LOAN (For use on deals drawn under the September 1, 2003, Agreement) FAA RELEASE ' 9 0 0 6 4 8 1 CONVEYANCE RECORDED pinfLaci Pala cri Raytheon Aire Ciciffpn e13 atm Manu acturer's Serial No. RR-260 FECIDEIttctiikVhfalOIN787TA Engine Make and *DWI Mut t&T WM tney _Tri 51)- 5 Engine Serial Nos. PCE-JA9287 and PCE-JA0291 Propeller Make and Model N/A Propeller Serial Nos. N/A as (4 (4 The undersigned, assignee of the interest of Raytheon Aircraft Credit Corporation, Secured Party under the Security Agreement dated December 29, 1999 with Ft Corporate Air Travel Inc. as Debtor, recorded by the Federal Aviation Administration on March 27 , 2000. as Conveyance No. NN019133* , which Security Agreement was assigned to the undersigned pursuant to the FAA Assignment dated as of September 22 , 2003 , recorded by the FAA on October 8, 2003 , as Conveyance No. FF001658 , hereby releases all of its interest in the collateral covered by said Sccurity Agneeme t. Dated this CN day of February , 2005 SEE RECORDED CONVEYANCE NUMBER kM014 133 ab Dom Om OD- PAGE I BANK OF AMERICA, NATIONAL ASSOCIATION AS ADMINISTRATIVE AGENT By: Kathleen M. Carry, Vic resident BA0060 The undersigned assignors hereby release all of their interest, if any, in the collateral covered by the Security Agreement described above. Dated this Raytheon Aircraft Receive By: Name. Title: President day of February 2005 , on Raytheon Aircraft Credit • By: Name: Ararat A MIthrus Title: President General Aviation Receivab By: Nam This Release shall consist of this one page only, with no schedules, appendices or similar attachments attached hereto. *and assigned by Raytheon Aircraft Credit Corporation to Raythein Aircraft Receivables Corporation ("RARC') and further assigned by RARC to Bank of America', National Association as Administrative Agent by FAA Assignment dated 12/29/99, recorded 3/27/00 as MIA GA LOAN RELEASE DOC • Conveyance Number NN019133. SDNY_GM_02759310 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246232 EFTA01330695
VVIOHIMO ADO Vii0HV1NO 91 I Wd BZ 933 SOS 1401.1.1911S10311 1V21.0111V... VI HLIA 031313 SONY_GM_02759311 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246233 EFTA01330696
Fa Ga OPPRONED _ on Na roscombP .c. 05 ANE UPATIO STATESOF Rt A DEPORTMEATT OF ITIANSPORTAMN PIMMAL Avianal MarMAIIONIKI owes AMICOMVIRAL cones APtcRAFT REGISTRATION AIMUCA31014 *4 NI CERT. ISSUE DATE Q IMMO ATES il RFAMTROOST NNUNIER M 787TA AWAKE MAIREACTUMEN S MOOR Raytheon Aircraft Company 400A MRCRAFT SWIRL No SO U' RK -260 FOR FM USE ONLY TYPE OF ITEOFSTRAT ON Pock aes Mel 0 E MORERIM 0 E. Pram* I7 3. CMOYobon OE COOMMIT DE. OWL 0 0. NAME OF APPUtANT (PorsOrM) slaw on NOOK* 04 ening, if aftvoysi. Om is t*. RN a Rd NOSS la I • . 3.) Air Ghislaine, Inc. 6.25% of 100% Gee Attachment aftalce Get ti lt, JJJ TELEPHONE NUMBER. I ) AMMO Re SIMI mare an fp I i A salt slaw P.O. VOX beset stern edam wail also tie News) c/o: Flight Options, LLC Naar MI Sat 26180 Curtiss Wrighh-Parkway Rue Saar eci. as OTY STATE Richmond Heights OH VP COOS 44143 0 CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION I Read the following staternent Wore signing this application. This portion MUST be.completed. A Mr a flohRofti Iva to orry [moo:nov.1 appicason ray e• on,v-Cs Ye pay-Venn,' allo in” r"PdaaVsn, is OR* nse it Sc .GPI CERTIFICATION in any (I) WO .0 Mom Mote *Ana Of T• a OMAR Onalfloos/ o*AuGoor 44044coy. oho • onOcito ea Mila ad (For Pa a 0.9 so 0 moo I. ix on ONI AS IPPICPRIATE a ceitra S. a a, mono, Awn I. I51 a Arm 1-561) Na tom made.% *nal mews led don; -5-5-5-5 allot An or OSSA -DOISAIRES.' his ac iv, 4rdlmorrIgiriniVertIVIITrikrefri.h‘fty C. ittWOrlifirt% OH , Rol to moon is not istOshoyO lane • lair Rs end 44143 (21 mThe was scone . II TYPE OR PRINT ea. c as cowry. a°weep ea anachaciaha tom Hod MTo AoS teg Ammon as NARGING for 034,0Tenhc. a. •1704Carts most Sign Um Anon lidelinealatify SIG RE tent SecretarrE ght Options, L/C RE ames R. DAuterman inuacting as Attorney- Fact # for Air Ghislaine, n Inc. SIGNATURE a 1111Ez • ti l l, (WE NOTE Racing masc.*. Casszw• or An* 114ApOracfn Ps amp may is °map a s MIMS aa SWOP 01 93 dl)s. a a um to PIP* a 0 0*- —a- '^uP b° 4.nr ' I, a#1 4 PC Fenn 00501 (SW) ISOSZCO620-Kn SONY_GICO2759312 TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFFA_00246234 EFTA01330697
• VVIOHV1NO All0 VHOHV1NO OS'OT WY hi 933 SOO? de NOLIVILSIO3U 13k/110)11V VV! 1111/A 031li SON Y_GM 02759313 :T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00246235 EFTA01330698
ATTACHMENT TO AIRCRAFT RE APPLICATION g.... -4O 1.) 2.) 3.) 4.) 5.) 6.) 7.) 8.) 9.) 10.) 11.) 12.) 13.) 14.) 15.) Reg #: Model: S/N#: Name of Applicant: FC Corporate Air Travel, Inc. N787TA Address: Shown on Original form hereto Raytheon Aircraft Company 400A RK-260 Owning an undivided Interest of: 6.25% of 100% Pilgrim Cove Air LLC 6.25% of 100% Shown on Original form hereto Nassau Holdings, Inc. 6.25% of 100% Shown on Original form hereto Bergen Southwest Steel, Inc. 6.25% of 100% Shown on Original form hereto Grand/Sakwa Transportation, LLC 6.25% of 100% Shown on Original form hereto Coronado & Associates, LLC 6.25% of 100% Shown on Original form hereto Kirk Air, LLC 6.25% of 100% Shown on Original form hereto GrandlSakwa Transportation, LLC 6.25% of 100% Shown on Original form hereto Flight Options, LLC 43.75% of 100% Shown on Original form hereto Signatures: Dainerman auterman Title: Assistant Secretary of Flight Options, LW acting as Attorney-in-Fact for Assistant Secretary of Flight Options, C for #10 Date: a- 9.-I q-OS By signing above, the applicant agrees and stipulates (I) to the terms. conditions and certification of he AC Form 8050-1 Aircraft Registration Application. to which this page is attached (the "Application l. (II) that all of the infcepallod sefforlh on the Application is true and correct as of this date. and (III) the Application may be executed by the co-owners by executing separate counterpart signature pages. each of which when so executed and delivered shall be an ongetal. but all such counterparts shall logetha constitute but one and the same application. :1. SDNY GM_02759314 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246236 EFTA01330699
VHOFIV15/0 Alf0 VkiOHMIC as0SNOCI.LIVIIIIILI b S I 0 3/1.11933tylb0598:3 Vtid HIIM 03114 SDNY_GM_02759315 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246237 EFTA01330700
• . FORM APPROVED OMB NO 2120.0042 0 0 6 4 8 0 RECORDED, 29 PM 2 39 AVIATION Not Write In Block Do FOR FAA US This E ONLY UNITED STATES OF AMERICA . V U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL CONVEYANCE AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CRIBED AS FOLLOWS: UNITED STATES Ms runt REGISTRATION NUMBER N 7871-A FEDERAL AIRCRAFT MANUFACTURER & MODEL ADMINISTRATION RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. -RK-260 DOES THIS 31ST DAY OF DEC., 2004 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: PURCHASER NAME AND ADDRESS (IF INDIVIDUAL (S), GIVE LAST NAME. FIRST NAME. AND MIDDLE INITIAL.) GRAND/SAKWA TRANSPORTATION, LLC 6.25% OF 100% 26180 CURTISS-WRIGHT PARKWAY RICHMOND HEIGHTS, OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 31' DAY OF DEC., 2004. SELLER NAME (S) OF SELLER (TYPED OR PRINTED) SIGN URE (S) (IN INK E CUTED F CO-OWNE ALL MU SIGN.) TITLE (TYPED OR PRINTED) FLIGHT OPTIONS, LLC ASSISTANT JAMES R. DAUTERMAN SECRETARY ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FM RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052-0Q:529-00p) Supersedes Previous Edition .• 4" :141P SDNY:da_O2759316 613 co co ra (.4 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246238 EFTA01330701
VHOHV1)10 All0 Vil0HV1)10 OS 0I Uld hi 931902 88 NOUVUISIO38 11V2i0dIV VV3 H11M 03113 SDNY_GM_02759317 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246239 EFTA01330702
FORM APPROVED OMB NO 2120.0O42 UNITED STATES OF U. S. DEPARTMENT OF TRANSPORTATION ADMINISTRATION AIRCRAFT BILL AMERICA FEDERAL AVIATION OF SALE 6 9 7 9 DD •") r.) r,.) GE RECORDED, NI 2 39 AVIATION ISTRATION Do Nol Write In TNA Block FOR FAA USE ONLY FOR AND IN CONSIDERATION UNDERSIGNED OWNER(S) AND BENEFICIAL TITLE OF CRIBED AS FOLLOWS: OF $1.00 ovc THE OF THE FULL LEGAGONVEVAN THE AIRCRAFT DES- UNITED STATES 805 PIM 2-3 REGISTRATION FEDERAL NUMBER N787TA APIA AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-260 DOES THIS ze DAY OF DEC., 2004 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: PURCHASER NAME AND ADDRESS (IF INDIVIDUAL (5), GIVE LAST NAME. FIRST NAME. AND MIDDLE INITIAL.) FLIGHT OPTIONS, LLC 6.25% OF 100% 26180 CURTISS-WRIGHT PARKWAY RICHMOND HIS., OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 20Th OF DEC., 2004. SELLER NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) TIN INK) ECUTED F R 0.OWNE TITLE (TYPED OR PRINTED) W I LERO, LLC SSISTANT SECRETARY JAMES R. DAUTERMAN OF FLIGHT OPTIONS, LLC ACTING AS ATTORNEY- IN-FACT FOR WILERO, . . . ' LW ACKNOWLEDGEMENT, . (N_OfftEglyiFIED.FoR PURPOSES OF FM RECORDING: HOWEVER, MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THONSTRUM644 ' • - i ORIGINAL: TO FAA . „ . . AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition SDNY_GM_02759318 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_00246240 EFTA01330703
VI,i0I-11/1510 All0 VNOHV1NO OS Oi WU hi 931 SOO? 88 N01.1.481S10321 .1.4V808IV t/Vd HIIM 03113 SDNY_GM_02759319 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 0024624I EFTA01330704
FORM APPROVED OMB NO. 2120-0042 pia UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE 8 7 et '4 0 0 6 4 • - to 6.. RECORDER. 29 en 2 39 AVIATION Do Not Write In This Mod( FOR FAA USE ONLY FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGALANvEyANGE AND BENEFICIAL TITLE OF THE AIRCRAFT y DES- CRIBED AS FOLLOWS: UNITED STATES P005 MAR REGISTRATION NUMBER N787TA FEDERAL AIRCRAFT MANUFACTURER & MODEL MHCNISfRAT/ON RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-260 DOES THIS 8TH DAY OF FEB., 2005 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS. TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: r- PURCHASER NAME AND ADDRESS (IF INDIVIDUAL (S). GIVE LAST NAME. FIRST NAME. AND MIDDLE INITIAL.) FLIGHT OPTIONS, LLC 6.25% OF 100% 26180 CURTISS-WRIGHT PARKWAY RICHMOND HTS., OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 8TM OF FEB., 2005. SELLER NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) (IN INK GUTED OR CO-OWN A )-- - TITLE (TYPED OR PRINTED) EAST PENN !STANT SECRETARY MANUFACTURING C JAMES R. DAUTERMAN OF FLIGHT OPTIONS, LLC INC. ACTING AS ATTORNEY- IN-FACT FOR EAST PENN MANUFACTURING CO., INC. ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052-00-829-0003) Supersedes Previous Edition 9:17ATRID CO'SS 919550[409) SDNY_GM_02759320 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 1O, 15, and 17 EFTA_00246242 EFTA01330705
S VII0HV1)10 ALIO VII0H111)10 OS Oi WU hi 933 SOO? 103 HOIIVN1SI93 LAVHOHIV VVi HIM 0311i, SDNY_GM_02759321 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246243 EFTA01330706
FON/ APF*3/0 ammo SLOES OF AMERICA DEPACITLENT OP TRONSPCM701COI MSS Ma= ANONTWISSICI 0 0 ., iii0ISSIMY AIIIKMoniCia SIM MACAW! REOEHRATCH APPUCA21CH LO . CETI ISSUE CiATEta I.MITI33 VMS REEKMUD:t. NUMBER N 787TA S 0 CD MACRAFt MMUPCTUNEA a MOM Raytheon Aircraft Company 400A 1 f{ r ea -i) 1 4195 MI CRAFT SERIALo. C. RK- 260 FOR FM USE ONLY TYPE OF MOISMA701 lOw* vs foil O I. blare CI 2. Pwirisrship O 3.COVEOISKI ER CO-Owner OS. Gott. O O M -Ca " HON OF AMxa ! pr000t don co warm a mninog reams Ow SS e IVO SS DAM "Has SI.S.) ilk 11.) Flight Options, LLC 37.50% of 100% (lee Attachment do. d, vAgew;) TELEPHCHE KAMER: I ) MOROSE Mower may Sass ike FM WSW laralP VOW< lousotpnvoiosi sows nal oho HP tom) Flight Options, LLC mast we Sot 76180 Curtiss—Wrinht Parkway Rwal Saar INS fla an Richmond Heights spa OH TO GCSE 44143 0 CHECK MERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS AlTENTIONI Read the following statement before signing this application. This portion MUST be completed. A So or Oshawa wow to any qUIMIOnrChn appraoO, fray be GRArdry eft o...nono-c by 'In. am . a. rt.....nr, ii. 00d TIM S. SOS 011) CERTIFICATION WM WIT/T. (I) llos of to Sat atom Oat lo Hord Mfa omissobroS .(Dintac • • cone iwco.oro aspar000s) IAS rot way Km me ram of trimw i or CHECK OM AS APPROPRIATE: a O A MOS —' MO Son nolobaort Mom 1.151 or Fan 1.61) No b. 0 Amara, MSS OPOSSO o -d Owe Was wit* r.o awe at (SO SO MO Oat Is bind sal snooty tomato thew Soot Sexy es loov rows an amiss sy Into SI 0 Thot to ant r rat-lOrld unto Ow loos 0 Ho Occir coon. KO EM Tot WM ears cd oonotip IS Olochof or too tor Ow ve. ro F•Ora Amason Amnosvoco NOTE: 0 =FO) kir COOontslaoli a •FOIKHKS "KM Or use 'mono S.CO a rocass.FrY TYPE O NAME EWMATU TIME Assistant Secreta Flight Options, LLPC:g..th R. Dauterman Mt .A . \.\ an SIONATURE MU DATE NOM Foray ins* 0 Ho Colikaind None Araaasis is *rent flay to swoop go a apas na a sopa so —. &no aft Ono Ho MK opy 0 Inis common null to woad a IV Snit AC Fan *MI (5103) (0)S10)44104037) SDNY_GM_02759322 :T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00246244 EFTA01330707
• moilvixo viioNyno 2k 6 UIJ 81 Nur soo? 218 HOUVUISID3H 1.J OkliV VV4 Ond SDNY_GM_02759323 7 TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00246245 EFTA01330708
ATTACHMENT TO AIRCRAFT REGIS RATION APPLICATION M3rce„. ‘-t2, -100 1.) 2.) 3.) 4.) 5.) 6.) 8.) 9.) 10.) 11.) 12.) 13.) 14.) 15.) Reg It Model: S/Nri: Name of Applicant: N787TA Address: Shown on Original form hereto Raytheon Aircraft Company 400A RK-260 Owning an undivided Interest of: Wilero L.L.C. 6.25% of 100% East Penn Manufacturing Co., Inc. 6.25% of 100% Shown on Original form hereto FC Corporate Air Travel, Inc. 6.25% of 100% Shown on Original form hereto Pilgrim Cove Air LLC 6.25% of 100% Shown on Original form hereto Air Ghislaine, Inc. 6.25% of 100% Shown on Original form hereto Nassau Holdings, Inc. 6.25% of 100% Shown on Original form hereto Bergen Southwest Steel, Inc. 6.25% of 100% Shown on Original form hereto GrandfSalcsva Transportation, LLC 6.25% of 100% Shown on Original form hereto Coronado 8 Associates, LW 6.25% of 100% Shown on Original form hereto Kirk Air, LLC 6.25% of 100% Shown on Original form hereto Signatures: ames R. Dauterman Title: Assistant Secretary of Flight Options. LW acting as Attorney-in-Fact for 4,5,61 Sick I It Date: 1-k8rOS By sigrung above. the applicant agrees and stipulates (I) to the terms. conditions and certification of the AC Form 80504 Aircraft Registration Apt:600ton. to which this page is attached (the 'Applicabon'). (B) that all of the information set forth on the Application is true and correct as of this date. and (Ill) the Application may be executed by the co-owners by executing separate counterpart signature pages. each of which when so executed and dekvered shall be an original, but all such counterparts shall together constitute but one and the same application. SDNY_GM_02759324 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246246 EFTA01330709
• • vivonvixo A113 vw001)10 al 6 Lw gr NV COP i10i;(1'1/1S/MI • HIJM 03714 1dVbvdiV SDNY_GM_02759325 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246247 EFTA01330710
FORM APPROVED OMB NO. 2120-0042 • UNITED STATES OF AMERICAp n• av ett i U. S. DEPARTMENT OF TRANSPORTATION FUM ADMINISTRATION AIRCRAFT BILL OF SALE L-L u.., 0 al ua I.3 FOR AND IN CONSIDERATION OF $1.00 UNDERSIGNED OWNER(S) OF THE FULLRLEt@RE AND BENEFICIAL TITLE OF THE AIRCI705$,_U CRIBED AS FOLLOWS: ki kg L. D UNITED STATES REGISTRATION NUMBER N 787TA . i km AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RIC-260 V 0 06 7 7 DOES THIS 30th DAY OF DEC., 2004 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: •• —1 CONVEYANCE RECORDID Do Noi WM. In This Block FOR FAA USE ONLY ce IR U) •:C x ce O D IL NAME AND ADDRESS (IF INDPADUAL (S). ONE LAST NAME. FIRST NAME. AND MIDDLE INITIAL.) 2005 niiR 29 PM 2 31 FLIGHT OPTIONS, LLC F5CIEIMOIMAX/TION 26180 CURT1SS-WRIGHT PARKWAY . ADMINISTRATION RICHMOND HTS., OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 30th OF DEC., 2004. (13 NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) (IN INK) (I E HIP LMU GN.) TITLE (TYPED OR PRINTED) BLOOMFIELD SSISTANT SECRETARY INVESTMENT COMPANY JAMES R. DAUTERMAN OF FLIGHT OPTIONS. LLC LLC ACTING AS ATTORNEY- IN-FACT FOR BLOOM- FIELD INVESTMENT COMPANY, LLC ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FM RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT. ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition SONY_GM_02759328 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246248 EFTA01330711
I , 1'1171, Jli et 1 . 4 j it fit • O 1.4 "; r• • '71 • • 1O1011V1N0 VII0H111110 211 6 WY ST NIIP SOO? aB NOI1VVIS/03V IdYN38/V VV1 MAIM and SDNY_GM_02759327 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246249 EFTA01330712
FORM APPROVED OMB NO. 2t20-0042 • • UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVI ADMINISTRATION AIRCRAFT BILL OF SALE 2 0 3 8 9 Li L.. •.- .... L. ‘c...„---- ; 1 0.5 co to I-. FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES-CAN/1 CRIBED AS FOLLOWS: 4) r LOT fro ADuit:i 0 RECORW0AusE t LED I I 12I 6 4 7 Do En -5y 6 Not ., ...a Write In This Block ONLY UNITED STATES iliS fib REGISTRATION NUMBER N 787TH Cieckevi AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. RK-260 : V 0 DOES THIS 31" DAY OF DEC., 2004 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: CONVEYANCE PURCHASER NAME AND ADDRESS (IF INDIVIDUAL (S). GIVE LAST NAME, FIRST NAME. AND MIDDLE mrees..rm 29 P19 2 25 FEDERAL AVIATION FLIGHT OPTIONS, LLC 6-2526kliMATI 0 N 26180 CURTISS-WRIGHT PARKWAY RICHMOND HTS., OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD . SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 31" OF DEC., 2004. SELLER NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) (IN I CUTE() F CO-OWN RSHIP ALL MU SIGN. TITLE (TYPED OR PRINTED) AVALAR, LLC ISTANT SECRETARY JAMES R. DAUTERMAN OF mew OPTIONS, LLC ACTING AS ATTORNEY- IN-FACT FOR AVALAR, LLC ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER, MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition 93Z 1A0 0311 Thg93:8010 SONY_GM_02759328 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246250 EFTA01330713
• • VIIONV1NO All3 MONV1NO Zit 6 WO 81 Nur see 1J8 NOIIVN1S1038 134210/11, VYJ 1111M 03114 SDNY_GM_02759329 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246251 EFTA01330714
:A U.S. Dopartmant. 01 Transportation Federal Aviation Administration TATS TO ROOM OKC O)C 73125 Dear Sirs: Flight Standar& Service P.O. Box 26604 Aircraft Registration Branch, Oklahoma City, Oklahoma 73123-0604 AFS-760 (403) 9544116 WEB Address: hftp:Meglatry taggov 9-t• 0. N3 February 4, 2005 NUMBER CHANGED TO e -O,44 ri Q 00 IL DATE 10 MAR 2 9 2006 The FAA Aircraft Registry issued an AC Form 805044, Assignment of Special Registration Marks, on WIA. This form authorized the use of special registration mark NMILA on Raytheon Aircraft Company 400A aircraft, serial number RK-260 N28216. The authorization form was to have been signed and returned to this office within 5 days after the special registration number was painted on the aircraft. It has not yet been received. Clarification as to the status of the number change is needed so that the certificate of registration may be issued reflecting the correct registration number. Please furnish this clarification by checking the applicable block and signing below: O ii The special registration mark HAS BEEN painted on the aircraft. The special registration mark HAS NOT BEEN painted on the aircraft but will be at a later date. Please extend authorization for use of the special number. Enclosed is a SIO fee required to reserve the number. K The special registration mark WILL NOT BE USED on this aircraft. Op Ur10 LLC, 0/ 634 go Additional Requirements: I M O ANI nneRen Legal Instruments xarniner Aircraft Registration Branch APS-750-103- I (7/04) — In IA. rtee :es. (rc Signature of aircraft owner uTh9-, ALI I t6 Date 917JOTAD covrs SaSEITELCS0 SDNY_GM_02759330 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246252 EFTA01330715
VWOHViN0 Ain VVIOHV1NO ii Z Lid hT UN 90? as NOLLV8.1S1038 1:M381V VV3 RIR\ 03113 SDNY_GM_02759331 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246253 EFTA01330716
42 UlDeoarrern oilkirsocoseco teems tiesesai ASSIGNMENT OF SPECIAL REGISTRATION NUMBERS Special Registration Number N 4Snl x Athureft Mai and Weil i.1AXTHEON AIRCRAFT CONPAN_Y 4004 Present Registration Number N 7871A Send Number RK —260 7150010 ASSISIKai illi ICAO AIRCRAFT ADDRESS CODE Issue Date: JANUARY 05. 2005 FOK N4SOL X :: 51271454 This is your aterionty to 'Mange the Untied Steen odium. bon number on the above described Suet to the specie. FLIGHT OPTIONS LLC registration nin°'e shown. C/O FLIGHT OPTIONS LLC tiny dupicate et the form in me Scree together wen the 26180 CURTI SS-SIRI GHT PKWY dd registration owthIcat• as interim authority to °palate ine aircraft pending receipt of revised praised of registration. RICHMOND HEIGHTS OH 44143 Obtain a revised cellars of aliworthinem Awn your MIN- SLGOnFIELD INVESTMENT COMPANY LLC mi Fight Standards mad Oita I. IL ERO LLC The latest FAA Form$1304,Appifeadon F C CORPORATE AIR TRAVEL INC 0- 6141 For AlsworthIness on fa Is 0•060: ET -AL NuMBEK CHANGEO TO gad/a The eirwathInees clasalacatIon end category: DATE 10 "AR 2 9 2006 INSTRUCTIONS: SIGN AND RETURN THE ORIGINAL of this loan to the Civil Aviation Registry. APS-750. within 5 days after the special registration number Is issued. 4. affued on the secret A revised oedemata will then be This authority is wed kir 90 days from the issue date. The authority to us* the special number expires: JANUARY 05. 2006 CERTIFICATION: I nerdy that the special registration number was plead on the RETURN FORM To aircraft described above. Civil Aviation Registry, A FS-750 P.O. Box 25504 Signature of Owner Oklahoma City Oklahoma 73125-0504 Title of Owner Date Placed on Ancrat - - - _ --- -- - -- SDNY_GM_02759332 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246254 EFTA01330717
• • 1 SDNYGM02759333 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246255 EFTA01330718
0 0 0 0 0 0 0 I 8 5 0 Insured Aircraft Title Service, Inc. P.O. Box 19527 • Oklahoma City, Oklahoma 73144 • (405) 8.14663 (300) 6544582 FAX #405451.9299 MENREGISTEREDREMT0 CDORALREC0RDS FDRANUMEERCHANGE FEDERAL AVIATION ADMINISTRATION CENTRAL RECORDS DIVISION OKLAHOMA CITY, OKLAHOMA DATE: q501-K —tett 717 TA 18JAN052005 GENTLEMEN: Please assign N (44.5C ()‘ , which is currently reserved for: iqn-F 0pt1 aro) (AZ to the following aircraft: bill TA Current NI This aircraft is registered Liiiiczn 4OOA kW: ALDO Serial Model to: CHO+ 001 one Li-e, or is being pruchased by: Please send the 8050-64 form to IATS in the PD Room. If you have any questions, please do not hesitate to give us a call. Additional request: Requested by: COM Insured Aircraft Title Ser ce, Inc. Serving the Aviation Financial Community for over 30 years SDNY_GM_02759334 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246256 EFTA01330719
0 • t V'eNHV-010 VIVOHV-010 £ Wd h AAW II0OZ )18 Nplivaisiouldvaowv VV! HslIM 03114 SDNY_GM_02759335 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246257 EFTA01330720
U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION CROSS-REFERENCE—RECORDATION SEE CONVEYANCE NO FILING DATE: This form is to be used in cases where a conveyance covers several aircraft and engines, propellers, or locations. File original Of this form with the recorded conveyance and a copy in each aircraft folder involved. TYPE OF CONVEYANCE Security Agreement DATE EXECUTED February 25, 2005 FROM Flight Options LLC DOCUMENT NO. V006359 TO OR ASSIGNED TO Raytheon Aircraft Credit Corporation DATE RECORDED March 10, 2005 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: AIRCRAFT (List by registration number) I TOTAI NI INARFR INVOI RFD 7 N381CW N735TA N407CW N497CW N787TA N797TA N728TA Pratt & Whitney Canada IT' SD-5 PCE-JA0318 PCE-JA0319 PCE-3A0387 PCE-JA0386 PCE-1A0366 PCE-JA0365 PCE-1A0287 PCE-M0291 PCE-1A0300 PCE-3A0301 Garrett TFE-731-5BR P-107272 P-107271 Garrett TFE731-3 P47335 P-87336 ENGINES I TOTAI NIIMRFR INVCII VFI) 14 MAKE(R) See above list SERIAL NO. See above list PROPELLERS I IOTA! NIIIIARPR INVO! RFD MARES) SERIAL NO. SPARE PARTS -LOCATIONS I TOTAL NI MISR INVOLVFO LOCATION RECORDEDCONVEYANCE FILED IN: N381CW 650-0111 Cessna 650 AC FORM 8050-23 (1 46) (0052-004824400) SONY_GM_02759338 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246258 EFTA01330721
SDNY GM 02759337 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246259 EFTA01330722
a FAA RELEASE Raytheon Aircraft Credit Corporation (the ICANERUBD CiOlgailEED RECORDED Ec' secured party under the Security Agreement deSchle egt to, Exhibit A attached hereto, hereby releases from the 'terms o the Security Agreement all of its right, title and interest in and to the Aircraft described and defined on Exhibit A attached hereto. Dated this .26 day of .., , 2005. v 006668 Raytheon Aircraft Crediapontion RECORDED SEE RECORDED CONVEYANCE NUMBER ‘i Y () 39 9I 9 j.tai-- By: DOC ID RAGE 2005 6 Pf9 3 28 AL AVIATION TION Name: Andrew A. Mathews Title: President 20640/ SDNY_GM_02759338 443 •4 4,3 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246260 EFTA01330723
i7311.3314A3 03113;Y:itl fi n ••• • • • • ti E u_ No d 17 4„„ _ vi.t_ rd vkusio3 Slle 1114 0311" 38/V AVO •, 0iftib io SDNY_GM_02759339 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFIA_00246261 EFTA01330724
Exhibit A FAA Release Security Agreement Supplemental Aircraft Inventory Security Agreement dated as of June A i _ 2003 between Raytheon Aircraft Credit Corporation, as secured party, and Flight Options, LLC, as debtor (with the Amended and Restated Aircraft Dealer Floor Plan Financing and Security Agreement, dated as of June 12, 2003 between Raytheon Aircraft Credit Corporation and Flight Options, LLC, attached thereto), recorded by the FAA on July 17, 2003, as Conveyance Number S122733; and further secured by the Supplemental Aircraft Inventory Security Agreement dated September 9, 2004 between Raytheon Aircraft Credit Corporation, as secured party, and Flight Options, LLC, as debtor, filed with the FAA on September 9, 2004 but not yet recorded; and further secured by the Supplemental Aircraft Inventory Security Agreement dated October 4, 2004 between Raytheon Aircraft Credit Corporation, as secured party, and Flight Options, LLC, as debtor, recorded by the FAA on April 7, 2005 as Conveyance No. YY039873; and further secured by the Supplemental Aircraft Inventory Security Agreement dated November 30, 2004 between Raytheon Aircraft Credit Corporation, as secured party, and Flight Options, LLC, as debtor, filed with the FAA on December 1, 2004 but not yet recorded (collectively the "Security Agreement"). Aircraft One (1) Raytheon Aircraft Company aircraft model 400A bearing manufacturer's serial number RIC-260 and U.S. Registration No. N787TA together with the two (2) Pratt & Whitney Canada model JT1515-5 aircraft engines bearing manufacturer's serial numbers PCE-JA0287 and PCE-JA0291 (collectively the "Aircraft"). 20640 SDNY_GM_02759340 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246262 EFTA01330725
VHOHV1NO Ail3 Vii0141/1N0 zl £ Lid I, AN SOO? 69 NOILYES/038 14V80207 VVd 011M 03113 SDNY_GM_02759341 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246263 EFTA01330726
FCAM -er- OM /r2I132 UNDID STATES OF AMERICA CENATMENT CS TRANSPORTATION MOW .WC. •••••nwolcmala EEI enimenliv••••••••••• ant AIRCRAFT REOSTRATION AFPUCARON tea CERT. ISSUE DATE' UWE() STATES REOOTRATCR MINER ti 7871/t M AIRCRAFT AWIUFACTURER & AWL Raytheon Aircraft Company 400A Q UAti 0 S 2086 AIRCRAFT SEA* re. RK-260 FOR FM USE ONLY TYPE OF REGISTRATION (Ord; an *I Na'at" O I. MOWS O a POEMS* O 3. OCFPONEOri a.. Co-camp& Gott O I•oan NAME OF APPUCANT (Pmemmiel tam ta stem a orerAIM. II as toe lel FS * note. KM Mei Mei I 0 132) Flight Options, LLC 25.00E of 100% , (ee Attachment Aolica, 1 3 1 (4. TELEANCOM WAITER ( I Aroma IFOnlinenl nee *la tor escourd *MAO F.O. KO • mot IMMARIPTAMS MIN MO M ISSAR) Flight Options, LLC Naas and Meet 26180-614t4ea-Wr-ight--Parkway ma Soule: PO. Ea cny Richmond Heights son OH DP CODE 44143 C l CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS AlTENTIONI Rad ths following stationent talon signing this applkinion. This porton MUST Wm completed. A NW ei demon* saw b erg weeks a vas .... - Ref te pram* let pmiemer. by Its and yet agelmanl OAS CS Tee E. Sc. ICOR • CERTIFICATION WE CERTEV In TIM Emm Mem• MOIR • MMAI EM FM MMONIONAM etS to is • MOM whew omareni el ow USW SIMe. to MOO Out END Awns 0 Swims )• or CHECK ONE AS APPROPRIATE' • (JANSON Sim MR Onn m*Nri•on tom I.IIR a Rem 14511 NO b 0 A Neroten omen,* omitted and doing burs we Pe Mao 0 OWN And mad eimmIl • Mud aid Mom, A ed in *UMW Dales RA a We Ian a swab* a twee* a RI MS DI TAM TA Re Stoll legal OR PRINT 1•• nof nmi•Nred under to Norm 0 am asp mar aid MONK* 0 own** • Mated a Am Omen lied wMP. Rs Fed** AM* PONTatraTen : It *MAW b CO-OrmenNp all epOleanti Must Sr DmMS* Ode 0 INATOT•Wy NAME MANTUA SIONATURE ASSiStOOE Secretary ht Options LLC DATE ames R. Dauterman MU - ks TORE TIRE DAM NOTE Prep MOW a to Ca Efate a Ant Regartasen. Me alit MY NI maps to • MINN It a moms of •O dmm. Otto Mien Me Fr RAW copy el Its spocoon "MI to rya e trio net AC Faa 10504 (5/03) (0324:04034107) SON Y_GM_O2759342 7 TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA _00246264 EFTA01330727
O10i4V1N0 All0 VS101O1510 SC 6 WU I 20 h001 i8 ii(41481SIMILIV80}0Y VVd HUM anu SIDNY_GM_02759343 7 TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00246265 EFTA01330728
ATTACHMENT TO AIRCRAFT REGISTRATION & APPLICATION Act a Reg is: N787TA Model: Raytheon Aircraft Company 400A SIN#: RK-260 Name of Applicant: 1.) Bloomfield Investment Company, LLC 2.) Wilero L.L.C. 3.) East Penn Manufacturing Co., Inc. 4.) FC Corporate Air Travel, Inc. 5.) Pilgrim Cove Air LLC 6.) Air Ghislaine, Inc. 7.) Nassau Holdings, Inc. 8.) Bergen Southwest Steel, Inc. 9.) Grand!Sakwa Transportation, LLC 10.) Avalar, LLC 11.) Coronado & Associates, LLC 12.) Kirk Air, LLC 13.) 14.) 15.) Signatures: William J. Wallisch Owning an undivided Interest of: 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% Address: Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Title: Date: Assistant Secretary of Flight Options, LLC acting as Attorney-in-Fact for #1.2,3.4.5.6.8.9.10.11.12 Vice President of Raytheon Travel Air Co. Acting as Attorney-in-Fact for #7 t2-t-c5A By signing *rive. the applicant agrees and sliptdates (I) to the terms. conditions and cerbacation of the AC Form 805O.1 Aircraft Registration APPtacalion, to which this page is attached (the 'Application'). (II) that all of the information set forth on the Application is true and curved as of this date. and (III) the Application may be executed by the co-owners by executing separate counterpart signature pages. each of which when so executed and delivered shall be an original, but al such counterparts shall together constitute but one and the same application. SDNY_GM_02759344 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246266 EFTA01330729
VIVO2V1:40 A.1.10 VPIONV1)40 Si 5 GM 1 330 WV 88 NOtIV2181038 liV2021V VVi till/A 03113 SDNY_GM_02759345 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246267 EFTA01330730
Cl ATTACHMENT TO AIRCRAFT ittEgISTFIATION APPLICATION oalred, t Reg #: N787TA Model: Raytheon Aircraft Company 400A S/N#: RK-260 1.) 2.) 3.) 4.) 5.) 6.) 7.) 8.) 9.) 10.) 11.) 12.) 13.) Name of Applicant: Owning an undivided Interest of: Address: Shown on Original form hereto Bloomfield Investment Company, LLC 6.25% of 100% Wilero L.L.C. 6.25% of 100% Shown on Original form hereto East Penn Manufacturing Co., Inc. 6.25% of 100% Shown on Original form hereto FC Corporate Air Travel, Inc. 6.25% of 100% Shown on Original form hereto Pilgrim Cove Air LLC 6.25% of 100% Shown on Original form hereto Air Ghisiaine, Inc. 6.25% of 100% Shown on Original form hereto Nassau Holdings, Inc 6.25% of 100% Shown on Original form hereto Bergen Southwest Steel, Inc. 6.25% of 100% Shown on Original form hereto Grand/Sakwa Transportation, LLC 6.25% of 100% Shown on Original form hereto Avatar, LLC 6.25% of 100% Shown on Original form hereto Coronado & Associates, LLC 6.25% of 100% Shown on Original form hereto Kirk Air, LLC 6.25% of 100% Shown on Original form hereto Signatures: Title: Date: Assistant Secretary of Flight Options, LLD acting as Attorney-in-Fact for #1.2,3,4,5,6,8,9,10,11,12 James R. Dauterman LA-) .s..Q.actIestifs ( )(100.0a.cat William Wallisch Vice President of Raytheon Travel Air Co. Acting as Attorney-in-Fact for #7 Assistant Secretary of Flight Options. LLC for #13 James R. Dauterman ay signing above. the applicant agrees and stipulates (I) to the terms, conditions and certification of the AC Font 8050-1 Airaatt Registrabon Application. ID which this page is attached (the 'Applicabon'). (II) that all of the inicanawn set Ilan on the Apcacabon is bue and aped as of this date, and (Ill) the Application may be executed by the co-owners by execoting separate counterpart signature pages. each of With *nen so executed and delivered shall be an original. but all such counterparts shall together COnstitute but one and the same application. SDNY_GM_027593413 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246268 EFTA01330731
ViVOMMIO All0 VNOHVI)10 SC 6 WU I 330 NU VII 13%1041V Vied NII/A 03113 SDNY_GM_02759347 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246269 EFTA01330732
FORM APPROVED OMB NO 2120-0042 la to U. S. DEPARTMENT UNITED STATES OF OF TRANSPORTATION ADMINISTRATION AMERICA FEDERAL AVIATION OF SALE ca too 1..) ea oft 7 I1 0 17 ASCE CORDED 3 Pli 1 i 5 E.RAL AVIATION Do Not Wrde In This Block FOR FAA USE ONLY AIRCRAFT BILL FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES- cosivEN • CRIBED AS FOLLOWS: pi UNITED STATES REGISTRATION NUMBER N787TA nific JR_ AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A FED AomilistRgio AIRCRAFT SERIAL NO. RK-260 DOES THIS 19TH DAY OF NOV., 2004 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE. AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: i PURCHASER NAME AND ADDRESS (IF INDIVIDUAL (S). GIVE LAST NAME. FIRST NAME, AM) MIDDLE INITIAL.) FLIGHT OPTIONS, LLC 6.25% OF 100% 26180 CURTISS-WRIGHT PARKWAY RICHMOND HTS., OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 19Th OF NOV., 2004. SELLER NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURE (S) ON IMO CUTER FOR SHI . ALL MU SIGN.) TITLE (TYPED OR PRINTED) MAKA OF TURTLELAND ASSISTANT SECRETARY LLC JAMES R. DAUTERMAN OF FLIGHT OPTIONS, LLC ACTING AS ATTORNEY- IN-FACT FOR MAKA OF TURTLELAND, LLC ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FM RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052-00.629.0003) Supersedes Previous Edition KOZAIYZE Or% R93931030 SDNY_GM_0275934B SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_00246270 EFTA01330733
VINOH111)10 ALIO VPIOHtliN0 SC 6 WEI I 330 h00? 88 HOLLVUIS)031ilittmiV trYi H11Rf 03114 SDNY_GM_02756349 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 1O, 15, and 17 I EFTA_00246271 EFTA01330734
FON. AMAMI) • ;;4' • CeM 140 Meat 0 Item STATES CO MERICA MisAmmort CF M Mietra .Sep ca AARP0RTAIKR 1-• eammeemdmose NONIMMT AssONSUMAL cent* AMMAR MOISTRA/1011 APPMATC*4 CERT ISSUE DATE al Raps MIS 787TH SUMO MI M w 04 RATKIN MOM MANUFACTURER 3 /ACM Raytheon Aircraft Company 400A QNOV 1 5 2004 "VIZ FOR FAA 118E ONLY TYRE OF REGISTRATION Ms* or Dal O I. %SLIM 0 2. Penman, O 3. °normal (14. COOMer 0 S Ora 0 L idelpted NAME a APPLICAIR (ennts) tam on prnews• 0 tromn/0. Il Vega ids NOS mu a ad didde IOW 0 14.) Flight Options, LLC 18.75H Of 100% (See Attachment 614€12e ( dsel f-'616) TELIIRICNI MASA I I ADORES&OPermeollse ea Da NM Memo P.O. MC le Se edam aide we. elmecalsed,•is Maas ehoft) Flight Options, LLC Name Meet 26180 Curtiss-Wright Parkway Rawl Rea Kt Ikc an Richmond Heights STATE OH DP COOP 44143 0 CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Reed In. following steternemt before signing this sopikartion. This portion MUST be completed. A IIIIII•aidliVeelit sw.. ID Wry TaleSon rn as amecabyn miry ta wou te ywnshnn by fay and a brlirrent . 030. TIM it Sc Soo CERTIFICATION ant menet, to net t MT* Sue • Ond by r• ardememd appricre. .no a a Ontor, leck.009 Coyycyatons) 0 to UMW WM IF.. asp 1St gh• Are al rude* CHICK ONE AS AMCCOMATE a O Studded' Yen met aim illginikke Pam 1.151 ("Fenn 1441) Na a O A sowilszon cams. poineed •-.0 doe bun' ..30, a. Ian of MOW W Wt Sue is based AIM patsy used in UM LSI St Recedsoilliete Noun En *a* k• Sae el IMO Wm loser (21 Sae Scree a nee niedleold dues We el Any May. ord pi Ma lead waterde of amts • esszNd co Me bow kW sod, to Nan eau. •efentssoca NOTE: I I seats kw Cernmetship ail espicents must ego the rOVOrS0 swe A necessary TYPE PRI Meet I nul ASSI.SESUlt Secretarr E • ght Options, LLC -y 'awes R. DauterC . . c.. T 1F 4 #* SIGNATURE TITLS• DAZE NNE and receipt CO IN Glace* Y Meat SMIMOM. to OM* Sae Im ailemled Sr • wiled MI Is NOSY PG Wry. *Ong Seca One the PINK ow el On colicakp MO W MOP if Pa Moat AC Fr 40501 (903) (COSSCO.62SEOn - -- SDNY_GM_02759350 :T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFFA_00246272 EFTA01330735
• V1101O1310 A110 VP/OKI-IMO IO 3 it'd 62 d3S ex 8 HOLIVN1 SW21108"IV VV4 81141 031Id SONY_GM_02759351 7 TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA _00246273 EFTA01330736
ATTACHMENT TO AIRCRAFTDISTRATION APPLICATION .40 1.) 2.) 3.) 4.) 5.) 6.) 7.) 8.) 9.) 10.) 11.) 12.) 13.) 14.) 15.) Reg #: Model: Name of Applicant: N787TA Address: Shown on Original form hereto Raytheon Aircraft Company 400A RK-260 Owning an undivided Interest of: Bloomfield Investment Company, LLC 6.25% of 100% Wikno L.L.C. 6.25% of 100% Shown on Original form hereto MAKA of Turtleland L.L.C. 6.25% of 100% Shown on Original form hereto East Penn Manufacturing Co., Inc. 6.25% of 100% Shown on Original form hereto FC Corporate Air Travel, Inc. 6.25% of 100% Shown on Original form hereto Pilgrim Cove Air LLC 6.25% of 100% Shown on Original form hereto Air Ghislaine, Inc. 6.25% of 100% Shown on Original form hereto Nassau Holdings, Inc. 6.25% of 100% Shown on Original form hereto Bergen Southwest Steel, Inc. 6.25% of 100% Shown on Original form hereto GrandlSakwa Transportation, LLC 6.25% of 100% Shown on Original form hereto Avaler, LLC 6.25% of 100% Shown on Original form hereto Coronado & Associates, LLC 6.25% of 100% Shown on Original form hereto Kirk Air, LLC 6.25% of 100% Shown on Original form hereto Signatures: William J. Wallisch James R. Dauterman Tide: Assistant Secretary of Flight Options, LLC acting s Attorney-in-Fact for #1.2.3,4,5,6,7,9,10,11,12,13 Vice President of Raytheon Travel Air Co. Acting as Attorney-in-Fact for X8 By signing above, the applicant agrees and skrulates (I) to the Irma. coed Date: ottf"...31." t Elallon USU the AC Form B250-1 Aircraft Registration Applicalion. to vrtech this page is attached (the 'Application'). III) that all el the intaroatioo tho Appliance, isctrye sirici'eurrigt as of this date. and (III) the Application may be executed by the co-owners by execubng separate counterpart signature moos eacceaviriatkv.hr so exeduted and delivered shall be an original. but all such ' u ettunterparts shall together constitute but one and the same applicakei. Ott° to to h. m SDNY_GM_02759352 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246274 EFTA01330737
ViI0Hvbio 13 ViVONtibio 10 2 tid 62d39 8 itgoz Oatitasio3d yj 423iti Vadat v SDNY_GM_02759353 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA _00246275 EFTA01330738
0 1." m (nt to ATTACHMENT TO AIRCRAFT REGISTRATION APPLICATION 4 4,41.0 • Aif -;o4-7-0,0 Reg #: N787TA Model: Raytheon Aircraft Company 400A S/N#: RK-260 Owning an undivided 1.) 2.) 3.) 4.) 5.) 6.) 7.) 8.) 9.) 10.) 11.) 12.) 13.) 14.) 15.) Name of Applicant: Interest of: Address: Shown on Original form hereto Bloomfield Investment Company, LLC 6.25% of 100% Wilero L.L.C. 6.25% of 100% Shown on Original form hereto MAKA of Turtleland L.L.C. 6.25% of 100% Shown on Original form hereto East Penn Manufacturing Co., Inc. 6.25% of 100% Shown on Original form hereto FC Corporate Air Travel, Inc. 6.25% of 100% Shown on Original form hereto Pilgrim Cove Alr LLC 6.25% of 100% Shown on Original form hereto Alr Ghislaine, Inc. 6.25% of 100% Shown on Original form hereto Nassau Holdings, Inc. 6 25% of 100% Shown on Original form hereto Bergen Southwest Steel, Inc. 6.25% of 100% Shown on Original form hereto Grand/Sakwa Transportation, LLC 6.25% of 100% Shown on Original form hereto Avatar, LLC 6.25% of 100% Shown on Original form hereto Coronado & Associates, LLC 6.25% of 100% Shown on Original form hereto Kirk Alr, LLC 6.25% of 100% Shown on Original form hereto Signatures: Title: Date: Assistant Secretary of Flight Options. LLC acting as Attorney-in-Fact for 41,2,3,4,5,6,7,9.10,11,12,13 James R. Dauterman Lai • liaa.Wice.e..2 Wiliam J. Wallisch James R. Dautennan Vice President of Raytheon Travel Air Co. Acting as Attorney-in-Fact for #8 4-,t9-ov Assistant Secretary of Flight Options, LLC for #14 By signing above. the applicant agrees and Os:Oates (I) to tie terms. conditions and tertiladon of the AC Fonn 8050-1 Airmen Registration Applicabon, to which this page is attached (the 'Application". (II) that al of the Information set forth on the Application Is true and assect as of this • ' • date. and (III) the Apgar:aeon may be executed by the co-owners by executing separate counterpart signature pages. each of which when so executed and delivered shah be en original, but n such counterparts shall together constitute but one and the same application. SDNY_GNI_02759354 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246276 EFTA01330739
Alla rwolirnto rin i0 z lid 60 cas 6002 ae 14011Vd1S103d .1.4V"1" VV1 HAIM 03111 SDNY_GM_02759355 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA _00246277 EFTA01330740
FORM APPROVED OMB NO 2120-0042 ' UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE 0 m t.• 1•J N 0 7 3 8 9 3 15 FWI 2 55 AVIATION INISTRATI0N Do Not Mite In MN (Nock FOR FAA USE ONLY FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES- CRIBED AS FOLLOWS: . b UNITED STATES REGISTRATION NUMBER N 787TA NVENANCE 1EC0RDED ERAL AIRCRAFT MANUFACTURER & MODEL 2004 N(U RAYTHEON AIRCRAFT COMPANY 400A AIRCRAFT SERIAL NO. r EL RK-260 A DOES THIS 21ST DAY OF SEPT., 2004 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: W w m r (-) D a. NAME AND ADDRESS (IF INDIVIDUAL (S). GIVE LAST NAME. FIRST NAME. AND MIDDLE INITIAL.) FLIGHT OPTIONS, LLC 6.25%OF 100% 26180 CURTISS-WRIGHT PARKWAY RICHMOND HTS., OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 21ST OF SEPT., 2004. CL w -1 -I W CO NAME (S) OF SELLER (TYPED OR PRINTED) SIGNATURES) IIN INK) CUTED FOR NE SHIP ALL SIGN.) TITLE (TYPED OR PRINTED) SAMOLOT, LLC ISTANT SECRETARY OF FLIGHT OPTIONS, LLC , JAMES'. DAUTERMAN ACTING AS ATTORNEY- ' IN-FACT FOR SAMOLOT, (it". : . LLC ni*.:F.ir i • ACKNOWLEDGEMENT NOT REQUIRE; FOR IFUREpta OF FM RECORDING: HOWEVER. MAY BE REQUIRED SY LOCAL LAW FOR VALIDITY OF 1R4EitlfltRUMENT.) Dui "" 0427314071% 115.00 09/29/2004 ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052:00-1329-0003) Supersedes Previous Edition SDNYGM02759356 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246278 EFTA01330741
VWOHV1H0 All0 VPIOHltlY0 TO Z lid 62 d381,082 NOIIVNIS/338 14,/4081V VVi HAIM 03114 SDNY_GM_02759357 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 1O, 15, and 17 EFTA 00246279 EFTA01330742
- G 0 0 7 2 9 0 EDRIA APPROVED OAS 110 21204042 ria ict nen OF AmEntA pesirrnwer ' OF 11I4/43FOOTAIX* posewas maw an •000.4tt .01000ras coorm MACIWT FIECICSTRA11011 APPUCATOTIN CERT ISSUE DATE `MOW ' TATS N 787TH FEOISTRATC.1 MUMMA AOCPAFT WALIFACIURER a MOOR Raytheon Aircraft Company 400A S OLD Ihritra FOR FAA USE ONLY WOE OF OECISnunoti (Chin Ow •04 0 E WOOS 0 2. PrawnMp 0 O. Corporation p 4. Loamy 0 S. GOM 0 e lisaima 104111 OF AMU CHIT (/[erwo0) San CR intinal a. tAnniND 9 Inaldal. Ow OM ea Fnl mat WO WO. nal) II) 15.) Flight Options, LLC 12.50% of 100% (see Attachment ckkred 9 \..) TELEPHONE MaillER I I ADDRESS [Powww wing .00•14 b Era appleen IOW wry 0 Nub wet 01)*0 010084 mat dip b• 1St) Flight Options,LLC MSS eV simi 26180 Curtiss—Wright Parkway; was bur- Pa Sot: CITY Richmond Heights STATE OH ZIP WOG 44143 ID CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTIONI Red the following statement before signing this application. This portion MUST be completed. A alo. or Sag awe lo any owsoo r, ins •00.CdEdn mar to °Mud% .0' PcnE0,0.9 0, 0,9 and /pordd*E00.99 60,d..,,,.,s,.. moo. CERTIFICATION EWE Cf[AllFt III That •• tora AMA le cad Cy IN urOn•ped aopitant 900 s• Ohnd macro cosiretcro et se wow ewes isa ass was Ma sun 0 Isis La. OW at AS APPROPPIATI: • 0 A ROOM aim 'WI SW. ropoirolo. (Form 1451 or For,.. 1.501 Ho • OAK...01nm oppoilbn ogoto$ __ pH bans %Moo W Mn S100) old .00 and • tend wd sandy wont. LAOS Sows %mods OS Nem w• MINN, It• Implakel et to Th0 So sal to Ow ol low sway and 011.4. lioalt 0 wraps wow t o WO watt. at ~anew 4 nacho. ex Kw Sr 550 oe, 0 Edon maul ISSIlart mOTEtlisiecutee la C00•00rOPPIIIIATOICants most sign LTSO non softy/teams OR NAME BE n . TUBE GA's g "Assistant Secretary L.. Options, L —I 0 ,1 il a James R. Dauterman TITLE \S DA E SIONATIAIE TITLE OATS NOTE Piney Hip a to Conic . M Annit RODslialan. re 490•11 mm be cdontod Is [4. w woos 0 90 din Dom sit. tate no Pea copy Of Ha ws4caon mug bot wood to to MOP AC Foos 8350.1 (Site) IMM22042S4C01) 0C21.538209 85.00 09/08/2004 SDNY_GM_02 759358 TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, ; EFTA_00246280 EFTA01330743
• J AjlofrfrifrOnfifrivo SO C 61d D °"730 • • , • (11 1". d39 Pp 74361038. "VG 3 WIN 0 3 5 1dpaij o ••• •• • • • 1.‘ . . • SDNY_GM_02759359 :T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00246281 EFTA01330744
tti 0 0 0 0 0 0 0 2 2 9 1 ATTACHMENT TO AIRCRAFT REGISTRATION APPLICATION ckcarez1 Reg #: N787TA Model: Raytheon Aircraft Company 400A S/Nri: RK-260 Name of Applicant: Owning an undivided Interest of: 1.) Bloomfield Investment Company, LLC 6.25% of 100% 2.) Wilero L.L.C. 6.25% of 100% 3.) MAKA of TunInland L.L.C. 6.25% of 100% 4.) East Penn Manufacturing Co., Inc. 6.25% of 100% 5.) FC Corporate Air Travel, Inc. 6.25% of 100% 6.) Samolot, L.L.C. 6.25% of 100% 7.) Pilgrim Cove Air LLC 6.25% of 100% 8.) Air Ghislaine, Inc. 9.) Nassau Holdings, Inc. 10.) Bergen Southwest Steel, Inc. 11.) Grand/Sakwa Transportation, LLC 12.) Avatar, LLC 13.) Coronado & Associates, LLC 14.) Kirk Air, LLC 15.) Signatures: ernes erman William J. Walbsch 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% Title: Assistant Secretary of Flight Options, LLC acting as Attorney-in-Fact for ;9;4,5,6.7,8,10,11.12,13,14 Address: Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Vice President of Raytheon Travel Air Co. Acting as Attorney-in-Fact for #9 Date: By signing above. the applicant agrees and stipulates 0) to the terms, conditions and certification of the AC Form 8050-1 Airaaft Registration Application, to which this page is attached (the "Application), (to that au of the information set forth on the Application is time and correct as of this date, and (Ill) the Application may be executed by the co-owners by exectiOng separate counterpart signature pages. each of which when so executed and delivered shoal be an original, but as such counterparts shall together constitute but one and the sane application. SDNY_GM_02759360 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246282 EFTA01330745
• CI VWOHVIN0 ,(110 VPi01-011:40 S2 C Wd 8 d38 1100? ae N0LIMISO3U 1.O432IIV YV4 HIM 0311j SDNY_GM_02759361 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA _00246283 EFTA01330746
. • - ATTACHMENT TO AIRCRAFT REGISTRATION _ot.k APPLICATION aakCcej Reg #: N787TA Model: Raytheon Aircraft Company 400A RK-260 1.) 2.) 3.) 4.) 5.) 6.) 7.) 8.) 9.) 10.) 11.) 12.) 13.) 14.) 15.) Owning an undivided Name of Applicant: Interest of: Address: Shown on Original form hereto Bloomfield Investment Company, LLC 6.25% of 100% Wilero L.L.C. 6.25% of 100% Shown on Original form hereto MAKA of Turtleland L.L.C. 6.25% of 100% Shown on Original form hereto East Penn Manufacturing Co., Inc. 6.25% of 100% Shown on Original form hereto FC Corporate Air Travel, Inc. 6.25% of 100% Shown on Original form hereto Samolot, L.L.C. 6.25% of 100% Shown on Original form hereto Pilgrim Cove Air LLC 6.25% of 100% Shown on Original form hereto Air Ghislaine, Inc. 6.25% of 100% Shown on Original form hereto Nassau Holdings, Inc. 6.25% of 100% Shown on Original form hereto Bergen Southwest Steel, Inc. 6.25% of 100% Shown on Original form hereto GrandlSakwa Transportation, LLC 6.25% of 100% Shown on Original form hereto Avalar, LLC 6.25% of 100% Shown on Original form hereto Coronado & Associates, LLC 6.25% of 100% Shown on Original form hereto Kirk Air, LLC 6.25% of 100% Shown on Original form hereto Signatures: Tide: Date: Assistant Secretary of Flight Options, LW acting as Attorney-in-Fact for #1,2,3,4,5,6,7,8,10,11,12,13,14 James R Dauterman L...3cLoLa.ra vikarn7 Wallisch James R. Dauterman Vice President of Raytheon Travel Air Co. Acting as Attorney-in-Fact for #9 Assistant Secretary of Flight Options. LLC for #15 By signing above. the applicant agrees and stipulates (I) to the terms. conditions and cerufttalico 04 the AC Fon, 8050-1 Aircraft Registration Application, to which this page Is attached (the "Application*). (II) that an of the information set filth on the Application is Doe and area as of this date. and (III) the Application may be executed by the co-owners by executing separate counterpart signature pages. oath of which when 50 executed and delivered shall be an original. but all such counterparts shall together constitute but one and the same application. SDNY_GM_02 759362 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246284 EFTA01330747
U VII0FIV1N0 All0 VH0HV1N0 S2 £ Wd 8 dr, h002 8E3 N0LLVESI338 1OO8IV Vtii 4111A .03113 SDNY_GM_02759363 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246285 EFTA01330748
0 0 0 0 0 0 0 I 6 2 4 FORM APPROVED OMB NO 21200042 U. S. DEPARTMENT UNITED STATES OF OF TRANSPORTATION ADMINISTRATION AMERICA FEDERAL AVIATION OF SALE 0@ 7 3 8 9 2 , . 15 fin 2 55 AL AVIATION NISTRATI0N Do Not Wnle In This Block FOR FAA USE ONLY AIRCRAFT BILL FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES- entiwEIANCE CRIBED AS FOLLOWS: . RECORDED UNITED STATES REGISTRATION NUMBER N 787TH Null le AIRCRAFT MANUFACTURER & MODEL RAYTHEON AIRCRAFT COMPANY 400A FBA AIRCRAFT SERIAL NO. A0* RK-260 DOES THIS 3RD DAY OF AUG., 2004 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: 11.1 to < i O tY z a. NAME AND ADDRESS (IF INDIVIDUAL (S). GIVE LAST NAME, FIRST NAME. AND MIDDLE INITIAL.) FLIGHT OPTIONS, LLC 12.50% OF 100% 26180 CURTISS-WRIGHT PARKWAY RICHMOND HTS., OH 44143 DEALER CERTIFICATE NUMBER AND TO RS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 3RD OF AUG., 2004. SELLER NAME (S) OF SELLER (TYPED OR PRINTED) SIGNAT RE (S) (IN INK) UTED FOR HIP. MUST S .y TITLE (TYPED OR PRINTED) LEONARD M. RAND & ISTANT SECRETARY BARBARA E. RAND - JAMES R. DAUTERMAN OF FLIGHT OPTIONS, LLC TRUSTEES ' ACTING AS ATTORNEY- IN-FACT FOR LEONARD M. RAND & BARBARA E. RAND-TRUSTEES ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FM RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition SDNY_GM_02 759364 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246286 EFTA01330749
VPIOHV1U0 Al10 0401-1V1NO 90 C Lid 1. d3S NV LI8 NOUVUISID3HIMOWY VII4 HUM 0311J I SDNY_GM_02759365 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246287 EFTA01330750
• no0000 0 I S8 I ropm APPROVED CAM 2-20-4X42 watt SIM*ICE MERCA OEMIETLIENT Of TRAMERCRTATION most revas.... •Callanalatea Mews milawartas Mal NACRAFT PrallISTRATKIN AFFuCanON CERT ISSUE DATE 12 RN ulaTED S rempaspiSTATE KAMER IN 787Th AlletRAFT MANUFACTURER A MOREL Raytheon 400A F APR AIRCRAFT SERIAL NA Rk -260 FOR FAA USE ONLY TYPE OF REOISTRATCOI Pee an. RA 0 S. WWI* 0 2. REMMERS O 3 ONWRIMII la 4. COOMW O 5. Govt O 8. tefrratx.' FLAME OF APPLICANT (Pince4s) teen at evelonso of oenennallmerclAst gra) ISM Wit In on. ard errrese cot) ill 12.) Crand/Sakwa Transportation, LLC 6.25% of 100? (-See Attachment ciakez;), 'ES.,!5_0 ‘6 . ) 1ELEINIONE MAMISI: ( ) A SS (Fesromee sews c o Flight Meer ter alma Options,LLC Humes tnd Wen 26180 Curtiss—Wright Parkwcy Rural FOLIO O. gm CITY Richmond Heights SEES •OH 2P CON 44143 O CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION' Read the following stMement before signing this application. This portion MUST be completed. A hi" a "'Ore" anSeei to NT Wesson es U.S appicaan ray be grown by prinirnini by Ins ad lm Nothorant la S Coca. pre FL Sec Ica/ 4/ CERTIFICATION onr emir, (I) Thal no Wow Nana is Neel by the tricarOgral swam ere Ss cant, Orichang Calpaitlena OF IN Uncoil Satin IFtw KAN that pvil name of Nate. 1 R _ _ CHECK ONE AS APPAOPRIATE • O A 'vadat Oen. ma site ANiablitia (Fan 1.151 a Form 1461) No __. I O A narenzon F.:Nord:an *were and asna mars sneer Is — at Waal yny aed wain • new and pri-aNy n100411* UMW SNP Fiatiaa a NO', roes la "Wan. S. raiNalCa a it) Thal IS Neill 4 AOC iligaired unCer To len a My 17.0al Onelry. ilia (3) Teel inel redone of ~nap is *meted cc has men NW win re hewn Avian., Anniminiciter Nn E. N essafed for Loaners/1p all apilSoCanIS meet Sign Use reverse We el necessary. TYPE PIT NAME SIGNATUR 1 rinuAssistant Secretar) of Flight Options, LLC3se fl\ out s - TITLE ng In-Fact- for Grand/carra Transportation. LLC X. SKMATuRE TIRE \ . oat NOTE Penang weft 0 the Cana,* of *malt Rogniretce. Ire sear mei be oaf toe 4 men not n ores el 90 days Owns alma ems Re RIM copy of els mesa. Aug be cued in to ewe AC Fens 8050-I (I29D) ((35200-6254)37) Supine* Prenous Won SDNY_GP,1_02 759366 :T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00246288 EFTA01330751
• • .1911`r1:•:o ZZZ1Jd s !Num .. '10/141- • idnu 71.4 SONY_GM_02759367 T TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, EFTA_00246289 EFTA01330752
0 0 0 0 0 0 0 I s 8 2 ATTACHMENT TO AIRCRAFT REGISTRA ION 3-5--k APPLICATION Reg #: N787TA Model: Raytheon 400A S/N#: RK-260 Name of Applicant: 1.) Bloomfield Investment Company, LLC 2.) Wilero L.L.C. 3.) MAKA of Turtleland L.L.C. 4.) East Penn Manufacturing Co., Inc. 5.) FC Corporate Air Travel, Inc. 6.) Samolot. L.L.C. 7.) Pilgrim Cove Air LLC Leonard M. Rand 8 Barbara E. Rand- 8.) Trustees 9.) Air Ghislaine, Inc. 10.) Nassau Holdings, Inc. 11.) Bergen Southwest Steel, Inc. 12.) 13.) Avatar, LLC 14.) Coronado 8 Associates, LLC 15.) Kirk Air, LLC Signatures: Owning an undivided Interest of: 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 12.50% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% 6.25% of 100% Address: Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Shown on Original form hereto Title: Date: Assistant Secretary of Flight Options. LLC acting as Attorney-in-Fact for #1.2.3.4.5.7,8,911,13,14,15 Vice President of Raytheon Travel Air Co. Acting as Attorney-in-Fact for #6,10 By signing above. the applicant agrees and stipulates (I) to the terms. conditions and certification of the AC Form 8050-1 Aircraft Registration Application, to which this page is attached (the *Appacationl. (II) that all of the Information set forth on the Application Is true and correct as of this date, and (III) the Application may be executed by the co-owners by executing separate counterpart signature pages, each of which when so executed and delivered shall be an original. but all such counterparts shall logeMer constitute but one and the same application. SDNY_GM_02759368 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246290 EFTA01330753
• • -.):11):0 88(7, 0 bid S 11111,1 LOC? iay.uvuoir • _ G3714 IV SDNY_GM_02759369 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246291 EFTA01330754
0 0 0 0 0 0 0 I 5 ri ATTACHMENT TO AIRCRAFT REGISTRATI N APPLICATION 1.) 2.) 3.) 4.) 5.) 6.) 7.) 8.) 9.) 10 ) 11.) 12.) 13.) 14.) 15.) Reg #: N787TA Address: Shown on Original form hereto Model: Raytheon 400A &N#: RK-260 Owning an undivided Name of Applicant: Interest of: Bloomfield Investment Company, LLC 6.25% of 100% Wilero L.L.C. 6.25% of 100% Shown on Original form hereto MAKA of Turtleland L.L.C. 6.25% of 100% Shown on Original form hereto East Penn Manufacturing Co., Inc. 6.25% of 100% Shown on Original form hereto FC Corporate Air Travel, Inc. 6.25% of 100% Shown on Original form hereto Samolot. L.L.C. 6.25% of 100% Shown on Original form hereto Pilgrim Cove Air LLC 6.25% of 100% Shown on Original form hereto Leonard M. Rand 8 Barbara E. Rand•Trustees 12.50% of 100% Shown on Original form hereto Air Ghislaine, Inc. 6.25% of 100% Shown on Original form hereto Nassau Holdings. Inc. 6.25% of 100% Shown on Original form hereto Bergen Southwest Steel, Inc. 6.25% of 100% Shown on Original form hereto Avatar, LLC 6.25% of 100% Shown on Original form hereto Coronado 8 Associates, LLC 6.25% of 100% Shown on Original form hereto Kirk Air, LLC 6.25% of 100% Shown on Original form hereto Signatures: Title: Date: Isirfasearit4i8112241ea Assistant Secretary of Flight Options. LLC acting as Attorney-in-Fad for #1,2,3,4,5,7,8,9,11,12,13,14,15 Vice President of Raytheon Travel Al Co. Acting as Attorney-in-Fact for #6,10 By signing alcove. the applicant agrees and stipulates (I) to the terms. con:Mans and certification or the AC Form 8050-1 Aircraft Regiseabso Application. to +Ouch flys page is attached (me "Applicauon'). (II) that all of the inionmabon set forth or, the Application is true and correct as of this date. and (III) the Appicatnn may be executed by the cm owners by executng separate counterpart signature pages. each of which when so executed and dowered shall be an original. but all such counterparts shall together constitute but one and the same appticabzw SDNY_GM02759370 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246292 EFTA01330755
SDNY_GM_02759371 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246293 EFTA01330756
0 0 0 0 0 0 0 1 5 8 0 FORM APPROVED OMB NO. 2120-0042 UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE F 0 8 8, 3 C°Piiff )9 4N CE 0.,.._ "cc:DADE° ilin 81311 12 817 6 y FED£R4t G ADAffiviu 1 RA TIo c„:4 I'M TioN N Not W In This Berk Do FOR FAA USE ONLY FOR AND IN CONSIDERATION OF $1.00 ovc THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DES- AN BBD AS FOLLOWS: . UNITED STATES REGISTRATION NUMBER N 787TA AIRCRAFT RA MANUFACTURER & MODEL YTHEON 400A AIRCRAFT SERIAL NO. RK-260 DOES THIS 28Th DAY OF JAN., 2004 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: PURCHASER NAME AND ADDRESS (IF INDIVIDUAL (5). GIVE LAST NAME. FIRST NAME. AND MIDDLE INITIAL.) GRAND/SAKWA TRANSPORTATION, LLC 6.25% OF 100% 26180 CURTISS-WRIGHT PARKWAY RICHMOND HTS., OH 44143 DEALER CERTIFICATE NUMBER AND TO ITS EXECUTORS, ADMINISTRATORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF I HAVE SET MY HAND AND SEAL THIS 28Th OF JAN., 2004. SELLER NAME (S) OF SELLER (TYPED OR PRINTED) SIGNAT E (S) (IN INK) (I ED F CO-OWNE P. TITLE (TYPED OR PRINTED) GRAND MAPLE ISTANT SECRETARY PROPERTIES, INC. JAMES R. DAUTERMAN OF FLIGHT OPTIONS, LW ACTING AS ATTORNEY- IN-FACT FOR GRAND MAPLE PROPERTIES, INC. ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FM RECORDING HOWEVER. MAY BUIFSHRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) 0.106S1lab4 SS. 00 TS105/7004 ORIGINAL: TO FAA AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition SONY_GM_02759372 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246294 EFTA01330757
ZZ o Lid S NBW LOS2. OdIV • ' C2lid SDNY_GM_02759373 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246295 EFTA01330758
U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION CROt3S-REFERENCE-RECORDATION I S. SEE CONVEYANCE NO FILING DATE: This fern is to be used in cases what a conveyance covers several aircraft and engines, propellers. or locations. File onginal of this form with the recorded conveyance and a copy in each aircraft folder involved. TYPE OF CONVEYANCE SEE: R061351 C301 P 1 FAA ASSIGNMENT DATE EXECUTED 09-22-2003 FROM RAYTHEON AIRCRAFT RECEIVABLES CORPORATION DOCUMENT NO. FF001660 TO OR ASSIGNED TO GENERAL AVIATION RECEIVABLES CORPORATION DATE RECORDED October 8, 2003 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: AIRCRAFT (list by registration sumac) I TOTAL. NIIMRFR INVOI VET) I N787TA ENGINES I Tam NIPARFR nfvfn WI) 2 MAKE(S) PRATT AND WHITNEY JT150-5 SERIAL NO. PCE-3A0287 PCE-3A0291 PROPELLERS I ',MAI NI TINRFR MIVOI WI) MAKE(S) SERIAL NO. SPARE PARTS -LOCATIONS I TOTAL NIIMRFR tNVOI VOI LOCATION RECORDED CONVEYANCE FILED IN: N787TA RAYTHEON 400A SERIAL NUMBER RK-260 AC FORM #0504.3 0-110 (0052-00-582-6000) SDNY_GM_02759374 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246296 EFTA01330759
SDNY GM 02759375 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246297 EFTA01330760
0 0 0 0 0 0 0 1 8 0 4 FF0016n FAA ASSIGNMENT ON C. This FAA Assignment (this "Agreement") is made as ot tneV daPiifiWtgiber, 2003 (the "Effective Date") by and among Raytheon Aircraft Credit Corporation, a Kansas corporation ("RACC"), Raytheon Aircraft Receivables CorpallinsE,T a 6Carisrp qoqicpation ("RARC"), and General Aviation Receivables Corporation, a De aware corporation ("GARC"). FEDERAL AVIATION RECITALS: ADMINISTRATION A. RACC is the obligee and holder of the security agreement described on Annex 1 attached hereto (the "Security Agreement"). B. RACC desires to assign to RARC pursuant to the Amended and Restated Intercompany Purchase and Contribution Agreement dated as of September 1, 2003 (as amended, restated, supplemented or otherwise modified from time to time, the "Intercompany Agreement") between RACC and RARC all of RACC's right, title and interest in and to the Security Agreement, the obligations secured thereby, all payments with respect thereto, all rights under and with respect to the documents and collateral relating to such Security Agreement and all proceeds thereof (collectively, the "Assigned Rights"). C. RARC desires to assign to GARC pursuant to the Sale and Conveyance Agreement dated as of September I, 2003 (as amended, restated, supplemented or otherwise modified from time to time, the "Sale and Conveyance Agreement") between RARC and GARC all of RARC's right, title and interest in and to the Assigned Rights. D. GARC desires to assign all of its right, title and interest in and to the Assigned Rights to Bank of America, N.A. as Administrative Agent (in such capacity the "Administrative Agent") for the Secured Parties under a Fifth Amended and Restated Purchase and Sale Agreement (as amended, restated, supplemented or otherwise modified from time to time, the "Purchase Agreement") dated as of September 1, 2003 among GARC, RARC, RACC as originator and scrviccr, the financial institutions and other entities from time to time parties thereto and purchasers thereunder and the Administrative Agent, in order to perfect the Secured Parties' rights in the Assigned Rights. NOW, THEREFORE, in consideration of the foregoing, the parties agree as follows: I. RACC Assignment. In order to perfect RARC's interest in the Assigned Rights, RACC hereby sells, assigns and transfers to RARC all of RACC's right, title and interest in and to the Assigned Rights. 2. RARC Assignment. RARC hereby sells, assigns and transfers to GARC all of RARCs right, title and interest in and to the Assigned Rights. 032W/1520516 015.00 09/24/2002 SDNY_GM_02759376 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246298 EFTA01330761
r C1101411)10 ,r'ain/1)10 ZO £ Wd hZ I39 Ng nn SDNY_GM_02759377 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246299 EFTA01330762
0 0 0 0 0 0 0 ! 8 0 5 GARC Assignment. GARC hereby sells, assigns and transfers to the Administrative Agent for the ratable benefit of the Secured Parties all of GARC's right, title and interest in and to the Assigned Rights. 4. Other Agreements. This Agreement is entitled to the benefits of and is made subject to the terms and conditions of the Purchase Agreement, the Sale and Conveyance Agreement and the Intercompany Agreement. 5. counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 6. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAWS BUT OTHERWISE WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPALS). 7. Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG ANY OF THEM ARISING OUT OF, CONNECTED WITH, RELATING TO OR INCIDENTAL TO THE RELATIONSHIP BETWEEN THEM IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS (AS SUCH TERM IS DEFINED IN THE PURCHASE AGREEMENT). 8. Submission to Jurisdiction. EACH OF THE PARTIES HERETO HEREBY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE UNTED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND OF ANY NEW YORK STATE COURT SITTING IN THE CITY OF NEW YORK FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. NOTHING IN THE SECTION 8 SHALL AFFECT THE RIGHT OF ANY PERSON TO BRING ANY ACTION OR PROCEEDING AGAINST ANY OF THE PARTIES HERETO OR ANY OF THEIR RESPECTIVE PROPERTY IN THE COURTS OF OTHER JURISDICTIONS. 9. Severability of Provisions. If any one or more of the provisions of this Agreement shall for any reason whatsoever be held invalid, then such provisions shall be deemed -2- 1274985v 6 SDNY_GM_02759378 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246300 EFTA01330763
I SONY GM 02759379 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246301 EFTA01330764
0 0 0 0 0 0 0 I 8 0 6 sylverat54 from the remaining provisions of this Agreement and shall in no way affect the validity or enforceability of such other provisions. 10. Further Assurances. Each of the parties hereto agrees to do and perform, from time to time, any and all acts and to execute any and all further instruments required or reasonably requested by any other party hereto (or any of their successors or permitted assigns) to more fully effect the purposes of this Agreement. 11. Integration. This Agreement contains the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall (together with the other Transaction Documents) constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the Effective Datc. 1274985v6 RAYTHEON AIRCRAFT CREDIT CORPORATION a Kansas corporation By: Title: Assistant Secretary RAYTHEON AIRCRAFT RECEIVABLES CORPORATIO a Kansas corporation By: Title: Assistant Secretary GENERAL AVIATION RECEIVABLES CORPORA a Delaware corporation By: Title: Secretary -3- SDNY_GM_02759380 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246302 EFTA01330765
SDNY_GM_02759381 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246303 EFTA01330766
0 0. 0 0 0 0 0 ! 8 0 7 ANNEX I Security Agreement dated January 21, 2003, between Coronado & Associates, L.L.C., as debtor, and Raytheon Aircraft Credit Corporation ("RACC"), recorded by the Federal Aviation Administration on February 24, 2003, as Conveyance No. R061351 (the "Security Agreement") covering the Raytheon Aircraft Company model 400A aircraft bearing manufacturer's serial number RK-260, United States Registration No. N787TA, and two (2) Pratt & Whitney model JT I5D-5 aircraft engines bearing manufacturer's serial numbers PCE-JA0287 and PCE-JA0291. SDNY_GM_02759382 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246304 EFTA01330767
VV:OHVUO Al!".:';',1rtn-nsA0 ZO Lid hZ d3S Vt.? .. SDNY_GM_02759383 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246305 EFTA01330768
U.S. DEPARTMENT OF TRANSPORTATION d FEDERAL AVIATION ADMINISTRATION latOSS-REFERENCE—RECORDATION a • SEE CONVEYANCE NO FILING DATE: This form is to be used in cases what a conveyance covers several aircraft and engines. propellers, or locations. File original of this form with the recorded conveyance and a copy in each aircraft folder involved. TYPE OF CONVEYANCE SEE: GG025107 C008 P I FAA ASSIGNMENT DATE EXECUTED 09-22-2003 FROM RAYTHEON AIRCRAFT RECEIVABLES CORPORATION DOCUMENT NO. FF001659 TO OR ASSIGNED TO GENERAL AVIATION RECEIVABLES CORPORATION DATE RECORDED October 8, 2003 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE.: AIRCRAFT (Liu by registration number) I TATA] NI IMRFR Ito/NA/co I N787TA ENGINES I TATA' NI RARER INVOLVED/ 2 MAKE(S) PRATT AND WHITNEY IT I5D-5 SERIAL No. PCE-JA0287 PCE-3A0291 PROPFI I FRS I Trrrm Numnn MVO vrn MAKE(S) SERIAL NO. SPARE PARTS -LOCATIONS I TOTAI.N1 /MEER INVOl VET) LOCATION RECORDED CONVEYANCE FILED IN: N787TA RAYTHEON 400A SERIAL NUMBER RK-260 AC FORM 8050-23 (I46) (0952-tesszan SDNY_GM_02759384 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246306 EFTA01330769
I SDNY_GM_02759385 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246307 EFTA01330770
0 0 0 0 0 0 0 ! 9 6 5 F F 0 0 1 6.9.9 FAA ASSIGNMENT This FAA Assignment (this "Agreement") is maragsVgrig rlilleptember, 2003 (the "Effective Date") by and among Bank of America, National Association as Administrative Agent (the "Original Agent"), Raytheoratir9caft Reicepriblcis carporation, a Kansas corporation ("RARC"), and General Aviation Receivables Corporation,sa Delaware corporation ("GARC"). FEDERAL AVIATION ADMINISTRATION RECITALS: A. Original Agent is the assignee and holder of the security agreement described on Annex 1 attached hereto (the "Security Agreement"). B. Original Agent desires to assign to RARC all of the Original Agent's right, title and interest in and to the Security Agreement, the obligations secured thereby, all payments with respect thereto, all rights under and with respect to the documents and collateral relating to each such Security Agreement and all proceeds thereof (collectively, the "Assigned Rights"). C. RARC desires to assign to GARC pursuant to the Sale and Conveyance Agreement dated as of September 1, 2003 (as amended, restated, supplemented or otherwise modified from time to time, the "Sale and Conveyance Agreement") between RARC and GARC all of RARC's right, title and interest in and to the Assigned Rights. D. GARC desires to assign all of its right, title and interest in and to the Assigned Rights to Bank of America, N.A. as Administrative Agent (in such capacity the "Administrative Agent") for the Secured Parties under a Fifth Amended and Restated Purchase and Sale Agreement (as amended, restated, supplemented or otherwise modified from time to time, the "Purchase Agreement") dated as of September 1, 2003 among GARC, RARC, Raytheon Aircraft Credit Corporation as originator and servicer, the financial institutions and other entities from time to time parties thereto and purchasers thereunder and the Administrative Agent, in order to perfect the Secured Parties' rights in the Assigned Rights. NOW, THEREFORE, in consideration of the foregoing, the parties agree as follows: 1. Original Agent Assignment. The Original Agent hereby sells, assigns and transfers to RARC all the Original Agent's right, title and interest in and to the Assigned Rights. 2. RARC Assignment. RARC hereby sells, assigns and transfers to GARC all of RARCs right, title and interest in and to the Assigned Rights. 3. GARC Assignment. GARC hereby sells, assigns and transfers to the Administrative Agent for the ratable benefit of the Secured Parties all of GARC's right, title and interest in and to the Assigned Rights. 032671445115 $15.00 09/24/2003 SDNY_GM_02759386 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246308 EFTA01330771
F • arvvolvatro toocw.swo oo.etc VW0E71N0 All0 'IYOW41510 2C I Lid 12 dB UV kosury YVI H.12; z.1,111.4 SDNY_GM_02759387 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00746309 EFTA01330772
0 0 0 0 0 0 0 1 9 6 6 ti 4. Other Agreements. This Agreement is entitled to the benefits of and is made subject to the terms and conditions of the Purchase Agreement and the Sale and Conveyance Agreement. 5. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 6. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAWS BUT OTHERWISE WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPALS). 7. Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG ANY OF THEM ARISING OUT OF, CONNECTED WITH, RELATING TO OR INCIDENTAL TO THE RELATIONSHIP BETWEEN THEM IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS (AS SUCH TERM IS DEFINED IN THE PURCHASE AGREEMENT). 8. Submission to Jurisdiction. EACH OF THE PARTIES HERETO HEREBY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE UNTED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND OF ANY NEW YORK STATE COURT SITTING IN THE CITY OF NEW YORK FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. NOTHING IN THE SECTION 8 SHALL AFFECT THE RIGHT OF ANY PERSON TO BRING ANY ACTION OR PROCEEDING AGAINST ANY OF THE PARTIES HERETO OR ANY OF THEIR RESPECTIVE PROPERTY IN THE COURTS OF OTHER JURISDICTIONS. 9. Severability of Provisions. If any one or more of the provisions of this Agreement shall for any reason whatsoever be held invalid, then such provisions shall be deemed severable from the remaining provisions of this Agreement and shall in no way affect the validity or enforceability of such other provisions. 1274909v6 SDNY_GM_02759388 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002463 to EFTA01330773
I SONY GM 02759389 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0024631 I EFTA01330774
0 0 0 0 0 0 0 1 9 6 -bg 10. Further Assurances. Each of the parties hereto agrees to do and perform, from time to time, any and all acts and to execute any and all further instruments required or reasonably requested by any other party hereto (or any of their successors or permitted assigns) to more fully effect the purposes of this Agreement. 1 I. Integration. This Agreement contains the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall (together with the other. Transaction Documents) constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the Effective Date. BANK OF AMERICA, N.A., as Administrative •erg 1274909v6 By: Title: Vice sident RAYTHEON AIRCRAFT RECEIVABLES CORPORATI N, a Kansas corporation By: Title: Assistant Secretary GENERAL AVIATION RECEIVABL CORP , a Del ration By: Title: ecretazy SDNY_GM_02759390 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246312 EFTA01330775
SONYGM02759391 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246313 EFTA01330776
0 0 0 0 0 0 0 1 9 6 8 ANNEX I Security Agreement dated July 13, 2001 between Bergen Industries, Inc., as debtor, and Raytheon Aircraft Credit Corporation ("RACC"), assigned by RACC to Raytheon Aircraft Receivables Corporation ("RARC") by the FAA Assignment dated July 16, 2001, further assigned by RARC to Bank of America, National Association as Administrative Agent by the -FAA Assignment dated July 16, 2001, recorded by the Federal Aviation Administration on August 22, 2001, as Conveyance No. GG025107 (the "Security Agreement") covering the Raytheon Aircraft Company model 400A aircraft bearing manufacturer's serial number RK-260, United States Registration No. N787TA, and two (2) Pratt & Whitney model JT15D-5 aircraft engines bearing manufacturer's serial numbers JA0287 and JA0289. SDNY_GM_02759392 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246314 EFTA01330777
2C T bid 112 d3S t003 : A0U17 SONY_GM_02759393 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246315 EFTA01330778
U.S. DEPARTMENT OF TRANSPORTATION P e FEDERAL AVIATION ADMIJNTRATION .- . CROSS-REFERENCE-RECORDATION SEE CONVEYANCE NO FILING DATE: This form is to be used in cases where a conveyance covers several aircraft and engines, propellers, or locations. File original of this form with the recorded conveyance and a copy in each aircraft folder involved. TYPE OF CONVEYANCE SEE: NN019133 C002 P 1 FAA ASSIGNMENT DATE EXECUTED 09-22-2003 FROM RAYTHEON AIRCRAFT RECEIVABLES CORPORATION DOCUMENT NO. FF001658 TO OR ASSIGNED TO GENERAL AVIATION RECEIVABLES CORPORATION DATE RECORDED October 8. 2003 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: AIRCRAFT Mist by registration amber) I TOTAL. NIIMRFR MVO! .VFO I N787TA ENGINES I IOTA' NIIMRFR rNvot WIT 2 MAKES) PRATT AND WHITNEY ITI5D-S SERIAL NO. PCE-JA0287 PCE-1A0291 PROPELLERS I TOT* I NIIMRFR INVOI WO MAKE(S) SERIAL NO. SPARE PARTS -LOCATIONS I TOTAL NUMBER INVOLVFO LOCATION RECORDED CONVEYANCE FILED IN: N787TA RAYTHEON 400A SERIAL NUMBER RK-260 AC FORM S050-23 (I-96) (0052-00417.4400) SDNY_GM_02 759394 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246316 EFTA01330779
4 4 • SDNY_GM_02759395 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246317 EFTA01330780
0 0 0 0 0 0 0 1 9 6 1 FF001658 A FAA ASSIGNMENT CONVEYANCE RECORDED This FAA Assignment (this "Agreement") is made as pf the a2 day of September, 2003 (the "Effective Date") by and among Bank of ArniffeapaiatiiihalpiltssiriAtion as Administrative Agent (the "Original Agent"), Raytheon Aircraft Receivables •Corporiaiion, a Kansas corporation ("RARC"), and General Aviation ReceivablagidiikralitpArtioRelaware corporation ("GARC"). ADhlINISTRATI0N RECITALS: A. Original Agent is the assignee and holder of the security agreement described on Annex I attached hereto (the "Security Agreement"). B. Original Agent desires to assign to RARC all of the Original Agent's right, title and interest in and to the Security Agreement, the obligations secured thereby, all payments with respect thereto, all rights under and with respect to the documents and collateral relating to each such Security Agreement and all proceeds thereof (collectively, the "Assigned Rights"). C. RARC desires to assign to GARC pursuant to the Sale and Conveyance Agreement dated as of September I, 2003 (as amended, restated, supplemented or otherwise modified from time to time, the "Sale and Conveyance Agreement") between RARC and GARC all of RARC's right, title and interest in and to the Assigned Rights. D. GARC desires to assign all of its right, title and interest in and to the Assigned Rights to Bank of America, N.A. as Administrative Agent (in such capacity the "Administrative Agent") for the Secured Parties under a Fifth Amended and Restated Purchase and Sale Agreement (as amended, restated, supplemented or otherwise modified from time to time, the "Purchase Agreement") dated as of September 1, 2003 among GARC, RARC, Raytheon Aircraft Credit Corporation as originator and servicer, the financial institutions and other entities from time to time parties thereto and purchasers thereunder and the Administrative Agent, in order to perfect the Secured Parties' rights in the Assigned Rights. NOW, THEREFORE, in consideration of the foregoing, the parties agree as follows: I. Original Agent Assignment. The Original Agent hereby sells, assigns and transfers to RARC all the Original Agent's right, title and interest in and to the Assigned Rights. 2. RARC Assignment. RARC hereby sells, assigns and transfers to GARC all of RARC's right, title and interest in and to the Assigned Rights. 3. GARC Assignment. GARC hereby sells, assigns and transfers to the Administrative Agent for the ratable benefit of the Secured Parties all of GARC's right, title and interest in and to the Assigned Rights. 032671445115 015.00 09/24/2003 SDNY_GM_02759396 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002463 I EFTA01330781
VII0H1/1NO AJ,10 'velitvixo zt r::!,s, traf..ro cocc \Pr', Ze i Wd hZ d3S i@l VG tWI.LVZI.D.::!;'!:: Ad'AIOUIV VVd (Mid SDNY_GM_02759397 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246319 EFTA01330782
0 0 0 0 0 0 0 I 9 6 2 — • $. Other Agreements. This Agreement is entitled to the benefits of and is made subject to the terms and conditions of the Purchase Agreement and the Sale and Conveyance Agreement. 5. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 6. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAWS BUT OTHERWISE WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPALS). 7. Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG ANY OF THEM ARISING OUT OF, CONNECTED WITH, RELATING TO OR INCIDENTAL TO THE RELATIONSHIP BETWEEN THEM IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS (AS SUCH TERM IS DEFINED IN THE PURCHASE AGREEMENT). 8. Submission to Jurisdiction. EACH OF THE PARTIES HERETO HEREBY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE UNTED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND OF ANY NEW YORK STATE COURT SITTING IN THE CITY OF NEW YORK FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. NOTHING IN THE SECTION 8 SHALL AFFECT THE RIGHT OF ANY PERSON TO BRING ANY ACTION OR PROCEEDING AGAINST ANY OF THE PARTIES HERETO OR ANY OF THEIR RESPECTIVE PROPERTY IN THE COURTS OF OTHER JURISDICTIONS. 9. Severability of Provisions. If any one or more of the provisions of this Agreement shall for any reason whatsoever be held invalid, then such provisions shall be deemed severable from the remaining provisions of this Agreement and shall in no way affect the validity or enforceability of such other provisions. 1274909v6 SDNY_GM_02759398 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246320 EFTA01330783
SONYGM_02759399 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246321 EFTA01330784
0 0 0 0 0 0 0 ! 9 6 3 0.- • gr 10. Further Assurances. Each of the parties hereto agrees to do and perform, from time to time, any and all acts and to execute any and all further instruments required or reasonably requested by any other party hereto (or any of their successors or permitted assigns) to more fully effect the purposes of this Agreement. 11. Integration. This Agreement contains the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall (together with the other Transaction Documents) constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the Effective Date. 1274909v6 BANK OF AMERICA, N.A., as Administrative Agent By: Title: Vi resident RAYTHEON AIRCRAFT RECEIVABLES CORPORATION a Kansas corporation By: Title: stant GENERAL AVIATION RECEIVABLES CORPORATION, a Delaware corporation By: Title: Secretary SDNY_GM_02759400 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246322 EFTA01330785
SDNY GM 02759401 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246323 EFTA01330786
0 0 0 0 0 0 0 1 9 5 4 ••• ANNEX 1 Security Agreement dated December 29, 1999, between FC Corporate Air Travel Inc., as debtor, and Raytheon Aircraft Credit Corporation ("RACC"), assigned by RACC to Raytheon Aircraft Receivables Corporation ("RARC") by the FAA Assignment dated December 29, 1999, further assigned by RARC to Bank of America, National Association as Administrative Agent by the FAA Assignment dated December 29, 1999, recorded by the Federal Aviation Administration on March 27, 2000, as Conveyance No. NN019133 (the "Security Agreement") covering the Raytheon Aircraft Company model 400A aircraft beating manufacturer's serial number RK-260, United States Registration No. N787TA, and two (2) Pratt & Whitney model JTISD-5 aircraft engines bearing manufacturer's serial numbers PCE-JA0287 and PCE-JA0291. SDNY_GM_02759402 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246324 EFTA01330787
•.• OEV1:10 A ZC tdd h2 d3S tT • .. SDNY_GM02759403 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246325 EFTA01330788
U.S. DEPARTMENT OF TRANSPORTATION FSPERALAVIATION ADMINISTRATION - . CROSS -REFERENCE-RECORDATION SEE CONVEYANCE NO FILING DATE: This form is to be used in cases where a conveyance covers several aircraft and engines, propellers, or locations. File original of this form with the recorded conveyance and a copy in each aircraft folder involved. TYPE OF CONVEYANCE SEE: NN019131 0002 P 41 FAA ASSIGNMENT DATE EXECUTED 09.22-2003 FROM RAYTHEON AIRCRAFT RECEIVABLES CORPORATION DOCUMENT NO. FF001657 TO OR ASSIGNED TO GENERAL AVIATION RECEIVABLES CORPORATION DATE RECORDED October 8, 2003 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: AIRCRAFT (AN by registration number) I 'MIA! NIIMRFR INVOI %/Ft) I N787TA ENGINES • I IMPFAI NIIMRFR Nvnt wn 2 MAKE(S) PRATT AND WHITNEY IT15D-5 SERIAL NO. PCE-3A0287 PCE-3A0291 PROPM I PPS I TOTAL NUMBER ROAR vrn MAKE(S) SERIAL NO. SPARE PARTS -LOCATIONS I MTAI NIIMRFR INVOI vcn LOCATION RECORDED CONVEYANCE FILED M: N787TA RAYTHEON 400A SERIAL NUMBER RK-260 AC FORM 8050.2.3 (146)00524M-M24060) SDNY_GM02759404 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246326 EFTA01330789
SONYGM_02759405 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246327 EFTA01330790
00- t st 0 0 0 3 0 0 0 1 9 5 7 FF001657 FAA ASSIGNMENT CONVEYANCE RECORDED This FAA Assignment (this "Agreement") is mademo6rtkie ;clay of September, 2003 (the "Effective Date") by and among Bank of Airier-Tea, NdtioEtil isthiiiation as Administrative Agent (the "Original Agent"), Raytheon Aire itpc lio4 eivablide)ATA.I8OwN4tDelaware Corporation, a Kansas corporation ("RARC"), and General Aviation Receiv corporation ("GARC"). a RECITALS: A. Original Agent is the assignee and holder of the security agreement described on Annex attached hereto (the "Security Agreement"). B. Original Agent desires to assign to RARC all of the Original Agent's right, title and interest in and to the Security Agreement, the obligations secured thereby, all payments with respect thereto, all rights under and with respect to the documents and collateral relating to each such Security Agreement and all proceeds thereof (collectively, the "Assigned Rights"). C. RARC desires to assign to GARC pursuant to the Sale and Conveyance Agreement dated as of September I, 2003 (as amended, restated, supplemented or otherwise modified from time to time, the "Sale and Conveyance Agreement") between RARC and GARC all of RARC's right, title and interest in and to the Assigned Rights. D. GARC desires to assign all of its right, title and interest in and to the Assigned Rights to Bank of America, N.A. as Administrative Agent (in such capacity the "Administrative Agent") for the Secured Parties under a Fifth Amended and Restated Purchase and Sale Agreement (as amended, restated, supplemented or otherwise modified from time to time, the "Purchase Agreement") dated as of September I, 2003 among GARC, RARC, Raytheon Aircraft Credit Corporation as originator and servicer, the financial institutions and other entities from time to time parties thereto and purchasers thereunder and the Administrative Agent, in order to perfect the Secured Parties' rights in the Assigned Rights. NOW, THEREFORE, in consideration of the foregoing, the parties agree as follows: I. Original Agent Assignment. The Original Agent hereby sells, assigns and transfers to RARC all the Original Agent's right, title and interest in and to the Assigned Rights. 2. RARC Assignment. RARC hereby sells, assigns and transfers to GARC all of RARC's right, title and interest in and to the Assigned Rights. 3. GARC Assignment. GARC hereby sells, assigns and transfers to the Administrative Agent for the ratable benefit of the Secured Parties all of GARC's right, title and interest in and to the Assigned Rights. 002671405115 915.00 09/24/2003 SDNY_GM_02759406 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246328 EFTA01330791
't Wm. v;wro con,AisTAnn nA MORY1NO Z£ T pd 113 d3S CO to tr.:AL!. ,.2:S02111/ SDNY_GM_02759407 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246329 EFTA01330792
0 0 0 0 0 0 0 ! 9 5 8 , 4. Other Agreements. This Agreement is entitled to the benefits of and is made subject to the terms and conditions of the Purchase Agreement and the Sale and Conveyance Agreement. 5. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 6. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAWS BUT OTHERWISE WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPALS). 7. Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG ANY OF THEM ARISING OUT OF, CONNECTED WITH, RELATING TO OR INCIDENTAL TO THE RELATIONSHIP BETWEEN THEM IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS (AS SUCH TERM IS DEFINED IN THE PURCHASE AGREEMENT). 8. Submission to Jurisdiction. EACH OF THE PARTIES HERETO HEREBY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE UNTED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND OF ANY NEW YORK STATE COURT SITTING IN THE CITY OF NEW YORK FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. NOTHING IN THE SECTION 8 SHALL AFFECT THE RIGHT OF ANY PERSON TO BRING ANY ACTION OR PROCEEDING AGAINST ANY OF THE PARTIES HERETO OR ANY OF THEIR RESPECTIVE PROPERTY IN THE COURTS OF OTHER JURISDICTIONS. 9. Severability of Provisions. If any one or more of the provisions of this Agreement shall for any reason whatsoever be held invalid, then such provisions shall be deemed severable from the remaining provisions of this Agreement and shall in no way affect the validity or enforceability of such other provisions. -2- 274909v6 SDNY_GM_02759408 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00246330 EFTA01330793
SDNYGM_02759409 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00246331 EFTA01330794










