• • definedXany defaults so referenced, collectively, the "Referenced Defaults;" singly, a "Referenced Default') shall not constitute an Event of Default for purposes of this Section 11(e) (and shall, for purposes of other provisions of this Agreement, be deemed not to be events which, with the passage of time or the giving of notice or both, would constitute or result in an Event of Default) (i) at any time during the period of eighteen (18) months after the date of this Agreement, regardless of whether or not any such Referenced Defaults are cured or waived during such period; (ii) to the extent that Borrower cures any such Referenced Default within eighteen (18) months of the date of this Agreement, for the period for which such Referenced Default remains cured or, if ending thereafter, for the period of eighteen (18) months from the date of this Agreement; and (iii) to the extent that any such Referenced Default is waived in writing by the other party or parties to the agreement to which the Referenced Default pertains (the "Waiver") within eighteen (18) months of the date of this Agreement, for the period identified in any such Waiver or, if ending thereafter, for the period of eighteen (18) months from the date of this Agreement- provided however as regards clauses (ii) and (iii) immediately preceding, in the event that a Referenced Default remains in default at the expiration of eighteen (18) months from the date of this Agreement (or upon the expiration of any other applicable waiver period or period during which such Referenced Default is cured expiring after the period of eighteen (18) months from the date of this Agreement, as provided in such clauses (ii) and (iii)), such Referenced Default shall constitute an Event of Default under this Section 11(e) for all purposes under this Agreement. (0 Other Default. (i) Borrower defaults, and any grace period applicable to such default shall have expired, under the Investment and Restructuring Agreement, dated June __, 2003, by and among Borrower, Raytheon Travel Air Company, Raytheon Aircraft Holdings, Inc., and others (the "IRA") or under any of the Transaction Agreements (as defined in the IRA) other than this Agreement, and such default is a material default under the IRA or any of the Transaction Agreements (except those issues relating to governance in the ordinary course under the Second Amended and Restated Limited Liability Company Agreement of Flight Options, LLC, dated of even date herewith), or (ii) Borrower defaults under any note (other than the Notes (as defined herein)) made payable to the order of Lender or to any parent, subsidiary, or Affiliate of Lender (excluding Borrower). In the event Raytheon Aircraft Credit Corporation (the original Lender in this Agreement) assigns this Agreement in whole or in part to a third party assignee (other than to a parent, subsidiary, or Affiliate of Raytheon Aircraft Credit Corporation, in which case such default remains an Event of Default hereunder) (a "Third Party Assignment"), the default set forth in Section 11(0(i) hereof shall not constitute an Event of Default hereunder for that portion which is assigned pursuant to such Third Party Assignment. If any default set forth in Section 11(0(i) hereof is a default on payment of Borrower's monetary obligations under the IRA or Transaction Agreements, such default shall not be deemed an Event of Default until: (i) Lender provides written notice to Borrower of such default, and (ii) the expiration of a period of ten (10) business days (the "10-Day Cure Period"), to allow Borrower to cure such default; provided that during such 10-Day Cure Period, for so long as the default continues, Lender shall not be obligated to advance any new Extensions of Credit under this Agreement. If any default set forth in Section 11(0(i) hereof is a default of Borrower's non-monetary obligations under the IRA or Transaction Agreements, such default shall not be an Event of Default until: (i) Lender provides written notice to Borrower of such default, and (ii) the expiration of a period of fifteen (15) business days (the "15-Day Cure Period"), to allow Borrower to cure such default; provided that during such 15-Day Cure Period, for so long as the default continues, Lender shall AUS01307149.40 25 SDNY_GM_02759210 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246132 EFTA01330595

0 • SDNY_GM_02759211 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246133 EFTA01330596

a a not be obligated to advance any new Extensions of Credit under this Agreement. The grace period applicable to a default under Section 11(f)(i) hereof shall be equal to the greater of (i) the 10-Day Cure Period or 15-Day Cure Period (as applicable), or (ii) any grace period applicable pursuant to the IRA or any of the Transaction Agreements; and upon the expiration thereof (and fulfillment of the requirement of Lender notice contained herein), any Section 11(0(i) default shall constitute an Event of Default hereunder. (g) Death or Insolvency. If Borrower shall become insolvent or cease to do business as a going concern. • • (h) Bankruptcy. If Borrower shall make an assignment for the benefit of creditors, file a petition in bankruptcy, apply to or petition any tribunal for the appointment of a custodian, receiver or trustee for itself or for any substantial part of its property, or shall commence any proceeding under any bankruptcy, reorganization, arrangement, readjustment of debt, dissolution or liquidation law or statute of any jurisdiction, or if there shall have been filed against Borrower any such petition or application, and shall not have been dismissed or stayed within sixty (60) days of the filing thereof or any such proceeding shall have been commcnccd against Borrower, and shall not have been dismissed or stayed within sixty (60) days of the filing thereof, or Borrower by any act or omission, shall indicate its consent to, approval of, or acquiescence in, any such petition, application, proceeding, order for relief or such appointment of a custodian, receiver or trustee. (i) Fraud. If Borrower shall have removed, or permitted to be concealed or removed, any part of its assets, so as to hinder, delay or defraud any of its creditors, or made or suffered a transfer of any of its assets which transfer would be fraudulent under any bankruptcy, insolvency, fraudulent conveyance or similar law or shall have made any transfer of its assets to or for the benefit of a creditor at a time whcn other creditors similarly situated have not been paid or shall have suffered or permitted, while insolvent, any creditor to obtain a lien upon any of its properly through legal proceedings or otherwise. 12. Remedies of Lender: (a) Remedies. If any Event of Default (other than an Event of Default described in Section 11(g) and Section 11(h) all of which shall be automatic and require no action by Lender and as to which all of the following remedies may be exercised immediately) shall occur, Lender may, upon written declaration thereof and at any time thereafter for so long as such Event of Default is continuing, at its option, exercise one or more of the following remedies: (i) refuse to extend any further credit to Borrower and terminate this Agreement immediately without notice (other than the aforementioned declaration); (ii) accelerate, or declare immediately due and payable, all sums and other Obligations then owing by Borrower to Lender, whether pursuant hereto, under the Facility A Note or the Facility B Note, under any Security Agreement or under any other Closing Document, notwithstanding the provisions of any writings evidencing the same; (iii) exercise any and all rights it may have under the FAA regulations, the Uniform Commercial Code or any other applicable law; (iv) take immediate and exclusive possession of any or all Collateral (subject to rights of co-owners, if any, in the aircraft), wherever it may be found, and enter any of the premises of Borrower, with or without process of law, wherever said Collateral may be, or is supposed to be, and search for the same, and if found, to take possession AUS01:307449.40 26 02759212 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246134 EFTA01330597

0 SONYGM_02759213 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246135 EFTA01330598

ro ro • of, and remove, sell and dispose of, said Collateral, or any part thereof, at public auction or private sale, for cash or on credit, as Lender may elect, at its option, and Lender reserves the right to bid and become the purchaser at any such sale: (v) notify, in Lender's own name, or in the name of Borrower, all obligors of Borrower and demand, collect, receive, receipt for, sue, compromise and give acquittance for, any and all amounts due on Contracts and Credits, and endorse the name of Borrower an any commercial paper or instrument given as full or partial payment thereon; (vi) direct Borrower to assemble the Collateral and deliver to Lender, at Borrower's expense, at a place designated by Lender which is reasonably convenient to Lender and Borrower; (vii) and/or hold, appropriate, apply or set-off any and all moneys, credits, indebtedness due from Lender, its Affiliates, parent, or subsidiaries to Borrower which is or comes into possession of Lender, its Affiliates, parent, or subsidiaries. (b) Management of Aircraft: In the event that Borrower is no longer able, for any reason whatsoever, to provide management services to its Customers to be performed by the Borrower as Manager (as "Manager") under its operative agreement entered into with its Customers with respect to an aircraft that is Collateral, or if any Event of Default shall occur and be continuing and Lender shall have declared immediately due and payable all Obligations hereunder, Borrower, at Lender's request, shall resign as Manager with respect to all aircraft that are Collateral and propose and vote (as to any and all interests in such aircraft which Borrower has the right to own, control, or otherwise vote) in favor of Lender or Lender's designee to act as Manager, and/or, at Lender's request, vote (as to any and all interests in such aircraft which Borrower has the right to own, control, or otherwise vote) in favor of a qualified broker designated by Lender to arrange the sale of any aircraft that serves as Collateral or in which an undivided interest serves as Collateral. Lender is hereby appointed Borrower's Attorney-in-Fact, effective upon Borrower's failure to resign as Manager or Borrower's inability to perform its services as Manager in the Borrower's stead, to take any and all actions in Borrower's name mandated by this Section 12(b), including without limitation, tendering of Borrower's resignation as Manager, proposing and voting (as to any and all interests in aircraft that serve as Collateral which Borrower has the right to own, control, or otherwise vote) in favor of Lender or Lender's designee as Manager, and/or voting (as to any and all interests in aircraft that serve as Collateral which Borrower has the right to own, control, or otherwise vote) in favor of a qualified broker designated by Lender to arrange for the sale of any aircraft that serves as Collateral or in which an undivided interest serves as Collateral. This Section 12(b) shall govern notwithstanding anything to the contrary in Section 12(a). (c) Costs. Borrower shall pay all reasonable costs of Lender incurred in the collection of any of the Obligations and for the enforcement of any Obligations, including, without limitation, reasonable attorney's fees and legal expenses. The foregoing remedies shall not be deemed exclusive or alternative, but shall be cumulative, and in addition to, all other remedies in favor of Lender existing at law or in equity. Notwithstanding the foregoing: (i) if Borrower fails to perform any of its duties and/or obligations hereunder, Lender may perform the same, but shall not be obligated to do so, for the account of Borrower, and Borrower shall immediately repay to Lender any amounts paid by Lender in such performance; or (ii) if any payment of any such obligations due from Borrower hereunder shall not be paid when due, interest shall continue to accrue thereon at the Default Rate provided, however that at no time shall the Default Rate exceed the Maximum Rate. Lender shall use reasonable efforts to give AUSOI:307449.40 27 SDNY_GM_02759214 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246 I 36 EFTA01330599

• I SDNYGM02759215 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246137 EFTA01330600

Borrower notice of any such payments but Lender's failure to give such notice shall not affect Lender's rights or Borrower's obligations hereunder. • • (d) Notice. Any notification required pursuant to this Agreement or otherwise shall be deemed reasonably and properly given if mailed at least ten (10) days before the disposition of the subject matter of such notification, postage prepaid, addressed to Borrower at the address shown on page 1 of this Agreement. Any proceeds realized by Lender upon the sale or other disposition of the Collateral pursuant to this Section 12 may be applied by Lender to the payment of the reasonable expenses of retaking, holding, preparing for sale, selling and the like, including reasonable attorney's fees and legal expenses and any balance of such proceeds may be applied by Lender toward the satisfaction of Borrower's Obligations in such order of application as the Lender may, in its sole discretion, determine. Any surplus shall be paid to Borrower. Borrower shall be liable for, and shall promptly pay on demand, any deficiency resulting from any such disposition of Collateral. 13. Acceleration Upon a Liquidation Event: Notwithstanding anything to the contrary herein, upon the occurrence of a Liquidation Event, any and all principal and interest due hereunder and under the Notes shall be immediately due and payable. (a) "Liquidation Event" shall mean a Change of Control of the Borrower or any liquidation, dissolution or winding-up of the Borrower. (b) "Change of Control" shall mean (i) the acquisition of beneficial ownership (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), directly or indirectly by any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than the Lender and its Affiliates, of securities of the Borrower representing a majority or more of the combined voting power of the Borrower's then outstanding securities; (ii) the failure, for any reason, of Lender and its Affiliates to have the right to appoint to the board of managers of the Borrower (the "Board") at least the number of managers that constitute more than S0% of the total number of managers on the Board; (iii) the holders of Units of the Borrower approve a merger or consolidation of the Borrower with any other corporation, other than a merger or consolidation that would result in the voting securities of the Borrower outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least a majority of the combined voting power of the voting securities of the Borrower or such surviving entity outstanding immediately after such merger or consolidation, and such merger or consolidation occurs; or (iv) the sale or disposition by the Borrower of all or substantially all of the Borrower's assets. (c) "Affiliate" shall mean, with respect to any Person, any other Person that directly, or through one or more intermediaries, controls or is controlled by or is under common control with such Person, with "control" for such purpose meaning the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities or voting interests, by contract or otherwise. (d) "Person" shall mean a person, corporation, partnership, limited liability company, joint venture, trust or other entity or organization. AUS01:307449.40 28 SDNY_GM_02759216 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246138 EFTA01330601

• • SDNY_GM_02759217 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246139 EFTA01330602

auau (e) "Units" shall mean a unit of membership of the Borrower. The foregoing definitions shall apply to the referenced terms throughout the Agreement. 14. Representations and Warranties: Borrower hereby represents and warrants for the reliance of Lender thereon, that on the date hereof and on the date of each Extension of Credit hereunder: (a) Pulv Organized. Borrower (i) is duly organized, existing and in good standing under the laws of the State set forth in the first paragraph of this Agreement, (ii) has its principal place of business at the location set forth in such paragraph; (iii) is duly qualified and licensed in every jurisdiction wherever necessary to carry on its business and operations, or, if not so qualified or licensed, such failure to be qualified or licensed will have no material adverse effect upon the financial condition of Borrower, and (v) is a "citizen of the United States", within the meaning of the Federal Aviation Act of 1958, as amended, and the regulations thereunder so long as any Obligations are due to Lender under the Debt Documents or otherwise. (b) Power to Contract Borrower has adequate power and capacity to enter into, and to perform its obligations, under this Agreement or any other Debt Documents. (c) Valid Agreements. This Agreement and the other Debt Documents have been duly authorized, executed and delivered by Borrower and constitute legal, valid and binding agreements enforceable under all applicable laws in accordance with their terms, except to the extent that the enforcement of remedies may be limited under general principles of equity and applicable bankruptcy and insolvency laws. • (d) Approvals. No approval, consent or withholding of objections is required from any governmental authority or instrumentality with respect to the entry into, or performance by, Borrower of this Agreement or any of the other Debt Documents, except such as may have already been obtained. (e) preach. The entry into, and performance by, Borrower of this Agreement and the other Debt Documents do not (i) violate any of the organizational documents of Borrower or any judgment, order, law or regulation applicable to Borrower, or (ii) result in any breach of, constitute a default under, or result in the creation of any lien, claim or encumbrance on any of Borrower's property (except for liens in favor of Lender) pursuant to, any indenture mortgage, deed of trust, bank loan, credit agreement, or other material agreement or instrument to which Borrower is a party. (f) Suits. There are no suits or proceedings pending or threatened in court or before any commission, board or other administrative agency against or affecting Borrower which could, in the aggregate, have a material adverse effect on Borrower, its business or operations, or its ability to perform its obligations under this Agreement or any of the other Debt Documents. (g) Financial Statements. All financial statements of Borrower delivered to Lender by Borrower, heretofore or hereafter, in connection with the Obligations have been prepared in all material respects in accordance with generally accepted accounting principles, fairly present the financial condition of Borrower in all material respects, and since the date of the most recent AUS01:31,7449.40 29 SDNY_GM1027i9218 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246 I 40 EFTA01330603

• • SDNY GM 02759219 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0024614 I EFTA01330604

t:0 financial statement, there has been no material adverse change in the financial or operating condition of Borrower. (h) Principal Business. Borrower is engaged in the business of buying, selling and generally dealing, at retail or otherwise, in aircraft, including, but not necessarily limited to, Borrower's Inventory. Purpose of Inventory. The ownership of Inventory is solely for the purpose of procuring the sale or exchange thereof to a buyer, or the use thereof by Borrower, in the ordinary course of Borrower's business. IS. General Provisions: (a) Governing Law. THIS AGREEMENT WAS MADE AND ENTERED INTO IN THE STATE OF KANSAS WITHOUT REGARD TO KANSAS CONFLICT OF LAW RULES AND THE LAW GOVERNING THIS TRANSACTION SHALL BE THAT OF THE STATE OF KANSAS AS IT MAY FROM TIME TO TIME EXIST. THE PARTIES AGREE THAT ANY LEGAL PROCEEDING BASED UPON THE PROVISIONS OF THIS AGREEMENT SHALL BE BROUGHT EXCLUSIVELY IN EITHER THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF KANSAS AT WICHITA, KANSAS, OR IN THE EIGHTEENTH JUDICIAL DISTRICT COURT OF SEDGWICK COUNTY, KANSAS, TO THE EXCLUSION OF ALL OTHER COURTS AND TRIBUNALS. NOTWITHSTANDING THE ABOVE, IN THE EVENT AN EVENT OF DEFAULT SHOULD OCCUR, LENDER (AT ITS SOLE OPTION) MAY INSTITUTE LEGAL PROCEEDINGS IN ANY JURISDICTION AS MAY BE APPROPRIATE IN ORDER FOR LENDER TO OBTAIN POSSESSION OF THE COLLATERAL OR OTHERWISE PURSUE REMEDIES WITH RESPECT TO THE COLLATERAL. THE PARTIES HEREBY CONSENT AND AGREE TO BE SUBJECT TO THE JURISDICTION OF THE AFORESAID COURTS IN SUCH PROCEEDINGS. This Agreement may be executed in multiple counterparts which together shall constitute but one and the same instrument. This Agreement shall be binding on the parties. their heirs, executors, administrators, successors and assigns, provided, however, Borrower may not assign this Agreement without the prior written consent of Lender. (b) Enforcement of Agreement. It is understood and agreed that Lender shall have the right, at all times, to enforce the covenants and provisions of this Agreement in strict accordance with the teens thereof, notwithstanding any conduct or custom on the part of Lender in refraining from so doing at any time; and further, that the failure of Lender at any time to enforce its rights under this Agreement strictly in accordance with its provisions shall not be construed as having created, in any way or manner contrary to the specific terms and provisions of this Agreement, or as having in any way or manner modified, altered or waived such provisions. (c) Setoff. Lender may hold any sums of monies belonging to Borrower which come into the possession of Lender and may apply all or a portion of said sums of monies to any of the Obligations which are then due and payable, or to any other claims that Lender may have against Borrower. AU501:307449.40 30 SDNY_GM_02759220 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246 I 42 EFTA01330605

• • SDNYGM02759221 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246143 EFTA01330606

(d) Third Party Claims. Borrower shall not assert against Lender any claim or defense Borrower may have against any third party with respect to the Collateral. (e) Time is of the Essence. Time is of the essence of this Agreement. Lender's failure at any time to require strict performance by Borrower of any of the provisions hereof shall not waive or diminish Lender's right thereafter to demand strict compliance therewith. Borrower agrees, upon Lender's request, to execute reasonably promptly any instrument necessary or expedient for filing, recording or perfecting any security interest granted to Lender pursuant to any Security Agreement executed and delivered by Borrower pursuant to this Agreement. All notices required to be given hereunder shall be deemed adequately given three (3) days after the date mailed if mailed by registered or certified mail to the addressee at its address stated herein, or at such other place as such addressee may have designated in writing. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof. NO VARIATION OR MODIFICATION OF THIS AGREEMENT OR ANY WAIVER OF ANY OF ITS PROVISIONS OR CONDITIONS SHALL BE VALID UNLESS IN WRITING AND SIGNED BY AN AUTHORIZED REPRESENTATIVE OF THE PARTIES HERETO. (f) Headings. Section headings contained in this Agreement have been included for convenience only and shall not affect the construction or interpretation hereof. (g) Reinstatement. This Agreement, and the security interests granted in connection herewith, shall automatically be reinstated in the event that Lender is ever required to return or restore the payment of all or any portion of the Obligations (all as though such payment had never been made). (h) Lender Assignment. Lender may (i) without the consent of Borrower, assign the right to receive payments under the Facility A Note to any one Person and/or under the Facility B Note to any one Person or under both Notes to any one Person, or sell participations in the Notes and in the Agreement to any one or more Persons; or (ii) with the consent of Borrower which shall not be unreasonably withheld or delayed, assign this Agreement in whole or in part (together with the Notes) to any Person or Persons; or (iii) without the consent of Borrower, assign the Agreement in whole or in part (together with the Notes) to any Person or Persons (A) who is not engaged in a fractional ownership and management business, (B) who has a rating of Baa or better by Moody's Investor Services or a rating of BBB or better by Standard & Poor's, and (C) who is capable of performing the obligations of Lender hereunder. Any Person who, prior to the assignment of this Agreement, is engaged in the business of lending shall be deemed "capable of performing the obligation of Lender hereunder" under clause (C) of the foregoing sentence. If, in the case of any assignment (but not in the case of any participation), the number of Lenders exceeds one Person, such Lenders agree to appoint an agent to act for all Lenders in relation to Borrower and the Collateral, pursuant to any agency agreement reasonably acceptable to Borrower. Borrower agrees that, if Borrower receives written notice of such an assignment from Lender, Borrower will pay all principal and interest and all other amounts payable hereunder or under the Notes or any security agreement executed and delivered by Borrower pursuant hereto to such assignee or as instructed by Lender. Borrower further agrees to confirm in writing receipt of the notice of assignment as may be reasonably requested by assignee. Borrower hereby waives and agrees not to assert against any such assignee, who is not a parent, subsidiary, or Affiliate of Raytheon Aircraft Credit Corporation (the original Lender under this 31 AUS01:307149.40 SDNY_GM_02759222 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246144 EFTA01330607

• I SONY GM 02759223 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246 I 45 EFTA01330608

Agreement), any set-off, recoupment, claim, or counterclaim which Borrower has or may at any time have against Lender or any other assignor to such assignee for any reason whatsoever provided that the rights of any such assignee shall be subject to, and Borrower shall (without limiting any right to assert against Lender or any other assignor any claims or defenses Borrower may be entitled to assert against Lender or any other assignor, respectively, based on their respective actions or inactions (and not the actions or inactions of assignee)) be entitled to assert against any such assignee, any defense Borrower may have against Lender, assignee, or any other assignor to such assignee. (i) Borrower Assimunent. Borrower may not assign any of its rights or obligations under this Agreement without the express written consent of Lender. This Agreement shall be binding upon any successor-by-merger to Borrower provided however that this provision shall not be deemed to permit any merger that would violate Section 13 hereof. • • (j) Waiver. Waiver of any particular default shall not be a waiver of any other default. All of Lender's rights are cumulative and not alternative. The term "Lender" shall include any assignee of Lender who is the holder of this Agreement or a holder of one or more of the Notes. Any provision of this Agreement found by judicial interpretation or construction to be prohibited by law shall be ineffective to the extent of such prohibition, without invalidating the provisions hereof. All words used shall be understood and construed to be of such number, tense and gender as the circumstances may require. (k) Insertions. Lender may (i) insert dates, amount and Inventory serial numbers and descriptions when known in any documents related hereto, including, without limitation, any Security Agreement executed and delivered by Borrower pursuant to and in connection with this Agreement and filed with the FAA; and (ii) correct any patent errors or omissions therein or in this Agreement. (I) Jury Trial. THE BORROWER AND LENDER UNCONDITIONALLY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT, DIRECTLY OR INDIRECTLY, OF THIS AGREEMENT, ANY OF THE OTHER DEBT DOCUMENTS OR OTHER RELATED DOCUMENTS, ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER TO THIS TRANSACTION AND/OR THE RELATIONSHIP THAT IS BEING ESTABLISHED BETWEEN THEM IN THE DEBT DOCUMENTS. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT (INCLUDING WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS). THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (EXCEPT ANY WRITING SIGNED BY BOTH PARTIES HERETO, AND THE WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT. THE DEBT DOCUMENTS, OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THIS AGREEMENT. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT. AUSOI 307449.40 32 SDNY_GM_02759224 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246146 EFTA01330609

• • SDNY GM 02759225 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246147 EFTA01330610

tD CD tv to IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the day, month and year herein above written. • • RAYTHEON AIRCRAFT CREDIT CORPORATION (Lender) B Name: Andrew A. Matthews Title: President FLIGHT OPTIONS, LLC (Borrower) By: (Signature) Name: (Complete Name of Signer) Title: SDNY_GM_02759226 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246 I 48 EFTA01330611

• • SONYGM_02759227 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246 I 49 EFTA01330612

IN WITNESS WHEREOF, the panies have caused this Agreement to be executed as of the day, month and year herein above written. RAYTHEON AIRCRAFT CREDIT CORPORATION (Lender) By: (Signature) FLIGHT OPTIONS, LLC (Borrower) ‘ ) 14 By: 6 (Signature) Name: Name: Hark E. Brody (Complete Name of Signer) (Complete Name of Signer) Title: Title: Chief Financial Officer SDNY_GM_02759228 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246150 EFTA01330613

• • SDNY_GM_02759229 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0024615 I EFTA01330614

Q1 ta Pa .4 W 19A APPENDIX A TO THE AMENDED AND RESTATED AIRCRAFT DEALER FLOOR PLAN FINANCING & SECURITY AGREEMENT DATED JUNE i2 2003 SDNY_GM_02759230 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246152 EFTA01330615

• • SDNY_GM_02759231 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246 I 53 EFTA01330616

ia ut SONY_GM_02759232 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246154 EFTA01330617

• • SDNY GM 02759233 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246 I 55 EFTA01330618

SCHEDULE A TO THE AMENDED AND RESTATED AIRCRAFT DEALER FLOOR PLAN FINANCING & SECURITY AGREEMENT DATED JUNE L; 2003 Capitalized terms not defined in this Schedule A shall have the meanings assigned to them in the Amended and Restated Aircraft Dealer Floor Plan Financing & Security Agreement identified above and to which this Schedule A is attached. The terms of this Schedule A shall apply to any and all Extensions of Credit made on or after the date hereof. I. The amount of the Original Note described in the third WHEREAS clause of this Agreement isn't", 2. The amount of the Amended and Restated Note described in the fifth WHEREAS clause of this Agreement 3. The amount of the Facility A Note described in Section 1(b) of the Agreement to which this Schedule is attached is . The amount of the Facility B Note described in Section 1(c) of the agreeme o w Ic this Schedule is attached is- 4. Lender's wire transfer instructions referred to in Section 2(a) of the Agreement are as follows: 5. Definitions: "A lica a " during the term of the Notes shall annum) which rate shall adjust on the corrunenceme each Interest Period. "Business Day" means any day that is not a Saturday, Sunday, or other day on which commercial banks in New York City are authorized or required by law to remain closed and shall also exclude any day on which banks are not open for dealings in dollar deposits in the London interbank market. "Interest Period" with respect to the initial interest period as regards any Extension of Credit made under this Note, the period commencing on the date such Extension of Credit is made AUS01:307449.40 SDNY_GM_02759234 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 0024(3156 EFTA01330619

i • SDNY GM 02759235 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246157 EFTA01330620

and ending on the first day of the following April, July, October or January, whichever month comes first, and thereafter the period commencing on the date that the immediately preceding Interest Period expires and ending on the first day of the following April, July, October or January, whichever month comes first, provided further, an Interest Period shall end on a Payment Date. "LIBOR Rate" means the interest rate equal to the three (3) months London Interbank Offered Rate (Libor) quoted in the Wall Street Journal on the first day of each January, April, July or October, as applicable, provided, however, that if the rate described does not appear in the Wall Street Journal on any applicable interest determination date, LIBOR shall be the rate determined by Lender in good faith based on the offered rates for deposits in dollars for ninety (90) days that are then offered by major banks in the London interbank market. LIBOR shall be adjusted on the first Business Day of each calendar quarter to reflect any increase or decrease in LIBOR as of that date. 6. In addition to the payments of principal provided above in Section 2, interest at the Applicable Wholesale Rates, as indicated above, shall be due and payable on each Payment Date. AUS01:307449.40 SDNY_GM_02759236 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246158 EFTA01330621

• • 1 SONY GM 02759237 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246 I 59 EFTA01330622

t.4 to SCHEDULE B TO THE AMENDED AND RESTATED AIRCRAFT DEALER FLOOR PLAN FINANCING & SECURITY AGREEMENT DATED JUNEn- 2003 MAXIMUM AMOUNTS OF OUTFITTING ALLOWANCES • Aircraft Model Type Citation let' Beechjet 400A Citation 560 Citation 650 Hawker 800XP Falcon 50 Citation X Challenger 601 Gilroy= IV Maximum Outfitting Allowance I The amount for outfining the aircraft other than the engines shall not exceeding AUS01:307449A0 SDNY_GM_02759238 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246I 60 EFTA01330623

7 • • SDNY_GM_02759239 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246161 EFTA01330624

EXHIBIT A TO THE AMENDED AND RESTATED AIRCRAFT DEALER FLOOR PLAN FINANCING & SECURITY AGREEMENT DATED JUNE 12.2003 FORM OF FACILITY A NOTE • MJS01:307449.40 SDNY_GM_02759240 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246162 EFTA01330625

• • 1 SDNYGM02759241 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246 I 63 EFTA01330626

Ri EXHIBIT B TO THE AMENDED AND RESTATED AIRCRAFT DEALER FLOOR PLAN FINANCING & SECURITY AGREEMENT DATED JUNE I 2- 2003 FORM OF FACILITY B NOTE • AMIN:307449M SDNY_GM_02759242 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246 I 64 EFTA01330627

• • SDNYGM02759243 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246165 EFTA01330628

EXHIBIT C TO THE AMENDED AND RESTATED AIRCRAFT DEALER FLOOR PLAN FINANCING & SECURITY AGREEMENT DATED JUNE 2003 FORM OF FINAL COMPLETION CERTIFICATE • Reference is hereby made to the Amended and Restated Aircraft Dealer Floor Plan Financing Agreement (the "Agreement") made June 2003 by and between Raytheon Aircraft Credit Corporation, a Kansas corporation, having its principal office at 10511 East Central, Wichita, Kansas 67206 ("Lender") and Flight Options, LLC, a Delaware limited liability company, having its principal place of business at 26180 Curtiss-Wright Pkwy., Richmond Heights, OH 44143 ("Borrower"). Except as otherwise provided in this Final Completion Certificate (this "Certificate"), each term that is used in this Certificate and defined in the Agreement shall have, for purposes of this Certificate, the meaning ascribed to such term pursuant to the Agreement. With regard to the Extension of Credit made on the date of , in the amount of Dollars (S ), of which amount a portion equal to Dollars (S ) was attributable to the Outfitting Allowance extended as of the Borrowing Date land with regard to the requested Extension of Credit in the amount of and consisting of the (portion of the ) balance of the Outfitting Allowance pursuant to Section I(g)(iii) of the Agreement,j for the purpose of outfitting the aircraft identified in the Procurement Budget delivered in connection with such Extensionfs) of Credit, Borrower hereby certifies to Lender as follows: 1. the outfitting to be financed with the proceeds of the Subject Outfitting Allowance is complete; and 2. concurrently with the delivery of this Certificate to Lender, Borrower is delivering to Lender true and copies of the invoice or invoices, or other statements substantiating the actual Procurement Costs incurred by Borrower in connection with such outfitting. Date: AUS01:307449.40 Flight Options, LLC By: Name: Title: SDNY_GM_02759244 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246166 EFTA01330629

• • SONYGM02759245 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246 I 67 EFTA01330630

EXHIBIT D TO THE AMENDED AND RESTATED AIRCRAFT DEALER FLOOR PLAN FINANCING & SECURITY AGREEMENT DATED JUNE , 2003 FORM OF SUPPLEMENTAL AIRCRAFT INVENTORY SECURITY AGREEMENT • AUS01:307449.40 SDNY_GM_02759246 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246168 EFTA01330631

• Y14001)10 AM VPIOHV1)10 have I hereby certify that 1 SZ C tild 91 tie SOP compared the fore- . 99919 with the original 1401.1,O3.1.5103$ li‘ti0tdvecanpy° Ills a true and correct I9 YV 3 'um 03113 t C e i A a la e pe arca -, SDNY_GM_02 759247 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246169 EFTA01330632

U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION CROSS-REFERENCE-RECORDATION SEE CONVEYANCE NO FILING DATE: This form is to be used in cases where a conveyance covers several aircraft and engines, propellers, or locations. File original of this form with the recorded conveyance and a copy in each aircraft folder involved. TYPE OF CONVEYANCE Security Agreement DATE EXECUTED February 14, 2005 FROM Flight Options LLC DOCUMENT NO. Z0060 (0% TO OR ASSIGNED TO Raytheon Aircraft Credit Corporation DATE RECORDED ...--"---- 7/ 21 12C0 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: AIRCRAFT (List by registration number) I Mini NI IMI1FR INVOLVED 10 N397CW N731TA N739TA N783TA N775TA N787TA17 N744TA N792TA N455CW N517CW Engines: Garrett TFE 731-3 Serial Number. P-87336 P47200 P-76I95 1-76154 P-76153 Pratt & Whitney JTI 5D-5 Serial Number: PCE-JA0316 PCE-JA0317 PCE-JA0288 PCE-JA0285 PCE-3A0238 PCE-JA0236 PCE-JA0322 PCE-JA0323 PCE-JA0287 PCE-JA029I PCE-JA0259 PCE-3A0258 PCE-3A0298 PCE-JA0299 ICE-JA051I PCE-JA0510 ENGINES I TOTAL Ni RARER INVOLVED 71 MAKE(S) See above list SERIAL NO. See above list PROPELLERS I TOTAL 1411MRER INVOI VFD MAKE(S) SERIAL NO. SPARE PARTS -LOCATIONS I TOTAL NI IMRFR INVOI VET) LOCATION RECORDED CONVEYANCE FILED IN: N397CW 650-0107 Cessna 650 SDNY_GM_02759248 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA )0246170 EFTA01330633

SDNY_GM_02759249 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246171 EFTA01330634

Kea am /110434E LAM suns Cr manta DEPIATMENT OF TROOPOIRAIISR Mat MelaTION Ablinknin aloallOSTAIIIICINWIWAL . - C3 (it CERT ISSUE DATEW `JUN 2 1 2005 Cana AIRCRAFT REGOITRATON OPPUCC1ON WRFC SAWS REONITRATOLI warn Si 787Th AIRCRAFT MANUFACTIASER A a Rarthacn Aircraft CcmPenY 400A SS mover SERIAL No IV zo FOR FM USE ONLY TYPE a REOISTPARON (CARE as Pa) 0 E PAWS 0 2. Pons* 0 3. Capone Gy 4. coon' 0 A (iao- 0 A 14Malinn NAME CF APPutoot ranonial Se En SS a ponoshp II reedit& cpoo In now. Int in arel akk1/1 alail 1 S 1.) Air Ghislaine, Inc. 6.25% of 10)6 • ee Attacharnt afticji. (4 45.0s .) CS IILEPICOR MOWER I ) AEORISS Moons meg awns' Pe PP Son itaist1s1 1 0 Km to as. ;Prod new Pool Poo bo 0/101.^) c/o: Flight Optiais, LW Monte Ira sea 25.1wAirtissriazight_Parkey New non: PO. Soo MY Richrond Heights RqE di PIP COO 44143 0 CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS AITENTIONI Rad the following Matenworit before signing this application. This portion MUST be completed. A 'alp* olden...I als.n sty **gaze in In opr000too mw Lio May PaProPI of In. . 1,/' or reran ,/ 6 es. Til• It 3.‘ lam 1 CERTIFICATION we any MIMI re atom .renal • 0.1,00 t t• 01101119100 Ciplcoil Ow Mann (Mae 101,0161,111 0/ ay ure vows clot yoSto out siS• ore saw I. or CPIECK ONE AS APPIADPAIEE a 0 A i. AR — S mongol (Fro b RI or loon 14511 No a OCA nanslimin Oneralkel ewe me aces buns war to lad of SI nelnalS ow said teas is bowl wel prinwtt used Al IS /flea Stan 11000•390, 119•4 tan an aridiala ta, insommica al a) le Fe anal 0) TAM Poo II•161000 NOTE: It TYPE OR I . H 44143 is 2a wichind Hts - C et omen weave a tm tom Had von the Few *Sion mese. omen lot commies all &prams mow Hp Use Myna $13. II nitossoll. NAME T. SIGNATURE a c nniAssistant Secretary Options, 1LC OATE I OASCS R. lAutetmin acting as Attorney- In-Fact for Air Chislaine, DALE Inc.. 3. \ ova Tan Pre to Cavaloffile 0 Anell lisancei. Fe earn mat be tome ea in we el W roe es mows tert. tut% tee me Fe Pellt topy 01 an 10.10.10 Imatacerradinte Swift AC Fin 41X0-1 MOP KI62•004INKIM SONY_GM_027592S0 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00246172 EFTA01330635

• • VIIOHY1310 A.1,10 V110/01)10 - Z0 E bid St NOP SW. 80 14014,usis3a idvasinv VV.11411/4 03114 SDNY_GM_02759251 :T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00246173 EFTA01330636

ATTACHMENT TO AIRCRAFT tEGISTRATION APPLICATION deaseed -15-Cg Reg #: N787TA Model: Raytheon Aircraft Company 400A SIN#: RK-260 Name of Applicant: Bergen Southwest Steel, Inc. Grand!Sakwa Transportation, LLC Coronado & Associates, LLC Kirk Air, LLC Grand/Sakwa Transportation, LLC Brookvale Express, LLC Belford Management Services, LLC J. Stark Thompson John P. Hayes Owning an undivided Interest of: Stephens Investment Management, LLC Renegade Swish, LLC Longley Supply Company Flight Options, LLC Signatures: amos R. Dauterman James R. Dautcrman 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 18.75% of 100% Tide: Assistant Secretary of Flight Options. LLC acting a -Attorney-in-Fact for Address: Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto . Date: Aisistant Secretary of Flight Options. LLC for #14 (94.5-0S By signing above, the applicant agrees and stipulates (I) to the terms, conditions and certification of the AC Form 8050-1 Aircraft Registration Applicatto, to which this page is attached Otte "AppliCatien"). (II) that all of the information set forth on the Application is true and tuned as of this date, and (III) the Application may be executed by the co-owners by executing separate counterpart signature pages. each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same application. SDNY_GM_02759252 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246174 EFTA01330637

VII.O.HV1)10 VFIONV1NO 20 2. lid ST NOP SOO? 118 NOILVIIIS10311 idYVOWV Vird R1174 03113 SONY GIA_-02759253 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246175 EFTA01330638

FORM APPROVED OMB NO 2120-0042 UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE S S 0 2 2 8 2 3 CONirt MICE RECORDED . JUN 21 Pil 3 59 FEDERAL AVIATION ADMINISTRATION Do Nol FOR FAA USE O Block AA In nes 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 200,5 NUMBER N 787TH AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-260 DOES THIS 107" DAY OF JUNE, 2005 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: PURCHASER NAME AND ADDRESS (IF INDIVIDUAL (5). GIVE LAST NAME, FIRST NAME. AND MIDDLE INITIAL.) LONGLEY SUPPLY COMPANY 6.25%0F 100% 26180 CURTISS-WRIGHT PARKWAY RICHMOND HEIGHTS, OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 10TH DAY OF JUNE, 2005. SELLER NAME (S) OF SELLER (TYPED OR PRINTED) • SIG. TURE (S) um I ) (IF CUTED CO- ERSHI•. ALL SIGN.) TITLE (TYPED OR PRINTED) FLIGHT OPTIONS, LLC ASSISTANT JAMES R. DAUTERMAN SECRETARY ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FM RECORDING: HOWEVER, MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition 93x/s693 WSS ?9,63403(50 SDNY_GM_02759254 Ca Ca It 425 Ln P•2 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 1O, 15, and 17 EFTA 00246176 EFTA01330639

VWOHV7N0 lo VW0HrINO ZO 2 bid Sr Nnr 5003 NOUV8161338 1.4.18cs8IV VV.! HIM ants SDNY_GM_02759255 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246177 EFTA01330640

U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION CROSS-REFERENCE-RECORDATION SEE CONVEYANCE NO FILING DATE: This form is to be used in cases where a conveyance covets several aircraft and engines. propellers, or locations. File original of this form with the recorded conveyance and a copy in each aircraft folder involved. TYPE OF CONVEYANCE See YY040 I 51, Location C591 pg.5 Amendment to Security Agreement DATE EXECUTED 4-5.2005 FROM Flight Options. LLC DOCUMENT NO. 55022819 TO OR ASSIGNED TO Raytheon Aircraft Credit Corp. DATE RECORDED June 21, 2005 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: AIRCRAFT' (List by regisMilion number) I TOTAL NI INAIWR INVOI VFD 6 N893CW N8%CW N787TA/ N456CW N604TA N525CW ENGINES: Honeywell Intl TFE731.5BR P-107751 P-107748 P-107575 P-I07567 Pratt & Whitney Canada JT I 5D-5 PCE-JA0287 PCE-JA0291 PCE-100292 PCE-100258 Pratt & Whitney Canada PT6A-42 PCE-P10330 PCE-P10329 Pratt & Whitney Canada JT I5D-5A PCE-108456 PCE-I 08459 ENGINES I TOTAL NUMRER INVOI VED 12 MAKE(S) SEE ABOVE SERIAL NO. SEE ABOVE PROPELLERS I TOTAL NUMBER INVOI VFII MAKE(S) SERIAL NO. SPARE PARTS -LOCATIONS I TOTAL NIIMRER INVOI yrn LOCATION RECORDEDCONVEYANCE FILED IN: N893CW, RAYTHEON AIRCRAFT CO HAWKER 800XP, SiN 258603 AC FORM 8050-2.3 (1.96) (11052-00-912-6000) SDNY_GM_02759256 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246 I 78 EFTA01330641

SDNY_GM_02759257 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246 I 79 EFTA01330642

U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION CROSS-REFERENCE—RECORDATION SEE CONVEYANCE NO FILING DATE: This form is to be used in cases where a conveyance coven several aircraft and engines, propellers, or locations. File original of this form with the recorded conveyance and a copy in each aircraft folder involved. TYPE OF CONVEYANCE Aircraft Inventory Security Agreement DATE EXECUTED 3/18/05 FROM Flight Options LLC DOCUMENT NO. YYOY0 I51 TO OR ASSIGNED TO Raytheon Aircraft Credit Corp DATE RECORDED 5- e -OS— THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: AIRCRAFT (Lin by registration/lumber) I TOTAI NUMBER INVOI vFn 6 N893CW N456CW N896CW _., N604TA N787TAV N525CW Honeywell Intl . TFE731.5BR P-107751 P-I07748 P-107575 P-107567 Pratt & Whitney Canada JTI5D-5 PCE-JA0287 PCE-3A0291 PCE-100292 PCE-I 00258 Pratt & Whitney Canada PT6A-42 PCE-P10330 PC&P10329 Pratt & Whitney Canada JT I5D-5A PCE-108456 PCE-I08459 ENGINES I TOTAI NUMBER INVOI %MD V? MAKE(S) See above list SERIAL NO. See above . PROPELLERS I TOTAI NUMLIFR INVOI yrn 0 MAKE(S) SERIAL NO. SPARE PARTS -LOCATIONS I TOTAI NI IMRFR INvol.vrn 0 LOCATION RECORDED CONVEYANCE FILED IN: N893CW, Raytheon Aircraft Company Hawker 800XP, serial 258603 AC ( )( 52-00-M24800) SDNY_GM_02759258 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246 I 80 EFTA01330643

SDNY_GM_02759259 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246181 EFTA01330644

U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION CROSS-REFERENCE—RECORDATION SEE CONVEYANCE NO FILING DATE: This font, is to be used in cases where a conveyance covers several aircraft and engines, propellers, or locations. File original of this form with the recorded conveyance and a copy in each aircraft folder involve . TYPE OF CONVEYANCE Aircraft Security Agreement DATE EXECUTED 4/1/05 FROM Flight Options LI.0 DOCUMENT NO. VY TA -6150 TO OR ASSIGNED TO Raytheon Aircraft Credit Corp DATE RECORDED t - CI - OS THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: AIRCRAFT (Liu by regtsuatxm number) I MIA! NIIMRFR INVOl VFD 7 N440CW N456CW N699CW N731TA N775TA ...... N787TA N6 I TTA Pratt & Whitney Canada Ltd JTI 5D-5 Pratt & Whitney Canada Ltd PT6A-42 PCE-100260 PCE-I 00261 PCE-P10483 PCE-P10479 PCE- I 00292 PCE- I 00258 PCE-JA0316 PCE-JA0317 PCE4A0322 PCE-JA0323 PCE-.140287 PCE-3A0291 General Electric CF34-3A 350250 350263 ENGINES I TOTAI NUMRFR INVOI wn 14 MAKES) See above SERIAL NO. see above PROPELLERS I TOTAI NIIMRFR Nyco .vnn 0 MAKE(S) SERIAL NO. SPARE PARTS -LOCATIONS I TOTAI NIIMRFR (NM VFI, 0 LOCATION RECORDED CONVEYANCE FILED IN: 1.1440CW, Beech 400A. serial RK-40 AC FORM $050-23 (1.96) (0052-004324000) SDNY_GM_02759260 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246 I 82 EFTA01330645

SDNY_GM_02759281 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246183 EFTA01330646

U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION CROSS-REFERENCE—RECORDATION SEE CONVEYANCE NO FILING DATE: This form is to be used in cases where a conveyance covers several aircraft and engines, propellers, or locations. File original of this form with the recorded conveyance and a copy in each aircraft folder involved. TYPE Of CONVEYANCE (N482CW - F73635 et al C005, Pg I) Amendment to Promissory Note and Security Agreement (Subst) DATE EXECUTED 4/21/05 FROM Belford Management Services LLC DOCUMENT NO. YY040066 TO OR ASSIGNED TO Bank of America NA - administrative agent DATE RECORDED April 29, 2005 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: AIRCRAFT (List by registrationnumber) I TOTAL NI IMRFR MVO! vrn I N787TA 4../. Replaces & Releases: N482CW Pratt & Whitney Canada JTI5D-5 PCE-JA-0213 PCE-JA021I ENGINES I TOTAI NIIMRFR INVOINFD 7 MAKE(S) Pratt & Whitney Canada JTI5D-5 SERIAL NO. PCF4A0287 PCE-JA0291 PROPELLERS I 'wrist AnRARER IsivetvEn 0 MARES) SERIAL NO. SPARE PARTS —LOCATIONS I TOTAL NIIMRFR INVOI %/En 0 LOCATION RECORDED CONVEYANCE FILED IN: N482CW, Raytheon Aircraft Company 400A, serial RK-222 AC FORM $050.23 (1146)(0052a5824000) SDNY GM 02759262 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246184 EFTA01330647

SDNY GM 02759263 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246 I 85 EFTA01330648

FORM APPROEID a. RA !MOM la a UNITED SPIES OF AVOCA oemmuert OF TRANSPORIATKIM PISEAR; eaRsas AlatIlibriONa IN:I lillanT MIN011ata. COITS . AIPCRAFT moammom APPIXAMIN 0.5 CERT. ISSUE DATE 0) wn mis alerto emAnoai• Hume N 787tH m MOW MANJFA(IIIRER a MOM Itantiece Aircraft CarcerlY 4COk PR 29 2a(15 mow, WAAL Me YY RC- 260 FOR FM USE ONLY 1W! Of PCOgrnumote lash enad itei O I. intials O 2. POSSMIP O 3. Oneralen Coate O a awn O S..."4:amn NNE OF APFECWE (Pao, Nom m tem et crailts ll Sea SA• RN nava en neeR. •• " 00 la/ 11, I.) Air thislaine. Lt. 6.256 of 1039.% (lee Attadrent 404.(etak +0.1:4:5 ) Tama, must., I ADDRESS pierawa misart i r eht %Myr Ir. lex I wet OMICO Mews noun on ) 26183 Orrtiss - Wrir Parkway were. aid Mt PAS RAS PD. Ilic CITY Richard !bights SOME CH ZIP COOS 44143 O CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS Arremom Reed the following statement before signing this SpOREAllOn. This portion MUST be completed. A leleentslonea now lb it" pedal n ern Warn if to ranch V pinshroort by Ono aril' a nwryommet FIS. Cede. Me a Sc. 108.) CERTIFICATION IWE GERM^. III ,AN Os arm MOM is end ly IPS Leasaia'ed Sort. S a s ober le-cs.Ona COPOnleell el Oa Mid Sena Pa VETS Ilia OAP nom el imam I. of O4EOc ENE AS APPROPRIATE: a. O A wave a s SS alba (Fa 1-I31. a Form 1461) NO. b. GMA coalmen papanabp none era derg bans weer es Ian 0 taw) DelaWare and iscst-indttreakontnalrotArLtstrfrirt.reveres- - 03.. erne is tobr imams Isar Oro bon a to *O. Wray. gm M Its *0 Nola a Orooap rs arlad or re bed lied *in Pt NSW ...4m .0"sC r IS. NOTE' IT ImmIANI let ccreemenAID a Cyrano mud soon Use reVerS0 5469 II necessary TYPE PRI NAME SIGNANJ m ulAssistant Secretary - °prim', LW DATE 4i1S R. DAutentan MU as IrrFect for Air Ghi.slaine, on Inc. mu * \ DATE tore Panto nau cd Pe Carlaceisc d Mena MOWS Me Sava miry bir Opera let • peed na e ass al. deft S Ste MS Pe Pea ceps of lee apteasten met be deed el Neal AC FORE MI WON COMUINKIHOM SDNT_GM_02759264 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00246186 EFTA01330649

• VIWEIV1NO -" All0 VVIOHV1NO IS: .Z Wd TZ 8d61 dO NOLLVIIIS1338 VV2 HUM 03113 SONY_GM_02 759265 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00246 I 87 EFTA01330650

ATTACHMENT TO AIRCRAFT REGISTR TION APPLICATION it -9(...435 Reg II: N787TA Model: Raytheon Aircraft Company 400A &NM: RK-260 Name of Applicant: Owning an undivided Interest of: 1.) 2.) Bergen Southwest Steel, Inc. 3.) Grand/Salon Transportation, LLC 4.) Coronado & Associates, LLC 5.) Kirk Air, LLC 6.) Grand/Sakwa Transportation, LLC 7.) Brookvale Express, LLC 8.) Belford Management Services, LLC 9.) J. Stark Thompson 10.) John P. Hayes 11:) Stephens Investment Management, LLC 12.) Renegade Swish, LLC 13.) Flight Options. LLC 14.) 15.) Signatures: outer man 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 25.00% of 100% Title: Assistant Secretary of Flight Options, LLC acting as Attorney-in-Fact for .4.5.6,7,8,9,10,11,12 Address: Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Date: tkoltrOC istant Secretary of Flight Options, LLC for #13 a-\OC By signing above, the applicant agrees and stipulates (I) to the terms conottions and cerbficalion of the AC Form 8050-1 Ascraft Registration application, to which INS page is attached (the 'Application'), (II) that all of the 'Son-nabob sei forth on the Application Is true and aired as ol this date, and (III) the Application may be executed by 010 co-owners by executing separate counterpart signature pages, each of mach when so executed and delivered shag be an original, but ell such counterparts shall together consume but one and the same application. SDNY_GM_02759266 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246 I 88 EFTA01330651

• YH0WIN0 All3 VI101O1)10 ZSZWd I2 NU SE US NOLLY211910311±3nouly...i WU KIM 03114 SDNY_GM_02759267 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA _00246189 EFTA01330652

FORM APPROVED OMB NO 2120-0042 U. S. DEPARTMENT UNITED STATES OF OF TRANSPORTATION ADMINISTRATION AMERICA FEDERAL AVIATION OF SALE YY090065 CONVEYANCE RECORDED FIR L DERAL DMINIS 6.25% 29 All 7 02 AVIATION I-RATION r Do Not write In This Block FOR FAA USE ONLY AIRCRAFT BILL FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CRIBED AS FOLLOWS: UNITED STATES REGISTRATION 2065 NUMBER N 787TA AIRCRAFT MANUFACTURER & MODEL I- RAYTHEON AIRCRAFT COMPANY 400A I AIRCRAFT SERIAL NO. RK-260 DOES THIS 0._ DAY OFKIR 2005 HEREBYSELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: PURCHASER NAME AND ADDRESS (IF INDIVIDUAL (S), GIVE LAST NME, FIRST NAME, AND MIDDLE INITIAL.) RENEGADE SWISH, LLC 26180 CURTISS-WRIGHT PARKWAY RICHMOND HEIGHTS, OH 44143 OF 100% DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS,191 DAY OFfift, 2005. SELLER NAME (S) OF SELLER (TYPED OR PRINTED) SIGNAT S) (I INK) (IF FOR C FtSHI ,ALL S TITLE (TYPED OR PRINTED) aSTANT FLIGHT OPTIONS, LLC AMES R. DAUTERMAN SECRETARY ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER, MAY SE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition Tr/7A0 ESIIMUILW SDNY_GM02759268 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_00246190 EFTA01330653

VV:0111/1:10 VislOWI1NO IS Z bid 12 Iiclii S003.- as i;JI1Vii1SI33a 11,71121;07.:, V7 I. 01.1M 03:114... • SDNY_GM_02759269 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246191 EFTA01330654

FORM APPROVED 42, OMR NO. 2120-0042 UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE IQ Ca '• . -4 'V 143 T 0 9 0 0 64 RECORDED 29 AM 7 02 AVIATION NATION , Write In This Block F Do Na OR FAA USE ONLY FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CONVEYANCE CRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N 787TH 2005 OR AIRCRAFT MANUFACTURER & MODEL FECERAI. RAYTHEON AIRCRAFT COMPANY 400A ADMINIS AIRCRAFT SERIAL NO. RK-260 DOES THIS2MAY OF \'2005 HEREBY SELL, GRANT. TRANSFER AND DELIVER ALL RIGHTS, TITLE. AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: PURCHASER NAME AND ADDRESS (IF INDIVIDUAL (S). GIVE LAST NAME. FIRST NAME. AND PADDLE INITIAL.) STEPHENS INVESTMENT MANAGEMENT, LLC 6.25% OF 100% 26180 CURTISS-WRIGHT PARKWAY RICHMOND HIS., OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THISMSt -OF APR., 2005. SELLER NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) (IN INK) ECUTED F OWN SHIP ALL MUST TITLE (TYPED OR PRINTED) PAUL STEPHENS ISTANT SECRETARY JAMES R. DAUTERM F FLIGHT OPTIONS, LLC ACTING AS ATTORNEY- IN-FACT FOR PAUL • STEPHENS ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition SDNY_GM_027 59270 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246192 EFTA01330655

TelOHEINO A113 vvioNvilo TS Z Wc1 12 BdU S007, H9 NOILVILLS1038 LJD33111y0 rdi IllIM 0311) 759271 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, SDNY_GM_02 15, and 17 EFTA_00246193 EFTA01330656

FORM APPROVED OMB NO. 21200042 YY090063 CONVEYANCE RECORDED APR 29 1119 7 02 AVIATION AMAIN'S iiiATION Do Na Mlle In This Block FOR FM USE ONLY CID co N as -4 ts UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N 7 87TA 2005 AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400.4 FEDERAL AIRCRAFT SERIAL NO. RK-260 DOES THIS 944. DAY OF f.f .S 2005 HEREBY-SILL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: PURCHASER NAME AND ADDRESS (IF INOMDUAL (S). GIVE LAST NAME. FIRST NAME. AND MIDDLE INITIAL.) PAUL STEPHENS 6.25% OF I00% 26180 CURTISS-WRIGHT PARKWAY RICHMOND HEIGHTS, OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE. HAVE AND TO HOLD TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THISDASC 2005. • DAY OFpeTa SELLER NAME (S) OF SELLER (TYPED OR PRINTED) SIG E (S) ON MK) (I XE DF OWNERS IP. L MU ON TITLE OR PRINTED) FLIGHT OPTIONS, LLC ASSISTANT JAMES R. DAUTERMAN SECRETARY ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FM RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition SDNY_GM_02759272 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 1O, 15, and 17 EFTA_00246194 EFTA01330657

VHOHV1NO 4110 VWOHV1)10 IS 2 Wci 12 MI SW NOIIVII1S1038 VVi HUM 03113 SDNY_GM_02759273 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246 I 95 EFTA01330658

FORM APPROVED OMB NO. 2120-0042 UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE Y Y 0 4 0 0 6 2 CONVEYANCE RECORDED NGS APR 29 fill 7 02 FEDERAL AVIATION ADMINIS DiATION Not Tnis Mx* FOR D Were In 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 THISAIW DAY OF it 2005 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: Ce 111 CI) < (.4 X ce D 0. NAME AND ADDRESS (IF INDIVIDUAL (S). GIVE LAST NAME, FIRST NAME. AND MIDDLE INITIAL.) JOHN P. HAYES 6.25%0F 100% 26180 CURTISS-WRIGH'T PARKWAY RICHMOND HEIGHTS, OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THISQ19 DAY OFK(4 2005. SELLER NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATU (S) ( INK) (IF E CUT D FOR O-• ERSHI ALL LISTS, TITLE (TYPED OR PRINTED) FLIGHT OPTIONS, LLC 1STANT ES R. DAUTERMAN SECRETARY ACKNOWLEDGEMENT NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (9192) (NSN 00.52-00-629-0003) Supersedes Previous Edition liJ N) -4 SONYGM_02759274 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246196 EFTA01330659

VVIOtiV1NO A/10 Vi0HV1NO SS 2 Lid 121118 SOO?, US NOVHISID3U ISVUOUIV VV3 HIM 1:3311 SDNY_GM_02759275 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246197 EFTA01330660

FORM APPROVED OMB NO 2120-0042 UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE YY040061 CONVEYANCE. RECORDED APR 29 All 7 01 FEDERAL AVIATION ADMINISTRATION Write In This Do FOR Write FAA USE O Block ONLY FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N 787TA /005 AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-260 DOES THIS 0 51 DAY OF %AN 2005 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: PURCHASER NAME AND ADDRESS (IF *ANIMAL (5). GIVE LAST NAME. FIRST NAME, AND MIDDLE INITIAL.) J. STARK THOMPSON 6.25% OF 100% 26180 CURTISS-WRIGHT PARKWAY RICHMOND HEIGHTS, OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE HAVE -1-St_ . AND TO HOLD TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS,) 2005. DAY OFIVefl, - SELLER NAME (S) OF SELLER (TYPED OR PRINTED) SIGN • RE (S) (IN INK) E CUTEDF O-OWNE r IP ALL MU SIG TITLE (TYPED OR PRINTED) FLIGHT OPTIONS, LLC ASSISTANT JAMES R. DAUTERMAN SECRETARY ACKNOWLEDGEMENT NOT REQUIRED FOR PURPOSES OF FM RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT. ". r ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052,09129t9093) Syper,sedes Previous Edition SDNY_GM_02 759276 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 fJ ai %.1 EFTA_00246198 EFTA01330661

VWOHV1NO AllO VPIOHV1H0 12 l Lid 12 2d9 SOO? EG NOUP8114038 1.0Valif filIM 0311 SDNY_GM_02759277 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246199 EFTA01330662

. - FORM APPROVED OMB NO. 2120-0042 UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N 787TA AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A 21, • AIRCRAFT SERIAL NO. RK-260 DOES THISt9119_DAY OF WA 2005 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: T T 0 0 0 6 0 CONVEYANCE RECORDED 05 APR 29 All 7 01 FEDERAL AVIATION ADMINIS riiATION Do Not Write In This Block FOR FAA USE ONLY PURCHASER NAME AND ADDRESS (IF INDNIDUAL (5). GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL.) BELFORD MANAGEMENT SERVICES, LLC 6.25% OF 100% 26180 CURTISS-WRIGHT PARKWAY RICHMOND HEIGHTS, OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS9A&I DAY oFfirC 2005. SELLER NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) N INK) (IF D F E' P. MUST TITLE (TYPED OR PRINTED) FLIGHT OPTIONS, LLC ,......)../".-- ASSISTANT AMES R. DAUTEFtMAN SECRETARY ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FM RECORDING: HOWEVER, MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition • • . I " SDNY_GM02759278 e SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFI'A_00246200 EFTA01330663

VII0HV1:40 ALIO VPIOHtflUO TS 2 Wd 12 8dici SOO? afl 1101.1Y1:11.91038 VV3 1.111M 03113 SDNY_GM_02759279 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246201 EFTA01330664

FORM APPROVED OMB NO 2120.0042 YY090059 CONVEYANCE RECORDED APR 29 all 7 01 AVIATION DMINIS NATION Do Not Wine In This Block FOR FAA USE ONLY ei S21 t.) L" UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CRIBED AS FOLLOWS: . UNITED STATES REGISTRATION 2005 NUMBER N 787TH AIRCRAFT MANUFACTURER & MODEL FEDERAL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-260 DOES THISa\k.DAY OFWA, 2005 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: PURCHASER NAME AND ADDRESS (IF INDIVIDUAL (S). GIVE LAST NAME, FIRST NAME. AND MIDDLE INITIAL.) BROOKVALE EXPRESS, LLC 6.25% OF 100% 26180 CURTISS-WRIGHT PARKWAY RICHMOND HEIGHTS, OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE HAVE WS, AND TO HOLD TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 2005. DAY OFfell:205S- rt w ...I -I IQ in NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) (IN INK) CUTED F R CO-OWN ALL M SIGN. TITLE (TYPED OR PRINTED) FLIGHT OPTIONS, LLC SISTANT JAMES R. DAUTERMAN SECRETARY ACKNOWLEDGEMENT (NOT REOUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER, MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT. ORIGINAL: TO FAA . AC Form 8050-2 (9/92) (NSN 0052-00.629-0003) .i: t .n Supersedes Previous Edition . SDNY_GM_02759280 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246202 EFTA01330665

VWOHV1310 Al10 VHOEIV1NO TS 2 Wd 12 HeHI SOO? EE NOIIVELS1038 .1.AVEDEIV VV4 1IIIM 03113 SDNY_GM_02759281 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246203 EFTA01330666

U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION CROSS-REFERENCE—RECORDATION SEE CONVEYANCE NO FILING DATE: This form is to be used in cases what a conveyance covers several aircraft and engines, propellers, or locations File original of this form with the recorded conveyance and a copy in each aircraft folder involved. TYPE OF CONVEYANCE (V006359, C -- , Pg --- ) Amendment to Aircraft Inventory Security Agreement DATE EXECUTED 4/5/05 FROM Flight Options LLC DOCUMENT NO. Y Y0 1001 I TO OR ASSIGNED TO Raytheon Aircraft Credit Corp DATE RECORDED 4- 25-0 C THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: AIRCRAFT (Liu by registration number) I TOTAI NUMBER INVOI yen 7 N381CW N735TA N407CW N497CW N787TA ,--- N797TA N728TA Pratt & Whitney Canada JTI5D-5 PCE-JA03113 PCE-JA0319 PCE-JA0387 PCE-JA0386 PCE-M0366 PCE-3A0365 PCE-140287 PCE-JA0291 PCE-M0300 PCE-JA0301 Honeywell Intl (formerly Garrett AiResearch) TFE731-58R P-I07272 P-107271 Honeywell Intl (formerly Garrett AiResearch) TFE73 I -3 P-87335 P-87336 ENGINES I TOTAI NIIMRFR iNVOI VFII 14 MAKE(S) See above SERIAL NO. see above PROPELLERS I IOTA' NI IM FR INVOl vrn 0 MAKE(S) SERIAL NO. SPARE PARTS -LOCATIONS I TOTAI NI IMRFR NVOI vrn 0 LOCATION RECORDED CONVEYANCE FILED IN N381CW, Cessna 650, serial 650-0111 (V006359, C319, Pg I) SDNY_GM_02759282 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246204 EFTA01330667

SDNY GM 02759283 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246205 EFTA01330668

U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION CROSS-REFERENCE-RECORDATION SEE CONVEYANCE NO FILING DATE: I This form is to be used in cases where a conveyance covers several aircraft and engines, propellers, or locations. File original of this form with the recorded conveyance and a copy in each aircraft folder involved. TYPE OF CONVEYANCE SUPPLEMENT SEE CONVEYANCE S I 22733 (C306, PG I) DATE EXECUTED 9/9/04 FROM FLIGHT OPTIONS LW DOCUMENT NO. V `, 0399 iy TO OR ASSIGNED TO RAYTHEON AIRCRAFT CREDIT CORP DATE RECORDED 41" /3 - 0C THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: AIRCRAFT (List by registration number) I rani. Ni RARER INVOI VFe) 21L N402CW N43ICW N456CW N407CW N787TA •"*"..-- N6 I9TA N525CW N845CW N730TA N4 I SCW N440CW N46ICW now ging.- ./N495CW N437CW N785TA N605TA N826CW NSSICW N707TA 1,17541A ENGINES ( TOTAL NIIMRFR NON VED 40 MAKE(S) SEE ATTACHED SERIAL NO. SEE ATTACHED PROPELLERS I TOTAI NUMBER INVOLVED MAKE(S) SERIAL NO. SPARE PARTS -LOCATIONS I T(TrAl NUMRER INVOI VET) LOCATION RECORDED CONVEYANCE FILED IN: N798TA, S/N RIC-I 98, RAYTHEON AIRCRAFT CO 400A • )( SDNY_GM_02759284 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246206 EFTA01330669

SDNY_GM_02759285 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246207 EFTA01330670

FOAM APPROVED OM No 2120:0042 at :1 UNITED SURER O AMMO OIRPATIENT OP TRANSPORTATION mega MAIM " I, Amenewomase TWITIKRIYARIONNIACAL COMM AIRCRAFT REOSTACIDNAPPUCAZICS4 ' a) Can. ISSUE DAT p Ism swis FINCTIWIC•1 MAW N787TA 0, AMORAFT AWILIFACTUFER & MODEL Raytheon Aircraft Company' 400A yy APR 12 2005 AM MAR SEAM No. RK-260 FOR FM USE ONLY TYPE OF RIOSTRATION Meth owl 'NO • '. • 0 i Individual O 2. Primal* O a ORPORIPOTI tift room OS Govt 0 S. P.2.%eitign an NAME OP IPPLICINT (Penon(4) Son on eAdiewo ol Gas* I IrdwONA 04* Noi eat fry nose. rd , weal I II, 7.) Flight Options, LLC 62.50% of 100% .(2.ee Attachment cidifea !..:7‘.04; .) 1/1EPTIONE PAPAWS I I MORES. (Pennowil nwlEr0 SOS rriur gartarortiggr illOrkses. Sacs esamemmare 0•41.4^, wawa arty 26180 Curtiss-Wright Parkway Nee RoAR Pa am. CITY Richmond Heights STATE OH ZIP CODE 44143 0 CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Reed the following statement Delon signing this application. This portion MUST be completed. A Moe a 0ar** ism t 0 'ant [rowan n ma Sawa ma, to gr0.42}4 fa ponsArrort by Aro and 'ann.-wenn II. OW* TOT It Sc. TOOT) CERTIFICATION 42,E CERTIFY (I) Thai We stow Oven * on* by SW tederopsw *plant Arc &gamy, (44:loonl 4070 •440,4) al Ow MAW Weds CAN wins Mat gla rens of OAS For. CRC( ONE AS APPROPRIATE: & 0 A NIMerd Oen ear rive mpotolon (Form 4.151 or Fom4 05611 No It 0 Asenolizon oroorston crated 4449 Oar* tmeneel tray the Win ol IsWe) Rd mid moot is base* aro wow./ Want* UM*, Sibs Ricons a now bath we Pala Tor Tr --a RI Rol to acre e n Amen* yaw Po lows a wry Taw o:teent. wd IJI That bad evaence onnint4p a aanid of nas Own *Id sin Iv Trams Avaton Aannatnna, NOTE II exeCuted 'or coonnersho ell avant, akig w2n Use reverse We iI noCessary TYPE O NAME L SIGNATURE r nth AN 'grant Secretar DAT,' e Options, LLC3.34:5 o awes R. Dautennan DATE of SMARM TOLE DATE NOTE PenOng mop ol Ow Col*** al Poodll Reglelmlon 14 amid, may to mead la awa, n a memo/ 90 dept 0.nro oath Wee PINK cal el NA Rokmon enal be end in to arcs* - AC km SOSO-I (Mb) 101620062SOOM SDNY_GM_02759286 :T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFIA_00246208 EFTA01330671

• • ViI0HVUO ALIO tillOtiViNo " 2 tdd IC litIld Sae 88 NOiltql.LSI038 8ir VVI HUM 031)4 SONY_GM_02 759287 1 :T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA 00246209 EFTA01330672

ATTACHMENT TO AIRCRAFT RE 1ST TION APPLICATION 3 -31-(S 1.) 2.) 3.) . 4.) 5.) 6.) 7.) 8.) 9.) 10.) 11.) 12.) 13.) 14.) 15.) Reg #: Model: SfN#: Name of Applicant: Air Ghislaine, Inc. N787TA Address: Shown on Original form hereto Raytheon Aircraft Company 400A RK-260 Owning an undivided Interest of: 6.25% of 100% Bergen Southwest Steel, Inc. 6.25% of 100% Shown on Original form hereto GrandlSakwa Transportation, LLC 6.25% of 100% Shown on Original form hereto Coronado & Associates, LLC 6.25% of 100% Shown on Original form hereto Kirk Air, LLC 6.25% of 100% Shown on Original form hereto Grand/Sakwa Transportation, LLC 6.25% of 100% Shown on Original form hereto Signatures: aulcnnan Title: Assistant Secretary of Flight Options. LLD acting orney-in-Fact for 1,2,3,4,5,6 Date: By signing above. the applicant agrees and stipulates (I) lo the terms. conditions and certification 01 the AC Form 8050-1 Mash Registration Application. to which Mrs page is attached (the *Applicabon"). (II) that all of the information sot forth on the Application is true and cured as of this date, and (III) the Application may be executed by the co-owners by executing separate counterpart signature pages. each of which when so executed and derwered shall be an original, but all such counterparts shall together constitute but one and the same application. SDNY_GM_02759288 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246210 EFTA01330673

VPI0HV1310 A113 Vi101O1)40 te 2 bid IC OW SOD? 88 NOIIVUIS133e114V$0211,/ VVJ filIM 0311j SDNY_GM_02759289 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0024621 I EFTA01330674

1 FORM APPROVED oms NO. 2120.0042 UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION Y AIRCRAFT BILL OF SALE i Y 0 3 9 9 0 9 C ORDED RP1 10 39 AVIATION S NATION Write In Block F Do Not OR FAA US TNs E ONLY FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL CONVEYANCE AND BENEFICIAL TITLE OF THE AIRCRAFT DES- RE CRIBED AS FOLLOWS: . UNITED STATES REGISTRATION 2005 APR 12 NUMBER N787TA AIRCRAFT MANUFACTURER & MODEL FtutK4L RAYTHEON AIRCRAFT COMPANY 400A ADMIN AIRCRAFT SERIAL NO. RK-260 DOES THISPTh DAY OF MAR., 2005 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: PURCHASER NAME AND ADDRESS (IF INDIVIDUAL (S): GIVE LAST NAME: FIRST NAME. AND MIDDLE INITIAL.) FLIGHT OPTIONS, LLC 6.25% OF 100% 26180 CURTISS-WRIGHT PARKWAY RICHMOND HIS., OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THISSOI OF MAR., 2005. ce 5 Is/ 0 NAME (S) OF SELLER (TYPED OR PRINTED) SIGp URE (S) (IN INK CUTED . ALL MU SIGN TITLE (TYPED OR PRINTED) PILGRIM COVE AIR, LLC STANT SECRETARY JAMES R. DAUTERMAN OF FLIGHT OPTIONS, LLC ACTING AS ATTORNEY- IN-FACT FOR PILGRIM COVE AIR, LLC ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FM RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition 9WIEAD CO'S 18360143333 SDNY GM_02759290 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 1O, 15, and 17 EFTA_00246212 EFTA01330675

C .1 VWOHVlN0 All0 VP101O1N0 )..0 2 bid IC Mild SOD? /18 NOILVVIS1038 1448381V YYJ HII1A 03114 SDNY_GM_02759291 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246213 EFTA01330676

U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION CROSS-REFERENCE-RECORDATION SEE CONVEYANCE NO FILING DATE: This foam is to be used in cases where a conveyance covers several aircraft and engines, propellers, or locations. File original of this form with the recorded conveyance and a copy in each aircraft folder involved. TYPE OF CONVEYANCE (Master N798TA, conveyance SI22733 et al, C306, Pg I) Supplemental Aircraft Inventory Security Agreement DATE EXECUTED 11/30/04 FROM Flight Options LLC DOCUMENT NO. YY039890 TO OR ASSIGNED TO Raytheon Aircraft Credit Corp DATE RECORDED April 7, 2005 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: AIRCRAFT (IM by 'nub-moon number) I TOTAI NIIMRFR INVOI VFO 10 N494CW N440CW N422CW N432CW N457CW N482CW N787TA  N257CW N270CW N824CW Pratt & Whitney Canada Ltd 11-1513-5 Pratt & Whitney Canada Ltd JTISD-4 PCE-100190 PCE-100220 PCE•71338 PCE400189 PCE- 100248 PCE-70597 PCE-100260 PCE- 100245 PCE-71469 PCE-100261 PCE-100289 PCE-71467 PCE-100223 PCE- I 00294 PCE-JA0213 PCE-JA0287 PCE-JA021I PCE-JA02511 Honeywell Intel TFE731-5BR P-91199 P-91258 ENGINES I TOTAI NIIMRFR INVOI vFri 70 MAKES) See Above SERIAL NO. See above PROPELLERS I TOTAI NIIMRFR INVOI VED 0 MAKES) SERIAL NO. SPARE PARTS -LOCATIONS I TOTAI NIIMRFR INVOI VFII 0 LOCATION RECORDED CONVEYANCE FILED IN: N798TA, Raytheon Aircraft Company 400A, serial RK-198 AC FORM 8050-23 (1-96)(00.52-00-582-6000) SDNY_GM_02759292 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002462 14 EFTA01330677

SDNY_GM_02759293 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246215 EFTA01330678

U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION CROSS-REFERENCE-RECORDATION SEE CONVEYANCE NO FILING DATE: This form is to be used in cases where a conveyance covers several aircraft and engines, propellers. or locations. File original of this form with the recorded conveyance and a copy in each aircraft folder involved. TYPE OF CONVEYANCE SUPPLEMENTAL AIRCRAFT INVENTORY SECURITY AGREEMENT (SEE MASTER N798TA, CONVI SI22733, C306, PG I) DATE EXECUTED 10/4/2004 FROM FLIGHT OPTIONS LLC DrvIIME141 NO. yyo 39813 TO OR ASSIGNED TO RAYTHEON AIRCRAFT AIRCRAFT CREDIT CORP DATE RECORDED 4 - 4 THE FOLLOWING COLLATERAL IS COVERED BY.THE CONVEYANCE: AIRCRAFT (List by animation ameba) 1 TOTAI NI IMRFR Twill VET) 16 N402CW N418CW N422CW N456CW N462CW N482CW N787TA •••••°- N793TA N729TA N754TA N816CW N862CW N3 I6CW N605TA N6 I9TA N257CW ENGINES I TWA! NI ISMER IN VOI WI) 32 MAKE(S) . SEE ATTACHED LIST SERIAL NO. SEE ATTACHED LIST PROPELLERS I TOTAL NI larnmi mann Vrn MAKES) SERIAL NO. SPARE PARTS —LOCATIONS I Trrroa NINTIFR INVO! vrn LOCATION • RECORDEDCONVEYANCE FILED IN: N798TA, S/N RK-I98, RAYTHEON AIRCRAFT CO 400A AC FORM 8050-23 (I-96) (00240-561-6000) SDNY_GM_02759294 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 0(1246216 EFTA01330679

SDNY GM 02759295 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002462 I 7 EFTA01330680

V006484 LOAN (For use on deals drawn underetfinkitacgr itI0IMPXgreement) FAA RELEASE 2005 1TIR 29 Pfl 3 29 FEDERAL AVIATION ADMINISTRATION to e Raytheon Aircraft Company Model 4O0A Manufacturer's Serial No. RK-260 Registration No. N787TA Engine Make and Model Pratt & Whitney JT15D-5 Engine Serial Nos. PCE-JA0291 & PCE-JA0287 Propeller Make and Model N/A Propeller Serial Nos. N/A The undersigned, assignee of the interest of Raytheon Aircraft Credit Corporation, Secured Party under the Security Agreement dated December 3O, J999 with Nassau Holdings, Inc. as Debtor, recorded by the Federal Aviation Administration on March 27 , 2000 as Conveyance No. NN019131* , which Security Agreement was assigned to the undersigned pursuant to the FAA Assignment dated as of Sempmher 22 , 2O03 recorded by the FAA on October 8, 2003 as Conveyance No. FF001657 , hereby releases all of its interest in the collateral covered by said Security Agreement. Qk°17' ) Dated this day of March 2O05 SEE RECORDED CONVEYANCE NUMBER AMC 19131.—if DOCK) 0 val. PAGESL BANK OF AMERICA, NATIONAL ASSOCIATION AS ADM RATIVE AGENT By: Kathleen M. Carry, Viet resident BA0063 The undersigned assignors hereby release all of their interest, if any, in the collateral covered by the Security Agreement described above. e a Dated this day of March, 20O5 . Raytheon Aircraft Receiva on By: Narne: Ardrew A. Mathes Title: President Raytheon Aircraft Credit By: N. : Title: President General Aviation Receivab C By: Nam : A. Mathaz Title: President This Release shall consist of this one page only, with no schedules, appendices or similar attachments attached hereto. *and FAA Assignment from Raytheon Aircraft Credit Corporation to Raytheon Aircraft Receivables Corporation and further assigned from Raytheon Aircraft Receivables Corporation to Bank of America, National Association as Administrative Agent dith Assignment dated 12/3O/99, MBIA GA IDAN Rpt VASE DCC recorded 3/27/0O, as Conveyance No. NN019131. SDNY_GM_02759296 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 1O, 15, and 17 EFTA 00246218 EFTA01330681

nW0HV1k0 A110 ViVONnyo 6" 9 WY 6 NU SOO? 88 NOI1ValS1038 VV1 UM 03111 SDNY_GM_02759297 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246219 EFTA01330682

FOAM Area:NW 0 OMI Mo. 212000M UNTO SIMS AMERICA OERVITIVENT OF TRANSPCRTATC.4 meat ma AlAmermncommat I' 0 0) sesstOmf AMMISercm meet MICRAFT REGISTRATION Areutaar CERT. ISSUE DATE Q7 ienerrme N 787TA REGISTRATION KAMER nn AMCPAPT MANUFACIURER I MODEL Raytheon Aircraft Company 400A MAR 9 MICIWIt NAIL Ma V 2 2005 RIC -260 • FOR FM USE ONLY TYPE OF REGISIRMON ICsoelt ell MA3 O 1. Mat O 2. Swinentro O 3. ceernleliOn qt Con O 5. Govt. O O. "Cln" NOME OF APPUCMff frerways/ Moan se Nemo et cewer00. II Inshiael gNo Ise ea Int net. NO MOD mai ill 2.) Air Ghislaine, Inc. 6.25% of 1002 See Attachment dtt -5...1_0 ;) • TIMPRONE MUMISPI: i / OECRESS'iPSe b am AtAnsw• no PEA SOX A mare *Mrest ISM C/O: flight Pientie Ird at 26180 Curtiss-Wright metre NS Mull Ise be ISemt/ Options, Parkway Mee Oka M: an Richmond Heights San 170 OH copE 44143 CI CHECK HERE F YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTE/TONI Reed the following statement before signing this application. This portion MUST be completed. A ISO a Syne, nee f0 tiny stew inn so:scow int, be pose. Pr polshrwrt try nu rrpricaurert is CODA Teo Ie. Sec MI CERTIFICATION RTE CERTIFY 01 male stem Moth 1/ oleml by Po wermirm swan me imam (nClurirg corosto-s, 0 Se Lad OSA. Fee mem te. eke a as mow A cc 0E01 ow AS APPRCPRIATE: • 0 A omelet don am Moo wont* Cram t.IS1 iv Fos 1411) Na b 1p A flaxen., coweon we tewe bins under Po Yes cA (00/1 Delmore rd " aro me moat N tame owe men its_ _ Unded Seen Rain to Molt Immo an am- -----26183- friffit-Hooh-Rtchated Hts., tit Ol ma to .ale a r nolslood te ewe of erg tweir tally. ore IR off ye NOTE: TYPE O under evideet• or ante. • ~re a AM — See we, Po Fend Meson Panistoson If execulecl fee toomWSR9 le eppicarts must sign Use remise sde II necessary RINT NAM W SIGNATURE cN TUBE " ThE(ssistant Secretary of I? acting ..... ... DATE t" I-CS wises OATE Jams R. Dautenren ALECtaia fa Air GhlOrine, nic. le MOSSATURE ME 'VP 12 -a. OATS NOM IINInPng the Gnaw* Rosmaance, my foramina, MOO or <I Myna rib. met to comma rota acme or 90 dreyt deg one., two the PPM cows/Pe IFOOkaa• fruit to owned n ins Ansel AC Foe 809)-I 0/03) 8052.0042$1007) SDNY_GM_02759298 :I TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, ; EFTA_00246220 EFTA01330683

lno • ;O4014V110 xio vricalvtiO .22 t km 1, 111111190Z toisasisiou souatv G31I3 SDNY_Oil_02759299 7 TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA 0024622I EFTA01330684

ATTACHMENT TO AIRCRAFT REGISTRATION ,— APPLICATION G1/403*(e6 1 114:Th 1.) 2.) 3.) 4.): 5.) 6.) 7.) 8.) 9.) 10.) 11.) 12.) 13.) 14.) 15.) Reg if: Model: SIN#: Name of Applicant: Pilgrim Cove Air LLC N787TA Address: Shown on Original form hereto Raytheon Aircraft Company 400A RK-260 Owning an undivided Interest of: 6.25% of 100% Bergen Southwest Steel. Inc. 6.25% of 100% Shown on Original form hereto Grand/Sakwa Transportation. LLC 6.25% of 100% Shown on Original form hereto Coronado 8 Associates. LLC 6.25% of 100% Shown on Original form hereto Kirk Air, LLC 6.25% of 100% Shown on Original form hereto Grand/Sakwa Transportation, LLC 6.25% of 100% Shown on Original form hereto Flight Options, LLC 56.25% of 100% Shown on Original form hereto Signatures: Title: Date: Assistant Secretary of Flight Options. LLC acting er.47n> #1, as Attorney-in-Fact for ames R. Bowerman Assistant Secretary of Flight Options, or #8 3-1-0S 3-1-C6 By signing above. the applicant agrees and stipulates (I) to the terms. conditions and certification of the AC Form 8050-1 Aircraft Registrabon Application. to which INS page is attached (the "Application"). (II) that al of the information set forth on the Application is hue and curled as of this date, and (III) the Application may be executed by the co-owners by executing separate counterpart signature pages, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same application. SCINIY_GM_02759300 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246222 EFTA01330685

Sr 14110W;MO X110 Vii01011)10 9Z I lAd L OW SOR N0WO31S10313 13\03010V 139 Vi i HIM 03113 SDNY_GM_02759301 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246223 EFTA01330686

FORM APPROVED 0448 NO. 2120-0042 UNITED STATES OF AMERICA , , U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE n n 6 Li 8 3 a 0 ''' ''' 07 m o RECORDE1 9 HI 3 16 AVIATI0N Do Not Write In This Block FOR FAA USE ONLY FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAIGONYEYANDE AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CRIBED AS FOLLOWS: UNITED STATES 2005 elliR e REGISTRATION FEDERAL NUMBER N787TA AIRCRAFT MANUFACTURER & MODEL ADMINISTRATION RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-260 DOES THIS 31' DAY OF DEC., 2004 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: PURCHASER NAME AND ADDRESS (IF INDIVIDUAL (5). GIVE LAST NAME. FIRST NAME. AND MIDDLE INITIAL.) FLIGHT OPTIONS, LLC 6.25%0F 100% 26180 CURTISS-WRIGHT PARKWAY RICHMOND HTS., OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 31" OF DEC., 2004. SELLER NAME (S) OF SELLER (TYPED OR PRINTED) ID-OWNERS '.A SIGNATURE (S) (IN INK) (IF E UTED FOR MUST SI ) TITLE (TYPED OR PRINTED) NASSAU HOLDINGS, INC. SSISTANT SECRETARY JAMES R. DAUTERMAN OF FLIGHT OPTIONS, LLC 6 ACTING AS ATTORNEY- IN-FACT FOR NASSAU HOLDINGS, INC. ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FM RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition 9:07./BY8) mss LCRIEISEC60 SDNY_GM_02759302 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246224 EFTA01330687

M0HrIN0 All0 Vii0HVINO 8e T Lid L HBW SOO? NOI1V8181338 10808IV VVd PLUM 031li SDNY_GM_02759303 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246225 EFTA01330688

ToRu APPII0333- 3 Me .n 2120433.42 0 UNITED SDITES a AMERICA DEPAI010/0 OF TRANSPORTAnCed Illalii. MOM AOSIOT•JOSS 44= IiilOOST MOKOMUTCAL an AfICAAFT REOISTRAT3N APPLICalSil la CERT. ISSUE DATE‘ j wow STATES FILIGISTRAMNPILIABISi fil 787TA AIRCRAFT IsinUFACTURER a =a Raytheon Aircraft Company 400A So Lb AIRCRAFT Sete ft . RK-260 FOR FAA USE 01411 Ten Cs RECISTACIXIN fates we eau 0 I. Intashal 0 2. Penn*/ 0 3 OXPORIen IR 4. Co-owner 0 5. Govt 0 a-MX.4:M" NAME CS APPLCMn (RinCefil tom an eats claimant I kidnieo. 00 is rent Nil rot vd n. nos I • 7 2.) Air Ghislaine, Inc. 6.25% of 100% (SHe Attachment acRY,63 Scia 1510 . TaEPHONE MASER ( I MICOESS (Perneeneet mars sTana b lim akin SWF MEW t lest FITTewl""IFFFIF FIFO S too ) ) C/O: Flight Options. LLC ranee. Feel ant 261Ril Curtiss -42i ht Parkway Al.i. Ras RO. Sew OTT Richmond Heights STATE OH DP COOS 44143 El CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS - ATTENTION! Reed the following statement before signing this application. This portion MUST be completed. A WAD of 4Wcooll war to wiry quasion r Na appleter nary to 9u.ndt to, prislimgri try AY and ' Of anr•OrnWel 111 S. Calle N. S.c OM) CERTIFICATION IV& Cain: 0) TTRI la aaa MOM OSS l• Soso ei IA 0.30,39, 0 Feeleern too to it ow toot.. cowolool TT /Ill USN Oa aollna awl tee rime as ha. I. Or _ CHEOC ONE AS APPOIOPPIATE: a. 0 A emlekol aim me Om *Ostrow tForrn 1-151 or Fos 1450 No. e Ere Isinateln olgoralmoi agave° ana moo boats lady Me toof 0 Resel Delaware ami rap:on sisallerniaMeDillDittikliceMilteette itch, ot— wee f 2) Thal On OWN IS MI easkored ink. Na Ion al any los.. COofty, ovf (3) he legal wawa an Ourrilio 11 allachol a PAS Sr fief toin lhot Footorta know menarsvonn ion: ll ananal fa 03.3990(399 a afelcants ma sign Use mums ado d necessary TYPE 0 INT SIG/ URE V. . Tel-E Assistant Secretary Options, IIC OWE 1 • Q e-JCIE; a §e A r late R. DAuterrom ME as Attorney-intr for Air Chislaine, bc. SIGNATURE 1111.E ......* ..,,a .... RATE ten Peep rolooleilt* coruncos Ants Rosivron. •• tom is inane et in 93 at may apnea mese wri twee wee NM re ors aolnolll. lliplikofti mune wee in se Scroll AC Ran 40581 (5/03) (035800424400 SONY_GM_02759304 :T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFIA_00246226 EFTA01330689

• z viroHvivo vivoyrnio 92 s Wy S2 sooz 9 .N.91.111111SI03111.1VVO • • Yyd HUM 031Id SDNY_GNI_02759305 :T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00246227 EFTA01330690

ATTACHMENT TO AIRCRAFT REGISTRATION APPLICATION &OS 9-9FJCS. 1.) 2.) 3.) 4.) 5.) 6.) 7.) 8.) 9.) 10.) 11.) 12.) 13.) 14.) 15.) Reg #: Model: S/N#: Name of Applicant: Pilgrim Cove Air LLC N787TA Address: Shown on Original form hereto Raytheon Aircraft Company 400A RK-260 Owning an undivided Interest of: 6.25% of 100% Nassau Holdings, Inc. 6.25% of 100% Shown on Original form hereto Bergen Southwest Steel, Inc. 6.25% of 100% Shown on Original form hereto Grand/Sakwa Transportation, LLC 6.25% of 100% Shown on Original form hereto Coronado & Associates, LLC 6.25% of 100% Shown on Original form hereto Kirk Air, LLC 6.25% of 100% Shown on Original form hereto Grand/Sakwa Transportation, LLC 6.25% of 100% Shown on Original form hereto Flight Options. LLC 50.00% of 100% Shown on Original form hereto Signatures: amen Woman „isco O st il____ aAssistant Secretary of Flight Options. LLC for 3/9 ames auterman Title: Date: Assistant Secretary of Flight Options, LLC acting as Attorney-in-Fact for #1,3,4,5,6,7,8 a asp e Lb 07 By signing above. the applicant agrees and stipulates (I) to the terms. conditions and cenification of the AC Form 8050-1 Aircraft Registration Application. to which this page is attached (the 'Application"). (II) that all.ol the information set forth on the Application is true and currect as of this date, and the Application may be executed by the coowners by executing separate counterpart signature pages. each 01 band, when so executed and delivered shoe be an original. but all such counterparts shalt together constihiletut one and the same application. SDNY_GM_02759306 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246228 EFTA01330691

MOWN() ADO VHOH5'1X0 92 6 wd Sl 033 SOO? Us Native,' ISID3N 14VW3di VY:1 81114 03113 17 SDNYLGM_02759307 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246229 EFTA01330692

FORM APPROVED do OMB NO. 2t20-0042 UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE ta a 00 6 4 8 2 m in CE RECORDED PEI 3 11 AVIATION Do Not Write In This Block FOR FAA USE ONLY FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGALO.ONVEYA AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CRIBED AS FOLLOWS: UNITED STATES 2005 FIN 29 REGISTRATION FEDERAL NUMBER N 787TH ADMINISTRATION AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-260 DOES THIS 24TH DAY OF FEB., 2005 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: PURCHASER NAME AND ADDRESS (IF INDIVIDUAL (S). GIVE LAST NAME. FIRST NAME, AND MIDDLE INITIAL.) FLIGHT OPTIONS, LLC 6.25% OF 100% 26180 CURTISS-WRIGHT PARKWAY RICHMOND HTS., OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 24TH OF FEB., 2005. CC w -I W cn NAME (S) OF SELLER (TYPED OR PRINTED) SIG URE (S) (IN IN IF E ECUTED FO CO.OWN RSHI •. ALL MUS N.) TITLE (TYPED OR PRINTED) FC CORPORATE AIR SSISTANT SECRETARY TRAVEL, INC. JAMES R. DAUTERMAN OF FLIGHT OPTIONS, LLC ACTING AS ATTORNEY- IN-FACT FOR FC CORPORATE AIR TRAVEL INC. ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition 9:07_/2/3) C0'SS 91E/E1EC93D93 SDNY_GM_02759308 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246230 EFTA01330693

VPI0 A110 VII0NVUo 92 6 Ulf SZ 833 see _ M0UPIIIS13.3ti 1.OO8iv yvd Jam and SONY_GM_02759309 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246231 EFTA01330694