Fractional Interest The 12.50% undivided interest in and to the Airframe and Engines conveyed to Flight Options, LLC from Plastipak Packaeine. Inc. on 04/29/2009 and filed with the FAA on 04/29/2009and The 6.25% undivided interest in and to the Airframe and Engines conveyed to Flight Options, LLC from Elvton Properties. LLP on 03/31/2009 and filed with the FAA on 05/01/2009 and The 6.25% undivided interest in and to the Airframe and Engines conveyed to Flight Options, LLC from Grand/Sakwa Transportation, LLC on 05/01/2009 and filed with the FAA on 05/01/2009and The 6.25% undivided interest in and to the Airframe and Engines conveyed to Flight Options, LLC from John P. Haves on 05/01/2009 and filed with the FAA on 05/01/09and The 6.25% undivided interest in and to the Airframe and Engines conveyed to Flight Options, LLC from Air Ghislaint. Inc. on 05/01/2009 and filed with the FAA on 05/01/2009 (collectively the "Fractional Interest"). The Mortgage as supplemented by this Mortgage Supplement now encumbers a total 100% fractional interest in the Airframe and Engines. International Interests registered on the International Registry in connection with this Mortgage Supplement are evidenced by File Numbers 347693, 347695 and 347697. I-NY/16996M.2 2 SDNY_GM_02758710 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245632 EFTA01330095
sh r „, 14 e NO12 et? V Vd i sir;O:4 • fft 03 77j:ii V • SDNY_GM_02758711 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245633 EFTA01330096
DOCUMENT LEVEL ANNOTATIONS orig retd to iats doc id 8530 7/27/09 see conveyance # SS002341 doc id (1611 pg1) SDNY_GM_02758712 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245634 EFTA01330097
SONY_GM_02758713 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245635 EFTA01330098
U.S. DEPARTMENT OF TRANSPORTATION FE Iv R M. AVIATION ADMINISTRAllON CROSS-REFERENCE—RECORDATION RECORDED CONVEYANCE FILED IN: \NUM: 4t7L\ 3ERIALNUM: RR-230 MFR: MOD RAYTHEON AIRCRAFT COMPANY EL: 400A AIR CARRIER: This form is to be used in cases where a conveyance cowrs scroll aircraft and engines, propellers, or locations. File original of this fort with the recorded conveyance and a copy in each aircraft folder involved. TYPE OF CONVEYANCE AMENDMENT TWO TO PROMISSORY NOTE AND SECURITY AGREEMENT (T068844 COOS PAGE I) DATE EXECUTED 4/29M9 FROM PLASTIPAK PACKAGING INC DOCUMENT NO. DT002456 TO OR ASSIGNED TO BANK OF AMERICA NA DATE RECORDED MAY 07, 2009 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: Total Aircraft: i Total Engines: 2 Total Props: Total Spare Parts: N477FL N4 I7LX N787TA P & W JTISD-5 PCE-JA0227 P &WIT I5D-5 PCE-3A0228 P&W C JTI 5D-5 PCEJA0287 P&W C JTI5D-5 PCE-JA029I P&W C JTI 5D-5 PCE-JAOSM P&W C JTISD-5 PCE-JA0535 RELEASED AIRCRAFT ARE N417LX AND N7STIA RELEASED ENGINES ARE PW&C JTISD-5 SERIAL NUMBERS PCE-JA0228 & PCE-JA0227 & PCE-JA0287 & PCE-JA029I AES-750-23R (02/08) SDNY_GM_02758714 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245636 EFTA01330099
SDNY_GM_02758715 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245637 EFTA01330100
(AMENDMENT TWO (21 TO PROMISSORY NOTE AND SECURITY AGREEMENT On this 41) day of ,e,7 , 2009, this Amendment Two (2) to Promissory Note and Security Agreement (the "Amendment") is made and entered into by and between Bank of America, N.A., a national banking association, as Administrative Agent ("BOA"), and Plastipak Packaging, Inc. ("Debtor"). WITNESSETH: WHEREAS, Debtor entered into a Promissory Note ("Note"), dated December 13, 2001, in favor of Raytheon Aircraft Credit Corporation ("RACC") in the original principal amount of Six Hundred Seventy Five Thousand and 00/100 United States Dollars (U.S. $675,000.00), in connection with the financing of that certain Raytheon Aircraft Company model 400A aircraft bearing manufacturer's serial number RK-230, United States Registration No. N4I7LX (formerly known as N753TA), and two (2) Pratt & Whitney (also known as Pratt & Whitney Canada) model JTISD-5 aircraft engines bearing manufacturer's serial numbers PCE-JA0228 and PCE-JA0227 (collectively the "Collateral"); WHEREAS, Debtor executed that certain Security Agreement dated December 13, 2001 in favor of RACC to secure payment of the indebtedness of the Note, as assigned by RACC to Raytheon Aircraft Receivables Corporation ("RARC") by the FAA Assignment dated December 13, 2001, and further assigned by RARC to Bank of America, National Association, as Administrative Agent by the FAA Assignment dated December 13, 2001, collectively recorded by the Federal Aviation Administration ("FAA") on February 13, 2002, as Conveyance No. T068844 (the "Security Agreement") covering the Collateral; WHEREAS, pursuant to FAA Assignment, dated September 22, 2003, the Security Agreement was assigned by BOA, as Administrative Agent under the Fourth Amended and Restated Purchase and Sale Agreement to RARC, further assigned to General Aviation Receivables Corporation ("GARC"), and further assigned to BOA, as Administrative Agent under the Fifth Amended and Restated Purchase and Sale Agreement, dated as of September I, 2003, recorded by the FAA on November 8, 2003, as Conveyance No. VV020384 ("Assignment"); and WHEREAS, Debtor and BOA further amended the Note and Security Agreement, as assigned, by that certain Amendment to Promissory Notc and Security Agreement dated as of May 13, 2008, as recorded by the FAA on July 7, 2008 as Conveyance No. WH000530 ("Amendment One"). Amendment One replaced the Collateral with new collateral described as an undivided 12.5% interest in that certain Raytheon Aircraft Company model 400A, Serial Number RK-260, Registration Number N787TA, and two Pratt & Whitney Canada model JTISD-5, Serial Numbers PCE-JA0287 and PCE-JA029 I (collectively the "Replacement Collateral"). WHEREAS, Debtor wishes, and BOA agrees, to amend the Note, Security Agreement, Assignment, and Amendment One (hereinafter "Loan Documents") to replace the Replacement Collateral with new collateral and release the lien on the Replacement Collateral. NOW, THEREFORE, for and in consideration of the above recitals and the mutual promises, warranties, covenants, representations and agreements contained herein, and in the Loan 2%40 I hereby codify this lee true d exact- Y ori "nal. e e ice, Inc. 091191321025 $15.00 04/29/2009 SDNY_GM_02758716 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 0 8 a toto 8 0 O O O 0 EFTA_00245638 EFTA01330101
VW ot vim 0 °CI ` Idd 67 gal 8002 Alio vs, • finxo ilf) NOvIlvVin . litir:F4931131:9341V SDNY_GM_02758717 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245639 EFTA01330102
Documents, the receipt and sufficiency of which is hereby conclusively acknowledged, the parties agree as follows: I. Unless otherwise defined herein, the capitalized terms as used in this Amendment shall have the meaning assigned to them in the Loan Documents. 2. BOA hereby releases all of its right, title, and interest in and to the Replacement Collateral, and all references to the Replacement Collateral are amended as follows (collectively hereinafter referred to as the "New Collateral"): An undivided 12.5% interest in that certain Raytheon Aircraft Company model 400A, Serial Number RK-377, Registration Number N477FL, together with all other property used in the operation of the Aircraft or reflecting use or maintenance of the Aircraft, including, but not limited to, all engines, propellers, instruments, avionics, equipment and accessories attached to, connected with, located in, or removed from the Aircraft, and all logs, manuals and maintenance records (The airframe is type certified to transport at least eight persons including crew, or goods in excess of 2750 kilograms). Aircraft Engines: Make: Pratt & Whitney Canada model JTI5D-5 (also known on the International Registry as JT1513 Series); of at least 1750 pounds of thrust or at least 550 rated take off shaft horsepower; Serial Numbers PCE-JA0534 and PCE-JA0535 (also known on the International Registry as JA0534 and JA0535), together with any replacement engines. The term New Collateral shall include any and all property included in the definition of an "airframe", "engine" and/or "helicopter" as those terms are defined in the Cape Town Treaty. The term New Collateral shall also include any and all owners agreements, management contracts, services contracts, interchange agreements, repair contracts, maintenance contracts, insurance contracts, leases, purchase agreements, bills of sale and assignments, and any other instruments, contracts, or agreements of any kind with respect to the New Collateral including but not limited to the Promissory Note (collectively the "Contracts"). 3. In order to specifically subject the New Collateral to, and confirm the lien of, the Security Agreement, Debtor hereby grants to BOA in accordance with the Loan Documents a security interest in Debtor's twelve and one-half percent (12.5%) undivided interest in and to the New Collateral and further supplements the Loan Documents to add the New Collateral to the terms thereof. To the extent the New Collateral is subject to the Convention on International Interests in Mobile Equipment (the "Convention"), the Protocol to the Convention on International Interests in Mobile Equipment on Matters Specific to Aircraft Equipment (the "Protocol"), both signed in Cape Town, South Africa on November 16, 2001, as ratified by the United States, together with the Regulations for the International Registry and the International Registry Procedures, and all other rules, amendments, supplements, and revisions thereto (collectively the "Cape Town Treaty"), the Debtor further agrees and acknowledges this Security Agreement creates and constitutes an International Interest (as defined and provided for in the Cape Town Treaty) in the New Collateral. 20640 2 SDNY_GM_02758718 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245640 EFTA01330103
SDNY GM 02758719 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245641 EFTA01330104
Debtor hereby undertakes to perform all of its obligations under the Contracts. The terms "Administrator", "Contract of Sale", "International Interest", "International Registry", "Professional User Entity", "Professional User", "Prospective Contract of Sale", "Prospective International Interest", "Register", "Registration", "Transacting Uscr Entity", shall have the meanings given them in the Convention or Protocol, as applicable. The term "searchable" shall have the meaning contemplated by Article 19 of the Convention. 4. Debtor Will Execute and Deliver Documents. Debtor will, at BOA's request and prior to funding hereunder if required by BOA, furnish BOA such information and execute and deliver to BOA such documents and do all such lawful acts and things as BOA may reasonably request as are necessary or appropriate to assist BOA in establishing, registering, validating and maintaining a valid security interest and International Interest in the New Collateral and to assure that the New Collateral is properly titled and registered and the security interest and International Interest perfected to BOA's satisfaction. Debtor will pay the cost of filing all appropriate documents in all public offices where BOA deems such filings necessary or desirable. 5. Regarding the Cape Town Treaty, (a) Debtor shall establish a valid and existing account with the International Registry, appoint an Administrator and/or a Professional User acceptable to BOA to make registration in regards to the New Collateral, (b) BOA and Debtor shall register a first priority Prospective International Interest in connection with the New Collateral which shall be searchable in the International Registry to the satisfaction of BOA; and (c) Debtor's Contract of Sale or Prospective Contract of Sale shall be registered and searchable in the International Registry. 6. Default and Remedies. Upon Default as defined in the Promissory Note and in addition to the Remedies set forth in the Security Agreement, as amended, and RACC Guaranty , as assigned to BOA, BOA may employ all remedies available to a secured creditor under the Uniform Commercial Code and those rights and remedies available to a creditor under the Cape Town Treaty (and Debtor affirmatively agrees BOA has all the rights and remedies granted a creditor under the Cape Town Treaty), including but not limited to (a) if Debtor is in possession, custody or control of the New Collateral to enter Debtor's or any other person's premises and take possession of such New Collateral; (b) to require Debtor to assemble and make available such New Collateral at a location selected by BOA; (c) to sell, lease or otherwise dispose or cause the Debtor to sell, lease or otherwise dispose of the New Collateral; (d) collect or receive any income, rents or profits arising from the management or use of the New Collateral; (e) procure the deregistration of the registration of the Aircraft and export of the Aircraft to a jurisdiction of BOA's choice pursuant to the IDERA and as authorized by the Cape Town Treaty; and (f) apply for a court order authorizing these remedies. Upon Default BOA may also, pending final determination of its claim in any court proceeding, obtain speedy relief in the form of an order providing for (i) preservation of the New Collateral and its value; (ii) possession, control or custody of the New Collateral; (iii) immobilization of the New Collateral; (iv) lease or, except where covered by sub-paragraphs (i) to (iii), management of the New Collateral and the income therefrom; and (v) sale and application of proceeds therefrom. The requirements of the Kansas Uniform Commercial Code for reasonable notification to Debtor of the time and place of any proposed public sale of the New Collateral or of the time after which any private sale or other intended disposition 20610 1 SDNY_GM_02758720 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245642 EFTA01330105
SDNY_GM_02758721 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245643 EFTA01330106
is to be made shall be met if such notice is mailed, postage prepaid, to Debtor's address, as shown herein, at least ten (10) business days before the time of the sale or disposition. After deduction of all reasonable expenses of retaking, holding, preparing for sale or lease, selling, leasing and the like, together with costs of collection, attorneys' fees and legal expenses of BOA, and after the payment of the principal and interest due under the Note, the balance, if any, of the proceeds of the sale shall be applied to the satisfaction of indebtedness secured by any subordinate security interest in the New Collateral of which BOA has received notice prior to distribution of the proceeds and after any such satisfaction of indebtedness, the balance, if any, of the proceeds of the sale shall be returned to the Debtor. Debtor shall be liable for any deficiency after application of such proceeds, to the extent permitted by law. If after a default by Debtor, the New Collateral is returned to or recovered by BOA, Debtor agrees BOA may fly or otherwise move the New Collateral for demonstration and other purposes reasonably related to a proposed public or private sale or other disposition of the New Collateral. 7. Restriction on Transfer or Liens and Registrations. Debtor will not, without the prior written consent of BOA, sell or otherwise transfer or encumber the New Collateral, or any interest therein, or offer to do so or remove or attempt to remove the New Collateral from the United States. Debtor will keep the New Collateral free from any adverse security interest, registration of any interest on the International Registry, lien, claim or encumbrance and will not permit the New Collateral to be attached or replevied. Debtor shall not register any prospective or current International Interest or Contract of Sale (or any amendment, modification, supplement, subordination of subrogation thereof) with the International Registry without the prior written consent of BOA which may be withheld in its sole but reasonable discretion. Debtor shall not execute or deliver any IDERA to any party other than the BOA unless BOA agrees in writing. 8. Assignment. BOA may transfer or assign all or any part of its interest in this Security Agreement without the consent of Debtor or any other party. Debtor hereby consents to any and all assignments or sales of, or the granting of participations in, this Security Agreement by BOA or any assignee of an interest in this Security Agreement. Debtor shall not sell, assign, transfer, encumber or convey any of its interests in the New Collateral or in this Security Agreement without the prior written consent of BOA. 9 Unless amended by the terms and conditions of this Amendment, the parties hereby (i) ratify all remaining terms and conditions of the Loan Documents, as if the same were restated herein, and (ii) confirm that the Loan Documents otherwise remain in full force and effect as to any and all Ncw Collateral subject thereto, including, but not limited to, the Replacement New Collateral. 10. GOVERNING LAW AND FORUM SELECTION. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF KANSAS. ANY LEGAL PROCEEDINGS RELATING TO THIS AMENDMENT SHALL BE BROUGHT IN THE EIGHTEENTH JUDICIAL DISTRICT AT WICHITA, KANSAS, OR THE UNITED STATES DISTRICT COURT OF THE DISTRICT OF KANSAS AT WICHITA, KANSAS, TO THE EXCLUSION OF ALL OTHER COURTS AND TRIBUNALS. NOTWITHSTANDING THE ABOVE, BOA (AT 20640 4 SDNY_GM_02758722 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245644 EFTA01330107
SDNY_GM_02758723 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245645 EFTA01330108
ITS SOLE OPTION) MAY INSTITUTE A LEGAL PROCEEDING IN ANY JURISDICTION AS MAY BE APPROPRIATE IN ORDER FOR BOA TO EXERCISE ITS RIGHTS AND REMEDIES UNDER THIS AMENDMENT. THE PARTIES HEREBY IRREVOCABLY CONSENT AND AGREE TO BE SUBJECT TO THE JURISDICTION OF THE AFORESAID COURTS IN SUCH PROCEEDINGS. II. This Amendment constitutes the entire agreement between and among the parties with respect to the subject matter hereof. There are no verbal understandings, agreements, representations or warranties not expressly set forth herein and in the Security Agreement. All prior agreements and understandings between the parties are merged herein. Neither this Amendment nor the Security Agreement shall be changed orally, but only by writing signed by the parties. IN WITNESS OF the mutual promises, covenants and agreements set forth herein, the parties have caused their duly authorized officers to execute this Amendment at Wichita, Kansas, as of the day and year first written above. BANK OF AMERICA, N.A., PLASTIPAK PACKAGING, INC. Name: Kathleen M. Carry Name: Aveil.461. T. 4.4.7g/e.4" Capacity: Vice President Capacity: C ./rte.A.C. The undersigned assignors hereby release all of thlir interest, if any, in the collateral covered by the Security Agreement described above dated this ,2-i day of 6(nI , 2009. Raytheon Aircraft Credit Corporation Raytheon Aircraft Receivables Corporation General Aviation Receivables Corporation 20640 SDNY_GM_02758724 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245646 EFTA01330109
SDNY_GM_02758725 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245647 EFTA01330110
ITS SOLE OPTION) MAY INSTITUTE A LEGAL PROCEEDING IN ANY JURISDICTION AS MAY BE APPROPRIATE IN ORDER FOR BOA TO EXERCISE ITS RIGHTS AND REMEDIES UNDER THIS AMENDMENT. THE PARTIES HEREBY IRREVOCABLY CONSENT AND AGREE TO BE SUBJECT TO THE JURISDICTION OF THE AFORESAID COURTS IN SUCH PROCEEDINGS. I I. This Amendment constitutes the entire agreement between and among the parties with respect to the subject matter hereof. There are no verbal understandings, agreements, representations or warranties not expressly set forth herein and in the Security Agreement. All prior agreements and understandings between the parties are merged herein. Neither this Amendment nor the Security Agreement shall be changed orally, but only by writing signed by the parties. IN WITNESS OF the mutual promises, covenants and agreements set forth herein, the parties have caused their duly authorized officers to execute this Amendment at Wichita, Kansas, as of the day and year first written above. BANK OF AMERICA, N.A., PLASTIPAK PACKAGING, INC. / By: 1 -1/1-tiA 1 .7 By: Name: Kathleen M. Carry Name: Capacity: Vice President Capacity: The undersigned assignors hereby release all of their interest, if any, in the collateral covered by the Security Agreement described above dated this day of fi * I , 2009. Raytheon Aircraft Credit Corporation nr. Idettr-s1) Cerdatai- Aft-nes cr General Aviation Receivables Corporation ms4° tfrls Ife7) Raytheon Aircraft Receivables Corporation JenruCe At tankc I C.creet.ds Adnaefel SDNY_GM_02758726 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245648 EFTA01330111
VINO, rr::0 ..,DO ',IV1110 ZO LH Gi! zdy 600t N0LLTJ.Lf... ..C.: IVJ H7' • -.110 SDNY_GM_02758727 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245649 EFTA01330112
DOCUMENT LEVEL ANNOTATIONS orig #7128 ret'd IATS ORIG #4170 RE'T IATS SDNY_GM_02758728 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245650 EFTA01330113
SDNY_GM_02758729 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245651 EFTA01330114
PORN APPIKIVID Ns 1110(012 UNWED EWES OF "arta OFPARTIAIENT OF 1110PEPORDITICR IDDISIAL SWIM ACIalliyarelyilla ANIONAIRWAL a CERT. ISSUE DATE 1 41M4• AMSLAFT PEOWIA.TION AFFIXATION tairlE LI 0 EWES AtOOTNATICAI NUINER n 787TA AnCRAFT MAAUFACTURER li MOOR Rkytheon Aircraft Cacany 400 MACRAE! WEAL NA W-260 FOR FM USE ONLY TYPE OF REOSTRATICN fl ock in :..) co i. VOWS 0 t PettiOnNO 1F(3. COVOMIOn 0 4 C.0.04~ 0 D. GOVT. 0 0.1".Clms‘ RAPE OF APPLICANT (Anato *Ann A...4, A 0 crows 9 r i reasri, She as AMA I'M new. ad 1 NISI • 1.) Flight Opticns, LLC 100E of 103% macs Se I ) ADORES' Menne to. Ent wow wad )(I PO DOR 4 used, 5444:0 Meese sty be ease.) t Options, LLC woe re roe 26180 Curtiss-Wright Parkway Rua Flea WY Richiond Heights STATE CH ZIP WOE 44143 0 CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS MENTION I Reed the following Stared before signing this application. This portion MUST be competed. A lay a season raw so Wy c0...101 in n •CipleSOn miry be gsosnas bi yanslynan by Ale WO sot AVASOntlyni NS CPS. TIM 111. SK 404 • CERTIFICATION III TAst RA 4.0.0 Anna S. 044,3 SY SAY 04444441 COW44. ASV nation Imlay; CO4P•1044 OS OR I.1400 OS Oa Wag AWL Oa an of win ). Or 04K3( ONE AS APPROPRIATE: a 0 A niiism an AM Fen ,FPO_. (RA, IASI ct F dry 43$11 14 • 0 A ANYADIND 1:04444:4 wows we ANN banns ...40, IN Isson. 440). - MI OS Sm. 4 was 44 gy-snany ~JAM. 1.), M1PCI StanPawns 0. AwA hAn AA AnA:SA- IA; inspectta a m Tan she —St is t Aland tint* AA Wrier" ',nob' 4 .mIrc ad DI The lies 010404 al awn a saw a w beer AsAs ..th 04 Nor is Anion Aany.psyy. NOTE: if executed tot 00-04" 44,4 DP SOCACanis must Or Use 04440 We A nocasury TYPE OR PR SIGNAT URE In b Z ill I ii "It Executive Vice Presidents"! 0 Flight Options, UL 5-1,99 - ,lanes Janes P. Hiller TITLE WI TTRE DALE NOTE Frani "NV ot In Casa Y. MIMI aseesam re ens, nay te wawa la • Wel he in awn la ow arra ofies sew Shy Pea _. a Ois a:4W S be And it to sienft AC Fenn eort.i (5/03) 0:052-03-62a9307) SDNY_GM_62758730 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EF1'A_00245652 EFTA01330115
• • 'MOWS-WO WO VW:0OU° 911 i kid 001 tle vyj d081Y Hsi (13113 SON Y_GM_02758731 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00245653 EFTA01330116
FORM APPROVED OM13 NO. 2120-0042 UNITED STATES OF AMERICA AVIATION ANINSIMON OF SALE Wnte Blocic F Do Not OR FAA In USE O his NLY IT & MIARTMENI IF NIAINTIIIATI MAT AIRCRAFT BILL FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT 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 C3I199 5086130-4.0664970072 By Name. Title: FO FINANCING, LLC By Name: Bret Wiener Title: Vice President SDNY_GM_02758784 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245706 EFTA01330169
SDNY GM 02758785 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245707 EFTA01330170
IN WITNESS WHEREOF, the Grantor has caused this Mortgage to be duly executed and delivered as of the day and year first above written. FLIGHT OPTIONS, LLC By Name: Title: FO FINANCING, LLC By Name: Bret Wiener Title: Vice President CHI99 50661304 066497.0072 SDNY_GM_02758786 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245708 EFTA01330171
SDNY_GM_02758787 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245709 EFTA01330172
Exhibit A Credit and Security Agreement (Not included for purposes of confidentiality.] CIII99 5086130-5.066497.0072 SDNY_GM_02758788 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245710 EFTA01330173
SDNY GM 02758789 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245711 EFTA01330174
Schedule 1 Aircraft: Airframe and Eno nes' Make I Model Reg. No. Serial No. Engine Make Engine Engine Serial Percent Model No. Owned' RAYTHEON AIRCRAFT COMPANY model 400A N787TA FtK-280 PRATT & WHITNEY CANADA JT15D-5 PCE-JA0287" 62.50% RAYTHEON AIRCRAFT COMPANY model 400A N787TA FtK-2130 PRATT & WHITNEY CANADA JT15D-5 PCE-JA0291" 62.50% of which ngmes is capable of or more of st or has 550 or more rated takeoff horsepower or the equivalent thereof. "Described as modern) 5D SERIES with serial numbers A0287 and JA0291 on the International Registry drop down menu. ***Aircraft used herein references Grantor's undivided 62.50% interest in the Aircraft and Engines. CH e9 4911636-2.066497.0363 SDNY_GM_02758790 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002457 I? EFTA01330175
vvici:com Alio vlic: ivtio Z0 Z Wd OZ 6001 NOIWILLSP;:11.1.4Y11081V VV.3 Hi:•Y 03113 SDNY_GM_02758791 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002457 I 3 EFTA01330176
DOCUMENT LEVEL ANNOTATIONS ORIG # 2270 RET'D TO M&T SS 032609 SDNY_GM_02758792 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00245714 EFTA01330177
SDNY_GM_02758793 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00245715 EFTA01330178
FORM MIMIOS) CM No MOM tAITIO IWU CO AMERICA OtINTIVENT CF IRNOIPOITO01:00 mow —a ommoommoomm meow somvica on AMORMT stOtsinanow APPUCATION CERT. ISSUE DOM MATEO OWES REGISTRCIOM MAWR 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














