLC ACKNOWLEDGEMENT INOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition SDNY_GM_027588B8 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 0 O 3 • II a O 0 3 EFTA_00245810 EFTA01330273 V WOW/1)10 A110 V HOWVINO Ye L WB hi hal 80112 as NOI1V81.5103d VV3 H.LIM 03113 SDNY_GM_02758889 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245811 EFTA01330274 Mau APTROET0 OW No ii2OCtic UNITED STATES Cf PACRCA OERtamoon Of TRAMPORVIal font Mums AtmensmtatS CERT ISSUE GATE INOMONET AMERTARees ConeR MOW! PEOtSTREIION OPPUCATION uSTED STATES m arnmnon IMIMEn PI ygnA AIRCRAFT IANAJFACTURER A at Astgaheon Aircraft r/TrilATO, SMA SERIN Na RX-260 FOR FM USE ONLY roma IMOMManew omit an Sod 0 I. IndMillosl 0 T. PannITTIM 0 A Offpwalica 04. COObrolf 0 5. Oval- 0 t ."41..." NAPE Of APPUEAPIT "an* Sc... o-. Nero o/ oast* IT VeAllut $S alll TRIM WARTS RS SOS, MOT 1.) Air Ghislaine, Inc. 6.2E4 of 100E • (See Attackrent 6-(014. /4..ect 5-- i.3 -OR ) mace igu..0, ( , ALUMS itiovonwal moire ass 07 IbTi1 MO • a Mb um/. oak* Ss a we Yowl I t I ore, LU. Wear RV Sit c/o: 26180 Curt'ss-Wight Parioey Soil ARS: PAS Sat. Itichrond Heights MT OH Z• cot* 44143 0 CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTIONI Read the following statement before signing this application. This porton MUST be completed. A tat a dsksool sac a* am wan I, INS ajOESIOn -et to ("1":1% tO, purillwrIMI by fre grd n rr , Ore.. IttEL Coda TIN It Sc 10211 • CERTIFICATION EWE COMFY ill The Nab. sirroiloo•nAl try to .rOonbroi IIPPItort ote a ea Ala HORSES COONS* of Ss Wool Stein ea was Wit Om nwn• or now I. a CHEER ONE AS APPRCOEUTE • QA mem, abn we lien NeOlaba Orr ti ll or in 1461) No b. ollial fa The TYPE Agawam coma/Jon toprorof and Wing and Nil Olorotif NOS Wprey 'spline* SWIM RI -26180-CinSTA4- •OtE4 S lo to flopoind title( ON Ian at epee saes Cl not. N Ofachol a No NOTE: II emecued Mr co-ownwstm fa simian% OR PAW NAME mow 8101901" tuns vole( Po Iwo al Mal ....DelaVere_ ._ UST Segos Roma. of We no‘n on avirlabh. Ice Fits., OH 44143 RN Mart may. ard boon lea act IN Tsai etrtiCe AOmnnwalt. musi Sign WO remise We d net.5.14.), In 1.31fria • ' a " . ' A - . , , .17, Chief Financial Officer" .. of Flight Options, LW S/3 D& K b ' ALIA indent lp • ... :* Z J 0 1: , Bruce Boyle Ina: acting as e for Air Ghislaine, Inc. 11 Wamiln 4* I OVE MOTE Penang wets ate Ca kel* Cl AMIN Itogioiralin. to SeS moo to owed lor • prof en A oats Cl fit dam agog son, ono Ow PORI copy a OR ORRIT•000 mull OD MOW In ISO UM" AC EOM b60.1 (5,03) (0:62.00426-9007) SDNY_GM_02758890 O -J n.) T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EF1'A_00245812 EFTA01330275 a 4 41; irgelti o0 I Oil 1-1.("ii cer), Sa /1/8/4 am A Jr:MI .149DM i. . E hid CT AIM WIZ IlttNOliVal MS1ita 934 V VA anti SDNY_GM_02758891 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00245813 EFTA01330276 ATTACHMENT TO AIRCRAFT REGISTRATION APPLICATION cirLdrd 5-13-02 1.) 2.) 3.) 4.) 5.) 6.) 7.) 8.) 9.) 10.) 11.) 12.) 13.) 14.) Reg #: Model: S/N#: Name of Applicant: N787TA Address: Raytheon Aircraft Company 400A RK-260 Owning an undivided Interest of: Bergen Southwest Steel, Inc. 6.25% of 100% Shown on Onginal form hereto GrandlSakwa Transportation, LLC 6.25% of 100% Shown on Original form hereto Coronado & Associates, LLC 6.25% of 100% Shown on Original form hereto Grand/Sakwa Transportation, LLC 6.25% of 100% Shown on Original form hereto John P. Hayes 6.25% of 100% Shown on Original form hereto Palisades Capital, Ltd 6.25% of 100% Shown on Original form hereto Missoe Capital, LLC 6.25% of 100% Shown on Original form hereto Elyton Properties, LLP 6.25% of 100% Shown on Original form hereto Parsow4henagement-N, Russ Trading, Inc. & Taurus Capital Management, LLC 6.25% of 100% Shown on Original form hereto Meadow Air, LLC 6.25% of 100% Shown on Original form hereto Plastipak Packaging, Inc. 12.50% of 100% Shown on Original form hereto Flight Options, LLC 18.75% of 100% Shown on Original form hereto Parsou) Mosayntriti- aG, Signatures: Title: Date: Chief Financial Officer of Flight Options, LLC acting as Attorney-in-Fact for #2,3,4,5,6,7,8,9.10,11,12 Chief Financial Officer of Flight Options, LLC LLC for #13 6--/3-,0 513-O? By signing above. the applicant agretil:and.Siii.tulitis (I) ici.the lens: ;onditions and °edification of the AC FOIM 80504 Aircraft Registration Application. to which this page is attached (the *Application (II) that alt of the information set forth on the Application is true and correct 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 all such counterparts shall together constitute but one and the same application. ' \ SDNY_GM_02758892 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245814 EFTA01330277 A IP-1,9H v 7 Y 9 • !• 8° 21 ild ad' ti01' • C VHOHVD10 A113 VHOWI1X0 TT 3 hid ET MU HOZ lie 14011 V 81519311 1 3VE3? V VA HIAM 03113 SDNY_GM_02758893 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002458 I 5 EFTA01330278 DOCUMENT LEVEL ANNOTATIONS SOLD SDNY_GM_02758894 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002458 I 6 EFTA01330279 SONY_GM_02758895 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002458 I 7 EFTA01330280 FORM APPROVED OMB NO 2120-0042 UNITED STATES OF AMERICA IL L MACAW IF IIIIIMPSMDM FROM AMID AMMITRAMII AIRCRAFT BILL OF SALE , Do Not Write In This Block FOR FM USE ONLY 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 N 787TA AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-260 DOES THIS 13 " DAY OF N7 HEREBY SELL, GRANT, T DELIVER ALL RIGHTS, TITLE, IN AND TO SUCH AIRCRAFT ., 2008 SFER AND AND INTERESTS UNTO: PURCHASER NAME AND ADDRESS (IF INDIVIDUAL (5). GIVE LAST NAME. FIRST NAME. AND MIDDLE INITIAL ) PLASTIPAK PACKAGING, INC. 12.50% OF 100% 26180 CURTISS-WRIGHT PARKWAY RICHMOND HEIGHTS, OH 44143 081341436531 $5.00 05/13/2008 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 /3 OF DAY MAJ., 2008. SELLER NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) (IN INK) (IF EXECUTED FOR CO-OWNER ALL T SIGN.) TITLE (TYPED OR PRINTED) FLIGHT OPTIONS, LLC CHIEF FINANCIAL " BRU 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 9043114990,13,„-, 449-96--6511-41-2deer O 8 2 0 0 a 0 0 SDNY_GM_0275B896 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245818 EFTA01330281 VHOHCMIO A110 VHOHVI)10 TT Z Lid £T AN iI 2 NORVELSIO3d 1.4VEL: V VA 141.IM C13113 SDNY_GM_02758897 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA _00245819 EFTA01330282 Fate *MOM OS No 140404 talITCO IMO Or AMITRICA OEPIATMOIT OF TIONSPORIRMIN RIIIMinitali senTraTawarri CERT. ISSUE DATE revcan salowaliita on MRCS/a PROISTROON AP"x"11ON &WO awn Le remeneesoe MAIM Iti 78711 MICR."( VAPIa 4 MODEL ' ft C^Ipe1y Anaa Aa TAI AK-260 FOR MA USE ONLY TYPE OF REONMW10/1 (Oa a al O & Sat 0 2 Pertnethp 0 &COWS.. c# 4. Cc-emler 0 S. Gat 0 e a ' MME OF APPUCANT (Pears) town cn enclose o/ onl•nhip a Vete% Il•• ..01my* ••••••• wei male Me 1.) Air Ghislair*, Inc. 6.25% of 100i • (See Attactrrent c(akci t4 - I s-o2) MOTOR MAW ( I ADDRESS pfearesi tare was ice laF ir howt • swam axe was area rasa sea be Ortraal go: Options, LW wriber Ind lent 26180 Curt ss-Wright Parkway we Rae PO a CITY Riclmond Heights mot OH re COCK 44143 o CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION I Reed the following statement DOOM signing this application. This portion MUST a completed. A WNW aliONNII sees b any SST, n IIns .presto. nay is Wong. 10. PunOme4 DI fn. An a I- Oncow*Al NA Ca* T•• W. Sec lta • CERTIFICATION NVE cense (II MN ilie awe — if oweeteeff iimemer.14 St a • • arm Nabs anwelial el at Leda Slia (Per CYO Owl OM Fee el sa. 1 cr. GEM ONE AS PaROPRLES • 0 A gala ea a Sin ropignakel (Fenn ITN a' IASI) N. a W:ndratema WRIST agent* w0 tuldni•S under OA NM OI Pal elisace____ ...„,renerstiwititerimr. "tett fterriliFIltar 4' P1 Ms of area • NI Nana war at lion el my air may. are IN The isoel Nara 0. 001.0•0 • sea • NM fa Reif es a Fess AWACS Pamentet NOTE: ll eliatited b OPOwileap IS appland must Use name ate a ne:Gelert TYPE sign OR PAINT NAM BELOW sonatina Ili ainigallig ma Chief Financial Officer of nicht Ootices, LLC Oa 44.15.08 b I III Boyle nitE acting as Atte:Riley-in-ISM far Air Chislaine, Inc. 1 I INOIWURE Ma 4fr/ one Hon r alone alba el Pawn Nedelifila ire Oak ow be wad bewail a in mew or 90 Cwt, sal era Wre S. nil C•PILIS et Weleelim null be oaf In or am AC Fain IOW aO3) (035240432•4007) SDNY_GIL1_02758898 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00245820 EFTA01330283 VI-10HVMO A!!3 VI4OPV1X0 60 71 lid SI 8d9 800? 69 fiCiLv:I.P>103klliV:iltn: :i I41IN, 031iJ SONY_GM_02758899 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_0024582I EFTA01330284 ATTACHMENT TO AIRCRAFTEREGISTRATION APPLICATION atied 445-0? 1.) 2.) 3.) 4.) 5.) 6.) 7.) 8.) 9.) 10.) 11.) 12.) 1g.) 14.) Reg #: Model S/N#: Name of Applicant: N787TA Address: Raytheon Aircraft Company 400A RK-260 Owning an undivided Interest of: Bergen Southwest Steel, Inc. 6.25% of 100% Shown on Original form hereto Grand/Sakwa Transportation, LLC 6.25% of 100% Shown on Original form hereto Coronado & Associates, LLC 6.25% of 100% Shown on Original form hereto Grand/Sakwa Transportation, LLC 6.25% of 100% Shown on Original form hereto John P. Hayes 6.25% of 100% Shown on Original form hereto Palisades Capital, Ltd 6.25% of 100% Shown on Original form hereto Missoe Capital, LLC 6.25% of 100% Shown on Original form hereto Elyton Properties, LLP 6.25% of 100% Shown on Original form hereto Parsow Management II, Russ Trading, Inc. & Taurus Capital Management, LLC 6.25% of 100% Shown on Original form hereto Meadow Air, LLC 6.25% of 100% Shown on Original form hereto Flight Options, LLC 31.25% of 100% Shown on Original form hereto Signatures: Title: Date: Chief Financial Officer of Flight Options, LLC acting as Attorney-in-Fact for #2.3.4.5.6.7.8.9.10.11 Chief Financial Officer of Flight Options. LLC LW for #12 ii-cs-o7 By signing above, the applicant agrees and stipulates (I) to the terms. conditions and certification of the AC Form 8050-I Aircraft Registration Application, to which this page is attached (the 'Application-I. III) that all of the information set forth on the Application is true and correct as 01this date, and (Ill) the Application may be executed by Ina co-owners by executing separate counterpart signature pages, each of which when so executed and delivered shall be an original, but al such counterparts shall together constitute but one and the same application. SDNY_GM_02758900 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245522 EFTA01330285 SIWOHVINO A.LI3 )10 60 ZT Lid ST NdU Pal VG tiOlIVVLS103:; LI? G,Y.r.' 'iv om.4 SDNY_GM_02758901 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245823 EFTA01330286 DOCUMENT LEVEL ANNOTATIONS SOLD SDNY_GM_02758902 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245524 EFTA01330287 SDNY_GM_02758903 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245825 EFTA01330288 FORM APPROVED OMB NO 2120-0042 UNITED STATES OF AMERICA - U.S. DEPARTMENT OF TRANSPIDEADON MIMI AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE Oo Not WrAe This FOR FAA In USE O Block NLY FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES- ' CRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N 787TA AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-260 DOES THIS 19' DAY OF APR., 2008 HEREBY SELL, 'GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: PURCHASER NAME AND ADDRESS OF ireivioun. ($). GIVE LAST NAME. FIRST NAME. AND MOLE INITIAL.) i . • PARSOW MANAGEMENT II, Lie-, R-1.65-1170441A5ine-• 6.25% OF 100% & TAURUS CAPITAL MANAGEMENT, LLC 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 8" DAY OF APR., 20.0.8_._ ccw ...I W •BRU (0 NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) pN wag (IF EXECUTED FOR CO-OWNE AL ST SIGN.) TITLE (TYPED OR PRINTED) FLIGHT OPTIONS, LLC CHIEF FINANCIAL E YLE 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_02758904 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 8 1 O CO 0 a ffi g V 0 EFTA_00245826 EFTA01330289 dHo Alto vt4ok,viko 60 21 gg rj$: as 43. C SDNY_GM_02758905 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245827 EFTA01330290 FORM APPROVED OMB NO. 2120.0002 UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION FUGAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N 787TA AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-260 DOES THIS i 5TH DAY OF APR., 2008 HEREBY SELL, GRANT. TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: Do Not Write In This Block FOR FM USE ONLY PURCHASER NAME AND ADDRESS (IF INDIVIDUAL (S). GIVE LAST NAME. FIRST NAME AND MI COL E INITIAL ) MEADOW AIR, LLC 6.25% OF 100% 26180 CURTISS-WRIGHT PARKWAY RICHMOND HEIGHTS, OH 44143 081061213284 *5.00 04/15/2008 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 S I" DAY OF APR ., 2008. SELLER NAME (5) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) (IN INN) (IF EXECUTED FOR CO-OWNE L T IGN.) TITLE (TYPED OR PRINTED) FLIGHT OPTIONS, LLC CHIEF FINANCIAL BRUCE B YLE • OFFICER ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FM RECORDING HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA . I. ' AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition SDNY_GM52758906 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 O U 0 O a O in EFTA_00245828 EFTA01330291 VI4OHV1)10 Ai!) `3401!VUO 60 Z1 hid Si &kJ tftE v vd :L1ih\ 03 tb SDNY_GM_02758907 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245829 EFTA01330292 PONS elffellti Or lb. Et200* unto STATES OF a OEPARIIIINT 00 TISMS000031011 PM* ~MN CERT ISSUE DATE Sea ISONIONEY ASIIONSICIL a AM ame IMOISTRUICM PPIRICJMOpi UNETE0 raossimai STATES H ow n si rip AVICIWIT WANUFACTISSER I WOES d iktflP0A1 Aircraftrirriarly 41114 FiC -260 FOR FM USE ONLY Ten OP IMOISMUITION Cheek cee Wel 0 I. iotaStell 0 2 PeMemshee 0 S Cormence al 4. Cow 0 5. Son Q sil" . ." NAOS OF AIWUCANT (Ponce(s) awn s spew, 0 0.,mnholi ireAludk OW SW fan MO teat OW Mine la) 1.) Air Ghislaine, Inc. 6.25% of 1CO% illi C9ze Attachrent clat-r-Ci 4 11103) Tuipsam MASER c I ACCetESS iPanimewit nes ammo tett P.O.pplis Lest OOPS laNnes naIN Ma be 000.1 C/o: si ILI; Sinew erel eat 26180 Curtiss-bright Parnay rand Pale. CITY Richrmi Heights I STNS OH ZIP CODE 44143 O CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Rood the following statement before signing this applIcatton. This portion MUST be completed. A Wm or MOWN mow * we Gaston n Ise •00.0.:, my, so rsss: P:. ‘....-,,n-sy, us r. se .s- y .- 0.0,00 0.13 Oa MN IL 1Sec Nil) • CERTIFICATION Col Wet Pe Owe Yvan a awed by se preemose wort are is • aim fnendr0 comesewea 01 ili• Wald Masa rat wets I* 0.• name al Met I. or CHECK ONE AS APPn0Pwas: al:IA.00M elen..0 an IIPOOPIOXI 0.0110 1.151 a Fenn ISM PS e Cabe nar0iliten caws* odonapci wet awe *awes to* Maw al ISM _DelaSiare__ _ . kr = .172tOnatal4 M:aU l" &M bar. hair artr• OS Ibml In Nana Is not 'Woad we In• *a 0 my Isessaa *Sway: 400 IN Test en* memo 0 want. * slisdecto.ts Will fail as we Paw *mhos AdMICSIOI NOTE: II 000.140 * COOrmenN0 an woken* must ilar Use reverse Se n necessary Mt OR PRINT SAC sEu)w WitusuRS fp 6 g ip i : ¢ 7: 4al o TITLE Chief Financial Of ficeram of Flight 0pticos, Ile ii-iiag Bruce Boyle Will acting as Attorney-infar Air Ghislaine, Inc. EIONSIIME Tull #1 DM NOTE Prang mai, 0 IN• Confab 0 h.a Reesecw we await ass es caneal IS • Peed t a SCOW OR TO den. end Skim Into Pr PM ag, ol I* *Aka* inaltearsea a IN waft X F (0504 (5103) gono:$4244O37) SDW_GM_02758908 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00245830 EFTA01330293 VHOH V1)10 A110 114/0HV 1)40 00 Z tdd L BON zia tiCII.V:Ittiri3I I i :17,1" 7 • \ff 141.11A SONY_GM_02758909 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00245831 EFTA01330294 ATTACHMENT TO AIRCRAFT REGISTRATION APPLICATION aided 4/1/08 1.) 2.) 3.) 4.) 5.) 6.) 7.) 8.) 9.) 10.) 11.) 12.) 13 ) 14.) 15.) 16.) Reg #. Model: S/N# Name of Applicant: N787TA Address: Raytheon Aircraft Company 400A RK-260 Owning an undivided Interest of: Bergen Southwest Steel, Inc. 6.25% of 100% Shown on Original form hereto GrandlSakwa Transportation, US 6.25% of 100% Shown on Original form hereto Coronado & Associates, LLC 6.25% of 100% Shown on Original form hereto GrandlSakwa Transportation, LLC 6.25% of 100% Shown on Original form hereto John P. Hayes 6.25% of 100% Shown on Original form hereto Palisades Capital, Ltd 6.25% of 100% Shown on Original form hereto Missoe Capital, LLC 6.25% of 100% Shown on Original form hereto Elyton Properties, LLP 6.25% of 100% Shown on Original form hereto Flight Options. LLC 43.75% of 100% Shown on Original form hereto Signatures: o. Title: Chief Financial Officer of Flight Options, LLC acting as Attorney-in-Fact for #2,3.4.5,6,7,8.9 Chief Financial Officer of Flight Options, LLC LLC for #10 Date: 41-7 I a By signing above. the applicant agrees and stipulates (II to the terms. conditions and certification of the AC Form 8050-I Aircraft Registration Application. 10 which this page is attached (the 'Application"). (II) that all of the information set forth on the Application a true and correct as of this dale, and (Ill) the Application may be executed by the co-ovmers 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_02758910 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245532 EFTA01330295 • A 1Ait,9r 11V7Nn • ;314,7-3,0 oo e tie SDNY_GM_02758911 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245833 EFTA01330296 DOCUMENT LEVEL ANNOTATIONS SOLD SDNY_GM_02758912 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245834 EFTA01330297 SONY_GM_02758913 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245835 EFTA01330298 FORM APPROVED OMB NO 2120-0642 UNITED STATES OF AMERICA U S [APARTMENT* IIANSPMITATIONIFOOMI AVIATION ADMIXISIEM1011 AIRCRAFT BILL OF SALE i i i I , In Tim Walt F Do Not Write OR FM USE ONLY 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 N787TA AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-260 DOES THIS 2ND DAY OF APR., 2008 HEREBY SELL. GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: PURCHASER NAME AND ADDRESS (IF INDIVIDUAL (S), GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL.) FLIGHT OPTIONS, LLC 6.25%OF 100% 26180 CURT1SS-WRIGHT PARKWAY RICHMOND HTS., OH 44143 080981411279 $5.00 04/07/2008 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 2/. OF APR., 2008. SELLER NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) (IN IM() (IF EXECUTED FOR CO-OWNE , L SIGN.) TITLE (TYPED OR PRINTED) KIRK AIR, LLC CHIEF FINANCIAL OFFICER BRU B LE OF FLIGHT OPTIONS. LLC ACTING AS ATTORNEY-INFACT FOR KIRK 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 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition SDNY_GM_02758914 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245836 EFTA01330299 Ali, vi40. -viNo Near tilliy. rils!:.:3u 2 " oo a md 1 Quo? • ?swim adr:f3w, 37id SDNY_GM_02758915 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245837 EFTA01330300 CERTIFIED COPY TO BE REcorinFo BY FAA FAA RELEASE 0 Raytheon Aircraft Credit Corporation (the "Secured Party") as secured 0 0 party under the Security Agreements described and defined on Exhibit A attached hereto, 0 0 hereby releases from the terms of the Security Agreements all of its right, title and interest 0 0 a 0 in and to the collateral described in the Security Agreements. Dated this 'CI day of March, 2008. I herebycmify S I hve compared this document with the original ari it is a tmeend cotter copy Weed RAYTHEON AIRCRAFT CREDIT CORPORATION By: Name: Title: ronalsect4 /gna .< fl /44•14e1 SDNY_GM_02758916 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 ;:"J O O O EFTA 00245838 EFTA01330301 VHOHY1M0 A113 V190HV1M0 3Z T Lid i 8dd 800? GG tiOliVt1SICU C'Ci NlIM 0311d :c r : r" . v..' 4 • :Nylr SDNY_GM_02758917 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA _00245839 EFTA01330302 EXHIBIT A Security Agreements Supplemental Aircraft Inventory Security Agreement dated as of Junc 13, 2003, between Raytheon Aircraft Credit Corporation ("RACC"), as secured party, and Flight Options, LLC ("FOLLC"), as debtor (with the Amended and Restated Aircraft Dealer Floor Plan Financing and Security Agreement dated as of June 12, 2003, between RACC and FOLLC, attached thereto), recorded by the Federal Aviation Administration (the "FAA") on July 17, 2003, as Conveyance Number S 122733; Supplemental Aircraft Inventory Security Agreement dated October 4, 2004, between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on April 7, 2005, as Conveyance No. YY039873; Supplemental Aircraft Inventory Security Agreement dated November 3, 2004, between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on April 25, 2005, as Conveyance No. YY040015. References to the above described agreements include any agreements attached thereto, incorporated by reference therein. or described therein referencing liens. encumbrances or security interests in favor of RACC. (collectively the "Security Agreements"). SDNY_GM_02758918 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245840 EFTA01330303 L'HOHVlA0 A LIO VWCHV 'NO LIcl t 8d9 80E SDNY_GM_02758919 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245841 EFTA01330304 DOCUMENT LEVEL ANNOTATIONS ORIG #2903 RET'D M&T SEE CONVEYANCE YY039873 DOC ID C311 PG 3 N418CW SEE CONVEYANCE #YY039873 DOC ID C330 PG 5 & YY040015 DOC ID C330 PG 1 N870BB SEE CONVEYANCE YY039873 DOC ID C312 PG 11 N56FF SEE CONVEYANCE #YY039873 DOC ID C333 PG 25 N462CW SEE CONVEYANCE #YY039873 DOC ID C375 PG 5 N482RK SEE CONVEYANCE #YY039873 DOC ID C343 PG 79 & YY040015 DOC ID C343 PG 67 N787TA SEE CONVEYANCE #YY039873 DOC ID C329 PG 41 N793TA SEE CONVEYANCE #YY039873 DOC ID C344 PG 15 N805LX SEE CONVEYANCE #YY039873 DOC ID C322 PG 13 N821LX SEE CONVEYANCE #YY039873 DOC ID YY039873 DOC ID C324 PG 5 & YY040015 DOC ID C324 PG 1 N800VR SEE CONVEYANCE #YY039873 DOC ID C316 PG 1 N862CW SEE CONVYANCE #YY039873 DOC ID C330 PG 1 N21LL SEE CONVYANCE #YY039873 DOC ID C319 PG 1 N711AW SEE CONVEYANCE #YY039873 DOC ID C343 PG 7 N619TA SEE CONVEYANCE #YY039873 DOC ID C316 PG 29 N61HT SEE CONVEYANCE #YY039873 DOC ID C316 PG 27 N481CW SEE CONVEYANCE #YY040015 DOC ID C321 PG 15 N445PK SEE CONVEYANCE eYY040015 DOC ID C320 PG 1 N449LX SEE CONVEYANCE #YY040015 DOC ID C330 PG 5 N441LX SEE CONVEYANCE #YY040015 DOC ID C315 PG 1 N384EM SEE CONVEYANCE #YY040015 DOC ID C325 PG 1 N523PB SEE CONVEYANCE #YY040015 DOC ID C314 PG 37 N620RM SEE CONVEYANCE #YY040015 DOC ID C320 PG 1 SDNY_GM_02758920 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245842 EFTA01330305 SONY_GM_02758921 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245843 EFTA01330306 LOAN (For use on deals drawn under the September 1, 2003, Agreement) FAA RELEASE Raytheon Aircraft Company Model 400P Manufacturer's Serial No. RK-260 Registration No. tu7R7-re Engine Make and Model Pratt & Whi tnev 1f1510-5 Engine Serial Nos. Prr - TAO7R7 & Pt-F-JA0291 Propeller Make and Model N/A Propeller Serial Nos. N/A The undersigned, assignee of the interest of Raytheon Aircraft Credit Corporation, Secured Party under the Security Agreement dated tarmary 21 2003 with Cnrnnado & Associates. L.L.C. as Debtor, recorded by the Federal Aviation Administration on Fehr. mry 24 2003 as Conveyance No. R061351 which Security Agreement was assigned to the undersigned pursuant to the FAA Assignment dated as of s.r uar hAr 79 2003 recorded by the FAA on October 8, 2003 as Conveyance No. FF001660 * hereby releases all of its interest in the collateral covered by said Security Agreement. Dated this 79th day of February 2008 *Assigned from Raytheon Aircraft Credit Corp to Raytheon Aircraft Receivables Corporatio and further assigned from Raytheon Aircraft Receivables Corporation to General Aviation Receivables Corporation and reassigned to Bank of America, N.A., Administrative Agent A a aon NK. OF AMERICA, NATIONAL ASSOCIATION AS ADMINISTRATIVE AGENT By: 4 e ia..654.e.. Kathleen M. Carry, V' President BA0169 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 February 2008 . Raytheon Aircraft Raytheon Aircraft General Aviation Receivables Corporation Credit Corporation Receivables Corporation By: By: Name: 7j err1.44. if er i.4 ---want zellame: ti. for M WentzeName: ennifer q v nt..1 Title: Co tracts Manager Title: Contracts Manager Title: Contracts Manager 27,,etw - By: 7271- 414------. This Release shall consist of this one page only, with no schedules, appendices or similar attachments attached hereto. NI BIA GA WAN RELEASE D0C SDNY_GM_02758922 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 r OO a 0 0 .<04 0 a • a 0 14 00 O N 14 3 EFTA_00245844 EFTA01330307 VIN0 karINO 1‘110 HV1510 8S i Lid E ULF 8003 22 NOIV/1111: : 14V113)111/ ind 131I4 SDNY_GM_02758923 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245845 EFTA01330308 DOCUMENT LEVEL ANNOTATIONS SEE RECORDED CONVEYANCE R061351, DOC ID C301, PG 1) SDNY_GM_02758924 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245846 EFTA01330309 SDNY_GM_02758925 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245847 EFTA01330310 U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION CROSS-REFERENCE-RECORDATION SEE CONVEYANCE NO FILING DATE: This form is to be used in cases where a conveyance covers several aircraft and engines, propellers, or reunions. File original of this form with the recorded conveyance and a copy in each aircraft folder involved. TYPE OF CONVEYANCE SECOND LIEN AIRCRAFT MORTGAGE AND SECURITY AGREEMENT DATE EXECUTED 12/7/07 FROM FLIGHT OPTIONS LLC DOCUMENT NO. T083586 TO OR ASSIGNED TO FO FINANCING LLC DATE RECORDED January 24, 2008 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: AIRCRAFT (Liss by registration number) I "TAI. NIINIRFR non! vrn I N787TA ENGINES I VITA! NI isaRF.R IN WM VPI) 7 MAKE(S) PRATT & WHITNEY CANADA JTI 5-D SERIAL NO. PCE-JA0287 PCE-JA0291 PROPELLERS I DITAi NI iMRFR rNVoi vFt) MAKE(S) SERIAL NO. SPARE PARTS -LOCATIONS I TATAI Ni rmRFR Nvor rim LOCATION RECORDED CONVEYANCE FILED IN: N787T A RAYTHEON AIRCRAFT SERIAL RK-260 AF5-750-23 (Ger SDNY_GM_02 758926 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245848 EFTA01330311 SDNY_GM_02758927 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245849 EFTA01330312 CODTIFIED COPY RECORDED BY FAA SECOND LIEN AIRCRAFT MORTGAGE AND SECURITY AGREEMENT dated as of December _7_, 2007 made by FLIGHT OPTIONS, LLC in favor of FO FINANCING, LLC as Mortgagee NJ 228,303 800W 0O as SDNY_GM_02758928 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245850 EFTA01330313 A v x o • xo ZS 'rid& I 03010. C13 .11d SDNY_GM_02758929 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0024585 I EFTA01330314 OD pro IV 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 4.5 Insurance 8 4.6 Modification and Additions 8 4.7 Reserved 9 4.8 Inspection 9 4.9 Citizenship 9 4.10 Event of Loss with Respect to an Engine 9 4.11 Further Assurances 9 4.12 Sale of Aircraft 10 SECTIONS 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. I I NJ 220.30400CW SDNY_GM_02758930 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245852 EFTA01330315 SDNY_GM_02758931 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245853 EFTA01330316 0 N N 6.3 Waiver of Appraisement, etc 12 6.4 Remedies Cumulative 12 6.5 Application of Proceeds 12 6.6 Delay or Omission; Possession of Loan Certificates 12 4.9 Mortgagee's Right to Perform for the Grantor 13 SECTION 7 MISCELLANEOUS PROVISIONS 13 7.1 Amendments, etc 13 7 2 Indemnification 13 7.4 Notices 14 7.5 Continuing Lien and Security Interest; Transfer; Release of Mortgage Collateral; Termination of Mortgage 14 7.6 Governing Law 14 7.7 Severability 15 EXHIBIT Exhibit A — Term Note Agreement SCHEDULE Schedule 1— Description of Aircraft and Engines NJ 228.303.600v4 SDNY_GM_02 758932 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245854 EFTA01330317 SDNY_GM_02758933 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245855 EFTA01330318 T 0 8 3 5 8 6 SECOND _CONYE E RECORDED of December LIEN 2007 AIRCRAFT MORTGAGE AND- SECURITY AGREEMENT, dated as limited liability (the "Mortgage"), made by FLIGHT OPTIONS. LLC a Delaware business at 26180 company Curtiss (the Wright "Grantor"), with its chief t avid ailief place of FINANCING. LLC, a Delaware Parkway, Cleveland, Ohio 4419: is mfavor of FO Agreement defined below limited liability companyf kliiiileMMdelethe Term Note (the "Mortgagee"). ADMINISTRATION WITNESSETH: WHEREAS, Subordinated Term Note the Grantor and the Mortgagee are parties to that certain Secured amended, amended and Agreement dated of even date herewith attached hereto as Exhibit A (as the "Term Note Agreement"), restated, joined, supplemented or otherwise modified from time to time, advances to the Grantor pursuant to which Mortgagee has agreed to make certain loans and subject to the terms and conditions set forth therein; NOW, THEREFORE, under the Term Note Agreement, to secure indebtedness of the Grantor to the Mortgagee arising Documents, as defined and the repayment of all sums due under the other Loan contingent, joint or several, in the Term Note Agreement, whether direct or indirect, absolute or Mortgagee as or now or hereafter existing, the Grantor hereby agrees with the follows: SECTION I CERTAIN DEFINITIONS 1.1 Definitions. Unless otherwise defined herein, capitalized shall have the terms defined herein capitalized terms respective defined meanings ascribed to them in the Term Note Agreement. All other meanings ascribed in the preamble and recitals to this Mortgage shall have the respective to them therein and the following meanings (and shall be terms shall have the following defined applicable to both the singular and the plural forms of such terms): legislation "61": of the the Transportation United States Act, 49 U.S.C. §§40101, et. sea. as amended, and any similar of America enacted in substitution or replacement together with thereof; the regulations of the FAA thereunder, as in effect from time to time. the date "Aircraft": hereof, described collectively, each Airframe, together with the Engines installed thereon as of in Schedule I hereto (or any Engine substituted Engines pursuant for one of said Engines may to subsection 4.11 hereof), whether or not any of said existing or substitute ownership from time to time be installed on such Airframe, to the extent of the Grantor's interest therein. Convention "Aircraft on International Protocol": means the official English language text of the Protocol to the Interests in Mobile Equipment on Matters Specific Equipment, adopted on 16 November to Aircraft same may be amended or modified 2001 at a diplomatic conference held in Cape Town, as the from time to time. "Airframe": or engines that certain airframe which forms part of the Aircraft, excluding the Engines from time to time installed thereon, either originally mortgaged hereunder and 04711%..- ‘ n 149 - It IC NJ 2266302e/ 07 34 1 I mg set/ k4-7/D7 t-h N (43 LJ SDNY_GM_02758934 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245856 EFTA01330319 SDNY GM 02758935 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245857 EFTA01330320 ca •••• N oa Ct. installed described in in or Schedule attached I hereto, together with any and all Parts which are either incorporated or of this Mortgage to such airframe or required to be subject to the lien and security interest in respect of such Airframe, to the extent of the Grantor's ownership therein. interest "Cape Town Convention": shall mean, collectively, Convention, the the Aircraft Protocol, the International Registry Procedures and the International Registry Regulations. domiciled "Certificated Air Carrier": any corporation (except the United States Government) and Necessity in the United States of America and holding (i) a Certificate of Public Convenience predecessor or issued successor under 49 U.S.C. Section 41102 by the Department of Transportation or any issued, any corporation agency thereto, or, in the event such Certificates shall no longer be America and legally engaged (except the United States Government) domiciled in the United States of in the business of transporting predominantly for hire passengers or cargo by air event, operating to, commercial from or between points within the United States of America, and, in either pounds or more of jet aircraft capable of carrying 10 or more individuals or 6,000 Section 1110 of Title cargo, 11 of which also is certificated so as to entitle Grantor to the benefits of Aircraft and/or (ii) certified the United States Code or any analogous statute with respect to the under Part 121 of authority by the FAA to conduct scheduled air cargo transportation the regulations promulgated under the Act. International "Convention" Interests shall mean the official English language text of the Convention on conference held in Mobile Equipment, adopted on 16 November 2001 at a diplomatic time to time. in Cape Town, South Africa, as the same may be amended or modified from "Engine": each aircraft engine described in Schedule Parts which are either I. hereto, together with any and all incorporated or installed subject to the lien and security in or attached to such Engine or required to be of the Grantor's ownership interest of this Mortgage in respect of such Engine, to the extent interest therein. "Event of Loss": any of the following events with, respect to any property: destruction, (i) loss of such property or of the use thereof due to theft, disappearance, normal use damage beyond repair or rendition of such property permanently unfit for for any reason whatsoever; respect (ii) to such any property damage to such property which results in an insurance settlement with on the basis of a total loss; title to (iii) or use the of, condemnation, confiscation, seizure or hijacking of, or requisition of purported Governmental such property by private Persons or Governmental Authority or States Government Authority, excluding, however, requisition for use by the United days; or any instrumentality or agency thereof for a period of less than 60 AV 226.303,600v4 -2- SDNY_GM_02758936 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245858 EFTA01330321 SDNY_GM_02758937 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245859 EFTA01330322 • other governmental (iv) as a result of any rule, regulation, order or other action by the FAA or body having jurisdiction, course of the use of such property in the normal consecutive interstate months: air transportation shall have been prohibited for a period of six (6) or (v) the operation or location of such property, while under requisition by the United States Government, for use excluded or any instrumentality or agency thereof, in any area the Grantor from shall coverage be by any insurance policy in effect with respect to such property, if unable to obtain indemnity in lieu thereof satisfactory from to the Lender the United States Government. An Event of Loss with it.pcct to an Aircraft shall be deemed to have occurred Loss occurs with respect if an Event of Aircraft. to such Aircraft, Airframe or any Engine to which is a part of such replacement "FAA": administration the United or States Federal Aviation Administration, or any successor or responsibilities. governmental agency having the same or similar authority and "Indemnified Liabilities": as defined in Section 7.2 hereof. "International Interest": shall have the meaning ascribed Convention. thereto in the Cape Town Dublin, "International Ireland and Registry": established means the International Registry of Mobile Assets located in successor registry pursuant to the Cape Town Convention, along with any thereto. procedures "International for the Registry Procedures" means the official English language text of 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 time. from time to "International Registry Regulations" means the official English regulations for the language text of the International Registry issued by the supervisory authority thereof pursuant to time. the Convention and the Aircraft Protocol, as the same may be amended or modified from time to assignment, "Lien" security means any mortgage, security deed, deed of trust, pledge, hypothecation, encumbrance, or preference, interest, lien (whether statutory or otherwise), charge, claim or held or asserted priority or other security agreement or preferential arrangement in respect of any asset of any kind or nature whatsoever conditional sale or other including any title retention agreement, any lease having substantially economic effect as any of the same statement under the foregoing, and the filing of, or agreement to give, any financing the UCC or comparable limitation, rights of others law of any jurisdiction and, including, without under any engine or pans interchange, agreement, and any loan lease or pooling International Interest and/or Prospective International Interest. NJ 226.303,6004 -3- N3 SDNY_GM_02758938 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245860 EFTA01330323 SDNY_GM_02758939 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245861 EFTA01330324 co A.1 LO m "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 Aircraft, Engines, to the Mortgagee, executed by the Grantor with respect to additional Mortgage. Parts or other assets and properties of the Grantor to be made subject to the "Obligations": as defined in the Term Note Agreement, amounts due including without limitation all to the Mortgagee arising under or related to this Mortgage. "Parts": at any time, all parts, components, equipment, radio and radar devices, instruments, appliances, avionics, cargo handling systems and loose equipment incorporated or that are at such time Grantor's ownership installed in or attached to any Airframe or Engine or Part, to the extent of the interest therein. "Permitted Liens" means (a) Liens of carriers, warehousemen, mechanics and materialmen artisans, bailees, overdue; (b) Liens incurred in the ordinary course of business securing sums not compensation, unemployment incurred in the ordinary course of business in connection with worker's insurance or other forms of governmental relating insurance or benefits, faith provided to employees, securing sums (i) not overdue or (ii) being diligently contested in good Grantor, in conformity that adequate with GAAP; reserves with respect thereto are maintained on the books of the certain Credit and Security (c) Liens in favor of FO Financing, LLC pursuant to that LLC and Grantor Agreement dated as of the date hereof by and between FO Financing, and the related collateral security documents, Mortgage and Security including that certain Aircraft LLC and Grantor Agreement dated as of the date hereof by and between FO Financing, for taxes (i) not filed with the FAA simultaneously herewith (the "First Mortgage); (d) Liens proceedings, provided yet due or (ii) being diligently contested in good faith by appropriate the Grantor, in conformity that adequate with GAAP; reserves with respect thereto are maintained on the books of indebtedness (e) Purchase money Liens securing purchase money Term Note Agreement); to the extent and permitted in this Agreement (and as such terms are defined in the (9 Liens specifically Agreement. identified as Permitted Liens in the Term Note without "Proceeds": limitation, shall have the meaning set forth therefor in the UCC, and shall include, receivable or received the meaning when set forth therefor in the Term Note Agreement and whatever is otherwise disposed of, any Airframe or Engine or Part is sold, exchanged, collected or insurance, requisition including, without limitation, all amounts payable or paid under damage to such Airframe or other payments as the result of any loss (including an Event of Loss) or or Engine or Part. "Replacement Engine" as defined in Section 4.11 hereof. "TIP' as defined in Section 4.3 hereto. "Term Note Agreement": as defined in the above recitals of this Mortgage. 1 NJ 226.303.600w -4_ SDNY_GM_02758940 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245862 EFTA01330325 SDNY_GM_02758941 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245863 EFTA01330326 co co effect in "UCC" the State means of the New Uniform York; Commercial Code as the same may, from time to time be in provisions of provided, that in the event that, by reason of mandatory to. Mortgagee's law, Lien any or all of the attachment, perfection or priority of, or remedies with respect as in effect on any Mortgage Collateral is governed by the Uniform Commercial Code Uniform Commercial in a jurisdiction Code other than the State of New York. the term "UCC" shall mean the as in effect in such other jurisdiction of this Mortgage for purposes of the provisions definitions related relating to such attachment, perfection, priority or remedies and for purposes of define any term herein to such and provisions; provided further, that to the extent that UCC is used to the UCC, the definition of such tens is defined differently in different Articles or Divisions of such term contained in Article or Division 9 shall govern. SECTION 2 GRANTING CLAUSE Mortgage and Grant of Security performance of Interest. To secure the due and prompt payment and the obligations of the Grantor at any time owing to the Mortgagee, hereby assigns, mortgages, the Grantor Mortgagee a second priority transfers and confirms unto the Mortgagee and hereby grants to the LLC, as security interest, subject to no other Liens other than FO Financing, and to the first following lien lender property, under the whether First Mortgage, in all right, title and interest of the Grantor in called now owned or hereafter acquired (herein collectively the "Mortgage Collateral"), and agrees that the foregoing, provisions of together with the other this Agreement, creates in favor of the Lender an International Aircraft, as collateral security Interest in the of all the Obligations: for the prompt and complete payment and performance when due (a) the Aircraft (including the Airframe and the Engines) and all replacements and substitutions thereof herein, or any therefor to which the Grantor shall from time to time acquire title as provided replacements or substitutions (except for wholly owned therefor, as provided in this Aircraft Mortgage aircraft of the Grantor); servicing, (b) all logs, manuals, books, records (including without limitation, maintenance, testing, modification and overhaul records) and other documents limitation, any (including without logs, manuals, books, records and documents maintained relating to or otherwise in electronic form) concerning the Aircraft, the Airframe or any Engine (collectively, "Records"), including without the any other governmental entity, limitation, all Records required to be maintained by the FAA or Aircraft, the Airframe or any Engine; domestic or foreign, having jurisdiction over the Grantor or the (c) all policies of insurance (including, without required to be maintained limitation, any insurance policies by Grantor hereunder any Engine and all payments relating to the Aircraft and/or the Airframe or and proceeds and all rights to payment or compensation to be received under any received or relating to or involving such policies of insurance in respect of any loss or damage to and/or of any kind with the Aircraft or any part thereof and all compensation and other payments respect to the Aircraft, hereunder, under including but not limited to the insurance required payment and/or compensation the Term Note Agreement and all payments and compensation and rights to in respect of any requisition, loss of title to or forfeiture, seizure, detention or other the use or possession of the Aircraft or any part thereof; NJ 226,303.600W SDNY_GM_02758942 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245864 EFTA01330327 SDNY_GM_02758943 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245865 EFTA01330328 G3 NI to ro accounts, (d) accounts all proceeds (whether cash or non-cash), rents, tolls, issues, profits, revenues, receivable, general intangibles, to be received as a income and any other sums paid, received or Aircraft or any part result of. arising from, derived in connection with or otherwise relating to the thereof, profits, revenues, including, without limitation, all proceeds, rents, tolls, issues, accounts, accounts receivable, general intangibles, paid, received or income and any other sums other disposition of to be received relating to or in connection with the sale, lease, hire, charter or whatsoever utilizing the Aircraft or any pan thereof or the provision of services of any nature 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: Section (a) 40102(aX The Grantor shall (i) be a "citizen of the United States" as defined in 49 U.S.C. 15Xe), (ii) have good and marketable title to such Mortgage Collateral, and clear of all Liens other free register in the name of than the Liens permitted by subsection 4.2 hereof, and (iii) duly in accordance with the Grantor, at its expense, the Airframe constituting part of such Aircraft, duly the Act and shall have in full force and effect a certificate of airworthiness issued pursuant to said Act. (b) This Mortgage is in proper form to be duly filed for recordation with the Act against in accordance lien on and prior the Mortgage Collateral, and this Mortgage shall constitute a duly perfected Liens (except perfected security interest in such Mortgage Collateral, subject to no other for Permitted Liens and Liens of FO Financing, LLC, as first lien lender). (c) (i) No International Interest or Prospective International of Mortgagee) Interest (other than that Grantor shall not is registered consent with the International Registry with rusp‘..A to the Aircraft; (ii) to the registration of any International International Interest or Prospective of Mortgagee); Interest and with respect to the Aircraft (other than any such interest registered in favor Request Authorization (iii) with Grantor has not executed an Irrevocable De-Registration and Export which has not respect to the Aircraft in favor of any person (other than Mortgagee) Oklahoma. been discharged and removed from the Civil Aircraft Registry in Oklahoma City, SECTION 4 COVENANTS expense, 4.1 will: Registration (i) prior Maintenance and Operation. The Grantor, at its own cost and therein to be duly to mortgaging any Aircraft hereunder, (A) cause the Airframe included registered, and at all times thereafter to remain duly registered, the Grantor in accordance with in the name of the registration of the Act, (B) register, on the International Registry, its consent to the Mortgagee's International the other Loan Documents Interest created pursuant to this Mortgage and (including any Prospective International (C) provide Interest) with respect thereto, Interests or Prospective the Mortgagee reasonably satisfactory evidence that there are no International International Interests against the Aircraft which are prior and superior to NJ 2266 =6*M -6- SDNY_GM_02758944 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245866 EFTA01330329 SDNY_GM_02758945 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245867 EFTA01330330 ca fU serviced, the Lien of this Mortgage in favor of the Mortgagee; (ii) at all times cause to be maintained, Mortgage repaired, Collateral, overhauled and tested each Airframe, Engine, and Part, or other relevant hereunder, so as to the good operating condition as when originally mortgaged as may be necessary ordinary wear and tear excepted, and, in the case of each Aircraft, in such condition to enable the airworthiness certification of such Aircraft to be maintained good standing at all in commercial cargo times under the Act and to enable such Aircraft at all times to be operated in materials service in the United States; and (iii) maintain all records, logs and other required by the FAA and any other Governmental Authority having jurisdiction maintained to be rules and in respect of such Mortgaged Collateral. The Grantor will comply with all material any other regulations Mortgage Collateral of the FAA. will The Grantor agrees that the Airframes, Engines and Parts and material law or any not be maintained, used or operated: (A) in violation of any (domestic or rule, regulation or order of any Governmental Authority having jurisdiction foreign), or in violation of any airworthiness certificate, relating license or registration violation to which, any Mortgage Collateral issued by any such Governmental Authority, except for any Material Adverse individually Effect; or in the aggregate, could not reasonably be expected to result in a the terms of subsection (B) in any area excluded from coverage by any insurance required by 4.5 hereof, except in the case of a requisition of America, and for use by the United States United States of America then only if the Grantor obtains indemnity in lieu of such insurance from the covering such area, or against the risks and in the amounts required by said subsection 4.5 Mortgagee; or as to which the Grantor has otherwise obtained the written consent of the Mortgagee's satisfaction (C) in any recognized or threatened area of hostilities unless fully covered to the Mortgage Collateral are by war-risk insurance, or unless such Airframe, Engine, Parts or other America under which operated or used under contract with the Government of United States of destruction or contract said Government assumes liability for any the damage, loss, at the end of failure to return possession of such Airframe, Engine, Parts or Mortgage Collateral or unless the term of such contract and for injury to persons or damage to property of others the Aircraft is only temporarily occurrence attributable located in such area as a result of an isolated conditions, navigational to a hijacking, medical emergency, equipment malfunction, weather its good error or other similar unforeseen circumstances and the Grantor is using "material" faith law, efforts rule, to remove the Aircraft from such area. For purposes of this Section 4.1, a jurisdiction regulation or order of the FAA or any other Governmental Authority having action by (domestic or foreign) is one the violation of which may lead to an enforcement Grantor's authority the FAA or such Governmental Authority or suspension, revocation or limitation of to operate as a Certificated Air Carrier. Interests 4.2 or Prospective Liens. The Grantor will not create or suffer to exist any Lien, International International Collateral, except Interest upon or with respect to any of the Mortgage the Term Note Agreement. for Permitted Liens and any other Liens permitted by the terms hereof and of 4.3 Taxes. The Grantor will pay, and hereby indemnifies Lender from and against, the Mortgagee and each withholdings, any and all fees and taxes, levies, imposts, duties, charges or here called a together "Im") which with any may penalties, fines or interest thereon (any of the foregoing being Mortgagee or any Airframe, from time to time be imposed on or asserted against the by any Federal, state Engine or Part or other Mortgage Collateral or any interest therein foreign government or or local government or other taxing authority in the United States or by any subdivision thereof or by any foreign taxing authority upon or with NJ 226.303,600v4 -7- SDNY_GM 02758946 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0024586% EFTA01330331 SDNYGM_02758947 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245869 EFTA01330332 purchase, respect to: ownership, (i) any Airframe. mortgaging Engine or Part, or any interest therein, (ii) the manufacture, hereunder, other disposition of any Airframe, lease, sublease, use, storage, maintenance, sale or therefor or arising Engine or Part, or any rentals or other earnings payable (iii) this Mortgage; therefrom provided, or the income or other proceeds received with respect thereto, or payment of any Tax however, that, nothing in this subsection 4.3 shall require the unless proceedings shall have been commenced may have attached to foreclose any Lien which good faith by appropriate as security for such Tax, so long as the validity thereof shall be contested in books adequate proceedings and that Grantor shall have set aside and maintain on its reserves with respect thereto. Mortgagee, 4.4 except Possession. as permitted The Grantor will not, without the prior written consent of the under the Term Note Agreement, manner deliver, lease or otherwise in any or interest of transfer, remove or relinquish possession or control of, or transfer any right, title Engine or Part the or Grantor in. any Mortgage Collateral, including without limitation any Airframe, than an Airframe, install or permit any Engine or permit any Engine to be installed, on any airframe other other than any Part to be installed on or attached to any airframe or engine to an Airframe or Engine. 4.5 Insurance. Collateral (a) as The Grantor at its own expense shall cany insurance with respect to the Mortgage together with such required pursuant to the terms and provisions of the Term Note Agreement, endorsements Term Note Agreement. in favor of the Mortgagee (or Lender) as are required under the payments (b) Upon the occurrence and continuance of an Event of Default, all insurance Collateral received shall be by the Mortgagee (or Lender) or any Grantor with respect to the Mortgage held and applied by (if received by the Grantor, immediately paid to the Mortgagee (or Lender)) Term Note Agreement, the or Mortgagee (or Lender) against the Obligations as provided under the be retained by the Grantor for application to the Aircraft, Airframe, Engine, to the repair of the damage with the or Part for which such insurance was paid, all in accordance terms of the Term Note Agreement. modifications 4.6 Modification and Additions. The Grantor, at its expense, shall make such time to meet the in and standards additions of to the Airframes and the Engines as may be required from time to the FAA or other Governmental Authority having jurisdiction. addition, so long as no Default In or Event of Default shall have occurred and be continuing, Grantor, at its expense, may the from time to time make such modifications Airframe or Engine as in and additions to any no such modification or it may deem desirable in the proper conduct of its business, provided that impair the airworthiness addition or shall diminish the value or utility of such Airframe or Engine or condition thereof operating condition thereof below the value, utility, airworthiness and Engine was of the immediately value and prior to such modification or addition (assuming such Airframe or immediately prior utility and in the condition required by the terms of this Mortgage are in accordance with to such modification or addition) and any expenses incurred or related thereto the terms of the Term Note Agreement. NJ 226.302600W -8- SDNY_GM 02758948 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA _00245870 EFTA01330333 SDNY_GM_02758949 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245871 EFTA01330334 interests with the created or intended to be created in favor of the Mortgagee hereunder and to comply respect any laws and regulations of the FAA and the requirements of the Cape Town Treaty with International including Interest of the Mortgagee with respect to the Mortgage Collateral, which the the Mortgage Aircraft, Collateral, or the laws and regulations of any of the various states or countries in located in or any other including the Aircraft is or may fly over, operate in, or become filing of UCC applicable law, including, without limitation, the execution, delivery and hereby, registration financing of and continuation statements with t‘sprat to the security interests created any International Collateral, Interest of the Mortgagee with respect to the Mortgage including substance satisfactory the Aircraft with the International Registry, in each case in form and to the Mortgagee, request. The Grantor in such jurisdictions as the Mortgagee may reasonably hereby authorizes the Mortgagee signature of the Grantor to file any such statements without the to the extent permitted by applicable law. 4.13 Sale of Aircraft. Without the prior written consent of the Mortgagee, shall not sell, the Grantor enter into any transfer conditional or otherwise dispose of any Mortgage Collateral, including any Aircraft or the same legal effect as sale, finance lease or any other agreement or arrangement which has except as provided a sale (regardless of whether Grantor retains title to such Aircraft), in the Term Note Agreement. SECTION 5 RECEIPT, DISTRIBUTION AND APPLICATION OF INCOME Whether 5.1 or not Application an Event of Proceeds and Amounts Realized On Mortgage Collateral. and/or the Term Note of Default or Default shall have occurred and be continuing hereunder Mortgage Collateral shall Agreement, be all payments and proceeds related to and arising from the the Term Note Agreement. paid to the Mortgagee and applied in accordance with the terms of SECTION 6 EVENTS OF DEFAULT AND REMEDIES Term Note 6.1 Agreement), Remedies. Subject to the terms of the Intercreditor Agreement (as defined in the Mortgagee may, without if notice an Event of Default under the Term Note Agreement shall occur, the and to the extent permitted of any kind to the Grantor, except as otherwise provided herein Section 6 or elsewhere by law, carry out or enforce the actions or remedies provided in this Cape Town Convention, in and this Mortgage, any applicable rights and remedies specified under the under the UCC and/or any rights and remedies otherwise available to a secured party jurisdiction; provided, the Uniform Commercial Code as in effect at the time in my applicable deemed to limit, however, that such actions and remedies shall be in addition to, and not be the remedies provided in any Security Document. Agreement: 6.2 Possession of Mortgage Collateral. Subject to the terms of the Intercreditor continuing, the If Mortgagee an Event may, of Default without under the Term Note Agreement shall occur and be Collateral, including notice take possession of all or any part of the Mortgage the Grantor, wholly or the partly Aircraft and may exclude the Grantor, and all persons claiming under all of their respective therefrom. In addition, the Mortgagee shall be entitled to exercise rights and remedies as set forth in this Mortgage, under the Loan NJ 228.303.600v4 -I 0- SDNY_GM_02758950 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245S72 EFTA01330335 SDNY_GM_02758951 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245873 EFTA01330336 Lu Pa the Documents, Grantor and at law with respect to the Mortgage Collateral. At the request of the Mortgagee, the Mortgagee shall promptly deliver or cause to be delivered to the Mortgagee or to whomsoever reasonably specify, shall designate, at such time or times and place or places as the Mortgagee may United States and fly or cause to be flown to such airport or airports in the continental Mortgagee, all or as the Mortgagee may reasonably specify, without risk or expense to the any part of the Aircraft specified by the Mortgagee. will provide, without In addition, the Grantor Collateral, cost or expense to the Mortgagee, storage facilities for the Mortgage Mortgage Collateral including or any Aircraft. If the Grantor shall for any reason fail to deliver any any part thereof after demand by the Mortgagee, without being the Mortgagee may, responsible or willful misconduct for loss or damage, except to the extent caused by the gross negligence conferring on of the Mortgagee, (i) obtain an order from any court having jurisdiction the Mortgagee immediate possession the right to immediate possession or requiring the Grantor to deliver of all or part of such Aircraft to the Mortgagee, Grantor specifically to the entry of which the judgment, pursue all consents, or (ii) with or, to the fullest extent provided by law, without such they may be or any part of such Mortgage Collateral, including the Aircraft wherever Mortgage Collateral, found and enter any of the premises of or leased by the Grantor where such including including the Aircraft may be and search for such Mortgage Collateral, the Mortgagee, the Aircraft upon and demand, take possession of and remove the same. The Grantor agrees to pay to expenses shall constitute Obligations all expenses incurred in taking any such action: and all such of this Mortgage and Security and, until paid, be secured by the lien and security interest Documents. Upon every such taking of possession, may, the Mortgagee from time to time, make all such reasonable expenditures for maintenance, repairs, replacements, insurance, alterations, additions and improvements including to and of the Mortgage Collateral, the Aircraft as it may deem proper. 6.3 Agreement: Sale and Suits for Enforcement. Subject to the terms of the lntercreditor continuing, (a) the If Mortgagee, an Event of with Default under the Term Note Agreement shall occur and be including or without taking possession of the Mortgage Collateral, the Aircraft, may all or any part of (i) to the extent and in the manner permitted by law, sell at one or more sales, such time or times the and Mortgage Collateral, at public or private sale, at such place or places and at retention of title by upon such terms, including terms of credit (which may include the the Mortgagee whether or not to the property so sold), as the Mortgagee may determine, the Mortgage Collateral shall be at the place of sale; and whether for specific (ii) performance proceed to protect and enforce its rights under this Mortgage by suit, any power herein granted or of any covenant herein contained or in aid of the exercise of Collateral under for the foreclosure of this Mortgage and the sale of the Mortgage the judgment or decree of a court of appropriate enforcement of any other jurisdiction or for the right. thereof (b) by the At Mortgagee any public sale of an Mortgage Collateral, including the Aircraft or any part accept bids requiring pursuant to paragraph (aXi) above, the Mortgagee may consider and the extension of credit to the bidder and may determine the highest bidder NJ 226.303.600v4 -I ISDNY_GM 02758952 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245874 EFTA01330337 SDNY_GM_02758953 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245875 EFTA01330338 4.7 Reserved. 4.8 Inspect' n. Subject to the provisions of Section 10 of the Term Note Agreement, Collateral, the Grantor shall permit the Mortgagee by its officers or agents to inspect the Mortgage such times including during the Aircraft, and the Grantor's documents and records relating thereto, at all request; provided normal business hours as the Mortgagee may from time to time reasonably visits shall be that so long as no Event of Default shall have occurred and is continuing such limited to two (2) occasions per fiscal year. 4.9 Reserved. defined 4.10 in 49 U.S.C. Citizenship. Section The Grantor shall at all times be a "Citizen of the United States" as 40102(aX I 5Xc). Loss with 4.11 respect Event of Loss with Respect to an Engine. Upon the occurrence of an Event of to an Engine under circumstances Loss with in which there has not occurred an Event of respect to the Airframe on which such Engine was originally shall give installed, the Grantor occurrence the of such Mortgagee Event prompt written notice thereof and shall, within 90 days after the of Loss, duly subject to the lien and security in substitution interest of this Mortgage, another General for Electric the Engine with respect to which such Event of Loss occurred, substitute model and suitable CF6-50C2 engine (or engine of the same manufacturer of an improved Mortgagee) for installation and use on an Airframe or such other engine acceptable to the value and utility (herein at called a "Replacement Engine") free and clear of all Liens and having a respect to which such least Event equal to, and being in as good operating condition as, the Engine with and in the condition of Loss occurred assuming such Engine was of the value and utility occurrence of such Event and repair required by the terms of this Mortgage immediately prior to the of Loss. At the time of such replacement, shall (1) the Grantor, at its expense, furnish the Mortgagee with evidence, reasonably satisfactory Grantor's title to the Mortgagee, of the to the Replacement Engine, (ii) cause a supplement the Replacement Engine to this Mortgage describing furnish the Mortgagee with to be duly executed and filed for recordation pursuant to the Act, (iii) subsection 4.5 hereof with such evidence of compliance with the insurance provisions of request, and Isapcd to such Replacement Engine as the Mortgagee may reasonably Mortgagee may (iv) furnish the Mortgagee with such certificates and opinions of counsel as the Replacement Engine, request in order to evidence the value, utility and operating condition of the (other than Permitted the Grantor's title to the Replacement Engine free and clear of all Liens security interest of Liens) and the subjection of the,Replacement Engine to the lien and this subsection 4.11, this Mortgage. Upon full 'compliance by the Grantor with the provisions of Engine with respect the Mortgagee will deliver to the Grantor an instrument releasing the this Mortgage. For all to purposes which such Event of Loss occurred from the lien and security interest of subjected to the of this Mortgage, each Replacement Engine shall, after being shall be deemed part lien of and security interest hereof, be deemed an "Engine" as defined herein and the same Aircraft as was the Engine replaced thereby. and deliver 4.12 such Further documents Assurances. The Grantor at its expense will promptly and duly execute Mortgagee may and assurances and take such action as may be necnsary, or as the purpose of this Mortgage, from time to time request, in order to more effectively carry out the intent and to establish, protect and perfect the rights, remedies, liens and security NJ 228.3a3.600.4 -9- SDNY_GM_02758954 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245876 EFTA01330339 SDNY GM 02758955 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245877 EFTA01330340 at extension such sale, of credit. whether or not the bid of such bidder shall be solely for cash or shall require the (c) The Mortgagee, any sale under paragraph to the extent permitted by law, may from time to time adjourn sale or for any adjournment (a)(i) above by announcement at the time and place appointed for such at the time and place thereof; and without further notice or publication, such sale be made to which the same shall have been so adjourned. of possession (d) Upon the completion of any sale under paragraph (aXi) above, full title and right to the Mortgage Collateral, retention of including the Aircraft so sold shall (subject to any purchaser title by the Mortgagee as part of the terms of such sale) pass to the accepted accordance forthwith with upon the completion of such sale, and the Grantor shall deliver, in the instructions of the Mortgagee (including same to be flown flying any Aircraft or causing the such Mortgage Collateral to such airports in the continental United States as the Mortgagee may specify), Mortgage Collateral, so sold. If the Grantor shall for any reason fail to deliver such The Mortgagee the Mortgagee shall have all of the rights granted by subsection 6.2 hereof. name and stead, is hereby irrevocably appointed the true and lawful attorney of the Grantor, in its Nevertheless, to make all necrsary conveyances of any Mortgage Collateral so sold. if so requested by the Mortgagee or by any purchaser, any such sale or conveyance the Grantor shall confine releases as may be designated by executing and delivering all proper instruments of conveyance or in any such request. lawfully 6.4 may, that Waiver of Aporaisement, etc. The Grantor agrees, to the fullest extent that it claim the benefit or it advantage will not (and hereby irrevocably waives its right to) at any time plead, or redemption law now or hereafter of, any appraisement, valuation, stay, extension, moratorium or Mortgage or the absolute in force, in order to prevent or hinder the enforcement of this sale of the Mortgage Collateral. 6.5 Remedies Cumulative. No remedy herein conferred upon the Mortgagee intended to be exclusive of is shall be in addition any other remedy, but every such remedy shall be cumulative and to every other remedy herein conferred or now or hereafter existing in law. continuing, 6.6 the Application proceeds of of Proceeds. If an Event of Default shall have occurred and be Collateral pursuant any sale, lease or other disposition of all or any part of the Mortgage this Mortgage or any to this Mortgage and all other sums realized or held by the Mortgagee under Term Note Agreement. proceedings hereunder shall be applied in accordance with the terms of the 6.7 Delay or Omission; Possession of Loan Certificates. (a) No delay or omission of the Mortgagee upon the happening of any Default to exercise any right or remedy arising be construed to be a waiver of or Event of Default shall impair any right or remedy or shall any such Default or Event of Default or an acquiescence and every right and therein; applicable law may remedy be exercised given to the Mortgagee by this Section 6, the Loan Documents, or by the Mortgagee. from time to time and as often as may be deemed expedient by NJ 226.303.600a -12- SDNY_GM_02758956 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA _00245878 EFTA01330341 SDNY_GM_02758957 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245879 EFTA01330342 re ea Lit Crl en without (b) All rights of action under this Mortgage may be enforced by the Mortgagee obligation the or possession of the Notes or any other instrument or document evidencing any the production thereof in any proceeding. 6.8 Mortgagee's Right to Perform Intercreditor Agreement, for the Grantor. Subject to the terms of the if the Grantor from and after the occurrence and continuance of an Event of Default, Mortgagee may fails perform to perform or comply with any of its agreements contained herein, the of-pocket costs and expenses or comply with such agreement, and the amount of the reasonable outsuch agreement incurred in connection with the performance of or compliance with Grantor to the Mortgagee (together with interest thereon at the Default Rate) shall be payable by the Mortgage. on demand and shall be secured by the lien and security interest of this 6.9 Deregistration. occur and be continuing, If an Event of Default under the Tenn Note Agreement shall the Mortgagee may without being responsible except to for loss or damage, procure the extent caused by the gross negligence or willful misconduct of the Mortgagee the deregistration of the registration of the Aircraft and export the Aircraft jurisdiction of the Mortgagee's to a Request Authorization choice pursuant to the Irrevocable De-Registration and Export Grantor agrees to pay ("IDERA") and as authorized by the Cape Town Convention. The incurred in to the Mortgagee, upon demand, all reasonable out-of-pocket expenses paid, be secured taking by any such action; and all such expenses shall constitute Obligations and, until the lien and security Mortgagee, the Grantor will interest of this Mortgage. At the request of the FAA. execute and deliver an IDERA to the Mortgagee to be filed with the shall occur 6.10 and Speedy be Relief Remedies. If an Event of Default under the Term Note Agreement continuing, court proceeding, obtain the Mortgagee may pending final determination of its claim in any the Mortgage Collateral speedy and relief in the form of on order providing for (i) preservation of Collateral; (iii) its value; (ii) possession, control or custody of the Mortgage sub-paragraphs immobilization (i) of the Mortgage Collateral; (iv) lease or, except where covered by to (iii), management of the Mortgage Collateral and the income and (v) sale and application therefrom; of proceeds therefrom. SECTION 7 MISCELLANEOUS PROVISIONS nor consent 7.1 Amendments. etc. No amendment or waiver of any provision of this Mortgage, same shall be to in any writing departure and by the Grantor therefrom, shall in any event be effective unless the consent shall be effective only signed by the Mortgagee and the Grantor, and then such waiver or given. in the specific instance and for the specific purpose for which its reasonable 7.2 out-of-pocket Indemnification. The Grantor agrees (a) to pay or reimburse the Mortgagee for all preparation and costs and expenses incurred in connection with the development, execution of, and any amendment, supplement or modification to, this Mortgage NJ 225302 60Oe4 -13- SDNY_GM_02758958 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245880 EFTA01330343 SDNY_GM_02758959 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245%81 EFTA01330344 I-. rfa ter to 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. 73 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 226.303.60044 -14- SDNY_GM_02758960 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245882 EFTA01330345 SDNY_GM_02758961 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245883 EFTA01330346 BE GOVERNED (a) BY AND THIS AGREEMENT AND THE ANCILLARY AGREEMENTS SHALL CONSTRUED AND ENFORCED LAWS OF THE STATE OF IN ACCORDANCE WITH THE PERFORMED NEW YORK APPLICABLE TO CONTRACTS MADE AND OF LAW. IN SUCH STATE, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OR FEDERAL (b) COURTS THE PARTIES HEREBY CONSENT AND AGREE THAT THE STATE LOCATED YORK SHALL HAVE EXCLUSIVE IN THE COUNTY OF NEW YORK, STATE OF NEW CLAIMS OR DISPUTES JURISDICTION TO HEAR AND DETERMINE ANY MORTGAGEE, ON THE OTHER BETWEEN GRANTOR, ON THE ONE HAND, AND ANY MATTER ARISING OUT HAND, PERTAINING TO THIS AGREEMENT OR TO THAT MORTGAGEE OF OR RELATED TO THIS AGREEMENT; PROVIDED THOSE COURTS MAY AND HAVE GRANTOR ACKNOWLEDGE THAT ANY APPEALS FROM THE COUNTY OF NEW YORK, TO BE HEARD BY A COURT LOCATED OUTSIDE OF THAT NOTHING STATE OF NEW YORK; AND FURTHER PROVIDED, PRECLUDE MORTGAGEE IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO ACTION IN ANY OTHER FROM BRINGING SUIT OR TAKING OTHER LEGAL REALIZE ON THE MORTGAGE JURISDICTION TO COLLECT THE OBLIGATIONS, TO OBLIGATIONS, OR TO ENFORCE COLLATERAL OR ANY OTHER SECURITY FOR THE FAVOR OF MORTGAGEE. A JUDGMENT OR OTHER COURT ORDER IN THE PARTIES EXPRESSLY SUBMIT AND CONSENT ADVANCE TO SUCH IN JURISDICTION IN ANY ACTION OR SUIT COMMENCED SUCH COURT, AND EACH OF IN ANY THAT IT MAY HAVE THE PARTIES HEREBY WAIVES ANY OBJECTION BASED UPON LACK OF PERSONAL JURISDICTION, VENUE OR FORUM NON IMPROPER CONVENIENS. A JUDGE APPLYING (c) THE SUCH PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY BEST COMBINATION OF APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE ARBITRATION, THE PARTIES THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ANY ACTION, SUIT, OR HERETO WAIVE ALL RIGHTS TO TRIAL BY JURY IN WHETHER ARISING PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, AND GRANTOR IN CONTRACT, TORT, OR OTHERWISE BETWEEN MORTGAGEE, TO THE RELATIONSHIP ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL THIS AGREEMENT, ANY ESTABLISHED BETWEEN THEM IN CONNECTION WITH RELATED HERETO OR ANCILLARY AGREEMENT OR THE TRANSACTIONS THERETO. shall not 7.7 affect Severability. The invalidity of any one or more of the provisions of this Mortgage be invalid, or should the remaining operate provisions of this Mortgage should be held by any court of law, to interest of this Mortgage to render this Mortgage invalid or to impair the lien and security hereunder, this Mortgage on all or the major portion of the property intended to be mortgaged shall be construed as if such provisions had not been contained therein. (Balance of Page Intentionally Left Blank. Signature Page Follows. j NJ 224,303.600v4 -15- SDNY_GM_02758962 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245884 EFTA01330347 SDNY_GM_02758963 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245885 EFTA01330348 ta 123 CO IN WITNESS WHEREOF, the Grantor has caused this Mortgage to he duly executed and delivered us of the day and year first above wrincn. FLIGHT OPTIONS, I.I.0 Name: B ------ C. Boy Ic --774— Its: Chief Financial Officer By: Artatt Malpo and Sas* AdsCaneni SDNY_GM_02758964 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245886 EFTA01330349 SDNY_GM_02758965 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245887 EFTA01330350 FO FINANCING, LLC By: H.I.G.-GPII, Inc. Its: Manager Aircrail Mortgage and C.:curtly Agreement By: amc: Richard Siegel Title: General Counsel ait.t. SfAatAdva SDNY_GM_02758966 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245888 EFTA01330351 SDNY_GM_02758967 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245889 EFTA01330352 Exhibit A Term Note Agreement Not included for purposes of confidentiality NJ 226.303.600v4 SDNY_GM_02758968 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245890 EFTA01330353 SDNY_GM_02758969 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245891 EFTA01330354 Schedule 1 Aircraft: Airframes and Engines* Type Reg. No. Serial No. Engine Make Engine Type Engine Serial No. Percent Owner' Raytheon Aircraft Companr model 400A N787TA RK-260 Pratt & Whitney Canada JT15D-5 PCEJA0287— ., ''', ''no," Raytheon Aircraft Company"' model 400A N787TA RK-260 Pratt & Whitney Canada JT15D-5 PCEJA0291"' t '' •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 JTI 5D SERIES with serial numbers JA0287 and JA029I. "••Aircraft used herein references Grantor's undivided 25.0% interest in the Aircraft and Engines. CH199 4911636-2.066.97.0063 SDNY_GM_02758970 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245892 EFTA01330355 hereby cet,LY tior hat: haveconr edthell inal angird sis a true and copy thereof . t o fra A2/0 VI/011 v 10i 11 , vo vixo , 7. i 7S Er z 6.111 3,, v . Ju Zoe vd1.1-11 :ill.P.y-, 104 01.ili •VIV SDNY_GM_02758971 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 Erl'A_002.45893 EFTA01330356 U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION CROSS-REFERENCE-RECORDATION SEE CONVEYANCE NO 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 AIRCRAFT MORTGAGE AND SECURITY AGREEMENT • DATE EXECUTED 12/7/07 FROM FLIGHT OPTIONS LLC DOCUMENT NO. 7083585 TO OR ASSIGNEDTO FO FINANCING LLC DATE RECORDED January 20, 2008 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: AIRCRAFT (Lia by repsuation numba) I TOTAI. NI IMRFR INVOI VET) I N787TA ENGINES I TOTAI. NI IMRFR INVOI WTI 7 MAKES) PRATT & WHITNEY CANADA JTIS-D SERIAL NO PCE-M0287 PCE-JA0291 PROPELLERS 1 TOTAL NI IMRFR INVOI VEll MA/CE(S) SERIAL NO SPARE PARTS -LOCATIONS 1 TOTAI NI IMRFR iNVCILVFD LOCATION RECORDED CONVEYANCE FILED IN: N787TA RAYTHEON AIRCRAFT SERIAL RK-260 AI:S.750.23 (04/07) SDNY_GM_02 758972 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245S94 EFTA01330357 SDNY_GM_02758973 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245895 EFTA01330358 CERTIFIED COPY TO BE RECORDED BY FM AIRCRAFT MORTGAGE AND SECURITY AGREEMENT dated as of December 7 , 2007 made by FLIGHT OPTIONS, LLC in favor of FO FINANCING, LLC as Mortgagee NJ 226.294.392v7 SDNY_GM_02758974 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245596 EFTA01330359 A .l.!1 1714014VR1V0 71)10 IS Fr Wti L 03G LO. V V.4 I-111M C13113 SDNY_GM_02758975 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245897 EFTA01330360 ca ta N in TABLE OF CONTENTS SECTION I CERTAIN DEFINITIONS 1.1 Definitions SECTION 2 GRANTING CLAUSE 5 SECTION 3 REPRESENTATIONS AND WARRANTIES 6 SECTION 4 COVENANTS 6 4.1 Registration Maintenance and Operation 6 4.2 Liens 7 4.3 Taxes 7 4.4 Possession 8 4.5 Insurance 8 4.6 Modification and Additions 8 4.7 Reserved 8 4.8 Inspection 8 4.9 Citizenship 9 4.10 Event of Loss with Respect to an Engine 9 4.11 Further Assurances 9 4.12 Sale of Aircraft 10 SECTION 5 RECEIPT, DISTRIBUTION AND APPLICATION OF INCOME 10 5.1 Application of Proceeds and Amounts Realized On Mortgage Collateral 10 SECTION 6 EVENTS OF DEFAULT AND REMEDIES 10 6.1 Remedies 10 6.2 Possession of Mortgage Collateral 10 6.2 Sale and Suits for Enforcement NJ 226.294.3920 SDNY_GM_02758976 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245898 EFTA01330361 SDNY_GM_02758977 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245899 EFTA01330362 0 C M tV 0 6.3 Waiver of Appraisement, etc 12 6.4 Remedies Cumulative 12 6.5 Application of Proceeds 12 6.6 Delay or Omission; Possocsion 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 7 2 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 I — Description of Aircraft and Engines NJ 228,294.392v7 SDNY_GM_02758978 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 002459tH) EFTA01330363 SDNY_GM_02758979 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA _00245901 EFTA01330364 r0/18 3 5 8 5 AIRCRAFT MORTGAGE AND SECURITY AGREEMENT, dated as of December 2007 (the "Mortgage") made by FLIGHT OPTIONS, LLeordteloggE *pilot fig/Pity company (the "Grantor"), with its chief executive office and chief place of business at 26180 Curtiss Wright Partway, Cleveland, Ohio 44143, in favor of FO FINANCING, LLC, a Delaware limited liability company, as Lender under the Loan and Securityntirdaileatikaidltila (the "Mortgagee"). FEDERAL AVIATION W ITNESSETH: ADMINISTRATION WHEREAS, the Grantor and the Mortgagee are parties to that certain Loan and Security Agreement dated of even date herewith attached hereto as Exhibit A (as amended, amended and restated, joined, supplemented or otherwise modified from time to time, the "Loan and Security Agreement"), pursuant to which Mortgagee has agreed to make certain loans and advances to the Grantor subject to the terms and conditions set forth therein; NOW, THEREFORE, to secure indebtedness of the Grantor to the Mortgagee arising under the Loan and Security Agreement, and the repayment of all sums due under the other Loan Documents, as defined in the Loan and Security Agreement, whether direct or indirect, absolute or contingent, joint or several, or now or hereafter existing, the Grantor hereby agrees with the Mortgagee as follows: SECTION 1 CERTAIN DEFINITIONS 1.1 Definitions. Unless otherwise defined herein, capitalized terms defined herein shall have the tespwtive 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): "Ag": 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. 4i IC 0134 11144347 I 217/07 SDNY_GM_02758980 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245902 EFTA01330365 SDNYGM_02758981 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245903 EFTA01330366 Ni e Ni "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 1110 of Title 11 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 Mica, as the same may be amended or modified from time to time. "Engine": each aircraft engine described in Schedule 1 hereto, together with any and all Parts which are either incorporated or installed in or attached to such Engine or required to be subject to the lien and security interest of this Mortgage in respect of such Engine, to the extent of the Grantor's ownership interest therein. "Event of Loss": any of the following events with, respect to any property: (i) loss of such property or of the use thereof due to theft, disappearance, destruction, damage beyond repair or rendition of such property permanently unfit for normal use for any reason whatsoever, (ii) any damage to such property which results in an insurance settlement with respect to such property on the basis of a total loss; (iii) the condemnation, confiscation, seizure or hijacking of, or requisition of title to or use of, such property by private Persons or Governmental Authority or purported Governmental Authority, excluding, however, requisition for use by the United States Government or any instrumentality or agency thereof for a period of less than 60 days; NJ 228,294.392v7 -2- SDNY_GM_02758982 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245904 EFTA01330367 SDNY_GM_02758983 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245905 EFTA01330368 (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. "E6A": 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 226.294.392v7 -3- SDNY_GM_02758984 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245906 EFTA01330369 SDNY_GM_02758985 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA _00245907 EFTA01330370 0 tS N tb "Loan and Security Agreement": as defined in the above recitals of this Mortgage. "Mortgage": this Mortgage as defined in the preamble. "Mortgage Collateral": as defined in Section 2 hereof. "Mortgage Supplement" any supplement to this Mortgage, in form and substance reasonably acceptable to the Mortgagee, executed by the Grantor with respect to additional Aircraft, Engines, Parts or other assets and properties of the Grantor to be made subject to the Mortgage. "Obligations": as defined in the Loan and Security Agreement, including without limitation all amounts 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 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 NJ 226,294.392v? -4- SDNY_GM_027589EI6 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245908 EFTA01330371 SDNY_GM_02758987 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245909 EFTA01330372 os cs H -4 Ut as in effect in a jurisdiction other than the State of New York, the term "UCC" shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions of this Mortgage relating to such attachment, perfection, priority or remedies and for purposes of definitions related to such provisions; provided further, that to the extent that UCC is used to define any term herein and such term is defined differently in different Articles or Divisions of the UCC, the definition of such term contained in Article or Division 9 shall govern. SECTION 2 GRANTING CLAUSE Mortgage and Grant of Security Interest. To secure the due and prompt payment and performance of the obligations of the Grantor at any time owing to the Mortgagee, the Grantor hereby assigns, mortgages, transfers and confirms unto the Mortgagee and hereby grants to the Mortgagee a first priority security interest, subject to no other Liens, in all right, title and interest of the Grantor in and to the following property, whether now owned or hereafter acquired (herein collectively called the "Mortgage Collateral"), and agrees that the foregoing, together with the other provisions of this Agreement, creates in favor of the Lender an International Interest in the Aircraft, as collateral security for the prompt and complete payment and performance when due of all the Obligations: (a) the Aircraft (including the Airframe and the Engines) and all replacements thereof and substitutions therefor to which the Grantor shall from time to time acquire title as provided herein, or any replacements or substitutions therefor, as provided in this Aircraft Mortgage (except for wholly owned aircrafts of the Grantor); (b) all logs, manuals, books, records (including without limitation, maintenance, servicing, testing, modification and overhaul records) and other documents (including without limitation, any logs, manuals, books, records and documents maintained in electronic form) relating to or otherwise concerning the Aircraft, the Airframe or any Engine (collectively, the "Records"), including without limitation, all Records required to be maintained by the FAA or any other governmental entity, domestic or foreign, having jurisdiction over the Grantor or the Aircraft, the Airframe or any Engine; (c) all policies of insurance (including, without limitation, any insurance policies required to be maintained by Grantor hereunder relating to the Aircraft and/or the Airframe or any Engine and all payments and proceeds and all rights to payment or compensation received or to be received under any such policies of insurance in respect of any loss or damage to and/or relating to or involving the Aircraft or any part thereof and all compensation and other payments of any kind with respect to the Aircraft, including but not limited to the insurance required hereunder, under the Loan and Security Agreement and all payments and compensation and rights to payment and/or compensation in it-vat 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 -5- SDNY_GM_02758988 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245910 EFTA01330373 SDNY_GM_02758989 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002459II EFTA01330374 N 01 O1 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)(15Xc), (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 aspect 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_02758990 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245912 EFTA01330375 SDNY_GM_02758991 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245913 EFTA01330376 G3 rst ti 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 of hostilities unless fully covered to the Mortgagee's satisfaction by war-risk insurance, or unless such Airframe, Engine, Parts or other Mortgage Collateral are operated or used under contract with the Government of United States of America under which contract said Government assumes liability for any the damage, loss, destruction or failure to return possession of such Airframe, Engine, Parts or Mortgage Collateral at the end of the term of such contract and for injury to persons or damage to property of others or unless the Aircraft is only temporarily located in such area as a result of an isolated occurrence attributable to a hijacking, medical emergency, equipment malfunction, weather conditions, navigational error or other similar unforeseen circumstances and the Grantor is using its good faith efforts to remove the Aircraft from such area. For purposes of this Section 4.1, a "material" law, rule, regulation or order of the FAA or any other Governmental Authority having jurisdiction (domestic or foreign) is one the violation of which may lead to an enforcement action by the FAA or such Governmental Authority or suspension, revocation or limitation of Grantor's authority to operate as a Certificated Air Cartier. 4.2 Liens. The Grantor will not create or suffer to exist any Lien, International Interests or Prospective International Interest upon or with temaeut 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 "I'm") which may from time to time be imposed on or asserted against the Mortgagee or any Airframe, Engine or Part or other Mortgage Collateral or any interest therein by any Federal, state or local government or other taxing authority in the United States or by any foreign government or subdivision thereof or by any foreign taxing authority upon or with respect to: (i) any Airframe, Engine or Part, or any interest therein, (ii) the manufacture, 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 226294.392v7 SDNY GM_02758992 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245914 EFTA01330377 SDNY_GM_02758.3 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245915 EFTA01330378 (iii) this Mortgage; provided, however, that, nothing in this subsection 4.3 shall require the payment of any Tax unless proceedings shall have been commenced to foreclose any Lien which may have attached as security for such Tax, so long as the validity thereof shall be contested in good faith by appropriate proceedings and that Grantor shall have set aside and maintain on its books adequate reserves with respect thereto. 4.4 Possession. The Grantor will not, without the prior written consent of the Mortgagee, except as permitted under the Loan and Security Agreement, lease or otherwise in any manner deliver, transfer, remove or relinquish possession or control of, or transfer any right, title or interest of the Grantor in, any Mortgage Collateral, including without limitation any Airframe, Engine or Part or install any Engine or permit any Engine to 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 rwvect 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 any Airframe or Engine as it may deem desirable in the proper conduct of its business, provided that no such modification or addition shall diminish the value or utility of such Airframe or Engine or impair the airworthiness or operating condition thereof below the value, utility, airworthiness and condition thereof immediately prior to such modification or addition (assuming such Airframe or Engine was of the value and utility and in the condition required by the terms of this Mortgage immediately prior to such modification or addition) and any expenses incurred or related thereto are in accordance with the terms of the Loan and Security Agreement. 4.7 Reserved. 4.8 Inspection. Subject to the provisions of Section 10 of the Loan and Security Agreement, the Grantor shall permit the Mortgagee by its officers or agents to inspect the Mortgage Collateral, including the Aircraft, and the Grantor's documents and records relating NJ 226.294.392v7 -8- SDNY_GM_02758994 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245916 EFTA01330379 SDNY GM 02758995 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002459 I 7 EFTA01330380 Pa us W 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 Resented. 4.10 Citizenship. The Grantor shall at all times be a "Citizen of the United States" as defined in 49 U.S.C. Section 40,02(aX15Xc). 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 t 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 rewea 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 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 icivea to the Mortgage Collateral, including the Aircraft, or the laws and regulations of any of the various states or countries in which the Mortgage Collateral, including the Aircraft is or may fly over, operate in, or become NJ 226.294.392v7 -9- SDNY_GM_02758996 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002459 I EFTA01330381 SDNY_GM_02758997 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245919 EFTA01330382 a) •-•• tU la located in or any othcr 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 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 inpective rights and remedies as set forth in this Mortgage, under the Loan Documents, and at law with respect to the Mortgage Collateral. At the request of the Mortgagee, the Grantor shall promptly deliver or cause to be delivered to the Mortgagee or to whomsoever the Mortgagee shall designate, at such time or times and place or places as the Mortgagee may reasonably specify, and fly or cause to be flown to such airport or airports in the continental United States as the Mortgagee may reasonably specify, without risk or expense to the Mortgagee, all or any part of the Aircraft specified by the Mortgagee. In addition, the Grantor will provide, without cost or expense to the Mortgagee, storage facilities NJ 226.294,392v7 -10- SDNY_GM_0275B998 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245920 EFTA01330383 SDNY_GM_02758999 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245921 EFTA01330384 for the Mortgage Collateral, including any Aircraft. If the Grantor shall for any reason fail to deliver any Mortgage Collateral or any part thereof after demand by the Mortgagee, the Mortgagee may, without being responsible for loss or damage, except to the extent caused by the gross negligence or willful misconduct of the Mortgagee, (i) obtain an order from any court having jurisdiction conferring on the Mortgagee the right to immediate possession or requiring the Grantor to deliver immediate possession of all or part of such Aircraft to the Mortgagee, to the entry of which the Grantor specifically consents, or (ii) with or, to the fullest extent provided by law, without such judgment, pursue all or any part of such Mortgage Collateral, including the Aircraft wherever they may be found and enter any of the premises of or leased by the Grantor where such Mortgage Collateral, including the Aircraft may be and search for such Mortgage Collateral, including the Aircraft and take possession of and remove the same. The Grantor agrees to pay to the Mortgagee, upon demand, all expenses incurred in taking any such action; and all such expenses shall constitute Obligations and, until paid, be secured by the lien and security interest of this Mortgage and Security Documents. Upon every such taking of possession, the Mortgagee may, from time to time, make all such reasonable expenditures for maintenance, insurance, repairs, replacements, alterations, additions and improvements to and of the Mortgage Collateral, including the Aircraft as it may deem proper. 6.3 Sale and Suits for Enforcement. (a) If an Event of Default under the Loan and Security Agreement shall occur and be continuing, the Mortgagee, with or without taking possession of the Mortgage Collateral, including the Aircraft, may (i) to the extent and in the manner permitted by law, sell at one or more sales, all or any part of the Mortgage Collateral, at public or private sale, at such place or places and at such time or times and upon such terms, including terms of credit (which may include the retention of title by the Mortgagee to the property so sold), as the Mortgagee may determine, whether or not the Mortgage Collateral shall be at the place of sale; and (ii) proceed to protect and enforce its rights under this Mortgage by suit, whether for specific performance of any covenant herein contained or in aid of the exercise of any power herein granted or for the foreclosure of this Mortgage and the sale of the Mortgage Collateral under the judgment or decree of a court of appropriate jurisdiction or for the enforcement of any other right. (b) At any public sale of an Mortgage Collateral, including the Aircraft or any part thereof by the Mortgagee pursuant to paragraph (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. (c) The Mortgagee, to the extent permitted by law, may from time to time adjourn any sale under paragraph (a)(i) above by announcement at the time and place appointed for such sale or for any adjournment thereof; and without further notice or publication, such sale be made at the time and place to which the same shall have been so adjourned. NJ 226,294.392v7 -ItSDNY_GM_02759000 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245922 EFTA01330385 SDNY GM 02759001 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245923 EFTA01330386 49 ry ry (d) Upon the completion of any sale under paragraph (a)(i) above, full title and right of possession to the Mortgage Collateral, including the Aircraft so sold shall (subject to any retention of title by the Mortgagee as part of the terms of such sale) pass to the accepted purchaser forthwith upon the completion of such sale, and the Grantor shall deliver, in accordance with the instructions of the Mortgagee (including flying any Aircraft or causing the same to be flown to such airports in the continental United States as the Mortgagee may specify), such Mortgage Collateral so sold. If the Grantor shall for any reason fail to deliver such Mortgage Collateral, the Mortgagee shall have all of the rights granted by subsection 6.2 hereof. The Mortgagee is hereby irrevocably appointed the true and lawful attorney of the Grantor, in its name and stead, to make all necessary conveyances of any Mortgage Collateral so sold. Nevertheless, if so requested by the Mortgagee or by any purchaser, the Grantor shall confine any such sale or conveyance by executing and delivering all proper instruments of conveyance or releases as may be designated in any such request. 6.4 Waiver of Anoraisanent, etc. The Grantor agrees, to the fullest extent that it lawfully may, that it will not (and hereby irrevocably waives its right to) at any time plead, or claim the benefit or advantage of, any appraisement, valuation, stay, extension, moratorium or redemption law now or hereafter in force, in order to prevent or hinder the enforcement of this Mortgage or the absolute sale of the Mortgage Collateral. 6.5 Remedies Cumulative. No remedy herein conferred upon the Mortgagee is intended to be exclusive of any other remedy, but every such remedy shall be cumulative and shall be in addition to every other remedy herein conferred or now or hereafter existing in law. 6.6 Application of Proceeds. If an Event of Default shall have occurred and be continuing, the proceeds of any sale, lease or other disposition of all or any part of the Mortgage Collateral pursuant to this Mortgage and all other sums realized or held by the Mortgagee under this Mortgage or any proceedings hereunder shall be applied in accordance with the terms of the Loan and Security Agreement. 6.7 Delay or Omission: Possession of Loan Certificates. (a) No delay or omission of the Mortgagee to exercise any right or remedy arising upon the happening of any Default or Event of Default shall impair any right or remedy or shall be construed to be a waiver of any such Default or Event of Default or an acquiescence therein; and every right and remedy given to the Mortgagee by this Section 6, the Loan Documents, or by applicable law may be exercised from time to time and as often as may be deemed expedient by the Mortgagee. (b) All rights of action under this Mortgage may be enforced by the Mortgagee without the possession of the Notes or any other instrument or document evidencing any obligation or the production thereof in any proceeding. 6.8 Mortgagee's Right to Perform for the Grantor. From and after the occurrence and continuance of an Event of Default, if the Grantor fails to perform or comply with any of its agreements contained herein, the Mortgagee may perform or comply with such agreement, and the amount of the reasonable out-of-pocket costs and expenses incurred in connection with the NJ 228.294.392v7 -12- SDNY_GM_02759002 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245924 EFTA01330387 SDNY_GM_02759003 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245925 EFTA01330388 performance of or compliance with such agreement (together with interest thereon at the Default Rate) shall be payable by the Grantor to the Mortgagee on demand and shall be secured by the lien and security interest of this Mortgage. 6.9 Deregistration. If an Event of Default under the Loan and Security Agreement shall occur and be continuing, the Mortgagee may without being responsible for loss or damage, except to the extent caused by the gross negligence or willful misconduct of the Mortgagee procure the deregistration of the registration of the Aircraft and export the Aircraft to a jurisdiction of the Mortgagee's choice pursuant to the Irrevocable De-Registration and Export Request Authorization ("IDERA") and as authorized by the Cape Town Convention. The Grantor agrees to pay to the Mortgagee, upon demand, all reasonable out-of-pocket expenses incurred in taking any such action; and all such expenses shall constitute Obligations and, until paid, be secured by the lien and security interest of this Mortgage. At the request of the Mortgagee, the Grantor will execute and deliver an IDERA to the Mortgagee to be filed with the FAA. 6.10 Speedy Relief Remedies. If an Event of Default under the Loan and Security Agreement shall occur and be continuing, the Mortgagee may pending final determination of its claim in any court proceeding, obtain speedy relief in the form of on order providing for (i) preservation of the Mortgage Collateral and its value; (ii) possession, control or custody of the Mortgage Collateral; (iii) immobilization of the Mortgage Collateral; (iv) lease or, except where covered by sub-paragraphs (i) to (iii), management of the Mortgage Collateral and the income therefrom; and (v) sale and application of proceeds therefrom. SECTION 7 MISCELLANEOUS PROVISIONS 7.1 Amendments, etc. No amendment or waiver of any provision of this Mortgage, nor consent to any departure by the Grantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Mortgagee and the Grantor, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. 7.2 Indemnification. The Grantor agrees (a) to pay or reimburse the Mortgagee for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Mortgage and any other documents prepared in connection herewith, and the consummation of the transactions contemplated hereby and thereby, (b) to pay or reimburse the Mortgagee for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Mortgage and any such other documents, including, without limitation, the fees and disbursements of counsel to the Mortgagee, (c) to pay, indemnify, and to hold the Mortgagee harmless from, any and all recording and filing fees and any and all liabilities with to, or resulting from any delay in paying, stamp, excise and other taxes, if any, that may be payable or determined to be payable in connection with the execution and delivery of; or consummation of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Mortgage and any such other documents, and (d) to pay, indemnify, and hold the Mortgagee and each Lender harmless from and against any NJ 22&294.392v7 -13- SDNY_GM_02759004 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245926 EFTA01330389 SDNY_GM_02759005 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245927 EFTA01330390 0 M 0 Its 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 (I) business day after being deposited with an overnight courier of national reputation, or upon receipt of confirmation of successful transmission with respect to any notice or communication sent via facsimile, to the addresses set forth in the Loan and Security Agreement. 7.5 Continuing Lien and Security Interest; Transfer; Release of Mortgage Collateral• Termination of Mortgage. (a) In addition to the other Security Documents, this Mortgage shall create a continuing lien and security interest in the Mortgage Collateral and shall (i) remain in full force and effect until payment and performance in full of all of the Obligations, (ii) be binding upon the Grantor, its successors and assigns, and (iii) inure to the benefit of the Mortgagee, and its successors, transferees and assigns. (b) Upon the indefeasible payment and performance in full of all of the Obligations, the lien and security interest granted hereby and in the Security Documents shall terminate. Upon any such termination, the Mortgagee will, at the Grantor's expense, execute and deliver an appropriate instrument evidencing such termination of this Mortgage. . 7.6 Governing Law. (a) THIS AGREEMENT AND THE ANCILLARY AGREEMENTS SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. (b) THE PARTIES HEREBY CONSENT AND AGREE THAT THE STATE OR FEDERAL COURTS LOCATED IN THE COUNTY OF NEW YORK, STATE OF NEW YORK SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN GRANTOR, ON THE ONE HAND, AND MORTGAGEE, ON THE OTHER HAND, PERTAINING TO THIS AGREEMENT OR TO ANY MATTER ARISING OUT OF OR RELATED TO THIS AGREEMENT• PROVIDED, NJ 22a204.392v7 -14- SDNY_GM_Iiii&9006 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245928 EFTA01330391 SDNY_GM_02759007 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245929 EFTA01330392 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. AU 226.294.392v7 -15- SDNY_GM_02759008 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245930 EFTA01330393 SDNY_GM_02759009 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245931 EFTA01330394 co co IN WITNESS WHEREOF, the Grantor has caused this Mongage to be duly executed and delivered as of the day and year first above written. FLIGHT OPTIONS. I.LC By: Name: B C. Boyle Its: Chief Financial Officer Ainvail Monger and Smarmy Ay ocaseni SDNY_GM_02759010 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245932 EFTA01330395 SDNY_GM_02759011 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245933 EFTA01330396 FO FINANCING. LLC By: H.I.G.-GPII. Inc. Its: Manager By: ame: Richard Siegel Title: General Counsel AiKst 1/4:44., taied NifCrail Mortgage and Security Ago: matt SDNY_GM_02759012 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245934 EFTA01330397 SDNY_GM_02759013 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245935 EFTA01330398 Exhibit A Loan and Security Agreement Not included for purposes of confidentiality NJ 224294.392v7 us 03 .... rJ 0) 0) SDNY_GM_02759014 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245936 EFTA01330399 SDNY_GM_02759015 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245937 EFTA01330400 r.3 t 05 Schedule I Aircraft: Airframes and Engines* Type Reg. No. Serial No. Engine Make Engine Type Engine Serial No. Percent Owned-- Raytheon Aircraft Company— model 400A N787TA RK-260 Pratt & Whitney Canada JT15D-5 PCEJA0287*- 25.0% Raytheon Aircraft Company" model 400A N787TA RK-260 Pratt & Whitney Canada jr15D-5 PCEJA0291-• *250%. *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 JTI SD SERIES with serial numbers JA0287 and JA0291. ••••Aircraft used herein references Grantor's undivided 25.0% interest in the Aircraft and Engines. C1099 4911636-2.066497.0063 SDNY_GM_02759016 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245938 EFTA01330401 I hereby certify that I have compared the foregoing with the original and it is a true and correct copy thereof. VH011 7 1S0 A113 VfhIiirA0 IS II WU 1. 331110. V Vd Hilirk 0311i SDNY_GM_02759017 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245939 EFTA01330402 LOOTED NOTES OF MENG DOPROADO OF IIVASPORDPKIN MOM ADISIIITMACesilla AID0MMITCAL IIG APECWWIL le011iall• PAW AITCSAT MODDIVATION APPLCATIEN .4 CERT ISSUE DATE9 STATES Al AEOSI UNITRRIO ED N NUMB IV 28701 AFCRAFT IIAWNICTDRER a MOM Raythecn Aircraft . Carmel 400A cga W O 17 in AECRAFT SEPIAL Ne PX-260 FOR FAA USE ONLY nfl Of AtOiSTAATION OVA/ OM WO O I. Nada O 2. ParallYD O 3. OADIX10011 0. COO. ML O 5. 0021. C et...."3" 4 NAME Or A/11OSW CP•bcrbil Ohenn Co VASCO 0/ Oanitslop. II id Vela re hi at rot an• and ado AWAY 1.) Air Ghislaine, Inc. 6.25% of 100% illI CSee Attachment Cia.4ec 1 i 1- ioi)1 TELERONE NEMER ( I ADDRESS Paaal ma iamb tti r VIN PO DOX a alit pad atm weal Mabe moon) CA: 0ns, I.I.0 ants a dna 26180 Qatiss-Wrisilt Parbiay Rol al* PO Dee MY Ri chrat Heights SEW dZIP Comm 44143 O CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Reed the following statement before signing his application. This portion MUST be completed. A am 0 atonee nee b n wawa., r NA wiplolOcn may to Pond, So, opWar• Of Del /0/ or ereoreore WAS Ca a It a ITT) • CERTIFICATION LYE CUDDY (l) Tor Oa — want is coned Oy WS data. Ippat an Pal OKA*, toroacal of Ps Lad Oa Woe NOE at ph• na. Cl atm I cfl 040( ONE AS APPROMATE ADA/MOW Ye. wile, Sion /09$0100n ITOrre IASI a Fee Tap No • TE, A riCo<II2en COAX•••••• ammo a Own; Ana mat WO a 0 Pla nelaPOTR ".....::'...71ErturliminitlikMlitaaiirarrtyr arta a 12) TES a tease • not mama vat We Win Cl Any ban way. wd Pia lea rano of __J_ • advd a Pm tem INS .O. Vs Aida frac, Atinweilneban NOTE. If emoted b commonly a mowers must sign Use reverse kW if record. TYPE OR SIGNATURE I i g lb z ll i Ii -• *me Vice President of night CIrtiors, LW DATE ii .1.1O P. Miller Timacting as Attorney-in-Fair for Air Ghislaine, Inc sethnn MI 4P - ( DATE NOTE Pad sad IA Me Cellead• al Abel AGEDenliewe In SON AV, be Ono. N. • woo AM M 5•0964 0 TO OMs. &One WWI WA VA PIM Obly d Oil appemon wale be worm el WO a* AC Fan IOW (993) ITMOTOMSTOM SDNY_GM_02759018 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00245940 EFTA01330403 • • Vi101itr010 Allp VHOHTINO £E• I Wd L NUP GOO/ :01.1.VU1S1030 .1.41c1J3E:f VV3 illIM 0311i . •••• . • • " •- " SDNY_GM_02759019 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA 00245941 EFTA01330404 WI 05 i-w IV ATTACHMENT TO AIRCRAFT REGISTRA/ION/0-6 APPLICATION Cfak eit 1 1.) 2.) 3.) 4.) 5.) 6.) 7.) 8.) 9.) 10.) 11.) 12.) 13.) 14.) 15.) 16.) Reg #: Model: SIN#: Name of Applicant: N787TA Address: Raytheon Aircraft Company 400A RK-260 Owning an undivided Interest of: Bergen Southwest Steel, Inc. 6.25% of 100% Shown on Original form hereto Grand/Sakwa Transportation, LLC 6.25% of 100% Shown on Original form hereto Coronado 8 Associates, LLC 6.25% of 100% Shown on Original form hereto Kirk Air, LLC 6.25% of 100% Shown on Original form hereto Grand/Sakwa Transportation, LLC 6.25% of 100% Shown on Original form hereto John P. Hayes 6.25% of 100% Shown on Original form hereto Palisades Capital. Ltd 6.25% of 100% Shown on Original form hereto Missoe Capital, LLC 6.25% of 100% Shown on Original form hereto Elyton Properties, LLP 6.25% of 100% Shown on Original form hereto Flight Options. LLC 37 50% of 100% Shown on Original form hereto Signatures: James PMiller amen Title: Date: Vice President of Flight Options, LLC acting as Attorney-in-Fact for #2,3,4.5,6,7,8,9,10 Vice President of Flight Options, LLC LLC for #11 3- By signing above. the applicant agrees and stipulates (I) to the terms. conditions and embrocation of the AC Form 805O1 Aircraft Registration Appecation. to which this page is atLached (the 'Applicationl. (II) that all of the information set forth on the Application is true and correct 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 all such counterparts shall together constitute but one and the same application. SDNY_GM_02759020 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245942 EFTA01330405 .VPINIV1)10 ALIO. VII0101)10 [ Wd I (any Nil U01172IISIS3)113YH3W- YV4 HUM G31Ij SDNY_GM_02759021 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245943 EFTA01330406 FORM APPROVED OMB NO 2110-0042 I UNITED STATES OF AMERICA U.S. DWARMIIIIIIIMIIMMADMIBBIAL AWN ADMINISTRATION AIRCRAFT BILL OF SALE 0 0 0 3 6 3.6 1 1 ,. ,.. y i ONVEYANCE RECORDED JAN 17 Firl 8 51 FEDERAL AVIATION ADMINISTRATION Do Not Mile In FOR FAA USE This Block E ONLY FOR AND IN CONSIDERATION OF $1.00 ove THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: . UNITED STATES REGISTRATION NUMBER N787TA i008 AIRCRAFT MANUFACTURER 8 MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-260 DOES THIS }TM DAY OF alittL ., 20( HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: PURCHASER NAME AND ADDRESS (IF INDIVIDUAL (5), GIVE LAST NAME. FIRST NAME. AND MIDDLE INITIAL.) FLIGHT OPTIONS, LLC 6.25%0F 100% 26180 CURTISS-WRIGHT PARKWAY RICHMOND HIS., OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 1 'CH OF 30 ., 2008. SELLER NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) (IN I ) (IF CUTED FOR E 'IP LtMUST SIGNJ TITLE (TYPED OR PRINTED) ROL ASSOCIATES, LLC 44,.....,„,„ VICE PRESIDENT JAMES P. MILLER ' OF FLIGHT OPTIONS, LLC ACTING AS ATTORNEY-INFACT FOR RGL ASSOCIATES, LLC ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FM RECORDING: NOVabalt4WAVIARED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) $6.00 01/0712008 ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition SDNY GM_02759022 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245944 EFTA01330407 •• : VisiONV1NO ADO ViIONV1U0 cc bid I. NIIP 8002 au XOLLYZEISI538 IntlOutv YV4 AIM 03112 SDNY_GM_02759023 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245945 EFTA01330408 Kam 01la Pb OWED STATES OF ANOKA (*miniver OF TRAMPORIXTION nteisioasnose •INSINITIWICS•NCII IIONFIONNV MOOS ED On CERT. ISSUE CIATEla 5 OLD a AMOUR REOSTRATION AFFIX/MON %WM STAT PEO STRATKOT FRAESSER f 4 7871A AIROWT mANUFACTUFTER a MOO RA 11201 Aircraft envoy 400A uRCRAFr SEFIPL Na FE-260 FOR FM USE ONLY TYPE OF REGISTRATION OSA CM NA O t. Ine.tbal CI 2. Paws.O 3. Corpolabon A I. 03.0//nat I:3 5. 0.701 O Ribi.alan NAME OF APPUCANT PareceE0 Stall an raga al pow.* II indralsl. ES Nat ans. S A•Valk end Md., •••• I 1.) Air Ghislaine, Inc. 6.25E of 1001 • Qs! Attadirent Cleded la-laid(n) . TIESNONE ODER: I I AMMO allairell Fan. NOS la il l M OMS weOpal t adman mug abbe Oven) tamqvg:ent 26180 Ortiss-Wright Parbey his pket PO. Oa OW Minced Heights MI 01 DP coOE 44143 El CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION, Reed the lodcwring statement before signing this application. This pordon MUST be completed. A INee 0' aahr" ann• I0 Inc ON*1•0, Sm appaic., ff•ey be vamp In pmesiworn WI ro (US Cafe. TAO ‘6. Ede 1001) • CERTIFICATION IWE CERTIFY (I) Thal re Ton Twat a Omni.] by the wden. sops* So IT a cow inc..000 caperaltall el IN• lad SUMS (EP wag Oult re nano Ina. et OW ONE AS OPFICPRIATE • 0 *MOS.! OM ••• ISM efrOIFIFSKITI con e las, w FC., . I ESII NO 0 Q A median calWalen 09/4•0 SO aro towns Wolf Iri• Wel 0/ Mee. nelmore ^ awat:r20108Ottrgfielhtlectly,sRtttittrti %ft': VT 441141** ki (2) Thal In Tacna a nal NES,. war Eta Ins or anT NUM MOTE OM en nal YES erIaleal Cl 0.00111ft • Stated a h•S COM Ned NN the Federal AvEIOn •OrTheistab” NOTE II execolocl ix monist* ail applards nisi Nan List mina sdedneCeffary TYPE OR PANT IOW SIGNATURE Xif SKINATURE TTRE Chief. Financial Officer of Flight Options, Lit a cl olffi 6 a g i I I. Brice Boy e Tms acting as Attorney-hrrw. Fact for Air Ghislaine, Inc. A m SemTURE M E I 4 OM WO! Pena. roam. ol Ow Cenal• 0 I IWO ell C11901•11" or wall ma/ tap WINO OP . Wed FO In eon al I0 C11.0. en. whei SW MS PINK *NV rE Sn NYS 'nal OF NOW III V* aboOl. Abe Fpm E050-1 (SION 10:62<042ESOM SDNY_GM_02759024 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00245946 EFTA01330409 ;.. • A tivoilv°PilloVtilv)13°)(0 as 8S 2ruljled loa9:143 v3atINal!! 001 1101.f y VV4 HAN 0.3112 - • - SDNY_GA4_02759025 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00245947 EFTA01330410 4 cu. tN ATTACHMENT TO AIRCRAFT REGIST TIO 47 APPLICATION cocat alawo7 fri• 1.) 2.) 3.) 4.) 5.) 6.) 7.) 8.) 9.) 10.) 11.) 12.) 13.) 14.) 15.) 16.) Reg #: Model: SIN#: Name of Applicant: N787TA Address: Raytheon Aircraft Company 400A RK-260 Owning an undivided Interest of: Bergen Southwest Steel, Inc. 6.25% of 100% Shown on Original form hereto Grand/Sakwa Transportation, LLC 6.25% of 100% Shown on Original form hereto Coronado & Associates, LLC 6.25% of 100% Shown on Original form hereto Kirk Air, LLC 6.25% of 100% Shown on Original form hereto GrandlSakwa Transportation, LLC 6.25% of 100% Shown on Original form hereto John P. Hayes 6.25% of 100% Shown on Original form hereto Palisades Capital, Ltd 6.25% of 100% Shown on Original form hereto Missoe Capital, LLC 6.25% of 100% Shown on Original form hereto Elyton Properties, LLP 6.25% of 100% Shown on Original form hereto RGL Associates, LLC 6.25% of 100% Shown on Original form hereto Flight Options. LLC 31.25% of 100% Shown on Original form hereto Signatures: rote Obyle Title: Date: Chief Financial Officer of Flight Options. LLC acting as Attorney-in-Fact for #2.3.4.5.6.7.8.9.10.11 Chief Financial Officer of Flight Options, LLC LLC for #12 IADtato 7 By signing above, the applicant agrees and stipulates ft) to the terms. conditions and certification of the AC Form 8050-1 Aircraft Registration Application, to which this page is attached (the 'Application-). (II) that at of the information set forth on the Application is true and correct as of this dale, and (Ill) the Application may be executed by the co-owners by executing separate counterpart signature pages. each of which when so executed and delivered shall be an original, but at such counterparts shall together constitute but one and the same application. _ SDNY GM 02759026 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245948 EFTA01330411 VNOWV1)10 A110•V140HV1i0 83 21 (dd 92 030 lee .1.01:10 17 SDNY_GM_02759027 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245949 EFTA01330412 UNITED STATES OF AMERICA FORM APPROVED re V' 613'69 6 0 to La to _ _______ ..__._._ ...... _________________ AIRCRAFT BILL OF SALE IEYANGE RECORDED JAN 17 RN 8 51 AVIATION d.DMINISTRATION Do Not Wnto In This Block FOR FAA USE ONLY FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL CON AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED REGISTRATION NUMBER STATES MB FEDERAL N787TA .AIRCRAFT RAYTHEON MANUFACTURER & MODEL AIRCRAFT COMPANY 400A AIRCRAFT RK-260 SERIAL NO. DOES THIS le DAY OF DEC., 2007 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: PURCHASER NAME AND ADDRESS (IF INDIVIDUAL (S), GIVE LAST NAME, FIRST NAME. AND MIDDLE INITIAL.) FLIGHT OPTIONS, LLC 6.25% OF 100% 26180 CURTISS-WRIGHT PARKWAY RICHMOND HTS., OH 44143 DEALER CERTIFICATE NUMBER AND TO SINGULARLY RS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS l8TM OF DEC., 2007. SELLER NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) (IN INK) (IF EXECUTED FOR DDLOwNE MUST SIGN.) TITLE (TYPED OR PRINTED) STEPHENS INVESTMENT CHIEF FINANCIAL OFFICER MANAGEMENT, LLC BRUCE OYLE OF FLIGHT OPTIONS, LLC ACTING AS ATTORNEY-INFACT FOR STEPHENS INVESTMENT MANAGEMENT, LW ACKNOWLEDGEMENT BY LOCAL (NOT REQUIRED FOR PURPOSES OF FM RECORDING: HOWEVER. MAY BE REQUIRED LAW FOR VALIDITY OF THE INSTRUMENT.) • ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition 073601309068 $5.00 12/26/2007 SDNY_GM_02 759028 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245950 EFTA01330413 VWOHtl1)10 A.1.10 tti01O1)10 89 Z1 Lid 92 030 1,00Z 86 tirlivutSW38 1.178081V • SDNY_GM_02759029 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 0024595I EFTA01330414 ea 00036317 CERTIFIED COPY TO BE RECORDED BY FAA FAA RELEASE Dated as of November 10,,hihiuff-IANCE RECORDED Raytheon Aircraft Credit Corporation hereby (1) releaseA4q9Mh9,4enpflotithefncurnbrances described and defined on Exhibit A attached hereto, all deRs itnt,Itifte and interaf in and to any and all collateral described in and subject to the Encumbrale @itsiEclipakvjgot limited to any aircraft, engines, propellers, lease agreements, spare parts (at locations)) and (ii) confirms that the Encumbrances and any iens9Ratr security t" int IraenZ screated at all thereby are hereby terminated. [The remainder of this page is intentionally left blank] A/723001471 emtilitt4 b thrr SDNY GM 02759030 01 SEE RECORDED CONVEYANCE WJMBER DocID C 3 AI PAGEJ-1.— SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245952 EFTA01330415 91401-1V1X0 Sc Ti WU h 03010. V; 51A G3114 SDNY_GM_02759031 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245953 EFTA01330416 This FAA Release was executed as of the date noted above. RAYTHEON AIRCRAFT CREDIT CORPORATION A/72300147.2 By: Name: DAVID R. Wii-l-Mitt3 Title: V, t - Co 44/JFI-- SDNY_GM_02759032 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245954 EFTA01330417 SDNY_GM_02759033 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245955 EFTA01330418 4.0 0) EXHIBIT A ENCUMBRANCES (collectively the "Encumbrances") I. 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 Junc 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. OO028098 • Supplemental Aircraft Inventory Security Agreement dated December 18, 2003 between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on March 29, 2004 and assigned Conveyance No. R064367 • Supplemental Aircraft Inventory Security Agreement dated March 12, 2004 between RACC, as secured party, and FOLIC, as debtor, which was recorded by the FAA on April 30, 2004 and assigned Conveyance No. E003894 • Supplemental Aircraft Inventory Security Agreement dated April 8, 2004 between RACC, as secured party, and FOLIC, 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 I, 2004 between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on December I, 2005 and assigned Conveyance No. VV022039 • Supplemental Aircraft Inventory Security Agreement dated June 10, 2004 between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on July 2, 2004 and assigned Conveyance No. TT019008 • Supplemental Aircraft Inventory Security Agreement dated July 30, 2004 between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on September 2, 2004 and assigned Conveyance No. TT0 19346 • Supplemental Aircraft Inventory Security Agreement dated May 27, 2004 between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on February 4, 2005 and assigned Conveyance No. TT020384 A/72300147.2 SDNY_GM_02759034• SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245956 EFTA01330419 SDNY_GM_02759035 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245957 EFTA01330420 Lry rk 117 ".1 • 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. X149575 3. Aircraft Inventory Security Agreement dated as of September 7, 2005 between Flight Options, LLC and Raytheon Aircraft Credit Corporation, which was recorded by the FAA on October 12, 2005 and assigned Conveyance No. SS023475 A/72300147.2 SDNY_GM_02759036 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245958 EFTA01330421 herzthy certify that I nave compared the foregoing with the original and it is a true and correct copy thereof. :1540HviY0 ' • 9C It 11'd h 3.3r; Lo, ;41i;:k 031ij SDNY_GM_02759037 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245959 EFTA01330422 COMA APOICIal Olm so nosed IM MO SUM OP MENG DEMITISSINT OP TPANSPOROMON Ma Asa manarcara gatamaneas --.- r9 SO CERT. ISSUE DATE 4 TR. 1 3 2307 mete carrot AMCRAPT FIEO.STRAITON APPUCATION - UNITED STATES II REOISTRATON WADER 11 wpm MICI!AFT MANUFACTUNER A YODEL Antfirm Aircraft Campany 4001 N SERIAL Ns RR-26O FOR FM USE ONLY TYPE Cf PEOTSTRATION CAS an So) 0 I. Irevidual 0 2. Pella* 0 t Onerason yt.. c. 0 S 030v1 0 8 licsair WAN OF OPPUCANT ipmersIN Sow an inedenee0 sane* • sees {pail Ma SS Sit PS /NM* .WI 1.) Air Ghislaine, Inc. 6.25% of W0% • Eee Attachrent dike} "R 1 q th j a TELEPHONE MISER i I AOORESS mowers nano was la in ,Nso. %e!AK pINONI SIPS PPM ei•egre Sam 3 Mote N snot 26160 Ortiss-I;ight PaHoey Rani Rena PO Da CRY Richrond Heights STATE OH 31P 000E 44143 O CHECK HERE IF YOU ARE ONLY REPORTiNG A CHANGE OF ADDRESS ATTENTION/ Awl me following statement Wore signing this application. This portion MUST be templets& A low onwonai wee io My Oman in Pa a alon ray of grows b• p.iniminn by hew and snrcnecanWN SAS Cos. TM* it Sc 10311 III CERTIFICATION (9n.• Is ANNA 01033 a On, by an tronnanni Sa uto a n wenn IrSing cowslons1 col le USW Swim IR" sap OW Ore Maw of Bunn It CHECK ONE AS APPISOPAIATE a 0 A — Set MR Sal 1•9101110n (rani 1 itS1 or hen 1.311 NO 0. IX A nonage caps pined era ens Sans in. re w. Sol --DeaSeM := "sitilfrittarSIIMM0ricalMig ia Tit afire '1' 05 ISM re sinpaft a rot nophsvd !oder to son at ow Ingo minty. Ind 03 TM 41110 ••100O of onnershp a mess a ha, been OS am N Toffs Anaton Afrnnesan NOTE: If eacA80 lot OpOrMOrahlp of accounts RUM 000 WA Senn WO 41 033€11401Y 1 _ TYPE OR PAINT NAME BELOW SIRNATuRE gg 8301 ip i 1 MS Vice President, Sec. 'TR) of Flight Options, LW i C) in `,rum Boy mu acting as Attcrney-In-FBa. for Air thislaine, Inc. seann TAIL 4 1 DM NOM Pedro@ mop of Is Grieco.* of *nest Ilorwason. N nib any be opersed a • pined ns We band TO ANA. Nang aften Sag Is Mk Noy al ras appesten as be crile3 on IN swan IC Foss B)561 (MO) MMEt04284COR SDNY_GM_02759013 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EF1'A_00245960 EFTA01330423 Cgs! is: z : —;:.0 • V. • be. MOW/ 1)i° !I '' A113 VHOHVI)10 SI Z Lid h 330 LO. as ROLL Vt115/030 1d7aouiv . . Vid Hilhi.0311c1 • SDW_GM_02759039 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00245961 EFTA01330424 ATTACHMENT TO AIRCRAFT REGISTRAT(DIN APPLICATION Sul, pri 1.) 2.) 3.) 4.) 5.) 6.) 7.) 8.) 9.) 10.) 11.) 12.) 13.) 14.) 15.) 16.) Reg #: N787TA Address: Model: Raytheon Aircraft Company 400A S/NIS: RK-260 Owning an undivided Name of Applicant: Interest of: Bergen Southwest Steel, Inc. 6.25% of 100% Shown on Original form hereto Grand/Sakwa Transportation, LLC 6.25% of 100% Shown on Original form hereto Coronado & Associates, LLC 6.25% of 100% Shown on Original form hereto Kirk Air, LLC 6.25% of 100% Shown on Original form hereto Grand/Sakwa Transportation, LLC 6.25% of 100% Shown on Original form hereto John P. Hayes 6.25% of 100% Shown on Original form hereto Stephens Investment Management, LLC 6.25% of 100% Shown on Original form hereto Palisades Capital, Ltd 6.25% of 100% Shown on Original form hereto Missoe Capital, LLC 6.25% of 100% Shown on Original form hereto Elyton Properties. LLP 6.25% of 100% Shown on Original form hereto RGL Associates, LLC 6.25% of 100% Shown on Original form hereto Flight Options, LLC 25.00% of 100% Shown on Original form hereto Signatures: ere ) le Title: Date: Vice President, Sec & CFO of Flight Options, LLC acting as Attorney-in-Fact for #2,3,4,5,6,7,8,9,10,11,12 Vice President, Sec & CFO of Flight Options, LLC LLC for #13 c/ 10)14 107 e Ip (AI ca By signing above. the applicant agrees and stipulates (I) to the terms, conditions and certification of the AC Form 8050-1 Aircraft Registration Application. to which this page is attached (the 'Application*). (II) that as of the information set forth on the Application is true and currect 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 onginal. but all such counterpane shall together constitute but one and the same application. • SDNY_GM_02759040 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245962 EFTA01330425 n. 4110 v ioblo Sr a 6d h au°, bl0;1 Vte • • • V vd 03.0mv SDNY_GM_02759001 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245963 EFTA01330426 FORM APPROVED OMB NO. 2120-0042 UNITED STATES OF AMERICA RHO u DEPARTMENT IF IRMISMITIMNI RUM MIMS ADMINISTRATION AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEG VE YA NC E§1,7 AND BENEFICIAL TITLE OF THE AIRCRAFT D - CRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N787TA AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-260 nEC 13 FEDERAL ADMINI, DOES THIS- 44 DAY OF tee.., 2007 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: 3 2 3 7 5 E RECORDED Ng 2 13 AVIATION TRATION Do Not Write In This Block FOR FAA USE ONLY lA 0) NAME AND ADDRESS (IF INDIVIDUAL (S). GIVE LAST NAME. FIRST NAME. AND MIDDLE INITIAL.) FLIGHT OPTIONS, LLC 26180 CURTISS-WRIGHT PARKWAY RICHMOND HTS., OH 44143 6.25% OF 100% 073381423208 $5.00 12/04/2007 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 ,C1m :OF bee.. 2007. re UI NAME (S) OF SELLER (TYPED OR PRINTED) RENEGADE SWISH, LLC TITLE (TYPED OR PRINTED) VICE PRESIDENT, SECRETARY & CFO OF FLIGHT OPTIONS, LLC ACTING AS ATTORNEYIN-FACT FOR RENEGADE SWISH, 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_02 759002 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245964 EFTA01330427 A IP4"Vblo vPr.,uvbto sr Z Lid h 030 zo, as ho:/ v .t .,/•.)- • VbjHlIM 0371d SDNY_GM_02759043 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245965 EFTA01330428 MRS APPROVED COO NO 140.034C O.IWO STATES a WONG (SPARROW Of TRAIOPORDSION RICIIIII.100.00 421 . fa CERT. ISSUE DATE Ul 00 E SEP 182147 AITIMIIMAISSIOCIIIIOSONIT Anii01114•111CJA COBIlit ,..: Atter FIEGGTRAltet APPLICANZOI ammo awn gi 787M REGOTTUTION NURSER SS APCPAR IONNINICILIPER 6 WOO. Raytheon Aircraft Carpany 4001 Allf-T2Ort ' FOR FM USE OeLY TIIE OF RIOSTRATON TM ono to) 0 1. Irrivkbaid 0 2. Pailrerslip 0 I Cagenben SA 03-0wilet 0 & GoO. 0 . II. num RANI OR dements rweeiRJR. petleitemet I) b.all", OT 1 nICARIreesitsMon serer Rai ard mei* III(See Attachrent cta+e j g Igo I 6-7) IIIEPITGOOE ROMER I ) ADDRESS (Parmny masc. etds••• lits 0059. used. Saks moss nese sew owe) C/O: mix) Curtiss - Might Farioey Mote ard snot TVA Wade PEt See `TT Richrond Heights San OH 14141 CI CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION, Reed the following statement before signing this application. This portion MUST be compMsd. A Ilitni a &Venal If . SWI I 0 I I . 940101 la ins sopficassin may to Nouns a piss/men a iris MS feat. Teo IS SW. MSS • CERTIFICATION Mt CUITIFY 0) Tn•I V* Sae NOIR • owned IN V* untlyrogno0 maws. *e 5 • <Sam wesarRE cowman) of NW Wad Suss cf.- wog hot to nom C. svylow I. Or CREGX ONE AS APPROPRIATE • 0 A owns an. oft wen teneirsion (Rim 1151 a Sam I.5111 NO 0 22 Amax:Now antwoloa wonted an, Oorq Daiwa NYS/ Do tin• Cil AIM Delaware rt.:".%ltartrinissgraetnal VINVIr fItt:',111)741r ks, m .... .... nail as KT spend yaw we Min Olen/ bier iiinsnnii iii• (Y)11•1•9••••••••• • osentrihni is 'SWIM • SY teen lisd Mn if.. Ftils•I *ear AdrrineValicri NOTE If op:WS lO. GOONGTYGNa PI Wats mist ago Use fawn. Sole a NeGelaary TYPE OR PRINT NAME BELOW SIGNATURE `G11., gii i itvl A UR This Vika Press Se.. SAO of Flight Options, LI.0 i.t3 0 /07 TITLE acting as Attorney - In - Ile for Air Chislaine, Inc. SIGNATURE ORE *I DNE NOM TINANG woof Or Do Centissin or Anna ilstSinigas Ins saran MI be cosi Iv s prod not nom at ni <Ma - 6110 woo to Ppm copy 6 Ma apsinaiscn mat es COW • tin YOWL AC FON We l (5103) KE6243.62ISKSI/ SONY_GM_02759044 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00245966 EFTA01330429 • • vTO1CW4 04 1)10 ti 1)I 0 zs u1:1 is T113 0 ' A 14.1.1M G31t3 SDNY_GM_02759045 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA 00245967 EFTA01330430 ATTACHMENT TO AIRCRAFT daft REGISTRATION / APPLICATION akat, fol 1.) 2.) 3.) 4.) 5.) 6.) 7.) 8.) 9.) 10.) 11.) 12.) 13.) 14.) 15.) 16.) Reg #: N787TA Address: Model: Raytheon Aircraft Company 400A SINit: RK-260 Owning an undivided Name of Applicant: Interest of: Bergen Southwest Steel, Inc. 6.25% of 100% Shown on Original form hereto Grand/Sakwa Transportation, LLC 6.25% of 100% Shown on Original form hereto Coronado & Associates, LLC 6.25% of 100% Shown on Original form hereto Kirk Air, LLC 6.25% of 100% Shown on Original form hereto Grand/Sakwa Transportation, LLC 6.25% of 100% Shown on Original form hereto John P. Hayes 6.25% of 100% Shown on Original form hereto Stephens Investment Management, LLC 6.25% of 100% Shown on Original form hereto Renegade Swish, LLC 6.25% of 100% Shown on Original form hereto Palisades Capital, Ltd 6.25% of 100% Shown on Original form hereto Missoe Capital, LLC 6.25% of 100% Shown on Original form hereto Elyton Properties, LLP 6.25% of 100% Shown on Original form hereto RGL Associates, LLC 6.25% of 100% Shown on Original form hereto Flight Options, LLC 18.75% of 100% Shown on Original form hereto Signatures: Title: Date: Vice President. Sec & CFO of Flight Options. LLC acting as Attorney-in•Fact for #2,3,4,5,6,7,8,9,10,11,12,13 Vice President, Sec & CFO of Flight Options, LLC LLC for #14 alio/07 001 07 La Ul LO By siccing above. the applicant agrees and stipulates (1) to the terms. conditions and codification of the AC Form 8050.1 Aircraft Registration Application. to which this page is attached (the 'Application'). (II) that all ol the information set forth on the Application is true and curved 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 appal. but all such counterparts shall together constitute but one and the same application. SDNY_GM_02759046 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245968 EFTA01330431 vu~ • • LO. ZS g „. • •••,-;- (33-1- SDNY_GM_02759047 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245969 EFTA01330432 FORM APPROVED OMB NO. 2120-0042 UNITED STATES OF AMERICA U. S. 0IPAEIMDR U BAIIIMITABIN MEW AVIAMI1 MINIMUM 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 N787TA AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-260 2007 E 0 1 1 2 0 4 'FfANIM-FINOR05D SEP 18 FIrl 10 22 PEDERAL ATIATI:aN DOES THIS 301." DAY OF AUG., 2007 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: 411111NISTR:01.031- DO Not Write In This BIM* FOR FM USE ONLY NAME AND ADDRESS (IF INDIVIDUAL (S). GIVE LAST NAME. FIRST NAME. AND MIDDLE INITIAL.) FLIGHT OPTIONS, LLC 26180 CURTISS-WRIGHT PARKWAY RICHMOND FITS., OH 44143 6.25% OF 100% 072430852215 $5.00 08/31/2007 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 aomOF AUG., 2007. ce (i) NAME (S) OF SELLER (TYPED OR PRINTED) BELFORD MANAGEMENT SERVICES, LLC I I SIGNATURE (S) (IN INK) (IF EXECUTED FOR COOWNE P ALL MUST SIGN.) IN-FACT FOR BELFORD TITLE (TYPED OR PRINTED) VICE PRESIDENT, SECRETARY ACTING AS ATTORNEYACKNOWLEDGEMENT (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_GIvl_02759048 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245970 EFTA01330433 A.tl0v 140 %41110 iiv zs g U1/ It 518 L°. 1111R.'- Q3 11 SDNY_GM_02759049 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245971 EFTA01330434 es ra ra E 0 11 2 0 3 Y, c LOAN (For use on deals drawn under the September 1, 2003, Agreement) FAA RELEASE eetivErANe.tpineRge. Pc37 ip pm Raytheon Aircraft Company Mae' 4100A" ' 10 2? Manufacturer's SerftfttcpsRK4 RegistraticatION N7 .8 rail Engine Make and Model Pratt & t&iltrie eginada JT150-5 Engine Serial Nos PCE-JA0287 & PCE-JA0291 Propeller Make and Model N/A Propeller Serial Nos N/A The undersigned, assignee of the interest of Raytheon Aircraft Credit Corporation, Secured Party under the Security Agreement dated Tilly 16 1999 , with Belford Management Services. TIC as Debtor, recorded by the Federal Aviation Administration on Au_gust 18 1999as Conveyance No. F71635* which Security Agreement was assigned to the undersigned pursuant to the FAA Assignment dated as of September 22 2003 recorded by the FAA on November 8, 0001 as Conveyance No. yvoaoaSsis- hereby releases all of its interest in the collateral covered by said Security Agreement. Dated this 3 b day of Aityli,S1— 2007 **and by Amendment dated 4/21/05, recorded 4/29/05 as Conveyance No. ' 6' SEE RECORDED CONVEYANCE NUMBER y nit nntat. Doc 'Dr 2-2, PAGE 9 BANK OF AMERICA, NATIONAL ASSOCIATION AS ADMINISTRATIVE AGENT By: Kathleen M. Carry, Vt resident BA0163 The undersigned assignors hereby release all of their interest, if any, in the collateral covered by the Security Agreement described above. Dated this 3 0 day of Cht id, 2007 . Raytheon Aircraft Receivables Co By: Name: 'fa M. Weitzel General Aviation lion Receivables Corporation By: 4 ANvr Name: ler M. kntzel 4,,ci Title* /14.4sec. This Release shall consist of this one page only, with no schedules, appendices or similar attachments attached hereto. *and FAA Assignments, dated 7/19/99, recorded 8/18/99 as Cony. No. F73635 assigned by RACC to Raytheon Aircraft Receivables Corporation ("RAW') and from RARC to BaNK OF America, Natimsmacigsv as Administrative Agent Raytheon Aircraft Credit Corporation By: Nam er Title: SDNY_GM_027 59050 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245972 EFTA01330435 • '1'. 1:;:xrickvilo ZS 2 W8 IC ODU LO, 3 iiiliAC13113 SDNY_GM_02759051 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245973 EFTA01330436 00141APPICIOI eta No mom ON ETATS OF Meaty 0E1010111NIT Of TRAMPORTAT104 PROW a AnsinTarewan CR U3 CERT. (ISSUE DATE XX MAY 21200 lanriain anienatuncos apes ' APir.AFT HEOBSTROMON APPUCATION ssostiZor in atigisi ea N 7S7TA AIRCRAFT 144114411.14111 IL MODEL Rav-thecr Aircraft Ccnpany 4004 IMICIVOT SUM MO W-260 FOR FM USE ONLY TYPE OF PEOPTV010.1 fl ea ire Sal O t teas O a. ran* O 3. corpnon i 4. Ceara O 5. Govt O e MOE Of SPUCNIT franioN4 gnaw an 44144:s el avant* I Inadtbd. Oa Inal nom Ire aim ard 4.4•• Mill 1.) Air Ghislaine, Inc. 6.25% of 100% " -see Attadrent CL0Atc.c.i 5-3 -0-0 TELEPHONE MAUNA 1 / AO04SE (Paffral bay anon q Orraloil Mannar deo to alwan.) lore 1'L c/o: Mater ai 26180 Curtiss-Wight Parkway d obit Pura Ran: PO. Ear OW Hideaki Heights WAN I 01 COOE ; 143 O CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION I Reed the following statement before signing this appilest/oit This pestle's MUST be eoinpolsti. A lobo or ass raw lo any 44444 in au appicann any to woods b w poistoont to Ina Wan or %apeman NS Ca Ties It Sic 10011 • CERTIFICATION III ThOt tO 0,00Nam 4 Pamf trythicalferael applan. ate s • often lecteg capnion4 0 NI OSP Stan Pa mesa vat sv• wanes HAAN 1.a CHECK ONE AS APPROPRIATE It 1:I A noklard Om .11, son "session (Conn 1-151 or Faun 14611 NA 4 KJ A 4404114on 4014.400n cogorand ad (bib OurMsn ender IN Pan Cl 'Si' nalbafe ord mad arilder a iarA=Ma umsci at_padvona sm., nson.x11.1 haps so wad* ban fits , OH 44143 co The no mean 4 rot ropporos wow to am el WE bar may: ea pi lir 40 worn a ~web fa manes ex Hu Nan Hal 1141% IN PSIO APS. Adwavalinion NOTE: li case 1w coca* ••••pieent• now sign. Use rag as s moat TYPE OR PRINT BELOW SKINATURE IP 4rp rruvice Secretary Flight Options, LW & CEO— .3 -4) President, 5- . t 3 p . Wuce e unracting as Aturney-mFact for Air Chislaine, Inc. OAIE i & TITLE iki Will NOTE 142‘ 100 44441 a NE cars. atlas" ROSSO% Ire MOM wet to wanes es • pesos re• s a ct SO don Oaf With are No Nat cop, at ow issailka nail Oa one in to warn AC Flon 00934 (3.03) SOS24040007) SDNY_GM_02759052 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00245974 EFTA01330437 A. • • VUOHn>10 A113 VWOHVlH0 02 1 bid ,.. fitj t„ 4 al 0 88 NOUV8ISI038 13Vb""IV PV HAIM arlid SDNY_GM_02759053 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00245975 EFTA01330438 ATTACHMENT TO AIRCRAFTSEGISTRATION APPLICATION AA:Icel 5_3 _0-7 1.) 2.) 3.) 4.) 5.) 6.) 7.) 8.) 9.) 10.) 11.) 12.) 13.) 14.) 15) 16.) Reg fi: N787TA Address: Model: Raytheon Aircraft Company 400A SNP: RK-260 Owning an undivided Name of Applicant: Interest of: Bergen Southwest Steel, Inc. 6.25% of 100% Shown on Original form hereto Grand/Sakwa Transportation, LLC 6.25% of 100% Shown on Original form hereto Coronado 8 Associates, LLC 6.25% of 100% Shown on Original form hereto Kirk Air, LLC 6.25% of 100% Shown on Original form hereto Grand/Sakwa Transportation, LLC 6.25% of 100% Shown on Original form hereto Belford Management Services, LLC 6.25% of 100% Shown on Original form hereto John P. Hayes 6.25% of 100% Shown on Original form hereto Stephens Investment Management, LLC 6.25% of 100% Shown on Original form hereto Renegade Swish, LLC 6.25% of 100% Shown on Original form hereto Palisades Capital, Ltd 6.25% of 100% Shown on Original form hereto Missoe Capital, LLC 6.25% of 100% Shown on Original form hereto Elyton Properties, LLP 6.25% of 100% Shown on Original form hereto RGL Associates, LLC 6.25% of 100% Shown on Original form hereto Flight Options. LW 12.50% of 100% Shown on Original form hereto Signatures: Title: Date: Vice President, Sec & CFO of Flight Options, LLC acting as Attorney-in-Fact for #2,3,4,5,6,7,8,9,10,11,12,13 Vice President, Sec & CFO of Flight Options, LW LLC for #15 5 -3 -01 5-3 -01 • By signing above, the applicant agrees and stipulates (1) to the terms. condiboni end certification of the AC Form 80504 Aircraft Registiation Application, to which this page is attached (the 'Appication'). (II) that all of the information set forth on Ihe Application is true and correct as of this date. and (III) the Appocation may be executed by the co-owners by executing separate counterpart signature pages. each of which when so executed and delivered shall be an original, but al such counterparts shall together constitute but one and the same application. SDNY_GM_02759054 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245976 EFTA01330439 A1;) C j 4111,i joe 88 Nounusioaa 14 ei HUAI 0311- SDNY_GM_02759055 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245977 EFTA01330440 0. S 4: FORM APPRO1?1() OMB NO 2120-0042 • . UNITED STATES OF AMERICA It leMBIBIIII IltUIMITAIIIN KIM mum ADMINISIBMION AIRCRAFT BILL OF SALE tal. X X 0 3 3 0 9 7 F.Fe0PDED 1111? 21 P19 3 09 AVIATION ADMINISTRATION O Noi In This FOR Wine FAA USE Block ONLY FOR AND IN CONSIDERATION OF $1.00 OW THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: . UNITED STATES REGISTRATION DONYEYANDE NUMBER N 787TH AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A 2007 AIRCRAFT SERIAL NO. FEDERAL RK-260 DOES THIS 3 DAY OF AMA ., 2007 HEREBY SELL, GRANT, T NSFER AND DELIVER ALL RIGHTS, TITLE. AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: 213SVHOtirld NAME AND ADDRESS (IF INDIVIDUAL (S). GIVE LAST NAME. FIRST NAME. AND MIDDLE INITIAL. ) RGL ASSOCIATES, LLC 6.25% OF 100% 26180 CURT1SS-WRIGHT PARKWAY 071231537496 RICHMOND HEIGHTS, OH 44143 ;5.00 05/0312007 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 DAY OF MI5., 2007. SELLER NAME (S) OF SELLER (TYPED OR PRINTED) ' SIGNATURE (S) (IN INK) EXEOJT D FOR IP SIGN.) TITLE (TYPED OR PRINTED) FLIGHT OPTIONS, LW VICE PRESIDENT, BRU E BOYLE SECRETARY & CFO 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 ' 1 SDNY_GM_02 759056 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245978 EFTA01330441 118 sou ruisio3a nig oa7u 4 """ t1rVWOHvuO ViI0Hvimo o~£ P o t al SDNYGA402759057 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245979 EFTA01330442 a. a.i `WOW athn OF AMERICA OFPAROAENT OF MANSPORTADON MOM Wee M 0 CERT. ISSUE olictc lob P 0CT 102Q06 teessesnageo weesay _c_ awn. ASCRAFT REMTRAIXOIMPUCATION RES=1"grElakElt N 7871A MOOR MANUFPCTUROI • WOG. Raytheon Aircraft CaitenY 4004 AMMAR WEAL it . RI- 260 FOR FAA USE ONLY Tel OF moormaai ICtet One tce) O i. IM MOOFF °INAS*. CIO- CCM:4110F k 4. COawor O & GeN O 0-8".Clikel HAW OF APKIWAY "wet Wan se error a wee* • lerte. es r kko.Win en 1 WOO 1.) Air Chislaine, lit. 6.25E of 1001 at See Attathrent ja -Ir -c.d A/ ( i . tap) MON011 ,AS ( ) Amman panninel wee Sten bit rea rifitir Offeel WOW a etes auk se betset it,w,, we We C/ 2620 Ctrtissihight Parbey Reed ROOS PAL SW CRY Richrond Heights OW OH W OXE 44143 III 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 Me " "WO" "VA" " WY bete/ r eis ateet2st.n ,, te trou-R°bPSeemeal"*""1" AVonfornonl (USG:On TI. Is. Set MI) CERTIFICATION! 0) Thu Fe oboe YON I ere by re werteeS men SOSO...0 Oda! fOffellOn0 of Or LAINO Sleet trot ONO OWL WO nn 01 kaki I. Cc CHECK ONE AS APPROPANTS a O A SON MS. me Ores Baal Ikon 1.151 a lei" 1.5611 Ns &roseate ewes awed WO keg been tow re ion ol isist0E1 &rare . — = asmt s ifitea telltills miesitillt uPtAlrititniat Ifth14/:111Pnallt ke al not Or sea I et oterie wer St So el se Wel reerS s.• 0) net legal Owls cI ~kV* In Son a hos ten Old MO Fe NOVO es beware. NOTE: II maned lor coots*** le Epplenis met sot Use men. see .I twenty TYPE OR v NAME SIGNATURE I a 1 nnIE Assistant Secretary of t Optiors, Lle -Dee , / " ore upN Jaws R. Dautenten mu actiny OS Wu -My he fact far Air Chislaine, Inc. osz• MaratuRE TIM ME ion Prat met a Pe Welase al Mee ROSIOVISOen 5* See ores le ogee. Is • pee melba 0 SO due tee Math GM IV Na tow 0 I Pe labliffli use Oh OOONI MOO AliSkIL AC sae .0501 ISM) IKISUCKSOZD SDPPCGM_02759058 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EF1'A_00245980 EFTA01330443 • • VINOtiV1NO All 0 VHOHV1)10 . £Z• T bid 61 d3S $QO? 89 8011,81S1338 Lig83sil VV! HUM 0319 SDNY_GM_02759059 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00245951 EFTA01330444 0 ATTACHMENT TO AIRCRAFT FEGIS TI7N APPLICATION orak W a ci pv0(0 Reg #: N787TA Model: Raytheon Aircraft Company 400A SIN#: RK-260 Name of Applicant: Bergen Southwest Steel, Inc. GrandlSakwa Transportation, LLC Coronado 8 Associates, LLC Kirk Air, LLC Grand/Sakwa Transportation, LLC Belford Management Services, LLC John P. Hayes Owning an undivided Interest of: Stephens Investment Management, LLC Renegade Swish, LLC Palisades Capital, Ltd Missoe Capital, LLC Elyton Properties, LLP Flight Options, LLC Signatures: 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 18.75% of 100% Title: Assistant Secretary of Flight Options, LLC acting as Attorney-in-Fact for ,4,5,6,7.8.9,10,11,12,13 Address: Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Assistant Secretary of Flight Options, for #14 Date: q'/1q/0&v By signing above, the applicant agrees and stipulates (I) to the terms. conditions and certification of the AC Form 8050.1 Aircraft Registration Application, to which this page is attached (the "Appleation-). (II) that all of the information set forth on the Application is true and curled as of this date. and (III) the Application may be executed by the co-owner by executing separate counterpart signature pages, each of which when so executed and delivered shall be an original. but all such counterparts shaft together constitute but one and the same application. SDNY_GM_02759060 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245982 EFTA01330445 VII0HrINCI ADO 1;9101.3'1NC C2 I Lid 61 dig 9002 88 Ncuv81si33a .1.1i):%./a/V YV3 HUM 03113 SDNY_GM_02759061 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245983 EFTA01330446 e FORM APPROVED RS OMB NO. 2120.0042 IN) U. S. DEPARTMENT UNITED STATES OF AMERICA OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE -4QP as P 0 0 6 8 8 0 IYANDE KS; 3IE8 10 PM 4 S4 AVIATION D o Not FOR Write In This Block FM USE ONLY 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 N787TA COM AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A ?Ai IICT AIRCRAFT SERIAL NO. RK-260 Fc088AL DOES THIS le DAY OF SEPT., 2006 POMINISTRATISII HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: = W In < r O re 0. NAME AND ADDRESS (IF INDMDUAL (5), GIVE LAST NAME, FIRST NAME. AND MIDDLE INITIAL.) FLIGHT OPTIONS, LLC 6.25% 26180 CURTISS-WRIGHT PARKWAY RICHMOND HTS., OH 44143 062621321423 15.00 OF 100% 09119/2006 .., - 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 l8" OF SEPT., 2006. SELLER NAME (S) OF SELLER (TYPED OR PRINTED) SIGN RE (S) . (IN INK) XE ED F HIP, L MUST '-GN.) TITLE (TYPED OR PRINTED) J. STARK THOMPSON ASSISTANT SECRETARY JAMES R. DAUTERMAN OF FLIGHT OPTIONS, LLC ACTING AS ATTORNEY- \ IN-FACT FOR .I. STARK THOMPSON 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 0052-00429-0003) Supersedes Previous Edition SDNY_GM_0275.9062 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_00245984 EFTA01330447 VP401-1V1N0 A113 VH014V1NO se r lid 61 d399002 88 NOIMISI03t1 1021081Y YU HIlist 031u SDNY_GM_02759063 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245985 EFTA01330448 FORA C.fr • who MIMES OF NERCO, COARTIO(r a TRANWCfM31001 Pl0011OL SAM A0100•110110111001110.101•T A•1101•1010.1. I-s in CERT. ISSUE DATE 2 C9NOL- 4 9 00001 AIRCRAFT REGOIRATICH iYPUCATOl LNITIII) YEA II TED ISTRATIO n 787TA MICRAFT mANUFACTURIER li MOOR. Rsvrhson Aircraft Com' 4001 AIRCRAFT URAL M. • RK- 263 FOR FAA USE Ottly TOE oF ssenrod (0iick on* SW) .0 t ESIvICIUSI 02 FIRMS* O 3. C011iestal (Ii 4. Co-Own. Os. 00v3 0 13 NAME OF APPvCma riiiincrin) tan at oar* of cowl*, It Mn.OaW. rso I MAY AM MOW rid 01001 MIL) 0 1.) Mr (M.S.1.airt, Inc. 6.2)7 of WOE 6_ee Attactrent otttbel ClAi rkX0) 113.EPNCRE MASER i ) ACCRUE ~nd Mite wpm* for MI •••••••• Iiiisd)(P.O OM II IOM.Oficia *OFT* 00 00 0. 8040 ) c/o; Flight Options, LW Wits irtil 0~ 9MPII nTri 0:Airier Pfirlday_ _ 11011 Pea OA Ea CITY RiChntild Heights on cii np COOF 44143 0 CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION, Read the following statement before signing this appliCallon. This portion MUST be completed. A Want MOM* 0141.0•110 an, (.....-.>co n TDB spcocromn nun. Do coins 1,e p.m...reser py nos ird p ergreKnmerf egi Ca TIN It Om. KITI • CERTIFICATION WA CERTIPT: (I) Th• IS dioN• •10011 el Yr WWI SINS Is Caw by Pa wasnowl appiaint etc • • nu* ivaidry cosonieonsi OR• ISO MS 0.• Mow Col WSW i 01 CHECK OM AS APITORIATI • I. 0 A Nebo Om VI AIM 'winks Wows I.Isi a Fon. 146i) No Is. ',Avows OligcnIca Orited Old don, bawls rids Pa rot of WOO Pelabiare fed SP OFFS • bided end mini* unclothe tima• Ms 0103,01 Rpm rotes •• •••••• foe " " Clini 26100 Citinisriiii.ijit R., lb.../....Fi Hts, GI 44143 a as fa aiming is rof @wand vat Se Wit Si ellimigntwory. .,o (*Thai idol slave of owninit• iii walla Of NS Wen DS MA 110 Ron hea•o0 AM- ,J..'. NOTE If earcuted for coownershts all WOMSFRI mull Sign UM IM MO side II FOOSOFF TYPE INT RAM s ll b nniAsInstant Secretary of - Optiors, ILC oust i INICA 0 Jams R. Dautennr Tmettl.1115 tLY AscusneyIn -Fact -for Air Chis/aine, DATE Inc. li WHARF* TILE l 'fr / KATE . . , ROTE lionseq no Goyim 4 *ma flesece, ea was a so Racism * • pries tiol it *once 10 ads. a.-.g sh.cl, ter* ea 0141C copy of Pis *pia mull Ur cm*, in He Meat PC Poll, 83331(903) (0352416204037) SDNY_GM_02759064 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00245986 EFTA01330449 • tlY10Htl1f10 ASIO vii0W11)10 Lc 21 WI 8 83S9692 Nowniisi53a taniOtivi litu41:13113 SDNY_GM_02759065 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA _00245987 EFTA01330450 ATTACHMENT TO AIRCRAFT REGISTRATION APPLICATION dtsa cifirocp Reg #: N787TA Model: Raytheon Aircraft Company 400A SIN#: RK-260 Name of Applicant: Bergen Southwest Steel, Inc. GrandlSakwa Transportation, LLC Coronado & Associates, LLC Kirk Air, LLC GrandlSakwa Transportation, LLC Belford Management Services, LLC J. Stark Thompson John P. Hayes Owning an undivided Interest of: Stephens Investment Management, LLC Renegade Swish, LLC Palisades Capital, Ltd Missoe Capital, LLC Elyton Properties, LLP Flight Options. LLC Signatures: 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 12.50% of 100% Address: Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Title: Assistant Secretary of Flight Options. LLC acting as Attorney-in-Fact for 2,3,4,5,6,7,8,9,10,11,12,13,14 Assistant Secretary of Flight Options, r _C --- rl.0 for #15 James R auterman Date: 0 0 to CO By signing above. the applicant agrees and stipulates (I) to the terms. condibons and certification of the AC Form 8050-1 Aircraft Registration Application. to which this page is attached flee 'Application'). (II) that all of the information sei forth on the Application is two and currect 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_02759066 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245988 EFTA01330451 VINOHEINO All0 VHOHY1NO LC Z1 Lid 8 d3S 9002 1:18 h0:11111SIO YVA HUM 03113 SDNY_GM_02759067 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245989 EFTA01330452 FORM APPROVED 0-0042 Ln UNITED STATES OF AMERICA ' livUL• U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE i v ti in 4.:cii , :13 E 3 'I9 4 54 but.1 111 • Do Not FOR Wolo In Tens Block FAA USE ONLY FOR AND IN CONSIDERATION OF $1.00 ovc4101E/7_ Mt; ftE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: 211 .06T 10 UNITED STATES F56tRAL MIATI0N REGISTRATION PitAIWIST NUMBER N787TA AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-260 DOES THIS 31" DAY OF AUG., 2008 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: PURCHASER NAME AND ADDRESS (IF INDIVIDUAL (5). GIVE LAST NAME. FIRST NAME. AND MIDDLE INITIAL.) 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 31ST OF AUG., 2006. SELLER NAME (S) OF SELLER (TYPED OR PRINTED) ( -.4 .=) SIGNATURE (S) (I HIP CUTER F • R N.) TITLE (TYPED OR PRINTED) LONCLEY SUPPLY ISTANT SECRETARY COMPANY AMES R. DAUTERMAN OF FLIGHT ornons, LLC ACTING AS ATTORNEYIN-FACT FOR LONGLEY SUPPLY COMPANY ACKNOWLEDGEMENT INOT REQUIRED FOR PURPOSES OF FM RECORDING: HOWiginttlefffrIRED . ... BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) $5130 moan= .. ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition SDNY_GM_02 759068 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245990 EFTA01330453 MOHI/1)10 All0 VWOHVJN0 LC ZI Lid 8 48 9002 88 N011V81S1038 131/8081Y VY4 HUM 03111 SDNY_GM_02759069 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245991 EFTA01330454 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_02759070 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245992 EFTA01330455 SDNY GM 02759071 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245993 EFTA01330456 • All3 VUOHY1NO (I II WY 02801 K .;thd.!.31038 111'Vy YV4 I hereby cedify Oaf I compared the forewith the original it is a true and correct thereof. -T/gesti-e-c-1 • l• SDNY_GM_02759072 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002 45994 EFTA01330457 SDNYGM 02759073 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245995 EFTA01330458 TOM APPROVED, OW IP 1110GON) INTRIO MU a rumen or TRAMEPORTAITCR a wars STILIFIOI•4•131wwaramaawnsaa P . 22) awn nain 7 SPPUCJMN Ti CERT. DATE . I liNITTO STATES M" _ wyeenwou. MASER III 78711k Arts ytheal na"."=:. =my 4COA AIRCRAFT SENN. NT NI MIS 2 32" RIC-28) FOR FAA 116E ONLY TYPE OF RFOISIPATION (0.00 PP OP) 0 I. SCPOluil ID 2. Penn 0 3- oppyysyp (3 4. CONIATNT 0 S. 000. 0 E. t I PIAVE OF /ROOM OWTONN team an vein CI antaINPAI MINN* 0.0INI Me.. fre nOws. •• is 'SW 0 1.) Air Mishit*, Inc. 6.2% of 10CfC (See Attsdnett daleet 7/ ,RO (OW) TELEPHOIN NSW I ) Acorns (rynyapyry yaw wavy : raritatataKe ir Oyes seam MO Wwwwwl 26183 Curttss ght Parloey Ws ad sot nolal APS O. fat an' Richt:al Heights non GI VP COOS 44143 El CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Awl the blowing Staternent WI WO Signing NS SPPIISTRANT This WOW MUST br 00mpirsd. A NM a .Rawl arNet m any Fawn m Ns apalcano, may to gm...4s tor peywynaet Oa I an, mymicrmeM On CYO. TO• It Sec KO) • CERTIFICATION INN COMFY III ITN IN eon &Mit • 0..10 a as wwwwa wawa. ea • • caw fl aw wwwww oi So Oval Slow (far wars Maw /IN awn a/ Nat OW OTC AS APPROPRIPITE. • 0 A "NOW am •01 San Rohataton (Rom 1.131 is Rat 1460 IN La 9 A AtssIlIns ostall01 copra. and Oars hand* MY /V MOS a CO•N_ . . 1d UMW it _ Int .. ra. Yikl U •M 0.0atkatelaiorta=1 IlLS • MYNA Pe No* a Fa In/•••10 LIMN we honorary Icawn Wow AN iS) Wet WO wawa a can, pr wow a rar bow Ras wow PONS Malan Aawaszelto MOTE: il wawa lee co-awnershp al wows lm.S SAFI U.. WOW TAN It TwaTTNT TYPE M ELOW SIGNATURE 1 TrnsassistErt Secretary a }lift Optics() L/C opy 744.10it b R. Dauteman ORE as AttorneyLL-Fact for Fli;;;C,-...t.t.s • i • Tnr out 2 SIGNATURE di i OM TOTE PENNI FIRKII 0 ti 201/NN• a NOIR TWONSIOI. wo WS way to comma kr • pox.' not n wan* ca 00 awa. Awry nN Ian* M PON can 0 Ow gplaTIN mil anew al to wren AC Pam 10504 MEG) (0:620042$4 0Th __ -- - - - -- - — SDNY_Ght02759074 :T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00245996 EFTA01330459 • V1010H111)10 A110 NiV1014V1)10 oz. Z Wd hZ l~P 9002 vitou.vtastoati 1AV th 0201 VV3 (B1U SONY_GM_02759075 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA 00245997 EFTA01330460 -ATTACHMENT TO AIRCRAFT IIEGISTRi,TIONI APPLICATION &tied 7/aLpfino Reg #: N787TA Model: Raytheon Aircraft Company 400A S/Ne: RK-260 14 2.) 3.) 4.) 5.) 6.) 7.) 8.) 9.) 10.) 11.) 12.) 13.) 14.) 15.) 16.) Name of Applicant: Bergen Southwest Steel, Inc. Grand!Sakwa Transportation, LLC Coronado & Associates, LLC Kirk Air, LLC GrandlSakwa Transportation, LLC Belford Management Services, LLC J. Stark Thompson Owning an undivided Interest of: John P. Hayes Stephens Investment Management, LLC Renegade Swish, LLC Longley Supply Company Palisades Capital, Ltd Missoe Capital, LLC Elyton Properties, LLP Flight Options. LLC Signatures: James R. Dautcrman ames Daulerma 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6 25% of 100% Title: Assistant Secretary of Flight Options, LLC acting as Attorney-in-Fact for ,3,4,5,6,7,8,9,10,11,12,13,14,15 Address: Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Assistant Secretary of Flight Options, C for #16 Date: --dactiOlo 76-4 tot, By signing above, the applicant agrees and stipulates (I) to the terms. conditions and certification of the AC Form 8050.1 Aircraft Registration Application, to which this page is attached (the 'Application,. (II) that all of the information set forth on the Application is two and currect as of this dale. and (III) the Application may be executed by the co-owners by executing separate ceunterpart 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_02759076 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245998 EFTA01330461 VPIOHV-DIO VP/OHrbi0 02 2 Wd h7 lfir 900? 46 KOI1 V8i$1034 lz ;KAP/ liVi FIIIM 031ij SDNY_GM_02759077 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245999 EFTA01330462 FORM APPROVED OMB NO. 2120,0342 e ra. UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE er "4 V 0 0 9 6 8 0 RECORDED 23 Rn 9 58 AVIATION Do Not AA In This Block FOR FAA USE ONLY FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL COMEYANCE AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: . UNITED STATES NOG RUG REGISTRATION NUMBER N787TA FEDERAL AIRCRAFT MANUFACTURER & MODEL ')MINISTRATION RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-260 DOES THIS 213T DAY OF JUNE, 2006 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: PURCHASER NAME AND ADDRESS (IF INDIVIDUAL (S). GIVE LAST NAME. FIRST NAIVE. AND MIDDLE INITIAL.) 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 21" OF JUNE, 2006. SELLER NAME (S) OF SELLER (TYPED OR PRINTED) SI TURE (S) (IN ) (IF XECUTE • OR CO-• ERS P. ALL SIGN.) TITLE (TYPED OR PRINTED) ACVI AVIATION, LW ISTANT SECRETARY JAMES R. DAUTERMAN OF FLIGHT OPTIONS, LLC ACTING AS ATTORNEYIN-FACT FOR ACVI AVIATION, LLC ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FM RECORDINGWagntVPUIRED e 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 SDNTGM02759078 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246000 EFTA01330463 VII0FIV1U0 kilO viiouviuo 02 l Wd hZ 1RP 9002 88 NOIE161S13321 UOUIV 'VI RUM Mid SDNY_GM_02759079 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 1O, 15, and 17 EFTA 00246001 EFTA01330464 CERTIFIED COPY TO BE RECORDED BY FM FAA RELEASE 0 3 (12' 0 331i 3 t: V L3 A 00 Raytheon Aircraft Credit Corporation (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 Aircraft described and defined on Exhibit A attached hereto. Dated this 77 day of Aloiteit , 2006. Raytheon Aircraft Credit Corporation By: Name: Andrew A. Mathews Title: President 20640/ 014--Agrak nlcr L 2 0 legal% SEE RECORDED CONVEYANCE NUMBER Z . O 0 (p q 18 Doc ID C 34 C1 PAGE, L,. SEE RECORDED CONVtiAt& NUMBER VOCIDSSq W ad Doc C 3aq PAGE SEE RECORMMIgila NUMBER 0 O DOC DC 3 pAgocaa SDNY_GM_02759080 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246O02 EFTA01330465 '840"v-11110 A113 vviovcv LO i oci 61" 4/ 90. v.4 3 • cilu‘, (3310 SDNY_GM_02759081 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246003 EFTA01330466 14. Un Exhibit A Security Agreements Aircraft Inventory Security Agreement dated as of February 12, 2005 between Raytheon Aircraft Credit Corporation ("RACC"), as secured party, and Flight Options, LLC ("FOLLC"), as debtor, which was recorded by the FAA on March II, 2005 as Conveyance No. HH039274; Aircraft Inventory Security Agreement dated as of February 14, 2005 between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on July 21, 2005 as Conveyance No. Z006418; Aircraft Inventory Security Agreement dated as of February 18, 2005 between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on March 22, 2005 as Conveyance No. Z005425, 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 19, 2005 as Conveyance No. YY039957; Aircraft Inventory Security Agreement dated as of February 25, 2005 between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on March 25, 2005 as Conveyance No. HH039382, 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 May 25, 2005 as Conveyance No. T077339; Aircraft Inventory Security Agreement dated as of February 25, 2005 between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on March 10, 2005 as Conveyance No. V006359, 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 25, 2005 as Conveyance No. YY040011; Aircraft Inventory Security Agreement dated as of March 4, 2005 between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on March 22, 2005 as Conveyance No. HH039336, 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 11, 2005 as Conveyance No. MM027648; Aircraft Inventory Security Agreement dated as of March 4, 2005 between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on April 20, 2005 as Conveyance No. YY039984; Aircraft Inventory Security Agreement dated as of March II, 2005 between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on May 5, 2005 as Conveyance No. YY040152, 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 16, 2005 as Conveyance No. SS022778; and Aircraft Inventory Security Agreement dated as of March 11, 2005 between RACC, as secured patty, and FOLLC, as debtor, which was recorded by the FAA on April 1, 2005 as Conveyance No. N003852. 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_02759082 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246004 EFTA01330467 I I--, reby certify that I h—pri compared the forewith the original ar ngis a true and correct thereof. VI4O 51 A Do V140,4 NV1710510 LO I bid . 61 AUttl 90. 13VM3dIV yV.d HUM 031I.I SDNY_GM_02759083 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246005 EFTA01330468 CERTIFIED COPY TO BE RECORDED BY FAA C0021 257 FAA grZCOTIDED EASE to mu 18 PR 1 24 Raytheon Aircraft Credit Corporation (theFa'SeCiii4:.f*") as secured party under the Security Agreements described and defined on Exhibit A attached hereto, hereby releases from the terms of the Security Agreements all of its right, title and interest in and to the collateral described in the Security Agreements. Dated this on. day of WPAA.1-- 2006. Raytheon Aircraft Credit Corporation By: Name: Andrew A. Mathews Title: President SEE RECORDED CONVEYANCE NUMBER Yy aµO 157) OOCID C 3aC PAGE1 ftra •;.; 2061W !. 0Airit.d1_,t5 /11.4T SEE RECORDED CONVEYANCE NUMBER 7 QocaT.Z.3 Dec iD...C.,34/ PAGE SEE RECORDED CONVEYANCE NUMBER Li O4O /slat DOC to caxgq pAgE45-_,, Cs tA3 S. SDNY_GAL02759084 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246006 EFTA01330469 L. SDNY_GM_02759085 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246007 EFTA01330470 e N (.4 03 Exhibit A Security Atreements Supplemental Aircraft Inventory Security Agreement dated as of June 13, 2003 between Raytheon Aircraft Credit Corporation ("RACC), as secured party, and Flight Options, LIE ("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 15, 2004 between RACC, as secured party, and FOLLC, as debtor, which was recorded with the FAA on January 20.2005 as Conveyance No. P002013; Supplemental Aircraft Inventory Security Agreement dated November 12, 2004 between RACC, as secured party, and FOLLC, 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. 1'076690; 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. IC1(034949; 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. 11/1039060; 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. 1111039223; 20640/ SDNY_GM_02759086 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246008 EFTA01330471 SDNY_GM_02759087 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFFA_00246009 EFTA01330472 a LO 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 I8.2005 as Conveyance No. 1.077264; 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 18, 2005 between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on July 22, 2005 as Conveyance No. 2006423; 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. RR030454; Aircraft Inventory Security Agreement dated as of January 28, 2005 between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on February 22, 2005 as Conveyance No. MM027421; Aircraft Inventory Security Agreement dated as of January 28, 2005 between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on April 29. 2005 as Conveyance No. YY040080, as further amended by the Amendment No. IA to the Aircraft Inventory Security Agreement dated July 21, 2005, between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on September 13. 2005 as Conveyance No. VV021511; Aircraft Inventory Security Agreement dated as of February 2, 2005 between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on March 22, 2005 as Conveyance No. KK035074; Aircraft Inventory Security Agreement dated as of February 3, 2005 between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on May II. 2005 as Conveyance No. DD025405; Aircraft Inventory Security Agreement 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. HH039251, 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_02759088 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002460 10 EFTA01330473 SDNY_GM_02759089 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002460 I I EFTA01330474 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 IS, 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 1, 2005 between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on May 4, 2005 as Conveyance No. YY040150; as further amended by the Amendment to Aircraft Inventory Security Agreement dated as of August 19, 2005 between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on October 19, 2005 as Conveyance No. VV021726; Aircraft Inventory Security Agreement dated as of April 8, 2005 between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on April 27, 2005 as Conveyance No. YY040046, as further amended by the Amendment to the Aircraft Inventory Security Agreement dated August 19, 2005, between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on September 19, 2005 as Conveyance No. VV021526; Aircraft Inventory Security Agreement dated as of April 28, 2005 between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on June 7, 2005 as Conveyance No. VV021131; Aircraft Inventory Security Agreement dated as of May 2, 2005 between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on June 8, 2005 as Conveyance No. HH039708, as further amended by the Amendment to the Aircraft Inventory Security Agreement 20640/ SDNY_GM_02759090 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246012 EFTA01330475 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, SDNY_GM_02759091 15, and 17 I EFTA 00246013 EFTA01330476 dated August 19, 2005, between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on September 26, 2005 as Conveyance No. VV021591; Aircraft Inventory Security Agreement dated as of May 13, 2005 between RACC, as secured party, and FOLLC, as dcbtor, which was recorded by the FAA on June 16, 2005 as Conveyance No. SS022777, as further amended by the Amendment to the Aircraft Inventory Security Agreement dated August 19, 2005, between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on September 15, 2005 as Conveyance No. VV021523; and Aircraft Inventory Security Agreement dated as of May 20, 2005 between RACC, as secured party, and FOLLC, as debtor, which was recorded by the FAA on August 3. 2005 as Conveyance No. 8066884, 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"). i Sal! .fam driel `.•9Sci,i ;5 9V$rN.,! e.4; 20640):ierroa :•st s . • - .1arir'O,30-: : a SDNY_GM_02759092 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246014 EFTA01330477 40 °MN. (fr 14g SDNY_GM_02759093 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246015 EFTA01330478 r a 0002318 FAA RELEASE C0i4VEYANCE itECORDCD. 205 OCT 24 P19 12 18 Raytheon Aircraft Credit Corporation (tIrEaSecureck 'Panty") as secured party under the Security Agreement desPri A tAa tn td righined 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 ,tday of a s/a, 2005. Raytheon Aircraft Credit Corporation By: 46O Andrew A. athews Title: President 20640 SDNY_GM_02759094 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246016 EFTA01330479 VVVOHV1NO All0 VWOHV11O 3h T lJd b 130 S002 Ile NOIIVII1S1938 VIM HIIM Gni SDNY_GM_02759095 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002460 17 EFTA01330480 Exhibit A FAA Release Security Agreement Aircraft Inventory Security Agreement dated as of January 18, 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),L.E045644( bAthe FAA on Mak Sa 2005ort.c.bnuttwei. tvigaa ...,(the "Security Agreement"). Aircraft One (1) Beech model 400A aircraft bearing manufacturer's serial number RK-62 and United States Registration No. N462CW, together with two (2) Pratt & Whitney Canada Model JTI5D-5 aircraft engines bearing manufacturer's serial numbers PCE-100300 and PCE-100301 (collectively the "Aircraft"). The engines described above are in excess of 750 rated takeoff horsepower. 20640, SDNYGA402759096 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002460 I 8 EFTA01330481 VINOHMO A_LIO VIHOEIV1NO 2h 1 Lid h 130 S002 813 NOLLMS1038 idV21041V VV4 HIM 0311i SDNY_GM_02759097 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246019 EFTA01330482 vv 0 217 2 7 FAA RELEASE CONVEYANCE RECORDED 2005 OCT 19 All 7 117 Raytheon Aircraft Credit Corporation (the "Secured Party") as tiittiAL AvIATION secured party under the Security Agreement described thigIttlefiftedlittia 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 2811ay of SraD-LIAA , 2005. Raytheon Aircraft Credit Corporation By: Name: Andrew A. Mathews Title: President 20640/ SDNY_GM_02759098 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246020 EFTA01330483 • nionv7x0 Alto vivourmo S° C bid go d3s tra ,ouveisoaa IdT • ii/IAI OrIld 83diV SDNY_GM_02 759099 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0024602I EFTA01330484 C.3 rn Exhibit A FAA Release Security Agreement Aircraft Inventory Security Agreement dated as of April 1, 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 April 1, 2005 but not yet recorded; as amended by the Amendment to Aircraft Inventory Security Agreement dated as of August 19, 2005, between Raytheon Aircraft Credit Corporation, as secured party, and Flight Options, LLC, as debtor, filed with the FAA on August 24, 2005 but not yet recorded (collectively the "Security Agreement"). Aircraft One (1) Raytheon Aircraft Company aircraft model 400A bearing manufacturer's serial number RK-260 and U.S. Registration No. N787TA, together with the two (2) Pratt & Whitney Canada model JT15D-5 aircraft engines bearing manufacturer's serial numbers PCE-JA0287 and PCEJA0291 (collectively the "Aircraft"). 20640 SDNY_GM_02759100 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246022 EFTA01330485 vironrow A1c vivo:iv/No SC £ bid 5 d?S S0S? 85 N011O.1131338 I 4'1' %it'd Ilitict 0311:i SDNY_GMJID%9T61 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246023 EFTA01330486 U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION CROSS-REFERENCE—RECORDATION SEE CONVEYANCE NO FILING DATE This form is to be used in cases where a conveyance covers seven/ aircraft and engines, propeller& or locations. File original of this form with the recorded conveyance and a copy in each aircraft folder involved. TYPE OF CONVEYANCE Amendment to Aircraft Inventory Security Agreement YY040150 DATE EXECUTED 8/19/05 FROM Flight Options LLC DOCUMENT NO. V V a a ) 796 TO OR ASSIGNEDT0 Raytheon Aircraft Credit Corp DATE RECORDED /0-1 9 --o s THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: A IRCRAFT (List by regismaion number) I TEITAI NI IMRFR INVOLVED 7 N440CW N456CW N699CW , N73ITA N775TA N7137TA N617TA Pratt & Whitney Canada JT15D-5 PCE-100260 PCE-100261 . PCE-100292 PCE-100258 PCE-1A0316 PCE-3A0317 PCE-JA0322 PCE-JA0323 PCE-JA0287 PCE-3A0291 Pratt & Whitney Canada PT6A-42 PCE-PJ0483 PCE-P10479 General Electric CF34-3A 350250 350263 ENGINES I TOTAI NIIMRFR M OV]VED 14 MAKE(S) ......,...r See above list SERIAL NO. see above PROPELLERS I TOTAI NUMBER INVOI VET) MAKE(S) SERIAL NO. SPARE PARTS -LOCATIONS I TOTAI. NI IMRFR WWII VET) LOCATION RECORDED CONVEYANCE FILED IN: N440CW Beech 400A Serial RK-40 YY040150 (see doe id C3I5, page I in master) AC FORM SOS0-23 (146)(0052-00-5824000) SDNY_GM_02759102 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246024 EFTA01330487 • • SDNY_GM_02759103 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246025 EFTA01330488 vv0 217 25 FAA RELEASE e CONVEYANCE co RECORDED ta 2005 OCT 18 API 8 21 Raytheon Aircraft Credit Corporation (the "Serrtn\MC)ids secured party under the Security Agreement describedi(MUNIMMUOten 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 Sday of St/444%..6e4 , 2005. Raytheon Aircraft Credit Corporation By: Name: Andrew A. Mathews Title: President SDNY_GM_02759104 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246026 EFTA01330489 c VNOHTIN0 A110 iteaMTD/0 So £ Lid se cl3S S002 i.c.10'40V . rid Nllhi 03114 ClIif_GM_02759105 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246027 EFTA01330490 m IPA Exhibit A FAA Release Security Agreement Aircraft Inventory Security Agreement dated as of March 18, 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 May 5, 2005 as Conveyance No. YY040151; as amended by the Amendment to the Aircraft Inventory Security Agreement dated as of April 5, 2005, between Raytheon Aircraft Credit Corporation, as secured party, and Flight Options, LLC, as debtor, recorded by the FAA on June 21, 2005 as Conveyance No. SS022819; as further amended by the Amendment to Aircraft Inventory Security Agreement dated as of August 19, 2005, between Raytheon Aircraft Credit Corporation, as secured party, and Flight Options, LLC, as debtor, filed with the FAA on August 24, 2005 but not yet recorded (collectively the "Security Agreement"). Aircraft One (1) Raytheon Aircraft Company aircraft model 400A bearing manufacturer's serial number RIC-260 and U.S. Registration No. N787TA, together with the two (2) Pratt & Whitney Canada model JT15D-5 aircraft engines bearing manufacturer's serial numbers PCE-JA0287 and PCEJA0291 (collectively the "Aircraft"). 20640 SDNY_GM_02759106 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246028 EFTA01330491 Vi.'01-;;1:40 Vil0HV-PA0 St:£Wd 60 dB SOO? Vvd H11/4 0311, SDNY_GM_02759107 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246029 EFTA01330492 Kai ARANO am ow 212DG24.2 WITo ROM OF AMERICA Cornea OF TROJEWORWION AIRCRAFT PROISTRATION APPLOITION CERT ISSUE DATE IMMO MOD N ' REGIERRATON /OW . AIRCRAFT IIVIUFACTUREIR A Mat vm tli g f Raytheon Airaaft Cameny 403A o A i eam5 i *Ammer WEAL k14/ 4. 01 RK-260 FOR FM USE ONLY— Mt G5 OF REOISTRATed Knock no Sal I)) 0 It hdblosii 0 2. Pannone* 0 a Cooparaco Q 4. Co-crenor 0 5. Govl. 0 S. Pricsaue. • WYE OF APPUCANT 01Asoroo non on orbwc• a *atop It RPIPIduil. Oa RS An. Iral In ord POOP PAR I III 1.) Air Ghislaine, Inc. 6.25% of 100% (2ee Attachment cieuVe_ok 4?-?...:,-05 TEIZPNCOE NUMBER I I ADORES& Monne sea Ana k. Rd weave SUR P.O. 50x • .544. rooc• adcPass Roma* be sow,) C/O: Flight Options, LLC Nutter POOP 28180 Curtiss-Wright Parkway EIS Res PA ear an Richmond Heights EWE OH W 000E 44143 0 CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENDONI Fad th• following stetiontont before signing this application. This portion MUST In COMpleleid. A lels a allool Sea ile airy b/pston At Fs Ammon say to groat* No pflormsi by fine ona p, tworti-wii eit Owe As a Sea wn CERTIFICATION WE Cent III Rot to OOP ROO 4 IRPRIT RI We oneorbitse *Want stein Mot Ce(luene (4arelICRO et to Untied URNS (FP TOMO Pal ghe o. of Awn )or CHECK ONE AS APPROPRIATE • CI A Nedet Mart .It air csostetai (Tenn 1.TV or Pan 1 45I) No. b. 9 A ratan aseersikm agisruso ard done mess% wedwed EY Ma es i ONO Delawa re _ _ ___ r20186raffetro tIROArretEffitonYttlrat 'raiz' m TRY We 9) TIM kW NOTE: TYPE OR acre le owl NOSS wow em bon al arry Issyn Carty; Wd aiderce al oureshp is ildtat•lec w rat tom PA< se ins kalloi *nate IertratitnIce 0 -- ler CO.00nershop ell appbcants must or Use (worse side e towitity NAME ME Assistant Secretary of ['Eight 1 acting as .- a R. Dautemen UNE t t Or Mr Chisledne, Inc. 2 SIGNATURE mg --t DATE IONE Peel itcelpl al ON C* el ARRA Repines We SOS STAR bi ogemod le • penal PO at am% ol GO Sys. doing *Nth — Is MIK ow S IS Weleelbot mei be oleAld Is ireetbeel PC FOR KW (Me) (COS24042$40Th SDNY_GM_02759108 :T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00246030 EFTA01330493 • '• VAiiiH11)10 1.1.10 V$401-171)10 S£ £• Lid 63 d39 S002 BO NOUN/819153a l k10110/ VVA•14111A 0311A SDNY_GM_02759109 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA 00246031 EFTA01330494 ATTACHMENT TO AIRCRAFT REGISTRATION APPLICATION d( ¢p °fra-t Reg ft: N787TA Model: Raytheon Aircraft Company 400A S/Nft: RK-260 Name of Applicant: Bergen Southwest Steel, Inc. Grand/Sakwa Transportation, LLC Coronado & Associates, LLC Kirk Air, LLC GrandlSakwa Transportation, LLC Belford Management Services, LLC J. Stark Thompson John P. Hayes Owning an undivided Interest of: Stephens Investment Management, LLC Renegade Swish, LLC Longley Supply Company Palisades Capital, Ltd Missoe Capital, LLC ACVI Aviation, LLC Elyton Properties, LLP Signatures: amen . autennan 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% Address: Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Date: Assistant Secretary of Flight Options, LLC acting .8,9,10,11,12,13,14,15,16 q-act-os torney-in-Fact for OI In By signing above, the applicant agreeS and stipulates (0 to the terms, conditions and cemecation of the AC Form 8050.1 Aircraft Registration Application, which this page is attached (Ihe -Application'), (II) that all of the Information set forth on the Application Is true and correct as of this date. and (Ill) the Application may be executed by the co-owners by 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_02759110 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246032 EFTA01330495 TAOHV1)10 A.1.13 VII0H111)10 SE E [lid 6Z (13S 5102 11G MOLINUISIO3U lAltIOUIV YY4 HIM 03114 SDNY_GM_02759111 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246033 EFTA01330496 FORM APPROVED OMB NO. 2120-0042 UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ' ADMINISTRATION AIRCRAFT BILL OF SALE V V 0 2 1 7 2 2 CONVEYANCE RECORDED OCT 17 API 8 49 FEDERAL AVIATION ADMINISTRATION Do Not Write In nliS Block FOR FAA USE ONLY 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 NOS REGISTRATION NUMBER N 787TH AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-260 DOES THIS tie* DAY OF SEPT., 2005 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: PURCHASER NAME AND ADDRESS (IF INDMDUAL (S). GIVE LAST NAME. FIRST NAME. AND MIDDLE INITIAL.) ELYTON PROPERTIES, LLP * 6.25% OF 100% 26180 CURTISS-WRIGHT PARKWAY RICHMOND HEIGHTS, OH 44143 *Joe Engel - sole general partner 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 91" DAY OF SEPT., 2005. SELLER NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) (IN INK) 0 FOR O-OWNE P. L MUST SI .) TITLE (TYPED OR PRINTED) FLIGHT OPTIONS, LLC SSISTANT JAMES AUTERMAN SECRETARY ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FM AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition 93ZAZAD CO'S 51935171250 SDNY_GM_02759112 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_00246034 EFTA01330497 VPIONV1)10 kLIO VisIOHTPAO SC C Wd 6Z d3S 5191 88 NOLLY1i1S1938 13780VIV VVi HUM 03113 SDNY_GM_02759113 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246035 EFTA01330498 FORM APPROVED 01.4B NO. 2120-0042 UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N 787TA AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-260 ?Ol DOES THIS 9TH DAY OF SEPT., 2005 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: vv021721 CONVEYANCE RECORDED 0CT 17 API 8 49 EDERAL AVIATION ADMINISTRATION 00 Not Write In This Block FOR FM USE ONLY NAME AND ADDRESS (IF INDWIDUAL (5). GIVE LAST NAME. FIRST NAME. AND MIDDLE INITIAL ) ACVI AVIATION, LLC 26180 CURTISS-WRIGHT PARKWAY RICHMOND HEIGHTS, OH 44143 6.25% OF 100% 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 9'" DAY OF SEPT., 2005. et tu Yn NAME (S) OF SELLER (TYPED OR PRINTED) SIGNAT RE (S) (IN INK) TED FOR TITLE (TYPED OR PRINTED) SISTANT 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).S.upersedes Previous Edition uu es On (74 .1 ul SONY_GM_02759114 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 1O, 15, and 17 EFTA_00246036 EFTA01330499 VPIOHV1NO VII0FIV1NO SC Lid 62 d3S S002 au ti0I1V81S103211dV8081V VV3 FlIIM 03114 SDNY_GM_02759115 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246037 EFTA01330500 FAA RELEASE vv 0 2 1 7 2 0 CONVEYANCE RECORDED !DOS OCT 17 All 8 14 Raytheon Aircraft Credit Corporation (th- E"Qelfin/ I A9SP") as secured party under the Security Agreement desefaiedlUtithIdefined 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 city oftSfinfr , 2005. Raytheon Aircraft Credit Corporation By: Name: Andrew A. Mathews Title: President 20640/ a a ra SDNY_GM_02759116 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246038 EFTA01330501 VPI0HV1)10 A113 VW0HTDI0 IIC 6 WU liT d3S S002 88 N0IlvalS1338 .1.O80kliv VVA HIM 03113 SDNY_GM_02759117 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246039 EFTA01330502 as Exhibit A FAA Release Security Agreement Aircraft Inventory Security Agreement dated as of February 25, 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 March 10, 2005 as Conveyance No. V006359 (collectively the "Security Agreement"). Aircraft One (1) Raytheon Aircraft Company aircraft model 400A bearing manufacturer's serial number RK-260 and U.S. Registration No. N787TA, together with the two (2) Pratt & Whitney Canada model JT15D-5 aircraft engines bearing manufacturer's serial numbers PCE-JA0287 and PCEJA0291 (collectively the "Aircraft"). 20640 SDNY_GM_02759118 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246040 EFTA01330503 I:.' VHOHV1)10 £110 THOIIV1)10 h£ 6 LIEJ hi d3S S002 11011Vi11S1038.1.4fliOVIV VVd ILLIM 0311d SDNY_GM_02759119 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246041 EFTA01330504 co co 'VV021572 :43 CONVEYANCE RECORDES FAA RELEASE 2005 SEP 22 FPI 12 99 Raytheon Aircraft Credit Corporation (the "SecufEdErsittWOmasDN secured party under the Security Agreement described tnect4NRIIMT'ant4 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. n 1k Dated this 017 day of , 2005. Raytheon Aircraft Credit Corporation By: An rew A. a ews Title: President 20640 SDNY_GM_02759120 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246042 EFTA01330505 1 VHOFIV1:10 ADO vim-iv-ow II 2 idd 62 00.0 SON da NOLLVILLS1038 141/1i0 10v vtil RUM 03113 SDNY_GM_02759121 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246043 EFTA01330506 co co W Exhibit A FAA Release Security Agreement Aircraft Inventory Security Agreement dated as of January 18, 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 18, 2005 but not yet recorded (the "Security Agreement"). Aircraft One (1) Beech model 400A aircraft bearing manufacturer's serial number RK-62 and United States Registration No. N462CW, together with two (2) Pratt & Whitney Canada Model JT15D-5 aircraft engines bearing manufacturer's serial numbers PCE-100300 and PCE-100301 (collectively the "Aircraft"). The engines described above are in excess of 750 rated takeoff horsepower. 20640/ SDNY_GM_02759122 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246044 EFTA01330507 VINOW/1:40 All0 Vil0HrIN0 TT Z 61c1 hZ 9f10 SOO? 80 NOUVelS1038 12`a:Alti VVI HUM 0311d SDNY_GM_02759123 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246045 EFTA01330508 n POPEA OPP11040.4 OM 2050)Ls ' 4.111TED EOM OP MRICA CEPA/1114NT OF TRANSPORTATO1 a SWIM ADISIISIONISE oa DI CERT. ISSUE DATE " ta W sEP 15 01 •01010•1ASIOOMITCAL ma AIRCRAFT PEOISTMON APPLICATKIN wino STMES FOONEM4A1101/EMEIN IN 787rA Ammer WAILVACIURER11ACCE1 Raytheon Aircraft Gaon 4X MOST SEWS Net RR- 260 FOR FAA USE ONLY TYPE Of OTECIOINATTION Omit ono Su) 0 i. hams O 2. Penn* O a. CE/POOM CO 4. Comet O S. OWE O E.....Caw /NEE OP APPUCANT "navy can an tag ol __j,.. II iniMal. pve is relit ling now ond meso •4•11 • 1.) Air Ghislaine, Inc. 6.258 of 100% (....See Attachment ilairea ct..(..cy niiii0E MASER 1 I amps (Preen Neap men I Ml west To1P1IP P O. SOX root "um Sens mem us be Ms, ) c/o: Flight Optic's, LW ess me a -N 1&1CrtislazghtBaziomy hael Ikas • PO is OW Rtchoond Heights STATE GI VP cox 44143 0 CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Reed the following statement before signing this application. This porton MUST be COmilted. A Ws or clatcnoo raw to Mn Q,/APT in San egaleaseco nor to go- ea I . Prolonoo by fro WO ar °TOT "..... fu S C . The it Ss NON • CERTIFICATION bwE COMFY II) nee to Pin MOM b Sad by Endorogref want re 5 4 om inaderg COTerain Ce O. Wild /ASIA Or Wan, net 9 MOO al MSC I Cr CIIKK ONE AS AFPNOMTE. t (DAMAN Yes we Om Spume porn IASI often I.SSII No Ix 9* fumes crew ad sorgobtes was Me INN ol Tr or iiii‘,DWiroaOsol imeMrbr rP io, "Merl st -26193-Oar W,:. s's tright-ParIzed Hts GI 44143 NO Thu ovo soma is As assm Le to iris ire Tome ; NU p) TMI Sol .ea et oanneo Is Mom onus been Ss sr* Po Fan k,Sn Punsuirrion NOTE: II executed ke commoners al &Mtn MAN Or V. rovinO 1.50 a matssarylYPE NAME MEAT) g TiTil Assistant Secretary t Opticns, U.0 OATS 1:3.47:6 Imes R. Deuterium Tnuacting as Attorney-I - Fact fat Air alisktine, Inc II Senna 1111E .....yicA. ONE NOTE Patty Ma 41 Es Cale cd Altioa Rpsisotes es Owl mo te mews is • — se a ewes amo fiers. Salm PM TY 90 PINE sow el it spladon INS te aosucl is Pa Mt AD Fos am mos geoXIIM037) SONY_GM_02759124 :T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00246046 EFTA01330509 • • vivourbto Alto vilontf/xn I- dici SOO? ' vtizi m Li OS Hollin s : LI :3: 34f oth SDNY_GM_02759125 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00246047 EFTA01330510 ATTACHMENT TO AIRCRAFT REGIST TION APPLICATION a CH 4DS Reg #: N787TA Model: Raytheon Aircraft Company 400A WNW: RK-260 Name of Applicant: Owning an undivided Interest of: Bergen Southwest Steel, Inc. GrandlSakwa Transportation, LLC Coronado 8 Associates. LLC Kirk Air, LLC Grand/Salava Transportation, LLC Belford Management Services, LLC J. Stark Thompson John P. Hayes Stephens Investment Management, LLC Renegade Swish, LLC Longley Supply Company Palisades Capital, Ltd Missoe Capital, LLC Flight Options. LLC Signatures: 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 12.50% of 100% Address: Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Title: Date: Assistant Secretary of Flight Options, LLC acting as Attorney-in-Fact for #2.3.4,5,6,7,8,9,10,11,12,13,14 ssistant Secretary of Flight Options, or #15 ct-t-oS By signing above. the applicant agrees and stipulates (I) to the terms, conditions and certification of the AC Form 8050-1 Aircraft Registration Application. to which this page is attached (the 'Application'), (II) Mal all of the information set forth on the Application is true and correct 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 all such counterparts shall together constitute but one and the same appocauon. SDNY_GM_02759126 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246048 EFTA01330511 vPilmitque vw°14vbio 60 er tJd r ens 509? NOvilVEISW8 ted ;film 03Th iiV• eN"• div SDNY_GM_02759127 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246049 EFTA01330512 FORM APPROVED OMB NO. 2120-0042 UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE V V 0 2 1 5 2 5 • CONVEYANCE RECORDED 2005 SEP 15 Pf9 12 23 FEDERAL AVIATION ADMINISTRATION DFORNot Write In Thes Block FM USE ONLY 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 N 787TA AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-260 DOES THIS 26TH DAY OF AUG., 2005 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE. AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: PURCHASER NAME AND ADDRESS (IF INDIVIDUAL (5). GIVE LAST NAME. FIRST NAME. AND MIDDLE INITIAL.) MISSOE CAPITAL, LLC 6.25%0F 100% 26180 CURTISS-WRIGHT PARKWAY RICHMOND HEIGHTS, OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 26Th DAY OF AUG., 2005. SELLER NAME (S) OF SELLER (TYPED OR PRINTED) SIGN TURE (S) (IN INK) E CUTED F• SHIP AU. GR.) TITLE (TYPED OR PRINTED) FLIGHT OPTIONS, LLC !STANT JAMES R. DAUTE • AN 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 Tar./e4D C0*51 1612284.60 us GJ Bs cn CO SDNY_GM_02759128 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246050 EFTA01330513 vivolltnyo a11 O/0 viNo 4 ° Z1Lid r cos ser OUPUIS/038 YYJ 03713 watfiti SDNY_GM_02759129 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246051 EFTA01330514 U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION CROSS-REFERENCE—RECORDATION SEE CONVEYANCE NO FILING DATE: This form is to be used in casts 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 Amendment to Aircraft Inventory Security Agreement YY040151 DATE EXECUTED 8/19/05 FROM Flight Options LLC DOCUMENT NO. VV021522 TO OR ASSIGNED TO Raytheon Aircraft Credit Corp DATE RECORDED September 15, 2005 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: AIRCRAFT (List by registration number) I TOTAI. NI DARER iNivill.VF11 6 .," N893CW N896CW N787TA N456CW N604TA N525CW Honeywell Intl TFE731-5BR P-107751 P-I07748 P-107575 P-107567 Pratt & Whitney Canada IT15D-5 PCE-JA0287 PCE-1A0291 PCE-100292 PCE-100258 Pratt & Whitney Canada PT6A-42 PCE-P10330 PCE-P30329 Pratt & Whitney Canada 1T15D-5A PCE-108456 PCE-108459 ENGINES I TOTAI NI IMRFR INVOLVED 12 MAKE(S) See above list SERIAL NO. see above PROPELLERS I TOTAI NUMBER nsvoLvFn MAICE(S) SERIAL NO. _ SPARE PARTS --LOCATIONS I TOTAL NI IMIWR INVOi WD LOCATION RECORDED CONVEYANCE FILED IN: N893CW, Raytheon Aircraft Hawker 800XP, serial 258603 YY040151 Sec Doc ID C331, Page 1 in master AC FORM 8050-23 (146) (005240-582-6000) SDNY_GNI_02759130 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246052 EFTA01330515 SDNY_GM_02759131 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246053 EFTA01330516 TOIN NIIISTID gr. -tamo swa OF AMERICA anutnea OF TRAMWORTKI1011 la Mes marilkenaci i .2 CERT. ISM DATE • Ś Ł AUS i uw NOWERIEr MMONAIIIKAA MIM NPOIMPT REOWIR.010/4 MIPUCKEIZIN UWITO MDI N REO I211/M1CW NUMBER 787TA POCRAFT MANUFACTURER 6 MCCIX Ravthecn Aircraftl Caąxviy 4COA AMCOAFT BEMOL Na FM-21.O FOR FM USE ONLY THE OF REOWTRAnON Kawa an MW 4$9 o t Imaka* O 2. PwinswhIP ❑O a Easorallon@M. Opownet O S. eon O eitmatim WAM OF APPUCAPIT renteriAl *owl on wew d wonni. I trANOW. re IM ww. W rew to ni0Me WWI/ 1.) Air (I)islaine, Inc. 6.25% of 100E EIEF See Attactmant altiteL gi',3-O5 TELEPICIPE RUINER ( I MORWO IIIWwwwe maw aftwe W Wm appkeit IsiseLIM P.O. 90x is wed. /Wew saws num mn owa) COI Flight Optima, UL RWO, no wew %Om Clirri cci-Wright Awkixty Rwe, Rafle. PO. IW CITY kichami Heigits SMITE Cli DO CCIX 44143 p CHECK MERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS Ant/TONI Road the following statement Sfora signing this application. This portion MUST be cortmlstad. A Mr w Oetcrea Hum m ew wwwn •n au wola ł= mw blo irounas 1e, PliaNaart tn are ant O, M:n*1nel IUS. Coot Tao U. See. KOI • CERTIFICATION 1WE WITWY In lew Po stow acana wad ty iw ..tows1me1 MOSOIPI. S o • cown Imearg omtwalwei ol we Owed EIS OW wew WW. oo nn cd war ).w' CHECK ONE AS APPROPRIATE e. O AROWI, allen. MP aeon rweneon Wow MM w Tow 140I) Na 049 Arcot wapoWton wonted sio dccv tinewes we ta twe d OOHS Delaare IL the p) The to swa one • tame "P"`"-26193-0 Niglit-Rory--Picirrxii lie was a al tegWeist WO *Mn cl chrap le NOTE: II axecumg for sawnwarthro IW NAME n pew* wad 0 Te Uwali Sate MeaiTlialMie tows ..* waleta ta Hts, Of 44143 wam no wafle‚ 'ado. to samtvo w iw teen Ww wrn the Mewo Iwan winniarwort M aMammts wis von Use reverse sito il necessary. SIGNATIJ P TRIE Assistant Secretary tioat. ix ew K3485 N Janes R. Mittman TillE acting as Attarrey-InFact for Air,Ghislaine, Inc. Dn X 1 W SkifinutIE TME OM HOW Pwww scow W Ew Gniew* ol Paoil Rwlinsw. we Woe wiE b Omieg Iti e owad not w word 20 awe. OWO loThlt as te MM wafts molassai rwo be www in ta wow IG Rym MI (5.03) (00524:042114037) SDNY_GM_02759132 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFFA_OO246O54 EFTA01330517 • • VilOWV1)40 A113 VfriOUV1W0 90 9 WH h gflU500? NOIIVHISIO3H.1.083dn:- VVi HIIM 031:3 SONY_GM_02759133 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00246055 EFTA01330518 ATTACHMENT TO AIRCRAFT REGISTRATION APPLICATION 1.) 2.) 3.) 4.) 5.) 6.) 7.) 8.) 9.) 10.) 11.) 12.) 13.) 14.) 15.) Reg #: N787TA Address: Model: Raytheon Aircraft Company 460A SIN#: RK-260 Owning an undivided Name of Applicant: Interest of: Bergen Southwest Steel, Inc. 6.25% of 100% Shown on Original form hereto GrandlSakwa Transportation, LLC 6.25% of 100% Shown on Original form hereto Coronado & Associates, LLC 6.25% of 100% Shown on Original form hereto Kirk Air, LLC 6.25% of 100% Shown on Original form hereto Grand/Sakwa Transportation, LLC 6.25% of 100% Shown on Original form hereto Belford Management Services, LLC 6.25% of 100% Shown on Original form hereto J. Stark Thompson 6.25% of 100% Shown on Original form hereto John P. Hayes 6.25% of 100% Shown on Original form hereto Stephens Investment Management, LLC 6.25% of 100% Shown on Original form hereto Renegade Swish, LLC 6.25% of 100% Shown on Original form hereto Longley Supply Company 6.25% of 100% Shown on Original form hereto Palisades Capital, Ltd 6.25% of 100% Shown on Original form hereto Flight Options. LLC 18.75% of 100% Shown on Original form hereto Signatures: Title: Date: Assistant Secretary of Flight Options, LLC acting as Attorney-in•Fact for ant Secretary of Flight Options, LLC for #14 9-3-06 %-3.05 to hia By signing abovo, the appbcant agrees and stipulates (I) to the terms. conditions and certification of the AC Form 8050.1 Aircraft Registration Application, to which this page is attached (the 'Application"). (II) that as of the information set forth on the Appicabon is true and cameo 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 OdunterpadS Shall together constitute but one and the same application. CDNY_GM_02759134 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246056 EFTA01330519 VW0HtINO 1113 VHOUV1X0 90 8 lig h S00? tiS NOilingS1332113VV3dIV VV1 Hum gni SDNY_GM_02759135 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246057 EFTA01330520 FORM APPROVED OMB NO 2120.0042 UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE . Z 0 0 6 5 Li CONVEYANCE RECORD! 2005 PUG 11 All 11 li FEDERAL AVIATION ADMINISTRATION Do Not Write In This Block FOR FAA USE ONLY 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 N 787TA AIRCRAFT MANUFACTURER & MODEL • RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-260 DOES THIS i n DAY OF AUG., 2005 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE. AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: PURCHASER NAME AND ADDRESS (IF INDIVIDUAL (S). GIVE LAST NAME, FIRST NAME. AND MIDDLE INITIAL.) PALISADES CAPITAL, LTD. 6.25%0F 100% 26180 CURT1SS-wR IGI IT PARKWAY RICHMOND HEIGHTS, 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 f 1 DAY OF AUG, 2005. SELLER NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S tIN II I )CUTE OR ALL T SIGN. TITLE (TYPED OR PRINTED) FLIGHT OPTIONS, LLC ASSISTANT JAMES R. DA ERMAN 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 SCLIZA06) CV% S9Ez81O329) a SDNY_GM_02759136 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246058 EFTA01330521 VilOHY1NO ni0HV1)10 80 8 Wu h Ong SOO? el8 NOLLIIISIO3d li783101.1 VV2 HIIAI anu SDNY_GM_02759137 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246059 EFTA01330522 FORM APPROVED OMB NO. 2120.0042 La ta UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION . ADMINISTRATION AIRCRAFT BILL OF SALE ha ., 0 0 6 5 9 8 -,J MIME RESPROED . • llis 11 NI 11 10 EDERAL AVIATION ADMINISTRATION Do In Dm Block F Not Write OR FAA USE ONLY FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES- SON\ CRIBED AS FOLLOWS: . - UNITED STATES REGISTRATION 2005 NUMBER N 787TH AIRCRAFT MANUFACTURER & MODEL ? RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. • RIC-260 DOES THIS 1" DAY OF AUG., 2005 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: PURCHASER NAME AND ADDRESS (IF INDIVIDUAL (5). GIVE LAST NAME. FIRST NAME. AND MIDDLE IMTIAL.) 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 AUG., 2005. SELLER NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (8) (IN INI EXECUTED FOR CO.OWr P. ALL SIGN.) TITLE (TYPED OR PRINTED) BROOKVALE EXPRESS, ISTANT SECRETARY LLC JAMES R. DAUTERMAN OF FLIGHT OPTIONS LLC ACTING AS ATTORNEYIN-FACT FOR BROOKVALE EXPRESS, LLC ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT. . : I • ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition SDNY_GM_02759138 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 1O, 15, and 17 EF1'A_00246060 EFTA01330523 O40Hlibo VHOHnNO 80 s (du h 0ns soe NOI1PdISIO3ei livYodiv Vvi HIMt 0311d SDNY_GM_02759139 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246061 EFTA01330524 z 0 0 6 5 '1 7 FAA RELEASE CONVEYANCE RECORDED 20,0 9UG 1(1 ifirl 10 52 Raytheon Aircraft Credit Corporation (the ecure arty") as EDERAL AVIATIO secured party under the Security Agreement descnvorisMirmliNon 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. this ( ) day of , 2005. .1:2RECX)RDEDCONVEYARGE AMBER Cr) faCil -tea Raytheon Aircraft Credit Corporation By: C-2 7 " 444- Name: Brian Buns Title: Assistant Secretary 20640/ SDNY_Gh4_02759140 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246062 EFTA01330525 3Y' r4qHf.:,1 trii1,4%.13?% eve..a PHOHtquo /W vkio,tivi3/0 CC Ud 92 inr cant NOIIVW.LSI039 VY1 Kum 031id .LIVUO SDNY_Cat02759141 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246063 EFTA01330526 Exhibit A FAA Release Security Agreement Aircraft Inventory Security Agreement dated as of February 14, 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 February 14, 2005 but not yet recorded (collectively the "Security Agreement"). Aircraft One (1) Raytheon Aircraft Company aircraft model 400A bearing manufacturer's serial number RK-260 and U.S. Registration No. N787TA, together with the two (2) Pratt & Whitney Canada model JT15D-5 aircraft engines bearing manufacturer's serial numbers PCE-JA0287 and PCEJA0291 (collectively the "Aircraft"). 20640 SDNY_GM_02759142 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246064 EFTA01330527 L.A VIIONV1)10 All° MOHY1NO ££ Z lid 92 ine-sou HO NOIITHISIO3H lit/U3HIV HIIIA 03114 SDNY_GM 02759143 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246065 EFTA01330528 FAA RELEASE ' 0 0 6 4 3 7 CONVEYANCE RECORDED 2005 JUL 22 PP1 9 07 Raytheon Aircraft Credit Corporation (the "Secured Party"),.as i-L0LKAL AVIAllun secured party under the Security Agreement describedmatetiltfilied 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 thisao day of , 2005. "-a SLE fleCORDED CONYEYARCE 700Cor Raytheon Aircraft Credit Corporation By: Name: Andrew A. Mathews Title: President 20640/ SDNY_GM_02759144 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246066 EFTA01330529 • tei0H1/1)10 AIM VVIONV1)10 22 £ Wd h Alltil SOO? 80 tiOlin31810321 10838iv N114 HIM 03113 SDNY_GM_02759145 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246()67 EFTA01330530 Exhibit A FAA Release Security Agreement Aircraft Inventory Security Agreement dated as of January 18, 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 18, 2005 but not yet recorded (collectively the "Security Agreement"). Aircraft One (I) Raytheon Aircraft Company aircraft model 400A bearing manufacturer's serial number RK-260 and U.S. Registration No. N787TA _ _ , together with the two (2) Pratt & Whitney Canada model JTI5D-5 aircraft engines bearing manufacturer's serial numbers PCE-JA0287 and PCE-JA0291 (collectively the "Aircraft"). 20640 SDNY_GM_02759146 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246068 EFTA01330531 r VWONVIA0 MOWINO ZZ £ lid h Aim S00? U8 N0LLY819103U 1.O80814 VYd 111.1/4 03114 • • SDNY_GM_02759147 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246069 EFTA01330532 _ - U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION CROSS-REFERENCE—RECORDATION SEE CONVEYANCE NO FILING DATE: This Porn 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 cony ante and a c in each aircraft folder involved. TYPE OF CONVEYANCE Aircraft Inventory Security Agreement DATE EXECUTED 01/18)05 FROM Flight Options LLC DOCUMENT NO. %CC-.)(0S/2 4.3 TO OR ASSIGNED TO Raytheon Aircraft Credit Corp DATE RECORDED 7/ 22/ 2 CO5 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: AIRCRAFT (List by registration number) I TOTAI NI IMRFR INVOI %/En 4 N787TAV N792TA N689TA N462CW engine serial Its: PCE-JA0287 PCE-JA0291 PCE-1A0298 PCE-JA0299 PCE-1A0427 PCE-L404211 PCE-100300 PCE-100301 ENGINES I TOTAI • NI IMIWIt INVOI WO R MAKE(S) Pratt de Whitney Canada Ltd JTISD-5 SERIAL NO. See above list PROPELLERS I TOTALNIIMRFR DIVOT VF) 0 MAKE(S) SERIAL NO. SPARE PARTS -LOCATIONS I ROTA] NUMRFR INVOI VFO 0 LOCATION RECORDED CONVEYANCE FILED IN: NTSTTA, Raytheon Aircraft Company 400, serial RK-260 AC FORM 8050-23 0.90 (0052-00-5824000) SDNY_GM_02759148 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246070 EFTA01330533 • SONY GM 02759149 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246071 EFTA01330534 CERTIFOED COPY TO BE RECORDED BY FAA Z 0 0 6 4 2 3 To be utilized only for a financing under the Facility B Note of an undivided fractional interest in an aircraft (or a trade-in of a fractional interest of an aircraft). AIRCRAFT INVENTORY SECURITY AGREEMIM E VAN C E RECORDED THIS AIRCRAFT INVENTORY SECURITY AGREEMENT (this "Agreement") is entered into pursuant to the terms of that certain Amended and Restated Aircraft DealcaPla€ Flippicira SO Security Agreement, dated as of June 12, 2003 (the "Floor Plan"), by and DettvienRaytheon Aircraft Credit Corporation ("Lender"), as Lender, and Flight Options, LLC, ("Borrow ire EiR AprtAttAtTlt0“ describes collateral in which Borrower hereby grants Lender a security interest in coniffipfsviittimithps loans to Borrower under that certain Floor Plan. A copy of the Floor Plan is attach o:d hereto as Exhibit A. 1. Representations and Warranties of Borrower: In consideration of Lender malting the particular extension of credit to Borrower to be utilized by Borrower to purchase the Aircraft (or an interest therein) specifically described herein ("Extension of Credit"), Borrower, as of the date hereof, hereby reaffirms all of the representations and warranties of Borrower as set forth in the Floor Plan and further reaffirms all of the duties and obligations of Borrower with respect to the Inventory as set forth in the Floor Plan and acknowledges that all such duties and obligations shall apply to the Aircraft (as that term is described below) or interest therein. Borrower further acknowledges that if an Event of Default shall have occurred and be continuing for any reason whatsoever, Lender may exercise any and all of the remedies it may have under the Floor Plan or at law against Borrower or any collateral given as security under this Agreement or the Floor Plan (including, without limitation, the Aircraft). 2. Description of Extension of Credit. The parties agree and acknowledge that (i) this Extension of Credit is based on one hundred percent (100%) of the actual purchase price, as determined under Section 1(g) of the Floor Plan (including, without limitation, Section l(g)(iv) and Section 9(c) of the Floor Plan); (ii) the amount of the Extension of Credit, the initial interest rate applied to, and the maturity date relating to the Extension of Credit are set forth on Schedule A attached hereto and made a part hereof for all purposes; (iii) the payment terms related to the Extension of Credit are set forth on Schedule A attached hereto and made a part hereof for all purposes; (iv) the Extension of Credit is one of the Extensions of Credit as defined in the Floor Plan and one of the Notes (as defined therein and further identified on Schedule A) and governed thereby; and (v) the proceeds of the Extension of Credit will be used by Borrower for a Proper Purpose as defined in Section 2(d) of the Floor Plan. Interest on the Extension of Credit described herein is not waived on any Payment, unless specifically indicated on Schedule A attached hereto. 3. Grant of Security Interest: To secure Borrower's payment and performance of the Notes, all Extensions of Credit made under the Floor Plan and the Notes, all other advances, amounts, debts, liabilities and obligations owed by Borrower to Lender incurred directly or contingently, which arc presently existing or hereafter arising under the Floor Plan, the Notes, and any Security Agreement executed in connection therewith (including this Agreement), and all renewals, extensions, replacements, and modification of the Floor Plan, the Notes and any Security Agreement executed in connection therewith, Borrower hereby grants to Lender (subject to Permitted Liens) a first-priority security interest in and lien on the undivided interests in the respective Lien Interest Percentages shown in Schedule B for each aircraft in the following (the "Collateral): (i) all aircraft described in Schedule B including in (A) their airframes and all engines, propellers, and equipment attached to, installed on, or incorporated into such aircraft (collectively all of the foregoing in this clause (A), the "Equipment"), whether such Equipment is owned on the date of acquisition of the aircraft by Borrower or thereafter acquired by Borrower, and all substitutions, additions, replacements, and returns of the Equipment attached to, installed on, or incorporated into, such aircraft; (B) all parts, fittings, accessories, accessions,. avionics, component parts, instruments, attachments, auxiliary power units, furnishings and loose equipment attached to, installed on, or incorporated into such aircraft or the Equipment (collectively all of the foregoing in this clause (B), the "Parts"), whether such Parts are owned on the date of acquisition of the 65013 ISO"S, altio uvr rbcoo-s • 4-O6- w SDNY_GM_02759150 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246072 EFTA01330535 • • ViI0HVTA0 Alto anourno S2 £ bid gr Par sap 88 03114 NO110bISIOdli .1..1 38/ MAI v SDNY_GM_02759151 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246073 EFTA01330536 0 to al to aircraft by Borrower or thereafter acquired by Borrower, and all substitutions, additions, replacements, and returns of the Parts attached to, installed on, or incorporated into such aircraft or the Equipment; and (C) any and all manuals, logbooks, flight records, maintenance records, and other historical records or information of Borrower relating to the aircraft, the Equipment, or the Parts, whether owned on the date of acquisition of the aircraft by Borrower or thereafter acquired by Borrower (collectively all of the foregoing, the "Aircraft"), which Aircraft shall also include Parts and Equipment temporarily uninstalled from, de-installed from, or unattached to, the aircraft (or other Equipment), (Y) where such Parts and Equipment were previously attached to, installed on, or incorporated into, the aircraft (or other Equipment) or (Z) where such Pans and Equipment were purchased specifically for attachment on, installation in, or incorporation into, the aircraft and which Aircraft constitutes part of the Inventory (as defined in Floor Plan); (ii) All leases, accounts, contracts rights, chattel paper and rental instruments with respect to the Aircraft, now owned or hereafter existing in favor of, or acquired by, Borrower as to which the granting of a lien does not violate any agreement between Borrower and any parent, subsidiary, or Affiliate of Lender (other than Borrower) (collectively, all of the foregoing in which a lien is granted, the "Contracts"); (iii) All reserves or credits, however created, and any other property of, or belonging to, Borrower now or hereafter in the possession or control of Lender and all of Borrower's rights to any rebates, discounts, prepayments, credits, factory holdbacks and incentive payments which may become due to Borrower by any supplier, distributor or manufacturer of the Aircraft with respect to the Aircraft or any part thereof (collectively, "Credits"); (iv) and all cash, rents and non-cash proceeds of the above described Aircraft, Contracts or Credits, including but not limited to insurance payable by reason of loss or damage to any of the Aircraft. The security interest in the above-described Collateral is a purchase money security interest under the Uniform Commercial Code. The proceeds of the Extension of Credit will be used for a "Proper Purpose" as defined in Section 2 of the Floor Plan. 4. Power of Attorney: Borrower hereby authorizes Lender to file any and all financing statements necessary to perfect Lender's security interest in the Collateral. Borrower hereby appoints Lender as Borrower's Attorney-in-Fact to sign in Borrower's name and on Borrower's behalf all FAA bills of sale and registration documents and any and all other papers and documents necessary or appropriate to assist Lender in establishing and maintaining a valid security interest in the Collateral to the extent consistent with this Agreement and the Floor Plan, and to assure that the aircraft described above is titled, registered and the security interest perfected to Lender's reasonable satisfaction, and to do all other things and take all other actions reasonably necessary to give effect to such security interest. Borrower agrees to take all actions reasonably necessary to give effect to such security interest and to perfect it. 5. Remedies and Default: This Agreement is governed by the terms of the Floor Plan, including without limitation its remedial provisions and provisions relating to and describing Events of Default, and the terms and provisions of the Floor Plan are incorporated herein as if fully set forth herein. 6. Confirmation. The parties agree and acknowledge that although this Agreement differs (to account for multiple aircraft) from the form security agreement attached to the Floor Plan, it constitutes one of the Security Agreements contemplated under the Floor Plan and that it secures the Notes (as defined therein) and the Obligations (as defined therein). This Agreement is supplemental to and incorporates the terms of the Floor Plan, and is a Supplemental Aircraft Inventory Security Agreement as contemplated under the Floor Plan. 7. Counterpart: Terms. This Agreement may be executed by the parties hereto in 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. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Floor Plan. SDNY_GM_02759152 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246074 EFTA01330537 • SONY_GM_02759153 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246075 EFTA01330538 to Executed by the parties' duly authorized representative as of January a, 2005. RAYTHEON AIRCRAFT CREDIT CORPORATION By: (SI nature) Name: Andrew A. Mathews Title: President SDNY_GM_02759154 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246076 EFTA01330539 • • SDNY GM 02759155 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246077 EFTA01330540 N 0 0 vt LO Executed by the panics' duly authorized representative as of January". 2005. FLIGHT OPTIONS, LLC By:a JG #5 (Signature) Name: Mark Brody Title: CFO SDNY_GM_02759156 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246()78 EFTA01330541 SDNY_GM_02759157 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246079 EFTA01330542 to M SCHEDULE A ta TO THE Vt AIRCRAFT INVENTORY SECURITY AGREEMENT dated January 2005 1. The amount of the Extension of Credit, and the initial rate applied to, and the maturity date relating to. the Extension of Credit referenced in Section 2 of the Aircraft Inventory Security Agreement to which this Schedule A is attached are as follows: Amount of Extension of Credit: Initial Interest Rate: Maturity Date: Undivided Interest Percentage of the aircraft in which Lien is Granted: For each aircraft and its associated engines, that certain percentage listed on Schedule B attached hereto in connection with such aircraft and engines (the "Lien Interest Percentage") • • The undivided fractional interest represented by the Lien Interest Percentage represents the total undivided fractional interests in each Aircraft in which Lender has a security interest pursuant to the Floor Plan (giving effect to the release of any security interests and liens occurring on or before the date of this Aircraft Inventory Security Agreement as provided in the Floor Plan). 2. The parties agree and acknowledge that the Payment Date, Payment Periods, and Maturity Date relating to this Extension of Credit are as described in the Facility B Note unless the following box is marked with an "X" and the parties agree to the provision below: 3. The parties agree and acknowledge that one of the following provisions is part of the terms relating to the Extension of Credit referenced in Section 2 of the Aircraft Inventory Security Agreement to which this Schedule A is attached (indicated by a check. "X". or other mark in the boxJ: Neither accrual nor payment of interest on the Extension of Credit has been waived on any Payment Date or in any respect. Payment of interest on this Extension of Credit has been waived until the Payment Date at which time all interest theretofore accrued and unpaid on such Extension of Credit shall be paid by Borrower. Accrual and payment of interest on the Extension of Credit has been waived for the first months (the "Waiver Period"). Notwithstanding any provision in the Note to the contrary, interest shall begin to accrue immediately following the end of such Waiver Period. 4. If any part of the fractional interest represented by the Lien Interest Percentage referenced in paragraph I above has been Pre-Sold (in accordance with Section 9(c) of the Floor Plan), then the following additional information applies: Pre-Sold Fractional Interest(s) NA Undivided Fractional Interest Financed by Lender: NA (Lien Interest Percentage less Pre-Sold Fractional Interest(s) percentage immediately above) SDNY_GM_02759158 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246080 EFTA01330543 • • SDNY_GM_02759159 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246081 EFTA01330544 ra ra 01 01 SCHEDULES TO THE AIRCRAFT INVENTORY §ECURITY AGREEMENT dated January /3.2005 Thirty Seven and one-half percent (37.5%) undivided interest of Right Options, LLC in and to the following: one (1) Raytheon Aircraft Company model 400A aircraft bearing manufacturer's serial number RK-260 and United States Registration Number N7S7TA, together with two (2) Pratt & Whitney Canada, LTD. model JT15D-5 aircraft engines bearing manufacturer's serial numbers PCE-JA0287 and PCE-JA0291. • Twelve and one-half percent (12.5%) undivided interest of Flight Options, LLC in and to the following: one (I) Raytheon Aircraft Company model 400A aircraft bearing manufacturer's serial number RK-264 and United States Registration Number N792TA, together with two (2) Pratt & Whitney Canada, LTD. model JTI5D-5 aircraft engines bearing manufacturer's serial numbers PCE-JA0298 and PCE-JA0299. Twelve and one-half percent (12.5%) undivided interest of Flight Options, LLC in and to the following: one (I) Raytheon Aircraft Company model 400A aircraft bearing manufacturer's serial number RK-327 and United States Registration Number N689TA, together with two (2) Pratt & Whitney Canada, LTD. model JT1513-5 aircraft engines bearing manufacturer's serial numbers*PCE-JA0427 and PCE-JA0428. Twenty Five percent (25%) undivided interest of Flight Options, LLC in and to the following: one (1) Beech model 400A aircraft bearing manufacturer's serial number RIC-62 and United States Registration Number N462CW, together with two (2) Pratt & Whitney Canada, Ltd. model IT I5D-5 aircraft engines bearing manufacturer's serial numbers PCE- 100300 and PCE- I 00301. (each of the above described engines arc in excess of 750 rated takeoff shaft horsepower) 6 SDNY_GM_02759160 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246082 EFTA01330545 • • SDNY GM 02759161 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246083 EFTA01330546 • EXHIBIT A AMENDED AND RESTATED AIRCRAFT DEALER FLOOR PLAN FINANCING & SECURITY AGREEMENT This Amended and Restated Aircraft Dealer Floor Plan Financing & Security Agreement (this "Agreement") made lune 11. 2003 by and between Raytheon Aircraft Credit Corporation, a Kansas corporation, having its principal office at 10511 East Central, Wichita, Kansas 67206 ("Lender') and Flight Options, LLC, a Delaware limited liability company, having its principal place of business at 26180 Curtiss-Wright Pkwy., Richmond Heights, OH 44143 ("Borrower"). WHEREAS, Borrower engages in the business of buying, selling and generally dealing in aircraft and fractional interests therein (including without limitation, fixed wing, jet, and turbo prop aircraft and other types of related equipment), at retail or otherwise, and Borrower hereby requests Lender to make extensions of credit from time to time to enable Borrower to finance the acquisition and/or the ownership of such aircraft, fractional interests, and related equipment; WHEREAS, Lender is willing to make the extensions of credit, subject to the terms and conditions of this Agreement and the other Debt Documents (as defined below); WHEREAS, Borrower and Lender entered into that certain Aircraft Dealer Floor Plan Financing & Security Agreement dated as of February 7, 2003 (the "Original Agreement") and that certain Advancing Term Note, dated as of February 7, 2003, in the original principal amount shown on Schedule A attached hereto (the "Original Note"); WHEREAS, the Original Agreement and the Original Note were modified by that certain Modification of Note and Aircraft Dealer Floor Plan Financing & Security Agreement dated as of April 24, 2003 (the "First Modification"; the Original Note as so modified the "Initial Revolving Note"); WHEREAS, the Initial Revolving Note was amended and restated by the Amended and Restated Revolving Note, dated as of May 2, 2003, in the original principal amount shown on Schedule A attached hereto (the "Amended and Restated Note"), pursuant to the Modification No. 2 of Note and Aircraft Dealer Floor Plan Financing & Security Agreement, filed with the FAA. (as defined below) on May 2, 2003 (the "Second Modification"), by which the Original Agreement was also modified (the Original Agreement, as amended by the First Modification and as further amended by the Second Modification, the "Amended Agreement"); WHEREAS, in connection with the Original Agreement, the Amended Agreement, the Initial Revolving Note and/or the Amended and Restated Revolving Note, Borrower and Lender have previously entered into the security agreements described and defined on Appendix A attached hereto (collectively the "Prior Security Agreements"); WHEREAS, Borrower and Lender desire to amend and restate the provisions of the Amended Agreement in their entirety and to further amend and restate the provisions of such MA01:307449.40 I ca es 01 w SDNY_GM_02759162 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246084 EFTA01330547 • • I SDNY GM 02759163 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246085 EFTA01330548 a Amended and Restated Revolving Note in their entirety, to among other things, establish two revolving lines of credit; and WHEREAS, any indebtedness that was incurred undcr the Initial Revolving Note or such Amended and Restated Revolving Note for the purchase of aircraft and related equipment from Raytheon (as hereinafter defined) that is outstanding on the date hereof, will be deemed outstanding under the Revolving "A" Commitment (as hereinafter defined) and will be evidenced by the Facility A Note (as hereinafter defined), and any other indebtedness that was outstanding on the date hereof and that was incurred under the Initial Revolving Note or such Amended and Restated Revolving Note, including all indebtedness incurred for the purchase of fractional interests in aircraft and related equipment will be deemed outstanding under the Revolving "B" Commitment (as hereinafter defined) and will be evidenced by the Facility B Note (as hereinafter defined); NOW, THEREFORE, in consideration of mutual promises, and of the covenants and conditions of this Agreement, the parties, intending to be legally bound, hereto amend and restate the Amended Agreement and agree as follows: 1. Amounts and Terms of Extensions of Credit: (a) General. Borrower hereby requests Lender, and Lender hereby agrees pursuant to the terms and conditions hereof, to make loans, denominated in United States Dollars, to Borrower (each such loan, an "Extension of Credit", and all such loans collectively, the "Extensions of Credit") from time to time, the proceeds of which will be used by Borrower for Proper Purposes (as hereinafter defined). (b) Facility A Revolver. Lender agrees, on the terms and conditions hereinafter set forth, to make Extensions of Credit to Borrower from time to time on any Business Day during the period from, and including, the date hereof until, and including, May it 2006 (the "Final Funding Date"). The aggregate amount of outstanding Extensions of Credit under the Facility A Revolving Note shall not exceed at any time outstanding the amount listed on Schedule A (the "Revolving "A" Commitment"). Each Extension of Credit under the Revolving A Commitment (a "Facility A Extension of Credit') shall be in an amount as provided in Section 1(g) hereof. Within the limits of the Revolving A Commitment, Borrower may borrow, prepay pursuant to Sections 1(d) and 1(e) hereof, and reborrow under this Section 1(b). In any event, the revolving line of credit evidenced by the Facility A Note shall terminate and all outstanding Extensions of Credit made under the Facility A Note shall become due and payable including all accrued interest on June 'I, 2006 (the "Facility A Maturity Date"). (c) Facility B Revolver. Lender agrees, on the terms and conditions hereinafter set forth, to make additional Extensions of Credit to Borrower from time to time on any Business Day during the period from, and including, the date hereof until, and including, the Final Funding Date. The aggregate amount of outstanding Extensions of Credit shall not exceed at any time outstanding the amount listed on Schedule A (the "Revolving "B" Commitment"). Each Extension of Credit under the Revolving B Commitment (a "Facility B Extension of Credit") shall be in an amount as provided in Section 1(g) hereof. Within the limits of the Revolving B Commitment, Borrower may borrow, prepay pursuant to Section 1(d) and 1(e) hereof, and 2 AUSOI 307449.40 SDNY_GM_On591f74 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246086 EFTA01330549 • • SDNY_GM_02759165 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246087 EFTA01330550 reborrow under this Section 1(c). In any event, the revolving line of credit evidenced by the Facility B Note shall terminate and all outstanding Extensions of Credit made under the Facility B Note shall become due and payable including all accrued interest on lune 11 2006 (the "Facility B Maturity Date") (the Facility A Maturity Date and the Facility B Maturity Date are collectively referred to as.the "Facilities Maturity Date"). • • (d) Making the Extensions of Credit. Each Extension of Credit shall be made upon (i) written notice by Borrower to Lender or its designee (in the case of a Facility A Extension of Credit, the "Notice of Facility Borrowing" and in the case of a Facility B Extension of Credit, the "Notice of Facility B Borrowing"), given not later than 11:00 A.M. (Kansas time) at least five (5) Business Days prior to the proposed date for the advance of the Extension of Credit (the "Proposed Borrowing Date"); and (ii) receipt by Lender or its designee, at or before the Lender receives such Notice of Facility A Borrowing or Notice of Facility B Borrowing, as applicable, in form and substance satisfactory to Lender in its reasonable discretion, all documents, certificates, resolutions, opinions, subordination and other instruments ner.cs•ry to complete the financing of the aircraft or fractional interest therein including director's resolutions approving the Extension of Credit, closing certificates, pay proceeds letters, bills of sale, long form bills of sale, insurance certificates, registrations, title searches, curative title documents, opinions, amendments to such documents as required by a title lawyer but excluding such documents as would create a new source of credit support for the transactions such as a guaranty (collectively, the "Closing Documents"). Each Notice of Borrowing shall specify the amount of the proposed borrowing and the Proposed Borrowing Date and shall include an amount requested for the Outfitting Allowance (as that term is defined below), if applicable. Each Notice of Borrowing shall have attached thereto the documents and substantiation required under this Section 1(d) and Section 1(g) hereof. Upon fulfillment of the applicable conditions set forth in Section 4 hereof and herein and Lender's receipt and approval of all Closing Documents, which approval (or denial of approval) shall not be unreasonably delayed, Lender will make such Extension of Credit available to Borrower in same day funds three (3) Business Days later (hereinafter, the "Borrowing Date"). The aforementioned three (3) Business Days may be part of the five (5) Business Days required under clause (i) of this Section 1(d), provided that Borrower has submitted and Lender has approved all Closing Documents at least three (3) Business Days prior to the Proposed Borrowing Date, which, in such event, shall become the Borrowing Date. Borrower may give Lender telephonic notice by the required time of any proposed borrowing under this Section 1(d); provided that such telephonic notice shall be promptly confirmed in writing by delivery of a Notice of Borrowing to Lender. Each Notice of Borrowing shall specify that the proceeds will be used for a proper purpose under this Section 1(d). A proper purpose for the use of the proceeds of a Facility A Extension of Credit is the purchase of aircraft and related equipment, whether new or used, by Borrower from Lender or any parent, subsidiary or Affiliate of Lender (other than Borrower) (herein referred to as "Raytheon"). A proper purpose for the use of the proceeds of a Facility B Extension of Credit includes the following: (i) the purchase of aircraft and related equipment, whether new or used, by Borrower from panics other than Raytheon; (ii) the financing of existing aircraft and related equipment or fractional interests in aircraft owned by Borrower; or (iii) the repurchase of fractional interests in, or the financing of such repurchases in connection with a trade-in of, aircraft and related equipment from customers of Borrower's aircraft fractional ownership and management business (singly, a "Customer"; collectively, the AUSO 007449.40 3 SDNY_GM_02759166 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246088 EFTA01330551 • • SONYGM02759167 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246089 EFTA01330552 NULCilt,1 • "Customers"). In all cases, for a use of proceeds of an Extension of Credit to be deemed to be a use for a proper purpose, the aircraft (or fractional interest therein) that is purchased, financed or repurchased with such proceeds shall be aircraft of a size and type that falls within the business plan adopted by the Board of Directors of Borrower, as amended from time to time provided however that amendments to the business plan shall only be effective to amend the business plan for purposes of this subsection if such amendments are made while Raytheon has a majority representation on the Board of Directors of Borrower. The term "Proper Purpose" shall hereafter mean any proper purpose described in this Section 1(d). (e) payment by Lender. In accordance with the provision of Section 1 hereof and on or after any Borrowing Date and Lender's approval of the Closing Documents relating to an Extension of Credit, Lender is hereby authorized and directed to pay on Borrower's behalf, the amount of any invoice for any items of Collateral (as that term is defined below) submitted to Lender by Borrower upon receipt by Lender of such invoice and other instruments required by Lender to evidence the Extensions of Credit and the Collateral securing such Extensions of Credit. LENDER, TN ITS REASONABLE JUDGMENT, SHALL (WITHOUT PREJUDICE TO BORROWER'S RIGHTS AGAINST ANY OTHER PARTIES) DETERMINE THE ELIGIBILITY OF ANY SUCH INVOICES FOR ADVANCES UNDER THIS AGREEMENT (SUCH AS WHETHER THE INVOICE SUPPORTS AN ADVANCE FOR A PROPER PURPOSE OR MEETS OTHER SUCH REQUIREMENTS OF THIS AGREEMENT), AND SHALL BE ENTITLED TO ASSUME THAT ALL SUCH INVOICES ARE GENUINE AND CORRECT AND THAT ALL INVENTORY HAS BEEN DELIVERED TO BORROWER IN SATISFACTORY CONDITION AND HAS BEEN UNCONDITIONALLY AND IRREVOCABLY ACCEPTED BY BORROWER. Payments, when so made by Lender for an item of Borrower's Inventory (as hereinafter defined), shall be deemed to be a Facility A Extension of Credit, if such item is to be purchased with the proceeds of a Facility A Extension of Credit, or a Facility B Extension of Credit, if such item is to be purchased with the proceeds of a Facility B Extension of Credit, and shall in any event become due and payable by Borrower pursuant to the terms of this Agreement. (f) )Dotes. To evidence the Facility A Extensions of Credit, Borrower shall execute and deliver to Lender that certain Amended and Restated Revolving Note in the original principal amount shown on Schedule A attached hereto (the "Facility A Note", and a "Note") which Facility A Note shall be in the form of Exhibit A hereto. To evidence the Facility B Extensions of Credit, Borrower shall execute and deliver to Lender that certain Amended and Restated Revolving Note in the original principal amount shown on Schedule A attached hereto (the "Facility B Note," and a "Note," and together with the Facility A Note, the "Notes"), which Facility B Note shall be in the form of Edchibit B hereto. All Facility A Extensions of Credit made hereunder shall be evidenced by the Facility A Note and shall be repaid in accordance with such Note and this Agreement. All Facility B Extensions of Credit made hereunder shall be evidenced by the Facility B Note and shall be repaid in accordance with such Note and this Agreement. Concurrently with Borrower's execution and delivery of the Facility B Note, Lender will mark "Amended and Restated," the Initial Revolving Note and any Extensions of Credit already made under the Advancing Tarn Note or the Initial Revolving Note, will be governed by and reduce the amount available under the Facility A Note or Facility B Note, as applicable. Borrower acknowledges that $8,125,000 is outstanding as of May 27, 2003 under the Facility A Note and that such outstanding amount shall be governed by the terms AUS01:301449.40 4 SDNY_GM_02759168 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246090 EFTA01330553 • • SDNY_GM_02759169 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246091 EFTA01330554 of this Agreement, but that interest shall not begin to accrue as to such $8,125,000 in outstanding principal until the expiration of the Waiver Period (as defined in two Aircraft Inventory Security Agreements, each dated April 8, 2003, one relating to an Extension of Credit in the original principal amount of $5,000,000, the other relating to an Extension of Credit in the original principal amount of $4,062,500), and the Borrowing Date shall be the date that the Extensions of Credit were initially advanced under the Original Agreement or the Amended Agreement (as modified), as applicable. Borrower acknowledges that $4,305,843.53 is outstanding as of May 27, 2003 under the Facility B Note and that such amount outstanding shall be governed by the terms of this Agreement but that the Borrowing Date shall be the date that the Extension of Credit was initially advanced under the Amended Agreement as modified. (g) Amount of Extension of Credit. The amount of any Extension of Credit shall be equal to one hundred percent (100%) of the actual purchase price (subject to Section 1(g)(iv) below and to Section 9(c) hereof), excluding Taxes (as defined below) and other governmental fees, of the aircraft and related equipment being acquired or of the existing aircraft and related equipment being financed by Borrower or of the fractional interest in an existing aircraft being repurchased by Borrower from Customers, plus, in the case of a used aircraft and related equipment of which Borrower will, after giving effect to the application of the proceeds of such Extension of Credit, own one hundred (100%) of the fractional interests therein, the amount of the Outfitting Allowance (as hereafter defined) in the portions and on the dates provided below. The Outfitting Allowance for each aircraft model type is subject to a maximum amount, as shown in Schedule B attached hereto (the "Maximum Outfitting Allowance"). (i) The term "Outfitting Allowance" for any such used aircraft shall mean the amount equal to the lesser of (i) the Procurement Costs in connection with the outfitting of such aircraft as set forth in the Procurement Budget (as hereinafter defined) for such aircraft and (ii) the Maximum Outfitting Allowance for that aircraft model type. The term "Procurement Costs" shall mean capital expenditures made or expenses incurred in connection with labor, materials, equipment, and services provided by Persons other than Borrower or Affiliates of Borrower (other than Raytheon) in arm's length transactions excluding labor, overhead expenses, and inspection expenses of Borrower and Borrower's Affiliates (other than Raytheon), Taxes and other governmental fees. The term "Procurement Costs" may also include any initial cost to enroll in an engine maintenance program ("Engine Maintenance Cost") in connection with the engines for a used aircraft being financed hereunder but shall not include any monthly charges associated with such engine maintenance program. For any Engine Maintenance Cost to be acceptable as a Procurement Cost, (i) the provider of the engine maintenance program must be reasonably acceptable to Lender and Lender hereby confirms that Honeywell and Williams-Rolls are acceptable providers; (ii) Borrower shall supply Lender with (A) evidence of enrollment in the program, and (B) with evidence of payment of the initial cost of such program to such provider, or with evidence that all conditions precedent to enrollment have been met except for payment of the initial cost for enrollment and showing the amount of the initial cost for enrollment; and (iii) Borrower shall supply Lender with a copy of the engine maintenance contract signed by all necessary parties thereto, which shall evidence a program whose benefits will inure (if the contract itself cannot be transferred) to the benefit of a new owner of the engines. In the event Borrower requests an Outfitting Allowance that exceeds the Maximum 5 AUS01907449.<0 SDNY_GM_027591 70 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246092 EFTA01330555 • • SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, SONYGM02759171 15, and EFTA_00246093 17 1 EFTA01330556 4121 44 44 ‘,3 Outfitting Allowance, Lender, at its sole discretion and option, may increase the applicable Maximum Amount. (ii) With regard to an Extension of Credit relating to a used aircraft to be outfitted by Persons that are not Borrower or Affiliates of Borrower (other than Raytheon) as to which the Outfitting Allowance is less than or equal to $300,000, Lender agrees to advance the full amount of the Outfitting Allowance on the Borrowing Date for such Extension of Credit, upon receipt of a budget prepared by Borrower in good faith based upon written estimates received from third parties ("Substantiation"), setting forth such written estimates received from third parties that itemize in reasonable detail, the Procurement Costs in connection with the proposed outfitting of such used aircraft (the "Procurement Budget"). Upon completion of the outfitting of such used aircraft, Borrower shall provide Lender with a certificate of final completion in the form and substance of Exhibit C attached hereto (a "Certificate of Final Completion") and copies of the invoice or invoices, or other statements substantiating the actual Procurement Costs incurred by Borrower in connection with such outfitting. If the portion of the Extension of Credit attributable to the Outfitting Allowance made on the Borrowing Date exceeds the actual substantiated costs of the outfitting by more than 530,000, Borrower agrees to make a prepayment to Lender in the amount of any such excess. (iii) With regard to an Extension of Credit relating to a used aircraft to be outfitted by Persons that are not Borrower or Affiliates of Borrower (other than Raytheon) as to which the Outfitting Allowance exceeds $300,000, Lender agrees to advance, upon receipt of a Procurement Budget and Substantiation, (A) the greater of $300,000 and 50% of the Outfitting Allowance on the Borrowing Date for such Extension of Credit; and (B) the balance of the Outfitting Allowance upon completion of the outfitting of such used aircraft and the delivery to Lender by Borrower of a Certificate of Final Completion and copies of the invoice or invoices, or other statements substantiating the actual Procurement Costs incurred by Borrower in connection with such outfitting. (iv) Lender shall at all reasonable times have the right to inspect any aircraft as to which Lender has made an Extension of Credit to Borrower, including any aircraft as to which an Extension of Credit is made attributable to an Outfitting Allowance. Notwithstanding any of the foregoing, Lender shall have the right to determine whether to advance 100% of the actual purchase price of any aircraft (and related equipment) or fractional interest being acquired or repurchased by Borrower or a lesser amount based upon the high wholesale marketable price of such aircraft (and related equipment) or fractional interest being acquired as set forth in the then current Aircraft Blue Book Price Digest published by PRIMEDIA Business Magazines and Media or any other source mutually agreed upon between Borrower and Lender (the "High Wholesale Marketable Price"). In any event, the amount of the purchase price (A) shall reflect solely the consideration paid for the aircraft and related equipment being advanced and shall not include consideration for any side agreement, whether an increase in the purchase price in exchange for air time or other benefit; and (B) shall not exceed the sales price for the entire aircraft derived by (i) using the price at which Borrower has generally offered for sale, has generally pre-sold, or is generally offering or selling fractional interests in the 6 AUSOI :307449.40 SDNY_GM_02759172 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246094 EFTA01330557 • • SDNY GM 02759173 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246095 EFTA01330558 e.tst-Gati, aircraft being financed and (ii) assuming that 100% of the fractional interests in the aircraft will be sold at such price (or, in the case of a fractional interest being financed hereunder, using the price at which Borrower has offered for sale, has pre-sold, or is offering or selling such fractional interest); and Borrower agrees to provide Lender with a price list showing the sales price of all aircraft offered. Unless Borrower has provided written notice to tender of a bona fide dispute regarding any invoice, Lender shall have the right to pay any Procurement Costs directly to any third party supplier, provider, or outfitter of any such aircraft as to any invoice submitted to Lender by Borrower and any such payments shall be Extensions of Credit hereunder and deemed to be part of the Outfitting Allowance for such aircraft. Lender shall not be required to make any Extension of Credit for any Outfitting Allowance for any new aircraft or any aircraft (or fractional interest in an aircraft) repurchased by Borrower from its Customers. 2. Payments: (a) pavrnent Date. "Payment Period" shall mean, with respect to any Extension of Credit, (i) initially the period from the date that such Extension of Credit is made through to and including the same day of the month that is three months subsequent to such beginning date, and (ii) thereafter, each successive period of three calendar months (each a calendar quarter) shall commence on the day of the then expiring Payment Period. The last day of each Payment Period shall be the "Payment Date". The first Payment Period will commence on the date of funding and each subsequent Payment Period will commence thereafter, as described above, except that: (a) if there is no such numerically corresponding day in that month, it will commence on the last day of that month; (b) if a Payment Period would otherwise overrun the Maturity Date (as defined below), it will end on the Maturity Date; and (c) if a Payment Period would otherwise begin on a non•Business Day, the preceding Payment Period shall be shortened so that the next Payment Period commences on the Business Day prior to the date on which that Payment Period would otherwise have commenced. All payments by Borrower under this Agreement shall be made on the Payment Date no later than close of business New York time in U.S. Dollars in immediately available cleared funds by wire transfer in accordance with the wire transfer instructions shown on Schedule A attached hereto, to Fleet Bank, or to such other account or bank as may from time to time be designated by Lender. (b) Maturity Date. The Maturity Date with respect to any Extension of Credit, shall be the earliest of (i) the fifth (5th) Payment Date for such Extension of Credit; (ii) the date upon which one or more of the Notes is accelerated; (iii) the Facilities Maturity Date; or (iv) such other payment date as provided in the Security Agreement relating to such Extension of Credit (the earliest of (i)-(iv), the "Maturity Date"). All outstanding principal and accrued interest on any Extension of Credit shall be due and payable on the Maturity Date related to such Extension of Credit. (c) Repayment; Interest. Subject to the other terms and conditions hereof, Borrower shall repay, and does hereby promise to pay to the order of Lender, all Extensions of Credit, together with interest thereon, in accordance with the terms set forth in this Agreement, the Note, and any Debt Document (as hereinafter defined). Interest shall accrue on the unpaid principal balance of any Extension of Credit, outstanding from time to time, from the date of disbursement by Lender and shall be computed as simple interest on the basis of the actual days elapsed and on 7 AM:W.10744So 40 SDNY_GM_02759174 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246096 EFTA01330559 • SDNY_GM_02759175 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246097 EFTA01330560 • • the basis of a 30-day month and a 360-day year (excluding the date of payment.) Except as otherwise provided herein, interest shall accrue on each Extension of Credit at the Applicable Wholesale Rate as set forth on Scheduleli attached hereto. The initial Applicable Wholesale Rate for each Extension of Credit will be that rate as set forth in Schedule A to the Security Agreement executed and delivered as a condition to obtaining such Extension of Credit and is the interest rate applicable to the initial period. Borrower shall pay, without duplication, accrued interest quarterly in arrears on each Payment Date; provided however that any accrued but unpaid interest, together with all other accrued and unpaid charges and amounts owing hereunder and under the Note relating to such Extension of Credit, shall be payable on the Maturity Date applicable to such Extension of Credit. The Lender, at its sole discretion, may waive in writing the payment of accrued interest for a time period indicated by Lender in writing. Notwithstanding anything contained herein to the contrary, interest shall not accrue on any part of an Extension of Credit that is attributable to an Outfitting Allowance where such portion attributable to the Outfitting Allowance has not been advanced to Borrower by reason of Section 1(g)(iii) hereof, until such time as such portion has been advanced to Borrower, pursuant to Section l(gXiii)hereof, at which time interest shall accrue on the unpaid principal balance of such portion outstanding from time to time and be payable quarterly in arrears on any subsequent Payment Date. Nothing herein to the contrary withstanding, if and while any payment with respect to an Extension of Credit is overdue by more than ten (10) days, interest shall accrue on the entire principal of such Extension of Credit at the lesser of (i) the Applicable Wholesale Rate plus three percent (3%) per annum or (ii) the Maximum Rate (the "Default Rate"). All payments of principal and interest on any Extension of Credit shall be due and payable in lawful money of the United States. The acceptance by Lender of any payment which is less than payment in full of all amounts due and owing at such time shall not constitute a waiver of Lender's right to receive payment in fa at such time or at any prior or subsequent time. (d) ,Principal Payments. In the event Borrower shall sell an aircraft financed hereunder or a fractional interest in any such aircraft or otherwise financed hereunder, Borrower agrees that it shall, contemporaneously with the sale of such aircraft or fractional interest, repay all (or in the case of a fractional interest, a pro rata percentage) of the original principal balance of the Extension of Credit related to such aircraft in accordance with Sections 2(g) and 9 hereof (the "Principal Reduction Payments"). Principal in the amount of five percent (5%) of the original principal balance of any Extension of Credit shall be payable on the second (2nd) Payment Date with respect thereto and principal in the amount of an additional five percent (5%) of the original principal balance of any Extension of Credit shall be payable on the fourth (4th) Payment Date with respect thereto (collectively, the "Principal Payments") or on other such Payment Date as provided in the Security Agreement relating to such Extension of Credit. Any Principal Reduction Payments shall be credited against Principal Payments due or to become due so that on the date any Principal Payment is due, Borrower shall be required to pay only an amount that, when added to the aggregate of all Principal Reduction Payments, Principal Payments and prepayments previously made by Borrower, would result in an aggregate reduction of five percent (5%) or ten percent (10%), as applicable,.of outstanding principal of the related Extension of Credit, as applicable. The outstanding principal balance of any funds advanced to Borrower upon completion of the related outfitting, which funds constitute Ran of an Extension of Credit attributable to an Outfitting Allowance, shall be due and payable, together with accrued interest to the extent not previously paid, on the Maturity Date related to the Extension of Credit made with respect to the aircraft for which such Outfitting Allowance was ALISO 1:107449.40 8 SDNY_GM_02759176 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246098 EFTA01330561 • 0 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, SDNYGM02759177 15, and EFTA_00246099 17 I EFTA01330562 • granted. Principal Payments will be made in accordance with the wire instructions provided by the Lender upon making the Extension of Credit as amended from time to time. (e) Optional Prepayment. As long as no Event of Default has occurred and is continuing and no event which, with the passage of time or the giving of notice or both, would result in an Event of Default, has occurred and is continuing, Borrower shall have the right to prepay any Extension of Credit in full or in part without premium or penalty on any Business Day. Prepayments received will be credited first against accrued interest past-due or then due and payable in accordance with Section 2(c) of this Agreement as to any and all Extensions of Credit, and second shall be applied to any outstanding principal, past-due or then due and payable as to any Extensions of Credit, and third shall be applied to the scheduled Principal Payments of any Extension of Credit as directed by Borrower, provided however that Borrower may make no more than three (3) optional prepayments in any calendar year, exclusive of: (i) any prepayments equal to or greater than $250,000; (ii) any prepayments that are a payment in full of any Extension of Credit; and (iii) any prepayments made pursuant Jo Section 8. Each prepayment shall be applied to one particular Extension of Credit selected by the Borrower, and to such Principal Payments thereof as are selected by the Borrower. Borrower shall also have the right to prepay, whenever an Event of Default occurs and is continuing, or an event, which, with the passage of time or the giving of notice or both, would result in an Event of Default, occurs and is continuing, all Obligations hereunder, including without limitation, all Extensions of Credit outstanding hereunder, without premium or penalty on any Business Day. Such prepayment will be credited kis against accrued interest and second against principal and third against any other Obligations as defined herein. In the event Borrower intends to prepay its Obligations as provided in this Section 2(e), Borrower shall provide notice of such intent to Lender and the Business Day in which Borrower intends to make such prepayment sufficiently in advance of the prepayment so that Lender will have the time to provide the certificate and the reasonable time to Borrower required under the following sentence. Lender shall have the right to refuse such prepayment if such prepayment fails to pay all Obligations as defined herein in full, provided that Lender has first delivered a certificate setting forth the Obligations of Borrower as of that Business Day with reasonable time for Borrower to act thereon. If the prepayment of all of the Obligations occurs on a Business Day on which an Event of Default exists and is continuing, or at such time as an event exists, which, with the passage of time or the giving of notice or both, would result in an Event of Default, Lender shall, notwithstanding such prepayment in full have the right to terminate all commitments hereunder and refuse to make any additional Extensions of Credit hereunder. (f) Mandatory Prepayment: Continuation of Loss. The Extension of Credit used to finance an existing aircraft, a fractional interest in an existing aircraft or to purchase of an aircraft or a fractional interest in an aircraft wherein such aircraft or fractional interest therein serves as Collateral for any Extension of Credit shall be prepaid upon an Event of Loss with respect to such aircraft (or an aircraft of which an interest being financed hereunder is a part) that has occurred and shall have continued for ninety (90) consecutive days. The term "Event of Loss" in this subparagraph (f) shall mean with respect to an aircraft or in which a fractional interest thereof serves as Collateral for an Extension of Credit hereunder, the theft, disappearance, confiscation, sequestering, seizure, destruction or damage beyond repair of any such aircraft (and related equipment) or the rendition of such aircraft permanently unfit for its originally intended use. An Event of Loss with respect to an aircraft that serves, or in which a AUS01:307449.40 9 SDNY_GM_02759178 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 00246100 EFTA01330563 SDNYGM02759179 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246101 EFTA01330564 • fractional interest serves, as Collateral for an Extension of Credit shall be deemed to continue until, and only until, the date that such aircraft if prior to the date on which prepayment is due, is recovered. (g) Mandatory Prepayments: Sale of Aircraft or Fractional Interest. The Extension of Credit used to finance an existing aircraft or a fractional interest in an existing aircraft that serves as Collateral for such Extension of Credit or to finance the purchase of an aircraft or a fractional interest in an aircraft that serves as Collateral for such Extension of Credit shall be prepaid as provided in Section 9(b) if such aircraft or fractional interest, as the case may be, is sold. (h) Unconditional Obligation. Borrower's obligation to pay Lender the entire amount of each Extension of Credit, together with any and all interest thereon, shall be absolute and unconditional and shall not be subject to any offset, recoupment or other reductions. All payments by Borrower shall be in immediately available funds in U.S. Dollars, and shall be applied first to interest and then to principal. 3. Collateral: (a) General. Each Security Agreement and lien granted thereunder, shall secure the payment and performance of the Notes, all Extensions of Credit made hereunder and thereunder, and all other advances, amounts, debts, liabilities and obligations owed by Borrower to Lender, incurred directly or contingently, which are presently existing or hereafter arising whether under this Agreement, the Notes, and any Security Agreement executed in connection herewith, and any renewals, extensions, replacements, and modifications of this Agreement, the Notes and any Security Agreement executed in connection therewith (all of the foregoing collectively, the "Obligations"). Payment of the Obligations shall be (subject to the Permitted Liens and Section 3(b) and the last sentence of Section 6(f) hereof), secured by, a perfected, first-priority collateral assignment of and security interest to and for the benefit of Lender in the following (the "Collateral"): (i) All inventory which is at the time financed by Lender consisting of all the aircraft (as defined hereafter) or fractional interests therein, engines and other property described in any Supplemental Aircraft Inventory Security Agreement executed in connection with this Agreement and recorded with the FAA, and related trade-ins at the time financed by Lender and described in any Supplemental Aircraft Inventory Security Agreement executed in connection with this Agreement and recorded with the FAA, which aircraft (as defined hereafter), engines, other property and trade-ins are now or hereafter owned or in the possession, custody or control of Borrower, wherever located (collectively, the "Inventory"); (ii) All leases, accounts, contracts rights, chattel paper and rental instruments with respect to the Inventory, now owned or hereafter existing in favor of, or acquired by, Borrower as to which the granting of a lien does not violate any agreement between Borrower and any parent, subsidiary, or Affiliate of Lender (other than Borrower) (collectively, all of the foregoing in which a lien is granted, the "Contracts"); (iii) All reserves or credits, however created, and airy other property of, or belonging to, Borrower now or hereafter in the possession or control of Lender and all of Borrower's rights to any rebates, discounts, prepayments, credits, factory holdbacks and incentive payments which may become due to Borrower by any supplier, distributor or manufacturer of Inventory with respect to any of AUS01307149.40 10 a SDNY_GM_02759180 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246 I02 EFTA01330565 • SONY_GM_02759181 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246103 EFTA01330566 • a '4 the Inventory (collectively, "Credits"); (iv) and all cash, rents and non-cash proceeds of the above described Inventory, Contracts or Credits, including but not limited to insurance payable by reason of loss or damage to any of the Inventory. The term "aircraft" as used throughout this Agreement, in any financing statement and security agreement relating hereto, and in the definition of Inventory shall include with respect to any aircraft (i) the airframe and all engines, propellers, and equipment attached to, installed on, or incorporated into such aircraft (collectively, all of the foregoing in this clause (i), the "Equipment"), whether such Equipment is owned on the date of acquisition of the aircraft by Borrower or thereafter acquired by Borrower, and all substitutions, additions, replacements, and returns of the Equipment attached to, installed on, or incorporated into, such aircraft; (ii) all parts, fittings, accessories, accessions, avionics, component parts, instruments, attachments, auxiliary power units; furnishings and loose equipment attached to, installed on, or incorporated into such aircraft or the Equipment (collectively all of the foregoing in this clause (ii), the "Parts"), whether such Parts are owned on the date of acquisition of the aircraft by Borrower or thereafter acquired by Borrower, and all substitutions, additions, replacements, and returns of the Parts attached to, installed on, or incorporated into such aircraft or the Equipment; and (iii) any and all manuals, logbooks, flight records, maintenance records, and other historical records or information of Borrower relating to the aircraft, the Equipment, or the Parts, whether owned on the date of acquisition of the aircraft by Borrower or thereafter acquired by Borrower. The term "aircraft" shall also include Parts and Equipment temporarily uninstalled from, dc-installed from, or unattached to, the aircraft (or other Equipment), (i) where such Parts and Equipment were previously attached to, installed on, or incorporated into, the aircraft (or other Equipment), or (ii) where such Parts and Equipment were purchased specifically for attachment on, installation in, or incorporation into, the aircraft. (b) Release of Collateral. • Lender agrees to release its security interests and liens in and to the particular Aircraft or fractional interest or other property described in any Prior Security Agreement or any Supplemental Aircraft Inventory Security Agreement upon payment in full of the Extension of Credit made to purchase such Aircraft or fractional interest or other property; provided however, that as to its security interests and liens in fractional interests, Lender shall only be required to release its security interest and liens in undivided interests in amounts of 3.125% or greater percentages that are derived by multiplying 3.125% by .a whole number (upon payment). In furtherance of the foregoing, whenever Lender is obligated to release any security interest in or lien in, to, or on any property pursuant to this Agreement, Lender will make all necessary recordings and filings (including, without limitation, releases in the FAA registry as to each conveyance by Borrower in favor of Lender creating such security interest or lien in such property and the release of any security interest or lien granted in the Original Agreement or the Amended Agreement in such property (but not in any other property in which a security interest or lien was granted pursuant to the Original Agreement or the Amended Agreement to the extent that Lender is not required, pursuant to this Agreement, to release its security interest or lien in such other property) and amendments of each UCC financing statement indicating such property as collateral relating to such security interest or lien and naming Lender as secured party and Borrower as debtor), each in form and substance reasonably satisfactory to Borrower, necessary to assure that such property is free and clear of any interest granted by Borrower in favor of Lender. Lender hereby agrees to make and do such acts and things as Borrower may from time to time reasonably request for the better evidencing, confirmation, and validation of any Lender's release that is required by this Agreement, of any security interest or lien granted by Borrower in favor of Lender. Without limiting the generality of the foregoing, in each case in AUS01:307.49A0 I SDNY_GM_02759182 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246104 EFTA01330567 • • SDNYGMJ32759183 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246 I 05 EFTA01330568 which Lender shall have released, pursuant to this Agreement, its security interest in and lien in, to, or on any aircraft (or fractional interest therein) or other property, Lender will, upon Borrower's request, execute and deliver to any prospective buyer or prospective insurer of the title of such aircraft (or fractional interest therein) or other property, a written acknowledgment and confirmation (in form and substance reasonably satisfactory to Borrower) that Lender has released its security interest in and lien in, to, and on such aircraft (or fractional interest therein) and such other property. Lender agrees that, after Borrower has paid all Extensions of Credit used to finance aircraft (or fractional interests therein) described in any of the Prior Security Agreements, Lender shall release all security interests and liens created pursuant to the Original Agreement and the Amended Agreement. Lender's obligations under this Section 3(b) shall survive the payment in full of all Extensions of Credit and the expiration or termination of the Revolving "A" Commitment, the Revolving "B" Commitment, and any or all of this Agreement and the Closing Documents in whole or in part. • (c) Confirmation of Prior Liens. Borrower hereby agrees and confirms that the liens and security interests granted under Prior Security Agreements, the Amended Agreement, and the Original Agreement (but as regards the Original Agreement and the Amended Agreement only insofar as the Collateral described therein relates to an aircraft (or fractional interest therein) that is the subject of a Prior Security Agreement) remain in full force and effect (except to the extent previously released in accordance with Section 3(b) of this Agreement or otherwise as contemplated in the last sentence of Section 6(f) of this Agreement) and secure and shall continue to secure the Obligations hereunder (to the extent not theretofore paid), notwithstanding . anything to the contrary contained in such Original Agreement, Amended Agreement or Aircraft Inventory Security Agreements. Nothing herein shall impair such liens and security interests. The term "Inventory Agreement" as defined in any Prior Security Agreement is hereby amended to mean, and to refer to, this Agreement, and any terms and provisions of the Inventory Agreement (as defined in the Prior Security Agreements) incorporated into the Prior Security Agreements are hereby deleted in their entirety and replaced with the terms and provisions of this Agreement. Lender hereby confirms and agrees that, as of the date of this Agreement, except for the security interests and liens in the Collateral described in the Prior Security Agreements, the Original Agreement, and the Amended Agreement (to the extent aforesaid in the first sentence of this Section 3(c)), Lender has no other security interest or other lien created by Borrower securing the Obligations under this Agreement. 4. Conditions to Extensions of Credit: The obligation of Lender to make any Extension of Credit under this Agreement shall be subject to all of the following conditions precedent: (a) Executed Notes. Borrower shall have duly executed and delivered to Lender the Facility A Note in the form of Exhibit A and the Facility B Note in the form of Exhibit B. (b) Effective Agreement. At the time of such Extension of Credit, this Agreement is in full force and effect and has not been terminated for any reason whatsoever. (c) Allowable Amount. The principal amount of such Extension of Credit does not exceed the amount of the Note evidencing such Extension of Credit, when added to the unpaid AI/50007449.40 12 SDNY_GM_02759184 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246106 EFTA01330569 I 0 SDNY_GM_02759185 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246 I 07 EFTA01330570 a 'a a a principal balance, as of the Borrowing Date for such Extension of Credit, of all other Extensions of Credit evidenced by such Note. (d) Proper Purpose. Such Extension of Credit shall be solely for a Proper Purpose or, if for any other purpose, such other purpose shall have been approved in writing by Lender in its sole discretion. (e) Down Payment. Borrower has paid-in-MI the amount of any down payment that may be required by Lender in connection with such Extension of Credit. Such down payment shall not exceed the amount that is the difference between the contract purchase price of the aircraft (or fractional interest therein) being financed by such Extension of Credit and the High Wholesale Marketable Price of such aircraft or fractional interest thereof. • • (f) Default. At the time of such Extension of Credit, there shall be no Event of Default (as defined herein below) or event which with notice and/or lapse of time would constitute an Event of Default. (g) Representations and Warranties. At the time of such Extension of Credit, all representations and warranties of Borrower contained in this Agreement shall be true and correct in all material respects. (h) Material Adverse Change. There has not been, as determined in the reasonable judgment of Lender, any material adverse change in the financial or operating condition of or any impairment in the prospect of payment or performance by Borrower of the obligations of this Agreement, the Notes, all Supplemental Aircraft Inventory Security Agreements executed in connection herewith, and all other related agreements, documents, instruments or schedules (all of the foregoing being hereinafter collectively referred to as "Debt Documents") or any impairment. (i) Security Agreement. Lender shall have received a completed Supplemental Aircraft inventory Security Agreement appropriate to the transaction in the form of Exhibit D attached hereto (sometimes, the "Security Agreement")) covering each aircraft or fractional interest in any aircraft (and related equipment) to be acquired or owned hereunder with such extension of credit. The term "Security Agreement" as used herein shall include all Aircraft Inventory Security Agreements previously entered into (except to the extent previously released in accordance with Section 3(b) of this Agreement or otherwise as contemplated in the last sentence of Section 6(f) of this Agreement) to secure Extensions of Credit under the Initial Revolving Note or the Amended and Restated Note (to the extent not theretofore paid). (j) Pre-buy Inspection Borrower shall have supplied Lender with a copy of any and all pre-buy inspections conducted on the aircraft to be acquired (or the aircraft an undivided interest in which constitutes the fractional interest to be acquired) with the proceeds of such Extension of Credit, except those aircraft or fractional interests in aircraft acquired from Raytheon Aircraft Company. Effective on the date of such Extension of Credit, such aircraft shall be in the condition set forth in the pre-buy inspection thereof, except to the extent of any discrepancies repaired or other repairs having been made, and, to Borrower's actual knowledge, the aircraft, the engines, the avionics and all related equipment shall be in good working order, AUS01:307449.40 13 SDNY_GM_02759186 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246108 EFTA01330571 • • SONY_GM_02759187 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246109 EFTA01330572 • and no discrepancies shall remain to be repaired, except those discrepancies that have been approved in writing by Lender. (k) Receipt of Documents. Lender has received, in form and substance satisfactory to Lender in its reasonable discretion, all documents, certificates, resolutions, and other instruments specified in or required under Section 1(d) hereof (including, without limitation, completed Notes in the forms of Exhibit A and Exhibit B attached hereto and a completed Security Agreement in the form of Exhibit C attached hereto covering each aircraft or fractional interest in any aircraft (and related equipment) to be acquired or owned hereunder. BORROWER UNDERSTANDS AND AGREES THAT LENDER SHALL NOT HAVE ANY OBLIGATION TO MAKE ANY EXTENSION OF CREDIT UNLESS AND UNTIL ALL SUCH CONDITIONS PRECEDENT HAVE BEEN FULLY SATISFIED IN THE REASONABLE OPINION OF LENDER AND THAT NO CONDITION SHALL BE WAIVED EXCEPT PURSUANT TO A WRITTEN INSTRUMENT EXECUTED BY LENDER. BORROWER FURTHER UNDERSTANDS AND AGREES THAT THE WAIVER OF ANY CONDITION BY LENDER SHALL NOT BE DEEMED A WAIVER OF SUCH CONDITION AS TO ANY FUTURE EXTENSION OF CREDIT OR A WAIVER OF ANY OTHER CONDITION. (I) No Waiver. No failure by Lender to insist on fulfillment of a particular condition precedent before making a particular Extension of Credit shall constitute a waiver of its right to insist on that condition precedent's fulfillment before making any other Extension of Credit. Moreover, Borrower's failure to satisfy any condition precedent which has not been waived by Lender, within ten (10) Business Days of Lender having made a particular Extension of Credit, shall constitute an Event of Default. (m) Quitan. tti In the case of any Extension of Credit that includes an Outfitting Allowance, Borrower shall have provided Lender with a Procurement Budget and Substantiation. 5. Purpose of Loan; Usury: Borrower warrants and represents to Lender that this loan is for business and commercial purposes and not for personal, family, household or agricultural purposes. It is agreed that, notwithstanding any provision to the contrary in the Notes or in any Security Agreement or in this Agreement, in no event will the Notes, any Security Agreement or this Agreement require the payment of interest or charges in excess of the rate per annum that is the maximum rate per annum permitted by applicable law (the "Maximum Rate") and the payment of obligations of Borrower under the Notes, this Agreement, and any and all Security Agreements are hereby limited accordingly. If under any circumstances, whether by reason of advancement or acceleration of the maturity of the unpaid principal balance hereof or otherwise, the aggregate amounts paid on the Notes or pursuant to any Security Agreement or this Agreement shall include amounts which by law are deemed interest and would exceed the Maximum Rate, Borrower stipulates that payment and collection of such excess amounts shall have been and will be deemed to have been the result of a mistake on the part of both Borrower and Lender, and Lender shall promptly credit such excess (to the extent only of such payments in excess of the Maximum Rate) against the unpaid principal balance on the Notes and any portion of such excess payments not capable of being so credited shall be refunded to Borrower. AUS01:307449.40 14 SDNY_GM_02759188 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246110 EFTA01330573 0 SDNYGM_02759189 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 002461 I I EFTA01330574 a .4 • 6. Covenants: Borrower hereby covenants and agrees on the date of this Agreement and on the date of each Extension of Credit hereunder: (a) Use of Inventory. Borrower shall (or shall contractually bind any user of the Inventory to) use, operate, maintain and store the Inventory, and every part thereof, properly, carefully and in compliance with all applicable statutes, ordinances and regulations of all jurisdictions in which the Inventory is operated or used, as well as all applicable insurance policies, manufacturer's recommendations and operating and maintenance manuals. Borrower shall use the Inventory solely for business purposes and only for the purposes and in the manner set forth in any applicable insurance policy. At all times during the term of this Agreement, Borrower shall not (nor shall it allow any other user of the Inventory to) operate or locate the Inventory, or suffer or permit the Inventory to be operated, located or otherwise permitted to (i) travel to or over a jurisdiction where such action would invalidate the insurance coverage on any aircraft or is otherwise prohibited by law or regulation of any state or of the United States; or (ii) travel outside of the geographical boundaries of the United States, except insofar as Borrower so travels as part of its services in connection with its aircraft fractional interest management business. Borrower shall not use, attempt to use, or suffer the Inventory to be used in any manner which contravenes, any applicable law, rule or regulation governing the Inventory, including without limitation those relating to intoxicating liquors, narcotics, firearms or similar products except where such contravention (i) would not have a material adverse effect on Borrower's ability to perform its obligations under this Agreement; (ii) would not result in a material adverse effect on the Borrower's financial or business operations; or (iii) in any way breaches, violates or deviates from any FAA (as defined below) rule or regulation. Without Lender's prior written consent, Borrower shall not attempt to sell (except as otherwise set forth in Section 9 of this Agreement), lease, assign or dispose of the Inventory, or any interest herein or therein, or any part thereof (except in connection with the performance of Borrower's obligations under Section 6(c) of this Agreement). (b) Operation of Inventory. At all times when operated, Inventory will be operated at all times by a currently certified pilot having the minimum total pilot hours and minimum pilotin-command hours required by Federal Aviation Administration ("FAA") rules or regulations or as required by applicable insurance policies, whichever requirements are stricter. As between Borrower and Lender, Borrower shall be responsible for and pay for all expenses of owning and operating the Inventory, including but not limited to storage, fuel, lubricants, service, inspections, overhauls, replacements, maintenance and repairs, all in compliance with the manufacturer's operating records and other materials pertaining to the maintenance and operation of the Inventory including but not limited to those required by applicable law, rule or regulation and by the manufacturer for the enforcement of any warranty. (c) Maintenance of Inventory. The Inventory is and shall at all times be maintained by Borrower at its expense in good repair in the configuration and condition, subject to normal wear and tear, existing on the date of its acquisition by Borrower and in airworthy condition necessary for all aircraft licenses under the laws, ordinances, rules and regulations of an jurisdictions in which the Inventory will at any time be operated. Borrower shall ensure timely compliance with all applicable mandatory FAA Service Bulletins, Service Letters, Manufacturer's Directives, Airworthiness Directives, and engine or other equipment maintenance programs. Borrower shall submit written evidence of such maintenance and AUSO1:107N9.40 15 SDNY_GM_02759190 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246112 EFTA01330575 • • SDNY_GM_02759191 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002461 I 3 EFTA01330576 '4 condition to Lender upon its reasonable written request from time to time. Borrower shall use reasonable care to prevent the Inventory from being damaged or injured, and shall promptly replace any part or component of the Inventory which may be damaged, worn out, lost, destroyed, confiscated or otherwise rendered unsatisfactory or unavailable for use in or upon the Inventory. At Lender's request, Borrower shall provide Lender with the location (or other such information requested by the Lender) of any engine in which Lender has a security interest and in the event such an engine has been replaced, Borrower, at Lender's request, will execute and deliver a security agreement pursuant to which Borrower grants Lender a security interest and lien on any replacement engine. (d) Required Modifications. Borrower shall, at its sole expense, timely make any alterations or modifications to the Inventory that may at any time during the term of this Agreement be required to maintain the Inventory in the condition required by this Agreement. Borrower shall in no way alter, attempt to alter or otherwise change the identity, including but not limited to the "N" number, without prior.written notice to Lender and Borrower agrees to do whatever is necessary to ensure that Lender maintains its first priority perfected security interest (subject to Permitted Liens, as hereinafter defined, if any) in such Inventory upon such change. (e) Operative Documents. Borrower shall provide in its operative agreements with its Customers the following language (as such terms are defined in that certain Borrower's Owner's Agreement) unless an amendment to such language is consented to by Lender: "In the event Manager or its assignee is no longer able, for any reason whatsoever, to provide the services to be performed by Manager under the Operative Agreements, the Aircraft shall be grounded and shall not be flown until: (i) all Owners have entered into new Operative Agreements (substantially the same as the present Operative Agreements) with a replacement Manager for the fractional ownership program; and (ii) the full insurance coverage required in the Operative Agreements is in force. If the Aircraft is not flying again with a replacement Manager within thirty days (or such longer period as the Owners may determine in writing), a qualified broker shall be selected by majority in interest of the Owners of the Aircraft (based on percentage ownership) and Iftft% of the Interests shall be sold in an arm's-length sale to an unrelated third party as soon as practical, at a price and upon terms and conditions that are commercially reasonable and acceptable to a majority in interest of the Owners." Additionally, the Borrower must maintain the following provision in its operative agreements with its Customers (as such terns are defined that certain Borrower's Owners Agreement) unless an amendment to such provision is consented to by Lender: Owner shall take no action to grant or place at any time during the term hereof any lien upon its Interest or the Aircraft other than: AUS01:307449.40 (a) mechanic's liens to be discharged in the ordinary course of business; (b) subject to prior written notice to Manager, a "Lien" in favor of a recognized financial institution ("Lender") that provides financing for the Owner's purchase of its Interest, which Lien must be limited to the Interest of 16 SDNY_GM_02759192 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246114 EFTA01330577 • • SONY_GM_02759193 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246115 EFTA01330578 such Owner and be governed by instruments which contain the agreement of Lender, enforceable by Manager, that notwithstanding the occurrence of an event of default under any instrument secured by the Lien, the Aircraft shall continue to be operated under the Owner's Operative Agreements and the rights of other parties under said Operative Agreements shall be honored. In particular, Lender shall agree that upon any exercise by Manager of its option under the Purchase Agreement to repurchase the Owner's Interest and full payment by Manager therefor, the Lien shall terminate and the Interest shall be conveyed to Manager unencumbered thereby. • • (f) Encumbrances. Other than (i) the lien granted in this Agreement and in any Supplemental Aircraft Inventory Security Agreement executed in connection with this Agreement, (ii) liens arising by operation of law relating to Taxes (as defined below) not yet due and payable, (iii) artisan's mechanics or similar liens arising by operation of law securing obligations not in default or which are being disputed in good faith with adequate reserves and as to which neither Borrower nor Lender has notice of foreclosure or any other such enforcement action that would result in levy or seizure of the aircraft by such lienholder against Borrower or Bonrower's Inventory, and (iv) with respect to Contracts, liens in favor of a parent, subsidiary, or Affiliate of Lender (other than Borrower) (collectively, all of the foregoing in (i)-(iv), the "Permitted Liens"), there shall not exist, and Borrower shall not grant, any security interest, mortgage, attachment, lien or other encumbrance of any sort with respect to the Collateral, without Lender's prior written consent. For the avoidance of doubt, Lender hereby acknowledges that (i) whenever any Inventory shall be sold as provided in Section 9, such Inventory shall no longer be considered Collateral, as long as the applicable Principal Reduction Payment has been made contemporaneously with the sale; and (ii) whenever Lender is obligated to and does release its security interest in and liens upon any property pursuant to Section 3(b) hereof, such property shall no longer be considered Collateral. (g) gxistence Borrower, will (i) be duly organized, existing and in good standing under the laws of the State set forth in the first paragraph, of this Agreement as Borrower's jurisdiction of organization, or under the laws of such other jurisdiction as to which Borrower shall have given Lender notice as provided in Section 6(g), (ii) be duly qualified and licensed in . every jurisdiction wherever necessary to carry on its business and operations, unless the failure to be so qualified or licensed will have no material adverse effect upon the financial condition of Borrower, and (iii) be a "citizen of the United States", within the meaning of the Federal Aviation Act of 1958, as amended, and the regulations thereunder. (h) Chanee in Borrower's Status. Borrower shall immediately notify Lender in advance of any change in, addition of or discontinuation of Borrower's chief executive officer or its executive offices, and any change in the name, identity, or form of Borrower, and any change in Borrower's state of organization. (i) Defense of Collateral. Borrower shall defend the Collateral against all claims, demands, and legal proceedings by persons or entities, except for claims brought by Lender or Lender's assignees based on Lender's security interest in the Collateral created hereunder and under any Supplemental Aircraft Inventory Security Agreement executed and delivered by AUS01:307449A0 17 SDNY_GM_02759194 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246 I 16 EFTA01330579 • I SDNYGM02759195 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246117 EFTA01330580 Borrower pursuant hereto and except for any liens or claims that may exist in favor of any creditors or obligees of Lender. • (j) Payment of Taxes. Borrower shall promptly pay, cause to be paid and discharged when due, all Taxes, fees, levies, license fees, assessments, public and private charges, or charges of any sort that Borrower is required to pay or collect, and that arc or may be levied or assessed on or as a result of this Agreement or against the Collateral, the Inventory, or the purchase, acquisition, ownership, delivery, leasing, possession, operation, control, use, return or disposition thereof, excluding however, any federal, state or local taxes levied on Lender's net income, provided that no item need be paid so long as and to the extent that it is being contested in good faith by timely and appropriate proceedings and does not result in foreclosure or any other such enforcement action. "Taxes" means all taxes of any kind, including any federal, state, local and foreign income, profits, license, severance, occupation, windfall profits, capital gains, capital stock, transfer, registration, social security (or similar), production, franchise, gross receipts, payroll, sales, employment, use, property,. excise, value added, estimated, stamp, alternative or add-on minimum, environmental, withholding and any other tax or assessment, together with all interest, penalties and additions imposed with respect to such amounts. (c) Possession of Documents Related to Collateral. As to any Collateral which may be perfected solely by possession or control including, but not limited to, chattel paper, Borrower shall not deliver possession thereof to anyone other than Lender or Lender's designee(s). Except in the ordinary course of business, Borrower shall not deliver possession of any aircraft included among the Collateral and owned 100% by Borrower to anyone other than Lender or Lender's designee(s) provided however that in the case of an aircraft owned in part by a Customer, Borrower shall not deliver possession to anyone other than Lender, Lender's designee(s), or fractional interest owners of the aircraft that are not Affiliates of Borrower. If an Event of Default has occurred and is continuing, as between Borrower and Lender, Lender shall be entitled to possession of any aircraft included among the Collateral and any aircraft as to which Borrower has granted Lender a lien on any part thereof (which lien has not been released or terminated hereunder). (I) Records Related_to Collateral. As to all of the Collateral and the records of Borrower relating thereto, Borrower will make such records and Collateral available for inspection by Lender, or its designee, upon request, at reasonable places and times. (m) lndemnification. BORROWER SHALL INDEMNIFY AND SAVE LENDER HARMLESS FROM AND AGAINST (I) ALL CLAIMS, EXPENSES, DAMAGES AND LIABILITIES WHATSOEVER, INCLUDING WITHOUT LIMITATION PERSONAL INJURY, DEATH AND PROPERTY DAMAGE CLAIMS ARISING IN TORT OR OTHERWISE, UNDER ANY LEGAL THEORY INCLUDING BUT NOT LIMITED TO STRICT LIABILITY, IN ANY MANNER OCCASIONED BY OR RELATED TO THE INVENTORY, ITS OPERATION, USE, OWNERSHIP, POSSESSION, MANUFACTURE OR OTHERWISE EXCEPT IN THE EVENT THAT LIABILITY IS CAUSED BY LENDER'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; AND (II) ALL TAXES (AS DEFINED IN SECTION 6(j) HEREOF), FEES, LEVIES, LICENSE FEES, ASSESSMENTS, PUBLIC AND PRIVATE CHARGES AND CHARGES OF ANY SORT THAT ARE OR MAY • BE LEVIED OR ASSESSED ON OR AS A RESULT OF THIS AGREEMENT OR AGAINST AUS01:307449.40 18 SDNY_GM_02759196 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246118 EFTA01330581 • • SDNY GM 02759197 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246119 EFTA01330582 THE COLLATERAL (AS DEFINED HEREIN), THE INVENTORY (AS DEFINED HEREIN), OR THE PURCHASE, ACQUISITION, OWNERSHIP, DELIVERY, LEASING, POSSESSION, OPERATION, CONTROL, USE, RETURN OR DISPOSITION THEREOF, EXCLUDING HOWEVER, ANY FEDERAL, STATE OR LOCAL TAXES LEVIED ON LENDER'S NET INCOME OR ANY FRANCHISE OR SIMILAR TAXES IMPOSED ON LENDER. (n) &wine Maintenance Contracts. As to any engine maintenance contract relating to the Inventory, Borrower agrees to (i) comply with all terms of any such engine maintenance contract; (ii) to operate the engines in accordance with the terms of such engine maintenance contract; (iii) to pay all monthly charges associated with such engine maintenance contract; (iv) to remain in good standing in the program associated with such engine maintenance contract; and (v) not to terminate any such engine maintenance contract or to take any action which would give the other contract party the right to terminate any such engine maintenance contract. In the event that Borrower breaches the foregoing covenants contained in Sections 6(n) (i)-(v) hereof, Borrower shall repay Lender in full for the portion of Extension of Credit (A) attributable to the value of the engine maintenance contract being terminated; or (B) used to pay or reimburse the initial enrollment cost for the engine maintenance program evidenced by the terminated engine maintenance contract. The amount of the Extension of Credit attributable to the value of the engine maintenance contract (which shall be adjusted pro rata based upon any prepayments made prior to the payment contemplated under the prior sentence) as to any Extension of Credit that was not advanced to pay or reimburse the initial enrollment cost for an engine maintenance program pursuant to Section l(gXi) hereof' shall be determined by multiplying the number of hours of engine use since the last engine overhaul by the engine operating hourly rate set forth in such engine maintenance contract. (o) Financial Reporting. Borrower agrees to provide Lender, on a quarterly calendar basis, copies of quarterly unaudited financial statements piepared in all material respects in accordance with generally accepted accounting principles within forty-five (45) days of the end of the calendar quarter ("GAAP") and on an annual calendar basis audited annual financial statements prepared in all material respects in accordance with GAAP, consistently applied within ninety (90) days of calendar year end. (p) Ownership. Lender acknowledges that the Inventory will be a part of Borrower's aircraft fractional interest ownership and management program As to any and all interests constituting Inventory not yet sold, Borrower is (or, to the extent that the Inventory is to be acquired hereafter, will be) and will remain the sole lawful owner of the Inventory, in sole, open and notorious possession of the Inventory, free from any security interest, lien or encumbrance whatsoever other than Permitted Liens and subject to Customers' rights as fractional owners of any particular aircraft to operate such aircraft. Subject to the provisions in Section 2(d) of this Agreement which accommodate the sale of aircraft and fractional interests in aircraft, Borrower shall defend the Inventory against all claims and demands of all persons claiming any interest therein, except for Permitted Liens and claims of Lender or Lender's assignees based on Lender's security interest in the Collateral created hereunder or in an Security Agreement executed in connection herewith and except for any claims based upon liens in favor of any creditors or obligees of Lender. 19 AUS01:301449.40 SDNY_GM_02759198 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246120 EFTA01330583 • • SONY_GM_02759199 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246121 EFTA01330584 (q) Borrower agrees to pay the following fees and charges in connection with each Extension of Credit: (i) all fees charged by any aircraft title insurer or other escrow agent for the' escrowing of funds and/or closing documents in connection with the closing on any Extension of Credit and on any related acquisition of an aircraft or fractional interest in an aircraft, whether such funds are escrowed by Borrower, Lender, or other third party or parties, or escrowed for any of their respective accounts (collectively, the "Escrow Fees"), and Borrower shall pay any such Escrow Fees, in immediately available funds, simultaneously with closing to such aircraft title insurer or other escrow agent; and (ii) a fee in the amount of USDS1,000, due and payable by Borrower to Lender in immediately available funds, simultaneously with the closing on any Extension of Credit. Notwithstanding the foregoing, in the event that any closing involves Lender's financing of Borrower's repurchase of more than one Customer's undivided fractional interest in the same aircraft on the same day, the fee set forth in the foregoing clause (ii) shall not exceed 1.1SDS1,000 payable at the time and in the manner described in such clause (ii). Payment of the fees set forth in this Section 6(q) shall be a condition of closing and shall not be refundable under any circumstances. 7. Risk of Loss: Except as otherwise required under applicable law, Borrower shall at all times bear all risk of loss, damage, destruction or confiscation of or to the Collateral. In the event that any item of Inventory suffers reparable damage, then Borrower shall promptly repair and restore such item to good condition and good working order. 8. Insurance: (a) Borrower shall, at its own expense, keep the Inventory insured at all times against all physical damage to the Inventory including damage or destruction by fire, theft, crash, vandalism, and all other causes including coverage fcir "War Perils" including hijacking, acts of war, riots and strikes, but excluding hostile detonation of any weapon of war employing atomic or nuclear fission and/or fusion or other like reaction or radioactive force or matter, with standard loss payable clause and breach of warranty endorsement in favor of Lender and shall carry liability insurance showing Lender as an additional insured, all of which shall be in such amounts, under such forms of policies, upon such terms, for such periods and with such companies or underwriters as Lender may approve, which approval shall not be unreasonably delayed. Losses or refunds under any such insurance shall in all cases be payable to Lender or its assigns, as its interest may appear. Notwithstanding any provision of this Agreement to the contrary, failure to obtain Lender's approval of any insurer or policy shall not excuse Borrower from its obligation to maintain insurance coverage. In no event shall the amounts of such insurance be less than the greater of (i) aggregate principal amount of the Obligations outstanding at any time and (ii) the fair market value of the Inventory. All insurance policies shall provide for at least 30 days prior written notice to Lender of any cancellation or material modification, shall contain a severability of interest clause providing that such policy shall operate in the same manner as if a separate policy covered each insured, shall waive any right of set-off against Borrower or Lender, shall waive any right of subrogation against Lender and shall be primary and not subject to any offset by any other insurance carried by Borrower or Lender. Borrower shall pay any deductible portion of such insurance and any expense incurred in collecting insurance proceeds. At Lender's request, Borrower shall furnish to Lender copies of all insurance policies required by this paragraph. Borrower shall supply Lender with an insurance certificate evidencing policy coverages at the time of the making of the first Extension 20 AUS01:307449.40 SDNY_GM_02759200 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246122 EFTA01330585 • • SDNY_GM_02759201 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246123 EFTA01330586 a .3 of Credit hereunder and thereafter annually or upon Lender's request. Borrower hereby assigns to Lender the proceeds of all such insurance (including any refund of premium) to the extent of the obligations of Borrower secured hereby, directs the insurer to pay any losses or refunds due Borrower directly to Lender, and appoints Lender as Attorney-in-Fact effective in the event that (i) Lender has requested Borrower to take reasonable action with regard to any insurance policy and Borrower has failed to take such action; or (ii) Borrower's failure to take prompt action in regard to the insurance policy would result in Lender's or Borrower's loss of rights with respect to insurance proceeds, to make proof of loss and claim for all insurance and refunds thereupon and to endorse all documents, contracts drafts, checks or forms of payment of insurance or premiums. (b) If an Event of Default occurs and is continuing, Lender shall have the right to apply the proceeds of any policy of insurance maintained pursuant to Section 8(a) to the Obligations in such order as Lender shall determine. If no Event of Default has occurred and is continuing,.and any such insurance proceeds for an insured loss or refund of premium equal to or less than $500,000 have been received by one or both of Borrower and Lender, the parties agree that such proceeds shall be used by Borrower, at Borrower's option, to either (i) repair the Inventory or any part thereof, in which case Lender will pay over the proceeds for such loss or refund, as the case may be, to the extent received by Lender, upon receipt of a budget with Substantiation setting forth such written estimates received from third parties in reasonable detail or (ii) apply such proceeds to the Obligations pursuant to Section 2(e). If no Event of Default has occurred and is continuing, and any such insurance proceeds for an insured loss or refund of premium in excess of $500,000 but less than $1,500,000 have been received by one or both of Borrower and Lender, the parties agree that all insurance proceeds shall be promptly turned over to Lender, and Lender agrees to provide such insurance proceeds to Borrower, to be used by Borrower, at Borrower's option, to either (i) repair the Inventory or any part thereof, in which case Lender will pay over the proceeds for such loss or refund, as the case may be, in three stages, (A) $500,000 of such proceeds upon receipt of a budget made in good faith based upon Substantiation, setting forth such written estimates received from third parties in reasonable detail; (B) one-half (1/2) of the remaining proceeds upon invoices reflecting that repairs are complete in the amount that is the sum of 8500,000 and one-half (1/2) of the remaining proceeds; and (C) the final one-half (1/2) of the remaining proceeds, upon Lender's receipt of the final invoice and statement by Borrower to the effect that all necessary repairs are completed on such Inventory or (ii) apply such proceeds to the Obligations pursuant to Section 2(e). If no Event of Default has occurred and is continuing, and any such insurance proceeds for an insured loss or refund of premium equal to or in excess of $1,500,000 have been received by one or both of Borrower and Lender, the parties agree that all such insurance proceeds shall be promptly turned over to Lender; and Lender agrees to provide such insurance proceeds to Borrower to be used by Borrower, at Borrower's option, to either (i) repair the Inventory or any part thereof, in which case Lender will pay over the proceeds for such loss or refund, as the case may be, in three stages, (A) one-third (1/3) of such proceeds upon receipt of a budget made in good faith based upon Substantiation, setting forth such written estimates received from third parties in reasonable detail; (B) one-third (1/3) of such proceeds upon invoices reflecting that two-thirds (2/3) of the repairs are complete; and (C) the final one-third (1/3) of such proceeds, upon Lender's receipt of the final invoice and statement by Borrower to the effect that all necessary repairs are completed on such Inventory, or (ii) apply such proceeds to the Obligations pursuant to Section 2(e). As to any insurance proceeds held by Lender to be paid pursuant to clauses (B) and (C) of the 21 AUS01:307440.40 SDNY_GM_02759202 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002461 24 EFTA01330587 • • SDNY GM 02759203 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246125 EFTA01330588 • foregoing sentence (collectively, the "Held Proceeds") as to which the related repairs took more than six (6) months to complete (calculated from the date such Held Proceeds are received by Lender), Lender agrees to credit Borrower, on the invoice to Borrower submitted by Lender, with an amount calculated in the same manner as if interest were being accrued in Borrower's favor on the amount of the Held Proceeds outstanding from time to time at a rate per annum (based on a year of 360 days) equal to the LIBOR Rate. Any such credit shall be applied first to Borrower's interest payments on the Note that evidences the Extension of Credit used to finance the repaired aircraft, and any excess credit shall be applied as directed by Borrower. Any surplus insurance proceeds shall be paid to Borrower. 9. Sale of Inventory: (a) Allowable Sale. Lender acknowledges that the Inventory will be part of Borrower's aircraft fractional interest ownership and management program. So long as no Event of Default has.occurred and is continuing, Borrower may sell any item of Inventory or any interest therein in the regular course of Borrower's business provided that the proceeds of such sale are applied as set forth in Sections 2(d) and 2(g) of this Agreement. All such sales of Inventory shall be for cash, or on such other terms and conditions as Lender may approve in writing. Unless otherwise agreed in writing by Lender, in the event of any sale or other disposition of any item of Inventory (with or without the consent of Lender), the principal of the Extension of Credit attributable to such item of Inventory (or, in the case of any sale of a fractional interest in any item of Inventory, a percentage, corresponding to such fractional interest, of the principal of the Extension of Credit attributable to such item of Inventory), shall be accelerated and become due and payable, without notice or demand by Lender, immediately upon receipt of payment from the prospective purchaser or on the day of the date of sale, whichever occurs earlier. Any accrued and unpaid interest shall be paid on the next Payment Date• provided however that in the event that the sale involves a 100% undivided interest in an aircraft that is Collateral or the last undivided interest owned by Borrower in an aircraft that is Collateral, both such principal and any and all accrued and unpaid interest thereon shall be accelerated and become due and payable, without notice or demand by Lender, immediately upon receipt of payment from a prospective purchaser or on the day of the date of sale, whichever is earlier. All proceeds resulting from any sale or other disposition of any Inventory or other Collateral shall, until satisfaction of all Obligations, be held by Borrower in trust for Lender, and accounted for on a basis which is separate from all other funds and assets of Borrower. If, at the time Borrower shall, in the ordinary course of its business, sell an undivided fractional interest in any aircraft, and, immediately prior to such sale, Lender shall have a security interest in one or more undivided fractional interests in such aircraft which interests would, if aggregated, aggregate to less than 100% of the aircraft, then, and in each such case, the sale of the undivided fractional interest by Borrower shall (unless Lender shall have executed a release relating to such interest in connection with such sale and then only to the extent of the percentage interest expressly released by such release) constitute the sale of an undivided fractional interest in which Lender did not have any security interest immediately prior to such sale. (b) Procedure for Sale. Prior to the sale of an item of Inventory or any fractional interest therein to a Customer, the Customer shall place the consideration therefor into an escrow into which Borrower shall have placed a bill of sale evidencing the transfer of such item or AUS01:307449.40 22 • SDNY _ GM _ 02759204 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246 I 26 EFTA01330589 • • SDNYGM 02759205 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246127 EFTA01330590 interest to such Customer. Lender agrees to execute and deliver into that escrow a release of lien relating to the item of Inventory or fractional interests therein being sold, and, simultaneously with Lender's receipt of the principal payment required by Section 9(a), Lender's security interest in and lien upon the item of Inventory or fractional interest being sold shall be deemed terminated, whereupon Lender will authorize and direct the escrow agent for such escrow to file such release of lien with the FAA. Borrower will authorize and direct such escrow agent to file with the FAA, following the filing with the FAA of such release of lien, the bill of sale deposited into such escrow. • (c) Pre-Sold Interests Regarding fractional interests sold by Borrower to Customers prior to and in contemplation of the acquisition of an aircraft that will serve as Collateral hereunder (collectively, "Pre-Sold Interests;" singly, a "Pre-Sold Interest"), the parties agree, notwithstanding other provisions of this Agreement to the contrary, as follows: (i) the Supplemental Aircraft Inventory Security Agreement shall secure a 100°/0 undivided interest in such aircraft in connection with an Extension of Credit for the acquisition of such aircraft as to which Borrower has received the purchase price from one or more prospective Customers and signed program documents from such prospective Customers representing one or more Pre-Sold Interests; (ii) the amount of the Extension of Credit shall be based upon the undivided interests that Borrower is anticipated to own after closing of the acquisition and the release of Lender's lien on any Pre-Sold Interests (as hereinafter provided); (iii) Lender shall place in escrow partial releases of lien representing any Pre-Sold Interests; (iv) Borrower shall place in escrow the bill of sale in favor of each new Customer that is the beneficial owner of a Pre-Sold Interest (a "New Customer") and a power of attorney signed by the New Customer, which bill of sale and power of attorney shall be released and filed with the FAA on the Borrowing Date in connection with the closing and (iv) Lender agrees to release from escrow on the Borrowing Date in connection with the closing, Lender's partial releases of lien representing any Pre-Sold Interests, without requiring the payment of any mandatory prepayment or Principal Reduction Payments in connection therewith, which partial releases will not be filed with the FAA until after the filing with the FAA of the Supplemental Aircraft Inventory Security Agreement. On and after such Borrowing Date, and after, the parties' compliance with clauses (i) through (iv) in connection with the closing of a financing that is the subject of this Section 9 (c), the release of the related Collateral shall be governed by Sections 3(b) hereof and the last sentence of Section 6(0 hereof (and, in the case of Section 6(f), subject to payment of the applicable Principal Reduction Payments described in clause (i) of the last sentence thereof and in the case of Section 3(b) subject to payment in full of the relevant Extension of Credit as provided therein). 10. Power of Attorney: Borrower hereby authorizes Lender to file any and all financing statements necessary to perfect Lender's security interest in the Collateral. Borrower hereby appoints Lender as Borrower's Attorney-in-Fact to sign in Borrower's name and on Borrower's behalf all FAA bills of sale and registration documents and any and all other papers and documents necessary or appropriate to assist Lender in establishing and maintaining a valid security interest in the Collateral to the extent consistent with this Agreement, and to assure that the Aircraft (as defined in any Security Agreement executed and delivered by Borrowcr pursuant to this Agreement) is titled, registered and the security interest perfected to Lender's reasonable satisfaction, and to do all other things and take all other actions reasonably necessary to give effect to such security interest. Borrower agrees to take all actions reasonably necessary to give effect to such security interest and to perfect it. AUS01:307449.40 23 SDNY_GM_02759206 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246 I 28 EFTA01330591 • • SONY GM 02759207 I SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246129 EFTA01330592 11. Default: The occurrence of any of the following events shall be deemed to constitute an Event of Default under this Agreement: (a) Failure to Pay. If Borrower shall fail to pay, when due, any amount owed by it to Lender whether hereunder, under the Facility A Note or the Facility B Note, or under any other instrument or agreement executed and delivered by Borrower pursuant to this Agreement, and such amount shall remain unpaid more than three (3) days after such payment is due. • (b) Failure to Maintain Insurance. Borrower shall fail to maintain insurance coverage as required by this Agreement, any Security Agreement or the Notes. (c) Breach of Covenant. If Borrower shall fail to perform or observe any other covenant (including but not limited to the covenants set forth in Section 6 hereof), or term to be performed or observed by it hereunder, under the Facility A Note or the Facility B Note, or under any other instrument or agreement entered into between Borrower and Lender pursuant to this Agreement, or furnished by Borrower to Lender pursuant to this Agreement, except any covenant or term described in Sections 11(a) or 11(b), and such failure shall not have been corrected within thirty (30) days after the giving of written notice to Borrower by Lender that such failure is to be remedied. (d) Breach of Representation or Warranty. Any warranty, representation or statement made by Borrower hereunder or under any other instrument or agreement entered into between Borrower and Lender is false or misleading in any material respect when made. (e) Outside Default Borrower is declared in default, and any grace period applicable to such default shall have expired (i) under any contract or obligation for borrowed money having an outstanding principal amount of or requiring the payment of money in an amount greater than $1,000,000; (ii) under any contract or obligation for borrowed money having an outstanding principal amount of or requiring the payment of money in an amount greater than $250,000 as to which any other party to such contract or obligation accelerates the indebtedness evidenced by such contract (if any), forecloses on property of Borrower, or prevails in an enforcement action against Borrower or its property in preparation for a levy on Borrower's property; (iii) under any contract or obligation not for borrowed money in which amounts in excess of $1,000,000 are in default (in the absence of default by the other party), other than such a contract or obligation entered into by and between Borrower and Lender or any parent, subsidiary, or Affiliate of Lender (other than Borrower); or (iv) under any aircraft purchase or supply agreement by and between Borrower and Lender or any parent, subsidiary, or Affiliate of Lender (other than Borrower), in which amounts in excess of $1,000,000 are in default (in the absence of default by the other party thereto), provided that the sole remedy for a default with respect to an aircraft purchase or supply agreement is for Lender to refuse to extend any further credit to Borrower hereunder and provided further that Lender's right to refuse to extend any further credit shall be contingent on Lender providing fifteen (15) days prior notice and opportunity to cure to Borrower, which opportunity to cure shall include discussions between Borrower's Chief Executive Officer and the Chief Financial Officer of Raytheon Company to determine if the default under such aircraft purchase or supply agreement can be remedied without Lender refusing further extensions of credit. Notwithstanding anything to the contrary contained in the foregoing, any default referenced in Schedule 6.8(b) to the IRA (as hereinafter AUS01:307449.40 24 SONY_GM_02759208 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 1 EFTA 00246130 EFTA01330593 r • • SDNY_GM_02759209 I SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0024613 I EFTA01330594 • • definedXany defaults so referenced, collectively, the "Referenced Defaults;" singly, a "Referenced Default') shall not constitute an Event of Default for purposes of this Section 11(e) (and shall, for purposes of other provisions of this Agreement, be deemed not to be events which, with the passage of time or the giving of notice or both, would constitute or result in an Event of Default) (i) at any time during the period of eighteen (18) months after the date of this Agreement, regardless of whether or not any such Referenced Defaults are cured or waived during such period; (ii) to the extent that Borrower cures any such Referenced Default within eighteen (18) months of the date of this Agreement, for the period for which such Referenced Default remains cured or, if ending thereafter, for the period of eighteen (18) months from the date of this Agreement; and (iii) to the extent that any such Referenced Default is waived in writing by the other party or parties to the agreement to which the Referenced Default pertains (the "Waiver") within eighteen (18) months of the date of this Agreement, for the period identified in any such Waiver or, if ending thereafter, for the period of eighteen (18) months from the date of this Agreement- provided however as regards clauses (ii) and (iii) immediately preceding, in the event that a Referenced Default remains in default at the expiration of eighteen (18) months from the date of this Agreement (or upon the expiration of any other applicable waiver period or period during which such Referenced Default is cured expiring after the period of eighteen (18) months from the date of this Agreement, as provided in such clauses (ii) and (iii)), such Referenced Default shall constitute an Event of Default under this Section 11(e) for all purposes under this Agreement. (0 Other Default. (i) Borrower defaults, and any grace period applicable to such default shall have expired, under the Investment and Restructuring Agreement, dated June __, 2003, by and among Borrower, Raytheon Travel Air Company, Raytheon Aircraft Holdings, Inc., and others (the "IRA") or under any of the Transaction Agreements (as defined in the IRA) other than this Agreement, and such default is a material default under the IRA or any of the Transaction Agreements (except those issues relating to governance in the ordinary course under the Second Amended and Restated Limited Liability Company Agreement of Flight Options, LLC, dated of even date herewith), or (ii) Borrower defaults under any note (other than the Notes (as defined herein)) made payable to the order of Lender or to any parent, subsidiary, or Affiliate of Lender (excluding Borrower). In the event Raytheon Aircraft Credit Corporation (the original Lender in this Agreement) assigns this Agreement in whole or in part to a third party assignee (other than to a parent, subsidiary, or Affiliate of Raytheon Aircraft Credit Corporation, in which case such default remains an Event of Default hereunder) (a "Third Party Assignment"), the default set forth in Section 11(0(i) hereof shall not constitute an Event of Default hereunder for that portion which is assigned pursuant to such Third Party Assignment. If any default set forth in Section 11(0(i) hereof is a default on payment of Borrower's monetary obligations under the IRA or Transaction Agreements, such default shall not be deemed an Event of Default until: (i) Lender provides written notice to Borrower of such default, and (ii) the expiration of a period of ten (10) business days (the "10-Day Cure Period"), to allow Borrower to cure such default; provided that during such 10-Day Cure Period, for so long as the default continues, Lender shall not be obligated to advance any new Extensions of Credit under this Agreement. If any default set forth in Section 11(0(i) hereof is a default of Borrower's non-monetary obligations under the IRA or Transaction Agreements, such default shall not be an Event of Default until: (i) Lender provides written notice to Borrower of such default, and (ii) the expiration of a period of fifteen (15) business days (the "15-Day Cure Period"), to allow Borrower to cure such default; provided that during such 15-Day Cure Period, for so long as the default continues, Lender shall AUS01307149.40 25 SDNY_GM_02759210 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246132 EFTA01330595 SDNY_GM_02759211 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246133 EFTA01330596 a a not be obligated to advance any new Extensions of Credit under this Agreement. The grace period applicable to a default under Section 11(f)(i) hereof shall be equal to the greater of (i) the 10-Day Cure Period or 15-Day Cure Period (as applicable), or (ii) any grace period applicable pursuant to the IRA or any of the Transaction Agreements; and upon the expiration thereof (and fulfillment of the requirement of Lender notice contained herein), any Section 11(0(i) default shall constitute an Event of Default hereunder. (g) Death or Insolvency. If Borrower shall become insolvent or cease to do business as a going concern. • • (h) Bankruptcy. If Borrower shall make an assignment for the benefit of creditors, file a petition in bankruptcy, apply to or petition any tribunal for the appointment of a custodian, receiver or trustee for itself or for any substantial part of its property, or shall commence any proceeding under any bankruptcy, reorganization, arrangement, readjustment of debt, dissolution or liquidation law or statute of any jurisdiction, or if there shall have been filed against Borrower any such petition or application, and shall not have been dismissed or stayed within sixty (60) days of the filing thereof or any such proceeding shall have been commcnccd against Borrower, and shall not have been dismissed or stayed within sixty (60) days of the filing thereof, or Borrower by any act or omission, shall indicate its consent to, approval of, or acquiescence in, any such petition, application, proceeding, order for relief or such appointment of a custodian, receiver or trustee. (i) Fraud. If Borrower shall have removed, or permitted to be concealed or removed, any part of its assets, so as to hinder, delay or defraud any of its creditors, or made or suffered a transfer of any of its assets which transfer would be fraudulent under any bankruptcy, insolvency, fraudulent conveyance or similar law or shall have made any transfer of its assets to or for the benefit of a creditor at a time whcn other creditors similarly situated have not been paid or shall have suffered or permitted, while insolvent, any creditor to obtain a lien upon any of its properly through legal proceedings or otherwise. 12. Remedies of Lender: (a) Remedies. If any Event of Default (other than an Event of Default described in Section 11(g) and Section 11(h) all of which shall be automatic and require no action by Lender and as to which all of the following remedies may be exercised immediately) shall occur, Lender may, upon written declaration thereof and at any time thereafter for so long as such Event of Default is continuing, at its option, exercise one or more of the following remedies: (i) refuse to extend any further credit to Borrower and terminate this Agreement immediately without notice (other than the aforementioned declaration); (ii) accelerate, or declare immediately due and payable, all sums and other Obligations then owing by Borrower to Lender, whether pursuant hereto, under the Facility A Note or the Facility B Note, under any Security Agreement or under any other Closing Document, notwithstanding the provisions of any writings evidencing the same; (iii) exercise any and all rights it may have under the FAA regulations, the Uniform Commercial Code or any other applicable law; (iv) take immediate and exclusive possession of any or all Collateral (subject to rights of co-owners, if any, in the aircraft), wherever it may be found, and enter any of the premises of Borrower, with or without process of law, wherever said Collateral may be, or is supposed to be, and search for the same, and if found, to take possession AUS01:307449.40 26 02759212 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246134 EFTA01330597 0 SONYGM_02759213 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246135 EFTA01330598 ro ro • of, and remove, sell and dispose of, said Collateral, or any part thereof, at public auction or private sale, for cash or on credit, as Lender may elect, at its option, and Lender reserves the right to bid and become the purchaser at any such sale: (v) notify, in Lender's own name, or in the name of Borrower, all obligors of Borrower and demand, collect, receive, receipt for, sue, compromise and give acquittance for, any and all amounts due on Contracts and Credits, and endorse the name of Borrower an any commercial paper or instrument given as full or partial payment thereon; (vi) direct Borrower to assemble the Collateral and deliver to Lender, at Borrower's expense, at a place designated by Lender which is reasonably convenient to Lender and Borrower; (vii) and/or hold, appropriate, apply or set-off any and all moneys, credits, indebtedness due from Lender, its Affiliates, parent, or subsidiaries to Borrower which is or comes into possession of Lender, its Affiliates, parent, or subsidiaries. (b) Management of Aircraft: In the event that Borrower is no longer able, for any reason whatsoever, to provide management services to its Customers to be performed by the Borrower as Manager (as "Manager") under its operative agreement entered into with its Customers with respect to an aircraft that is Collateral, or if any Event of Default shall occur and be continuing and Lender shall have declared immediately due and payable all Obligations hereunder, Borrower, at Lender's request, shall resign as Manager with respect to all aircraft that are Collateral and propose and vote (as to any and all interests in such aircraft which Borrower has the right to own, control, or otherwise vote) in favor of Lender or Lender's designee to act as Manager, and/or, at Lender's request, vote (as to any and all interests in such aircraft which Borrower has the right to own, control, or otherwise vote) in favor of a qualified broker designated by Lender to arrange the sale of any aircraft that serves as Collateral or in which an undivided interest serves as Collateral. Lender is hereby appointed Borrower's Attorney-in-Fact, effective upon Borrower's failure to resign as Manager or Borrower's inability to perform its services as Manager in the Borrower's stead, to take any and all actions in Borrower's name mandated by this Section 12(b), including without limitation, tendering of Borrower's resignation as Manager, proposing and voting (as to any and all interests in aircraft that serve as Collateral which Borrower has the right to own, control, or otherwise vote) in favor of Lender or Lender's designee as Manager, and/or voting (as to any and all interests in aircraft that serve as Collateral which Borrower has the right to own, control, or otherwise vote) in favor of a qualified broker designated by Lender to arrange for the sale of any aircraft that serves as Collateral or in which an undivided interest serves as Collateral. This Section 12(b) shall govern notwithstanding anything to the contrary in Section 12(a). (c) Costs. Borrower shall pay all reasonable costs of Lender incurred in the collection of any of the Obligations and for the enforcement of any Obligations, including, without limitation, reasonable attorney's fees and legal expenses. The foregoing remedies shall not be deemed exclusive or alternative, but shall be cumulative, and in addition to, all other remedies in favor of Lender existing at law or in equity. Notwithstanding the foregoing: (i) if Borrower fails to perform any of its duties and/or obligations hereunder, Lender may perform the same, but shall not be obligated to do so, for the account of Borrower, and Borrower shall immediately repay to Lender any amounts paid by Lender in such performance; or (ii) if any payment of any such obligations due from Borrower hereunder shall not be paid when due, interest shall continue to accrue thereon at the Default Rate provided, however that at no time shall the Default Rate exceed the Maximum Rate. Lender shall use reasonable efforts to give AUSOI:307449.40 27 SDNY_GM_02759214 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246 I 36 EFTA01330599 • I SDNYGM02759215 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246137 EFTA01330600 Borrower notice of any such payments but Lender's failure to give such notice shall not affect Lender's rights or Borrower's obligations hereunder. • • (d) Notice. Any notification required pursuant to this Agreement or otherwise shall be deemed reasonably and properly given if mailed at least ten (10) days before the disposition of the subject matter of such notification, postage prepaid, addressed to Borrower at the address shown on page 1 of this Agreement. Any proceeds realized by Lender upon the sale or other disposition of the Collateral pursuant to this Section 12 may be applied by Lender to the payment of the reasonable expenses of retaking, holding, preparing for sale, selling and the like, including reasonable attorney's fees and legal expenses and any balance of such proceeds may be applied by Lender toward the satisfaction of Borrower's Obligations in such order of application as the Lender may, in its sole discretion, determine. Any surplus shall be paid to Borrower. Borrower shall be liable for, and shall promptly pay on demand, any deficiency resulting from any such disposition of Collateral. 13. Acceleration Upon a Liquidation Event: Notwithstanding anything to the contrary herein, upon the occurrence of a Liquidation Event, any and all principal and interest due hereunder and under the Notes shall be immediately due and payable. (a) "Liquidation Event" shall mean a Change of Control of the Borrower or any liquidation, dissolution or winding-up of the Borrower. (b) "Change of Control" shall mean (i) the acquisition of beneficial ownership (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), directly or indirectly by any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than the Lender and its Affiliates, of securities of the Borrower representing a majority or more of the combined voting power of the Borrower's then outstanding securities; (ii) the failure, for any reason, of Lender and its Affiliates to have the right to appoint to the board of managers of the Borrower (the "Board") at least the number of managers that constitute more than S0% of the total number of managers on the Board; (iii) the holders of Units of the Borrower approve a merger or consolidation of the Borrower with any other corporation, other than a merger or consolidation that would result in the voting securities of the Borrower outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least a majority of the combined voting power of the voting securities of the Borrower or such surviving entity outstanding immediately after such merger or consolidation, and such merger or consolidation occurs; or (iv) the sale or disposition by the Borrower of all or substantially all of the Borrower's assets. (c) "Affiliate" shall mean, with respect to any Person, any other Person that directly, or through one or more intermediaries, controls or is controlled by or is under common control with such Person, with "control" for such purpose meaning the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities or voting interests, by contract or otherwise. (d) "Person" shall mean a person, corporation, partnership, limited liability company, joint venture, trust or other entity or organization. AUS01:307449.40 28 SDNY_GM_02759216 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246138 EFTA01330601 • • SDNY_GM_02759217 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246139 EFTA01330602 au au (e) "Units" shall mean a unit of membership of the Borrower. The foregoing definitions shall apply to the referenced terms throughout the Agreement. 14. Representations and Warranties: Borrower hereby represents and warrants for the reliance of Lender thereon, that on the date hereof and on the date of each Extension of Credit hereunder: (a) Pulv Organized. Borrower (i) is duly organized, existing and in good standing under the laws of the State set forth in the first paragraph of this Agreement, (ii) has its principal place of business at the location set forth in such paragraph; (iii) is duly qualified and licensed in every jurisdiction wherever necessary to carry on its business and operations, or, if not so qualified or licensed, such failure to be qualified or licensed will have no material adverse effect upon the financial condition of Borrower, and (v) is a "citizen of the United States", within the meaning of the Federal Aviation Act of 1958, as amended, and the regulations thereunder so long as any Obligations are due to Lender under the Debt Documents or otherwise. (b) Power to Contract Borrower has adequate power and capacity to enter into, and to perform its obligations, under this Agreement or any other Debt Documents. (c) Valid Agreements. This Agreement and the other Debt Documents have been duly authorized, executed and delivered by Borrower 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 general principles of equity and applicable bankruptcy and insolvency laws. • (d) Approvals. No approval, consent or withholding of objections is required from any governmental authority or instrumentality with respect to the entry into, or performance by, Borrower of this Agreement or any of the other Debt Documents, except such as may have already been obtained. (e) preach. The entry into, and performance by, Borrower of this Agreement and the other Debt Documents do not (i) violate any of the organizational documents of Borrower or any judgment, order, law or regulation applicable to Borrower, or (ii) result in any breach of, constitute a default under, or result in the creation of any lien, claim or encumbrance on any of Borrower's property (except for liens in favor of Lender) pursuant to, any indenture mortgage, deed of trust, bank loan, credit agreement, or other material agreement or instrument to which Borrower is a party. (f) Suits. There are no suits or proceedings pending or threatened in court or before any commission, board or other administrative agency against or affecting Borrower which could, in the aggregate, have a material adverse effect on Borrower, its business or operations, or its ability to perform its obligations under this Agreement or any of the other Debt Documents. (g) Financial Statements. All financial statements of Borrower delivered to Lender by Borrower, heretofore or hereafter, in connection with the Obligations have been prepared in all material respects in accordance with generally accepted accounting principles, fairly present the financial condition of Borrower in all material respects, and since the date of the most recent AUS01:31,7449.40 29 SDNY_GM1027i9218 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246 I 40 EFTA01330603 • • SDNY GM 02759219 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0024614 I EFTA01330604 t:0 financial statement, there has been no material adverse change in the financial or operating condition of Borrower. (h) Principal Business. Borrower is engaged in the business of buying, selling and generally dealing, at retail or otherwise, in aircraft, including, but not necessarily limited to, Borrower's Inventory. Purpose of Inventory. The ownership of Inventory is solely for the purpose of procuring the sale or exchange thereof to a buyer, or the use thereof by Borrower, in the ordinary course of Borrower's business. IS. General Provisions: (a) Governing Law. THIS AGREEMENT WAS MADE AND ENTERED INTO IN THE STATE OF KANSAS WITHOUT REGARD TO KANSAS CONFLICT OF LAW RULES 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 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, LENDER (AT ITS SOLE OPTION) MAY INSTITUTE LEGAL PROCEEDINGS IN ANY JURISDICTION AS MAY BE APPROPRIATE IN ORDER FOR LENDER TO OBTAIN POSSESSION OF THE COLLATERAL OR OTHERWISE PURSUE REMEDIES WITH RESPECT TO THE COLLATERAL. THE PARTIES HEREBY CONSENT AND AGREE TO BE SUBJECT TO THE JURISDICTION OF THE AFORESAID COURTS IN SUCH PROCEEDINGS. This Agreement may be executed in multiple counterparts which together shall constitute but one and the same instrument. This Agreement shall be binding on the parties. their heirs, executors, administrators, successors and assigns, provided, however, Borrower may not assign this Agreement without the prior written consent of Lender. (b) Enforcement of Agreement. It is understood and agreed that Lender shall have the right, at all times, to enforce the covenants and provisions of this Agreement in strict accordance with the teens thereof, notwithstanding any conduct or custom on the part of Lender in refraining from so doing at any time; and further, that the failure of Lender at any time to enforce its rights under this Agreement strictly in accordance with its provisions shall not be construed as having created, in any way or manner contrary to the specific terms and provisions of this Agreement, or as having in any way or manner modified, altered or waived such provisions. (c) Setoff. Lender may hold any sums of monies belonging to Borrower which come into the possession of Lender and may apply all or a portion of said sums of monies to any of the Obligations which are then due and payable, or to any other claims that Lender may have against Borrower. AU501:307449.40 30 SDNY_GM_02759220 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246 I 42 EFTA01330605 • SDNYGM02759221 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246143 EFTA01330606 (d) Third Party Claims. Borrower shall not assert against Lender any claim or defense Borrower may have against any third party with respect to the Collateral. (e) Time is of the Essence. Time is of the essence of this Agreement. Lender's failure at any time to require strict performance by Borrower of any of the provisions hereof shall not waive or diminish Lender's right thereafter to demand strict compliance therewith. Borrower agrees, upon Lender's request, to execute reasonably promptly any instrument necessary or expedient for filing, recording or perfecting any security interest granted to Lender pursuant to any Security Agreement executed and delivered by Borrower pursuant to this Agreement. All notices required to be given hereunder shall be deemed adequately given three (3) days after the date mailed if mailed by registered or certified mail to the addressee at its address stated herein, or at such other place as such addressee may have designated in writing. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof. NO VARIATION OR MODIFICATION OF THIS AGREEMENT OR ANY WAIVER OF ANY OF ITS PROVISIONS OR CONDITIONS SHALL BE VALID UNLESS IN WRITING AND SIGNED BY AN AUTHORIZED REPRESENTATIVE OF THE PARTIES HERETO. (f) Headings. Section headings contained in this Agreement have been included for convenience only and shall not affect the construction or interpretation hereof. (g) Reinstatement. This Agreement, and the security interests granted in connection herewith, shall automatically be reinstated in the event that Lender is ever required to return or restore the payment of all or any portion of the Obligations (all as though such payment had never been made). (h) Lender Assignment. Lender may (i) without the consent of Borrower, assign the right to receive payments under the Facility A Note to any one Person and/or under the Facility B Note to any one Person or under both Notes to any one Person, or sell participations in the Notes and in the Agreement to any one or more Persons; or (ii) with the consent of Borrower which shall not be unreasonably withheld or delayed, assign this Agreement in whole or in part (together with the Notes) to any Person or Persons; or (iii) without the consent of Borrower, assign the Agreement in whole or in part (together with the Notes) to any Person or Persons (A) who is not engaged in a fractional ownership and management business, (B) who has a rating of Baa or better by Moody's Investor Services or a rating of BBB or better by Standard & Poor's, and (C) who is capable of performing the obligations of Lender hereunder. Any Person who, prior to the assignment of this Agreement, is engaged in the business of lending shall be deemed "capable of performing the obligation of Lender hereunder" under clause (C) of the foregoing sentence. If, in the case of any assignment (but not in the case of any participation), the number of Lenders exceeds one Person, such Lenders agree to appoint an agent to act for all Lenders in relation to Borrower and the Collateral, pursuant to any agency agreement reasonably acceptable to Borrower. Borrower agrees that, if Borrower receives written notice of such an assignment from Lender, Borrower will pay all principal and interest and all other amounts payable hereunder or under the Notes or any security agreement executed and delivered by Borrower pursuant hereto to such assignee or as instructed by Lender. Borrower further agrees to confirm in writing receipt of the notice of assignment as may be reasonably requested by assignee. Borrower hereby waives and agrees not to assert against any such assignee, who is not a parent, subsidiary, or Affiliate of Raytheon Aircraft Credit Corporation (the original Lender under this 31 AUS01:307149.40 SDNY_GM_02759222 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246144 EFTA01330607 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, SONY 15, GM 02759223 and 17 EFTA_00246 I I 45 EFTA01330608 Agreement), any set-off, recoupment, claim, or counterclaim which Borrower has or may at any time have against Lender or any other assignor to such assignee for any reason whatsoever provided that the rights of any such assignee shall be subject to, and Borrower shall (without limiting any right to assert against Lender or any other assignor any claims or defenses Borrower may be entitled to assert against Lender or any other assignor, respectively, based on their respective actions or inactions (and not the actions or inactions of assignee)) be entitled to assert against any such assignee, any defense Borrower may have against Lender, assignee, or any other assignor to such assignee. (i) Borrower Assimunent. Borrower may not assign any of its rights or obligations under this Agreement without the express written consent of Lender. This Agreement shall be binding upon any successor-by-merger to Borrower provided however that this provision shall not be deemed to permit any merger that would violate Section 13 hereof. • • (j) Waiver. Waiver of any particular default shall not be a waiver of any other default. All of Lender's rights are cumulative and not alternative. The term "Lender" shall include any assignee of Lender who is the holder of this Agreement or a holder of one or more of the Notes. Any provision of this Agreement found by judicial interpretation or construction to be prohibited by law shall be ineffective to the extent of such prohibition, without invalidating the provisions hereof. All words used shall be understood and construed to be of such number, tense and gender as the circumstances may require. (k) Insertions. Lender may (i) insert dates, amount and Inventory serial numbers and descriptions when known in any documents related hereto, including, without limitation, any Security Agreement executed and delivered by Borrower pursuant to and in connection with this Agreement and filed with the FAA; and (ii) correct any patent errors or omissions therein or in this Agreement. (I) Jury Trial. THE BORROWER AND LENDER UNCONDITIONALLY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT, DIRECTLY OR INDIRECTLY, OF THIS AGREEMENT, ANY OF THE OTHER DEBT DOCUMENTS OR OTHER RELATED DOCUMENTS, ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER TO THIS TRANSACTION AND/OR THE RELATIONSHIP THAT IS BEING ESTABLISHED BETWEEN THEM IN THE DEBT DOCUMENTS. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT (INCLUDING WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS). THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (EXCEPT ANY WRITING SIGNED BY BOTH PARTIES HERETO, AND THE WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT. THE DEBT DOCUMENTS, OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THIS AGREEMENT. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT. AUSOI 307449.40 32 SDNY_GM_02759224 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246146 EFTA01330609 • • SDNY GM 02759225 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246147 EFTA01330610 tD CD tv to IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the day, month and year herein above written. • • RAYTHEON AIRCRAFT CREDIT CORPORATION (Lender) B Name: Andrew A. Matthews Title: President FLIGHT OPTIONS, LLC (Borrower) By: (Signature) Name: (Complete Name of Signer) Title: SDNY_GM_02759226 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246 I 48 EFTA01330611 • • SONYGM_02759227 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246 I 49 EFTA01330612 IN WITNESS WHEREOF, the panies have caused this Agreement to be executed as of the day, month and year herein above written. RAYTHEON AIRCRAFT CREDIT CORPORATION (Lender) By: (Signature) FLIGHT OPTIONS, LLC (Borrower) ‘ 14) By: 6 (Signature) Name: Name: Hark E. Brody (Complete Name of Signer) (Complete Name of Signer) Title: Title: Chief Financial Officer SDNY_GM_02759228 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246150 EFTA01330613 • • SDNY_GM_02759229 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0024615 I EFTA01330614 Q1 ta Pa .4 W 19A APPENDIX A TO THE AMENDED AND RESTATED AIRCRAFT DEALER FLOOR PLAN FINANCING & SECURITY AGREEMENT DATED JUNE i2 2003 SDNY_GM_02759230 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246152 EFTA01330615 • • SDNY_GM_02759231 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246 I 53 EFTA01330616 ia ut SONY_GM_02759232 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246154 EFTA01330617 • • SDNY GM 02759233 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246 I 55 EFTA01330618 SCHEDULE A TO THE AMENDED AND RESTATED AIRCRAFT DEALER FLOOR PLAN FINANCING & SECURITY AGREEMENT DATED JUNE L; 2003 Capitalized terms not defined in this Schedule A shall have the meanings assigned to them in the Amended and Restated Aircraft Dealer Floor Plan Financing & Security Agreement identified above and to which this Schedule A is attached. The terms of this Schedule A shall apply to any and all Extensions of Credit made on or after the date hereof. I. The amount of the Original Note described in the third WHEREAS clause of this Agreement isn't", 2. The amount of the Amended and Restated Note described in the fifth WHEREAS clause of this Agreement 3. The amount of the Facility A Note described in Section 1(b) of the Agreement to which this Schedule is attached is . The amount of the Facility B Note described in Section 1(c) of the agreeme o w Ic this Schedule is attached is - 4. Lender's wire transfer instructions referred to in Section 2(a) of the Agreement are as follows: 5. Definitions: "A lica a " during the term of the Notes shall annum) which rate shall adjust on the corrunenceme each Interest Period. "Business Day" means any day that is not a Saturday, Sunday, or other day on which commercial banks in New York City are authorized or required by law to remain closed and shall also exclude any day on which banks are not open for dealings in dollar deposits in the London interbank market. "Interest Period" with respect to the initial interest period as regards any Extension of Credit made under this Note, the period commencing on the date such Extension of Credit is made AUS01:307449.40 SDNY_GM_02759234 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 0024(3156 EFTA01330619 i • SDNY GM 02759235 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246157 EFTA01330620 and ending on the first day of the following April, July, October or January, whichever month comes first, and thereafter the period commencing on the date that the immediately preceding Interest Period expires and ending on the first day of the following April, July, October or January, whichever month comes first, provided further, an Interest Period shall end on a Payment Date. "LIBOR Rate" means the interest rate equal to the three (3) months London Interbank Offered Rate (Libor) quoted in the Wall Street Journal on the first day of each January, April, July or October, as applicable, provided, however, that if the rate described does not appear in the Wall Street Journal on any applicable interest determination date, LIBOR shall be the rate determined by Lender in good faith based on the offered rates for deposits in dollars for ninety (90) days that are then offered by major banks in the London interbank market. LIBOR shall be adjusted on the first Business Day of each calendar quarter to reflect any increase or decrease in LIBOR as of that date. 6. In addition to the payments of principal provided above in Section 2, interest at the Applicable Wholesale Rates, as indicated above, shall be due and payable on each Payment Date. AUS01:307449.40 SDNY_GM_02759236 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246158 EFTA01330621 • SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, SONY 15, GM 02759237 and EFTA_00246 17 1 I 59 EFTA01330622 t.4 to SCHEDULE B TO THE AMENDED AND RESTATED AIRCRAFT DEALER FLOOR PLAN FINANCING & SECURITY AGREEMENT DATED JUNEn- 2003 MAXIMUM AMOUNTS OF OUTFITTING ALLOWANCES • Aircraft Model Type Citation let' Beechjet 400A Citation 560 Citation 650 Hawker 800XP Falcon 50 Citation X Challenger 601 Gilroy= IV Maximum Outfitting Allowance I The amount for outfining the aircraft other than the engines shall not exceeding AUS01:307449A0 SDNY_GM_02759238 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246I 60 EFTA01330623 7 • • SDNY_GM_02759239 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246161 EFTA01330624 EXHIBIT A TO THE AMENDED AND RESTATED AIRCRAFT DEALER FLOOR PLAN FINANCING & SECURITY AGREEMENT DATED JUNE 12.2003 FORM OF FACILITY A NOTE • MJS01:307449.40 SDNY_GM_02759240 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246162 EFTA01330625 • • SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, SDNYGM02759241 15, and EFTA_00246 17 1 I 63 EFTA01330626 Ri EXHIBIT B TO THE AMENDED AND RESTATED AIRCRAFT DEALER FLOOR PLAN FINANCING & SECURITY AGREEMENT DATED JUNE I 2- 2003 FORM OF FACILITY B NOTE • AMIN:307449M SDNY_GM_02759242 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246 I 64 EFTA01330627 • • SDNYGM02759243 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246165 EFTA01330628 EXHIBIT C TO THE AMENDED AND RESTATED AIRCRAFT DEALER FLOOR PLAN FINANCING & SECURITY AGREEMENT DATED JUNE 2003 FORM OF FINAL COMPLETION CERTIFICATE • Reference is hereby made to the Amended and Restated Aircraft Dealer Floor Plan Financing Agreement (the "Agreement") made June 2003 by and between Raytheon Aircraft Credit Corporation, a Kansas corporation, having its principal office at 10511 East Central, Wichita, Kansas 67206 ("Lender") and Flight Options, LLC, a Delaware limited liability company, having its principal place of business at 26180 Curtiss-Wright Pkwy., Richmond Heights, OH 44143 ("Borrower"). Except as otherwise provided in this Final Completion Certificate (this "Certificate"), each term that is used in this Certificate and defined in the Agreement shall have, for purposes of this Certificate, the meaning ascribed to such term pursuant to the Agreement. With regard to the Extension of Credit made on the date of , in the amount of Dollars (S ), of which amount a portion equal to Dollars (S ) was attributable to the Outfitting Allowance extended as of the Borrowing Date land with regard to the requested Extension of Credit in the amount of and consisting of the (portion of the ) balance of the Outfitting Allowance pursuant to Section I(g)(iii) of the Agreement,j for the purpose of outfitting the aircraft identified in the Procurement Budget delivered in connection with such Extensionfs) of Credit, Borrower hereby certifies to Lender as follows: 1. the outfitting to be financed with the proceeds of the Subject Outfitting Allowance is complete; and 2. concurrently with the delivery of this Certificate to Lender, Borrower is delivering to Lender true and copies of the invoice or invoices, or other statements substantiating the actual Procurement Costs incurred by Borrower in connection with such outfitting. Date: AUS01:307449.40 Flight Options, LLC By: Name: Title: SDNY_GM_02759244 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246166 EFTA01330629 • SONYGM02759245 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246 I 67 EFTA01330630 EXHIBIT D TO THE AMENDED AND RESTATED AIRCRAFT DEALER FLOOR PLAN FINANCING & SECURITY AGREEMENT DATED JUNE , 2003 FORM OF SUPPLEMENTAL AIRCRAFT INVENTORY SECURITY AGREEMENT • AUS01:307449.40 SDNY_GM_02759246 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246168 EFTA01330631 • Y14001)10 AM VPIOHV1)10 have I hereby certify that 1 SZ C tild 91 tie SOP compared the fore- . 99919 with the original 1401.1,O3.1.5103$ li‘ti0tdvecanpy° Ills a true and correct I9 YV 3 'um 03113 t C e iA a la e pe arca -, SDNY_GM_02 759247 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246169 EFTA01330632 U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION CROSS-REFERENCE-RECORDATION SEE CONVEYANCE NO 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 Security Agreement DATE EXECUTED February 14, 2005 FROM Flight Options LLC DOCUMENT NO. Z0060 (0% TO OR ASSIGNED TO Raytheon Aircraft Credit Corporation DATE RECORDED ...--"---- 7/ 21 12C0 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: AIRCRAFT (List by registration number) I Mini NI IMI1FR INVOLVED 10 N397CW N731TA N739TA N783TA N775TA N787TA17 N744TA N792TA N455CW N517CW Engines: Garrett TFE 731-3 Serial Number. P-87336 P47200 P-76I95 1-76154 P-76153 Pratt & Whitney JTI 5D-5 Serial Number: PCE-JA0316 PCE-JA0317 PCE-JA0288 PCE-JA0285 PCE-3A0238 PCE-JA0236 PCE-JA0322 PCE-JA0323 PCE-JA0287 PCE-JA029I PCE-JA0259 PCE-3A0258 PCE-3A0298 PCE-JA0299 ICE-JA051I PCE-JA0510 ENGINES I TOTAL NiRARER INVOLVED 71 MAKE(S) See above list SERIAL NO. See above list PROPELLERS I TOTAL 1411MRER INVOI VFD MAKE(S) SERIAL NO. SPARE PARTS -LOCATIONS I TOTAL NI IMRFR INVOI VET) LOCATION RECORDED CONVEYANCE FILED IN: N397CW 650-0107 Cessna 650 SDNY_GM_02759248 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA )0246170 EFTA01330633 SDNY_GM_02759249 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246171 EFTA01330634 Kea am /110434E LAM suns Cr manta DEPIATMENT OF TROOPOIRAIISR Mat MelaTION Ablinknin aloallOSTAIIIICINWIWAL . - C3 (it CERT ISSUE DATEW `JUN 2 1 2005 Cana AIRCRAFT REGOITRATON OPPUCC1ON WRFC SAWS REONITRATOLI warn Si 787Th AIRCRAFT MANUFACTIASER A a Rarthacn Aircraft CcmPenY 400A SS mover SERIAL No IV zo FOR FM USE ONLY TYPE a REOISTPARON (CARE as Pa) 0 E PAWS 0 2. Pons* 0 3. Capone Gy 4. coon' 0 A (iao- 0 A 14Malinn NAME CF APPutoot ranonial Se En SS a ponoshp II reedit& cpoo In now. Int in arel akk1/1 alail 1 S 1.) Air Ghislaine, Inc. 6.25% of 10)6 • ee Attacharnt afticji. (4 45.0s .) CS IILEPICOR MOWER I ) AEORISS Moons meg awns' Pe PP Son itaist1s1 1 0 Km to as. ;Prod new Pool Poo bo 0/101.^) c/o: Flight Optiais, LW Monte Ira sea 25.1wAirtissriazight_Parkey New non: PO. Soo MY Richrond Heights RqE di PIP COO 44143 0 CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS AITENTIONI Rad the following Matenworit before signing this application. This portion MUST be completed. A 'alp* olden...I als.n sty **gaze in In opr000too mw Lio May PaProPI of In. 6 . 1,/' or reran ,/ es. Til• It 3.‘ lam 1 CERTIFICATION we any MIMI re atom .renal • 0.1,00 t t• 01101119100 Ciplcoil Ow Mann (Mae 101,0161,111 0/ ay ure vows clot yoSto out siS• ore saw I. or CPIECK ONE AS APPIADPAIEE a 0 A i. AR — S mongol (Fro b RI or loon 14511 No a OCA nanslimin Oneralkel ewe me aces buns war to lad of SI nelnalS ow said teas is bowl wel prinwtt used Al IS /flea Stan 11000•390, 119•4 tan an aridiala ta, insommica al a) le Fe anal 0) TAM Poo II•161000 NOTE: It TYPE OR I . H 44143 is 2a wichind Hts - C et omen weave a tm tom Had von the Few *Sion mese. omen lot commies all &prams mow Hp Use Myna $13. II nitossoll. NAME T. SIGNATURE a c nniAssistant Secretary Options, 1LC OATE I OASCS R. lAutetmin acting as AttorneyIn-Fact for Air Chislaine, DALE Inc.. 3. \ ova Tan Pre roe es to Cavaloffile 0 Anell lisancei. Fe earn mat be mows tome ea in we el W tert. tut% tee me Fe Pellt topy 01 an 10.10.10Imatacerradinte Swift AC Fin 41X0-1 MOP KI62•004INKIM SONY_GM_027592S0 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00246172 EFTA01330635 • • VIIOHY1310 A.1,10 V110/01)10 - Z0 E bid St NOP SW. 80 14014,usis3a idvasinv VV.11411/4 03114 SDNY_GM_02759251 :T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00246173 EFTA01330636 ATTACHMENT TO AIRCRAFT tEGISTRATION APPLICATION deaseed -15-Cg Reg #: N787TA Model: Raytheon Aircraft Company 400A SIN#: RK-260 Name of Applicant: Bergen Southwest Steel, Inc. Grand!Sakwa Transportation, LLC Coronado & Associates, LLC Kirk Air, LLC Grand/Sakwa Transportation, LLC Brookvale Express, LLC Belford Management Services, LLC J. Stark Thompson John P. Hayes Owning an undivided Interest of: Stephens Investment Management, LLC Renegade Swish, LLC Longley Supply Company Flight Options, LLC Signatures: amos R. Dauterman James R. Dautcrman 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 18.75% of 100% Tide: Assistant Secretary of Flight Options. LLC acting a -Attorney-in-Fact for Address: Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto . Date: Aisistant Secretary of Flight Options. LLC for #14 (94.5-0S By signing above, the applicant agrees and stipulates (I) to the terms, conditions and certification of the AC Form 8050-1 Aircraft Registration Applicatto, to which this page is attached Otte "AppliCatien"). (II) that all of the information set 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 same application. SDNY_GM_02759252 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246174 EFTA01330637 VII.O.HV1)10 VFIONV1NO 20 2. lid ST NOP SOO? 118 NOILVIIIS10311 idYVOWV Vird R1174 03113 SONY GIA_-02759253 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246175 EFTA01330638 FORM APPROVED OMB NO 2120-0042 UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE S S 0 2 2 8 2 3 CONirt MICE RECORDED . JUN 21 Pil 3 59 FEDERAL AVIATION ADMINISTRATION Do Nol FOR FAA USE O AA In nes Block ONLY 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 200,5 NUMBER N 787TH AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-260 DOES THIS 107" DAY OF JUNE, 2005 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: PURCHASER NAME AND ADDRESS (IF INDIVIDUAL (5). GIVE LAST NAME, FIRST NAME. AND MIDDLE INITIAL.) LONGLEY SUPPLY COMPANY 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 10TH DAY OF JUNE, 2005. SELLER NAME (S) OF SELLER (TYPED OR PRINTED) • SIG. TURE (S) um I ) (IF CUTED CO- ERSHI•. ALL SIGN.) TITLE (TYPED OR PRINTED) FLIGHT OPTIONS, LLC ASSISTANT 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 93x/s693 WSS ?9,63403(50 SDNY_GM_02759254 Ca Ca It 425 Ln P•2 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 1O, 15, and 17 EFTA 00246176 EFTA01330639 VWOHV7N0 lo VW0HrINO ZO 2 bid Sr Nnr 5003 NOUV8161338 1.4.18cs8IV VV.! HIM ants SDNY_GM_02759255 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246177 EFTA01330640 U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION CROSS-REFERENCE-RECORDATION SEE CONVEYANCE NO FILING DATE: This form is to be used in cases where a conveyance covets 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 See YY040 I 51, Location C591 pg.5 Amendment to Security Agreement DATE EXECUTED 4-5.2005 FROM Flight Options. LLC DOCUMENT NO. 55022819 TO OR ASSIGNED TO Raytheon Aircraft Credit Corp. DATE RECORDED June 21, 2005 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: AIRCRAFT' (List by regisMilion number) I TOTAL NI INAIWR INVOI VFD 6 N893CW N8%CW N787TA/ N456CW N604TA N525CW ENGINES: Honeywell Intl TFE731.5BR P-107751 P-107748 P-107575 P-I07567 Pratt & Whitney Canada JT I 5D-5 PCE-JA0287 PCE-JA0291 PCE-100292 PCE-100258 Pratt & Whitney Canada PT6A-42 PCE-P10330 PCE-P10329 Pratt & Whitney Canada JT I5D-5A PCE-108456 PCE-I 08459 ENGINES I TOTAL NUMRER INVOI VED 12 MAKE(S) SEE ABOVE SERIAL NO. SEE ABOVE PROPELLERS I TOTAL NUMBER INVOI VFII MAKE(S) SERIAL NO. SPARE PARTS -LOCATIONS I TOTAL NIIMRER INVOI yrn LOCATION RECORDEDCONVEYANCE FILED IN: N893CW, RAYTHEON AIRCRAFT CO HAWKER 800XP, SiN 258603 AC FORM 8050-2.3 (1.96) (11052-00-912-6000) SDNY_GM_02759256 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246 I 78 EFTA01330641 SDNY_GM_02759257 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246 I 79 EFTA01330642 U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION CROSS-REFERENCE—RECORDATION SEE CONVEYANCE NO 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 Aircraft Inventory Security Agreement DATE EXECUTED 3/18/05 FROM Flight Options LLC DOCUMENT NO. YYOY0 I51 TO OR ASSIGNED TO Raytheon Aircraft Credit Corp DATE RECORDED 5- e -OS— THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: AIRCRAFT (Lin by registration/lumber) I TOTAI NUMBER INVOI vFn 6 N893CW N456CW N896CW _., N604TA N787TAV N525CW Honeywell Intl . TFE731.5BR P-107751 P-I07748 P-107575 P-107567 Pratt & Whitney Canada JTI5D-5 PCE-JA0287 PCE-3A0291 PCE-100292 PCE-I 00258 Pratt & Whitney Canada PT6A-42 PCE-P10330 PC&P10329 Pratt & Whitney Canada JT I5D-5A PCE-108456 PCE-I08459 ENGINES I TOTAI NUMBER INVOI %MD V? MAKE(S) See above list SERIAL NO. See above . PROPELLERS I TOTAI NUMLIFR INVOI yrn 0 MAKE(S) SERIAL NO. SPARE PARTS -LOCATIONS I TOTAI NI IMRFR INvol.vrn 0 LOCATION RECORDED CONVEYANCE FILED IN: N893CW, Raytheon Aircraft Company Hawker 800XP, serial 258603 AC ( )( 52-00-M24800) SDNY_GM_02759258 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246 I 80 EFTA01330643 SDNY_GM_02759259 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246181 EFTA01330644 U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION CROSS-REFERENCE—RECORDATION SEE CONVEYANCE NO FILING DATE: This font, 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 involve . TYPE OF CONVEYANCE Aircraft Security Agreement DATE EXECUTED 4/1/05 FROM Flight Options LI.0 DOCUMENT NO. VY TA -6150 TO OR ASSIGNED TO Raytheon Aircraft Credit Corp DATE RECORDED t - CI - OS THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: AIRCRAFT (Liu by regtsuatxm number) I MIA! NIIMRFR INVOl VFD 7 N440CW N456CW N699CW N731TA N775TA ...... N787TA N6 I TTA Pratt & Whitney Canada Ltd JTI 5D-5 Pratt & Whitney Canada Ltd PT6A-42 PCE-100260 PCE-I 00261 PCE-P10483 PCE-P10479 PCE- I 00292 PCE- I 00258 PCE-JA0316 PCE-JA0317 PCE4A0322 PCE-JA0323 PCE-.140287 PCE-3A0291 General Electric CF34-3A 350250 350263 ENGINES I TOTAI NUMRFR INVOI wn 14 MAKES) See above SERIAL NO. see above PROPELLERS I TOTAI NIIMRFR Nyco .vnn 0 MAKE(S) SERIAL NO. SPARE PARTS -LOCATIONS I TOTAI NIIMRFR (NM VFI, 0 LOCATION RECORDED CONVEYANCE FILED IN: 1.1440CW, Beech 400A. serial RK-40 AC FORM $050-23 (1.96) (0052-004324000) SDNY_GM_02759260 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246 I 82 EFTA01330645 SDNY_GM_02759281 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246183 EFTA01330646 U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION CROSS-REFERENCE—RECORDATION SEE CONVEYANCE NO 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 (N482CW - F73635 et al C005, Pg I) Amendment to Promissory Note and Security Agreement (Subst) DATE EXECUTED 4/21/05 FROM Belford Management Services LLC DOCUMENT NO. YY040066 TO OR ASSIGNED TO Bank of America NA - administrative agent DATE RECORDED April 29, 2005 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: AIRCRAFT (List by registrationnumber) I TOTAL NI IMRFR MVO! vrn I N787TA 4../. Replaces & Releases: N482CW Pratt & Whitney Canada JTI5D-5 PCE-JA-0213 PCE-JA021I ENGINES I TOTAI NIIMRFR INVOINFD 7 MAKE(S) Pratt & Whitney Canada JTI5D-5 SERIAL NO. PCF4A0287 PCE-JA0291 PROPELLERS I 'wrist AnRARER IsivetvEn 0 MARES) SERIAL NO. SPARE PARTS —LOCATIONS I TOTAL NIIMRFR INVOI %/En 0 LOCATION RECORDED CONVEYANCE FILED IN: N482CW, Raytheon Aircraft Company 400A, serial RK-222 AC FORM $050.23 (1146)(0052a5824000) SDNY GM 02759262 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246184 EFTA01330647 SDNY GM 02759263 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246 I 85 EFTA01330648 FORM APPROEID a. RA !MOM la a UNITED SPIES OF AVOCA oemmuert OF TRANSPORIATKIM PISEAR; eaRsas AlatIlibriONa IN:I lillanT MIN011ata. COITS . AIPCRAFT moammom APPIXAMIN 0.5 CERT. ISSUE DATE 0) wn mis alerto emAnoai• Hume N 787tH m MOW MANJFA(IIIRER a MOM Itantiece Aircraft CarcerlY 4COk PR 29 2a(15 mow, WAAL Me YY RC- 260 FOR FM USE ONLY 1W! Of PCOgrnumote lash enad itei O I. intials O 2. POSSMIP O 3. Oneralen Coate O a awn O S..."4:amn NNE OF APFECWE (Pao, Nom m tem et crailts ll Sea SA• RN nava en neeR. •• " 00 la/ 11, I.) Air thislaine. Lt. 6.256 of 1039.% (lee Attadrent 404.(etak +0.1:4:5 ) Tama, must., I ADDRESS pierawa misart i r eht %Myr Ir. lex I wet OMICO Mews noun on ) 26183 Orrtiss - Wrir Parkway were. aid Mt PAS RAS PD. Ilic CITY Richard !bights SOME CH ZIP COOS 44143 O CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS Arremom Reed the following statement before signing this SpOREAllOn. This portion MUST be completed. A leleentslonea now lb it" pedal n ern Warn if to ranch V pinshroort by Ono aril' a nwryommet FIS. Cede. Me a Sc. 108.) CERTIFICATION IWE GERM^. III ,AN Os armMOM is end ly IPS Leasaia'ed Sort. S a s ober le-cs.Ona COPOnleell el Oa Mid Sena Pa VETS Ilia OAP nom el imam I. of O4EOc ENE AS APPROPRIATE: a. O A wave a s SS alba (Fa 1-I31. a Form 1461) NO. b. GMA coalmen papanabp none era derg bans weer es Ian 0 taw) DelaWare iscst and - indttreakontnalrotArLtstrfrirt.reveres-- 03.. erne is tobr imams Isar Oro bon a to *O. Wray. gm M Its *0 Nola a Orooap rs arlad or re bed lied *in Pt NSW ...4m .0"sC r IS. NOTE' IT ImmIANI let ccreemenAID a Cyrano mud soon Use reVerS0 5469 II necessary TYPE PRI NAME SIGNANJ m ulAssistant Secretary - °prim', LW DATE 4i1S R. DAutentan MU as IrrFect for Air Ghi.slaine, on Inc. mu * \ DATE tore Panto nau cd Pe Carlaceisc d Mena MOWS Me Sava miry bir Opera let • peed na e ass al. deft S Ste MS Pe Pea ceps of lee apteasten met be deed el Neal AC FORE MI WON COMUINKIHOM SDNT_GM_02759264 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00246186 EFTA01330649 • VIWEIV1NO -" All0 VVIOHV1NO IS: .Z Wd TZ 8d61 dO NOLLVIIIS1338 VV2 HUM 03113 SONY_GM_02 759265 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00246 I 87 EFTA01330650 ATTACHMENT TO AIRCRAFT REGISTR TION APPLICATION it -9(...435 Reg II: N787TA Model: Raytheon Aircraft Company 400A &NM: RK-260 Name of Applicant: Owning an undivided Interest of: 1.) 2.) Bergen Southwest Steel, Inc. 3.) Grand/Salon Transportation, LLC 4.) Coronado & Associates, LLC 5.) Kirk Air, LLC 6.) Grand/Sakwa Transportation, LLC 7.) Brookvale Express, LLC 8.) Belford Management Services, LLC 9.) J. Stark Thompson 10.) John P. Hayes 11:) Stephens Investment Management, LLC 12.) Renegade Swish, LLC 13.) Flight Options. LLC 14.) 15.) Signatures: outer man 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 25.00% of 100% Title: Assistant Secretary of Flight Options, LLC acting as Attorney-in-Fact for .4.5.6,7,8,9,10,11,12 Address: Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Date: tkoltrOC istant Secretary of Flight Options, LLC for #13 a-\OC By signing above, the applicant agrees and stipulates (I) to the terms conottions and cerbficalion of the AC Form 8050-1 Ascraft Registration application, to which INS page is attached (the 'Application'), (II) that all of the 'Son-nabob sei forth on the Application Is true and aired as ol this date, and (III) the Application may be executed by 010 co-owners by executing separate counterpart signature pages, each of mach when so executed and delivered shag be an original, but ell such counterparts shall together consume but one and the same application. SDNY_GM_02759266 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246 I 88 EFTA01330651 • YH0WIN0 All3 VI101O1)10 ZSZWd I2 NU SE US NOLLY211910311±3nouly...i WU KIM 03114 SDNY_GM_02759267 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA _00246189 EFTA01330652 FORM APPROVED OMB NO 2120-0042 U. S. DEPARTMENT UNITED STATES OF OF TRANSPORTATION ADMINISTRATION AMERICA FEDERAL AVIATION OF SALE YY090065 CONVEYANCE RECORDED FIR L DERAL DMINIS 6.25% 29 All 7 02 AVIATION I-RATION r Do Not write In This Block FOR FAA USE ONLY AIRCRAFT BILL 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 2065 NUMBER N 787TA AIRCRAFT MANUFACTURER & MODEL IRAYTHEON AIRCRAFT COMPANY 400A I AIRCRAFT SERIAL NO. RK-260 DOES THIS 0._ DAY OFKIR 2005 HEREBYSELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: PURCHASER NAME AND ADDRESS (IF INDIVIDUAL (S), GIVE LAST NME, FIRST NAME, AND MIDDLE INITIAL.) RENEGADE SWISH, LLC 26180 CURTISS-WRIGHT PARKWAY RICHMOND HEIGHTS, OH 44143 OF 100% 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,191 DAY OFfift, 2005. SELLER NAME (S) OF SELLER (TYPED OR PRINTED) SIGNAT S) (I INK) (IF FOR C FtSHI ,ALL S TITLE (TYPED OR PRINTED) FLIGHT OPTIONS, LLC aSTANT AMES R. DAUTERMAN SECRETARY ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER, MAY SE 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 Tr/7A0 ESIIMUILW SDNY_GM02759268 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_00246190 EFTA01330653 VV:0111/1:10 VislOWI1NO IS Z bid 12 Iiclii S003.- as i;JI1Vii1SI33a 11,71121;07.: , V7 I. 01.1M 03:114... • SDNY_GM_02759269 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246191 EFTA01330654 FORM APPROVED 42, OMR NO. 2120-0042 UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE IQ Ca '• . -4 'V 143 T 0 9 0 0 64 RECORDED 29 AM 7 02 AVIATION NATION , Write In This Block F Do Na OR FAA USE ONLY 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: UNITED STATES REGISTRATION NUMBER N 787TH 2005 OR AIRCRAFT MANUFACTURER & MODEL FECERAI. RAYTHEON AIRCRAFT COMPANY 400A ADMINIS AIRCRAFT SERIAL NO. RK-260 DOES THIS2MAY OF \'2005 HEREBY SELL, GRANT. TRANSFER AND DELIVER ALL RIGHTS, TITLE. AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: PURCHASER NAME AND ADDRESS (IF INDIVIDUAL (S). GIVE LAST NAME. FIRST NAME. AND PADDLE INITIAL.) STEPHENS INVESTMENT MANAGEMENT, LLC 6.25% 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 THISMSt -OF APR., 2005. SELLER NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) (IN INK) ECUTED F OWN SHIP ALL MUST TITLE (TYPED OR PRINTED) PAUL STEPHENS ISTANT SECRETARY JAMES R. DAUTERM F FLIGHT OPTIONS, LLC ACTING AS ATTORNEYIN-FACT FOR PAUL • STEPHENS 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_027 59270 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246192 EFTA01330655 TelOHEINO A113 vvioNvilo TS Z Wc1 12 BdU S007, H9 NOILVILLS1038 LJD33111y0 rdi IllIM 0311) 759271 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, SDNY_GM_02 15, and 17 EFTA_00246193 EFTA01330656 FORM APPROVED OMB NO. 21200042 YY090063 CONVEYANCE RECORDED APR 29 1119 7 02 AVIATION AMAIN'S iiiATION Do Na Mlle In This Block FOR FM USE ONLY CID co N as -4 ts UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N 7 87TA 2005 AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400.4 FEDERAL AIRCRAFT SERIAL NO. RK-260 DOES THIS 944. DAY OF f.f .S 2005 HEREBY-SILL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: PURCHASER NAME AND ADDRESS (IF INOMDUAL (S). GIVE LAST NAME. FIRST NAME. AND MIDDLE INITIAL.) PAUL STEPHENS 6.25% OF I00% 26180 CURTISS-WRIGHT PARKWAY RICHMOND HEIGHTS, OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE. HAVE AND TO HOLD TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THISDASC 2005. • DAY OFpeTa SELLER NAME (S) OF SELLER (TYPED OR PRINTED) SIG E (S) ON MK) (I XE DF OWNERS IP. L MU ON TITLE OR PRINTED) FLIGHT OPTIONS, LLC ASSISTANT 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_02759272 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 1O, 15, and 17 EFTA_00246194 EFTA01330657 VHOHV1NO 4110 VWOHV1)10 IS 2 Wci 12 MI SW NOIIVII1S1038 VVi HUM 03113 SDNY_GM_02759273 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246 I 95 EFTA01330658 FORM APPROVED OMB NO. 2120-0042 UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE Y Y 0 4 0 0 6 2 CONVEYANCE RECORDED NGS APR 29 fill 7 02 FEDERAL AVIATION ADMINIS DiATION DFORNot Were In Tnis Mx* FAA USE ONLY 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 N 787TA AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-260 DOES THISAIW DAY OF it 2005 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: Ce 111 CI) < (.4 X ce D 0. NAME AND ADDRESS (IF INDIVIDUAL (S). GIVE LAST NAME, FIRST NAME. AND MIDDLE INITIAL.) JOHN P. HAYES 6.25%0F 100% 26180 CURTISS-WRIGH'T 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 THISQ19 DAY OFK(4 2005. SELLER NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATU (S) ( INK) (IF E CUT D FOR O-• ERSHI ALL LISTS, TITLE (TYPED OR PRINTED) FLIGHT OPTIONS, LLC 1STANT 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 (9192) (NSN 00.52-00-629-0003) Supersedes Previous Edition liJ N) -4 SONYGM_02759274 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246196 EFTA01330659 VVIOtiV1NO A/10 Vi0HV1NO SS 2 Lid 121118 SOO?, US NOVHISID3U ISVUOUIV VV3 HIM 1:3311 SDNY_GM_02759275 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246197 EFTA01330660 FORM APPROVED OMB NO 2120-0042 UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE YY040061 CONVEYANCE. RECORDED APR 29 All 7 01 FEDERAL AVIATION ADMINISTRATION Do Write In This FOR Write FAA USE O Block ONLY 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 N 787TA /005 AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-260 DOES THIS 0 51 DAY OF %AN 2005 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: PURCHASER NAME AND ADDRESS (IF *ANIMAL (5). GIVE LAST NAME. FIRST NAME, AND MIDDLE INITIAL.) J. STARK THOMPSON 6.25% OF 100% 26180 CURTISS-WRIGHT PARKWAY RICHMOND HEIGHTS, OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE HAVE -1-St_ . AND TO HOLD TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS,) 2005. DAY OFIVefl, - SELLER NAME (S) OF SELLER (TYPED OR PRINTED) SIGN • RE (S) (IN INK) E CUTEDF O-OWNE r IP ALL MU SIG TITLE (TYPED OR PRINTED) FLIGHT OPTIONS, LLC ASSISTANT JAMES R. DAUTERMAN SECRETARY ACKNOWLEDGEMENT NOT REQUIRED FOR PURPOSES OF FM RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT. ". r ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052,09129t9093) Syper,sedes Previous Edition SDNY_GM_02 759276 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 fJ ai %.1 EFTA_00246198 EFTA01330661 VWOHV1NO AllO VPIOHV1H0 12 l Lid 12 2d9 SOO? EG NOUP8114038 1.0Valif filIM 0311 SDNY_GM_02759277 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246199 EFTA01330662 . - FORM APPROVED OMB NO. 2120-0042 UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N 787TA AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A 21, • AIRCRAFT SERIAL NO. RK-260 DOES THISt9119_DAY OF WA 2005 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: T T 0 0 0 6 0 CONVEYANCE RECORDED 05 APR 29 All 7 01 FEDERAL AVIATION ADMINIS riiATION Do Not Write In This Block FOR FAA USE ONLY PURCHASER NAME AND ADDRESS (IF INDNIDUAL (5). GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL.) BELFORD MANAGEMENT SERVICES, 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 THIS9A&I DAY oFfirC 2005. SELLER NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) N INK) (IF D F E' P. MUST TITLE (TYPED OR PRINTED) FLIGHT OPTIONS, LLC ,......)../".-- ASSISTANT AMES R. DAUTEFtMAN 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 • • . I " SDNY_GM02759278 e SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFI'A_00246200 EFTA01330663 VII0HV1:40 ALIO VPIOHtflUO TS 2 Wd 12 8dici SOO? afl 1101.1Y1:11.91038 VV3 1.111M 03113 SDNY_GM_02759279 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246201 EFTA01330664 FORM APPROVED OMB NO 2120.0042 YY090059 CONVEYANCE RECORDED APR 29 all 7 01 AVIATION DMINIS NATION Do Not Wine In This Block FOR FAA USE ONLY ei S21 t.) L" UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: . UNITED STATES REGISTRATION 2005 NUMBER N 787TH AIRCRAFT MANUFACTURER & MODEL FEDERAL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-260 DOES THISa\k.DAY OFWA, 2005 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: PURCHASER NAME AND ADDRESS (IF INDIVIDUAL (S). GIVE LAST NAME, FIRST NAME. AND MIDDLE INITIAL.) BROOKVALE EXPRESS, LLC 6.25% OF 100% 26180 CURTISS-WRIGHT PARKWAY RICHMOND HEIGHTS, OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE HAVE WS, AND TO HOLD TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 2005. DAY OFfell:205Srt w ...I -I IQ in NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) (IN INK) CUTED F R CO-OWN ALL M SIGN. TITLE (TYPED OR PRINTED) FLIGHT OPTIONS, LLC SISTANT JAMES R. DAUTERMAN SECRETARY ACKNOWLEDGEMENT (NOT REOUIRED 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) .i: t .n Supersedes Previous Edition . SDNY_GM_02759280 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246202 EFTA01330665 VWOHV1310 Al10 VHOEIV1NO TS 2 Wd 12 HeHI SOO? EE NOIIVELS1038 .1.AVEDEIV VV4 1IIIM 03113 SDNY_GM_02759281 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246203 EFTA01330666 U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION CROSS-REFERENCE—RECORDATION SEE CONVEYANCE NO FILING DATE: 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 (V006359, C -- , Pg --- ) Amendment to Aircraft Inventory Security Agreement DATE EXECUTED 4/5/05 FROM Flight Options LLC DOCUMENT NO. Y Y0 1001 I TO OR ASSIGNED TO Raytheon Aircraft Credit Corp DATE RECORDED 4- 25-0 C THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: AIRCRAFT (Liu by registration number) I TOTAI NUMBER INVOI yen 7 N381CW N735TA N407CW N497CW N787TA ,--- N797TA N728TA Pratt & Whitney Canada JTI5D-5 PCE-JA03113 PCE-JA0319 PCE-JA0387 PCE-JA0386 PCE-M0366 PCE-3A0365 PCE-140287 PCE-JA0291 PCE-M0300 PCE-JA0301 Honeywell Intl (formerly Garrett AiResearch) TFE731-58R P-I07272 P-107271 Honeywell Intl (formerly Garrett AiResearch) TFE73 I -3 P-87335 P-87336 ENGINES I TOTAI NIIMRFR iNVOI VFII 14 MAKE(S) See above SERIAL NO. see above PROPELLERS I IOTA' NI IM FR INVOl vrn 0 MAKE(S) SERIAL NO. SPARE PARTS -LOCATIONS I TOTAI NI IMRFR NVOI vrn 0 LOCATION RECORDED CONVEYANCE FILED IN N381CW, Cessna 650, serial 650-0111 (V006359, C319, Pg I) SDNY_GM_02759282 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246204 EFTA01330667 SDNY GM 02759283 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246205 EFTA01330668 U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION CROSS-REFERENCE-RECORDATION SEE CONVEYANCE NO FILING DATE: I This with form is to be used in cases where a conveyance covers several aircraft and engines, propellers, or locations. File original of this form the recorded conveyance and a copy in each aircraft folder involved. TYPE OF CONVEYANCE SUPPLEMENT SEE CONVEYANCE S I 22733 (C306, PG I) DATE EXECUTED 9/9/04 FROM FLIGHT OPTIONS LW DOCUMENT NO. TO OR ASSIGNED V `, 0399 iy TO RAYTHEON AIRCRAFT CREDIT CORP DATE RECORDED 41" /3 - 0C THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: AIRCRAFT (List by registration number) I rani. Ni RARER INVOI VFe) 21L N402CW N43ICW N456CW N407CW N787TA •"*"..-- N6 I9TA N525CW N845CW N730TA N4 I SCW N440CW N46ICW now ging.- ./N495CW N437CW N785TA N605TA N826CW NSSICW N707TA 1,17541A ENGINES MAKE(S) ( TOTAL NIIMRFR NON VED 40 SEE ATTACHED SERIAL NO. SEE ATTACHED PROPELLERS I TOTAI NUMBER INVOLVED MAKE(S) SERIAL NO. SPARE PARTS -LOCATIONS I T(TrAl NUMRER INVOI VET) LOCATION RECORDED CONVEYANCE FILED IN: N798TA, S/N RIC-I 98, RAYTHEON AIRCRAFT CO 400A • )( SDNY_GM_02759284 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246206 EFTA01330669 SDNY_GM_02759285 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246207 EFTA01330670 FOAM APPROVED OM No 2120:0042 at :1 UNITED SURER O AMMO OIRPATIENT OP TRANSPORTATION mega MAIM " Amenewomase TWITIKRIYARIONNIACAL COMM I, AIRCRAFT REOSTACIDNAPPUCAZICS4 ' a) Can. ISSUE DAT p Ism swis FINCTIWIC•1 MAW N787TA 0, AMORAFT AWILIFACTUFER & MODEL Raytheon Aircraft Company' 400A AM MAR yy APR 12 2005 SEAM No. RK-260 FOR FM USE ONLY TYPE OF RIOSTRATION Meth owl 'NO • '. • 0 i Individual O 2. Primal* O a ORPORIPOTI tift room OS Govt 0 S. P.2.%eitignan NAME OP IPPLICINT (Penon(4) Son on eAdiewo ol Gas* I IrdwONA 04* Noi eat fry nose. rd , weal I II, 7.) Flight Options, LLC 62.50% of 100% .(2.ee Attachment cidifea !..:7‘.04; .) 1/1EPTIONE PAPAWS I I MORES. (Pennowil nwlEr0 SOS rriur gartarortiggr illOrkses. Sacs esamemmare 0•41.4^, wawa arty 26180 Curtiss-Wright Parkway Nee RoAR Pa am. CITY Richmond Heights STATE OH ZIP CODE 44143 0 CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Reed the following statement Delon signing this application. This portion MUST be completed. A Moe a 0ar** ism t 0 'ant [rowan n ma Sawa ma, to gr0.42}4 fa ponsArrort by Aro and 'ann.-wenn II. OW* TOT It Sc. TOOT) CERTIFICATION 42,E CERTIFY (I) Thai We stow Oven * on* by SW tederopsw *plant Arc &gamy, (44:loonl 4070 •440,4) al Ow MAW Weds CAN wins Mat gla rens of OAS For. CRC( ONE AS APPROPRIATE: & 0 A NIMerd Oen ear rive mpotolon (Form 4.151 or Fom4 05611 No It 0 Asenolizon oroorston crated 4449 Oar* tmeneel tray the Win ol IsWe) Rd mid moot is base* aro wow./ Want* UM*, Sibs Ricons a now bath we Pala Tor Tr --a RI Rol to acre e n Amen* yaw Po lows a wry Taw o:teent. wd IJI That bad evaence onnint4p a aanid of nas Own *Id sin Iv Trams Avaton Aannatnna, NOTE II exeCuted 'or coonnersho ell avant, akig w2n Use reverse We iI noCessary TYPE O NAME L SIGNATURE r nth AN 'grant Secretar DAT,' e Options, LLC3.34:5 o awes R. Dautennan DATE of SMARM TOLE DATE NOTE PenOng mop ol Ow Col*** al Poodll Reglelmlon 14 amid, may to mead la awa, n a memo/ 90 dept 0.nro oath Wee PINK cal el NA Rokmon enal be end in to arcs* - AC km SOSO-I (Mb) 101620062SOOM SDNY_GM_02759286 :T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFIA_00246208 EFTA01330671 • • ViI0HVUO ALIO tillOtiViNo " 2 tdd IC litIld Sae 88 NOiltql.LSI038 8ir VVI HUM 031)4 SONY_GM_02 759287 1 :T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA 00246209 EFTA01330672 ATTACHMENT TO AIRCRAFT RE 1ST TION APPLICATION 3 -31-(S 1.) 2.) 3.) . 4.) 5.) 6.) 7.) 8.) 9.) 10.) 11.) 12.) 13.) 14.) 15.) Reg #: Model: SfN#: Name of Applicant: Air Ghislaine, Inc. N787TA Address: Shown on Original form hereto Raytheon Aircraft Company 400A RK-260 Owning an undivided Interest of: 6.25% of 100% Bergen Southwest Steel, Inc. 6.25% of 100% Shown on Original form hereto GrandlSakwa Transportation, LLC 6.25% of 100% Shown on Original form hereto Coronado & Associates, LLC 6.25% of 100% Shown on Original form hereto Kirk Air, LLC 6.25% of 100% Shown on Original form hereto Grand/Sakwa Transportation, LLC 6.25% of 100% Shown on Original form hereto Signatures: aulcnnan Title: Assistant Secretary of Flight Options. LLD acting orney-in-Fact for 1,2,3,4,5,6 Date: By signing above. the applicant agrees and stipulates (I) lo the terms. conditions and certification 01the AC Form 8050-1 Mash Registration Application. to which Mrs page is attached (the *Applicabon"). (II) that all of the information sot forth on the Application is true and cured 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 derwered shall be an original, but all such counterparts shall together constitute but one and the same application. SDNY_GM_02759288 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246210 EFTA01330673 VPI0HV1310 A113 Vi101O1)40 te 2 bid IC OW SOD? 88 NOIIVUIS133e114V$0211,/ VVJ filIM 0311j SDNY_GM_02759289 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0024621 I EFTA01330674 1 FORM APPROVED oms NO. 2120.0042 UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION Y AIRCRAFT BILL OF SALE i Y 0 3 9 9 0 9 C ORDED RP1 10 39 AVIATION S NATION Write In Block F Do Not OR FAA US TNs E ONLY FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL CONVEYANCE AND BENEFICIAL TITLE OF THE AIRCRAFT DES- RE CRIBED AS FOLLOWS: . UNITED STATES REGISTRATION 2005 APR 12 NUMBER N787TA AIRCRAFT MANUFACTURER & MODEL FtutK4L RAYTHEON AIRCRAFT COMPANY 400A ADMIN AIRCRAFT SERIAL NO. RK-260 DOES THISPTh DAY OF MAR., 2005 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: PURCHASER NAME AND ADDRESS (IF INDIVIDUAL (S): GIVE LAST NAME: FIRST NAME. AND MIDDLE INITIAL.) FLIGHT OPTIONS, LLC 6.25% 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 THISSOI OF MAR., 2005. ce 5 Is/ 0 NAME (S) OF SELLER (TYPED OR PRINTED) SIGp URE (S) (IN INK CUTED . ALL MU SIGN TITLE (TYPED OR PRINTED) PILGRIM COVE AIR, LLC STANT SECRETARY JAMES R. DAUTERMAN OF FLIGHT OPTIONS, LLC ACTING AS ATTORNEYIN-FACT FOR PILGRIM COVE AIR, LLC ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FM RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition 9WIEAD CO'S 18360143333 SDNY GM_02759290 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 1O, 15, and 17 EFTA_00246212 EFTA01330675 C .1 VWOHVlN0 All0 VP101O1N0 )..0 2 bid IC Mild SOD? /18 NOILVVIS1038 1448381V YYJ HII1A 03114 SDNY_GM_02759291 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246213 EFTA01330676 U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION CROSS-REFERENCE-RECORDATION SEE CONVEYANCE NO FILING DATE: This foam 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 (Master N798TA, conveyance SI22733 et al, C306, Pg I) Supplemental Aircraft Inventory Security Agreement DATE EXECUTED 11/30/04 FROM Flight Options LLC DOCUMENT NO. YY039890 TO OR ASSIGNED TO Raytheon Aircraft Credit Corp DATE RECORDED April 7, 2005 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: AIRCRAFT (IM by 'nub-moon number) I TOTAI NIIMRFR INVOI VFO 10 N494CW N440CW N422CW N432CW N457CW N482CW N787TA ✓ N257CW N270CW N824CW Pratt & Whitney Canada Ltd 11-1513-5 Pratt & Whitney Canada Ltd JTISD-4 PCE-100190 PCE-100220 PCE•71338 PCE400189 PCE- 100248 PCE-70597 PCE-100260 PCE- 100245 PCE-71469 PCE-100261 PCE-100289 PCE-71467 PCE-100223 PCE- I 00294 PCE-JA0213 PCE-JA0287 PCE-JA021I PCE-JA02511 Honeywell Intel TFE731-5BR P-91199 P-91258 ENGINES I TOTAI NIIMRFR INVOI vFri 70 MAKES) See Above SERIAL NO. See above PROPELLERS I TOTAI NIIMRFR INVOI VED 0 MAKES) SERIAL NO. SPARE PARTS -LOCATIONS TOTAI NIIMRFR INVOI VFII 0 LOCATION RECORDED CONVEYANCE FILED IN: N798TA, Raytheon Aircraft Company 400A, serial RK-198 AC FORM 8050-23 (1-96)(00.52-00-582-6000) SDNY_GM_02759292 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002462 14 EFTA01330677 SDNY_GM_02759293 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246215 EFTA01330678 U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION CROSS-REFERENCE-RECORDATION SEE CONVEYANCE NO 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 SUPPLEMENTAL AIRCRAFT INVENTORY SECURITY AGREEMENT (SEE MASTER N798TA, CONVI SI22733, C306, PG I) DATE EXECUTED 10/4/2004 FROM FLIGHT OPTIONS LLC DrvIIME141 NO. yyo 39813 TO OR ASSIGNED TO RAYTHEON AIRCRAFT CREDIT CORP DATE RECORDED 4 - THE FOLLOWING COLLATERAL IS COVERED BY.THE CONVEYANCE: 4 AIRCRAFT (List by animation ameba) 1 TOTAI NI IMRFR Twill VET) 16 N402CW N418CW N422CW N456CW N462CW N482CW N787TA •••••°- N793TA N729TA N754TA N816CW N862CW N3 I6CW N605TA N6 I9TA N257CW ENGINES I TWA! NI ISMER IN VOI WI) 32 MAKE(S) . SEE ATTACHED LIST SERIAL NO. SEE ATTACHED LIST PROPELLERS I TOTAL NI larnmi mann Vrn MAKES) SERIAL NO. SPARE PARTS —LOCATIONS I Trrroa NINTIFR INVO! vrn LOCATION • RECORDEDCONVEYANCE FILED IN: N798TA, S/N RK-I98, RAYTHEON AIRCRAFT CO 400A AC FORM 8050-23 (I-96) (00240-561-6000) SDNY_GM_02759294 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 0(1246216 EFTA01330679 SDNY GM 02759295 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002462 I 7 EFTA01330680 V006484 LOAN (For use on deals drawn underetfinkitacgr itI0IMPXgreement) FAA RELEASE 2005 1TIR 29 Pfl 3 29 FEDERAL AVIATION ADMINISTRATION to e Raytheon Aircraft Company Model 4O0A Manufacturer's Serial No. RK-260 Registration No. N787TA Engine Make and Model Pratt & Whitney JT15D-5 Engine Serial Nos. PCE-JA0291 & PCE-JA0287 Propeller Make and Model N/A Propeller Serial Nos. N/A The undersigned, assignee of the interest of Raytheon Aircraft Credit Corporation, Secured Party under the Security Agreement dated December 3O, J999 with Nassau Holdings, Inc. as Debtor, recorded by the Federal Aviation Administration on March 27 , 2000 as Conveyance No. NN019131* , which Security Agreement was assigned to the undersigned pursuant to the FAA Assignment dated as of Sempmher 22 , 2O03 recorded by the FAA on October 8, 2003 as Conveyance No. FF001657 , hereby releases all of its interest in the collateral covered by said Security Agreement. Qk°17' ) Dated this day of March 2O05 SEE RECORDED CONVEYANCE NUMBER AMC 19131.—if DOCK) 0 val. PAGESL BANK OF AMERICA, NATIONAL ASSOCIATION AS ADM RATIVE AGENT By: Kathleen M. Carry, Viet resident BA0063 The undersigned assignors hereby release all of their interest, if any, in the collateral covered by the Security Agreement described above. Dated this e a day of March, 20O5 . Raytheon Aircraft Receiva on By: Narne: Ardrew A. Mathes Title: President Raytheon Aircraft Credit By: N. : Title: President General Aviation Receivab C By: Nam : A. Mathaz Title: President This Release shall consist of this one page only, with no schedules, appendices or similar attachments attached hereto. *and FAA Assignment from Raytheon Aircraft Credit Corporation to Raytheon Aircraft Receivables Corporation and further assigned from Raytheon Aircraft Receivables Corporation to Bank of America, National Association as Administrative Agent dith Assignment dated 12/3O/99, MBIA GA IDAN Rpt VASE DCC recorded 3/27/0O, as Conveyance No. NN019131. SDNY_GM_02759296 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 1O, 15, and 17 EFTA 00246218 EFTA01330681 nW0HV1k0 A110 ViVONnyo 6" 9 WY 6 NU SOO? 88 NOI1ValS1038 VV1 UM 03111 SDNY_GM_02759297 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246219 EFTA01330682 FOAM Area:NW 0 OMI Mo. 212000M UNTO SIMS AMERICA OERVITIVENT OF TRANSPCRTATC.4 meat ma AlAmermncommat I' 0 sesstOmf AMMISercm meet 0) MICRAFT REGISTRATION Areutaar CERT. ISSUE DATE Q7 ienerrme N 787TA REGISTRATION KAMER nn AMCPAPT MANUFACIURER I MODEL Raytheon Aircraft Company 400A MICIWIt NAIL Ma V MAR 2 9 2005 RIC -260 • FOR FM USE ONLY TYPE OF REGISIRMON ICsoelt ell MA3 O 1. Mat O 2. Swinentro O 3. ceernleliOn qt Con O 5. Govt. O O. "Cln" NOME OF APPUCMff frerways/ Moan se Nemo et cewer00. II Inshiael gNo Ise ea Int net. NO MOD mai ill 2.) Air Ghislaine, Inc. 6.25% of 1002 See Attachment dtt -5...1_0 ;) • TIMPRONE MUMISPI: i / OECRESS'iPSe mare *Mrest b am AtAnsw• ISM no PEA SOX A C/O: flight Pientie Ird at 26180 Curtiss-Wright metre NS Mull Ise be ISemt/ Options, Parkway Mee Oka M: an Richmond Heights San 170 OH copE 44143 CI CHECK HERE F YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTE/TONI Reed the following statement before signing this application. This portion MUST be completed. A ISO a Syne, nee f0 tiny stew inn so:scow int, be pose. Pr polshrwrt try nu rrpricaurert is CODA Teo Ie. Sec MI CERTIFICATION RTE CERTIFY 01 ma le stem Moth 1/ oleml by Po wermirm swan me imam (nClurirg corosto-s, 0 Se Lad OSA. Fee mem te. eke a as mow A cc 0E01 ow AS APPRCPRIATE: • 0 A omelet don am Moo wont* Cram t.IS1 iv Fos 1411) Na b 1p A flaxen., coweon we tewe bins under Po Yes cA (00/1 Delmore " aro me moat N tame rd owe men its_Unded Seen _ Rain to Molt Immo an am- -----26183- friffit-Hooh-Rtchated Hts., tit Ol ma to .ale a r nolslood te ewe of erg tweir tally. ore IR off ye NOTE: TYPE O under evideet• or ante. • ~re a AM — See we, Po Fend Meson Panistoson If execulecl fee toomWSR9 le eppicarts must sign Use remise sde II necessary RINT NAM W SIGNATURE cN TUBE " ThE(ssistant Secretary of I? acting ..... DATE ... t" I-CS wises OATE Jams R. Dautenren ALECtaia fa Air GhlOrine, nic. le MOSSATURE ME 'VP 12 -a. OATS NOM IINInPng MOO or the Gnaw* <I Myna Rosmaance, my rib. met to comma foramina, rota acme or 90 dreyt deg one., two the PPM cows/Pe IFOOkaa• fruit to owned n ins Ansel AC Foe 809)-I 0/03) 8052.0042$1007) SDNY_GM_02759298 :I TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, ; EFTA_00246220 EFTA01330683 lno • ;O4014V110 xio vricalvtiO .22 t km 1, 111111190Z toisasisiou souatv G31I3 SDNY_Oil_02759299 7 TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA 0024622I EFTA01330684 ATTACHMENT TO AIRCRAFT REGISTRATION ,— APPLICATION G14/ 03*(e6 1 114:Th 1.) 2.) 3.) 4.): 5.) 6.) 7.) 8.) 9.) 10.) 11.) 12.) 13.) 14.) 15.) Reg if: Model: SIN#: Name of Applicant: Pilgrim Cove Air LLC N787TA Address: Shown on Original form hereto Raytheon Aircraft Company 400A RK-260 Owning an undivided Interest of: 6.25% of 100% Bergen Southwest Steel. Inc. 6.25% of 100% Shown on Original form hereto Grand/Sakwa Transportation. LLC 6.25% of 100% Shown on Original form hereto Coronado 8 Associates. LLC 6.25% of 100% Shown on Original form hereto Kirk Air, LLC 6.25% of 100% Shown on Original form hereto Grand/Sakwa Transportation, LLC 6.25% of 100% Shown on Original form hereto Flight Options, LLC 56.25% of 100% Shown on Original form hereto Signatures: Title: Date: Assistant Secretary of Flight Options. LLC acting er.47n> #1, as Attorney-in-Fact for ames R. Bowerman Assistant Secretary of Flight Options, or #8 3-1-0S 3-1-C6 By signing above. the applicant agrees and stipulates (I) to the terms. conditions and certification of the AC Form 8050-1 Aircraft Registrabon Application. to which INS page is attached (the "Application"). (II) that al of the information set forth on the Application is hue and curled 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. SCINIY_GM_02759300 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246222 EFTA01330685 Sr 14110W;MO X110 Vii01011)10 9Z I lAd L OW SOR N0WO31S10313 13\03010V 139 Vi i HIM 03113 SDNY_GM_02759301 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246223 EFTA01330686 FORM APPROVED 0448 NO. 2120-0042 UNITED STATES OF AMERICA , , U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE n n 6 Li 8 3 a 0 ''' ''' 07 m o RECORDE1 9 HI 3 16 AVIATI0N Do Not Write In This Block FOR FAA USE ONLY FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAIGONYEYANDE AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES 2005 elliR e REGISTRATION FEDERAL NUMBER N787TA AIRCRAFT MANUFACTURER & MODEL ADMINISTRATION RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-260 DOES THIS 31' DAY OF DEC., 2004 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: PURCHASER NAME AND ADDRESS (IF INDIVIDUAL (5). GIVE LAST NAME. FIRST NAME. AND MIDDLE INITIAL.) FLIGHT OPTIONS, LLC 6.25%0F 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 31" OF DEC., 2004. SELLER NAME (S) OF SELLER (TYPED OR PRINTED) ID-OWNERS '.A SIGNATURE (S) (IN INK) (IF E UTED FOR MUST SI ) TITLE (TYPED OR PRINTED) NASSAU HOLDINGS, INC. SSISTANT SECRETARY 6 JAMES R. DAUTERMAN OF FLIGHT OPTIONS, LLC ACTING AS ATTORNEYIN-FACT FOR NASSAU HOLDINGS, INC. ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FM RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition 9:07./BY8) mss LCRIEISEC60 SDNY_GM_02759302 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246224 EFTA01330687 M0HrIN0 All0 Vii0HVINO 8e T Lid L HBW SOO? NOI1V8181338 10808IV VVd PLUM 031li SDNY_GM_02759303 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246225 EFTA01330688 ToRu APPII0333- 3 Me .n 2120433.42 0 UNITED SDITES a AMERICA DEPAI010/0 OF TRANSPORTAnCed Illalii. MOM AOSIOT•JOSS 44= IiilOOST MOKOMUTCAL an AfICAAFT REOISTRAT3N APPLICalSil la CERT. ISSUE DATE‘ j wow STATES FILIGISTRAMNPILIABISi fil 787TA AIRCRAFT IsinUFACTURER a =a Raytheon Aircraft Company 400A AIRCRAFT Sete ft . So Lb RK-260 FOR FAA USE 01411 Ten Cs RECISTACIXIN fates we eau 0 I. Intashal 0 2. Penn*/ 0 3 OXPORIen IR 4. Co-owner 0 5. Govt 0 a-MX.4:M" NAME CS APPLCMn (RinCefil tom an eats claimant I kidnieo. 00 is rent Nil rot vd n. nos I • 7 2.) Air Ghislaine, Inc. 6.25% of 100% (SHe Attachment acRY,63 Scia 1510 . TaEPHONE MASER ( I MICOESS (Perneeneet mars sTana b lim akin SWF MEW t lest FITTewl""IFFFIF FIFO S too) ) C/O: Flight Options. LLC ranee. Feel ant 261Ril Curtiss -42i ht Parkway Al.i. Ras RO. Sew OTT Richmond Heights STATE OH DP COOS 44143 El 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. 111 A WAD of 4Wcooll war to wiry quasion r Na appleter nary to 9u.ndt to, prislimgri try AY and ' Of anr•OrnWel S. Calle N. S.c OM) CERTIFICATION IV& Cain: 0) TTRI la aaa MOM OSS l• Soso ei IA 0.30,39, 0 Feeleern too to it ow toot.. cowolool TT /Ill USN Oa aollna awl tee rime as ha. _ I. Or CHEOC ONE AS APPOIOPPIATE: a. 0 A emlekol aim me Om *Ostrow tForrn 1-151 or Fos 1450 No. e Ere Isinateln olgoralmoi agave° ana moo boats lady Me toof 0 Resel Delaware rap:on ami sisallerniaMeDillDittikliceMilteette itch, ot— wee f 2) Thal On OWN IS MI easkored ink. Na Ion al any los.. COofty, ovf (3) he legal wawa an Ourrilio 11 allachol a PAS Sr fief toin lhot Footorta know menarsvonn ion: ll ananal fa 03.3990(399 a afelcants ma sign Use mums ado d necessary TYPE 0 INT SIG/ URE V. . Tel-E Assistant Secretary Options, IIC OWE 1 • Q e-JCIE; a §e A r late R. DAuterrom ME as Attorney-intr for Air Chislaine, bc. SIGNATURE 1111.E ......* ..,,a .... RATE ten Peep rolooleilt* coruncos at Ants Rosivron. •• tom may is apnea inane et in mese 93 wri twee wee NM re ors aolnolll. lliplikofti mune wee in se Scroll AC Ran 40581 (5/03) (035800424400 SONY_GM_02759304 :T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFIA_00246226 EFTA01330689 • z viroHvivo vivoyrnio 92 s Wy S2 sooz 9 • .N.91.111111SI03111.1VVO • Yyd HUM 031Id SDNY_GNI_02759305 :T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00246227 EFTA01330690 ATTACHMENT TO AIRCRAFT REGISTRATION APPLICATION &OS 9-9FJCS. 1.) 2.) 3.) 4.) 5.) 6.) 7.) 8.) 9.) 10.) 11.) 12.) 13.) 14.) 15.) Reg #: Model: S/N#: Name of Applicant: Pilgrim Cove Air LLC N787TA Address: Shown on Original form hereto Raytheon Aircraft Company 400A RK-260 Owning an undivided Interest of: 6.25% of 100% Nassau Holdings, Inc. 6.25% of 100% Shown on Original form hereto Bergen Southwest Steel, Inc. 6.25% of 100% Shown on Original form hereto Grand/Sakwa Transportation, LLC 6.25% of 100% Shown on Original form hereto Coronado & Associates, LLC 6.25% of 100% Shown on Original form hereto Kirk Air, LLC 6.25% of 100% Shown on Original form hereto Grand/Sakwa Transportation, LLC 6.25% of 100% Shown on Original form hereto Flight Options. LLC 50.00% of 100% Shown on Original form hereto Signatures: amen Woman „isco O st il____ Assistant a Secretary of Flight Options. LLC for 3/9 ames auterman Title: Date: Assistant Secretary of Flight Options, LLC acting as Attorney-in-Fact for #1,3,4,5,6,7,8 a asp e Lb 07 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 which this page is attached (the 'Application"). (II) that all.ol the information set forth on the Application is true and currect as of this date, and the Application may be executed by the coowners by executing separate counterpart signature pages. each 01 band, when so executed and delivered shoe be an original. but all such counterparts shalt together constihiletut one and the same application. SDNY_GM_02759306 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246228 EFTA01330691 MOWN() ADO VHOH5'1X0 92 6 wd Sl 033 SOO? Us Native,' ISID3N 14VW3di VY:1 81114 03113 17 SDNYLGM_02759307 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246229 EFTA01330692 FORM APPROVED do OMB NO. 2t20-0042 UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE ta 00 6 4 8 2 a m in CE RECORDED PEI 3 11 AVIATION Do Not Write In This Block FOR FAA USE ONLY FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGALO.ONVEYA AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES 2005 FIN 29 REGISTRATION FEDERAL NUMBER N 787TH ADMINISTRATION AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-260 DOES THIS 24TH DAY OF FEB., 2005 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: PURCHASER NAME AND ADDRESS (IF INDIVIDUAL (S). GIVE LAST NAME. FIRST NAME, AND MIDDLE INITIAL.) 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 24TH OF FEB., 2005. CC w -I W cn NAME (S) OF SELLER (TYPED OR PRINTED) SIG URE (S) (IN IN IF E ECUTED FO CO.OWN RSHI •. ALL MUS N.) TITLE (TYPED OR PRINTED) FC CORPORATE AIR SSISTANT SECRETARY TRAVEL, INC. JAMES R. DAUTERMAN OF FLIGHT OPTIONS, LLC ACTING AS ATTORNEYIN-FACT FOR FC CORPORATE AIR TRAVEL 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 9:07_/2/3) C0'SS 91E/E1EC93D93 SDNY_GM_02759308 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246230 EFTA01330693 VPI0 A110 VII0NVUo 92 6 Ulf SZ 833 see _ M0UPIIIS13.3ti 1.OO8iv yvd Jam and SONY_GM_02759309 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246231 EFTA01330694 LOAN (For use on deals drawn under the September 1, 2003, Agreement) FAA RELEASE ' 9 0 0 6 4 8 1 CONVEYANCE RECORDED pinfLaci Pala cri Raytheon Aire Ciciffpn e13 atm Manu acturer's Serial No. RR-260 FECIDEIttctiikVhfalOIN787TA Engine Make and *DWIMut t&T WM tney _Tri 51)-5 Engine Serial Nos. PCE-JA9287 and PCE-JA0291 Propeller Make and Model N/A Propeller Serial Nos. N/A as (4 (4 The undersigned, assignee of the interest of Raytheon Aircraft Credit Corporation, Secured Party under the Security Agreement dated December 29, 1999 with Ft Corporate Air Travel Inc. as Debtor, recorded by the Federal Aviation Administration on March 27 , 2000. as Conveyance No. NN019133* , which Security Agreement was assigned to the undersigned pursuant to the FAA Assignment dated as of September 22 , 2003 , recorded by the FAA on October 8, 2003 , as Conveyance No. FF001658 , hereby releases all of its interest in the collateral covered by said Sccurity Agneeme t. Dated this CN day of February , 2005 SEE RECORDED CONVEYANCE NUMBER kM014 133 ab Dom Om OD- PAGE I BANK OF AMERICA, NATIONAL ASSOCIATION AS ADMINISTRATIVE AGENT By: Kathleen M. Carry, Vic resident BA0060 The undersigned assignors hereby release all of their interest, if any, in the collateral covered by the Security Agreement described above. Dated this Raytheon Aircraft Receive By: Name. Title: President day of February 2005 , on Raytheon Aircraft Credit • By: Name: Ararat A MIthrus Title: President General Aviation Receivab By: Nam This Release shall consist of this one page only, with no schedules, appendices or similar attachments attached hereto. *and assigned by Raytheon Aircraft Credit Corporation to Raythein Aircraft Receivables Corporation ("RARC') and further assigned by RARC to Bank of America', National Association as Administrative Agent by FAA Assignment dated 12/29/99, recorded 3/27/00 as MIA GA LOAN RELEASE DOC • Conveyance Number NN019133. SDNY_GM_02759310 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246232 EFTA01330695 VVIOHIMO ADO Vii0HV1NO 91 I Wd BZ 933 SOS 1401.1.1911S10311 1V21.0111V... VI HLIA 031313 SONY_GM_02759311 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246233 EFTA01330696 Fa Ga OPPRONED _ on Na roscombP .c. 05 UPATIO STATESOF ANE RtA DEPORTMEATT OF ITIANSPORTAMN PIMMAL Avianal MarMAIIONIKI owes AMICOMVIRAL cones APtcRAFT REGISTRATION AIMUCA31014 *4 NI CERT. ISSUE DATE Q IMMO ATES il RFAMTROOSTNNUNIER M 787TA AWAKE MAIREACTUMEN S MOOR Raytheon Aircraft Company 400A MRCRAFT SWIRL No SO U' RK -260 FOR FM USE ONLY TYPE OF ITEOFSTRAT ON Pock aes Mel 0 E MORERIM 0E. Pram* I7 3. CMOYobon OE COOMMIT DE. OWL 0 0. NAME OF APPUtANT (PorsOrM) slaw on NOOK* 04 ening, if aftvoysi. Om is t*. RN a Rd NOSS la I • . 3.) Air Ghislaine, Inc. 6.25% of 100% Gee Attachment aftalce Get ti lt, JJJ TELEPHONE NUMBER. I ) AMMO Re SIMI mare an fp I i A salt slaw P.O. VOX beset stern edam wail also tie News) c/o: Flight Options, LLC Naar MI Sat 26180 Curtiss Wrighh-Parkway Rue Saar eci. as STATE OTY Richmond Heights OH VP COOS 44143 0 CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION I Read the following staternent Wore signing this application. This portion MUST be.completed. A Mr a flohRofti Iva to orry [moo:nov.1 appicason ray e• on,v-Cs Ye pay-Venn,' allo in” r"PdaaVsn, is OR* nse it Sc .GPI CERTIFICATION in any (I) WO .0 Mom Mote *Ana Of T• o*AuGoor 44044coy.ho • a OMAR onOcito Onalfloos/ ea ad Mila (For Pa a 0.9 so 0 moo I. ix on ONI AS IPPICPRIATE a ceitra S. a a, mono, Awn I. I51 a Arm 1-561) Na tom made.% *nal mews led don;-5-5-5-5 allot An or OSSA -DOISAIRES.' his ac iv, 4rdl morrIgiriniVertIVIITrikrefri.h‘fty C.ittWOrlifirt% , OH (21 Rol to moon is not istOshoyO Rs lane • lair end 44143 mThe was scone . II TYPE OR PRINT ea. c as cowry. a°weep ea anachaciaha Hod tom MTo AoS teg Ammon as NARGING for 034,0Tenhc. a. •1704Carts most Sign Um Anon lidelinealatify SIG RE tent SecretarrE ght Options, L/C RE ames R. DAuterman inuacting as AttorneyFact # for Air Ghislaine, n Inc. SIGNATURE a 1111Ez • ti l l, (WE NOTE Racing masc.*. Casszw• or An* 114ApOracfn Ps amp may is °map a s MIMS aa SWOP 01 93 dl)s. a a um to PIP* a 0 0*- —a- ' ^uP b° 4.nr ' I, a#1 4 PC Fenn 00501 (SW) ISOSZCO620-Kn SONY_GICO2759312 TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFFA_00246234 EFTA01330697 • VVIOHV1NO All0 VHOHV1NO OS'OT WY hi 933 SOO? de NOLIVILSIO3U 13k/110)11V VV! 1111/A 031li SON Y_GM 02759313 :T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00246235 EFTA01330698 ATTACHMENT TO AIRCRAFT RE APPLICATION g.... -4O 1.) 2.) 3.) 4.) 5.) 6.) 7.) 8.) 9.) 10.) 11.) 12.) 13.) 14.) 15.) Reg #: Model: S/N#: Name of Applicant: FC Corporate Air Travel, Inc. N787TA Address: Shown on Original form hereto Raytheon Aircraft Company 400A RK-260 Owning an undivided Interest of: 6.25% of 100% Pilgrim Cove Air LLC 6.25% of 100% Shown on Original form hereto Nassau Holdings, Inc. 6.25% of 100% Shown on Original form hereto Bergen Southwest Steel, Inc. 6.25% of 100% Shown on Original form hereto Grand/Sakwa Transportation, LLC 6.25% of 100% Shown on Original form hereto Coronado & Associates, LLC 6.25% of 100% Shown on Original form hereto Kirk Air, LLC 6.25% of 100% Shown on Original form hereto GrandlSakwa Transportation, LLC 6.25% of 100% Shown on Original form hereto Flight Options, LLC 43.75% of 100% Shown on Original form hereto Signatures: Dainerman auterman Title: Assistant Secretary of Flight Options, LW acting as Attorney-in-Fact for Assistant Secretary of Flight Options, C for #10 Date: a9.-I q-OS By signing above, the applicant agrees and stipulates (I) to the terms. conditions and certification of he AC Form 8050-1 Aircraft Registration Application. to which this page is attached (the "Application l. (II) that all of the infcepallod sefforlh 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 ongetal. but all such counterparts shall logetha constitute but one and the same application. :1. SDNY GM_02759314 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246236 EFTA01330699 VHOFIV15/0 Alf0 VkiOHMIC as0SNOCI.LIVIIIIILI b S I 0 Vtid 3/1.11933tylb0598:3 HIIM 03114 SDNY_GM_02759315 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246237 EFTA01330700 • . FORM APPROVED OMB NO 2120.0042 0 0 6 4 8 0 RECORDED, 29 PM 2 39 AVIATION Do Not Write In Block FOR FAA US This E ONLY UNITED STATES OF AMERICA . V 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 AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES Ms runt REGISTRATION NUMBER N 7871-A FEDERAL AIRCRAFT MANUFACTURER & MODEL ADMINISTRATION RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. -RK-260 DOES THIS 31ST DAY OF DEC., 2004 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: PURCHASER NAME AND ADDRESS (IF INDIVIDUAL (S), GIVE LAST NAME. FIRST NAME. AND MIDDLE INITIAL.) GRAND/SAKWA TRANSPORTATION, 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 31' DAY OF DEC., 2004. SELLER NAME (S) OF SELLER (TYPED OR PRINTED) SIGN URE (S) (IN INK E CUTED F CO-OWNE ALL MU SIGN.) TITLE (TYPED OR PRINTED) FLIGHT OPTIONS, LLC ASSISTANT 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 0052-0Q:529-00p) Supersedes Previous Edition .• 4" :141P SDNY:da_O2759316 613 co co ra (.4 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246238 EFTA01330701 VHOHV1)10 All0 Vil0HV1)10 OS 0I Uld hi 931902 88 NOUVUISIO38 11V2i0dIV VV3 H11M 03113 SDNY_GM_02759317 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246239 EFTA01330702 FORM APPROVED OMB NO 2120.0O42 UNITED STATES OF U. S. DEPARTMENT OF TRANSPORTATION ADMINISTRATION AIRCRAFT BILL AMERICA FEDERAL AVIATION OF SALE 6 9 7 9 DD •") r.) r,.) GE RECORDED, NI 2 39 AVIATION ISTRATION Do Nol Write In TNA Block FOR FAA USE ONLY FOR AND IN CONSIDERATION UNDERSIGNED OWNER(S) AND BENEFICIAL TITLE OF CRIBED AS FOLLOWS: OF $1.00 ovc THE OF THE FULL LEGAGONVEVAN THE AIRCRAFT DESUNITED STATES 805 PIM 2-3 REGISTRATION FEDERAL NUMBER N787TA APIA AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-260 DOES THIS ze DAY OF DEC., 2004 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: PURCHASER NAME AND ADDRESS (IF INDIVIDUAL (5), GIVE LAST NAME. FIRST NAME. AND MIDDLE INITIAL.) FLIGHT OPTIONS, LLC 6.25% OF 100% 26180 CURTISS-WRIGHT PARKWAY RICHMOND HIS., OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 20Th OF DEC., 2004. SELLER NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) TIN INK) ECUTED F R 0.OWNE TITLE (TYPED OR PRINTED) W I LERO, LLC SSISTANT SECRETARY JAMES R. DAUTERMAN OF FLIGHT OPTIONS, LLC ACTING AS ATTORNEYIN-FACT FOR WILERO, . . . ' LW ACKNOWLEDGEMENT, (N_OfftEglyiFIED . .FoR PURPOSES OF FM RECORDING: HOWEVER, MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THONSTRUM644 ' • - i ORIGINAL: TO FAA . „ . . AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition SDNY_GM_02759318 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_00246240 EFTA01330703 VI,i0I-11/1510 All0 VNOHV1NO OS Oi WU hi 931 SOO? 88 N01.1.481S10321 .1.4V808IV t/Vd HIIM 03113 SDNY_GM_02759319 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 0024624I EFTA01330704 FORM APPROVED OMB NO. 2120-0042 pia UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE 7 8 et '4 0 0 6 4 • - to 6.. RECORDER. 29 en 2 39 AVIATION Do Not Write In This Mod( FOR FAA USE ONLY FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGALANvEyANGE AND BENEFICIAL TITLE OF THE AIRCRAFT DES- y CRIBED AS FOLLOWS: UNITED STATES P005 MAR REGISTRATION NUMBER N787TA FEDERAL AIRCRAFT MANUFACTURER & MODEL MHCNISfRAT/ON RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-260 DOES THIS 8TH DAY OF FEB., 2005 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS. TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: r- PURCHASER NAME AND ADDRESS (IF INDIVIDUAL (S). GIVE LAST NAME. FIRST NAME. AND MIDDLE INITIAL.) 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 8TM OF FEB., 2005. SELLER NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) (IN INK GUTED OR CO-OWN A )-- - TITLE (TYPED OR PRINTED) EAST PENN !STANT SECRETARY MANUFACTURING C JAMES R. DAUTERMAN OF FLIGHT OPTIONS, LLC INC. ACTING AS ATTORNEYIN-FACT FOR EAST PENN MANUFACTURING CO., 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 0052-00-829-0003) Supersedes Previous Edition 9:17ATRID CO'SS 919550[409) SDNY_GM_02759320 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 1O, 15, and 17 EFTA_00246242 EFTA01330705 S VII0HV1)10 ALIO VII0H111)10 OS Oi WU hi 933 SOO? 103 HOIIVN1SI93 LAVHOHIV VVi HIM 0311i, SDNY_GM_02759321 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246243 EFTA01330706 FON/ APF*3/0 ammo SLOES OF AMERICA DEPACITLENT OP TRONSPCM701COI MSS Ma= ANONTWISSICI 0 0 ., iii0ISSIMY AIIIKMoniCia SIM MACAW! REOEHRATCH APPUCA21CH LO . CETI ISSUE CiATEta I.MITI33 VMS REEKMUD:t. NUMBER N 787TA S 0 CD MACRAFt MMUPCTUNEA a MOM Raytheon Aircraft Company 400A 1 f{ r ea -i) 1 4195 MI CRAFT SERIALo. C RK- 260 FOR FM USE ONLY TYPE OF MOISMA701 lOw* vs foil O I. blare CI 2. Pwirisrship O 3.COVEOISKI ER CO-Owner OS. Gott. O O M -Ca" HON OF AMxa ! pr000t don co warm a mninog reams Ow SS e IVO SS DAM "Has SI.S.) ilk 11.) Flight Options, LLC 37.50% of 100% (lee Attachment do. d, vAgew;) TELEPHCHE KAMER: I ) MOROSE Mower may Sass ike FM WSW laralP VOW< lousotpnvoiosi sows nal oho HP tom) Flight Options, LLC mast we Sot 76180 Curtiss—Wrinht Parkway Rwal Saar INS fla an Richmond Heights spa OH TO GCSE 44143 0 CHECK MERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS AlTENTIONI Read the following statement before signing this application. This portion MUST be completed. A So or Oshawa wow to any qUIMIOnrChn appraoO, fray be GRArdry eft o...nono-c by 'In. am . a.rt.....nr, ii. 00d TIM S. SOS 011) CERTIFICATION WM WIT/T. (I) llos of to Sat atom Oat lo Hord Mfa omissobroS .(Dintac • • cone iwco.oro aspar000s) IAS rot way Km me ram of trimw i or CHECK OM AS APPROPRIATE: a O A MOS —' MO Son nolobaort Mom 1.151 or Fan 1.61) No b. 0 Amara, MSS OPOSSO o -d Owe Was wit* r.o awe at (SO SO MO Oat Is bind sal snooty tomato thew Soot Sexy es loov rows an amiss sy Into SI 0 Thot to ant r rat-lOrld unto Ow loos 0 Ho Occir coon. KO EM Tot WM ears cd oonotip IS Olochof or too tor Ow ve. ro F•Ora Amason Amnosvoco NOTE: 0 =FO) kir COOontslaoli a •FOIKHKS "KM Or use 'mono S.CO a rocass.FrY TYPE O NAME EWMATU TIME Assistant Secreta Flight Options, LLPC:g..th R. Dauterman Mt .A . \.\ an SIONATURE MU DATE NOM Foray ins* 0 Ho Colikaind None Araaasis is *rent flay to swoop go a apas na a sopa so —. &no aft Ono Ho MK opy 0 Inis common null to woad a IV Snit AC Fan *MI (5103) (0)S10)44104037) SDNY_GM_02759322 :T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00246244 EFTA01330707 • moilvixo viioNyno 2k 6 UIJ 81 Nur soo? 218 HOUVUISID3H 1.J OkliV VV4 Ond SDNY_GM_02759323 7 TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00246245 EFTA01330708 ATTACHMENT TO AIRCRAFT REGIS RATION APPLICATION M3rce„. ‘-t2,-100 1.) 2.) 3.) 4.) 5.) 6.) 8.) 9.) 10.) 11.) 12.) 13.) 14.) 15.) Reg It Model: S/Nri: Name of Applicant: N787TA Address: Shown on Original form hereto Raytheon Aircraft Company 400A RK-260 Owning an undivided Interest of: Wilero L.L.C. 6.25% of 100% East Penn Manufacturing Co., Inc. 6.25% of 100% Shown on Original form hereto FC Corporate Air Travel, Inc. 6.25% of 100% Shown on Original form hereto Pilgrim Cove Air LLC 6.25% of 100% Shown on Original form hereto Air Ghislaine, Inc. 6.25% of 100% Shown on Original form hereto Nassau Holdings, Inc. 6.25% of 100% Shown on Original form hereto Bergen Southwest Steel, Inc. 6.25% of 100% Shown on Original form hereto GrandfSalcsva Transportation, LLC 6.25% of 100% Shown on Original form hereto Coronado 8 Associates, LW 6.25% of 100% Shown on Original form hereto Kirk Air, LLC 6.25% of 100% Shown on Original form hereto Signatures: ames R. Dauterman Title: Assistant Secretary of Flight Options. LW acting as Attorney-in-Fact for 4,5,61 Sick I It Date: 1-k8rOS By sigrung above. the applicant agrees and stipulates (I) to the terms. conditions and certification of the AC Form 80504 Aircraft Registration Apt:600ton. to which this page is attached (the 'Applicabon'). (B) that all of the information set forth on the Application is true and correct as of this date. and (Ill) the Application may be executed by the co-owners by executing separate counterpart signature pages. each of which when so executed and dekvered shall be an original, but all such counterparts shall together constitute but one and the same application. SDNY_GM_02759324 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246246 EFTA01330709 • • vivonvixo A113 vw001)10 al 6 Lw gr NV COP i10i;(1'1/1S/MI • HIJM 03714 1dVbvdiV SDNY_GM_02759325 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246247 EFTA01330710 FORM APPROVED OMB NO. 2120-0042 • UNITED STATES OF AMERICAp n• av ett i U. S. DEPARTMENT OF TRANSPORTATION FUM ADMINISTRATION AIRCRAFT BILL OF SALE L-L u.., 0 al ua I.3 FOR AND IN CONSIDERATION OF $1.00 UNDERSIGNED OWNER(S) OF THE FULLRLEt@RE AND BENEFICIAL TITLE OF THE AIRCI705$,_U CRIBED AS FOLLOWS: ki kg L. D UNITED STATES REGISTRATION NUMBER N 787TA . i km AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RIC-260 V 0 06 7 7 DOES THIS 30th DAY OF DEC., 2004 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: •• —1 CONVEYANCE RECORDID Do Noi WM. In This Block FOR FAA USE ONLY ce IR U) •:C x ce O D IL NAME AND ADDRESS (IF INDPADUAL (S). ONE LAST NAME. FIRST NAME. AND MIDDLE INITIAL.) 2005 niiR 29 PM 2 31 FLIGHT OPTIONS, LLC F5CIEIMOIMAX/TION 26180 CURT1SS-WRIGHT PARKWAY . ADMINISTRATION 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 30th OF DEC., 2004. (13 NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) (IN INK) (I E HIP LMU GN.) TITLE (TYPED OR PRINTED) BLOOMFIELD SSISTANT SECRETARY INVESTMENT COMPANY JAMES R. DAUTERMAN OF FLIGHT OPTIONS. LLC LLC ACTING AS ATTORNEYIN-FACT FOR BLOOMFIELD INVESTMENT COMPANY, LLC ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FM RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT. ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition SONY_GM_02759328 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246248 EFTA01330711 I , 1'1171, Jli et1 . 4 j it fit • O 1.4 "; r• • '71 • • 1O1011V1N0 VII0H111110 211 6 WY ST NIIP SOO? aB NOI1VVIS/03V IdYN38/V VV1 MAIM and SDNY_GM_02759327 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246249 EFTA01330712 FORM APPROVED OMB NO. 2t20-0042 • • UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVI ADMINISTRATION AIRCRAFT BILL OF SALE 2 0 3 8 9 Li L.. •.- .... L. ‘c...„---- ; 1 0.5 co to I-. FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES-CAN/1 CRIBED AS FOLLOWS: 4) r LOT fro ADuit:i 0 RECORW0AusE t LED I I 12I 6 4 7 Do En -5y 6 Not ., ...a Write In This Block ONLY UNITED STATES iliS fib REGISTRATION NUMBER N 787TH Cieckevi AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-260 : V 0 DOES THIS 31" DAY OF DEC., 2004 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: CONVEYANCE PURCHASER NAME AND ADDRESS (IF INDIVIDUAL (S). GIVE LAST NAME, FIRST NAME. AND MIDDLE mrees..rm 29 P19 2 25 FEDERAL AVIATION FLIGHT OPTIONS, LLC 6-2526kliMATI 0 N 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 31" OF DEC., 2004. SELLER NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) (IN I CUTE() F CO-OWN RSHIP ALL MU SIGN. TITLE (TYPED OR PRINTED) AVALAR, LLC ISTANT SECRETARY JAMES R. DAUTERMAN OF mew OPTIONS, LLC ACTING AS ATTORNEYIN-FACT FOR AVALAR, 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 93Z 1A0 0311 Thg93:8010 SONY_GM_02759328 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246250 EFTA01330713 • • VIIONV1NO All3 MONV1NO Zit 6 WO 81 Nur see 1J8 NOIIVN1S1038 134210/11, VYJ 1111M 03114 SDNY_GM_02759329 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246251 EFTA01330714 :A U.S. Dopartmant. 01Transportation Federal Aviation Administration TATS TO ROOM OKC O)C 73125 Dear Sirs: Flight Standar& Service P.O. Box 26604 Aircraft Registration Branch, Oklahoma City, Oklahoma 73123-0604 AFS-760 (403) 9544116 WEB Address: hftp:Meglatry taggov 9-t• 0. N3 February 4, 2005 NUMBER CHANGED TO e -O,44 ri Q 00 IL DATE 10 MAR 2 9 2006 The FAA Aircraft Registry issued an AC Form 805044, Assignment of Special Registration Marks, on WIA. This form authorized the use of special registration mark NMILA on Raytheon Aircraft Company 400A aircraft, serial number RK-260 N28216. 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: O ii 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 SIO fee required to reserve the number. ❑ The special registration mark WILL NOT BE USED on this aircraft. Op Ur10 LLC, 0/ 634 go Additional Requirements: I M O ANI nneRen Legal Instruments xarniner Aircraft Registration Branch APS-750-103- I (7/04) — In IA. rtee :es. (rc Signature of aircraft owner uTh9-, ALI I t6 Date 917JOTAD covrs SaSEITELCS0 SDNY_GM_02759330 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246252 EFTA01330715 VWOHViN0 Ain VVIOHV1NO ii Z Lid hT UN 90? as NOLLV8.1S1038 1:M381V VV3 RIR\ 03113 SDNY_GM_02759331 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246253 EFTA01330716 42 UlDeoarrern oilkirsocoseco teems tiesesai ASSIGNMENT OF SPECIAL REGISTRATION NUMBERS Special Registration Number N 4Snl x Athureft Mai and Weil i.1AXTHEON AIRCRAFT CONPAN_Y 4004 Present Registration Number N 7871A Send Number RK —260 7150010 ASSISIKai illi ICAO AIRCRAFT ADDRESS CODE Issue Date: JANUARY 05. 2005 FOK N4SOL X :: 51271454 This is your aterionty to 'Mange the Untied Steen odium. bon number on the above described Suet to the specie. FLIGHT OPTIONS LLC registration nin°'e shown. C/O FLIGHT OPTIONS LLC tiny dupicate et the form in me Scree together wen the 26180 CURTI SS-SIRI GHT PKWY dd registration owthIcat• as interim authority to °palate ine aircraft pending receipt of revised praised of registration. RICHMOND HEIGHTS OH 44143 Obtain a revised cellars of aliworthinem Awn your MINSLGOnFIELD INVESTMENT COMPANY LLC mi Fight Standards mad Oita I. IL ERO LLC The latest FAA Form$1304,Appifeadon F C CORPORATE AIR TRAVEL INC 0- 6141 For AlsworthIness on fa Is 0•060: ET-AL NuMBEK CHANGEO TO gad/a The eirwathInees clasalacatIon end category: DATE 10 "AR 2 9 2006 INSTRUCTIONS: SIGN AND RETURN THE ORIGINAL of this loan to the Civil Aviation Registry. APS-750. within 5 days after the special registration number Is ssued. i 4. affued on the secret A revised oedemata will then be This authority is wed kir 90 days from the issue date. The authority to us* the special number expires: JANUARY 05. 2006 CERTIFICATION: I nerdy that the special registration number was plead on the RETURN FORM To aircraft described above. Civil Aviation Registry, A FS-750 P.O. Box 25504 Signature of Owner Oklahoma City Oklahoma 73125-0504 Title of Owner Date Placed on Ancrat - - - _ --- -- - -- SDNY_GM_02759332 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246254 EFTA01330717 • SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, SDNYGM02759333 15, and 17 1 EFTA_00246255 EFTA01330718 0 0 0 0 0 0 0 I 8 5 0 Insured Aircraft Title Service, Inc. P.O. Box 19527 • Oklahoma City, Oklahoma 73144 • (405) 8.14663 (300) 6544582 FAX #405451.9299 MENREGISTEREDREMT0 CDORALREC0RDS FDRANUMEERCHANGE FEDERAL AVIATION ADMINISTRATION CENTRAL RECORDS DIVISION OKLAHOMA CITY, OKLAHOMA DATE: q501-K —tett 717 TA 18JAN052005 GENTLEMEN: Please assign N (44.5C ()‘ , which is currently reserved for: iqn-F 0pt1 aro) (AZ to the following aircraft: bill TA Current NI This aircraft is registered Liiiiczn 4OOA kW: ALDO Model Serial to: CHO+ 001 one Li-e, 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: COM Insured Aircraft Title Ser ce, Inc. Serving the Aviation Financial Community for over 30 years SDNY_GM_02759334 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246256 EFTA01330719 0 • t V'eNHV-010 VIVOHV-010 £ Wd h AAW II0OZ )18 Nplivaisiouldvaowv VV! HlIM s 03114 SDNY_GM_02759335 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246257 EFTA01330720 U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION CROSS-REFERENCE—RECORDATION SEE CONVEYANCE NO 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 Security Agreement DATE EXECUTED February 25, 2005 FROM Flight Options LLC DOCUMENT NO. V006359 TO OR ASSIGNED TO Raytheon Aircraft Credit Corporation DATE RECORDED March 10, 2005 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: AIRCRAFT (List by registration number) I TOTAI NI INARFR INVOI RFD 7 N381CW N735TA N407CW N497CW N787TA N797TA N728TA Pratt & Whitney Canada IT' SD-5 PCE-JA0318 PCE-JA0319 PCE-3A0387 PCE-JA0386 PCE-1A0366 PCE-JA0365 PCE-1A0287 PCE-M0291 PCE-1A0300 PCE-3A0301 Garrett TFE-731-5BR P-107272 P-107271 Garrett TFE731-3 P47335 P-87336 ENGINES I TOTAI NIIMRFR INVCII VFI) 14 MAKE(R) See above list SERIAL NO. See above list PROPELLERS I IOTA! NIIIIARPR INVO! RFD MARES) SERIAL NO. SPARE PARTS -LOCATIONS I TOTAL NI MISR INVOLVFO LOCATION RECORDEDCONVEYANCE FILED IN: N381CW 650-0111 Cessna 650 AC FORM 8050-23 (1 46) (0052-004824400) SONY_GM_02759338 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246258 EFTA01330721 SDNY GM 02759337 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246259 EFTA01330722 a FAA RELEASE Raytheon Aircraft Credit Corporation (the ICANERUBD CiOlgailEED RECORDED Ec' secured party under the Security Agreement deSchle egt to, Exhibit A attached hereto, hereby releases from the 'terms o 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 .26 day of .., , 2005. v 006668 Raytheon Aircraft Crediapontion RECORDED SEE RECORDED CONVEYANCE NUMBER ‘i Y () 39 9I 9 j.tai-- By: DOC ID RAGE 2005 6 Pf9 3 28 AL AVIATION TION Name: Andrew A. Mathews Title: President 20640/ SDNY_GM_02759338 443 •4 4,3 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246260 EFTA01330723 i7311.3314A3 03113;Y:itl fi n ••• • • • • ti E u_ No d 17 4„„ _ vi.t_ rd vkusio3 Slle 1114 0311" 38/V AVO •, 0iftib io SDNY_GM_02759339 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFIA_00246261 EFTA01330724 Exhibit A FAA Release Security Agreement Supplemental Aircraft Inventory Security Agreement dated as of June A i _ 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; and further secured by the Supplemental Aircraft Inventory Security Agreement dated September 9, 2004 between Raytheon Aircraft Credit Corporation, as secured party, and Flight Options, LLC, as debtor, filed with the FAA on September 9, 2004 but not yet recorded; and further secured by the Supplemental Aircraft Inventory 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 Inventory Security Agreement dated November 30, 2004 between Raytheon Aircraft Credit Corporation, as secured party, and Flight Options, LLC, as debtor, filed with the FAA on December 1, 2004 but not yet recorded (collectively the "Security Agreement"). Aircraft One (1) Raytheon Aircraft Company aircraft model 400A bearing manufacturer's serial number RIC-260 and U.S. Registration No. N787TA together with the two (2) Pratt & Whitney Canada model JT1515-5 aircraft engines bearing manufacturer's serial numbers PCE-JA0287 and PCE-JA0291 (collectively the "Aircraft"). 20640 SDNY_GM_02759340 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246262 EFTA01330725 VHOHV1NO Ail3 Vii0141/1N0 zl £ Lid I, AN SOO? 69 NOILYES/038 14V80207 VVd 011M 03113 SDNY_GM_02759341 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246263 EFTA01330726 FCAM -er- OM /r2I132 UNDID STATES OF AMERICA CENATMENT CS TRANSPORTATION MOW .WC. •••••nwolcmala EEI enimenliv••••••••••• ant AIRCRAFT REOSTRATION AFPUCARON tea CERT. ISSUE DATE' UWE() STATES REOOTRATCR MINER ti 7871/t M AIRCRAFT AWIUFACTURER & AWL Raytheon Aircraft Company 400A Q UAti 0 S 2086 AIRCRAFT SEA* re. RK-260 FOR FM USE ONLY TYPE OF REGISTRATION (Ord; an *I O I. MOWS O a POEMS* O 3. OCFPONEOri a.. Co-camp& Gott O Na'at" I•oan NAME OF APPUCANT (Pmemmiel tam ta stem a orerAIM. II as toe lel FS * note. KM Mei Mei I 0 132) Flight Options, LLC 25.00E of 100% , (ee Attachment Aolica, 1 3 1 (4. TELEANCOM WAITER ( I Aroma IFOnlinenl nee *la tor escourd *MAO F.O. KO • mot IMMARIPTAMS MINMO M ISSAR) Flight Options, LLC Naas and Meet 26180-614t4ea-Wr-ight--Parkway ma Soule: PO. Ea cny Richmond Heights son OH DP CODE 44143 CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS AlTENTIONI Rad ths following stationent talon signing this applkinion. This porton MUST Wm completed. A NW ei demon* saw b erg weeks a vas .... - Ref te pram* let pmiemer. by Its and yet agelmanl OAS CS Tee E. Sc. ICOR • CERTIFICATION WE CERTEV In TIM Emm Mem• MOIR • MMAI EM FM MMONIONAM etS to is • MOM whew omareni el ow USW SIMe. to MOO Out END Awns 0 Swims )• or CHECK ONE AS APPROPRIATE' • (JANSON Sim MR Onn m*Nri•on tom I.IIR a Rem 14511 NO b 0 A Neroten omen,* omitted and doing burs we Pe Mao 0 OWN And mad eimmIl • Mud aid Mom, A ed in *UMW Dales RA a We Ian a swab* a twee* a RI MS DI TAM TA Re Stoll legal OR PRINT 1•• nof nmi•Nred under to Norm 0 am asp mar aid MONK* 0 own** • Mated a Am Omen lied wMP. Rs Fed** AM* PONTatraTen : It *MAW b CO-OrmenNp all epOleanti Must Sr DmMS* Ode 0 INATOT•Wy NAME MANTUA SIONATURE ASSiStOOE Secretary ht Options LLC DATE ames R. Dauterman MU - ks TORE TIRE DAM NOTE Prep MOW a to Ca Efate a Ant Regartasen. Me alit MY NI maps to • MINN It a moms of •O dmm. Otto Mien Me Fr RAW copy el Its spocoon "MI to rya e trio net AC Faa 10504 (5/03) (0324:04034107) SON Y_GM_O2759342 7 TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA _00246264 EFTA01330727 O10i4V1N0 All0 VS101O1510 SC 6 WU I 20 h001 i8 ii(41481SIMILIV80}0Y VVd HUM anu SIDNY_GM_02759343 7 TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00246265 EFTA01330728 ATTACHMENT TO AIRCRAFT REGISTRATION & APPLICATION Act a Reg is: N787TA Model: Raytheon Aircraft Company 400A SIN#: RK-260 Name of Applicant: 1.) Bloomfield Investment Company, LLC 2.) Wilero L.L.C. 3.) East Penn Manufacturing Co., Inc. 4.) FC Corporate Air Travel, Inc. 5.) Pilgrim Cove Air LLC 6.) Air Ghislaine, Inc. 7.) Nassau Holdings, Inc. 8.) Bergen Southwest Steel, Inc. 9.) Grand!Sakwa Transportation, LLC 10.) Avalar, LLC 11.) Coronado & Associates, LLC 12.) Kirk Air, LLC 13.) 14.) 15.) Signatures: William J. Wallisch Owning an undivided Interest of: 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% Address: Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Title: Date: Assistant Secretary of Flight Options, LLC acting as Attorney-in-Fact for #1.2,3.4.5.6.8.9.10.11.12 Vice President of Raytheon Travel Air Co. Acting as Attorney-in-Fact for #7 t2-t-c5A By signing *rive. the applicant agrees and sliptdates (I) to the terms. conditions and cerbacation of the AC Form 805O.1 Aircraft Registration APPtacalion, to which this page is attached (the 'Application'). (II) that all of the information set forth on the Application is true and curved 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 al such counterparts shall together constitute but one and the same application. SDNY_GM_02759344 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246266 EFTA01330729 VIVO2V1:40 A.1.10 VPIONV1)40 Si 5 GM 1 330 WV 88 NOtIV2181038 liV2021V VVi till/A 03113 SDNY_GM_02759345 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246267 EFTA01330730 Cl ATTACHMENT TO AIRCRAFT ittEgISTFIATION APPLICATION oalred, t Reg #: N787TA Model: Raytheon Aircraft Company 400A S/N#: RK-260 1.) 2.) 3.) 4.) 5.) 6.) 7.) 8.) 9.) 10.) 11.) 12.) 13.) Name of Applicant: Owning an undivided Interest of: Address: Bloomfield Investment Company, LLC 6.25% of 100% Shown on Original form hereto Wilero L.L.C. 6.25% of 100% Shown on Original form hereto East Penn Manufacturing Co., Inc. 6.25% of 100% Shown on Original form hereto FC Corporate Air Travel, Inc. 6.25% of 100% Shown on Original form hereto Pilgrim Cove Air LLC 6.25% of 100% Shown on Original form hereto Air Ghisiaine, Inc. 6.25% of 100% Shown on Original form hereto Nassau Holdings, Inc 6.25% of 100% Shown on Original form hereto Bergen Southwest Steel, Inc. 6.25% of 100% Shown on Original form hereto Grand/Sakwa Transportation, LLC 6.25% of 100% Shown on Original form hereto Avatar, LLC 6.25% of 100% Shown on Original form hereto Coronado & Associates, LLC 6.25% of 100% Shown on Original form hereto Kirk Air, LLC 6.25% of 100% Shown on Original form hereto Signatures: Title: Date: Assistant Secretary of Flight Options, LLD acting as Attorney-in-Fact for #1.2,3,4,5,6,8,9,10,11,12 James R. Dauterman LA-) .s..Q.actIestifs ( )(100.0a.cat William Wallisch Vice President of Raytheon Travel Air Co. Acting as Attorney-in-Fact for #7 Assistant Secretary of Flight Options. LLC for #13 James R. Dauterman ay signing above. the applicant agrees and stipulates (I) to the terms, conditions and certification of the AC Font 8050-1 Airaatt Registrabon Application. ID which this page is attached (the 'Applicabon'). (II) that all of the inicanawn set Ilan on the Apcacabon is bue and aped as of this date, and (Ill) the Application may be executed by the co-owners by execoting separate counterpart signature pages. each of With *nen so executed and delivered shall be an original. but all such counterparts shall together COnstitute but one and the same application. SDNY_GM_027593413 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246268 EFTA01330731 ViVOMMIO All0 VNOHVI)10 SC 6 WU I 330 NU VII 13%1041V Vied NII/A 03113 SDNY_GM_02759347 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246269 EFTA01330732 FORM APPROVED OMB NO 2120-0042 la to U. S. DEPARTMENT UNITED STATES OF OF TRANSPORTATION ADMINISTRATION AMERICA FEDERAL AVIATION OF SALE ca too 1..) ea oft 7 I1 0 17 ASCE CORDED 3 Pli 1 i 5 E.RAL AVIATION Do Not Wrde In This Block FOR FAA USE ONLY AIRCRAFT BILL FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES- cosivEN • CRIBED AS FOLLOWS: pi UNITED STATES REGISTRATION NUMBER N787TA nific JR_ AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A FED A omilistRgio AIRCRAFT SERIAL NO. RK-260 DOES THIS 19TH DAY OF NOV., 2004 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE. AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: i PURCHASER NAME AND ADDRESS (IF INDIVIDUAL (S). GIVE LAST NAME. FIRST NAME, AM) MIDDLE INITIAL.) FLIGHT OPTIONS, LLC 6.25% OF 100% 26180 CURTISS-WRIGHT PARKWAY RICHMOND HTS., OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 19Th OF NOV., 2004. SELLER NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) ON IMO CUTER FOR SHI . ALL MU SIGN.) TITLE (TYPED OR PRINTED) MAKA OF TURTLELAND ASSISTANT SECRETARY LLC JAMES R. DAUTERMAN OF FLIGHT OPTIONS, LLC ACTING AS ATTORNEYIN-FACT FOR MAKA OF TURTLELAND, 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 KOZAIYZE Or% R93931030 SDNY_GM_0275934B SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_00246270 EFTA01330733 VINOH111)10 ALIO VPIOHtliN0 SC 6 WEI I 330 h00? 88 HOLLVUIS)031ilittmiV trYi H11Rf 03114 SDNY_GM_02756349 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 1O, 15, and 17 I EFTA_00246271 EFTA01330734 FON. AMAMI) • ;;4' • CeM 140 Meat 0 Item STATES CO MERICA MisAmmort CF M Mietra .Sep ca AARP0RTAIKR 1-• eammeemdmose NONIMMT AssONSUMAL cent* AMMAR MOISTRA/1011 APPMATC*4 CERT ISSUE DATE al Raps MIS SUMO MI 787TH M w 04 RATKIN MOM MANUFACTURER 3 /ACM Raytheon Aircraft Company 400A QNOV 1 5 2004 "VIZ FOR FAA 118E ONLY TYRE OF REGISTRATION Ms* or Dal O I. %SLIM 0 2. Penman, O 3. °normal (14. COOMer 0 S Ora 0 L idelpted NAME a APPLICAIR (ennts) tam on prnews• 0 tromn/0. Il Vega ids NOS mu a ad didde IOW 0 14.) Flight Options, LLC 18.75H Of 100% (See Attachment 614€12e ( dself-'616) TELIIRICNI MASA I I ADORES&OPermeollse ea edam Da NM aide Memo P.O. MC le we. elmecalsed,•is Maas Se ehoft) Flight Options, LLC Name Meet 26180 Curtiss-Wright Parkway Rawl Rea Kt Ikc an Richmond Heights STATE OH DP COOP 44143 0 CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Reed In. following steternemt before signing this sopikartion. This portion MUST be completed. A IIIIII•aidliVeelit sw.. ID Wry TaleSon rn as amecabyn miry ta wou te ywnshnn by fay and a brlirrent . 030. TIM it Sc Soo CERTIFICATION ant menet, to net t MT* Sue • Ond by r• ardememd appricre. .no a a Ontor, leck.009 Coyycyatons) 0 to UMW WM IF.. asp 1St gh• Are al rude* CHICK ONE AS AMCCOMATE a O Studded' Yen met aim illginikke Pam 1.151 ("Fenn 1441) Na a O A sowilszon cams. poineed •-.0 doe bun' ..30, a. Ian of MOW W Wt Sue is based AIM patsy used in UM LSI St Recedsoilliete Noun En *a* k• Sae el (21 IMO Sae Scree a nee niedleold dues We Wm el Any loser May. ord pi Ma lead waterde of amts • esszNd co Me bow kW sod, to Nan eau. •efentssoca NOTE: I I seats kw Cernmetship ail espicents must ego the rOVOrS0 swe A necessary TYPE PRI Meet I nul ASSI.SESUlt Secretarr E • ght Options, LLC -y 'awes R. DauterC . . c.. T 1F 4#* SIGNATURE TITLS• DAZE NNE and receipt CO IN Glace* Y Meat SMIMOM. to OM* Sae Im ailemled Sr • wiled MI Is NOSY PG Wry. *Ong Seca One the PINK ow el On colicakp MO W MOP if Pa Moat AC Fr 40501(903) (COSSCO.62SEOn - -- SDNY_GM_02759350 :T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFFA_00246272 EFTA01330735 • V1101O1310 A110 VP/OKI-IMO IO 3 it'd 62 d3S ex 8 HOLIVN1 VV4 SW21108"IV 81141 031Id SONY_GM_02759351 7 TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA _00246273 EFTA01330736 ATTACHMENT TO AIRCRAFTDISTRATION APPLICATION .40 1.) 2.) 3.) 4.) 5.) 6.) 7.) 8.) 9.) 10.) 11.) 12.) 13.) 14.) 15.) Reg #: Model: Name of Applicant: N787TA Address: Shown on Original form hereto Raytheon Aircraft Company 400A RK-260 Owning an undivided Interest of: Bloomfield Investment Company, LLC 6.25% of 100% Wikno L.L.C. 6.25% of 100% Shown on Original form hereto MAKA of Turtleland L.L.C. 6.25% of 100% Shown on Original form hereto East Penn Manufacturing Co., Inc. 6.25% of 100% Shown on Original form hereto FC Corporate Air Travel, Inc. 6.25% of 100% Shown on Original form hereto Pilgrim Cove Air LLC 6.25% of 100% Shown on Original form hereto Air Ghislaine, Inc. 6.25% of 100% Shown on Original form hereto Nassau Holdings, Inc. 6.25% of 100% Shown on Original form hereto Bergen Southwest Steel, Inc. 6.25% of 100% Shown on Original form hereto GrandlSakwa Transportation, LLC 6.25% of 100% Shown on Original form hereto Avaler, LLC 6.25% of 100% Shown on Original form hereto Coronado & Associates, LLC 6.25% of 100% Shown on Original form hereto Kirk Air, LLC 6.25% of 100% Shown on Original form hereto Signatures: William J. Wallisch James R. Dauterman Tide: Assistant Secretary of Flight Options, LLC acting s Attorney-in-Fact for #1.2.3,4,5,6,7,9,10,11,12,13 Vice President of Raytheon Travel Air Co. Acting as Attorney-in-Fact for X8 By signing above, the applicant agrees and skrulates (I) to the Irma. coed Date: ottf"...31." Elallon USU the AC Form tB250-1 Aircraft Registration Applicalion. to vrtech this page is attached (the 'Application'). III) that all el the intaroatioo tho Appliance, isctrye sirici'eurrigt as of this date. and (III) the Application may be executed by the co-owners by execubng separate counterpart signature moos eacceaviriatkv.hr so exeduted and delivered shall be an original. but all such ' u ettunterparts shall together constitute but one and the same applicakei. Ott° to to h. m SDNY_GM_02759352 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246274 EFTA01330737 ViI0Hvbio 13 ViVONtibio 10 2 tid 62d39 8 itgoz Oatitasio yj 3d423iti Vadat v SDNY_GM_02759353 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA _00246275 EFTA01330738 0 1." m (nt to ATTACHMENT TO AIRCRAFT REGISTRATION APPLICATION 4 4,41.0 • Aif -;o4-7-0,0 Reg #: N787TA Model: Raytheon Aircraft Company 400A S/N#: RK-260 Owning an undivided 1.) 2.) 3.) 4.) 5.) 6.) 7.) 8.) 9.) 10.) 11.) 12.) 13.) 14.) 15.) Name of Applicant: Interest of: Address: Bloomfield Investment Company, LLC 6.25% of 100% Shown on Original form hereto Wilero L.L.C. 6.25% of 100% Shown on Original form hereto MAKA of Turtleland L.L.C. 6.25% of 100% Shown on Original form hereto East Penn Manufacturing Co., Inc. 6.25% of 100% Shown on Original form hereto FC Corporate Air Travel, Inc. 6.25% of 100% Shown on Original form hereto Pilgrim Cove Alr LLC 6.25% of 100% Shown on Original form hereto Alr Ghislaine, Inc. 6.25% of 100% Shown on Original form hereto Nassau Holdings, Inc. 6 25% of 100% Shown on Original form hereto Bergen Southwest Steel, Inc. 6.25% of 100% Shown on Original form hereto Grand/Sakwa Transportation, LLC 6.25% of 100% Shown on Original form hereto Avatar, LLC 6.25% of 100% Shown on Original form hereto Coronado & Associates, LLC 6.25% of 100% Shown on Original form hereto Kirk Alr, LLC 6.25% of 100% Shown on Original form hereto Signatures: Title: Date: Assistant Secretary of Flight Options. LLC acting as Attorney-in-Fact for 41,2,3,4,5,6,7,9.10,11,12,13 James R. Dauterman Lai • liaa.Wice.e..2 Wiliam J. Wallisch James R. Dautennan Vice President of Raytheon Travel Air Co. Acting as Attorney-in-Fact for #8 4-,t9-ov Assistant Secretary of Flight Options, LLC for #14 By signing above. the applicant agrees and Os:Oates (I) to tie terms. conditions and tertiladon of the AC Fonn 8050-1 Airmen Registration Applicabon, to which this page is attached (the 'Application". (II) that al of the Information set forth on the Application Is true and assect as of this • ' • date. and (III) the Apgar:aeon may be executed by the co-owners by executing separate counterpart signature pages. each of which when so executed and delivered shah be en original, but n such counterparts shall together constitute but one and the same application. SDNY_GNI_02759354 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246276 EFTA01330739 Alla rwolirnto rin i0 z lid 60 cas 6002 ae 14011Vd1S103d .1.4V"1" VV1 HAIM 03111 SDNY_GM_02759355 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA _00246277 EFTA01330740 FORM APPROVED OMB NO 2120-0042 ' UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE 0 m t.• 1•J N 0 7 3 8 9 3 15 FWI 2 55 AVIATION INISTRATI0N Do Not Mite In MN (Nock FOR FAA USE ONLY 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: . b UNITED STATES REGISTRATION NUMBER N 787TA NVENANCE 1EC0RDED ERAL AIRCRAFT MANUFACTURER & MODEL 2004 N(U RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. r EL RK-260 A DOES THIS 21ST DAY OF SEPT., 2004 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: W w m r (-) D a. NAME AND ADDRESS (IF INDIVIDUAL (S). GIVE LAST NAME. FIRST NAME. AND MIDDLE INITIAL.) 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 21ST OF SEPT., 2004. CL w -1 -I W CO NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURES) IIN INK) CUTED FOR NE SHIP ALL SIGN.) TITLE (TYPED OR PRINTED) SAMOLOT, LLC ISTANT SECRETARY , JAMES'. DAUTERMAN OF FLIGHT OPTIONS, LLC ACTING AS ATTORNEY- ' IN-FACT FOR SAMOLOT, (it". : . LLC ni*.:F.ir i • ACKNOWLEDGEMENT NOT REQUIRE; FOR IFUREpta OF FM RECORDING: HOWEVER. MAY BE REQUIRED SY LOCAL LAW FOR VALIDITY OF 1R4EitlfltRUMENT.) Dui "" 0427314071% 115.00 09/29/2004 ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052:00-1329-0003) Supersedes Previous Edition SDNYGM02759356 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246278 EFTA01330741 VWOHV1H0 All0 VPIOHltlY0 TO Z lid 62 d381,082 NOIIVNIS/338 14,/4081V VVi HAIM 03114 SDNY_GM_02759357 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 1O, 15, and 17 EFTA 00246279 EFTA01330742 - G 0 0 7 2 9 0 EDRIA APPROVED OAS 110 21204042 ria ict nen OF AmEntA pesirrnwer ' OF 11I4/43FOOTAIX* posewas maw an •000.4tt .01000ras coorm MACIWT FIECICSTRA11011 APPUCATOTIN CERT ISSUE DATE FEOISTRATC.1 `MOW ' TATS MUMMA N 787TH AOCPAFT WALIFACIURER a MOOR Raytheon Aircraft Company 400A S OLD Ihritra FOR FAA USE ONLY WOE OF OECISnunoti (Chin Ow •04 0 E WOOS 0 2. PrawnMp 0 O. Corporation p 4. Loamy 0 S. GOM 0 e lisaima 104111 OF AMU CHIT (/[erwo0) San CR intinal a. tAnniND 9 Inaldal. Ow OM ea Fnl mat WO WO. nal) II) 15.) Flight Options, LLC 12.50% of 100% (see Attachment ckkred 9 \..) TELEPHONE MaillER I I ADDRESS [Powww wing .00•14 b Era appleen IOW wry 0 Nub wet 01)*0 010084 mat dip b• 1St) Flight Options,LLC MSS eV simi 26180 Curtiss—Wright Parkway; was bur- Pa Sot: CITY Richmond Heights STATE OH ZIP WOG 44143 ID CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTIONI Red the following statement before signing this application. This portion MUST be completed. 6A alo. 0,d..,,,.,s,.. or Sag awe lo any owsoo r, ins •00.CdEdn mar to °Mud% .0' PcnE0,0.9 0, 0,9 and /pordd*E00.99 moo. CERTIFICATION EWE Cf[AllFt III That •• tora AMA le cad Cy IN urOn•ped aopitant 900 s• Ohnd macro cosiretcro et se wow ewes isa ass was Ma sun 0 Isis La. OW at AS APPROPPIATI: • 0 A ROOM aim 'WI SW. ropoirolo. (Form 1451 or For,.. 1.501 Ho • OAK...01nm oppoilbn ogoto$ __ pH bans %Moo W Mn S100) old .00 and • tend wd sandy wont. LAOS Sows %mods OS Nem w• MINN, It• Implakel et to Th0 So sal toOw ol low sway and 011.4. lioalt 0 wraps wow t o WO watt. at ~anew 4 nacho. ex Kw Sr 550 oe, 0 Edon maul ISSIlart mOTEtlisiecutee la C00•00rOPPIIIIATOICants most sign LTSO non softy/teams OR NAME BE n . TUBE GA's g "Assistant Secretary Options, L L.. —I 0 ,1 il a James R. Dauterman TITLE \S DA E SIONATIAIE TITLE OATS NOTE Piney Hip a to Conic . M Annit RODslialan. re 490•11 mm be cdontod Is [4. w woos 0 90 din Dom sit. tate no Pea copy Of Ha ws4caon mug bot wood to to MOP AC Foos 8350.1 (Site) IMM22042S4C01) 0C21.538209 85.00 09/08/2004 SDNY_GM_02 759358 TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, ; EFTA_00246280 EFTA01330743 • J AjlofrfrifrOnfifrivo SO C 61d D °"730 • • , • (11 1". d39 Pp 74361038. "VG 3 WIN 0 3 5 1dpaij o ••• •• • • • 1.‘ . . • SDNY_GM_02759359 :T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00246281 EFTA01330744 tti 0 0 0 0 0 0 0 2 2 9 1 ATTACHMENT TO AIRCRAFT REGISTRATION APPLICATION ckcarez1 Reg #: N787TA Model: Raytheon Aircraft Company 400A S/Nri: RK-260 Name of Applicant: Owning an undivided Interest of: 1.) Bloomfield Investment Company, LLC 6.25% of 100% 2.) Wilero L.L.C. 6.25% of 100% 3.) MAKA of TunInland L.L.C. 6.25% of 100% 4.) East Penn Manufacturing Co., Inc. 6.25% of 100% 5.) FC Corporate Air Travel, Inc. 6.25% of 100% 6.) Samolot, L.L.C. 6.25% of 100% 7.) Pilgrim Cove Air LLC 6.25% of 100% 8.) Air Ghislaine, Inc. 9.) Nassau Holdings, Inc. 10.) Bergen Southwest Steel, Inc. 11.) Grand/Sakwa Transportation, LLC 12.) Avatar, LLC 13.) Coronado & Associates, LLC 14.) Kirk Air, LLC 15.) Signatures: ernes erman William J. Walbsch 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% Title: Assistant Secretary of Flight Options, LLC acting as Attorney-in-Fact for ;9;4,5,6.7,8,10,11.12,13,14 Address: Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Vice President of Raytheon Travel Air Co. Acting as Attorney-in-Fact for #9 Date: By signing above. the applicant agrees and stipulates 0) to the terms, conditions and certification of the AC Form 8050-1 Airaaft Registration Application, to which this page is attached (the "Application), (to that au of the information set forth on the Application is time and correct as of this date, and (Ill) the Application may be executed by the co-owners by exectiOng separate counterpart signature pages. each of which when so executed and delivered shoal be an original, but as such counterparts shall together constitute but one and the sane application. SDNY_GM_02759360 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246282 EFTA01330745 • CI VWOHVIN0 ,(110 VPi01-011:40 S2 C Wd 8 d38 1100? ae N0LIMISO3U 1.O432IIV YV4 HIM 0311j SDNY_GM_02759361 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA _00246283 EFTA01330746 . • - ATTACHMENT TO AIRCRAFT REGISTRATION _ot.k APPLICATION aakCcej Reg #: N787TA Model: Raytheon Aircraft Company 400A RK-260 1.) 2.) 3.) 4.) 5.) 6.) 7.) 8.) 9.) 10.) 11.) 12.) 13.) 14.) 15.) Owning an undivided Name of Applicant: Interest of: Address: Bloomfield Investment Company, LLC 6.25% of 100% Shown on Original form hereto Wilero L.L.C. 6.25% of 100% Shown on Original form hereto MAKA of Turtleland L.L.C. 6.25% of 100% Shown on Original form hereto East Penn Manufacturing Co., Inc. 6.25% of 100% Shown on Original form hereto FC Corporate Air Travel, Inc. 6.25% of 100% Shown on Original form hereto Samolot, L.L.C. 6.25% of 100% Shown on Original form hereto Pilgrim Cove Air LLC 6.25% of 100% Shown on Original form hereto Air Ghislaine, Inc. 6.25% of 100% Shown on Original form hereto Nassau Holdings, Inc. 6.25% of 100% Shown on Original form hereto Bergen Southwest Steel, Inc. 6.25% of 100% Shown on Original form hereto GrandlSakwa Transportation, LLC 6.25% of 100% Shown on Original form hereto Avalar, LLC 6.25% of 100% Shown on Original form hereto Coronado & Associates, LLC 6.25% of 100% Shown on Original form hereto Kirk Air, LLC 6.25% of 100% Shown on Original form hereto Signatures: Tide: Date: Assistant Secretary of Flight Options, LW acting as Attorney-in-Fact for #1,2,3,4,5,6,7,8,10,11,12,13,14 James R Dauterman L...3cLoLa.ra vikarn7 Wallisch James R. Dauterman Vice President of Raytheon Travel Air Co. Acting as Attorney-in-Fact for #9 Assistant Secretary of Flight Options. LLC for #15 By signing above. the applicant agrees and stipulates (I) to the terms. conditions and cerufttalico 04 the AC Fon, 8050-1 Aircraft Registration Application, to which this page Is attached (the "Application*). (II) that an of the information set filth on the Application is Doe and area as of this date. and (III) the Application may be executed by the co-owners by executing separate counterpart signature pages. oath of which when 50 executed and delivered shall be an original. but all such counterparts shall together constitute but one and the same application. SDNY_GM_02 759362 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246284 EFTA01330747 U VII0FIV1N0 All0 VH0HV1N0 S2 £ Wd 8 dr, h002 8E3 N0LLVESI338 1OO8IV Vtii 4111A .03113 SDNY_GM_02759363 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246285 EFTA01330748 0 0 0 0 0 0 0 I 6 2 4 FORM APPROVED OMB NO 21200042 U. S. DEPARTMENT UNITED STATES OF OF TRANSPORTATION ADMINISTRATION AMERICA FEDERAL AVIATION OF SALE 0® , 7 . 3 8 9 2 15 fin 2 55 AL AVIATION NISTRATI0N Do Not Wnle In This Block FOR FAA USE ONLY AIRCRAFT BILL FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES- entiwEIANCE CRIBED AS FOLLOWS: . RECORDED UNITED STATES REGISTRATION NUMBER N 787TH le Null AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A FBA AIRCRAFT SERIAL NO. A0* RK-260 DOES THIS 3RD DAY OF AUG., 2004 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: 11.1 to < i O tY z a. NAME AND ADDRESS (IF INDIVIDUAL (S). GIVE LAST NAME, FIRST NAME. AND MIDDLE INITIAL.) FLIGHT OPTIONS, LLC 12.50% OF 100% 26180 CURTISS-WRIGHT PARKWAY RICHMOND HTS., OH 44143 DEALER CERTIFICATE NUMBER AND TO RS 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 3RD OF AUG., 2004. SELLER NAME (S) OF SELLER (TYPED OR PRINTED) SIGNAT RE (S) (IN INK) UTED FOR HIP. MUST S .y TITLE (TYPED OR PRINTED) LEONARD M. RAND & ISTANT SECRETARY BARBARA E. RAND - JAMES R. DAUTERMAN OF FLIGHT OPTIONS, LLC TRUSTEES ' ACTING AS ATTORNEYIN-FACT FOR LEONARD M. RAND & BARBARA E. RAND-TRUSTEES 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_02 759364 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246286 EFTA01330749 VPIOHV1U0 Al10 0401-1V1NO 90 C Lid 1. d3S NV LI8 NOUVUISID3HIMOWY VII4 HUM 0311J I SDNY_GM_02759365 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246287 EFTA01330750 • no0000 0 I S8 I ropm APPROVED CAM 2-20-4X42 watt SIM*ICE MERCA OEMIETLIENT Of TRAMERCRTATION most revas.... •Callanalatea Mews milawartas Mal NACRAFT PrallISTRATKIN AFFuCanON CERT ISSUE DATE 12 RN ulaTED S rempaspiSTATE KAMER IN 787Th AlletRAFT MANUFACTURER A MOREL Raytheon 400A F APR AIRCRAFT SERIAL NA Rk -260 FOR FAA USE ONLY TYPE OF REOISTRATCOI Pee an. RA 0 S. WWI* 0 2. REMMERS O 3 ONWRIMII la 4. COOMW O 5. Govt O 8. tefrratx.' FLAME OF APPLICANT (Pince4s) teen at evelonso of oenennallmerclAst gra) ISM Wit In on. ard errrese cot) ill 12.) Crand/Sakwa Transportation, LLC 6.25% of 100? (-See Attachment ciakez;), 'ES.,!5_0 ‘6 . ) 1ELEINIONE MAMISI: ( ) A SS (Fesromee sews c o Flight Meer ter alma Options,LLC Humes tnd Wen 26180 Curtiss—Wright Parkwcy Rural FOLIO O. gm CITY Richmond Heights SEES •OH 2P CON 44143 O CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION' Read the following stMement before signing this application. This portion MUST be completed. A hi" a "'Ore" anSeei to NT Wesson es U.S appicaan ray be grown by prinirnini by Ins ad lm Nothorant la S Coca. pre FL Sec Ica/ 4/ CERTIFICATION onr emir, (I) Thal no Wow Nana is Neel by the tricarOgral swam ere Ss cant, Orichang Calpaitlena OF IN Uncoil Satin IFtw KAN that pvil name of Nate. _ _ 1 R CHECK ONE AS APPAOPRIATE • O A 'vadat Oen. ma site ANiablitia (Fan 1.151 a Form 1461) No __. I O A narenzon F.:Nord:an *were and asna mars sneer Is — at Waal yny aed wain • new and pri-aNy n100411* UMW SNP Fiatiaa a NO', roes la "Wan. S. raiNalCa a it) Thal IS Neill 4 AOC iligaired unCer To len a My 17.0al Onelry. ilia (3) Teel inel redone of ~nap is *meted cc has men NW win re hewn Avian., Anniminiciter Nn E. N essafed for Loaners/1p all apilSoCanIS meet Sign Use reverse We el necessary. TYPE PIT NAME SIGNATUR 1 rinuAssistant Secretar) of Flight Options, LLC3se fl\ out s - TITLE ng In-Fact- for Grand/carra Transportation. LLC X. SKMATuRE TIRE \ . oat NOTE Penang weft 0 the Cana,* of *malt Rogniretce. Ire sear mei be oaf toe 4 men not n ores el 90 days Owns alma ems Re RIM copy of els mesa. Aug be cued in to ewe AC Fens 8050-I (I29D) ((35200-6254)37) Supine* Prenous Won SDNY_GP,1_02 759366 :T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00246288 EFTA01330751 • • .1911`r1:•:o ZZZ1Jd s !Num .. '10/141- • idnu 71.4 SONY_GM_02759367 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00246289 EFTA01330752 0 0 0 0 0 I s 8 2 ATTACHMENT TO AIRCRAFT REGISTRA ION 3-5--k APPLICATION Reg #: N787TA Model: Raytheon 400A S/N#: RK-260 Name of Applicant: 1.) Bloomfield Investment Company, LLC 2.) Wilero L.L.C. 3.) MAKA of Turtleland L.L.C. 4.) East Penn Manufacturing Co., Inc. 5.) FC Corporate Air Travel, Inc. 6.) Samolot. L.L.C. 7.) Pilgrim Cove Air LLC Leonard M. Rand 8 Barbara E. Rand8.) Trustees 9.) Air Ghislaine, Inc. 10.) Nassau Holdings, Inc. 11.) Bergen Southwest Steel, Inc. 12.) 13.) Avatar, LLC 14.) Coronado 8 Associates, LLC 15.) Kirk Air, LLC Signatures: Owning an undivided Interest of: 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 12.50% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% Address: Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Title: Date: Assistant Secretary of Flight Options. LLC acting as Attorney-in-Fact for #1.2.3.4.5.7,8,911,13,14,15 Vice President of Raytheon Travel Air Co. Acting as Attorney-in-Fact for #6,10 By signing above. the applicant agrees and stipulates (I) to the terms. conditions and certification of the AC Form 8050-1 Aircraft Registration Application, to which this page is attached (the *Appacationl. (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 logeMer constitute but one and the same application. SDNY_GM_02759368 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246290 EFTA01330753 • • -.):1 1):0 88(, 7 0 bid S 11111,1 LOC? • _ iay.uvuoir G3714 IV SDNY_GM_02759369 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246291 EFTA01330754 0 0 0 0 0 0 0 I 5 ri ATTACHMENT TO AIRCRAFT REGISTRATI N APPLICATION 1.) 2.) 3.) 4.) 5.) 6.) 7.) 8.) 9.) 10 ) 11.) 12.) 13.) 14.) 15.) Reg #: N787TA Address: Shown on Original form hereto Model: Raytheon 400A &N#: RK-260 Owning an undivided Name of Applicant: Interest of: Bloomfield Investment Company, LLC 6.25% of 100% Wilero L.L.C. 6.25% of 100% Shown on Original form hereto MAKA of Turtleland L.L.C. 6.25% of 100% Shown on Original form hereto East Penn Manufacturing Co., Inc. 6.25% of 100% Shown on Original form hereto FC Corporate Air Travel, Inc. 6.25% of 100% Shown on Original form hereto Samolot. L.L.C. 6.25% of 100% Shown on Original form hereto Pilgrim Cove Air LLC 6.25% of 100% Shown on Original form hereto Leonard M. Rand 8 Barbara E. Rand•Trustees 12.50% of 100% Shown on Original form hereto Air Ghislaine, Inc. 6.25% of 100% Shown on Original form hereto Nassau Holdings. Inc. 6.25% of 100% Shown on Original form hereto Bergen Southwest Steel, Inc. 6.25% of 100% Shown on Original form hereto Avatar, LLC 6.25% of 100% Shown on Original form hereto Coronado 8 Associates, LLC 6.25% of 100% Shown on Original form hereto Kirk Air, LLC 6.25% of 100% Shown on Original form hereto Signatures: Title: Date: Isirfasearit4i8112241ea Assistant Secretary of Flight Options. LLC acting as Attorney-in-Fad for #1,2,3,4,5,7,8,9,11,12,13,14,15 Vice President of Raytheon Travel Al Co. Acting as Attorney-in-Fact for #6,10 By signing alcove. the applicant agrees and stipulates (I) to the terms. con:Mans and certification or the AC Form 8050-1 Aircraft Regiseabso Application. to +Ouch flys page is attached (me "Applicauon'). (II) that all of the inionmabon set forth or, the Application is true and correct as of this date. and (III) the Appicatnn may be executed by the cm owners by executng separate counterpart signature pages. each of which when so executed and dowered shall be an original. but all such counterparts shall together constitute but one and the same appticabzw SDNY_GM02759370 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246292 EFTA01330755 SDNY_GM_02759371 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246293 EFTA01330756 0 0 0 0 0 0 0 1 5 8 0 FORM APPROVED OMB NO. 2120-0042 UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE F 0 8 8, 3 C°Piiff )9 4N CE 0.,.._ "cc:DADE° ilin 81311 12 817 6 y FED£R4t G ADAffiviu 1RA TIo c„:4I'M TioN N Do Not W In This Berk FOR FAA USE ONLY FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESAN BBD AS FOLLOWS: . UNITED STATES REGISTRATION NUMBER N 787TA RAAIRCRAFT MANUFACTURER & MODEL YTHEON 400A AIRCRAFT SERIAL NO. RK-260 DOES THIS 28Th DAY OF JAN., 2004 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: PURCHASER NAME AND ADDRESS (IF INDIVIDUAL (5). GIVE LAST NAME. FIRST NAME. AND MIDDLE INITIAL.) GRAND/SAKWA TRANSPORTATION, 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 28Th OF JAN., 2004. SELLER NAME (S) OF SELLER (TYPED OR PRINTED) SIGNAT E (S) (IN INK) (I ED F CO-OWNE P. TITLE (TYPED OR PRINTED) GRAND MAPLE ISTANT SECRETARY PROPERTIES, INC. JAMES R. DAUTERMAN OF FLIGHT OPTIONS, LW ACTING AS ATTORNEYIN-FACT FOR GRAND MAPLE PROPERTIES, INC. ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FM RECORDING HOWEVER. MAY BUIFSHRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) 0.106S1lab4 SS. 00 TS105/7004 ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition SONY_GM_02759372 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246294 EFTA01330757 ZZ o Lid S NBW LOS2. OdIV • ' C2lid SDNY_GM_02759373 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246295 EFTA01330758 U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION CROt3S-REFERENCE-RECORDATION I S. SEE CONVEYANCE NO FILING DATE: This fern is to be used in cases what a conveyance covers several aircraft and engines, propellers. or locations. File onginal of this form with the recorded conveyance and a copy in each aircraft folder involved. TYPE OF CONVEYANCE SEE: R061351 C301 P 1 FAA ASSIGNMENT DATE EXECUTED 09-22-2003 FROM RAYTHEON AIRCRAFT RECEIVABLES CORPORATION DOCUMENT NO. FF001660 TO OR ASSIGNED TO GENERAL AVIATION RECEIVABLES CORPORATION DATE RECORDED October 8, 2003 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: AIRCRAFT (list by registration sumac) I TOTAL. NIIMRFR INVOI VET) I N787TA ENGINES I Tam NIPARFR nfvfn WI) 2 MAKE(S) PRATT AND WHITNEY JT150-5 SERIAL NO. PCE-3A0287 PCE-3A0291 PROPELLERS I ',MAI NI TINRFR MIVOI WI) MAKE(S) SERIAL NO. SPARE PARTS -LOCATIONS I TOTAL NIIMRFR tNVOI VOI LOCATION RECORDED CONVEYANCE FILED IN: N787TA RAYTHEON 400A SERIAL NUMBER RK-260 AC FORM #0504.3 0-110 (0052-00-582-6000) SDNY_GM_02759374 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246296 EFTA01330759 SDNY GM 02759375 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246297 EFTA01330760 0 0 0 0 0 0 0 1 8 0 4 FF0016n FAA ASSIGNMENT ON C. This FAA Assignment (this "Agreement") is made as ot tneV daPiiiWtgiber, f 2003 (the "Effective Date") by and among Raytheon Aircraft Credit Corporation, a Kansas corporation ("RACC"), Raytheon Aircraft Receivables CorpallinsE,T a 6Carisrp qoqicpation ("RARC"), and General Aviation Receivables Corporation, a De aware corporation ("GARC"). FEDERAL AVIATION RECITALS: ADMINISTRATION A. RACC is the obligee and holder of the security agreement described on Annex 1 attached hereto (the "Security Agreement"). B. RACC desires to assign to RARC pursuant to the Amended and Restated Intercompany Purchase and Contribution Agreement dated as of September 1, 2003 (as amended, restated, supplemented or otherwise modified from time to time, the "Intercompany Agreement") between RACC and RARC all of RACC'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 such Security Agreement and all proceeds thereof (collectively, the "Assigned Rights"). C. RARC desires to assign to GARC pursuant to the Sale and Conveyance Agreement dated as of September I, 2003 (as amended, restated, supplemented or otherwise modified from time to time, the "Sale and Conveyance Agreement") between RARC and GARC all of RARC's right, title and interest in and to the Assigned Rights. D. GARC desires to assign all of its right, title and interest in and to the Assigned Rights to Bank of America, N.A. as Administrative Agent (in such capacity the "Administrative Agent") for the Secured Parties under a Fifth Amended and Restated Purchase and Sale Agreement (as amended, restated, supplemented or otherwise modified from time to time, the "Purchase Agreement") dated as of September 1, 2003 among GARC, RARC, RACC as originator and scrviccr, 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. RACC Assignment. In order to perfect RARC's interest in the Assigned Rights, RACC hereby sells, assigns and transfers to RARC all of RACC's right, title and interest in and to the Assigned Rights. 2. RARC Assignment. RARC hereby sells, assigns and transfers to GARC all of RARCs right, title and interest in and to the Assigned Rights. 032W/1520516 015.00 09/24/2002 SDNY_GM_02759376 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246298 EFTA01330761 r C1101411)10 ,r'ain/1)10 ZO £ Wd hZ I39 Ng nn SDNY_GM_02759377 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246299 EFTA01330762 0 0 0 0 0 0 0 ! 8 0 5 GARC Assignment. GARC hereby sells, assigns and transfers to the Administrative Agent for the ratable benefit of the Secured Parties all of GARC's right, title and interest in and to the Assigned Rights. 4. Other Agreements. This Agreement is entitled to the benefits of and is made subject to the terms and conditions of the Purchase Agreement, the Sale and Conveyance Agreement and the Intercompany Agreement. 5. counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 6. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAWS BUT OTHERWISE WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPALS). 7. Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG ANY OF THEM ARISING OUT OF, CONNECTED WITH, RELATING TO OR INCIDENTAL TO THE RELATIONSHIP BETWEEN THEM IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS (AS SUCH TERM IS DEFINED IN THE PURCHASE AGREEMENT). 8. Submission to Jurisdiction. EACH OF THE PARTIES HERETO HEREBY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE UNTED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND OF ANY NEW YORK STATE COURT SITTING IN THE CITY OF NEW YORK FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. NOTHING IN THE SECTION 8 SHALL AFFECT THE RIGHT OF ANY PERSON TO BRING ANY ACTION OR PROCEEDING AGAINST ANY OF THE PARTIES HERETO OR ANY OF THEIR RESPECTIVE PROPERTY IN THE COURTS OF OTHER JURISDICTIONS. 9. Severability of Provisions. If any one or more of the provisions of this Agreement shall for any reason whatsoever be held invalid, then such provisions shall be deemed -2- 1274985v 6 SDNY_GM_02759378 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246300 EFTA01330763 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, SONY 15, GM 02759379 and 17 EFTA_00246301 I EFTA01330764 0 0 0 0 0 0 0 I 8 0 6 sylverat54 from the remaining provisions of this Agreement and shall in no way affect the validity or enforceability of such other provisions. 10. Further Assurances. Each of the parties hereto agrees to do and perform, from time to time, any and all acts and to execute any and all further instruments required or reasonably requested by any other party hereto (or any of their successors or permitted assigns) to more fully effect the purposes of this Agreement. 11. Integration. This Agreement contains the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall (together with the other Transaction Documents) constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the Effective Datc. 1274985v6 RAYTHEON AIRCRAFT CREDIT CORPORATION a Kansas corporation By: Title: Assistant Secretary RAYTHEON AIRCRAFT RECEIVABLES CORPORATIO a Kansas corporation By: Title: Assistant Secretary GENERAL AVIATION RECEIVABLES CORPORA a Delaware corporation By: Title: Secretary -3- SDNY_GM_02759380 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246302 EFTA01330765 SDNY_GM_02759381 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246303 EFTA01330766 0 0. 0 0 0 0 0 ! 8 0 7 ANNEX I Security Agreement dated January 21, 2003, between Coronado & Associates, L.L.C., as debtor, and Raytheon Aircraft Credit Corporation ("RACC"), recorded by the Federal Aviation Administration on February 24, 2003, as Conveyance No. R061351 (the "Security Agreement") covering the Raytheon Aircraft Company model 400A aircraft bearing manufacturer's serial number RK-260, United States Registration No. N787TA, and two (2) Pratt & Whitney model JT I5D-5 aircraft engines bearing manufacturer's serial numbers PCE-JA0287 and PCE-JA0291. SDNY_GM_02759382 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246304 EFTA01330767 VV:OHVUO Al!".:';',1rtn-nsA0 ZO Lid hZ d3S Vt.? .. SDNY_GM_02759383 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246305 EFTA01330768 U.S. DEPARTMENT OF TRANSPORTATION d FEDERAL AVIATION ADMINISTRATION latOSS-REFERENCE—RECORDATION a • SEE CONVEYANCE NO FILING DATE: 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 SEE: GG025107 C008 P I FAA ASSIGNMENT DATE EXECUTED 09-22-2003 FROM RAYTHEON AIRCRAFT RECEIVABLES CORPORATION DOCUMENT NO. FF001659 TO OR ASSIGNED TO GENERAL AVIATION RECEIVABLES CORPORATION DATE RECORDED October 8, 2003 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE.: AIRCRAFT (Liu by registration number) I TATA] NI IMRFR Ito/NA/co I N787TA ENGINES I TATA' NI RARER INVOLVED/ 2 MAKE(S) PRATT AND WHITNEY IT I5D-5 SERIAL No. PCE-JA0287 PCE-3A0291 PROPFI I FRS I Trrrm Numnn MVO vrn MAKE(S) SERIAL NO. SPARE PARTS -LOCATIONS I TOTAI.N1 /MEER INVOl VET) LOCATION RECORDED CONVEYANCE FILED IN: N787TA RAYTHEON 400A SERIAL NUMBER RK-260 AC FORM 8050-23 (I46) (0952-tesszan SDNY_GM_02759384 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246306 EFTA01330769 I SDNY_GM_02759385 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246307 EFTA01330770 0 0 0 0 0 0 0 ! 9 6 5 F F 0 0 1 6 .9.9 FAA ASSIGNMENT This FAA Assignment (this "Agreement") is maragsVgrig rlilleptember, 2003 (the "Effective Date") by and among Bank of America, National Association as Administrative Agent (the "Original Agent"), Raytheoratir9caft Reicepriblcis carporation, a Kansas corporation ("RARC"), and General Aviation Receivables Corporation,sa Delaware corporation ("GARC"). FEDERAL AVIATION ADMINISTRATION 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 RARC's right, title and interest in and to the Assigned Rights. D. GARC desires to assign all of its right, title and interest in and to the Assigned Rights to Bank of America, N.A. as Administrative Agent (in such capacity the "Administrative Agent") for the Secured Parties under a Fifth Amended and Restated Purchase and Sale Agreement (as amended, restated, supplemented or otherwise modified from time to time, the "Purchase Agreement") dated as of September 1, 2003 among GARC, RARC, Raytheon Aircraft Credit Corporation as originator and servicer, the financial institutions and other entities from time to time parties thereto and purchasers thereunder and the Administrative Agent, in order to perfect the Secured Parties' rights in the Assigned Rights. NOW, THEREFORE, in consideration of the foregoing, the parties agree as follows: 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 RARCs 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. 032671445115 $15.00 09/24/2003 SDNY_GM_02759386 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246308 EFTA01330771 F • arvvolvatro toocw.swo oo.etc VW0E71N0 All0 'IYOW41510 2C I Lid 12 dB UV kosury YVI H.12; z.1,111.4 SDNY_GM_02759387 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00746309 EFTA01330772 0 0 0 0 0 0 0 1 9 6 6 ti 4. Other Agreements. This Agreement is entitled to the benefits of and is made subject to the terms and conditions of the Purchase Agreement and the Sale and Conveyance Agreement. 5. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 6. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAWS BUT OTHERWISE WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPALS). 7. Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG ANY OF THEM ARISING OUT OF, CONNECTED WITH, RELATING TO OR INCIDENTAL TO THE RELATIONSHIP BETWEEN THEM IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS (AS SUCH TERM IS DEFINED IN THE PURCHASE AGREEMENT). 8. Submission to Jurisdiction. EACH OF THE PARTIES HERETO HEREBY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE UNTED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND OF ANY NEW YORK STATE COURT SITTING IN THE CITY OF NEW YORK FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. NOTHING IN THE SECTION 8 SHALL AFFECT THE RIGHT OF ANY PERSON TO BRING ANY ACTION OR PROCEEDING AGAINST ANY OF THE PARTIES HERETO OR ANY OF THEIR RESPECTIVE PROPERTY IN THE COURTS OF OTHER JURISDICTIONS. 9. Severability of Provisions. If any one or more of the provisions of this Agreement shall for any reason whatsoever be held invalid, then such provisions shall be deemed severable from the remaining provisions of this Agreement and shall in no way affect the validity or enforceability of such other provisions. 1274909v6 SDNY_GM_02759388 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002463 to EFTA01330773 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, SONY 15, GM 02759389 and 17 EFTA_0024631 I I EFTA01330774 0 0 0 0 0 0 0 1 9 6 -bg 10. Further Assurances. Each of the parties hereto agrees to do and perform, from time to time, any and all acts and to execute any and all further instruments required or reasonably requested by any other party hereto (or any of their successors or permitted assigns) to more fully effect the purposes of this Agreement. 1 I. 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 •erg 1274909v6 By: Title: Vice sident RAYTHEON AIRCRAFT RECEIVABLES CORPORATI N, a Kansas corporation By: Title: Assistant Secretary GENERAL AVIATION RECEIVABL CORP , a Del ration By: Title: ecretazy SDNY_GM_02759390 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246312 EFTA01330775 SONYGM02759391 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246313 EFTA01330776 0 0 0 0 0 0 0 1 9 6 8 ANNEX I Security Agreement dated July 13, 2001 between Bergen Industries, Inc., as debtor, and Raytheon Aircraft Credit Corporation ("RACC"), assigned by RACC to Raytheon Aircraft Receivables Corporation ("RARC") by the FAA Assignment dated July 16, 2001, further assigned by RARC to Bank of America, National Association as Administrative Agent by the -FAA Assignment dated July 16, 2001, recorded by the Federal Aviation Administration on August 22, 2001, as Conveyance No. GG025107 (the "Security Agreement") covering the Raytheon Aircraft Company model 400A aircraft bearing manufacturer's serial number RK-260, United States Registration No. N787TA, and two (2) Pratt & Whitney model JT15D-5 aircraft engines bearing manufacturer's serial numbers JA0287 and JA0289. SDNY_GM_02759392 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246314 EFTA01330777 2C T bid 112 d3S t003 : A0U17 SONY_GM_02759393 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246315 EFTA01330778 U.S. DEPARTMENT OF TRANSPORTATION P e FEDERAL AVIATION ADMIJNTRATION .- . CROSS-REFERENCE-RECORDATION SEE CONVEYANCE NO 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 SEE: NN019133 C002 P 1 FAA ASSIGNMENT DATE EXECUTED 09-22-2003 FROM RAYTHEON AIRCRAFT RECEIVABLES CORPORATION DOCUMENT NO. FF001658 TO OR ASSIGNED TO GENERAL AVIATION RECEIVABLES CORPORATION DATE RECORDED October 8. 2003 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: AIRCRAFT Mist by registration amber) I TOTAL. NIIMRFR MVO! .VFO I N787TA ENGINES I IOTA' NIIMRFR rNvot WIT 2 MAKES) PRATT AND WHITNEY ITI5D-S SERIAL NO. PCE-JA0287 PCE-1A0291 PROPELLERS I TOT* I NIIMRFR INVOI WO MAKE(S) SERIAL NO. SPARE PARTS -LOCATIONS I TOTAL NUMBER INVOLVFO LOCATION RECORDED CONVEYANCE FILED IN: N787TA RAYTHEON 400A SERIAL NUMBER RK-260 AC FORM S050-23 (I-96) (0052-00417.4400) SDNY_GM_02 759394 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246316 EFTA01330779 4 4 • SDNY_GM_02759395 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246317 EFTA01330780 0 0 0 0 0 0 0 1 9 6 1 FF001658 A FAA ASSIGNMENT CONVEYANCE RECORDED This FAA Assignment (this "Agreement") is made as pf the a2 day of September, 2003 (the "Effective Date") by and among Bank of ArniffeapaiatiiihalpiltssiriAtion as Administrative Agent (the "Original Agent"), Raytheon Aircraft Receivables •Corporiaiion, a Kansas corporation ("RARC"), and General Aviation ReceivablagidiikralitpArtioRelaware corporation ("GARC"). ADhlINISTRATI0N RECITALS: A. Original Agent is the assignee and holder of the security agreement described on Annex I attached hereto (the "Security Agreement"). B. Original Agent desires to assign to RARC all of the Original Agent's right, title and interest in and to the Security Agreement, the obligations secured thereby, all payments with respect thereto, all rights under and with respect to the documents and collateral relating to each such Security Agreement and all proceeds thereof (collectively, the "Assigned Rights"). C. RARC desires to assign to GARC pursuant to the Sale and Conveyance Agreement dated as of September I, 2003 (as amended, restated, supplemented or otherwise modified from time to time, the "Sale and Conveyance Agreement") between RARC and GARC all of RARC's right, title and interest in and to the Assigned Rights. D. GARC desires to assign all of its right, title and interest in and to the Assigned Rights to Bank of America, N.A. as Administrative Agent (in such capacity the "Administrative Agent") for the Secured Parties under a Fifth Amended and Restated Purchase and Sale Agreement (as amended, restated, supplemented or otherwise modified from time to time, the "Purchase Agreement") dated as of September 1, 2003 among GARC, RARC, Raytheon Aircraft Credit Corporation as originator and servicer, the financial institutions and other entities from time to time parties thereto and purchasers thereunder and the Administrative Agent, in order to perfect the Secured Parties' rights in the Assigned Rights. NOW, THEREFORE, in consideration of the foregoing, the parties agree as follows: I. Original Agent Assignment. The Original Agent hereby sells, assigns and transfers to RARC all the Original Agent's right, title and interest in and to the Assigned Rights. 2. RARC Assignment. RARC hereby sells, assigns and transfers to GARC all of RARC's right, title and interest in and to the Assigned Rights. 3. GARC Assignment. GARC hereby sells, assigns and transfers to the Administrative Agent for the ratable benefit of the Secured Parties all of GARC's right, title and interest in and to the Assigned Rights. 032671445115 015.00 09/24/2003 SDNY_GM_02759396 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002463 I EFTA01330781 VII0H1/1NO AJ,10 'velitvixo zt r::!,s, traf..ro cocc \Pr', Ze i Wd hZ d3S i@l VG tWI.LVZI.D.::!;'!:: Ad'AIOUIV VVd (Mid SDNY_GM_02759397 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246319 EFTA01330782 0 0 0 0 0 0 0 I 9 6 2 — • $. Other Agreements. This Agreement is entitled to the benefits of and is made subject to the terms and conditions of the Purchase Agreement and the Sale and Conveyance Agreement. 5. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 6. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAWS BUT OTHERWISE WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPALS). 7. Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG ANY OF THEM ARISING OUT OF, CONNECTED WITH, RELATING TO OR INCIDENTAL TO THE RELATIONSHIP BETWEEN THEM IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS (AS SUCH TERM IS DEFINED IN THE PURCHASE AGREEMENT). 8. Submission to Jurisdiction. EACH OF THE PARTIES HERETO HEREBY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE UNTED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND OF ANY NEW YORK STATE COURT SITTING IN THE CITY OF NEW YORK FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. NOTHING IN THE SECTION 8 SHALL AFFECT THE RIGHT OF ANY PERSON TO BRING ANY ACTION OR PROCEEDING AGAINST ANY OF THE PARTIES HERETO OR ANY OF THEIR RESPECTIVE PROPERTY IN THE COURTS OF OTHER JURISDICTIONS. 9. Severability of Provisions. If any one or more of the provisions of this Agreement shall for any reason whatsoever be held invalid, then such provisions shall be deemed severable from the remaining provisions of this Agreement and shall in no way affect the validity or enforceability of such other provisions. 1274909v6 SDNY_GM_02759398 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246320 EFTA01330783 SONYGM_02759399 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246321 EFTA01330784 0 0 0 0 0 0 0 ! 9 6 3 0.- • gr 10. Further Assurances. Each of the parties hereto agrees to do and perform, from time to time, any and all acts and to execute any and all further instruments required or reasonably requested by any other party hereto (or any of their successors or permitted assigns) to more fully effect the purposes of this Agreement. 11. Integration. This Agreement contains the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall (together with the other Transaction Documents) constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the Effective Date. 1274909v6 BANK OF AMERICA, N.A., as Administrative Agent By: Title: Vi resident RAYTHEON AIRCRAFT RECEIVABLES CORPORATION a Kansas corporation By: Title: stant GENERAL AVIATION RECEIVABLES CORPORATION, a Delaware corporation By: Title: Secretary SDNY_GM_02759400 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246322 EFTA01330785 SDNY GM 02759401 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246323 EFTA01330786 0 0 0 0 0 0 0 1 9 5 4 ••• ANNEX 1 Security Agreement dated December 29, 1999, between FC Corporate Air Travel Inc., as debtor, and Raytheon Aircraft Credit Corporation ("RACC"), assigned by RACC to Raytheon Aircraft Receivables Corporation ("RARC") by the FAA Assignment dated December 29, 1999, further assigned by RARC to Bank of America, National Association as Administrative Agent by the FAA Assignment dated December 29, 1999, recorded by the Federal Aviation Administration on March 27, 2000, as Conveyance No. NN019133 (the "Security Agreement") covering the Raytheon Aircraft Company model 400A aircraft beating manufacturer's serial number RK-260, United States Registration No. N787TA, and two (2) Pratt & Whitney model JTISD-5 aircraft engines bearing manufacturer's serial numbers PCE-JA0287 and PCE-JA0291. SDNY_GM_02759402 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246324 EFTA01330787 •.• OEV1:10 A ZC tdd h2 d3S tT • .. SDNY_GM02759403 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246325 EFTA01330788 U.S. DEPARTMENT OF TRANSPORTATION FSPERALAVIATION ADMINISTRATION - . CROSS-REFERENCE-RECORDATION SEE CONVEYANCE NO 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 SEE: NN019131 0002 P 41 FAA ASSIGNMENT DATE EXECUTED 09.22-2003 FROM RAYTHEON AIRCRAFT RECEIVABLES CORPORATION DOCUMENT NO. FF001657 TO OR ASSIGNED TO GENERAL AVIATION RECEIVABLES CORPORATION DATE RECORDED October 8, 2003 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: AIRCRAFT (AN by registration number) I 'MIA! NIIMRFR INVOI %/Ft) I N787TA ENGINES • I IMPFAI NIIMRFR Nvnt wn 2 MAKE(S) PRATT AND WHITNEY IT15D-5 SERIAL NO. PCE-3A0287 PCE-3A0291 PROPM I PPS I TOTAL NUMBER ROAR vrn MAKE(S) SERIAL NO. SPARE PARTS -LOCATIONS I MTAI NIIMRFR INVOI vcn LOCATION RECORDED CONVEYANCE FILED M: N787TA RAYTHEON 400A SERIAL NUMBER RK-260 AC FORM 8050.2.3 (146)00524M-M24060) SDNY_GM02759404 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246326 EFTA01330789 SONYGM_02759405 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246327 EFTA01330790 00- t st 0 0 0 3 0 0 0 1 9 5 7 FF001657 FAA ASSIGNMENT CONVEYANCE RECORDED This FAA Assignment (this "Agreement") is mademo6rtkie ;clay of September, 2003 (the "Effective Date") by and among Bank of Airier-Tea, NdtioEtil isthiiiation as Administrative Agent (the "Original Agent"), Raytheon Aire itpc lio4 eivablide)ATA.I8OwN4tDelaware Corporation, a Kansas corporation ("RARC"), and General Aviation Receiv corporation ("GARC"). a RECITALS: A. Original Agent is the assignee and holder of the security agreement described on Annex attached hereto (the "Security Agreement"). B. Original Agent desires to assign to RARC all of the Original Agent's right, title and interest in and to the Security Agreement, the obligations secured thereby, all payments with respect thereto, all rights under and with respect to the documents and collateral relating to each such Security Agreement and all proceeds thereof (collectively, the "Assigned Rights"). C. RARC desires to assign to GARC pursuant to the Sale and Conveyance Agreement dated as of September I, 2003 (as amended, restated, supplemented or otherwise modified from time to time, the "Sale and Conveyance Agreement") between RARC and GARC all of RARC's right, title and interest in and to the Assigned Rights. D. GARC desires to assign all of its right, title and interest in and to the Assigned Rights to Bank of America, N.A. as Administrative Agent (in such capacity the "Administrative Agent") for the Secured Parties under a Fifth Amended and Restated Purchase and Sale Agreement (as amended, restated, supplemented or otherwise modified from time to time, the "Purchase Agreement") dated as of September I, 2003 among GARC, RARC, Raytheon Aircraft Credit Corporation as originator and servicer, the financial institutions and other entities from time to time parties thereto and purchasers thereunder and the Administrative Agent, in order to perfect the Secured Parties' rights in the Assigned Rights. NOW, THEREFORE, in consideration of the foregoing, the parties agree as follows: I. Original Agent Assignment. The Original Agent hereby sells, assigns and transfers to RARC all the Original Agent's right, title and interest in and to the Assigned Rights. 2. RARC Assignment. RARC hereby sells, assigns and transfers to GARC all of RARC's right, title and interest in and to the Assigned Rights. 3. GARC Assignment. GARC hereby sells, assigns and transfers to the Administrative Agent for the ratable benefit of the Secured Parties all of GARC's right, title and interest in and to the Assigned Rights. 002671405115 915.00 09/24/2003 SDNY_GM_02759406 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246328 EFTA01330791 't Wm. v;wro con,AisTAnn nA MORY1NO Z£ T pd 113 d3S CO to tr.:AL!. ,.2:S02111/ SDNY_GM_02759407 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246329 EFTA01330792 0 0 0 0 0 0 0 ! 9 5 8 , 4. Other Agreements. This Agreement is entitled to the benefits of and is made subject to the terms and conditions of the Purchase Agreement and the Sale and Conveyance Agreement. 5. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 6. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAWS BUT OTHERWISE WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPALS). 7. Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG ANY OF THEM ARISING OUT OF, CONNECTED WITH, RELATING TO OR INCIDENTAL TO THE RELATIONSHIP BETWEEN THEM IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS (AS SUCH TERM IS DEFINED IN THE PURCHASE AGREEMENT). 8. Submission to Jurisdiction. EACH OF THE PARTIES HERETO HEREBY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE UNTED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND OF ANY NEW YORK STATE COURT SITTING IN THE CITY OF NEW YORK FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. NOTHING IN THE SECTION 8 SHALL AFFECT THE RIGHT OF ANY PERSON TO BRING ANY ACTION OR PROCEEDING AGAINST ANY OF THE PARTIES HERETO OR ANY OF THEIR RESPECTIVE PROPERTY IN THE COURTS OF OTHER JURISDICTIONS. 9. Severability of Provisions. If any one or more of the provisions of this Agreement shall for any reason whatsoever be held invalid, then such provisions shall be deemed severable from the remaining provisions of this Agreement and shall in no way affect the validity or enforceability of such other provisions. -2- 274909v6 SDNY_GM_02759408 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246330 EFTA01330793 SDNYGM_02759409 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246331 EFTA01330794 0 0 0 0 0 0 0 ! 9 5 9 10. Further Assurances. Each of the parties hereto agrees to do and perform, from time to time, any and all acts and to execute any and all further instruments required or reasonably requested by any other party hereto (or any of their successors or permitted assigns) to more fully effect the purposes of this Agreement. 11. integration. This Agreement contains the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall (together with the other. Transaction Documents) constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the Effective Date. BANK OF AMERICA, N.A., as Administrative Agent I 274909v6 By: Title: Vice President RAYTHEON AIRCRAFT RECEIVABLES CORPO a Kansas corporation By: Title: "slant Secretary GENERAL TION RECEIVABLES CORP By: Title: Secretary ration SDNY_GM_02759410 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246332 EFTA01330795 SDNY GM 02759411 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246333 EFTA01330796 • 0 0 0 0 0 0 0 1 9 6 0 ANNEX 1 Security Agreement dated December 30, 1999 between Nassau Holding, Inc., as debtor, and Raytheon Aircraft Credit Corporation ("RACC"), assigned by RACC to Raytheon Aircraft Receivables Corporation ("RARC") by the FAA Assignment dated December 30, 1999, further assigned by RARC to Bank of America, National Association as Administrative Agent by the FAA Assignment dated December 30, 1999, recorded by the Federal Aviation Administration on March 27, 2000, as Conveyance No. NN019131 (the "Security Agreement") covering the Raytheon Aircraft Company model 400A aircraft bearing manufacturer's serial number RK-260, United States Registration No. N787TA, and two (2) Pratt & Whitney Ltd. model JT15O-5 aircraft engines bearing manufacturer's serial numbers PCE-JA0291 and PCE-JA0287. SDNY_GM_02759412 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246334 EFTA01330797 •.' ri:001)10 L13 ZC tJa hZ J39 t SDNY_GM_02759413 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246335 EFTA01330798 n fl 9 7 2 APPI040 as e.nMme isinathsweif or Aleecrcenuermeir OF TRANSPORTATION MION AMMON ACNO1•111A110114•0110TIMONAT Ancouvra cons _AIRCRAFT REGISTRATION APPLICATION CERT. ISSUE DATE afoIRATE° EWES ... ..aj itlleAFIETT 14 787TH nmiR a 1400EL • L. Raytheon 400A . E fl OCT - 8 21z3 AMAMI stout It j ' RK - 260 FOR FAA USE ONLY nee OF REGISTRATION (Check ono to.) 0 I. Intlyidual 0 Patel, 0 a Coelion Si 4 Co-ownor 0 S. Gall 0 8. 1."' CRII" CSPaeson WM OF APPLICANT (NN(n(.) sham on wane of one If wi0V4Juld. OW UR non. Ini non. eM es On) 0 15.) Kirk Air, LLC 6.25"; of 100/1 Gee Attachment cloit Ce4A S•[.9. -O-7\;) TELEPICINE NIANIER: I ) 111 AMMO Irene es me Ito is Axe gni) c/o Flight Options, LLC Kerte ale son 9fil gn nor P1 ca-Wr 1 glit Parkway Rural MAR P.O. Sow CITY Richmond Heights SINE OH a COOS 44143 0 CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Read the following statement WON, signing this application. This portion MUST be completed. A false a dahOre09 an.,. to any quettlon -n in otacerricet area, be 9p,nds pt ounstentent try leo am i or teramorrge. 1U.S COCO, nee It Sec 10011 III CERTIFICATION avt Cons (I) ITO Inli sow snit • awed of se tend won& etc • • can (it. onneonol 0 no Unlod linos Pa NOR Rua pa ram* of Oa ) a PIECE ONE AS APPROPRIATE: A OARSMAN an. Re Yen apse (Far 1., 5i a FOrrn ISM] No • 0 A nen one ern ns dons owe nos too lows ol OWN — ale sass suss is laud as p. In vsos r the We*, Sias Flecoros nom ton loo mean', to bVITAC•00 al la hill Om non • ml tossedant ve urns of in Ingo mew reel m mit rag wawa al 0,...vdo . rio...30, pa. Men Sled wet MO Team, Man POniratraten NOTE: II sontled lOf CO-Ownersin all snags mad Sr. Use maw side if necessary TYPE .. .INT NAME SIGNATURE li TITLE Assistant Secretary'g, light Options, LLCNOorierOd nnsacting as Attorney-Inn Fact for Kirk Air, LLC _ h2 i 8 npE t( ESSPOTURE TITLE Ar oat NOTE Ps' nialte ce the coin/me of Ann neon PS Scroll may be opargiej to a pok0 rol n opesei El 90 dm. ctenng Seth lk, iho PINK cc, Or En -10099040 final be 07144 int Ili *ICA Re ROM SOSGI (12S0) (C052(0.62(4(07) &gauges Rivas Editto SONY_GM_02759414 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00246336 EFTA01330799 ilT IIV7M° t• 9: S Or wy 02 my tie fri SDNY_GM_02759415 21- TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00246337 EFTA01330800 0 0 0 0 0 0 0 0 9 7_ 3 ATTACHMENT TO AIRCRAFT, RtGlb . RATION APPLICATION Oa-Vac& to Lei -O3 Reg ft: N787TA Model: Raytheon 400A 1.) 2.) 3.) 4.) 5.) 6.) 7.) 8.) 9.) 10.) 11.) 12.) 13.) 14.) 15.) S/N#: Name of Applicant: RK-260 Address: Shown on Original form hereto Owning an undivided Interest of: Bloomfield Investment Company, LLC 6.25% of 100% Wilero L.L.C. 6.25% of 100% Shown on Original form hereto MAKA of Turtleland L.L.C. 6.25% of 100% Shown on Original form hereto East Penn Manufacturing Co., Inc. 6.25% of 100% Shown on Original form hereto FC Corporate Air Travel, Inc. 6.25% of 100% Shown on Original form hereto Sample!, L.L.C. 6.25% of 100% Shown on Original form hereto Pilgrim Cove Air LLC 6.25% of 100% Shown on Original form hereto Leonard M. Rand & Barbara E. RandTrustees 12.50% of 100% Shown on Original form hereto Air Ghislaine, Inc. 6.25% of 100% Shown on Original form hereto Nassau Holdings. Inc. 6.25% of 100% Shown on Original form hereto Bergen Southwest Steel, Inc. 6.25% of 100% Shown on Original form hereto Grand Maple Properties, Inc. 6.25% of 100% Shown on Original form hereto Avelar, LLC 6.25% of 100% Shown on Original form hereto Coronado & Associates, LLC 6.25% of 100% Shown on Original form hereto Signatures: Title: Assistant Secretary of Flight Options, LW acting as Attorney-in-Fact for Date: #1.2,3.4.5,7.11.12,13,14 kmet-c2a Vice President of Raytheon Travel Air Acting as Attorney-in•Fact #6.8,9.10 fiy signing above. the applicant agrees and stipulates (I) to the teens. conditions and certification of the AC Form 8050-1 Aircraft Reirlf86011APcialtiOn. to which this page is attached (the 'Applicabonl. (0) that all of the Information set forth on the Application is hue and Cuffed as of this date, and (III) the Application may be executed by the co-owners by executing separate counterpart signature pages, etch of which Mien so executed and delivered shad be an anginal. but ad such counterparts Shell together constitute but one and the same application. SDNY_GM_02759416 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246338 EFTA01330801 • 0 , VP:CW:1:10 ;:""C9V1NO OS 01 LIU 02 OAU t to • :1.:VIJOUIV V3 kil.4 SDNY_GM_02759417 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246339 EFTA01330802 0 0 0 0 0 0 0 0 9 7 4 • aATTACHMENT TO AIRCRAFT REGISTRATION APPLICATION aCL.,iceo 8-(1-o'! Reg #: N787TA Address: Model: Raytheon 400A S/N#: RK-260 Owning an undivided Name of Applicant: Interest of: 1.) Bloomfield Investment Company, LLC 6.25% of 100% Shown on Original form hereto 2.) INilero L.L.C. 6.25% of 100% Shown on Original form hereto 3.) MAKA of Turtleland L.L.C. 6.25% of 100% Shown on Original form hereto 4.) East Penn Manufacturing Co., Inc. 6.25% of 100% Shown on Original form hereto 5.) FC Corporate Air Travel, Inc. 6.25% of 100% Shown on Original form hereto 6.) Samolot, L L C. 6.25% of 100% Shown on Original form hereto 7.) Pilgrim Cove Air LLC 6.25% of 100% Shown on Original form hereto 8.) Leonard M. Rand & Barbara E. Rand-Trustees 12.50% of 100% Shown on Original form hereto 9.) Air Ghislaine, Inc. 6.25% of 100% Shown on Original form hereto 10.) Nassau Holdings, Inc. 6.25% of 100% Shown on Original form hereto 11.) Bergen Southwest Steel, Inc. 6.25% of 100% Shown on Original form hereto 12.) Grand Maple Properties, Inc. 6.25% of 100% Shown on Original form hereto 13.) Avatar, LLC 6.25% of 100% Shown on Original form hereto 14.) Coronado & Associates, LLC 6.25% of 100% Shown on Original form hereto Signatures: Title: Date Loaazica Assistant Secretary of Flight Options, LLC acting as Attorney-in-Fact for #1,2,3,4,5.7,11,12,13,14 Vice President of Raytheon Travel Air Acting as Attorney-in-Fact #6.8,9,10 By signing above. the applicant agrees and stipulates (I) to the terms, conditions and certification of the AC Forth 8050-1 Aircraft Registration Application. to which this page is attached (the "Appficationl. (II) that all of the information set forth on the Application is true and correct as of this date, and (111) 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 sane application. SDNY_GM_02759418 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246340 EFTA01330803 0 rl!ONV1}10 AEO OS Or WEI 02 911t) t00? ....... .. 111/:1081V VV.; 03714 SDNY_GM_02759419 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 0024634I EFTA01330804 0 0 9 7 1 FORM APPROVED OMB NO. 21200042 UNITED STATES OF AMERICA 0. S. .DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION .... ADMINISTRATION AIRCRAFT BILL OF SALE F F 0 0 1 656 RECORDED OCT 8 PI' if ti0 FEDERAL. AVIATION ADMINISTRATION Write F Do Na OR FM In This Nod( USE ONLY FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL CONVEYANCE AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: • ire UNITED STATES REGISTRATION NUMBER N 787TA AIRCRAFT MANUFACTURER & MODEL RAYTHEON 400A AIRCRAFT SERIAL NO. RK-260 DOES THIS r DAY OFJULY, 2003 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: PURCHASER NAME AND ADDRESS (IF INDIVIDUAL (S) GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL.) KIRK AIR, LLC 6.25% OF 100% 1024 HIBBARD RD. WILMETTE, IL 60091 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 71" DAY OF JULY, 2003. SELLER NAME (S) OF SELLER (TYPED OR PRINTED) SIGNAT RE (S) (IN INK) (IF X CUTED CO-OWNER' IP ALL MU SIGN.) TITLE (TYPED OR PRINTED) FLIGHT OPTIONS, LLC ASSISTANT JAMES R. DA ERMAN 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 (9192) (NSN 0052-00-629-0003) Supersedes Previous Edition 03232110202S 05.00 OS/20/2003 SONY_GM_0275.9020 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246342 EFTA01330805 ASOSOUISPVCO COOSVDS\SO OO.ft VII0I1V1)10 Ai In t.n.fr.":VTA0 OS Or WY 02 900 Oil ea HOLL: v;' :u;,1; C311.4 SDNY GM 02759421 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246343 EFTA01330806 FORM APPROTTO nOn00 9 7 8 c..., 2•2003.2 o 0 ITO SUITS OF AMERICA OERUITMENT OF TPARSPORTATION Maw AMNION AmaleaTilasali-Mia NOMIONITY AMIONAIMCAL CORD MICRAFT REGISTRATION APPLICATION CERT ISSUE DATE - .. WOES SLOES MAMMON NUMBER N 787TH AIRCRAFT MAMUFACTURER a MODEL milgg henn IdEM W JUL 3 12003 . AMpRIVT MAK Ns kg -260 FOR FM USE ONLY TYPE OF PEO4TRATION (ONO om SRI ' O T. MINAS O a Panel.** O 3 etepontbon El 4. Couveuer O S. Cewl. O 11.."": 42." NAME OF APPLICANT (Pana007 ram an eadiaos al ommetal I .IMO . TS NM nom RV An aid able Ma.) • 15.) Flight Options, LLC 6.25% of 100% (See Attachment 8 .034c), tifr.li api) STUMM NUDISM I 7 POMP) Pinged Se an ter to meet SINAI Flight Options, LLC as ant an 26180 Curcis W.i.ht Parkway awl ROAR PO. Sat CITY Richmond Heights SUM OH TY CCOE 44143 1:1 CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Reed the following statement before signing This application. This portion MUST be compMted. A 11.• a <Stone, raw n any qmseon In un acoloalsen Amy be gaga patina by My and 1 by yrobwerneni IUS Coat Tan It SIC /001) • CERTIFICATION IME CERnry (I) TN, ov Atos aloe, a ~AI by Ts IMMTIERla •Macart. My a • Claw, aa:NasI onaraaval U Me Limed Siam (Fa vamp Owl {Two Arm of Imam' CHECK ONE AS IPPMPRIATE: a 0 A NOON' Mon. alb Man imInilko bola IASI ar Fenn I-SSII NP - b 0 A nonaana copenika egentted aml deli Sebum tedo Vie Um el hate en, um wee li bog ord gamey al ia re Wald Sala lima* a ARM nowt in, #.,..1•04 tot Ramalon al (2) Rai ea * is AM ragelmed tale to Ian of cry talc% cony: eV DI Tat NO Rabe al ~flap a Mimtea a Ma been No we, the Figural Anoka Accent -Ku NOTE'. I executed tor co-owneiShO WI MRCSS must slut Use Anne We II nOCOSSIIIV. TYPE OR T NAME • SIGNA €. y an "IA Vice President of Flight Options, LLC °ATE tp,43.O3 b • 2 mu AV DATE IN SIGNATURE TtlIS OATS M3TE Nedra, nIMOI 0 Ea CRIACIA• al ...Pin Weibel" OM MITT Wiry be operas fa one AM V. Wand TO Osys. Ong stem, Tare as PAN ow ',QUM apptiCalon mat be area . the stool AC Fonne)504 (IMO) (0:6240428-9:07) Supersedes Proems WW1 SDNY_GN1_02759422 :T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00246344 EFTA01330807 r . • VI10i1V-O0 X119 vi-. nO1`,10 c2 of hiu Ea NIT thg? VIAIIU"3" SDNY_GM_02759423 1 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00246345 EFTA01330808 0 0 0 0 0 0 9 ATTACripnENT TO AIRCRAFT APPLICATION 7 9 EGIST TION u—cis -03 Reg #: N787TA Model: Raytheon 400A SIN#: RK-260 Name of Applicant: Bloomfield Investment Company, LLC Wilero L.L.C. Maka ofturkiekno, ►.LC.- East Penn Manufacturing Co., Inc. FC Corporate Air Travel, Inc. 6.) Samolot. L.L.C. 7.) Pilgrim Cove Air LLC Leonard M. Rand & Barbara E. Rand8.) Trustees 9.) Air Ghislaine, Inc. 10.) Nassau Holdings, Inc. 11.) Bergen Southwest Steel. Inc. 12.) Grand Maple Properties, Inc. 13.) Avelar, LLC 14.) Coronado 8 Associates, LLC Signatures: Owning an undivided Interest of: 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 12.50% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% TilJe: Vice President of Flight Options, LLC Acting as Attorney-in-Fact #1,3,4,5,7,13,14 Address: Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Vice President of Raytheon Travel Air Acting as Attorney-in-Fact # 2,6.8.9.10,11,12 Date: By signing above, the applicant agrees and stipulates (I) to the terms, conditions and certification of the AC Form 8050-1 Aircraft Registration Application, to which this page is attached (the 'Applicationl. (II) that all of the information set forth on the Application is true and curved 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 onginal, but all such counterparts shall together constitute but one and the same application. SDNY_GM_02759424 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246346 EFTA01330809 V11001)10 Jam Vr:41111)10 131 Nt 11011.9kiite., 1.tVV.01.IN V V 1.1114 GB t14 SDNY_GM_02759425 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246347 EFTA01330810 1.) 2.) 3.) 4.) 5.) 6.) 7.) 0 0 0 0 0 0 0 0 9 0 ATTACHMENT TO AIRCRAFT REGISTRATION APPLICATION aCaCcd14/ Reg 4: N767TA Model: Raytheon 400A S/N11: RK-260 Owning an undivided Name of Applicant: Bloomfield Investment Company, LLC Wilero L.L.C. Maka of Turrtleland L.L.C. East Penn Manufacturing Co., Inc. FC Corporate Air Travel,Inc. Samolot, L.L.C. Pilgrim Cove Air LLC Leonard M. Rand & Barbara E. Rand-Trustees Air Ghislaine, Inc. Nassau Holdings, Inc. Bergen Southwest Steel, Inc. Grand Maple Properties, Inc. Avatar, LLC Coronado & Associates, LLC Signatures: 8. WgllQ.oeR Interest of: 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 12.50% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% Address: Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Title: Vice President of Flight Options, LLC Acting as Attorney-in-Fact #1,3,4,5,7.13.14 Date: Vice President of Raytheon Travel Air Acting as Attorney-in-Fact # 2,6,8,9,10,11,12 Vice President of Flight Options, LLC for #15 4-ts-Q3 By signing above, the applicant agrees and stipulates (I) to the teens. condbons and certification of the AC Form 8050-1 Aircraft Registration Application. to which this page is attaChed (the -Appliaiionl. (II) that all of the information sal forth on the Application is true and currect as of this date, and (III) the Application may be executed by the co-oymers by executing separate counterpart signature pages. each of Mitch when so executed and delivered shall be an original, but al such counterparts shall together constitute but one and the same application. SDNY_GM_02759426 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246348 EFTA01330811 WVOM9))0 4110 Vi1F 7•Htilk CZ Of yid sr Nor se u3 uOLIMUltf I 1"1011 VV4 /23-174- SONY_GM_027 59027 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246349 EFTA01330812 0 0 0 0 0 0 0 FORM APPROVED OMB NO. 2120-0042 UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATIM ADMINISTRATION AIRCRAFT BILL OF SALE 0 3 1 1 0 E RECORDED RN 10 58 AVIATION Do Not In T Block FOR Wnte FM USE ONLY FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LECIVIVEYANC AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES 1603 JUL it REGISTRATION NUMBER N787TA FEDERAL AIRCRAFT MANUFACTURER & MODEL ADMINI5TRATION RAYTHEON 400A AIRCRAFT SERIAL NO. RK-260 ' DOES THIS 30Th DAY OF APR., 2003 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: ce us < co x u et D O. NAME AND ADDRESS (IF INDIVIDUAL (S). GIVE LAST NAME. FIRST NAME. AND MIDDLE INITIAL.) FLIGHT OPTIONS, LLC 6.25% OF 100% 26180 CURTISS-WRIGHT PARKWAY RICHMOND HIS., OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 30TH OF APR., 2003. W KIRK —i —i w u) NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) (IN INK) EXECUTED FOR CO-OWN P ALL in SIGN.) TITLE (TYPED OR PRINTED) AIR, LLC VICEPRESIDENTOF JAMES R. DAUTERMAN FLIGHT onions, tic AS ATTORNEY IN FACT FOR KIRK MR, LLC ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING HOWEVER. ANY BE REQUIRED , BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) 031691052302 85.00 06/18/2003 1 ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition SDNY_GM_027 59428 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246350 EFTA01330813 VP:OW/1)10 9VT,I0 Ca 01WH 81 ror COO? uu 12,1Z:021V VVJ HL 031U SDNY_GM_02759429 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246351 EFTA01330814 U.S. DEPARTMENT OF TRANSPORTATION , FEDERAL AVIATION ADMINISTRATION CROSS-REFERENCE--RECORDATION SEE CONVEYANCE NO 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 SECURITY AGREEMENT DATE EXECUTED JANUARY 21, 2003 FROM RAYTHEON AIRCRAFT CREDIT CORP DOCUMENT NO. R06135 I TO OR ASSIGNED TO CORONADO & ASSOCIATES LLC DATE RECORDED February 24, 2003 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: AIRCRAFT (List by registration flambe) I TOTAL NUMFIER INVOLVED I N787TA ENGINES I TOTAI NI IMRFR INVOLVED 2 MAKES) PRATT & WHITNEY JTISD-5 SERIAL NO. PCE-JA0287 PCE-JA029 I PROPELLERS TOTAl NI MRFR INVOt VEll MAKE(S) SERIAL NO. SPARE PARTS -LOCATIONS TOTAL Ni INIRFR INVOI VED LOCATION RECORDED CONVEYANCE FILED IN: N787TA RAYTHEON 400A SERIAL RK-260 AC FORM 80S0-23 (I- )( SDNY_GM_02759430 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246352 EFTA01330815 SDNY GM 02759431 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246353 EFTA01330816 0000000 1 3 1 3 RACC SECURITY AGREEMENT R061351 •CONVEYANCE Raytheon Aircraft Credit Corporation Rt6Otiti 2003 FEB 29 PM 3 07 1. Grant of Security Interest. To secure the payment and performance of: allot .the:biiligaiions due Raytheon Aircraft Credit Corporation (hereinafter referred to as "RACC, by,Goionsidg etspeFlates, LLC (hereinafter referred to as "Debtor") under that certain Promissory Note (hkifairiatfbr 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, including all such obligations or indebtedness that would become due but for the operation of the automatic stay pursuant to §362(a) of the Federal Bankruptcy Code and the operation of §§502(b) and 506(b) of the Federal Bankruptcy Code and including, without limitation, post-petition interest (collectively, the 'Obligations", Debtor hereby 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 6.29% interest in Raytheon Aircraft Model 1999 Beechjet 400A, Serial Number RK-260, Registration Number N787TA (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 & WhitneyModel: JT15D-5; Shaft Horsepower: over 750- Serial Number (L): PCE-JA0287; Serial Number (R): PCE-JA0291, 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 Debtors right, title or interest in the Aircraft, including, without limitation, the Flight Options, LLC ("Flight Options') agreements described as follows: Master Interchange Agreement, Owners Agreement, Management Agreement, and Purchase Agreement, including any amendments thereto (collectively the "Operative Agreements"). C. All proceeds of the foregoing, including, without limitation, all contract rights, general intangibles, accounts, cash, and goods, all payments under any insurance covering the Aircraft and any of its engines, propellers, equipment, accessories and accessions and all payments to Debtor from Flight Options in connection with the exercise of any option to buy or sell Debtor's undivided interest in the Aircraft pursuant to the Aircraft Interest Purchase Agreement. The security interest granted herein is a purchase money security interest under the Kansas Uniform Commercial Code. 2. Operative Agreements. Debtor represents and warrants that on the date of this Security Agreement, the Operative Agreements 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 Debtor has no right to offset or defense under or with respect to any of the Operative Agreements. Debtor shall fully perform all Debtor's obligations under the Operative Agreements. Debtor authorizes and directs Flight Options and its successors, assigns and affiliates to provide RACC, as the secured party, with such BMc20Dedn dur~ ' SDNY_GM_02759432 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 030291014458 015.00 01/29/2003 EFTA_00246354 EFTA01330817 V14011171)10 A110 VI-10i4V1)10 CT OT tal 6Z NEW CO. a0 NOLL v daS;t)3S V V3 0311.3 SDNY_GM 02759433 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246355 EFTA01330818 0 0 0 0 0, 0 I 3 I information as RACC may request regarding the Operative Agreements, any material 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 Operative Agreements 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 Operative Agreements to perform any of the Debtor's 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 Flight Options, 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. 3. Debtor's Warranty of Title end 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) and shall remain at all times the owner of the Collateral free from any prior security interest, lien or encumbrance. WITHOUT IN ANY WAY LIMITING THE FOREGOING, CUSTOMER SHALL NOT SELL, TRANSFER, ASSIGN, CHARTER, SUBLEASE, CONVEY, PLEDGE, MORTGAGE OR OTHERWISE ENCUMBER ITS OR RACC'S INTEREST IN AND TO THE AIRCRAFT OR DEBTOR'S UNDIVIDED INTEREST THEREIN, AND ANY SUCH SALE, TRANSFER, ASSIGNMENT, CHARTER, SUBLEASE, CONVEYANCE, PLEDGE, MORTGAGE OR ENCUMBRANCE, WHETHER BY OPERATION OF LAW OR OTHERWISE, WITHOUT THE PRIOR WRITTEN CONSENT OF RACC SHALL BE NULL AND VOID. Debtor will defend the Collateral against all claims and demands of all persons claiming interest therein. Debtor further warrants that it is and shall remain at all times 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. Except as otherwise expressly provided in the Operative Agreements (it being acknowledge that performance by Flight Options of its related obligations under the Operative Agreements shall be deemed to be performance by Debtor for purposes of this Section 5), Debtor shall operate, maintain and repair the Collateral and retain actual control and possession thereof In accordance with the following provisions: 5a. 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. 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. 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. 5d. Debtor will use reasonable care to prevent the Aircraft from being damaged or injured and will promptly (but in no event later than 60 days after discovery) replace any part or component of the Aircraft BAlc20Dectr2 SDNY_GM_027 59434 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9,10, 15, and 17 EFTA_00246356 EFTA01330819 SONYGM02759435 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246357 EFTA01330820 0 0 0 0 0 0 0 I 3 I t Aitcraft, the Aircraft or any part thereof (including, without limitation, any warranty of the manufacturer of the Aircraft or any component or Flight Options), or in any way relating to or arising out of the manufacture, inspection, construction, purchase, pooling, interchange, acceptance, rejection, ownership, titling or re-titling, delivery, lease, sublease, possession, use, operation, maintenance, management, condition, registration or re-registration, sale, return, removal, repossession, storage or other disposition of any undivided interest in the Aircraft, the Aircraft or part thereof or any accident in connection therewith (including, without limitation, latent and other defects, whether or not discoverable, and any Claim for patent, trademark or copyright infringement). Notwithstanding the foregoing, Debtor shall not be required to indemnify RACC for (a) any Claim caused solely and directly by the gross negligence or willful misconduct of the RACC or (b) any Claim in respect of the Aircraft arising from acts or events which occur after any and all other obligations of any kind whatsoever of Debtor hereunder and under the other Transaction Documents have been luny paid and/or performed, as the case may be, unless any such Claims were caused by Debtor (or any stockholder, director, officer, employee, successor, assignee, agent or servant of Debtor) or resulted or arose, directly or indirectly, from any acts, events or omissions of any kind whatsoever during the term hereof. The liability of Debtor to make indemnification payments shall, notwithstanding any expiration or other termination (whether voluntary, as the result of an Event of Default, or otherwise) hereof or any of the other Transaction Documents, continue to exist until such indemnity payments are irrevocably made in full by Debtor and received by RACC. If any Claim is made against Debtor or RACC, the party receiving notice of such Claim shall promptly notify the other, but the failure of the party receiving notice to so notify the other shall not relieve Debtor of any obligation hereunder. 10. Event of Default. Upon the occurrence of an Event of Default, as defined in the Promissory Note, subject to the terms of the Operative Agreements, (a) RACC shall have the right to exercise (i) RACC's option to sell Debtor's interest in the Aircraft pursuant to Section 6.2.3 of the Aircraft Interest Purchase Agreement and shall be entitled to apply to the outstanding Obligations all amounts payable to Debtor in connection with such option exercise and/or (ii) all remedies allowed by law, including, without limitation, those available to a secured party under the Uniform Commercial Code and (b) to the extent practicable given the nature of the Collateral, 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 Obligations, 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. After the occurrence of an Event of Default, Debtor agrees that, RACC may fly or otherwise move the Aircraft for demonstration and other purposes reasonably related to a proposed public or private sale or other disposition of the Collateral. Notwithstanding the foregoing, RACC may at its option and in its sole discretion keep idle, lease, or use or operate all or part of Debtors undivided interest In the Aircraft without any liability whatsoever. To the extent permitted by applicable law, Debtor hereby waives any rights now or hereafter conferred by statute or otherwise which may require RACC to sell, lease or otherwise use Debtor's undivided interest in the Aircraft, and/or the Aircraft In mitigation of RACC's damages as set forth in this Section or otherwise provided herein or which may otherwise limit or modify any of RACC's rights or remedies under this Section or otherwise provided herein. 11. Sale of Aircraft and/or Related Collateral. In the event the Aircraft and/or related Collateral Is sold, RACC may declare all Obligations Immediately due and payable. BNic20Dcc02 SONY_GM_02 759436 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246358 EFTA01330821 SDNY_GM_02759437 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246359 EFTA01330822 0 0 0 0 0 0 0 ! 3 ! J 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 and hereby acknowledges and agrees that it shall be liable for any deficiency that may exist atter the application of such sale proceeds to the Obligations. All rights and remedies of RACC provided herein are subject to the limitations set forth in the Operative Agreements that relate to Debtor's interest in the Collateral and RACC acknowledges and agrees that RACC shall recognize the rights of the other Joint Owners of the Aircraft, the Manager and Flight Options as defined in and in accordance with the terms of the Operative Agreements and that notwithstanding the occurrence of any Event of Default, RACC shall allow the Aircraft to continue to be operated under the Operative Agreements as such operations relate to the other Joint Owners. 12. 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. 13. 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 Operative Agreements, 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. 14. 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. 15. 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. 16. 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. 17. WAIVER OF RIGHT TO JURY TRIAL. ALL PARTIES TO THIS SECURITY AGREEMENT HEREBY VOLUNTARILY, KNOWINGLY AND IRREVOCABLY WAIVE ANY CONSTITUTIONAL OR OTHER RIGHT EACH MAY HAVE TO A TRIAL BY JURY IN THE EVENT OF LITIGATION CONCERNING THIS SECURITY AGREEMENT. 18. Damages. To the extent that any party hereto is subject to liability for any breach under this Security Agreement, the liability of such party shall be limited to the actual and direct monetary damages caused by such breach. In no event shall any party hereto be liable for Indirect, special, consequential, multiple or punitive damages, or any damage deemed to be of an indirect or consequential nature arising out of or related to its performance hereunder, whether based upon breach of contract, warranty, negligence and whether grounded in tort, contract, civil law or other theories of liability, including strict liability. To the BMc20Dtc02 SDNY_GM_02759438 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246360 EFTA01330823 SDNY_GM_02759439 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246361 EFTA01330824 0 0 0 0 0 0 0 1 3 1 / extent that this limitation of liability conflicts with any other provision(s) in this Security Agreement, said provision(s) shall be regarded as amended to whatever extent required to make such provision(s) consistent with this Section 18. 19. Enforceability. The unenforceability of any provision hereof shall not affect the validity of any other provision hereof. 20. Binding Agreement All obligations of Debtor hereunder shall bind the heirs, agents and attorneys-intact, 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. 21. Assignment. RACC may transfer or assign all or any part of its interest in this Security Agreement without the consent of Debtor Of 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. 22. Entire Agreement This Security Agreement, the Promissory Note and the Operative Agreements 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. 23. Miscellaneous. Time is of the essence hereof. RACC's failure to insist on performance of any of the terms and conditions contained in this Security Agreement or the Promissory Note or to exercise any right or benefit will not constitute a waiver unless the waiver is in writing, executed by an authorized representative of RACC. RACC's waiver of any default hereunder or thereunder will not thereafter waive those terms, conditions, rights or privileges, whether of the same or a similar type. 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. BMc2ODu02 SDNY_GM_02759440 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246362 EFTA01330825 i SDNY_GM_02759441 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246363 EFTA01330826 (3 0,..0 0 0 0 0 I 3 • 'Ellecuted as of this al_fay of January, 2003. at Wichita, Kansas. Debtor. Coronado ates, LLC Debtor: N/A N/A (signature) N/A Address: 2451 S. Buffalo, Suite 100 Address: N/A Las Vegas, NV 89117 RAYTHEON AIRCRAFT CREDIT CORPORATION By. 'Ft Andrew A. Mathews President amc20Occ02 (title) hereby ce ' his is atrye e t c AiIt I SDNY_GM_02759442 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246364 EFTA01330827 VI-I0H1/1)10 A110 7WOHV1510 CI 01 WEI 6Z Nur £0. Zr3 NOI1V 11: S:D14 117 tO vv FL UM 03113 SDNYGM02759443 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246365 EFTA01330828 POW IMMO Ole 212103d UNITED STATES OF AMERICA OETTAFFIVEW OF IFMNSITCSTATIODI 77"5",44:77:4*:10574=71"-r 2 CERT ISSUE DATE • .1 r R FEB 242003 UNITED STATES •remstimnow mean N 787 TA APICRAFT multIRICTUPER & MODEL 'Raytheon 400A ANCRAFT SERIAL Hp RK -260 FOR FM USE ONLY • TYPE OF REOIsTmnat( (Check cal OP) 0 t Irdtvkkall 0 2 eannwship 0 3. Cowman Ea 4. CactemOr 0 S. 1301a 0 5 lica4"."" NAME Or APPLICANT Merano) *cart ca vane el Comettp. I intacuol. ENO Not was ON adine. and rode. reel) III 15.) Coronado and Associates, LLC 6.25% of 100% (See Attachment &eve. \ - a y-O1) TELEPHONE HIS I ) OWES'S IFTweeMVP AMOS Options lit d c/o Flight a Naas AS See. 26180 Curtiss-Wright Parkway Rea Nat P.O. Hoc an Richmond Heights SINE OH ZP CODE 44143 O CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Road the following statement before signing this application. This portion MUST b completed. A NY or &Mow nay to an/ •••104 nine Apple:~ mat to spans kw pp...impel o Pee Dadra ttrortscuratt OAR Cede. TOT N. Sec %Ott • CERTIFICATION III Tale lie lbws antall 15 wad by the taverna! Sot 1010 • 5 *UM 01:•Oftra comae:oast at. WM Maws CRP Ian Ha Elve more a evoad I. or deaf of PS APIN1OPRLATE • (3 A esikIpM Nee, all Sr warn. (ram 1.131 a Fate 1.531) NO • OATH...atm terraria, awaed and d* ..." 0" 'all' re we' of WAN W oaf mann is baled are PO?alW a) a Pa Wed SRNs Pen a 01014 lass re &alum to. ,ftwecta, ii 01 The re mann 4 tx:4 tegrisove Tat. He Ian cd pH Darer canny: and TS) ETMT MOP tamlanco al oanwalsp n Barad of It bee, MOO ••• MO Was Amato. •Ortir•I•10, NOTE: II executed 10r 00-Canership all apciconft mat Sr. USO FOVtt$0 sde d necessary TYPE PR NAME L. SIGNAT I i NI s %unsYlce President of ptions, LLC COTE ‘Qiir sT3 RE TITLE acting as Ai-Lorne In—Fact for Coronado Assaciatas, ur jean and SIGNATURE 11TLE 06 DATE NOTE Prang Nap/ a a In ea an nand 90 re Certdosio cd Pecan Faustasax MD Swat may Prated Ceo0d dept cbstrq oath woe we P** a py 0 I 11•4 yxicanon ear be 021•0d • IND 'RDA AC Poem 8):04 (MG 1:05240432843007) Spersedas Remus Edam SONY_GM_02759444 7 TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00246366 EFTA01330829 • VII044V1NO VHOREISIO ZI UT MU 62 Nur £0. $3 bf — (Li SONY_GM_02759445 :1 TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00246367 EFTA01330830 ATTACHMENT TO AIRCRAFT REGISTRATION 0 0 0 OAPEILICrION eadrat `-a t Reg #: N787TA Model: Beechjet 400A 1.) 2.) 3.) 4.) 5.) 6.) 7.) 8.) 9.) 10.) 11.) 12.) 13.) 14.) S/N#: Name of Applicant: RK-260 Address: Shown on Original form hereto Owning an undivided Interest of: Bloomfield Investment Company, LLC 6.25% of 100% Wilero L.L.C. 6.25% of 100% Shown on Original form hereto Maka of "ruc/AOgyvk 6.25% of 100% Shown on Original form hereto East Penn Manufacturing Co., Inc. 6.25% of 100% Shown on Original form hereto FC Corporate Air Travel, Inc. 6.25% of 100% Shown on Original form hereto Samolot, L.L.C. 6.25% of 100% Shown on Original form hereto Pilgrim Cove Air LLC 6.25% of 100% Shown on Original form hereto Leonard M. Rand & Barbara E. RandTrustees 12.50% of 100% Shown on Original form hereto Air Ghislaine, Inc. 6.25% of 100% Shown on Original form hereto Nassau Holdings. Inc. 6.25% of 100% Shown on Original form hereto Bergen Southwest Steel, Inc. 6.25% of 100% Shown on Original form hereto Grand Maple Properties. Inc. 6.25% of 100% Shown on Original form hereto Avalar, LLC 6.25% of 100% Shown on Original form hereto Kirk Air, LLC 6.25% of 100% Shown on Original form hereto Signatures: Title: Date: Vice President of Flight Options, LLC ing as Attorney-in-Fact # 3.4,5.13.14 Vice President of Raytheon Travel Air Acting as Attorney-in-Fact # 1,2,6.7.8,9.10.11.12 By signing above. the applicant agrees and stipulates (I) to the terms, conditions and certification of the AC Form 80504 Aircraft Registration Application. to which this page is attached (the 'Application"). (II) that as of the information set forth on the Application is true and affect as ol this date, and (Ill) the Application may be executed by the co-owners by executing separate counterpart signature pages. each of which when so executed and delivered shall be an original, but as such counterparts shall together constitute but one and the same application. SDNY_GM_02759446 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246368 EFTA01330831 VW014,11740 A $i0 9F0:49 1:10 ET OT IN 6Z wur £0. SDNY_GM_02759447 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246369 EFTA01330832 0 0 0 0 0 0 0 1 3 2 0 ATTACHMENT TO AIRCRAFT REGISTRATION , APPLICATION aketYcji k—bi14/4 Reg 0: N787TA Model: Beechjet 400A &Ng: RK-260 Owning an undivided Name of Applicant: Interest of: Address: 1.) Bloomfield Investment Company, LLC 6.25% of 100% Shown on Original form hereto 2.) Wilero L.L.C. 6.25% of 100% Shown on Original form hereto 3.) Maka of Tisch Valtntt,,I44.- 6.25% of 100% Shown on Original form hereto 4.) East Penn Manufacturing Co., Inc. 6.25% of 100% Shown on Original form hereto 5.) FC Corporate Air Travel, Inc. 6.25% of 100% Shown on Original form hereto 6.) Samolot. L.L.C. 6.25% of 100% Shown on Original form hereto 7.) Pilgrim Cove Air LLC 6.25% of 100% Shown on Original form hereto Leonard M. Rand & Barbara E. Rand8.) Trustees 12.50% of 100% Shown on Original form hereto 9.) Air Ghislaine, Inc. 6.25% of 100% Shown on Original form hereto 10.) Nassau Holdings, Inc. 6.25°4 01100% Shown on Original form hereto 11.) Bergen Southwest Steel, Inc. 6.25% of 100% Shown on Original form hereto 12.) Grand Maple Properties, Inc. 6.25% of 100% Shown on Original form hereto 13.) Avatar, LLC 6.25% of 100% Shown on Original form hereto 14.) Kirk Alr, LLC 6.25% of 100% Shown on Original form hereto Signatures: Title: Date: Vice President of Flight Options, LLC Acting as Attorney-in-Fact If 3,4,5,13,14.: • Vice President of Raytheon Travel Air Acting as Attorney-in-Fact 1,2.6.7,8,9,10,11.12 k-ea4-03 By signing above. the applicant agrees and stipulates II) to the terms, conditions and certification of the AC Form 6050.1 Aircraft Registration Application. to which this page is attached (the 'Application', (II) that all of the information set forth on SDNY_GM_02759448 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246370 EFTA01330833 VI4ONV 1110 A113 VI.101-1V7U0 CT OT WO 62 Nr £o. JB NOMISI034 %./ Rum arod SDNYGA4_02759449 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246371 EFTA01330834 FORM APPROVED omeNo.Am 3 5 0 CONVEYANCE RECORDED FEB 29 PIS 3 07 rEL: i.:.,.. l:VIA HON ADMINISTRATION Do Na Write In This Block FOR FM USE ONLY UNITED STATES OF A,MEIICAt I 0 U. S. DEPARTM§NTOOFDTFONg1P012TA/TION FEDERAL AVIATION ADMINISTRATION - AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ove THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL • AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: • 203 UNITED STATES REGISTRATION NUMBER N 787 TA AIRCRAFT MANUFACTURER & MODEL RAYTHEON 400A AIRCRAFT SERIAL NO. RK-260 DOES THIS 3e DAY OF DEC., 2002 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: PURCHASER 1 NAME AND ADDRESS (IF INDPADUAL (S), GIVE LAST NAME. FIRST NAME. AND MIDDLE INITIAL.) KIRK AIR, I.I.0 6.25% OF 100% 1024 HIBBARD RD. WILMETTE, IL 60091 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 301" DAY OF DEC., 2002. SELLER NAME (S) OF SELLER (TYPED OR PRINTED) I SIGNAT RE (S) (IN INK) (I ED FOR CO-OWNER• IP. L MUST .) TITLE (TYPED OR PRINTED) FLIGHT OPTIONS, LLC ICE PRESIDENT JAMES R. DAUTERMAN 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_02759450 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246372 EFTA01330835 VI-I0HV1 X0 4).13 vL!cd4 V -I .!0 ZI 01 LIU 6Z Ntif £0, ,.,..• • ••• •" SDNY_GM_02759451 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246373 EFTA01330836 FORM APPROVED c'muNGWEPW41 -,3 1 CONVEYANCE RECORDED • FEB 29 NI 3 07 ! ..,Li,...,_ AVIATION ADMINISTRATION Do Not WOW This Block FOR FAA In USE ONLY U. S. DEPARTMENT yiliTgo TAgs QF OP TRANSPORTATION ADMINISTRATION f\MC EIp OF SALE tok I ,..1 FEDERAL AVIATION AIRCRAFT BILL 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: 200' . UNITED STATES REGISTRATION NUMBER N 787TA AIRCRAFT MANUFACTURER & MODEL VAlkiVecn BEECIUET 400A AIRCRAFT SERIAL NO. RK-260 DOES THIS 2e DAY OF APRIL 2002 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: PURCHASER NAME AND ADDRESS QF INDIVIDUAL (S), GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL) AVATAR, LLC. 6.25% OF 100% 2420 NORTH WOODLAWN, BLDG. 300 WICHITA, KS 67220-3960 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 26'" DAY OF APRIL 2002. tt esi co NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) TIN INK) E (IF UTED SFOR ) TITLE (TYPED OR PRINTED) FLIGHT OPTIONS, IS& CE PRESIDENT JAMES R. DAUTERMAN ACKNOWLEDGEMENT i 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 SDNY_GM_02759452 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_00246374 EFTA01330837 • VWOHNI1)10 ALM v1404'4110 zT OI WU 6Z NUr £0. PICI1 V alS;0ld VV.: HUM 021iL SONY_GM_0275.9453 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246375 EFTA01330838 FORM APPROVED OMB ND. 212}-0w2 UkIlTp U. S. DEPARTIANIP OP TRANSPORTATION ADMINISTRATION AIRCRAFT ATAs 94F Aftnaml BILL OF OF OF THE I i • ft FEDERAL AVIATION SALE j 6 A'.11ATION 1 j 1 0 PM 3 07 Do NO4 FOR FAAnle In This Bina USE ONLY FOR AND IN CONSIDERATION UNDERSIGNED OWNER(S) AND BENEFICIAL TITLE CRIBED AS FOLLOWS: CONVEYANCE OF $1.00 ovc THE RECCROED THE FULL LEGAL AIRCRAFT DEStaig_FEes 29 UNITED STATES REGISTRATION I talili• NUMBER N 787 TA ADMINISTRATION AIRCRAFT MANUFACTURER & MODEL RAYTHEON 400A AIRCRAFT SERIAL NO. RK-260 DOES THIS VirDAY OF JAN., 2003 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: PURCHASER NAME AND ADDRESS (IF INDIVIDUAL (S). GIVE LAST NAME. FIRST NAME. AND MIDDLE INITIAL.) CORONADO AND ASSOCIATES, LLC 6.25% OF 100% 2451 S. BUFFALO, STE. 100 LAS VEGAS, NV 89117 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 ton-DAY OF JAN., 2003. SELLER NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) (IN IM() CUTE() FOR 00-0VPIE IP Au musr GN.) TITLE (TYPED OR PRINTED) FLIGHT OPTIONS, LLC ICE PRESIDENT JAMES R. DAUTERMAN 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 SONYGM_02759454 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246376 EFTA01330839 SDNY_GM_02759455 I SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246377 EFTA01330840 FORM APPROVED O542 'z'i 1 r/GkNCE PM 3 06 : \RATI0N RATION DoFORNot Mlle In Thts FAA USE Stock ONLY IANITAD NATP OF AME412ICA R 0 tr t U. S. DEP/441141184T OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE CONVEY FOR AND IN CONSIDERATION OF $1.00 ovc THE REC0R)ED UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: zwa [ER ?Li UNITED STATES REGISTRATION ILDEr.m. NUMBER N 787TA /WHIMS AIRCRAFT MANUFACTURER & MODEL RAYTHEON 400A AIRCRAFT SERIAL NO. RK-260 DOES THIS 23rd DAY OF DEC., 2002 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: CC Ill Cn < r u re p Q. NAME AND ADDRESS (IF INDIVIDUAL (S), GIVE LAST NAME. FIRST NAME. AND MIDDLE INITIAL.) FLIGHT OPTIONS, LLC 6.25% OF I00% 26180 CURT1SS-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 TIRE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 23RD OF DEC., 2002. SELLER NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) (IN INK Bc )ECUTED FOR CO.OWN SH . ALL MUST .) TITLE (TYPED OR PRINTED) FLY AWAY, LLC PRESIDENT OF JAMES R. DAUTERMAN FLIGHT OPTIONS, LLC AS ATTORNEY IN FACT FOR FLY AWAY, 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_02759456 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246378 EFTA01330841 VFIONV10 kin IIPCIF V1:40 ZI 01 L1FJ 6Z wur CO, SDNY _ GM _ 02759457 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246379 EFTA01330842 FORM APPROVED OM 1 A 3 1 7 U. & WARTIME Of TRANSPORTATMA BERM AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE U veyANCE CORDED 24 s .i.i. b 1- ° I v ?t9 3 06 AVIATION Do Not Write In This Bleck FOR FAA USE ONLY FOR AND IN CONSIDERATION OF $1.00 ovc THE co UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES zoo FE REGISTRATION NUMBER N 787 TA f Lb AIRCRAFT MANUFACTURER & MODEL A RAY'T'HEON 400A INISTRATION AIRCRAFT SERIAL NO. RK-260 DOES THIS 26th DAY OF APR., 2002 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: PURCHASER NAME AND ADDRESS (IF INDIVIDUAL (S). GIVE LAST NAME. FIRST NAME. AND MIDDLE INITIAL.) FLIGHT OPTIONS, LLC 6.25% OF 100% 26180 CURT1SS-WRIGHT PARKWAY RICHMOND HEIGHTS, OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 261/1 DAY OF APR., 2002. SELLER NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (5) ON INK) (IF EXECUTED FOR CO-OWNERSHIP. ALL MUST SIGN.) TITLE (TYPED OR PRINTED) ALCON, INC. Lk-.32.a p . L.-1,132;4 VICE PRESIDENT WILLIAM J. WA LLISCH OF RAYTHEON TRAVEL AIR CO. ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING. HOWEVER M44580 BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT. 85.00 01/29/2003 ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052-00-629.0003) Supersedes Previous Edition SDNY_GM_02759458 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246380 EFTA01330843 VNOHV1NO A113 VS-10HV1NO 31 01 IJEI 63 Mir CO. VS NOEL V alSiO3d _UV SZSI7 VV? HIlhk 031;J SDNY_GM_02759459 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246381 EFTA01330844 4 n n n n • _-- FORM APPROAD ONG kb 112•0312 CERT ISSUE DATE NS DEC 26 at AMC RFG -UNITED STATES SI NEESSTRATIONNUMSER R 787 TA NEWT MANUFACTURER • NOOEL Raytheon 400A AISCRAFT,SOAIN. Na RR-260 FOR FAA USE ONLY wPt 0 owisniAnett Kama cat ta) 0 I. Indreidual 0 2. PIVITMIMIG 0 3. Common Ott. Commit 0 S. dovt 0 e. .P":112." *MINI CO APPLICANT (Pancres) grown on mato* ae ornesap LI eentget. Walt Mel int MOO. sea nudge Mal ill 15.) Flight Options, li 6.25% of 100% • See Attachment 6,0A(tri Va ..a.O-Oa TELEPHONE MAWR I ) ACMES) (Powdram nave widow loi WO WM'S NW Flight Options, LLC Naas ad awe 261 sn Car t ins -Wr i ghr Parkway Obit NOM PG. Bat an Richmond Heights STATE OH re coos 44143 O CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Read the following Stilt•Millt before signing this application. This potion MUST be completed. A talf•Freasteva nos n any Weans an ea Apokauw may Or gerunds to onsenee by * tat , a etortenrel (US Cade. Tee U. Sec WTI • CERTIFICATION wale aaTAY II) Tall tie Nero astral a wonw by the urdnaws wpwr• wan satin crOafra aymelors) al the UTNE SIAM IFFF a gm AMMO tuft* CHEOC Cab AS APPACON.06. • ID A NOM Om ma wall manic, (Ran 1.151 OF Poem ION) Pb, la CI A Pereallgen etagagelleal Ogletree bed door WON Mw the Win of owe am ma Mang IS baled wel perealig wet a the urine mom ROMAN of %gm Pc.,7; we robunie to. smarm s• (4 TS ea ISO is ra mewed untlw t1 We ol ay bar eTway: AV SE TAN WO aldirce al wren e reamar a m• am NS ..th i.e Fades' Aniew. Aernwser, NOTE: F MOWS bf commersht al APPItants Inca Kin UN mane PCNdnecoSsary TYPE PRINT NAME BELOW SIGNATURE E YURI TTTLE Vice President of Flight Options, LLC an 1 04PIli; /- *Mau& Tins.*,.\5 DM SIGNATURE TIRE DAN NOTE Mfg HeNN a FT 0 . 40.000 d Aeon RoPitral.a. M osin ati be comma to • one Ps in sem ar sto aye. eau° UNA In PF PAK =Pr 0, an Kobota. reat be anted al the seta . 4. ef . •e•ei. .... in tn. mere, •-••• PC Rem K601 (12%) (0:62.0)-6284007) SMNISACMS NSW (REG TO EXPIRE / T OgRi/iS SDNY_GM_02759460 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00246382 EFTA01330845 ti • • • •vr.. _7.O4 vi:c.N171)10 Y14011V1X0 t011Y190 . . AllO iniDNV11:0 II; I Lid 92.210.20. W • t; c1 02 030 20, 99 NullY9:.!:,?..t;.,itit2:4i.1 VVJ wumcksitiltilv 6.1.5:1:38 ' - V17.4 aDim SDNY_GM_02759461 :T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00246383 EFTA01330846 • 0 0 0 0 n 0, 0 0000 .0 o 0 1-13 8 000000 0 1, 5 7 8 ATTACHMENT TO AIRCRAFT REGISTRATION APPLICATION (thieta (a-at:Da) Reg If: N787TA Model:. #41)(Wczn 4.10t0A__ SNR: RK-260 Name of Applicant: 1.) Fly Away LLC 2.) Bloomfield Investment Company. LLC 3.) Wilero L.I.C. 4.) Make of otrufAitaard 5.) East Penn Manufacturingli r:tc. 6.) FC Corporate Air Travel, Inc. 7.) Samolot, L.L.C. 8.) Pilgrim Cove Air LLC 9.) Lkerrect t"t• V.tit4r eidaMS10.) 11.) Nassau PcSearsity %ft. 12.) Bergen Southwest Steel, Inc. 13.) Grand l'44DW.. 9S0Rtak:4 1st) rn ?arc • _ _ • 4 tjidtri--CIVsiEtS Signatures: L.,-DekeiaLLA•H Owning an undivided interest of: Address: 6.25% of 100% Shown on Original form hereto 6.25% of 100% Shown on Original form hereto 6.25% of 100% Shown on Original form hereto 6.25% of 100% Shown on Original form hereto 6.25% of 100% Shown on Original form hereto 6.25% of 100% Shown on Original form hereto 6.25% of 100% Shown on Original form hereto 6.25% of 100% Shown on Original form hereto 12.50% of 100% Shown on Original form hereto 6.25% of 100% Shown on Original form hereto 6.25% of 100% Shown on Original form hereto 6.25% of 100% Shown on Original form hereto 6.25% of 100% Shown on Original form hereto 6.25% of 100% Shown on Original form hereto Title: Vice President of Flight Options, LLC Acting as Attorney-in-Fact # IS Vice President of Raytheon Travel Air Acting as Attorney-in-Fact # A-I) 4 5 to —tics '2\ Ito i ‘k 12,,%U Date: SDNY_GM_02759462 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246384 EFTA01330847 .4 d?.aief t'• u 99 O, 7-V 0 O u he 030 v.rilF:.sl e e cO. 0 ,3•6 3 A 1 iSH.91": no IJNI71VO I C a thl 02330 7A SE NOI1 " a r GU, VV . I IF I)18 I e° 11.1 14i a3iid .1 vviown191,10 min 90" 11, tad sz ztli 4 1 • CM136 Wl iet .4 oit4 .4 3O./. SDNV_GM_02759483 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_00246385 EFTA01330848 0 0 0 r) 102 • 8 S " S. • 4 APPLICATICN ...30 aN) 0 R GI R ION 001 g On n Reg #: N787TA I .3 MWel' alAktC1N. =LAtnA_ &N#: RK-260 Name of Applicant: Fly Away LLC 2.) Bloomfield Investment Company. LLC 3.) Wilero L.L.C. 4.) Maka orrntkAcr.SCVNON Lk S 5.) East Penn Manufacturing Co.. Inc. 6.) FC Corporate Air Travel, Inc. 7.) Samolot. Pilgrim Cove Air LLC = VA .14Aro, treoni. mr-444, Air Ghislaine, Inc. Owning an undivided Interest of: 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% Nassau )4:),dirvy, 'SAC. Bergen Southwest Steel, Inc Grand eliaPit... ProeiliitS VIC-• Ak at) f\ "rine Signatures: 6.25% of 100% 6.25% of 100% 6.25% of 100% 12.50% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% Address: Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original firm hereto Title: Vice President of Flight Options, LLC Acting as Attorney-in-Fact Vice President of Raytheon Travel Air Acting as Attorney-in-Fact # 1,2,3.1115}a 2 %Atl i Date: ia-taoroaSy signing above, the applicant agrees and stipulates (I) to the terms. conditions and certification of the AC Form 80504 Aircraft Registration Application, to which this page is attached (the "Application`). (II) that all of the information set forth on the Application is true and curved as of this date, and (ill) the Application may be executed by the co-owners by executing separate counterpart signature pages. each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same application. SDNY_GM_02759464 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246386 EFTA01330849 r • vi.i0Hviuo VH011v 1X0 A.113 Vte. 1-171'.10 A vw0i#I.7 mo: A A 113 V Y!1011V YO W:1111 L£ £ Wd OZ 330 O. fact.iS 'l b3ar • ~anolir I j •;. tt 9S L idy h2 0 34 I bid 92 320 20. be SONY_GM_02759465 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246387 EFTA01330850 • • 0 0 9 0 0 1 2 3 8 2 FORM APPROVED OMB NO. 2120.0002 UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE v 0 n 1 3 2 1 CONVEYANCE RECORDE t& GEC 26 M 9 9! FEDERAL MINI L AVIATION AD STRATION Wnto F Do Not OR FAA In This Block USE ONLY 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 N 787TH AIRCRAFT MANUFACTURER 8 MODEL RAYTHEON 400A AIRCRAFT SERIAL NO. RK-260 DOES THIS 30TH DAY OF NOV., 2002 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: Ct UJ Ui r cc (-) Ix D O. NAME AND ADDRESS (IF INDIVIDUAL (5), GIVE LAST NAME. FIRST NAME. AND MIDDLE IMTIAL.) 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 3e OF JULY, 2002. SELLER NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) (IN (IF EXECUTED FOR C04 E HIP. ALL M T SIGN.) TITLE (TYPED OR PRINTED) YASBE LIMITED, LLC ICE PRESIDENT OF 6 - JAMES R. DAUTERMAN FLIGHT OPTIONS, LLC AS ATTORNEY IN FACT FOR YASBE LIMITED, LLC ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FM RECORDING: HOWEVER, MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FM AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition 023S 19 $5.00 12/23/2002 D SIDNYGM 02759466 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFFA_00246388 EFTA01330851 • • VW! V 1u0 A113 VS4C4i V 1 • LS C (JO 0233020. ae NOLL V di Sr•7v V e-• V Vd H1*/:1 d311.1 SDNY_GM_027 59467 1 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 1O, 15, and 17 EFTA_00246389 EFTA01330852 • n-n-.-nnnnn i 7 /1 as Ka 2COCAP. IMMO SCAM OF AtEllICA Cooroniarr OF TRAPCSPORCCOCTI Man A.W Aloroosnuracall Mar APICSARICAL CORM yt-,-; CERT. ISSUE DATE K APR 12 zoaz AMOUR REGISTROION APP0ECIEN term, STOE3 FAIGISTRATION m ,um,MI IIIn 787TA AIRCRAFT MANUFACTIMER a DOM • Raytheon Aircraft Company Beechjet 400A ANCRAFT SERIAL Ill RK-260 FOR FAA USE ONLY • 11TE OF REAISTRAllOti (Chrak aro OA3 o I. InErkkial OA PaCtortrtAicr ID a Orporason Om Co-oener US. Gov't. 0 Il itnaM Nn.0 CP APF1JCANT (Penor(R Coon al elthroo td wasp a tchtlat. ray I rcto. Ea CO. . OS cy:=4. ct-1) - 1. Grand Maple Properties, x...... OWNING 0 do address below an undivided 6.25% Interest 2.- See Attachment owning the interest shown on respHopo ?Amax t 319 676-8000 the attachment JOORESS (Prams rasp addos• lc MI gokonl WIC 101 South Webb Road Runts ad tone RAC Mut tan. Bac CRY Wichita WTI KS ZA• CC CE 67207 LI 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 Cho cc Ashonec awry lo cry a-a h Pt coact a ray b garde tc patental by fro cilia r,gestaran NS ODOR Da la Sic tall III CERTIFICATION Wet COMFY: CO par Po atom CcrARO road Pt ca mamene amtoet ..0.2 Is a cEsn (rcESP3 ancr"...ca) ce as UAW Suomi (For Wm rust Ow and Cram 1 cr CHECK Cora AS APPROPRIATE a. CI A cogent an. will alto rtyrenacn Man MAI or Faros 1-551) I la O A ca-Arraon o"catcr zed rob) hake= u-cter fit ern ot 1.S- - ,/ Ira sail Sara a bawl an prrearry tad b Po MEC Sato. Recce* ct W. .. tan CO ra....l.b", er emote a m Tat Vor anal a rot rewired car. Ow len ot so boys array. rd CR Tot 'col cordate of area a =Aro, a las tan 6c<1 wit tie A:Ott A. ektelttal. NOIE: a executed br cooyeners/ip at apcirtnt muct Cr. U:a lv. *eilnerrm TYPE OR PRINT NAME BEWN SIGNATURE UCH Mit OP THIO APPLICATION MUEIT OE CONED N NC i mu - - p....,C.4 CAE 3 - a am =WORE 2.-See Attachment MU WE SIGNATURE mu on NM PcTPO nom' d as CcaRPRI Ca naa MAAS M Kinn rosy se meal kr a pats cabaret so days. rirmg arch Um re PM( copy ct air acctadan wen b copses Mn men 0.._Qt lertThIlEttatiEur_ Ic Rea Eat 0290) MESE-00D2S-Eg) StATIROMS PMfiet3oTO EXPIRE 5--/-2-Ct T 022336 SDNY_GM_02759468 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00246390 EFTA01330853 • • -'. • 111401141X0 ALIO Yk. 1w13t0 6£ zt Lid S2 MN zo, to t..$1: • . V VA kiln% Ohl.- ;..•4 "ti, j ai. ; • 7 SONY_CA1_02 759469 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00246391 EFTA01330854 0 0 0 0 0 0 0 1 2 4 / ATTACHMENT TO AIRCRAFT REGISTRATION APPLICATION N7877A Beech et 400A Serial: RK-260 Name of applicant: 2.) Fly Away LLC 3.) Bloomfield Investment Company, LLC 4.) \Micro L.L.C. 5.) MAKA of Turrtleland L.L.C. 6.) East Penn Manufacturing Co., Inc. 7.) FC Corporate Air Travel, Inc. 8.) Samolot, LLC 9.) Alcoa, Inc. 10.) Pilgrim Cove Air LLC 11.) Leonard M. Rand and Barbara E. Rand, Trustees of the Rand Family Trust 12.) Air Chislaine, Inc. 13.) Nassau Holdings, Inc. 14.) Bergen Southwest Steel, Inc. 15.) YASBE Limited, LLC Signatures: 2-15.) naren 41/1C77I/Yft-- S. 2 kins 1"2/ Owning an undivided Interest of: 6.25% 6.25% 6.25% 6.25% 6.25% 6.25% 6.25% 6.25% 6.25% 12-5% 625% 6.25% 625% 6.25% Address: Shown on original form hereto Shown on original form hereto Shown on original form hereto Shown on original form hereto Shown on original form hereto Shown on original form hereto Shown on original form hereto Shown on original form hereto Shown on original form hereto Shown on original form hereto Shown on original form hereto Shown on original form hereto Shown on original form hereto Shown on original form hereto Title: Senior Contracts Manager of Raytheon Travel Air Company Acting as Attorney-in-Fact Date: ki By sigaing above, the applicant agrees and stipulates() to the testy, conditions and certificatioo of the AC Form $050-1 Aircraft Registration Application, to which this page Is attached (the "Application"), (it) that all of the information set forth on the Application is true and correct as of this date. and (11) the Application nay be mental by the co owners by eseeodag separate counterpart signature pages, each of bleb in ben so executed mad delivered shall be an original, but all such couaterparta shall together constitute bat one and the same application SDNY_GM_02759470 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246392 EFTA01330855 VLION111X0 ALIO V -a 4711'0 SC ZI Wd SZ IN 20, 17 , VdItu.n U3 iia SDNY_GNI_02759471 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246393 EFTA01330856 VS oerAmoon orPoiti =ttirnonosszaraz r 0 AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF SIR OTHER VALUABLE CONSIDERATIONS THE UNDERSIGNED OWNER(S) OF AN UNDIVIDED INTEREST IN THE LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N787TA AIRCRAFT MANUFACTURER 8 MODEL Raytheon Aircraft Company Beechjet 400A AIRCRAFT SERIAL Na RK-260 DOES THIS nth DAY OF March 2002 HEREBY SELL GRANT, TRANSFER AND DELIVER ALL RIGHTS. TITLE. AND INTERESTS IN AND TO AN UNDMDED 6.25% INTEREST IN SUCH AIRCRAFT UNTO: I 2 e-1 . PP020159 altIVEYANCE RECORDED 26:2 !PR 12 R19 9 22 FEDERAL AVIATION ADMINISTRATION Da RD WeR Lilts ICB:k FOR FAA USE ONLY ORM APJA01.110 CV.S140.217.J-Cl4.1 40-I tt NAME AND ADDRESS (wDZIIVIECAUS). GPM UST ?CAME. ITPST NAN:EA:0 MEDDLE raUAL) OWNING an andhided 6.25% Interest Grand Maple Properties. Inc. do 101 South Webb Road Wichita. KS 67207 DEAlER CERTIFICATE AVRILDER AND TO WARRANTS THE TITTLE THEREOF. EYECL1ORS. ADM NISTRATORS. AND ASS:G7,3 TO HAVE AM) TO HOUR SL•GELARIA ITIE SAID AIRCRAFT FOREVER. AND DI TESTIMONY WHEREOF ViE HAVE SET OCR HAND AND SEAL TES 11th DAY OF March 2002 I SELLER NAME (S) OF SELLER Owe OR ?WILD) SIGNATURE (5) In Egg Iti ca.cum) FOR COLMICERSHIP. ALL MCIR Slag TITLE (mann PALVIED4 Raytheon Travel Air Company n Karen S. Jenkins /41/6(q: tat 1Sr. Contracts Manager ACKNOWLEDGEMENT CNOT REQUIRE) FOR PURPOSES OP FAA RECORDEal HOWEVER. MAY BE REOLTRED BY LOCAL LW: FOR VALCD:IY OF THE EY-WRCISIE.7.1 ORIGINAL: TO FAA ozczezoirris ES.C3 Mit 1-412Z.C.2 SDNY_GM_02 759472 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246394 EFTA01330857 0 111401-PrINO A.1.10 6£ 21 Wd S2 NW ZO. V VA Hi:M 0311A SDNYGlvl_02759473 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246395 EFTA01330858 taWw Annaeto O Ha Men • unrrEoSTAniS Of math. DEPART/AE*OF TRAMSP6FRATION MOGUL lottenON AONNIMMTIOISOMOtliKaPisrt ASMAturnem warn AIRCRAFT REGIS111.0001 AFFIXATION cos .R %39 %so CERT. ISSUE DATE 1414 MAR 7 2002 METED STIES li REGISTRATIONANUUSER 787TA NRCRAFT MANUFACTURER It MODEL • Raytheon Aircraft Company Beechjet 400A MRCEIAFT SERIAL Na. RK-260 FOR FAA USE ONLY • TYPE OF REGISTRATION (Chock Caro IX* 0 tbavkIllfil 0 a Paither5Np 0 3. 001pOridkalA504Anilf O S. GOVT. 0 &Fa " Onallifte pima OF AFFuejsiT ipsfscris) czona agams a osmEnAo V SOASicaL gra Oa owns. Sal nen. RIO SOSO falli4 1. YASBE Limited, LW OWNING • do address below an undivided 6.25% Intere 2.- See Attachment owning the interest shown on TELEPHONE NUMBER, ( 816 676-8000 the attachment NORM (Pcnnareed 'imam address Ix Sal app and Wad) •f gm 101 South Webb Road stoat Runt Routs PO. Mx: CITY Wichita STATE KS 2)P CODE 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 Use or Casnea anchor IS any oar-Ion in Ns **atm may be grounds Pr prisluntat by her and i of Inossestnini (US. Cada. Tab TIL Sec. ICON • CERTIFICATION EWE CERRA'. (1) Thm the Woo Aryan la °synod by Its underans3 acFlovitrAso b a Stun Sedsdhs cocoa:RAU of ea UMW Stoke. (Fa Wrap OA OW can* a nest Ion CHECK ONE AS APPRCPRIATE a. CIA resi6mI gI4 sin gen inEilnaCcI (Sterri 1.151 ("Form 1441) Na O. O Ann-swim° corpvalon crsunend and USED Ifuhnes, under Pa MAT of (K319) and :akl Om" Is WAG and prInarty useable» Unfold Saws. Records Or $4111 /Acts are :Nab. for Inwoctoci a (Z) That to Scoot. is rat reg.."ttod teal OW WW1 a ary Afton count and (3) That legal atkorno of oaior.ep is =Mod a hoc tem I:c4 sah tn. Foderil /14/ 4a. AdniSitrotfort NOTE: II oKeDad IDT O3TocshonAP al APilleants wrist EWE USA Wine side If necessary. TYPE OR PRINT NAME BELOW SIGNATURE EACH PART CF ills APPIKATEGH MST BE SIGNED IN DEC SGNAI n 1. TITLE DATE la O X SIGNATURE 2.- See Attachment TITLE DATE SIGNATURE MU OM NOM Pordinp wapiti me CallIcalo et Moral RoSatralos the Arendt may be opOrsoff REA pew net lal amid SO ant Weep .tech ins the FINK copy ol eh. asplcoloo okra be cams] In re &COIL AC Form W504 (1240) (C052.034,20-9C07) Supersedes PmVaus Edam SDNY_GF.l_O2759474 t T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA 00246396 EFTA01330859 • • . . • • • • • A1 1114 1 ;•.•7:10 13 .” 602Ilikl 02 Oil 20. . , . • • ;... • SONY_GM_02759475 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00246397 EFTA01330860 • i; 0 "I 0 ! 4i :7 / A nACHMENT TO AIRCRAFT REGISTRATION APPLICATION N787TA Beech/ct 400A Serial: RIC-260 Name of applicant: 2.) Fly Away LLC 3.) Bloomfield Investment Company, LLC 4.) Wilero L.L.C. 5.) MAICA of Turrtleland L.L.C. 6.) East Penn Manufacturing Co., Inc. 7.) FC Corporate Air Travel, Inc. 8.) Samolot, LLC 9.) Alcon, Inc. 10.) Pilgrim Cove Air LLC 11.) Leonard M. Rand and Barbara E. Rand, Trustees of the Rand Family Trust 12.) Mr Ghislaine, Inc. 13.) Nassau Holdings, Inc. 14.) Bergen Southwest Steel, Inc. 15.) Raytheon Travel Mr Company §ignatureE 2-14.) Karen S. Ydnitins 15.) ri /(07 X"/)/ -k Owning an undivided Interest of: 6.25% 6.25% 6.25% 625% 6.25% 6.25% 6.25% 6.25% 6.25% 12.5% 6.25% 6.25% 6.25% 6.25% 3(1-1 Address: Shown on original form hereto Shown on original form hereto Shown on original form hereto Shown on original form hereto Shown on original form hereto Shown on original form hereto Shown on original form hereto Shown on original form hereto Shown on original form hereto Shown on original form hereto Shown on original form hereto Shown on original form hereto Shown on original form hereto Shown on original form hereto Title: Senior Contracts Manager of Raytheon Travel Air Company Acting as Attorney-in-Fact Date: f less Ida_ Senior Contracts Manager of Raytheon Travel Air Company i 19_, (O2.. By signing above, the applicant agrees and stipulates (I) to the terms, conditions and certification or the AC Form 8050-I Aircraft Registration Application, to which this page is attached (the "Application"), (R) that all of the Information set forth on the Application is true and correct as of this date, and Oil) the Application may be executed by the to-owom 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_02759476 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246398 EFTA01330861 739 • • yo ADO Y" 6C OT bid 00 ell OD. . • SDNY_GM_02759477 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246399 EFTA01330862 UNITED STATER OF US DI1ARTMIDIT OF TIUCtitSPORTATI FEDERAL ISMIWTPQADIaSTRAION 0 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 REGISTRATION NUMBER N787TA AIRCRAFT MANUFACTURER & MOOEL Raytheon Aircraft Company Beastliest 400A AIRCRAFT SERIAL No. RK-260 DOES THIS 29th DAY OF January 2002 HEREBY SELL GRANT, TRANSFER AND DELIVER AU. RIGHTS, TITLE. AND INTERESTS IN AND TO AN UNDNIDED 6.253s INTEREST IN SUCH AIRCRAFT UNTO: HH0313 110 CONVEYANCE RECORDED 200211011 7 RPI 6 37 FEDERAL P.VInflON ADMIN!STRATION De NoWAIN M TM Blade FOR FAA USE ONLY 104t1 APPROVED WO NO. 21204)0 3gS NAME AND ADDRESS OP PIDIVIDUMIR.RIvE LAST NAME. MDT Num, AND LOOM INITIAL) OWNING an undivided 6.25% Interest YASBE Limited, LLC c/o 101 South Webb Road Wichita, KS 67207 DEALER CERTIFICATE NUMBER AND TO WARRANTS THE TITLE THEREOF. EXECUTORS, ADMINISTRATORS AND ASSIGNS TO HAVE AND TO HOLD SZNOULARLY THE SAID AIRCRAFT FOREVER. AND IN TESTIMONY WHEREOF WE HAVE SET OUR HAND AND SEAL THIS 29th DAY OFJ anuary 2002 is/ a ca Ili NAME (S) OF SELLER (ME OR PRIMED) SIGNATURE (S) ON IMO CIF CCECUTED FOR COONIaRSHIF, ALL/MYST SWIM TITLE (TYPED OR PRitarn) Raytheon Travel Air Company Karen S. Jenkins fritli f /A:.'.//i7 ^ Sr. Contracts Manager ACKNOWLEDGEMENT (HOT REOUIMM FOR PRRPCIRDC, AP FAA RFMVill1.11• Iklun2VPO kw, or ern neon fly i Re, i r AM rem %I, Tnrrene run nn-rean • .-.,-•• • ORIGINAL: TO FAA 020511241332 55.00 02/20/2002 SDNY_GM_02759478 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246400 EFTA01330863 • .38' • • '1:10 AIM E"' 6£ ZT bid OZ 93i ZU. SDNY_GM_02759479 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246401 EFTA01330864 U.S. DEPARTMENT OF TRANSPORTATION SEE CONVEYANCE NO FILING DATE: ._.--.____-.-.- __ FEDERAL AVIATION ADMINISTRATION CROSS-REFERENCE-RECORDATION _ —.—.--.—.--- This form is to be used in cases where a conveyance covers several aircraft and engines, propellers, or locations. with the recorded conveyance and a copy in each aircraft folder involved. File original of this form TYPE OF CONVEYANCE ASSUMPTION AGREEMENT to Conveyance GG025107 see pg 31-17 R-3 DATE EXECUTED 12-12-01 FROM Raytheon Aircraft Credit Corp to Raytheon Aircraft Receivables Corp (Assignors) to Bank of America NA Administrative Agent (Assignee) DOCUMENT NO. Rh' 0313 aq TO OR ASSIGNED TO Bergen Industries (Debtor) Bergen Southwest Steel Inc (Transferee) DATE RECORDED -3—.1-0 -2--- THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: AIRCRAFT (List by registration number) I TOTAL NUMBER INVOLVED / N787TA ENGINES I TOTAL MEATIER INVOLVED 2 MAKE(S) PRATT & WHITNEY PW-TT15D-5 SERIAL No. JA0287 JA 0280 PROPELLERS I T OTAL NUMBER INVOLVED MAKE(S) SERIAL NO. SPARE PARTS -LOCATIONS TOT NUMBER INVOLVED LOCATION RECORDED CONVEYANCE FILED IN: 787TA SIN: RK-260 RAYTHEON MRCRAFT CO 400A SDNY_GM_02759480 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246402 EFTA01330865 • SDNY_GM_02759481 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246403 EFTA01330866 0 0 0 1 0 1 0'# .7 * :D .rte RECORDED OGHVEYAKE 17.312ER it.? PTION AGREEMENT HH031339 3'7 -5 CONVEY/AGE RECORDED THIS AGREEMENT is made and entered into, as of the date of its execution by the last of the parties hereto to executed the same, by and between RAYTHEON AIRCRAFT CREDIT CORPORATION ("RACC"). BERGEN INDUSTRIES, INC. ("Debtor"), and BERGEN SfilOtainST7STIifia, fisiC37 ("Transferee"). WITNESSETB FEDERAL AVIATION ADMINISTRATION WHEREAS, on the 16° day of July, 2001, Debtor executed a Promissory Note and Security Agreement, described below, ("Financing Agreement") in favor of RACC, pursuant to which Debtor granted RACC a purchase money security interest in the following "Aircraft": MAKE MODEL SERIAL Si REGISTRATION # Raytheon Aircraft Comoanv Beechiet 400A RK-260 N787TA ENGINE MAKE & MODEL SERIAL #s Pratt & Whitney PW-JTISD-5 CIA JA0287 fR1JA0289 PROP MAKE & MODEL SERIAL Hs N/A WHEREAS, RACC has, pursuant to the FAA Assignment attached to the Financing Agreement, sold, assigned and transferred unto Bank of America National Association, as Administrative Agent, the ("Administrative Agent") all of RACC's right, title and interest in and to the Aircraft and in and to the Financing Agreement; WHEREAS, Debtor desires to sell and assign its interest in the Aircraft to Transferee, and Transferee desires to acquire Debtor's interest in the Aircraft and assume the duties and obligations of Debtor under the Financing Agreement; and WHEREAS, pursuant to the requirements set forth in the Financing Agreement, Debtor must rust obtain the written consent of RACC prior to any sale or other transfer of the aircraft. NOW, THEREFORE, without in any way altering or diminishing Debtor's continuing and ongoing duties and obligations under the financing Agreement, RACC herewith consents to Debtor's sale of the Aircraft to Transferee, and in consideration thereof, Transferee herewith accepts and agrees to all the terms and provisions of the Financing Agreement, and promises to assume, perform and discharge all the duties and obligations of Debtor under the financing Agreement, both as though Transferee were the original "Debtor" thereunder, including, but not limited to, the obligation to pay the remaining principal balance due thereunder. Debtor hereby waives diligence, presentment, demand, protests, notice of acceptance, or notice of any kind whatsoever, as well as impairment of collateral and any requirement that RACC or any assignee exercise or exhaust any right to take any right to take any action against Transferee, any other person, the Aircraft, or any of the other "Collateral" under the Financing Agreement, and hereby consents to any extension of time, renewal or any other modification thereof. Debtor confirms and acknowledges to RACC that the foregoing undertaking is given as an inducement to cause RACC to give its consent hereto. All notices to be given to Transferee pursuant to the terms and provisions of the Financing Agreement shall be sent to the Transferee at: p.O. Box 12909 El Paso Texas 79913 Address City State Zip Code 020361452085 315.00 02/05/2002 SDNY_GM_02759482 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002464 04 EFTA01330867 37-4 • • ),D3 911 Z Lki S "4"' • SDNY_GM_02759483 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246405 EFTA01330868 • 4 ". v. a. . • • 0 Oa 7 1 !) IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective duly authorized representatives on the date indicated below. BANK OF AMERICA NATIONAL ASSOCIATION, "DEBTOR" AS ADMINISTRATIVE AGENT by RAYTHEON BERGEN INDTer, AIRCRAFT CREDIT CORPORATION, ATTORNEY IN FACT By: By: Type Name: David A. Davis Type Name: *Ain:- eZA/no-rf Title: Attorney i n Far t Date of Execution: 1/25/02 *See attached signature page Original S/A dated 7/13/01 • Recorded 8-22-01 as FAA Document 00025107 Please send notice of recordation to RACC P.O. Box 85, Wichita, KS 67201 GUARANTY Title: 11:4,,,ze-r• Date of Execution: oirdot "TRANSFEREE" BERGEN SOUTHWEST STEEL, INC. By: cyfi Title: iftes iocarDate of Execution: IVl 2 I D FOR VALUE RECEIVED, the undersigned, whether one or more, as primary obligor, hereby unconditionally guarantees prompt payment and performance of all obligations of Transferee under the terms of this Assumption Agreement, when and as due in accordance with the terms hereof and hereby waives diligence, presentment, demand, protest, notice of acceptance, or notice of any kind whatsoever, as well as impairment of collateral and any requirement that RACC or any assignee exercise or exhaust any right to take any action against Transferee, any other person, the Aircraft, or any of the other "Collateral" under the Financing Agreement, and hereby consents to any extension of time, renewal or any other modification thereof. The undersigned confirms and acknowledges that this guaranty is given as an inducement to cause RACC, RARC and Administrative Agent to give their consent thereto. The undersigned Anther confirms and acknowledges reading and fully understanding all of the terms and conditions of the Financing Agreement and the Assumption Agreement. By: DOUGLAS JOHNSON, GUARANTOR, PRIMARY OBLIGOR. 31-3 SDNY_GM_02759484 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246406 EFTA01330869 31-.2 • • sti z s s3A -N. . . Uj .1 4 SDNY_GM_02759485 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246407 EFTA01330870 . • I. • 7 0 1 0 ) 7 37-1 ADDITIONAL SIGNATURE PAGE RAYTHEON AIRCRAFT CREDIT CO TION RECEI3L6BLES CORP TION RAYTHEON AIRCRAFT pe Name: David A. Davis • • SDNY_GM_02759486 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246408 EFTA01330871 - 37' • • x+4:0:4'O' °,:o Ix) ' Lh Z u8 S 83120' SDNY_GM_02759487 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246409 EFTA01330872 J 0 'I 0 I 7 FORM MIRRORED OEM No. 212tKOU UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORDMON rucAL mlImaIl AOMPINnuMEocksa INORROMY ACIONAtrimAL COMA AIRCRAFT REGISTRATION APPLICATION 5CP .. 0 CERT. ISSUE DATE canto STATES ..,„.... REGISTRATION NUMBER N II A 0 / IA AIRCRAFT IIANUFACIIIIIER a MODEL Raytheon Aircraft Company Beechjet 400A AIRCRAFT SERIAL No. • RK-260 FM USE ONLY nag OP REGISTRATION (Choctaw bat) O t IFFPADual O 2. PERM** 0 3. COrprolion gjx. Co-maw (3 5. Roll fl it Itearsa NAME OF APPLICANT Tenants) i/wan on graSerme of ambustip If IntrAduS, gle INI name. MN name. RV Mdde MAGI 1. Bergen Southwest Steel, Inc. OWNING • Go address below an undivided 6.25% Interest 2.- See Attachment owning the interest shown on TELEPHONE *AMER ( 319 67643000 the attachment ADDRESS (Perniabonl man natoss for Ent apptard EOM) and We* ar 101 South Webb Road Ruud Roe*: Pa ea: CITY Wichita STATE KS ZIP CODE 67207 0 CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION I Read the following statement before signing this application. This portion MUST be completed. A Wm or cithenen en -a bay qmplea In itta *Set* =V be count lor IhmthmInl by fry And / ITI Inbstunmet (US. Code. Tee it See. 1C01). ID CERTIFICATION OWE CERTIFY. (I) That Ts ebea &APIA 4 owned by the urdonisrmd applaud. vka 4 a <Num GmluSrp OPTX.elkona of Pe Unled Slates. (For Pars bust gIes name of maw I. or ONO( ONE AS APPROPRIATE: a. 0 A rePdonl an. nth Wen mglstrobon (Form MS a Rpm 1.551) Ns. to in A Am-Men caporal* cesunbtl and OSy busine4 under t• laws ce (stake and tc *con Le brae and frerwely used In Me Unbod SLR*. Romp* et ISM Pan en) twilit. for a Inspect:on el WI21 Me amen h rot Masora, undo, the In ofI any forfgn Gowns: end (8) That logo clAbnA) of oonerGep le onsched a has been LW me) mw FENNO Amami braNOTE: C executed Ice coownenhip al apploants mull slots Use WPM, side IT ImFet°11T TYPE OR PRINT NAME BELOW SIGNATURE EACH PART OF NS APPLCAIKM MUST BE SIONE0 IN tOC GxiNr1. vy_g_--- 1V —(0)C Only:SO% =NATURE 2.- See Attachment SIGNATURE TITLE DATE MOTE Potneom Notts of the Chilisao of Moral Respointilon as *mall my or oplowo lot a moos rot in moms of SO dais de re.) -NN Ws Om PINK AAA of Ins VP:COW° an, be Cranial In the sass AC Fenn $050-t (I220) (C052.03-6284:07) Supersedes Preacta Face SDNY_Ght_02759488 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA 0024(1410 EFTA01330873 3to • • • • \110 9h Z lad S 433 'N.. 444 SDNY_GM_02759489 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00246411 EFTA01330874 • • 0 0 0 7) 0 I 7 71 LI ATTACHMENT TO AIRCRAFT REGISTRATION APPLICATION N787TA Beechiet 4004 Serial: 12K-260 Name of applicant: 2.) Fly Away LLC 3.) Bloomfield Investment Company, LLC 4.) \Viler° L.L.C. 5.) MAKA of Turrtleland L.L.C. 6.) East Penn Manufacturing Co., Inc. 7.) FC Corporate Air Travel, Inc. 8.) Samolot, LLC 9.) Alton, Inc. 10.) Pilgrim Cove Air LLC 11.) Leonard M. Rand and Barbara E. Rand, Trustees of the Rand Family Trust 12.) Air Ghislaine, Inc. 13.) Nassau Holdings, Inc. 14.) Raytheon Travel Air Company Signatures: 2-13.) Karen Sirenkins 14.) Owning an undivided Interest of: 6.25% 6.25% 6.25% 6.25% 6.25% 6.25% 6.25% 6.25% 6.25% 12.5% 6.25% 6.25% 12.5% 3(0-I Address: Shown on original form hereto Shown on original form hereto Shown on original form hereto Shown on original form hereto Shown on original form hereto Shown on original form hereto Shown on original form hereto Shown on original form hereto Shown on original form hereto Shown on original form hereto Shown on original form hereto Shown on original form hereto Shown on original form hereto Title: Senior Contracts Manager of Raytheon Travel Air Company Acting as Attorney-in-Fact Senior Contracts Manager of Raytheon Travel Air Company Date: I L1 La. By signing above, the applicant agrees and stipulates (I) to the terms, conditions and certification of the AC Form 8050-1 Aircraft Reglitration Applcadon. 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 Oil) 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_02759490 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246412 EFTA01330875 3(0 • • VI404 91,Z Wd S 931 ZO. VAS SDNY_GM_02759491 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246413 EFTA01330876 S CA ta DEPARTMENT OF 79=r li stiN MITvixdi AogNisTaneen AIRCRAFT ILL OF SAL FOR AND IN CONSIDERATION OF S I 22 OTHER VALUABLE CONSIDERATIONS THE UNDERSIGNED OWNER(S) OF AN UNDIVIDED INTEREST IN THE LEGAL AND BENEFICIAL TIME OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N 787TA AIRCRAFT MANUFACTURER & MODEL Raytheon Aircraft Company Beechiet 400A AIRCRAFT SERIAL No. RK-260 DOES THIS LI* DAY OF January, 2002 HEREBY SELL GRANT, TRANSFER AND DELVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO AN UNDIVIDED 6.25% INTEREST IN SUCH AIRCRAFT UNTO: 2 FORM ApPROvED H H 0 3 1 3 31r° 212°4°42 3 5 A C0NVE7ANCE RECORDED 2002 191111 7 fir) 6 36 FEDER;.L e.71;.TION ADMMISTRATION Do NY MN in TIM* FOR FAA USE ONLY 4 NAME AND ADDRESS (IF RIDIVIDUAUS). GIVE LAST NAM& FIRST NAME AND BOODLE LviliAL) OWNING an undivided 6.25% Interest Bergen Southwest Steel, Inc. do 101 South Webb Road Wichita, KS 67207 DEALER CERTIFICATE NUMBER AND TO WARRANTS THE TITLE THEREOF. EXECUTORS. ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO II0tD SINGIBAR.Ly THE SAID AIRCRAFT FOREVER. AND IN TESTIMONY WHEREOF WE HAVE SET OUR HAND AND SEAL THIS 4 - DAY OR January, 2002 g w ,„ _, ,4 ill NAME (S) OF SELLER (TYPE atFREOED) SIGNATURE (S) art Roo (p =ECM= FOR CaowNERSED. ALL MUST SIGN) TITLE (TYPED OR PRINIED) Bergen Industries. Inc. a eitie K gne-44,- ACICNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER. MAY BE REWIRED BY LOCAL LAW FOR VALIDITY OF THE Divnu amyl' 1 ORIGINAL: TO FAA o2os61452oas s")-O0 02/05./2002 SDNY_GM_02759492 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 1O, 15, and 17 EF1'A_00246414 EFTA01330877 . 35 • • viAVVA19.1-.0 96 12, lila S "“°‘ 4y it3 SDNY_GM_02759493 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246415 EFTA01330878 n I t, r; FORM APPRO4F-0 aim W. 212000!2 LIT0110 o Baca excasthmancw AMPonstaxsam wean AletewaMICes COMA AIRCIIAFT REGISTRATION AMMON 7 LI -3 CERT. ISSUE DATE rggeset • UNITED STATIZS REGISTRATION bone, theirA AIRCRAFT IAANUFACTUREFI a MODEL PA them Aircraft liroarany Rnerkint AMA NNCRAFT SERIAL No. NC 260 FOR FM USE ONLY TYPE OF REGISTRATION pen en bed O T. Indivklind 0 E. Partnered* 0 3. Caporagen gttl. Coates O 5. Goat O e. bnai n NAME OF AFPUCANT (Fa orris) noon a: entente a owerato. II Wad. gIve hod none. 620 eno. see mem frisal 1. Raytheon Travel Air Company 0LINBC 0 c/o address below an undivided 12.5% Interest 2.- See Attachment the interest as sham on the attachment TELEPTIONE raNGER: I 116 I 676.41100 ADDRESS (Pormieent MIMS, on= for TM ap#F.erc (abed Honer r, steno 1(11 Onnth Unit Rind Runt Roan P.O. Vac an Wichita STATE KS OP COOS 67207 O 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 tete a dthosest wen., $0 as (nnwe es Xis appeases inly be Enda IN pontowo IN 1o04011 IX artntsenesd COS Cod. T1to IS. See. 14120. CERTIFICATION I (E CERTIFY: Ol Mullin nen anon u b/ Inionn9/02 inane. on 'septum (Mengcorporaterte a the MINI Swot (For wan eat. Ow one of Fodor (.011 CHECK ONE AS APPROPRIATE: a. 0 A Isidore Nem oilh sits ngetralon (Pam 1.151 or Fpm 1451) Na b. ID A noroarne cosoraton °mann and doto tonnes* trait the lee at NNW YO told Swat Is Wed an ornelb used N the Linn Ea Meads a f(* bone se amMett• for espocren at (2) ma re asseen is rit4 niaircSI trnder Ins Inn of s 'term may: ma ot mat NO o0dono of onort/dp L. sauna a has been Rod on Pa Weed Alain Adronnonon. NOTE: ll executed la ceownerstsp al epplcants must skin_ Use rowers° side 4 necessary. TYPE OR PRINT NAME BELOW SIGNATURE EACH PART Cf This APPUCATI0U MIST BE SOMB3 N BBC scomms 1 c arenSa a. S7 I'MtrarrQ NAmlgnr Eon 1 /17 ATP SONATURE 2. - See Attach ant TREE OAT, SIGNATURE TRU OATS POTS Ream wept a the Gelman ct Rana Reenri. No amen may to *pond Wanton nein owns of 00 dad; dung inch on he PM =ay ol en apnction tan to cone h dawn. AC Pam 80931 (171901 (0052-00-628-9007) Supersedes Pe:Mout WIMP SDNYGM_02759494 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_002464 I 6 EFTA01330879 • VI10:471):0 • wo vtworit.t0- • ' Cle Z Wd t 931 Ile 1101.1.YUCso .lill'ar;IV HIM 03114 SDNY_GM_02 759495 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00246417 EFTA01330880 0 0 0 1 0 1 0 I 6 3 ) ATTACHMENT TO AIRCRAFT REGISTRATION APPLICATION N787TA Beech et 4004 Serial: RK-260 Name of applicant: 2.) Fly Away LLC 3.) Bloomfield Investment Company, LLC 4.) Willer° L.L.C. 5.) MAKA of Turrtleland L.L.C. 6.) East Penn Manufacturing Co., Inc. 7.) FC Corporate Air Travel, Inc. 8.) Samolot, LLC 9.) Alcoa, Inc. 10.) Pilgrim Cove Air LLC 11.) Leonard M. Rand and Barbara E. Rand, Trustees of the Rand Family Trust 12.) Air Ghislaine, Inc. 13.) Nassau Holdings, Inc. 14.) Bergen Industries, Inc. Signatures: 2-14.) Owning an undivided Interest of: 6.25% 6.25% 6.25% 6.25% 6.25% 6.25% 6.25% 6.25% 6.25% 12.5% 6.25% 6.25% 6.25% 3g-I Address: Shown on original form hereto Shown on original form hereto Shown on original form hereto Shown on original form hereto Shown on original form hereto Shown on original form hereto Shown on original form hereto Shown on original form hereto Shown on original form hereto Shown on original form hereto Shown on original form hereto Shown on original form hereto Shown on original form hereto Title: Senior Contracts Manager of Raytheon Travel Air Company Acting as Attorney-in-Fact Date: I ita./o2 By signing above, the applicant agrees and stipulates (I) to the tat, conditions and certification of the AC Form $050-1 Aircraft Registration Appleatlon. to which this page Is attached (the "Application,. (ii) that all of the Information set forth on the Application is true and correct as of this date, and (Ill) the Application may be executed by the co-owners by executing separate counterpart signature pages. each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute bat one and the same application SDNY_GM_02759496 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246418 EFTA01330881 '34-1" 11{101171::0 OE Z Wd i 833 ?FP V71141;::. 03712 SDNY_GM_02759497 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246419 EFTA01330882 UNITED STATES CFAMERQA 3 0 US DEPARTMENT OF TRANSTORTATION FEDERAL AVIATPON ADMR4STRATION 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: 3 I 6 tr, UNITED STATES REGISTRATION NUMBER N787TA AIRCRAFT MANUFACTURER & MODEL Raytheon Aircraft Company Beechlet 400A AIRCRAFT SERIAL NO. RK-260 DOES THIS DAY OF HEREBY SELL GRANT. TRANSFER AND DELIVER ALL RIGHTS. TITLE. AND INTERESTS IN AND TO AN UNDIVIDED 6.25% INTEREST IN SUCH AIRCRAFT UNTO: FORIA APPROVED H H 0 3 1 3 2 Tin° 2'2"°42 33 -I CONVEYANCE RECORDED 2002198R 5 Pf9 2 19 FEDER/AL Sl.".TION ADMINISTRATION Do Not VAVn h on Moat FOR FAA USE ONLY PURCHASER NAME AND ADDRESS UP RIDIVIDUADS). OWE LAST NAME FIRST NAME AND &ECU, PiML ) OWNING an undivided 6.25% Interest Raytheon Travel Air Company 101 South Webb Road Wichita Kansas 67207 DEALER CERTIFICATE NUMBER AND TO EXECUTORS. ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF WE HAVE SET OUR HAND AND SEAL THIS DAY OF sa .1 fa co NAME (S) OF SELLER (TWE OR puma), SIGNATURE (S) OHM Ra m TOR MOUT, MUST TITLE (TYPED OR PRAM) Ferbert, LLC ,..._ AAURA w......-t......- wa....mer...* ?A4L E - 00KES It ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRIDIEcT3 ORIGINAL: TO FAA 020221522053 85.00 02/01/2002 SDNYGIv1_02 759498 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246420 EFTA01330883 ..33 vv:ow.rv.lo Aito OE Z 113 I 913 Wit L'S too 11O$ FILL.% 0211.. SDNY_GM_02759499 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 0024642! EFTA01330884 88031322 GA LOAN 0 0 0 0 0 0 0 0 7 7 8 (For use on deals drawn under the March 20, 1997 Agreement) ital:1200.1DIED COMEYANCE ViULSER den 4/3 43 - 2—PA0611,..7„2,4 Beech CON RegiikFADIIDE tiagnA Engine Make and Model as Pratt & Whi they PW-JT1.513-5 Engine Serial #s . 1187sancijImi29,. Propeller Make and Model #s Propeller Serial #s N/A FEDERAL ANL& i ION ADMINISTRATION RELEASE The undersigned, assignee of an interest of Raytheon Aircraft Credit Corporation (F/K/A Beech Acceptance Corporation, Inc.), secured party under the Security Agreement dated Ortnhar 11 1999 , with Torbert, LLC as debtor, recorded by the Federal Aviation Administration on March 27 , 2000 , as Conveyance No. NN019132 , which Security Agreement was assigned to the undersigned pursuant to the FAA Assignment dated as of __Dnktilsit ai /44.4 , recorded by the FAA on March 27, 2000 , as Conveyance No. NNet.9132 • --- — , and by FAA Assignment dated as of Or tabor 11 1999 recorded by the FAA on m„-,.h r, 21100 , as Conveyance No. NN019119 hereby releases all of its interest the collateral covered by said Security Agreement. Dated this 17th day of January , 2002 BANK OF AMERICA NATIONAL ASSOCIATION, AS ADMINISTRATIVE AGENT By: atlileen M. Carry, Vice Presi BA400349 The undersigned assignors hereby release all of their interest, if any, in the collateral covered by the Security Agreement described above. Dated this 17th day of Raytheon Aircraft January 2009 Raytheon Aircraft Rece. lets Corpora Credit Corpo • Vice Pr ern Vice Presid nt David . Davis David A. Davis This release shall consist of this one page only, with no schedules, appendices or similar attachments attached hereto. ene eftPiz SDNY_GM_02 759500 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246422 EFTA01330885 VHOHY1110 ALTO V1011111,10 90 IT LIU T 031 ZO. u:. • V Vg 03 ilA SDNY_GM_02759501 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246423 EFTA01330886 U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION CROSS-REFERENCE--RECORDATION SEE CONVEYANCE NO 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 SECURITY AGREEMENT DATE EXECUTED --vagina n-t3-01 FROM BERGEN INDUSTRIES INC DOCUMENT NO. GG025107 TO OR ASSIGNED TO RAYTHEON AIRCRAFT CREDIT CORP, ASSIGNOR BANK OF AMERICA NA. ASSIWEE DATE RECORDED August 22, 200I THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: AIRCRAFT (List by registration number) I TOTAL NI IM PPR INVOI VFD I N787TA ENGINES TOTAI NUMDFR INVO! VED 2 MAKE(S) PRATT & WHITNEY PW-JT15D-5 SERIAL NO. .1A0287 JAQ2.89 PROPELLERS I TOTAL NUMBER INVOLVED MAKE(S) SERIAL NO. . SPARE PARTS -LOCATIONS I TOTAL NUMBER INVOLVED ', LOCATION RECORDED CONVEYANCE FILED IN: N787TA, RAYTHEON AIRCRAFT COMPANY 400A, SN: RK-260 AC FORM 8050-23 (I-96) (00S2-00-582-6000) SDNYGIvl_02759502 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246424 EFTA01330887 SDNY_GM_02759503 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246425 EFTA01330888 ••• CE RTIFIEW Pro 0 0 0 0 7 6 6 RACC TO BE RECORDED BY FM SECURITY AGREEMENT • •• Raytheon Aircraft Credit Corporation c 0 2 5 1 0 7' C0P"rYAN0C REC:AIDED 131-dr? - 20011:W622 PPI 1. Grant of Security Interest. To secure the payment of the indebtedness due Raytheon 1 Aircraft Credit Corporation (hereinafter referred to as "RACC') by Bergen Industries, Inc. (hereinafter ref% j% as 'Debtor") under that certain Promissory Note (hereinafter referred to as the "Promissory 'date herewith, and any renewals, extensions or changes in form thereof, and of any and el In s 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-260, Registration Number N787TA (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): JA0287; Serial Number (R): JA0289, 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. PJI 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 Goveming 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, tide or interest in the Collateral without RACC's prior written consent. Notwithstanding, anything herein to the contrary, RACC shall not be liable under the Governing Documents to perform any of the obligations thereunder, nor be required or obligated in any manner to make any payment, or make any inquiry as to the nature or sufficiency of any payment received by RTA, or present or file any claim, or take any action to collect or enforce the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times. BERGEN INDUSTRIES. INC.. Jul-01 6 0121110(in s2s SDNY_GM_02 759504 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246426 EFTA01330889 vviovp:1)10 r, ,A408/1)i0 82 OT 411:1 OC lOr TO. • " G3114 SDNY_GM_02759505 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246427 EFTA01330890 • 0 0 0 0 0 0 0 7 5 7 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 property 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 fumish 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 BERGEN INOOSTRIES, INC., Jul-01 SDNY_GM_02 759506 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246428 EFTA01330891 ~31-I • SDNY_GM_02759507 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246429 EFTA01330892 0 0 0 0 0 0 0 0 7 6 s-4 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 marled, postage prepaid, to Debtors address, as shown herein, at least twenty (20) days before the time of the sale or disposition. After deduction of all reasonable expenses of retaking, holding, preparing for sale or lease, selling, leasing and the like, together with reasonable costs of collection, attorneys' fees and legal expenses of RACC, and after the payment of the principal and interest due under the Promissory Note, the balance, if any, of the proceeds of the sale may be applied to the payment of any or all other indebtedness of Debtor to RACC, whether due or not, whether direct or indirect, absolute or contingent, whether now existing or hereafter arising, and whether owing individually or in connection with others not parties hereto, and to the satisfaction of Indebtedness secured by any subordinate security interest in the Collateral of which RACC has received notice prior to distribution of the proceeds. Debtor shall be liable for any deficiency after application of such proceeds, to the extent permitted by law. If after a default by Debtor, the Collateral is returned to or recovered by RACC, Debtor agrees RACC may fly or otherwise move the Collateral for demonstration and other purposes reasonably related to a proposed public or private sale or other disposition of the Collateral. 9. Sale of Aircraft and/or Related Collateral. In the event the Aircraft and/or related Collateral is sold, RACC may declare all indebtedness due under the Promissory Note, as well as any other indebtedness or liability of Debtor to RACC, immediately due and payable. In addition to the foregoing, RACC may (a) sell, or instruct any agent or broker to sell, all or any part of the Collateral, and direct such agent or broker to deliver all proceeds thereof to RACC and apply all proceeds to the payment of any or all of the unpaid balance owed pursuant to the provisions contained In this Security Agreement, in such order and manner as RACC shall choose, in its discretion, and/or (b) cause title to the Collateral to be transferred into the name of RACC or its designee. Debtor understands and agrees that any sale by RACC of all or part of the Collateral pursuant to the terms of this Security Agreement may be effected by RACC at a time and in a manner which could result in the proceeds of such sale being significantly and materially less than might have been received if such sale had occurred at a different time or in a different manner, and Debtor hereby releases RACC and its officers and representatives from and against any and 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 be attached or replevied. 12. Taxes. Debtor will promptly pay, or cause to be paid, when due, all taxes and assessments upon the Collateral or upon its use or operation or upon this Security Agreement and the obligations evidenced by the Promissory Note. 13. Change of Address. Debtor will notify RACC in writing of any change of address from that shown in this Security Agreement within ten (10) days of such change. 14. GOVERNING LAW AND CHOICE OF FORUM. THIS SECURITY AGREEMENT WAS MADE AND ENTERED INTO IN THE STATE OF KANSAS AND THE LAW GOVERNING THIS TRANSACTION SHALL BE THAT OF THE STATE OF KANSAS AS IT MAY FROM TIME TO TIME EXIST. THE PARTIES AGREE THAT ANY LEGAL PROCEEDING BASED UPON THE PROVISIONS OF THIS SECURITY AGREEMENT SHALL BE BROUGHT EXCLUSIVELY IN EITHER THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF KANSAS AT BERGEN INDUSTRIES. INC.. Jul-01 SDNY_GM_02259508 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246430 EFTA01330893 SDNY_GM_02759509 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246431 EFTA01330894 0 0 0 0 0 0 0 0 - I 7 6 9 v.P -/ 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 AU. 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 13_ day of 2001, at Wichita, Kansas. Debtor: Be n • str Debtor: N/A N/A (signature) (title) Address: 4700 Coliseum Way, Address: N/A Oakland, CA 94601 RAYTHEON Al CRAFT CREDIT CORPORATION "RA vid A. Davis, Vice President BERGEN INDUSTRIES. INC.. Jul 01 SDNY_GM_02759510 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246432 EFTA01330895 SDNY_GM_02759511 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246433 EFTA01330896 0 0 0 0 0 0 0 0 7 7 0 FAA ASSIGNMENT (TO BE USED FOR ADDITIONAL ASSETS - LOANS) ASSIGNMENT (the "FAA Assignment") executed by RAYTHEON AIRCRAFT CREDIT CORPORATION, a Kansas corporation ("RACQ"), 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"). NV LTNEftaETH: 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 July 16. 2001 unto the Buyer all of RACC's right, title and interest in and to the Aircraft and in and to the Security Agreement and all of RACC's right, title and interest (but not obligations) in and to the Contract (including the right to payment thereunder) and all proceeds of the foregoing. (b) This FAA Assignment is one of the FAA Assignments referred to in, is entitled to the benefits of and is made subject to the terms and conditions of, the Purchase Agreement. (c) This FAA Assignment shall be governed by, and construed in accordance with, the laws of the State of New York. SDNY_GM_02759512 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246434 EFTA01330897 SDNY GM 02759513 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246435 EFTA01330898 0 0 0 0 0 0 0 0 7 7 1 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 Dated: Jul,/ 16, 2001 Title: Vice Presid it, David A. Davis 2 SDNY_GM_02759514 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246436 EFTA01330899 SDNY_GM_02759515 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246437 EFTA01330900 . . • 0 0 0 0 0 0 0 0 7 7 2 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 Anne), 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 CoSyndication Agents, and each Administrative Agent referred to therein. AriniEaalini WHEREAS, pursuant to that certain contract (the "Contract") the obligor thereunder has purchased the undivided interest in the aircraft described in the security agreement to which this FAA Assignment is attached (such undivided interest in such aircraft the "Aircraft") and the Seller has obtained a lien in such Aircraft pursuant to the security agreement to which a counterpart of this FAA Assignment is attached for purposes of filing with and recording by the FAA (with the obligation secured thereby, collectively the "Security Agreement"); WHEREAS, the Seller, pursuant to the Purchase Agreement, has agreed to assign the Contract and receivables arising thereunder, the liens created pursuant to the Security Agreement and all proceeds of the foregoing to the Administrative Agent for the account of the Purchasers; WHEREAS, in order to perfect the Administrative Agent's security interest in all of the Seller's rights and interest in, to and under the Contract, the Aircraft and the Security Agreement assigned under the Purchase Agreement and all proceeds thereof, the Seller has agreed to execute this FAA Assignment; NOW, THEREFORE, in consideration of the foregoing, the Seller hereby agrees as follows: SDNY_GM_02759516 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246438 EFTA01330901 SDNY_GM_02759517 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246439 EFTA01330902 00000000773 31 I. For value received, the Seller hereby sells, assigns and transfers, effective on and as of July 16, 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 temis 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. SDNY_GM_02759518 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246440 EFTA01330903 SDNY_GM_02759519 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246441 EFTA01330904 0 0 0 0 0 0. 0 0 7 7 4 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. itic: Vice Pre dent David A. Davis Dated: imlv 16.iftQl SDNY_GM_02759520 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246442 EFTA01330905 3.1 0 VI4 141:1U0 Al l° V t-IGHIUDIO 93 OT Id& OC 111r TO. V .. • V d Hilt% 03114 I hereby certify that I have compared the foregoing with the original and it is a true and correct copy thereof. SDNY_GM 02759521 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246443 EFTA01330906 , • . ....._ ... ..._._ thl ett931 929Y A a co.. No. 203004 UNITEHaTEPOF emu es me AIRCRAFT RFEYSTRATON APPUCATION i 3 zo ...3 CERT. ISSUE DATE UNITED pi STATES al 787TH RECUSTROICH NUMBER ---- AIRCRAFT HAWFACTLIFIEN MQ0Q. Raytheon Aifrcr, • Company Beechjet 400A GG Atig 2 2 PO MACAW! SERML No. RK-260 FOR FAA USE ONLY TYPE 09 RECISTRAT/Cei Mean re toil O I:filtration& O 2. Partnership 3. CorperaTon IN)E. OPOwner CIL Govt Ati ttlYczu" Win OF APPLICANT (Poisen(S) semen on erlderco Cl cemores. a ioanara 10" HO Art Si. lama. Of °Ma easi) 1. Bergen Industries, Inc. OWNING al do address below an undivided 8.25% Interest 2.-\ See Attachment owning the interest shown on 316 676-8000 the attachment TELEPSICNE HUMMER. ( I AGGRESS creanantri mains saw ix ax applaud UNTO 101 South Webb Road tone« as sweet Rwal Reale: arr Wichita STATE KS ZIP trot 87207 O CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATIENTION I Read the following statement before signing this application. This portion MUST be completed. A also or daemon anima to try maim in Me ac$a5en miry be poem* IM Prefaltora by Si. ra e Of lafeisonment MS Ora ni* us Sec 1009, 011— ItI b 'In t a-3 • CERTIFICATION op t, err> '_a... a) UWE COMFY iii Om Moo r is owned by the Spiacent a a am lindiseng leo of the U r t o Sl at om urranianete ten capeetical) for voSrai Wet So name of imam I. Oi. CHECK ONE AS APPROPRIATE: a. r:) A Istairitlfen..min Ma) inste ri fern 3151 or Term 3.331) Pb. G business on:Menem of MVO falCO-tf a-tt° moo Ofa et)atannA=lat ci inity,d ?tit= Man am salad* AN (2) Thal 0* Mersa N not reaslona lade/ UM Ws Cl WV iO4.9. aNnter 333 (3) lael WO wistom Cl owmntro is now of has wen UM We. no Pre* Annan Acatirestrar. NOTE: IT smogs lot osownersho all appIcants must sign. Use wens aide il necessary. TYPE OR PRINT E SIGNATURE EACH FART OF MS APPLICATION MAST SE SHNE0 IN INK. SIGNATURE DATE rtriNE /PA , i V A/0) SIG DA ' YmF Tee Attachment SIGNATURE 1TTLE OATS NOTE P•0600 meat 01 Se Grace* of Mail Reds:RNA U. abaft nay be canal kr • Nyasa To le tem of fio denl ctelna etieh firm V* PINK apt el ell isomer nun be erect b. the east 0I AC Fun B0S0-I (12/113) (0052-004289007) samosas Precious Edam Q-11. ‘c\&I C:i fr• 47C SDNY_GM_02 759522 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246-144 EFTA01330907 • • 3 ••Tcfr: j .E3CD's2.0 3 ••n gCl:r1 xA • 'S A•mtuirAr.tr---..; • . 3:scl 19::f "."45zel:e 4..11 1$u. .L. LA • 17140HV1)10 A.1.13 VI4014111)10 LZ 01 iiiu.,,n-ar;;co. ;"Doy V VA H±IIu 031W SDNY_GM_02759523 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00246445 EFTA01330908 3 0 0 0 0 0 0 0 7 6 5 ATTACHMENT TO AIRCRAFT REGISTRATION APPLICATION N787TA Beech'et 400A Serial: RK-260 Name of applicant: 2.) Ferbert LLC 3.) Fly Away LLC 4.) Bloomfield Investment Company, LLC 5.) Wilero L.L.C. 6.) MAKA of Turrtleland L.L.C. 7.) East Penn Manufacturing Co., Inc. 8.) FC Corporate Air Travel, Inc. 9.) Samolot, LLC 10.) Alton, Inc. 11.) Pilgrim Cove Air LLC 12.) Leonard M. Rand and Barbara E. Rand, Trustees of the Rand Family Trust 13.) Air Ghislaine, Inc. 14.) Nassau Holdings, Inc. 15.) Raytheon Travel Mr Company 244.) 15.) area S. Je th in Owning an undivided Interest of: 6.25% 6.25% 6.25% 6.25% 6.25% 6.25% 6.25% 6.25% 6.25% 6.25% 12.5% 6.25% 6.25% 6.25% Address: Shown on original form hereto Shown on original form hereto Shown on original form hereto Shown on original form hereto Shown on original form hereto Shown on original form hereto Shown on original form hereto Shown on original form hereto Shown on original form hereto Shown on original form hereto Shown on original form hereto Shown on original form hereto Shown on original form hereto Shown on original form hereto Title: Date: Senior Contracts Manager of Raytheon Travel Air Company Acting as Attorney-in-Fact '7 be. Senior Contracts Manager of Raytheon Travel Air Company By signing above, the applicant agrees and stipulates (1) to the terms, conditions and certification of the AC Form 80504 Aircraft Registration Appleadon, to which this 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 what so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same application SDNY_GM_02759524 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246446 EFTA01330909 VI4ONV 7)10 All0 VROHV1A0 L3 OT WO OC 1111' to. V VA Q3714 uc SDNY_GM_02759525 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246447 EFTA01330910 UNITED STATES OF AMERICA US DUARTMINT Of TRANSPORTATION IMOCRAL AFIAlION AMINISTRATION AIRCRAFT BILL AF SIEJLEn FOR AND IN CONSIDERATION OF S I & OTEW.R. VALOABIg CONSIDERATIONS THE UNDERSIGNED OWNER(S) OF AN UNDIVIDED INTEREST IN THE LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N787TA AIRCRAFT MANUFACTURER di MODEL Raytheon Aircraft Company Beechiet 400A AIRCRAFT SERIAL No. RK-260 DOES THIS 16th OAY OF July 2001 HEREBY SELL GRANT. TRANSFER AND DELIVER ALL RIGHTS. TITLE, AND INTERESTS IN AND TO AN UNDIVIDED 6.25% INTEREST IN SUCH AIRCRAFT UNTO: 1 0 7 6 3 PORU otsoveo OAR NO. 21200://2 60025106 O1,_9 I C0E— VANCE ie :WED al RUG 22 PI1 1 54 • Fam-arRATI0N PURCHASER NAME AND ADDRESS INC(VIDUAL(S) CAVE LAST NAME. FIRST KAM AM /ADDLE DOTIAL) OWNING an undivided 6.25% Interest Bergen Industries, Inc. do 101 South Webb Road Wichita, KS 67207 DEALER CERTIFICATE Human AND TO I OCCILSCiono .RIOEESTORtREAMOEURAPORG. AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER. AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF WE HAVE SET OUR HAND AND SEAvrins 16th DAY OF July 2001 SELLER NAME (S) OF SELLER (TYPE OR PRIMED) SIGNATURE (S) (C. IMO OF =Ear= FOR CO-OW:MRS/MS ALL SRIST SIM) TITLE InTED OR MAU) Raytheon Travel Air Company Karen S. Jenkins iti. kti. .. 40sr. Contracts Manager AC KA owl. F ncr NI r NT NOT R min R Fn mix pi moncrcnr c 1 a 0 rrnermun• tznwevco xtsv oc urn...acne,' • "••.• • Atli me tin mw ne,...................... ORIGINAL: TO FAA CERTOflED COPY TO BE RECORDED BY FAA SDNY_GM_02759526 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246448 EFTA01330911 V1-10I- 11)10 Ail0 V WOHV1110 L.Z OT Wd OC W TO. . r‘l3l;l‘r V VII C1311.4 I hereby certify that I have compared the foregoing. with the original and it is a true and correct copy thereof. c Peg SDNY_GM_02759527 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246449 EFTA01330912 d • .11CiiikAetn . fast n warm STATES OrAME)46A oclaRnAbir c+4Fuvhdortralott I FEDERAL ARAM* ACCIP4S/PAIIONall 100.411C4Erf AntsaartICAL CORY AIRCRAFT REGISTROXN APPLICATCH I o2X -- 5 . CENT ISSUE DATE RR JUN 1 3 2001 METED STATES - REGISTPATICN MAMA &l787rA AIRCRAFT MANUFACTUFdER • MODEL RnvihPm Aircraft Crismanv Ftenchjet 4MA DAFT SERIAL Ha. W-260 FOR FM USE ONLY TYPE OF REOISIPATION (Ch•:k an WO CI 1. Indieldual 0 2. ParburshIp 0 3. CoryoratIcti zbe. Coon 0 & GOA geg. .•" de NAYS OFAPPLICANT Minot) O s% en tiara al aeramho a PM ha mm4 EKE name. AM made cr MAU 1. • Raytheon Travel Air Company ORM e/o address belts; an undivided /4,1.5% Interest 2.-PfSee Attachment taming the interest as shown on the attachment TELEPHONE NLTHEEPE 1316 ) 676-8000 ADDRESS (PannaPprd intEna acIbin fat Ent APPkArE led) mint..., w4 ..ye„. 101 South Webb Road Ray( fixer P.O. Dor. CRY Withi TA SLOE KS DP CODE 672(17 U 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 Ito cc etttentg Watt a a all panto, in INA appkaten may be °mat Icr purls:meet by fine ...Olt, . Sea yds. Cogs. Ttle la. Sae. MI). CERTIFICATION IWE COMFY: II) TRH to Atom Ho-PE HcHaPE Of the undarianaa app9cart %to Raab:at (n.RxIN anDealoni) al Re Wei Swot. (pa. refry tint EKE Mr* ° I " et ). CC CHECK ONE AS APPROPECATE: a. Q EL1t. s les:rh Yen iesistraign (from IASI or Fenn 1551) Na. b. WA ron-atarf or o;nisal c.rantiri End Wry bane.* Ender Ma PH) PE WHO fr killO r e " Ittgdan araikri*TraVigrilt=nter Pc OEM Kuno sea *ramble for (2)11ti Me amid I. rat revasnerl unar V's Laws of am ketegn couty: an, (9) That legal WEEK° PC cromorttlp Ls Sordid of has torn Nes .taw Pe federal Maw, Aorkiatralket, NOTE if to:Ma. n 0I' OTOVetwarthP an aPPIIcAMA mi".4-1 9C,. Use mane side ii DEPEssaflE TYPE OR PRINT NAME LOW BE SIGNATURE ggi , O Z 0 1g m? u aR% SKi. . 1. e . TME Sr 'contracts Manager OM 3/30/01 SIGNATURE 2 4 1.kee Attachment MTLE DATE sravinstE TRU ERIE NOTE Paving maybe of me Canna*, d Mint Regbratan. Ye sayaii mai be csemlod IN • gemkr1 nal la wont CI NI drys. ming veldt Ono me FINK cow of It wpicaVon mum be cried in me S AC Form 0400-1 (1290) (0092404249007) Supersedes PIVA3uS &ROI r•di \0/3 e ttp 0 fa° 3 5r37 4, FORA APPRO.'S° OMB Na E®:012 SONY_GM_02759528 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00246450 EFTA01330913 • .• • • • • • it • . • • • . e • •. (22;-.025 okt • VitOnV1)10 Alto tncOttiNd re OI IJU ZT NU [OQZ tiouvalsia.3a rd'iTeant vrd HIM 031M S0NY_GM_02759529 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA 00246451 EFTA01330914 0 0 0 0 0 0 0 0 9 I 2 ATTACHMENT TO AIRCRAFT REGISTRATION APPLICATION N787TA Beech et 400A Serial: Rk-260 Name of applicant: 2.) Ferbert LLC 3.) Fly Away LLC 4.) Bloomfield Investment Company, LLC 5.) Wilcro L.L.C. 6.) MAKA of Turrtleland L.L.C. 7.) East Peon Manufacturing Co., Inc. 8.) FC Corporate Air Travel, Inc. 9.) Samolot, LLC 10.) Alcoa, Inc. 11.) Pilgrim Cove Air LLC 12.) Leonard M. Rand and Barbara E. Rand, Trustees of the Rand Family Trust 13.) Mr Ghislaine, Inc. 14.) Nassau Holdings, Inc. Signatures: 2-14.) Owning an undivided Interest of: 6.25% 6.25% ' 6.25% 6.25% 6.25% 6.25% 6.25% 6.25% 6.25% 6.25% 12.5% 6.25% 6.25% Title: Address: Shown on original form hereto Shown on original form hereto Shown on original form hereto Shown on original form hereto Shown on original form hereto Shown on original form hereto Shown on original form hereto Shown on original form hereto Shown on original form hereto Shown on original form hereto Shown on original form hereto Shown on original form hereto Shown on original form hereto Senior Contracts Manager of Raytheon Travel Air Company Acting as Attorney-in-Fact Date: 3 ) 3O In I By signing above, the applicant agrees and stipulates (I) to the terms, conditions and certification of the AC Form 8050.1 Aircraft Registration Applcation, to which this page is attached (the "Application"), (10 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 oorowners 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_02759530 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246452 EFTA01330915 VSIOHVZIO All0 tr'lOHY7k0 TE OT and ET NOr row /18 HO ral SP:3 f .M14 0,,,v vrd 1111:4 0;71;8 SDNY_GM_02759531 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246453 EFTA01330916 VS Of TRANSPORTATION LRATECI STATESF FEDERAL AriERKra AVIATION ADM 0 as o 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 REGISTRATION NUMBER N787TA AIRCRAFT MANUFACTURER & MODEL Raytheon Aircraft Company Beechjet 400A AIRCRAFT SERIAL No. RK-260 DOES THIS Aoki 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: 0 9 1 0 RR 0 2 LI 0 1 0 CONVEY %NOE RECORDED '01 JUN 13 PM 2 '10 FEDERAL AVIATIcR ADMitalgITingkitc4ist14/ FOR FAA USE ONLY FOAM APPROVED OMB NO. 2120.00.I2 PURCHASER NAME AND ADDRESS EF INOWIDUAMS). GIVE LAST NAM/LIMEY NAME. AND MIDDLE RENAL) OWNING an undivided 6.25% Interest Raytheon Travel Air Company 101 S. Webb Road Wichita, KS 67201 DEALER CERTIFICATE NUMBER rAdtirs4Prabiffigi.sens -eXECInernaMe4eMMORS, AND ASSIGNS TO HAVE AND TO HOW SINGULARLY THE SAID AIRCRAFT FOREVER. AND IN TESTDAONY WHEREOF WE HAVE SET OUR HAND AND SEAL THIS 20 —*DAY OF March 2001 ..3 re ..1 CA co NAME (S) OF SELLER (TYPE OR PRINTED) SIGNATURE ($) ICI 000(W UMW. FOR CO-OWEIntStill. AU. MUST SICA.) , TITLE (TYPEDOR PIUMID) Magbri, LLC C —T - 7:r, 2------- f5,-r5e.nr..Ae, J ACKNOWLEDGEMENT GOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER. M AC BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ERTIFIED COPY • ORIGINAL: TO FAA (la/ --r - TO BE RECORDED BY FAA SDNY_GM_02759532 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246454 EFTA01330917 •rn VPIOHV7:10 All0 T£ OT Wy 01.Nfir TOO?. 8 NOLLPUISIO118 1 "if ' Ind H1114 0317; abiV I hereby certify that have compared the oreoing with the angina! Ind duos and collect WY ft SDNY_GM_02759533 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246455 EFTA01330918 FILINGIC P FORII APPROVED 0M3 Aq 21200042 0 rgster=w2W•l ze.thiada rithesnireasbirs we VONROKEY AFROMMTICAL C01101 - AIRCRAFT REGISTRATION APPUCATION CI(' 6 -.. CERT ISSUE DATE ? P .2 • 2.2. -en UNITED EWES RECKSTIA11011 NIA/BER N 76TTA AIRCRAFT MANUFACTURER A MODEL Raytheon Aircraft Cconanv Beer.hier 4O1k AIRCRAFT SERIAL No. FK-260 FOR FM USE ONLY TYPE OF REGISTRATION fChe:A one ORO O I. InIhrdual 0 2. Parinersits 0 3. CaparatiOn x2:0. commer 0 6. Govt. Pi E. 'teat " RIME OF APPUCANT (Ponoolt) skean on tadonco d craweptio. II IndAleall. Obs WS Mint TER same. IRS FRAITO Iowa 1. Raytheon Travel Air Company MENG • c/o address below an undivided 6.2r. Interest 2.-!k<See Attachment caning the interest as stunt on the attachment TELEPHONE NUIMIEft ( 316 1676-43009 ACCRESS etrinteerit mal3no Wein. Iof trey applant Iiile0) Nunbes. and Streit 14.1 South Webb _Road An: Route: PO. Oar CITY Wichita STATE KS DP CODE 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 lasa or crehOtiosl antis to On) ouveloo in Ins apploabto may be ponds for purist/nor/ by Are and/of Frown/noel do Coda. 110.) Is sm. gee CERTIFICATION eve CEATIEV. (I) Tbal me Mine Ann" Is mar by V. trneml)ntKI oppKaAE EEG Is • often carludn; *awoke* Of me Uneed States. Tor WON W. QM° maw of tvsloc A Or CHECK ONE AS APPROPRIATE: o. In A itodol alert INN St Mar (Fenn 1.151 at Fonts 1.5511 No O. B A an124 4g -04.n" Ira dor.° boon trder No tan of (HMI 02.4,2 o/a said *PVC, is based o, ly am LIMO Slat r. Of fl Ilan NO IsitlablO (or IrmEEY4Ko in /0/ C. id' .), Or al -1'n I' 0 Thal Ow aide. Is nor enislorod tea Ng Foss ol wry Nitro couny; ard 0) Thal logsE erAdoco of imme..hp Is anichtel Of has bp) Nod al the Folotal *KWH, AenElsbaron. NOTE: It Oxbruted for coeyinership an aopaconts mot son. eso reverse skis II ',actuary. TYPE OR PRINT NAME BE OW SIGNATURE gii b 5S /RI Y zr. o SIGNATURE TITLE 1. Te - rr • Sr. Contracts Manager OM 11/30/00 SIGNATURE me 7 -14Ga Rtrachmant nay SIGNATURE mie was ROTE PrGE9 REHM 0 the colon et mans nosossn to stoma facto cotes for • prod is In coma so days. auto ielch sea the PINK OWEDI ES AIMAMFIKI MR t. faHRSHARF.003/1. 1.001 Irrt Tram% esposorr an AC ram 8S1 ( 7 0.4; -,5 T 0///‘ etrinGtw At& SONY_GM_02759534 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00246456 EFTA01330919 al9--.2- • • .O1 /O1%0 113 V 0 irt0FIV 1Iti ZI Zt taci tE 14j31‘I° as ticril j /O3103H liVu113ttiv Him 03 S0NY_GM_02759535 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00246457 EFTA01330920 no 0 Ala 0 0 2 od ATTACHMENT TO AIRCRitt REGISTRATION APPLICATION M787TA peechlet 4004 Serial: RK-260 Name of applicant; 2.) Ferbert LLC 3.) Fly Away LLC 4.) Bloomfield Investment Company, LLC 5.) Wilero L.L.C. 6.) MAICA of TunetIdand L.L.C. 7.) East Penn Manufacturing Co., Inc. 8.) FC Corporate Mr Travel, Inc. 9.) Magbri, LLC 10.) Samolot, LLC 11.) Alcon, Inc. 12.) Pilgrim Cove Mr LLC 13.) Leonard M. Rand and Barbara E. Rand, Trustees of the Rand Family Trust 14.) Air Ghislaine, Inc. 15.) Nassau Holdings, Inc. Signatures: 2-15.) Owning an undivided Interest of: 6.25% 6.25% 6.25% 6.25% 6.25% 6.25% 6.25% 6.25% 6.25% 6.25% 6.25% 12.5% 6.25% 6.25% Title: thdc -ess: Shown on original form hereto Shown on original form hereto Shown on original form hereto Shown on original form hereto Shown on original form hereto Shown on original form hereto Shown on original form hereto Shown on original form hereto Shown on original form hereto Shown on original form hereto Shown on original form hereto Shown on original form hereto Shown on original form hereto Shown on original form hereto Senior Contracts Manager of Raytheon Travel Air Company Acting as Attorney-in-Fact Date: By signing above, the applicant agrees and stipulates (I) to the terms, conditions and certification of the AC Form 8030-1 Aircraft Registration Applcation, to which this 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 (di) 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 SDNYGivl02759536 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246458 EFTA01330921 t• ak, V14014V180 Alto VHOHV1X0 21 ZI bid IC NEW TO. NOI1V alS1938 1478381V V id HJ.IM 03113 SDNY_GM_02759537 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246459 EFTA01330922 UNITED STATES OF AMERICA yi REPARTHEYI OP TRANSPOWIT L AlTKIPOLOLDOIRAION 2 AmcRATT L FS E FOR AND IN CONSIDERATION OF S I & OTHER VALUABLE CONSIDERATIONS THE UNDERSIGNED OWNER(S)OF AN UNDIVIDED INTEREST IN THE LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N787TA AIRCRAFT MANUFACTURER & MODEL Raytheon Aircraft Company Beechiet 400A AIRCRAFT SERIAL No. RK-260 DOES THIS '254AY OF November 2000 HEREBY SELL GRANT. TRANSFER AND DELIVER ALL RIGHTS. TITLE, ANO INTERESTS IN AND TO AN UNDIVIDED 6.25% INTEREST IN SUCH AIRCRAFT UNTO: 1 7 Pp 015717 CONVEYANCE RECORDED 2001 FEB 22 PIM 10 23 FEILli. jcvUAT014 AD FOR FaiSeINLY FORM APPROVED OMB HO.2120-0042 3 a. a. NAME AND ADDRESS ININVIDUAL(SI , GIVE LAST RA ME. POST au/RAND WINE [MALI OWNING an undivided 6.25% Interest Raytheon Travel Air Company 101 S. Webb Road Wichita, KS 67201 DEALER CERTIFICATE NUMBER AND ro j.,--_5/4CCCSSoYS WARRANTS THE-raw THEREOF. illairfegictSfINatelieffifit AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER. AND IN TESTIMONY WHEREOF WE HAVB 56T OUR HAND AND SEAL THIS 40" DAY OF PILIVernuer EVIA) SELLER NAME (S) OF SELLER HYPE OR (RIMED) SIGNATURE (S) (LT PM (IF EXECUTED FOR MOWRY-RUM ALL MUST SIGN TITLE ITITEDOR FILMED) Mark Styslinper 'r,,e4 4°, ,a /V/A CERTIFIED TO COPY RF RpeoRnFn RY FAA ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER. MAY BE REWIRED BY LOCAL LAW FOR VALENTI( OF THE INSTRUMENT.) ORIGINAL: TO FAA SDNY_GM_02759538 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246460 EFTA01330923 <25 VI-113HV 1)10 Alla V140HV1710 ZI ZI Lid IC Ng' TO. be HOLLY SISI938 liVd3t1IV HiliA 0311d I hereby certify that I have compared the foregoing with the original and it is a true and coned copy thereof. SDNY_GM_02759539 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246461 EFTA01330924 CORRECTED FORM PPFFIOVED 01)/3 Na 21204:042 CI o UNETE92.X1 AoOF =Dallt Al TRAti s m=thiloN U I . . AIRCRAFT REGISTRATION APPLIOCKIN • 7 7 I-1 CERT. ISSUE DATE , MM RR AUG 2 6 2000 • aif-3 °tome STATES REOSTTRATIa WUNDER N 7RM ,. AIRCRAFT MANIJFACTUREA & OACOEL . Raytheon Aircraft Company Beechjet 4004 ASICAAFT SEW & No. RK-260 FOR MA USE ONLY TYPE OF PEciasTRozoom peek cm kW 0 1. GvIdual 0 2. Partnerth0 0 3. Ocirgorstion' 4. Co.— CI & OM& 3ga • NAME OF APPUCAMT (Porteo(s) sheen ge ramp el oreagnelp. V lograhalll EOM MO met Sni Mine. eM SOSO IMS) 1. East Penn Manufacturing Co., Inc. CONING • c/o address holm; an undivided 6.25% Interest 2.-/5See Attachment owning the interest as sham on the attachment nanmant ranee. ( 31.6 ) 676-8C00 " ADDRESS nyara Sias* Ito ill er;ticeno win ATTN: CONTRACTS DEPT. Elonbee and fleet: 101 South Webb Road Rat Recto: PC. Sac CITY Wichita OM KS ZIP CCCE 67207 O CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Road the hallowing tatomont before signing this application. This portion MUST be completed. A team or Ott obryon Kt any guest:on 13 His oppemoca may be goals 10I pitta,Mtel by flee an,/; krotisonerant iii Code. The IS. Set ih21). CERTIFICATION LWE CERTIFY) II) That the stow await a °mad ty Ote etaltcnad aNtkamt ...) Is a 6,2101 Oht409 WPMTE201) c4 De United Sate& fora Yang byta. Ent Natt of Mies: 1 or CHECK ONE AS APPROPRIATE: c 0 losattIelayth Sten ft, (Form 1.151 a rem bash No. Laame • A whatzen coratedoto wait* twee vidot the tan Cl !Vaal) risPel ss" swiCeribl. W TIE91373101,h taftserttall723/'"' in n't ' (2) That lie shwa Is not rtgatad yaw the Ian of en/ Isair ochrty. end (3) That legal eadtece of oweershp Is couched Or has teat Ned t1 the Fedora] *M1 em ACmIttstretort, NOTE II executed lot onennerdlilp Si appleantS !Tait sign., Ufa reYeria Skla It nec=are TYPE OR PRINT NAME BELOW SIGNATURE EACH PART OF INS APPLICATION MUST OE SIGNED KINK hooNAC riffir ../ C—Ci I TorPlArr . Cm EctsCEa lianas..., of Raytheon Travel Air Company aging fig art -in-fact - ea, i ae2 scuartME 2.45See Attachment Da d SIGNARIFE TIRE DATE NOTE Paden mete ol IN Comm Cl Meta illgatriaen. to *OM May be oppeind lor e pored not In mew d CO arts, dmiste et** Ins ea pea row el Eye ethelalbta manic. Es alcot AC form Med poSSOS628-900M Supesedes Predous Mal tArek.L5r SDNY_GM_02759540 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_0O246462 EFTA01330925 • Vi4OHNIT510, VV:01.1V1A0 C 1,18 zz 1111' 00. • • 4:,div _ SDNY_GM_02759541 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA 00246463 EFTA01330926 0 0 2 13.419.40111aNt Tv Al CRAFTREGISTRATION APPLICATION N787TA Beechjet 400A Serial: RK-260 Name of applicant: Owning an undivided Address: Interest of: 2.) Air thislaine, Inc. 6.25P/O Shown on original form hereto 3.) Ferbert LLC 6.25% do applicant #2 4.) Fly Away LLC 6.25% do applicant #2 5.) Bloomfield Investment Company, LLC 6.25% do applicant #2 6.) Wilero L.L.C. 6.25% do applicant #2 7.) MAKA of Turrtleland L.L.C. 6.25% do applicant #2 8.) LeaiarrA stR= •grgna par. nay 12.5 % do applicant #2 9.) FC Corporate Mr Travel, Inc. 6.25% do applicant #2 10.) Mark Styslinger 6.25% do applicant #2 11.) IVIagbri, LLC 6/5% do applicant #2 12.) Samolot, LLC 6.25% do applicant #2 13.) Alcoa, Inc. 6.25% do applicant #2 14.) Pilgrim Cove Mr LLC 6.25% do applicant #2 15. )Nassau Holdings, Inc. 6.2511 c/o applicant 112 Signatures: Title: Date; 2-15 .) Terry L. Carr Senior Contracts Manager of Raytheon Travel Air Company Acting as Attorney-in-Fact By signing above, the applicant agrees and stipulates (1) to the terms, conditions and certification of the AC Form 80504 Aircraft Registration Appleadon, to which this page is attached (the "Application"), (ii) that all of the information set forth on the Application is true and correct as of this date, and (iii) the Application may be executed by the co-owners by executing separate counterpart signature pages, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same application SDNY_GM_02759542 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246464 EFTA01330927 • V140HV1M0 ALIO WOHY1X0 . ST £ LW /2 111P 00. OK air SONY GM 02759543*MEM SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, -15-, and 17 EFTA_00246465 EFTA01330928 023-)9! U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION CROSS-REFERENCE-RECORDATION SEE CONVEYANCE NO FILINO 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 SECURITY AGREEMENT DATE EXECUTED 12/29/99 FROM FC CORPORATE AIR TRAVEL, INC. DOCUMENT NO. NN019133 TO OR ASSIGNED TO BANK OF AMERICA, NA DATE RECORDED March 27, 2000 THE FOLLOWING COLLATERAL IS COVERED HY THE CONVEYANCE: AIRCRAFT (List by registration number) I TOTAL NUMBER INVOLVED I N787TA ENGINES I TOTAL NUMBER INVOLVED 2 MAKE(S) PRATT & WHITNEY IT15D-5 SERIAL NO. PCE-JA0287 PC41- A0291 PROPELLERS I TOTAL NUMBER INVOLVED MAKE(S) SERIAL NO. SPARE PARTS -LOCATIONS I TOTAL NUMBER INVOLVED LOCATION RECORDED CONVEYANCE FILED IN: N787TA RAYTHEON AIRCRAFT COMPANY 400A S/N RK-260 SDNY_GM_02 759644 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246466 EFTA01330929 SDNY_GM_02759545 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246467 EFTA01330930 fl 0 0 0 ?I 1, Fite 60 RACC TO BE RIE-CORD-ED BYPFAYA 14 11 19 13 3 SECURITY AGREEMENT • Raytheon Aircraft Credit Corporation 1. Grant of Security Interest. To secure the payment of the indebtedneSsalUeliRa9 it Corporation (hereinafter referred to as "RACC") by FC Corporate Air Travel, Inc. (hereinafter referre4 to as "Debtor) under that certain Promissory Note (hereinafter referred to as the "Promissory Note"), dated of eAen date herewith, and any renewals, extensions or changes in form thereof, and of any ard:211;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-260, Registration Number N787TA (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):Pc.E.SA on? Serial Number (R):K64-t102.411 together with any replacement engines. Aircraft Propellers: Hub Make: N/A; 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 Debtor's payments and performance thereunder. Debtor agrees not to enter into any amendments or modification of the Governing Documents or any other contract or agreement governing, relating to or arising out of Debtors right, title or interest in the Collateral without RACC's prior written consent Notwithstanding, anything herein to the contrary, RACC shall not be liable under the Governing Documents to perform any of the obligations thereunder, nor be required or obligated in any manner to make any payment, or make any inquiry as to the nature or sufficiency of any payment received by RTA, or present or file any claim, or (Rev 12/90) 1 )rn. 47 cDoc.%ir•N 531`$ 1.14/ \5 .OO 3 _ 0 SDNY_GM_02 759546 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246468 EFTA01330931 A 1131:MnVO 80 C WEI OZ MOO. 11 C:1.11::1 • SDNY_GM_02759547 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246469 EFTA01330932 n 0 0 0 0 0 0 n. 4 1 3 /2_2, )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. Debtor's Warranty of Title and Citizenship. Except for the security interest granted under this Security Agreement Debtor warrants that Debtor is (or, to the extent that the Collateral is to be acquired hereafter, will be) the owner of the Collateral free from any prior security interest lien or encumbrance. Debtor will defend the Collateral against all claims and demands of all persons claiming interest therein. Debtor further warrants that.it is a citizen of the United States as defined by 49 U.S.C. § 40102. 4. Debtor Will Execute and Deliver Documents. Debtor will, at RACC's request furnish RACC such information and execute and deliver to RACC such documents and do all such acts and things as RACC may reasonably request as are necessary or appropriate to assist RACC in establishing and maintaining a valid security interest in the Collateral and to assure that the Collateral is properly titled and registered and the security Interest perfected to RACC's reasonable satisfaction. Debtor will pay the cost of filing all appropriate documents in all public offices where RACC deems such filings necessary or desirable. 5. Operation, Maintenance and Repair. Subject to the Governing Documents, Debtor shall operate, maintain and repair the Collateral and retain actual control and possession thereof in accordance with the following provisions: 5a. Subject to the 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 Goveming Documents, Debtor will, at its own expense, keep the Collateral insured at all times against loss, damage, theft, and such other casualties as RACC may reasonably require (including hull insurance) in such amounts, under such forms of policies, upon such terms, for such periods and with such companies or underwriters as 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 °ism trity Agreement. RACC may examine and inspect the Collateral, wherever located, at all reasonable times. At its option, but without assuming any obligation to do so, RACC may discharge taxes, liens or security interests, or other encumbrances levied or asserted against the Collateral, may place and (Rev 12/98) 2 SDNY_GM_02759548 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246470 EFTA01330933 SDNYGM 02759549 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 0024647I EFTA01330934 0 0 0 f) 0 0 0? 4 I 4 fl - 13 pay for insurance thereon, may order and pay for the repair, maintenance and preservation thereof, and may pay any necessary filing or recording fees. Amounts paid by RACC under the preceding sentence shall be added to Debtors unpaid balance under the Promissory Note, shall be secured by the Collateral and shall be payable upon demand, together with interest at the rate computed as provided in Paragraph 2 of the Promissory Note until paid in 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 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 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. (Rov 12/P8) 3 SDNY_GM_02759550 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246472 EFTA01330935 SDNY GM 02759551 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246473 EFTA01330936 It 10 00 0 0 LI 1 3 13. Change of Address. Debtor will notify RACC in writing of any change of address from that shown in this Security Agreement within ten (10) days of such change. 14. GOVERNING LAW AND CHOICE OF FORUM. THIS SECURITY AGREEMENT WAS MADE AND ENTERED INTO IN THE STATE OF KANSAS AND THE LAW GOVERNING THIS TRANSACTION SHALL BE THAT OF THE STATE OF KANSAS AS IT MAY FROM TIME TO TIME EXIST. THE PARTIES AGREE THAT ANY LEGAL PROCEEDING BASED UPON THE PROVISIONS OF THIS SECURITY AGREEMENT SHALL BE BROUGHT EXCLUSIVELY IN EITHER THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF KANSAS AT WICHITA, KANSAS, OR IN THE EIGHTEENTH JUDICIAL DISTRICT COURT OF SEDGWICK COUNTY, KANSAS, TO THE EXCLUSION OF ALL OTHER COURTS AND TRIBUNALS. 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 Al day of nye? itiurr 1912, at Wchita, Kansas. Debtor: N/A Debtor: FC Corporate Air Travel, Inc. CThr- /ViceTere_siciebk Ci.mcISecreErt N/A (signature (title) (signature) (title) Address: 50 Public Square, Suite 1160 Address: N/A Cleveland, OH 44113-2267 RAYTHEON AIRCRAFT CREDIT CORPORATION B (Rev 12/98) 4 "RACC" SDNY_GIvl02759552 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246474 EFTA01330937 SDNY GM 02759553 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246475 EFTA01330938 3-(1 000 9000 '1 4 1 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 "Buvet"). WHEREAS, RACC, pursuant to a certain Contract, the obligor thereunder has purchased the undivided interest in the aircraft described in the security agreement to which this FAA Assignment is attached (such undivided interest in such aircraft [the "Aircraft")) and RACC has obtained a lien in such Aircraft pursuant to the security agreement to which a counterpart of this FAA Assignment is attached for purposes of filing with and recording by the FAA (with the obligation secured thereby collectively, the "Security Agreement"); WHEREAS, RACC, pursuant to the Purchase Agreement, has agreed to assign the Contract and receivables arising thereunder, the liens created pursuant to the Security Agreement and all proceeds of the foregoing to the Buyer; WHEREAS, in order to perfect the Buyer's interest in all of RACC's rights and interest in, to and under the Contract, the Aircraft and the Security Agreement assigned under the Purchase Agreement and all proceeds thereof, RACC has agreed to execute this FAA Assignment; NOW, THEREFORE, in consideration of the foregoing, RACC hereby agrees as follows: (a) For value received, RACC hereby sells, assigns and transfers, effective on as of December 29. 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_02759554 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246476 EFTA01330939 Qng SDNY GM 02759555 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246477 EFTA01330940 r 0 0 0 0 0 I . 4 I 7 12 X3.7 2 IN WITNESS WHEREOF, RACC has caused this FAA Assignment to be duly executed on the day and year written below. Dated: December 29, 1999 RAYTHEON AIRCRAFT CREDIT CORPORATION 2 SDNY_GM_02759556 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246478 EFTA01330941 SDNY_GM_02759557 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246479 EFTA01330942 ri 0 0 0 rJ 0 4 I 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 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 CoSyndication Agents, and each AdministrativeAgent referred to therein. WIINias_ETII 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_02759558 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246480 EFTA01330943 231 SDNY_GM_02759559 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 002464R1 EFTA01330944 c233 0 0 0 1 0 0 0 2 4 1 9 2 1. For value received, the Seller hereby sells, assigns and transfers, effective on and as of December 29. 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_02759560 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246482 EFTA01330945 SDNY_GM_02759561 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246483 EFTA01330946 (*) 0 0 0 0 0 0 2 4 2 0 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 Me: Vice Pre dent John S. Myers Dated: December 29. 1999 3 SDNYGivl02759562 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246484 EFTA01330947 ‘VIONV1:10 I hereby certify that I have compared the foregoing with the griginal and it is a true a correct copy thereof. / t_en 80 £ LI8 8Z 233 00. :!-:11.V11.2107.2 147::3;::; 0.:3 Ilj SDNY_GM_02759563 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246485 EFTA01330948 U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION CROSS-REFERENCE-RECORDATION SEE CONVEYANCE NO 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 SECURITY AGREEMENT DATE EXECUTED 10/31/99 FROM FERBERT, LLC DOCUMENT NO. NN019132 TOOR ASSIGNED TO BANK OF AMERICA, NA DATE RECORDED March 27, 2000 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: AIRCRAFT (List by registration number) I TOTAL NUMBER INVOLVED I N787TA ENGINES I TOTAL NUMBER INVOLVED 2 MAKE(S) PRATT & WHITNEY rrI5D-5 SERIAL NO. PCE-JA0287 PCE-JA0291 PROPELLERS I Toni_ NUMBER INVOLVED MAKE(S) SERIAL NO. SPARE PARTS -LOCATIONS I TOTAL NUMBER INVOLVED LOCATION RECORDED CONVEYANCE FILED IN: N787TA RAYTHEON AIRCRAFT COMPANY 400A HMI RK-260 SDNY_GM_02759564 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246486 EFTA01330949 SDNY_GM_02759565 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246487 EFTA01330950 n i °CERTIFIED COn 3 RACC TO BE RECORDED BY IzAt H ,1 0 1 9 13 2 SECURITY AGREEMENT O- 17 Raytheon Aircraft Credit Corporation NN MAR 27 2000,1 1. Grant of Security Interest. To secure the payment of the in -ebte ness r id ue ° Rein y eolf- Aircraft Credit Corporation (hereinafter referred to as "RACC") by Ferbert, LLC (hereinafter referred to as "Debtor) 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 indebtldness,pf.Debtor to RACC, either direct or indirect, absolute or contingent, whether now existing or hereafter .aneing, 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"): An undivided 6.25% interest in Raytheon Aircraft Company Aircraft Model Seechjet 400A, Serial Number RK-260, Registration Number N787TA (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-JA0287; Serial Number (R): PCE-JA0291, together with any replacement engines. Aircraft Propellers: Hub Make: N/A: Hub Model: N/A; Hub Serial Number (L): N/A; Hub Serial Number (R): N/A, together with any replacement propellers. B. All contracts and agreements of every kind (oral and written), contract rights, rights to receive payments, goods or services of every kind, general intangibles, chattel paper and accounts, whether now existing or owned or hereafter arising or acquired, governing, relating to or arising out of my right, title or interest in the Aircraft, including, without limitation, the Raytheon Travel Air Company (hereinafter referred to as RTA") agreements described as follows: Master Interchange Agreement, Joint Ownership Agreement, Management Agreement, and Aircraft Interest Purchase Agreement including any amendments thereto (collectively the "Goveming Documents"). C. 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 Goveming 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 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 (Rev Was) O o o 5"n•-lo‘'s1,, tk. 15. SDNY_Gtvl_02 759566 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246488 EFTA01330951 80 £ WY ea C1 oo, SDNY_GM_02759567 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246489 EFTA01330952 n00 10002414 4-24)-1( take any action to collect or enforce the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times. The security interest granted herein is a purchase money security interest under the Kansas Uniform Commercial Code. 3. Debtor's Warranty of Title and Citizenship. Except for the security interest granted under this Security Agreement. Debtor warrants that Debtor is (or, to the extent that the Collateral is to be acquired hereafter, will be) the owner of the Collateral free from any prior security interest, lien or encumbrance. Debtor will defend the Collateral against all claims and demands of all persons claiming interest therein. Debtor further warrants th4it 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. 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, MCC may discharge taxes, liens or security interests, or other encumbrances levied or asserted against the Collateral, may place and (Rev 9/99) 2 SDNY_GM_02 759568 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246490 EFTA01330953 921- iti .. SDNY_GM_02759569 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246491 EFTA01330954 no00000 1. 41 nJ GUpay 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 poth parties. The requirements of the Kansas Uniform Commercial Code for reasonable notification to Debtor of the time and place of any proposed public sale of the Collateral or of the time after which any private sale or other intended disposition is to be made, shall be met if such notice is mailed, postage prepaid, to Debtors address, as shown herein, at least twenty (20) days before the time of the sale or disposition. After deduction of all reasonable expenses of retaking, holding, preparing for sale or lease, selling, leasing and the like, together with reasonable costs of collection, attorneys' fees and legal expenses of RACC, and after the payment of the principal and interest due under the Promissory Note, the balance, if any, of the proceeds of the sale may be applied to the payment of any or all other indebtedness of Debtor to RACC, whether due or not, whether direct or indirect, absolute or contingent, whether now existing or hereafter arising, and whether owing individually or in connection with others not parties hereto, and to the satisfaction of indebtedness secured by any subordinate security interest in the Collateral of which RACC has received notice prior to distribution of the proceeds. Debtor shall be liable for any deficiency after application of such proceeds, to the extent permitted by law. If after a default by Debtor, the Collateral is returned to or recovered by RACC, Debtor agrees RACC may fly or otherwise move the Collateral for demonstration and other purposes reasonably related to a proposed public or private sale or other disposition of the Collateral. 9. Sale of Aircraft and/or Related Collateral. In the event the Aircraft and/or related Collateral is sold, RACC may declare all indebtedness due under the Promissory Note, as well as any other indebtedness or liability of Debtor to RACC, immediately due and payable. In addition to the foregoing, RACC may (a) sell, or instruct any agent or broker to sell, all or any part of the Collateral, and direct such agent or broker to deliver all proceeds thereof to RACC and apply all proceeds to the payment of any or all of the unpaid balance owed pursuant to the provisions contained in this Security Agreement, in such order and manner as RACC shall choose, in its discretion, and/or (b) cause title to the Collateral to be transferred into the name of RACC or its designee. Debtor understands and agrees that any sale by RACC of all or part of the Collateral pursuant to the terms of this Security Agreement may be effected by RACC at a time and in a manner which could result in the proceeds of such sale being significantly and materially less than might have been received if such sale had occurred at a different time or in a different manner, and Debtor hereby releases RACC and its officers and representatives from and against any and 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 Goveming 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 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 9799) 3 SDNY_Glvl_02759570 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246492 EFTA01330955 SDNY_GM_02759571 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246493 EFTA01330956 nno lo 00 , A f) ; 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 CONDITIONSOF 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 31 day of 0C-4&i 19 fl , at Wichita, Kansas. Debtor: Ferbert, LLC Debtor: N/A (sig.: lure) (title) N/A (signature) (title) Address: 1750 Telegraph Road Suite 300 Address: N/A Bloomfield Hills, MI 48302 RAYTHEON AIRCRAFT CREDIT CORPORATION B9 049,7a0 (Ray 9/99) 4 "RACC" SDNY_Glvl_02759572 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246494 EFTA01330957 c2O2- lo SDNY_GM_02759573 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246495 EFTA01330958 1; n 0 0 0 0 0 1 4 0 7 FAA ASSIGNMENT (TO BE USED FOR ADDITIONAL ASSETS - LOANS) Pt I ASSIGNMENT (the "FAA Assimmen1"), executed by RAYTHEON AIRCRAFT CREDIT CORPORATION, a Kansas corporation (")tACC"), 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 TNEaSETH: 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 "agar]) and RACC has obtained a lien in such Aircraft pursuant to the security agreement to which a counterpart of this FAA Assignment is attached for purposes of filing with and recording by the FAA (with the obligation secured thereby collectively, the "Security Agreement"); WHEREAS, RACC, pursuant to the Purchase Agreement, has agreed to assign the Contract and receivables arising thereunder, the liens created pursuant to the Security Agreement and all proceeds of the foregoing to the Buyer; WHEREAS, in order to perfect the Buyer's interest in all of RACC's rights and interest in, to and under the Contract, the Aircraft and the Security Agreement assigned under the Purchase Agreement and all proceeds thereof, RACC has agreed to execute this FAA Assignment; NOW, THEREFORE, in consideration of the foregoing, RACC hereby agrees as follows: (a) For value received, RACC hereby sells, assigns and transfers, effective on as of January 5. 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_02759574 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246496 EFTA01330959 SDNY_GM_02759575 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246497 EFTA01330960 c2c2-7 0 0 0 0 0 0 4"! 4 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 Dated: January 5. 1999 Vice Presi nt, John S. Myers 2 SDNY_GM_02759576 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246498 EFTA01330961 SDNY_GM_02759577 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246499 EFTA01330962 n iloo lj no24I9 ' 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 CoSyndication Agents, and each AdministrativeAgent referred to therein. EzinEaaRiff 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_02759578 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246500 EFTA01330963 SDNY GM 02759579 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246501 EFTA01330964 n 1) 0 0 0 0 0 n. 4 I 0 X2.3 2 1. For value received, the Seller hereby sells, assigns and transfers, effective on and as of January 5. 1999 unto the Administrative Agent for the ratable benefit of the Purchasers all of the Seller's tight, 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_02759580 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246502 EFTA01330965 p2.2- P-- SDNY_GM_02759581 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246503 EFTA01330966 no0n000 1 4 I I 02.2-1 3 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 itrt. ice ident John "S Myers Dated: January 5, 1999 3 SDNYGIvl02759582 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246504 EFTA01330967 I hereby certify that I have compared the.foregoing with the iginal and it is a true d correct copy thereof. ti-et/K, vvrolvtio vwotivuo 80 £ IJIJ 82 93J 00. SUP? :UV:1 SDNY_Gtv1_02759583 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246505 EFTA01330968 ,21- Id/ U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION CROSS-REFERENCE-RECORDATION SEE CONVEYANCE NO FLUNG 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 SECURITY AGREEMENT DATE FrFruTED 12/30/99 FROM NASSAU HOLDING, INC DOCUMENT NO. N140I9131 TO OR ASSIGNED TO BANK OF AMERICA, NA DATE RECORDED Math 27, 2000 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: AIRCRAFT (List by registration number) I TOTAL NUMBER INVOLVED I N787TA ENGINES il TOTAL NUMBER INVOLVED 2 MAKE(S) PRATT & WHITNEY IT 15D-5 SERIAL NO. PCE-IA0287 PCE-JA0291 PROPELLERS I TOTAL NUMBER INVOLVED MAKE(S) SERIAL NO. SPARE PARTS -LOCATIONS I TOTAL NUMBER INVOLVED LOCATION RECORDED CONVEYANCE FILED IN: N787TA RAYTHEON AIRCRAFT COMPANY 400A S/N RK-260 .....,-....- - ,. - -- ..... • SDNY_GM_02 759584 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246506 EFTA01330969 c2i- 117 SDNY_GM_02759585 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246507 EFTA01330970 r ° ICERIIFiEb ethni RACC SECURITY AGREEMENT TO BE RECORDED BY FAA NH 019131 Al-17 Raytheon Aircraft Credit Corporation : r rp,247.3 P11 1 40 1. Grant of Security Interest. To secure the payment of the indebtedness Ode Raytheon Aircraft Credit Corporation (hereinafter referred to as "RACC") by Nassau Holdings, Inc. (hereinafter referred to as ."Detttar) under that certain Promissory Note (hereinafter referred to as the "Promissory Note"), dated of even date Inewith, 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-260, Registration Number N787TA (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-JA0287; Serial Number (R): PCE-JA0291 , 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 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 11/99) 1 000S9V-VA'Sle5 \ 5 . to o a-web—clic, SDNY_GM_02759586 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246508 EFTA01330971 6Q I- lir • 1.110 0}19 `:0 1:40 8° £ 03 03j O. !!! • .. . : .. SDNY_GM_02759587 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246509 EFTA01330972 r. f 0 1 0 r) U . 3 9 take any action to collect or enforce the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times. The security interest granted herein is a purchase money security interest under the Kansas Uniform Commercial Code. 3. Debtor's Warranty of Title and Citizenship. Except for the security interest granted under this Security Agreement, Debtor warrants that Debtor is (or, to the extent that the Collateral is to be acquired hereafter, will be) the owner of the Collateral free from any prior security interest, lien or encumbrance. Debtor will defend the Collateral against all claims and demands of all persons claiming interest therein. Debtor further warrants thakit is a citizen of the United States as defined by 49 U.S.C. § 40102. 4. Debtor Will Execute and Deliver Documents. Debtor Wdl, 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 property titled and registered and the security interest perfected to RACC's reasonable satisfaction. Debtor will pay the cost of filing all appropriate documents in all public offices where RACC deems such filings necessary or desirable. 5. Operation, Maintenance and Repair. Subject to the Governing Documents, Debtor shall operate, maintain and repair the Collateral and retain actual control and possession thereof in accordance with the following provisions: 5a. Subject to the Governing Documents, Debtor shall have complete use of the Collateral until default, and Debtor shall use, operate, maintain and store the Collateral, or any part thereof, properly, carefully and in compliance with all applicable statutes, ordinances, regulations, policies of insurance and manufacturer's recommendation and operating and maintenance manuals. 5b. Subject to the Governing Documents, Debtor agrees that the Collateral will be operated only by duly certificated and qualified pilots and shall maintain U.S. registry and shall be based within the geographical boundaries of the United States. 5c. Subject to the Governing Documents, Debtor shall be responsible for and pay for all expenses of owning and operating the Collateral, including but not limited to storage, fuel, lubricants, service, inspections, overhauls, replacements, maintenance and repairs, all in compliance with the manufacturers operating and maintenance manuals and with FAA rules and regulations. Debtor shall properly maintain all records pertaining to the maintenance and operation of the Collateral. 6. Insurance. Subject to the Governing Documents, Debtor will, at its own expense, keep the Collateral insured at all times against loss, damage, theft, and such other casualties as RACC may reasonably require (including hull insurance) in such amounts, under such forms of policies, upon such terms, for such periods and with such companies or underwriters as RACC may (but has no obligation to) approve. RACC hereby approves the insurance provided by RTA pursuant to the Governing Documents. Losses or refunds in all cases shall be payable to RACC and Debtor as their interests may appear. In no event shall the amount of such insurance be less than the amount of indebtedness due under the Promissory Note. All policies of insurance shall provide for at least thirty (30) days prior written notice of cancellation to RACC, and shall contain a breach of warranty endorsement in favor of RACC. RACC may obtain such insurance If such insurance is not provided by Debtor. Debtor shall furnish to RACC proof satisfactory to RACC of compliance with the provisions of this paragraph. RACC, and its assigns, are hereby irrevocably appointed attorney-in-fact for Debtor to endorse for Debtor any checks, drafts or other instruments whatsoever payable to Debtor as proceeds or refunds for any such insurance and to make claims of loss and to sign proofs of loss against any insurance company and to receive all payments. Debtor will pay any deductible portion of such insurance. All risk of loss, damage, destruction or confiscation shall at all times be on Debtor. 7. Debtors Possession. Until default, Debtor may have possession of the Collateral and use it in any lawful manner not inconsistent with this Security Agreement RACC may examine and inspect the Collateral, wherever located, at all reasonable times. At its option, but without assuming any obligation to do so, RACC may discharge taxes, liens or security interests, or other encumbrances levied or asserted against the Collateral, may place and (Rev 11/99) 2 SDNY_GM_02759588 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002465 ID EFTA01330973 .21- ))-{ SDNY_GM_02759589 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0024651 I EFTA01330974 • ! 0 0 1 0 0 0 ). 3 9 21- 13 pay for insurance thereon. may order and pay for the repair, maintenance and preservation thereof, and may pay any necessary filing or recording fees. Amounts paid by RACC under the preceding sentence shall be added to Debtors unpaid balance under the Promissory Note, shall be secured by the Collateral and shall be payable upon demand, together with interest at the rate computed as provided in Paragraph 2 of the Promissory Note until paid in 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 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 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_GIvl_02759590 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246512 EFTA01330975 02.1-I,9--- : SDNY GM 02759591 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246513 EFTA01330976 nlolo no 3 9 7 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 MA DE 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 :FHE 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. rr Executed this& day of /.t ivnik;- 19a at Wichita, Kansas. Debtor. Nass s, Inc. Debtor: N/A N/A (title) (signature) (title) Address: 619 Alexander Road, 3rd Floor Address: N/A Princeton, NJ 08540 RAYTHE9N#1IRCRAFT CREDIT CORPORATION (Rev 11(90) 4 "RACC" SDNY_GM_02759592 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA (X)246514 EFTA01330977 SDNY_GM_02759593 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246515 EFTA01330978 r; 2 0 0 0 9 0 1 39 . 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"). WHEREAS, RACC, pursuant to a certain Contract, the obligor thereunder has purchased the undivided interest in the aircraft described in the security agreement to which this FAA Assignment is attached (such undivided interest in such aircraft [the "Aircraft")) and RACC has obtained a lien in such Aircraft pursuant to the security agreement to which a counterpart of this FAA Assignment is attached for purposes of filing with and recording by the FAA (with the obligation secured thereby collectively, the "Security Agreement"); WHEREAS, RACC, pursuant to the Purchase Agreement, has agreed to assign the Contract and receivables arising thereunder, the liens created pursuant to the Security Agreement and all proceeds of the foregoing to the Buyer; WHEREAS, in order to perfect the Buyer's interest in all of RACC's rights and interest in, to and under the Contract, the Aircraft and the Security Agreement assigned under the Purchase Agreement and all proceeds thereof, RACC has agreed to execute this FAA Assignment; NOW, THEREFORE, in consideration of the foregoing, RACC hereby agrees as follows: (a) For value received, RACC hereby sells, assigns and transfers, effective on as of ;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. 21-ci SDNY_GM_02759594 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246516 EFTA01330979 SDNY GM 02759595 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246517 EFTA01330980 noo no o 0 1, 3 9 9 ,21-7 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 rT ice President hn S. Myers Dated: December 30. 1999 2 SDNY_GM_02759596 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002465 I EFTA01330981 SDNY_GM_02759597 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246519 EFTA01330982 0 0 0 0 0 0 , 4 1 0 ' 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 CoSyndication Agents, and each AdministrativeAgent referred to therein. EziNEaaEill 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_02759598 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246520 EFTA01330983 SDNY_GM_02759.9 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 0024652! EFTA01330984 n 0 0 0 0 0 n. 4 1 I 021-3 2 1. For value received, the Seller hereby sells, assigns and transfers, effective on and as of December 30. 1999 unto the Administrative Agent for the ratable benefit of the Purchasers all of the Seller's right, title and interest in and to the Aircraft and in and to the Security Agreement and all of the Seller's right, title and interest (but not obligations) in and to the Contract (including the right to payment thereunder) and all proceeds of the foregoing. 2. This FAA Assignment is one of the FAA Assignments referred to in, is entitled to the benefits of and is made subject to the terms and conditions of, the Purchase Agreement. 3. GOVERNING LAW. THIS FAA ASSIGNMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 2 SDNY_GM_02759600 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246522 EFTA01330985 (21- c2- SDNY_GM_02759601 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246523 EFTA01330986 C1 1000 00 4 '1 2 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 BYC:20e-JZ1/./. 7 - Vice Pre:fted John S. Myers Dated: December 30. 1999 3 SDNYGIvl02759602 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246524 EFTA01330987 2I J. •• t' ,10:1*/ 4 1:10 80 C WEI 82 G]J CO. I hereby certify that I have compared the foregoing with the or nal and it is a true an orrect copy thereof. SDNY_GM_02759603 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246525 EFTA01330988 • 0 p 0 0 UNITED Sinai OF a OCIASITlert OF TRANSPORTATION t AMA-ON AceseautliTesinTS miner/ Asporassmcas corms NRCRAFT REGISTRATION APRJOITION %maw sm., lIZOISTRADCH NUMBER N 78T1A IIIWICRAFT IONTWACRIRER lt MODEL vtheon Aircraft Canoanv Beertiet 4O3A AIKAAFT SERIAL No. W-260 0 fly COPY= 9 0 cQO -3 CERT. ISSUE DATE T MAR 8 2008 FOR FM USE ONLY TnIt CF RIOSTRAION (Check one bai) 0 I. lAbhMi/401 0 2. Par DOTTITIT 0 3. COOKKESOCCO I. Caaprer 0 5. Gall ID 8.I. IFE: NAME CF npuourt 64noto nixon an oleos of ansenha IT InFahni On 44 44T4. FFF orbs. 4'4 mild!"bill 1. Nassau Holdings, Inc. worm • c/o address below an undivided 6.25% Interest 2.4SSee Attachment owning the interest as sham at the attachment niemose Humans( 316 )676-8O3O ADNIESS (Pennareo mans Maass Tor as applabl Sad) WON , sheet 101 South Webb Road TON( Rout P.O. B OW Wichita STATE KS Z. CODS 67201 0 CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Read the following of/dimwit before signing this application. This portion MUST be compietad. A Ida or suconent anyone to any quesson In an *Known ate to aounta low anisrenent try [no ani( of hiss. ma N.S. Oda Tao IS. Sec. 'COTS • CERTIFICATION ITT That the atod, •thIr Ls Yomad by ed nrdanodnad Aypiant x410 Is a alto enchain ccianions) of to lAwlid Snob (For nerd WOl ine on a Inane: I. Ca. CHECK ONE AS APPROPIIMTC: • Cl A nand ann. nth nen regendon (Fan T•151 or Form labl) NO. ' G O A ronction conorston asentted s clang bainotS Lockv NO lawn/ (sta) ard yid *ma Is baloi aid WNW./ used N ext Lrit.3 Swot Rama a S.)11 1164.6 an *tab. for W•Csatco U 12) That to &CMS Is noI nanens4 take U. laws of an lye*, tansy: An 11.1 Tut legal waste of ownenhp a aTa040 a has Wen Wed en to redact Anon AdninsTaion NOM: II esecutod for soontrarNap sit :Winans must Man Use reverse side if necessary TYPE OR PAINT SIGNATURE 2,- Z h 3 8 14. X go bli! SIGNATU 1 • Tn€5 , o4 0-7— DMZ aftfoo 2.-ISSee Attachlent oial SIGNATURE TIRE WO ICE P•6 9 reap di the Cdthcd• Of ..61.1 Rolgooko. to angel Inn to yawned to • woos no is as at 10 de" taing leech time Its PINK ie./ a 44* stieneboo COW be CanC•I n to *rota AC Form $0504 (12A0) (00524:042b9011) SWOON* Rebus Edbal pooS? PIS /re SDNY_GM_O27596O4 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00246526 EFTA01330989 • a • •• •••• . • • • VR01.17110 1.110 VW3W/720 1.0 € WY 8Z 00. Et ::CIIVelSWV-!!Pr")::.." VP' SDNY_GM_02759605 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00246527 EFTA01330990 n A nn nn 11 1_ a TVICHMEWT TO IRCRA-P-TR aVISTRATION APPLICATION Is787TA Reechiet 400A Serial: RK-260 ,Qa - I Name of applicant: Owning an undivided Address: Interest of: 2.) Ferbert LLC 6.25% Shown on original form hereto 3.) Fly Away LLC 6.25% Shown on original form hereto 4.) Bloomfield Investment Company, LLC 6.25% Shown on original form hereto 5.) Wilero L.L.C. 6.25% Shown on original form hereto 6.) MAKA of Turttleland L.L.C. 6.25% Shown on original form hereto 7.) East Penn Manufacturing Co., Inc. 6.25% Shown on original form hereto 8.) FC Corporate Air Travel, Inc. 6.25% Shown on original form hereto 9.) Mark Styslinger 6.25% Shown on original form hereto 10.) Magbri, LLC 6.25% Shown on original form hereto 11.) Samolot, LLC 6.25% Shown on original form hereto 12.) Alcon, Inc. 6.25% Shown on original form hereto 13.) Pilgrim Cove Air LLC 6.25% Shown on original form hereto 14.) Leonard M. Rand and Barbara E. Rand, 12.5% Shown on original form hereto Trustees of the Rand Family Trust 15.) Air Chislaine, Inc. Signatures: 2-15.) 6.25% Shown on original form hereto Title: Date: Senior Contracts Manager of Raytheon Travel Air Company Acting as Attorney-in-Fact zI I Irso By signing above, the applicant agrees and stipulates (I) to the terms, conditions and certification of the AC Form 8050.1 Aircraft Registration Appleation, to which this page is attached (the "Application"), (ii) that all of the information set forth on the Application is true and correct as of this date, and (iii) the Application may be executed by the co-owners by executing separate counterpart signature pages, each of a hich ashen so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same application SDNY_GM_02 759606 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246528 EFTA01330991 ao SDNY_GM_02759607 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246529 EFTA01330992 UNITED STATES OF AMERICA U S DEPABBieter Or litAXSTORTATION FWERAL AVIATION ADMDrATT AIRCRAFT B!LLd S,O,E 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: UNI i ED STAI ES REGISTRATION NUMBER N787TA AIRCRAFT MANUFACTURER & MODEL Raytheon Aircraft Company Beechjet 400A AIRCRAFT SERIAL No. RK-260 PURCHASER DOES This 1st DAY OF February 2000 HEREBY SELL GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE. AND INTERESTS IN AND TO AN UNDIVIDED 6.25% INTEREST IN SUCH AIRCRAFT UNTO: NAME AND ADDRESS DP INDIVIDUAL(3). GIVE LAST NAME. FOIST NAME. AND COLE virnAL) Nassau Holdings, Inc. 101 South Webb Road Wichita, KS 67207 CEPTIFIED COPY TO BE i±?EcoRDED By FAA P 2 2 9 4 5 FORM APPROVED OMB NO 2%20.0042 CONVEYANCE RECORDED De Net WAWA Titbit* 00.r.,. MR FAA URE °NW' sas-VN MAR 0 0 40 AN -3} OWNINGiv I A TION an UlidividtiettAtiNest DEALER CEFtTIFICATE NUMBER WARRANTS ANDY) nitirnaticeoF. LIQ.CuNNer*DMINISSRATORS AND ASSIGNS T N LARL AIR RAFT AND IN TFSDMONY WHEREOF WE HAVE SET OUR HAND AND SEAL TIES 1st DAY OF February 2000 > n nr SELLER NAME (S) OF SELLER (TYPE OR PRINTED) SIGNATURE (5) (D4 INK) IA EXECUTED FOR CO.OWNCBSIM. ALL MUST SIC.%) TITLE (MED OR PRINTED) Raytheon Travel Air Company Terry L. Carr er------ ...7 2.-Cit.____ Sr. Contracts Manager ENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER MAY BE REOUIXFD BY LOCAL LAW FOR VAT lnInt Or /14F m cyst i ran' % \.„67;• 0 - 14.-) ORIGINAL: 0/12- TO FAA SDNY_GM_02759608 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246530 EFTA01330993 ). i0 VI-10 I hereby certify that I have compared the foregoing with the ori inal and it is a true an rrect copy thereof. LO Ull 22 °A". - OSDNY_GM_02759609 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246531 EFTA01330994 UNITED STATES OF AMERICA u s nEDAR11.4ENT or TRAIWORTATON AROMA AVVION AlErierrATie, 0 AIDICRAFT BILL OP SA E FOR AND IN CONSIDERATION OF S I & OTHER VALUABLE CONSIDERATIONS THE UNDERSIGNED OWNER(S) OF AN UNDIVIDED INTEREST TN THE LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N787TA AIRCRAFT MANUFACTURER & MODEL Raytheon Aircraft Company Beechjet 400A AIRCRAFT SERIAL No. RK-260 PURCHASER DOES THIS 29th DAY OF January 2000 HEREBY SELL GRANT. TRANSFER AND DELIVER ALL RIGHTS, TITLE. ANO INTERESTS IN AND TO AN UNDIVIDED 6.25% INTEREST IN SUCH AIRCRAFT UNTO: NAME AND ADDRESS INDIVIDUAL(S). GIVE LAST HAW. FIRST NAME AND MIDDLE 1,411N. ) Air Ghislaine, Inc. 101 South Webb Road Mfichita, KS 67207 CERTIFIED COPY TO BE RECORDED BY FAA P 2 2 9 4 CONVI-1 ANCS RECORDED FORM APPROVED CM3 NO 21200042 Do NotIM WM* Sleek FOR FAA USE ONLY ea__. MAR 8 uo 13Pv b4-1 an attjthaWgterest DEALER CERTIFICATE HUMBER MDT vaid t2,35c , WARRANTS THE ANDA VER. AND DI TESTIMONY WHEREOF WE HAVE SET OUR HAND AND SEAL THIS 29th DAY OF January 2000 ix] V) NAME (S) OF SELLER (Tilt OR MINTED) SIGNATURE (ST (IN IMO (IF EXECUTED FOR CO-OVINERSIM. ALL MUST MK) TITLE (TYPED OR PRINTED) Raytheon Travel Air Company ."''''...— e „. Terry L. Can , ...• C---- Sr. Contracts Manager A V ED EM R. (NOT REQUIRED PURPOS OF FAA RECORDING: HOWEVER. MAY BE REOU1RED BY LOCAL LAW FOR VAI [MTV OP THE rutty i n.orprr 1 _.--f-4 1‘. 0 —T5 C ORIGINAL: TO FAA SDNY_GM_027596t0 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246532 EFTA01330995 IP I hereby certify that I have compared the foregoing with the or' inal and it is a true a orrect copy thereof? 0-a/est VI-10Hri‘i0 ALIO VW0H+113t0 "1'6\8 WV 82 93.100. lta r SDNY_GM_02759611 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246533 EFTA01330996 UNITED STATES OF AMERICA US COMMENT OF litAMPORTADON FEDERAL AVIATION AONDOSTPATITI AIRCRAFT sips o/isAige 9 0 FOR AND IN CONSIDERATION OF S I & OTHER VALUABLE CONSIDERATIONS THE UNDERSIGNED OWNER(S) OF AN UNDIVIDED INTEREST IN THE LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N787TA AIRCRAFT MANUFACTURER 8 MODEL Raytheon Aircraft Company Beecjet 400A AIRCRAFT SERIAL No. RK-260 DOES THIS 11th DAY OF January 2000 HEREBY SELL GRANT, TRANSFER AND DELIVER ALL RIGHTS. TITLE. AND INTERESTS IN AND TO AN UNDIVIDED 12.50% INTEREST IN SUCH AIRCRAFT UNTO: WI .- IFIED COPY -MBE RECORDED BY FAA P 2 2 9 4 3 CONYE":ANCE RECORDED NT OP Na vatorenvomar Vic FOR FAA USE ONLY FOAM APPROVED ONO3 NO 21:0DDI cc co) cC Ot. NAM€ AND ADDRESS or NOIVIDUALID.GFVE LAST NAM[, FIRST NAME, AND MIDDLE DOTAL) Leonard M. Rand and Barbara E. Rand, Trustees of the Rand Family Trust 101 South Webb Road Wichita, KS 67207 Ilan 8 8 40 AM TY FE tO ION aB ti‘Ofule4 DIM Interest DEALER CERTIFICATE NUMBER ANDY) pAY WARRANTS dia&THEREOF. FY-M./FOAL ADMINISTRATORS. AND ASSIGNS TO HAVE AND TO HOW SINGULARLY ER. INitsraioNy WHEREOF WE HAVE SET OUR HAND AND SEAL mils 11th DAY OF January 2000 to ..J LW co NAME (S) OF SELLER (MICR PRINTED) SIGNATURE (S) ON MO (IP Warm FOR COOWMASHIP. AIL MST SIGN.) TITLE (TYPED OR PROMO) Raytheon Travel Air Company Terry L ca, e.... C., Sr. Contracts Manager ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER. MAY BE REWIRED BY LOCAL LAW FOR VALIDITY OF Dv FNSTRUMFDTI inc 02A. ORIGINAL: TO FAA SONY_GM_02759612 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246534 EFTA01330997 • r. I hereby certify that I have compared the foregoing with the on inal and it is a true a orrect copy thereof. yvol-tvtl me 11-1CIVI ^ 1O. LO t 2z 933 00. zta r.011.•.• .1; I t . . SDNY_GM_027596t3 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246535 EFTA01330998 UNITED STATES, US DEnaTKENT OF TRANIPORTAlla4 V1CAVN A4441100 0 AIRCRAFT BILL 0 AL FOR AND IN CONSIDERATION OF S I & OTHER VALUABLE CONSIDERATIONS THE UNDERSIGNED OWNER(S) OF AN UNDIVIDED INTEREST IN THE LEGAL AND BENEFICIALlITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N 787TA AIRCRAFT MANUFACTURER it MODEL Raytheon Aircraft Company Beechjet 400A AIRCRAFT SERIAL No. RK-260 PURCHASER DOES THIS 31st DAY OF December 1999 HEREBY SELL GRANT. TRANSFER AND DELIVER ALL RIGHTS. TITLE. AND INTERESTS IN AND TO AN UNDIVIDED 6.25% INTEREST IN SUCH AIRCRAFT UNTO: NAME AND ADDRESS (IF INDWIDW,L(5). OWE LAST NAME. FIRST HAKE. AHD moot, DO AL) Alcor', Inc 101 South Webb Road Wichita, KS 67207 ppviFIED COPY TO BE RECORDED BY FAA P 2 2 9 4 2 COWEIANCE RECORDED Mas rigAI14/—asifione poll ION an taraeileW2 IInterest FORM APPROVED OMB NO 21204012 DEMUR CERTIFICATE NUMBER , AND T5 I n STA t-i..c)ava. .abetrreftS,A0MffkraNtAloo.s. AND ASSI4NS TO NAVE ANOTO HOLD SINGULARLY THE SAID AIRCRAFT kALEVER. AND WARRANTS TIE TITLE THEREOF. IN TESTIMONY WHEREOF WE HAVE SET OUR HAND AND SEAL THIS 31st DAY OF December 1999 SELLER NAME (S) OF SELLER (TYPE OR FRONTED) SIGNATURE (S) (DI DIM OF EXECUTED FOR CO-OwNtaSULP. ALL MUST Sta.) .-- TITLE (n7LD OR FRONTED) Raytheon Travel Air Company Terry L. Carr -...---'" Sr. Contracts Manager AcKnowLencetwri (NOT REQUIRED FOR PURPOSES OF RECORDING: HOWEVER. MAY BE REOuIRED BY LOCAL LAW FOR VALIDITY OF THE IN CTII I miner t trt Lei PIC ', t a t_ ORIGINAL: TO FAA SDNY_GI.1_02759614 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246536 EFTA01330999 vyolv??10,30 ,k1.13 1•• I hereby certify that I have compared the fore• going with the and It is a true a correct copy thereof. zn.,,t. Lo z tra 22 ," 00. hri SDNY_GM_02759615 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246537 EFTA01331000 MEMO STATES OF AMERICA U.S. 01:m*7M:tad TRANspoRTAnoN FEDERAL AnzioN ?impaorRATIes AIRCRAFT BQL co) sw OR AND IN CONSIDERATION OF $ I & OTHER VALUABLE CONSIDERATIONS THE UNDERSIGNED OWNER(S) OF AN UNDIVIDED INTEREST IN THE LEGAL AND BENEFICIAL IDLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N787TA AIRCRAFT MANUFACTURER & MODEL Raytheon Aircraft Company Beechjet 400A AIRCRAFT SERIAL No. RK-260 PURCHASER DOES THIS 31st DAY OF December 1999 HEREBY SELL GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE. AND INTERESTS IN AND TO AN UNDIVIDED 6.25% INTEREST IN SUCH AIRCRAFT UNTO: NAME AND ADDRESS OP INDIVIDUALCLorva LAST NAME FAST Rua AND Kmoimitu4 Samolot, LW 101 South Webb Road Wichita, KS 67207 '? 3 CERTIFIED COPY TO BE RECORDED BY FAA P 2 z 9 4 I COhVEYAHCC RECORDED FORM APPRanD 0•09 AO 21:0-WA2 I c -I • enrtfLm \ ir l IATOI N au mid ed 6 % Interest DEALER ClUnIFICATE NUMBER AND TO .> >Ed CC/ •e atalaciewstABKNIalLAZtaibs. AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY AIRCRAFT ER. WARRANTS ThE TnIE THEREOF. RITES-MONT WHEREOF WE HAVE SET OUR HAND AND SEAL THIS 31st DAY Or December 1999 SELLER NAME (S) OF SELLER (117£ OR PRINTED) SIGNATURE (S) (IN IMOD, maws FOR ahownstsarp. ALL MUST sICN.) TITLE (TYPED CR ?Ruffin) Raytheon Travel Air Company Terry L. Carr ' 'GC.__ Sr. Contracts Manager A CK.I4 OW LEDGEMOT (NOT REQUIRED FOR PUR➢6SESOF FAA RECORDING: HOWEVER, MAY BE REOUIRED BY LOCAL LAW FOR VAtinrn, or "rim DAM nAren 1 •-e-714‘. o-tzj m e_ 162fc ORIGINAL: TO FAA SDNY_GM_027596t6 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246538 EFTA01331001 I hereby certify that I have compared the foregoing with the original and it is a true agrt orrect copy thereof. 67, _ cor...." 2 vy0:,v;;'411,0 A Ito y.-.0„. LO t tyd 22 83300. %a.: • • • C SDNY_GM_02759617 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246539 EFTA01331002 UNITED STATES OF AMERICA US DOMXTIMENT OF norms TATUM mow- AVIATION mDhqtliSlittymi AIRCRAFT RILLRFOLEO FOR AND IN CONSIDERATION OF s tk OTHER VALUABLE CONSIDERATIONS THE UNDERSIGNED OWNER(S) OF AN UNDIVIDED INTEREST IN THE LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N787TA AIRCRAFT MANUFACTURER & MODEL Raytheon Aircraft Company Beechjet 400A AIRCRAFT SERIAL No. RK-260 DOES THIS 31st DAY OF December 1999 HEREBY SELL GRANT. TRANSFER AND DELIVER ALL RIGHTS. TITLE, AND INTERESTS IN AND TO AN UNDIVIDED 6.26% INTEREST IN SUCH AIRCRAFT UNTO: 3 8EhTIFIED Copy TO BE RECORDED BY FAA P 2 2 9 4 0 L :MICE FRMSZTLY FORA. APPROVED OMB NO. 21300342 14 - Ct CI a A. A. NAME AND ADDRESS OF POINDUAL(F). GIVE UST NAME. MST NAME. AND mcolXS °MAL) Pilgrim Cove Air LLC 101 South Webb Road Wichita, KS 67207 imemedM §•;§70Pterest ADMINISTRATION DEALER CERTIFICATE PRIMER WARRANTSTHE-METH ASS AID AIR AND IN nye WHEREOF wE HAVE SET OUR HAND AND SEAL nns 31st DAY of December 1999 g SELLER _I NAME (S) Of SELLER (TM OR PRINTED) SIGNATURE (S) MI INK) (if IXECUTED FOR COOwNERMIW. ALL MUST scar TITLE (TYPED OR ITLYIED) Raytheon Travel Air Company Terry L. Carr lilt ll Sr. Contracts Manager FN.— .I (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER. MAY BE REODIRED BY LOCAL LAW FOR VALIDITY Arms mmys i immrr a-rj/29c-cycc ORIGINAL: TO FAA SDNY_GM_02759618 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246540 EFTA01331003 `/!4OWIlY.0 1.113 WOHV11O LO C L9 82 93.4 00. :0117:-". !;•?.? 1..IV'.:^• 7: . I hereby certify that I have compared the foregoing with the o iginal and it is a true correct copy thereof. 4C4-1-4‘. SDNY_GM_02759619 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246541 EFTA01331004 UHITED STATES OF AMERICA IAS DRAM'S:DEFOE TRANSPORTATI0rMEFSL anoOrmorRiesU AIRCRAFT Mit OF LE FOR AND IN CONSIDERATION OF S I & OTHER VALUABLE CONSIDERATIONS THE UNDERSIGNED OWNER(S) OF AN UNDIVIDED INTEREST IN THE LEGAL AND BENEFICIAL mu OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED ST/MS REGISTRATION NUMBER N787TA AIRCRAFT MANUFACTURER & MODEL Raytheon Aircraft Company Beechjet 400A AIRCRAFT SERIAL No. RK-260 PURCHASER DOES THIS 30th DAY OF December 1999 HEREBY SELL GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO AN UNDIVIDED 6.25% INTEREST IN SUCH AIRCRAFT UNTO: NAME AND ADDRESS OF immaDuAutt, OWE LIST NAME, FIRST NAML. AND /ADD(E MEDAL) Mark Styslinger 101 South Webb Road Wichita, KS 67207 3 ourrIFIED COPY TO BE RECORDED BY FAA P 2 2 9 3 9 Forum APPROVED OMR NO 21200342 I 3 - I CUML I ANCE RECORDED ifilt°H;6%An'thminlpt v‘- titiqugpIRATIOCINN on undivided 6.25% Interest DEALER CERTIFICATE MASER AND WARRANTS THE TITLE THEREOF. EXECUTORS, ADMINISTRATORS, AND ASSIG E AND EARLY TI IN TESTIMONY WHEREOF WE HAVE SET OUR HAND AND SEAL THIS 30th DAY OF December 1999 = /.7 i..ii co NAME IS) OF SELLER (TYPE OR PRIMED) SIGNATURE (S) ON INK) or =UMW FOR COOWNESONFP. ALL MUST SIGN.) TITLE (TYPED OR PRIMED) Raytheon Travel Air Company L. Carr e''''. .-- Terry it ei..) . /-C.,..— Sr. Contracts Manager ACICNOWISDGEMENT (NOT REQUIRED FOR PURPOSES OF 0 . HOWEVER. MAY BE REOUIRED BY LOCAL LAW FOR VAI MT/ nv nip rucrin Dann li ORIGINAL: TO FAA SDNY_Glvl_02759620 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246542 EFTA01331005 13 V1401.4 411Y.O. ),y10VL4OH/11.0 LO E WY 2Z GB 00. I hereby certify that I have compared the foregoing with therinal and it is a true ai correct copy thered / 6 /at-it_ SDNY_GM_02759621 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246543 EFTA01331006 LOOSED STATES OF AMERICA US DEPARTIAIDAT OF DIANsroRTATtisrEDKAL A AIRCRAFTBILLOF SALligr an " FOR AND IN CONSIDERATION OF S 1 & OTHER VALUABLE CONSIDERATIONS THE UNDERSIGNED OWNER(S) OF AN UNDIVIDED INTEREST IN THE LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N787TA AIRCRAFT MANUFACTURER d MODEL Raytheon Aircraft Company Beechjet 400A AIRCRAFT SERIAL No. RK-260 DOES THIS 30th DAY OF December 1999 HEREBY SELL GRANT, TRANSFER AND DELIVER ALL RIGHTS. TITLE. AND INTERESTS IN AND TO AN UNDIVIDED 6.25% INTEREST IN SUCH AIRCRAFT UNTO: 3 3 3 CERTIFIED COPY ic,2 _ TO BE RECORDED BY FAA P 2 2 9 3 8 FOR F kis FORA, APPROVED Ova NO 21200012 ra cS cS A. A. NAME AND ADDRESS INOWIDVAL(S). WYE LAST NAME. FIRST NAME. AND MIDDLE INTRA- I Magbri, LLC 101 South Webb Road Wichita, KS 67207 to &slams 40 am its p\-- an undivigle .6..36. 4"MT:rat PATRON DEALER CERTIFICATE HUNGER AND T C,C AK/ .S 4,14(44mottsrAla6443441.11.44616; AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER. AND WARRANTS THE E INTESTIMONY WHEREOF WE HAVE SET OUR HAND AND SEAL THIS 30th DAY OF December 1999 NAME (S) OF SELLER (TOE OR MINTED) SIGNATURE (S) (IN DOC) (IF memo, FOR CO-OWNEASIID. AU. MUST SIGN.) TITLE (TYPED OR PRINTED) Raytheon Travel Air Company .....--•-• Terry L. Carr tr 4._ Sr. Contracts Manager ACKINOWLEDGEMENT MOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER_ MAY BE REOUIRED BY I Ai RAW FOR VALIDITY no tux mini PARNT \ ORIGINAL: f.CYFAA SDNY_GIvl _02759622 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246544 EFTA01331007 VI-10W11 A143 T.4014'41NO I hereby certify that I have compared the foregoing with the o inal and it is a true correct copy thereof. LO 8 bP3 82 01400. 1:13 j • •' " SDNY_GM_02759623 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246545 EFTA01331008 UNITED STATES OF AMERICA US DDARTFONT OF ITIANSPORTMI Arac-RAFT %LEM tratir vir FOR AND IN CONSIDERATION OF S I & OTHER VALUABLE CONSIDERATIONS THE UNDERSIGNED OWNER(S) OF AN UNDIVIDED INTEREST IN THE LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N787TA AIRCRAFT MANUFACTURER .1 DEL Raytheon Aircraft Company Beechjet 400A AIRCRAFT SERIAL No. RK-260 Lo n. n. DOES THIS 29th DAY OF December 1999 HEREBY SELL GRANT. TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO AN UNDIVIDED 6.25% INTEREST IN SUCH AIRCRAFT UNTO: NAME AND ADDRESS OF INDIVEDWSD), OWE LAST NAM. MST MANS AND MICOLE INITIAL/ East Penn Manufacturing Co., Inc. 101 South Webb Road Wichita, KS 67207 3 3 4 CERTIFIED COPY TO BE RECORDED BY FAA P 2 2 9 3 7 FORM APPROVED OMB NO EI200S42 11 - CONVEYANCE RECORDED corm MIN in Tad. FOR FAA USE ONLY Oa MAR H 8 40 Am ISWINING)/ I A I ION aD undividtek etS.:SVoraiettest DEALER CERTIFICATE NUMBER AND T / 19thetITORE7ADMR1MIFIAWOR6. AND ASSIGNS TO HAVE AND TO HOLD SEWULAFtLY DIE SAW WARRANTSTHE THEME vER. IN TESTIMONY WHEREOF WE HAVE SET OUR HAND AND SEAL THIS 29th DAY OF December 1999 SELLER NAME (S) OF SELLER (FOE OR PRIMED) SIGNATURE (S) (IN ROOM EXECUTED FOR CO.OWATAWMP.ALL MUST MVO TITLE (TYPED OR ?maw) Raytheon Travel Air Company /-''.---'- / Terry L. Carr .....f y e...-- Cr..,_ Sr. Contracts Manager Aci(NOWLEDGEM ENT (NOT REQUIRED FOR PURPOSES OF AA RECORDO G: HOWEVER. MAY BE REQUIRED BY ulcu. TAw FOR Vat mm OF "Mr Zuni Ducar. ORIGINAL: TO FAA fife ayn( SONY_GM_02 759624 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246546 EFTA01331009 11 V1-tOtIV1 V0.. 1•!13 s:11011V 1 A 0 Lo C ut4 sz , "". I hereby certify that I have compared the foregoing with thyiginali and it is a true a correct copy thereof. i ciersiL • t • • r tS10.1. 3 ;:ni. • , • c 1,11 ••• ‘r • • SDNY_GM_02759625 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246547 EFTA01331010 UNITED STATES OF AMERICA US. DEPARTMENT OF 11UVISPORTATIONMOVOt AVIgepON AIRCRAFT BITiL OF SATE fr aT ATI 0 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: UNIT ED STATES REGISTRATION NUMBER N787TA AIRCRAFT MANUFACTURER E MODEL Raytheon Aircraft Company Beechjet 400A AIRCRAFT SERIAL No. RK-260 DOES THIS 29th DAY OF December 1999 HEREBY SELL GRANT, TRANSFER AND DELIVER All RIGHTS, TITLE. AND INTERESTS IN AND TO AN UNDIVIDED 6.25% INTEREST IN SUCH AIRCRAFT UNTO: FORM APPROVED OMO NO SINKS'£ 3 oEfITIFIED COPY 10 TO BE RECORDED BY FAA P 2 2 9 3 6 CONVEYANCL RECORDED Do Not VIM TIPS Me* FOR FAA USE ONLY CO PURCHASER NAME AND ADDRESS OF INDIVIDWQS). On LAST NAME. FIRST NAME AND moots emiAL) FC Corporate Air Travel. Inc. 101 South Webb Road Wichita, KS 67207 Pillfi 8 8 40 AM It O -C OWNING an undivided THIN r!oN DEALER CERTIFICATE NUMBER AND MAC CESOOYS , AND ASSIGNS TO WARRANTS mit EXAMADRI:ADArtarnorfaRB HIFISOF REVEL AND ATTESTOR/NY WHEREOF WE HAVE snout aurviarn SEAL bus 29th DAY OP December 1999 a SELLER NAME (S) OF SELLER (TYPE OR PAINTED) SIGNATURE (S) ON CCM OF EXECUTED FOR CO-OWNERSHIP, ALL MUST SIGN TITLE (TYPED OR PRINTED) Raytheon Travel Air Company """'"..--.----- , Terry L. Carr 7,-- Z..--- ____ Sr. Contracts Manager (NOT REQUIRED FOR PURPOSES OF FAA 0: HOWEVER. MAT BE REOuinED BY LOCAL LAW FOR VAI iniTv inF Tim rucnn rusur 1 O-ri rifierc, oRIGINAL: TO PICA SDNY_Glvl_02759626 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246548 EFTA01331011 10 V11041 T.19, Al.:3 VI.:014%; O.0 Los 1119 132 83i 00. I hereby certify that I have compared the foregoing with the or' inal and it is a true anglorrect copy thereof. • .1•.t... SDNY_GM_02759627 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246549 EFTA01331012 UNITED STATES OF AMERICA US DEPARTMENT Of TILANSPORTA,DON WERAhAVIARON AIRCRAFTGBIES OSS ALFAS u 1J 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 STAI ES REGISTRATION NUMBER N787TA AIRCRAFT MANUFACT URER /I MODEL Raytheon Aircraft Company Beechjet 400A AIRCRAFT SERIAL No. RK-260 IM DOES THIS 27th DAY OF December 1999 HEREBY SELL GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO AN UNDIVIDED 6.25% INTEREST IN SUCH AIRCRAFT UNTO: NAME AND ADDRESS DonixwAL(S).GrvE tan //ma FIST NAME, AND MIPOLE INMAL) MAKA of Turtleland L.L.C. 101 South Webb Road Wichita, KS 67207 3 8 CERTIFIED COI: TO BE RECORDED BY FA. p22935 Kau APPROVED OMB NO 2120-0012 1-I 00ft'VLYANCL RECORDED Oa NO MA kills PP 01 t,JV FOR Fet Ulf Ottftio AN ice OVVMDKG • - tv HON an undivided 6f2glik:iii:resATtiON DEALERCERTIFICATE NUMBER WARRANTS THE TITLE AND )OLDS ALACRAFT FOREVER. AND IN TESTIMONY WHEREOF WE HAVE SET OUR HAND AND SEAL THIS 27th DAY OF December 1999 CC Ca1 ean NAME (S) OF SELLER (TYPE OA MINIM) SIGNATURE ($) (Ls INK) (TF EXECUTED FOR CO-OwNOUurf. ALL MUST SIGN.) TITLE (TYPED OR ?ANTED) Raytheon Travel Air Company Ter L. Carr I-- Sr. Contracts Man er ACIGIOWLEDGEMEN i (NOT REQUIRED FOR PURPOSES OF Cr HOWEVER, MAY BE REOUIRED BY LOCAL LAW FOR VALIDITY or THE INWRI lunar N can, ORIGINAL: TO Sir Me-a../ag SDNY_GM_EGT59628 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246550 EFTA01331013 Vt-WHil):0 A 1 13 VI-10HV1):0 LO C WO 82 9E 00, I hereby certify that I have compared the foregoing with itl triginal and it is a true correct 4I copy thereof. d_flakte-t_ /Pl -rt-• SDNY_GM_02759629 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0024655I EFTA01331014 UNITED STATES OF AMERICA U.S. DEPARTMENT OF IlLAY4StORTATION FEDIJIAI-,AVIAMON Anil) AIRCRAFTIBILM CIELSAI.41 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: UNI I ED STATES REGISTRATION NUMBER N 787TA AIRCRAFT MANUFACTURER & MODEL Raytheon Aircraft Company Beechjet 400A AIRCRAFT SERIAL No. RK-260 PURCHASER DOES THIS 20th DAY OF December 1999 HEREBY SELL GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO AN UNDBADED 6.25% INTEREST IN SUCH AIRCRAFT UNTO: NAME AND ADDRESS (IT INIXVIDUAL(S). GIVE LAST NAMP. FIRST NAME AND MIDDLE omiAL) Wrier° L.LC. 101 South Webb Road Wichita, KS 67201 3 tERTIFIED COPY TO BE RECORDED BY BAH P 2 2 9 3 4 CO4VEYANCE POZZEITLY FORM APPROVED OMB NO. 21200342 Mt6vOrsakirpo AM 4 O-\-- an tiadividat4.4.?i5Vapigftest ADM Pt sTft AT ION DEALER CERTIFICATE SUNDER AND it .)CA CCASSoTs. WARRANTS THE TITLE THEREOF. IsteetrrordtveStlitelbVIIII46, AND ASSIGNS TO NAVE AND TO HOLD SINGULARLY ME SAID AIRCRAFT FOREVER. AND IN TESTIMONY WHEREOF WE HAVE SET OUR HAND AND SEAL THIS 20th DAY OF December 1999 SELLER I NAME (Si OF SELLER (TYPE OR PAINTED) SIGNATURE (S) (IN um OF EXECUTED FOR CO.OWNERSIII.P. ALL MUST SIGH.) -..- TITLE (MID OR PAINTED) Raytheon Travel Air Company e••••..........'- Terry L. Carr /,p e.— C. 6,.. Sr. Contracts Manager AC rOWLEDGEMENI (NOT REQUIRED FOR PURPOSES OF FAA REG BD . HOWEvER. MAY BE REOULKED BY LOCAL LAW FOR VALIDITY OF THE mitni i imPin" % C ORIGINAL: TO FAA•-z SDNY_Gtvl_02759630 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246552 EFTA01331015 I hereby certify that I have compared the foregoing with the or final and it is a true aA correct copy therecte rcearpt V• Al koHv 1,zo trwerivflo LO C WY 82 C33 00, 44--"Micily:•tsir7::14". • SDNY_Givl_02759631 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246553 EFTA01331016 UNITED STATES OF AMERI la DEPARTMENT Or 11MOISPORTATIOrEA AtItergil AIRCRAFT B L OF SA E FOR AND IN CONSIDERATION OF S I & OTHER VALUABLE CONSIDERATIONS THE UNDERSIGNED OWNERS) OF AN UNDIVIDED INTEREST IN THE LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N787TA AIRCRAFT MANUFACTURER 8 MODEL Raytheon Aircraft Company Beechjet 400A AIRCRAFT SERIAL No. RK-260 ce Liz U U a. a. DOES THIS 16th DAY OF December 1999 HEREBY SELL GRANT, TRANSFER AND DELIVER AU. RIGHTS TITLE. AND INTERESTS IN AND TO AN UNDMDED 6.25% INTEREST IN SUCH AIRCRAFT UNTO: NAME AND ADDRESS RE WM VIDUALta. GIVE LAST NAME. FIRST NAME AND MCDDLEINTRALT Bloomfield Investment Company. L.L.C. 101 South Webb Road Wichita, KS 67201 CERTIFIED OOP( TO BE RECORDED BY C` P 2 2 9 3 3 FORM APPROVED OMIT ND 21200:42 7-1 CONN ECO :L: RDED 0%CE R Do Nal Wen In lin se Me FOR F4AM.ISR O WNIO aH l ed ATION LIP° STKATION an undivided 6.25% Interest DEALER CalIFICATE NUMBER ANOTh I, 5 ›Gic.c..c.> WARRANTS THE 'TILE THEREOF. “areetrressnkessewfuowee. AND ASSIGNS TO HAVE AND to HOLD SINGULARLY SAID AIRCRAFr FOREVEILA IN TESTIMONY WHEREOF WE HAVE SET OUR HAND AND SEAL THIS 16th DAY OF December 1999 gli SELLER NAME (S) OF SELLER ITYPE OR PRIMED/ SIGNATURE IM OR DOO (IF riannto FOR COORMERSHIP. ALL All/ST SIGN TITLE OYPED OR MIMED/ Raytheon Travel Air Company Terry L. Carr 4 4 Sr. Contracts Manager (NOT REQUIRED FOR PURPOSES OF RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRIIMENT 1 C°4 V ffi Chdli te ORIGINAL: TO FAA SDNY_GM_02 759632 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246554 EFTA01331017 V14011;1::0 A113 Vi.:0H11:.:0 10 C W8 82 93J 00. rel I 1 Z' .LS:Co”.! V V2 CLI4 I hereby certify that I have compared the foregoing with tlypitrfoinal and it is a true correct copy thereof s ( SDNY_GM_02759633 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246555 EFTA01331018 UNITED STATES t fig?, VS DEPART/On OF TRANSPORTATION VITJ)/1.43yrmer 1An AIRCRAFT BI LO SA FOR AND IN CONSIDERATION OF S I & OTHER VALUABLE CONSIDERATIONS THE UNDERSIGNED OWNER(S) OF AN UNDIVIDED INTEREST IN THE LEGAL AND BENEFICIAL TTtLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: NI TED STATES 0 REGISTRATION NUMBER N787TA AIRCRAFT MANUFACTURER & MODEL Raytheon Aircraft Company Beechjet 400A AIRCRAFT SERIAL No. RK-260 CG U CC o. DOES THIS 15th DAY OF December 1999 HEREBY SELL GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO AN UNDIVIDED 6.25% INTEREST IN SUCH AIRCRAFT UNTO: NAME AND ADDRESS INDIVIOLIAL0). GIVE EA.." NAME. FIRST runtANDmoots INITIAL) Fly Away LLC 101 South Webb Road Wichita, KS 67201 CERTIFIED COPY TO BE RECORDED BY FAA P 2 Z 9 3 2 FORM APPROVED OMS NO 21204042 In -I CGMLYRICE RECORDED Do 1404 Vats Mins Elba 0° "PAVItusTOYAm rr" OWNING.. W:A I ION an undivideat25Voltniggi DE•LERCEFtTD1CATE NUMBER AND 'It WARRANTS TTILEMEOF. St' • ASSIGNS TO NAVE AND TO HOLD SINGULARLY TIM SAID AIRCRAFT FOREVER. AND IN nsmotrt WHEREOF we HAVE srrous HAND AND SEAL nus 15th DAY OF December 1999 SELLER NAMES) OF SELLER (TYPE OR PRINTED) SIGNATURE (S) ON 'MOOT EXtaTt1) FOR COOWNERSHIP, ALL MUST SIGN.) TITLE (TYPED OR MUMED) Raytheon Travel Air Company e ....".-'....--. Terry L. Carr *,.. .6it_ ....... Sr. Contracts Manager AcRN LE (NOT REQWRSD FOR PURPOSES Of FAA REC RDING: HO VER. MAY BE FtEOUIRED BY LOCAL LAW FOR 'witInv - OF THE Magni p.4 Fur f GOA._ ORIGINAL: TO FAA ce:71,e12_, SONY_GM_02 759634 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246556 EFTA01331019 Alla V}ION71::0 I hereby certify that I have compared the foregoing with the 9 and itis a true a correct copy thereof. et.pre-ct LO E WY 8Z 03.4 00. I V nSI:21UV:CM $._ . . (ink; SDNY_GM_02759635 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246557 EFTA01331020 us tiernea OF IliANSPORTAtion WIRED STATESZ: = CA A4 4 ei 0 AIRCRAFT BILL OF SALE fingnillnn0 FOR AND IN CONSIDERATION OF S I BOTHER VALUABLE CONSIDERATIONS THE UNDERSIGNED OWNER(S) OF AN UNDIVIDED INTEREST IN THE LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STAl ES REGISTRATION NUMBER N787TA AIRCRAFT MANUFACTURER 8 MODEL Raytheon Aircraft Company Beechjet 460A AIRCRAFT SERIAL No. RK-260 DOES THIS 31st DAY OF October 1999 HEREBY SELL GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO AN UNDIVIDED 6.25% INTEREST IN SUCH AIRCRAFT UNTO: CERTIFIED COPY TO BE RECOROE@ BNFZIA3 CONVEYANCE RECORDED MAN 8 8 40 AN iifft ft.'. • hricH ct, I. >ThATIoN Do No YAM* kl Ow Nock FOR FAA USE ONLY FOPM,PMItmeD MGM 21.104:00 C-I {a U s. s. NAME AND ADDRESS or ecnvouAL(S).GIVE LAST NAME, rout rouse, Aso MIDDLE NITIAL) OWNING an undivided 6.25% Interest Ferbert, LLC 101 South Webb Road Wichita, KS 67207 DEALER CERTIFICATE NUMBER WARRANTS THE DUCG THEREOF. AND ASSIG HOLD ItTHE SA RA FTF A DI TESTIMONY WHEREOF WE HAVE SETOUR HAND AND SEAL THIS 31 St DAY OF October 1999 > n SELLER i NAME (S) OF SELLER 819E OR MIMEO) SIGNATURE (S) (Li INN) OF FARMED FOR CO-OWNOLSUW. ALL MUST SIGN.) TITLE (TYPED OR PRINTED) Raytheon Travel Air Company .....................-.) Teny L Carr i r, „ at-- e-- Sr. Contracts Manager (NOT REQUIRED FOR PURPOSES OF CO . HOWEVER, MAY BE REOUIRED BY LOCAL LAW FOR VALIDITY OF THE IMSTRI TAMMY % cd4h. O-ta, A lCa l eC ORIGINAL: TO FAA SDNY_GM_02759636 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246558 EFTA01331021 A113 10!1711:0 V 1 MO LO C WO 8Z 833 00. rlr . ..... .; I hereby certify that I have compared the foregoing with the or' :nal and it is a true an orrect ()spy thereof. .7 F SDNY_GM_02759637 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246559 EFTA01331022 FILINqqqn FOAM APPFICMED 0 0 0 1 " r 424 UWE) Fran OF MEItICA OfEWITRIENT OPTSVOISPOPOOKN4 ; Ennui MOWN AbliNSTIPATI0IMea NOINICOEV Mean. NRCITAFT REGISTRaTION aPPUOIMOR CERL ISSUE DATE WM> LI REGISTRIMONStanHINSON II 7/37Tht I F I MRCP/SFr MANUFACIURER 4 ROOM Ra theon Aircraft Co 400A VIM DEC 2 9 1999 P~FTSERIAL No. RK-260 FOR FAA USE OW TYPE OP FIEGATIPAIlOR (Crack ate Pup 0 I. In:SW:Wel 0 2. PannorsnO>g a Gorparaton O 4. Co-owner 0 5 Govt EI.WW4.12.1 NAME OF APPuCART (Pencn(0 Roan al SOWN. of owNWO a WSW/WI. OW let writ WA WW. M "0.4 in-s9 0 Raytheon Travel Air Carpany TELEPHONE MAWR: ( 3 16 ) 676-8056 ADDRESS (Porma-enl eneep *Sim IN M NS Mod) Nolte Ord (rat 101 S. Webb Rd. Rum, Pons PA. Oar Cm Wichita EWE Kansas Zan COOS 67206 O CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENFONI Read the following tatement before signing this application. This portion MUST be completed. A lag o et thlicnce4 inemn t o an/ quoston o VA eppI.C.V1On nay te gates tor puritemert by Ono anO/or orptonneel (US. Coat. The is. Sec 10:4 • CERTIFICATION . (II a ape &Molt Is °e el by As oefonsiee leireenc re* a crime (AdeSng COIPCOSYIS) al to Unice Steles TT( may Ras ow rams c1 ROW S o - ROCK ONE AS APPROPMAII: ID Midst Men. MA elm I'Vele,001 (Fan 1151 or roan 1-SR) ma b. 0 A non<Men ArporaSon frOyintral Ltd Gana I:Wiled Lulad re lex, 1: 4 MOO see Ald erase lt MOM IMO private/ used In the DAM Sias flaccid, or NEM tows ate Mane IN Inspection al (2) 'Rol IN Noel It not nobsewS wider on laws el etee ke*it rowans end (3) Thal legs aide MI I ~flip le Needled re has been reed Nth AO ROOS Aaaton Adereenoce NATE: It ersocuRal for co-ownorralp all aapricaras ml. Mgr. UFO reverse see el Pommy. TYPE OR PRINT NAME BELOW 5/GRANITE EACR PART OF MIS APPLICATION MUST BE SIGNED N INK SICKAURE TA) . t o k00.4%.(S.P. .4924:43-ahe . t ME - Controller DATE ia.V/3,4q siommimowij. Wallisch A n 1111E RaNATURE TITLE OrOE NOTE Panto Roelof al to Conslato drama RintraanSak ELMmon* Net be /Neared tar a pater nal a masa SO diet Cap Sikh taw the MK eon cr no rotoustos mut be ANSA , * Poet AC Form SOMM(TS90) (0352-00426-9307) Supersedes Prehro Mon (4i1EAWN SDNY_GM_02759638 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00246560 EFTA01331023 if • • V140101NO Alto 111401.4V1!.!0 614. ST 030 66.. (WILY V t 11 IA ejlti" SONY_GM_02759639 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA 00246561 EFTA01331024 MID STATES OF AVER= an. MOONS 0 0 0 le atritly opitTIZZOADELIMMICtl MOINISTRATION. Ati 0 1 91 2 8 FOR AND IN CONSIDERATION OF S eye, THE UNDERSIGNED OWNERS) OF TN FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES. GREETED AS FOLLOWS: myna saris REGISTRATIONNU MBER II 787TH AIRCRAFT MANUFACTURER & MODEL Ravi-harp hi reraft- Cr annit AIRCRAFT SERIAL No. C TUT-2A0 DOES ..fl THIS /3 DAY OF 41.d.- Yen HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, VILE, AND INTEREST$C U IN AND TO SUCH AIRCRAFT UNTO: :•4:1 3-1 C29 PM 4 49 AVIAHON • • °°.FORIPArtnillis Slog ONLY 0. NAME AND ADDRESS (I) vsnrcvAch GI' MET mut netsT W.W. AnD UCCLE TICIW-.1 Raytheon Travel Air Co. 101 S. Webb Road Wichita, Ks 67206 DEALER CERTIFICATE NUMBER ma to its M0 ASSIGNS TO HAVE AND TO KID SINOULAWV THETIEVIORREVER. AND IWIEMeng. IN TESTIMCNY WHEREOF % HAVE SET OUr NAND AND SEAL MILS SELLER NAME (S) OF SELLER triwOOA PAWED) SIGNATURE (S) IPIIKKIIIF Wont roqcoomasaRtmortaTT seRi TITLE (TweoCANTKROT Raytheon Aircraft -73cci4c fc, Joan Stanton • ACKNOWLEDGMENT (NOT IIIHRHAID FOR PURPOIIIII OF FAA accOADIIIII: NOWITEIL EAT DE MOWER BY LOCAL LAW FOR VALIDITY OF THE 22222 tisteisT I 0a FA. ORluzNAL: TO FAA AC Fam SMOG tan (ESN E0S2.042E0OCEE SupsnoRTE PivAws Eaten I 5 DAVI:RAM 111:8 3 /4.5211L5 Soo APS/ gi CERTIFIED COPY TO BE RECORDED BY FAA SDNYGIvl_02759640 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246562 EFTA01331025 3' I hereby certify that I have compared the foregoing with the original and it is rue and correct VW0HV1)10 A 110 VIAOPEV1Y0 Sh Z Ud ST 330 66. NOII V U4S1031 • V VA 03-nd SDNY_GM_02759641 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246563 EFTA01331026 3-1 U.S. Department of Transportation Federal Aviation Administration December 10, 1999 Mr. Jan W. Gustafson Raytheon Aircraft Company PO Box 85 Wichita, Kansas 67201 Dear Mr. Gustafson: Flight Standards SeMce P.O. Box 25504 Civil Aviation Registry, AFS-700 Oklahoma City, Oklahoma 73125-0504 United States identification mark N787TA has been assigned to Raytheon Aircraft Company 400A, serial number RK-260, Mode S Transponder Code 52526061 as requested by you. This manufacturer's assignment of special registration number cannot be used as an authorization for a number change. If we may be of further assistance, please contact the Aircraft Registration Branch at (405) 954-4206. Sincerely, Paula S. Gabrish Legal Instruments Examiner Aircraft Registration Branch SDNYGivl_02759642 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246564 EFTA01331027 ,a. SDNY_GM_02759643 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246565 EFTA01331028 Raytheam 0 0 0 n 0 0 0 0 4 October 25, 1999 Civil Aviation Registry U.S. Department of Transportation Federal Aviation Administration P.O. Box 25504 Oklahoma City, OK 73125-0504 To whom it may concern: Raytheon Aircraft Company 9709 E. Central P.O. Box 85 Wkhlta, Kansas 67201-0D85 USA 6 DEC 1 0 1999 We have on reservation Special Registration Number N787TA. We would now like to have it assigned to a new airplane RAYTHEON Beechjet Model 400A Serial Number RK-260. Thank you for your assistance. Best regards, RAYTHEON AIRCRAFT COMPANY _Jan W. Gustafson Associate Manager - Factory Work Orders 316-676-8271 SDNY_GM_02759644 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246566 EFTA01331029 VNOHV7;l0 ALIO VH0HV7x0 " 9 WY Z RON 66. .13VZ13"/*# 121:1 0 31/. ' SDNY_GM_02759645 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246567 EFTA01331030