ATTACHMENT TO AIRCRAFT REGISTRATION APPLICATION d( ¢p °fra-t Reg ft: N787TA Model: Raytheon Aircraft Company 400A S/Nft: RK-260 Name of Applicant: Bergen Southwest Steel, Inc. Grand/Sakwa Transportation, LLC Coronado & Associates, LLC Kirk Air, LLC GrandlSakwa Transportation, LLC Belford Management Services, LLC J. Stark Thompson John P. Hayes Owning an undivided Interest of: Stephens Investment Management, LLC Renegade Swish, LLC Longley Supply Company Palisades Capital, Ltd Missoe Capital, LLC ACVI Aviation, LLC Elyton Properties, LLP Signatures: amen . autennan 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% Address: Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Date: Assistant Secretary of Flight Options, LLC acting .8,9,10,11,12,13,14,15,16 q -act-os torney-in-Fact for OI In By signing above, the applicant agreeS and stipulates (0 to the terms, conditions and cemecation of the AC Form 8050.1 Aircraft Registration Application, which this page is attached (Ihe -Application'), (II) that all of the Information set forth on the Application Is true and correct as of this date. and (Ill) the Application may be executed by the co-owners by executing separate counterpart signature pages, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same application. SDNY_GM_02759110 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246032 EFTA01330495

TAOHV1)10 A.1.13 VII0H111)10 SE E [lid 6Z (13S 5102 11G MOLINUISIO3U lAltIOUIV YY4 HIM 03114 SDNY_GM_02759111 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246033 EFTA01330496

FORM APPROVED OMB NO. 2120-0042 UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ' ADMINISTRATION AIRCRAFT BILL OF SALE V V 0 2 1 7 2 2 CONVEYANCE RECORDED OCT 17 API 8 49 FEDERAL AVIATION ADMINISTRATION Do Not Write In nliS Block FOR FAA USE ONLY FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CRIBED AS FOLLOWS: . UNITED STATES NOS REGISTRATION NUMBER N 787TH AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-260 DOES THIS tie* DAY OF SEPT., 2005 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: PURCHASER NAME AND ADDRESS (IF INDMDUAL (S). GIVE LAST NAME. FIRST NAME. AND MIDDLE INITIAL.) ELYTON PROPERTIES, LLP * 6.25% OF 100% 26180 CURTISS-WRIGHT PARKWAY RICHMOND HEIGHTS, OH 44143 *Joe Engel - sole general partner DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 91" DAY OF SEPT., 2005. SELLER NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) (IN INK) 0 FOR O-OWNE P. L MUST SI .) TITLE (TYPED OR PRINTED) FLIGHT OPTIONS, LLC SSISTANT JAMES AUTERMAN SECRETARY ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FM AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition 93ZAZAD CO'S 51935171250 SDNY_GM_02759112 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_00246034 EFTA01330497

VPIONV1)10 kLIO VisIOHTPAO SC C Wd 6Z d3S 5191 88 NOLLY1i1S1938 13780VIV VVi HUM 03113 SDNY_GM_02759113 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246035 EFTA01330498

FORM APPROVED 01.4B NO. 2120-0042 UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N 787TA AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-260 ?Ol DOES THIS 9TH DAY OF SEPT., 2005 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: vv021721 CONVEYANCE RECORDED 0CT 17 API 8 49 EDERAL AVIATION ADMINISTRATION 00 Not Write In This Block FOR FM USE ONLY NAME AND ADDRESS (IF INDWIDUAL (5). GIVE LAST NAME. FIRST NAME. AND MIDDLE INITIAL ) ACVI AVIATION, LLC 26180 CURTISS-WRIGHT PARKWAY RICHMOND HEIGHTS, OH 44143 6.25% OF 100% DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOW SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 9'" DAY OF SEPT., 2005. et tu Yn NAME (S) OF SELLER (TYPED OR PRINTED) SIGNAT RE (S) (IN INK) TED FOR TITLE (TYPED OR PRINTED) SISTANT SECRETARY ACKNOWLEDGEMENT NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052-00-629-0003).S.upersedes Previous Edition uu es On 4(7.1 ul SONY_GM_02759114 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 1O, 15, and 17 EFTA_00246036 EFTA01330499

VPIOHV1NO VII0FIV1NO SC Lid 62 d3S S002 au ti0I1V81S103211dV8081V VV3 FlIIM 03114 SDNY_GM_02759115 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246037 EFTA01330500

FAA RELEASE vv 0 2 1 7 2 0 CONVEYANCE RECORDED !DOS OCT 17 All 8 14 Raytheon Aircraft Credit Corporation (th- E"Qelfin/ I A9SP") as secured party under the Security Agreement desefaiedlUtithIdefined on Exhibit A attached hereto, hereby releases from the terms of the Security Agreement all of its right, title and interest in and to the Aircraft described and defined on Exhibit A attached hereto. Dated this city oftSfinfr , 2005. Raytheon Aircraft Credit Corporation By: Name: Andrew A. Mathews Title: President 20640/ a a ra SDNY_GM_02759116 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246038 EFTA01330501

VPI0HV1)10 A113 VW0HTDI0 IIC 6 WU liT d3S S002 88 N0IlvalS1338 .1.O80kliv VVA HIM 03113 SDNY_GM_02759117 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246039 EFTA01330502

as Exhibit A FAA Release Security Agreement Aircraft Inventory Security Agreement dated as of February 25, 2005 between Raytheon Aircraft Credit Corporation, as secured party, and Flight Options, LLC, as debtor, (with the Amended and Restated Aircraft Dealer Floor Plan Financing and Security Agreement, dated as of June 12, 2003 between Raytheon Aircraft Credit Corporation and Flight Options, LLC, attached thereto as Exhibit A), recorded by the FAA on March 10, 2005 as Conveyance No. V006359 (collectively the "Security Agreement"). Aircraft One (1) Raytheon Aircraft Company aircraft model 400A bearing manufacturer's serial number RK-260 and U.S. Registration No. N787TA, together with the two (2) Pratt & Whitney Canada model JT15D-5 aircraft engines bearing manufacturer's serial numbers PCE-JA0287 and PCE- JA0291 (collectively the "Aircraft"). 20640 SDNY_GM_02759118 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246040 EFTA01330503

I:.' VHOHV1)10 £110 THOIIV1)10 h£ 6 LIEJ hi d3S S002 11011Vi11S1038.1.4fliOVIV VVd ILLIM 0311d SDNY_GM_02759119 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246041 EFTA01330504

coco 'VV021572 :43 CONVEYANCE RECORDES FAA RELEASE 2005 SEP 22 FPI 12 99 Raytheon Aircraft Credit Corporation (the "SecufEdErsittWOmasDN secured party under the Security Agreement described tnect4 NRIIMT'ant4 Exhibit A attached hereto, hereby releases from the terms of the Security Agreement all of its right, title and interest in and to the Aircraft described and defined on Exhibit A attached hereto. n 1k Dated this 017 day of , 2005. Raytheon Aircraft Credit Corporation By: An rew A. a ews Title: President 20640 SDNY_GM_02759120 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246042 EFTA01330505

1 VHOFIV1:10 ADO vim-iv-ow II 2 idd 62 00.0 SON da NOLLVILLS1038 141/1i0 10v vtil RUM 03113 SDNY_GM_02759121 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246043 EFTA01330506

coco W Exhibit A FAA Release Security Agreement Aircraft Inventory Security Agreement dated as of January 18, 2005 between Raytheon Aircraft Credit Corporation, as secured party, and Flight Options, LLC, as debtor, (with the Amended and Restated Aircraft Dealer Floor Plan Financing and Security Agreement, dated as of June 12, 2003 between Raytheon Aircraft Credit Corporation and Flight Options, LLC, attached thereto as Exhibit A), filed with the FAA on January 18, 2005 but not yet recorded (the "Security Agreement"). Aircraft One (1) Beech model 400A aircraft bearing manufacturer's serial number RK-62 and United States Registration No. N462CW, together with two (2) Pratt & Whitney Canada Model JT15D-5 aircraft engines bearing manufacturer's serial numbers PCE-100300 and PCE-100301 (collectively the "Aircraft"). The engines described above are in excess of 750 rated takeoff horsepower. 20640/ SDNY_GM_02759122 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246044 EFTA01330507

VINOW/1:40 All0 Vil0HrIN0 TT Z 61c1 hZ 9f10 SOO? 80 NOUVelS1038 12`a:Alti VVI HUM 0311d SDNY_GM_02759123 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246045 EFTA01330508

n POPEA OPP11040.4 OM 2050)Ls ' 4.111TED EOM OP MRICA CEPA/1114NT OF TRANSPORTATO1 a SWIM ADISIISIONISE oa DI CERT. ISSUE DATE " ta W sEP 15 01 •01010•1ASIOOMITCAL ma AIRCRAFT PEOISTMON APPLICATKIN wino STMES FOONEM4A1101/EMEIN IN 787rA Ammer WAILVACIURER11ACCE1 Raytheon Aircraft Gaon 4X MOST SEWS Net RR- 260 FOR FAA USE ONLY TYPE Of OTECIOINATTION Omit ono Su) 0 i. hams O 2. Penn* O a. CE/POOM CO 4. Comet O S. OWE O E.....Caw /NEE OP APPUCANT "navy can an II iniMal. ling tag ol __j,.. pve is relit now ond meso •4•11 • 1.) Air Ghislaine, Inc. 6.258 of 100% (....S.ee Attachment ilairea ct..(..cy niiii0E MASER 1 I amps (Preen Neap men I Ml west To1P1IP P O. SOX root "um Sens mem us be Ms, ) c/o: Flight Optic's, LW ess me a -N 1&1CrtislazghtBaziomy hael Ikas • PO is OW Rtchoond Heights STATE GI VP cox 44143 0 CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Reed the following statement before signing this application. This porton MUST be COmilted. A Ws or clatcnoo raw to Mn Q,/APT in San egaleaseco nor to go- ea I . Prolonoo by fro WO ar °TOT "..... fu S C . The it Ss NON • CERTIFICATION bwE COMFY II) nee to Pin MOM b Sad by Endorogref re 5 4 om COTerain want inaderg Ce O. Wild /ASIA Or Wan, net 9 MOO al MSC I Cr CIIKK ONE AS AFPNOMTE. t (DAMAN Yes we Om Spume porn IASI often I.SSII No Ix fumes crew ad sorgobtes was Me INN ol Tr 9* or iiii‘,D Wir oaOsolimeMrbr rP io, "Merl st -26193-Oar s's W,:. tright-ParIzed Hts GI 44143 NO Thu ovo soma is As assm Le to iris ire Tome ; NU p) TMI Sol .ea et oanneo Is Mom onus been Ss sr* Po Fan k,Sn Punsuirrion NOTE: II executed ke commoners al &Mtn MAN Or V. rovinO 1.50 a matssary- lYPE NAME MEAT) g TiTil Assistant Secretary t Opticns, U.0 OATS 1:3.47:6 Imes R. Deuterium Tnuacting as Attorney-I - Fact fat Air alisktine, Inc II Senna 1111E .....yicA. ONE NOTE Patty Ma 41 Es Cale cd Altioa Rpsisotes es Owl mo te mews is • — se a ewes amo fiers. Salm PM TY 90 PINE sow el it spladon INS te aosucl is Pa Mt AD Fos am mos geoXIIM037) SONY_GM_02759124 :T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00246046 EFTA01330509

• • vivourbto Alto vilontf/xn I- dici SOO? ' vtizi m Li OS Hollin s : LI :3: 34f oth SDNY_GM_02759125 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00246047 EFTA01330510

ATTACHMENT TO AIRCRAFT REGIST TION APPLICATION a CH 4DS Reg #: N787TA Model: Raytheon Aircraft Company 400A WNW: RK-260 Name of Applicant: Owning an undivided Interest of: Bergen Southwest Steel, Inc. GrandlSakwa Transportation, LLC Coronado 8 Associates. LLC Kirk Air, LLC Grand/Salava Transportation, LLC Belford Management Services, LLC J. Stark Thompson John P. Hayes Stephens Investment Management, LLC Renegade Swish, LLC Longley Supply Company Palisades Capital, Ltd Missoe Capital, LLC Flight Options. LLC Signatures: 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 12.50% of 100% Address: Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Title: Date: Assistant Secretary of Flight Options, LLC acting as Attorney-in-Fact for #2.3.4,5,6,7,8,9,10,11,12,13,14 ssistant Secretary of Flight Options, or #15 ct-t-oS By signing above. the applicant agrees and stipulates (I) to the terms, conditions and certification of the AC Form 8050-1 Aircraft Registration Application. to which this page is attached (the 'Application'), (II) Mal all of the information set forth on the Application is true and correct as of this dale. and (III) the Application may be executed by the co-owners by executing separate counterpart signature pages. each of which when so executed and delivered shall be an original. but all such counterparts shall together constitute but one and the same appocauon. SDNY_GM_02759126 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246048 EFTA01330511

vPilmitque vw°14vbio 60 er tJd r ens 509? NOvilVEISW8 iiV• N"• ted ;film 03Th e div SDNY_GM_02759127 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246049 EFTA01330512

FORM APPROVED OMB NO. 2120-0042 UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE V V 0 2 1 5 2 5 • CONVEYANCE RECORDED 2005 SEP 15 Pf9 12 23 FEDERAL AVIATION ADMINISTRATION Not Thes Block FOR D Write In 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 N 787TA AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-260 DOES THIS 26TH DAY OF AUG., 2005 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE. AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: PURCHASER NAME AND ADDRESS (IF INDIVIDUAL (5). GIVE LAST NAME. FIRST NAME. AND MIDDLE INITIAL.) MISSOE CAPITAL, LLC 6.25%0F 100% 26180 CURTISS-WRIGHT PARKWAY RICHMOND HEIGHTS, OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 26Th DAY OF AUG., 2005. SELLER NAME (S) OF SELLER (TYPED OR PRINTED) SIGN TURE (S) (IN INK) E CUTED F• SHIP AU. GR.) TITLE (TYPED OR PRINTED) FLIGHT OPTIONS, LLC !STANT JAMES R. DAUTE • AN SECRETARY ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FM RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition Tar./e4D C0*51 1612284.60 us GJ Bs cn CO SDNY_GM_02759128 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246050 EFTA01330513

vivolltnyo a11 O/0 viNo 4 ° Z1 Lid r cos ser OUPUIS/038 watfiti YYJ 03713 SDNY_GM_02759129 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246051 EFTA01330514

U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION CROSS-REFERENCE—RECORDATION SEE CONVEYANCE NO FILING DATE: This form is to be used in casts where a conveyance covers several aircraft and engines, propellers, or locations. File original of this form with the recorded conveyance and a copy in each aircraft folder involved. TYPE OF CONVEYANCE Amendment to Aircraft Inventory Security Agreement YY040151 DATE EXECUTED 8/19/05 FROM Flight Options LLC DOCUMENT NO. VV021522 TO OR ASSIGNED TO Raytheon Aircraft Credit Corp DATE RECORDED September 15, 2005 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: AIRCRAFT (List by registration number) I TOTAI. NI DARER iNivill.VF11 6 .," N893CW N896CW N787TA N456CW N604TA N525CW Honeywell Intl TFE731-5BR P-107751 P-I07748 P-107575 P-107567 Pratt & Whitney Canada IT15D-5 PCE-JA0287 PCE-1A0291 PCE-100292 PCE-100258 Pratt & Whitney Canada PT6A-42 PCE-P10330 PCE-P30329 Pratt & Whitney Canada 1T15D-5A PCE-108456 PCE-108459 ENGINES I TOTAI NI IMRFR INVOLVED 12 MAKE(S) See above list SERIAL NO. see above PROPELLERS I TOTAI NUMBER nsvoLvFn MAICE(S) SERIAL NO. _ SPARE PARTS --LOCATIONS I TOTAL NI IMIWR INVOi WD LOCATION RECORDED CONVEYANCE FILED IN: N893CW, Raytheon Aircraft Hawker 800XP, serial 258603 YY040151 Sec Doc ID C331, Page 1 in master AC FORM 8050-23 (146) (005240-582-6000) SDNY_GNI_02759130 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246052 EFTA01330515

SDNY_GM_02759131 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246053 EFTA01330516

TOIN NIIISTID gr. -tamo swa OF AMERICA anutnea OF TRAMWORTKI1011 la Mes marilkenaci i .2 CERT. ISM DATE • Ś Ł AUS i uw NOWERIEr MMONAIIIKAA MIM NPOIMPT REOWIR.010/4 MIPUCKEIZIN UWITO MDI N REO I211/M1CW NUMBER 787TA POCRAFT MANUFACTURER 6 MCCIX Ravthecn Aircraftl Caąxviy 4COA AMCOAFT BEMOL Na FM-21.O FOR FM USE ONLY THE OF REOWTRAnON Kawa an MW 4$9 o t Imaka* O 2. PwinswhIP ❑O a Easorallon@M. Opownet O S. eon O eitmatim WAM OF APPUCAPIT renteriAl *owl on wew d wonni. I trANOW. re IM ww. W rew to ni0Me WWI/ 1.) Air (I)islaine, Inc. 6.25% of 100E EIEF See Attactmant altiteL gi',3-O5 TELEPICIPE RUINER ( I MORWO IIIWwwwe maw aftwe W Wm appkeit IsiseLIM P.O. 90x is wed. /Wew saws num mn owa) COI Flight Optima, UL RWO, no wew %Om Clirri cci-Wright Awkixty Rwe, Rafle. PO. IW CITY kichami Heigits SMITE Cli DO CCIX 44143 p CHECK MERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS Ant/TONI Road the following statement Sfora signing this application. This portion MUST be cortmlstad. A Mr w Oetcrea Hum m ew wwwn •n au wola ł= mw blo irounas 1e, PliaNaart tn are ant O, M:n*1nel IUS. Coot Tao U. See. KOI • CERTIFICATION 1WE WITWY In lew Po stow acana wad ty iw ..tows1me1 MOSOIPI. S o • cown Imearg omtwalwei ol we Owed EIS OW wew WW. oo nn cd war ).w' CHECK ONE AS APPROPRIATE e. O AROWI, allen. MP aeon rweneon Wow MM w Tow 140I) Na 049 Arcot wapoWton wonted sio dccv tinewes we ta twe d OOHS Delaare IL the p) The to swa one • tame "P"`"-26193-0 Niglit-Rory--Picirrxii lie was a al tegWeist WO *Mn cl chrap le NOTE: II axecumg for sawnwarthro IW NAME n pew* wad 0 Te Uwali Sate MeaiTlialMie tows ..* waleta ta Hts, Of 44143 wam no wafle‚ 'ado. to samtvo w iw teen Ww wrn the Mewo Iwan winniarwort M aMammts wis von Use reverse sito il necessary. SIGNATIJ P TRIE Assistant Secretary tioat. ix ew K3485 N Janes R. Mittman TillE acting as Attarrey-In- Fact for Air,Ghislaine, Inc. Dn X W 1 SkifinutIE TME OM HOW Pwww scow W Ew Gniew* ol Paoil Rwlinsw. we Woe wiE b Omieg Iti e owad not w word 20 awe. OWO loThlt as te MM wafts molassai rwo be www in ta wow IG Rym MI (5.03) (00524:042114037) SDNY_GM_02759132 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFFA_OO246O54 EFTA01330517

• • VilOWV1)40 A113 VfriOUV1W0 90 9 WH h gflU500? NOIIVHISIO3H.1.083dn:- VVi HIIM 031:3 SONY_GM_02759133 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00246055 EFTA01330518

ATTACHMENT TO AIRCRAFT REGISTRATION APPLICATION 1.) 2.) 3.) 4.) 5.) 6.) 7.) 8.) 9.) 10.) 11.) 12.) 13.) 14.) 15.) Reg #: N787TA Address: Model: Raytheon Aircraft Company 460A SIN#: RK-260 Owning an undivided Name of Applicant: Interest of: Bergen Southwest Steel, Inc. 6.25% of 100% Shown on Original form hereto GrandlSakwa Transportation, LLC 6.25% of 100% Shown on Original form hereto Coronado & Associates, LLC 6.25% of 100% Shown on Original form hereto Kirk Air, LLC 6.25% of 100% Shown on Original form hereto Grand/Sakwa Transportation, LLC 6.25% of 100% Shown on Original form hereto Belford Management Services, LLC 6.25% of 100% Shown on Original form hereto J. Stark Thompson 6.25% of 100% Shown on Original form hereto John P. Hayes 6.25% of 100% Shown on Original form hereto Stephens Investment Management, LLC 6.25% of 100% Shown on Original form hereto Renegade Swish, LLC 6.25% of 100% Shown on Original form hereto Longley Supply Company 6.25% of 100% Shown on Original form hereto Palisades Capital, Ltd 6.25% of 100% Shown on Original form hereto Flight Options. LLC 18.75% of 100% Shown on Original form hereto Signatures: Title: Date: Assistant Secretary of Flight Options, LLC acting as Attorney-in•Fact for ant Secretary of Flight Options, LLC for #14 9-3-06 %-3.05 to hia By signing abovo, the appbcant agrees and stipulates (I) to the terms. conditions and certification of the AC Form 8050.1 Aircraft Registration Application, to which this page is attached (the 'Application"). (II) that as of the information set forth on the Appicabon is true and cameo as of this date. and (III) the Application may be executed by the co-owners by executing separate counterpart signature pages. each of which when so executed and delivered shall be an original, but all such OdunterpadS Shall together constitute but one and the same application. CDNY_GM_02759134 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246056 EFTA01330519

VW0HtINO 1113 VHOUV1X0 90 8 lig h S00? tiS NOilingS1332113VV3dIV VV1 Hum gni SDNY_GM_02759135 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246057 EFTA01330520

FORM APPROVED OMB NO 2120.0042 UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE . Z 0 0 6 5 Li CONVEYANCE RECORD! 2005 PUG 11 All 11 li FEDERAL AVIATION ADMINISTRATION Do Not Write In This Block FOR FAA USE ONLY FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N 787TA AIRCRAFT MANUFACTURER & MODEL • RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-260 DOES THIS i n DAY OF AUG., 2005 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE. AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: PURCHASER NAME AND ADDRESS (IF INDIVIDUAL (S). GIVE LAST NAME, FIRST NAME. AND MIDDLE INITIAL.) PALISADES CAPITAL, LTD. 6.25%0F 100% 26180 CURT1SS-wR IGI IT PARKWAY RICHMOND HEIGHTS, OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOW SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS f 1 DAY OF AUG, 2005. SELLER NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S tIN II I )CUTE OR ALL T SIGN. TITLE (TYPED OR PRINTED) FLIGHT OPTIONS, LLC ASSISTANT JAMES R. DA ERMAN SECRETARY ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FM RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition SCLIZA06) CV% S9Ez81O329) a SDNY_GM_02759136 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246058 EFTA01330521

VilOHY1NO ni0HV1)10 80 8 Wu h Ong SOO? el8 NOLLIIISIO3d li783101.1 VV2 HIIAI anu SDNY_GM_02759137 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246059 EFTA01330522

FORM APPROVED OMB NO. 2120.0042 La ta UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION . ADMINISTRATION AIRCRAFT BILL OF SALE ha ., 0 0 6 5 9 8 -,J MIME RESPROED . • llis 11 NI 11 10 EDERAL AVIATION ADMINISTRATION In Dm Block Do F Not Write OR FAA USE ONLY FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES- SON\ CRIBED AS FOLLOWS: . - UNITED STATES REGISTRATION 2005 NUMBER N 787TH AIRCRAFT MANUFACTURER & MODEL ? RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. • RIC-260 DOES THIS 1" DAY OF AUG., 2005 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: PURCHASER NAME AND ADDRESS (IF INDIVIDUAL (5). GIVE LAST NAME. FIRST NAME. AND MIDDLE IMTIAL.) FLIGHT OPTIONS, LLC 6.25% OF 100% 26180 CURTISS-WRIGHT PARKWAY RICHMOND HTS., OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 1" OF AUG., 2005. SELLER NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (8) (IN INI EXECUTED FOR CO.OWr P. ALL SIGN.) TITLE (TYPED OR PRINTED) BROOKVALE EXPRESS, ISTANT SECRETARY LLC JAMES R. DAUTERMAN OF FLIGHT OPTIONS LLC ACTING AS ATTORNEY- IN-FACT FOR BROOK- VALE EXPRESS, LLC ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT. . : I • ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition SDNY_GM_02759138 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 1O, 15, and 17 EF1'A_00246060 EFTA01330523

O40Hlibo VHOHnNO 80 s (du h 0ns soe NOI1PdISIO3ei livYodiv Vvi HIMt 0311d SDNY_GM_02759139 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246061 EFTA01330524

z 0 0 6 5 '1 7 FAA RELEASE CONVEYANCE RECORDED 20,0 9UG 1(1 ifirl 10 52 Raytheon Aircraft Credit Corporation (the ecure arty") as EDERAL AVIATIO secured party under the Security Agreement descnvorisMirmliN on Exhibit A attached hereto, hereby releases from the terms of the Security Agreement all of its right, title and interest in and to the Aircraft described and defined on Exhibit A attached hereto. ( ) day this of , 2005. .1:2RECX)RDEDCONVEYARGE AMBER Cr) faCil -tea Raytheon Aircraft Credit Corporation By: C- 2 7 " 444- Name: Brian Buns Title: Assistant Secretary 20640/ SDNY_Gh4_02759140 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246062 EFTA01330525

3Y' r4qHf.:,1 trii1,4%.13?% eve..a PHOHtquo /W vkio,tivi3/0 CC Ud 92 inr cant NOIIVW.LSI039 .LIVUO VY1 Kum 031id SDNY_Cat02759141 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246063 EFTA01330526

Exhibit A FAA Release Security Agreement Aircraft Inventory Security Agreement dated as of February 14, 2005 between Raytheon Aircraft Credit Corporation, as secured party, and Flight Options, LLC, as debtor, (with the Amended and Restated Aircraft Dealer Floor Plan Financing and Security Agreement, dated as of June 12, 2003 between Raytheon Aircraft Credit Corporation and Flight Options, LLC, attached thereto as Exhibit A), filed with the FAA on February 14, 2005 but not yet recorded (collectively the "Security Agreement"). Aircraft One (1) Raytheon Aircraft Company aircraft model 400A bearing manufacturer's serial number RK-260 and U.S. Registration No. N787TA, together with the two (2) Pratt & Whitney Canada model JT15D-5 aircraft engines bearing manufacturer's serial numbers PCE-JA0287 and PCE- JA0291 (collectively the "Aircraft"). 20640 SDNY_GM_02759142 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246064 EFTA01330527

L.A VIIONV1)10 All° MOHY1NO ££ Z lid 92 ine-sou HO NOIITHISIO3H lit/U3HIV HIIIA 03114 SDNY_GM 02759143 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246065 EFTA01330528

FAA RELEASE ' 0 0 6 4 3 7 CONVEYANCE RECORDED 2005 JUL 22 PP1 9 07 Raytheon Aircraft Credit Corporation (the "Secured Party"),. as i-L0LKAL AVIAllun secured party under the Security Agreement describedmatetiltfilied on Exhibit A attached hereto, hereby releases from the terms of the Security Agreement all of its right, title and interest in and to the Aircraft described and defined on Exhibit A attached hereto. Dated thisao day of , 2005. "-a SLE fleCORDED CONYEYARCE 700Cor Raytheon Aircraft Aircraft Credit Corporation By: Name: Andrew A. Mathews Title: President 20640/ SDNY_GM_02759144 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246066 EFTA01330529

• tei0H1/1)10 AIM VVIONV1)10 22 £ Wd h Alltil SOO? 80 tiOlin31810321 10838iv N114 HIM 03113 SDNY_GM_02759145 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246()67 EFTA01330530

Exhibit A FAA Release Security Agreement Aircraft Inventory Security Agreement dated as of January 18, 2005 between Raytheon Aircraft Credit Corporation, as secured party, and Flight Options, LLC, as debtor, (with the Amended and Restated Aircraft Dealer Floor Plan Financing and Security Agreement, dated as of June 12, 2003 between Raytheon Aircraft Credit Corporation and Flight Options, LLC, attached thereto as Exhibit A), filed with the FAA on January 18, 2005 but not yet recorded (collectively the "Security Agreement"). Aircraft One (I) Raytheon Aircraft Company aircraft model 400A bearing manufacturer's serial number RK-260 and U.S. Registration No. N787TA , together with the two (2) Pratt & _ _ Whitney Canada model JTI5D-5 aircraft engines bearing manufacturer's serial numbers PCE-JA0287 and PCE-JA0291 (collectively the "Aircraft"). 20640 SDNY_GM_02759146 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246068 EFTA01330531

r VWONVIA0 MOWINO ZZ £ lid h Aim S00? U8 N0LLY819103U 1.O80814 VYd 111.1/4 03114 • • SDNY_GM_02759147 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246069 EFTA01330532

_ - U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION CROSS-REFERENCE—RECORDATION SEE CONVEYANCE NO FILING DATE: This Porn is to be used in cases where a conveyance covers several aircraft and engines. propellers, or locations. File original of this form with the recorded cony ante and a c in each aircraft folder involved. TYPE OF CONVEYANCE Aircraft Inventory Security Agreement DATE EXECUTED 01/18)05 FROM Flight Options LLC DOCUMENT NO. %CC-.)(0S/2 4.3 TO OR ASSIGNED TO Raytheon Aircraft Credit Corp DATE RECORDED 7/ 22/ 2 CO5 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: AIRCRAFT (List by registration number) I TOTAI NI IMRFR INVOI %/En 4 N787TAV N792TA N689TA N462CW engine serial Its: PCE-JA0287 PCE-JA0291 PCE-1A0298 PCE-JA0299 PCE-1A0427 PCE-L404211 PCE-100300 PCE-100301 ENGINES I TOTAI • NI IMIWIt INVOI WO R MAKE(S) Pratt de Whitney Canada Ltd JTISD-5 SERIAL NO. See above list PROPELLERS I TOTALNIIMRFR DIVOT VF) 0 MAKE(S) SERIAL NO. SPARE PARTS -LOCATIONS I ROTA] NUMRFR INVOI VFO 0 LOCATION RECORDED CONVEYANCE FILED IN: NTSTTA, Raytheon Aircraft Company 400, serial RK-260 AC FORM 8050-23 0.90 (0052-00-5824000) SDNY_GM_02759148 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246070 EFTA01330533

• • SONY GM 02759149 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246071 EFTA01330534

CERTIFOED COPY TO BE RECORDED BY FAA Z 0 0 6 4 2 3 To be utilized only for a financing under the Facility B Note of an undivided fractional interest in an aircraft (or a trade-in of a fractional interest of an aircraft). AIRCRAFT INVENTORY SECURITY AGREEMIM E VAN C E RECORDED THIS AIRCRAFT INVENTORY SECURITY AGREEMENT (this "Agreement") is entered into pursuant to the terms of that certain Amended and Restated Aircraft DealcaPla€ Flippicira SO Security Agreement, dated as of June 12, 2003 (the "Floor Plan"), by and DettvienRaytheon Aircraft Credit Corporation ("Lender"), as Lender, and Flight Options, LLC, ("Borrow ire EiR AprtAttAtTlt0“ describes collateral in which Borrower hereby grants Lender a security interest in coniffipfsviittimithps loans to Borrower under that certain Floor Plan. A copy of the Floor Plan is attach o:d hereto as Exhibit A. 1. Representations and Warranties of Borrower: In consideration of Lender malting the particular extension of credit to Borrower to be utilized by Borrower to purchase the Aircraft (or an interest therein) specifically described herein ("Extension of Credit"), Borrower, as of the date hereof, hereby reaffirms all of the representations and warranties of Borrower as set forth in the Floor Plan and further reaffirms all of the duties and obligations of Borrower with respect to the Inventory as set forth in the Floor Plan and acknowledges that all such duties and obligations shall apply to the Aircraft (as that term is described below) or interest therein. Borrower further acknowledges that if an Event of Default shall have occurred and be continuing for any reason whatsoever, Lender may exercise any and all of the remedies it may have under the Floor Plan or at law against Borrower or any collateral given as security under this Agreement or the Floor Plan (including, without limitation, the Aircraft). 2. Description of Extension of Credit. The parties agree and acknowledge that (i) this Extension of Credit is based on one hundred percent (100%) of the actual purchase price, as determined under Section 1(g) of the Floor Plan (including, without limitation, Section l(g)(iv) and Section 9(c) of the Floor Plan); (ii) the amount of the Extension of Credit, the initial interest rate applied to, and the maturity date relating to the Extension of Credit are set forth on Schedule A attached hereto and made a part hereof for all purposes; (iii) the payment terms related to the Extension of Credit are set forth on Schedule A attached hereto and made a part hereof for all purposes; (iv) the Extension of Credit is one of the Extensions of Credit as defined in the Floor Plan and one of the Notes (as defined therein and further identified on Schedule A) and governed thereby; and (v) the proceeds of the Extension of Credit will be used by Borrower for a Proper Purpose as defined in Section 2(d) of the Floor Plan. Interest on the Extension of Credit described herein is not waived on any Payment, unless specifically indicated on Schedule A attached hereto. 3. Grant of Security Interest: To secure Borrower's payment and performance of the Notes, all Extensions of Credit made under the Floor Plan and the Notes, all other advances, amounts, debts, liabilities and obligations owed by Borrower to Lender incurred directly or contingently, which arc presently existing or hereafter arising under the Floor Plan, the Notes, and any Security Agreement executed in connection therewith (including this Agreement), and all renewals, extensions, replacements, and modification of the Floor Plan, the Notes and any Security Agreement executed in connection therewith, Borrower hereby grants to Lender (subject to Permitted Liens) a first-priority security interest in and lien on the undivided interests in the respective Lien Interest Percentages shown in Schedule B for each aircraft in the following (the "Collateral): (i) all aircraft described in Schedule B including in (A) their airframes and all engines, propellers, and equipment attached to, installed on, or incorporated into such aircraft (collectively all of the foregoing in this clause (A), the "Equipment"), whether such Equipment is owned on the date of acquisition of the aircraft by Borrower or thereafter acquired by Borrower, and all substitutions, additions, replacements, and returns of the Equipment attached to, installed on, or incorporated into, such aircraft; (B) all parts, fittings, accessories, accessions,. avionics, component parts, instruments, attachments, auxiliary power units, furnishings and loose equipment attached to, installed on, or incorporated into such aircraft or the Equipment (collectively all of the foregoing in this clause (B), the "Parts"), whether such Parts are owned on the date of acquisition of the 65013 ISO"S, rbcoo-s • 4-O6- altio uvr w SDNY_GM_02759150 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246072 EFTA01330535

• • ViI0HVTA0 Alto anourno S2 £ bid gr Par sap 88 03114 NO110bISIOdli .1..1 38/ MAI v SDNY_GM_02759151 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246073 EFTA01330536

0 to al to aircraft by Borrower or thereafter acquired by Borrower, and all substitutions, additions, replacements, and returns of the Parts attached to, installed on, or incorporated into such aircraft or the Equipment; and (C) any and all manuals, logbooks, flight records, maintenance records, and other historical records or information of Borrower relating to the aircraft, the Equipment, or the Parts, whether owned on the date of acquisition of the aircraft by Borrower or thereafter acquired by Borrower (collectively all of the foregoing, the "Aircraft"), which Aircraft shall also include Parts and Equipment temporarily uninstalled from, de-installed from, or unattached to, the aircraft (or other Equipment), (Y) where such Parts and Equipment were previously attached to, installed on, or incorporated into, the aircraft (or other Equipment) or (Z) where such Pans and Equipment were purchased specifically for attachment on, installation in, or incorporation into, the aircraft and which Aircraft constitutes part of the Inventory (as defined in Floor Plan); (ii) All leases, accounts, contracts rights, chattel paper and rental instruments with respect to the Aircraft, now owned or hereafter existing in favor of, or acquired by, Borrower as to which the granting of a lien does not violate any agreement between Borrower and any parent, subsidiary, or Affiliate of Lender (other than Borrower) (collectively, all of the foregoing in which a lien is granted, the "Contracts"); (iii) All reserves or credits, however created, and any other property of, or belonging to, Borrower now or hereafter in the possession or control of Lender and all of Borrower's rights to any rebates, discounts, prepayments, credits, factory holdbacks and incentive payments which may become due to Borrower by any supplier, distributor or manufacturer of the Aircraft with respect to the Aircraft or any part thereof (collectively, "Credits"); (iv) and all cash, rents and non-cash proceeds of the above described Aircraft, Contracts or Credits, including but not limited to insurance payable by reason of loss or damage to any of the Aircraft. The security interest in the above-described Collateral is a purchase money security interest under the Uniform Commercial Code. The proceeds of the Extension of Credit will be used for a "Proper Purpose" as defined in Section 2 of the Floor Plan. 4. Power of Attorney: Borrower hereby authorizes Lender to file any and all financing statements necessary to perfect Lender's security interest in the Collateral. Borrower hereby appoints Lender as Borrower's Attorney-in-Fact to sign in Borrower's name and on Borrower's behalf all FAA bills of sale and registration documents and any and all other papers and documents necessary or appropriate to assist Lender in establishing and maintaining a valid security interest in the Collateral to the extent consistent with this Agreement and the Floor Plan, and to assure that the aircraft described above is titled, registered and the security interest perfected to Lender's reasonable satisfaction, and to do all other things and take all other actions reasonably necessary to give effect to such security interest. Borrower agrees to take all actions reasonably necessary to give effect to such security interest and to perfect it. 5. Remedies and Default: This Agreement is governed by the terms of the Floor Plan, including without limitation its remedial provisions and provisions relating to and describing Events of Default, and the terms and provisions of the Floor Plan are incorporated herein as if fully set forth herein. 6. Confirmation. The parties agree and acknowledge that although this Agreement differs (to account for multiple aircraft) from the form security agreement attached to the Floor Plan, it constitutes one of the Security Agreements contemplated under the Floor Plan and that it secures the Notes (as defined therein) and the Obligations (as defined therein). This Agreement is supplemental to and incorporates the terms of the Floor Plan, and is a Supplemental Aircraft Inventory Security Agreement as contemplated under the Floor Plan. 7. Counterpart: Terms. This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Floor Plan. SDNY_GM_02759152 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246074 EFTA01330537

• • SONY_GM_02759153 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246075 EFTA01330538

to Executed by the parties' duly authorized representative as of January a, 2005. RAYTHEON AIRCRAFT CREDIT CORPORATION By: (SI nature) Name: Andrew A. Mathews Title: President SDNY_GM_02759154 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246076 EFTA01330539

• • SDNY GM 02759155 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246077 EFTA01330540

N 0 0 vt LO Executed by the panics' duly authorized representative as of January". 2005. FLIGHT OPTIONS, LLC By:a JG #5 (Signature) Name: Mark Brody Title: CFO SDNY_GM_02759156 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246()78 EFTA01330541

SDNY_GM_02759157 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246079 EFTA01330542

to M SCHEDULE A ta TO THE Vt AIRCRAFT INVENTORY SECURITY AGREEMENT dated January 2005 1. The amount of the Extension of Credit, and the initial rate applied to, and the maturity date relating to. the Extension of Credit referenced in Section 2 of the Aircraft Inventory Security Agreement to which this Schedule A is attached are as follows: Amount of Extension of Credit: Initial Interest Rate: Maturity Date: Undivided Interest Percentage of the aircraft in which Lien is Granted: For each aircraft and its associated engines, that certain percentage listed on Schedule B attached hereto in connection with such aircraft and engines (the "Lien Interest Percentage") • • The undivided fractional interest represented by the Lien Interest Percentage represents the total undivided fractional interests in each Aircraft in which Lender has a security interest pursuant to the Floor Plan (giving effect to the release of any security interests and liens occurring on or before the date of this Aircraft Inventory Security Agreement as provided in the Floor Plan). 2. The parties agree and acknowledge that the Payment Date, Payment Periods, and Maturity Date relating to this Extension of Credit are as described in the Facility B Note unless the following box is marked with an "X" and the parties agree to the provision below: 3. The parties agree and acknowledge that one of the following provisions is part of the terms relating to the Extension of Credit referenced in Section 2 of the Aircraft Inventory Security Agreement to which this Schedule A is attached (indicated by a check. "X". or other mark in the boxJ: Neither accrual nor payment of interest on the Extension of Credit has been waived on any Payment Date or in any respect. Payment of interest on this Extension of Credit has been waived until the Payment Date at which time all interest theretofore accrued and unpaid on such Extension of Credit shall be paid by Borrower. Accrual and payment of interest on the Extension of Credit has been waived for the first months (the "Waiver Period"). Notwithstanding any provision in the Note to the contrary, interest shall begin to accrue immediately following the end of such Waiver Period. 4. If any part of the fractional interest represented by the Lien Interest Percentage referenced in paragraph I above has been Pre-Sold (in accordance with Section 9(c) of the Floor Plan), then the following additional information applies: Pre-Sold Fractional Interest(s) NA Undivided Fractional Interest Financed by Lender: NA (Lien Interest Percentage less Pre-Sold Fractional Interest(s) percentage immediately above) SDNY_GM_02759158 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246080 EFTA01330543

• • SDNY_GM_02759159 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246081 EFTA01330544

ra ra 01 01 SCHEDULES TO THE AIRCRAFT INVENTORY §ECURITY AGREEMENT dated January /3.2005 Thirty Seven and one-half percent (37.5%) undivided interest of Right Options, LLC in and to the following: one (1) Raytheon Aircraft Company model 400A aircraft bearing manufacturer's serial number RK-260 and United States Registration Number N7S7TA, together with two (2) Pratt & Whitney Canada, LTD. model JT15D-5 aircraft engines bearing manufacturer's serial numbers PCE-JA0287 and PCE-JA0291. • Twelve and one-half percent (12.5%) undivided interest of Flight Options, LLC in and to the following: one (I) Raytheon Aircraft Company model 400A aircraft bearing manufacturer's serial number RK-264 and United States Registration Number N792TA, together with two (2) Pratt & Whitney Canada, LTD. model JTI5D-5 aircraft engines bearing manufacturer's serial numbers PCE-JA0298 and PCE-JA0299. Twelve and one-half percent (12.5%) undivided interest of Flight Options, LLC in and to the following: one (I) Raytheon Aircraft Company model 400A aircraft bearing manufacturer's serial number RK-327 and United States Registration Number N689TA, together with two (2) Pratt & Whitney Canada, LTD. model JT1513-5 aircraft engines bearing manufacturer's serial numbers*PCE-JA0427 and PCE-JA0428. Twenty Five percent (25%) undivided interest of Flight Options, LLC in and to the following: one (1) Beech model 400A aircraft bearing manufacturer's serial number RIC-62 and United States Registration Number N462CW, together with two (2) Pratt & Whitney Canada, Ltd. model IT I5D-5 aircraft engines bearing manufacturer's serial numbers PCE- 100300 and PCE- I 00301. (each of the above described engines arc in excess of 750 rated takeoff shaft horsepower) 6 SDNY_GM_02759160 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246082 EFTA01330545

• • SDNY GM 02759161 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246083 EFTA01330546

• EXHIBIT A AMENDED AND RESTATED AIRCRAFT DEALER FLOOR PLAN FINANCING & SECURITY AGREEMENT This Amended and Restated Aircraft Dealer Floor Plan Financing & Security Agreement (this "Agreement") made lune 11. 2003 by and between Raytheon Aircraft Credit Corporation, a Kansas corporation, having its principal office at 10511 East Central, Wichita, Kansas 67206 ("Lender') and Flight Options, LLC, a Delaware limited liability company, having its principal place of business at 26180 Curtiss-Wright Pkwy., Richmond Heights, OH 44143 ("Borrower"). WHEREAS, Borrower engages in the business of buying, selling and generally dealing in aircraft and fractional interests therein (including without limitation, fixed wing, jet, and turbo prop aircraft and other types of related equipment), at retail or otherwise, and Borrower hereby requests Lender to make extensions of credit from time to time to enable Borrower to finance the acquisition and/or the ownership of such aircraft, fractional interests, and related equipment; WHEREAS, Lender is willing to make the extensions of credit, subject to the terms and conditions of this Agreement and the other Debt Documents (as defined below); WHEREAS, Borrower and Lender entered into that certain Aircraft Dealer Floor Plan Financing & Security Agreement dated as of February 7, 2003 (the "Original Agreement") and that certain Advancing Term Note, dated as of February 7, 2003, in the original principal amount shown on Schedule A attached hereto (the "Original Note"); WHEREAS, the Original Agreement and the Original Note were modified by that certain Modification of Note and Aircraft Dealer Floor Plan Financing & Security Agreement dated as of April 24, 2003 (the "First Modification"; the Original Note as so modified the "Initial Revolving Note"); WHEREAS, the Initial Revolving Note was amended and restated by the Amended and Restated Revolving Note, dated as of May 2, 2003, in the original principal amount shown on Schedule A attached hereto (the "Amended and Restated Note"), pursuant to the Modification No. 2 of Note and Aircraft Dealer Floor Plan Financing & Security Agreement, filed with the FAA. (as defined below) on May 2, 2003 (the "Second Modification"), by which the Original Agreement was also modified (the Original Agreement, as amended by the First Modification and as further amended by the Second Modification, the "Amended Agreement"); WHEREAS, in connection with the Original Agreement, the Amended Agreement, the Initial Revolving Note and/or the Amended and Restated Revolving Note, Borrower and Lender have previously entered into the security agreements described and defined on Appendix A attached hereto (collectively the "Prior Security Agreements"); WHEREAS, Borrower and Lender desire to amend and restate the provisions of the Amended Agreement in their entirety and to further amend and restate the provisions of such MA01:307449.40 I ca es 01w SDNY_GM_02759162 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246084 EFTA01330547

• • I SDNY GM 02759163 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246085 EFTA01330548

a Amended and Restated Revolving Note in their entirety, to among other things, establish two revolving lines of credit; and WHEREAS, any indebtedness that was incurred undcr the Initial Revolving Note or such Amended and Restated Revolving Note for the purchase of aircraft and related equipment from Raytheon (as hereinafter defined) that is outstanding on the date hereof, will be deemed outstanding under the Revolving "A" Commitment (as hereinafter defined) and will be evidenced by the Facility A Note (as hereinafter defined), and any other indebtedness that was outstanding on the date hereof and that was incurred under the Initial Revolving Note or such Amended and Restated Revolving Note, including all indebtedness incurred for the purchase of fractional interests in aircraft and related equipment will be deemed outstanding under the Revolving "B" Commitment (as hereinafter defined) and will be evidenced by the Facility B Note (as hereinafter defined); NOW, THEREFORE, in consideration of mutual promises, and of the covenants and conditions of this Agreement, the parties, intending to be legally bound, hereto amend and restate the Amended Agreement and agree as follows: 1. Amounts and Terms of Extensions of Credit: (a) General. Borrower hereby requests Lender, and Lender hereby agrees pursuant to the terms and conditions hereof, to make loans, denominated in United States Dollars, to Borrower (each such loan, an "Extension of Credit", and all such loans collectively, the "Extensions of Credit") from time to time, the proceeds of which will be used by Borrower for Proper Purposes (as hereinafter defined). (b) Facility A Revolver. Lender agrees, on the terms and conditions hereinafter set forth, to make Extensions of Credit to Borrower from time to time on any Business Day during the period from, and including, the date hereof until, and including, May it 2006 (the "Final Funding Date"). The aggregate amount of outstanding Extensions of Credit under the Facility A Revolving Note shall not exceed at any time outstanding the amount listed on Schedule A (the "Revolving "A" Commitment"). Each Extension of Credit under the Revolving A Commitment (a "Facility A Extension of Credit') shall be in an amount as provided in Section 1(g) hereof. Within the limits of the Revolving A Commitment, Borrower may borrow, prepay pursuant to Sections 1(d) and 1(e) hereof, and reborrow under this Section 1(b). In any event, the revolving line of credit evidenced by the Facility A Note shall terminate and all outstanding Extensions of Credit made under the Facility A Note shall become due and payable including all accrued interest on June 'I, 2006 (the "Facility A Maturity Date"). (c) Facility B Revolver. Lender agrees, on the terms and conditions hereinafter set forth, to make additional Extensions of Credit to Borrower from time to time on any Business Day during the period from, and including, the date hereof until, and including, the Final Funding Date. The aggregate amount of outstanding Extensions of Credit shall not exceed at any time outstanding the amount listed on Schedule A (the "Revolving "B" Commitment"). Each Extension of Credit under the Revolving B Commitment (a "Facility B Extension of Credit") shall be in an amount as provided in Section 1(g) hereof. Within the limits of the Revolving B Commitment, Borrower may borrow, prepay pursuant to Section 1(d) and 1(e) hereof, and 2 AUSOI 307449.40 SDNY_GM_On591f74 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246086 EFTA01330549

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reborrow under this Section 1(c). In any event, the revolving line of credit evidenced by the Facility B Note shall terminate and all outstanding Extensions of Credit made under the Facility B Note shall become due and payable including all accrued interest on lune 11 2006 (the "Facility B Maturity Date") (the Facility A Maturity Date and the Facility B Maturity Date are collectively referred to as.the "Facilities Maturity Date"). • • (d) Making the Extensions of Credit. Each Extension of Credit shall be made upon (i) written notice by Borrower to Lender or its designee (in the case of a Facility A Extension of Credit, the "Notice of Facility Borrowing" and in the case of a Facility B Extension of Credit, the "Notice of Facility B Borrowing"), given not later than 11:00 A.M. (Kansas time) at least five (5) Business Days prior to the proposed date for the advance of the Extension of Credit (the "Proposed Borrowing Date"); and (ii) receipt by Lender or its designee, at or before the Lender receives such Notice of Facility A Borrowing or Notice of Facility B Borrowing, as applicable, in form and substance satisfactory to Lender in its reasonable discretion, all documents, certificates, resolutions, opinions, subordination and other instruments ner.cs•ry to complete the financing of the aircraft or fractional interest therein including director's resolutions approving the Extension of Credit, closing certificates, pay proceeds letters, bills of sale, long form bills of sale, insurance certificates, registrations, title searches, curative title documents, opinions, amendments to such documents as required by a title lawyer but excluding such documents as would create a new source of credit support for the transactions such as a guaranty (collectively, the "Closing Documents"). Each Notice of Borrowing shall specify the amount of the proposed borrowing and the Proposed Borrowing Date and shall include an amount requested for the Outfitting Allowance (as that term is defined below), if applicable. Each Notice of Borrowing shall have attached thereto the documents and substantiation required under this Section 1(d) and Section 1(g) hereof. Upon fulfillment of the applicable conditions set forth in Section 4 hereof and herein and Lender's receipt and approval of all Closing Documents, which approval (or denial of approval) shall not be unreasonably delayed, Lender will make such Extension of Credit available to Borrower in same day funds three (3) Business Days later (hereinafter, the "Borrowing Date"). The aforementioned three (3) Business Days may be part of the five (5) Business Days required under clause (i) of this Section 1(d), provided that Borrower has submitted and Lender has approved all Closing Documents at least three (3) Business Days prior to the Proposed Borrowing Date, which, in such event, shall become the Borrowing Date. Borrower may give Lender telephonic notice by the required time of any proposed borrowing under this Section 1(d); provided that such telephonic notice shall be promptly confirmed in writing by delivery of a Notice of Borrowing to Lender. Each Notice of Borrowing shall specify that the proceeds will be used for a proper purpose under this Section 1(d). A proper purpose for the use of the proceeds of a Facility A Extension of Credit is the purchase of aircraft and related equipment, whether new or used, by Borrower from Lender or any parent, subsidiary or Affiliate of Lender (other than Borrower) (herein referred to as "Raytheon"). A proper purpose for the use of the proceeds of a Facility B Extension of Credit includes the following: (i) the purchase of aircraft and related equipment, whether new or used, by Borrower from panics other than Raytheon; (ii) the financing of existing aircraft and related equipment or fractional interests in aircraft owned by Borrower; or (iii) the repurchase of fractional interests in, or the financing of such repurchases in connection with a trade-in of, aircraft and related equipment from customers of Borrower's aircraft fractional ownership and management business (singly, a "Customer"; collectively, the AUSO 007449.40 3 SDNY_GM_02759166 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246088 EFTA01330551

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NULCilt,1 • "Customers"). In all cases, for a use of proceeds of an Extension of Credit to be deemed to be a use for a proper purpose, the aircraft (or fractional interest therein) that is purchased, financed or repurchased with such proceeds shall be aircraft of a size and type that falls within the business plan adopted by the Board of Directors of Borrower, as amended from time to time provided however that amendments to the business plan shall only be effective to amend the business plan for purposes of this subsection if such amendments are made while Raytheon has a majority representation on the Board of Directors of Borrower. The term "Proper Purpose" shall hereafter mean any proper purpose described in this Section 1(d). (e) payment by Lender. In accordance with the provision of Section 1 hereof and on or after any Borrowing Date and Lender's approval of the Closing Documents relating to an Extension of Credit, Lender is hereby authorized and directed to pay on Borrower's behalf, the amount of any invoice for any items of Collateral (as that term is defined below) submitted to Lender by Borrower upon receipt by Lender of such invoice and other instruments required by Lender to evidence the Extensions of Credit and the Collateral securing such Extensions of Credit. LENDER, TN ITS REASONABLE JUDGMENT, SHALL (WITHOUT PREJUDICE TO BORROWER'S RIGHTS AGAINST ANY OTHER PARTIES) DETERMINE THE ELIGIBILITY OF ANY SUCH INVOICES FOR ADVANCES UNDER THIS AGREEMENT (SUCH AS WHETHER THE INVOICE SUPPORTS AN ADVANCE FOR A PROPER PURPOSE OR MEETS OTHER SUCH REQUIREMENTS OF THIS AGREEMENT), AND SHALL BE ENTITLED TO ASSUME THAT ALL SUCH INVOICES ARE GENUINE AND CORRECT AND THAT ALL INVENTORY HAS BEEN DELIVERED TO BORROWER IN SATISFACTORY CONDITION AND HAS BEEN UNCONDITIONALLY AND IRREVOCABLY ACCEPTED BY BORROWER. Payments, when so made by Lender for an item of Borrower's Inventory (as hereinafter defined), shall be deemed to be a Facility A Extension of Credit, if such item is to be purchased with the proceeds of a Facility A Extension of Credit, or a Facility B Extension of Credit, if such item is to be purchased with the proceeds of a Facility B Extension of Credit, and shall in any event become due and payable by Borrower pursuant to the terms of this Agreement. (f) )Dotes. To evidence the Facility A Extensions of Credit, Borrower shall execute and deliver to Lender that certain Amended and Restated Revolving Note in the original principal amount shown on Schedule A attached hereto (the "Facility A Note", and a "Note") which Facility A Note shall be in the form of Exhibit A hereto. To evidence the Facility B Extensions of Credit, Borrower shall execute and deliver to Lender that certain Amended and Restated Revolving Note in the original principal amount shown on Schedule A attached hereto (the "Facility B Note," and a "Note," and together with the Facility A Note, the "Notes"), which Facility B Note shall be in the form of Edchibit B hereto. All Facility A Extensions of Credit made hereunder shall be evidenced by the Facility A Note and shall be repaid in accordance with such Note and this Agreement. All Facility B Extensions of Credit made hereunder shall be evidenced by the Facility B Note and shall be repaid in accordance with such Note and this Agreement. Concurrently with Borrower's execution and delivery of the Facility B Note, Lender will mark "Amended and Restated," the Initial Revolving Note and any Extensions of Credit already made under the Advancing Tarn Note or the Initial Revolving Note, will be governed by and reduce the amount available under the Facility A Note or Facility B Note, as applicable. Borrower acknowledges that $8,125,000 is outstanding as of May 27, 2003 under the Facility A Note and that such outstanding amount shall be governed by the terms AUS01:301449.40 4 SDNY_GM_02759168 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246090 EFTA01330553

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of this Agreement, but that interest shall not begin to accrue as to such $8,125,000 in outstanding principal until the expiration of the Waiver Period (as defined in two Aircraft Inventory Security Agreements, each dated April 8, 2003, one relating to an Extension of Credit in the original principal amount of $5,000,000, the other relating to an Extension of Credit in the original principal amount of $4,062,500), and the Borrowing Date shall be the date that the Extensions of Credit were initially advanced under the Original Agreement or the Amended Agreement (as modified), as applicable. Borrower acknowledges that $4,305,843.53 is outstanding as of May 27, 2003 under the Facility B Note and that such amount outstanding shall be governed by the terms of this Agreement but that the Borrowing Date shall be the date that the Extension of Credit was initially advanced under the Amended Agreement as modified. (g) Amount of Extension of Credit. The amount of any Extension of Credit shall be equal to one hundred percent (100%) of the actual purchase price (subject to Section 1(g)(iv) below and to Section 9(c) hereof), excluding Taxes (as defined below) and other governmental fees, of the aircraft and related equipment being acquired or of the existing aircraft and related equipment being financed by Borrower or of the fractional interest in an existing aircraft being repurchased by Borrower from Customers, plus, in the case of a used aircraft and related equipment of which Borrower will, after giving effect to the application of the proceeds of such Extension of Credit, own one hundred (100%) of the fractional interests therein, the amount of the Outfitting Allowance (as hereafter defined) in the portions and on the dates provided below. The Outfitting Allowance for each aircraft model type is subject to a maximum amount, as shown in Schedule B attached hereto (the "Maximum Outfitting Allowance"). (i) The term "Outfitting Allowance" for any such used aircraft shall mean the amount equal to the lesser of (i) the Procurement Costs in connection with the outfitting of such aircraft as set forth in the Procurement Budget (as hereinafter defined) for such aircraft and (ii) the Maximum Outfitting Allowance for that aircraft model type. The term "Procurement Costs" shall mean capital expenditures made or expenses incurred in connection with labor, materials, equipment, and services provided by Persons other than Borrower or Affiliates of Borrower (other than Raytheon) in arm's length transactions excluding labor, overhead expenses, and inspection expenses of Borrower and Borrower's Affiliates (other than Raytheon), Taxes and other governmental fees. The term "Procurement Costs" may also include any initial cost to enroll in an engine maintenance program ("Engine Maintenance Cost") in connection with the engines for a used aircraft being financed hereunder but shall not include any monthly charges associated with such engine maintenance program. For any Engine Maintenance Cost to be acceptable as a Procurement Cost, (i) the provider of the engine maintenance program must be reasonably acceptable to Lender and Lender hereby confirms that Honeywell and Williams-Rolls are acceptable providers; (ii) Borrower shall supply Lender with (A) evidence of enrollment in the program, and (B) with evidence of payment of the initial cost of such program to such provider, or with evidence that all conditions precedent to enrollment have been met except for payment of the initial cost for enrollment and showing the amount of the initial cost for enrollment; and (iii) Borrower shall supply Lender with a copy of the engine maintenance contract signed by all necessary parties thereto, which shall evidence a program whose benefits will inure (if the contract itself cannot be transferred) to the benefit of a new owner of the engines. In the event Borrower requests an Outfitting Allowance that exceeds the Maximum 5 AUS01907449.<0 SDNY_GM_027591 70 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246092 EFTA01330555

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4121 44 44 ‘,3 Outfitting Allowance, Lender, at its sole discretion and option, may increase the applicable Maximum Amount. (ii) With regard to an Extension of Credit relating to a used aircraft to be outfitted by Persons that are not Borrower or Affiliates of Borrower (other than Raytheon) as to which the Outfitting Allowance is less than or equal to $300,000, Lender agrees to advance the full amount of the Outfitting Allowance on the Borrowing Date for such Extension of Credit, upon receipt of a budget prepared by Borrower in good faith based upon written estimates received from third parties ("Substantiation"), setting forth such written estimates received from third parties that itemize in reasonable detail, the Procurement Costs in connection with the proposed outfitting of such used aircraft (the "Procurement Budget"). Upon completion of the outfitting of such used aircraft, Borrower shall provide Lender with a certificate of final completion in the form and substance of Exhibit C attached hereto (a "Certificate of Final Completion") and copies of the invoice or invoices, or other statements substantiating the actual Procurement Costs incurred by Borrower in connection with such outfitting. If the portion of the Extension of Credit attributable to the Outfitting Allowance made on the Borrowing Date exceeds the actual substantiated costs of the outfitting by more than 530,000, Borrower agrees to make a prepayment to Lender in the amount of any such excess. (iii) With regard to an Extension of Credit relating to a used aircraft to be outfitted by Persons that are not Borrower or Affiliates of Borrower (other than Raytheon) as to which the Outfitting Allowance exceeds $300,000, Lender agrees to advance, upon receipt of a Procurement Budget and Substantiation, (A) the greater of $300,000 and 50% of the Outfitting Allowance on the Borrowing Date for such Extension of Credit; and (B) the balance of the Outfitting Allowance upon completion of the outfitting of such used aircraft and the delivery to Lender by Borrower of a Certificate of Final Completion and copies of the invoice or invoices, or other statements substantiating the actual Procurement Costs incurred by Borrower in connection with such outfitting. (iv) Lender shall at all reasonable times have the right to inspect any aircraft as to which Lender has made an Extension of Credit to Borrower, including any aircraft as to which an Extension of Credit is made attributable to an Outfitting Allowance. Notwithstanding any of the foregoing, Lender shall have the right to determine whether to advance 100% of the actual purchase price of any aircraft (and related equipment) or fractional interest being acquired or repurchased by Borrower or a lesser amount based upon the high wholesale marketable price of such aircraft (and related equipment) or fractional interest being acquired as set forth in the then current Aircraft Blue Book Price Digest published by PRIMEDIA Business Magazines and Media or any other source mutually agreed upon between Borrower and Lender (the "High Wholesale Marketable Price"). In any event, the amount of the purchase price (A) shall reflect solely the consideration paid for the aircraft and related equipment being advanced and shall not include consideration for any side agreement, whether an increase in the purchase price in exchange for air time or other benefit; and (B) shall not exceed the sales price for the entire aircraft derived by (i) using the price at which Borrower has generally offered for sale, has generally pre-sold, or is generally offering or selling fractional interests in the 6 AUSOI :307449.40 SDNY_GM_02759172 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246094 EFTA01330557

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e.tst-Gati, aircraft being financed and (ii) assuming that 100% of the fractional interests in the aircraft will be sold at such price (or, in the case of a fractional interest being financed hereunder, using the price at which Borrower has offered for sale, has pre-sold, or is offering or selling such fractional interest); and Borrower agrees to provide Lender with a price list showing the sales price of all aircraft offered. Unless Borrower has provided written notice to tender of a bona fide dispute regarding any invoice, Lender shall have the right to pay any Procurement Costs directly to any third party supplier, provider, or outfitter of any such aircraft as to any invoice submitted to Lender by Borrower and any such payments shall be Extensions of Credit hereunder and deemed to be part of the Outfitting Allowance for such aircraft. Lender shall not be required to make any Extension of Credit for any Outfitting Allowance for any new aircraft or any aircraft (or fractional interest in an aircraft) repurchased by Borrower from its Customers. 2. Payments: (a) pavrnent Date. "Payment Period" shall mean, with respect to any Extension of Credit, (i) initially the period from the date that such Extension of Credit is made through to and including the same day of the month that is three months subsequent to such beginning date, and (ii) thereafter, each successive period of three calendar months (each a calendar quarter) shall commence on the day of the then expiring Payment Period. The last day of each Payment Period shall be the "Payment Date". The first Payment Period will commence on the date of funding and each subsequent Payment Period will commence thereafter, as described above, except that: (a) if there is no such numerically corresponding day in that month, it will commence on the last day of that month; (b) if a Payment Period would otherwise overrun the Maturity Date (as defined below), it will end on the Maturity Date; and (c) if a Payment Period would otherwise begin on a non•Business Day, the preceding Payment Period shall be shortened so that the next Payment Period commences on the Business Day prior to the date on which that Payment Period would otherwise have commenced. All payments by Borrower under this Agreement shall be made on the Payment Date no later than close of business New York time in U.S. Dollars in immediately available cleared funds by wire transfer in accordance with the wire transfer instructions shown on Schedule A attached hereto, to Fleet Bank, or to such other account or bank as may from time to time be designated by Lender. (b) Maturity Date. The Maturity Date with respect to any Extension of Credit, shall be the earliest of (i) the fifth (5th) Payment Date for such Extension of Credit; (ii) the date upon which one or more of the Notes is accelerated; (iii) the Facilities Maturity Date; or (iv) such other payment date as provided in the Security Agreement relating to such Extension of Credit (the earliest of (i)-(iv), the "Maturity Date"). All outstanding principal and accrued interest on any Extension of Credit shall be due and payable on the Maturity Date related to such Extension of Credit. (c) Repayment; Interest. Subject to the other terms and conditions hereof, Borrower shall repay, and does hereby promise to pay to the order of Lender, all Extensions of Credit, together with interest thereon, in accordance with the terms set forth in this Agreement, the Note, and any Debt Document (as hereinafter defined). Interest shall accrue on the unpaid principal balance of any Extension of Credit, outstanding from time to time, from the date of disbursement by Lender and shall be computed as simple interest on the basis of the actual days elapsed and on 7 AM:W.10744So 40 SDNY_GM_02759174 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246096 EFTA01330559

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• • the basis of a 30-day month and a 360-day year (excluding the date of payment.) Except as otherwise provided herein, interest shall accrue on each Extension of Credit at the Applicable Wholesale Rate as set forth on Scheduleli attached hereto. The initial Applicable Wholesale Rate for each Extension of Credit will be that rate as set forth in Schedule A to the Security Agreement executed and delivered as a condition to obtaining such Extension of Credit and is the interest rate applicable to the initial period. Borrower shall pay, without duplication, accrued interest quarterly in arrears on each Payment Date; provided however that any accrued but unpaid interest, together with all other accrued and unpaid charges and amounts owing hereunder and under the Note relating to such Extension of Credit, shall be payable on the Maturity Date applicable to such Extension of Credit. The Lender, at its sole discretion, may waive in writing the payment of accrued interest for a time period indicated by Lender in writing. Notwithstanding anything contained herein to the contrary, interest shall not accrue on any part of an Extension of Credit that is attributable to an Outfitting Allowance where such portion attributable to the Outfitting Allowance has not been advanced to Borrower by reason of Section 1(g)(iii) hereof, until such time as such portion has been advanced to Borrower, pursuant to Section l(gXiii)hereof, at which time interest shall accrue on the unpaid principal balance of such portion outstanding from time to time and be payable quarterly in arrears on any subsequent Payment Date. Nothing herein to the contrary withstanding, if and while any payment with respect to an Extension of Credit is overdue by more than ten (10) days, interest shall accrue on the entire principal of such Extension of Credit at the lesser of (i) the Applicable Wholesale Rate plus three percent (3%) per annum or (ii) the Maximum Rate (the "Default Rate"). All payments of principal and interest on any Extension of Credit shall be due and payable in lawful money of the United States. The acceptance by Lender of any payment which is less than payment in full of all amounts due and owing at such time shall not constitute a waiver of Lender's right to receive payment in fa at such time or at any prior or subsequent time. (d) ,Principal Payments. In the event Borrower shall sell an aircraft financed hereunder or a fractional interest in any such aircraft or otherwise financed hereunder, Borrower agrees that it shall, contemporaneously with the sale of such aircraft or fractional interest, repay all (or in the case of a fractional interest, a pro rata percentage) of the original principal balance of the Extension of Credit related to such aircraft in accordance with Sections 2(g) and 9 hereof (the "Principal Reduction Payments"). Principal in the amount of five percent (5%) of the original principal balance of any Extension of Credit shall be payable on the second (2nd) Payment Date with respect thereto and principal in the amount of an additional five percent (5%) of the original principal balance of any Extension of Credit shall be payable on the fourth (4th) Payment Date with respect thereto (collectively, the "Principal Payments") or on other such Payment Date as provided in the Security Agreement relating to such Extension of Credit. Any Principal Reduction Payments shall be credited against Principal Payments due or to become due so that on the date any Principal Payment is due, Borrower shall be required to pay only an amount that, when added to the aggregate of all Principal Reduction Payments, Principal Payments and prepayments previously made by Borrower, would result in an aggregate reduction of five percent (5%) or ten percent (10%), as applicable,.of outstanding principal of the related Extension of Credit, as applicable. The outstanding principal balance of any funds advanced to Borrower upon completion of the related outfitting, which funds constitute Ran of an Extension of Credit attributable to an Outfitting Allowance, shall be due and payable, together with accrued interest to the extent not previously paid, on the Maturity Date related to the Extension of Credit made with respect to the aircraft for which such Outfitting Allowance was ALISO 1:107449.40 8 SDNY_GM_02759176 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246098 EFTA01330561

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• granted. Principal Payments will be made in accordance with the wire instructions provided by the Lender upon making the Extension of Credit as amended from time to time. (e) Optional Prepayment. As long as no Event of Default has occurred and is continuing and no event which, with the passage of time or the giving of notice or both, would result in an Event of Default, has occurred and is continuing, Borrower shall have the right to prepay any Extension of Credit in full or in part without premium or penalty on any Business Day. Prepayments received will be credited first against accrued interest past-due or then due and payable in accordance with Section 2(c) of this Agreement as to any and all Extensions of Credit, and second shall be applied to any outstanding principal, past-due or then due and payable as to any Extensions of Credit, and third shall be applied to the scheduled Principal Payments of any Extension of Credit as directed by Borrower, provided however that Borrower may make no more than three (3) optional prepayments in any calendar year, exclusive of: (i) any prepayments equal to or greater than $250,000; (ii) any prepayments that are a payment in full of any Extension of Credit; and (iii) any prepayments made pursuant Jo Section 8. Each prepayment shall be applied to one particular Extension of Credit selected by the Borrower, and to such Principal Payments thereof as are selected by the Borrower. Borrower shall also have the right to prepay, whenever an Event of Default occurs and is continuing, or an event, which, with the passage of time or the giving of notice or both, would result in an Event of Default, occurs and is continuing, all Obligations hereunder, including without limitation, all Extensions of Credit outstanding hereunder, without premium or penalty on any Business Day. Such prepayment will be credited kis against accrued interest and second against principal and third against any other Obligations as defined herein. In the event Borrower intends to prepay its Obligations as provided in this Section 2(e), Borrower shall provide notice of such intent to Lender and the Business Day in which Borrower intends to make such prepayment sufficiently in advance of the prepayment so that Lender will have the time to provide the certificate and the reasonable time to Borrower required under the following sentence. Lender shall have the right to refuse such prepayment if such prepayment fails to pay all Obligations as defined herein in full, provided that Lender has first delivered a certificate setting forth the Obligations of Borrower as of that Business Day with reasonable time for Borrower to act thereon. If the prepayment of all of the Obligations occurs on a Business Day on which an Event of Default exists and is continuing, or at such time as an event exists, which, with the passage of time or the giving of notice or both, would result in an Event of Default, Lender shall, notwithstanding such prepayment in full have the right to terminate all commitments hereunder and refuse to make any additional Extensions of Credit hereunder. (f) Mandatory Prepayment: Continuation of Loss. The Extension of Credit used to finance an existing aircraft, a fractional interest in an existing aircraft or to purchase of an aircraft or a fractional interest in an aircraft wherein such aircraft or fractional interest therein serves as Collateral for any Extension of Credit shall be prepaid upon an Event of Loss with respect to such aircraft (or an aircraft of which an interest being financed hereunder is a part) that has occurred and shall have continued for ninety (90) consecutive days. The term "Event of Loss" in this subparagraph (f) shall mean with respect to an aircraft or in which a fractional interest thereof serves as Collateral for an Extension of Credit hereunder, the theft, disappearance, confiscation, sequestering, seizure, destruction or damage beyond repair of any such aircraft (and related equipment) or the rendition of such aircraft permanently unfit for its originally intended use. An Event of Loss with respect to an aircraft that serves, or in which a AUS01:307449.40 9 SDNY_GM_02759178 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 00246100 EFTA01330563

0 0 SDNYGM02759179 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246101 EFTA01330564

• fractional interest serves, as Collateral for an Extension of Credit shall be deemed to continue until, and only until, the date that such aircraft if prior to the date on which prepayment is due, is recovered. (g) Mandatory Prepayments: Sale of Aircraft or Fractional Interest. The Extension of Credit used to finance an existing aircraft or a fractional interest in an existing aircraft that serves as Collateral for such Extension of Credit or to finance the purchase of an aircraft or a fractional interest in an aircraft that serves as Collateral for such Extension of Credit shall be prepaid as provided in Section 9(b) if such aircraft or fractional interest, as the case may be, is sold. (h) Unconditional Obligation. Borrower's obligation to pay Lender the entire amount of each Extension of Credit, together with any and all interest thereon, shall be absolute and unconditional and shall not be subject to any offset, recoupment or other reductions. All payments by Borrower shall be in immediately available funds in U.S. Dollars, and shall be applied first to interest and then to principal. 3. Collateral: (a) General. Each Security Agreement and lien granted thereunder, shall secure the payment and performance of the Notes, all Extensions of Credit made hereunder and thereunder, and all other advances, amounts, debts, liabilities and obligations owed by Borrower to Lender, incurred directly or contingently, which are presently existing or hereafter arising whether under this Agreement, the Notes, and any Security Agreement executed in connection herewith, and any renewals, extensions, replacements, and modifications of this Agreement, the Notes and any Security Agreement executed in connection therewith (all of the foregoing collectively, the "Obligations"). Payment of the Obligations shall be (subject to the Permitted Liens and Section 3(b) and the last sentence of Section 6(f) hereof), secured by, a perfected, first-priority collateral assignment of and security interest to and for the benefit of Lender in the following (the "Collateral"): (i) All inventory which is at the time financed by Lender consisting of all the aircraft (as defined hereafter) or fractional interests therein, engines and other property described in any Supplemental Aircraft Inventory Security Agreement executed in connection with this Agreement and recorded with the FAA, and related trade-ins at the time financed by Lender and described in any Supplemental Aircraft Inventory Security Agreement executed in connection with this Agreement and recorded with the FAA, which aircraft (as defined hereafter), engines, other property and trade-ins are now or hereafter owned or in the possession, custody or control of Borrower, wherever located (collectively, the "Inventory"); (ii) All leases, accounts, contracts rights, chattel paper and rental instruments with respect to the Inventory, now owned or hereafter existing in favor of, or acquired by, Borrower as to which the granting of a lien does not violate any agreement between Borrower and any parent, subsidiary, or Affiliate of Lender (other than Borrower) (collectively, all of the foregoing in which a lien is granted, the "Contracts"); (iii) All reserves or credits, however created, and airy other property of, or belonging to, Borrower now or hereafter in the possession or control of Lender and all of Borrower's rights to any rebates, discounts, prepayments, credits, factory holdbacks and incentive payments which may become due to Borrower by any supplier, distributor or manufacturer of Inventory with respect to any of AUS01307149.40 10 a SDNY_GM_02759180 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246 I02 EFTA01330565

• SONY_GM_02759181 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246103 EFTA01330566

• a '4 the Inventory (collectively, "Credits"); (iv) and all cash, rents and non-cash proceeds of the above described Inventory, Contracts or Credits, including but not limited to insurance payable by reason of loss or damage to any of the Inventory. The term "aircraft" as used throughout this Agreement, in any financing statement and security agreement relating hereto, and in the definition of Inventory shall include with respect to any aircraft (i) the airframe and all engines, propellers, and equipment attached to, installed on, or incorporated into such aircraft (collectively, all of the foregoing in this clause (i), the "Equipment"), whether such Equipment is owned on the date of acquisition of the aircraft by Borrower or thereafter acquired by Borrower, and all substitutions, additions, replacements, and returns of the Equipment attached to, installed on, or incorporated into, such aircraft; (ii) all parts, fittings, accessories, accessions, avionics, component parts, instruments, attachments, auxiliary power units; furnishings and loose equipment attached to, installed on, or incorporated into such aircraft or the Equipment (collectively all of the foregoing in this clause (ii), the "Parts"), whether such Parts are owned on the date of acquisition of the aircraft by Borrower or thereafter acquired by Borrower, and all substitutions, additions, replacements, and returns of the Parts attached to, installed on, or incorporated into such aircraft or the Equipment; and (iii) any and all manuals, logbooks, flight records, maintenance records, and other historical records or information of Borrower relating to the aircraft, the Equipment, or the Parts, whether owned on the date of acquisition of the aircraft by Borrower or thereafter acquired by Borrower. The term "aircraft" shall also include Parts and Equipment temporarily uninstalled from, dc-installed from, or unattached to, the aircraft (or other Equipment), (i) where such Parts and Equipment were previously attached to, installed on, or incorporated into, the aircraft (or other Equipment), or (ii) where such Parts and Equipment were purchased specifically for attachment on, installation in, or incorporation into, the aircraft. (b) Release of Collateral. • Lender agrees to release its security interests and liens in and to the particular Aircraft or fractional interest or other property described in any Prior Security Agreement or any Supplemental Aircraft Inventory Security Agreement upon payment in full of the Extension of Credit made to purchase such Aircraft or fractional interest or other property; provided however, that as to its security interests and liens in fractional interests, Lender shall only be required to release its security interest and liens in undivided interests in amounts of 3.125% or greater percentages that are derived by multiplying 3.125% by .a whole number (upon payment). In furtherance of the foregoing, whenever Lender is obligated to release any security interest in or lien in, to, or on any property pursuant to this Agreement, Lender will make all necessary recordings and filings (including, without limitation, releases in the FAA registry as to each conveyance by Borrower in favor of Lender creating such security interest or lien in such property and the release of any security interest or lien granted in the Original Agreement or the Amended Agreement in such property (but not in any other property in which a security interest or lien was granted pursuant to the Original Agreement or the Amended Agreement to the extent that Lender is not required, pursuant to this Agreement, to release its security interest or lien in such other property) and amendments of each UCC financing statement indicating such property as collateral relating to such security interest or lien and naming Lender as secured party and Borrower as debtor), each in form and substance reasonably satisfactory to Borrower, necessary to assure that such property is free and clear of any interest granted by Borrower in favor of Lender. Lender hereby agrees to make and do such acts and things as Borrower may from time to time reasonably request for the better evidencing, confirmation, and validation of any Lender's release that is required by this Agreement, of any security interest or lien granted by Borrower in favor of Lender. Without limiting the generality of the foregoing, in each case in AUS01:307.49A0 I SDNY_GM_02759182 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246104 EFTA01330567

• • SDNYGMJ32759183 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246 I 05 EFTA01330568

which Lender shall have released, pursuant to this Agreement, its security interest in and lien in, to, or on any aircraft (or fractional interest therein) or other property, Lender will, upon Borrower's request, execute and deliver to any prospective buyer or prospective insurer of the title of such aircraft (or fractional interest therein) or other property, a written acknowledgment and confirmation (in form and substance reasonably satisfactory to Borrower) that Lender has released its security interest in and lien in, to, and on such aircraft (or fractional interest therein) and such other property. Lender agrees that, after Borrower has paid all Extensions of Credit used to finance aircraft (or fractional interests therein) described in any of the Prior Security Agreements, Lender shall release all security interests and liens created pursuant to the Original Agreement and the Amended Agreement. Lender's obligations under this Section 3(b) shall survive the payment in full of all Extensions of Credit and the expiration or termination of the Revolving "A" Commitment, the Revolving "B" Commitment, and any or all of this Agreement and the Closing Documents in whole or in part. • (c) Confirmation of Prior Liens. Borrower hereby agrees and confirms that the liens and security interests granted under Prior Security Agreements, the Amended Agreement, and the Original Agreement (but as regards the Original Agreement and the Amended Agreement only insofar as the Collateral described therein relates to an aircraft (or fractional interest therein) that is the subject of a Prior Security Agreement) remain in full force and effect (except to the extent previously released in accordance with Section 3(b) of this Agreement or otherwise as contemplated in the last sentence of Section 6(f) of this Agreement) and secure and shall continue to secure the Obligations hereunder (to the extent not theretofore paid), notwithstanding . anything to the contrary contained in such Original Agreement, Amended Agreement or Aircraft Inventory Security Agreements. Nothing herein shall impair such liens and security interests. The term "Inventory Agreement" as defined in any Prior Security Agreement is hereby amended to mean, and to refer to, this Agreement, and any terms and provisions of the Inventory Agreement (as defined in the Prior Security Agreements) incorporated into the Prior Security Agreements are hereby deleted in their entirety and replaced with the terms and provisions of this Agreement. Lender hereby confirms and agrees that, as of the date of this Agreement, except for the security interests and liens in the Collateral described in the Prior Security Agreements, the Original Agreement, and the Amended Agreement (to the extent aforesaid in the first sentence of this Section 3(c)), Lender has no other security interest or other lien created by Borrower securing the Obligations under this Agreement. 4. Conditions to Extensions of Credit: The obligation of Lender to make any Extension of Credit under this Agreement shall be subject to all of the following conditions precedent: (a) Executed Notes. Borrower shall have duly executed and delivered to Lender the Facility A Note in the form of Exhibit A and the Facility B Note in the form of Exhibit B. (b) Effective Agreement. At the time of such Extension of Credit, this Agreement is in full force and effect and has not been terminated for any reason whatsoever. (c) Allowable Amount. The principal amount of such Extension of Credit does not exceed the amount of the Note evidencing such Extension of Credit, when added to the unpaid AI/50007449.40 12 SDNY_GM_02759184 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246106 EFTA01330569

I 0 SDNY_GM_02759185 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246 I 07 EFTA01330570

a 'a a a principal balance, as of the Borrowing Date for such Extension of Credit, of all other Extensions of Credit evidenced by such Note. (d) Proper Purpose. Such Extension of Credit shall be solely for a Proper Purpose or, if for any other purpose, such other purpose shall have been approved in writing by Lender in its sole discretion. (e) Down Payment. Borrower has paid-in-MI the amount of any down payment that may be required by Lender in connection with such Extension of Credit. Such down payment shall not exceed the amount that is the difference between the contract purchase price of the aircraft (or fractional interest therein) being financed by such Extension of Credit and the High Wholesale Marketable Price of such aircraft or fractional interest thereof. • • (f) Default. At the time of such Extension of Credit, there shall be no Event of Default (as defined herein below) or event which with notice and/or lapse of time would constitute an Event of Default. (g) Representations and Warranties. At the time of such Extension of Credit, all representations and warranties of Borrower contained in this Agreement shall be true and correct in all material respects. (h) Material Adverse Change. There has not been, as determined in the reasonable judgment of Lender, any material adverse change in the financial or operating condition of or any impairment in the prospect of payment or performance by Borrower of the obligations of this Agreement, the Notes, all Supplemental Aircraft Inventory Security Agreements executed in connection herewith, and all other related agreements, documents, instruments or schedules (all of the foregoing being hereinafter collectively referred to as "Debt Documents") or any impairment. (i) Security Agreement. Lender shall have received a completed Supplemental Aircraft inventory Security Agreement appropriate to the transaction in the form of Exhibit D attached hereto (sometimes, the "Security Agreement")) covering each aircraft or fractional interest in any aircraft (and related equipment) to be acquired or owned hereunder with such extension of credit. The term "Security Agreement" as used herein shall include all Aircraft Inventory Security Agreements previously entered into (except to the extent previously released in accordance with Section 3(b) of this Agreement or otherwise as contemplated in the last sentence of Section 6(f) of this Agreement) to secure Extensions of Credit under the Initial Revolving Note or the Amended and Restated Note (to the extent not theretofore paid). (j) Pre-buy Inspection Borrower shall have supplied Lender with a copy of any and all pre-buy inspections conducted on the aircraft to be acquired (or the aircraft an undivided interest in which constitutes the fractional interest to be acquired) with the proceeds of such Extension of Credit, except those aircraft or fractional interests in aircraft acquired from Raytheon Aircraft Company. Effective on the date of such Extension of Credit, such aircraft shall be in the condition set forth in the pre-buy inspection thereof, except to the extent of any discrepancies repaired or other repairs having been made, and, to Borrower's actual knowledge, the aircraft, the engines, the avionics and all related equipment shall be in good working order, AUS01:307449.40 13 SDNY_GM_02759186 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246108 EFTA01330571

• • SONY_GM_02759187 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246109 EFTA01330572

• and no discrepancies shall remain to be repaired, except those discrepancies that have been approved in writing by Lender. (k) Receipt of Documents. Lender has received, in form and substance satisfactory to Lender in its reasonable discretion, all documents, certificates, resolutions, and other instruments specified in or required under Section 1(d) hereof (including, without limitation, completed Notes in the forms of Exhibit A and Exhibit B attached hereto and a completed Security Agreement in the form of Exhibit C attached hereto covering each aircraft or fractional interest in any aircraft (and related equipment) to be acquired or owned hereunder. BORROWER UNDERSTANDS AND AGREES THAT LENDER SHALL NOT HAVE ANY OBLIGATION TO MAKE ANY EXTENSION OF CREDIT UNLESS AND UNTIL ALL SUCH CONDITIONS PRECEDENT HAVE BEEN FULLY SATISFIED IN THE REASONABLE OPINION OF LENDER AND THAT NO CONDITION SHALL BE WAIVED EXCEPT PURSUANT TO A WRITTEN INSTRUMENT EXECUTED BY LENDER. BORROWER FURTHER UNDERSTANDS AND AGREES THAT THE WAIVER OF ANY CONDITION BY LENDER SHALL NOT BE DEEMED A WAIVER OF SUCH CONDITION AS TO ANY FUTURE EXTENSION OF CREDIT OR A WAIVER OF ANY OTHER CONDITION. (I) No Waiver. No failure by Lender to insist on fulfillment of a particular condition precedent before making a particular Extension of Credit shall constitute a waiver of its right to insist on that condition precedent's fulfillment before making any other Extension of Credit. Moreover, Borrower's failure to satisfy any condition precedent which has not been waived by Lender, within ten (10) Business Days of Lender having made a particular Extension of Credit, shall constitute an Event of Default. (m) tti Quitan. In the case of any Extension of Credit that includes an Outfitting Allowance, Borrower shall have provided Lender with a Procurement Budget and Substantiation. 5. Purpose of Loan; Usury: Borrower warrants and represents to Lender that this loan is for business and commercial purposes and not for personal, family, household or agricultural purposes. It is agreed that, notwithstanding any provision to the contrary in the Notes or in any Security Agreement or in this Agreement, in no event will the Notes, any Security Agreement or this Agreement require the payment of interest or charges in excess of the rate per annum that is the maximum rate per annum permitted by applicable law (the "Maximum Rate") and the payment of obligations of Borrower under the Notes, this Agreement, and any and all Security Agreements are hereby limited accordingly. If under any circumstances, whether by reason of advancement or acceleration of the maturity of the unpaid principal balance hereof or otherwise, the aggregate amounts paid on the Notes or pursuant to any Security Agreement or this Agreement shall include amounts which by law are deemed interest and would exceed the Maximum Rate, Borrower stipulates that payment and collection of such excess amounts shall have been and will be deemed to have been the result of a mistake on the part of both Borrower and Lender, and Lender shall promptly credit such excess (to the extent only of such payments in excess of the Maximum Rate) against the unpaid principal balance on the Notes and any portion of such excess payments not capable of being so credited shall be refunded to Borrower. AUS01:307449.40 14 SDNY_GM_02759188 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246110 EFTA01330573

0 0 SDNYGM_02759189 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 002461 I I EFTA01330574

a .4 • 6. Covenants: Borrower hereby covenants and agrees on the date of this Agreement and on the date of each Extension of Credit hereunder: (a) Use of Inventory. Borrower shall (or shall contractually bind any user of the Inventory to) use, operate, maintain and store the Inventory, and every part thereof, properly, carefully and in compliance with all applicable statutes, ordinances and regulations of all jurisdictions in which the Inventory is operated or used, as well as all applicable insurance policies, manufacturer's recommendations and operating and maintenance manuals. Borrower shall use the Inventory solely for business purposes and only for the purposes and in the manner set forth in any applicable insurance policy. At all times during the term of this Agreement, Borrower shall not (nor shall it allow any other user of the Inventory to) operate or locate the Inventory, or suffer or permit the Inventory to be operated, located or otherwise permitted to (i) travel to or over a jurisdiction where such action would invalidate the insurance coverage on any aircraft or is otherwise prohibited by law or regulation of any state or of the United States; or (ii) travel outside of the geographical boundaries of the United States, except insofar as Borrower so travels as part of its services in connection with its aircraft fractional interest management business. Borrower shall not use, attempt to use, or suffer the Inventory to be used in any manner which contravenes, any applicable law, rule or regulation governing the Inventory, including without limitation those relating to intoxicating liquors, narcotics, firearms or similar products except where such contravention (i) would not have a material adverse effect on Borrower's ability to perform its obligations under this Agreement; (ii) would not result in a material adverse effect on the Borrower's financial or business operations; or (iii) in any way breaches, violates or deviates from any FAA (as defined below) rule or regulation. Without Lender's prior written consent, Borrower shall not attempt to sell (except as otherwise set forth in Section 9 of this Agreement), lease, assign or dispose of the Inventory, or any interest herein or therein, or any part thereof (except in connection with the performance of Borrower's obligations under Section 6(c) of this Agreement). (b) Operation of Inventory. At all times when operated, Inventory will be operated at all times by a currently certified pilot having the minimum total pilot hours and minimum pilot- in-command hours required by Federal Aviation Administration ("FAA") rules or regulations or as required by applicable insurance policies, whichever requirements are stricter. As between Borrower and Lender, Borrower shall be responsible for and pay for all expenses of owning and operating the Inventory, including but not limited to storage, fuel, lubricants, service, inspections, overhauls, replacements, maintenance and repairs, all in compliance with the manufacturer's operating records and other materials pertaining to the maintenance and operation of the Inventory including but not limited to those required by applicable law, rule or regulation and by the manufacturer for the enforcement of any warranty. (c) Maintenance of Inventory. The Inventory is and shall at all times be maintained by Borrower at its expense in good repair in the configuration and condition, subject to normal wear and tear, existing on the date of its acquisition by Borrower and in airworthy condition necessary for all aircraft licenses under the laws, ordinances, rules and regulations of an jurisdictions in which the Inventory will at any time be operated. Borrower shall ensure timely compliance with all applicable mandatory FAA Service Bulletins, Service Letters, Manufacturer's Directives, Airworthiness Directives, and engine or other equipment maintenance programs. Borrower shall submit written evidence of such maintenance and AUSO1:107N9.40 15 SDNY_GM_02759190 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246112 EFTA01330575

• • SDNY_GM_02759191 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002461 I 3 EFTA01330576

'4 condition to Lender upon its reasonable written request from time to time. Borrower shall use reasonable care to prevent the Inventory from being damaged or injured, and shall promptly replace any part or component of the Inventory which may be damaged, worn out, lost, destroyed, confiscated or otherwise rendered unsatisfactory or unavailable for use in or upon the Inventory. At Lender's request, Borrower shall provide Lender with the location (or other such information requested by the Lender) of any engine in which Lender has a security interest and in the event such an engine has been replaced, Borrower, at Lender's request, will execute and deliver a security agreement pursuant to which Borrower grants Lender a security interest and lien on any replacement engine. (d) Required Modifications. Borrower shall, at its sole expense, timely make any alterations or modifications to the Inventory that may at any time during the term of this Agreement be required to maintain the Inventory in the condition required by this Agreement. Borrower shall in no way alter, attempt to alter or otherwise change the identity, including but not limited to the "N" number, without prior.written notice to Lender and Borrower agrees to do whatever is necessary to ensure that Lender maintains its first priority perfected security interest (subject to Permitted Liens, as hereinafter defined, if any) in such Inventory upon such change. (e) Operative Documents. Borrower shall provide in its operative agreements with its Customers the following language (as such terms are defined in that certain Borrower's Owner's Agreement) unless an amendment to such language is consented to by Lender: "In the event Manager or its assignee is no longer able, for any reason whatsoever, to provide the services to be performed by Manager under the Operative Agreements, the Aircraft shall be grounded and shall not be flown until: (i) all Owners have entered into new Operative Agreements (substantially the same as the present Operative Agreements) with a replacement Manager for the fractional ownership program; and (ii) the full insurance coverage required in the Operative Agreements is in force. If the Aircraft is not flying again with a replacement Manager within thirty days (or such longer period as the Owners may determine in writing), a qualified broker shall be selected by majority in interest of the Owners of the Aircraft (based on percentage ownership) and Iftft% of the Interests shall be sold in an arm's-length sale to an unrelated third party as soon as practical, at a price and upon terms and conditions that are commercially reasonable and acceptable to a majority in interest of the Owners." Additionally, the Borrower must maintain the following provision in its operative agreements with its Customers (as such terns are defined that certain Borrower's Owners Agreement) unless an amendment to such provision is consented to by Lender: Owner shall take no action to grant or place at any time during the term hereof any lien upon its Interest or the Aircraft other than: AUS01:307449.40 (a) mechanic's liens to be discharged in the ordinary course of business; (b) subject to prior written notice to Manager, a "Lien" in favor of a recognized financial institution ("Lender") that provides financing for the Owner's purchase of its Interest, which Lien must be limited to the Interest of 16 SDNY_GM_02759192 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246114 EFTA01330577

• • SONY_GM_02759193 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246115 EFTA01330578

such Owner and be governed by instruments which contain the agreement of Lender, enforceable by Manager, that notwithstanding the occurrence of an event of default under any instrument secured by the Lien, the Aircraft shall continue to be operated under the Owner's Operative Agreements and the rights of other parties under said Operative Agreements shall be honored. In particular, Lender shall agree that upon any exercise by Manager of its option under the Purchase Agreement to repurchase the Owner's Interest and full payment by Manager therefor, the Lien shall terminate and the Interest shall be conveyed to Manager unencumbered thereby. • • (f) Encumbrances. Other than (i) the lien granted in this Agreement and in any Supplemental Aircraft Inventory Security Agreement executed in connection with this Agreement, (ii) liens arising by operation of law relating to Taxes (as defined below) not yet due and payable, (iii) artisan's mechanics or similar liens arising by operation of law securing obligations not in default or which are being disputed in good faith with adequate reserves and as to which neither Borrower nor Lender has notice of foreclosure or any other such enforcement action that would result in levy or seizure of the aircraft by such lienholder against Borrower or Bonrower's Inventory, and (iv) with respect to Contracts, liens in favor of a parent, subsidiary, or Affiliate of Lender (other than Borrower) (collectively, all of the foregoing in (i)-(iv), the "Permitted Liens"), there shall not exist, and Borrower shall not grant, any security interest, mortgage, attachment, lien or other encumbrance of any sort with respect to the Collateral, without Lender's prior written consent. For the avoidance of doubt, Lender hereby acknowledges that (i) whenever any Inventory shall be sold as provided in Section 9, such Inventory shall no longer be considered Collateral, as long as the applicable Principal Reduction Payment has been made contemporaneously with the sale; and (ii) whenever Lender is obligated to and does release its security interest in and liens upon any property pursuant to Section 3(b) hereof, such property shall no longer be considered Collateral. (g) gxistence Borrower, will (i) be duly organized, existing and in good standing under the laws of the State set forth in the first paragraph, of this Agreement as Borrower's jurisdiction of organization, or under the laws of such other jurisdiction as to which Borrower shall have given Lender notice as provided in Section 6(g), (ii) be duly qualified and licensed in . every jurisdiction wherever necessary to carry on its business and operations, unless the failure to be so qualified or licensed will have no material adverse effect upon the financial condition of Borrower, and (iii) be a "citizen of the United States", within the meaning of the Federal Aviation Act of 1958, as amended, and the regulations thereunder. (h) Chanee in Borrower's Status. Borrower shall immediately notify Lender in advance of any change in, addition of or discontinuation of Borrower's chief executive officer or its executive offices, and any change in the name, identity, or form of Borrower, and any change in Borrower's state of organization. (i) Defense of Collateral. Borrower shall defend the Collateral against all claims, demands, and legal proceedings by persons or entities, except for claims brought by Lender or Lender's assignees based on Lender's security interest in the Collateral created hereunder and under any Supplemental Aircraft Inventory Security Agreement executed and delivered by AUS01:307449A0 17 SDNY_GM_02759194 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246 I 16 EFTA01330579

• I SDNYGM02759195 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246117 EFTA01330580

Borrower pursuant hereto and except for any liens or claims that may exist in favor of any creditors or obligees of Lender. • (j) Payment of Taxes. Borrower shall promptly pay, cause to be paid and discharged when due, all Taxes, fees, levies, license fees, assessments, public and private charges, or charges of any sort that Borrower is required to pay or collect, and that arc or may be levied or assessed on or as a result of this Agreement or against the Collateral, the Inventory, or the purchase, acquisition, ownership, delivery, leasing, possession, operation, control, use, return or disposition thereof, excluding however, any federal, state or local taxes levied on Lender's net income, provided that no item need be paid so long as and to the extent that it is being contested in good faith by timely and appropriate proceedings and does not result in foreclosure or any other such enforcement action. "Taxes" means all taxes of any kind, including any federal, state, local and foreign income, profits, license, severance, occupation, windfall profits, capital gains, capital stock, transfer, registration, social security (or similar), production, franchise, gross receipts, payroll, sales, employment, use, property,. excise, value added, estimated, stamp, alternative or add-on minimum, environmental, withholding and any other tax or assessment, together with all interest, penalties and additions imposed with respect to such amounts. (c) Possession of Documents Related to Collateral. As to any Collateral which may be perfected solely by possession or control including, but not limited to, chattel paper, Borrower shall not deliver possession thereof to anyone other than Lender or Lender's designee(s). Except in the ordinary course of business, Borrower shall not deliver possession of any aircraft included among the Collateral and owned 100% by Borrower to anyone other than Lender or Lender's designee(s) provided however that in the case of an aircraft owned in part by a Customer, Borrower shall not deliver possession to anyone other than Lender, Lender's designee(s), or fractional interest owners of the aircraft that are not Affiliates of Borrower. If an Event of Default has occurred and is continuing, as between Borrower and Lender, Lender shall be entitled to possession of any aircraft included among the Collateral and any aircraft as to which Borrower has granted Lender a lien on any part thereof (which lien has not been released or terminated hereunder). (I) Records Related_to Collateral. As to all of the Collateral and the records of Borrower relating thereto, Borrower will make such records and Collateral available for inspection by Lender, or its designee, upon request, at reasonable places and times. (m) lndemnification. BORROWER SHALL INDEMNIFY AND SAVE LENDER HARMLESS FROM AND AGAINST (I) ALL CLAIMS, EXPENSES, DAMAGES AND LIABILITIES WHATSOEVER, INCLUDING WITHOUT LIMITATION PERSONAL INJURY, DEATH AND PROPERTY DAMAGE CLAIMS ARISING IN TORT OR OTHERWISE, UNDER ANY LEGAL THEORY INCLUDING BUT NOT LIMITED TO STRICT LIABILITY, IN ANY MANNER OCCASIONED BY OR RELATED TO THE INVENTORY, ITS OPERATION, USE, OWNERSHIP, POSSESSION, MANUFACTURE OR OTHERWISE EXCEPT IN THE EVENT THAT LIABILITY IS CAUSED BY LENDER'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; AND (II) ALL TAXES (AS DEFINED IN SECTION 6(j) HEREOF), FEES, LEVIES, LICENSE FEES, ASSESSMENTS, PUBLIC AND PRIVATE CHARGES AND CHARGES OF ANY SORT THAT ARE OR MAY • BE LEVIED OR ASSESSED ON OR AS A RESULT OF THIS AGREEMENT OR AGAINST AUS01:307449.40 18 SDNY_GM_02759196 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246118 EFTA01330581

• • SDNY GM 02759197 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246119 EFTA01330582

THE COLLATERAL (AS DEFINED HEREIN), THE INVENTORY (AS DEFINED HEREIN), OR THE PURCHASE, ACQUISITION, OWNERSHIP, DELIVERY, LEASING, POSSESSION, OPERATION, CONTROL, USE, RETURN OR DISPOSITION THEREOF, EXCLUDING HOWEVER, ANY FEDERAL, STATE OR LOCAL TAXES LEVIED ON LENDER'S NET INCOME OR ANY FRANCHISE OR SIMILAR TAXES IMPOSED ON LENDER. (n) &wine Maintenance Contracts. As to any engine maintenance contract relating to the Inventory, Borrower agrees to (i) comply with all terms of any such engine maintenance contract; (ii) to operate the engines in accordance with the terms of such engine maintenance contract; (iii) to pay all monthly charges associated with such engine maintenance contract; (iv) to remain in good standing in the program associated with such engine maintenance contract; and (v) not to terminate any such engine maintenance contract or to take any action which would give the other contract party the right to terminate any such engine maintenance contract. In the event that Borrower breaches the foregoing covenants contained in Sections 6(n) (i)-(v) hereof, Borrower shall repay Lender in full for the portion of Extension of Credit (A) attributable to the value of the engine maintenance contract being terminated; or (B) used to pay or reimburse the initial enrollment cost for the engine maintenance program evidenced by the terminated engine maintenance contract. The amount of the Extension of Credit attributable to the value of the engine maintenance contract (which shall be adjusted pro rata based upon any prepayments made prior to the payment contemplated under the prior sentence) as to any Extension of Credit that was not advanced to pay or reimburse the initial enrollment cost for an engine maintenance program pursuant to Section l(gXi) hereof' shall be determined by multiplying the number of hours of engine use since the last engine overhaul by the engine operating hourly rate set forth in such engine maintenance contract. (o) Financial Reporting. Borrower agrees to provide Lender, on a quarterly calendar basis, copies of quarterly unaudited financial statements piepared in all material respects in accordance with generally accepted accounting principles within forty-five (45) days of the end of the calendar quarter ("GAAP") and on an annual calendar basis audited annual financial statements prepared in all material respects in accordance with GAAP, consistently applied within ninety (90) days of calendar year end. (p) Ownership. Lender acknowledges that the Inventory will be a part of Borrower's aircraft fractional interest ownership and management program As to any and all interests constituting Inventory not yet sold, Borrower is (or, to the extent that the Inventory is to be acquired hereafter, will be) and will remain the sole lawful owner of the Inventory, in sole, open and notorious possession of the Inventory, free from any security interest, lien or encumbrance whatsoever other than Permitted Liens and subject to Customers' rights as fractional owners of any particular aircraft to operate such aircraft. Subject to the provisions in Section 2(d) of this Agreement which accommodate the sale of aircraft and fractional interests in aircraft, Borrower shall defend the Inventory against all claims and demands of all persons claiming any interest therein, except for Permitted Liens and claims of Lender or Lender's assignees based on Lender's security interest in the Collateral created hereunder or in an Security Agreement executed in connection herewith and except for any claims based upon liens in favor of any creditors or obligees of Lender. 19 AUS01:301449.40 SDNY_GM_02759198 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246120 EFTA01330583

• • SONY_GM_02759199 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246121 EFTA01330584

(q) Borrower agrees to pay the following fees and charges in connection with each Extension of Credit: (i) all fees charged by any aircraft title insurer or other escrow agent for the' escrowing of funds and/or closing documents in connection with the closing on any Extension of Credit and on any related acquisition of an aircraft or fractional interest in an aircraft, whether such funds are escrowed by Borrower, Lender, or other third party or parties, or escrowed for any of their respective accounts (collectively, the "Escrow Fees"), and Borrower shall pay any such Escrow Fees, in immediately available funds, simultaneously with closing to such aircraft title insurer or other escrow agent; and (ii) a fee in the amount of USDS1,000, due and payable by Borrower to Lender in immediately available funds, simultaneously with the closing on any Extension of Credit. Notwithstanding the foregoing, in the event that any closing involves Lender's financing of Borrower's repurchase of more than one Customer's undivided fractional interest in the same aircraft on the same day, the fee set forth in the foregoing clause (ii) shall not exceed 1.1SDS1,000 payable at the time and in the manner described in such clause (ii). Payment of the fees set forth in this Section 6(q) shall be a condition of closing and shall not be refundable under any circumstances. 7. Risk of Loss: Except as otherwise required under applicable law, Borrower shall at all times bear all risk of loss, damage, destruction or confiscation of or to the Collateral. In the event that any item of Inventory suffers reparable damage, then Borrower shall promptly repair and restore such item to good condition and good working order. 8. Insurance: (a) Borrower shall, at its own expense, keep the Inventory insured at all times against all physical damage to the Inventory including damage or destruction by fire, theft, crash, vandalism, and all other causes including coverage fcir "War Perils" including hijacking, acts of war, riots and strikes, but excluding hostile detonation of any weapon of war employing atomic or nuclear fission and/or fusion or other like reaction or radioactive force or matter, with standard loss payable clause and breach of warranty endorsement in favor of Lender and shall carry liability insurance showing Lender as an additional insured, all of which shall be in such amounts, under such forms of policies, upon such terms, for such periods and with such companies or underwriters as Lender may approve, which approval shall not be unreasonably delayed. Losses or refunds under any such insurance shall in all cases be payable to Lender or its assigns, as its interest may appear. Notwithstanding any provision of this Agreement to the contrary, failure to obtain Lender's approval of any insurer or policy shall not excuse Borrower from its obligation to maintain insurance coverage. In no event shall the amounts of such insurance be less than the greater of (i) aggregate principal amount of the Obligations outstanding at any time and (ii) the fair market value of the Inventory. All insurance policies shall provide for at least 30 days prior written notice to Lender of any cancellation or material modification, shall contain a severability of interest clause providing that such policy shall operate in the same manner as if a separate policy covered each insured, shall waive any right of set-off against Borrower or Lender, shall waive any right of subrogation against Lender and shall be primary and not subject to any offset by any other insurance carried by Borrower or Lender. Borrower shall pay any deductible portion of such insurance and any expense incurred in collecting insurance proceeds. At Lender's request, Borrower shall furnish to Lender copies of all insurance policies required by this paragraph. Borrower shall supply Lender with an insurance certificate evidencing policy coverages at the time of the making of the first Extension 20 AUS01:307449.40 SDNY_GM_02759200 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246122 EFTA01330585

• • SDNY_GM_02759201 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246123 EFTA01330586

a .3 of Credit hereunder and thereafter annually or upon Lender's request. Borrower hereby assigns to Lender the proceeds of all such insurance (including any refund of premium) to the extent of the obligations of Borrower secured hereby, directs the insurer to pay any losses or refunds due Borrower directly to Lender, and appoints Lender as Attorney-in-Fact effective in the event that (i) Lender has requested Borrower to take reasonable action with regard to any insurance policy and Borrower has failed to take such action; or (ii) Borrower's failure to take prompt action in regard to the insurance policy would result in Lender's or Borrower's loss of rights with respect to insurance proceeds, to make proof of loss and claim for all insurance and refunds thereupon and to endorse all documents, contracts drafts, checks or forms of payment of insurance or premiums. (b) If an Event of Default occurs and is continuing, Lender shall have the right to apply the proceeds of any policy of insurance maintained pursuant to Section 8(a) to the Obligations in such order as Lender shall determine. If no Event of Default has occurred and is continuing,.and any such insurance proceeds for an insured loss or refund of premium equal to or less than $500,000 have been received by one or both of Borrower and Lender, the parties agree that such proceeds shall be used by Borrower, at Borrower's option, to either (i) repair the Inventory or any part thereof, in which case Lender will pay over the proceeds for such loss or refund, as the case may be, to the extent received by Lender, upon receipt of a budget with Substantiation setting forth such written estimates received from third parties in reasonable detail or (ii) apply such proceeds to the Obligations pursuant to Section 2(e). If no Event of Default has occurred and is continuing, and any such insurance proceeds for an insured loss or refund of premium in excess of $500,000 but less than $1,500,000 have been received by one or both of Borrower and Lender, the parties agree that all insurance proceeds shall be promptly turned over to Lender, and Lender agrees to provide such insurance proceeds to Borrower, to be used by Borrower, at Borrower's option, to either (i) repair the Inventory or any part thereof, in which case Lender will pay over the proceeds for such loss or refund, as the case may be, in three stages, (A) $500,000 of such proceeds upon receipt of a budget made in good faith based upon Substantiation, setting forth such written estimates received from third parties in reasonable detail; (B) one-half (1/2) of the remaining proceeds upon invoices reflecting that repairs are complete in the amount that is the sum of 8500,000 and one-half (1/2) of the remaining proceeds; and (C) the final one-half (1/2) of the remaining proceeds, upon Lender's receipt of the final invoice and statement by Borrower to the effect that all necessary repairs are completed on such Inventory or (ii) apply such proceeds to the Obligations pursuant to Section 2(e). If no Event of Default has occurred and is continuing, and any such insurance proceeds for an insured loss or refund of premium equal to or in excess of $1,500,000 have been received by one or both of Borrower and Lender, the parties agree that all such insurance proceeds shall be promptly turned over to Lender; and Lender agrees to provide such insurance proceeds to Borrower to be used by Borrower, at Borrower's option, to either (i) repair the Inventory or any part thereof, in which case Lender will pay over the proceeds for such loss or refund, as the case may be, in three stages, (A) one-third (1/3) of such proceeds upon receipt of a budget made in good faith based upon Substantiation, setting forth such written estimates received from third parties in reasonable detail; (B) one-third (1/3) of such proceeds upon invoices reflecting that two-thirds (2/3) of the repairs are complete; and (C) the final one-third (1/3) of such proceeds, upon Lender's receipt of the final invoice and statement by Borrower to the effect that all necessary repairs are completed on such Inventory, or (ii) apply such proceeds to the Obligations pursuant to Section 2(e). As to any insurance proceeds held by Lender to be paid pursuant to clauses (B) and (C) of the 21 AUS01:307440.40 SDNY_GM_02759202 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002461 24 EFTA01330587

• • SDNY GM 02759203 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246125 EFTA01330588

• foregoing sentence (collectively, the "Held Proceeds") as to which the related repairs took more than six (6) months to complete (calculated from the date such Held Proceeds are received by Lender), Lender agrees to credit Borrower, on the invoice to Borrower submitted by Lender, with an amount calculated in the same manner as if interest were being accrued in Borrower's favor on the amount of the Held Proceeds outstanding from time to time at a rate per annum (based on a year of 360 days) equal to the LIBOR Rate. Any such credit shall be applied first to Borrower's interest payments on the Note that evidences the Extension of Credit used to finance the repaired aircraft, and any excess credit shall be applied as directed by Borrower. Any surplus insurance proceeds shall be paid to Borrower. 9. Sale of Inventory: (a) Allowable Sale. Lender acknowledges that the Inventory will be part of Borrower's aircraft fractional interest ownership and management program. So long as no Event of Default has.occurred and is continuing, Borrower may sell any item of Inventory or any interest therein in the regular course of Borrower's business provided that the proceeds of such sale are applied as set forth in Sections 2(d) and 2(g) of this Agreement. All such sales of Inventory shall be for cash, or on such other terms and conditions as Lender may approve in writing. Unless otherwise agreed in writing by Lender, in the event of any sale or other disposition of any item of Inventory (with or without the consent of Lender), the principal of the Extension of Credit attributable to such item of Inventory (or, in the case of any sale of a fractional interest in any item of Inventory, a percentage, corresponding to such fractional interest, of the principal of the Extension of Credit attributable to such item of Inventory), shall be accelerated and become due and payable, without notice or demand by Lender, immediately upon receipt of payment from the prospective purchaser or on the day of the date of sale, whichever occurs earlier. Any accrued and unpaid interest shall be paid on the next Payment Date• provided however that in the event that the sale involves a 100% undivided interest in an aircraft that is Collateral or the last undivided interest owned by Borrower in an aircraft that is Collateral, both such principal and any and all accrued and unpaid interest thereon shall be accelerated and become due and payable, without notice or demand by Lender, immediately upon receipt of payment from a prospective purchaser or on the day of the date of sale, whichever is earlier. All proceeds resulting from any sale or other disposition of any Inventory or other Collateral shall, until satisfaction of all Obligations, be held by Borrower in trust for Lender, and accounted for on a basis which is separate from all other funds and assets of Borrower. If, at the time Borrower shall, in the ordinary course of its business, sell an undivided fractional interest in any aircraft, and, immediately prior to such sale, Lender shall have a security interest in one or more undivided fractional interests in such aircraft which interests would, if aggregated, aggregate to less than 100% of the aircraft, then, and in each such case, the sale of the undivided fractional interest by Borrower shall (unless Lender shall have executed a release relating to such interest in connection with such sale and then only to the extent of the percentage interest expressly released by such release) constitute the sale of an undivided fractional interest in which Lender did not have any security interest immediately prior to such sale. (b) Procedure for Sale. Prior to the sale of an item of Inventory or any fractional interest therein to a Customer, the Customer shall place the consideration therefor into an escrow into which Borrower shall have placed a bill of sale evidencing the transfer of such item or AUS01:307449.40 22 • SDNY GM 02759204 _ _ SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246 I 26 EFTA01330589

• • SDNYGM 02759205 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246127 EFTA01330590

interest to such Customer. Lender agrees to execute and deliver into that escrow a release of lien relating to the item of Inventory or fractional interests therein being sold, and, simultaneously with Lender's receipt of the principal payment required by Section 9(a), Lender's security interest in and lien upon the item of Inventory or fractional interest being sold shall be deemed terminated, whereupon Lender will authorize and direct the escrow agent for such escrow to file such release of lien with the FAA. Borrower will authorize and direct such escrow agent to file with the FAA, following the filing with the FAA of such release of lien, the bill of sale deposited into such escrow. • (c) Pre-Sold Interests Regarding fractional interests sold by Borrower to Customers prior to and in contemplation of the acquisition of an aircraft that will serve as Collateral hereunder (collectively, "Pre-Sold Interests;" singly, a "Pre-Sold Interest"), the parties agree, notwithstanding other provisions of this Agreement to the contrary, as follows: (i) the Supplemental Aircraft Inventory Security Agreement shall secure a 100°/0 undivided interest in such aircraft in connection with an Extension of Credit for the acquisition of such aircraft as to which Borrower has received the purchase price from one or more prospective Customers and signed program documents from such prospective Customers representing one or more Pre-Sold Interests; (ii) the amount of the Extension of Credit shall be based upon the undivided interests that Borrower is anticipated to own after closing of the acquisition and the release of Lender's lien on any Pre-Sold Interests (as hereinafter provided); (iii) Lender shall place in escrow partial releases of lien representing any Pre-Sold Interests; (iv) Borrower shall place in escrow the bill of sale in favor of each new Customer that is the beneficial owner of a Pre-Sold Interest (a "New Customer") and a power of attorney signed by the New Customer, which bill of sale and power of attorney shall be released and filed with the FAA on the Borrowing Date in connection with the closing and (iv) Lender agrees to release from escrow on the Borrowing Date in connection with the closing, Lender's partial releases of lien representing any Pre-Sold Interests, without requiring the payment of any mandatory prepayment or Principal Reduction Payments in connection therewith, which partial releases will not be filed with the FAA until after the filing with the FAA of the Supplemental Aircraft Inventory Security Agreement. On and after such Borrowing Date, and after, the parties' compliance with clauses (i) through (iv) in connection with the closing of a financing that is the subject of this Section 9 (c), the release of the related Collateral shall be governed by Sections 3(b) hereof and the last sentence of Section 6(0 hereof (and, in the case of Section 6(f), subject to payment of the applicable Principal Reduction Payments described in clause (i) of the last sentence thereof and in the case of Section 3(b) subject to payment in full of the relevant Extension of Credit as provided therein). 10. Power of Attorney: Borrower hereby authorizes Lender to file any and all financing statements necessary to perfect Lender's security interest in the Collateral. Borrower hereby appoints Lender as Borrower's Attorney-in-Fact to sign in Borrower's name and on Borrower's behalf all FAA bills of sale and registration documents and any and all other papers and documents necessary or appropriate to assist Lender in establishing and maintaining a valid security interest in the Collateral to the extent consistent with this Agreement, and to assure that the Aircraft (as defined in any Security Agreement executed and delivered by Borrowcr pursuant to this Agreement) is titled, registered and the security interest perfected to Lender's reasonable satisfaction, and to do all other things and take all other actions reasonably necessary to give effect to such security interest. Borrower agrees to take all actions reasonably necessary to give effect to such security interest and to perfect it. AUS01:307449.40 23 SDNY_GM_02759206 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246 I 28 EFTA01330591

• • I SONY GM 02759207 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246129 EFTA01330592

11. Default: The occurrence of any of the following events shall be deemed to constitute an Event of Default under this Agreement: (a) Failure to Pay. If Borrower shall fail to pay, when due, any amount owed by it to Lender whether hereunder, under the Facility A Note or the Facility B Note, or under any other instrument or agreement executed and delivered by Borrower pursuant to this Agreement, and such amount shall remain unpaid more than three (3) days after such payment is due. • (b) Failure to Maintain Insurance. Borrower shall fail to maintain insurance coverage as required by this Agreement, any Security Agreement or the Notes. (c) Breach of Covenant. If Borrower shall fail to perform or observe any other covenant (including but not limited to the covenants set forth in Section 6 hereof), or term to be performed or observed by it hereunder, under the Facility A Note or the Facility B Note, or under any other instrument or agreement entered into between Borrower and Lender pursuant to this Agreement, or furnished by Borrower to Lender pursuant to this Agreement, except any covenant or term described in Sections 11(a) or 11(b), and such failure shall not have been corrected within thirty (30) days after the giving of written notice to Borrower by Lender that such failure is to be remedied. (d) Breach of Representation or Warranty. Any warranty, representation or statement made by Borrower hereunder or under any other instrument or agreement entered into between Borrower and Lender is false or misleading in any material respect when made. (e) Outside Default Borrower is declared in default, and any grace period applicable to such default shall have expired (i) under any contract or obligation for borrowed money having an outstanding principal amount of or requiring the payment of money in an amount greater than $1,000,000; (ii) under any contract or obligation for borrowed money having an outstanding principal amount of or requiring the payment of money in an amount greater than $250,000 as to which any other party to such contract or obligation accelerates the indebtedness evidenced by such contract (if any), forecloses on property of Borrower, or prevails in an enforcement action against Borrower or its property in preparation for a levy on Borrower's property; (iii) under any contract or obligation not for borrowed money in which amounts in excess of $1,000,000 are in default (in the absence of default by the other party), other than such a contract or obligation entered into by and between Borrower and Lender or any parent, subsidiary, or Affiliate of Lender (other than Borrower); or (iv) under any aircraft purchase or supply agreement by and between Borrower and Lender or any parent, subsidiary, or Affiliate of Lender (other than Borrower), in which amounts in excess of $1,000,000 are in default (in the absence of default by the other party thereto), provided that the sole remedy for a default with respect to an aircraft purchase or supply agreement is for Lender to refuse to extend any further credit to Borrower hereunder and provided further that Lender's right to refuse to extend any further credit shall be contingent on Lender providing fifteen (15) days prior notice and opportunity to cure to Borrower, which opportunity to cure shall include discussions between Borrower's Chief Executive Officer and the Chief Financial Officer of Raytheon Company to determine if the default under such aircraft purchase or supply agreement can be remedied without Lender refusing further extensions of credit. Notwithstanding anything to the contrary contained in the foregoing, any default referenced in Schedule 6.8(b) to the IRA (as hereinafter AUS01:307449.40 24 SONY_GM_02759208 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 1 EFTA 00246130 EFTA01330593

r • • I SDNY_GM_02759209 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0024613 I EFTA01330594