EFTA01329795

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-eivik•frip 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 l ability 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 ZIP. Casper WY 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•02 109499M 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•l OWL onmoi and Can 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 MT KEPT TITFTMIgnaY be maid Nnecessa next and add s) . 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 MT- ancran 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. 4•—•. 1.74 RK-260 DOES THIS lb DAY OF Seaatei 1/4 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 V1::01,1111';!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 OftGENA- TO 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. - GO C"""f 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. , ,Zuct4t- for 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 form original of this 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 will defend 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 3 1 73 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 of Debtor 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, or set 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 own name) 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 , vivoll v7:40 Ana ,:.,0, v73;„ sh Tr iu Sr iv,,,, a, '" 5102 uo Noui,e; 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* 0 I . 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 2 "S ale STATE. MN 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 9I sio21:11:3P 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 DES- CRIBED 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 State- SELLER 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 Cm A DT 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. 1 Please 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/[ADDRESS REDACTED] [PHONE REDACTED] 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 CO- 0 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 0[SSN REDACTED]003) 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 DT 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 N- number 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 ANY 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. A IT" a OM•m" m*" to tiny Oast" T` Oil els"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* Is b 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" 00 MAINE" 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 ( rtyr 3a122S-.. 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 NN 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 1011011111 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 near- est 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 iltsinotir 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 Oklahoma City. Ok 73179 4848 SW 38th Steal 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 Id Vi HEM 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 [ADDRESS REDACTED], 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 [ADDRESS REDACTED], 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 drop- down 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 and- application 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 0 ( f . 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. s • c zt 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 be corms 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 LL i, 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 ' I DAY 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 Roans- nos 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 modno1/4 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 PCE- J A0060 N852LX Raytheon Aircraft Company Model Hawker sow, Serial Number 258397, with 2 Oarrat 772731-5BR engines, serial numbers P- 107298 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 RK- 4 1 3, with 2 Pratt & Whitney Canada 1T1 5D engines, serial numbers PCE- IA0612 and PCE-M0613 N406LX Hach Model 400A, Said Noels RK-178, with 2 Pratt & Whitney Canada JIM-5 engines, serial numbers FCRIA0125 and PCB- 1A0124 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 RK- 230, with 2 Pratt & Whitney Canada /T1513-5 engines, serial numbers PCP-1A0228 and PCB-140227 114591-3( Raytheon Aircraft Company Model 400A, Serial Number RK- 365, with 2 Pratt & Whitney Canada rnm-s engines, serial sambas PCB-)A0511 and PCB-/A0510 N443LX Raytheon Aircraft Company Model 400A, Serial Number RK- 237, 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 PCE- M0128 N787T A, Raytheon Aitcraft Company Model 400A, Serial Number. RIC 260, with 2 Pratt & Whitney IT1513-5 engines, serial numbers PCE- 1A0287 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. s it, 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 novaenewreolstrallos or 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 N- number 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 yT 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 PCE- JA0060 N852LX Raytheon Aircraft Company Model Hawker 800XP, Serial Number 258397, with 2 Garrett TFE731-5BR engines, serial numbers P- 107298 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 RIC- 413, with 2 Pratt & Whitney Canada IT1 5D engines, serial numbers PCE- JA0612 and PCE-JA0613 N406LX Beech Model 400A, Serial Number RK-178, with 2 Pratt & Whitney Canada JT15D-5 engines, serial numbers PCE-JA0125 and PCE- JA0124 N417LX Raytheon Aircraft Company Model 400A. Serial Number RK- 230, with 2 Pratt & Whitney Canada JT15O-5 engines, serial numbers PCE-JA0228 and PCE-1A0227 N459LX Raytheon Aircraft Company Model 400A, Serial Number RK- 365, 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 RK- 237, 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 PCE- JA0128 N787TA Raytheon Aircraft Company Model 400A, Serial Number RK- 260, with 2 Pratt & Whitney IT15D-5 engines, serial numbers PCE- JA0287 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 RK- 234, with Pratt & Whitney JT15D-5 engines, Serial Numbers PCE- JA0238 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 BEEC Wit: 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. 7-0 10 -El 2- co IN THE DISTRICT COURT OF SHACKELFORD COUNTY, TEXAS 259111 JUDICIAL 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 PCE- JA0060 N852LX Raytheon Aircraft Company Model Hawker 800XP, Serial Number 258397, with 2 Garrett TFE731-5BR engines, serial numbers P- 107298 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 RK- 413, with 2 Pratt & Whitney Canada IT15D engines, serial numbers PCE- JA0612 and PCE-JA0613 N406LX Beech Model 400A, Serial Number RK-178, with 2 Pratt & Whitney Canada JT1513-5 engines, serial numbers PCE-JA0125 and PCE- JA0124 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 RK- 230, with 2 Pratt & Whitney Canada JT15D-5 engines, serial numbers PCE-JA0228 and PCFAA0227 N459LX Raytheon Aircraft Company Model 400A, Serial Number RK- 365, with 2 Pratt & Whitney Canada JTI5D-5 engines, serial numbers PCE-JA0511 and PCE-JA0510 N443LX Raytheon Aircraft Company Model 400A, Serial Number RK- 237, 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 PCE- JA0128 N787TA Raytheon Aircraft Company Model 400A, Serial Number RIC- 260, with 2 Pratt & Whitney JTI5D-5 engines, serial numbers PCE- JA0287 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 RK- 234, with Pratt & Whitney JT15D-5 engines, Serial Numbers PCE- JA0238 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 F201111.0 E‘ D I: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 [email protected] 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, post- CWDOCS 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 [email protected] 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 Practices- Consumer 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 PCE- JA0060 N852LX Raytheon Aircraft Company Model Hawker 800XP, Serial Number 258397, with 2 Garrett TFE731-513R engines, serial numbers P- 107298 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 RK- 413, with 2 Pratt & Whitney Canada JT15O engines, serial numbers PCE- JA0612 and PCE-JA0613 N406LX Beech Model 400A, Serial Number RK-178, with 2 Pratt & Whitney Canada JT1513-5 engines, serial numbers PCE-JA0125 and PCE- JA0124 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 RK- 230, with 2 Pratt & Whitney Canada JT15D-5 engines, serial numbers PCE-JA0228 and PCE-JA0227 N459LX Raytheon Aircraft Company Model 400A, Serial Number RK- 365, with 2 Pratt & Whitney Canada ITI5D-5 engines, serial numbers PCE-JA0511 and PCE-JA051 0 N443LX Raytheon Aircraft Company Model 400A, Serial Number RK- 237, 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 PCE- JA0128 N787TA Raytheon Aircraft Company Model 400k Serial Number RK- 260, with 2 Pratt & Whitney JT15D-5 engines, serial numbers PCE- JA0287 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 RK- 234, with Pratt & Whitney JT I5D-5 engines, Serial Numbers PCE- JA0238 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 259111JUDICIAL 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 [email protected] 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 ►idh r 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 ANY 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 00 a a° 13-1O 3 CERGIR 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 7 di ≥, 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/[ADDRESS REDACTED]ates 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 DES- CRIBED 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-IN- FACT 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• ca d. 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 to SKSINAL rho • • cam intluddis comoolo•I w so'dear•d 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 Not Write In Block Do 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 DES- CRIBED 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-IN- FACT 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 831 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 DES- CRIBED 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-IN- FACT 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 Wri This Do Not 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 DES- CRIBED 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-IN- FACT 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 to Inas Do 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 DES- CRIBED 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-IN- FACT 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 r81a 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.a- SDNY_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 de- registration 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 C3I[PHONE REDACTED]-4.[PHONE REDACTED] 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 IS IS 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* SOO. 6X Arial awns Moo ear.) COMINFont 701 myttorra mix I 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 before this statement signing 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 De leaare — . 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. Mine- mu 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 In Do 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 DES- CRIBED 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-IN- FACT 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 Not In This FOR Do FWnte 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 DES- CRIBED 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-IN- FACT 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 ff TRAMPIIIMMII BERM MIMI MM IRMIIMII AIRCRAFT BILL OF SALE Write In This Do 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 DES- CRIBED 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-IN- FACT 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 * Block Do 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 DES- CRIBED 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-IN- FACT 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 op 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_ af4.„,,,,Ns 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 - In - for Air Ghislaine Inc. Piet dares P. Miller norm TRUI SCE IC Pena, O Po Canlic•• 0 Ann. INegiolon. Pr eat my a epsoilO Is • pogo ealnilleited 10 MAO 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 A MA VMS P. 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 This Do 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 DES- CRIBED 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-IN- CAPITAL 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 3 COLLATERAL 0 Raytheon Aircraft Company Model 400A Manufacturer's Serial No. RR-260 Registration No. N787TA a Engine Make and Model Pratt & 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 Narn Name. 1°A Arat- /4,44,"/ BY: AF472(Nisiim/ BY 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 Admin- istrative 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 rni ar Ann 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/ OC See 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 44143 Ri1JNIniJ Heights 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 Block Not W In This ONLY 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 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-IN- FACT 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 yr 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 30 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 Plisall" P C. I. IntlYcluld O 2. Powoniip ID 3. GO/POIOTO0 BI cowry CEA GOA 'OILoM 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% filltSee Attachreit ctik3/4.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 ad 716feraitriglirfght 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 TITLI acting•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 DES- CRIBED 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-IN- FACT 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 Int Rao PAWN pp.. 0, Reno 0 Lent, 11 sees. rii NO en FeRF. Rd 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 Rd t So Nimbi. 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 " " " SZLIZ " tiga441 4.70C7 1 ttrAVI itCsl" 'TA InTOofion TO . . 1 , . , 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 Seer. 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 Oto Coa4:06 S Faddi Ralsomice. OS Sail bo • rot io 0 20 Now al Roy Apia! • NNW ROHN 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-IN- FACT 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 41104 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 noisiztv. ammo. orowancl ed tong baron ale Int Ion d ISOM lapare .'7,'.....=611112f1220‘42118tVEM Tiff ,11V44f41" "' (2) Timt R. Nero • Aol troastia0 fie Ms Torollt tont tod• *I rot 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 of Flight Opticns, LLC of 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 MO Irokinron. Ih0 Trona be keep"). Ad In TO of mid O.0/00 enrol of 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 LIV8381 gi ,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 Tins oo Na Wine In 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 DES- CRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N 787TA AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-260 DOES THIS il m DAY 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 usehs Block FOR FAA ONLY FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNERS) 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 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, and 2758.349 17 EFTA_0024577/ EFTA01330234 TORN all) CAM No 21200342 IMMO STATES Of a DEPARTIEENT 00 TRANSPORTATION rani SYS AosoiTionnel ANKIIIIANCAL in NOINCINET AIRCRAFT REGISTRATION APPLOTOON CERT ISSUE DATE UNITED STAPES perwrnsAnOr truuSER Pi 7R7TA I AM WAY IAANUFACIUTAER • NOO6 RA m , I' AC No 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 sar ctla kwyrairjnind S slid into US Sios nae. H.6500 rode.4 alt. - 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 - Irt aFitt 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 Fan IOW MOM 100200-601-9007) SDNY_GM_02758850 pp 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 aPPliCabOn- SDNY_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 DES- CRIBED AS FOLLOWS: . UNITED STATES REGISTRATION NUMBER N 787TA AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-260 DOES THIS A m DAY 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 'is liveroury _ 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/[ADDRESS REDACTED]ates 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. A- EFTA 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. 4414, a /....<-?e - By: kik>, +tiff By 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 OO 1 '; -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. Airrraft Frapary 4110% Amaathonn 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. tee 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 for Air Ghislaine m , Inc. Bruce Boyle 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 Lte- Signatures: 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 DES- CRIBED 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-IN- FACT 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 Illit See 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 [truncated]